ST PAUL COMPANIES INC /MN/
S-3, EX-24.1, 2000-08-18
FIRE, MARINE & CASUALTY INSURANCE
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<PAGE>
                                                                    EXHIBIT 24.1

                               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 John A. MacColl, Bruce A. Backberg and Sandy Ulsaker
Wiese, or any of them, to be my attorney-in-fact, with full power and authority
to sign on my behalf a Registration Statement on Form S-3 for the registration
of debt securities of The St. Paul Companies, Inc. (the "Registration
Statement"), under the authority granted by the Board of Directors of The St.
Paul at its August 1, 2000 meeting, to be filed by The St. Paul with the
Securities and Exchange Commission, and any and all amendments (including,
without limitation, post-effective amendments) thereto, and any registration
statements to be filed pursuant to Rule 462(b) under the Securities Act of 1933,
as amended, ("Rule 462(b) Registration Statement") 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 (and any Rule 462(b) Registration Statement), 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 or Rule 462(b) Registration Statement.

<TABLE>
<S>                                                  <C>
                                                     Signature: /s/ H. FURLONG BALDWIN
                                                     ----------------------------------
                                                     Name: H. Furlong Baldwin
</TABLE>

Dated: August 1, 2000
<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 John A. MacColl, Bruce A. Backberg and Sandy Ulsaker
Wiese, or any of them, to be my attorney-in-fact, with full power and authority
to sign on my behalf a Registration Statement on Form S-3 for the registration
of debt securities of The St. Paul Companies, Inc. (the "Registration
Statement"), under the authority granted by the Board of Directors of The St.
Paul at its August 1, 2000 meeting, to be filed by The St. Paul with the
Securities and Exchange Commission, and any and all amendments (including,
without limitation, post-effective amendments) thereto, and any registration
statements to be filed pursuant to Rule 462(b) under the Securities Act of 1933,
as amended, ("Rule 462(b) Registration Statement") 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 (and any Rule 462(b) Registration Statement), 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 or Rule 462(b) Registration Statement.

<TABLE>
<S>                                                  <C>
                                                     Signature: /s/ JOHN H. DASBURG
                                                     ----------------------------------
                                                     Name: John H. Dasburg
</TABLE>

Dated: August 1, 2000
<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 John A. MacColl, Bruce A. Backberg and Sandy Ulsaker
Wiese, or any of them, to be my attorney-in-fact, with full power and authority
to sign on my behalf a Registration Statement on Form S-3 for the registration
of debt securities of The St. Paul Companies, Inc. (the "Registration
Statement"), under the authority granted by the Board of Directors of The St.
Paul at its August 1, 2000 meeting, to be filed by The St. Paul with the
Securities and Exchange Commission, and any and all amendments (including,
without limitation, post-effective amendments) thereto, and any registration
statements to be filed pursuant to Rule 462(b) under the Securities Act of 1933,
as amended, ("Rule 462(b) Registration Statement") 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 (and any Rule 462(b) Registration Statement), 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 or Rule 462(b) Registration Statement.

<TABLE>
<S>                                                  <C>
                                                     Signature: /s/ W. JOHN DRISCOLL
                                                     ----------------------------------
                                                     Name: W. John Driscoll
</TABLE>

Dated: August 1, 2000
<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 John A. MacColl, Bruce A. Backberg and Sandy Ulsaker
Wiese, or any of them, to be my attorney-in-fact, with full power and authority
to sign on my behalf a Registration Statement on Form S-3 for the registration
of debt securities of The St. Paul Companies, Inc. (the "Registration
Statement"), under the authority granted by the Board of Directors of The St.
Paul at its August 1, 2000 meeting, to be filed by The St. Paul with the
Securities and Exchange Commission, and any and all amendments (including,
without limitation, post-effective amendments) thereto, and any registration
statements to be filed pursuant to Rule 462(b) under the Securities Act of 1933,
as amended, ("Rule 462(b) Registration Statement") 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 (and any Rule 462(b) Registration Statement), 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 or Rule 462(b) Registration Statement.

<TABLE>
<S>                                                  <C>
                                                     Signature: /s/ KENNETH M. DUBERSTEIN
                                                     ----------------------------------
                                                     Name: Kenneth M. Duberstein
</TABLE>

Dated: August 1, 2000
<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 John A. MacColl, Bruce A. Backberg and Sandy Ulsaker
Wiese, or any of them, to be my attorney-in-fact, with full power and authority
to sign on my behalf a Registration Statement on Form S-3 for the registration
of debt securities of The St. Paul Companies, Inc. (the "Registration
Statement"), under the authority granted by the Board of Directors of The St.
Paul at its August 1, 2000 meeting, to be filed by The St. Paul with the
Securities and Exchange Commission, and any and all amendments (including,
without limitation, post-effective amendments) thereto, and any registration
statements to be filed pursuant to Rule 462(b) under the Securities Act of 1933,
as amended, ("Rule 462(b) Registration Statement") 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 (and any Rule 462(b) Registration Statement), 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 or Rule 462(b) Registration Statement.

<TABLE>
<S>                                                  <C>
                                                     Signature: /s/ PIERSON M. GRIEVE
                                                     ----------------------------------
                                                     Name: Pierson M. Grieve
</TABLE>

Dated: August 1, 2000
<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 John A. MacColl, Bruce A. Backberg and Sandy Ulsaker
Wiese, or any of them, to be my attorney-in-fact, with full power and authority
to sign on my behalf a Registration Statement on Form S-3 for the registration
of debt securities of The St. Paul Companies, Inc. (the "Registration
Statement"), under the authority granted by the Board of Directors of The St.
Paul at its August 1, 2000 meeting, to be filed by The St. Paul with the
Securities and Exchange Commission, and any and all amendments (including,
without limitation, post-effective amendments) thereto, and any registration
statements to be filed pursuant to Rule 462(b) under the Securities Act of 1933,
as amended, ("Rule 462(b) Registration Statement") 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 (and any Rule 462(b) Registration Statement), 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 or Rule 462(b) Registration Statement.

<TABLE>
<S>                                                  <C>
                                                     Signature: /s/ JAMES E. GUSTAFSON
                                                     ----------------------------------
                                                     Name: James E. Gustafson
</TABLE>

Dated: August 1, 2000
<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 John A. MacColl, Bruce A. Backberg and Sandy Ulsaker
Wiese, or any of them, to be my attorney-in-fact, with full power and authority
to sign on my behalf a Registration Statement on Form S-3 for the registration
of debt securities of The St. Paul Companies, Inc. (the "Registration
Statement"), under the authority granted by the Board of Directors of The St.
Paul at its August 1, 2000 meeting, to be filed by The St. Paul with the
Securities and Exchange Commission, and any and all amendments (including,
without limitation, post-effective amendments) thereto, and any registration
statements to be filed pursuant to Rule 462(b) under the Securities Act of 1933,
as amended, ("Rule 462(b) Registration Statement") 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 (and any Rule 462(b) Registration Statement), 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 or Rule 462(b) Registration Statement.

<TABLE>
<S>                                                  <C>
                                                     Signature: /s/ THOMAS R. HODGSON
                                                     ----------------------------------
                                                     Name: Thomas R. Hodgson
</TABLE>

Dated: August 1, 2000
<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 John A. MacColl, Bruce A. Backberg and Sandy Ulsaker
Wiese, or any of them, to be my attorney-in-fact, with full power and authority
to sign on my behalf a Registration Statement on Form S-3 for the registration
of debt securities of The St. Paul Companies, Inc. (the "Registration
Statement"), under the authority granted by the Board of Directors of The St.
Paul at its August 1, 2000 meeting, to be filed by The St. Paul with the
Securities and Exchange Commission, and any and all amendments (including,
without limitation, post-effective amendments) thereto, and any registration
statements to be filed pursuant to Rule 462(b) under the Securities Act of 1933,
as amended, ("Rule 462(b) Registration Statement") 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 (and any Rule 462(b) Registration Statement), 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 or Rule 462(b) Registration Statement.

<TABLE>
<S>                                                  <C>
                                                     Signature: /s/ DAVID G. JOHN
                                                     ----------------------------------
                                                     Name: David G. John
</TABLE>

Dated: August 1, 2000
<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 John A. MacColl, Bruce A. Backberg and Sandy Ulsaker
Wiese, or any of them, to be my attorney-in-fact, with full power and authority
to sign on my behalf a Registration Statement on Form S-3 for the registration
of debt securities of The St. Paul Companies, Inc. (the "Registration
Statement"), under the authority granted by the Board of Directors of The St.
Paul at its August 1, 2000 meeting, to be filed by The St. Paul with the
Securities and Exchange Commission, and any and all amendments (including,
without limitation, post-effective amendments) thereto, and any registration
statements to be filed pursuant to Rule 462(b) under the Securities Act of 1933,
as amended, ("Rule 462(b) Registration Statement") 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 (and any Rule 462(b) Registration Statement), 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 or Rule 462(b) Registration Statement.

<TABLE>
<S>                                                  <C>
                                                     Signature: /s/ WILLIAM H. KLING
                                                     ----------------------------------
                                                     Name: William H. Kling
</TABLE>

Dated: August 1, 2000
<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 John A. MacColl, Bruce A. Backberg and Sandy Ulsaker
Wiese, or any of them, to be my attorney-in-fact, with full power and authority
to sign on my behalf a Registration Statement on Form S-3 for the registration
of debt securities of The St. Paul Companies, Inc. (the "Registration
Statement"), under the authority granted by the Board of Directors of The St.
Paul at its August 1, 2000 meeting, to be filed by The St. Paul with the
Securities and Exchange Commission, and any and all amendments (including,
without limitation, post-effective amendments) thereto, and any registration
statements to be filed pursuant to Rule 462(b) under the Securities Act of 1933,
as amended, ("Rule 462(b) Registration Statement") 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 (and any Rule 462(b) Registration Statement), 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 or Rule 462(b) Registration Statement.

<TABLE>
<S>                                                  <C>
                                                     Signature: /s/ BRUCE K. MACLAURY
                                                     ----------------------------------
                                                     Name: Bruce K. MacLaury
</TABLE>

Dated: August 1, 2000
<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 John A. MacColl, Bruce A. Backberg and Sandy Ulsaker
Wiese, or any of them, to be my attorney-in-fact, with full power and authority
to sign on my behalf a Registration Statement on Form S-3 for the registration
of debt securities of The St. Paul Companies, Inc. (the "Registration
Statement"), under the authority granted by the Board of Directors of The St.
Paul at its August 1, 2000 meeting, to be filed by The St. Paul with the
Securities and Exchange Commission, and any and all amendments (including,
without limitation, post-effective amendments) thereto, and any registration
statements to be filed pursuant to Rule 462(b) under the Securities Act of 1933,
as amended, ("Rule 462(b) Registration Statement") 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 (and any Rule 462(b) Registration Statement), 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 or Rule 462(b) Registration Statement.

<TABLE>
<S>                                                  <C>
                                                     Signature: /s/ GLEN D. NELSON, M.D.
                                                     ----------------------------------
                                                     Name: Glen D. Nelson, M.D.
</TABLE>

Dated: August 1, 2000
<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 John A. MacColl, Bruce A. Backberg and Sandy Ulsaker
Wiese, or any of them, to be my attorney-in-fact, with full power and authority
to sign on my behalf a Registration Statement on Form S-3 for the registration
of debt securities of The St. Paul Companies, Inc. (the "Registration
Statement"), under the authority granted by the Board of Directors of The St.
Paul at its August 1, 2000 meeting, to be filed by The St. Paul with the
Securities and Exchange Commission, and any and all amendments (including,
without limitation, post-effective amendments) thereto, and any registration
statements to be filed pursuant to Rule 462(b) under the Securities Act of 1933,
as amended, ("Rule 462(b) Registration Statement") 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 (and any Rule 462(b) Registration Statement), 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 or Rule 462(b) Registration Statement.

<TABLE>
<S>                                                  <C>
                                                     Signature: /s/ ANITA M. PAMPUSCH
                                                     ----------------------------------
                                                     Name: Anita M. Pampusch
</TABLE>

Dated: August 1, 2000
<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 John A. MacColl, Bruce A. Backberg and Sandy Ulsaker
Wiese, or any of them, to be my attorney-in-fact, with full power and authority
to sign on my behalf a Registration Statement on Form S-3 for the registration
of debt securities of The St. Paul Companies, Inc. (the "Registration
Statement"), under the authority granted by the Board of Directors of The St.
Paul at its August 1, 2000 meeting, to be filed by The St. Paul with the
Securities and Exchange Commission, and any and all amendments (including,
without limitation, post-effective amendments) thereto, and any registration
statements to be filed pursuant to Rule 462(b) under the Securities Act of 1933,
as amended, ("Rule 462(b) Registration Statement") 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 (and any Rule 462(b) Registration Statement), 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 or Rule 462(b) Registration Statement.

<TABLE>
<S>                                                  <C>
                                                     Signature: /s/ GORDON M. SPRENGER
                                                     ----------------------------------
                                                     Name: Gordon M. Sprenger
</TABLE>

Dated: August 1, 2000


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