Underwriting Agreement (2001)Full Document 

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                          THE ST. PAUL COMPANIES, INC.
                            ST. PAUL CAPITAL TRUST II
                          ____% [PREFERRED SECURITIES]
                         ($__ STATED LIQUIDATION AMOUNT)


                             Underwriting Agreement


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

Ladies and Gentlemen:

                  The St. Paul Companies, Inc. (the "Company"), a Minnesota
corporation, and St. Paul Capital Trust II (the "Trust"), a statutory business
trust created under the Business Trust Act of the State of Delaware (the
"Delaware Business Trust Act") propose that the Trust issue and sell to the
firms named in Schedule I hereto (such firms constituting the "Underwriters")
its [ ]% Trust Preferred Securities (the "Firm Securities"), representing
undivided preferred beneficial interests in the assets of the Trust, which will
be guaranteed by the Company (the "Guarantee") as to the payment of
distributions, and as to payments on liquidation or redemption, to the extent
that the Trust has funds on hand legally available therefor, as set forth in a
Preferred Securities Guarantee Agreement (the "Guarantee Agreement") between the
Company and JPMorgan Chase Bank, as trustee (the "Guarantee Trustee"). In
addition, subject to the terms and conditions herein, the Company and the Trust
propose to grant the Underwriters an option to purchase up to [ ] additional
[ ]% Trust Preferred Securities (the "Optional Securities"). The Firm Securities
and the Optional Securities are herein called the "Securities".


                  The proceeds of the sale of the Securities and the common
securities of the Trust (the "Common Trust Securities" and, together with the
Securities, the "Trust Securities") to be sold by the Trust to the Company are
to be invested in [ ]% Junior Subordinated Debentures due [      ], 200[ ](the
"Debentures") of the Company to be issued pursuant to an Indenture (the
"Indenture") between the Company and JPMorgan Chase Bank, as trustee (the
"Trustee"). The Trust Securities will be issued pursuant to, and governed by the
Amended and Restated Declaration of Trust, dated as of [     ], 200[ ] (the
"Declaration") among the Company, Chase Manhattan Bank USA, National
Association, as the Delaware Trustee (the "Delaware Trustee"), JPMorgan Chase
Bank, as the institutional trustee, and the administrative trustees named
therein. The Declaration, the Indenture and the Guarantee Agreement will be
qualified under the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act").

         1. The Company and the Trust, jointly and severally represent and
warrant to, and agree with, each of the Underwriters that:

                  (a) A registration statement on Form S-3, as amended (File No.
[o]), the "Initial Registration Statement") in respect of the Securities, the
Debentures and the Guarantee has been filed with the Securities and Exchange
Commission (the "Commission"); the Initial Registration Statement and any
post-effective amendment thereto, each in the form heretofore delivered or to be
delivered to the Representatives and, excluding exhibits to the Initial
Registration Statement, but including all documents incorporated by reference in
the prospectus included in the latest registration statement, to the
Representatives for each of the other Underwriters, have been declared effective
by the Commission in such form; other than a registration statement, if any,
increasing the size of the offering (a "Rule 462(b) Registration Statement"),
filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the
"Act"), which became effective upon filing, no other document with respect to
the Initial Registration Statement or documents incorporated by reference
therein has heretofore been filed or transmitted for filing with the Commission
(other than prospectuses filed pursuant to Rule 424(b) of the rules and
regulations of the Commission

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