ST PAUL COMPANIES INC /MN/, DEFA14A, 1994-05-05

ST PAUL COMPANIES INC /MN/
DEFA14A, 1994-05-05
FIRE, MARINE & CASUALTY INSURANCE

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THE ST. PAUL COMPANIES, INC.
385 Washington Street, St. Paul, Minnesota 55102
Telephone (612) 221-7911

(LOGO)

March 16, 1994
Dear Shareholder:

You are cordially invited to attend the Annual Meeting of the Shareholders of
your Company to be held on Tuesday, May 3, 1994, at 2:00 P.M. (Central Daylight
Time) at the office of the Company, 385 Washington Street, St. Paul, Minnesota.
On the following pages you will find the Notice of Annual Meeting and the Proxy
Statement. Please read them carefully.

This year, in addition to the election of directors and the ratification of
auditors, you are being asked to approve two proposals to amend certain articles
of the Restated Articles of Incorporation, one proposal to amend the Company's
Bylaws and three incentive plan proposals.

All of the reasons supporting this year's meeting agenda are outlined in the
Proxy Statement. For example, the proposed amendment to Article III of the
Restated Articles of Incorporation will double the number of authorized common
shares as the Board of Directors intends to declare a two-for-one stock split;
the incentive plans are intended to help the Company attract and retain able
executives and non-employee directors; and the proposed amendment to Article V
of the Restated Articles of Incorporation will allow the Board of Directors,
under authority of Minnesota law, to amend portions of the Restated Articles of
Incorporation so as to permit action in the future, such as increasing the
number of authorized shares in conjunction with a stock split, without a
shareholder vote.

Your Board of Directors urges you to vote FOR these proposals. Because one of
the proposals requires the approval of two-thirds of the outstanding shares, it
is important that you sign, date and return the enclosed proxy card in the
envelope provided. Your prompt action will also help reduce the time and expense
of solicitation.

On behalf of your Board of Directors and management, thank you for your
continued support.

Sincerely,

Douglas W. Leatherdale
Chairman, President and
Chief Executive Officer
<PAGE>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The Annual Meeting of the Shareholders of The St. Paul Companies, Inc. will be
held on Tuesday, May 3, 1994, at 2:00 P.M. (Central Daylight Time) at the office
of the Company, 385 Washington Street, St. Paul, Minnesota, 55102, for the
following purposes:

1. To elect a Board of thirteen Directors;

2. To act on the proposal to ratify the selection of KPMG Peat Marwick as
the independent auditors of the Company;

3. To act on the proposal to amend Article III of the Restated Articles of
Incorporation of the Company to increase the number of authorized shares
of voting common stock from one hundred twenty million to two hundred
forty million;

4. To act on the proposal to amend Article V of the Restated Articles of
Incorporation of the Company to facilitate the amendment of the Restated
Articles of Incorporation by the Board of Directors when permitted by
applicable laws;

5. To act on the proposal to amend the Bylaws of the Company to reduce the
minimum number of Directors from thirteen to ten;

6. To act on the proposal to approve the Company's Annual Incentive Plan;

7. To act on the proposal to approve the Company's Long-Term Incentive
Plan;

8. To act on the proposal to approve the Company's 1994 Stock Incentive
Plan; and

9. To transact such other business as may properly come before the meeting
or any adjournment thereof.

All shareholders are invited to attend, although only those shareholders of
record at the close of business March 7, 1994 will be entitled to vote at the
meeting. Your attention is directed to the Proxy Statement accompanying this
Notice for a more complete statement regarding the matters proposed to be acted
upon at the meeting. PLEASE VOTE, SIGN AND DATE THE ACCOMPANYING PROXY FORM AND
RETURN IT IN THE STAMPED, SELF-ADDRESSED ENVELOPE ENCLOSED FOR YOUR USE. YOU MAY
REVOKE YOUR PROXY AT ANY TIME BEFORE IT IS VOTED.

Bruce A. Backberg
Vice President and
Corporate Secretary

March 16, 1994

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PROXY STATEMENT
THE ST. PAUL COMPANIES, INC.
385 WASHINGTON STREET, ST. PAUL, MINNESOTA 55102

This Proxy Statement is being mailed first to the shareholders of The St. Paul
Companies, Inc. (the "Company") on or about March 16, 1994. The accompanying
proxy is solicited on behalf of the Board of Directors of the Company for use at
the Annual Shareholders' Meeting to be held May 3, 1994, at the time and place
and for the purposes set forth in the accompanying Notice of Annual Meeting of
Shareholders. Any proxy may be revoked at any time before it has been voted by
giving written notice to the Corporate Secretary of the Company, by a duly
executed and presented proxy bearing a later date, or by voting in person at the
meeting.

The cost of soliciting proxies will be borne by the Company. In addition to
solicitations by mail, officers and employees of the Company may solicit proxies
personally or by telephone, telegraph or other means without additional
compensation. Arrangements also will be made with banks, brokerage houses and
other custodians, nominees and fiduciaries to forward solicitation material to
the beneficial owners of stock held of record by such persons, and the Company
will, upon request, reimburse them for their reasonable expenses in so doing. D.
F. King & Co., Inc., New York, N.Y., has been engaged by the Company to assist
in the solicitation of proxies for an anticipated fee of approximately $15,000,
plus out-of-pocket costs and expenses.

The record date for the determination of shareholders entitled to notice of and
to vote at the Annual Shareholders' Meeting has been established as the close of
business on March 7, 1994. At that time there were 42,381,173 shares of common
stock and 1,021,551 shares of Series B convertible preferred stock outstanding
which are entitled to vote at the meeting. The holders of common stock and
Series B convertible preferred stock vote as one class. Each share of common
stock is entitled to one vote, and each share of Series B convertible preferred
stock is entitled to two votes.

The affirmative vote of a majority of the total shares represented in person or
by proxy and entitled to vote at the meeting is required for (a) the election of
directors, (b) ratification of the selection of KPMG Peat Marwick as independent
auditors, (c) approval of the amendment to the Company's bylaws, (d) approval of
the Company's Annual Incentive Plan, Long-Term Incentive Plan, and 1994 Stock
Incentive Plan, and (e) the approval of such other matters as may properly come
before the meeting. The affirmative vote of at least one-half of the voting
power of all shares entitled to vote is required to amend Article III of the
Company's Restated Articles of Incorporation to increase the number of
authorized shares of voting common stock of the Company, while the affirmative
vote of at least two-thirds of the voting power of all shares entitled to vote
is required to amend Article V of the Company's Restated Articles of
Incorporation.

Under Minnesota law and the Company's bylaws, the presence in person or by proxy
of a majority of the voting power of the shares of common stock and Series B
convertible preferred stock entitled to vote constitutes the quorum necessary
for shareholders to take action at the Annual Shareholders' Meeting. Shares
represented in person or by proxy at the Annual Shareholders' Meeting will be
counted for quorum purposes regardless of whether the shareholder or proxy fails
to vote on a particular

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proposal (an "abstention") or whether a broker with discretionary authority
fails to exercise such authority with respect to a particular proposal (a
"broker non-vote"). For purposes of determining whether a proposal has been
approved, an abstention or non-vote (including a broker non-vote) with regard to
a particular proposal will not be counted as a vote in favor of such proposal
and, as a result, will have the effect of a vote against such proposal.

ELECTION OF DIRECTORS

Pursuant to the provisions of the Company's bylaws, the Board of Directors has
set the number of directors at thirteen, effective May 3, 1994. The thirteen
directors to be elected at the Annual Shareholders' Meeting will hold office
until the Annual Shareholders' Meeting in 1995 or until their successors are
duly elected and qualified. Unless otherwise instructed by the shareholders, it
is the intention of the persons named in the accompanying proxy (the "proxy
holders") to vote the proxies held by them for the election of the thirteen
nominees named in the "Nominees for Directors" table. The proxies cannot be
voted for more than thirteen candidates for director. However, if any of the
thirteen nominees shall not be a candidate for election at the time of the
meeting (a contingency which the Board of Directors does not expect to occur),
such proxies may be voted in accordance with the best judgment of the proxy
holders.

Roger L. Hale, who has served the Company as a director for fourteen years, is
not standing for re-election to the Board. His service and devotion to the
Company are deeply appreciated.

All of the nominees are presently directors of the Company. With the exception
of John H. Dasburg, all nominees were elected at the 1993 Annual Shareholders'
Meeting. Upon the recommendation of the board governance committee, Mr. Dasburg
was elected a director by the Board of Directors, effective February 2, 1994.

<TABLE>
<CAPTION>
NOMINEES FOR DIRECTORS
PRESENT PRINCIPAL DIRECTOR OTHER PUBLIC
NAME AGE OCCUPATION(A) SINCE CORPORATION DIRECTORSHIPS
- ------------------------ --- ---------------------------------- --------- ----------------------------------
<S> <C> <C> <C> <C>
Michael R. Bonsignore 52 Chairman and Chief Executive 8-6-91 Honeywell Inc.;
Officer, Honeywell Inc. Donaldson Company;
(manufacturer of automation and Cargill, Incorporated (private
control systems) corporation)
John H. Dasburg 51 President and Chief Executive 2-2-94 Riverwood International
Officer, Northwest Airlines, Inc. Corporation
W. John Driscoll 65 President and Chairman, Rock 9-21-70 Comshare, Incorporated;
Island Company (private investment Northern States Power Company;
company) Weyerhaeuser Company;
The John Nuveen Company
Mark S. Fowler 52 Senior Communications Counsel, 8-4-87 None
Latham & Watkins (attorneys at
law); and Chairman and Chief
Executive Officer, PowerFone
Holdings, Inc. (provider of
specialized mobile radio wireless
communications services)
</TABLE>

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<TABLE>
<CAPTION>
NOMINEES FOR DIRECTORS
PRESENT PRINCIPAL DIRECTOR OTHER PUBLIC
NAME AGE OCCUPATION(A) SINCE CORPORATION DIRECTORSHIPS
- ------------------------ --- ---------------------------------- --------- ----------------------------------
<S> <C> <C> <C> <C>
Pierson M. Grieve 66 Chairman and Chief Executive 11-5-85 Ecolab Inc.;
Officer, Ecolab Inc. (developer/ Meredith Corporation;
marketer of cleaning and Norwest Corporation;
sanitizing products, systems and U S WEST, Inc.
services)
Ronald James(b) 43 Vice President--Minnesota, US West 5-4-93 Ceridian Corporation
Communications, Inc.
William H. Kling(c) 51 President, Minnesota Public Radio; 11-7-89 Irwin Financial Corporation
and President, Greenspring Company
(diversified media and catalog
marketing company)
Douglas W. Leatherdale 57 Chairman, President and Chief 5-5-81 United HealthCare Corporation;
Executive Officer, The St. Paul Northern States Power Company;
Companies, Inc. The John Nuveen Company
Bruce K. MacLaury(d) 62 President, The Brookings 8-4-87 Scott Paper Company;
Institution (public policy American Express Bank, Ltd.
research and education)
Ian A. Martin 59 Chairman and Chief Executive 8-7-90 Granada Group PLC;
Officer, Glenisla Group Ltd. House of Fraser PLC
(private investment company)
Glen D. Nelson, M.D. 56 Vice Chairman, Medtronic, Inc. 5-5-92 Medtronic, Inc.;
(manufacturer of biomedical NWNL Companies, Inc.;
devices) Carlson Holdings, Inc. (private
corporation)
Anita M. Pampusch, Ph.D. 55 President, The College of St. 5-7-85 None
Catherine
Patrick A. Thiele 43 Executive Vice President and Chief 5-4-93 The John Nuveen Company;
Financial Officer, The St. Paul Hook-SupeRx, Inc.
Companies, Inc.
<FN>
- ------------------------
(a) Principal employment of nominees in the past five years. Mr. Bonsignore
served in a number of executive offices at Honeywell Inc. for more than
five years prior to assuming his current responsibilities in April of
1993. In addition to their present responsibilities, Messrs. Leatherdale
and Thiele have served in a number of executive offices of the Company and
as officer and director of various subsidiaries of the Company for many
years. Mr. Martin served in a number of executive offices of Grand
Metropolitan PLC and its subsidiaries prior to assuming his current
position in February, 1994. Prior to assuming his current position in
1990, Mr. Dasburg served in a number of executive offices with Northwest
Airlines, Inc. and Marriott Corporation. All other nominees have been
employed during the past five years as they presently are employed.
(b) Mr. James is a director of the five mutual funds within the Great Hall
Investment Funds group.
</TABLE>

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<TABLE>
<S> <C>
(c) Mr. Kling is a director or trustee of each of the following mutual funds
which are provided investment advisory services by The Capital Research
and Management Company: EuroPacific Growth Fund, New Economy Fund, New
Perspective Fund and SMALLCAP World Fund.
(d) Mr. MacLaury is a director or trustee of each of the mutual funds which
are provided investment advisory services by The Vanguard Group, Inc.,
with the exception of Vanguard's tax-exempt mutual funds.
</TABLE>

BOARD OF DIRECTORS COMPENSATION

Directors who are not also officers of the Company or any of its subsidiaries
are each paid $20,500 annually, plus $1,000 for each Board or committee meeting
attended. Outside directors serving as chair of any committee of the Board of
Directors are paid an additional $4,000 annually for each committee that they
chair. The non-officer directors participate in the Director Life Insurance Plan
pursuant to which the Company pays the premium for $100,000 of group term life
insurance. The Company also pays the premium to provide the non-officer
directors with $200,000 of coverage under a travel-accident insurance policy and
all directors with directors' and officers' liability insurance and fiduciary
liability insurance. In addition, non-officer directors are eligible to defer
directors' fees under the Directors' Deferred Compensation Plan.

Commencing in November of 1990, annual nonqualified stock option grants covering
500 option shares have been made each November to each non-officer director at
the market price on the date of grant.

Under the Company's 1994 Stock Incentive Plan, annual nonqualified stock option
grants covering 500 common shares (1,000 if the contemplated stock split is
approved) will, subject to shareholder approval of the plan, be made at the
first Board meeting of each November to each non-officer director (all nominees
for director except Messrs. Leatherdale and Thiele). Such options will be
granted at the market price of the Company's stock on the date of grant. The
option price is to be paid, upon exercise, in cash.

Under that plan, options will terminate at the earliest of ten years after the
date of grant, three years after retirement, immediately if directorship is
terminated for cause, one month after any voluntary termination of service as a
director other than by retirement (but the option in this case may be exercised
only to the extent it was exercisable on the date of such termination), or any
earlier time set by the committee at the time of option grant. Special
provisions apply in the case of death of an optionee or in the case of a Change
of Control, as defined. If an option were not fully exercisable at the time of
occurrence of a Change of Control, all portions of the option immediately would
become exercisable in full.

"Change of Control" is defined in the 1994 Stock Incentive Plan to mean a change
of control of the Company of a nature that would be required to be reported to
the Securities and Exchange Commission on Form 8-K pursuant to the Securities
Exchange Act of 1934 ("34 Act"), with such Change of Control to be deemed to
have occurred when (a) any person, as defined in the '34 Act, other than the
Company or a Company subsidiary or one of their employee benefit plans is or
becomes the beneficial owner of 50% or more of the Company's common stock or (b)
members of the Board of Directors on May 3, 1994 (the "Incumbent Board") cease
to constitute a majority thereof (provided that persons subsequently becoming
directors with the approval of directors

6
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comprising at least three-quarters of the Incumbent Board shall be considered as
members of the Incumbent Board).

Under the Company's Non-Employee Director Stock Retainer Plan, eligible
directors (all nominees except Messrs. Leatherdale and Thiele) may elect to
receive all or a portion of their annual retainer (currently $20,500) in the
form of common shares of the Company that are subject to certain service-related
restrictions. Such an election will entitle a director to be issued a number of
shares of restricted stock equal in value to 110% of the portion of the annual
retainer that was elected for participation in the plan. For valuation purposes,
the amount used to determine the number of restricted shares allocated to a
participating director is the average of the stock's closing price on the last
business day of each quarter of the calendar year. Immediately upon issuance of
the restricted shares, the recipient is entitled to receive all dividends paid
on the shares and to vote the shares.

If within five years from the date restricted stock is issued to an eligible
director under the plan a director's service on the Board is terminated for any
reason other than death, disability or retirement, such restricted stock will be
forfeited. When a director's service on the Board is terminated because of
death, disability or retirement, any restrictions on stock received under the
plan lapse.

A Board policy provides that each director with 15 or more years of service
shall tender his or her resignation to the chair of the board governance
committee by November 20 of each year indicating his or her intent not to stand
for re-election at the subsequent annual meeting of the shareholders. If,
however, upon review, the board governance committee shall determine that there
is a continuing need on the Board for the type of qualifications the resigning
director provides, then such director may be asked to become a candidate for
re-election. Additionally, upon a substantial change in principal employment, a
director should offer his or her resignation.

As part of this policy, the Company provides an Outside Directors' Retirement
Plan under which the Company will pay a retirement benefit to non-officer
directors who have served for two or more years when their directorships
terminate. The annual amount of that benefit will be equal to the director's
annual retainer (currently $20,500) when he or she ceases to be a director, plus
a value assigned to the November option grant (currently about $10,000).
Directors may elect to have the benefit paid quarterly for a period of years
following termination of active service which equals the length of time he or
she served as an outside director up to a maximum of fifteen years.
Alternatively, directors may elect to receive the discounted present value of
those future payments in one lump sum payment. If a retired director dies while
receiving periodic payments, the discounted present value of any remaining
payments to which he or she may be entitled will be paid to his or her estate,
or upon his or her election, to a surviving spouse.

The Company has transferred funds to a grantor trust created for the purpose of
implementing benefits under various nonqualified plans of deferred compensation,
including the Directors' Deferred Compensation Plan and the Outside Directors'
Retirement Plan (the "Implemented Plans").

Following a Change of Control (generally defined the same as in the 1994 Stock
Incentive Plan), no portion of the trust assets may be returned to the Company
or any subsidiary unless the trustee determines that that portion of the assets
and future earnings on it never will be required to pay benefits and if a
majority of the then participants of the Implemented Plan consent to the return
of the assets.

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Unlike assets held in the trusts created to implement benefits under the
Company's tax-qualified plans, assets held in the grantor trust remain subject
to the claims of the Company's creditors. If the Company becomes insolvent, the
trustee will be required to cease payment of benefits under all Implemented
Plans and dispose of trust assets pursuant to the direction of a court of
competent jurisdiction.

BOARD COMMITTEES

There are six standing committees of the Board of Directors: the executive
committee, the audit committee, the finance committee, the board governance
committee, the personnel committee and the executive compensation committee.
Current members of the individual committees are named below, with the chairman
of each committee named first:

<TABLE>
<CAPTION>
EXECUTIVE AUDIT FINANCE
- -------------------------- -------------------------- ---------------------------
<S> <C> <C>
D. W. Leatherdale W. H. Kling W. J. Driscoll
W. J. Driscoll W. J. Driscoll M. R. Bonsignore
P. M. Grieve M. S. Fowler R. James
R. L. Hale R. James W. H. Kling
W. H. Kling G. D. Nelson D. W. Leatherdale
A. M. Pampusch A. M. Pampusch I. A. Martin
P. A. Thiele P. A. Thiele

<CAPTION>
BOARD GOVERNANCE PERSONNEL EXECUTIVE COMPENSATION
- -------------------------- -------------------------- ---------------------------
<S> <C> <C>
P. M. Grieve M. R. Bonsignore M. R. Bonsignore
M. S. Fowler P. M. Grieve P. M. Grieve
R. L. Hale R. L. Hale R. L. Hale
D. W. Leatherdale D. W. Leatherdale B. K. MacLaury
B. K. MacLaury B. K. MacLaury I. A. Martin
A. M. Pampusch I. A. Martin G. D. Nelson
G. D. Nelson
</TABLE>

The audit committee is charged with the responsibility for:

1. Reviewing the annual financial report to shareholders and the annual
report (Form 10-K) filed with the Securities and Exchange Commission;

2. Reviewing the quarterly reporting process;

3. Overseeing the monitoring of the Company's system of internal controls;

4. Recommending annually to the Board of Directors, subject to
shareholders' approval, the selection of the Company's independent
auditors;

5. Determining the independent auditors' qualifications, including the
firm's membership in the SEC practice section of the AICPA and
compliance with that organization's requirements for peer review and
independence;

6. Confirming the independence of the internal auditors;

7. Reviewing annually the combined audit plans of the independent auditors
and internal auditors;

8. Meeting with the independent auditors at the completion of their annual
audit to review their evaluation of the financial reporting and internal
controls of

8
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the Company, and any changes required in the originally planned audit
program;

9. Meeting with the internal auditors on an ongoing basis to review:

(a) audit results,

(b) reports on exposures/controls, irregularities and control failures,

(c) the disposition of recommendations for improvements in internal
controls made by internal and independent auditors, and

(d) any changes required in the originally planned audit program;

10. Reviewing the reports on examinations by regulatory authorities;

11. Monitoring the Company's policies and procedures for the review of
expenses and perquisites of selected members of executive management;

12. Overseeing the monitoring of the Company's code of conduct;

13. Performing any special reviews, investigations or oversight
responsibilities required by the Board of Directors or its chairman; and

14. Reporting to the Board of Directors on the results of the activities of
the committee.

The executive committee is charged with the broad responsibility of having and
exercising the authority of the Board of Directors in the management of the
business of the Company in the interval between meetings of the Board.

The finance committee is responsible for:

1. Advising the Board of Directors on corporate financial policy;

2. Advising the Board of Directors on debt limits and related corporate
financial matters;

3. Recommending dividend policy to the Board of Directors;

4. Reviewing capital plans; and

5. Recommending to the Board of Directors the investment policy for those
investment portfolios specified in resolutions adopted from time to time
by the Board, and monitoring the investment performance thereof.

It is the responsibility of the personnel committee to:

1. Review and recommend to the Board of Directors major changes in
personnel policies and employee benefits;

2. Review plans to provide management continuity; and

3. Recommend to the Board of Directors employee and executive compensation
policies.

The primary responsibilities of the executive compensation committee are to
administer the Company's stock option plan, restricted stock award plan and
long-term incentive plan and to approve compensation changes for executive
management. Among other things, the committee determines who will participate in
each plan as well as the extent and terms of participation.

The primary functions of the board governance committee are to:

1. Identify and present qualified persons for election and re-election as
directors; and

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2. Study, advise and make recommendations to the Board of Directors
concerning:

(a) criteria for Board membership,

(b) the number of directors to comprise the full Board,

(d) an annual review of Board performance,

(e) directors' compensation,

(f) directors' retirement policy, and

(g) other related areas assigned by the Board or its chairman.

In determining which persons may be qualified as candidates for election to the
Board of Directors, the committee weighs the experience of each possible
candidate, the present need on the Board of Directors for that type of
experience, and the willingness and availability of such person(s) to serve. It
is the policy of the board governance committee to consider any qualified person
as a possible candidate for Board of Directors membership, regardless of whether
such person was recommended by a committee member or by some other source,
provided that such person was nominated in accordance with the procedures set
forth in the Company's bylaws. The Company's bylaws provide that nominations,
other than those made by or at the direction of the Board, shall be made by
timely notice in writing to the Corporate Secretary. To be timely, a
shareholder's notice shall be delivered or mailed to and received at the
principal executive office of the Company not less than 60 days prior to the
date of the meeting, provided, however, that in the event that less than 70
days' notice or prior disclosure of the date of the meeting is given or made to
shareholders, notice by the shareholders to be timely must be received not later
than the close of business of the 10th day following the date on which such
notice of the date of the meeting was mailed or such public disclosure was made.
Such shareholder's notice shall set forth (i) as to each person whom such
shareholder proposes to nominate for election as a director, all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of directors, or is otherwise required, in each case
pursuant to Regulation 14A under the '34 Act, (including such person's written
consent to being named in the proxy statement as a nominee and to serving as a
director if elected), and (ii) as to the shareholder giving the notice (a) the
name and address, as they appear on the Company's share register, of such
shareholder and (b) the class and number of shares of the Company's capital
stock that are beneficially owned by such shareholder. At the request of the
Board, any person nominated by the Board for election as a director shall
furnish to the Corporate Secretary that information required to be set forth in
a shareholder's notice of nomination which pertains to the nominee. Notices to
the Corporate Secretary should be sent to Bruce A. Backberg, Corporate
Secretary, The St. Paul Companies, Inc., 385 Washington Street, St. Paul,
Minnesota 55102.

In its action appointing members of the foregoing committees, the Board of
Directors has designated each director who is not a member of a particular
committee as an alternate who may at any time, at the request of the chairman,
serve as a member of the committee.

BOARD AND COMMITTEE MEETINGS

During 1993, the Board of Directors met on four occasions. The board governance,
audit and personnel committees each met three times, the finance committee and
the executive compensation committee each met four times, and the executive
committee met once.

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ATTENDANCE AT MEETINGS

Attendance at 1993 Board and committee meetings combined averaged 96%. Each
director, other than Dr. Nelson (70%) and Dr. Pampusch (73%), attended more than
75% of the combined total meetings of the Board and committees of the Board on
which the director served at any time during the year.

SELECTION OF AUDITORS

The independent certified public accounting firm of KPMG Peat Marwick, a member
of the international accounting firm Klynveld Peat Marwick Goerdeler, has been
selected by the Board of Directors upon recommendation of its audit committee to
act as the independent auditor for the Company and its subsidiaries for the
current fiscal year. At the Annual Meeting the shareholders will be asked to
ratify the Board of Directors' selection. The shares represented by the
accompanying proxy will be voted for the ratification of the selection of KPMG
Peat Marwick unless otherwise specified by the shareholder. KPMG Peat Marwick,
which has served as independent auditor of the Company and its subsidiaries
since 1968, is expected to have a representative present at the Annual
Shareholders' Meeting. The representative will have an opportunity to make a
statement at the meeting and will also be available to respond to appropriate
questions of the shareholders.

PROPOSAL FOR ADOPTION OF AN AMENDMENT TO ARTICLE III
OF THE RESTATED ARTICLES OF INCORPORATION

In order to afford appropriate flexibility with respect to the future
capitalization of the Company and in order to provide sufficient shares to
enable the Board of Directors to consider the declaration of stock splits or
other distributions, the Board of Directors has proposed an amendment to the
Restated Articles of Incorporation (the "Restated Articles") of the Company to
increase the number of shares of voting common stock the Company is authorized
to issue from one hundred twenty million shares to two hundred forty million
shares. Currently, approximately seventy two million shares are unissued and
unreserved.

The Company also has five million authorized undesignated shares, and no change
in this number is proposed. Of those five million shares, one million four
hundred fifty thousand shares have been designated or issued as Series B
Convertible Preferred Stock, and fifty thousand shares have been designated as
Series A Junior Participating Preferred Stock.

Although the Board of Directors has made no decision to issue any of the
additional shares for which authorization is sought, it has announced its
intention to approve, at its May 3, 1994 meeting, management's recommendation
that a two-for-one stock split (issuing one additional voting common share for
each outstanding share) be declared if the shareholders approve the increase in
authorized voting common stock. The Board of Directors believes it is in the
best interest of the Company to have the shareholders authorize the increase at
this time in order to have sufficient shares available, not only for the
possible stock split, but also for issuance of voting common shares for other
purposes at the discretion of the Board without the necessity of asking for
further shareholder approval. The additional shares would be available for
acquisitions, for sale to the public to raise capital and for other corporate
purposes.

Additionally, though the Board of Directors has no present plans to declare
dividends consisting of rights, warrants, or similar securities, an increase in
the number of authorized shares of voting common stock could make it easier for
them to do so. Accordingly, one of the effects of the proposal may be to deter
or render more

11
<PAGE>
difficult attempts to acquire control of the Company. Such dividends could now
be issued by the Company with respect to its undesignated shares.

While the Board of Directors has expressed its intention to vote a stock split
at its May 3, 1994 meeting if the shareholders approve this increase in the
authorized common stock, it is possible that circumstances not now known or
anticipated could cause them to refrain from doing so.

The holders of voting common stock do not have preemptive rights.

The following resolution will be offered at the meeting to effect the amendment
of Article III of the Restated Articles:

RESOLVED, that the first sentence of the first paragraph of Article III
of the Restated Articles of Incorporation be, and it hereby is, amended
to read as follows (new language is shown in bold type and deleted
language is shown in brackets): The aggregate number of shares that the
corporation has authority to issue is [one hundred twenty five] TWO
HUNDRED FORTY FIVE million shares which shall consist of five million
undesignated shares and [one hundred twenty] TWO HUNDRED FORTY million
shares of voting common stock.

Adoption of the proposed amendment to Article III of the Restated Articles will
require the affirmative vote of at least one-half of the voting power of all
voting shares entitled to vote at the meeting.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THIS PROPOSAL.
PROXIES SOLICITED BY THE BOARD WILL BE VOTED AS DIRECTED AND WILL BE VOTED FOR
THE PROPOSAL IF NO DIRECTION IS SPECIFIED.

PROPOSAL FOR ADOPTION OF AN AMENDMENT TO ARTICLE V
OF THE RESTATED ARTICLES OF INCORPORATION

Article V of the Restated Articles describes the shareholder vote necessary to
approve certain major corporate transactions and to amend specific articles. It
currently requires all amendments to the Restated Articles to be approved by
shareholders. If this proposal is approved, Article V will be amended to allow
the Board of Directors to amend the Restated Articles, to the extent allowed by
Minnesota law, without shareholder approval.

Until recently, Minnesota law required all amendments to the articles of
incorporation of a Minnesota corporation to be approved by its shareholders.
However, as a result of a recent change to Subdivision 3 of Section 302A.402 of
the Minnesota Statutes, the Board of Directors, in conjunction with a stock
split such as that now being considered, could amend Article III in the manner
described in the previous proposal without shareholder approval if the Restated
Articles did not prohibit such action.

In order to allow the Board to take such action in the future and to amend the
Restated Articles in any other manner that Minnesota law may allow as a result
of future legislative action, without being required to obtain shareholder
approval, the following resolution will be offered at the meeting to effect the
amendment of Article V of the Restated Articles:

RESOLVED, that Article V of the Restated Articles of Incorporation be,
and it hereby is, amended to read as follows (new language is shown in
bold type and deleted language is shown in brackets):

12
<PAGE>
Where shareholder approval, authorization or adoption is required by
Chapter 302A, Minnesota Statutes, for any of the following transactions,
the vote required for such approval, authorization or adoption shall be
the affirmative vote of the holders of at least two-thirds of the voting
power of all voting shares: (a) Any plan of merger; (b) Any plan of
exchange; (c) Any sale, lease, transfer or other disposition of all or
substantially all of the corporation's property and assets, including
its good will, not in the usual and regular course of its business; or
(d) Any dissolution of the corporation.

WHERE SHAREHOLDER APPROVAL IS REQUIRED BY APPLICABLE LAW [The
shareholder vote required] for approval, authorization or adoption of an
amendment to these Restated Articles of Incorporation (other than an
amendment to this article), THE VOTE REQUIRED FOR SUCH APPROVAL,
AUTHORIZATION OR ADOPTION shall be the affirmative vote of the holders
of at least one-half of the voting power of all voting shares. WHERE NO
SUCH SHAREHOLDER APPROVAL IS REQUIRED BY APPLICABLE LAW, THE BOARD OF
DIRECTORS SHALL BE EMPOWERED TO APPROVE, AUTHORIZE OR ADOPT SUCH
AMENDMENTS TO THESE RESTATED ARTICLES OF INCORPORATION (OTHER THAN AN
AMENDMENT TO THIS ARTICLE) WITHOUT THE APPROVAL OF THE SHAREHOLDERS. The
shareholder vote required for approval, authorization or adoption of an
amendment to this article shall be the affirmative vote of the holders
of at least two-thirds of the voting power of all voting shares. The
provisions of this article are not intended either to require that
holders of the shares of any class or series of shares vote separately
as a class or series or to affect or increase any class or series vote
requirement of Chapter 302A, Minnesota Statutes.

Adoption of the proposed amendment to Article V of the Restated Articles will
require the affirmative vote of at least two-thirds of the voting power of all
voting shares entitled to vote at the meeting.

PROPOSAL FOR ADOPTION OF AN
AMENDMENT TO ARTICLE III,
SECTION 2 OF THE BYLAWS

The Board of Directors is proposing the amendment of Article III of the
Company's bylaws to reduce the minimum number of directors from thirteen (13) to
ten (10). Under Minnesota law, any amendment to the Company's bylaws which
reduces the minimum number of directors required must be approved by the
shareholders.

The Company expects to have thirteen directors following the Annual Meeting of
Shareholders. If, due to the death, disability or other incapacity of a
director, an immediate need for a replacement director arose, the Board of
Directors may have to identify and elect a new director in a very short period
of time. The Board has determined that to ensure the continued high quality of
its directors and to provide sufficient time to identify and recruit high
quality replacement directors, it is in the best interests of the Company to
reduce the minimum number of directors required from thirteen (13) to ten (10).

The following resolution will be offered at the meeting to effect the amendment
of Article III, Section 2 of the bylaws:

13
<PAGE>
RESOLVED, that Article III, Section 2 of the bylaws be, and it hereby
is, amended to read as follows (new language is shown in bold type and
deleted language is shown in brackets):

Section 2. NUMBER AND TERM OF OFFICE. The number of directors shall be
at least TEN (10) [thirteen (13)] but not more than eighteen (18), as
determined from time to time by the Board. Each director shall be elected to
serve for a term that expires at the next regular annual meeting of the
shareholders and when a successor is elected and has qualified, or at the
time of the earlier death, resignation, removal or disqualification of the
director.

Adoption of the proposed Amendment to Article III, Section 2 of the bylaws will
require the affirmative vote of at least one-half of the voting power of all
voting shares entitled to vote at the meeting.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THIS PROPOSAL.
PROXIES SOLICITED BY THE BOARD WILL BE VOTED AS DIRECTED, AND WILL BE VOTED FOR
THE PROPOSAL IF NO DIRECTION IS SPECIFIED.

PROPOSALS FOR APPROVAL OF THE
ANNUAL INCENTIVE PLAN AND
LONG-TERM INCENTIVE PLAN

THE PROPOSALS

The Company has two cash-based executive compensation plans, the Annual
Incentive Plan ("AIP") and the Long-Term Incentive Plan ("LTIP"), which have
been in place, accomplishing the purposes for which they were intended, for a
number of years. In past years, the Company has described both of these plans to
shareholders in its proxy statement. Both are mentioned in the executive
compensation committee report in this proxy statement.

Under a new tax law which took effect on January 1, 1994, the Company cannot
deduct compensation paid to its Chief Executive Officer and the four other named
executives, to the extent such compensation exceeds $1 million per person in any
year. Amounts paid under "performance-based" plans are excluded and can be
deducted even if they cause total compensation to exceed $1 million. Plans are
"performance-based" if they meet certain criteria and are approved by
shareholders. The AIP and LTIP (and the 1994 Stock Incentive Plan) are therefore
subject to shareholder approval and will be approved "performance-based plans"
if they receive the affirmative vote of the holders of a majority of the voting
power of the voting shares present and entitled to vote at the meeting.

SUMMARY OF THE PLANS

ANNUAL INCENTIVE PLAN

PURPOSE. The purpose of the AIP is to provide key executives with financial
incentives which will motivate and reward performance that achieves established
goals, including annual corporate earnings and business unit performance
objectives.

ELIGIBILITY. Executive officers of the Company (as defined under Rule 3b-7 of
the Securities Exchange Act of 1934) at the end of the previous fiscal year are
eligible to participate in the AIP. The participants will be those eligible
executive officers who are selected prior to the beginning of the AIP plan year
by the executive compensation committee to receive awards for the plan year.

AWARDS UNDER THE AIP. The executive compensation committee of the Board of
Directors administers the AIP and approves awards based on the achievement of
Company objectives. For purposes of the AIP, the Committee may consider only the
following measures: total shareholder return, return on equity, earnings per
share, expense management, business unit

14
<PAGE>
achievement of profit or revenue targets, revenues, net income, operating
income, or any combination thereof. Maximum awards to the eligible participants
under the AIP range from 50%-105% of annual base salary as in effect on March 31
of the year for which the bonus is based. In no event shall the annual base
salary used to compute a maximum award exceed 120% of the annual base salary in
effect on January 1 of the year for which the bonus is paid. Awards actually
paid during the past five years have generally ranged from 0% to 90% of annual
base salary. Awards are either paid in cash or deferred, at the election of each
participant, during the first quarter of the year following the fiscal year for
which the award was earned.

The following table summarizes AIP awards paid in 1994 for 1993 performance.

PLAN BENEFITS
ANNUAL INCENTIVE PLAN

<TABLE>
<CAPTION>
NAME DOLLAR VALUE ($)
- -------------------- ----------------
<S> <C>
D.W. Leatherdale $ 556,420
P.A. Thiele $ 257,400
T.W. McKeown $ 245,700
J.F. Duffy $ 133,333
H.E. Dalton $ 95,689
Executive Group $ 1,877,945
</TABLE>

LONG-TERM INCENTIVE PLAN

PURPOSE. The purpose of the LTIP is to further the growth and profitability of
the Company by offering key employees the opportunity to receive incentive
awards based on the successful achievement of certain long-range Company goals.

ELIGIBILITY. The executive compensation committee of the Board of Directors
administers the LTIP and has discretion to identify the individual employees who
will be eligible to participate in the LTIP based on their determination that
such employees' performance may have a significant impact on the long-term
success of the Company. Currently, eighteen employees, including the five named
executive officers, participate.

AWARDS UNDER THE LTIP. Under the LTIP, incentive awards are paid to
participants on the basis of the Company's performance over a rolling three-year
period. Currently, performance is measured based on the Company's total
shareholder return and return on equity as compared to that of a peer group of
companies in the property and casualty insurance industry. Additional
performance measures that may be used are earnings per share, expense
management, revenues, net income, operating income, or any combination thereof.
Minimum threshold performance levels exist and must be attained before any
awards are earned. Maximum awards for each three-year performance period under
the LTIP are approximately 45% of the average annual base salary in effect over
the three-year performance period. In no event shall the average base salary
used to compute a maximum award exceed 150% of the annual salary in effect on
January 1 of the first year of the three-year period. Actual awards paid during
the past five years have generally ranged from 16% to 42% of average annual base
salary. Awards are paid in cash during the first quarter of the year following
the final year of a given three-year performance period. The following table
summarizes the LTIP awards earned for the three-year period ended December 31,
1993.

15
<PAGE>
PLAN BENEFITS
LONG-TERM INCENTIVE PLAN

<TABLE>
<CAPTION>
NAME DOLLAR VALUE ($)
- -------------------- ----------------
<S> <C>
D.W. Leatherdale $ 150,814
P.A. Thiele $ 59,913
T.W. McKeown $ 54,337
J.F. Duffy $ 54,337
H.E. Dalton $ 34,813
Executive Group $ 416,831
Non-Executive
Officer Employee
Group $ 385,386
</TABLE>

PROPOSAL FOR ADOPTION OF THE 1994 STOCK INCENTIVE PLAN

On February 1, 1994 the Company's Board of Directors, having determined that a
new stock incentive plan was necessary in order to continue to attract, retain
and reward key employees and non-employee directors, approved the proposed 1994
Stock Incentive Plan (the "Plan"), subject to the approval of the shareholders.
The Plan provides for awards of stock options ("options"), rights ("rights") and
restricted stock to participating eligible employees and option awards to
non-employee directors.

SUMMARY OF THE PLAN

GENERAL. Key executives of the Company and its subsidiaries are eligible to
participate in the Plan. The maximum number of shares of common stock that may
be issued under the Plan will be 2,000,000 (or 4,000,000, if the currently
contemplated two-for-one stock split takes place). No more than 20% of the
shares subject to the Plan may be granted as restricted stock. Any shares
available for issuance under the Company's 1988 Stock Option Plan (approximately
307,735 shares) or its Restricted Stock Award Plan (approximately 343,693
shares) will cease to be available for grant on May 4, 1994, if the Plan is
approved by shareholders. Shares of common stock subject to awards of options,
rights or restricted stock which expire unexercised, or are forfeited,
terminated or canceled, in whole or in part, will automatically again become
available for grant under the Plan under most circumstances. In the event of any
stock dividend or split, recapitalization, merger, consolidation, spin-off,
combination, or other change in the corporate structure or shares of the
Company, appropriate adjustments will be made to the number and kind of shares
reserved under the Plan and under outstanding awards, and to the exercise price
of outstanding options. The Board may amend the Plan in any respect without
shareholder approval, unless shareholder approval is then required in order for
the Plan to continue to comply with Rule 16b-3 of the Securities and Exchange
Act of 1934 (the " '34 Act"). In addition, no amendment may adversely affect any
outstanding award to any Plan participant without that participant's consent.
The Plan will terminate on May 3, 2004, and may be terminated before that date
by action of the Board. No right or interest in any award under the Plan may be
assigned or transferred by a participant, except by will or the laws of descent
and distribution, or subjected to debts or liabilities of any person.

ADMINISTRATION. The Plan will be administered by the executive compensation
committee (the "Committee") of the Board. The Committee will, among other
things, select participants which will be granted awards under the Plan,
determine the nature, extent, timing, exercise price, vesting and duration of
awards, and prescribe all other terms and conditions of awards that are
consistent with the Plan.

16
<PAGE>
OPTIONS. Options must be granted with an exercise price equal to at least the
fair market value of the common stock on the date of grant. On March 8, 1994,
the closing price of one share of common stock on the New York Stock Exchange
was $79.00.

Options will become exercisable at such times as may be determined by the
Committee, provided that options may not become exercisable prior to one year
from their date of grant, in the absence of the optionee's death or a Change of
Control of the Company, and may not be exercisable after ten years from their
date of grant. Options may be granted as incentive stock options, within the
meaning of Internal Revenue Code Section 422, or as nonstatutory stock options.

The exercise price of options must be paid in cash or by transfer of shares of
common stock (either previously owned by the participant or to be acquired upon
option exercise).

No participant may be granted options with respect to more than 400,000 shares
(800,000 if the contemplated stock split is approved) of common stock during the
term of the Plan.

Non-employee directors of the Company will receive stock option grants covering
500 common shares (1,000 if the contemplated stock split is approved) at the
first Board meeting each November. Such options will be granted at the market
price of the Company's stock on the date of grant and, generally, will include
the same provisions as options granted to other participants under the Plan,
provided that the Committee will not have discretion to amend or modify the
terms of any outstanding awards. Non-employee directors are not eligible for
awards of rights or restricted stock.

RIGHTS. A right permits an optionee to surrender all or part of the shares
subject to an option rather than exercise the option with respect to such shares
and in connection with the surrender to receive payment equal to the fair market
value of the surrendered option shares determined on the right exercise date
less the aggregate option exercise price of the shares surrendered. The
Committee determines whether a right will be granted in conjunction with any or
all of the shares subject to an option granted under the Plan and whether to
grant a right with respect to an option previously granted without a related
right. A right may only be exercised if the related option is exercisable and
terminates when the related option terminates. Shares subject to any portion of
an option as to which rights are exercised will not be available for future
options. The Committee also determines whether payment with respect to a right
will be paid in cash or shares of the Company's common stock or a combination of
cash and shares. No participant may be granted rights with respect to more than
400,000 shares (800,000 if the contemplated stock split is approved) during the
term of the Plan.

RESTRICTED STOCK. A restricted stock award is an award of common stock that
vests at such time (at least one year after the date of award) and in such
installments as may be determined by the Committee and, until it vests, is
subject to restrictions on transferability and to the possibility of forfeiture.
The Committee may impose such restrictions or conditions to the vesting of
restricted stock awards as it deems appropriate, including that the participant
remain in the continuous employ of the Company or a subsidiary for a certain
period or that the participant or the Company (or any subsidiary or division of
the Company) satisfies certain performance goals or criteria. No more than
twenty percent of all shares subject to the Plan may be granted as restricted
stock. No participant may be granted more than 50,000 shares (100,000 if the
contemplated stock split is approved) of restricted stock during the term of the
Plan.

17
<PAGE>
OTHER AWARD TERMS. The Committee determines the time or times at which an
option or right becomes exercisable, and restricted stock becomes vested. If an
option or right is not fully exercisable or restricted stock is not fully vested
at the time of occurrence of a Change of Control, as defined, all portions of
the option or right become immediately exercisable in full and all restricted
stock awards become fully vested.

"Change of Control" is defined to mean a change of control of the Company of the
nature that would be required to be reported to the Securities and Exchange
Commission on Form 8-K pursuant to the '34 Act, with such Change of Control to
be deemed to have occurred when (a) any person, as defined in the '34 Act, other
than the Company or a Company subsidiary, or one of their employee benefit plans
is or becomes the beneficial owner of 50% or more of the Company's common stock
or (b) members of the Board of Directors on May 3, 1994 (the "Incumbent Board")
cease to constitute a majority thereof (provided that persons subsequently
becoming directors with the approval of directors comprising at least
three-quarters of the Incumbent Board shall be considered as members of the
Incumbent Board).

TERMINATION OF EMPLOYMENT. Each option and right terminates at the earliest of
ten years after the date of grant, three years after retirement, immediately if
employment is terminated for cause, one month after any voluntary termination of
employment other than retirement (but the option in this case may only be
exercised to the extent it was exercisable on the date of termination of
employment), or any earlier time set by the Committee at the time of option or
right grant. Special provisions apply in the case of death of an optionee.
Restricted stock awards that have not vested at the time of termination of
employment will be forfeited.

FEDERAL INCOME TAX CONSEQUENCES. OPTIONS/ RIGHTS. An optionee will not incur
any U.S. federal income tax liability as a result of the grant of an incentive
stock option, nonstatutory stock option or right. As a general rule, an optionee
will not incur any federal income tax liability as a result of the exercise of
an incentive stock option (but certain optionees may be subject to the federal
alternative minimum tax upon such exercise). As a general rule, an optionee will
recognize ordinary income for the year in which the optionee exercises a
nonstatutory stock option. The amount of the income will be equal to the fair
market value of the shares acquired upon exercise (determined on the date of
exercise) over the amount paid for the shares. With respect to rights, an
optionee will generally recognize ordinary income upon the exercise of the
rights. The amount of the income will be equal to the excess of the fair market
value (determined on the date of exercise) of the number of shares which
corresponds with the number of rights being exercised over the aggregate
exercise price of the related option shares. The amounts of ordinary income
recognized by an optionee in connection with the exercise of options and rights
is generally treated as compensation and is subject to federal income tax
withholding and employment-related taxes. At the time of sale of shares acquired
upon exercise of an incentive stock option, the difference between the amount
paid for the shares and the sale price will be taxed at long-term capital gain
rates, provided that the shares have been held for at least one year after
exercise of the option and at least two years after the date of option grant.
Any earlier sale (disqualifying disposition) will cause the part of the gain
generally equal to the difference between the amount paid for the shares and
their value at the date of exercise to be taxed as ordinary income and the
balance at long-term capital gain rates if the shares have been held for at
least one year after exercise. At the time of sale of shares acquired

18
<PAGE>
upon exercise of a nonstatutory stock option or a right, the difference between
the value of the shares on the date of exercise and the sale price will be taxed
at long-term capital gain rates if the shares have been held for at least one
year after exercise.

The Company is generally entitled to a business expense deduction on its federal
income tax return in an amount corresponding to any amount an optionee is
required to report as ordinary income as a result of a disqualifying disposition
of incentive stock option shares or as a result of the exercise of a
nonstatutory stock option or right. The Company must generally comply with the
federal income tax withholding requirements in order to claim the corresponding
deduction.

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

PROGRAM PHILOSOPHY

The guiding philosophies of The St. Paul Companies' executive compensation
program are to:

- Provide an industry-competitive
compensation program, with an emphasis on incentive pay which links
pay to performance, both long-and short-term, and which provides the
opportunity to earn compensation above the competitive market when the
Company's performance exceeds that of its peers.

- Ensure that executive compensation,
over time, closely reflects long-term shareholder return.

The compensation of the Company's top executives is reviewed and approved by the
executive compensation committee, which is comprised ENTIRELY OF NON-EMPLOYEE
DIRECTORS. The committee has access to compensation consultants and survey
information on executive compensation levels in the property-liability insurance
industry.

PROGRAM ELEMENTS

There are three elements of the Company's executive compensation program:

- Base salary compensation.

- Annual incentive compensation.

- Long-term incentive compensation.

Base salary compensation for senior executives, including those listed in the
Summary Compensation Table, is targeted to be at the 50th percentile of
companies in our industry, such as Aetna, Chubb, CIGNA, CNA, Continental, USF&G,
Allstate, Crum & Forster, Travelers, Farmers Insurance, GEICO, Hartford, Kemper,
Liberty Mutual, Nationwide and State Farm ("Base Target Salary"). The first six
companies listed are included in the group of companies used in the combined
index of companies included in the total return graph on page 26. Actual base
salary levels generally vary between 80%-120% of this level based upon the
potential impact the individual has on the Company, the skills and experiences
the executive brings to the job, and the performance and potential of the
incumbent in the job.

Annual and long-term incentive compensation opportunities are set so that actual
payouts are very leveraged to performance (e.g., below 50th percentile
performance versus our industry peers will generate below 50th percentile
incentive compensation, while 75th percentile or above performance will yield
75th percentile or above incentive compensation).

19
<PAGE>
Annual incentive compensation for executive officers is based on established
performance goals, primarily corporate earnings per share and business unit
operating performance, and also includes an overall assessment by the executive
compensation committee of each executive's performance. Maximum annual incentive
opportunities for executive officers range from 50%-105% of annual base salary.
In addition to the five executive officers approximately 165 officers
participate in this plan with a maximum annual incentive opportunity ranging
from 15% to 50% of annual base salary. If the Annual Incentive Plan described on
pages 14 and 15 is approved by shareholders, selected executive officers will
participate in that Annual Incentive Plan rather than in this more broadly based
annual incentive program.

Long-term incentive compensation consists of a three-year cash incentive plan, a
stock option plan and restricted stock. (Subject to shareholder approval, future
stock option and restricted stock awards will be granted under the Company's
1994 Stock Incentive Plan. Shareholder approval of the Company's Long-Term
Incentive Plan is also being sought). Long-term incentive compensation is
offered only to those key employees who can make a material impact on the
Company's long-term performance.

- Long-term cash incentive awards are
currently earned based on the Company's three-year financial
performance as measured by return on equity and total shareholder
return as compared to a peer group of 12 companies(1) in our industry
(the "Peer Group"). 18 officers participate in this plan.

- The number of stock options
awarded to an executive is based on the executive's target option
level and the following factors, which are listed in order of relative
importance: the Company's return on equity and total shareholder
return, individual performance, individual responsibilities and
individual potential. Target option levels are established in
accordance with industry norms, as determined by an independent
compensation consultant. Grants generally range between 50%-150% of
the target levels, based on the factors listed above. Currently,
neither the number of options previously granted to nor the options
currently held by a potential recipient is considered when grants are
awarded. In future years, upon receipt of shareholder approval, stock
options to individuals will be limited. Stock options are granted at
the fair market value on the date of grant, carry a ten-year term,
and, beginning with options granted in 1994, vest one year after grant
date. Approximately 110 officers participate in this plan.

- Restricted stock is used very
selectively to attract and retain key executives. Over the last two years
approximately 7 officers have received restricted stock grants. The
total number of shares granted over the two years was 16,000 shares.

- ------------------------
(1)Aetna, AIG, Chubb, CIGNA, CNA, Continental, General Re, Lincoln National,
Ohio Casualty, Safeco, Travelers and USF&G.

20
<PAGE>
CHANGES TO THE COMPENSATION PROGRAM DURING THE LAST FISCAL YEAR

The Stock Option Plan was reviewed to ensure that grant guidelines were
competitive with the Peer Group and leveraged to performance. The grant
provisions were changed from immediate vesting to one year vesting.

$1 MILLION COMPENSATION LIMIT ON DEDUCTIBILITY

Section 162(m) of the Internal Revenue Code prohibits the Company from deducting
executive compensation in excess of $1 million, unless certain standards are
met, to its Chief Executive Officer or to any of the other four executive
officers named in the Summary Compensation Table. The Committee has determined
that it will make every reasonable effort, consistent with sound executive
compensation principles and the needs of the Company, to ensure that all amounts
paid to the Company's Chief Executive Officer or to any of the other named
executive officers are deductible by the Company.

CEO COMPENSATION

The methods for determining Mr. Leatherdale's Base Target Salary and
opportunities under the Company's annual and long-term incentive compensation
plans are described in the "Program Elements" section of this report.

Mr. Leatherdale's annualized base salary was $611,450 at the beginning of 1994.
In March of 1994, he received a salary increase of $73,550 per year. This salary
increase, which sets Mr. Leatherdale's salary at 100% of his Base Target Salary,
was based primarily on the Company's profitability in 1993.

Mr. Leatherdale has an annual incentive award maximum of 105% of base salary.
For 1993, Mr. Leatherdale received an annual incentive award of $556,420. The
award was based upon the Company's 1993 operating earnings of $8.55 per share
and the Board's overall assessment of his and the Company's performance.

Mr. Leatherdale received a $150,814 payout from the long-term cash incentive
plan in March of 1994. This payout was based on our 1991-1993 return on equity
and total shareholder return, which ranked fourth and ninth, respectively, as
compared to the Peer Group.

On February 1, 1994, Mr. Leatherdale was granted 22,100 stock options with an
exercise price of $86.375 per share. The number represents 130% of his target
option level, based on the previously described factors. Mr. Leatherdale's 1993
grant of 9,000 options represents 96% of his target level. Factors considered in
determining the size of the grant include the following, in order of relative
importance: the Company's return on equity and total shareholder return,
individual performance, individual responsibilities and individual potential.

OTHER NAMED OFFICER COMPENSATION

The other four named executive officers received salary increases ranging from
$14,980 to $40,000 effective in March of 1994. Those executive officers received
annual incentive awards for 1993 ranging from $95,689 to $257,400. They received
long-term incentive payouts ranging from $34,813 to $59,913, and stock option
grants, ranging from 3,750 to 10,400 shares. The criteria for payouts and grants
under these plans are the same as for the CEO.

The preceding report was issued by the Executive Compensation Committee
comprised of M. Bonsignore (Chairman), P. Grieve, R. Hale, B. MacLaury, I.
Martin and G. Nelson.

21
<PAGE>
The following table sets forth the cash and non-cash compensation for each of
the last three fiscal years awarded to or earned by the Chief Executive Officer
of the Company and the four other most highly compensated executive officers of
the Company.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
---------------------------------------
AWARDS PAYOUTS
------------------------- ------------
ANNUAL COMPENSATION (E) (F) (G)
(A) ---------------------------- RESTRICTED SECURITIES LONG-TERM (H)
NAME AND (C) STOCK UNDERLYING INCENTIVE ALL OTHER
PRINCIPAL (B) SALARY (D) AWARD(S) OPTIONS/ SARS PLAN PAYOUTS COMPENSATION
POSITION YEAR ($)(1) BONUS ($)(2) ($)(3) (#) ($)(4) ($)(5)
- ----------------- ---- -------- ------------ ---------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
D. W. Leatherdale 1993 $611,450 $ 556,420 $ 0 9,000 $ 150,814 $ 81,318
Chairman, 1992 $628,310 $ 0 $ 0 15,600 $ 134,917 $ 89,311
President and 1991 $564,940 $ 389,520 $ 48,516 17,030 $ 195,336
Chief Executive
Officer
P. A. Thiele 1993 $313,654 $ 257,400 $ 0 7,500 $ 59,913 $ 38,344
Executive Vice 1992 $290,769 $ 0 $ 0 6,500 $ 49,324 $ 59,285
President and 1991 $233,846 $ 129,326 $ 142,197 3,225 $ 61,364
Chief Financial
Officer
T. W. McKeown 1993 $315,000 $ 245,700 $ 0 5,000 $ 54,337 $ 45,398
Executive Vice 1992 $324,231 $ 0 $ 0 6,500 $ 50,160 $ 37,406
President and 1991 $292,308 $ 140,338 $ 13,728 5,790 $ 83,248
Chief
Administrative
Officer
J. F. Duffy 1993 $250,000 $ 133,333 $ 0 4,000 $ 54,337 $ 32,913
President--St. 1992 $259,616 $ 0 $ 0 2,500 $ 50,160 $ 34,975
Paul Reinsurance 1991 $246,423 $ 105,253 $ 10,781 3,860 $ 83,248
H. E. Dalton 1993 $206,786 $ 95,689 $ 0 1,500 $ 34,813 $ 28,608
Sr. Vice 1992 $205,923 $ 41,810 $ 0 2,600 $ 26,823 $ 21,943
President and 1991 $188,723 $ 67,005 $ 0 2,690 $ 41,336
Chief Accounting
Officer
<FN>
- ------------------------------
(1) Salaries in 1993 reflect 26 pay periods and salaries in 1992 reflect 27
pay periods.
(2) Amounts shown were earned in the year indicated and paid under the annual
incentive program in the immediately following year.
(3) As of December 31, 1993, Mr. Leatherdale and Mr. Thiele held 1,000 and
2,000 restricted shares, respectively, having market values of $89,875 and
$179,750, respectively. Mr. Leatherdale's restricted shares were received
in 1989 as part of a total award of 5,000 shares. Under the terms of that
award, 1,000 shares vest each year, upon the condition that he continues
to be employed by the Company. Under the terms of Mr. Thiele's 1991 award,
1,000 shares will vest in each of 1995 and 1996 if he is then employed by
the Company. With the exception of Mr. Thiele's 1991 award, all other
restricted stock awards reflected in this column were received by the
named executives to compensate them for
</TABLE>

22
<PAGE>
<TABLE>
<S> <C>
stock they would have received under the Company's Employee Stock
Ownership Plan but for Internal Revenue Code limitations. Shares received
were as follows: Mr. Leatherdale--675; Mr. Thiele--121; Mr. McKeown--191;
Mr. Duffy--150. All such shares vested three months after being granted.
Recipients of restricted stock awards are entitled to receive any
dividends paid on the shares.
(4) Amounts shown were earned based on Company performance over a rolling
three-year period ending in the year indicated. Payouts occurred in the
following year.
(5) Amounts shown in this column for the fiscal year ending December 31, 1993
consist of the following:
Savings Plus Preferred Stock Fund contributions (in the form of Series B
convertible preferred stock and cash, under the Preferred Stock Fund and
Benefit Equalization Plan, respectively) were made in the following
amounts for each executive officer: Mr. Leatherdale $22,012; Mr. Thiele
$10,079; Mr. McKeown $11,399; Mr. Duffy $8,999 and Mr. Dalton $7,200.
Common stock, with a fair market value of $19,105 on December 31, 1993,
was allocated by the Company under the Employee Stock Ownership Plan
(ESOP) to the ESOP accounts of Messrs. Leatherdale, Thiele, McKeown and
Dalton. Mr. Duffy's allocation had a fair market value of $18,956.
Cash payments were made by the Company to each of the named executive
officers in the amount of $26,203 for Mr. Leatherdale, $5,671 for Mr.
Thiele, $4,589 for Mr. McKeown, and $142 for Mr. Dalton in order to
compensate for a portion of their ESOP award which could not be granted in
stock under the ESOP plan due to U. S. tax law.
Under the Company's Executive Post-Retirement Life Insurance Plan,
insurance premiums were paid on behalf of each named executive officer in
the amount of $13,997 for Mr. Leatherdale, $3,487 for Mr. Thiele, $10,304
for Mr. McKeown, $4,957 for Mr. Duffy and $2,161 for Mr. Dalton. The plan
does not involve a split-dollar arrangement.
</TABLE>

23
<PAGE>
The following tables summarize option grants and exercises during fiscal 1993 to
or by the executive officers named in the Summary Compensation Table and the
value of the options held by such persons at the end of fiscal 1993.

OPTION & SAR GRANTS IN 1993

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- ------------------------------------------------------------------------------- POTENTIAL REALIZABLE
(C) VALUE AT ASSUMED ANNUAL
(B) % OF TOTAL RATES OF STOCK PRICE
SECURITIES OPTIONS APPRECIATION FOR
UNDERLYING AND SARS (D) OPTION TERM (2)
OPTIONS/ SARS GRANTED TO EXERCISE OR (E) ------------------------
(A) GRANTED (1) EMPLOYEES BASE PRICE EXPIRATION (F) (G)
NAME (NUMBER) IN 1993 ($/SHARE) DATE 5% ($) 10% ($)
- --------------------- ------------------ ----------- ----------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
D. W. Leatherdale 9,000 options 5.9% $ 79.00 02/01/03 $ 446,989 $ 1,132,669
P. A. Thiele 7,500 options 4.9% $ 79.00 02/01/03 $ 372,491 $ 943,891
T. W. McKeown 5,000 options 3.3% $ 79.00 02/01/03 $ 248,327 $ 629,261
J. F. Duffy 4,000 options 2.6% $ 79.00 02/01/03 $ 198,662 $ 503,409
H. E. Dalton 1,500 options 0.9% $ 79.00 02/01/03 $ 74,498 $ 188,778
<FN>
- ------------------------
(1) Options were granted and immediately became exercisable on February 2,
1993. No stock appreciation rights (SARs) were granted in 1993.
(2) Assumes options are held until the last date exercisable (2/1/03) and that
the stock price has appreciated at compound annual rates of 5% (column
(F)) and 10% (column (G)). Any such percentage increase would benefit all
shareholders in the same manner.
</TABLE>

AGGREGATED OPTION AND SAR EXERCISES IN 1993 AND 12-31-93 YEAR END
OPTION/SAR VALUES (1)

<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
SECURITIES UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS/ OPTIONS AND SARS AT
SARS AT 12/31/93 (#) - 12/31/93 ($) -
SHARES ACQUIRED ON VALUE EXERCISABLE(EX)/ EXERCISABLE(EX)/
NAME EXERCISE (#) REALIZED ($) UNEXERCISABLE(UNEX) UNEXERCISABLE(UNEX)
- ---------------------------------------- ------------------ ------------ ---------------------- -------------------
<S> <C> <C> <C> <C>
D. W. Leatherdale 0 $ 0 57,945(ex) 1$,422,141(ex)
0(unex) $0(unex)
P. A. Thiele 0 $0 20,855(ex) $408,127(ex)
0(unex) $0(unex)
T. W. McKeown 0 $0 27,875(ex) $708,759(ex)
0(unex) $0(unex)
J. F. Duffy 0 $ 0 20,490(ex) $567,561(ex)
0(unex) $0(unex)
H. E. Dalton 0 $ 0 13,105(ex) $367,283(ex)
0(unex) $0(unex)
<FN>
- ------------------------
(1) No SARs were outstanding during 1993.
</TABLE>

24
<PAGE>
The following table shows each potential Long-Term Incentive Plan award made to
the executive officers named in the Summary Compensation Table for the 1993
fiscal year.

LONG-TERM INCENTIVE PLAN--AWARDS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
(B) ESTIMATED FUTURE PAYOUTS UNDER
PERFORMANCE NON-STOCK PRICE-BASED PLANS
OR OTHER -----------------------------------
PERIOD UNTIL (C) (D) (E)
(A) MATURATION OR THRESHOLD TARGET MAXIMUM
NAME PAYOUT ($) ($) ($)
- --------------------- ------------- ----------- ---------- ----------
<S> <C> <C> <C> <C>
D. W. Leatherdale 12/31/95 $ 40,259 $ 208,004 $ 335,491
P. A. Thiele 12/31/95 $ 17,363 $ 89,707 $ 144,689
T. W. McKeown 12/31/95 $ 14,504 $ 74,939 $ 120,869
J. F. Duffy 12/31/95 $ 16,215 $ 83,777 $ 135,124
H. E. Dalton 12/31/95 $ 11,238 $ 58,065 $ 93,654
</TABLE>

These potential threshold, target and maximum awards under the Company's
Long-Term Incentive Plan are based on the executives' current and estimated
target salary levels. The goals for the applicable performance cycle are based
on a performance standard which is weighted 40% on the Company's return on
common equity and 60% on total shareholder return compared to that of the Peer
Group over a three-year time period ending December 31, 1995. Awards earned are
paid in cash during the quarter following the end of the applicable performance
cycle.

The following table shows estimated annual benefits payable upon retirement at
age 65 under all defined benefit plans of the Company.

PENSION PLAN TABLE

<TABLE>
<CAPTION>
YEARS OF SERVICE
----------------------------------------------------------
REMUNERATION 15 20 25 30 35
- ------------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
$ 125,000 $ 33,750 $ 45,000 $ 56,250 $ 67,500 $ 67,500
$ 150,000 40,500 54,000 67,500 81,000 81,000
$ 175,000 47,250 63,000 78,750 94,500 94,500
$ 200,000 54,000 72,000 90,000 108,000 108,000
$ 225,000 60,750 81,000 101,250 121,500 121,500
$ 250,000 67,500 90,000 112,500 135,000 135,000
$ 300,000 81,000 108,000 135,000 162,000 162,000
$ 350,000 94,500 126,000 157,500 189,000 189,000
$ 400,000 108,000 144,000 180,000 216,000 216,000
$ 450,000 121,500 162,000 202,500 243,000 243,000
$ 500,000 135,000 180,000 225,000 270,000 270,000
$ 1,000,000 270,000 360,000 450,000 540,000 540,000
$ 1,500,000 405,000 540,000 675,000 810,000 810,000
</TABLE>

All of the executive officers named in the Summary Compensation Table
participate in the Company's defined benefit pension plans. The amount of their
remuneration which is covered by the plans is the amount set forth in columns
(C) and (D) of the Summary Compensation Table. Plan benefits are calculated on
the basis of a life annuity and are subject to integration with Social Security.
Certain highly compensated Company employees may be entitled to slightly
increased benefits under the plans, based on a formula of either 55% of final
average compensation prorated over 30 years, without any integration with Social
Security (including Messrs. Leatherdale, Duffy and Dalton), or 60% of final
average compensation prorated over 30 years, subject to integration with Social
Security

25
<PAGE>
(Mr. McKeown). Based on those calculations, Messrs. Leatherdale, Duffy and
Dalton may be entitled to increased benefit amounts of approximately one percent
more than benefits represented in the Pension Plan Table, and Mr. McKeown may be
entitled to approximately six percent more in such benefits. These differing
payments are the result of their pension benefits being grandfathered under a
pension plan formula which was in place prior to 1989. The formula was changed
in 1989 to comply with Internal Revenue Code requirements. The current number of
credited years of service for those officers is as follows: Mr. Leatherdale--22;
Mr. Thiele--14; Mr. McKeown--16; Mr. Duffy--12; and Mr. Dalton--6. Retirement
benefits for all of these individuals are fully vested.

The following graph shows a five-year comparison of cumulative total returns for
the Company, the S&P 500 composite index and an index of peer companies selected
by the Company.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
THE ST. PAUL COMPANIES, INC.
S&P 500 INDEX AND COMBINED S&P PROPERTY-CASUALTY AND
MULTILINE INSURANCE INDEXES

[The following depiction of Shareholder Return shall not be deemed incorporated
by reference into any filing by the Company under the Securities Act of 1933, as
amended, or under the Securities Exchange Act of 1934, as amended.]

<TABLE>
<CAPTION>
ST. PAUL COMBINE S&P S&P 500
----------- --------------- -----------
<S> <C> <C> <C>
1988................................................................... 100 100 100
1989................................................................... 140.86 140.44 131.49
1990................................................................... 155.10 123.59 127.32
1991................................................................... 186.43 160.68 166.21
1992................................................................... 203.86 184.55 178.96
1993................................................................... 245.31 197.01 196.84
</TABLE>

Assumes $100 invested on December 31, 1988.

Companies in the combined S&P Property-Casualty and Multiline Insurance Indexes
are as follows: The St. Paul Companies, Inc., SAFECO Corporation, General Re
Corporation, Continental Corporation, USF&G Corporation, The Chubb Corporation,
Aetna Life and Casualty Company, American International Group, Inc., CIGNA
Corporation, and CNA Financial Corporation. Returns of each of the companies
included in the combined index have been weighted according to their respective
market capitalizations. This group of companies closely approximates the Peer
Group against which the Company compares its performance under its Long-Term
Incentive Plan.

26
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of
capital stock of the Company by each person known to own 5% or more of the
outstanding shares of each class of the Company's capital stock, each director
nominee of the Company, each of the executive officers of the Company included
in the Summary Compensation Table, and all director nominees and executive
officers of the Company as a group. Except as otherwise indicated, the
shareholders indicated in the table have sole voting and investment powers with
respect to the capital stock owned by them.

<TABLE>
<CAPTION>
PERCENT OF PERCENT OF CLASS OF
AMOUNT AND NATURE CLASS SERIES B
NAME AND ADDRESS OF OF BENEFICIAL OF COMMON CONVERTIBLE
BENEFICIAL OWNER OWNERSHIP STOCK PREFERRED STOCK (6)
- ------------------------------------------------------------ ------------------- ---------- --------------------
<S> <C> <C> <C>
First Bank System, Inc.
and Subsidiaries
601 2nd Avenue South
Minneapolis, MN 55402 3,742,295(1) 8.84 0
The Capital Group, Inc.
333 South Hope Street
Los Angeles, CA 90071 2,507,050(2) 5.92 0
Delaware Management
Company, Inc.
10 Penn Center Plaza
Philadelphia, PA 19103 2,797,231(3) 6.61 0
State Street Bank
and Trust Company
P.O. Box 1992
Boston, MA 02105 2,792,987(4) 6.28(4) 100(4)
D. W. Leatherdale 95,011(5) * 0
T. W. McKeown 43,670(5) * 0
P. A. Thiele 26,688(5) * 0
J. F. Duffy 32,176(5) * 0
H. E. Dalton 16,137(5) * 0
M. R. Bonsignore 2,062(5) * 0
J. H. Dasburg 500(5) * 0
W. J. Driscoll 6,562(5) * 0
M. S. Fowler 3,062(5) * 0
</TABLE>

27
<PAGE>
<TABLE>
<CAPTION>
PERCENT OF PERCENT OF CLASS OF
AMOUNT AND NATURE CLASS SERIES B
NAME AND ADDRESS OF OF BENEFICIAL OF COMMON CONVERTIBLE
BENEFICIAL OWNER OWNERSHIP STOCK PREFERRED STOCK (6)
- ------------------------------------------------------------ ------------------- ---------- --------------------
<S> <C> <C> <C>
P. M. Grieve 4,762(5) * 0
R. James 616(5) * 0
W. H. Kling 3,562(5) * 0
B. K. MacLaury 2,242(5) * 0
I. A. Martin 900(5) * 0
G. D. Nelson, M.D. 3,265(5) * 0
A. M. Pampusch, Ph.D. 2,630(5) * 0
All Director Nominees and Executive Officers as a Group (23
Persons) 300,482(5) * 0
<FN>
- ------------------------
* Indicates ownership of less than 1% of the Company's outstanding common
stock.
(1) These figures, as of December 31, 1993, were reported in a Schedule 13G
filed with the Securities and Exchange Commission. With respect to those
shares, First Bank System, Inc. and its subsidiaries (together the "First
Bank System") had sole power to direct the vote of 921,428 shares, shared
power to direct the vote of 2,753,972 shares, sole power to direct the
disposition of 777,760 shares and shared power to direct the disposition
of 2,896,261 shares. Of the total beneficially owned by First Bank System,
First Trust National Association ("First Trust"), a subsidiary of First
Bank System, beneficially owned 1,304,103 shares in its capacity as
trustee of the Company's Employee Stock Ownership Plan Trust. First Trust
has advised the Company that no beneficiary of any account for which it
acts as fiduciary owns beneficially through such account as much as 5% of
the outstanding common stock of the Company.
(2) These figures, as of December 31, 1993, were reported in a Schedule 13G
filed with the Securities and Exchange Commission. With respect to those
shares, the Capital Group, Inc. and related investment funds had sole
power to direct the vote of 87,550 shares and sole power to direct the
disposition of 2,507,050 shares.
(3) These figures, as of December 31, 1993, were reported in a Schedule 13G
filed with the Securities and Exchange Commission. With respect to those
shares, Delaware Management Company, Inc. and related investment funds had
sole power to direct the vote of 2,037,600 shares, sole power to direct
the disposition of 2,704,331 shares and shared power to direct the
disposition of 92,900 shares.
(4) These figures, calculated as of March 1, 1994, are based on information
provided by State Street Bank and Trust ("State Street"). Included in the
figure are 2,043,102 shares of the Company's common stock issuable upon
conversion of 1,021,551 shares of Series B convertible preferred stock
which State Street may be deemed to beneficially own in its capacity as
trustee of the Company's Savings Plus Preferred Stock Ownership Trust.
</TABLE>

28
<PAGE>
<TABLE>
<S> <C>
(5) Under the Company's Stock Option Plan, the named executive officers and
director nominees have the right to acquire beneficial ownership of the
following number of shares within 60 calendar days: Mr.
Leatherdale--53,863; Mr. McKeown--27,875; Mr. Thiele--20,855; Mr. Dalton--
13,105; Mr. Duffy--20,490; Mr. Bonsignore--1,500; Messrs. Driscoll,
Fowler, Grieve, Kling and MacLaury--2,000 each; Dr. Nelson--1,000; Dr.
Pampusch--1,900; Messrs. James and Martin-- 500 each; and all director
nominees and executive officers as a group--191,210. These shares are
included in the totals shown for each individual and the group of all
director nominees and executive officers.
The following number of restricted shares are held, as of March 1, 1994,
by the Company under its Restricted Stock Award Plan and Non-Employee
Director Stock Retainer Plan, for the named executive officers and
director nominees: Mr. Thiele--2,000; Dr. Pampusch--430; Dr. Nelson-- 265;
Mr. MacLaury--142; and Messrs. Bonsignore, Driscoll, Fowler, Grieve, and
Kling--562 each. Those director nominees and executive officers have sole
voting power and no investment power with respect to those shares.
Under the Company's Directors' Deferred Compensation Plan, participating
non-officer directors are eligible to defer directors' fees to prime rate
and/or common stock equivalent accounts. Directors electing common stock
equivalents have their deferred accounts credited with the number of
common shares of the Company which could have been purchased with the fees
on the date they were deferred. This is a "phantom" arrangement and no
common shares are actually purchased or held for any director's account.
However, dividends on phantom shares are credited to participating
directors' accounts and the value of a participating directors' common
stock account fluctuates with changes in the market value of the Company's
common stock. As of December 31, 1993, the following directors had phantom
shares credited to their common stock account in this plan: Mr.
Bonsignore--607 shares; Mr. Grieve--4,840 shares; Mr. MacLaury--307
shares; and Dr. Pampusch--200 shares.
Under the Company's Employee Stock Ownership Plan ("ESOP"), the following
number of shares of common stock have been allocated to the ESOP accounts
of the following executive officers--Mr. Leatherdale--1,501; Mr.
McKeown--1,032; Mr. Thiele--1,094; Mr. Dalton-- 1,171; Mr. Duffy--1,223;
and all executive officers as a group--10,142. These shares are included
in the totals shown for each executive officer and for all executive
officers as a group. Employees (including executive officers) have sole
voting power and no investment power over shares allocated to their ESOP
accounts, except that participants age 55 and over may elect to diversify
a portion of their ESOP account into investments offered through the
Savings Plus Plan or otherwise.
(6) Under the Company's Savings Plus Preferred Stock Ownership Plan ("PSOP")
(the following number of Series B convertible preferred shares have been
allocated to the PSOP accounts of the following executive officers: Mr.
Leatherdale--64 shares; Mr. McKeown--62 shares; Mr. Thiele--114 shares;
Mr. Dalton--63 shares; Mr. Duffy--62 shares; and all executive officers as
a group--785 shares. Each share of Series B preferred stock is convertible
into and votes as if it were two shares of the Company's common stock.
These shares, as if converted to common stock, are included in the totals
shown for each executive officer and for all executive officers as a
group. Employees (including executive officers) have sole voting power and
no investment power over
</TABLE>

29
<PAGE>
<TABLE>
<S> <C>
shares allocated to their PSOP accounts. In addition, under the Company's
Benefit Equalization Plan, the following number of "phantom" Series B
convertible preferred shares have been allocated to the accounts of the
following executive officers: Mr. Leatherdale--325 shares; Mr.
McKeown--140 shares; Mr. Thiele--40 shares; Mr. Dalton--69 shares; Mr.
Duffy-- 110 shares; and all executive officers as a group--723 shares.
</TABLE>

SHAREHOLDER PROPOSALS--1995 ANNUAL MEETING

If any shareholder wishes to propose a matter for consideration at the Company's
Annual Meeting of Shareholders scheduled to be held on May 2, 1995, the proposal
should be mailed by Certified Mail-Return Receipt Requested to the Company's
Corporate Secretary, 385 Washington Street, St. Paul, Minnesota 55102. A
proposal must be received by the Company by December 1, 1994 in order to be
considered for inclusion in the Company's 1995 Annual Meeting Proxy Statement
and form of proxy to be mailed in March of 1995.

OTHER BUSINESS

The Board of Directors does not know of any other matters to be brought before
the meeting. If other matters are presented, the proxy holders have
discretionary authority to vote all proxies in accordance with their best
judgment.

[GRAPHIC]
Bruce A. Backberg St. Paul, Minnesota
Vice President and March 16, 1994
Corporate Secretary
By Authority of the
Board of Directors
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 1993, INCLUDING FINANCIAL STATEMENTS AND SCHEDULES THERETO,
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, IS AVAILABLE WITHOUT
CHARGE TO SHAREHOLDERS UPON WRITTEN REQUEST ADDRESSED TO:
BRUCE A. BACKBERG
VICE PRESIDENT AND CORPORATE SECRETARY
THE ST. PAUL COMPANIES, INC.
385 WASHINGTON STREET
ST. PAUL, MINNESOTA 55102

30
<PAGE>
THE ST. PAUL COMPANIES, INC.
1994 STOCK INCENTIVE PLAN

1. PURPOSE. The purposes of The St. Paul Companies, Inc. 1994 Stock
Incentive Plan (the "Plan") are (i) to promote the interests of The St. Paul
Companies, Inc. (the "Company") and its shareholders by attracting and
retaining key officers and Non-Employee Directors of the Company and its
subsidiaries upon whom major responsibilities rest for the successful
administration and management of the Company's business, (ii) to provide such
officers and Non-Employee Directors with incentive-based compensation in the
form of Company stock, which is supplemental to any other compensation or
benefit plans, based upon the Company's sustained financial performance, (iii)
to encourage decision making based upon long-term goals and (iv) to align the
interest of such officers and Non-Employee Directors with that of the Company's
shareholders by encouraging them to acquire a greater ownership position in the
Company.

2. DEFINITIONS. Wherever used herein, the following terms shall have the
respective meanings set forth below:

"Award" means an award to a Participant made in accordance with the terms
of the Plan.

"Board" means the Board of Directors of the Company.

"Committee" means the Executive Compensation Committee of the Board, or a
subcommittee of that committee.

"Common Stock" means the common stock of the Company.

"Disinterested Person" means "disinterested person" as defined in Rule
16b-3 of the Securities and Exchange Commission, as amended from time to time,
and, generally, means any member of the Board who is not at the time of acting
on a matter, and within the previous year has not been, an officer of the
Company or a subsidiary.

"Participant" means an employee of the Company or its subsidiaries who is
selected by the Committee to participate in the Plan or a Non-Employee Director
who is granted options under the provisions of Section 20 and/or Section 21 of
the Plan.

3. SHARES SUBJECT TO THE PLAN. Subject to adjustment as provided in
Section 16, the number of shares of Common Stock which shall be available and
reserved for the grant of Awards under the Plan shall not exceed two million
(2,000,000) (or four million (4,000,000) if the Board and the shareholders, at
their May 3, 1994 meeting, approve the two-for-one stock split described in
the proxy statement

<PAGE>

for the May 3, 1994 annual meeting of the shareholders of the
Company (the "Stock Split")). The shares of Common Stock issued under the
Plan will come from authorized and unissued shares. Shares of Common Stock
subject to an Award that expires unexercised, that is forfeited, terminated or
canceled, in whole or in part, shall thereafter again be available for grant
under the Plan. No more than twenty per cent (20%) of all shares subject to
the Plan may be granted to Participants as restricted stock.

4. ADMINISTRATION. The Plan shall be administered by the Committee.
A majority of the Committee shall constitute a quorum, and the acts of a
majority shall be the acts of the Committee.

Subject to the provisions of the Plan and except where inconsistent with
the provisions of Section 20, 21 and 22 of the Plan, the Committee shall
(i) select the Participants, determine the type of Awards to be made to
Participants, determine the shares subject to Awards, and (ii) have the
authority to interpret the Plan, to establish, amend, and rescind any rules and
regulations relating to the administration of the Plan, to determine the terms
and provisions of any agreements entered into hereunder, and to make all other
determinations necessary or advisable for the administration of the Plan. The
Committee may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or in any Award in the manner and to the extent it
shall deem desirable to carry it into effect. The determinations of the
Committee in the administration of the Plan, as described herein, shall be final
and conclusive.

5. ELIGIBILITY. Non-Employee Directors shall become Participants under
the provisions of Section 20 of the Plan and may become Participants under
Section 21 of the Plan. In addition, the Committee shall select from time to
time as Participants in the Plan such officers of the Company or its
subsidiaries who are responsible for the management of the Company or a
subsidiary or who are expected to contribute in a substantial measure to the
successful performance of the Company. No employee shall have at any time the
right (i) to be selected as a Participant, (ii) to be entitled to an Award, or
(iii) having been selected for an Award, to receive any further Awards.

6. AWARDS. Awards under the Plan may consist of: stock options (either
incentive stock options, within the meaning of Section 422 of the Internal
Revenue Code, or nonstatutory stock options), Rights and restricted stock.
Awards of restricted stock may provide the Participant with dividends or
dividend equivalents and voting rights prior to vesting (whether based on a
period of time or based on attainment of specified performance conditions).

7. STOCK OPTIONS. The Committee shall establish the option price at
the time each stock option is granted, which price shall not be less than the
closing price of a share of the Common Stock on the New York Stock Exchange on
the date of grant, or the fair market value of a share of the Common Stock if
it is not so listed,

<PAGE>

as determined by the Committee. Stock options shall be exercisable for such
period as specified by the Committee, but in no event may options become
exercisable less than one year after the date of grant (except in the case of a
Change of Control) or be exercisable for a period of more than ten (10) years
after their date of grant. The option price of each share as to which a stock
option is exercised shall be paid in full at the time of such exercise. Such
payment shall be made in cash (including check, bank draft or money order), by
tender of shares of Common Stock owned by the Participant valued at fair market
value as of the date of exercise, subject to such guidelines for the tender of
Common Stock as the Committee may establish, in such other consideration as the
Committee deems appropriate, or by a combination of cash, shares of Common Stock
and such other consideration. No Participant may be granted Awards of stock
options with respect to more than four hundred thousand (400,000) shares (eight
hundred thousand (800,000) shares if the Stock Split is approved) of Common
Stock during the term of the Plan, subject to adjustment as provided in
Section 16.

8. STOCK APPRECIATION RIGHTS. Stock appreciation, or similar rights
(each a "Right") may be granted either concurrently with or subsequent to the
date of grant of the related stock option. A Right shall entitle the
Participant to receive from the Company an amount equal to the increase of the
fair market value of one (1) share of Common Stock on the date of exercise of
the Right over the fair market value of one (1) share of Common Stock on the
date of grant. The Committee shall determine in its sole discretion whether
the Right shall be settled in cash, Common Stock or a combination of cash and
Common Stock. In no event may Rights with respect to more than four hundred
thousand (400,000) shares (eight hundred thousand (800,000) shares if the Stock
Split is approved) of Common Stock in the aggregate be granted to any
Participant during the term of the Plan, subject to adjustment as provided in
Section 16.

9. TERMINATION OF STOCK OPTIONS AND RIGHTS. Each option and any related
Rights shall terminate:

If the Participant is then living, at the earliest of the following times:

(i) ten (10) years after the date of grant of the option;

(ii) three (3) years after termination of employment because of retirement;

(iii) one (1) month after termination of employment other than termination
because of retirement or through discharge for cause provided, however,
that if any option is not fully exercisable at the time of such termination
of employment, such option shall expire on the date of such termination of
employment to the extent not then exercisable;

(iv) immediately upon termination of employment through discharge for
cause; or

<PAGE>

(v) any other time set forth in the agreement describing and setting the
terms of the Award, which time shall not exceed ten (10) years after the
date of grant.

If the Participant dies while employed by the Company or any subsidiary, or
if no longer so employed dies prior to termination of the entire option
under Section 9 (ii) or (iii) hereof, the Participant's options and Rights
shall terminate one (1) year after the date of death, but subject to
earlier termination pursuant to Section 9 (i) or (v). However,
notwithstanding the provisions of Section 9 (v), to the extent an option is
exercisable on the date of the Participant's death, it shall remain
exercisable until the earlier of one hundred eighty (180) days following
the date of death or ten (10) years after the date of grant. To the extent
an option is exercisable after the death of the Participant, it may be
exercised by the person or persons to whom the Participant's rights under
the agreement have passed by will or by the applicable laws of descent and
distribution.

10. RESTRICTED STOCK. Restricted stock may be granted in the form of
actual shares of Common Stock which shall be evidenced by a certificate
registered in the name of the Participant but held by the Company until the end
of the restricted period. Any employment conditions, performance conditions
and the length of the period for vesting of restricted stock shall be
established by the Committee in its discretion. In no event will Awards of
restricted stock to any one Participant total more than fifty thousand (50,000)
shares (one hundred thousand (100,000) shares if the Stock Split is approved)
of Common Stock during the term of the Plan, subject to adjustment as provided
in Section 16. Any performance conditions applied to any Award of restricted
stock may include earnings per share, net income, operating income, total
shareholder return, market share, return on equity, achievement of profit or
revenue targets by a business unit, or any combination thereof. No Award of
restricted stock may vest earlier than one year from the date of grant (except
in the case of a Change of Control).

11. AGREEMENTS. Each Award under the Plan shall be evidenced by an
agreement setting forth the terms and conditions, as determined by the
Committee, which shall apply to such Award, in addition to the terms and
conditions specified in the Plan.

12. CHANGE OF CONTROL. In the event of a Change of Control, as
hereinafter defined, (i) all Rights shall become exercisable in full, (ii) the
restrictions applicable to all shares of restricted stock shall lapse and such
shares shall be deemed fully vested; and (iii) subject to any limitations set
forth in agreements documenting any stock option Awards, all stock options
shall become immediately exercisable in full. The Committee may, in its
discretion, include such further provisions and limitations in any agreement
documenting such Awards as it may deem equitable and in the best interests of
the Company.

<PAGE>

"Change of Control" means a change of control of the Company of a nature
that would be required to be reported (assuming such event has not been
"previously reported") in response to Item 1(a) of the Current Report on Form
8-K, as in effect on May 3, 1994, pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934; provided that, without limitation, such a
change in control shall be deemed to have occurred at such time as (a) any
"person" within the meaning of Section 14(d) of the Securities Exchange Act of
1934, other than the Company, a subsidiary or any employee benefit plan(s)
sponsored by the Company or any subsidiary is or becomes the "beneficial owner"
(as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly
or indirectly, of fifty per cent (50%) or more of the Common Stock; or (b)
individuals who constitute the Board on May 3, 1994, cease for any reason to
constitute at least a majority thereof, provided that any person becoming a
director subsequent to May 3, 1994, whose election, or nomination for election
by the Company's shareholders, was approved by a vote of at least three
quarters of the directors comprising the Board on May 3, 1994 (either by a
specific vote or by approval of the proxy statement of the Company in which
such person is named as a nominee for director, without objection to such
nomination) shall be, for purposes of this clause (b), considered as though such
person were a member of the Board on May 3, 1994.

13. WITHHOLDING. The Company and its subsidiaries shall have the right
to deduct from any payment to be made pursuant to the Plan, or to require prior
to the issuance or delivery of any shares of Common Stock or the payment of
cash under the Plan, any taxes required by law (whether federal, state, local
or foreign) to be withheld therefrom. The Committee may, in its discretion,
permit a Participant to elect to satisfy such withholding obligation by having
the Company retain the number of shares of Common Stock whose fair market value
equals the amount required to be withheld. Any fraction of a share of Common
Stock required to satisfy such obligation shall be disregarded and the amount
due shall instead be paid in cash to the Participant.

14. NONTRANSFERABILITY. No amount payable or other right under the Plan
shall be subject in any manner to alienation, sale, transfer, assignment,
bankruptcy, pledge, attachment, charge or encumbrance of any kind nor in any
manner be subject to the debts or liabilities of any person, except by will or
the laws of descent and distribution, and any attempt to so alienate or subject
any such amount, whether presently or thereafter payable, or any such right
shall be void.

15. NO RIGHT TO EMPLOYMENT. No person shall have any claim or right to
be granted an Award, and the grant of an Award shall not be construed as giving
a Participant the right to continue in the employ of the Company or its
subsidiaries. Further, the Company and its subsidiaries expressly reserve the
right at any time to dismiss a Participant without any liability, or any claim
under the Plan, except as provided herein or in any agreement entered into
hereunder.

<PAGE>

16. ADJUSTMENT OF AND CHANGES IN COMMON STOCK. In the event of any
stock dividend or split, recapitalization, merger, consolidation, spin-off,
combination or exchange of shares or other change in the corporate structure or
shares of stock of the Company, or any distributions to common shareholders
other than regular cash dividends, the Committee may make such substitution or
adjustment, if any, as it deems to be equitable, as to the number or kind of
shares of Common Stock or other securities issued or reserved for issuance
pursuant to the Plan and to outstanding Awards.

17. AMENDMENT. The Board may amend, suspend or terminate the Plan or
any portion thereof at any time, provided that (i) no amendment shall be made
without stockholder approval if such approval is necessary in order for the
Plan to continue to comply with Rule 16b-3 under the Securities Exchange Act of
1934 and (ii) no amendment, suspension or termination may adversely affect any
outstanding Award without the consent of the Participant to whom such Award was
made. Section 20 of this Plan may not be amended more than once every six
months, other than to comport with changes in the Internal Revenue Code, the
Employee Retirement Income Security Act, or the rules thereunder.

18. GOVERNING LAW. The Plan shall be construed and its provisions
enforced and administered in accordance with the laws of the State of Minnesota.

19. EFFECTIVE DATE. The Plan shall be effective as of May 4, 1994.
Subject to earlier termination pursuant to Section 17, the Plan shall have a
term of ten (10) years from its effective date.

20. AUTOMATIC GRANT TO NON-EMPLOYEE DIRECTORS. Commencing with the first
meeting of the Board in November 1994, each year on the date of the first
meeting of the Board in November of each such year, each Non-Employee Director
who is a director of the Company as of such date shall, without any Committee
action, automatically be granted a stock option to purchase five hundred (500)
shares (one thousand (1,000) shares if the Stock Split is approved) of Common
Stock (subject to adjustment upon changes in capitalization of the Company as
provided in Section 16 of the Plan). Each such option shall be evidenced by
and subject to the provisions of an agreement setting forth the terms described
in Section 22 and such additional terms of the Plan as are not inconsistent with
the terms of Section 22.

21. DISCRETIONARY GRANT TO NON-EMPLOYEE DIRECTORS. The Board may,
subsequent to the effective date of the Plan, permit Non-Employee Directors to
choose to receive all or a portion of their basic annual retainer in the form
of stock options valued in accordance with a method deemed appropriate by the
Committee. Each such option shall be evidenced by and subject to the provisions
of an agreement setting forth the terms described in Section 22 and such
additional terms of the Plan as are not inconsistent with the terms of
Section 22.

<PAGE>

22. NON-EMPLOYEE DIRECTOR OPTIONS. Options granted pursuant to Section
20 or 21 shall have an exercise price per share equal to 100% of the fair market
value of one (1) share of Common Stock on the date the option is granted, shall
become exercisable in full one (1) year after the date of grant, and shall
remain exercisable until terminated in accordance with Section 9 of the Plan,
provided that (i) Section 9(iii) shall be applied without regard to the words
"or through discharge for cause," (ii) Sections 9(iv) and (v) shall not be
applicable and (iii) references in Section 9 to "employment" and "termination of
employment" shall, for the purposes of Sections 20 and 21, refer to "service as
a director" and "termination of service as a director."

Payment of the exercise price of the shares to be purchased under options
granted under Section 20 and 21 must be made in cash only (including check, bank
draft or money order) at the time of exercise of such option.

The provisions of Sections 20 and 21 shall control with respect to options
granted under either Section 20 or 21, respectively, over any other
inconsistent provisions of the Plan. It is intended that the provisions of
Sections 20 and 21 shall not cause the Non-Employee Directors to cease to be
considered Disinterested Persons and, as a result, the provisions of Sections
20 and 21 shall be interpreted to be consistent with the foregoing intent.

Non-Employee Directors may not be granted options under the Plan other than
pursuant to the provisions of Section 20 and 21. No Rights may be granted to
Non-Employee Directors.

<PAGE>

PROXY

THE ST. PAUL COMPANIES, INC.

FOR ANNUAL MEETING OF SHAREHOLDERS--MAY 3, 1994
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Douglas W. Leatherdale, Bruce A. Backberg and
Andrew I. Douglass, or any one or more of them, with power of substitution,
attorneys and proxies to represent the undersigned at the Annual Meeting of
Shareholders of The St. Paul Companies, Inc. to be held on May 3, 1994 at 2:00
P.M. (Central Daylight Time) at the office of the Company, 385 Washington
Street, St. Paul, Minnesota, and at any adjournments thereof, with all power
which the undersigned would possess if personally present, and to vote all
shares of stock which the undersigned may be entitled to vote at said meeting
as indicated in this proxy.

Nominees: Michael R. Bonsignore, John H. Dasburg, W. John Driscoll, Mark S.
Fowler, Pierson M. Grieve, Ronald James, William H. Kling, Douglas W.
Leatherdale, Bruce K. MacLaury, Ian A. Martin, Glen D. Nelson, Anita M.
Pampusch, and Patrick A. Thiele.

(IN ADDITION TO THE SHARES HELD IN THE NAME OF THE SHAREHOLDER(S), THE NUMBER
OF SHARES SHOWN ON THE REVERSE SIDE HEREOF WILL INCLUDE ANY SHARES PURCHASED
FOR THE SHAREHOLDER(S) IN THE COMPANY'S DIVIDEND REINVESTMENT PLAN AND HELD BY
FIRST CHICAGO TRUST COMPANY OF NEW YORK UNDER THE PLAN.)

SEE REVERSE SIDE

<PAGE>

/ x / Please mark your votes as in this example. 6609

THE PROXIES ARE INSTRUCTED TO VOTE MY SHARES AS FOLLOWS:

SHARES WILL BE VOTED AS INSTRUCTED, BUT IF NO INSTRUCTION IS GIVEN, SHARES WILL
BE VOTED FOR ALL OF THE NOMINEES FOR DIRECTOR NAMED IN THE PROXY STATEMENT, FOR
THE PROPOSALS DESCRIBED IN THE PROXY STATEMENT (DESIGNATED AS PROPOSALS 2
THROUGH 8) AND WITH DISCRETIONARY AUTHORITY UPON SUCH OTHER MATTERS AS MAY COME
BEFORE THE MEETING.

1. Election of FOR WITHHELD
DIRECTORS
(see reverse) _____ ______

For, except vote withheld from the following nominee(s):

__________________________________________________________________

2. Proposal to ratify the selection of KPMG Peat Marwick as the
independent auditors of the Company.