Common Securities Guarantee Agreement (2008)Full Document 

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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.

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