8-K

                          SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, DC  20549

                                    ______________

                                       FORM 8-K

                                    CURRENT REPORT
                        PURSUANT TO SECTION 13 OR 15(d) OF THE
                           SECURITIES EXCHANGE ACT OF 1934





Date of report (Date of earliest event reported)    August 7, 1996
                                                 ------------------------------



                             THE ST. PAUL COMPANIES, INC.
- --------------------------------------------------------------------------------
                  (Exact Name of Registrant as Specified in Charter)



         Minnesota                  0-3021             41-0518860
- --------------------------------------------------------------------------------
(State or Other Jurisdiction     (Commission        (IRS Employer
      of Incorporation)          File Number)     Identification No.)



385 Washington Street, St. Paul, Minnesota                              10281
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                              (Zip Code)



Registrant's telephone number, including area code  (612) 310-7911
                                                 ------------------------------



                                         N/A
- --------------------------------------------------------------------------------
            (Former Name or Former Address, if Changed Since Last Report)




                                        Page 1
                               Exhibit Index on Page 4




ITEMS 1-4.    NOT APPLICABLE.


ITEM 5.       OTHER EVENTS.

                   Exhibits are filed herewith in connection with the
              Registration Statement on Form S-3 (File No. 333-06456) filed by
              the St. Paul Companies, Inc. (the "Company") with the Securities
              and Exchange Commission covering Debt Securities issuable under
              an Indenture, dated as of March 31, 1990, between the Company and
              The Chase Manhattan Bank (the "Indenture").  The exhibits consist
              of a distribution agreement, the forms of Notes and the tax
              opinion of Sullivan & Cromwell.


ITEM 6.       NOT APPLICABLE.


ITEM 7.       FINANCIAL STATEMENTS, PRO FORMA
              FINANCIAL INFORMATION AND EXHIBITS.

     (a)-(b)  NOT APPLICABLE.

         (c)  EXHIBITS.

              The following are filed as Exhibits to this Report:

              EXHIBIT
              NUMBER    DESCRIPTION
              -------   -----------

              1.2       Distribution Agreement

              4.2       Forms of Notes.

              8.1       Tax Opinion of Sullivan & Cromwell, special U.S. tax
                        counsel.



ITEM 8.  NOT APPLICABLE.





                                      SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                       THE ST. PAUL COMPANIES, INC.



Dated:  August 7, 1996                 By: /s/ Bruce A. Backberg
                                            Vice President and Corporate
                                            Secretary





                                  INDEX TO EXHIBITS


Exhibit No.                            Exhibit
- -----------                            -------

1.2           Distribution Agreement.

4.2           Forms of Notes.

8.1           Tax Opinion of Sullivan & Cromwell.

EX-1.2

                                                                     EXHIBIT 1.2

                             THE ST. PAUL COMPANIES, INC.

                                     $275,000,000

                             Medium-Term Notes, Series C

                                DISTRIBUTION AGREEMENT

                                                                  August 7, 1996


Goldman, Sachs & Co.,
85 Broad Street,
New York, New York  10004.

J.P. Morgan Securities Inc.,
60 Wall Street,
New York, New York  10260.

Ladies and Gentlemen:

         The St. Paul Companies, Inc., a Minnesota corporation (the "Company"),
proposes to issue and sell from time to time its Medium-Term Notes, Series C
(the "Securities") in an aggregate amount up to $275,000,000 and agrees with
each of you (individually, an "Agent", and collectively, the "Agents") as set
forth in this Agreement.

         Subject to the terms and conditions stated herein and to the
reservation by the Company of the right to sell Securities directly on its own
behalf, the Company hereby (i) appoints each Agent as an agent of the Company
for the purpose of soliciting and receiving offers to purchase Securities from
the Company pursuant to Section 2(a) hereof and (ii) agrees that, except as
otherwise contemplated herein, whenever it determines to sell Securities
directly to any Agent as principal, it will enter into a separate agreement
(each, a "Terms Agreement"), substantially in the form of Annex I hereto,
relating to such sale in accordance with Section 2(b) hereof.  This Distribution
Agreement shall not be construed to create either an obligation on the part of
the Company to sell any Securities or an obligation of any of the Agents to
purchase Securities as principal.

         The Securities will be issued under an indenture, dated as of
March 31, 1990 (the "Indenture"), between the Company and The Chase Manhattan
Bank, as trustee (the "Trustee").  The Securities shall have the maturity
ranges, interest rates, if any, redemption provisions and other terms set forth
in the Prospectus referred to below as it may be amended or supplemented from
time to time.  The Securities will be issued, and the terms and rights thereof
established, from time to time by the Company in accordance with the Indenture.

         1.   The Company represents and warrants to, and agrees with, each
Agent that:


                                         -1-



         (a)  Two registration statements on Form S-3 (File Nos. 33-50115 and
333-06456) in respect of the Securities, have been filed with the Securities and
Exchange Commission (the "Commission"); such registration statements and any
posteffective amendment thereto, each in the form heretofore delivered or to be
delivered to such Agent, excluding exhibits to such registration statements but
including all documents incorporated by reference in the prospectus included in
the latest registration statement, have been declared effective by the
Commission in such form; no other document with respect to such registration
statements or document incorporated by reference therein has heretofore been
filed or transmitted for filing with the Commission (other than the prospectuses
filed pursuant to Rule 424(b) of the rules and regulations of the Commission
under the Securities and Exchange Act of 1933, as amended (the "Act"), each in
the form heretofore delivered to the Agents); and no stop order suspending the
effectiveness of any such registration statements has been issued and no
proceeding for that purpose has been initiated or threatened by the Commission
(any preliminary prospectus included in such registration statements or filed
with the Commission pursuant to Rule 424(a) of the rules and regulations of the
Commission under the Act, are hereinafter called a "Preliminary Prospectus"; the
various parts of such registration statements, including all exhibits thereto
and the documents incorporated by reference in the prospectus contained in the
registration statements at the time such part of the registration statement
became effective but excluding Form T-1, each as amended at the time such part
of the registration statements became effective, is hereinafter collectively
called the "Registration Statement"; the prospectus (including, if applicable,
any prospectus supplement) relating to the Securities, in the form in which it
has most recently been filed, or transmitted for filing, with the Commission on
or prior to the date of this Agreement, is hereinafter called the "Prospectus";
any reference herein to any Preliminary Prospectus or the Prospectus shall be
deemed to refer to and include the documents incorporated by reference therein
pursuant to the applicable form under the Act, as of the date of such
Preliminary Prospectus or Prospectus, as the case may be; any reference to any
amendment or supplement to any Preliminary Prospectus or the Prospectus,
including any supplement to the Prospectus that sets forth only the terms of a
particular issue of the Securities (a "Pricing Supplement"), shall be deemed to
refer to and include any documents filed after the date of such Preliminary
Prospectus or Prospectus, as the case may be, under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and incorporated therein by reference;
any reference to any amendment to the Registration Statement shall be deemed to
refer to and include any annual report of the Company filed pursuant to
Section 13(a) or 15(d) of the Exchange Act after the effective date of the
Registration Statement that is incorporated by reference in the Registration
Statement; and any reference to the Prospectus as amended or supplemented shall
be deemed to refer to and include the Prospectus as amended or supplemented
(including by the applicable Pricing Supplement filed in accordance with
Section 4(a) hereof) in relation to Securities to be sold pursuant to this
Agreement, in the form filed or transmitted for filing with the Commission
pursuant to Rule 424(b) under the Act and in accordance with Section 4(a) hereof
(including any documents incorporated by reference therein as of the date of
such filing);


                                         -2-



         (b)  The documents incorporated by reference in the Prospectus, when
they became effective or were filed with the Commission, as the case may be,
conformed in all material respects to the requirements of the Act or the
Exchange Act, as applicable, and the rules and regulations of the Commission
thereunder, and none of such documents contained an untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading; and any further
documents so filed and incorporated by reference in the Prospectus, or any
further amendment or supplement thereto, when such documents become effective or
are filed with the Commission, as the case may be, will conform in all material
respects to the requirements of the Act or the Exchange Act, as applicable, and
the rules and regulations of the Commission thereunder and will not contain an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading;
PROVIDED, HOWEVER, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with information
furnished in writing to the Company by any Agent expressly for use in the
Prospectus as amended or supplemented to relate to a particular issuance of
Securities;

         (c)  The Registration Statement and the Prospectus conform, and any
further amendments or supplements to the Registration Statement or the
Prospectus will conform, in all material respects to the requirements of the Act
and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and
the rules and regulations of the Commission thereunder and do not and will not,
as of the applicable effective date as to the Registration Statement and any
amendment thereto and as of the applicable filing date as to the Prospectus and
any amendment or supplement thereto, contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading; PROVIDED, HOWEVER, that this
representation and warranty shall not apply to any statements or omissions made
in reliance upon and in conformity with information furnished in writing to the
Company by any Agent expressly for use in the Prospectus as amended or
supplemented to relate to a particular issuance of Securities;

         (d)  Neither the Company nor any of its subsidiaries has sustained
since the date of the latest audited financial statements included or
incorporated by reference in the Prospectus any direct loss or interference with
its business from fire, explosion, flood or other calamity, whether or not
covered by insurance, or from any labor dispute or court or governmental action,
order or decree, which is material to the Company and it subsidiaries taken as a
whole, otherwise than as set forth or contemplated in the Prospectus; and, since
the respective dates as of which information is given in the Registration
Statement and the Prospectus, there has not been any change in the capital stock
or long-term debt of the Company and its subsidiaries taken as a whole (other
than any change in the capital stock resulting from the exercise of stock
options, the issuance of restricted shares under the Company's Restricted Stock
Plan, Non-Employee Director Stock Retainer Plan, Chairman's Service Award,
Junior Fire Marshall Program and Deferred Stock Awards or the conversion of


                                         -3-



Series B Convertible Preferred Stock and Series C Convertible Preferred Stock)
or any material adverse change, or any development involving a prospective
material adverse change, in or affecting the general affairs, management,
financial position, shareholders' equity or results of operations of the Company
and its subsidiaries taken as a whole, otherwise than as set forth or
contemplated in the Prospectus;

         (e)  The Company has been duly incorporated and is validly existing as
a corporation in good standing under the laws of the State of Minnesota, with
power and authority (corporate and other) to own its properties and conduct its
business as described in the Prospectus, and has been duly qualified as a
foreign corporation for the transaction of business and is in good standing
under the laws of each other jurisdiction in which it owns or leases properties,
or conducts any business, so as to require such qualification, and is not
subject to any material liability or disability by reason of the failure to be
so qualified in any such jurisdiction; and each of the Company's principal
subsidiaries (hereinafter called "Principal Subsidiaries"), namely St. Paul Fire
and Marine Insurance Company and The John Nuveen Company, has been duly
incorporated and is validly existing as a corporation in good standing under the
laws of its jurisdiction of incorporation and has been duly qualified as a
foreign corporation for the transaction of business and is in good standing
under the laws of each other jurisdiction in which it owns or leases properties,
or conducts any business, so as to require such qualification;

         (f)  The Company has an authorized capitalization as set forth in the
Prospectus, and all of the issued shares of capital stock of the Company have
been duly authorized and validly issued and are fully paid and non-assessable;
all of the issued shares of capital stock of St. Paul Fire and Marine Insurance
Company and approximately 78% of the issued shares of capital stock of The John
Nuveen Company have been duly authorized and validly issued, are fully paid and
non-assessable and are owned directly or indirectly by the Company, free and
clear of all liens, encumbrances, equities or claims;

         (g)  The Securities have been duly authorized by the Company, and,
when issued and delivered pursuant to this Agreement and any Terms Agreement,
will have been duly executed, authenticated, issued and delivered and will
constitute valid and legally binding obligations of the Company entitled to the
benefits provided by the Indenture; the Indenture has been duly authorized,
executed and delivered and duly qualified under the Trust Indenture Act and
constitutes a valid and legally binding instrument, enforceable in accordance
with its terms, subject, as to enforcement, to bankruptcy, insolvency,
reorganization and other similar laws of general applicability relating to or
affecting creditors' rights and to general equity principles; and the Indenture
conforms, and the Securities of any particular issuance of Securities will
conform, to the descriptions thereof contained in the Prospectus as amended or
supplemented to relate to such issuance of Securities;

         (h)  The issue and sale of the Securities, the compliance by the
Company with all of the provisions of the Securities, the Indenture, this
Agreement and any Terms Agreement, and the consummation of the transactions
herein and therein


                                         -4-



contemplated will not conflict with or result in a breach or violation of any of
the terms or provisions of, or constitute a default under, any indenture,
mortgage, deed of trust, loan agreement or other agreement or instrument to
which the Company or any of its subsidiaries is a party or by which the Company
or any of its subsidiaries is bound or to which any of the property or assets of
the Company or any of its subsidiaries is subject, nor will such action result
in any violation of the provisions of the Restated Articles of Incorporation, as
amended, or the By-laws, as amended, of the Company or any statute or any order,
rule or regulation of any court or governmental agency or body having
jurisdiction over the Company or any of its subsidiaries or any of their
properties; and no consent, approval, authorization, order, registration or
qualification of or with any such court or governmental agency or body is
required for the solicitation of offers to purchase Securities, the issue and
sale of the Securities or the consummation by the Company of the other
transactions contemplated by this Agreement, any Terms Agreement or the
Indenture, except such as have been, or will have been prior to the Commencement
Date (as defined in Section 3 hereof), obtained under the Act or the Trust
Indenture Act and such consents, approvals, authorizations, registrations or
qualifications as may be required under state securities, insurance or Blue Sky
laws in connection with the solicitation by such Agent of offers to purchase
Securities from the Company and with purchases of Securities by such Agent as
principal, as the case may be, in each case in the manner contemplated hereby;

         (i)  Neither the Company nor any of its subsidiaries is in violation
of its organizational documents or in default in the performance or observance
of any material obligation, agreement, covenant or condition contained in any
indenture, mortgage, deed of trust, loan agreement, lease or other agreement or
instrument to which it is a party or by which it or any of its properties is or
may be bound;

         (j)  The statements set forth in the Prospectus under the captions
"Description of Debt Securities" and "Description of Notes", insofar as they
purport to constitute a summary of the terms of the Securities therein
described, and, subject to the limitations set forth therein, under the caption
"United States Taxation", and under the captions "Plan of Distribution" and
"Supplemental Plan of Distribution" insofar as they purport to describe the
provisions of the laws and documents referred to therein, are accurate, complete
and fair;

         (k)  Other than as set forth in the Prospectus, and other than
litigation (none of which is reasonably likely to be material) incidental to the
kinds of business conducted by the Company and its subsidiaries, there are no
legal or governmental proceedings pending to which the Company or any of its
subsidiaries is a party or to which any property of the Company or any of its
subsidiaries is subject which, if determined adversely to the Company or any of
its subsidiaries, would individually or in the aggregate (after giving effect to
any applicable insurance, reinsurance or reserves therefor) have a material
adverse effect on the current or future consolidated financial position,
shareholders' equity or results of operations of the Company and its
subsidiaries, taken as a whole; and, to the best of the Company's knowledge, no
such proceedings are threatened or contemplated by governmental authorities or
threatened by others;


                                         -5-



         (l)  The Company is not and, after giving effect to each offering and
sale of the Securities will not be, an "investment company" or an entity
"controlled" by an "investment company", as such terms are defined in the
Investment Company Act of 1940, as amended (the "Investment Company Act");

         (m)  Neither the Company nor any of its affiliates does business with
the government of Cuba or with any person or affiliate located in Cuba within
the meaning of Section 517.075, Florida Statutes;

         (n)  Immediately after any sale of Securities by the Company hereunder
or under any Terms Agreement, the aggregate amount of Securities which shall
have been issued and sold by the Company hereunder or under any Terms Agreement
and of any debt securities of the Company (other than such Securities) that
shall have been issued and sold pursuant to the Registration Statement will not
exceed the amount of debt securities registered under the Registration
Statement; and

         (o)  KPMG Peat Marwick LLP, who have certified certain financial
statements of the Company and its subsidiaries, are independent public
accountants as required by the Act and the rules and regulations of the
Commission thereunder.

         2.  (a)  On the basis of the representations and warranties herein
contained, and subject to the terms and conditions herein set forth, each of the
Agents hereby severally and not jointly agrees, as agent of the Company, to use
its reasonable efforts to solicit and receive offers to purchase the Securities
from the Company upon the terms and conditions set forth in the Prospectus as
amended or supplemented from time to time.  So long as this Agreement shall
remain in effect with respect to any Agent, the Company shall not, without the
consent of such Agent, solicit or accept offers to purchase, or sell, any debt
securities with a maturity at the time of original issuance of nine months to 20
years except pursuant to this Agreement or any Terms Agreement or except
pursuant to a private placement not constituting a public offering under the Act
or except in connection with a firm commitment underwriting pursuant to an
underwriting agreement that does not provide for a continuous offering of
medium-term debt securities. However, (i) the Company reserves the right to
sell, and may solicit and accept offers to purchase, Securities directly on its
own behalf, and, in the case of any such sale not resulting from a solicitation
made by any Agent, no commission will be payable with respect to such sale; and
(ii) the Company shall have the right at any time to request the Agents to
execute, prior to the date 15 business days after such request, an amendment to
this Agreement to provide for another person to act as an Agent hereunder on
substantially the same terms as the Agents hereunder on the date of such
request, and each Agent shall have the right either to execute such amendment or
to terminate the provisions of this Agreement relating to the solicitation of
offers to purchase Securities from the Company pursuant to Section 10 with
respect to such Agent.  These provisions shall not limit Section 4(f) hereof or
any similar provision included in any Terms Agreement.

         Procedural details relating to the issue and delivery of Securities,
the solicitation of offers to purchase Securities and the payment in each case
therefor shall


                                         -6-



be as set forth in the Administrative Procedure attached hereto as Annex II as
it may be amended from time to time by written agreement between the Agents and
the Company (the "Administrative Procedure").  The provisions of the
Administrative Procedure shall apply to all transactions contemplated hereunder
other than those made pursuant to a Terms Agreement.  Each Agent and the Company
agree to perform the respective duties and obligations specifically provided to
be performed by each of them in the Administrative Procedure.  The Company will
furnish to the Trustee a copy of the Administrative Procedure as from time to
time in effect.

         The Company reserves the right, in its sole discretion, to instruct
the Agents to suspend at any time, for any period of time or permanently, the
solicitation of offers to purchase the Securities.  As soon as practicable, but
in any event not later than one business day in New York City, after receipt of
notice from the Company, the Agents will suspend solicitation of offers to
purchase Securities from the Company until such time as the Company has advised
the Agents that such solicitation may be resumed.  During such period, the
Company shall not be required to comply with the provisions of Sections 4(h),
4(i), 4(j) and 4(k).  Upon advising the Agents that such solicitation may be
resumed, however, the Company shall simultaneously provide the documents
required to be delivered by Sections 4(h), 4(i), 4(j) and 4(k), and the Agents
shall have no obligation to solicit offers to purchase the Securities until such
documents have been received by the Agents.  In addition, any failure by the
Company to comply with its obligations hereunder, including without limitation
its obligations to deliver the documents required by Sections 4(h), 4(i), 4(j)
and 4(k), shall automatically terminate the Agents' obligations hereunder,
including without limitation its obligations to solicit offers to purchase the
Securities hereunder as agent or to purchase Securities hereunder as principal.

         The Company agrees to pay each Agent a commission, at the time of
settlement of any sale of a Security by the Company as a result of a
solicitation made by such Agent, in an amount equal to the following applicable
percentage of the principal amount of such Security sold:


                                                               COMMISSION
                                                             (PERCENTAGE OF
                                                                AGGREGATE
                                                            PRINCIPAL AMOUNT
       RANGE OF MATURITIES                                 OF SECURITIES SOLD)


From 9 months to less than 1 year. . . . . . . .                .125%
From 1 year to less than 18 months . . . . . . .                .150%
From 18 months to less than 2 years. . . . . . .                .200%
From 2 years to less than 3 years. . . . . . . .                .250%
From 3 years to less than 4 years. . . . . . . .                .350%
From 4 years to less than 5 years. . . . . . . .                .450%
From 5 years to less than 6 years. . . . . . . .                .500%
From 6 years to less than 7 years. . . . . . . .                .550%


                                         -7-



From 7 years to less than 10 years . . . . . . .                .600%
From 10 years to less than 15 years. . . . . . .                .625%
From 15 years to less than 20 years. . . . . . .                .675%
20 years . . . . . . . . . . . . . . . . . . . .                .750%

          (b)  Each sale of Securities to any Agent as principal shall be made
in accordance with the terms of this Agreement and (unless the Company and such
Agent shall otherwise agree) a Terms Agreement, which may be an oral agreement
followed by a written confirmation by such Agent transmitted by facsimile
transmission or other means mutually satisfactory to the parties thereto, and
which will provide for the sale of such Securities to, and the purchase thereof
by, such Agent.  Each Terms Agreement will contain substantially the information
set forth in, and if in writing will be substantially in the form of, Annex I
hereto.  A Terms Agreement may also specify certain provisions relating to the
reoffering of such Securities by such Agent.  The commitment of any Agent to
purchase Securities as principal, whether pursuant to any Terms Agreement or
otherwise, shall be deemed to have been made on the basis of the representations
and warranties of the Company herein contained and shall be subject to the terms
and conditions herein set forth.  Each Terms Agreement shall specify the
principal amount of Securities to be purchased by any Agent pursuant thereto,
the price to be paid to the Company for such Securities, any provisions relating
to rights of, and default by, underwriters acting together with such Agent in
the reoffering of the Securities and the time and date and place of delivery of
and payment for such Securities.  Such Terms Agreement shall also specify any
requirements for opinions of counsel, accountants' letters and officers'
certificates pursuant to Section 4 hereof.  Each Agent proposes to offer
Securities purchased by it as principal for sale at prevailing market prices or
prices related thereto at the time of sale, which may be equal to, greater than
or less than the price at which such Securities are purchased by such Agent from
the Company.

          For each sale of Securities to an Agent as principal that is not made
pursuant to a written Terms Agreement, the procedural details relating to the
issue and delivery of such Securities and payment therefor shall be as set forth
in the Administrative Procedure.  For each such sale of Securities to an Agent
as principal that is not made pursuant to a Terms Agreement, the Company agrees
to pay such Agent a commission (or grant an equivalent discount) as provided in
Section 2(a) hereof and in accordance with the schedule set forth therein.

          Each time and date of delivery of and payment for Securities to be
purchased by an Agent as principal, whether pursuant to a written Terms
Agreement or otherwise, set forth in a Terms Agreement or in accordance with the
Administrative Procedure, is referred to herein as a "Time of Delivery".

          (c)  Each Agent agrees, with respect to any Security denominated in a
currency other than U.S. dollars, as Agent, directly or indirectly, not to
solicit offers to purchase, and as principal under any written Terms Agreement
or otherwise,


                                         -8-



directly or indirectly, not to offer, sell or deliver, such Security in, or to
residents of, the country issuing such currency, except as permitted by
applicable law.

          3.  The documents required to be delivered pursuant to Section 6
hereof on the Commencement Date (as defined below) shall be delivered to the
Agents at the offices of Sullivan & Cromwell, 125 Broad Street, New York, New
York, at 2:00 p.m., New York City time, on the date of this Agreement, which
date and time of such delivery may be postponed by agreement between the Agents
and the Company but in no event shall be later than the day prior to the date on
which solicitation of offers to purchase Securities is commenced or on which any
Terms Agreement is entered into (such time and date being referred to herein as
the "Commencement Date").

          4.  The Company covenants and agrees with each Agent:

          (a)  (i) To make no amendment or supplement to the Registration
Statement or the Prospectus (A) prior to the Commencement Date which shall be
disapproved by any Agent promptly after reasonable notice thereof or (B) after
the date of any Terms Agreement or other agreement by an Agent to purchase
Securities as principal and prior to the related Time of Delivery which shall be
disapproved by any Agent party to such Terms Agreement or so purchasing as
principal promptly after reasonable notice thereof; (ii) to prepare, with
respect to any Securities to be sold through or to such Agent pursuant to this
Agreement, a Pricing Supplement with respect to such Securities in a form
previously approved by such Agent and to file such Pricing Supplement pursuant
to Rule 424(b)(3) under the Act not later than the close of business of the
Commission on the fifth business day after the date on which such Pricing
Supplement is first used; (iii) to make no amendment or supplement to the
Registration Statement or Prospectus, other than any Pricing Supplement, at any
time prior to having afforded each Agent a reasonable opportunity to review and
comment thereon; (iv) to file promptly all reports and any definitive proxy or
information statements required to be filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as
the delivery of a prospectus is required in connection with the offering or sale
of the Securities, and during such time period to advise such Agent, promptly
after the Company receives notice thereof, of the time when any amendment to the
Registration Statement has been filed or has become effective or any supplement
to the Prospectus or any amended Prospectus (other than any Pricing Supplement
that relates to Securities not purchased through or by such Agent) has been
filed with, or transmitted for filing with, the Commission, of the issuance by
the Commission of any stop order or of any order preventing or suspending the
use of any prospectus relating to the Securities, of the suspension of the
qualification of the Securities for offering or sale in any jurisdiction, of the
initiation or threatening of any proceeding for any such purpose, or of any
request by the Commission for the amendment or supplement of the Registration
Statement or Prospectus or for additional information; and (v) in the event of
the issuance of any such stop order or of any such order preventing or
suspending the use of any such prospectus or suspending any such qualification,
to use promptly its best efforts to obtain its withdrawal;


                                         -9-



          (b)  Promptly from time to time to take such action as such Agent may
reasonably request to qualify the Securities for offering and sale under the
securities laws of such United States jurisdictions as such Agent may request
and to comply with such laws so as to permit the continuance of sales and
dealings therein for as long as may be necessary to complete the distribution or
sale of the Securities; PROVIDED, HOWEVER, that in connection therewith the
Company shall not be required to qualify as a foreign corporation or to file a
general consent to service of process in any jurisdiction;

          (c)  To furnish such Agent with copies of the Registration Statement
and each amendment thereto, with copies of the Prospectus as each time amended
or supplemented, other than any Pricing Supplement (except as provided in the
Administrative Procedure), in the form in which it is filed with the Commission
pursuant to Rule 424 under the Act, and with copies of the documents
incorporated by reference therein, all in such quantities as such Agent may
reasonably request from time to time; and, if the delivery of a prospectus is
required at any time in connection with the offering or sale of the Securities
(including Securities purchased from the Company by such Agent as principal) and
if at such time any event shall have occurred as a result of which the
Prospectus as then amended or supplemented would include an untrue statement of
a material fact or omit to state any material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were
made when such Prospectus is delivered, not misleading, or, if for any other
reason it shall be necessary during such same period to amend or supplement the
Prospectus or to file under the Exchange Act any document incorporated by
reference in the Prospectus in order to comply with the Act, the Exchange Act or
the Trust Indenture Act, to notify such Agent and request such Agent, in its
capacity as agent of the Company, to suspend solicitation of offers to purchase
Securities from the Company (and, if so notified, such Agent shall cease such
solicitations as soon as practicable, but in any event not later than one
business day later); and if the Company shall decide to amend or supplement the
Registration Statement or the Prospectus as then amended or supplemented, to so
advise such Agent promptly by telephone (with confirmation in writing) and to
prepare and cause to be filed promptly with the Commission an amendment or
supplement to the Registration Statement or the Prospectus as then amended or
supplemented that will correct such statement or omission or effect such
compliance; PROVIDED, HOWEVER, that if during such same period such Agent
continues to own Securities purchased from the Company by such Agent as
principal or such Agent is otherwise required to deliver a prospectus in respect
of transactions in the Securities, the Company shall promptly prepare and file
with the Commission such an amendment or supplement;

          (d)  To make generally available to its security holders as soon as
practicable, but in any event not later than 18 months after the effective date
of the Registration Statement (as defined in Rule 158(c) under the Act), an
earnings statement of the Company and its subsidiaries (which need not be
audited) complying with Section 11(a) of the Act and the rules and regulations
of the Commission thereunder (including, at the option of the Company, Rule
158);


                                         -10-



          (e)  So long as any Securities are outstanding, to furnish to such
Agent copies of all reports or other communications (financial or other)
furnished to stockholders, and deliver to such Agent (i) as soon as they are
available, copies of any reports and financial statements furnished to or filed
with the Commission or any national securities exchange on which any class of
securities of the Company is listed; and (ii) such additional information
concerning the business and financial condition of the Company as such Agent may
from time to time reasonably request (such financial statements to be on a
consolidated basis to the extent the accounts of the Company and its
subsidiaries are consolidated in reports furnished to its stockholders generally
or to the Commission);

          (f)  That, from the date of any written Terms Agreement with such
Agent or other agreement by such Agent to purchase Securities as principal and
continuing to and including the later of (i) the termination of the trading
restrictions for the Securities purchased thereunder, as notified to the Company
by such Agent and (ii) the related Time of Delivery, the Company will not,
without the prior written consent of such Agent, offer, sell, contract to sell
or otherwise dispose of any debt securities of the Company which both mature
more than 9 months after such Time of Delivery and are substantially similar to
the Securities;

          (g)  That each acceptance by the Company of an offer to purchase
Securities hereunder (including any purchase by such Agent as principal not
pursuant to a written Terms Agreement), and each execution and delivery by the
Company of a written Terms Agreement with such Agent, shall be deemed to be an
affirmation to such Agent that the representations and warranties of the Company
contained in or made pursuant to this Agreement are true and correct as of the
date of such acceptance or of such Terms Agreement, as the case may be, as
though made at and as of such date, and an undertaking that such representations
and warranties will be true and correct as of the settlement date for the
Securities relating to such acceptance or as of the Time of Delivery relating to
such sale, as the case may be, as though made at and as of such date (except
that such representations and warranties shall be deemed to relate to the
Registration Statement and the Prospectus as amended and supplemented relating
to such Securities);

          (h)  That reasonably in advance of each time the Registration
Statement or the Prospectus shall be amended or supplemented (other than by a
Pricing Supplement) and each time a document filed under the Act or the Exchange
Act is incorporated by reference into the Prospectus, and each time the Company
sells Securities to such Agent as principal pursuant to a written Terms
Agreement and such Terms Agreement specifies the delivery of an opinion or
opinions by Sullivan & Cromwell, counsel to the Agents, as a condition to the
purchase of Securities pursuant to such Terms Agreement, the Company shall
furnish to such counsel such papers and information as they may reasonably
request to enable them to furnish to such Agent the opinion or opinions referred
to in Section 6(b) hereof;

          (i)  That each time the Registration Statement or the Prospectus shall
be amended or supplemented (other than by a Pricing Supplement), each time a
document


                                         -11-



filed under the Act or the Exchange Act is incorporated by reference into the
Prospectus and each time the Company sells Securities to such Agent as principal
pursuant to a written Terms Agreement and such Terms Agreement specifies the
delivery of an opinion under this Section 4(i) as a condition to the purchase of
Securities pursuant to such Terms Agreement, the Company shall furnish or cause
to be furnished forthwith to such Agent a written opinion of Andrew Ian
Douglass, Esq., Senior Vice President and General Counsel for the Company, or
other counsel for the Company satisfactory to such Agent, dated the date of such
amendment, supplement, incorporation or Time of Delivery relating to such sale,
as the case may be, in form satisfactory to such Agent, to the effect that such
Agent may rely on the opinion of such counsel referred to in Section 6(c) hereof
which was last furnished to such Agent to the same extent as though it were
dated the date of such letter authorizing reliance (except that the statements
in such last opinion shall be deemed to relate to the Registration Statement and
the Prospectus as amended and supplemented to such date) or, in lieu of such
opinion, an opinion of the same tenor as the opinion of such counsel referred to
in Section 6(c) hereof but modified to relate to the Registration Statement and
the Prospectus as amended and supplemented to such date;

          (j)  That each time the Registration Statement or the Prospectus shall
be amended or supplemented (other than by a Pricing Supplement) and each time
that a document filed under the Act or the Exchange Act is incorporated by
reference into the Prospectus, in either case to set forth financial information
included in or derived from the Company's consolidated financial statements or
accounting records, and each time the Company sells Securities to such Agent as
principal pursuant to a written Terms Agreement and such Terms Agreement
specifies the delivery of a letter under this Section 4(j) as a condition to the
purchase of Securities pursuant to such Terms Agreement, the Company shall cause
the independent certified public accountants who have certified the financial
statements of the Company and its subsidiaries included or incorporated by
reference in the Registration Statement forthwith to furnish such Agent a
letter, dated the date of such amendment, supplement, incorporation or Time of
Delivery relating to such sale, as the case may be, and furnished no later than
the date (the "Comfort Letter Delivery Date") that is five business days after
the date of such amendment, supplement, incorporation or at such Time of
Delivery, as the case may be, in form satisfactory to such Agent, of the same
tenor as the letter referred to in Section 6(d) hereof but modified to relate to
the Registration Statement and the Prospectus as amended or supplemented to the
date of such letter, with such changes as may be necessary to reflect changes in
the financial statements and other information derived from the accounting
records of the Company, to the extent such financial statements and other
information are available as of a date not more than five business days prior to
the date of such letter; PROVIDED, HOWEVER, that, with respect to any financial
information or other matter, such letter may reconfirm as true and correct at
such date as though made at and as of such date, rather than repeat statements
with respect to such financial information or other matter made in the letter
referred to in Section 6(d) hereof which was last furnished to such Agent;

          (k)  That each time the Registration Statement or the Prospectus shall
be amended or supplemented (other than by a Pricing Supplement), each time a


                                         -12-



document filed under the Act or the Exchange Act is incorporated by reference
into the Prospectus, and each time the Company sells Securities to such Agent as
principal pursuant to a written Terms Agreement and such Terms Agreement
specifies the delivery of a certificate under this Section 4(k) as a condition
to the purchase of Securities pursuant to such Terms Agreement, the Company
shall furnish or cause to be furnished forthwith to such Agent a certificate,
dated the date of such supplement, amendment, incorporation or Time of Delivery
relating to such sale, as the case may be, in such form and executed by such
officers of the Company as shall be satisfactory to such Agent, to the effect
that the statements contained in the certificates referred to in Section 6(h)
hereof which were last furnished to such Agent are true and correct at such date
as though made at and as of such date (except that such statements shall be
deemed to relate to the Registration Statement and the Prospectus as amended and
supplemented to such date) or, in lieu of such certificate, certificates of the
same tenor as the certificates referred to in said Section 6(h) but modified to
relate to the Registration Statement and the Prospectus as amended and
supplemented to such date; and

          (l)  To offer to any person who has agreed to purchase Securities from
the Company as the result of an offer to purchase solicited by such Agent the
right to refuse to purchase and pay for such Securities if, on the related
settlement date, fixed pursuant to the Administrative Procedure, any condition
set forth in Section 6(a), 6(e) or 6(f) hereof shall, not have been satisfied
(it being understood that the judgment of such person with respect to the
impracticability or inadvisability of such purchase of Securities shall be
substituted, for purposes of this Section 4(l), for the respective judgments of
an Agent with respect to certain matters referred to in such Sections 6(e) and
6(f), and that such Agent shall have no duty or obligation whatsoever to
exercise the judgment permitted under such Sections 6(e) and 6(f) on behalf of
any such person).

          5.  The Company covenants and agrees with each Agent that the Company
will pay or cause to be paid the following:  (i) the fees, disbursements and
expenses of the Company's counsel and accountants in connection with the
registration of the Securities under the Act and all other expenses in
connection with the preparation, printing and filing of the Registration
Statement, any Preliminary Prospectus, the Prospectus and any Pricing
Supplements and all other amendments and supplements thereto and the mailing and
delivering of copies thereof to such Agent; (ii) the fees, disbursements and
expenses of counsel for the Agents in connection with the establishment of the
program contemplated hereby, any opinions to be rendered by such counsel
hereunder and under any Terms Agreement and the transactions contemplated
hereunder and under any Terms Agreement; (iii) the cost of printing, producing
or reproducing this Agreement, any written Terms Agreement, the Indenture, any
Blue Sky and Legal Investment Memoranda, closing documents (including any
compilations thereof) and any other documents in connection with the offering,
purchase, sale and delivery of the Securities; (iv) all expenses in connection
with the qualification of the Securities for offering and sale under state
securities laws as provided in Section 4(b) hereof, including the fees and
disbursements of counsel for the Agents in connection with such qualification
and in connection with the Blue Sky


                                         -13-



and legal investment surveys; (v) any fees charged by securities rating services
for rating the Securities; (vi) any filing fees incident to, and the fees and
disbursements of counsel for the Agents in connection with, any required review
by the National Association of Securities Dealers, Inc. of the terms of the sale
of the Securities; (vii) the cost of preparing, and providing any CUSIP or other
identification numbers for, the Securities; (viii) the fees and expenses of the
Trustee and any agent of the Trustee and any transfer or paying agent of the
Company and the fees and disbursements of counsel for any Trustee or such agent
in connection with any Indenture and the Securities; (ix) the fees and expenses
of any Depository (as defined in the Indenture) and any nominees thereof in
connection with the Securities; (x) any advertising expenses connected with the
solicitation of offers to purchase and the sale of Securities so long as such
advertising expenses have been approved in advance by the Company; and (xi) all
other costs and expenses incident to the performance of its obligations
hereunder which are not otherwise specifically provided for in this Section.
Except as provided in Sections 7 and 8 hereof, each Agent shall pay all other
expenses it incurs.

          6.  The obligation of any Agent, as agent of the Company, at any time
("Solicitation Time") to solicit offers to purchase the Securities and the
obligation of any Agent to purchase Securities as principal, pursuant to any
written Terms Agreement or otherwise, shall in each case be subject, in such
Agent's discretion, to the condition that all representations and warranties and
other statements of the Company herein (and, in the case of an obligation of an
Agent under a written Terms Agreement, in or incorporated by reference in such
Terms Agreement) are true and correct at and as of the Commencement Date and any
applicable date referred to in Section 4(k) hereof that is prior to such
Solicitation Time or Time of Delivery, as the case may be, and at and as of such
Solicitation Time or Time of Delivery, as the case may be, the condition that
prior to such Solicitation Time or Time of Delivery, as the case may be, the
Company shall have performed all of its obligations hereunder theretofore to be
performed, and the following additional conditions:

          (a)  (i) With respect to any Securities sold at or prior to such
Solicitation Time or Time of Delivery, as the case may be, the Prospectus as
amended or supplemented (including the Pricing Supplement) with respect to such
Securities shall have been filed with the Commission pursuant to Rule 424(b)
under the Act within the applicable time period prescribed for such filing by
the rules and regulations under the Act and in accordance with Section 4(a)
hereof; (ii) no stop order suspending the effectiveness of the Registration
Statement or any part thereof shall have been issued and no proceeding for that
purpose shall have been initiated or threatened by the Commission; and (iii) all
requests for additional information on the part of the Commission shall have
been complied with to the reasonable satisfaction of such Agent;

          (b)  Sullivan & Cromwell, counsel to the Agents, shall have furnished
to such Agent (i) such opinion or opinions, dated the Commencement Date, with
respect to the incorporation of the Company, the validity of the Indenture, the
Securities, the Registration Statement, the Prospectus as amended or
supplemented and other related


                                         -14-



matters as such Agent may reasonably request, and (ii) if and to the extent
requested by such Agent, with respect to each applicable date referred to in
Section 4(h) hereof that is on or prior to such Solicitation Time or Time of
Delivery, as the case may be, an opinion or opinions, dated such applicable
date, to the effect that such Agent may rely on the opinion or opinions which
were last furnished to such Agent pursuant to this Section 6(b) to the same
extent as though it or they were dated the date of such letter authorizing
reliance (except that the statements in such last opinion or opinions shall be
deemed to relate to the Registration Statement and the Prospectus as amended and
supplemented to such date) or, in any case, in lieu of such an opinion or
opinions, an opinion or opinions of the same tenor as the opinion or opinions
referred to in clause (i) but modified to relate to the Registration Statement
and the Prospectus as amended and supplemented to such date; and in each case
such counsel shall have received such papers and information as they may
reasonably request to enable them to pass upon such matters;

          (c)  Andrew Ian Douglass, Esq., Senior Vice President and General
Counsel for the Company, or other counsel for the Company satisfactory to such
Agent, shall have furnished to such Agent his written opinion, dated the
Commencement Date and each applicable date referred to in Section 4(i) hereof
that is on or prior to such Solicitation Time or Time of Delivery, as the case
may be, in form and substance satisfactory to such Agent, to the effect that:

          (i)  The Company has been duly incorporated and is validly existing as
     a corporation in good standing under the laws of the State of Minnesota,
     with corporate power and authority to own its properties and conduct its
     business as described in the Prospectus as amended or supplemented;

          (ii)  The Company has an authorized share capital as set forth in the
     Prospectus as amended or supplemented and all of the issued shares of
     capital stock of the Company have been duly authorized and validly issued
     and are fully paid and non-assessable;

          (iii)  The Company has been duly qualified to do business as a foreign
     corporation and is in good standing in each state or jurisdiction in which,
     in such counsel's opinion, the Company is required to be so qualified or if
     the Company is not so qualified in any such state or jurisdiction, the
     failure to so qualify would not, considering all cases in the aggregate,
     involve a material risk to the business, properties, financial position or
     results of operation of the Company and its subsidiaries, taken as a whole;

          (iv)  Each of the Principal Subsidiaries has been duly incorporated
     and is validly existing as a corporation in good standing under the laws of
     its jurisdiction of incorporation; all of the issued shares of capital
     stock of St. Paul Fire and Marine Insurance Company and approximately 78%
     of the issued shares of capital stock of The John Nuveen Company have been
     duly authorized and validly issued, are fully paid and non-assessable, and
     are owned directly or indirectly by the Company, free and clear of all
     liens, encumbrances,


                                         -15-



     equities or claims (such counsel being entitled to rely in respect of the
     opinion in this clause upon opinions of local counsel and in respect of
     matters of fact upon certificates of officers of the Company or the
     Principal Subsidiaries, provided that, such counsel shall state that he
     believes that both the Agents and he are justified in relying upon such
     opinions and certificates);

          (v)  To the best of such counsel's knowledge, there are no legal or
     governmental proceedings pending to which the Company or any of its
     subsidiaries is a party or to which any property of the Company or any of
     its subsidiaries is subject, other than as set forth in the Prospectus and
     other than litigation or proceedings (none of which is reasonably likely to
     be material) incident to the kinds of business conducted by the Company and
     its subsidiaries, which, if determined adversely to the Company or any of
     its subsidiaries, would individually or in the aggregate (after giving
     effect to any applicable insurance, reinsurance or reserves therefor) have
     a material adverse effect on the current or future consolidated financial
     position, shareholders' equity or results of operations of the Company and
     its subsidiaries, taken as a whole; and to the best of such counsel's
     knowledge, no such proceedings are threatened or contemplated by
     governmental authorities or threatened by others;

          (vi)  This Agreement and any applicable Terms Agreement have been duly
     authorized, executed and delivered by the Company;

          (vii)  The Securities have been duly authorized and, when duly
     executed, authenticated, issued and delivered by the Company, will
     constitute valid and legally binding obligations of the Company entitled to
     the benefits provided by the Indenture; and the Indenture conforms and the
     Securities will conform to the descriptions thereof in the Prospectus as
     amended or supplemented;

          (viii)  The Indenture has been duly authorized, executed and delivered
     by the Company and constitutes a valid and legally binding instrument,
     enforceable in accordance with its terms, subject, as to enforcement, to
     bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
     similar laws of general applicability relating to or affecting creditors'
     rights and to general equity principles; and the Indenture has been duly
     qualified under the Trust Indenture Act;

          (ix)  The issue and sale of the Securities, the compliance by the
     Company with all of the provisions of the Securities, the Indenture, this
     Agreement and any applicable Terms Agreement and the consummation of the
     transactions herein and therein contemplated will not conflict with or
     result in a breach or violation of any of the terms or provisions of, or
     constitute a default under, or result in the creation or imposition of any
     lien, charge or encumbrance upon any of the property or assets of the
     Company or any of its subsidiaries pursuant to the terms of any indenture,
     mortgage, deed of trust, loan agreement or other agreement or instrument
     known to such counsel to which


                                         -16-



     the Company or any of its subsidiaries is a party or by which the Company
     or any of its subsidiaries is bound or to which any of the property or
     assets of the Company or any of its subsidiaries is subject, nor will such
     actions result in any violation of the provisions of the Restated Articles
     of Incorporation, as amended, or By-laws, as amended, of the Company or any
     statute or any order, rule or regulation known to such counsel of any court
     or governmental agency or body having jurisdiction over the Company or any
     of its subsidiaries or any of their properties;

          (x)  No consent, approval, authorization, order, registration or
     qualification of or with any court or governmental agency or body is
     required for the solicitation of offers to purchase Securities, the issue
     and sale of the Securities or the consummation by the Company of the other
     transactions contemplated by this Agreement, any applicable Terms
     Agreement, or the Indenture, except such as have been obtained under the
     Act and the Trust Indenture Act and such consents, approvals,
     authorizations, registrations or qualifications as may be required under
     state securities, insurance or Blue Sky laws in connection with the
     solicitation by the Agents of offers to purchase Securities from the
     Company and with purchases of Securities by an Agent as principal, as the
     case may be, in each case in the manner contemplated hereby;

          (xi)  Neither the Company nor any of its subsidiaries is in violation
     of its organizational documents or in default in the performance or
     observance of any material obligation, agreement, covenant or condition
     contained in any indenture, mortgage, deed of trust, loan agreement, lease
     or other agreement or instrument to which it is a party or by which it or
     any of its properties is or may be bound;

          (xii)  The statements set forth in the Prospectus under the captions
     "Description of Debt Securities" and "Description of Notes", insofar as
     they purport to constitute a summary of the terms of the Securities therein
     described, and, subject to the limitations set forth therein, under the
     caption "United States Taxation", and under the captions "Plan of
     Distribution" and "Supplemental Plan of Distribution" insofar as they
     purport to describe the provisions of the laws and documents referred to
     therein, are accurate, complete and fair;

          (xiii)  The Company is not and, after giving effect to each offering
     and sale of the Securities will not be, an "investment company" or an
     entity "controlled" by an "investment company", as such terms are defined
     in the Investment Company Act;

          (xiv)  The documents incorporated by reference in the Prospectus as
     amended or supplemented (other than the financial statements and related
     schedules therein, as to which such counsel need express no opinion), when
     they became effective or were filed with the Commission, as the case may
     be, complied as to form in all material respects with the requirements of
     the Act or


                                         -17-



     the Exchange Act, as applicable, and the rules and regulations of the
     Commission thereunder; and such counsel has no reason to believe that any
     of such documents, when they became effective or were so filed, as the case
     may be, contained, in the case of a registration statement which became
     effective under the Act, an untrue statement of a material fact or omitted
     to state a material fact required to be stated therein or necessary to make
     the statements therein not misleading, or, in the case of other documents
     which were filed under the Act or the Exchange Act with the Commission, an
     untrue statement of a material fact or omitted to state a material fact
     necessary in order to make the statements therein, in the light of the
     circumstances under which they were made when such documents were so filed,
     not misleading; and

          (xv)  The Registration Statement and the Prospectus as amended or
     supplemented and any further amendments and supplements thereto made by the
     Company prior to the date of such opinion for the Securities (other than
     the financial statements and related schedules therein, as to which counsel
     need express no opinion) comply as to form in all material respects with
     the requirements of the Act and the Trust Indenture Act and the rules and
     regulations thereunder; such counsel has no reason to believe that, as of
     its effective date, the Registration Statement or any further amendment or
     supplement thereto made by the Company prior to the date of such opinion
     (other than the financial statements and related schedules therein, as to
     which such counsel need express no opinion) contained an untrue statement
     of a material fact or omitted to state a material fact required to be
     stated therein or necessary to make the statements therein not misleading
     or that, as of its date, the Prospectus as amended or supplemented or any
     further amendment or supplement thereto made by the Company prior to the
     date of such opinion (other than the financial statements and related
     schedules therein, as to which such counsel need express no opinion)
     contained an untrue statement of a material fact or omitted to state a
     material fact necessary to make the statements therein, in light of the
     circumstances in which they were made, not misleading or that, as of the
     date of such opinion, either the Registration Statement or the Prospectus
     as amended or supplemented or any further amendment or supplement thereto
     made by the Company prior to the date of such opinion (other than the
     financial statements and related schedules therein, as to which such
     counsel need express no opinion) contains an untrue statement of a material
     fact or omits to state a material fact necessary to make the statements
     therein, in light of the circumstances in which they were made, not
     misleading; and such counsel does not know of any amendment to the
     Registration Statement required to be filed or any contracts or other
     documents of a character required to be filed as an exhibit to the
     Registration Statement or required to be incorporated by reference into the
     Prospectus as amended or supplemented or required to be described in the
     Registration Statement or the Prospectus as amended or supplemented which
     are not filed or incorporated by reference or described as required;


                                         -18-



     PROVIDED that in lieu of the delivery of the opinion set forth in paragraph
     (iv) of this Section 6(c) as to The John Nuveen Company, such counsel may
     cause James J. Wesolowski, Vice President and General Counsel to The John
     Nuveen Company, to deliver an opinion as to such matters, dated the
     Commencement Date and each applicable date referred to in Section 4(i)
     hereof that is on or prior to such Solicitation Time or Time of Delivery,
     as the case may be; and PROVIDED, FURTHER, that in lieu of the delivery of
     the opinion set forth in paragraph (ii) of this Section 6(c) as to the due
     authorization, valid issuance, due payment and non-assessability of the
     issued shares of capital stock of the Company, such counsel may cause
     Oppenheimer Wolff & Donnelly, special Minnesota counsel to the Company, to
     deliver an opinion as to such matters, dated the Commencement Date and each
     applicable date referred to in Section 4(i) hereof that is on or prior to
     such Solicitation Time or Time of Delivery, as the case may be.

          (d)  (i) Not later than 10:00 a.m., New York City time, on the
Commencement Date and on each Comfort Letter Delivery Date or Time of Delivery
referred to in Section 4(j) hereof that is on or prior to such Solicitation Time
or Time of Delivery, as the case may be, the independent certified public
accountants who have certified the financial statements of the Company and its
subsidiaries included or incorporated by reference in the Registration Statement
shall have furnished to such Agent a letter, dated the Commencement Date or the
related applicable date referred to in Section 4(j), as the case may be, and
(ii) if such Solicitation Time is on or after any applicable date referred to in
Section 4(j) but prior to the related Comfort  Letter Delivery Date, such
accountants shall have furnished to such Agent a letter, dated such applicable
date, such letters being, in any such case described in clause (i) or (ii), in
form and substance satisfactory to such Agent, to the effect set forth in
Annex III hereto;

          (e)  (i) Neither the Company nor any of its Principal Subsidiaries
shall have sustained since the date of the latest audited financial statements
included or incorporated by reference in the Prospectus as amended or
supplemented prior to the date of the Pricing Supplement relating to the
Securities to be delivered at the relevant Time of Delivery any loss or
interference with its business from fire, explosion, flood or other calamity,
whether or not covered by insurance, or from any labor dispute or court or
governmental action, order or decree, otherwise than as set forth or
contemplated in the Prospectus as amended or supplemented prior to the date of
the Pricing Supplement relating to the Securities to be delivered at the
relevant Time of Delivery and (ii) since the respective dates as of which
information is given in the Prospectus as amended or supplemented prior to the
date of the Pricing Supplement relating to the Securities to be delivered at the
relevant Time of Delivery there shall not have been any change in the capital
stock or long-term debt of the Company and its subsidiaries taken as a whole
(other than any change in the capital stock resulting from the exercise of stock
options, the issuance of restricted shares under the Company's Restricted Stock
Plan, Non-Employee Director Stock Retainer Plan, Chairman's Service Award,
Junior Fire Marshall Program and Deferred Stock Awards or the conversion of
Series B Convertible Preferred Stock and Series C Convertible Preferred Stock)
or any change, or any development involving a prospective change, in or
affecting the general


                                         -19-



affairs, management, financial position, stockholders' equity or results of
operations of the Company and its subsidiaries, otherwise than as set forth or
contemplated in the Prospectus as amended or supplemented prior to the date of
the Pricing Supplement relating to the Securities to be delivered at the
relevant Time of Delivery, the effect of which, in any such case described in
clause (i) or (ii), is in the judgment of such Agent so material and adverse as
to make it impracticable or inadvisable to proceed with the solicitation by such
Agent of offers to purchase Securities from the Company or the purchase by such
Agent of Securities from the Company as principal, as the case may be, on the
terms and in the manner contemplated in the Prospectus as amended or
supplemented prior to the date of the Pricing Supplement relating to the
Securities to be delivered at the relevant Time of Delivery;

          (f)  On or after the date hereof (i) no downgrading shall have
occurred in the rating accorded the Company's debt securities or the Company's
financial strength or claims paying ability by any "nationally recognized
statistical rating organization", as that term is defined by the Commission for
purposes of Rule 436(g)(2) under the Act, and (ii) no such organization shall
have publicly announced that it has under surveillance or review, with possible
negative implications, its rating of any of the Company's debt securities or the
Company's financial strength or claims paying ability;

          (g)  On or after the date hereof there shall not have occurred any of
the following: (i) a suspension or material limitation in trading in securities
generally on the New York Stock Exchange; (ii) a suspension or material
limitation in trading in the Company's securities on the New York Stock
Exchange; (iii) a general moratorium on commercial banking activities in New
York declared by either Federal or New York State authorities; or (iv) the
outbreak or escalation of hostilities involving the United States or the
declaration by the United States of a national emergency or war, if the effect
of any such event specified in clause (iv) in the judgment of such Agent makes
it impracticable or inadvisable to proceed with the solicitation of offers to
purchase Securities or the purchase of the Securities from the Company as
principal pursuant to the applicable Terms Agreement or otherwise, as the case
may be, on the terms and in the manner contemplated in the Prospectus; and

          (h)  The Company shall have furnished or caused to be furnished to
such Agent certificates of officers of the Company dated the Commencement Date
and each applicable date referred to in Section 4(k) hereof that is on or prior
to such Solicitation Time or Time of Delivery, as the case may be, in such form
and executed by such officers of the Company as shall be satisfactory to such
Agent, as to the accuracy of the representations and warranties of the Company
herein at and as of the Commencement Date or such applicable date, as the case
may be, as to the performance by the Company of all of its obligations hereunder
to be performed at or prior to the Commencement Date or such applicable date, as
the case may be, as to the matters set forth in subsections (a) and (e) of this
Section 6, and as to such other matters as such Agent may reasonably request.


                                         -20-



          7.  (a)  The Company will indemnify and hold harmless each Agent
against any losses, claims, damages or liabilities, joint or several, to which
such Agent may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in any Preliminary Prospectus, the Registration
Statement, the Prospectus, the Prospectus as amended or supplemented or any
other prospectus relating to the Securities, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and will reimburse such Agent for any
legal or other expenses reasonably incurred by it in connection with
investigating or defending any such action or claim as such expenses are
incurred; PROVIDED, HOWEVER, that the Company, shall not be liable in any such
case to the extent that any such loss, claim, damage or liability arises out of
or is based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in any Preliminary Prospectus, the Registration Statement,
the Prospectus, the Prospectus as amended or supplemented or any other
prospectus relating to the Securities, or any such amendment or supplement, in
reliance upon and in conformity with written information furnished to the
Company by such Agent expressly for use therein.

          (b)  Each Agent will indemnify and hold harmless the Company against
any losses, claims, damages or liabilities to which the Company may become
subject, under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
Preliminary Prospectus, the Registration Statement, the Prospectus, the
Prospectus as amended or supplemented or any other prospectus relating to the
Securities, or any amendment or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
in each case to the extent, but only to the extent, that such untrue statement
or alleged untrue statement or omission or alleged omission was made in any
Preliminary Prospectus, the Registration Statement, the Prospectus, the
Prospectus as amended or supplemented or any other prospectus relating to the
Securities, or any such amendment or supplement, in reliance upon and in
conformity with written information furnished to the Company by such Agent
expressly for use therein; and will reimburse the Company for any legal or other
expenses reasonably incurred by the Company in connection with investigating or
defending any such action or claim as such expenses are incurred.

          (c)  Promptly after receipt by an indemnified party under
subsection (a) or (b) above of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under such subsection.  In case any such
action shall be brought against any indemnified party and


                                         -21-



it shall notify the indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate therein and, to the extent
that it shall wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel satisfactory to such
indemnified party (who shall not, except with the consent of the indemnified
party, be counsel to the indemnifying party), and, after notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party shall not be liable to such indemnified
party under such subsection for any legal expenses of other counsel or any other
expenses, in each case subsequently incurred by such indemnified party, in
connection with the defense thereof other than reasonable costs of
investigation.  No indemnifying party shall, without the written consent of the
indemnified party, effect the settlement or compromise of, or consent to the
entry of any judgment with respect to, any pending or threatened action or claim
in respect of which indemnification or contribution may be sought hereunder
(whether or not the indemnified party is an actual or potential party to such
action or claim) unless such settlement, compromise or judgment (i) includes an
unconditional release of the indemnified party from all liability arising out of
such action or claim and (ii) does not include a statement as to, or an
admission of, fault, culpability or a failure to act, by or on behalf of any
indemnified party.

          (d)  If the indemnification provided for in this Section 7 is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and each Agent on the
other from the offering of the Securities to which such loss, claim, damage or
liability (or action in respect thereof) relates.  If, however, the allocation
provided by the immediately preceding sentence is not permitted by applicable
law or if the indemnified party failed to give the notice required under
subsection (c) above, then each indemnifying party shall contribute to such
amount paid or payable by such indemnified party in such proportion as is
appropriate to reflect, not only such relative benefits but also the relative
fault of the Company on the one hand and each Agent on the other in connection
with the statements or omissions which resulted in such losses, claims, damages
or liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations.  The relative benefits received by the Company on the
one hand and each Agent on the other shall be deemed to be in the same
proportion as the total net proceeds from the sale of such Securities (before
deducting expenses) received by the Company bear to the total commissions or
discounts received by such Agent in respect thereof.  The relative fault shall
be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact required to be stated therein or necessary in order to make the
statements therein not misleading relates to information supplied by the Company
on the one hand or by any Agent on the other and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.  The Company and each Agent agree that it


                                         -22-



would not be just and equitable if contribution pursuant to this subsection (d)
were determined by per capita allocation (even if all Agents were treated as one
entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to above in this
subsection (d).  The amount paid or payable by an indemnified party as a result
of the losses, claims, damages or liabilities (or actions in respect thereof)
referred to above in this subsection (d) shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim.  Notwithstanding the
provisions of this subsection (d), an Agent shall not be required to contribute
any amount in excess of the amount by which the total public offering price at
which the Securities purchased by or through it were sold exceeds the amount of
any damages which such Agent has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission.  No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.  The obligations of each of the
Agents under this subsection (d) to contribute are several in proportion to the
respective purchases made by or through it to which such loss, claim, damage or
liability (or action in respect thereof) relates and are not joint.

          (e)  The obligations of the Company under this Section 7 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any
Agent within the meaning of the Act; and the obligations of each Agent under
this Section 7 shall be in addition to any liability which such Agent may
otherwise have and shall extend, upon the same terms and conditions, to each
officer and director of the Company and to each person, if any, who controls the
Company within the meaning of the Act.

          8.  Each Agent, in soliciting offers to purchase Securities from the
Company and in performing the other obligations of such Agent hereunder (other
than in respect of any purchase by an Agent as principal, pursuant to a written
Terms Agreement or otherwise) is acting solely as agent for the Company and not
as principal.  Each Agent will make reasonable efforts to assist the Company in
obtaining performance by each purchaser whose offer to purchase Securities from
the Company was solicited by such Agent and has been accepted by the Company,
but such Agent shall not have any liability to the Company in the event such
purchase is not consummated for any reason.  If the Company shall default on its
obligation to deliver Securities to a purchaser whose offer it has accepted, the
Company shall (i) hold each Agent harmless against any loss, claim or damage
arising from or as a result of such default by the Company and
(ii) notwithstanding such default, pay to the Agent that solicited such offer
any commission to which it would be entitled in connection with such sale.

          9.  The respective indemnities, agreements, representations,
warranties and other statements by any Agent and the Company set forth in or
made pursuant to this Agreement shall remain in full force and effect regardless
of any investigation (or any statement as to the results thereof) made by or on
behalf of any Agent


                                         -23-



or any controlling person of any Agent, or the Company, or any officer or
director or any controlling person of the Company, and shall survive each
delivery of and payment for any of the Securities.

          10.  The provisions of this Agreement relating to the solicitation of
offers to purchase Securities from the Company may be suspended or terminated at
any time by the Company as to any Agent or by any Agent as to such Agent upon
the giving of written notice of such suspension or termination to such Agent or
the Company, as the case may be.  In the event of such suspension or termination
with respect to any Agent, (x) this Agreement shall remain in full force and
effect with respect to any Agent as to which such suspension or termination has
not occurred, (y) this Agreement shall remain in full force and effect with
respect to the rights and obligations of any party which have previously accrued
or which relate to Securities which are already issued, agreed to be issued or
the subject of a pending offer at the time of such suspension or termination and
(z) in any event, this Agreement shall remain in full force and effect insofar
as the fourth paragraph of Section 2(a), Section 4(d), Section 4(e), Section 5,
Section 7, Section 8 and Section 9 hereof are concerned.

          11.  Except as otherwise specifically provided herein or in the
Administrative Procedure, all statements, requests, notices and advices
hereunder shall be in writing, or by telephone if promptly confirmed in writing,
and if to Goldman, Sachs & Co. shall be sufficient in all respects when
delivered or sent by facsimile transmission or registered mail to 85 Broad
Street, New York, New York 10004, Facsimile Transmission No. (212) 902-3000,
Attention:  Registration Department, and if to J.P. Morgan Securities Inc. shall
be sufficient in all respects when delivered or sent by telex, facsimile
transmission or registered mail to 60 Wall Street, New York, New York 10260,
Facsimile Transmission No. (212) 837-5909, Attention:  Medium-Term Note Desk,
Third Floor, and if to the Company shall be sufficient in all respects, when
delivered or sent by facsimile transmission or registered mail to it at its
address set forth in the Prospectus.

          12.  This Agreement and any Terms Agreement shall be binding upon, and
inure solely to the benefit of, each Agent and the Company, and to the extent
provided in Section 7, Section 8 and Section 9 hereof, the officers and
directors of the Company and any person who controls any Agent or the Company,
and their respective personal representatives, successors and assigns, and no
other person shall acquire or have any right under or by virtue of this
Agreement or any Terms Agreement.  No purchaser of any of the Securities through
or from any Agent hereunder shall be deemed a successor or assign by reason
merely of such purchase.

          13.  Time shall be of the essence in this Agreement and any Terms
Agreement.  As used herein, the term "business day" shall mean any day when the
Commission's office in Washington, D.C. is open for business.

          14.  This Agreement and any Terms Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.


                                         -24-



          15.  This Agreement and any Terms Agreement may be executed by any one
or more of the parties hereto and thereto in any number of counterparts, each of
which shall be deemed to be an original, but all of such respective counterparts
shall together constitute one and the same instrument.

          If the foregoing is in accordance with your understanding, please sign
and return to us five counterparts hereof, whereupon this letter and the
acceptance by each of you thereof shall constitute a binding agreement between
the Company and each of you in accordance with its terms.

                                   Very truly yours,

                                   THE ST. PAUL COMPANIES, INC.



                                   By:  /s/ Douglas W. Leatherdale
                                        ---------------------------
                                        Name:  Douglas W. Leatherdale
                                        Title:  Chairman, President and
                                                  Chief Executive Officer




Accepted in New York, New York,
as of the date hereof:



/s/ Goldman, Sachs & Co.
- --------------------------------------
    (Goldman, Sachs & Co.)


J.P. MORGAN SECURITIES INC.



 
By: /s/ Geoffrey Fitzgerald
    ----------------------------------
    Name: Geoffrey Fitzgerald
    Title: Vice President


                                         -25-




                                                                         ANNEX I
                             THE ST. PAUL COMPANIES, INC.

                             Medium-Term Notes, Series C
                            Due from 9 Months to 20 Years
                                  from Date of Issue

                                   TERMS AGREEMENT
                                   ---------------


                                                                __________, 19__


[Goldman, Sachs & Co.,
85 Broad Street,
New York, New York 10004.]

[J.P. Morgan Securities Inc.,
60 Wall Street,
New York, New York 10260.]

Ladies and Gentlemen:

          The St. Paul Companies, Inc. (the "Company") proposes, subject to the
terms and conditions stated herein and in the Distribution Agreement, dated
___________, 1996 (the "Distribution Agreement"), between the Company on the one
hand and Goldman, Sachs & Co. and J.P. Morgan Securities Inc. (the "Agents") on
the other, to issue and sell to [Goldman, Sachs & Co.] [J.P. Morgan Securities
Inc.] the securities specified in the Schedule hereto (the "Purchased
Securities").  Each of the provisions of the Distribution Agreement not
specifically related to the solicitation by the Agents, as agents of the
Company, of offers to purchase Securities is incorporated herein by reference in
its entirety, and shall be deemed to be part of this Terms Agreement to the same
extent as if such provisions had been set forth in full herein.  Nothing
contained herein or in the Distribution Agreement shall make any party hereto an
agent of the Company or make such party subject to the provisions therein
relating to the solicitation of offers to purchase Securities from the Company,
solely by virtue of its execution of this Terms Agreement.  Each of the
representations and warranties set forth therein shall be deemed to have been
made at and as of the date of this Terms Agreement, except that each
representation and warranty in Section 1 of the Distribution Agreement which
makes reference to the Prospectus shall be deemed to be a representation and
warranty as of the date of the Distribution Agreement in relation to the
Prospectus (as therein defined), and also a representation and a warranty as of
the date of this Terms Agreement in relation to the Prospectus as amended and
supplemented to relate to the Purchased Securities.

          An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Purchased Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.




          Subject to the terms and conditions set forth herein and in the
Distribution Agreement incorporated herein by reference, the Company agrees to
issue and sell to [Goldman, Sachs & Co.] [J.P. Morgan Securities Inc.] and
[Goldman, Sachs & Co.] [J.P. Morgan Securities Inc.] agree(s) to purchase from
the Company the Purchased Securities, at the time and place, in the principal
amount and at the purchase price set forth in the Schedule hereto.

          If the foregoing is in accordance with your understanding, please sign
and return to us five counterparts hereof, and upon acceptance hereof by you
this letter and such acceptance hereof, including those provisions of the
Distribution Agreement incorporated herein by reference, shall constitute a
binding agreement between you and the Company.

                                   THE ST. PAUL COMPANIES, INC.



                                   By:_____________________________
                                        Name:
                                        Title:


Accepted:



[____________________________________]
           (Goldman, Sachs & Co.)


[J.P. MORGAN SECURITIES INC.]


By:_________________________________
     Name:
     Title:


                                         I-2



                                                             Schedule to Annex I




Title of Purchased Securities:

     [[      %] Medium-Term Notes, Series C]

Aggregate Principal Amount:

     [$           ]

[Price to Public:


Purchase Price by [Goldman, Sachs & Co.] [J.P. Morgan Securities Inc.]:

          % of the principal amount of the Purchased Securities[, plus accrued
     interest, if any, from             to            ] [and accrued
     amortization, if any, from        to       ]

Method of and Specified Funds for Payment of Purchase Price:

     [By certified or official bank check or checks, payable to the order of the
     Company, in [[New York] Clearing House] [immediately available] funds]

     [By wire transfer to a bank account specified by the Company in [next day]
     [immediately available] funds]

Indenture:

     Indenture, dated as of March 31, 1990, between the Company and The Chase
     Manhattan Bank, as Trustee

Time of Delivery:

Closing Location:

Maturity:

Interest Rate:

     [    %]

Interest Payment Dates:

     [months and dates]  [commencing _______]


                                         I-3



Documents to be Delivered:

     The following documents referred to in the Distribution Agreement shall be
     delivered as a condition to the Closing:

          [(1) The opinion or opinions of counsel to the Agents referred to in
               Section 4(h).]

          [(2) The opinion of the General Counsel of the Company referred to in
               Section 4(i).]

          [(3) The accountants' letter referred to in Section 4(j).]

          [(4) The officers' certificate referred to in Section 4(k).]

Other Provisions:


                                         I-4



                                                                        ANNEX II




                             THE ST. PAUL COMPANIES, INC.

                               ADMINISTRATIVE PROCEDURE

     This Administrative Procedure relates to the Securities defined in the
Distribution Agreement, dated ......................, 1996 (the "Distribution
Agreement"), between The St. Paul Companies, Inc.(the "Company") and Goldman,
Sachs & Co. and J.P. Morgan Securities Inc. (together, the "Agents"), to which
this Administrative Procedure is attached as Annex II.  Defined terms used
herein and not defined herein shall have the meanings given such terms in the
Distribution Agreement, the Prospectus as amended or supplemented or the
Indenture.

     The procedures to be followed with respect to the settlement of sales of
Securities directly by the Company to purchasers solicited by an Agent, as
agent, are set forth below.  The terms and settlement details related to a
purchase of Securities by an Agent, as principal, from the Company will be set
forth in a Terms Agreement pursuant to the Distribution Agreement, unless the
Company and such Agent otherwise agree as provided in Section 2(b) of the
Distribution Agreement, in which case the procedures to be followed in respect
of the settlement of such sale will be as set forth below.  An Agent, in
relation to a purchase of a Security by a purchaser solicited by such Agent, is
referred to herein as the "Selling Agent" and, in relation to a purchase of a
Security by such Agent as principal other than pursuant to a Terms Agreement, as
the "Purchasing Agent".

     The Company will advise each Agent in writing of those persons with whom
such Agent is to communicate regarding offers to purchase Securities and the
related settlement details.

     Each Security will be issued only in fully registered form and will be
represented by either a global security (a "Global Security") delivered to the
Trustee, as agent for The Depository Trust Company (the "Depositary") and
recorded in the book-entry system maintained by the Depositary (a "Book-Entry
Security") or a certificate issued in definitive form (a "Certificated
Security") delivered to a person designated by an Agent, as set forth in the
applicable Pricing Supplement.  An owner of a Book-Entry Security will not be
entitled to receive a certificate representing such a Security, except as
provided in the Indenture.

     Book-Entry Securities will be issued in accordance with the Administrative
Procedure set forth in Part I hereof, and Certificated Securities will be issued
in accordance with the Administrative Procedure set forth in Part II hereof.

PART I:  ADMINISTRATIVE PROCEDURE FOR BOOK-ENTRY SECURITIES

     In connection with the qualification of the Book-Entry Securities for
eligibility in the book-entry system maintained by the Depositary, the Trustee
will perform the custodial, document control and administrative functions
described below, in accordance with its respective obligations under a Letter of
Representation from the Company and the Trustee to the Depositary, dated the
date hereof, and a Medium-Term Note Certificate Agreement between the Trustee
and the Depositary, dated as of March 10, 1989 (the "Certificate Agreement"),
and its obligations as a


                                         II-1



participant in the Depositary, including the Depositary's Same-Day Funds
Settlement System ("SDFS").

POSTING RATES BY THE COMPANY:

     The Company and the Agents will discuss from time to time the rates of
interest per annum to be borne by and the maturity of Book-Entry Securities that
may be sold as a result of the solicitation of offers by an Agent.  The Company
may establish a fixed set of interest rates and maturities for an offering
period ("posting").  If the Company decides to change already posted rates, it
will promptly advise the Agents to suspend solicitation of offers until the new
posted rates have been established with the Agents.

ACCEPTANCE OF OFFERS BY THE COMPANY:

     Each Agent will promptly advise the Company by telephone or other
appropriate means of all reasonable offers to purchase Book-Entry Securities,
other than those rejected by such Agent.  Each Agent may, in its discretion
reasonably exercised, reject any offer received by it in whole or in part.  Each
Agent also may make offers to the Company to purchase Book-Entry Securities as a
Purchasing Agent.  The Company will have the sole right to accept offers to
purchase Book-Entry Securities and may reject any such offer in whole or in
part.

     The Company will promptly notify the Agent or Purchasing Agent, as the case
may be, of its acceptance or rejection of an offer to purchase Book-Entry
Securities.  If the Company accepts an offer to purchase Book-Entry Securities,
it will confirm such acceptance in writing to the Selling Agent or Purchasing
Agent, as the case may be, and the Trustee.

COMMUNICATION OF SALE INFORMATION TO THE COMPANY BY AGENT AND SETTLEMENT
PROCEDURES:

     A.   After the acceptance of an offer by the Company, the Selling Agent or
Purchasing Agent, as the case may be, will communicate promptly, but in no event
later than the time set forth under "Settlement Procedure Timetable" below, the
following details of the terms of such offer (the "Sale Information") to the
Company by telephone (confirmed in writing) or by facsimile transmission or
other acceptable written means:

       (1)     Principal Amount of Book-Entry Securities to be purchased;

       (2)     If a Fixed Rate Book-Entry Security, the interest rate and
               initial interest payment date;

       (3)     Trade Date;

       (4)     Settlement Date;

       (5)     Maturity Date;

       (6)     Specified Currency and, if the Specified Currency is other than
               U.S. dollars, the applicable Exchange Rate for such Specified
               Currency


                                         II-2



               (it being understood that currently the Depositary accepts
               deposits of Global Securities denominated in U.S. dollars only);

       (7)     Indexed Currency, the Base Rate and the Exchange Rate
               Determination Date, if applicable;

       (8)     Issue Price;

       (9)     Selling Agent's commission or Purchasing Agent's discount, as the
               case may be;

      (10)     Net Proceeds to the Company;

      (11)     If a redeemable Book-Entry Security, such of the following as are
               applicable:

               (I)    REDEMPTION COMMENCEMENT DATE,

               (II)   INITIAL REDEMPTION PRICE (% OF PAR), AND

               (III)  AMOUNT (% OF  PAR) THAT THE REDEMPTION PRICE SHALL DECLINE
                      (BUT NOT BELOW PAR) ON EACH ANNIVERSARY OF THE REDEMPTION
                      COMMENCEMENT DATE;

      (12)     If a Floating Rate Book-Entry Security, such of the following as
               are applicable:

               (I)    INTEREST RATE BASIS,

               (II)   INDEX MATURITY,


               (III)  SPREAD OR SPREAD MULTIPLIER,

               (IV)   MAXIMUM RATE,

               (V)    MINIMUM RATE,

               (VI)   INITIAL INTEREST RATE,

               (VII)  INTEREST RESET DATES,

               (VIII) CALCULATION DATES,

               (IX)   INTEREST DETERMINATION DATES,

               (X)    INTEREST PAYMENT DATES,

               (XI)   REGULAR RECORD DATES, AND

               (XII)  CALCULATION AGENT;


                                         II-3



      (13)     Name, address and taxpayer identification number of the
               registered owner(s);

      (14)     Denomination of certificates to be delivered at settlement;

      (15)     Book-Entry Security or Certificated Security; and

      (16)     Selling Agent or Purchasing Agent.

     B.   After receiving the Sale Information from the Selling Agent or
Purchasing Agent, as the case may be, the Company will communicate such Sale
Information to the Trustee by facsimile transmission or other acceptable written
means.  The Trustee will assign a CUSIP number to the Global Security from a
list of CUSIP numbers previously delivered to the Trustee by the Company
representing such Book-Entry Security and then advise the Company and the
Selling Agent or Purchasing Agent, as the case may be, of such CUSIP number.

     C.   The Trustee will enter a pending deposit message through the
Depositary's Participant Terminal System, providing the following settlement
information to the Depositary, and the Depositary shall forward such information
to such Agent and Standard & Poor's Corporation:

          (1)  The applicable Sale Information;

          (2)  CUSIP number of the Global Security representing such Book-Entry
               Security;

          (3)  Whether such Global Security will represent any other Book-Entry
               Security (to the extent known at such time);

          (4)  Number of the participant account maintained by the Depositary on
               behalf of the Selling Agent or Purchasing Agent, as the case may
               be;

          (5)  The interest payment period; and

          (6)  Initial Interest Payment Date for such Book-Entry Security,
               number of days by which such date succeeds the record date for
               the Depositary's purposes (which in the case of Floating Rate
               Securities which reset weekly shall be the date five calendar
               days immediately preceding the applicable Interest Payment Date
               and in the case of all other Book-Entry Securities shall be the
               Regular Record Date, as defined in the Security) and, if
               calculable at that time, the amount of interest payable on such
               Interest Payment Date.

     D.   The Trustee will complete and authenticate the Global Security
previously delivered by the Company representing such Book-Entry Security.

     E.   The Depositary will credit such Book-Entry Security to the Trustee's
participant account at the Depositary.

     F.   The Trustee will enter an SDFS deliver order through the Depositary's
Participant Terminal System instructing the Depositary to (i) debit such
Book-Entry Security to the Trustee's participant account and credit such
Book-Entry Security to such Agent's participant account and (ii) debit such
Agent's settlement account and


                                         II-4



credit the Trustee's settlement account for an amount equal to the price of such
Book-Entry Security less such Agent's commission.  The entry of such a deliver
order shall constitute a representation and warranty by the Trustee to the
Depositary that (a) the Global Security representing such Book-Entry Security
has been issued and authenticated and (b) the Trustee is holding such Global
Security pursuant to the Certificate Agreement.

     G.   Such Agent will enter an SDFS deliver order through the Depositary's
Participant Terminal System instructing the Depositary (i) to debit such
Book-Entry Security to such Agent's participant account and credit such
Book-Entry Security to the participant accounts of the Participants with respect
to such Book-Entry Security and (ii) to debit the settlement accounts of such
Participants and credit the settlement account of such Agent for an amount equal
to the price of such Book-Entry Security.

     H.   Transfers of funds in accordance with SDFS deliver orders described in
Settlement Procedures "F" and "G" will be settled in accordance with SDFS
operating procedures in effect on the settlement date.

     I.   Upon confirmation of receipt of funds, the Trustee will transfer to
the account of the Company maintained at a bank located in New York, New York,
or such other account as the Company may have previously specified to the
Trustee, in funds available for immediate use in the amount transferred to the
Trustee in accordance with Settlement Procedure "F".

     J.   Upon request, the Trustee will send to the Company a statement setting
forth the principal amount of Book-Entry Securities outstanding as of that date
under the Indenture.

     K.   Such Agent will confirm the purchase of such Book-Entry Security to
the purchaser either by transmitting to the Participants with respect to such
Book-Entry Security a confirmation order or orders through the Depositary's
institutional delivery system or by mailing a written confirmation to such
purchaser.

     L.   The Depositary will, at any time, upon request of the Company or the
Trustee, promptly furnish to the Company or the Trustee a list of the names and
addresses of the participants for whom the Depositary has credited Book-Entry
Securities.

PREPARATION OF PRICING SUPPLEMENT:

     If the Company accepts an offer to purchase a Book-Entry Security, it will
prepare a Pricing Supplement reflecting the terms of such Book-Entry Security
and arrange to have delivered to the Selling Agent or Purchasing Agent, as the
case may be, at least ten copies of such Pricing Supplement, not later than 5:00
p.m., New York City time, on the Business Day following the Trade Date (as
defined below), or if the Company and the purchaser agree to settlement on the
Business Day following the date of acceptance of such offer, not later than
noon, New York City time, on such date.  The Company will arrange to have ten
Pricing Supplements filed with the Commission not later than the close of
business of the Commission on the fifth Business Day following the date on which
such ricing Supplement is first used.


                                         II-5



DELIVERY OF CONFIRMATION AND PROSPECTUS TO PURCHASER BY SELLING AGENT:

     The Selling Agent will deliver to the purchaser of a Book-Entry Security a
written confirmation of the sale and delivery and payment instructions.  In
addition, the Selling Agent will deliver to such purchaser or its agent the
Prospectus as amended or supplemented (including the Pricing Supplement) in
relation to such Book-Entry Security prior to or together with the earlier of
the delivery to such purchaser or its agent of (a) the confirmation of sale or
(b) the Book-Entry Security.

DATE OF SETTLEMENT:

     The receipt by the Company of immediately available funds in payment for a
Book-Entry Security and the authentication and issuance of the Global Security
representing such Book-Entry Security shall constitute "settlement" with respect
to such Book-Entry Security.  All orders of Book-Entry Securities solicited by a
Selling Agent or made by a Purchasing Agent and accepted by the Company on a
particular date (the "Trade Date") will be settled on a date (the "Settlement
Date") which is the third Business Day after the Trade Date pursuant to the
"Settlement Procedure Timetable" set forth below, unless the Company and the
purchaser agree to settlement on another Business Day which shall be no earlier
than the next Business Day after the Trade Date.

Settlement Procedure Timetable:

     For orders of Book-Entry Securities solicited by a Selling Agent and
accepted by the Company for settlement on the third Business Day after the Trade
Date, Settlement Procedures "A" through "I" set forth above shall be completed
as soon as possible but not later than the respective times (New York City time)
set forth below:

SETTLEMENT
PROCEDURE      TIME

A              5:00 p.m.      on the Business Day following the Trade Date or
                              10:00 a.m. on the Business Day prior to the
                              Settlement Date, whichever is earlier

B              12:00 noon     on the second Business Day immediately preceding
                              the Settlement Date

C              2:00 p.m.      on the second Business Day immediately preceding
                              the Settlement Date

D              9:00 a.m.      on the Settlement Date

E              10:00 a.m.     on the Settlement Date

F-G            2:00 p.m.      on the Settlement Date

H              4:45 p.m.      on the Settlement Date


                                         II-6



I              5:00 p.m.      on the Settlement Date


     If the initial interest rate for a Floating Rate Book-Entry Security has
not been determined at the time that Settlement Procedure "A" is completed,
Settlement Procedures "B" and "C" shall be completed as soon as such rate has
been determined but no later than 2:00 p.m. on the second Business Day
immediately preceding the Settlement Date.  Settlement Procedure "H" is subject
to extension in accordance with any extension of Fedwire closing deadlines and
in the other events specified in the SDFS operating procedures in effect on the
Settlement Date.

     If settlement of a Book-Entry Security is rescheduled or canceled, the
Trustee, upon obtaining knowledge thereof, will deliver to the Depositary,
through the Depositary's Participation Terminal System, a cancellation message
to such effect by no later than 2:00 p.m. on the Business Day immediately
preceding the scheduled Settlement Date.

FAILURE TO SETTLE:

     If the Trustee fails to enter an SDFS deliver order with respect to a
Book-Entry Security pursuant to Settlement Procedure "F", the Trustee may
deliver to the Depositary, through the Depositary's Participant Terminal System,
as soon as practicable a withdrawal message instructing the Depositary to debit
such Book-Entry Security to the Trustee's participant account, provided that the
Trustee's participant account contains a principal amount of the Global Security
representing such Book-Entry Security that is at least equal to the principal
amount to be debited.  If a withdrawal message is processed with respect to all
the Book-Entry Securities represented by a Global Security, the Trustee will
mark such Global Security "canceled", make appropriate entries in the Trustee's
records and send such canceled Global Security to the Company.  The CUSIP number
assigned to such Global Security shall, in accordance with CUSIP Service Bureau
procedures, be canceled and not immediately reassigned.  If a withdrawal message
is processed with respect to one or more, but not all, of the Book-Entry
Securities represented by a Global Security, the Trustee will exchange such
Global Security for two Global Securities, one of which shall represent such
Book-Entry Security or Securities and shall be canceled immediately after
issuance and the other of which shall represent the remaining Book-Entry
Securities previously represented by the surrendered Global Security and shall
bear the CUSIP number of the surrendered Global Security.

     If the purchase price for any Book-Entry Security is not timely paid to the
participants with respect to such Book-Entry Security by the beneficial
purchaser thereof (or a person, including an indirect participant in the
Depositary, acting on behalf of such purchaser), such participants and, in turn,
the Agent for such Book-Entry Security may enter deliver orders through the
Depositary's Participant Terminal System debiting such Book-Entry Security to
such participant's account and crediting such Book-Entry Security to such
Agent's account and then debiting such Book-Entry Security to such Agent's
participant account and crediting such Book-Entry Security to the Trustee's
participant account and shall notify the Company and the Trustee thereof.
Thereafter, the Trustee will (i) immediately notify the Company of such order


                                         II-7



and the Company shall transfer to such Agent funds available for immediate use
in an amount equal to the price of such Book-Entry Security which was credited
to the account of the Company maintained at the Trustee in accordance with
Settlement Procedure I, and (ii) deliver the withdrawal message and take the
related actions described in the preceding paragraph.  If such failure shall
have occurred for any reason other than default by the applicable Agent to
perform its obligations hereunder or under the Distribution Agreement, the
Company will reimburse such Agent on an equitable basis for the loss of its use
of funds during the period when the funds were credited to the account of the
Company.

     Notwithstanding the foregoing, upon any failure to settle with respect to a
Book-Entry Security, the Depositary may take any actions in accordance with its
SDFS operating procedures then in effect.  In the event of a failure to settle
with respect to one or more, but not all, of the Book-Entry Securities to have
been represented by a Global Security, the Trustee will provide, in accordance
with Settlement Procedure "D", for the authentication and issuance of a Global
Security representing the other Book-Entry Securities to have been represented
by such Global Security and will make appropriate entries in its records.  The
Company will, from time to time, furnish the Trustee with a sufficient quantity
of Securities.

PART II:  ADMINISTRATIVE PROCEDURE FOR CERTIFICATED SECURITIES

POSTING RATES BY COMPANY:

     The Company and the Agents will discuss from time to time the rates of
interest per annum to be borne by and the maturity of Certificated Securities
that may be sold as a result of the solicitation of offers by an Agent.  The
Company may establish a fixed set of interest rates and maturities for an
offering period ("posting").  If the Company decides to change already posted
rates, it will promptly advise the Agents to suspend solicitation of offers
until the new posted rates have been established with the Agents.

ACCEPTANCE OF OFFERS BY COMPANY:

     Each Agent will promptly advise the Company by telephone or other
appropriate means of all reasonable offers to purchase Certificated Securities,
other than those rejected by such Agent.  Each Agent may, in its discretion
reasonably exercised, reject any offer received by it in whole or in part.  Each
Agent also may make offers to the Company to purchase Certificated Securities as
a Purchasing Agent.  The Company will have the sole right to accept offers to
purchase Certificated Securities and may reject any such offer in whole or in
part.

     The Company will promptly notify the Selling Agent or Purchasing Agent, as
the case may be, of its acceptance or rejection of an offer to purchase
Certificated Securities.  If the Company accepts an offer to purchase
Certificated Securities, it will confirm such acceptance in writing to the
Selling Agent or Purchasing Agent, as the case may be, and the Trustee.


                                         II-8



COMMUNICATION OF SALE INFORMATION TO COMPANY BY AGENT:

     After the acceptance of an offer by the Company, the Selling Agent or
Purchasing Agent, as the case may be, will communicate the following details of
the terms of such offer (the "Sale Information") to the Company by telephone
(confirmed in writing) or by facsimile transmission or other acceptable written
means:

       (1)     Principal Amount of Certificated Securities to be purchased;

       (2)     If a Fixed Rate Certificated Security, the interest rate and
               initial interest payment date;

       (3)     Trade Date;

       (4)     Settlement Date;

       (5)     Maturity Date;

       (6)     Specified Currency and, if the Specified Currency is other than
               U.S. dollars, the applicable Exchange Rate for such Specified
               Currency;

       (7)     Indexed Currency, the Base Rate and the Exchange Rate
               Determination Date, if applicable;

       (8)     Issue Price;

       (9)     Selling Agent's commission or Purchasing Agent's discount, as the
               case may be;

      (10)     Net Proceeds to the Company;

      (11)     If a redeemable Certificated Security, such of the following as
               are applicable:

               (I)    REDEMPTION COMMENCEMENT DATE,

               (II)   INITIAL REDEMPTION PRICE (% OF PAR), AND

               (III)  AMOUNT (% OF PAR) THAT THE REDEMPTION PRICE SHALL DECLINE
                     (BUT NOT BELOW PAR) ON EACH ANNIVERSARY OF THE REDEMPTION
                      COMMENCEMENT DATE;

      (12)     If a Floating Rate Certificated Security, such of the following
               as are applicable:

               (I)    INTEREST RATE BASIS,

               (II)   INDEX MATURITY,

               (III)  SPREAD OR SPREAD MULTIPLIER,


                                         II-9



               (IV)   MAXIMUM RATE,

               (V)    MINIMUM RATE,

               (VI)   INITIAL INTEREST RATE,

               (VII)  INTEREST RESET DATES,

               (VIII) CALCULATION DATES,

               (IX)   INTEREST DETERMINATION DATES,

               (X)    INTEREST PAYMENT DATES,

               (XI)   REGULAR RECORD DATES, AND

               (XII)  CALCULATION AGENT;

      (13)     Name, address and taxpayer identification number of the
               registered owner(s);

      (14)     Denomination of certificates to be delivered at settlement;

      (15)     Book-Entry Security or Certificated Security; and

      (16)     Selling Agent or Purchasing Agent.

PREPARATION OF PRICING SUPPLEMENT BY COMPANY:

     If the Company accepts an offer to purchase a Certificated Security, it
will prepare a Pricing Supplement reflecting the terms of such Certificated
Security and arrange to have delivered to the Selling Agent or Purchasing Agent,
as the case may be, at least ten copies of such Pricing Supplement, not later
than 5:00 p.m., New York City time, on the Business Day following the Trade
Date, or if the Company and the purchaser agree to settlement on the date of
acceptance of such offer, not later than noon, New York City time, on such date.
The Company will arrange to have ten Pricing Supplements filed with the
Commission not later than the close of business of the Commission on the fifth
Business Day following the date on which such Pricing Supplement is first used.

DELIVERY OF CONFIRMATION AND PROSPECTUS TO PURCHASER BY SELLING AGENT:

     The Selling Agent will deliver to the purchaser of a Certificated Security
a written confirmation of the sale and delivery and payment instructions.  In
addition, the Selling Agent will deliver to such purchaser or its agent the
Prospectus as amended or supplemented (including the Pricing Supplement) in
relation to such Certificated Security prior to or together with the earlier of
the delivery to such purchaser or its agent of (a) the confirmation of sale or
(b) the Certificated Security.

DATE OF SETTLEMENT:


                                        II-10



     All offers of Certificated Securities solicited by a Selling Agent or made
by a Purchasing Agent and accepted by the Company will be settled on a date (the
"Settlement Date") which is the third Business Day after the date of acceptance
of such offer, unless the Company and the purchaser agree to settlement (a) on
another Business Day after the acceptance of such offer or (b) with respect to
an offer accepted by the Company prior to 10:00 a.m., New York City time, on the
date of such acceptance.

INSTRUCTION FROM COMPANY TO TRUSTEE FOR PREPARATION OF CERTIFICATED SECURITIES:

     After receiving the Sale Information from the Selling Agent or Purchasing
Agent, as the case may be, the Company will communicate such Sale Information to
the Trustee by telephone (confirmed in writing) or by facsimile transmission or
other acceptable written means.

     The Company will instruct the Trustee by facsimile transmission or other
acceptable written means to authenticate and deliver the Certificated Securities
no later than 2:15 p.m., New York City time, on the Settlement Date.  Such
instruction will be given by the Company prior to 3:00 p.m., New York City time,
on the Business Day immediately preceding the Settlement Date unless the
Settlement Date is the date of acceptance by the Company of the offer to
purchase Certificated Securities in which case such instruction will be given by
the Company by 11:00 a.m., New York City time.

PREPARATION AND DELIVERY OF CERTIFICATED SECURITIES BY TRUSTEE AND RECEIPT OF
PAYMENT THEREFOR:

     The Trustee will prepare each Certificated Security and appropriate
receipts that will serve as the documentary control of the transaction.

     In the case of a sale of Certificated Securities to a purchaser solicited
by a Selling Agent, the Trustee will, by 2:15 p.m., New York City time, on the
Settlement Date, deliver the Certificated Securities to the Selling Agent for
the benefit of the purchaser of such Certificated Securities against delivery by
the Selling Agent of a receipt therefor.  On the Settlement Date the Selling
Agent will deliver payment for such Certificated Securities in immediately
available funds to the Company in an amount equal to the issue price of the
Certificated Securities less the Selling Agent's commission; provided that the
Selling Agent reserves the right to withhold payment for which it has not
received funds from the purchaser.  The Company shall not use any proceeds
advanced by a Selling Agent to acquire securities.

     In the case of a sale of Certificated Securities to a Purchasing Agent, the
Trustee will, by 2:15 p.m., New York City time, on the Settlement Date, deliver
the Certificated Securities to the Purchasing Agent against delivery of payment
for such Certificated Securities in immediately available funds to the Company
in an amount equal to the issue price of the Certificated Securities less the
Purchasing Agent's discount.

FAILURE OF PURCHASER TO PAY SELLING AGENT:


                                        II-11



     If a purchaser (other than a Purchasing Agent) fails to make payment to the
Selling Agent for a Certificated Security, the Selling Agent will promptly
notify the Trustee and the Company thereof by telephone (confirmed in writing)
or by facsimile transmission or other acceptable written means.  The Selling
Agent will immediately return the Certificated Security to the Trustee.
Immediately upon receipt of such Certificated Security by the Trustee, the
Company will return to the Selling Agent an amount equal to the amount
previously paid to the Company in respect of such Certificated Security.  The
Company will reimburse the Selling Agent on an equitable basis for its loss of
the use of funds during the period when they were credited to the account of the
Company.

     The Trustee will cancel the Certificated Security in respect of which the
failure occurred, make appropriate entries in its records and, unless otherwise
instructed by the Company, destroy the Certificated Security.


                                        II-12





                                                                       ANNEX III



                                 ACCOUNTANT'S LETTER


          Pursuant to Section 4(j) and Section 6(d), as the case may be, of the
Distribution Agreement, the Company's independent certified public accountants
shall furnish letters to the effect that:

          (i) They are independent certified public accountants with respect to
the Company and its subsidiaries within the meaning of the Act and the
applicable published rules and regulations thereunder;

          (ii) In their opinion, the financial statements and any supplementary
financial information and schedules audited by them and included or incorporated
by reference in the Registration Statement or the Prospectus comply as to form
in all material respects with the applicable accounting requirements of the Act
or the Exchange Act, as applicable, and the related published rules and
regulations thereunder; and they have made a review in accordance with standards
established by the American Institute of Certified Public Accountants of the
interim consolidated condensed balance sheets and statements of income of the
Company for the periods specified in such letter, as indicated in their reports
thereon, copies of which have been furnished to the Agents;

          (iii) They have made a review in accordance with standards established
by the American Institute of Certified Public Accountants of the unaudited
condensed consolidated statements of income, consolidated balance sheets and
consolidated statements of cash flows included in the Prospectus and/or included
in the Company's quarterly report on Form 10-Q incorporated by reference into
the Prospectus as indicated in their reports thereon copies of which have been
furnished to the Agents; and on the basis of specified procedures including
inquiries of officials of the Company who have responsibility for financial and
accounting matters regarding whether the unaudited condensed consolidated
financial statements referred to in paragraph (v)(A) below comply as to form in
all material respects with the applicable accounting requirements of the Act and
the Exchange Act and the related published rules and regulations, nothing came
to their attention that caused them to believe that the unaudited condensed
consolidated financial statements do not comply as to form in all material
respects with the applicable accounting requirements of the Act and the Exchange
Act and the related published rules and regulations;

          (iv) The unaudited selected financial information with respect to the
consolidated results of operations and financial position of the Company for the
five most recent fiscal years included in the Prospectus and included or
incorporated by reference in Item 6 of the Company's most recently filed Annual
Report on Form 10-K agrees with the corresponding amounts (after restatement
where applicable) in the audited consolidated financial statements for such five
fiscal years which were included or incorporated by reference in the Company's
Annual Reports on Form 10-K for such fiscal years;

          (v) On the basis of limited procedures, not constituting an
examination in accordance with generally accepted auditing standards, consisting
of a reading of the unaudited financial statements and other information
referred to below, a reading


                                        III-1



of the latest available interim financial statement of the Company and certain
of its subsidiaries, inspection of the minute books of the Company and certain
of its subsidiaries since the date of the latest audited financial statements
included or incorporated by reference in the Prospectus, inquiries of officials
of the Company who are responsible for financial and accounting matters and such
other inquiries and procedures as may be specified in such letter, nothing came
to their attention that caused them to believe that:

          (A)  the unaudited consolidated condensed balance sheets and related
     unaudited consolidated condensed statements of income, common shareholders'
     equity and cash flows included or incorporated by reference in the
     Company's Quarterly Reports on Form 10-Q incorporated by reference in the
     Prospectus do not comply as to form in all material respects with the
     applicable accounting requirements of the Exchange Act as it applies to
     Form 10-Q and the related published rules and regulations thereunder or are
     not in conformity with generally accepted accounting principles applied on
     a basis substantially consistent with the basis for the audited
     consolidated statements of income, consolidated balance sheets,
     consolidated statements of common shareholders' equity and consolidated
     statements of cash flows included or incorporated by reference in the
     Company's most recently filed Annual Report on Form 10-K or the
     Registration Statement;

          (B)  any other unaudited income statement data and balance sheet items
     included in the Prospectus do not agree with the corresponding items in the
     unaudited consolidated financial statements from which such data and items
     were derived, and any such unaudited data and items were not determined on
     a basis substantially consistent with the basis for the corresponding
     amounts in the audited consolidated financial statements included or
     incorporated by reference in the Company's Annual Report on Form 10-K for
     the most recent fiscal year;

          (C)  any unaudited pro forma consolidated condensed financial
     statements included or incorporated by reference in the Prospectus do not
     comply as to form in all material respects with the applicable accounting
     requirements of the Act and the published rules and regulations thereunder
     or the pro forma adjustments have not been properly applied to the
     historical amounts in the compilation of those statements;

          (D)  as of a specified date not more than five days prior to the date
     of such letter, there have been any changes in the consolidated capital
     stock of the Company (other than issuances of capital stock upon exercise
     of stock options and upon conversion of Series B Convertible Preferred
     Stock, in each case which were outstanding on the date of the latest
     balance sheet included or incorporated by reference in the Prospectus) or
     any increase in the consolidated short-term borrowings, or long-term debt
     of the Company and its subsidiaries or any other items specified by the
     Agents, or any decreases in any items specified by the Agents, in each case
     as compared with amounts shown in the latest balance sheet included


                                        III-2



     or incorporated by reference in the Prospectus, except in each case for
     changes, increases or decreases which the Prospectus discloses have
     occurred or may occur or which are described in such letter;

          (E)  at the date of the latest available incomplete unaudited
     consolidated condensed balance sheet of the Company and subsidiaries other
     than Minet Holdings PLC, St. Paul (UK) Ltd. and subsidiaries owned or
     managed by Minet Holdings PLC or St. Paul (UK) Ltd. (the "Excluded
     Subsidiaries") there were any decreases in total invested assets, total
     assets or total net assets or other items reasonably specified by the
     Agents, or any increases in any items reasonably specified by the Agents,
     in each case as compared with the amounts reflected in the incomplete
     unaudited consolidated condensed balance sheet at the date of the latest
     financial statements included or incorporated by reference in the
     Prospectus, except in each case for increases or decreases which the
     Prospectus discloses have occurred or may occur or which are described in
     such letter; and

          (F)  for the period from the date of the latest income statement
     included or incorporated by reference in the Prospectus to the date of the
     latest available incomplete unaudited consolidated condensed income
     statement of the Company and subsidiaries other than the Excluded
     Subsidiaries there were any decreases in total revenues, operating earnings
     from continuing operations, net income or earnings per share or other items
     reasonably specified by the Agents, or any increases in any items
     reasonably specified by the Agents, in each case as compared with the
     incomplete unaudited consolidated condensed income statement of the Company
     and subsidiaries other than the Excluded Subsidiaries for the comparable
     period of the preceding year and with any other period of corresponding
     length reasonably specified by the Agents, except in each case for
     increases or decreases which the Prospectus discloses have occurred or may
     occur or which are described in such letter; and

          (vi) In addition to the examination referred to in their report(s)
included or incorporated by reference in the Prospectus and the limited
procedures, inspection of minute books, inquiries and other procedures referred
to in paragraphs (iv) and (v) above, they have carried out certain specified
procedures, not constituting an examination in accordance with generally
accepted auditing standards, with respect to certain amounts, percentages and
financial information specified by the Agents which are derived from the general
accounting records of the Company and its subsidiaries, which appear in the
Prospectus (excluding documents incorporated by reference), or in Part II of, or
in exhibits and schedules to, the Registration Statement specified by the Agents
or in documents incorporated by reference in the Prospectus specified by the
Agents, and have compared certain of such amounts, percentages and financial
information with the accounting records of the Company and its subsidiaries and
have found them to be in agreement.

          All references in this Annex III to the Prospectus shall be deemed to
refer to the Prospectus (including the documents incorporated by reference
therein) as


                                        III-3



defined in the Distribution Agreement as of the Commencement Date referred to in
Section 6(d) thereof and to the Prospectus as amended or supplemented (including
the documents incorporated by reference therein) as of the date of the
amendment, supplement, incorporation or the Time of Delivery relating to the
Terms Agreement requiring the delivery of such letter under Section 4(j)
thereof.


                                        III-4

EX-4.2

                                                                     EXHIBIT 4.2



                                                           [Form of Fixed Rate
                                                        Certificated Security]


REGISTERED

CUSIP NO.
NO. FXR-                                                        $_____________


                             THE ST. PAUL COMPANIES, INC.

                              MEDIUM-TERM NOTE, SERIES C
                                     (Fixed Rate)


SPECIFIED CURRENCY:                                             EXCHANGE RATE
                                                                AGENT:


ORIGINAL                                                        MATURITY
ISSUE DATE:                  INTEREST RATE:                     DATE:


REDEMPTION                                                      REDEMPTION
COMMENCEMENT DATE:                                              PERIODS AND
                                                                PRICES:


REPAYMENT DATE:


AUTHORIZED DENOMINATIONS:                                       REPAYMENT
(Only applicable if Specified                                   PERIODS AND
Currency is other than U.S. dollars)                            PRICES:


OTHER/ADDITIONAL TERMS:                                         DEFAULT RATE:
                                                                (only applica-
                                                                ble if Security
                                                                issued at
                                                                original issue
                                                                discount)

                                                                OID DEFAULT
                                                                AMOUNT:  (only
                                                                applicable if
                                                                Security issued
                                                                at original
                                                                issue discount)

         THE ST. PAUL COMPANIES, INC., a corporation duly organized and
existing under the laws of the State of Minnesota (herein called the "Company",
which term includes


                                         -1-



any successor Person under the Indenture referred to on the reverse hereof), for
value received, hereby promises to pay to
or registered assigns, the principal sum of
                                                 (any such currency or composite
currency being hereinafter referred to as a "Specified Currency") on the
Maturity Date shown above or, together with any premium thereon, upon any
applicable Redemption or Repayment Date specified above, and to pay Interest
thereon from the Original Issue Date shown above or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on May 15 and November 15 of each year and on the Maturity Date,
commencing on the first such Interest Payment Date next succeeding the Original
Issue Date, PROVIDED that if the Original Issue Date is after a Regular Record
Date and before the Interest Payment Date immediately following such Regular
Record Date, interest payments will commence on the second Interest Payment Date
following the Original Issue Date, at the rate per annum set forth above, until
the principal hereof is paid or made available for payment.  The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be the May 1
or November 1 (whether or not a Business Day (as defined below)), as the case
may be, next preceding the May 15 and November 15 Interest Payment Dates;
PROVIDED, HOWEVER, that interest payable at maturity or upon earlier redemption
or repayment will be payable to the Person to whom principal shall be payable.
Any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the registered Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice of which shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture.

         Payment of principal of (and premium, if any) and interest on this
Security will be made in the Specified Currency shown above, except as provided
below.  The Holder of a Security denominated in a Specified Currency other than
U.S. dollars may elect to receive all such payments in U.S. dollars by delivery
of a written request to the Paying Agent, on or prior to the applicable Record
Date or the date fifteen


                                         -2-



calendar days prior to maturity or earlier redemption or repayment, as the case
may be.  Such written request may be in writing (mailed or hand delivered) or by
cable, telex or other form of facsimile transmission.  Such election shall
remain in effect unless such request is revoked on or prior to the applicable
Record Date or the date fifteen days prior to maturity or earlier redemption or
repayment, as the case may be.

         If the Holder has elected to receive payments in U.S. dollars, payment
in respect of such Security will be based upon the exchange rate as determined
by the Exchange Rate Agent based on the highest firm bid quotation for U.S.
dollars received by such Exchange Rate Agent as of 11:00 A.M., New York City
time, on the second Business Day next preceding the applicable payment date from
three recognized foreign exchange dealers, for settlement on such payment date
of the aggregate amount of the Specified Currency payable to all Holders of
Securities electing to receive U.S. dollar payments and at which the applicable
dealer commits to execute a contract.  All currency exchange costs will be borne
by the Holders of such Securities by deductions from such payments.  If three
such bid quotations are not available on the second Business Day preceding the
payment of principal (and premium, if any) or interest with respect to any
Security, such payment will be made in the Specified Currency.  The term
"Business Day", as used herein means any day, other than a Saturday or Sunday,
that is neither a legal holiday nor a day on which banking institutions are
authorized or required by law, regulation or executive order to close in The
City of New York; PROVIDED, HOWEVER, that, if the payment of this Security is to
be made in a currency or composite currency other than U.S. dollars, such day is
also not a day on which banking institutions are authorized or required by law,
regulation or executive order to close in the Principal Financial Center (as
defined below) of the country issuing such currency or composite currency (or,
in the case of European Currency Units ("ECUs"), is not a day that is a non-ECU
clearing day as determined by the ECU Banking Association in Paris).  The term
"Principal Financial Center" as used herein means the capital city of the
country issuing the currency or composite currency in which payment in respect
of this Security is to be made, except that with respect to U.S. dollars,
Deutsche marks, Italian lira, Swiss francs, Dutch guilders and ECUs, the
Principal Financial Center shall be The City of New York, Frankfurt, Milan,
Zurich, Amsterdam and Luxembourg, respectively.

         Payment of the principal of (and premium, if any) and interest on this
Security due at maturity or upon earlier redemption or repayment to be made in
U.S. dollars will be made by wire transfer in immediately available funds upon


                                         -3-


surrender of this Security at the Corporate Trust Office of the Paying Agent in
the Borough of Manhattan, The City of New York, PROVIDED that this Security is
presented to the Paying Agent in time for the Paying Agent to make such payment
in accordance with its normal procedures.  Payments of interest to be made in
U.S. dollars (other than interest payable at maturity or upon earlier redemption
or repayment) will be made by check mailed to the address of the Person entitled
thereto as it appears in the Security Register, or by wire transfer to such
account as may have been designated to the Paying Agent at least 5 days prior to
the Interest Payment Date by such Person.

         Unless otherwise specified above, payments of interest and principal
(and premium, if any) with respect to any Security made in a Specified Currency
other than U.S. dollars will be made by wire transfer in immediately available
funds to an account with a bank located in the country issuing the Specified
Currency (or, with respect to Securities denominated in ECUs, an ECU account) or
other jurisdiction acceptable to the Company and the Paying Agent as shall have
been designated at least 5 days prior to the Interest Payment Date or stated
maturity, redemption or repayment date, as the case may be, by the registered
Holder of this Security on the relevant Regular Record Date or maturity,
redemption or repayment date, provided that, in the case of payment of principal
of (and premium, if any) and any interest due at maturity or upon earlier
redemption or repayment, this Security is presented to the Paying Agent in time
for the Paying Agent to make such payments in such funds in accordance with its
normal procedures.  Such designation shall be made by filing the appropriate
information with the Paying Agent, and, unless revoked, any such designation
made with respect to any Security by a registered Holder will remain in effect
with respect to any further payments with respect to this Security payable to
such Holder.  If a payment with respect to this Security cannot be made by wire
transfer because the required designation has not been received by the Paying
Agent on or before the requisite date or for any other reason, a notice will be
mailed to the Holder at its registered address requesting a designation pursuant
to which such wire transfer can be made and, upon the Paying Agent's receipt of
such a designation, such payment will be made within 5 days of such receipt.
The Company will pay any administrative costs imposed by banks in connection
with making payments by wire transfer, but any tax, assessment or governmental
charge imposed upon payment will be borne by the Holder hereof in respect of
which payments are made.

         If payment on this Security is required to be made in ECUs and on a
payment date with respect to this Security, ECU's are used neither as the unit
of account of the European


                                         -4-



Community (the "EC") or as the currency of the European Union, then all payments
due on such payment date shall be made in U.S. dollars.  The amount so payable
on any payment date in ECUs shall be converted into U.S. dollars at a rate
determined by the Exchange Rate Agent as of the second Business Day prior to the
date on which such payment is due on the following basis:  the component
currencies of the ECUs for this purpose (the "Components") shall be the currency
amounts that were components of the ECUs as of the last date on which ECUs were
used as the unit of account of the EC.  The equivalent of ECUs in U.S. dollars
shall be calculated by aggregating the U.S. dollar equivalents of the
Components.  The U.S. dollar equivalent of each of the Components shall be
determined by the Exchange Rate Agent on the basis of the most recently
available Exchange Rate (as defined below) for the Components or as otherwise
indicated above.  The "Exchange Rate" means the noon buying rate in The City of
New York for cable transfers for the relevant Specified Currency.

         Changes as to the nature or composition of the ECU may be made by the
EC in conformity with the treaty establishing the EC, as amended by the treaty
on the European Union, and EC law, in which event the composition of the ECU
will change accordingly and references to ECU in this Security shall thereafter
be construed as references to the ECU as so changed.

         If the Specified Currency is not available due to the imposition of
exchange controls or other circumstances beyond the Company's control, then the
Company will be entitled to satisfy its obligations to Holders by making
payments in U.S. dollars on the basis of the most recently available Exchange
Rate.  Any payment made under such circumstances in U.S. dollars where the
required payment is other than U.S. dollars will not constitute an Event of
Default under the Indenture.

         REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY
SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

         Unless the certificate of authentication hereon has been executed by
the Trustee or by its Authenticating Agent by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.


                                         -5-




         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.


Dated:                                      THE ST. PAUL COMPANIES, INC.


                                            By______________________________



Attest:


__________________________
Corporate Secretary

[SEAL]



                       TRUSTEE'S CERTIFICATE OF AUTHENTICATION


         This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.


                                            THE CHASE MANHATTAN BANK


                                            By__________________________
                                              Authorized Officer


                                         -6-



                                  [Form of Reverse]

                             THE ST. PAUL COMPANIES, INC.
                              MEDIUM-TERM NOTE, Series C
                                     (Fixed Rate)


          This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of March 31, 1990, (herein called the
"Indenture"), between the Company and The Chase Manhattan Bank, as trustee
(herein called the "Trustee", which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered.  This Security is one of the series
designated on the face hereof.  The Securities of this series may be issued from
time to time in an aggregate principal amount of up to $275,000,000 or its
equivalent in other currencies or composite currencies may mature at different
times, bear interest, if any, at different rates, be redeemable at different
times or not at all, be issued at an original issue discount, and be denominated
in different currencies.

         Interest payments for this Security will include interest accrued to
but excluding the Interest Payment Dates or date of maturity, redemption or
repayment, as the case may be.  Interest payments for this Security shall be
computed and paid on the basis of a 360-day year of twelve 30-day months.

         If any Interest Payment Date or the Maturity Date (or date of
redemption or repayment) of this Security falls on a day that is not a Business
Day, the required payment of principal, premium, if any, and/or interest will be
made on the next succeeding Business Day as if made on the date such payment was
due, and no interest will accrue on such payment for the period from and after
such Interest Payment Date or the Maturity Date (or date of redemption or
repayment), as the case may be, to the date of such payment on the next
succeeding Business Day.

         This Security is not subject to redemption prior to the Maturity Date
shown above unless a Redemption Commencement Date, Redemption Periods and
Redemption Prices are specified above.  If so specified, this Security is
subject to redemption upon not less than 30 nor more than 60



                                         -7-



days' notice by mail, as a whole or in part, at the election of the Company,
during the Redemption Periods and at the Redemption Prices specified above, plus
interest accrued to the Redemption Date, but interest installments whose Stated
Maturity is on or prior to such Redemption Date will be payable to the
registered Holder of this Security, or one or more Predecessor Securities, of
record at the close of business on the relevant Regular Record Dates referred to
above, all as provided in the Indenture.

         In the event of redemption of this Security in part only, a new
Security or Securities of this series and of like tenor and for a principal
amount equal to the unredeemed portion will be issued to the registered Holder
upon the cancellation hereof, and in event of transfer or exchange a new
Security or Securities of this series and of like tenor and for a like aggregate
principal amount will be issued to the registered Holder, in case of exchange,
or the designated transferee or transferees, in case of transfer.

         This Security is not subject to repayment prior to the Maturity Date
shown above unless a Repayment Date, Repayment Periods and Repayment Prices are
specified above.  If so specified, this Security is subject to repayment at the
option of the Holder hereof upon the terms set forth above.

         In the event of repayment of this Security in part only, a new
Security or Securities of this series and of like tenor and for a principal
amount equal to the unpaid portion will be issued to the registered Holder upon
the cancellation hereof.

         If an Event of Default with respect to the Securities of this series
shall occur and be continuing, the principal of the Securities of this series
may be declared due and payable in the manner and with the effect provided in
the Indenture.

         The Indenture contains provisions for defeasance at any time of
(i) the entire indebtedness of this Security or (ii) certain restrictive
covenants with respect to this Security, in each case upon compliance with
certain conditions set forth in the Indenture.

         The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of 66 2/3% in


                                         -8-



principal amount of the Securities at the time Outstanding of each series to be
affected.  The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such series,
to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences.  Any such
consent of waiver by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any
Security or Securities issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Security.

         No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security at the times, places and rate, and in the coin or
currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of Securities in definitive registered form of
the Series of which this Security is a part is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of (and
premium, if any) and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar, duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.

         If this Security is issued with an original issue discount, (i) if an
Event of Default with respect to the Securities shall have occurred and be
continuing, the amount of principal of this Security which may be declared due
and payable in the manner, with the effect and subject to the conditions
provided in the Indenture, shall be determined in the manner set forth under
"OID Default Amount" on the face hereof and (ii) in the case of a default of
payment in principal upon acceleration, redemption or at maturity hereof, in
lieu of any interest otherwise payable, the overdue principal of this Security
shall bear interest at a rate of interest per annum equal to the Default Rate
stated on the face hereof (to the extent that the payment of such


                                         -9-



interest shall be legally enforceable), which shall accrue from the date of such
acceleration, redemption or maturity, as the case may be, to the date payment
has been made or duly provided for or such default has been waived in accordance
with the terms of the Indenture.

         The Securities of this series may be issued in registered form,
without coupons, in denominations of $100,000 and any integral multiple of
$1,000 in excess thereof or, if this Security is denominated in a Specified
Currency, in the denomination indicated on the face hereof, unless otherwise
specified above, and may be issued, in whole or in part, in the form of one or
more permanent global Securities that will be deposited with, or on behalf of,
the Depositary.  As provided in the Indenture and subject to certain limitations
therein set forth, Securities of this series issued in definitive registered
form are exchangeable for a like aggregate principal amount of Securities of
this series and of like tenor of a different authorized denomination, as
requested by the Holder surrendering the same.

         No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security is overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

         All terms used in this Security which are defined in the Indenture and
not herein otherwise defined shall have the meanings assigned to them in the
Indenture.


                                         -10-




                                    ABBREVIATIONS


         The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.

         TEN COM - as tenants in common

         TEN ENT - as tenants by the entireties

         JT TEN  - as joint tenants with right of
                   survivorship and not as tenants
                   in common

         UNIF GIFT MIN ACT - _________Custodian__________
                               (Cust)            (Minor)
                             Uniform Gifts to Minors Act


                             ____________________________
                                       (State)

         Additional abbreviations may also be used
              though not in the above list.


                                         -11-




         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto



- --------------------------------------------------------------------------------
                          (PLEASE INSERT SOCIAL SECURITY OR
                           IDENTIFYING NUMBER OF ASSIGNEE)


- --------------------------------------------------------------------------------
                        (PLEASE PRINT OR TYPE NAME AND ADDRESS
                        INCLUDING POSTAL ZIP CODE OF ASSIGNEE)


the within Security and all rights thereunder, hereby irrevocably constituting
and appointing


- --------------------------------------------------------------------------------
attorney to transfer said Security on the books of the Company, with full power
of substitution in the premises.


Dated:____________      ___________________________________



    NOTE:  The signature to this assignment must correspond with the name as
    written upon the face of the within Security in every particular, without
    alteration or enlargement or any change whatever.


                                         -12-



                              OPTION TO ELECT REPAYMENT


         The undersigned hereby irrevocably requests and instructs the Company
to repay the within Security (or portion thereof specified below) pursuant to
its terms at the applicable Repayment Price, together with interest to the
Repayment Date, to the undersigned at


_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
           (Please Print or Typewrite Name and Address of the Undersigned)

and specify the denomination or denominations (which shall not be less than the
minimum authorized denomination) of the Securities to be issued to the
undersigned for the portion of the within Security not being repaid (in the
absence of any such specification, one such Security will be issued for the
portion not being repaid):__________________________.


Dated:_____________________                 ______________________________

                                            ______________________________


    NOTE:  The signature to this assignment must correspond with the name
    as written upon the face of the within Security in every particular,
    without alteration or enlargement or any change whatever.


                                         -13-




                                                      [Form of Floating Rate
                                                      Certificated Security
                                                      No OID]


REGISTERED

CUSIP NO.
NO. FLR-                                                        $_____________


                             THE ST. PAUL COMPANIES, INC.

                              MEDIUM-TERM NOTE, SERIES C
                                   (Floating Rate)

SPECIFIED CURRENCY:                                             EXCHANGE RATE
                                                                AGENT:



ORIGINAL                          INITIAL                       MATURITY
ISSUE DATE:                    INTEREST RATE:                   DATE:


AUTHORIZED DENOMINATIONS:
(only applicable if Specified
Currency is other than U.S. dollars)


INDEX MATURITY:                                                 SPREAD (plus
                                                                or minus):


INDEX CURRENCY (if other than
U.S. dollars):


INTEREST RATE                                                   SPREAD
BASIS:                                                          MULTIPLIER:


INTEREST RESET                                                       MAXIMUM
PERIOD:                                                         INTEREST RATE:



INTEREST PAYMENT                                                MINIMUM
DATES:                                                          INTEREST RATE:


                                         -1-




                                                                REGULAR RECORD
                                                                DATES:


INTEREST                                                        CALCULATION
RESET DATES:                                                    DATES:


INTEREST                                                        CALCULATION
DETERMINATION DATES:                                            AGENT (if other
                                                                than The Chase
                                                                Manhattan
                                                                Bank):


REDEMPTION                                                      REDEMPTION
COMMENCEMENT DATE:                                              PERIODS AND
                                                                PRICES:


REPAYMENT DATE:                                                 REPAYMENT
                                                                PERIODS AND
                                                                PRICES:


OTHER/ADDITIONAL TERMS:


         THE ST. PAUL COMPANIES, INC., a corporation duly organized and
existing under the laws of the State of Minnesota (herein called the "Company",
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to
                     , or registered assigns, the principal sum of
                                                    (any such currency or
composite currency being hereinafter referred to as a "Specified Currency") on
the Maturity Date shown above or, together with any premium thereon, upon any
applicable Redemption or Repayment Date specified above, and to pay Interest
thereon from the Original Issue Date shown above or from the most recent
Interest Payment Date to which interest has been paid or duly provided for, on
the Interest Payment Dates set forth above and on the Maturity Date,


                                         -2-



commencing on the first such Interest Payment Date next succeeding the Original
Issue Date, PROVIDED that if the Original Issue Date is after a Regular Record
Date and before the Interest Payment Date immediately following such Regular
Record Date, interest payments will commence on the second Interest Payment Date
following the Original Issue Date, at the rate per annum determined in
accordance with the provisions hereinafter set forth, depending on the Interest
Rate Basis specified above, until the principal hereof is paid or made available
for payment.  The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the fifteenth calendar day (whether or not a Business
Day (as defined below)), next preceding each Interest Payment Date; PROVIDED,
HOWEVER, that interest payable at maturity or upon earlier redemption or
repayment will be payable to the Person to whom principal shall be payable.  Any
such interest not so punctually paid or duly provided for will forthwith cease
to be payable to the registered Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice of which shall be given to the Registered Holders of Securities
of this Series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which this Security may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture.

         Payment of principal of (and premium, if any) and interest on this
Security will be made in the Specified Currency shown above, except as provided
below.  The Holder of a Security denominated in a Specified Currency other than
U.S. dollars may elect to receive all such payments in U.S. dollars by delivery
of a written request to the Paying Agent, on or prior to the applicable Record
Date or the date fifteen calendar days prior to maturity or earlier redemption
or repayment, as the case may be.  Such written request may be in writing
(mailed or hand delivered) or by cable, telex or other form of facsimile
transmission.  Such election shall remain in effect unless such request is
revoked on or prior to the applicable Record Date or the date fifteen days prior
to maturity or earlier redemption or repayment, as the case may be.


                                         -3-



         If the Holder has elected to receive payments in U.S. dollars, payment
in respect of such Security will be based upon the exchange rate as determined
by the Exchange Rate Agent based on the highest firm bid quotation for U.S.
dollars received by such Exchange Rate Agent as of 11:00 A.M., New York City
time, on the second Business Day next preceding the applicable payment date from
three recognized foreign exchange dealers, for settlement on such payment date
of the aggregate amount of the Specified Currency payable to all Holders of
Securities electing to receive U.S. dollar payments and at which the applicable
dealer commits to execute a contract.  All currency exchange costs will be borne
by the Holders of such Securities by deductions from such payments.  If three
such bid quotations are not available on the second Business Day preceding the
payment of principal (and premium, if any) or interest with respect to any
Security, such payment will be made in the Specified Currency.

         Payment of the principal of (and premium, if any) and interest on this
Security due at maturity or upon earlier redemption or repayment to be made in
U.S. dollars will be made by wire transfer in immediately available funds upon
surrender of this Security at the Corporate Trust Office of the Paying Agent in
the Borough of Manhattan, The City of New York, PROVIDED that this Security is
presented to the Paying Agent in time for the Paying Agent to make such payment
in accordance with its normal procedures.  Payments of interest to be made in
U.S. dollars (other than interest payable at maturity or upon earlier redemption
or repayment) will be made by check mailed to the address of the Person entitled
thereto as it appears in the Security Register, or by wire transfer to such
account as may have been designated to the Paying Agent at least 5 days prior to
the Interest Payment Date by such Person.

         Unless otherwise specified above, payments of interest and principal
(and premium, if any) with respect to any Security made in a Specified Currency
other than U.S. dollars will be made by wire transfer in immediately available
funds to an account with a bank located in the country issuing the Specified
Currency (or, with respect to Securities denominated in European Currency Units
("ECUs"), an ECU account) or other jurisdiction acceptable to the Company and
the Paying Agent as shall have been designated at least 5 days prior to the
Interest Payment Date or stated maturity, redemption or repayment date, as the
case may be, by the registered Holder of this Security on the relevant Regular
Record Date or maturity, redemption or repayment date, provided that, in the
case of payment of principal of (and premium, if any) and any interest due at
maturity or


                                         -4-



upon earlier redemption or repayment, this Security is presented to the Paying
Agent in time for the Paying Agent to make such payments in such funds in
accordance with its normal procedures.  Such designation shall be made by filing
the appropriate information with the Paying Agent, and, unless revoked, any such
designation made with respect to any Security by a registered Holder will remain
in effect with respect to any further payments with respect to this Security
payable to such Holder.  If a payment with respect to this Security cannot be
made by wire transfer because the required designation has not been received by
the Paying Agent on or before the requisite date or for any other reason, a
notice will be mailed to the Holder at its registered address requesting a
designation pursuant to which such wire transfer can be made and, upon the
Paying Agent's receipt of such a designation, such payment will be made within 5
days of such receipt.  The Company will pay any administrative costs imposed by
banks in connection with making payments by wire transfer, but any tax,
assessment or governmental charge imposed upon payment will be borne by the
Holder hereof in respect of which payments are made.

         If payment on this Security is required to be made in ECUs and on a
payment date with respect to this Security, ECU's are used neither as the unit
of account of the European Community (the "EC") or as the currency of the
European Union, then all payments due on such payment date shall be made in U.S.
dollars.  The amount so payable on any payment date in ECUs shall be converted
into U.S. dollars at a rate determined by the Exchange Rate Agent as of the
second Business Day prior to the date on which such payment is due on the
following basis:  the component currencies of the ECUs for this purpose (the
"Components") shall be the currency amounts that were components of the ECUs as
of the last date on which ECUs were used as the unit of account of the EC.  The
equivalent of ECUs in U.S. dollars shall be calculated by aggregating the U.S.
dollar equivalents of the Components.  The U.S. dollar equivalent of each of the
Components shall be determined by the Exchange Rate Agent on the basis of the
most recently available Exchange Rate (as defined below) for the Components or
as otherwise indicated above.  The "Exchange Rate" means the noon buying rate in
The City of New York for cable transfers for the relevant Specified Currency.

         Changes as to the nature or composition of the ECU may be made by the
EC in conformity with the treaty establishing the EC, as amended by the treaty
on the European Union, and EC law, in which event the composition of the ECU
will change accordingly and references to ECU in


                                         -5-



this Security shall thereafter be construed as references to the ECU as so
changed.

         If the Specified Currency is not available due to the imposition of
exchange controls or other circumstances beyond the Company's control, then the
Company will be entitled to satisfy its obligations to Holders by making
payments in U.S. dollars on the basis of the most recently available Exchange
Rate.  Any payment made under such circumstances in U.S. dollars where the
required payment is other than U.S. dollars will not constitute an Event of
Default under the Indenture.

         REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY
SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

         Unless the certificate of authentication hereon has been executed by
the Trustee or by its Authenticating Agent by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.


                                         -6-



         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.


Dated:                                      THE ST. PAUL COMPANIES, INC.


                                            By______________________________


Attest:


__________________________
Corporate Secretary

[SEAL]



                       TRUSTEE'S CERTIFICATE OF AUTHENTICATION


         This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.


                                            THE CHASE MANHATTAN BANK


                                            By__________________________
                                              Authorized Officer


                                         -7-





                                  [Form of Reverse]

                             THE ST. PAUL COMPANIES, INC.
                              MEDIUM-TERM NOTE, Series C
                                   (Floating Rate)


         This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of March 31, 1990 (herein called the
"Indenture"), between the Company and The Chase Manhattan Bank, as trustee
(herein called the "Trustee", which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered.  This Security is one of the Securities
of the series designated on the face hereof.  The Securities of this series may
be issued from time to time in an aggregate principal amount of up to
$275,000,000 or its equivalent in other currencies or composite currencies, may
mature at different times, bear interest, if any, at different rates, be
redeemable at different times or not at all, be issued at an original issue
discount, and be denominated in different currencies.

         If the Maturity Date (or date of redemption or repayment) of this
Security falls on a day that is not a Business Day, the required payment of
principal, premium, if any, and interest will be made on the next succeeding
Business Day as if made on the date such payment was due, and no interest will
accrue on such payment for the period from and after the Maturity Date (or date
of redemption or repayment) to the date of such payment on the next succeeding
Business Day.

         This Security is not subject to redemption prior to the Maturity Date
shown above unless a Redemption Commencement Date and Redemption Periods and
Redemption Prices are specified above.  If so specified, this Security is
subject to redemption upon not less than 30 nor more than 60 days' notice by
mail, as a whole or in part, at the election of the Company, during the
Redemption Periods and at the Redemption Prices specified above, plus interest
accrued to the Redemption Date, but interest installments whose Stated Maturity
is on or prior to such Redemption Date will be payable to the registered Holder
of this Security, or one or more Predecessor Securities, of record at the close
of


                                         -8-



business on the relevant Regular Record Dates referred to above, all as provided
in the Indenture.

         In the event of redemption of this Security in part only, a new
Security or Securities of this series and of like tenor and for a principal
amount equal to the unredeemed portion will be delivered to the registered
Holder upon the cancellation hereof and in the event of transfer or exchange a
new Security or Securities of this Series and of like tenor and for a like
aggregate principal amount will be issued to the registered Holder, in case of
exchange, or the designated transferee or transferees, in case of transfer.

         This Security is not subject to repayment prior to the Maturity Date
shown above unless a Repayment Date, Repayment Periods and Repayment Prices are
specified above.  If so specified, this Security is subject to repayment at the
option of the Holder hereof upon the terms set forth above.

         In the event of repayment of this Security in part only, a new
Security or Securities of this series and of like tenor and for a principal
amount equal to the unpaid portion will be issued to the registered Holder upon
the cancellation hereof.

         The interest rate payable on this Security will be calculated by
reference to the Interest Rate Basis specified above (a) plus or minus the
Spread specified above, if any, or (b) multiplied by the Spread Multiplier
specified above, if any.  The Interest Rate Basis may be:  (a) the Commercial
Paper Rate, (b) the Prime Rate, (c) LIBOR, (d) the Treasury Rate, (e) the CD
Rate, (f) the Federal Funds Rate, (g) the CMT Rate or such other interest rate
formula, as specified above.  The "Index Maturity" is the period to maturity of
the instrument or obligation from which the Interest Rate Basis is calculated,
as specified above.

         All percentages resulting from any calculation on this Security will
be rounded to the nearest one hundred-thousandth of a percentage point, with
five-one millionths of a percentage point rounded upwards (E.G., 9.876545% (or
 .09876545) would be rounded to 9.87655% (or .0987655)), and all amounts used in
or resulting from such calculation on this Security will be rounded, in the case
of U.S. dollars, to the nearest cent or, in the case of a foreign currency or
composite currency, to the nearest unit (with one-half cent or unit being
rounded upwards).

         Unless otherwise specified above, the "Regular Record Date" with
respect to this Security shall be the date


                                         -9-



15 calendar days prior to each Interest Payment Date, whether or not such date
shall be a Business Day, and interest will be payable, in the case of Securities
which reset daily, weekly or monthly, on the third Wednesday of each month or on
the third Wednesday of March, June, September and December of each year (as
specified above); which reset quarterly, on the third Wednesday of March, June,
September and December of each year; which reset semi-annually, on the third
Wednesday of the two months of each year specified above; and which reset
annually, on the third Wednesday of the month specified above (each an "Interest
Payment Date"); and in each case, at maturity or upon earlier redemption or
repayment.

         Payments of interest with respect to any Interest Payment Date will
include interest accrued to but excluding such Interest Payment Date or date of
maturity, redemption or repayment, as the case may be.  Accrued interest from
the Original Issue Date or from the last date to which interest has been paid is
calculated by multiplying the face amount of this Security by an accrued
interest factor, computed by adding the interest factor calculated for each day
from such starting date to but excluding the date for which accrued interest is
being calculated.  The interest factor (expressed as a decimal) for each such
day is computed by dividing the interest rate (expressed as a decimal)
applicable to such day by 360 or, in the case of a Treasury Rate Security, by
the actual number of days in the year.

         The rate of interest on this Security will be reset daily, weekly,
monthly, quarterly, semi-annually or annually or otherwise (each an "Interest
Reset Date"), as specified above.  Unless otherwise specified above, the
Interest Reset Date will be, if this Security resets daily, each Business Day,
if this Security (other than a Treasury Rate Security) resets weekly, the
Wednesday of each week, or if this Security is a Treasury Rate Security, the
Tuesday of each week (except as provided below); if this Security resets
monthly, the third Wednesday of each month; if this Security resets quarterly,
the third Wednesday of March, June, September and December; if this Security
resets semi-annually, the third Wednesday of two months of each year, as
specified above; and if this Security resets annually, the third Wednesday of
one month of each year, as specified above; PROVIDED, HOWEVER, that the interest
rate in effect from the date of issue to the first Interest Reset Date will be
the Initial Interest Rate specified above.  If any Interest Reset Date would
otherwise be a day that is not a Market Day (as defined below), the Interest
Reset Date shall be postponed to the next day that is a Market Day, except that
if this Security is a LIBOR Security and such


                                         -10-



Market Day is in the next succeeding calendar month, such Interest Reset Date
shall be the immediately preceding Market Day.

         As used herein, the term "Market Day" means (a) with respect to any
Note (other than any LIBOR Note), any Business Day, and (b) with respect to any
LIBOR Note, any such Business Day which is also a London Business Day. The term
"London Business Day" means (i) if the Specified Currency is other than ECU, any
day on which dealings in such Specified Currency are transacted in the London
Interbank Market or (ii) if the Specified Currency is ECU, any day that does not
appear as an ECU non-settlement day on the display designated as "ISDE" on the
Reuter Monitor Money Rates Service (or a day so designated by the ECU Banking
Association) or, if ECU non-settlement days do not appear on that page (and are
not so designated), is not a day on which payments in ECU cannot be settled in
the international interbank market.  The term "Business Day" means each Monday,
Tuesday, Wednesday, Thursday and Friday which is (i) not a day on which banking
institutions in The City of New York generally are authorized or obligated by
law, regulation or executive order to close, and (ii) if the Note is denominated
in a Specified Currency (as defined below) other than U.S. dollars, not a day on
which banking institutions are authorized or obligated by law, regulation or
executive order to close in the financial center of the country issuing the
Specified Currency (which in the case of ECUs shall be Luxembourg, in which case
"Business Day" shall not include any day that is a non-ECU clearing day as
determined by the ECU Banking Association in Paris).

         The Interest Determination Date pertaining to an Interest Reset Date
for a Commercial Paper Rate Security (the "Commercial Paper Interest
Determination Date"), for a Prime Rate Security (the "Prime Rate Interest
Determination Date"), for a CD Rate Security (the "CD Rate Interest
Determination Date"), for a Federal Funds Rate Security (the "Federal Funds
Interest Determination Date") and for a CMT Rate Note (the "CMT Rate Interest
Determination Date") will be the second Market Day preceding such Interest Reset
Date.   The Interest Determination Date pertaining to an Interest Reset Date for
a LIBOR Security (the "LIBOR Interest Determination Date") will be the second
London Business Day immediately preceding the applicable Interest Reset Date,
unless the Index Currency is British pounds sterling, in which case the Interest
Determination Date will be the applicable Interest Reset Date.  The Interest
Determination Date pertaining to an Interest Reset Date for a Treasury Rate
Security (the "Treasury Interest Determination Date") will be the day of the
week in which such Interest Reset


                                         -11-




Date falls on which Treasury bills would normally be auctioned.  Treasury bills
are usually sold at auction on Monday of each week, unless that day is a legal
holiday, in which case the auction is normally held on the following Tuesday,
except that such auction may be held on the preceding Friday.  If, as the result
of a legal holiday, an auction is so held on the preceding Friday, such Friday
will be the Treasury Interest Determination Date pertaining to the Interest
Reset Date occurring in the next succeeding week.  If an auction date shall fall
on any Interest Reset Date for a Treasury Rate Security, then such Interest
Reset Date shall instead be the first Business Day immediately following such
auction date.  Unless otherwise specified above, the Calculation Date pertaining
to any Interest Determination Date shall be the earlier of (i) the tenth
calendar day after such Interest Determination Date, or, if such day is not a
Business Day, the next succeeding Business Day or (ii) the Business Day
immediately preceding the applicable Interest Payment Date or the Maturity Date,
as the case may be.

         DETERMINATION OF COMMERCIAL PAPER RATE.  If the Interest Rate Basis of
this Security is the Commercial Paper Rate, the interest rate with respect to
any Interest Reset Date shall equal the Money Market Yield (calculated as
described below) of the per annum rate (quoted on a bank discount basis) as of
the relevant Commercial Paper Interest Determination Date for commercial paper
having the Index Maturity shown above, as published by the Board of Governors of
the Federal Reserve System in "Statistical Release H.15(519), Selected Interest
Rates" or any successor publication of the Board of Governors of the Federal
Reserve System ("H.15(519)") under the heading "Commercial Paper".  In the event
that such rate is not published prior to 9:00 A.M., New York City time, on the
relevant Calculation Date, then the Commercial Paper Rate with respect to such
Interest Reset Date shall be the Money Market Yield of such rate on such
Commercial Paper Interest Determination Date for commercial paper having the
Index Maturity specified above as published by the Federal Reserve Bank of New
York in its daily statistical release, "Composite 3:30 P.M. Quotations for U.S.
Government Securities" or any successor publication published by the Federal
Reserve Bank of New York ("Composite Quotations") under the heading "Commercial
Paper".  If by 3:00 P.M., New York City time, on such Calculation Date, such
rate is not published in either H.15(519) or Composite Quotations, the
Commercial Paper Rate with respect to such Interest Reset Date shall be
calculated by the Calculation Agent and shall be the Money Market Yield of the
arithmetic mean of the offered per annum rates (quoted on a bank discount basis)
as of 11:00 A.M., New York City time, on such


                                         -12-



Commercial Paper Interest Determination Date, of three leading dealers of
commercial paper in The City of New York selected by the Calculation Agent for
commercial paper of the Index Maturity shown above placed for an industrial
issuer whose bond rating is "AA", or the equivalent, from a nationally
recognized rating agency; PROVIDED, HOWEVER, that if fewer than three dealers
selected as aforesaid by the Calculation Agent are quoting as mentioned above,
the Commercial Paper Rate with respect to such Interest Reset Date will be the
Commercial Paper Rate in effect hereon on such Commercial Paper Interest
Determination Date.

         "Money Market Yield" shall be the yield (expressed as a percentage)
calculated in accordance with the following formula:

         Money Market Yield = 100 x    360 X D
                                    -------------
                                    360 - (D x M)

where "D" refers to the per annum rate for commercial paper, quoted on a bank
discount basis and expressed as a decimal and "M" refers to the actual number of
days in the period for which accrued interest is being calculated.

         DETERMINATION OF PRIME RATE.  If the Interest Rate Basis of this
Security is the Prime Rate, the interest rate with respect to any Interest Reset
Date shall equal the rate set forth for the relevant Prime Rate Interest
Determination Date in H.15(519) under the heading "Bank Prime Loan".  In the
event that such rate is not published prior to 9:00 A.M., New York City time, on
the relevant Calculation Date, then the Prime Rate with respect to such Interest
Reset Date shall be the arithmetic mean of the rates of interest publicly
announced by each bank that appears on the display designated as page "USPRIME1"
on the Reuters Monitor Money Rates Service (or such other page as may replace
the USPRIME1 page on that service for the purpose of displaying prime rates or
base lending rates of major United States banks) ("Reuters Screen USPRIME1
Page") as such bank's prime rate or base lending rate as in effect for such
Prime Rate Interest Determination Date as quoted on the Reuters Screen USPRIME1
Page on such Prime Rate Interest Determination Date.  If fewer than four such
rates appear on the Reuters Screen USPRIME1 Page on such Prime Rate Interest
Determination Date, the Prime Rate with respect to such Interest Reset Date will
be the arithmetic mean of the prime rates or base lending rates (quoted on the
basis of the actual number of days in the year divided by a 360-day year) as of
the close of business on such Prime Rate Interest Determination Date by three
major banks in The City of New York selected by the Calculation Agent; PROVIDED,
HOWEVER,


                                         -13-



that if fewer than three banks selected as aforesaid by the Calculation Agent
are quoting as mentioned above, the Prime Rate with respect to such Interest
Reset Date will be the Prime Rate in effect on such Prime Rate Interest
Determination Date.

         DETERMINATION OF LIBOR.  If the Interest Rate Basis of this Security
is LIBOR, the interest rate with respect to any Interest Reset Date shall be
determined in accordance with the following provisions:

         (i)  On the relevant LIBOR Interest Determination Date, LIBOR will be
    either (a) if "LIBOR Reuters" is specified above, the arithmetic mean of
    the offered rates (unless the Designated LIBOR Page (as defined below) by
    its terms provides only for a single rate, in which case such single rate
    shall be used) for deposits in the Index Currency having the Index Maturity
    specified above, commencing on the applicable Interest Reset Date, that
    appear (or, if only a single rate is required as aforesaid, appears) on the
    Designated LIBOR Page as of 11:00 A.M., London time, on such LIBOR Interest
    Determination Date, or (b) if "LIBOR Telerate" is specified above or if
    neither "LIBOR Reuters" nor "LIBOR Telerate" is specified in the above as
    the method of calculating LIBOR, the rate for deposits in the Index
    Currency having the Index Maturity specified above, commencing on such
    Interest Reset Date, that appears on the Designated LIBOR Page as of 11:00
    A.M., London time, on such LIBOR Interest Determination Date.  If fewer
    than two such offered rates appear, or if no such rate appears, as
    applicable, LIBOR on such LIBOR Interest Determination Date will be
    determined in accordance with the provisions described in clause (ii)
    below.

         (ii)  If LIBOR with respect to a LIBOR Interest Determination Date is
    to be determined pursuant to this clause (ii), the Calculation Agent will
    request the principal London offices of each of four major reference banks
    in the London interbank market, as selected by the Calculation Agent, to
    provide the Calculation Agent with its offered quotation for deposits in
    the Index Currency for the period of the Index Maturity specified above,
    commencing on the Interest Reset  Date, to prime banks in the London
    interbank market at approximately 11:00 A.M., London time, on such LIBOR
    Interest Determination Date and in a principal amount that is
    representative for a single transaction in such Index Currency in such
    market at such time.  If at least two such quotations are


                                         -14-



    provided, LIBOR determined on such LIBOR Interest Determination Date will
    be the arithmetic mean of such quotations.  If fewer than two quotations
    are provided, LIBOR determined on such LIBOR Interest Determination Date
    will be the arithmetic mean of the rates quoted at approximately 11:00
    A.M., or such other time specified above, in the applicable Principal
    Financial Center, on such LIBOR Interest Determination Date by three major
    banks in such Principal Financial Center selected by the Calculation Agent
    for loans in the Index Currency to leading European banks, having the Index
    Maturity specified above and in a principal amount that is representative
    for a single transaction in such Index Currency in such market at such
    time; PROVIDED, HOWEVER, that if the banks so selected by the Calculation
    Agent are not quoting as mentioned in this sentence, LIBOR determined on
    such LIBOR Interest Determination Date will be LIBOR in effect on such
    LIBOR Interest Determination Date.

         "Designated LIBOR Page" means (a) if "LIBOR Reuters" is specified
above, the display on the Reuter Monitor Money Rates Service (or any successor
service) for the purpose of displaying the London interbank rates of major banks
for the applicable Index Currency, or (b) if "LIBOR Telerate" is specified above
or neither "LIBOR Reuters" nor "LIBOR Telerate" is specified above as the method
for calculating LIBOR, the display on the Dow Jones Telerate Service (or any
successor service) for the purpose of displaying the London interbank rates of
major banks for the applicable Index Currency.

         "Index Currency" means the currency (including composite currencies)
specified above as the currency for which LIBOR shall be calculated.  If no such
currency is specified above, the Index Currency shall be United States dollars.

         "Principal Financial Center" means the capital city of the country
issuing the currency or composite currency in which any payment in respect of
this Security is to be made or, solely with respect to the calculation of LIBOR,
the specified Index Currency, except that with respect to United States dollars,
Deutsche marks, Italian lira, Swiss francs, Dutch guilders and ECUs, the
Principal Financial Center shall be The City of New York, Frankfurt, Milan,
Zurich, Amsterdam and Luxembourg, respectively.

         DETERMINATION OF TREASURY RATE.  If the Interest Rate Basis of this
Security is the Treasury Rate, the interest rate with respect to any Interest
Reset Date shall


                                         -15-



equal the rate for the auction on the relevant Treasury Interest Determination
Date of direct obligations of the United States ("Treasury Bills") having the
Index Maturity shown above as published in H.15(519) under the heading "U.S.
Government Securities/Treasury Bills/Auction Average (Investment)" or, if not so
published by 9:00 A.M., New York City time, on the relevant Calculation Date,
the auction average rate (expressed as a bond equivalent, on the basis of a year
of 365 or 366 days, as applicable, and applied on a daily basis) for such
auction as otherwise announced by the United States Department of the Treasury.
In the event that the results of the auction of Treasury Bills having the Index
Maturity shown above are not published or reported as provided above by 3:00
P.M., New York City time, on such Calculation Date, or if no such auction is
held during such week, then the Treasury Rate shall be the rate set forth in
H.15(519) for the relevant Treasury Interest Determination Date for the Index
Maturity shown above under the heading "U.S. Government Securities/Treasury
Bills/Secondary Market".  In the event such rate is not so published by 3:00
P.M., New York City time, on the relevant Calculation Date, the Treasury Rate
with respect to such Interest Reset Date shall be calculated by the Calculation
Agent and shall be a yield to maturity (expressed as a bond equivalent, on the
basis of a year of 365 or 366 days, as applicable, and applied on a daily basis)
of the arithmetic mean of the secondary market bid rates as of approximately
3:30 P.M., New York City time, on such Treasury Interest Determination Date, of
three primary United States government securities dealers in The City of New
York selected by the Calculation Agent for the issue of Treasury Bills with a
remaining maturity closest to the Index Maturity shown above; PROVIDED, HOWEVER,
that if fewer than three dealers selected as aforesaid by the Calculation Agent
are quoting as mentioned in this sentence, the Treasury Rate will be the
Treasury Rate in effect hereon on such Treasury Interest Determination Date.

         DETERMINATION OF CD RATE.  If the Interest Rate Basis of this Security
is the CD Rate, the interest rate with respect to any Interest Reset Date shall
equal the rate for the relevant CD Rate Interest Determination Date for
negotiable certificates of deposit having the Index Maturity shown above as
published in H.15(519) under the heading "CDs (Secondary Market)".  In the event
that such rate is not published prior to 9:00 A.M., New York City time, on the
relevant Calculation Date, then the CD Rate with respect to such Interest Reset
Date shall be the rate on such CD Rate Interest Determination Date for
negotiable certificates of deposit having the specified Index Maturity as
published in Composite Quotations under the heading "Certificates of


                                         -16-



Deposit".  If by 3:00 P.M., New York City time, on such Calculation Date such
rate is not published in either H.15(519) or Composite Quotations, the CD Rate
with respect to such Interest Reset Date shall be calculated by the Calculation
Agent and shall be the arithmetic mean of the secondary market offered rates, as
of 10:00 A.M., New York City time, on such CD Rate Interest Determination Date,
of three leading nonbank dealers of negotiable U.S. dollar certificates of
deposit in The City of New York selected by the Calculation Agent for negotiable
certificates of deposit of major United States money market banks with a
remaining maturity closest to the Index Maturity shown above in a denomination
of U.S. $5,000,000; PROVIDED, HOWEVER, that if fewer than three dealers selected
as aforesaid by the Calculation Agent are quoting as mentioned in this sentence,
the CD Rate with respect to such Interest Reset Date will be the CD Rate in
effect on such CD Rate Interest Determination Date.

         DETERMINATION OF FEDERAL FUNDS RATE.  If the Interest Rate Basis of
this Security is the Federal Funds Rate, the interest rate with respect to any
Interest Reset Date shall equal the rate on the relevant Federal Funds Rate
Interest Determination Date for Federal Funds as published in H.15(519) under
the heading "Federal Funds (Effective)".  In the event that such rate is not
published prior to 9:00 A.M., New York City time, on the relevant Calculation
Date, then the Federal Funds Rate with respect to such Interest Reset Date will
be the rate on such Federal Funds Rate Interest Determination Date as published
in Composite Quotations under the heading "Federal Funds/Effective Rate".  If by
3:00 P.M., New York City time, on such Calculation Date such rate is not
published in either H.15(519) or Composite Quotations, the Federal Funds Rate
with respect to such Interest Reset Date shall be calculated by the Calculation
Agent and shall be the arithmetic mean of the rates, as of 9:00 A.M., New York
City time, on such Federal Funds Rate Interest Determination Date, for the last
transaction in overnight Federal Funds arranged by three leading brokers of
Federal Funds transactions in The City of New York selected by the Calculation
Agent; PROVIDED, HOWEVER, that if fewer than three brokers selected as aforesaid
by the Calculation Agent are quoting as mentioned in this sentence, the Federal
Funds Rate with respect to such Interest Reset Date will be the Federal Funds
Rate in effect on such Federal Funds Rate Interest Determination Date.

         DETERMINATION OF CMT RATE. If the Interest Rate Basis of this Security
is the CMT Rate, the interest rate with respect to any Interest Reset Date shall
equal the rate 


                                      -17-


displayed on the Designated CMT Telerate Page (as defined below) under the 
caption "...Treasury Constant Maturities...Federal Reserve Board Release, 
H.15...Mondays Approximately 3:45 p.m.," under the column for the Designated 
CMT Maturity Index (as defined below) for (i) if the Designated CMT Telerate 
Page is 7055, the rate on the related CMT Interest Determination Date and 
(ii) if the Designated CMT Telerate Page is 7052, the week or the month, as 
specified above, ended immediately preceding the week or month (as 
applicable) in which the related CMT Interest Determination Date occurs. If 
such rate is no longer displayed on the relevant page, or is not displayed 
prior to 3:00 p.m., New York City time, on the relevant Calculation Date, 
then the CMT Rate with respect to such CMT Interest Determination Date will 
be such Treasury Constant Maturity rate for the Designated CMT Maturity Index 
as published in the relevant H.15(519). If such rate is no longer published, 
or, is not published by 3:00 p.m., New York City time, on such Calculation 
Date, then the CMT Rate for such CMT Interest Determination Date will be such 
Treasury Constant Maturity rate for the Designated CMT Maturity Index (or 
other United States Treasury rate for the Designated CMT Maturity Index) for 
the CMT Interest Determination Date with respect to such Interest Reset Date 
as may then be published by either the Board of Governors of the Federal 
Reserve System or the United States Department of the Treasury that the 
Calculation Agent determines to be comparable to the rate formerly displayed 
on the Designated CMT Telerate Page and published in the relevant H.15(519). 
If such information is not provided by 3:00 p.m., New York City time, on the 
related Calculation Date, then the CMT Rate for the CMT Interest 
Determination Date will be calculated by the Calculation Agent and will be a 
yield to maturity, based on the arithmetic mean of the secondary market 
closing offer side prices as of approximately 3:30 p.m., New York City time 
on the CMT Interest Determination Date reported, according to their written 
records, by three leading primary United States government securities dealers 
(each, a "Reference Dealer") in The City of New York selected by the 
Calculation Agent (from five such Reference Dealers selected by the 
Calculation Agent and eliminating the highest quotation (or, in the event of 
equality, one of the highest) and the lowest quotation (or, in the event of 
equality, one of the lowest)), for the most recently issued direct 
noncallable fixed rate obligations of the United States ("Treasury notes") 
with an original maturity of approximately the Designated CMT Maturity Index 
and a remaining term to maturity of not less than such Designated CMT 
Maturity Index minus one year. If the Calculation Agent cannot obtain three 
such Treasury notes quotations, the CMT Rate for such CMT Interest 
Determination Date will be calculated by the Calculation Agent and will be a 
yield to maturity based on the arithmetic mean of the secondary market offer 
side prices as of approximately 3:30 p.m., New York City time, on the CMT 
Interest Determination Date of three Reference Dealers in The City of New 
York (from five such Reference Dealers selected by the Calculation Agent and 
eliminating the highest quotation (or, in the event of equality, one of the 
highest) and the lowest quotation (or, in the event of equality, one of the 
lowest)), for Treasury notes with an original maturity of the number of years 
that is the next highest to the Designated CMT Maturity Index and a remaining 
term to maturity closest to the Designated CMT Maturity Index and in an 
amount of at least $100,000,000. If three or four (and not five) of such 
Reference Dealers are quoting as described above, then the CMT Rate will be 
based on the arithmetic mean of the offer prices obtained and neither the 
highest nor the lowest of such quotes will be eliminated; PROVIDED, HOWEVER, 
that if fewer than three Reference Dealers selected by the Calculation Agent 
are quoting as described herein, the CMT Rate will be the CMT Rate in effect 
on such CMT Interest Determination Date. If two Treasury notes with an 
original maturity as described in the second preceding sentence have 
remaining terms to maturity equally close to the Designated CMT Maturity 
Index, the quotes for the Treasury note with the shorter remaining term to 
maturity will be used.

         "Designated CMT Telerate Page" means the display on the Dow Jones
Telerate Service on the page specified above (or any other page as may replace
such page on that service for the purpose of displaying Treasury Constant
Maturities as reported in H.15(519)), for the purpose of displaying Treasury
Constant Maturities as reported in H.15(519). If no such page is specified
above, the Designated CMT Telerate Page shall be 7052, for the most recent week.

         "Designated CMT Maturity Index" means the original period to maturity
of the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years)
specified above with respect to which the CMT Rate will be calculated. If no
such maturity is specified above, the Designated CMT Maturity Index shall be two
years.

         Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, shown above.  The Calculation Agent shall calculate the
interest rate on this Security in accordance with the foregoing on each Interest
Determination Date or Calculation Date as applicable.  The Calculation Agent's
determination of any interest rate will be final and binding in the absence of
manifest error.  The interest rate on this Security will in no event be higher
than the maximum rate permitted by New York, as the same may be modified by
United States law of general application.

         The Calculation Agent will upon the request of the Holder of this
Security provide to such Holder the interest rate hereon then in effect and, if
determined, the interest rate which will become effective on the next Interest
Reset Date.

          If an Event of Default with respect to the Securities of this series
shall occur and be continuing, the principal of the Securities of this series
may be declared due and payable in the manner and with the effect provided in
the Indenture.

         The Indenture contains provisions for defeasance at any time of
(i) the entire indebtedness of this Security or (ii) certain restrictive
covenants with respect to this Security, in each case upon compliance with
certain conditions set forth in the Indenture.

         The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of 66 2/3% in principal amount of the Securities at the
time Outstanding of each series to be affected.  The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences.  Any such consent of waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security or Securities issued upon
the registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.

         No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security at the times, places and rate, and in the coin or
currency, herein prescribed.

          As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of Securities in definitive registered form of
the series of which this Security is a part may be registered in the Security
Register, upon surrender of such Securities for registration of transfer at the
office or agency of the Company in any place where the principal of (and
premium, if any) and interest on such Securities are payable, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar, duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
like tenor, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.

         The Securities of this series may be issued in registered form,
without coupons, in denominations of $100,000 and any integral multiple of
$1,000 in excess thereof or, if this Security is denominated in a Specified
Currency, in the denominations indicated on the face hereof, unless otherwise
specified above, and may be issued, in whole or in part, in the form of one or
more permanent global Securities that will be deposited with, or on behalf of,
the Depositary.  As provided in the Indenture and subject to certain limitations
therein set forth, Securities of this series issued in definitive registered
form are exchangeable for a like aggregate principal amount of Securities of
this series and of like tenor of a different authorized denomination, as
requested by the Holder surrendering the same.

         No service charge shall be made for any such registration of transfer
or exchange of Securities as provided above, but the Company may require payment
of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith.

         Prior to due presentment of a Security of this series for registration
of transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Security is registered as the
owner hereof for all purposes, whether or not this Security is overdue, and
neither the Company, the Trustee nor any such agent shall be affected by notice
to the contrary.

         All terms used in this Security which are defined in the Indenture and
not herein otherwise defined shall have the meanings assigned to them in the
Indenture.

                                     ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.

         TEN COM - as tenants in common

         TEN ENT - as tenants by the entireties

         JT TEN  - as joint tenants with right of
                   survivorship and not as tenants
                   in common

         UNIF GIFT MIN ACT - __________Custodian___________
                               (Cust)             (Minor)
                             Uniform Gifts to Minor Acts


                             ______________________________
                                       (State)

         Additional abbreviations may also be used
              though not in the above list.

          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto




                          (PLEASE INSERT SOCIAL SECURITY OR
                           IDENTIFYING NUMBER OF ASSIGNEE)



                        (PLEASE PRINT OR TYPE NAME AND ADDRESS
                        INCLUDING POSTAL ZIP CODE OF ASSIGNEE)


the within Security and all rights thereunder, hereby irrevocably constituting
and appointing



attorney to transfer said Security on the books of the Company, with full power
of substitution in the premises.


Dated:____________      ___________________________________



    NOTE:  The signature to this assignment must correspond with the name
    as written upon the face of the within Security in every particular,
    without alteration or enlargement or any change whatever.

                               OPTION TO ELECT REPAYMENT


         The undersigned hereby irrevocably requests and instructs the Company
to repay the within Security (or portion thereof specified below) pursuant to
its terms at the applicable Repayment Price, together with interest to the
Repayment Date, to the undersigned at

___________________________________________________________

___________________________________________________________

___________________________________________________________

           (Please Print or Typewrite Name and Address of the Undersigned)

and specify the denomination or denominations (which shall not be less than the
minimum authorized denomination) of the Securities to be issued to the
undersigned for the portion of the within Security not being repaid (in the
absence of any such specification, one such Security will be issued for the
portion not being repaid):__________________________.


Dated:_____________________  ______________________________

                             ______________________________


    NOTE:  The signature to this assignment must correspond with the name
    as written upon the face of the within Security in every particular,
    without alteration or enlargement or any change whatever.


                                     --
                                       [Form of Fixed Rate
                                       Permanent Global
                                       Security]


THIS SECURITY IS A SECURITY IN PERMANENT GLOBAL FORM AND IS REGISTERED IN THE
NAME OF A DEPOSITARY OR A NOMINEE THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED
IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY
IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH
DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE.


CUSIP NO.
No. FXR-                                    $______________


                             THE ST. PAUL COMPANIES, INC.

                              MEDIUM-TERM NOTE, SERIES C
                                 (Global Fixed Rate)


SPECIFIED CURRENCY:                         EXCHANGE RATE
                                       AGENT:


ORIGINAL
ISSUE DATE:        INTEREST RATE:      MATURITY DATE:


REDEMPTION                             REDEMPTION
COMMENCEMENT DATE:                     PERIODS AND
                                       PRICES:


REPAYMENT DATE:                        REPAYMENT
                                       PERIODS AND
                                       PRICES:


AUTHORIZED DENOMINATIONS:
(Only applicable if Specified
Currency is other than U.S. dollars)


OTHER/ADDITIONAL TERMS:


                                       DEFAULT RATE:
                                       (Only applic-
                                       able if
                                       Security issued
                                       at original
                                       issue discount)

                                       OID DEFAULT
                                       AMOUNT:  (Only
                                       applicable if
                                       Security issued
                                       at original
                                       issue discount)



         THE ST. PAUL COMPANIES, INC., a corporation duly organized and
existing under the laws of the State of Minnesota (herein called the "Company",
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to CEDE & Co., as
nominee for the Depositary, or registered assigns, the principal sum of

                                                   (any such currency or
composite currency being hereinafter referred to as a "Specified Currency") on
the Maturity Date shown above or, together with any premium thereon, upon any
applicable Redemption or Repayment Date specified above, and to pay interest
thereon from the Original Issue Date shown above or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on May 15 and November 15 of each year and on the Maturity Date,
commencing on the first such Interest Payment Date next succeeding the Original
Issue Date, PROVIDED that if the Original Issue Date is after a Regular Record
Date and before the Interest Payment Date immediately following such Regular
Record Date, interest payments will commence on the second Interest Payment Date
following the Original Issue Date, at the rate per annum set forth above, until
the principal hereof is paid or made available for payment.  The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the Person in whose name this
permanent global Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest, which
shall be the May 1 or November 1 (whether or not a Business Day (as defined
below)), as the case may be, next preceding the May 15 and November 15 Interest
Payment Dates; PROVIDED, HOWEVER, that interest payable at maturity or upon
earlier redemption or repayment will be payable to the Person to whom principal
shall be payable.  Any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder on such Regular Record Date and
may either be paid to the Person in whose name this permanent global Security
(or one or more Predecessor Securities) is registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest to be fixed
by the Trustee, notice of which shall be given to the Holder of this permanent
global Security not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of the series
evidenced by this permanent global Security may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in said
Indenture.  As used herein, the term "Depositary" shall mean the Depositary
designated as such by the Company under the Indenture described herein.

         Payment of principal of (and premium, if any) and interest on this
permanent global Security will be made in the Specified Currency shown above,
except as provided below.  The Holder of a permanent global Security denominated
in a Specified Currency other than U.S. dollars may elect to receive all such
payments in U.S. dollars by delivery of a written request to the Paying Agent,
on or prior to the applicable Record Date or the date fifteen calendar days
prior to maturity or earlier redemption or repayment, as the case may be.  Such
written request may be in writing (mailed or hand delivered) or by cable, telex
or other form of facsimile transmission.  Such election shall remain in effect
unless such request is revoked on or prior to the applicable Record Date or the
date fifteen days prior to maturity, redemption or repayment, as the case may
be.

         If the Holder has elected to receive payments in U.S. dollars, payment
in respect of such Security will be based upon the exchange rate as determined
by the Exchange Rate Agent based on the highest firm bid quotation for U.S.
dollars received by such Exchange Rate Agent as of 11:00 A.M., New York City
time, on the second Business Day next preceding the applicable payment date from
three recognized foreign exchange dealers, for settlement on such payment date
of the aggregate amount of the Specified Currency payable to all Holders of
permanent global Securities electing to receive U.S. dollar payments and at
which the applicable dealer commits to execute a contract.  All currency
exchange costs will be borne by the Holders of such permanent global Securities
by deductions from such payments.  If three such bid quotations are not
available on the second Business Day preceding the payment of principal (and
premium, if any) or interest with respect to any permanent global Security, such
payment will be made in the Specified Currency.  The term "Business Day", as
used herein means any day, other than a Saturday or Sunday, that is neither a
legal holiday nor a day on which banking institutions are authorized or required
by law, regulation or executive order to close in The City of New York;
PROVIDED, HOWEVER, that, if the payment of this permanent global Security is to
be made in a currency or composite currency other than U.S. dollars, such day is
also not a day on which banking institutions are authorized or required by law,
regulation or executive order to close in the Principal Financial Center (as
defined below) of the country issuing such currency or composite currency (or,
in the case of European Currency Units ("ECUs"), is not a day that is a non-ECU
clearing day as determined by the ECU Banking Association in Paris).  The term
"Principal Financial Center" as used herein means the capital city of the
country issuing the currency or composite currency in which payment inspect of
this permanent global Security is to be made, except that with respect to U.S.
dollars, Deutsche marks, Italian lire, Swiss francs, Dutch guilders and ECUs,
the Principal Financial Center shall be The City of New York, Frankfurt, Milan,
Zurich, Amsterdam and Luxembourg, respectively.

         Payment of principal of (and premium, if any) and interest due on this
permanent global Security will be made to the Depositary or its nominee, as the
case may be, as the sole registered owner and the sole Holder of this permanent
global Security for all purposes under the Indenture.

         Unless otherwise specified above, payments of interest and principal
(and premium, if any) with respect to any permanent global Security made in a
Specified Currency other than U.S. dollars will be made by wire transfer in
immediately available funds to an account with a bank located in the country
issuing the Specified Currency (or, with respect to Securities denominated in
ECUs, an ECU account) or other jurisdiction acceptable to the Company and the
Paying Agent as shall have been designated at least 5 days prior to the Interest
Payment Date or stated maturity, redemption or repayment date, as the case may
be, by the registered Holder of this permanent global Security on the relevant
Regular Record Date or maturity, redemption or repayment date, provided that, in
the case of payment of principal of (and premium, if any) and any interest due
at maturity or upon earlier redemption or repayment, this permanent global
Security is presented to the Paying Agent in time for the Paying Agent to make
such payments in such funds in accordance with its normal procedures.  Such
designation shall be made by filing the appropriate information with the Paying
Agent, and, unless revoked, any such designation made with respect to any
permanent global Security by a registered Holder will remain in effect with
respect to any further payments with respect to this permanent global Security
payable to such Holder.  If a payment with respect to this permanent global
Security cannot be made by wire transfer because the required designation has
not been received by the Paying Agent on or before the requisite date or for any
other reason, a notice will be mailed to the Holder at its registered address
requesting a designation pursuant to which such wire transfer can be made and,
upon the Paying Agent's receipt of such a designation, such payment will be made
within 5 days of such receipt.  The Company will pay any administrative costs
imposed by banks in connection with making payments by wire transfer, but any
tax, assessment or governmental charge imposed upon payment will be borne by the
Holder hereof in respect of which payments are made.

         If payment on this Security is required to be made in ECUs and on a
payment date with respect to this Security, ECU's are used neither as the unit
of account of the European Community (the "EC") or as the currency of the
European Union, then all payments due on such payment date shall be made in U.S.
dollars.  The amount so payable on any payment date in ECUs shall be converted
into U.S. dollars at a rate determined by the Exchange Rate Agent as of the
second Business Day prior to the date on which such payment is due on the
following basis:  the component currencies of the ECUs for this purpose (the
"Components") shall be the currency amounts that were components of the ECUs as
of the last date on which ECUs were used as the unit of account of the EC.  The
equivalent of ECUs in U.S. dollars shall be calculated by aggregating the U.S.
dollar equivalents of the Components.  The U.S. dollar equivalent of each of the
Components shall be determined by the Exchange Rate Agent on the basis of the
most recently available Exchange Rate (as defined below), for the Components or
as otherwise indicated above.  The "Exchange Rate" means the noon buying rate in
The City of New York for cable transfers for the relevant Specified Currency.

         If the Specified Currency is not available due to the imposition of
exchange controls or other circumstances beyond the Company's control, then the
Company will be entitled to satisfy its obligations to Holders by making
payments in U.S. dollars on the basis of the most recently available Exchange
Rate.  Any payment made under such circumstances in U.S. dollars where the
required payment is other than U.S. dollars will not constitute an Event of
Default under the Indenture.

         This permanent global Security is exchangeable or transferable in
whole or from time to time in part for Securities of this series in definitive
registered form only as provided in this paragraph.  If (i) the Depositary
notifies the Company that it is unwilling or unable to continue as Depositary
for this permanent global Security or if at any time the Depositary ceases to be
a clearing agency registered under the Securities Exchange Act of 1934, as
amended, (ii) the Company in its sole discretion determines that this permanent
global Security shall be so exchangeable or transferable for Securities of this
series in definitive registered form and executes and delivers to the Security
Registrar a Company Order providing that this permanent global Security shall be
so exchangeable or transferable, or (iii) an event shall have happened and be
continuing which, after notice or lapse of time, or both, would become an Event
of Default with respect to the Securities of the series of which this permanent
global Security is a part, this permanent global Security shall be exchangeable
for Securities of this series in definitive registered form, PROVIDED that the
definitive Securities so issued in exchange for this permanent global Security
shall be in denominations of $100,000 and any integral multiple of $1,000 in
excess thereof or, if this permanent global Security is denominated in a
Specified Currency, in the denominations indicated on the face hereof, and be of
like aggregate principal amount and tenor as the portion of this permanent
global Security to be exchanged.  Except as provided above, owners of beneficial
interests in this permanent global Security will not be entitled to receive
physical delivery of Securities in definitive registered form and will not be
considered the Holders thereof for any purpose under the Indenture.

         Upon exchange of any portion of this permanent global Security for one
or more Securities of this series in definitive registered form, the Trustee or
the Security Registrar, as the case may be, shall cancel this permanent global
Security and issue a new permanent global Security or Securities of this Series
and of like tenor for the remaining principal amount.  Except as otherwise
provided herein or in the Indenture, until exchanged in full for one or more
Securities of this series in definitive registered form, this permanent global
Security shall in all respects be subject to and entitled to the same benefits
and conditions under the Indenture as a duly authenticated and delivered
Security of this series in definitive registered form.

         REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY
SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

         Unless the certificate of authentication hereon has been executed by
the Trustee or by its Authenticating Agent by manual signature, this permanent
global Security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.


Dated:                     THE ST. PAUL COMPANIES, INC.


                           By______________________________



Attest:


__________________________
Corporate Secretary

[SEAL]



                       TRUSTEE'S CERTIFICATE OF AUTHENTICATION


         This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.


                             THE CHASE MANHATTAN BANK


                             By__________________________
                               Authorized Officer
                                   [Form of Reverse]

                             THE ST. PAUL COMPANIES, INC.
                              MEDIUM-TERM NOTE, Series C
                                 (Global Fixed Rate)


         This Security is a permanent global Security evidencing a portion of a
duly authorized issue of securities of the Company (herein called the
"Securities"), issued and to be issued in one or more series under an Indenture,
dated as of March 31, 1990 (herein called the "Indenture"), between the Company
and The Chase Manhattan Bank, as trustee (herein called the "Trustee", which
term includes any successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered.  This
permanent global Security represents a portion of the Securities of the series
designated on the face hereof.  The Securities of this series may be issued from
time to time in an aggregate principal amount of up to $275,000,000 or its
equivalent in other currencies or composite currencies, may mature at different
times, bear interest, if any, at different rates, be redeemable at different
times or not at all, be issued at an original issue discount, and be denominated
in different currencies.

         Interest payments for this permanent global Security will include
interest accrued to but excluding the Interest Payment Dates or date of
maturity, redemption or repayment, as the case may be.  Interest payments for
this permanent global Security shall be computed and paid on the basis of a
360-day year of twelve 30-day months.

         If any Interest Payment Date or the Maturity Date (or date of
redemption or repayment) of this permanent global Security falls on a day that
is not a Business Day, the required payment of principal, premium, if any,
and/or interest will be made on the next succeeding Business Day as if made on
the date such payment was due, and no interest will accrue on such payment for
the period from and after such Interest Payment Date or the Maturity Date (or
date of redemption or repayment), as the case may be, to the date of such
payment on the next succeeding Business Day.

         This permanent global Security is not subject to redemption prior to
the Maturity Date shown above unless a Redemption Commencement Date and
Redemption Periods and Redemption Prices are specified above.  If so specified,
this permanent global Security is subject to redemption upon not less than 30
nor more than 60 days' notice by mail, as a whole or in part, at the election of
the Company, during the Redemption Periods and at the Redemption Prices
specified on the face hereof, plus interest accrued to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holder of this permanent global Security, or one or
more Predecessor Securities, of record at the close of business on the relevant
Regular Record Dates referred to above, all as provided in the Indenture.

         In the event of redemption of this permanent global Security in part
only, a new permanent global Security or Securities of this series and of like
tenor and for a principal amount equal to the unredeemed portion will be
delivered to the Depositary upon the cancellation hereof.

         This permanent global Security is not subject to repayment prior to
the Maturity Date shown above unless a Repayment Date, Repayment Periods and
Repayment Prices are specified above.  If so specified, this permanent global
Security is subject to repayment at the option of the Holder hereof upon the
terms set forth above.

          In the event of repayment of this permanent global Security in part
only, a new Security or Securities of this series and of like tenor and for a
principal amount equal to the unpaid portion will be issued to the registered
Holder upon the cancellation hereof.

         If an Event of Default with respect to the Securities of this series
shall occur and be continuing, the principal of the Securities of this series
(including this permanent global Security and the interests represented hereby)
may be declared due and payable in the manner and with the effect provided in
the Indenture.

         The Indenture contains provisions for defeasance at any time of
(i) the entire indebtedness of this Security or (ii) certain restrictive
covenants with respect to this Security, in each case upon compliance with
certain conditions set forth in the Indenture.

         The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of 66 2/3% in principal amount of the Securities at the
time Outstanding of each series to be affected.  The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences.  Any such consent of waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security or Securities issued upon
the registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.

         No reference herein to the Indenture and no provision of this
permanent global Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the
principal of (and premium, if any) and interest on this permanent global
Security at the times, places and rate, and in the coin or currency, herein
prescribed.

         This permanent global Security may not be transferred except as a
whole by a nominee of the Depositary to the Depositary or another nominee of the
Depositary or by the Depositary or any such nominee to a successor of the
Depositary or a nominee of such successor.

         If this Security is issued with an original issue discount, (i) if an
Event of Default with respect to the Securities shall have occurred and be
continuing, the amount of principal of this Security which may be declared due
and payable in the manner, with the effect and subject to the conditions
provided in the Indenture, shall be determined in the manner set forth under
"OID Default Amount" on the face hereof, and (ii) in the case of a default of
payment in principal upon acceleration, redemption or at maturity hereof, in
lieu of any interest otherwise payable, the overdue principal of this Security
shall bear interest at a rate of interest per annum equal to the Default Rate
stated on the face hereof (to the extent that the payment of such interest shall
be legally enforceable), which shall accrue from the date of such acceleration,
redemption or maturity, as the case may be, to the date payment has been made or
duly provided for or such default has been waived in accordance with the terms
of the Indenture.

         The Securities of this Series may be issued in registered form,
without coupons, in denominations of $100,000 and any integral multiple of
$1,000 in excess thereof or, if this Security is denominated in a Specified
Currency, in the denominations indicated on the face hereof, unless otherwise
specified above.

         No service charge shall be made for any registration of transfer or
exchange of Securities as provided above, but the Company may require payment of
a sum sufficient to cover any tax or other governmental charge payable in
connection therewith.

         Prior to due presentment of this Security of this series for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this permanent global Security
is registered as the owner hereof for all purposes, whether or not this
permanent global Security is overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary.

         All terms used in this permanent global Security which are defined in
the Indenture and not herein otherwise defined shall have the meanings assigned
to them in the Indenture.                                     ABBREVIATIONS


         The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.

         TEN COM - as tenants in common

         TEN ENT - as tenants by the entireties

         JT TEN  - as joint tenants with right of
                   survivorship and not as tenants
                   in common

         UNIF GIFT MIN ACT - _________Custodian__________
                               (Cust)            (Minor)
                             Uniform Gifts to Minors Act


                             ____________________________
                                       (State)

         Additional abbreviations may also be used
              though not in the above list.

          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto




                          (PLEASE INSERT SOCIAL SECURITY OR
                           IDENTIFYING NUMBER OF ASSIGNEE)



                        (PLEASE PRINT OR TYPE NAME AND ADDRESS
                        INCLUDING POSTAL ZIP CODE OF ASSIGNEE)


the within Security and all rights thereunder, hereby irrevocably constituting
and appointing



attorney to transfer said Security on the books of the Company, with full power
of substitution in the premises.


Dated:____________      ___________________________________



    NOTE:  The signature to this assignment must correspond with the name
    as written upon the face of the within Security in every particular,
    without alteration or enlargement or any change whatever.

                               OPTION TO ELECT REPAYMENT


         The undersigned hereby irrevocably requests and instructs the Company
to repay the within Security (or portion thereof specified below) pursuant to
its terms at the applicable Repayment Price, together with interest to the
Repayment Date, to the undersigned at

___________________________________________________________

___________________________________________________________

___________________________________________________________

           (Please Print or Typewrite Name and Address of the Undersigned)

and specify the denomination or denominations (which shall not be less than the
minimum authorized denomination) of the Securities to be issued to the
undersigned for the portion of the within Security not being repaid (in the
absence of any such specification, one such Security will be issued for the
portion not being repaid):__________________________.


Dated:_____________________  ______________________________

                             ______________________________


    NOTE:  The signature to this assignment must correspond with the name
    as written upon the face of the within Security in every particular,
    without alteration or enlargement or any change whatever.


                                     --
                                  [Form of Floating Rate Permanent Global
                                  Security - No OID]


THIS SECURITY IS A SECURITY IN PERMANENT GLOBAL FORM AND IS REGISTERED IN THE
NAME OF A DEPOSITARY OR A NOMINEE THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED
IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY
IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH
DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE.

CUSIP NO.
No. FLR-                                    $______________


                             THE ST. PAUL COMPANIES, INC.

                              MEDIUM-TERM NOTE, SERIES C
                                (Global Floating Rate)

SPECIFIED CURRENCY:                              EXCHANGE RATE
                                            AGENT:



ORIGINAL                INITIAL             MATURITY
ISSUE DATE:          INTEREST RATE:         DATE:



AUTHORIZED DENOMINATIONS:
(only applicable if Specified
Currency is other than U.S. dollars)


INDEX MATURITY:                             SPREAD (plus
                                            or minus):



INDEX CURRENCY (if other than
U.S. dollars):



INTEREST RATE                               SPREAD
BASIS:                                      MULTIPLIER:



INTEREST RESET                                   MAXIMUM
PERIOD:                                     INTEREST RATE:



INTEREST PAYMENT                            MINIMUM
DATES:                                      INTEREST RATE:


                                            REGULAR RECORD
                                            DATES:



INTEREST                                    CALCULATION
RESET DATES:                                DATES:



INTEREST                                    CALCULATION
DETERMINATION DATES:                        AGENT (if other
                                            than The Chase
                                            Manhattan Bank):



REDEMPTION                                  REDEMPTION
COMMENCEMENT DATE:                          PERIODS AND
                                            PRICES:



REPAYMENT DATE:                             REPAYMENT
                                            PERIODS AND
                                            PRICES:



OTHER/ADDITIONAL TERMS:




         THE ST. PAUL COMPANIES, INC., a corporation duly organized and
existing under the laws of the State of Minnesota (herein called the "Company",
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to CEDE & Co., as
nominee for the Depositary, or registered assigns, the principal sum of
                                                    (any such currency or
composite currency being hereinafter referred to as a "Specified Currency") on
the Maturity Date shown above or, together with any premium thereon, upon any
applicable Redemption or Repayment Date specified above, and to pay Interest
thereon from the Original Issue Date shown above or from the most recent
Interest Payment Date to which interest has been paid or duly provided for, on
the Interest Payment Dates set forth above and on the Maturity Date, commencing
on the first such Interest Payment Date next succeeding the Original Issue Date,
PROVIDED that if the Original Issue Date is after a Regular Record Date and
before the Interest Payment Date immediately following such Regular Record Date,
interest payments will commence on the second Interest Payment Date following
the Original Issue Date, at the rate per annum determined in accordance with the
provisions hereinafter set forth, depending on the Interest Rate Basis specified
above, until the principal hereof is paid or made available for payment.  The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this permanent global Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the fifteenth calendar day (whether or not a Business
Day (as defined below)), next preceding each Interest Payment Date; PROVIDED,
HOWEVER, that interest payable at maturity or upon earlier redemption or
repayment will be payable to the Person to whom principal shall be payable.  Any
such interest not so punctually paid or duly provided for will forthwith cease
to be payable to the Holder on such Regular Record Date and may either be paid
to the Person in whose name this permanent global Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice of which shall be given to the Holder of this permanent global
Security not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which this permanent global Security may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture.  As used herein, the term "Depositary" shall mean
the Depositary designated as such by the Company under the Indenture described
herein.

         Payment of principal of (and premium, if any) and interest on this
permanent global Security will be made in the Specified Currency shown above,
except as provided below.  The Holder of a permanent global Security denominated
in a Specified Currency other than U.S. dollars may elect to receive all such
payments in U.S. dollars by delivery of a written request to the Paying Agent,
on or prior to the applicable Record Date or the date fifteen calendar days
prior to maturity or earlier redemption or repayment, as the case may be.  Such
written request may be in writing (mailed or hand delivered) or by cable, telex
or other form of facsimile transmission.  Such election shall remain in effect
unless such request is revoked on or prior to the applicable Record Date or the
date fifteen days prior to maturity or earlier redemption or repayment, as the
case may be.

         If the Holder has elected to receive payments in U.S. dollars, payment
in respect of this permanent global Security will be based upon the exchange
rate as determined by the Exchange Rate Agent based on the highest firm bid
quotation for U.S. dollars received by such Exchange Rate Agent as of 11:00
A.M., New York City time, on the second Business Day next preceding the
applicable payment date from three recognized foreign exchange dealers, for
settlement on such payment date of the aggregate amount of the Specified
Currency payable to all Holders of permanent global Securities electing to
receive U.S. dollar payments and at which the applicable dealer commits to
execute a contract.  All currency exchange costs will be borne by the Holders of
such permanent global Securities by deductions from such payments.  If three
such bid quotations are not available on the second Business Day preceding the
payment of principal (and premium, if any) or interest with respect to any
permanent global Security, such payment will be made in the Specified Currency.

         Payment of principal of (and premium, if any) and interest due on this
permanent global Security will be made to the Depositary or its nominee, as the
case may be, as the sole registered owner and the sole Holder of this permanent
global Security for all purposes under the Indenture.

         Unless otherwise specified above, payments of interest and principal
(and premium, if any) with respect to any permanent global Security made in a
Specified Currency other than U.S. dollars will be made by wire transfer in
immediately available funds to an account with a bank located in the country
issuing the Specified Currency (or, with respect to permanent global Securities
denominated in European Currency Units ("ECUs"), an ECU account) or other
jurisdiction acceptable to the Company and the Paying Agent as shall have been
designated at least 5 days prior to the Interest Payment Date or stated
maturity, redemption or repayment date, as the case may be, by the registered
Holder of this permanent global Security on the relevant Regular Record Date or
maturity, redemption or repayment date, provided that, in the case of payment of
principal of (and premium, if any) and any interest due at maturity or upon
earlier redemption or repayment, this permanent global Security is presented to
the Paying Agent in time for the Paying Agent to make such payments in such
funds in accordance with its normal procedures.  Such designation shall be made
by filing the appropriate information with the Paying Agent, and, unless
revoked, any such designation made with respect to any Security by a registered
Holder will remain in effect with respect to any further payments with respect
to this Security payable to such Holder.  If a payment with respect to this
Security cannot be made by wire transfer because the required designation has
not been received by the Paying Agent on or before the requisite date or for any
other reason, a notice will be mailed to the Holder at its registered address
requesting a designation pursuant to which such wire transfer can be made and,
upon the Paying Agent's receipt of such a designation, such payment will be made
within 5 days of such receipt.  The Company will pay any administrative costs
imposed by banks in connection with making payments by wire transfer, but any
tax, assessment or governmental charge imposed upon payment will be borne by the
Holder hereof in respect of which payments are made.

         If payment on this permanent global Security is required to be made in
ECUs and on a payment date with respect to this Security, ECU's are used neither
as the unit of account of the European Community (the "EC") or as the currency
of the European Union, then all payments due on such payment date shall be made
in U.S. dollars.  The amount so payable on any payment date in ECUs shall be
converted into U.S. dollars at a rate determined by the Exchange Rate Agent as
of the second Business Day prior to the date on which such payment is due on the
following basis:  the component currencies of the ECUs for this purpose (the
"Components") shall be the currency amounts that were components of the ECUs as
of the last date on which ECUs were used as the unit of account of the EC.  The
equivalent of ECUs in U.S. dollars shall be calculated by aggregating the U.S.
dollar equivalents of the Components.  The U.S. dollar equivalent of each of the
Components shall be determined by the Exchange Rate Agent on the basis of the
most recently available Exchange Rate (as defined below), for the Components or
as otherwise indicated above.  The "Exchange Rate" means the noon buying rate in
The City of New York for cable transfers for the relevant Specified Currency.


         Changes as to the nature or composition of the ECU may be made by the
EC in conformity with the treaty establishing the EC, as amended by the treaty
on the European Union, and EC law, in which event the composition of the ECU
will change accordingly and references to ECU in this permanent global Security
shall thereafter be construed as references to the ECU as so changed.

         If the Specified Currency is not available due to the imposition of
exchange controls or other circumstances beyond the Company's control, then the
Company will be entitled to satisfy its obligations to Holders by making
payments in U.S. dollars on the basis of the most recently available Exchange
Rate.  Any payment made under such circumstances in U.S. dollars where the
required payment is other than U.S. dollars will not constitute an Event of
Default under the Indenture.

         This permanent global Security is exchangeable or transferable in
whole or from time to time in part for Securities of this series in definitive
registered form only as provided in this paragraph.  If (i) the Depositary
notifies the Company that it is unwilling or unable to continue as Depositary
for this permanent global Security or if at any time the Depositary ceases to be
a clearing agency registered under the Securities Exchange Act of 1934, as
amended, or other applicable statute or regulation, (ii) the Company in its sole
discretion determines that this permanent global Security shall be so
exchangeable or transferable for Securities of this series in definitive
registered form and executes and delivers to the Security Registrar a Company
Order providing that this permanent global Security shall be so exchangeable or
transferable, or (iii) an event shall have happened and be continuing which,
after notice or lapse of time, or both, would become an Event of Default with
respect to the Securities of the series of which this permanent global Security
is a part, this permanent global Security shall be exchangeable for Securities
of this series in definitive registered form, PROVIDED that the definitive
Securities so issued in exchange for this permanent global Security shall be in
denominations of $100,000 and any integral multiple of $1,000 in excess thereof
or, if this Security is denominated in a Specified Currency, in the
denominations indicated on the face hereof, and be of like aggregate principal
amount and tenor as the portion of this permanent global Security to be
exchanged.  Except as provided above, owners of beneficial interests in this
permanent global Security will not be entitled to receive physical delivery of
Securities in definitive registered form and will not be considered the Holders
thereof for any purpose under the Indenture.

         Upon exchange of any portion of this permanent global Security for one
or more Securities of this series in definitive registered form, the Trustee or
the Security Registrar, as the case may be, shall cancel this permanent global
Security and issue a new permanent global Security or Securities of this Series
and of like tenor for the remaining principal amount.  Except as otherwise
provided herein or in the Indenture, until exchanged in full for one or more
Securities of this series in definitive registered form, this permanent global
Security shall in all respects be subject to and entitled to the same benefits
and conditions under the Indenture as a duly authenticated and delivered
Security of this series in definitive registered form.

         REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY
SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

         Unless the certificate of authentication hereon has been executed by
the Trustee or by its Authenticating Agent by manual signature, this permanent
global Security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
          IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.


Dated:                     THE ST. PAUL COMPANIES, INC.


                           By______________________________



Attest:


__________________________
Corporate Secretary

[SEAL]



                       TRUSTEE'S CERTIFICATE OF AUTHENTICATION


         This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.


                             THE CHASE MANHATTAN BANK


                             By__________________________
                               Authorized Officer
                                   [Form of Reverse]

                             THE ST. PAUL COMPANIES, INC.
                              MEDIUM-TERM NOTE, Series C
                                (Global Floating Rate)


         This Security is a permanent global Security evidencing a portion of a
duly authorized issue of securities of the Company (herein called the
"Securities"), issued and to be issued in one or more series under an Indenture,
dated as of March 31, 1990 (herein called the "Indenture"), between the Company
and The Chase Manhattan Bank, as trustee (herein called the "Trustee", which
term includes any successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered.  This
permanent global Security represents a portion of the Securities of the series
designated on the face hereof.  The Securities of this series may be issued from
time to time in an aggregate principal amount of up to $275,000,000 or its
equivalent in other currencies or composite currencies, may mature at different
times, bear interest, if any, at different rates, be redeemable at different
times or not at all, be issued at an original issue discount, and be denominated
in different currencies.

         If the Maturity Date (or date of redemption or repayment) of this
permanent Global Security falls on a day that is not a Business Day, the
required payment of principal, premium, if any, and interest will be made on the
next succeeding Business Day as if made on the date such payment was due, and no
interest will accrue on such payment for the period from and after the Maturity
Date (or date of redemption or repayment) to the date of such payment on the
next succeeding Business Day.

         This permanent global Security is not subject to redemption prior to
the Maturity Date shown above unless a Redemption Commencement Date and
Redemption Periods and Redemption Prices are specified above.  If so specified,
this permanent global Security is subject to redemption upon not less than 30
nor more than 60 days' notice by mail, as a whole or in part, at the election of
the Company, during the Redemption Periods and at the Redemption Prices
specified on the face hereof, plus interest accrued to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holder of this permanent global Security, or one or
more Predecessor permanent global Securities, of record at the close of business
on the relevant Record Dates referred to above, all as provided in the
Indenture.

         In the event of redemption of this permanent global Security in part
only, a new permanent global Security or Securities of this series and of like
tenor will be delivered to the Depositary upon the cancellation hereof.

         This permanent global Security is not subject to repayment prior to
the Maturity Date shown above unless a Repayment Date, Repayment Periods and
Repayment Prices are specified above.  If so specified, this Security is subject
to repayment at the option of the Holder hereof upon the terms set forth above.

          In the event of repayment of this permanent global Security in part
only, a new Security or Securities of this series and of like tenor and for a
principal amount equal to the unpaid portion will be issued to the registered
Holder upon the cancellation hereof.

         The interest rate payable on this permanent global Security will be
calculated by reference to the Interest Rate Basis specified above (a) plus or
minus the Spread specified above, if any, or (b) multiplied by the Spread
Multiplier specified above, if any.  The Interest Rate Basis may be: (a) the
Commercial Paper Rate, (b) the Prime Rate, (c) LIBOR (this permanent global
Security being a "LIBOR Security"), (d) the Treasury Rate, (e) the CD Rate, (f)
the Federal Funds Rate, (g) the CMT Rate or such other interest rate formula, as
specified above.  The "Index Maturity" is the period to maturity of the
instrument or obligation from which the Interest Rate Basis is calculated, as
specified above.

         All percentages resulting from any calculation on this permanent
global Security will be rounded to the nearest one hundred-thousandth of a
percentage point, with five-one millionths of a percentage point rounded upwards
(E.G., 9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655)), and
all amounts used in or resulting from such calculation on this Security will be
rounded, in the case of U.S. dollars, to the nearest cent or, in the case of a
foreign currency or composite currency, to the nearest unit (with one-half cent
or unit being rounded upwards).

         Unless otherwise specified above, the "Regular Record Date" with
respect to this permanent global Security shall be the date 15 calendar days
prior to each Interest Payment Date, whether or not such date shall be a
Business Day, and interest will be payable, in the case of permanent global
Securities which reset daily, weekly or monthly, on the third Wednesday of each
month or on the third Wednesday of March, June, September and December of each
year (as specified above); which reset quarterly, on the third Wednesday of
March, June, September and December of each year; which reset semi-annually, on
the third Wednesday of the two months of each year specified above; and which
reset annually, on the third Wednesday of the month specified above (each an
"Interest Payment Date"); and in each case, at maturity or upon earlier
redemption or repayment.

         Payments of interest with respect to any Interest Payment Date will
include interest accrued to but excluding such Interest Payment Date or date of
maturity, redemption or repayment, as the case may be.  Accrued interest from
the Original Issue Date or from the last date to which interest has been paid is
calculated by multiplying the face amount of this permanent global Security by
an accrued interest factor, computed by adding the interest factor calculated
for each day from such starting date to but excluding the date for which accrued
interest is being calculated.  The interest factor (expressed as a decimal) for
each such day is computed by dividing the interest rate (expressed as a decimal)
applicable to such day by 360 or, in the case of a Treasury Rate Security, by
the actual number of days in the year.

         The rate of interest on this permanent global Security will be reset
daily, weekly, monthly, quarterly, semiannually or annually or otherwise (each
an "Interest Reset Date"), as specified above.  Unless otherwise specified
above, the Interest Reset Date will be, if this permanent global Security resets
daily, each Business Day, if this permanent global Security (other than a
Treasury Rate Security) resets weekly, the Wednesday of each week, or if this
permanent global Security is a Treasury Rate Security, the Tuesday of each week
(except as provided below); if this permanent global Security resets monthly,
the third Wednesday of each month; if this permanent global Security resets
quarterly, the third Wednesday of March, June, September and December; if this
permanent global Security resets semi-annually, the third Wednesday of two
months of each year, as specified above; and if this permanent global Security
resets annually, the third Wednesday of one month of each year, as specified
above; PROVIDED, however, that the interest rate in effect from the date of
issue to the first Interest Reset Date will be the Initial Interest Rate
specified above.  If any Interest Reset Date would otherwise be a day that is
not a Market Day (as defined below), the Interest Reset Date shall be postponed
to the next day that is a Market Day, except that if this Security is a LIBOR
Security and such Market Day is in the next succeeding calendar month, such
Interest Reset Date shall be the immediately preceding Market Day.

         As used herein, the term "Market Day" means (a) with respect to any
Note (other than any LIBOR Note), any Business Day, and (b) with respect to any
LIBOR Note, any such Business Day which is also a London Business Day. The term
"London Business Day" means (i) if the Specified Currency is other than ECU, any
day on which dealings in such Specified Currency are transacted in the London
Interbank Market or (ii) if the Specified Currency is ECU, any day that does not
appear as an ECU non-settlement day on the display designated as "ISDE" on the
Reuter Monitor Money Rates Service (or a day so designated by the ECU Banking
Association) or, if ECU non-settlement days do not appear on that page (and are
not so designated), is not a day on which payments in ECU cannot be settled in
the international interbank market.  The term "Business Day" means each Monday,
Tuesday, Wednesday, Thursday and Friday which is (i) not a day on which banking
institutions in The City of New York generally are authorized or obligated by
law, regulation or executive order to close, and (ii) if the Note is denominated
in a Specified Currency (as defined below) other than U.S. dollars, not a day on
which banking institutions are authorized or obligated by law, regulation or
executive order to close in the financial center of the country issuing the
Specified Currency (which in the case of ECUs shall be Luxembourg, in which case
"Business Day" shall not include any day that is a non-ECU clearing day as
determined by the ECU Banking Association in Paris).

         The Interest Determination Date pertaining to an Interest Reset Date
for a Commercial Paper Rate Security (the "Commercial Paper Interest
Determination Date"), for a Prime Rate Security (the "Prime Rate Interest
Determination Date"), for a CD Rate Security (the "CD Rate Interest
Determination Date"), for a Federal Funds Rate Security (the "Federal Funds
Interest Determination Date") and for a CMT Rate Note (the "CMT Rate Interest
Determination Date") will be the second Market Day preceding such Interest Reset
Date. The Interest Determination Date pertaining to an Interest Reset Date for a
LIBOR Security (the "LIBOR Interest Determination Date") will be the second
London Business Day immediately preceding the applicable Interest Reset Date,
unless the Index Currency is British pounds sterling, in which case the Interest
Determination Date will be the applicable Interest Reset Date.  The Interest
Determination Date pertaining to an Interest Reset Date for a Treasury Rate
Security (the "Treasury Interest Determination Date") will be the day of the
week in which such Interest Reset Date falls on which Treasury bills would
normally be auctioned.  Treasury bills are normally sold at auction on Monday of
each week, unless that day is a legal holiday, in which case the auction is
usually held on the following Tuesday, except that such auction may be held on
the preceding Friday.  If, as the result of a legal holiday, an auction is so
held on the preceding Friday, such Friday will be the Treasury Interest
Determination Date pertaining to the Interest Reset Date occurring in the next
succeeding week.  If an auction date shall fall on any Interest Reset Date for a
Treasury Rate Security, then such Interest Reset Date shall instead be the first
Business Day immediately following such auction date.  Unless otherwise
specified above, the Calculation Date pertaining to any Interest Determination
Date shall be the earlier of (i) the tenth calendar day after such Interest
Determination Date, or, if such day is not a Business Day, the next succeeding
Business Day or (ii) the Business Day immediately preceding the applicable
Interest Payment Date or the Maturity Date, as the case may be.

         DETERMINATION OF COMMERCIAL PAPER RATE.  If the Interest Rate Basis of
this permanent global Security is the Commercial Paper Rate, the interest rate
with respect to any Interest Reset Date shall equal the Money Market Yield
(calculated as described below) of the per annum rate (quoted on a bank discount
basis) as of the relevant Commercial Paper Interest Determination Date for
commercial paper having the Index Maturity shown above, as published by the
Board of Governors of the Federal Reserve System in "Statistical Release
H.15(519), Selected Interest Rates" or any successor publication of the Board of
Governors of the Federal Reserve System ("H.15(519)") under the heading
"Commercial Paper".  In the event that such rate is not published prior to 9:00
A.M., New York City time, on the relevant Calculation Date, then the Commercial
Paper Rate with respect to such Interest Reset Date shall be the Money Market
Yield of such rate on such Commercial Paper Interest Determination Date for
commercial paper having the Index Maturity specified above as published by the
Federal Reserve Bank of New York in its daily statistical release, "Composite
3:30 P.M. Quotations for U.S. Government Securities" or any successor
publication published by the Federal Reserve Bank of New York ("Composite
Quotations") under the heading "Commercial Paper".  If by 3:00 P.M., New York
City time, on such Calculation Date, such rate is not published in either
H.15(519) or Composite Quotations, the Commercial Paper Rate with respect to
such Interest Reset Date shall be calculated by the Calculation Agent and shall
be the Money Market Yield of the arithmetic mean of the offered per annum rates
(quoted on a bank discount basis) as of 11:00 A.M., New York City time, on such
Commercial Paper Interest Determination Date, of three leading dealers of
commercial paper in The City of New York selected by the Calculation Agent for
commercial paper of the Index Maturity shown above placed for an industrial
issuer whose bond rating is "AA", or the equivalent, from a nationally
recognized rating agency; PROVIDED, HOWEVER, that if fewer than three dealers
selected as aforesaid by the Calculation Agent are quoting as mentioned above,
the Commercial Paper Rate with respect to such Interest Reset Date will be the
Commercial Paper Rate in effect hereon on such Commercial Paper Interest
Determination Date.

         "Money Market Yield" shall be the yield (expressed as a percentage)
calculated in accordance with the following formula:

         Money Market Yield = 100 x    360 X D
                                    360 - (D x M)

where "D" refers to the per annum rate for commercial paper, quoted on a bank
discount basis and expressed as a decimal and "M" refers to the actual number of
days in the period for which accrued interest is being calculated.

         DETERMINATION OF PRIME RATE.  If the Interest Rate Basis of this
permanent global Security is the Prime Rate, the interest rate with respect to
any Interest Reset Date shall equal the rate set forth for the relevant Prime
Rate Interest Determination Date in H.15(519) under the heading "Bank Prime
Loan".  In the event that such rate is not published prior to 9:00 A.M., New
York City time, on the relevant Calculation Date, then the Prime Rate with
respect to such Interest Reset Date shall be the arithmetic mean of the rates of
interest publicly announced by each bank that appears on the display designated
as page "USPRIME1" on the Reuters Monitor Money Rates Service (or such other
page as may replace the USPRIME1 page on that service for the purpose of
displaying prime rates or base lending rates of major United States banks)
("Reuters Screen USPRIME1 Page") as such bank's prime rate or base lending rate
as in effect for such Prime Rate Interest Determination Date as quoted on the
Reuters Screen USPRIME1 Page on such Prime Rate Interest Determination Date.  If
fewer than four such rates appear on the Reuters Screen USPRIME1 Page on such
Prime Rate Interest Determination Date, the Prime Rate with respect to such
Interest Reset Date will be the arithmetic mean of the prime rates or base
lending rates (quoted on the basis of the actual number of days in the year
divided by a 360-day year) as of the close of business on such Prime Rate
Interest Determination Date by three major bank in The City of New York selected
by the Calculation Agent; PROVIDED, HOWEVER, that if fewer than three banks
selected as aforesaid by the Calculation Agent are quoting as mentioned above,
the Prime Rate with respect to such Interest Reset Date will be the Prime Rate
in effect on such Prime Rate Interest Determination Date.

         DETERMINATION OF LIBOR.  If the Interest Rate Basis of this permanent
global Security is LIBOR, the interest rate with respect to any Interest Reset
Date shall be determined in accordance with the following provisions:

         (i)  On the relevant LIBOR Interest Determination Date, LIBOR will be
    either (a) if "LIBOR Reuters" is specified above, the arithmetic mean of
    the offered rates (unless the Designated LIBOR Page (as defined below) by
    its terms provides only for a single rate, in which case such single rate
    shall be used) for deposits in the Index Currency having the Index Maturity
    specified above, commencing on the applicable Interest Reset Date, that
    appear (or, if only a single rate is required as aforesaid, appears) on the
    Designated LIBOR Page as of 11:00 A.M., London time, on such LIBOR Interest
    Determination Date, or (b) if "LIBOR Telerate" is specified above or if
    neither "LIBOR Reuters" nor "LIBOR Telerate" is specified above as the
    method of calculating LIBOR, the rate for deposits in the Index Currency
    having the Index Maturity specified above, commencing on such Interest
    Reset Date, that appears on the Designated LIBOR Page as of 11:00 A.M.,
    London time, on such LIBOR Interest Determination Date.  If fewer than two
    such offered rates appear, or if no such rate appears, as applicable, LIBOR
    on such LIBOR Interest Determination Date will be determined in accordance
    with the provisions described in clause (ii) below.

         (ii)  If LIBOR with respect to a LIBOR Interest Determination Date is
    to be determined pursuant to this clause (ii), the Calculation Agent will
    request the principal London offices of each of four major reference banks
    in the London interbank market, as selected by the Calculation Agent, to
    provide the Calculation Agent with its offered quotation for deposits in
    the Index Currency for the period of the Index Maturity specified above,
    commencing on the Interest Reset Determination Date, to prime banks in the
    London interbank market at approximately 11:00 A.M., London time, on such
    LIBOR Interest Determination Date and in a principal amount that is
    representative for a single transaction in such Index Currency in such
    market at such time.  If at least two such quotations are provided, LIBOR
    determined on such LIBOR Interest Determination Date will be the arithmetic
    mean of such quotations.  If fewer than two quotations are provided, LIBOR
    determined on such LIBOR Interest Determination Date will be the arithmetic
    mean of the rates quoted at approximately 11:00 A.M., or such other time
    specified above, in the applicable Principal Financial Center, on such
    LIBOR Interest Determination Date by three major banks in such Principal
    Financial Center selected by the Calculation Agent for loans in the Index
    Currency to leading European banks, having the Index Maturity specified
    above and in a principal amount that is representative for a single
    transaction in such Index Currency in such market at such time; PROVIDED,
    HOWEVER, that if the banks so selected by the Calculation Agent are not
    quoting as mentioned in this sentence, LIBOR determined on such LIBOR
    Interest Determination Date will be LIBOR in effect on such LIBOR Interest
    Determination Date.

         "Designated LIBOR Page" means (a) if "LIBOR Reuters" is specified
above, the display on the Reuter Monitor Money Rates Service (or any successor
service) for the purpose of displaying the London interbank rates of major banks
for the applicable Index Currency, or (b) if "LIBOR Telerate" is specified above
or neither "LIBOR Reuters" nor "LIBOR Telerate" is specified above as the method
for calculating LIBOR, the display on the Dow Jones Telerate Service (or any
successor service) for the purpose of displaying the London interbank rates of
major banks for the applicable Index Currency.

         "Index Currency" means the currency (including composite currencies)
specified above as the currency for which LIBOR shall be calculated.  If no such
currency is specified in the applicable Pricing Supplement, the Index Currency
shall be U.S. dollars.

         "Principal Financial Center" means the capital city of the country
issuing the currency or composite currency in which any payment in respect of
this permanent global Security is to be made or, solely with respect to the
calculation of LIBOR, the specified Index Currency, except that with respect to
U.S. dollars, Deutsche marks, Italian lira, Swiss francs, Dutch guilders and
ECUs, the Principal Financial Center shall be The City of New York, Frankfurt,
Milan, Zurich, Amsterdam and Luxembourg, respectively.

         DETERMINATION OF TREASURY RATE.  If the Interest Rate Basis of this
permanent global Security is the Treasury Rate, the interest rate with respect
to any Interest Reset Date shall equal the rate for the auction on the relevant
Treasury Interest Determination Date of direct obligations of the United States
("Treasury Bills") having the Index Maturity shown above as published in
H.15(519) under the heading "U.S. Government Securities/Treasury Bills/Auction
Average (Investment)" or, if not so published by 9:00 A.M., New York City time,
on the relevant Calculation Date, the auction average rate (expressed as a bond
equivalent, on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) for such auction as otherwise announced by the United
States Department of the Treasury.  In the event that the results of the auction
of Treasury Bills having the Index Maturity shown above are not published or
reported as provided above by 3:00 P.M., New York City time, on such Calculation
Date, or if no such auction is held during such week, then the Treasury Rate
shall be the rate set forth in H.15(519) for the relevant Treasury Interest
Determination Date for the Index Maturity shown above under the heading "U.S.
Government Securities/Treasury Bills/Secondary Market".  In the event such rate
is not so published by 3:00 P.M., New York City time, on the relevant
Calculation Date, the Treasury Rate with respect to such Interest Reset Date
shall be calculated by the Calculation Agent and shall be a yield to maturity
(expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) of the arithmetic mean of the
secondary market bid rates as of approximately 3:30 P.M., New York City time, on
such Treasury Interest Determination Date, of three primary United States
government securities dealers in The City of New York selected by the
Calculation Agent for the issue of Treasury Bills with a remaining maturity
closest to the Index Maturity shown above; PROVIDED, HOWEVER, that if fewer than
three dealers selected as aforesaid by the Calculation Agent are quoting as
mentioned in this sentence, the Treasury Rate will be the Treasury Rate in
effect hereon on such Treasury Interest Determination Date.

         DETERMINATION OF CD RATE.  If the Interest Rate Basis of this
permanent global Security is the CD Rate, the interest rate with respect to any
Interest Reset Date shall equal the rate for the relevant CD Rate Interest
Determination Date for negotiable certificates of deposit having the Index
Maturity shown above as published in H.15(519) under the heading "CDs (Secondary
Market)".  In the event that such rate is not published prior to 9:00 A.M., New
York City time, on the relevant Calculation Date, then the CD Rate with respect
to such Interest Reset Date shall be the rate on such CD Rate Interest
Determination Date for negotiable certificates of deposit having the specified
Index Maturity as published in Composite Quotations under the heading
"Certificates of Deposit".  If by 3:00 P.M., New York City time, on such
Calculation Date such rate is not published in either H.15(519) or Composite
Quotations, the CD Rate with respect to such Interest Reset Date shall be
calculated by the Calculation Agent and shall be the arithmetic mean of the
secondary market offered rates, as of 10:00 A.M., New York City time, on such CD
Rate Interest Determination Date, of three leading nonbank dealers of negotiable
U.S. dollar certificates of deposit in The City of New York selected by the
Calculation Agent for negotiable certificates of deposit of major United States
money market banks with a remaining maturity closest to the Index Maturity shown
above in a denomination of U.S. $5,000,000; PROVIDED, HOWEVER, that if fewer
than three dealers selected as aforesaid by the Calculation Agent are quoting as
mentioned in this sentence, the CD Rate with respect to such Interest Reset Date
will be the CD Rate in effect on such CD Rate Interest Determination Date.

         DETERMINATION OF FEDERAL FUNDS RATE.  If the Interest Rate Basis of
this permanent global Security is the Federal Funds Rate, the interest rate with
respect to any Interest Reset Date shall equal the rate on the relevant Federal
Funds Rate Interest Determination Date for Federal Funds as published in
H.15(519) under the heading "Federal Funds (Effective)".  In the event that such
rate is not published prior to 9:00 A.M., New York City time, on the relevant
Calculation Date, then the Federal Funds Rate with respect to such Interest
Reset Date will be the rate on such Federal Funds Rate Interest Determination
Date as published in Composite Quotations under the heading "Federal
Funds/Effective Rate".  If by 3:00 P.M., New York City time, on such Calculation
Date such rate is not published in either H.15(519) or Composite Quotations, the
Federal Funds Rate with respect to such Interest Reset Date shall be calculated
by the Calculation Agent and shall be the arithmetic mean of the rates, as of
9:00 A.M., New York City time, on such Federal Funds Rate Interest Determination
Date, for the last transaction in overnight Federal Funds arranged by three
leading brokers of Federal Funds transactions in The City of New York selected
by the Calculation Agent; PROVIDED, HOWEVER, that if fewer than three brokers
selected as aforesaid by the Calculation Agent are quoting as mentioned in this
sentence, the Federal Funds Rate with respect to such Interest Reset Date will
be the Federal Funds Rate in effect on such Federal Funds Rate Interest
Determination Date.

         DETERMINATION OF CMT RATE. If the Interest Rate Basis of this Security
is the CMT Rate, the interest rate with respect to any Interest Reset Date shall
equal the rate


                                         -17-

displayed on the Designated CMT Telerate Page (as defined below) under the
caption "...Treasury Constant Maturities...Federal Reserve Board Release,
H.15...Mondays Approximately 3:45 p.m.," under the column for the Designated CMT
Maturity Index (as defined below) for (i) if the Designated CMT Telerate Page is
7055, the rate on the related CMT Interest Determination Date and (ii) if the
Designated CMT Telerate Page is 7052, the week or the month, as specified above,
ended immediately preceding the week or month (as applicable) in which the
related CMT Interest Determination Date occurs. If such rate is no longer
displayed on the relevant page, or is not displayed prior to 3:00 p.m., New York
City time, on the relevant Calculation Date, then the CMT Rate with respect to
such CMT Interest Determination Date will be such Treasury Constant Maturity
rate for the Designated CMT Maturity Index as published in the relevant
H.15(519). If such rate is no longer published, or, is not published by
3:00 p.m., New York City time, on such Calculation Date, then the CMT Rate for
such CMT Interest Determination Date will be such Treasury Constant Maturity
rate for the Designated CMT Maturity Index (or other United States Treasury rate
for the Designated CMT Maturity Index) for the CMT Interest Determination Date
with respect to such Interest Reset Date as may then be published by either the
Board of Governors of the Federal Reserve System or the United States Department
of the Treasury that the Calculation Agent determines to be comparable to the
rate formerly displayed on the Designated CMT Telerate Page and published in the
relevant H.15(519). If such information is not provided by 3:00 p.m., New York
City time, on the related Calculation Date, then the CMT Rate for the CMT
Interest Determination Date will be calculated by the Calculation Agent and will
be a yield to maturity, based on the arithmetic mean of the secondary market
closing offer side prices as of approximately 3:30 p.m., New York City time on
the CMT Interest Determination Date reported, according to their written
records, by three leading primary United States government securities dealers
(each, a "Reference Dealer") in The City of New York selected by the Calculation
Agent (from five such Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest)), for the most recently issued direct noncallable fixed rate obligations
of the United States ("Treasury notes") with an original maturity of
approximately the Designated CMT Maturity Index and a remaining term to maturity
of not less than such Designated CMT Maturity Index minus one year. If the
Calculation Agent cannot obtain three such Treasury notes quotations, the CMT
Rate for such CMT Interest Determination Date will be


                                         -18-



calculated by the Calculation Agent and will be a yield to maturity based on the
arithmetic mean of the secondary market offer side prices as of approximately
3:30 p.m., New York City time, on the CMT Interest Determination Date of three
Reference Dealers in The City of New York (from five such Reference Dealers
selected by the Calculation Agent and eliminating the highest quotation (or, in
the event of equality, one of the highest) and the lowest quotation (or, in the
event of equality, one of the lowest)), for Treasury notes with an original
maturity of the number of years that is the next highest to the Designated CMT
Maturity Index and a remaining term to maturity closest to the Designated CMT
Maturity Index and in an amount of at least $100,000,000. If three or four (and
not five) of such Reference Dealers are quoting as described above, then the CMT
Rate will be based on the arithmetic mean of the offer prices obtained and
neither the highest nor the lowest of such quotes will be eliminated; PROVIDED,
HOWEVER, that if fewer than three Reference Dealers selected by the Calculation
Agent are quoting as described herein, the CMT Rate will be the CMT Rate in
effect on such CMT Interest Determination Date. If two Treasury notes with an
original maturity as described in the second preceding sentence have remaining
terms to maturity equally close to the Designated CMT Maturity Index, the quotes
for the Treasury note with the shorter remaining term to maturity will be used.

         "Designated CMT Telerate Page" means the display on the Dow Jones
Telerate Service on the page specified above (or any other page as may replace
such page on that service for the purpose of displaying Treasury Constant
Maturities as reported in H.15(519)), for the purpose of displaying Treasury
Constant Maturities as reported in H.15(519). If no such page is specified
above, the Designated CMT Telerate Page shall be 7052, for the most recent week.

         "Designated CMT Maturity Index" means the original period to maturity
of the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years)
specified above with respect to which the CMT Rate will be calculated. If no
such maturity is specified above, the Designated CMT Maturity Index shall be two
years.

         Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, shown above.  The Calculation Agent shall calculate the
interest rate on this permanent global Security in accordance with the foregoing
on each Interest Determination Date or Calculation


                                         -19-



Date as applicable.  The Calculation Agent's determination of any interest rate
will be final and binding in the absence of manifest error.  The interest rate
on this permanent global Security will in no event be higher than the maximum
rate permitted by New York, as the same may be modified by United States law of
general application.

         The Calculation Agent will upon the request of the Holder of this
permanent global Security provide to such Holder the interest rate hereon then
in effect and, if determined, the interest rate which will become effective on
the next Interest Reset Date.

         If an Event of Default with respect to the Securities of this series
shall occur and be continuing, the principal of the Securities of this series
(including this permanent global Security and the interests represented hereby)
may be declared due and payable in the manner and with the effect provided in
the Indenture.

         The Indenture contains provisions for defeasance at any time of
(i) the entire indebtedness of this Security or (ii) certain restrictive
covenants with respect to this Security, in each case upon compliance with
certain conditions set forth in the Indenture.

         The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of 66 2/3% in principal amount of the Securities at the
time Outstanding of each series to be affected.  The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences.  Any such consent of waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security or Securities issued upon
the registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.

         No reference herein to the Indenture and no provision of this
permanent global Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the
principal of (and premium, if any)


                                         -20-



and interest on this permanent global Security at the times, places and rate,
and in the coin or currency, herein prescribed.

         This permanent global Security may not be transferred except as a
whole by a nominee of the Depositary to the Depositary or another nominee of the
Depositary or by the Depositary or any such nominee to a successor of the
Depositary or a nominee of such successor.

         The Securities of this Series may be issued in registered form,
without coupons, in denominations of $100,000 and any integral multiple of
$1,000 in excess thereof or, if this Security is denominated in a Specified
Currency, in the denominations indicated on the face hereof, unless otherwise
specified above.

         No service charge shall be made for any such registration of transfer
or exchange of Securities as provided above, but the Company may require payment
of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith.

         Prior to due presentment of this Security of this Series for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this permanent global Security
is registered as the owner hereof for all purposes, whether or not this
permanent global Security is overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary.


                                         -21-



         All terms used in this permanent global Security which are defined in
the Indenture and not herein otherwise defined shall have the meanings assigned
to them in the Indenture.


                                         -22-




                                    ABBREVIATIONS


         The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.

         TEN COM - as tenants in common

         TEN ENT - as tenants by the entireties

         JT TEN  - as joint tenants with right of
                   survivorship and not as tenants
                   in common

         UNIF GIFT MIN ACT - _________Custodian__________
                               (Cust)            (Minor)
                             Uniform Gifts to Minors Act


                             ____________________________
                                       (State)

         Additional abbreviations may also be used
              though not in the above list.


                                         -23-




         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto



_______________________________________________________________________________
                          (PLEASE INSERT SOCIAL SECURITY OR
                           IDENTIFYING NUMBER OF ASSIGNEE)


_______________________________________________________________________________
                        (PLEASE PRINT OR TYPE NAME AND ADDRESS
                        INCLUDING POSTAL ZIP CODE OF ASSIGNEE)


the within Security and all rights thereunder, hereby irrevocably constituting
and appointing


_______________________________________________________________________________
attorney to transfer said Security on the books of the Company, with full power
of substitution in the premises.


Dated:____________                          __________________________________



    NOTE:  The signature to this assignment must correspond with the name
    as written upon the face of the within Security in every particular,
    without alteration or enlargement or any change whatever.


                                         -24-




                              OPTION TO ELECT REPAYMENT


         The undersigned hereby irrevocably requests and instructs the Company
to repay the within Security (or portion thereof specified below) pursuant to
its terms at the applicable Repayment Price, together with interest to the
Repayment Date, to the undersigned at

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
           (Please Print or Typewrite Name and Address of the Undersigned)

and specify the denomination or denominations (which shall not be less than the
minimum authorized denomination) of the Securities to be issued to the
undersigned for the portion of the within Security not being repaid (in the
absence of any such specification, one such Security will be issued for the
portion not being repaid):__________________________.


Dated:_____________________                      _____________________________

                                                 _____________________________


    NOTE:  The signature to this assignment must correspond with the name
    as written upon the face of the within Security in every particular,
    without alteration or enlargement or any change whatever.


                                         -25-




                                                           [Form of Fixed Rate
                                                           Permanent Global
                                                           Security]


THIS SECURITY IS A SECURITY IN PERMANENT GLOBAL FORM AND IS REGISTERED IN THE
NAME OF A DEPOSITARY OR A NOMINEE THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED
IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY
IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH
DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE.


CUSIP NO.
No. FXR-                                                        $_____________


                             THE ST. PAUL COMPANIES, INC.

                              MEDIUM-TERM NOTE, SERIES C
                                 (Global Fixed Rate)


SPECIFIED CURRENCY:                                             EXCHANGE RATE
                                                                AGENT:


ORIGINAL
ISSUE DATE:                  INTEREST RATE:                     MATURITY DATE:


REDEMPTION                                                      REDEMPTION
COMMENCEMENT DATE:                                              PERIODS AND
                                                                PRICES:


REPAYMENT DATE:                                                 REPAYMENT
                                                                PERIODS AND
                                                                PRICES:


AUTHORIZED DENOMINATIONS:
(Only applicable if Specified
Currency is other than U.S. dollars)


OTHER/ADDITIONAL TERMS:


                                                                DEFAULT RATE:
                                                                (Only applic-
                                                                able if
                                                                Security issued


                                         -1-



                                                                at original
                                                                issue discount)

                                                                OID DEFAULT
                                                                AMOUNT:  (Only
                                                                applicable if
                                                                Security issued
                                                                at original
                                                                issue discount)


         THE ST. PAUL COMPANIES, INC., a corporation duly organized and
existing under the laws of the State of Minnesota (herein called the "Company",
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to CEDE & Co., as
nominee for the Depositary, or registered assigns, the principal sum of

                                                   (any such currency or
composite currency being hereinafter referred to as a "Specified Currency") on
the Maturity Date shown above or, together with any premium thereon, upon any
applicable Redemption or Repayment Date specified above, and to pay interest
thereon from the Original Issue Date shown above or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on May 15 and November 15 of each year and on the Maturity Date,
commencing on the first such Interest Payment Date next succeeding the Original
Issue Date, PROVIDED that if the Original Issue Date is after a Regular Record
Date and before the Interest Payment Date immediately following such Regular
Record Date, interest payments will commence on the second Interest Payment Date
following the Original Issue Date, at the rate per annum set forth above, until
the principal hereof is paid or made available for payment.  The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the Person in whose name this
permanent global Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest, which
shall be the May 1 or November 1 (whether or not a Business Day (as defined
below)), as the case may be, next preceding the May 15 and November 15 Interest
Payment Dates; PROVIDED, HOWEVER, that interest payable at maturity or upon
earlier redemption or repayment will be payable to the Person to whom principal
shall be payable.  Any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder on such Regular Record Date and
may either be paid to the Person in whose name this


                                         -2-



permanent global Security (or one or more Predecessor Securities) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice of which shall be given to
the Holder of this permanent global Security not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of the series evidenced by this permanent global Security may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture.  As used herein, the term "Depositary" shall
mean the Depositary designated as such by the Company under the Indenture
described herein.

         Payment of principal of (and premium, if any) and interest on this
permanent global Security will be made in the Specified Currency shown above,
except as provided below.  The Holder of a permanent global Security denominated
in a Specified Currency other than U.S. dollars may elect to receive all such
payments in U.S. dollars by delivery of a written request to the Paying Agent,
on or prior to the applicable Record Date or the date fifteen calendar days
prior to maturity or earlier redemption or repayment, as the case may be.  Such
written request may be in writing (mailed or hand delivered) or by cable, telex
or other form of facsimile transmission.  Such election shall remain in effect
unless such request is revoked on or prior to the applicable Record Date or the
date fifteen days prior to maturity, redemption or repayment, as the case may
be.

         If the Holder has elected to receive payments in U.S. dollars, payment
in respect of such Security will be based upon the exchange rate as determined
by the Exchange Rate Agent based on the highest firm bid quotation for U.S.
dollars received by such Exchange Rate Agent as of 11:00 A.M., New York City
time, on the second Business Day next preceding the applicable payment date from
three recognized foreign exchange dealers, for settlement on such payment date
of the aggregate amount of the Specified Currency payable to all Holders of
permanent global Securities electing to receive U.S. dollar payments and at
which the applicable dealer commits to execute a contract.  All currency
exchange costs will be borne by the Holders of such permanent global Securities
by deductions from such payments.  If three such bid quotations are not
available on the second Business Day preceding the payment of principal (and
premium, if any) or interest with respect to any permanent global Security, such
payment will be made in the Specified Currency.  The term "Business Day", as
used herein means any day, other than a Saturday or Sunday, that is neither a
legal holiday nor a day


                                         -3-



on which banking institutions are authorized or required by law, regulation or
executive order to close in The City of New York; PROVIDED, HOWEVER, that, if
the payment of this permanent global Security is to be made in a currency or
composite currency other than U.S. dollars, such day is also not a day on which
banking institutions are authorized or required by law, regulation or executive
order to close in the Principal Financial Center (as defined below) of the
country issuing such currency or composite currency (or, in the case of European
Currency Units ("ECUs"), is not a day that is a non-ECU clearing day as
determined by the ECU Banking Association in Paris).  The term "Principal
Financial Center" as used herein means the capital city of the country issuing
the currency or composite currency in which payment inspect of this permanent
global Security is to be made, except that with respect to U.S. dollars,
Deutsche marks, Italian lire, Swiss francs, Dutch guilders and ECUs, the
Principal Financial Center shall be The City of New York, Frankfurt, Milan,
Zurich, Amsterdam and Luxembourg, respectively.

         Payment of principal of (and premium, if any) and interest due on this
permanent global Security will be made to the Depositary or its nominee, as the
case may be, as the sole registered owner and the sole Holder of this permanent
global Security for all purposes under the Indenture.

         Unless otherwise specified above, payments of interest and principal
(and premium, if any) with respect to any permanent global Security made in a
Specified Currency other than U.S. dollars will be made by wire transfer in
immediately available funds to an account with a bank located in the country
issuing the Specified Currency (or, with respect to Securities denominated in
ECUs, an ECU account) or other jurisdiction acceptable to the Company and the
Paying Agent as shall have been designated at least 5 days prior to the Interest
Payment Date or stated maturity, redemption or repayment date, as the case may
be, by the registered Holder of this permanent global Security on the relevant
Regular Record Date or maturity, redemption or repayment date, provided that, in
the case of payment of principal of (and premium, if any) and any interest due
at maturity or upon earlier redemption or repayment, this permanent global
Security is presented to the Paying Agent in time for the Paying Agent to make
such payments in such funds in accordance with its normal procedures.  Such
designation shall be made by filing the appropriate information with the Paying
Agent, and, unless revoked, any such designation made with respect to any
permanent global Security by a registered Holder will remain in effect with
respect to any further payments with respect to this permanent global Security
payable to such Holder.  If a payment with respect to this permanent global
Security cannot


                                         -4-



be made by wire transfer because the required designation has not been received
by the Paying Agent on or before the requisite date or for any other reason, a
notice will be mailed to the Holder at its registered address requesting a
designation pursuant to which such wire transfer can be made and, upon the
Paying Agent's receipt of such a designation, such payment will be made within 5
days of such receipt.  The Company will pay any administrative costs imposed by
banks in connection with making payments by wire transfer, but any tax,
assessment or governmental charge imposed upon payment will be borne by the
Holder hereof in respect of which payments are made.

         If payment on this Security is required to be made in ECUs and on a
payment date with respect to this Security, ECU's are used neither as the unit
of account of the European Community (the "EC") or as the currency of the
European Union, then all payments due on such payment date shall be made in U.S.
dollars.  The amount so payable on any payment date in ECUs shall be converted
into U.S. dollars at a rate determined by the Exchange Rate Agent as of the
second Business Day prior to the date on which such payment is due on the
following basis:  the component currencies of the ECUs for this purpose (the
"Components") shall be the currency amounts that were components of the ECUs as
of the last date on which ECUs were used as the unit of account of the EC.  The
equivalent of ECUs in U.S. dollars shall be calculated by aggregating the U.S.
dollar equivalents of the Components.  The U.S. dollar equivalent of each of the
Components shall be determined by the Exchange Rate Agent on the basis of the
most recently available Exchange Rate (as defined below), for the Components or
as otherwise indicated above.  The "Exchange Rate" means the noon buying rate in
The City of New York for cable transfers for the relevant Specified Currency.

         If the Specified Currency is not available due to the imposition of
exchange controls or other circumstances beyond the Company's control, then the
Company will be entitled to satisfy its obligations to Holders by making
payments in U.S. dollars on the basis of the most recently available Exchange
Rate.  Any payment made under such circumstances in U.S. dollars where the
required payment is other than U.S. dollars will not constitute an Event of
Default under the Indenture.

         This permanent global Security is exchangeable or transferable in
whole or from time to time in part for Securities of this series in definitive
registered form only as provided in this paragraph.  If (i) the Depositary
notifies the Company that it is unwilling or unable to continue as Depositary
for this permanent global Security or if at any


                                         -5-




time the Depositary ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, (ii) the Company in its sole
discretion determines that this permanent global Security shall be so
exchangeable or transferable for Securities of this series in definitive
registered form and executes and delivers to the Security Registrar a Company
Order providing that this permanent global Security shall be so exchangeable or
transferable, or (iii) an event shall have happened and be continuing which,
after notice or lapse of time, or both, would become an Event of Default with
respect to the Securities of the series of which this permanent global Security
is a part, this permanent global Security shall be exchangeable for Securities
of this series in definitive registered form, PROVIDED that the definitive
Securities so issued in exchange for this permanent global Security shall be in
denominations of $100,000 and any integral multiple of $1,000 in excess thereof
or, if this permanent global Security is denominated in a Specified Currency, in
the denominations indicated on the face hereof, and be of like aggregate
principal amount and tenor as the portion of this permanent global Security to
be exchanged.  Except as provided above, owners of beneficial interests in this
permanent global Security will not be entitled to receive physical delivery of
Securities in definitive registered form and will not be considered the Holders
thereof for any purpose under the Indenture.

         Upon exchange of any portion of this permanent global Security for one
or more Securities of this series in definitive registered form, the Trustee or
the Security Registrar, as the case may be, shall cancel this permanent global
Security and issue a new permanent global Security or Securities of this Series
and of like tenor for the remaining principal amount.  Except as otherwise
provided herein or in the Indenture, until exchanged in full for one or more
Securities of this series in definitive registered form, this permanent global
Security shall in all respects be subject to and entitled to the same benefits
and conditions under the Indenture as a duly authenticated and delivered
Security of this series in definitive registered form.

         REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY
SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

         Unless the certificate of authentication hereon has been executed by
the Trustee or by its Authenticating Agent by manual signature, this permanent
global Security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.


                                         -6-




         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.


Dated:                                      THE ST. PAUL COMPANIES, INC.


                                            By______________________________



Attest:


__________________________
Corporate Secretary

[SEAL]



                       TRUSTEE'S CERTIFICATE OF AUTHENTICATION


         This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.


                                            THE CHASE MANHATTAN BANK


                                            By__________________________
                                              Authorized Officer


                                         -7-




                                  [Form of Reverse]

                             THE ST. PAUL COMPANIES, INC.
                              MEDIUM-TERM NOTE, Series C
                                 (Global Fixed Rate)


         This Security is a permanent global Security evidencing a portion of a
duly authorized issue of securities of the Company (herein called the
"Securities"), issued and to be issued in one or more series under an Indenture,
dated as of March 31, 1990 (herein called the "Indenture"), between the Company
and The Chase Manhattan Bank, as trustee (herein called the "Trustee", which
term includes any successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered.  This
permanent global Security represents a portion of the Securities of the series
designated on the face hereof.  The Securities of this series may be issued from
time to time in an aggregate principal amount of up to $275,000,000 or its
equivalent in other currencies or composite currencies, may mature at different
times, bear interest, if any, at different rates, be redeemable at different
times or not at all, be issued at an original issue discount, and be denominated
in different currencies.

         Interest payments for this permanent global Security will include
interest accrued to but excluding the Interest Payment Dates or date of
maturity, redemption or repayment, as the case may be.  Interest payments for
this permanent global Security shall be computed and paid on the basis of a
360-day year of twelve 30-day months.

         If any Interest Payment Date or the Maturity Date (or date of
redemption or repayment) of this permanent global Security falls on a day that
is not a Business Day, the required payment of principal, premium, if any,
and/or interest will be made on the next succeeding Business Day as if made on
the date such payment was due, and no interest will accrue on such payment for
the period from and after such Interest Payment Date or the Maturity Date (or
date of redemption or repayment), as the case may be, to the date of such
payment on the next succeeding Business Day.

         This permanent global Security is not subject to redemption prior to
the Maturity Date shown above unless a



                                         -8-



Redemption Commencement Date and Redemption Periods and Redemption Prices are
specified above.  If so specified, this permanent global Security is subject to
redemption upon not less than 30 nor more than 60 days' notice by mail, as a
whole or in part, at the election of the Company, during the Redemption Periods
and at the Redemption Prices specified on the face hereof, plus interest accrued
to the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holder of this permanent
global Security, or one or more Predecessor Securities, of record at the close
of business on the relevant Regular Record Dates referred to above, all as
provided in the Indenture.

         In the event of redemption of this permanent global Security in part
only, a new permanent global Security or Securities of this series and of like
tenor and for a principal amount equal to the unredeemed portion will be
delivered to the Depositary upon the cancellation hereof.

         This permanent global Security is not subject to repayment prior to
the Maturity Date shown above unless a Repayment Date, Repayment Periods and
Repayment Prices are specified above.  If so specified, this permanent global
Security is subject to repayment at the option of the Holder hereof upon the
terms set forth above.

          In the event of repayment of this permanent global Security in part
only, a new Security or Securities of this series and of like tenor and for a
principal amount equal to the unpaid portion will be issued to the registered
Holder upon the cancellation hereof.

         If an Event of Default with respect to the Securities of this series
shall occur and be continuing, the principal of the Securities of this series
(including this permanent global Security and the interests represented hereby)
may be declared due and payable in the manner and with the effect provided in
the Indenture.

         The Indenture contains provisions for defeasance at any time of
(i) the entire indebtedness of this Security or (ii) certain restrictive
covenants with respect to this Security, in each case upon compliance with
certain conditions set forth in the Indenture.

         The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and


                                         -9-



the Trustee with the consent of the Holders of 66 2/3% in principal amount of
the Securities at the time Outstanding of each series to be affected.  The
Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences.  Any such consent of
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security or
Securities issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.

         No reference herein to the Indenture and no provision of this
permanent global Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the
principal of (and premium, if any) and interest on this permanent global
Security at the times, places and rate, and in the coin or currency, herein
prescribed.

         This permanent global Security may not be transferred except as a
whole by a nominee of the Depositary to the Depositary or another nominee of the
Depositary or by the Depositary or any such nominee to a successor of the
Depositary or a nominee of such successor.

         If this Security is issued with an original issue discount, (i) if an
Event of Default with respect to the Securities shall have occurred and be
continuing, the amount of principal of this Security which may be declared due
and payable in the manner, with the effect and subject to the conditions
provided in the Indenture, shall be determined in the manner set forth under
"OID Default Amount" on the face hereof, and (ii) in the case of a default of
payment in principal upon acceleration, redemption or at maturity hereof, in
lieu of any interest otherwise payable, the overdue principal of this Security
shall bear interest at a rate of interest per annum equal to the Default Rate
stated on the face hereof (to the extent that the payment of such interest shall
be legally enforceable), which shall accrue from the date of such acceleration,
redemption or maturity, as the case may be, to the date payment has been made or
duly provided for or such default has been waived in accordance with the terms
of the Indenture.


                                         -10-



         The Securities of this Series may be issued in registered form,
without coupons, in denominations of $100,000 and any integral multiple of
$1,000 in excess thereof or, if this Security is denominated in a Specified
Currency, in the denominations indicated on the face hereof, unless otherwise
specified above.

         No service charge shall be made for any registration of transfer or
exchange of Securities as provided above, but the Company may require payment of
a sum sufficient to cover any tax or other governmental charge payable in
connection therewith.

         Prior to due presentment of this Security of this series for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this permanent global Security
is registered as the owner hereof for all purposes, whether or not this
permanent global Security is overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary.

         All terms used in this permanent global Security which are defined in
the Indenture and not herein otherwise defined shall have the meanings assigned
to them in the Indenture.


                                         -11-




                                    ABBREVIATIONS


         The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.

         TEN COM - as tenants in common

         TEN ENT - as tenants by the entireties

         JT TEN  - as joint tenants with right of
                   survivorship and not as tenants
                   in common

         UNIF GIFT MIN ACT - _________Custodian__________
                               (Cust)            (Minor)
                             Uniform Gifts to Minors Act


                             ____________________________
                                       (State)

         Additional abbreviations may also be used
              though not in the above list.


                                         -12-



         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto



_______________________________________________________________________________
                          (PLEASE INSERT SOCIAL SECURITY OR
                           IDENTIFYING NUMBER OF ASSIGNEE)


_______________________________________________________________________________
                        (PLEASE PRINT OR TYPE NAME AND ADDRESS
                        INCLUDING POSTAL ZIP CODE OF ASSIGNEE)


the within Security and all rights thereunder, hereby irrevocably constituting
and appointing


_______________________________________________________________________________
attorney to transfer said Security on the books of the Company, with full power
of substitution in the premises.


Dated:____________                          __________________________________



    NOTE:  The signature to this assignment must correspond with the name
    as written upon the face of the within Security in every particular,
    without alteration or enlargement or any change whatever.


                                         -13-



                              OPTION TO ELECT REPAYMENT


         The undersigned hereby irrevocably requests and instructs the Company
to repay the within Security (or portion thereof specified below) pursuant to
its terms at the applicable Repayment Price, together with interest to the
Repayment Date, to the undersigned at

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
           (Please Print or Typewrite Name and Address of the Undersigned)

and specify the denomination or denominations (which shall not be less than the
minimum authorized denomination) of the Securities to be issued to the
undersigned for the portion of the within Security not being repaid (in the
absence of any such specification, one such Security will be issued for the
portion not being repaid):__________________________.


Dated:_____________________                      _____________________________

                                                 _____________________________


    NOTE:  The signature to this assignment must correspond with the name
    as written upon the face of the within Security in every particular,
    without alteration or enlargement or any change whatever.


                                         -14-




                                                      [Form of Floating Rate
                                                      Permanent Global Security
                                                      - No OID]


THIS SECURITY IS A SECURITY IN PERMANENT GLOBAL FORM AND IS REGISTERED IN THE
NAME OF A DEPOSITARY OR A NOMINEE THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED
IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY
IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH
DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE.

CUSIP NO.
NO. FLR-                                                        $_____________


                             THE ST. PAUL COMPANIES, INC.

                              MEDIUM-TERM NOTE, SERIES C
                                (Global Floating Rate)

SPECIFIED CURRENCY:                                             EXCHANGE RATE
                                                                AGENT:


ORIGINAL                          INITIAL                       MATURITY
ISSUE DATE:                    INTEREST RATE:                   DATE:


AUTHORIZED DENOMINATIONS:
(only applicable if Specified
Currency is other than U.S. dollars)


INDEX MATURITY:                                                 SPREAD (plus
                                                                or minus):


INDEX CURRENCY (if other than
U.S. dollars):


INTEREST RATE                                                   SPREAD
BASIS:                                                          MULTIPLIER:


INTEREST RESET                                                  MAXIMUM


                                         -1-




PERIOD:                                                         INTEREST RATE:

INTEREST PAYMENT                                                MINIMUM
DATES:                                                          INTEREST RATE:


                                                                REGULAR RECORD
                                                                DATES:


INTEREST                                                        CALCULATION
RESET DATES:                                                    DATES:


INTEREST                                                        CALCULATION
DETERMINATION DATES:                                            AGENT (if other
                                                                than The Chase
                                                           Manhattan Bank):


REDEMPTION                                                      REDEMPTION
COMMENCEMENT DATE:                                              PERIODS AND
                                                                PRICES:


REPAYMENT DATE:                                                 REPAYMENT
                                                                PERIODS AND
                                                                PRICES:


OTHER/ADDITIONAL TERMS:



         THE ST. PAUL COMPANIES, INC., a corporation duly organized and
existing under the laws of the State of Minnesota (herein called the "Company",
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to CEDE & Co., as
nominee for the Depositary, or registered assigns, the principal sum of
                                                    (any such currency or
composite currency being hereinafter


                                         -2-



referred to as a "Specified Currency") on the Maturity Date shown above or,
together with any premium thereon, upon any applicable Redemption or Repayment
Date specified above, and to pay Interest thereon from the Original Issue Date
shown above or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, on the Interest Payment Dates set forth above
and on the Maturity Date, commencing on the first such Interest Payment Date
next succeeding the Original Issue Date, PROVIDED that if the Original Issue
Date is after a Regular Record Date and before the Interest Payment Date
immediately following such Regular Record Date, interest payments will commence
on the second Interest Payment Date following the Original Issue Date, at the
rate per annum determined in accordance with the provisions hereinafter set
forth, depending on the Interest Rate Basis specified above, until the principal
hereof is paid or made available for payment.  The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this permanent
global Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the fifteenth calendar day (whether or not a Business Day (as defined below)),
next preceding each Interest Payment Date; PROVIDED, HOWEVER, that interest
payable at maturity or upon earlier redemption or repayment will be payable to
the Person to whom principal shall be payable.  Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this permanent global Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice of which shall be
given to the Holder of this permanent global Security not less than 10 days
prior to such Special Record Date, or be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which this permanent global Security may be listed, and upon such notice as may
be required by such exchange, all as more fully provided in said Indenture.  As
used herein, the term "Depositary" shall mean the Depositary designated as such
by the Company under the Indenture described herein.

         Payment of principal of (and premium, if any) and interest on this
permanent global Security will be made in the Specified Currency shown above,
except as provided below.  The Holder of a permanent global Security denominated
in a Specified Currency other than U.S. dollars


                                         -3-



may elect to receive all such payments in U.S. dollars by delivery of a written
request to the Paying Agent, on or prior to the applicable Record Date or the
date fifteen calendar days prior to maturity or earlier redemption or repayment,
as the case may be.  Such written request may be in writing (mailed or hand
delivered) or by cable, telex or other form of facsimile transmission.  Such
election shall remain in effect unless such request is revoked on or prior to
the applicable Record Date or the date fifteen days prior to maturity or earlier
redemption or repayment, as the case may be.

         If the Holder has elected to receive payments in U.S. dollars, payment
in respect of this permanent global Security will be based upon the exchange
rate as determined by the Exchange Rate Agent based on the highest firm bid
quotation for U.S. dollars received by such Exchange Rate Agent as of 11:00
A.M., New York City time, on the second Business Day next preceding the
applicable payment date from three recognized foreign exchange dealers, for
settlement on such payment date of the aggregate amount of the Specified
Currency payable to all Holders of permanent global Securities electing to
receive U.S. dollar payments and at which the applicable dealer commits to
execute a contract.  All currency exchange costs will be borne by the Holders of
such permanent global Securities by deductions from such payments.  If three
such bid quotations are not available on the second Business Day preceding the
payment of principal (and premium, if any) or interest with respect to any
permanent global Security, such payment will be made in the Specified Currency.

         Payment of principal of (and premium, if any) and interest due on this
permanent global Security will be made to the Depositary or its nominee, as the
case may be, as the sole registered owner and the sole Holder of this permanent
global Security for all purposes under the Indenture.

         Unless otherwise specified above, payments of interest and principal
(and premium, if any) with respect to any permanent global Security made in a
Specified Currency other than U.S. dollars will be made by wire transfer in
immediately available funds to an account with a bank located in the country
issuing the Specified Currency (or, with respect to permanent global Securities
denominated in European Currency Units ("ECUs"), an ECU account) or other
jurisdiction acceptable to the Company and the Paying Agent as shall have been
designated at least 5 days prior to the Interest Payment Date or stated
maturity, redemption or repayment date, as the case may be, by the registered
Holder of this permanent global Security on the relevant Regular


                                         -4-



Record Date or maturity, redemption or repayment date, provided that, in the
case of payment of principal of (and premium, if any) and any interest due at
maturity or upon earlier redemption or repayment, this permanent global Security
is presented to the Paying Agent in time for the Paying Agent to make such
payments in such funds in accordance with its normal procedures.  Such
designation shall be made by filing the appropriate information with the Paying
Agent, and, unless revoked, any such designation made with respect to any
Security by a registered Holder will remain in effect with respect to any
further payments with respect to this Security payable to such Holder.  If a
payment with respect to this Security cannot be made by wire transfer because
the required designation has not been received by the Paying Agent on or before
the requisite date or for any other reason, a notice will be mailed to the
Holder at its registered address requesting a designation pursuant to which such
wire transfer can be made and, upon the Paying Agent's receipt of such a
designation, such payment will be made within 5 days of such receipt.  The
Company will pay any administrative costs imposed by banks in connection with
making payments by wire transfer, but any tax, assessment or governmental charge
imposed upon payment will be borne by the Holder hereof in respect of which
payments are made.

         If payment on this permanent global Security is required to be made in
ECUs and on a payment date with respect to this Security, ECU's are used neither
as the unit of account of the European Community (the "EC") or as the currency
of the European Union, then all payments due on such payment date shall be made
in U.S. dollars.  The amount so payable on any payment date in ECUs shall be
converted into U.S. dollars at a rate determined by the Exchange Rate Agent as
of the second Business Day prior to the date on which such payment is due on the
following basis:  the component currencies of the ECUs for this purpose (the
"Components") shall be the currency amounts that were components of the ECUs as
of the last date on which ECUs were used as the unit of account of the EC.  The
equivalent of ECUs in U.S. dollars shall be calculated by aggregating the U.S.
dollar equivalents of the Components.  The U.S. dollar equivalent of each of the
Components shall be determined by the Exchange Rate Agent on the basis of the
most recently available Exchange Rate (as defined below), for the Components or
as otherwise indicated above.  The "Exchange Rate" means the noon buying rate in
The City of New York for cable transfers for the relevant Specified Currency.


                                         -5-



         Changes as to the nature or composition of the ECU may be made by the
EC in conformity with the treaty establishing the EC, as amended by the treaty
on the European Union, and EC law, in which event the composition of the ECU
will change accordingly and references to ECU in this permanent global Security
shall thereafter be construed as references to the ECU as so changed.

         If the Specified Currency is not available due to the imposition of
exchange controls or other circumstances beyond the Company's control, then the
Company will be entitled to satisfy its obligations to Holders by making
payments in U.S. dollars on the basis of the most recently available Exchange
Rate.  Any payment made under such circumstances in U.S. dollars where the
required payment is other than U.S. dollars will not constitute an Event of
Default under the Indenture.

         This permanent global Security is exchangeable or transferable in
whole or from time to time in part for Securities of this series in definitive
registered form only as provided in this paragraph.  If (i) the Depositary
notifies the Company that it is unwilling or unable to continue as Depositary
for this permanent global Security or if at any time the Depositary ceases to be
a clearing agency registered under the Securities Exchange Act of 1934, as
amended, or other applicable statute or regulation, (ii) the Company in its sole
discretion determines that this permanent global Security shall be so
exchangeable or transferable for Securities of this series in definitive
registered form and executes and delivers to the Security Registrar a Company
Order providing that this permanent global Security shall be so exchangeable or
transferable, or (iii) an event shall have happened and be continuing which,
after notice or lapse of time, or both, would become an Event of Default with
respect to the Securities of the series of which this permanent global Security
is a part, this permanent global Security shall be exchangeable for Securities
of this series in definitive registered form, PROVIDED that the definitive
Securities so issued in exchange for this permanent global Security shall be in
denominations of $100,000 and any integral multiple of $1,000 in excess thereof
or, if this Security is denominated in a Specified Currency, in the
denominations indicated on the face hereof, and be of like aggregate principal
amount and tenor as the portion of this permanent global Security to be
exchanged.  Except as provided above, owners of beneficial interests in this
permanent global Security will not be entitled to receive physical delivery of
Securities in definitive registered form and will not be considered the Holders
thereof for any purpose under the Indenture.


                                         -6-



         Upon exchange of any portion of this permanent global Security for one
or more Securities of this series in definitive registered form, the Trustee or
the Security Registrar, as the case may be, shall cancel this permanent global
Security and issue a new permanent global Security or Securities of this Series
and of like tenor for the remaining principal amount.  Except as otherwise
provided herein or in the Indenture, until exchanged in full for one or more
Securities of this series in definitive registered form, this permanent global
Security shall in all respects be subject to and entitled to the same benefits
and conditions under the Indenture as a duly authenticated and delivered
Security of this series in definitive registered form.

         REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY
SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

         Unless the certificate of authentication hereon has been executed by
the Trustee or by its Authenticating Agent by manual signature, this permanent
global Security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.


                                         -7-



         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.


Dated:                                           THE ST. PAUL COMPANIES, INC.


                                                 By__________________________



Attest:


__________________________
Corporate Secretary

[SEAL]



                       TRUSTEE'S CERTIFICATE OF AUTHENTICATION


         This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.


                                                 THE CHASE MANHATTAN BANK


                                                 By__________________________
                                                   Authorized Officer


                                         -8-



                                  [Form of Reverse]

                             THE ST. PAUL COMPANIES, INC.
                              MEDIUM-TERM NOTE, Series C
                                (Global Floating Rate)


         This Security is a permanent global Security evidencing a portion of a
duly authorized issue of securities of the Company (herein called the
"Securities"), issued and to be issued in one or more series under an Indenture,
dated as of March 31, 1990 (herein called the "Indenture"), between the Company
and The Chase Manhattan Bank, as trustee (herein called the "Trustee", which
term includes any successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered.  This
permanent global Security represents a portion of the Securities of the series
designated on the face hereof.  The Securities of this series may be issued from
time to time in an aggregate principal amount of up to $275,000,000 or its
equivalent in other currencies or composite currencies, may mature at different
times, bear interest, if any, at different rates, be redeemable at different
times or not at all, be issued at an original issue discount, and be denominated
in different currencies.

         If the Maturity Date (or date of redemption or repayment) of this
permanent Global Security falls on a day that is not a Business Day, the
required payment of principal, premium, if any, and interest will be made on the
next succeeding Business Day as if made on the date such payment was due, and no
interest will accrue on such payment for the period from and after the Maturity
Date (or date of redemption or repayment) to the date of such payment on the
next succeeding Business Day.

         This permanent global Security is not subject to redemption prior to
the Maturity Date shown above unless a Redemption Commencement Date and
Redemption Periods and Redemption Prices are specified above.  If so specified,
this permanent global Security is subject to redemption upon not less than 30
nor more than 60 days' notice by mail, as a whole or in part, at the election of
the Company, during the Redemption Periods and at the Redemption Prices
specified on the face hereof, plus interest accrued to the Redemption Date, but
interest installments whose Stated Maturity is on


                                         -9-



or prior to such Redemption Date will be payable to the Holder of this permanent
global Security, or one or more Predecessor permanent global Securities, of
record at the close of business on the relevant Record Dates referred to above,
all as provided in the Indenture.

         In the event of redemption of this permanent global Security in part
only, a new permanent global Security or Securities of this series and of like
tenor will be delivered to the Depositary upon the cancellation hereof.

         This permanent global Security is not subject to repayment prior to
the Maturity Date shown above unless a Repayment Date, Repayment Periods and
Repayment Prices are specified above.  If so specified, this Security is subject
to repayment at the option of the Holder hereof upon the terms set forth above.

          In the event of repayment of this permanent global Security in part
only, a new Security or Securities of this series and of like tenor and for a
principal amount equal to the unpaid portion will be issued to the registered
Holder upon the cancellation hereof.

         The interest rate payable on this permanent global Security will be
calculated by reference to the Interest Rate Basis specified above (a) plus or
minus the Spread specified above, if any, or (b) multiplied by the Spread
Multiplier specified above, if any.  The Interest Rate Basis may be: (a) the
Commercial Paper Rate, (b) the Prime Rate, (c) LIBOR (this permanent global
Security being a "LIBOR Security"), (d) the Treasury Rate, (e) the CD Rate, (f)
the Federal Funds Rate, (g) the CMT Rate or such other interest rate formula, as
specified above.  The "Index Maturity" is the period to maturity of the
instrument or obligation from which the Interest Rate Basis is calculated, as
specified above.

         All percentages resulting from any calculation on this permanent
global Security will be rounded to the nearest one hundred-thousandth of a
percentage point, with five-one millionths of a percentage point rounded upwards
(E.G., 9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655)), and
all amounts used in or resulting from such calculation on this Security will be
rounded, in the case of U.S. dollars, to the nearest cent or, in the case of a
foreign currency or composite currency, to the nearest unit (with one-half cent
or unit being rounded upwards).

         Unless otherwise specified above, the "Regular Record Date" with
respect to this permanent global Security


                                         -10-



shall be the date 15 calendar days prior to each Interest Payment Date, whether
or not such date shall be a Business Day, and interest will be payable, in the
case of permanent global Securities which reset daily, weekly or monthly, on the
third Wednesday of each month or on the third Wednesday of March, June,
September and December of each year (as specified above); which reset quarterly,
on the third Wednesday of March, June, September and December of each year;
which reset semi-annually, on the third Wednesday of the two months of each year
specified above; and which reset annually, on the third Wednesday of the month
specified above (each an "Interest Payment Date"); and in each case, at maturity
or upon earlier redemption or repayment.

         Payments of interest with respect to any Interest Payment Date will
include interest accrued to but excluding such Interest Payment Date or date of
maturity, redemption or repayment, as the case may be.  Accrued interest from
the Original Issue Date or from the last date to which interest has been paid is
calculated by multiplying the face amount of this permanent global Security by
an accrued interest factor, computed by adding the interest factor calculated
for each day from such starting date to but excluding the date for which accrued
interest is being calculated.  The interest factor (expressed as a decimal) for
each such day is computed by dividing the interest rate (expressed as a decimal)
applicable to such day by 360 or, in the case of a Treasury Rate Security, by
the actual number of days in the year.

         The rate of interest on this permanent global Security will be reset
daily, weekly, monthly, quarterly, semiannually or annually or otherwise (each
an "Interest Reset Date"), as specified above.  Unless otherwise specified
above, the Interest Reset Date will be, if this permanent global Security resets
daily, each Business Day, if this permanent global Security (other than a
Treasury Rate Security) resets weekly, the Wednesday of each week, or if this
permanent global Security is a Treasury Rate Security, the Tuesday of each week
(except as provided below); if this permanent global Security resets monthly,
the third Wednesday of each month; if this permanent global Security resets
quarterly, the third Wednesday of March, June, September and December; if this
permanent global Security resets semi-annually, the third Wednesday of two
months of each year, as specified above; and if this permanent global Security
resets annually, the third Wednesday of one month of each year, as specified
above; PROVIDED, however, that the interest rate in effect from the date of
issue to the first Interest Reset Date will be the Initial Interest Rate
specified above.  If any Interest


                                         -11-



Reset Date would otherwise be a day that is not a Market Day (as defined below),
the Interest Reset Date shall be postponed to the next day that is a Market Day,
except that if this Security is a LIBOR Security and such Market Day is in the
next succeeding calendar month, such Interest Reset Date shall be the
immediately preceding Market Day.

         As used herein, the term "Market Day" means (a) with respect to any
Note (other than any LIBOR Note), any Business Day, and (b) with respect to any
LIBOR Note, any such Business Day which is also a London Business Day. The term
"London Business Day" means (i) if the Specified Currency is other than ECU, any
day on which dealings in such Specified Currency are transacted in the London
Interbank Market or (ii) if the Specified Currency is ECU, any day that does not
appear as an ECU non-settlement day on the display designated as "ISDE" on the
Reuter Monitor Money Rates Service (or a day so designated by the ECU Banking
Association) or, if ECU non-settlement days do not appear on that page (and are
not so designated), is not a day on which payments in ECU cannot be settled in
the international interbank market.  The term "Business Day" means each Monday,
Tuesday, Wednesday, Thursday and Friday which is (i) not a day on which banking
institutions in The City of New York generally are authorized or obligated by
law, regulation or executive order to close, and (ii) if the Note is denominated
in a Specified Currency (as defined below) other than U.S. dollars, not a day on
which banking institutions are authorized or obligated by law, regulation or
executive order to close in the financial center of the country issuing the
Specified Currency (which in the case of ECUs shall be Luxembourg, in which case
"Business Day" shall not include any day that is a non-ECU clearing day as
determined by the ECU Banking Association in Paris).

         The Interest Determination Date pertaining to an Interest Reset Date
for a Commercial Paper Rate Security (the "Commercial Paper Interest
Determination Date"), for a Prime Rate Security (the "Prime Rate Interest
Determination Date"), for a CD Rate Security (the "CD Rate Interest
Determination Date"), for a Federal Funds Rate Security (the "Federal Funds
Interest Determination Date") and for a CMT Rate Note (the "CMT Rate Interest
Determination Date") will be the second Market Day preceding such Interest Reset
Date. The Interest Determination Date pertaining to an Interest Reset Date for a
LIBOR Security (the "LIBOR Interest Determination Date") will be the second
London Business Day immediately preceding the applicable Interest Reset Date,
unless the Index Currency is British pounds sterling, in which case the Interest
Determination Date will be the applicable Interest Reset Date.  The Interest
Determination


                                         -12-



Date pertaining to an Interest Reset Date for a Treasury Rate Security (the
"Treasury Interest Determination Date") will be the day of the week in which
such Interest Reset Date falls on which Treasury bills would normally be
auctioned.  Treasury bills are normally sold at auction on Monday of each week,
unless that day is a legal holiday, in which case the auction is usually held on
the following Tuesday, except that such auction may be held on the preceding
Friday.  If, as the result of a legal holiday, an auction is so held on the
preceding Friday, such Friday will be the Treasury Interest Determination Date
pertaining to the Interest Reset Date occurring in the next succeeding week.  If
an auction date shall fall on any Interest Reset Date for a Treasury Rate
Security, then such Interest Reset Date shall instead be the first Business Day
immediately following such auction date.  Unless otherwise specified above, the
Calculation Date pertaining to any Interest Determination Date shall be the
earlier of (i) the tenth calendar day after such Interest Determination Date,
or, if such day is not a Business Day, the next succeeding Business Day or (ii)
the Business Day immediately preceding the applicable Interest Payment Date or
the Maturity Date, as the case may be.

         DETERMINATION OF COMMERCIAL PAPER RATE.  If the Interest Rate Basis of
this permanent global Security is the Commercial Paper Rate, the interest rate
with respect to any Interest Reset Date shall equal the Money Market Yield
(calculated as described below) of the per annum rate (quoted on a bank discount
basis) as of the relevant Commercial Paper Interest Determination Date for
commercial paper having the Index Maturity shown above, as published by the
Board of Governors of the Federal Reserve System in "Statistical Release
H.15(519), Selected Interest Rates" or any successor publication of the Board of
Governors of the Federal Reserve System ("H.15(519)") under the heading
"Commercial Paper".  In the event that such rate is not published prior to 9:00
A.M., New York City time, on the relevant Calculation Date, then the Commercial
Paper Rate with respect to such Interest Reset Date shall be the Money Market
Yield of such rate on such Commercial Paper Interest Determination Date for
commercial paper having the Index Maturity specified above as published by the
Federal Reserve Bank of New York in its daily statistical release, "Composite
3:30 P.M. Quotations for U.S. Government Securities" or any successor
publication published by the Federal Reserve Bank of New York ("Composite
Quotations") under the heading "Commercial Paper".  If by 3:00 P.M., New York
City time, on such Calculation Date, such rate is not published in either
H.15(519) or Composite Quotations, the Commercial Paper Rate with respect to
such Interest Reset Date shall be calculated by the Calculation


                                         -13-



Agent and shall be the Money Market Yield of the arithmetic mean of the offered
per annum rates (quoted on a bank discount basis) as of 11:00 A.M., New York
City time, on such Commercial Paper Interest Determination Date, of three
leading dealers of commercial paper in The City of New York selected by the
Calculation Agent for commercial paper of the Index Maturity shown above placed
for an industrial issuer whose bond rating is "AA", or the equivalent, from a
nationally recognized rating agency; PROVIDED, HOWEVER, that if fewer than three
dealers selected as aforesaid by the Calculation Agent are quoting as mentioned
above, the Commercial Paper Rate with respect to such Interest Reset Date will
be the Commercial Paper Rate in effect hereon on such Commercial Paper Interest
Determination Date.

         "Money Market Yield" shall be the yield (expressed as a percentage)
calculated in accordance with the following formula:

         Money Market Yield = 100 x    360 X D
                                    -------------
                                    360 - (D x M)

where "D" refers to the per annum rate for commercial paper, quoted on a bank
discount basis and expressed as a decimal and "M" refers to the actual number of
days in the period for which accrued interest is being calculated.

         DETERMINATION OF PRIME RATE.  If the Interest Rate Basis of this
permanent global Security is the Prime Rate, the interest rate with respect to
any Interest Reset Date shall equal the rate set forth for the relevant Prime
Rate Interest Determination Date in H.15(519) under the heading "Bank Prime
Loan".  In the event that such rate is not published prior to 9:00 A.M., New
York City time, on the relevant Calculation Date, then the Prime Rate with
respect to such Interest Reset Date shall be the arithmetic mean of the rates of
interest publicly announced by each bank that appears on the display designated
as page "USPRIME1" on the Reuters Monitor Money Rates Service (or such other
page as may replace the USPRIME1 page on that service for the purpose of
displaying prime rates or base lending rates of major United States banks)
("Reuters Screen USPRIME1 Page") as such bank's prime rate or base lending rate
as in effect for such Prime Rate Interest Determination Date as quoted on the
Reuters Screen USPRIME1 Page on such Prime Rate Interest Determination Date.  If
fewer than four such rates appear on the Reuters Screen USPRIME1 Page on such
Prime Rate Interest Determination Date, the Prime Rate with respect to such
Interest Reset Date will be the arithmetic mean of the prime rates or base
lending rates (quoted on the basis of the actual number of days in the year
divided by a 360-day year)


                                         -14-



as of the close of business on such Prime Rate Interest Determination Date by
three major bank in The City of New York selected by the Calculation Agent;
PROVIDED, HOWEVER, that if fewer than three banks selected as aforesaid by the
Calculation Agent are quoting as mentioned above, the Prime Rate with respect to
such Interest Reset Date will be the Prime Rate in effect on such Prime Rate
Interest Determination Date.

         DETERMINATION OF LIBOR.  If the Interest Rate Basis of this permanent
global Security is LIBOR, the interest rate with respect to any Interest Reset
Date shall be determined in accordance with the following provisions:

         (i)  On the relevant LIBOR Interest Determination Date, LIBOR will be
    either (a) if "LIBOR Reuters" is specified above, the arithmetic mean of
    the offered rates (unless the Designated LIBOR Page (as defined below) by
    its terms provides only for a single rate, in which case such single rate
    shall be used) for deposits in the Index Currency having the Index Maturity
    specified above, commencing on the applicable Interest Reset Date, that
    appear (or, if only a single rate is required as aforesaid, appears) on the
    Designated LIBOR Page as of 11:00 A.M., London time, on such LIBOR Interest
    Determination Date, or (b) if "LIBOR Telerate" is specified above or if
    neither "LIBOR Reuters" nor "LIBOR Telerate" is specified above as the
    method of calculating LIBOR, the rate for deposits in the Index Currency
    having the Index Maturity specified above, commencing on such Interest
    Reset Date, that appears on the Designated LIBOR Page as of 11:00 A.M.,
    London time, on such LIBOR Interest Determination Date.  If fewer than two
    such offered rates appear, or if no such rate appears, as applicable, LIBOR
    on such LIBOR Interest Determination Date will be determined in accordance
    with the provisions described in clause (ii) below.

         (ii)  If LIBOR with respect to a LIBOR Interest Determination Date is
    to be determined pursuant to this clause (ii), the Calculation Agent will
    request the principal London offices of each of four major reference banks
    in the London interbank market, as selected by the Calculation Agent, to
    provide the Calculation Agent with its offered quotation for deposits in
    the Index Currency for the period of the Index Maturity specified above,
    commencing on the Interest Reset Determination Date, to prime banks in the
    London interbank market at approximately 11:00 A.M., London time, on such
    LIBOR Interest Determination


                                         -15-



    Date and in a principal amount that is representative for a single
    transaction in such Index Currency in such market at such time.  If at
    least two such quotations are provided, LIBOR determined on such LIBOR
    Interest Determination Date will be the arithmetic mean of such quotations.
    If fewer than two quotations are provided, LIBOR determined on such LIBOR
    Interest Determination Date will be the arithmetic mean of the rates quoted
    at approximately 11:00 A.M., or such other time specified above, in the
    applicable Principal Financial Center, on such LIBOR Interest Determination
    Date by three major banks in such Principal Financial Center selected by
    the Calculation Agent for loans in the Index Currency to leading European
    banks, having the Index Maturity specified above and in a principal amount
    that is representative for a single transaction in such Index Currency in
    such market at such time; PROVIDED, HOWEVER, that if the banks so selected
    by the Calculation Agent are not quoting as mentioned in this sentence,
    LIBOR determined on such LIBOR Interest Determination Date will be LIBOR in
    effect on such LIBOR Interest Determination Date.

         "Designated LIBOR Page" means (a) if "LIBOR Reuters" is specified
above, the display on the Reuter Monitor Money Rates Service (or any successor
service) for the purpose of displaying the London interbank rates of major banks
for the applicable Index Currency, or (b) if "LIBOR Telerate" is specified above
or neither "LIBOR Reuters" nor "LIBOR Telerate" is specified above as the method
for calculating LIBOR, the display on the Dow Jones Telerate Service (or any
successor service) for the purpose of displaying the London interbank rates of
major banks for the applicable Index Currency.

         "Index Currency" means the currency (including composite currencies)
specified above as the currency for which LIBOR shall be calculated.  If no such
currency is specified in the applicable Pricing Supplement, the Index Currency
shall be U.S. dollars.

         "Principal Financial Center" means the capital city of the country
issuing the currency or composite currency in which any payment in respect of
this permanent global Security is to be made or, solely with respect to the
calculation of LIBOR, the specified Index Currency, except that with respect to
U.S. dollars, Deutsche marks, Italian lira, Swiss francs, Dutch guilders and
ECUs, the Principal Financial Center shall be The City of New York, Frankfurt,
Milan, Zurich, Amsterdam and Luxembourg, respectively.


                                         -16-



         DETERMINATION OF TREASURY RATE.  If the Interest Rate Basis of this
permanent global Security is the Treasury Rate, the interest rate with respect
to any Interest Reset Date shall equal the rate for the auction on the relevant
Treasury Interest Determination Date of direct obligations of the United States
("Treasury Bills") having the Index Maturity shown above as published in
H.15(519) under the heading "U.S. Government Securities/Treasury Bills/Auction
Average (Investment)" or, if not so published by 9:00 A.M., New York City time,
on the relevant Calculation Date, the auction average rate (expressed as a bond
equivalent, on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) for such auction as otherwise announced by the United
States Department of the Treasury.  In the event that the results of the auction
of Treasury Bills having the Index Maturity shown above are not published or
reported as provided above by 3:00 P.M., New York City time, on such Calculation
Date, or if no such auction is held during such week, then the Treasury Rate
shall be the rate set forth in H.15(519) for the relevant Treasury Interest
Determination Date for the Index Maturity shown above under the heading "U.S.
Government Securities/Treasury Bills/Secondary Market".  In the event such rate
is not so published by 3:00 P.M., New York City time, on the relevant
Calculation Date, the Treasury Rate with respect to such Interest Reset Date
shall be calculated by the Calculation Agent and shall be a yield to maturity
(expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) of the arithmetic mean of the
secondary market bid rates as of approximately 3:30 P.M., New York City time, on
such Treasury Interest Determination Date, of three primary United States
government securities dealers in The City of New York selected by the
Calculation Agent for the issue of Treasury Bills with a remaining maturity
closest to the Index Maturity shown above; PROVIDED, HOWEVER, that if fewer than
three dealers selected as aforesaid by the Calculation Agent are quoting as
mentioned in this sentence, the Treasury Rate will be the Treasury Rate in
effect hereon on such Treasury Interest Determination Date.

         DETERMINATION OF CD RATE.  If the Interest Rate Basis of this
permanent global Security is the CD Rate, the interest rate with respect to any
Interest Reset Date shall equal the rate for the relevant CD Rate Interest
Determination Date for negotiable certificates of deposit having the Index
Maturity shown above as published in H.15(519) under the heading "CDs (Secondary
Market)".  In the event that such rate is not published prior to 9:00 A.M., New
York City time, on the relevant Calculation Date, then the CD Rate with respect
to such Interest Reset Date shall be the rate


                                         -17-



on such CD Rate Interest Determination Date for negotiable certificates of
deposit having the specified Index Maturity as published in Composite Quotations
under the heading "Certificates of Deposit".  If by 3:00 P.M., New York City
time, on such Calculation Date such rate is not published in either H.15(519) or
Composite Quotations, the CD Rate with respect to such Interest Reset Date shall
be calculated by the Calculation Agent and shall be the arithmetic mean of the
secondary market offered rates, as of 10:00 A.M., New York City time, on such CD
Rate Interest Determination Date, of three leading nonbank dealers of negotiable
U.S. dollar certificates of deposit in The City of New York selected by the
Calculation Agent for negotiable certificates of deposit of major United States
money market banks with a remaining maturity closest to the Index Maturity shown
above in a denomination of U.S. $5,000,000; PROVIDED, HOWEVER, that if fewer
than three dealers selected as aforesaid by the Calculation Agent are quoting as
mentioned in this sentence, the CD Rate with respect to such Interest Reset Date
will be the CD Rate in effect on such CD Rate Interest Determination Date.

         DETERMINATION OF FEDERAL FUNDS RATE.  If the Interest Rate Basis of
this permanent global Security is the Federal Funds Rate, the interest rate with
respect to any Interest Reset Date shall equal the rate on the relevant Federal
Funds Rate Interest Determination Date for Federal Funds as published in
H.15(519) under the heading "Federal Funds (Effective)".  In the event that such
rate is not published prior to 9:00 A.M., New York City time, on the relevant
Calculation Date, then the Federal Funds Rate with respect to such Interest
Reset Date will be the rate on such Federal Funds Rate Interest Determination
Date as published in Composite Quotations under the heading "Federal
Funds/Effective Rate".  If by 3:00 P.M., New York City time, on such Calculation
Date such rate is not published in either H.15(519) or Composite Quotations, the
Federal Funds Rate with respect to such Interest Reset Date shall be calculated
by the Calculation Agent and shall be the arithmetic mean of the rates, as of
9:00 A.M., New York City time, on such Federal Funds Rate Interest Determination
Date, for the last transaction in overnight Federal Funds arranged by three
leading brokers of Federal Funds transactions in The City of New York selected
by the Calculation Agent; PROVIDED, HOWEVER, that if fewer than three brokers
selected as aforesaid by the Calculation Agent are quoting as mentioned in this
sentence, the Federal Funds Rate with respect to such Interest Reset Date will
be the Federal Funds Rate in effect on such Federal Funds Rate Interest
Determination Date.


                                         -18-



         DETERMINATION OF CMT RATE. If the Interest Rate Basis of this Security
is the CMT Rate, the interest rate with respect to any Interest Reset Date shall
equal the rate displayed on the Designated CMT Telerate Page (as defined below)
under the caption "...Treasury Constant Maturities...Federal Reserve Board
Release, H.15...Mondays Approximately 3:45 p.m.," under the column for the
Designated CMT Maturity Index (as defined below) for (i) if the Designated CMT
Telerate Page is 7055, the rate on the related CMT Interest Determination Date
and (ii) if the Designated CMT Telerate Page is 7052, the week or the month, as
specified above, ended immediately preceding the week or month (as applicable)
in which the related CMT Interest Determination Date occurs. If such rate is no
longer displayed on the relevant page, or is not displayed prior to 3:00 p.m.,
New York City time, on the relevant Calculation Date, then the CMT Rate with
respect to such CMT Interest Determination Date will be such Treasury Constant
Maturity rate for the Designated CMT Maturity Index as published in the relevant
H.15(519). If such rate is no longer published, or, is not published by
3:00 p.m., New York City time, on such Calculation Date, then the CMT Rate for
such CMT Interest Determination Date will be such Treasury Constant Maturity
rate for the Designated CMT Maturity Index (or other United States Treasury rate
for the Designated CMT Maturity Index) for the CMT Interest Determination Date
with respect to such Interest Reset Date as may then be published by either the
Board of Governors of the Federal Reserve System or the United States Department
of the Treasury that the Calculation Agent determines to be comparable to the
rate formerly displayed on the Designated CMT Telerate Page and published in the
relevant H.15(519). If such information is not provided by 3:00 p.m., New York
City time, on the related Calculation Date, then the CMT Rate for the CMT
Interest Determination Date will be calculated by the Calculation Agent and will
be a yield to maturity, based on the arithmetic mean of the secondary market
closing offer side prices as of approximately 3:30 p.m., New York City time on
the CMT Interest Determination Date reported, according to their written
records, by three leading primary United States government securities dealers
(each, a "Reference Dealer") in The City of New York selected by the Calculation
Agent (from five such Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest)), for the most recently issued direct noncallable fixed rate obligations
of the United States ("Treasury notes") with an original maturity of
approximately the Designated CMT Maturity Index and a remaining term to maturity
of not less than such Designated


                                         -19-



CMT Maturity Index minus one year. If the Calculation Agent cannot obtain three
such Treasury notes quotations, the CMT Rate for such CMT Interest Determination
Date will be calculated by the Calculation Agent and will be a yield to maturity
based on the arithmetic mean of the secondary market offer side prices as of
approximately 3:30 p.m., New York City time, on the CMT Interest Determination
Date of three Reference Dealers in The City of New York (from five such
Reference Dealers selected by the Calculation Agent and eliminating the highest
quotation (or, in the event of equality, one of the highest) and the lowest
quotation (or, in the event of equality, one of the lowest)), for Treasury notes
with an original maturity of the number of years that is the next highest to the
Designated CMT Maturity Index and a remaining term to maturity closest to the
Designated CMT Maturity Index and in an amount of at least $100,000,000. If
three or four (and not five) of such Reference Dealers are quoting as described
above, then the CMT Rate will be based on the arithmetic mean of the offer
prices obtained and neither the highest nor the lowest of such quotes will be
eliminated; PROVIDED, HOWEVER, that if fewer than three Reference Dealers
selected by the Calculation Agent are quoting as described herein, the CMT Rate
will be the CMT Rate in effect on such CMT Interest Determination Date. If two
Treasury notes with an original maturity as described in the second preceding
sentence have remaining terms to maturity equally close to the Designated CMT
Maturity Index, the quotes for the Treasury note with the shorter remaining term
to maturity will be used.

         "Designated CMT Telerate Page" means the display on the Dow Jones
Telerate Service on the page specified above (or any other page as may replace
such page on that service for the purpose of displaying Treasury Constant
Maturities as reported in H.15(519)), for the purpose of displaying Treasury
Constant Maturities as reported in H.15(519). If no such page is specified
above, the Designated CMT Telerate Page shall be 7052, for the most recent week.

         "Designated CMT Maturity Index" means the original period to maturity
of the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years)
specified above with respect to which the CMT Rate will be calculated. If no
such maturity is specified above, the Designated CMT Maturity Index shall be two
years.

         Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any,


                                         -20-



shown above.  The Calculation Agent shall calculate the interest rate on this
permanent global Security in accordance with the foregoing on each Interest
Determination Date or Calculation Date as applicable.  The Calculation Agent's
determination of any interest rate will be final and binding in the absence of
manifest error.  The interest rate on this permanent global Security will in no
event be higher than the maximum rate permitted by New York, as the same may be
modified by United States law of general application.

         The Calculation Agent will upon the request of the Holder of this
permanent global Security provide to such Holder the interest rate hereon then
in effect and, if determined, the interest rate which will become effective on
the next Interest Reset Date.

         If an Event of Default with respect to the Securities of this series
shall occur and be continuing, the principal of the Securities of this series
(including this permanent global Security and the interests represented hereby)
may be declared due and payable in the manner and with the effect provided in
the Indenture.

         The Indenture contains provisions for defeasance at any time of
(i) the entire indebtedness of this Security or (ii) certain restrictive
covenants with respect to this Security, in each case upon compliance with
certain conditions set forth in the Indenture.

         The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of 66 2/3% in principal amount of the Securities at the
time Outstanding of each series to be affected.  The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences.  Any such consent of waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security or Securities issued upon
the registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.


                                         -21-



         No reference herein to the Indenture and no provision of this
permanent global Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the
principal of (and premium, if any) and interest on this permanent global
Security at the times, places and rate, and in the coin or currency, herein
prescribed.

         This permanent global Security may not be transferred except as a
whole by a nominee of the Depositary to the Depositary or another nominee of the
Depositary or by the Depositary or any such nominee to a successor of the
Depositary or a nominee of such successor.

         The Securities of this Series may be issued in registered form,
without coupons, in denominations of $100,000 and any integral multiple of
$1,000 in excess thereof or, if this Security is denominated in a Specified
Currency, in the denominations indicated on the face hereof, unless otherwise
specified above.

         No service charge shall be made for any such registration of transfer
or exchange of Securities as provided above, but the Company may require payment
of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith.

         Prior to due presentment of this Security of this Series for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this permanent global Security
is registered as the owner hereof for all purposes, whether or not this
permanent global Security is overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary.

         All terms used in this permanent global Security which are defined in
the Indenture and not herein otherwise defined shall have the meanings assigned
to them in the Indenture.


                                         -22-




                                    ABBREVIATIONS


         The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.

         TEN COM - as tenants in common

         TEN ENT - as tenants by the entireties

         JT TEN  - as joint tenants with right of
                   survivorship and not as tenants
                   in common

         UNIF GIFT MIN ACT - _________Custodian__________
                               (Cust)            (Minor)
                             Uniform Gifts to Minors Act


                             ____________________________
                                       (State)

         Additional abbreviations may also be used
              though not in the above list.


                                         -23-



         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto



_______________________________________________________________________________
                          (PLEASE INSERT SOCIAL SECURITY OR
                           IDENTIFYING NUMBER OF ASSIGNEE)


_______________________________________________________________________________
                        (PLEASE PRINT OR TYPE NAME AND ADDRESS
                        INCLUDING POSTAL ZIP CODE OF ASSIGNEE)


the within Security and all rights thereunder, hereby irrevocably constituting
and appointing


_______________________________________________________________________________
attorney to transfer said Security on the books of the Company, with full power
of substitution in the premises.


Dated:____________                          __________________________________



    NOTE:  The signature to this assignment must correspond with the name
    as written upon the face of the within Security in every particular,
    without alteration or enlargement or any change whatever.


                                         -24-




                              OPTION TO ELECT REPAYMENT


         The undersigned hereby irrevocably requests and instructs the Company
to repay the within Security (or portion thereof specified below) pursuant to
its terms at the applicable Repayment Price, together with interest to the
Repayment Date, to the undersigned at

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
           (Please Print or Typewrite Name and Address of the Undersigned)

and specify the denomination or denominations (which shall not be less than the
minimum authorized denomination) of the Securities to be issued to the
undersigned for the portion of the within Security not being repaid (in the
absence of any such specification, one such Security will be issued for the
portion not being repaid):__________________________.


Dated:_____________________                      _____________________________

                                                 _____________________________


    NOTE:  The signature to this assignment must correspond with the name
    as written upon the face of the within Security in every particular,
    without alteration or enlargement or any change whatever.


                                         -25-

EX-8.1

                                                                     EXHIBIT 8.1

                                                 August 7, 1996




The St. Paul Companies, Inc.,
    385 Washington Street,
    St. Paul, Minnesota 55102.

Dear Sirs:

         We have acted as your special tax counsel in connection with the
registration under the Securities Act of 1933, as amended (the "Securities
Act"), of $275,000,000 in Medium-Term Notes, Series C of The St. Paul Companies,
Inc. (the "Company").  We hereby confirm to you our opinion is as set forth
under the caption "United States Taxation" in the prospectus supplement, dated
August 7, 1996 (the "Prospectus Supplement"), to the Prospectus, dated August 6,
1996, included in the related Registration Statement on Form S-3 (File No. 333-
06456) filed by the Company with the Securities and Exchange Commission (the
"Registration Statement").

         We hereby consent to the filing with the Securities and Exchange
Commission of this letter as an exhibit to the Registration Statement and the
reference to us in the Prospectus Supplement under the caption "United States
Taxation."  In giving such consent, we do not admit that we are within the
category of persons whose consent is required under Section 7 of the Securities
Act.

                                                 Very truly yours,



                                                 SULLIVAN & CROMWELL