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 Bradley, Thomas Bergmann, John MacColl
and Bruce Backberg, 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 $1,000,000 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, 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 existing
$1,000,000,000 debt shelf registration statement (No. 333-44122) (together, the
"Registration Statements") under the authority granted by the Board of Directors
of The St. Paul by its unanimous written consent dated November 16, 2001, 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.


                                    Signature: /s/ H. Furlong Baldwin
                                              ----------------------------------

                                    Name: H. Furlong Baldwin







                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of The St.
Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby make,
nominate and appoint Jay Fishman, Thomas Bradley, Thomas Bergmann, John MacColl
and Bruce Backberg, 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 $1,000,000 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, 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 existing
$1,000,000,000 debt shelf registration statement (No. 333-44122) (together, the
"Registration Statements") under the authority granted by the Board of Directors
of The St. Paul by its unanimous written consent dated November 16, 2001, 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.


                                    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 Bradley, Thomas Bergmann, John MacColl
and Bruce Backberg, 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 $1,000,000 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, 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 existing
$1,000,000,000 debt shelf registration statement (No. 333-44122) (together, the
"Registration Statements") under the authority granted by the Board of Directors
of The St. Paul by its unanimous written consent dated November 16, 2001, 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.


                                    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 Bradley, Thomas Bergmann, John MacColl
and Bruce Backberg, 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 $1,000,000 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, 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 existing
$1,000,000,000 debt shelf registration statement (No. 333-44122) (together, the
"Registration Statements") under the authority granted by the Board of Directors
of The St. Paul by its unanimous written consent dated November 16, 2001, 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.


                                    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 Bradley, Thomas Bergmann, John MacColl
and Bruce Backberg, 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 $1,000,000 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, 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 existing
$1,000,000,000 debt shelf registration statement (No. 333-44122) (together, the
"Registration Statements") under the authority granted by the Board of Directors
of The St. Paul by its unanimous written consent dated November 16, 2001, 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.


                                    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 Bradley, Thomas Bergmann, John MacColl
and Bruce Backberg, 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 $1,000,000 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, 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 existing
$1,000,000,000 debt shelf registration statement (No. 333-44122) (together, the
"Registration Statements") under the authority granted by the Board of Directors
of The St. Paul by its unanimous written consent dated November 16, 2001, 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.


                                    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 Bradley, Thomas Bergmann, John MacColl
and Bruce Backberg, 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 $1,000,000 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, 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 existing
$1,000,000,000 debt shelf registration statement (No. 333-44122) (together, the
"Registration Statements") under the authority granted by the Board of Directors
of The St. Paul by its unanimous written consent dated November 16, 2001, 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.


                                    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 Bradley, Thomas Bergmann, John MacColl
and Bruce Backberg, 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 $1,000,000 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, 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 existing
$1,000,000,000 debt shelf registration statement (No. 333-44122) (together, the
"Registration Statements") under the authority granted by the Board of Directors
of The St. Paul by its unanimous written consent dated November 16, 2001, 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.


                                    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 Bradley, Thomas Bergmann, John MacColl
and Bruce Backberg, 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 $1,000,000 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, 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 existing
$1,000,000,000 debt shelf registration statement (No. 333-44122) (together, the
"Registration Statements") under the authority granted by the Board of Directors
of The St. Paul by its unanimous written consent dated November 16, 2001, 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.


                                    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 Bradley, Thomas Bergmann, John MacColl
and Bruce Backberg, 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 $1,000,000 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, 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 existing
$1,000,000,000 debt shelf registration statement (No. 333-44122) (together, the
"Registration Statements") under the authority granted by the Board of Directors
of The St. Paul by its unanimous written consent dated November 16, 2001, 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.


                                    Signature: /s/ Douglas W. Leatherdale
                                              ----------------------------------

                                    Name: Douglas W. Leatherdale






                                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 Bradley, Thomas Bergmann, John MacColl
and Bruce Backberg, 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 $1,000,000 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, 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 existing
$1,000,000,000 debt shelf registration statement (No. 333-44122) (together, the
"Registration Statements") under the authority granted by the Board of Directors
of The St. Paul by its unanimous written consent dated November 16, 2001, 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.


                                    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 Bradley, Thomas Bergmann, John MacColl
and Bruce Backberg, 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 $1,000,000 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, 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 existing
$1,000,000,000 debt shelf registration statement (No. 333-44122) (together, the
"Registration Statements") under the authority granted by the Board of Directors
of The St. Paul by its unanimous written consent dated November 16, 2001, 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.


                                    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 Bradley, Thomas Bergmann, John MacColl
and Bruce Backberg, 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 $1,000,000 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, 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 existing
$1,000,000,000 debt shelf registration statement (No. 333-44122) (together, the
"Registration Statements") under the authority granted by the Board of Directors
of The St. Paul by its unanimous written consent dated November 16, 2001, 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.


                                    Signature: /s/ Gordon M. Sprenger
                                              ----------------------------------

                                    Name: Gordon M. Sprenger