Travelers 2004 Annual Report Download - page 230

EXHIBIT INDEX
Exhibit
Number Description of Exhibit
2.1 Agreement and Plan of Merger, dated as of November 16, 2003, as amended, among The St. Paul
Companies, Inc. (“SPC”), Travelers Property Casualty Corp. (“TPC”) and Adams Acquisition Corp.
(“Adams”), along with the related articles of incorporation amendments and bylaws amendment
(included as Appendices A, B, C and D, respectively, to the Joint Proxy Statement/Prospectus
forming a part of the registration statement) was filed as Exhibit 2.1 to the Registration Statement on
Form S-4, Amendment No. 1, of The St. Paul Companies, Inc. filed on February 13, 2004
(Registration No. 333-111072), and is incorporated herein by reference.
2.2 Second Amendment Agreement dated as of March 18, 2004 to the Agreement and Plan of Merger
dated as of November 16, 2003, as amended, by and among SPC, TPC and Adams was filed as
Exhibit 2.1 to the Form 8-K of SPC filed on March 18, 2004, and is incorporated herein by reference.
3.1 Amended and Restated Articles of Incorporation of The St. Paul Travelers Companies, Inc. (the
“Company”), effective as of April 1, 2004, were filed as Exhibit 3.1 to the Company’s Form 8-K
filed on April 1, 2004, and are incorporated herein by reference.
3.2† Amended and Restated Bylaws of the Company are filed herewith.
10.1 Intercompany Agreement, dated as of March 26, 2002, by and among TPC, The Travelers Insurance
Company and Citigroup Inc., was filed as Exhibit 10.1 to TPC’s quarterly report on Form 10-Q for
the fiscal quarter ended March 31, 2002, and is incorporated herein by reference.
10.2 Amendment No. 1 to Intercompany Agreement, dated as of August 19, 2002, amending that certain
Intercompany Agreement dated as of March 26, 2002, by and among TPC, The Travelers Insurance
Company and Citigroup Inc., was filed as Exhibit 10.1 to TPC’s quarterly report on Form 10-Q for
the fiscal quarter ended September 30, 2002, and is incorporated herein by reference.
10.3 Amended and Restated Tax Allocation Agreement, dated as of March 27, 2002, between TPC and
Citigroup Inc., was filed as Exhibit 10.2 to TPC’s quarterly report on Form 10-Q for the fiscal
quarter ended March 31, 2002, and is incorporated herein by reference.
10.4 Trademark License Agreement dated as of August 19, 2002, by and between TPC and The Travelers
Insurance Company, was filed as Exhibit 10.2 to TPC’s quarterly report on Form 10-Q for the fiscal
quarter ended September 30, 2002, and is incorporated herein by reference.
10.5 Transition Services Agreement dated as of August 19, 2002 by and between TPC and Citigroup Inc.,
was filed as Exhibit 10.3 to TPC’s quarterly report on Form 10-Q for the fiscal quarter ended
September 30, 2002, and is incorporated herein by reference.
10.6 Investment Management and Administrative Services Agreement dated as of August 6, 2002, by and
between Travelers Insurance Group Holdings, Inc. (“TIGHI”) and Citigroup Alternative Investments
LLC, was filed as Exhibit 10.4 to TPC’s quarterly report on Form 10-Q for the fiscal quarter ended
September 30, 2002, and is incorporated herein by reference.
10.7 Modification Agreement, dated as of March 31, 2004, to the Investment Management and
Administrative Services Agreement dated as of August 6, 2002 between TIGHI and Citigroup
Alternative Investments LLC was filed as Exhibit 10.7 to the Company’s quarterly report on Form
10-Q for the fiscal quarter ended March 31, 2004, and is incorporated herein by reference.
10.8* Employment Agreement between the Company and Jay S. Fishman was filed as Exhibit 10.1 to the
Company’s quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2004, and is
incorporated herein by reference.
218