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As filed with the Securities and Exchange Commission on December 15, 2008
Registration Statement No. 333-      
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form S-3
 
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
The Travelers Companies, Inc.
Travelers Capital Trust II
Travelers Capital Trust III
Travelers Capital Trust IV
Travelers Capital Trust V
(Exact name of Registrant as specified in its charter)
     
Minnesota
Delaware
Delaware
Delaware
Delaware
  41-0518860
41-6495364
20-1341934
20-1341964
20-1342011
(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)
 
Matthew S. Furman, Esq.
Senior Vice President
The Travelers Companies, Inc.
385 Washington Street
St. Paul, Minnesota 55102
(917) 778-6828
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
Copy to:
Avrohom J. Kess, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
 
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.   o
 
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.   þ
 
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.   o
 
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.   o
 
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.   þ
 
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.   o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
             
Large accelerated filer  þ
  Accelerated filer  o   Non-accelerated filer  o
(Do not check if a smaller reporting company)
  Smaller reporting company  o
 
CALCULATION OF REGISTRATION FEE
 
                         
            Proposed Maximum
    Proposed Maximum
    Amount of
Title of Each Class of
    Amount to be
    Offering Price
    Aggregate
    Registration
Securities to be Registered     Registered(1)     per Unit(1)     Offering Price(1)     Fee(1)
Senior Debt Securities of The Travelers Companies, Inc. 
                       
Subordinated Debt Securities of The Travelers Companies, Inc. 
                       
Junior Subordinated Debt Securities of The Travelers Companies, Inc. 
                       
Preferred Stock of The Travelers Companies, Inc. 
                       
Depositary Shares of The Travelers Companies, Inc.(2)
                       
Common Stock, without par value, of The Travelers Companies, Inc. 
                       
Warrants of The Travelers Companies, Inc. 
                       
Stock Purchase Contracts of The Travelers Companies, Inc. 
                       
Units of The Travelers Companies, Inc. 
                       
Preferred Securities of Travelers Capital Trust II
                       
Preferred Securities of Travelers Capital Trust III
                       
Preferred Securities of Travelers Capital Trust IV
                       
Preferred Securities of Travelers Capital Trust V
                       
The Travelers Companies, Inc. Guarantee of Preferred Securities of Travelers Capital Trust II, Travelers Capital Trust III, Travelers Capital Trust IV and Travelers Capital Trust V(3)
                       
                         
 
(1)  An indeterminate aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be offered at indeterminate prices. Separate consideration may or may not be received for securities that are issuable upon exercise, conversion or exchange of other securities or that are issued in units or represented by depositary shares. In accordance with Rules 456(b) and 457(r) of the Securities Act, the registrants are deferring payment of all of the registration fee. Registration fees will be paid subsequently on a pay as you go basis.
 
(2)  Each depositary share will be issued under a deposit agreement and will be evidenced by a depositary receipt. In the event The Travelers Companies, Inc. elects to offer to the public fractional interests in shares of the preferred stock registered hereunder, depositary receipts will be distributed to those persons purchasing such fractional interests, and shares of preferred stock will be issued to the depositary under the deposit agreement. No separate consideration will be received for the depositary shares.
 
(3)  The Travelers Companies, Inc. is also registering the guarantees and other obligations that it may have with respect to preferred securities to be issued by any of Travelers Capital Trust II, Travelers Capital Trust III, Travelers Capital Trust IV and Travelers Capital Trust V or with respect to similar securities that may be issued by similar entities formed in the future. No separate consideration will be received for any guarantee, and pursuant to Rule 457(n) under the Securities Act, no separate registration fee will be paid in respect of any such guarantee.
 


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PROSPECTUS
The Travelers Companies, Inc.
 
(TRAVELERS COMPANIES INC LOGO)
 
Senior Debt Securities
Subordinated Debt Securities
Junior Subordinated Debt Securities
Preferred Stock
Depositary Shares
Common Stock
Warrants
Stock Purchase Contracts
and
Units
 
Travelers Capital Trust II
Travelers Capital Trust III
Travelers Capital Trust IV
Travelers Capital Trust V
 
Preferred Securities
guaranteed to the extent set forth herein
by The Travelers 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. We may offer and sell these securities to or through one or more underwriters, dealers and agents or directly to purchasers, on a continuous or delayed basis.
 
The Travelers Companies, Inc.’s common stock is listed on the New York Stock Exchange under the symbol “TRV”.
 
Neither the Securities and Exchange Commission nor any state securities commission 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 December 15, 2008.


 

 
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  EX-4.2: FORM OF INDENTURE
  EX-4.24: AMENDED AND RESTATED DECLARATION OF TRUST
  EX-4.25: AMENDED AND RESTATED DECLARATION OF TRUST
  EX-4.26: AMENDED AND RESTATED DECLARATION OF TRUST
  EX-4.27: AMENDED AND RESTATED DECLARATION OF TRUST
  EX-4.28: FORM OF SECOND AMENDED AND RESTATED DECLARATION OF TRUST
  EX-4.31: FORM OF PREFERRED SECURITIES GUARANTEE AGREEMENT
  EX-4.32: FORM OF COMMON SECURITIES GUARANTEE AGREEMENT
  EX-5.1: OPINION OF WENDY C. SKJERVEN, ESQ.
  EX-5.2: OPINION OF RICHARDS, LAYTON & FINGER, P.A.
  EX-5.3: OPINION OF SIMPSON THACHER & BARTLETT LLP
  EX-23.1: CONSENT OF KPMG LLP
  EX-24: POWERS OF ATTORNEY
  EX-25.1: FORM T-1
  EX-25.2: FORM T-1
  EX-25.3: FORM T-1
  EX-25.4: FORM T-1
  EX-25.5: FORM T-1
  EX-25.6: FORM T-1
  EX-25.7: FORM T-1
  EX-25.8: FORM T-1
  EX-25.9: FORM T-1
  EX-25.10: FORM T-1
  EX-25.11: FORM T-1
 
Unless the context otherwise indicates, the terms “Travelers”, “we”, “us” or “our” means The Travelers Companies, Inc. and its consolidated subsidiaries, and the term “Trusts” means, collectively, Travelers Capital Trust II, Travelers Capital Trust III, Travelers Capital Trust IV and Travelers Capital Trust V.
 
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.
 
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 or incorporate by reference 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 office 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


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incorporated by reference. Neither we, the Trusts 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 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, as amended (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
STATEMENT DISCLOSURE AND CERTAIN RISKS
 
This prospectus may contain, and documents incorporated by reference herein may contain, certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, may be forward-looking statements. Specifically, earnings guidance, statements about our share repurchase plans, statements about the potential impact of the recent disruption in the investment markets and other economic conditions on our investment portfolio and underwriting results are forward looking, and we may make forward-looking statements about our results of operations (including, among others, premium volume, net and operating income, investment income, return on equity, expected returns and combined ratio) and financial condition (including, among others, invested assets and liquidity); the sufficiency of our asbestos and other reserves (including, among others, asbestos claim payment patterns); the cost and availability of reinsurance coverage; catastrophe losses; investment performance; investment, economic and underwriting market conditions; and strategic initiatives. Such statements are subject to risks and uncertainties, many of which are difficult to predict and generally beyond our control, that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements.
 
Some of the factors that could cause actual results to differ include, but are not limited to, the following: catastrophe losses could materially and adversely affect our results of operations, our financial position and/or liquidity and could adversely impact our ratings, our ability to raise capital and the availability and cost of reinsurance; if actual claims exceed our loss reserves, or if changes in the estimated level of loss reserves are necessary, our financial results could be materially and adversely affected; our business could be harmed because of our potential exposure to asbestos and environmental claims and related litigation; we are exposed to, and may face adverse developments involving, mass tort claims such as those relating to exposure to potentially harmful products or substances; the effects of emerging claim and coverage issues on our business are uncertain; we may not be able to collect all amounts due to us from reinsurers, and reinsurance coverage may not be available to us in the future at commercially reasonable rates or at all; the intense competition that we face could harm our ability to maintain or increase our profitability and premium volume; we are exposed to credit risk in certain of our business operations and in our investment portfolio; the insurance industry and we are the subject of a number of investigations by state and federal authorities in the United States, and we cannot predict the outcome of these investigations or their impact on our business or financial results; our businesses are heavily regulated, and changes in regulation may reduce our profitability and limit our growth; a downgrade in our claims-paying and debt ratings could adversely impact our business volumes, adversely impact our ability to access the capital markets and increase our borrowing costs; our investment portfolio may suffer reduced returns or losses; deteriorating economic conditions in the United States and abroad could


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adversely impact our ability to grow our business profitably, and inflation could result in an increase in loss costs which could negatively impact our profitability; the inability of our insurance subsidiaries to pay dividends to our holding company in sufficient amounts would harm our ability to meet our obligations and to pay future shareholder dividends; disruptions to our relationships with our independent agents and brokers could adversely affect us; we are subject to a number of risks associated with our business outside the United States including operational, legal and foreign exchange rate risk; we could be adversely affected if our controls to ensure compliance with guidelines, policies and legal and regulatory standards are not effective; our business success and profitability depend, in part, on effective information technology systems and on continuing to develop and implement improvements in technology; certain significant multiyear technology projects are currently in process but may not be successful; and if we experience difficulties with technology, data security and/or outsourcing relationships, our ability to conduct our business could be negatively impacted.
 
Our forward-looking statements speak only as of the date of this prospectus or as of the date of the documents incorporated herein by reference, and we undertake no obligation to update our forward-looking statements. For a more detailed discussion of these factors, see the information under the caption “Risk Factors” in the Company’s most recent annual report on Form 10-K filed with the Securities and Exchange Commission and under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Form 10-K.
 
WHERE YOU CAN FIND MORE INFORMATION
 
We file annual, quarterly and current 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 with the SEC at the SEC’s Public Reference Room at 100 F. Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. Our common stock is traded on the New York Stock Exchange under the symbol “TRV.” You may inspect the reports, proxy statements and other information concerning us at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005. You may find additional information about us at our web site at http://www.travelers.com. The information on our web site is not part of this prospectus.
 
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 any future filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior to the termination of the offering under this prospectus:
 
  •  Annual Report on Form 10-K for the year ended December 31, 2007;
 
  •  Quarterly Reports on Form 10-Q for the quarters ended March 31, 2008, June 30, 2008 and September 30, 2008;
 
  •  Current Reports on Form 8-K filed on May 13, 2008, June 17, 2008, August 11, 2008 and October 14, 2008; and
 
  •  Form 8-A filed on October 17, 1991, including any amendments or supplements thereto.


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You may request a copy of these filings at no cost, by writing or telephoning us at the following address:
 
The Travelers Companies, Inc.
Attn: Corporate Secretary
385 Washington Street
St. Paul, Minnesota 55102
Telephone No.: (917) 778-6828
 
We have not included or incorporated by reference in this prospectus any separate financial statements of the Trusts. 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 Trusts;
 
  •  the Trusts do not and will not have any independent operations other than to issue securities and to purchase and hold our debt securities; and
 
  •  we are fully and unconditionally guaranteeing the obligations of the Trusts as described in this prospectus.
 
Although the Trusts would normally be required to file information with the SEC on an ongoing basis, we expect the SEC to exempt the Trusts from filing this information for as long as we continue to file our information with the SEC.


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THE TRAVELERS COMPANIES, INC.
 
The Travelers Companies, Inc. is a holding company principally engaged, through its subsidiaries, in providing a wide range of commercial and personal property and casualty insurance products and services to businesses, government units, associations and individuals. The company, known as The St. Paul Companies, Inc., or St. Paul, prior to its merger on April 1, 2004 with Travelers Property Casualty Corp., or Travelers Property, is incorporated as a general business corporation under the laws of the State of Minnesota and is one of the oldest insurance organizations in the United States, dating back to 1853. Upon completion of the merger with Travelers Property, the company was named The St. Paul Travelers Companies, Inc. The company’s name was changed to The Travelers Companies, Inc. on February 26, 2007.
 
The principal executive offices of the company are located at 385 Washington Street, St. Paul, Minnesota 55102, and the telephone number is (651) 310-7911. Unless the context otherwise indicates, the terms “we”, “us”, “our” or “Travelers” mean The Travelers Companies, Inc. and its consolidated subsidiaries.
 
THE TRUSTS
 
Each of Travelers Capital Trust II, Travelers Capital Trust III, Travelers Capital Trust IV and Travelers Capital Trust V (each a “Trust” and collectively the “Trusts”) is a statutory trust created under Delaware law. Each of the Trusts exists for the exclusive purposes of:
 
  •  issuing the preferred securities, which represent preferred undivided beneficial ownership interests in such Trust’s assets;
 
  •  issuing the common securities, which represent common undivided beneficial ownership interests in such Trust’s assets, to us;
 
  •  using the proceeds from the issuances to purchase one or more series of securities issued by us, including senior debt securities, subordinated debt securities, junior subordinated debt securities and warrants;
 
  •  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 senior debt securities, subordinated debt securities, junior subordinated debt securities and warrants we sell to a Trust will be the sole assets of such Trust, and, accordingly, payments under the senior, subordinated or junior subordinated debt securities will be the sole revenues of such Trust, and such Trust’s ability to distribute shares of our common stock or other securities upon conversion of the preferred securities, if convertible, will depend solely on our performance under the warrants or convertible debt securities sold by us to such Trust. We will acquire and own all of the common securities of each of the Trusts. 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 applicable declaration of trust resulting from an event of default under the senior, subordinated or junior 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.
 
Each Trust has a term as to be provided in each respective declaration of trust, which will be described in the prospectus supplement. The Trusts’ business and affairs are conducted by the trustees. The trustees for the Trusts are The Bank of New York Mellon Trust Company, N.A., as institutional trustee, BNY Mellon Trust of Delaware, as the Delaware trustee, and two regular trustees or “administrative trustees” who are officers of The Travelers Companies, Inc. The Bank of New York Mellon Trust Company, N.A., as institutional trustee, will act as sole indenture trustee under the declarations of trust. The Bank of New York Mellon Trust Company, N.A. will also act as guarantee trustee under the guarantee and as indenture trustee under the senior debt indenture, the subordinated debt indenture and the junior subordinated debt indenture.


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The duties and obligations of each trustee are governed by the declarations of trust. As sponsor of the Trusts, 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 Trusts and any offering of the Trusts’ preferred securities and will pay, directly or indirectly, all ongoing costs, expenses and liabilities of the Trusts. The principal executive office of the Trusts is c/o The Travelers Companies, Inc., 385 Washington Street, St. Paul, Minnesota 55102, and the telephone number is (651) 310-7911.
 
USE OF PROCEEDS
 
We intend to use the net proceeds from the sale of the securities as set forth in the applicable prospectus supplement.
 
RATIOS OF EARNINGS TO FIXED CHARGES AND EARNINGS TO
COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
 
The following table sets forth our ratio of earnings to fixed charges and our ratio of earnings to combined fixed charges and preferred dividend requirements for each of the periods indicated:
 
                                                 
    Nine Months
                   
    Ended
                   
    September 30,
  Year Ended December 31,
    2008   2007   2006   2005   2004   2003
 
Ratio of earnings to fixed charges
    9.32 x     15.64 x     15.24 x     8.46 x     4.11 x     11.89 x
Ratio of earnings to combined fixed charges and preferred dividend requirements
    9.21 x     15.41 x     14.96 x     8.25 x     4.01 x     11.89 x
 
For accounting purposes, the merger of St. Paul and Travelers Property was accounted for as a reverse acquisition with Travelers Property treated as the accounting acquirer. Accordingly, this transaction was accounted for as a purchase business combination, using Travelers Property’s historical financial information and applying fair value estimates to the acquired assets, liabilities and commitments of St. Paul as of April 1, 2004. Beginning on April 1, 2004, the results of operations and financial condition of St. Paul were consolidated with Travelers Property. Accordingly, all financial information presented for the twelve months ended December 31, 2004 reflects the accounts of Travelers Property for the three months ended March 31, 2004 and the consolidated accounts of St. Paul and Travelers Property for the nine months ended December 31, 2004. The financial information for 2003 reflects the accounts of Travelers Property.
 
The ratio of earnings to fixed charges is computed by dividing income available for fixed charges by the fixed charges. For purposes of this ratio, fixed charges consist of that portion of rentals deemed representative of the appropriate interest factor.
 
DESCRIPTION OF DEBT SECURITIES WE MAY OFFER
 
We may issue senior debt securities, subordinated debt securities or junior subordinated debt securities. None of the senior debt securities, the subordinated debt securities or the junior subordinated debt securities will be secured by any of our property or assets. Thus, by owning a debt security issued by us, 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 junior subordinated debt securities will constitute part of our junior subordinated debt, will be issued under a junior subordinated indenture described below and will be subordinate in right of payment to all of our “senior indebtedness”, including our


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subordinated debt, as defined in the junior subordinated indenture. The prospectus supplement for any series of subordinated debt securities or junior subordinated debt securities will indicate the approximate amount of senior indebtedness outstanding as of the end of the most recent fiscal quarter. None of the indentures limit our ability to incur additional indebtedness, including senior indebtedness.
 
“Debt securities” in this prospectus refers to the senior debt securities, the subordinated debt securities and the junior subordinated debt securities.
 
The debt securities are each governed by a document called an indenture — the senior debt indenture, in the case of the senior debt securities, the subordinated debt indenture, in the case of the subordinated debt securities, and the junior subordinated debt indenture, in the case of the junior subordinated debt securities. Each of the senior debt indenture and the subordinated debt indenture is a contract between us and The Bank of New York Mellon Trust Company, N.A., which will act as trustee. The indentures are substantially similar, except for (i) the covenant described below under “— Restrictive Covenants — Limitations on Liens and Other Encumbrances on Voting Stock of Designated Subsidiaries” and the related provisions regarding the treatment of liens when we merge or engage in similar transactions (as described under “— Special Situations — Mergers and Similar Events”), which are included only in the senior debt indenture, (ii) the provisions relating to subordination, which are included only in the subordinated debt indenture and the junior subordinated debt indenture, (iii) the definition of senior indebtedness in the subordinated debt indenture and the junior subordinated debt indenture, which is different in each indenture and (iv) the events of default contained in the junior subordinated indenture, which are limited to payment defaults and certain events of bankruptcy.
 
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 “— Default and Related Matters — Events of Default — 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 senior debt indenture, dated as of March 12, 2002, the form of subordinated debt indenture and the form of junior subordinated debt indenture appear as exhibits 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 any of the indentures 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 in this prospectus 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 or in the prospectus supplement.
 
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 will be described in the prospectus supplement and the pricing supplement, if any, 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, a series of subordinated debt securities or a series of junior 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 are payable;
 
  •  the dates on which interest, if any, on the series of debt securities will be payable, the regular record dates for the interest payment dates and whether interest payments may be deferred;
 
  •  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 date on or 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 $2,000 and any integral multiple of $1,000 in excess of $2,000, 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;


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  •  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;
 
  •  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 — Events of Default — 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 trustees and those of any third parties employed by us or the trustees, 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.


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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”.
 
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 below under “— Default and Related Matters”.


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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 applicable trustee) is responsible for deciding the names of the institutions that will be the initial direct holders.
 
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 and the junior subordinated 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, which will be described in the prospectus supplement;
 
  •  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 of $2,000 and multiples of $1,000 in excess of $2,000.
 
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.


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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 issuance, transfer or exchange of debt securities during the period beginning at the opening of business 15 days before the day we mail the notice of redemption and ending at the close of business on the day of that mailing, in order to freeze the list of holders to prepare the 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 prorate interest fairly between buyer and seller. This prorated 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. 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.


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  •  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 — 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. The 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


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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 or the junior subordinated indenture in a manner that would adversely affect the outstanding subordinated debt securities or junior subordinated debt securities, as the case may be, of 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 or junior subordinated debt securities should recognize that contractual provisions in the subordinated debt indenture and junior 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. Junior subordinated debt securities are subordinate and junior in right of payment, to the extent and in the manner stated in the junior subordinated debt indenture, to all of our


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senior indebtedness, as defined in the junior subordinated debt indenture, including all debt securities we have issued and will issue under the senior debt indenture and subordinated debt indenture.
 
Subject to the qualifications described below, the term “senior indebtedness” is defined in the subordinated debt indenture to include principal of, and interest and premium (if any) on, and any other payment due pursuant to any of the following, whether incurred prior to, on or after the date of this prospectus:
 
  •  all of our obligations (other than obligations pursuant to the subordinated debt indenture, the subordinated debt securities, the junior subordinated debt indenture and the junior subordinated debt securities) for borrowed money;
 
  •  all of our obligations evidenced by notes, debentures, bonds or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses;
 
  •  all of our obligations under leases required or permitted to be capitalized under generally accepted accounting principles;
 
  •  all of our reimbursement obligations with respect to letters of credit, bankers’ acceptances or similar facilities issued for our account;
 
  •  all of our obligations issued or assumed as the deferred purchase price of property or services, including all obligations under master lease transactions pursuant to which we or any of our subsidiaries have agreed to be treated as owner of the subject property for federal income tax purposes (but excluding trade accounts payable or accrued liabilities arising in the ordinary course of business);
 
  •  all of our payment obligations under interest rate swap or similar agreements or foreign currency hedge, exchange or similar agreements at the time of determination, including any such obligations we incurred 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 ours;
 
  •  all obligations of the types referred to in the preceding bullet points of another person and all dividends of another person the payment of which, in either case, we have assumed or guaranteed or for which we are responsible or liable, directly or indirectly, jointly or severally, as obligor, guarantor or otherwise;
 
  •  all compensation and reimbursement obligations of ours to the trustee pursuant to the subordinated debt indenture and the junior subordinated indenture; and
 
  •  all amendments, modifications, renewals, extensions, refinancings, replacements and refundings of any of the above types of indebtedness.
 
Notwithstanding anything to the contrary in the foregoing, under the subordinated debt indenture, senior indebtedness will not include:
 
  •  indebtedness we owe to a subsidiary of ours or our employees;
 
  •  indebtedness which, by its terms, expressly provides that it does not rank senior to the subordinated debt securities;
 
  •  indebtedness incurred for the purchase of goods, materials or property, or for services obtained in the ordinary course of business or for other liabilities arising in the ordinary course of business; and
 
  •  indebtedness we may incur in violation of the subordinated debt indenture.
 
Subject to the qualifications described below, the term “senior indebtedness” is defined in the junior subordinated indenture to include principal of, and interest and premium (if any) on, and any other payment due pursuant to any of the following, whether incurred prior to, on or after the date of this prospectus:
 
  •  all of our obligations (other than obligations pursuant to the junior subordinated indenture and the junior subordinated debt securities) for money borrowed;


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  •  all of our obligations evidenced by notes, debentures, bonds or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses and including all other debt securities issued by us to any trust or a trustee of such trust, or to a partnership or other affiliate that acts as a financing vehicle for us, in connection with the issuance of securities by such vehicles (including but not limited to the junior subordinated debentures, series A, issued pursuant to the indenture dated as of December 24, 1996, between USF&G Corporation and The Bank of New York, as amended, the junior subordinated debentures, series C, issued pursuant to the indenture dated as of July 8, 1997, between USF&G Corporation and The Bank of New York, as amended and the junior subordinated deferrable interest debentures, issued pursuant to the indenture dated as of December 23, 1997 between MMI Companies, Inc. and The Bank of New York, as amended);
 
  •  all of our obligations under leases required or permitted to be capitalized under generally accepted accounting principles;
 
  •  all of our reimbursement obligations with respect to letters of credit, bankers’ acceptances or similar facilities issued for our account;
 
  •  all of our obligations issued or assumed as the deferred purchase price of property or services, including all obligations under master lease transactions pursuant to which we or any of our subsidiaries have agreed to be treated as owner of the subject property for federal income tax purposes (but excluding trade accounts payable or accrued liabilities arising in the ordinary course of business);
 
  •  all of our payment obligations under interest rate swap or similar agreements or foreign currency hedge, exchange or similar agreements at the time of determination, including any such obligations we incurred 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 ours;
 
  •  all obligations of the types referred to in the preceding bullet points of another person and all dividends of another person the payment of which, in either case, we have assumed or guaranteed or for which we are responsible or liable, directly or indirectly, jointly or severally, as obligor, guarantor or otherwise;
 
  •  all compensation and reimbursement obligations of ours to the trustee pursuant to the junior subordinated indenture; and
 
  •  all amendments, modifications, renewals, extensions, refinancings, replacements and refundings of any of the above types of indebtedness.
 
The junior subordinated debt securities will rank senior to all of our equity securities.
 
The senior indebtedness will continue to be senior indebtedness and entitled to the benefits of the subordination provisions irrespective of any amendment, modification or waiver of any term of the senior indebtedness or extension or renewal of the senior indebtedness.
 
Notwithstanding anything to the contrary in the foregoing, under the junior subordinated indenture, senior indebtedness will not include:
 
  •  indebtedness incurred for the purchase of goods, materials or property, or for services obtained in the ordinary course of business or for other liabilities arising in the ordinary course of business;
 
  •  any indebtedness which by its terms expressly provides that it is not superior in right of payment to the junior subordinated debt securities; or
 
  •  any of our indebtedness owed to a person who is our subsidiary or our employees.


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Each of the subordinated debt indenture and junior subordinated debt indenture provides that no payment or other distribution may be made in respect of any subordinated debt securities or junior subordinated debt securities, as the case may be, in the following circumstances:
 
  •  in the event of any default in the payment of principal of (or premium, if any) or interest on any senior indebtedness (as defined in the applicable indenture) 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 (“senior payment default”), unless and until such senior payment default has been cured or waived; or
 
  •  in the event of any senior nonmonetary default (as defined below), during the period commencing on the date of receipt by us and the trustee of written notice of such senior nonmonetary default from the holder of such senior indebtedness 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 has been cured or waived in writing or has ceased to exist and any acceleration of senior indebtedness to which such senior nonmonetary default relates has been rescinded or annulled or (ii) the 179th day after the date of such receipt of such written notice. “Senior nonmonetary default” is defined as the occurrence 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 a holder of such senior indebtedness (or a trustee or agent on behalf of the holder) to declare such senior indebtedness due and payable prior to the date on which it would otherwise become due and payable.
 
If the trustee under the subordinated debt indenture or junior subordinated debt indenture, as the case may be, or any direct holders of the subordinated debt securities or junior subordinated debt securities, as the case may be, 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 or junior subordinated debt securities, as the case may be, 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 or the junior subordinated debt indenture, as the case may be, 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 and junior subordinated debt indenture do 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 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 and ratably 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.


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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 any of our subsidiaries that, together with its subsidiaries, has assets exceeding 20% of our consolidated assets. As of the date of this prospectus, St. Paul Fire and Marine Insurance Company, Travelers Property and its wholly-owned subsidiaries, Travelers Insurance Group Holdings Inc., The Travelers Indemnity Company and Travelers Casualty and Surety 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 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 such defeasance had not occurred. (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 and junior 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 or junior subordinated debt securities, as the case may be, 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 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 or junior subordinated debt


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  securities, as the case may be, would be entitled to some enumerated rights as secured creditors in the trust funds.
 
If we accomplished 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 and junior 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 such covenant defeasance had not occurred.
 
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 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 and junior 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 and the junior subordinated debt securities are subordinate and junior in right of payment to all of our senior indebtedness, as defined in the subordinated debt indenture and the junior subordinated debt indenture, as the case may be.


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Events of Default
 
You will have special rights if an event of default occurs and is not cured, as described later in this subsection.
 
What Is an Event of Default?   The term “event of default” generally 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.
 
However, unless otherwise specified in the applicable prospectus supplement, under the terms of the junior subordinated debt indenture, a covenant default and failure to deposit money into a sinking fund when required are not an event of default.
 
Remedies If an Event of Default Occurs.   If you are a holder of a subordinated debt or junior subordinated debt security, all remedies available upon the occurrence of an event of default under the applicable indenture will be subject to the restrictions on the subordinated debt securities and junior subordinated debt securities, as the case may be, 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;


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  •  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.
 
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
 
The Bank of New York Mellon Trust Company, N.A. is the trustee under the senior debt indenture, the subordinated debt indenture and the junior subordinated indenture. The Bank of New York Mellon is also a lender under a revolving credit agreement among us and certain banks named therein providing for aggregate borrowing by us of a maximum of $1.0 billion. No borrowings under this facility were outstanding at September 30, 2008. At September 30, 2008, The Bank of New York Mellon had issued $32.4 million in letters of credit on our behalf. The Bank of New York Mellon or its affiliates are also the trustee under other indentures pursuant to which we or our subsidiaries have issued debt securities and have provided, and may in the future provide, commercial and investment banking services to us from time to time.
 
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 amended and 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 amended and 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 amended and 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 amended and 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 amended and restated articles of incorporation one or more classes and series of shares, to designate each such class and series, to fix the relative rights and preferences of each such class and series and to issue such


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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 amended and 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 to surrender additional funds. Unless otherwise specified in the prospectus supplement relating to a particular series of preferred stock, 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.
 
Unless otherwise specified in the prospectus supplement relating to a particular series of preferred stock, 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, which 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.


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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 any other securities.
 
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.


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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.
 
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, which will be 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 a fraction or a multiple of a share 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.


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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.
 
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 or multiple 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.


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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 any other securities registered pursuant to the registration statement of which this prospectus forms a part. 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 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.


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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.
 
DESCRIPTION OF OUR COMMON STOCK
 
The following briefly summarizes the provisions of our amended and 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 amended and restated articles of incorporation and amended and restated bylaws which are exhibits to the registration statement which contains this prospectus.
 
Our Common Stock
 
Our authorized capital stock includes 1,745,000,000 shares of common stock. As of December 4, 2008, there were 585,006,811 shares of common stock outstanding, which were held by 80,286 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. 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 declaration and payment of future dividends to holders of our common stock will be at the discretion of our board of directors and will depend upon many factors, including our financial condition, earnings, capital requirements of our operating subsidiaries, legal requirements, regulatory constraints and other factors as the board of directors deems relevant.
 
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 “TRV”.
 
Transfer Agent
 
The transfer agent and registrar for our common stock is Wells Fargo Bank, N.A.


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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 in Section 302A.521 of the Minnesota Statutes) 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 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 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.
 
We have directors’ and officers’ liability insurance policies, with coverage of up to $250 million, subject to various deductibles and exclusions from coverage.
 
DESCRIPTION OF WARRANTS WE MAY OFFER
 
General
 
We may issue warrants to purchase senior debt securities, subordinated debt securities, junior 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 will be 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;


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  •  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 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, a form of which will be filed as an exhibit to the registration statement which contains this prospectus, 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, a form of which will be filed as an exhibit to the registration statement which contains this prospectus, and, if applicable, collateral arrangements and depositary arrangements relating to such units.


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DESCRIPTION OF PREFERRED SECURITIES THAT THE TRUSTS MAY OFFER
 
The following summary outlines the material terms and provisions of the preferred securities that the Trusts may offer. The particular terms of any preferred securities a 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.
 
Each of the Trusts will issue the preferred securities under a declaration of trust which we will enter into at the time of any offering of preferred securities by such Trust. The declarations of trust for the Trusts are subject to and governed by the Delaware law and the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and BNY Mellon Trust of Delaware will act as Delaware trustee and The Bank of New York Mellon Trust Company, N.A. will act as institutional trustee under the declarations of trusts 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 declaration of trust and those made part of the declaration of trust by the Trust Indenture Act and the Delaware Statutory Trust Act. The following summary may not be complete and is subject to, and qualified in its entirety by reference to, the declarations of trust, a form of which is filed as an exhibit to the registration statement which contains this prospectus, the Trust Indenture Act and the Delaware Statutory Trust Act.
 
Terms
 
Each declaration of trust will provide that the applicable 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 senior, subordinated or junior subordinated debt securities that we will issue to a Trust in exchange for the proceeds of the sales of the preferred and common securities, and because the preferred securities represent undivided interests in the related debt securities, any conversion feature applicable to the preferred securities will mirror the terms of the convertible debt securities or warrants, if any, that we will have issued to such Trust. If we fail to make a payment on the senior, subordinated or junior subordinated debt securities, the Trust holding those debt securities will not have sufficient funds to make related payments, including cash distributions, on its preferred securities. If the related debt securities, and, accordingly, the preferred securities are convertible into or exchangeable for shares of our common stock or other securities, in the event that we fail to perform under any convertible debt securities or warrants we issue to a Trust, such Trust will be unable to distribute to the holders any of our shares of common stock or other securities to be distributed to the holders of the preferred securities upon their conversion.
 
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;
 
  •  the right, if any, to defer distributions on the preferred securities upon extension of the interest payment period of the related 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;


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  •  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 debt securities held by the Trust issuing the preferred securities may be distributed to holders of preferred securities;
 
  •  if the related debt securities, and, accordingly, the preferred 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 is mandatory, at the option of the holder or at the option of the Trust, the date on or 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;
 
  •  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 applicable declaration of trust or with applicable law.
 
We will guarantee the common and preferred securities to the extent described below under “Description of Trust Guarantees”. Our guarantee, when taken together with our obligations under the related debt securities and the related indenture and any warrants and related warrant agreement, and our obligations under the declarations of trust, would provide a full, irrevocable and unconditional guarantee of amounts due on any common and preferred securities and the distribution of any securities to which the holders would be entitled upon conversion of the common and preferred securities, if the related debt securities, and, accordingly, the common and preferred securities are convertible into or exchangeable for shares of our common stock or other 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, each declaration of trust states that the applicable 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 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 a 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:
 
  •  distributions in an amount 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, unless in connection with such dissolution, the related debt securities in an aggregate principal amount equal


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  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, have been distributed on a pro rata basis to the holder in exchange for such preferred or common securities; and
 
  •  if we issued warrants to the Trust, a number of warrants equal to the holders’ proportionate share to total number of warrants held by the Trust.
 
If a 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 indenture has occurred and is continuing with respect to any series of related 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 each declaration of trust:
 
  •  an event of default under the applicable debt indenture occurs with respect to any related series of debt securities; or
 
  •  any other event of default specified in the applicable prospectus supplement occurs.
 
At any time after a declaration of acceleration has been made with respect to a related series of 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 debt securities and its consequences:
 
  •  if we have paid or deposited with the trustee funds sufficient to pay all overdue principal of and premium and interest on the related debt securities and other amounts due to the indenture trustee and the institutional trustee; and
 
  •  if all existing events of default with respect to the related debt securities have been cured or waived except non-payment of principal and interest on the related 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 indenture with respect to related debt securities, other than a default in the payment of principal of, or any premium or interest on, any related 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 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 declarations of trust, subject to certain qualifications provided in the 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 declarations 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 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 debt securities when payable.
 
We are required to furnish annually, to the institutional trustee for the Trusts, officers’ certificates to the effect that, to the best knowledge of the individuals providing the certificates, we and the Trusts are not in default under the applicable declaration of trust or, if there has been a default, specifying the default and its status.


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Consolidation, Merger or Amalgamation of the Trusts
 
Each of the Trusts 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 entity, except as described below or as described in “— Liquidation Distribution Upon Dissolution”. Each 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, amalgamate 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;
 
  •  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, consolidation, amalgamation or replacement (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, as amended (the “Investment Company Act”); 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 and common securities approve otherwise, a 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.


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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 Agreements” and “Description of Trust Guarantees — Modification of the Trust Guarantees; Assignment” and as otherwise required by law.
 
If any proposed amendment to a 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 declaration of trust or otherwise; or
 
  •  the dissolution, winding-up or termination of the Trust other than pursuant to the terms of the 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 a 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 applicable declaration of trust, including the right to direct the institutional trustee, as holder of the debt securities and, if applicable, the warrants, to:
 
  •  direct the time, method and place of conducting any proceeding for any remedy available to the indenture trustee for any related debt securities or execute any trust or power conferred on the indenture trustee with respect to the related debt securities;
 
  •  if we issue warrants to the Trust, direct the time, method and place of conducting any proceeding for any remedy available to the institutional trustee as the registered holder of the warrants;
 
  •  waive certain past defaults under the indenture with respect to any related debt securities, or the warrant agreement with respect to any warrants;
 
  •  cancel an acceleration of the maturity of the principal of any related debt securities; or
 
  •  consent to any amendment, modification or termination of the indenture or any related debt securities or the warrant agreement or warrants 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 a Trust of any notice of default received from the indenture trustee with respect to the 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 a Trust to redeem and cancel its preferred securities in accordance with its declaration of trust.


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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 Declarations of Trust
 
The declarations 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 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;
 
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 declarations 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 securities of a 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 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.
 
Notwithstanding the foregoing, without the consent of each affected holder of common or preferred securities of a Trust, a 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 conversion or 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 declaration of trust or, if the preferred securities are convertible and there is a separate warrant agreement, the warrant agreement, 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 applicable 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


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business of the trustee, shall be the successor of the trustee under the applicable 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, the institutional trustee for the Trusts will have all of the duties and responsibilities of an indenture trustee under the Trust Indenture Act. Except if an event of default exists under the declarations of trust, the institutional trustee will undertake to perform only the duties specifically set forth in declarations 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 applicable declaration of trust at the request of any holder of preferred securities, unless the institutional trustee is offered an indemnity reasonably satisfactory to it 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 that is provided for in the declaration of trust following a declaration of an event of default.
 
The Bank of New York Mellon Trust Company, N.A., which is the institutional trustee for the Trusts, also serves as the senior debt indenture trustee, the subordinated debt indenture trustee, the junior subordinated debt indenture trustee and the guarantee trustee under the trust guarantee described below. We and certain of our affiliates maintain banking relationships with The Bank of New York Mellon Trust Company, N.A. or its affiliates, which are described above under “Description of Debt Securities We May Offer — Our Relationship With the Trustee”.
 
Miscellaneous
 
The administrative trustees of the each of the Trusts are authorized and directed to conduct the affairs of and to operate the applicable 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 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.
 
The administrative trustees are authorized to take any action, so long as it is consistent with applicable law, the certificate of trust or the applicable declaration of trust that the administrative 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 securities.
 
Registered holders of the preferred securities have no preemptive or similar rights.
 
No Trust may, among other things, incur indebtedness.
 
Governing Law
 
The declarations 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 GUARANTEES
 
The following describes certain general terms and provisions of the trust guarantees which we will execute and deliver for the benefit of the holders from time to time of preferred securities and the common securities issued by the Trusts. The trust guarantees will be separately qualified as an indenture under the Trust Indenture Act, and The Bank of New York Mellon Trust Company, N.A. will act as indenture trustee under the trust guarantees for the purposes of compliance with the provisions of the Trust Indenture Act. The terms of the trust guarantees will be those contained in the trust guarantees and those made part of the trust guarantees by the Trust Indenture Act. The following summary may not be complete and is subject to and qualified in its entirety by reference to the form of trust guarantees, which is filed as an exhibit to the registration statement which contains this prospectus, and the Trust Indenture Act. The trust guarantees will be held by the guarantee trustee of each Trust for the benefit of the holders of the preferred securities.
 
General
 
We will irrevocably and unconditionally agree to pay or make the following payments or distributions with respect to common and preferred securities, in full, to the holders of the common and preferred securities, as and when they become due regardless of any defense, right of set-off or counterclaim that a Trust may have except for the defense of payment:
 
  •  any accumulated and unpaid distributions which are required to be paid on the common and 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 accumulated 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 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 accumulated and unpaid distributions on the common and 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 common and 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 common and preferred securities to which the trust guarantee relates or by causing a Trust to pay the amounts to the holders. Payments under the trust guarantee will be made on the common and preferred securities on a pro rata basis. However, if an event of default under the applicable indenture has occurred and is continuing with respect to any series of related debt securities, the total amounts due on the preferred securities will be paid before any payment on the common securities.
 
Modification of the Trust Guarantees; 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), each 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 common and 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 each trust guarantee will bind our successors, assigns, receivers, trustees and representatives and will be for the benefit of the holders of the outstanding common and preferred securities to which each trust guarantee relates.


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Termination
 
Each trust guarantee will terminate when any of the following has occurred:
 
  •  all common and preferred securities to which the trust guarantee relates have been paid in full or redeemed in full by us, the applicable Trust or both;
 
  •  the debt securities held by the applicable Trust have been distributed to the holders of the common and preferred securities; or
 
  •  the amounts payable in accordance with the applicable declaration of trust upon liquidation of the Trust have been paid in full.
 
Each trust guarantee will continue to be effective or will be reinstated, as the case may be, if at any time any holder of common and preferred securities to which each trust guarantee relates must restore payment of any amounts paid on the common and preferred securities or under each trust guarantee.
 
Events of Default
 
There will be an event of default under the trust guarantees if we fail to perform any of our payment or other obligations under the trust guarantees. 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 each of our trust guarantees.
 
Each trust guarantee will constitute a guarantee of payment and not of collection. The holders of a majority in liquidation amount of the common and preferred securities to which a 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 such trust guarantee or to direct the exercise of any trust or power conferred upon the guarantee trustee under such trust guarantee. If the guarantee trustee fails to enforce the applicable trust guarantee, any holder of common or 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 common or preferred securities may directly institute a proceeding against us for enforcement of the trust guarantee for such payment.
 
Status of the Trust Guarantees
 
The applicable prospectus supplement relating to the preferred securities will indicate whether the applicable trust guarantee is our senior or subordinated obligation. If such trust guarantee is our senior obligation, it will be our general unsecured obligation and will rank equal to our other senior and unsecured obligations.
 
Unless otherwise specified in the applicable prospectus supplement, if such trust guarantee is our subordinated obligation, it 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 or the junior subordinated debt indenture, as the case may be;
 
  •  on parity with (i) our most senior preferred or preference stock currently outstanding or issued in the future, (ii) our guarantees currently outstanding or issued in the future in respect of other preferred securities our affiliates have issued or may issue and (iii) other issues of subordinated debt securities; and
 
  •  senior to our common stock.


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The terms of the preferred securities provide that each holder of preferred securities by acceptance of the preferred securities agrees to any subordination provisions and other terms of the applicable trust guarantee relating to applicable 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 applicable trust guarantee and, in case a default with respect to such 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 applicable trust guarantee at the request of any holder of the common or preferred securities unless it is offered reasonable indemnity against the costs, expenses and liabilities that it may incur.
 
Governing Law
 
Each trust guarantee will be governed by and construed in accordance with the laws of the State of New York.
 
Effect of Obligations Under the Debt Securities and the Trust Guarantees
 
As long as we make payments of interest and any other payments when they are due on the debt securities held by a 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 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 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, as sponsor, 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 applicable 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 herein. Taken together, our obligations under the debt securities, the applicable debt indenture, the applicable declaration of trust and the applicable trust guarantee will provide a full, irrevocable and unconditional guarantee of a 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 a Trust’s obligations under the preferred securities.
 
If and to the extent that we do not make the required payments on the debt securities, a 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 a 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.


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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
 
In the opinion of Simpson Thacher & Bartlett LLP, our special United States tax counsel, the following discussion is a summary of the material United States federal income tax consequences of the ownership of the debt securities, preferred securities and common and preferred stock as of the date hereof.
 
Except where noted, this summary deals only with debt securities, preferred securities and common and preferred stock that are held as capital assets, and does not represent a detailed description of the United States federal income tax consequences applicable to you if you are subject to special treatment under the United States federal income tax laws, including if you are:
 
  •  a dealer in securities or currencies;
 
  •  a financial institution;
 
  •  a regulated investment company;
 
  •  a real estate investment trust;
 
  •  a tax-exempt organization;
 
  •  an insurance company;
 
  •  a person holding the debt securities, preferred securities, common stock or preferred stock as part of a hedging, integrated, conversion or constructive sale transaction or a straddle;
 
  •  a trader in securities that has elected the mark-to-market method of accounting for your securities;
 
  •  a person liable for alternative minimum tax;
 
  •  a partnership or other pass-through entity for United States federal income tax purposes;
 
  •  a “United States Holder” (as defined below) whose “functional currency” is not the U.S. dollar;
 
  •  a “controlled foreign corporation”;
 
  •  a “passive foreign investment company”; or
 
  •  a United States expatriate.
 
This summary is based upon provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations, rulings and judicial decisions as of the date hereof. Those authorities may be changed, perhaps retroactively, so as to result in United States federal income tax consequences different from those summarized below.
 
The discussion below assumes that all the debt securities issued under this prospectus will be classified for United States federal income tax purposes as our indebtedness and you should note that in the event of an alternative characterization, the tax consequences would differ from those discussed below. Accordingly, if we intend to treat a debt security as other than debt for United States federal income tax purposes, we will disclose the relevant tax considerations in the applicable prospectus supplement. We will summarize any special United States federal tax considerations relevant to a particular issue of the debt securities, preferred securities or common or preferred stock in the applicable prospectus supplement. We will also summarize material federal income tax consequences, if any, applicable to any offering of warrants, stock purchase contracts, units or depositary shares in the applicable prospectus supplement.
 
For purposes of this summary, a “United States Holder” means a beneficial owner of the debt securities, preferred securities or common or preferred stock that is for United States federal income tax purposes:
 
  •  an individual citizen or resident of the United States;
 
  •  a corporation (or any other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;


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  •  an estate the income of which is subject to United States federal income taxation regardless of its source; or
 
  •  a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person.
 
A “Non-United States Holder” means a beneficial owner of the debt securities, preferred securities or common or preferred stock who is neither a United States Holder nor a partnership for United States federal income tax purposes.
 
If a partnership holds the debt securities, preferred securities or common or preferred stock, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding the debt securities, preferred securities or common or preferred stock, you should consult your tax advisors.
 
This summary does not represent a detailed description of the United States federal income tax consequences to you in light of your particular circumstances and does not address the effects of any state, local or non-United States tax laws. If you are considering the purchase of debt securities, preferred securities or common or preferred stock, you should consult your own tax advisors concerning the particular United States federal income tax consequences to you, as well as the consequences to you arising under the laws of any other taxing jurisdiction.
 
Debt Securities
 
Consequences to United States Holders
 
The following is a summary of the material United States federal income tax consequences that will apply to you if you are a United States Holder of debt securities.
 
Payments of Interest
 
Except as set forth below, interest on a debt security will generally be taxable to you as ordinary income at the time it is paid or accrued in accordance with your method of accounting for tax purposes.
 
Original Issue Discount
 
If you own debt securities issued with original issue discount (“OID”), you will be subject to special tax accounting rules, as described in greater detail below. In that case, you should be aware that you generally must include OID in gross income in advance of the receipt of cash attributable to that income. However, you generally will not be required to include separately in income cash payments received on the debt securities, even if denominated as interest, to the extent those payments do not constitute “qualified stated interest,” as defined below. Notice will be given in the applicable prospectus supplement when we determine that a particular debt security will be an original issue discount debt security.
 
Additional rules applicable to debt securities with OID that are denominated in or determined by reference to a currency other than the U.S. dollar are described under “— Foreign Currency Debt Securities” below.
 
A debt security with an “issue price” that is less than the stated redemption price at maturity (the sum of all payments to be made on the debt security other than “qualified stated interest”) generally will be issued with OID if that difference is at least 0.25% of the stated redemption price at maturity multiplied by the number of complete years to maturity. The “issue price” of each debt security in a particular offering will be the first price at which a substantial amount of that particular offering is sold to the public. The term


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“qualified stated interest” means stated interest that is unconditionally payable in cash or in property, other than debt instruments of the issuer, and meets all of the following conditions:
 
  •  it is payable at least once per year;
 
  •  it is payable over the entire term of the debt security; and
 
  •  it is payable at a single fixed rate or, subject to certain conditions, based on one or more interest indices.
 
We will give you notice in the applicable prospectus supplement when we determine that a particular debt security will bear interest that is not qualified stated interest.
 
If you own a debt security issued with de minimis OID, which is discount that is not OID because it is less than 0.25% of the stated redemption price at maturity multiplied by the number of complete years to maturity, you generally must include the de minimis OID in income at the time principal payments on the debt securities are made in proportion to the amount paid. Any amount of de minimis OID that you have included in income will be treated as capital gain.
 
Certain of the debt securities may contain provisions permitting them to be redeemed prior to their stated maturity at our option and/or at your option. Original issue discount debt securities containing those features may be subject to rules that differ from the general rules discussed herein. If you are considering the purchase of original issue discount debt securities with those features, you should carefully examine the applicable prospectus supplement and should consult your own tax advisors with respect to those features since the tax consequences to you with respect to OID will depend, in part, on the particular terms and features of the debt securities.
 
If you own original issue discount debt securities with a maturity upon issuance of more than one year, you generally must include OID in income in advance of the receipt of some or all of the related cash payments using the “constant yield method” described in the following paragraphs.
 
The amount of OID that you must include in income if you are the initial United States Holder of an original issue discount debt security is the sum of the “daily portions” of OID with respect to the debt security for each day during the taxable year or portion of the taxable year in which you held that debt security (“accrued OID”). The daily portion is determined by allocating to each day in any “accrual period” a pro rata portion of the OID allocable to that accrual period. The “accrual period” for an original issue discount debt security may be of any length and may vary in length over the term of the debt security, provided that each accrual period is no longer than one year and each scheduled payment of principal or interest occurs on the first day or the final day of an accrual period. The amount of OID allocable to any accrual period other than the final accrual period is an amount equal to the excess, if any, of:
 
  •  the debt security’s “adjusted issue price” at the beginning of the accrual period multiplied by its yield to maturity, determined on the basis of compounding at the close of each accrual period and properly adjusted for the length of the accrual period; over
 
  •  the aggregate of all qualified stated interest allocable to the accrual period.
 
OID allocable to a final accrual period is the difference between the amount payable at maturity, other than a payment of qualified stated interest, and the adjusted issue price at the beginning of the final accrual period. Special rules will apply for calculating OID for an initial short accrual period. The “adjusted issue price” of a debt security at the beginning of any accrual period is equal to its issue price increased by the accrued OID for each prior accrual period, determined without regard to the amortization of any acquisition or bond premium, as described below, and reduced by any payments previously made on the debt security other than a payment of qualified stated interest. Under these rules, you will generally have to include in income increasingly greater amounts of OID in successive accrual periods. We are required to provide information returns stating the amount of OID accrued on debt securities held by persons of record other than corporations and other exempt holders.
 
Debt instruments that provide for a variable rate of interest (“variable rate debt securities”) are subject to special OID rules. In the case of an original issue discount debt security that is a variable rate debt security, both the “yield to maturity” and “qualified stated interest” will be determined solely for purposes of


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calculating the accrual of OID as though the debt security will bear interest in all periods at a fixed rate generally equal to the rate that would be applicable to interest payments on the debt security on its date of issue or, in the case of certain variable rate debt securities, the rate that reflects the yield to maturity that is reasonably expected for the debt security. Additional rules may apply if either:
 
  •  the interest on a variable rate debt security is based on more than one interest index; or
 
  •  the principal amount of the debt security is indexed in any manner.
 
The discussion above generally does not address debt securities providing for contingent payments. You should carefully examine the applicable prospectus supplement regarding the United States federal income tax consequences of the holding and disposition of any debt securities providing for contingent payments.
 
You may elect to treat all interest on any debt security as OID and calculate the amount includible in gross income under the constant yield method described above. For purposes of this election, interest includes stated interest, acquisition discount, OID, de minimis OID, market discount, de minimis market discount and unstated interest, as adjusted by any amortizable bond premium or acquisition premium. You should consult with your own tax advisors about this election.
 
Short-Term Debt Securities
 
In the case of debt securities having a term of one year or less, all payments, including all stated interest, will be included in the stated redemption price at maturity and will not be qualified stated interest. As a result, you will generally be taxed on the discount instead of stated interest. The discount will be equal to the excess of the stated redemption price at maturity over the issue price of a short-term debt security, unless you elect to compute this discount using tax basis instead of issue price. In general, individuals and certain other cash method United States Holders of short-term debt securities are not required to include accrued discount in their income currently unless they elect to do so, but may be required to include stated interest in income as the income is received. United States Holders that report income for United States federal income tax purposes on the accrual method and certain other United States Holders are required to accrue discount on short-term debt securities (as ordinary income) on a straight-line basis, unless an election is made to accrue the discount according to a constant yield method based on daily compounding. If you are not required, and do not elect, to include discount in income currently, any gain you realize on the sale, exchange or retirement of a short-term debt security will generally be ordinary income to you to the extent of the discount accrued by you through the date of sale, exchange or retirement. In addition, if you do not elect to currently include accrued discount in income you may be required to defer deductions for a portion of your interest expense with respect to any indebtedness attributable to the short-term debt securities.
 
Market Discount
 
If you purchase a debt security for an amount that is less than its stated redemption price at maturity (or, in the case of an original issue discount debt security, its adjusted issue price), the amount of the difference will be treated as “market discount” for United States federal income tax purposes, unless that difference is less than a specified de minimis amount. Under the market discount rules, you will be required to treat any principal payment on, or any gain on the sale, exchange, retirement or other disposition of, a debt security as ordinary income to the extent of the market discount that you have not previously included in income and are treated as having accrued on the debt security at the time of its payment or disposition.
 
In addition, you may be required to defer, until the maturity of the debt security or its earlier disposition in a taxable transaction, the deduction of all or a portion of the interest expense on any indebtedness attributable to the debt security. You may elect, on a debt security-by-debt security basis, to deduct the deferred interest expense in a tax year prior to the year of disposition. You should consult your own tax advisors before making this election.
 
Any market discount will be considered to accrue ratably during the period from the date of acquisition to the maturity date of the debt security, unless you elect to accrue on a constant interest method. You may


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elect to include market discount in income currently as it accrues, on either a ratable or constant interest method, in which case the rule described above regarding deferral of interest deductions will not apply.
 
Acquisition Premium, Amortizable Bond Premium
 
If you purchase an original issue discount debt security for an amount that is greater than its adjusted issue price but equal to or less than the sum of all amounts payable on the debt security after the purchase date other than payments of qualified stated interest, you will be considered to have purchased that debt security at an “acquisition premium.” Under the acquisition premium rules, the amount of OID that you must include in gross income with respect to the debt security for any taxable year will be reduced by the portion of the acquisition premium properly allocable to that year.
 
If you purchase a debt security (including an original issue discount debt security) for an amount in excess of the sum of all amounts payable on the debt security after the purchase date other than qualified stated interest, you will be considered to have purchased the debt security at a “premium” and, if it is an original issue discount debt security, you will not be required to include any OID in income. You generally may elect to amortize the premium over the remaining term of the debt security on a constant yield method as an offset to interest when includible in income under your regular accounting method. Special rules limit the amortization of premium in the case of convertible debt instruments. If you do not elect to amortize bond premium, that premium will decrease the gain or increase the loss you would otherwise recognize on disposition of the debt security.
 
Sale, Exchange and Retirement of Debt Securities
 
Your tax basis in a debt security will, in general, be your cost for that debt security, increased by OID, market discount or any discount with respect to a short-term debt security that you previously included in income, and reduced by any amortized premium and any cash payments on the debt security other than qualified stated interest. Upon the sale, exchange, retirement or other disposition of a debt security, you will recognize gain or loss equal to the difference between the amount you realize upon the sale, exchange, retirement or other disposition (less an amount equal to any accrued and unpaid qualified stated interest, which will be taxable as interest income to the extent not previously included in income) and the adjusted tax basis of the debt security. Except as described above with respect to certain short-term debt securities or with respect to market discount, with respect to gain or loss attributable to changes in exchange rates as discussed below with respect to foreign currency debt securities, and with respect to contingent payment debt instruments which this summary generally does not discuss, that gain or loss will be capital gain or loss. Capital gains of individuals derived in respect of capital assets held for more than one year are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations.
 
Foreign Currency Debt Securities
 
Payments of Interest.   If you receive interest payments made in a foreign currency and you use the cash basis method of accounting, you will be required to include in income the U.S. dollar value of the amount received, determined by translating the foreign currency received at the “spot rate” for such foreign currency on the date such payment is received regardless of whether the payment is in fact converted into U.S. dollars. You will not recognize exchange gain or loss with respect to the receipt of such payment.
 
If you use the accrual method of accounting, you may determine the amount of income recognized with respect to such interest in accordance with either of two methods. Under the first method, you will be required to include in income for each taxable year the U.S. dollar value of the interest that has accrued during such year, determined by translating such interest at the average rate of exchange for the period or periods during which such interest accrued. Under the second method, you may elect to translate interest income at the spot rate on:
 
  •  the last day of the accrual period;
 
  •  the last day of the taxable year if the accrual period straddles your taxable year; or
 
  •  the date the interest payment is received if such date is within five days of the end of the accrual period.


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Upon receipt of an interest payment on such debt security (including, upon the sale of a debt security, the receipt of proceeds which include amounts attributable to accrued interest previously included in income), you will recognize ordinary gain or loss in an amount equal to the difference between the U.S. dollar value of such payment (determined by translating the foreign currency received at the spot rate for such foreign currency on the date such payment is received) and the U.S. dollar value of the interest income you previously included in income with respect to such payment.
 
Original Issue Discount.   OID on a debt security that is also a foreign currency debt security will be determined for any accrual period in the applicable foreign currency and then translated into U.S. dollars, in the same manner as interest income accrued by a holder on the accrual basis, as described above. You will recognize exchange gain or loss when OID is paid (including, upon the sale of a debt security, the receipt of proceeds that include amounts attributable to OID previously included in income) to the extent of the difference between the U.S. dollar value of the accrued OID (determined in the same manner as for accrued interest) and the U.S. dollar value of such payment (determined by translating the foreign currency received at the spot rate for such foreign currency on the date such payment is received). For these purposes, all receipts on a debt security will be viewed:
 
  •  first, as the receipt of any stated interest payments called for under the terms of the debt security;
 
  •  second, as receipts of previously accrued OID (to the extent thereof), with payments considered made for the earliest accrual periods first; and
 
  •  third, as the receipt of principal.
 
Market Discount and Bond Premium.   The amount of market discount on foreign currency debt securities includible in income will generally be determined by translating the market discount determined in the foreign currency into U.S. dollars at the spot rate on the date the foreign currency debt security is retired or otherwise disposed of. If you have elected to accrue market discount currently, then the amount which accrues is determined in the foreign currency and then translated into U.S. dollars on the basis of the average exchange rate in effect during such accrual period. You will recognize exchange gain or loss with respect to market discount which is accrued currently using the approach applicable to the accrual of interest income as described above.
 
Bond premium on a foreign currency debt security will be computed in the applicable foreign currency. If you have elected to amortize the premium, the amortizable bond premium will reduce interest income in the applicable foreign currency. At the time bond premium is amortized, exchange gain or loss, which is generally ordinary gain or loss, will be realized based on the difference between spot rates at such time and the time of acquisition of the foreign currency debt security.
 
If you elect not to amortize bond premium, you must translate the bond premium computed in the foreign currency into U.S. dollars at the spot rate on the maturity date and such bond premium will constitute a capital loss which may be offset or eliminated by exchange gain.
 
Sale, Exchange and Retirement of Foreign Currency Debt Securities.   Upon the sale, exchange, retirement or other taxable disposition of a foreign currency debt security, you will recognize gain or loss equal to the difference between the amount realized upon the sale, exchange, retirement or other disposition (less an amount equal to any accrued and unpaid qualified stated interest, which will be treated as a payment of interest for United States federal income tax purposes) and your adjusted tax basis in the foreign currency debt security. Your initial tax basis in a foreign currency debt security generally will be your U.S. dollar cost. If you purchased a foreign currency debt security with foreign currency, your cost generally will be the U.S. dollar value of the foreign currency amount paid for such foreign currency debt security determined at the time of such purchase. If your foreign currency debt security is sold, exchanged or retired for an amount denominated in foreign currency, then your amount realized generally will be based on the spot rate of the foreign currency on the date of sale, exchange or retirement. If you are a cash method taxpayer and the foreign currency debt securities are traded on an established securities market, foreign currency paid or received is translated into U.S. dollars at the spot rate on the settlement date of the purchase or sale. An accrual method taxpayer may elect the same treatment with respect to the purchase and sale of foreign currency debt securities traded on an established securities market, provided that the election is applied consistently.


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Subject to the foreign currency rules discussed below, such gain or loss will be capital gain or loss and will be long-term capital gain or loss if at the time of sale, exchange, retirement or other disposition, the foreign currency debt security has been held for more than one year. Capital gains of individuals derived with respect to capital assets held for more than one year are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations. Gain or loss realized by you on the sale, exchange or retirement of a foreign currency debt security would generally be treated as U.S. source gain or loss.
 
A portion of your gain or loss with respect to the principal amount of a foreign currency debt security may be treated as exchange gain or loss. Exchange gain or loss will be treated as ordinary income or loss and generally will be U.S. source gain or loss. For these purposes, the principal amount of the foreign currency debt security is your purchase price for the foreign currency debt security calculated in the foreign currency on the date of purchase, and the amount of exchange gain or loss recognized is equal to the difference between (i) the U.S. dollar value of the principal amount determined on the date of the sale, exchange, retirement or other disposition of the foreign currency debt security and (ii) the U.S. dollar value of the principal amount determined on the date you purchased the foreign currency debt security. The amount of exchange gain or loss will be limited to the amount of overall gain or loss realized on the disposition of the foreign currency debt security.
 
Exchange Gain or Loss with Respect to Foreign Currency.   Your tax basis in the foreign currency received as interest on a foreign currency debt security will be the U.S. dollar value thereof at the spot rate in effect on the date the foreign currency is received. Your tax basis in foreign currency received on the sale, exchange or retirement of a foreign currency debt security will be equal to the U.S. dollar value of the foreign currency, determined at the time of the sale, exchange or retirement. As discussed above, if the foreign currency debt securities are traded on an established securities market, a cash basis United States Holder (or, upon election, an accrual basis United States Holder) will determine the U.S. dollar value of the foreign currency by translating the foreign currency received at the spot rate of exchange on the settlement date of the sale, exchange or retirement. Accordingly, your basis in the foreign currency received would be equal to the spot rate of exchange on the settlement date.
 
Any gain or loss recognized by you on a sale, exchange or other disposition of the foreign currency will be ordinary income or loss and generally will be United States source gain or loss.
 
Reportable Transactions.   Treasury regulations issued under the Code meant to require the reporting of certain tax shelter transactions could be interpreted to cover transactions generally not regarded as tax shelters, including certain foreign currency transactions. Under the Treasury regulations, certain transactions are required to be reported to the Internal Revenue Service (“IRS”), including, in certain circumstances, a sale, exchange, retirement or other taxable disposition of a foreign currency debt security or foreign currency received in respect of a foreign currency debt security to the extent that such sale, exchange, retirement or other taxable disposition results in a tax loss in excess of a threshold amount. If you are considering the purchase of a foreign currency debt security, you should consult with your own tax advisors to determine the tax return obligations, if any, with respect to an investment in the debt securities, including any requirement to file IRS Form 8886 (Reportable Transaction Disclosure Statement).
 
Consequences to Non-United States Holders
 
The following is a summary of the material United States federal income and estate tax consequences that will apply to you if you are a Non-United States Holder of debt securities.
 
United States Federal Withholding Tax
 
The 30% United States federal withholding tax will not apply to any payment of interest on the debt securities (including OID) under the “portfolio interest rule,” provided that:
 
  •  interest paid on the debt securities is not effectively connected with your conduct of a trade or business in the United States;
 
  •  you do not actually (or constructively) own 10% or more of the total combined voting power of all classes of our voting stock within the meaning of the Code and applicable United States Treasury regulations;


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  •  you are not a controlled foreign corporation that is related to us through stock ownership;
 
  •  you are not a bank whose receipt of interest on the debt securities is described in Section 881(c)(3)(A) of the Code;
 
  •  the interest is not considered contingent interest under Section 871(h)(4)(A) of the Code and the United States Treasury regulations thereunder; and
 
  •  either (a) you provide your name and address on an IRS Form W-8BEN (or other applicable form), and certify, under penalties of perjury, that you are not a United States person as defined under the Code or (b) you hold your debt securities through certain foreign intermediaries and satisfy the certification requirements of applicable United States Treasury regulations. Special certification rules apply to Non-United States Holders that are pass-through entities rather than corporations or individuals.
 
If you cannot satisfy the requirements described above, payments of interest, including OID, made to you will be subject to the 30% United States federal withholding tax, unless you provide us with a properly executed:
 
  •  IRS Form W-8BEN (or other applicable form) claiming an exemption from or reduction in withholding under the benefit of an applicable income tax treaty; or
 
  •  IRS Form W-8ECI (or other applicable form) stating that interest paid on the debt securities is not subject to withholding tax because it is effectively connected with your conduct of a trade or business in the United States (as discussed below under “— United States Federal Income Tax”).
 
The 30% United States federal withholding tax generally will not apply to any payment of principal or gain that you realize on the sale, exchange, retirement or other disposition of a debt security.
 
United States Federal Income Tax
 
If you are engaged in a trade or business in the United States and interest, including OID, on the debt securities is effectively connected with the conduct of that trade or business (and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment), then you will be subject to United States federal income tax on that interest on a net income basis (although you will be exempt from the 30% United States federal withholding tax, provided the certification requirements discussed above in “— United States Federal Withholding Tax” are satisfied) in the same manner as if you were a United States person as defined under the Code. In addition, if you are a foreign corporation, you may be subject to a branch profits tax equal to 30% (or lower applicable income tax treaty rate) of such interest, subject to adjustments.
 
Any gain realized on the disposition of a debt security generally will not be subject to United States federal income tax unless:
 
  •  the gain is effectively connected with your conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment); or
 
  •  you are an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met.
 
United States Federal Estate Tax
 
Your estate will not be subject to United States federal estate tax on debt securities beneficially owned by you at the time of your death, provided that any payment to you on the debt securities, including OID, would be eligible for exemption from the 30% United States federal withholding tax under the “portfolio interest rule” described above under “— United States Federal Withholding Tax,” without regard to the statement requirement described in the sixth bullet point of that section.


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Information Reporting and Backup Withholding
 
Consequences to United States Holders
 
In general, information reporting requirements will apply to certain payments of principal, interest (including OID) and premium paid on debt securities and to the proceeds of sale of a debt security paid to you (unless you are an exempt recipient such as a corporation). A backup withholding tax may apply to such payments if you fail to provide a taxpayer identification number or a certification of exempt status, or if you fail to report in full dividend and interest income.
 
Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your United States federal income tax liability provided the required information is furnished to the IRS.
 
Consequences to Non-United States Holders
 
Generally, we must report to the IRS and to you the amount of interest (including OID) on the debt securities paid to you and the amount of tax, if any, withheld with respect to those payments. Copies of the information returns reporting such interest payments and any withholding may also be made available to the tax authorities in the country in which you reside under the provisions of an applicable income tax treaty.
 
In general, you will not be subject to backup withholding with respect to payments on the debt securities that we make to you provided that we do not have actual knowledge or reason to know that you are a United States person as defined under the Code, and we have received from you the statement described above in the sixth bullet point under “— Debt Securities — Consequences to Non-United States Holders — United States Federal Withholding Tax.”
 
In addition, no information reporting or backup withholding will be required regarding the proceeds of the sale of a debt security made within the United States or conducted through certain United States-related financial intermediaries, if the payor receives the statement described above and does not have actual knowledge or reason to know that you are a United States person as defined under the Code, or you otherwise establish an exemption.
 
Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your United States federal income tax liability provided the required information is furnished to the IRS.
 
Preferred Securities
 
Classification of the Trust
 
We intend to take the position that each Trust will be classified as a grantor trust for United States federal income tax purposes and not as an association taxable as a corporation. As a result, for United States federal income tax purposes, you generally will be treated as owning an undivided beneficial ownership interest in the related debt securities held by the Trust. Thus, you will be required to include in your gross income your pro rata share of the interest income or OID that is paid or accrued on the related debt securities. See “Consequences to United States Holders — Interest Income and Original Issue Discount” below.
 
Classification of the Debt Securities
 
We intend to take the position that the debt securities will be classified as our indebtedness for all United States tax purposes. We, the Trust and you (by your acceptance of a beneficial ownership interest in a preferred security) will agree to treat the debt securities as indebtedness for all United States tax purposes. The remainder of this discussion assumes that the debt securities will be classified as our indebtedness.
 
Consequences to United States Holders
 
Interest Income and Original Issue Discount
 
We anticipate that the debt securities will not be issued with an issue price that is less than their stated redemption price at maturity. In this case, subject to the discussion below, the debt securities will not be


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subject to the special OID rules, at least upon initial issuance, so that you will generally be taxed on the stated interest on the debt securities as ordinary income at the time it is paid or accrued in accordance with your regular method of tax accounting.
 
If, however, we exercise our right to defer payments of interest on the debt securities, the debt securities will become OID instruments at such time. In such case, you will be subject to the special OID rules described below. Once the debt securities become OID instruments, they will be taxed as OID instruments for as long as they remain outstanding.
 
Under the OID economic accrual rules, the following occurs:
 
  •  regardless of your method of accounting, you would accrue an amount of interest income each year that approximates the stated interest payments called for under the terms of the debt securities using the constant-yield-to-maturity method of accrual described in Section 1272 of the Code;
 
  •  the actual cash payments of interest you receive on the debt securities would not be reported separately as taxable income;
 
  •  any amount of OID included in your gross income (whether or not during a deferral period) with respect to the preferred securities will increase your tax basis in such preferred securities; and
 
  •  the amount of distributions that you receive in respect of such accrued OID will reduce your tax basis in such preferred securities.
 
The Treasury regulations dealing with OID and the deferral of interest payments have not yet been addressed in any rulings or other interpretations by the IRS. It is possible that the IRS could assert that the debt securities were issued initially with OID merely because of our right to defer interest payments. If the IRS were successful in this regard, you would be subject to the special OID rules described above, regardless of whether we exercise our option to defer payments of interest on such debt securities.
 
Because the debt securities are treated as debt for tax purposes, any income you recognize with respect to the preferred securities will not be eligible for the corporate dividends-received deduction or taxation for individuals at long-term capital gain rates as qualified dividend income.
 
Distribution of Debt Securities or Cash upon Liquidation of the Trust
 
As described under the caption “Description of Preferred Securities That the Trusts May Offer — Liquidation Distribution Upon Dissolution” in this prospectus, the debt securities held by the Trust may be distributed to you in exchange for your preferred securities if the Trust is dissolved before the maturity of the debt securities. Under current law, this type of distribution from a grantor trust would not be taxable. Upon such a distribution, you will receive your pro rata share of the debt securities previously held indirectly through the Trust. Your holding period and aggregate tax basis in the debt securities will equal the holding period and aggregate tax basis that you had in your preferred securities before the distribution.
 
We may also have the option to redeem the debt securities and distribute the resulting cash in liquidation of the Trust. This redemption would be taxable as described below in “— Sales of Preferred Securities or Redemption of Debt Securities.”
 
If you receive debt securities in exchange for your preferred securities, you would accrue interest in respect of the debt securities received from the Trust in the manner described above under “— Interest Income and Original Issue Discount.”


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Sales of Preferred Securities or Redemption of Debt Securities
 
If you sell your preferred securities or receive cash upon redemption of the debt securities, you will recognize gain or loss equal to the difference between:
 
  •  your amount realized on the sale or redemption of the preferred securities or debt securities (less an amount equal to any accrued but unpaid qualified stated interest, which will be taxable as such to the extent not previously included in income); and
 
  •  your adjusted tax basis in your preferred securities or debt securities sold or redeemed.
 
Your gain or loss will be a capital gain or loss, provided that you hold the preferred securities or debt securities as a capital asset. The gain or loss will generally be a long-term capital gain or loss if you have held your preferred securities or debt securities for more than one year. Long-term capital gains of individuals derived with respect to capital assets held for more than one year are subject to reduced rates of taxation. The deductibility of capital losses is subject to limitations.
 
Tax Shelter Regulations
 
Under applicable Treasury regulations, taxpayers engaging in certain transactions, including loss transactions above a threshold, may be required to include tax shelter disclosure information with their annual United States federal income tax return. The IRS has provided an exception from this disclosure requirement for losses arising from cash investments, but this exception does not apply to investments in flow-through entities. You should consult your own tax advisors about whether the limitation applicable to flow-through entities would apply to your investment in a Trust.
 
Consequences to Non-United States Holders
 
The following discussion only applies to you if you are a Non-United States Holder. As discussed above, the preferred securities will be treated by the parties as evidence of indirect undivided beneficial ownership interests in the debt securities. See above under “— Classification of the Trust” in this section.
 
United States Federal Withholding Tax
 
Under the “portfolio interest” exception, the 30% United States federal withholding tax will not apply to any payment by us or any paying agent of interest (including OID) on the preferred securities (or the debt securities), provided that:
 
  •  interest paid on the preferred securities (or the debt securities) is not effectively connected with your conduct of a trade or business in the United States;
 
  •  you do not actually (or constructively) own 10% or more of the total combined voting power of all classes of our voting stock within the meaning of the Code and applicable United States Treasury regulations;
 
  •  you are not a controlled foreign corporation that is related to us through stock ownership;
 
  •  you are not a bank whose receipt of interest on the preferred securities (or the debt securities) is described in Section 881(c)(3)(A) of the Code; and
 
  •  either (a) you provide your name and address on an IRS Form W-8BEN (or other applicable form), and certify, under penalties of perjury, that you are not a United States person as defined under the Code or (b) if you hold your preferred securities (or debt securities) through certain foreign intermediaries, you satisfy the certification requirements of applicable United States Treasury regulations. Special certification rules apply to certain Non-United States Holders that are pass-through entities rather than corporations or individuals.


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If you cannot satisfy the requirements described above, payments of interest (including OID) made to you will be subject to the 30% United States federal withholding tax, unless you provide us or our paying agent, as the case may be, with a properly executed
 
  •  IRS Form W-8BEN (or other applicable form) claiming an exemption from or reduction in withholding under the benefit of an applicable income tax treaty; or
 
  •  IRS Form W-8ECI (or other applicable form) stating that interest paid on the preferred securities (or debt securities) is not subject to withholding tax because it is effectively connected with your conduct of a trade or business in the United States (as discussed below under “— United States Federal Income Tax”).
 
The 30% United States federal withholding tax generally will not apply to any payment of principal or gain that you realize on the sale, exchange, retirement or other disposition of the preferred securities (or debt securities).
 
United States Federal Income Tax
 
If you are engaged in a trade or business in the United States and interest on the preferred securities (or the debt securities) is effectively connected with the conduct of that trade or business (and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment), then you will be subject to United States federal income tax on that interest on a net income basis in the same manner as if you were a United States person as defined under the Code. However, you will not be subject to the withholding described above, as long as you provide a properly executed IRS Form W-8ECI as described above. In addition, if you are a foreign corporation, you may be subject to a branch profits tax equal to 30% (or lower applicable income tax treaty rate) of your earnings and profits for the taxable year, subject to adjustments, that are effectively connected with the conduct by you of a trade or business in the United States. For this purpose, interest on preferred securities (or debt securities) will be included in earnings and profits.
 
You will generally not be subject to United States federal income tax on any gain you realize upon the disposition of a preferred security (or a debt security) unless:
 
  •  the gain is effectively connected with your conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment); or
 
  •  you are an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met.
 
United States Federal Estate Tax
 
Your estate will not be subject to United States federal estate tax on the preferred securities (or the debt securities) beneficially owned by you at the time of your death, provided that any payment to you on the preferred securities (or the debt securities), including OID, would be eligible for exemption from the 30% United States federal withholding tax under the “portfolio interest” exception described above under “— United States Federal Withholding Tax,” without regard to the statement requirement described in the fifth bullet point of that section.
 
Information Reporting and Backup Withholding
 
Consequences to United States Holders
 
In general, information reporting requirements will apply to certain payments of principal, interest (including OID) and premium paid on the preferred securities (or debt securities) and to the proceeds of sale of preferred securities (or debt securities) paid to you (unless you are an exempt recipient such as a corporation). A backup withholding tax may apply to such payments if you fail to provide a taxpayer identification number, a certification of exempt status, or if you fail to report in full dividend and interest income.


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Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your United States federal income tax liability provided the required information is furnished to the IRS.
 
Consequences to Non-United States Holders
 
Generally, we must report to the IRS and to you the amount of interest (including OID) paid to you and the amount of tax, if any, withheld with respect to those payments. Copies of the information returns reporting such interest payments and any withholding may also be made available to the tax authorities in the country in which you reside under the provisions of an applicable income tax treaty.
 
In general, you will not be subject to backup withholding with respect to payments that we make to you provided that we do not have actual knowledge or reason to know that you are a United States person as defined under the Code, and you have provided the statement described above in the fifth bullet point under “— Preferred Securities — Consequences to Non-United States Holders — United States Federal Withholding Tax.”
 
In addition, no information reporting or backup withholding will be required regarding the proceeds of the sale of preferred securities (or debt securities) made within the United States or conducted through certain United States-related financial intermediaries, if the payor receives the statement described above and does not have actual knowledge or reason to know that you are a United States person as defined under the Code, or you otherwise establish an exemption.
 
Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your United States federal income tax liability provided the required information is furnished to the IRS.
 
Common and Preferred Stock
 
Consequences to United States Holders
 
The United States federal income tax consequences of the purchase, ownership or disposition of our stock depend on a number of factors including:
 
  •  the terms of the stock;
 
  •  any put or call option or redemption provisions with respect to the stock;
 
  •  any conversion or exchange feature with respect to the stock; and
 
  •  the price at which the stock is sold.
 
United States Holders should carefully examine the applicable prospectus supplement regarding the material United States federal income tax consequences, if any, of the holding and disposition of our stock.
 
Consequences to Non-United States Holders
 
The following is a summary of the material United States federal income tax consequences that will apply to you if you are a Non-United States Holder of common or preferred stock.
 
Dividends
 
Dividends paid to you generally will be subject to withholding of United States federal income tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. However, dividends that are effectively connected with your conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, are attributable to a United States permanent establishment) are not subject to the withholding tax, provided certain certification and disclosure requirements are satisfied. Instead, such dividends are subject to United States federal income tax on a net income basis in the same manner as if you were a United States person as defined under the Code. If you are a foreign corporation, any such effectively connected dividends received by you may be subject to an additional “branch profits tax” at a 30% rate or such lower rate as may be specified by an applicable income tax treaty.


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A Non-United States Holder of our common or preferred stock who wishes to claim the benefit of an applicable treaty rate and avoid backup withholding, as discussed below, for dividends will be required (a) to complete IRS Form W-8BEN (or other applicable form) and certify under penalties of perjury that such holder is not a United States person as defined under the Code and is eligible for treaty benefits or (b) if our common stock is held through certain foreign intermediaries, to satisfy the relevant certification requirements of applicable United States Treasury regulations. Special certification and other requirements apply to certain Non-United States Holders that are pass-through entities rather than corporations or individuals.
 
If you are eligible for a reduced rate of United States withholding tax pursuant to an income tax treaty you may obtain a refund of any excess amounts withheld by filing an appropriate claim for refund with the IRS.
 
Gain on Disposition of Common Stock and Preferred Stock
 
Any gain realized on the disposition of our common or preferred stock generally will not be subject to United States federal income tax unless:
 
  •  the gain is effectively connected with your conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment);
 
  •  you are an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met; or
 
  •  we are or have been a “United States real property holding corporation” for United States federal income tax purposes.
 
If you are an individual Non-United States Holder described in the first bullet point immediately above, you will be subject to tax on the net gain derived from the sale under regular graduated United States federal income tax rates. If you are an individual Non-United States Holder described in the second bullet point immediately above, you will be subject to a flat 30% tax on the gain derived from the sale, which may be offset by United States source capital losses, even though you are not considered a resident of the United States. If you are a Non-United States Holder that is a foreign corporation and you are described in the first bullet point immediately above, you will be subject to tax on your net gain in the same manner as if you were a United States person as defined under the Code and, in addition, you may be subject to the branch profits tax equal to 30% of your effectively connected earnings and profits or at such lower rate as may be specified by an applicable income tax treaty.
 
We believe we are not and do not anticipate becoming a “United States real property holding corporation” for United States federal income tax purposes.
 
Federal Estate Tax
 
If you are an individual, common or preferred stock held by you at the time of your death will be included in you gross estate for United States federal estate tax purposes, unless an applicable estate tax treaty provides otherwise.
 
Information Reporting and Backup Withholding
 
We must report annually to the IRS and you the amount of dividends paid to you and the tax withheld with respect to such dividends, regardless of whether withholding was required. Copies of the information returns reporting such dividends and withholding may also be made available to the tax authorities in the country in which you reside under the provisions of an applicable income tax treaty.
 
You will be subject to backup withholding for dividends paid to you unless you certify under penalties of perjury that you are a Non-United States Holder (and we do not have actual knowledge or reason to know that you are a United States person as defined under the Code), or you otherwise establish an exemption.


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Information reporting and, depending on the circumstances, backup withholding will apply to the proceeds of a sale of our common or preferred stock within the United States or conducted through certain United States-related financial intermediaries, unless you certify under penalties of perjury that you are a Non-United States Holder (and the payor does not have actual knowledge or reason to know that you are a United States person as defined under the Code), or you otherwise establish an exemption.
 
Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your United States federal income tax liability provided the required information is furnished to the IRS.
 
Other Securities
 
If you are considering the purchase of warrants, stock purchase contracts, depositary shares or units, you should carefully examine the applicable prospectus supplement regarding the special United States federal income tax consequences, if any, of the holding and disposition of such securities including any tax considerations relating to the specific terms of such securities.
 
ERISA MATTERS
 
Unless otherwise indicated in the applicable prospectus supplement, the offered securities may, subject to certain legal restrictions, be held by (i) pension, profit sharing and other employee benefit plans which are subject to Title I of the Employee Retirement Security Act of 1974, as amended (which we refer to as “ERISA”), (ii) plans, accounts and other arrangements that are subject to Section 4975 of the Code or provisions under federal, state, local, non-U.S. or other laws or regulations that are similar to any of the provisions of Title I of ERISA or Section 4975 of the Code (which we refer to as “Similar Laws”) and (iii) entities whose underlying assets are considered to include “plan assets” of any such plans, accounts or arrangements. A fiduciary of any such plan, account or arrangement must determine that the purchase and holding of an interest in the offered securities is consistent with its fiduciary duties and will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, or a violation under any applicable Similar Laws.
 
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 Wendy C. Skjerven, Esq., our Vice President, Associate Group General Counsel and Deputy Corporate Secretary, and by Simpson Thacher & Bartlett LLP, New York, New York.
 
EXPERTS
 
The consolidated financial statements and all related financial statement schedules of The Travelers Companies, Inc. as of December 31, 2007 and 2006, and for each of the years in the three-year period ended December 31, 2007, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2007 have been incorporated by reference in the registration statement in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.


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PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 14.    Other Expenses of Issuance and Distribution
 
         
SEC registration fee
         *  
Accounting fees and expenses
    *  
Legal fees and expenses
    *  
Printing expenses
    *  
Trustee fees and expenses
    *  
Rating agency fees
    *  
Blue Sky fees and expenses 
    *  
Miscellaneous
    *  
         
Total
    *  
         
 
 
* All fees and expenses are calculated based on the number of issuances and amount of securities offered and, accordingly, cannot be estimated at this time.
 
Item 15.    Indemnification of Directors and Officers
 
The Travelers Companies, Inc. (“Travelers”) 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 in Section 302A.521) 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 Travelers provide that 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.
 
Travelers has directors’ and officers’ liability insurance policies, with coverage of up to $250 million, subject to various deductibles and exclusions from coverage.
 
Travelers, as depositor, has agreed in the declarations 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 declarations of trust, the creation, operation, administration or termination of a trust or the


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transactions contemplated thereby; provided, however, that Travelers shall not be required to indemnify any Indemnified Person for any Expenses which are a result of the willful misconduct, bad faith or negligence of such Indemnified Person.
 
Item 16.    Exhibits
 
         
  1 .1   Form of Underwriting Agreement for senior debt securities, subordinated debt securities, junior subordinated debt securities and warrants.*
  1 .2   Form of Underwriting Agreement for preferred stock and depositary shares.*
  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 Travelers Capital Trust II, Travelers Capital Trust III, Travelers Capital Trust IV and Travelers Capital Trust V.*
  1 .6   Form of Underwriting Agreement for stock purchase contracts.*
  1 .7   Form of Underwriting Agreement for units.*
  3 .1   Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2007).
  3 .2   Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed on August 11, 2008).
  4 .1   Indenture for senior debt securities (incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K filed March 13, 2002).
  4 .2   Form of Indenture for subordinated debt securities.†
  4 .3   Form of Indenture for junior subordinated debt securities.(1)
  4 .4   Form of Deposit Agreement.*
  4 .5   Form of Depositary Receipt (included in Exhibit 4.4).
  4 .6   Form of Senior Debt Security (included in Exhibit 4.1).
  4 .7   Form of Subordinated Debt Security (included in Exhibit 4.2).
  4 .8   Form of Junior Subordinated Debt Security (included in Exhibit 4.3).
  4 .9   Form of Warrant Agreement, including the form of the Warrant Certificate.*
  4 .10   Form of Stock Purchase Contract Agreement, including the form of the Security Certificate.*
  4 .11   Form of Unit Agreement, including the form of the Unit Certificate.*
  4 .12   Form of Pledge Agreement.*
  4 .13   Form of Specimen Certificate of Common Stock.(2)
  4 .14   Form of Specimen Certificate of Preferred Stock and Form of Certificate of Designations for Preferred Stock.*
  4 .15   Certificate of Trust of Travelers Capital Trust II.(3)
  4 .16   Certificate of Trust of Travelers Capital Trust III.(2)
  4 .17   Certificate of Trust of Travelers Capital Trust IV.(2)
  4 .18   Certificate of Trust of Travelers Capital Trust V.(2)
  4 .19   Certificate of Amendment to Certificate of Trust of Travelers Capital Trust II, dated as of June 28, 2004.(2)
  4 .20   Certificate of Amendment to Certificate of Trust of Travelers Capital Trust II, dated as of February 27, 2007.(1)
  4 .21   Certificate of Amendment to Certificate of Trust of Travelers Capital Trust III, dated as of February 27, 2007.(1)
  4 .22   Certificate of Amendment to Certificate of Trust of Travelers Capital Trust IV, dated as of February 27, 2007.(1)
  4 .23   Certificate of Amendment to Certificate of Trust of Travelers Capital Trust V, dated as of February 27, 2007.(1)


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  4 .24   Amended and Restated Declaration of Trust of Travelers Capital Trust II.†
  4 .25   Amended and Restated Declaration of Trust of Travelers Capital Trust III.†
  4 .26   Amended and Restated Declaration of Trust of Travelers Capital Trust IV.†
  4 .27   Amended and Restated Declaration of Trust of Travelers Capital Trust V.†
  4 .28   Form of Second Amended and Restated Declaration of Trust for Travelers Capital Trust II, Travelers Capital Trust III, Travelers Capital Trust IV and Travelers Capital Trust V.†
  4 .29   Form of Preferred Security (included in Exhibit 4.28).
  4 .30   Form of Common Security (included in Exhibit 4.28).
  4 .31   Form of Preferred Securities Guarantee Agreement.†
  4 .32   Form of Common Securities Guarantee Agreement.†
  5 .1   Opinion of Wendy C. Skjerven, Esq.†
  5 .2   Opinion of Richards, Layton & Finger, P.A.†
  5 .3   Opinion of Simpson Thacher & Bartlett LLP.†
  12     Computation of ratios of earnings to fixed charges and of earnings to combined fixed charges and preferred stock dividends.(4)
  23 .1   Consent of KPMG LLP.†
  23 .2   Consent of Wendy C. Skjerven, Esq. (included in Exhibit 5.1).
  23 .3   Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2).
  23 .4   Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.3).
  24     Powers of Attorney.†
  25 .1   Statement of Eligibility and Qualification of Trustee on Form T -l under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A. 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 -l under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A. 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 The Bank of New York Mellon Trust Company, N.A. to act as trustee under the Junior Subordinated Debt Indenture for the Junior Subordinated Debt Securities.†
  25 .4   Statement of Eligibility and Qualification of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A.to act as trustee for the Preferred Securities of Travelers Capital Trust II.†
  25 .5   Statement of Eligibility and Qualification of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A. to act as trustee for the Preferred Securities of Travelers Capital Trust III.†
  25 .6   Statement of Eligibility and Qualification of Trustee on Form T 1 under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A. to act as trustee for the Preferred Securities of Travelers Capital Trust IV.†
  25 .7   Statement of Eligibility and Qualification of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A. to act as trustee for the Preferred Securities of Travelers Capital Trust V.†
  25 .8   Statement of Eligibility and Qualification of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A. to act as trustee for the Preferred Securities Guarantee Agreement for the benefit of the holders of the Preferred Securities of Travelers Capital Trust II.†
  25 .9   Statement of Eligibility and Qualification of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A. to act as trustee for the Preferred Securities Guarantee Agreement for the benefit of the holders of the Preferred Securities of Travelers Capital Trust III.†


II-3


Table of Contents

         
  25 .10   Statement of Eligibility and Qualification of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A. to act as trustee for the Preferred Securities Guarantee Agreement for the benefit of the holders of the Preferred Securities of Travelers Capital Trust IV.†
  25 .11   Statement of Eligibility and Qualification of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A. to act as trustee for the Preferred Securities Guarantee Agreement for the benefit of the holders of the Preferred Securities of Travelers Capital Trust V.†
 
 
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.
 
(1) Incorporated by reference to the Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (Registration No. 333-130323) filed with the SEC on March 5, 2007.
 
(2) Incorporated by reference to the Registration Statement on Form S-3 (Registration No. 333-130323) filed with the SEC on December 14, 2005
 
(3) Incorporated by reference to the Registration Statement on Form S-3 (Registration Nos. 333-73848, 333-73848-01 and 333-44122) filed with the SEC on November 21, 2001.
 
(4) Incorporated by reference to Exhibit 12.1 to The Travelers Companies, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2007 and Exhibit 12.1 to The Travelers Companies, Inc. Quarterly Report on Form 10-Q for the period ended September 30, 2008.
 
†  Filed herewith.
 
Item 17.    Undertakings
 
(a) Each of the undersigned registrants 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 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; and
 
(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 (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of 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.


II-4


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(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.
 
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
 
(i) each prospectus filed by a registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
 
(ii) each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
 
(5) Each of the undersigned registrants hereby undertakes that, for the purpose of determining liability of a registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, each undersigned registrant undertakes that in a primary offering of securities of an undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
 
(i) Any preliminary prospectus or prospectus of an undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
 
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of an undersigned registrant or used or referred to by an undersigned registrant;
 
(iii) The portion of any other free writing prospectus relating to the offering containing material information about an undersigned registrant or its securities provided by or on behalf of an undersigned registrant; and
 
(iv) Any other communication that is an offer in the offering made by an undersigned registrant to the purchaser.
 
(b) Each of the undersigned registrants hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of 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) Each of the undersigned registrants hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act


II-5


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in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.
 
(d) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of each registrant pursuant to the provisions described under Item 15 above, or otherwise, each registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a registrant of expenses incurred or paid by a director, officer or controlling person of a registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, that 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 Securities Act of 1933 and will be governed by the final adjudication of such issue.


II-6


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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 15th day of December, 2008.
 
THE TRAVELERS COMPANIES, INC.
 
  By: 
/s/  Matthew S. Furman
Name:  Matthew S. Furman, Esq.
Title:  Senior Vice President
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below on December 15, 2008, by the following persons in the capacities indicated:
 
         
Signature
 
Title
 
     
/s/  Jay S. Fishman
(Jay S. Fishman)
  Chief Executive Officer and
Chairman of the Board of Directors
(Principal Executive Officer)
     
/s/  Jay S. Benet
(Jay S. Benet)
  Chief Financial Officer
(Principal Financial Officer)
     
/s/  Douglas K. Russell
(Douglas K. Russell)
  Senior Vice President, Corporate Controller and Treasurer
(Principal Accounting Officer)
     
*
(Alan L. Beller)
  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
     
*
(Lawrence G. Graev)
  Member of the Board of Directors
     
*
(Patricia L. Higgins)
  Member of the Board of Directors
     
*
(Thomas R. Hodgson)
  Member of the Board of Directors


II-7


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Signature
 
Title
 
     
*
(Cleve L. Killingsworth)
  Member of the Board of Directors
     
*
(Robert I. Lipp)
  Member of the Board of Directors
     
*
(Blythe J. McGarvie)
  Member of the Board of Directors
     
*
(Glen D. Nelson, M.D.)
  Member of the Board of Directors
     
*
(Laurie J. Thomsen)
  Member of the Board of Directors
     
*By 
/s/  Matthew S. Furman

   
Matthew S. Furman
Attorney-in-fact
   


II-8


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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 15th day of December, 2008.
 
TRAVELERS CAPITAL TRUST II
 
  By:  THE TRAVELERS COMPANIES, INC.,
as Sponsor
 
  By: 
/s/  Matthew S. Furman
Name:     Matthew S. Furman
  Title:  Senior Vice President
 
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 15th day of December, 2008.
 
TRAVELERS CAPITAL TRUST III
 
  By:  THE TRAVELERS COMPANIES, INC.,
as Sponsor
 
  By: 
/s/  Matthew S. Furman
Name:     Matthew S. Furman
  Title:  Senior Vice President


II-9


Table of Contents

 
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 15th day of December, 2008.
 
TRAVELERS CAPITAL TRUST IV
 
  By:  THE TRAVELERS COMPANIES, INC.,
as Sponsor
 
  By: 
/s/  Matthew S. Furman
Name:     Matthew S. Furman
  Title:  Senior Vice President
 
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 15th day of December, 2008.
 
TRAVELERS CAPITAL TRUST V
 
  By:  THE TRAVELERS COMPANIES, INC.,
as Sponsor
 
  By: 
/s/  Matthew S. Furman
Name:     Matthew S. Furman
  Title:  Senior Vice President


II-10


Table of Contents

EXHIBIT INDEX
 
         
  1 .1   Form of Underwriting Agreement for senior debt securities, subordinated debt securities, junior subordinated debt securities and warrants.*
  1 .2   Form of Underwriting Agreement for preferred stock and depositary shares.*
  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 Travelers Capital Trust II, Travelers Capital Trust III, Travelers Capital Trust IV and Travelers Capital Trust V.*
  1 .6   Form of Underwriting Agreement for stock purchase contracts.*
  1 .7   Form of Underwriting Agreement for units.*
  3 .1   Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2007).
  3 .2   Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed on August 11, 2008).
  4 .1   Indenture for senior debt securities (incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K filed March 13, 2002).
  4 .2   Form of Indenture for subordinated debt securities.†
  4 .3   Form of Indenture for junior subordinated debt securities.(1)
  4 .4   Form of Deposit Agreement.*
  4 .5   Form of Depositary Receipt (included in Exhibit 4.4).
  4 .6   Form of Senior Debt Security (included in Exhibit 4.1).
  4 .7   Form of Subordinated Debt Security (included in Exhibit 4.2).
  4 .8   Form of Junior Subordinated Debt Security (included in Exhibit 4.3).
  4 .9   Form of Warrant Agreement, including the form of the Warrant Certificate.*
  4 .10   Form of Stock Purchase Contract Agreement, including the form of the Security Certificate.*
  4 .11   Form of Unit Agreement, including the form of the Unit Certificate.*
  4 .12   Form of Pledge Agreement.*
  4 .13   Form of Specimen Certificate of Common Stock.(2)
  4 .14   Form of Specimen Certificate of Preferred Stock and Form of Certificate of Designations for Preferred Stock.*
  4 .15   Certificate of Trust of Travelers Capital Trust II.(3)
  4 .16   Certificate of Trust of Travelers Capital Trust III.(2)
  4 .17   Certificate of Trust of Travelers Capital Trust IV.(2)
  4 .18   Certificate of Trust of Travelers Capital Trust V.(2)
  4 .19   Certificate of Amendment to Certificate of Trust of Travelers Capital Trust II, dated as of June 28, 2004.(2)
  4 .20   Certificate of Amendment to Certificate of Trust of Travelers Capital Trust II, dated as of February 27, 2007.(1)
  4 .21   Certificate of Amendment to Certificate of Trust of Travelers Capital Trust III, dated as of February 27, 2007.(1)
  4 .22   Certificate of Amendment to Certificate of Trust of Travelers Capital Trust IV, dated as of February 27, 2007.(1)
  4 .23   Certificate of Amendment to Certificate of Trust of Travelers Capital Trust V, dated as of February 27, 2007.(1)
  4 .24   Amended and Restated Declaration of Trust of Travelers Capital Trust II.†
  4 .25   Amended and Restated Declaration of Trust of Travelers Capital Trust III.†
  4 .26   Amended and Restated Declaration of Trust of Travelers Capital Trust IV.†
  4 .27   Amended and Restated Declaration of Trust of Travelers Capital Trust V.†


Table of Contents

         
  4 .28   Form of Second Amended and Restated Declaration of Trust for Travelers Capital Trust II, Travelers Capital Trust III, Travelers Capital Trust IV and Travelers Capital Trust V.†
  4 .29   Form of Preferred Security (included in Exhibit 4.28).
  4 .30   Form of Common Security (included in Exhibit 4.28).
  4 .31   Form of Preferred Securities Guarantee Agreement.†
  4 .32   Form of Common Securities Guarantee Agreement.†
  5 .1   Opinion of Wendy C. Skjerven, Esq.†
  5 .2   Opinion of Richards, Layton & Finger, P.A.†
  5 .3   Opinion of Simpson Thacher & Bartlett LLP.†
  12     Computation of ratios of earnings to fixed charges and of earnings to combined fixed charges and preferred stock dividends.(4)
  23 .1   Consent of KPMG LLP.†
  23 .2   Consent of Wendy C. Skjerven, Esq. (included in Exhibit 5.1).
  23 .3   Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2).
  23 .4   Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.3).
  24     Powers of Attorney.†
  25 .1   Statement of Eligibility and Qualification of Trustee on Form T -l under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A. 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 -l under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A. 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 The Bank of New York Mellon Trust Company, N.A. to act as trustee under the Junior Subordinated Debt Indenture for the Junior Subordinated Debt Securities.†
  25 .4   Statement of Eligibility and Qualification of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A.to act as trustee for the Preferred Securities of Travelers Capital Trust II.†
  25 .5   Statement of Eligibility and Qualification of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A. to act as trustee for the Preferred Securities of Travelers Capital Trust III.†
  25 .6   Statement of Eligibility and Qualification of Trustee on Form T 1 under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A. to act as trustee for the Preferred Securities of Travelers Capital Trust IV.†
  25 .7   Statement of Eligibility and Qualification of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A. to act as trustee for the Preferred Securities of Travelers Capital Trust V.†
  25 .8   Statement of Eligibility and Qualification of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A. to act as trustee for the Preferred Securities Guarantee Agreement for the benefit of the holders of the Preferred Securities of Travelers Capital Trust II.†
  25 .9   Statement of Eligibility and Qualification of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A. to act as trustee for the Preferred Securities Guarantee Agreement for the benefit of the holders of the Preferred Securities of Travelers Capital Trust III.†
  25 .10   Statement of Eligibility and Qualification of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A. to act as trustee for the Preferred Securities Guarantee Agreement for the benefit of the holders of the Preferred Securities of Travelers Capital Trust IV.†
  25 .11   Statement of Eligibility and Qualification of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A. to act as trustee for the Preferred Securities Guarantee Agreement for the benefit of the holders of the Preferred Securities of Travelers Capital Trust V.†


Table of Contents

 
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.
 
(1) Incorporated by reference to the Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (Registration No. 333-130323) filed with the SEC on March 5, 2007.
 
(2) Incorporated by reference to the Registration Statement on Form S-3 (Registration No. 333-130323) filed with the SEC on December 14, 2005
 
(3) Incorporated by reference to the Registration Statement on Form S-3 (Registration Nos. 333-73848, 333-73848-01 and 333-44122) filed with the SEC on November 21, 2001.
 
(4) Incorporated by reference to Exhibit 12.1 to The Travelers Companies, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2007 and Exhibit 12.1 to The Travelers Companies, Inc. Quarterly Report on Form 10-Q for the period ended September 30, 2008.
 
†  Filed herewith.

Exhibit 4.2
 
THE TRAVELERS COMPANIES, INC.
TO
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
Trustee
 
INDENTURE
Dated as of [ ]
SUBORDINATED DEBT SECURITIES
 
 

 


 

The Travelers Companies, Inc.
Reconciliation and tie between Trust Indenture Act of 1939
and Indenture, dated as of [ ]
         
Trust Indenture        
Act Section       Indenture Section
ss.310(a)
(1 )   609
(a)
(2 )   609
(a)
(3 )   Not Applicable
(a)
(4 )   Not Applicable
(a)
(5 )   Not Applicable
(b)
      608
 
      610
ss.311(a)
      613(a)
(b)
      Not Applicable
ss.312(a)
      701
 
      702(a)
(b)
      702(b)
(c)
      702(c)
ss.313(a)
      703(a)
(b)
      703(a)
(c)
      703(a)
(d)
      703(b)
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
(c)
      601(b)
(d)
      601(a), 601(c)
(e)
      514
ss.316(a)
(1 )   512, 513
(a)
(2 )   Not Applicable
(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.

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TABLE OF CONTENTS
                 
    Page          
RECITALS OF THE COMPANY     1          
ARTICLE ONE
 
             
Definitions and Other Provisions
of General Application
 
               
Section 101. Definitions
    1          
Section 102. Compliance Certificates and Opinions
    9          
Section 103. Form of Documents Delivered to Trustee
    9          
Section 104. Acts of Holders
    10          
Section 105. Notices, Etc., to Trustee and Company
    10          
Section 106. Notice to Holders; Waiver
    11          
Section 107. Conflict with Trust Indenture Act
    11          
Section 108. Effect of Headings and Table of Contents
    11          
Section 109. Successors and Assigns
    11          
Section 110. Separability Clause
    11          
Section 111. Benefits of Indenture
    11          
Section 112. Governing Law
    12          
Section 113. Legal Holidays
    12          
Section 114. Waiver of Jury Trial
    12          
Section 115. Force Majeure
    12          
 
               
ARTICLE TWO
 
               
Security Forms
 
               
Section 201. Forms Generally
    12          
Section 202. Form of Face of Security
    13          
Section 203. Form of Reverse of Security
    14          
Section 204. Form of Legend for Global Securities
    17          
Section 205. Form of Trustee’s Certificate of Authentication
    17          
 
               
ARTICLE THREE
 
               
The Securities
 
               
Section 301. Amount Unlimited; Issuable in Series
    17          
Section 302. Denominations
    20          
Section 303. Execution, Authentication, Delivery and Dating
    20          
Section 304. Temporary Securities
    21          
Section 305. Registration, Registration of Transfer and Exchange
    22          
Section 306. Mutilated, Destroyed, Lost and Stolen Securities
    23          
Section 307. Payment of Interest; Interest Rights Preserved
    24          

ii


 

                 
    Page          
Section 308. Persons Deemed Owners
    25          
Section 309. Cancellation
    25          
Section 310. Computation of Interest
    25          
 
               
ARTICLE FOUR
 
               
Satisfaction and Discharge
 
               
Section 401. Satisfaction and Discharge of Indenture
    25          
Section 402. Application of Trust Money
    26          
 
               
ARTICLE FIVE
 
               
Remedies
 
               
Section 501. Events of Default
    27          
Section 502. Acceleration of Maturity; Rescission and Annulment
    28          
Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee
    30          
Section 504. Trustee May File Proofs of Claim
    30          
Section 505. Trustee May Enforce Claims Without Possession of Securities
    31          
Section 506. Application of Money Collected
    31          
Section 507. Limitation on Suits
    32          
Section 508. Unconditional Right of Holders to Receive Principal, Premium and Interest
    32          
Section 509. Restoration of Rights and Remedies
    32          
Section 510. Rights and Remedies Cumulative
    33          
Section 511. Delay or Omission Not Waiver
    33          
Section 512. Control by Holders
    33          
Section 513. Waiver of Past Defaults
    34          
Section 514. Undertaking for Costs
    34          
Section 515. Waiver of Stay or Extension Laws
    35          
 
               
ARTICLE SIX
 
               
The Trustee
 
               
Section 601. Certain Duties and Responsibilities
    35          
Section 602. Notice of Defaults
    36          
Section 603. Certain Rights of Trustee
    36          
Section 604. Not Responsible for Recitals or Issuance of Securities
    38          
Section 605. May Hold Securities
    38          
Section 606. Money Held in Trust
    38          
Section 607. Compensation and Reimbursement
    38          
Section 608. Disqualification; Conflicting Interests
    39          
Section 609. Corporate Trustee Required; Eligibility
    39          
Section 610. Resignation and Removal; Appointment of Successor
    40          
Section 611. Acceptance of Appointment by Successor
    41          
Section 612. Merger, Conversion, Consolidation or Succession to Business
    42          

iii


 

                 
    Page          
Section 613. Preferential Collection of Claims Against Company
    42          
Section 614. Appointment of Authenticating Agent
    42          
 
               
ARTICLE SEVEN
 
               
Holders’ Lists and Reports by Trustee and Company
 
               
Section 701. Company to Furnish Trustee Names and Addresses of Holders
    44          
Section 702. Preservation of Information; Communications to Holders
    44          
Section 703. Reports by Trustee
    45          
Section 704. Reports by Company
    46          
 
               
ARTICLE EIGHT
 
               
Consolidation, Merger, Conveyance, Transfer or Lease
 
               
Section 801. Company May Consolidate, Etc., Only on Certain Terms
    46          
Section 802. Successor Person Substituted
    47          
 
               
ARTICLE NINE
 
               
Supplemental Indentures
 
               
Section 901. Supplemental Indentures Without Consent of Holders
    48          
Section 902. Supplemental Indentures With Consent of Holders
    49          
Section 903. Execution of Supplemental Indentures
    50          
Section 904. Effect of Supplemental Indentures
    50          
Section 905. Conformity With Trust Indenture Act
    50          
Section 906. Reference in Securities to Supplemental Indentures
    50          
 
               
ARTICLE TEN
 
               
Covenants
 
               
Section 1001. Payment of Principal, Premium and Interest
    51          
Section 1002. Maintenance of Office or Agency
    51          
Section 1003. Money for Securities Payments to Be Held in Trust
    51          
Section 1004. Corporate Existence
    52          
Section 1005. Statement by Officers as to Default
    53          
Section 1006. Waiver of Certain Covenants
    53          
 
               
ARTICLE ELEVEN
 
               
Subordination of Securities
 
               
Section 1101. Securities Subordinate to Senior Indebtedness
    53          
Section 1102. Payment Over of Proceeds Upon Dissolution, Etc.
    54          
Section 1103. No Payment When Senior Indebtedness in Default
    55          

iv


 

                 
    Page          
Section 1104. Payment Permitted If No Default
    56          
Section 1105. Subrogation to Rights of Holders of Senior Indebtedness
    56          
Section 1106. Provisions Solely to Define Relative Rights
    57          
Section 1107. Trustee to Effectuate Subordination
    57          
Section 1108. No Waiver of Subordination Provisions
    58          
Section 1109. Notice to Trustee
    58          
Section 1110. Reliance on Judicial Order or Certificate of Liquidating Agent
    59          
Section 1111. Trustee Not Fiduciary for Holders of Senior Indebtedness
    59          
Section 1112. Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee’s Rights
    59          
Section 1113. Article Applicable to Paying Agents
    60          
 
               
ARTICLE TWELVE
 
               
Redemption of Securities
 
               
Section 1201. Applicability of Article
    60          
Section 1202. Election to Redeem; Notice to Trustee
    60          
Section 1203. Selection by Trustee of Securities to Be Redeemed
    60          
Section 1204. Notice of Redemption
    61          
Section 1205. Deposit of Redemption Price
    61          
Section 1206. Securities Payable on Redemption Date
    61          
Section 1207. Securities Redeemed in Part
    62          
 
               
ARTICLE THIRTEEN
 
               
Sinking Funds
 
               
Section 1301. Applicability of Article
    62          
Section 1302. Satisfaction of Sinking Fund Payments with Securities
    62          
Section 1303. Redemption of Securities for Sinking Fund
    63          
 
               
ARTICLE FOURTEEN
 
               
Defeasance and Covenant Defeasance
 
               
Section 1401. Applicability of Article; Company’s Option to Effect Defeasance or Covenant Defeasance
    63          
Section 1402. Defeasance and Discharge
    63          
Section 1403. Covenant Defeasance
    64          
Section 1404. Conditions to Defeasance or Covenant Defeasance
    64          
Section 1405. Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions
    67          
Section 1406. Reinstatement
    67          

v


 

     INDENTURE, dated as of [ ], between The Travelers 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 The Bank of New York Mellon Trust Company, N.A., a national banking association, duly organized and existing under the laws of the United States of America, 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.
     “applicants” has the meaning specified in Section 702.
     “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 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

2


 

Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee.
     “Corporate Trust Office” means the corporate trust office of the Trustee, at which this Indenture is principally administered. At the date hereof, such office is located at 222 Berkeley Street, 2 nd Floor, Boston, Massachusetts 02116-3748, Attention: Corporate Trust Services.
     “corporation” includes corporations, associations, companies and business trusts.
     “covenant defeasance” has the meaning specified in Section 1403.
     “default” has the meaning specified in Section 602.
     “Defaulted Interest” has the meaning specified in Section 307.
     “defeasance” has the meaning specified in Section 1402.
     “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 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

3


 

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.
     “Junior Subordinated Payment” has the meaning specified in Section 1102.
     “mandatory sinking fund payment” has the meaning specified in Section 1301.
     “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.
     “Notice of Default” has the meaning specified in Section 501.
     “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.
     “optional sinking fund payment” has the meaning specified in Section 1301.

4


 

     “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;
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.
     “Payment Blockage Period” has the meaning specified in Section 1103.

5


 

     “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 Travelers 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.
     “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 (other than obligations pursuant to the Indenture, the Securities, the Junior Subordinated Indenture,

6


 

dated as of March 12, 2007, between Travelers and the Trustee and any Securities issued pursuant to such Indenture;
     (ii) 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;
     (iii) all Capital Lease Obligations of the Company;
     (iv) all reimbursement obligations of the Company with respect to letters of credit, bankers’ acceptances or similar facilities issued for the account of the Company;
     (v) 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 property for federal income tax purposes (but excluding trade accounts payable or accrued liabilities arising in the ordinary course of business);
     (vi) 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;
     (vii) 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;
     (viii) all compensation and reimbursement obligations of the Company pursuant to Section 607; and
     (ix) 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);
subject to, if provided in the supplemental indenture under which a series of Securities is issued or in the form of Security for such series, any modifications to this definition of Senior Indebtedness, including additional obligations that the Company may determine to include within this definition and obligations that may be excluded from this definition, pursuant to Section 301 hereof; and provided, however, that the following shall not constitute Senior Indebtedness: (A) any Indebtedness owed to a Person when such Person is a Subsidiary or employee of the Company, (B) Indebtedness Incurred for the purchase of goods, materials or property, or for services obtained in the ordinary course of business, or (C) 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 or (D) any Indebtedness to the extent Incurred in violation of this Indenture. 

7


 

     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.
     “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).  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.
     “Travelers Capital Trust”, means one or more statutory 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.
     “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 amended, 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 further 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”.

8


 

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 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.
     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.

9


 

     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 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: Corporate 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

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office specified 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.
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

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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.
Section 114. Waiver of Jury Trial.
     EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.
Section 115. Force Majeure.
     In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.
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

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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 Travelers Companies, Inc.
 
     
No                                      $                     
     
     The Travelers 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 terms established pursuant to Section 301 of the 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

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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:                     
           
    THE TRAVELERS 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 The Bank of New York Mellon Trust Company, N.A., 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 [insert terms established pursuant to Section 301 of the Indenture].

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     [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.
     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.]
     [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.]

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     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 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.

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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.
         
    THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
     as Trustee
 
       
 
  By    
 
       
 
      Authorized Signatory
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,

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or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1207 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) any provisions relating to the deferral of interest payments on the Securities of the series at the option of the Company or otherwise, including the duration of any such deferral or extension period and the maximum period during which interest payments may be deferred or extended;
     (8) 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;
     (9) 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;
     (10) any modifications, including additions to or exclusions from, the definition of Senior Indebtedness or Events of Default applicable to the Securities of any series;
     (11) 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;
     (12) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable;

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     (13) 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;
     (14) 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);
     (15) 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;
     (16) 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;
     (17) 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:
     (18) the application, if any, of Sections 1302 or 1303 to the Securities of any series;
     (19) any proposed listing on any national or foreign securities exchange of the Securities of the series; and
     (20) 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 Travelers 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.

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     The Securities shall be subordinated in right of payment to Senior Indebtedness as provided in Article Eleven.
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;
     (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

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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 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 under this Indenture as definitive Securities of such series.

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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, 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

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(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.
     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 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.

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     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 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

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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 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

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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,
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

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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 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
     (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

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     (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 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 written notice of an Event of Default pursuant to this Section 501 (a “Notice of Default”) 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 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.

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     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 and interest of Securities of that series which have become due solely by such 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

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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, 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,

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     (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 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.

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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.
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.

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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
     (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

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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 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).

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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 known to the Trustee,
     (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 known to the Trustee 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;

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     (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 or any supplemental 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 and Section 603.
Section 602. Notice of Defaults.
     Within 90 days after the occurrence of any default hereunder known to the Trustee 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:
     (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

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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 of its own choosing and the 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;
     (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 at the Corporate Trust Office by the Company or by any Holder of the Securities;
     (j) the grant to the Trustee of any permissive right or power hereunder or in any supplemental indenture shall not be construed to ignore a duty to act; and

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     (k) in no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage or any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
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);
     (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

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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.
     The Trustee shall be entitled to exercise or enforce its rights to payment under this Section 607 whether or not an Event of Default may exist.
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 and subject to supervision or examination by federal, state, territorial or District of Columbia authority, 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.

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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 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

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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.
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 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

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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 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

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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 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:

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     This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.
             
    THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,    
 
      as Trustee    
 
           
 
  By  
 
As Authenticating Agent
   
 
           
 
  By        
 
           
 
      Authorized Signatory    
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

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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 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, beginning with the May 15 immediately following the date of this Indenture, the Trustee shall transmit to Holders such reports

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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.
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 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.
     The filing of such reports with the Trustee shall not impose upon the Trustee an obligation to review, and notwithstanding any term hereof to the contrary shall not be construed to charge the Trustee with notice or knowledge of, the contents of such reports. Such filings shall be solely for the convenience of the Holders, in order to make such reports accessible to the Holders.
ARTICLE EIGHT
Consolidation, Merger, Conveyance, Transfer or Lease
Section 801. Company May Consolidate, Etc., Only on Certain Terms.

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     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 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 obligations and covenants under this Indenture and the Securities.

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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 or modify 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 (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are being included solely for the benefit of such series) or modify any existing Events of Default in a manner that is not adverse to Holders of Securities or such series, as the case may be; 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

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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 defective or inconsistent with any other provision herein or in any supplemental indenture, 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; or
     (11) to make any changes to the Indenture in order to conform the Indenture to the final prospectus supplement provided to investors in connection with the offering of any series of Securities.
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 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

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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.
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.

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     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.
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.

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     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.
     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

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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.
     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

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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.
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 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

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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, 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

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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 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 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.

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     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 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.

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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 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

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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 for such purpose 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 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.
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

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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 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.

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     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.
     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.

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     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 Regular 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 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

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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 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

63


 

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 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 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

64


 

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. 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 1402, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (x) the Company has received

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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 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.
     (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.

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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 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.
     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.
     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as of the day and year first above written.

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    THE TRAVELERS COMPANIES, INC.    
 
           
 
  By  
 
Name:
   
 
      Title:    
 
           
    THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee    
 
           
 
  By        
 
           
 
      Name:    
 
      Title:    

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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 Travelers 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.
[NOTARIAL SEAL]
Notary Public

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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 she is a [          ] of The Bank of New York Mellon Trust Company, N.A., 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.
[NOTARIAL SEAL]
Notary Public

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Exhibit 4.24
AMENDED AND RESTATED DECLARATION OF TRUST
     This AMENDED AND RESTATED DECLARATION OF TRUST, dated as of December 10, 2008 (this “Amended and Restated Declaration of Trust”) among The Travelers Companies, Inc., a Minnesota corporation (the “Sponsor”), BNY Mellon Trust of Delaware (formerly known as The Bank of New York (Delaware)), a Delaware banking corporation with its principal office in the State of Delaware, as Delaware trustee (the “Delaware Trustee”), and Matthew S. Furman, as trustee (the “Administrative Trustee”, and, together with the Delaware Trustee, the “Trustees”), with respect to the Delaware Statutory Trust known as Travelers Capital Trust II (originally known as “St. Paul Capital Trust II” and subsequently known as “St. Paul Travelers Capital Trust II”) (the “Trust”).
     WHEREAS, the Sponsor, Chase Manhattan Bank USA, National Association, a national bank with its principal office in the State of Delaware, as Delaware trustee, and Bruce A. Backberg, as Administrative Trustee, entered into the original Declaration of Trust on November 14, 2001, pursuant to which the Trust was formed;
     WHEREAS, a Certificate of Trust of the Trust was filed with the Delaware Secretary of State under the Delaware Statutory Trust Act on November 14, 2001;
     WHEREAS, the original Declaration of Trust was amended as of June 28, 2004 to change the name of the Trust to St. Paul Travelers Capital Trust II and to replace one of the attorneys-in-fact appointed in the original Declaration of Trust;
     WHEREAS, a certificate of amendment to the certificate of trust was filed with the Delaware Secretary of State under the Delaware Statutory Trust Act on June 28, 2004 to change the name of the trust to St. Paul Travelers Capital Trust II, and a certificate of amendment to the certificate of trust, as amended, was subsequently filed with the Delaware Secretary of State on February 27, 2007 to change the name of the trust to Travelers Capital Trust II and the name of the trustee to The Bank of New York (Delaware);
     WHEREAS, Bruce A. Backberg has resigned as the Administrative Trustee, and the new Administrative Trustee is named above;
     WHEREAS, the Sponsor desires to amend and restate the original Declaration of Trust, as amended, to change the names of the Trust and the Trustees as set forth in this Amended and Restated Declaration of Trust and replace the attorneys-in-fact appointed in the original Declaration of Trust, as amended;
     NOW THEREFORE, in consideration of the recitals set forth above, and for other good and valuation consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree to amend and restate the Declaration of Trust in its entirety as follows:
     1. The trust created hereby (the “Trust”) shall be known as “Travelers 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

     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 a Second 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 execution and delivery of such Second 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 registration statement on Form S-3 (the “1933 Act Registration


 

3

Statement”), including any pre-effective or post-effective amendments thereto (including the prospectus, prospectus supplements and the exhibits contained therein) 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 Matthew S. Furman and Wendy C. Skjerven and each of them, as its true 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


 

4

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 Amended and Restated Declaration of Trust may be executed in one or more counterparts.
     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 Amended and Restated 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 Amended and Restated Declaration of Trust to be duly executed as of the day and year first above written.
         
  THE TRAVELERS COMPANIES, INC.,
as Sponsor
 
 
  By:   /s/ Matthew S. Furman  
    Name:   Matthew S. Furman   
    Title:   Senior Vice President   
 
  BNY MELLON TRUST OF DELAWARE, as
Delaware Trustee
 
 
  By:   /s/ Kristine K. Gullo  
    Name:   Kristine K. Gullo  
    Title:   Vice President  
 
     
  By:   /s/ Matthew S. Furman  
    Name:   Matthew S. Furman,   
                 as Administrative Trustee   
 

Exhibit 4.25
AMENDED AND RESTATED DECLARATION OF TRUST
     This AMENDED AND RESTATED DECLARATION OF TRUST, dated as of December 10, 2008 (this “Amended and Restated Declaration of Trust”) among The Travelers Companies, Inc., a Minnesota corporation (the “Sponsor”), BNY Mellon Trust of Delaware (formerly known as The Bank of New York (Delaware)), a Delaware banking corporation with its principal office in the State of Delaware, as Delaware trustee (the “Delaware Trustee”), and Matthew S. Furman, as trustee (the “Administrative Trustee”, and, together with the Delaware Trustee, the “Trustees”), with respect to the Delaware Statutory Trust known as Travelers Capital Trust III (originally known as “St. Paul Travelers Capital Trust III”) (the “Trust”).
     WHEREAS, the Sponsor, Chase Manhattan Bank USA, National Association, a national bank with its principal office in the State of Delaware, as Delaware trustee, and Bruce A. Backberg, as Administrative Trustee, entered into the original Declaration of Trust on June 28, 2004, pursuant to which the Trust was formed;
     WHEREAS, a Certificate of Trust of the Trust was filed with the Delaware Secretary of State under the Delaware Statutory Trust Act on June 28, 2004;
     WHEREAS, a certificate of amendment to the certificate of trust was filed with the Delaware Secretary of State under the Delaware Statutory Trust Act on February 27, 2007 to change the name of the trust to Travelers Capital Trust III and the name of the trustee to The Bank of New York (Delaware);
     WHEREAS, Bruce A. Backberg has resigned as the Administrative Trustee, and the new Administrative Trustee is named above;
     WHEREAS, the Sponsor desires to amend and restate the original Declaration of Trust to change the names of the Trust and the Trustees as set forth in this Amended and Restated Declaration of Trust and replace the attorneys-in-fact appointed in the original Declaration of Trust, as amended;
     NOW THEREFORE, in consideration of the recitals set forth above, and for other good and valuation consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree to amend and restate the Declaration of Trust in its entirety as follows:
     1. The trust created hereby (the “Trust”) shall be known as “Travelers Capital Trust III” 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


 

2

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 a Second 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 execution and delivery of such Second 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 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) 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


 

3

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 Matthew S. Furman and Wendy C. Skjerven and each of them, as its true 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.


 

4

     7. This Amended and Restated Declaration of Trust may be executed in one or more counterparts.
     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 Amended and Restated 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 Amended and Restated Declaration of Trust to be duly executed as of the day and year first above written.
         
  THE TRAVELERS COMPANIES, INC.,
as Sponsor
 
 
  By:   /s/ Matthew S. Furman  
    Name:   Matthew S. Furman   
    Title:   Senior Vice President   
 
  BNY MELLON TRUST OF DELAWARE, as
Delaware Trustee
 
 
  By:   /s/ Kristine K. Gullo  
    Name:   Kristine K. Gullo  
    Title:   Vice President  
 
     
  By:   /s/ Matthew S. Furman    
    Name:   Matthew S. Furman,   
                 as Administrative Trustee   
 

Exhibit 4.26
AMENDED AND RESTATED DECLARATION OF TRUST
     This AMENDED AND RESTATED DECLARATION OF TRUST, dated as of December 10, 2008 (this “Amended and Restated Declaration of Trust”) among The Travelers Companies, Inc., a Minnesota corporation (the “Sponsor”), BNY Mellon Trust of Delaware (formerly known as The Bank of New York (Delaware)), a Delaware banking corporation with its principal office in the State of Delaware, as Delaware trustee (the “Delaware Trustee”), and Matthew S. Furman, as trustee (the “Administrative Trustee”, and, together with the Delaware Trustee, the “Trustees”), with respect to the Delaware Statutory Trust known as Travelers Capital Trust IV (originally known as “St. Paul Travelers Capital Trust IV”) (the “Trust”).
     WHEREAS, the Sponsor, Chase Manhattan Bank USA, National Association, a national bank with its principal office in the State of Delaware, as Delaware trustee, and Bruce A. Backberg, as Administrative Trustee, entered into the original Declaration of Trust on June 28, 2004, pursuant to which the Trust was formed;
     WHEREAS, a Certificate of Trust of the Trust was filed with the Delaware Secretary of State under the Delaware Statutory Trust Act on June 28, 2004;
     WHEREAS, a certificate of amendment to the certificate of trust was filed with the Delaware Secretary of State under the Delaware Statutory Trust Act on February 27, 2007 to change the name of the trust to Travelers Capital Trust IV and the name of the trustee to The Bank of New York (Delaware);
     WHEREAS, Bruce A. Backberg has resigned as the Administrative Trustee, and the new Administrative Trustee is named above;
     WHEREAS, the Sponsor desires to amend and restate the original Declaration of Trust to change the names of the Trust and the Trustees as set forth in this Amended and Restated Declaration of Trust and replace the attorneys-in-fact appointed in the original Declaration of Trust, as amended;
     NOW THEREFORE, in consideration of the recitals set forth above, and for other good and valuation consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree to amend and restate the Declaration of Trust in its entirety as follows:
     1. The trust created hereby (the “Trust”) shall be known as “Travelers Capital Trust IV” 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


 

2

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 a Second 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 execution and delivery of such Second 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 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) 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


 

3

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 Matthew S. Furman and Wendy C. Skjerven and each of them, as its true 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.


 

4

     7. This Amended and Restated Declaration of Trust may be executed in one or more counterparts.
     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 Amended and Restated 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 Amended and Restated Declaration of Trust to be duly executed as of the day and year first above written.
         
  THE TRAVELERS COMPANIES, INC.,
as Sponsor
 
 
  By:   /s/ Matthew S. Furman  
    Name:   Matthew S. Furman   
    Title:   Senior Vice President   
 
  BNY MELLON TRUST OF DELAWARE, as
Delaware Trustee
 
 
  By:   /s/ Kristine K. Gullo  
    Name:   Kristine K. Gullo  
    Title:   Vice President  
 
     
  By:   /s/ Matthew S. Furman    
    Name:   Matthew S. Furman,   
    as Administrative Trustee   
 

 

Exhibit 4.27
AMENDED AND RESTATED DECLARATION OF TRUST
     This AMENDED AND RESTATED DECLARATION OF TRUST, dated as of December 10, 2008 (this “Amended and Restated Declaration of Trust”) among The Travelers Companies, Inc., a Minnesota corporation (the “Sponsor”), BNY Mellon Trust of Delaware (formerly known as The Bank of New York (Delaware)), a Delaware banking corporation with its principal office in the State of Delaware, as Delaware trustee (the “Delaware Trustee”), and Matthew S. Furman, as trustee (the “Administrative Trustee”, and, together with the Delaware Trustee, the “Trustees”), with respect to the Delaware Statutory Trust known as Travelers Capital Trust V (originally known as “St. Paul Travelers Capital Trust V”) (the “Trust”).
     WHEREAS, the Sponsor, Chase Manhattan Bank USA, National Association, a national bank with its principal office in the State of Delaware, as Delaware trustee, and Bruce A. Backberg, as Administrative Trustee, entered into the original Declaration of Trust on June 28, 2004, pursuant to which the Trust was formed;
     WHEREAS, a Certificate of Trust of the Trust was filed with the Delaware Secretary of State under the Delaware Statutory Trust Act on June 28, 2004;
     WHEREAS, a certificate of amendment to the certificate of trust was filed with the Delaware Secretary of State under the Delaware Statutory Trust Act on February 27, 2007 to change the name of the trust to Travelers Capital Trust V and the name of the trustee to The Bank of New York (Delaware);
     WHEREAS, Bruce A. Backberg has resigned as the Administrative Trustee, and the new Administrative Trustee is named above;
     WHEREAS, the Sponsor desires to amend and restate the original Declaration of Trust to change the names of the Trust and the Trustees as set forth in this Amended and Restated Declaration of Trust and replace the attorneys-in-fact appointed in the original Declaration of Trust, as amended;
     NOW THEREFORE, in consideration of the recitals set forth above, and for other good and valuation consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree to amend and restate the Declaration of Trust in its entirety as follows:
     1.   The trust created hereby (the “Trust”) shall be known as “Travelers Capital Trust V” 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

1


 

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 a Second 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 execution and delivery of such Second 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 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) 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

2


 

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 Matthew S. Furman and Wendy C. Skjerven and each of them, as its true 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.

3


 

     7.   This Amended and Restated Declaration of Trust may be executed in one or more counterparts.
     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 Amended and Restated Declaration of Trust shall be governed by, and construed in accordance with, the internal laws of the State of Delaware.

4


 

     IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Declaration of Trust to be duly executed as of the day and year first above written.
         
  THE TRAVELERS COMPANIES, INC.,
as Sponsor
 
 
  By:   /s/ Matthew S. Furman  
    Name:   Matthew S. Furman   
    Title:   Senior Vice President   
 
         
  BNY MELLON TRUST OF DELAWARE, as
Delaware Trustee
 
 
  By:   /s/ Kristine K. Gullo  
    Name:   Kristine K. Gullo  
    Title:   Vice President  
 
         
     
  By:   /s/ Matthew S. Furman  
    Name:   Matthew S. Furman,   
    as Administrative Trustee   
 

5

Exhibit 4.28
SECOND AMENDED AND RESTATED DECLARATION OF TRUST
TRAVELERS CAPITAL TRUST [II] [III] [IV] [V]
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; 3.6(i)
314(c)
  2.5
315(a)
  3.9
315(b)
  2.7(a)
315(c)
  3.9(a)
315(d)
  3.9(b)
316(a)
  2.6
316(b)
  12.1(h)
317(a)
  3.8(e)
317(b)
  3.8(h);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
    1  
SECTION 1.1   Definitions
    1  
 
       
ARTICLE II TRUST INDENTURE ACT
    7  
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   Events of Default: Notice
    10  
 
       
ARTICLE III ORGANIZATION
    10  
SECTION 3.1   Name
    10  
SECTION 3.2   Office
    10  
SECTION 3.3   Declaration
    11  
SECTION 3.4   Authority
    11  
SECTION 3.5   Title to Property of the Trust
    11  
SECTION 3.6   Powers and Duties of the Regular Trustees
    11  
SECTION 3.7   Prohibition of Actions by the Trust and the Trustees
    14  
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 the Institutional Trustee
    18  
SECTION 3.11   Delaware Trustee
    20  
SECTION 3.12   Execution of Documents
    20  
SECTION 3.13   Not Responsible for Recitals or Issuance of Securities
    21  
SECTION 3.14   Duration of Trust
    21  
SECTION 3.15   Mergers
    21  
 
       
ARTICLE IV SPONSOR
    23  
SECTION 4.1   Sponsor’s Purchase of Common Securities
    23  
SECTION 4.2   Responsibilities of the Sponsor
    23  
SECTION 4.3   Guarantee of Payment of Trust Obligations
    24  
 
       
ARTICLE V TRUSTEES
    24  
SECTION 5.1   Number of Trustees
    24  
SECTION 5.2   Delaware Trustee
    25  
SECTION 5.3   Institutional Trustee: Eligibility
    25  
SECTION 5.4   Qualifications of Regular Trustees and Delaware Trustee Generally.
    26  
SECTION 5.5   Initial Trustees: Additional Powers of Regular Trustees
    26  
SECTION 5.6   Appointment, Removal and Resignation of Trustees
    26  
SECTION 5.7   Vacancies Among Trustees
    28  
SECTION 5.8   Effect of Vacancies
    28  
i


 

         
    Page
SECTION 5.9   Meetings
    28  
SECTION 5.10   Delegation of Power
    29  
SECTION 5.11   Merger, Conversion, Consolidation or Succession to Business
    29  
SECTION 5.12   Status of Trustees
    29  
 
       
ARTICLE VI DISTRIBUTIONS
    29  
SECTION 6.1   Distributions
    29  
 
       
ARTICLE VII ISSUANCE OF SECURITIES
    30  
SECTION 7.1   General Provisions Regarding Securities
    30  
SECTION 7.2   Registrar and Paying Agent
    31  
SECTION 7.3   Paying Agent to Hold Money in Trust
    31  
 
       
ARTICLE VIII DISSOLUTION OF TRUST
    31  
SECTION 8.1   Dissolution of Trust.
    31  
 
       
ARTICLE IX TRANSFER OF INTERESTS
    32  
SECTION 9.1   Transfer of Securities
    32  
SECTION 9.2   Transfer of Certificates
    33  
SECTION 9.3   Deemed Security Holders
    33  
SECTION 9.4   Book Entry Interests
    33  
SECTION 9.5   Notices to Clearing Agency
    34  
SECTION 9.6   Appointment of Successor Clearing Agency
    34  
SECTION 9.7   Definitive Preferred Security Certificates
    34  
SECTION 9.8   Mutilated, Destroyed, Lost or Stolen Certificates
    35  
 
       
ARTICLE X LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS
    36  
SECTION 10.1   Liability
    36  
SECTION 10.2   Exculpation
    36  
SECTION 10.3   Fiduciary Duty
    37  
SECTION 10.4   Indemnification
    37  
SECTION 10.5   Outside Businesses
    40  
 
       
ARTICLE XI ACCOUNTING
    41  
SECTION 11.1   Fiscal Year
    41  
SECTION 11.2   Certain Accounting Matters
    41  
SECTION 11.3   Banking
    41  
SECTION 11.4   Withholding
    42  
 
       
ARTICLE XII AMENDMENTS AND MEETINGS
    42  
SECTION 12.1   Amendments
    42  
SECTION 12.2   Meetings of the Holders of Securities: Action by Written Consent
    44  
 
       
ARTICLE XIII REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND DELAWARE TRUSTEE
    45  
SECTION 13.1   Representations and Warranties of Institutional Trustee
    45  
SECTION 13.2   Representations and Warranties of Delaware Trustee
    46  


 

 

         
    Page
 
       
ARTICLE XIV MISCELLANEOUS
    47  
SECTION 14.1   Notices
    47  
SECTION 14.2   Governing Law
    48  
SECTION 14.3   Intention of the Parties
    48  
SECTION 14.4   Headings
    48  
SECTION 14.5   Successors and Assigns
    48  
SECTION 14.6   Partial Enforceability
    48  
SECTION 14.7   Counterparts
    48  


 

 

          SECOND 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 Travelers Capital Trust [II] [III] [IV] [V] (the “Trust”), a trust under the Statutory Trust Act (as defined herein), pursuant to a Declaration of Trust dated as of [                      ] (the “Original Declaration”), and a Certificate of Trust filed with the Secretary of State of the State of Delaware on [                      ], 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 statutory trust under the Statutory Trust Act and that this Declaration constitute the governing instrument of such statutory 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.
     1     


 

 

     2
          “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.
          “Beneficiary” has the meaning specified in Section 4.3(a).
          “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.
          “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.
          “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,


 

3

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 The Bank of New York Mellon Global, Corporate Trust, Corporate Finance, 222 Berkeley Street, Boston, MA 02116.
          “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 The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture until a successor is appointed thereunder, and thereafter means such successor trustee.
          “Debentures” means the [ ]% [Senior] [Subordinated] [Junior 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).
          “Fiscal Year” has the meaning set forth in Section 11.1.
          “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 Statutory Trust Act.


 

4

          “Indemnified Person” means a Company Indemnified Person or a Fiduciary Indemnified Person.
          “Indenture” means the [Senior] [Subordinated] [Junior 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.
          “Obligations” has the meaning set forth in Section 4.3(a).
          “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;
     (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


 

5

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.
          “Registrar” has the meaning set forth in Section 7.2.
          “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.
          “Responsible Officer” means, with respect to the Institutional Trustee, any officer of the Institutional Trustee with direct responsibility for the administration of this Second 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.


 

6

          “Rule 3a-7” means Rule 3a-7 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 Travelers Companies, Inc., or any successor entity in a merger, consolidation or amalgamation, in its capacity as sponsor of the Trust.
          “Statutory 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.
          “Successor Delaware Trustee” has the meaning set forth in Section 5.6(b)(i).
          “Successor Entity” has the meaning set forth in Section 3.15(b).
          “Successor Institutional Trustee” has the meaning set forth in Section 5.6(b)(ii).
          “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.]
          “Travelers” means The Travelers 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).
          “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


 

7

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 Travelers 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 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


 

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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
     (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


 

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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 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.


 

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          (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 Events 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.
ARTICLE III
ORGANIZATION
          SECTION 3.1 Name .
          The Trust is named “Travelers Capital Trust [II] [III] [IV] [V]” 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 Travelers 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.


 

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          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, advisable 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.
          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


 

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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;
     (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;


 

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          (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;
          (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 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;
as long as it does not materially and adversely affect the Holders of the Securities;


 

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          (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.
          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;


 

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     (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.
          (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


 

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     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.
          (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 Statutory 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.


 

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          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 (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,


 

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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;
     (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 the 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;


 

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     (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;
     (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;
     (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


 

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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 Statutory 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 Statutory 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.


 

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          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 the date that is [___] years after the Closing Date.
          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;
     (iii) 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;


 

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     (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.


 

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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 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 Statutory 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) or 12(g) of the Exchange Act, including any amendments thereto;
          (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.


 

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          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 Debenture Issuer 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 Security of the Trust pursuant to the terms thereof) (“Obligations”) to such Beneficiaries.
          (b) The agreement of the Debenture Issuer 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 Debenture Issuer 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:
          (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 Statutory 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.


 

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          SECTION 5.2 Delaware Trustee .
          If required by the Statutory 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
     (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.


 

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          (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:
          Jay S. Benet and Matthew S. Furman [in each case] c/o The Travelers Companies, Inc., 385 Washington Street, St. Paul, Minnesota 55102
          The initial Delaware Trustee shall be:
          BNY Mellon Trust of Delaware, 100 White Clay Center, Route 273, P.O. Box 6995, Newark, Delaware 19714
          The initial Institutional Trustee shall be:
          The Bank of New York Mellon Trust Company, N.A. c/o The Bank of New York Mellon Global Corporate Trust, Corporate Finance, 222 Berkeley Street, Boston, MA 02116
          (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


 

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     (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.
          (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


 

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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 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


 

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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
          (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 Institutional Trustee or the Successor Delaware Trustee, as the case may be, hereunder, provided such corporation shall be otherwise qualified and eligible under this Article V, without the execution or filing of any paper or any further act on the part of any of the parties hereto.
          SECTION 5.12 Status of Trustees .
          Each Trustee shall be a “United States person” within the meaning of Section 7701(a)(30) of the Code and at all times at least one of the Trustees shall be (i) a bank, as defined in Section 581 of the Code or (ii) a United States government-owned agency or United States government-sponsored enterprise.
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


 

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“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.
          (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.


 

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          (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.
          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:


 

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     (i) upon the bankruptcy of any Holder of the Common Securities or the Sponsor;
     (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:


 

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     (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.
          SECTION 9.4 Book Entry Interests .
          Unless otherwise specified in the terms of the Preferred Securities, the Preferred Security Certificates, on original issuance, will be issued in the form of one or more, fully


 

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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 Holders of Preferred Security 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.
          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:


 

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          (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
          (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 9.8 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.


 

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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 Statutory 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 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.


 

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          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.
          (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


 

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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.
     (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


 

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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.
     (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.


 

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     (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.
          (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


 

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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.
          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.


 

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          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 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:


 

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     (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
     (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


 

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regulatory authority which amendment does not have a material adverse effect on the right, preferences or privileges of the Holders; and
     (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.
          (h) In addition to and notwithstanding any other provision in this Declaration, without the consent of each affected Holder (such consent being obtained in accordance with this Declaration), this Declaration may not be amended to (i) change the amount or timing of any Distribution on the Securities or otherwise adversely affect the amount of any Distribution required to be made in respect of the Securities as of a specified date; (ii) change any of the conversion or redemption provisions; or (iii) restrict the right of a Holder to institute suit for the enforcement of any such payment on or after such date.
          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


 

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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 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 Statutory 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,


 

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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) 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.


 

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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):
Travelers Capital Trust [II] [III] [IV] [V]
c/o The Travelers Companies, Inc.
385 Washington Street
St. Paul, Minnesota 55102
Attention: Matthew S. Furman
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):
BNY Mellon Trust of Delaware
100 White Clay Center, Route 273 P.O. Box 6995
Newark, Delaware 19714
          (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):
The Bank of New York Mellon Trust Company, N.A.
c/o The Bank of New York Mellon
Global Corporate Trust
Corporate Finance
222 Berkeley Street
Boston, MA 02216
          (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 Travelers Companies, Inc.
385 Washington Street
St. Paul, Minnesota 55102
Attention: Matthew S. Furman
With a copy to: Treasurer


 

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          (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.
          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.


 

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          IN WITNESS WHEREOF, the undersigned has caused these presents to be executed as of the day and year first above written.
             
    [          ], as Regular Trustee    
 
           
         
    [          ], as Regular Trustee    
 
           
    BNY Mellon Trust of Delaware, as Delaware Trustee    
 
           
 
  By:        
 
  Name:  
 
[          ]
   
 
  Title:   [          ]    
 
           
    THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Institutional
Trustee
   
 
           
 
  By:        
 
           
 
  Name:   [          ]    
 
  Title:   [          ]    


 

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    THE TRAVELERS COMPANIES, INC., as
Sponsor and Debenture Issuer
   
 
           
 
  By:        
 
           
 
  Name:   Matthew S. Furman    
 
  Title:   Senior Vice President    


 

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ANNEX I

TERMS OF

[ ]% TRUST PREFERRED SECURITIES

[ ]% TRUST COMMON SECURITIES
          Pursuant to Section 7.1 of the Second 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 Distributions. 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


 

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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 Travelers 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 Travelers or such subsidiary as a result of an exchange or conversion of any class or series of capital stock of Travelers for any other class or series of the capital stock of Travelers or such subsidiary’s, (iii) the purchase of fractional interests in shares of capital stock of Travelers 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 Travelers 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 Travelers 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 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


 

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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. 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 cash or other immediately available funds 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


 

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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.
          (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    ], 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


 

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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 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, 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.


 

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          (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.
     (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


 

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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 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


 

58

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 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, Travelers will be subrogated to the rights of such Holder of Preferred Securities under the Declaration to the extent of any payment made by Travelers 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.


 

59

          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.
     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.


 

60

          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 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 in any material respect 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 a Super Majority, 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.


 

61

     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.
          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.


 

62

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
TRAVELERS CAPITAL TRUST [II] [III] [IV] [V]
[ ]% Trust Preferred Securities (Liquidation Amount [$] per Preferred Security)
          TRAVELERS CAPITAL TRUST [II] [III] [IV] [V], a statutory 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 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,
          


 

 

     63
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 Second 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)][, including that the Debentures are the general unsecured obligations of Travelers and will rank equal to Travelers’ other senior and unsecured obligations] 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 Travelers, (B) pari passu with the most senior preferred or preference stock now or hereafter issued by Travelers and with any guarantee now or hereafter issued by Travelers with respect to preferred or preference stock or preferred trust security of Travelers’ Affiliates and (C) senior to Travelers common stock][, including that the Preferred Securities Guarantee is the general unsecured obligation of Travelers and will rank equal to Travelers’ other senior and unsecured obligations].
          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 ].
             
    TRAVELERS CAPITAL TRUST [II]
[III] [IV] [V]
   
 
           
         
 
  By:
Title:
  [                              ]
Regular Trustee
   


 

     64     
INSTITUTIONAL TRUSTEE’S CERTIFICATE OF AUTHENTICATION
          This is one of the Preferred Securities referred to in the within-mentioned Declaration.
             
 
  By:        
 
     
 
     Authorized Officer
   


 

 

     65
[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.


 

66

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)


 

67

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
TRAVELERS CAPITAL TRUST [II] [III] [IV] [V]
[   ]% Trust Common Securities (Liquidation Amount [$ ] per Common Security)
          TRAVELERS CAPITAL TRUST [II] [III] [IV] [V], a statutory trust created under the laws of the State of Delaware (the “Trust”), hereby certifies that The Travelers 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 Second 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.
          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.


 

68

          IN WITNESS WHEREOF, the Trust has executed this certificate this [       ] day of [            , 200    ].
             
    TRAVELERS CAPITAL TRUST
[II] [III] [IV] [V]
   
 
           
         
 
  By:   [                                        ]    
 
      Title: Regular Trustee    


 

69

ASSIGNMENT
     
FOR VALUE
Certificate to:
RECEIVED,  the undersigned assigns and transfers this Common Security
 
   
 
(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)
          
Exhibit 4.31
 
PREFERRED SECURITIES GUARANTEE AGREEMENT
TRAVELERS CAPITAL TRUST [II] [III] [IV] [V]
DATED AS OF                      , 200_
 


 

Table of Contents
         
    Page
ARTICLE I
DEFINITIONS AND INTERPRETATION
 
       
SECTION 1.1 Definitions and Interpretation
    1  
 
       
ARTICLE II
TRUST INDENTURE ACT
 
       
SECTION 2.1 Trust Indenture Act; Application
    4  
SECTION 2.2 Lists of Holders of Securities
    4  
SECTION 2.3 Reports by the Preferred Guarantee Trustee
    5  
SECTION 2.4 Periodic Reports to the Preferred Guarantee Trustee
    5  
SECTION 2.5 Evidence of Compliance with Conditions Precedent
    5  
SECTION 2.6 Events of Default; Waiver
    5  
SECTION 2.7 Events of Default; Notice
    5  
SECTION 2.8 Conflicting Interests
    6  
 
       
ARTICLE III
POWERS, DUTIES AND RIGHTS OF PREFERRED GUARANTEE TRUSTEE
 
       
SECTION 3.1 Powers and Duties of the Preferred Guarantee Trustee
    6  
SECTION 3.2 Certain Rights of the Preferred Guarantee Trustee
    7  
SECTION 3.3 Not Responsible for Recitals or Issuance of Guarantee
    9  
 
       
ARTICLE IV
PREFERRED GUARANTEE TRUSTEE
 
       
SECTION 4.1 Preferred Guarantee Trustee; Eligibility
    10  
SECTION 4.2 Appointment, Removal and Resignation of Preferred Guarantee Trustees
    10  
 
       
ARTICLE V
GUARANTEE
 
       
SECTION 5.1 Guarantee
    11  
SECTION 5.2 Waiver of Notice and Demand
    11  
SECTION 5.3 Obligations Not Affected
    11  
SECTION 5.4 Rights of Holders
    12  
SECTION 5.5 Guarantee of Payment
    13  
SECTION 5.6 Subrogation
    13  
SECTION 5.7 Independent Obligations
    13  

i


 

         
    Page
ARTICLE VI
LIMITATION OF TRANSACTIONS; SUBORDINATION
 
       
SECTION 6.1 Limitation of Transactions
    13  
SECTION 6.2 Ranking
    14  
 
       
ARTICLE VII
TERMINATION
 
       
SECTION 7.1 Termination
    14  
 
       
ARTICLE VIII
INDEMNIFICATION
 
       
SECTION 8.1 Exculpation
    15  
SECTION 8.2 Indemnification
    15  
 
       
ARTICLE IX
MISCELLANEOUS
 
       
SECTION 9.1 Successors and Assigns
    16  
SECTION 9.2 Amendments
    16  
SECTION 9.3 Notices
    16  
SECTION 9.4 Benefit
    17  
SECTION 9.5 Governing Law
    17  

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 this Guarantee Agreement and shall not affect the interpretation of any of its terms or provisions.

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PREFERRED SECURITIES GUARANTEE AGREEMENT
     This GUARANTEE AGREEMENT (this “Preferred Securities Guarantee”), dated as of [                      , 200 ], is executed and delivered by The Travelers Companies, Inc., a Minnesota corporation (the “Guarantor”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Preferred Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of Travelers Capital Trust [II] [III] [IV] [V], a Delaware statutory trust (the “Issuer”).
     WHEREAS, pursuant to a Second 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.
     “Covered Person” means any Holder or beneficial owner of Preferred Securities.
     “Debentures” means the series of [senior debt securities of the Guarantor designated the [ ]% Senior Notes due [ ]][subordinated debt securities of the Guarantor designated the [ ]% Subordinated Debentures, due [ ]][junior subordinated debt securities of the Guarantor designated the [ ]% Junior Subordinated Debentures, due [ ]] held by the Institutional Trustee (as defined in the Declaration) of the Issuer.
     “Event of Default” means a default by the Guarantor on any of its payment or other obligations under this Preferred Securities Guarantee; provided, however, that, except with respect to a default in payment of any Guarantee Payments, the Guarantor shall have received notice of default and shall not have cured such default within 90 days after receipt of such notice.
     “Guarantee Payments” means the following payments or distributions, without duplication, with respect to the Preferred Securities, to the extent not paid or made by the Issuer: (i) any accrued and unpaid Distributions (as defined in Annex I to the Declaration) that are required to be paid on the Preferred Securities, to the extent the Issuer has funds available therefor, (ii) the redemption price of [$ ] per Preferred Security, plus all accrued and unpaid Distributions to the date of redemption (the “Redemption Price”), to the extent the Issuer has funds available therefor, with respect to any Preferred Securities called for redemption by the Issuer and (iii) upon a voluntary or involuntary dissolution, winding-up or termination of the Issuer (other than in connection with the distribution of Debentures to the Holders in exchange for Preferred Securities as provided in the Declaration or the redemption of all of the Preferred Securities upon the maturity or redemption of all of the Debentures as provided in the Declaration) the lesser of (a) the aggregate of the liquidation amount of [$ ] per Preferred Security and all accrued and unpaid Distributions on the Preferred Securities to the date of payment, or (b) the amount of assets of the Issuer remaining for distribution to Holders in liquidation of the Issuer (in either case, the “Liquidation Distribution”).
     “Holder” shall mean any holder, as registered on the books and records of the Issuer, of any Preferred Securities; provided, however, that, in determining whether the holders of the

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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 The Bank of New York Mellon Trust Company, N.A., as trustee, and any indenture supplemental thereto pursuant to which the Debentures are to be issued to the Institutional Trustee of the Issuer.
     “Institutional Trustee” has the meaning specified in the Declaration.
     “Issuer” has the meaning provided in the preamble.
     “Majority in liquidation amount of the Preferred Securities” means, except as provided by the Trust Indenture Act, a vote by Holder(s), voting separately as a class, holding Preferred Securities representing more than 50% of the aggregate liquidation amount (including the stated amount that would be paid on redemption, liquidation or otherwise, plus accrued and unpaid Distributions to the date upon which the voting percentages are determined) of all Preferred Securities.
     “Officers’ Certificate” means, with respect to any Person, a certificate signed by two Authorized Officers of such Person. Any Officers’ Certificate delivered with respect to compliance with a condition or covenant provided for in this Preferred Securities Guarantee shall include:
     (i) a statement that each officer signing the Officers’ Certificate has read the covenant or condition and the definitions relating thereto;
     (ii) a brief statement of the nature and scope of the examination or investigation undertaken by each officer in rendering the Officers’ Certificate;
     (iii) a statement that each such officer has made such examination or investigation as, in such officer’s opinion, is necessary to enable such officer to express an informed opinion as to whether or not such covenant or condition has been complied with; and
     (iv) a statement as to whether, in the opinion of each such officer, such condition or covenant has been complied with.
     “Person” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint stock company, limited liability company, trust, unincorporated association, or government or any agency or political subdivision thereof, or any other entity of whatever nature.
     “Preferred Guarantee Trustee” means The Bank of New York Mellon Trust Company, N.A., until a Successor Preferred Guarantee Trustee has been appointed and has accepted such appointment pursuant to

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the terms of this Preferred Securities Guarantee and thereafter means each such Successor Preferred Guarantee Trustee.
     “Responsible Officer” means, with respect to the Preferred Guarantee Trustee, any officer of the Preferred Guarantee Trustee with direct responsibility for the administration of this Preferred Securities Guarantee and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of that officer’s knowledge of and familiarity with the particular subject.
     “Successor Preferred Guarantee Trustee” means a successor Preferred Guarantee Trustee possessing the qualifications to act as Preferred Guarantee Trustee under Section 4.1.
     “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended.
ARTICLE II

TRUST INDENTURE ACT
     SECTION 2.1 Trust Indenture Act; Application .
     (a) This Preferred Securities Guarantee is subject to the provisions of the Trust Indenture Act that are required to be part of this Preferred Securities Guarantee and shall, to the extent applicable, be governed by such provisions; and
     (b) if and to the extent that any provision of this Preferred Securities Guarantee limits, qualifies or conflicts with the duties imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act, such imposed duties shall control.
     SECTION 2.2 Lists of Holders of Securities .
     (a) The Guarantor shall, or shall cause the Institutional Trustee to, provide the Preferred Guarantee Trustee with a list of the names and addresses of the Holders (i) on a date not later than the record date for any payment or other distribution to the Holders hereunder or under the Declaration, and (ii) at such other times as the Preferred Guarantee Trustee may request in writing, within 30 days after the receipt by the Guarantor of any such request, as of a date no more than 14 days before such list of Holders is given to the Preferred Guarantee Trustee; provided that the Guarantor shall not be obligated to provide such a list of holders at any time that such list would not differ from the last such list provided by the Guarantor to the Preferred Guarantee Trustee under this Section 2.2(a).
     The Preferred Guarantee Trustee may destroy any list of Holders previously given to it on receipt of a new list of Holders. Unless supplemented, amended or restated pursuant to this Section 2.2(a), the Preferred Guarantee Trustee shall be entitled to rely exclusively on the last list of Holders provided to it by the Guarantor or any Institutional Trustee.
     (b) The Preferred Guarantee Trustee shall comply with its obligations under Sections 311(a), 311(b) and 312(b) of the Trust Indenture Act.

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     SECTION 2.3 Reports by the Preferred Guarantee Trustee .
     Within 60 days after May 15 of each year, the Preferred Guarantee Trustee shall provide to the Holders such reports as are required by Section 313 of the Trust Indenture Act, if any, in the form and in the manner provided by Section 313 of the Trust Indenture Act. The Preferred Guarantee Trustee shall also comply with the requirements of Section 313(d) of the Trust Indenture Act.
     SECTION 2.4 Periodic Reports to the 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 Events 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.

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     SECTION 2.8 Conflicting Interests .
     The Declaration shall be deemed to be specifically described in this Preferred Securities Guarantee for the purposes of clause (i) of the first proviso contained in Section 310(b) of the Trust Indenture Act.
ARTICLE III

POWERS, DUTIES AND RIGHTS OF PREFERRED GUARANTEE TRUSTEE
     SECTION 3.1 Powers and Duties of the Preferred Guarantee Trustee .
     (a) This Preferred Securities Guarantee shall be held by the Preferred Guarantee Trustee for the benefit of the Holders, and the Preferred Guarantee Trustee shall not transfer its right, title and interest in this Preferred Securities Guarantee to any Person except a Holder exercising his or her rights pursuant to Section 5.4(b) or to a Successor Preferred Guarantee Trustee on acceptance by such Successor Preferred Guarantee Trustee of its appointment to act as Successor Preferred Guarantee Trustee. The right, title and interest of the Preferred Guarantee Trustee shall automatically vest in any Successor Preferred Guarantee Trustee, and such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of such Successor Preferred Guarantee Trustee.
     (b) If an Event of Default actually known to a Responsible Officer of the Preferred Guarantee Trustee has occurred and is continuing, the Preferred Guarantee Trustee shall enforce this Preferred Securities Guarantee for the benefit of the Holders of the Preferred Securities.
     (c) The Preferred Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set forth in this Preferred Securities Guarantee, and no implied covenants shall be read into this Preferred Securities Guarantee against the Preferred Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6) and is actually known to a Responsible Officer of the Preferred Guarantee Trustee, the Preferred Guarantee Trustee shall exercise such of the rights and powers vested in it by this Preferred Securities Guarantee, and use the same degree of care and skill in its exercise thereof, as a prudent Person would exercise or use under the circumstances in the conduct of his or her own affairs.
     (d) No provision of this Preferred Securities Guarantee shall be construed to relieve the Preferred Guarantee Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:
     (i) prior to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred:
     (A) the duties and obligations of the Preferred Guarantee Trustee shall be determined solely by the express provisions of this Preferred Securities Guarantee, and the Preferred Guarantee Trustee shall not be liable except for the

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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 the 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.

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     (ii) Any direction or act of the Guarantor contemplated by this Preferred Securities Guarantee shall be sufficiently evidenced by an Officers’ Certificate.
     (iii) Whenever, in the administration of this Preferred Securities Guarantee, the Preferred Guarantee Trustee shall deem it desirable that a matter be proved or established before taking, suffering or omitting any action hereunder, the Preferred Guarantee Trustee (unless other evidence is herein specifically prescribed) may, in the absence of bad faith on its part, request and conclusively rely upon an Officers’ Certificate which, upon receipt of such request, shall be promptly delivered by the Guarantor.
     (iv) The Preferred Guarantee Trustee shall have no duty to see to any recording, filing or registration of any instrument (or any rerecording, refilling or re-registration thereof).
     (v) The Preferred Guarantee Trustee may consult with counsel, and the written advice or opinion of such counsel with respect to legal matters shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion. Such counsel may be counsel to the Guarantor or any of its Affiliates and may include any of its employees. The Preferred Guarantee Trustee shall have the right at any time to seek instructions concerning the administration of this Preferred Securities Guarantee from any court of competent jurisdiction.
     (vi) The Preferred Guarantee Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Preferred Securities Guarantee at the request or direction of any Holder, unless such Holder shall have provided to the Preferred Guarantee Trustee such security and indemnity, reasonably satisfactory to the Preferred Guarantee Trustee, against the costs, expenses (including attorneys’ fees and expenses and the expenses of the Preferred Guarantee Trustee’s agents, nominees or custodians) and liabilities that might be incurred by it in complying with such request or direction, including such reasonable advances as may be requested by the Preferred Guarantee Trustee; provided that, nothing contained in this Section 3.2(a)(vi) shall be taken to relieve the Preferred Guarantee Trustee, upon the occurrence of an Event of Default, of its obligation to exercise the rights and powers vested in it by this Preferred Securities Guarantee.
     (vii) The Preferred Guarantee Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Preferred Guarantee Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit.
     (viii) The Preferred Guarantee Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, nominees, custodians or attorneys, and the Preferred Guarantee Trustee shall not be

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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 Preferred Guarantee Trustee shall not be charged with knowledge of any Event of Default with respect to the Preferred Securities unless (1) a Responsible Officer of the Preferred Guarantee 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 Preferred Guarantee Trustee by the Guarantor or by any Holder.
     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.

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ARTICLE IV

PREFERRED GUARANTEE TRUSTEE
     SECTION 4.1 Preferred Guarantee Trustee; Eligibility .
     (a) There shall at all times be a Preferred Guarantee Trustee which shall:
     (i) not be an Affiliate of the Guarantor; and
     (ii) be a corporation organized and doing business under the laws of the United States of America or any State or Territory thereof or of the District of Columbia, or a corporation or Person permitted by the Securities and Exchange Commission to act as an institutional trustee under the Trust Indenture Act, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least 50 million U.S. dollars ($50,000,000), and subject to supervision or examination by Federal, State, Territorial or District of Columbia authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the supervising or examining authority referred to above, then, for the purposes of this Section 4.1(a)(ii), the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.
     (b) If at any time the Preferred Guarantee Trustee shall cease to be eligible to so act under Section 4.1(a), the Preferred Guarantee Trustee shall immediately resign in the manner and with the effect set out in Section 4.2(c).
     (c) If the Preferred Guarantee Trustee has or shall acquire any “conflicting interest” within the meaning of Section 310(b) of the Trust Indenture Act, the Preferred Guarantee Trustee and Guarantor shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act.
     SECTION 4.2 Appointment, Removal and Resignation of Preferred Guarantee Trustees .
     (a) Subject to Section 4.2(b), the Preferred Guarantee Trustee may be appointed or removed without cause at any time by the Guarantor.
     (b) The Preferred Guarantee Trustee shall not be removed in accordance with Section 4.2(a) until a Successor Preferred Guarantee Trustee has been appointed and has accepted such appointment by written instrument executed by such Successor Preferred Guarantee Trustee and delivered to the Guarantor.
     (c) The Preferred Guarantee Trustee appointed to office shall hold office until a Successor Preferred Guarantee Trustee shall have been appointed or until its removal or resignation. The Preferred Guarantee Trustee may resign from office by an instrument in writing executed by the Preferred Guarantee Trustee and delivered to the Guarantor, which resignation shall not take effect until a Successor Preferred Guarantee Trustee has been appointed and has accepted such appointment by instrument in writing executed by such Successor Preferred Guarantee Trustee and delivered to the Guarantor and the resigning Preferred Guarantee Trustee,

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whereupon the resigning Preferred Guarantee Trustee shall be released and discharged of the trusts and other duties imposed on such trustee in connection herewith.
     (d) If no Successor Preferred Guarantee Trustee shall have been appointed and accepted appointment as provided in this Section 4.2 within 60 days after delivery to the Guarantor of an instrument of resignation, the resigning Preferred Guarantee Trustee may petition any court of competent jurisdiction for appointment of a Successor Preferred Guarantee Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Preferred Guarantee Trustee.
     (e) No Preferred Guarantee Trustee shall be liable for the acts or omissions to act of any Successor Preferred Guarantee Trustee.
     (f) Upon termination of this Preferred Securities Guarantee or removal or resignation of the Preferred Guarantee Trustee pursuant to this Section 4.2, the Guarantor shall pay to the Preferred Guarantee Trustee all amounts accrued and owing to such Preferred Guarantee Trustee to the date of such termination, removal or resignation.
ARTICLE V

GUARANTEE
     SECTION 5.1 Guarantee .
     The Guarantor irrevocably and unconditionally agrees to pay in full to the Holders the Guarantee Payments (without duplication of amounts theretofore paid by or on behalf of the Issuer pursuant to the Declaration or by the Guarantor pursuant to the Indenture), as and when due, regardless of any defense, right of set-off or counterclaim that the Issuer may have or assert. The Guarantor’s obligation to make a Guarantee Payment may be satisfied by direct payment of the required amounts by the Guarantor to the Holders or by causing the Issuer to pay such amounts to the Holders.
     SECTION 5.2 Waiver of Notice and Demand .
     The Guarantor hereby waives notice of acceptance of this Preferred Securities Guarantee and of any liability to which it applies or may apply, presentment, demand for payment, any right to require a proceeding first against the Issuer or any other Person before proceeding against the Guarantor, protest, notice of nonpayment, notice of dishonor, notice of redemption and all other notices and demands.
     SECTION 5.3 Obligations Not Affected .
     The obligations, covenants, agreements and duties of the Guarantor under this Preferred Securities Guarantee shall in no way be affected or impaired by reason of the happening from time to time of any of the following:

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     (a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Issuer of any express or implied agreement, covenant, term or condition relating to the Preferred Securities to be performed or observed by the Issuer;
     (b) the extension of time for the payment by the Issuer of all or any portion of the Distributions, Redemption Price, Liquidation Distribution or any other sums payable under the terms of the Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Preferred Securities (other than an extension of time for payment of Distributions, Redemption Price, Liquidation Distribution or other sum payable that results from the extension of any interest payment period on the Debentures as permitted by the Indenture);
     (c) any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Preferred Securities, or any action on the part of the Issuer granting indulgence or extension of any kind;
     (d) the voluntary or involuntary liquidation, dissolution, sale of any collateral, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the Issuer or any of the assets of the Issuer;
     (e) any invalidity of, or defect or deficiency in, the Preferred Securities;
     (f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or
     (g) to the extent permitted by law, any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantor, it being the intent of this Section 5.3 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances.
     There shall be no obligation of the Holders to give notice to, or obtain consent of, the Guarantor with respect to the happening of any of the foregoing.
     SECTION 5.4 Rights of Holders .
     (a) The Holders of a Majority in liquidation amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Guarantee Trustee in respect of this Preferred Securities Guarantee or exercising any trust or power conferred upon the Preferred Guarantee Trustee under this Preferred Securities Guarantee.
     (b) If the Preferred Guarantee Trustee fails to enforce its rights under this Preferred Securities Guarantee, any Holder may directly institute a legal proceeding against the Guarantor to enforce the Preferred Guarantee Trustee’s rights under this Preferred Securities Guarantee, without first instituting a legal proceeding against the Issuer, the Preferred Guarantee Trustee or any other Person or entity.

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     (c) A Holder may also directly institute a legal proceeding against the Guarantor to enforce such Holder’s right to receive payment under this Preferred Securities Guarantee without first (i) directing the Preferred Guarantee Trustee to enforce the terms of this Preferred Securities Guarantee or (ii) instituting a legal proceeding directly against the Issuer or any other Person or entity.
     SECTION 5.5 Guarantee of Payment .
     This Preferred Securities Guarantee creates a guarantee of payment and not of collection (i.e., a Covered Person may institute a legal proceeding directly against the Guarantor to enforce its rights under this Preferred Securities Guarantee without first instituting a legal proceeding against any other Person or entity). This Preferred Securities Guarantee will not be discharged except by payment of the Guarantee Payments in full to the extent not previously paid or upon Distribution to the Holders of the corresponding series of Debentures as provided in the Declaration.
     SECTION 5.6 Subrogation .
     The Guarantor shall be subrogated to all (if any) rights of the Holders against the Issuer in respect of any amounts paid to such Holders by the Guarantor under this Preferred Securities Guarantee; provided, however, that the Guarantor shall not (except to the extent required by mandatory provisions of law) be entitled to enforce or exercise any right that it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Preferred Securities Guarantee, if, at the time of any such payment, any amounts are due and unpaid under this Preferred Securities Guarantee. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.
     SECTION 5.7 Independent Obligations .
     The Guarantor acknowledges that its obligations hereunder are independent of the obligations of the Issuer with respect to the Preferred Securities, and that the Guarantor shall be liable as principal and as debtor hereunder to make Guarantee Payments pursuant to the terms of this Preferred Securities Guarantee notwithstanding the occurrence of any event referred to in subsections (a) through (g), inclusive, of Section 5.3 hereof.
ARTICLE VI

LIMITATION OF TRANSACTIONS; SUBORDINATION
     SECTION 6.1 Limitation of Transactions .
     So long as any Preferred Securities remain outstanding, if there shall have occurred any event that would constitute an Event of Default hereunder or an Event of Default under the Declaration, then (a) the Guarantor shall not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock or make any guarantee payment with respect thereto (other than (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor

13


 

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][equal to the Guarantor’s other senior and unsecured obligations].
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.

14


 

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 Preferred Securities Guarantee and in a manner such Indemnified Person reasonably believed to be within the scope of authority conferred on such Indemnified Person by this Preferred Securities Guarantee, except that no Indemnified Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Person by reason of such Indemnified Person’s negligence or willful misconduct with respect to such acts or omissions.
     (b) To the fullest extent permitted by applicable law, reasonable expenses (including legal fees) incurred by an Indemnified Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Guarantor prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Guarantor of an undertaking by or on behalf of the Indemnified Person to repay such amount if it shall be determined that the Indemnified Person is not entitled to be indemnified as authorized in Section 8.2(a).
     (c) The obligation to indemnify as set forth in this Section 8.2 shall survive the termination of this Preferred Securities Guarantee.

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     (d) The Guarantor agrees to pay to the Preferred Guarantee Trustee compensation for its services as shall be mutually agreed upon by the Guarantor and the Preferred Guarantee Trustee. The Guarantor shall reimburse the Preferred Guarantee Trustee upon request for all reasonable out-of-pocket expenses incurred by it, including the reasonable compensation and expenses of the Preferred Guarantee Trustee’s agents and counsel, except any expense as may be attributable to the negligence of the Preferred Guarantee Trustee.
ARTICLE IX
MISCELLANEOUS
     SECTION 9.1 Successors and Assigns .
     All guarantees and agreements contained in this Preferred Securities Guarantee shall bind the successors, assigns, receivers, trustees and representatives of the Guarantor and shall inure to the benefit of the Holders of the Preferred Securities then outstanding.
     SECTION 9.2 Amendments .
     Except with respect to any changes that do not adversely affect the rights of Holders (in which case no consent of Holders will be required), this Preferred Securities Guarantee may be amended only with the prior approval of the Holders of not less than a majority in aggregate liquidation amount (including the stated amount that would be paid on redemption, liquidation or otherwise, plus accrued and unpaid Distributions to the date upon which the voting percentages are determined) of all the outstanding Preferred Securities. The provisions of Section 12.2 of the Declaration with respect to meetings of Holders apply to the giving of such approval. This Preferred Securities Guarantee may not be amended, and no amendment hereof that affects the Preferred Guarantee Trustee’s rights, duties or immunities hereunder or otherwise shall be effective, unless such amendment is executed by the Preferred Guarantee Trustee (which shall have no obligation to execute any such amendment, but may do so in its sole discretion).
     SECTION 9.3 Notices .
     All notices provided for in this Preferred Securities Guarantee shall be in writing, duly signed by the party giving such notice, and shall be delivered, telecopied or mailed by registered or certified mail, as follows:
     (a) If given to the Preferred Guarantee Trustee, at the Preferred Guarantee Trustee’s mailing address set forth below (or such other address as the Preferred Guarantee Trustee may give notice of to the Holders): The Bank of New York Mellon Trust Company, N.A., ZZZ Berkeley Street, 2nd Floor, Boston, Massachusetts, 02116-3748.
     (b) If given to the Guarantor, at the Guarantor’s mailing address set forth below (or such other address as the Guarantor may give notice of to the Holders) The Travelers Companies, Inc., 385 Washington Street, St. Paul, Minnesota 55102, Attention: Matthew S. Furman, with a copy to the attention of the Treasurer at such address.

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     (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.

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     THIS PREFERRED SECURITIES GUARANTEE is executed as of the day and year first above written.
         
  THE TRAVELERS COMPANIES, INC.,
as Guarantor
 
 
  By:      
    Name:   Matthew S. Furman   
    Title:   Senior Vice President   
 
  THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Preferred Guarantee Trustee
 
 
  By:      
    Name:      
    Title:   Authorized Officer   
 

18

Exhibit 4.32
 
COMMON SECURITIES GUARANTEE AGREEMENT
TRAVELERS CAPITAL TRUST [II] [III] [IV] [V]
DATED AS OF                      , 200_
 


 

Table of Contents
         
    Page  
ARTICLE I
DEFINITIONS AND INTERPRETATION
 
       
SECTION 1.1 Definitions and Interpretation
    1  
SECTION 1.2 Interpretation
    3  
 
       
ARTICLE II
GUARANTEE
 
       
SECTION 2.1 Guarantee
    3  
SECTION 2.2 Waiver of Notice and Demand
    3  
SECTION 2.3 Obligations Not Affected
    4  
SECTION 2.4 Rights of Holders
    5  
SECTION 2.5 Guarantee of Payment
    5  
SECTION 2.6 Subrogation
    5  
SECTION 2.7 Independent Obligations
    5  
 
       
ARTICLE III
LIMITATION OF TRANSACTIONS; SUBORDINATION
 
       
SECTION 3.1 Limitation of Transactions
    5  
SECTION 3.2 Ranking
    6  
 
       
ARTICLE IV
TERMINATION
 
       
SECTION 4.1 Termination
    6  
 
       
ARTICLE V
MISCELLANEOUS
 
       
SECTION 5.1 Successors and Assigns
    7  
SECTION 5.2 Amendments
    7  
SECTION 5.3 Notices
    7  
SECTION 5.4 Benefit
    8  
SECTION 5.5 Governing Law
    8  

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COMMON SECURITIES GUARANTEE AGREEMENT
     This GUARANTEE AGREEMENT (the “Common Securities Guarantee”), dated as of [                      , 200 ], is executed and delivered by The Travelers Companies, Inc., a Minnesota corporation (the “Guarantor”), for the benefit of the Holders (as defined herein) from time to time of the Common Securities (as defined herein) of Travelers Capital Trust [II] [III] [IV] [V], a Delaware statutory trust (the “Issuer”).
     WHEREAS, pursuant to a Second 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.
     “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.
     “Debentures” mean the series of [senior debt securities of the Guarantor designated the [ ]% Senior Notes due [ ]][subordinated debt securities of the Guarantor designated the[ ]% Subordinated Debentures due [ ]][junior subordinated debt securities of the Guarantor designated the [ ]% Junior 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

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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.
     “Indenture” has the meaning specified in the Declaration.
     “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.
     “Preferred Securities” mean the securities representing preferred undivided beneficial interests in the assets of the Issuer.
     “Regular Trustee” has the meaning specified in the Declaration.
     SECTION 1.2 Interpretation .
     Each definition in this Guarantee Agreement includes the singular and the plural, and references to the neuter gender include the masculine and feminine where appropriate. Terms which relate to accounting matters shall be interpreted in accordance with generally accepted accounting principles in effect from time to time. All references to “the Guarantee Agreement” are to this Guarantee Agreement as modified, supplemented or amended from time to time. References to any statute mean such statute as amended at the time and include any successor legislation. The word “or” is not exclusive, and the words “herein,” “hereof’ and “hereunder” refer to this Guarantee Agreement as a whole. The headings to the Articles and Sections are for convenience of reference and shall not affect the meaning or interpretation of this Guarantee Agreement. References to Articles and Sections mean the Articles and Sections of this Guarantee Agreement unless otherwise specified.
ARTICLE II
GUARANTEE
     SECTION 2.1 Guarantee .
     The Guarantor irrevocably and unconditionally agrees to pay in full to the Holders the Guarantee Payments, as and when due, regardless of any defense, right of set-off or counterclaim which the Issuer may have or assert. The Guarantor’s obligation to make a Guarantee Payment may be satisfied by direct payment of the required amounts by the Guarantor to the Holders or by causing the Issuer to pay such amounts to the Holders.
     SECTION 2.2 Waiver of Notice and Demand .

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     The Guarantor hereby waives notice of acceptance of this Common Securities Guarantee and of any liability to which it applies or may apply, presentment, demand for payment, any right to require a proceeding first against the Issuer or any other Person before proceeding against the Guarantor, protest, notice of nonpayment, notice of dishonor, notice of redemption and all other notices and demands.
     SECTION 2.3 Obligations Not Affected
     The obligations, covenants, agreements and duties of the Guarantor under this Common Securities Guarantee shall in no way be affected or impaired by reason of the happening from time to time of any of the following:
     (a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Issuer of any express or implied agreement, covenant, term or condition relating to the Common Securities to be performed or observed by the Issuer;
     (b) the extension of time for the payment by the Issuer of all or any portion of the Distributions, Redemption Price, Liquidation Distribution or any other sums payable under the terms of the Common Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Common Securities (other than an extension of time for payment of Distributions, Redemption Price, Liquidation Distribution or other sum payable that results from the extension of any interest payment period on the Debentures as permitted by the Indenture);
     (c) any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Common Securities, or any action on the part of the Issuer granting indulgence or extension of any kind;
     (d) the voluntary or involuntary liquidation, dissolution, sale of any collateral, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the Issuer or any of the assets of the Issuer;
     (e) any invalidity of, or defect or deficiency in, the Common Securities;
     (f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or
     (g) any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantor, it being the intent of this Section 2.3 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances.

4


 

     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

5


 

employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, (ii) as a result of a reclassification of the Guarantor’s capital stock, or the exchange or conversion of any class or series of the Guarantor’s capital stock for any other class or series of the Guarantor’s capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, or (iv) distributions of rights under any shareholders rights plan adopted by the Guarantor) or make any guarantee payment with respect thereto and (b) the Guarantor shall not make any payment of interest on, or principal of (or premium, if any, on), or repay, repurchase or redeem, any debt securities issued by the Guarantor which rank pari passu with or junior to the Debentures and the Guarantor shall not make any guarantee payments with respect thereto (other than pursuant to the Preferred Securities 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.

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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 (as defined in the Declaration) apply to the giving of such approval.
     SECTION 5.3 Notices .
     All notices provided for in this Common Securities Guarantee shall be in writing, duly signed by the party giving such notice, and shall be delivered, telecopied or mailed by registered or certified mail, as follows:
     (a) if given to the Issuer, in care of the Regular Trustee at the Issuer’s mailing address set forth below (or such other address as the Issuer may give notice of to the Holders of the Common Securities):
Travelers Capital Trust [II] [III] [IV] [V]
c/o The Travelers Companies, Inc.
385 Washington Street
St. Paul, Minnesota 55102
Attention: Matthew S. Furman
     (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 Travelers Companies, Inc.
385 Washington Street
St. Paul, Minnesota 55102
Attention: Matthew S. Furman
     (c) if given to any Holder of the Common Securities, at the address set forth on the books and records of the Issuer.

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     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.

8


 

     IN WITNESS WHEREOF, the parties hereto have caused this Common Securities Guarantee Agreement to be duly executed as of the date hereof.
         
  THE TRAVELERS COMPANIES, INC.,
as Guarantor
 
 
  By:      
    Name:   Matthew S. Furman   
    Title:   Senior Vice President   
 
  TRAVELERS CAPITAL TRUST [II]
[III] [IV] [V],
as Issuer
 
 
  By:      
    Name:   Matthew S. Furman   
    Title:   Regular Trustee   
 

9

Exhibit 5.1
[Letterhead of The Travelers Companies, Inc.]
December 15, 2008
The Travelers Companies, Inc.
385 Washington Street
Saint Paul, Minnesota 55102
Ladies and Gentlemen:
     I am Vice President, Associate General Counsel and Deputy Corporate Secretary of The Travelers Companies, Inc., a Minnesota corporation (the “Company”). I have acted in such capacity in connection with the Registration Statement on Form S-3 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to (i) shares of common stock of the Company, without par value (the “Common Stock”); (ii) warrants to purchase Common Stock (the “Common Stock Warrants”); (iii) shares of preferred stock of the Company (the “Preferred Stock”); (iv) warrants to purchase Preferred Stock (the “Preferred Stock Warrants”); (v) debt securities of the Company, which may be either senior (the “Senior Debt Securities”), subordinated (the “Subordinated Debt Securities”) or junior subordinated (the “Junior Subordinated Debt Securities” and, together with the Senior Debt Securities and the Subordinated Debt Securities, the “Debt Securities”); (vi) warrants to purchase Debt Securities (the “Debt Security Warrants”); (vii) contracts for the purchase and sale of Common Stock or Preferred Stock (the “Purchase Contracts”); (viii) depositary shares evidenced by depositary receipts representing a fraction or a multiple of a share of Preferred Stock (the “Depositary Shares”); (ix) guarantees of the Company (the “Guarantees”) to be issued in connection with the issuance of the preferred securities (the “Preferred Securities”) by Travelers Capital Trust II, Travelers Capital Trust III, Travelers Capital Trust IV or Travelers Capital Trust V (collectively, the “Trusts”); (x) units of the Company, consisting of two or more of the securities described under clauses (i) through (viii) in any combination (the “Units”); and (xi) Common Stock, Preferred Stock and Debt Securities that may be issued upon exercise of Securities Warrants (as defined below) or Purchase Contracts, whichever is applicable. The Common Stock, the Preferred Stock, the Debt Securities, the Purchase Contracts, the Depositary Shares, the Guarantees, the Securities Warrants and the Units are hereinafter referred to collectively as the “Securities.” The Securities may be issued and sold or delivered from time to time as set forth in the Registration Statement, any amendment thereto, the prospectus contained therein (the “Prospectus”) and supplements to the Prospectus and pursuant to Rule 415 under the Securities Act in an indeterminate amount.
     I have examined the Registration Statement and a form of the share certificate representing the Common Stock, which has been filed with the Commission as an exhibit to the Registration Statement. I also have examined the originals, or duplicates or certified or

 


 

 2
conformed copies, of such corporate records, agreements, documents and other instruments and have made such other investigations as I have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, I have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company.
     In rendering the opinions set forth below, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents.
     Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, I am of the opinion that:
     1. With respect to the Common Stock, assuming (a) the taking by the Board of Directors of the Company and/or a committee thereof and/or authorized officers of the Company as part of the corporate action taken (the “Corporate Proceedings”) as necessary to authorize and approve the issuance of the Common Stock and (b) due issuance and delivery of the Common Stock, upon payment therefor in accordance with the applicable definitive purchase, underwriting or similar agreement approved by the Corporate Proceedings, the Common Stock will be validly issued, fully paid and nonassessable.
     2. With respect to the Preferred Stock, assuming (a) the taking by the Company of all necessary Corporate Proceedings to authorize and approve the issuance of the Preferred Stock, (b) due filing of the Statement of Designation and (c) due issuance and delivery of the Preferred Stock, upon payment therefor in accordance with the applicable definitive purchase, underwriting or similar agreement approved by the Corporate Proceedings, the Preferred Stock will be validly issued, fully paid and nonassessable.
     I do not express any opinion herein concerning any laws of any jurisdiction other than the law of the State of Minnesota.
     I hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the references to me under the caption “Validity of Securities” in the Prospectus included in the Registration Statement without implying or admitting that I am an “expert” within the meaning of the Securities Act, or other rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement, including this exhibit.
         
  Very truly yours,


/s/ Wendy C. Skjerven
Vice President, Associate General Counsel and Deputy Corporate Secretary
 
 
     
     
     
 

 

Exhibit 5.2
December 15, 2008
Travelers Capital Trust II
Travelers Capital Trust III
Travelers Capital Trust IV
Travelers Capital Trust V
c/o The Travelers Companies, Inc.
385 Washington Street
St. Paul, Minnesota 55102
     Re:   Travelers Capital Trust II, Travelers Capital Trust III,
Travelers Capital Trust IV and Travelers Capital Trust V
Ladies and Gentlemen:
     We have acted as special Delaware counsel for The Travelers Companies, Inc., a Minnesota corporation (the “Company”), and each of Travelers Capital Trust II, a Delaware statutory trust (“Trust II”), Travelers Capital Trust III, a Delaware statutory trust (“Trust III”), Travelers Capital Trust IV, a Delaware statutory trust (“Trust IV”), and Travelers Capital Trust V, a Delaware statutory trust (“Trust V,” and together with Trust II, Trust III and Trust IV, the “Trusts”) 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 Trust II, 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, as amended by the Certificate of Amendment to Certificate of Trust, dated June 28, 2004, as filed with the office of the Secretary of State on June 28, 2004, as amended by the Certificate of Amendment to Certificate of Trust, dated as of February 27, 2007, as filed with the office of the Secretary of State on February 27, 2007 (as amended, the “Trust II Certificate of Trust”);
     (b) The Declaration of Trust of Trust II, dated as of November 14, 2001, between the Company, as Sponsor, and the trustees of Trust II named therein, as amended by the Amendment No. 1 to the Declaration of Trust, dated as of June 28, 2004, between the Company, as Sponsor, and the trustees of Trust II named therein, as amended and restated by the Amended and Restated Declaration of Trust, dated as of December 10, 2008, between the Company, as Sponsor and the trustees of Trust II named therein;

 


 

Travelers Capital Trust II
Travelers Capital Trust III
Travelers Capital Trust IV
Travelers Capital Trust V
December 15, 2008
Page 2
     (c) The Certificate of Trust of Trust III, dated June 28, 2004, as filed with the office of the Secretary of State on June 28, 2004, as amended by the Certificate of Amendment to Certificate of Trust, dated as of February 27, 2007, as filed with the office of the Secretary of State on February 27, 2007 (as amended, the “Trust III Certificate of Trust”);
     (d) The Declaration of Trust of Trust III, dated as of June 28, 2004, between the Company, as Sponsor, and the trustees of Trust III named therein, as amended and restated by the Amended and Restated Declaration of Trust, dated as of December 10, 2008, between the Company, as Sponsor and the trustees of Trust III named therein;
     (e) The Certificate of Trust of Trust IV, dated June 28, 2004, as filed with the office of the Secretary of State on June 28, 2004 , as amended by the Certificate of Amendment to Certificate of Trust, dated as of February 27, 2007, as filed with the office of the Secretary of State on February 27, 2007 (as amended, the “Trust IV Certificate of Trust”);
     (f) The Declaration of Trust of Trust IV, dated as of June 28, 2004, between the Company, as Sponsor, and the trustees of Trust IV named therein, as amended and restated by the Amended and Restated Declaration of Trust, dated as of December 10, 2008, between the Company, as Sponsor and the trustees of Trust IV named therein;
     (g) The Certificate of Trust of Trust V, dated June 28, 2004, as filed with the office of the Secretary of State, as amended by the Certificate of Amendment to Certificate of Trust, dated as of February 27, 2007, as filed with the office of the Secretary of State on February 27, 2007 (as amended, the “Trust V Certificate of Trust”, and together with the Trust II Certificate of Trust, the Trust III Certificate of Trust and the Trust IV Certificate of Trust, the “Certificates of Trust”);
     (h) The Declaration of Trust of Trust V, dated as of June 28, 2004, between the Company, as Sponsor, and the trustees of Trust V named therein, as amended and restated by the Amended and Restated Declaration of Trust, dated as of December 10, 2008, between the Company, as Sponsor and the trustees of Trust V named therein;
     (i) The Registration Statement (the “Registration Statement”) on Form S-3, including a prospectus (the “Prospectus”), relating to the Preferred Securities of the Trusts representing preferred undivided beneficial interests in the assets of the Trusts (each, a “Preferred Security” and collectively, the “Preferred Securities”), to be filed by the Company and the Trusts with the Securities and Exchange Commission (the “SEC”) on or about December 15, 2008;
     (j) A form of Second Amended and Restated Declaration of Trust for each of the Trusts, to be entered into between the Company, the trustees of the applicable Trust named

 


 

Travelers Capital Trust II
Travelers Capital Trust III
Travelers Capital Trust IV
Travelers Capital Trust V
December 15, 2008
Page 3
therein, and the holders, from time to time, of undivided beneficial interests in the assets of such Trust (including Annex I and Exhibits A-1 and A-2 thereto) (collectively, the “Trust Agreements”), attached as an exhibit to the Registration Statement; and
     (k) A Certificate of Good Standing for each Trust, dated December 12, 2008, obtained from the Secretary of State.
     Initially capitalized terms used herein and not otherwise defined are used as defined in the Trust Agreements.
     For purposes of this opinion, we have not reviewed any documents other than the documents listed in paragraphs (a) through (k) above. In particular, we have not reviewed any document (other than the documents listed in paragraphs (a) through (k) 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 each of the Trust Agreements and the Certificates 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 a 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 applicable 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 Agreements and the Registration Statement. We have not participated in the preparation of the Registration Statement and assume no responsibility for its contents.

 


 

Travelers Capital Trust II
Travelers Capital Trust III
Travelers Capital Trust IV
Travelers Capital Trust V
December 15, 2008
Page 4
     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.
     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. Each of the Trusts has been duly created and is validly existing in good standing as a statutory trust under the Delaware Statutory Trust Act.
     2. The Preferred Securities of each Trust 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 applicable Trust.
     3. The Preferred Security Holders, as beneficial owners of the applicable 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 applicable 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.
Very truly yours,
/s/ Richards, Layton & Finger PA
CDK

 

Exhibit 5.3
December 15, 2008
The Travelers Companies, Inc.
385 Washington Street
Saint Paul, Minnesota 55102
Ladies and Gentlemen:
     We have acted as counsel to The Travelers Companies, Inc., a Minnesota corporation (the “Company”), in connection with the Registration Statement on Form S-3 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to (i) shares of common stock of the Company, without par value (the “Common Stock”); (ii) warrants to purchase Common Stock (the “Common Stock Warrants”); (iii) shares of preferred stock of the Company (the “Preferred Stock”); (iv) warrants to purchase Preferred Stock (the “Preferred Stock Warrants”); (v) debt securities of the Company, which may be senior (“Senior Debt Securities”), subordinated (the “Subordinated Debt Securities”) or junior subordinated (the “Junior Subordinated Debt Securities” and together with the Senior Debt Securities and Subordinated Debt Securities, the “Debt Securities”); (vi) warrants to purchase Debt Securities (the “Debt Security Warrants”); (vii) contracts for the purchase and sale of Common Stock or Preferred Stock (the “Purchase Contracts”); (viii) depositary shares evidenced by depositary receipts representing a fraction or a multiple of a share of Preferred Stock (the “Depositary Shares”); (ix) guarantees of the Company (the “Guarantees”) to be issued in connection with the issuance of the preferred securities (the “Preferred Securities”) by Travelers Capital Trust II, Travelers Capital Trust III, Travelers Capital Trust IV and Travelers Capital Trust V (collectively, the “Trusts”); (x) units of the Company consisting of two or more of the

 


 

securities described under clauses (i) through (viii) in any combination (the “Units”); and (xi) Common Stock, Preferred Stock and Debt Securities that may be issued upon exercise of Securities Warrants (as defined below) or Purchase Contracts, whichever is applicable. The Common Stock, the Preferred Stock, the Debt Securities, the Securities Warrants, the Purchase Contracts, the Depositary Shares, the Guarantees and the Units are hereinafter referred to collectively as the “Securities.” The Securities may be issued and sold or delivered from time to time as set forth in the Registration Statement, any amendment thereto, the prospectus contained therein (the “Prospectus”) and supplements to the Prospectus and pursuant to Rule 415 under the Securities Act in an indeterminate amount.
     The Senior Debt Securities will be issued under an indenture (the “Senior Indenture”), dated as of March 12, 2002, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Senior Trustee”). The Subordinated Debt Securities will be issued under an indenture (the “Subordinated Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Subordinated Trustee”). The Junior Subordinated Debt Securities will be issued under an indenture (the “Junior Subordinated Indenture”), dated as of March 12, 2007, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Junior Subordinated Trustee”). The Senior Indenture, the Subordinated Indenture and the Junior Subordinated Indenture are hereinafter referred to collectively as the “Indentures.”
     The Common Stock Warrants, the Preferred Stock Warrants and the Debt Security Warrants are hereinafter referred to collectively as the “Securities Warrants.” The Common Stock Warrants will be issued under a common stock warrant agreement (the “Common Stock Warrant Agreement”) between the Company and a common stock warrant agent as shall be

 


 

named therein. The Preferred Stock Warrants will be issued under a preferred stock warrant agreement (the “Preferred Stock Warrant Agreement”) between the Company and a preferred stock warrant agent as shall be named therein. The Security Warrants to purchase Senior Debt Securities will be issued under a senior debt security warrant agreement (the “Senior Debt Security Warrant Agreement”) among the Company, a senior debt security warrant agent as shall be named therein and the Senior Trustee. The Security Warrants to purchase Subordinated Debt Securities will be issued under a subordinated debt security warrant agreement (the “Subordinated Debt Security Warrant Agreement”) among the Company, a subordinated debt security warrant agent as shall be named therein and the Subordinated Trustee. The Security Warrants to purchase Junior Subordinated Debt Securities will be issued under a junior subordinated debt security warrant agreement (the “Junior Subordinated Debt Security Warrant Agreement”) among the Company, a junior subordinated debt security warrant agent as shall be named therein and the Junior Subordinated Trustee. The Common Stock Warrant Agreement, the Preferred Stock Warrant Agreement, the Senior Debt Security Warrant Agreement, the Subordinated Debt Security Warrant Agreement and the Junior Subordinated Debt Security Warrant Agreement are hereinafter referred to collectively as the “Warrant Agreements.” Each party to a Warrant Agreement other than the Company is referred to hereinafter as a “Counterparty.”
     The Purchase Contracts will be issued pursuant to a purchase contract agreement (the “Purchase Contract Agreement”) between the Company and a purchase contract agent as shall be named therein (the “Purchase Contract Agent”).

 


 

     The Depositary Shares will be issued pursuant to a deposit agreement (the “Deposit Agreement”) between the Company and a depositary as shall be named therein (the “Depositary”).
     Each Guarantee will be made pursuant to a preferred securities guarantee agreement (the “Preferred Securities Guarantee”) between the Company and The Bank of New York Mellon Trust Company, N.A., as the preferred guarantee trustee (the “Preferred Guarantee Trustee”).
     The Units will be issued pursuant to a unit agreement (the “Unit Agreement”) between the Company and a unit agent as shall be named therein (the “Unit Agent”).
     We have examined the Registration Statement, the Senior Indenture, the form of Subordinated Indenture, the Junior Subordinated Indenture and the form of Preferred Securities Guarantee, which have been filed with the Commission as exhibits to the Registration Statement. We also have examined the originals, or duplicates or certified or conformed copies, of such corporate and other records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company.
     In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents. We also have assumed that: (1) the Senior Indenture is the valid and legally binding obligation

 


 

of the Senior Trustee; (2) at the time of execution, authentication, issuance and delivery of the Subordinated Debt Securities, the Subordinated Indenture will be the valid and legally binding obligation of the Subordinated Trustee; (3) the Junior Subordinated Indenture is the valid and legally binding obligation of the Junior Subordinated Trustee; (4) at the time of execution, countersignature, issuance and delivery of any Securities Warrants, the related Warrant Agreement will be the valid and legally binding obligation of each Counterparty thereto; (5) at the time of execution, issuance and delivery of the Purchase Contracts, the Purchase Contract Agreement will be the valid and legally binding obligation of the Purchase Contract Agent; (6) at the time of execution, issuance and delivery of the Depositary Shares, the Deposit Agreement will be the valid and legally binding obligation of the Depositary; (7) at the time of execution, issuance and delivery of the Guarantees, the Preferred Securities Guarantee will be the valid and legally binding obligation of the Preferred Guarantee Trustee; and (8) at the time of execution, issuance and delivery of the Units, the Unit Agreement will be the valid and legally binding obligation of the Unit Agent.
     We have assumed further that (1) the Company has duly authorized, executed and delivered the Senior Indenture and the Junior Subordinated Indenture in accordance with the law of the State of Minnesota and, at such time, the Company was validly existing and in good standing under the law of the State of Minnesota, (2) at the time of execution, authentication, issuance and delivery of the Senior Debt Securities and the Junior Subordinated Debt Securities, the Company will be validly existing and in good standing under the law of the State of Minnesota and (3) the execution, delivery and performance by the Company of the Senior Indenture, the Senior Debt Securities, the Junior Subordinated Indenture and the Junior Subordinated Debt Securities do not and will not violate the law of the State of Minnesota or any

 


 

other applicable laws (excepting the law of the State of New York and the federal laws of the United States) and do not constitute a breach or violation of any agreement or instrument which is binding upon the Company.
     We have assumed further that (1) at the time of execution, authentication, issuance and delivery of the Subordinated Indenture and the Subordinated Debt Securities, the Subordinated Indenture will have been duly authorized, executed and delivered by the Company in accordance with the law of the State of Minnesota, (2) at such time, the Company will be validly existing and in good standing under the law of the State of Minnesota and (3) the execution, delivery and performance by the Company of the Subordinated Indenture and the Subordinated Debt Securities will not violate the law of the State of Minnesota or any other applicable laws (excepting the law of the State of New York and the federal laws of the United States) and will not constitute a breach or violation of any agreement or instrument which is binding upon the Company.
     We have assumed further that (1) at the time of execution, countersignature, issuance and delivery of any Securities Warrants, the related Warrant Agreement will have been duly authorized, executed and delivered by the Company and, at such time, the Company will be validly existing and in good standing under the law of the State of Minnesota and (2) the execution, delivery and performance by the Company of such Warrant Agreement and such Securities Warrants will not violate the law of the State of Minnesota or any other applicable laws (excepting the law of the State of New York and the federal laws of the United States) and will not constitute a breach or violation of any agreement or instrument which is binding upon the Company.

 


 

     We have assumed further that (1) at the time of execution, issuance and delivery of the Purchase Contracts, the Purchase Contract Agreement will have been duly authorized, executed and delivered by the Company and, at such time, the Company will be validly existing and in good standing under the law of the State of Minnesota and (2) the execution, delivery and performance by the Company of the Purchase Contract Agreement and the Purchase Contracts will not violate the law of the State of Minnesota or any other applicable laws (excepting the law of the State of New York and the federal laws of the United States) and will not constitute a breach or violation of any agreement or instrument which is binding upon the Company.
     We have assumed further that (1) at the time of execution, issuance and delivery of the Depositary Shares, the related Deposit Agreement will have been duly authorized, executed and delivered by the Company and, at such time, the Company will be validly existing and in good standing under the law of the State of Minnesota and (2) the execution, delivery and performance by the Company of the Deposit Agreement and the Depositary Shares will not violate the law of the State of Minnesota or any other applicable laws (excepting the law of the State of New York and the federal laws of the United States) and will not constitute a breach or violation of any agreement or instrument which is binding upon the Company.
     We have assumed further that (1) at the time of execution, issuance and delivery of the Guarantees, the Preferred Securities Guarantee will have been duly authorized, executed and delivered by the Company and, at such time, the Company will be validly existing and in good standing under the law of the State of Minnesota and (2) the execution, delivery and performance by the Company of the Preferred Securities Guarantee and the Guarantees will not violate the law of the State of Minnesota or any other applicable laws (excepting the law of the State of New

 


 

York and the federal laws of the United States) and will not constitute a breach or violation of any agreement or instrument which is binding upon the Company.
     We have assumed further that (1) at the time of execution, issuance and delivery of the Units, the related Unit Agreement will have been duly authorized, executed and delivered by the Company and, at such time, the Company will be validly existing and in good standing under the law of the State of Minnesota and (2) the execution, delivery and performance by the Company of the Unit Agreement and the Units will not violate the law of the State of Minnesota or any other applicable laws (excepting the law of the State of New York and the federal laws of the United States) and will not constitute a breach or violation of any agreement or instrument which is binding upon the Company.
     Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:
     1. With respect to the Debt Securities, assuming (a) the taking of all necessary corporate action to authorize and approve the issuance and terms of any Debt Securities, the terms of the offering thereof and related matters by the Board of Directors of the Company, a duly constituted and acting committee of such Board or duly authorized officers of the Company (such Board of Directors, committee or authorized officers being referred to herein as the “Board”) and (b) the due execution, authentication, issuance and delivery of such Debt Securities, upon payment of the consideration therefor provided for in the applicable definitive purchase, underwriting or similar agreement approved by the Board and otherwise in accordance with the provisions of the applicable Indenture and such agreement, such Debt Securities will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms.
     2. With respect to the Securities Warrants, assuming (a) the taking of all necessary corporate action by the Board to authorize and approve the execution and delivery of a related Warrant Agreement and (b) the due execution, countersignature, issuance and delivery of such Securities Warrants, upon payment of the consideration for such Securities Warrants provided for in the applicable definitive purchase, underwriting or similar agreement approved by the Board and otherwise in accordance with the provisions of the applicable Warrant Agreement and such agreement, such Securities Warrants will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms.

 


 

     3. With respect to the Purchase Contracts, assuming (a) the taking of all necessary corporate action by the Board to authorize and approve the execution and delivery of the Purchase Contract Agreement and (b) the due execution, issuance and delivery of the Purchase Contracts, upon payment of the consideration for such Purchase Contracts provided for in the applicable definitive purchase, underwriting or similar agreement approved by the Board and otherwise in accordance with the provisions of the applicable Purchase Contract Agreement and such agreement, the Purchase Contracts will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms.
     4. With respect to the Depositary Shares, assuming (a) the taking of all necessary corporate action to authorize and approve the issuance and terms of any Depositary Shares, the terms of the offering thereof and related matters by the Board, (b) the due issuance and delivery of the Preferred Stock to the Depositary under the Deposit Agreement and such Preferred Stock is validly issued, fully paid and nonassessable and (c) the due execution, issuance and delivery of the depositary receipts evidencing the Depositary Shares against deposit of the Preferred Stock in accordance with the Deposit Agreement, upon payment of the consideration therefor provided for in the applicable definitive purchase, underwriting or similar agreement approved by the Board and otherwise in accordance with the provisions of the applicable Deposit Agreement and such agreement, 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.
     5. With respect to the Guarantees, assuming (a) the taking of all necessary corporate action to authorize and approve the issuance and terms of any Guarantees, the terms of the offering thereof and related matters by the Board, (b) the Preferred Securities of the Trusts are validly issued, fully paid and nonassessable, (c) the due execution, authentication, issuance and delivery of the Preferred Securities issued by the Trusts, upon payment of the consideration therefor provided for in the applicable definitive purchase, underwriting or similar agreement approved by the Board and otherwise in accordance with the provisions of the applicable trust agreement and such agreement and (d) the due issuance of such Guarantees, such Guarantees will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms.
     6. With respect to the Units, assuming (a) the taking of all necessary corporate action to authorize and approve the issuance and terms of any Units, the terms of the offering thereof and related matters by the Board, (b) the Common Stock and Preferred Stock that are components of any Units are validly issued, fully paid and nonassessable, (c) the Debt Securities, Securities Warrants, Purchase Contracts and Guarantees that are components of any Units constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms and (d) the depositary receipts evidencing the Depositary Shares are validly issued and will entitle the holders thereof to the rights specified in the Depositary Shares and the Deposit Agreement, such Units will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms.

 


 

     Our opinions set forth in paragraphs 1, 2, 3, 5 and 6 above are subject to the effects of (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.
     We do not express any opinion herein concerning any law other than the law of the State of New York and the federal law of the United States.
     We hereby consent to the filing of this opinion letter as Exhibit 5.3 to the Registration Statement and to the use of our name under the caption “Validity of Securities” in the Prospectus included in the Registration Statement.
Very truly yours,
/s/ SIMPSON THACHER & BARTLETT LLP

 

Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
The Travelers Companies, Inc.:
We consent to the use of our reports dated February 21, 2008, with respect to the consolidated balance sheet of The Travelers Companies, Inc. as of December 31, 2007 and 2006, and the related consolidated statement of income, changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2007, all related financial statement schedules, and the effectiveness of internal control over financial reporting as of December 31, 2007, incorporated herein by reference and to the reference to our firm under the heading “Experts” in the prospectus.
/s/ KPMG LLP
Minneapolis, Minnesota
December 10, 2008

 

Exhibit 24
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that I, the undersigned, a director of the Travelers Companies, Inc., a Minnesota corporation (the “Company”), do hereby make, nominate and appoint Matthew S. Furman and Wendy C. Skjerven, 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 an undesignated amount of securities of the Company (the “Registration Statement”) to be filed with the Securities and Exchange Commission by the Company, Travelers Capital Trust II, Travelers Capital Trust III, Travelers Capital Trust IV and Travelers Capital Trust V and any and all amendments (including post-effective amendments) or supplements to the Registration Statement, and to file the same with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission and shall have the same force and effect as though I had manually signed such Registration Statement.
         
     
Date: November 5, 2008  Signature:   /s/ Alan L. Beller    
  Name:     Alan L. Beller   
       

 


 

         
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that I, the undersigned, a director of the Travelers Companies, Inc., a Minnesota corporation (the “Company”), do hereby make, nominate and appoint Matthew S. Furman and Wendy C. Skjerven, 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 an undesignated amount of securities of the Company (the “Registration Statement”) to be filed with the Securities and Exchange Commission by the Company, Travelers Capital Trust II, Travelers Capital Trust III, Travelers Capital Trust IV and Travelers Capital Trust V and any and all amendments (including post-effective amendments) or supplements to the Registration Statement, and to file the same with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission and shall have the same force and effect as though I had manually signed such Registration Statement.
         
     
Date: November 5, 2008  Signature:   /s/ Janet M. Dolan    
  Name:   Janet M. Dolan   
       

 


 

         
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that I, the undersigned, a director of the Travelers Companies, Inc., a Minnesota corporation (the “Company”), do hereby make, nominate and appoint Matthew S. Furman and Wendy C. Skjerven, 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 an undesignated amount of securities of the Company (the “Registration Statement”) to be filed with the Securities and Exchange Commission by the Company, Travelers Capital Trust II, Travelers Capital Trust III, Travelers Capital Trust IV and Travelers Capital Trust V and any and all amendments (including post-effective amendments) or supplements to the Registration Statement, and to file the same with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission and shall have the same force and effect as though I had manually signed such Registration Statement.
         
     
Date: November 5, 2008  Signature:   /s/ John H. Dasburg    
  Name:   John H. Dasburg   
       

 


 

         
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that I, the undersigned, a director of the Travelers Companies, Inc., a Minnesota corporation (the “Company”), do hereby make, nominate and appoint Matthew S. Furman and Wendy C. Skjerven, 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 an undesignated amount of securities of the Company (the “Registration Statement”) to be filed with the Securities and Exchange Commission by the Company, Travelers Capital Trust II, Travelers Capital Trust III, Travelers Capital Trust IV and Travelers Capital Trust V and any and all amendments (including post-effective amendments) or supplements to the Registration Statement, and to file the same with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission and shall have the same force and effect as though I had manually signed such Registration Statement.
         
     
Date: November 5, 2008  Signature:   /s/ Kenneth M. Duberstein    
  Name:   Kenneth M. Duberstein   
       

 


 

         
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that I, the undersigned, a director of the Travelers Companies, Inc., a Minnesota corporation (the “Company”), do hereby make, nominate and appoint Matthew S. Furman and Wendy C. Skjerven, 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 an undesignated amount of securities of the Company (the “Registration Statement”) to be filed with the Securities and Exchange Commission by the Company, Travelers Capital Trust II, Travelers Capital Trust III, Travelers Capital Trust IV and Travelers Capital Trust V and any and all amendments (including post-effective amendments) or supplements to the Registration Statement, and to file the same with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission and shall have the same force and effect as though I had manually signed such Registration Statement.
         
     
Date: November 5, 2008  Signature:   /s/ Jay S. Fishman    
  Name:   Jay S. Fishman   
       

 


 

         
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that I, the undersigned, a director of the Travelers Companies, Inc., a Minnesota corporation (the “Company”), do hereby make, nominate and appoint Matthew S. Furman and Wendy C. Skjerven, 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 an undesignated amount of securities of the Company (the “Registration Statement”) to be filed with the Securities and Exchange Commission by the Company, Travelers Capital Trust II, Travelers Capital Trust III, Travelers Capital Trust IV and Travelers Capital Trust V and any and all amendments (including post-effective amendments) or supplements to the Registration Statement, and to file the same with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission and shall have the same force and effect as though I had manually signed such Registration Statement.
         
     
Date: November 5, 2008  Signature:   /s/ Lawrence G. Graev    
  Name:   Lawrence G. Graev   
       

 


 

         
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that I, the undersigned, a director of the Travelers Companies, Inc., a Minnesota corporation (the “Company”), do hereby make, nominate and appoint Matthew S. Furman and Wendy C. Skjerven, 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 an undesignated amount of securities of the Company (the “Registration Statement”) to be filed with the Securities and Exchange Commission by the Company, Travelers Capital Trust II, Travelers Capital Trust III, Travelers Capital Trust IV and Travelers Capital Trust V and any and all amendments (including post-effective amendments) or supplements to the Registration Statement, and to file the same with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission and shall have the same force and effect as though I had manually signed such Registration Statement.
         
     
Date: November 5, 2008  Signature:   /s/ Patricia L. Higgins    
  Name:   Patricia L. Higgins   
       

 


 

         
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that I, the undersigned, a director of the Travelers Companies, Inc., a Minnesota corporation (the “Company”), do hereby make, nominate and appoint Matthew S. Furman and Wendy C. Skjerven, 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 an undesignated amount of securities of the Company (the “Registration Statement”) to be filed with the Securities and Exchange Commission by the Company, Travelers Capital Trust II, Travelers Capital Trust III, Travelers Capital Trust IV and Travelers Capital Trust V and any and all amendments (including post-effective amendments) or supplements to the Registration Statement, and to file the same with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission and shall have the same force and effect as though I had manually signed such Registration Statement.
         
     
Date: November 5, 2008  Signature:   /s/ Thomas R. Hodgson    
  Name:   Thomas R. Hodgson   
       

 


 

         
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that I, the undersigned, a director of the Travelers Companies, Inc., a Minnesota corporation (the “Company”), do hereby make, nominate and appoint Matthew S. Furman and Wendy C. Skjerven, 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 an undesignated amount of securities of the Company (the “Registration Statement”) to be filed with the Securities and Exchange Commission by the Company, Travelers Capital Trust II, Travelers Capital Trust III, Travelers Capital Trust IV and Travelers Capital Trust V and any and all amendments (including post-effective amendments) or supplements to the Registration Statement, and to file the same with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission and shall have the same force and effect as though I had manually signed such Registration Statement.
         
     
Date: November 5, 2008  Signature:   /s/ Cleve L. Killingsworth, Jr.    
  Name:   Cleve L. Killingsworth, Jr.   
       

 


 

         
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that I, the undersigned, a director of the Travelers Companies, Inc., a Minnesota corporation (the “Company”), do hereby make, nominate and appoint Matthew S. Furman and Wendy C. Skjerven, 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 an undesignated amount of securities of the Company (the “Registration Statement”) to be filed with the Securities and Exchange Commission by the Company, Travelers Capital Trust II, Travelers Capital Trust III, Travelers Capital Trust IV and Travelers Capital Trust V and any and all amendments (including post-effective amendments) or supplements to the Registration Statement, and to file the same with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission and shall have the same force and effect as though I had manually signed such Registration Statement.
         
     
Date: November 5, 2008  Signature:   /s/ Robert I. Lipp    
  Name:   Robert I. Lipp   
       

 


 

         
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that I, the undersigned, a director of the Travelers Companies, Inc., a Minnesota corporation (the “Company”), do hereby make, nominate and appoint Matthew S. Furman and Wendy C. Skjerven, 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 an undesignated amount of securities of the Company (the “Registration Statement”) to be filed with the Securities and Exchange Commission by the Company, Travelers Capital Trust II, Travelers Capital Trust III, Travelers Capital Trust IV and Travelers Capital Trust V and any and all amendments (including post-effective amendments) or supplements to the Registration Statement, and to file the same with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission and shall have the same force and effect as though I had manually signed such Registration Statement.
         
     
Date: November 5, 2008  Signature:   /s/ Blythe J. McGarvie    
  Name:   Blythe J. McGarvie   
       

 


 

         
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that I, the undersigned, a director of the Travelers Companies, Inc., a Minnesota corporation (the “Company”), do hereby make, nominate and appoint Matthew S. Furman and Wendy C. Skjerven, 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 an undesignated amount of securities of the Company (the “Registration Statement”) to be filed with the Securities and Exchange Commission by the Company, Travelers Capital Trust II, Travelers Capital Trust III, Travelers Capital Trust IV and Travelers Capital Trust V and any and all amendments (including post-effective amendments) or supplements to the Registration Statement, and to file the same with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission and shall have the same force and effect as though I had manually signed such Registration Statement.
         
     
Date: November 5, 2008  Signature:   /s/ Glen D. Nelson    
  Name:   Glen D. Nelson   
       

 


 

         
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that I, the undersigned, a director of the Travelers Companies, Inc., a Minnesota corporation (the “Company”), do hereby make, nominate and appoint Matthew S. Furman and Wendy C. Skjerven, 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 an undesignated amount of securities of the Company (the “Registration Statement”) to be filed with the Securities and Exchange Commission by the Company, Travelers Capital Trust II, Travelers Capital Trust III, Travelers Capital Trust IV and Travelers Capital Trust V and any and all amendments (including post-effective amendments) or supplements to the Registration Statement, and to file the same with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission and shall have the same force and effect as though I had manually signed such Registration Statement.
         
     
Date: November 5, 2008  Signature:   /s/ Laurie J. Thomsen    
  Name:   Laurie J. Thomsen   
       
 

 

Exhibit 25.1
 
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)  o
 
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
         
 
  95-3571558
(State of incorporation
  (I.R.S. employer
if not a U.S. national bank)
  identification no.)
 
       
700 South Flower Street
       
Suite 500
       
Los Angeles, California
    90017  
(Address of principal executive offices)
  (Zip code)
The Travelers Companies, Inc.
(Exact name of obligor as specified in its charter)
     
Minnesota
  41-0518860
(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 Obligor’s principal executive offices)
 
Senior Debt Securities
(Title of the indenture securities)
 

 


 

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.
     
Name   Address
Comptroller of the Currency    
United States Department of the Treasury   Washington, D.C. 20219
     
Federal Reserve Bank   San Francisco, California 94105
     
Federal Deposit Insurance Corporation   Washington, D.C. 20429
  (b)   Whether it is authorized to exercise corporate trust powers.
    Yes.
2.   Affiliations with Obligor.
 
    If the obligor is an affiliate of the trustee, describe each such affiliation.
 
    None.
16.   List of Exhibits.
 
    Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229. 10(d) .
  1.   A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).
 
  2.   A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).
 
  3.   A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).

- 2 -


 

  4.   A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-152875).
 
  6.   The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).
 
  7.   A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 3 -


 

SIGNATURE
     Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Boston, and State of Massachusetts, on the 3rd day of December, 2008.
             
    THE BANK OF NEW YORK MELLON    
    TRUST COMPANY, N.A.    
 
           
 
  By:
Name:
  /s/ CHI MA
 
CHI MA
   
 
  Title:   VICE PRESIDENT    

- 4 -


 

EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 700 South Flower Street, Suite 200, Los Angeles, CA 90017
     At the close of business September 30, 2008, published in accordance with Federal regulatory authority instructions.
Dollar Amounts in Thousands
         
ASSETS
       
 
Cash and balances due from depository institutions:
       
Noninterest-bearing balances and currency and coin
  $ 8,169  
Interest-bearing balances
    0  
Securities:
       
Held-to-maturity securities
    26  
Available-for-sale securities
    399,634  
Federal funds sold and securities purchased under agreements to resell:
       
Federal funds sold
    3,800  
Securities purchased under agreements to resell
    60,000  
Loans and lease financing receivables:
       
Loans and leases held for sale
    0  
Loans and leases, net of unearned income
    0  
LESS: Allowance for loan and lease losses
    0  
Loans and leases, net of unearned income and allowance
    0  
Trading assets
    0  
Premises and fixed assets (including capitalized leases)
    11,218  
Other real estate owned
    0  
Investments in unconsolidated subsidiaries and associated companies
    0  
Not applicable Intangible assets:
       
Goodwill
    876,153  
Other intangible assets
    279,623  
Other assets
    150,704  
 
     
Total assets
  $ 1,789,327  
 
     
 
       
LIABILITIES
       
 
       
Deposits:
       
In domestic offices
    1,047  
Noninterest-bearing
    1,047  
Interest-bearing
    0  
Not applicable
       
Federal funds purchased and securities sold under agreements to repurchase:
       
Federal funds purchased
    0  
Securities sold under agreements to repurchase
    0  
Trading liabilities
    0  
Other borrowed money:
       
(includes mortgage indebtedness and obligations under capitalized leases)
    268,691  

1


 

         
Not applicable
       
Not applicable
       
Subordinated notes and debentures
    0  
Other liabilities
    141,035  
Total liabilities
    410,773  
Minority interest in consolidated subsidiaries
    0  
 
       
EQUITY CAPITAL
       
 
       
Perpetual preferred stock and related surplus
    0  
Common stock
    1,000  
Surplus (exclude all surplus related to preferred stock)
    1,121,520  
Retained earnings
    253,204  
Accumulated other comprehensive income
    2,830  
Other equity capital components
    0  
Total equity capital
    1,378,554  
 
     
Total liabilities, minority interest, and equity capital
  $ 1,789,327  
 
     
          I, Karen Bayz, Vice President of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.
          Karen Bayz      )      Vice President
          We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date 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 instructions issued by the appropriate Federal regulatory authority and is true and correct.
                     
 
  Michael K. Klugman, President     )          
 
  Frank P. Sulzberger, MD     )     Directors (Trustees)    
 
  William D. Lindelof, VP     )          

2

Exhibit 25.2
 
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)  o
 
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
         
 
  95-3571558
(State of incorporation
  (I.R.S. employer
if not a U.S. national bank)
  identification no.)
 
       
700 South Flower Street
       
Suite 500
       
Los Angeles, California
    90017  
(Address of principal executive offices)
  (Zip code)
The Travelers Companies, Inc.
(Exact name of obligor as specified in its charter)
     
Minnesota
(State or other jurisdiction of incorporation or organization)
  41-0518860
(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 Obligor’s principal executive offices)
 
Subordinated Debt Securities
(Title of the indenture securities)
 

 


 

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.
     
Name   Address
Comptroller of the Currency    
United States Department of the Treasury   Washington, D.C. 20219
     
Federal Reserve Bank   San Francisco, California 94105
     
Federal Deposit Insurance Corporation   Washington, D.C. 20429
  (b)   Whether it is authorized to exercise corporate trust powers.
    Yes.
2.   Affiliations with Obligor.
 
    If the obligor is an affiliate of the trustee, describe each such affiliation.
 
    None.
16.   List of Exhibits.
 
    Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229. 10(d) .
  1.   A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).
 
  2.   A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).
 
  3.   A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).

- 2 -


 

  4.   A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-152875).
 
  6.   The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).
 
  7.   A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 3 -


 

SIGNATURE
     Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Boston, and State of Massachusetts, on the 3rd day of December, 2008.
             
    THE BANK OF NEW YORK MELLON    
    TRUST COMPANY, N.A.    
 
           
 
  By:
Name:
  /s/ CHI MA
 
CHI MA
   
 
  Title:   VICE PRESIDENT    

- 4 -


 

EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 700 South Flower Street, Suite 200, Los Angeles, CA 90017
     At the close of business September 30, 2008, published in accordance with Federal regulatory authority instructions.
Dollar Amounts in Thousands
         
ASSETS
       
 
       
Cash and balances due from depository institutions:
       
Noninterest-bearing balances and currency and coin
  $ 8,169  
Interest-bearing balances
    0  
Securities:
       
Held-to-maturity securities
    26  
Available-for-sale securities
    399,634  
Federal funds sold and securities purchased under agreements to resell:
       
Federal funds sold
    3,800  
Securities purchased under agreements to resell
    60,000  
Loans and lease financing receivables:
       
Loans and leases held for sale
    0  
Loans and leases, net of unearned income
    0  
LESS: Allowance for loan and lease losses
    0  
Loans and leases, net of unearned income and allowance
    0  
Trading assets
    0  
Premises and fixed assets (including capitalized leases)
    11,218  
Other real estate owned
    0  
Investments in unconsolidated subsidiaries and associated companies
    0  
Not applicable
       
Intangible assets:
       
Goodwill
    876,153  
Other intangible assets
    279,623  
Other assets
    150,704  
 
     
Total assets
  $ 1,789,327  
 
     
 
       
LIABILITIES
       
 
       
Deposits:
       
In domestic offices
    1,047  
Noninterest-bearing
    1,047  
Interest-bearing
    0  
Not applicable
       
Federal funds purchased and securities sold under agreements to repurchase:
       
Federal funds purchased
    0  
Securities sold under agreements to repurchase
    0  
Trading liabilities
    0  
Other borrowed money:
       

1


 

         
(includes mortgage indebtedness and obligations under capitalized leases)
    268,691  
Not applicable
       
Not applicable
       
Subordinated notes and debentures
    0  
Other liabilities
    141,035  
Total liabilities
    410,773  
Minority interest in consolidated subsidiaries
    0  
 
       
EQUITY CAPITAL
       
 
       
Perpetual preferred stock and related surplus
    0  
Common stock
    1,000  
Surplus (exclude all surplus related to preferred stock)
    1,121,520  
Retained earnings
    253,204  
Accumulated other comprehensive income
    2,830  
Other equity capital components
    0  
Total equity capital
    1,378,554  
 
     
Total liabilities, minority interest, and equity capital
  $ 1,789,327  
 
     
          I, Karen Bayz, Vice President of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.
          Karen Bayz      )      Vice President
          We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date 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 instructions issued by the appropriate Federal regulatory authority and is true and correct.
                     
 
  Michael K. Klugman, President     )          
 
  Frank P. Sulzberger, MD     )     Directors (Trustees)    
 
  William D. Lindelof, VP     )          

2

Exhibit 25.3
 
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)  o
 

THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
     
 
   95-3571558
(State of incorporation
if not a U.S. national bank)
  (I.R.S. employer
identification no.)
 
   
700 South Flower Street
Suite 500
Los Angeles, California
   90017
(Address of principal executive offices)
  (Zip code)
The Travelers Companies, Inc.
(Exact name of obligor as specified in its charter)
     
Minnesota   41-0518860
(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 Obligor’s principal executive offices)
 
Junior Subordinated Debt Securities
(Title of the indenture securities)
 

1


 

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.
     
Name   Address
Comptroller of the Currency
   
United States Department of the Treasury
  Washington, D.C. 20219
 
Federal Reserve Bank
  San Francisco, California 94105
 
Federal Deposit Insurance Corporation
  Washington, D.C. 20429
  (b)   Whether it is authorized to exercise corporate trust powers.
    Yes.
2.   Affiliations with Obligor.
 
    If the obligor is an affiliate of the trustee, describe each such affiliation.
 
    None.
16.   List of Exhibits.
 
    Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229. 10(d) .
  1.   A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).
 
  2.   A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).
 
  3.   A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).

- 2 -


 

  4.   A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-152875).
 
  6.   The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).
 
  7.   A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 3 -


 

SIGNATURE
     Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Boston, and State of Massachusetts, on the 3rd day of December, 2008.
         
  THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
 
 
  By:   /s/ CHI MA    
  Name:   CHI MA   
  Title:   VICE PRESIDENT   
 

- 4 -


 

EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 700 South Flower Street, Suite 200, Los Angeles, CA 90017
     At the close of business September 30, 2008, published in accordance with Federal regulatory authority instructions.
Dollar Amounts in Thousands
         
ASSETS
       
 
Cash and balances due from depository institutions:
       
Noninterest-bearing balances and currency and coin
  $ 8,169  
Interest-bearing balances
    0  
Securities:
       
Held-to-maturity securities
    26  
Available-for-sale securities
    399,634  
Federal funds sold and securities purchased under agreements to resell:
       
Federal funds sold
    3,800  
Securities purchased under agreements to resell
    60,000  
Loans and lease financing receivables:
       
Loans and leases held for sale
    0  
Loans and leases, net of unearned income
    0  
LESS: Allowance for loan and lease losses
    0  
Loans and leases, net of unearned income and allowance
    0  
Trading assets
    0  
Premises and fixed assets (including capitalized leases)
    11,218  
Other real estate owned
    0  
Investments in unconsolidated subsidiaries and associated companies
    0  
Not applicable
       
Intangible assets:
       
Goodwill
    876,153  
Other intangible assets
    279,623  
Other assets
    150,704  
 
     
Total assets
  $ 1,789,327  
 
     
 
       
LIABILITIES
       
 
       
Deposits:
       
In domestic offices
    1,047  
Noninterest-bearing
    1,047  
Interest-bearing
    0  
Not applicable
       
Federal funds purchased and securities sold under agreements to repurchase:
       
Federal funds purchased
    0  
Securities sold under agreements to repurchase
    0  
Trading liabilities
    0  
Other borrowed money:
       

1


 

         
(includes mortgage indebtedness and obligations under capitalized leases)
    268,691  
Not applicable
       
Not applicable
       
Subordinated notes and debentures
    0  
Other liabilities
    141,035  
Total liabilities
    410,773  
Minority interest in consolidated subsidiaries
    0  
 
       
EQUITY CAPITAL
       
 
       
Perpetual preferred stock and related surplus
    0  
Common stock
    1,000  
Surplus (exclude all surplus related to preferred stock)
    1,121,520  
Retained earnings
    253,204  
Accumulated other comprehensive income
    2,830  
Other equity capital components
    0  
Total equity capital
    1,378,554  
 
     
Total liabilities, minority interest, and equity capital
  $ 1,789,327  
 
     
          I, Karen Bayz, Vice President of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.
          Karen Bayz     )                Vice President
          We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date 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 instructions issued by the appropriate Federal regulatory authority and is true and correct.
                 
 
  Michael K. Klugman, President )      
 
  Frank P. Sulzberger, MD )     Directors (Trustees)
 
  William D. Lindelof, VP )      

2

Exhibit 25.4
 
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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)  o
 

THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
     
 
  95-3571558
(State of incorporation
  (I.R.S. employer
if not a U.S. national bank)
  identification no.)
 
   
700 South Flower Street
   
Suite 500
   
Los Angeles, California
  90017
(Address of principal executive offices)
  (Zip code)
Travelers Capital Trust II
(Exact name of obligor as specified in its charter)
     
Delaware   41-6495364
(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 Obligor’s principal executive offices)
 
Preferred Securities
(Title of the indenture securities)
 

1


 

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.
     
Name   Address
Comptroller of the Currency
   
United States Department of the Treasury
  Washington, D.C. 20219
 
Federal Reserve Bank
  San Francisco, California 94105
 
Federal Deposit Insurance Corporation
  Washington, D.C. 20429
  (b)   Whether it is authorized to exercise corporate trust powers.
    Yes.
2.   Affiliations with Obligor.
 
    If the obligor is an affiliate of the trustee, describe each such affiliation.
 
    None.
16.   List of Exhibits.
 
    Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229. 10(d) .
  1.   A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).
 
  2.   A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).
 
  3.   A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).

- 2 -


 

  4.   A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-152875).
 
  6.   The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).
 
  7.   A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 3 -


 

SIGNATURE
     Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Boston, and State of Massachusetts, on the 3 rd day of December, 2008.
         
  THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
 
 
  By:   /s/ CHI MA    
  Name:   CHI MA  
  Title:   VICE PRESIDENT   
 

- 4 -


 

EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 700 South Flower Street, Suite 200, Los Angeles, CA 90017
     At the close of business September 30, 2008, published in accordance with Federal regulatory authority instructions.
Dollar Amounts in Thousands
         
ASSETS
       
 
Cash and balances due from depository institutions:
       
Noninterest-bearing balances and currency and coin
  $ 8,169  
Interest-bearing balances
    0  
Securities:
       
Held-to-maturity securities
    26  
Available-for-sale securities
    399,634  
Federal funds sold and securities purchased under agreements to resell:
       
Federal funds sold
    3,800  
Securities purchased under agreements to resell
    60,000  
Loans and lease financing receivables:
       
Loans and leases held for sale
    0  
Loans and leases, net of unearned income
    0  
LESS: Allowance for loan and lease losses
    0  
Loans and leases, net of unearned income and allowance
    0  
Trading assets
    0  
Premises and fixed assets (including capitalized leases)
    11,218  
Other real estate owned
    0  
Investments in unconsolidated subsidiaries and associated companies
    0  
Not applicable
       
Intangible assets:
       
Goodwill
    876,153  
Other intangible assets
    279,623  
Other assets
    150,704  
 
     
Total assets
  $ 1,789,327  
 
     
 
       
LIABILITIES
       
 
       
Deposits:
       
In domestic offices
    1,047  
Noninterest-bearing
    1,047  
Interest-bearing
    0  
Not applicable
       
Federal funds purchased and securities sold under agreements to repurchase:
       
Federal funds purchased
    0  
Securities sold under agreements to repurchase
    0  
Trading liabilities
    0  
Other borrowed money:
       

1


 

         
(includes mortgage indebtedness and obligations under capitalized leases)
    268,691  
Not applicable
       
Not applicable
       
Subordinated notes and debentures
    0  
Other liabilities
    141,035  
Total liabilities
    410,773  
Minority interest in consolidated subsidiaries
    0  
 
       
EQUITY CAPITAL
       
 
       
Perpetual preferred stock and related surplus
    0  
Common stock
    1,000  
Surplus (exclude all surplus related to preferred stock)
    1,121,520  
Retained earnings
    253,204  
Accumulated other comprehensive income
    2,830  
Other equity capital components
    0  
Total equity capital
    1,378,554  
 
     
Total liabilities, minority interest, and equity capital
  $ 1,789,327  
 
     
          I, Karen Bayz, Vice President of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.
          Karen Bayz )     Vice President
          We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date 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 instructions issued by the appropriate Federal regulatory authority and is true and correct.
                         
 
  Michael K. Klugman, President     )          
 
  Frank P. Sulzberger, MD     )     Directors (Trustees)
 
  William D. Lindelof, VP     )          

2

Exhibit 25.5
 
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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)  o
 

THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
         
 
    95-3571558  
(State of incorporation
    (I.R.S. employer  
if not a U.S. national bank)
    identification no.)  
 
       
700 South Flower Street
       
Suite 500
       
Los Angeles, California
    90017  
(Address of principal executive offices)
    (Zip code)  
Travelers Capital Trust III
(Exact name of obligor as specified in its charter)
     
Delaware
  20-1341934
(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 Obligor’s principal executive offices)
 
Preferred Securities
(Title of the indenture securities)
 

1


 

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.
     
Name   Address
Comptroller of the Currency
   
United States Department of the Treasury
  Washington, D.C. 20219
 
Federal Reserve Bank
  San Francisco, California 94105
 
Federal Deposit Insurance Corporation
  Washington, D.C. 20429
  (b)   Whether it is authorized to exercise corporate trust powers.
    Yes.
2.   Affiliations with Obligor.
 
    If the obligor is an affiliate of the trustee, describe each such affiliation.
 
    None.
16.   List of Exhibits.
 
    Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229. 10(d) .
  1.   A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).
 
  2.   A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).
 
  3.   A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).

- 2 -


 

  4.   A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-152875).
 
  6.   The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).
 
  7.   A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 3 -


 

SIGNATURE
     Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Boston, and State of Massachusetts, on the 3 rd day of December, 2008.
         
  THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
 
 
  By:   /s/ CHI MA    
  Name:   CHI MA  
  Title:   VICE PRESIDENT   
 

- 4 -


 

EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 700 South Flower Street, Suite 200, Los Angeles, CA 90017
     At the close of business September 30, 2008, published in accordance with Federal regulatory authority instructions.
Dollar Amounts in Thousands
         
ASSETS
       
 
Cash and balances due from depository institutions:
       
Noninterest-bearing balances and currency and coin
  $ 8,169  
Interest-bearing balances
    0  
Securities:
       
Held-to-maturity securities
    26  
Available-for-sale securities
    399,634  
Federal funds sold and securities purchased under agreements to resell:
       
Federal funds sold
    3,800  
Securities purchased under agreements to resell
    60,000  
Loans and lease financing receivables:
       
Loans and leases held for sale
    0  
Loans and leases, net of unearned income
    0  
LESS: Allowance for loan and lease losses
    0  
Loans and leases, net of unearned income and allowance
    0  
Trading assets
    0  
Premises and fixed assets (including capitalized leases)
    11,218  
Other real estate owned
    0  
Investments in unconsolidated subsidiaries and associated companies
    0  
Not applicable
       
Intangible assets:
       
Goodwill
    876,153  
Other intangible assets
    279,623  
Other assets
    150,704  
 
     
Total assets
  $ 1,789,327  
 
     
 
       
LIABILITIES
       
 
       
Deposits:
       
In domestic offices
    1,047  
Noninterest-bearing
    1,047  
Interest-bearing
    0  
Not applicable
       
Federal funds purchased and securities sold under agreements to repurchase:
       
Federal funds purchased
    0  
Securities sold under agreements to repurchase
    0  
Trading liabilities
    0  
Other borrowed money:
       

1


 

         
(includes mortgage indebtedness and obligations under capitalized leases)
    268,691  
Not applicable
       
Not applicable
       
Subordinated notes and debentures
    0  
Other liabilities
    141,035  
Total liabilities
    410,773  
Minority interest in consolidated subsidiaries
    0  
 
       
EQUITY CAPITAL
       
 
       
Perpetual preferred stock and related surplus
    0  
Common stock
    1,000  
Surplus (exclude all surplus related to preferred stock)
    1,121,520  
Retained earnings
    253,204  
Accumulated other comprehensive income
    2,830  
Other equity capital components
    0  
Total equity capital
    1,378,554  
 
     
Total liabilities, minority interest, and equity capital
  $ 1,789,327  
 
     
          I, Karen Bayz, Vice President of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.
          Karen Bayz      )                Vice President
          We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date 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 instructions issued by the appropriate Federal regulatory authority and is true and correct.
                         
 
  Michael K. Klugman, President     )        
 
  Frank P. Sulzberger, MD   )   Directors (Trustees)
 
  William D. Lindelof, VP   )        

2

Exhibit 25.6
 
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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) o
 
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
     
    95-3571558
(State of incorporation   (I.R.S. employer
if not a U.S. national bank)   identification no.)
     
700 South Flower Street    
Suite 500    
Los Angeles, California   90017
(Address of principal executive offices)   (Zip code)
Travelers Capital Trust IV
(Exact name of obligor as specified in its charter)
     
Delaware   20-1341964
(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 Obligor’s principal executive offices)
 
Preferred Securities
(Title of the indenture securities)
 

1


 

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.
     
Name   Address
Comptroller of the Currency
United States Department of the Treasury
  Washington, D.C. 20219
 
   
Federal Reserve Bank
  San Francisco, California 94105
 
   
Federal Deposit Insurance Corporation
  Washington, D.C. 20429
  (b)   Whether it is authorized to exercise corporate trust powers.
    Yes.
 
2.   Affiliations with Obligor.
 
    If the obligor is an affiliate of the trustee, describe each such affiliation.
 
    None.
 
16.   List of Exhibits.
 
    Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229. 10(d) .
  1.   A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).
 
  2.   A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).
 
  3.   A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).

- 2 -


 

  4.   A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-152875).
 
  6.   The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).
 
  7.   A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 3 -


 

SIGNATURE
     Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Boston, and State of Massachusetts, on the 3 rd day of December, 2008.
             
    THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
   
 
           
 
  By:   /s/ CHI MA
 
   
    Name:    CHI MA    
    Title:      VICE PRESIDENT    

- 4 -


 

EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 700 South Flower Street, Suite 200, Los Angeles, CA 90017
     At the close of business September 30, 2008, published in accordance with Federal regulatory authority instructions.
Dollar Amounts in Thousands
         
ASSETS
       
 
       
Cash and balances due from depository institutions:
       
Noninterest-bearing balances and currency and coin
  $ 8,169  
Interest-bearing balances
    0  
Securities:
       
Held-to-maturity securities
    26  
Available-for-sale securities
    399,634  
Federal funds sold and securities purchased under agreements to resell:
       
Federal funds sold
    3,800  
Securities purchased under agreements to resell
    60,000  
Loans and lease financing receivables:
       
Loans and leases held for sale
    0  
Loans and leases, net of unearned income
    0  
LESS: Allowance for loan and lease losses
    0  
Loans and leases, net of unearned income and allowance
    0  
Trading assets
    0  
Premises and fixed assets (including capitalized leases)
    11,218  
Other real estate owned
    0  
Investments in unconsolidated subsidiaries and associated companies
    0  
Not applicable
       
Intangible assets:
       
Goodwill
    876,153  
Other intangible assets
    279,623  
Other assets
    150,704  
 
     
Total assets
  $ 1,789,327  
 
     
 
       
LIABILITIES
       
 
       
Deposits:
       
In domestic offices
    1,047  
Noninterest-bearing
    1,047  
Interest-bearing
    0  
Not applicable
       
Federal funds purchased and securities sold under agreements to repurchase:
       
Federal funds purchased
    0  
Securities sold under agreements to repurchase
    0  
Trading liabilities
    0  
Other borrowed money:
       

1


 

         
(includes mortgage indebtedness and obligations under capitalized leases)
    268,691  
Not applicable
       
Not applicable
       
Subordinated notes and debentures
    0  
Other liabilities
    141,035  
Total liabilities
    410,773  
Minority interest in consolidated subsidiaries
    0  
 
       
EQUITY CAPITAL
       
 
       
Perpetual preferred stock and related surplus
    0  
Common stock
    1,000  
Surplus (exclude all surplus related to preferred stock)
    1,121,520  
Retained earnings
    253,204  
Accumulated other comprehensive income
    2,830  
Other equity capital components
    0  
Total equity capital
    1,378,554  
 
     
Total liabilities, minority interest, and equity capital
  $ 1,789,327  
 
     
          I, Karen Bayz, Vice President of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.
          Karen Bayz       )      Vice President
          We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date 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 instructions issued by the appropriate Federal regulatory authority and is true and correct.
             
Michael K. Klugman, President
    )      
Frank P. Sulzberger, MD
    )     Directors (Trustees)
William D. Lindelof, VP
    )      

2

Exhibit 25.7
 
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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) o
 
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
     
    95-3571558
(State of incorporation   (I.R.S. employer
if not a U.S. national bank)   identification no.)
     
700 South Flower Street    
Suite 500    
Los Angeles, California   90017
(Address of principal executive offices)   (Zip code)
Travelers Capital Trust V
(Exact name of obligor as specified in its charter)
     
Delaware   20-1342011
(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 Obligor’s principal executive offices)
 
Preferred Securities
(Title of the indenture securities)
 

1


 

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.
     
Name   Address
Comptroller of the Currency
United States Department of the Treasury
  Washington, D.C. 20219
 
   
Federal Reserve Bank
  San Francisco, California 94105
 
   
Federal Deposit Insurance Corporation
  Washington, D.C. 20429
  (b)   Whether it is authorized to exercise corporate trust powers.
    Yes.
 
2.   Affiliations with Obligor.
 
    If the obligor is an affiliate of the trustee, describe each such affiliation.
 
    None.
 
16.   List of Exhibits.
 
    Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229. 10(d) .
  1.   A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).
 
  2.   A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).
 
  3.   A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).

- 2 -


 

  4.   A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-152875).
 
  6.   The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).
 
  7.   A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 3 -


 

SIGNATURE
     Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Boston, and State of Massachusetts, on the 3 rd day of December, 2008.
             
    THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
   
 
           
 
  By:   /s/ CHI MA
 
   
    Name:    CHI MA    
    Title:      VICE PRESIDENT    

- 4 -


 

EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 700 South Flower Street, Suite 200, Los Angeles, CA 90017
     At the close of business September 30, 2008, published in accordance with Federal regulatory authority instructions.
Dollar Amounts in Thousands
         
ASSETS
       
 
       
Cash and balances due from depository institutions:
       
Noninterest-bearing balances and currency and coin
  $ 8,169  
Interest-bearing balances
    0  
Securities:
       
Held-to-maturity securities
    26  
Available-for-sale securities
    399,634  
Federal funds sold and securities purchased under agreements to resell:
       
Federal funds sold
    3,800  
Securities purchased under agreements to resell
    60,000  
Loans and lease financing receivables:
       
Loans and leases held for sale
    0  
Loans and leases, net of unearned income
    0  
LESS: Allowance for loan and lease losses
    0  
Loans and leases, net of unearned income and allowance
    0  
Trading assets
    0  
Premises and fixed assets (including capitalized leases)
    11,218  
Other real estate owned
    0  
Investments in unconsolidated subsidiaries and associated companies
    0  
Not applicable
       
Intangible assets:
       
Goodwill
    876,153  
Other intangible assets
    279,623  
Other assets
    150,704  
 
     
Total assets
  $ 1,789,327  
 
     
 
       
LIABILITIES
       
 
       
Deposits:
       
In domestic offices
    1,047  
Noninterest-bearing
    1,047  
Interest-bearing
    0  
Not applicable
       
Federal funds purchased and securities sold under agreements to repurchase:
       
Federal funds purchased
    0  
Securities sold under agreements to repurchase
    0  
Trading liabilities
    0  
Other borrowed money:
       

1


 

         
(includes mortgage indebtedness and obligations under capitalized leases)
    268,691  
Not applicable
       
Not applicable
       
Subordinated notes and debentures
    0  
Other liabilities
    141,035  
Total liabilities
    410,773  
Minority interest in consolidated subsidiaries
    0  
 
       
EQUITY CAPITAL
       
 
       
Perpetual preferred stock and related surplus
    0  
Common stock
    1,000  
Surplus (exclude all surplus related to preferred stock)
    1,121,520  
Retained earnings
    253,204  
Accumulated other comprehensive income
    2,830  
Other equity capital components
    0  
Total equity capital
    1,378,554  
 
     
Total liabilities, minority interest, and equity capital
  $ 1,789,327  
 
     
          I, Karen Bayz, Vice President of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.
          Karen Bayz      )      Vice President
          We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date 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 instructions issued by the appropriate Federal regulatory authority and is true and correct.
             
Michael K. Klugman, President
    )      
Frank P. Sulzberger, MD
    )     Directors (Trustees)
William D. Lindelof, VP
    )      

2

Exhibit 25.8
 
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)  o
 
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
     
 
  95-3571558
(State of incorporation
  (I.R.S. employer
if not a U.S. national bank)
  identification no.)
 
   
700 South Flower Street
   
Suite 500
   
Los Angeles, California
  90017
(Address of principal executive offices)
  (Zip code)
The Travelers Companies, Inc.
(Exact name of obligor as specified in its charter)
     
Minnesota
(State or other jurisdiction of incorporation or organization)
  41-0518860
(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 Obligor’s principal executive offices)
 
Preferred Securities Guarantee Agreement for
Preferred Securities of Travelers Capital Trust II
(Title of the indenture securities)
 

1


 

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.
     
Name   Address
Comptroller of the Currency
United States Department of the Treasury
  Washington, D.C. 20219
     
Federal Reserve Bank   San Francisco, California 94105
     
Federal Deposit Insurance Corporation   Washington, D.C. 20429
  (b)   Whether it is authorized to exercise corporate trust powers.
    Yes.
2.   Affiliations with Obligor.
    If the obligor is an affiliate of the trustee, describe each such affiliation.
 
    None.
16.   List of Exhibits.
    Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229. 10(d) .
  1.   A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).
 
  2.   A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).
 
  3.   A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).

- 2 -


 

  4.   A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-152875).
 
  6.   The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).
 
  7.   A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 3 -


 

SIGNATURE
          Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Boston, and State of Massachusetts, on the 3 rd day of December, 2008.
             
    THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
   
 
           
 
  By:   /s/ CHI MA
 
   
 
  Name:   CHI MA    
 
  Title:   VICE PRESIDENT    

- 4 -


 

EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 700 South Flower Street, Suite 200, Los Angeles, CA 90017
          At the close of business September 30, 2008, published in accordance with Federal regulatory authority instructions.
Dollar Amounts in Thousands
         
ASSETS
       
 
       
Cash and balances due from depository institutions:
       
Noninterest-bearing balances and currency and coin
  $ 8,169  
Interest-bearing balances
    0  
Securities:
       
Held-to-maturity securities
    26  
Available-for-sale securities
    399,634  
Federal funds sold and securities purchased under agreements to resell:
       
Federal funds sold
    3,800  
Securities purchased under agreements to resell
    60,000  
Loans and lease financing receivables:
       
Loans and leases held for sale
    0  
Loans and leases, net of unearned income
    0  
LESS: Allowance for loan and lease losses
    0  
Loans and leases, net of unearned income and allowance
    0  
Trading assets
    0  
Premises and fixed assets (including capitalized leases)
    11,218  
Other real estate owned
    0  
Investments in unconsolidated subsidiaries and associated companies
    0  
Not applicable
       
Intangible assets:
       
Goodwill
    876,153  
Other intangible assets
    279,623  
Other assets
    150,704  
 
     
Total assets
  $ 1,789,327  
 
     
 
       
LIABILITIES
       
 
       
Deposits:
       
In domestic offices
    1,047  
Noninterest-bearing
    1,047  
Interest-bearing
    0  
Not applicable
       
Federal funds purchased and securities sold under agreements to repurchase:
       
Federal funds purchased
    0  
Securities sold under agreements to repurchase
    0  
Trading liabilities
    0  
Other borrowed money:
       

1


 

         
(includes mortgage indebtedness and obligations under capitalized leases)
    268,691  
Not applicable
       
Not applicable
       
Subordinated notes and debentures
    0  
Other liabilities
    141,035  
Total liabilities
    410,773  
Minority interest in consolidated subsidiaries
    0  
 
       
EQUITY CAPITAL
       
 
       
Perpetual preferred stock and related surplus
    0  
Common stock
    1,000  
Surplus (exclude all surplus related to preferred stock)
    1,121,520  
Retained earnings
    253,204  
Accumulated other comprehensive income
    2,830  
Other equity capital components
    0  
Total equity capital
    1,378,554  
 
     
Total liabilities, minority interest, and equity capital
  $ 1,789,327  
 
     
          I, Karen Bayz, Vice President of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.
          Karen Bayz      )      Vice President
          We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date 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 instructions issued by the appropriate Federal regulatory authority and is true and correct.
                 
 
  Michael K. Klugman, President     )      
 
  Frank P. Sulzberger, MD     )     Directors (Trustees)
 
  William D. Lindelof, VP     )      

2

Exhibit 25.9
 
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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) o
 
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
     
 
  95-3571558
(State of incorporation
  (I.R.S. employer
if not a U.S. national bank)
  identification no.)
 
   
700 South Flower Street
   
Suite 500
   
Los Angeles, California
  90017
(Address of principal executive offices)
  (Zip code)
The Travelers Companies, Inc.
(Exact name of obligor as specified in its charter)
     
Minnesota
(State or other jurisdiction of incorporation or organization)
  41-0518860
(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 Obligor’s principal executive offices)
 
Preferred Securities Guarantee Agreement for
Preferred Securities of Travelers Capital Trust III
(Title of the indenture securities)
 

1


 

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.
     
Name   Address
Comptroller of the Currency    
United States Department of the Treasury   Washington, D.C. 20219
     
Federal Reserve Bank   San Francisco, California 94105
     
Federal Deposit Insurance Corporation   Washington, D.C. 20429
  (b)   Whether it is authorized to exercise corporate trust powers.
    Yes.
2.   Affiliations with Obligor.
    If the obligor is an affiliate of the trustee, describe each such affiliation.
 
    None.
16.   List of Exhibits.
    Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229. 10(d) .
  1.   A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).
 
  2.   A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).
 
  3.   A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).

- 2 -


 

  4.   A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-152875).
 
  6.   The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).
 
  7.   A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 3 -


 

SIGNATURE
          Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Boston, and State of Massachusetts, on the 3 rd day of December, 2008.
             
    THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
   
 
           
 
  By:   /s/ CHI MA
 
   
 
  Name:   CHI MA    
 
  Title:   VICE PRESIDENT    

- 4 -


 

EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 700 South Flower Street, Suite 200, Los Angeles, CA 90017
          At the close of business September 30, 2008, published in accordance with Federal regulatory authority instructions.
Dollar Amounts in Thousands
         
ASSETS
       
 
       
Cash and balances due from depository institutions:
       
Noninterest-bearing balances and currency and coin
  $ 8,169  
Interest-bearing balances
    0  
Securities:
       
Held-to-maturity securities
    26  
Available-for-sale securities
    399,634  
Federal funds sold and securities purchased under agreements to resell:
       
Federal funds sold
    3,800  
Securities purchased under agreements to resell
    60,000  
Loans and lease financing receivables:
       
Loans and leases held for sale
    0  
Loans and leases, net of unearned income
    0  
LESS: Allowance for loan and lease losses
    0  
Loans and leases, net of unearned income and allowance
    0  
Trading assets
    0  
Premises and fixed assets (including capitalized leases)
    11,218  
Other real estate owned
    0  
Investments in unconsolidated subsidiaries and associated companies
    0  
Not applicable
       
Intangible assets:
       
Goodwill
    876,153  
Other intangible assets
    279,623  
Other assets
    150,704  
 
     
Total assets
  $ 1,789,327  
 
     
 
       
LIABILITIES
       
 
       
Deposits:
       
In domestic offices
    1,047  
Noninterest-bearing
    1,047  
Interest-bearing
    0  
Not applicable
       
Federal funds purchased and securities sold under agreements to repurchase:
       
Federal funds purchased
    0  
Securities sold under agreements to repurchase
    0  
Trading liabilities
    0  
Other borrowed money:
       

1


 

         
(includes mortgage indebtedness and obligations under capitalized leases)
    268,691  
Not applicable
       
Not applicable
       
Subordinated notes and debentures
    0  
Other liabilities
    141,035  
Total liabilities
    410,773  
Minority interest in consolidated subsidiaries
    0  
 
       
EQUITY CAPITAL
       
 
       
Perpetual preferred stock and related surplus
    0  
Common stock
    1,000  
Surplus (exclude all surplus related to preferred stock)
    1,121,520  
Retained earnings
    253,204  
Accumulated other comprehensive income
    2,830  
Other equity capital components
    0  
Total equity capital
    1,378,554  
 
     
Total liabilities, minority interest, and equity capital
  $ 1,789,327  
 
     
          I, Karen Bayz, Vice President of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.
          Karen Bayz      )     Vice President
          We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date 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 instructions issued by the appropriate Federal regulatory authority and is true and correct.
                 
 
  Michael K. Klugman, President     )      
 
  Frank P. Sulzberger, MD     )     Directors (Trustees)
 
  William D. Lindelof, VP     )      

2


 

Exhibit 25.10
 
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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)  o
 

THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
     
 
  95-3571558
(State of incorporation
  (I.R.S. employer
if not a U.S. national bank)
  identification no.)
 
   
700 South Flower Street
   
Suite 500
   
Los Angeles, California
  90017
(Address of principal executive offices)
  (Zip code)
The Travelers Companies, Inc.
(Exact name of obligor as specified in its charter)
     
Minnesota   41-0518860
(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 Obligor’s principal executive offices)
 
Preferred Securities Guarantee Agreement for
Preferred Securities of Travelers Capital Trust IV
(Title of the indenture securities)
     
 

1

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.
     
Name   Address
Comptroller of the Currency
   
United States Department of the Treasury
  Washington, D.C. 20219
 
Federal Reserve Bank
  San Francisco, California 94105
 
Federal Deposit Insurance Corporation
  Washington, D.C. 20429
  (b)   Whether it is authorized to exercise corporate trust powers.
    Yes.
2.   Affiliations with Obligor.
 
    If the obligor is an affiliate of the trustee, describe each such affiliation.
 
    None.
16.   List of Exhibits.
 
    Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229. 10(d) .
  1.   A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).
 
  2.   A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).
 
  3.   A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).

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  4.   A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-152875).
 
  6.   The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).
 
  7.   A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 3 -


 

SIGNATURE
     Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Boston, and State of Massachusetts, on the 3 rd day of December, 2008.
         
  THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
 
 
  By:   /s/ CHI MA    
  Name:   CHI MA   
  Title:   VICE PRESIDENT   
 

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EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 700 South Flower Street, Suite 200, Los Angeles, CA 90017
     At the close of business September 30, 2008, published in accordance with Federal regulatory authority instructions.
Dollar Amounts in Thousands
         
ASSETS
       
 
Cash and balances due from depository institutions:
       
Noninterest-bearing balances and currency and coin
  $ 8,169  
Interest-bearing balances
    0  
Securities:
       
Held-to-maturity securities
    26  
Available-for-sale securities
    399,634  
Federal funds sold and securities purchased under agreements to resell:
       
Federal funds sold
    3,800  
Securities purchased under agreements to resell
    60,000  
Loans and lease financing receivables:
       
Loans and leases held for sale
    0  
Loans and leases, net of unearned income
    0  
LESS: Allowance for loan and lease losses
    0  
Loans and leases, net of unearned income and allowance
    0  
Trading assets
    0  
Premises and fixed assets (including capitalized leases)
    11,218  
Other real estate owned
    0  
Investments in unconsolidated subsidiaries and associated companies
    0  
Not applicable
       
Intangible assets:
       
Goodwill
    876,153  
Other intangible assets
    279,623  
Other assets
    150,704  
 
     
Total assets
  $ 1,789,327  
 
     
 
       
LIABILITIES
       
 
       
Deposits:
       
In domestic offices
    1,047  
Noninterest-bearing
    1,047  
Interest-bearing
    0  
Not applicable Federal funds purchased and securities sold under agreements to repurchase:
       
Federal funds purchased
    0  
Securities sold under agreements to repurchase
    0  
Trading liabilities
    0  
Other borrowed money:
       

1


 

         
(includes mortgage indebtedness and obligations under capitalized leases)
    268,691  
Not applicable
       
Not applicable
       
Subordinated notes and debentures
    0  
Other liabilities
    141,035  
Total liabilities
    410,773  
Minority interest in consolidated subsidiaries
    0  
 
       
EQUITY CAPITAL
       
 
       
Perpetual preferred stock and related surplus
    0  
Common stock
    1,000  
Surplus (exclude all surplus related to preferred stock)
    1,121,520  
Retained earnings
    253,204  
Accumulated other comprehensive income
    2,830  
Other equity capital components
    0  
Total equity capital
    1,378,554  
 
     
Total liabilities, minority interest, and equity capital
  $ 1,789,327  
 
     
          I, Karen Bayz, Vice President of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.
          Karen Bayz      )                Vice President
          We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date 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 instructions issued by the appropriate Federal regulatory authority and is true and correct.
                 
 
  Michael K. Klugman, President     )      
 
  Frank P. Sulzberger, MD     )     Directors (Trustees)
 
  William D. Lindelof, VP     )      

2

Exhibit 25.11
 
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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)  o
 

THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
     
 
   95-3571558
(State of incorporation
  (I.R.S. employer
if not a U.S. national bank)
  identification no.)
 
   
700 South Flower Street
   
Suite 500
   
Los Angeles, California
  90017
(Address of principal executive offices)
  (Zip code)
The Travelers Companies, Inc.
(Exact name of obligor as specified in its charter)
     
Minnesota   41-0518860
(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 Obligor’s principal executive offices)
 
Preferred Securities Guarantee Agreement for
Preferred Securities of Travelers Capital Trust V
(Title of the indenture securities)
 

1


 

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.
     
Name   Address
Comptroller of the Currency
   
United States Department of the Treasury
  Washington, D.C. 20219
 
Federal Reserve Bank
  San Francisco, California 94105
 
Federal Deposit Insurance Corporation
  Washington, D.C. 20429
  (b)   Whether it is authorized to exercise corporate trust powers.
    Yes.
2.   Affiliations with Obligor.
    If the obligor is an affiliate of the trustee, describe each such affiliation.
    None.
16.   List of Exhibits.
 
    Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229. 10(d) .
  1.   A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).
 
  2.   A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).
 
  3.   A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).

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  4.   A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-152875).
 
  6.   The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).
 
  7.   A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

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SIGNATURE
     Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Boston, and State of Massachusetts, on the 3 rd day of December, 2008.
         
  THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
 
 
  By:   /s/ CHI MA    
  Name:   CHI MA   
  Title:   VICE PRESIDENT   
 

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EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 700 South Flower Street, Suite 200, Los Angeles, CA 90017
     At the close of business September 30, 2008, published in accordance with Federal regulatory authority instructions.
Dollar Amounts in Thousands
         
ASSETS
       
 
Cash and balances due from depository institutions:
       
Noninterest-bearing balances and currency and coin
  $ 8,169  
Interest-bearing balances
    0  
Securities:
       
Held-to-maturity securities
    26  
Available-for-sale securities
    399,634  
Federal funds sold and securities purchased under agreements to resell:
       
Federal funds sold
    3,800  
Securities purchased under agreements to resell
    60,000  
Loans and lease financing receivables:
       
Loans and leases held for sale
    0  
Loans and leases, net of unearned income
    0  
LESS: Allowance for loan and lease losses
    0  
Loans and leases, net of unearned income and allowance
    0  
Trading assets
    0  
Premises and fixed assets (including capitalized leases)
    11,218  
Other real estate owned
    0  
Investments in unconsolidated subsidiaries and associated companies
    0  
Not applicable
       
Intangible assets:
       
Goodwill
    876,153  
Other intangible assets
    279,623  
Other assets
    150,704  
 
     
Total assets
  $ 1,789,327  
 
     
 
       
LIABILITIES
       
 
       
Deposits:
       
In domestic offices
    1,047  
Noninterest-bearing
    1,047  
Interest-bearing
    0  
Not applicable
       
Federal funds purchased and securities sold under agreements to repurchase:
       
Federal funds purchased
    0  
Securities sold under agreements to repurchase
    0  
Trading liabilities
    0  
Other borrowed money:
       

1


 

         
(includes mortgage indebtedness and obligations under capitalized leases)
    268,691  
Not applicable
       
Not applicable
       
Subordinated notes and debentures
    0  
Other liabilities
    141,035  
Total liabilities
    410,773  
Minority interest in consolidated subsidiaries
    0  
 
       
EQUITY CAPITAL
       
 
       
Perpetual preferred stock and related surplus
    0  
Common stock
    1,000  
Surplus (exclude all surplus related to preferred stock)
    1,121,520  
Retained earnings
    253,204  
Accumulated other comprehensive income
    2,830  
Other equity capital components
    0  
Total equity capital
    1,378,554  
 
     
Total liabilities, minority interest, and equity capital
  $ 1,789,327  
 
     
          I, Karen Bayz, Vice President of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.
          Karen Bayz      )                Vice President
          We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date 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 instructions issued by the appropriate Federal regulatory authority and is true and correct.
                 
 
  Michael K. Klugman, President     )      
 
  Frank P. Sulzberger, MD     )     Directors (Trustees)
 
  William D. Lindelof, VP     )      

2