S-3

As filed with the Securities and Exchange Commission on November 21, 2001

REGISTRATION STATEMENT NO.	333-
	333-44122

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

THE ST. PAUL COMPANIES, INC.	Minnesota	41-0518860
ST. PAUL CAPITAL TRUST II	Delaware	41-6495364
(Exact name of Registrant as specified in its charter)	(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

385 Washington Street
St. Paul, Minnesota 55102
(651) 310-7911
(Address, including zip code, and telephone number, including area code, of
Registrant’s principal executive offices)

Bruce A. Backberg
Senior Vice President
The St. Paul Companies, Inc.
385 Washington Street, St. Paul, Minnesota 55102
(651) 310-7916
(Name, address, including zip code, and telephone number, including
area code, of agent for service)

Copy to:
Donald R. Crawshaw
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
(212) 558-4000

         Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

         If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.       

         If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.       

         If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.       

         If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.       

         If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.       

CALCULATION OF REGISTRATION FEE

				Proposed Maximum			Proposed Maximum		Amount of
Title of Each Class of Securities to be	Amount to be			Offering Price Per			Aggregate Offering		Registration
Registered	Registered(8)(9)			Unit(10)(11)			Price(6)(8)(9)(11)		Fee(3)(12)
Senior Debt Securities of The St. Paul Companies, Inc		(1	)(2)(3)(6)
Subordinated Debt Securities of The St Paul Companies, Inc.		(1	)(2)(6)
Preferred Stock of The St. Paul Companies, Inc.		(1	)(2)(6)
Depositary Shares of The St. Paul Companies, Inc.		(1	)(2)(6)
Common Stock, without par value, of The St. Paul Companies, Inc.		(1	)(2)(6)		100	%	$	1,000,000	$	250
Warrants of The St. Paul Companies, Inc.		(1	)(4)
Stock Purchase Contracts of The St. Paul Companies, Inc.		(1	)(5)
Units of The St. Paul Companies, Inc.		(1	)
Preferred Securities of St. Paul Capital Trust II		(1	)(7)
The St. Paul Companies, Inc. Guarantee of Preferred Securities of St. Paul Capital Trust II		(1	)(7)
TOTAL	$	1,000,000

(1)	Such indeterminate number, principal amount or liquidation amount of senior debt securities, subordinated debt securities, preferred stock, depositary shares, common stock, warrants, stock purchase contracts and units of The St. Paul Companies, Inc. and of the preferred securities of St. Paul Capital Trust II and the related guarantee of The St. Paul Companies, Inc. as may from time to time be issued at indeterminate prices. The securities registered hereunder shall not have an aggregate offering price which exceeds $1,000,000 in United States dollars or the equivalent in any other currency.
(2)	Also includes such indeterminate number of senior debt securities, subordinated debt securities and shares of common stock, preferred stock and depositary shares as may be issued upon conversion or exchange of any senior debt securities, subordinated debt securities, preferred stock or depositary shares that provide for conversion or exchange into other securities or upon exercise of warrants for such securities.
(3)	Pursuant to Rule 429 under the Securities Act, the prospectus filed as part of this Registration Statement also relates to $1,000,000,000 maximum aggregate offering price of The St. Paul Companies, Inc.’s debt securities that were previously registered pursuant to Registration Statement No. 333-44122 and have not yet been issued and sold; a filing fee of $264,000 was paid with respect to those debt securities.
(4)	Warrants may be sold separately or with senior debt securities, subordinated debt securities, preferred stock, common stock, depositary shares or preferred securities.
(5)	Includes an indeterminate number of shares of common stock or preferred stock, as applicable, to be issuable by The St. Paul Companies, Inc. upon settlement of stock purchase contracts.
(6)	No separate consideration will be received for the senior debt securities, subordinated debt securities, preferred stock, depositary shares or common stock issuable upon conversion of or in exchange for senior debt securities, subordinated debt securities, preferred stock or depositary shares. In addition, no separate consideration will be received for any preferred securities redeemed for subordinated debt securities in lieu of cash.
(7)	Includes the rights of holders of the preferred securities under the guarantee of preferred securities and back-up undertaking, consisting of obligations by The St. Paul Companies, Inc., as set forth in the amended and restated declaration of trust, the subordinated debt securities indenture and any supplemental indenture thereto, in each case as further described in the Registration Statement. No separate consideration will be received for any guarantee or any back-up undertakings.
(8)	In United States dollars or the equivalent thereof in any other currency, currency unit or units, or composite currency or currencies.
(9)	Such amount represents the principal amount of any senior debt securities, subordinated debt securities or preferred securities issued at their principal or liquidation amount, the issue price rather than the principal or liquidation amount of any senior debt securities, subordinated debt securities or preferred securities issued at an original issue discount, the liquidation preference of any preferred stock or depositary shares, the amount computed pursuant to Rule 457(c) for any common stock, the issue price of any warrants and the exercise price of any securities issuable upon exercise of warrants.
(10)	Estimated solely for the purpose of computing the registration fee.
(11)	Exclusive of accrued interest and distributions, if any.
(12)	Calculated pursuant to Rule 457(o) of the rules and regulations under the Securities Act.

This Registration Statement, which is a new Registration Statement, also constitutes Post-Effective Amendment No. 1 to Registration Statement No. 333-44122, which was declared effective on August 30, 2000. Such Post-Effective Amendment shall hereafter become effective concurrently with the effectiveness of this Registration Statement and in accordance with Section 8(c) of the Securities Act of 1933. Pursuant to Rule 429 under the Securities Act of 1933, the prospectus filed as part of this Registration Statement also constitutes a prospectus for Registration Statement No. 333-44122; the $1,000,000,000 of securities remaining unsold from Registration Statement No. 333-44122 will be combined with the $1,000,000 aggregate amount of securities to be registered pursuant to this Registration Statement to enable The St. Paul Companies, Inc. to offer an aggregate amount of $1,001,000,000 of securities pursuant to the combined prospectus.

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED NOVEMBER 21, 2001

$1,001,000,000

THE ST. PAUL COMPANIES, INC.

Senior Debt Securities

Subordinated Debt Securities

Preferred Stock

Depositary Shares

Common Stock

Warrants

Stock Purchase Contracts

and

Units

ST. PAUL CAPITAL TRUST II

Preferred Securities
guaranteed to the extent set forth herein
by The St. Paul Companies, Inc.

         We will provide you with more specific terms of these securities in supplements to this prospectus. You should read this prospectus and the applicable prospectus supplement carefully before you invest.

         We may offer these securities from time to time in amounts, at prices and on other terms to be determined at the time of offering. The total offering price of the securities offered to the public will be limited to $1,001,000,000.

         The St. Paul Companies, Inc.’s common shares are listed on the New York Stock Exchange under the symbol “SPC”.

         Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Prospectus dated               , 2001.

TABLE OF CONTENTS

Form of Underwriting Agreement senior/subordinated

Form of Underwriting Agreement for preferred stock

Form of Underwriting Agreement for common stock

Form of Underwriting Agreement convertible debt

Form of Underwriting Agreement for pref securities

Form of Indenture for senior debt securities

Form of Indenture for subordinated debt securities

Form of Deposit Agreement

Form of Warrant Agreement

Certificate of Trust of St. Paul Capital Trust II

Declaration of Trust of St. Paul Capital Trust II

Form of Amended and Restated Declaration of Trust

Form of Preferred Securities Guarantee Agreement

Form of Common Securities Guarantee Agreement

Opinion of Bruce A. Backberg, Esq.

Opinion of Richards, Layton & Finger, P.A.

Opinion of Sullivan & Cromwell

Computation of ratios of earnings to fixed charges

Consent of KPMG LLP

Powers of Attorney

Statement of Eligibility and Qualification

Statement of Eligibility and Qualification

Statement of Eligibility and Qualification

Statement of Eligibility and Qualification

TABLE OF CONTENTS

	Page
The St. Paul Companies, Inc.		1
St. Paul Capital Trust II		1
Ratios of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preferred Stock Dividends		2
Use of Proceeds		2
About This Prospectus		2
A Special Note Regarding Forward-Looking Statements		3
Description of Debt Securities We May Offer		4
Description of Preferred Stock We May Offer		17
Description of Depositary Shares We May Offer		20
Description of Our Common Stock		23
Description of Warrants We May Offer		25
Description of Stock Purchase Contracts We May Offer		27
Description of Units We May Offer		27
Description of Preferred Securities that the Trust May Offer		28
Description of Trust Guarantee		35
Plan of Distribution		38
Validity of Securities		39
Experts		39
Where You Can Find More Information		40

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THE ST. PAUL COMPANIES, INC.

         The St. Paul Companies, Inc. and its subsidiaries constitute one of the oldest insurance organizations in the United States, dating back to 1853. We are a management company principally engaged, through our subsidiaries, in providing commercial property-liability insurance and reinsurance products and services worldwide. We also have a presence in the asset management industry through our 78% majority ownership of The John Nuveen Company. As a management company, we oversee the operations of our subsidiaries and provide them with capital and management and administrative services. At September 30, 2001, our total assets were $37.7 billion, our total shareholders’ equity was $6.0 billion. In 2000, insurance and reinsurance underwriting accounted for approximately 95% of our consolidated revenues from continuing operations, and asset management operations accounted for approximately 5% of consolidated revenues from continuing operations.

         Our principal and registered executive offices are located at 385 Washington Street, St. Paul, Minnesota 55102, and our telephone number is (651) 310-7911. Unless the context otherwise indicates, the terms “The St. Paul”, “we”, “us” or “our” mean The St. Paul Companies, Inc. and its consolidated subsidiaries.

ST. PAUL CAPITAL TRUST II

         St. Paul Capital Trust II, or the “Trust”, is a statutory business trust created under Delaware law. The Trust exists for the exclusive purposes of:

• issuing the preferred securities, which represent preferred undivided beneficial ownership interests in the Trust’s assets;

• issuing the common securities, which represent common undivided beneficial ownership interests in the Trust’s assets, to us in a total liquidation amount equal to at least 3% of the Trust’s total capital;

• using the proceeds from the issuances to buy our subordinated debt securities;

• maintaining the Trust’s status as a grantor trust for federal income tax purposes; and

• engaging in only those other activities necessary, advisable or incidental to these purposes, such as registering the transfer of preferred securities.

         Any subordinated debt securities we sell to the Trust will be the sole assets of the Trust, and, accordingly, payments under the subordinated debt securities will be the sole revenues of the Trust. We will acquire and own all of the common securities of the Trust, which will have an aggregate liquidation amount equal to at least 3% of the total capital of the Trust. The common securities will rank on a parity with, and payments will be made on the common securities pro rata with, the preferred securities, except that upon an event of default under the amended and restated declaration of trust resulting from an event of default under the subordinated debt securities, our rights as holder of the common securities to distributions and payments upon liquidation or redemption will be subordinated to the rights of the holders of the preferred securities.

         The Trust has a term of 50 years, but may dissolve earlier as provided in its amended and restated declaration of trust. The Trust’s business and affairs are conducted by the trustees. The trustees for the Trust are JPMorgan Chase Bank, as institutional trustee, Chase Manhattan Bank USA, National Association, as the Delaware trustee, and two regular trustees or “administrative trustees” who are officers of The St. Paul Companies, Inc. JPMorgan Chase Bank, as institutional trustee, will act as sole indenture trustee under the amended and restated declaration of trust. JPMorgan Chase Bank will also act as guarantee trustee under the guarantee and as indenture trustee under the subordinated debt indenture.

         The duties and obligations of each trustee are governed by the amended and restated declaration of trust. As issuer of the subordinated debt securities to be purchased by the Trust and as sponsor of the Trust, we will pay all fees, expenses, debts and obligations (other than the payment of distributions and other payments on the preferred securities) related to the Trust and any offering of the Trust’s preferred securities and will pay, directly or indirectly, all ongoing costs, expenses and liabilities of the Trust. The principal executive office of the Trust is c/o The St. Paul Companies, Inc., 385 Washington Street, St. Paul, Minnesota 55102 and its telephone number is (651) 310-7911.

RATIOS OF EARNINGS TO FIXED CHARGES AND EARNINGS TO
COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

The following table sets forth our ratio of consolidated earnings to fixed charges for the years and the periods indicated:

	Nine Months Ended
	September 30,
	2001(1)		Year Ended December 31,
			2000		1999		1998		1997		1996
Ratio of earnings to fixed charges		—		9.03		6.43		1.65		10.06		10.59
Ratio of earnings to combined fixed charges and preferred stock dividends		—		8.32		5.88		1.52		8.88		8.31

(1) The loss in the nine months ended September 30, 2001 was inadequate to cover fixed charges by $446 million and combined fixed charges and preferred stock dividends by $456 million.

         Earnings consist of income from continuing operations before income taxes plus fixed charges, net of capitalized interest. Fixed charges consist of interest expense before reduction for capitalized interest and one-third of rental expense, which is considered to be representative of an interest factor.

USE OF PROCEEDS

         Unless otherwise indicated in an accompanying prospectus supplement, we expect to use the net proceeds from the sale of the securities for general corporate purposes, which may include, among other things, working capital, contributions of capital to our insurance underwriting subsidiaries, capital expenditures, the repurchase of shares of common stock, the repayment of short-term borrowings or acquisitions. Unless otherwise indicated in an accompanying prospectus supplement, St. Paul Capital Trust II will use all proceeds received from the sale of its preferred securities to purchase our subordinated debt securities.

ABOUT THIS PROSPECTUS

         This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”) utilizing a shelf registration or continuous process. Under this shelf process, we may sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $1,001,000,000.

         This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement containing specific information about the terms of the securities being offered. A prospectus supplement may include a discussion of any risk factors or other special considerations applicable to those securities or to us. A prospectus supplement may also add, update or change information in this prospectus. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement, you should rely on the information in the prospectus supplement. You should read both this prospectus and any prospectus supplement together with additional information described under the heading “Where You Can Find More Information”.

         The registration statement containing this prospectus, including exhibits to the registration statement, provides additional information about us and the securities offered under this prospectus. The registration statement can be read at the SEC web site or at the SEC offices mentioned under the heading “Where You Can Find More Information”.

         When acquiring any securities discussed in this prospectus, you should rely only on the information provided in this prospectus and in the applicable prospectus supplement, including the information incorporated by reference. Neither we, nor any underwriters or agents, have authorized anyone to provide you with different information. We are not offering the securities in any state where the offer is prohibited. You should not assume that the information

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in this prospectus, any prospectus supplement, or any document incorporated by reference, is truthful or complete at any date other than the date mentioned on the cover page of these documents.

         We may sell securities to underwriters who will sell the securities to the public on terms fixed at the time of sale. In addition, the securities may be sold by us directly or through dealers or agents designated from time to time. If we, directly or through agents, solicit offers to purchase the securities, we reserve the sole right to accept and, together with any agents, to reject, in whole or in part, any of those offers.

         Any prospectus supplement will contain the names of the underwriters, dealers or agents, if any, together with the terms of offering, the compensation of those underwriters and the net proceeds to us. Any underwriters, dealers or agents participating in the offering may be deemed “underwriters” within the meaning of the Securities Act of 1933 (the “Securities Act”).

         Unless otherwise stated, currency amounts in this prospectus and any prospectus supplement are stated in United States dollars (“$”).

A SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

         Some of the information presented or incorporated by reference in this prospectus contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are not historical facts and include expressions about management’s confidence and strategies and management’s expectations about new and existing programs and products, relationships, opportunities, technology and market conditions. These statements may be identified by such forward-looking terminology as “expect”, “look”, “believe”, “anticipate”, “may”, “will”, or similar statements or variations of such terms. Examples of these forward-looking statements include statements concerning: market and other conditions and their effect on future premiums, revenues, earnings, cash flow and investment income; price increases; improved loss experience; and expense savings resulting from the restructuring actions announced in recent years.

         In light of the risks and uncertainties inherent in future projections, many of which are beyond our control, actual results could differ materially from those in forward-looking statements. These statements should not be regarded as a representation that anticipated events will occur or that expected objectives will be achieved. Risks and uncertainties include, but are not limited to, the following: the outcome of the current review of our businesses and the execution of strategic initiatives resulting from such review; the direction of the economy, especially as it has been affected by recent developments, including the terrorist attack on September 11, 2001 and the global war on terrorism; competitive considerations, including the ability to implement price increases and possible actions by competitors; general economic conditions including changes in interest rates and the performance of financial markets; changes in domestic and foreign laws, regulations and taxes; changes in the demand for, pricing of, or supply of insurance or reinsurance; catastrophic events of unanticipated frequency or severity; loss of significant customers; judicial decisions and rulings; and various other matters. We undertake no obligation to release publicly the results of any future revisions we may make to forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

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DESCRIPTION OF DEBT SECURITIES
WE MAY OFFER

         We may issue senior or subordinated debt securities. Neither the senior debt securities nor the subordinated debt securities will be secured by any of our property or assets. Thus, by owning a debt security, you are one of our unsecured creditors.

         The senior debt securities will constitute part of our senior debt, will be issued under a senior debt indenture described below and will rank equally with all of our other unsecured and unsubordinated debt.

         The subordinated debt securities will constitute part of our subordinated debt, will be issued under a subordinated debt indenture described below and will be subordinate in right of payment to all of our “senior indebtedness”, as defined in the subordinated debt indenture. The prospectus supplement for any series of subordinated debt securities will indicate the approximate amount of senior indebtedness outstanding as of the end of the most recent fiscal quarter. Neither indenture limits our ability to incur additional senior indebtedness.

         “Debt securities” in this prospectus refers to both the senior debt securities and the subordinated debt securities.

         The senior debt securities and the subordinated debt securities are each governed by a document called an indenture — the senior debt indenture, in the case of the senior debt securities, and the subordinated debt indenture, in the case of the subordinated debt securities. Each indenture is a contract between us and JPMorgan Chase Bank, which acts as trustee. The indentures are substantially identical, except for the covenant described below under “— Restrictive Covenants — Limitations on Liens and Other Encumbrances on Voting Stock of Designated Subsidiaries”, which is included only in the senior debt indenture, and the provisions relating to subordination, which are included only in the subordinated debt indenture.

         Reference to the indenture or the trustee with respect to any debt securities means the indenture under which those debt securities are issued and the trustee under that indenture.

         The trustee has two main roles:

• First, the trustee can enforce your rights against us if we default on our obligations under the terms of the applicable indenture or the debt securities. There are some limitations on the extent to which the trustee acts on your behalf, described later under “— Remedies if an Event of Default Occurs”; and

• Second, the trustee performs administrative duties for us, such as sending you interest payments, transferring your debt securities to a new buyer if you sell and sending you notices.

         The indentures and their associated documents contain the full legal text of the matters described in this section. The indentures and the debt securities are governed by the laws of the State of New York. A copy of the form of each indenture is an exhibit to our registration statement. See “Where You Can Find More Information” for information on how to obtain a copy.

         We may issue as many distinct series of debt securities under either indenture as we wish. This section summarizes the material terms of the debt securities that are common to all series, although the prospectus supplement which describes the terms of each series of debt securities may also describe differences with the material terms summarized here.

         Because this section is a summary, it does not describe every aspect of the debt securities. This summary is subject to and qualified in its entirety by reference to all the provisions of the indentures, including definitions of some of the terms used in the indentures. We describe the meaning for only the more important terms. Whenever we refer to the defined terms of the indentures in this prospectus or in the prospectus supplement, those defined terms are incorporated by reference here or in the prospectus supplement. You must look to the indentures for the most complete description of what we describe in summary form in this prospectus.

         This summary also is subject to and qualified by reference to the description of the particular terms of your series described in the prospectus supplement. Those terms may vary from the terms described in this prospectus. The prospectus supplement relating to each series of debt securities will be attached to the front of this prospectus.

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There may also be a further prospectus supplement, known as a pricing supplement, which contains the precise terms of debt securities you are offered.

         We may issue the debt securities as original issue discount securities, which are securities that are offered and sold at a substantial discount to their stated principal amount. The prospectus supplement relating to original issue discount securities will describe federal income tax consequences and other special considerations applicable to them. The debt securities may also be issued as indexed securities or securities denominated in foreign currencies or currency units, as described in more detail in the prospectus supplement relating to any of the particular debt securities. The prospectus supplement relating to specific debt securities will also describe any special considerations and any material additional tax considerations applicable to such debt securities.

         In addition, the specific financial, legal and other terms particular to a series of debt securities are described in the prospectus supplement and the pricing supplement relating to the series. The prospectus supplement relating to a series of debt securities will describe the following terms of the series:

• the title of the series of debt securities;

• whether it is a series of senior debt securities or a series of subordinated debt securities;

• any limit on the aggregate principal amount of the series of debt securities;

• the person to whom interest on a debt security is payable, if other than the holder on the regular record date;

• the date or dates on which the series of debt securities will mature;

• the rate or rates, which may be fixed or variable, per annum at which the series of debt securities will bear interest, if any, and the date or dates from which that interest, if any, will accrue;

• the place or places where the principal of (and premium, if any) and interest on the debt securities is payable;

• the dates on which interest, if any, on the series of debt securities will be payable and the regular record dates for the interest payment dates;

• any mandatory or optional sinking funds or analogous provisions or provisions for redemption at our option or the option of the holder;

• the date, if any, after which and the price or prices at which the series of debt securities may, in accordance with any optional or mandatory redemption provisions, be redeemed and the other detailed terms and provisions of those optional or mandatory redemption provisions, if any;

• if the debt securities may be converted into or exercised or exchanged for our common stock or preferred stock or any other of our securities, the terms on which conversion, exercise or exchange may occur, including whether conversion, exercise or exchange is mandatory, at the option of the holder or at our option, the period during which conversion, exercise or exchange may occur, the initial conversion, exercise or exchange price or rate and the circumstances or manner in which the amount of common stock or preferred stock or other securities issuable upon conversion, exercise or exchange may be adjusted;

• if other than denominations of $1,000 and any integral multiple thereof, the denominations in which the series of debt securities will be issuable;

• if other than the principal amount thereof, the portion of the principal amount of the series of debt securities which will be payable upon the declaration of acceleration of the maturity of such series of debt securities;

• the currency of payment of principal, premium, if any, and interest on the series of debt securities;

• if the currency of payment for principal, premium, if any, and interest on the series of debt securities is subject to our or a holder’s election, the currency or currencies in which payment can be made and the period within which, and the terms and conditions upon which, the election can be made;

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• any index, formula or other method used to determine the amount of payment of principal or premium, if any, and interest on the series of debt securities;

• the applicability of the provisions described under “— Restrictive Covenants — Defeasance”;

• any event of default under the series of debt securities if different from those described under “— Default and Related Matters — What Is an Event of Default?”;

• if the series of debt securities will be issuable only in the form of a global security, as described under “Legal Ownership — Global Securities”, the depository or its nominee with respect to the series of debt securities and the circumstances under which the global security may be registered for transfer or exchange in the name of a person other than the depository or its nominee;

• any proposed listing of the series of debt securities on any securities exchange; and

• any other special feature of the series of debt securities.

         Those terms may vary from the terms described here. Accordingly, this summary also is subject to and qualified by reference to the description of the terms of the series described in the prospectus supplement. The prospectus supplement relating to each series of debt securities will be attached to the front of this prospectus.

Legal Ownership

Street Name and Other Indirect Holders

         Investors who hold debt securities in accounts at banks or brokers will generally not be recognized by us as legal holders of debt securities. This is called holding in “street name”. Instead, we would recognize only the bank or broker, or the financial institution the bank or broker uses to hold its debt securities. These intermediary banks, brokers and other financial institutions pass along principal, interest and other payments on the debt securities, either because they agree to do so in their customer agreements or because they are legally required to do so. If you hold debt securities in street name, you should check with your own institution to find out:

• how it handles securities payments and notices;

• whether it imposes fees or charges;

• how it would handle voting if ever required;

• whether and how you can instruct it to send you debt securities registered in your own name so you can be a direct holder as described below; and

• how it would pursue rights under the debt securities if there were a default or other event triggering the need for holders to act to protect their interests.

Direct Holders

         Our obligations, as well as the obligations of the trustee and those of any third parties employed by us or the trustee, run only to persons or entities who are the direct holders of debt securities (i.e., those who are registered as holders of debt securities). As noted above, we do not have obligations to you if you hold in street name or through other indirect means, either because you choose to hold debt securities in that manner or because the debt securities are issued in the form of global securities as described below. For example, once we make payment to the registered holder, we have no further responsibility for the payment even if that registered holder is legally required to pass the payment along to you as a street name customer but does not do so.

Global Securities

         What Is a Global Security? A global security is a special type of indirectly held security, as described above under “— Street Name and Other Indirect Holders”.

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         If we choose to issue debt securities in the form of global securities, the ultimate beneficial owners can only be indirect holders. We do this by requiring that the global security be registered in the name of a financial institution we select and by requiring that the debt securities included in the global security not be transferred to the name of any other direct holder unless the special circumstances described below occur. The financial institution that acts as the sole direct holder of the global security is called the depositary.

         Any person wishing to own a debt security included in the global security must do so indirectly by virtue of an account with a broker, bank or other financial institution that in turn has an account with the depositary. The prospectus supplement indicates whether your series of debt securities will be issued only in the form of global securities.

         Special Investor Considerations for Global Securities. As an indirect holder, an investor’s rights relating to a global security will be governed by the account rules of the investor’s financial institution and of the depositary, as well as general laws relating to securities transfers. We do not recognize this type of investor as a registered holder of debt securities and instead deal only with the depositary that holds the global security.

         If you are an investor in debt securities that are issued only in the form of global securities, you should be aware that:

• you cannot get debt securities registered in your own name;

• you cannot receive physical certificates for your interest in the debt securities;

• you will be a street name holder and must look to your own bank or broker for payments on the debt securities and protection of your legal rights relating to the debt securities. See “— Street Name and Other Indirect Holders”;

• you may not be able to sell interests in the debt securities to some insurance companies and other institutions that are required by law to own their securities in the form of physical certificates;

• the depositary’s policies will govern payments, transfers, exchange and other matters relating to your interest in the global security. We and the trustee have no responsibility for any aspect of the depositary’s actions or for its records of ownership interests in the global security. We and the trustee also do not supervise the depositary in any way; and

• the depositary will require that interests in a global security be purchased or sold within its system using same-day funds for settlement.

         Special Situations When Global Security Will Be Terminated. In a few special situations described later, the global security will terminate and interests in it will be exchanged for physical certificates representing debt securities. After that exchange, the choice of whether to hold debt securities directly or in street name will be up to you. You must consult your own bank or broker to find out how to have your interests in debt securities transferred to your own name, so that you will be a direct holder. The rights of street name investors and direct holders in the debt securities have been previously described in the subsections entitled, “— Street Name and Other Indirect Holders” and “— Direct Holders”.

         The special situations for termination of a global security are:

• when the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary;

• when we notify the trustee that we wish to terminate the global security; or

• when an event of default on the debt securities has occurred and has not been cured.

         Defaults are discussed later under “— Default and Related Matters”.

         The prospectus supplement may also list additional situations for terminating a global security that would apply only to the particular series of debt securities covered by the prospectus supplement. When a global security terminates, the depositary (and not we or the trustee) is responsible for deciding the names of the institutions that will be the initial direct holders.

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         In the remainder of this description “you” means direct holders and not street name or other indirect holders of debt securities. Indirect holders should read the previous subsection entitled “— Street Name and Other Indirect Holders”.

Overview of the Remainder of this Description

         The remainder of this description summarizes:

• Additional Mechanics relevant to the debt securities under normal circumstances, such as how you transfer ownership and where we make payments;

• your rights under several Special Situations, such as if we merge with another company or if we want to change a term of the debt securities;

• Subordination Provisions in the subordinated debt indenture that may prohibit us from making payments on those securities;

• a Restrictive Covenant contained in the senior debt indenture that restricts our ability to incur liens and other encumbrances on the voting stock of some of our subsidiaries. A particular series of debt securities may have additional restrictive covenants;

• situations in which we may invoke the provisions relating to Defeasance;

• your rights if we Default or experience other financial difficulties; and

• our Relationship With the Trustee.

Additional Mechanics

Form, Exchange and Transfer

The debt securities will be issued:

• only in fully registered form;

• without interest coupons; and

• unless otherwise indicated in the prospectus supplement, in denominations that are even multiples of $1,000.

         You may have your debt securities broken into more debt securities of smaller denominations or combined into fewer debt securities of larger denominations, as long as the total principal amount is not changed. This is called an exchange.

         You may exchange or transfer debt securities at the office of the trustee. The trustee acts as our agent for registering debt securities in the names of holders and transferring debt securities. We may change this appointment to another entity or perform the service ourselves. The entity performing the role of maintaining the list of registered direct holders is called the security registrar. It will also register transfers of the debt securities.

         You will not be required to pay a service charge to transfer or exchange debt securities, but you may be required to pay for any tax or other governmental charge associated with the exchange or transfer. The transfer or exchange will only be made if the security registrar is satisfied with your proof of ownership.

         If we designate additional transfer agents, they will be named in the prospectus supplement. We may cancel the designation of any particular transfer agent. We may also approve a change in the office through which any transfer agent acts.

         If the debt securities are redeemable and we redeem less than all of the debt securities of a particular series, we may block the transfer or exchange of debt securities during the period beginning 15 days before the day we mail the notice of redemption and ending on the day of that mailing, in order to freeze the list of holders to prepare the

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mailing. We may also refuse to register transfers or exchanges of debt securities selected for redemption, except that we will continue to permit transfers and exchanges of the unredeemed portion of any debt security being partially redeemed.

Payment and Paying Agents

         We will pay interest to you if you are a direct holder listed in the trustee’s records at the close of business on a particular day in advance of each due date for interest, even if you no longer own the debt security on the interest due date. That particular day, usually about two weeks in advance of the interest due date, is called the regular record date and is stated in the prospectus supplement. Holders buying and selling debt securities must work out between them how to compensate for the fact that we will pay all the interest for an interest period to the one who is the registered holder on the regular record date. The most common manner is to adjust the sales price of the debt securities to pro rate interest fairly between buyer and seller. This pro rated interest amount is called accrued interest.

         We will pay interest, principal and any other money due on the debt securities at the corporate trust office of the trustee in New York City. That office is currently located at 450 West 33rd Street, 15th Floor, New York, New York 10001. You must make arrangements to have your payments picked up at or wired from that office. We may also choose to pay interest by mailing checks.

         Street name and other indirect holders should consult their banks or brokers for information on how they will receive payments.

         We may also arrange for additional payment offices, and may cancel or change these offices, including our use of the trustee’s corporate trust office. These offices are called paying agents. We may also choose to act as our own paying agent. We must notify you of changes in the paying agents for any particular series of debt securities.

Notices

         We and the trustee will send notices regarding the debt securities only to direct holders, using their addresses as listed in the trustee’s records.

         Regardless of who acts as paying agent, all money paid by us to a paying agent that remains unclaimed at the end of one year after the amount is due to direct holders will be repaid to us. After that one-year period, you may look only to us for payment and not to the trustee, any other paying agent or anyone else.

Special Situations

Mergers and Similar Events

         We are generally permitted to consolidate or merge with another company or firm. We are also permitted to sell or lease substantially all of our assets to another firm, or to buy or lease substantially all of the assets of another firm. However, we may not take any of these actions unless the following conditions (among others) are met:

• Where we merge out of existence or sell or lease substantially all our assets, the other firm may not be organized under a foreign country’s laws; that is, it must be a corporation, partnership or trust organized under the laws of a State of the United States or the District of Columbia or under federal law, and it must agree to be legally responsible for the debt securities.

• The merger, sale of assets or other transaction must not cause a default on the debt securities, and we must not already be in default, unless the merger or other transaction would cure the default. For purposes of this no-default test, a default would include an event of default that has occurred and not been cured. A default for this purpose would also include any event that would be an event of default if the requirements for giving us notice of our default or our default having to exist for a specific period of time were disregarded.

• It is possible that the merger, sale of assets or other transaction would cause some of our property to become subject to a mortgage or other legal mechanism giving lenders preferential rights in that property over other lenders, including the direct holders of the senior debt securities, or over our general creditors if we fail to pay them back. We have promised in our senior debt indenture to limit these preferential rights on voting stock of any designated subsidiaries, called liens, as discussed under “— Restrictive Covenants

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— Limitation on Liens and Other Encumbrances on Voting Stock of Designated Subsidiaries”. If a merger or other transaction would create any liens on the voting stock of our designated subsidiaries, we must comply with that restrictive covenant. We would do this either by deciding that the liens were permitted, or by following the requirements of the restrictive covenant to grant an equivalent or higher-ranking lien on the same voting stock to the direct holders of the senior debt securities.

Modification and Waiver

         There are four types of changes we can make to either indenture and the debt securities issued under that indenture.

Changes Requiring Your Approval. First, there are changes that cannot be made to your debt securities without your specific approval. Following is a list of those types of changes:

• change the payment due date of the principal or interest on a debt security;

• reduce any amounts due on a debt security;

• reduce the amount of principal payable upon acceleration of the maturity of a debt security (including the amount payable on an original issue discount security) following a default;

• change the place or currency of payment on a debt security;

• impair your right to sue for payment of any amount due on your debt security;

• impair any right that you may have to exchange or convert the debt security for or into securities or other property;

• reduce the percentage of direct holders of debt securities whose consent is needed to modify or amend the applicable indenture;

• reduce the percentage of direct holders of debt securities whose consent is needed to waive our compliance with certain provisions of the applicable indenture or to waive certain defaults; and

• modify any other aspect of the provisions dealing with modification and waiver of the applicable indenture.

Changes Requiring a Majority Vote. The second type of change to a particular indenture and the debt securities is the kind that requires a vote in favor by direct holders of debt securities owning a majority of the principal amount of all series affected thereby, voting together as a single class. Most changes, including waivers, as described below, fall into this category, except for changes noted above as requiring the approval of the holders of each security affected thereby, and, as noted below, changes not requiring approval.

         Each indenture provides that a supplemental indenture which changes or eliminates any covenant or other provision of the applicable indenture which has expressly been included solely for the benefit of one or more particular series of securities, or which modifies the rights of the holders of securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under the applicable indenture of the holders of securities of any other series.

Changes Not Requiring Approval. The third type of change does not require any vote by holders of debt securities. This type is limited to clarifications and certain other changes that would not adversely affect holders of the debt securities.

Changes by Waiver Requiring a Majority Vote. Fourth, we need a vote by direct holders of senior debt securities owning a majority of the principal amount of the particular series affected to obtain a waiver of certain of the restrictive covenants, including the one described later under “— Restrictive Covenants — Limitation on Liens and Other Encumbrances on Voting Stock of Designated Subsidiaries”. We also need such a majority vote to obtain a waiver of any past default, except a payment default listed in the first category described later under “— Default and Related Matters — Events of Default”.

Modification of Subordination Provisions. In addition, we may not modify the subordination provisions of the subordinated debt indenture in a manner that would adversely affect the outstanding subordinated debt securities of

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any one or more series in any material respect, without the consent of the direct holders of a majority in aggregate principal amount of all affected series, voting together as one class.

Further Details Concerning Voting. When taking a vote, we will use the following rules to decide how much principal amount to attribute to a debt security:

• for original issue discount securities, we will use the principal amount that would be due and payable on the voting date if the maturity of the debt securities were accelerated to that date because of a default;

• for debt securities whose principal amount is not known (for example, because it is based on an index) we will use a special rule for that debt security described in the prospectus supplement; or

• for debt securities denominated in one or more foreign currencies or currency units, we will use the U.S. dollar equivalent.

         Debt securities will not be considered outstanding, and therefore will not be eligible to vote, if we have deposited or set aside in trust for you money for their payment or redemption. Debt securities will also not be eligible to vote if they have been fully defeased as described under “Defeasance — Full Defeasance”.

         We will generally be entitled to set any day as a record date for the purpose of determining the direct holders of outstanding debt securities that are entitled to vote or take other action under the applicable indenture. In some circumstances, the trustee will be entitled to set a record date for action by direct holders. If we or the trustee set a record date for a vote or other action to be taken by holders of a particular series, that vote or action may be taken only by persons who are direct holders of outstanding securities of that series on the record date and must be taken within 90 days following the record date.

         Street name and other indirect holders should consult their banks or brokers for information on how approval may be granted or denied if we seek to change an indenture or the debt securities or request a waiver.

Subordination Provisions

         Direct holders of subordinated debt securities should recognize that contractual provisions in the subordinated debt indenture may prohibit us from making payments on those securities. Subordinated debt securities are subordinate and junior in right of payment, to the extent and in the manner stated in the subordinated debt indenture, to all of our senior indebtedness, as defined in the subordinated debt indenture, including all debt securities we have issued and will issue under the senior debt indenture.

         Under the subordinated debt indenture, “senior indebtedness” includes all of our obligations to pay principal, premium, interest, penalties, fees and other charges:

• for borrowed money;

• in the form of or evidenced by other instruments, including obligations incurred in connection with our purchase of property, assets or businesses;

• under capital leases;

• under letters of credit, bankers’ acceptances or similar facilities;

• issued or assumed in the form of a deferred purchase price of property or services, such as master leases;

• under swaps and other hedging arrangements;

• pursuant to our guarantee of another entity’s obligations and all dividend obligations guaranteed by us; and

• to satisfy the expenses and fees of the subordinated debt indenture trustee under the subordinated debt indenture.

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         The following types of our indebtedness will not rank senior to the subordinated debt securities:

• indebtedness we owe to a subsidiary of ours (other than the John Nuveen Company and its consolidated subsidiaries);

• indebtedness which, by its terms, expressly provides that it does not rank senior to the subordinated debt securities;

• indebtedness incurred in the form of trade accounts payable or accrued liabilities arising in the ordinary course of business;

• indebtedness we owe to any trust, other than the Trust and St. Paul Capital Trust I (a statutory business trust created under Delaware law by us), or a trustee of such trust, partnership or other entity affiliated with us, that is our financing vehicle, and which has issued equity securities or other securities that are similar to the preferred securities; and

• indebtedness we may incur in violation of the subordinated debt indenture.

         The subordinated debt indenture provides that, unless all principal of and any premium or interest on the senior indebtedness has been paid in full, no payment or other distribution may be made in respect of any subordinated debt securities in the following circumstances:

• in the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization, assignment for creditors or other similar proceedings or events involving us or our assets; or

• (a) in the event and during the continuation of any default in the payment of principal, premium, if any, or interest on any senior indebtedness beyond any applicable grace period or (b) in the event that any event of default with respect to any senior indebtedness has occurred and is continuing, permitting the direct holders of that senior indebtedness (or a trustee) to accelerate the maturity of that senior indebtedness, whether or not the maturity is in fact accelerated (unless, in the case of (a) or (b), the payment default or event of default has been cured or waived or ceased to exist and any related acceleration has been rescinded) or (c) in the event that any judicial proceeding is pending with respect to a payment default or event of default described in (a) or (b).

         If the trustee under the subordinated debt indenture or any direct holders of the subordinated debt securities receive any payment or distribution that is prohibited under the subordination provisions, then the trustee or the direct holders will have to repay that money to the direct holders of the senior indebtedness.

         Even if the subordination provisions prevent us from making any payment when due on the subordinated debt securities of any series, we will be in default on our obligations under that series if we do not make the payment when due. This means that the trustee under the subordinated debt indenture and the direct holders of that series can take action against us, but they will not receive any money until the claims of the direct holders of senior indebtedness have been fully satisfied.

Restrictive Covenants

General

         We have made certain promises in each indenture called “covenants” where, among other things, we promise to maintain our corporate existence and all licenses and material permits necessary for our business. In addition, in the senior debt indenture we have made the promise described in the next paragraph. The subordinated debt indenture does not include the promise described in the next paragraph.

Limitation on Liens and Other Encumbrances on Voting Stock of Designated Subsidiaries

         Some of our property may be subject to a mortgage or other legal mechanism that gives our lenders preferential rights in that property over other lenders, including the direct holders of the senior debt securities, or over our

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general creditors if we fail to pay them back. These preferential rights are called liens. In the senior debt indenture, we promise not to create, issue, assume, incur or guarantee any indebtedness for borrowed money that is secured by a mortgage, pledge, lien, security interest or other encumbrance on any voting stock of a designated subsidiary, unless we also secure all the senior debt securities that are deemed outstanding under the senior debt indenture equally with, or prior to, the indebtedness being secured, together with, at our election, any of our or any designated subsidiary’s other indebtedness. This promise does not restrict our ability to sell or otherwise dispose of our interests in any designated subsidiary.

         As used here:

• voting stock means all classes of stock (including any interest in such stock) outstanding of a designated subsidiary that are normally entitled to vote in elections of directors;

• designated subsidiary means St. Paul Fire and Marine Insurance Company and any of our other subsidiaries that has assets exceeding 20% of our consolidated assets. As of the date of this prospectus, St. Paul Fire and Marine Insurance Company and United States Fidelity and Guaranty Company are the only subsidiaries satisfying this 20% test. For purposes of applying the 20% test, the assets of a subsidiary and our consolidated assets are both determined as of the last day of the most recent calendar quarter ended at least 30 days prior to the date of the 20% test and in accordance with generally accepted accounting principles as in effect on the last day of such calendar quarter; and

• subsidiary means a corporation, partnership or trust in which we and/or one or more of our other subsidiaries owns at least 50% of the voting stock, which is a kind of stock that ordinarily permits its owners to vote for election of directors.

Defeasance

         The following discussion of full defeasance and covenant defeasance will be applicable to your series of debt securities only if we choose to have them apply to that series. If we do so choose, we will state that in the prospectus supplement.

Full Defeasance. If there is a change in federal tax law, as described below, we can legally release ourselves from any payment or other obligations on the debt securities, called full defeasance, if we put in place the following arrangements for you to be repaid:

• we must deposit in trust for your benefit and the benefit of all other direct holders of the debt securities a combination of money and U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the debt securities on their various due dates;

• there must be a change in current federal tax law or a U.S. Internal Revenue Service ruling that lets us make the above deposit without causing you to be taxed on the debt securities any differently than if we did not make the deposit and just repaid the debt securities ourselves. (Under current federal tax law, the deposit and our legal release from the debt securities would be treated as though we took back your debt securities and gave you your share of the cash and notes or bonds deposited in trust. In that event, you could recognize gain or loss on the debt securities you give back to us.);

• we must deliver to the trustee a legal opinion of our counsel confirming the tax law change described above; and

• in the case of the subordinated debt securities, the following requirements must also be met:

• no event or condition may exist that, under the provisions described above under “— Subordination Provisions”, would prevent us from making payments of principal, premium or interest on those subordinated debt securities on the date of the deposit referred to above or during the 90 days after that date; and

• we must deliver to the trustee an opinion of counsel to the effect that (a) the trust funds will not be subject to any rights of direct holders of senior indebtedness and (b) after the 90-day period referred to above, the trust funds will not be subject to any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, except that if a court were to rule under any of those

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laws in any case or proceeding that the trust funds remained our property, then the relevant trustee and the direct holders of the subordinated debt securities would be entitled to some enumerated rights as secured creditors in the trust funds.

         If we ever did accomplish full defeasance, as described above, you would have to rely solely on the trust deposit for repayment on the debt securities. In addition, in the case of subordinated debt securities, the provisions described above under “— Subordination Provisions” will not apply. You could not look to us for repayment in the unlikely event of any shortfall. Conversely, the trust deposit would most likely be protected from claims of our lenders and other creditors if we ever become bankrupt or insolvent.

Covenant Defeasance. Under current federal tax law, we can make the same type of deposit described above and be released from some of the restrictive covenants in the debt securities. This is called covenant defeasance. In that event, you would lose the protection of those restrictive covenants but would gain the protection of having money and securities set aside in trust to repay the debt securities. In order to achieve covenant defeasance, we must do the following:

• we must deposit in trust for your benefit and the benefit of all other direct holders of the debt securities a combination of money and U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the debt securities on their various due dates; and

• we must deliver to the trustee a legal opinion of our counsel confirming that under current federal income tax law we may make the above deposit without causing you to be taxed on the debt securities any differently than if we did not make the deposit and just repaid the debt securities ourselves.

         If we accomplish covenant defeasance, the following provisions, among others, of the indentures and the debt securities would no longer apply:

• our promises regarding conduct of our business previously described under “— Limitation on Liens and Other Encumbrances on Voting Stock of Designated Subsidiaries”, and any other covenants applicable to the series of debt securities and described in the prospectus supplement;

• the condition regarding the treatment of liens when we merge or engage in similar transactions, as described under “— Special Situations — Mergers and Similar Events”; and

• the events of default relating to breach of covenants, described under “— Default and Related Matters — Events of Default — What Is an Event of Default?”.

         In addition, in the case of subordinated debt securities, the provisions described above under “— Subordination Provisions” will not apply if we accomplish covenant defeasance.

         If we accomplish covenant defeasance, you could still look to us for repayment of the debt securities if there were a shortfall in the trust deposit. In fact, if one of the remaining events of default occurs, such as our bankruptcy, and the debt securities become immediately due and payable, there may be a shortfall in the trust deposit. Depending on the event causing the default, you may not be able to obtain payment of the shortfall.

Default and Related Matters

Ranking With Our Other Unsecured Creditors

         The debt securities are not secured by any of our property or assets. Accordingly, your ownership of debt securities means that you are one of our unsecured creditors. The senior debt securities are not subordinated to any of our debt obligations and therefore they rank equally with all of our other unsecured and unsubordinated indebtedness. The subordinated debt securities are subordinate and junior in right of payment to all of our senior indebtedness, as defined in the subordinated debt indenture.

Events of Default

         You will have special rights if an event of default occurs and is not cured, as described later in this subsection.

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What Is an Event of Default? The term “event of default” means any of the following:

• we do not pay the principal or any premium on a debt security on its due date;

• we do not pay interest on a debt security within 30 days of its due date;

• we do not deposit money into a separate custodial account, known as sinking fund, when such deposit is due, if we agree to maintain any such sinking fund;

• we remain in breach of the restrictive covenant described previously under “— Restrictive Covenants—Limitation on Liens and Other Encumbrances on Voting Stock of Designated Subsidiaries” or any other term of the applicable indenture for 90 days after we receive a notice of default stating we are in breach. The notice must be sent by either the trustee or direct holders of at least 25% of the principal amount of debt securities of the affected series;

• we file for bankruptcy or certain other events of bankruptcy, insolvency or reorganization occur; or

• any other event of default described in the prospectus supplement occurs.

Remedies If an Event of Default Occurs. If you are the holder of a subordinated debt security, all remedies available upon the occurrence of an event of default under the subordinated debt indenture will be subject to the restrictions on the subordinated debt securities described above under “— Subordination Provisions”. If an event of default has occurred and has not been cured, the trustee or the direct holders of 25% in principal amount of the debt securities of the affected series may declare the entire principal amount (or, in the case of original issue discount securities, the portion of the principal amount that is specified in the terms of the affected debt security) of all the debt securities of that series to be due and immediately payable. This is called a declaration of acceleration of maturity. However, a declaration of acceleration of maturity may be canceled by the direct holders of at least a majority in principal amount of the debt securities of the affected series.

         Reference is made to the prospectus supplement relating to any series of debt securities which are original issue discount securities for the particular provisions relating to acceleration of the maturity of a portion of the principal amount of original issue discount securities upon the occurrence of an event of default and its continuation.

         Except in cases of default, where the trustee has some special duties, the trustee is not required to take any action under the indentures at the request of any holders unless the direct holders offer the trustee reasonable protection from expenses and liability, called an indemnity. If reasonable indemnity is provided, the direct holders of a majority in principal amount of the outstanding debt securities of the relevant series may direct the time, method and place of conducting any lawsuit or other formal legal action seeking any remedy available to the trustee. These majority direct holders may also direct the trustee in performing any other action under the applicable indenture with respect to the debt securities of that series.

         Before you bypass the trustee and bring your own lawsuit or other formal legal action or take other steps to enforce your rights or protect your interests relating to the debt securities, the following must occur:

• you must give the trustee written notice that an event of default has occurred and remains uncured;

• the direct holders of 25% in principal amount of all outstanding debt securities of the relevant series must make a written request that the trustee take action because of the default, and must offer reasonable indemnity to the trustee against the cost and other liabilities of taking that action;

• the trustee must have not received from direct holders of a majority in principal amount of the outstanding debt securities of that series a direction inconsistent with the written notice; and

• the trustee must have not taken action for 90 days after receipt of the above notice and offer of indemnity.

         However, you are entitled at any time to bring a lawsuit for the payment of money due on your debt security on or after its due date.

         Street name and other indirect holders should consult their banks or brokers for information on how to give notice or direction to or make a request of the trustee and to make or cancel a declaration of acceleration.

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         We will furnish to the trustee every year a written statement of certain of our officers certifying that to their knowledge we are in compliance with the applicable indenture and the debt securities issued under it, or else specifying any default.

Our Relationship With the Trustee

         JPMorgan Chase Bank, the trustee under the indentures and the institutional trustee and Delaware trustee to each of the Trust and St. Paul Capital Trust I (a statutory business trust created under Delaware law by us), together with its affiliates, has a $73 million participation under a revolving credit agreement among us and certain banks named in it providing for aggregate borrowing by us of a maximum of $400 million, none of which was outstanding at September 30, 2001. In addition, JPMorgan Chase Bank has a $50 million participation under a revolving credit agreement among The John Nuveen Company, one of our subsidiaries, and certain banks named in it providing for aggregate borrowing by The John Nuveen Company of a maximum of $250 million, $173 million of which was outstanding at September 30, 2001. JPMorgan Chase Bank is also the trustee under other indentures pursuant to which we or our subsidiaries have issued debt securities.

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DESCRIPTION OF PREFERRED STOCK WE MAY OFFER

         We may issue preferred stock in one or more series, as described below. The following briefly summarizes the provisions of our restated articles of incorporation that would be important to holders of our preferred stock. The following description may not be complete and is subject to, and qualified in its entirety by reference to, the terms and provisions of our restated articles of incorporation which is an exhibit to the registration statement which contains this prospectus.

         The description of most of the financial and other specific terms of your series will be in the prospectus supplement accompanying this prospectus. Those terms may vary from the terms described here.

         As you read this section, please remember that the specific terms of your series of preferred stock as described in your prospectus supplement will supplement and, if applicable, may modify or replace the general terms described in this section. If there are differences between your prospectus supplement and this prospectus, your prospectus supplement will control. Thus, the statements we make in this section may not apply to your series of preferred stock.

         Reference to a series of preferred stock means all of the shares of preferred stock issued as part of the same series under a certificate of designations filed as part of our restated articles of incorporation. Reference to your prospectus supplement means the prospectus supplement describing the specific terms of the preferred stock you purchase. The terms used in your prospectus supplement will have the meanings described in this prospectus, unless otherwise specified.

Our Authorized Preferred Stock

         Under our restated articles of incorporation our board of directors is authorized, without further action by our shareholders, to establish from the 5,000,000 undesignated shares authorized by our restated articles of incorporation one or more classes and series, to designate each such class and series, to fix the relative rights and preferences of each such class and series and to issue such shares. Such rights and preferences may be superior to common stock as to dividends, distributions of assets (upon liquidation or otherwise) and voting rights. Undesignated shares may be convertible into shares of any other series or class of stock, including common stock, if our board of directors so determines. Our board of directors will fix the terms of the series of preferred stock it designates by resolution adopted before we issue any shares of the series of preferred stock.

         The prospectus supplement relating to the particular series of preferred stock will contain a description of the specific terms of that series as fixed by our board of directors, including, as applicable:

• the offering price at which we will issue the preferred stock;

• the title, designation of number of shares and stated value of the preferred stock;

• the dividend rate or method of calculation, the payment dates for dividends and the place or places where the dividends will be paid, whether dividends will be cumulative or noncumulative, and, if cumulative, the dates from which dividends will begin to cumulate;

• any conversion or exchange rights;

• whether the preferred stock will be subject to redemption and the redemption price and other terms and conditions relative to the redemption rights;

• any liquidation rights;

• any sinking fund provisions;

• any voting rights; and

• any other rights, preferences, privileges, limitations and restrictions that are not inconsistent with the terms of our restated articles of incorporation.

         When we issue and receive payment for shares of preferred stock, the shares will be fully paid and nonassessable, which means that its holders will have paid their purchase price in full and that we may not ask them

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to surrender additional funds. Holders of preferred stock will not have any preemptive or subscription rights to acquire more of our stock. Unless otherwise specified in the prospectus supplement relating to a particular series of preferred stock, each series of preferred stock will rank on a parity in all respects with each other series of preferred stock and prior to our common stock as to dividends and any distribution of our assets.

         The rights of holders of the preferred stock offered may be adversely affected by the rights of holders of any shares of preferred stock that may be issued in the future. Our board of directors may cause shares of preferred stock to be issued in public or private transactions for any proper corporate purposes and may include issuances to obtain additional financing in connection with acquisitions, and issuances to officers, directors and employees pursuant to benefit plans. Our board of directors’ ability to issue shares of preferred stock may discourage attempts by others to acquire control of us without negotiation with our board of directors, as it may make it difficult for a person to acquire us without negotiating with our board of directors.

Redemption

         If so specified in the applicable prospectus supplement, a series of preferred stock may be redeemable at any time, in whole or in part, at our option or the holder’s, and may be mandatorily redeemed.

         Any restriction on the repurchase or redemption by us of our preferred stock while we are in arrears in the payment of dividends will be described in the applicable prospectus supplement.

         Any partial redemptions of preferred stock will be made in a way that our board of directors decides is equitable.

         Unless we default in the payment of the redemption price, dividends will cease to accrue after the redemption date on shares of preferred stock called for redemption and all rights of holders of these shares will terminate except for the right to receive the redemption price.

Dividends

         Holders of each series of preferred stock will be entitled to receive dividends when, as and if declared by our board of directors from funds legally available for payment of dividends. The rates and dates of payment of dividends will be set forth in the applicable prospectus supplement relating to each series of preferred stock. Dividends will be payable to holders of record of preferred stock as they appear on our books on the record dates fixed by the board of directors. Dividends on any series of preferred stock may be cumulative or noncumulative, as set forth in the applicable prospectus supplement.

         We may not declare, pay or set apart funds for payment of dividends on a particular series of preferred stock unless full dividends on any other series of preferred stock that ranks equally with or senior to the series of preferred stock have been paid or sufficient funds have been set apart for payment for either of the following:

• all prior dividend periods of the other series of preferred stock that pay dividends on a cumulative basis; or

• the immediately preceding dividend period of the other series of preferred stock that pay dividends on a noncumulative basis.

         Partial dividends declared on shares of any series of preferred stock and other series of preferred stock ranking on an equal basis as to dividends will be declared pro rata. A pro rata declaration means that the ratio of dividends declared per share to accrued dividends per share will be the same for each series of preferred stock.

Conversion or Exchange Rights

         The prospectus supplement relating to any series of preferred stock that is convertible, exercisable or exchangeable will state the terms on which shares of that series are convertible into or exercisable or exchangeable for shares of common stock, another series of our preferred stock or our other securities or debt or equity securities of third parties.

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Liquidation Preference

         In the event of our voluntary or involuntary liquidation, dissolution or winding-up, holders of each series of our preferred stock will have the right to receive distributions upon liquidation in the amount described in the applicable prospectus supplement relating to each series of preferred stock, plus an amount equal to any accrued and unpaid dividends. These distributions will be made before any distribution is made on the common stock or on any securities ranking junior to the preferred stock upon liquidation, dissolution or winding-up.

         If the liquidation amounts payable relating to the preferred stock of any series and any other securities ranking on a parity regarding liquidation rights are not paid in full, the holders of the preferred stock of that series and the other securities will have the right to a ratable portion of our available assets, up to the full liquidation preference of each security. Holders of these series of preferred stock or other securities will not be entitled to any other amounts from us after they have received their full liquidation preference.

Voting Rights

         The holders of shares of preferred stock will have no voting rights, except:

• as otherwise stated in the applicable prospectus supplement;

• as otherwise stated in the certificate of designations establishing the series; or

• as required by applicable law.

Transfer Agent and Registrar

         The transfer agent, registrar and dividend disbursement agent for the preferred stock will be stated in the applicable prospectus supplement. The registrar for shares of preferred stock will send notices to shareholders of any meetings at which holders of the preferred stock have the right to elect directors or to vote on any other matter.

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DESCRIPTION OF DEPOSITARY SHARES WE MAY OFFER

         The following briefly summarizes the provisions of the depositary shares and depositary receipts that we may issue from time to time and which would be important to holders of depositary receipts, other than pricing and related terms which will be disclosed in the applicable prospectus supplement. The prospectus supplement will also state whether any of the generalized provisions summarized below do not apply to the depositary shares or depositary receipts being offered and provide any additional provisions applicable to the depositary shares or depositary receipts being offered. The following description and any description in a prospectus supplement may not be complete and is subject to, and qualified in its entirety by reference to the terms and provisions of the form of deposit agreement filed as an exhibit to the registration statement which contains this prospectus.

Description of Depositary Shares

         We may offer depositary shares evidenced by depositary receipts. Each depositary share represents a fraction or a multiple of a share of the particular series of preferred stock issued and deposited with a depositary. The fraction or the multiple of a share of preferred stock which each depositary share represents will be set forth in the applicable prospectus supplement.

         We will deposit the shares of any series of preferred stock represented by depositary shares according to the provisions of a deposit agreement to be entered into between us and a bank or trust company which we will select as our preferred stock depositary. We will name the depositary in the applicable prospectus supplement. Each holder of a depositary share will be entitled to all the rights and preferences of the underlying preferred stock in proportion to the applicable fraction or multiple of a share of preferred stock represented by the depositary share. These rights include dividend, voting, redemption, conversion and liquidation rights. The depositary will send the holders of depositary shares all reports and communications that we deliver to the depositary and which we are required to furnish to the holders of depositary shares.

Depositary Receipts

         The depositary shares will be evidenced by depositary receipts issued pursuant to the deposit agreement. Depositary receipts will be distributed to anyone who is buying the fractional shares of preferred stock in accordance with the terms of the applicable prospectus supplement.

Withdrawal of Preferred Stock

         Unless the related depositary shares have previously been called for redemption, a holder of depositary shares may receive the number of whole shares of the related series of preferred stock and any money or other property represented by the holder’s depositary receipts after surrendering the depositary receipts at the corporate trust office of the depositary, paying any taxes, charges and fees provided for in the deposit agreement and complying with any other requirement of the deposit agreement. Partial shares of preferred stock will not be issued. If the surrendered depositary shares exceed the number of depositary shares that represent the number of whole shares of preferred stock the holder wishes to withdraw, then the depositary will deliver to the holder at the same time a new depositary receipt evidencing the excess number of depositary shares. Once the holder has withdrawn the preferred stock, the holder will not be entitled to re-deposit that preferred stock under the deposit agreement or to receive depositary shares in exchange for such preferred stock. We do not expect that there will be any public trading market for withdrawn shares of preferred stock.

Dividends and Other Distributions

         The depositary will distribute to record holders of depositary shares any cash dividends or other cash distributions it receives on preferred stock, after deducting its fees and expenses. Each holder will receive these distributions in proportion to the number of depositary shares owned by the holder. The depositary will distribute only whole U.S. dollars and cents. The depositary will add any fractional cents not distributed to the next sum received for distribution to record holders of depositary shares.

         In the event of a non-cash distribution, the depositary will distribute property to the record holders of depositary shares, unless the depositary determines that it is not feasible to make such a distribution. If this occurs, the depositary may, with our approval, sell the property and distribute the net proceeds from the sale to the holders.

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         The amounts distributed to holders of depositary shares will be reduced by any amounts required to be withheld by the preferred stock depositary or by us on account of taxes or other governmental charges.

Redemption of Depositary Shares

         If the series of preferred stock represented by depositary shares is subject to redemption, then we will give the necessary proceeds to the depositary. The depositary will then redeem the depositary shares using the funds they received from us for the preferred stock. The redemption price per depositary share will be equal to the redemption price payable per share for the applicable series of the preferred stock and any other amounts per share payable with respect to the preferred stock multiplied by the fraction of a share of preferred stock represented by one depositary share. Whenever we redeem shares of preferred stock held by the depositary, the depositary will redeem the depositary shares representing the shares of preferred stock on the same day provided we have paid in full to the depositary the redemption price of the preferred stock to be redeemed and any accrued and unpaid dividends. If fewer than all the depositary shares of a series are to be redeemed, the depositary shares will be selected by lot or ratably or by any other equitable methods as the depositary will decide.

         After the date fixed for redemption, the depositary shares called for redemption will no longer be considered outstanding. Therefore, all rights of holders of the depositary shares will cease, except that the holders will still be entitled to receive any cash payable upon the redemption and any money or other property to which the holder was entitled at the time of redemption. To receive this amount or other property, the holders must surrender the depositary receipts evidencing their depositary shares to the preferred stock depositary. Any funds that we deposit with the preferred stock depositary for any depositary shares that the holders fail to redeem will be returned to us after a period of one year from the date we deposit the funds.

Voting the Preferred Stock

         Upon receipt of notice of any meeting at which the holders of preferred stock are entitled to vote, the depositary will notify holders of depositary shares of the upcoming vote and arrange to deliver our voting materials to the holders. The record date for determining holders of depositary shares that are entitled to vote will be the same as the record date for the preferred stock. The materials the holders will receive will (1) describe the matters to be voted on and (2) explain how the holders, on a certain date, may instruct the depositary to vote the shares of preferred stock underlying the depositary shares. For instructions to be valid, the depositary must receive them on or before the date specified. To the extent possible, the depositary will vote the shares as instructed by the holder. We agree to take all reasonable actions that the depositary determines are necessary to enable it to vote as a holder has instructed. If the depositary does not receive specific instructions from the holders of any depositary shares, it will vote all shares of that series held by it proportionately with instructions received.

Conversion or Exchange

         The depositary, with our approval or at our instruction, will convert or exchange all depositary shares if the preferred stock underlying the depositary shares is converted or exchanged. In order for the depositary to do so, we will need to deposit the other preferred stock, common stock or other securities into which the preferred stock is to be converted or for which it will be exchanged.

         The exchange or conversion rate per depositary share will be equal to:

• the exchange or conversion rate per share of preferred stock, multiplied by the fraction or multiple of a share of preferred stock represented by one depositary share;

• plus all money and any other property represented by one depositary share; and

• including all amounts per depositary share paid by us for dividends that have accrued on the preferred stock on the exchange or conversion date and that have not been paid.

         The depositary shares, as such, cannot be converted or exchanged into other preferred stock, common stock, securities of another issuer or any other of our securities or property. Nevertheless, if so specified in the applicable prospectus supplement, a holder of depositary shares may be able to surrender the depositary receipts to the depositary with written instructions asking the depositary to instruct us to convert or exchange the preferred stock represented by the depositary shares into other shares of our preferred stock or common stock or to exchange the preferred stock for securities of another issuer. If the depositary shares carry this right, we would agree that, upon the payment of any applicable fees, we will cause the conversion or exchange of the preferred stock using the same

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procedures as we use for the delivery of preferred stock. If a holder is only converting part of the depositary shares represented by a depositary receipt, new depositary receipts will be issued for any depositary shares that are not converted or exchanged.

Amendment and Termination of the Deposit Agreement

         We may agree with the depositary to amend the deposit agreement and the form of depositary receipt without consent of the holder at any time. However, if the amendment adds or increases fees or charges (other than any change in the fees of any depositary, registrar or transfer agent) or prejudices an important right of holders, it will only become effective with the approval of holders of at least a majority of the affected depositary shares then outstanding. We will make no amendment that impairs the right of any holder of depositary shares, as described above under “— Withdrawal of Preferred Stock”, to receive shares of preferred stock and any money or other property represented by those depositary shares, except in order to comply with mandatory provisions of applicable law. If an amendment becomes effective, holders are deemed to agree to the amendment and to be bound by the amended deposit agreement if they continue to hold their depositary receipts.

         The deposit agreement automatically terminates if:

• all outstanding depositary shares have been redeemed or converted or exchanged for any other securities into which they or the underlying preferred stock are convertible or exchangeable;

• each share of preferred stock has been converted into or exchanged for common stock; or

• a final distribution in respect of the preferred stock has been made to the holders of depositary receipts in connection with our liquidation, dissolution or winding-up.

         We may also terminate the deposit agreement at any time we wish. If we do so, the depositary will give notice of termination to the record holders not less than 30 days before the termination date. Once depositary receipts are surrendered to the depositary, it will send to each holder the number of whole or fractional shares of the series of preferred stock underlying that holder’s depositary receipts.

Charges of Depositary and Expenses

         We will pay the fees, charges and expenses of the depositary provided in the deposit agreement to be payable by us. Holders of depositary receipts will pay any taxes and governmental charges and any charges provided in the deposit agreement to be payable by them. If the depositary incurs fees, charges or expenses for which it is not otherwise liable at the election of a holder of a depositary receipt or other person, that holder or other person will be liable for those fees, charges and expenses.

Limitations on Our Obligations and Liability to Holders of Depositary Receipts

         The deposit agreement expressly limits our obligations and the obligations of the depositary. It also limits our liability and the liability of the depositary as follows:

• we and the depositary are only liable to the holders of depositary receipts for negligence or willful misconduct;

• we and the depositary have no obligation to become involved in any legal or other proceeding related to the depositary receipts or the deposit agreement on your behalf or on behalf of any other party, unless you provide us with satisfactory indemnity; and

• we and the depositary may rely upon any written advice of counsel or accountants and on any documents we believe in good faith to be genuine and to have been signed or presented by the proper party.

Resignation and Removal of Depositary

         The depositary may resign at any time by notifying us of its election to do so. In addition, we may remove the depositary at any time. Within 60 days after the delivery of the notice of resignation or removal of the depositary, we will appoint a successor depositary.

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DESCRIPTION OF OUR COMMON STOCK

         The following briefly summarizes the provisions of our restated articles of incorporation and bylaws that would be important to holders of common stock. The following description may not be complete and is subject to, and qualified in its entirety by reference to, the terms and provisions of our restated articles of incorporation and bylaws which are exhibits to the registration statement which contains this prospectus.

Our Common Stock

         Our authorized capital stock includes 480,000,000 shares of common stock. As of October 31, 2001, there were 207,405,759 shares of common stock outstanding, which were held by approximately 17,795 shareholders of record.

         Each share of common stock is entitled to participate pro rata in distributions upon liquidation, subject to the rights of holders of preferred shares, and to one vote on all matters submitted to a vote of shareholders, including the election of directors. A vote of two-thirds of the voting power of all outstanding voting shares is required in order to approve certain business combinations or to amend the provisions in our restated articles of incorporation applicable to such business combinations. Holders of common stock have no preemptive or similar equity preservation rights, and cumulative voting of shares in the election of directors is prohibited.

         The holders of common stock may receive cash dividends as declared by our board of directors out of funds legally available for that purpose, subject to the rights of any holders of preferred shares. We are a holding company, and our primary source for the payment of dividends is dividends from our subsidiaries. Various state laws and regulations limit the amount of dividends that may be paid to us by our insurance subsidiaries.

         The outstanding shares of common stock are, and the shares of common stock offered by the registration statement when issued will be, fully paid and nonassessable.

         Our common stock is listed on the New York Stock Exchange under the symbol “SPC”.

Transfer Agent

         The transfer agent and registrar for our common stock is Wells Fargo Bank Minnesota, N.A.

Limitation of Liability and Indemnification Matters

         We are subject to Minnesota Statutes, Chapter 302A. Minnesota Statutes, Section 302A.521, provides that a corporation shall indemnify any person made or threatened to be made a party to a proceeding by reason of the former or present official capacity (as defined) of that person against judgments, penalties, fines (including, without limitation, excise taxes assessed against such person with respect to an employee benefit plan), settlements and reasonable expenses (including attorneys’ fees and disbursements), incurred by such person in connection with the proceeding, if, with respect to the acts or omissions of that person complained of in the proceeding, that person:

• has not been indemnified therefor by another organization or employee benefit plan;

• acted in good faith;

• received no improper personal benefit and Section 302A.255 (with respect to director conflicts of interest), if applicable, has been satisfied;

• in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful; and

• reasonably believed that the conduct was in the best interests of the corporation in the case of acts or omissions in that person’s official capacity for the corporation, or, in the case of acts or omissions in that person’s official capacity for other affiliated organizations, reasonably believed that the conduct was not opposed to the best interests of the corporation.

         Our bylaws provide that, subject to the limitations of the next sentence, we will indemnify and make permitted advances to a person made or threatened to be made a party to a proceeding by reason of his former or present official capacity against judgments, penalties, fines (including, without limitation, excise taxes assessed against the person with respect to an employee benefit plan), settlements and reasonable expenses (including, without

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limitation, attorneys’ fees and disbursements) incurred by that person in connection with the proceeding in the manner and to the fullest extent permitted or required by Section 302A.521. However, we will neither indemnify nor make advances under Section 302A.521 to any person who at the time of the occurrence or omission, which is claimed to have given rise to the matter which is the subject of the proceeding, only had an agency relationship to us and was not at that time our officer, director or employee unless such person and we were at that time parties to a written contract for indemnification or advances with respect to such matter or unless our board of directors specifically authorizes such indemnification or advances.

         We have directors’ and officers’ liability insurance policies, with coverage of up to $200 million, subject to various deductibles and exclusions from coverage.

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DESCRIPTION OF WARRANTS WE MAY OFFER

General

         We may issue warrants to purchase senior debt securities, subordinated debt securities, preferred stock, common stock or any combination of these securities and these warrants may be issued by us independently or together with any underlying securities and may be attached or separate from the underlying securities. We will issue each series of warrants under a separate warrant agreement to be entered into between us and a warrant agent. The warrant agent will act solely as our agent in connection with the warrants of such series and will not assume any obligation or relationship of agency for or with holders or beneficial owners of warrants.

         The following outlines some of the general terms and provisions of the warrants. Further terms of the warrants and the applicable warrant agreement will be stated in the applicable prospectus supplement. The following description and any description of the warrants in a prospectus supplement may not be complete and is subject to and qualified in its entirety by reference to the terms and provisions of the warrant agreement, a form of which has been filed as an exhibit to the registration statement which contains this prospectus.

         The applicable prospectus supplement will describe the terms of any warrants that we may offer, including the following:

• the title of the warrants;

• the total number of warrants;

• the price or prices at which the warrants will be issued;

• the currency or currencies investors may use to pay for the warrants;

• the designation and terms of the underlying securities purchasable upon exercise of the warrants;

• the price at which and the currency or currencies, including composite currencies, in which investors may purchase the underlying securities purchasable upon exercise of the warrants;

• the date on which the right to exercise the warrants will commence and the date on which the right will expire;

• whether the warrants will be issued in registered form or bearer form;

• information with respect to book-entry procedures, if any;

• if applicable, the minimum or maximum amount of warrants which may be exercised at any one time;

• if applicable, the designation and terms of the underlying securities with which the warrants are issued and the number of warrants issued with each underlying security;

• if applicable, the date on and after which the warrants and the related underlying securities will be separately transferable;

• if applicable, a discussion of material United States federal income tax considerations;

• the identity of the warrant agent;

• the procedures and conditions relating to the exercise of the warrants; and

• any other terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.

         Warrant certificates may be exchanged for new warrant certificates of different denominations, and warrants may be exercised at the warrant agent’s corporate trust office or any other office indicated in the applicable prospectus supplement. Prior to the exercise of their warrants, holders of warrants exercisable for debt securities will not have any of the rights of holders of the debt securities purchasable upon such exercise and will not be entitled to

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payments of principal (or premium, if any) or interest, if any, on the debt securities purchasable upon such exercise. Prior to the exercise of their warrants, holders of warrants exercisable for shares of preferred stock or common stock will not have any rights of holders of the preferred stock or common stock purchasable upon such exercise and will not be entitled to dividend payments, if any, or voting rights of the preferred stock or common stock purchasable upon such exercise.

Exercise of Warrants

         A warrant will entitle the holder to purchase for cash an amount of securities at an exercise price that will be stated in, or that will be determinable as described in, the applicable prospectus supplement. Warrants may be exercised at any time up to the close of business on the expiration date set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void.

         Warrants may be exercised as set forth in the applicable prospectus supplement. Upon receipt of payment and the warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the prospectus supplement, we will, as soon as practicable, forward the securities purchasable upon such exercise. If less than all of the warrants represented by such warrant certificate are exercised, a new warrant certificate will be issued for the remaining warrants.

Enforceability of Rights; Governing Law

         The holders of warrants, without the consent of the warrant agent, may, on their own behalf and for their own benefit, enforce, and may institute and maintain any suit, action or proceeding against us to enforce their rights to exercise and receive the securities purchasable upon exercise of their warrants. Unless otherwise stated in the prospectus supplement, each issue of warrants and the applicable warrant agreement will be governed by the laws of the State of New York.

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DESCRIPTION OF STOCK PURCHASE CONTRACTS WE MAY OFFER

          We may issue stock purchase contracts, representing contracts obligating holders to purchase from or sell to us, and obligating us to purchase from or sell to the holders, a specified number of shares of our common stock or preferred stock, as applicable, at a future date or dates. The price per share of common stock or preferred stock, as applicable, may be fixed at the time the stock purchase contracts are issued or may be determined by reference to a specific formula contained in the stock purchase contracts. We may issue stock purchase contracts in such amounts and in as many distinct series as we wish.

         The applicable prospectus supplement may contain, where applicable, the following information about the stock purchase contracts issued under it:

• whether the stock purchase contracts obligate the holder to purchase or sell, or both purchase and sell, our common stock or preferred stock, as applicable, and the nature and amount of each of those securities, or the method of determining those amounts;

• whether the stock purchase contracts are to be prepaid or not;

• whether the stock purchase contracts are to be settled by delivery, or by reference or linkage to the value, performance or level of our common stock or preferred stock;

• any acceleration, cancellation, termination or other provisions relating to the settlement of the stock purchase contracts; and

• whether the stock purchase contracts will be issued in fully registered or global form.

          The applicable prospectus supplement will describe the terms of any stock purchase contracts. The preceding description and any description of stock purchase contracts in the applicable prospectus supplement does not purport to be complete and is subject to and is qualified in its entirety by reference to the stock purchase contract agreement and, if applicable, collateral arrangements and depository arrangements relating to such stock purchase contracts.

DESCRIPTION OF UNITS WE MAY OFFER

          We may issue units comprised of one or more of the other securities described in this prospectus in any combination. Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified date.

         The applicable prospectus supplement may describe:

• the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately;

• any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units; and

• whether the units will be issued in fully registered or global form.

          The applicable prospectus supplement will describe the terms of any units. The preceding description and any description of units in the applicable prospectus supplement does not purport to be complete and is subject to and is qualified in its entirety by reference to the unit agreement and, if applicable, collateral arrangements and depositary arrangements relating to such units.

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DESCRIPTION OF PREFERRED SECURITIES THAT THE TRUST MAY OFFER

         The following summary outlines the material terms and provisions of the preferred securities that the Trust may offer. The particular terms of any preferred securities the Trust offers and the extent if any to which these general terms and provisions may or may not apply to the preferred securities will be described in the applicable prospectus supplement.

         The Trust will issue the preferred securities under an amended and restated declaration of trust, which we will enter into at the time of any offering of preferred securities by the Trust. The amended and restated declaration of trust for the Trust is subject to and governed by the Trust Indenture Act of 1939 and Chase Manhattan Bank USA, National Association will act as Delaware trustee and JPMorgan Chase Bank will act as institutional trustee under the amended and restated declaration of trust for the purposes of compliance with the provisions of the Trust Indenture Act. The terms of the preferred securities will be those contained in the applicable amended and restated declaration of trust and those made part of the amended and restated declaration of trust by the Trust Indenture Act and the Delaware Business Trust Act. The following summary may not be complete and is subject to and qualified in its entirety by reference to the form of amended and restated declaration of trust, which is filed as an exhibit to the registration statement which contains this prospectus, the Trust Indenture Act and the Delaware Business Trust Act.

Terms

         The amended and restated declaration of trust will provide that the Trust may issue, from time to time, only one series of preferred securities and one series of common securities. The preferred securities will be offered to investors and the common securities will be held by us. The terms of the preferred securities, as a general matter, will mirror the terms of the subordinated debt securities that we will issue to the Trust in exchange for the proceeds of the sales of the preferred and common securities. If we fail to make a payment on the subordinated debt securities, the Trust holding those securities will not have sufficient funds to make related payments, including distributions, on its preferred securities.

         You should refer to the applicable prospectus supplement relating to the preferred securities for specific terms of the preferred securities, including, but not limited to:

• the distinctive designation of the preferred securities and common securities;

• the total and per-security-liquidation amount of the preferred securities;

• the annual distribution rate, or method of determining the rate at which the Trust issuing the securities will pay distributions, on the preferred securities and the date or dates from which distributions will accrue;

• the date or dates on which the distributions will be payable and any corresponding record dates;

• whether distributions on preferred securities will be cumulative, and, in the case of preferred securities having cumulative distribution rights, the date or dates or method of determining the date or dates from which distributions on preferred securities will be cumulative;

• the right, if any, to defer distributions on the preferred securities upon extension of the interest payment period of the related subordinated debt securities;

• whether the preferred securities are to be issued in book-entry form and represented by one or more global certificates and, if so, the depositary for the global certificates and the specific terms of the depositary arrangement;

• the amount or amounts which will be paid out of the assets of the Trust issuing the securities to the holders of preferred securities upon voluntary or involuntary dissolution, winding-up or termination of the Trust;

• any obligation of the Trust to purchase or redeem preferred securities issued by it and the terms and conditions relating to any redemption obligation;

• any voting rights of the preferred securities;

• any terms and conditions upon which the subordinated debt securities held by the Trust issuing the securities may be distributed to holders of preferred securities;

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• any securities exchange on which the preferred securities will be listed; and

• any other relevant rights, preferences, privileges, limitations or restrictions of the preferred securities not inconsistent with the amended and restated declaration of trust or with applicable law.

         We will guarantee the preferred securities to the extent described below under “Description of Trust Guarantee”. Our guarantee, when taken together with our obligations under the subordinated debt securities and the related indenture, and our obligations under the amended and restated declaration of trust, would provide a full, irrevocable and unconditional guarantee of amounts due on any preferred securities. Certain United States federal income tax considerations applicable to any offering of preferred securities will be described in the applicable prospectus supplement.

Liquidation Distribution Upon Dissolution

         Unless otherwise specified in an applicable prospectus supplement, the amended and restated declaration of trust states that the Trust will be dissolved:

• on the expiration of the term of the Trust;

• upon bankruptcy, dissolution or liquidation of us or the holder of the common securities of the Trust;

• upon our written direction to the institutional trustee to dissolve the Trust and distribute the related subordinated debt securities directly to the holders of the preferred securities and common securities;

• upon the redemption by the Trust of all of the preferred and common securities in accordance with their terms; or

• upon entry of a court order for the dissolution of the Trust.

         Unless otherwise specified in an applicable prospectus supplement, in the event of a dissolution as described above other than in connection with redemption, after the Trust satisfies all liabilities to its creditors as provided by applicable law, each holder of the preferred or common securities issued by the Trust will be entitled to receive:

• the related subordinated debt securities in an aggregate principal amount equal to the aggregate liquidation amount of the preferred or common securities held by the holder; or

• if any distribution of the related subordinated debt securities is determined by the institutional trustee not to be practical, cash equal to the aggregate liquidation amount of the preferred or common securities held by the holder, plus accumulated and unpaid distributions to the date of payment.

         If the Trust cannot pay the full amount due on its preferred and common securities because it has insufficient assets available for payment, then the amounts payable by the Trust on its preferred and common securities will be paid on a pro rata basis. However, if an event of default under the subordinated debt indenture has occurred and is continuing with respect to any series of related subordinated debt securities, the total amounts due on the preferred securities will be paid before any distribution on the common securities.

Events of Default

         The following will be events of default under the amended and restated declaration of trust:

• an event of default under the subordinated debt indenture occurs with respect to any related series of subordinated debt securities; or

• any other event of default specified in the applicable prospectus supplement occurs.

         If an event of default with respect to a related series of subordinated debt securities occurs and is continuing under the subordinated debt indenture, and the subordinated debt indenture trustee or the holders of not less than 25% in aggregate principal amount of the related subordinated debt securities outstanding fail to declare the principal amount of all of such subordinated debt securities to be immediately due and payable, the holders of at least 25% in aggregate liquidation amount of the outstanding preferred securities of the trust holding the

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subordinated debt securities will have the right to declare such principal amount immediately due and payable by providing written notice to us, the institutional trustee and the subordinated debt indenture trustee.

         At any time after a declaration of acceleration has been made with respect to a related series of subordinated debt securities and before a judgment or decree for payment of the money due has been obtained, the holders of a majority in liquidation amount of the affected preferred securities may rescind any declaration of acceleration with respect to the related subordinated debt securities and its consequences:

• if we deposit with the trustee funds sufficient to pay all overdue principal of and premium and interest on the related subordinated debt securities and other amounts due to the subordinated debt indenture trustee and the institutional trustee; and

• if all existing events of default with respect to the related subordinated debt securities have been cured or waived except non-payment of principal on the related subordinated debt securities that has become due solely because of the acceleration.

         The holders of a majority in liquidation amount of the affected preferred securities may waive any past default under the subordinated debt indenture with respect to related subordinated debt securities, other than a default in the payment of principal of, or any premium or interest on, any related subordinated debt security or a default with respect to a covenant or provision that cannot be amended or modified without the consent of the holder of each affected outstanding related subordinated debt security. In addition, the holders of at least a majority in liquidation amount of the affected preferred securities may waive any past default under the amended and restated declaration of trust.

         The holders of a majority in liquidation amount of the affected preferred securities shall have the right to direct the time, method and place of conducting any proceedings for any remedy available to the institutional trustee or to direct the exercise of any trust or power conferred on the institutional trustee under the amended and restated declaration of trust.

         A holder of preferred securities may institute a legal proceeding directly against us, without first instituting a legal proceeding against the institutional trustee or anyone else, for enforcement of payment to the holder of principal and any premium or interest on the related series of subordinated debt securities having a principal amount equal to the aggregate liquidation amount of the preferred securities of the holder, if we fail to pay principal and any premium or interest on the related series of subordinated debt securities when payable.

         We are required to furnish annually, to the institutional trustee for the Trust, officers’ certificates to the effect that, to the best knowledge of the individuals providing the certificates, we and the Trust are not in default under the applicable amended and restated declaration of trust or, if there has been a default, specifying the default and its status.

Consolidation, Merger or Amalgamation of the Trust

         The Trust may not consolidate or merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to, any entity, except as described below or as described in "— Liquidation Distribution Upon Dissolution”. The Trust may, with the consent of the administrative trustees but without the consent of the holders of the outstanding preferred securities or the other trustees of the Trust, consolidate or merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to, a trust organized under the laws of any State if:

• the successor entity either:

• expressly assumes all of the obligations of the Trust relating to its preferred and common securities; or

• substitutes for the Trust’s preferred securities other securities having substantially the same terms as the preferred securities, so long as the substituted successor securities rank the same as the preferred securities for distributions and payments upon liquidation, redemption and otherwise;

• we appoint a trustee of the successor entity who has substantially the same powers and duties as the institutional trustee of the Trust;

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• the successor securities are listed or traded, or any substituted successor securities will be listed upon notice of issuance, on the same national securities exchange or other organization on which the preferred securities are then listed or traded, if any;

• the merger event does not cause the preferred securities or any substituted successor securities to be downgraded by any national rating agency;

• the merger event does not adversely affect the rights, preferences and privileges of the holders of the preferred or common securities or any substituted successor securities in any material respect;

• the successor entity has a purpose substantially identical to that of the Trust;

• prior to the merger event, we shall provide to the Trust an opinion of counsel from a nationally recognized law firm stating that:

• the merger event does not adversely affect the rights, preferences and privileges of the holders of the Trust’s preferred or common securities in any material respect;

• following the merger event, neither the Trust nor the successor entity will be required to register as an investment company under the Investment Company Act of 1940; and

• following the merger event, the Trust or the successor entity will continue to be classified as a grantor trust for United States federal tax purposes; and

• we own, or our permitted transferee owns, all of the common securities of the successor entity and we guarantee or our permitted transferee guarantees the obligations of the successor entity under the substituted successor securities at least to the extent provided under the applicable preferred securities guarantee.

         In addition, unless all of the holders of the preferred securities approve otherwise, the Trust may not consolidate, amalgamate or merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to, any other entity, or permit any other entity to consolidate, amalgamate, merge with or into or replace it if the transaction would cause the Trust or the successor entity to be taxable as a corporation or classified other than as a grantor trust for United States federal income tax purposes.

Voting Rights

         Unless otherwise specified in the applicable prospectus supplement, the holders of the preferred securities will have no voting rights except as discussed below and under “— Amendment to the Trust Agreement” and “Description of Trust Guarantee — Modification of the Trust Guarantee; Assignment” and as otherwise required by law.

         If any proposed amendment to the amended and restated declaration of trust provides for, or the trustee of the Trust otherwise proposes to effect:

• any action that would adversely affect the powers, preferences or special rights of the preferred securities in any material respect, whether by way of amendment to the amended and restated declaration of trust or otherwise; or

• the dissolution, winding-up or termination of the Trust other than pursuant to the terms of the amended and restated declaration of trust,

then the holders of the affected preferred securities as a class will be entitled to vote on the amendment or proposal. In that case, the amendment or proposal will be effective only if approved by the holders of at least a majority in aggregate liquidation amount of the affected preferred securities.

         The holders of a majority in aggregate liquidation amount of the preferred securities issued by the Trust have the right to 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

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amended and restated declaration of trust, including the right to direct the institutional trustee, as holder of the subordinated debt securities to:

• direct the time, method and place of conducting any proceeding for any remedy available to the subordinated debt indenture trustee for any related subordinated debt securities or execute any trust or power conferred on the subordinated debt indenture trustee with respect to the related subordinated debt securities;

• waive certain past defaults under the subordinated debt indenture with respect to any related subordinated debt securities;

• cancel an acceleration of the maturity of the principal of any related subordinated debt securities; or

• consent to any amendment, modification or termination of the subordinated debt indenture or any related subordinated debt securities where consent is required.

         In addition, before taking any of the foregoing actions, we will provide to the institutional trustee an opinion of counsel experienced in such matters to the effect that, as a result of such actions, the trust will not be taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposes.

         The institutional trustee will notify all preferred securities holders of the Trust of any notice of default received from the subordinated debt indenture trustee with respect to the subordinated debt securities held by the Trust.

         Any required approval of the holders of preferred securities may be given at a meeting of the holders of the preferred securities convened for the purpose or pursuant to written consent. The administrative trustees will cause a notice of any meeting at which holders of securities are entitled to vote to be given to each holder of record of the preferred securities at the holder’s registered address at least 7 days and not more than 60 days before the meeting.

         No vote or consent of the holders of the preferred securities will be required for the Trust to redeem and cancel its preferred securities in accordance with its amended and restated declaration of trust.

         Notwithstanding that holders of the preferred securities are entitled to vote or consent under any of the circumstances described above, any of the preferred securities that are owned by us, or any affiliate of ours will, for purposes of any vote or consent, be treated as if they were not outstanding.

Amendment to the Trust Agreement

         The amended and restated declaration of trust may be amended from time to time by us and the institutional trustee and the administrative trustees of the Trust, without the consent of the holders of the preferred securities, to:

• cure any ambiguity or correct or supplement any provision which may be defective or inconsistent with any other provision;

• add to the covenants, restrictions or obligations of the sponsor; or

• modify, eliminate or add to any provisions to the extent necessary to ensure that the Trust will not be taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposes, to ensure that the subordinated debt securities held by the Trust are treated as indebtedness for United States federal income tax purposes or to ensure that the Trust will not be required to register as an investment company under the Investment Company Act of 1940;

provided, however, that, in each case, the amendment would not adversely affect in any material respect the interests of the holders of the preferred securities.

         Other amendments to the amended and restated declaration of trust may be made by us and the trustees of the Trust upon approval of the holders of a majority in aggregate liquidation amount of the outstanding preferred

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securities of the Trust and receipt by the trustees of an opinion of counsel to the effect that the amendment will not cause the Trust to be taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposes, affect the treatment of the subordinated debt securities held by the Trust as indebtedness for United States federal income tax purposes or affect the Trust’s exemption from the Investment Company Act of 1940.

         Notwithstanding the foregoing, without the consent of each affected holder of common or preferred securities of the Trust, an amended and restated declaration of trust may not be amended to:

• change the amount or timing of any distribution on the common or preferred securities of the Trust or otherwise adversely affect the amount of any distribution required to be made in respect of the securities as of a specified date;

• change any of the redemption provisions; or

• restrict the right of a holder of any securities to institute suit for the enforcement of any payment on or after the distribution date.

Removal and Replacement of Trustees

         Unless an event of default exists under the subordinated debt securities, we may remove the institutional trustee and the Delaware trustee at any time. If an event of default exists, the institutional trustee and the Delaware trustee may be removed only by the holders of a majority in liquidation amount of the outstanding preferred securities. In no event will the holders of the preferred securities have the right to vote to appoint, remove or replace the administrative trustees, because these voting rights are vested exclusively in us as the holder of all the Trust’s common securities. No resignation or removal of the institutional trustee or the Delaware trustee and no appointment of a successor trustee shall be effective until the acceptance of appointment by the successor trustee in accordance with the amended and restated declaration of trust.

Merger or Consolidation of Trustees

         Any entity into which the institutional trustee or the Delaware trustee may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, conversion or consolidation to which the trustee shall be a party, or any entity succeeding to all or substantially all of the corporate trust business of the trustee, shall be the successor of the trustee under the applicable amended and restated declaration of trust; provided, however, that the entity shall be otherwise qualified and eligible.

Information Concerning the Institutional Trustee

         For matters relating to compliance with the Trust Indenture Act of 1939, the institutional trustee for the Trust will have all of the duties and responsibilities of an indenture trustee under the Trust Indenture Act of 1939. Except if an event of default exists under the amended and restated declaration of trust, the institutional trustee will undertake to perform only the duties specifically set forth in the amended and restated declaration of trust. While such an event of default exists, the institutional trustee must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision, the institutional trustee is not obligated to exercise any of the powers vested in it by the amended and restated declaration of trust at the request of any holder of preferred securities, unless it is offered reasonable indemnity against the costs, expenses and liabilities that it might incur. But the holders of preferred securities will not be required to offer indemnity if the holders, by exercising their voting rights, direct the institutional trustee to take any action following a declaration event of default.

         JPMorgan Chase Bank, which is the institutional trustee for the Trust and St. Paul Capital Trust I (a statutory business trust created under Delaware law by us), also serves as the senior debt indenture trustee, the subordinated debt indenture trustee and the guarantee trustee under the trust guarantee described below. We and certain of our affiliates maintain banking relationships with JPMorgan Chase Bank, which are described above under “Description of Debt Securities We May Offer — Our Relationship With the Trustee”.

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Miscellaneous

         The administrative trustees of the Trust are authorized and directed to conduct the affairs of and to operate the Trust in such a way that:

• the Trust will not be taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposes;

• the subordinated debt securities held by the Trust will be treated as indebtedness of ours for United States federal income tax purposes; and

• the Trust will not be deemed to be an investment company required to be registered under the Investment Company Act of 1940.

         We and the trustees are authorized to take any action, so long as it is consistent with applicable law, the certificate of trust or the amended and restated declaration of trust, that we and the trustees determine to be necessary or desirable for the above purposes, as long as it does not materially and adversely affect the holders of the preferred securities.

         Registered holders of the preferred securities have no preemptive or similar rights.

         The Trust may not, among other things, incur indebtedness or place a lien on any of its assets.

Governing Law

         The amended and restated declaration of trust and the preferred securities will be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of laws provisions thereof.

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DESCRIPTION OF TRUST GUARANTEE

         The following describes certain general terms and provisions of the trust guarantee which we will execute and deliver for the benefit of the holders from time to time of preferred securities. The trust guarantee will be separately qualified as an indenture under the Trust Indenture Act of 1939, and JPMorgan Chase Bank will act as indenture trustee under the trust guarantee for the purposes of compliance with the provisions of the Trust Indenture Act of 1939. The terms of the trust guarantee will be those contained in the trust guarantee and those made part of the trust guarantee by the Trust Indenture Act of 1939. The following summary may not be complete and is subject to and qualified in its entirety by reference to the form of trust guarantee, which is filed as an exhibit to the registration statement which contains this prospectus, and the Trust Indenture Act of 1939. The trust guarantee will be held by the guarantee trustee of the Trust for the benefit of the holders of the preferred securities.

General

         We will irrevocably and unconditionally agree to pay the following payments or distributions with respect to preferred securities, in full, to the holders of the preferred securities, as and when they become due regardless of any defense, right of set-off or counterclaim that the Trust may have except for the defense of payment:

• any accrued and unpaid distributions which are required to be paid on the preferred securities, to the extent the Trust does not make such payments or distributions but has sufficient funds available to do so;

• the redemption price and all accrued and unpaid distributions to the date of redemption with respect to any preferred securities called for redemption, to the extent the Trust does not make such payments or distributions but has sufficient funds available to do so; and

• upon a voluntary or involuntary dissolution, winding-up or termination of the Trust (other than in connection with the distribution of related subordinated debt securities to the holders of preferred securities or the redemption of all of the preferred securities), the lesser of:

• the total liquidation amount and all accrued and unpaid distributions on the preferred securities to the date of payment, to the extent the Trust does not make such payments or distributions but has sufficient funds available to do so; and

• the amount of assets of the Trust remaining available for distribution to holders of such preferred securities in liquidation of the Trust.

         Our obligation to make a payment under the trust guarantee may be satisfied by our direct payment of the required amounts to the holders of preferred securities to which the trust guarantee relates or by causing the Trust to pay the amounts to the holders.

Modification of the Trust Guarantee; Assignment

         Except with respect to any changes which do not adversely affect the rights of holders of preferred securities in any material respect (in which case no vote will be required), the trust guarantee may be amended only with the prior approval of the holders of not less than a majority in liquidation amount of the outstanding preferred securities to which the trust guarantee relates. The manner of obtaining the approval of holders of the preferred securities will be described in an accompanying prospectus supplement. All guarantees and agreements contained in the trust guarantee will bind our successors, assigns, receivers, trustees and representatives and will be for the benefit of the holders of the outstanding preferred securities to which the trust guarantee relates.

Termination

         The trust guarantee will terminate when any of the following has occurred:

• all preferred securities to which the trust guarantee relates have been paid in full or redeemed in full by us, the Trust or both;

• the subordinated debt securities held by the Trust have been distributed to the holders of the preferred securities; or

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• the amounts payable in accordance with the amended and restated declaration of trust upon liquidation of the Trust have been paid in full.

         The trust guarantee will continue to be effective or will be reinstated, as the case may be, if at any time any holder of preferred securities to which the trust guarantee relates must restore payment of any amounts paid on the preferred securities or under the trust guarantee.

Events of Default

         There will be an event of default under the trust guarantee if we fail to perform any of our payment or other obligations under the trust guarantee. However, other than with respect to a default in payment of any guarantee payment, we must have received notice of default and not have cured the default within 90 days after receipt of the notice. We, as guarantor, will be required to file annually with the guarantee trustee a certificate regarding our compliance with the applicable conditions and covenants under our trust guarantee.

         The trust guarantee will constitute a guarantee of payment and not of collection. The holders of a majority in liquidation amount of the preferred securities to which the trust guarantee relates have the right to direct the time, method and place of conducting any proceeding for any remedy available to the guarantee trustee in respect of the trust guarantee or to direct the exercise of any trust or power conferred upon the guarantee trustee under the trust guarantee. If the guarantee trustee fails to enforce the trust guarantee, any holder of preferred securities to which the trust guarantee relates may institute a legal proceeding directly against us to enforce the holder’s rights under the trust guarantee, without first instituting a legal proceeding against the trust, the guarantee trustee or any one else. If we do not make a guarantee payment, a holder of preferred securities may directly institute a proceeding against us for enforcement of the trust guarantee for such payment.

Status of the Trust Guarantee

         The trust guarantee will be our general unsecured obligation and will rank as follows:

• subordinate and junior in right of payment to all of our senior indebtedness, as defined in the subordinated debt indenture;

• on parity with our most senior preferred or preference stock currently outstanding or issued in the future, with any guarantees of other preferred securities we or our affiliates may issue and with other issues of subordinated debt securities; and

• senior to our common stock.

         The terms of the preferred securities provide that each holder of preferred securities by acceptance of the preferred securities agrees to the subordination provisions and other terms of the trust guarantee relating to the subordination.

Information Concerning the Guarantee Trustee

         The guarantee trustee, except if we default under the trust guarantee, will undertake to perform only such duties as are specifically set forth in the trust guarantee and, in case a default with respect to the trust guarantee has occurred, must exercise the same degree of care and skill as a prudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision, the guarantee trustee will not be obligated to exercise any of the powers vested in it by the trust guarantee at the request of any holder of the preferred securities unless it is offered reasonable indemnity against the costs, expenses and liabilities that it may incur.

Governing Law

         The trust guarantee will be governed by and construed in accordance with the laws of the State of New York.

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Effect of Obligations Under the Subordinated Debt Securities
and the Trust Guarantee

         As long as we may make payments of interest and any other payments when they are due on the subordinated debt securities held by the Trust, those payments will be sufficient to cover distributions and any other payments due on the preferred securities issued by the Trust because of the following factors:

• the total principal amount of the subordinated debt securities held by the Trust will be equal to the total stated liquidation amount of the preferred securities and common securities issued by the Trust;

• the interest rate and the interest payment dates and other payment dates on the subordinated debt securities held by the Trust will match the distribution rate and distribution payment dates and other payment dates for the preferred securities and common securities issued by the Trust;

• we will pay, and the Trust will not be obligated to pay, directly or indirectly, all costs, expenses, debt, and obligations of the Trust (other than obligations under the trust securities); and

• the amended and restated declaration of trust will further provide that the Trust is not authorized to engage in any activity that is not consistent with its limited purposes.

         We will irrevocably guarantee payments of distributions and other amounts due on the preferred securities to the extent the Trust has funds available to pay such amounts as and to the extent set forth under “Description of Trust Guarantee”. Taken together, our obligations under the subordinated debt securities, the subordinated debt indenture, the amended and restated declaration of trust and the trust guarantee will provide a full, irrevocable and unconditional guarantee of the Trust’s payments of distributions and other amounts due on the preferred securities. No single document standing alone or operating in conjunction with fewer than all of the other documents constitutes this trust guarantee. Only the combined operation of these documents effectively provides a full, irrevocable and unconditional guarantee of the Trust’s obligations under the preferred securities.

         If and to the extent that we do not make the required payments on the subordinated debt securities, the Trust will not have sufficient funds to make its related payments, including distributions on the preferred securities. Our trust guarantee will not cover any payments when the Trust does not have sufficient funds available to make those payments. Your remedy, as a holder of preferred securities, is to institute a direct action against us. Our obligations under the trust guarantee will be subordinate to all of our senior indebtedness.

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PLAN OF DISTRIBUTION

         We and the Trust may offer and sell the securities from time to time as follows:

• to or through underwriters or dealers;

• directly to other purchasers;

• through designated agents; or

• through a combination of any of these methods of sale.

         Any underwriter or agent involved in the offer and sale of the securities will be named in the applicable prospectus supplement.

         Because the National Association of Securities Dealers, Inc. (“NASD”) views securities such as the preferred securities as interest in a direct participation program, any offering of preferred securities by the Trust will be made in compliance with Rule 2810 of the NASD’s Conduct Rules.

         In some cases, we and the Trust may also repurchase the securities and reoffer them to the public by one or more of the methods described above. This prospectus may be used in connection with any offering of securities through any of these methods or other methods described in the applicable prospectus supplement.

         The securities we and the Trust distribute by any of these methods may be sold to the public, in one or more transactions, either:

• at a fixed price or prices, which may be changed;

• at market prices prevailing at the time of sale;

• at prices related to prevailing market prices; or

• at negotiated prices.

         We and the Trust may solicit offers to purchase securities directly from the public from time to time. We and the Trust may also designate agents from time to time to solicit offers to purchase securities from the public on our or the Trust’s behalf. The prospectus supplement relating to any particular offering of securities will name any agents designated to solicit offers, and will include information about any commissions we or the Trust may pay the agents, in that offering. Agents may be deemed to be “underwriters” as that term is defined in the Securities Act.

         In connection with the sale of securities, underwriters may receive compensation from us or the Trust or from purchasers of the securities, for whom they may act as agents, in the form of discounts, concessions or commissions. Underwriters may sell the securities to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Underwriters, dealers and agents that participate in the distribution of the securities may be deemed to be underwriters, and any discounts or commissions they receive from us or the Trust, and any profit on the resale of the securities they realize may be deemed to be underwriting discounts and commissions under the Securities Act. Any such underwriter, dealer or agent will be identified, and any such compensation received will be described, in the applicable prospectus supplement.

         Unless otherwise specified in the related prospectus supplement, each series of the securities will be a new issue with no established trading market, other than the common stock. Any common stock sold pursuant to a prospectus supplement will be listed on the NYSE, subject to official notice of issuance. We and the Trust may elect to list any of the other securities on an exchange, but are not obligated to do so. It is possible that one or more underwriters may make a market in a series of the securities, but will not be obligated to do so and may discontinue any market making at any time without notice. Therefore, no assurance can be given as to the liquidity of the trading market for the securities.

         If dealers are utilized in the sale of the securities, we and the Trust will sell the securities to the dealers as principals. The dealers may then resell the securities to the public at varying prices to be determined by such dealers

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at the time of resale. The names of the dealers and the terms of the transaction will be set forth in the applicable prospectus supplement.

         We and the Trust may enter into agreements with underwriters, dealers and agents who participate in the distribution of the securities which may entitle these persons to indemnification by us and the Trust against certain liabilities, including liabilities under the Securities Act, or to contribution with respect to payments which such underwriters, dealers or agents may be required to make in respect thereof. Any agreement in which we agree to indemnify underwriters, dealers and agents against civil liabilities will be described in the applicable prospectus supplement.

         In connection with an offering, the underwriters may purchase and sell securities in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of securities than they are required to purchase in an offering. Stabilizing transactions consist of certain bids or purchases made for the purpose of preventing or retarding a decline in the market price of the securities while an offering is in progress.

         The underwriters also may impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the underwriters have repurchased securities sold by or for the account of that underwriter in stabilizing or short-covering transactions.

         These activities by the underwriters may stabilize, maintain or otherwise affect the market price of the securities. As a result, the price of the securities may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the underwriters at any time. These transactions may be effected on an exchange or automated quotation system, if the securities are listed on that exchange or admitted for trading on that automated quotation system, or in the over-the-counter market or otherwise.

         We have not authorized any dealer, salesperson or other person to give any information or represent anything not contained in this prospectus. You must not rely on any unauthorized information. This prospectus does not offer to sell or buy any securities in any jurisdiction where it is unlawful.

         Underwriters, dealers and agents may engage in transactions with or perform services for us or the Trust, or be customers of ours or the Trust, in the ordinary course of business.

VALIDITY OF SECURITIES

         Unless otherwise indicated in the applicable prospectus supplement, certain matters of Delaware law relating to the Trust and its preferred securities will be passed upon for the Trust and us by Richards, Layton & Finger, P.A., Wilmington, Delaware. Unless otherwise indicated in the applicable prospectus supplement, the validity of the securities will be passed upon for us by Bruce A. Backberg, Esq., our Senior Vice President, and for the underwriters, if any, by Sullivan & Cromwell, New York, New York. Mr. Backberg may rely as to matters of New York law upon the opinion of Sullivan & Cromwell, and Sullivan & Cromwell may rely as to matters of Minnesota law upon the opinion of Mr. Backberg. As of November 16, 2001, Mr. Backberg owned, directly and indirectly, 20,183 shares of our common stock, 422 shares of our Series B Convertible Preferred Stock and currently exercisable options to purchase 71,219 additional shares of our common stock. Sullivan & Cromwell regularly provides legal services to us.

EXPERTS

         Our consolidated financial statements and financial statement schedules I through V as of December 31, 2000 and 1999, and for each of the years in the three-year period ended December 31, 2000, which are included in or incorporated by reference in our Annual Report on Form 10-K for the year ended December 31, 2000 and which have been incorporated by reference in this registration statement, have been audited by KPMG LLP, independent auditors, as set forth in their reports thereon incorporated by reference herein. The financial statements and financial statement schedules referred to above are included in reliance upon such reports of KPMG LLP, given upon the authority of such firm as experts in accounting and auditing.

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WHERE YOU CAN FIND MORE INFORMATION

         We file annual, quarterly and special reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s web site at http://www.sec.gov. You may also read and copy any document we file at the SEC’s public reference rooms in Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our common stock is traded on the New York Stock Exchange under the symbol “SPC”. You may inspect the reports, proxy statements and other information concerning us at the offices of the New York Stock Exchange, 11 Wall Street, New York, New York 10005.

         The SEC allows us to incorporate by reference the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and filings that we make after the date of filing the initial registration statement and prior to the effectiveness of that registration statement, and any future filings made by us with the SEC under Sections 13(a), 13(c), 24 or 15(d) of the Securities Exchange Act of 1934 until we sell all of the securities that we have registered:

• Annual Report on Form 10-K for the year ended December 31, 2000;

• Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30, and September 30, 2001;

• Current Reports on Form 8-K filed March 12, April 30, July 18, July 25, August 3, September 20 and October 15, 2001 (as amended on October 29, 2001); and

• Proxy Statement for the Annual Meeting of Shareholders held on May 1, 2001.

         You may request a copy of these filings at no cost, by writing or telephoning us at the following address:

         Corporate Secretary, The St. Paul Companies, Inc., 385 Washington Street, St. Paul, Minnesota 55102. (651) 310-7911

         We have not included or incorporated by reference in this prospectus any separate financial statements of the Trust. We do not believe that these financial statements would provide holders of preferred securities with any important information for the following reasons:

• we will own all of the voting securities of the Trust;

• the Trust does not and will not have any independent operations other than to issue securities and to purchase and hold our subordinated debt securities; and

• we are fully and unconditionally guaranteeing the obligations of the Trust as described in this prospectus.

         Although the Trust would normally be required to file information with the SEC on an ongoing basis, we expect the SEC to exempt the Trust from filing this information for as long as we continue to file our information with the SEC.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*

SEC registration fee	$	250
Accounting fees and expenses		15,000
Legal fees and expenses		175,000
Printing expenses		30,000
Trustee fees and expenses		20,000
Rating agency fees		0
Miscellaneous		9,750
Total	$	250,000

* All fees and expenses other than the SEC registration fee are estimated. The St. Paul Companies, Inc. will pay all expenses.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The St. Paul is subject to Minnesota Statutes, Chapter 302A. Minnesota Statutes, Section 302A.521, provides that a corporation shall indemnify any person made or threatened to be made a party to a proceeding by reason of the former or present official capacity (as defined) of such person against judgments, penalties, fines (including, without limitation, excise taxes assessed against such person with respect to an employee benefit plan), settlements and reasonable expenses (including attorneys’ fees and disbursements), incurred by such person in connection with the proceeding, if, with respect to the acts or omissions of such person complained of in the proceeding, such person (1) has not been indemnified therefor by another organization or employee benefit plan; (2) acted in good faith; (3) received no improper personal benefit and Section 302A.255 (with respect to director conflicts of interest), if applicable, has been satisfied; (4) in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful; and (5) reasonably believed that the conduct was in the best interests of the corporation in the case of acts or omissions in such person’s official capacity for the corporation, or, in the case of acts or omissions in such person’s official capacity for other affiliated organizations, reasonably believed that the conduct was not opposed to the best interests of the corporation.

         The Bylaws of The St. Paul provide that, subject to the limitations of the next sentence, it will indemnify and make permitted advances to a person made or threatened to be made a party to a proceeding by reason of his former or present official capacity against judgments, penalties, fines (including, without limitation, excise taxes assessed against the person with respect to an employee benefit plan), settlements and reasonable expenses (including, without limitation, attorneys’ fees and disbursements) incurred by him in connection with the proceeding in the manner and to the fullest extent permitted or required by Section 302A.521. Notwithstanding the foregoing, The St. Paul will neither indemnify nor make advances under Section 302A.521 to any person who at the time of the occurrence or omission claimed to have given rise to the matter which is the subject of the proceeding only had an agency relationship to The St. Paul and was not at that time an officer, director or employee thereof unless such person and The St. Paul were at that time parties to a written contract for indemnification or advances with respect to such matter or unless the board specifically authorizes such indemnification or advances.

         The St. Paul has directors’ and officers’ liability insurance policies, with coverage of up to $200 million, subject to various deductibles and exclusions from coverage.

         The St. Paul, as depositor, has agreed in the amended and restated declaration of trust to (i) reimburse the trustees of the Trust for all reasonable expenses (including reasonable fees and expenses of counsel and other experts) and (ii) indemnify, defend and hold harmless the trustees and any of the officers, directors, employees and agents of the trustees (the “Indemnified Persons”) from and against any and all losses, damages, liabilities, claims, actions, suits, costs, expenses, disbursements (including the reasonable fees and expenses of counsel), taxes and penalties of any kind and nature whatsoever (collectively, “Expenses”), to the extent that such Expenses arise out of, or are imposed upon, or asserted at any time against, such Indemnified Persons with respect to the performance of the amended and restated declaration of trust, the creation, operation or termination of a trust or the transactions contemplated thereby; provided, however, that The St. Paul shall not be required to indemnify any Indemnified Person for any Expenses which are a result of the willful misconduct, bad faith or gross negligence of such Indemnified Person.

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ITEM 16. EXHIBITS

1.1	Form of Underwriting Agreement for senior and subordinated debt securities and warrants.
1.2	Form of Underwriting Agreement for preferred stock.
1.3	Form of Underwriting Agreement for common stock.
1.4	Form of Underwriting Agreement for convertible debt securities.
1.5	Form of Underwriting Agreement for preferred securities of St. Paul Capital Trust II.
1.6	Form of Underwriting Agreement for stock purchase contracts.*
1.7	Form of Underwriting Agreement for units.*
3.1	Restated Articles of Incorporation (incorporated by reference to Exhibit 3(a) to our Annual Report on Form 10-K for the year ended December 31, 1998)
3.2	Bylaws (incorporated by reference to Exhibit 3(b) to our Annual Report on Form 10-K for the year ended December 31, 2000)
4.1	Form of Indenture for senior debt securities.
4.2	Form of Indenture for subordinated debt securities.
4.3	Form of Deposit Agreement.
4.4	Form of Depositary Receipt (included in Exhibit 4.3)
4.5	Form of Senior Debt Security (included in Exhibit 4.1)
4.6	Form of Subordinated Debt Security (included in Exhibit 4.2)
4.7	Form of Preferred Security (included in Exhibit 4.15)
4.8	Form of Common Security (included in Exhibit 4.15)
4.9	Form of Warrant Agreement.
4.10	Form of Stock Purchase Contract Agreement, including the form of the Security Certificate.*
4.11	Form of Unit Agreement, including form of Unit Certificate.*
4.12	Form of Pledge Agreement.*
4.13	Certificate of Trust of St. Paul Capital Trust II.
4.14	Declaration of Trust of St. Paul Capital Trust II.
4.15	Form of Amended and Restated Declaration of Trust for St. Paul Capital Trust II.
4.16	Form of Preferred Securities Guarantee Agreement.
4.17	Form of Common Securities Guarantee Agreement.
5.1	Opinion of Bruce A. Backberg, Esq.
5.2	Opinion of Richards, Layton & Finger, P.A.
5.3	Opinion of Sullivan & Cromwell.
12	Computation of ratios of earnings to fixed charges and of earnings to combined fixed charges and preferred stock dividends.
23.1	Consent of KPMG LLP.
23.2	Consent of Bruce A. Backberg, Esq. (included in Exhibit 5.1)
23.3	Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2)
23.4	Consent of Sullivan & Cromwell (included Exhibit 5.3)
24	Powers of Attorney.
25.1	Statement of Eligibility and Qualification of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of JPMorgan Chase Bank to act as trustee under the Senior Debt Indenture for the Senior Debt Securities.
25.2	Statement of Eligibility and Qualification of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of JPMorgan Chase Bank to act as trustee under the Subordinated Debt Indenture for the Subordinated Debt Securities.
25.3	Statement of Eligibility and Qualification of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of JPMorgan Chase Bank to act as trustee for the Preferred Securities of St. Paul Capital Trust II.
25.4	Statement of Eligibility and Qualification of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of JPMorgan Chase Bank to act as trustee for the Preferred Securities Guarantee Agreement for the benefit of the holders of the Preferred Securities of St. Paul Capital Trust II.

* To be filed by amendment or as an exhibit to a document to be incorporated by reference herein in connection with an offering of the offered securities.

ITEM 17.  UNDERTAKINGS

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)	To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)	To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set

II-2

forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2)	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)	The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)	The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.
(d)	Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted against the registrant by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
(e)	The undersigned registrant hereby undertakes that:

(1)

For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2)

For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-3

SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Paul and State of Minnesota, on the 21st day of November 2001.

THE ST. PAUL COMPANIES, INC.

By:  /s/ BRUCE A. BACKBERG
       Bruce A. Backberg, Esq.
       Senior Vice President

         Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below on November 21, 2001 by the following persons in the capacities indicated:

SIGNATURE	TITLE
/s/ JAY S. FISHMAN (Jay S. Fishman)	Chairman, President and Chief Executive Officer (Principal Executive Officer)
/s/ THOMAS A. BRADLEY (Thomas A. Bradley)	Chief Financial Officer (Principal Financial Officer)
/s/ JOHN C. TREACY (John C. Treacy)	Vice President and Corporate Controller (Principal Accounting Officer)
* (H. Furlong Baldwin)	Member of the Board of Directors
* (Carolyn H. Byrd)	Member of the Board of Directors
* (John H. Dasburg)	Member of the Board of Directors
* (Janet M. Dolan)	Member of the Board of Directors
* (Kenneth M. Duberstein)	Member of the Board of Directors
* (Pierson M. Grieve)	Member of the Board of Directors
* (Thomas R. Hodgson)	Member of the Board of Directors
* (David G. John)	Member of the Board of Directors
* (William H. Kling)	Member of the Board of Directors
* (Douglas W. Leatherdale)	Member of the Board of Directors
* (Bruce K. MacLaury)	Member of the Board of Directors

II-4

SIGNATURE	TITLE
* (Glen D. Nelson, M.D.)	Member of the Board of Directors
* (Gordon M. Sprenger)	Member of the Board of Directors
*By:   /s/   BRUCE A. BACKBERG           Bruce A. Backberg        Attorney-in-fact

II-5

SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Paul and State of Minnesota, on the 21st day of November 2001.

ST. PAUL CAPITAL TRUST II

By: THE ST. PAUL COMPANIES, INC.,
       as Sponsor

By:   /s/ BRUCE A. BACKBERG  
Name: Bruce A. Backberg, Esq.
Title: Senior Vice President

II-6

EXHIBIT INDEX

Exhibit
No.	Description
1.1	Form of Underwriting Agreement for senior and subordinated debt securities and warrants.
1.2	Form of Underwriting Agreement for preferred stock.
1.3	Form of Underwriting Agreement for common stock.
1.4	Form of Underwriting Agreement for convertible debt securities.
1.5	Form of Underwriting Agreement for preferred securities of St. Paul Capital Trust II.
1.6	Form of Underwriting Agreement for stock purchase contracts.*
1.7	Form of Underwriting Agreement for units.*
3.1	Restated Articles of Incorporation (incorporated by reference to Exhibit 3(a) to our Annual Report on Form 10-K for the year ended December 31, 1998)
3.2	Bylaws (incorporated by reference to Exhibit 3(b) to our Annual Report on Form 10-K for the year ended December 31, 2000)
4.1	Form of Indenture for senior debt securities.
4.2	Form of Indenture for subordinated debt securities.
4.3	Form of Deposit Agreement.
4.4	Form of Depositary Receipt (included in Exhibit 4.3)
4.5	Form of Senior Debt Security (included in Exhibit 4.1)
4.6	Form of Subordinated Debt Security (included in Exhibit 4.2)
4.7	Form of Preferred Security (included in Exhibit 4.15)
4.8	Form of Common Security (included in Exhibit 4.15)
4.9	Form of Warrant Agreement.
4.10	Form of Stock Purchase Contract Agreement, including the form of the Security Certificate.*
4.11	Form of Unit Agreement, including form of Unit Certificate.*
4.12	Form of Pledge Agreement.*
4.13	Certificate of Trust of St. Paul Capital Trust II.
4.14	Declaration of Trust of St. Paul Capital Trust II.
4.15	Form of Amended and Restated Declaration of Trust for St. Paul Capital Trust II.
4.16	Form of Preferred Securities Guarantee Agreement.
4.17	Form of Common Securities Guarantee Agreement.
5.1	Opinion of Bruce A. Backberg, Esq.
5.2	Opinion of Richards, Layton & Finger, P.A.
5.3	Opinion of Sullivan & Cromwell.
12	Computation of ratios of earnings to fixed charges and of earnings to combined fixed charges and preferred stock dividends.
23.1	Consent of KPMG LLP.
23.2	Consent of Bruce A. Backberg, Esq. (included in Exhibit 5.1)
23.3	Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2)
23.4	Consent of Sullivan & Cromwell (included in Exhibit 5.3)
24	Powers of Attorney.
25.1	Statement of Eligibility and Qualification of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of JPMorgan Chase Bank to act as trustee under the Senior Debt Indenture for the Senior Debt Securities.
25.2	Statement of Eligibility and Qualification of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of JPMorgan Chase Bank to act as trustee under the Subordinated Debt Indenture for the Subordinated Debt Securities.
25.3	Statement of Eligibility and Qualification of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of JPMorgan Chase Bank to act as trustee for the Preferred Securities of St. Paul Capital Trust II.
25.4	Statement of Eligibility and Qualification of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of JPMorgan Chase Bank to act as trustee for the Preferred Securities Guarantee Agreement for the benefit of the holders of the Preferred Securities of St. Paul Capital Trust II.

* To be filed by amendment or as an exhibit to a document to be incorporated by reference herein in connection with an offering of the offered securities.

EX-1.1

                                                                     Exhibit 1.1


                          THE ST. PAUL COMPANIES, INC.



                                 DEBT SECURITIES

                                  ------------

                             Underwriting Agreement

                                                                          [Date]



[UNDERWRITERS]
         [As representatives of the several Underwriters named in
               Schedule 1 hereto,]

[c/o NAME]
         [ADDRESS]

Ladies and Gentlemen:

                  From time to time The St. Paul Companies, Inc., a Minnesota
corporation (the "Company"), proposes to enter into one or more Pricing
Agreements (each a "Pricing Agreement") in the form of Annex I hereto, with such
additions and deletions as the parties thereto may determine, and, subject to
the terms and conditions stated herein and therein, to issue and sell to the
firms named in Schedule I to the applicable Pricing Agreement (such firms
constituting the "Underwriters" with respect to such Pricing Agreement and the
securities specified therein) certain of its debt securities (the "Securities")
specified in Schedule II to such Pricing Agreement (with respect to such Pricing
Agreement, the "Designated Securities"), [to which warrants for the purchase of
common stock, without par value (the "Common Stock")* of the Company (with
respect to such Pricing Agreement, the "Warrants") will be attached].

                  The terms and rights of any particular issuance of Designated
Securities shall be as specified in the Pricing Agreement relating thereto and
in or pursuant to the indenture (the "Indenture") identified in such Pricing
Agreement.

* Refer to a Security of the Company other than common stock throughout if the
  warrants are to purchase another Security of the Company.



                  1. Particular sales of the Designated Securities [and the
Warrants] may be made from time to time to the Underwriters of such securities,
for whom the firms designated as representatives of the Underwriters of such
Securities in the Pricing Agreement relating thereto will act as representatives
(the "Representatives"). The term "Representatives" also refers to a single firm
acting as sole representative of the Underwriters and to an Underwriter or
Underwriters who act without any firm being designated as its or their
representatives. This Underwriting Agreement shall not be construed as an
obligation of the Company to sell any of the Securities or as an obligation of
any of the Underwriters to purchase the Securities. The obligation of the
Company to issue and sell any of the Securities and the obligation of any of the
Underwriters to purchase any of the Securities shall be evidenced by the Pricing
Agreement with respect to the Designated Securities specified therein. Each
Pricing Agreement shall specify the aggregate principal amount of such
Designated Securities, the initial public offering price of such Designated
Securities, the purchase price to the Underwriters of such Designated
Securities, the names of the Underwriters of such Designated Securities, the
names of the Representatives of such Underwriters and the principal amount of
such Designated Securities to be purchased by each Underwriter and shall set
forth the date, time and manner of delivery of such Designated Securities and
payment therefor. The Pricing Agreement shall also specify (to the extent not
set forth in the Indenture and the registration statement and prospectus with
respect thereto) the terms of such Designated Securities. A Pricing Agreement
shall be in the form of an executed writing (which may be in counterparts), and
may be evidenced by an exchange of telegraphic communications or any other rapid
transmission device designed to produce a written record of communications
transmitted. The obligations of the Underwriters under this Agreement and each
Pricing Agreement shall be several and not joint.

                  2. The Company represents and warrants to, and agrees with,
each of the Underwriters that:

                  (a) A registration statement on Form S-3 (File No. [ ]) (the
"Initial Registration Statement") in respect of the Securities, [the Warrants
and the shares of Common Stock issuable upon exercise thereof] has been filed
with






                                      -2-


the Securities and Exchange Commission (the "Commission"); the Initial
Registration Statement and any post-effective amendment thereto, each in the
form heretofore delivered or to be delivered to the Representatives and,
excluding exhibits to the Initial Registration Statement, but including all
documents incorporated by reference in the prospectus included in the latest
registration statement, to the Representatives for each of the other
Underwriters, have been declared effective by the Commission in such form; other
than a registration statement, if any, increasing the size of the offering (a
"Rule 462(b) Registration Statement"), filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act"), which became effective upon
filing, no other document with respect to the Initial Registration Statement or
documents incorporated by reference therein has heretofore been filed or
transmitted for filing with the Commission (other than prospectuses filed
pursuant to Rule 424(b) of the rules and regulations of the Commission under the
Act, each in the form heretofore delivered to the Representatives); and no stop
order suspending the effectiveness of any Initial Registration Statement, any
post-effective amendment thereto, or the Rule 462(b) Registration Statement, if
any, has been issued and no proceeding for that purpose has been initiated or
threatened by the Commission (any preliminary prospectus included in the Initial
Registration Statement or filed with the Commission pursuant to Rule 424(a)
under the Securities Act of 1933, as amended (the "Act"), is hereinafter called
a "Preliminary Prospectus"); the various parts of the Initial Registration
Statement, any post-effective amendment thereto, and the Rule 462(b)
Registration Statement, if any, including all exhibits thereto and the documents
incorporated by reference in the prospectus contained in the Initial
Registration Statement, at the time such part of the Initial Registration
Statements became effective but excluding Form T-l, each as amended at the time
such part of the Initial Registration Statements became effective or such part
of the Rule 462(b) Registration Statement, if any, became or hereafter becomes
effective, are hereinafter called the "Registration Statement"; the prospectus
relating to the Securities, in the form in which it has most recently been
filed, or transmitted for filing, with the Commission on or prior to the date of
this Agreement, being hereinafter called the "Prospectus"; any reference herein
to any Preliminary




                                      -3-



Prospectus or the Prospectus shall be deemed to refer to and include the
documents incorporated by reference therein pursuant to the applicable form
under the Act, as of the date of such Preliminary Prospectus or Prospectus, as
the case may be; any reference to any amendment or supplement to any Preliminary
Prospectus or the Prospectus shall be deemed to refer to and include any
documents filed after the date of such Preliminary Prospectus or Prospectus, as
the case may be, under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and incorporated by reference in such Preliminary Prospectus or
Prospectus, as the case may be; any reference to any amendment to the Initial
Registration Statement shall be deemed to refer to and include any annual report
of the Company filed pursuant to Sections 13(a) or 15(d) of the Exchange Act
after the effective date of the Initial Registration Statement that is
incorporated by reference in the Registration Statement; and any reference to
the Prospectus as amended or supplemented shall be deemed to refer to and
include the Prospectus as amended or supplemented in relation to the applicable
Designated Securities to be sold pursuant to this Agreement, in the form filed
or transmitted for filing with the Commission pursuant to Rule 424(b) under the
Act and in accordance with Section 5(a) hereof (including any documents
incorporated by reference therein as of the date of such filing);

                  (b) The documents incorporated by reference in the Prospectus,
when they became effective or were filed with the Commission, as the case may
be, conformed in all material respects to the requirements of the Act or the
Exchange Act, as applicable, and the rules and regulations of the Commission
thereunder, and none of such documents contained an untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading; and any further
documents so filed and incorporated by reference in the Prospectus or any
further amendment or supplement thereto, when such documents become effective or
are filed with the Commission, as the case may be, will conform in all material
respects to the requirements of the Act or the Exchange Act, as applicable, and
the rules and regulations of the Commission thereunder and will not contain an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading;


                                      -4-


provided, however, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with information
furnished in writing to the Company by an Underwriter of Designated Securities
through the Representatives expressly for use in the Prospectus as amended or
supplemented to relate to a particular issuance of Securities;

                  (c) The Registration Statement and the Prospectus conform, and
any further amendments or supplements to the Registration Statement or the
Prospectus will conform, in all material respects to the requirements of the Act
and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") and
the rules and regulations of the Commission thereunder and do not and will not,
as of the applicable effective date as to the Registration Statement and any
amendment thereto and as of the applicable filing date as to the Prospectus and
any amendment or supplement thereto, contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading; provided, however, that this
representation and warranty shall not apply to any statements or omissions made
in reliance upon and in conformity with information furnished in writing to the
Company by an Underwriter of Designated Securities through the Representatives
expressly for use in the Prospectus as amended or supplemented to relate to a
particular issuance of Securities;

                  (d) Neither the Company nor any of its subsidiaries has
sustained since the date of the latest audited financial statements included or
incorporated by reference in the Prospectus any direct loss or interference with
its business from fire, explosion, flood or other calamity, whether or not
covered by insurance, or from any labor dispute or court or governmental action,
order or decree, which is material to the Company and its subsidiaries taken as
a whole, otherwise than as set forth or contemplated in the Prospectus; and,
since the respective dates as of which information is given in the Registration
Statement and the Prospectus, there has not been any change in the capital stock
or long-term debt of the Company and its subsidiaries taken as a whole (other
than any decrease in the capital stock resulting from purchases under the
Company's Stock Repurchase Program and






                                      -5-



any increase resulting from the exercise of stock options or the issuance of
restricted shares under the Company's stock incentive and employee compensation
plans, or the conversion of Series B Convertible Preferred Stock) or any
material adverse change, or any development involving a prospective material
adverse change, in or affecting the general affairs, management, financial
position, shareholders' equity or results of operations of the Company and its
subsidiaries taken as a whole, otherwise than as set forth or contemplated in
the Prospectus;

                  (e) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State of
Minnesota, with power and authority (corporate and other) to own its properties
and conduct its business as described in the Prospectus, and has been duly
qualified as a foreign corporation for the transaction of business and is in
good standing under the laws of each other jurisdiction in which it owns or
leases properties, or conducts any business, so as to require such
qualification, and is not subject to any material liability or disability by
reason of the failure to be so qualified in any such jurisdiction; and each of
the Company's principal subsidiaries (hereinafter called "Principal
Subsidiaries"), namely St. Paul Fire and Marine Insurance Company, United States
Fidelity and Guaranty Company and The John Nuveen Company, has been duly
incorporated and is validly existing as a corporation in good standing under the
laws of its jurisdiction of incorporation and has been duly qualified as a
foreign corporation for the transaction of business and is in good standing
under the laws of each other jurisdiction in which it owns or leases properties,
or conducts any business, so as to require such qualification;

                  (f) The Company has an authorized capitalization as set forth
in the Prospectus, and all of the issued shares of capital stock of the Company
have been duly authorized and validly issued and are fully paid and
non-assessable; [the shares of Common Stock initially issuable upon the exercise
of the Warrants have been duly and validly authorized and reserved for issuance
and, when issued and delivered in accordance with the provisions of the
Designated Securities and the Warrant Agreement referred to below, will be
validly issued, fully paid and non-assessable and will conform to the
description of





                                      -6-



Common Stock in the Prospectus]; all of the issued shares of capital stock of
each of St. Paul Fire and Marine Insurance Company, United States Fidelity and
Guaranty Company and The John Nuveen Company held directly or indirectly by the
Company have been duly authorized and validly issued, are fully paid and
non-assessable and (except as disclosed in the Registration Statement) all
shares of the capital stock of such subsidiaries are owned directly or
indirectly by the Company, free and clear of all liens, encumbrances, equities
or claims;

                  (g) The Securities have been duly authorized by the Company,
and, when Designated Securities are issued and delivered pursuant to this
Agreement and the Pricing Agreement with respect to such Designated Securities,
such Designated Securities will have been duly executed, authenticated, issued
and delivered and will constitute valid and legally binding obligations of the
Company entitled to the benefits provided by the Indenture, which will be
substantially in the form filed as an exhibit to the Registration Statement; the
Indenture has been duly authorized and duly qualified under the Trust Indenture
Act and, at the Time of Delivery for such Designated Securities (as defined in
Section 4 hereof), the Indenture will constitute a valid and legally binding
instrument, enforceable in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting creditors' rights and to general equity
principles; and the Indenture conforms, and the Designated Securities will
conform, to the descriptions thereof contained in the Prospectus as amended or
supplemented with respect to such Designated Securities;

                  (h) [The Warrants have been duly authorized and, when issued
and delivered pursuant to this Agreement and countersigned by the Warrant Agent
as provided in the Warrant Agreement, will have been duly executed,
countersigned, issued and delivered and will constitute valid and legally
binding obligations of the Company entitled to the benefits provided by the
Warrant Agreement to be dated as of [ ], 200[ ] (the "Warrant Agreement")
between the Company and [ ], as Warrant Agent (the "Warrant Agent"), under which
they are to be issued; the Warrant Agreement has been duly authorized and, when
executed by the Company and the





                                      -7-



Warrant Agent, will constitute a valid and legally binding instrument
enforceable in accordance with its terms subject, as to enforcement, to
bankruptcy, insolvency, reorganization and other laws of general applicability
relating to or affecting creditors' rights and to general equity principles; and
the Warrants and the Warrant Agreement conform to the descriptions thereof in
the Prospectus as amended or supplemented];

                  (i) The issue and sale of the Securities [and the Warrants]
and the compliance by the Company with all of the provisions of the Securities,
[the Warrants], the Indenture, [the Warrant Agreement], this Agreement and any
Pricing Agreement and the consummation of the transactions herein and therein
contemplated will not conflict with or result in a breach or violation of any of
the terms or provisions of, or constitute a default under, any indenture,
mortgage, deed of trust, loan agreement or other agreement or instrument to
which the Company or any of its subsidiaries is a party or by which the Company
or any of its subsidiaries is bound or to which any of the property or assets of
the Company or any of its subsidiaries is subject, nor will such action result
in any violation of the provisions of the Restated Articles of Incorporation, as
amended, or the By-laws, as amended, of the Company or any statute or any order,
rule or regulation of any court or governmental agency or body having
jurisdiction over the Company or any of its subsidiaries or any of their
properties; and no consent, approval, authorization, order, registration or
qualification of or with any such court or governmental agency or body is
required for the issue and sale of the Securities, [the Warrants,] or the
consummation by the Company of the transactions contemplated by this Agreement,
[the Warrant Agreement], any Pricing Agreement or the Indenture, except such as
have been, or will have been prior to the Time of Delivery, obtained under the
Act and the Trust Indenture Act and such consents, approvals, authorizations,
registrations or qualifications as may be required under state securities or
Blue Sky laws in connection with the purchase and distribution of the Securities
by the Underwriters;

                  (j) Neither the Company nor any of its subsidiaries is in
violation of its organizational documents or in default in the performance or
observance of any material obligation, agreement, covenant or condition




                                      -8-


contained in any indenture, mortgage, deed of trust, loan agreement, lease or
other agreement or instrument to which it is a party or by which it or any of
its properties is or may be bound;

                  (k) The statements set forth in the Prospectus under the
captions "Description of Debt Securities We May Offer", [the "Description of our
Common Stock" and the "Description of Warrants We May Offer"], insofar as they
purport to constitute a summary of the terms of the Securities therein
described, and, subject to the limitations set forth therein, under the caption
"United States Taxation", and under the captions "Plan of Distribution" and
"Underwriting" insofar as they purport to describe the provisions of the laws
and documents referred to therein, are accurate, complete and fair;

                  (l) Other than as set forth in the Prospectus, and other than
litigation (none of which is reasonably likely to be material) incidental to the
kinds of business conducted by the Company and its subsidiaries, there are no
legal or governmental proceedings pending to which the Company or any of its
subsidiaries is a party, or of which any property of the Company or any of its
subsidiaries is the subject, which, if determined adversely to the Company or
any of its subsidiaries, would individually or in the aggregate (after giving
effect to any applicable insurance, reinsurance or reserves therefor) have a
material adverse effect on the current or future consolidated financial
position, shareholders' equity or results of operations of the Company and its
subsidiaries, taken as a whole; and, to the best of the Company's knowledge, no
such proceedings are threatened or contemplated by governmental authorities or
threatened by others;

                  (m) The Company is not and, after giving effect to each
offering and sale of the Securities will not be, an "investment company" or an
entity "controlled" by an "investment company", as such terms are defined in the
Investment Company Act of 1940, as amended (the "Investment Company Act");

                  (n) Immediately after any sale of Securities [or Warrants] by
the Company hereunder or under any Pricing Agreement, the aggregate amount of
Securities [and Warrants] which shall have been issued and sold by the





                                      -9-



Company hereunder or under any Pricing Agreement and of any debt securities of
the Company (other than such Securities) that shall have been issued and sold
pursuant to the registration statement will not exceed the amount of debt
securities registered under the registration statement; and

                  (o) (A) KPMG LLP, who have certified certain financial
statements of the Company and its subsidiaries, are independent public
accountants as required by the Act and the rules and regulations of the
Commission thereunder; and (B) Ernst & Young LLP, who have certified certain
financial statements of former USF&G Corporation and its subsidiaries, are
independent public accountants as required by the Act and the rules and
regulations of the Commission thereunder.

                  3. Upon the execution of the Pricing Agreement applicable to
any Designated Securities [and Warrants] and authorization by the
Representatives of the release of such Designated Securities [and Warrants], the
several Underwriters propose to offer such Designated Securities [and Warrants]
for sale upon the terms and conditions set forth in the Prospectus as amended or
supplemented.

                  4. Designated Securities to be purchased by each Underwriter
pursuant to the Pricing Agreement relating thereto, in definitive form to the
extent practicable, and in such authorized denominations and registered in such
names as the Representatives may request upon at least forty-eight hours' prior
notice to the Company, shall be delivered by or on behalf of the Company to the
Representatives for the account of such Underwriter, against payment by such
Underwriter or on its behalf of the purchase price therefor by wire transfer of
Federal (same-day) funds to the account specified by the Company to the
Representatives at least forty-eight hours in advance or at such other place and
time and date specified in such Pricing Agreement or at such other place and
time and date as the Representatives and the Company may agree upon in writing,
such time and date being herein called the "Time of Delivery" for such
Securities.

                  5. The Company agrees with each of the Underwriters of any
Designated Securities:




                                      -10-


                  (a) To prepare the Prospectus as amended or supplemented in
relation to the applicable Designated Securities in a form approved by the
Representatives and to file such Prospectus pursuant to Rule 424(b) under the
Act not later than the Commission's close of business on the second business day
following the execution and delivery of the Pricing Agreement relating to the
applicable Designated Securities or, if applicable, such earlier time as may be
required by Rule 424(b); to make no further amendment or any supplement to the
Registration Statement or Prospectus as amended or supplemented after the date
of the Pricing Agreement relating to such Securities [and Warrants] and prior to
the Time of Delivery for such Securities [and Warrants] which shall be
disapproved by the Representatives for such Securities [and Warrants] promptly
after reasonable notice thereof; to advise the Representatives promptly of any
such amendment or supplement after such Time of Delivery and furnish the
Representatives with copies thereof; to file promptly all reports and any
definitive proxy or information statements required to be filed by the Company
with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act for so long as the delivery of a prospectus is required in
connection with the offering or sale of such Securities [and Warrants], and
during such same period to advise the Representatives, promptly after it
receives notice thereof, of the time when any amendment to the Registration
Statement has been filed or becomes effective or any supplement to the
Prospectus or any amended Prospectus has been filed with the Commission, of the
issuance by the Commission of any stop order or of any order preventing or
suspending the use of any prospectus relating to the Securities [,the Warrants
or the shares of Common Stock issuable upon exercise of the Warrants], of the
suspension of the qualification of such Securities for offering or sale in any
jurisdiction, of the initiation or threatening of any proceeding for any such
purpose, or of any request by the Commission for the amending or supplementing
of the Registration Statement or Prospectus or for additional information; and,
in the event of the issuance of any such stop order or of any such order
preventing or suspending the use of any prospectus relating to the Securities or
suspending any such qualification, to promptly use its best efforts to obtain
the withdrawal of such order;



                                      -11-


                  (b) Promptly from time to time to take such action as the
Representatives may reasonably request to qualify such Securities, [the Warrants
and the shares of Common Stock issuable upon exercise of the Warrants] for
offering and sale under the securities laws of such jurisdictions as the
Representatives may request and to comply with such laws so as to permit the
continuance of sales and dealings therein in such jurisdictions for as long as
may be necessary to complete the distribution of such Securities [and Warrants],
provided that in connection therewith the Company shall not be required to
qualify as a foreign corporation or to file a general consent to service of
process in any jurisdiction;

                  (c) To furnish the Representatives with copies of the
Prospectus as amended or supplemented in such quantities as the Representatives
may from time to time reasonably request, and, if the delivery of a prospectus
is required at any time in connection with the offering or sale of the
Securities [or Warrants] at such time any event shall have occurred as a result
of which the Prospectus as then amended or supplemented would include an untrue
statement of a material fact or omit to state any material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made when such Prospectus is delivered, not misleading, or, if
for any other reason it shall be necessary during such same period to amend or
supplement the Prospectus or to file under the Exchange Act any document
incorporated by reference in the Prospectus in order to comply with the Act, the
Exchange Act or the Trust Indenture Act, to notify the Representatives and upon
their request to file such document and to prepare and furnish without charge to
each Underwriter and to any dealer in securities as many copies as the
Representatives may from time to time reasonably request of an amended
Prospectus or a supplement to the Prospectus which will correct such statement
or omission or effect such compliance;

                  (d) To make generally available to its security holders as
soon as practicable, but in any event not later than eighteen months after the
effective date of the Registration Statement (as defined in Rule 158(c) under
the Act), an earnings statement of the Company and its subsidiaries (which need
not be audited) complying with Section 11(a) of the Act and the rules and
regulations of



                                      -12-


the Commission thereunder (including at the option of the Company Rule 158); and

                  (e) [If required by applicable law, prior to [        ],
20[ ], to cause to be registered, pursuant to an effective registration
statement under the Act, the shares of Common Stock issuable upon exercise of
the Warrants and to use its best efforts to maintain the effectiveness of such
registration statement during the entire period during which the Warrants may be
exercised; and

                  (f) To reserve and keep available at all times, free of
preemptive rights, shares of Common Stock for the purpose of enabling the
Company to satisfy any obligation to issue shares of its Common Stock upon
exercise of the Warrants; and if requested by the Representatives in writing, to
use its best efforts to list, subject to notice of issuance, the Securities and
the Warrants and the shares of Common Stock issuable upon exercise of the
Warrants on the [New York] Stock Exchange; and]

                  (g) During the period beginning from the date of the Pricing
Agreement for such Designated Securities [and Warrants] and continuing to and
including the earlier of (i) the termination of trading restrictions for such
Designated Securities [and Warrants], as notified to the Company by the
Representatives and (ii) the Time of Delivery for such Designated Securities,
not to offer, sell, contract to sell or otherwise dispose of any debt securities
of the Company which mature more than one year after such Time of Delivery and
which are substantially similar to such Designated Securities, without the prior
written consent of the Representatives; and

                  (h) If the Company elects to rely upon Rule 462(b), the
Company shall file a Rule 462(b) Registration Statement with the Commission in
compliance with Rule 462(b) by 10:00 P.M., Washington, D.C. time, on the date of
this Agreement, and the Company shall at the time of filing either pay to the
Commission the filing fee for the Rule 462(b) Registration Statement or give
irrevocable instructions for the payment of such fee pursuant to Rule 111(b)
under the Act.



                                      -13-


                  6. The Company covenants and agrees with the several
Underwriters that the Company will pay or cause to be paid the following: (i)
the fees, disbursements and expenses of the Company's counsel and accountants in
connection with the registration of the Securities, [the Warrants and the shares
of Common Stock issuable upon conversion of the Securities] under the Act and
all other expenses in connection with the preparation, printing and filing of
the Registration Statement, any Preliminary Prospectus and the Prospectus and
amendments and supplements thereto and the mailing and delivering of copies
thereof to the Underwriters and dealers; (ii) the cost of printing or producing
any Agreement among Underwriters, this Agreement, any Pricing Agreement, [the
Warrant Agreement,] any Indenture, any Blue Sky and Legal Investment Memoranda,
closing documents (including compilations thereof) and any other documents in
connection with the offering, purchase, sale and delivery of the Securities [and
the Warrants]; (iii) all expenses in connection with the qualification of the
Securities,[the Warrants and the shares of Common Stock issuable upon conversion
of the Securities] for offering and sale under state securities laws as provided
in Section 5(b) hereof, including the fees and disbursements of counsel for the
Underwriters in connection with such qualification and in connection with the
Blue Sky and Legal Investment Surveys; (iv) any fees charged by securities
rating services for rating the Securities; (v) any filing fees incident to, and
the fees and disbursements of counsel for the Underwriters in connection with,
any required review by the National Association of Securities Dealers, Inc. of
the terms of the sale of the Securities [and the Warrants]; (vi) the cost of
preparing the Securities; (vii) the fees and expenses of any Trustee and any
agent of any Trustee and the fees and disbursements of counsel for any Trustee
in connection with any Indenture and the Securities; and [(viii) the fees and
expenses of the Warrant Agent and any agent of the Warrant Agent and the fees
and disbursements of counsel for the Warrant Agent in connection with the
Warrant Agreement and the Warrants;] and (ix) all other costs and expenses
incident to the performance of its obligations hereunder which are not otherwise
specifically provided for in this Section. It is understood, however, that,
except as provided in this Section, and Sections 8 and 11 hereof, the
Underwriters will pay all of their own costs and expenses,






                                      -14-



including the fees of their counsel, transfer taxes on resale of any of the
Securities [and the Warrants] by them, and any advertising expenses connected
with any offers they may make.

                  7. The obligations of the Underwriters of any Designated
Securities [and Warrants] under the Pricing Agreement relating to such
Designated Securities shall be subject, in the discretion of the
Representatives, to the condition that all representations and warranties and
other statements of the Company in or incorporated by reference in the Pricing
Agreement relating to such Designated Securities are, at and as of the Time of
Delivery for such Designated Securities, true and correct, the condition that
the Company shall have performed all of its obligations hereunder theretofore to
be performed, and the following additional conditions:

                  (a) The Prospectus as amended or supplemented in relation to
the applicable Designated Securities shall have been filed with the Commission
pursuant to Rule 424(b) within the applicable time period prescribed for such
filing by the rules and regulations under the Act and in accordance with Section
5(a) hereof; if the Company has elected to rely upon Rule 462(b), the Rule
462(b) Registration Statement shall have become effective by 10:00 P.M.,
Washington, D.C. time, on the date of this Agreement; no stop order suspending
the effectiveness of the Registration Statement or any part thereof shall have
been issued and no proceeding for that purpose shall have been initiated or
threatened by the Commission; and all requests for additional information on the
part of the Commission shall have been complied with to the Representatives'
reasonable satisfaction;

                  (b) Counsel for the Underwriters shall have furnished to the
Representatives such written opinion or opinions, dated the Time of Delivery for
such Designated Securities, with respect to the incorporation of the Company,
the validity of the Indenture, the Designated Securities, the Registration
Statement, the Prospectus as amended or supplemented and other related matters
as the Representatives may reasonably request, and such counsel shall have
received such papers and information as they may reasonably request to enable
them to pass upon such matters;




                                      -15-


                  (c) Bruce A. Backberg, Esq., Senior Vice President for the
Company, or other counsel for the Company acceptable to the Representatives,
shall have furnished to the Representatives his written opinion, dated the Time
of Delivery for such Designated Securities, in form and substance satisfactory
to the Representatives, to the effect that:

                     (i) The Company has been duly incorporated and is validly
                  existing as a corporation in good standing under the laws of
                  the State of Minnesota, with corporate power and authority to
                  own its properties and conduct its business as described in
                  the Prospectus as amended or supplemented;

                     (ii) The Company has an authorized share capital as set
                  forth in the Prospectus as amended or supplemented and all of
                  the issued shares of capital stock of the Company have been
                  duly authorized and validly issued and are fully paid and
                  non-assessable;

                     (iii) The Company has been duly qualified as a foreign
                  corporation for the transaction of business and is in good
                  standing under the laws of each jurisdiction in which, in such
                  counsel's opinion, the Company is required to be so qualified
                  or if the Company is not so qualified in any such state or
                  jurisdiction, the failure to so qualify would not, considering
                  all cases in the aggregate, involve a material risk to the
                  business, properties, financial position or results of
                  operation of the Company and its subsidiaries, taken as a
                  whole;

                     (iv) Each of the Principal Subsidiaries has been duly
                  incorporated and is validly existing as a corporation in good
                  standing under the laws of its jurisdiction of incorporation;
                  all of the issued shares of capital stock of each of St. Paul
                  Fire and Marine Insurance Company, United States Fidelity and
                  Guaranty Company and approximately 78% of the issued shares of
                  the capital stock of The John Nuveen Company have been duly
                  authorized and validly issued, are






                                      -16-



                  fully paid and non-assessable, and (except as disclosed in the
                  Registration Statement) are owned directly or indirectly by
                  the Company, free and clear of all liens, encumbrances,
                  equities or claims (such counsel being entitled to rely in
                  respect of the opinion in this clause upon opinions of local
                  counsel and in respect of matters of fact upon certificates of
                  officers of the Company or the Principal Subsidiaries,
                  provided that such counsel shall state that he believes that
                  both the Representatives and he are justified in relying upon
                  such opinions and certificates);

                     (v) To such counsel's knowledge, there are no legal or
                  governmental proceedings pending to which the Company or any
                  of its subsidiaries is a party or of which any property of the
                  Company or any of its subsidiaries is the subject, other than
                  as set forth in the Prospectus and other than litigation or
                  proceedings (none of which is reasonably likely to be
                  material) incident to the kinds of business conducted by the
                  Company and its subsidiaries, which, if determined adversely
                  to the Company or any of its subsidiaries, would individually
                  or in the aggregate (after giving effect to any applicable
                  insurance, reinsurance or reserves therefor) have a material
                  adverse effect on the consolidated financial position,
                  shareholders' equity or results of operations of the Company
                  and its subsidiaries, taken as a whole; and, to the best of
                  such counsel's knowledge, no such proceedings are threatened
                  or contemplated by governmental authorities or threatened by
                  others;

                     (vi) This Agreement and the Pricing Agreement with respect
                  to the Designated Securities [and Warrants] have been duly
                  authorized, executed and delivered by the Company;

                     (vii) The Designated Securities have been duly authorized,
                  executed, authenticated, issued and delivered and constitute
                  valid and legally binding obligations of the Company entitled
                  to



                                      -17-



                  the benefits provided by the Indenture; and the Designated
                  Securities and the Indenture conform to the descriptions
                  thereof in the Prospectus as amended or supplemented;

                     (viii) [The Warrants have been duly authorized, executed,
                  issued and delivered and, when countersigned by the Warrant
                  Agent as provided in the Warrant Agreement, will constitute
                  valid and legally binding obligations of the Company entitled
                  to the benefits provided by the Warrant Agreement; the Warrant
                  Agreement has been duly authorized, executed and delivered by
                  the parties thereto and constitutes a valid and legally
                  binding instrument enforceable in accordance with its terms,
                  subject, as to enforcement, to bankruptcy, insolvency,
                  reorganization and other laws of general applicability
                  relating to or affecting creditors' rights and to general
                  equity principles; and the Warrant Agreement conforms to the
                  description thereof in the Prospectus;]

                     (ix) The Indenture has been duly authorized, executed and
                  delivered by the Company and constitutes a valid and legally
                  binding obligation of the Company, enforceable in accordance
                  with its terms, subject, as to enforcement, to bankruptcy,
                  insolvency, reorganization, fraudulent transfer, fraudulent
                  conveyance, moratorium and similar laws of general
                  applicability relating to or affecting creditors' rights and
                  to general equity principles; and the Indenture has been duly
                  qualified under the Trust Indenture Act;

                     (x) The issue and sale of the Designated Securities [and
                  the Warrants], the compliance by the Company with all of the
                  provisions of the Designated Securities, the Indenture, this
                  Agreement, [the Warrant Agreement] and the Pricing Agreement
                  with respect to the Designated Securities and the consummation
                  of the transactions herein and therein contemplated will not
                  conflict with or result in a breach or violation of any of the
                  terms or provisions of,





                                      -18-



                  or constitute a default under, or result in the creation or
                  imposition of any lien, charge or encumbrance upon any of the
                  property or assets of the Company or any of its subsidiaries
                  pursuant to the terms of, any indenture, mortgage, deed of
                  trust, loan agreement or other agreement or instrument known
                  to such counsel to which the Company or any of its
                  subsidiaries is a party or by which the Company or any of its
                  subsidiaries is bound or to which any of the property or
                  assets of the Company or any of its subsidiaries is subject,
                  nor will such actions result in any violation of the
                  provisions of the Restated Articles of Incorporation, as
                  amended, or By-laws, as amended, of the Company or any statute
                  or any order, rule or regulation known to such counsel of any
                  court or governmental agency or body having jurisdiction over
                  the Company or any of its subsidiaries or any of their
                  properties;

                     (xi) No consent, approval, authorization, order,
                  registration or qualification of or with any such court or
                  governmental agency or body is required for the issue and sale
                  of the Designated Securities [or the Warrants] or the
                  consummation by the Company of the transactions contemplated
                  by this Agreement, [the Warrant Agreement] or any applicable
                  Pricing Agreement or the Indenture, except such as have been
                  obtained under the Act and the Trust Indenture Act and such
                  consents, approvals, authorizations, registrations or
                  qualifications as may be required under state securities or
                  Blue Sky laws in connection with the purchase and distribution
                  of the Designated Securities [and the Warrants] by the
                  Underwriters;

                     (xii) Neither the Company nor any of its subsidiaries is in
                  violation of its organizational documents or in default in the
                  performance or observance of any obligation, agreement,
                  covenant or condition contained in any material indenture,
                  mortgage, deed of trust, loan agreement, lease or other
                  agreement or instrument to which it is a party or by which it
                  is or any of its properties is or may be bound, except where
                  any such default does not have or would not reasonably be
                  expected to have a material adverse affect on the Company and
                  its subsidiaries taken as a whole;

                     (xiii) The statements set forth in the Prospectus under the
                  captions "Description of Debt Securities We May Offer", [the
                  "Description of our Common Stock" and the "Description of
                  Warrants We May Offer"], insofar as they purport to constitute
                  a summary of the terms of the Securities therein described,
                  and, subject to the limitations set forth therein, under the
                  caption "United States Taxation", and under the captions




                                      -19-



                  "Plan of Distribution" and "Underwriting" insofar as they
                  purport to describe the provisions of the laws and documents
                  referred to therein, are accurate, complete and fair;

                     (xiv) The Company is not and, after giving effect to each
                  offering and sale of the Securities will not be, an
                  "investment company" or an entity "controlled" by an
                  "investment company", as such terms are defined in the
                  Investment Company Act;

                     (xv) The documents incorporated by reference in the
                  Prospectus as amended or supplemented (other than the
                  financial statements and related schedules therein, as to
                  which such counsel need express no opinion), when they became
                  effective or were filed with the Commission, as the case may
                  be, complied as to form in all material respects with the
                  requirements of the Act or the Exchange Act, as applicable,
                  and the rules and regulations of the Commission thereunder;
                  and such counsel has no reason to believe that any of such
                  documents, when they became effective or were so filed, as the
                  case may be, contained, in the case of the registration
                  statement which became effective under the Act, an untrue
                  statement of a material fact or omitted to state a material
                  fact required to be stated therein or necessary to make the
                  statements therein not misleading, or, in the case of other
                  documents which were filed under the Act or the Exchange Act
                  with the Commission, an untrue statement of a material fact or
                  omitted to state a material fact necessary in order to make
                  the statements therein, in the light of the circumstances
                  under which they were made when such documents were so filed,
                  not misleading; and

                     (xvi) The Registration Statement and the Prospectus as
                  amended or supplemented and any further amendments and
                  supplements thereto made by the Company prior to the date of
                  such opinion for the Designated Securities [and the
                  Warrants](other than the financial statements and related
                  schedules therein, as to which such





                                      -20-



                  counsel need express no opinion) comply as to form in all
                  material respects with the requirements of the Act and the
                  Trust Indenture Act and the rules and regulations thereunder;
                  such counsel has no reason to believe that, as of its
                  effective date, the Registration Statement or any further
                  amendment thereto made by the Company prior to the date of
                  such opinion (other than the financial statements and related
                  schedules therein, as to which such counsel need express no
                  opinion) contained an untrue statement of a material fact or
                  omitted to state a material fact required to be stated therein
                  or necessary to make the statements therein not misleading or
                  that, as of its date, the Prospectus as amended or
                  supplemented or any further amendment or supplement thereto
                  made by the Company prior to the date of such opinion (other
                  than the financial statements and related schedules therein,
                  as to which such counsel need express no opinion) contained an
                  untrue statement of a material fact or omitted to state a
                  material fact necessary to make the statements therein, in
                  light of the circumstances in which they were made, not
                  misleading or that, as of the date of such opinion, either the
                  Registration Statement or the Prospectus as amended or
                  supplemented or any further amendment or supplement thereto
                  made by the Company prior to the date of such opinion (other
                  than the financial statements and related schedules therein,
                  as to which such counsel need express no opinion) contains an
                  untrue statement of a material fact or omits to state a
                  material fact necessary to make the statements therein, in
                  light of the circumstances in which they were made, not
                  misleading; and such counsel does not know of any amendment to
                  the Registration Statement required to be filed or any
                  contracts or other documents of a character required to be
                  filed as an exhibit to the Registration Statement or required
                  to be incorporated by reference into the Prospectus as amended
                  or supplemented or required to be described in the
                  Registration Statement or the Prospectus as amended or



                                      -21-



                  supplemented which are not filed or incorporated by reference
                  or described as required;

                  provided that in lieu of the delivery of the opinion set forth
                  in paragraph (iv) of this Section 7(c) as to The John Nuveen
                  Company, such counsel may cause Alan G. Berkshire, Vice
                  President and General Counsel to The John Nuveen Company, to
                  deliver an opinion as to such matters, dated the Time of
                  Delivery for such Designated Securities.

                  (d) On the date of the Pricing Agreement for such Designated
Securities and at the Time of Delivery for such Designated Securities, the
independent accountants of the Company who have certified the financial
statements of the Company and its subsidiaries included or incorporated by
reference in the Registration Statement shall have furnished to the
Representatives a letter, dated the effective date of the Registration Statement
or the date of the most recent report filed with the Commission containing
financial statements and incorporated by reference in the Registration
Statement, if the date of such report is later than such effective date, and a
letter dated such Time of Delivery, respectively and, with respect to such
letter dated such Time of Delivery, as to such other matters as the
Representatives may reasonably request and in form and substance satisfactory to
the Representatives;

                  (e) (i) Neither the Company nor any of its Principal
Subsidiaries shall have sustained since the date of the latest audited financial
statements included or incorporated by reference in the Prospectus as amended
prior to the date of the Pricing Agreement relating to the Designated Securities
any loss or interference with its business from fire, explosion, flood or other
calamity, whether or not covered by insurance, or from any labor dispute or
court or governmental action, order or decree, otherwise than as set forth or
contemplated in the Prospectus as amended prior to the date of the Pricing
Agreement relating to the Designated Securities, and (ii) since the respective
dates as of which information is given in the Prospectus as amended prior to the
date of the Pricing Agreement relating to the Designated Securities there shall
not have been any change in the capital stock or long-term debt of the Company
and its subsidiaries taken







                                      -22-



as a whole (other than any decrease in the capital stock resulting from
purchases under the Company's Stock Repurchase Program and any increase in the
capital stock resulting from the exercise of stock options or the issuance of
restricted shares under the Company's stock incentive and employee compensation
plans, or the conversion of Series B Convertible Preferred Stock) or any change,
or any development involving a prospective change, in or affecting the general
affairs, management, financial position, shareholders' equity or results of
operations of the Company and its subsidiaries taken as a whole, otherwise than
as set forth or contemplated in the Prospectus as amended or supplemented prior
to the date of the Pricing Agreement relative to the Designated Securities, the
effect of which, in any such case described in clause (i) or (ii), is in the
judgment of the Representatives so material and adverse as to make it
impracticable or inadvisable to proceed with the public offering or the delivery
of the Designated Securities on the terms and in the manner contemplated in the
Prospectus as first amended relating to the Designated Securities;

                  (f) On or after the date of the Pricing Agreement relating to
the Designated Securities (i) no downgrading shall have occurred in the rating
accorded the Company's debt securities or the Company's financial strength or
claims paying ability by any "nationally recognized statistical rating
organization," as that term is defined by the Commission for purposes of Rule
436(g)(2) under the Act and (ii) other than as disclosed in the Prospectus as
amended or supplemented, no such organization shall have publicly announced or
otherwise given notice to the Company that it has under surveillance, review or
watch, with possible negative implications, its rating of any of the Company's
debt securities or the Company's financial strength or claims paying ability, or
of any review for a possible change therein that does not indicate the direction
of the possible change;

                  (g) On or after the date of the Pricing Agreement relating to
the Designated Securities there shall not have occurred any of the following:
(i) a suspension or material limitation in trading in securities generally on
the New York Stock Exchange; (ii) a suspension or material limitation in trading
the Company's securities on the New York Stock Exchange; (iii) a general
moratorium on



                                      -23-



commercial banking activities in New York declared by either Federal or New York
State authorities or a material disruption in the commercial banking or
securities settlement or clearance services in the United States; or (iv) the
outbreak or escalation of hostilities involving the United States or the
declaration by the United States of a national emergency or war or the
occurrence of any other calamity or crisis of change in financial, political or
economic conditions in the United States or elsewhere if the effect of any such
event specified in this clause (iv) in the judgment of the Representatives makes
it impracticable or inadvisable to proceed with the public offering or the
delivery of the Designated Securities [or Warrants] on the terms and in the
manner contemplated in the Prospectus as first amended or supplemented relating
to the Designated Securities [and the Warrants]; and

                  (h) The Company shall have furnished or caused to be furnished
to the Representatives at the Time of Delivery for the Designated Securities
[and the Warrants] a certificate or certificates of officers of the Company
satisfactory to the Representatives as to the accuracy of the representations
and warranties of the Company herein at and as of such Time of Delivery, as to
the performance by the Company of all of its obligations hereunder to be
performed at or prior to such Time of Delivery, as to the matters set forth in
subsections (a) and (f) of this Section and as to such other matters as the
Representatives may reasonably request.

                  8. (a) The Company will indemnify and hold harmless each
Underwriter against any losses, claims, damages or liabilities, joint or
several, to which such Underwriter may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon an untrue statement or alleged
untrue statement of a material fact contained in any Preliminary Prospectus, any
preliminary prospectus supplement, the Registration Statement, the Prospectus as
amended or supplemented and any other prospectus relating to the Securities, or
any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
will reimburse each Underwriter for any legal or other




                                      -24-



expenses reasonably incurred by such Underwriter in connection with
investigating or defending any such action or claim as such expenses are
incurred; provided, however, that the Company shall not be liable in any such
case to the extent that any such loss, claim, damage or liability arises out of
or is based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in any Preliminary Prospectus, any preliminary prospectus
supplement, the Registration Statement, the Prospectus as amended or
supplemented and any other prospectus relating to the Securities, or any such
amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by any Underwriter of Designated Securities
through the Representatives expressly for use in the Prospectus as amended or
supplemented relating to such Securities; and provided, further, that the
Company shall not be liable to any Underwriter under the indemnity agreement in
this subsection (a) with respect to any Preliminary Prospectus to the extent
that any such loss, claim, damage or liability of such Underwriter results from
the fact such Underwriter sold Securities to a person to whom there was not sent
or given, at or prior to the written confirmation of such sale, a copy of the
Prospectus (excluding documents incorporated by reference) or of the Prospectus
as then amended or supplemented (excluding documents incorporated by reference)
in any case where such delivery is required by the Act if the Company has
previously furnished copies thereof to such Underwriter and the loss, claim,
damage or liability of such Underwriter results from an untrue statement or
omission of a material fact contained in the Preliminary Prospectus which was
corrected in the Prospectus (or the Prospectus as amended or supplemented).

                  (b) Each Underwriter will indemnify and hold harmless the
Company against any losses, claims, damages or liabilities to which the Company
may become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact
contained in any Preliminary Prospectus, any preliminary prospectus supplement,
the Registration Statement, the Prospectus as amended or supplemented and any
other prospectus relating to the Securities [and Warrants], or any amendment or
supplement thereto, or arise out of or are based upon the




                                      -25-


omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, in
each case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in any
Preliminary Prospectus, any preliminary prospectus supplement, the Registration
Statement, the Prospectus as amended or supplemented and any other prospectus
relating to the Securities, or any such amendment or supplement in reliance upon
and in conformity with written information furnished to the Company by such
Underwriter through the Representatives expressly for use therein; and will
reimburse the Company for any legal or other expenses reasonably incurred by the
Company in connection with investigating or defending any such action or claim
as such expenses are incurred.

                  (c) Promptly after receipt by an indemnified party under
subsection (a) or (b) above of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under such subsection. In case any such
action shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemnifying
party), and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party shall
not be liable to such indemnified party under such subsection for any legal
expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof other
than reasonable costs of investigation. No indemnifying party shall, without the
written consent of the indemnified party, effect the settlement or compromise
of, or consent to the entry of any judgment with respect to, any pending or
threatened action










                                      -26-


or claim in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified party is an actual or potential party
to such action or claim) unless such settlement, compromise or judgment (i)
includes an unconditional release of the indemnified party from all liability
arising out of such action or claim and (ii) does not include a statement as to,
or an admission of, fault, culpability or a failure to act, by or on behalf of
any indemnified party.

                  (d) If the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and the Underwriters
of the Designated Securities [and the Warrants] on the other from the offering
of the Designated Securities [and the Warrants] to which such loss, claim,
damage or liability (or action in respect thereof) relates. If, however, the
allocation provided by the immediately preceding sentence is not permitted by
applicable law or if the indemnified party failed to give the notice required
under subsection (c) above, then each indemnifying party shall contribute to
such amount paid or payable by such indemnified party in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of the Company on the one hand and the Underwriters of the Designated
Securities [and the WARRANTS] on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities (or
actions in respect thereof), as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and such Underwriters on the other shall be deemed to be in the same proportion
as the total net proceeds from such offering (before deducting expenses)
received by the Company bear to the total underwriting discounts and commissions
received by such Underwriters. The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission



                                      -27-


or alleged omission to state a material fact relates to information supplied by
the Company on the one hand or such Underwriters on the other and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The Company and the Underwriters agree that
it would not be just and equitable if contribution pursuant to this subsection
(d) were determined by pro rata allocation (even if the Underwriters were
treated as one entity for such purpose) or by any other method of allocation
which does not take account of the equitable considerations referred to above in
this subsection (d). The amount paid or payable by an indemnified party as a
result of the losses, claims, damages or liabilities (or actions in respect
thereof) referred to above in this subsection (d) shall be deemed to include any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this subsection (d), no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the applicable Designated Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages which such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The obligations of the Underwriters
of Designated Securities [and the Warrants] in this subsection (d) to contribute
are several in proportion to their respective underwriting obligations with
respect to such Securities and not joint.

                  (e) The obligations of the Company under this Section 8 shall
be in addition to any liability which the Company may otherwise have and shall
extend, upon the same terms and conditions, to each person, if any, who controls
any Underwriter within the meaning of the Act; and the obligations of the
Underwriters under this Section 8 shall be in addition to any liability which
the respective Underwriters may otherwise have and shall extend, upon the same
terms and conditions, to each officer and director of the Company and to each
person, if any, who controls the Company within the meaning of the Act.



                                      -28-


                  9. (a) If any Underwriter shall default in its obligation to
purchase the Designated Securities [and Warrants] which it has agreed to
purchase under the Pricing Agreement relating to such Designated Securities [and
Warrants], the Representatives may in their discretion arrange for themselves or
another party or other parties to purchase such Designated Securities [and
Warrants] on the terms contained herein. If within thirty-six hours after such
default by any Underwriter the Representatives do not arrange for the purchase
of such Designated Securities [and Warrants], then the Company shall be entitled
to a further period of thirty-six hours within which to procure another party or
other parties satisfactory to the Representatives to purchase such Designated
Securities [and Warrants] on such terms. In the event that, within the
respective prescribed period, the Representatives notify the Company that they
have so arranged for the purchase of such Designated Securities [and Warrants],
or the Company notifies the Representatives that it has so arranged for the
purchase of such Designated Securities [and Warrants], the Representatives or
the Company shall have the right to postpone the Time of Delivery for such
Designated Securities [and Warrants] for a period of not more than seven days,
in order to effect whatever changes may thereby be made necessary in the
Registration Statement or the Prospectus as amended or supplemented, or in any
other documents or arrangements, and the Company agrees to file promptly any
amendments or supplements to the Registration Statement or the Prospectus which
in the opinion of the Representatives may thereby be made necessary. The term
"Underwriter" as used in this Agreement shall include any person substituted
under this Section with like effect as if such person had originally been a
party to the Pricing Agreement with respect to such Designated Securities [and
Warrants].

                  (b) If, after giving effect to any arrangements for the
purchase of the Designated Securities [and Warrants] of a defaulting Underwriter
or Underwriters by the Representatives and the Company as provided in subsection
(a) above, the aggregate principal amount of such Designated Securities [and
Warrants] which remains unpurchased does not exceed one-tenth of the aggregate
principal amount of the Designated Securities, then the Company shall have the
right to require each non-defaulting Underwriter to purchase the principal
amount of Designated



                                      -29-


Securities which such Underwriter agreed to purchase under the Pricing Agreement
relating to such Designated Securities [and Warrants] and, in addition, to
require each non-defaulting Underwriter to purchase its pro rata share (based on
the principal amount of Designated Securities which such Underwriter agreed to
purchase under such Pricing Agreement) of the Designated Securities of such
defaulting Underwriter or Underwriters for which such arrangements have not been
made; but nothing herein shall relieve a defaulting Underwriter from liability
for its default.

                  (c) If, after giving effect to any arrangements for the
purchase of the Designated Securities [and Warrants] of a defaulting Underwriter
or Underwriters by the Representatives and the Company as provided in subsection
(a) above, the aggregate principal amount of Designated Securities [and
Warrants] which remains unpurchased exceeds one-tenth of the aggregate principal
amount of the Designated Securities [and Warrants], as referred to in subsection
(b) above, or if the Company shall not exercise the right described in
subsection (b) above to require non-defaulting Underwriters to purchase
Designated Securities [and Warrants] of a defaulting Underwriter or
Underwriters, then the Pricing Agreement relating to such Designated Securities
[and Warrants] shall thereupon terminate, without liability on the part of any
non-defaulting Underwriter or the Company, except for the expenses to be borne
by the Company and the Underwriters as provided in Section 6 hereof and the
indemnity and contribution agreements in Section 8 hereof; but nothing herein
shall relieve a defaulting Underwriter from liability for its default.

                  10. The respective indemnities, agreements, representations,
warranties and other statements of the Company and the several Underwriters, as
set forth in this Agreement or made by or on behalf of them, respectively,
pursuant to this Agreement, shall remain in full force and effect, regardless of
any investigation (or any statement as to the results thereof) made by or on
behalf of any Underwriter or any controlling person of any Underwriter, or the
Company, or any officer or director or controlling person of the Company, and
shall survive delivery of and payment for the Securities.



                                      -30-


                  11. If any Pricing Agreement shall be terminated pursuant to
Section 9 hereof, the Company shall not then be under any liability to any
Underwriter with respect to the Designated Securities [and the Warrants] covered
by such Pricing Agreement except as provided in Section 6 and Section 8 hereof;
but, if for any other reason Designated Securities [or Warrants] are not
delivered by or on behalf of the Company as provided herein, the Company will
reimburse the Underwriters through the Representatives for all out-of-pocket
expenses approved in writing by the Representatives, including fees and
disbursements of counsel, reasonably incurred by the Underwriters in making
preparations for the purchase, sale and delivery of such Designated Securities
[and Warrants], but the Company shall then be under no further liability to any
Underwriter with respect to such Designated Securities [and Warrants] except as
provided in Section 6 and Section 8 hereof.

                  12. In all dealings hereunder, the Representatives of the
Underwriters of Designated Securities [and Warrants] shall act on behalf of each
of such Underwriters, and the parties hereto shall be entitled to act and rely
upon any statement, request, notice or agreement on behalf of any Underwriter
made or given by such Representatives jointly or by such of the Representatives,
if any, as may be designated for such purpose in the Pricing Agreement.

                  All statements, requests, notices and agreements hereunder
shall be in writing, and if to the Underwriters shall be delivered or sent by
mail, telex or facsimile transmission to the address of the Representatives as
set forth in the Pricing Agreement; and if to the Company shall be delivered or
sent by mail, telex or facsimile transmission to the address of the Company set
forth in the Registration Statement: Attention: Bruce A. Backberg, Esq., Senior
Vice President; provided, however, that any notice to an Underwriter pursuant to
Section 8(c) hereof shall be delivered or sent by mail, telex or facsimile
transmission to such Underwriter at its address set forth in its Underwriters'
Questionnaire, or telex constituting such Questionnaire, which address will be
supplied to the Company by the Representatives upon request. Any such
statements, requests, notices or agreements shall take effect upon receipt
thereof.



                                      -31-


                  13. This Agreement and each Pricing Agreement shall be binding
upon, and inure solely to the benefit of, the Underwriters, the Company and, to
the extent provided in Section 8 and Section 10 hereof, the officers and
directors of the Company and each person who controls the Company or any
Underwriter, and their respective heirs, executors, administrators, successors
and assigns, and no other person shall acquire or have any right under or by
virtue of this Agreement or any such Pricing Agreement. No purchaser of any of
the Securities [and Warrants] from any Underwriter shall be deemed a successor
or assign by reason merely of such purchase.

                  14. Time shall be of the essence of each Pricing Agreement. As
used herein, "business day" shall mean any day when the Commission's office in
Washington, D.C. is open for business.

                  15. This Agreement and each Pricing Agreement shall be
governed by and construed in accordance with the laws of the State of New York.

                  16. This Agreement and each Pricing Agreement may be executed
by any one or more of the parties hereto and thereto in any number of
counterparts, each of which shall be deemed to be an original, but all such
respective counterparts shall together constitute one and the same instrument.

                  If the foregoing is in accordance with your understanding,
please sign and return to us four counterparts hereof.

                                         Very truly yours,

                                         THE ST. PAUL COMPANIES, INC.


                                         By:
                                            -----------------------------------
                                             Name:
                                             Title:




                                      -32-


Accepted as of the date hereof:

[UNDERWRITERS]

BY:  [REPRESENTATIVE]



By:
   ------------------------------------
      Name:
      Title:

On behalf of each of the Underwriters




                                      -33-



                                                                         ANNEX I

                                PRICING AGREEMENT

[UNDERWRITERS]
         As Representatives of the several
                  Underwriters named in Schedule I hereto,
[ADDRESS]

                                                                          [DATE]

Ladies and Gentlemen:

         The St. Paul Companies, Inc., a Minnesota corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated [        ], 200[ ](the "Underwriting Agreement"),
between the Company on the one hand and [UNDERWRITERS] on the other hand, to
issue and sell to the Underwriters named in Schedule I hereto (the
"Underwriters") the Securities specified in Schedule II hereto (the "Designated
Securities") [and the warrants for the purchase of common stock of the Company
specified in Schedule II hereto (the "Warrants")]. Each of the provisions of the
Underwriting Agreement is incorporated herein by reference in its entirety, and
shall be deemed to be a part of this Agreement to the same extent as if such
provisions had been set forth in full herein; and each of the representations
and warranties set forth therein shall be deemed to have been made at and as of
the date of this Pricing Agreement, except that each representation and warranty
which refers to the Prospectus in Section 2 of the Underwriting Agreement shall
be deemed to be a representation or warranty as of the date of the Underwriting
Agreement in relation to the Prospectus (as therein defined), and also a
representation and warranty as of the date of this Pricing Agreement in relation
to the Prospectus as amended or supplemented relating to the Designated
Securities [and Warrants] which are the subject of this Pricing Agreement. Each
reference to the Representatives herein and in the provisions of the
Underwriting Agreement so incorporated by reference shall be deemed to refer to
you. Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined. The Representatives designated to
act on behalf of the Representatives and on behalf of each of the Underwriters



                                       -1-


of the Designated Securities [and Warrants] pursuant to Section 12 of the
Underwriting Agreement and the address of the Representatives referred to in
such Section 12 are set forth at the end of Schedule II hereto.

         An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities [and the
Warrants], in the form heretofore delivered to you is now proposed to be filed
with the Commission.

         Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in Schedule II hereto,
the principal amount of Designated Securities [and Warrants] set forth opposite
the name of such Underwriter in Schedule I hereto.

         If the foregoing is in accordance with your understanding, please sign
and return to us [ ] counterparts hereof [(one for the issuer and each of the
Representatives plus one for each Counsel)], and upon acceptance hereof by you,
on behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Company. It is understood that your acceptance of this letter on behalf
of each of the Underwriters is or will be pursuant to the authority set forth in
a form of Agreement among Underwriters, the form of which shall be submitted to
the Company for examination upon request, but without warranty on the part of
the Representatives as to the authority of the signers thereof.

                                        Very truly yours,

                                        THE ST. PAUL COMPANIES, INC.


                                        By:
                                           -------------------------------------
                                             Name:
                                             Title:




                                      -2-


Accepted as of the date hereof:

[UNDERWRITERS]

BY:

By:
   --------------------------------------------------
         Name:
         Title:

On behalf of each of the Underwriters




                                      -3-



                                   SCHEDULE I



                                                                       PRINCIPAL
                                                                       AMOUNT OF
                                                                       DESIGNATED              PRINCIPAL
                                                                       SECURITIES              AMOUNT OF
                                                                       TO BE                   WARRANTS
                           UNDERWRITER                                 PURCHASED               TO BE PURCHASED
                           -----------                                 ---------               -- -- ---------
                                                                                         
[UNDERWRITER].......................................................   $                       $
[UNDERWRITER].......................................................
[UNDERWRITER].......................................................

                  Total.............................................
                                                                       ----------------        ----------------
                                                                       $                       $
                                                                       ================        ================





                                      -1-



                                   SCHEDULE II

TITLE OF DESIGNATED SECURITIES:
         [  %] [Floating Rate] [Zero Coupon] [Notes]
         [Debentures] due         ,

[TITLE OF ATTACHED WARRANTS:]

AGGREGATE PRINCIPAL AMOUNT:
         [$ ]

PRICE TO PUBLIC:
         % of the principal amount of the Designated Securities, plus accrued
         interest[, if any,] from [    ] to [     ][and accrued amortization
         [, if any,] from [       ] to [         ]

PURCHASE PRICE BY UNDERWRITERS:
         % of the principal amount of the Designated Securities, plus accrued
         interest from [        ] to [       ][and accrued amortization
         [, if any,] from [           ] to [           ]

FORM OF DESIGNATED SECURITIES:
         [Definitive form to be made available for checking and packaging at
         least twenty-four hours prior to the Time of Delivery at the office of
         [The Depository Trust Company or its designated custodian] [the
         Representatives]]

         [Book-entry only form represented by one or more global securities
         deposited with The Depository Trust Company ("DTC") or its designated
         custodian, to be made available for checking by the Representatives at
         least twenty-four hours prior to the Time of Delivery at the office
         of DTC.]

SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
         Federal (same day) funds

TIME OF DELIVERY:
         [      ] a.m. (New York City time),  [                 ], 200[ ]

INDENTURE:
         Indenture dated [          ], 200[ ], between the Company and The Chase
         Manhattan Bank, as Trustee




                                      -1-


MATURITY:


INTEREST RATE:
         [    %] [Zero Coupon] [See Floating Rate Provisions]

INTEREST PAYMENT DATES:
         [months and dates, commencing [             ], 200[ ]

REDEMPTION PROVISIONS:
         [No provisions for redemption]
         [The Designated Securities may be redeemed, otherwise than through the
         sinking fund, in whole or in part at the option of the Company, in the
         amount of [$ ] or an integral multiple thereof, [on or after , at the
         following redemption prices (expressed in percentages of principal
         amount). If [redeemed on or before        , %, and if] redeemed during
         the 12-month period beginning         ,



                                               REDEMPTION
               YEAR                               PRICE
               ----                            ----------
                                            




         and thereafter at 100% of their principal amount, together in each case
         with accrued interest to the redemption date.]

         [on any interest payment date falling on or after            ,        ,
         at the election of the Company, at a redemption price equal to the
         principal amount thereof, plus accrued interest to the date of
         redemption.]

         [Other possible redemption provisions, such as mandatory redemption
         upon occurrence of certain events or redemption for changes in tax law]

         [Restriction on refunding]

SINKING FUND PROVISIONS:
         [No sinking fund provisions]



                                      -2-

         [The Designated Securities are entitled to the benefit of a sinking
         fund to retire [$ ] principal amount of Designated Securities on in
         each of the years       through       at 100% of their principal amount
         plus accrued interest[, together with [cumulative] [noncumulative]
         redemptions at the option of the Company to retire an additional [$  ]
         principal amount of Designated Securities in the years       through
               at 100% of their principal amount plus accrued interest.]

                  [If Designated Securities are extendable debt
                              securities, insert--

EXTENDABLE PROVISIONS:
         Designated Securities are repayable on                       ,
         [insert date and years], at the option of the holder, at their
         principal amount with accrued interest. The initial annual interest
         rate will be     %, and thereafter the annual interest rate will be
         adjusted on         , and               to a rate not less than      %
         of the effective annual interest rate on U.S. Treasury obligations with
         -year maturities as of the [insert date 15 days prior to maturity date]
         prior to such [insert maturity date].]

[If Designated Securities are floating rate debt securities, insert--

FLOATING RATE PROVISIONS:
         Initial annual interest rate will be     % through         [and
         thereafter will be adjusted [monthly] [on each          ,            ,
         and       ] [to an annual rate of     % above the average rate for
                 -year month] [securities] [certificates of deposit] issued by
         and              [insert names of banks].] [and the annual interest
         rate [thereafter] [from            through        ] will be the
         interest yield equivalent of the weekly average per annum market
         discount rate for               -month Treasury bills plus     % of
         Interest Differential (the excess, if any, of (i) the then current
         weekly average per annum secondary market yield for              -month
         certificates of deposit over (ii) the then current interest yield
         equivalent of the weekly average per





                                      -3-



         annum market discount rate for                 -month Treasury bills);
         [             from and thereafter the rate will be the then current
         interest yield equivalent plus    % of Interest Differential].]

DEFEASANCE PROVISIONS:

CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES:

ADDITIONAL CLOSING CONDITIONS:
         Paragraph 7(g) of the Underwriting Agreement should be modified in the
         event that the Securities are denominated in, indexed to, or principal
         or interest are paid in, a currency other than the U.S. dollar, more
         than one currency or in a composite currency. The country or countries
         issuing such currency should be added to the banking moratorium and
         hostilities clauses and the following additional clause should be added
         to the paragraph (the entire paragraph should be restated, as amended):

                  "; ( ) the imposition of the proposal of exchange controls by
         any governmental authority in [insert the country or countries issuing
         such currency, currencies or composite currency]".

NAMES AND ADDRESSES OF REPRESENTATIVES:
         Designated Representatives:

         Address for Notices, etc.:

[OTHER TERMS]:


                                      -4-

EX-1.2

                                                                     Exhibit 1.2


                          THE ST. PAUL COMPANIES, INC.



                               [DEPOSITARY SHARES

                        EACH REPRESENTING ____ SHARES OF]

                                 PREFERRED STOCK

                                   ----------

                             Underwriting Agreement

                                                                          [Date]

[UNDERWRITERS]
     [As representatives of the several Underwriters
        named in Schedule 1 hereto,]
[c/o NAME]
     [ADDRESS]

Ladies and Gentlemen:

         From time to time The St. Paul Companies, Inc., a Minnesota corporation
(the "Company"), proposes to enter into one or more Pricing Agreements (each a
"Pricing Agreement") in the form of Annex I hereto, with such additions and
deletions as the parties thereto may determine, and, subject to the terms and
conditions stated herein and therein, to issue and sell to the firms named in
Schedule I to the applicable Pricing Agreement (such firms constituting the
"Underwriters" with respect to such Pricing Agreement and the securities
specified therein) certain shares of its preferred stock, (liquidation
preference $[ ]) (the "Shares"), which may be represented by depositary shares
(the "Depositary Shares")* deposited against delivery of Depositary Receipts
(the "Depositary Receipts") evidencing the Depositary Shares which are to be
issued by the depositary specified in Schedule II to such Pricing Agreement (the
"Depositary"), under a deposit agreement, dated the date specified in Schedule
II to such Pricing Agreement, among the Company, the Depositary and the holders
from time to time of the Depositary Receipts issued thereunder. Each Depositary
Share will represent beneficial ownership of the fraction of a share of
Preferred Stock, as specified in Schedule II to such

* As an alternative to this formulation, if depositary shares are not being
offered and sold, all references to depositary shares could be deleted.




Pricing Agreement. The shares of Preferred Stock or the Depositary Shares
representing such shares specified in such Pricing Agreement, as the case may
be, are referred to as the "Firm Shares" with respect to such Pricing Agreement
and the shares of Preferred Stock represented by such Pricing Agreement are
referred to as the shares of "Designated Preferred Stock" with respect to such
Pricing Agreement.

         If specified in such Pricing Agreement, the Company may grant the
Underwriters the right to purchase at their election an additional number of
shares of Preferred Stock or Depositary Shares, as the case may be, specified as
provided in such Pricing Agreement as provided in Section 3 hereof (the
"Optional Shares"). The Firm Shares and the Optional Shares, if any, which the
Underwriters elect to purchase pursuant to Section 3 hereof are herein
collectively referred to as the "Designated Shares". The Designated Preferred
Stock may be convertible into shares of common stock, without par value, of the
Company (the "Stock"), as specified in Schedule II to such Pricing Agreement.
The securities so specified, if any, are referred to in such Pricing Agreement
as the Designated Shares with respect to such Pricing Agreement.

         The terms and rights of any particular issuance of Designated Shares
shall be as specified in the Pricing Agreement relating thereto.

         1. Particular sales of Designated Shares may be made from time to time
to the Underwriters of such Shares, for whom the firms designated as
representatives of the Underwriters of such Shares in the Pricing Agreement
relating thereto will act as representatives (the "Representatives"). The term
"Representatives" also refers to a single firm acting as sole representative of
the Underwriters and to an Underwriter or Underwriters who act without any firm
being designated as its or their representatives. This Underwriting Agreement
shall not be construed as an obligation of the Company to sell any of the Shares
or as an obligation of any of the Underwriters to purchase the Shares. The
obligation of the Company to issue and sell any of the Shares and the obligation
of any of the Underwriters to purchase any of the Shares shall be evidenced by
the Pricing Agreement with respect to the Designated Shares specified therein.
Each Pricing


                                      -2-




Agreement shall specify the aggregate principal amount of such Designated
Shares, the maximum number of Optional Shares, if any, the initial public
offering price of such Firm and Optional Shares, [the manner of determining such
price, the terms of the Designated Shares, including the terms on which and
terms of the securities into which the Designated Shares will be convertible or
exchangeable, whether the Designated Shares will be represented by Depositary
Shares, the name of the Depositary and the date of the Deposit Agreement,] the
purchase price to the Underwriters of such Designated Shares, the names of the
Underwriters of such Designated Shares, the names of the Representatives of such
Underwriters and the principal amount of such Designated Shares to be purchased
by each Underwriter and shall set forth the date, time and manner of delivery of
such Firm and Optional Shares and payment therefor. The Pricing Agreement shall
also specify (to the extent not set forth in the registration statement and
prospectus with respect thereto) the terms of such Designated Shares. A Pricing
Agreement shall be in the form of an executed writing (which may be in
counterparts), and may be evidenced by an exchange of telegraphic communications
or any other rapid transmission device designed to produce a written record of
communications transmitted. The obligations of the Underwriters under this
Agreement and each Pricing Agreement shall be several and not joint.

         2. The Company represents and warrants to, and agrees with, each of the
Underwriters that:

         (a) A registration statement on Form S-3 (File No. o) (the "Initial
Registration Statement") in respect of the Shares has been filed with the
Securities and Exchange Commission (the "Commission"); the Initial Registration
Statement and any post-effective amendment thereto, each in the form heretofore
delivered or to be delivered to the Representatives and, excluding exhibits to
the Initial Registration Statement, but including all documents incorporated by
reference in the prospectus included in the latest registration statement, to
the Representatives for each of the other Underwriters, have been declared
effective by the Commission in such form; other than a registration statement,
if any, increasing the size of the offering (a "Rule 462(b) Registration
Statement"), filed pursuant to Rule 462(b) under the Securities Act of 1933,


                                      -3-




as amended (the "Act"), which became effective upon filing, no other document
with respect to the Initial Registration Statement or documents incorporated by
reference therein has heretofore been filed or transmitted for filing with the
Commission (other than prospectuses filed pursuant to Rule 424(b) of the rules
and regulations of the Commission under the Act, each in the form heretofore
delivered to the Representatives); and no stop order suspending the
effectiveness of any Initial Registration Statement, any post-effective
amendment thereto, or the Rule 462(b) Registration Statement, if any, has been
issued and no proceeding for that purpose has been initiated or threatened by
the Commission (any preliminary prospectus included in the Initial Registration
Statement or filed with the Commission pursuant to Rule 424(a) under the
Securities Act of 1933, as amended (the "Act"), is hereinafter called a
"Preliminary Prospectus"); the various parts of the Initial Registration
Statement, any post-effective amendment thereto, and the Rule 462(b)
Registration Statement, if any, including all exhibits thereto and the documents
incorporated by reference in the prospectus contained in the Initial
Registration Statement, at the time such part of the Initial Registration
Statements became effective but excluding Form T-l, each as amended at the time
such part of the Initial Registration Statements became effective or such part
of the Rule 462(b) Registration Statement, if any, became or hereafter becomes
effective, are hereinafter called the "Registration Statement"; the prospectus
relating to the Shares, in the form in which it has most recently been filed, or
transmitted for filing, with the Commission on or prior to the date of this
Agreement, being hereinafter called the "Prospectus"; any reference herein to
any Preliminary Prospectus or the Prospectus shall be deemed to refer to and
include the documents incorporated by reference therein pursuant to the
applicable form under the Act, as of the date of such Preliminary Prospectus or
Prospectus, as the case may be; any reference to any amendment or supplement to
any Preliminary Prospectus or the Prospectus shall be deemed to refer to and
include any documents filed after the date of such Preliminary Prospectus or
Prospectus, as the case may be, under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and incorporated by reference in such Preliminary
Prospectus or Prospectus, as the case may be; any reference to any amendment to
the


                                      -4-




Initial Registration Statement shall be deemed to refer to and include any
annual report of the Company filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act after the effective date of the Initial Registration Statement that
is incorporated by reference in the Registration Statement; and any reference to
the Prospectus as amended or supplemented shall be deemed to refer to and
include the Prospectus as amended or supplemented in relation to the applicable
Designated Shares to be sold pursuant to this Agreement, in the form filed or
transmitted for filing with the Commission pursuant to Rule 424(b) under the Act
and in accordance with Section 5(a) hereof (including any documents incorporated
by reference therein as of the date of such filing);

         (b) The documents incorporated by reference in the Prospectus, when
they became effective or were filed with the Commission, as the case may be,
conformed in all material respects to the requirements of the Act or the
Exchange Act, as applicable, and the rules and regulations of the Commission
thereunder, and none of such documents contained an untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading; and any further
documents so filed and incorporated by reference in the Prospectus or any
further amendment or supplement thereto, when such documents become effective or
are filed with the Commission, as the case may be, will conform in all material
respects to the requirements of the Act or the Exchange Act, as applicable, and
the rules and regulations of the Commission thereunder and will not contain an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading;
provided, however, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with information
furnished in writing to the Company by an Underwriter of Designated Shares
through the Representatives expressly for use in the Prospectus as amended or
supplemented to relate to a particular issuance of Shares;

         (c) The Registration Statement and the Prospectus conform, and any
further amendments or supplements to the Registration Statement or the
Prospectus will conform, in all material respects to the requirements


                                      -5-




of the Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture
Act") and the rules and regulations of the Commission thereunder and do not and
will not, as of the applicable effective date as to the Registration Statement
and any amendment thereto and as of the applicable filing date as to the
Prospectus and any amendment or supplement thereto, contain an untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading; provided,
however, that this representation and warranty shall not apply to any statements
or omissions made in reliance upon and in conformity with information furnished
in writing to the Company by an Underwriter of Designated Shares through the
Representatives expressly for use in the Prospectus as amended or supplemented
to relate to a particular issuance of Shares;

         (d) Neither the Company nor any of its subsidiaries has sustained since
the date of the latest audited financial statements included or incorporated by
reference in the Prospectus any direct loss or interference with its business
from fire, explosion, flood or other calamity, whether or not covered by
insurance, or from any labor dispute or court or governmental action, order or
decree, which is material to the Company and its subsidiaries taken as a whole,
otherwise than as set forth or contemplated in the Prospectus; and, since the
respective dates as of which information is given in the Registration Statement
and the Prospectus, there has not been any change in the capital stock or
long-term debt of the Company and its subsidiaries taken as a whole (other than
any decrease in the capital stock resulting from purchases under the Company's
Stock Repurchase Program and any increase resulting from the exercise of stock
options or the issuance of restricted shares under the Company's stock incentive
and employee compensation plans, or the conversion of Series B Convertible
Preferred Stock) or any material adverse change, or any development involving a
prospective material adverse change, in or affecting the general affairs,
management, financial position, shareholders' equity or results of operations of
the Company and its subsidiaries taken as a whole, otherwise than as set forth
or contemplated in the Prospectus;


                                      -6-



         (e) The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Minnesota, with
power and authority (corporate and other) to own its properties and conduct its
business as described in the Prospectus, and has been duly qualified as a
foreign corporation for the transaction of business and is in good standing
under the laws of each other jurisdiction in which it owns or leases properties,
or conducts any business, so as to require such qualification, and is not
subject to any material liability or disability by reason of the failure to be
so qualified in any such jurisdiction; and each of the Company's principal
subsidiaries (hereinafter called "Principal Subsidiaries"), namely St. Paul Fire
and Marine Insurance Company, United States Fidelity and Guaranty Company and
The John Nuveen Company, has been duly incorporated and is validly existing as a
corporation in good standing under the laws of its jurisdiction of incorporation
and has been duly qualified as a foreign corporation for the transaction of
business and is in good standing under the laws of each other jurisdiction in
which it owns or leases properties, or conducts any business, so as to require
such qualification;

         (f) The Company has an authorized capitalization as set forth in the
Prospectus, and all of the issued shares of capital stock of the Company have
been duly authorized and validly issued and are fully paid and non-assessable;
the shares of Stock initially issuable upon conversion of the Shares have been
duly and validly authorized and reserved for issuance and, when issued and
delivered in accordance with the provisions of the Shares, will be duly and
validly issued, fully paid and non-assessable and will conform to the
description of the Stock contained in the Prospectus; all of the issued shares
of capital stock of each of St. Paul Fire and Marine Insurance Company, United
States Fidelity and Guaranty Company and The John Nuveen Company held directly
or indirectly by the Company have been duly authorized and validly issued, are
fully paid and non-assessable and (except as disclosed in the Registration
Statement) all shares of the capital stock of such subsidiaries are owned
directly or indirectly by the Company, free and clear of all liens,
encumbrances, equities or claims;


                                      -7-



         (g) The Shares and the Depositary Shares have been duly authorized by
the Company, and, when Firm Shares are issued and delivered pursuant to this
Agreement and the Pricing Agreement with respect to such Designated Shares and,
in the case of any Optional Shares, pursuant to the Overallotment Options (as
defined in Section 3 hereof)with respect to such Shares, such Designated Shares
will be duly executed, authenticated, issued and delivered and will constitute
valid and legally binding obligations of the Company entitled to the benefits
provided by the Indenture, the Indenture has been duly authorized and duly
qualified under the Trust Indenture Act and, at the Time of Delivery for such
Designated Shares (as defined in Section 4 hereof), the Indenture will
constitute a valid and legally binding instrument, enforceable in accordance
with its terms, subject, as to enforcement, to bankruptcy, insolvency,
reorganization and other laws of general applicability relating to or affecting
creditors' rights and to general equity principles; and the Indenture conforms,
and the Designated Shares will conform, to the descriptions thereof contained in
the Prospectus as amended or supplemented with respect to such Designated
Shares;

         (h) The issue and sale of the Shares and the Depositary Shares and the
compliance by the Company with all of the provisions of the Shares, this
Agreement, any Pricing Agreement, each Overallotment Option and the Deposit
Agreement, if any, and the consummation of the transactions herein and therein
contemplated will not conflict with or result in a breach or violation of any of
the terms or provisions of, or constitute a default under, any indenture,
mortgage, deed of trust, loan agreement or other agreement or instrument to
which the Company or any of its subsidiaries is a party or by which the Company
or any of its subsidiaries is bound or to which any of the property or assets of
the Company or any of its subsidiaries is subject, nor will such action result
in any violation of the provisions of the Restated Articles of Incorporation, as
amended, or the By-laws, as amended, of the Company or any statute or any order,
rule or regulation of any court or governmental agency or body having
jurisdiction over the Company or any of its subsidiaries or any of their
properties; and no consent, approval, authorization, order, registration or
qualification of or with any such court or governmental agency or body is
required for the issue and sale of the Shares or the


                                      -8-



consummation by the Company of the transactions contemplated by this Agreement
or any Pricing Agreement or any Overallotment Option, or the Deposit Agreement,
except such as have been, or will have been prior to the Time of Delivery,
obtained under the Act with respect to the Shares and the shares of Stock
issuable upon conversion of Shares, and such consents, approvals,
authorizations, registrations or qualifications as may be required under state
securities or Blue Sky laws in connection with the purchase and distribution of
the Shares by the Underwriters;

         (i) Neither the Company nor any of its subsidiaries is in violation of
its organizational documents or in default in the performance or observance of
any material obligation, agreement, covenant or condition contained in any
indenture, mortgage, deed of trust, loan agreement, lease or other agreement or
instrument to which it is a party or by which it or any of its properties is or
may be bound;

         (j) The statements set forth in the Prospectus under the captions
"Description of Preferred Stock We May Offer" and the "Description of Depositary
Shares We May Offer", insofar as they purport to constitute a summary of the
terms of the Shares therein described, and, subject to the limitations set forth
therein, under the caption "United States Taxation", and under the captions
"Plan of Distribution" and "Underwriting" insofar as they purport to describe
the provisions of the laws and documents referred to therein, are accurate,
complete and fair;

         (k) Other than as set forth in the Prospectus, and other than
litigation (none of which is reasonably likely to be material) incidental to the
kinds of business conducted by the Company and its subsidiaries, there are no
legal or governmental proceedings pending to which the Company or any of its
subsidiaries is a party, or of which any property of the Company or any of its
subsidiaries is the subject, which, if determined adversely to the Company or
any of its subsidiaries, would individually or in the aggregate (after giving
effect to any applicable insurance, reinsurance or reserves therefor) have a
material adverse effect on the current or future consolidated financial
position, shareholders' equity or results of operations of the Company and its
subsidiaries, taken as a whole; and, to the best of the Company's knowledge, no
such proceedings are threatened or contemplated by governmental authorities or
threatened by others;


                                      -9-



         (l) The Company is not and, after giving effect to each offering and
sale of the Shares will not be, an "investment company" or an entity
"controlled" by an "investment company", as such terms are defined in the
Investment Company Act of 1940, as amended (the "Investment Company Act");

         (m) Immediately after any sale of Shares by the Company hereunder or
under any Pricing Agreement, the aggregate amount of Shares which shall have
been issued and sold by the Company hereunder or under any Pricing Agreement and
of any debt securities of the Company (other than such securities) that shall
have been issued and sold pursuant to the registration statement will not exceed
the amount of debt securities registered under the registration statement; and

         (n) (A) KPMG LLP, who have certified certain financial statements of
the Company and its subsidiaries, are independent public accountants as required
by the Act and the rules and regulations of the Commission thereunder; and (B)
Ernst & Young LLP, who have certified certain financial statements of former
USF&G Corporation and its subsidiaries, are independent public accountants as
required by the Act and the rules and regulations of the Commission thereunder.

         3. Upon the execution of the Pricing Agreement applicable to any
Designated Shares and authorization by the Representatives of the release of
Firm Shares, the several Underwriters propose to offer the Firm Shares for sale
upon the terms and conditions set forth in the Prospectus as amended or
supplemented. The Company may specify in the Pricing Agreement applicable to any
Designated Shares that the Company thereby grants to the Underwriters the right
(an "Overallotment Option") to purchase at their election up to the number of
Optional Shares set forth in such Pricing Agreement, on the terms set forth in
the paragraph above, for the sole purpose of covering over-allotments in the
sale of the Firm Shares. Any such election to purchase Optional Shares may be
exercised by written notice from the Representatives to the Company, given
within a period specified in the Pricing


                                      -10-



Agreement, setting forth the aggregate number of Optional Shares to be purchased
and the date on which such Optional Shares are to be delivered, as determined by
the Representatives but in no event earlier than the First Time of Delivery (as
defined in Section 4 hereof) or, unless the Representatives and the Company
otherwise agree in writing, earlier than or later than the respective number of
business days after the date of such notice set forth in such Pricing Agreement.
The number of Optional Shares to be added to the number of Firm Shares to be
purchased by each Underwriter as set forth in Schedule I to the Pricing
Agreement applicable to such Designated Shares shall be, in each case, the
number of Optional Shares which the Company has been advised by the
Representatives have been attributed to such Underwriter; provided that, if the
Company has not been so advised, the number of Optional Shares to be so added
shall be, in each case, that proportion of Optional Shares which the number of
Firm Shares to be purchased by such Underwriter under such Pricing Agreement
bears to the aggregate number of Firm Shares (rounded as the Representatives may
determine to the nearest 100 shares). The total number of Designated Shares to
be purchased by all the Underwriters pursuant to such Pricing Agreement shall be
the aggregate number of Firm Shares set forth in Schedule I to such Pricing
Agreement plus the aggregate number of Optional Shares which the Underwriters
elect to purchase.

         4. The Firm Shares and the Optional Shares to be purchased by each
Underwriter pursuant to the Pricing Agreement relating thereto, in definitive
form to the extent practicable, and in such authorized denominations and
registered in such names as the Representatives may request upon at least
forty-eight hours' prior notice to the Company, shall be delivered by or on
behalf of the Company to the Representatives for the account of such
Underwriter, against payment by such Underwriter or on its behalf of the
purchase price therefor by wire transfer of Federal (same-day) funds to the
account specified by the Company to the Representatives at least forty-eight
hours in advance; (i) with respect to Firm Shares, all in the manner and at the
place and time and date specified in such Pricing Agreement or at such other
place and time and date as the Representatives and the Company may agree upon in
writing, such time and date being herein called the "First Time of Delivery" and
(ii) with respect to the


                                      -11-




Optional Shares, if any, in the manner and at the time and date as the
Representatives in the written notice given by the Representatives of the
Underwriters' election to purchase such Optional Shares, or at such other time
and date as the Representatives and the Company may agree upon in writing, such
time and date, if not the First Time of Delivery, herein called the "Second Time
of Delivery". Each such time and date for delivery is herein called a "Time of
Delivery".

         5. The Company agrees with each of the Underwriters of any Designated
Shares:

         (a) To prepare the Prospectus as amended or supplemented in relation to
the applicable Designated Shares in a form approved by the Representatives and
to file such Prospectus pursuant to Rule 424(b) under the Act not later than the
Commission's close of business on the second business day following the
execution and delivery of the Pricing Agreement relating to the applicable
Designated Shares or, if applicable, such earlier time as may be required by
Rule 424(b); to make no further amendment or any supplement to the Registration
Statement or Prospectus as amended or supplemented after the date of the Pricing
Agreement relating to such Shares and prior to the Time of Delivery for such
Shares which shall be disapproved by the Representatives for such Shares
promptly after reasonable notice thereof; to advise the Representatives promptly
of any such amendment or supplement after such Time of Delivery and furnish the
Representatives with copies thereof; to file promptly all reports and any
definitive proxy or information statements required to be filed by the Company
with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act for so long as the delivery of a prospectus is required in
connection with the offering or sale of such Shares, and during such same period
to advise the Representatives, promptly after it receives notice thereof, of the
time when any amendment to the Registration Statement has been filed or becomes
effective or any supplement to the Prospectus or any amended Prospectus has been
filed with the Commission, of the issuance by the Commission of any stop order
or of any order preventing or suspending the use of any prospectus relating to
the Shares, of the suspension of the qualification of such Shares or the shares
of Stock, if any, issuable upon conversion of the Shares, for offering


                                      -12-



or sale in any jurisdiction, of the initiation or threatening of any proceeding
for any such purpose, or of any request by the Commission for the amending or
supplementing of the Registration Statement or Prospectus or for additional
information; and, in the event of the issuance of any such stop order or of any
such order preventing or suspending the use of any prospectus relating to the
Shares or suspending any such qualification, to promptly use its best efforts to
obtain the withdrawal of such order;

         (b) Promptly from time to time to take such action as the
Representatives may reasonably request to qualify such Shares or the shares of
Stock, if any, issuable upon conversion of the Shares, for offering and sale
under the securities laws of such jurisdictions as the Representatives may
request and to comply with such laws so as to permit the continuance of sales
and dealings therein in such jurisdictions for as long as may be necessary to
complete the distribution of such Shares, provided that in connection therewith
the Company shall not be required to qualify as a foreign corporation or to file
a general consent to service of process in any jurisdiction;

         (c) To furnish the Representatives with copies of the Prospectus as
amended or supplemented in such quantities as the Representatives may from time
to time reasonably request, and, if the delivery of a prospectus is required at
any time in connection with the offering or sale of the Shares or the shares of
Stock, if any, issuable upon conversion of the Shares, and if at such time any
event shall have occurred as a result of which the Prospectus as then amended or
supplemented would include an untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made when such Prospectus
is delivered, not misleading, or, if for any other reason it shall be necessary
during such same period to amend or supplement the Prospectus or to file under
the Exchange Act any document incorporated by reference in the Prospectus in
order to comply with the Act, the Exchange Act or the Trust Indenture Act, to
notify the Representatives and upon their request to file such document and to
prepare and furnish without charge to each Underwriter and to any dealer in
securities as many copies as the Representatives may from


                                      -13-



time to time reasonably request of an amended Prospectus or a supplement to the
Prospectus which will correct such statement or omission or effect such
compliance;

         (d) To make generally available to its security holders as soon as
practicable, but in any event not later than eighteen months after the effective
date of the Registration Statement (as defined in Rule 158(c) under the Act), an
earnings statement of the Company and its subsidiaries (which need not be
audited) complying with Section 11(a) of the Act and the rules and regulations
of the Commission thereunder (including at the option of the Company Rule 158);

         (e) During the period beginning from the date of the Pricing Agreement
for such Designated Shares and continuing to and including the earlier of (i)
the termination of trading restrictions for such Designated Shares, as notified
to the Company by the Representatives and (ii) the Time of Delivery for such
Designated Shares, not to offer, sell, contract to sell or otherwise dispose of
any securities of the Company [that are substantially similar to the Designated
Shares, including but not limited to any securities that are convertible into
exchangeable for, or that represent the right to receive Stock or any such
substantially similar securities,] without the prior written consent of the
Representatives; and

         (f) If the Company elects to rely upon Rule 462(b), the Company shall
file a Rule 462(b) Registration Statement with the Commission in compliance with
Rule 462(b) by 10:00 P.M., Washington, D.C. time, on the date of this Agreement,
and the Company shall at the time of filing either pay to the Commission the
filing fee for the Rule 462(b) Registration Statement or give irrevocable
instructions for the payment of such fee pursuant to Rule 111(b) under the Act.

         6. The Company covenants and agrees with the several Underwriters that
the Company will pay or cause to be paid the following: (i) the fees,
disbursements and expenses of the Company's counsel and accountants in
connection with the registration of the Shares or the shares of Stock, if any,
issuable upon conversion of the Shares, under the Act and all other expenses in
connection with the preparation, printing and filing of the


                                      -14-



Registration Statement, any Preliminary Prospectus and the Prospectus and
amendments and supplements thereto and the mailing and delivering of copies
thereof to the Underwriters and dealers; (ii) the cost of printing or producing
any Agreement among Underwriters, this Agreement, any Pricing Agreement, any
Indenture, the Deposit Agreement, any Blue Sky and Legal Investment Memoranda,
closing documents (including compilations thereof) and any other documents in
connection with the offering, purchase, sale and delivery of the Shares; (iii)
all expenses in connection with the qualification of the Shares or the shares of
Stock issuable upon conversion of the Shares, for offering and sale under state
securities laws as provided in Section 5(b) hereof, including the fees and
disbursements of counsel for the Underwriters in connection with such
qualification and in connection with the Blue Sky and Legal Investment Surveys;
(iv) any fees charged by securities rating services for rating the Shares; (v)
any filing fees incident to, and the fees and disbursements of counsel for the
Underwriters in connection with, any required review by the National Association
of Securities Dealers, Inc. of the terms of the sale of the Shares; (vi) the
cost of preparing the Shares; (vii) the fees and expenses of any Trustee and any
agent of any Trustee and the fees and disbursements of counsel for any Trustee
in connection with listing the Shares and the Stock; (viii) [the cost of
preparing certificates for the Shares; and (ix) the cost and charges of any
transfer agent or registrar or dividend disbursing agent and] (x) all other
costs and expenses incident to the performance of its obligations hereunder
which are not otherwise specifically provided for in this Section. It is
understood, however, that, except as provided in this Section, and Sections 8
and 11 hereof, the Underwriters will pay all of their own costs and expenses,
including the fees of their counsel, transfer taxes on resale of any of the
Shares by them, and any advertising expenses connected with any offers they may
make.

         7. The obligations of the Underwriters of any Designated Shares under
the Pricing Agreement relating to such Designated Shares shall be subject, in
the discretion of the Representatives, to the condition that all representations
and warranties and other statements of the Company in or incorporated by
reference in the Pricing Agreement relating to such Designated Shares are, at
and as


                                      -15-




of the Time of Delivery for such Designated Shares, true and correct, the
condition that the Company shall have performed all of its obligations hereunder
theretofore to be performed, and the following additional conditions:

         (a) The Prospectus as amended or supplemented in relation to the
applicable Designated Shares shall have been filed with the Commission pursuant
to Rule 424(b) within the applicable time period prescribed for such filing by
the rules and regulations under the Act and in accordance with Section 5(a)
hereof; if the Company has elected to rely upon Rule 462(b), the Rule 462(b)
Registration Statement shall have become effective by 10:00 P.M., Washington,
D.C. time, on the date of this Agreement; no stop order suspending the
effectiveness of the Registration Statement or any part thereof shall have been
issued and no proceeding for that purpose shall have been initiated or
threatened by the Commission; and all requests for additional information on the
part of the Commission shall have been complied with to the Representatives'
reasonable satisfaction;

         (b) Sullivan & Cromwell shall have furnished to the Representatives
such written opinion or opinions, dated the Time of Delivery for such Designated
Shares, with respect to the incorporation of the Company, the validity of the
Designated Shares being delivered at such Time of Delivery, the Registration
Statement, the Prospectus as amended or supplemented and other related matters
as the Representatives may reasonably request, and such counsel shall have
received such papers and information as they may reasonably request to enable
them to pass upon such matters;

         (c) Bruce A. Backberg, Esq., Senior Vice President for the Company, or
other counsel for the Company acceptable to the Representatives, shall have
furnished to the Representatives his written opinion, dated the Time of Delivery
for such Designated Shares, in form and substance satisfactory to the
Representatives, to the effect that:

                  (i) The Company has been duly incorporated and is validly
         existing as a corporation in good standing under the laws of the State
         of Minnesota, with corporate power and authority to own its properties
         and conduct its business as described in the Prospectus as amended or
         supplemented;


                                      -16-



                  (ii) The Company has an authorized share capital as set forth
         in the Prospectus as amended or supplemented and all of the issued
         shares of capital stock of the Company have been duly authorized and
         validly issued and are fully paid and non-assessable;

                  (iii) The Company has been duly qualified as a foreign
         corporation for the transaction of business and is in good standing
         under the laws of each jurisdiction in which, in such counsel's
         opinion, the Company is required to be so qualified or if the Company
         is not so qualified in any such state or jurisdiction, the failure to
         so qualify would not, considering all cases in the aggregate, involve a
         material risk to the business, properties, financial position or
         results of operation of the Company and its subsidiaries, taken as a
         whole;

                  (iv) Each of the Principal Subsidiaries has been duly
         incorporated and is validly existing as a corporation in good standing
         under the laws of its jurisdiction of incorporation; all of the issued
         shares of capital stock of each of St. Paul Fire and Marine Insurance
         Company, United States Fidelity and Guaranty Company and approximately
         78% of the issued shares of the capital stock of The John Nuveen
         Company have been duly authorized and validly issued, are fully paid
         and non-assessable, and (except as disclosed in the Registration
         Statement) are owned directly or indirectly by the Company, free and
         clear of all liens, encumbrances, equities or claims (such counsel
         being entitled to rely in respect of the opinion in this clause upon
         opinions of local counsel and in respect of matters of fact upon
         certificates of officers of the Company or the Principal Subsidiaries,
         provided that such counsel shall state that he believes that both the
         Representatives and he are justified in relying upon such opinions and
         certificates);


                                      -17-



                  (v) To such counsel's knowledge, there are no legal or
         governmental proceedings pending to which the Company or any of its
         subsidiaries is a party or of which any property of the Company or any
         of its subsidiaries is the subject, other than as set forth in the
         Prospectus and other than litigation or proceedings (none of which is
         reasonably likely to be material) incident to the kinds of business
         conducted by the Company and its subsidiaries, which, if determined
         adversely to the Company or any of its subsidiaries, would individually
         or in the aggregate (after giving effect to any applicable insurance,
         reinsurance or reserves therefor) have a material adverse effect on the
         consolidated financial position, shareholders' equity or results of
         operations of the Company and its subsidiaries, taken as a whole; and,
         to the best of such counsel's knowledge, no such proceedings are
         threatened or contemplated by governmental authorities or threatened by
         others;

                  (vi) This Agreement and the Pricing Agreement with respect to
         the Designated Shares have been duly authorized, executed and delivered
         by the Company;

                  (vii) The issue and sale of the Designated Shares being
         delivered at such Time of Delivery, the compliance by the Company with
         all of the provisions of the Designated Shares, this Agreement, the
         Deposit Agreement and the Pricing Agreement with respect to the
         Designated Shares and the consummation of the transactions herein and
         therein contemplated will not conflict with or result in a breach or
         violation of any of the terms or provisions of, or constitute a default
         under, or result in the creation or imposition of any lien, charge or
         encumbrance upon any of the property or assets of the Company or any of
         its subsidiaries pursuant to the terms of, any indenture, mortgage,
         deed of trust, loan agreement or other agreement or instrument known to
         such counsel to which the Company or any of its subsidiaries is a party
         or by which the Company or any of its subsidiaries is bound or to


                                      -18-



         which any of the property or assets of the Company or any of its
         subsidiaries is subject, nor will such actions result in any violation
         of the provisions of the Restated Articles of Incorporation, as
         amended, or By-laws, as amended, of the Company or any statute or any
         order, rule or regulation known to such counsel of any court or
         governmental agency or body having jurisdiction over the Company or any
         of its subsidiaries or any of their properties;

                  (viii) No consent, approval, authorization, order,
         registration or qualification of or with any such court or governmental
         agency or body is required for the issue and sale of the Designated
         Shares being delivered at such Time of Delivery or the consummation by
         the Company of the transactions contemplated by this Agreement, the
         Deposit Agreement or any applicable Pricing Agreement, except such as
         have been obtained under the Act and such consents, approvals,
         authorizations, registrations or qualifications as may be required
         under state securities or Blue Sky laws in connection with the purchase
         and distribution of the Designated Shares or the shares of Stock
         issuable upon conversion of the Shares by the Underwriters;

                  (ix) Neither the Company nor any of its subsidiaries is in
         violation of its organizational documents or in default in the
         performance or observance of any obligation, agreement, covenant or
         condition contained in any material indenture, mortgage, deed of trust,
         loan agreement, lease or other agreement or instrument to which it is a
         party or by which it or any of its properties is or may be bound,
         except where any such default does not have or would not reasonably be
         expected to have a material adverse effect on the Company and its
         subsidiaries taken as a whole;

                  (x) The statements set forth in the Prospectus under the
         captions "Description of Preferred Stock We May Offer" and the
         "Description of Depositary Shares We May Offer", insofar as they
         purport to constitute a summary of the terms of the Shares therein
         described, and, subject to the limitations set forth therein, under the
         caption "United States Taxation", and under the captions "Plan of
         Distribution" and "Underwriting" insofar as they purport to describe
         the provisions of the laws and documents referred to therein, are
         accurate, complete and fair;

                  (xi) The Company is not and, after giving effect to each
         offering and sale of the Designated Shares will not be, an "investment
         company" or an entity "controlled" by an "investment company", as such
         terms are defined in the Investment Company Act;


                                      -19-




                  (xii) The documents incorporated by reference in the
         Prospectus as amended or supplemented (other than the financial
         statements and related schedules therein, as to which such counsel need
         express no opinion), when they became effective or were filed with the
         Commission, as the case may be, complied as to form in all material
         respects with the requirements of the Act or the Exchange Act, as
         applicable, and the rules and regulations of the Commission thereunder;
         and such counsel has no reason to believe that any of such documents,
         when they became effective or were so filed, as the case may be,
         contained, in the case of the registration statement which became
         effective under the Act, an untrue statement of a material fact or
         omitted to state a material fact required to be stated therein or
         necessary to make the statements therein not misleading, or, in the
         case of other documents which were filed under the Act or the Exchange
         Act with the Commission, an untrue statement of a material fact or
         omitted to state a material fact necessary in order to make the
         statements therein, in the light of the circumstances under which they
         were made when such documents were so filed, not misleading; and

                  (xiii) The Registration Statement and the Prospectus as
         amended or supplemented and any further amendments and supplements
         thereto made by the Company prior to the date of such opinion for the
         Designated Shares (other than the financial statements and related
         schedules therein, as to which such counsel need express no opinion)
         comply as to form in all material respects with the requirements of the
         Act and the rules and regulations thereunder; such counsel has no
         reason to believe that, as of its effective date, the Registration
         Statement or any further amendment thereto made by the Company prior to
         the date of such opinion (other than the financial statements and
         related schedules therein, as to which such counsel need express no
         opinion) contained an untrue statement of a material fact or omitted to
         state a material fact required to be stated therein or necessary to
         make the statements therein not misleading or that, as of its date, the
         Prospectus as amended or supplemented or any further amendment or
         supplement thereto made by the Company prior to the date of such
         opinion (other than the financial statements and related schedules
         therein, as to which such counsel need express no


                                      -20-



         opinion) contained an untrue statement of a material fact or omitted to
         state a material fact necessary to make the statements therein, in
         light of the circumstances in which they were made, not misleading or
         that, as of the date of such opinion, either the Registration Statement
         or the Prospectus as amended or supplemented or any further amendment
         or supplement thereto made by the Company prior to the date of such
         opinion (other than the financial statements and related schedules
         therein, as to which such counsel need express no opinion) contains an
         untrue statement of a material fact or omits to state a material fact
         necessary to make the statements therein, in light of the circumstances
         in which they were made, not misleading; and such counsel does not know
         of any amendment to the Registration Statement required to be filed or
         any contracts or other documents of a character required to be filed as
         an exhibit to the Registration Statement or required to be incorporated
         by reference into the Prospectus as amended or supplemented or required
         to be described in the Registration Statement or the Prospectus as
         amended or supplemented which are not filed or incorporated by
         reference or described as required;

         provided that in lieu of the delivery of the opinion set forth in
         paragraph (iv) of this Section 7(c) as to The John Nuveen Company, such
         counsel may cause Alan G. Berkshire, Vice President and General Counsel
         to The John Nuveen Company, to deliver an opinion as to such matters,
         dated the Time of Delivery for such Designated Shares.



                                      -21-




         (d) On the date of the Pricing Agreement for such Designated Shares and
at the Time of Delivery for such Designated Shares, the independent accountants
of the Company who have certified the financial statements of the Company and
its subsidiaries included or incorporated by reference in the Registration
Statement shall have furnished to the Representatives a letter, dated the
effective date of the Registration Statement or the date of the most recent
report filed with the Commission containing financial statements and
incorporated by reference in the Registration Statement, if the date of such
report is later than such effective date, and a letter dated such Time of
Delivery, respectively and, with respect to such letter dated such Time of
Delivery, as to such other matters as the Representatives may reasonably request
and in form and substance satisfactory to the Representatives;

         (e) (i) Neither the Company nor any of its Principal Subsidiaries shall
have sustained since the date of the latest audited financial statements
included or incorporated by reference in the Prospectus as amended prior to the
date of the Pricing Agreement relating to the Designated Shares any loss or
interference with its business from fire, explosion, flood or other calamity,
whether or not covered by insurance, or from any labor dispute or court or
governmental action, order or decree, otherwise than as set forth or
contemplated in the Prospectus as amended prior to the date of the Pricing
Agreement relating to the Designated Shares, and (ii) since the respective dates
as of which information is given in the Prospectus as amended prior to the date
of the Pricing Agreement relating to the Designated Shares there shall not have
been any change in the capital stock or long-term debt of the Company and its
subsidiaries taken as a whole (other than any decrease in the capital stock
resulting from purchases under the Company's Stock Repurchase Program and any
increase in the capital stock resulting from the exercise of stock options or
the issuance of restricted shares under the Company's stock incentive and
employee compensation plans, or the conversion of Series B Convertible Preferred
Stock) or any change, or any development involving a prospective change, in or
affecting the general affairs, management, financial position, shareholders'
equity or results of operations of the Company and its subsidiaries taken as a
whole, otherwise than as set forth or contemplated in the Prospectus as


                                      -22-




amended or supplemented prior to the date of the Pricing Agreement relative to
the Designated Shares, the effect of which, in any such case described in clause
(i) or (ii), is in the judgment of the Representatives so material and adverse
as to make it impracticable or inadvisable to proceed with the public offering
or the delivery of the Designated Shares on the terms and in the manner
contemplated in the Prospectus as first amended relating to the Designated
Shares;

         (f) On or after the date of the Pricing Agreement relating to the
Designated Shares (i) no downgrading shall have occurred in the rating accorded
the Company's debt securities or the Company's financial strength or claims
paying ability by any "nationally recognized statistical rating organization,"
as that term is defined by the Commission for purposes of Rule 436(g)(2) under
the Act and (ii) other than as disclosed in the Prospectus as amended or
supplemented, no such organization shall have publicly announced or otherwise
given notice to the Company that it has under surveillance, review or watch,
with possible negative implications, its rating of any of the Company's debt
securities or the Company's financial strength or claims paying ability, or of
any review for a possible change therein that does not indicate the direction of
the possible change;

         (g) On or after the date of the Pricing Agreement relating to the
Designated Shares there shall not have occurred any of the following: (i) a
suspension or material limitation in trading in securities generally on the New
York Stock Exchange; (ii) a suspension or material limitation in trading the
Company's securities on the New York Stock Exchange; (iii) a general moratorium
on commercial banking activities in New York declared by either Federal or New
York State authorities or a material disruption in the commercial banking or
securities settlement or clearance services in the United States; or (iv) the
outbreak or escalation of hostilities involving the United States or the
declaration by the United States of a national emergency or war or the
occurrence of any other calamity or crisis or change in financial, political or
economic conditions in the United States or elsewhere if the effect of any such
event specified in this clause (iv) in the judgment of the Representatives makes
it impracticable or inadvisable to proceed with the public


                                      -23-




offering or the delivery of the Designated Shares on the terms and in the manner
contemplated in the Prospectus as first amended or supplemented relating to the
Designated Shares;

         (h) [The Shares at each Time of Delivery shall have been duly listed,
subject to notice of issuance, on the [New York] Stock Exchange; and]

         (i) The Company shall have furnished or caused to be furnished to the
Representatives at the Time of Delivery for the Designated Shares a certificate
or certificates of officers of the Company satisfactory to the Representatives
as to the accuracy of the representations and warranties of the Company herein
at and as of such Time of Delivery, as to the performance by the Company of all
of its obligations hereunder to be performed at or prior to such Time of
Delivery, as to the matters set forth in subsections (a) and (f) of this Section
and as to such other matters as the Representatives may reasonably request.

         8. (a) The Company will indemnify and hold harmless each Underwriter
against any losses, claims, damages or liabilities, joint or several, to which
such Underwriter may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in any Preliminary Prospectus, any preliminary
prospectus supplement, the Registration Statement, the Prospectus as amended or
supplemented and any other prospectus relating to the Shares, or any amendment
or supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and will reimburse each
Underwriter for any legal or other expenses reasonably incurred by such
Underwriter in connection with investigating or defending any such action or
claim as such expenses are incurred; provided, however, that the Company shall
not be liable in any such case to the extent that any such loss, claim, damage
or liability arises out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission made in any Preliminary
Prospectus, any preliminary


                                      -24-




prospectus supplement, the Registration Statement, the Prospectus as amended or
supplemented and any other prospectus relating to the Shares, or any such
amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by any Underwriter of Designated Shares
through the Representatives expressly for use in the Prospectus as amended or
supplemented relating to such Shares; and provided, further, that the Company
shall not be liable to any Underwriter under the indemnity agreement in this
subsection (a) with respect to any Preliminary Prospectus to the extent that any
such loss, claim, damage or liability of such Underwriter results from the fact
such Underwriter sold Shares to a person to whom there was not sent or given, at
or prior to the written confirmation of such sale, a copy of the Prospectus
(excluding documents incorporated by reference) or of the Prospectus as then
amended or supplemented (excluding documents incorporated by reference) in any
case where such delivery is required by the Act if the Company has previously
furnished copies thereof to such Underwriter and the loss, claim, damage or
liability of such Underwriter results from an untrue statement or omission of a
material fact contained in the Preliminary Prospectus which was corrected in the
Prospectus (or the Prospectus as amended or supplemented).

         (b) Each Underwriter will indemnify and hold harmless the Company
against any losses, claims, damages or liabilities to which the Company may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact
contained in any Preliminary Prospectus, any preliminary prospectus supplement,
the Registration Statement, the Prospectus as amended or supplemented and any
other prospectus relating to the Shares, or any amendment or supplement thereto,
or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or omission or
alleged omission was made in any Preliminary Prospectus, any preliminary
prospectus supplement, the Registration Statement, the Prospectus as amended or
supplemented and any other prospectus relating


                                      -25-



to the Shares, or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by such Underwriter
through the Representatives expressly for use therein; and will reimburse the
Company for any legal or other expenses reasonably incurred by the Company in
connection with investigating or defending any such action or claim as such
expenses are incurred.

         (c) Promptly after receipt by an indemnified party under subsection (a)
or (b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party shall
not relieve it from any liability which it may have to any indemnified party
otherwise than under such subsection. In case any such action shall be brought
against any indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
therein and, to the extent that it shall wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnifying party), and,
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party shall not be
liable to such indemnified party under such subsection for any legal expenses of
other counsel or any other expenses, in each case subsequently incurred by such
indemnified party, in connection with the defense thereof other than reasonable
costs of investigation. No indemnifying party shall, without the written consent
of the indemnified party, effect the settlement or compromise of, or consent to
the entry of any judgment with respect to, any pending or threatened action or
claim in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified party is an actual or potential party
to such action or claim) unless such settlement, compromise or judgment (i)
includes an unconditional release of the indemnified party from all liability
arising out of such action or claim and (ii) does not include a statement as to,
or an admission of, fault, culpability or a failure to act, by or on behalf of
any indemnified party.



                                      -26-




         (d) If the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and the Underwriters
of the Designated Shares on the other from the offering of the Designated Shares
to which such loss, claim, damage or liability (or action in respect thereof)
relates. If, however, the allocation provided by the immediately preceding
sentence is not permitted by applicable law or if the indemnified party failed
to give the notice required under subsection (c) above, then each indemnifying
party shall contribute to such amount paid or payable by such indemnified party
in such proportion as is appropriate to reflect not only such relative benefits
but also the relative fault of the Company on the one hand and the Underwriters
of the Designated Shares on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities (or
actions in respect thereof), as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and such Underwriters on the other shall be deemed to be in the same proportion
as the total net proceeds from such offering (before deducting expenses)
received by the Company bear to the total underwriting discounts and commissions
received by such Underwriters. The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company on the one hand or such
Underwriters on the other and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Company and the Underwriters agree that it would not be just and equitable
if contribution pursuant to this subsection (d) were determined by pro rata
allocation (even if the Underwriters


                                      -27-



were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred
to above in this subsection (d). The amount paid or payable by an indemnified
party as a result of the losses, claims, damages or liabilities (or actions in
respect thereof) referred to above in this subsection (d) shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this subsection (d), no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the applicable Designated Shares underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages which such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The obligations of the Underwriters
of Designated Shares in this subsection (d) to contribute are several in
proportion to their respective underwriting obligations with respect to such
Shares and not joint.

         (e) The obligations of the Company under this Section 8 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any
Underwriter within the meaning of the Act; and the obligations of the
Underwriters under this Section 8 shall be in addition to any liability which
the respective Underwriters may otherwise have and shall extend, upon the same
terms and conditions, to each officer and director of the Company and to each
person, if any, who controls the Company within the meaning of the Act.

         9. (a) If any Underwriter shall default in its obligation to purchase
the Firm Shares or Optional Shares which it has agreed to purchase under the
Pricing Agreement relating to such Designated Shares, the Representatives may in
their discretion arrange for themselves or another party or other parties to
purchase such Firm Shares or Optional Shares, as the case may be, on the terms
contained herein. If within thirty-six hours after such default by any



                                      -28-



Underwriter the Representatives do not arrange for the purchase of such
Designated Shares, then the Company shall be entitled to a further period of
thirty-six hours within which to procure another party or other parties
satisfactory to the Representatives to purchase such Designated Shares on such
terms. In the event that, within the respective prescribed period, the
Representatives notify the Company that they have so arranged for the purchase
of such Designated Shares, or the Company notifies the Representatives that it
has so arranged for the purchase of such Designated Shares, the Representatives
or the Company shall have the right to postpone the Time of Delivery for such
Designated Shares for a period of not more than seven days, in order to effect
whatever changes may thereby be made necessary in the Registration Statement or
the Prospectus as amended or supplemented, or in any other documents or
arrangements, and the Company agrees to file promptly any amendments or
supplements to the Registration Statement or the Prospectus which in the opinion
of the Representatives may thereby be made necessary. The term "Underwriter" as
used in this Agreement shall include any person substituted under this Section
with like effect as if such person had originally been a party to the Pricing
Agreement with respect to such Designated Shares.

         (b) If, after giving effect to any arrangements for the purchase of the
Firm Shares or Optional Shares, as the case may be, of a defaulting Underwriter
or Underwriters by the Representatives and the Company as provided in subsection
(a) above, the aggregate principal amount of such Designated Shares which
remains unpurchased does not exceed one-tenth of the aggregate principal amount
of the Designated Shares, then the Company shall have the right to require each
non-defaulting Underwriter to purchase the principal amount of Designated Shares
which such Underwriter agreed to purchase under the Pricing Agreement relating
to such Designated Shares and, in addition, to require each non-defaulting
Underwriter to purchase its pro rata share (based on the principal amount of
Designated Shares which such Underwriter agreed to purchase under such Pricing
Agreement) of the Designated Shares of such defaulting Underwriter or
Underwriters for which such arrangements have not been made; but nothing herein
shall relieve a defaulting Underwriter from liability for its default.


                                      -29-




         (c) If, after giving effect to any arrangements for the purchase of
Firm Shares or Optional Shares, as the case may be, of a defaulting Underwriter
or Underwriters by the Representatives and the Company as provided in subsection
(a) above, the aggregate principal amount of such Designated Shares which
remains unpurchased exceeds one-tenth of the aggregate principal amount of the
Designated Shares, as referred to in subsection (b) above, or if the Company
shall not exercise the right described in subsection (b) above to require
non-defaulting Underwriters to purchase Designated Shares of a defaulting
Underwriter or Underwriters, then the Pricing Agreement relating to such
Designated Shares shall thereupon terminate, without liability on the part of
any non-defaulting Underwriter or the Company, except for the expenses to be
borne by the Company and the Underwriters as provided in Section 6 hereof and
the indemnity and contribution agreements in Section 8 hereof; but nothing
herein shall relieve a defaulting Underwriter from liability for its default.

         10. The respective indemnities, agreements, representations, warranties
and other statements of the Company and the several Underwriters, as set forth
in this Agreement or made by or on behalf of them, respectively, pursuant to
this Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Underwriter or any controlling person of any Underwriter, or the Company,
or any officer or director or controlling person of the Company, and shall
survive delivery of and payment for the Shares.

         11. If any Pricing Agreement shall be terminated pursuant to Section 9
hereof, the Company shall not then be under any liability to any Underwriter
with respect to the Firm Shares or Optional Shares covered by such Pricing
Agreement except as provided in Section 6 and Section 8 hereof; but, if for any
other reason such Designated Shares are not delivered by or on behalf of the
Company as provided herein, the Company will reimburse the Underwriters through
the Representatives for all out-of-pocket expenses approved in writing by the
Representatives, including fees and disbursements of counsel, reasonably
incurred by the Underwriters in making preparations for the purchase, sale and
delivery of such Designated Shares, but the Company shall then be under no
further liability to any Underwriter with respect to such Designated Shares
except as provided in Section 6 and Section 8 hereof.


                                      -30-




         12. In all dealings hereunder, the Representatives of the Underwriters
of Designated Shares shall act on behalf of each of such Underwriters, and the
parties hereto shall be entitled to act and rely upon any statement, request,
notice or agreement on behalf of any Underwriter made or given by such
Representatives jointly or by such of the Representatives, if any, as may be
designated for such purpose in the Pricing Agreement.

         All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to the address of the Representatives as set forth in the
Pricing Agreement; and if to the Company shall be delivered or sent by mail,
telex or facsimile transmission to the address of the Company set forth in the
Registration Statement: Attention: Bruce A. Backberg, Esq., Senior Vice
President; provided, however, that any notice to an Underwriter pursuant to
Section 8(c) hereof shall be delivered or sent by mail, telex or facsimile
transmission to such Underwriter at its address set forth in its Underwriters'
Questionnaire, or telex constituting such Questionnaire, which address will be
supplied to the Company by the Representatives upon request. Any such
statements, requests, notices or agreements shall take effect upon receipt
thereof.

         13. This Agreement and each Pricing Agreement shall be binding upon,
and inure solely to the benefit of, the Underwriters, the Company and, to the
extent provided in Section 8 and Section 10 hereof, the officers and directors
of the Company and each person who controls the Company or any Underwriter, and
their respective heirs, executors, administrators, successors and assigns, and
no other person shall acquire or have any right under or by virtue of this
Agreement or any such Pricing Agreement. No purchaser of any of the Shares from
any Underwriter shall be deemed a successor or assign by reason merely of such
purchase.

         14. Time shall be of the essence of each Pricing Agreement. As used
herein, "business day" shall mean any day when the Commission's office in
Washington, D.C. is open for business.


                                      -31-



         15. This Agreement and each Pricing Agreement shall be governed by and
construed in accordance with the laws of the State of New York.

         16. This Agreement and each Pricing Agreement may be executed by any
one or more of the parties hereto and thereto in any number of counterparts,
each of which shall be deemed to be an original, but all such respective
counterparts shall together constitute one and the same instrument.

         If the foregoing is in accordance with your understanding, please sign
and return to us four counterparts hereof.

                                               Very truly yours,

                                               THE ST. PAUL COMPANIES, INC.


                                               By:
                                                  -----------------------------
                                                  Name:
                                                  Title:


Accepted as of the date hereof:

[UNDERWRITERS]

BY:  [REPRESENTATIVE]



By:
   -----------------------------
   Name:
   Title:

On behalf of each of the Underwriters



                                      -32-

                                                                         ANNEX I

                                PRICING AGREEMENT

[UNDERWRITERS]
       As Representatives of the several
            Underwriters named in Schedule I hereto,
[ADDRESS]

                                                                          [DATE]

Ladies and Gentlemen:

         The St. Paul Companies, Inc., a Minnesota corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated [       ], 200[ ] (the "Underwriting Agreement"),
between the Company on the one hand and [UNDERWRITERS] on the other hand, to
issue and sell to the Underwriters named in Schedule I hereto (the
"Underwriters") the Shares specified in Schedule II hereto (the "Designated
Shares") consisting of Firm Shares and any Optional Shares the Underwriters may
elect to purchase, [which are represented by depositary shares (the "Depositary
Shares") deposited against delivery of Depositary Receipts (the "Depositary
Receipts") evidencing the Depositary Shares which are to be issued by the
depositary (the "Depositary"), under the Deposit Agreement, dated the date
specified in Schedule II to this Agreement, among the Company, the Depositary
and the holders from time to time of the Depositary Receipts issued hereunder.
Each Depositary Share represents beneficial ownership of the fraction of a share
of Preferred Stock, as specified in this Agreement]. Each of the provisions of
the Underwriting Agreement is incorporated herein by reference in its entirety,
and shall be deemed to be a part of this Agreement to the same extent as if such
provisions had been set forth in full herein; and each of the representations
and warranties set forth therein shall be deemed to have been made at and as of
the date of this Pricing Agreement, except that each representation and warranty
which refers to the Prospectus in Section 2 of the Underwriting Agreement shall
be deemed to be a representation or warranty as of the date of the Underwriting
Agreement in relation to the Prospectus (as therein defined), and also a
representation and warranty as of the date of this Pricing Agreement in relation
to the


                                       -1-



Prospectus as amended or supplemented relating to the Designated Shares which
are the subject of this Pricing Agreement. Each reference to the Representatives
herein and in the provisions of the Underwriting Agreement so incorporated by
reference shall be deemed to refer to you. Unless otherwise defined herein,
terms defined in the Underwriting Agreement are used herein as therein defined.
The Representatives designated to act on behalf of the Representatives and on
behalf of each of the Underwriters of the Designated Shares pursuant to Section
12 of the Underwriting Agreement and the address of the Representatives referred
to in such Section 12 are set forth at the end of Schedule II hereto.

         An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Shares, in the form
heretofore delivered to you is now proposed to be filed with the Commission.

         Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, [(a)] the Company
agrees to issue and sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the Company, at
the time and place and at the purchase price to the Underwriters set forth in
Schedule II hereto, the principal amount of Firm Shares set forth opposite the
name of such Underwriter in Schedule I hereto and,[(b) in the event and to the
extent that the Underwriters shall exercise the election to purchase Optional
Shares, as provided below, the Company agrees to issue and sell to each of the
Underwriters, and each of the Underwriters agrees, severally and not jointly, to
purchase from the Company at the purchase price to the Underwriters set forth in
Schedule II hereto that portion of the number of Optional Shares as to which
such election shall have been exercised].

         [The Company hereby grants to each of the Underwriters the right to
purchase at their election up to the number of Optional Shares set forth
opposite the name of such Underwriter in Schedule I hereto on the terms referred
to in the paragraph above for the sole purpose of covering overallotments in the
sale of the Firm Shares. Any such election to purchase Optional Shares may be
exercised by written notice from the Representatives to the Company


                                       -2-



given within a period of 30 calendar days after the date of this Pricing
Agreement, setting forth the aggregate number of Optional Shares to be purchased
and the date on which such Optional Shares are to be delivered, as determined by
the Representatives, but in no event earlier than the First Time of Delivery or,
unless the Representatives and the Company otherwise agree in writing, no
earlier than two or later than ten business days after the date of such notice.]

         If the foregoing is in accordance with your understanding, please sign
and return to us [ ] counterparts hereof [(one for the issuer and each of the
Representatives plus one for each Counsel)], and upon acceptance hereof by you,
on behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Company. It is understood that your acceptance of this letter on behalf
of each of the Underwriters is or will be pursuant to the authority set forth in
a form of Agreement among Underwriters, the form of which shall be submitted to
the Company for examination upon request, but without warranty on the part of
the Representatives as to the authority of the signers thereof.

                                                Very truly yours,

                                                THE ST. PAUL COMPANIES, INC.


                                                By:
                                                   -----------------------------
                                                   Name:
                                                   Title:





                                       -3-




Accepted as of the date hereof:

[UNDERWRITERS]

BY:

By:
   ---------------------------------
   Name:
   Title:

On behalf of each of the Underwriters



                                       -4-




                                   SCHEDULE I



                                           PRINCIPAL        PRINCIPAL
                                           AMOUNT OF        AMOUNT OF
                                           FIRM             OPTIONAL
                                           SHARES           SHARES
                                           TO BE            TO BE
                     UNDERWRITER           PURCHASED        PURCHASED
                     -----------           ---------        ---------
                                                    

[UNDERWRITER] ..........................   $                $
[UNDERWRITER] ..........................
[UNDERWRITER] ..........................

           Total .......................
                                           ---------        ---------
                                           $                $
                                           =========        =========




                                       -1-




                                   SCHEDULE II

TITLE OF DESIGNATED SHARES:

[DEPOSITARY SHARES]

         [Depositary] Deposit Agreement, dated [       ], 200[ ] Each Depositary
         Share represents [        ]shares of [Title of Securities] Convertible
         into [        ] shares of Stock

NUMBER OF DESIGNATED SHARES:

NUMBER OF FIRM SHARES:

MAXIMUM NUMBER OF OPTIONAL SHARES:

INITIAL OFFERING PRICE TO PUBLIC:

         [$[ ] per Share] [Formula]

PURCHASE PRICE BY UNDERWRITERS:

         [$[ ] per Share] [Formula]

[COMMISSION PAYABLE TO UNDERWRITERS:

         $[ ] per Share in [specify same form of funds as in Specified Funds
         below]]

FORM OF DESIGNATED SHARES:

         [Definitive form, to be made available for checking [and packaging] at
         least twenty-four hours prior to the Time of Delivery at the office of
         [The Depository Trust Company or its designated custodian] [the
         Representatives]]

         [Book-entry only form represented by one or more global securities
         deposited with The Depository Trust Company ("DTC") or its designated
         custodian, to be made available for checking by the Representatives at
         least twenty-four hours prior to the Time of Delivery at the office of
         DTC.]



                                       -1-




SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:

         [Federal (same day)] funds

         [Describe any blackout provisions with respect to the Designated
         Shares]

TIME OF DELIVERY:

         [    ] a.m. (New York City time),[         ], 200[ ]

CLOSING LOCATION:

NAMES AND ADDRESSES OF REPRESENTATIVES:

DESIGNATED REPRESENTATIVES:

ADDRESS FOR NOTICES, ETC.:

         [Other Terms]


                                       -2-

EX-1.3

                                                                     Exhibit 1.3

                          THE ST. PAUL COMPANIES, INC.



                                  COMMON STOCK

                                   ----------

                             Underwriting Agreement

                                                                          [Date]

[UNDERWRITERS]
         [As representatives of the several Underwriters
            named in Schedule 1 hereto,]
[c/o NAME]
         [ADDRESS]

Ladies and Gentlemen:

                  From time to time The St. Paul Companies, Inc., a Minnesota
corporation (the "Company"), proposes to enter into one or more Pricing
Agreements (each a "Pricing Agreement") in the form of Annex I hereto, with such
additions and deletions as the parties thereto may determine, and, subject to
the terms and conditions stated herein and therein, to issue and sell to the
firms named in Schedule I to the applicable Pricing Agreement (such firms
constituting the "Underwriters" with respect to such Pricing Agreement and the
securities specified therein) certain shares of its common stock, without par
value (the "Shares"), specified in Schedule II to such Pricing Agreement (with
respect to such Pricing Agreement, the "Firm Shares"). If specified in such
Pricing Agreement, the Company may grant to the Underwriters the right to
purchase at their election an additional number of Shares, specified in such
Pricing Agreement as provided in Section 3 hereof (the "Optional Shares"). The
Firm Shares and the Optional Shares, if any, which the Underwriters elect to
purchase pursuant to Section 3 hereof are herein collectively called the
"Designated Shares".

                  The terms and rights of any particular issuance of Designated
Shares shall be as specified in the Pricing Agreement relating thereto.




                  1. Particular sales of Designated Shares may be made from time
to time to the Underwriters of such Shares, for whom the firms designated as
representatives of the Underwriters of such Shares in the Pricing Agreement
relating thereto will act as representatives (the "Representatives"). The term
"Representatives" also refers to a single firm acting as sole representative of
the Underwriters and to an Underwriter or Underwriters who act without any firm
being designated as its or their representatives. This Underwriting Agreement
shall not be construed as an obligation of the Company to sell any of the Shares
or as an obligation of any of the Underwriters to purchase the Shares. The
obligation of the Company to issue and sell any of the Shares and the obligation
of any of the Underwriters to purchase any of the Shares shall be evidenced by
the Pricing Agreement with respect to the Designated Shares specified therein.
Each Pricing Agreement shall specify the aggregate principal amount of the Firm
Shares, the maximum number of Optional Shares, if any, the initial public
offering price of such Designated Shares, the purchase price to the Underwriters
of such Designated Shares, the names of the Underwriters of such Designated
Shares, the names of the Representatives of such Underwriters and the principal
amount of such Designated Shares to be purchased by each Underwriter and shall
set forth the date, time and manner of delivery of such Designated Shares and
payment therefor. The Pricing Agreement shall also specify (to the extent not
set forth in the registration statement and prospectus with respect thereto) the
terms of such Designated Shares. A Pricing Agreement shall be in the form of an
executed writing (which may be in counterparts), and may be evidenced by an
exchange of telegraphic communications or any other rapid transmission device
designed to produce a written record of communications transmitted. The
obligations of the Underwriters under this Agreement and each Pricing Agreement
shall be several and not joint.

                  2. The Company represents and warrants to, and agrees with,
each of the Underwriters that:

                  (a) A registration statement on Form S-3 (File No. o) (the
"Initial Registration Statement") in respect of the Shares has been filed with
the Securities and Exchange Commission (the "Commission"); the Initial
Registration Statement and any post-effective amendment thereto, each in


                                      -2-



the form heretofore delivered or to be delivered to the Representatives and,
excluding exhibits to the Initial Registration Statement, but including all
documents incorporated by reference in the prospectus included in the latest
registration statement, to the Representatives for each of the other
Underwriters, have been declared effective by the Commission in such form; other
than a registration statement, if any, increasing the size of the offering (a
"Rule 462(b) Registration Statement"), filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act"), which became effective upon
filing, no other document with respect to the Initial Registration Statement or
documents incorporated by reference therein has heretofore been filed or
transmitted for filing with the Commission (other than prospectuses filed
pursuant to Rule 424(b) of the rules and regulations of the Commission under the
Act, each in the form heretofore delivered to the Representatives); and no stop
order suspending the effectiveness of any Initial Registration Statement, any
post-effective amendment thereto, or the Rule 462(b) Registration Statement, if
any, has been issued and no proceeding for that purpose has been initiated or
threatened by the Commission (any preliminary prospectus included in the Initial
Registration Statement or filed with the Commission pursuant to Rule 424(a)
under the Securities Act of 1933, as amended (the "Act"), is hereinafter called
a "Preliminary Prospectus"); the various parts of the Initial Registration
Statement, any post-effective amendment thereto, and the Rule 462(b)
Registration Statement, if any, including all exhibits thereto and the documents
incorporated by reference in the prospectus contained in the Initial
Registration Statement, at the time such part of the Initial Registration
Statements became effective but excluding Form T-l, each as amended at the time
such part of the Initial Registration Statements became effective or such part
of the Rule 462(b) Registration Statement, if any, became or hereafter becomes
effective, are hereinafter called the "Registration Statement"; the prospectus
relating to the Shares, in the form in which it has most recently been filed, or
transmitted for filing, with the Commission on or prior to the date of this
Agreement, being hereinafter called the "Prospectus"; any reference herein to
any Preliminary Prospectus or the Prospectus shall be deemed to refer to and
include the documents incorporated by reference therein


                                      -3-



pursuant to the applicable form under the Act, as of the date of such
Preliminary Prospectus or Prospectus, as the case may be; any reference to any
amendment or supplement to any Preliminary Prospectus or the Prospectus shall be
deemed to refer to and include any documents filed after the date of such
Preliminary Prospectus or Prospectus, as the case may be, under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and incorporated by
reference in such Preliminary Prospectus or Prospectus, as the case may be; any
reference to any amendment to the Initial Registration Statement shall be deemed
to refer to and include any annual report of the Company filed pursuant to
Sections 13(a) or 15(d) of the Exchange Act after the effective date of the
Initial Registration Statement that is incorporated by reference in the
Registration Statement; and any reference to the Prospectus as amended or
supplemented shall be deemed to refer to and include the Prospectus as amended
or supplemented in relation to the applicable Designated Shares to be sold
pursuant to this Agreement, in the form filed or transmitted for filing with the
Commission pursuant to Rule 424(b) under the Act and in accordance with Section
5(a) hereof (including any documents incorporated by reference therein as of the
date of such filing);

                  (b) The documents incorporated by reference in the Prospectus,
when they became effective or were filed with the Commission, as the case may
be, conformed in all material respects to the requirements of the Act or the
Exchange Act, as applicable, and the rules and regulations of the Commission
thereunder, and none of such documents contained an untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading; and any further
documents so filed and incorporated by reference in the Prospectus or any
further amendment or supplement thereto, when such documents become effective or
are filed with the Commission, as the case may be, will conform in all material
respects to the requirements of the Act or the Exchange Act, as applicable, and
the rules and regulations of the Commission thereunder and will not contain an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading;
provided, however, that this representation and warranty shall not apply to any
statements or omissions made in


                                      -4-



reliance upon and in conformity with information furnished in writing to the
Company by an Underwriter of Designated Shares through the Representatives
expressly for use in the Prospectus as amended or supplemented to relate to a
particular issuance of Shares;

                  (c) The Registration Statement and the Prospectus conform, and
any further amendments or supplements to the Registration Statement or the
Prospectus will conform, in all material respects to the requirements of the Act
and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") and
the rules and regulations of the Commission thereunder and do not and will not,
as of the applicable effective date as to the Registration Statement and any
amendment thereto and as of the applicable filing date as to the Prospectus and
any amendment or supplement thereto, contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading; provided, however, that this
representation and warranty shall not apply to any statements or omissions made
in reliance upon and in conformity with information furnished in writing to the
Company by an Underwriter of Designated Shares through the Representatives
expressly for use in the Prospectus as amended or supplemented to relate to a
particular issuance of Shares;

                  (d) Neither the Company nor any of its subsidiaries has
sustained since the date of the latest audited financial statements included or
incorporated by reference in the Prospectus any direct loss or interference with
its business from fire, explosion, flood or other calamity, whether or not
covered by insurance, or from any labor dispute or court or governmental action,
order or decree, which is material to the Company and its subsidiaries taken as
a whole, otherwise than as set forth or contemplated in the Prospectus; and,
since the respective dates as of which information is given in the Registration
Statement and the Prospectus, there has not been any change in the capital stock
or long-term debt of the Company and its subsidiaries taken as a whole (other
than any decrease in the capital stock resulting from purchases under the
Company's Stock Repurchase Program and any increase resulting from the exercise
of stock options or the issuance of restricted shares under the Company's


                                      -5-



stock incentive and employee compensation plans, or the conversion of Series B
Convertible Preferred Stock) or any material adverse change, or any development
involving a prospective material adverse change, in or affecting the general
affairs, management, financial position, shareholders' equity or results of
operations of the Company and its subsidiaries taken as a whole, otherwise than
as set forth or contemplated in the Prospectus;

                  (e) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State of
Minnesota, with power and authority (corporate and other) to own its properties
and conduct its business as described in the Prospectus, and has been duly
qualified as a foreign corporation for the transaction of business and is in
good standing under the laws of each other jurisdiction in which it owns or
leases properties, or conducts any business, so as to require such
qualification, and is not subject to any material liability or disability by
reason of the failure to be so qualified in any such jurisdiction; and each of
the Company's principal subsidiaries (hereinafter called "Principal
Subsidiaries"), namely St. Paul Fire and Marine Insurance Company, United States
Fidelity and Guaranty Company and The John Nuveen Company, has been duly
incorporated and is validly existing as a corporation in good standing under the
laws of its jurisdiction of incorporation and has been duly qualified as a
foreign corporation for the transaction of business and is in good standing
under the laws of each other jurisdiction in which it owns or leases properties,
or conducts any business, so as to require such qualification;

                  (f) The Company has an authorized capitalization as set forth
in the Prospectus, and all of the issued shares of capital stock of the Company
have been duly authorized and validly issued and are fully paid and
non-assessable; all of the issued shares of capital stock of each of St. Paul
Fire and Marine Insurance Company, United States Fidelity and Guaranty Company
and The John Nuveen Company held directly or indirectly by the Company have been
duly authorized and validly issued, are fully paid and non-assessable and
(except as disclosed in the Registration Statement) all shares of the capital
stock of such subsidiaries are owned directly or indirectly by the


                                      -6-



Company, free and clear of all liens, encumbrances, equities or claims;

                  (g) The Shares have been duly authorized by the Company, and,
when Designated Shares are issued and delivered pursuant to this Agreement and
the Pricing Agreement with respect to such Designated Shares, and, in the case
of any Optional Shares, pursuant to Overallotment Options (as defined in Section
3 hereof) with respect to such Shares, such Designated Shares will have been
duly executed, authenticated, issued and delivered and will constitute valid and
legally binding obligations of the Company entitled to the benefits provided by
the Indenture, the Indenture has been duly authorized and duly qualified under
the Trust Indenture Act and, at the Time of Delivery for such Designated Shares
(as defined in Section 4 hereof), the Indenture will constitute a valid and
legally binding instrument, enforceable in accordance with its terms, subject,
as to enforcement, to bankruptcy, insolvency, reorganization and other laws of
general applicability relating to or affecting creditors' rights and to general
equity principles; and the Indenture conforms, and the Designated Shares will
conform, to the descriptions thereof contained in the Prospectus as amended or
supplemented with respect to such Designated Shares;

                  (h) The issue and sale of the Shares and the compliance by the
Company with all of the provisions of the Shares, this Agreement, any Pricing
Agreement and each Overallotment Option and the consummation of the transactions
herein and therein contemplated will not conflict with or result in a breach or
violation of any of the terms or provisions of, or constitute a default under,
any indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which the Company or any of its subsidiaries is a party or by
which the Company or any of its subsidiaries is bound or to which any of the
property or assets of the Company or any of its subsidiaries is subject, nor
will such action result in any violation of the provisions of the Restated
Articles of Incorporation, as amended, or the By-laws, as amended, of the
Company or any statute or any order, rule or regulation of any court or
governmental agency or body having jurisdiction over the Company or any of its
subsidiaries or any of their properties; and no consent, approval,
authorization, order, registration or qualification of or


                                      -7-



with any such court or governmental agency or body is required for the issue and
sale of the Shares or the consummation by the Company of the transactions
contemplated by this Agreement, or any Pricing Agreement, any Overallotment
Option except such as have been, or will have been prior to the Time of
Delivery, obtained under the Act and such consents, approvals, authorizations,
registrations or qualifications as may be required under state securities or
Blue Sky laws in connection with the purchase and distribution of the Shares by
the Underwriters;

                  (i) Neither the Company nor any of its subsidiaries is in
violation of its organizational documents or in default in the performance or
observance of any material obligation, agreement, covenant or condition
contained in any indenture, mortgage, deed of trust, loan agreement, lease or
other agreement or instrument to which it is a party or by which it or any of
its properties is or may be bound;

                  (j) The statements set forth in the Prospectus under the
captions "Description of Our Common Stock", insofar as they purport to
constitute a summary of the terms of the Shares therein described, and, subject
to the limitations set forth therein, under the caption "United States
Taxation", and under the captions "Plan of Distribution" and "Underwriting"
insofar as they purport to describe the provisions of the laws and documents
referred to therein, are accurate, complete and fair;

                  (k) Other than as set forth in the Prospectus, and other than
litigation (none of which is reasonably likely to be material) incidental to the
kinds of business conducted by the Company and its subsidiaries, there are no
legal or governmental proceedings pending to which the Company or any of its
subsidiaries is a party, or of which any property of the Company or any of its
subsidiaries is the subject, which, if determined adversely to the Company or
any of its subsidiaries, would individually or in the aggregate (after giving
effect to any applicable insurance, reinsurance or reserves therefor) have a
material adverse effect on the current or future consolidated financial
position, shareholders' equity or results of operations of the Company and its
subsidiaries, taken as a whole; and, to the best of the Company's knowledge, no
such proceedings


                                      -8-



are threatened or contemplated by governmental authorities or threatened by
others;

                  (l) The Company is not and, after giving effect to each
offering and sale of the Shares will not be, an "investment company" or an
entity "controlled" by an "investment company", as such terms are defined in the
Investment Company Act of 1940, as amended (the "Investment Company Act");

                  (m) Immediately after any sale of Shares by the Company
hereunder or under any Pricing Agreement, the aggregate amount of Shares which
shall have been issued and sold by the Company hereunder or under any Pricing
Agreement and of any debt securities of the Company (other than such Shares)
that shall have been issued and sold pursuant to the registration statement will
not exceed the amount of debt securities registered under the registration
statement; and

                  (n) (A) KPMG LLP, who have certified certain financial
statements of the Company and its subsidiaries, are independent public
accountants as required by the Act and the rules and regulations of the
Commission thereunder; and (B) Ernst & Young LLP, who have certified certain
financial statements of former USF&G Corporation and its subsidiaries, are
independent public accountants as required by the Act and the rules and
regulations of the Commission thereunder.

                  3. Upon the execution of the Pricing Agreement applicable to
any Designated Shares and authorization by the Representatives of the release of
Firm Shares, the several Underwriters propose to offer the Firm Shares for sale
upon the terms and conditions set forth in the Prospectus as amended or
supplemented. The Company may specify in the Pricing Agreement applicable to any
Designated Shares that the Company thereby grants to the Underwriters the right
(an "Overallotment Option") to purchase at their election up to the number of
Optional Shares set forth in such Pricing Agreement, on the terms set forth in
the paragraph above, for the sole purpose of covering over-allotments in the
sale of the Firm Shares. Any such election to purchase Optional Shares may be
exercised by written notice from the Representatives to the Company, given
within a period specified in the Pricing


                                      -9-



Agreement, setting forth the aggregate number of Optional Shares to be purchased
and the date on which such Optional Shares are to be delivered, as determined by
the Representatives but in no event earlier than the First Time of Delivery (as
defined in Section 4 hereof) or, unless the Representatives and the Company
otherwise agree in writing, earlier than or later than the respective number of
business days after the date of such notice set forth in such Pricing Agreement.
The number of Optional Shares to be added to the number of Firm Shares to be
purchased by each Underwriter as set forth in Schedule I to the Pricing
Agreement applicable to such Designated Shares shall be, in each case, the
number of Optional Shares which the Company has been advised by the
Representatives have been attributed to such Underwriter; provided that, if the
Company has not been so advised, the number of Optional Shares to be so added
shall be, in each case, that proportion of Optional Shares which the number of
Firm Shares to be purchased by such Underwriter under such Pricing Agreement
bears to the aggregate number of Firm Shares (rounded as the Representatives may
determine to the nearest 100 shares). The total number of Designated Shares to
be purchased by all the Underwriters pursuant to such Pricing Agreement shall be
the aggregate number of Firm Shares set forth in Schedule I to such Pricing
Agreement plus the aggregate number of Optional Shares which the Underwriters
elect to purchase.

                  4. The Firm Shares and the Optional Shares to be purchased by
each Underwriter pursuant to the Pricing Agreement relating thereto, in
definitive form to the extent practicable, and in such authorized denominations
and registered in such names as the Representatives may request upon at least
forty-eight hours' prior notice to the Company, shall be delivered by or on
behalf of the Company to the Representatives for the account of such
Underwriter, against payment by such Underwriter or on its behalf of the
purchase price therefor by wire transfer of Federal (same-day) funds to the
account specified by the Company to the Representatives at least forty-eight
hours in advance; (i) with respect to Firm Shares, all in the manner and at the
place and time and date specified in such Pricing Agreement or at such other
place and time and date as the Representatives and the Company may agree upon in
writing, such time and date being herein called the "First Time of Delivery" and
(ii) with respect to the


                                      -10-



Optional Shares, if any, in the manner and at the time and date as the
Representatives in the written notice given by the Representatives of the
Underwriters' election to purchase such Optional Shares, or at such other time
and date as the Representatives and the Company may agree upon in writing, such
time and date, if not the First Time of Delivery, herein called the "Second Time
of Delivery". Each such time and date for delivery is herein called a "Time of
Delivery".

                  5. The Company agrees with each of the Underwriters of any
Designated Shares:

                  (a) To prepare the Prospectus as amended or supplemented in
relation to the applicable Designated Shares in a form approved by the
Representatives and to file such Prospectus pursuant to Rule 424(b) under the
Act not later than the Commission's close of business on the second business day
following the execution and delivery of the Pricing Agreement relating to the
applicable Designated Shares or, if applicable, such earlier time as may be
required by Rule 424(b); to make no further amendment or any supplement to the
Registration Statement or Prospectus as amended or supplemented after the date
of the Pricing Agreement relating to such Shares and prior to the Time of
Delivery for such Shares which shall be disapproved by the Representatives for
such Shares promptly after reasonable notice thereof; to advise the
Representatives promptly of any such amendment or supplement after such Time of
Delivery and furnish the Representatives with copies thereof; to file promptly
all reports and any definitive proxy or information statements required to be
filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act for so long as the delivery of a prospectus is
required in connection with the offering or sale of such Shares, and during such
same period to advise the Representatives, promptly after it receives notice
thereof, of the time when any amendment to the Registration Statement has been
filed or becomes effective or any supplement to the Prospectus or any amended
Prospectus has been filed with the Commission, of the issuance by the Commission
of any stop order or of any order preventing or suspending the use of any
prospectus relating to the Shares, of the suspension of the qualification of
such Shares for offering or sale in any jurisdiction, of the initiation or
threatening of any


                                      -11-



proceeding for any such purpose, or of any request by the Commission for the
amending or supplementing of the Registration Statement or Prospectus or for
additional information; and, in the event of the issuance of any such stop order
or of any such order preventing or suspending the use of any prospectus relating
to the Shares or suspending any such qualification, to promptly use its best
efforts to obtain the withdrawal of such order;

                  (b) Promptly from time to time to take such action as the
Representatives may reasonably request to qualify such Shares for offering and
sale under the securities laws of such jurisdictions as the Representatives may
request and to comply with such laws so as to permit the continuance of sales
and dealings therein in such jurisdictions for as long as may be necessary to
complete the distribution of such Shares, provided that in connection therewith
the Company shall not be required to qualify as a foreign corporation or to file
a general consent to service of process in any jurisdiction;

                  (c) To furnish the Representatives with copies of the
Prospectus as amended or supplemented in such quantities as the Representatives
may from time to time reasonably request, and, if the delivery of a prospectus
is required at any time in connection with the offering or sale of the Shares
and if at such time any event shall have occurred as a result of which the
Prospectus as then amended or supplemented would include an untrue statement of
a material fact or omit to state any material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were
made when such Prospectus is delivered, not misleading, or, if for any other
reason it shall be necessary during such same period to amend or supplement the
Prospectus or to file under the Exchange Act any document incorporated by
reference in the Prospectus in order to comply with the Act, the Exchange Act or
the Trust Indenture Act, to notify the Representatives and upon their request to
file such document and to prepare and furnish without charge to each Underwriter
and to any dealer in securities as many copies as the Representatives may from
time to time reasonably request of an amended Prospectus or a supplement to the
Prospectus which will correct such statement or omission or effect such
compliance;


                                      -12-



                  (d) To make generally available to its security holders as
soon as practicable, but in any event not later than eighteen months after the
effective date of the Registration Statement (as defined in Rule 158(c) under
the Act), an earnings statement of the Company and its subsidiaries (which need
not be audited) complying with Section 11(a) of the Act and the rules and
regulations of the Commission thereunder (including at the option of the Company
Rule 158); and

                  (e) During the period beginning from the date of the Pricing
Agreement for such Designated Shares and continuing to and including the earlier
of (i) the termination of trading restrictions for such Designated Shares, as
notified to the Company by the Representatives and (ii) the Time of Delivery for
such Designated Shares, not to offer, sell, contract to sell or otherwise
dispose of any equity securities of the Company which are substantially similar
to such Designated Shares, without the prior written consent of the
Representatives; and

                  (f) If the Company elects to rely upon Rule 462(b), the
Company shall file a Rule 462(b) Registration Statement with the Commission in
compliance with Rule 462(b) by 10:00 P.M., Washington, D.C. time, on the date of
this Agreement, and the Company shall at the time of filing either pay to the
Commission the filing fee for the Rule 462(b) Registration Statement or give
irrevocable instructions for the payment of such fee pursuant to Rule 111(b)
under the Act.

                  6. The Company covenants and agrees with the several
Underwriters that the Company will pay or cause to be paid the following: (i)
the fees, disbursements and expenses of the Company's counsel and accountants in
connection with the registration of the Shares under the Act and all other
expenses in connection with the preparation, printing and filing of the
Registration Statement, any Preliminary Prospectus and the Prospectus and
amendments and supplements thereto and the mailing and delivering of copies
thereof to the Underwriters and dealers; (ii) the cost of printing or producing
any Agreement among Underwriters, this Agreement, any Pricing Agreement, any
Blue Sky and Legal Investment Memoranda, closing documents (including
compilations thereof) and any other documents in connection with the offering,
purchase,


                                      -13-



sale and delivery of the Shares; (iii) all expenses in connection with the
qualification of the Shares for offering and sale under state securities laws as
provided in Section 5(b) hereof, including the fees and disbursements of counsel
for the Underwriters in connection with such qualification and in connection
with the Blue Sky and Legal Investment Surveys; (iv) any fees charged by
securities rating services for rating the Shares; (v) any filing fees incident
to, and the fees and disbursements of counsel for the Underwriters in connection
with, any required review by the National Association of Securities Dealers,
Inc. of the terms of the sale of the Shares; (vi) the cost of preparing the
Shares; (vii) the fees and expenses of any Trustee and any agent of any Trustee
and the fees and disbursements of counsel for any Trustee in connection with any
Indenture and the Shares; and (viii) all other costs and expenses incident to
the performance of its obligations hereunder which are not otherwise
specifically provided for in this Section. It is understood, however, that,
except as provided in this Section, and Sections 8 and 11 hereof, the
Underwriters will pay all of their own costs and expenses, including the fees of
their counsel, transfer taxes on resale of any of the Shares by them, and any
advertising expenses connected with any offers they may make.

                  7. The obligations of the Underwriters of any Designated
Shares under the Pricing Agreement relating to such Designated Shares shall be
subject, in the discretion of the Representatives, to the condition that all
representations and warranties and other statements of the Company in or
incorporated by reference in the Pricing Agreement relating to such Designated
Shares are, at and as of the Time of Delivery for such Designated Shares, true
and correct, the condition that the Company shall have performed all of its
obligations hereunder theretofore to be performed, and the following additional
conditions:

                  (a) The Prospectus as amended or supplemented in relation to
the applicable Designated Shares shall have been filed with the Commission
pursuant to Rule 424(b) within the applicable time period prescribed for such
filing by the rules and regulations under the Act and in accordance with Section
5(a) hereof; if the Company has elected to rely upon Rule 462(b), the Rule
462(b) Registration Statement shall have become effective by 10:00


                                      -14-



P.M., Washington, D.C. time, on the date of this Agreement; no stop order
suspending the effectiveness of the Registration Statement or any part thereof
shall have been issued and no proceeding for that purpose shall have been
initiated or threatened by the Commission; and all requests for additional
information on the part of the Commission shall have been complied with to the
Representatives' reasonable satisfaction;

                  (b) Sullivan & Cromwell shall have furnished to the
Representatives such written opinion or opinions, dated the Time of Delivery for
such Designated Shares, with respect to the incorporation of the Company, the
Designated Shares, the Registration Statement, the Prospectus as amended or
supplemented and other related matters as the Representatives may reasonably
request, and such counsel shall have received such papers and information as
they may reasonably request to enable them to pass upon such matters;

                  (c) Bruce A. Backberg, Esq., Senior Vice President for the
Company, or other counsel for the Company acceptable to the Representatives,
shall have furnished to the Representatives his written opinion, dated the Time
of Delivery for such Designated Shares, in form and substance satisfactory to
the Representatives, to the effect that:

                           (i) The Company has been duly incorporated and is
                  validly existing as a corporation in good standing under the
                  laws of the State of Minnesota, with corporate power and
                  authority to own its properties and conduct its business as
                  described in the Prospectus as amended or supplemented;

                           (ii) The Company has an authorized share capital as
                  set forth in the Prospectus as amended or supplemented and all
                  of the issued shares of capital stock of the Company have been
                  duly authorized and validly issued and are fully paid and
                  non-assessable;

                           (iii) The Company has been duly qualified as a
                  foreign corporation for the transaction of business and is in
                  good standing under the laws of each jurisdiction in which, in
                  such counsel's


                                      -15-



                  opinion, the Company is required to be so qualified or if the
                  Company is not so qualified in any such state or jurisdiction,
                  the failure to so qualify would not, considering all cases in
                  the aggregate, involve a material risk to the business,
                  properties, financial position or results of operation of the
                  Company and its subsidiaries, taken as a whole;

                           (iv) Each of the Principal Subsidiaries has been duly
                  incorporated and is validly existing as a corporation in good
                  standing under the laws of its jurisdiction of incorporation;
                  all of the issued shares of capital stock of each of St. Paul
                  Fire and Marine Insurance Company, United States Fidelity and
                  Guaranty Company and approximately 78% of the issued shares of
                  the capital stock of The John Nuveen Company have been duly
                  authorized and validly issued, are fully paid and
                  non-assessable, and (except as disclosed in the Registration
                  Statement) are owned directly or indirectly by the Company,
                  free and clear of all liens, encumbrances, equities or claims
                  (such counsel being entitled to rely in respect of the opinion
                  in this clause upon opinions of local counsel and in respect
                  of matters of fact upon certificates of officers of the
                  Company or the Principal Subsidiaries, provided that such
                  counsel shall state that he believes that both the
                  Representatives and he are justified in relying upon such
                  opinions and certificates);

                           (v) To such counsel's knowledge, there are no legal
                  or governmental proceedings pending to which the Company or
                  any of its subsidiaries is a party or of which any property of
                  the Company or any of its subsidiaries is the subject, other
                  than as set forth in the Prospectus and other than litigation
                  or proceedings (none of which is reasonably likely to be
                  material) incident to the kinds of business conducted by the
                  Company and its subsidiaries, which, if determined adversely
                  to the Company or any of its subsidiaries, would individually
                  or in the aggregate (after giving effect to any applicable
                  insurance, reinsurance


                                      -16-



                  or reserves therefor) have a material adverse effect on the
                  consolidated financial position, shareholders' equity or
                  results of operations of the Company and its subsidiaries,
                  taken as a whole; and, to the best of such counsel's
                  knowledge, no such proceedings are threatened or contemplated
                  by governmental authorities or threatened by others;

                           (vi) This Agreement and the Pricing Agreement with
                  respect to the Designated Shares have been duly authorized,
                  executed and delivered by the Company;

                           (vii) The issue and sale of the Designated Shares
                  being delivered at such Time of Delivery, the compliance by
                  the Company with all of the provisions of the Designated
                  Shares, this Agreement and the Pricing Agreement with respect
                  to the Designated Shares and the consummation of the
                  transactions herein and therein contemplated will not conflict
                  with or result in a breach or violation of any of the terms or
                  provisions of, or constitute a default under, or result in the
                  creation or imposition of any lien, charge or encumbrance upon
                  any of the property or assets of the Company or any of its
                  subsidiaries pursuant to the terms of, any indenture,
                  mortgage, deed of trust, loan agreement or other agreement or
                  instrument known to such counsel to which the Company or any
                  of its subsidiaries is a party or by which the Company or any
                  of its subsidiaries is bound or to which any of the property
                  or assets of the Company or any of its subsidiaries is
                  subject, nor will such actions result in any violation of the
                  provisions of the Restated Articles of Incorporation, as
                  amended, or By-laws, as amended, of the Company or any statute
                  or any order, rule or regulation known to such counsel of any
                  court or governmental agency or body having jurisdiction over
                  the Company or any of its subsidiaries or any of their
                  properties;

                           (viii) No consent, approval, authorization, order,
                  registration or qualification of or with any such court or
                  governmental agency or body is


                                      -17-



                  required for the issue and sale of the Designated Shares being
                  delivered at such Time of Delivery or the consummation by the
                  Company of the transactions contemplated by this Agreement or
                  any applicable Pricing Agreement, except such as have been
                  obtained under the Act and such consents, approvals,
                  authorizations, registrations or qualifications as may be
                  required under state securities or Blue Sky laws in connection
                  with the purchase and distribution of the Designated Shares by
                  the Underwriters;

                           (ix) Neither the Company nor any of its subsidiaries
                  is in violation of its organizational documents or in default
                  in the performance or observance of any obligation,
                  agreement, covenant or condition contained in any material
                  indenture, mortgage, deed of trust, loan agreement, lease or
                  other agreement or instrument to which it is a party or by
                  which it or any of its properties is or may be bound, except
                  where any such default does not have a material adverse
                  effect on the Company and its subsidiaries taken as a whole.

                           (x) The statements set forth in the Prospectus under
                  the captions "Description of Our Common Stock", insofar as
                  they purport to constitute a summary of the terms of the
                  Shares therein described, and, subject to the limitations set
                  forth therein, under the caption "United States Taxation", and
                  under the captions "Plan of Distribution" and "Underwriting"
                  insofar as they purport to describe the provisions of the laws
                  and documents referred to therein, are accurate, complete and
                  fair;

                           (xi) The Company is not and, after giving effect to
                  each offering and sale of the Shares will not be, an
                  "investment company" or an entity "controlled" by an
                  "investment company", as such terms are defined in the
                  Investment Company Act;

                           (xii) The documents incorporated by reference in the
                  Prospectus as amended or supplemented (other than the
                  financial statements and related schedules therein, as to
                  which such counsel need express no opinion), when they became
                  effective or were filed with the Commission, as the case may
                  be, complied as to form in all material respects with the
                  requirements of the Act or the Exchange Act, as applicable,
                  and the rules and regulations of the Commission thereunder;
                  and such counsel has no reason to believe that any of such
                  documents, when they became effective or were so filed, as the
                  case may be, contained, in the case of the registration
                  statement which became effective under the Act, an untrue
                  statement of a material


                                      -18-



                  fact or omitted to state a material fact required to be stated
                  therein or necessary to make the statements therein not
                  misleading, or, in the case of other documents which were
                  filed under the Act or the Exchange Act with the Commission,
                  an untrue statement of a material fact or omitted to state a
                  material fact necessary in order to make the statements
                  therein, in the light of the circumstances under which they
                  were made when such documents were so filed, not misleading;
                  and

                           (xiii) The Registration Statement and the Prospectus
                  as amended or supplemented and any further amendments and
                  supplements thereto made by the Company prior to the date of
                  such opinion for the Designated Shares (other than the
                  financial statements and related schedules therein, as to
                  which such counsel need express no opinion) comply as to form
                  in all material respects with the requirements of the Act and
                  the rules and regulations thereunder; such counsel has no
                  reason to believe that, as of its effective date, the
                  Registration Statement or any further amendment thereto made
                  by the Company prior to the date of such opinion (other than
                  the financial statements and related schedules therein, as to
                  which such counsel need express no opinion) contained an
                  untrue statement of a material fact or omitted to state a
                  material fact required to be stated therein or necessary to
                  make the statements therein not misleading or that, as of its
                  date, the Prospectus as amended or supplemented or any further
                  amendment or supplement thereto made by the Company prior to
                  the date of such opinion (other than the financial statements
                  and related schedules therein, as to which such counsel need
                  express no opinion) contained an untrue statement of a
                  material fact or omitted to state a material fact necessary to
                  make the statements therein, in light of the circumstances in
                  which they were made, not misleading or that, as of the date
                  of such opinion, either the Registration Statement or the
                  Prospectus as amended or supplemented or any further amendment
                  or supplement thereto made by the Company prior to the date of
                  such opinion


                                      -19-



                  (other than the financial statements and related schedules
                  therein, as to which such counsel need express no opinion)
                  contains an untrue statement of a material fact or omits to
                  state a material fact necessary to make the statements
                  therein, in light of the circumstances in which they were
                  made, not misleading; and such counsel does not know of any
                  amendment to the Registration Statement required to be filed
                  or any contracts or other documents of a character required to
                  be filed as an exhibit to the Registration Statement or
                  required to be incorporated by reference into the Prospectus
                  as amended or supplemented or required to be described in the
                  Registration Statement or the Prospectus as amended or
                  supplemented which are not filed or incorporated by reference
                  or described as required;

                  provided that in lieu of the delivery of the opinion set forth
                  in paragraph (iv) of this Section 7(c) as to The John Nuveen
                  Company, such counsel may cause Alan G. Berkshire, Vice
                  President and General Counsel to The John Nuveen Company, to
                  deliver an opinion as to such matters, dated the Time of
                  Delivery for such Designated Shares.

                  (d) On the date of the Pricing Agreement for such Designated
         Shares and at the Time of Delivery for such Designated Shares, the
         independent accountants of the Company who have certified the financial
         statements of the Company and its subsidiaries included or incorporated
         by reference in the Registration Statement shall have furnished to the
         Representatives a letter, dated the effective date of the Registration
         Statement or the date of the most recent report filed with the
         Commission containing financial statements and incorporated by
         reference in the Registration Statement, if the date of such report is
         later than such effective date, and a letter dated such Time of
         Delivery, respectively and, with respect to such letter dated such Time
         of Delivery, as to such other matters as the Representatives may
         reasonably request and in form and substance satisfactory to the
         Representatives;

                  (e) (i) Neither the Company nor any of its Principal
         Subsidiaries shall have sustained since the date


                                      -20-



         of the latest audited financial statements included or incorporated by
         reference in the Prospectus as amended prior to the date of the Pricing
         Agreement relating to the Designated Shares any loss or interference
         with its business from fire, explosion, flood or other calamity,
         whether or not covered by insurance, or from any labor dispute or court
         or governmental action, order or decree, otherwise than as set forth or
         contemplated in the Prospectus as amended prior to the date of the
         Pricing Agreement relating to the Designated Shares, and (ii) since the
         respective dates as of which information is given in the Prospectus as
         amended prior to the date of the Pricing Agreement relating to the
         Designated Shares there shall not have been any change in the capital
         stock or long-term debt of the Company and its subsidiaries taken as a
         whole (other than any decrease in the capital stock resulting from
         purchases under the Company's Stock Repurchase Program and any increase
         in the capital stock resulting from the exercise of stock options or
         the issuance of restricted shares under the Company's stock incentive
         and employee compensation plans, or the conversion of Series B
         Convertible Preferred Stock) or any change, or any development
         involving a prospective change, in or affecting the general affairs,
         management, financial position, shareholders' equity or results of
         operations of the Company and its subsidiaries taken as a whole,
         otherwise than as set forth or contemplated in the Prospectus as
         amended or supplemented prior to the date of the Pricing Agreement
         relative to the Designated Shares, the effect of which, in any such
         case described in clause (i) or (ii), is in the judgment of the
         Representatives so material and adverse as to make it impracticable or
         inadvisable to proceed with the public offering or the delivery of the
         Designated Shares on the terms and in the manner contemplated in the
         Prospectus as first amended relating to the Designated Shares;

                  (f) On or after the date of the Pricing Agreement relating to
         the Designated Shares (i) no downgrading shall have occurred in the
         rating accorded the Company's debt securities or the Company's
         financial strength or claims paying ability by any "nationally
         recognized statistical rating organization," as that term is defined by
         the Commission for purposes of Rule 436(g)(2) under the Act and (ii)
         other than as disclosed in the Prospectus as amended or supplemented,
         no such organization


                                      -21-



         shall have publicly announced or otherwise given notice to the Company
         that it has under surveillance, review or watch, with possible negative
         implications, its rating of any of the Company's debt securities or the
         Company's financial strength or claims paying ability, or of any review
         for a possible change therein that does not indicate the direction of
         the possible change;

                  (g) On or after the date of the Pricing Agreement relating to
         the Designated Shares there shall not have occurred any of the
         following: (i) a suspension or material limitation in trading in
         securities generally on the New York Stock Exchange; (ii) a suspension
         or material limitation in trading the Company's securities on the New
         York Stock Exchange; (iii) a general moratorium on commercial banking
         activities in New York declared by either Federal or New York State
         authorities or a material disruption in the Commercial banking or
         securities settlement or clearance services in the United States; or
         (iv) the outbreak or escalation of hostilities involving the United
         States or the declaration by the United States of a national emergency
         or war or the occurrence of any other calamity or crisis or change in
         financial, political or economic conditions in the United States or
         elsewhere if the effect of any such event specified in this clause (iv)
         in the judgment of the Representatives makes it impracticable or
         inadvisable to proceed with the public offering or the delivery of the
         Designated Shares on the terms and in the manner contemplated in the
         Prospectus as first amended or supplemented relating to the Designated
         Shares;

                  (h) [The Shares at each Time of Delivery shall have been duly
         listed, subject to notice of issuance, on the [New York] Stock
         Exchange.]

                  (i) The Company shall have furnished or caused to be furnished
         to the Representatives at the Time of Delivery for the Designated
         Shares a certificate or certificates of officers of the Company
         satisfactory to the Representatives as to the accuracy of the
         representations and warranties of the Company herein at and as of such
         Time of Delivery, as to the performance by the Company of all of its
         obligations hereunder to be performed at or prior to such Time of
         Delivery, as to the matters set forth in subsections (a) and (f) of
         this Section and as to such


                                      -22-



         other matters as the Representatives may reasonably request.

                  8. (a) The Company will indemnify and hold harmless each
         Underwriter against any losses, claims, damages or liabilities, joint
         or several, to which such Underwriter may become subject, under the Act
         or otherwise, insofar as such losses, claims, damages or liabilities
         (or actions in respect thereof) arise out of or are based upon an
         untrue statement or alleged untrue statement of a material fact
         contained in any Preliminary Prospectus, any preliminary prospectus
         supplement, the Registration Statement, the Prospectus as amended or
         supplemented and any other prospectus relating to the Shares, or any
         amendment or supplement thereto, or arise out of or are based upon the
         omission or alleged omission to state therein a material fact required
         to be stated therein or necessary to make the statements therein not
         misleading, and will reimburse each Underwriter for any legal or other
         expenses reasonably incurred by such Underwriter in connection with
         investigating or defending any such action or claim as such expenses
         are incurred; provided, however, that the Company shall not be liable
         in any such case to the extent that any such loss, claim, damage or
         liability arises out of or is based upon an untrue statement or alleged
         untrue statement or omission or alleged omission made in any
         Preliminary Prospectus, any preliminary prospectus supplement, the
         Registration Statement, the Prospectus as amended or supplemented and
         any other prospectus relating to the Shares, or any such amendment or
         supplement in reliance upon and in conformity with written information
         furnished to the Company by any Underwriter of Designated Shares
         through the Representatives expressly for use in the Prospectus as
         amended or supplemented relating to such Shares; and provided, further,
         that the Company shall not be liable to any Underwriter under the
         indemnity agreement in this subsection (a) with respect to any
         Preliminary Prospectus to the extent that any such loss, claim, damage
         or liability of such Underwriter results from the fact such Underwriter
         sold Shares to a person to whom there was not sent or given, at or
         prior to the written confirmation of such sale, a copy of the
         Prospectus (excluding documents incorporated by reference) or of the
         Prospectus as then amended or supplemented (excluding documents
         incorporated by reference) in any case where such delivery is required
         by the Act if the Company has


                                      -23-



         previously furnished copies thereof to such Underwriter and the loss,
         claim, damage or liability of such Underwriter results from an untrue
         statement or omission of a material fact contained in the Preliminary
         Prospectus which was corrected in the Prospectus (or the Prospectus as
         amended or supplemented).

                  (b) Each Underwriter will indemnify and hold harmless the
         Company against any losses, claims, damages or liabilities to which the
         Company may become subject, under the Act or otherwise, insofar as such
         losses, claims, damages or liabilities (or actions in respect thereof)
         arise out of or are based upon an untrue statement or alleged untrue
         statement of a material fact contained in any Preliminary Prospectus,
         any preliminary prospectus supplement, the Registration Statement, the
         Prospectus as amended or supplemented and any other prospectus relating
         to the Shares, or any amendment or supplement thereto, or arise out of
         or are based upon the omission or alleged omission to state therein a
         material fact required to be stated therein or necessary to make the
         statements therein not misleading, in each case to the extent, but only
         to the extent, that such untrue statement or alleged untrue statement
         or omission or alleged omission was made in any Preliminary Prospectus,
         any preliminary prospectus supplement, the Registration Statement, the
         Prospectus as amended or supplemented and any other prospectus relating
         to the Shares, or any such amendment or supplement in reliance upon and
         in conformity with written information furnished to the Company by such
         Underwriter through the Representatives expressly for use therein; and
         will reimburse the Company for any legal or other expenses reasonably
         incurred by the Company in connection with investigating or defending
         any such action or claim as such expenses are incurred.

                  (c) Promptly after receipt by an indemnified party under
         subsection (a) or (b) above of notice of the commencement of any
         action, such indemnified party shall, if a claim in respect thereof is
         to be made against the indemnifying party under such subsection, notify
         the indemnifying party in writing of the commencement thereof; but the
         omission so to notify the indemnifying party shall not relieve it from
         any liability which it may have to any indemnified party otherwise than
         under such subsection. In case any such action shall be brought against
         any


                                      -24-



         indemnified party and it shall notify the indemnifying party of the
         commencement thereof, the indemnifying party shall be entitled to
         participate therein and, to the extent that it shall wish, jointly with
         any other indemnifying party similarly notified, to assume the defense
         thereof, with counsel satisfactory to such indemnified party (who shall
         not, except with the consent of the indemnified party, be counsel to
         the indemnifying party), and, after notice from the indemnifying party
         to such indemnified party of its election so to assume the defense
         thereof, the indemnifying party shall not be liable to such indemnified
         party under such subsection for any legal expenses of other counsel or
         any other expenses, in each case subsequently incurred by such
         indemnified party, in connection with the defense thereof other than
         reasonable costs of investigation. No indemnifying party shall, without
         the written consent of the indemnified party, effect the settlement or
         compromise of, or consent to the entry of any judgment with respect to,
         any pending or threatened action or claim in respect of which
         indemnification or contribution may be sought hereunder (whether or not
         the indemnified party is an actual or potential party to such action or
         claim) unless such settlement, compromise or judgment (i) includes an
         unconditional release of the indemnified party from all liability
         arising out of such action or claim and (ii) does not include a
         statement as to, or an admission of, fault, culpability or a failure to
         act, by or on behalf of any indemnified party.

                  (d) If the indemnification provided for in this Section 8 is
         unavailable to or insufficient to hold harmless an indemnified party
         under subsection (a) or (b) above in respect of any losses, claims,
         damages or liabilities (or actions in respect thereof) referred to
         therein, then each indemnifying party shall contribute to the amount
         paid or payable by such indemnified party as a result of such losses,
         claims, damages or liabilities (or actions in respect thereof) in such
         proportion as is appropriate to reflect the relative benefits received
         by the Company on the one hand and the Underwriters of the Designated
         Shares on the other from the offering of the Designated Shares to which
         such loss, claim, damage or liability (or action in respect thereof)
         relates. If, however, the allocation provided by the immediately
         preceding sentence is not permitted by applicable law or if the
         indemnified party failed to give the notice required


                                      -25-



         under subsection (c) above, then each indemnifying party shall
         contribute to such amount paid or payable by such indemnified party in
         such proportion as is appropriate to reflect not only such relative
         benefits but also the relative fault of the Company on the one hand and
         the Underwriters of the Designated Shares on the other in connection
         with the statements or omissions which resulted in such losses, claims,
         damages or liabilities (or actions in respect thereof), as well as any
         other relevant equitable considerations. The relative benefits received
         by the Company on the one hand and such Underwriters on the other shall
         be deemed to be in the same proportion as the total net proceeds from
         such offering (before deducting expenses) received by the Company bear
         to the total underwriting discounts and commissions received by such
         Underwriters. The relative fault shall be determined by reference to,
         among other things, whether the untrue or alleged untrue statement of a
         material fact or the omission or alleged omission to state a material
         fact relates to information supplied by the Company on the one hand or
         such Underwriters on the other and the parties' relative intent,
         knowledge, access to information and opportunity to correct or prevent
         such statement or omission. The Company and the Underwriters agree that
         it would not be just and equitable if contribution pursuant to this
         subsection (d) were determined by pro rata allocation (even if the
         Underwriters were treated as one entity for such purpose) or by any
         other method of allocation which does not take account of the equitable
         considerations referred to above in this subsection (d). The amount
         paid or payable by an indemnified party as a result of the losses,
         claims, damages or liabilities (or actions in respect thereof) referred
         to above in this subsection (d) shall be deemed to include any legal or
         other expenses reasonably incurred by such indemnified party in
         connection with investigating or defending any such action or claim.
         Notwithstanding the provisions of this subsection (d), no Underwriter
         shall be required to contribute any amount in excess of the amount by
         which the total price at which the applicable Designated Shares
         underwritten by it and distributed to the public were offered to the
         public exceeds the amount of any damages which such Underwriter has
         otherwise been required to pay by reason of such untrue or alleged
         untrue statement or omission or alleged omission. No person guilty of
         fraudulent misrepresentation (within the meaning of Section


                                      -26-



         11(f) of the Act) shall be entitled to contribution from any person who
         was not guilty of such fraudulent misrepresentation. The obligations of
         the Underwriters of Designated Shares in this subsection (d) to
         contribute are several in proportion to their respective underwriting
         obligations with respect to such Shares and not joint.

                  (e) The obligations of the Company under this Section 8 shall
         be in addition to any liability which the Company may otherwise have
         and shall extend, upon the same terms and conditions, to each person,
         if any, who controls any Underwriter within the meaning of the Act; and
         the obligations of the Underwriters under this Section 8 shall be in
         addition to any liability which the respective Underwriters may
         otherwise have and shall extend, upon the same terms and conditions, to
         each officer and director of the Company and to each person, if any,
         who controls the Company within the meaning of the Act.

                  9. (a) If any Underwriter shall default in its obligation to
         purchase the Firm Shares or Optional Shares which it has agreed to
         purchase under the Pricing Agreement relating to such Designated
         Shares, the Representatives may in their discretion arrange for
         themselves or another party or other parties to purchase such Firm
         Shares or Optional Shares, as the case may be, on the terms contained
         herein. If within thirty-six hours after such default by any
         Underwriter the Representatives do not arrange for the purchase of such
         Designated Shares, then the Company shall be entitled to a further
         period of thirty-six hours within which to procure another party or
         other parties satisfactory to the Representatives to purchase such
         Designated Shares on such terms. In the event that, within the
         respective prescribed period, the Representatives notify the Company
         that they have so arranged for the purchase of such Designated Shares,
         or the Company notifies the Representatives that it has so arranged for
         the purchase of such Designated Shares, the Representatives or the
         Company shall have the right to postpone the Time of Delivery for such
         Designated Shares for a period of not more than seven days, in order to
         effect whatever changes may thereby be made necessary in the
         Registration Statement or the Prospectus as amended or supplemented, or
         in any other documents or arrangements, and the Company agrees to file
         promptly any amendments or supplements to the Registration Statement or
         the Prospectus which in the


                                      -27-



         opinion of the Representatives may thereby be made necessary. The term
         "Underwriter" as used in this Agreement shall include any person
         substituted under this Section with like effect as if such person had
         originally been a party to the Pricing Agreement with respect to such
         Designated Shares.

                  (b) If, after giving effect to any arrangements for the
         purchase of the Firm Shares or Optional Shares, as the case may be, of
         a defaulting Underwriter or Underwriters by the Representatives and the
         Company as provided in subsection (a) above, the aggregate principal
         amount of such Designated Shares which remains unpurchased does not
         exceed one-tenth of the aggregate principal amount of the Designated
         Shares, then the Company shall have the right to require each
         non-defaulting Underwriter to purchase the principal amount of
         Designated Shares which such Underwriter agreed to purchase under the
         Pricing Agreement relating to such Designated Shares and, in addition,
         to require each non-defaulting Underwriter to purchase its pro rata
         share (based on the principal amount of Designated Shares which such
         Underwriter agreed to purchase under such Pricing Agreement) of the
         Designated Shares of such defaulting Underwriter or Underwriters for
         which such arrangements have not been made; but nothing herein shall
         relieve a defaulting Underwriter from liability for its default.

                  (c) If, after giving effect to any arrangements for the
         purchase of the Firm Shares or Optional Shares, as the case may be, of
         a defaulting Underwriter or Underwriters by the Representatives and the
         Company as provided in subsection (a) above, the aggregate principal
         amount of Designated Shares which remains unpurchased exceeds one-tenth
         of the aggregate principal amount of the Designated Shares, as referred
         to in subsection (b) above, or if the Company shall not exercise the
         right described in subsection (b) above to require non-defaulting
         Underwriters to purchase Designated Shares of a defaulting Underwriter
         or Underwriters, then the Pricing Agreement relating to such Designated
         Shares shall thereupon terminate, without liability on the part of any
         non-defaulting Underwriter or the Company, except for the expenses to
         be borne by the Company and the Underwriters as provided in Section 6
         hereof and the indemnity and contribution agreements in


                                      -28-



         Section 8 hereof; but nothing herein shall relieve a defaulting
         Underwriter from liability for its default.

                  10. The respective indemnities, agreements, representations,
         warranties and other statements of the Company and the several
         Underwriters, as set forth in this Agreement or made by or on behalf of
         them, respectively, pursuant to this Agreement, shall remain in full
         force and effect, regardless of any investigation (or any statement as
         to the results thereof) made by or on behalf of any Underwriter or any
         controlling person of any Underwriter, or the Company, or any officer
         or director or controlling person of the Company, and shall survive
         delivery of and payment for the Shares.

                  11. If any Pricing Agreement shall be terminated pursuant to
         Section 9 hereof, the Company shall not then be under any liability to
         any Underwriter with respect to the Firm Shares or Optional Shares
         covered by such Pricing Agreement except as provided in Section 6 and
         Section 8 hereof; but, if for any other reason Designated Shares are
         not delivered by or on behalf of the Company as provided herein, the
         Company will reimburse the Underwriters through the Representatives for
         all out-of-pocket expenses approved in writing by the Representatives,
         including fees and disbursements of counsel, reasonably incurred by the
         Underwriters in making preparations for the purchase, sale and delivery
         of such Designated Shares, but the Company shall then be under no
         further liability to any Underwriter with respect to such Designated
         Shares except as provided in Section 6 and Section 8 hereof.

                  12. In all dealings hereunder, the Representatives of the
         Underwriters of Designated Shares shall act on behalf of each of such
         Underwriters, and the parties hereto shall be entitled to act and rely
         upon any statement, request, notice or agreement on behalf of any
         Underwriter made or given by such Representatives jointly or by such of
         the Representatives, if any, as may be designated for such purpose in
         the Pricing Agreement.

                  All statements, requests, notices and agreements hereunder
         shall be in writing, and if to the Underwriters shall be delivered or
         sent by mail, telex or facsimile transmission to the address of the
         Representatives as set forth in the Pricing Agreement; and if to the
         Company shall


                                      -29-



         be delivered or sent by mail, telex or facsimile transmission to the
         address of the Company set forth in the Registration Statement:
         Attention: Bruce A. Backberg, Esq., Senior Vice President; provided,
         however, that any notice to an Underwriter pursuant to Section 8(c)
         hereof shall be delivered or sent by mail, telex or facsimile
         transmission to such Underwriter at its address set forth in its
         Underwriters' Questionnaire, or telex constituting such Questionnaire,
         which address will be supplied to the Company by the Representatives
         upon request. Any such statements, requests, notices or agreements
         shall take effect upon receipt thereof.

                  13. This Agreement and each Pricing Agreement shall be binding
         upon, and inure solely to the benefit of, the Underwriters, the Company
         and, to the extent provided in Section 8 and Section 10 hereof, the
         officers and directors of the Company and each person who controls the
         Company or any Underwriter, and their respective heirs, executors,
         administrators, successors and assigns, and no other person shall
         acquire or have any right under or by virtue of this Agreement or any
         such Pricing Agreement. No purchaser of any of the Shares from any
         Underwriter shall be deemed a successor or assign by reason merely of
         such purchase.

                  14. Time shall be of the essence of each Pricing Agreement. As
         used herein, "business day" shall mean any day when the Commission's
         office in Washington, D.C. is open for business.

                  15. This Agreement and each Pricing Agreement shall be
         governed by and construed in accordance with the laws of the State of
         New York.

                  16. This Agreement and each Pricing Agreement may be executed
         by any one or more of the parties hereto and thereto in any number of
         counterparts, each of which shall be deemed to be an original, but all
         such respective counterparts shall together constitute one and the same
         instrument.

                  If the foregoing is in accordance with your understanding,
         please sign and return to us four counterparts hereof.



                                      -30-



                                   Very truly yours,

                                   THE ST. PAUL COMPANIES, INC.


                                   By:
                                      --------------------------
                                      Name:
                                      Title:


Accepted as of the date hereof:

[UNDERWRITERS]

BY:  [REPRESENTATIVE]



By:
   -----------------------------
   Name:
   Title:

On behalf of each of the Underwriters



                                      -31-






                                                                         ANNEX I

                                PRICING AGREEMENT

[UNDERWRITERS]
         As Representatives of the several
                  Underwriters named in Schedule I hereto,
[ADDRESS]

                                                                          [DATE]

Ladies and Gentlemen:

         The St. Paul Companies, Inc., a Minnesota corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated [ ], 200[ ](the "Underwriting Agreement"), between
the Company on the one hand and [UNDERWRITERS] on the other hand, to issue and
sell to the Underwriters named in Schedule I hereto (the "Underwriters") the
Shares specified in Schedule II hereto (the "Designated Shares"). Each of the
provisions of the Underwriting Agreement is incorporated herein by reference in
its entirety, and shall be deemed to be a part of this Agreement to the same
extent as if such provisions had been set forth in full herein; and each of the
representations and warranties set forth therein shall be deemed to have been
made at and as of the date of this Pricing Agreement, except that each
representation and warranty which refers to the Prospectus in Section 2 of the
Underwriting Agreement shall be deemed to be a representation or warranty as of
the date of the Underwriting Agreement in relation to the Prospectus (as therein
defined), and also a representation and warranty as of the date of this Pricing
Agreement in relation to the Prospectus as amended or supplemented relating to
the Designated Shares which are the subject of this Pricing Agreement. Each
reference to the Representatives herein and in the provisions of the
Underwriting Agreement so incorporated by reference shall be deemed to refer to
you. Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined. The Representatives designated to
act on behalf of the Representatives and on behalf of each of the Underwriters
of the Designated Shares pursuant to Section 12 of the Underwriting Agreement
and the address of the



Representatives referred to in such Section 12 are set forth at the end of
Schedule II hereto.

         An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Shares, in the form
heretofore delivered to you is now proposed to be filed with the Commission.

         Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, [(a)] the Company
agrees to issue and sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the Company, at
the time and place and at the purchase price to the Underwriters set forth in
Schedule II hereto, the principal amount of Designated Shares set forth opposite
the name of such Underwriter in Schedule I hereto and, [(b) in the event and to
the extent that the Underwriters shall exercise the election to purchase
Optional Shares, as provided below, the Company agrees to issue and sell to each
of the Underwriters, and each of the Underwriters agrees, severally and not
jointly, to purchase from the Company at the purchase price to the Underwriters
set forth in Schedule II hereto that portion of the number of Optional Shares as
to which such election shall have been exercised].

         [The Company hereby grants to each of the Underwriters the right to
purchase at their election up to the number of Optional Shares set forth
opposite the name of such Underwriter in Schedule I hereto on the terms referred
to in the paragraph above for the sole purpose of covering overallotments in the
sale of the Firm Shares. Any such election to purchase Optional Shares may be
exercised by written notice from the Representatives to the Company given within
a period of 30 calendar days after the date of this Pricing Agreement, setting
forth the aggregate number of Optional Shares to be purchased and the date on
which such Optional Shares are to be delivered, as determined by the
Representatives, but in no event earlier than the First Time of Delivery or,
unless the Representatives and the Company otherwise agree in writing, no
earlier than two or later than ten business days after the date of such notice].


                                      -2-



         If the foregoing is in accordance with your understanding, please sign
and return to us [ ] counterparts hereof [(one for the issuer and each of the
Representatives plus one for each Counsel)], and upon acceptance hereof by you,
on behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Company. It is understood that your acceptance of this letter on behalf
of each of the Underwriters is or will be pursuant to the authority set forth in
a form of Agreement among Underwriters, the form of which shall be submitted to
the Company for examination upon request, but without warranty on the part of
the Representatives as to the authority of the signers thereof.

                                          Very truly yours,

                                          THE ST. PAUL COMPANIES, INC.


                                          By:
                                             --------------------------
                                             Name:
                                             Title:


Accepted as of the date hereof:

[UNDERWRITERS]

BY:

By:
  -------------------------------
  Name:
  Title:

On behalf of each of the Underwriters



                                      -3-





                                   SCHEDULE I



                                                                            AMOUNT OF
                                                           AMOUNT OF        OPTIONAL
                                                           FIRM SHARES      SHARES TO
                                                           TO BE            BE
                  UNDERWRITER                              PURCHASED        PURCHASED
                  -----------                             -------------     ---------
                                                                     
[UNDERWRITER] ......................................      $                $
[UNDERWRITER] ......................................
[UNDERWRITER] ......................................

                  Total ............................      -------------    -----------
                                                          $                $
                                                          =============    ===========






                                   SCHEDULE II

TITLE OF DESIGNATED SHARES:

NUMBER OF DESIGNATED SHARES:

         Number of Firm Shares:

         Maximum Number of Optional Shares:

INITIAL OFFERING PRICE TO PUBLIC:

         [$[ ] per Share] [Formula]

PURCHASE PRICE BY UNDERWRITERS:

         [$[ ] per Share] [Formula]

[COMMISSION PAYABLE TO UNDERWRITERS:

$[ ] per Share in [specify same form of funds as in Specified Funds below]]

FORM OF DESIGNATED SHARES:

[Definitive form, to be made available for checking and packaging at least
twenty-four hours prior to the Time of Delivery at the office of [The Depository
Trust Company or its designated custodian] [the Representatives]]

[Book-entry only form represented by one or more global securities deposited
with The Depository Trust Company ("DTC") or its designated custodian, to be
made available for checking by the Representatives at least twenty-four hours
prior to the Time of Delivery at the office of DTC.]

SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:

[Federal (same day)]

[Describe any blackout provisions with respect to the Designated Shares]

TIME OF DELIVERY:

[   ] a.m.(New York City time), [               ], 200[ ]




CLOSING LOCATION:

NAMES AND ADDRESSES OF REPRESENTATIVES:

         Designated Representatives:

         Address for Notices, etc.:

[OTHER TERMS]:


                                      -2-

EX-1.4

                                                                     Exhibit 1.4

                          THE ST. PAUL COMPANIES, INC.



                       [ ] CONVERTIBLE DEBENTURES DUE [ ]

                                   ----------

                             Underwriting Agreement

                                                                          [Date]

[UNDERWRITERS]
         [As representatives of the several Underwriters
            named in Schedule 1 hereto,]
[c/o NAME]
         [ADDRESS]

Ladies and Gentlemen:

                  The St. Paul Companies, Inc., a Minnesota corporation (the
"Company"), proposes, subject to the terms and conditions stated herein, to
issue and sell to the firms named in Schedule I (such firms constituting the
"Underwriters") an aggregate of $[ ] of its [ ] Convertible Debentures Due
200[ ] (the "Securities"). The Securities will be convertible into shares of
[common stock], without par value (the "Common Stock"), of the Company. The
addressee firms are designated as representatives of the several Underwriters
(the "Representatives"). The term "Representatives also refers to a single firm
acting as sole representative of the Underwriters.

                  1. The Company represents and warrants to, and agrees with,
each of the Underwriters that:

                  (a) A registration statement on Form S-3 (File No.  ) (the
"Initial Registration Statement") in respect of the Securities, the Senior Debt
Securities of the Company, the Subordinated Debt Securities of the Company, the
Preferred Stock of the Company, the Common Stock of the Company, the Warrants of
the Company, the Preferred Securities of St. Paul Capital Trust II (the "Trust")
and the guarantee by the Company with respect to such Preferred Securities of
the Trust (the "Guarantee") has been filed




with the Securities and Exchange Commission (the "Commission"); the Initial
Registration Statement and any post-effective amendment thereto, each in the
form heretofore delivered or to be delivered to the Representatives and,
excluding exhibits to the Initial Registration Statement, but including all
documents incorporated by reference in the prospectus included in the latest
registration statement, to the Representatives for each of the other
Underwriters, have been declared effective by the Commission in such form; other
than a registration statement, if any, increasing the size of the offering (a
"Rule 462(b) Registration Statement"), filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act"), which became effective upon
filing, no other document with respect to the Initial Registration Statement or
documents incorporated by reference therein has heretofore been filed or
transmitted for filing with the Commission (other than prospectuses filed
pursuant to Rule 424(b) of the rules and regulations of the Commission under the
Act, each in the form heretofore delivered to the Representatives); and no stop
order suspending the effectiveness of any Initial Registration Statement, any
post-effective amendment thereto, or the Rule 462(b) Registration Statement, if
any, has been issued and no proceeding for that purpose has been initiated or
threatened by the Commission (any preliminary prospectus included in the Initial
Registration Statement or filed with the Commission pursuant to Rule 424(a)
under the Act, is hereinafter called a "Preliminary Prospectus"); the various
parts of the Initial Registration Statement, any post-effective amendment
thereto, and the Rule 462(b) Registration Statement, if any, including all
exhibits thereto and the documents incorporated by reference in the prospectus
contained in the Initial Registration Statement, at the time such part of the
Initial Registration Statements became effective but excluding Form T-l, each as
amended at the time such part of the Initial Registration Statements became
effective or such part of the Rule 462(b) Registration Statement, if any, became
or hereafter becomes effective, are hereinafter called the "Registration
Statement"; the prospectus relating to the Securities, in the form in which it
has most recently been filed, or transmitted for filing, with the Commission on
or prior to the date of this Agreement, being hereinafter called the
"Prospectus"; any reference herein to any Preliminary


                                      -2-



Prospectus or the Prospectus shall be deemed to refer to and include the
documents incorporated by reference therein pursuant to the applicable form
under the Act, as of the date of such Preliminary Prospectus or Prospectus, as
the case may be; any reference to any amendment or supplement to any Preliminary
Prospectus or the Prospectus shall be deemed to refer to and include any
documents filed after the date of such Preliminary Prospectus or Prospectus, as
the case may be, under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and incorporated by reference in such Preliminary Prospectus or
Prospectus, as the case may be; any reference to any amendment to the Initial
Registration Statement shall be deemed to refer to and include any annual report
of the Company filed pursuant to Sections 13(a) or 15(d) of the Exchange Act
after the effective date of the Initial Registration Statement that is
incorporated by reference in the Registration Statement; and any reference to
the Prospectus as amended or supplemented shall be deemed to refer to and
include the Prospectus as amended or supplemented in relation to the Securities
to be sold pursuant to this Agreement, in the form filed or transmitted for
filing with the Commission pursuant to Rule 424(b) under the Act and in
accordance with Section 5(a) hereof (including any documents incorporated by
reference therein as of the date of such filing);

                  (b) The documents incorporated by reference in the Prospectus,
when they became effective or were filed with the Commission, as the case may
be, conformed in all material respects to the requirements of the Act or the
Exchange Act, as applicable, and the rules and regulations of the Commission
thereunder, and none of such documents contained an untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading; and any further
documents so filed and incorporated by reference in the Prospectus or any
further amendment or supplement thereto, when such documents become effective or
are filed with the Commission, as the case may be, will conform in all material
respects to the requirements of the Act or the Exchange Act, as applicable, and
the rules and regulations of the Commission thereunder and will not contain an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading;


                                      -3-



provided, however, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with information
furnished in writing to the Company by an Underwriter through the
Representatives expressly for use in the Prospectus as amended or supplemented.

                  (c) The Registration Statement and the Prospectus conform, and
any further amendments or supplements to the Registration Statement or the
Prospectus will conform, in all material respects to the requirements of the Act
and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") and
the rules and regulations of the Commission thereunder and do not and will not,
as of the applicable effective date as to the Registration Statement and any
amendment thereto and as of the applicable filing date as to the Prospectus and
any amendment or supplement thereto, contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading; provided, however, that this
representation and warranty shall not apply to any statements or omissions made
in reliance upon and in conformity with information furnished in writing to the
Company by an Underwriter through the Representatives expressly for use in the
Prospectus as amended or supplemented.

                  (d) Neither the Company nor any of its subsidiaries has
sustained since the date of the latest audited financial statements included or
incorporated by reference in the Prospectus any direct loss or interference with
its business from fire, explosion, flood or other calamity, whether or not
covered by insurance, or from any labor dispute or court or governmental action,
order or decree, which is material to the Company and its subsidiaries taken as
a whole, otherwise than as set forth or contemplated in the Prospectus; and,
since the respective dates as of which information is given in the Registration
Statement and the Prospectus, there has not been any change in the capital stock
or long-term debt of the Company and its subsidiaries taken as a whole (other
than any decrease in the capital stock resulting from purchases under the
Company's Stock Repurchase Program and any increase resulting from the exercise
of stock options or the issuance of restricted shares under the Company's


                                      -4-



stock incentive and employee compensation plans, or the conversion of Series B
Convertible Preferred Stock) or any material adverse change, or any development
involving a prospective material adverse change, in or affecting the general
affairs, management, financial position, shareholders' equity or results of
operations of the Company and its subsidiaries taken as a whole, otherwise than
as set forth or contemplated in the Prospectus;

                  (e) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State of
Minnesota, with power and authority (corporate and other) to own its properties
and conduct its business as described in the Prospectus, and has been duly
qualified as a foreign corporation for the transaction of business and is in
good standing under the laws of each other jurisdiction in which it owns or
leases properties, or conducts any business, so as to require such
qualification, and is not subject to any material liability or disability by
reason of the failure to be so qualified in any such jurisdiction; and each of
the Company's principal subsidiaries (hereinafter called "Principal
Subsidiaries"), namely St. Paul Fire and Marine Insurance Company, United States
Fidelity and Guaranty Company and The John Nuveen Company, has been duly
incorporated and is validly existing as a corporation in good standing under the
laws of its jurisdiction of incorporation and has been duly qualified as a
foreign corporation for the transaction of business and is in good standing
under the laws of each other jurisdiction in which it owns or leases properties,
or conducts any business, so as to require such qualification;

                  (f) The Company has an authorized capitalization as set forth
in the Prospectus, and all of the issued shares of capital stock of the Company
have been duly authorized and validly issued and are fully paid and
non-assessable. The shares of the Common Stock issuable upon conversion of the
Securities have been duly and validly authorized and reserved for issuance and,
when issued in accordance with the provisions of the Securities and the
Indenture, will be duly and validly issued, fully paid and non-assessable and
will conform with the description of the Common Stock contained in the
Prospectus as amended or supplemented. All of the issued shares of capital stock
of each of St. Paul Fire and Marine Insurance Company, United


                                      -5-



States Fidelity and Guaranty Company and The John Nuveen Company held directly
or indirectly by the Company have been duly authorized and validly issued, are
fully paid and non-assessable and (except as disclosed in the Registration
Statement) all shares of the capital stock of such subsidiaries are owned
directly or indirectly by the Company, free and clear of all liens,
encumbrances, equities or claims;

                  (g) The Securities have been duly authorized by the Company,
and, when issued and delivered pursuant to this Agreement, will have been duly
executed, authenticated, issued and delivered and will constitute valid and
legally binding obligations of the Company entitled to the benefits provided by
the Indenture dated [ ], 200[ ](the "Indenture"), between the Company and
JPMorgan Chase Bank, as trustee, under which the Securities are to be issued,
and enforceable in accordance with their terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights and to general
equity principles;

                  (h) The Indenture has been duly authorized and duly qualified
under the Trust Indenture Act and, at the Time of Delivery for the Securities
(as defined in Section 4 hereof), the Indenture will constitute a valid and
legally binding instrument, enforceable in accordance with its terms, subject,
as to enforcement, to bankruptcy, insolvency, reorganization and other laws of
general applicability relating to or affecting creditors' rights and to general
equity principles; and the Indenture and the Securities will conform to the
descriptions thereof contained in the Prospectus as amended or supplemented;

                  (i) The issue and sale of the Securities and the shares of
Common Stock initially issuable upon conversion of the Securities and the
compliance by the Company with all of the provisions of the Securities, the
Indenture, this Agreement and the consummation of the transactions herein and
therein contemplated will not conflict with or result in a breach or violation
of any of the terms or provisions of, or constitute a default under, any
indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which the Company or any of its subsidiaries is a party or by
which the Company or any of


                                      -6-



its subsidiaries is bound or to which any of the property or assets of the
Company or any of its subsidiaries is subject, nor will such action result in
any violation of the provisions of the Restated Articles of Incorporation, as
amended, or the By-laws, as amended, of the Company or any statute or any order,
rule or regulation of any court or governmental agency or body having
jurisdiction over the Company or any of its subsidiaries or any of their
properties; and no consent, approval, authorization, order, registration or
qualification of or with any such court or governmental agency or body is
required for the issue and sale of the Securities or the consummation by the
Company of the transactions contemplated by this Agreement or the Indenture,
except such as have been, or will have been prior to the Time of Delivery,
obtained under the Act and the Trust Indenture Act and such consents, approvals,
authorizations, registrations or qualifications as may be required under state
securities or Blue Sky laws in connection with the purchase and distribution of
the Securities by the Underwriters;

                  (j) Neither the Company nor any of its subsidiaries is in
violation of its organizational documents or in default in the performance or
observance of any material obligation, agreement, covenant or condition
contained in any indenture, mortgage, deed of trust, loan agreement, lease or
other agreement or instrument to which it is a party or by which it or any of
its properties is or may be bound, which default might reasonably be expected to
result in a material adverse effect on the current or future consolidated
financial position, shareholders' equity, results of operation or business
prospects of the Company and its subsidiaries, taken as a whole;

                  (k) The statements set forth in the Prospectus under the
captions "Description of Debt Securities We May Offer", and "Description of Our
Common Stock", insofar as they purport to constitute a summary of the terms of
the Securities therein described, and, subject to the limitations set forth
therein, and under the caption "Plan of Distribution" insofar as it purports to
describe the provisions of the laws and documents referred to therein, are
accurate, complete and fair;

                  (l) Other than as set forth in the Prospectus, and other than
litigation (none of which is reasonably


                                      -7-



likely to be material) incidental to the kinds of business conducted by the
Company and its subsidiaries, there are no legal or governmental proceedings
pending to which the Company or any of its subsidiaries is a party, or of which
any property of the Company or any of its subsidiaries is the subject, which, if
determined adversely to the Company or any of its subsidiaries, would
individually or in the aggregate (after giving effect to any applicable
insurance, reinsurance or reserves therefor) have a material adverse effect on
the current or future consolidated financial position, shareholders' equity or
results of operations of the Company and its subsidiaries, taken as a whole;
and, to the best of the Company's knowledge, no such proceedings are threatened
or contemplated by governmental authorities or threatened by others;

                  (m) The Company is not and, after giving effect to each
offering and sale of the Securities will not be, an "investment company" or an
entity "controlled" by an "investment company", as such terms are defined in the
Investment Company Act of 1940, as amended (the "Investment Company Act");

                  (n) Immediately after any sale of Securities by the Company
hereunder, the aggregate amount of Securities which shall have been issued and
sold by the Company hereunder and of any convertible debentures of the Company
(other than such Securities) that shall have been issued and sold pursuant to
the registration statement will not exceed the amount of securities registered
under the registration statement; and

                  (o) KPMG LLP, who have certified certain financial statements
of the Company and its subsidiaries, are independent public accountants as
required by the Act and the rules and regulations of the Commission thereunder.

                  2. Subject to the terms and conditions herein set forth, the
Company agrees that it will sell to the Underwriters, and each of the
Underwriters, severally and not jointly, agrees to purchase from the Company, at
a purchase price of [ ]% of the principal amount thereof plus any accrued
[interest/original issue discount] from [ ], 200[ ] to the Time of Delivery (as
defined in Section 4 below), the amount of Securities set forth opposite the
name of such Underwriter in Schedule I hereto.


                                      -8-



                  3. Upon the authorization by the Representatives of the
release of the Securities, the Underwriters will offer the Securities for sale
to the public as set forth in the Prospectus as amended or supplemented.

                  4. The Securities to be purchased by the Underwriters will be
represented by one or more definitive global Securities in book-entry form which
will be deposited by or on behalf of the Company with The Depository Trust
Company ("DTC") or its designated custodian. The Company will deliver the
Securities to the Underwriters, against payment by the Underwriters of the
purchase price therefor by wire transfer of Federal (same-day) funds to the
account specified by the Company to the Underwriters at least twenty-four hours
in advance, by causing DTC to credit the Securities to the accounts of the
Underwriters at DTC. The Company will cause the certificates representing the
Securities to be made available to the Representatives for checking at least
twenty-four hours prior to the Time of Delivery (as defined below) at the office
of DTC or its designated custodian (the "Designated Office"). The time and date
of such delivery and payment shall be, with respect to the Securities, [ ] a.m.,
New York City time, on [ ], 200[ ] or such other time and date as the
Representatives and the Company may agree upon in writing. Such time and date
for delivery of the Securities is herein called the "Time of Delivery".

                  5. The Company agrees with each of the Underwriters of any
Designated Securities:

                  (a) To prepare the Prospectus as amended or supplemented in
relation to the Securities in a form approved by the Representatives and to file
such Prospectus pursuant to Rule 424(b) under the Act not later than the
Commission's close of business on the second business day following the
execution and delivery of this Agreement or, if applicable, such earlier time as
may be required by Rule 424(b); to make no further amendment or any supplement
to the Registration Statement or Prospectus as amended or supplemented after the
date of this Agreement and prior to the Time of Delivery for such Securities
which shall be disapproved by the Representatives for such Securities promptly
after reasonable notice thereof; to advise the


                                      -9-



Representatives promptly of any such amendment or supplement after such Time of
Delivery and furnish the Representatives with copies thereof; to file promptly
all reports and any definitive proxy or information statements required to be
filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act for so long as the delivery of a prospectus is
required in connection with the offering or sale of such Securities, and during
such same period to advise the Representatives, promptly after it receives
notice thereof, of the time when any amendment to the Registration Statement has
been filed or becomes effective or any supplement to the Prospectus or any
amended Prospectus has been filed with the Commission, of the issuance by the
Commission of any stop order or of any order preventing or suspending the use of
any prospectus relating to the Securities, of the suspension of the
qualification of such Securities for offering or sale in any jurisdiction, of
the initiation or threatening of any proceeding for any such purpose, or of any
request by the Commission for the amending or supplementing of the Registration
Statement or Prospectus or for additional information; and, in the event of the
issuance of any such stop order or of any such order preventing or suspending
the use of any prospectus relating to the Securities or suspending any such
qualification, to promptly use its best efforts to obtain the withdrawal of such
order;

                  (b) Promptly from time to time to take such action as the
Representatives may reasonably request to qualify the Securities for offering
and sale under the securities laws of such jurisdictions as the Representatives
may request and to comply with such laws so as to permit the continuance of
sales and dealings therein in such jurisdictions for as long as may be necessary
to complete the distribution of such Securities, provided that in connection
therewith the Company shall not be required to qualify as a foreign corporation
or to file a general consent to service of process in any jurisdiction;

                  (c) To furnish the Representatives with copies of the
Prospectus as amended or supplemented in such quantities as the Representatives
may from time to time reasonably request, and, if the delivery of a prospectus
is required at any time in connection with the offering or sale of the
Securities and if at such time any event shall


                                      -10-



have occurred as a result of which the Prospectus as then amended or
supplemented would include an untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made when such Prospectus
is delivered, not misleading, or, if for any other reason it shall be necessary
during such same period to amend or supplement the Prospectus or to file under
the Exchange Act any document incorporated by reference in the Prospectus in
order to comply with the Act, the Exchange Act or the Trust Indenture Act, to
notify the Representatives and upon their request to file such document and to
prepare and furnish without charge to each Underwriter and to any dealer in
securities as many copies as the Representatives may from time to time
reasonably request of an amended Prospectus or a supplement to the Prospectus
which will correct such statement or omission or effect such compliance;

                  (d) To make generally available to its security holders as
soon as practicable, but in any event not later than eighteen months after the
effective date of the Registration Statement (as defined in Rule 158(c) under
the Act), an earnings statement of the Company and its subsidiaries (which need
not be audited) complying with Section 11(a) of the Act and the rules and
regulations of the Commission thereunder (including at the option of the Company
Rule 158); and

                  (e) During the period beginning from the date of this
Agreement and continuing to and including the earlier of (i) the termination of
trading restrictions for the Securities, as notified to the Company by the
Representatives and (ii) the Time of Delivery for such Securities, not to offer,
sell, contract to sell or otherwise dispose of any convertible debentures of the
Company which are substantially similar to the Securities, without the prior
written consent of the Representatives; and

                  (f) If the Company elects to rely upon Rule 462(b), the
Company shall file a Rule 462(b) Registration Statement with the Commission in
compliance with Rule 462(b) by 10:00 P.M., Washington, D.C. time, on the date of
this Agreement, and the Company shall at the time of filing either pay to the
Commission the filing fee for the Rule


                                      -11-



462(b) Registration Statement or give irrevocable instructions for the payment
of such fee pursuant to Rule 111(b) under the Act.

                  6. The Company covenants and agrees with the several
Underwriters that the Company will pay or cause to be paid the following: (i)
the fees, disbursements and expenses of the Company's counsel and accountants in
connection with the registration of the Securities under the Act and all other
expenses in connection with the preparation, printing and filing of the
Registration Statement, any Preliminary Prospectus and the Prospectus and
amendments and supplements thereto and the mailing and delivering of copies
thereof to the Underwriters and dealers; (ii) the cost of printing or producing
any Agreement among Underwriters, this Agreement, the Indenture, any Blue Sky
and Legal Investment Memoranda, closing documents (including compilations
thereof) and any other documents in connection with the offering, purchase, sale
and delivery of the Securities; (iii) all expenses in connection with the
qualification of the Securities for offering and sale under state securities
laws as provided in Section 5(b) hereof, including the fees and disbursements of
counsel for the Underwriters in connection with such qualification and in
connection with the Blue Sky and Legal Investment Surveys; (iv) any fees charged
by securities rating services for rating the Securities; (v) any filing fees
incident to, and the fees and disbursements of counsel for the Underwriters in
connection with, any required review by the National Association of Securities
Dealers, Inc. of the terms of the sale of the Securities; (vi) the cost of
preparing the Securities; (vii) the fees and expenses of the Trustee and any
agent of the Trustee and the fees and disbursements of counsel for any Trustee
in connection with any Indenture and the Securities; and (viii) all other costs
and expenses incident to the performance of its obligations hereunder which are
not otherwise specifically provided for in this Section. It is understood,
however, that, except as provided in this Section, and Sections 8 and 11 hereof,
the Underwriters will pay all of their own costs and expenses, including the
fees of their counsel, transfer taxes on resale of any of the Securities by
them, and any advertising expenses connected with any offers they may make.


                                      -12-



                  7. The obligations of the Underwriters to purchase and pay for
the Securities shall be subject, in the discretion of the Representatives, to
the condition that all representations and warranties and other statements of
the Company in or incorporated by reference herein relating to such Securities
are, at and as of the Time of Delivery for the Securities, true and correct, the
condition that the Company shall have performed all of its obligations hereunder
theretofore to be performed, and the following additional conditions:

                  (a) The Prospectus shall have been filed with the Commission
pursuant to Rule 424(b) within the applicable time period prescribed for such
filing by the rules and regulations under the Act and in accordance with Section
5(a) hereof; if the Company has elected to rely upon Rule 462(b), the Rule
462(b) Registration Statement shall have become effective by 10:00 P.M.,
Washington, D.C. time, on the date of this Agreement; no stop order suspending
the effectiveness of the Registration Statement or any part thereof shall have
been issued and no proceeding for that purpose shall have been initiated or
threatened by the Commission; and all requests for additional information on the
part of the Commission shall have been complied with to the Representatives'
reasonable satisfaction;

                  (b) Sullivan & Cromwell shall have furnished to the
Representatives such written opinion or opinions, dated the Time of Delivery for
the Securities, with respect to the incorporation of the Company, the validity
of the Indenture, the Securities, the Common Stock, the Registration Statement,
the Prospectus as amended or supplemented and other related matters as the
Representatives may reasonably request, and such counsel shall have received
such papers and information as they may reasonably request to enable them to
pass upon such matters;

                  (c) Bruce A. Backberg, Esq., Senior Vice President for the
Company, or other counsel for the Company acceptable to the Representatives,
shall have furnished to the Representatives his written opinion, dated the Time
of Delivery, in form and substance satisfactory to the Representatives, to the
effect that:


                                      -13-



                           (i) The Company has been duly incorporated and is
                  validly existing as a corporation in good standing under the
                  laws of the State of Minnesota, with corporate power and
                  authority to own its properties and conduct its business as
                  described in the Prospectus as amended or supplemented;

                           (ii) The Company has an authorized share capital as
                  set forth in the Prospectus as amended or supplemented and all
                  of the issued shares of capital stock of the Company have been
                  duly authorized and validly issued and are fully paid and
                  non-assessable;

                           (iii) The Company has been duly qualified as a
                  foreign corporation for the transaction of business and is in
                  good standing under the laws of each jurisdiction in which, in
                  such counsel's opinion, the Company is required to be so
                  qualified or if the Company is not so qualified in any such
                  state or jurisdiction, the failure to so qualify would not,
                  considering all cases in the aggregate, involve a material
                  risk to the business, properties, financial position or
                  results of operation of the Company and its subsidiaries,
                  taken as a whole;

                           (iv) Each of the Principal Subsidiaries has been duly
                  incorporated and is validly existing as a corporation in good
                  standing under the laws of its jurisdiction of incorporation;
                  all of the issued shares of capital stock of each of St. Paul
                  Fire and Marine Insurance Company, United States Fidelity and
                  Guaranty Company and approximately 78% of the issued shares of
                  the capital stock of The John Nuveen Company have been duly
                  authorized and validly issued, are fully paid and
                  non-assessable, and (except as disclosed in the Registration
                  Statement) are owned directly or indirectly by the Company,
                  free and clear of all liens, encumbrances, equities or claims
                  (such counsel being entitled to rely in respect of the opinion
                  in this clause upon opinions of local counsel and in respect
                  of matters of fact upon certificates of officers of


                                      -14-



                  the Company or the Principal Subsidiaries, provided that such
                  counsel shall state that he believes that both the
                  Representatives and he are justified in relying upon such
                  opinions and certificates);

                           (v) To such counsel's knowledge, there are no legal
                  or governmental proceedings pending to which the Company or
                  any of its subsidiaries is a party or of which any property of
                  the Company or any of its subsidiaries is the subject, other
                  than as set forth in the Prospectus and other than litigation
                  or proceedings (none of which is reasonably likely to be
                  material) incident to the kinds of business conducted by the
                  Company and its subsidiaries, which, if determined adversely
                  to the Company or any of its subsidiaries, would individually
                  or in the aggregate (after giving effect to any applicable
                  insurance, reinsurance or reserves therefor) have a material
                  adverse effect on the consolidated financial position,
                  shareholders' equity or results of operations of the Company
                  and its subsidiaries, taken as a whole; and, to the best of
                  such counsel's knowledge, no such proceedings are threatened
                  or contemplated by governmental authorities or threatened by
                  others;

                           (vi) This Agreement has been duly authorized,
                  executed and delivered by the Company;

                           (vii) The Securities have been duly authorized,
                  executed, authenticated, issued and delivered and constitute
                  valid and legally binding obligations of the Company entitled
                  to the benefits provided by the Indenture; and the Securities
                  and the Indenture conform to the descriptions thereof in the
                  Prospectus as amended or supplemented;

                           (viii) The Indenture has been duly authorized,
                  executed and delivered by the Company and constitutes a valid
                  and legally binding obligation of the Company, enforceable in
                  accordance with its terms, subject, as to


                                      -15-



                  enforcement, to bankruptcy, insolvency, reorganization,
                  fraudulent transfer, fraudulent conveyance, moratorium and
                  similar laws of general applicability relating to or affecting
                  creditors' rights and to general equity principles; and the
                  Indenture has been duly qualified under the Trust Indenture
                  Act;

                           (ix) The issue and sale of the Securities, the
                  compliance by the Company with all of the provisions of the
                  Securities, the Indenture, this Agreement and the consummation
                  of the transactions herein contemplated will not conflict with
                  or result in a breach or violation of any of the terms or
                  provisions of, or constitute a default under, or result in the
                  creation or imposition of any lien, charge or encumbrance upon
                  any of the property or assets of the Company or any of its
                  subsidiaries pursuant to the terms of, any indenture,
                  mortgage, deed of trust, loan agreement or other agreement or
                  instrument known to such counsel to which the Company or any
                  of its subsidiaries is a party or by which the Company or any
                  of its subsidiaries is bound or to which any of the property
                  or assets of the Company or any of its subsidiaries is
                  subject, nor will such actions result in any violation of the
                  provisions of the Restated Articles of Incorporation, as
                  amended, or By-laws, as amended, of the Company or any statute
                  or any order, rule or regulation known to such counsel of any
                  court or governmental agency or body having jurisdiction over
                  the Company or any of its subsidiaries or any of their
                  properties;

                           (x) No consent, approval, authorization, order,
                  registration or qualification of or with any such court or
                  governmental agency or body is required for the issue and sale
                  of the Securities or the consummation by the Company of the
                  transactions contemplated by this Agreement or the Indenture,
                  except such as have been obtained under the Act and the Trust
                  Indenture Act and such consents, approvals, authorizations,
                  registrations or qualifications as may be required under state
                  securities or Blue Sky laws


                                      -16-



                  in connection with the purchase and distribution of the
                  Securities by the Underwriters;

                           (xi) Neither the Company nor any of its subsidiaries
                  is in violation of its organizational documents or in default
                  in the performance or observance of any obligation, agreement,
                  covenant or condition contained in any material indenture,
                  mortgage, deed of trust, loan agreement, lease or other
                  agreement or instrument to which it is a party or by which it
                  or any of its properties is or may be bound, except where any
                  such default does not have or would not reasonably be expected
                  to have a material adverse effect on the Company and its
                  subsidiaries taken as a whole.

                           (xii) The statements set forth in the Prospectus
                  under the captions "Description of Debt Securities We May
                  Offer" and "Description of Our Common Stock", insofar as they
                  purport to constitute a summary of the terms of the Securities
                  therein described, and, subject to the limitations set forth
                  therein, under the caption "Plan of Distribution" insofar as
                  it purports to describe the provisions of the laws and
                  documents referred to therein, are accurate, complete and
                  fair;

                           (xiii) The Company is not and, after giving effect to
                  each offering and sale of the Securities will not be, an
                  "investment company" or an entity "controlled" by an
                  "investment company", as such terms are defined in the
                  Investment Company Act;

                           (xiv) The documents incorporated by reference in the
                  Prospectus as amended or supplemented (other than the
                  financial statements and related schedules therein, as to
                  which such counsel need express no opinion), when they became
                  effective or were filed with the Commission, as the case may
                  be, complied as to form in all material respects with the
                  requirements of the Act or the Exchange Act, as applicable,
                  and the rules and regulations of the Commission thereunder;
                  and such counsel has no reason to believe that any of such
                  documents, when they became effective or were so filed, as the
                  case may be, contained, in the case of the registration
                  statement which became effective under the Act, an untrue
                  statement of a material fact or omitted to state a material
                  fact required to be stated therein or necessary to make the
                  statements therein not misleading, or, in the case of other
                  documents which were filed under the Act or the Exchange Act
                  with the Commission, an untrue statement of a material fact or
                  omitted to state a material fact necessary in order to make
                  the statements therein, in the light of the


                                      -17-



                  circumstances under which they were made when such documents
                  were so filed, not misleading; and

                           (xv) The Registration Statement and the Prospectus
                  as amended or supplemented and any further amendments and
                  supplements thereto made by the Company prior to the date of
                  such opinion for the Securities (other than the financial
                  statements and related schedules therein, as to which such
                  counsel need express no opinion) comply as to form in all
                  material respects with the requirements of the Act and the
                  Trust Indenture Act and the rules and regulations thereunder;
                  such counsel has no reason to believe that, as of its
                  effective date, the Registration Statement or any further
                  amendment thereto made by the Company prior to the date of
                  such opinion (other than the financial statements and related
                  schedules therein, as to which such counsel need express no
                  opinion) contained an untrue statement of a material fact or
                  omitted to state a material fact required to be stated therein
                  or necessary to make the statements therein not misleading or
                  that, as of its date, the Prospectus as amended or
                  supplemented or any further amendment or supplement thereto
                  made by the Company prior to the date of such opinion (other
                  than the financial statements and related schedules therein,
                  as to which such counsel need express no opinion) contained an
                  untrue statement of a material fact or omitted to state a
                  material fact necessary to make the statements therein, in
                  light of the circumstances in which they were made, not
                  misleading or that, as of the date of such opinion, either the
                  Registration Statement or the Prospectus as amended or
                  supplemented or any further amendment or supplement thereto
                  made by the Company prior to the date of such opinion (other
                  than the financial statements and related schedules therein,
                  as to which such counsel need express no opinion) contains an
                  untrue statement of a material fact or omits to state a
                  material fact necessary to make the statements therein, in
                  light of the circumstances in which they were made, not
                  misleading; and such counsel does not know of any amendment to
                  the Registration


                                      -18-



                  Statement required to be filed or any contracts or other
                  documents of a character required to be filed as an exhibit to
                  the Registration Statement or required to be incorporated by
                  reference into the Prospectus as amended or supplemented or
                  required to be described in the Registration Statement or the
                  Prospectus as amended or supplemented which are not filed or
                  incorporated by reference or described as required;

                           (xvi) provided that in lieu of the delivery of the
                  opinion set forth in paragraph (iv) of this Section 7(c) as to
                  The John Nuveen Company, such counsel may cause Alan G.
                  Berkshire, Vice President and General Counsel to The John
                  Nuveen Company, to deliver an opinion as to such matters,
                  dated the Time of Delivery for such Securities.

                  (d) On the date of this Agreement and at the Time of Delivery
for the Securities, KPMG LLP who have certified the financial statements of the
Company and its subsidiaries included or incorporated by reference in the
Registration Statement shall have furnished to the Representatives a letter,
dated the effective date of the Registration Statement or the date of the most
recent report filed with the Commission containing financial statements and
incorporated by reference in the Registration Statement, if the date of such
report is later than such effective date, and a letter dated the Time of
Delivery, respectively and, with respect to such letter dated the Time of
Delivery, as to such other matters as the Representatives may reasonably request
and in form and substance satisfactory to the Representatives;

                  (e) (i) Neither the Company nor any of its Principal
Subsidiaries shall have sustained since the date of the latest audited financial
statements included or incorporated by reference in the Prospectus as amended or
supplemented any loss or interference with its business from fire, explosion,
flood or other calamity, whether or not covered by insurance, or from any labor
dispute or court or governmental action, order or decree, otherwise than as set
forth or contemplated in the Prospectus as amended or supplemented, and (ii)
since the respective dates as of which information is given in the Prospectus as


                                      -19-



amended or supplemented there shall not have been any change in the capital
stock or long-term debt of the Company and its subsidiaries taken as a whole
(other than any decrease in the capital stock resulting from purchases under the
Company's Stock Repurchase Program and any increase in the capital stock
resulting from the exercise of stock options or the issuance of restricted
shares under the Company's stock incentive and employee compensation plans, or
the conversion of Series B Convertible Preferred Stock) or any change, or any
development involving a prospective change, in or affecting the general affairs,
management, financial position, shareholders' equity or results of operations of
the Company and its subsidiaries taken as a whole, otherwise than as set forth
or contemplated in the Prospectus as amended or supplemented relative to the
Securities, the effect of which, in any such case described in clause (i) or
(ii), is in the judgment of the Representatives so material and adverse as to
make it impracticable or inadvisable to proceed with the public offering or the
delivery of the Securities on the terms and in the manner contemplated in the
Prospectus;

                  (f) On or after the date of this Agreement(i) no downgrading
shall have occurred in the rating accorded the Company's debt securities or the
Company's financial strength or claims paying ability by any "nationally
recognized statistical rating organization," as that term is defined by the
Commission for purposes of Rule 436(g)(2) under the Act and (ii) other than as
disclosed in the Prospectus as amended or supplemented, no such organization
shall have publicly announced or otherwise given notice to the Company that it
has under surveillance, review or watch, with possible negative implications,
its rating of any of the Company's debt securities or the Company's financial
strength or claims paying ability, or of any review for a possible change
therein that does not indicate the direction of the possible change;

                  (g) On or after the date of this Agreement there shall not
have occurred any of the following: (i) a suspension or material limitation in
trading in securities generally on the New York Stock Exchange; (ii) a
suspension or material limitation in trading the Company's securities on the New
York Stock Exchange; (iii) a general moratorium on commercial banking activities
in New York declared by either Federal or New York State authorities or a
material


                                      -20-



disruption in the commercial banking or securities settlement or clearance
services in the United States; or (iv) the outbreak or escalation of hostilities
involving the United States or the declaration by the United States of a
national emergency or war or the occurrence of any other calamity or crisis or
change in financial, political or economic conditions in the United States or
elsewhere if the effect of any such event specified in this clause (iv) in the
judgment of the Representatives makes it impracticable or inadvisable to proceed
with the public offering or the delivery of the Securities on the terms and in
the manner contemplated in the Prospectus as amended or supplemented;

                  (h) The Company shall have furnished or caused to be furnished
to the Representatives at the Time of Delivery for the Securities a certificate
or certificates of officers of the Company satisfactory to the Representatives
as to the accuracy of the representations and warranties of the Company herein
at and as of such Time of Delivery, as to the performance by the Company of all
of its obligations hereunder to be performed at or prior to such Time of
Delivery, as to the matters set forth in subsections (a) and (f) of this Section
and as to such other matters as the Representatives may reasonably request.

                  8. (a) The Company will indemnify and hold harmless each
Underwriter against any losses, claims, damages or liabilities, joint or
several, to which such Underwriter may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon an untrue statement or alleged
untrue statement of a material fact contained in any Preliminary Prospectus, any
preliminary prospectus supplement, the Registration Statement, the Prospectus as
amended or supplemented and any other prospectus relating to the Securities, or
any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
will reimburse each Underwriter for any legal or other expenses reasonably
incurred by such Underwriter in connection with investigating or defending any
such action or claim as such expenses are incurred; provided, however,


                                      -21-



that the Company shall not be liable in any such case to the extent that any
such loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
any Preliminary Prospectus, any preliminary prospectus supplement, the
Registration Statement, the Prospectus as amended or supplemented and any other
prospectus relating to the Securities, or any such amendment or supplement in
reliance upon and in conformity with written information furnished to the
Company by any Underwriter through the Representatives expressly for use in the
Prospectus as amended or supplemented relating to such Securities; and provided,
further, that the Company shall not be liable to any Underwriter under the
indemnity agreement in this subsection (a) with respect to any Preliminary
Prospectus to the extent that any such loss, claim, damage or liability of such
Underwriter results from the fact such Underwriter sold Securities to a person
to whom there was not sent or given, at or prior to the written confirmation of
such sale, a copy of the Prospectus (excluding documents incorporated by
reference) or of the Prospectus as then amended or supplemented (excluding
documents incorporated by reference) in any case where such delivery is required
by the Act if the Company has previously furnished copies thereof to such
Underwriter and the loss, claim, damage or liability of such Underwriter results
from an untrue statement or omission of a material fact contained in the
Preliminary Prospectus which was corrected in the Prospectus (or the Prospectus
as amended or supplemented).

                  (b) Each Underwriter will indemnify and hold harmless the
Company against any losses, claims, damages or liabilities to which the Company
may become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact
contained in any Preliminary Prospectus, any preliminary prospectus supplement,
the Registration Statement, the Prospectus as amended or supplemented and any
other prospectus relating to the Securities, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, in each case to the extent, but only to
the


                                      -22-



extent, that such untrue statement or alleged untrue statement or omission or
alleged omission was made in any Preliminary Prospectus, any preliminary
prospectus supplement, the Registration Statement, the Prospectus as amended or
supplemented and any other prospectus relating to the Securities, or any such
amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by such Underwriter through the
Representatives expressly for use therein; and will reimburse the Company for
any legal or other expenses reasonably incurred by the Company in connection
with investigating or defending any such action or claim as such expenses are
incurred.

                  (c) Promptly after receipt by an indemnified party under
subsection (a) or (b) above of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under such subsection. In case any such
action shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemnifying
party), and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party shall
not be liable to such indemnified party under such subsection for any legal
expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof other
than reasonable costs of investigation. No indemnifying party shall, without the
written consent of the indemnified party, effect the settlement or compromise
of, or consent to the entry of any judgment with respect to, any pending or
threatened action or claim in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified party is an actual or
potential party to such


                                      -23-



action or claim) unless such settlement, compromise or judgment (i) includes an
unconditional release of the indemnified party from all liability arising out of
such action or claim and (ii) does not include a statement as to, or an
admission of, fault, culpability or a failure to act, by or on behalf of any
indemnified party.

                  (d) If the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and the Underwriters
of the Securities on the other from the offering of the Securities to which such
loss, claim, damage or liability (or action in respect thereof) relates. If,
however, the allocation provided by the immediately preceding sentence is not
permitted by applicable law or if the indemnified party failed to give the
notice required under subsection (c) above, then each indemnifying party shall
contribute to such amount paid or payable by such indemnified party in such
proportion as is appropriate to reflect not only such relative benefits but also
the relative fault of the Company on the one hand and the Underwriters of the
Securities on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities (or actions in respect
thereof), as well as any other relevant equitable considerations. The relative
benefits received by the Company on the one hand and such Underwriters on the
other shall be deemed to be in the same proportion as the total net proceeds
from such offering (before deducting expenses) received by the Company bear to
the total underwriting discounts and commissions received by such Underwriters.
The relative fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company on the one hand or such Underwriters on the other and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or


                                      -24-



omission. The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this subsection (d) were determined by pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this subsection (d). The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages or liabilities (or actions in respect thereof) referred to above in this
subsection (d) shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending
any such action or claim. Notwithstanding the provisions of this subsection (d),
no Underwriter shall be required to contribute any amount in excess of the
amount by which the total price at which the applicable Securities underwritten
by it and distributed to the public were offered to the public exceeds the
amount of any damages which such Underwriter has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The obligations of the
Underwriters of the Securities in this subsection (d) to contribute are several
in proportion to their respective underwriting obligations with respect to such
Securities and not joint.

                  (e) The obligations of the Company under this Section 8 shall
be in addition to any liability which the Company may otherwise have and shall
extend, upon the same terms and conditions, to each person, if any, who controls
any Underwriter within the meaning of the Act; and the obligations of the
Underwriters under this Section 8 shall be in addition to any liability which
the respective Underwriters may otherwise have and shall extend, upon the same
terms and conditions, to each officer and director of the Company and to each
person, if any, who controls the Company within the meaning of the Act.

                  9. (a) If any Underwriter shall default in its obligation to
purchase the Securities which it has agreed to purchase hereunder, the
Representatives may in their discretion arrange for themselves or another party
or other


                                      -25-



parties to purchase such Securities on the terms contained herein. If within
thirty-six hours after such default by any Underwriter the Representatives do
not arrange for the purchase of such Securities, then the Company shall be
entitled to a further period of thirty-six hours within which to procure another
party or other parties satisfactory to the Representatives to purchase such
Securities on such terms. In the event that, within the respective prescribed
period, the Representatives notify the Company that they have so arranged for
the purchase of such Securities, or the Company notifies the Representatives
that it has so arranged for the purchase of such Securities, the Representatives
or the Company shall have the right to postpone the Time of Delivery for such
Securities for a period of not more than seven days, in order to effect whatever
changes may thereby be made necessary in the Registration Statement or the
Prospectus as amended or supplemented, or in any other documents or
arrangements, and the Company agrees to file promptly any amendments or
supplements to the Registration Statement or the Prospectus which in the opinion
of the Representatives may thereby be made necessary. The term "Underwriter" as
used in this Agreement shall include any person substituted under this Section
with like effect as if such person had originally been a party to this
Agreement.

                  (b) If, after giving effect to any arrangements for the
purchase of the Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of such Securities which remains unpurchased does not
exceed one-tenth of the aggregate principal amount of the Securities, then the
Company shall have the right to require each non-defaulting Underwriter to
purchase the principal amount of Securities which such Underwriter agreed to
purchase under this Agreement and, in addition, to require each non-defaulting
Underwriter to purchase its pro rata share (based on the principal amount of
Securities which such Underwriter agreed to purchase under this Agreement) of
the Securities of such defaulting Underwriter or Underwriters for which such
arrangements have not been made; but nothing herein shall relieve a defaulting
Underwriter from liability for its default.

                  (c) If, after giving effect to any arrangements for the
purchase of the Securities of a defaulting


                                      -26-



Underwriter or Underwriters by the Representatives and the Company as provided
in subsection (a) above, the aggregate principal amount of Securities which
remains unpurchased exceeds one-tenth of the aggregate principal amount of the
Securities, as referred to in subsection (b) above, or if the Company shall not
exercise the right described in subsection (b) above to require non-defaulting
Underwriters to purchase Securities of a defaulting Underwriter or Underwriters,
then this Agreement shall thereupon terminate, without liability on the part of
any non-defaulting Underwriter or the Company, except for the expenses to be
borne by the Company and the Underwriters as provided in Section 6 hereof and
the indemnity and contribution agreements in Section 8 hereof; but nothing
herein shall relieve a defaulting Underwriter from liability for its default.

                  10. The respective indemnities, agreements, representations,
warranties and other statements of the Company and the several Underwriters, as
set forth in this Agreement or made by or on behalf of them, respectively,
pursuant to this Agreement, shall remain in full force and effect, regardless of
any investigation (or any statement as to the results thereof) made by or on
behalf of any Underwriter or any controlling person of any Underwriter, or the
Company, or any officer or director or controlling person of the Company, and
shall survive delivery of and payment for the Securities.

                  11. If this Agreement shall be terminated pursuant to Section
9 hereof, the Company shall not then be under any liability to any Underwriter
with respect to the Securities covered by this Agreement except as provided in
Section 6 and Section 8 hereof; but, if for any other reason Securities are not
delivered by or on behalf of the Company as provided herein, the Company will
reimburse the Underwriters through the Representatives for all out-of-pocket
expenses approved in writing by the Representatives, including fees and
disbursements of counsel, reasonably incurred by the Underwriters in making
preparations for the purchase, sale and delivery of such Securities, but the
Company shall then be under no further liability to any Underwriter with respect
to such Securities except as provided in Section 6 and Section 8 hereof.


                                      -27-



                  12. In all dealings hereunder, the Representatives of the
Underwriters shall act on behalf of each of such Underwriters, and the parties
hereto shall be entitled to act and rely upon any statement, request, notice or
agreement on behalf of any Underwriter made or given by such Representatives
jointly or by such of the Representatives, if any, as may be designated for such
purpose in this Agreement

                           (i) All statements, requests, notices and agreements
                  hereunder shall be in writing, and if to the Underwriters
                  shall be delivered or sent by mail, telex or facsimile
                  transmission to the address of the Representatives in care of
                  [ ]; and if to the Company shall be delivered or sent by mail,
                  telex or facsimile transmission to the address of the Company
                  set forth in the Registration Statement: Attention: Bruce A.
                  Backberg, Esq., Senior Vice President; provided, however, that
                  any notice to an Underwriter pursuant to Section 8(c) hereof
                  shall be delivered or sent by mail, telex or facsimile
                  transmission to such Underwriter at its address set forth in
                  its Underwriters' Questionnaire, or telex constituting such
                  Questionnaire, which address will be supplied to the Company
                  by the Representatives upon request. Any such statements,
                  requests, notices or agreements shall take effect upon receipt
                  thereof.

                  13. This Agreement shall be binding upon, and inure solely to
the benefit of, the Underwriters, the Company and, to the extent provided in
Section 8 and Section 10 hereof, the officers and directors of the Company and
each person who controls the Company or any Underwriter, and their respective
heirs, executors, administrators, successors and assigns, and no other person
shall acquire or have any right under or by virtue of this Agreement. No
purchaser of any of the Securities from any Underwriter shall be deemed a
successor or assign by reason merely of such purchase.

                  14. Time shall be of the essence of this Agreement. As used
herein, "business day" shall mean any day when the Commission's office in
Washington, D.C. is open for business.


                                      -28-



                  15. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.

                  16. This Agreement may be executed by any one or more of the
parties hereto and thereto in any number of counterparts, each of which shall be
deemed to be an original, but all such respective counterparts shall together
constitute one and the same instrument.



                                      -29-




                  If the foregoing is in accordance with your understanding,
please sign and return to us four counterparts hereof.

                                    Very truly yours,

                                    THE ST. PAUL COMPANIES, INC.



                                    By:
                                       ---------------------------------
                                       Name:
                                       Title:


Accepted as of the date hereof:

[UNDERWRITERS]

BY:  [REPRESENTATIVE]



By:
   -------------------------------------
   Name:
   Title:

On behalf of each of the Underwriters




                                      -30-

                                   SCHEDULE I




                                                                                PRINCIPAL
                                                                                AMOUNT OF
                                                                               SECURITIES
                                                                                 TO BE
                                        UNDERWRITER                             PURCHASED
                                        -----------                             ---------
                                                                               
[UNDERWRITER] ...............................................................   $
[UNDERWRITER] ...............................................................
[UNDERWRITER] ...............................................................

                  Total......................................................
                                                                                ----------
                                                                                $
                                                                                ==========




                                       -1-

EX-1.5

                                                                     Exhibit 1.5

                          THE ST. PAUL COMPANIES, INC.
                            ST. PAUL CAPITAL TRUST II
                          ____% [PREFERRED SECURITIES]
                         ($__ STATED LIQUIDATION AMOUNT)

                                  ------------

                             Underwriting Agreement

                                                                          [Date]

[UNDERWRITERS]
         [As representatives of the several Underwriters
         named in Schedule 1 hereto,]
[c/o NAME]
         [ADDRESS]

Ladies and Gentlemen:

                  The St. Paul Companies, Inc. (the "Company"), a Minnesota
corporation, and St. Paul Capital Trust II (the "Trust"), a statutory business
trust created under the Business Trust Act of the State of Delaware (the
"Delaware Business Trust Act") propose that the Trust issue and sell to the
firms named in Schedule I hereto (such firms constituting the "Underwriters")
its [ ]% Trust Preferred Securities (the "Firm Securities"), representing
undivided preferred beneficial interests in the assets of the Trust, which will
be guaranteed by the Company (the "Guarantee") as to the payment of
distributions, and as to payments on liquidation or redemption, to the extent
that the Trust has funds on hand legally available therefor, as set forth in a
Preferred Securities Guarantee Agreement (the "Guarantee Agreement") between the
Company and JPMorgan Chase Bank, as trustee (the "Guarantee Trustee"). In
addition, subject to the terms and conditions herein, the Company and the Trust
propose to grant the Underwriters an option to purchase up to [ ] additional
[ ]% Trust Preferred Securities (the "Optional Securities"). The Firm Securities
and the Optional Securities are herein called the "Securities".



                  The proceeds of the sale of the Securities and the common
securities of the Trust (the "Common Trust Securities" and, together with the
Securities, the "Trust Securities") to be sold by the Trust to the Company are
to be invested in [ ]% Junior Subordinated Debentures due [      ], 200[ ](the
"Debentures") of the Company to be issued pursuant to an Indenture (the
"Indenture") between the Company and JPMorgan Chase Bank, as trustee (the
"Trustee"). The Trust Securities will be issued pursuant to, and governed by the
Amended and Restated Declaration of Trust, dated as of [     ], 200[ ] (the
"Declaration") among the Company, Chase Manhattan Bank USA, National
Association, as the Delaware Trustee (the "Delaware Trustee"), JPMorgan Chase
Bank, as the institutional trustee, and the administrative trustees named
therein. The Declaration, the Indenture and the Guarantee Agreement will be
qualified under the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act").

         1. The Company and the Trust, jointly and severally represent and
warrant to, and agree with, each of the Underwriters that:

                  (a) A registration statement on Form S-3, as amended (File No.
[o]), the "Initial Registration Statement") in respect of the Securities, the
Debentures and the Guarantee has been filed with the Securities and Exchange
Commission (the "Commission"); the Initial Registration Statement and any
post-effective amendment thereto, each in the form heretofore delivered or to be
delivered to the Representatives and, excluding exhibits to the Initial
Registration Statement, but including all documents incorporated by reference in
the prospectus included in the latest registration statement, to the
Representatives for each of the other Underwriters, have been declared effective
by the Commission in such form; other than a registration statement, if any,
increasing the size of the offering (a "Rule 462(b) Registration Statement"),
filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the
"Act"), which became effective upon filing, no other document with respect to
the Initial Registration Statement or documents incorporated by reference
therein has heretofore been filed or transmitted for filing with the Commission
(other than prospectuses filed pursuant to Rule 424(b) of the rules and
regulations of the Commission


                                      -2-


under the Act, each in the form heretofore delivered to the Representatives);
and no stop order suspending the effectiveness of any Initial Registration
Statement, any post-effective amendment thereto, or the Rule 462(b) Registration
Statement, if any, has been issued and no proceeding for that purpose has been
initiated or threatened by the Commission (any preliminary prospectus included
in the Initial Registration Statements or filed with the Commission pursuant to
Rule 424(a) under the Securities Act of 1933, as amended (the "Act"), is
hereinafter called a "Preliminary Prospectus"); the various parts of the Initial
Registration Statements, any post-effective amendment thereto, and the Rule
462(b) Registration Statements, if any, including all exhibits thereto and the
documents incorporated by reference in the prospectus contained in the Initial
Registration Statement, at the time such part of the Initial Registration
Statements became effective but excluding Form T-l, each as amended at the time
such part of the Initial Registration Statement became effective or such part of
the Rule 462(b) Registration Statement, if any, became or hereafter becomes
effective, are hereinafter called the "Registration Statement"; the prospectus
relating to the Securities, in the form in which it has most recently been
filed, or transmitted for filing, with the Commission on or prior to the date of
this Agreement, being hereinafter called the "Prospectus"; any reference herein
to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and
include the documents incorporated by reference therein pursuant to the
applicable form under the Act, as of the date of such Preliminary Prospectus or
Prospectus, as the case may be; any reference to any amendment or supplement to
any Preliminary Prospectus or the Prospectus shall be deemed to refer to and
include any documents filed after the date of such Preliminary Prospectus or
Prospectus, as the case may be, under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and incorporated by reference in such Preliminary
Prospectus or Prospectus, as the case may be; any reference to any amendment to
the Initial Registration Statements shall be deemed to refer to and include any
annual report of the Company filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act after the effective date of the Initial Registration Statement that
is incorporated by reference in the Registration Statement; and any reference to
the Prospectus as amended or supplemented shall be deemed to refer to and
include the Prospectus as amended or


                                      -3-


supplemented in relation to the applicable Securities to be sold pursuant to
this Agreement, in the form filed or transmitted for filing with the Commission
pursuant to Rule 424(b) under the Act and in accordance with Section 5(a) hereof
(including any documents incorporated by reference therein as of the date of
such filing);

         (b) The documents incorporated by reference in the Prospectus, when
they became effective or were filed with the Commission, as the case may be,
conformed in all material respects to the requirements of the Act or the
Exchange Act, as applicable, and the rules and regulations of the Commission
thereunder, and none of such documents contained an untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading; and any further
documents so filed and incorporated by reference in the Prospectus or any
further amendment or supplement thereto, when such documents become effective or
are filed with the Commission, as the case may be, will conform in all material
respects to the requirements of the Act or the Exchange Act, as applicable, and
the rules and regulations of the Commission thereunder and will not contain an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading;
provided, however, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with information
furnished in writing to the Company by an Underwriter through the
Representatives expressly for use in the Prospectus as amended or supplemented
relating to the Securities;

         (c) The Registration Statement and the Prospectus conform, and any
further amendments or supplements to the Registration Statement or the
Prospectus will conform, in all material respects to the requirements of the Act
and the Trust Indenture Act and the rules and regulations of the Commission
thereunder and do not and will not, as of the applicable effective date as to
the Registration Statement and any amendment thereto and as of the applicable
filing date as to the Prospectus and any amendment or supplement thereto,
contain an untrue statement of a material fact or omit to state a material


                                      -4-


fact required to be stated therein or necessary to make the statements therein
not misleading; provided, however, that this representation and warranty shall
not apply to any statements or omissions made in reliance upon and in conformity
with information furnished in writing to the Company by an Underwriter through
the Representatives expressly for use in the Prospectus as amended or
supplemented relating to the Securities;

         (d) Neither the Trust, the Company nor any of its subsidiaries has
sustained since the date of the latest audited financial statements included or
incorporated by reference in the Prospectus any direct loss or interference with
its business from fire, explosion, flood or other calamity, whether or not
covered by insurance, or from any labor dispute or court or governmental action,
order or decree, which is material to the Company and its subsidiaries taken as
a whole, otherwise than as set forth or contemplated in the Prospectus; and,
since the respective dates as of which information is given in the Registration
Statement and the Prospectus, there has not been any change in the capital stock
or long-term debt of the Trust or the Company and its subsidiaries taken as a
whole (other than any decrease in the capital stock resulting from purchases by
the Company under its Stock Repurchase Program and any increase resulting from
the exercise of stock options or the issuance of restricted shares under the
Company's stock incentive and employee compensation plans, or the conversion of
Series B Convertible Preferred Stock) or any material adverse change, or any
development involving a prospective material adverse change, in or affecting the
general affairs, management, financial position, shareholders' equity or results
of operations of the Trust or the Company and its subsidiaries taken as a whole,
otherwise than as set forth or contemplated in the Prospectus as amended or
supplemented;

         (e) The Trust has been duly formed and is validly existing as a
statutory business trust in good standing under the Delaware Business Trust Act
with the power and authority (trust and other) to enter into this Agreement, to
own property and to conduct its business as described in the Prospectus, and has
conducted and will conduct no business other than the transactions contemplated
by this Agreement and the Declaration and as


                                      -5-


described in the Prospectus, as amended or supplemented; the Trust is not a
party to or bound by any agreement or instrument other than this Agreement, the
Declaration, and the agreements and instruments contemplated by the Declaration
and described in the Prospectus as amended or supplemented; the Trust has no
liabilities or obligations other than those arising out of the transactions
contemplated by this Agreement and the Declaration and described in the
Prospectus as amended or supplemented; based on expected operations and current
law, the Trust is not and will not be classified as an association taxable as a
corporation for United States federal income tax purposes; the Trust is not a
party to or subject to any action, suit or proceeding of any nature;

         (f) The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Minnesota, with
power and authority (corporate and other) to own its properties and conduct its
business as described in the Prospectus, and has been duly qualified as a
foreign corporation for the transaction of business and is in good standing
under the laws of each other jurisdiction in which it owns or leases properties,
or conducts any business, so as to require such qualification, and is not
subject to any material liability or disability by reason of the failure to be
so qualified in any such jurisdiction; and each of the Company's principal
subsidiaries (hereinafter called "Principal Subsidiaries"), namely St. Paul Fire
and Marine Insurance Company, United States Fidelity and Guaranty Company and
The John Nuveen Company, has been duly incorporated and is validly existing as a
corporation in good standing under the laws of its jurisdiction of incorporation
and has been duly qualified as a foreign corporation for the transaction of
business and is in good standing under the laws of each other jurisdiction in
which it owns or leases properties, or conducts any business, so as to require
such qualification;

         (g) The Company has an authorized capitalization as set forth in the
Prospectus, and all of the issued shares of capital stock of the Company have
been duly authorized and validly issued and are fully paid and non-assessable;
all of the issued shares of capital stock of each of St. Paul Fire and Marine
Insurance Company, United States Fidelity and Guaranty Company and The John
Nuveen


                                      -6-


Company held directly or indirectly by the Company have been duly authorized and
validly issued, are fully paid and non-assessable; (except as disclosed in the
Registration Statement) all shares of the capital stock of such subsidiaries are
owned directly or indirectly by the Company, free and clear of all liens,
encumbrances, equities or claims; and all of the outstanding beneficial
interests in the assets of the Trust have been duly authorized and issued, are
fully-paid and non-assessable and conform to the description thereof contained
in the Prospectus;

         (h) The Securities have been duly and validly authorized by the Trust,
and, when issued and delivered against payment therefor as provided herein, will
be duly and validly issued and fully paid and non-assessable undivided
beneficial interests in the assets of the Trust and will conform to the
description thereof contained in the Prospectus; the issuance of the Securities
is not subject to preemptive or other similar rights; the Securities will have
the rights set forth in the Declaration; the holders of the Securities will 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;

         (i) The Common Trust Securities have been duly and validly authorized
by the Company and upon delivery at each Time of Delivery (as defined herein) by
the Trust to the Company against payment therefor as described in the
Prospectus, will be duly and validly issued and fully paid and non-assessable
undivided beneficial interests in the assets of the Trust and will conform to
the description thereof contained in the Prospectus; the issuance of the Common
Trust Securities is not subject to preemptive or other similar rights; at each
Time of Delivery, all of the issued and outstanding Common Trust Securities of
the Trust will be directly owned by the Company free and clear of all liens,
encumbrances, security interests, equities or claims; the Common Trust
Securities will have the rights set forth in the Declaration; and the Trust
Securities are the only interests authorized to be issued by the Trust;

         (j) The Debentures have been duly authorized by the Company, and, when
the Debentures are issued and delivered pursuant to this Agreement, they will be
duly


                                      -7-


executed, authenticated, issued and delivered and will constitute valid and
legally binding obligations of the Company entitled to the benefits provided by
the Indenture; the Indenture has been duly authorized and, when validly executed
and delivered by the Company and the Trustee, and when duly qualified under the
Trust Indenture Act, at the Time of Delivery for the Firm Securities (as defined
in Section 3 hereof), will constitute a valid and legally binding instrument,
enforceable in accordance with its terms, subject, as to enforcement, to
bankruptcy, insolvency, reorganization and other laws of general applicability
relating to or affecting creditors' rights and to general equity principles; the
Guarantee Agreement and the Declaration have each been duly authorized and each,
when validly executed and delivered by the Company and (i) in the case of the
Guarantee Agreement, by the Guarantee Trustee and (ii) in the case of the
Declaration, by the Institutional Trustee and the Delaware Trustee, will
constitute a valid and legally binding instrument, enforceable in accordance
with its terms, subject, as to enforcement, to bankruptcy, insolvency,
reorganization and other laws of general applicability relating to or affecting
creditors' rights and to general equity principles; and the Indenture, the
Guarantee Agreement and the Declaration conform, and the Debentures will
conform, to the descriptions thereof contained in the Prospectus as amended or
supplemented;

         (k) The issue and sale of the Debentures underlying the Trust
Securities by the Company, the compliance by the Company with all of the
provisions of this Agreement, the Guarantee Agreement, the Declaration and the
Indenture, and the consummation of the transactions herein and therein
contemplated will not conflict with or result in a breach or violation of any of
the terms or provisions of, or constitute a default under, any indenture,
mortgage, deed of trust, loan agreement or other agreement or instrument to
which the Company or any of its subsidiaries is a party or by which the Company
or any of its subsidiaries is bound or to which any of the property or assets of
the Company or any of its subsidiaries is subject, nor will such action result
in any violation of the provisions of the Restated Articles of Incorporation, as
amended, or the By-laws, as amended, of the Company or any statute or any order,
rule or regulation of any court or governmental agency or body having
jurisdiction over the


                                      -8-


Company or any of its subsidiaries or any of their properties; and no consent,
approval, authorization, order, registration or qualification of or with any
such court or governmental agency or body is required for the issue and sale of
the Debentures underlying the Trust Securities by the Company, or the
consummation by the Company of the transactions contemplated by this Agreement,
the Indenture, the Guarantee Agreement and the Declaration, except such as have
been, or will have been prior to the Time of Delivery, obtained under the Act
and the Trust Indenture Act and such consents, approvals, authorizations,
registrations or qualifications as may be required under state securities or
Blue Sky laws in connection with the purchase and distribution of the Securities
by the Underwriters;

         (l) The issue and sale of the Securities by the Trust, the purchase of
the Debentures underlying the Trust Securities by the Trust, the compliance by
the Trust with all of the provisions of this Agreement and the Declaration, and
the consummation of the transactions herein and therein contemplated will not
conflict with or result in a breach or violation of any of the terms or
provisions of, or constitute a default under, any indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument to which the Trust is a
party or by which the Trust is bound or to which any of the property or assets
of the Trust is subject, nor will such action result in any violation of the
provisions of the Declaration or any statute or any order, rule or regulation of
any court or governmental agency or body having jurisdiction over the Trust or
any of its properties; and no consent, approval, authorization, order,
registration or qualification of or with any such court or governmental agency
or body is required for the issue and sale of the Trust Securities by the Trust,
the purchase of the Debentures underlying such Trust Securities by the Trust or
the consummation by the Trust of the transactions contemplated by this Agreement
and the Declaration, except such as have been, or will have been prior to the
Time of Delivery, obtained under the Act and the Trust Indenture Act and such
consents, approvals, authorizations, registrations or qualifications as may be
required under state securities or Blue Sky laws in connection with the purchase
and distribution of the Securities by the Underwriters;


                                      -9-


         (m) The Trust is not in violation of the Declaration, and as of each
Time of Delivery, will not be in violation of the Declaration; neither the
Company nor any of its subsidiaries is in violation of its organizational
documents; and neither the Trust nor the Company or any of its subsidiaries is
in default in the performance or observance of any material obligation,
agreement, covenant or condition contained in any indenture, mortgage, deed of
trust, loan agreement, lease or other agreement or instrument to which it is a
party or by which it or any of its properties is or may be bound;

         (n) The statements set forth in the Prospectus as amended or
supplemented under the captions "Description of the Preferred Securities that
the Trust May Offer" and "Description of the Trust Guarantee", insofar as they
purport to constitute a summary of the terms of the securities therein
described, and, subject to the limitations set forth therein, under the caption
"Certain Federal Income Tax Consequences", and under the caption "Underwriting"
insofar as they purport to describe the provisions of the laws and documents
referred to therein, are accurate, complete and fair;

         (o) Other than as set forth in the Prospectus as amended or
supplemented, and other than litigation (none of which is reasonably likely to
be material) incidental to the kinds of business conducted by the Company and
its subsidiaries, there are no legal or governmental proceedings pending to
which the Trust, the Company or any of its subsidiaries is a party, or of which
any property of the Trust, the Company or any of its subsidiaries is the
subject, which, if determined adversely to the Trust, the Company or any of its
subsidiaries, would individually or in the aggregate (after giving effect to any
applicable insurance, reinsurance or reserves therefor) have a material adverse
effect on the current or future consolidated financial position, shareholders'
equity or results of operations of the Trust or the Company and its
subsidiaries, taken as a whole; and, to the best of the Company's knowledge, no
such proceedings are threatened or contemplated by governmental authorities or
threatened by others;

         (p) Neither the Company nor the Trust is and, after giving effect to
the sale of the Securities


                                      -10-


hereunder, neither the Company nor the Trust will be, an "investment company" or
an entity "controlled" by an "investment company", as such terms are defined in
the Investment Company Act of 1940, as amended (the "Investment Company Act");

         (q) Immediately after any sale of Securities by the Trust hereunder,
the aggregate amount of Securities which shall have been issued and sold by the
Trust hereunder that shall have been issued and sold pursuant to the
Registration Statement will not exceed the aggregate stated liquidation amount
of trust securities registered under the Registration Statement; and

         (r) KPMG LLP, who have certified certain financial statements of the
Company and its subsidiaries, are independent public accountants as required by
the Act and the rules and regulations of the Commission thereunder.

     2. Subject to the terms and conditions herein set forth, (a) the Company
and the Trust agree that the Trust will sell to each of the Underwriters, and
each of the Underwriters, severally and not jointly, agrees to purchase from the
Trust, at a purchase price of $[ ] per Firm Security, the number of Firm
Securities set forth opposite the name of such Underwriter in Schedule 1 hereto,
and (b) in the event and to the extent that the Underwriters shall exercise
their election to purchase Optional Securities as provided in the paragraph
below, the Company and the Trust agree that the Trust will sell to each of the
Underwriters and each of the Underwriters agrees, severally and not jointly, to
purchase from the Trust at the purchase price set forth in clause (a) of this
paragraph, a number of Optional Securities (to be adjusted by you to eliminate
fractional Securities) determined by multiplying such number of Optional
Securities by a fraction, the numerator of which is the maximum number of
Optional Securities set forth opposite the name of such Underwriter in Schedule
I hereto and the denominator of which is the maximum number of Optional
Securities set forth in total opposite the names of all such Underwriters in
Schedule I hereto.

         The Company and the Trust, as and to the extent indicated in Schedule I
hereto, hereby grant, severally and not jointly, to the Underwriters the right
to purchase at their election up to [ ] Optional Securities, at the


                                      -11-


purchase price per Security set forth in clause (a) of the paragraph above, for
the sole purpose of covering overallotments in the sale of Firm Securities. Any
such election to purchase Optional Securities may be exercised only by written
notice from the Representatives to the Company and the Trust, given within a
period of 15 calendar days after the date of this Agreement and setting forth
the aggregate number of Optional Securities to be purchased and the date on
which such Optional Securities are to be delivered, as determined by the
Representatives but in no event earlier than the First Time of Delivery (as
defined in Section 4 hereof) or, unless the Representatives and the Company
otherwise agree in writing, earlier than two or later than ten business days
after the date of such notice.

     3. Upon the authorization by the Representatives of the release of the Firm
Securities, the several Underwriters propose to offer such Firm Securities for
sale upon the terms and conditions set forth in the Prospectus.

     4. The Securities to be purchased by each Underwriter hereunder shall be
delivered by or on behalf of the Trust to the Representatives, on behalf of the
Underwriters, through the facilities of The Depository Trust Company ("DTC") or
its designated custodian for the account of such Underwriter, against payment by
or on behalf of such Underwriter of the purchase price therefore by wire
transfer of Federal (same-day) funds to the account specified by the Trust. The
Trust will cause the certificates representing the Securities to be made
available for checking and packaging at least twenty-four hours prior to the
Time of Delivery (defined below) with respect thereto at the office of DTC or
its designated custodian (the "Designated Office"). The time and date of such
delivery shall be, for the Firm Shares, [       ], 200[ ], at 9:30 a.m. New York
City time or such other time that the Representatives and the Company may agree
upon in writing, and with respect to the Optional Shares, at 9:30 a.m. New York
City time, on the date specified by the Representatives in the written notice
given by the Representatives of the Underwriters' election to purchase such
purchase such Optional Securities, or such other time and date as the
Representatives, the Company and the Trust may agree upon in writing. Such time
and date for delivery of the Firm Shares is herein called the "First Time of
Delivery", such time and date for the delivery of the


                                      -12-


Optional Shares, if not the First Time of Delivery, is herein called the "Second
Time of Delivery", and each such time and date for delivery is herein called a
"Time of Delivery".

         At each Time of Delivery, the Trust or the Company will pay, or cause
to be paid, the commission payable at such Time of Delivery to the Underwriters
under Section 2 hereof by wire transfer of Federal (same-day) funds to the
account specified by the Representatives.

     5. The Company and the Trust, jointly and severally, agree with each of the
Underwriters:

         (a) To prepare the Prospectus in a form approved by the Representatives
and to file such Prospectus pursuant to Rule 424(b) under the Act not later than
the Commission's close of business on the second business day following the
execution and delivery of this Agreement or, if applicable, such earlier time as
may be required by Rule 430A(a)(3); to make no further amendment or any
supplement to the Registration Statement or Prospectus prior to the last Time of
Delivery for such Securities which shall be disapproved by the Representatives
for such Securities promptly after reasonable notice thereof; to advise the
Representatives promptly of any such amendment or supplement after such Time of
Delivery and furnish the Representatives with copies thereof; to file promptly
all reports and any definitive proxy or information statements required to be
filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act for so long as the delivery of a prospectus is
required in connection with the offering or sale of such Securities, and during
such same period to advise the Representatives, promptly after it receives
notice thereof, of the time when any amendment to the Registration Statement has
been filed or becomes effective or any supplement to the Prospectus or any
amended Prospectus has been filed with the Commission, of the issuance by the
Commission of any stop order or of any order preventing or suspending the use of
any prospectus relating to the Securities, of the suspension of the
qualification of such Securities for offering or sale in any jurisdiction, of
the initiation or threatening of any proceeding for any such purpose, or of any
request by the Commission for the amending or supplementing of the Registration
Statement or


                                      -13-


Prospectus or for additional information; and, in the event of the issuance of
any such stop order or of any such order preventing or suspending the use of any
prospectus relating to the Securities or suspending any such qualification, to
promptly use its best efforts to obtain the withdrawal of such order;

         (b) Promptly from time to time to take such action as the
Representatives may reasonably request to qualify such Securities for offering
and sale under the securities or Blue Sky laws of such jurisdictions within the
United States as the Representatives may request and to continue such
qualifications in effect for so long as required to complete the distribution of
such Securities, provided that in connection therewith neither the Company nor
the Trust shall be required to qualify as a foreign corporation or to file a
general consent to service of process in any jurisdiction;

         (c) To furnish the Representatives with copies of the Prospectus as
amended or supplemented in such quantities as the Representatives may from time
to time reasonably request, and, if the delivery of a prospectus is required at
any time in connection with the offering or sale of the Securities and if at
such time any event shall have occurred as a result of which the Prospectus as
then amended or supplemented would include an untrue statement of a material
fact or omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made
when such Prospectus is delivered, not misleading, or, if for any other reason
it shall be necessary during such same period to amend or supplement the
Prospectus or to file under the Exchange Act any document incorporated by
reference in the Prospectus in order to comply with the Act, the Exchange Act or
the Trust Indenture Act, to notify the Representatives and upon their request to
file such document and to prepare and furnish without charge to each Underwriter
and to any dealer in securities as many copies as the Representatives may from
time to time reasonably request of an amended Prospectus or a supplement to the
Prospectus which will correct such statement or omission or effect such
compliance;

         (d) To make generally available to its security holders as soon as
practicable, but in any event not later


                                      -14-


than eighteen months after the effective date of the Registration Statement (as
defined in Rule 158(c) under the Act), an earnings statement of the Company and
its subsidiaries (which need not be audited) complying with Section 11(a) of the
Act and the rules and regulations of the Commission thereunder (including, at
the option of the Company, Rule 158);

         (e) If the Company and the Trust elect to rely upon Rule 462(b), the
Company and the Trust shall file a Rule 462(b) Registration Statement with the
Commission in compliance with Rule 462(b) by 10:00 P.M., Washington, D.C. time,
on the date of this Agreement, and the Company shall at the time of filing
either pay to the Commission the filing fee for the Rule 462(b) Registration
Statement or give irrevocable instructions for the payment of such fee pursuant
to Rule 111(b) under the Act;

         (f) To use the net proceeds received by it from the sale of the
Securities pursuant to this Agreement in the manner specified in the Prospectus
under the caption "Use of Proceeds";

         (g) To use their best efforts to list, subject to notice of issuance,
the Securities on the New York Stock Exchange (the "Exchange"); and

         (h) Not to invest, reinvest or otherwise use the proceeds received by
the Trust and the Company in such a manner, or take any action, or omit to take
any action, that would cause the Company or the Trust to become an "investment
company" as that term is defined in the Investment Company Act.

     6. The Company and the Trust, jointly and severally, covenant and agree
with the several Underwriters that the Company or the Trust will pay or cause to
be paid the following: (i) the fees, disbursements and expenses of the Company's
counsel and accountants in connection with the registration of the Securities
under the Act and all other expenses in connection with the preparation,
printing and filing of the Registration Statement, any Preliminary Prospectus
and the Prospectus and amendments and supplements thereto and the mailing and
delivering of copies thereof to the Underwriters and dealers in the United
States; (ii) the cost of printing or producing any


                                      -15-


Agreement among Underwriters, this Agreement, the Indenture, any Blue Sky and
Legal Investment Memoranda, closing documents (including compilations thereof)
and any other documents in connection with the offering, purchase, sale and
delivery of the Securities; (iii) all expenses in connection with the
qualification of the Securities for offering and sale under state securities
laws as provided in Section 5(b) hereof, including the fees and disbursements of
counsel for the Underwriters in connection with such qualification and in
connection with the Blue Sky and Legal Investment Surveys; (iv) any fees charged
by securities rating services for rating the Securities; (v) any filing fees
incident to, and the fees and disbursements of counsel for the Underwriters in
connection with, any required review by the National Association of Securities
Dealers, Inc. of the terms of the sale of the Securities; (vi) all fees and
expenses in connection with listing any of the Securities on the Exchange and
the cost of registering the Securities under the Act (vii) the cost of preparing
the Securities and the Debentures; (viii) the fees and expenses of each of the
Institutional Trustee, the Delaware Trustee, the Guarantee Trustees, and the
trustee under the Indenture and any agent of any such trustee and the fees and
disbursements of counsel for any such trustee in connection with the Indenture
and the Securities; (ix) the cost and charges of any transfer agent or
registrar; (x) the cost and charges of DTC; and (xi) all other costs and
expenses incident to the performance of its obligations hereunder which are not
otherwise specifically provided for in this Section. It is understood, however,
that, except as provided in this Section, and Sections 8 and 11 hereof, the
Underwriters will pay all of their own costs and expenses, including the fees of
their counsel, transfer taxes on resale of any of the Securities by them, and
any advertising expenses connected with any offers they may make.

     7. The obligations of the Underwriters hereunder as to the Securities to be
delivered at each Time of Delivery shall be subject, in the discretion of the
Representatives, to the condition that all representations and warranties and
other statements of the Company and the Trust herein are, at and as of such Time
of Delivery, true and correct, the condition that the Company and the Trust
shall have performed all of its and their obligations hereunder theretofore to
be performed, and the following additional conditions:


                                      -16-



         (a) The Prospectus as amended or supplemented shall have been filed
with the Commission pursuant to Rule 424(b) within the applicable time period
prescribed for such filing by the rules and regulations under the Act and in
accordance with Section 5(a) hereof; if the Company and the Trust have elected
to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have
become effective by 10:00 P.M., Washington, D.C. time, on the date of this
Agreement; no stop order suspending the effectiveness of the Registration
Statement or any part thereof shall have been issued and no proceeding for that
purpose shall have been initiated or threatened by the Commission; and all
requests for additional information on the part of the Commission shall have
been complied with to the Representatives' reasonable satisfaction;

         (b) Sullivan & Cromwell shall have furnished to the Representatives
such written opinion or opinions, dated the Time of Delivery for the Securities,
with respect to the incorporation of the Company, the validity of the Debentures
and the Guarantee, the Registration Statement, the Prospectus and other related
matters as the Representatives may reasonably request, and such counsel shall
have received such papers and information as they may reasonably request to
enable them to pass upon such matters; provided that in respect of certain
matters of Minnesota law, such counsel shall be entitled to rely upon an opinion
or opinions of Bruce A. Backberg, Esq.;

         (c) Bruce A. Backberg, Esq., Senior Vice President for the Company, or
other counsel for the Company and the Trust acceptable to the Representatives,
shall have furnished to the Representatives his written opinion, dated the Time
of Delivery for the Securities, in form and substance satisfactory to the
Representatives, to the effect that:

                  (i) The Company has been duly incorporated and is validly
         existing as a corporation in good standing under the laws of the State
         of Minnesota, with corporate power and authority to own its properties
         and conduct its business as described in the Prospectus as amended or
         supplemented;


                                      -17-


                  (ii) The Company has an authorized share capital as set forth
         in the Prospectus and all of the issued shares of capital stock of the
         Company have been duly authorized and validly issued and are fully paid
         and non-assessable;

                  (iii) The Company has been duly qualified as a foreign
         corporation for the transaction of business and is in good standing
         under the laws of each jurisdiction in which, in such counsel's
         opinion, the Company is required to be so qualified or if the Company
         is not so qualified in any such state or jurisdiction, the failure to
         so qualify would not, considering all cases in the aggregate, involve a
         material risk to the business, properties, financial position or
         results of operation of the Company and its subsidiaries, taken as a
         whole;

                  (iv) Each of the Principal Subsidiaries has been duly
         incorporated and is validly existing as a corporation in good standing
         under the laws of its jurisdiction of incorporation; all of the issued
         shares of capital stock of each of St. Paul Fire and Marine Insurance
         Company, United States Fidelity and Guaranty Company and approximately
         78% of the issued shares of capital stock of The John Nuveen Company
         have been duly authorized and validly issued, are fully paid and
         non-assessable, and are owned directly or indirectly by the Company,
         free and clear of all liens, encumbrances, equities or claims (such
         counsel being entitled to rely in respect of the opinion in this clause
         upon opinions of local counsel and in respect of matters of fact upon
         certificates of officers of the Company or the Principal Subsidiaries,
         provided that such counsel shall state that he believes that both the
         Representatives and he are justified in relying upon such opinions and
         certificates);

                  (v) To such counsel's knowledge, there are no legal or
         governmental proceedings pending to


                                      -18-


         which the Trust, the Company or any of its subsidiaries is a party or
         of which any property of the Trust, the Company or any of its
         subsidiaries is the subject, other than as set forth in the Prospectus,
         as amended or supplemented and other than litigation or proceedings
         (none of which is reasonably likely to be material) incident to the
         kinds of business conducted by the Company and its subsidiaries, which,
         if determined adversely to the Company or any of its subsidiaries,
         would individually or in the aggregate (after giving effect to any
         applicable insurance, reinsurance or reserves therefor) have a material
         adverse effect on the consolidated financial position, shareholders'
         equity or results of operations of the Company and its subsidiaries,
         taken as a whole; and, to the best of such counsel's knowledge, no such
         proceedings are threatened or contemplated by governmental authorities
         or threatened by others;

                  (vi) This Agreement has been duly authorized, executed and
         delivered by the Company and the Trust;

                  (vii) To such counsel's knowledge, the Trust is not a party to
         or bound by any agreement or instrument other than this Agreement, the
         Declaration, and the agreements and instruments contemplated by the
         Declaration and described in the Prospectus as amended or supplemented;
         to such counsel's knowledge, the Trust has no liabilities or
         obligations other than those arising out of the transactions
         contemplated by this Agreement and the Declaration and described in the
         Prospectus as amended or supplemented; to the best of such counsel's
         knowledge, there are no legal or governmental proceedings pending to
         which the Trust is a party or of which any property of the Trust is the
         subject and no such proceedings are threatened or contemplated by
         governmental authorities or threatened by others;

                  (viii) The Common Trust Securities conform to the description
         thereof contained in the Prospectus as amended or supplemented; and to


                                      -19-


         such counsel's knowledge, all of the issued and outstanding Common
         Trust Securities of the Trust are directly owned by the Company free
         and clear of all liens, encumbrances, security interests, equities or
         claims;

                  (ix) Each of the Guarantee Agreement, the Indenture and the
         Debentures has been duly authorized and constitutes a valid and legally
         binding obligation of the Company, enforceable in accordance with its
         terms, subject, as to enforcement, to bankruptcy, insolvency,
         reorganization, fraudulent transfer, fraudulent conveyance, moratorium
         and similar laws of general applicability relating to or affecting
         creditors' rights and to general equity principles (whether such
         principles are considered in a proceeding in equity or in law); the
         Declaration, the Indenture and the Guarantee Agreement have been duly
         qualified under the Trust Indenture Act; the Debentures are entitled to
         the benefits of the Indenture; and the Guarantee Agreement, the
         Declaration, the Indenture and the Debentures conform to the
         descriptions thereof in the Prospectus, as amended or supplemented;

                  (x) The issue and sale of the Securities and the Common Trust
         Securities by the Trust, the issue and sale of the Debentures
         underlying such Trust Securities by the Company, the compliance by the
         Company and the Trust, as applicable, with all of the provisions of
         this Agreement, the Guarantee Agreement, the Declaration and the
         Indenture and the consummation of the transactions herein and therein
         contemplated will not conflict with or result in a breach or violation
         of any of the terms or provisions of, or constitute a default under any
         indenture, mortgage, deed of trust, loan agreement or other agreement
         or instrument known to such counsel to which the Company or any of its
         subsidiaries is a party or by which the Company or any of its
         subsidiaries is bound, or to which any of the property or assets of the
         Company or any of its subsidiaries is subject, nor will such actions


                                      -20-


         result in any violation of the provisions of the Restated Articles of
         Incorporation or by-laws of the Company or the articles of
         incorporation or by-laws (or similar documents) of any of its
         subsidiaries or any statute or any order, rule or regulation known to
         such counsel of any court, insurance regulatory authority or other
         governmental agency or body having jurisdiction over the Company or any
         of its subsidiaries or any of their properties; no consent of or with
         any court or governmental agency or body is required for the issue and
         sale of the Securities and the Common Trust Securities by the Trust,
         the issue and sale of the Debentures underlying such Trust Securities
         by the Company, the compliance by the Company and the Trust, as
         applicable, with all of the provisions of this Agreement, the Guarantee
         Agreement, the Declaration or the Indenture or the consummation of the
         transactions herein or therein contemplated, except for (A) the
         registration under the Act of the Securities, the Debentures and the
         Guarantee, (B) the approval and registration of the Securities with the
         Exchange, which has been obtained, (C) such as have been obtained under
         the Trust Indenture Act and (D) such consents as may be required under
         state securities or Blue Sky laws in connection with the purchase and
         distribution of the Securities by the Underwriters;

                  (xi) The issue and sale of the Securities by the Trust, the
         purchase of the Debentures underlying the Trust Securities by the
         Trust, the compliance by the Trust with all of the provisions of the
         Declaration and this Agreement, and the consummation of the
         transactions herein and therein contemplated will not conflict with or
         result in a breach or violation of any of the terms or provisions of,
         or constitute a default under, any indenture, mortgage, deed of trust,
         loan agreement or other agreement or instrument known to such counsel
         to which the Trust is a party or by which the Trust is bound or to
         which any of the property or assets of the Trust is subject, nor will
         such action result in any violation of the provisions of the
         Declaration or


                                      -21-


         any statute or any order, rule or regulation known to such counsel of
         any court, insurance regulatory authority, if applicable, or other
         governmental agency or body having jurisdiction over the Trust or any
         of its properties; and no consent of or filing with any such court,
         insurance regulatory authority or other governmental agency or body is
         required for the issue and sale of the Securities and the Common Trust
         Securities by the Trust, the purchase of the Debentures underlying such
         Trust Securities by the Trust or the consummation by the Trust of the
         transactions contemplated by this Agreement or the Declaration, except
         (A) the registration under the Act of the Securities, the Debentures
         and the Guarantee, (B) the approval and registration of the Securities
         with the Exchange, which has been obtained, (C) such as have been
         obtained under the Trust Indenture Act and (D) such consents as may be
         required under state securities or Blue Sky laws in connection with the
         purchase and distribution of the Securities by the Underwriters;

                  (xii) Neither the Company nor any of its subsidiaries is in
         violation of its organizational documents or in default in the
         performance or observance of any obligation, agreement, covenant or
         condition contained in any material indenture, mortgage, deed of trust,
         loan agreement, lease or other agreement or instrument to which it is a
         party or by which it or any of its properties is or may be bound,
         except where any such default does not have or would not reasonably be
         expected to have a material adverse effect on the Company and its
         subsidiaries taken as a whole.

                  (xiii) No consent, approval, authorization, order,
         registration or qualification of or with any such court or governmental
         agency or body is required for the issue and sale of the Securities or
         the consummation by the Company of the transactions contemplated by
         this Agreement or the Indenture, except such as have been obtained
         under the Act and the Trust Indenture Act and such consents, approvals,
         authorizations, registrations or qualifications as may be required
         under state securities or Blue Sky laws in connection with the purchase
         and distribution of the Securities by the Underwriters;

                  (xiv) The statements set forth in the Prospectus under the
         captions "Description of the Preferred Securities that the Trust May
         Offer", and "Description of the Trust Guarantee", insofar as they
         purport to constitute a summary of the terms of the securities therein
         described, and, subject to the limitations set forth therein, under the
         caption "Underwriting" insofar as they


                                      -22-


         purport to describe the provisions of the laws and documents referred
         to therein, are accurate, complete and fair;

                  (xv) Neither the Company nor the Trust is and, after giving
         effect to each offering and sale of the Securities will be, an
         "investment company" or an entity "controlled" by an "investment
         company", as such terms are defined in the Investment Company Act;

                  (xvi) The documents incorporated by reference in the
         Prospectus(other than the financial statements and related schedules
         therein, as to which such counsel need express no opinion), when they
         became effective or were filed with the Commission, as the case may be,
         complied as to form in all material respects with the requirements of
         the Act or the Exchange Act, as applicable, and the rules and
         regulations of the Commission thereunder; and such counsel has no
         reason to believe that any of such documents, when they became
         effective or were so filed, as the case may be, contained, in the case
         of the registration statement which became effective under the Act, an
         untrue statement of a material fact or omitted to state a material fact
         required to be stated therein or necessary to make the statements
         therein not misleading, or, in the case of other documents which were
         filed under the Act or the Exchange Act with the Commission, an untrue
         statement of a material fact or omitted to state a material fact
         necessary in order to make the statements therein, in the light of the
         circumstances under which they were made when such documents were so
         filed, not misleading; and

                  (xvii) The Registration Statement and the Prospectus and any
         further amendments and supplements thereto made by the Company and the
         Trust prior to the date of such opinion for the Securities (other than
         the financial statements and related schedules therein, as to which
         such counsel need express no opinion) comply as to form in all material
         respects with the requirements of the Act and the Trust Indenture


                                      -23-


         Act and the rules and regulations thereunder; such counsel has no
         reason to believe that, as of its effective date, the Registration
         Statement or any further amendment thereto made by the Company and the
         Trust prior to the date of such opinion (other than the financial
         statements and related schedules therein, as to which such counsel need
         express no opinion) contained an untrue statement of a material fact or
         omitted to state a material fact required to be stated therein or
         necessary to make the statements therein not misleading or that, as of
         its date, the Prospectus or any further amendment or supplement thereto
         made by the Company and the Trust prior to the date of such opinion
         (other than the financial statements and related schedules therein, as
         to which such counsel need express no opinion) contained an untrue
         statement of a material fact or omitted to state a material fact
         necessary to make the statements therein, in light of the circumstances
         in which they were made, not misleading or that, as of the date of such
         opinion, either the Registration Statement or the Prospectus or any
         further amendment or supplement thereto made by the Company and the
         Trust prior to the date of such opinion (other than the financial
         statements and related schedules therein, as to which such counsel need
         express no opinion) contains an untrue statement of a material fact or
         omits to state a material fact necessary to make the statements
         therein, in light of the circumstances in which they were made, not
         misleading; and such counsel does not know of any amendment to the
         Registration Statement required to be filed or any contracts or other
         documents of a character required to be filed as an exhibit to the
         Registration Statement or required to be incorporated by reference into
         the Prospectus as amended or supplemented or required to be described
         in the Registration Statement or the Prospectus which are not filed or
         incorporated by reference or described as required;

         provided that in lieu of the delivery of the opinion set forth in
         paragraph (iv) of this Section 7(c) as to The John Nuveen Company, such


                                      -24-


         counsel may cause Alan G. Berkshire, Vice President and General Counsel
         to The John Nuveen Company, to deliver an opinion as to such matters,
         dated the Time of Delivery for such Securities.

         (d) Richards, Layton & Finger P.A., special Delaware counsel to the
Trust, shall have furnished to the Representatives their written opinion, dated
such Time of Delivery, in form and substance satisfactory to you to the effect
that:

                  (i) The Trust has been duly formed and is validly existing in
         good standing as a business trust under the Delaware Business Trust
         Act.

                  (ii) The Declaration constitutes a valid and binding
         obligation of the Company and the trustees parties thereto (the
         "Declaration Trustees"), enforceable against the Company and the
         Declaration Trustees in accordance with its terms, and the terms of the
         Trust Securities, to the extent they are obligations of the Trust, are
         valid and binding obligations of the Trust in accordance with the terms
         of the Declaration, subject to the effect of (A) bankruptcy,
         insolvency, moratorium, receivership, reorganization, liquidation,
         fraudulent conveyance or transfer and other similar laws relating to or
         affecting the rights and remedies of creditors generally, (B)
         principles of equity, including applicable law relating to fiduciary
         duties (regardless of whether considered and applied in a proceeding in
         equity or at a law), and (C) applicable public policy with respect to
         provisions relating to indemnification or contribution.

                  (iii) Under the Delaware Business Trust Act and the
         Declaration, (A) the Trust has the requisite trust power and authority
         (x) to own its properties and conduct its business, all as described
         under the captions "St. Paul Capital Trust I" in the Prospectus, (y) to
         issue and perform its obligations under the Securities, and (z) to
         execute and deliver, and perform its


                                      -25-


         obligations under this Agreement, and (B) the execution and delivery by
         the Trust of this Agreement, and the performance by the Trust of its
         obligations hereunder, have been duly authorized by all requisite trust
         action on the part of the Trust. This Agreement has been duly executed
         and delivered by the Trust.

                  (iv) The Securities have been duly authorized by the
         Declaration and duly and validly issued and, subject to the
         qualifications set forth in this paragraph (iv), fully paid and
         nonassessable undivided beneficial interests in the assets of the
         Trust. The holders of the Securities, as beneficial owners of the
         Trust, will 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. Such
         counsel may note that the holders of the Securities may be obligated,
         pursuant to the Declaration, to make payments and provide indemnity and
         security as set forth in the Declaration.

                  (v) The Common Trust Securities have been duly authorized by
         the Declaration and validly issued and represent undivided beneficial
         interests in the assets of the Trust.

                  (vi) Under the Declaration and the Delaware Business Trust
         Act, (A) the issuance of the Securities is not subject to preemptive
         rights to subscribe for additional Securities or Common Trust
         Securities, and (B) the Securities are the only interests in the assets
         of the Trust authorized to be issued by the Trust.

                  (vii) The issuance and sale by the Trust of the Securities in
         accordance with the Declaration, the execution, delivery and
         performance by the Trust of this Agreement, the consummation by the
         Trust of the transactions contemplated by the Declaration, the
         Securities and this Agreement, and the compliance by the Trust with its
         obligations hereunder and


                                      -26-


         thereunder are not prohibited by (A) the Trust's certificate of trust
         or the Declaration, or (B) any applicable Delaware statute or
         administrative regulation.

                  (viii) No authorization, approval, consent or order of any
         Delaware governmental authority or Delaware agency is required to be
         obtained, and no filing or registration with any Delaware governmental
         authority or Delaware agency is required to be made, by the Trust
         solely in connection with the issuance and sale by the Trust of the
         Securities.

         (e) Sullivan & Cromwell, special tax counsel for the Company and the
Trust, shall have furnished to the Representatives their written opinion, dated
such Time of Delivery, in form and substance satisfactory to you, to the effect
that the discussion set forth in the Prospectus under the heading "Certain
Federal Income Tax Consequences", insofar as it relates to matters of United
States federal income tax law, is accurate in all material respects;

         (f) On the date of this Agreement and at the Time of Delivery for such
Securities, the independent accountants of the Company who have certified the
financial statements of the Company and its subsidiaries included or
incorporated by reference in the Registration Statement shall have furnished to
the Representatives a letter, dated the effective date of the Registration
Statement or the date of the most recent report filed with the Commission
containing financial statements and incorporated by reference in the
Registration Statement, if the date of such report is later than such effective
date, and a letter dated such Time of Delivery, respectively and, with respect
to such letter dated such Time of Delivery, as to such other matters as the
Representatives may reasonably request and in form and substance satisfactory to
the Representatives;

         (g) (i) Neither the Trust, the Company nor any of its Principal
Subsidiaries shall have sustained since the date of the latest audited financial
statements included or incorporated by reference in the Prospectus any loss or
interference with its business from fire,


                                      -27-


explosion, flood or other calamity, whether or not covered by insurance, or from
any labor dispute or court or governmental action, order or decree, otherwise
than as set forth or contemplated in the Prospectus, and since the respective
dates as of which information is given in the Prospectus there shall not have
been any change in the capital stock or long-term debt of the Trust, the Company
and its subsidiaries taken as a whole (other than any decrease in the capital
stock resulting from purchases under the Company's Stock Repurchase Program and
any increase in the capital stock resulting from the exercise of stock options
or the issuance of restricted shares under the Company's stock incentive and
employee compensation plans, or the conversion of Series B Convertible Preferred
Stock) or any change, or any development involving a prospective change, in or
affecting the general affairs, management, financial position, shareholders'
equity or results of operations of the Company and its subsidiaries taken as a
whole, otherwise than as set forth or contemplated in the Prospectus as amended
or supplemented prior to such Time of Delivery, the effect of which, in any such
case described in clause (i) or (ii), is in the judgment of the Representatives
so material and adverse as to make it impracticable or inadvisable to proceed
with the public offering or the delivery of the Securities on the terms and in
the manner contemplated in the Prospectus as amended or supplemented;

         (h) On or after the date of this Agreement (i) no downgrading shall
have occurred in the rating accorded the Company's debt securities or the
Company's financial strength or claims paying ability by any "nationally
recognized statistical rating organization," as that term is defined by the
Commission for purposes of Rule 436(g)(2) under the Act and (ii) other than as
disclosed in the Prospectus, no such organization shall have publicly announced
or otherwise given notice to the Company that it has under surveillance, review
or watch, with possible negative implications, its rating of any of the
Company's debt securities or the Company's financial strength or claims paying
ability, or of any review for a possible change therein that does not indicate
the direction of the possible change;

         (i) On or after the date of this Agreement there shall not have
occurred any of the following: a suspension


                                      -28-


or material limitation in trading in securities generally on the New York Stock
Exchange; a suspension or material limitation in trading the Company's or the
Trust's securities on the New York Stock Exchange; a general moratorium on
commercial banking activities in New York declared by either Federal or New York
State authorities or a material disruption in commercial banking or securities
settlement or clearance services in the United States; or the outbreak or
escalation of hostilities involving the United States or the declaration by the
United States of a national emergency or war or the occurrence of any other
calamity or crisis or change in financial, political or economic conditions in
the United States or elsewhere if the effect of any such event specified in this
clause (iv) in the judgment of the Representatives makes it impracticable or
inadvisable to proceed with the public offering or the delivery of the
Securities on the terms and in the manner contemplated in the Prospectus as
amended or supplemented;

         (j) The Company and the Trust shall have each furnished or caused to be
furnished to the Representatives at the Time of Delivery for the Securities a
certificate or certificates of officers of the Company and the Trust
satisfactory to the Representatives as to the accuracy of the representations
and warranties of the Company and the Trust, as the case may be, herein at and
as of such Time of Delivery, as to the performance by the Company and the Trust,
as the case may be, of all of its obligations hereunder to be performed at or
prior to such Time of Delivery, as to the matters set forth in subsections (a)
and (g) of this Section and as to such other matters as the Representatives may
reasonably request; and

         (k) The Securities shall have been duly listed, subject to notice of
issuance of the Exchange.

     8. (a) Each of the Company and the Trust, jointly and severally, will
indemnify and hold harmless each Underwriter against any losses, claims, damages
or liabilities, joint or several, to which such Underwriter may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
Preliminary Prospectus, any preliminary


                                      -29-


prospectus supplement, the Registration Statement, the Prospectus and any other
prospectus relating to the Securities, or any amendment or supplement thereto,
or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse each Underwriter for any
legal or other expenses reasonably incurred by such Underwriter in connection
with investigating or defending any such action or claim as such expenses are
incurred; provided, however, that neither the Company nor the Trust shall be
liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in any Preliminary Prospectus,
any preliminary prospectus supplement, the Registration Statement, the
Prospectus as amended or supplemented and any other prospectus relating to the
Securities, or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by any Underwriter
through the Representatives expressly for use in the Prospectus relating to such
Securities; and provided, further, that neither the Company nor the Trust shall
be liable to any Underwriter under the indemnity agreement in this subsection
(a) with respect to any Preliminary Prospectus to the extent that any such loss,
claim, damage or liability of such Underwriter results from the fact such
Underwriter sold Securities to a person to whom there was not sent or given, at
or prior to the written confirmation of such sale, a copy of the Prospectus
(excluding documents incorporated by reference) or of the Prospectus as then
amended or supplemented (excluding documents incorporated by reference) in any
case where such delivery is required by the Act if the Company has previously
furnished copies thereof to such Underwriter and the loss, claim, damage or
liability of such Underwriter results from an untrue statement or omission of a
material fact contained in the Preliminary Prospectus which was corrected in the
Prospectus (or the Prospectus as amended or supplemented).

         (b) Each Underwriter will indemnify and hold harmless the Company and
the Trust against any losses, claims, damages or liabilities to which the
Company and the Trust may become subject, under the Act or otherwise, insofar as
such losses, claims, damages or liabilities (or


                                      -30-


actions in respect thereof) arise out of or are based upon an untrue statement
or alleged untrue statement of a material fact contained in any Preliminary
Prospectus, any preliminary prospectus supplement, the Registration Statement,
the Prospectus as amended or supplemented and any other prospectus relating to
the Securities, or any amendment or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, in each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission was made
in any Preliminary Prospectus, any preliminary prospectus supplement, the
Registration Statement, the Prospectus as amended or supplemented and any other
prospectus relating to the Securities, or any such amendment or supplement in
reliance upon and in conformity with written information furnished to the
Company by such Underwriter through the Representatives expressly for use
therein; and will reimburse the Company and the Trust for any legal or other
expenses reasonably incurred by the Company or the Trust in connection with
investigating or defending any such action or claim as such expenses are
incurred.

         (c) Promptly after receipt by an indemnified party under subsection (a)
or (b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party shall
not relieve it from any liability which it may have to any indemnified party
otherwise than under such subsection. In case any such action shall be brought
against any indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
therein and, to the extent that it shall wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnifying party), and,
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party shall not be
liable to such indemnified


                                      -31-


party under such subsection for any legal expenses of other counsel or any other
expenses, in each case subsequently incurred by such indemnified party, in
connection with the defense thereof other than reasonable costs of
investigation. No indemnifying party shall, without the written consent of the
indemnified party, effect the settlement or compromise of, or consent to the
entry of any judgment with respect to, any pending or threatened action or claim
in respect of which indemnification or contribution may be sought hereunder
(whether or not the indemnified party is an actual or potential party to such
action or claim) unless such settlement, compromise or judgment (i) includes an
unconditional release of the indemnified party from all liability arising out of
such action or claim and (ii) does not include a statement as to, or an
admission of, fault, culpability or a failure to act, by or on behalf of any
indemnified party.

         (d) If the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and the Underwriters
on the other from the offering of the Securities to which such loss, claim,
damage or liability (or action in respect thereof) relates. If, however, the
allocation provided by the immediately preceding sentence is not permitted by
applicable law or if the indemnified party failed to give the notice required
under subsection (c) above, then each indemnifying party shall contribute to
such amount paid or payable by such indemnified party in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of the Company and the Trust on the one hand and the Underwriters on the
other in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities (or actions in respect thereof), as well
as any other relevant equitable considerations. The relative benefits received
by the Company and the Trust on the one hand and such Underwriters on the other
shall be deemed to be in the same proportion


                                      -32-


as the total net proceeds from such offering (before deducting expenses)
received by the Company and the Trust bear to the total underwriting discounts
and commissions received by such Underwriters. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company on the one hand
or such Underwriters on the other and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission. The Company, the Trust and the Underwriters agree that it would not be
just and equitable if contribution pursuant to this subsection (d) were
determined by pro rata allocation (even if the Underwriters were treated as one
entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to above in this
subsection (d). The amount paid or payable by an indemnified party as a result
of the losses, claims, damages or liabilities (or actions in respect thereof)
referred to above in this subsection (d) shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this subsection (d), no Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at which
the applicable Securities underwritten by it and distributed to the public were
offered to the public exceeds the amount of any damages which such Underwriter
has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The obligations of the Underwriters of Securities in this
subsection (d) to contribute are several in proportion to their respective
underwriting obligations with respect to such Securities and not joint.

         (e) The obligations of the Company and the Trust under this Section 8
shall be in addition to any liability which the Company and the Trust may
otherwise have and shall extend, upon the same terms and conditions, to each
person, if any, who controls any Underwriter within the


                                      -33-


meaning of the Act; and the obligations of the Underwriters under this Section 8
shall be in addition to any liability which the respective Underwriters may
otherwise have and shall extend, upon the same terms and conditions, to each
officer and director of the Company and to each person, if any, who controls the
Company and the Trust within the meaning of the Act.

     9. (a) If any Underwriter shall default in its obligation to purchase the
Securities which it has agreed to purchase under this Agreement, the
Representatives may in their discretion arrange for themselves or another party
or other parties to purchase such Securities on the terms contained herein. If
within thirty-six hours after such default by any Underwriter the
Representatives do not arrange for the purchase of such Securities, then the
Company shall be entitled to a further period of thirty-six hours within which
to procure another party or other parties satisfactory to the Representatives to
purchase such Securities on such terms. In the event that, within the respective
prescribed period, the Representatives notify the Company that they have so
arranged for the purchase of such Securities, or the Company notifies the
Representatives that it has so arranged for the purchase of such Securities, the
Representatives or the Company shall have the right to postpone the Time of
Delivery for such Securities for a period of not more than seven days, in order
to effect whatever changes may thereby be made necessary in the Registration
Statement or the Prospectus as amended or supplemented, or in any other
documents or arrangements, and the Company and the Trust agree to file promptly
any amendments or supplements to the Registration Statement or the Prospectus
which in the opinion of the Representatives may thereby be made necessary. The
term "Underwriter" as used in this Agreement shall include any person
substituted under this Section with like effect as if such person had originally
been a party to this Agreement.

         (b) If, after giving effect to any arrangements for the purchase of the
Securities of a defaulting Underwriter or Underwriters by the Representatives
and the Company as provided in subsection (a) above, the aggregate principal
amount of such Securities which remains unpurchased does not exceed one-tenth of
the aggregate principal amount of the Securities, then the Company shall


                                      -34-


have the right to require each non-defaulting Underwriter to purchase the
principal amount of Securities which such Underwriter agreed to purchase under
this Agreement and, in addition, to require each non-defaulting Underwriter to
purchase its pro rata share (based on the principal amount of Securities which
such Underwriter agreed to purchase under the Agreement) of the Securities of
such defaulting Underwriter or Underwriters for which such arrangements have not
been made; but nothing herein shall relieve a defaulting Underwriter from
liability for its default.

         (c) If, after giving effect to any arrangements for the purchase of the
Securities of a defaulting Underwriter or Underwriters by the Representatives
and the Company as provided in subsection (a) above, the aggregate principal
amount of Securities which remains unpurchased exceeds one-eleventh of the
aggregate principal amount of the Securities, as referred to in subsection (b)
above, or if the Company shall not exercise the right described in subsection
(b) above to require non-defaulting Underwriters to purchase Securities of a
defaulting Underwriter or Underwriters, then this Agreement (or, with respect to
the Second Time of Delivery, the obligation of the Underwriters to purchase and
Company and the Trust to sell the Optional Securities) shall thereupon
terminate, without liability on the part of any non-defaulting Underwriter, the
Company or the Trust, except for the expenses to be borne by the Company, the
Trust and the Underwriters as provided in Section 6 hereof and the indemnity and
contribution agreements in Section 8 hereof; but nothing herein shall relieve a
defaulting Underwriter from liability for its default.

     10. The respective indemnities, agreements, representations, warranties and
other statements of the Company, the Trust and the several Underwriters, as set
forth in this Agreement or made by or on behalf of them, respectively, pursuant
to this Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Underwriter or any controlling person of any Underwriter, the Company or
the Trust, or any officer or director or controlling person of the Company or
the Trust, and shall survive delivery of and payment for the Securities.


                                      -35-


     11. If this Agreement shall be terminated pursuant to Section 9 hereof,
neither the Company nor the Trust shall then be under any liability to any
Underwriter with respect to the Securities covered by this Agreement except as
provided in Section 6 and Section 8 hereof; but, if for any other reason
Securities are not delivered by or on behalf of the Company and the Trust as
provided herein, the Company and the Trust, jointly and severally, will
reimburse the Underwriters through the Representatives for all out-of-pocket
expenses approved in writing by the Representatives, including fees and
disbursements of counsel, reasonably incurred by the Underwriters in making
preparations for the purchase, sale and delivery of such Securities, but neither
the Company nor the Trust shall then be under further liability to any
Underwriter with respect to such Securities except as provided in Section 6 and
Section 8 hereof.

     12. In all dealings hereunder, the Representatives of the Underwriters
shall act on behalf of each of such Underwriters, and the parties hereto shall
be entitled to act and rely upon any statement, request, notice or agreement on
behalf of any Underwriter made or given by such Representatives jointly or by
such of the Representatives, if any, as may be designated for such purpose in
this Agreement.

         All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to the address of the Representatives in care of
[             ] and if to the Company or the Trust shall be delivered or sent by
mail, telex or facsimile transmission to the address of the Company set forth in
the Registration Statement: Attention: Bruce A. Backberg, Esq., Senior Vice
President; provided, however, that any notice to an Underwriter pursuant to
Section 8(c) hereof shall be delivered or sent by mail, telex or facsimile
transmission to such Underwriter at its address set forth in its Underwriters'
Questionnaire, or telex constituting such Questionnaire, which address will be
supplied to the Company and the Trust by the Representatives upon request. Any
such statements, requests, notices or agreements shall take effect upon receipt
thereof.


                                      -36-


     13. This Agreement shall be binding upon, and inure solely to the benefit
of, the Underwriters, the Company, the Trust and, to the extent provided in
Section 8 and Section 10 hereof, the officers and directors of the Company and
each person who controls the Company, the Trust or any Underwriter, and their
respective heirs, executors, administrators, successors and assigns, and no
other person shall acquire or have any right under or by virtue of this
Agreement. No purchaser of any of the Securities from any Underwriter shall be
deemed a successor or assign by reason merely of such purchase.

     14. Time shall be of the essence of this Agreement. As used herein,
"business day" shall mean any day when the Commission's office in Washington,
D.C. is open for business.

     15. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.

     16. This Agreement may be executed by any one or more of the parties hereto
and thereto in any number of counterparts, each of which shall be deemed to be
an original, but all such respective counterparts shall together constitute one
and the same instrument.

         If the foregoing is in accordance with your understanding, please sign
and return to us eight counterparts hereof.

                                                Very truly yours,

                                                THE ST. PAUL COMPANIES, INC.


                                                By:
                                                   -----------------------------
                                                   Name:
                                                   Title:


                                      -37-



Accepted as of the date hereof:

[UNDERWRITERS]


BY: [                           ]


By:
    ---------------------------------
         Name:
         Title:


On behalf of each of the Underwriters


                                      -38-



                                   SCHEDULE I



                                                                                STATED
                                                                                LIQUIDATION
                                                                                AMOUNT OF
                                                     STATED                     OPTIONAL
                                                     LIQUIDATION                SECURITIES TO
                                                     AMOUNT OF FIRM             BE PURCHASED
                                                     SECURITIES TO              IF MAXIMUM
UNDERWRITER                                          BE PURCHASED               EXERCISED
- -----------                                          --------------             -------------
                                                                          
                                                     $                          $







                  Total...........................
                                                     -------------              -------------
                                                     $[          ]              $[          ]
                                                     =============              =============

EX-4.1

                                                                     Exhibit 4.1

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






                          THE ST. PAUL COMPANIES, INC.

                                       TO

                               JPMORGAN CHASE BANK

                                     Trustee

                                  ------------

                                    INDENTURE

                               Dated as of [    ]

                             SENIOR DEBT SECURITIES

                                  ------------




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









                          The St. Paul Companies, Inc.
           Reconciliation and tie between Trust Indenture Act of 1939
                      and Indenture, dated as of [       ]




Trust Indenture                                                                    Indenture
  Act Section                                                                       Section
- ---------------                                                                    ---------
                                                                             
ss.310(a)(1)        ...............................................................609
      (a)(2)        ...............................................................609
      (a)(3)        ...............................................................Not Applicable
      (a)(4)        ...............................................................Not Applicable
      (b)           ...............................................................608
                                                                                   610

ss.311(a)           ...............................................................613(a)
      (b)           ...............................................................613(b)
      (b)(2)        ...............................................................703(a)(2)
                                                                                   703(b)

ss.312(a)           ...............................................................701
                                                                                   702(a)
      (b)           ...............................................................702(b)
      (c)           ...............................................................702(a)
ss.313(a)           ...............................................................703(a)
      (b)           ...............................................................703(b)
      (c)           ...............................................................703(a), 703(b)
      (d)           ...............................................................703(c)
ss.314(a)           ...............................................................704
      (b)           ...............................................................Not Applicable
      (c)(1)        ...............................................................102
      (c)(2)        ...............................................................102
      (c)(3)        ...............................................................Not Applicable
      (d)           ...............................................................Not Applicable
      (e)           ...............................................................102
ss.315(a)           ...............................................................601(a)
      (b)           ...............................................................602
                                                                                   703(a)(6)

      (c)           ...............................................................601(b)
      (d)           ...............................................................601(c)
      (d)(1)        ...............................................................601(a)(1)
      (d)(2)        ...............................................................601(c)(2)
      (d)(3)        ...............................................................601(c)(3)
      (e)           ...............................................................514
ss.316(a)           ...............................................................101
      (a)(1)(A)     ...............................................................502
                                                                                   512
      (a)(1)(B)     ...............................................................513
      (a)(2)        ...............................................................Not Applicable





Trust Indenture                                                                    Indenture
  Act Section                                                                       Section
- ---------------                                                                    ---------
                                                                             
      (b)           ...............................................................508
ss.317(a)(1)        ...............................................................503
      (a)(2)        ...............................................................504
      (b)           ...............................................................1003
ss.318(a)           ...............................................................107


- ----------------

NOTE:  This reconciliation and tie shall not, for any purpose, be deemed to be a
       part of the Indenture.




                                TABLE OF CONTENTS

                                 ---------------



                                                                                                                Page
                                                                                                                ----
                                                                                                           
PARTIES...........................................................................................................1
RECITALS OF THE COMPANY...........................................................................................1

                                   ARTICLE ONE

             Definitions and Other Provisions of General Application

Section 101.               Definitions............................................................................1
                           Act....................................................................................2
                           Affiliate..............................................................................2
                           Authenticating Agent...................................................................2
                           Board of Directors.....................................................................2
                           Board Resolution.......................................................................2
                           Business Day...........................................................................3
                           Commission.............................................................................3
                           Company................................................................................3
                           Company Request........................................................................3
                           Company Order..........................................................................3
                           Corporate Trust Office.................................................................3
                           corporation............................................................................3
                           Defaulted Interest.....................................................................3
                           Depository.............................................................................4
                           Event of Default.......................................................................4
                           Exchange Act...........................................................................4
                           Global Security........................................................................4
                           Holder.................................................................................4
                           Indenture..............................................................................4
                           interest...............................................................................4
                           Interest Payment Date..................................................................4
                           Maturity...............................................................................4
                           Officers' Certificate..................................................................4
                           Opinion of Counsel.....................................................................5
                           Original Issue Discount Security.......................................................5
                           Outstanding............................................................................5
                           Paying Agent...........................................................................6
                           Person.................................................................................6


- --------------------

NOTE:  This table of contents shall not, for any purpose, be deemed to be a part
       of the Indenture.

                                       -i-




                                                                                                           
                           Place of Payment.......................................................................6
                           Predecessor Security...................................................................7
                           Redemption Date........................................................................7
                           Redemption Price.......................................................................7
                           Regular Record Date....................................................................7
                           Responsible Officer....................................................................7
                           Securities.............................................................................7
                           Security Register......................................................................7
                           Security Registrar.....................................................................7
                           Special Record Date....................................................................7
                           Stated Maturity........................................................................7
                           Subsidiary.............................................................................8
                           Trustee................................................................................8
                           Trust Indenture Act....................................................................8
                           U.S. Government Obligations............................................................8
                           Vice President.........................................................................8
Section 102.               Compliance Certificates and Opinions...................................................8
Section 103.               Form of Documents Delivered to Trustee.................................................9
Section 104.               Acts of Holders.......................................................................10
Section 105.               Notices, Etc., to Trustee and Company.................................................11
Section 106.               Notice to Holders; Waiver.............................................................12
Section 107.               Conflict with Trust Indenture Act.....................................................12
Section 108.               Effect of Headings and Table of Contents..............................................12
Section 109.               Successors and Assigns................................................................13
Section 110.               Separability Clause...................................................................13
Section 111.               Benefits of Indenture.................................................................13
Section 112.               Governing Law.........................................................................13
Section 113.               Legal Holidays........................................................................13

                                   ARTICLE TWO

                                 Security Forms

Section 201.               Forms Generally.......................................................................14
Section 202.               Form of Face of Security..............................................................14
Section 203.               Form of Reverse of Security...........................................................17
Section 204.               Form of Legend for Global Securities..................................................22
Section 205.               Form of Trustee's Certificate of Authentication.......................................22

                                  ARTICLE THREE

                                 The Securities

Section 301.               Amount Unlimited; Issuable in Series..................................................22
Section 302.               Denominations.........................................................................26



                                      -ii-








                                                                                                           
Section 303.               Execution, Authentication, Delivery and Dating........................................26
Section 304.               Temporary Securities..................................................................28
Section 305.               Registration, Registration of Transfer and Exchange...................................29
Section 306.               Mutilated, Destroyed, Lost and Stolen Securities......................................31
Section 307.               Payment of Interest; Interest Rights Preserved........................................32
Section 308.               Persons Deemed Owners.................................................................34
Section 309.               Cancellation..........................................................................34
Section 310.               Computation of Interest...............................................................35

                                  ARTICLE FOUR

                           Satisfaction and Discharge

Section 401.               Satisfaction and Discharge of Indenture...............................................35
Section 402.               Application of Trust Money............................................................37

                                  ARTICLE FIVE

                                    Remedies

Section 501.               Events of Default.....................................................................37
Section 502.               Acceleration of Maturity; Rescission and Annulment....................................40
Section 503.               Collection of Indebtedness and Suits for Enforcement by Trustee.......................42
Section 504.               Trustee May File Proofs of Claim......................................................43
Section 505.               Trustee May Enforce Claims Without Possession of Securities...........................44
Section 506.               Application of Money Collected........................................................45
Section 507.               Limitation on Suits...................................................................45
Section 508.               Unconditional Right of Holders to Receive Principal, Premium and Interest.............46
Section 509.               Restoration of Rights and Remedies....................................................46
Section 510.               Rights and Remedies Cumulative........................................................47
Section 511.               Delay or Omission Not Waiver..........................................................47
Section 512.               Control by Holders....................................................................47
Section 513.               Waiver of Past Defaults...............................................................48
Section 514.               Undertaking for Costs.................................................................49
Section 515.               Waiver of Usury, Stay or Extension Laws...............................................50


                                     -iii-








                                                                                                           
                                   ARTICLE SIX

                                   The Trustee

Section 601.               Certain Duties and Responsibilities...................................................50
Section 602.               Notice of Defaults....................................................................52
Section 603.               Certain Rights of Trustee.............................................................52
Section 604.               Not Responsible for Recitals or Issuance of Securities................................54
Section 605.               May Hold Securities...................................................................54
Section 606.               Money Held in Trust...................................................................55
Section 607.               Compensation and Reimbursement........................................................55
Section 608.               Disqualification; Conflicting Interests...............................................56
Section 609.               Corporate Trustee Required; Eligibility...............................................56
Section 610.               Resignation and Removal;  Appointment of Successor....................................57
Section 611.               Acceptance of Appointment by Successor................................................59
Section 612.               Merger, Conversion, Consolidation or Succession to Business...........................61
Section 613.               Preferential Collection of Claims Against Company.....................................61
Section 614.               Appointment of Authenticating Agent...................................................61

                                  ARTICLE SEVEN

                Holders' Lists and Reports by Trustee and Company

Section 701.               Company to Furnish Trustee Names and Addresses of Holders.............................64
Section 702.               Preservation of Information; Communications to Holders................................64
Section 703.               Reports by Trustee....................................................................66
Section 704.               Reports by Company....................................................................67

                                  ARTICLE EIGHT

              Consolidation, Merger, Conveyance, Transfer or Lease

Section 801.               Company May Consolidate, Etc., Only on Certain Terms..................................68
Section 802.               Successor Person Substituted..........................................................69


                                      -iv-






                                                                                                           
                                  ARTICLE NINE

                             Supplemental Indentures

Section 901.               Supplemental Indentures Without Consent of Holders....................................70
Section 902.               Supplemental Indentures with Consent of Holders.......................................71
Section 903.               Execution of Supplemental Indentures..................................................73
Section 904.               Effect of Supplemental Indentures.....................................................74
Section 905.               Conformity with Trust Indenture Act...................................................74
Section 906.               Reference in Securities to Supplemental Indentures....................................74

                                   ARTICLE TEN

                                    Covenants

Section 1001.              Payment of Principal, Premium and Interest............................................74
Section 1002.              Maintenance of Office or Agency.......................................................75
Section 1003.              Money for Securities Payments to Be Held in Trust.....................................75
Section 1004.              Corporate Existence...................................................................77
Section 1005.              Limitation on Liens...................................................................77
Section 1006.              Statement by Officers as to Default...................................................78
Section 1007.              Waiver of Certain Covenants...........................................................79

                                 ARTICLE ELEVEN

                            Redemption of Securities

Section 1101.              Applicability of Article..............................................................80
Section 1102.              Election to Redeem; Notice to Trustee.................................................80
Section 1103.              Selection by Trustee of Securities to Be Redeemed.....................................80
Section 1104.              Notice of Redemption..................................................................81
Section 1105.              Deposit of Redemption Price...........................................................82
Section 1106.              Securities Payable on Redemption Date.................................................82
Section 1107.              Securities Redeemed in Part...........................................................82

                                 ARTICLE TWELVE

                                  Sinking Funds

Section 1201.              Applicability of Article..............................................................83


                                      -v-



                                                                                                           
Section 1202.              Satisfaction of Sinking Fund Payments with Securities.................................83
Section 1203.              Redemption of Securities for Sinking Fund.............................................84

                                ARTICLE THIRTEEN

                       Defeasance and Covenant Defeasance

Section 1301.              Applicability of Article; Company's Option to Effect Defeasance or Covenant
                           Defeasance............................................................................84
Section 1302.              Defeasance and Discharge..............................................................85
Section 1303.              Covenant Defeasance...................................................................86
Section 1304.              Conditions to Defeasance or Covenant Defeasance.......................................86
Section 1305.              Deposited Money and U.S. Government Obligations to be Held in Trust; Other
                           Miscellaneous Provisions..............................................................89
Section 1306.              Reinstatement.........................................................................90




                                      -vi-



       INDENTURE, dated as of [ ], between The St. Paul Companies, Inc., a
corporation duly organized and existing under the laws of the State of Minnesota
(herein called the "Company"), having its principal office at 385 Washington
Street, St. Paul, Minnesota 55102, and JPMorgan Chase Bank, a New York banking
corporation duly organized and existing under the laws of the State of New York,
as Trustee (herein called the "Trustee").

                             RECITALS OF THE COMPANY

       The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured and
unsubordinated debentures, notes or other evidences of indebtedness (herein
called the "Securities"), to be issued in one or more series as in this
Indenture provided.

       All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

       For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities or of series
thereof, as follows:

                                  ARTICLE ONE

                        Definitions and Other Provisions
                             of General Application

Section 101       Definitions.

              For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

              (1) the terms defined in this Article have the meanings assigned
       to them in this Article and include the plural as well as the singular;

              (2) all other terms used herein which are defined in the Trust
       Indenture Act, either





       directly or by reference therein, have the meanings assigned to them
       therein;

              (3) all accounting terms not otherwise defined herein have the
       meanings assigned to them in accordance with generally accepted
       accounting principles, and, except as otherwise herein expressly
       provided, the term "generally accepted accounting principles" with
       respect to any computation required or permitted hereunder shall mean
       such accounting principles as are generally accepted at the date of such
       computation; and

              (4) the words "herein", "hereof" and "hereunder" and other words
       of similar import refer to this Indenture as a whole and not to any
       particular Article, Section or other subdivision.

              Certain terms, used principally in Article Six, are defined in
that Article.

              "Act", when used with respect to any Holder, has the meaning
specified in Section 104.

              "Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

              "Authenticating Agent" means any Authenticating Agent appointed
pursuant to Section 614 to authenticate Securities.

              "Board of Directors" means either the board of directors of the
Company or any duly authorized committee of that board.

              "Board Resolution" means a copy of a resolution certified by the
Corporate Secretary or an Assistant Corporate Secretary of the Company to have
been duly




                                      -2-


adopted by the Board of Directors and to be in full force and effect on the date
of such certification, and delivered to the Trustee.

              "Business Day", when used with respect to any Place of Payment,
means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on
which banking institutions in that Place of Payment are authorized or obligated
by law to close.

              "Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Exchange Act, or, if at any time
after the execution of this instrument such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then the
body performing such duties at such time.

              "Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor corporation shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor corporation.

              "Company Request" or "Company Order" means a written request or
order signed in the name of the Company by its Chairman of the Board, its
President or a Vice President, and by its Treasurer, an Assistant Treasurer, its
Secretary or an Assistant Secretary, and delivered to the Trustee.

              "Corporate Trust Office" means the principal office of the Trustee
in The City of New York, at which at any particular time its corporate trust
business in such City may be administered. At the date hereof, such office is
located at JPMorgan Chase Bank, 450 West 33rd Street, New York, New York 10001,
Attention: Institutional Trust Services.

              "corporation" includes corporations, associations, companies and
business trusts.

              "Defaulted Interest" has the meaning specified in Section 307.


                                      -3-


              "Depository" means, with respect to the Securities of any series
issuable or issued in whole or in part in the form of one or more Global
Securities, the clearing agency registered under the Exchange Act specified for
that purpose as contemplated by Section 301.

              "Event of Default" has the meaning specified in Section 501.

              "Exchange Act" means the Securities Exchange Act of 1934 as it may
be amended and any successor act thereto.

              "Global Security" means a security bearing the legend specified in
Section 204 evidencing all or part of a series of Securities, authenticated and
delivered to the Depository for such series or its nominee, and registered in
the name of such Depository or nominee.

              "Holder" means a Person in whose name a Security is registered in
the Security Register.

              "Indenture" means this instrument as originally executed or as it
may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of particular series of Securities established as
contemplated by Section 301.

              "interest", when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity.

              "Interest Payment Date", when used with respect to any security,
means the Stated Maturity of an installment of interest on such Security.

              "Maturity", when used with respect to any Security, means the date
on which the principal of such Security or an installment of principal becomes
due and payable as therein or herein provided, whether at the Stated Maturity or
by declaration of acceleration, call for redemption or otherwise.

              "Officers' Certificate" means a certificate signed by the Chairman
of the Board, the President or a Vice President, and by the Treasurer, an
Assistant



                                      -4-


Treasurer, the Secretary or an Assistant Secretary, of the Company, and
delivered to the Trustee. One of the officers signing an Officers' Certificate
given pursuant to Section 1005 shall be the principal executive, financial or
accounting officer of the Company.

              "Opinion of Counsel" means a written opinion of counsel, who may
be counsel for the Company.

              "Original Issue Discount Security" means any Security which
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 502.

              "Outstanding", when used with respect to Securities, means, as of
the date of determination, all Securities theretofore authenticated and
delivered under this Indenture, except:

              (i) Securities theretofore cancelled by the Trustee or delivered
       to the Trustee for cancellation;

              (ii) Securities for whose payment or redemption money in the
       necessary amount has been theretofore deposited with the Trustee or any
       Paying Agent (other than the Company) in trust or set aside and
       segregated in trust by the Company (if the Company shall act as its own
       Paying Agent) for the Holders of such Securities; provided that, if such
       Securities are to be redeemed, notice of such redemption has been duly
       given pursuant to this Indenture or provision therefor satisfactory to
       the Trustee has been made; and

              (iii) Securities which have been paid pursuant to Section 306 or
       in exchange for or in lieu of which other Securities have been
       authenticated and delivered pursuant to this Indenture, other than any
       such Securities in respect of which there shall have been presented to
       the Trustee proof satisfactory to it that such Securities are held by a
       protected purchaser in whose hands such Securities are valid obligations
       of the Company;



                                      -5-


provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, (i) the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding shall be the amount of the principal thereof that would be due and
payable as of the date of such determination upon acceleration of the Maturity
thereof pursuant to Section 502, (ii) the principal amount of a Security
denominated in a foreign currency or currencies shall be the U.S. dollar
equivalent, determined on the date of original issuance of such Security, of the
principal amount (or, in the case of an Original Issue Discount Security, the
U.S. dollar equivalent on the date of original issuance of such Security of the
amount determined as provided in (i) above) of such Security, and (iii)
Securities owned by the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which the Trustee knows to
be so owned shall be so disregarded. Securities so owned which have been pledged
in good faith may be regarded as outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor.

              "Paying Agent" means any Person authorized by the Company to pay
the principal of (and premium, if any) or interest on any Securities on behalf
of the Company.

              "Person" means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, limited liability company,
unincorporated organization or government or any agency or political subdivision
thereof.

              "Place of Payment", when used with respect to the Securities of
any series, means the place or places where the principal of (and premium, if
any) and interest on the Securities of that series are payable as specified as
contemplated by Section 301.



                                      -6-


              "Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security and, for the purposes of this definition, any
Security authenticated and delivered under Section 306 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.

              "Redemption Date", when used with respect to any Security to be
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

              "Redemption Price", when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

              "Regular Record Date" for the interest payable on any Interest
Payment Date on the Securities of any series means the date specified for that
purpose as contemplated by Section 301.

              "Responsible Officer", when used with respect to the Trustee,
means any officer of the Trustee with direct responsibility for the
administration of this Indenture and also means, with respect to a particular
corporate trust matter, any other officer of the Trustee to whom such matter is
referred because of his knowledge of and familiarity with the particular
subject.

              "Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.

              "Security Register" and "Security Registrar" have the respective
meanings specified in Section 305.

              "Special Record Date" for the payment of any Defaulted Interest
means a date fixed by the Trustee pursuant to Section 307.

              "Stated Maturity", when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security as the fixed date on which the principal of such Security




                                      -7-


or such installment of principal or interest is due and payable.

              "Subsidiary" means a corporation more than 50% of the outstanding
voting stock of which is owned, directly or indirectly, by the Company or by one
or more other Subsidiaries, or by the Company and one or more other
Subsidiaries. For the purposes of this definition, "voting stock" means stock
which ordinarily has voting power for the election of directors, whether at all
times or only so long as no senior class of stock has such voting power by
reason of any contingency.

              "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder, and
if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean the Trustee with respect to
Securities of that series.

              "Trust Indenture Act" means the Trust Indenture Act of 1939 as in
force at the date as of which this instrument was executed, except as provided
in Section 905; provided, however, that in the event the Trust Indenture Act of
1939 is amended after such date, "Trust Indenture Act" means, to the extent
required by such amendment, the Trust Indenture Act of 1939 as amended.

              "U.S. Government Obligations" has the meaning specified in Section
1304.

              "Vice President", when used with respect to the Company or the
Trustee, means any vice president, whether or not designated by a number or a
word or words added before or after the title "vice president".

Section 102.      Compliance Certificates and Opinions.

              Except as otherwise expressly provided by this Indenture, upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel such
action is authorized or permitted by this




                                      -8-


Indenture and that all such conditions precedent, if any, have been complied
with, except that in the case of any such application or request as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or request, no additional
certificate or opinion need be furnished.

              Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include

              (1) a statement that each individual signing such certificate or
       opinion has read such covenant or condition and the definitions herein
       relating thereto;

              (2) a brief statement as to the nature and scope of the
       examination or investigation upon which the statements or opinions
       contained in such certificate or opinion are based;

              (3) a statement that, in the opinion of each such individual, he
       has made such examination or investigation as is necessary to enable him
       to express an informed opinion as to whether or not such covenant or
       condition has been complied with; and

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

Section 103.      Form of Documents Delivered to Trustee.

              In any case where several matters are required to be certified by,
or covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.



                                      -9-


              Any certificate or opinion of any officer of the Company may be
based, insofar as it relates to legal matters, upon a certificate or opinion of,
or representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

              Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

Section 104.      Acts of Holders.

              (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 601) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.

              (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by




                                      -10-


the affidavit of a witness of such execution or by a certificate of a notary
public or other officer authorized by law to take acknowledgments of deeds,
certifying that the individual signing such instrument or writing acknowledged
to him the execution thereof. Where such execution is by a signer acting in a
capacity other than his individual capacity, such certificate or affidavit shall
also constitute sufficient proof of his authority. The fact and date of the
execution of any such instrument or writing, or the authority of the Person
executing the same, may also be proved in any other manner which the Trustee
deems sufficient.

              (c) The ownership of Securities shall be proved by the Security
Register.

              (d) Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Security shall bind every
future Holder of the same Security and the Holder of every Security issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done by the Trustee or
the Company in reliance thereon, whether or not notation of such action is made
upon such Security.

Section 105.      Notices, Etc., to Trustee and Company.

              Any request, demand, authorization, direction, notice, consent,
waiver or Act of Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with,

              (1) the Trustee by any Holder or by the Company shall be
       sufficient for every purpose hereunder if made, given, furnished or filed
       in writing to or with the Trustee at its Corporate Trust Office,
       Attention: Institutional Trust Services, or

              (2) the Company by the Trustee or by any Holder shall be
       sufficient for every purpose hereunder (unless otherwise herein expressly
       provided) if in writing and mailed, first-class postage prepaid, to the
       Company addressed to it at the address of its principal office specified



                                      -11-


       in the first paragraph of this instrument or at any other address
       previously furnished in writing to the Trustee by the Company.

Section 106.      Notice to Holders; Waiver.

              Where this Indenture provides for notice to Holders of any event,
such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to each Holder
affected by such event, at his address as it appears in the Security Register,
not later than the latest date, and not earlier than the earliest date,
prescribed for the giving of such notice. In any case where notice to Holders is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders. Where this Indenture provides for notice
in any manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Trustee, but such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such waiver.

              In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

Section 107.      Conflict with Trust Indenture Act.

              If any provision hereof limits, qualifies or conflicts with
another provision hereof which is required to be included in this Indenture by
any of the provisions of the Trust Indenture Act, such required provision shall
control.

Section 108.      Effect of Headings and Table of Contents.

              The Article and Section headings herein and the Table of Contents
are for convenience only and shall not affect the construction hereof.



                                      -12-


Section 109.      Successors and Assigns.

              All covenants and agreements in this Indenture by the Company
shall bind its successors and assigns, whether so expressed or not.

Section 110.      Separability Clause.

              In case any provision in this Indenture or in the Securities shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.

Section 111.      Benefits of Indenture.

              Nothing in this Indenture or in the Securities, express or
implied, shall give to any Person, other than the parties hereto and their
successors hereunder and the Holders, any benefit or any legal or equitable
right, remedy or claim under this Indenture.

Section 112.      Governing Law.

              This Indenture and the Securities shall be governed by and
construed in accordance with the laws of the State of New York.

Section 113.      Legal Holidays.

              In any case where any Interest Payment Date, Redemption Date or
Stated Maturity of any Security shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture or of the
Securities) payment of interest or principal (and premium, if any) need not be
made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect
as if made on the Interest Payment Date or Redemption Date, or at the Stated
Maturity, provided that no interest shall accrue with respect to such payment,
for the period from and after such Interest Payment Date, Redemption Date or
Stated Maturity, as the case may be.



                                      -13-


                                  ARTICLE TWO

                                 Security Forms

Section 201.      Forms Generally.

              The Securities of each series shall be in substantially the form
set forth in this Article, or in such other form as shall be established by or
pursuant to a Board Resolution or in one or more indentures supplemental hereto,
in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or depository therefor or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution thereof. If the form of Securities of any series is established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 303 for the authentication and delivery of such
Securities.

              The Trustee's certificates of authentication shall be in
substantially the form set forth in this Article.

              The definitive Securities shall be printed, lithographed or
engraved on steel engraved borders or may be produced in any other manner, all
as determined by the officers executing such Securities, as evidenced by their
execution of such Securities.

Section 202.      Form of Face of Security.

              [Insert any legend required by the Internal Revenue Code and the
regulations thereunder.]

                          The St. Paul Companies, Inc.

                     ......................................



                                      -14-


No. ..........                                                      $ ..........


              The St. Paul Companies, Inc., a corporation duly organized and
existing under the laws of the State of Minnesota (herein called the "Company",
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to .................
 ............................................ or registered assigns, the
principal sum of ....................... Dollars on ........................
 ..................................... ............... [If the Security is to
bear interest prior to Maturity, insert --, and to pay interest thereon from
 .......... or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, semi-annually on ................ and .......
 ............... in each year, commencing ..........., at the rate of ...% per
annum, until the principal hereof is paid or made available for payment [If
applicable insert --, provided that any principal and premium, and any such
installment of interest, which is overdue shall bear interest at the rate of
 ...% per annum (to the extent that the payment of such interest shall be legally
enforceable), from the dates such amounts are due until they are paid or made
available for payment, and such interest shall be payable on demand]. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the ...... or ....... (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in

                                      -15-


said Indenture]. [If the Security is not to bear interest prior to Maturity,
insert -- The principal of this Security shall not bear interest except in the
case of a default in payment of principal upon acceleration, upon redemption or
at Stated Maturity and in such case the overdue principal and any overdue
premium shall bear interest at the rate of ...% per annum (to the extent that
the payment of such interest shall be legally enforceable), from the dates such
amounts are due until they are paid or made available for payment. Interest on
any overdue principal or premium shall be payable on demand. [Any such interest
on overdue principal or premium which is not paid on demand shall bear interest
at the rate of ......% per annum (to the extent that the payment of such
interest on interest shall be legally enforceable), from the date of such demand
until the amount so demanded is paid or made available for payment. Interest on
any overdue interest shall be payable on demand.]

              Payment of the principal of (and premium, if any) and [if
applicable, insert -- any such interest on this Security will be made at the
office or agency of the Company maintained for that purpose in ............., in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts [if applicable, insert
- -- ; provided, however, that at the option of the Company payment of interest
may be made by check mailed to the address of the Person entitled thereto as
such address shall appear in the Security Register].

              Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

              Unless the certificate of authentication hereon has been executed
by the Trustee referred to on the reverse hereof by manual signature, this
Security shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

              IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal.

Dated: ......



                                      -16-


                                                    THE ST. PAUL COMPANIES, INC.


                                                         By ....................
Attest:

 ......................

Section 203.      Form of Reverse of Security.

              This Security is one of a duly authorized issue of securities of
the Company (herein called the "Securities"), issued and to be issued in one or
more series under an Indenture, dated as of - herein called the "Indenture",
which term shall have the meaning assigned to it in such instrument), between
the Company and JPMorgan Chase Bank, as Trustee (herein called the "Trustee",
which term includes any successor trustee under the Indenture), and reference is
hereby made to the Indenture for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof [if applicable, insert --, limited
in aggregate principal amount to $...........].

              [If applicable, insert -- The Securities of this series are
subject to redemption upon not more than 60 or less than 30 days' notice by
mail, [if applicable, insert -- (1) on ......... in any year commencing with the
year ..... and ending with the year ...... through operation of the sinking fund
for this series at a Redemption Price equal to 100% of the principal amount, and
(2)] at any time [on or after .........., 20..], as a whole or in part, at the
election of the Company, at the following Redemption Prices (expressed as
percentages of the principal amount): If redeemed [on or before .............,
 ....%, and if redeemed] during the 12-month period beginning ....... of the
years indicated.



                                Redemption                                    Redemption
           Year                    Price                Year                     Price
           ----                 ----------              ----                  ----------
                                                                     





                                      -17-









and thereafter at a Redemption Price equal to .....,% of the principal amount,
together in the case of any such redemption [if applicable, insert -- (whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]

              [If applicable, insert -- The Securities of this series are
subject to redemption upon not more than 60 or less than 30 days' notice by
mail, (1) on ............ in any year commencing with the year .... and ending
with the year .... through operation of the sinking fund for this series at the
Redemption Prices for redemption through operation of the sinking fund
(expressed as percentages of the principal amount) set forth in the table below,
and (2) at any time [on or after ..........., as a whole or in part, at the
election of the Company, at the Redemption Prices for redemption otherwise than
through operation of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below: If redeemed during the 12-month period
beginning ............ of the years indicated,



                                                                             Redemption Price For
                                                                             Redemption Otherwise
                                  Redemption Price For                           Than Through
                                   Redemption Through                          Operation of the
        Year                 Operation of the Sinking Fund                       Sinking Fund
        ----                 -----------------------------                   ---------------------
                                                                       






and thereafter at a Redemption Price equal to .....% of the principal amount,
together in the case of any such





                                      -18-


redemption (whether through operation of the sinking fund or otherwise) with
accrued interest to the Redemption Date, but interest installments whose Stated
Maturity is on or prior to such Redemption Date will be payable to the Holders
of such Securities, or one or more Predecessor Securities, of record at the
close of business on the relevant Record Dates referred to on the face hereof,
all as provided in the Indenture.]

              [Notwithstanding the foregoing, the Company may not, prior to ....
 ..........., redeem any Securities of this series as contemplated by [Clause (2)
of] the preceding paragraph as a part of, or in anticipation of, any refunding
operation by the application, directly or indirectly, of moneys borrowed having
an interest cost to the Company (calculated in accordance with generally
accepted financial practice) of less than .....% per annum.]

              [The sinking fund for this series provides for the redemption on
 .......... in each year beginning with the year ........ and ending with the
year ...... of [not less than] $....... [("mandatory sinking fund") and not more
than $..........] aggregate principal amount of Securities of this series.
[Securities of this series acquired or redeemed by the Company otherwise than
through [mandatory] sinking fund payments may be credited against subsequent
[mandatory] sinking fund payments otherwise required to be made -- in the
inverse order in which they become due.]

              In the event of redemption of this Security in part only, a new
Security or Securities of this series and of a like tenor for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.

              [If the Security is not an Original Issue Discount Security,-- If
an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.]

              [If the Security is an Original Issue Discount Security, -- If an
Event of Default with respect to





                                      -19-


Securities of this series shall occur and be continuing, an amount of principal
of the Securities of this series may be declared due and payable in the manner
and with the effect provided in the Indenture. Such amount shall be equal to --
insert formula for determining the amount. Upon payment (i) of the amount of
principal so declared due and payable and (ii) of interest on any overdue
principal, premium and overdue interest (in each case to the extent that the
payment of such interest shall be legally enforceable), all of the Company's
obligations in respect of the payment of the principal of and premium and
interest, if any, on the Securities of this series shall terminate.]

              [The Indenture contains provisions for defeasance at any time of
[the entire indebtedness of this Security or] [certain restrictive covenants and
Events of Default with respect to this Security] [, in each case] upon
compliance with certain conditions set forth therein.]

              The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the majority of the Holders in principal amount
of the Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.

              No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any
premium,





                                      -20-


and interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.

              As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.

              The Securities of this series are issuable only in registered form
without coupons in denominations of $........ and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

              No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

              Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

              All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.



                                      -21-


Section 204.      Form of Legend for Global Securities.

              Any Global Security authenticated and delivered hereunder shall
bear a legend in substantially the following form:

                     "This Security is a Global Security within the meaning of
       the Indenture hereinafter referred to and is registered in the name of a
       Depository or a nominee thereof. This Security may not be exchanged in
       whole or in part for a Security registered, and no transfer of this
       Security in whole or in part may be registered in the name of any person
       other than such Depository or a nominee thereof, except in the limited
       circumstances described in the Indenture."

Section 205.      Form of Trustee's Certificate of Authentication.

              The Trustee's certificates of authentication shall be in
substantially the following form:

              This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.

                                                     JPMORGAN CHASE BANK,
                                                     as Trustee

                                                     By ....................
                                                         Authorized Officer

                                 ARTICLE THREE

                                 The Securities

Section 301.      Amount Unlimited; Issuable in Series.

              The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.

              The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to Section 303,
set forth, or




                                      -22-


determined in the manner provided, in an Officers' Certificate, or established
in one or more indentures supplemental hereto, prior to the issuance of
Securities of any series,

              (1) the title of the Securities of the series (which shall
       distinguish the Securities of the series from Securities of any other
       series);

              (2) any limit upon the aggregate principal amount of the
       Securities of the series which may be authenticated and delivered under
       this Indenture (except for Securities authenticated and delivered upon
       registration of transfer of, or in exchange for, or in lieu of, other
       Securities of the series pursuant to Section 304, 305, 306, 906 or 1107
       and except for any Securities which, pursuant to Section 303, are deemed
       never to have been authenticated and delivered hereunder);

              (3) the Person to whom any interest on a Security of the series
       shall be payable, if other than the Person in whose name that Security
       (or one or more Predecessor Securities) is registered at the close of
       business on the Regular Record Date for such interest;

              (4) the date or dates on which the principal of the Securities of
       the series is payable;

              (5) the rate or rates at which the Securities of the series shall
       bear interest, if any, the date or dates from which such interest shall
       accrue, the Interest Payment Dates on which such interest shall be
       payable and the Regular Record Date for the interest payable on any
       Interest Payment Date;

              (6) the place or places where the principal of (and premium, if
       any) and interest on Securities of the series shall be payable;

              (7) the period or periods within which, the price or prices at
       which, and the terms and




                                      -23-


       conditions upon which, Securities of the series may be redeemed, in whole
       or in part, at the option of the Company;

              (8) the obligation, if any, of the Company to redeem or purchase
       Securities of the series pursuant to any sinking fund or analogous
       provisions or at the option of a Holder thereof and the period or periods
       within which, the price or prices at which and the terms and conditions
       upon which, Securities of the series shall be redeemed or purchased, in
       whole or in part, pursuant to such obligation;

              (9) any provisions necessary to permit or facilitate the issuance,
       payment or conversion of any Securities of the series that may be
       converted into securities or other property other than Securities of the
       same series (including shares of the Company's common or preferred stock
       or other Securities of the Company) and of like tenor, whether in
       addition to, or in lieu of, any payment of principal or other amount and
       whether at the option of the Company or otherwise;

              (10) if other than denominations of $1,000 and any integral
       multiple thereof, the denominations in which Securities of the series
       shall be issuable;

              (11) the currency or currencies, including composite currencies,
       in which payment of the principal of and any premium and interest on the
       Securities of the series shall be payable if other than the currency of
       the United States of America;

              (12) if the principal of or any premium or interest on any
       Securities of the series is to be payable, at the election of the Company
       or the Holder thereof, in one or more currencies, composite currencies or
       currency units other than that or those in which such Securities are
       stated to be payable, the currency, currencies, composite currency,
       composite currencies or currency units in which the principal of or any



                                      -24-


       premium or interest on such Securities as to which such election is made
       shall be payable, the periods within which and the terms and conditions
       upon which such election is to be made and the amount so payable (or the
       manner in which such amount shall be determined);

              (13) if the amount of payments of principal of and any premium or
       interest on the Securities of the series may be determined with reference
       to an index, a formula or any other method, the manner in which such
       amounts shall be determined;

              (14) whether the Securities of the series shall be issued in whole
       or in part in the form of one or more Global Securities and, in such
       case, the Depository with respect to such Global Security or Securities
       and the circumstances under which any such Global Security may be
       exchanged for Securities registered in the name of, and any transfer of
       such Global Security may be registered in the name of, a Person other
       than such Depository or its nominee, if other than as set forth in
       Section 305;

              (15) if other than the principal amount thereof, the portion of
       the principal amount of Securities of the series which shall be payable
       upon declaration of acceleration of the Maturity thereof pursuant to
       Section 502;

              (16) the application, if any, of Section 1302 or 1303 to the
       Securities of any series;

              (17) any proposed listing on any national or foreign securities
       exchange of the Securities of the series; and

              (18) any other terms of the series (which terms shall not be
       inconsistent with the provisions of this Indenture).

              All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to the Board Resolution referred to above and (subject to Section





                                      -25-


303) set forth in the Officers' Certificate or in any such indenture
supplemental hereto.

              If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.

Section 302.      Denominations.

              The Securities of each series shall be issuable in registered form
without coupons in such denominations as shall be specified as contemplated by
Section 301. In the absence of any such provisions with respect to the
Securities of any series, the Securities of such series shall be issuable in
denominations of $1,000 and any integral multiple thereof.

Section 303.      Execution, Authentication, Delivery and Dating.

              The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its President or one of its Vice Presidents. The
signature of any of these officers on the Securities may be manual or facsimile.

              Securities bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Securities or
did not hold such offices at the date of such Securities.

              At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Securities of any series executed by
the Company to the Trustee for authentication, together with a Company Order for
the authentication and delivery of such Securities, and the Trustee in
accordance with the Company Order shall authenticate and deliver such
Securities. If the form or terms of the Securities of the series have been
established in or pursuant to one or more Board Resolutions





                                      -26-


as permitted by Sections 201 and 301, in authenticating such Securities, and
accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive, and (subject to
Section 601) shall be fully protected in relying upon, an Opinion of Counsel
stating,

              (a) if the form of such Securities has been established by or
       pursuant to Board Resolution as permitted by Section 201, that such form
       has been established in conformity with the provisions of this Indenture;

              (b) if the terms of such Securities have been established by or
       pursuant to Board Resolution as permitted by Section 301, that such terms
       have been established in conformity with the provisions of this
       Indenture; and

              (c) that such Securities, when authenticated and delivered by the
       Trustee and issued by the Company in the manner and subject to any
       conditions specified in such Opinion of Counsel, will constitute valid
       and legally binding obligations of the Company, enforceable in accordance
       with their terms, subject to bankruptcy, insolvency, fraudulent transfer,
       reorganization, moratorium and similar laws of general applicability
       relating to or affecting the enforcement of creditors' rights and to
       general equity principles.

If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

              Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 301 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the time
of





                                      -27-


authentication of each Security of such series if such documents are delivered
at or prior to the time of authentication upon original issuance of the first
Security of such series to be issued.

              Each Security shall be dated the date of its authentication.

              No Security shall be entitled to any benefit under this Indenture
or be valid or obligatory for any purpose unless there appears on such Security
a certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder and is entitled to the
benefits of this Indenture. Notwithstanding the foregoing, if any Security shall
have been authenticated and delivered hereunder but never issued and sold by the
Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 309 together with a written statement (which
need not comply with Section 102 and need not be accompanied by an Opinion of
Counsel) stating that such Security has never been issued and sold by the
Company, for all purposes of this Indenture such Security shall be deemed never
to have been authenticated and delivered hereunder and shall never be entitled
to the benefits of this Indenture.

Section 304.      Temporary Securities.

              Pending the preparation of definitive Securities of any series,
the Company may execute, and upon Company Order the Trustee shall authenticate
and deliver, temporary Securities which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued and with such appropriate insertions, omissions, substitutions and
other variations as the officers executing such Securities may determine, as
evidenced by their execution of such Securities.

              If temporary Securities of any series are issued, the Company will
cause definitive Securities of that series to be prepared without unreasonable
delay. After the





                                      -28-


preparation of definitive Securities of such series, the temporary Securities of
such series shall be exchangeable for definitive Securities of such series upon
surrender of the temporary Securities of such series at the office or agency of
the Company in a Place of Payment for that series, without charge to the Holder.
Upon surrender for cancellation of any one or more temporary Securities of any
series the Company shall execute and the Trustee shall authenticate and deliver
in exchange therefor a like principal amount of definitive Securities of the
same series and of a like tenor of authorized denominations. Until so exchanged
the temporary Securities of any series shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities of such series.

Section 305.      Registration, Registration of Transfer and Exchange.

              The Company shall cause to be kept at the Corporate Trust Office
of the Trustee a register (the register maintained in such office and in any
other office or agency of the Company in a Place of Payment being herein
sometimes collectively referred to as the "Security Register") in which, subject
to such reasonable regulations as it may prescribe, the Company shall provide
for the registration of Securities and of transfers of Securities. The Trustee
is hereby appointed "Security Registrar" for the purpose of registering
Securities and transfers of Securities as herein provided.

              Upon surrender for registration of transfer of any Security of any
series at the office or agency in a Place of Payment for that series, the
Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Securities of
the same series, of any authorized denominations and of a like aggregate
principal amount and tenor.

              At the option of the Holder, Securities of any series may be
exchanged for other Securities of the same series of any authorized
denominations and of a like aggregate principal amount and tenor, upon surrender
of the Securities to be exchanged at such office or agency. Whenever any
Securities are so surrendered for exchange,




                                      -29-


the Company shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive.

              All Securities issued upon any registration of transfer or
exchange of Securities shall be the valid obligations of the Company, evidencing
the same debt, and entitled to the same benefits under this Indenture, as the
Securities surrendered upon such registration of transfer or exchange.

              Every Security presented or surrendered for registration of
transfer or for exchange shall (if so required by the Company or the Trustee) be
duly endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed, by the
Holder thereof or his attorney duly authorized in writing.

              No service charge shall be made for any registration of transfer
or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.

              The Company shall not be required (i) to issue, register the
transfer of or exchange Securities of any series during a period beginning at
the opening of business 15 days before the day of the mailing of a notice of
redemption of Securities of that series selected for redemption under Section
1103 and ending at the close of business on the day of such mailing, or (ii) to
register the transfer of or exchange any Security so selected for redemption in
whole or in part, except the unredeemed portion of any Security being redeemed
in part.

              Notwithstanding the foregoing, no Global Security shall be
registered for transfer or exchange, or authenticated or delivered, pursuant to
this Section 305 or Sections 304, 306, 906 or 1107 in the name of a Person other
than the Depository for such Security or its nominee until (i) the Depository
with respect to a Global Security notifies the Company that it is unwilling or
unable to continue as Depository for such Global Security or the





                                      -30-


Depository ceases to be a clearing agency registered under the Exchange Act,
(ii) the Company executes and delivers to the Trustee a Company Order that such
Global Security shall be so transferable and exchangeable or (iii) there shall
have occurred and be continuing an Event of Default with respect to the
Securities of such series. Upon the occurrence in respect of any Global Security
of any series of any one or more of the conditions specified in clauses (i),
(ii) or (iii) of the preceding sentence or such other conditions as may be
specified as contemplated by Section 301 for such series, such Global Security
may be registered for transfer or exchange for Securities registered in the
names of, or authenticated and delivered to, such Persons as the Depository with
respect to such series shall direct.

              Except as provided in the preceding paragraph, any Security
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, any Global Security, whether pursuant to this Section,
Section 304, 306, 906 or 1107 or otherwise, shall also be a Global Security and
bear the legend specified in Section 204.

Section 306.      Mutilated, Destroyed, Lost and Stolen Securities.

              If any mutilated Security is surrendered to the Trustee, the
Company shall execute and the Trustee shall authenticate and deliver in exchange
thereof or a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

              If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Security
and (ii) such security or indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in the absence of notice to
the Company or the Trustee that such Security has been acquired by a protected
purchaser, the Company shall execute and upon its request the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.



                                      -31-


              In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

              Upon the issuance of any new Security under this Section, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

              Every new Security of any series issued pursuant to this Section
in lieu of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that series duly issued hereunder.

              The provisions of this Section are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities.

Section 307.      Payment of Interest; Interest Rights Preserved.

              Unless otherwise provided as contemplated by Section 301 with
respect to any series of Securities, interest on any Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

              Any interest on any Security of any series which is payable, but
is not punctually paid or duly provided for, on any Interest Payment Date
(herein called "Defaulted Interest") shall forthwith cease to be payable to the
Holder on the relevant Regular Record Date by virtue of having been such Holder,
and such Defaulted Interest may be





                                      -32-


paid by the Company, at its election in each case, as provided in Clause (1) or
(2) below:

              (1) The Company may elect to make payment of any Defaulted
       Interest to the Persons in whose names the Securities of such series (or
       their respective Predecessor Securities) are registered at the close of
       business on a Special Record Date for the payment of such Defaulted
       Interest, which shall be fixed in the following manner. The Company shall
       notify the Trustee in writing of the amount of Defaulted Interest
       proposed to be paid on each Security of such series and the date of the
       proposed payment, and at the same time the Company shall deposit with the
       Trustee an amount of money equal to the aggregate amount proposed to be
       paid in respect of such Defaulted Interest or shall make arrangements
       satisfactory to the Trustee for such deposit prior to the date of the
       proposed payment, such money when deposited to be held in trust for the
       benefit of the Persons entitled to such Defaulted Interest as in this
       Clause provided. Thereupon the Trustee shall fix a Special Record Date
       for the payment of such Defaulted Interest which shall be not more than
       15 days and not less than 10 days prior to the date of the proposed
       payment and not less than 10 days after the receipt by the Trustee of the
       notice of the proposed payment. The Trustee shall promptly notify the
       Company of such Special Record Date and, in the name and at the expense
       of the Company, shall cause notice of the proposed payment of such
       Defaulted Interest and the Special Record Date therefor to be mailed,
       first-class postage prepaid, to each Holder of Securities of such series
       at his address as it appears in the Security Register, not less than 10
       days prior to such Special Record Date. Notice of the proposed payment of
       such Defaulted Interest and the Special Record Date therefor having been
       so mailed, such Defaulted Interest shall be paid to the Persons in whose
       names the Securities of such series (or their respective Predecessor
       Securities) are registered at the close of business on such Special
       Record Date and




                                      -33-


       shall no longer be payable pursuant to the following Clause (2).

              (2) The Company may make payment of any Defaulted Interest on the
       Securities of any series in any other lawful manner not inconsistent with
       the requirements of any securities exchange on which such Securities may
       be listed, and upon such notice as may be required by such exchange, if,
       after notice given by the Company to the Trustee of the proposed payment
       pursuant to this Clause, such manner of payment shall be deemed
       practicable by the Trustee.

              Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.

Section 308.      Persons Deemed Owners.

              Prior to due presentment of a Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Security is registered as the owner of
such Security for the purpose of receiving payment of principal of (and premium,
if any) and (subject to Section 307) interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

Section 309.      Cancellation.

              All Securities surrendered for payment, redemption, registration
of transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it. The Company may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in





                                      -34-


any manner whatsoever, and may deliver to the Trustee (or to any other Person
for delivery to the Trustee) for cancellation any Securities previously
authenticated hereunder which the Company has not issued and sold, and all
Securities so delivered shall be promptly cancelled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by this
Indenture. All cancelled Securities held by the Trustee shall be disposed of in
accordance with its normal procedures unless otherwise directed by a Company
Order.

Section 310.      Computation of Interest.

              Except as otherwise specified as contemplated by Section 301 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

                                  ARTICLE FOUR

                           Satisfaction and Discharge

Section 401.      Satisfaction and Discharge of Indenture.

              This Indenture shall upon Company Request cease to be of further
effect (except as to any surviving rights of registration of transfer or
exchange of Securities herein expressly provided for), and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

              (1) either

                     (A) all Securities theretofore authenticated and delivered
              (other than (i) Securities which have been destroyed, lost or
              stolen and which have been replaced or paid as provided in Section
              306 and (ii) Securities for whose payment money has theretofore
              been deposited in trust or segregated and held in trust by the
              Company and thereafter repaid to the Company or discharged from
              such trust, as provided in




                                      -35-


              Section 1003) have been delivered to the Trustee for cancellation;
              or

                     (B) all such Securities not theretofore delivered to the
              Trustee for cancellation

                            (i) have become due and payable, or

                            (ii) will become due and payable at their Stated
                     Maturity within one year, or

                            (iii) are to be called for redemption within one
                     year under arrangements satisfactory to the Trustee for the
                     giving of notice of redemption by the Trustee in the name,
                     and at the expense, of the Company,

              and the Company, in the case of (i), (ii) or (iii) above, has
              deposited or caused to be deposited with the Trustee as trust
              funds in trust for the purpose an amount sufficient to pay and
              discharge the entire indebtedness on such Securities not
              theretofore delivered to the Trustee for cancellation, for
              principal (and premium, if any) and interest to the date of such
              deposit (in the case of Securities which have become due and
              payable) or to the Stated Maturity or Redemption Date, as the case
              may be;

              (2) the Company has paid or caused to be paid all other sums
       payable hereunder by the Company; and

              (3) the Company has delivered to the Trustee an Officers'
       Certificate and an Opinion of Counsel, each stating that all conditions
       precedent herein provided for relating to the satisfaction and discharge
       of this Indenture have been complied with.






                                      -36-


              Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of the Company to the Trustee under Section 607, the obligations
of the Trustee to any Authenticating Agent under Section 614 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.

Section 402.      Application of Trust Money.

              Subject to provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 shall be held in trust
and applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with the
Trustee.

                                  ARTICLE FIVE

                                    Remedies

Section 501.      Events of Default.

              "Event of Default", wherever used herein with respect to
Securities of any series, means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

              (1) default in the payment of any interest upon any Security of
       that series when it becomes due and payable, and continuance of such
       default for a period of 30 days; or

              (2) default in the payment of the principal of (or premium, if
       any, on) any Security of that series at its Maturity; or



                                      -37-


              (3) default in the deposit of any sinking fund payment, when and
       as due by the terms of a Security of that series; or

              (4) default in the performance, or breach, of any covenant or
       warranty of the Company in this Indenture (other than a covenant or
       warranty a default in whose performance or whose breach is elsewhere in
       this Section specifically dealt with or which has expressly been included
       in this Indenture solely for the benefit of a series of Securities other
       than that series), and continuance of such default or breach for a period
       of 90 days after there has been given, by registered or certified mail,
       to the Company by the Trustee or to the Company and the Trustee by the
       Holders of at least 25% in principal amount of the Outstanding Securities
       of that series a written notice specifying such default or breach and
       requiring it to be remedied and stating that such notice is a "Notice of
       Default" hereunder; or

              (5) the entry by a court having jurisdiction in the premises of
       (A) a decree or order for relief in respect of the Company in an
       involuntary case or proceeding under any applicable Federal or State
       bankruptcy, insolvency, reorganization or other similar law or (B) a
       decree or order adjudging the Company a bankrupt or insolvent, or
       approving as properly filed a petition seeking reorganization,
       arrangement, adjustment or composition of or in respect of the Company
       under any applicable Federal or State law, or appointing a custodian,
       receiver, liquidator, assignee, trustee, sequestrator or other similar
       official of the Company or of any substantial part of its property, or
       ordering the winding up or liquidation of its affairs, and the
       continuance of any such decree or order for relief or any such other
       decree or order unstayed and in effect for a period of 90 consecutive
       days; or

              (6) the commencement by the Company of a voluntary case or
       proceeding under any applicable




                                      -38-


       Federal or State bankruptcy, insolvency, reorganization or other similar
       law or of any other case or proceeding to be adjudicated a bankrupt or
       insolvent, or the consent by it to the entry of a decree or order for
       relief in respect of the Company in an involuntary case or proceeding
       under any applicable Federal or State bankruptcy, insolvency,
       reorganization or other similar law or to the commencement of any
       bankruptcy or insolvency case or proceeding against it, or the filing by
       it of a petition or answer or consent seeking reorganization or relief
       under any applicable Federal or State law, or the consent by it to the
       filing of such petition or to the appointment of or taking possession by
       a custodian, receiver, liquidator, assignee, trustee, sequestrator or
       similar official of the Company or of any substantial part of its
       property, or the making by it of an assignment for the benefit of
       creditors, or the admission by it in writing of its inability to pay its
       debts generally as they become due, or the taking of corporate action by
       the Company in furtherance of any such action; or

              (7) any other Event of Default provided with respect to Securities
       of that series.

              Upon receipt by the Trustee of any Notice of Default pursuant to
this Section 501 with respect to Securities of a series all or part of which is
represented by a Global Security, a record date shall be established for
determining Holders of Outstanding Securities of such series entitled to join in
such Notice of Default, which record date shall be at the close of business on
the day the Trustee receives such Notice of Default. The Holders on such record
date, or their duly designated proxies, and only such Persons, shall be entitled
to join in such Notice of Default, whether or not such Holders remain Holders
after such record date; provided, however, that unless Holders of at least 25%
in principal amount of the Outstanding Securities of such series, or their
proxies, shall have joined in such Notice of Default prior to the date which is
the ninetieth day after such record date, such Notice of Default shall
automatically and without further action by any Holder be cancelled and of no
further




                                      -39-


effect. Nothing in this paragraph shall prevent a Holder, or a proxy of a
Holder, from giving, (i) after expiration of such 90-day period, a new Notice of
Default identical to a Notice of Default which has been cancelled pursuant to
the proviso to the preceding sentence or (ii) during any such 90-day period, an
additional Notice of Default with respect to any new or different fact or
circumstance permitting the giving of a Notice of Default with respect to
Securities of such series, in either of which events a new record date shall be
established pursuant to the provisions of this Section 501.

Section 502.      Acceleration of Maturity; Rescission and Annulment.

              If an Event of Default with respect to Securities of any series at
the time Outstanding occurs and is continuing, then and in every such case the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series may declare the principal amount (or, if
any of the Securities of that series are Original Issue Discount Securities,
such portion of the principal amount of such Securities as may be specified in
the terms thereof) of all of the Securities of that series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such principal amount (or specified
amount) shall become immediately due and payable.

              At any time after such a declaration of acceleration with respect
to Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if

              (1) the Company has paid or deposited with the Trustee a sum
       sufficient to pay

                     (A) all overdue interest on all Securities of that series,



                                      -40-



                     (B) the principal of (and premium, if any, on) any
              Securities of that series which have become due otherwise than by
              such declaration of acceleration and interest thereon at the rate
              or rates prescribed therefor in such Securities,

                     (C) to the extent that payment of such interest is lawful,
              interest upon overdue interest at the rate or rates prescribed
              therefor in such Securities, and

                     (D) all sums paid or advanced by the Trustee hereunder and
              the reasonable compensation, expenses, disbursements and advances
              of the Trustee, its agents and counsel;

       and

              (2) all Events of Default with respect to Securities of that
       series, other than the non-payment the principal of Securities of that
       series which have become due solely by such declaration of acceleration,
       have been cured or waived as of provided in Section 513.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

              Upon receipt by the Trustee of written notice declaring such an
acceleration, or rescission and annulment thereof, with respect to Securities of
a series all or part of which is represented by a Global Security, a record date
shall be established for determining Holders of Outstanding Securities of such
series entitled to join in such notice, which record date shall be at the close
of business on the day the Trustee receives such notice. The Holders on such
record date, or their duly designated proxies, and only such Persons, shall be
entitled to join in such notice, whether or not such Holders remain Holders
after such record date; provided, however, that unless such declaration of
acceleration, or rescission and annulment, as the case may be, shall have become
effective by virtue of the requisite percentage having joined in such notice
prior to the day which is the ninetieth day after such





                                      -41-


record date, such notice of declaration of acceleration, or rescission and
annulment, as the case may be, shall automatically and without further action by
any Holder be cancelled and of no further effect. Nothing in this paragraph
shall prevent a Holder, or a proxy of a Holder, of Securities of any series from
giving, (i) after expiration of such 90-day period, a new written notice of
declaration of acceleration, or rescission and annulment thereof, as the case
may be, that is identical to a written notice which has been cancelled pursuant
to the proviso to the preceding sentence or (ii) during any such 90-day period
an additional written notice of declaration of acceleration with respect to any
other Event of Default with respect to Securities of such series, or an
additional written notice of rescission or annulment of any declaration of
acceleration with respect to any other Event of Default with respect to
Securities of such series, in either of which events a new record date shall be
established pursuant to the provisions of this Section 502.

Section 503.      Collection of Indebtedness and Suits for Enforcement by
                  Trustee.

              The Company covenants that if

              (1) default is made in the payment of any interest on any Security
       when such interest becomes due and payable and such default continues for
       a period of 30 days, or

              (2) default is made in the payment of the principal of (or
       premium, if any, on) any Security at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal (and premium, if any) and interest and, to the extent
that payment of such interest shall be legally enforceable, interest on any
overdue principal (and premium, if any) and on any overdue interest, at the rate
or rates prescribed therefor in such Securities, and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses,




                                      -42-


disbursements and advances of the Trustee, its agents and counsel.

              If the Company fails to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of the sums so due and
unpaid, may prosecute such proceeding to judgment or final decree and may
enforce the same against the Company or any other obligor upon such Securities
and collect the moneys adjudged or decreed to be payable in the manner provided
by law out of the property of the Company or any other obligor upon such
Securities, wherever situated.

              If an Event of Default with respect to Securities of any series
occurs and is continuing, the Trustee may in its discretion proceed to protect
and enforce its rights and the rights of the Holders of Securities of such
series by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

Section 504.      Trustee May File Proofs of Claim.

              In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue principal or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise,

              (i) to file and prove a claim for the whole amount of principal
       (and premium, if any) and interest owing and unpaid in respect of the
       Securities and to file such other papers or documents as may be necessary
       or advisable in





                                      -43-


       order to have the claims of the Trustee (including any claim for the
       reasonable compensation, expenses, disbursements and advances of the
       Trustee, its agents and counsel) and of the Holders allowed in such
       judicial proceeding, and

              (ii) to collect and receive any moneys or other property payable
       or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.

              Nothing herein contained shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

Section 505.      Trustee May Enforce Claims Without Possession of Securities.

              All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.



                                      -44-


Section 506.      Application of Money Collected.

              Any money collected by the Trustee pursuant to this Article shall
be applied in the following order, at the date or dates fixed by the Trustee
and, in case of the distribution of such money on account of principal (or
premium, if any) or interest, upon presentation of the Securities and the
notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:

              FIRST: To the payment of all amounts due the Trustee under Section
       607, including the reasonable fees and expenses of its counsel; and

              SECOND: To the payment of the amounts then due and unpaid for
       principal of (and premium, if any) and interest on the Securities in
       respect of which or for the benefit of which such money has been
       collected, ratably, without preference or priority of any kind, according
       to the amounts due and payable on such Securities for principal (and
       premium, if any) and interest, respectively.

Section 507.      Limitation on Suits.

              No Holder of any Security of any series shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless

              (1) such Holder has previously given written notice to the Trustee
       of a continuing Event of Default with respect to the Securities of that
       series;

              (2) the Holders of not less than 25% in principal amount of the
       Outstanding Securities of that series shall have made written request to
       the Trustee to institute proceedings in respect of such Event of Default
       in its own name as Trustee hereunder;

              (3) such Holder or Holders have offered to the Trustee reasonable
       indemnity against the




                                      -45-


       costs, expenses and liabilities to be incurred in compliance with such
       request;

              (4) the Trustee for 90 days after its receipt of such notice,
       request and offer of indemnity has failed to institute any such
       proceeding; and

              (5) no direction inconsistent with such written request has been
       given to the Trustee during such 90-day period by the Holders of a
       majority in principal amount of the Outstanding Securities of that
       series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such
Holders.

Section 508.      Unconditional Right of Holders to Receive Principal, Premium
                  and Interest.

              Notwithstanding any other provision in this Indenture, the Holder
of any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any) and (subject to
Section 307) interest on such Security on the Stated Maturity or Maturities
expressed in such Security (or, in the case of redemption, on the Redemption
Date) and to institute suit for the enforcement of any such payment, and such
rights shall not be impaired without the consent of such Holder.

Section 509.      Restoration of Rights and Remedies.

              If the Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the





                                      -46-


Company, the Trustee and the Holders shall be restored severally and
respectively to their former positions hereunder and thereafter all rights and
remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.

Section 510.      Rights and Remedies Cumulative.

              Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities in the last paragraph
of Section 306, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

Section 511.      Delay or Omission Not Waiver.

              No delay or omission of the Trustee or of any Holder of any
Securities to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event
of Default or an acquiescence therein. Every right and remedy given by this
Article or by law to the Trustee or to the Holders may be exercised from time to
time, and as often as may be deemed expedient, by the Trustee or by the Holders,
as the case may be.

Section 512.      Control by Holders.

              The Holders of a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series, provided that

              (1) such direction shall not be in conflict with any rule of law
       or with this Indenture, and


                                      -47-


              (2) the Trustee may take any other action deemed proper by the
       Trustee which is not inconsistent with such direction.

              Upon receipt by the Trustee of any written notice directing the
time, method or place of conducting any such proceeding or exercising any such
trust or power, with respect to Securities of a series all or part of which is
represented by a Global Security, a record date shall be established for
determining Holders of Outstanding Securities of such series entitled to join in
such notice, which record date shall be at the close of business on the day the
Trustee receives such notice. The Holders on such record date, or their duly
designated proxies, and only such Persons, shall be entitled to join in such
notice, whether or not such Holders remain Holders after such record date;
provided, however, that unless the Holders of a majority in principal amount of
the Outstanding Securities of such series shall have joined in such notice prior
to the day which is the ninetieth day after such record date, such notice shall
automatically and without further action by any Holder be cancelled and of no
further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of
a Holder, from giving, (i) after expiration of such 90-day period, a new notice
identical to a notice which has been cancelled pursuant to the proviso to the
preceding sentence or (ii) during any such 90-day period, a new direction
contrary to or different from such direction, in either of which events a new
record date shall be established pursuant to the provisions of this Section 512.

Section 513.      Waiver of Past Defaults.

              Subject to Section 502, the Holders of a majority in principal
amount of the Outstanding Securities of any series may, by notice to the
Trustee, waive an existing or past default with respect to the Securities of
such series and its consequences, except a default

              (1) in the payment of principal of (or premium, if any) or
       interest on any Security of such series, or in the deposit of any sinking
       fund payment when and as due,

              (2) in respect of a covenant or provision hereof which under
       Article Nine cannot be





                                      -48-


       modified or amended without the consent of the Holder of each Outstanding
       Security of such series affected, or

              (3) in respect of an existing or past default described in clause
       (4), (5) or (6) of Section 501, which may be waived by the Holders of a
       majority in principal amount of all Outstanding Securities voting
       together as a single class.

              The Company may, but shall not be obligated to, fix a record date
for the purpose of determining the Persons entitled to waive any past default
hereunder. If a record date is fixed, the Holders on such record date, or their
duly designated proxies, and only such Persons, shall be entitled to waive any
default hereunder, whether or not such Holders remain Holders after such record
date; provided, however, that unless such majority in principal amount shall
have waived such default prior to the date which is the ninetieth day after such
record date, any such waiver previously given shall automatically and without
further action by any Holder be cancelled and of no further effect.

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

Section 514.      Undertaking for Costs.

              All parties to this Indenture agree, and each Holder of any
Security by his acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party





                                      -49-


litigant; but the provisions of this Section shall not apply to any suit
instituted by the Company, to any suit instituted by the Trustee, to any suit
instituted by any Holder, or group of Holders, holding in the aggregate more
than 10% in principal amount of the Outstanding Securities of any series, or to
any suit instituted by any Holder for the enforcement of the payment of the
principal of (or premium, if any) or interest on any Security on or after the
Stated Maturity or Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date).

Section 515.      Waiver of Stay or Extension Laws.

              The Company covenants (to the extent that it may lawfully do so)
that it will not at any time insist upon, or plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

                                  ARTICLE SIX

                                  The Trustee

Section 601.      Certain Duties and Responsibilities.

              (a) Except during the continuance of an Event of Default,

              (1) the Trustee undertakes to perform such duties and only such
       duties as are specifically set forth in this Indenture, and no implied
       covenants or obligations shall be read into this Indenture against the
       Trustee; and

              (2) in the absence of bad faith on its part, the Trustee may
       conclusively rely, as to the truth of the statements and the correctness



                                      -50-


       of the opinions expressed therein, upon certificates or opinions
       furnished to the Trustee and conforming to the requirements of this
       Indenture; but in the case of any such certificates or opinions which by
       any provision hereof are specifically required to be furnished to the
       Trustee, the Trustee shall be under a duty to examine the same to
       determine whether or not they conform to the requirements of this
       Indenture.

              (b) In case an Event of Default has occurred and is continuing,
the Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.

              (c) No provision of this Indenture shall be construed to relieve
the Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that

              (1) this Subsection shall not be construed to limit the effect of
       Subsection (a) of this Section;

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

              (3) the 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 a majority in principal amount of the
       outstanding Securities of any series, determined as provided in Section
       512, relating to the time, method and place of conducting any proceeding
       for any remedy available to the Trustee, or exercising any trust or power
       conferred upon the Trustee, under this Indenture with respect to the
       Securities of such series; and



                                      -51-

              (4) no provision of this Indenture shall require the Trustee to
       expend or risk its own funds or otherwise incur any financial liability
       in the performance of any of its duties hereunder, or in the exercise of
       any of its rights or powers, if it shall have reasonable grounds for
       believing that repayment of such funds or adequate indemnity against such
       risk or liability is not reasonably assured to it.

              (d) Whether or not therein expressly so provided, every provision
of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section.

Section 602.      Notice of Defaults.

              Within 90 days after the occurrence of any default hereunder with
respect to the Securities of any series, the Trustee shall transmit by mail to
all Holders of Securities of such series, as their names and addresses appear in
the Security Register, notice of such default hereunder known to the Trustee,
unless such default shall have been cured or waived; provided, however, that,
except in the case of a default in the payment of the principal of (or premium,
if any) or interest on any Security of such series or in the payment of any
sinking fund installment with respect to Securities of such series, the Trustee
shall be protected in withholding such notice if and so long as the board of
directors, the executive committee or a trust committee of directors or
Responsible Officers of the Trustee in good faith determine that the withholding
of such notice is in the interest of the Holders of Securities of such series;
and provided, further, that in the case of any default of the character
specified in Section 501(4) with respect to Securities of such series, no such
notice to Holders shall be given until at least 30 days after the occurrence
thereof. For the purpose of this Section, the term "default" means any event
which is, or after notice or lapse of time or both would become, an Event of
Default with respect to Securities of such series.

Section 603.      Certain Rights of Trustee.

              Subject to the provisions of Section 601:





                                      -52-


              (a) the 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 or presented by the proper party or parties;

              (b) any request or direction of the Company mentioned herein shall
       be sufficiently evidenced by a Company Request or Company Order or as
       otherwise expressly provided herein and any resolution of the Board of
       Directors may be sufficiently evidenced by a Board Resolution;

              (c) whenever in the administration of this Indenture the Trustee
       shall deem it desirable that a matter be proved or established prior to
       taking, suffering or omitting any action hereunder, the Trustee (unless
       other evidence be herein specifically prescribed) may, in the absence of
       bad faith on its part, conclusively rely upon an Officers' Certificate;

              (d) the Trustee may consult with counsel and the written advice of
       such counsel or any Opinion of Counsel 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 reliance thereon;

              (e) the Trustee shall be under no obligation to exercise any of
       the rights or powers vested in it by this Indenture at the request or
       direction of any of the Holders pursuant to this Indenture, unless such
       Holders shall have offered to the Trustee reasonable security or
       indemnity against the costs, expenses and liabilities which might be
       incurred by it in compliance with such request or direction;

              (f) the Trustee shall not be bound to make any investigation into
       the facts or matters stated in any resolution, certificate, statement,



                                      -53-


       instrument, opinion, report, notice, request, direction, consent, order,
       bond, debenture, note, other evidence of indebtedness or other paper or
       document, but the Trustee, in its discretion, may make such further
       inquiry or investigation into such facts or matters as it may see fit,
       and, if the Trustee shall determine to make such further inquiry or
       investigation, it shall be entitled to examine the books, records and
       premises of the Company, personally or by agent or attorney;


              (g) the Trustee may execute any of the trusts or powers hereunder
       or perform any duties hereunder either directly or by or through agents
       or attorneys and the 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;


              (h) the Trustee shall not be liable for any action taken,
       suffered, or omitted to be taken by it in good faith and reasonably
       believed by it to be authorized or within the discretion or rights or
       powers conferred upon it by this Indenture; and


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

Section 604.      Not Responsible for Recitals or Issuance of Securities.

              The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and the Trustee or any Authenticating Agent assumes no
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities. The Trustee
or any Authenticating Agent shall not be accountable for the use or application
by the Company of Securities or the proceeds thereof.

Section 605.      May Hold Securities.

              The Trustee, any Authenticating Agent, any Paying Agent, any
Security Registrar or any other agent of the





                                      -54-


Company, in its individual or any other capacity, may become the owner or
pledgee of Securities and, subject to Sections 608 and 613, may otherwise deal
with the Company with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent.

Section 606.      Money Held in Trust.

              Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed with the Company.

Section 607.      Compensation and Reimbursement.

              The Company agrees

              (1) to pay to the Trustee from time to time reasonable
       compensation for all services rendered by it hereunder (which
       compensation shall not be limited by any provision of law in regard to
       the compensation of a trustee of an express trust);

              (2) except as otherwise expressly provided herein, to reimburse
       the Trustee upon its request for all reasonable expenses, disbursements
       and advances incurred or made by the Trustee in accordance with any
       provision of this Indenture (including the reasonable compensation and
       the expenses and disbursements of its agents and counsel), except any
       such expense, disbursement or advance as may be attributable to its
       negligence or bad faith; and

              (3) to indemnify the Trustee for, and to hold it 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 of the trust or trusts hereunder (including the reasonable
       compensation and the expenses and disbursements of its counsel),
       including the costs and expenses of defending itself against any claim or
       liability in connection with the exercise or




                                      -55-


       performance of any of its powers or duties hereunder.

              When the Trustee incurs expenses or renders services in connection
with an Event of Default specified in Section 501(5) and 501(6), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or State bankruptcy, insolvency,
reorganization, or other similar law.

              To secure the Company's payment obligations in this Section 607,
the Trustee shall have a lien prior to the Securities on all money or property
held or collected by the Trustee, in its capacity as Trustee, except money or
property held in trust to pay principal of, premium, if any, and interest on
particular Securities.

              The provisions of this Section 607 shall survive the resignation
or removal of the Trustee and the termination of this Indenture.

Section 608.      Disqualification; Conflicting Interests.

              The Trustee for the Securities of any series issued hereunder
shall be subject to the provisions of Section 310(b) of the Trust Indenture Act
during the period of time provided for therein. In determining whether the
Trustee has a conflicting interest as defined in Section 310(b) of the Trust
Indenture Act with respect to the Securities of any series, there shall be
excluded this Indenture with respect to Securities of any particular series of
Securities other than that series.

              Nothing herein shall prevent the Trustee from filing with the
Securities and Exchange Commission the application referred to in the second to
last paragraph of section 310(b) of the Trust Indenture Act.

Section 609.      Corporate Trustee Required; Eligibility.

              There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, authorized under such



                                      -56-


laws to exercise corporate trust powers, having a combined capital and surplus
of at least $50,000,000. If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, 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. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.

Section 610.      Resignation and Removal;
                  Appointment of Successor.

              (a) No resignation or removal of the Trustee and no appointment of
a successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 611.

              (b) The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 611 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

              (c) The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series, delivered to the Trustee and to
the Company.

              (d) If at any time:

              (1) the Trustee shall fail to comply with Section 608(a) after
       written request therefor by the Company or by any Holder who has been a
       bona




                                      -57-


       fide Holder of a Security for at least six months, or

              (2) the Trustee shall cease to be eligible under Section 609 and
       shall fail to resign after written request thereof or by the Company or
       by any such Holder, or

              (3) the Trustee shall become incapable of acting or shall be
       adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
       property shall be appointed or any public officer shall take charge or
       control of the Trustee or of its property or affairs for the purpose of
       rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all securities, or (ii) subject to Section 514, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.

              (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the
applicable requirements of Section 611. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any Series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
611, become the successor Trustee with respect





                                      -58-


to the Securities of such series and to that extent supersede the successor
Trustee appointed by the Company. If no successor Trustee with respect to the
Securities of any Series shall have been so appointed by the Company or the
Holders and accepted appointment in the manner required by Section 611, any
Holder who has been a bona fide Holder of a Security of such series for at least
six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.

              (f) The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
by mailing written notice of such event by first-class mail, postage prepaid, to
all Holders of Securities of such series as their names and addresses appear in
the Security Register. Each notice shall include the name of the successor
Trustee with respect to the Securities of such series and the address of its
Corporate Trust Office.

Section 611.      Acceptance of Appointment by Successor.

              (a) In case of the appointment hereunder of a successor Trustee
with respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.

              (b) In case of the appointment hereunder of a successor Trustee
with respect to the Securities of one or more (but not all) series, the Company,
the retiring Trustee and each successor Trustee with respect to the




                                      -59-


Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment
and which (1) shall contain such provisions as shall be necessary or desirable
to transfer and confirm to, and to vest in, each successor Trustee all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates, (2) if the retiring Trustee is not retiring with respect to all
Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (3) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such Trustees
co- trustees of the same trust and that each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee; and upon the execution and delivery of
such supplemental indenture the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee hereunder
with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates.

              (c) Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts referred
to in paragraph (a) and (b) of this Section, as the case may be.





                                      -60-


              (d) No successor Trustee shall accept its appointment unless at
the time of such acceptance such successor Trustee shall be qualified and
eligible under this Article.

Section 612.      Merger, Conversion, Consolidation or Succession to Business.

              Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all the corporate trust
business of the Trustee, shall be the successor of the Trustee 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. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.

Section 613.      Preferential Collection of Claims Against Company.

              The Trustee shall comply with Section 311(a) of the Trust
Indenture Act with respect to each series of Securities for which it is Trustee.

Section 614.      Appointment of Authenticating Agent.

              At any time when any of the Securities remain Outstanding the
Company may appoint an Authenticating Agent or Agents with respect to one or
more series of Securities which shall be authorized to act on behalf of the
Trustee to authenticate Securities of such series issued upon exchange,
registration of transfer or partial redemption thereof or pursuant to Section
306, and Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if authenticated
by the Trustee hereunder. Wherever reference is made in this Indenture to the



                                      -61-


authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall at all times be a
corporation organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, authorized under such
laws to act as Authenticating Agent, having a combined capital and surplus of
not less than $50,000,000 and subject to supervision or examination by Federal
or State authority. If such Authenticating Agent publishes reports of condition
at least annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section.

              Any corporation into which an Authenticating Agent may be merged
or converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

              An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Company. The Company may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and to the Trustee. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Company may appoint a





                                      -62-


successor Authenticating Agent and shall mail written notice of such appointment
by first-class mail, postage prepaid, to all Holders of Securities of the series
with respect to which such Authenticating Agent will serve, as their names and
addresses appear in the Security Register. Any successor Authenticating Agent
upon acceptance of its appointment hereunder shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. No successor Authenticating Agent
shall be appointed unless eligible under the provisions of this Section.

              The Company agrees to pay to each Authenticating Agent from time
to time reasonable compensation for its services under this Section.

              If an appointment with respect to one or more series is made
pursuant to this Section, the Securities of such series may have endorsed
thereon, in addition to the Trustee's certificate of authentication, an
alternate certificate of authentication in the following form:

              This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.

                                                     JPMORGAN CHASE BANK,
                                                     as Trustee

                                                     By_______________________
                                                       As Authenticating Agent


                                                     By_______________________
                                                         Authorized Officer







                                      -63-


                                 ARTICLE SEVEN

              Holders' Lists and Reports by Trustee and Company

Section 701.      Company to Furnish Trustee Names and Addresses of Holders.

              The Company will furnish or cause to be furnished to the Trustee

              (a) semi-annually, not later than June 30 and December 31 in each
       year, a list, in such form as the Trustee may reasonably require, of the
       names and addresses of the Holders as of the preceding June 15 or
       December 15, as the case may be, and

              (b) at such other times as the Trustee may request in writing,
       within 30 days after the receipt by the Company of any such request, a
       list of similar form and content as of a date not more than 15 days prior
       to the time such list is furnished;

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar; provided that the Company shall not be obligated
to provide such a list of Holders at any time that such list would not differ
from the last such list provided by the Company to the Trustee under this
Section 701.

Section 702.      Preservation of Information; Communications to Holders.

              (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders contained in the most
recent list furnished to the Trustee as provided in Section 701 and the names
and addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.

              (b) If three or more Holders (herein referred to as "applicants")
apply in writing to the Trustee, and furnish the Trustee reasonable proof that
each such applicant has owned a Security for a period of at least six months
preceding the date of such application, and such application states that the
applicants desire to communicate with the other Holders with respect to their




                                      -64-


rights under this Indenture or under the Securities and is accompanied by a copy
of the form of proxy or other communication which such applicants propose to
transmit, then the Trustee shall, within five business days after the receipt of
such application, at its election, either

              (i) afford such applicants access to the information preserved at
       the time by the Trustee in accordance with Section 702(a), or

              (ii) inform such applicants as to the approximate number of
       Holders whose names and addresses appear in the information preserved at
       the time by the Trustee in accordance with Section 702(a), and as to the
       approximate cost of mailing to such Holders the form of proxy or other
       communication, if any, specified in such application.

              If the Trustee shall elect not to afford such applicants access to
such information, the Trustee shall, upon the written request of such
applicants, mail to each Holder whose name and address appear in the information
preserved at the time by the Trustee in accordance with Section 702(a) a copy of
the form of proxy or other communication which is specified in such request,
with reasonable promptness after a tender to the Trustee of the material to be
mailed and of payment, or provision for the payment, of the reasonable expenses
of mailing, unless within five days after such tender the Trustee shall mail to
such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the best interest of the Holders
or would be in violation of applicable law. Such written statement shall specify
the basis of such opinion. If the Commission, after opportunity for a hearing
upon the objections specified in the written statement so filed, shall enter an
order refusing to sustain any of such objections or if, after the entry of an
order sustaining one or more of such objections, the Commission shall find,
after notice and opportunity for hearing, that all the objections so sustained
have been met and shall enter an order so declaring, the Trustee shall mail
copies of such material to all such Holders with reasonable promptness after the



                                      -65-


entry of such order and the renewal of such tender; otherwise the Trustee shall
be relieved of any obligation or duty to such applicants respecting their
application.

              (c) Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any agent of either of them shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
in accordance with Section 702(b), regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under Section 702(b).

Section 703.      Reports by Trustee.

              (a) Within 60 days of each May 15, the Trustee shall transmit to
Holders such reports concerning the Trustee and its actions under this Indenture
as may be required pursuant to the Trust Indenture Act in the manner provided
pursuant thereto.






                                      -66-


              (b) A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock exchange upon
which the Securities are listed, with the Commission and with the Company. The
Company will notify the Trustee when the Securities are listed on any stock
exchange.

Section 704.      Reports by Company.

              The Company shall:

              (1) file with the Trustee, within 15 days after the Company is
       required to file the same with the Commission, copies of the annual
       reports and of the information, documents and other reports (or copies of
       such portions of any of the foregoing as the Commission may from time to
       time by rules and regulations prescribe) which the Company may be
       required to file with the Commission pursuant to Section 13 or Section
       15(d) of the Exchange Act; or, if the Company is not required to file
       information, documents or reports pursuant to either of said Sections,
       then it shall file with the Trustee and the Commission, in accordance
       with rules and regulations prescribed from time to time by the
       Commission, such of the supplementary and periodic information, documents
       and reports which may be required pursuant to Section 13 of the Exchange
       Act in respect of a security listed and registered on a national
       securities exchange as may be prescribed from time to time in such rules
       and regulations;

              (2) file with the Trustee and the Commission, in accordance with
       rules and regulations prescribed from time to time by the Commission,
       such additional information, documents and reports with respect to
       compliance by the Company with the conditions and covenants of this
       Indenture as may be required from time to time by such rules and
       regulations; and

              (3) transmit by mail to all Holders, as their names and addresses
       appear in the Security Register, within 30 days after the filing thereof



                                      -67-


       with the Trustee, such summaries of any information, documents and
       reports required to be filed by the Company pursuant to paragraphs (1)
       and (2) of this Section as may be required by rules and regulations
       prescribed from time to time by the Commission.

                                 ARTICLE EIGHT

              Consolidation, Merger, Conveyance, Transfer or Lease

Section 801.      Company May Consolidate, Etc., Only on Certain Terms.

              The Company shall not consolidate with or merge into any other
Person or convey, transfer or lease its properties and assets substantially as
an entirety to any Person, and the Company shall not permit any Person to
consolidate with or merge into the Company or convey, transfer or lease its
properties and assets substantially as an entirety to the Company, unless:

              (1) in case the Company shall consolidate with or merge into
       another Person or convey, transfer or lease its properties and assets
       substantially as an entirety to any Person, the Person formed by such
       consolidation or into which the Company is merged or the Person which
       acquires by conveyance or transfer, or which leases, the properties and
       assets of the Company substantially as an entirety shall be a
       corporation, partnership or trust organized and existing under the laws
       of the United States of America, any State thereof or the District of
       Columbia and shall expressly assume, by an indenture supplemental hereto,
       executed and delivered to the Trustee, in form satisfactory to the
       Trustee, the due and punctual payment of the principal of (and premium,
       if any) and interest on all the Securities and the performance of every
       covenant of this Indenture on the part of the Company to be performed or
       observed;

              (2) immediately after giving effect to such transaction and
       treating any indebtedness which becomes an obligation of the Company or a



                                      -68-


       Subsidiary as a result of such transaction as having been incurred by the
       Company or such Subsidiary at the time of such transaction, no Event of
       Default, and no event which, after notice or lapse of time or both, would
       become an Event of Default, shall have happened and be continuing;

              (3) if, as a result of any such consolidation or merger or such
       conveyance, transfer or lease, properties or assets of the Company would
       become subject to a mortgage, pledge, lien, security interest or other
       encumbrance which would not be permitted by this Indenture, the Company
       or such successor corporation or Person, as the case may be, shall take
       such steps as shall be necessary effectively to secure the Securities
       equally and ratably with (or prior to) all indebtedness secured thereby;
       and

              (4) the Company has delivered to the Trustee an Officers'
       Certificate and an Opinion of Counsel, each stating that such
       consolidation, merger, conveyance, transfer or lease and, if a
       supplemental indenture is required in connection with such transaction,
       such supplemental indenture comply with this Article and that all
       conditions precedent herein provided for relating to such transaction
       have been complied with.

Section 802.      Successor Person Substituted.

              Upon any consolidation by the Company with or merger by the
Company into any other Person or any conveyance, transfer or lease of the
properties and assets of the Company substantially as an entirety in accordance
with Section 801, the successor Person formed by such consolidation or into
which the Company is merged or to which such conveyance, transfer or lease is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein, and thereafter, except in
the case of a lease, the predecessor Person shall be relieved of all





                                      -69-


obligations and covenants under this Indenture and the Securities.

                                  ARTICLE NINE

                             Supplemental Indentures

Section 901.      Supplemental Indentures Without Consent of Holders.

              Without the consent of any Holders, the Company, when authorized
by a Board Resolution, and the Trustee, at any time and from time to time, may
enter into one or more indentures supplemental hereto, in form satisfactory to
the Trustee, for any of the following purposes:

              (1) to evidence the succession of another Person to the Company
       and the assumption by any such successor of the covenants of the Company
       herein and in the Securities; or

              (2) to add to the covenants of the Company for the benefit of the
       Holders of all or any series of Securities (and if such covenants are to
       be for the benefit of less than all series of Securities, stating that
       such covenants are expressly being included solely for the benefit of
       such series) or to surrender any right or power herein conferred upon the
       Company; or

              (3) to add any additional Events of Default; or

              (4) to add to or change any of the provisions of this Indenture to
       such extent as shall be necessary to permit or facilitate the issuance of
       Securities in bearer form, registerable or not registerable as to
       principal, and with or without interest coupons, or to permit or facility
       the issuance of Securities in uncertificated form; or

              (5) to change or eliminate any of the provisions of this
       Indenture, provided that any such change or elimination shall become
       effective only when there is no Security Outstanding of any




                                      -70-

       series created prior to the execution of such supplemental indenture
       which is entitled to the benefit of such provision; or

              (6) to secure the Securities pursuant to the requirements of
       Section 1005 or otherwise; or

              (7) to establish the form or terms of Securities of any series as
       permitted by Sections 201 and 301; or

              (8) to evidence and provide for the acceptance of appointment
       hereunder by a successor Trustee with respect to the Securities of one or
       more series and to add to or change any of the provisions of this
       Indenture as shall be necessary to provide for or facilitate the
       administration of the trusts hereunder by more than one Trustee, pursuant
       to the requirements of Section 611(b); or

              (9) to add to or change any of the provisions of this Indenture
       with respect to any Securities that by their terms may be converted into
       securities or other property other than Securities of the same series and
       of like tenor, in order to permit or facilitate the issuance, payment or
       conversion of such Securities; or

              (10) to qualify or maintain qualification of this Indenture under
       the Trust Indenture Act; or

              (11) to cure any ambiguity, to correct or supplement any provision
       herein which may be inconsistent with any other provision herein, or to
       make any other provisions with respect to matters or questions arising
       under this Indenture, provided such action shall not adversely affect the
       interests of the Holders of Securities of any series in any material
       respect.

Section 902.      Supplemental Indentures with Consent of Holders.

              With the consent of the Holders of a majority in principal amount
of the Outstanding Securities affected by such supplemental indenture voting
together as a single class, by Act of said Holders delivered to the Company and
the Trustee, the Company, when authorized by a Board




                                      -71-


Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of Securities of such series
under this Indenture; provided, however, that no such supplemental indenture
shall, without the consent of the Holder of each Outstanding Security affected
thereby,

              (1) change the Stated Maturity of the principal of, or any
       installment of principal of or interest on, any Security, or reduce the
       principal amount thereof or the rate of interest thereon or any premium
       payable upon the redemption thereof, or reduce the amount of the
       principal of an Original Issue Discount Security that would be due and
       payable upon a declaration of acceleration of the Maturity thereof
       pursuant to Section 502, or change any Place of Payment where, or the
       coin or currency in which, any Security or any premium or the interest
       thereon is payable, or impair the right to institute suit for the
       enforcement of any such payment on or after the Stated Maturity thereof
       (or, in the case of redemption, on or after the Redemption Date), or

              (2) reduce the percentage in principal amount of the Outstanding
       Securities of any series, the consent of whose Holders is required for
       any such supplemental indenture, or the consent of whose Holders is
       required for any waiver (of compliance with certain provisions of this
       Indenture or certain defaults hereunder and their consequences) provided
       for in this Indenture, or

              (3) modify any of the provisions of this Section, Section 513 or
       Section 1007, except to increase any such percentage or to provide that
       certain other provisions of this Indenture cannot be modified or waived
       without the consent of the Holder of each Outstanding Security affected
       thereby, provided, however, that this clause shall not be deemed to
       require the consent of any Holder with respect to changes in the
       references





                                      -72-


       to "the Trustee" and concomitant changes in this Section and Section
       1007, or the deletion of this proviso, in accordance with the
       requirements of Sections 611(b) and 901(8).

A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

              The Company may, but shall not be obligated to, fix a record date
for the purpose of determining the Persons entitled to consent to any indenture
supplemental hereto. If a record date is fixed, the Holders on such record date,
or their duly designated proxies, and only such Persons, shall be entitled to
consent to such supplemental indenture, whether or not such Holders remain
Holders after such record date; provided, however, that unless such consent
shall have become effective by virtue of the requisite percentage having been
obtained prior to the date which is the ninetieth day after such record date,
any such consent previously given shall, automatically and without further
action by any Holder, be cancelled and of no further effect.

              It shall not be necessary for any Act of Holders under this
Section to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such Act shall approve the substance thereof.

Section 903.      Execution of Supplemental Indentures.

              In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, in
addition to the documents required by Section 102, an Opinion of Counsel stating
that the execution of such supplemental indenture is authorized or permitted by
this Indenture. The Trustee may, but shall not be obligated to, enter into any
such supplemental





                                      -73-


indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

Section 904.      Effect of Supplemental Indentures.

              Upon the execution of any supplemental indenture under this
Article, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes; and
every Holder of Securities theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby.

Section 905.      Conformity with Trust Indenture Act.

              Every supplemental indenture executed pursuant to this Article
shall conform to the requirements of the Trust Indenture Act as then in effect.

Section 906.      Reference in Securities to Supplemental Indentures.

              Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities of any series so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series.

                                  ARTICLE TEN

                                    Covenants

Section 1001.     Payment of Principal, Premium and Interest.

              The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of (and premium,
if any) and interest on the Securities of that series in accordance with the
terms of the Securities and this Indenture.


                                      -74-


Section 1002.     Maintenance of Office or Agency.

              The Company will maintain in each Place of Payment for any series
of Securities an office or agency where Securities of that series may be
presented or surrendered for payment, where Securities of that series may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.

              The Company may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in each Place of Payment for Securities of any series for such
purposes. The Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
office or agency.

Section 1003.     Money for Securities Payments to Be Held in Trust.

              If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it will, on or before each due date of the
principal of (and premium, if any) or interest on any of the Securities of that
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal (and premium, if any) or interest
so becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided and will promptly notify the Trustee of its
action or failure so to act.



                                      -75-


              Whenever the Company shall have one or more Paying Agents for any
series of Securities, it will, on or before each due date of the principal of
(and premium, if any) or interest on any Securities of that series, deposit with
a Paying Agent a sum sufficient to pay the principal (and premium, if any) or
interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal, premium or interest, and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of its action
or failure so to act.

              The Company will cause each Paying Agent for any series of
Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will:

              (1) hold all sums held by it for the payment of the principal of
       (and premium, if any) or interest on Securities of that series in trust
       for the benefit of the Persons entitled thereto until such sums shall be
       paid to such Persons or otherwise disposed of as herein provided;

              (2) give the Trustee notice of any default by the Company (or any
       other obligor upon the Securities of that series) in the making of any
       payment of principal (and premium, if any) or interest on the Securities
       of that series; and

              (3) at any time during the continuance of any such default, upon
       the written request of the Trustee, forthwith pay to the Trustee all sums
       so held in trust by such Paying Agent.

              The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.



                                      -76-


              Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of (and premium,
if any) or interest on any Security of any series and remaining unclaimed for
one year after such principal (and premium, if any) or interest has become due
and payable shall be paid to the Company on Company Request, or (if then held by
the Company) shall be discharged from such trust; and the Holder of such
Security shall thereafter, as an unsecured general creditor, look only to the
Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease.

Section 1004.     Corporate Existence.

              Subject to Article Eight, the Company will do or cause to be done
all things necessary to preserve and keep in full force and effect, its
corporate existence and all licenses and permits material to the normal conduct
of its business; provided, however, that the Company shall not be required to
preserve any such right or franchise if the Board of Directors shall determine
that the preservation thereof is no longer desirable in the conduct of the
business of the Company and that the loss thereof is not disadvantageous in any
material respect to the Holders.

Section 1005.     Limitation on Liens.

              The Company will not, and will not permit any Designated
Subsidiary to, directly or indirectly, create, issue, assume, incur or guarantee
any indebtedness for money borrowed which is secured by a mortgage, pledge,
lien, security interest or other encumbrance of any nature





                                      -77-


on any of the Voting Stock of a Designated Subsidiary unless the Outstanding
Securities (together with such other indebtedness of the Company or such
Designated Subsidiary then existing or thereafter created which is not
subordinate to the Outstanding Securities as the Company may elect) shall be
secured equally and ratably with (or prior to) such secured indebtedness for
money borrowed so long as such secured indebtedness for money borrowed shall be
so secured. This Section shall not prevent the sale or other disposition of a
Designated Subsidiary.

              For purposes of this Section, "Voting Stock" means all classes of
stock (including any and all shares, interests, participations or other
equivalents (however designated) of corporate stock) then outstanding of a
Designated Subsidiary normally entitled to vote in elections of directors. For
purposes of this Section, "Designated Subsidiary" means St. Paul Fire and Marine
Insurance Company and any other Subsidiary the assets of which, determined as of
the last day of the most recent calendar quarter ended at least 30 days prior to
the date of such determination and in accordance with generally accepted
accounting principles as in effect on the last day of such calendar quarter,
exceed 20% of the Consolidated Assets of the Company. For purposes of this
Section, "Consolidated Assets of the Company" means the assets of the Company
and its consolidated subsidiaries, to be determined as of the last day of the
most recent calendar quarter ended at least 30 days prior to the date of such
determination and in accordance with generally accepted accounting principles as
in effect on the last day of such calendar quarter.

Section 1006.     Statement by Officers as to Default.

              The Company will deliver to the Trustee, within 120 days after the
end of each fiscal year of the Company ending after the date hereof, an
Officers' Certificate, stating whether or not to the best knowledge of the
signers thereof the Company is in default in the performance and observance of
any of the terms, provisions and conditions of Sections 1001 to 1006, inclusive,
and if the Company shall be in default, specifying all such defaults and the
nature and status thereof of which they may have knowledge.





                                      -78-


Section 1007.     Waiver of Certain Covenants.

              The Company may omit in any particular instance to comply with any
term, provision or condition set forth in Sections 1002 to 1005, inclusive, if
before the time for such compliance the Holders of a majority in principal
amount of the Outstanding Securities shall, by Act of such Holders, waive
compliance in such instance with such term, provision or condition. In the event
that there shall be included in this Indenture any covenant, other than a
covenant to pay principal, premium (if any) and interest, solely for the benefit
of one or more, but less than all, series of Securities, then, unless otherwise
expressly provided with respect to such covenant, the Company may similarly omit
in any particular instance to comply with any term, provision or condition of
such covenant if before the time of such compliance the holders of a majority in
principal amount of all Outstanding Securities entitled to the benefit of such
covenant, by Act of such Holders, acting together as a single class, waive
compliance in such instance with such term, provision or condition. No such
waiver contemplated by this Section 1007 shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such term, provision or condition shall remain in
full force and effect.

              The Company may, but shall not be obligated to, fix a record date
for the purpose of determining the Persons entitled to waive any such term,
provision or condition. If a record date is fixed, the Holders on such record
date, or their duly designated proxies, and only such Persons, shall be entitled
to waive any such term, provision or condition hereunder, whether or not such
Holders remain Holders after such record date; provided, however, that unless
the Holders of at least a majority in principal amount of (i) the Outstanding
Securities or (ii) the Outstanding Securities of such series, as the case may
be, shall have waived such term, provision or condition prior to the date which
is 90 days after such record date, any such waiver previously given shall
automatically and without further action by any Holder be cancelled and of no
further effect.






                                      -79-


                                 ARTICLE ELEVEN

                            Redemption of Securities

Section 1101.     Applicability of Article.

              Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 301 for Securities of any series)
in accordance with this Article.

Section 1102.     Election to Redeem; Notice to Trustee.

              The election of the Company to redeem any Securities shall be
evidenced by a Board Resolution. In case of any redemption at the election of
the Company of less than all the Securities of any series, the Company shall, at
least 60 days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date and of the principal amount of Securities of such series to be
redeemed. In the case of any redemption of Securities prior to the expiration of
any restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restriction.

Section 1103.     Selection by Trustee of Securities to Be Redeemed.

              If less than all the Securities of any series are to be redeemed,
the particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of portions (equal to the minimum authorized denomination for
Securities of that series or any integral multiple thereof) of the principal
amount of Securities of such series of a denomination larger than the minimum
authorized denomination for Securities of that series.






                                      -80-


              The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption and, in the case of any Securities selected
for partial redemption, the principal amount thereof to be redeemed.

              For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Securities redeemed or to be redeemed only in part, to the
portion of the principal amount of such Securities which has been or is to be
redeemed.

Section 1104.     Notice of Redemption.

              Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at his address appearing in
the Security Register.

              All notices of redemption shall state:

              (1) the Redemption Date,

              (2) the Redemption Price,

              (3) if less than all the outstanding Securities of any series are
       to be redeemed, the identification (and, in the case of partial
       redemption, the principal amounts) of the particular Securities to be
       redeemed,

              (4) that on the Redemption Date the Redemption Price will become
       due and payable upon each such Security to be redeemed and, if
       applicable, that interest thereon will cease to accrue on and after said
       date,

              (5) the place or places where such Securities are to be
       surrendered for payment of the Redemption Price, and

              (6) that the redemption is for a sinking fund, if such is the
       case.

              Notice of redemption of Securities to be redeemed at the election
of the Company shall be given by the





                                      -81-


Company or, at the Company's request, by the Trustee in the name and at the
expense of the Company.

Section 1105.     Deposit of Redemption Price.

              On or prior to any 10:00 a.m., New York City time, on Redemption
Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if
the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) an amount of money sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment Date)
accrued interest on, all the Securities which are to be redeemed on that date.

Section 1106.     Securities Payable on Redemption Date.

              Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and after such date
(unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest. Upon surrender
of any such Security for redemption in accordance with said notice, such
Security shall be paid by the Company at the Redemption Price, together with
accrued interest to the Redemption Date; provided, however, that installments of
interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 307.

              If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal (and premium, if any) shall,
until paid, bear interest from the Redemption Date at the rate prescribed
therefor in the Security.

Section 1107.     Securities Redeemed in Part.

              Any Security which is to be redeemed only in part shall be
surrendered at a Place of Payment therefor (with, if the Company or the Trustee
so requires, due endorsement





                                      -82-


by, or a written instrument of transfer in form satisfactory to the Company and
the Trustee duly executed by, the Holder thereof or his attorney duly authorized
in writing), and the Company shall execute, and the Trustee shall authenticate
and deliver to the Holder of such Security without service charge, a new
Security or Securities of the same series and of like tenor, of any authorized
denomination as requested by such Holder, in aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal of the Security so
surrendered.

                                 ARTICLE TWELVE

                                  Sinking Funds

Section 1201.     Applicability of Article.

              The provisions of this Article shall be applicable to any sinking
fund for the retirement of Securities of a series except as otherwise specified
as contemplated by Section 301 for Securities of such series.

              The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment", and any payment in excess of such minimum amount provided for by
the terms of Securities of any series is herein referred to as an "optional
sinking fund payment". If provided for by the terms of Securities of any series,
the cash amount of any sinking fund payment may be subject to reduction as
provided in Section 1202. Each sinking fund payment shall be applied to the
redemption of Securities of any series as provided for by the terms of
Securities of such series.

Section 1202.     Satisfaction of Sinking Fund Payments with Securities.

              The Company (1) may deliver Outstanding Securities of a series
(other than any previously called for redemption) and (2) may apply as a credit
Securities of a series which have been redeemed either at the election of the
Company pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, in each




                                      -83-


case in satisfaction of all or any part of any sinking fund payment with respect
to the Securities of such series required to be made pursuant to the terms of
such Securities as provided for by the terms of such series; provided that such
Securities have not been previously so credited. Such Securities shall be
received and credited for such purpose by the Trustee at the Redemption Price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.

Section 1203.     Redemption of Securities for Sinking Fund.

              Not less than 90 days prior to each sinking fund payment date for
any series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivering and crediting Securities of that series
pursuant to Section 1202 and will also deliver to the Trustee any Securities to
be so delivered. Not less than 60 days before each such sinking fund payment
date the Trustee shall select the Securities to be redeemed upon such sinking
fund payment date in the manner specified in Section 1103 and cause notice of
the redemption thereof to be given in the name of and at the expense of the
Company in the manner provided in Section 1104. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in the
manner stated in Sections 1106 and 1107.

                                ARTICLE THIRTEEN

                       Defeasance and Covenant Defeasance

Section 1301.     Applicability of Article; Company's Option to Effect
                  Defeasance or Covenant Defeasance.

              If pursuant to Section 301 provision is made for either or both of
(a) defeasance of the Securities of a series under Section 1302 or (b) covenant
defeasance of the Securities of a series under Section 1303, then the provisions
of such Section or Sections, as the case may be, together with the other
provisions of this Article




                                      -84-


Thirteen, shall be applicable to the Securities of such series, and the Company
may at its option by Board Resolution, at any time, with respect to the
Securities of such series, elect to have either Section 1302 (if applicable) or
Section 1303 (if applicable) be applied to the Outstanding Securities of such
series upon compliance with the conditions set forth below in this Article
Thirteen.

Section 1302.     Defeasance and Discharge.

              Upon the Company's exercise of the above option applicable to this
Section, the Company shall be deemed to have been discharged from its
obligations with respect to the Outstanding Securities of such series on and
after the date the conditions precedent set forth below are satisfied
(hereinafter, "defeasance"). For this purpose, such defeasance means that the
Company shall be deemed to have paid and discharged the entire indebtedness
represented by the Outstanding Securities of such series and to have satisfied
all its other obligations under such Securities and this Indenture insofar as
such Securities are concerned (and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging the same), except for the
following which shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of Outstanding Securities of such series to
receive, solely from the trust fund described in Section 1304 as more fully set
forth in such Section, payments of the principal of (and premium, if any) and
interest on such Securities when such payments are due, (B) the Company's
obligations with respect to such Securities under Sections 304, 305, 306, 1002
and 1003 and such obligations as shall be ancillary thereto, (C) the rights,
powers, trusts, duties, immunities and other provisions in respect of the
Trustee hereunder and (D) this Article Thirteen. Subject to compliance with this
Article Thirteen, the Company may exercise its option under this Section 1302
notwithstanding the prior exercise of its option under Section 1303 with respect
to the Securities of such series. Following a defeasance, payment of the
Securities of such series may not be accelerated because of an Event of Default.




                                      -85-


Section 1303.     Covenant Defeasance.

              Upon the Company's exercise of the above option applicable to this
Section, the Company shall be released from its obligations under (i) Section
1005, (ii) the occurrence of an event specified in Section 501(4) (with respect
to Section 1005) shall not be deemed an Event of Default and (iii) any other
section, clause or provision applicable to such Securities that are determined
pursuant to Section 301 to be subject to this provision with respect to the
Outstanding Securities of such series on and after the date the conditions
precedent set forth below are satisfied (hereinafter, "covenant defeasance").
For this purpose, such covenant defeasance means that, with respect to the
Outstanding Securities of such series, the Company may omit to comply with and
shall have no liability in respect of any term, condition or limitation set
forth in any such Section or Clause whether directly or indirectly by reason of
any reference elsewhere herein to any such Section or Clause or by reason of any
reference in any such Section or Clause to any other provision herein or in any
other document, but the remainder of this Indenture and such Securities shall be
unaffected thereby. Following a covenant defeasance, payment of the Securities
of such series may not be accelerated because of or by reference to the Sections
specified above in this Section 1303.

Section 1304.     Conditions to Defeasance or Covenant Defeasance.

              The following shall be the conditions precedent to application of
either Section 1302 or Section 1303 to the Outstanding Securities of such
series:

              (1) the Company shall irrevocably have deposited or caused to be
       deposited with the Trustee (or another trustee satisfying the
       requirements of Section 609 who shall agree to comply with the provisions
       of this Article Thirteen applicable to it) as trust funds in trust for
       the purpose of making the following payments, specifically pledged as
       security for, and dedicated solely to, the benefit of the Holders of such
       Securities, (A) money in an amount, or (B) U.S. Government Obligations
       which through the scheduled payment of principal and





                                      -86-


       interest in respect thereof in accordance with their terms will provide,
       not later than one day before the due date of any payment, money in an
       amount, or (C) a combination thereof, sufficient, without reinvestment,
       in the opinion of a nationally recognized firm of independent public
       accountants expressed in a written certification thereof delivered to the
       Trustee, to pay and discharge, and which shall be applied by the Trustee
       (or other qualifying trustee) to pay and discharge, (i) the principal of
       (and premium, if any) and interest on the Outstanding Securities of such
       series to maturity or redemption, as the case may be, and (ii) any
       mandatory sinking fund payments or analogous payments applicable to the
       Outstanding Securities of such series on the due dates thereof. Before
       such a deposit the Company may make arrangements satisfactory to the
       Trustee for the redemption of Securities at a future date or dates in
       accordance with Article Eleven, which shall be given effect in applying
       the foregoing. For this purpose, "U.S. Government Obligations" means
       securities that are (x) direct obligations of the United States of
       America for the payment of which its full faith and credit is pledged or
       (y) obligations of a Person controlled or supervised by and acting as an
       agency or instrumentality of the United States of America the payment of
       which is unconditionally guaranteed as a full faith and credit obligation
       by the United States of America, which, in either case, are not callable
       or redeemable at the option of the issuer thereof, and shall also include
       a depository receipt issued by a bank (as defined in Section 3(a)(2) of
       the Securities Act of 1933, as amended) as custodian with respect to any
       such U.S. Government Obligation or a specific payment of principal of or
       interest on any such U.S. Government Obligation held by such custodian
       for the account of the holder of such depository receipt, provided that
       (except as required by law) such custodian is not authorized to make any
       deduction from the amount payable to the holder of such depository
       receipt from any amount received by the custodian in respect of the U.S.



                                      -87-


       Government Obligation or the specific payment of principal of or interest
       on the U.S. Government Obligation evidenced by such depository receipt.

              (2) No Event of Default or event which with notice or lapse of
       time or both would become an Event of Default with respect to the
       Securities of such series shall have occurred and be continuing (A) on
       the date of such deposit or (B) insofar as subsections 501(5) and (6) are
       concerned, at any time during the period ending on the 121st day after
       the date of such deposit or, if longer, ending on the day following the
       expiration of the longest preference period applicable to the Company in
       respect of such deposit (it being understood that the condition in this
       clause (B) is a condition subsequent and shall not be deemed satisfied
       until the expiration of such period).

              (3) Such defeasance or covenant defeasance shall not (A) cause the
       Trustee for the Securities of such series to have a conflicting interest
       as defined in Section 608 or for purposes of the Trust Indenture Act with
       respect to any securities of the Company or (B) result in the trust
       arising from such deposit to constitute, unless it is qualified as, a
       regulated investment company under the Investment Company Act of 1940, as
       amended.

              (4) Such defeasance or covenant defeasance shall not result in a
       breach or violation of, or constitute a default under, this Indenture or
       any other agreement or instrument to which the Company is a party or by
       which it is bound.

              (5) In the case of an election under Section 1302, the Company
       shall have delivered to the Trustee an Opinion of Counsel stating that
       (x) the Company has received from, or there has been published by, the
       Internal Revenue Service a ruling, or (y) since the date of this
       Indenture there has been a change in the applicable Federal income tax
       law, in either case to the effect that, and based thereon such opinion
       shall




                                      -88-


       confirm that, the Holders of the Outstanding Securities of such series
       will not recognize income, gain or loss for Federal income tax purposes
       as a result of such defeasance and will be subject to Federal income tax
       on the same amounts, in the same manner and at the same time as would
       have been the case if such defeasance had not occurred.

              (6) In the case of an election under Section 1303, the Company
       shall have delivered to the Trustee an Opinion of Counsel to the effect
       that the Holders of the Outstanding Securities of such series will not
       recognize income, gain or loss for Federal income tax purposes as a
       result of such covenant defeasance and will be subject to Federal income
       tax on the same amounts, in the same manner and at the same times as
       would have been the case if such covenant defeasance had not occurred.

              (7) Such defeasance or covenant defeasance shall be effected in
       compliance with any additional terms, conditions or limitations which may
       be imposed on the Company in connection therewith pursuant to Section
       301.

              (8) The Company shall have delivered to the Trustee an Officers'
       Certificate and an Opinion of Counsel, each stating that all conditions
       precedent provided for relating to either the defeasance under Section
       1302 or the covenant defeasance under Section 1303 (as the case may be)
       have been complied with.

Section 1305.     Deposited Money and U.S. Government Obligations to be Held
                  in Trust; Other Miscellaneous Provisions.

              Subject to the provisions of the last paragraph of Section 1003,
all money and U.S. Government Obligations (including the proceeds thereof)
deposited with the Trustee (or other qualifying trustee -- collectively, for
purposes of this Section 1305, the "Trustee") pursuant to Section 1304 in
respect of the Outstanding Securities of such series shall be held in trust and
applied by the Trustee,





                                      -89-


in accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any Paying Agent (but not including the
Company acting as its own Paying Agent) as the Trustee may determine, to the
Holders of such Securities, of all sums due and to become due thereon in respect
of principal (and premium, if any) and interest, but such money need not be
segregated from other funds except to the extent required by law.

              The Company shall pay and indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against the money or U.S. Government
Obligations deposited pursuant to Section 1304 or the principal and interest
received in respect thereof.

              Anything herein to the contrary notwithstanding, the Trustee shall
deliver or pay to the Company from time to time upon Company Request any money
or U.S. Government Obligations held by it as provided in Section 1304 which, in
the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect an equivalent defeasance or covenant defeasance.

Section 1306.     Reinstatement.

              If the Trustee or the Paying Agent is unable to apply any money in
accordance with Section 1302 or 1303 by reason of any order or judgment or any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the Company's obligations under the Securities of such
series shall be revived and reinstated as though no deposit had occurred
pursuant to this Article Thirteen until such time as the Trustee or Paying Agent
is permitted to apply all such money in accordance with Section 1302 or 1303;
provided, however, that if the Company makes any payment of principal of (and
premium, if any) any such Security following the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
such Securities to receive such payment from the money held by the Trustee or
the Paying Agent.





                                      -90-


              This instrument may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.



                                      -91-



              IN WITNESS WHEREOF, the parties hereto have caused this Indenture
to be duly executed, all as of the day and year first above written.

                                      THE ST. PAUL COMPANIES, INC.
                                      By
                                      -------------------------------
                                      Name:
                                      Title: Senior Vice President


                                      JPMORGAN CHASE BANK
                                      By
                                      -------------------------------
                                      Name:
                                      Title:




                                      -92-



STATE OF MINNESOTA         )
                           )       ss.:
COUNTY OF RAMSEY           )



       On the __th day of _______, 200[ ], before me personally came [       ],
to me known, who, being by me duly sworn, did depose and say that he is a
[Senior Vice President] of The St. Paul Companies, Inc., one of the corporations
described in and which executed the foregoing instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.

                              ---------------------



                                      -93-


STATE OF NEW YORK          )
                           )       ss.:
COUNTY OF NEW YORK         )



       On the __th day of _______, 200[ ], before me personally came [       ],
to me known, who, being by me duly sworn, did depose and say that he is a [Vice
President] of JPMorgan Chase Bank, one of the corporations described in and
which executed the foregoing instrument; that she knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that she signed her name thereto by like authority.

                              --------------------



                                      -94-

EX-4.2

                                                                     Exhibit 4.2
================================================================================







                          THE ST. PAUL COMPANIES, INC.

                                       TO

                               JPMORGAN CHASE BANK
                                     Trustee




                                  ------------


                                    INDENTURE


                                 Dated as of [ ]


                          SUBORDINATED DEBT SECURITIES

                                  -------------







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








                          The St. Paul Companies, Inc.
           Reconciliation and tie between Trust Indenture Act of 1939
                         and Indenture, dated as of [ ]




Trust Indenture                                                                        Indenture
 Act Section                                                                            Section
- ---------------                                                                        ----------
                                                                                 
ss.310(a)(1)         ................................................................    609
      (a)(2)         ................................................................    609
      (a)(3)         ................................................................    Not Applicable
      (a)(4)         ................................................................    Not Applicable
      (b)            ................................................................    608
                                                                                         610
ss.311(a)            ................................................................    613(a)
      (b)            ................................................................    613(b)
      (b)(2)         ................................................................    703(a)(2)
                                                                                         703(b)
ss.312(a)            ................................................................    701
                                                                                         702(a)
      (b)            ................................................................    702(b)
      (c)            ................................................................    702(a)
ss.313(a)            ................................................................    703(a)
      (b)            ................................................................    703(b)
      (c)            ................................................................    703(a), 703(b)
      (d)            ................................................................    703(c)
ss.314(a)            ................................................................    704
      (b)            ................................................................    Not Applicable
      (c)(1)         ................................................................    102
      (c)(2)         ................................................................    102
      (c)(3)         ................................................................    Not Applicable
      (d)            ................................................................    Not Applicable
      (e)            ................................................................    102
ss.315(a)            ................................................................    601(a)
      (b)            ................................................................    602
                                                                                         703(a)(6)
      (c)            ................................................................    601(b)
      (d)            ................................................................    601(c)
      (d)(1)         ................................................................    601(a)(1)
      (d)(2)         ................................................................    601(c)(2)
      (d)(3)         ................................................................    601(c)(3)
      (e)            ................................................................    514
ss.316(a)            ................................................................    101
      (a)(1)(A)      ................................................................    502
                                                                                         512
      (a)(1)(B)      ................................................................    513
      (a)(2)         ................................................................    Not Applicable
      (b)            ................................................................    508








Trust Indenture                                                      Indenture
 Act Section                                                          Section
- ---------------                                                      ----------
                                                                  
ss.317(a)(1)   .....................................................    503
         (a)(2).....................................................    504
         (b)   .....................................................    1003
ss.318(a)      .....................................................    107


- ----------------

NOTE:    This reconciliation and tie shall not, for any purpose, be deemed to be
         a part of the Indenture.





                                TABLE OF CONTENTS
                                 --------------


                                                                                                       Page
                                                                                                       ----
                                                                                                    
PARTIES...................................................................................................1
RECITALS..................................................................................................1


                                  ARTICLE ONE

             Definitions and Other Provisions of General Application

Section 101.       Definitions............................................................................1
                   Act....................................................................................2
                   Affiliate..............................................................................2
                   Authenticating Agent...................................................................2
                   Board of Directors.....................................................................2
                   Board Resolution.......................................................................2
                   Business Day...........................................................................3
                   Capital Lease Obligation...............................................................3
                   Commission.............................................................................3
                   Company................................................................................3
                   Company Request........................................................................3
                   Company Order..........................................................................3
                   Corporate Trust Office.................................................................3
                   corporation............................................................................4
                   Defaulted Interest.....................................................................4
                   Depository.............................................................................4
                   Event of Default.......................................................................4
                   Exchange Act...........................................................................4
                   Global Security........................................................................4
                   Guarantee..............................................................................4
                   Holder.................................................................................5
                   Incur..................................................................................5
                   Indebtedness...........................................................................5
                   Indenture..............................................................................5
                   interest...............................................................................5
                   Interest Payment Date..................................................................5
                   Junior Subordinated Payment............................................................6
                   Maturity...............................................................................6
                   Nuveen.................................................................................6


- -------------------
NOTE:    This table of contents shall not, for any purpose, be deemed to be a
         part of the Indenture.


                                       -i-




                                                                                                        Page
                                                                                                        ----
                                                                                                     
                   Officers' Certificate..................................................................6
                   Opinion of Counsel.....................................................................6
                   Original Issue Discount Security.......................................................6
                   Outstanding............................................................................6
                   Paying Agent...........................................................................8
                   Payment Blockage Period................................................................8
                   Person.................................................................................8
                   Place of Payment.......................................................................8
                   Predecessor Security...................................................................8
                   Preferred Securities...................................................................8
                   Proceeding.............................................................................8
                   Redemption Date........................................................................8
                   Redemption Price.......................................................................8
                   Regular Record Date....................................................................8
                   Responsible Officer....................................................................9
                   Securities.............................................................................9
                   Securities Payment.....................................................................9
                   Security Register......................................................................9
                   Security Registrar.....................................................................9
                   Senior Indebtedness....................................................................9
                   Senior Nonmonetary Default............................................................11
                   Senior Payment Default................................................................11
                   Special Record Date...................................................................11
                   St Paul Capital Trust.................................................................11
                   Stated Maturity.......................................................................12
                   Subsidiary............................................................................12
                   Trustee...............................................................................12
                   Trust Indenture Act...................................................................12
                   U.S. Government Obligations...........................................................12
                   Vice President........................................................................12
Section 102.       Compliance Certificates and Opinions..................................................12
Section 103.       Form of Documents Delivered to Trustee................................................13
Section 104.       Acts of Holders.......................................................................14
Section 105.       Notices, Etc., to Trustee and Company.................................................15
Section 106.       Notice to Holders; Waiver.............................................................16
Section 107.       Conflict with Trust Indenture Act.....................................................16
Section 108.       Effect of Headings and Table of Contents..............................................16
Section 109.       Successors and Assigns................................................................17
Section 110.       Separability Clause...................................................................17
Section 111.       Benefits of Indenture.................................................................17
Section 112.       Governing Law.........................................................................17
Section 113.       Legal Holidays........................................................................17



                              -ii-



                                                                                                       Page
                                                                                                       ----
                                                                                                 
                           ARTICLE TWO

                         Security Forms

Section 201.       Forms Generally.......................................................................18
Section 202.       Form of Face of Security..............................................................18
Section 203.       Form of Reverse of Security...........................................................21
Section 204.       Form of Legend for Global Securities..................................................26
Section 205.       Form of Trustee's Certificate of Authentication.......................................27


                          ARTICLE THREE

                         The Securities

Section 301.       Amount Unlimited; Issuable in Series..................................................27
Section 302.       Denominations.........................................................................31
Section 303.       Execution, Authentication, Delivery and Dating........................................31
Section 304.       Temporary Securities..................................................................33
Section 305.       Registration, Registration of Transfer and Exchange...................................34
Section 306.       Mutilated, Destroyed, Lost and Stolen Securities......................................36
Section 307.       Payment of Interest; Interest Rights Preserved........................................37
Section 308.       Persons Deemed Owners.................................................................39
Section 309.       Cancellation..........................................................................39
Section 310.       Computation of Interest...............................................................39


                          ARTICLE FOUR

                   Satisfaction and Discharge

Section 401.       Satisfaction and Discharge of Indenture...............................................40
Section 402.       Application of Trust Money............................................................41


                          ARTICLE FIVE

                            Remedies

Section 501.       Events of Default.....................................................................42
Section 502.       Acceleration of Maturity; Rescission and Annulment....................................44




                                     -iii-



                                                                                                       Page
                                                                                                       ----
                                                                                                 
Section 503.       Collection of Indebtedness and Suits for Enforcement by Trustee.......................46
Section 504.       Trustee May File Proofs of Claim......................................................48
Section 505.       Trustee May Enforce Claims Without Possession of Securities...........................49
Section 506.       Application of Money Collected........................................................49
Section 507.       Limitation on Suits...................................................................50
Section 508.       Unconditional Right of Holders to Receive Principal, Premium and Interest.............51
Section 509.       Restoration of Rights and Remedies....................................................51
Section 510.       Rights and Remedies Cumulative........................................................51
Section 511.       Delay or Omission Not Waiver..........................................................52
Section 512.       Control by Holders....................................................................52
Section 513.       Waiver of Past Defaults...............................................................53
Section 514.       Undertaking for Costs.................................................................54
Section 515.       Waiver of Usury, Stay or Extension Laws...............................................54


                           ARTICLE SIX

                           The Trustee

Section 601.       Certain Duties and Responsibilities...................................................55
Section 602.       Notice of Defaults....................................................................56
Section 603.       Certain Rights of Trustee.............................................................57
Section 604.       Not Responsible for Recitals or Issuance of Securities................................59
Section 605.       May Hold Securities...................................................................59
Section 606.       Money Held in Trust...................................................................59
Section 607.       Compensation and Reimbursement........................................................59
Section 608.       Disqualification; Conflicting Interests...............................................61
Section 609.       Corporate Trustee Required; Eligibility...............................................61
Section 610.       Resignation and Removal; Appointment of Successor.....................................61
Section 611.       Acceptance of Appointment by Successor................................................64
Section 612.       Merger, Conversion, Consolidation or Succession to Business...........................65
Section 613.       Preferential Collection of Claims Against Company.....................................66
Section 614.       Appointment of Authenticating Agent...................................................66




                                      -iv-






                                                                                                       Page
                                                                                                       ----
                                                                                                 
                          ARTICLE SEVEN

             Holders' Lists and Reports by Trustee and Company

Section 701.       Company to Furnish Trustee Names and Addresses of Holders.............................68
Section 702.       Preservation of Information; Communications to Holders................................68
Section 703.       Reports by Trustee....................................................................70
Section 704.       Reports by Company....................................................................71


                          ARTICLE EIGHT

             Consolidation, Merger, Conveyance, Transfer or Lease

Section 801.       Company May Consolidate, Etc., Only on Certain Terms..................................72
Section 802.       Successor Person Substituted..........................................................74


                          ARTICLE NINE

                     Supplemental Indentures

Section 901.       Supplemental Indentures Without Consent of Holders....................................74
Section 902.       Supplemental Indentures with Consent of Holders.......................................76
Section 903.       Execution of Supplemental Indentures..................................................78
Section 904.       Effect of Supplemental Indentures.....................................................78
Section 905.       Conformity with Trust Indenture Act...................................................78
Section 906.       Reference in Securities to Supplemental Indentures....................................78


                           ARTICLE TEN

                            Covenants

Section 1001.      Payment of Principal, Premium and Interest............................................79
Section 1002.      Maintenance of Office or Agency.......................................................79
Section 1003.      Money for Securities Payments to Be Held in Trust.....................................80
Section 1004.      Corporate Existence...................................................................81
Section 1005.      Statement by Officers as to Default...................................................82
Section 1006.      Waiver of Certain Covenants...........................................................82


                                      -v-



                                                                                                       Page
                                                                                                       ----
                                                                                                 
                         ARTICLE ELEVEN

                   Subordination of Securities

Section 1101.      Securities Subordinate to Senior Indebtedness.........................................83
Section 1102.      Payment Over of Proceeds Upon Dissolution, Etc........................................84
Section 1103.      No Payment When Senior Indebtedness in Default........................................86
Section 1104.      Payment Permitted If No Default.......................................................88
Section 1105.      Subrogation to Rights of Holders of Senior Indebtedness...............................88
Section 1106.      Provisions Solely to Define Relative Rights...........................................88
Section 1107.      Trustee to Effectuate Subordination...................................................89
Section 1108.      No Waiver of Subordination Provisions.................................................90
Section 1109.      Notice to Trustee.....................................................................90
Section 1110.      Reliance on Judicial Order or Certificate of Liquidating Agent........................92
Section 1111.      Trustee Not Fiduciary for Holders of Senior Indebtedness..............................92
Section 1112.      Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee's Rights..93
Section 1113.      Article Applicable to Paying Agents...................................................93


                         ARTICLE TWELVE

                    Redemption of Securities

Section 1201.      Applicability of Article..............................................................93
Section 1202.      Election to Redeem; Notice to Trustee.................................................93
Section 1203.      Selection by Trustee of Securities to Be Redeemed.....................................94
Section 1204.      Notice of Redemption..................................................................94
Section 1205.      Deposit of Redemption Price...........................................................95
Section 1206.      Securities Payable on Redemption Date.................................................95
Section 1207.      Securities Redeemed in Part...........................................................96


                        ARTICLE THIRTEEN

                          Sinking Funds

Section 1301.      Applicability of Article..............................................................96




                                      -vi-



                                                                                                       Page
                                                                                                       ----
                                                                                                 
Section 1302.     Satisfaction of Sinking Fund Payments with Securities..................................97
Section 1303.     Redemption of Securities for Sinking Fund..............................................97


                        ARTICLE FOURTEEN

               Defeasance and Covenant Defeasance

Section 1401.     Applicability of Article; Company's Option to Effect Defeasance or Covenant Defeasance.98
Section 1402.     Defeasance and Discharge...............................................................98
Section 1403.     Covenant Defeasance....................................................................99
Section 1404.     Conditions to Defeasance or Covenant Defeasance.......................................100
Section 1405.     Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous
                  Provisions............................................................................104
Section 1406.     Reinstatement.........................................................................105




                                     -vii-



         INDENTURE, dated as of [ ], between The St. Paul Companies, Inc., a
corporation duly organized and existing under the laws of the State of Minnesota
(herein called the "Company"), having its principal office at 385 Washington
Street, St. Paul, Minnesota 55102, and JPMorgan Chase Bank, a New York banking
corporation duly organized and existing under the laws of the State of New York,
as Trustee (herein called the "Trustee").


                             RECITALS OF THE COMPANY

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured and
subordinated debentures, notes or other evidences of indebtedness (herein called
the "Securities"), to be issued in one or more series as in this Indenture
provided.

         All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities or of series
thereof, as follows:

                                  ARTICLE ONE

                        Definitions and Other Provisions
                             of General Application

Section 101.    Definitions.

         For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

         (1) the terms defined in this Article have the meanings assigned to
     them in this Article and include the plural as well as the singular;





         (2) all other terms used herein which are defined in the Trust
     Indenture Act, either directly or by reference therein, have the meanings
     assigned to them therein;

         (3) all accounting terms not otherwise defined herein have the meanings
     assigned to them in accordance with generally accepted accounting
     principles, and, except as otherwise herein expressly provided, the term
     "generally accepted accounting principles" with respect to any computation
     required or permitted hereunder shall mean such accounting principles as
     are generally accepted at the date of such computation; and

         (4) the words "herein", "hereof" and "hereunder" and other words of
     similar import refer to this Indenture as a whole and not to any particular
     Article, Section or other subdivision.

         Certain terms, used principally in Article Six, are defined in that
Article.

         "Act", when used with respect to any Holder, has the meaning specified
in Section 104.

         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

         "Authenticating Agent" means any Authenticating Agent appointed
pursuant to Section 614 to authenticate Securities.

         "Board of Directors" means either the board of directors of the Company
or any duly authorized committee of that board.

         "Board Resolution" means a copy of a resolution certified by the
Corporate Secretary or an Assistant


                                      -2-


Corporate Secretary of the Company to have been duly adopted by the Board of
Directors and to be in full force and effect on the date of such certification,
and delivered to the Trustee.

         "Business Day", when used with respect to any Place of Payment, means
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in that Place of Payment are authorized or obligated by law
to close.

         "Capital Lease Obligation" of any Person means the obligation to pay
rent or make other payments under a lease of (or other Indebtedness arrangements
conveying the right to use) real or personal property of such Person which is
required to be classified and accounted for as a capital lease or a liability on
the balance sheet of such Person in accordance with generally accepted
accounting principles. The Stated Maturity of such obligation shall be the date
of the last payment of rent or any other amount due under such lease prior to
the first date upon which such lease may be terminated by the lessee without
payment of a penalty.

         "Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Exchange Act, or, if at any time after
the execution of this instrument such Commission is not existing and performing
the duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

         "Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor corporation shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor corporation.

         "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, its President or
a Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or
an Assistant Secretary, and delivered to the Trustee.

         "Corporate Trust Office" means the principal office of the Trustee in
The City of New York, at which at


                                      -3-


any particular time its corporate trust business in such City may be
administered. At the date hereof, such office is located at JPMorgan Chase Bank,
450 West 33rd Street, New York, New York 10001, Attention: Institutional Trust
Services.

         "corporation" includes corporations, associations, companies and
business trusts.

         "Defaulted Interest" has the meaning specified in Section 307.

         "Depository" means, with respect to the Securities of any series
issuable or issued in whole or in part in the form of one or more Global
Securities, the clearing agency registered under the Exchange Act specified for
that purpose as contemplated by Section 301.

         "Event of Default" has the meaning specified in Section 501.

         "Exchange Act" means the Securities Exchange Act of 1934 as it may be
amended and any successor act thereto.

         "Global Security" means a security bearing the legend specified in
Section 204 evidencing all or part of a series of Securities, authenticated and
delivered to the Depository for such series or its nominee, and registered in
the name of such Depository or nominee.

         "Guarantee" by any Person means any obligation, contingent or
otherwise, of such Person guaranteeing any Indebtedness of any other Person (the
"primary obligor") in any manner, whether directly or indirectly, and including,
without limitation, any obligation of such Person (i) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness or to
purchase (or to advance or supply funds for the purchase of) any security for
the payment of such Indebtedness, (ii) to purchase property, securities or
services for the purpose of assuring the holder of such Indebtedness of the
payment of such Indebtedness or (iii) to maintain working capital, equity
capital or other financial statement condition or liquidity of the primary
obligor so as to enable the primary obligor to pay such Indebtedness (and
"Guaranteed," "Guaranteeing" and "Guarantor" shall have meanings correlative to
the foregoing); provided, however, that the



                                      -4-


Guarantee by any Person shall not include endorsements by such Person for
collection or deposit, in either case, in the ordinary course of business.

         "Holder" means a Person in whose name a Security is registered in the
Security Register.

         "Incur" means, with respect to any Indebtedness or other obligation of
any Person, to create, issue, incur (by conversion, exchange or otherwise),
assume, Guarantee or otherwise become liable in respect of such Indebtedness or
other obligation or the recording, as required pursuant to generally accepted
accounting principles or otherwise, of any such Indebtedness or other obligation
as a liability on the balance sheet of such Person (and "Incurrence,"
"Incurred," "Incurrable" and "Incurring" shall have meanings correlative to the
foregoing); provided, however, that a change in generally accepted accounting
principles that results in an obligation of such Person that exists at such time
becoming Indebtedness shall not be deemed an Incurrence of such Indebtedness.

         "Indebtedness" means (without duplication), with respect to any Person,
whether recourse is to all or a portion of the assets of such Person, (i) all
Indebtedness described in clauses (i)-(viii) of the definition of Senior
Indebtedness (all references to the Company in such definition being deemed to
refer to such Person) and (ii) the maximum fixed redemption or repurchase price
of Redeemable Interests of such Person at the time of determination.

         "Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of particular series of Securities established as
contemplated by Section 301.

         "interest", when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity.

         "Interest Payment Date", when used with respect to any security, means
the Stated Maturity of an installment of interest on such Security.


                                      -5-


         "Junior Subordinated Payment" has the meaning specified in Section
1102.

         "Maturity", when used with respect to any Security, means the date on
which the principal of such Security or an installment of principal becomes due
and payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.

         "Nuveen" means The John Nuveen Company, a Delaware corporation, and its
consolidated subsidiaries.

         "Officers' Certificate" means a certificate signed by the Chairman of
the Board, the President or a Vice President, and by the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary, of the Company, and
delivered to the Trustee. One of the officers signing an Officers' Certificate
given pursuant to Section 1006 shall be the principal executive, financial or
accounting officer of the Company.

         "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company.

         "Original Issue Discount Security" means any Security which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 502.

         "Outstanding", when used with respect to Securities, means, as of the
date of determination, all Securities theretofore authenticated and delivered
under this Indenture, except:

         (i) Securities theretofore cancelled by the Trustee or delivered to the
     Trustee for cancellation;

         (ii) Securities for whose payment or redemption money in the necessary
     amount has been theretofore deposited with the Trustee or any Paying Agent
     (other than the Company) in trust or set aside and segregated in trust by
     the Company (if the Company shall act as its own Paying Agent) for the
     Holders of such Securities; provided that, if such Securities are to be
     redeemed, notice of such redemption has been duly given pursuant to this
     Indenture or provision


                                      -6-


     therefor satisfactory to the Trustee has been made; and

         (iii) Securities which have been paid pursuant to Section 306 or in
     exchange for or in lieu of which other Securities have been authenticated
     and delivered pursuant to this Indenture, other than any such Securities in
     respect of which there shall have been presented to the Trustee proof
     satisfactory to it that such Securities are held by a protected purchaser
     in whose hands such Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, (i) the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding shall be the amount of the principal thereof that would be due and
payable as of the date of such determination upon acceleration of the Maturity
thereof pursuant to Section 502, (ii) the principal amount of a Security
denominated in a foreign currency or currencies shall be the U.S. dollar
equivalent, determined on the date of original issuance of such Security, of the
principal amount (or, in the case of an Original Issue Discount Security, the
U.S. dollar equivalent on the date of original issuance of such Security of the
amount determined as provided in (i) above) of such Security, and (iii)
Securities owned by the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which the Trustee knows to
be so owned shall be so disregarded. Securities so owned which have been pledged
in good faith may be regarded as outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor.


                                      -7-



         "Paying Agent" means any Person authorized by the Company to pay the
principal of (and premium, if any) or interest on any Securities on behalf of
the Company.

         "Payment Blockage Period" has the meaning specified in Section 1103.

         "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, limited liability company,
unincorporated organization or government or any agency or political subdivision
thereof.

         "Place of Payment", when used with respect to the Securities of any
series, means the place or places where the principal of (and premium, if any)
and interest on the Securities of that series are payable as specified as
contemplated by Section 301.

         "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

         "Preferred Securities" means undivided preferred beneficial interests
in a St. Paul Capital Trust.

         "Proceeding" has the meaning specified in Section 1102.

         "Redemption Date", when used with respect to any Security to be
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

         "Redemption Price", when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

         "Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 301.


                                      -8-


         "Responsible Officer", when used with respect to the Trustee, means any
officer of the Trustee with direct responsibility for the administration of this
Indenture and also means, with respect to a particular corporate trust matter,
any other officer of the Trustee to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.

         "Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.

         "Securities Payment" has the meaning specified in Section 1102.

         "Security Register" and "Security Registrar" have the respective
meanings specified in Section 305.

         "Senior Indebtedness" means the principal of, premium, if any, interest
on and any other payment due pursuant to any of the following, whether Incurred
on or prior to the date hereof or hereafter Incurred:

         (i) all obligations of the Company for money borrowed;

         (iv) all obligations of the Company evidenced by notes, debentures,
     bonds or other similar instruments, including obligations Incurred in
     connection with the acquisition of property, assets or businesses;

         (v) all Capital Lease Obligations of the Company;

         (vi) all reimbursement obligations of the Company with respect to
     letters of credit, bankers' acceptances or similar facilities issued for
     the account of the Company;

         (vii) all obligations of the Company issued or assumed as the deferred
     purchase price of property or services, including all obligations under
     master lease transactions pursuant to which the Company or any of its
     subsidiaries have agreed to be treated as owner of the subject

                                      -9-


     property for federal income tax purposes (but excluding trade accounts
     payable or accrued liabilities arising in the ordinary course of business);

         (viii) all payment obligations of the Company under interest rate swap
     or similar agreements or foreign currency hedge, exchange or similar
     agreements at the time of determination, including any such obligations
     Incurred by the Company solely to act as a hedge against increases in
     interest rates that may occur under the terms of other outstanding variable
     or floating rate Indebtedness of the Company;

         (ix) all obligations of the type referred to in clauses (i) through
     (vi)above of another Person and all dividends of another Person the payment
     of which, in either case, the Company has assumed or Guaranteed or for
     which the Company is responsible or liable, directly or indirectly, jointly
     or severally, as obligor, Guarantor or otherwise;

         (x) all compensation and reimbursement obligations of the Company
     pursuant to Section 607; and

         (xi) all amendments, modifications, renewals, extensions, refinancings,
     replacements and refundings by the Company of any such Indebtedness
     referred to in clauses (i) through (viii) above (and of any such amended,
     modified, renewed, extended, refinanced, refunded or replaced
     Indebtedness);

provided, however, that the following shall not constitute Senior Indebtedness:
(A) any Indebtedness owed to a Person when such Person is a Subsidiary of the
Company, (B) any Indebtedness which by the terms of the instrument creating or
evidencing the same expressly provides that it is not superior in right of
payment to the Securities, (C) any Indebtedness to the extent Incurred in
violation of this Indenture, or (D) (i) all other debt securities of the Company
issued by the Company to any trust other than a St. Paul Capital Trust, or a
trustee of such trust, or to a partnership or other Affiliate of the Company
that acts as


                                      -10-

a financing vehicle for the Company, in connection with the issuance by such
vehicles of equity securities or other securities that are similar to the
Preferred Securities and which include (ii) the following series of debt
securities: (1) Junior Subordinated Debentures, Series A, issued pursuant to
that certain indenture dated as of December 24, 1996, between USF&G Corporation
and The Bank of New York, as amended (2) Junior Subordinated Debentures, Series
B, issued pursuant to that certain indenture dated as of January 10, 1997,
between USF&G Corporation and The Bank of New York, as amended (3) Junior
Subordinated Debentures, Series C, issued pursuant to that certain indenture
dated as of July 8, 1997, between USF&G Corporation and The Bank of New York, as
amended, (4) Junior Subordinated Deferrable Interest Debentures, issued pursuant
to the certain indenture dated as of December 23, 1997 between MMI Companies,
Inc. and JPMorgan Chase Bank, as amended, (5) Junior Subordinated Debentures
issued by the Company to the St. Paul Capital Trust I. For purposes of this
definition, "Indebtedness" includes any obligation to pay principal, premium (if
any), interest, penalties, reimbursement or indemnity amounts, fees and expenses
(including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company whether or not a claim
for post-petition interest is allowed in such proceeding). Any Senior
Indebtedness shall continue to be Senior Indebtedness and entitled to the
benefits of the subordination provisions of Article Eleven irrespective of any
amendment, modification or waiver of any term of such Senior Indebtedness.

         "Senior Nonmonetary Default" has the meaning specified in Section 1103.

         "Senior Payment Default" has the meaning specified in Section 1103.

         "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 307.

         "St. Paul Capital Trust", means one or more business trusts,
partnerships or limited liability companies created by the Company for the
purpose of issuing undivided beneficial interests therein in connection with the
purchase of Securities under this Indenture.


                                      -11-


         "Stated Maturity", when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security as the fixed date on which the principal of such Security or
such installment of principal or interest is due and payable

         "Subsidiary" means a corporation more than 50% of the outstanding
voting stock of which is owned, directly or indirectly, by the Company (or by
one or more other Subsidiaries, or by the Company and one or more other
Subsidiaries), except Nuveen. For the purposes of this definition, "voting
stock" means stock which ordinarily has voting power for the election of
directors, whether at all times or only so long as no senior class of stock has
such voting power by reason of any contingency.

         "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder, and
if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean the Trustee with respect to
Securities of that series.

         "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force
at the date as of which this instrument was executed, except as provided in
Section 905; provided, however, that in the event the Trust Indenture Act of
1939 is amended after such date, "Trust Indenture Act" means, to the extent
required by such amendment, the Trust Indenture Act of 1939 as amended.

         "U.S. Government Obligations" has the meaning specified in Section
1404.

         "Vice President", when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "vice president".

Section 102.      Compliance Certificates and Opinions.

         Except as otherwise expressly provided by this Indenture, upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating


                                      -12-

to the proposed action have been complied with and an Opinion of Counsel stating
that in the opinion of such counsel such action is authorized or permitted by
this Indenture and that all such conditions precedent, if any, have been
complied with, except that in the case of any such application or request as to
which the furnishing of such documents is specifically required by any provision
of this Indenture relating to such particular application or request, no
additional certificate or opinion need be furnished.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include

         (1) a statement that each individual signing such certificate or
     opinion has read such covenant or condition and the definitions herein
     relating thereto;

         (2) a brief statement as to the nature and scope of the examination or
     investigation upon which the statements or opinions contained in such
     certificate or opinion are based;

         (3) a statement that, in the opinion of each such individual, he has
     made such examination or investigation as is necessary to enable him to
     express an informed opinion as to whether or not such covenant or condition
     has been complied with; and

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

Section 103.      Form of Documents Delivered to Trustee.

         In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.


                                      -13-


         Any certificate or opinion of any officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

         Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

Section 104.      Acts of Holders.

         (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 601) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.

         (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a


                                      -14-


certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other manner which the Trustee deems sufficient.

         (c) The ownership of Securities shall be proved by the Security
Register.

         (d) Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Security shall bind every future Holder
of the same Security and the Holder of every Security issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustee or the
Company in reliance thereon, whether or not notation of such action is made upon
such Security.

Section 105.      Notices, Etc., to Trustee and Company.

         Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other document provided or permitted by this Indenture to
be made upon, given or furnished to, or filed with,

         (1) the Trustee by any Holder or by the Company shall be sufficient for
     every purpose hereunder if made, given, furnished or filed in writing to or
     with the Trustee at its Corporate Trust Office, Attention: Institutional
     Trust Services, or

         (2) the Company by the Trustee or by any Holder shall be sufficient for
     every purpose hereunder (unless otherwise herein expressly provided) if in
     writing and mailed, first-class postage prepaid, to the Company addressed
     to it at the address of its principal office specified in the first
     paragraph of this instrument or at


                                      -15-


     any other address previously furnished in writing to the Trustee by the
     Company.

Section 106.      Notice to Holders; Waiver.

         Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at his address as it appears in the Security Register, not later
than the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice. In any case where notice to Holders is given by mail,
neither the failure to mail such notice, nor any defect in any notice so mailed,
to any particular Holder shall affect the sufficiency of such notice with
respect to other Holders. Where this Indenture provides for notice in any
manner, such notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

         In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

Section 107.      Conflict with Trust Indenture Act.

         If any provision hereof limits, qualifies or conflicts with another
provision hereof which is required to be included in this Indenture by any of
the provisions of the Trust Indenture Act, such required provision shall
control.

Section 108.      Effect of Headings and Table of Contents.

         The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.



                                      -16-


Section 109.      Successors and Assigns.

         All covenants and agreements in this Indenture by the Company shall
bind its successors and assigns, whether so expressed or not.

Section 110.      Separability Clause.

         In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

Section 111.      Benefits of Indenture.

         Nothing in this Indenture or in the Securities, express or implied,
shall give to any Person, other than the parties hereto and their successors
hereunder, the holders of Senior Indebtedness and the Holders, any benefit or
any legal or equitable right, remedy or claim under this Indenture.

Section 112.      Governing Law.

         This Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York.

Section 113.      Legal Holidays.

         In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the
Securities) payment of interest or principal (and premium, if any) need not be
made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect
as if made on the Interest Payment Date or Redemption Date, or at the Stated
Maturity, provided that no interest shall accrue with respect to such payment
for the period from and after such Interest Payment Date, Redemption Date or
Stated Maturity, as the case may be.


                                      -17-


                                  ARTICLE TWO

                                 Security Forms

Section 201.      Forms Generally.

         The Securities of each series shall be in substantially the form set
forth in this Article, or in such other form as shall be established by or
pursuant to a Board Resolution or in one or more indentures supplemental hereto,
in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or depository therefor or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution thereof. If the form of Securities of any series is established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 303 for the authentication and delivery of such
Securities.

         The Trustee's certificates of authentication shall be in substantially
the form set forth in this Article.

         The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Securities, as evidenced by their execution of
such Securities.

Section 202.      Form of Face of Security.

         [Insert any legend required by the Internal Revenue Code and the
regulations thereunder.]

                          The St. Paul Companies, Inc.

                     ......................................

No. ..........                                                      $ ..........



                                      -18-



         The St. Paul Companies, Inc., a corporation duly organized and existing
under the laws of the State of Minnesota (herein called the "Company", which
term includes any successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to ...........................
or registered assigns, the principal sum of ....................... Dollars on
 ..................................... ............... [If the Security is to
bear interest prior to Maturity, insert --, and to pay interest thereon from
 .......... or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, semi-annually on ................ and
 ............... in each year, commencing ..........., at the rate of ...% per
annum, until the principal hereof is paid or made available for payment [If
applicable insert --, provided that any principal and premium, and any such
installment of interest, which is overdue shall bear interest at the rate of
 ...% per annum (to the extent that the payment of such interest shall be legally
enforceable), from the dates such amounts are due until they are paid or made
available for payment, and such interest shall be payable on demand]. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the ...... or ....... (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture]. [If the Security is not to bear interest
prior to Maturity, insert -- The principal of this Security



                                      -19-



shall not bear interest except in the case of a default in payment of principal
upon acceleration, upon redemption or at Stated Maturity and in such case the
overdue principal and any overdue premium shall bear interest at the rate of
 ...% per annum (to the extent that the payment of such interest shall be legally
enforceable), from the dates such amounts are due until they are paid or made
available for payment. Interest on any overdue principal or premium shall be
payable on demand. [Any such interest on overdue principal or premium which is
not paid on demand shall bear interest at the rate of ......% per annum (to the
extent that the payment of such interest on interest shall be legally
enforceable), from the date of such demand until the amount so demanded is paid
or made available for payment. Interest on any overdue interest shall be payable
on demand.]

         Payment of the principal of (and premium, if any) and [if applicable,
insert -- any such interest on this Security will be made at the office or
agency of the Company maintained for that purpose in ............., in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts [if applicable, insert -- ;
provided, however, that at the option of the Company payment of interest may be
made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register].

         Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated: ......



                                      -20-



                                                    THE ST. PAUL COMPANIES, INC.


                                                         By ....................

Attest:


 ......................


Section 203.      Form of Reverse of Security.

         This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of - herein called the "Indenture", which
term shall have the meaning assigned to it in such instrument), between the
Company and JPMorgan Chase Bank, as Trustee (herein called the "Trustee", which
term includes any successor trustee under the Indenture), and reference is
hereby made to the Indenture for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof [if applicable, insert --, limited
in aggregate principal amount to $...........].

         [If applicable, insert -- The Securities of this series are subject to
redemption upon not more than 60 or less than 30 days' notice by mail, [if
applicable, insert -- (1) on ......... in any year commencing with the year
 ..... and ending with the year ...... through operation of the sinking fund for
this series at a Redemption Price equal to 100% of the principal amount, and
(2)] at any time [on or after .........., 20..], as a whole or in part, at the
election of the Company, at the following Redemption Prices (expressed as
percentages of the principal amount): If redeemed [on or before .............,
__%, and if redeemed] during the 12-month period beginning ....... of the years
indicated.


                  Redemption                                       Redemption
Year                 Price                        Year                Price
- ----              ----------                      ----             -----------



                                      -21-


and thereafter at a Redemption Price equal to .....,% of the principal amount,
together in the case of any such redemption [if applicable, insert -- (whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]

         [If applicable, insert -- The Securities of this series are subject to
redemption upon not more than 60 or less than 30 days' notice by mail, (1) on
 ............ in any year commencing with the year .... and ending with the year
 .... through operation of the sinking fund for this series at the Redemption
Prices for redemption through operation of the sinking fund (expressed as
percentages of the principal amount) set forth in the table below, and (2) at
any time [on or after ..........., as a whole or in part, at the election of the
Company, at the Redemption Prices for redemption otherwise than through
operation of the sinking fund (expressed as percentages of the principal amount)
set forth in the table below: If redeemed during the 12-month period beginning
 ............ of the years indicated,





                                      -22-



                 Redemption Price For                    Redemption Price For
                 Redemption Through                    Redemption Otherwise Than
                  Operation of the                      Through Operation of the
Year                Sinking Fund                              Sinking Fund
- ----             ---------------------                 -------------------------





and thereafter at a Redemption Price equal to .....% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

         [Notwithstanding the foregoing, the Company may not, prior to
 ..........., redeem any Securities of this series as contemplated by [Clause (2)
of] the preceding paragraph as a part of, or in anticipation of, any refunding
operation by the application, directly or indirectly, of moneys borrowed having
an interest cost to the Company (calculated in accordance with generally
accepted financial practice) of less than .....% per annum.]

         [The sinking fund for this series provides for the redemption on
 .......... in each year beginning with the year ........ and ending with the
year ...... of [not less than] $....... [("mandatory sinking fund") and not more
than $..........] aggregate principal amount of Securities of this series.
[Securities of this series acquired or redeemed by the Company otherwise than
through [mandatory] sinking fund payments may be credited against subsequent
[mandatory] sinking fund payments otherwise required to be made -- in the
inverse order in which they become due.]



                                      -23-


         In the event of redemption of this Security in part only, a new
Security or Securities of this series and of a like tenor for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.

         The indebtedness evidenced by this Security is, to the extent provided
in the Indenture, subordinate and subject in right of payment to the prior
payment in full of all Senior Indebtedness, and this Security is issued subject
to the provisions of the Indenture with respect thereto. Each Holder of this
Security, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his or her behalf to take
such actions as may be necessary or appropriate to effectuate the subordination
so provided and (c) appoints the Trustee his or her attorney-in-fact for any and
all such purposes. Each Holder hereof, by his or her acceptance hereof, waives
all notice of the acceptance of the subordination provisions contained herein
and in the Indenture by each holder of Senior Indebtedness, whether now
outstanding or hereafter created, incurred, assumed or guaranteed, and waives
reliance by each such Holder upon said provisions.

         [If the Security is not an Original Issue Discount Security,-- If an
Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.]

         [If the Security is an Original Issue Discount Security, -- If an Event
of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to -- insert formula for determining the
amount. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal, premium and overdue interest (in
each case to the extent that the payment of such interest shall be legally
enforceable), all of the Company's obligations in respect of the payment of the
principal of and premium and interest, if any, on the Securities of this series
shall terminate.]


                                      -24-


         [The Indenture contains provisions for defeasance at any time of [the
entire indebtedness of this Security or] [certain restrictive covenants and
Events of Default with respect to this Security] [, in each case] upon
compliance with certain conditions set forth therein.]

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the majority of the Holders of the principal amount of the Securities
at the time Outstanding of each series to be affected. The Indenture also
contains provisions permitting the Holders of specified percentages in principal
amount of the Securities of each series at the time Outstanding, on behalf of
the Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

         No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and any premium, and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series and of



                                      -25-


like tenor, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.

         The Securities of this series are issuable only in registered form
without coupons in denominations of $........ and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

         No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

         All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

Section 204.      Form of Legend for Global Securities.

         Any Global Security authenticated and delivered hereunder shall bear a
legend in substantially the following form:

          "This Security is a Global Security within the meaning of the
     Indenture hereinafter referred to and is registered in the name of a
     Depository or a nominee thereof. This Security may not be exchanged in
     whole or in part for a Security registered, and no transfer of this
     Security in whole or in part may be registered in the name of any person
     other than such Depository or a nominee thereof, except in the limited
     circumstances described in the Indenture."


                                      -26-


Section 205.      Form of Trustee's Certificate of Authentication

         The Trustee's certificates of authentication shall be in substantially
the following form:

         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

                                                         JPMORGAN CHASE BANK,
                                                              as Trustee

                                                    By__________________________
                                                           Authorized Officer


                                 ARTICLE THREE

                                 The Securities

Section 301.      Amount Unlimited; Issuable in Series.

         The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited.

         The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to Section 303,
set forth, or determined in the manner provided, in an Officers' Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series,

         (1) the title of the Securities of the series (which shall distinguish
     the Securities of the series from Securities of any other series);

         (2) any limit upon the aggregate principal amount of the Securities of
     the series which may be authenticated and delivered under this Indenture
     (except for Securities authenticated and delivered upon registration of
     transfer of, or in exchange for, or in lieu of, other Securities of the
     series pursuant to Section 304, 305, 306, 906 or 1207 and except for any


                                      -27-


     Securities which, pursuant to Section 303, are deemed never to have been
     authenticated and delivered hereunder);

         (3) the Person to whom any interest on a Security of the series shall
     be payable, if other than the Person in whose name that Security (or one or
     more Predecessor Securities) is registered at the close of business on the
     Regular Record Date for such interest;

         (4) the date or dates on which the principal of the Securities of the
     series is payable;

         (5) the rate or rates at which the Securities of the series shall bear
     interest, if any, the date or dates from which such interest shall accrue,
     the Interest Payment Dates on which such interest shall be payable and the
     Regular Record Date for the interest payable on any Interest Payment Date;

         (6) the place or places where the principal of (and premium, if any)
     and interest on Securities of the series shall be payable;

         (7) the period or periods within which, the price or prices at which,
     and the terms and conditions upon which, Securities of the series may be
     redeemed, in whole or in part, at the option of the Company;

         (8) the obligation, if any, of the Company to redeem or purchase
     Securities of the series pursuant to any sinking fund or analogous
     provisions or at the option of a Holder thereof and the period or periods
     within which, the price or prices at which and the terms and conditions
     upon which, Securities of the series shall be redeemed or purchased, in
     whole or in part, pursuant to such obligation;

         (9) any provisions necessary to permit or facilitate the issuance,
     payment or conversion of any Securities of the series that may be converted
     into securities or other property other


                                      -28-


     than Securities of the same series (including shares of the Company's
     common or preferred stock or other Securities of the Company) and of like
     tenor, whether in addition to, or in lieu of, any payment of principal or
     other amount and whether at the option of the Company or otherwise;

         (10) if other than denominations of $1,000 and any integral multiple
     thereof, the denominations in which Securities of the series shall be
     issuable;

         (11) the currency or currencies, including composite currencies, in
     which payment of the principal of and any premium and interest on the
     Securities of the series shall be payable if other than the currency of the
     United States of America;

         (12) if the principal of or any premium or interest on any Securities
     of the series is to be payable, at the election of the Company or the
     Holder thereof, in one or more currencies, composite currencies or currency
     units other than that or those in which such Securities are stated to be
     payable, the currency, currencies, composite currency, composite currencies
     or currency units in which the principal of or any premium or interest on
     such Securities as to which such election is made shall be payable, the
     periods within which and the terms and conditions upon which such election
     is to be made and the amount so payable (or the manner in which such amount
     shall be determined);

         (13) if the amount of payments of principal of and any premium or
     interest on the Securities of the series may be determined with reference
     to an index, a formula or any other method, the manner in which such
     amounts shall be determined;

         (14) whether the Securities of the series shall be issued in whole or
     in part in the form of one or more Global Securities and, in such case, the
     Depository with respect to such Global Security or Securities and the
     circumstances under which any such Global Security may be exchanged for
     Securities registered in the name of, and any transfer of such Global
     Security may be


                                      -29-


     registered in the name of, a Person other than such Depository or its
     nominee, if other than as set forth in Section 305;

         (15) if other than the principal amount thereof, the portion of the
     principal amount of Securities of the series which shall be payable upon
     declaration of acceleration of the Maturity thereof pursuant to Section
     502:

         (16) the application, if any, of Sections 1302 or 1303 to the
     Securities of any series;

         (17) any proposed listing on any national or foreign securities
     exchange of the Securities of the series; and

         (18) any other terms of the series (which terms shall not be
     inconsistent with the provisions of this Indenture), including any terms
     necessary, customary or desirable to facilitate the issuance of Preferred
     Securities by a St. Paul Capital Trust.

         All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to the Board Resolution referred to above and (subject to Section 303) set forth
in the Officers' Certificate or in any such indenture supplemental hereto.

         If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.

         The Securities shall be subordinated in right of payment to Senior
Indebtedness as provided in Article Eleven.



                                      -30-


Section 302.      Denominations.

         The Securities of each series shall be issuable in registered form
without coupons in such denominations as shall be specified as contemplated by
Section 301. In the absence of any such provisions with respect to the
Securities of any series, the Securities of such series shall be issuable in
denominations of $1,000 and any integral multiple thereof.

Section 303.      Execution, Authentication, Delivery and Dating.

         The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its President or one of its Vice Presidents. The
signature of any of these officers on the Securities may be manual or facsimile.

         Securities bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities. If the
form or terms of the Securities of the series have been established in or
pursuant to one or more Board Resolutions as permitted by Sections 201 and 301,
in authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Section 601) shall be fully protected in
relying upon, an Opinion of Counsel stating,

         (a) if the form of such Securities has been established by or pursuant
     to Board Resolution as permitted by Section 201, that such form has been
     established in conformity with the provisions of this Indenture;


                                      -31-


         (b) if the terms of such Securities have been established by or
     pursuant to Board Resolution as permitted by Section 301, that such terms
     have been established in conformity with the provisions of this Indenture;
     and

         (c) that such Securities, when authenticated and delivered by the
     Trustee and issued by the Company in the manner and subject to any
     conditions specified in such Opinion of Counsel, will constitute valid and
     legally binding obligations of the Company, enforceable in accordance with
     their terms, subject to bankruptcy, insolvency, fraudulent transfer,
     reorganization, moratorium and similar laws of general applicability
     relating to or affecting the enforcement of creditors' rights and to
     general equity principles.

         If such form or terms have been so established, the Trustee shall not
be required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

         Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 301 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the time
of authentication of each Security of such series if such documents are
delivered at or prior to the time of authentication upon original issuance of
the first Security of such series to be issued.

         Each Security shall be dated the date of its authentication.

         No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive


                                      -32-


evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder and is entitled to the benefits of this Indenture.
Notwithstanding the foregoing, if any Security shall have been authenticated and
delivered hereunder but never issued and sold by the Company, and the Company
shall deliver such Security to the Trustee for cancellation as provided in
Section 309 together with a written statement (which need not comply with
Section 102 and need not be accompanied by an Opinion of Counsel) stating that
such Security has never been issued and sold by the Company, for all purposes of
this Indenture such Security shall be deemed never to have been authenticated
and delivered hereunder and shall never be entitled to the benefits of this
Indenture.

Section 304.      Temporary Securities.

         Pending the preparation of definitive Securities of any series, the
Company may execute, and upon Company Order the Trustee shall authenticate and
deliver, temporary Securities which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued and with such appropriate insertions, omissions, substitutions and
other variations as the officers executing such Securities may determine, as
evidenced by their execution of such Securities.

         If temporary Securities of any series are issued, the Company will
cause definitive Securities of that series to be prepared without unreasonable
delay. After the preparation of definitive Securities of such series, the
temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company in a Place of Payment for that
series, without charge to the Holder. Upon surrender for cancellation of any one
or more temporary Securities of any series the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a like principal
amount of definitive Securities of the same series and of a like tenor of
authorized denominations. Until so exchanged the temporary Securities of any
series shall in all respects be entitled to the same benefits



                                      -33-


under this Indenture as definitive Securities of such series.

Section 305.      Registration, Registration of Transfer and Exchange.

         The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the register maintained in such office and in any other
office or agency of the Company in a Place of Payment being herein sometimes
collectively referred to as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and of transfers of Securities. The Trustee is hereby
appointed "Security Registrar" for the purpose of registering Securities and
transfers of Securities as herein provided.

         Upon surrender for registration of transfer of any Security of any
series at the office or agency in a Place of Payment for that series, the
Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Securities of
the same series, of any authorized denominations and of a like aggregate
principal amount and tenor.

         At the option of the Holder, Securities of any series may be exchanged
for other Securities of the same series of any authorized denominations and of a
like aggregate principal amount and tenor, upon surrender of the Securities to
be exchanged at such office or agency. Whenever any Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive.

         All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

         Every Security presented or surrendered for registration of transfer or
for exchange shall (if so required by the Company or the Trustee) be duly
endorsed,


                                      -34-


or be accompanied by a written instrument of transfer in form satisfactory to
the Company and the Security Registrar duly executed, by the Holder thereof or
his attorney duly authorized in writing.

         No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906 or 1207 not involving any transfer.

         The Company shall not be required (i) to issue, register the transfer
of or exchange Securities of any series during a period beginning at the opening
of business 15 days before the day of the mailing of a notice of redemption of
Securities of that series selected for redemption under Section 1203 and ending
at the close of business on the day of such mailing, or (ii) to register the
transfer of or exchange any Security so selected for redemption in whole or in
part, except the unredeemed portion of any Security being redeemed in part.

         Notwithstanding the foregoing, no Global Security shall be registered
for transfer or exchange, or authenticated or delivered, pursuant to this
Section 305 or Sections 304, 306, 906 or 1207 in the name of a Person other than
the Depository for such Security or its nominee until (i) the Depository with
respect to a Global Security notifies the Company that it is unwilling or unable
to continue as Depository for such Global Security or the Depository ceases to
be a clearing agency registered under the Exchange Act, (ii) the Company
executes and delivers to the Trustee a Company Order that such Global Security
shall be so transferable and exchangeable or (iii) there shall have occurred and
be continuing an Event of Default with respect to the Securities of such series.
Upon the occurrence in respect of any Global Security of any series of any one
or more of the conditions specified in clauses (i), (ii) or (iii) of the
preceding sentence or such other conditions as may be specified as contemplated
by Section 301 for such series, such Global Security may be registered for
transfer or exchange for Securities registered in the names of, or authenticated
and delivered to, such Persons as the Depository with respect to such series
shall direct.


                                      -35-


         Except as provided in the preceding paragraph, any Security
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, any Global Security, whether pursuant to this Section,
Section 304, 306, 906 or 1207 or otherwise, shall also be a Global Security and
bear the legend specified in Section 205.

Section 306.      Mutilated, Destroyed, Lost and Stolen Securities.

         If any mutilated Security is surrendered to the Trustee, the Company
shall execute and the Trustee shall authenticate and deliver in exchange thereof
or a new Security of the same series and of like tenor and principal amount and
bearing a number not contemporaneously outstanding.

         If there shall be delivered to the Company and the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a protected
purchaser, the Company shall execute and upon its request the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

         In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

         Upon the issuance of any new Security under this Section, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

         Every new Security of any series issued pursuant to this Section in
lieu of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Security shall be at any time



                                      -36-


enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities of that
series duly issued hereunder.

         The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities.

Section 307.      Payment of Interest; Interest Rights Preserved.

         Unless otherwise provided as contemplated by Section 301 with respect
to any series of Securities, interest on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

         Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in Clause (1) or (2) below:

         (1) The Company may elect to make payment of any Defaulted Interest to
     the Persons in whose names the Securities of such series (or their
     respective Predecessor Securities) are registered at the close of business
     on a Special Record Date for the payment of such Defaulted Interest, which
     shall be fixed in the following manner. The Company shall notify the
     Trustee in writing of the amount of Defaulted Interest proposed to be paid
     on each Security of such series and the date of the proposed payment, and
     at the same time the Company shall deposit with the Trustee an amount of
     money equal to the aggregate amount proposed to be paid in respect of such
     Defaulted Interest or shall make arrangements satisfactory to the Trustee
     for such deposit prior to the date of the



                                      -37-

     proposed payment, such money when deposited to be held in trust for the
     benefit of the Persons entitled to such Defaulted Interest as in this
     Clause provided. Thereupon the Trustee shall fix a Special Record Date for
     the payment of such Defaulted Interest which shall be not more than 15 days
     and not less than 10 days prior to the date of the proposed payment and not
     less than 10 days after the receipt by the Trustee of the notice of the
     proposed payment. The Trustee shall promptly notify the Company of such
     Special Record Date and, in the name and at the expense of the Company,
     shall cause notice of the proposed payment of such Defaulted Interest and
     the Special Record Date therefor to be mailed, first-class postage prepaid,
     to each Holder of Securities of such series at his address as it appears in
     the Security Register, not less than 10 days prior to such Special Record
     Date. Notice of the proposed payment of such Defaulted Interest and the
     Special Record Date therefor having been so mailed, such Defaulted Interest
     shall be paid to the Persons in whose names the Securities of such series
     (or their respective Predecessor Securities) are registered at the close of
     business on such Special Record Date and shall no longer be payable
     pursuant to the following Clause (2).

         (2) The Company may make payment of any Defaulted Interest on the
     Securities of any series in any other lawful manner not inconsistent with
     the requirements of any securities exchange on which such Securities may be
     listed, and upon such notice as may be required by such exchange, if, after
     notice given by the Company to the Trustee of the proposed payment pursuant
     to this Clause, such manner of payment shall be deemed practicable by the
     Trustee.

         Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest


                                      -38-


accrued and unpaid, and to accrue, which were carried by such other Security.

Section 308.      Persons Deemed Owners.

         Prior to due presentment of a Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name such Security is registered as the owner of such
Security for the purpose of receiving payment of principal of (and premium, if
any) and (subject to Section 307) interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

Section 309.      Cancellation.

         All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it. The Company may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly cancelled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided
in this Section, except as expressly permitted by this Indenture. All cancelled
Securities held by the Trustee shall be disposed of in accordance with its
normal procedures unless otherwise directed by a Company Order.

Section 310.      Computation of Interest.

         Except as otherwise specified as contemplated by Section 301 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.


                                      -39-


                                  ARTICLE FOUR

                           Satisfaction and Discharge

Section 401.      Satisfaction and Discharge of Indenture.

         This Indenture shall upon Company Request cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of
Securities herein expressly provided for), and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

         (1) either

              (A) all Securities theretofore authenticated and delivered (other
         than (i) Securities which have been destroyed, lost or stolen and which
         have been replaced or paid as provided in Section 306 and (ii)
         Securities for whose payment money has theretofore been deposited in
         trust or segregated and held in trust by the Company and thereafter
         repaid to the Company or discharged from such trust, as provided in
         Section 1003) have been delivered to the Trustee for cancellation; or

              (B) all such Securities not theretofore delivered to the Trustee
         for cancellation

                   (i) have become due and payable, or

                   (ii) will become due and payable at their Stated Maturity
               within one year, or

                   (iii) are to be called for redemption within one year under
               arrangements satisfactory to the Trustee for the giving of notice
               of redemption by the Trustee in the name, and at the expense, of
               the Company,


                                      -40-


          and the Company, in the case of (i), (ii) or (iii) above, has
          deposited or caused to be deposited with the Trustee as trust funds in
          trust for the purpose an amount sufficient to pay and discharge the
          entire Indebtedness on such Securities not theretofore delivered to
          the Trustee for cancellation, for principal (and premium, if any) and
          interest to the date of such deposit (in the case of Securities which
          have become due and payable) or to the Stated Maturity or Redemption
          Date, as the case may be;


         (2) the Company has paid or caused to be paid all other sums payable
     hereunder by the Company; and

         (3) the Company has delivered to the Trustee an Officers' Certificate
     and an Opinion of Counsel, each stating that all conditions precedent
     herein provided for relating to the satisfaction and discharge of this
     Indenture have been complied with.

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607, the obligations of
the Trustee to any Authenticating Agent under Section 614 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.

Section 402.      Application of Trust Money.

         Subject to provisions of the last paragraph of Section 1003, all money
deposited with the Trustee pursuant to Section 401 shall be held in trust and
applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with the
Trustee.



                                      -41-


                                  ARTICLE FIVE

                                    Remedies

Section 501.      Events of Default.

         "Event of Default", wherever used herein with respect to Securities of
any series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be occasioned by the provisions of Article
Eleven, or be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

         (1) default in the payment of any interest upon any Security of that
     series when it becomes due and payable, and continuance of such default for
     a period of 30 days; or

         (2) default in the payment of the principal of (or premium, if any, on)
     any Security of that series at its Maturity; or

         (3) default in the deposit of any sinking fund payment, when and as due
     by the terms of a Security of that series; or

         (4) default in the performance, or breach, of any covenant or warranty
     of the Company in this Indenture (other than a covenant or warranty a
     default in whose performance or whose breach is elsewhere in this Section
     specifically dealt with or which has expressly been included in this
     Indenture solely for the benefit of a series of Securities other than that
     series), and continuance of such default or breach for a period of 90 days
     after there has been given, by registered or certified mail, to the Company
     by the Trustee or to the Company and the Trustee by the Holders of at least
     25% in principal amount of the Outstanding Securities of that series a
     written notice specifying such default or breach and requiring it to be
     remedied and stating that such notice is a "Notice of Default" hereunder;
     or


                                      -42-


         (5) the entry by a court having jurisdiction in the premises of (A) a
     decree or order for relief in respect of the Company in an involuntary case
     or proceeding under any applicable Federal or State bankruptcy, insolvency,
     reorganization or other similar law or (B) a decree or order adjudging the
     Company a bankrupt or insolvent, or approving as properly filed a petition
     seeking reorganization, arrangement, adjustment or composition of or in
     respect of the Company under any applicable Federal or State law, or
     appointing a custodian, receiver, liquidator, assignee, trustee,
     sequestrator or other similar official of the Company or of any substantial
     part of its property, or ordering the winding up or liquidation of its
     affairs, and the continuance of any such decree or order for relief or any
     such other decree or order unstayed and in effect for a period of 90
     consecutive days; or

         (6) the commencement by the Company of a voluntary case or proceeding
     under any applicable Federal or State bankruptcy, insolvency,
     reorganization or other similar law or of any other case or proceeding to
     be adjudicated a bankrupt or insolvent, or the consent by it to the entry
     of a decree or order for relief in respect of the Company in an involuntary
     case or proceeding under any applicable Federal or State bankruptcy,
     insolvency, reorganization or other similar law or to the commencement of
     any bankruptcy or insolvency case or proceeding against it, or the filing
     by it of a petition or answer or consent seeking reorganization or relief
     under any applicable Federal or State law, or the consent by it to the
     filing of such petition or to the appointment of or taking possession by a
     custodian, receiver, liquidator, assignee, trustee, sequestrator or similar
     official of the Company or of any substantial part of its property, or the
     making by it of an assignment for the benefit of creditors, or the
     admission by it in writing of its inability to pay its debts generally as
     they become due, or


                                      -43-


     the taking of corporate action by the Company in furtherance of any such
     action; or

         (7) any other Event of Default provided with respect to Securities of
     that series.

         Upon receipt by the Trustee of any Notice of Default pursuant to this
Section 501 with respect to Securities of a series all or part of which is
represented by a Global Security, a record date shall be established for
determining Holders of Outstanding Securities of such series entitled to join in
such Notice of Default, which record date shall be at the close of business on
the day the Trustee receives such Notice of Default. The Holders on such record
date, or their duly designated proxies, and only such Persons, shall be entitled
to join in such Notice of Default, whether or not such Holders remain Holders
after such record date; provided, however, that unless Holders of at least 25%
in principal amount of the Outstanding Securities of such series, or their
proxies, shall have joined in such Notice of Default prior to the date which is
the ninetieth day after such record date, such Notice of Default shall
automatically and without further action by any Holder be canceled and of no
further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of
a Holder, from giving, (i) after expiration of such 90-day period, a new Notice
of Default identical to a Notice of Default which has been canceled pursuant to
the proviso to the preceding sentence or (ii) during any such 90-day period, an
additional Notice of Default with respect to any new or different fact or
circumstance permitting the giving of a Notice of Default with respect to
Securities of such series, in either of which events a new record date shall be
established pursuant to the provisions of this Section 501.

Section 502.      Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default with respect to Securities of any series at the
time Outstanding occurs and is continuing, then and in every such case the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series may declare the principal amount (or, if
any of the Securities of that series are Original Issue Discount Securities,
such portion of the principal amount of such Securities as may be


                                      -44-


specified in the terms thereof) of all of the Securities of that series to be
due and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by Holders), and upon any such declaration such principal
amount (or specified amount) shall become immediately due and payable.

         At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if

         (1) the Company has paid or deposited with the Trustee a sum sufficient
     to pay

              (A) all overdue interest on all Securities of that series,

              (B) the principal of (and premium, if any, on) any Securities of
          that series which have become due otherwise than by such declaration
          of acceleration and interest thereon at the rate or rates prescribed
          therefor in such Securities,

              (C) to the extent that payment of such interest is lawful,
          interest upon overdue interest at the rate or rates prescribed
          therefor in such Securities, and

              (D) all sums paid or advanced by the Trustee hereunder and the
          reasonable compensation, expenses, disbursements and advances of the
          Trustee, its agents and counsel;

     and

         (2) all Events of Default with respect to Securities of that series,
     other than the non-payment of the principal of Securities of that series
     which have become due solely by such


                                      -45-


     declaration of acceleration, have been cured or waived as provided in
     Section 513.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

         Upon receipt by the Trustee of written notice declaring such an
acceleration, or rescission and annulment thereof, with respect to Securities of
a series all or part of which is represented by a Global Security, a record date
shall be established for determining Holders of Outstanding Securities of such
series entitled to join in such notice, which record date shall be at the close
of business on the day the Trustee receives such notice. The Holders on such
record date, or their duly designated proxies, and only such Persons, shall be
entitled to join in such notice, whether or not such Holders remain Holders
after such record date; provided, however, that unless such declaration of
acceleration, or rescission and annulment, as the case may be, shall have become
effective by virtue of the requisite percentage having joined in such notice
prior to the day which is the ninetieth day after such record date, such notice
of declaration of acceleration, or rescission and annulment, as the case may be,
shall automatically and without further action by any Holder be canceled and of
no further effect. Nothing in this paragraph shall prevent a Holder, or a proxy
of a Holder, of Securities of any series from giving, (i) after expiration of
such 90-day period, a new written notice of declaration of acceleration, or
rescission and annulment thereof, as the case may be, that is identical to a
written notice which has been canceled pursuant to the proviso to the preceding
sentence or (ii) during any such 90-day period an additional written notice of
declaration of acceleration with respect to any other Event of Default with
respect to Securities of such series, or an additional written notice of
rescission or annulment of any declaration of acceleration with respect to any
other Event of Default with respect to Securities of such series, in either of
which events a new record date shall be established pursuant to the provisions
of this Section 502.

Section 503.      Collection of Indebtedness and Suits for
                  Enforcement by Trustee.

         The Company covenants that if


                                      -46-


         (1) default is made in the payment of any interest on any Security when
     such interest becomes due and payable and such default continues for a
     period of 30 days, or

         (2) default is made in the payment of the principal of (or premium, if
     any, on) any Security at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal (and premium, if any) and interest and, to the extent
that payment of such interest shall be legally enforceable, interest on any
overdue principal (and premium, if any) and on any overdue interest, at the rate
or rates prescribed therefor in such Securities, and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

         If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company or any other obligor upon such Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon such Securities, wherever
situated.

         If an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such series by
such appropriate judicial proceedings as the Trustee shall deem most effectual
to protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy.

                                      -47-


Section 504.      Trustee May File Proofs of Claim.

         In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue principal or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise,

         (i) to file and prove a claim for the whole amount of principal (and
     premium, if any) and interest owing and unpaid in respect of the Securities
     and to file such other papers or documents as may be necessary or advisable
     in order to have the claims of the Trustee (including any claim for the
     reasonable compensation, expenses, disbursements and advances of the
     Trustee, its agents and counsel) and of the Holders allowed in such
     judicial proceeding, and

         (ii) to collect and receive any moneys or other property payable or
     deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.

         Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder



                                      -48-


thereof or to authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding.

Section 505.      Trustee May Enforce Claims Without
                  Possession of Securities.

         All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

Section 506.      Application of Money Collected.

         Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal (or premium,
if any) or interest, upon presentation of the Securities and the notation
thereon of the payment if only partially paid and upon surrender thereof if
fully paid:

              FIRST: To the payment of all amounts due the Trustee under Section
          607, including the reasonable fees and expenses of its counsel; and

              SECOND: Subject to Article Eleven, to the payment of the amounts
          then due and unpaid for principal of (and premium, if any) and
          interest on the Securities in respect of which or for the benefit of
          which such money has been collected, ratably, without preference or
          priority of any kind, according to the amounts due and payable on such
          Securities for principal (and premium, if any) and interest,
          respectively.

                                      -49-


Section 507.      Limitation on Suits.

         No Holder of any Security of any series shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless

         (1) such Holder has previously given written notice to the Trustee of a
     continuing Event of Default with respect to the Securities of that series;

         (2) the Holders of not less than 25% in principal amount of the
     Outstanding Securities of that series shall have made written request to
     the Trustee to institute proceedings in respect of such Event of Default in
     its own name as Trustee hereunder;

         (3) such Holder or Holders have offered to the Trustee reasonable
     indemnity against the costs, expenses and liabilities to be incurred in
     compliance with such request;

         (4) the Trustee for 90 days after its receipt of such notice, request
     and offer of indemnity has failed to institute any such proceeding; and

         (5) no direction inconsistent with such written request has been given
     to the Trustee during such 90-day period by the Holders of a majority in
     principal amount of the Outstanding Securities of that series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such
Holders.

                                      -50-


Section 508.      Unconditional Right of Holders to Receive
                  Principal, Premium and Interest.

         Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any) and (subject to
Section 307) interest on such Security on the Stated Maturity or Maturities
expressed in such Security (or, in the case of redemption, on the Redemption
Date) and to institute suit for the enforcement of any such payment, and such
rights shall not be impaired without the consent of such Holder.

Section 509.      Restoration of Rights and Remedies.

         If the Trustee or any Holder has instituted any proceeding to enforce
any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Company, the Trustee and the Holders shall
be restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.

Section 510.      Rights and Remedies Cumulative.

         Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities in the last paragraph of
Section 306, no right or remedy herein conferred upon or reserved to the Trustee
or to the Holders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative and
in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

                                      -51-


Section 511.      Delay or Omission Not Waiver.

         No delay or omission of the Trustee or of any Holder of any Securities
to exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein. Every right and remedy given by this Article or by law
to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case
may be.

Section 512.      Control by Holders.

         The Holders of a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series, provided that

         (1) such direction shall not be in conflict with any rule of law or
     with this Indenture, and

         (2) the Trustee may take any other action deemed proper by the Trustee
     which is not inconsistent with such direction.

         Upon receipt by the Trustee of any written notice directing the time,
method or place of conducting any such proceeding or exercising any such trust
or power, with respect to Securities of a series all or part of which is
represented by a Global Security, a record date shall be established for
determining Holders of Outstanding Securities of such series entitled to join in
such notice, which record date shall be at the close of business on the day the
Trustee receives such notice. The Holders on such record date, or their duly
designated proxies, and only such Persons, shall be entitled to join in such
notice, whether or not such Holders remain Holders after such record date;
provided, however, that unless the Holders of a majority in principal amount of
the Outstanding Securities of such series shall have joined in such notice prior
to the day which is the ninetieth day after such record date, such notice shall
automatically and without further action by any Holder be cancelled and of no
further

                                      -52-


effect. Nothing in this paragraph shall prevent a Holder, or a proxy of a
Holder, from giving, (i) after expiration of such 90-day period, a new notice
identical to a notice which has been cancelled pursuant to the proviso to the
preceding sentence or (ii) during any such 90-day period, a new direction
contrary to or different from such direction, in either of which events a new
record date shall be established pursuant to the provisions of this Section 512.

Section 513.      Waiver of Past Defaults.

         Subject to Section 502, the Holders of a majority in principal amount
of the Outstanding Securities of any series may, by notice to the Trustee, waive
an existing or past default with respect to the Securities of such series and
its consequences, except a default

         (1) in the payment of principal of (or premium, if any) or interest on
     any Security of such series, or in the deposit of any sinking fund payment
     when and as due,

         (2) in respect of a covenant or provision hereof which under Article
     Nine cannot be modified or amended without the consent of the Holder of
     each Outstanding Security of such series affected, or

         (3) in respect of an existing or past default described in clause (4),
     (5) or (6) of Section 501, which may be waived by the Holders of a majority
     in principal amount of all Outstanding Securities voting together as a
     single class.

                  The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Persons entitled to waive any past
default hereunder. If a record date is fixed, the Holders on such record date,
or their duly designated proxies, and only such Persons, shall be entitled to
waive any default hereunder, whether or not such Holders remain Holders after
such record date; provided, however, that unless such majority in principal
amount shall have waived such default prior to the date which is the ninetieth
day after such record date, any such waiver previously given shall automatically
and without

                                      -53-


further action by any Holder be cancelled and of no further effect.

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

Section 514.      Undertaking for Costs.

         All parties to this Indenture agree, and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in principal
amount of the Outstanding Securities of any series, or to any suit instituted by
any Holder for the enforcement of the payment of the principal of (or premium,
if any) or interest on any Security on or after the Stated Maturity or
Maturities expressed in such Security (or, in the case of redemption, on or
after the Redemption Date).

Section 515.      Waiver of Stay or Extension Laws.

         The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not


                                      -54-


hinder, delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such power as though
no such law had been enacted.

                                  ARTICLE SIX

                                   The Trustee

Section 601.      Certain Duties and Responsibilities.

         (a) Except during the continuance of an Event of Default,

         (1) the Trustee undertakes to perform such duties and only such duties
     as are specifically set forth in this Indenture, and no implied covenants
     or obligations shall be read into this Indenture against the Trustee; and

         (2) in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture; but in
     the case of any such certificates or opinions which by any provision hereof
     are specifically required to be furnished to the Trustee, the Trustee shall
     be under a duty to examine the same to determine whether or not they
     conform to the requirements of this Indenture.

         (b) In case an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.

         (c) No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that

                                      -55-


         (1) this Subsection shall not be construed to limit the effect of
     Subsection (a) of this Section;

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

         (3) the 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 a majority in principal amount of the outstanding Securities
     of any series, determined as provided in Section 512, relating to the time,
     method and place of conducting any proceeding for any remedy available to
     the Trustee, or exercising any trust or power conferred upon the Trustee,
     under this Indenture with respect to the Securities of such series; and

         (4) no provision of this Indenture shall require the Trustee to expend
     or risk its own funds or otherwise incur any financial liability in the
     performance of any of its duties hereunder, or in the exercise of any of
     its rights or powers, if it shall have reasonable grounds for believing
     that repayment of such funds or adequate indemnity against such risk or
     liability is not reasonably assured to it.

         (d) Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section.

Section 602.      Notice of Defaults.

         Within 90 days after the occurrence of any default hereunder with
respect to the Securities of any series, the Trustee shall transmit by mail to
all Holders of Securities of such series, as their names and addresses appear in
the Security Register, notice of such default hereunder known to the Trustee,
unless such default shall


                                      -56-


have been cured or waived; provided, however, that, except in the case of a
default in the payment of the principal of (or premium, if any) or interest on
any Security of such series or in the payment of any sinking fund installment
with respect to Securities of such series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of directors or Responsible Officers of the
Trustee in good faith determine that the withholding of such notice is in the
interest of the Holders of Securities of such series; and provided, further,
that in the case of any default of the character specified in Section 501(4)
with respect to Securities of such series, no such notice to Holders shall be
given until at least 30 days after the occurrence thereof. For the purpose of
this Section, the term "default" means any event which is, or after notice or
lapse of time or both would become, an Event of Default with respect to
Securities of such series.

Section 603.      Certain Rights of Trustee.

         Subject to the provisions of Section 601:

         (a) the 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 or presented by the proper party or parties;

         (b) any request or direction of the Company mentioned herein shall be
     sufficiently evidenced by a Company Request or Company Order or as
     otherwise expressly provided herein and any resolution of the Board of
     Directors may be sufficiently evidenced by a Board Resolution;

         (c) whenever in the administration of this Indenture the Trustee shall
     deem it desirable that a matter be proved or established prior to taking,
     suffering or omitting any action hereunder, the Trustee (unless other
     evidence be herein specifically prescribed) may, in the

                                      -57-


     absence of bad faith on its part, conclusively rely upon an Officers'
     Certificate;

         (d) the Trustee may consult with counsel and the written advice of such
     counsel or any Opinion of Counsel 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 reliance thereon;

         (e) the Trustee shall be under no obligation to exercise any of the
     rights or powers vested in it by this Indenture at the request or direction
     of any of the Holders pursuant to this Indenture, unless such Holders shall
     have offered to the Trustee reasonable security or indemnity against the
     costs, expenses and liabilities which might be incurred by it in compliance
     with such request or direction;

         (f) the 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 Trustee, in its discretion, may make such further inquiry
     or investigation into such facts or matters as it may see fit, and, if the
     Trustee shall determine to make such further inquiry or investigation, it
     shall be entitled to examine the books, records and premises of the
     Company, personally or by agent or attorney;

         (g) the Trustee may execute any of the trusts or powers hereunder or
     perform any duties hereunder either directly or by or through agents or
     attorneys and the 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;

         (h) the Trustee shall not be liable for any action taken, suffered, or
     omitted to be taken by it in good faith and reasonably believed by it to be
     authorized or within the discretion or rights or powers conferred upon it
     by this Indenture; and

         (i) the Trustee shall not be charged with knowledge of any default or
     Event of Default with respect to the Securities unless either (1) a
     Responsible Officer shall have actual knowledge of such default or Event of
     Default or (2)


                                      -58-


     written notice of such default or Event of Default shall have been given to
     the Trustee by the Company or by any Holder of the Securities.

Section 604.      Not Responsible for Recitals or Issuance of
                  Securities.

         The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and the Trustee or any Authenticating Agent assumes no
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities. The Trustee
or any Authenticating Agent shall not be accountable for the use or application
by the Company of Securities or the proceeds thereof.

Section 605.      May Hold Securities.

         The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections
608 and 613, may otherwise deal with the Company with the same rights it would
have if it were not Trustee, Authenticating Agent, Paying Agent, Security
Registrar or such other agent.

Section 606.      Money Held in Trust.

         Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed with the Company.

Section 607.      Compensation and Reimbursement.

         The Company agrees

         (1) to pay to the Trustee from time to time reasonable compensation for
     all services rendered by it hereunder (which compensation shall not be
     limited by any provision of law in regard to the compensation of a trustee
     of an express trust);

                                      -59-


         (2) except as otherwise expressly provided herein, to reimburse the
     Trustee upon its request for all reasonable expenses, disbursements and
     advances incurred or made by the Trustee in accordance with any provision
     of this Indenture (including the reasonable compensation and the expenses
     and disbursements of its agents and counsel), except any such expense,
     disbursement or advance as may be attributable to its negligence or bad
     faith; and

         (3) to indemnify the Trustee for, and to hold it 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
     of the trust or trusts hereunder (including the reasonable compensation and
     the expenses and disbursements of its counsel), including the costs and
     expenses of defending itself against any claim or liability in connection
     with the exercise or performance of any of its powers or duties hereunder.

         When the Trustee incurs expenses or renders services in connection with
an Event of Default specified in Section 501(5) or 501(6), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or State bankruptcy, insolvency,
reorganization, or other similar law.

         To secure the Company's payment obligations in this Section 607, the
Trustee shall have a lien prior to the Securities on all money or property held
or collected by the Trustee, in its capacity as Trustee, except money or
property held in trust to pay principal of, premium, if any, and interest on
particular Securities.

         The provisions of this Section 607 shall survive the resignation or
removal of the Trustee and the termination of this Indenture.

                                      -60-


Section 608.      Disqualification; Conflicting Interests.

         The Trustee for the Securities of any series issued hereunder shall be
subject to the provisions of Section 310(b) of the Trust Indenture Act during
the period of time provided for therein. In determining whether the Trustee has
a conflicting interest as defined in Section 310(b) of the Trust Indenture Act
with respect to the Securities of any series, there shall be excluded this
Indenture with respect to Securities of any particular series of Securities
other than that series.

         Nothing herein shall prevent the Trustee from filing with the
Securities and Exchange Commission the application referred to in the second to
last paragraph of Section 3(b) of the Trust Indenture Act.

Section 609.      Corporate Trustee Required; Eligibility.

         There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus
of at least $50,000,000. If such corporation publishes reports of condition at
least annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, 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. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

Section 610.      Resignation and Removal; Appointment of Successor.

         (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 611.

                                      -61-


         (b) The Trustee may resign at any time with respect to the Securities
of one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 611 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

         (c) The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series, delivered to the Trustee and to
the Company.

         (d) If at any time:

         (1) the Trustee shall fail to comply with Section 608(a) after written
     request therefor by the Company or by any Holder who has been a bona fide
     Holder of a Security for at least six months, or

         (2) the Trustee shall cease to be eligible under Section 609 and shall
     fail to resign after written request thereof or by the Company or by any
     such Holder, or

         (3) the Trustee shall become incapable of acting or shall be adjudged a
     bankrupt or insolvent or a receiver of the Trustee or of its property shall
     be appointed or any public officer shall take charge or control of the
     Trustee or of its property or affairs for the purpose of rehabilitation,
     conservation or liquidation,

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all securities, or (ii) subject to Section 514, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.

                                      -62-


         (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the
applicable requirements of Section 611. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any Series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
611, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Company. If
no successor Trustee with respect to the Securities of any Series shall have
been so appointed by the Company or the Holders and accepted appointment in the
manner required by Section 611, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.


         (f) The Company shall give notice of each resignation and each removal
of the Trustee with respect to the Securities of any series and each appointment
of a successor Trustee with respect to the Securities of any series by mailing
written notice of such event by first-class mail, postage prepaid, to all
Holders of Securities of such series as their names and addresses appear in the
Security Register. Each notice shall include the name of the successor Trustee
with respect to the Securities of such series and the address of its Corporate
Trust Office.

                                      -63-


Section 611.      Acceptance of Appointment by Successor.

         (a) In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.

         (b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust and that each such Trustee shall be trustee of a trust or

                                      -64-


trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee; and upon the execution and delivery of
such supplemental indenture the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee hereunder
with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates.

         (c) Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts referred
to in paragraph (a) and (b) of this Section, as the case may be.

         (d) No successor Trustee shall accept its appointment unless at the
time of such acceptance such successor Trustee shall be qualified and eligible
under this Article.

Section 612.      Merger, Conversion, Consolidation or
                  Succession to Business.

         Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee 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. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same

                                      -65-


effect as if such successor Trustee had itself authenticated such Securities.

Section 613.      Preferential Collection of Claims Against Company.

         The Trustee shall comply with Section 311(a) of the Trust Indenture Act
with respect to each series of Securities for which it is Trustee.

Section 614.      Appointment of Authenticating Agent.

         At any time when any of the Securities remain Outstanding the Company
may appoint an Authenticating Agent or Agents with respect to one or more series
of Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon exchange, registration of
transfer or partial redemption thereof or pursuant to Section 306, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall at all times be a
corporation organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, authorized under such
laws to act as Authenticating Agent, having a combined capital and surplus of
not less than $50,000,000 and subject to supervision or examination by Federal
or State authority. If such Authenticating Agent publishes reports of condition
at least annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section.

                                      -66-


         Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Company may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Trustee. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Company may appoint a successor Authenticating
Agent and shall mail written notice of such appointment by first-class mail,
postage prepaid, to all Holders of Securities of the series with respect to
which such Authenticating Agent will serve, as their names and addresses appear
in the Security Register. Any successor Authenticating Agent upon acceptance of
its appointment hereunder shall become vested with all the rights, powers and
duties of its predecessor hereunder, with like effect as if originally named as
an Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section.

         The Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section.

         If an appointment with respect to one or more series is made pursuant
to this Section, the Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternate
certificate of authentication in the following form:

         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

                                      -67-


                                                          JPMORGAN CHASE BANK,
                                                              as Trustee


                                                       By_______________________
                                                        As Authenticating Agent



                                                       By_______________________
                                                          Authorized Officer


                                 ARTICLE SEVEN

         Holders' Lists and Reports by Trustee and Company

Section 701.      Company to Furnish Trustee Names and Addresses of Holders.

         The Company will furnish or cause to be furnished to the Trustee

         (a) semi-annually, not later than June 30 and December 31 in each year,
     a list, in such form as the Trustee may reasonably require, of the names
     and addresses of the Holders as of the preceding June 15 or December 15, as
     the case may be, and

         (b) at such other times as the Trustee may request in writing, within
     30 days after the receipt by the Company of any such request, a list of
     similar form and content as of a date not more than 15 days prior to the
     time such list is furnished;

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar; provided that the Company shall not be obligated
to provide such a list of Holders at any time that such list would not differ
from the last such list provided by the Company to the Trustee under this
Section 701.

Section 702.      Preservation of Information; Communications
                  to Holders.

         (a) The Trustee shall preserve, in as current a form as is reasonably
     practicable, the names and addresses of Holders contained in the most
     recent list furnished to the Trustee as


                                      -68-

     provided in Section 701 and the names and addresses of Holders received by
     the Trustee in its capacity as Security Registrar. The Trustee may destroy
     any list furnished to it as provided in Section 701 upon receipt of a new
     list so furnished.

         (b) If three or more Holders (herein referred to as "applicants") apply
     in writing to the Trustee, and furnish the Trustee reasonable proof that
     each such applicant has owned a Security for a period of at least six
     months preceding the date of such application, and such application states
     that the applicants desire to communicate with the other Holders with
     respect to their rights under this Indenture or under the Securities and is
     accompanied by a copy of the form of proxy or other communication which
     such applicants propose to transmit, then the Trustee shall, within five
     business days after the receipt of such application, at its election,
     either

              (i) afford such applicants access to the information preserved at
         the time by the Trustee in accordance with Section 702(a), or

              (ii) inform such applicants as to the approximate number of
         Holders whose names and addresses appear in the information preserved
         at the time by the Trustee in accordance with Section 702(a), and as to
         the approximate cost of mailing to such Holders the form of proxy or
         other communication, if any, specified in such application.

         If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder whose name and address appear in the information preserved
at the time by the Trustee in accordance with Section 702(a) a copy of the form
of proxy or other communication which is specified in such request, with
reasonable promptness after a tender to the Trustee of the material to be mailed
and of payment, or provision for the

                                      -69-


payment, of the reasonable expenses of mailing, unless within five days after
such tender the Trustee shall mail to such applicants and file with the
Commission, together with a copy of the material to be mailed, a written
statement to the effect that, in the opinion of the Trustee, such mailing would
be contrary to the best interest of the Holders or would be in violation of
applicable law. Such written statement shall specify the basis of such opinion.
If the Commission, after opportunity for a hearing upon the objections specified
in the written statement so filed, shall enter an order refusing to sustain any
of such objections or if, after the entry of an order sustaining one or more of
such objections, the Commission shall find, after notice and opportunity for
hearing, that all the objections so sustained have been met and shall enter an
order so declaring, the Trustee shall mail copies of such material to all such
Holders with reasonable promptness after the entry of such order and the renewal
of such tender; otherwise the Trustee shall be relieved of any obligation or
duty to such applicants respecting their application.

         (c) Every Holder of Securities, by receiving and holding the same,
     agrees with the Company and the Trustee that neither the Company nor the
     Trustee nor any agent of either of them shall be held accountable by reason
     of the disclosure of any such information as to the names and addresses of
     the Holders in accordance with Section 702(b), regardless of the source
     from which such information was derived, and that the Trustee shall not be
     held accountable by reason of mailing any material pursuant to a request
     made under Section 702(b).

Section 703.      Reports by Trustee.

         (a) Within 60 days of each May 15, the Trustee shall transmit to
Holders such reports concerning the Trustee and its actions under this Indenture
as may be required pursuant to the Trust Indenture Act in the manner provided
pursuant thereto.

         (b) A copy of each such report shall, at time of such transmission to
Holders, be filed by the Trustee with each stock exchange upon which the
Securities are listed, with the Commission and with the Company. The Company
will notify the Trustee when the Securities are listed on any stock exchange.

                                      -70-

Section 704.      Reports by Company.


         The Company shall:

         (1) file with the Trustee, within 15 days after the Company is required
     to file the same with the Commission, copies of the annual reports and of
     the information, documents and other reports (or copies of such portions of
     any of the foregoing as the Commission may from time to time by rules and
     regulations prescribe) which the Company may be required to file with the
     Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or,
     if the Company is not required to file information, documents or reports
     pursuant to either of said Sections, then it shall file with the Trustee
     and the Commission, in accordance with rules and regulations prescribed
     from time to time by the Commission, such of the supplementary and periodic
     information, documents and reports which may be required pursuant to
     Section 13 of the


                                      -71-


     Exchange Act in respect of a security listed and registered on a national
     securities exchange as may be prescribed from time to time in such rules
     and regulations;

         (2) file with the Trustee and the Commission, in accordance with rules
     and regulations prescribed from time to time by the Commission, such
     additional information, documents and reports with respect to compliance by
     the Company with the conditions and covenants of this Indenture as may be
     required from time to time by such rules and regulations; and

         (3) transmit by mail to all Holders, as their names and addresses
     appear in the Security Register, within 30 days after the filing thereof
     with the Trustee, such summaries of any information, documents and reports
     required to be filed by the Company pursuant to paragraphs (1) and (2) of
     this Section as may be required by rules and regulations prescribed from
     time to time by the Commission.

                                 ARTICLE EIGHT

         Consolidation, Merger, Conveyance, Transfer or Lease

Section 801.      Company May Consolidate, Etc., Only on Certain Terms.

         The Company shall not consolidate with or merge into any other Person
or convey, transfer or lease its properties and assets substantially as an
entirety to any Person, and the Company shall not permit any Person to
consolidate with or merge into the Company or convey, transfer or lease its
properties and assets substantially as an entirety to the Company, unless:

         (1) in case the Company shall consolidate with or merge into another
     Person or convey, transfer or lease its properties and assets substantially
     as an entirety to any Person, the Person formed by such consolidation or
     into which the Company is merged or the Person which acquires by conveyance
     or transfer, or which


                                      -72-


     leases, the properties and assets of the Company substantially as an
     entirety shall be a corporation, partnership or trust organized and
     existing under the laws of the United States of America, any State thereof
     or the District of Columbia and shall expressly assume, by an indenture
     supplemental hereto, executed and delivered to the Trustee, in form
     satisfactory to the Trustee, the due and punctual payment of the principal
     of (and premium, if any) and interest on all the Securities and the
     performance of every covenant of this Indenture on the part of the Company
     to be performed or observed;

         (2) immediately after giving effect to such transaction and treating
     any indebtedness which becomes an obligation of the Company or a Subsidiary
     as a result of such transaction as having been incurred by the Company or
     such Subsidiary at the time of such transaction, no Event of Default, and
     no event which, after notice or lapse of time or both, would become an
     Event of Default, shall have happened and be continuing;

         (3) if, as a result of any such consolidation or merger or such
     conveyance, transfer or lease, properties or assets of the Company would
     become subject to a mortgage, pledge, lien, security interest or other
     encumbrance which would not be permitted by this Indenture, the Company or
     such successor corporation or Person, as the case may be, shall take such
     steps as shall be necessary effectively to secure the Securities equally
     and ratably with (or prior to) all indebtedness secured thereby; and

         (4) the Company has delivered to the Trustee an Officers' Certificate
     and an Opinion of Counsel, each stating that such consolidation, merger,
     conveyance, transfer or lease and, if a supplemental indenture is required
     in connection with such transaction, such supplemental indenture comply
     with this Article and that all


                                      -73-


     conditions precedent herein provided for relating to such transaction have
     been complied with.

Section 802.      Successor Person Substituted.

         Upon any consolidation by the Company with or merger by the Company
into any other Person or any conveyance, transfer or lease of the properties and
assets of the Company substantially as an entirety in accordance with Section
801, the successor Person formed by such consolidation or into which the Company
is merged or to which such conveyance, transfer or lease is made shall succeed
to, and be substituted for, and may exercise every right and power of, the
Company under this Indenture with the same effect as if such successor Person
had been named as the Company herein, and thereafter, except in the case of a
lease, the predecessor Person shall be relieved of all obligations and covenants
under this Indenture and the Securities.

                                  ARTICLE NINE

                             Supplemental Indentures

Section 901.      Supplemental Indentures Without Consent of Holders.

         Without the consent of any Holders, the Company, when authorized by a
Board Resolution, and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto, in form satisfactory to the
Trustee, for any of the following purposes:

         (1) to evidence the succession of another Person to the Company and the
     assumption by any such successor of the covenants of the Company herein and
     in the Securities; or

         (2) to add to the covenants of the Company for the benefit of the
     Holders of all or any series of Securities (and if such covenants are to be
     for the benefit of less than all series of Securities, stating that such
     covenants are expressly being included solely for the benefit of such
     series) or to surrender any right or power herein conferred upon the
     Company; or


                                      -74-


         (3) to add any additional Events of Default; or

         (4) to add to or change any of the provisions of this Indenture to such
     extent as shall be necessary to permit or facilitate the issuance of
     Securities in bearer form, registerable or not registerable as to
     principal, and with or without interest coupons, or to permit or facility
     the issuance of Securities in uncertificated form; or

         (5) to change or eliminate any of the provisions of this Indenture,
     provided that any such change or elimination shall become effective only
     when there is no Security Outstanding of any series created prior to the
     execution of such supplemental indenture which is entitled to the benefit
     of such provision; or

         (6) to establish the form or terms of Securities of any series as
     permitted by Sections 201 and 301; or

         (7) to evidence and provide for the acceptance of appointment hereunder
     by a successor Trustee with respect to the Securities of one or more series
     and to add to or change any of the provisions of this Indenture as shall be
     necessary to provide for or facilitate the administration of the trusts
     hereunder by more than one Trustee, pursuant to the requirements of Section
     611(b); or

         (8) to add to or change any of the provisions of this Indenture with
     respect to any Securities that by their terms may be converted into
     securities or other property other than Securities of the same series and
     of like tenor, in order to permit or facilitate the issuance, payment or
     conversion of such Securities; or

          (9) to qualify or maintain qualification of this Indenture under the
     Trust Indenture Act; or

         (10) to cure any ambiguity, to correct or supplement any provision
     herein which may be inconsistent with any other provision herein, or to
     make any other provisions with respect to matters or questions arising
     under this


                                      -75-


     Indenture, provided such action shall not adversely affect the interests of
     the Holders of Securities of any series in any material respect.

Section 902.      Supplemental Indentures with Consent of
                  Holders.

         With the consent of the Holders of a majority in principal amount of
the Outstanding Securities affected by such supplemental indenture voting
together as a single class, by Act of said Holders delivered to the Company and
the Trustee, the Company, when authorized by a Board Resolution, and the Trustee
may enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby,

         (1) change the Stated Maturity of the principal of, or any installment
     of principal of or interest on, any Security, or reduce the principal
     amount thereof or the rate of interest thereon or any premium payable upon
     the redemption thereof, or reduce the amount of the principal of an
     Original Issue Discount Security that would be due and payable upon a
     declaration of acceleration of the Maturity thereof pursuant to Section
     502, or change any Place of Payment where, or the coin or currency in
     which, any Security or any premium or the interest thereon is payable, or
     impair the right to institute suit for the enforcement of any such payment
     on or after the Stated Maturity thereof (or, in the case of redemption, on
     or after the Redemption Date), or

         (2) reduce the percentage in principal amount of the Outstanding
     Securities of any series, the consent of whose Holders is required for any
     such supplemental indenture, or the consent of whose Holders is required
     for any waiver (of compliance with certain provisions of this Indenture or
     certain defaults hereunder and


                                      -76-


     their consequences) provided for in this Indenture, or

         (3) modify any of the provisions of this Section, Section 513 or
     Section 1006, except to increase any such percentage or to provide that
     certain other provisions of this Indenture cannot be modified or waived
     without the consent of the Holder of each Outstanding Security affected
     thereby, provided, however, that this clause shall not be deemed to require
     the consent of any Holder with respect to changes in the references to "the
     Trustee" and concomitant changes in this Section and Section 1006, or the
     deletion of this proviso, in accordance with the requirements of Sections
     611(b) and 901(8).

A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

         The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Persons entitled to consent to any indenture
supplemental hereto. If a record date is fixed, the Holders on such record date,
or their duly designated proxies, and only such Persons, shall be entitled to
consent to such supplemental indenture, whether or not such Holders remain
Holders after such record date; provided, however, that unless such consent
shall have become effective by virtue of the requisite percentage having been
obtained prior to the date which is the ninetieth day after such record date,
any such consent previously given shall, automatically and without further
action by any Holder, be cancelled and of no further effect.

                  It shall not be necessary for any Act of Holders under this
Section to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such Act shall approve the substance thereof.


                                      -77-


Section 903.      Execution of Supplemental Indentures.

         In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, in
addition to the documents required by Section 102, an Opinion of Counsel stating
that the execution of such supplemental indenture is authorized or permitted by
this Indenture. The Trustee may, but shall not be obligated to, enter into any
such supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

Section 904.      Effect of Supplemental Indentures.

         Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

Section 905.      Conformity with Trust Indenture Act.

         Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as then in effect.

Section 906.      Reference in Securities to Supplemental
                  Indentures.

         Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities of any series so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series.


                                      -78-


                                  ARTICLE TEN

                                   Covenants

Section 1001.     Payment of Principal, Premium and Interest.

         The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of (and premium,
if any) and interest on the Securities of that series in accordance with the
terms of the Securities and this Indenture.

Section 1002.     Maintenance of Office or Agency.

         The Company will maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series may be presented
or surrendered for payment, where Securities of that series may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Company in respect of the Securities of that series and this Indenture
may be served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands.

         The Company may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in each Place of Payment for Securities of any series for such
purposes. The Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
office or agency.


                                      -79-


Section 1003.     Money for Securities Payments to Be Held in
                  Trust.

         If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it will, on or before each due date of the
principal of (and premium, if any) or interest on any of the Securities of that
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal (and premium, if any) or interest
so becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided and will promptly notify the Trustee of its
action or failure so to act.

         Whenever the Company shall have one or more Paying Agents for any
series of Securities, it will, on or before each due date of the principal of
(and premium, if any) or interest on any Securities of that series, deposit with
a Paying Agent a sum sufficient to pay the principal (and premium, if any) or
interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal, premium or interest, and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of its action
or failure so to act.

         The Company will cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent will:

         (1) hold all sums held by it for the payment of the principal of (and
     premium, if any) or interest on Securities of that series in trust for the
     benefit of the Persons entitled thereto until such sums shall be paid to
     such Persons or otherwise disposed of as herein provided;

         (2) give the Trustee notice of any default by the Company (or any other
     obligor upon the Securities of that series) in the making of any payment of
     principal (and premium, if any) or interest on the Securities of that
     series; and

         (3) at any time during the continuance of any such default, upon the
     written request of the


                                      -80-


     Trustee, forthwith pay to the Trustee all sums so held in trust by such
     Paying Agent.

         The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of (and premium, if
any) or interest on any Security of any series and remaining unclaimed for one
year after such principal (and premium, if any) or interest has become due and
payable shall be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease.

Section 1004.     Corporate Existence.

         Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence and all licenses and permits material to the normal conduct of its
business; provided, however, that the Company shall not be required


                                      -81-


to preserve any such right or franchise if the Board of Directors shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company and that the loss thereof is not disadvantageous in
any material respect to the Holders.

Section 1005.     Statement by Officers as to Default.

         The Company will deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company ending after the date hereof, an Officers'
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions and conditions of Sections 1001 to 1006, inclusive, and if the
Company shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge.

Section 1006.     Waiver of Certain Covenants.

         The Company may omit in any particular instance to comply with any
term, provision or condition set forth in Sections 1002 to 1005, inclusive, if
before the time for such compliance the Holders of a majority in principal
amount of the Outstanding Securities shall, by Act of such Holders, waive
compliance in such instance with such term, provision or condition. In the event
that there shall be included in this Indenture any covenant, other than a
covenant to pay principal, premium (if any) and interest, solely for the benefit
of one or more, but less than all, series of Securities, then, unless otherwise
expressly provided with respect to such covenant, the Company may similarly omit
in any particular instance to comply with any term, provision or condition of
such covenant if before the time of such compliance the holders of a majority in
principal amount of all Outstanding Securities entitled to the benefit of such
covenant, by Act of such Holders, acting together as a single class, waive
compliance in such instance with such term, provision or condition. No such
waiver contemplated by this Section 1006 shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such term, provision or condition shall remain in
full force and effect.


                                      -82-


         The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Persons entitled to waive any such term,
provision or condition. If a record date is fixed, the Holders on such record
date, or their duly designated proxies, and only such Persons, shall be entitled
to waive any such term, provision or condition hereunder, whether or not such
Holders remain Holders after such record date; provided, however, that unless
the Holders of at least a majority in principal amount of (i) the Outstanding
Securities or (ii) the Outstanding Securities of such series, as the case may
be, shall have waived such term, provision or condition prior to the date which
is 90 days after such record date, any such waiver previously given shall
automatically and without further action by any Holder be cancelled and of no
further effect.

                                 ARTICLE ELEVEN

                           Subordination of Securities

Section 1101.     Securities Subordinate to Senior
                  Indebtedness.

         The Company covenants and agrees, and each Holder of a Security, by his
acceptance thereof, likewise covenants and agrees, that, to the extent and in
the manner hereinafter set forth in this Article (subject to Article Four), the
payment of the principal of and interest on each and all of the Securities are
hereby expressly made subordinate and subject in right of payment to the prior
payment in full in cash of all Senior Indebtedness.

         This Article Eleven shall constitute a continuing offer to all persons
who become holders of, or continue to hold, Senior Indebtedness, and such
provisions are made for the benefit of the holders of Senior Indebtedness and
such holders are made obligees hereunder and any one or more of them may enforce
such provisions. Holders of Senior Indebtedness need not prove reliance on the
subordination provisions hereof.


                                      -83-


Section 1102.     Payment Over of Proceeds Upon Dissolution,
                  Etc.

         Upon any payment or distribution of assets of the Company to creditors
upon (a) any insolvency or bankruptcy case or proceeding, or any receivership,
liquidation, reorganization or other similar case or proceeding in connection
therewith, relative to the Company or to its assets, or (b) any liquidation,
dissolution or other winding up of the Company, whether voluntary or involuntary
and whether or not involving insolvency or bankruptcy, or (c) any assignment for
the benefit of creditors or any other marshalling of assets or liabilities of
the Company, then and in any such event specified in (a), (b) or (c) above (each
such event, if any, herein sometimes referred to as a "Proceeding");

         (1) the holders of Senior Indebtedness shall be entitled to receive
     payment in full in cash of all amounts due on or to become due on or in
     respect of all Senior Indebtedness, before the Holders of the Securities
     are entitled to receive any payment or distribution of any kind or
     character whether in cash, property or securities (including any payment or
     distribution which may be payable or deliverable to Holders of the
     Securities made in respect of any other Indebtedness of the Company
     subordinated to the payment of the Securities, such payment or distribution
     being hereinafter referred to as a "Junior Subordinated Payment"), on
     account of the principal of or interest on the Securities or on account of
     any purchase, redemption or other acquisition of Securities by the Company,
     any Subsidiary of the Company, the Trustee or any Paying Agent (all such
     payments, distributions, purchases, redemptions and acquisitions, whether
     or not in connection with a Proceeding, herein referred to, individually
     and collectively, as a "Securities Payment"); and

         (2) any payment or distribution of assets of the Company of any kind or
     character, whether in cash, property or securities, by set-off or
     otherwise, to which the Holders of the Securities or the Trustee would be
     entitled but for the


                                      -84-


     provisions of this Article (including, without limitation, any Junior
     Subordinated Payment) shall be paid by the liquidating trustee or agent or
     other Person making such payment or distribution, whether a trustee in
     bankruptcy, a receiver or liquidating trustee or otherwise, directly to the
     holders of Senior Indebtedness or their representative or representatives
     or to the trustee or trustees under any indenture under which any
     instruments evidencing any of such Senior Indebtedness may have been
     issued, ratably according to the aggregate amounts remaining unpaid on
     account of the Senior Indebtedness held or represented by each, to the
     extent necessary to make payment in full in cash of all Senior Indebtedness
     remaining unpaid, after giving effect to any concurrent payment to the
     holders of such Senior Indebtedness.

         In the event that, notwithstanding the foregoing provisions of this
Section, the Trustee or the Holder of any Security shall have received in
connection with any Proceeding any Securities Payment before all Senior
Indebtedness is paid in full or payment thereof provided for in cash, then and
in such event such Securities Payment shall be paid over or delivered forthwith
to the trustee in bankruptcy, receiver, liquidating trustee, custodian,
assignee, agent or other Person making payment or distribution of assets of the
Company for application to the payment of all Senior Indebtedness remaining
unpaid, to the extent necessary to pay all Senior Indebtedness in full in cash
after giving effect to any concurrent payment to or for the holders of Senior
Indebtedness.

         For purposes of this Article only, the words "any payment or
distribution of any kind or character, whether in cash, property or securities"
shall not be deemed to include a payment or distribution of stock or securities
of the Company provided for by a plan of reorganization or readjustment
authorized by an order or decree of a court of competent jurisdiction in a
reorganization proceeding under any applicable bankruptcy law or of any other
corporation provided for by such plan of reorganization or readjustment which
stock or securities are subordinated in right of payment to all then outstanding
Senior Indebtedness to substantially the same extent, or to a greater extent
than,


                                      -85-


the Securities are so subordinated as provided in this Article. The
consolidation of the Company with, or the merger of the Company into, another
Person or the liquidation or dissolution of the Company following the conveyance
or transfer of all or substantially all of its properties and assets as an
entirety to another Person upon the terms and conditions set forth in Article
Eight shall not be deemed a Proceeding for the purposes of this Section if the
Person formed by such consolidation or into which the Company is merged or the
Person which acquires by conveyance or transfer such properties and assets as an
entirety, as the case may be, shall, as a part of such consolidation, merger,
conveyance or transfer, comply with the conditions set forth in Article Eight.

Section 1103.     No Payment When Senior Indebtedness in Default.

         In the event that any Senior Payment Default (as defined below) shall
have occurred, then no Securities Payment shall be made, nor shall any property
of the Company or any Subsidiary of the Company be applied to the purchase,
acquisition, retirement or redemption of the Securities, unless and until such
Senior Payment Default shall have been cured or waived in writing or shall have
ceased to exist or all amounts then due and payable in respect of such Senior
Indebtedness (including amounts that have become and remain due by acceleration)
shall have been paid in full in cash. "Senior Payment Default" means any default
in the payment of principal of (or premium, if any) or interest on any Senior
Indebtedness when due, whether at the Stated Maturity of any such payment or by
declaration of acceleration, call for redemption, mandatory payment or
prepayment or otherwise.

         In the event that any Senior Nonmonetary Default (as defined below)
shall have occurred and be continuing, then, upon the receipt by the Company and
the Trustee of written notice of such Senior Nonmonetary Default from the holder
of such Senior Indebtedness (or the agent, trustee or representative thereof),
no Securities Payment shall be made, nor shall any property of the Company or
any Subsidiary of the Company be applied to the purchase, acquisition,
retirement or redemption of the Securities, during the period (the "Payment
Blockage Period") commencing on the date of such receipt of such written


                                      -86-


notice and ending (subject to any blockage of payments that may then or
thereafter be in effect as the result of any Senior Payment Default) on the
earlier of (i) the date on which the Senior Indebtedness to which such Senior
Nonmonetary Default relates is discharged or such Senior Nonmonetary Default
shall have been cured or waived in writing or shall have ceased to exist and any
acceleration of Senior Indebtedness to which such Senior Nonmonetary Default
relates shall have been rescinded or annulled or (ii) the 179th day after the
date of such receipt of such written notice. No more than one Payment Blockage
Period may be commenced with respect to the Securities during any period of 360
consecutive days and there shall be a period of at least 181 consecutive days in
each period of 360 consecutive days when no Payment Blockage Period is in
effect. Following the commencement of any Payment Blockage Period, the holders
of any Senior Indebtedness will be precluded from commencing a subsequent
Payment Blockage Period until the conditions set forth in the preceding sentence
are satisfied. For all purposes of this paragraph, no Senior Nonmonetary Default
that existed or was continuing on the date of commencement of any Payment
Blockage Period with respect to the Senior Indebtedness initiating such Payment
Blockage Period shall be, or be made, the basis for the commencement of a
subsequent Payment Blockage Period by holders of Senior Indebtedness or their
representatives unless such Senior Nonmonetary Default shall have been cured for
a period of not less than 90 consecutive days. "Senior Nonmonetary Default"
means the occurrence or existence and continuance of any default (other than a
Senior Payment Default) or any event which, after notice or lapse of time (or
both), would become an Event of Default (other than a Senior Payment Default),
under the terms of any instrument or agreement pursuant to which any Senior
Indebtedness is outstanding, permitting (after notice or lapse of time or both)
one or more holders of such Senior Indebtedness (or a trustee or agent on behalf
of the holders thereof) to declare such Senior Indebtedness due and payable
prior to the date on which it would otherwise become due and payable.

         In the event that, notwithstanding the foregoing, the Company shall
make any payment to the Trustee or the Holder of any Security prohibited by the
foregoing provisions of this Section, and if such fact shall, at or prior to the
time of such payment, have been made known to


                                      -87-


the Trustee or, as the case may be, such Holder, then and in such event such
payment shall be paid over and delivered forthwith to the Company.

         The provisions of this Section shall not apply to any Securities
Payment with respect to which Section 1102 hereof would be applicable.

Section 1104.     Payment Permitted If No Default.

         Nothing contained in this Article or elsewhere in this Indenture or in
any of the Securities shall prevent the Company, at any time except during the
pendency of any Proceeding referred to in Section 1102 hereof or under the
conditions described in Section 1103 hereof, from making Securities Payments.

Section 1105.     Subrogation to Rights of Holders of Senior Indebtedness.

         Subject to the payment in full in cash of all Senior Indebtedness, the
Holders of the Securities shall be subrogated (equally and ratably with the
holders of all indebtedness of the Company which by its express terms is
subordinated to indebtedness of the Company to substantially the same extent as
the Securities are subordinated and is entitled to like rights of subrogation)
to the rights of the holders of such Senior Indebtedness to receive payments and
distributions of cash, property and securities applicable to the Senior
Indebtedness until the principal of and interest on the Securities shall be paid
in full. For purposes of such subrogation, no payments or distributions to the
holders of the Senior Indebtedness of any cash, property or securities to which
the Holders of the Securities or the Trustee would be entitled except for the
provisions of this Article, and no payments over pursuant to the provisions of
this Article to the holders of Senior Indebtedness by Holders of the Securities
or the Trustee, shall, as among the Company, its creditors other than holders of
Senior Indebtedness and the Holders of the Securities, be deemed to be a payment
or distribution by the Company to or on account of the Senior Indebtedness.

Section 1106.     Provisions Solely to Define Relative Rights.

         The provisions of this Article are and are intended solely for the
purpose of defining the relative


                                      -88-


rights of the Holders on the one hand and the holders of Senior Indebtedness on
the other hand. Nothing contained in this Article or elsewhere in this Indenture
or in the Securities is intended to or shall (a) impair, as among the Company,
its creditors other than holders of Senior Indebtedness and the Holders of the
Securities, the obligation of the Company, which is absolute and unconditional
(and which, subject to the rights under this Article of the holders of Senior
Indebtedness, is intended to rank equally with all other general obligations of
the Company), to pay to the Holders of the Securities the principal of and
interest on the Securities as and when the same shall become due and payable in
accordance with their terms; or (b) affect the relative rights against the
Company of the Holders of the Securities and creditors of the Company other than
the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of
any Security from exercising all remedies otherwise permitted by applicable law
upon default under this Indenture, subject to the rights, if any, under this
Article of the holders of Senior Indebtedness to receive cash, property and
securities otherwise payable or deliverable to the Trustee or such Holder.

Section 1107.     Trustee to Effectuate Subordination.

         Each Holder of a Security by his acceptance thereof authorizes and
directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article and
appoints the Trustee his attorney-in-fact for any and all such purposes,
including, in the event of any dissolution, winding-up, liquidation or
reorganization of the Company whether in bankruptcy, insolvency, receivership
proceedings, or otherwise, the timely filing of a claim for the unpaid balance
of the Indebtedness of the Company owing to such Holder in the form required in
such proceedings and the causing of such claim to be approved. If the Trustee
does not file a proper claim at least 30 days before the expiration of the time
to file such claim, then the holders of the Senior Indebtedness and their
agents, trustees or other representatives are authorized to do so (but shall in
no event be liable for any failure to do so) for and on behalf of the Holders of
the Securities.


                                      -89-


Section 1108.     No Waiver of Subordination Provisions.

         No right of any present or future holder of any Senior Indebtedness to
enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company
or by any act or failure to act, in good faith, by any such holder, or by any
noncompliance by the Company with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof any such holder may have or be
otherwise charged with.

         Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Indebtedness may, at any time and from time to time,
without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the Holders of the Securities
and without impairing or releasing the subordination provided in this Article or
the obligations hereunder of the Holders of the Securities to the holders of
Senior Indebtedness, do any one or more of the following: (i) change the manner,
place or terms of payment or extend the time of payment of, or renew or alter,
Senior Indebtedness, or otherwise amend or supplement in any manner Senior
Indebtedness or any instrument evidencing the same or any agreement under which
Senior Indebtedness is outstanding; (ii) permit the Company to borrow, repay and
then reborrow any or all of the Senior Indebtedness; (iii) sell, exchange,
release or otherwise deal with any property pledged, mortgaged or otherwise
securing Senior Indebtedness; (iv) release any Person liable in any manner for
the collection of Senior Indebtedness; (v) exercise or refrain from exercising
any rights against the Company and any other Person; and (vi) apply any sums
received by them to Senior Indebtedness.

Section 1109.     Notice to Trustee.

         The Company shall give prompt written notice to the Trustee of any fact
known to the Company which would prohibit the making of any payment to or by the
Trustee in respect of the Securities. Notwithstanding the provisions of this
Article or any other provision of this Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts which would prohibit the
making of any payment to or by the Trustee in respect of the Securities, unless
and until a Responsible Officer of the


                                      -90-


Trustee shall have received written notice thereof from the Company, any holder
of Senior Indebtedness or from any trustee, fiduciary or agent therefor; and,
prior to the receipt of any such written notice, the Trustee, subject to the
provisions of Section 601 hereof, shall be entitled in all respects to assume
that no such facts exist; provided, however, that if the Trustee shall not have
received the notice provided for in this Section at least three Business Days
prior to the date upon which by the terms hereof any money may become payable
for any purpose (including, without limitation, the payment of the principal of
or interest on any Security), then, anything herein contained to the contrary
notwithstanding, but without limiting the rights and remedies of the holders of
Senior Indebtedness or any trustee, fiduciary or agent therefor, the Trustee
shall have full power and authority to receive such money and to apply the same
to the purpose for which such money was received and shall not be affected by
any notice to the contrary which may be received by it within two Business Days
prior to such date. Any notice required or permitted to be given to the Trustee
by a holder of Senior Indebtedness or by any agent, trustee or representative
thereof shall be in writing and shall be sufficient for every purpose hereunder
if in writing and either (i) sent via facsimile to the Trustee, the receipt of
which shall be confirmed via telephone, or (ii) mailed, first class postage
prepaid, or sent by overnight carrier, to the Trustee addressed to its Corporate
Trust Office or to any other address furnished in writing to such holder of
Senior Indebtedness by the Trustee.

         Subject to the provisions of Section 601 hereof, the Trustee shall be
entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Indebtedness (or a trustee,
fiduciary or agent therefor to establish that such notice has been given by a
holder of Senior Indebtedness or a trustee, fiduciary or agent therefor). In the
event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person as a holder of Senior
Indebtedness to participate in any payment or


                                      -91-


distribution pursuant to this Article, the Trustee may request such Person to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount
of Senior Indebtedness held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article, and if such evidence
is not furnished, the Trustee may defer any payment to such Person pending
judicial determination as to the right of such Person to receive such payment.

         Notwithstanding anything else contained herein, no notice, request or
other communication to or with the Trustee shall be deemed given unless received
by a Responsible Officer at the Corporate Trust Office.

Section 1110.     Reliance on Judicial Order or Certificate of Liquidating
                  Agent.

         Upon any payment or distribution of assets of the Company referred to
in this Article, the Trustee, subject to the provisions of Section 601 hereof,
and the Holders of the Securities shall be entitled to rely upon any order or
decree entered by any court of competent jurisdiction in which such Proceeding
is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee for the benefit of creditors, agent or other Person
making such payment or distribution, delivered to the Trustee or to the Holders
of Securities, for the purpose of ascertaining the Persons entitled to
participate in such payment or distribution, the holders of the Senior
Indebtedness and other Indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article, provided that the foregoing shall
apply only if such court has been apprised of the provisions of this Article.

Section 1111.     Trustee Not Fiduciary for Holders of Senior Indebtedness.

         The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness and shall not be liable to any such holders if it
shall in good faith mistakenly pay over or distribute to Holders of Securities
or to the Company or to any other Person cash, property or securities to which
any holders of Senior Indebtedness shall be entitled by virtue of this Article
or otherwise.



                                      -92-


 Section 1112.     Rights of Trustee as Holder of Senior Indebtedness;
                   Preservation of Trustee's Rights.

         The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article with respect to any Senior Indebtedness which
may at any time be held by it, to the same extent as any other holder of Senior
Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of
its rights as such holder.

         Nothing in this Article shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 607 hereof.

Section 1113.     Article Applicable to Paying Agents.

         In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting hereunder, the term "Trustee"
as used in this Article shall in such case (unless the context otherwise
requires) be construed as extending to and including such Paying Agent within
its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article in addition to or in place of the Trustee; provided,
however, that Section 1111 hereof shall not apply to the Company or any
Affiliate of the Company if it or such Affiliate acts as Paying Agent.

                                 ARTICLE TWELVE

                            Redemption of Securities

Section 1201.     Applicability of Article.

         Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 301 for Securities of any series)
in accordance with this Article.

Section 1202.     Election to Redeem; Notice to Trustee.

         The election of the Company to redeem any Securities shall be evidenced
by a Board Resolution. In case of any redemption at the election of the Company
of


                                      -93-


less than all the Securities of any series, the Company shall, at least 60 days
prior to the Redemption Date fixed by the Company (unless a shorter notice shall
be satisfactory to the Trustee), notify the Trustee of such Redemption Date and
of the principal amount of Securities of such series to be redeemed. In the case
of any redemption of Securities prior to the expiration of any restriction on
such redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction.

Section 1203.     Selection by Trustee of Securities to Be Redeemed.

         If less than all the Securities of any series are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of portions (equal to the minimum authorized denomination for
Securities of that series or any integral multiple thereof) of the principal
amount of Securities of such series of a denomination larger than the minimum
authorized denomination for Securities of that series.

         The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption and, in the case of any Securities selected
for partial redemption, the principal amount thereof to be redeemed.

         For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Securities redeemed or to be redeemed only in part, to the
portion of the principal amount of such Securities which has been or is to be
redeemed.

Section 1204.     Notice of Redemption.

         Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at his address appearing in
the Security Register.


                                      -94-


         All notices of redemption shall state:

         (1) the Redemption Date,

         (2) the Redemption Price,

         (3) if less than all the outstanding Securities of any series are to be
     redeemed, the identification (and, in the case of partial redemption, the
     principal amounts) of the particular Securities to be redeemed,

         (4) that on the Redemption Date the Redemption Price will become due
     and payable upon each such Security to be redeemed and, if applicable, that
     interest thereon will cease to accrue on and after said date,

         (5) the place or places where such Securities are to be surrendered for
     payment of the Redemption Price, and

         (6) that the redemption is for a sinking fund, if such is the case.

         Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company.

Section 1205.     Deposit of Redemption Price.

         On or prior to 10:00 a.m., New York City time, on any Redemption Date,
the Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) an amount of money sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment Date)
accrued interest on, all the Securities which are to be redeemed on that date.

Section 1206.     Securities Payable on Redemption Date.

         Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption


                                      -95-


Price and accrued interest) such Securities shall cease to bear interest. Upon
surrender of any such Security for redemption in accordance with said notice,
such Security shall be paid by the Company at the Redemption Price, together
with accrued interest to the Redemption Date; provided, however, that
installments of interest whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section
307.

         If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal (and premium, if any) shall,
until paid, bear interest from the Redemption Date at the rate prescribed
therefor in the Security.

Section 1207.     Securities Redeemed in Part.

         Any Security which is to be redeemed only in part shall be surrendered
at a Place of Payment therefor (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities of the same series and of like tenor, of
any authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.

                                ARTICLE THIRTEEN

                                 Sinking Funds

Section 1301.     Applicability of Article.

         The provisions of this Article shall be applicable to any sinking fund
for the retirement of


                                      -96-


Securities of a series except as otherwise specified as contemplated by Section
301 for Securities of such series.

         The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment", and any payment in excess of such minimum amount provided for by
the terms of Securities of any series is herein referred to as an "optional
sinking fund payment". If provided for by the terms of Securities of any series,
the cash amount of any sinking fund payment may be subject to reduction as
provided in Section 1302. Each sinking fund payment shall be applied to the
redemption of Securities of any series as provided for by the terms of
Securities of such series.

Section 1302.     Satisfaction of Sinking Fund Payments with Securities.

         The Company (1) may deliver Outstanding Securities of a series (other
than any previously called for redemption) and (2) may apply as a credit
Securities of a series which have been redeemed either at the election of the
Company pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of such series required to be made
pursuant to the terms of such Securities as provided for by the terms of such
series; provided that such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Securities for redemption through operation
of the sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

Section 1303.     Redemption of Securities for Sinking Fund.

         Not less than 90 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivering and crediting Securities of that series



                                      -97-


pursuant to Section 1302 and will also deliver to the Trustee any Securities to
be so delivered. Not less than 60 days before each such sinking fund payment
date the Trustee shall select the Securities to be redeemed upon such sinking
fund payment date in the manner specified in Section 1203 and cause notice of
the redemption thereof to be given in the name of and at the expense of the
Company in the manner provided in Section 1204. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in the
manner stated in Sections 1206 and 1207.

                                ARTICLE FOURTEEN

                       Defeasance and Covenant Defeasance

Section 1401.     Applicability of Article; Company's Option to Effect
                  Defeasance or Covenant Defeasance.

         If pursuant to Section 301 provision is made for either or both of (a)
defeasance of the Securities of a series under Section 1402 or (b) covenant
defeasance of the Securities of a series under Section 1403, then the provisions
of such Section or Sections, as the case may be, together with the other
provisions of this Article Fourteen, shall be applicable to the Securities of
such series, and the Company may at its option by Board Resolution, at any time,
with respect to the Securities of such series, elect to have either Section 1402
(if applicable) or Section 1403 (if applicable) be applied to the Outstanding
Securities of such series upon compliance with the conditions set forth below in
this Article Fourteen.

Section 1402.     Defeasance and Discharge.


         Upon the Company's exercise of the above option applicable to this
Section, the Company shall be deemed to have been discharged from its
obligations with respect to the Outstanding Securities of such series, and the
provisions of Article Eleven shall cease to be effective, on and after the date
the conditions precedent set forth below are satisfied (hereinafter,
"defeasance"). For this purpose, such defeasance means that the Company shall be
deemed to have paid and discharged the entire indebtedness represented by the
Outstanding Securities of such series


                                      -98-


and to have satisfied all its other obligations under such Securities and this
Indenture insofar as such Securities are concerned (and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging the
same), except for the following which shall survive until otherwise terminated
or discharged hereunder: (A) the rights of Holders of Outstanding Securities of
such series to receive, solely from the trust fund described in Section 1404 as
more fully set forth in such Section, payments of the principal of (and premium,
if any) and interest on such Securities when such payments are due, (B) the
Company's obligations with respect to such Securities under Sections 304, 305,
306, 1002 and 1003 and such obligations as shall be ancillary thereto, (C) the
rights, powers, trusts, duties, immunities and other provisions in respect of
the Trustee hereunder and (D) this Article Fourteen. Subject to compliance with
this Article Fourteen, the Company may exercise its option under this Section
1402 notwithstanding the prior exercise of its option under Section 1403 with
respect to the Securities of such series. Following a defeasance, payment of the
Securities of such series may not be accelerated because of an Event of Default.

Section 1403.     Covenant Defeasance.

         Upon the Company's exercise of the above option applicable to this
Section, the Company shall be released from its obligations under (i) the
occurrence of an event specified in Section 501(4) shall not be deemed an Event
of Default,(ii) the provisions of Article Eleven shall cease to be effective and
(iii) any other section, clause or provision applicable to such Securities that
are determined pursuant to Section 301 to be subject to this provision with
respect to the Outstanding Securities of such series on and after the date the
conditions precedent set forth below are satisfied (hereinafter, "covenant
defeasance"). For this purpose, such covenant defeasance means that, with
respect to the Outstanding Securities of such series, the Company may omit to
comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such Section, Clause or Article whether directly or
indirectly by reason of any reference elsewhere herein to any such Section,
Clause or Article or by reason of any reference in any such Section, Clause or
Article to any other provision herein or in any other document, but the
remainder of this Indenture and such Securities shall be



                                      -99-


unaffected thereby. Following a covenant defeasance, payment of the Securities
of such series may not be accelerated because of or by reference to the Sections
specified above in this Section 1403.

Section 1404.     Conditions to Defeasance or Covenant
                  Defeasance.

         The following shall be the conditions precedent to application of
either Section 1402 or Section 1403 to the Outstanding Securities of such
series:

         (1) the Company shall irrevocably have deposited or caused to be
     deposited with the Trustee (or another trustee satisfying the requirements
     of Section 609 who shall agree to comply with the provisions of this
     Article Fourteen applicable to it) as trust funds in trust for the purpose
     of making the following payments, specifically pledged as security for, and
     dedicated solely to, the benefit of the Holders of such Securities, (A)
     money in an amount, or (B) U.S. Government Obligations which through the
     scheduled payment of principal and interest in respect thereof in
     accordance with their terms will provide, not later than one day before the
     due date of any payment, money in an amount, or (C) a combination thereof,
     sufficient, without reinvestment, in the opinion of a nationally recognized
     firm of independent public accountants expressed in a written certification
     thereof delivered to the Trustee, to pay and discharge, and which shall be
     applied by the Trustee (or other qualifying trustee) to pay and discharge,
     (i) the principal of (and premium, if any) and interest on the Outstanding
     Securities of such series to maturity or redemption, as the case may be,
     and (ii) any mandatory sinking fund payments or analogous payments
     applicable to the Outstanding Securities of such series on the due dates
     thereof. Before such a deposit the Company may make arrangements
     satisfactory to the Trustee for the redemption of Securities at a future
     date or dates in accordance with Article Eleven, which shall be given
     effect in applying the foregoing. For this purpose, "U.S. Government
     Obligations"


                                     -100-


     means securities that are (x) direct obligations of the United States of
     America for the payment of which its full faith and credit is pledged or
     (y) obligations of a Person controlled or supervised by and acting as an
     agency or instrumentality of the United States of America the payment of
     which is unconditionally guaranteed as a full faith and credit obligation
     by the United States of America, which, in either case, are not callable or
     redeemable at the option of the issuer thereof, and shall also include a
     depository receipt issued by a bank (as defined in Section 3(a)(2) of the
     Securities Act of 1933, as amended) as custodian with respect to any such
     U.S. Government Obligation or a specific payment of principal of or
     interest on any such U.S. Government Obligation held by such custodian for
     the account of the holder of such depository receipt, provided that (except
     as required by law) such custodian is not authorized to make any deduction
     from the amount payable to the holder of such depository receipt from any
     amount received by the custodian in respect of the U.S. Government
     Obligation or the specific payment of principal of or interest on the U.S.
     Government Obligation evidenced by such depository receipt.

         (2) No Event of Default or event which with notice or lapse of time or
     both would become an Event of Default with respect to the Securities of
     such series shall have occurred and be continuing (A) on the date of such
     deposit or (B) insofar as subsections 501(5) and (6) are concerned, at any
     time during the period ending on the 121st day after the date of such
     deposit or, if longer, ending on the day following the expiration of the
     longest preference period applicable to the Company in respect of such
     deposit (it being understood that the condition in this clause (B) is a
     condition subsequent and shall not be deemed satisfied until the expiration
     of such period).

         (3) Such defeasance or covenant defeasance shall not (A) cause the
     Trustee for the Securities of such series to have a conflicting


                                     -101-


     interest as defined in Section 608 or for purposes of the Trust Indenture
     Act with respect to any securities of the Company or (B) result in the
     trust arising from such deposit to constitute, unless it is qualified as, a
     regulated investment company under the Investment Company Act of 1940, as
     amended.

         (4) Such defeasance or covenant defeasance shall not result in a breach
     or violation of, or constitute a default under, this Indenture or any other
     agreement or instrument to which the Company is a party or by which it is
     bound.

         (5) In the case of an election under Section 1402, the Company shall
     have delivered to the Trustee an Opinion of Counsel stating that (x) the
     Company has received from, or there has been published by, the Internal
     Revenue Service a ruling, or (y) since the date of this Indenture there has
     been a change in the applicable Federal income tax law, in either case to
     the effect that, and based thereon such opinion shall confirm that, the
     Holders of the Outstanding Securities of such series will not recognize
     income, gain or loss for Federal income tax purposes as a result of such
     defeasance and will be subject to Federal income tax on the same amounts,
     in the same manner and at the same time as would have been the case if such
     defeasance had not occurred.

         (6) In the case of an election under Section 1403, the Company shall
     have delivered to the Trustee an Opinion of Counsel to the effect that the
     Holders of the Outstanding Securities of such series will not recognize
     income, gain or loss for Federal income tax purposes as a result of such
     covenant defeasance and will be subject to Federal income tax on the same
     amounts, in the same manner and at the same times as would have been the
     case if such covenant defeasance had not occurred.

         (7) Such defeasance or covenant defeasance shall be effected in
     compliance with any additional terms, conditions or limitations which


                                     -102-


     may be imposed on the Company in connection therewith pursuant to Section
     301.

         (8) No event or condition shall exist that, pursuant to the provisions
     of Article Eleven, would prevent the Company from making payments of the
     principal of (and any premium) or interest on the Securities of such series
     on the date of such deposit or at any time on or prior to the 90th day
     after the date of such deposit (it being understood that this condition
     shall not be deemed satisfied until after such 90th day).

         (9) The Company shall have delivered to the Trustee an Opinion of
     Counsel substantially to the effect that (i) the trust funds deposited
     pursuant to this Section will not be subject to any rights of holders of
     Senior Indebtedness, including those arising under Article Eleven, and (ii)
     after the 90th day following the deposit, the trust funds will not be
     subject to the effect of any applicable bankruptcy, insolvency,
     reorganization or similar laws affecting creditors' rights generally,
     except that if a court were to rule under any such law in any case or
     proceeding that the trust funds remained property of the Company, no
     opinion is given as to the effect of such laws on the trust funds except
     the following: (A) assuming such trust funds remained in the possession of
     the trustee with whom such funds were deposited prior to such court ruling
     to the extent not paid to Holders of such Securities, such trustee would
     hold, for the benefit of such Holders, a valid and perfected security
     interest in such trust funds that is not avoidable in bankruptcy or
     otherwise, (B) such Holders would be entitled to receive adequate
     protection of their interests in such trust funds if such trust funds were
     used and (C) no property, rights in property or other interests granted to
     such trustee for the Trustee or such Holders in exchange for or with
     respect to any such funds would be subject to any prior rights of holders
     of Senior Indebtedness, including those arising under Article Eleven.



                                     -103-


         (10) The Company shall have delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that all conditions
     precedent provided for relating to either the defeasance under Section 1402
     or the covenant defeasance under Section 1403 (as the case may be) have
     been complied with.

Section 1405.     Deposited Money and U.S. Government
                  Obligations to be Held in Trust; Other
                  Miscellaneous Provisions.

         Subject to the provisions of the last paragraph of Section 1003, all
money and U.S. Government Obligations (including the proceeds thereof) deposited
with the Trustee (or other qualifying trustee -- collectively, for purposes of
this Section 1405, the "Trustee") pursuant to Section 1404 in respect of the
Outstanding Securities of such series shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any Paying Agent (but not
including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities, of all sums due and to become due
thereon in respect of principal (and premium, if any) and interest, but such
money need not be segregated from other funds except to the extent required by
law. Money and U.S. Government Obligations (including the proceeds thereof) so
held in trust shall not be subject to the provisions of Article Eleven, provided
that the applicable conditions of Section 1404 have been satisfied.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the money or U.S. Government
Obligations deposited pursuant to Section 1404 or the principal and interest
received in respect thereof.

         Anything herein to the contrary notwithstanding, the Trustee shall
deliver or pay to the Company from time to time upon Company Request any money
or U.S. Government Obligations held by it as provided in Section 1404 which, in
the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required


                                     -104-


to be deposited to effect an equivalent defeasance or covenant defeasance.

Section 1406.     Reinstatement.

         If the Trustee or the Paying Agent is unable to apply any money in
accordance with Section 1402 or 1403 by reason of any order or judgment or any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the Company's obligations under the Securities of such
series shall be revived and reinstated as though no deposit had occurred
pursuant to this Article Fourteen until such time as the Trustee or Paying Agent
is permitted to apply all such money in accordance with Section 1402 or 1403;
provided, however, that if the Company makes any payment of principal of (and
premium, if any) any such Security following the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
such Securities to receive such payment from the money held by the Trustee or
the Paying Agent.




                                     -105-


         This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.





                                     -106-




         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, all as of the day and year first above written.

                                                    THE ST. PAUL COMPANIES, INC.


                                                    By _________________________
                                                    Name:
                                                    Title:




                                                    JPMORGAN CHASE BANK


                                                    By _________________________
                                                    Name:
                                                    Title:






                                     -107-




STATE OF MINNESOTA         )
                           )       ss.:
COUNTY OF RAMSEY           )




          On the __th day of _______, 200[ ], before me personally came [     ],
to me known, who, being by me duly sworn, did depose and say that he is a
[    ] of The St. Paul Companies, Inc., one of the corporations described in and
which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.

                                                     ---------------------





                                     -108-




STATE OF NEW YORK      )
                       )       ss.:
COUNTY OF NEW YORK     )



         On the __th day of __________, 200[ ], before me personally came [   ],
to me known, who, being by me duly sworn, did depose and say that he is a [Vice
President]of JPMorgan Chase Bank, one of the corporations described in and which
executed the foregoing instrument; that she knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation, and that she
signed her name thereto by like authority.

                                                            --------------------

                                     -109-

EX-4.3

                                                                     Exhibit 4.3
                                DEPOSIT AGREEMENT


         DEPOSIT AGREEMENT dated as of [   ], among The St. Paul Companies,
Inc., a Minnesota corporation, [   ], a [   ] corporation, and the holders from
time to time of the Receipts described herein.

         WHEREAS, it is desired to provide, as hereinafter set forth in this
Deposit Agreement, for the deposit of shares of [    ] preferred stock ($[    ]
liquidation preference) of The St. Paul Companies, Inc. with the Depositary for
the purposes set forth in this Deposit Agreement and for the issuance hereunder
of Receipts evidencing Depositary Shares in respect of the Stock so deposited;
and

         WHEREAS, the Receipts are to be substantially in the form of Exhibit A
hereto, with appropriate insertions, modifications and omissions, as hereinafter
provided in this Deposit Agreement;

         NOW, THEREFORE, in consideration of these premises, the parties hereto
agree as follows:

                                   ARTICLE I
                                   Definitions

         The following definitions shall for all purposes, unless otherwise
indicated, apply to the respective terms used in this Deposit Agreement:

         "Certificate" shall mean either the certificate of designation or the
statement of the Company filed with the Secretary of State of Minnesota
establishing the Stock as a series of [    ] preferred stock ($[   ] liquidation
preference) of the Company.

         "Company" shall mean The St. Paul Companies, Inc., a Minnesota
corporation, and its successors.

         "Deposit Agreement" shall mean this Deposit Agreement, as amended or
supplemented from time to time.

         "Depositary" shall mean [   ], a [   ] corporation, and any successor
as Depositary hereunder.

         "Depositary Shares" shall mean Depositary Shares, each representing
of a share of Stock and evidenced by a Receipt.

         "Depositary's Agent" shall mean an agent appointed by the Depositary
pursuant to Section 7.05.



         "Depositary's Office" shall mean the principal office of the Depositary
in [    ], at which at any particular time its depositary receipt business shall
be administered.

         ["DTC" shall mean The Depository Trust Company, or any successor
corporation thereto.]

         ["Global Receipt" shall refer to any global receipt issued hereunder
and deposited with or on behalf of DTC.]

         "Paying Agent" shall have the meaning specified in the Certificate.

         "Receipt" shall mean one of the Depositary Receipts issued hereunder,
whether in definitive or temporary form.

         "record holder" as applied to a Receipt shall mean the person in whose
name a Receipt is registered on the books of the Depositary maintained for such
purpose.

         "Registrar" shall mean any bank or trust company which shall be
appointed to register ownership and transfers of Receipts as herein provided.

         "Stock" shall mean shares of the Company's [   ] preferred stock
($[   ] liquidation preference).

                                   ARTICLE II
           Form of Receipts, Deposit of Stock, Execution and Delivery,
                 Transfer, Surrender and Redemption or Receipts

         SECTION 2.01. Form and Transfer of Receipts. Definitive Receipts shall
be type-written, word processed, engraved, printed or lithographed on
steel-engraved borders and shall be substantially in one of the forms set forth
in Exhibit A annexed to this Deposit Agreement, with appropriate insertions,
modifications and omissions, as hereinafter provided.

         Pending the preparation of definitive Receipts, the Depositary, upon
the written order of the Company delivered in compliance with Section 2.02,
shall execute and deliver temporary Receipts which shall be printed,
lithographed, typewritten, mimeographed or otherwise substantially of the tenor
of the definitive Receipts in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the
persons executing such Receipts may determine, as evidenced by their execution
of such Receipts. If temporary Receipts are issued, the Company and the
Depositary will cause definitive Receipts to be prepared without unreasonable
delay. After the preparation of definitive Receipts, the temporary Receipts
shall be exchangeable for definitive Receipts upon surrender of the temporary
Receipts at an office described in Section 2.02, without charge to the holder.
Upon surrender for cancellation of any one or more temporary Receipts, the
Depositary shall execute and deliver in exchange therefor definitive Receipts
representing the same number of




                                      -2-



Depositary Shares as represented by the surrendered temporary Receipt or
Receipts. Such exchange shall be made at the Company's expense and without any
charge therefor. Until so exchanged, the temporary Receipts shall in all
respects be entitled to the same benefits under this Agreement, and with respect
to the Stock, as definitive Receipts.

         Receipts shall be executed by the Depositary by the manual signature of
a duly authorized officer of the Depositary; provided, that such signature may
be a facsimile if a Registrar for the Receipts (other than the Depositary) shall
have been appointed and such Receipts are countersigned by manual signature of a
duly authorized officer of the Registrar. No Receipt shall be entitled to any
benefits under this Deposit Agreement or be valid or obligatory for any purpose
unless it shall have been executed manually by a duly authorized officer of the
Depositary or, if a Registrar for the Receipts (other than the Depositary) shall
have been appointed, by manual or facsimile signature of a duly authorized
officer of the Depositary and countersigned manually by a duly authorized
officer of such Registrar. The Depositary shall record on its books each Receipt
so signed and delivered as hereinafter provided.

         [The Company and Depositary shall have applied to DTC for acceptance of
the Depositary Shares in its book-entry settlement system. Depositary Shares
deposited with DTC shall be represented by one or more Global Receipts which
shall be registered in the name of Cede & Co., as nominee for DTC, and shall
bear the following legend:

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
         THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
         ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
         AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
         IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
         DTC ( AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
         IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
         PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
         IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
         INTEREST HEREIN.

         So long as the Depositary Shares are eligible for book-entry settlement
with DTC, unless otherwise required by law, all Depositary Shares shall be
evidenced by one or more Global Receipts registered in the name of a nominee of
DTC and no person acquiring beneficial ownership of such Depositary Shares shall
receive or be entitled to receive physical delivery of receipts. Ownership of
beneficial interests in such Global Receipt or Receipts shall be shown on, and
the transfer of such ownership shall be effected only through, records
maintained by (i) DTC or (ii) institutions that have accounts with DTC.




                                      -3-


         If, at any time when Depositary Shares are evidenced by a Global
Receipt, DTC ceases to make its book-entry settlement system available for such
Depositary Shares, the Company shall consult with the Depositary regarding
making other arrangements for book-entry settlement. Only in the event that it
is impracticable without undue effort or expense to continue to have such
Depositary Shares available in book-entry form, the Company shall instruct the
Depositary to issue separate Receipts to the owners of beneficial interests in
such Global Receipts, with such additions, deletions and modifications to this
Deposit Agreement and to the form of Receipts as the Company and Depositary may
, from time to time, agree (which may include requiring additional statements,
documents and certifications as a condition of issuing such Receipts.]

         [Receipts shall be in denominations of any number of whole Depositary
Shares up to but not in excess of [   ] Depositary Shares for any particular
Receipt.]

         Receipts may be endorsed with or have incorporated in the text thereof
such legends or recitals or changes not inconsistent with the provisions of this
Deposit Agreement as may be required by the Depositary or required to comply
with any applicable law or any regulation thereunder or with the rules and
regulations of any securities exchange upon which the Stock, the Depositary
Shares or the Receipts may be listed or to conform with any usage with respect
thereto, or to indicate any special limitations or restrictions to which any
particular Receipts are subject.

         Title to Depositary Shares evidenced by a Receipt which is properly
endorsed, or accompanied by a properly executed instrument of transfer, shall be
transferable by delivery with the same effect as in the case of a negotiable
instrument; provided, however, that until transfer of a Receipt shall be
registered on the books of the Depositary as provided in Section 2.04, the
Depositary may, notwithstanding any notice to the contrary, treat the record
holder thereof at such time as the absolute owner thereof for the purpose of
determining the person entitled to distributions of dividends or other
distributions or to any notice provided for in this Deposit Agreement and for
all other purposes.

         The Depositary shall not lend any Stock deposited hereunder.

         SECTION 2.02. Deposit of Stock; Execution and Delivery of Receipts in
Respect Thereof. Subject to the terms and conditions of this Deposit Agreement,
the Company or any holder of Stock may from time to time deposit shares of the
Stock under this Deposit Agreement by delivery to the Depositary of a
certificate or certificates for the Stock to be deposited, properly endorsed or
accompanied, if required by the Depositary, by a duly executed instrument of
transfer or endorsement, in form satisfactory to the Depositary, together with
all such certifications as may be required by the Depositary in accordance with
the provisions of this Deposit Agreement, and together with a written order of
the Company or such holder, as the case may be, directing the Depositary to
execute and deliver to, or upon the written order of, the person or persons



                                      -4-

stated in such order a [Global] Receipt or Receipts for the number of Depositary
Shares representing such deposited Stock.

         Deposited Stock shall be held by the Depositary at the Depositary's
Office or at such other place or places as the Depositary shall determine.

         Upon receipt by the Depositary of a certificate or certificates for
Stock deposited in accordance with the provisions of this Section, together with
the other documents required as above specified, and upon recordation of the
Stock on the books of the Company in the name of the Depositary or its nominee,
the Depositary, subject to the terms and conditions of this Deposit Agreement,
shall execute and deliver to, or upon the order of, the Exchange Agent a
[Global] Receipt or Receipts for the number of Depositary Shares representing
the Stock so deposited and registered in such name or names of the person or
persons as specified in the written order delivered to the Depositary referred
to in the first paragraph of this Section. The Depositary shall execute and
deliver such [Global] Receipt or Receipts at the Depositary's Office or such
other offices, if any, as the Depositary may designate. Delivery at other
offices shall be at the risk and expense of the person requesting such delivery.

         Other than in the case of splits, combinations or other
reclassifications affecting the Stock, or in the case of dividends or other
distributions of Stock, if any, or unless the Company provides written notice to
the Depositary as to a different number of shares of Stock, there shall be
deposited hereunder not more than [ ] shares of Stock.

         SECTION 2.03. Redemption of Stock. Whenever the Company shall elect to
redeem shares of Stock in accordance with the provisions of the Certificate, it
shall (unless otherwise agreed to in writing with the Depositary) give the
Depositary not less than 40 nor more than 70 days' notice of the date of such
proposed redemption of Stock, which notice shall be accompanied by a certificate
from the Company stating that such redemption of Stock is in accordance with the
provisions of the Certificate. Such notice, if given more than 60 days prior to
the redemption date, shall be in addition to the notice required to be given for
redemption pursuant to the Certificate. On the date of such redemption, provided
that the Company shall then have paid in full to the Depositary the redemption
price of the Stock to be redeemed, plus any accrued and unpaid dividends
thereon, the Depositary shall redeem the number of Depositary Shares
representing such Stock. The Depositary shall mail notice of such redemption and
the proposed simultaneous redemption of the number of Depositary Shares
representing the Stock to be redeemed, first-class postage prepaid, not less
than 30 and not more than 60 days prior to the date fixed for redemption of such
Stock and Depositary Shares (the "Redemption Date"), to the record holders of
the Receipts evidencing the Depositary Shares to be so redeemed, at the
addresses of such holders as they appear on the records of the Depositary; but
neither failure to mail any such notice to one or more such holders nor any
defect in any notice to one or more such holders shall affect the sufficiency of
the proceedings for redemption as to other holders. Each such notice shall
state: (i) the Redemption Date; (ii) the number of Depositary Shares to be
redeemed and, if less than



                                      -5-



all the Depositary Shares held by any such holder are to be redeemed, the number
of such Depositary Shares held by such holder to be so redeemed; (iii) the
redemption price; (iv) the place or places where Receipts evidencing Depositary
Shares are to be surrendered for payment of the redemption price; and (v) that
dividends in respect of the Stock represented by the Depositary Shares to be
redeemed will cease to accumulate on such Redemption Date. In case less than all
the outstanding Depositary Shares are to be redeemed, the Depositary Shares to
be so redeemed shall be selected by lot or pro rata as may be determined by the
Depositary or any other method which may be determined by the Depositary to be
equitable.

         Notice having been mailed by the Depositary as aforesaid, from and
after the earlier of (i) the time of deposit of funds, [pursuant to Paragraph
[ ] of the Certificate,] necessary for such redemption with the Paying Agent in
trust for the pro rata benefit of the holders of Stock represented by the
Depositary Shares called for redemption or (ii) the Redemption Date (unless the
Company shall have failed to redeem the shares of Stock to be redeemed by it as
set forth in the Company's notice provided for in the preceding paragraph) all
dividends in respect of the shares of Stock so called for redemption shall cease
to accumulate, the Depositary Shares being redeemed from such proceeds shall be
deemed no longer to be outstanding, all rights of the holders of Receipts
evidencing such Depositary Shares (except the right to receive the Redemption
Price) shall, to the extent of such Depositary Shares, cease and terminate and,
upon surrender in accordance with such notice of the Receipts evidencing any
such Depositary Shares (properly endorsed or assigned for transfer, if the
Depositary shall so require), such Depositary Shares shall be redeemed by the
Depositary at a redemption price per Depositary Share equal to the fraction of a
share of Stock represented by one Depositary Share multiplied by the redemption
price per share paid in respect of the shares of Stock plus all money and other
property, if any, represented by such Depositary Shares, including all amounts
paid by the Company in respect of dividends which on the Redemption Date have
accumulated on the shares of Stock to be so redeemed and have not theretofore
been paid.

         If fewer than all the Depositary Shares evidenced by a Receipt are
called for redemption, the Depositary will deliver to the holder of such Receipt
upon its surrender to the Depositary, together with the redemption payment, a
new [Global] Receipt evidencing the Depositary Shares evidenced by such prior
Receipt and not called for redemption.

         Any funds that the Company deposits with the Depositary for any
Depositary Shares that the holders of a Receipt or Receipts fail to redeem will
be returned to the Company after a period of one year from the date the Company
deposited the funds.

         [Notwithstanding anything to the contrary herein, the Company may
purchase or acquire shares of Stock represented by the Depositary Shares
pursuant to a tender or exchange offer as set forth in Paragraph [ ] of the
Certificate; provided, however, that if some, but less than all, of the shares
of Stock represented by the Depositary Shares are to



                                      -6-




be purchased or otherwise acquired pursuant to such tender or exchange offer and
the number of shares of Stock represented by the Depositary Shares so tendered
exceeds the number of shares of Stock represented by the Depositary shares so to
be purchased or otherwise acquired by the Company, the Depositary Shares
representing Stock so tendered shall be purchased or otherwise acquired by the
Depositary, on behalf and upon the instructions of the Company, on a pro rata
basis (with adjustments to eliminate fractions) according to the number of such
Depositary Shares representing the Stock duly tendered by each holder so
tendering Depositary Shares representing Stock for such purchase or exchange.]

         SECTION 2.04. Registration of Transfer of Receipts. Subject to the
terms and conditions of this Deposit Agreement, the Depositary shall register on
its books from time to time transfers of Receipts upon any surrender thereof by
the holder in person or by duly authorized attorney, properly endorsed or
accompanied by a properly executed instrument of transfer. Thereupon the
Depositary shall execute a new Receipt or Receipts evidencing the same aggregate
number of Depositary Shares as those evidenced by the Receipt or Receipts
surrendered and deliver such new Receipt or Receipts to or upon the order of the
person entitled thereto.

         SECTION 2.05. Split-ups and Combinations of Receipts; Surrender of
Receipts and Withdrawal of Stock. Upon surrender of a Receipt or Receipts at the
Depositary's Office or at such other offices as it may designate for the purpose
of effecting a split-up or combination of such Receipt or Receipts, and subject
to the terms and conditions of this Deposit Agreement, the Depositary shall
execute and deliver a new Receipt or Receipts in the authorized denomination or
denominations requested, evidencing the aggregate number of Depositary Shares
evidenced by the Receipt or Receipts surrendered.

         Any holder of a Receipt or Receipts representing any number of whole
shares of Stock may (unless the related Depositary Shares have previously been
called for redemption) withdraw the Stock and all money and other property, if
any, represented thereby by surrendering such Receipt or Receipts, at the
Depositary's Office or at such other offices as the Depositary may designate for
such withdrawals. Thereafter, without unreasonable delay, the Depositary shall
deliver to such holder, or to the person or persons designated by such holder as
hereinafter provided, the number of whole shares of Stock and all money and
other property, if any, represented by the Receipt or Receipts so surrendered
for withdrawal, but holders of such whole shares of Stock will not thereafter be
entitled to deposit such Stock hereunder or to receive Depositary Shares
therefor.

         If a Receipt delivered by the holder to the Depositary in connection
with such withdrawal shall evidence a number of Depositary Shares in excess of
the number of Depositary Shares representing the number of whole shares of Stock
to be so withdrawn, the Depositary shall at the same time, in addition to such
number of whole shares of Stock and such money and other property, if any, to be
so withdrawn, deliver to such holder, or (subject to Section 2.03) upon his
order, a new Receipt evidencing such excess




                                      -7-



number of Depositary Shares. Delivery of the Stock and money and other property
being withdrawn may be made by the delivery of such certificates, documents of
title and other instruments as the Depositary may deem appropriate.

         If the Stock and the money and other property being withdrawn are to be
delivered to a person or persons other than the record holder of the Receipt or
Receipts being surrendered for withdrawal of Stock, such holder shall execute
and deliver to the Depositary a written order so directing the Depositary and
the Depositary may require that the Receipt or Receipts surrendered by such
holder for withdrawal of such shares of Stock be properly endorsed in blank or
accompanied by a properly executed instrument of transfer in blank.

         Delivery of the Stock and the money and other property, if any,
represented by Receipts surrendered for withdrawal shall be made by the
Depositary at the Depositary's Office, except that, at the request, risk and
expense of the holder surrendering such Receipt or Receipts and for the account
of the holder thereof, such delivery may be made at such other place as may be
designated by such holder.

         SECTION 2.06. Limitations on Execution and Delivery, Transfer,
Surrender and Exchange of Receipts. As a condition precedent to the execution
and delivery, registration of transfer, split-up, combination, surrender or
exchange of any Receipt, the Depositary, any of the Depositary's Agents or the
Company may require payment to it of a sum sufficient for the payment (or, in
the event that the Depositary or the Company shall have made such payment, the
reimbursement to it) of any charges or expenses payable by the holder of a
Receipt pursuant to Section 5.07, may require the production of evidence
satisfactory to it as to the identity and genuineness of any signature and may
also require compliance with such regulations, if any, as the Depositary or the
Company may establish consistent with the provisions of this Deposit Agreement.

         The deposit of Stock may be refused, the delivery of Receipts against
Stock may be suspended, the registration of transfer of Receipts may be refused
and the registration of transfer, surrender or exchange of outstanding Receipts
may be suspended (i) during any period when the register of stockholders of the
Company is closed or (ii) if any such action is deemed necessary or advisable by
the Depositary, any of the Depositary's Agents or the Company at any time or
from time to time because of any requirement of law or of any government or
governmental body or commission or under any provision of this Deposit
Agreement.

         SECTION 2.07. Lost Receipts etc. In case any Receipt shall be
mutilated, destroyed, lost or stolen, the Depositary in its discretion may
execute and deliver a Receipt of like form and tenor in exchange and
substitution for such mutilated Receipt, or in lieu of and in substitution for
such destroyed, lost or stolen Receipt, upon (i) the filing by the holder
thereof with the Depositary of evidence satisfactory to the Depositary of such
destruction or loss or theft of such Receipt, of the authenticity thereof and of
his or



                                      -8-



her ownership thereof and (ii) the furnishing of the Depositary with reasonable
indemnification satisfactory to it.

         SECTION 2.08. Cancellation and Destruction of Surrendered Receipts. All
Receipts surrendered to the Depositary or any Depositary's Agent shall be
canceled by the Depositary. Except as prohibited by applicable law or
regulation, the Depositary is authorized to destroy all Receipts so canceled.

                                  ARTICLE III
                         Certain Obligations of Holders
                           of Receipts and the Company

         SECTION 3.01. Filing Proofs, Certificates and Other Information. Any
holder of a Receipt may be required from time to time to file such proof of
residence, or other matters or other information, to execute such certificates
and to make such representations and warranties as the Depositary or the Company
may reasonably deem necessary or proper. The Depositary or the Company may
withhold the delivery, or delay the registration of transfer, redemption or
exchange, of any Receipt or the withdrawal of the Stock represented by the
Depositary Shares evidenced by any Receipt or the distribution of any dividend
or other distribution or the sale of any rights or of the proceeds thereof until
such proof or other information is filed or such certificates are executed or
such representations and warranties are made.

         SECTION 3.02. Payment of Taxes or Other Governmental Charges. Holders
of Receipts shall be obligated to make payments to the Depositary of certain
charges and expenses, as provided in Section 5.07. Registration of transfer of
any Receipt or any withdrawal of Stock and all money or other property, if any,
represented by the Depositary Shares evidenced by such Receipt may be refused
until any such payment due is made, and any dividends, interest payments or
other distributions may be withheld or any part of or all the Stock or other
property represented by the Depositary Shares evidenced by such Receipt and not
theretofore sold may be sold for the account of the holder thereof (after
attempting by reasonable means to notify such holder prior to such sale), and
such dividends, interest payments or other distributions or the proceeds of any
such sale may be applied to any payment of such charges or expenses, the holder
of such Receipt remaining liable for any deficiency.

         SECTION 3.03. Warranty as to Stock. The Company hereby represents and
warrants that the Stock, when issued, will be validly issued, fully paid and
nonassessable. Such representation and warranty shall survive the deposit of the
Stock and the issuance of Receipts.

                                   ARTICLE IV
                        The Deposited Securities; Notices

SECTION 4.01. Cash Distributions. Whenever the Depositary shall receive any cash
dividend or other cash distribution on Stock, the Depositary shall, subject to



                                      -9-




Sections 3.01 and 3.02, distribute to record holders of Receipts on the record
date fixed pursuant to Section 4.04 such amounts of such dividend or
distribution as are, as nearly as practicable, in proportion to the respective
numbers of Depositary Shares evidenced by the Receipts held by such holders;
provided, however, that in case the Company or the Depositary shall be required
to withhold and shall withhold from any cash dividend or other cash distribution
in respect of the Stock an amount on account of taxes or other governmental
charges, the amount made available for distribution or distributed in respect of
Depositary Shares shall be reduced accordingly. The Depositary shall distribute
or make available for distribution, as the case may be, only such amount,
however, as can be distributed without attributing to any holder of Depositary
Shares a fraction of one cent, and any balance not so distributable shall be
held by the Depositary (without liability for interest thereon) and shall be
added to and be treated as part of the next sum received by the Depositary for
distribution to record holders of Receipts then outstanding.

         SECTION 4.02. Distribution Other than Cash, Rights, Preferences or
Privileges. Whenever the Depositary shall receive any distribution other than
cash, rights, preferences or privileges upon Stock, the Depositary shall,
subject to Sections 3.01 and 3.02, distribute to record holders of Receipts on
the record date fixed pursuant to Section 4.04 such amounts of the securities or
property received by it as are, as nearly as practicable, in proportion to the
respective numbers of Depositary Shares evidenced by the Receipts held by such
holders, in any manner that the Depositary may deem equitable and practicable
for accomplishing such distribution. If in the opinion of the Depositary such
distribution cannot be made proportionately among such record holders, or if for
any other reason (including any requirement that the Company or the Depositary
withhold an amount on account of taxes) the Depositary deems, after consultation
with the Company, such distribution not to be feasible, the Depositary may, with
the approval of the Company, adopt such method as it deems equitable and
practicable for the purpose of effecting such distribution, including the sale
(at public or private sale) of the securities or property thus received, or any
part thereof, at such place or places and upon such terms as it may deem proper.
The net proceeds of any such sale shall, subject to Sections 3.01. and 3.02, be
distributed or made available for distribution, as the case may be, by the
Depositary to record holders of Receipts as provided by Section 4.01 in the case
of a distribution received in cash. The Company shall not make any distribution
of such securities unless the Company shall have provided an opinion of counsel
stating that such securities have been registered under the Securities Act of
1933 or do not need to be registered.

         SECTION 4.03. Subscription Rights, Preferences or Privileges. If the
Company shall at any time offer or cause to be offered to the persons in whose
names Stock is recorded on the books of the Company any rights, preferences or
privileges to subscribe for or to purchase any securities or any rights,
preferences or privileges of any other nature, such rights, preferences or
privileges shall in each such instance be made available by the Depositary to
the record holders of Receipts in such manner as the Depositary may determine,
either by the issue to such record holders of warrants



                                      -10-



representing such rights, preferences or privileges or by such other method as
may be approved by the Depositary in its discretion with the approval of the
Company; provided, however, that (i) if at the time of issue or offer of any
such rights, preferences or privileges the Depositary determines that it is not
lawful or (after consultation with the Company) not feasible to make such
rights, preferences or privileges available to holders of Receipts by the issue
of warrants or otherwise, or (ii) if and to the extent so instructed by holders
of Receipts who do not desire to exercise such rights, preferences or
privileges, then the Depositary, in its discretion (with the approval of the
Company, in any case where the Depositary has determined that it is not feasible
to make such rights, preferences or privileges available), may, if applicable
laws or the terms of such rights, preferences or privileges permit such
transfer, sell such rights, preferences or privileges at public or private sale,
at such place or places and upon such terms as it may deem proper. The net
proceeds of any such sale shall, subject to Sections 3.01 and 3.02, be
distributed by the Depositary to the record holders of Receipts entitled thereto
as provided by Section 4.01 in the case of a distribution received in cash. The
Company shall not make any distribution of any such rights, preferences or
privileges unless the Company shall have provided an opinion of counsel stating
that such rights, preferences or privileges have been registered under the
Securities Act of 1933 or do not need to be registered.

         If registration under the Securities Act of 1933 of the securities to
which any rights, preferences or privileges relate is required in order for
holders of Receipts to be offered or sold the securities to which such rights,
preferences or privileges relate, the Company agrees with the Depositary that it
will file promptly a registration statement pursuant to such Act with respect to
such rights, preferences or privileges and securities and use its commercially
reasonable best efforts and take all steps available to it to cause such
registration statement to become effective sufficiently in advance of the
expiration of such rights, preferences or privileges to enable such holders to
exercise such rights, preferences or privileges. In no event shall the
Depositary make available to the holders of Receipts any right, preference or
privilege to subscribe for or to purchase any securities unless and until such
registration statement shall have become effective, or unless the offering and
sale of such securities to such holders are exempt from registration under the
provisions of such Act.

         If any other action under the laws of any jurisdiction or any
governmental or administrative authorization, consent or permit is required in
order for such rights, preferences or privileges to be made available to holders
of Receipts, the Company agrees with the Depositary that the Company will use
its commercially reasonable best efforts to take such action or obtain such
authorization, consent or permit sufficiently in advance of the expiration of
such rights, preferences or privileges to enable such holders to exercise such
rights, preferences or privileges.

         SECTION 4.04. Notice of Dividends, etc.; Fixing of Record Date for
Holders of Receipts. Whenever any cash dividend or other cash distribution shall
become payable or any distribution other than cash shall be made, or if rights,
preferences or privileges shall at any time be offered, with respect to Stock,
or whenever the Depositary shall receive




                                      -11-




notice of any meeting at which holders of Stock are entitled to vote or of which
holders of Stock are entitled to notice, or whenever the Depositary and the
Company shall decide it is appropriate, the Depositary shall in each such
instance fix a record date (which shall be the same date as the record date
fixed by the Company with respect to the Stock) for the determination of the
holders of Receipts who shall be entitled to receive such dividend,
distribution, rights, preferences or privileges or the net proceeds of the sale
thereof, or to give instructions for the exercise of voting rights at any such
meeting, or who shall be entitled to notice of such meeting or for any other
appropriate reasons.

         SECTION 4.05. Voting Rights. Upon receipt of notice of any meeting at
which the holders of Stock are entitled to vote, the Depositary shall, as soon
as practicable thereafter, mail to the record holders of Receipts a notice which
shall contain (1) such information as is contained in such notice of meeting and
(ii) a statement that the holders may, subject to any applicable restrictions,
instruct the Depositary as to the exercise of the voting rights pertaining to
the amount of Stock represented by their respective Depositary Shares (including
an express indication that instructions may be given to the Depositary to give a
discretionary proxy to a person designated by the Company) and a brief statement
as to the manner in which such instructions may be given. Upon the written
request of the holders of Receipts on the relevant record date (which shall be
the same date as the record date for the Stock) the Depositary shall endeavor
insofar as practicable to vote or cause to be voted, in accordance with the
instructions set forth in such requests, the maximum number of whole shares of
Stock represented by the Depositary Shares evidenced by all Receipts as to which
any particular voting instructions are received. The Company hereby agrees to
take all action which may be deemed necessary by the Depositary in order to
enable the Depositary to vote such Stock or cause such Stock to be voted. If the
Depositary does not receive specific instructions from the holders of any
Receipts, the Depositary will vote all shares of the series held by it
proportionately with instructions received.

         SECTION 4.06. Changes Affecting Deposited Securities and
Reclassifications, Recapitalizations, etc. Upon any change in par or stated
value or liquidation preference, split-up, combination or any other
reclassification of the Stock, or upon any recapitalization, reorganization,
merger, amalgamation or consolidation affecting the Company or to which it is a
party, the Depositary may in its discretion with the approval of, and shall upon
the instructions of, the Company, and (in either case) in such manner as the
Depositary may deem equitable, (i) make such adjustments as are certified by the
Company in (x) the fraction of an interest represented by one Depositary Share
in one share of Stock and (y) the ratio of the redemption price per Depositary
Share to the redemption price of a share of Stock, in each case as may be
necessary fully to reflect the effects of such change in par or stated value or
liquidation preference, split-up, combination or other reclassification of
Stock, or of such recapitalization, reorganization, merger, amalgamation or
consolidation and (ii) treat any securities which shall be received by the
Depositary in exchange for or upon conversion of or in respect of the



                                      -12-




Stock as new deposited securities so received in exchange for or upon conversion
or in respect of such Stock. In any such case, the Depositary may in its
discretion, with the approval of the Company, execute and deliver additional
Receipts, or may call for the surrender of all outstanding Receipts to be
exchanged for new Receipts specifically describing such new deposited
securities. Anything to the contrary herein notwithstanding, holders of Receipts
shall have the right from and after the effective date of any such change in par
or stated value or liquidation preference, split-up, combination or other
reclassification of the Stock or any such recapitalization, reorganization,
merger, amalgamation or consolidation to surrender such Receipts to the
Depositary with instructions to convert, exchange or surrender the Stock
represented thereby only into or for, as the case may be, the kind and amount of
shares of stock and other securities and property and cash into which the Stock
represented by such Receipts might have been converted or for which such Stock
might have been exchanged or surrendered immediately prior to the effective date
of such transaction.

         SECTION 4.07. Inspection of Reports. The Depositary shall transmit to
the record holders of Receipts, at the addresses of such record holders as set
forth on the books of the Depositary, and shall make available for inspection by
holders of Receipts at the Depositary's Office, and at such other places as it
may from time to time deem advisable, any reports and communications received
from the Company which are received by the Depositary as the holder of Stock.

         SECTION 4.08. Lists of Receipt Holders. Promptly upon request from time
to time by the Company, the Depositary shall furnish to it a list, as of a
recent date, of the names, addresses and holdings of Depositary Shares of all
persons in whose names Receipts are registered on the books of the Depositary.

                                   ARTICLE V
             The Depositary, the Depositary's Agents, the Registrar
                                 and the Company

         SECTION 5.01. Maintenance of Offices, Agencies and Transfer Books by
the Depositary; Registrar. Upon execution of this Deposit Agreement, the
Depositary shall maintain at the Depositary's Office, facilities for the
execution and delivery, registration and registration of transfer, surrender and
exchange of Receipts, and at the offices of the Depositary's Agents, if any,
facilities for the delivery, registration of transfer, surrender and exchange of
Receipts, all in accordance with the provisions of this Deposit Agreement.

         The Depositary shall keep books at the Depositary's Office for the
registration and registration of transfer of Receipts, which books at all
reasonable times shall be open for inspection by the record holders of Receipts;
provided, that any such holder requesting to exercise such right shall certify
to the Depositary that such inspection shall be for a proper purpose reasonably
related to such person's interest as an owner of Depositary Shares evidenced by
the Receipts.




                                      -13-



         The Depositary may close such books, at any time or from time to time,
when deemed expedient by it in connection with the performance of its duties
hereunder.

         The Depositary may, with the approval of the Company, appoint a
Registrar for registration of the Receipts or the Depositary Shares evidenced
thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock
represented by such Depositary Shares shall be listed on the New York Stock
Exchange, the Depositary will appoint a Registrar (acceptable to the Company)
for registration of such receipts or Depositary Shares in accordance with any
requirements of such Exchange. Such Registrar (which may be the Depositary if so
permitted by the requirements of such Exchange) may be removed and a substitute
registrar appointed by the Depositary upon the request or with the approval of
the Company. If the Receipts, such Depositary Shares or such Stock are listed on
one or more other stock exchanges, the Depositary will, at the request of the
Company, arrange such facilities for the delivery, registration, registration of
transfer, surrender and exchange of such Receipts, such Depositary Shares or
such Stock as may be required by law or applicable stock exchange regulation.

         SECTION 5.02. Prevention of or Delay in Performance by the Depositary,
the Depositary's Agents, the Registrar or the Company. Neither the Depositary
nor any Depositary's Agent nor any Registrar nor the Company shall incur any
liability to any holder of any Receipt if by reason of any provision of any
present or future law, or regulation thereunder, of the United States of America
or of any other governmental authority or, in the case of the Depositary, the
Depositary's Agent or the Registrar, by reason of any provision, present or
future, of the Company's Restated Certificate of Incorporation (including the
Certificate) or by reason of any act of God or war or other circumstance beyond
the control of the relevant party, the Depositary, the Depositary's Agent, the
Registrar or the Company shall be prevented or forbidden from, or subjected to
any penalty on account of, doing or performing any act or thing which the terms
of this Deposit Agreement provide shall be done or performed; nor shall the
Depositary, any Depositary's Agent, any Registrar or the Company incur any
liability to any holder of a Receipt (i) by reason of any nonperformance or
delay, caused as aforesaid, in the performance of any act or thing which the
terms of this Deposit Agreement provide shall or may be done or performed, or
(ii) by reason of any exercise of, or failure to exercise, any discretion
provided for in this Deposit Agreement except, in case of any such exercise or
failure to exercise discretion not caused as aforesaid, if caused by the
negligence or willful misconduct of the party charged with such exercise or
failure to exercise.

         SECTION 5.03. Obligations of the Depositary, the Depositary's Agents,
the Registrar and the Company. Neither the Depositary nor any Depositary's Agent
nor any Registrar nor the Company assumes any obligation or shall be subject to
any liability under this Deposit Agreement to holders of Receipts other than for
its negligence or willful misconduct.




                                      -14-


         Neither the Depositary nor any Depositary's Agent nor any Registrar nor
the Company shall be under any obligation to appear in, prosecute or defend any
action, suit or other proceeding in respect of the Stock, the Depositary Shares
or the Receipts which in its opinion may involve it in expense or liability
unless indemnity satisfactory to it against all expense and liability be
furnished as often as may be required.

         Neither the Depositary nor any Depositary's Agent nor any Registrar nor
the Company shall be liable for any action or any failure to act by it in
reliance upon the written advice of legal counsel or accountants, or information
from any person presenting Stock for deposit, any holder of a Receipt or any
other person believed by it in good faith to be competent to give such
information. The Depositary, any Depositary's Agent, any Registrar and the
Company may each rely and shall each be protected in acting upon any written
notice, request, direction or other document believed by it to be genuine and to
have been signed or presented by the proper party or parties.

         The Depositary shall not be responsible for any failure to carry out
any instruction to vote any of the shares of Stock or for the manner or effect
of any such vote made, as long as any such action or non-action is in good
faith. The Depositary undertakes, and any Registrar shall be required to
undertake, to perform such duties and only such duties as are specifically set
forth in this Agreement, and no implied covenants or obligations shall be read
into this Agreement against the Depositary or any Registrar. The Depositary will
be liable to the Company for any liability which may arise out of acts performed
or omitted by the Depositary or the Depositary's Agents due to its or their
gross negligence or willful misconduct. The Depositary, the Depositary's Agents,
and any Registrar may own and deal in any class of securities of the Company and
its affiliates and in Receipts. The Depositary may also act as transfer agent or
registrar of any of the securities of the Company and its affiliates.

         SECTION 5.04. Resignation and Removal of the Depositary; Appointment of
Successor Depositary. The Depositary may at any time resign as Depositary
hereunder by notice of its election so to do delivered to the Company, such
resignation to take effect upon the appointment of a successor Depositary and
its acceptance of such appointment as hereinafter provided.

         The Depositary may at any time be removed by the Company by notice of
such removal delivered to the Depositary, such removal to take effect upon the
appointment of a successor Depositary and its acceptance of such appointment as
hereinafter provided.

         In case at any time the Depositary acting hereunder shall resign or be
removed, the Company shall, within 60 days after the delivery of the notice of
resignation or removal, as the case may be, appoint a successor Depositary,
which shall be a bank or trust company having its principal office in the United
States of America and having a combined capital and surplus of at least
$50,000,000. If no successor Depositary shall have been so appointed and have
accepted appointment within 60 days after delivery of such notice, the resigning
or removed Depositary may petition any court of competent




                                      -15-



jurisdiction for the appointment of a successor Depositary. Every successor
Depositary shall execute and deliver to its predecessor and to the Company an
instrument in writing accepting its appointment hereunder, and thereupon such
successor Depositary, without any further act or deed, shall become fully vested
with all the rights, powers, duties and obligations of its predecessor and for
all purposes shall be the Depositary under this Deposit Agreement, and such
predecessor, upon payment of all sums due it and on the written request of the
Company, shall execute and deliver an instrument transferring to such successor
all rights and powers of such predecessor hereunder, shall duly assign, transfer
and deliver all right, title and interest in the Stock and any moneys or
property held hereunder to such successor, and shall deliver to such successor a
list of the record holders of all outstanding Receipts. Any successor Depositary
shall promptly mail notice of its appointment to the record holders of Receipts.

         Any corporation into or with which the Depositary may be merged,
consolidated or converted shall be the successor of such Depositary without the
execution or filing of any document or any further act, and notice thereof shall
not be required hereunder. Such successor Depositary may authenticate the
Receipts in the name of the predecessor Depositary or in the name of the
successor Depositary.

         SECTION 5.05. Corporate Notices and Reports. The Company agrees that it
will transmit to the record holders of Receipts, in each case at the addresses
furnished to it pursuant to Section 4.08, all notices and reports (including
without limitation financial statements) required by law, by the rules of any
national securities exchange upon which the Stock, the Depositary Shares or the
Receipts are listed or by the Company's Restated Certificate of Incorporation
(including the Certificate) to be furnished by the Company to holders of Stock.
Such transmission will be at the Company' s expense.

         SECTION 5.06. Indemnification by the Company. The Company shall
indemnify the Depositary, any Depositary's Agent and any Registrar against, and
hold each of them harmless from, any loss, liability or expense (including the
costs and expenses of defending itself and reasonable counsel fees) which may
arise out of (a) acts performed or omitted in connection with this Deposit
Agreement and the Receipts (i) by the Depositary, any Registrar or any of their
respective agents (including any Depositary's Agent), except for any liability
arising out of negligence or bad faith on the respective parts of any such
person or persons, or (ii) by the Company or any of its agents, or (b) the
offer, sale or registration of the Receipts, the Depositary Shares or the Stock
pursuant to the provisions hereof. The obligations of the Company set forth in
this Section 5.06 shall survive any succession of any Depositary, Registrar or
Depositary' s Agent.

         SECTION 5.07. Charges and Expenses. The Company shall pay all transfer
and other taxes and governmental charges arising solely from the existence of
the depositary arrangements hereunder. The Company shall pay all charges of the
Depositary in connection with the initial deposit of the Stock and the initial
issuance of the Depositary Shares, redemption of the Stock at the option of the
Company and all




                                      -16-



withdrawals of shares of the Stock by owners of Depositary Shares. All other
transfer and other taxes and governmental charges shall be at the expense of
holders of Depositary Shares. If, at the request of a holder of Receipts, the
Depositary incurs charges or expenses for which it is not otherwise liable
hereunder, such holder will be liable for such charges and expenses. All other
charges and expenses of the Depositary and any Depositary's Agent hereunder and
of any Registrar (including, in each case, reasonable fees and expenses of
counsel) incident to the performance of their respective obligations hereunder
will be paid upon consultation and agreement between the Depositary and the
Company as to the amount and nature of such charges and expenses. The Depositary
shall present its statement for charges and expenses to the Company once every
three months or at such other intervals as the Company and the Depositary may
agree.

         SECTION 5.08. Tax Compliance. (a) The Depositary, on its own behalf and
on behalf of the Company will comply with all applicable certification,
information reporting and withholding (including "backup" withholding)
requirements imposed by applicable tax laws, regulations or administrative
practice with respect to (1) any payments made with respect to the Depositary
Shares or (ii) the issuance, delivery, holding, transfer, redemption or exercise
of rights under the Depositary Receipts or the Depositary Shares. Such
compliance shall include, without limitation, the preparation and timely filing
of required returns and the timely payment of all amounts required to be
withheld to the appropriate taxing authority or its designated agent.

              (b) The Depositary shall comply with any direction received from
the Company with respect to the application of such requirements to particular
payments or holders or in other particular circumstances, and may for purposes
of this Agreement rely on any such direction in accordance with the provisions
of Section 5.03 hereof.

              (c) The Depositary shall maintain all appropriate records
documenting compliance with such requirements, and shall make such records
available on request to the Company or to its authorized representatives.

                                   ARTICLE VI
                            Amendment and Termination

         SECTION 6.01. Amendment. The form of the Receipts and any provisions of
this Deposit Agreement may at any time and from time to time be amended by
agreement between the Company and the Depositary in any respect which they may
deem necessary or desirable; provided, however, that no such amendment (other
than any change in the fees of any Depositary, Registrar or Transfer Agent)
which shall materially and adversely alter the rights of the holders of Receipts
shall be effective unless such amendment shall have been approved by the holders
of Receipts evidencing at least a majority of the Depositary Shares then
outstanding. The Company will make no amendment that impairs the right of any
holders of Depositary Shares, as described above under Section 2.05, to receive
shares of Stock and any money or other property represented by




                                      -17-



those Depositary Shares, except in order to comply with applicable provisions of
applicable law. Every holder of an outstanding Receipt at the time any such
amendment becomes effective, or any transferee of such holder shall be deemed,
by continuing to hold such Receipt, or by reason of the acquisition thereof, to
consent and agree to such amendment and to be bound by the Deposit Agreement as
amended thereby.

         SECTION 6.02. Termination. This Deposit Agreement automatically
terminates if (i) all outstanding Depositary Shares have been redeemed or
converted or exchanged for any other securities into which they or the Stock are
convertible or exchangeable; (ii) each share of the Stock has been converted
into or exchanged for common stock; or (iii) a final distribution in respect of
the Stock has been made to the holders of Receipts in connection with any
liquidation, dissolution or winding-up of the Company.

         The Company may also terminate this Agreement at any time it wishes. If
it does so, the Depositary will give notice of termination to the record holders
not less than 30 days before the termination date. Once Receipts are surrendered
to the Depositary, it will send to each holder the number of whole or fractional
shares of the series of Stock underlying that holder's Receipts.

         Upon the termination of this Depositary Agreement, the Company shall be
discharged from all obligations under this Deposit Agreement except for its
obligations to the Depositary, any Depositary's Agent and any Registrar under
Sections 5.06 and 5.07.

                                  ARTICLE VII
                                  Miscellaneous

         SECTION 7.01. Counterparts. This Deposit Agreement may be executed in
any number of counterparts, and by each of the parties hereto on separate
counterparts, each of which counterparts, when so executed and delivered, shall
be deemed an original, but all such counterparts taken together shall constitute
one and the same instrument.

         SECTION 7.02. Exclusive Benefit of Parties. This Deposit Agreement is
for the exclusive benefit of the parties hereto, and their respective successors
hereunder, and shall not be deemed to give any legal or equitable right, remedy
or claim to any other person whatsoever.

         SECTION 7.03. Invalidity of Provisions. In case any one or more of the
provisions contained in this Deposit Agreement or in the Receipts should be or
become invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein or therein shall
in no way be affected, prejudiced or disturbed thereby.

         SECTION 7.04. Notices. Any and all notices it be given to the Company
hereunder or under the Receipts shall be in writing and shall be deemed to have
been duly given if personally delivered or sent by mail or telegram, telex or
telecopier confirmed by




                                      -18-

\

letter, addressed to the Company at [ ] to the attention of [ ], or at any other
address of which the Company shall have notified the Depositary in writing.

         Any and all notices to be given to the Depositary hereunder or under
the Receipts shall be in writing and shall be deemed to have been duly given if
personally delivered or sent by mail or by telegram, telex or telecopier
confirmed by letter, addressed to the Depositary at the Depositary's Office, at
[ ], or at any other address at which the Depositary shall have notified the
Company and the record holders of the Receipts in writing.

         Any and all notices to be given to any record holder of a Receipt
hereunder or under the Receipts shall be in writing and shall be deemed to have
been duly given if personally delivered or sent by mail or by telegram, telex or
telecopier confirmed by letter, addressed to such record holder at the address
of such record holder as it appears on the books of the Depositary, or if such
holder shall have filed with the Depositary a written request that notices
intended for such holder be mailed to some other address, at the address
designated in such request.

         Delivery of a notice sent by mail or by telegram, telex or telecopier
shall be deemed to be effected at the time when a duly addressed letter
containing the same (or a confirmation thereof in the case of a telegram, telex
or telecopier message) is deposited, postage prepaid, in a post office letter
box. The Depositary or the Company may, however, act upon any telegram, telex or
telecopier message received by it from the other or from any holder of a
Receipt, notwithstanding that such telegram, telex or telecopier message shall
not subsequently be confirmed by letter or as aforesaid.

         SECTION 7.05. Depositary's Agents. The Depositary may from time to time
appoint Depositary's Agents to act in any respect for the Depositary for the
purposes of this Deposit Agreement and may at any time appoint additional
Depositary's Agents and vary or terminate the appointment of such Depositary's
Agents. The Depositary will notify the Company of any such action.

         SECTION 7.06. Holders of Receipts Are Parties. The holders of Receipts
from time to time shall be parties to this Deposit Agreement and shall be bound
by all of the terms and conditions hereof and of the Receipts by acceptance of
delivery thereof.

         SECTION 7.07. Governing Law. This Deposit Agreement and the Receipts
and all rights hereunder and thereunder and provisions hereof and thereof shall
be governed by, and construed in accordance with, the laws of the State of New
York.

         SECTION 7.08. Inspection of Deposit Agreement. Copies of this Deposit
Agreement shall be filed with the Depositary and the Depositary's Agents and
shall be open to inspection during business hours at the Depositary's Office and
the respective offices of the Depositary's Agents, if any, by any holder of a
Receipt.




                                      -19-




         SECTION 7.09. Headings. The headings of articles and sections in this
Deposit Agreement and in the form of the Receipt set forth in Exhibit A hereto
have been inserted for convenience only and are not to be regarded as a part of
this Deposit Agreement or the Receipts or to have any bearing upon the meaning
or interpretation of any provision contained herein or in the Receipts.




                                      -20-

         IN WITNESS WHEREOF, the Company and the Depositary have duly executed
this Agreement as of the day and year first above set forth, and all holders of
Receipts shall become parties hereto by and upon acceptance by them of delivery
of Receipts issued in accordance with the terms hereof.

                                       THE ST. PAUL COMPANIES, INC.


Attested by:                           By:


- ---------------------------------      ----------------------------------




Attested by:                           By:


- ---------------------------------      ----------------------------------






                                      -21-


                                                                       Exhibit A

                            [FORM OF FACE OF RECEIPT]

                                                        NUMBER DEPOSITARY SHARES

                     CERTIFICATE FOR [ ] DEPOSITARY SHARES

TDR

             DEPOSITARY RECEIPT FOR DEPOSITARY SHARES, REPRESENTING
              [ ] PREFERRED STOCK ($ [ ] LIQUIDATION PREFERENCE) OF
                          THE ST. PAUL COMPANIES, INC.
              INCORPORATED UNDER THE LAWS OF THE STATE OF MINNESOTA

                        SEE REVERSE FOR CERTAIN DEFINITIONS            CUSIP [ ]


    , as Depositary (the "Depositary"), hereby certifies that [ ] is the
registered owner of DEPOSITARY SHARES ("Depositary Shares"), each Depositary
Share representing share of [ ] preferred stock ($ [ ] liquidation preference)
(the "Stock"), of The St. Paul Companies, Inc., a Minnesota corporation (the
"Corporation"), on deposit with the Depositary, subject to the terms and
entitled to the benefits of the Deposit Agreement dated as of [ ], (the
"Deposit Agreement"), between the Corporation and the Depositary. By accepting
this Depositary Receipt the holder hereof becomes a party to and agrees to be
bound by all the terms and conditions of the Deposit Agreement. This Depositary
Receipt shall not be valid or obligatory for any purpose or entitled to any
benefits under the Deposit Agreement unless it shall have been executed by the
Depositary by the manual signature of a duly authorized officer or, if executed
in facsimile by the Depositary, countersigned by a Registrar in respect of the
Depositary Receipts by the manual signature of a duly authorized officer
thereof.

Dated: [ ]                             Countersigned: [ ]

[ ]                                    [ ]

Depositary                             Registrar
By                                     By


- ---------------------------------      ------------------------------------
Authorized Officer                     Authorized Officer


                                       [ ]

                                       Transfer Agent
                                       By


                                       ------------------------------------
                                       Authorized Officer












                        [FORM OF FACE OF GLOBAL RECEIPT]

                                                    NUMBER DEPOSITARY SHARES [ ]

                     CERTIFICATE FOR [ ] DEPOSITARY SHARES

TDR

         GLOBAL DEPOSITARY RECEIPT FOR DEPOSITARY SHARES, REPRESENTING
             [ ] PREFERRED STOCK ($ [ ] LIQUIDATION PREFERENCE) OF
                          THE ST. PAUL COMPANIES, INC.
              INCORPORATED UNDER THE LAWS OF THE STATE OF MINNESOTA

                        SEE REVERSE FOR CERTAIN DEFINITIONS           CUSIP [ ]


[ ] , as Depositary (the "Depositary"), hereby certifies that [Cede & Co.] is
the registered owner of DEPOSITARY SHARES ("Depositary Shares"), each Depositary
Share representing [ ] share of [ ] preferred stock ($ [ ] liquidation
preference) (the "Stock"), of The St. Paul Companies, Inc., a Minnesota
corporation (the "Corporation"), on deposit with the Depositary, subject to the
terms and entitled to the benefits of the Deposit Agreement dated as of [ ],
(the "Deposit Agreement"), between the Corporation and the Depositary. By
accepting this Depositary Receipt the holder hereof becomes a party to and
agrees to be bound by all the terms and conditions of the Deposit Agreement.
This Depositary Receipt shall not be valid or obligatory for any purpose or
entitled to any benefits under the Deposit Agreement unless it shall have been
executed by the Depositary by the manual signature of a duly authorized officer
or, if executed in facsimile by the Depositary, countersigned by a Registrar in
respect of the Depositary Receipts by the manual signature of a duly authorized
officer thereof.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


Dated: [ ]                             Countersigned: [ ]

[ ]                                    [ ]

Depositary                             Registrar
By                                     By


- ---------------------------------      ------------------------------------
Authorized Officer                     Authorized Officer

                                       [ ]

                                       Transfer Agent
                                       By


                                       ------------------------------------
                                       Authorized Officer




                     [FORM OF REVERSE OF [GLOBAL] RECEIPT]

                          The St. Paul Companies, Inc.


THE ST. PAUL COMPANIES, INC. WILL FURNISH WITHOUT CHARGE TO EACH RECEIPTHOLDER
WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A STATEMENT OR SUMMARY OF
THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR
OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF WHICH THE
CORPORATION IS AUTHORIZED TO ISSUE AND OF THE QUALIFICATIONS, LIMITATIONS OR
RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. ANY SUCH REQUEST IS TO BE
ADDRESSED TO THE TRANSFER AGENT NAMED ON THE FACE OF THIS RECEIPT.

The following abbreviations when used in the inscription on the face of this
receipt shall be construed as though they were written out in full according to
applicable laws or regulations.

TEN COM - as tenants in common

UNIF GIFT MIN ACT -                  Custodian
                    ----------------           -------------
                         (Cust)                   (Minor)

TEN ENT - as tenants by the entireties

Under Uniform Gifts to Minors Act

JT TEN - as joint tenants with right of supervisorship and not as tenants in
common


- -------------------------------
         (State)

Additional abbreviations may also be used though not in the above list.

For value received, [  ] hereby sells, assigns and transfers unto [   ]

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE ASSIGNEE






[    ] Depositary Shares represented by the within Receipt, and do hereby
irrevocably constitute and appoint Attorney to transfer the said Depositary
Shares on the books of the within-named Depositary with full power of
substitution in the premises


Dated [          ]

NOTICE: The signature to the assignment must correspond with the name as written
upon the face of this Receipt in every particular, without alteration or
enlargement or any change whatever.

EX-4.9

                                                                     Exhibit 4.9


                                WARRANT AGREEMENT

         WARRANT AGREEMENT, dated as of [ ], among The St. Paul Companies, Inc.
(the "Company") and [ ], as warrant agent (the "Warrant Agent").

         WHEREAS, on [   ] the Company filed with the SEC a "shelf" registration
statement on Form S-3. Under this registration statement the Company is
authorized, inter alia, to issue, from time to time, warrants to purchase senior
debt securities, subordinated debt securities, preferred stock, common stock,
depositary shares or any combination of these securities. On [ ], the Company
resolved to issue warrants to purchase [indicate type of securities] (the
"Warrants"). The term "[ ]" as used in this Agreement refers to the [ ]
[indicate type of securities] that the Company will issue and deliver upon
exercise of the Warrants in accordance with the terms and conditions set forth
in the warrant certificates evidencing the Warrants (the "Warrant
Certificates"), such Warrant Certificates to be substantially in the form of
Exhibit A hereto; and

         WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company, and the Warrant Agent is so willing to act, in connection with the
issuance, exchange, transfer, exercise and replacement of the Warrant
Certificates, and in this Agreement wishes to set forth, among other things, the
form and provisions of the Warrant Certificates (including the Global Warrant
Certificates) and the terms and conditions on which they may be issued,
exchanged, transferred, exercised and replaced.

         NOW, THEREFORE, in consideration of these premises and other good and
valuable consideration, the parties agree to their following respective
obligations and rights:

         1. Issuance of Warrants and Execution and Delivery of Warrant
Certificates. (a) All Warrant Certificates shall be in registered form, shall
contain such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Agreement and may have such
letters, numbers or other marks of identification or designation and such
legends or endorsements placed thereon as may, consistently herewith, be
determined by a duly authorized representative of the Company (each, an
"Authorized Person"), as evidenced conclusively by the execution of such Warrant
Certificates and as are not inconsistent with the provisions of this Agreement,
or as may be required to comply with any law or with any rule or regulation.

         (b) The Warrant Agent shall, upon receipt of the Warrant Certificates
duly executed on behalf of the Company, countersign one or more global warrant
certificates (the "Global Warrant Certificates") evidencing the Warrants and
shall, subject to paragraph (a) above, deliver such Global Warrant Certificates
to or upon the written order of the Company. Subsequent to such original
issuance of the Warrant Certificates, the Warrant Agent shall countersign
Warrant Certificates only if such Warrant Certificates are issued in exchange or
substitution for one or more previously countersigned Warrant Certificates, as
the case may be, or, in connection with their transfer, as hereinafter provided
or as provided in Section 6(a) or Section 18, but subject to the provisions of



Section 7. A Global Warrant Certificate shall be, and shall remain, subject to
the provisions of this Agreement until such time as all of the Warrants
evidenced thereby shall have been duly exercised or shall have expired or been
canceled in accordance with the terms thereof.

         No Warrant Certificate shall be valid for any purpose, and no Warrant
evidenced thereby shall be exercisable, until such Warrant Certificate has been
countersigned by the manual signature of the Warrant Agent. Such signature by
the Warrant Agent upon any Warrant Certificate executed by the Company shall be
conclusive evidence that such Warrant Certificate so countersigned has been duly
issued hereunder.

         (c) Each Warrant Certificate shall be signed on behalf of the Company
by an Authorized Person. Such signature may be the manual or facsimile signature
of such persons and may be imprinted or otherwise reproduced on the Warrant
Certificates.

         In case any Authorized Person who shall have signed any of the Warrant
Certificates either manually or by facsimile signature shall cease to be an
Authorized Person, before the Warrant Certificates shall have been countersigned
and delivered by the Warrant Agent, such Warrant Certificates may be
countersigned and delivered notwithstanding that a person who signed such
Warrant Certificate ceased to be such an Authorized Person, and any Warrant
Certificate may be signed on behalf of the Company by such persons as, at the
actual date of the execution of such Warrant Certificate, shall be Authorized
Persons, although at the date of the execution of this Agreement any such person
was not such an Authorized Person.

         The terms "holder", "Warrant holder" or "holder of a Warrant
Certificate" as used herein shall mean any person in whose name at the time any
Warrant Certificate shall be registered upon the books to be maintained by the
Warrant Agent for that purpose.

         2. Appointment of the Warrant Agent. The Company hereby appoints [ ] as
Warrant Agent of the Company in respect of the Warrants and Warrant
Certificates, upon the terms and subject to the conditions set forth herein and
in the Warrant Certificates, and [ ] hereby accepts such appointment. The
Warrant Agent shall have the powers and authority granted to and conferred upon
it herein and in the Warrant Certificates and such further powers and authority,
acceptable to it, to act on behalf of the Company as the Company may hereafter
grant to or confer upon it. All the terms and provisions with respect to such
powers and authority contained in the Warrant Certificates are subject to and
governed by the terms and provisions hereof. The Company agrees, for the benefit
of the holders from time to time of the Warrant Certificates, that there shall
at all times be a Warrant Agent hereunder until the Warrants expire.

         3. Exercise of Warrants. (a) Each Warrant entitles the registered owner
to exercise an option to purchase, at an exercise price of U.S. $[ ], U.S. $[ ]
of [ ] [indicate type of securities].




                                      -2-



         (b) The Warrants evidenced by a Warrant Certificate may be exercised in
whole or in part not earlier than [9:00 A.M., New York City time,] on [ ] and
[not later than 5:00 P.M., New York City time,] on [ ]. If a Warrant is not
exercised at or before [5:00 P.M., New York City time,] on [ ], it shall become
void, and all rights of the holder under Warrants and under this Agreement shall
cease. [No fewer than one Warrant may be exercised per Warrant Exercise Notice
(as defined below) and no fractional Warrants may be exercised.]

         (c) During the period specified in Section 3(b), a Warrant, if the
Warrant Certificate evidencing the same shall have been countersigned by the
Warrant Agent, may be exercised by the holder thereof by (i) providing written
notice of such election ("Warrant Exercise Notice") to exercise the Warrant to
the Warrant Agent at [ ], "Attention: The St. Paul Companies, Inc. Warrant
Exercise", or to such other address as shall be notified in accordance with the
immediately following paragraph, by hand or by facsimile, no later than [noon,
New York City time,] on [ ], which Warrant Exercise Notice shall be in the form
of an election to purchase [ ] [indicate type of securities] substantially in
the form set forth in Exhibit B hereto, properly completed and executed by the
holder; provided that such written notice may only be submitted by or through
persons that are direct participants in The Depository Trust Company ("DTC");
(ii) delivering, no later than [noon, New York City time,] on the Warrant
Exercise Date, such Warrants to the Warrant Agent by book-entry transfer
through the facilities of DTC or by delivering, no later than [noon, New York
City time,] on [ ], the Warrant Certificates evidencing such Warrants to the
Warrant Agent if Warrant Certificates in definitive form have been issued and
delivered pursuant to Section 7; and (iii) for each Warrant exercised, paying in
full, in lawful money of the United States of America, by bank wire transfer in
immediately available funds [add electronic payment details] no later than
[11:00 A.M., New York City time] on [ ] (the "Settlement Date"), the exercise
price of U.S. $[ ]. Any exercise of a Warrant pursuant to the terms of this
paragraph (c) shall be irrevocable and shall constitute a binding agreement
between the Warrant holder and the Company, enforceable in accordance with its
terms.

         (d) Not less than 20 days before the start of the period specified in
Section 3(b), the Warrant Agent shall notify DTC of (x) the Warrant Agent's
account at DTC to which the Warrants must be delivered on the Warrant Exercise
Date and (y) the address, phone number and facsimile number where holders of the
Warrants can contact the Warrant Agent to which Warrant Exercise Notices are to
be submitted.

         (e) Approximately two weeks before the start of the period specified in
Section 3(b), the Warrant Agent shall notify holders (through the clearing
system) of (1) the Warrant Agent's account at DTC to which holders must deliver
Warrants on the Warrant Exercise Date, (2) the Warrant exercise procedures of
DTC and (3) the address, telephone number and facsimile number where holders can
contact the Warrant Agent and to which holders must submit Warrant Exercise
Notices if they decide to exercise their Warrants. At such time, the Warrant
Agent shall also provide then holders with a




                                      -3-



Warrant Exercise Notice and the pertinent instructions as to how to exercise
their Warrants.

         (f) [Further, at any time until the start of the period specified in
Section 3(b), the Warrant Agent shall provide [ ] (the "Dealer Manager"), which
has been appointed by the Company as dealer manager to solicit holders of
Warrants to exercise the Warrants, such information regarding the registered
owners of the Warrants as the Dealer Manager may reasonably request and is
reasonably available to the Warrant Agent, including a list of all registered
owners of the Warrants known to the Warrant Agent.]

         (g) The Warrant Agent shall:

                   (i) examine all Warrant Exercise Notices and all other
             documents delivered to it by or on behalf of holders as
             contemplated by the Warrant Certificates to ascertain whether, on
             their face, such Warrant Exercise Notices and any such other
             documents have been executed and completed in accordance with their
             terms and the terms of the Warrant Certificates;

                   (ii) determine whether the exercising Warrant holder has
             delivered the related Warrants to the Warrant Agent's account at
             DTC. In each case where a Warrant Exercise Notice or other
             document appears on its face to have been improperly completed or
             executed or some other irregularity in connection with the exercise
             of the Warrants exists, the Warrant Agent will endeavor to inform
             the appropriate parties (including the person submitting such
             instrument) of the need for fulfillment of all requirements,
             specifying those requirements which appear to be unfulfilled.
             Except to the extent provided in the immediately preceding
             sentence, the Warrant Agent shall be under no duty to give notice
             to any person of any irregularities in Warrant Exercise Notices,
             delivery of Warrants or any other document completed or executed in
             connection therewith nor shall it incur any liability for failure
             to give such notice;

                   (iii) inform the Company of and cooperate with and assist the
             Company in resolving any reconciliation problems between Warrant
             Exercise Notices received and delivery of Warrants to the Warrant
             Agent's account;

                   (iv) advise the Company (i) no later than [noon, New York
             City time, on the first New York business day following the
             expiration of the period specified in Section 3(b),] of receipt of
             any Warrant Exercise Notices and the number of Warrants exercised
             in accordance with the terms and conditions of this Agreement, (ii)
             no later than [noon, New York City time, on the second New York
             business day, as applicable, following the expiration of the period
             specified in Section 3(b),] of the instructions




                                      -4-



                  with respect to delivery of the [ ] [indicate type of
                  securities] deliverable upon such exercise, subject to timely
                  receipt from DTC of the necessary information, and (iii) of
                  such other information as the Company shall reasonably
                  require;

                        (v) notify, by such time as necessary to ensure a prompt
                  closing, DTC, with a copy to the Company, each account at DTC
                  to be credited with [ ] [indicate type of securities] and the
                  amount thereof to be credited to each such account; and

                        (vi) subject to [ ] [indicate type of securities] being
                  made available to the Warrant Agent by or on behalf of the
                  Company for delivery to accounts within DTC, liaise with DTC
                  and endeavor to effect such delivery to the relevant accounts
                  at DTC in accordance with its requirements.

         (h) All questions as to the validity, form and sufficiency (including
time of receipt) of a Warrant exercise will be determined by the Company in its
sole discretion, which determination shall be final and binding. The Company
reserves the absolute right to reject any and all Warrant Exercise Notices not
in proper form or for which any corresponding agreement by the Company to
exchange would, in the opinion of the Company, be unlawful. Moreover, the
Company reserves the absolute right to waive any of the conditions to the
exercise of Warrants or defects in Warrant Exercise Notices with regard to any
particular exercise of Warrants. None of the Company and the Warrant Agent shall
be under any duty to give notice to the holders of the Warrants of any
irregularities in any exercise of Warrants, nor shall any of them incur any
liability for the failure to give such notice.

         (i) As soon as practicable after the exercise of any Warrant, but in no
event later than [9:00 A.M., New York City time,] on the Settlement Date, the
Company shall issue, or otherwise deliver, in authorized denominations to or
upon the order of the holder of the Warrant Certificates evidencing such
Warrants, by same-day credit to such holder's account at DTC or to the account
of a participant in DTC, in each case designated by such holder, or by the
direct participant in DTC, through which such holder is acting, in its Warrant
Exercise Notice, the [ ] [indicate type of securities] to which such holder is
entitled, in fully registered form, registered in such name or names as may be
directed by such holder or such participant.

         4. Rights of Holders. (a) No Warrant Certificate or Warrants evidenced
thereby shall entitle the holder thereof to any of the rights of a holder of the
[ ] [indicate type of securities].

         (b) Notwithstanding any of the provisions of this Agreement, any holder
of Warrants may, without the consent of the Warrant Agent, the holder of any [ ]
[indicate type of securities] or the holder of any other Warrants, on its own
behalf and on behalf of any beneficial owner for whom it is acting, enforce, and
may institute and maintain any




                                      -5-




suit, action or proceeding against the Company suitable to enforce, or may take
any other action in respect of, its right to exercise the Warrants evidenced by
its Warrant Certificate in the manner provided in such Warrant Certificate and
herein.

         5. Registration. The Warrant Agent shall keep, at its corporate trust
office, books in which, subject to such reasonable regulations as it may
prescribe, it shall register the Warrant Certificates and exchanges and
transfers of outstanding Warrant Certificates upon surrender of the Warrant
Certificates properly endorsed or accompanied by appropriate instruments of
registration of transfer and written instructions for transfer, all in form
satisfactory to the Company and the Warrant Agent. No service charge shall be
made for any exchange or registration of transfer of the Warrant Certificates,
but the Company may require payment of a sum sufficient to cover any stamp or
other tax or other governmental charge that may be imposed in connection with
any such exchange or registration of transfer.

         6. Exchange, Transfer, Replacement and Cancellation of Warrant
Certificates. (a) Subject to Section 7, upon surrender at the corporate trust
office of the Warrant Agent by hand, mail or book-entry delivery, the Warrant
Certificates evidencing Warrants may be exchanged for Warrant Certificates of
the same tenor and dollar amount evidencing such Warrants or the transfer
thereof may be registered in whole or in part provided that such other Warrant
Certificates evidence the same aggregate number of Warrants as the Warrant
Certificates so surrendered. Whenever a Warrant Certificate is so surrendered
for exchange or registration of transfer, an authorized officer of the Warrant
Agent shall manually countersign and deliver to the person or persons entitled
thereto a Warrant Certificate duly authorized and executed by the Company, as so
requested. The Warrant Agent shall not be required to effect any exchange or
registration of transfer which will result in the issuance of a Warrant
Certificate evidencing a fraction of a Warrant. The Warrant Certificate issued
upon any exchange or registration of transfer of a Warrant Certificate shall be
the legal, valid and binding obligations of the Company, evidencing the same
obligations and entitled to the same benefits under this Agreement, as the
Warrant Certificates surrendered for such exchange or registration of transfer.

         (b) Any Warrant Certificate surrendered for exchange, registration of
transfer or exercise of the Warrants evidenced thereby shall if surrendered to
the Company, be delivered to the Warrant Agent and all Warrant Certificates
surrendered or so delivered to the Warrant Agent shall be promptly canceled by
the Warrant Agent and shall not be reissued and, except as expressly permitted
by this Agreement, no Warrant Certificate shall be issued hereunder in exchange
or in lieu thereof. The Warrant Agent shall deliver to the Company from time to
time or otherwise dispose of the canceled Warrant Certificates in its customary
manner.

         (c) Upon receipt by the Warrant Agent of evidence reasonably
satisfactory to it of the ownership of and the loss, theft, destruction or
mutilation of any Warrant Certificate and of indemnity reasonably satisfactory
to it and, in the case of mutilation,



                                      -6-



upon surrender thereof to the Warrant Agent for cancellation, then, in the
absence of notice to the Company or a responsible corporate trust officer of the
Warrant Agent that such Warrant Certificate has been acquired by a bona fide
purchaser, the Company shall execute, and an authorized officer of the Warrant
Agent shall manually countersign and deliver, in exchange for or in lieu of the
lost, stolen, destroyed or mutilated Warrant Certificate, a new Warrant
Certificate of the same tenor and evidencing like Warrants. Every substitute
Warrant Certificate executed and delivered pursuant to this Section in lieu of
any lost, stolen or destroyed Warrant Certificate shall represent an additional
contractual obligation of the Company, whether or not the lost, stolen or
destroyed Warrant Certificate shall be at any time enforceable by anyone, and
shall be entitled to the benefits of this Agreement equally and proportionately
with any and all other Warrant Certificates duly executed and delivered
hereunder. The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
of mutilated, lost, stolen or destroyed Warrant Certificates.

         (d) Upon the issuance of any new Warrant Certificate under this
Section, the Company may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Warrant Agent) in
connection therewith.

         (e) The holder of a Warrant Certificate, by accepting the same,
consents and agrees with the Company, the Warrant Agent and with every
subsequent holder of such Warrant Certificate that until the transfer of the
Warrant Certificate is registered on the books of the Warrant Agent, the Company
and the Warrant Agent may treat such registered holder as the absolute owner
thereof for any purpose and as the person entitled to exercise the rights
represented by the Warrant evidenced thereby, any notice to the contrary
notwithstanding.

         7. Global Securities. The Warrants shall be issued initially in the
form of one or more Global Warrant Certificates that will be deposited with, or
on behalf of, DTC. Global Warrant Certificates may be issued only in fully
registered form and in either temporary or definitive form. Unless and until it
is exchanged in whole or in part for Warrant Certificates in definitive form, a
Global Warrant Certificate may not be transferred except as a whole by DTC to a
nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or by DTC
or any nominee of DTC to a successor depositary or any nominee of such
successor.

         So long as DTC, or its nominee, is the registered owner of a Global
Warrant Certificate, DTC or such nominee, as the case may be, will be considered
the sole owner or holder of the Warrants represented by such Global Warrant
Certificate for all purposes under this Agreement. Except as specified below
with respect to Warrants only, owners of beneficial interests in a Global
Warrant Certificate will not be entitled to have any Warrants registered in
their names, and will not receive or be entitled to receive physical delivery of
any such Warrants in definitive form and will not be considered the owners or
holders thereof under the Warrants or this Agreement. Neither the Company nor
the




                                      -7-



Warrant Agent, in its capacity as registrar for such Warrants, will have any
responsibility or liability for any aspect of the records relating to beneficial
interests in a Global Warrant Certificate or for maintaining, supervising or
reviewing any records relating to such beneficial interests.

         If at any time DTC notifies the Company that it is unwilling or unable
to continue as depositary for the Warrants, or if the Company notifies DTC that
it will no longer continue to use DTC as depositary for the Warrants, or if at
any time DTC ceases to be a clearing agency registered under the United States
Securities Exchange Act of 1934, as amended, or otherwise ceases to be eligible
to be a depositary, the Company shall appoint a successor depositary with
respect to the Warrants (and all references to DTC herein shall be deemed to
include such successor depositary). If a successor depositary for the Warrants
is not appointed by the Company within 90 days after the Company receives such
notice or becomes aware of such ineligibility, the Company will execute, and the
Warrant Agent upon receipt of such executed definitive Warrant Certificates will
authenticate and deliver, Warrant Certificates in definitive registered form
evidencing an aggregate number of Warrants equal to the aggregate number of
Warrants evidenced by the Global Warrant Certificate.

         The Company may at any time and in its sole discretion determine not to
have any of the Warrants evidenced by Global Warrant Certificates. In such
event, the Company will execute, and the Warrant Agent, upon receipt of such
executed definitive Warrant Certificates, will authenticate and deliver Warrant
Certificates in definitive registered form, in an aggregate amount equal to the
aggregate number of Warrants evidenced by such Global Warrant Certificates.

         Upon the exchange of the Global Warrant Certificates for Warrant
Certificates in definitive registered form, the Global Warrant Certificates
shall be canceled by the Warrant Agent.

         Warrant Certificates in definitive registered form issued in exchange
for the Global Warrant Certificates pursuant to this section shall be registered
in such names as DTC, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Warrant Agent or the Company. The
Warrant Agent shall deliver such Warrant Certificates in definitive registered
form to or as directed by the persons in whose names such definitive registered
Warrant Certificates are so registered.

         All Warrant Certificates in definitive registered form, issued upon the
exchange of the Global Warrant Certificates, shall be valid obligations of the
Company, evidencing the rights, and entitled to the same benefits under this
Agreement, as the Global Warrant Certificates surrendered upon such exchange.

         8. Rights of Warrant Agent. The Company shall have the following
obligations to the Warrant Agent and the Warrant Agent shall have the following
rights:




                                      -8-



         (a) In acting under this Agreement and in connection with the Warrant
Certificates, the Warrant Agent is acting solely as agent of the Company and
does not assume any obligation towards or relationship of agency or trust for or
with the owners or holders of Warrants.

         (b) The Warrant Agent shall be entitled to compensation, as agreed upon
with the Company, for all services rendered by it and expenses incurred in
connection therewith, and the Company agrees promptly to pay such compensation
and to reimburse the Warrant Agent for any agreed upon expenses incurred by the
Warrant Agent in connection with the services rendered by it (as documented in
an invoice setting forth such expenses).

         (c) The Warrant Agent shall be entitled to consult with counsel and the
opinion, written or otherwise, of such counsel shall be full and complete
authorization and protection in respect of any action taken, omitted to be taken
or suffered by it hereunder in good faith and in accordance with the opinion of
such counsel.

         (d) The Warrant Agent shall be protected and shall incur no liability
for or in respect of any action taken or omitted to be taken or anything
suffered by it in reliance upon the Warrants, any Warrant Certificate, the [ ]
[indicate type of securities] or any notice, direction, consent, certificate,
affidavit, statement or other paper or document (whether in its original or
facsimile form) reasonably believed by it to be genuine and to have been passed
or signed by the proper parties.

         (e) The Warrant Agent or any of its officers, directors and employees
may become the beneficial owner of, or acquire an interest in, Warrants or [ ]
[indicate type of securities]with the same rights that it would have if it were
not the Warrant Agent hereunder, and to the extent permitted by applicable law,
may engage in or be interested in any financial or other transaction with the
Company, and may act on behalf of, or as depositary, trustee or agent for, any
committee or body of beneficial owners of the Warrants, the [ ] [indicate type
of securities], or other obligations of the Company, as freely as if it were not
the Warrant Agent hereunder.

         (f) The recitals contained herein and in the Warrant Certificates
(except in the Warrant Agent's certificate of authentication on the Warrant
Certificates) shall be taken as the statements of the Company and the Warrant
Agent assumes no responsibility for the correctness of the same. The Warrant
Agent makes no representation as to the validity or sufficiency of this
Agreement or the Warrant Certificates except for the due authorization of the
Warrant Agent to execute this Agreement.

         (g) The Warrant Agent shall be obligated to perform such duties and
only such duties as are herein and in the Warrant Certificates specifically set
forth and no implied duties or obligations shall be read into this Agreement or
the Warrant Certificates against the Warrant Agent. The Warrant Agent shall not
be under any obligation to take any action hereunder which may tend to involve
it in any reimbursable expense or




                                      -9-



liability, the payment of which within a reasonable time is not in its
reasonable opinion, assured to it.

         (h) Unless otherwise specifically provided herein or in the Warrant
Certificates, any order, certificate, notice, request, direction or other
communication from the Company made or given by the Company under any provision
of this Agreement shall be sufficient if signed by an Authorized Person of the
Company.

         (i) If the Warrant Agent shall receive any notice or demand (other than
notice of or demand for exercise of Warrants) addressed to the Company by the
holder of the Warrant Certificates pursuant to the provisions of the Warrant
Certificates, the Warrant Agent shall promptly forward such notice or demand to
the Company.

         (j) The Warrant Agent may at any time resign as Warrant Agent, by
giving written notice to the Company of such intention on its part, mailed to
the Company at its address set forth in Section 12, specifying the date on which
its desired resignation shall become effective; provided, however, that such
date shall never be less than 90 days after the date of receipt of such notice
by the Company unless the Company agrees to accept shorter notice. The Warrant
Agent may be removed at any time by the filing with it of an instrument in
writing signed by an Authorized Person of the Company and specifying such
removal and the date when it is intended to become effective. Such resignation
or removal shall take effect upon the date of the appointment by the Company, as
hereinafter provided, of a successor Warrant Agent (which shall be a bank or
trust company authorized under the laws of the jurisdiction of its incorporation
to exercise corporate trust powers) and the acceptance of such appointment by
the successor Warrant Agent. If a successor Warrant Agent is not appointed by
the Company within 90 days after the resignation of the Warrant Agent, the
Warrant Agent shall be entitled to petition at the expense of the Company a
court of competent jurisdiction for appointment of a successor Warrant Agent.
Upon its resignation or removal, the Warrant Agent shall be entitled to the
payment by the Company of its compensation for the services rendered hereunder
and to the reimbursement of all reasonable and duly documented out-of-pocket
expenses (including reasonable and duly documented counsel fees) incurred in
connection with the services rendered hereunder (as described in Section 8(b)).
The indemnity described in Section 9 shall survive any resignation or removal of
the Warrant Agent or the termination of this Agreement.

         (k) In case at any time the Warrant Agent shall resign, or shall be
removed, or shall become incapable of acting, or shall be adjudged a bankrupt or
insolvent, or shall file a voluntary petition in bankruptcy or make an
assignment for the benefit of its creditors or consent to the appointment of a
receiver of all or any substantial part of its property or affairs or shall
generally not pay its debts as such debts become due, or shall admit in writing
its inability to pay or meet its debts generally as they become due, or if an
order of any court shall be entered approving any petition filed by or against
the Warrant Agent under the provisions of bankruptcy laws or any similar
legislation, or if a receiver, trustee or other similar official of it or of all
or any substantial part of its



                                      -10-



property shall be appointed, or if any public officer shall take charge or
control of it or of its property or affairs, for the purpose of rehabilitation,
conservation, protection, relief, winding up or liquidation, a successor Warrant
Agent shall be appointed by the Company by an instrument in writing, filed with
the successor Warrant Agent. Upon the appointment as aforesaid of a successor
Warrant Agent and acceptance by it of such appointment, the Warrant Agent so
superseded shall, if not previously disqualified by operation of law, cease to
be the Warrant Agent hereunder.

         (l) Any successor Warrant Agent appointed hereunder shall execute,
acknowledge and deliver to its predecessor and to the Company an instrument
accepting such appointment hereunder, and thereupon such successor Warrant
Agent, without any further act, deed or conveyance, shall become vested with all
the authority, rights, powers, trusts, immunities, duties and obligations of
such predecessor with like effect as if originally named as Warrant Agent
hereunder, and such predecessor, upon payment of its charges and disbursements
then unpaid, shall thereupon become obligated to transfer, deliver and pay over,
and such successor Warrant Agent shall be entitled to receive all moneys,
securities, records or other property on deposit with or held by such
predecessor, as Warrant Agent hereunder.

         (m) Any corporation or bank into which the Warrant Agent may be merged
or converted, or any corporation or bank with which the Warrant Agent may be
consolidated, or any corporation or bank resulting from any merger, conversion
or consolidation to which the Warrant Agent shall be a party, or any corporation
or bank to which the Warrant Agent shall sell or otherwise transfer all or
substantially all the assets and business of the Warrant Agent, or any
corporation or bank to which the Warrant Agent shall sell or otherwise transfer
all or substantially all its corporate trust business, provided that it shall be
qualified as aforesaid, shall be the successor to the Warrant Agent under this
Agreement without the execution or filing of any document or any further act on
the part of any of the parties hereto.

         (n) the Warrant Agent:

                    (i) need not act on any notice given under this Agreement by
             the Company or any other person which is received orally until it
             has been confirmed in writing;

                    (ii) is authorized to communicate with any person from whom
             an exercise of Warrants is received but is not obliged to do so, if
             it reasonably believes to do so would breach laws or regulations
             relating to the sale of securities in a jurisdiction; and

                    (iii) is authorized to cooperate with and to furnish any
             organization (and its representatives) designated from time to time
             by the Company in any manner reasonably requested by it in
             connection with the exercise of the Warrants and any exercises
             thereunder; and will not be




                                      -11-



             responsible for procuring, nor liable for the consequences of, any
             transfers of Warrants in any accounts.

         (o) The Warrant Agent shall have no responsibility for failing to
provide information or to take any action hereunder or by a time specified
hereunder if such failure is attributable (directly or indirectly) to any
failure on the part of DTC to provide in a form satisfactory to it any
confirmations or other information required by it to carry out its functions
hereunder and it may rely conclusively without investigation on any such
information provided by any such entity.

         (p) The Warrant Agent 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.

         (q) The rights, privileges, protections, immunities and benefits given
to the Warrant Agent, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Warrant Agent in
each of its capacities hereunder, and to each agent, custodian and other person
employed to act hereunder.

         9. Indemnity. The Company shall indemnify the Warrant Agent for, and
hold it harmless against, any loss, liability or expense (including the costs
and expenses of defending any claim of liability) incurred without negligence,
bad faith, or willful misconduct of the Warrant Agent or its respective
employees, directors, officers, or agents in connection with its acting as its
respective duties hereunder.

         10. Taxes. The Company will pay all stamp taxes or other duties, if
any, which may be imposed by the United States of America, or any political
subdivision or taxing authority thereof or therein, with respect to the
execution or delivery of this Agreement or the issuance of a Warrant
Certificate. The Company shall not be required to pay any stamp or other tax or
other governmental charge required to be paid in connection with any transfer
involved in the issuance of the [ ] [indicate type of securities]; and if any
such transfer is involved, the Company shall not be required to issue or deliver
any [ ] [indicate type of securities] until such tax or other charge shall have
been paid or provided for or it has been established to the Company's
satisfaction that no such tax or other charge is due.

         11. Amendments. This Agreement may be amended or supplemented by the
parties hereto, without the consent of the holder of any Warrant Certificate,
for the purpose of curing any ambiguity or of curing, correcting or
supplementing any defective provision contained herein, or in any manner which
the parties may mutually deem necessary or desirable and which shall not
adversely affect the interests of the holders of the Warrant Certificates. The
Warrant Agent shall promptly notify in writing each holder of any such amendment
and deliver a copy of such amendment to any holder who shall so request in
writing, all at the cost of the Company.




                                      -12-


         12. Notices. Any communication required to be given shall be given to
the parties hereto as follows:

If to the Company:                        The St. Paul Companies, Inc.
                                          [ ]
                                          Fax:  [ ]
                                          Attention: [ ]

If to the Warrant Agent:                  [ ]
                                          Fax:  [ ]
                                          Attention:  [ ]



(or such other address as shall be specified in writing by the relevant party to
the other parties hereto.)

Communications between the Company and the Warrant Agent shall be delivered by
hand, facsimile or sent by courier. Any notice to the holders of the Warrants
which by any provision of this Warrant Agreement is required or permitted to be
given shall be given by first class mail postage prepaid at such holder's
address as it appears on the books of the Warrant Agent. Communications between
the Company and the Warrant Agent shall be deemed to be effective on receipt,
for which purpose any communication shall, if sent by facsimile, be deemed to
have been received at the time of dispatch and, if sent by courier, be deemed to
have been received after 2 days. Communications to Warrant holders shall be
deemed to be effective at the time of dispatch or mailing.

         13. Delivery of Prospectus. To the extent required by law, the Company
will furnish to the Warrant Agent copies of a prospectus contained in a
Registration Statement declared effective under the Securities Act of 1933, as
amended (the "Act"), and any necessary prospectus supplement relating to the [ ]
[indicate type of securities] deliverable upon exercise of any Warrants
(collectively the "Prospectus") in such quantity as requested by the exercising
Warrant holder, the Warrant Agent agrees that upon receipt of a Warrant Exercise
Notice from any holder, the Warrant Agent will as soon as practicable deliver to
such holder, if instructed by the Company that such delivery is required by law
or upon request of such holder, prior to the Warrant Exercise Date, a
Prospectus, all at the cost of the Company.

         14. Obtaining of Governmental Approvals. The Company will from time to
time take all action which may be necessary to obtain and keep effective any and
all consents and approvals of governmental agencies and authorities and
securities acts filings under United States Federal and State laws which may be
or become requisite in connection with the issuance, sale, transfer, and
delivery of the Warrants, the Warrant Certificates, the exercise of the
Warrants, the issuance, sale, transfer and delivery of the [ ] [indicate type of
securities] issuable upon exercise of the Warrants or upon the




                                      -13-


expiration of the period during which the Warrants are exercisable. The Company
covenants that it will obtain all necessary governmental authorizations which
may be required to issue the [ ] [indicate type of securities] upon exercise of
the Warrants and the Company will issue the [ ] [indicate type of securities]
pursuant to registration under the Act.

         15. Headings. The descriptive headings of the several Articles and
Sections of this Agreement are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.

         16. Governing Law. This Agreement, the Warrants and the Warrant
Certificates shall be governed by and construed in accordance with the laws of
the State of New York.

         17. Persons Having Rights under Warrant Agreement. Nothing in this
Agreement expressed or implied and nothing that may be inferred from any of the
provisions hereof is intended, or shall be construed, to confer upon, or give
to, any person or corporation other than the Company, the Warrant Agent and the
holder of any Warrants any right, remedy or claim under or by reason of this
Agreement or of any covenant, condition, stipulation, promise or agreement
hereof, and all covenants, conditions, stipulations promises and agreements in
this Agreement contained shall be for the sole and exclusive benefit of the
Company, the Warrant Agent and its successors and holders of the Warrants.

         18. Further Issues. The Company may from time to time, without notice
to or the consent of the registered holders of Warrants, create and issue
further Warrants identical with the Warrants in all respects and so that such
further warrants shall be consolidated and form a single series with the
Warrants and shall have the same terms as to status, exercise or otherwise as
the Warrants. The issuance of such further warrants shall be pursuant to an
agreement supplemental hereto.

         19. Counterparts. This Agreement may be executed in or by separate
counterparts, and by each party separately on a separate counterpart, each such
counterpart, when so executed and delivered, to be an original. Such
counterparts shall together constitute but one and the same instrument.




                                      -14-




         IN WITNESS WHEREOF, the parties hereto have, by duly authorized
directors, officers or attorneys-in-fact, executed this Agreement as of the date
first above written.

                                            The St. Paul Companies, Inc.



                                            By:
                                               ------------------------
                                               Name:
                                               Title:

                                            [ ], as Warrant Agent



                                            By:
                                               ------------------------
                                               Name:
                                               Title:




                                      -15-





                                                                       Exhibit A


                          [FORM OF WARRANT CERTIFICATE]



         [IF THE WARRANT CERTIFICATE IS TO BE A GLOBAL WARRANT CERTIFICATE,
INSERT-- This Warrant Certificate is a Global Warrant Certificate within the
meaning of the Warrant Agreement hereinafter referred to and is registered in
the name of The Depository Trust Company ("DTC") or a nominee of DTC. Unless and
until it is exchanged in whole or in part for Warrants in definitive registered
form, this Warrant Certificate may not be transferred except as a whole by DTC
to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or
by DTC or any such nominee to a successor depositary or a nominee of such
successor depositary).

         Unless this Warrant Certificate is presented by an authorized
representative of DTC ([ ] [indicate address of the depositary company]) to the
Warrant Agent or its agents for registration of transfer, exchange or payment,
and any Warrant issued is registered in the name of Cede & Co. or such other
name as requested by an authorized representative of DTC and any payment hereon
is made to Cede & Co. or such other entity as is requested by an authorized
representative of DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY A PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede
& Co., has an interest herein.]

         The Warrants evidenced hereby are exercisable only if countersigned by
the Warrant Agent as provided herein.

         VOID IF NOT EXERCISED BY [5:00 P.M., NEW YORK CITY TIME,] ON [ ].




                                       A-1





                THE ST. PAUL COMPANIES, INC. WARRANT CERTIFICATE

CUSIP NO.: [_________]
ISIN NO.: [_________]                                      [________] Warrants

                  This certifies that [CEDE & CO.] or its registered assigns
(the "Registered Holder") is the registered owner of the above Warrants. Each
Warrant entitles the registered owner to exercise, [commencing at 9:00 A.M., New
York City] on [  ] [but no later than 5:00 P.M., New York City time,] on  [  ],
an option to purchase, at an exercise price of U.S. $[  ], [  ] of [  ]
[indicate type of securities] (the "[  ]") of The St. Paul Companies, Inc. (the
"Company"). The [  ] [indicate type of securities] will be issued and delivered
by the Company on [  ]. The holder may exercise the Warrants evidenced hereby in
whole or in part during the period herein specified, provided, that [no fewer
than one Warrant may be exercised per Warrant Exercise Notice and no fractional
Warrants may be exercised,] by (i) providing written notice of such election to
exercise such Warrants ("Warrant Exercise Notice") to the Warrant Agent at [  ],
"Attention: The St. Paul Companies, Inc. Warrant Exercise", or such other
address of the Warrant Agent as the Warrant Holders may be notified of by the
Company prior to [  ], by hand or facsimile, no later than [5:00 P.M., New York
City time,] on the [  ], which Warrant Exercise Notice shall be in the form of
an election to purchase [  ] [indicate type of securities] substantially in the
form set forth as Exhibit B to the Warrant Agreement, properly completed and
executed by the holder; (ii) delivering, no later than [5:00 P.M., New York City
time,] on [  ], such Warrants to the Warrant Agent by book-entry transfer
through the facilities of DTC or by delivering, no later than [5:00 P.M., New
York City time,] on [  ], the Warrant Certificates evidencing such Warrants to
the Warrant Agent if Warrant Certificates in definitive form have been issued
and delivered pursuant to Section 7 of the Warrant Agreement and (iii) for each
Warrant exercised, paying in full, in lawful money of the United States of
America, by bank wire transfer in immediately available funds no later than
[11:00 A.M., New York City time] on [  ] (the "Settlement Date"), the exercise
price of U.S. $[  ].

         This Warrant Certificate is issued pursuant to and in accordance with a
Warrant Agreement, dated as of [  ] (the "Warrant Agreement") between the
Company and the Warrant Agent and is subject to the terms and provisions
contained therein to all of which terms and provisions the holder consents by
acceptance hereof. Copies of the Warrant Agreement are on file at the
above-mentioned office of the Warrant Agent. Capitalized terms used in this
Warrant Certificate and not defined herein will have the respective meanings
given such terms in the Warrant Agreement.

         This Warrant Certificate may be transferred at the corporate trust
office of the Warrant Agent by the Registered Holder or its assigns, in person
or by an attorney duly authorized in writing, in the manner and subject to the
limitations provided in the Warrant Agreement.

         After countersignature by the Warrant Agent and prior to the expiration
of the Warrants, this Warrant Certificate may be exchanged at the corporate
trust office of the Warrant Agent for one or more Warrant Certificates,
representing the same number of Warrants of the same tenor.





                                       A-2





         This Warrant Certificate shall not entitle the Registered Holder to any
of the rights of a holder of the [   ] [indicate type of securities].

         Unless the certificate of authentication hereon has been executed by
the Warrant Agent by the manual signature of one of its duly authorized
officers, this Warrant Certificate shall not be valid or obligatory for any
purpose.

Dated: [   ]


The St. Paul Companies, Inc.



By:
   ------------------------
Name:
Title:

Authenticated by
[   ]
as Warrant Agent without recourse,
warranty or liability

By:
   ---------------------------------
         Authorized Signature





                                       A-3





                                                                       Exhibit B


                        [FORM OF WARRANT EXERCISE NOTICE]

                     [TO BE COMPLETED BY DIRECT PARTICIPANT
                                     IN DTC]

                          The St. Paul Companies, Inc.
             Warrants to Purchase [ ] [indicate type of securities]

                    TO BE EXECUTED UPON EXERCISE OF WARRANTS

         The undersigned hereby irrevocably elects to exercise the number of
Warrants set forth below. Each Warrant entitles the registered owner to
exercise, [commencing at 9:00 A.M., New York City time] [ ], [but no later than
5:00 P.M., New York City time,] on [ ], an option to purchase, at an exercise
price of $[ ], $[ ] newly issued [ ] [indicate type of securities] (the "[ ]")
of The St. Paul Companies, Inc. (the Company"). The undersigned represents,
warrants and promises that (1) it has delivered or will deliver no later than
[5:00 P.M., New York time,] on [ ] the number of Warrants specified below to the
Warrant Agent's account at DTC by book-entry transfer; (2) it has the full power
and authority to exercise and deliver the Warrants exercised hereby; and (3)
[payment details] no later than [11:00 A.M., New York City time] on [ ] (the
"Settlement Date"), the exercise price of U.S. $[  ] for each Warrant exercised
hereby.

         The undersigned requests that the principal amount of Warrants
exercised hereby be in registered form in the authorized denominations,
registered in such names and delivered, all as specified in accordance with the
instructions set forth below; provided, that if the [ ] [indicate type of
securities] are evidenced by global securities, the [ ] [indicate type of
securities] shall be registered in the name of DTC or its nominee.






                                       B-1





- ----------------------------------------------------------------------------------------------------------------------

Dated:  [           ]
- ----------------------------------------------------------------------------------------------------------------------

NOTE:      THIS EXERCISE NOTICE MUST BE DELIVERED TO [ ],     WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH
           THE WARRANT AGENT, PRIOR TO [5:00 P.M., NEW        WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED.  YOU MAY
           YORK CITY TIME,] ON [ ]. THE WARRANT AGENT         NOT SUBMIT YOUR WARRANT EXERCISE NOTICE OR DELIVER
           SHALL NOTIFY YOU (THROUGH THE CLEARING SYSTEM)     YOUR WARRANTS UNTIL [9:00 A.M., NEW YORK CITY TIME,]
           OF (1) THE WARRANT AGENT'S ACCOUNT AT DTC TO       ON [ ].  WARRANT EXERCISE NOTICES WILL ONLY BE VALID IF
           WHICH YOU MUST DELIVER YOUR WARRANTS ON THE        DELIVERED IN ACCORDANCE WITH THE INSTRUCTIONS SET
           EXERCISE DATE AND (2) THE ADDRESS, PHONE NUMBER    FORTH IN THIS NOTIFICATION (OR AS OTHERWISE DIRECTED),
           AND FACSIMILE NUMBER                               MARKED TO THE ATTENTION OF "THE ST. PAUL COMPANIES,
                                                              INC. WARRANT EXERCISE".

- ----------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------
NAME OF DTC DIRECT PARTICIPANT:                              WARRANT HOLDER DELIVERING WARRANTS, IF OTHER THAN THE
__________________________________________________           DIRECT DTC PARTICIPANT DELIVERING THIS WARRANT EXERCISE
                      (PLEASE PRINT)                         NOTICE
ADDRESS: _________________________________________
                  ________________________________           NAME:___________________________________________________
                                                                                  (PLEASE PRINT)
CONTACT NAME: ____________________________________
                                                             ADDRESS:________________________________________________
TELEPHONE (INCLUDING INTERNATIONAL CODE):_________
                                                                        _____________________________________________
FAX (INCLUDING INTERNATIONAL CODE):  _____________
__________________________________________________           CONTACT NAME:___________________________________________

SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION             TELEPHONE (INCLUDING INTERNATIONAL CODE):_______________
NUMBER (IF APPLICABLE):___________________________                  _________________________________________________

                                                             FAX (INCLUDING INTERNATIONAL CODE):_____________________

                                                             ________________________________________________________


                                                             SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER
                                                             (IF APPLICABLE):________________________________________

- ----------------------------------------------------------------------------------------------------------------------


- ----------------------------------------------------------------------------------------------------------------------
ACCOUNT FROM WHICH WARRANTS ARE BEING DELIVERED:             ACCOUNT TO WHICH THE [ ] [indicate type of securities]
                                                             ARE TO BE CREDITED:
 DTC Account No._________________________________
                                                               DTC Account No._____________________________________

- ----------------------------------------------------------------------------------------------------------------------


- ----------------------------------------------------------------------------------------------------------------------









- ------------------------------------------------------------
FILL IN FOR DELIVERY OF [   ] [indicate type of securities], IF
OTHER THAN TO THE PERSON DELIVERING THIS WARRANT
EXERCISE NOTICE:

Name:______________________________________________________
                (Please Print)

Address:___________________________________________________

           ________________________________________________

Contact Name:______________________________________________

Telephone (including international code):__________________

___________________________________________________________

Fax (including international code):________________________

___________________________________________________________

Social Security or Other Taxpayer Identification Number
(if applicable):___________________________________________

- ------------------------------------------------------------








Number of Warrants Being Exercised[ (at least [two])]:_________________________

       (ONLY ONE EXERCISE PER WARRANT EXERCISE NOTICE)










                         Signature____________________________________________

                         Name:________________________________________________

                         Capacity in which Signing:___________________________

EX-4.13

                                                                    Exhibit 4.13

                              CERTIFICATE OF TRUST
                          OF ST. PAUL CAPITAL TRUST II

     The undersigned, the trustees of St. Paul Capital Trust II, 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 II."

     (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
          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/ Bruce A. Backberg
                                           -------------------------------------
                                           Name:  Bruce A. Backberg, as Trustee

EX-4.14

                                                                    Exhibit 4.14

                              DECLARATION OF TRUST


     This DECLARATION OF TRUST, dated as of November 14, 2001 (this "Declaration
of Trust") between The St. Paul Companies, Inc., a Minnesota corporation (the
"Sponsor"), and Chase Manhattan Bank USA, National Association, a national bank
with its principle office in the State of Delaware, as Delaware trustee (the
"Delaware Trustee"), and Bruce A. Backberg, as trustee (the "Administrative
Trustee", and, together with the Delaware Trustee, the "Trustees"). The Sponsor
and the Trustees hereby agree as follows:

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

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

     3. The Sponsor and the Trustees will enter into an Amended and Restated
Declaration of Trust, satisfactory to each such party and substantially in the
form included as an exhibit to the 1933 Act Registration Statement (as defined
below), to provide for the contemplated operation of the Trust created hereby
and the issuance of the Preferred Securities referred to therein. Prior to the


                                      -1-






execution and delivery of such Amended and Restated Declaration of Trust, (i)
the Delaware Trustee shall not have any duty or obligation hereunder or with
respect to the trust estate, except as otherwise required by applicable law, and
(ii) the Administrative Trustee and the Sponsor shall take any action as may be
necessary to obtain prior to such execution and delivery any licenses, consents
or approvals required by applicable law or otherwise. Notwithstanding the
foregoing, the Trustees may take all actions deemed proper as are necessary to
effect the transactions contemplated herein.

     4. The Sponsor hereby agrees to (i) reimburse the Delaware Trustee for all
reasonable expenses (including reasonable fees and expenses of counsel and other
experts), (ii) indemnify, defend and hold harmless the Delaware Trustee and any
of the officers, directors, employees and agent of the Delaware Trustee
(collectively, including the Delaware Trustee in its individual capacity, the
"Indemnified Persons") from and against any and all losses, damages,
liabilities, claims, actions, suits, costs, expenses, disbursements (including
the reasonable fees and expenses of counsel), taxes and penalties of any kind
and nature whatsoever (collectively, "Expenses"), to the extent that such
Expenses arise out of or are imposed upon or asserted at any time against such
Indemnified Persons with respect to the performance of this Declaration, the
creation, operation, administration or termination of the Trust, or the
transactions contemplated hereby; provided, however, that the Sponsor shall not
be required to indemnify any Indemnified Person for Expenses to the extent such
Expenses result from the willful misconduct, bad faith or negligence of such
Indemnified Person, and (iii) advance to such Indemnified Person Expenses
(including reasonable legal fees) incurred by such Indemnified Person in
defending any claim, demand, action, suit or proceeding prior to the final
disposition of such claim, demand, action, suit or proceeding upon receipt by
the Sponsor of an undertaking by or on behalf of the Indemnified Person to repay
such amount if it shall be determined that the Indemnified Person is not
entitled to be indemnified therefor under this Section 4.

     5. The Sponsor, as the sponsor of the Trust, is hereby authorized, in its
discretion (i) to file with the Securities and Exchange Commission (the
"Commission") and execute, in each case on behalf of the Trust, (a) a



                                      -2-







registration statement on Form S-3 (the "1933 Act Registration Statement"),
including any pre-effective or post-effective amendments thereto (including the
prospectus, prospectus supplements and the exhibits contained therein), and any
registration statement filed pursuant to Rule 462 under the Securities Act of
1933, as amended (the "1933 Act"), relating to the registration under the 1933
Act of the Preferred Securities of the Trust and certain other securities and
(b) a Registration Statement on Form 8-A (the "1934 Act Registration
Statement"), including any pre-effective and post-effective amendments thereto,
relating to the registration of the Preferred Securities of the Trust under
Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended; (ii)
to file with the New York Securities Exchange or any other national stock
exchange or The Nasdaq National Market (each, an "Exchange") and execute on
behalf of the Trust one or more listing applications and all other applications,
statements, certificates, agreements and other instruments as shall be necessary
or desirable to cause the Preferred Securities to be listed on any of the
Exchanges; (iii) to file and execute on behalf of the Trust such applications,
reports, surety bonds, irrevocable consents, appointments of attorney for
service of process and other papers and documents as shall be necessary or
desirable to register the Preferred Securities under the securities or blue sky
laws of such jurisdictions as the Sponsor on behalf of the Trust, may deem
necessary or desirable; and (iv) to execute, deliver and perform on behalf of
the Trust that certain Underwriting Agreement relating to the Preferred
Securities, among the Trust, the Sponsor and the several Underwriters named
therein, substantially in the form included as an exhibit to the 1933 Act
Registration Statement. In the event that any filing referred to in clauses (i),
(ii) and (iii) above is required by the rules and regulations of the Commission,
an Exchange or state securities or blue sky laws, to be executed on behalf of
the Trust by any of the Trustees, each of the Trustees, in its capacity as a
trustee of the Trust, is hereby authorized and directed to join in any such
filing and to execute on behalf of the Trust any and all of the foregoing. In
connection with the filings referred to above, the Sponsor hereby constitutes
and appoints Bruce A. Backberg and Thomas Bergmann and each of them, as its true



                                      -3-






and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for the Sponsor or in the Sponsor's name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to the 1933 Act Registration Statement (and any registration
statement filed pursuant to Rule 462 promulgated pursuant to the 1933 Act) and
the 1934 Act Registration Statement and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Commission, any
Exchange and administrators of state securities or blue sky laws, granting unto
said attorney-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as the Sponsor might or could do
in person, thereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their respective substitute or substitutes, shall do
or cause to be done by virtue hereof.

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

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



                                      -4-







     8. The number of Trustees initially shall be two (2) and thereafter the
number of Trustees shall be such number as shall be fixed from time to time by a
written instrument signed by the Sponsor which may increase or decrease the
number of Trustees; provided, however, that to the extent required by the
Business Trust Act, one Trustee shall either be a natural person who is a
resident of the State of Delaware or, if not a natural person, an entity which
has its principal place of business in the State of Delaware and otherwise meets
the requirements of applicable Delaware law. Subject to the foregoing, the
Sponsor is entitled to appoint or remove without cause any Trustee at any time.
A Trustee may resign upon thirty (30) days' prior notice to the Sponsor.

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

     IN WITNESS WHEREOF, the parties hereto have caused this Declaration of
Trust to be duly executed as of the day and year first above written.


                                       THE ST. PAUL COMPANIES, INC.,
                                         as Sponsor


                                       By: /s/ Bruce A. Backberg
                                           -------------------------------------
                                           Name:  Bruce A. Backberg
                                           Title: Senior Vice President


                                       CHASE MANHATTAN BANK USA, NATIONAL
                                          ASSOCIATION, as Delaware Trustee


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


                                           /s/ Bruce A. Backberg
                                           -------------------------------------
                                           Name:  Bruce A. Backberg,
                                                  as Administrative Trustee



                                      -5-

EX-4.15

                                                                    Exhibit 4.15




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












                    AMENDED AND RESTATED DECLARATION OF TRUST



                            ST. PAUL CAPITAL TRUST II





















                          DATED AS OF _________, 200__




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










                             CROSS-REFERENCE TABLE*



Section of Trust Indenture                                                                                 Section of
Act of 1939, as amended                                                                                   Declaration
- --------------------------                                                                         ------------------
                                                                                                
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



- ----------

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







                                TABLE OF CONTENTS



                                                                                                             Page
                                                                                                             ----
                                                                                                      
                                                    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




                                      -i-







                                                                                                             Page
                                                                                                             ----
                                                                                                      
                                                    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




                                      -ii-







                                                                                                             Page
                                                                                                             ----
                                                                                                      
                                                    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




                                     -iii-









         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;






          (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-






         "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-







         "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-






         (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-






         "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-






         "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-







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-






          (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-






     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-






                                  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-





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-






          (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-






     (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-








     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-







     (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-






     (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-






(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-







          (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-






          (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-






          (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-






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-






          (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-






                                   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-






     (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-




     (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-






          (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-






                  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-






     (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-







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-






     (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-






     (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-






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-






          (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-






          (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-






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-





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-






     (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-






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-






     (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-






          (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-






          (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-






     (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-







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-






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-







               (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-






          (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-






     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-






     (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-






                                  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-






     (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-






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-




         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-







                                     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





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-






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-





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-




     (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-






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-






          (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-






     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-





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-





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-






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-






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-







     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-





               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





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





              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





                          [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









                                   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)










                                   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






     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





                                   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

EX-4.16

                                                                    Exhibit 4.16


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







                    PREFERRED SECURITIES GUARANTEE AGREEMENT



                            ST. PAUL CAPITAL TRUST II

























                         DATED AS OF ___________, 200__



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









                                TABLE OF CONTENTS



                                                                                                       PAGE
                                                                                                       ----
                                                                                                  
                                    ARTICLE I
                         DEFINITIONS AND INTERPRETATION

SECTION 1.1         Definitions and Interpretation.......................................................1

                                   ARTICLE II
                               TRUST INDENTURE ACT

SECTION 2.1         Trust Indenture Act; Application.....................................................5
SECTION 2.2         Lists of Holders of Securities.......................................................5
SECTION 2.3         Reports by the Preferred Guarantee Trustee...........................................5
SECTION 2.4         Periodic Reports to Preferred Guarantee Trustee......................................6
SECTION 2.5         Evidence of Compliance with Conditions Precedent.....................................6
SECTION 2.6         Events of Default; Waiver............................................................6
SECTION 2.7         Event of Default; Notice.............................................................6
SECTION 2.8         Conflicting Interests................................................................7

                                   ARTICLE III
            POWERS, DUTIES AND RIGHTS OF PREFERRED GUARANTEE TRUSTEE

SECTION 3.1         Powers and Duties of the Preferred Guarantee Trustee.................................7
SECTION 3.2         Certain Rights of Preferred Guarantee Trustee........................................8
SECTION 3.3         Not Responsible for Recitals or Issuance of Guarantee...............................10

                                   ARTICLE IV
                           PREFERRED GUARANTEE TRUSTEE

SECTION 4.1         Preferred Guarantee Trustee; Eligibility............................................11
SECTION 4.2         Appointment, Removal and Resignation of Preferred
                    Guarantee Trustees..................................................................11

                                    ARTICLE V
                                    GUARANTEE

SECTION 5.1         Guarantee...........................................................................12
SECTION 5.2         Waiver of Notice and Demand.........................................................12
SECTION 5.3         Obligations Not Affected............................................................13
SECTION 5.4         Rights of Holders...................................................................13
SECTION 5.5         Guarantee of Payment................................................................14
SECTION 5.6         Subrogation.........................................................................14
SECTION 5.7         Independent Obligations.............................................................14




                                      -i-







                                                                                                       PAGE
                                                                                                       ----
                                                                                                  
                                   ARTICLE VI
                    LIMITATION OF TRANSACTIONS; SUBORDINATION

SECTION 6.1         Limitation of Transactions..........................................................15
SECTION 6.2         Ranking.............................................................................15

                                   ARTICLE VII
                                   TERMINATION

SECTION 7.1         Termination.........................................................................16

                                  ARTICLE VIII
                                 INDEMNIFICATION

SECTION 8.1         Exculpation.........................................................................16
SECTION 8.2         Indemnification.....................................................................16

                                   ARTICLE IX
                                  MISCELLANEOUS

SECTION 9.1         Successors and Assigns..............................................................17
SECTION 9.2         Amendments..........................................................................17
SECTION 9.3         Notices.............................................................................18
SECTION 9.4         Benefit.............................................................................18
SECTION 9.5         Governing Law.......................................................................18



                                      -ii-









                             CROSS-REFERENCE TABLE*



    Section of                                                                                Section of
Trust Indenture Act                                                                          Guarantee of
 1939, as amended                                                                              Agreement
- -------------------                                                                          ------------
                                                                                         
      310(a)......................................................................................4.1(a)
      310(b..................................................................................4.1(c), 2.8
      310(c)................................................................................Inapplicable
      311(a)......................................................................................2.2(b)
      311(b)......................................................................................2.2(b)
      311(c)................................................................................Inapplicable
      312(a)......................................................................................2.2(a)
      312(b)......................................................................................2.2(b)
      313............................................................................................2.3
      314(a).........................................................................................2.4
      314(b)................................................................................Inapplicable
      314(c).........................................................................................2.5
      314(d)................................................................................Inapplicable
      314(e)...............................................................................1.1, 2.5, 3.2
      314(f)....................................................................................2.1, 3.2
      315(a)......................................................................................3.1(d)
      315(b).........................................................................................2.7
      315(c).........................................................................................3.1
      315(d)......................................................................................3.1(d)
      316(a)...............................................................................1.1, 2.6, 5.4
      316(b).........................................................................................5.3
      316(c).........................................................................................8.2
      317(a)................................................................................Inapplicable
      317(b)................................................................................Inapplicable
      318(a)......................................................................................2.1(b)
      318(b).........................................................................................2.1
      318(c)......................................................................................2.1(a)


      -----------------

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









                    PREFERRED SECURITIES GUARANTEE AGREEMENT

     This GUARANTEE AGREEMENT (this "Preferred Securities Guarantee"), dated as
of [__________, 200__], is executed and delivered by The St. Paul Companies,
Inc., a Minnesota corporation (the "Guarantor"), and JPMorgan Chase Bank as
trustee (the "Preferred Guarantee Trustee"), for the benefit of the Holders (as
defined herein) from time to time of the Preferred Securities (as defined
herein) of St. Paul Capital Trust II, a Delaware statutory business trust (the
"Issuer").

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

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

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

                                   ARTICLE I
                         DEFINITIONS AND INTERPRETATION

SECTION 1.1  Definitions and Interpretation

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

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

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

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






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

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

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

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

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

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

         "Corporate Trust Office" means the office of the Preferred Guarantee
Trustee at which the corporate trust business of the Preferred Guarantee Trustee
shall, at any particular time, be principally administered, which office at the
date of execution of this Agreement is located at 450 West 33rd Street, 15th
Floor, New York, NY 10001, Attention: Institutional Trust Services.

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

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

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

         "Guarantee Payments" means the following payments or distributions,
without duplication, with respect to the Preferred Securities, to the extent not
paid or made by the Issuer: (i) any accrued and unpaid Distributions (as defined
in Annex I to the Declaration) that are required to be paid on the Preferred
Securities, to the extent the Issuer has funds available therefor, (ii) the
redemption price of [$ ] per Preferred Security, plus all accrued and unpaid
Distributions to the date of redemption (the "Redemption Price"), to the extent
the Issuer has funds available therefor, with respect to any Preferred
Securities called for redemption by the Issuer and (iii) upon a voluntary or



                                      -2-





involuntary dissolution, winding-up or termination of the Issuer (other than in
connection with the distribution of Debentures to the Holders in exchange for
Preferred Securities as provided in the Declaration or the redemption of all of
the Preferred Securities upon the maturity or redemption of all of the
Debentures as provided in the Declaration) the lesser of (a) the aggregate of
the liquidation amount of [$ ] per Preferred Security and all accrued and unpaid
Distributions on the Preferred Securities to the date of payment, or (b) the
amount of assets of the Issuer remaining for distribution to Holders in
liquidation of the Issuer (in either case, the "Liquidation Distribution").

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

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

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

         "Issuer" has the meaning provided in the preamble.

         "Majority in liquidation amount of the Securities" means, except as
provided by the Trust Indenture Act, a vote by Holder(s), voting separately as a
class, holding Preferred Securities representing more than 50% of the aggregate
liquidation amount (including the stated amount that would be paid on
redemption, liquidation or otherwise, plus accrued and unpaid Distributions to
the date upon which the voting percentages are determined) of all Preferred
Securities.

         "Officers' Certificate" means, with respect to any Person, a
certificate signed by two Authorized Officers of such Person. Any Officers'
Certificate delivered with respect to compliance with a condition or covenant
provided for in this Preferred Securities Guarantee shall include:


                                      -3-






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

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

          (iii) a statement that each such officer has made such examination or
     investigation as, in such officer's opinion, is necessary to enable such
     officer to express an informed opinion as to whether or not such covenant
     or condition has been complied with; and

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


         "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever nature.

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

         "Responsible Officer" means, with respect to the Preferred Guarantee
Trustee, any officer of the Preferred Guarantee Trustee with direct
responsibility for the administration of this Preferred Securities Guarantee and
also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of that officer's knowledge of
and familiarity with the particular subject.

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

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended.



                                      -4-





                                   ARTICLE II
                               TRUST INDENTURE ACT

SECTION 2.1  Trust Indenture Act; Application

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

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

SECTION 2.2  Lists of Holders of Securities

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

     The Preferred Guarantee Trustee may destroy any List of Holders previously
given to it on receipt of a new List of Holders. Unless supplemented, amended or
restated pursuant to this Section 2.2(a), the Preferred Guarantee Trustee shall
be entitled to rely exclusively on the last list of Holders provided to it by
the Guarantor or any Institutional Trustee.

     (b) The Preferred Guarantee Trustee shall comply with its obligations under
Sections 311(a), 311(b) and 312(b) of the Trust Indenture Act.

SECTION 2.3  Reports by the Preferred Guarantee Trustee.

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



                                      -5-




SECTION 2.4  Periodic Reports to Preferred Guarantee Trustee.

         The Guarantor shall provide to the Preferred Guarantee Trustee, the
Securities and Exchange Commission and the Holders such documents, reports and
information as required by Section 314 of the Trust Indenture Act (if any) and
the compliance certificate required by Section 314 of the Trust Indenture Act in
the form, in the manner and at the times required by Section 314 of the Trust
Indenture Act.

SECTION 2.5  Evidence of Compliance with Conditions Precedent.

         The Guarantor shall provide to the Preferred Guarantee Trustee such
evidence of compliance with any conditions precedent, if any, provided for in
this Preferred Securities Guarantee that relate to any of the matters set forth
in Section 314(c) of the Trust Indenture Act. Any certificate or opinion
required to be given by an officer pursuant to Section 314(c)(1) may be given in
the form of an Officers' Certificate.

SECTION 2.6  Events of Default; Waiver.

         The Holders of a Majority in liquidation amount of Preferred Securities
may, by vote, on behalf of the Holders of all of the Preferred Securities, waive
any past Event of Default and its consequences. Upon such waiver, any such Event
of Default shall cease to exist, and any Event of Default arising therefrom
shall be deemed to have been cured, for every purpose of this Preferred
Securities Guarantee, but no such waiver shall extend to any subsequent or other
default or Event of Default or impair any right consequent thereon.

SECTION 2.7  Event of Default; Notice.

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

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



                                      -6-






SECTION 2.8  Conflicting Interests.

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

                                  ARTICLE III
            POWERS, DUTIES AND RIGHTS OF PREFERRED GUARANTEE TRUSTEE

SECTION 3.1  Powers and Duties of the Preferred Guarantee Trustee.

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

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

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

     (d) No provision of this Preferred Securities Guarantee shall be construed
to relieve the Preferred Guarantee Trustee from liability for its own negligent
action, its own negligent failure to act, or its own willful misconduct, except
that:

          (i) prior to the occurrence of any Event of Default and after the
     curing or waiving of all such Events of Default that may have occurred:



                                      -7-





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



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

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

          (iii) the Preferred Guarantee Trustee shall not be liable with respect
     to any action taken or omitted to be taken by it in good faith in
     accordance with the direction of the Holders of not less than a Majority in
     liquidation amount of the Preferred Securities relating to the time, method
     and place of conducting any proceeding for any remedy available to the
     Preferred Guarantee Trustee, or exercising any trust or power conferred
     upon the Preferred Guarantee Trustee under this Preferred Securities
     Guarantee; and


          (iv) no provision of this Preferred Securities Guarantee shall require
     the Preferred Guarantee Trustee to expend or risk its own funds or
     otherwise incur personal financial liability in the performance of any of
     its duties or in the exercise of any of its rights or powers, if the
     Preferred Guarantee Trustee shall have reasonable grounds for believing
     that the repayment of such funds or liability is not reasonably assured to
     it under the terms of this Preferred Securities Guarantee or indemnity,
     reasonably satisfactory to the Preferred Guarantee Trustee, against such
     risk or liability is not reasonably assured to it.

SECTION 3.2  Certain Rights of Preferred Guarantee Trustee.

     (a) Subject to the provisions of Section 3.1:


          (i) The Preferred Guarantee Trustee may conclusively rely, and shall
     be fully protected in acting or refraining from acting upon, any
     resolution, certificate, statement, instrument, opinion, report, notice,
     request, direction, consent, order, bond, debenture, note, other evidence
     of indebtedness or other paper or document believed by it to be genuine and
     to have been signed, sent or presented by the proper party or parties.



                                      -8-






          (ii) Any direction or act of the Guarantor contemplated by this
     Preferred Securities Guarantee shall be sufficiently evidenced by an
     Officers' Certificate.

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

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

          (v) The Preferred Guarantee Trustee may consult with counsel, and the
     written advice or opinion of such counsel with respect to legal matters
     shall be full and complete authorization and protection in respect of any
     action taken, suffered or omitted by it hereunder in good faith and in
     accordance with such advice or opinion. Such counsel may be counsel to the
     Guarantor or any of its Affiliates and may include any of its employees.
     The Preferred Guarantee Trustee shall have the right at any time to seek
     instructions concerning the administration of this Preferred Securities
     Guarantee from any court of competent jurisdiction.

          (vi) The Preferred Guarantee Trustee shall be under no obligation to
     exercise any of the rights or powers vested in it by this Preferred
     Securities Guarantee at the request or direction of any Holder, unless such
     Holder shall have provided to the Preferred Guarantee Trustee such security
     and indemnity, reasonably satisfactory to the Preferred Guarantee Trustee,
     against the costs, expenses (including attorneys' fees and expenses and the
     expenses of the Preferred Guarantee Trustee's agents, nominees or
     custodians) and liabilities that might be incurred by it in complying with
     such request or direction, including such reasonable advances as may be
     requested by the Preferred Guarantee Trustee; provided that, nothing
     contained in this Section 3.2(a)(vi) shall be taken to relieve the
     Preferred Guarantee Trustee, upon the occurrence of an Event of Default, of
     its obligation to exercise the rights and powers vested in it by this
     Preferred Securities Guarantee.

          (vii) The Preferred Guarantee Trustee shall not be bound to make any
     investigation into the facts or matters stated in any resolution,
     certificate, statement, instrument, opinion, report, notice, request,
     direction, consent, order, bond, debenture, note, other evidence of
     indebtedness or other paper or document, but the Preferred Guarantee
     Trustee, in its discretion, may make such further inquiry or investigation
     into such facts or matters as it may see fit.



                                      -9-





          (viii) The Preferred Guarantee Trustee may execute any of the trusts
     or powers hereunder or perform any duties hereunder either directly or by
     or through agents, nominees, custodians or attorneys, and the Preferred
     Guarantee Trustee shall not be responsible for any misconduct or negligence
     on the part of any agent or attorney appointed with due care by it
     hereunder.

          (ix) Any action taken by the Preferred Guarantee Trustee or its agents
     hereunder shall bind the Holders of the Preferred Securities, and the
     signature of the Preferred Guarantee Trustee or its agents alone shall be
     sufficient and effective to perform any such action. No third party shall
     be required to inquire as to the authority of the Preferred Guarantee
     Trustee to so act or as to its compliance with any of the terms and
     provisions of this Preferred Securities Guarantee, both of which shall be
     conclusively evidenced by the Preferred Guarantee Trustee's or its agent's
     taking such action.

          (x) Whenever in the administration of this Preferred Securities
     Guarantee the Preferred Guarantee Trustee shall deem it desirable to
     receive instructions with respect to enforcing any remedy or right or
     taking any other action hereunder, the Preferred Guarantee Trustee (i) may
     request instructions from the Holders of a Majority in liquidation amount
     of the Preferred Securities, (ii) may refrain from enforcing such remedy or
     right or taking such other action until such instructions are received, and
     (iii) shall be protected in conclusively relying on or acting in accordance
     with such instructions.

     (b) No provision of this Preferred Securities Guarantee shall be deemed to
impose any duty or obligation on the Preferred Guarantee Trustee to perform any
act or acts or exercise any right, power, duty or obligation conferred or
imposed on it in any jurisdiction in which it shall be illegal, or in which the
Preferred Guarantee Trustee shall be unqualified or incompetent in accordance
with applicable law, to perform any such act or acts or to exercise any such
right, power, duty or obligation. No permissive power or authority available to
the Preferred Guarantee Trustee shall be construed to be a duty.

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


SECTION 3.3  Not Responsible for Recitals or Issuance of Guarantee.

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



                                      -10-






                                   ARTICLE IV
                           PREFERRED GUARANTEE TRUSTEE

SECTION 4.1  Preferred Guarantee Trustee; Eligibility.

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

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

          (ii) be a corporation organized and doing business under the laws of
     the United States of America or any State or Territory thereof or of the
     District of Columbia, or a corporation or Person permitted by the
     Securities and Exchange Commission to act as an institutional trustee under
     the Trust Indenture Act, authorized under such laws to exercise corporate
     trust powers, having a combined capital and surplus of at least 50 million
     U.S. dollars ($50,000,000), and subject to supervision or examination by
     Federal, State, Territorial or District of Columbia authority. If such
     corporation publishes reports of condition at least annually, pursuant to
     law or to the requirements of the supervising or examining authority
     referred to above, then, for the purposes of this Section 4. 1(a)(ii), the
     combined capital and surplus of such corporation shall be deemed to be its
     combined capital and surplus as set forth in its most recent report of
     condition so published.

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

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

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

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

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

     (c) The Preferred Guarantee Trustee appointed to office shall hold office
until a Successor Preferred Guarantee Trustee shall have been appointed or until
its removal or resignation. The Preferred Guarantee Trustee may resign from
office by an instrument in writing executed by the Preferred Guarantee Trustee
and delivered to the Guarantor, which resignation shall not take effect until a



                                      -11-





Successor Preferred Guarantee Trustee has been appointed and has accepted such
appointment by instrument in writing executed by such Successor Preferred
Guarantee Trustee and delivered to the Guarantor and the resigning Preferred
Guarantee Trustee, whereupon the resigning Preferred Guarantee Trustee shall be
released and discharged of the trusts and other duties imposed on such trustee
in connection herewith.

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

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

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

                                    ARTICLE V
                                    GUARANTEE

SECTION 5.1  Guarantee.

         The Guarantor irrevocably and unconditionally agrees to pay in full to
the Holders the Guarantee Payments (without duplication of amounts theretofore
paid by or on behalf of the Issuer pursuant to the Declaration or by the
Guarantor pursuant to the Indenture), as and when due, regardless of any
defense, right of set-off or counterclaim that the Issuer may have or assert.
The Guarantor's obligation to make a Guarantee Payment may be satisfied by
direct payment of the required amounts by the Guarantor to the Holders or by
causing the Issuer to pay such amounts to the Holders.

SECTION 5.2  Waiver of Notice and Demand.

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



                                      -12-





SECTION 5.3  Obligations Not Affected.

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

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

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

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

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

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

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

          (g) to the extent permitted by law, any other circumstance whatsoever
     that might otherwise constitute a legal or equitable discharge or defense
     of a guarantor, it being the intent of this Section 5.3 that the
     obligations of the Guarantor hereunder shall be absolute and unconditional
     under any and all circumstances.

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


SECTION 5.4  Rights of Holders.

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



                                      -13-





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

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

SECTION 5.5  Guarantee of Payment.

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

SECTION 5.6  Subrogation.

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

SECTION 5.7  Independent Obligations.

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



                                      -14-





                                   ARTICLE VI
                    LIMITATION OF TRANSACTIONS; SUBORDINATION

SECTION 6.1  Limitation of Transactions.

         So long as any Preferred Securities remain outstanding, if there shall
have occurred any event that would constitute an Event of Default hereunder or
an Event of Default under the Declaration, then (a) the Guarantor shall not
declare or pay any dividend on, make any distributions with respect to, or
redeem, purchase, acquire or make a liquidation payment with respect to, any of
its capital stock or make any guarantee payment with respect thereto (other than
(i) repurchases, redemptions or other acquisitions of shares of capital stock of
the Guarantor in connection with any employment contract, benefit plan or other
similar arrangement with or for the benefit of employees, officers, directors or
consultants, (ii) as a result of a reclassification of the Guarantor's capital
stock, or the exchange or conversion of any class or series of the Guarantor's
capital stock for any other class or series of the Guarantor's capital stock,
(iii) the purchase of fractional interests in shares of the Guarantor's capital
stock pursuant to the conversion or exchange provisions of such capital stock or
the security being converted or exchanged or (iv) distribution of rights under
any shareholders' rights plan adopted by the Company) and (b) the Guarantor
shall not make any payment of interest on, or principal of (or premium, if any,
on), or repay, repurchase or redeem, any debt securities issued by the Guarantor
which rank pari passu with or junior to the Debentures and the Guarantor shall
not make any guarantee payments with respect thereto (other than pursuant to
this Preferred Security Guarantee); provided, however, the Guarantor may declare
and pay a stock dividend where the dividend stock is the same stock as that on
which the dividend is being paid.

SECTION 6.2  Ranking.

         This Preferred Securities Guarantee will constitute an unsecured
obligation of the Guarantor and will rank (i) subordinate and junior in right of
payment to all Senior Indebtedness (as defined in the Indenture) of the
Guarantor, (ii) pari passu with (A) the most senior preferred or preference
stock now or hereafter issued by the Guarantor, (B) any guarantee now or
hereafter entered into by the Guarantor in respect of any preferred or
preference stock or preferred trust security of any Affiliate of the Guarantor
and (C) those debt securities previously issued and from time to time issued and
outstanding as described in clause (D) of the proviso to the definition of
Senior Indebtedness set forth in the Indenture and (iii) senior to the
Guarantor's common stock.


                                      -15-






                                   ARTICLE VII
                                   TERMINATION

SECTION 7.1  Termination.

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

                                  ARTICLE VIII
                                 INDEMNIFICATION

SECTION 8.1  Exculpation.

     (a) No Indemnified Person shall be liable, responsible or accountable in
damages or otherwise to the Guarantor or any Covered Person for any loss, damage
or claim incurred by reason of any act or omission performed or omitted by such
Indemnified Person in good faith in accordance with this Preferred Securities
Guarantee and in a manner that such Indemnified Person reasonably believed to be
within the scope of the authority conferred on such Indemnified Person by this
Preferred Securities Guarantee or by law, except that an Indemnified Person
shall be liable for any such loss, damage or claim incurred by reason of such
Indemnified Person's negligence or willful misconduct with respect to such acts
or omissions.

     (b) An Indemnified Person shall be fully protected in relying in good faith
upon the records of the Guarantor and upon such information, opinions, reports
or statements presented to the Guarantor by any Person as to matters the
Indemnified Person reasonably believes are within such other Person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Guarantor, including information, opinions, reports or
statements as to the value and amount of the assets, liabilities, profits,
losses, or any other facts pertinent to the existence and amount of assets from
which Distributions to Holders might properly be paid.

SECTION 8.2  Indemnification.

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



                                      -16-






     (b) To the fullest extent permitted by applicable law, reasonable expenses
(including legal fees) incurred by an Indemnified Person in defending any claim,
demand, action, suit or proceeding shall, from time to time, be advanced by the
Guarantor prior to the final disposition of such claim, demand, action, suit or
proceeding upon receipt by the Guarantor of an undertaking by or on behalf of
the Indemnified Person to repay such amount if it shall be determined that the
Indemnified Person is not entitled to be indemnified as authorized in Section
8.2(a).

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

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

                                   ARTICLE IX
                                 MISCELLANEOUS

SECTION 9.1  Successors and Assigns.

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

SECTION 9.2  Amendments.

         Except with respect to any changes that do not adversely affect the
rights of Holders (in which case no consent of Holders will be required), this
Preferred Securities Guarantee may be amended only with the prior approval of
the Holders of not less than a Majority in aggregate liquidation amount
(including the stated amount that would be paid on redemption, liquidation or
otherwise, plus accrued and unpaid Distributions to the date upon which the
voting percentages are determined) of all the outstanding Preferred Securities.
The provisions of Section 12.2 of the Declaration with respect to meetings of
Holders apply to the giving of such approval. This Preferred Securities
Guarantee may not be amended, and no amendment hereof that affects the Preferred
Guarantee Trustee's rights, duties or immunities hereunder or otherwise shall be
effective, unless such amendment is executed by the Preferred Guarantee Trustee
(which shall have no obligation to execute any such amendment, but may do so in
its sole discretion).


                                      -17-






SECTION 9.3  Notices.

     All notices provided for in this Preferred Securities Guarantee shall be in
writing, duly signed by the party giving such notice, and shall be delivered,
telecopied or mailed by registered or certified mail, as follows:

     (a) If given to the Preferred Guarantee Trustee, at the Preferred Guarantee
Trustee's mailing address set forth below (or such other address as the
Preferred Guarantee Trustee may give notice of to the Holders): JPMorgan Chase
Bank, 450 West 33rd Street, 15th Floor, New York, NY 10001, Attention:
Institutional Trust Services.

     (b) If given to the Guarantor, at the Guarantor's mailing address set forth
below (or such other address as the Guarantor may give notice of to the Holders)
St. Paul Companies, Inc., 385 Washington Street, St. Paul, Minnesota 55102,
Attention: Bruce A. Backberg, with a copy to the attention of the Treasurer at
such address.

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

         All such notices shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid except that if a notice or other document is refused delivery or
cannot be delivered because of a changed address of which no notice was given,
such notice or other document shall be deemed to have been delivered on the date
of such refusal or inability to deliver.

SECTION 9.4  Benefit.

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

SECTION 9.5  Governing Law.

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



                                      -18-






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


                                       THE ST. PAUL COMNPANIES,INC.,
                                       as Guarantor


                                       By:
                                           -------------------------------------
                                           Name:  Bruce A. Backberg
                                           Title: Senior Vice President





                                       JPMORGAN CHASE BANK,
                                       as Preferred Guarantee Trustee


                                       By:
                                           -------------------------------------
                                           Name:  Joanne Adamis
                                           Title: Authorized Officer





                                      -19-

EX-4.17

                                                                    Exhibit 4.17


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









                      COMMON SECURITIES GUARANTEE AGREEMENT



                            ST. PAUL CAPITAL TRUST II




























                           DATED AS OF _________, 200_



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













                                TABLE OF CONTENTS


                                                                                                   
                                    ARTICLE I

                         Definitions and Interpretation

SECTION 1.1         Definitions and Interpretation.......................................................1
SECTION 1.2         Interpretation.......................................................................2

                                   ARTICLE II

                                    Guarantee

SECTION 2.1         Guarantee............................................................................3
SECTION 2.2         Waiver of Notice and Demand..........................................................3
SECTION 2.3         Obligations Not Affected.............................................................3
SECTION 2.4         Rights of Holders....................................................................4
SECTION 2.5         Guarantee of Payment.................................................................4
SECTION 2.6         Subrogation..........................................................................4
SECTION 2.7         Independent Obligations..............................................................4

                                   ARTICLE III

                    Limitation of Transactions; Subordination

SECTION 3.1         Limitation of Transactions...........................................................4
SECTION 3.2         Ranking..............................................................................5

                                   ARTICLE IV

                                   Termination

SECTION 4.1         Termination..........................................................................5

                                    ARTICLE V

                                  Miscellaneous

SECTION 5.1         Successors and Assigns...............................................................5
SECTION 5.2         Amendments...........................................................................5
SECTION 5.3         Notices..............................................................................6
SECTION 5.4         Benefit..............................................................................6
SECTION 5.5         Governing Law........................................................................6





                                       -i-











                      COMMON SECURITIES GUARANTEE AGREEMENT

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

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

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

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

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

                                    ARTICLE I

                         DEFINITIONS AND INTERPRETATION

SECTION 1.1  Definitions and Interpretation

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

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

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

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










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

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

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

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

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

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

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

SECTION 1.2  Interpretation

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



                                      -2-







                                   ARTICLE II

                                   GUARANTEE


SECTION 2.1 Guarantee

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

SECTION 2.2  Waiver of Notice and Demand

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

SECTION 2.3  Obligations Not Affected

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

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

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

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

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

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

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



                                      -3-






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

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

SECTION 2.4  Rights of Holders

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

SECTION 2.5  Guarantee of Payment

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

SECTION 2.6   Subrogation

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

SECTION 2.7  Independent Obligations

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

                                  ARTICLE III


                    LIMITATION OF TRANSACTIONS; SUBORDINATION

SECTION 3.1  Limitation of Transactions

          So long as any Common Securities remain outstanding, if there shall
have occurred any event that would constitute an Event of Default or an event of
default under the Declaration, then (a) the Guarantor shall not declare or pay
any dividend on, make any distributions with respect to, or redeem, purchase,
acquire or make a liquidation payment with respect to, any of its capital stock
(other than (i) repurchases, redemptions or other acquisitions of shares of
capital stock of the Guarantor in connection with any employment contract,
benefit plan or other similar arrangement with or for the benefit of employees,
officers, directors or consultants, (ii) as a result of a reclassification of
the Guarantor's capital stock, or the exchange or conversion of any class or
series of the Guarantor's capital stock for any other class or series of the
Guarantor's capital stock, (iii) the purchase of fractional



                                      -4-






interests in shares of the Guarantor's capital stock pursuant to the conversion
or exchange provisions of such capital stock or the security being converted or
exchanged, or (iv) distributions of rights under any shareholders rights plan
adopted by the Guarantor) or make any guarantee payment with respect thereto and
(b) the Guarantor shall not make any payment of interest on, or principal of (or
premium, if any, on), or repay, repurchase or redeem, any debt securities issued
by the Guarantor which rank pari passu with or junior to the Debentures and the
Guarantor shall not make any guarantee payments with respect thereto (other than
pursuant to the Preferred Security Guarantee); provided, however, the Guarantor
may declare and pay a stock dividend where the dividend stock is the same stock
as that on which the dividend is being paid.

SECTION 3.2  Ranking

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

                                    ARTICLE IV

                                   TERMINATION

SECTION 4.1  Termination

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

                                   ARTICLE V

                                MISCELLANEOUS

SECTION 5.1  Successors and Assigns

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

SECTION 5.2  Amendments

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



                                      -5-





SECTION 5.3  Notices

          All notices provided for in this Common Securities Guarantee shall be
     in writing, duly signed by the party giving such notice, and shall be
     delivered, telecopied or mailed by registered or certified mail, as
     follows:

          (a) if given to the Issuer, in care of the Regular Trustee at the
     Issuer's mailing address set forth below (or such other address as the
     Issuer may give notice of to the Holders of the Common Securities):

                           St. Paul Capital Trust II
                           c/o The St. Paul Companies, Inc.
                           385 Washington Street
                           St. Paul, Minnesota 55102
                           Attention: Bruce A. Backberg

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

                           The St. Paul Companies, Inc.
                           385 Washington Street
                           St. Paul, Minnesota 55102
                           Attention: Bruce A. Backberg

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

                  All such notices shall be deemed to have been given when
received in person, telecopied with receipt confirmed, or mailed by first class
mail, postage prepaid except that if a notice or other document is refused
delivery or cannot be delivered because of a changed address of which no notice
was given, such notice or other document shall be deemed to have been delivered
on the date of such refusal or inability to deliver.

SECTION 5.4  Benefit

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

SECTION 5.5  Governing Law

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




                                      -6-




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


                                       THE ST. PAUL COMPANIES, INC.,
                                       as Guarantor


                                       By:
                                          --------------------------------------
                                          Name:  Bruce A. Backberg
                                          Title: Senior Vice President


                                       ST. PAUL CAPITAL TRUST II,
                                       as Issuer


                                       By:
                                           -------------------------------------
                                           Name:  Bruce A. Backberg
                                           Title: Regular Trustee





                                      -7-

EX-5.1

                                                                     Exhibit 5.1





                                                               November 21, 2001




The St. Paul Companies, Inc.,
      385 Washington Street,
           St. Paul, Minnesota  55102.

St. Paul Capital Trust II,
      c/o The St. Paul Companies, Inc.,
           385 Washington Street,
                St. Paul, Minnesota  55102.

Dear Sirs:

     In connection with the registration under the Securities Act of 1933 (the
"Act") of $1,001,000,000 aggregate amount of (a) senior and subordinated debt
securities; preferred stock; depositary shares; common stock, without par value;
warrants; stock purchase contracts and units (collectively the "Securities") of
The St. Paul Companies, Inc., a Minnesota corporation (the "Corporation"); (b)
preferred securities (the "Preferred Securities") representing an undivided
beneficial interest in the assets of St. Paul Capital Trust II, a Delaware
business trust (the "Trust"); and (c) the guarantee by the Corporation, on a
subordinated basis, of the payment of distributions and the redemption or
liquidation price of the Preferred Securities (the "Guarantee"), I, as legal
counsel to the Corporation, have examined such corporate records, certificates
and other documents and such questions of law, as I have considered necessary or
appropriate for the purposes of this opinion.

     Upon the basis of such examination, I advise you that, in my opinion:

     (1) Debt Securities. When the Registration Statement has become effective
under the Act, the indentures relating to the senior and subordinated debt
securities have been duly authorized, executed and delivered substantially in
the forms filed as exhibits to the Registration Statement, the terms of the
senior or subordinated debt securities, as the case may be, to be issued under
an indenture and the terms of their issuance and sale have been duly established
by all necessary corporate action in conformity with the applicable indenture so
as not to violate any applicable law or result in a default under or breach of
any agreement or instrument binding upon the Corporation and so as to comply
with any requirement or restriction imposed by any court or governmental body
having jurisdiction over the Corporation and the senior or subordinated debt
securities, as the case may be, have been duly authorized, executed and
authenticated in accordance with the applicable indenture and issued and sold as
contemplated in the Registration Statement, the senior or subordinated debt
securities, as the case may be, will constitute valid and legally binding
obligations of the Corporation, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity principles. The
senior and subordinated debt securities covered by the opinion in this paragraph
include any senior or subordinated debt securities, as the case may be, that may
be issued upon exercise or otherwise pursuant to the terms of any other
Securities.





The St. Paul Companies, Inc.
St. Paul Capital Trust II                                                 -2-




     (2) Preferred Stock. When the Registration Statement has become effective
under the Act, the terms of the preferred stock and of its issuance and sale
have been duly established by all necessary corporate action in conformity with
the Corporation's restated articles of incorporation so as not to violate any
applicable law or result in a default under or breach of any agreement or
instrument binding upon the Corporation and so as to comply with any requirement
or restriction imposed by any court or governmental body having jurisdiction
over the Corporation, an appropriate certificate of designation or statement, as
applicable, with respect to the preferred stock to be issued and sold has been
duly filed with the Secretary of State of the State of Minnesota and when the
preferred stock has been duly authorized, issued and sold as contemplated by the
Registration Statement, the preferred stock will be validly issued, fully paid
and non-assessable. The preferred stock covered in the opinion in this paragraph
includes any preferred stock that may be represented by depositary shares or may
be issued upon exercise or otherwise pursuant to the terms of any other
Securities.

     (3) Depositary Shares. When the Registration Statement has become effective
under the Act, the terms of the deposit agreement under which the depositary
shares are to be issued have been duly established and the deposit agreement has
been duly authorized, executed and delivered, the terms of the depositary shares
and of their issuance and sale have been duly established by all necessary
corporate action in conformity with the deposit agreement so as not to violate
any applicable law or result in a default under or breach of any agreement or
instrument binding upon the Corporation and so as to comply with any requirement
or restriction imposed by any court or governmental body having jurisdiction
over the Corporation, the preferred stock represented by the depositary shares
has been duly delivered to the depositary and the depositary receipts evidencing
the depositary shares have been duly issued against deposit of the preferred
stock in accordance with the deposit agreement and authorized, issued and sold
as contemplated by the Registration Statement, the depositary receipts
evidencing the depositary shares will be validly issued and will entitle the
holders thereof to the rights specified in the depositary shares and the deposit
agreement, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors' rights and to general equity principles. The depositary
shares covered by the opinion in this paragraph include any depositary shares
that may be issued upon exercise or otherwise pursuant to the terms of any other
Securities.

     (4) Common Stock. When the Registration Statement has become effective
under the Act, the terms of the sale of the common stock have been duly
established by all necessary corporate action in conformity with the
Corporation's restated articles of incorporation so as not to violate any
applicable law or result in a default under or breach of any agreement or
instrument binding upon the Corporation and so as to comply with any requirement
or restriction imposed by any court or governmental body having jurisdiction
over the Corporation, and the common stock has been duly authorized, issued and
sold as contemplated by the Registration Statement, the common stock will be
validly issued, fully paid and non-assessable. The common stock covered in the
opinion in this paragraph includes any common stock that may be issued upon
exercise or otherwise pursuant to the terms of any other Securities.



The St. Paul Companies, Inc.
St. Paul Capital Trust II                                                 -3-




     (5) Warrants. When the Registration Statement has become effective under
the Act, the terms of the warrant agreement under which the warrants are to be
issued have been duly established and the warrant agreement has been duly
authorized, executed and delivered, the terms of such warrants and of their
issuance and sale have been duly established by all necessary corporate action
in conformity with the warrant agreement so as not to violate any applicable law
or result in a default under or breach of any agreement or instrument binding
upon the Corporation and so as to comply with any requirement or restriction
imposed by any court or governmental body having jurisdiction over the
Corporation and such warrants have been duly authorized, executed and
authenticated in accordance with the warrant agreement and issued and sold as
contemplated in the Registration Statement, such warrants will constitute valid
and legally binding obligations of the Corporation, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights and to general
equity principles. The warrants covered by the opinion in this paragraph include
any warrants that may be issued pursuant to the terms of any other Securities.

     (6) Stock Purchase Contracts. When the Registration Statement has become
effective under the Act, the terms of the stock purchase contract agreement
under which the stock purchase contracts are to be issued have been duly
established and the stock purchase contract agreement has been duly authorized,
executed and delivered, the terms of the stock purchase contracts and of their
issuance and sale have been duly established by all necessary corporate action
in conformity with the stock purchase contract agreement so as not to violate
any applicable law or result in a default under or breach of any agreement or
instrument binding upon the Corporation and so as to comply with any requirement
or restriction imposed by any court or governmental body having jurisdiction
over the Corporation and the stock purchase contracts have been duly authorized,
executed and authenticated in accordance with the stock purchase contract
agreement and issued and sold as contemplated in the Registration Statement, the
stock purchase contracts will constitute valid and legally binding obligations
of the Corporation, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors' rights and to general equity principles. The stock
purchase contracts covered by the opinion in this paragraph include any stock
purchase contracts that may be issued pursuant to the terms of any other
Securities.

     (7) Units. When the Registration Statement has become effective under the
Act, the terms of the unit agreement under which the units are to be issued have
been duly established and the unit agreement has been duly authorized, executed
and delivered, the terms of the units and of their issuance and sale have been
duly established by all necessary corporate action in conformity with the unit
agreement so as not to violate any applicable law or result in a default under
or breach of any agreement or instrument binding upon the Corporation and so as
to comply with any requirement or restriction imposed by any court or
governmental body having jurisdiction over the Corporation and the units have
been duly authorized, executed and authenticated in accordance with the unit
agreement and issued and sold as contemplated in the Registration Statement, the
units will constitute valid and legally binding obligations of the Corporation,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles. The units covered by the
opinion in this paragraph include any units that may be issued upon exercise or
otherwise pursuant to the terms of any other Securities.




The St. Paul Companies, Inc.
St. Paul Capital Trust II                                                 -4-



     (8) Guarantee. When the Registration Statement has become effective under
the Act, the terms of the guarantee agreement under which the Guarantee is to be
issued have been duly established by all necessary corporate action so as not to
violate any applicable law or result in a default under or breach of any
agreement or instrument binding upon the Corporation and so as to comply with
any requirement or restriction imposed by any court or governmental body having
jurisdiction over the Corporation, the guarantee agreement has been duly
authorized, executed and delivered, and the Preferred Securities entitled to the
benefit of the guarantee agreement have been duly authorized, issued and sold as
contemplated in the Registration Statement, the Guarantee will constitute a
valid and legally binding obligation of the Corporation, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights and to general
equity principles.

     I note that, as of the date of this opinion, a judgment for money in an
action based on a Security denominated in a foreign currency or currency unit in
a Federal or state court in the United States ordinarily would be enforced in
the United States only in United States dollars. The date used to determine the
rate of conversion of the foreign currency or currency unit in which a
particular Security is denominated into United States dollars will depend upon
various factors, including which court renders judgment. In the case of a
Security denominated in a foreign currency, a state court in the State of New
York rendering a judgment on such Security would be required under Section 27 of
the New York Judiciary Law to render such judgment in the foreign currency in
which the Security is denominated, and such judgment would be converted into
United States dollars at the exchange rate prevailing on the date of entry of
the judgment.

     The foregoing opinion is limited to the Federal laws of the United States
and the laws of the States of New York and Minnesota, and I am expressing no
opinion as to the effect of the laws of any other jurisdiction. With respect to
all matters of New York law, I have relied upon the opinion, dated the date
hereof, of Sullivan & Cromwell, and my opinion is subject to the same
assumptions, qualifications and limitations with respect to such matters as are
contained in such opinion of Sullivan & Cromwell.

     Also, I have relied as to certain matters on information obtained from
public officials, officers of the Corporation and other sources believed by me
to be responsible.

     I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to me under the heading "Validity
of Securities" in the Prospectus. In giving such consent, I do not thereby admit
that I am in the category of persons whose consent is required under Section 7
of the Act.

                                       Very truly yours,


                                       /s/ Bruce A. Backberg

EX-5.2

                                                                     Exhibit 5.2





                                November 21, 2001



St. Paul Capital Trust II
c/o The St. Paul Companies, Inc.
385 Washington Street
St. Paul, Minnesota 55102

     Re: St. Paul Capital Trust II

Ladies and Gentlemen:

     We have acted as special Delaware counsel for The St. Paul Companies, Inc.,
a Minnesota corporation (the "Company"), and St. Paul Capital Trust II, a
Delaware business trust (the "Trust"), in connection with the matters set forth
herein. At your request, this opinion is being furnished to you.

     For purposes of giving the opinions hereinafter set forth, our examination
of documents has been limited to the examination of originals or copies of the
following:

     (a) The Certificate of Trust of the Trust, dated November 14, 2001, as
filed with the office of the Secretary of State of the State of Delaware (the
"Secretary of State") on November 14, 2001;

     (b) The Declaration of Trust of the Trust, dated as of November 14, 2001,
between the Company, as Sponsor, and the trustees of the Trust named therein;

     (c) The Registration Statement (the "Registration Statement") on Form S-3,
including a prospectus (the "Prospectus"), relating to the Preferred Securities
of the Trust representing preferred undivided beneficial interests in the assets
of the Trust (each, a "Preferred Security" and collectively, the "Preferred
Securities"), filed by the Company and the Trust with the Securities and
Exchange Commission (the "SEC") on or about November 21, 2001;

     (d) A form of Amended and Restated Declaration of Trust for the Trust, to
be entered into between the Company, the trustees of the Trust named therein,
and the holders, from time to time, of undivided beneficial interests in the
assets of the Trust (including Annex I and Exhibits A-1 and A-2 thereto) (the
"Trust Agreement"), attached as an exhibit to the Registration Statement; and






St. Paul Capital Trust II
November 21, 2001
Page 2



     (e) A Certificate of Good Standing for the Trust, dated November 21, 2001,
obtained from the Secretary of State.

     Initially capitalized terms used herein and not otherwise defined are used
as defined in the Trust Agreement.

     For purposes of this opinion, we have not reviewed any documents other than
the documents listed in paragraphs (a) through (e) above. In particular, we have
not reviewed any document (other than the documents listed in paragraphs (a)
through (e) above) that is referred to in or incorporated by reference into the
documents reviewed by us. We have assumed that there exists no provision in any
document that we have not reviewed that is inconsistent with the opinions stated
herein. We have conducted no independent factual investigation of our own but
rather have relied solely upon the foregoing documents, the statements and
information set forth therein and the additional matters recited or assumed
herein, all of which we have assumed to be true, complete and accurate in all
material respects.

     With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.

     For purposes of this opinion, we have assumed (i) that the Trust Agreement
and the Certificate of Trust are in full force and effect and have not been
amended, (ii) except to the extent provided in paragraph 1 below, the due
creation, due organization or due formation, as the case may be, and valid
existence in good standing of each party to the documents examined by us under
the laws of the jurisdiction governing its creation, organization or formation,
(iii) the legal capacity of natural persons who are parties to the documents
examined by us, (iv) that each of the parties to the documents examined by us
has the power and authority to execute and deliver, and to perform its
obligations under, such documents, (v) the due authorization, execution and
delivery by all parties thereto of all documents examined by us, (vi) the
receipt by each Person to whom a Preferred Security is to be issued by the Trust
(collectively, the "Preferred Security Holders") of a Preferred Security
Certificate for such Preferred Security and the payment for such Preferred
Security, in accordance with the Trust Agreement and the Registration Statement,
and (vii) that the Preferred Securities are issued and sold to the Preferred
Security Holders in accordance with the Trust Agreement and the Registration
Statement. We have not participated in the preparation of the Registration
Statement and assume no responsibility for its contents.

     This opinion is limited to the laws of the State of Delaware (excluding the
securities laws of the State of Delaware), and we have not considered and
express no opinion on the laws of any other jurisdiction, including federal laws
and rules and regulations relating thereto. Our opinions are rendered only with
respect to Delaware laws and rules, regulations and orders thereunder which are
currently in effect.






St. Paul Capital Trust II
November 21, 2001
Page 3



     Based upon the foregoing, and upon our examination of such questions of law
and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:

     1. The Trust has been duly created and is validly existing in good standing
as a business trust under the Delaware Business Trust Act.

     2. The Preferred Securities will represent valid and, subject to the
qualifications set forth in paragraph 3 below, fully paid and nonassessable
undivided beneficial interests in the assets of the Trust.

     3. The Preferred Security Holders, as beneficial owners of the Trust, will
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. We note that the Preferred Security
Holders may be obligated to make payments as set forth in the Trust Agreement.

     We consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement. In addition, we hereby
consent to the use of our name under the heading "Validity of Securities" in the
Prospectus. In giving the foregoing consents, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder. Except as stated above, without
our prior written consent, this opinion may not be furnished or quoted to, or
relied upon by, any other person for any purpose.


                                       Very truly yours,



                                       /s/ Richards, Layton & Finger, P.A.

EX-5.3

                                                                     Exhibit 5.3




                                                               November 21, 2001




The St. Paul Companies, Inc.,
      385 Washington Street,
           St. Paul, Minnesota  55102.

St. Paul Capital Trust II,
      c/o The St. Paul Companies, Inc.,
           385 Washington Street,
                St. Paul, Minnesota  55102.

Dear Sirs:

         In connection with the registration under the Securities Act of 1933
(the "Act") of $1,001,000,000 aggregate amount of (a) senior and subordinated
debt securities; preferred stock; depositary shares; common stock, without par
value; warrants; stock purchase contracts and units (the senior and subordinated
debt securities, the depositary shares, the warrants, the stock purchase
contracts and the units, collectively, referred to herein as the "Securities")
of The St. Paul Companies, Inc., a Minnesota corporation (the "Corporation");





                                                                             -2-
The St. Paul Companies, Inc.
St. Paul Capital Trust II



(b) preferred securities (the "Preferred Securities") representing an undivided
beneficial interest in the assets of St. Paul Capital Trust II, a Delaware
business trust (the "Trust"); and (c) the guarantee by the Corporation, on a
subordinated basis, of the payment of distributions and the redemption or
liquidation price of the Preferred Securities (the "Guarantee"), we, as your
special counsel, have examined such corporate records, certificates and other
documents and such questions of law, as we have considered necessary or
appropriate for the purposes of this opinion.

         Upon the basis of such examination, we advise you that, in our opinion:

         (1) Debt Securities. When the Registration Statement has become
effective under the Act, the indentures relating to the senior and subordinated
debt securities have been duly authorized, executed and delivered substantially
in the forms filed as exhibits to the Registration Statement, the terms of the
senior or subordinated debt securities, as the case may be, to be




                                                                             -3-
The St. Paul Companies, Inc.
St. Paul Capital Trust II


issued under an indenture and of their issuance and sale have been duly
established by all necessary corporate action in conformity with the applicable
indenture so as not to violate any applicable law or result in a default under
or breach of any agreement or instrument binding upon the Corporation and so as
to comply with any requirement or restriction imposed by any court or
governmental body having jurisdiction over the Corporation and the senior or
subordinated debt securities, as the case may be, have been duly authorized,
executed and authenticated in accordance with the applicable indenture and
issued and sold as contemplated in the Registration Statement, the senior or
subordinated debt securities, as the case may be, will constitute valid and
legally binding obligations of the Corporation, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights and to general
equity principles. The senior and subordinated debt securities covered by the
opinion in this paragraph include any senior or subordinated debt securities, as
the case may be, that may be issued upon exercise or otherwise pursuant to the
terms of any other Securities.





                                                                             -4-
The St. Paul Companies, Inc.
St. Paul Capital Trust II


         (2) Depositary Shares. When the Registration Statement has become
effective under the Act, the terms of the deposit agreement under which the
depositary shares are to be issued have been duly established and the deposit
agreement has been duly authorized, executed and delivered, the terms of the
depositary shares and of their issuance and sale have been duly established by
all necessary corporate action in conformity with the deposit agreement so as
not to violate any applicable law or result in a default under or breach of any
agreement or instrument binding upon the Corporation and so as to comply with
any requirement or restriction imposed by any court or governmental body having
jurisdiction over the Corporation, the preferred stock represented by the
depositary shares has been duly delivered to the depositary and the depositary
receipts evidencing the depositary shares have been duly issued against deposit
of the preferred stock in accordance with the deposit agreement and authorized,
issued and sold as contemplated by the Registration




                                                                             -5-
The St. Paul Companies, Inc.
St. Paul Capital Trust II


Statement, the depositary receipts evidencing the depositary shares will be
validly issued and will entitle the holders thereof to the rights specified in
the depositary shares and the deposit agreement, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights and to general
equity principles. The depositary shares covered by the opinion in this
paragraph include any depositary shares that may be issued upon exercise or
otherwise pursuant to the terms of any other Securities.

         (3) Warrants. When the Registration Statement has become effective
under the Act, the terms of the warrant agreement under which the warrants are
to be issued have been duly established and the warrant agreement has been duly
authorized, executed and delivered, the terms of such warrants and of their
issuance and sale have been duly established by all necessary corporate action
in conformity with the warrant agreement so as not to violate any applicable law
or result in a default under or breach of any agreement or instrument binding
upon the Corporation




                                                                             -6-
The St. Paul Companies, Inc.
St. Paul Capital Trust II



and so as to comply with any requirement or restriction imposed by any court or
governmental body having jurisdiction over the Corporation and such warrants
have been duly authorized, executed and authenticated in accordance with the
warrant agreement and issued and sold as contemplated in the Registration
Statement, such warrants will constitute valid and legally binding obligations
of the Corporation, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors' rights and to general equity principles. The warrants
covered by the opinion in this paragraph include any warrants that may be issued
pursuant to the terms of any other Securities.

         (4) Stock Purchase Contracts. When the Registration Statement has
become effective under the Act, the terms of the stock purchase contract
agreement under which the stock purchase contracts are to be issued have been
duly established and the stock purchase contract agreement has been duly
authorized, executed and delivered, the terms of the stock purchase contracts
and of their




                                                                             -7-
The St. Paul Companies, Inc.
St. Paul Capital Trust II


issuance and sale have been duly established by all necessary corporate action
in conformity with the stock purchase contract agreement so as not to violate
any applicable law or result in a default under or breach of any agreement or
instrument binding upon the Corporation and so as to comply with any requirement
or restriction imposed by any court or governmental body having jurisdiction
over the Corporation and the stock purchase contracts have been duly authorized,
executed and authenticated in accordance with the stock purchase contract
agreement and issued and sold as contemplated in the Registration Statement, the
stock purchase contracts will constitute valid and legally binding obligations
of the Corporation, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors' rights and to general equity principles. The stock
purchase contracts covered by the opinion in this paragraph include any stock
purchase contracts that may be issued pursuant to the terms of any other
Securities.





                                                                             -8-
The St. Paul Companies, Inc.
St. Paul Capital Trust II


         (5) Units. When the Registration Statement has become effective under
the Act, the terms of the unit agreement under which the units are to be issued
have been duly established and the unit agreement has been duly authorized,
executed and delivered, the terms of the units and of their issuance and sale
have been duly established by all necessary corporate action in conformity with
the unit agreement so as not to violate any applicable law or result in a
default under or breach of any agreement or instrument binding upon the
Corporation and so as to comply with any requirement or restriction imposed by
any court or governmental body having jurisdiction over the Corporation and the
units have been duly authorized, executed and authenticated in accordance with
the unit agreement and issued and sold as contemplated in the Registration
Statement, the units will constitute valid and legally binding obligations of
the Corporation, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors' rights and to general equity principles. The units
covered by the opinion in this paragraph include any units that may be issued
upon exercise or otherwise pursuant to the terms of any other Securities.




                                                                             -9-
The St. Paul Companies, Inc.
St. Paul Capital Trust II



         (6) Guarantee. When the Registration Statement has become effective
under the Act, the terms of the guarantee agreement under which the Guarantee is
to be issued have been duly established by all necessary corporate action so as
not to violate any applicable law or result in a default under or breach of any
agreement or instrument binding upon the Corporation and so as to comply with
any requirement or restriction imposed by any court or governmental body having
jurisdiction over the Corporation, the guarantee agreement has been duly
authorized, executed and delivered, and the Preferred Securities entitled to the
benefit of the guarantee agreement have been duly authorized, issued and sold as
contemplated in the Registration Statement, the Guarantee will constitute a
valid and legally binding obligation of the Corporation, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights and to general
equity principles.




                                                                            -10-
The St. Paul Companies, Inc.
St. Paul Capital Trust II


         We note that, as of the date of this opinion, a judgment for money in
an action based on a Security denominated in a foreign currency or currency unit
in a Federal or state court in the United States ordinarily would be enforced in
the United States only in United States dollars. The date used to determine the
rate of conversion of the foreign currency or currency unit in which a
particular Security is denominated into United States dollars will depend upon
various factors, including which court renders judgment. In the case of a
Security denominated in a foreign currency, a state court in the State of New
York rendering a judgment on such Security would be required under Section 27 of
the New York Judiciary Law to render such judgment in the foreign currency in
which the Security is denominated, and such judgment would be converted into
United States dollars at the exchange rate prevailing on the date of entry of
the judgment.

         The foregoing opinion is limited to the Federal laws of the United
States and the laws of the States of New York and Minnesota, and we are
expressing no opinion as to




                                                                            -11-
The St. Paul Companies, Inc.
St. Paul Capital Trust II


the effect of the laws of any other jurisdiction. With respect to all matters of
Minnesota law, we have relied upon the opinion, dated the date hereof, of Bruce
A. Backberg, Senior Vice President of the Corporation, and our opinion is
subject to the same assumptions, qualifications and limitations with respect to
such matters as are contained in such opinion of Mr. Backberg.

         Also, we have relied as to certain matters on information obtained from
public officials, officers of the Corporation and other sources believed by us
to be responsible.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to us under the heading "Validity
of Securities" in the Prospectus. In giving such consent, we do not thereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Act.

                                           Very truly yours,


                                           /s/ Sullivan & Cromwell

EX-12

                                                                      Exhibit 12


THE ST. PAUL COMPANIES, INC. AND SUBSIDIARIES
Computation of Ratios
(In millions, except ratios)




                                                 2000      1999       1998       1997      1996
                                                ------    ------     ------     ------    ------
                                                                           
EARNINGS:

 Income from continuing operations
      before income taxes                       $1,401      $951       $100     $1,356    $1,331
Add: fixed charges                                 174       175        153        150       139
                                                ------    ------     ------     ------    ------
        Income, as adjusted                     $1,575    $1,126       $253     $1,506    $1,470
                                                ======    ======     ======     ======    ======

FIXED CHARGES AND PREFERRED DIVIDENDS:

Interest expense and amortization                 $116       $99        $75        $87       $87
Dividends on preferred capital securities           31        36         38         33        13
Rental expense (1)                                  27        40         40         30        39
                                                ------    ------     ------     ------    ------
        Total fixed charges                        174       175        153        150       139


Preferred stock dividend requirements               15        16         13         20        38
                                                ======    ======     ======     ======    ======

         Total fixed charges and preferred
          stock dividend requirements              189       191        166        170       177
                                                ======    ======     ======     ======    ======

Ratio of earnings to fixed charges                9.03      6.43       1.65      10.06     10.59
                                                ======    ======     ======     ======    ======

Ratio of earnings to combined fixed charges
     and preferred stock dividend requirements    8.32      5.88       1.52       8.88      8.31
                                                ======    ======     ======     ======    ======


- ----------
(1) Interest portion deemed implicit in total rent expense.

EX-23.1

                                                                    Exhibit 23.1


                         INDEPENDENT AUDITORS' CONSENT


The Board of Directors
The St. Paul Companies, Inc.

We consent to incorporation by reference in the registration statement on Form
S-3 of the St. Paul Capital Trust II and The St. Paul Companies, Inc., of our
reports dated January 23, 2001, relating to the consolidated balance sheets of
The St. Paul Companies, Inc. and subsidiaries as of December 31, 2000 and 1999,
and the related consolidated statements of income, shareholders' equity,
comprehensive income and cash flows for each of the years in the three-year
period ended December 31, 2000 and related schedules I through V, which reports
appear or are incorporated by reference in the December 31, 2000 annual report
on Form 10-K of The St. Paul Companies, Inc. and to the reference to our firm
under the heading "Experts" in the prospectus. Our report refers to a change in
the Company's method of accounting for insurance-related assessments.


/s/ KPMG LLP

Minneapolis, Minnesota
November 21, 2001

EX-24

                                                                      Exhibit 24



                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of The St.
Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby make,
nominate and appoint Jay Fishman, Thomas Bradley, Thomas Bergmann, John MacColl
and Bruce Backberg, and each of them, with full powers to act without the
others, as my true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for me and in my name, place and stead, in any
and all capacities, to sign on my behalf a Registration Statement on Form S-3
for the registration of $1,000,000 of senior debt securities of The St. Paul,
subordinated debt securities of The St. Paul, preferred stock of The St. Paul,
depositary shares of The St. Paul, common stock of The St. Paul, warrants of The
St. Paul, trust preferred securities to be issued by St. Paul Capital Trust II,
a Delaware business trust established by The St. Paul, and a guarantee of The
St. Paul relating to the trust preferred securities, such Registration Statement
to constitute a post-effective amendment to The St. Paul's existing
$1,000,000,000 debt shelf registration statement (No. 333-44122) (together, the
"Registration Statements") under the authority granted by the Board of Directors
of The St. Paul by its unanimous written consent dated November 16, 2001, to be
filed with the Securities and Exchange Commission by The St. Paul and St. Paul
Capital Trust II, and any and all amendments (including post-effective
amendments) to the Registration Statements, and any related registration
statements to be filed pursuant to Rule 462(b) under the Securities Act of 1933,
as amended (each, a "Rule 462(b) Registration Statement") and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, provided that the Registration Statements
and any amendment thereto (and any Rule 462(b) Registration Statement), in their
final form, are reviewed by said attorney-in-fact, and shall have the same force
and effect as though I had manually signed such Registration Statement or Rule
462(b) Registration Statement.


                                    Signature: /s/ H. Furlong Baldwin
                                              ----------------------------------

                                    Name: H. Furlong Baldwin







                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of The St.
Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby make,
nominate and appoint Jay Fishman, Thomas Bradley, Thomas Bergmann, John MacColl
and Bruce Backberg, and each of them, with full powers to act without the
others, as my true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for me and in my name, place and stead, in any
and all capacities, to sign on my behalf a Registration Statement on Form S-3
for the registration of $1,000,000 of senior debt securities of The St. Paul,
subordinated debt securities of The St. Paul, preferred stock of The St. Paul,
depositary shares of The St. Paul, common stock of The St. Paul, warrants of The
St. Paul, trust preferred securities to be issued by St. Paul Capital Trust II,
a Delaware business trust established by The St. Paul, and a guarantee of The
St. Paul relating to the trust preferred securities, such Registration Statement
to constitute a post-effective amendment to The St. Paul's existing
$1,000,000,000 debt shelf registration statement (No. 333-44122) (together, the
"Registration Statements") under the authority granted by the Board of Directors
of The St. Paul by its unanimous written consent dated November 16, 2001, to be
filed with the Securities and Exchange Commission by The St. Paul and St. Paul
Capital Trust II, and any and all amendments (including post-effective
amendments) to the Registration Statements, and any related registration
statements to be filed pursuant to Rule 462(b) under the Securities Act of 1933,
as amended (each, a "Rule 462(b) Registration Statement") and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, provided that the Registration Statements
and any amendment thereto (and any Rule 462(b) Registration Statement), in their
final form, are reviewed by said attorney-in-fact, and shall have the same force
and effect as though I had manually signed such Registration Statement or Rule
462(b) Registration Statement.


                                    Signature: /s/ Carolyn H. Byrd
                                              ----------------------------------

                                    Name: Carolyn H. Byrd






                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of The St.
Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby make,
nominate and appoint Jay Fishman, Thomas Bradley, Thomas Bergmann, John MacColl
and Bruce Backberg, and each of them, with full powers to act without the
others, as my true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for me and in my name, place and stead, in any
and all capacities, to sign on my behalf a Registration Statement on Form S-3
for the registration of $1,000,000 of senior debt securities of The St. Paul,
subordinated debt securities of The St. Paul, preferred stock of The St. Paul,
depositary shares of The St. Paul, common stock of The St. Paul, warrants of The
St. Paul, trust preferred securities to be issued by St. Paul Capital Trust II,
a Delaware business trust established by The St. Paul, and a guarantee of The
St. Paul relating to the trust preferred securities, such Registration Statement
to constitute a post-effective amendment to The St. Paul's existing
$1,000,000,000 debt shelf registration statement (No. 333-44122) (together, the
"Registration Statements") under the authority granted by the Board of Directors
of The St. Paul by its unanimous written consent dated November 16, 2001, to be
filed with the Securities and Exchange Commission by The St. Paul and St. Paul
Capital Trust II, and any and all amendments (including post-effective
amendments) to the Registration Statements, and any related registration
statements to be filed pursuant to Rule 462(b) under the Securities Act of 1933,
as amended (each, a "Rule 462(b) Registration Statement") and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, provided that the Registration Statements
and any amendment thereto (and any Rule 462(b) Registration Statement), in their
final form, are reviewed by said attorney-in-fact, and shall have the same force
and effect as though I had manually signed such Registration Statement or Rule
462(b) Registration Statement.


                                    Signature: /s/ John H. Dasburg
                                              ----------------------------------

                                    Name: John H. Dasburg







                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of The St.
Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby make,
nominate and appoint Jay Fishman, Thomas Bradley, Thomas Bergmann, John MacColl
and Bruce Backberg, and each of them, with full powers to act without the
others, as my true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for me and in my name, place and stead, in any
and all capacities, to sign on my behalf a Registration Statement on Form S-3
for the registration of $1,000,000 of senior debt securities of The St. Paul,
subordinated debt securities of The St. Paul, preferred stock of The St. Paul,
depositary shares of The St. Paul, common stock of The St. Paul, warrants of The
St. Paul, trust preferred securities to be issued by St. Paul Capital Trust II,
a Delaware business trust established by The St. Paul, and a guarantee of The
St. Paul relating to the trust preferred securities, such Registration Statement
to constitute a post-effective amendment to The St. Paul's existing
$1,000,000,000 debt shelf registration statement (No. 333-44122) (together, the
"Registration Statements") under the authority granted by the Board of Directors
of The St. Paul by its unanimous written consent dated November 16, 2001, to be
filed with the Securities and Exchange Commission by The St. Paul and St. Paul
Capital Trust II, and any and all amendments (including post-effective
amendments) to the Registration Statements, and any related registration
statements to be filed pursuant to Rule 462(b) under the Securities Act of 1933,
as amended (each, a "Rule 462(b) Registration Statement") and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, provided that the Registration Statements
and any amendment thereto (and any Rule 462(b) Registration Statement), in their
final form, are reviewed by said attorney-in-fact, and shall have the same force
and effect as though I had manually signed such Registration Statement or Rule
462(b) Registration Statement.


                                    Signature: /s/ Janet M. Dolan
                                              ----------------------------------

                                    Name: Janet M. Dolan







                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of The St.
Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby make,
nominate and appoint Jay Fishman, Thomas Bradley, Thomas Bergmann, John MacColl
and Bruce Backberg, and each of them, with full powers to act without the
others, as my true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for me and in my name, place and stead, in any
and all capacities, to sign on my behalf a Registration Statement on Form S-3
for the registration of $1,000,000 of senior debt securities of The St. Paul,
subordinated debt securities of The St. Paul, preferred stock of The St. Paul,
depositary shares of The St. Paul, common stock of The St. Paul, warrants of The
St. Paul, trust preferred securities to be issued by St. Paul Capital Trust II,
a Delaware business trust established by The St. Paul, and a guarantee of The
St. Paul relating to the trust preferred securities, such Registration Statement
to constitute a post-effective amendment to The St. Paul's existing
$1,000,000,000 debt shelf registration statement (No. 333-44122) (together, the
"Registration Statements") under the authority granted by the Board of Directors
of The St. Paul by its unanimous written consent dated November 16, 2001, to be
filed with the Securities and Exchange Commission by The St. Paul and St. Paul
Capital Trust II, and any and all amendments (including post-effective
amendments) to the Registration Statements, and any related registration
statements to be filed pursuant to Rule 462(b) under the Securities Act of 1933,
as amended (each, a "Rule 462(b) Registration Statement") and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, provided that the Registration Statements
and any amendment thereto (and any Rule 462(b) Registration Statement), in their
final form, are reviewed by said attorney-in-fact, and shall have the same force
and effect as though I had manually signed such Registration Statement or Rule
462(b) Registration Statement.


                                    Signature: /s/ Kenneth M. Duberstein
                                              ----------------------------------

                                    Name: Kenneth M. Duberstein







                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of The St.
Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby make,
nominate and appoint Jay Fishman, Thomas Bradley, Thomas Bergmann, John MacColl
and Bruce Backberg, and each of them, with full powers to act without the
others, as my true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for me and in my name, place and stead, in any
and all capacities, to sign on my behalf a Registration Statement on Form S-3
for the registration of $1,000,000 of senior debt securities of The St. Paul,
subordinated debt securities of The St. Paul, preferred stock of The St. Paul,
depositary shares of The St. Paul, common stock of The St. Paul, warrants of The
St. Paul, trust preferred securities to be issued by St. Paul Capital Trust II,
a Delaware business trust established by The St. Paul, and a guarantee of The
St. Paul relating to the trust preferred securities, such Registration Statement
to constitute a post-effective amendment to The St. Paul's existing
$1,000,000,000 debt shelf registration statement (No. 333-44122) (together, the
"Registration Statements") under the authority granted by the Board of Directors
of The St. Paul by its unanimous written consent dated November 16, 2001, to be
filed with the Securities and Exchange Commission by The St. Paul and St. Paul
Capital Trust II, and any and all amendments (including post-effective
amendments) to the Registration Statements, and any related registration
statements to be filed pursuant to Rule 462(b) under the Securities Act of 1933,
as amended (each, a "Rule 462(b) Registration Statement") and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, provided that the Registration Statements
and any amendment thereto (and any Rule 462(b) Registration Statement), in their
final form, are reviewed by said attorney-in-fact, and shall have the same force
and effect as though I had manually signed such Registration Statement or Rule
462(b) Registration Statement.


                                    Signature: /s/ Pierson M. Grieve
                                              ----------------------------------

                                    Name: Pierson M. Grieve






                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of The St.
Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby make,
nominate and appoint Jay Fishman, Thomas Bradley, Thomas Bergmann, John MacColl
and Bruce Backberg, and each of them, with full powers to act without the
others, as my true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for me and in my name, place and stead, in any
and all capacities, to sign on my behalf a Registration Statement on Form S-3
for the registration of $1,000,000 of senior debt securities of The St. Paul,
subordinated debt securities of The St. Paul, preferred stock of The St. Paul,
depositary shares of The St. Paul, common stock of The St. Paul, warrants of The
St. Paul, trust preferred securities to be issued by St. Paul Capital Trust II,
a Delaware business trust established by The St. Paul, and a guarantee of The
St. Paul relating to the trust preferred securities, such Registration Statement
to constitute a post-effective amendment to The St. Paul's existing
$1,000,000,000 debt shelf registration statement (No. 333-44122) (together, the
"Registration Statements") under the authority granted by the Board of Directors
of The St. Paul by its unanimous written consent dated November 16, 2001, to be
filed with the Securities and Exchange Commission by The St. Paul and St. Paul
Capital Trust II, and any and all amendments (including post-effective
amendments) to the Registration Statements, and any related registration
statements to be filed pursuant to Rule 462(b) under the Securities Act of 1933,
as amended (each, a "Rule 462(b) Registration Statement") and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, provided that the Registration Statements
and any amendment thereto (and any Rule 462(b) Registration Statement), in their
final form, are reviewed by said attorney-in-fact, and shall have the same force
and effect as though I had manually signed such Registration Statement or Rule
462(b) Registration Statement.


                                    Signature: /s/ Thomas R. Hodgson
                                              ----------------------------------

                                    Name: Thomas R. Hodgson






                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of The St.
Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby make,
nominate and appoint Jay Fishman, Thomas Bradley, Thomas Bergmann, John MacColl
and Bruce Backberg, and each of them, with full powers to act without the
others, as my true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for me and in my name, place and stead, in any
and all capacities, to sign on my behalf a Registration Statement on Form S-3
for the registration of $1,000,000 of senior debt securities of The St. Paul,
subordinated debt securities of The St. Paul, preferred stock of The St. Paul,
depositary shares of The St. Paul, common stock of The St. Paul, warrants of The
St. Paul, trust preferred securities to be issued by St. Paul Capital Trust II,
a Delaware business trust established by The St. Paul, and a guarantee of The
St. Paul relating to the trust preferred securities, such Registration Statement
to constitute a post-effective amendment to The St. Paul's existing
$1,000,000,000 debt shelf registration statement (No. 333-44122) (together, the
"Registration Statements") under the authority granted by the Board of Directors
of The St. Paul by its unanimous written consent dated November 16, 2001, to be
filed with the Securities and Exchange Commission by The St. Paul and St. Paul
Capital Trust II, and any and all amendments (including post-effective
amendments) to the Registration Statements, and any related registration
statements to be filed pursuant to Rule 462(b) under the Securities Act of 1933,
as amended (each, a "Rule 462(b) Registration Statement") and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, provided that the Registration Statements
and any amendment thereto (and any Rule 462(b) Registration Statement), in their
final form, are reviewed by said attorney-in-fact, and shall have the same force
and effect as though I had manually signed such Registration Statement or Rule
462(b) Registration Statement.


                                    Signature: /s/ David G. John
                                              ----------------------------------

                                    Name: David G. John






                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of The St.
Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby make,
nominate and appoint Jay Fishman, Thomas Bradley, Thomas Bergmann, John MacColl
and Bruce Backberg, and each of them, with full powers to act without the
others, as my true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for me and in my name, place and stead, in any
and all capacities, to sign on my behalf a Registration Statement on Form S-3
for the registration of $1,000,000 of senior debt securities of The St. Paul,
subordinated debt securities of The St. Paul, preferred stock of The St. Paul,
depositary shares of The St. Paul, common stock of The St. Paul, warrants of The
St. Paul, trust preferred securities to be issued by St. Paul Capital Trust II,
a Delaware business trust established by The St. Paul, and a guarantee of The
St. Paul relating to the trust preferred securities, such Registration Statement
to constitute a post-effective amendment to The St. Paul's existing
$1,000,000,000 debt shelf registration statement (No. 333-44122) (together, the
"Registration Statements") under the authority granted by the Board of Directors
of The St. Paul by its unanimous written consent dated November 16, 2001, to be
filed with the Securities and Exchange Commission by The St. Paul and St. Paul
Capital Trust II, and any and all amendments (including post-effective
amendments) to the Registration Statements, and any related registration
statements to be filed pursuant to Rule 462(b) under the Securities Act of 1933,
as amended (each, a "Rule 462(b) Registration Statement") and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, provided that the Registration Statements
and any amendment thereto (and any Rule 462(b) Registration Statement), in their
final form, are reviewed by said attorney-in-fact, and shall have the same force
and effect as though I had manually signed such Registration Statement or Rule
462(b) Registration Statement.


                                    Signature: /s/ William H. Kling
                                              ----------------------------------

                                    Name: William H. Kling






                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of The St.
Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby make,
nominate and appoint Jay Fishman, Thomas Bradley, Thomas Bergmann, John MacColl
and Bruce Backberg, and each of them, with full powers to act without the
others, as my true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for me and in my name, place and stead, in any
and all capacities, to sign on my behalf a Registration Statement on Form S-3
for the registration of $1,000,000 of senior debt securities of The St. Paul,
subordinated debt securities of The St. Paul, preferred stock of The St. Paul,
depositary shares of The St. Paul, common stock of The St. Paul, warrants of The
St. Paul, trust preferred securities to be issued by St. Paul Capital Trust II,
a Delaware business trust established by The St. Paul, and a guarantee of The
St. Paul relating to the trust preferred securities, such Registration Statement
to constitute a post-effective amendment to The St. Paul's existing
$1,000,000,000 debt shelf registration statement (No. 333-44122) (together, the
"Registration Statements") under the authority granted by the Board of Directors
of The St. Paul by its unanimous written consent dated November 16, 2001, to be
filed with the Securities and Exchange Commission by The St. Paul and St. Paul
Capital Trust II, and any and all amendments (including post-effective
amendments) to the Registration Statements, and any related registration
statements to be filed pursuant to Rule 462(b) under the Securities Act of 1933,
as amended (each, a "Rule 462(b) Registration Statement") and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, provided that the Registration Statements
and any amendment thereto (and any Rule 462(b) Registration Statement), in their
final form, are reviewed by said attorney-in-fact, and shall have the same force
and effect as though I had manually signed such Registration Statement or Rule
462(b) Registration Statement.


                                    Signature: /s/ Douglas W. Leatherdale
                                              ----------------------------------

                                    Name: Douglas W. Leatherdale






                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of The St.
Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby make,
nominate and appoint Jay Fishman, Thomas Bradley, Thomas Bergmann, John MacColl
and Bruce Backberg, and each of them, with full powers to act without the
others, as my true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for me and in my name, place and stead, in any
and all capacities, to sign on my behalf a Registration Statement on Form S-3
for the registration of $1,000,000 of senior debt securities of The St. Paul,
subordinated debt securities of The St. Paul, preferred stock of The St. Paul,
depositary shares of The St. Paul, common stock of The St. Paul, warrants of The
St. Paul, trust preferred securities to be issued by St. Paul Capital Trust II,
a Delaware business trust established by The St. Paul, and a guarantee of The
St. Paul relating to the trust preferred securities, such Registration Statement
to constitute a post-effective amendment to The St. Paul's existing
$1,000,000,000 debt shelf registration statement (No. 333-44122) (together, the
"Registration Statements") under the authority granted by the Board of Directors
of The St. Paul by its unanimous written consent dated November 16, 2001, to be
filed with the Securities and Exchange Commission by The St. Paul and St. Paul
Capital Trust II, and any and all amendments (including post-effective
amendments) to the Registration Statements, and any related registration
statements to be filed pursuant to Rule 462(b) under the Securities Act of 1933,
as amended (each, a "Rule 462(b) Registration Statement") and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, provided that the Registration Statements
and any amendment thereto (and any Rule 462(b) Registration Statement), in their
final form, are reviewed by said attorney-in-fact, and shall have the same force
and effect as though I had manually signed such Registration Statement or Rule
462(b) Registration Statement.


                                    Signature: /s/ Bruce K. MacLaury
                                              ----------------------------------

                                    Name: Bruce K. MacLaury






                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of The St.
Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby make,
nominate and appoint Jay Fishman, Thomas Bradley, Thomas Bergmann, John MacColl
and Bruce Backberg, and each of them, with full powers to act without the
others, as my true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for me and in my name, place and stead, in any
and all capacities, to sign on my behalf a Registration Statement on Form S-3
for the registration of $1,000,000 of senior debt securities of The St. Paul,
subordinated debt securities of The St. Paul, preferred stock of The St. Paul,
depositary shares of The St. Paul, common stock of The St. Paul, warrants of The
St. Paul, trust preferred securities to be issued by St. Paul Capital Trust II,
a Delaware business trust established by The St. Paul, and a guarantee of The
St. Paul relating to the trust preferred securities, such Registration Statement
to constitute a post-effective amendment to The St. Paul's existing
$1,000,000,000 debt shelf registration statement (No. 333-44122) (together, the
"Registration Statements") under the authority granted by the Board of Directors
of The St. Paul by its unanimous written consent dated November 16, 2001, to be
filed with the Securities and Exchange Commission by The St. Paul and St. Paul
Capital Trust II, and any and all amendments (including post-effective
amendments) to the Registration Statements, and any related registration
statements to be filed pursuant to Rule 462(b) under the Securities Act of 1933,
as amended (each, a "Rule 462(b) Registration Statement") and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, provided that the Registration Statements
and any amendment thereto (and any Rule 462(b) Registration Statement), in their
final form, are reviewed by said attorney-in-fact, and shall have the same force
and effect as though I had manually signed such Registration Statement or Rule
462(b) Registration Statement.


                                    Signature: /s/ Glen D. Nelson
                                              ----------------------------------

                                    Name: Glen D. Nelson






                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of The St.
Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby make,
nominate and appoint Jay Fishman, Thomas Bradley, Thomas Bergmann, John MacColl
and Bruce Backberg, and each of them, with full powers to act without the
others, as my true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for me and in my name, place and stead, in any
and all capacities, to sign on my behalf a Registration Statement on Form S-3
for the registration of $1,000,000 of senior debt securities of The St. Paul,
subordinated debt securities of The St. Paul, preferred stock of The St. Paul,
depositary shares of The St. Paul, common stock of The St. Paul, warrants of The
St. Paul, trust preferred securities to be issued by St. Paul Capital Trust II,
a Delaware business trust established by The St. Paul, and a guarantee of The
St. Paul relating to the trust preferred securities, such Registration Statement
to constitute a post-effective amendment to The St. Paul's existing
$1,000,000,000 debt shelf registration statement (No. 333-44122) (together, the
"Registration Statements") under the authority granted by the Board of Directors
of The St. Paul by its unanimous written consent dated November 16, 2001, to be
filed with the Securities and Exchange Commission by The St. Paul and St. Paul
Capital Trust II, and any and all amendments (including post-effective
amendments) to the Registration Statements, and any related registration
statements to be filed pursuant to Rule 462(b) under the Securities Act of 1933,
as amended (each, a "Rule 462(b) Registration Statement") and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, provided that the Registration Statements
and any amendment thereto (and any Rule 462(b) Registration Statement), in their
final form, are reviewed by said attorney-in-fact, and shall have the same force
and effect as though I had manually signed such Registration Statement or Rule
462(b) Registration Statement.


                                    Signature: /s/ Gordon M. Sprenger
                                              ----------------------------------

                                    Name: Gordon M. Sprenger

EX-25.1

                                                                    Exhibit 25.1

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


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   ----------

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                    UNDER THE TRUST INDENTURE ACT OF 1939 OF
                   A CORPORATION DESIGNATED TO ACT AS TRUSTEE

                                   ----------

               CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________

                                   ----------

                            THE CHASE MANHATTAN BANK
               ---------------------------------------------------
               (Exact name of trustee as specified in its charter)


             NEW YORK                                     13-4994650
      ------------------------                        -------------------
      (State of incorporation                          (I.R.S. employer
       if not a national bank)                        identification No.)

         270 PARK AVENUE
        NEW YORK, NEW YORK                                   10017
- ----------------------------------------                  ----------
(Address of principal executive offices)                  (Zip Code)

                               William H. McDavid
                                 General Counsel
                                 270 Park Avenue
                            New York, New York 10017
                               Tel: (212) 270-2611
            ---------------------------------------------------------
            (Name, address and telephone number of agent for service)

                                   ----------

                          THE ST. PAUL COMPANIES, INC.
               ---------------------------------------------------
               (Exact name of obligor as specified in its charter)

               MINNESOTA                                   41-0518860
     --------------------------------                  -------------------
     (State or other jurisdiction of                    (I.R.S. employer
      incorporation or organization)                   identification No.)

        385 WASHINGTON STREET
             ST. PAUL, MN                                     55102
 ----------------------------------------                  ----------
 (Address of principal executive offices)                  (Zip Code)


                                   ----------

             SENIOR DEBT SECURITIES OF THE ST. PAUL COMPANIES, INC.
             ------------------------------------------------------
                      (Title of the indenture securities)


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







                                     GENERAL

ITEM 1. GENERAL INFORMATION.

     Furnish the following information as to the trustee:

     (a)  Name and address of each examining or supervising authority to which
          it is subject.

          New York State Banking Department, State House, Albany, New York
          12110.

          Board of Governors of the Federal Reserve System, Washington, D.C.,
          20551

          Federal Reserve Bank of New York, District No. 2, 33 Liberty Street,
          New York, N.Y.

          Federal Deposit Insurance Corporation, Washington, D.C., 20429.


     (b)  Whether it is authorized to exercise corporate trust powers.

          Yes.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR.

          If the obligor is an affiliate of the trustee, describe each such
          affiliation.

          None.




                                      -2-




ITEM 16. LIST OF EXHIBITS

     List below all exhibits filed as a part of this Statement of Eligibility.

     1. A copy of the Articles of Association of the Trustee as now in effect,
including the Organization Certificate and the Certificates of Amendment dated
February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).

     2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).

     3. None, authorization to exercise corporate trust powers being contained
in the documents identified above as Exhibits 1 and 2.

     4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).

     5. Not applicable.

     6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).

     7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.

     8. Not applicable.

     9. Not applicable.

                                    SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 9th day of November, 2001.

                                       THE CHASE MANHATTAN BANK

                                       By  /s/ Joanne Adamis
                                           -------------------------------------
                                               Joanne Adamis
                                               Vice President







                                      -3-






                              Exhibit 7 to Form T-1


                                Bank Call Notice

                             RESERVE DISTRICT NO. 2
                       CONSOLIDATED REPORT OF CONDITION OF

                            The Chase Manhattan Bank
                  of 270 Park Avenue, New York, New York 10017
                     and Foreign and Domestic Subsidiaries,
                     a member of the Federal Reserve System,

                   at the close of business June 30, 2001, in
           accordance with a call made by the Federal Reserve Bank of
             this District pursuant to the provisions of the Federal
                                  Reserve Act.



                                                                                  DOLLAR AMOUNTS
                              ASSETS                                               IN MILLIONS
                              ------                                              --------------
                                                                            
Cash and balances due from depository institutions:
    Noninterest-bearing balances and
    currency and coin ..........................................................     $ 21,536
    Interest-bearing balances ..................................................       31,428
Securities:
Held to maturity securities.....................................................          481
Available for sale securities...................................................       60,903
Federal funds sold and securities purchased under
    agreements to resell .......................................................       42,824
Loans and lease financing receivables:
    Loans and leases held for sale..............................................        3,856
    Loans and leases, net of unearned income        $155,575
    Less: Allowance for loan and lease losses          2,276
    Loans and leases, net of unearned income and
    allowance ..................................................................      153,299
Trading Assets..................................................................       66,636
Premises and fixed assets (including capitalized leases)........................        4,468
Other real estate owned.........................................................           45
Investments in unconsolidated subsidiaries and
    associated companies........................................................          353
Customers' liability to this bank on acceptances
    outstanding ................................................................          346
Intangible assets
        Goodwill................................................................        1,785
        Other Intangible assets.................................................        4,365
Other assets ...................................................................       19,923
                                                                                     --------
TOTAL ASSETS ...................................................................     $412,248
                                                                                     ========





                                       -4-







                                LIABILITIES
                                -----------
                                                                               
Deposits
    In domestic offices ........................................................     $137,865
    Noninterest-bearing ............................$ 56,799
    Interest-bearing ...............................  81,066
    In foreign offices, Edge and Agreement
    subsidiaries and IBF's .....................................................      113,924
        Noninterest-bearing.........................$  6,537
    Interest-bearing ............................... 107,387

Federal funds purchased and securities sold under agree-
ments to repurchase ............................................................       65,474
Trading liabilities ............................................................       39,611
Other borrowed money (includes mortgage indebtedness
    and obligations under capitalized leases)...................................       10,573
Bank's liability on acceptances executed and outstanding........................          346
Subordinated notes and debentures ..............................................        6,355
Other liabilities ..............................................................       14,772
TOTAL LIABILITIES ..............................................................      388,920
Minority Interest in consolidated subsidiaries..................................           89

                             EQUITY CAPITAL
                             --------------

Perpetual preferred stock and related surplus...................................            0
Common stock ...................................................................        1,211
Surplus  (exclude all surplus related to preferred stock).......................       12,715
    Retained earnings...........................................................        9,985
    Accumulated other comprehensive income......................................         (672)
Other equity capital components.................................................            0
TOTAL EQUITY CAPITAL ...........................................................       23,239
                                                                                     --------
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL                             $412,248
                                                                                     ========


I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.

                             JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the in- structions
issued by the appropriate Federal regulatory authority and is true and correct.


                             WILLIAM B. HARRISON JR.  )
                             DOUGLAS A. WARNER III    ) DIRECTORS
                             WILLIAM H. GRAY III      )


                                      -5-

EX-25.2

                                                                    Exhibit 25.2

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


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   ----------

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                    UNDER THE TRUST INDENTURE ACT OF 1939 OF
                   A CORPORATION DESIGNATED TO ACT AS TRUSTEE

                                   ----------

               CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________

                                   ----------

                            THE CHASE MANHATTAN BANK
               ---------------------------------------------------
               (Exact name of trustee as specified in its charter)


             NEW YORK                                         13-4994650
      ------------------------                            -------------------
      (State of incorporation                              (I.R.S. employer
       if not a national bank)                            identification No.)

          270 PARK AVENUE
         NEW YORK, NEW YORK                                     10017
- ----------------------------------------                      ----------
(Address of principal executive offices)                      (Zip Code)

                               William H. McDavid
                                 General Counsel
                                 270 Park Avenue
                            New York, New York 10017
                               Tel: (212) 270-2611
            ---------------------------------------------------------
            (Name, address and telephone number of agent for service)

                                   ----------

                          THE ST. PAUL COMPANIES, INC.
               ---------------------------------------------------
               (Exact name of obligor as specified in its charter)

             MINNESOTA                                        41-0518860
   -------------------------------                       --------------------
   (State or other jurisdiction of                         (I.R.S. employer
    incorporation or organization)                        identification No.)

       385 WASHINGTON STREET
            ST. PAUL, MN                                         55102
- ----------------------------------------                      ----------
(Address of principal executive offices)                      (Zip Code)

                                   ----------

          SUBORDINATED DEBT SECURITIES OF THE ST. PAUL COMPANIES, INC.
          ------------------------------------------------------------
                       (Title of the indenture securities)


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




                                     GENERAL

ITEM 1. GENERAL INFORMATION.

     Furnish the following information as to the trustee:

     (a)  Name and address of each examining or supervising authority to which
          it is subject.

          New York State Banking Department, State House, Albany, New York
          12110.

          Board of Governors of the Federal Reserve System, Washington, D.C.,
          20551

          Federal Reserve Bank of New York, District No. 2, 33 Liberty Street,
          New York, N.Y.

          Federal Deposit Insurance Corporation, Washington, D.C., 20429.


     (b)  Whether it is authorized to exercise corporate trust powers.

          Yes.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR.

          If the obligor is an affiliate of the trustee, describe each such
          affiliation.

          None.





                                      -2-




ITEM 16. LIST OF EXHIBITS

     List below all exhibits filed as a part of this Statement of Eligibility.

     1. A copy of the Articles of Association of the Trustee as now in effect,
including the Organization Certificate and the Certificates of Amendment dated
February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).

     2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).

     3. None, authorization to exercise corporate trust powers being contained
in the documents identified above as Exhibits 1 and 2.

     4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).

     5. Not applicable.

     6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).

     7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.

     8. Not applicable.

     9. Not applicable.

                                    SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 9th day of November, 2001.

                                       THE CHASE MANHATTAN BANK

                                       By  /s/ Joanne Adamis
                                           -------------------------------------
                                               Joanne Adamis
                                               Vice President




                                      -3-






                              Exhibit 7 to Form T-1


                                Bank Call Notice

                             RESERVE DISTRICT NO. 2
                       CONSOLIDATED REPORT OF CONDITION OF

                            The Chase Manhattan Bank
                  of 270 Park Avenue, New York, New York 10017
                     and Foreign and Domestic Subsidiaries,
                     a member of the Federal Reserve System,

                   at the close of business June 30, 2001, in
           accordance with a call made by the Federal Reserve Bank of
             this District pursuant to the provisions of the Federal
                                  Reserve Act.



                                                                                 DOLLAR AMOUNTS
                                  ASSETS                                           IN MILLIONS
                                  ------                                         --------------
                                                                           
Cash and balances due from depository institutions:
    Noninterest-bearing balances and
    currency and coin ..........................................................    $  21,536
    Interest-bearing balances ...................................................      31,428
Securities:
Held to maturity securities.....................................................          481
Available for sale securities...................................................       60,903
Federal funds sold and securities purchased under
    agreements to resell .......................................................       42,824
Loans and lease financing receivables:
    Loans and leases held for sale..............................................        3,856
    Loans and leases, net of unearned income        $155,575
    Less: Allowance for loan and lease losses          2,276
    Loans and leases, net of unearned income and
    allowance ..................................................................      153,299
Trading Assets..................................................................       66,636
Premises and fixed assets (including capitalized leases)........................        4,468
Other real estate owned.........................................................           45
Investments in unconsolidated subsidiaries and associated
companies.......................................................................          353
Customers' liability to this bank on acceptances
    outstanding ................................................................          346
Intangible assets
        Goodwill................................................................        1,785
        Other Intangible assets.................................................        4,365
Other assets ...................................................................       19,923
                                                                                     --------
TOTAL ASSETS ...................................................................     $412,248
                                                                                     ========





                                      -4-






                                 LIABILITIES
                                 -----------
                                                                           

Deposits
    In domestic offices ........................................................     $137,865
    Noninterest-bearing .......................... $ 56,799
    Interest-bearing .............................   81,066
    In foreign offices, Edge and Agreement
    subsidiaries and IBF's .....................................................      113,924
        Noninterest-bearing....................... $  6,537
    Interest-bearing .............................  107,387

Federal funds purchased and securities sold under agree-
ments to repurchase ............................................................       65,474
Trading liabilities ............................................................       39,611
Other borrowed money (includes mortgage indebtedness
    and obligations under capitalized leases)...................................       10,573
Bank's liability on acceptances executed and outstanding........................          346
Subordinated notes and debentures ..............................................        6,355
Other liabilities ..............................................................       14,772
TOTAL LIABILITIES ..............................................................      388,920
Minority Interest in consolidated subsidiaries..................................           89

                               EQUITY CAPITAL
                               --------------

Perpetual preferred stock and related surplus...................................            0
Common stock ...................................................................        1,211
Surplus  (exclude all surplus related to preferred stock).......................       12,715
    Retained earnings...........................................................        9,985
    Accumulated other comprehensive income......................................         (672)
Other equity capital components.................................................            0
TOTAL EQUITY CAPITAL ...........................................................       23,239
                                                                                     --------
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL                             $412,248
                                                                                     ========


I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.

                             JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the in- structions
issued by the appropriate Federal regulatory authority and is true and correct.


                             WILLIAM B. HARRISON JR.  )
                             DOUGLAS A. WARNER III    ) DIRECTORS
                             WILLIAM H. GRAY III      )



                                      -5-

EX-25.3

                                                                    Exhibit 25.3

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


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   ----------

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                    UNDER THE TRUST INDENTURE ACT OF 1939 OF
                   A CORPORATION DESIGNATED TO ACT AS TRUSTEE



               CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________

                                   ----------

                            THE CHASE MANHATTAN BANK
               ---------------------------------------------------
               (Exact name of trustee as specified in its charter)

              NEW YORK                                         13-4994650
       -----------------------                             -------------------
       (State of incorporation                             (I.R.S. employer
       if not a national bank)                             identification No.)

          270 PARK AVENUE
         NEW YORK, NEW YORK                                       10017
- ----------------------------------------                       ----------
(Address of principal executive offices)                       (Zip Code)

                               William H. McDavid
                                 General Counsel
                                 270 Park Avenue
                            New York, New York 10017
                               Tel: (212) 270-2611
            ---------------------------------------------------------
            (Name, address and telephone number of agent for service)

                                   ----------

                            ST. PAUL CAPITAL TRUST II
               ---------------------------------------------------
               (Exact name of obligor as specified in its charter)

              DELAWARE                                         41-6495364
   -------------------------------                         -------------------
   (State or other jurisdiction of                          (I.R.S. employer
    incorporation or organization)                         identification No.)

   C/O THE ST. PAUL COMPANIES, INC.
        385 WASHINGTON STREET
           ST. PAUL, MN                                           55102
- ----------------------------------------                        ----------
(Address of principal executive offices)                        (Zip Code)

                                   ----------

                PREFERRED SECURITIES OF ST. PAUL CAPITAL TRUST II
                -------------------------------------------------
                       (Title of the indenture securities)


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






                                     GENERAL

ITEM 1. GENERAL INFORMATION.

     Furnish the following information as to the trustee:

     (a)  Name and address of each examining or supervising authority to which
          it is subject.

          New York State Banking Department, State House, Albany, New York
          12110.

          Board of Governors of the Federal Reserve System, Washington, D.C.,
          20551

          Federal Reserve Bank of New York, District No. 2, 33 Liberty Street,
          New York, N.Y.

          Federal Deposit Insurance Corporation, Washington, D.C., 20429.


     (b)  Whether it is authorized to exercise corporate trust powers.

          Yes.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR.

          If the obligor is an affiliate of the trustee, describe each such
          affiliation.

          None.





                                      -2-




ITEM 16. LIST OF EXHIBITS

     List below all exhibits filed as a part of this Statement of Eligibility.

     1. A copy of the Articles of Association of the Trustee as now in effect,
including the Organization Certificate and the Certificates of Amendment dated
February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).

     2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).

     3. None, authorization to exercise corporate trust powers being contained
in the documents identified above as Exhibits 1 and 2.

     4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).

     5. Not applicable.

     6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).

     7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.

     8. Not applicable.

     9. Not applicable.

                                    SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 9th day of November, 2001.

                                       THE CHASE MANHATTAN BANK

                                       By /s/ Joanne Adamis
                                          --------------------------------------
                                              Joanne Adamis
                                              Vice President







                                      -3-








                              Exhibit 7 to Form T-1


                                Bank Call Notice

                             RESERVE DISTRICT NO. 2
                       CONSOLIDATED REPORT OF CONDITION OF

                            The Chase Manhattan Bank
                  of 270 Park Avenue, New York, New York 10017
                     and Foreign and Domestic Subsidiaries,
                     a member of the Federal Reserve System,

              at the close of business June 30, 2001, in accordance
          with a call made by the Federal Reserve Bank of this District
             pursuant to the provisions of the Federal Reserve Act.




                                                                                   DOLLAR AMOUNTS
                                 ASSETS                                             IN MILLIONS
                                 ------                                            --------------
                                                                            
Cash and balances due from depository institutions:
    Noninterest-bearing balances and
    currency and coin ..........................................................    $ 21,536
    Interest-bearing balances ..................................................      31,428
Securities:
Held to maturity securities.....................................................         481
Available for sale securities...................................................      60,903
Federal funds sold and securities purchased under
    agreements to resell .......................................................      42,824
Loans and lease financing receivables:
    Loans and leases held for sale..............................................       3,856
    Loans and leases, net of unearned income        $155,575
    Less: Allowance for loan and lease losses          2,276
    Loans and leases, net of unearned income and
      allowance.................................................................     153,299
Trading Assets..................................................................      66,636
Premises and fixed assets (including capitalized leases)........................       4,468
Other real estate owned.........................................................          45
Investments in unconsolidated subsidiaries and associated
companies.......................................................................         353
Customers' liability to this bank on acceptances
    outstanding ................................................................         346
Intangible assets
        Goodwill................................................................       1,785
        Other Intangible assets.................................................       4,365
Other assets ...................................................................      19,923
                                                                                    --------
TOTAL ASSETS ...................................................................    $412,248
                                                                                    ========





                                       -4-







                               LIABILITIES
                               -----------
                                                                            
Deposits
    In domestic offices ........................................................    $137,865
    Noninterest-bearing ........................... $ 56,799
    Interest-bearing ...............................  81,066
    In foreign offices, Edge and Agreement
    subsidiaries and IBF's......................................................     113,924
        Noninterest-bearing........................ $  6,537
    Interest-bearing ..............................  107,387

Federal funds purchased and securities sold under agree-
ments to repurchase ............................................................      65,474
Trading liabilities ............................................................      39,611
Other borrowed money (includes mortgage indebtedness
    and obligations under capitalized leases)...................................      10,573
Bank's liability on acceptances executed and outstanding........................         346
Subordinated notes and debentures ..............................................       6,355
Other liabilities ..............................................................      14,772
TOTAL LIABILITIES ..............................................................     388,920
Minority Interest in consolidated subsidiaries..................................          89

                             EQUITY CAPITAL
                             --------------

Perpetual preferred stock and related surplus...................................           0
Common stock ...................................................................       1,211
Surplus  (exclude all surplus related to preferred stock).......................      12,715
    Retained earnings...........................................................       9,985
    Accumulated other comprehensive income......................................        (672)
Other equity capital components.................................................           0
TOTAL EQUITY CAPITAL ...........................................................      23,239
                                                                                    --------
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL                            $412,248
                                                                                    ========


I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.

                             JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the in- structions
issued by the appropriate Federal regulatory authority and is true and correct.


                             WILLIAM B. HARRISON JR.  )
                             DOUGLAS A. WARNER III    ) DIRECTORS
                             WILLIAM H. GRAY III      )





                                      -5-

EX-25.4

                                                                    Exhibit 25.4

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


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   ----------

                                    FORM T-1
                            STATEMENT OF ELIGIBILITY
                    UNDER THE TRUST INDENTURE ACT OF 1939 OF
                   A CORPORATION DESIGNATED TO ACT AS TRUSTEE

                                   ----------

               CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________

                                   ----------

                            THE CHASE MANHATTAN BANK
               ---------------------------------------------------
               (Exact name of trustee as specified in its charter)


              NEW YORK                                        13-4994650
      ------------------------                            -------------------
      (State of incorporation                              (I.R.S. employer
       if not a national bank)                            identification No.)

          270 PARK AVENUE
         NEW YORK, NEW YORK                                     10017
- ----------------------------------------                      ----------
(Address of principal executive offices)                      (Zip Code)

                               William H. McDavid
                                 General Counsel
                                 270 Park Avenue
                            New York, New York 10017
                               Tel: (212) 270-2611
            ---------------------------------------------------------
            (Name, address and telephone number of agent for service)


                                   ----------

                          THE ST. PAUL COMPANIES, INC.
               ---------------------------------------------------
               (Exact name of obligor as specified in its charter)

              MINNESOTA                                       41-0518860
   --------------------------------                       -------------------
   (State or other jurisdiction of                         (I.R.S. employer
    incorporation or organization)                        identification No.)

       385 WASHINGTON STREET
            ST. PAUL, MN                                        55102
- ----------------------------------------                      ----------
(Address of principal executive offices)                      (Zip Code)


                                   ----------

         GUARANTEE OF PREFERRED SECURITIES OF ST. PAUL CAPITAL TRUST II
         --------------------------------------------------------------
                       (Title of the indenture securities)


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





                                     GENERAL

ITEM 1. GENERAL INFORMATION.

     Furnish the following information as to the trustee:

     (a)  Name and address of each examining or supervising authority to which
          it is subject.

          New York State Banking Department, State House, Albany, New York
          12110.

          Board of Governors of the Federal Reserve System, Washington, D.C.,
          20551

          Federal Reserve Bank of New York, District No. 2, 33 Liberty Street,
          New York, N.Y.

          Federal Deposit Insurance Corporation, Washington, D.C., 20429.


     (b)  Whether it is authorized to exercise corporate trust powers.

          Yes.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR.

          If the obligor is an affiliate of the trustee, describe each such
          affiliation.

          None.





                                      -2-




ITEM 16. LIST OF EXHIBITS

     List below all exhibits filed as a part of this Statement of Eligibility.

     1. A copy of the Articles of Association of the Trustee as now in effect,
including the Organization Certificate and the Certificates of Amendment dated
February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).

     2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).

     3. None, authorization to exercise corporate trust powers being contained
in the documents identified above as Exhibits 1 and 2.

     4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).

     5. Not applicable.

     6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).

     7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.

     8. Not applicable.

     9. Not applicable.

                                    SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 9th day of November, 2001.

                                       THE CHASE MANHATTAN BANK

                                       By /s/ Joanne Adamis
                                          --------------------------------------
                                              Joanne Adamis
                                              Vice President





                                       -3-







                              Exhibit 7 to Form T-1


                                Bank Call Notice

                             RESERVE DISTRICT NO. 2
                       CONSOLIDATED REPORT OF CONDITION OF

                            The Chase Manhattan Bank
                  of 270 Park Avenue, New York, New York 10017
                     and Foreign and Domestic Subsidiaries,
                     a member of the Federal Reserve System,

              at the close of business June 30, 2001, in accordance
          with a call made by the Federal Reserve Bank of this District
             pursuant to the provisions of the Federal Reserve Act.



                                                                                  DOLLAR AMOUNTS
                                ASSETS                                             IN MILLIONS
                                ------                                            --------------
                                                                            
Cash and balances due from depository institutions:
    Noninterest-bearing balances and
    currency and coin ..........................................................    $ 21,536
    Interest-bearing balances ..................................................      31,428
Securities:
Held to maturity securities.....................................................         481
Available for sale securities...................................................      60,903
Federal funds sold and securities purchased under
    agreements to resell .......................................................      42,824
Loans and lease financing receivables:
    Loans and leases held for sale..............................................       3,856
    Loans and leases, net of unearned income        $155,575
    Less: Allowance for loan and lease losses          2,276
    Loans and leases, net of unearned income and
    allowance...................................................................     153,299
Trading Assets
 ................................................................................      66,636
Premises and fixed assets (including capitalized leases)........................       4,468
Other real estate owned.........................................................          45
Investments in unconsolidated subsidiaries and associated
companies.......................................................................         353
Customers' liability to this bank on acceptances
    outstanding ................................................................         346
Intangible assets
        Goodwill................................................................       1,785
        Other Intangible assets.................................................       4,365
Other assets ...................................................................      19,923
                                                                                    --------
TOTAL ASSETS .......................................................................$412,248
                                                                                    ========





                                       -4-







                                 LIABILITIES
                                 -----------
                                                                            
Deposits
    In domestic offices ........................................................    $137,865
    Noninterest-bearing ........................... $ 56,799
    Interest-bearing ...............................  81,066
    In foreign offices, Edge and Agreement
    subsidiaries and IBF's......................................................     113,924
        Noninterest-bearing........................ $  6,537
    Interest-bearing ..............................  107,387

Federal funds purchased and securities sold under agree-
ments to repurchase ............................................................      65,474
Trading liabilities ............................................................      39,611
Other borrowed money (includes mortgage indebtedness
    and obligations under capitalized leases)...................................      10,573
Bank's liability on acceptances executed and outstanding........................         346
Subordinated notes and debentures ..............................................       6,355
Other liabilities ..............................................................      14,772
TOTAL LIABILITIES ..............................................................     388,920
Minority Interest in consolidated subsidiaries..................................          89

                               EQUITY CAPITAL
                               --------------

Perpetual preferred stock and related surplus...................................           0
Common stock ...................................................................       1,211
Surplus  (exclude all surplus related to preferred stock).......................      12,715
    Retained earnings...........................................................       9,985
    Accumulated other comprehensive income......................................        (672)
Other equity capital components.................................................           0
TOTAL EQUITY CAPITAL ...........................................................      23,239
                                                                                    --------
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL                            $412,248
                                                                                    ========


I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.

                             JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the in- structions
issued by the appropriate Federal regulatory authority and is true and correct.


                             WILLIAM B. HARRISON JR.  )
                             DOUGLAS A. WARNER III    ) DIRECTORS
                             WILLIAM H. GRAY III      )




                                      -5-