TOIndenture • August 29th, 2000 • St Paul Companies Inc /Mn/ • Fire, marine & casualty insurance • New York
EXHIBIT 8 PLEDGE AGREEMENT This Agreement is made as of the 6th day of June, 2001 by Select Comfort Corporation, a Minnesota corporation (the "Debtor"), in favor of St. Paul Venture Capital VI, LLC, a Delaware limited liability company, as agent for...Pledge Agreement • June 8th, 2001 • St Paul Companies Inc /Mn/ • Fire, marine & casualty insurance
AGREEMENT AND PLAN OF MERGERMerger Agreement • January 29th, 1998 • St Paul Companies Inc /Mn/ • Fire, marine & casualty insurance • Maryland
EQUITY UNITSUnderwriting Agreement • August 1st, 2002 • St Paul Companies Inc /Mn/ • Fire, marine & casualty insurance • New York
DUE 2050 Certain Sections of this Indenture relating to Sections 310 through 318 of the Trust Indenture Act of 1939, as amended:Indenture • November 19th, 2001 • St Paul Companies Inc /Mn/ • Fire, marine & casualty insurance • New York
Exhibit 99(a) Note 12 - Discontinued Operations ---------------------------------- Life Insurance Segment ---------------------- On April 26, 2001, we announced an agreement by our subsidiary, St. Paul Fire and Marine Insurance Company ("Fire and...Purchase Agreement • October 15th, 2001 • St Paul Companies Inc /Mn/ • Fire, marine & casualty insurance
Life Insurance Segment ---------------------- On April 26, 2001, we announced an agreement by our subsidiary, St. Paul Fire and Marine Insurance Company ("Fire and Marine"), to sell its life insurance company, Fidelity and Guaranty Life Insurance Company, and its subsidiary, Thomas Jefferson Life, (together, "F&G Life") to Old Mutual plc ("Old Mutual") for $335 million in cash and $300 million in shares of Old Mutual stock. The consideration is subject to possible adjustment related to F&G Life's investment portfolio. If the market value of specified securities within that portfolio changes between March 31, 2001 and the closing date, or if any securities within that portfolio experience specified credit rating downgrades prior to closing, the consideration is subject to adjustment. Pursuant to the purchase agreement, The St. Paul, or any direct or indirect wholly owned subsidiary of The St. Paul, must hold the Old Mutual stock received for one year after the closing of the transaction
EXHIBIT 5 SECURITY AGREEMENT - PARENT AGREEMENT made as of this 6th day of June, 2001, by Select Comfort Corporation, a Minnesota corporation (hereinafter called "Debtor"), in favor of St. Paul Venture Capital VI, LLC, a Delaware limited liability...Security Agreement • June 8th, 2001 • St Paul Companies Inc /Mn/ • Fire, marine & casualty insurance
EXHIBIT 99 (a) ------------- SETTLEMENT AGREEMENT This Settlement Agreement (this "Agreement") is made by and among MacArthur Company ("MacArthur"), Western MacArthur Company ("Western MacArthur") and Western Asbestos Company ("Western Asbestos"),...Settlement Agreement • July 24th, 2002 • St Paul Companies Inc /Mn/ • Fire, marine & casualty insurance • California
AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required on Schedule 13D need be filed with respect to ownership by each of the...Agreement • November 16th, 2000 • St Paul Companies Inc /Mn/ • Fire, marine & casualty insurance
EXHIBIT 4 GUARANTYGuaranty • June 8th, 2001 • St Paul Companies Inc /Mn/ • Fire, marine & casualty insurance • Minnesota
DEBT SECURITIES -------------Underwriting Agreement • August 18th, 2000 • St Paul Companies Inc /Mn/ • Fire, marine & casualty insurance • New York
AMONGPledge Agreement • August 1st, 2002 • St Paul Companies Inc /Mn/ • Fire, marine & casualty insurance • New York
Exhibit (c)(3) SECOND SUPPLEMENTAL INDENTURE SECOND SUPPLEMENTAL INDENTURE, dated as of January 1, 1999 (this "Second Supplemental Indenture"), among St. Paul Fire and Marine Insurance Company ("F&M"), a Minnesota corporation and a wholly owned...Second Supplemental Indenture • February 5th, 1999 • St Paul Companies Inc /Mn/ • Fire, marine & casualty insurance • New York
DUE 2050 Certain Sections of this Indenture relating to Sections 310 through 318 of the Trust Indenture Act of 1939, as amended:Indenture • November 7th, 2001 • St Paul Companies Inc /Mn/ • Fire, marine & casualty insurance • New York
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 1999 • St Paul Companies Inc /Mn/ • Fire, marine & casualty insurance • Minnesota
THE ST. PAUL COMPANIES, INC. [ ]% TRUST PREFERRED SECURITIES ("TRUPS") ($25 STATED LIQUIDATION AMOUNT PER TRUPS) UNDERWRITING AGREEMENTUnderwriting Agreement • November 7th, 2001 • St Paul Companies Inc /Mn/ • Fire, marine & casualty insurance • New York
ARTICLE II TRUST INDENTURE ACTPreferred Securities Guarantee Agreement • November 19th, 2001 • St Paul Companies Inc /Mn/ • Fire, marine & casualty insurance • New York
Exhibit 4.4 DECLARATION OF TRUST This DECLARATION OF TRUST, dated as of October 29, 2001 (this "Declaration of Trust") between The St. Paul Companies, Inc., a Minnesota corporation (the "Sponsor"), and The Chase Manhattan Bank USA, National...Declaration of Trust • October 29th, 2001 • St Paul Companies Inc /Mn/ • Fire, marine & casualty insurance
PRICING AGREEMENTPricing Agreement • April 20th, 2000 • St Paul Companies Inc /Mn/ • Fire, marine & casualty insurance
ISSUED BYOffer to Purchase • February 5th, 1999 • St Paul Companies Inc /Mn/ • Fire, marine & casualty insurance
Exhibit 1 THE ST. PAUL COMPANIES, INC. Medium-Term Notes, Series D Distribution AgreementDistribution Agreement • January 29th, 2003 • St Paul Companies Inc /Mn/ • Fire, marine & casualty insurance • New York
EXHIBIT 7 SECURITY AGREEMENT - SUBSIDIARIES AGREEMENT made as of this 6th day of June, 2001, by Select Comfort Retail Corporation, a Minnesota corporation, Select Comfort Direct Corporation, a Minnesota corporation, Select Comfort SC Corporation, a...Security Agreement • June 8th, 2001 • St Paul Companies Inc /Mn/ • Fire, marine & casualty insurance
SELECT COMFORT CORPORATION REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement is made this 6th day of June, 2001 among Select Comfort Corporation, a Minnesota corporation (the "COMPANY"), each of the Note Holders (as defined below), each...Registration Rights Agreement • June 8th, 2001 • St Paul Companies Inc /Mn/ • Fire, marine & casualty insurance • Minnesota
EXHIBIT 10(a) May 4, 1998 Amended and Restated, August 5, 1999 Stephen W. Lilienthal St. Paul Fire and Marine Insurance Company 385 Washington Street St. Paul, MN 55102 Dear Steve: The purpose of this letter agreement ("Letter Agreement") is to...Executive Severance Agreement • August 18th, 2000 • St Paul Companies Inc /Mn/ • Fire, marine & casualty insurance
EXHIBIT 11 May 1, 2001 St. Paul Venture Capital VI, LLC 10400 Viking Drive, Suite 550 Eden Prairie, Minnesota 55344 Re: Select Comfort Corporation Ladies and Gentlemen: This letter will serve to confirm our agreement and understanding with you that...Voting Agreement • June 8th, 2001 • St Paul Companies Inc /Mn/ • Fire, marine & casualty insurance
This letter will serve to confirm our agreement and understanding with you that each of the undersigned agrees on behalf of itself and its heirs, beneficiaries, successors or assigns, to vote, or to cause its respective Transferees (as defined below) to vote, at the next annual or special meeting of shareholders of Select Comfort Corporation (the "Company") all shares of the Company's common stock now owned or hereafter acquired of record or beneficially by the undersigned, or its Transferees, as the case may be (collectively, the "Shares"), in favor of the proposal to approve the issuance of up to $12 million principal amount of convertible debentures, convertible at any time at the option of the holders into shares of the Company's common stock, and warrants to purchase shares of the Company's common stock, for purposes of Rule 4350 of the National Association of Securities Dealers, Inc. (the "Nasdaq Proposal"). As used herein, "Transferee" shall mean any person or entity to whom any
ARTICLE IPurchase Contract Agreement • August 1st, 2002 • St Paul Companies Inc /Mn/ • Fire, marine & casualty insurance • New York
EXHIBIT 2 SELECT COMFORT CORPORATION NOTE PURCHASE AGREEMENTNote Purchase Agreement • June 8th, 2001 • St Paul Companies Inc /Mn/ • Fire, marine & casualty insurance • Minnesota
EXHIBIT 5 May 1, 2001 St. Paul Venture Capital VI, LLC 10400 Viking Drive, Suite 550 Eden Prairie, Minnesota 55344 Re: Select Comfort Corporation Ladies and Gentlemen: This letter will serve to confirm our agreement and understanding with you that...Voting Agreement • May 4th, 2001 • St Paul Companies Inc /Mn/ • Fire, marine & casualty insurance
This letter will serve to confirm our agreement and understanding with you that each of the undersigned agrees on behalf of itself and its heirs, beneficiaries, successors or assigns, to vote, or to cause its respective Transferees (as defined below) to vote, at the next annual or special meeting of shareholders of Select Comfort Corporation (the "Company") all shares of the Company's common stock now owned or hereafter acquired of record or beneficially by the undersigned, or its Transferees, as the case may be (collectively, the "Shares"), in favor of the proposal to approve the issuance of up to $12 million principal amount of convertible debentures, convertible at any time at the option of the holders into shares of the Company's common stock, and warrants to purchase shares of the Company's common stock, for purposes of Rule 4350 of the National Association of Securities Dealers, Inc. (the "Nasdaq Proposal"). As used herein, "Transferee" shall mean any person or entity to whom any
January 18, 1998 Mr. Norman Blake 7117 Bellona Avenue Baltimore, MD 21212 Dear Mr. Blake: Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 19, 1998, among Parent ("Parent"), Merger Subsidiary ("Sub") and USF&G...Severance Agreement • March 27th, 1998 • St Paul Companies Inc /Mn/ • Fire, marine & casualty insurance
Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 19, 1998, among Parent ("Parent"), Merger Subsidiary ("Sub") and USF&G Corporation (the "Company"), Sub will merge with and into the Company ("Merger"), subject to the terms and conditions set forth in the Merger Agreement. Capitalized terms which are used but not defined herein shall have the meanings ascribed to such terms in the Severance Agreement (as defined below) or in the Merger Agreement.
Exhibit 4.9 COMMON SECURITIES GUARANTEE AGREEMENT ST. PAUL CAPITAL TRUST I DATED AS OF NOVEMBER __, 2001 TABLE OF CONTENTSCommon Securities Guarantee Agreement • November 7th, 2001 • St Paul Companies Inc /Mn/ • Fire, marine & casualty insurance • New York
EXHIBIT 6 PATENT AND TRADEMARK SECURITY AGREEMENT - PARENT AGREEMENT made as of this 6th day of June, 2001, by Select Comfort Corporation, a Minnesota corporation (hereinafter called "Debtor"), in favor of St. Paul Venture Capital VI, LLC, a Delaware...Patent and Trademark Security Agreement • June 8th, 2001 • St Paul Companies Inc /Mn/ • Fire, marine & casualty insurance • Minnesota
EXHIBIT I Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required on Schedule 13G need be filed with respect to ownership by each of the...Exhibit Agreement • March 8th, 2000 • St Paul Companies Inc /Mn/ • Fire, marine & casualty insurance
Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required on Schedule 13G need be filed with respect to ownership by each of the undersigned of shares of Common Stock of Select Comfort Corporation.
TRAVELERS PERFORMANCE SHARES AWARD NOTIFICATION AND AGREEMENT (This award must be accepted within 90 days after the Grant Date shown below or it will be forfeited. Refer below to Section 18.)Performance Shares Award Agreement • February 16th, 2023 • Travelers Companies, Inc. • Fire, marine & casualty insurance
Participant: “NAME” Grant Date: “GRANT DATE” Number of Performance Shares: “GRANTED” Performance Period: XXXXX XX, 20XX to XXXXX XX, 20XX
6,180,000 Shares SELECT COMFORT CORPORATION COMMON STOCK UNDERWRITING AGREEMENT Dated May 8, 2003Underwriting Agreement • May 16th, 2003 • St Paul Companies Inc /Mn/ • Fire, marine & casualty insurance • New York
Introduction. Certain shareholders of Select Comfort Corporation, a Minnesota corporation (the “Company”) named in Schedule B hereto (the “Selling Shareholders”) severally propose to sell to the several Underwriters an aggregate of 6,180,000 shares (the “Firm Shares”) of the Common Stock, par value $0.01 per share, of the Company (the “Common Stock”), with each Selling Shareholder selling the number of shares set forth opposite such Selling Shareholder’s name in Schedule B hereto and, at the election of the Underwriters, an option to purchase up to 927,000 additional shares of Common Stock to cover over-allotments (the “Additional Shares”; the Additional Shares, together with the Firm Shares, hereinafter collectively referred to as the “Shares”).
TRAVELERS RESTRICTED STOCK UNIT AWARD NOTIFICATION AND AGREEMENT (This award must be accepted within 90 days after the Grant Date shown below or it will be forfeited. Refer below to Section 16.)Restricted Stock Unit Award Agreement • February 16th, 2023 • Travelers Companies, Inc. • Fire, marine & casualty insurance
