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EXHIBIT 10(b)
AMENDMENT TO
THE ST. PAUL COMPANIES, INC.
DIRECTORS CHARITABLE AWARD PROGRAM
The first paragraph of Section 6 of the Directors Charitable Award
Program is amended, effective August 3, 1999, to read as follows:
6. VESTING
The amount of the donation made on a Director's behalf
will be determined based on the Director's months of Board
service, in accordance with the following vesting
schedule:
VESTING DATE DONATION AMOUNT
------------ ---------------
Upon first anniversary
of date first elected a
director by shareholders
(Election Date) $200,000
Upon second anniversary
of Election Date $400,000
Upon third anniversary
of Election Date $600,000
Upon fourth anniversary
of Election Date $800,000
Upon fifth anniversary
of Election Date $1,000,000
