EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER AMONG USF&G CORPORATION, UNITED STATES FIDELITY AND GUARANTY COMPANY, AND TITAN HOLDINGS, INC. DATED AS OF AUGUST 7, 1997Agreement and Plan of Merger • November 18th, 1997 • Usf&g Corp • Fire, marine & casualty insurance • Texas
FIRST AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENTRights Agreement • February 25th, 1998 • Usf&g Corp • Fire, marine & casualty insurance • Maryland
betweenGuarantee Agreement • February 20th, 1996 • Usf&g Corp • Fire, marine & casualty insurance • New York
Exhibit 1.1 USF&G CORPORATION USF&G CAPITAL Preferred Securities UNDERWRITING AGREEMENT To the Underwriters named in Schedule I hereto. Ladies and Gentlemen: USF&G Corporation, a Maryland corporation (the "Company"), and USF&G Capital , a statutory...Usf&g Corp • February 6th, 1996 • Fire, marine & casualty insurance • New York
among USF&G CORPORATION, UNITED STATES FIDELITY AND GUARANTY COMPANY, and TITAN HOLDINGS, INC. dated as of August 7, 1997Agreement and Plan of Merger • August 14th, 1997 • Usf&g Corp • Fire, marine & casualty insurance • Texas
EXHIBIT 4.1 STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT, dated as of January 19, 1998 (the "Agreement"), between The St. Paul Companies, Inc., a Minnesota corporation (the "Grantee"), and USF&G Corporation, a Maryland corporation (the "Grantor")....Stock Option Agreement • January 21st, 1998 • Usf&g Corp • Fire, marine & casualty insurance • Maryland
FINAL AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 21st, 1998 • Usf&g Corp • Fire, marine & casualty insurance • Maryland
amongAgreement • February 20th, 1996 • Usf&g Corp • Fire, marine & casualty insurance • Delaware
amongTrust Agreement • April 1st, 1997 • Usf&g Corp • Fire, marine & casualty insurance • Delaware
EXHIBIT (2) FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE, dated as of April 24, 1998 (this "First Supplemental Indenture"), among The St. Paul Companies, Inc., a Minnesota corporation, having its principal office at 385 Washington Street,...Supplemental Indenture • May 15th, 1998 • Usf&g Corp • Fire, marine & casualty insurance • New York
AMENDED AND RESTATED TRUST AGREEMENTAgreement • August 14th, 1997 • Usf&g Corp • Fire, marine & casualty insurance • Delaware
USF&G MEMORANDUM TO: Gary C. Dunton FROM: Norman P. Blake, Jr. DATE: October 14, 1997 RE: Agreement and General Release This memorandum will confirm our agreement concerning your separation from employment with USF&G. We hope that your separation can...Usf&g Corp • March 30th, 1998 • Fire, marine & casualty insurance
COINSURANCE AGREEMENTCoinsurance Agreement • April 1st, 1997 • Usf&g Corp • Fire, marine & casualty insurance • Maryland
364-DAY CREDIT AND REIMBURSEMENT AGREEMENT dated as ofCredit and Reimbursement Agreement • March 30th, 1998 • Usf&g Corp • Fire, marine & casualty insurance • New York
USF&G CORPORATION STOCK APPRECIATION RIGHTS PLAN AND AGREEMENT FOR PAUL B. INGREY STOCK APPRECIATION RIGHTS PLAN AND AGREEMENT, entered into this 24th day of July, 1996, between USF&G CORPORATION, a Maryland corporation (the "Corporation"), and PAUL...Stock Appreciation Rights Plan and Agreement • March 30th, 1998 • Usf&g Corp • Fire, marine & casualty insurance • Maryland
FIVE-YEAR CREDIT AND REIMBURSEMENT AGREEMENT dated as ofCredit and Reimbursement Agreement • March 30th, 1998 • Usf&g Corp • Fire, marine & casualty insurance • New York
EXECUTIVE CONSULTING AGREEMENT EXECUTIVE CONSULTING AGREEMENT, entered into this 24th day of July, 1996, effective January 2, 1997, between USF&G CORPORATION, a Maryland corporation (the "Corporation"), and PAUL B. INGREY (the "Consultant"). W I T N E...Executive Consulting Agreement • March 30th, 1998 • Usf&g Corp • Fire, marine & casualty insurance • Maryland
