-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GjdhsnR94grpzCG4qJsRPcZSg4VvO3VqRSE4DD62XRAyVRNy8Uh4ETW9b6W5vhfx VA6mjfd/bNSnDnIU/pIonw== 0000891836-98-000704.txt : 19981126 0000891836-98-000704.hdr.sgml : 19981126 ACCESSION NUMBER: 0000891836-98-000704 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19981125 EFFECTIVENESS DATE: 19981125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ST PAUL COMPANIES INC /MN/ CENTRAL INDEX KEY: 0000086312 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 410518860 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-67983 FILM NUMBER: 98759733 BUSINESS ADDRESS: STREET 1: 385 WASHINGTON ST CITY: SAINT PAUL STATE: MN ZIP: 55102 BUSINESS PHONE: 6123107911 FORMER COMPANY: FORMER CONFORMED NAME: SAINT PAUL COMPANIES INC DATE OF NAME CHANGE: 19900730 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on November 25, 1998 Registration No. 333- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- THE ST. PAUL COMPANIES, INC. (Exact name of registrant as specified in its charter) MINNESOTA 41-0518860 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) --------------------- 385 Washington Street St. Paul, Minnesota 55102 (651) 310-7911 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) --------------------- ST. PAUL MANAGEMENT LIMITED EMPLOYEE SHARE PARTICIPATION PLAN (Full title of the plan) ---------------------- BRUCE A. BACKBERG, ESQ. SENIOR VICE PRESIDENT AND CHIEF LEGAL OFFICER THE ST. PAUL COMPANIES, INC. 385 WASHINGTON STREET ST. PAUL, MINNESOTA 55102 (651) 310-7911 (Name and address, including zip code, and telephone number, including area code, of agent for service) ------------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: IMMEDIATELY UPON THE FILING OF THIS REGISTRATION STATEMENT -----------------------------
CALCULATION OF REGISTRATION FEE =========================================================================================================================== PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF REGISTERED REGISTERED(1) SHARE(2) PRICE(2) REGISTRATION FEE - -------------------------------------------------------------------------------------------------------------------------- Common Stock, no par value per share(3) 9,000 shares $36.7500 $330,750 $91.95 =========================================================================================================================== (1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement includes an indeterminate number of additional shares as may be issuable as a result of anti-dilution provisions described in the Plan. (2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended, on the basis of the average between the high and low reported sale prices of the Registrant's Common Stock on November 23, 1998, as reported on the New York Stock Exchange. (3) Each share of Common Stock includes a right to purchase a fractional share of the Registrant's Series A Preferred Stock (a "Right").
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed by The St. Paul Companies, Inc. (the "Company" or the "Registrant") (File No. 0-3021) with the Securities and Exchange Commission (the "Commission") are incorporated by reference into this Registration Statement: (1) the Company's Annual Report on Form 10-K for the year ended December 31, 1997; (2) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1998, June 30, 1998 and September 30, 1998; (3) the Company's Current Reports on Form 8-K, dated January 19, 1998, January 26, 1998, February 26, 1998, April 24, 1998, April 27, 1998, May 5, 1998, May 14, 1998, May 22, 1998, June 8, 1998, July 8, 1998, August 3, 1998, August 20, 1998, October 6, 1998, October 12, 1998, November 3, 1998; (4) all other reports filed with the Commission by the Company pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") since December 31, 1997; (5) the description of the Company's Common Stock, no par value (the "Common Stock") contained in its Registration Statement on Form 8-A, including any amendments or reports filed for the purpose of updating such description; and (6) the description of the Company's Series A Preferred Stock and Rights to purchase Series A Preferred Stock contained in its Registration Statement on Form 8-A, including any amendments or reports filed for the purpose of updating such description. All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all shares of Common Stock offered pursuant to this Registration Statement have been sold or that deregisters all shares of Common Stock then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. The combination of the Company and its subsidiaries and USF&G Corporation and its subsidiaries is reflected in the supplemental consolidated balance sheets as of December 31, 1997 and 1996, and the related supplemental consolidated statements of income, shareholders' equity, comprehensive income and cash flows for each of the years in the three-year period ended December 31, 1997, which appear in the Company's Current Report on Form 8-K filed on October 6, 1998 (USF&G Corporation's financial statements were not presented separately in this Current Report on Form 8-K), have been incorporated herein by reference in reliance upon the reports of KPMG Peat Marwick LLP and Ernst & Young LLP, independent certified public accountants, incorporated herein by reference, and upon the authority of said firms as experts in accounting and auditing. The historical consolidated financial statements of the Company and its subsidiaries and the related financial statement schedules, as of December 31, 1997 and 1996, and for each of the years in the three-year period ended December 31, 1997, which appear or are incorporated by reference in the Company's Current Report on Form 8-K filed on February 26, 1998 and in the Company's Annual Report on Form 10-K for the year ended December 31, 1997, prior to their restatement for the pooling-of-interests with USF&G Corporation, have been incorporated herein by reference in reliance upon the report of KPMG Peat Marwick LLP, independent certified public accountants, incorporated herein by reference, and upon the authority of said firm as experts in accounting and auditing. The consolidated statements of financial condition of USF&G Corporation and its subsidiaries as of December 31, 1997 and 1996, and the related consolidated statements of operations, shareholders' equity and cash flows for each of the years in the three-year period ended December 31, 1997, which appear in the Company's Current Report on Form 8-K filed on April 24, 1998, have been audited by Ernst & Young LLP, independent certified public accountants, as stated in their report thereon dated February 20, 1998 and incorporated herein by reference. Such financial statements have been incorporated herein by reference in reliance upon the report given upon the authority of such firm as experts in accounting and auditing. To the extent that KPMG Peat Marwick LLP audits and reports on the financial statements of the Company issued at future dates, and consents to the use of their reports thereon, such financial statements also will be incorporated by reference in this Registration Statement in reliance upon their reports and said authority. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable - the Company's Common Stock and Rights to be offered pursuant to this Registration Statement have been registered under Section 12 of the Exchange Act as described in Item 3 of this Part II. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. 2 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Minnesota Statute Section 302A.521 provides that a Minnesota business corporation shall indemnify any director, officer, or employee of the corporation made or threatened to be made a party to a proceeding, by reason of the former or present official capacity (as defined) of the person, against judgments, penalties, fines, settlements and reasonable expenses incurred by the person in connection with the proceeding if certain statutory standards are met. "Proceeding" means a threatened, pending or completed civil, criminal, administrative, arbitration or investigative proceeding, including one by or in the right of the corporation. Section 302A.521 contains detailed terms regarding such right of indemnification and reference is made thereto for a complete statement of such indemnification rights. The Bylaws of the Company provide, subject to certain exceptions, that directors and officers of the Company and certain others shall be indemnified by the Company to the fullest extent permitted or required by Minnesota Statute Section 302A.521. The Company maintains directors' and officers' liability insurance, including a reimbursement policy in favor of the Company. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable - no securities are to be re-offered or resold pursuant to this Registration Statement. ITEM 8. EXHIBITS. 4.1 Articles of Incorporation of the Company (incorporated by reference to Exhibit 3(i) to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995 (File No. 0-3021)). 4.2 Bylaws of the Company (incorporated by reference to Exhibit 3(ii) to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994 (File No. 0-3021)). 4.3 Amended and Restated Shareholder Protection Rights Agreement (incorporated by reference to Exhibit 4(i) to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995 (File No. 0-3021)). 5.1 Opinion and Consent of Sandra Ulsaker Wiese, Esq. (filed herewith electronically). 23.1 Consent of Sandra Ulsaker Wiese, Esq. (included in Exhibit 5.1). 23.2 Independent Auditors' Consent of KPMG Peat Marwick LLP (filed herewith electronically). 23.3 Independent Auditors' Consent of Ernst & Young LLP (filed herewith electronically). 24.1 Powers of Attorney (filed herewith electronically). 3 ITEM 9. UNDERTAKINGS. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933 if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in this registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement; PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 4 Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Paul, State of Minnesota, on November 25, 1998. THE ST. PAUL COMPANIES, INC. By: /s/ Bruce A. Backberg ------------------------------------------ Bruce A. Backberg Senior Vice President and Chief Legal Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons and in the capacities indicated on November 25, 1998: /s/ Douglas W. Leatherdale Chairman, President and Chief - ---------------------------------------- Executive Officer (Principal Douglas W. Leatherdale Executive Officer) /s/ Paul J. Liska Executive Vice President and - ---------------------------------------- Chief Financial Officer (Principal Paul J. Liska Financial Officer) /s/ Thomas A. Bradley* Senior Vice President and - ---------------------------------------- Controller (Principal Accounting Thomas A. Bradley Officer) /s/ H. Furlong Baldwin* Director - ---------------------------------------- H. Furlong Baldwin /s/ Norman P. Blake* Director - ---------------------------------------- Norman P. Blake /s/ Michael A. Bonsignore* Director - ---------------------------------------- Michael A. Bonsignore /s/ John H. Dasburg* Director - ---------------------------------------- John H. Dasburg /s/ W. John Driscoll* Director - ---------------------------------------- W. John Driscoll /s/ Kenneth M. Duberstein Director - ---------------------------------------- Kenneth M. Duberstein /s/ Pierson M. Grieve* Director - ---------------------------------------- Pierson M. Grieve /s/ Thomas R. Hodgson* Director - ---------------------------------------- Thomas R. Hodgson 6 /s/ David G. John* Director - ---------------------------------------- David G. John /s/ William H. Kling* Director - ---------------------------------------- William H. Kling /s/ Bruce K. MacLaury* Director - ---------------------------------------- Bruce K. MacLaury /s/ Glen D. Nelson, M.D.* Director - ---------------------------------------- Glen D. Nelson, M.D. /s/ Anita M. Pampusch* Director - ---------------------------------------- Anita M. Pampusch /s/ Gordon M. Sprenger* Director - ---------------------------------------- Gordon M. Sprenger *By: /s/ Sandra Ulsaker Wiese ------------------------------------ Sandra Ulsaker Wiese Attorney-in-Fact 7 INDEX TO EXHIBITS ITEM - ---- NO. ITEM METHOD OF FILING --- ---- ---------------- 4.1 Articles of Incorporation of the Company . . . . Incorporated by reference to Exhibit 3(i) to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995 (File No. 0-3021). 4.2 Bylaws of the Company. . . . . . . . . . . . . . Incorporated by reference to Exhibit 3(ii) to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994 (File No. 0-3021). 4.3 Amended and Restated Shareholder Protection Rights Agreement . . . . . . . . . . . . . . . . Incorporated by reference to Exhibit 4(i) to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995 (File No. 0-3021). 5.1 Opinion and Consent of Sandra Ulsaker Wiese, Esq. . . . . . . . . . . . . . . . . . . . . . . Filed herewith electronically. 23.1 Consent of Sandra Ulsaker Wiese, Esq.. . . . . . Included in Exhibit 5.1. 23.2 Independent Auditors' Consent of KPMG Peat Marwick LLP . . . . . . . . . . . . . . . . Filed herewith electronically. 23.3 Independent Auditors' Consent of Ernst & Young LLP. . . . . . . . . . . . . . . . . . . . Filed herewith electronically. 24.1 Powers of Attorney . . . . . . . . . . . . . . . Filed herewith electronically. 8 EX-5.1 2 OPINION & CONSENT OF SANDRA ULSAKER WIESE, ESQ. EXHIBIT 5.1 November 25, 1998 The St. Paul Companies, Inc. 385 Washington Street St. Paul, Minnesota 55102 RE: REGISTRATION STATEMENT ON FORM S-8 Gentlemen: I have acted as counsel to The St. Paul Companies, Inc., a Minnesota corporation (the "Company"), in connection with the registration by the Company of 9,000 shares of the Company's Common Stock, no par value (the "Shares"), pursuant to the Company's Registration Statement on Form S-8 filed with the Securities and Exchange Commission on or about November 25, 1998 (the "Registration Statement"). In this connection, I have examined originals or copies, certified or otherwise identified to my satisfaction, of such corporate records, certificates and written and oral statements of officers and accountants of the Company and of public officials, and other documents that I have considered necessary and appropriate for this opinion. In connection with my examination, I have assumed the genuineness of all signatures, the authenticity of all documents tendered to me as originals, the legal capacity of all natural persons, and the conformity to original documents submitted to me as certified or photostatic copies. Based on the foregoing, it is my opinion that: 1. The Company has corporate authority to issue and register the Shares in the manner and under the terms set forth in the Registration Statement. 2. The 9,000 shares of Common Stock that are being registered for sale by the Company under the Registration Statement have been duly authorized and, when issued, delivered and paid for in accordance with the Plan referred to in the Registration Statement, will be validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to its use as part of the Registration Statement. Very truly yours, /s/ Sandra Ulsaker Wiese Sandra Ulsaker Wiese, Esq. EX-23.2 3 CONSENT OF KPMG PEAT MARWICK LLP EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT The Board of Directors The St. Paul Companies, Inc.: We consent to the use of our reports incorporated herein by reference and to the references to our firm under the heading "Incorporation of Documents by Reference" in the registration statement. Our report which appears in the Form 8-K of The St. Paul Companies, Inc. filed with the Securities and Exchange Commission on October 6, 1998, states the consolidated financial statements of USF&G Corporation, a wholly-owned subsidiary of The St. Paul Companies, Inc., which statements reflect total assets constituting 43 percent and 41 percent as of December 31, 1997 and 1996 and total revenues constituting 35 percent, 38 percent and 41 percent for the years ended December 31, 1997, 1996 and 1995, respectively, of the related consolidated totals were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for USF&G Corporation, is based solely on the report of such other auditors. /s/ KPMG Peat Marwick LLP Minneapolis, Minnesota November 24, 1998 EX-23.3 4 CONSENT OF ERNST & YOUNG LLP EXHIBIT 23.3 INDEPENDENT AUDITORS' CONSENT We consent to the reference to our firm under the caption "Incorporation of Documents by Reference" in the Registration Statement on Form S-8 of The St. Paul Companies, Inc., and to the use of our report dated February 20, 1998, with respect to the consolidated financial statements and schedules of USF&G Corporation for the year ended December 31, 1997 included in The St. Paul Companies, Inc.'s Current Report on Form 8-K dated April 28, 1998 (these financial statements and schedules are not presented herein), filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Baltimore, Maryland November 25, 1998 EX-24.1 5 POWERS OF ATTORNEY POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of The St. Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby make, nominate and appoint Bruce A. Backberg and Sandra Ulsaker Wiese, or either of them, to be my attorney-in-fact, with full power and authority to sign on my behalf a Registration Statement on Form S-8 of The St. Paul Companies, Inc. (the "Registration Statement") relating to shares of common stock of The St. Paul to be purchased for the Irish Profit Sharing Plan, and any or all amendments (including post-effective amendments) thereto, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, provided that the Registration Statement and any amendments thereto, in their final form, are reviewed by said attorney-in-fact, and shall have the same force and effect as though I had manually signed such Registration Statement or amendments. Dated: November 10, 1998 SIGNATURE: /s/ Thomas A. Bradley ----------------------------------- NAME: Thomas A. Bradley POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of The St. Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby make, nominate and appoint Bruce A. Backberg and Sandra Ulsaker Wiese, or either of them, to be my attorney-in-fact, with full power and authority to sign on my behalf a Registration Statement on Form S-8 of The St. Paul Companies, Inc. (the "Registration Statement") relating to shares of common stock of The St. Paul to be purchased for the Irish Profit Sharing Plan, and any or all amendments (including post-effective amendments) thereto, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, provided that the Registration Statement and any amendments thereto, in their final form, are reviewed by said attorney-in-fact, and shall have the same force and effect as though I had manually signed such Registration Statement or amendments. Dated: November 3, 1998 SIGNATURE: /s/ H. Furlong Baldwin ----------------------------------- NAME: H. Furlong Baldwin POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of The St. Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby make, nominate and appoint Bruce A. Backberg and Sandra Ulsaker Wiese, or either of them, to be my attorney-in-fact, with full power and authority to sign on my behalf a Registration Statement on Form S-8 of The St. Paul Companies, Inc. (the "Registration Statement") relating to shares of common stock of The St. Paul to be purchased for the Irish Profit Sharing Plan, and any or all amendments (including post-effective amendments) thereto, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, provided that the Registration Statement and any amendments thereto, in their final form, are reviewed by said attorney-in-fact, and shall have the same force and effect as though I had manually signed such Registration Statement or amendments. Dated: November 3, 1998 SIGNATURE: /s/ Norman P. Blake ----------------------------------- NAME: Norman P. Blake POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of The St. Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby make, nominate and appoint Bruce A. Backberg and Sandra Ulsaker Wiese, or either of them, to be my attorney-in-fact, with full power and authority to sign on my behalf a Registration Statement on Form S-8 of The St. Paul Companies, Inc. (the "Registration Statement") relating to shares of common stock of The St. Paul to be purchased for the Irish Profit Sharing Plan, and any or all amendments (including post-effective amendments) thereto, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, provided that the Registration Statement and any amendments thereto, in their final form, are reviewed by said attorney-in-fact, and shall have the same force and effect as though I had manually signed such Registration Statement or amendments. Dated: November 3, 1998 SIGNATURE: /s/ Michael R. Bonsignore ----------------------------------- NAME: Michael R. Bonsignore POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of The St. Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby make, nominate and appoint Bruce A. Backberg and Sandra Ulsaker Wiese, or either of them, to be my attorney-in-fact, with full power and authority to sign on my behalf a Registration Statement on Form S-8 of The St. Paul Companies, Inc. (the "Registration Statement") relating to shares of common stock of The St. Paul to be purchased for the Irish Profit Sharing Plan, and any or all amendments (including post-effective amendments) thereto, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, provided that the Registration Statement and any amendments thereto, in their final form, are reviewed by said attorney-in-fact, and shall have the same force and effect as though I had manually signed such Registration Statement or amendments. Dated: November 10, 1998 SIGNATURE:/s/ John H. Dasburg ----------------------------------- NAME: John H. Dasburg POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of The St. Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby make, nominate and appoint Bruce A. Backberg and Sandra Ulsaker Wiese, or either of them, to be my attorney-in-fact, with full power and authority to sign on my behalf a Registration Statement on Form S-8 of The St. Paul Companies, Inc. (the "Registration Statement") relating to shares of common stock of The St. Paul to be purchased for the Irish Profit Sharing Plan, and any or all amendments (including post-effective amendments) thereto, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, provided that the Registration Statement and any amendments thereto, in their final form, are reviewed by said attorney-in-fact, and shall have the same force and effect as though I had manually signed such Registration Statement or amendments. Dated: November 3, 1998 SIGNATURE:/s/ W. John Driscoll ----------------------------------- NAME: W. John Driscoll POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of The St. Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby make, nominate and appoint Bruce A. Backberg and Sandra Ulsaker Wiese, or either of them, to be my attorney-in-fact, with full power and authority to sign on my behalf a Registration Statement on Form S-8 of The St. Paul Companies, Inc. (the "Registration Statement") relating to shares of common stock of The St. Paul to be purchased for the Irish Profit Sharing Plan, and any or all amendments (including post-effective amendments) thereto, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, provided that the Registration Statement and any amendments thereto, in their final form, are reviewed by said attorney-in-fact, and shall have the same force and effect as though I had manually signed such Registration Statement or amendments. Dated: November 3, 1998 SIGNATURE:/s/ Kenneth M. Duberstein ----------------------------------- NAME: Kenneth M. Duberstein POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of The St. Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby make, nominate and appoint Bruce A. Backberg and Sandra Ulsaker Wiese, or either of them, to be my attorney-in-fact, with full power and authority to sign on my behalf a Registration Statement on Form S-8 of The St. Paul Companies, Inc. (the "Registration Statement") relating to shares of common stock of The St. Paul to be purchased for the Irish Profit Sharing Plan, and any or all amendments (including post-effective amendments) thereto, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, provided that the Registration Statement and any amendments thereto, in their final form, are reviewed by said attorney-in-fact, and shall have the same force and effect as though I had manually signed such Registration Statement or amendments. Dated: November 13, 1998 SIGNATURE:/s/ Pierson M. Grieve ----------------------------------- NAME: Pierson M. Grieve POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of The St. Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby make, nominate and appoint Bruce A. Backberg and Sandra Ulsaker Wiese, or either of them, to be my attorney-in-fact, with full power and authority to sign on my behalf a Registration Statement on Form S-8 of The St. Paul Companies, Inc. (the "Registration Statement") relating to shares of common stock of The St. Paul to be purchased for the Irish Profit Sharing Plan, and any or all amendments (including post-effective amendments) thereto, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, provided that the Registration Statement and any amendments thereto, in their final form, are reviewed by said attorney-in-fact, and shall have the same force and effect as though I had manually signed such Registration Statement or amendments. Dated: November 3, 1998 SIGNATURE:/s/ Thomas R. Hodgson ----------------------------------- NAME: Thomas R. Hodgson POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of The St. Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby make, nominate and appoint Bruce A. Backberg and Sandra Ulsaker Wiese, or either of them, to be my attorney-in-fact, with full power and authority to sign on my behalf a Registration Statement on Form S-8 of The St. Paul Companies, Inc. (the "Registration Statement") relating to shares of common stock of The St. Paul to be purchased for the Irish Profit Sharing Plan, and any or all amendments (including post-effective amendments) thereto, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, provided that the Registration Statement and any amendments thereto, in their final form, are reviewed by said attorney-in-fact, and shall have the same force and effect as though I had manually signed such Registration Statement or amendments. Dated: November 3, 1998 SIGNATURE:/s/ David G. John ----------------------------------- NAME: David G. John POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of The St. Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby make, nominate and appoint Bruce A. Backberg and Sandra Ulsaker Wiese, or either of them, to be my attorney-in-fact, with full power and authority to sign on my behalf a Registration Statement on Form S-8 of The St. Paul Companies, Inc. (the "Registration Statement") relating to shares of common stock of The St. Paul to be purchased for the Irish Profit Sharing Plan, and any or all amendments (including post-effective amendments) thereto, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, provided that the Registration Statement and any amendments thereto, in their final form, are reviewed by said attorney-in-fact, and shall have the same force and effect as though I had manually signed such Registration Statement or amendments. Dated: November 3, 1998 SIGNATURE:/s/ William H. Kling ----------------------------------- NAME: William H. Kling POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of The St. Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby make, nominate and appoint Bruce A. Backberg and Sandra Ulsaker Wiese, or either of them, to be my attorney-in-fact, with full power and authority to sign on my behalf a Registration Statement on Form S-8 of The St. Paul Companies, Inc. (the "Registration Statement") relating to shares of common stock of The St. Paul to be purchased for the Irish Profit Sharing Plan, and any or all amendments (including post-effective amendments) thereto, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, provided that the Registration Statement and any amendments thereto, in their final form, are reviewed by said attorney-in-fact, and shall have the same force and effect as though I had manually signed such Registration Statement or amendments. Dated: November 3, 1998 SIGNATURE:/s/ Bruce K. MacLaury ----------------------------------- NAME: Bruce K. MacLaury POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of The St. Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby make, nominate and appoint Bruce A. Backberg and Sandra Ulsaker Wiese, or either of them, to be my attorney-in-fact, with full power and authority to sign on my behalf a Registration Statement on Form S-8 of The St. Paul Companies, Inc. (the "Registration Statement") relating to shares of common stock of The St. Paul to be purchased for the Irish Profit Sharing Plan, and any or all amendments (including post-effective amendments) thereto, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, provided that the Registration Statement and any amendments thereto, in their final form, are reviewed by said attorney-in-fact, and shall have the same force and effect as though I had manually signed such Registration Statement or amendments. Dated: November 3, 1998 SIGNATURE:/s/ Glen D. Nelson, M.D. ----------------------------------- NAME: Glen D. Nelson, M.D. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of The St. Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby make, nominate and appoint Bruce A. Backberg and Sandra Ulsaker Wiese, or either of them, to be my attorney-in-fact, with full power and authority to sign on my behalf a Registration Statement on Form S-8 of The St. Paul Companies, Inc. (the "Registration Statement") relating to shares of common stock of The St. Paul to be purchased for the Irish Profit Sharing Plan, and any or all amendments (including post-effective amendments) thereto, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, provided that the Registration Statement and any amendments thereto, in their final form, are reviewed by said attorney-in-fact, and shall have the same force and effect as though I had manually signed such Registration Statement or amendments. Dated: November 3, 1998 SIGNATURE:/s/ Anita M. Pampusch ----------------------------------- NAME: Anita M. Pampusch POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of The St. Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby make, nominate and appoint Bruce A. Backberg and Sandra Ulsaker Wiese, or either of them, to be my attorney-in-fact, with full power and authority to sign on my behalf a Registration Statement on Form S-8 of The St. Paul Companies, Inc. (the "Registration Statement") relating to shares of common stock of The St. Paul to be purchased for the Irish Profit Sharing Plan, and any or all amendments (including post-effective amendments) thereto, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, provided that the Registration Statement and any amendments thereto, in their final form, are reviewed by said attorney-in-fact, and shall have the same force and effect as though I had manually signed such Registration Statement or amendments. Dated: November 10, 1998 SIGNATURE:/s/ Gordon M. Sprenger ----------------------------------- NAME: Gordon M. Sprenger -----END PRIVACY-ENHANCED MESSAGE-----