ST PAUL COMPANIES INC /MN/, S-8, 1994-12-20

ST PAUL COMPANIES INC /MN/
S-8, 1994-12-20
FIRE, MARINE & CASUALTY INSURANCE

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<PAGE>

As filed with the Securities and Exchange Commission on December 20, 1994
Registration No. 33-________

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

-----------
FORM S-8

REGISTRATION STATEMENT
Under
The Securities Act of 1933

-----------

THE ST. PAUL COMPANIES, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 41-0518860
(State of incorporation) (I.R.S. Employer
Identification No.)

-----------

385 Washington Street
St. Paul, Minnesota 55102
(612) 221-7911
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)

-----------

1994 STOCK INCENTIVE PLAN

(Full title of the plan)
------------------------

Bruce A. Backberg, Esq.
Vice President and Corporate Secretary
The St. Paul Companies, Inc.
385 Washington Street
St. Paul, Minnesota 55102
(612) 221-7911
(Name and address, including zip code, and telephone number,
including area code, of agent for service)

------------------------

Approximate date of commencement of proposed sale to the public:
Immediately upon the filing of this Registration Statement

------------------------

CALCULATION OF REGISTRATION FEE

Proposed
maximum Proposed
Title of offering maximum Amount of
securities to be Amount to be price aggregate registration
registered registered (1) per share(2) offering price(2) fee
- --------------------------------------------------------------------------------
Common Stock,
no par value
per share(3)... 4,061,884 shares $41.8125 $169,837,525 $58,565
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended, this Registration Statement includes an indeterminate number of
additional shares as may be issuable as a result of anti-dilution
provisions described herein.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee, on the basis of the average of the high and low prices of
the Registrant's Common Stock on the New York Stock Exchange on
December 13, 1994.
(3) Each share of Common Stock includes a right to purchase a fractional share
of the Registrant's Series A preferred stock.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE

As provided in Instruction C to Form S-8, any prospectus that is to be used for
reoffers and resales of restricted securities must be filed as part of a
Registration Statement on Form S-8. Accordingly, the Prospectus that is to be
used for reoffers and resales of shares of Common Stock acquired prior to the
effective date of the Registration Statement pursuant to the issuance of
restricted stock under the Company's 1986 Restricted Stock Plan, the 1994 Stock
Incentive Plan and the deferred shares program for non-U.S. based persons has
been filed as part of this Registration Statement.

<PAGE>
PART II

INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated by reference in this Registration Statement:
(1) the Company's Annual Report on Form 10-K for the year ended December 31,
1993 (File No. 0-3021); (2) the Company's Quarterly Reports on Form 10-Q for the
periods ended March 31, 1994, June 30, 1994 and September 30, 1994 (File No.
0-3021); (3) all other reports filed by the Company pursuant to Sections 13 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since December 31, 1993; (4) the description of the Company's Common Stock
contained in its Registration Statement on Form 8-A, including any amendments or
reports filed for the purpose of updating such description; and (5) the
description of the Company's Series A preferred stock and rights to purchase
Series A preferred stock contained in its Registration Statement on Form 8-A,
including any amendments or reports filed for the purpose of updating such
description.

All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all shares of Common Stock offered pursuant to this
Registration Statement have been sold or that deregisters all shares of Common
Stock then remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of filing of
such documents.

The financial statements of The St. Paul Companies, Inc. incorporated by
reference in this Registration Statement have been audited by KPMG Peat Marwick
LLP, independent certified public accountants, for the periods indicated in
their report thereon which is incorporated by reference in the Annual Report on
Form 10-K for the year ended December 31, 1993. The financial statements
audited by KPMG Peat Marwick LLP have been incorporated herein by reference in
reliance on their report given on their authority as experts in accounting and
auditing. To the extent that KPMG Peat Marwick LLP audits and reports on the
financial statements of The St. Paul Companies, Inc. issued at future dates, and
consents to the use of their reports thereon, such financial statements also
will be incorporated by reference in the Registration Statement in reliance upon
their reports and said authority.

Item 4. DESCRIPTION OF SECURITIES.

The description of the Company's Common Stock to be offered pursuant to
this Registration Statement has been incorporated by reference into this
Registration Statement as described in Item 3 of this Part II.

<PAGE>

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Minnesota Statute Section 302A.521 provides that a Minnesota business
corporation shall indemnify any director, officer, or employee of the
corporation made or threatened to be made a party to a proceeding, by reason of
the former or present official capacity (as defined) of the person, against
judgments, penalties, fines, settlements and reasonable expenses incurred by the
person in connection with the proceeding if certain statutory standards are met.
"Proceeding" means a threatened, pending or completed civil, criminal,
administrative, arbitration or investigative proceeding, including one by or in
the right of the corporation. Section 302A.521 contains detailed terms
regarding such right of indemnification and reference is made thereto for a
complete statement of such indemnification rights.

The Bylaws of the Company provide, subject to certain exceptions, that
directors and officers of the Company and certain others shall be indemnified by
the Company to the fullest extent permitted or required by Minnesota Statute
Section 302A.521.

The Company maintains directors' and officers' liability insurance,
including a reimbursement policy in favor of the Company.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED.

The shares to be reoffered or resold pursuant to this Registration
Statement were issued without registration under the Securities Act of 1933, as
amended (the "Securities Act"), in reliance on Section 4(2) of the Securities
Act for transactions not involving a public offering. In determining that such
exemption was available, the Company relied on the fact that, as an offering
only to employees, directors and consultants of the Company, the shares were
being issued through direct communication only to a limited number of investors
having both knowledge of and access to most relevant information regarding the
Company and that the certificates evidencing such shares bear a legend
restricting transfer in non-registered transactions.

Item 8. EXHIBITS.

4.1 Articles of Incorporation of the Company (incorporated by reference to
Exhibit 3 (i) to the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1994 (File No. 0-3021)).

4.2 Bylaws of the Company (incorporated by reference to Exhibit 3 (ii) to the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
1994 (File No. 0-3021)).

4.3 Shareholder Protection Rights Agreement (incorporated by reference to
Exhibit 4 to the Company's Current Report on Form 8-K dated December 8,
1989 (File No. 0-3021)).

4.4 Amendment to Shareholder Rights Agreement (incorporated by reference to
Exhibit 4 to the Company's Current Report on Form 8-K dated March 19, 1990
(File No. 0-3021)).

<PAGE>

5.1 Opinion and Consent of Bruce A. Backberg, Esq.

23.1 Consent of Bruce A. Backberg, Esq. (included in Exhibit 5.1).

23.2 Consent of KPMG Peat Marwick LLP, Independent Certified Public Accountants.

24.1 Powers of Attorney.

99.1 1994 Stock Incentive Plan (incorporated by reference to Exhibit 10(a) to
the Company's Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 1994 (File No. 0-3021)).

Item 9. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the information set
forth in the registration statement;

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act

<PAGE>

of 1934) that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, except as to
certain insurance policies, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Paul, State of Minnesota, on December 20, 1994.

THE ST. PAUL COMPANIES, INC.

By /s/Bruce A. Backberg
----------------------------------------------
Bruce A. Backberg
Vice President and Corporate Secretary

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons and in the
capacities indicated on December 20, 1994.

/s/ Douglas W. Leatherdale* Chairman, President and Chief Executive
- --------------------------- Officer (Principal Executive Officer)
Douglas W. Leatherdale

/s/ Patrick A. Thiele* Executive Vice President and
- --------------------------- Chief Financial Officer (Principal Financial
Patrick A. Thiele Officer) and a Director

/s/ Howard E. Dalton* Senior Vice President and Chief Accounting
- --------------------------- Officer (Principal Accounting Officer)
Howard E. Dalton

/s/ Michael R. Bonsignore* Director
- ---------------------------
Michael R. Bonsignore

/s/ John H. Dasburg* Director
- ---------------------------
John H. Dasburg

/s/ W. John Driscoll* Director
- ---------------------------
W. John Driscoll

/s/ Pierson M. Grieve* Director
- ---------------------------
Pierson M. Grieve

/s/ Ronald James* Director
- ---------------------------
Ronald James

/s/ William H. Kling* Director
- ---------------------------
William H. Kling

<PAGE>

/s/ Bruce K. MacLaury* Director

- ---------------------------
Bruce K. MacLaury

/s/ Ian A. Martin* Director
- ---------------------------
Ian A. Martin

/s/ Glen D. Nelson, M.D. * Director
- ---------------------------
Glen D. Nelson, M.D.

/s/ Anita M. Pampusch* Director
- ---------------------------
Anita M. Pampusch, Ph.D.

*By/s/Bruce A. Backberg
- ---------------------------
Bruce A. Backberg
Attorney-in-Fact

<PAGE>

INDEX TO EXHIBITS

ITEM NO. ITEM METHOD OF FILING

4.1 Articles of Incorporation of Incorporated by
the Company reference to Exhibit
3 (i) to the Company's
Quarterly Report on Form
10-Q for the quarter
ended March 31, 1994
(File No. 0-3021).

4.2 Bylaws of the Company Incorporated by
reference to Exhibit
3 (ii) to the Company's
Quarterly Report on Form
10-Q for the quarter
ended March 31, 1994
(File No. 0-3021).

4.3 Shareholder Protection Rights Incorporated by
Agreement reference to Exhibit 4
to the Company's Current
Report on Form 8-K dated
December 8, 1989
(File No. 0-3021).

4.4 Amendment to Shareholder Incorporated by
Rights Agreement reference to Exhibit 4 to
the Company's Current
Report on Form 8-K dated
March 19, 1990
(File No. 0-3021).

5.1 Opinion and Consent of Bruce Filed herewith.
A. Backberg, Esq.

23.1 Consent of Bruce A. Backberg, Esq. Included in Exhibit 5.1

23.2 Consent of KPMG Peat Marwick LLP, Filed herewith.
Independent Certified Public Accountants

24.1 Powers of Attorney Filed herewith.

99.1 1994 Stock Incentive Plan Incorporated by
reference to Exhibit
10(a) to the Company's
Quarterly Report on Form
10-Q for the quarterly
period ended March 31,
1994 (File No. 0-3021).

<PAGE>

PROSPECTUS
61,884 SHARES
THE ST. PAUL COMPANIES, INC.
COMMON STOCK
_______________________

This Prospectus relates to 61,884 shares (the "Shares") of Common Stock, no
par value (the "Common Stock"), of The St. Paul Companies, Inc. (the "Company")
that may be offered for sale for the account of certain shareholders of the
Company as stated herein under the heading "Selling Shareholders."

The Selling Shareholders have advised the Company that sales of the Shares
may be made from time to time in an exchange distribution in accordance with the
rates of such exchange, through negotiated transactions or otherwise, at fixed
prices that may be changed, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated prices. The
Selling Shareholders may effect such transactions by selling the Shares to or
through broker-dealers, and such broker-dealers may receive compensation in the
form of discounts, concessions or commissions from the Selling Shareholders or
the purchasers of the Shares for whom such broker-dealers may act as agent or to
whom they may sell as principal, or both (which compensation to a particular
broker-dealer might be in excess of customary commissions). See "Selling
Shareholders" and "Plan of Distribution."

No period of time has been fixed within which the Shares may be offered or
sold. None of the proceeds from the sale of the Shares will be received by the
Company. The Company will pay all expenses with respect to this offering,
except for brokerage fees and commissions and transfer taxes for the Selling
Shareholders, which will be borne by the Selling Shareholders. See "Plan of
Distribution."

The Company's Common Stock is traded nationally on the New York Stock
Exchange under the symbol SPC. On December 13, 1994 the last reported sale
price of the Common Stock, as reported on the New York Stock Exchange, was 42.00
per share.
_______________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_______________________

No person has been authorized to give any information or to make any
representations not contained or incorporated by reference in this Prospectus in
connection with the offer described in this Prospectus and, if given or made,
such information and representations must not be relied upon as having been
authorized by the Company or the Selling Shareholder. Neither the delivery of
this Prospectus nor any sale made under this Prospectus shall under any
circumstances create any implication that there has been no change in the
affairs of the Company since the date hereof or since the date of any documents
incorporated herein by reference. This Prospectus does not constitute an offer
to sell or a solicitation of an offer to buy any securities other than the
securities to which it relates, or an offer or solicitation in any state to any
person to whom it is unlawful to make such offer in such state.
_______________________

THE DATE OF THIS PROSPECTUS IS DECEMBER 20, 1994.

<PAGE>

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and, in accordance therewith, files
reports, proxy statements and other information with the Commission. Such
reports, proxy statements and other information filed by the Company pursuant to
the Exchange Act may be inspected and copied at prescribed rates at the Public
Reference Section maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the regional offices of the
Commission located at 75 Park Place, 7 World Trade Center, Suite 1300 New York,
New York 10048 and Suite 1400, Northwestern Atrium Center, 500 West Madison
Street, Chicago, Illinois 60661-2511. In addition, such reports, proxy
statements and other information concerning the Company may be inspected at the
offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005.

The Company has filed with the Commission a registration statement under
the Securities Act of 1933, as amended (the "Securities Act"). This Prospectus
does not contain all of the information, exhibits and undertakings set forth in
such registration statement, certain portions of which are omitted as permitted
by the Rules and Regulations of the Commission. Copies of such registration
statement and the exhibits are on file with the Commission and may be obtained,
upon payment of the fee prescribed by the Commission, or may be examined,
without charge, at the offices of the Commission set forth above. For further
information, reference is made to such registration statement and its exhibits.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed with the Commission are incorporated by
reference in this Prospectus: (1) the Company's Annual Report on Form 10-K for
the year ended December 31, 1993 (File No. 0-3021); (2) the Company's Quarterly
Reports on Form 10-Q for the periods ended March 31, 1994, June 30, 1994, and
September 30, 1994 (File No. 0-3021); (3) all other reports filed by the Company
pursuant to Sections 13 or 15(d) of the Exchange Act since December 31, 1993;
(4) the description of the Company's Common Stock contained in its Registration
Statement on Form 8-A (File No. 0-3021) and any amendment or report filed for
the purpose of updating such description; and (5) the description of the
Company's Series A preferred stock and rights to purchase Series A preferred
stock contained in its Registration Statement on Form 8-A, including any
amendments or supplements thereto.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering hereunder shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such documents. Any statement contained herein or in a document all or any
portion of which is incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.

The Company will provide, without charge, to each person to whom this
Prospectus is delivered, upon written or oral request, a copy of any or all of
the foregoing documents (other than exhibits to such documents unless such
exhibits are specifically incorporated by reference into the information that
this Prospectus incorporates). Requests should be directed to The St. Paul
Companies, Inc., 385 Washington Street, St. Paul, Minnesota 55102, Attention:
Bruce A. Backberg, Vice President and Corporate Secretary, (612) 221-7911.

<PAGE>

THE COMPANY

The Company is incorporated as a general business corporation under the
laws of the State of Minnesota. The Company and its subsidiaries comprise one
of the oldest insurance organizations in the United States, dating back to 1853.
The Company is a management company principally engaged, through it
subsidiaries, in three industry segments: property-liability insurance
underwriting, insurance brokerage and investment banking-asset management. As a
management company, the Company oversees the operations of its subsidiaries and
provides them with capital, management and administrative services.

The principal office of the Company is located at 385 Washington Street,
Saint Paul, Minnesota 55102, and its telephone number is (612) 221-7911.

SELLING SHAREHOLDERS

This Prospectus relates to the offering of up to 61,884 shares of Common
Stock of the Company by the persons named in the following table (the "Selling
Shareholders"). The Shares were issued without registration under the
Securities Act, pursuant to the grant of restricted stock awards under the
Company's 1986 Restricted Stock Plan, the 1994 Stock Incentive Plan and deferred
shares program for non-U.S. based persons (collectively, the "Plans"). Under
the Plans, the Selling Shareholders receive grants which vest pursuant to a
schedule fixed at the date of each individual grant. The following table sets
forth information about the Selling Shareholders, the number of Shares being
offered by the Selling Shareholders and the beneficial holdings of Common Stock
of such Selling Shareholders as of November 30, 1994 and after adjustment for
this offering. Unless otherwise noted, all of the shares shown are held by
individuals or entities possessing sole voting and investment power with respect
to such shares. Shares not outstanding but deemed beneficially owned by virtue
of the right of a person to acquire them within 60 days are treated as
outstanding only when determining the amount and percent owned by such person.

Shares Beneficially
Owned After
Shares of Common Completion of
Stock Beneficially the Offering
Owned Prior to the Number of Shares --------------
Selling Shareholder Offering Being Offered Number Percent
- ------------------- ------------------ ----------------- ------ -------
<S> <C> <C> <C> <C>

Nicholas Brown 26,000 12,000 14,000 *
Michael Conroy 3,000 3,000 0 0
Peter S. Christie 82,000 (1) 4,000 78,000 *
Andrew Douglass 8,900 3,000 5,900 *
James Hom 3,000 3,000 0 0
Douglas W. Leatherdale 193,297 (2) 1,524 191,297 *
Greg Lee 11,141 4,000 7,141 *
Hugh MacWilliam 3,205 2,000 1,205 *
Joseph Nardi 43,812 (3) 300 43,512 *
Janet Nelson 28,737 (4) 4,000 24,737 *
Edward Pendergast 29,610 (5) 60 29,550 *
C. Richard Petersen 9,074 8,000 1,074 *
Robert Puntney 3,000 3,000 0 0
Norm Schindler 7,500 2,000 5,500 *
Patrick A. Thiele 76,940 (6) 12,000 64,940 *

<PAGE>

<FN>
- ----------------------------------
*Less than one percent (1%)
(1) Includes 78,000 shares that may be acquired within 60 days upon the
exercise of stock options.
(2) Includes 107,728 shares that may be acquired within 60 days upon the
exercise of stock options.
(3) Includes 23,080 shares that may be acquired within 60 days upon the
exercise of stock options.
(4) Includes 17,800 shares that may be acquired within 60 days upon the
exercise of stock options.
(5) Includes 23,150 shares that may be acquired within 60 days upon the
exercise of stock options.
(6) Includes 41,710 shares that may be acquired within 60 days upon the
exercise of stock options.

</TABLE>

PLAN OF DISTRIBUTION

The Company has been advised that the Selling Shareholders may sell Shares
from time to time in transactions in an exchange distribution in accordance with
the rules of such exchange, through negotiated transactions or otherwise, at
fixed prices that may be changed, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at negotiated
prices. No period of time has been fixed within which the Shares may be offered
or sold.

Sales may be made pursuant to this Prospectus to or through broker-dealers
who may receive compensation in the form of discounts, concessions or
commissions from the Selling Shareholders or the purchasers of Common Stock for
whom such broker-dealer may act as agent or to whom they may sell as principal,
or both (which compensation as to a particular broker-dealer may be in excess of
customary commissions). The Selling Shareholders and any broker-dealers or
other persons acting on its behalf in connection with the sale of Shares may be
deemed to be "underwriters" within the meaning of the Securities Act, and any
commissions received by them and any profit realized by them on the resale of
the Shares as principals may be deemed to be underwriting commissions under the
Securities Act. In addition, any shares covered by this Prospectus which
qualify for sale pursuant to Rule 144 under the Securities Act may be sold under
Rule 144 rather than under this Prospectus. Also, during the offering of the
shares covered by this Prospectus, the Selling Shareholders may also sell all or
a portion of the shares that are owned by them but which are not covered by this
Prospectus, pursuant to Rule 144 under the Securities Act or otherwise.

The Company will not receive any part of the proceeds of any sales of
Shares pursuant to this Prospectus. The Company will pay all the expenses of
registering the Shares, except for selling expenses incurred by the Selling
Shareholders in connection with this offering, including any fees and
commissions payable to broker-dealers or other persons, which will be borne by
the Selling Shareholder.

VALIDITY OF COMMON STOCK

The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Bruce A. Backberg, Esq., Vice President and Corporate
Secretary. Mr. Backberg beneficially owns 13,007 shares of the Company, which
includes 9,200 shares that may be acquired within 60 days upon the exercise of
stock options.

EXPERTS

The financial statements of The St. Paul Companies, Inc. incorporated by
reference in this Prospectus have been audited by KPMG Peat Marwick LLP,
independent certified public accountants, for the period indicated in their
report thereon which is incorporated by reference in

<PAGE>

the Annual Report on Form 10-K for the year ended December 31, 1993. The
financial statements audited by KPMG Peat Marwick LLP have been incorporated
herein by reference in reliance on their report given on their authority as
experts in accounting and auditing. To the extent that KPMG Peat Marwick LLP
audits and reports on the financial statements of The St. Paul Companies, Inc.
issued at future dates, and consents to the use of their reports thereon, such
financial statements also will be incorporated by reference in the Prospectus in
reliance upon their reports and said authority.

<PAGE>

EXHIBIT 5.1

December 20, 1994

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

Re: Registration Statement on Form S-8

Gentlemen:

I have acted as counsel to The St. Paul Companies, Inc., a Minnesota corporation
(the "Company"), in connection with the registration by the Company of 4,061,884
shares of the Company's Common Stock, no par value (the "Shares"), pursuant to
the Company's Registration Statement on Form S-8 filed with the Securities and
Exchange Commission on December 20, 1994 (the "Registration Statement").

In this connection, I have examined originals or copies, certified or otherwise
identified to my satisfaction, of such corporate records, certificates and
written and oral statements of officers and accountants of the Company and of
public officials, and other documents that I have considered necessary and
appropriate for this opinion.

In connection with my examination, I have assumed the genuineness of all
signatures, the authenticity of all documents tendered to me as originals, the
legal capacity of all natural persons, and the conformity to original documents
of all documents submitted to me as certified or photostatic copies.

Based on the foregoing, it is my opinion that:

1. The Company has corporate authority to issue the Shares in the manner
and under the terms set forth in the Registration Statement.

2. The 4,000,000 shares of Common Stock that are being registered for
sale by the Company under the Registration Statement have been duly
authorized and, when issued, delivered and paid for in accordance with
the 1994 Stock

<PAGE>

The St. Paul Companies, Inc.
December 20, 1994
Page 2

Incentive Plan, will be validly issued, fully paid and nonassessable.

3. The 61,884 shares of Common Stock that are being registered for sale
by certain Selling Shareholders under the Registration Statement have
been duly authorized and are validly issued, fully paid and
nonassessable.

I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement, to its use as part of the Registration Statement, and to
the use of my name under the caption "Validity of Common Stock" in the
prospectus covering the resale of the Shares by the Selling Shareholders.

Very truly yours,

/s/Bruce A. Backberg

Bruce A. Backberg, Esq.

<PAGE>

EXHIBIT 23.2

INDEPENDENT AUDITORS' CONSENT

The Board of Directors
The St. Paul Companies, Inc.:

We consent to the use of our reports incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus.

KPMG PEAT MARWICK LLP

Minneapolis, Minnesota
December 20, 1994

<PAGE>

EXHIBIT 24.1

POWER OF ATTORNEY
-----------------

KNOW ALL MEN BY THESE PRESENTS, That I, the undersigned, a director of The St.
Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby make,
nominate and appoint Bruce A. Backberg and Karl P. Aaro, or either of them, to
be my attorney-in-fact, with full power and authority to sign on my behalf a
Registration Statement on Form S-8 of The St. Paul Companies, Inc. (the
"Registration Statement") relating to shares of common stock of The St. Paul
issued and to be issued pursuant to the 1994 Stock Incentive Plan, 1986
Restricted Stock Plan and Deferred Stock Award Program of The St. Paul, and any
or all amendments (including post-effective amendments) thereto, and to file the
same, with all exhibits thereto and all other documents in connection therewith,
with the Securities and Exchange Commission, provided that the Registration
Statement and any amendments thereto, in their final form, are reviewed by said
attorney-in-fact, and shall have the same force and effect as though I had
manually signed such Registration Statement or amendments.

Dated: December 19, 1994 SIGNATURE:/s/Douglas W. Leatherdale
----------------------------------------

NAME: Douglas W. Leatherdale

<PAGE>

POWER OF ATTORNEY
-----------------

Dated: December 19, 1994 SIGNATURE:/s/Patrick A. Thiele
---------------------------------------

NAME: Patrick A. Thiele

<PAGE>

POWER OF ATTORNEY
-----------------

Dated: December 19, 1994 SIGNATURE:/s/Michael R. Bonsignore
----------------------------------------

NAME: Michael R. Bonsignore

<PAGE>

POWER OF ATTORNEY

Dated: December 19, 1994 SIGNATURE:/s/John H. Dasburg
----------------------------------------

NAME: John H. Dasburg

<PAGE>

POWER OF ATTORNEY
-----------------

Dated: December 19, 1994 SIGNATURE:/s/W. John Driscoll
----------------------------------------

NAME: W. John Driscoll

<PAGE>

POWER OF ATTORNEY
-----------------

Dated: December 19, 1994 SIGNATURE:/s/Pierson M. Grieve
----------------------------------------

NAME: Pierson M. Grieve

<PAGE>

POWER OF ATTORNEY
-----------------

Dated: December 19, 1994 SIGNATURE:/s/Ronald James
----------------------------------------

NAME: Ronald James

<PAGE>

POWER OF ATTORNEY
-----------------

Dated: December 19, 1994 SIGNATURE:/s/William H. Kling
----------------------------------------

NAME: William H. Kling

<PAGE>
POWER OF ATTORNEY
-----------------

Dated: December 19, 1994 SIGNATURE:/s/Bruce K. MacLaury
----------------------------------------

NAME: Bruce K. MacLaury

<PAGE>

POWER OF ATTORNEY
-----------------

Dated: December 19, 1994 SIGNATURE:/s/Ian A. Martin
----------------------------------------

NAME: Ian A. Martin

<PAGE>

POWER OF ATTORNEY
-----------------

Dated: December 19, 1994 SIGNATURE:/s/Glen D. Nelson, M.D.
----------------------------------------

NAME: Glen D. Nelson, M.D.

<PAGE>

POWER OF ATTORNEY
-----------------

Dated: December 19, 1994 SIGNATURE:/s/Anita M. Pampusch
----------------------------------------

NAME: Anita M. Pampusch