EXHIBIT 4.1
CUSIP NO. 792860 50 4 $442,750,000
No. R-1
THE ST. PAUL COMPANIES, INC.
5.25% SENIOR NOTES DUE 2007
SPECIFIED CURRENCY: U.S. DOLLARS
ORIGINAL ISSUE DATE: INTEREST RATE: 5.25%, MATURITY DATE:
July 31, 2002 SUBJECT TO RESET August 16, 2007
INTEREST PAYMENTS: QUARTERLY ON FEBRUARY 16, MAY 16, AUGUST 16, AND
NOVEMBER 16, COMMENCING NOVEMBER 16, 2002
THE ST. PAUL COMPANIES, INC., a corporation duly organized and existing
under the laws of the State of Minnesota (herein called the "Company", which
term includes any successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to JPMORGAN CHASE BANK, as
Purchase Contract Agent, or registered assigns, the principal sum of
$442,750,000 (FOUR HUNDRED FORTY TWO MILLION SEVEN HUNDRED FIFTY THOUSAND
DOLLARS) on August 16, 2007, and to pay interest thereon from July 31, 2002 or
from the most recent Interest Payment Date to which interest has been paid or
duly provided for, quarterly in arrears on February 16, May 16, August 16 and
November 16 of each year, commencing November 16, 2002 (each, an "Interest
Payment Date"), initially at the rate of 5.25% per annum through and including
the day immediately preceding the Reset Effective Date (as defined on the
reverse hereof) and at the Reset Rate (as defined on the reverse hereof)
thereafter until the principal hereof shall have been paid or duly made
available for payment. The amount of interest payable on any Interest Payment
Date shall be computed on the basis of a 360-day year consisting of twelve
30-day months and, except as provided in the Indenture, the amount of interest
payable for any period shorter than a full quarterly period for which interest
is computed will be computed on the basis of the actual number of days elapsed
in such 90-day period. In any case where any Interest Payment Date of this
Security shall not be a Business Day, then (notwithstanding any other provision
of the Indenture or of the Securities of this series) payment of interest need
not be made on such date but may be made on the next succeeding Business Day
with the same force and effect as if made on the Interest Payment Date, provided
that no such interest shall accrue with respect to such payment, for the period
from and after such Interest Payment Date. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in said Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be February 1, May 1,
August 1 and November 1 (whether or not a Business Day), as the case may be,
preceding such Interest Payment Date. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than ten days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture.
Payment of the principal of (and premium, if any) and any such interest
on this Security will be made at the office or agency of the Company maintained
for that purpose in the Borough of Manhattan, The City of New York, in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that at the
option of the Company payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register or by wire transfer to an account in the United States
designated to the Trustee by a prior written notice by such Person delivered at
least five Business Days prior to the applicable Interest Payment Date.
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: July 31, 2002 THE ST. PAUL COMPANIES, INC.
By:
-----------------------
Name:
Title:
ATTEST:
- -----------------------
Corporate Secretary
[SEAL]
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TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
JPMORGAN CHASE BANK,
as Trustee,
By:
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Authorized Officer
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(REVERSE OF SECURITY)
THE ST. PAUL COMPANIES, INC.
5.25% SENIOR NOTES DUE 2007
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of March 12, 2002 (herein called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and JPMorgan Chase Bank, as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), as supplemented by a Board Resolution dated July 25, 2002, and
reference is hereby made to the Indenture for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities of this series and of the terms
upon which such Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof limited in aggregate
principal amount to $442,750,000.
The Securities of this series were initially issued as components of
the Company's equity units that are in the form of corporate units (each, a
"Corporate Unit"), each such Corporate Unit initially consisting of (a) a stock
purchase contract (each, a "Purchase Contract") under which (i) the holder will
agree to purchase from the Company on August 16, 2005, a specified number of
newly issued shares of common stock, without par value, of the Company and (ii)
the Company will pay to the holder quarterly contract adjustment payments and
(b) $50 principal amount of the Securities of this series. In accordance with
the terms of the Purchase Contract Agreement, dated as of July 31, 2002 (the
"Purchase Contract Agreement"), between the Company and JPMorgan Chase Bank, as
purchase contract agent (the "Purchase Contract Agent"), on their initial
issuance the Securities of this series were pledged by the Purchase Contract
Agent, on behalf of the holders of the Corporate Units, to BNY Midwest Trust
Company, as collateral agent (the "Collateral Agent"), pursuant to the Pledge
Agreement, dated as of July 31, 2002 (the "Pledge Agreement"), among the
Company, the Purchase Contract Agent and the Collateral Agent, to secure such
holders' obligations to purchase shares of the common stock of the Company under
the Purchase Contracts.
The interest rate on this Security shall be reset to the Reset Rate,
effective as of the Reset Effective Date, in the event of a successful
remarketing of the Securities of this series pursuant to the Remarketing
Agreement (the "Remarketing Agreement") to be entered into among the Company,
JPMorgan Chase Bank, as Purchase Contract Agent and as attorney-in-fact of the
holders of Purchase Contracts, and a remarketing agent to be designated by the
Company (the "Remarketing Agent"). Pursuant to the Remarketing Agreement, the
Remarketing Agent shall use its reasonable best efforts to remarket the
Securities of this series at a specified aggregate price on the third Business
Day
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immediately preceding May 16, 2005, and, if the remarketing on such date is
unsuccessful or has not occurred because a condition precedent thereto has not
been fulfilled, on the third Business Day immediately preceding July 1, 2005,
and, if the remarketing on such date is unsuccessful or has not occurred because
a condition precedent thereto has not been fulfilled, on the third Business Day
immediately preceding August 16, 2005. If a remarketing is successful, the Reset
Rate shall be the interest rate at which the Securities of this series were
successfully remarketed, and the Reset Effective Date shall be the third
Business Day immediately following the date of such successful remarketing,
which is also the date on which such remarketing shall settle. If a remarketing
fails, the interest rate will not be reset at that time. In the event of a
successful remarketing, the interest rate on this Security shall be reset at the
Reset Rate as of the Reset Effective Date whether or not the Holder of this
Security shall have participated in such remarketing.
If a Tax Event (as defined below) occurs and is continuing, the Company
may, upon not more than 60 or less than 30 days' notice by mail, at its option,
redeem the Securities of this series, in whole, but not in part, at any time at
the Redemption Amount (as defined below) for each such Security, plus accrued
and unpaid interest on such Security with respect to any Interest Payment Date
on or prior to the date of redemption. If the Tax Event redemption occurs prior
to May 16, 2005, or, if the remarketing on the third Business Day prior to May
16, 2005 is unsuccessful, but the remarketing on the third Business Day prior to
July 1, 2005 is successful, prior to July 1, 2005 or if the remarketing on the
third Business Day prior to July 1, 2005 is unsuccessful, prior to August 16,
2005, the Redemption Amount for Securities of this series forming a part of the
Corporate Units will be distributed to the Collateral Agent, who in turn will
purchase the Treasury portfolio described below on behalf of the holders of the
Corporate Units of which the Securities of this series form a part and remit the
remainder of the Redemption Amount, if any, to the Purchase Contract Agent for
payment to the holders of such Corporate Units. The Treasury portfolio will be
substituted for the Securities and will be pledged to the Collateral Agent to
secure the Corporate Unit holders' obligations to purchase shares of common
stock of the Company under the Purchase Contracts.
"Tax Event" means the receipt by the Company of an opinion of
nationally recognized independent tax counsel experienced in such matters to the
effect that there is more than an insubstantial risk that interest or original
issue discount on the Securities of this series would not be deductible, in
whole or in part, by the Company for United States federal income tax purposes
as a result of any amendment to, change in, or announced proposed change in, the
laws, or any regulations thereunder, of the United States or any political
subdivision or taxing authority thereof or therein affecting taxation, any
amendment to or change in an interpretation or application of any such laws or
regulations by any legislative body, court, governmental agency or regulatory
authority or any interpretation or pronouncement that provides for a position
with respect to any such laws or regulations that differs from the generally
accepted position on July 25, 2002, which amendment, change or proposed change
is effective or which interpretation or pronouncement is announced on or after
July 25, 2002.
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The Treasury portfolio to be purchased on behalf of the holders of
Corporate Units will consist of interest or principal strips of U.S. Treasury
securities of this series which mature on or prior to August 15, 2005 in an
aggregate amount equal to the aggregate principal amount of the Securities of
this series included in Corporate Units and with respect to each scheduled
Interest Payment Date on the Securities of this series that occurs after the Tax
Event redemption date and on or before August 16, 2005, interest or principal
strips of U.S. Treasury securities which mature on or prior to such Interest
Payment Date in an aggregate amount equal to the aggregate interest payment that
would be due on the aggregate principal amount of the Securities of this series
on such date if the interest rate of the Securities was not reset on the
applicable Reset Effective Date.
Solely for purposes of determining the Treasury portfolio purchase
price in the case of a Tax Event redemption date that occurs after August 15,
2005 or the earlier successful remarketing of the Securities of this series,
"Treasury portfolio" shall mean a portfolio of zero-coupon U.S. Treasury
securities consisting of principal or interest strips of U.S. Treasury
securities which mature on or prior to August 15, 2007 in an aggregate amount
equal to the aggregate principal amount of the Securities of this series
outstanding on the Tax Event redemption date and with respect to each scheduled
Interest Payment Date on the Securities of this series that occurs after the Tax
Event redemption date, interest or principal strips of U.S. Treasury securities
which mature on or prior to such Interest Payment Date in an aggregate amount
equal to the aggregate interest payment that would be due on the aggregate
principal amount of the Securities of this series outstanding on the Tax Event
redemption date.
"Redemption Amount" means for each Security of this series an amount in
cash equal to (1) in the case of a Tax Event redemption occurring prior to May
16, 2005, or, if the remarketing on the third Business Day prior to May 16, 2005
shall be unsuccessful but the remarketing on the third Business Day prior to
July 1, 2005 is successful, prior to July 1, 2005, or prior to August 16, 2005
if the remarketing on the third Business Day prior to July 1, 2005 shall be
unsuccessful, the product of (a) the principal amount of such Security and (b) a
fraction whose (i) numerator is the Treasury Portfolio Purchase Price (as
defined below) and whose (ii) denominator is the aggregate principal amount of
Securities of this series included in Corporate Units, and (2) in the case of a
Tax Event redemption occurring on or after May 16, 2005 (if the remarketing on
the third Business Day prior to May 16, 2005 is successful), or, if the
remarketing on the third Business Day prior to July 1, 2005 shall be successful,
on or after July 1, 2005, or on or after August 16, 2005 the product of (a) the
principal amount of such Security and (b) a fraction whose (i) numerator is the
Treasury Portfolio Purchase Price and (ii) whose denominator is the aggregate
principal amount of the Securities of this series outstanding on the Tax Event
redemption date.
"Treasury Portfolio Purchase Price" means the lowest aggregate price
quoted by a primary U.S. government securities dealer in New York City to the
quotation agent (as defined below) on the third Business Day immediately
preceding the Tax Event
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redemption date for the purchase of the Treasury portfolio for settlement on the
tax event redemption date.
"Quotation agent" means Merrill Lynch Government Securities, Inc. or
its successor or any other primary U.S. government securities dealer in The City
of New York (in the State of New York) selected by the Company.
If the remarketing of the Securities of this series on the third
Business Day prior to August 16, 2005 has occurred and has resulted in a failed
remarketing, each Holder of Securities of this series shall have the right (the
"Put Option") to put such Securities to the Company, on August 16, 2005, or if
such date is not a Business Day, on the next succeeding Business Day (the "Put
Option Settlement Date") at a repayment price equal to the principal amount of
such Securities plus an amount equal to any accrued and unpaid interest thereon
to the date of payment. In order for a Holder to exercise the Put Option, the
Trustee must receive, on or prior to 5:00 p.m., New York City time, on the
second Business Day immediately preceding the Put Option Settlement Date, at its
Corporate Trust Office, or at an office or agency maintained by the Company in
the Borough of Manhattan, The City of New York as contemplated by Section 1002
of the Indenture, the Securities of this series to be repurchased with the form
entitled "Option to Elect Repayment" on the reverse of or otherwise accompanying
such Securities duly completed. Any such notice received by the Trustee shall be
irrevocable. All questions as to the validity, eligibility (including time of
receipt) and acceptance of the Securities of this series for repayment shall be
determined by the Company, whose determination shall be final and binding.
Holders of Securities of this series will be notified not later than seven nor
more than 15 calendar days prior to the third Business Day immediately preceding
August 16, 2005 of the procedures that must be followed if such Holders wish to
exercise their Put Option. If the Put Option is exercised, the payment of the
repayment price in respect of this Security shall be made no later than 12:00
noon, New York City time, on the Put Option Settlement Date.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, an amount of principal of the Securities of this series
may be declared due and payable in the manner and with the effect provided in
the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the majority of the Holders in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of
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this Security and of any Security issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and any premium, and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
The Securities of this series are issuable only in registered form
without coupons in denominations of $50 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers this Security
to:
(insert address and zip code of assignee's social security or tax identification
number)
(insert address and zip code of assignee)
and irrevocably appoints agent to transfer
this security on the books of the Company. The agent may substitute another to
act for him or her.
Dated: Signature:
Signature Guarantee:
(Sign exactly as your name appears on the other side of this Security)
Signatures must be guaranteed by an "eligible guarantor institution meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.
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SCHEDULE OF INCREASES OR DECREASES IN
PLEDGED SECURITIES
The following increases or decreases in this pledged Securities certificate have
been made:
Amount of Amount of Amount of Signature of
Decrease in Increase in this Pledged Authorized
Principal Amount Principal Securities Officer of
of this Pledged Amount of this Certificate Trustee or
Securities Pledged Securities Following Such Securities
Date Certificate Certificate Decrease or Increase Custodian
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OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Company
to, in the event of a Final Failed Remarketing, repay $50 principal amount of
the _________ aggregate principal amount of 5.25% Senior Notes due 2007 (the
"Securities") held by the undersigned, pursuant to its terms on the "Put Option
Exercise Date," together with any interest thereon accrued but unpaid to the
date of repayment, to the undersigned at:
-------------------------------------------------
(Please Print or type Name and Address of the Undersigned)
and [insert if Security is in certificated form only - to issue to the
undersigned, pursuant to the terms of the Indenture, a new Security or
Securities representing the remaining aggregate principal amount of the
undersigned's Securities].
For this Option to Elect Repayment to be effective, [insert if Note is
in certificated form only, the undersigned's Securities, with] this Option to
Elect Repayment form duly completed, must be received by the Trustee at
[JPMorgan Chase Bank, 450 West 33rd Street, 15th Floor, New York, NY 10001,
Attn: Institutional Trust Services,] no later than 5:00 p.m. at least two
Business Days prior to August 16, 2005.
Dated: Signature:
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Signature Guarantee:
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Note: The signature to this Option to Elect Repayment must correspond with the
name as written upon the face of the Securities for which the Put Option is
being exercised in every particular without alteration or enlargement or any
change whatsoever.
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