-----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, RX+3FntX5kAcPB+37JcRTlQPC4ix0GzoBqfUxXzoaiawcqIN0cx/Gb7mik5h6taD qjuFMxcBc11xm4WZGRn7hg== 0000912057-96-002787.txt : 19960221 0000912057-96-002787.hdr.sgml : 19960221 ACCESSION NUMBER: 0000912057-96-002787 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19960220 EFFECTIVENESS DATE: 19960310 SROS: NYSE 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: 1933 Act SEC FILE NUMBER: 333-01065 FILM NUMBER: 96523340 BUSINESS ADDRESS: STREET 1: 385 WASHINGTON ST CITY: SAINT PAUL STATE: MN ZIP: 55102 BUSINESS PHONE: 6122217911 FORMER COMPANY: FORMER CONFORMED NAME: SAINT PAUL COMPANIES INC DATE OF NAME CHANGE: 19900730 S-8 1 S/8 As filed with the Securities and Exchange Commission on February 20, 1996 Registration No. 33-________ - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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 of incorporation) (I.R.S. Employer Identification No.) ------------------------ 385 Washington Street St. Paul, Minnesota 55102 (612) 221-7911 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ------------------------ THE ST. PAUL (UK) 1988 SHARE OPTION SCHEMES (Full title of the plans) ------------------------ Bruce A. Backberg, Esq. Vice President and Corporate Secretary The St. Paul Companies, Inc. 385 Washington Street St. Paul, Minnesota 55102 (612) 221-7911 (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 Title of offering maximum Amount of securities to be Amount to be price aggregate registration registered registered (1) per share(2) offering price(2) fee - -------------------------------------------------------------------------------- Common Stock, no par value per share(3) . . . 250,000 shares $58.9375 $14,734,375 $5,081
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (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 herein. (2) Estimated solely for the purpose of calculating the amount of the registration fee, on the basis of the average of the high and low prices of the Registrant's Common Stock on the New York Stock Exchange on February 14, 1996. (3) Each share of Common Stock includes a right to purchase a fractional share of the Registrant's Series A preferred stock. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed with the Securities and Exchange Commission (the "Commission") are incorporated by reference in this Registration Statement: (1) the Company's Annual Report on Form 10-K for the year ended December 31, 1994 (File No. 0-3021); (2) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, June 30, and September 30, 1995 (File No. 0-3021); (3) all other reports filed 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, 1994; (4) the description of the Company's 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 (5) 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 financial statements of The St. Paul Companies, Inc. incorporated by reference in this Registration Statement have been audited by KPMG Peat Marwick LLP, independent certified public accountants, for the periods indicated in their report thereon which is incorporated by reference in the Annual Report on Form 10-K for the year ended December 31, 1994. The financial statements audited by KPMG Peat Marwick LLP have been incorporated herein by reference in reliance on their report given on their authority as experts in accounting and auditing. To the extent that KPMG Peat Marwick LLP audits and reports on the financial statements of The St. Paul Companies, Inc. issued at future dates, and consents to the use of their reports thereon, such financial statements also will be incorporated by reference in the Registration Statement in reliance upon their reports and said authority. Item 4. DESCRIPTION OF SECURITIES. Not applicable -- the Company's Common Stock and Series A preferred stock have been registered under Section 12 of the Exchange Act as described in Item 3 of this Part II. 1 Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. 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. 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 Bruce A. Backberg, Esq. 23.1 Consent of Bruce A. Backberg, Esq. (included in Exhibit 5.1). 23.2 Consent of KPMG Peat Marwick LLP, Independent Certified Public Accountants. 24.1 Powers of Attorney. 28.1 Information from Reports Furnished to State Insurance Regulatory Authorities. 99.1 The St. Paul (UK) 1988 Share Option Schemes. 2 Item 9. UNDERTAKINGS. (a) 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 the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represents a fundamental change in the information set forth in the 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) 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 the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the 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. (b) 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 the registration statement 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 (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, 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 Act 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. 4 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 February 19, 1996. THE ST. PAUL COMPANIES, INC. By /s/ Bruce A. Backberg ---------------------------------------------- Bruce A. Backberg Vice President and Corporate Secretary 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 February 19, 1996. /s/ Douglas W. Leatherdale* Chairman, President and Chief Executive - ------------------------------ Officer (Principal Executive Officer) Douglas W. Leatherdale /s/ Patrick A. Thiele* Executive Vice President and - ------------------------------ Chief Financial Officer (Principal Financial Patrick A. Thiele Officer) and a Director /s/ Howard E. Dalton* Senior Vice President and Chief Accounting - ------------------------------ Officer (Principal Accounting Officer) Howard E. Dalton /s/ Michael R. Bonsignore* Director - ------------------------------ Michael R. Bonsignore /s/ John H. Dasburg* Director - ------------------------------ John H. Dasburg /s/ W. John Driscoll* Director - ------------------------------ W. John Driscoll /s/ Pierson M. Grieve* Director - ------------------------------ Pierson M. Grieve /s/ Ronald James* Director - ------------------------------ Ronald James /s/ William H. Kling* Director - ------------------------------ William H. Kling 5 /s/ Bruce K. MacLaury* Director - ------------------------------ Bruce K. MacLaury /s/ Ian A. Martin* Director - ------------------------------ Ian A. Martin /s/ Glen D. Nelson, M.D. * Director - ------------------------------ Glen D. Nelson, M.D. /s/ Anita M. Pampusch* Director - ------------------------------ Anita M. Pampusch, Ph.D. /s/ Gordan M. Sprenger* Director - ------------------------------ Gordan M. Sprenger *By /s/ Bruce A. Backberg -------------------------- Bruce A. Backberg Attorney-in-Fact 6 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 Bruce A. Backberg, Esq.......................................... Filed herewith. 23.1 Consent of Bruce A. Backberg, Esq............ Included in Exhibit 5.1. 23.2 Consent of KPMG Peat Marwick LLP, Independent Certified Public Accountants..... Filed herewith. 24.1 Powers of Attorney........................... Filed herewith. 28.1 Information from Reports Furnished to State Insurance Regulatory Authorities.... Incorporated by reference to Exhibit 28 to the Company's Annual Report on Form 10-K for the year ended December 31, 1994 (File No. 0-3021). 99.1 The St. Paul (UK) 1988 Share Option Schemes.. Filed herewith.
EX-5.1 2 EXHIBIT 5.1 EXHIBIT 5.1 February 19, 1996 The St. Paul Companies, Inc. 385 Washington Street St. Paul, MN 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 250,000 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 February 20, 1996 (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 of all 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 the Shares in the manner and under the terms set forth in the Registration Statement. 2. The 250,000 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. THE ST. PAUL COMPANIES, INC. FEBRUARY 19, 1996 PAGE 2 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/ Bruce A. Backberg Bruce A. Backberg, Esq. EX-23.2 3 EXHIBIT 23.2 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 reference to our firm under the heading "Incorporation of Documents By Reference" in the Registration Statement. KPMG Peat Marwick LLP Minneapolis, Minnesota February 19, 1996 EX-24.1 4 EXHIBIT 24.1 POWER OF ATTORNEY Exhibit 24.1 KNOW ALL MEN BY THESE PRESENTS, That I, the undersigned, Chairman, President, Chief Executive Officer and director of The St. Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby make, nominate and appoint Bruce A. Backberg and Edward M. Gerber, 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 issued pursuant to the St. Paul (UK) 1988 Share Option Schemes, 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: February 6, 1996 SIGNATURE:/s/ Douglas W. Leatherdale ------------------------------- NAME: Douglas W. Leatherdale POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, That I, the undersigned, Executive Vice President, Chief Financial Officer and a director of The St. Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby make, nominate and appoint Bruce A. Backberg and Edward M. Gerber, 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 issued pursuant to the St. Paul (UK) 1988 Share Option Schemes, 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: February 6, 1996 SIGNATURE:/s/ Patrick A. Thiele ------------------------------ NAME: Patrick A. Thiele POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, That I, the undersigned, Senior Vice President and Chief Accounting Officer of The St. Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby make, nominate and appoint Bruce A. Backberg and Edward M. Gerber, 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 issued pursuant to the St. Paul (UK) 1988 Share Option Schemes, 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: February 6, 1996 SIGNATURE:/s/ Howard E. Dalton ------------------------------ NAME: Howard E. Dalton 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 Edward M. Gerber, 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 issued pursuant to the St. Paul (UK) 1988 Share Option Schemes, 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: February 6, 1996 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 Edward M. Gerber, 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 issued pursuant to the St. Paul (UK) 1988 Share Option Schemes, 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: February 6, 1996 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 Edward M. Gerber, 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 issued pursuant to the St. Paul (UK) 1988 Share Option Schemes, 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: February 6, 1996 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 Edward M. Gerber, 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 issued pursuant to the St. Paul (UK) 1988 Share Option Schemes, 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: February 6, 1996 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 Edward M. Gerber, 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 issued pursuant to the St. Paul (UK) 1988 Share Option Schemes, 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: February 6, 1996 SIGNATURE:/s/ Ronald James ------------------------------ NAME: Ronald James 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 Edward M. Gerber, 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 issued pursuant to the St. Paul (UK) 1988 Share Option Schemes, 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: February 6, 1996 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 Edward M. Gerber, 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 issued pursuant to the St. Paul (UK) 1988 Share Option Schemes, 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: February 6, 1996 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 Edward M. Gerber, 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 issued pursuant to the St. Paul (UK) 1988 Share Option Schemes, 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: February 6, 1996 SIGNATURE:/s/ Ian A. Martin ------------------------------ NAME: Ian A. Martin 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 Edward M. Gerber, 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 issued pursuant to the St. Paul (UK) 1988 Share Option Schemes, 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: February 6, 1996 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 Edward M. Gerber, 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 issued pursuant to the St. Paul (UK) 1988 Share Option Schemes, 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: February 6, 1996 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 Edward M. Gerber, 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 issued pursuant to the St. Paul (UK) 1988 Share Option Schemes, 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: February 6, 1996 SIGNATURE:/s/ Gordan M. Sprenger ------------------------------ NAME: Gordan M. Sprenger EX-99.1 5 EXHIBIT 99.1 Exhibit 99-1 RULES OF THE ST. PAUL (UK) 1988 SHARE OPTION SCHEMES (Adopted by the Board of the Company on 10th June 1988 and amended by the Compensation and Benefits Committee on 12th July 1988 and 10th August 1989 and by the Board of the Company on 21st August 1995 and 4th December 1995) New Bridge Street Consultants Tallis House 2 Tallis Street London EC4Y OBJ Ref: 2291\ESOS.JDF (X 4355) INDEX PAGE RULES OF THE ST. PAUL (UK) 1988 (NO. 1) SHARE OPTION SCHEME. . . . . . . . . . . . . . . . . . . . . . . . 2 1. DEFINITIONS AND INTERPRETATION . . . . . . . . . . . . . . . . . . . . 2 2. GRANT OF OPTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 3. EXERCISE OF OPTION . . . . . . . . . . . . . . . . . . . . . . . . . . 5 4. LIMITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 5. VARIATION OF CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . 9 6. CHANGE OF CONTROL. . . . . . . . . . . . . . . . . . . . . . . . . . . 9 7. ALTERATION OF THE SCHEME . . . . . . . . . . . . . . . . . . . . . . . 11 8. MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 RULES OF THE ST. PAUL (UK) 1988 (NO. 2) SHARE OPTION SCHEME. . . . . . . . . . . . . . . . . . . . . . . . 12 RULES OF THE ST. PAUL (UK) 1988 (NO. 1) SHARE OPTION SCHEME This Scheme is intended to strengthen the ability of the Company and its Subsidiaries to attract and retain Executives of outstanding competence by providing them with added incentive to render high levels of performance and effective service in connection with their employment in management positions, and, in certain cases to reward Executives for having done so, through the opportunity for share ownership and benefits of share appreciation. 1. DEFINITIONS AND INTERPRETATION 1.1 In this Scheme, unless the context otherwise requires:- (a) "the Board" means the board of directors of the Company or a committee appointed by such board of directors; (b) "the Parent Company" means the St. Paul Companies Inc. (incorporated in the State of Minnesota USA); (c) "the Company" means St. Paul (UK) Limited (registered in England No. 2160210); (d) "Executive" means a full-time director or qualifying employee of a Participating Company and for this purpose a director shall not be treated as full-time unless he is required to devote not less than 25 hours (excluding meal breaks) per week to the service of a Participating Company, and a qualifying employee, in relation to a company, means an employee (other than one who is a director of a Participating Company) who is required, under the terms of his employment, to work for the company for at least 20 hours (excluding meal breaks) per week; (e) "the Grant Date" in relation to an Option means the date on which the Option was granted; (f) "Option" means a right to acquire Shares pursuant to the Scheme; (g) "Participant" means a person who has subsisting rights under an Option granted under the Scheme or the personal representatives of a person who had such subsisting rights immediately prior to his death; - 2 - (h) "Participating Company" means the Company and any Subsidiary to which the Board has resolved that the Scheme shall for the time being extend; (i) "Schedule 9" means Schedule 9 to the Income and Corporation Taxes Act 1988; (j) "the Scheme" means the St. Paul (UK) 1988 (No. 1) Share Option Scheme as herein set out but subject to any alterations or additions made under Clause 7 below; (k) "Share" means a share of common stock without par value, of the Parent Company; (l) "Subsidiary" means a body corporate (wherever incorporated) which is for the time being a subsidiary of the Company (within the meaning of Section 736 of the Companies Act 1985) and under the control of the Company (within the meaning of Section 840 of the Income and Corporation Taxes Act 1988). 1.2 Any reference in the Scheme to any enactment includes a reference to that enactment as from time to time modified, extended or re-enacted. 2. GRANT OF OPTION 2.1 The Company's powers and discretions to grant Options are vested in the Board subject to the prior agreement of the Parent Company. 2.2 The Board has a discretion to grant Options to any Executive to acquire shares on the terms of the Scheme and subject to any other conditions it sees fit. 2.3 Without prejudice to the generality of sub-clause 2 above, an Option may be granted to a person under the Scheme upon terms that within 7 years after the Grant Date it may only be exercised in circumstances in which paragraph (a) and (b) of Section 185(3) of the Income and Corporation Taxes Act 1988 apply. 2.4 Whilst the Scheme is approved by the Inland Revenue under Schedule 9 - (a) the Shares must satisfy the requirements of paragraphs 10-14 of Schedule 9, and (b) any conditions, other than the terms set out in these Rules, which are imposed must have been previously approved in writing by the Inland Revenue. - 3 - 2.5 The price (which shall be denominated in U.S. dollars) at which a Share may be acquired upon exercise of an Option granted under this Scheme must be determined before or at the time that the Option is granted and is at the discretion of the Board, but shall not be less than the market value (within the meaning of Part VIII of the Capital Gains Tax Act 1979) of a Share, as agreed in advance for the purposes of the Scheme with the Shares Valuation Division of the Inland Revenue, and while the Shares are quoted on the National Association of Securities Dealers Automated Quotation System ("NASDAQ") National Market System or any other U.S. national securities exchange which is a recognized stock exchange for the purposes of Part XIX of the Income and Corporation Taxes Act of 1988 shall be a price being not greater than the highest reported sale price, nor less than the lowest reported sale price, recorded on NASDAQ National Market System or any other U.S. national securities exchange which is a recognized stock exchange for the purposes of Part XIX of the Income and Corporation Taxes Act 1988 on the day last preceding the Grant Date on which the Shares are quoted or on such other day as may be agreed with the Inland Revenue. 2.6 An Option shall be granted under the Common Seal of the Company. 2.7 As soon as reasonably practicable after the Grant Date, the Board on behalf of the Company shall issue to the Participant a certificate which shall:- (a) specify the Grant Date, and (b) specify the number of Shares subject to the Option, and (c) specify the price at which Shares may be acquired by the exercise of the Option, and (d) the additional conditions (if any) specified by the Board pursuant to sub-clause 2 above, and (e) subject as aforesaid, be issued in such form and manner as the Board shall from time to time prescribe. and the Participant shall acknowledge receipt of the certificate by signing and returning a letter in such form as the Board may from time to time determine. - 4 - 3. EXERCISE OF OPTION 3.1 The Participant may exercise the Option by giving to the Company a notice in accordance with the provisions of this Clause 3. 3.2 Subject to sub-clauses 5 and 6 below and to Clause 6 below, the Participant may not exercise the Option earlier than 3 years after the Grant Date. 3.3 The Participant may not exercise the Option- (a) later than 10 years after the Grant Date, or (b) if he is not eligible to participate in the Scheme by virtue of paragraph 8 of Schedule 9. 3.4 Subject to sub-clauses 5, 6 and 7 below, the Option may only be exercised at a time when the Participant is, and has at all time since the Grant Date been, an executive and if either a Participant ceases to be an Executive, or at the date of any purported exercise hereunder has given or has been given notice of termination of his employment as an Executive then, subject as aforesaid, his Option shall forthwith lapse. 3.5 If the Participant dies before exercising the Option, it may, subject to its not being exercised later than the period specified in sub-clause 3(a) above, be exercised by his personal representatives after, but not later than one year after, the date of his death. 3.6 Subject to sub-clauses 3 above and 7 below, the option may be exercised:- (a) within the period of 6 months (or such longer period not exceeding 3 years as the Board may permit) beginning with the date on which the Participant shall have ceased to be an Executive by reason of injury, disability or redundancy (within the meaning of the Employment Protection (Consolidation) Act 1978) and at the end of such period shall forthwith lapse; or (b) within the period of 18 months beginning with the date on which the Participant shall have ceased to be an Executive by reason of retirement on or after reaching pensionable age (within the meaning of Schedule 20 to the Social Security Act 1975) or any other age which he is bound to retire in accordance with the terms of his contract of employment and at the end of such period shall forthwith lapse; or - 5 - (c) with the consent of the Board, within the period of 6 months (or such longer period not exceeding 3 years as the Board may permit) beginning with the date on which the Participant shall have ceased to be an Executive by reason of:- (i) retirement before reaching such pensionable or other age as is mentioned in paragraph (b) above, or (ii) the Subsidiary of which the Participant is a director or employee ceasing to be a subsidiary of the Parent Company (within the meaning of Section 736 of the Companies Act 1985), or (iii) the business in which he is employed being transferred to a person other than the Company or a subsidiary of the Parent Company (within the meaning of Section 736 of the Companies Act 1985), and at the end of such period shall forthwith lapse; or (d) in accordance with Clause 6 below; or (e) within such period, if any, not exceeding 3 years as the Board may permit beginning with the date on which the Participant shall have ceased to be an Executive for any reason other than those set out in sub-clause 5 and sub-clauses 6(a), (b) and (c) above and at the end of such period, if any, shall forthwith lapse. 3.7 Subject to sub-clause 8 below, the Option may only be exercised if all conditions (if any) specified by the Board pursuant to Clause 2.2 above in relation to it have been fully satisfied. 3.8 If the Participant becomes entitled to exercise the Option in accordance with Clause 6 below any condition specified by the board pursuant to Clause 2.2 above shall cease to apply. 3.9 For the purpose of the preceding provisions of this Clause, a Participant shall not be treated as ceasing to be an Executive until he ceases to be a full-time director or qualifying employee of the Company, any Subsidiary, the Parent Company or any subsidiary of the Parent Company (within the meaning of Section 736 of the Companies Act 1985). 3.10 The notice exercising the Option shall:- (a) specify the number of Shares in respect of which the Option is exercised, and - 6 - (b) be accompanied by payment in U.S. dollars to the Company of an amount equal to the product of the number of Shares specified in the notice and the price at which a Share may be acquired by the exercise of the Option, and (c) be accompanied by the certificate issued in respect of the Option, and (d) subject as aforesaid, be given in such form and manner as the Board may from time to time prescribe. 3.11 Within 30 days after the notice has been received by the Company, the Board on behalf of the Company shall procure the issue or transfer to the participant of the number of the Shares specified in the notice and the Participant shall be deemed to be the holder of record of such Shares on the date that proper notice of exercise of the Option is delivered to the Company. 3.12 As soon as reasonably practicable after a Participant exercises an Option under the Scheme, the Board on behalf of the Company shall: (a) procure that a share certificate in respect of the Shares acquired thereby is delivered to the Participant, and (b) procure that such Shares are listed on any market or exchange on which common stock of the Parent Company is listed, and (c) if the Option remains partially unexercised, issue to the Participant a new or endorsed certificate which shall contain all the information contained in the certificate issued to the Participant pursuant to Clause 2.7 above and shall also specify the number of Shares in respect of which the Option may still be exercised. 3.13 The issuance of any Shares under the Scheme shall be subject to obtaining any consents or other required action of any competent authority under regulations or enactments for the time being in force as may be necessary. 4. LIMITS 4.1 Subject to Clause 5 below, the number of Shares in respect of which Options may be granted under the Scheme on any day shall not, when added to the number of Shares which immediately prior to that day shall have been or remain to be issued on the exercise of options granted prior to that day under the Scheme or options granted on or prior to that date under the St. Paul (UK) 1988 (No. 2) Share Option Scheme and any other employee share - 7 - option schemes that may be adopted by the Company for the benefit of employees of the Company or a Subsidiary, exceed 550,000 Shares. 4.2 No person shall be granted Options under the Scheme which would, at the time granted, cause the amount at which Shares remain to be acquired upon exercise of options granted to him under the Scheme or under any other scheme (not being a savings related share option scheme) approved under Schedule 9 and established by the Company or by any associated company of the Company (within the meaning ascribed to that term for the purposes of paragraph 28(1) of Schedule 9) to exceed or further exceed the higher of:- (a) L100,000, and (b) four times the amount of the relevant emoluments for the current or preceding year of assessment (whichever of those years gives the greater amount) or, if there were no relevant emoluments for the preceding year of assessment, four times the amount of the relevant emoluments for the period of 12 months beginning with the first day during the current year of assessment in respect of which there are relevant emoluments. and for this purpose the relevant emoluments are such of the emoluments of the office or employment by virtue of which the person in question is eligible to participate in the Scheme and of any other office or employment held by him with a company which is a Participating Company as are liable to be paid under deduction of tax pursuant to Section 203 of the Income and Corporation Taxes Act 1988, after deducting from them amounts included by virtue of Chapter II of Part V of the Income and Corporation Taxes Act 1988 and the expression "year of assessment" has the meaning given to it by Section 832(1) of the Income and Corporation Taxes Act 1988. 4.3 No person shall be granted Options under the Scheme which would, at the time they are granted, cause the amount at which Shares remain to be acquired upon exercise of Options granted to him prior to that day under the Scheme or options granted to him on or prior to that date under the St. Paul (UK) 1988 (No. 2) Share Option Scheme to exceed or further exceed the higher of:- (a) L100,000, and (b) four times (or such higher multiple as the Board with the consent of the Parent Company may determine) the total remuneration (excluding benefits in kind), - 8 - expressed as an annual rate payable by the Company or any Subsidiary to the Executive as on that day. 4.4 Unless otherwise agreed with the Inland Revenue, the U.S. dollar exchange rate for pounds sterling for the purposes of calculating the limits in sub-clause 2 and 3 above shall be the noon buying rate in New York City U.S.A. for cable transfers payable in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York. 5. VARIATION OF CAPITAL 5.1 In the event of any change in the common stock of the Parent Company through merger, consolidation, reorganisation, recapitalisation, stock dividend, stock split, combination of shares, rights offerings change in corporate structure of the Parent Company, or otherwise, the Board in its discretion may, with the consent of the Parent Company and the prior written agreement of the Inland Revenue make appropriate adjustment as to the number and type of securities subject to and reserved for issue or transfer under the Scheme and, in order to prevent dilution or enlargement of the rights of Participants, the number, type and Option price of securities subject to outstanding Options. 5.2 As soon as reasonably practicable after making any adjustment under sub- clause 1 above, the Board shall give notice in writing thereof to any Participant affected thereby. 6. CHANGE OF CONTROL 6.1 If any person (other than the Parent Company or any subsidiary within the meaning of Section 736 of the Companies Act 1985, of the Parent Company) obtains control (within the meaning of Section 840 of the Income and Corporation Taxes Act 1988) of the Company, any Option granted under the Scheme may, subject to Clause 3.3 above, be exercised within one month (or such longer period as the Board may permit) of such change of control. 6.2 For the purposes of sub-clause 1 above, a person shall be deemed to have obtained control of the Company if he and others acting in concert with him have together obtained control of it. 6.3 If there is a change in control of the Parent Company within the meaning of sub-clause 4 below, any Option granted under the Scheme may, subject to Clause 3.3 above, be exercised within one month (or such longer period as the Board may permit) of such change of control. 6.4 For the purposes of sub-clause 3 above, a change of control means a change in control of the Parent Company of a nature that would be required to be reported (assuming such event has - 9 - not been "previously reported") in response to Item 1(a) of the Current Report on Form 8-K, as in effect on 11 March 1988, pursuant to Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934; provided that, without limitation, such a change in control shall be deemed to have occurred at such time as (a) any "person" within the meaning of Section 14(d) of the U.S. Securities Exchange Act of 1934, other than the Parent Company, a subsidiary of the Parent Company or any employee benefit plan(s) sponsored by the Parent Company or such subsidiary, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the U.S. Securities Exchange Act 1934), directly or indirectly, of 50% or more of the common stock of the Parent Company; or (b) individuals who constitute the board of directors of the Parent Company on 11 March 1988, cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to 11 March 1988, whose election or nomination for election by the Parent Company's shareholders, was approved by a vote of at least three quarters of the directors comprising the board of directors of the Parent Company on 11 March 1988 (either by a specific vote or by approval of the proxy statement of the Parent Company in which such person is named as a nominee for director, without objecting to such nomination) shall be, for purposes of this paragraph (b), considered as though such person were a member of the board of directors of the Parent Company on 11 March 1988. 6.5 If any company ("the acquiring company") obtains control (within the meaning of Section 840 of the Income and Corporation Taxes Act 1988) of the Parent Company as a result of making:- (a) a general offer to acquire the whole of the issued share capital of the Parent Company which is made on a condition such that if it is satisfied the person making the offer will have such control of the Parent Company, or (b) a general offer to acquire all the common stock in the Parent Company which are of the same class as the common stock which may be acquired by the exercise of Options granted under the Scheme, any Participant may at any time within the appropriate period (which expression shall be construed in accordance with paragraph 15 of Schedule 9), by agreement with the acquiring company, release any Option granted under the Scheme in consideration of the grant to him of a new option which (for the purposes of that paragraph) is equivalent to the first-mentioned Option but relates to shares in a different company (whether the acquiring company itself or some other company falling within paragraph (b) or (c) of paragraph 10 of Schedule 9). - 10 - 6.6 Where a new option is granted pursuant to sub-clause 5 above, Clause 3 and 5 above and this Clause 6 shall in relation to such new option be construed as if references to the Parent Company and to shares were references to the company to whose shares the new option relates and to such shares in such company. 7. ALTERATION OF THE SCHEME 7.1 Subject to sub-clause 2 below, the Board may with the consent of the Parent Company at any time alter or add to all or any of the provisions of the Scheme in any respect. 7.2 No alteration or addition shall be made under sub-clause 1 above at a time when the Scheme is approved by the Inland Revenue under Schedule 9 without the prior approval of the Inland Revenue. 7.3 As soon as reasonably practicable after making any alteration or addition under this Clause, the Board shall give notice in writing thereof to any Participant affected thereby. 8. MISCELLANEOUS 8.1 The Company shall at all times satisfy itself that it is able to procure the transfer to Participants of such number of Shares as may be necessary to satisfy the exercise in full of all Options remaining to be exercised under the Scheme. 8.2 All Shares transferred to Participants pursuant to the Scheme shall satisfy the requirements of paragraphs 10-14 of Schedule 9. 8.3 An Option granted under the Scheme shall not be transferred, assigned, mortgaged, charged or otherwise disposed of by the Participant and shall lapse forthwith on its coming to the notice of the Board that the Participant has become insolvent. 8.4 The rights and obligations of any individual under the terms of his office or employment with the Company or a Subsidiary or a subsidiary of the Parent Company (within the meaning of Section 736 of the Companies Act 1985) shall not be affected by his participation in the Scheme or any right which he may have to participate therein, and the Scheme shall afford such an individual no additional rights to compensation or damages in consequence of the termination of such office or employment for any reason whatsoever. 8.5 The Board may from time to time make and vary such rules and regulations not inconsistent herewith and establish such procedure for administration and implementation of the Scheme - 11 - as it thinks fit, and in the event of any dispute or disagreement as to the interpretation of the Scheme, or of any such rule, regulation or procedure, or as to any question or right arising from or related to the Scheme, the decisions of the Board shall be final and binding upon all persons. 8.6 Any notice or other communication under or in connection with the Scheme may be given by personal delivery or by sending the same by post, in the case of a body corporate to its registered office, and in the case of an individual to his last known address, or, where he is a director or an employee of any company, either to his last known address or to the address of the place of business at which he performs the whole or substantially the whole of the duties of his office or employment. RULES OF THE ST. PAUL (UK) 1988 (NO. 2) SHARE OPTION SCHEME 9. Options may be granted in accordance with such provisions as would be applicable if the rules of the St. Paul (UK) 1988 (No. 1) Share Option Scheme (set out in Clauses 1 to 8 above) were herein set out in full subject to the following modifications:- 9.1 In Clause 1.1, for sub-clause (d) substitute " "Executive" means any director or employee of any Participating Company". 9.2 In Clause 1.1, in sub-clause (j) for "(No. 1)" substitute "(No. 2)". 9.3 Delete Clause 2.3 and 2.4. 9.4 In Clause 2.5 delete the words "as agreed in advance for the purposes of the Scheme with the Shares Valuation Division of the Inland Revenue". 9.5 After Clause 2 insert: "2A PARALLEL OPTIONS 2A.1 Without prejudice to the generality of sub-clause 2.2 above, sub-clause 2 below shall apply to any Option granted to a person under the Scheme which is designated by the Board to be a parallel option by reference to an option ("the related option") granted to him under the St. Paul (UK) 1988 (No. 1) Share Option Scheme. - 12 - 2A.2 The number of Shares in respect of which the parallel option may be exercised at any time shall (i) be limited to that number of Shares subject to the related option in respect of which a deed of release of the related option has previously been executed by him, and (ii) be taken to be reduced by the number of shares in respect of which the related option shall have been exercised at or prior to that time." 9.6 In Clause 3.3 (a) after the words "10 years" add "(or such shorter period as the Board may specify in relation to Executives who at the Grant Date are subject to U.K. Case I Schedule E taxation)". 9.7 Delete Clause 3.3 (b). 9.8 In Clause 3.9 add at the end: "unless the Board so resolves". 9.9 In Clause 3.11 add at the end: "unless:- (a) the Board considers that the issue or transfer of the said Shares would not or might not be lawful in the relevant jurisdiction; or (b) in a case where a Participating Company is or may be obliged to account for any tax (in any jurisdiction) for which the Participant is or may be liable by virtue of the exercise of the Option, or would or might suffer any disadvantage if it did not account for such tax, that or another Participating Company has not received payment from him of a corresponding amount provided however that where payment has not been so received from the Participant the Board and the relevant Participating Company shall have an absolute discretion to agree to deduct such corresponding amount from the Participant's future remuneration instead". 9.10 In Clause 4.1, for "(No. 2)" substitute "(No. 1)". 9.11 Delete Clause 4.2. 9.12 In Clause 5.1 delete the words "and the prior written agreement of the Inland Revenue". 9.13 Delete Clause 7.2 and 8.2 - 13 -
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