<PAGE>
As filed with the Securities and Exchange Commission on February 20, 1996
Registration No. 33-________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
------------------------
THE ST. PAUL COMPANIES, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 41-0518860
(State of incorporation) (I.R.S. Employer
Identification No.)
------------------------
385 Washington Street
St. Paul, Minnesota 55102
(612) 221-7911
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
------------------------
THE ST. PAUL (UK) 1988 SHARE OPTION SCHEMES
(Full title of the plans)
------------------------
Bruce A. Backberg, Esq.
Vice President and Corporate Secretary
The St. Paul Companies, Inc.
385 Washington Street
St. Paul, Minnesota 55102
(612) 221-7911
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
------------------------
Approximate date of commencement of proposed sale to the public:
Immediately upon the filing of this Registration Statement
------------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed
maximum Proposed
Title of offering maximum Amount of
securities to be Amount to be price aggregate registration
registered registered (1) per share(2) offering price(2) fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
no par value
per share(3) . . . 250,000 shares $58.9375 $14,734,375 $5,081
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended, this Registration Statement includes an indeterminate number
of additional shares as may be issuable as a result of anti-dilution
provisions described herein.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee, on the basis of the average of the high and low
prices of the Registrant's Common Stock on the New York Stock Exchange
on February 14, 1996.
(3) Each share of Common Stock includes a right to purchase a fractional
share of the Registrant's Series A preferred stock.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated by reference in this Registration
Statement: (1) the Company's Annual Report on Form 10-K for the year ended
December 31, 1994 (File No. 0-3021); (2) the Company's Quarterly Reports on Form
10-Q for the periods ended March 31, June 30, and September 30, 1995 (File No.
0-3021); (3) all other reports filed by the Company pursuant to Sections 13 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since December 31, 1994; (4) the description of the Company's Common Stock
contained in its Registration Statement on Form 8-A, including any amendments or
reports filed for the purpose of updating such description; and (5) the
description of the Company's Series A preferred stock and rights to purchase
Series A preferred stock contained in its Registration Statement on Form 8-A,
including any amendments or reports filed for the purpose of updating such
description.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all shares of Common Stock offered pursuant to this
Registration Statement have been sold or that deregisters all shares of Common
Stock then remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of filing of
such documents.
The financial statements of The St. Paul Companies, Inc. incorporated
by reference in this Registration Statement have been audited by KPMG Peat
Marwick LLP, independent certified public accountants, for the periods indicated
in their report thereon which is incorporated by reference in the Annual Report
on Form 10-K for the year ended December 31, 1994. The financial statements
audited by KPMG Peat Marwick LLP have been incorporated herein by reference in
reliance on their report given on their authority as experts in accounting and
auditing. To the extent that KPMG Peat Marwick LLP audits and reports on the
financial statements of The St. Paul Companies, Inc. issued at future dates, and
consents to the use of their reports thereon, such financial statements also
will be incorporated by reference in the Registration Statement in reliance upon
their reports and said authority.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable -- the Company's Common Stock and Series A preferred
stock have been registered under Section 12 of the Exchange Act as described in
Item 3 of this Part II.
1
<PAGE>
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Minnesota Statute Section 302A.521 provides that a Minnesota business
corporation shall indemnify any director, officer, or employee of the
corporation made or threatened to be made a party to a proceeding, by reason of
the former or present official capacity (as defined) of the person, against
judgments, penalties, fines, settlements and reasonable expenses incurred by the
person in connection with the proceeding if certain statutory standards are met.
"Proceeding" means a threatened, pending or completed civil, criminal,
administrative, arbitration or investigative proceeding, including one by or in
the right of the corporation. Section 302A.521 contains detailed terms
regarding such right of indemnification and reference is made thereto for a
complete statement of such indemnification rights.
The Bylaws of the Company provide, subject to certain exceptions, that
directors and officers of the Company and certain others shall be indemnified by
the Company to the fullest extent permitted or required by Minnesota Statute
Section 302A.521.
The Company maintains directors' and officers' liability insurance,
including a reimbursement policy in favor of the Company.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
4.1 Articles of Incorporation of the Company (incorporated by reference to
Exhibit 3 (i) to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1995 (File No. 0-3021)).
4.2 Bylaws of the Company (incorporated by reference to Exhibit 3 (ii) to
the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1994 (File No. 0-3021)).
4.3 Amended and Restated Shareholder Protection Rights Agreement
(incorporated by reference to Exhibit 4(i) to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1995 (File No. 0-
3021)).
5.1 Opinion and Consent of Bruce A. Backberg, Esq.
23.1 Consent of Bruce A. Backberg, Esq. (included in Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP, Independent Certified Public
Accountants.
24.1 Powers of Attorney.
28.1 Information from Reports Furnished to State Insurance Regulatory
Authorities.
99.1 The St. Paul (UK) 1988 Share Option Schemes.
2
<PAGE>
Item 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represents a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
3
<PAGE>
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Paul, State of Minnesota, on February 19, 1996.
THE ST. PAUL COMPANIES, INC.
By /s/ Bruce A. Backberg
----------------------------------------------
Bruce A. Backberg
Vice President and Corporate Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons and in the
capacities indicated on February 19, 1996.
/s/ Douglas W. Leatherdale* Chairman, President and Chief Executive
- ------------------------------ Officer (Principal Executive Officer)
Douglas W. Leatherdale
/s/ Patrick A. Thiele* Executive Vice President and
- ------------------------------ Chief Financial Officer (Principal Financial
Patrick A. Thiele Officer) and a Director
/s/ Howard E. Dalton* Senior Vice President and Chief Accounting
- ------------------------------ Officer (Principal Accounting Officer)
Howard E. Dalton
/s/ Michael R. Bonsignore* Director
- ------------------------------
Michael R. Bonsignore
/s/ John H. Dasburg* Director
- ------------------------------
John H. Dasburg
/s/ W. John Driscoll* Director
- ------------------------------
W. John Driscoll
/s/ Pierson M. Grieve* Director
- ------------------------------
Pierson M. Grieve
/s/ Ronald James* Director
- ------------------------------
Ronald James
/s/ William H. Kling* Director
- ------------------------------
William H. Kling
5
<PAGE>
/s/ Bruce K. MacLaury* Director
- ------------------------------
Bruce K. MacLaury
/s/ Ian A. Martin* Director
- ------------------------------
Ian A. Martin
/s/ Glen D. Nelson, M.D. * Director
- ------------------------------
Glen D. Nelson, M.D.
/s/ Anita M. Pampusch* Director
- ------------------------------
Anita M. Pampusch, Ph.D.
/s/ Gordan M. Sprenger* Director
- ------------------------------
Gordan M. Sprenger
*By /s/ Bruce A. Backberg
--------------------------
Bruce A. Backberg
Attorney-in-Fact
6
<PAGE>
INDEX TO EXHIBITS
Item No. Item Method of filing
- -------- ---- ----------------
4.1 Articles of Incorporation of the Company..... Incorporated by
reference to Exhibit 3
(i) to the Company's
Quarterly Report on
Form 10-Q for the
quarter ended June 30,
1995 (File
No. 0-3021).
4.2 Bylaws of the Company........................ Incorporated by
reference to Exhibit 3
(ii) to the Company's
Quarterly Report on
Form 10-Q for the
quarter ended March 31,
1994 (File
No. 0-3021).
4.3 Amended and Restated Shareholder
Protection Rights Agreement.................. Incorporated by
reference to Exhibit
4(i) to the Company's
Quarterly Report on
Form 10-Q for the
quarter ended June 30,
1995 (File
No. 0-3021).
5.1 Opinion and Consent of Bruce A. Backberg,
Esq.......................................... Filed herewith.
23.1 Consent of Bruce A. Backberg, Esq............ Included in
Exhibit 5.1.
23.2 Consent of KPMG Peat Marwick LLP,
Independent Certified Public Accountants..... Filed herewith.
24.1 Powers of Attorney........................... Filed herewith.
28.1 Information from Reports Furnished
to State Insurance Regulatory Authorities.... Incorporated by
reference to Exhibit 28
to the Company's Annual
Report on Form 10-K for
the year ended
December 31, 1994
(File No. 0-3021).
99.1 The St. Paul (UK) 1988 Share Option Schemes.. Filed herewith.
<PAGE>
EXHIBIT 5.1
February 19, 1996
The St. Paul Companies, Inc.
385 Washington Street
St. Paul, MN 55102
Re: Registration Statement on Form S-8
Gentlemen:
I have acted as counsel to The St. Paul Companies, Inc., a Minnesota corporation
(the "Company"), in connection with the registration by the Company of 250,000
shares of the Company's Common Stock, no par value (the "Shares"), pursuant to
the Company's Registration Statement on Form S-8 filed with the Securities and
Exchange Commission on February 20, 1996 (the "Registration Statement").
In this connection, I have examined originals or copies, certified or otherwise
identified to my satisfaction, of such corporate records, certificates and
written and oral statements of officers and accountants of the Company and of
public officials, and other documents that I have considered necessary and
appropriate for this opinion.
In connection with my examination, I have assumed the genuineness of all
signatures, the authenticity of all documents tendered to me as originals, the
legal capacity of all natural persons, and the conformity to original documents
of all documents submitted to me as certified or photostatic copies.
Based on the foregoing, it is my opinion that:
1. The Company has corporate authority to issue the Shares in the manner
and under the terms set forth in the Registration Statement.
2. The 250,000 shares of Common Stock that are being registered for sale by
the Company under the Registration Statement have been duly authorized
and, when issued, delivered and paid for in accordance with the Plan
referred to in the Registration Statement, will be validly issued, fully
paid and nonassessable.
<PAGE>
THE ST. PAUL COMPANIES, INC.
FEBRUARY 19, 1996
PAGE 2
I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to its use as part of the Registration Statement.
Very truly yours,
/s/ Bruce A. Backberg
Bruce A. Backberg, Esq.
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
The St. Paul Companies, Inc.:
We consent to the use of our reports incorporated herein by reference and to the
reference to our firm under the heading "Incorporation of Documents By
Reference" in the Registration Statement.
KPMG Peat Marwick LLP
Minneapolis, Minnesota
February 19, 1996
<PAGE>
POWER OF ATTORNEY Exhibit 24.1
KNOW ALL MEN BY THESE PRESENTS, That I, the undersigned, Chairman, President,
Chief Executive Officer and director of The St. Paul Companies, Inc., a
Minnesota corporation ("The St. Paul"), do hereby make, nominate and appoint
Bruce A. Backberg and Edward M. Gerber, or either of them, to be my
attorney-in-fact, with full power and authority to sign on my behalf a
Registration Statement on Form S-8 of The St. Paul Companies, Inc. (the
"Registration Statement") relating to shares of common stock of The St. Paul to
be issued pursuant to the St. Paul (UK) 1988 Share Option Schemes, and any or
all amendments (including post-effective amendments) thereto, and to file the
same, with all exhibits thereto and all other documents in connection therewith,
with the Securities and Exchange Commission, provided that the Registration
Statement and any amendments thereto, in their final form, are reviewed by
said attorney-in-fact, and shall have the same force and effect as though I had
manually signed such Registration Statement or amendments.
Dated: February 6, 1996 SIGNATURE:/s/ Douglas W. Leatherdale
-------------------------------
NAME: Douglas W. Leatherdale
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, That I, the undersigned, Executive Vice
President, Chief Financial Officer and a director of The St. Paul Companies,
Inc., a Minnesota corporation ("The St. Paul"), do hereby make, nominate and
appoint Bruce A. Backberg and Edward M. Gerber, or either of them, to be my
attorney-in-fact, with full power and authority to sign on my behalf a
Registration Statement on Form S-8 of The St. Paul Companies, Inc. (the
"Registration Statement") relating to shares of common stock of The St. Paul to
be issued pursuant to the St. Paul (UK) 1988 Share Option Schemes, and any or
all amendments (including post-effective amendments) thereto, and to file the
same, with all exhibits thereto and all other documents in connection therewith,
with the Securities and Exchange Commission, provided that the Registration
Statement and any amendments thereto, in their final form, are reviewed by said
attorney-in-fact, and shall have the same force and effect as though I had
manually signed such Registration Statement or amendments.
Dated: February 6, 1996 SIGNATURE:/s/ Patrick A. Thiele
------------------------------
NAME: Patrick A. Thiele
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, That I, the undersigned, Senior Vice President
and Chief Accounting Officer of The St. Paul Companies, Inc., a Minnesota
corporation ("The St. Paul"), do hereby make, nominate and appoint Bruce A.
Backberg and Edward M. Gerber, or either of them, to be my attorney-in-fact,
with full power and authority to sign on my behalf a Registration Statement on
Form S-8 of The St. Paul Companies, Inc. (the "Registration Statement") relating
to shares of common stock of The St. Paul to be issued pursuant to the St. Paul
(UK) 1988 Share Option Schemes, and any or all amendments (including post-
effective amendments) thereto, and to file the same, with all exhibits thereto
and all other documents in connection therewith, with the Securities and
Exchange Commission, provided that the Registration Statement and any amendments
thereto, in their final form, are reviewed by said attorney-in-fact, and shall
have the same force and effect as though I had manually signed such Registration
Statement or amendments.
Dated: February 6, 1996 SIGNATURE:/s/ Howard E. Dalton
------------------------------
NAME: Howard E. Dalton
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, That I, the undersigned, a director of The
St. Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby
make, nominate and appoint Bruce A. Backberg and Edward M. Gerber, or either of
them, to be my attorney-in-fact, with full power and authority to sign on my
behalf a Registration Statement on Form S-8 of The St. Paul Companies, Inc.
(the "Registration Statement") relating to shares of common stock of The
St. Paul to be issued pursuant to the St. Paul (UK) 1988 Share Option Schemes,
and any or all amendments (including post-effective amendments) thereto, and
to file the same, with all exhibits thereto and all other documents in
connection therewith, with the Securities and Exchange Commission, provided
that the Registration Statement and any amendments thereto, in their final
form, are reviewed by said attorney-in-fact, and shall have the same force
and effect as though I had manually signed such Registration Statement or
amendments.
Dated: February 6, 1996 SIGNATURE:/s/ Michael R. Bonsignore
------------------------------
NAME: Michael R. Bonsignore
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, That I, the undersigned, a director of The
St. Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby
make, nominate and appoint Bruce A. Backberg and Edward M. Gerber, or either of
them, to be my attorney-in-fact, with full power and authority to sign on my
behalf a Registration Statement on Form S-8 of The St. Paul Companies, Inc.
(the "Registration Statement") relating to shares of common stock of The
St. Paul to be issued pursuant to the St. Paul (UK) 1988 Share Option Schemes,
and any or all amendments (including post-effective amendments) thereto, and
to file the same, with all exhibits thereto and all other documents in
connection therewith, with the Securities and Exchange Commission, provided
that the Registration Statement and any amendments thereto, in their final
form, are reviewed by said attorney-in-fact, and shall have the same force
and effect as though I had manually signed such Registration Statement or
amendments.
Dated: February 6, 1996 SIGNATURE:/s/ John H. Dasburg
------------------------------
NAME: John H. Dasburg
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, That I, the undersigned, a director of The
St. Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby
make, nominate and appoint Bruce A. Backberg and Edward M. Gerber, or either of
them, to be my attorney-in-fact, with full power and authority to sign on my
behalf a Registration Statement on Form S-8 of The St. Paul Companies, Inc.
(the "Registration Statement") relating to shares of common stock of The
St. Paul to be issued pursuant to the St. Paul (UK) 1988 Share Option Schemes,
and any or all amendments (including post-effective amendments) thereto, and
to file the same, with all exhibits thereto and all other documents in
connection therewith, with the Securities and Exchange Commission, provided
that the Registration Statement and any amendments thereto, in their final
form, are reviewed by said attorney-in-fact, and shall have the same force
and effect as though I had manually signed such Registration Statement or
amendments.
Dated: February 6, 1996 SIGNATURE:/s/ W. John Driscoll
------------------------------
NAME: W. John Driscoll
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, That I, the undersigned, a director of The
St. Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby
make, nominate and appoint Bruce A. Backberg and Edward M. Gerber, or either of
them, to be my attorney-in-fact, with full power and authority to sign on my
behalf a Registration Statement on Form S-8 of The St. Paul Companies, Inc.
(the "Registration Statement") relating to shares of common stock of The
St. Paul to be issued pursuant to the St. Paul (UK) 1988 Share Option Schemes,
and any or all amendments (including post-effective amendments) thereto, and
to file the same, with all exhibits thereto and all other documents in
connection therewith, with the Securities and Exchange Commission, provided
that the Registration Statement and any amendments thereto, in their final
form, are reviewed by said attorney-in-fact, and shall have the same force
and effect as though I had manually signed such Registration Statement or
amendments.
Dated: February 6, 1996 SIGNATURE:/s/ Pierson M. Grieve
------------------------------
NAME: Pierson M. Grieve
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, That I, the undersigned, a director of The
St. Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby
make, nominate and appoint Bruce A. Backberg and Edward M. Gerber, or either of
them, to be my attorney-in-fact, with full power and authority to sign on my
behalf a Registration Statement on Form S-8 of The St. Paul Companies, Inc.
(the "Registration Statement") relating to shares of common stock of The
St. Paul to be issued pursuant to the St. Paul (UK) 1988 Share Option Schemes,
and any or all amendments (including post-effective amendments) thereto, and
to file the same, with all exhibits thereto and all other documents in
connection therewith, with the Securities and Exchange Commission, provided
that the Registration Statement and any amendments thereto, in their final
form, are reviewed by said attorney-in-fact, and shall have the same force
and effect as though I had manually signed such Registration Statement or
amendments.
Dated: February 6, 1996 SIGNATURE:/s/ Ronald James
------------------------------
NAME: Ronald James
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, That I, the undersigned, a director of The
St. Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby
make, nominate and appoint Bruce A. Backberg and Edward M. Gerber, or either of
them, to be my attorney-in-fact, with full power and authority to sign on my
behalf a Registration Statement on Form S-8 of The St. Paul Companies, Inc.
(the "Registration Statement") relating to shares of common stock of The
St. Paul to be issued pursuant to the St. Paul (UK) 1988 Share Option Schemes,
and any or all amendments (including post-effective amendments) thereto, and
to file the same, with all exhibits thereto and all other documents in
connection therewith, with the Securities and Exchange Commission, provided
that the Registration Statement and any amendments thereto, in their final
form, are reviewed by said attorney-in-fact, and shall have the same force
and effect as though I had manually signed such Registration Statement or
amendments.
Dated: February 6, 1996 SIGNATURE:/s/ William H. Kling
------------------------------
NAME: William H. Kling
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, That I, the undersigned, a director of The
St. Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby
make, nominate and appoint Bruce A. Backberg and Edward M. Gerber, or either of
them, to be my attorney-in-fact, with full power and authority to sign on my
behalf a Registration Statement on Form S-8 of The St. Paul Companies, Inc.
(the "Registration Statement") relating to shares of common stock of The
St. Paul to be issued pursuant to the St. Paul (UK) 1988 Share Option Schemes,
and any or all amendments (including post-effective amendments) thereto, and
to file the same, with all exhibits thereto and all other documents in
connection therewith, with the Securities and Exchange Commission, provided
that the Registration Statement and any amendments thereto, in their final
form, are reviewed by said attorney-in-fact, and shall have the same force
and effect as though I had manually signed such Registration Statement or
amendments.
Dated: February 6, 1996 SIGNATURE:/s/ Bruce K. MacLaury
------------------------------
NAME: Bruce K. MacLaury
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, That I, the undersigned, a director of The
St. Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby
make, nominate and appoint Bruce A. Backberg and Edward M. Gerber, or either of
them, to be my attorney-in-fact, with full power and authority to sign on my
behalf a Registration Statement on Form S-8 of The St. Paul Companies, Inc.
(the "Registration Statement") relating to shares of common stock of The
St. Paul to be issued pursuant to the St. Paul (UK) 1988 Share Option Schemes,
and any or all amendments (including post-effective amendments) thereto, and
to file the same, with all exhibits thereto and all other documents in
connection therewith, with the Securities and Exchange Commission, provided
that the Registration Statement and any amendments thereto, in their final
form, are reviewed by said attorney-in-fact, and shall have the same force
and effect as though I had manually signed such Registration Statement or
amendments.
Dated: February 6, 1996 SIGNATURE:/s/ Ian A. Martin
------------------------------
NAME: Ian A. Martin
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, That I, the undersigned, a director of The
St. Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby
make, nominate and appoint Bruce A. Backberg and Edward M. Gerber, or either of
them, to be my attorney-in-fact, with full power and authority to sign on my
behalf a Registration Statement on Form S-8 of The St. Paul Companies, Inc.
(the "Registration Statement") relating to shares of common stock of The
St. Paul to be issued pursuant to the St. Paul (UK) 1988 Share Option Schemes,
and any or all amendments (including post-effective amendments) thereto, and
to file the same, with all exhibits thereto and all other documents in
connection therewith, with the Securities and Exchange Commission, provided
that the Registration Statement and any amendments thereto, in their final
form, are reviewed by said attorney-in-fact, and shall have the same force
and effect as though I had manually signed such Registration Statement or
amendments.
Dated: February 6, 1996 SIGNATURE:/s/ Glen D. Nelson, M.D.
------------------------------
NAME: Glen D. Nelson, M.D.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, That I, the undersigned, a director of The
St. Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby
make, nominate and appoint Bruce A. Backberg and Edward M. Gerber, or either of
them, to be my attorney-in-fact, with full power and authority to sign on my
behalf a Registration Statement on Form S-8 of The St. Paul Companies, Inc.
(the "Registration Statement") relating to shares of common stock of The
St. Paul to be issued pursuant to the St. Paul (UK) 1988 Share Option Schemes,
and any or all amendments (including post-effective amendments) thereto, and
to file the same, with all exhibits thereto and all other documents in
connection therewith, with the Securities and Exchange Commission, provided
that the Registration Statement and any amendments thereto, in their final
form, are reviewed by said attorney-in-fact, and shall have the same force
and effect as though I had manually signed such Registration Statement or
amendments.
Dated: February 6, 1996 SIGNATURE:/s/ Anita M. Pampusch
------------------------------
NAME: Anita M. Pampusch
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, That I, the undersigned, a director of The
St. Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby
make, nominate and appoint Bruce A. Backberg and Edward M. Gerber, or either of
them, to be my attorney-in-fact, with full power and authority to sign on my
behalf a Registration Statement on Form S-8 of The St. Paul Companies, Inc.
(the "Registration Statement") relating to shares of common stock of The
St. Paul to be issued pursuant to the St. Paul (UK) 1988 Share Option Schemes,
and any or all amendments (including post-effective amendments) thereto, and
to file the same, with all exhibits thereto and all other documents in
connection therewith, with the Securities and Exchange Commission, provided
that the Registration Statement and any amendments thereto, in their final
form, are reviewed by said attorney-in-fact, and shall have the same force
and effect as though I had manually signed such Registration Statement or
amendments.
Dated: February 6, 1996 SIGNATURE:/s/ Gordan M. Sprenger
------------------------------
NAME: Gordan M. Sprenger
<PAGE>
Exhibit 99-1
RULES
OF THE ST. PAUL (UK) 1988
SHARE OPTION SCHEMES
(Adopted by the Board of the Company
on 10th June 1988 and amended by
the Compensation and Benefits Committee
on 12th July 1988 and 10th August 1989
and by the Board of the Company
on 21st August 1995
and 4th December 1995)
New Bridge Street Consultants
Tallis House
2 Tallis Street
London EC4Y OBJ
Ref: 2291\ESOS.JDF (X 4355)
<PAGE>
INDEX
PAGE
RULES OF THE ST. PAUL (UK) 1988
(NO. 1) SHARE OPTION SCHEME. . . . . . . . . . . . . . . . . . . . . . . . 2
1. DEFINITIONS AND INTERPRETATION . . . . . . . . . . . . . . . . . . . . 2
2. GRANT OF OPTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3. EXERCISE OF OPTION . . . . . . . . . . . . . . . . . . . . . . . . . . 5
4. LIMITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
5. VARIATION OF CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . 9
6. CHANGE OF CONTROL. . . . . . . . . . . . . . . . . . . . . . . . . . . 9
7. ALTERATION OF THE SCHEME . . . . . . . . . . . . . . . . . . . . . . . 11
8. MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
RULES OF THE ST. PAUL (UK) 1988
(NO. 2) SHARE OPTION SCHEME. . . . . . . . . . . . . . . . . . . . . . . . 12
<PAGE>
RULES OF THE ST. PAUL (UK) 1988
(NO. 1) SHARE OPTION SCHEME
This Scheme is intended to strengthen the ability of the Company and its
Subsidiaries to attract and retain Executives of outstanding competence by
providing them with added incentive to render high levels of performance and
effective service in connection with their employment in management positions,
and, in certain cases to reward Executives for having done so, through the
opportunity for share ownership and benefits of share appreciation.
1. DEFINITIONS AND INTERPRETATION
1.1 In this Scheme, unless the context otherwise requires:-
(a) "the Board" means the board of directors of the Company or a
committee appointed by such board of directors;
(b) "the Parent Company" means the St. Paul Companies Inc.
(incorporated in the State of Minnesota USA);
(c) "the Company" means St. Paul (UK) Limited (registered in England
No. 2160210);
(d) "Executive" means a full-time director or qualifying employee of a
Participating Company and for this purpose a director shall not be
treated as full-time unless he is required to devote not less than
25 hours (excluding meal breaks) per week to the service of a
Participating Company, and a qualifying employee, in relation to a
company, means an employee (other than one who is a director of a
Participating Company) who is required, under the terms of his
employment, to work for the company for at least 20 hours
(excluding meal breaks) per week;
(e) "the Grant Date" in relation to an Option means the date on which
the Option was granted;
(f) "Option" means a right to acquire Shares pursuant to the Scheme;
(g) "Participant" means a person who has subsisting rights under an
Option granted under the Scheme or the personal representatives of
a person who had such subsisting rights immediately prior to his
death;
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<PAGE>
(h) "Participating Company" means the Company and any Subsidiary to
which the Board has resolved that the Scheme shall for the time
being extend;
(i) "Schedule 9" means Schedule 9 to the Income and Corporation Taxes
Act 1988;
(j) "the Scheme" means the St. Paul (UK) 1988 (No. 1) Share Option
Scheme as herein set out but subject to any alterations or
additions made under Clause 7 below;
(k) "Share" means a share of common stock without par value, of the
Parent Company;
(l) "Subsidiary" means a body corporate (wherever incorporated) which
is for the time being a subsidiary of the Company (within the
meaning of Section 736 of the Companies Act 1985) and under the
control of the Company (within the meaning of Section 840 of the
Income and Corporation Taxes Act 1988).
1.2 Any reference in the Scheme to any enactment includes a reference to that
enactment as from time to time modified, extended or re-enacted.
2. GRANT OF OPTION
2.1 The Company's powers and discretions to grant Options are vested in the
Board subject to the prior agreement of the Parent Company.
2.2 The Board has a discretion to grant Options to any Executive to acquire
shares on the terms of the Scheme and subject to any other conditions it
sees fit.
2.3 Without prejudice to the generality of sub-clause 2 above, an Option may
be granted to a person under the Scheme upon terms that within 7 years
after the Grant Date it may only be exercised in circumstances in which
paragraph (a) and (b) of Section 185(3) of the Income and Corporation
Taxes Act 1988 apply.
2.4 Whilst the Scheme is approved by the Inland Revenue under Schedule 9 -
(a) the Shares must satisfy the requirements of paragraphs 10-14 of
Schedule 9, and
(b) any conditions, other than the terms set out in these Rules, which
are imposed must have been previously approved in writing by the
Inland Revenue.
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<PAGE>
2.5 The price (which shall be denominated in U.S. dollars) at which a Share
may be acquired upon exercise of an Option granted under this Scheme must
be determined before or at the time that the Option is granted and is at
the discretion of the Board, but shall not be less than the market value
(within the meaning of Part VIII of the Capital Gains Tax Act 1979) of a
Share, as agreed in advance for the purposes of the Scheme with the Shares
Valuation Division of the Inland Revenue, and while the Shares are quoted
on the National Association of Securities Dealers Automated Quotation
System ("NASDAQ") National Market System or any other U.S. national
securities exchange which is a recognized stock exchange for the purposes
of Part XIX of the Income and Corporation Taxes Act of 1988 shall be a
price being not greater than the highest reported sale price, nor less
than the lowest reported sale price, recorded on NASDAQ National Market
System or any other U.S. national securities exchange which is a
recognized stock exchange for the purposes of Part XIX of the Income and
Corporation Taxes Act 1988 on the day last preceding the Grant Date on
which the Shares are quoted or on such other day as may be agreed with the
Inland Revenue.
2.6 An Option shall be granted under the Common Seal of the Company.
2.7 As soon as reasonably practicable after the Grant Date, the Board on
behalf of the Company shall issue to the Participant a certificate which
shall:-
(a) specify the Grant Date, and
(b) specify the number of Shares subject to the Option, and
(c) specify the price at which Shares may be acquired by the exercise
of the Option, and
(d) the additional conditions (if any) specified by the Board pursuant
to sub-clause 2 above, and
(e) subject as aforesaid, be issued in such form and manner as the
Board shall from time to time prescribe.
and the Participant shall acknowledge receipt of the certificate by
signing and returning a letter in such form as the Board may from time to
time determine.
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<PAGE>
3. EXERCISE OF OPTION
3.1 The Participant may exercise the Option by giving to the Company a notice
in accordance with the provisions of this Clause 3.
3.2 Subject to sub-clauses 5 and 6 below and to Clause 6 below, the
Participant may not exercise the Option earlier than 3 years after the
Grant Date.
3.3 The Participant may not exercise the Option-
(a) later than 10 years after the Grant Date, or
(b) if he is not eligible to participate in the Scheme by virtue of
paragraph 8 of Schedule 9.
3.4 Subject to sub-clauses 5, 6 and 7 below, the Option may only be exercised
at a time when the Participant is, and has at all time since the Grant
Date been, an executive and if either a Participant ceases to be an
Executive, or at the date of any purported exercise hereunder has given or
has been given notice of termination of his employment as an Executive
then, subject as aforesaid, his Option shall forthwith lapse.
3.5 If the Participant dies before exercising the Option, it may, subject to
its not being exercised later than the period specified in sub-clause 3(a)
above, be exercised by his personal representatives after, but not later
than one year after, the date of his death.
3.6 Subject to sub-clauses 3 above and 7 below, the option may be exercised:-
(a) within the period of 6 months (or such longer period not exceeding
3 years as the Board may permit) beginning with the date on which
the Participant shall have ceased to be an Executive by reason of
injury, disability or redundancy (within the meaning of the
Employment Protection (Consolidation) Act 1978) and at the end of
such period shall forthwith lapse; or
(b) within the period of 18 months beginning with the date on which
the Participant shall have ceased to be an Executive by reason of
retirement on or after reaching pensionable age (within the
meaning of Schedule 20 to the Social Security Act 1975) or any
other age which he is bound to retire in accordance with the terms
of his contract of employment and at the end of such period shall
forthwith lapse; or
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<PAGE>
(c) with the consent of the Board, within the period of 6 months (or
such longer period not exceeding 3 years as the Board may permit)
beginning with the date on which the Participant shall have ceased
to be an Executive by reason of:-
(i) retirement before reaching such pensionable or other age as
is mentioned in paragraph (b) above, or
(ii) the Subsidiary of which the Participant is a director or
employee ceasing to be a subsidiary of the Parent Company
(within the meaning of Section 736 of the Companies Act
1985), or
(iii) the business in which he is employed being transferred to a
person other than the Company or a subsidiary of the Parent
Company (within the meaning of Section 736 of the Companies
Act 1985),
and at the end of such period shall forthwith lapse; or
(d) in accordance with Clause 6 below; or
(e) within such period, if any, not exceeding 3 years as the Board may
permit beginning with the date on which the Participant shall have
ceased to be an Executive for any reason other than those set out
in sub-clause 5 and sub-clauses 6(a), (b) and (c) above and at the
end of such period, if any, shall forthwith lapse.
3.7 Subject to sub-clause 8 below, the Option may only be exercised if all
conditions (if any) specified by the Board pursuant to Clause 2.2 above in
relation to it have been fully satisfied.
3.8 If the Participant becomes entitled to exercise the Option in accordance
with Clause 6 below any condition specified by the board pursuant to
Clause 2.2 above shall cease to apply.
3.9 For the purpose of the preceding provisions of this Clause, a Participant
shall not be treated as ceasing to be an Executive until he ceases to be a
full-time director or qualifying employee of the Company, any Subsidiary,
the Parent Company or any subsidiary of the Parent Company (within the
meaning of Section 736 of the Companies Act 1985).
3.10 The notice exercising the Option shall:-
(a) specify the number of Shares in respect of which the Option is
exercised, and
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<PAGE>
(b) be accompanied by payment in U.S. dollars to the Company of an
amount equal to the product of the number of Shares specified in
the notice and the price at which a Share may be acquired by the
exercise of the Option, and
(c) be accompanied by the certificate issued in respect of the Option,
and
(d) subject as aforesaid, be given in such form and manner as the
Board may from time to time prescribe.
3.11 Within 30 days after the notice has been received by the Company, the
Board on behalf of the Company shall procure the issue or transfer to the
participant of the number of the Shares specified in the notice and the
Participant shall be deemed to be the holder of record of such Shares on
the date that proper notice of exercise of the Option is delivered to the
Company.
3.12 As soon as reasonably practicable after a Participant exercises an Option
under the Scheme, the Board on behalf of the Company shall:
(a) procure that a share certificate in respect of the Shares acquired
thereby is delivered to the Participant, and
(b) procure that such Shares are listed on any market or exchange on
which common stock of the Parent Company is listed, and
(c) if the Option remains partially unexercised, issue to the
Participant a new or endorsed certificate which shall contain all
the information contained in the certificate issued to the
Participant pursuant to Clause 2.7 above and shall also specify
the number of Shares in respect of which the Option may still be
exercised.
3.13 The issuance of any Shares under the Scheme shall be subject to obtaining
any consents or other required action of any competent authority under
regulations or enactments for the time being in force as may be necessary.
4. LIMITS
4.1 Subject to Clause 5 below, the number of Shares in respect of which
Options may be granted under the Scheme on any day shall not, when added
to the number of Shares which immediately prior to that day shall have
been or remain to be issued on the exercise of options granted prior to
that day under the Scheme or options granted on or prior to that date
under the St. Paul (UK) 1988 (No. 2) Share Option Scheme and any other
employee share
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<PAGE>
option schemes that may be adopted by the Company for the benefit of
employees of the Company or a Subsidiary, exceed 550,000 Shares.
4.2 No person shall be granted Options under the Scheme which would, at the
time granted, cause the amount at which Shares remain to be acquired upon
exercise of options granted to him under the Scheme or under any other
scheme (not being a savings related share option scheme) approved under
Schedule 9 and established by the Company or by any associated company of
the Company (within the meaning ascribed to that term for the purposes of
paragraph 28(1) of Schedule 9) to exceed or further exceed the higher of:-
(a) L100,000, and
(b) four times the amount of the relevant emoluments for the current
or preceding year of assessment (whichever of those years gives
the greater amount) or, if there were no relevant emoluments for
the preceding year of assessment, four times the amount of the
relevant emoluments for the period of 12 months beginning with the
first day during the current year of assessment in respect of
which there are relevant emoluments.
and for this purpose the relevant emoluments are such of the emoluments of
the office or employment by virtue of which the person in question is
eligible to participate in the Scheme and of any other office or
employment held by him with a company which is a Participating Company as
are liable to be paid under deduction of tax pursuant to Section 203 of
the Income and Corporation Taxes Act 1988, after deducting from them
amounts included by virtue of Chapter II of Part V of the Income and
Corporation Taxes Act 1988 and the expression "year of assessment" has the
meaning given to it by Section 832(1) of the Income and Corporation Taxes
Act 1988.
4.3 No person shall be granted Options under the Scheme which would, at the
time they are granted, cause the amount at which Shares remain to be
acquired upon exercise of Options granted to him prior to that day under
the Scheme or options granted to him on or prior to that date under the
St. Paul (UK) 1988 (No. 2) Share Option Scheme to exceed or further exceed
the higher of:-
(a) L100,000, and
(b) four times (or such higher multiple as the Board with the consent
of the Parent Company may determine) the total remuneration
(excluding benefits in kind),
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<PAGE>
expressed as an annual rate payable by the Company or any
Subsidiary to the Executive as on that day.
4.4 Unless otherwise agreed with the Inland Revenue, the U.S. dollar exchange
rate for pounds sterling for the purposes of calculating the limits in
sub-clause 2 and 3 above shall be the noon buying rate in New York City
U.S.A. for cable transfers payable in foreign currencies as certified for
customs purposes by the Federal Reserve Bank of New York.
5. VARIATION OF CAPITAL
5.1 In the event of any change in the common stock of the Parent Company
through merger, consolidation, reorganisation, recapitalisation, stock
dividend, stock split, combination of shares, rights offerings change in
corporate structure of the Parent Company, or otherwise, the Board in its
discretion may, with the consent of the Parent Company and the prior
written agreement of the Inland Revenue make appropriate adjustment as to
the number and type of securities subject to and reserved for issue or
transfer under the Scheme and, in order to prevent dilution or enlargement
of the rights of Participants, the number, type and Option price of
securities subject to outstanding Options.
5.2 As soon as reasonably practicable after making any adjustment under sub-
clause 1 above, the Board shall give notice in writing thereof to any
Participant affected thereby.
6. CHANGE OF CONTROL
6.1 If any person (other than the Parent Company or any subsidiary within the
meaning of Section 736 of the Companies Act 1985, of the Parent Company)
obtains control (within the meaning of Section 840 of the Income and
Corporation Taxes Act 1988) of the Company, any Option granted under the
Scheme may, subject to Clause 3.3 above, be exercised within one month (or
such longer period as the Board may permit) of such change of control.
6.2 For the purposes of sub-clause 1 above, a person shall be deemed to have
obtained control of the Company if he and others acting in concert with
him have together obtained control of it.
6.3 If there is a change in control of the Parent Company within the meaning
of sub-clause 4 below, any Option granted under the Scheme may, subject to
Clause 3.3 above, be exercised within one month (or such longer period as
the Board may permit) of such change of control.
6.4 For the purposes of sub-clause 3 above, a change of control means a change
in control of the Parent Company of a nature that would be required to be
reported (assuming such event has
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<PAGE>
not been "previously reported") in response to Item 1(a) of the Current
Report on Form 8-K, as in effect on 11 March 1988, pursuant to Section 13
or 15(d) of the U.S. 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 U.S. Securities Exchange Act of 1934, other than the
Parent Company, a subsidiary of the Parent Company or any employee benefit
plan(s) sponsored by the Parent Company or such subsidiary, is or becomes
the "beneficial owner" (as defined in Rule 13d-3 under the U.S. Securities
Exchange Act 1934), directly or indirectly, of 50% or more of the common
stock of the Parent Company; or (b) individuals who constitute the board
of directors of the Parent Company on 11 March 1988, cease for any reason
to constitute at least a majority thereof, provided that any person
becoming a director subsequent to 11 March 1988, whose election or
nomination for election by the Parent Company's shareholders, was approved
by a vote of at least three quarters of the directors comprising the board
of directors of the Parent Company on 11 March 1988 (either by a specific
vote or by approval of the proxy statement of the Parent Company in which
such person is named as a nominee for director, without objecting to such
nomination) shall be, for purposes of this paragraph (b), considered as
though such person were a member of the board of directors of the Parent
Company on 11 March 1988.
6.5 If any company ("the acquiring company") obtains control (within the
meaning of Section 840 of the Income and Corporation Taxes Act 1988) of
the Parent Company as a result of making:-
(a) a general offer to acquire the whole of the issued share capital
of the Parent Company which is made on a condition such that if it
is satisfied the person making the offer will have such control of
the Parent Company, or
(b) a general offer to acquire all the common stock in the Parent
Company which are of the same class as the common stock which may
be acquired by the exercise of Options granted under the Scheme,
any Participant may at any time within the appropriate period (which
expression shall be construed in accordance with paragraph 15 of
Schedule 9), by agreement with the acquiring company, release any Option
granted under the Scheme in consideration of the grant to him of a new
option which (for the purposes of that paragraph) is equivalent to the
first-mentioned Option but relates to shares in a different company
(whether the acquiring company itself or some other company falling within
paragraph (b) or (c) of paragraph 10 of Schedule 9).
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<PAGE>
6.6 Where a new option is granted pursuant to sub-clause 5 above, Clause 3 and
5 above and this Clause 6 shall in relation to such new option be
construed as if references to the Parent Company and to shares were
references to the company to whose shares the new option relates and to
such shares in such company.
7. ALTERATION OF THE SCHEME
7.1 Subject to sub-clause 2 below, the Board may with the consent of the
Parent Company at any time alter or add to all or any of the provisions of
the Scheme in any respect.
7.2 No alteration or addition shall be made under sub-clause 1 above at a time
when the Scheme is approved by the Inland Revenue under Schedule 9 without
the prior approval of the Inland Revenue.
7.3 As soon as reasonably practicable after making any alteration or addition
under this Clause, the Board shall give notice in writing thereof to any
Participant affected thereby.
8. MISCELLANEOUS
8.1 The Company shall at all times satisfy itself that it is able to procure
the transfer to Participants of such number of Shares as may be necessary
to satisfy the exercise in full of all Options remaining to be exercised
under the Scheme.
8.2 All Shares transferred to Participants pursuant to the Scheme shall
satisfy the requirements of paragraphs 10-14 of Schedule 9.
8.3 An Option granted under the Scheme shall not be transferred, assigned,
mortgaged, charged or otherwise disposed of by the Participant and shall
lapse forthwith on its coming to the notice of the Board that the
Participant has become insolvent.
8.4 The rights and obligations of any individual under the terms of his office
or employment with the Company or a Subsidiary or a subsidiary of the
Parent Company (within the meaning of Section 736 of the Companies Act
1985) shall not be affected by his participation in the Scheme or any
right which he may have to participate therein, and the Scheme shall
afford such an individual no additional rights to compensation or damages
in consequence of the termination of such office or employment for any
reason whatsoever.
8.5 The Board may from time to time make and vary such rules and regulations
not inconsistent herewith and establish such procedure for administration
and implementation of the Scheme
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<PAGE>
as it thinks fit, and in the event of any dispute or disagreement as to
the interpretation of the Scheme, or of any such rule, regulation or
procedure, or as to any question or right arising from or related to the
Scheme, the decisions of the Board shall be final and binding upon all
persons.
8.6 Any notice or other communication under or in connection with the Scheme
may be given by personal delivery or by sending the same by post, in the
case of a body corporate to its registered office, and in the case of an
individual to his last known address, or, where he is a director or an
employee of any company, either to his last known address or to the
address of the place of business at which he performs the whole or
substantially the whole of the duties of his office or employment.
RULES OF THE ST. PAUL (UK) 1988
(NO. 2) SHARE OPTION SCHEME
9. Options may be granted in accordance with such provisions as would be
applicable if the rules of the St. Paul (UK) 1988 (No. 1) Share Option
Scheme (set out in Clauses 1 to 8 above) were herein set out in full
subject to the following modifications:-
9.1 In Clause 1.1, for sub-clause (d) substitute " "Executive" means any
director or employee of any Participating Company".
9.2 In Clause 1.1, in sub-clause (j) for "(No. 1)" substitute "(No. 2)".
9.3 Delete Clause 2.3 and 2.4.
9.4 In Clause 2.5 delete the words "as agreed in advance for the purposes of
the Scheme with the Shares Valuation Division of the Inland Revenue".
9.5 After Clause 2 insert:
"2A PARALLEL OPTIONS
2A.1 Without prejudice to the generality of sub-clause 2.2 above,
sub-clause 2 below shall apply to any Option granted to a
person under the Scheme which is designated by the Board to
be a parallel option by reference to an option ("the related
option") granted to him under the St. Paul (UK) 1988 (No. 1)
Share Option Scheme.
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<PAGE>
2A.2 The number of Shares in respect of which the parallel option
may be exercised at any time shall (i) be limited to that
number of Shares subject to the related option in respect of
which a deed of release of the related option has previously
been executed by him, and (ii) be taken to be reduced by the
number of shares in respect of which the related option
shall have been exercised at or prior to that time."
9.6 In Clause 3.3 (a) after the words "10 years" add "(or such shorter period
as the Board may specify in relation to Executives who at the Grant Date
are subject to U.K. Case I Schedule E taxation)".
9.7 Delete Clause 3.3 (b).
9.8 In Clause 3.9 add at the end: "unless the Board so resolves".
9.9 In Clause 3.11 add at the end:
"unless:-
(a) the Board considers that the issue or transfer of the said Shares
would not or might not be lawful in the relevant jurisdiction; or
(b) in a case where a Participating Company is or may be obliged to
account for any tax (in any jurisdiction) for which the
Participant is or may be liable by virtue of the exercise of the
Option, or would or might suffer any disadvantage if it did not
account for such tax, that or another Participating Company has
not received payment from him of a corresponding amount provided
however that where payment has not been so received from the
Participant the Board and the relevant Participating Company shall
have an absolute discretion to agree to deduct such corresponding
amount from the Participant's future remuneration instead".
9.10 In Clause 4.1, for "(No. 2)" substitute "(No. 1)".
9.11 Delete Clause 4.2.
9.12 In Clause 5.1 delete the words "and the prior written agreement of the
Inland Revenue".
9.13 Delete Clause 7.2 and 8.2
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