Travelers 2005 Annual Report Download - page 247

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235
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 Incorporationof 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-Kfiled on April 1, 2004, and are incorporated herein by reference.
3.2 Amended and Restated Bylaws of the Company, effective as of February 7, 2006, were filed
as Exhibit 3.2 to the Company’s Form 8-K filed on February 10, 2006, and are incorporated
herein by reference.
10.1 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.
10.2 Revolving Credit Agreement, dated June10, 2005, between the Company and a syndicate of
financial institutions, was filed as Exhibit 10.1 to the Company’s Form 10-Q for the fiscal
quarter ended June30, 2005 and is incorporated herein by reference.
10.3 Repurchase Agreement, dated March 29, 2005, between the Company and Nuveen
Investments, Inc. was filed as Exhibit 10.1to the Company’s Form 8-K filed on April 1, 2005
and is incorporated herein by reference.
10.4 Separation Agreement, dated April 1, 2005, between the Company and Nuveen
Investments, Inc. was filed as Exhibit 10.2to the Company’s Form 8-K filed on April 1, 2005
and is incorporated herein by reference.
10.5 Forward Sale Agreement, dated April 6, 2005, among the Company, Merrill Lynch
International and Merrill Lynch, Pierce, Fenner & Smith, as agent and collateral agent, was
filed as Exhibit 10.2 to the Company’s Form 8-K filed on April 12, 2005 and is incorporated
herein by reference.
10.6 Forward Sale Agreement, dated April 6, 2005, among the Company, Morgan Stanley & Co.
International Limited and Morgan Stanley & Co. Incorporated, as agent and collateral agent,
was filed as Exhibit 10.3 to the Company’s Form 8-K filed on April 12, 2005 and is
incorporated herein by reference.