<PAGE>
As filed with the Securities and Exchange Commission on March 17, 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
(612) 310-7911
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
---------------------
ST. PAUL RE, INC.
LONG-TERM INCENTIVE PLAN
(Full title of the plan)
----------------------
BRUCE A. BACKBERG, ESQ.
SENIOR VICE PRESIDENT AND CHIEF LEGAL COUNSEL
THE ST. PAUL COMPANIES, INC.
385 WASHINGTON STREET
ST. PAUL, MINNESOTA 55102
(612) 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
-----------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value
per share(3) 60,000 shares $90.75 $5,445,000 $1,607
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
</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 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 March 10, 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").
<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, 1996; (2) the Company's Quarterly Reports on
Form 10-Q for the periods ended March 31, 1997, June 30, 1997 and September
30, 1997; (3) the Company's Current Reports on Form 8-K, dated January 27,
1997, February 7, 1997, April 28, 1997, July 28, 1997, October 27, 1997,
January 19, 1998, January 26, 1998 and February 26, 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, 1996; (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 consolidated financial statements of the Company as of December 31,
1997 and 1996, and for each of the years in the three year period ended
December 31, 1997 included in the Company's Current Report on Form 8-K dated
February 26, 1998 and the consolidated financial statements and schedules of
St. Paul as of December 31, 1996 and 1995 and for each of the years in the
three year period ended December 31, 1996 included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1996 are incorporated by
reference in this Registration Statement in reliance on the reports of KPMG
Peat Marwick LLP, independent certified public accountants, as set forth in
their reports thereon, which are incorporated herein by reference and are
given upon the authority of said 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 Bruce A. Backberg, Esq. (filed herewith
electronically).
23.1 Consent of Bruce A. Backberg, Esq. (included in Exhibit 5.1).
23.2 Independent Auditors' Consent of KPMG Peat Marwick LLP (filed herewith
electronically).
24.1 Powers of Attorney (filed herewith electronically).
99.1 St. Paul Re, Inc. Long-Term Incentive Plan (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 March 17, 1998.
THE ST. PAUL COMPANIES, INC.
By: /s/ Bruce A. Backberg
------------------------------------------
Bruce A. Backberg
Senior Vice President and Chief Legal Counsel
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 March 17, 1998:
/s/ Douglas W. Leatherdale Chairman, President and Chief
- ---------------------------------------- Executive Officer (Principal
Douglas W. Leatherdale Executive Officer)
/s/ Patrick A. Thiele Executive Vice President
- ---------------------------------------- and a Director
Patrick A. Thiele
/s/ Paul J. Liska Executive Vice President and
- ---------------------------------------- Chief Financial Officer (Principal
Paul J. Liska Financial Officer)
/s/ Howard E. Dalton Senior Vice President and Chief
- ---------------------------------------- Accounting Officer (Principal
Howard E. Dalton Accounting Officer)
/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/ Thomas R. Hodgson* Director
- ----------------------------------------
Thomas R. Hodgson
/s/ Ronald James* Director
- ----------------------------------------
Ronald James
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/Bruce A. Backberg
------------------------------------
Bruce A. Backberg
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 Bruce A. Backberg, Esq. . Filed herewith
electronically.
23.1 Consent of Bruce A. Backberg, Esq. . . . . . . . Included in Exhibit
5.1.
23.2 Independent Auditors' Consent of KPMG
Peat Marwick LLP . . . . . . . . . . . . . . . . Filed herewith
electronically.
24.1 Powers of Attorney . . . . . . . . . . . . . . . Filed herewith
electronically.
99.1 St. Paul Re, Inc. Long-Term Incentive Plan . . . Filed herewith
electronically.
8
<PAGE>
EXHIBIT 5.1
March 17, 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 60,000
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 March 17, 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 the Shares in the manner and
under the terms set forth in the Registration Statement.
2. The 60,000 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/ 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.
/s/ KPMG Peat Marwick LLP
Minneapolis, Minnesota
March 17, 1998
<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 Re, Inc. Long-Term Incentive 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: February 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 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 Re, Inc. Long-Term Incentive 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: February 3, 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 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 Re, Inc. Long-Term Incentive 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: February 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 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 Re, Inc. Long-Term Incentive 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: February 3, 1998 SIGNATURE:/s/ Pierson M. Grieve
-----------------------------------
NAME: Pierson M. Grieve
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, That I, the undersigned, Executive Vice
President and Chief Financial 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 Re, Inc. Long-Term Incentive 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: February 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 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 Re, Inc. Long-Term Incentive 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: February 3, 1998 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 Re, Inc. Long-Term Incentive 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: February 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 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 Re, Inc. Long-Term Incentive 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: February 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 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 Re, Inc. Long-Term Incentive 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: February 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 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 Re, Inc. Long-Term Incentive 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: February 7, 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 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 Re, Inc. Long-Term Incentive 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: February 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 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 Re, Inc. Long-Term Incentive 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: February 3, 1998 SIGNATURE:/s/ Gordon M. Sprenger
-----------------------------------
NAME: Gordon M. Sprenger
<PAGE>
ST. PAUL RE, INC.
LONG-TERM INCENTIVE PLAN
SECTION 1: PURPOSES
The purposes of the Plan are to provide incentive compensation to key
employees who are in a position to make significant contributions to the
growth and long-term success of St. Paul Re; to attract and retain
individuals of outstanding ability; and to align the interests of those who
hold positions of major responsibility in St. Paul Re with the interest of
The St. Paul's stockholders.
SECTION 2: DEFINITIONS
The following terms, as used herein, will have the meaning specified:
"AVERAGE ROE" means the capital weighted average of ROE for all Plan Years in
the Performance Period.
"AWARD" means an award made pursuant to the Plan.
"AWARD SCHEDULE" means the schedule established by the Committee pursuant to
Section 4.1 and used to determine the payment of an Award.
"BENEFICIARY" means the person(s) designated by the Participant, in writing on
a form provided by the Committee, to receive payments under the Plan in the
event of his death while a Participant or, in the absence of such designation,
the Participant's estate.
"BOARD" means the Board of Directors of The St. Paul.
"CAUSE" means (i) a felony conviction of the Participant; (ii) the commission
by the Participant of an act of fraud or embezzlement against St. Paul Re or
The St. Paul; (iii) the Participant's willful misconduct or gross negligence
materially detrimental to St. Paul Re or The St. Paul; (iv) the Participant's
continued failure to implement reasonable requests or directions received in
the course of his employment with St. Paul Re; (v) the Participant's wrongful
dissemination or use of confidential or proprietary information of St. Paul Re
or The St. Paul; or (vi) the intentional and habitual neglect by the
Participant of his duties to St. Paul Re.
1
<PAGE>
"COMMITTEE" means a committee designated by the Board to be the Committee for
purposes of the Plan. For purposes of this document, the Committee shall be
the Chairman of The St. Paul Companies, Inc., the President of St. Paul Re, and
Senior Vice President - Human Resources of The St. Paul Companies, Inc.
"CURING PERIOD" means the Year immediately after the last Plan Year of each
Performance Period.
"DISABILITY" means permanent and total disability within the meaning of St.
Paul Re's long-term disability plan.
"EMPLOYEE" means an employee of St. Paul Re.
"FAIR MARKET VALUE" means the closing price of a share of common stock of The
St. Paul as reported in The Wall Street Journal for the relevant date, or if no
sale of such common stock is reported for such date, the next preceding day for
which there is a reported sale.
"INITIAL PERFORMANCE PERIOD" means the period consisting of the Plan Years 1995
and 1996.
"MAXIMUM PERFORMANCE" means one hundred ten percent (110%) of Target
Performance.
"NET WRITTEN PREMIUM" means, for any Plan Year, net written premium and net
written premium equivalents as recorded for the customized reinsurance
operations, as shown in St. Paul Re's "MARIO" report.
"PARTICIPANT" means an Employee designated from time to time by the Committee
to receive an Award.
"PAYOUT PERCENTAGE" means the percentage of Performance Units payable at a
specified level of performance, as set forth in an Award Schedule.
"PERFORMANCE CRITERIA" means Average ROE and Performance Period Net Written
Premium.
"PERFORMANCE PERIOD" means a period of not less than three consecutive Plan
Years, except that the Initial Performance Period shall consist of two
consecutive Plan Years; a new Performance Period may commence every Plan year.
"PERFORMANCE PERIOD NET WRITTEN PREMIUM" means, for any Performance Period, the
aggregate Net Written Premium for all Plan Years in such period.
"PERFORMANCE UNIT" means an Award described in Section 4.
"PLAN" means the St. Paul Re Long-Term Incentive Plan.
2
<PAGE>
"PLAN YEAR" means the calendar year of St. Paul Re, except as it applies to
ROE, where it means accident year of St. Paul Re.
"RETIREMENT" means retirement under The St. Paul Companies Retirement Plan.
"ROE" means, for any Plan Year, the capital weighted ROE for St. Paul Re as
approved by the Chairman of The St. Paul, or his designee(s).
"ST. PAUL RE" means all of the operations managed under the name of St. Paul
Re.
"TARGET PERFORMANCE" means the level of performance established as target
performance with respect to each Performance Criterion.
"THE ST. PAUL" means The St. Paul Companies, Inc., of which St. Paul Re is a
business unit.
"THRESHOLD PERFORMANCE" means eighty percent (80%) of Target Performance.
SECTION 3: PARTICIPATION
3.1 PARTICIPATION. Participants shall include the CEO of St. Paul Re and such
other Employees recommended by the CEO of St. Paul Re and selected by the
Committee from among those Employees who, in the opinion of the Committee,
are in a position to make significant contributions to the growth and long-
term success of St. Paul Re.
SECTION 4: GRANT AND PAYMENT OF AWARDS
4.1 TARGET PERFORMANCE. Target Performance will be established by the
Committee with respect to each Performance Criterion for each Performance
Period. The Committee will also establish an Award Schedule, which need
not be the same for all Participants, setting forth the Payout Percentages
applicable to specified levels of performance. Such Payout Percentages
may range from zero percent (O%) to two hundred percent (200%), as
determined by the Committee; provided that the maximum such Payout
Percentage set forth in an Award Schedule shall not be applicable unless
Maximum Performance has been achieved with respect to each Performance
Criterion; and provided further that no Award shall be payable unless
Threshold Performance has been achieved with respect to each Performance
Criterion. Performance between Threshold, Plan and Maximum will be
interpolated. Average ROE will be weighted sixty six and two-thirds
percent (66 2/3%) and Performance Period Net Written Premium will be
weighted thirty three and one-third percent (33 1/3%) for purposes of
determining the Payout Percentage unless the Committee determines
otherwise at the start of each Performance Period.
3
<PAGE>
4.2 GRANT OF AWARDS. Each participant will have a target award, expressed as
a percentage of base salary as of March 31 of the first plan year in the
cycle, denominated in shares of The St. Paul stock at the beginning of the
performance period (i.e. performance units). The Committee will determine
the number of Performance Units granted to each Participant with respect
to a Performance Period. Each Award will be evidenced by an Award
Agreement, which will set forth the number of Performance Units granted
thereby, the Performance Period to which they relate, the Target
performance and Threshold Performance with respect to each Performance
Criterion, the Award Schedule and such additional terms and conditions not
inconsistent with the Plan as the Committee may determine from time to
time. By accepting the Award, each Participant shall thereby agree that
such Award is subject to all of the terms and conditions of the Plan and
the participants' Award Schedule. In the event of any conflict between
the Plan and the Award Schedule, the Plan shall govern.
4.3 PAYMENT OF AWARDS. As soon as practicable after the end of the Curing
Period, each Participant shall be paid an amount, net of applicable
withholding taxes, equal to the number of Performance Units payable to
such Participant in accordance with his Award Schedule multiplied by Fair
Market Value on the day on which Curing Period results for The St. Paul
are publicly announced. At least one-half of the amount, net of
applicable withholding taxes, shall be paid in- shares of common stock of
the St. Paul, and the balance shall be paid out in either cash or shares
of common stock of The St. Paul, at the request of each Participant and
the approval of the Committee. All determinations regarding the payment
of Awards, including the determination of the level of performance
achieved for the Performance Period and the calculation of any such
payments, will be made by the Committee. Any net amounts payable to an
officer or director of The St. Paul will only be paid in cash.
4.4 ENTITLEMENT TO PERFORMANCE AWARDS. A Participant is entitled to a
Performance Award for a Performance Period only if a Performance Objective
for the Participant or the Participant's group is met and if the
Participant is actively employed by the Company or a Subsidiary on the
final day of the Performance Period, provided, however, that, in the event
of the Participant's death, disability, approved leave of absence or
retirement during a Performance Period or for any other reason deemed
appropriate, a-pro rata performance award may be made based upon the
period of active employment. In no event shall there be pro rata
entitlement to a Performance Award if a Performance Objective is not
achieved.
Nothing in the Plan or in the administration thereof shall in any way
diminish the right of St. Paul Re to reduce the compensation or to
terminate the employment of any Participant.
4
<PAGE>
SECTION 5. TERMINATION OF EMPLOYMENT
5.1 PARTICIPANT MUST BE EMPLOYEE. Except as otherwise provided in this
Section 5 or by the Committee, no Award shall be payable to a Participant
who was not an Employee on the last day of the Performance Period.
5.2 DEATH, DISABILITY OR RETIREMENT. If a Participant's employment with St.
Paul Re terminates due to death, disability or retirement, the Participant
shall be entitled to a pro rata portion of his Award for any Performance
Period in progress. The pro rata portion of a Participant's Award will be
determined by multiplying the amount that would otherwise have been paid to
such Participant had his employment not so terminated by a fraction, the
numerator of which is the number of months from the start of the
Performance Period through the end of the month in which the Participant's
employment with St. Paul Re terminated, and the denominator of which is the
number of months in such Performance Period. Such prorated amounts shall
be paid in cash at the time that other amounts for such Performance
Period(s) are otherwise paid to Participants.
5.3 TERMINATION FOR CAUSE. If a Participant's employment with the Corporation
is terminated for Cause, his Award for any Performance Period in progress
shall be canceled and no amount shall be payable with respect thereto.
SECTION 6. ADMINISTRATION
6.1 AUTHORITY. The Plan shall be administered by the Committee. The Committee
shall have full and complete authority, in its sole and absolute
discretion, (i) to exercise all of the powers granted to it under the Plan,
(ii) to construe, interpret and implement the Plan and any related
document, (iii) to prescribe, amend and rescind rules relating to the Plan,
(iv) to make all determinations necessary or advisable in administering the
Plan, and (v) to correct any defect, supply any omission and reconcile any
inconsistency in the Plan. The actions and determinations of the Committee
on all matters relating to the Plan and any Awards will be final and
conclusive, which actions and determinations need not be uniform and may be
taken and made selectively among persons who receive, or are eligible to
receive, Awards under the Plan, whether or not such persons are similarly
situated.
6.2 APPOINTMENT OF EXPERTS AND DELEGATION. The Committee may appoint such
accountants, counsel, and other experts as it deems necessary or desirable
in connection with the administration of the Plan. The Committee may also
delegate to Employees the authority to execute and deliver such
instruments and documents, to do all such acts and things, and to take all
such other steps deemed necessary, advisable or convenient for the
effective administration of the Plan in accordance with its terms and
purpose.
5
<PAGE>
6.3 BOOKS AND RECORDS. The Committee and others to whom the Plan Committee
has delegated such duties shall keep a record of all their proceedings and
actions and shall maintain all such books of account, records and other
data as shall be necessary for the proper administration of the Plan.
6.4 PAYMENT OF EXPENSES. The Corporation shall pay all reasonable expenses of
administering the Plan including, but not limited to, the payment of
professional fees incurred at the direction of the Chairman of The St.
Paul Companies, Inc. or his designee(s).
SECTION 7: MISCELLANEOUS
7.1 NON-ASSIGNABILITY. No Award or Performance Unit shall be assignable or
transferable except by will or by the laws of descent and distribution.
7.2 WITHHOLDING TAXES. Whenever payments under the Plan are to be made, St.
Paul Re shall withhold therefrom an amount sufficient to satisfy any
applicable governmental withholding tax requirements related thereto.
7.3 AMENDMENT OR TERMINATION. The Board may at any time amend or terminate
the Plan, in whole or in part, and the Committee may at any time alter or
amend any or all Award Schedules; provided that no such action will
adversely affect the rights of a Participant under the Plan or his Award
Schedule without his consent.
7.4 OTHER PAYMENTS OR AWARDS. Nothing contained in the Plan shall be deemed
in any way to limit or restrict St. Paul Re or The St. Paul from making
any award or payment to any person under any other plan, arrangement or
understanding, whether now existing or hereafter in effect.
7.5 PAYMENTS TO OTHER PERSONS. If payments are legally required to be made to
any person other than the person to whom any amount is made available
under the Plan, payments shall be made accordingly. Any such payment
shall be a complete discharge of the liability hereunder.
7.6 UNFUNDED PLAN. The Plan shall be unfunded. No provision of the Plan or
any Award Agreement shall require St. Paul Re or The St. Paul, for the
purpose of satisfying any obligations under the Plan, to purchase assets
or place any assets in a trust or other entity to which contributions are
made or otherwise to segregate any assets. Participants shall have no
rights under the Plan or any Award Agreement other than as unsecured
general creditors of St. Paul Re.
6
<PAGE>
7.7 PERFORMANCE OBJECTIVE ADJUSTMENTS. The terms and conditions of Awards may
be adjusted in the event of a merger, acquisition, consolidation,
divestiture, recapitalization, stock split, extraordinary distribution or
other similar event. Any Performance Objective or group Performance
Objective may be adjusted, at any time not later than the midpoint of any
Performance Period, if it is determined that external economic conditions
or other factors beyond the reasonable control of a Participant or a group
of Participants have materially changed in a manner not reasonably
foreseeable or taken into account when the Performance Objective was
originally set, provided that failure to make an adjustment would likely
be inconsistent with the purpose of the Plan. The Committee shall
determine what, if any, adjustments shall be made.
7.8 EXCLUSION FROM BENEFITS COMPUTATIONS. By becoming a Participant under the
Plan, each Participant shall be deemed to have agreed that any Performance
Award paid to such Participant is special incentive compensation and that
it will not be taken into account as "salary" or "compensation" or
"bonus" in determining the amount of any payment under any insurance,
pension, retirement, profit sharing or similar plan of the Company.
7.9 LIMITS OF LIABILITY. Any liability of St. Paul Re to any Participant with
respect to an Award shall be based solely upon contractual obligations
created by the Plan and the Award Schedule. Neither St. Paul Re nor the
St. Paul, nor any member of the Board or of the Committee, nor any other
person participating in any determination of any question under the Plan,
or in the interpretation, administration or application of the Plan, shall
have any liability to any party for any action taken, or not taken, in
good faith under the Plan.
7.10 RIGHTS OF EMPLOYEES. Status as an Employee shall not be construed as a
commitment that any Award shall be made under this Plan to such Employee.
Nothing contained in this Plan or in any Award Schedule (or in any other
documents related to this Plan or to any Award or Award Schedule) shall
confer upon any Employee or Participant any right to continue in the
employ or other service of St. Paul Re or constitute any contract or limit
in any way the right of St. Paul Re to change such person's compensation
or other benefits or to terminate the employment or other service of such
person with or without Cause.
7.11 STATUS OF SHAREHOLDERS. Performance Units are not, and do not constitute,
shares of common stock of The St. Paul, and no right as a holder of shares
of common stock of The St. Paul shall devolve upon a Participant unless
and until such shares are issued to the Participant.
7
<PAGE>
7.12 COMPLIANCE WITH LAWS. This Plan and the offer, issuance and delivery of
securities under this Plan are subject to compliance with all applicable
federal and state laws, rules and regulations and to such approvals by any
listing agency or any regulatory or governmental authority as may, in the
opinion of counsel for St. Paul Re and/or The St. Paul, be necessary or
advisable in connection therewith. Any securities delivered under this
Plan shall be subject to such restrictions, and the person acquiring such
securities shall, if requested, provide such assurances and
representations to St. Paul Re and/or The St. Paul as it or they may deem
necessary or desirable to assure compliance with all applicable legal
requirements.
7.13 SECTION HEADINGS. The section headings contained herein are for the
purpose of convenience only, and in the event of any conflict, the text of
the Plan, rather than the section headings, shall control.
7.14 GENDER, ETC. In interpreting the Plan, the masculine gender shall include
the feminine, the neuter gender shall include the masculine or feminine,
and the singular shall include the plural unless the context clearly
indicates otherwise.
7.15 INVALIDITY. If any term or provision contained herein shall to any ex-
tent be invalid or unenforceable, such term or provision will be reformed
so that it is valid, and such invalidity or unenforceability shall not
affect any other provision or part hereof
7.16 APPLICABLE LAW. The Plan, the Award Agreements and all actions taken
hereunder or thereunder shall be governed by, and construed in accordance
with, the laws of the State of Minnesota without regard to the conflict of
law principles thereof
7.17 EFFECTIVE DATE. The Plan shall be effective as of the Plan Year beginning
January 1, 1995.
8
