-----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, QjHBo+Jtv+vc5WtUtx0kgt6zjpJmWUIt20ooTT+oPr/5Wrn4lKw/DYTFD8sURmK8 GjJ/6hhlBkIvOqwhKuX0VA== 0000912057-01-524923.txt : 20010725 0000912057-01-524923.hdr.sgml : 20010725 ACCESSION NUMBER: 0000912057-01-524923 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010724 EFFECTIVENESS DATE: 20010724 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: 333-65728 FILM NUMBER: 1686934 BUSINESS ADDRESS: STREET 1: 385 WASHINGTON ST CITY: SAINT PAUL STATE: MN ZIP: 55102 BUSINESS PHONE: 6123107911 FORMER COMPANY: FORMER CONFORMED NAME: ST PAUL COMPANIES INC /MN/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: SAINT PAUL COMPANIES INC DATE OF NAME CHANGE: 19900730 S-8 1 a2054729zs-8.txt FORM S-8 As filed with the Securities and Exchange Commission on July 24, 2001 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 of (I.R.S. Employer Identification No.) incorporation or organization) --------------------------------------------- 385 WASHINGTON STREET ST. PAUL, MINNESOTA 55102 (651) 310-7911 (Address of Principal Executive Offices) --------------------------------------------- THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN (Full Title of the Plan) --------------------------------------------- BRUCE A. BACKBERG, ESQ. SENIOR VICE PRESIDENT AND CORPORATE SECRETARY THE ST. PAUL COMPANIES, INC. 385 WASHINGTON STREET ST. PAUL, MN 55102 (651) 310-7911 (Name, address and telephone number of agent for service) --------------------------------------------- CALCULATION OF REGISTRATION FEE
=========================================================================================================================== PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION TO BE REGISTERED REGISTERED PER SHARE(3) PRICE(3) FEE (3) - --------------------------------------------------------------------------------------------------------------------------- Common Stock, without par value (1) (2) 2,500,000 $41.10 $102,750,000 $25,687.50 ===========================================================================================================================
(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 a stock split, stock dividend or similar adjustment of the outstanding common shares of The St. Paul Companies, Inc. (2) In addition, pursuant to Rule 416(c), this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. (3) Pursuant to Rule 457(h)(1) and 457(c) of the Securities Act of 1933, as amended, the proposed maximum offering price per share, the proposed maximum aggregate offering price and the amount of the registration fee are based upon the average of the high and low prices of the Common Stock on the New York Stock Exchange as reported in the consolidated transaction reporting system on July 20, 2001. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS EXPLANATORY NOTE As permitted by Part I of Form S-8, this Registration Statement omits the information specified in Part I. The documents containing the information specified in Part I will be delivered to the participants in the plan covered by this Registration Statement, as required by Rule 428(b) under the Securities Act of 1933, as amended (the "Securities Act"),. Such documents are not being filed with the Securities and Exchange Commission (the "Commission") as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. 2 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") and the Savings Plus Plan are hereby incorporated by reference in this Registration Statement: o Annual Report on Form 10-K, as filed with the Commission on March 28, 2001. o Definitive Proxy Statement on Schedule 14A as filed with the Commission on March 27, 2001. o Quarterly Report on Form 10-Q, as filed with the Commission on May 14, 2001. o Current Report on Form 8-K, as filed with the Commission on April 30, 2001. o Current Report on Form 8-K, as filed with the Commission on March 12, 2001. o Current Report on Form 8-K as filed with the Commission on July 18, 2001. o Annual Report on Form 11-K for the Savings Plus Plan, as filed with the Commission on June 19, 2001. o The description of the Company's Common Stock contained in its registration statement on Form 8-A, including any amendments or supplements thereto, as filed with the Commission on October 17, 1991. All documents filed by the Company and the Savings Plus Plan pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the filing date of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein) modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES Not applicable. II-1 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Bruce A. Backberg, Senior Vice President and Corporate Secretary of the Company, has given his opinion about certain legal matters affecting the securities registered under this Registration Statement. Mr. Backberg is eligible to participate in the Plan. 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 Exhibit NO. DESCRIPTION 4.1 Restated Articles of Incorporation of the Company (incorporated herein by reference to Exhibit 3 of the Company's Annual Report on Form 10-K for the year ended December 31, 1998) 4.2 Bylaws of the Company (incorporated herein by reference to Exhibit 3(b) of the Company's Annual Report on Form 10-K for the year ended December 31, 2000) 5.1 Opinion and Consent of Bruce A. Backberg, Esq. Pursuant to Item 8(b) of Form S-8, the Registrant hereby undertakes that it will submit the Plan and any amendment thereto to the Internal Revenue Service ("IRS") for a determination letter that the Plan is qualified under Section 401 of the Internal Revenue Code of 1986 in a timely manner and will make all changes required by the IRS in order to qualify the Plan. II-2 23.1 Consent of Bruce A. Backberg, Esq. (included in Exhibit 5.1) 23.2 Consent of KPMG LLP 24.1 Powers of Attorney 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; (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 thereof) which, individually or in aggregate, represent a fundamental change in the information set forth 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) of this Item 9 do not apply if the information required to be included in the post-effective amendment by those paragraphs is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, 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. (4) The undersigned Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this 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. (5) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or II-3 otherwise, the Company 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 and is, therefore, unenforceable. In any event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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 Securities Act and will be governed by the final adjudication of such issue. II-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, Minnesota, on July 24, 2001. THE ST. PAUL COMPANIES, INC. By: /s/ Bruce A. Backberg ----------------- Name: Bruce A. Backberg Title: Senior Vice President and Corporate Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Date: July 24, 2001 By: /s/ Douglas W. Leatherdale -------------------------- Douglas W. Leatherdale, Director, Chairman of the Board, President and Chief Executive Officer Date: July 24, 2001 By: /s/ Thomas A. Bradley --------------------- Thomas A. Bradley, Chief Financial Officer Date: July 24, 2001 By: /s/ John C. Treacy ------------------ John C. Treacy, Vice President and Corporate Controller (principal accounting officer) Date: July 24, 2001 By: /s/ H. Furlong Baldwin ---------------------- H. Furlong Baldwin*, Director Date: July 24, 2001 By: /s/ Carolyn H. Byrd ------------------- Carolyn H. Byrd*, Director Date: July 24, 2001 By: /s/ John H. Dasburg ------------------- John H. Dasburg*, Director Date: July 24, 2001 By: /s/ Janet M. Dolan ------------------ Janet M. Dolan*, Director Date: July 24, 2001 By: /s/ Kenneth M. Duberstein ------------------------- Kenneth M. Duberstein*, Director Date: July 24, 2001 By: /s/ Pierson M. Grieve --------------------- Pierson M. Grieve*, Director Date: July 24, 2001 By: /s/ Thomas R. Hodgson --------------------- II-5 Thomas R. Hodgson*, Director Date: July 24, 2001 By: /s/ David G. John ----------------- David G. John*, Director Date: July 24, 2001 By: /s/ William H. Kling -------------------- William H. Kling*, Director Date: July 24, 2001 By: /s/ Bruce K. Maclaury --------------------- Bruce K. MacLaury*, Director Date: July 24, 2001 By: /s/ Glen D. Nelson, M.d. ------------------------ Glen D. Nelson, M.D.*, Director Date: July 24, 2001 By: /s/ Gordon M. Sprenger ---------------------- Gordon M. Sprenger*, Director Date: July 24, 2001 *By: /s/ Bruce A. Backberg --------------------- Bruce A. Backberg, Attorney-in-fact The Plan. Pursuant to the requirements of the Securities Act of 1933, the Administrator of the Savings Plus Plan has caused this Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized on July 24, 2001. Savings Plus Plan By: /s/ John P. Clifford, Jr. John P. Clifford, Jr. Plan Administrator Vice President The St. Paul Companies, Inc. II-6 INDEX TO EXHIBITS 4.1 Restated Articles of Incorporation of the Company (incorporated herein by reference to Exhibit 3 of the Company's Annual Report on Form 10-K for the year ended December 31, 1998) 4.2 Bylaws of the Company (incorporated herein by reference to Exhibit 3(b) of the Company's Annual Report on Form 10-K for the year ended December 31, 2000) 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 LLP 24.1 Powers of Attorney EX-5.1 2 a2054729zex-5_1.txt EXHIBIT 5.1 Exhibit 5.1 July 24, 2001 The St. Paul Companies, Inc. 385 Washington Street St. Paul, Minnesota 55102 Ladies and Gentlemen: In connection with the registration under the Securities Act of 1933 (the "Act") of 2,500,000 shares (the "Securities") of common stock, without par value, of The St. Paul Companies, Inc., a Minnesota corporation (the "Company") and an indeterminate number of plan interests, to be offered and sold pursuant to the Company's Savings Plus Plan, as amended (the "Plan"), I, as Senior Vice President of the Company, have examined such corporate records, certificates and other documents, and such questions of law, as I have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination, I advise you that, in my opinion, when the registration statement relating to the Securities and the plan interests (the "Registration Statement") has become effective under the Act, the terms of the sale of the Securities and the plan interests have been established in conformity with the Company's restated articles of incorporation and the Plan, and the Securities and the plan interests have been duly offered and sold in accordance with the terms of the Plan and any relevant agreement entered into pursuant to the Plan and as contemplated by the Registration Statement, the Securities and the plan interests will be validly issued, fully paid and nonassessable. The foregoing opinion is limited to the federal laws of the United States and the laws of the State of Minnesota, and I am expressing no opinion as to the effect of the laws of any other jurisdiction. Also, I have relied as to certain matters on information obtained from public officials, officers of the Company and other sources believed by me to be responsible. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to me in Part II, Item 5, of the Registration Statement. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act. Very truly yours, /s/Bruce A. Backberg Senior Vice President and Corporate Secretary EX-23.2 3 a2054729zex-23_2.txt EXHIBIT 23.2 EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT The Board of Directors The St. Paul Companies, Inc.: We consent to incorporation by reference in the registration statement on Form S-8 of The St. Paul Companies, Inc. Savings Plus Plan, of (A) our reports dated January 23, 2001, relating to the consolidated balance sheets of The St. Paul Companies, Inc. and subsidiaries as of December 31, 2000 and 1999, and the related consolidated statements of income, shareholders' equity, comprehensive income and cash flows for each of the years in the three-year period ended December 31, 2000 and related schedules I through V, which reports appear or are incorporated by reference in the December 31, 2000 annual report on Form 10-K of The St. Paul Companies, Inc. and (B) our report dated June 1, 2001 which appears in the December 31, 2000 annual report on Form 11-K of The St. Paul Companies, Inc. Savings Plus Plan. Our report in the previously described Form 10-K refers to a change in the Company's method of accounting for insurance-related assessments. Minneapolis, Minnesota July 24, 2001 /s/ KPMG LLP EX-24.1 4 a2054729zex-24_1.txt EXHIBIT 24.1 Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS 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 John A. MacColl and Bruce A. Backberg, 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 the issuance/sale of shares of The St. Paul common stock to be issued/sold pursuant to The St. Paul's Savings Plus Plan, as amended and restated (the "Plan"), and the issuance/sale of an indeterminate amount of interests to be issued/sold pursuant to the Plan and any or all additional 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 additional 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 the Registration Statement or any amendments thereto. Dated: July 11, 2001 Signature: /s/ H. Furlong Baldwin ---------------------- Name: H. Furlong Baldwin, Director Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS 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 John A. MacColl and Bruce A. Backberg, 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 the issuance/sale of shares of The St. Paul common stock to be issued/sold pursuant to The St. Paul's Savings Plus Plan, as amended and restated (the "Plan"), and the issuance/sale of an indeterminate amount of interests to be issued/sold pursuant to the Plan and any or all additional 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 additional 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 the Registration Statement or any amendments thereto. Dated: July 11, 2001 Signature: /s/ Carolyn H. Byrd ------------------- Name: Carolyn H. Byrd, Director Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS 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 John A. MacColl and Bruce A. Backberg, 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 the issuance/sale of shares of The St. Paul common stock to be issued/sold pursuant to The St. Paul's Savings Plus Plan, as amended and restated (the "Plan"), and the issuance/sale of an indeterminate amount of interests to be issued/sold pursuant to the Plan and any or all additional 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 additional 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 the Registration Statement or any amendments thereto. Dated: July 12, 2001 Signature: /s/ John H. Dasburg ------------------- Name: John H. Dasburg, Director Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS 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 John A. MacColl and Bruce A. Backberg, 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 the issuance/sale of shares of The St. Paul common stock to be issued/sold pursuant to The St. Paul's Savings Plus Plan, as amended and restated (the "Plan"), and the issuance/sale of an indeterminate amount of interests to be issued/sold pursuant to the Plan and any or all additional 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 additional 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 the Registration Statement or any amendments thereto. Dated: July 12, 2001 Signature: /s/ Janet M. Dolan ------------------ Name: Janet M. Dolan, Director Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS 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 John A. MacColl and Bruce A. Backberg, 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 the issuance/sale of shares of The St. Paul common stock to be issued/sold pursuant to The St. Paul's Savings Plus Plan, as amended and restated (the "Plan"), and the issuance/sale of an indeterminate amount of interests to be issued/sold pursuant to the Plan and any or all additional 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 additional 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 the Registration Statement or any amendments thereto. Dated: July 11, 2001 Signature: /s/ Kenneth M. Duberstein ------------------------- Name: Kenneth M. Duberstein, Director Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS 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 John A. MacColl and Bruce A. Backberg, 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 the issuance/sale of shares of The St. Paul common stock to be issued/sold pursuant to The St. Paul's Savings Plus Plan, as amended and restated (the "Plan"), and the issuance/sale of an indeterminate amount of interests to be issued/sold pursuant to the Plan and any or all additional 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 additional 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 the Registration Statement or any amendments thereto. Dated: July 13, 2001 Signature: /s/ Pierson M. Grieve --------------------- Name: Pierson M. Grieve, Director Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS 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 John A. MacColl and Bruce A. Backberg, 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 the issuance/sale of shares of The St. Paul common stock to be issued/sold pursuant to The St. Paul's Savings Plus Plan, as amended and restated (the "Plan"), and the issuance/sale of an indeterminate amount of interests to be issued/sold pursuant to the Plan and any or all additional 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 additional 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 the Registration Statement or any amendments thereto. Dated: July 12, 2001 Signature: /s/ Thomas R. Hodgson --------------------- Name: Thomas R. Hodgson, Director Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS 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 John A. MacColl and Bruce A. Backberg, 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 the issuance/sale of shares of The St. Paul common stock to be issued/sold pursuant to The St. Paul's Savings Plus Plan, as amended and restated (the "Plan"), and the issuance/sale of an indeterminate amount of interests to be issued/sold pursuant to the Plan and any or all additional 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 additional 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 the Registration Statement or any amendments thereto. Dated: July 11, 2001 Signature: /s/ David G. John ----------------- Name: David G. John, Director Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS 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 John A. MacColl and Bruce A. Backberg, 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 the issuance/sale of shares of The St. Paul common stock to be issued/sold pursuant to The St. Paul's Savings Plus Plan, as amended and restated (the "Plan"), and the issuance/sale of an indeterminate amount of interests to be issued/sold pursuant to the Plan and any or all additional 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 additional 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 the Registration Statement or any amendments thereto. Dated: July 11, 2001 Signature: /s/ William H. Kling -------------------- Name: William H. Kling, Director Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS 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 John A. MacColl and Bruce A. Backberg, 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 the issuance/sale of shares of The St. Paul common stock to be issued/sold pursuant to The St. Paul's Savings Plus Plan, as amended and restated (the "Plan"), and the issuance/sale of an indeterminate amount of interests to be issued/sold pursuant to the Plan and any or all additional 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 additional 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 the Registration Statement or any amendments thereto. Dated: July 13, 2001 Signature: /s/ Bruce K. MacLaury --------------------- Name: Bruce K. MacLaury, Director Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS 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 John A. MacColl and Bruce A. Backberg, 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 the issuance/sale of shares of The St. Paul common stock to be issued/sold pursuant to The St. Paul's Savings Plus Plan, as amended and restated (the "Plan"), and the issuance/sale of an indeterminate amount of interests to be issued/sold pursuant to the Plan and any or all additional 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 additional 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 the Registration Statement or any amendments thereto. Dated: July 11, 2001 Signature: /s/ Glen D. Nelson ------------------ Name: Glen D. Nelson, M.D., Director Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS 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 John A. MacColl and Bruce A. Backberg, 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 the issuance/sale of shares of The St. Paul common stock to be issued/sold pursuant to The St. Paul's Savings Plus Plan, as amended and restated (the "Plan"), and the issuance/sale of an indeterminate amount of interests to be issued/sold pursuant to the Plan and any or all additional 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 additional 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 the Registration Statement or any amendments thereto. Dated: July 11, 2001 Signature: /s/ Gordon M. Sprenger ---------------------- Name: Gordon M. Sprenger, Director -----END PRIVACY-ENHANCED MESSAGE-----