EX-24 7 y63326exv24.txt POWERS OF ATTORNEY Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of The St. Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby make, nominate and appoint Jay Fishman, Thomas A. Bradley, Bruce Backberg and Paul McDonough, and each of them, with full powers to act without the others, as my true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign on my behalf a Registration Statement on Form S-3 for the registration of up to $1,000,000,000 of senior debt securities of The St. Paul, subordinated debt securities of The St. Paul, preferred stock of The St. Paul, depositary shares of The St. Paul, common stock of The St. Paul, warrants of The St. Paul, stock purchase contracts of The St. Paul, units of The St. Paul, trust preferred securities to be issued by St. Paul Capital Trust II, a Delaware business trust established by The St. Paul, and a guarantee of The St. Paul relating to the trust preferred securities, such Registration Statement to constitute a post-effective amendment to The St. Paul's and St. Paul Capital Trust II's existing universal shelf registration statements (No. 333-92466/ 333-92466-01) (together, the "Registration Statements") under the authority granted by the Board of Directors of The St. Paul by its unanimous written consent dated August 21, 2002, to be filed with the Securities and Exchange Commission by The St. Paul and St. Paul Capital Trust II, and any and all amendments (including post-effective amendments) to the Registration Statements, and any related registration statements to be filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (each, a "Rule 462(b) Registration Statement") and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, provided that the Registration Statements and any amendment thereto (and any Rule 462(b) Registration Statement), in their final form, are reviewed by said attorney-in-fact, and shall have the same force and effect as though I had manually signed such Registration Statement or Rule 462(b) Registration Statement. Date: August 21, 2002 Signature: /s/ Carolyn H. Byrd ---------------------------------- Name: Carolyn H. Byrd POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of The St. Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby make, nominate and appoint Jay Fishman, Thomas A. Bradley, Bruce Backberg and Paul McDonough, and each of them, with full powers to act without the others, as my true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign on my behalf a Registration Statement on Form S-3 for the registration of up to $1,000,000,000 of senior debt securities of The St. Paul, subordinated debt securities of The St. Paul, preferred stock of The St. Paul, depositary shares of The St. Paul, common stock of The St. Paul, warrants of The St. Paul, stock purchase contracts of The St. Paul, units of The St. Paul, trust preferred securities to be issued by St. Paul Capital Trust II, a Delaware business trust established by The St. Paul, and a guarantee of The St. Paul relating to the trust preferred securities, such Registration Statement to constitute a post-effective amendment to The St. Paul's and St. Paul Capital Trust II's existing universal shelf registration statements (No. 333-92466/ 333-92466-01) (together, the "Registration Statements") under the authority granted by the Board of Directors of The St. Paul by its unanimous written consent dated August 21, 2002, to be filed with the Securities and Exchange Commission by The St. Paul and St. Paul Capital Trust II, and any and all amendments (including post-effective amendments) to the Registration Statements, and any related registration statements to be filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (each, a "Rule 462(b) Registration Statement") and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, provided that the Registration Statements and any amendment thereto (and any Rule 462(b) Registration Statement), in their final form, are reviewed by said attorney-in-fact, and shall have the same force and effect as though I had manually signed such Registration Statement or Rule 462(b) Registration Statement. Date: August 21, 2002 Signature: /s/ John H. Dasburg ---------------------------------- Name: John H. Dasburg POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of The St. Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby make, nominate and appoint Jay Fishman, Thomas A. Bradley, Bruce Backberg and Paul McDonough, and each of them, with full powers to act without the others, as my true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign on my behalf a Registration Statement on Form S-3 for the registration of up to $1,000,000,000 of senior debt securities of The St. Paul, subordinated debt securities of The St. Paul, preferred stock of The St. Paul, depositary shares of The St. Paul, common stock of The St. Paul, warrants of The St. Paul, stock purchase contracts of The St. Paul, units of The St. Paul, trust preferred securities to be issued by St. Paul Capital Trust II, a Delaware business trust established by The St. Paul, and a guarantee of The St. Paul relating to the trust preferred securities, such Registration Statement to constitute a post-effective amendment to The St. Paul's and St. Paul Capital Trust II's existing universal shelf registration statements (No. 333-92466/ 333-92466-01) (together, the "Registration Statements") under the authority granted by the Board of Directors of The St. Paul by its unanimous written consent dated August 21, 2002, to be filed with the Securities and Exchange Commission by The St. Paul and St. Paul Capital Trust II, and any and all amendments (including post-effective amendments) to the Registration Statements, and any related registration statements to be filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (each, a "Rule 462(b) Registration Statement") and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, provided that the Registration Statements and any amendment thereto (and any Rule 462(b) Registration Statement), in their final form, are reviewed by said attorney-in-fact, and shall have the same force and effect as though I had manually signed such Registration Statement or Rule 462(b) Registration Statement. Date: August 21, 2002 Signature: /s/ Janet M. Dolan ---------------------------------- Name: Janet M. Dolan POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of The St. Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby make, nominate and appoint Jay Fishman, Thomas A. Bradley, Bruce Backberg and Paul McDonough, and each of them, with full powers to act without the others, as my true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign on my behalf a Registration Statement on Form S-3 for the registration of up to $1,000,000,000 of senior debt securities of The St. Paul, subordinated debt securities of The St. Paul, preferred stock of The St. Paul, depositary shares of The St. Paul, common stock of The St. Paul, warrants of The St. Paul, stock purchase contracts of The St. Paul, units of The St. Paul, trust preferred securities to be issued by St. Paul Capital Trust II, a Delaware business trust established by The St. Paul, and a guarantee of The St. Paul relating to the trust preferred securities, such Registration Statement to constitute a post-effective amendment to The St. Paul's and St. Paul Capital Trust II's existing universal shelf registration statements (No. 333-92466/ 333-92466-01) (together, the "Registration Statements") under the authority granted by the Board of Directors of The St. Paul by its unanimous written consent dated August 21, 2002, to be filed with the Securities and Exchange Commission by The St. Paul and St. Paul Capital Trust II, and any and all amendments (including post-effective amendments) to the Registration Statements, and any related registration statements to be filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (each, a "Rule 462(b) Registration Statement") and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, provided that the Registration Statements and any amendment thereto (and any Rule 462(b) Registration Statement), in their final form, are reviewed by said attorney-in-fact, and shall have the same force and effect as though I had manually signed such Registration Statement or Rule 462(b) Registration Statement. Date: August 21, 2002 Signature: /s/ Kenneth M. Duberstein ---------------------------------- Name: Kenneth M. Duberstein POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of The St. Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby make, nominate and appoint Jay Fishman, Thomas A. Bradley, Bruce Backberg and Paul McDonough, and each of them, with full powers to act without the others, as my true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign on my behalf a Registration Statement on Form S-3 for the registration of up to $1,000,000,000 of senior debt securities of The St. Paul, subordinated debt securities of The St. Paul, preferred stock of The St. Paul, depositary shares of The St. Paul, common stock of The St. Paul, warrants of The St. Paul, stock purchase contracts of The St. Paul, units of The St. Paul, trust preferred securities to be issued by St. Paul Capital Trust II, a Delaware business trust established by The St. Paul, and a guarantee of The St. Paul relating to the trust preferred securities, such Registration Statement to constitute a post-effective amendment to The St. Paul's and St. Paul Capital Trust II's existing universal shelf registration statements (No. 333-92466/ 333-92466-01) (together, the "Registration Statements") under the authority granted by the Board of Directors of The St. Paul by its unanimous written consent dated August 21, 2002, to be filed with the Securities and Exchange Commission by The St. Paul and St. Paul Capital Trust II, and any and all amendments (including post-effective amendments) to the Registration Statements, and any related registration statements to be filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (each, a "Rule 462(b) Registration Statement") and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, provided that the Registration Statements and any amendment thereto (and any Rule 462(b) Registration Statement), in their final form, are reviewed by said attorney-in-fact, and shall have the same force and effect as though I had manually signed such Registration Statement or Rule 462(b) Registration Statement. Date: August 21, 2002 Signature: /s/ Lawrence G. Graev ---------------------------------- Name: Lawrence G. Graev POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of The St. Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby make, nominate and appoint Jay Fishman, Thomas A. Bradley, Bruce Backberg and Paul McDonough, and each of them, with full powers to act without the others, as my true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign on my behalf a Registration Statement on Form S-3 for the registration of up to $1,000,000,000 of senior debt securities of The St. Paul, subordinated debt securities of The St. Paul, preferred stock of The St. Paul, depositary shares of The St. Paul, common stock of The St. Paul, warrants of The St. Paul, stock purchase contracts of The St. Paul, units of The St. Paul, trust preferred securities to be issued by St. Paul Capital Trust II, a Delaware business trust established by The St. Paul, and a guarantee of The St. Paul relating to the trust preferred securities, such Registration Statement to constitute a post-effective amendment to The St. Paul's and St. Paul Capital Trust II's existing universal shelf registration statements (No. 333-92466/ 333-92466-01) (together, the "Registration Statements") under the authority granted by the Board of Directors of The St. Paul by its unanimous written consent dated August 21, 2002, to be filed with the Securities and Exchange Commission by The St. Paul and St. Paul Capital Trust II, and any and all amendments (including post-effective amendments) to the Registration Statements, and any related registration statements to be filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (each, a "Rule 462(b) Registration Statement") and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, provided that the Registration Statements and any amendment thereto (and any Rule 462(b) Registration Statement), in their final form, are reviewed by said attorney-in-fact, and shall have the same force and effect as though I had manually signed such Registration Statement or Rule 462(b) Registration Statement. Date: August 21, 2002 Signature: /s/ Pierson M. Grieve ---------------------------------- Name: Pierson M. Grieve POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of The St. Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby make, nominate and appoint Jay Fishman, Thomas A. Bradley, Bruce Backberg and Paul McDonough, and each of them, with full powers to act without the others, as my true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign on my behalf a Registration Statement on Form S-3 for the registration of up to $1,000,000,000 of senior debt securities of The St. Paul, subordinated debt securities of The St. Paul, preferred stock of The St. Paul, depositary shares of The St. Paul, common stock of The St. Paul, warrants of The St. Paul, stock purchase contracts of The St. Paul, units of The St. Paul, trust preferred securities to be issued by St. Paul Capital Trust II, a Delaware business trust established by The St. Paul, and a guarantee of The St. Paul relating to the trust preferred securities, such Registration Statement to constitute a post-effective amendment to The St. Paul's and St. Paul Capital Trust II's existing universal shelf registration statements (No. 333-92466/ 333-92466-01) (together, the "Registration Statements") under the authority granted by the Board of Directors of The St. Paul by its unanimous written consent dated August 21, 2002, to be filed with the Securities and Exchange Commission by The St. Paul and St. Paul Capital Trust II, and any and all amendments (including post-effective amendments) to the Registration Statements, and any related registration statements to be filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (each, a "Rule 462(b) Registration Statement") and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, provided that the Registration Statements and any amendment thereto (and any Rule 462(b) Registration Statement), in their final form, are reviewed by said attorney-in-fact, and shall have the same force and effect as though I had manually signed such Registration Statement or Rule 462(b) Registration Statement. Date: August 21, 2002 Signature: /s/ Thomas R. Hodgson ---------------------------------- Name: Thomas R. Hodgson POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of The St. Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby make, nominate and appoint Jay Fishman, Thomas A. Bradley, Bruce Backberg and Paul McDonough, and each of them, with full powers to act without the others, as my true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign on my behalf a Registration Statement on Form S-3 for the registration of up to $1,000,000,000 of senior debt securities of The St. Paul, subordinated debt securities of The St. Paul, preferred stock of The St. Paul, depositary shares of The St. Paul, common stock of The St. Paul, warrants of The St. Paul, stock purchase contracts of The St. Paul, units of The St. Paul, trust preferred securities to be issued by St. Paul Capital Trust II, a Delaware business trust established by The St. Paul, and a guarantee of The St. Paul relating to the trust preferred securities, such Registration Statement to constitute a post-effective amendment to The St. Paul's and St. Paul Capital Trust II's existing universal shelf registration statements (No. 333-92466/ 333-92466-01) (together, the "Registration Statements") under the authority granted by the Board of Directors of The St. Paul by its unanimous written consent dated August 21, 2002, to be filed with the Securities and Exchange Commission by The St. Paul and St. Paul Capital Trust II, and any and all amendments (including post-effective amendments) to the Registration Statements, and any related registration statements to be filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (each, a "Rule 462(b) Registration Statement") and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, provided that the Registration Statements and any amendment thereto (and any Rule 462(b) Registration Statement), in their final form, are reviewed by said attorney-in-fact, and shall have the same force and effect as though I had manually signed such Registration Statement or Rule 462(b) Registration Statement. Date: August 21, 2002 Signature: /s/ David G. John ---------------------------------- Name: David G. John POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of The St. Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby make, nominate and appoint Jay Fishman, Thomas A. Bradley, Bruce Backberg and Paul McDonough, and each of them, with full powers to act without the others, as my true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign on my behalf a Registration Statement on Form S-3 for the registration of up to $1,000,000,000 of senior debt securities of The St. Paul, subordinated debt securities of The St. Paul, preferred stock of The St. Paul, depositary shares of The St. Paul, common stock of The St. Paul, warrants of The St. Paul, stock purchase contracts of The St. Paul, units of The St. Paul, trust preferred securities to be issued by St. Paul Capital Trust II, a Delaware business trust established by The St. Paul, and a guarantee of The St. Paul relating to the trust preferred securities, such Registration Statement to constitute a post-effective amendment to The St. Paul's and St. Paul Capital Trust II's existing universal shelf registration statements (No. 333-92466/ 333-92466-01) (together, the "Registration Statements") under the authority granted by the Board of Directors of The St. Paul by its unanimous written consent dated August 21, 2002, to be filed with the Securities and Exchange Commission by The St. Paul and St. Paul Capital Trust II, and any and all amendments (including post-effective amendments) to the Registration Statements, and any related registration statements to be filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (each, a "Rule 462(b) Registration Statement") and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, provided that the Registration Statements and any amendment thereto (and any Rule 462(b) Registration Statement), in their final form, are reviewed by said attorney-in-fact, and shall have the same force and effect as though I had manually signed such Registration Statement or Rule 462(b) Registration Statement. Date: August 21, 2002 Signature: /s/ William H. Kling ---------------------------------- Name: William H. Kling POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of The St. Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby make, nominate and appoint Jay Fishman, Thomas A. Bradley, Bruce Backberg and Paul McDonough, and each of them, with full powers to act without the others, as my true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign on my behalf a Registration Statement on Form S-3 for the registration of up to $1,000,000,000 of senior debt securities of The St. Paul, subordinated debt securities of The St. Paul, preferred stock of The St. Paul, depositary shares of The St. Paul, common stock of The St. Paul, warrants of The St. Paul, stock purchase contracts of The St. Paul, units of The St. Paul, trust preferred securities to be issued by St. Paul Capital Trust II, a Delaware business trust established by The St. Paul, and a guarantee of The St. Paul relating to the trust preferred securities, such Registration Statement to constitute a post-effective amendment to The St. Paul's and St. Paul Capital Trust II's existing universal shelf registration statements (No. 333-92466/ 333-92466-01) (together, the "Registration Statements") under the authority granted by the Board of Directors of The St. Paul by its unanimous written consent dated August 21, 2002, to be filed with the Securities and Exchange Commission by The St. Paul and St. Paul Capital Trust II, and any and all amendments (including post-effective amendments) to the Registration Statements, and any related registration statements to be filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (each, a "Rule 462(b) Registration Statement") and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, provided that the Registration Statements and any amendment thereto (and any Rule 462(b) Registration Statement), in their final form, are reviewed by said attorney-in-fact, and shall have the same force and effect as though I had manually signed such Registration Statement or Rule 462(b) Registration Statement. Date: August 21, 2002 Signature: /s/ John A. MacColl ---------------------------------- Name: John A. MacColl POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of The St. Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby make, nominate and appoint Jay Fishman, Thomas A. Bradley, Bruce Backberg and Paul McDonough, and each of them, with full powers to act without the others, as my true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign on my behalf a Registration Statement on Form S-3 for the registration of up to $1,000,000,000 of senior debt securities of The St. Paul, subordinated debt securities of The St. Paul, preferred stock of The St. Paul, depositary shares of The St. Paul, common stock of The St. Paul, warrants of The St. Paul, stock purchase contracts of The St. Paul, units of The St. Paul, trust preferred securities to be issued by St. Paul Capital Trust II, a Delaware business trust established by The St. Paul, and a guarantee of The St. Paul relating to the trust preferred securities, such Registration Statement to constitute a post-effective amendment to The St. Paul's and St. Paul Capital Trust II's existing universal shelf registration statements (No. 333-92466/ 333-94266-01) (together, the "Registration Statements") under the authority granted by the Board of Directors of The St. Paul by its unanimous written consent dated August 21, 2002, to be filed with the Securities and Exchange Commission by The St. Paul and St. Paul Capital Trust II, and any and all amendments (including post-effective amendments) to the Registration Statements, and any related registration statements to be filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (each, a "Rule 462(b) Registration Statement") and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, provided that the Registration Statements and any amendment thereto (and any Rule 462(b) Registration Statement), in their final form, are reviewed by said attorney-in-fact, and shall have the same force and effect as though I had manually signed such Registration Statement or Rule 462(b) Registration Statement. Date: August 21, 2002 Signature: /s/ Bruce K. MacLaury ---------------------------------- Name: Bruce K. MacLaury POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of The St. Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby make, nominate and appoint Jay Fishman, Thomas A. Bradley, Bruce Backberg and Paul McDonough, and each of them, with full powers to act without the others, as my true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign on my behalf a Registration Statement on Form S-3 for the registration of up to $1,000,000,000 of senior debt securities of The St. Paul, subordinated debt securities of The St. Paul, preferred stock of The St. Paul, depositary shares of The St. Paul, common stock of The St. Paul, warrants of The St. Paul, stock purchase contracts of The St. Paul, units of The St. Paul, trust preferred securities to be issued by St. Paul Capital Trust II, a Delaware business trust established by The St. Paul, and a guarantee of The St. Paul relating to the trust preferred securities, such Registration Statement to constitute a post-effective amendment to The St. Paul's and St. Paul Capital Trust II's existing universal shelf registration statements (No. 333-92466/ 333-92466-01) (together, the "Registration Statements") under the authority granted by the Board of Directors of The St. Paul by its unanimous written consent dated August 21, 2002, to be filed with the Securities and Exchange Commission by The St. Paul and St. Paul Capital Trust II, and any and all amendments (including post-effective amendments) to the Registration Statements, and any related registration statements to be filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (each, a "Rule 462(b) Registration Statement") and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, provided that the Registration Statements and any amendment thereto (and any Rule 462(b) Registration Statement), in their final form, are reviewed by said attorney-in-fact, and shall have the same force and effect as though I had manually signed such Registration Statement or Rule 462(b) Registration Statement. Date: August 21, 2002 Signature: /s/ Glen D. Nelson ---------------------------------- Name: Glen D. Nelson POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of The St. Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby make, nominate and appoint Jay Fishman, Thomas A. Bradley, Bruce Backberg and Paul McDonough, and each of them, with full powers to act without the others, as my true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign on my behalf a Registration Statement on Form S-3 for the registration of up to $1,000,000,000 of senior debt securities of The St. Paul, subordinated debt securities of The St. Paul, preferred stock of The St. Paul, depositary shares of The St. Paul, common stock of The St. Paul, warrants of The St. Paul, stock purchase contracts of The St. Paul, units of The St. Paul, trust preferred securities to be issued by St. Paul Capital Trust II, a Delaware business trust established by The St. Paul, and a guarantee of The St. Paul relating to the trust preferred securities, such Registration Statement to constitute a post-effective amendment to The St. Paul's and St. Paul Capital Trust II's existing universal shelf registration statements (No. 333-92466/ 333-92466-01) (together, the "Registration Statements") under the authority granted by the Board of Directors of The St. Paul by its unanimous written consent dated August 21, 2002, to be filed with the Securities and Exchange Commission by The St. Paul and St. Paul Capital Trust II, and any and all amendments (including post-effective amendments) to the Registration Statements, and any related registration statements to be filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (each, a "Rule 462(b) Registration Statement") and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, provided that the Registration Statements and any amendment thereto (and any Rule 462(b) Registration Statement), in their final form, are reviewed by said attorney-in-fact, and shall have the same force and effect as though I had manually signed such Registration Statement or Rule 462(b) Registration Statement. Date: August 21, 2002 Signature: /s/ Gordon M. Sprenger ---------------------------------- Name: Gordon M. Sprenger