As filed with the Securities and Exchange Commission on November 25, 1998
Registration No. 333-
- --------------------------------------------------------------------------------
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 or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
---------------------
385 Washington Street
St. Paul, Minnesota 55102
(651) 310-7911
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
---------------------
ST. PAUL MANAGEMENT LIMITED
EMPLOYEE SHARE PARTICIPATION PLAN
(Full title of the plan)
----------------------
BRUCE A. BACKBERG, ESQ.
SENIOR VICE PRESIDENT AND CHIEF LEGAL OFFICER
THE ST. PAUL COMPANIES, INC.
385 WASHINGTON STREET
ST. PAUL, MINNESOTA 55102
(651) 310-7911
(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
-----------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===========================================================================================================================
<S> <C> <C> <C> <C>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED(1) SHARE(2) PRICE(2) REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value
per share(3) 9,000 shares $36.7500 $330,750 $91.95
===========================================================================================================================
<FN>
(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 in the Plan.
(2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) under
the Securities Act of 1933, as amended, on the basis of the average between the high and low reported sale prices
of the Registrant's Common Stock on November 23, 1998, as reported on the New York Stock Exchange.
(3) Each share of Common Stock includes a right to purchase a fractional share of the Registrant's Series A Preferred
Stock (a "Right").
</FN>
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by The St. Paul Companies, Inc. (the
"Company" or the "Registrant") (File No. 0-3021) with the Securities and
Exchange Commission (the "Commission") are incorporated by reference into this
Registration Statement: (1) the Company's Annual Report on Form 10-K for the
year ended December 31, 1997; (2) the Company's Quarterly Reports on Form 10-Q
for the periods ended March 31, 1998, June 30, 1998 and September 30, 1998; (3)
the Company's Current Reports on Form 8-K, dated January 19, 1998, January 26,
1998, February 26, 1998, April 24, 1998, April 27, 1998, May 5, 1998, May 14,
1998, May 22, 1998, June 8, 1998, July 8, 1998, August 3, 1998, August 20, 1998,
October 6, 1998, October 12, 1998, November 3, 1998; (4) all other reports filed
with the Commission 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, 1997; (5) the description of the Company's Common Stock, no par value (the
"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 (6) 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 combination of the Company and its subsidiaries and USF&G
Corporation and its subsidiaries is reflected in the supplemental consolidated
balance sheets as of December 31, 1997 and 1996, and the related supplemental
consolidated statements of income, shareholders' equity, comprehensive income
and cash flows for each of the years in the three-year period ended December 31,
1997, which appear in the Company's Current Report on Form 8-K filed on October
6, 1998 (USF&G Corporation's financial statements were not presented separately
in this Current Report on Form 8-K), have been incorporated herein by reference
in reliance upon the reports of KPMG Peat Marwick LLP and Ernst & Young LLP,
independent certified public accountants, incorporated herein by reference, and
upon the authority of said firms as experts in accounting and auditing. The
historical consolidated financial statements of the Company and its subsidiaries
and the related financial statement schedules, as of December 31, 1997 and 1996,
and for each of the years in the three-year period ended December 31, 1997,
which appear or are incorporated by reference in the Company's Current Report on
Form 8-K filed on February 26, 1998 and in the Company's Annual Report on Form
10-K for the year ended December 31, 1997, prior to their restatement for the
pooling-of-interests with USF&G Corporation, have been incorporated herein by
reference in reliance upon the report of KPMG Peat Marwick LLP, independent
certified public accountants, incorporated herein by reference, and upon the
authority of said firm as experts in accounting and auditing. The consolidated
statements of financial condition of USF&G Corporation and its subsidiaries as
of December 31, 1997 and 1996, and the related consolidated statements of
operations, shareholders' equity and cash flows for each of the years in the
three-year period ended December 31, 1997, which appear in the Company's Current
Report on Form 8-K filed on April 24, 1998, have been audited by Ernst & Young
LLP, independent certified public accountants, as stated in their report thereon
dated February 20, 1998 and incorporated herein by reference. Such financial
statements have been incorporated herein by reference in reliance upon the
report given upon the authority of such firm as experts in accounting and
auditing. To the extent that KPMG Peat Marwick LLP audits and reports on the
financial statements of the Company issued at future dates, and consents to the
use of their reports thereon, such financial statements also will be
incorporated by reference in this Registration Statement in reliance upon their
reports and said authority.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable - the Company's Common Stock and Rights to be offered
pursuant to this Registration Statement have been registered under Section 12 of
the Exchange Act as described in Item 3 of this Part II.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
2
<PAGE>
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 - no securities are to be re-offered or resold pursuant
to this Registration Statement.
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 Sandra Ulsaker Wiese, Esq. (filed herewith
electronically).
23.1 Consent of Sandra Ulsaker Wiese, Esq. (included in Exhibit 5.1).
23.2 Independent Auditors' Consent of KPMG Peat Marwick LLP (filed herewith
electronically).
23.3 Independent Auditors' Consent of Ernst & Young LLP (filed herewith
electronically).
24.1 Powers of Attorney (filed herewith electronically).
3
<PAGE>
ITEM 9. UNDERTAKINGS.
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 this registration statement (or the most
recent post-effective amendment hereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in this 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)
under the Securities Act of 1933 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 this
registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) above do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this 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.
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 this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
4
<PAGE>
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant, 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 Securities Act of 1933 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.
5
<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 November 25, 1998.
THE ST. PAUL COMPANIES, INC.
By: /s/ Bruce A. Backberg
------------------------------------------
Bruce A. Backberg
Senior Vice President and Chief Legal Officer
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 November 25, 1998:
/s/ Douglas W. Leatherdale Chairman, President and Chief
- ---------------------------------------- Executive Officer (Principal
Douglas W. Leatherdale Executive Officer)
/s/ Paul J. Liska Executive Vice President and
- ---------------------------------------- Chief Financial Officer (Principal
Paul J. Liska Financial Officer)
/s/ Thomas A. Bradley* Senior Vice President and
- ---------------------------------------- Controller (Principal Accounting
Thomas A. Bradley Officer)
/s/ H. Furlong Baldwin* Director
- ----------------------------------------
H. Furlong Baldwin
/s/ Norman P. Blake* Director
- ----------------------------------------
Norman P. Blake
/s/ Michael A. Bonsignore* Director
- ----------------------------------------
Michael A. Bonsignore
/s/ John H. Dasburg* Director
- ----------------------------------------
John H. Dasburg
/s/ W. John Driscoll* Director
- ----------------------------------------
W. John Driscoll
/s/ Kenneth M. Duberstein Director
- ----------------------------------------
Kenneth M. Duberstein
/s/ Pierson M. Grieve* Director
- ----------------------------------------
Pierson M. Grieve
/s/ Thomas R. Hodgson* Director
- ----------------------------------------
Thomas R. Hodgson
6
<PAGE>
/s/ David G. John* Director
- ----------------------------------------
David G. John
/s/ William H. Kling* Director
- ----------------------------------------
William H. Kling
/s/ Bruce K. MacLaury* Director
- ----------------------------------------
Bruce K. MacLaury
/s/ Glen D. Nelson, M.D.* Director
- ----------------------------------------
Glen D. Nelson, M.D.
/s/ Anita M. Pampusch* Director
- ----------------------------------------
Anita M. Pampusch
/s/ Gordon M. Sprenger* Director
- ----------------------------------------
Gordon M. Sprenger
*By: /s/ Sandra Ulsaker Wiese
------------------------------------
Sandra Ulsaker Wiese
Attorney-in-Fact
7
<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 Sandra Ulsaker Wiese,
Esq. . . . . . . . . . . . . . . . . . . . . . . Filed herewith
electronically.
23.1 Consent of Sandra Ulsaker Wiese, Esq.. . . . . . Included in Exhibit
5.1.
23.2 Independent Auditors' Consent of KPMG
Peat Marwick LLP . . . . . . . . . . . . . . . . Filed herewith
electronically.
23.3 Independent Auditors' Consent of Ernst &
Young LLP. . . . . . . . . . . . . . . . . . . . Filed herewith
electronically.
24.1 Powers of Attorney . . . . . . . . . . . . . . . Filed herewith
electronically.
8
EXHIBIT 5.1
November 25, 1998
The St. Paul Companies, Inc.
385 Washington Street
St. Paul, Minnesota 55102
RE: REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
I have acted as counsel to The St. Paul Companies, Inc., a Minnesota corporation
(the "Company"), in connection with the registration by the Company of 9,000
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 or about November 25, 1998 (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
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 and register the Shares in the
manner and under the terms set forth in the Registration Statement.
2. The 9,000 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.
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/ Sandra Ulsaker Wiese
Sandra Ulsaker Wiese, Esq.
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
references to our firm under the heading "Incorporation of Documents by
Reference" in the registration statement. Our report which appears in the Form
8-K of The St. Paul Companies, Inc. filed with the Securities and Exchange
Commission on October 6, 1998, states the consolidated financial statements of
USF&G Corporation, a wholly-owned subsidiary of The St. Paul Companies, Inc.,
which statements reflect total assets constituting 43 percent and 41 percent as
of December 31, 1997 and 1996 and total revenues constituting 35 percent, 38
percent and 41 percent for the years ended December 31, 1997, 1996 and 1995,
respectively, of the related consolidated totals were audited by other auditors
whose report has been furnished to us, and our opinion, insofar as it relates to
the amounts included for USF&G Corporation, is based solely on the report of
such other auditors.
/s/ KPMG Peat Marwick LLP
Minneapolis, Minnesota
November 24, 1998
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the reference to our firm under the caption "Incorporation of
Documents by Reference" in the Registration Statement on Form S-8 of The St.
Paul Companies, Inc., and to the use of our report dated February 20, 1998, with
respect to the consolidated financial statements and schedules of USF&G
Corporation for the year ended December 31, 1997 included in The St. Paul
Companies, Inc.'s Current Report on Form 8-K dated April 28, 1998 (these
financial statements and schedules are not presented herein), filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Baltimore, Maryland
November 25, 1998
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 Sandra Ulsaker Wiese, 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 purchased for the Irish Profit Sharing Plan, 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: November 10, 1998 SIGNATURE: /s/ Thomas A. Bradley
-----------------------------------
NAME: Thomas A. Bradley
<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 Sandra Ulsaker Wiese, 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 purchased for the Irish Profit Sharing Plan, 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: November 3, 1998 SIGNATURE: /s/ H. Furlong Baldwin
-----------------------------------
NAME: H. Furlong Baldwin
<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 Sandra Ulsaker Wiese, 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 purchased for the Irish Profit Sharing Plan, 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: November 3, 1998 SIGNATURE: /s/ Norman P. Blake
-----------------------------------
NAME: Norman P. Blake
<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 Sandra Ulsaker Wiese, 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 purchased for the Irish Profit Sharing Plan, 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: November 3, 1998 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 Sandra Ulsaker Wiese, 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 purchased for the Irish Profit Sharing Plan, 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: November 10, 1998 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 Sandra Ulsaker Wiese, 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 purchased for the Irish Profit Sharing Plan, 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: November 3, 1998 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 Sandra Ulsaker Wiese, 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 purchased for the Irish Profit Sharing Plan, 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: November 3, 1998 SIGNATURE:/s/ Kenneth M. Duberstein
-----------------------------------
NAME: Kenneth M. Duberstein
<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 Sandra Ulsaker Wiese, 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 purchased for the Irish Profit Sharing Plan, 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: November 13, 1998 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 Sandra Ulsaker Wiese, 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 purchased for the Irish Profit Sharing Plan, 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: November 3, 1998 SIGNATURE:/s/ Thomas R. Hodgson
-----------------------------------
NAME: Thomas R. Hodgson
<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 Sandra Ulsaker Wiese, 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 purchased for the Irish Profit Sharing Plan, 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: November 3, 1998 SIGNATURE:/s/ David G. John
-----------------------------------
NAME: David G. John
<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 Sandra Ulsaker Wiese, 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 purchased for the Irish Profit Sharing Plan, 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: November 3, 1998 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 Sandra Ulsaker Wiese, 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 purchased for the Irish Profit Sharing Plan, 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: November 3, 1998 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 Sandra Ulsaker Wiese, 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 purchased for the Irish Profit Sharing Plan, 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: November 3, 1998 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 Sandra Ulsaker Wiese, 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 purchased for the Irish Profit Sharing Plan, 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: November 3, 1998 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 Sandra Ulsaker Wiese, 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 purchased for the Irish Profit Sharing Plan, 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: November 10, 1998 SIGNATURE:/s/ Gordon M. Sprenger
-----------------------------------
NAME: Gordon M. Sprenger
