EXHIBIT 4.1 RIGHTS AGREEMENT RIGHTS AGREEMENT, dated as of March 21, 2002 (the "Agreement"), between Travelers Property Casualty Corp., a Connecticut corporation (the "Company"), and EquiServe Trust Company, N.A., a national banking association (the...Rights Agreement • May 15th, 2002 • Travelers Property Casualty Corp • Fire, marine & casualty insurance • Connecticut
by and between CITIGROUP INC. andIndemnification Agreement • March 20th, 2002 • Travelers Property Casualty Corp • Fire, marine & casualty insurance • New York
Exhibit 4.5 Travelers Property Casualty Corp. $400,000,000 3.75% Senior Notes Due 2008 $500,000,000 5.00% Senior Notes Due 2013 $500,000,000 6.375% Senior Notes Due 2033 Registration Rights AgreementRegistration Rights Agreement • April 1st, 2003 • Travelers Property Casualty Corp • Fire, marine & casualty insurance • New York
AGREEMENTConsulting Agreement • November 14th, 2002 • Travelers Property Casualty Corp • Fire, marine & casualty insurance • New York
DATED AS OFMerger Agreement • November 17th, 2003 • Travelers Property Casualty Corp • Fire, marine & casualty insurance • New York
EXHIBIT 4.2 RIGHTS AGREEMENT RIGHTS AGREEMENT, dated as of March __, 2002 (the "Agreement"), between Travelers Property Casualty Corp., a Connecticut corporation (the "Company"), and EquiServe Trust Company, N.A., a national banking association (the...Rights Agreement • March 20th, 2002 • Travelers Property Casualty Corp • Fire, marine & casualty insurance • Connecticut
Exhibit 10.11 EXECUTIVE EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the "Agreement") dated as of March 7, 2002, between Travelers Property Casualty Corp., a Connecticut corporation (the "Company"), and Robert I. Lipp (the "Executive") shall be...Executive Employment Agreement • October 25th, 2002 • Travelers Property Casualty Corp • Fire, marine & casualty insurance • New York
Exhibit 4.1 FIRST AMENDMENT TO RIGHTS AGREEMENT AMENDMENT dated as of November 16, 2003 (this "Amendment"), to the Rights Agreement dated as of March 21, 2002 (as amended, the "Rights Agreement"), between Travelers Property Casualty Corp. (the...Rights Agreement • December 11th, 2003 • Travelers Property Casualty Corp • Fire, marine & casualty insurance • Connecticut
EXHIBIT 10.22 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the "Agreement") dated as of November 16, 2003, between Travelers Property Casualty Corp., a Connecticut corporation (the "Company"), and Robert I. Lipp (the...Executive Employment Agreement • March 2nd, 2004 • Travelers Property Casualty Corp • Fire, marine & casualty insurance • New York
ARTICLE I DEFINITIONSTrademark License Agreement • November 14th, 2002 • Travelers Property Casualty Corp • Fire, marine & casualty insurance • New York
Exhibit 10.3 TRANSITION SERVICES AGREEMENT This Transition Services Agreement, is made effective as of August 19, 2002 (the "Effective Date"), by and between Travelers Property Casualty Corp. (formerly named Travelers Insurance Group Inc.), a...Transition Services Agreement • November 14th, 2002 • Travelers Property Casualty Corp • Fire, marine & casualty insurance • New York
EXHIBIT 1.1 Travelers Property Casualty Corp. 168,000,000 Shares(a) Class A Common Stock ($0.01 par value) U.S. Underwriting Agreementu.s. Underwriting Agreement • May 15th, 2002 • Travelers Property Casualty Corp • Fire, marine & casualty insurance • New York
Exhibit 1.2 Travelers Property Casualty Corp. 42,000,000 Shares(a) Class A Common Stock ($0.01 par value) International Underwriting AgreementInternational Underwriting Agreement • May 15th, 2002 • Travelers Property Casualty Corp • Fire, marine & casualty insurance • New York
Exhibit 10.2 AMENDED AND RESTATED TAX ALLOCATION AGREEMENT This Amended and Restated Agreement, dated as of March 27, 2002 and effective for taxable years commencing on or after January 1, 1996, is entered into by and between Citigroup Inc....Tax Allocation Agreement • May 15th, 2002 • Travelers Property Casualty Corp • Fire, marine & casualty insurance • New York
TOSupplemental Indenture • March 20th, 2002 • Travelers Property Casualty Corp • Fire, marine & casualty insurance • New York
Exhibit 10.1 Amendment No. 1 to the Intercompany Agreement This Amendment No. 1 to the Intercompany Agreement (the "Amendment"), dated as of August 19, 2002, is amending that certain Intercompany Agreement, dated as of March 26, 2002 (the...Intercompany Agreement • November 14th, 2002 • Travelers Property Casualty Corp • Fire, marine & casualty insurance • New York
TO THE BANK OF NEW YORK, TrusteeJunior Subordinated Debt Securities Indenture • May 15th, 2002 • Travelers Property Casualty Corp • Fire, marine & casualty insurance • New York
EXHIBIT 1.3 Travelers Property Casualty Corp. 4.5% Convertible Junior Subordinated Notes due 2032(a) Convertible Notes Underwriting AgreementConvertible Notes Underwriting Agreement • May 15th, 2002 • Travelers Property Casualty Corp • Fire, marine & casualty insurance • New York
Exhibit 10.4 INVESTMENT MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT Citigroup Alternative Investments LLC 399 Park Avenue - 7th Fl. New York, New York 10043 This Agreement (the "Agreement"), dated as of August 6, 2002, for the period April 1,...Investment Management and Administrative Services Agreement • November 14th, 2002 • Travelers Property Casualty Corp • Fire, marine & casualty insurance • New York
Exhibit 10.2 December 19, 2001 Travelers Property Casualty Corp. 1 Tower Square Hartford, CT 06183 Attention: William H. White Vice President and Treasurer Re: Line of Credit Ladies and gentlemen: This letter will confirm your and our agreement to the...Line of Credit Agreement • March 12th, 2002 • Travelers Property Casualty Corp • Fire, marine & casualty insurance
From the date of this letter, Citigroup Inc. (Citigroup) shall make available to Travelers Property Casualty Corp. (TPC), for its general corporate purposes, a $250 million revolving line of credit (the line of credit).
Exhibit 10.7 AMENDED AND RESTATED TAX ALLOCATION AGREEMENT This Amended and Restated Agreement, dated as of [ ], 2002 and effective for taxable years commencing on or after January 1, 1996, is entered into by and between Citigroup Inc. ("Citigroup"),...Tax Allocation Agreement • March 20th, 2002 • Travelers Property Casualty Corp • Fire, marine & casualty insurance • New York
ContractSecond Amendment Agreement • March 18th, 2004 • Travelers Property Casualty Corp • Fire, marine & casualty insurance
SECOND AMENDMENT AGREEMENT (this “Second Amendment Agreement”) dated as of March 18, 2004 by and among The St. Paul Companies, Inc., a Minnesota corporation (“Parent”), Travelers Property Casualty Corp., a Connecticut corporation (the “Company”), and Adams Acquisition Corp., a Connecticut corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”).
