MINNESOTA 41-0518860
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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THE ST. PAUL COMPANIES, INC.
(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 included in The St. Paul Companies, Inc. 1999 Global Stock
Option Plan.
(2) Pursuant to Rule 457(h)(1) and 457(c) of the Securities Act of 1933, as
amended, the proposed maximum offering price per share, the proposed
maximum aggregate offering price and the amount of the registration fee are
based upon the average of the high and low prices of the Common Stock on
the New York Stock Exchange as reported in the consolidated transaction
reporting system on July 20, 2001.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
EXPLANATORY NOTE
As permitted by Part I of Form S-8, this Registration Statement omits the information specified in Part I. The documents containing the information specified in Part I will be delivered to the participants in the plan covered by this Registration Statement, as required by Rule 428(b) under the Securities Act of 1933, as amended (the "Securities Act"). Such documents are not being filed with the Securities and Exchange Commission (the "Commission") as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act.
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") are hereby incorporated by reference in this Registration Statement:
- Annual Report on Form 10-K, as filed with the Commission on March 28, 2001.
- Definitive Proxy Statement on Schedule 14A as filed with the Commission on March 27, 2001.
- Quarterly Report on Form 10-Q, as filed with the Commission on May 14, 2001.
- Current Report on Form 8-K, as filed with the Commission on April 30, 2001.
- Current Report on Form 8-K, as filed with the Commission on March 12, 2001.
- Current Report on Form 8-K, as filed with the Commission on July 18, 2001.
- The description of the Company's Common Stock contained in its registration statement on Form 8-A, including any amendments or supplements thereto, as filed with the Commission on October 17, 1991.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the filing date of such documents.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein) modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Bruce A. Backberg, Senior Vice President and Corporate Secretary of the Company, has given his opinion about certain legal matters affecting the securities registered under this Registration Statement. Mr. Backberg is not eligible to participate in the Plan.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Minnesota Statute Section 302A.521 provides that a Minnesota business corporation shall indemnify any director, officer, or employee of the corporation made or threatened to be made a party to a proceeding, by reason of the former or present official capacity (as defined) of the person, against judgments, penalties, fines, settlements and reasonable expenses incurred by the person in connection with the proceeding if certain statutory standards are met. "Proceeding" means a threatened, pending or completed civil, criminal, administrative, arbitration or investigative proceeding, including one by or in the right of the corporation. Section 302A.521 contains detailed terms regarding such right of indemnification and reference is made thereto for a complete statement of such indemnification rights.
The Bylaws of the Company provide, subject to certain exceptions, that directors and officers of the Company and certain others shall be indemnified by the Company to the fullest extent permitted or required by Minnesota Statute Section 302A.521.
The Company maintains directors' and officers' liability insurance, including a reimbursement policy in favor of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit
No. Description
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4.1 Restated Articles of Incorporation of the Company (incorporated
herein by reference to Exhibit 3 of the Company's Annual Report on
Form 10-K for the year ended December 31, 1998)
4.2 Bylaws of the Company (incorporated herein by reference to Exhibit
3(b) of the Company's Annual Report on Form 10-K for the year
ended December 31, 2000)
5.1 Opinion and Consent of Bruce A. Backberg, Esq.
23.1 Consent of Bruce A. Backberg, Esq. (included in Exhibit 5.1)
23.2 Consent of KPMG LLP.
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24.1 Powers of Attorney |
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;
(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 thereof) which, individually or in aggregate, represent a fundamental change in the information set forth 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) of this Item 9 do not apply if the information required to be included in the post-effective amendment by those paragraphs is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act, 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.
(4) The undersigned Company hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.
(5) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company 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 and is, therefore, unenforceable. In any event that a claim for indemnification against such liabilities (other than
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the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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 Securities Act and will be governed by the final adjudication of such issue.
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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, Minnesota, on July 24, 2001.
THE ST. PAUL COMPANIES, INC.
By: /s/ BRUCE A. BACKBERG -------------------------------- Name: Bruce A. Backberg Title: Senior Vice President and Corporate Secretary |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Date: July 24, 2001 By: /s/ Douglas W. Leatherdale
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Douglas W. Leatherdale, Director, Chairman of
the Board, President and Chief Executive Officer
Date: July 24, 2001 By: /s/ Thomas A. Bradley
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Thomas A. Bradley, Chief Financial Officer
Date: July 24, 2001 By: /s/ John C. Treacy
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John C. Treacy, Vice President and Corporate
Controller
(principal accounting officer)
Date: July 24, 2001 By: /s/ H. Furlong Baldwin
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H. Furlong Baldwin*, Director
Date: July 24, 2001 By: /s/ Carolyn H. Byrd
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Carolyn H. Byrd*, Director
Date: July 24, 2001 By: /s/ John H. Dasburg
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John H. Dasburg*, Director
Date: July 24, 2001 By: /s/ Janet M. Dolan
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Janet M. Dolan*, Director
Date: July 24, 2001 By: /s/ Kenneth M. Duberstein
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Kenneth M. Duberstein*, Director
Date: July 24, 2001 By: /s/ Pierson M. Grieve
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Pierson M. Grieve*, Director
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Date: July 24, 2001 By: /s/ Thomas R. Hodgson
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Thomas R. Hodgson*, Director
Date: July 24, 2001 By: /s/ David G. John
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David G. John*, Director
Date: July 24, 2001 By: /s/ William H. Kling
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William H. Kling*, Director
Date: July 24, 2001 By: /s/ Bruce K. MacLaury
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Bruce K. MacLaury*, Director
Date: July 24, 2001 By: /s/ Glen D. Nelson, M.D.
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Glen D. Nelson, M.D.*, Director
Date: July 24, 2001 By: /s/ Gordon M. Sprenger
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Gordon M. Sprenger*, Director
Date: July 24, 2001 *By: /s/ Bruce A. Backberg
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Bruce A. Backberg, Attorney-in-fact
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INDEX TO EXHIBITS
4.1 Restated Articles of Incorporation of the Company (incorporated
herein by reference to Exhibit 3 of the Company's Annual Report on
Form 10-K for the year ended December 31, 1998)
4.2 Bylaws of the Company (incorporated herein by reference to Exhibit
3(b) of the Company's Annual Report on Form 10-K for the year
ended December 31, 2000)
5.1 Opinion and Consent of Bruce A. Backberg, Esq.
23.1 Consent of Bruce A. Backberg, Esq. (included in Exhibit 5.1)
23.2 Consent of KPMG LLP
24.1 Powers of Attorney
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Exhibit 5.1
July 24, 2001
The St. Paul Companies, Inc.
385 Washington Street
St. Paul, Minnesota 55102
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933 (the "Act") of 3,200,000 shares (the "Securities") of common stock, without par value, of The St. Paul Companies, Inc., a Minnesota corporation (the "Company"), to be issued pursuant to the Company's 1999 Global Stock Option Plan, as amended (the "1999 Plan"), I, as Senior Vice President of the Company, have examined such corporate records, certificates and other documents, and such questions of law, as I have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination, I advise you that, in my opinion, when the registration statement relating to the Securities (the "Registration Statement") has become effective under the Act, the terms of the sale of the Securities have been established in conformity with the Company's restated articles of incorporation and the 1999 Plan, and the Securities have been duly issued and sold in accordance with the terms of the 1999 Plan and any relevant agreement entered into pursuant to the Plan and as contemplated by the Registration Statement, the Securities will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the federal laws of the United States and the laws of the State of Minnesota, and I am expressing no opinion as to the effect of the laws of any other jurisdiction. Also, I have relied as to certain matters on information obtained from public officials, officers of the Company and other sources believed by me to be responsible.
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to me in Part II, Item 5, of the Registration Statement. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/Bruce A. Backberg Senior Vice President and Corporate Secretary |
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
The St. Paul Companies, Inc.:
We consent to incorporation by reference in the registration statement on Form S-8 of The St. Paul Companies, Inc. 1999 Global Stock Option Plan, of our reports dated January 23, 2001, relating to the consolidated balance sheets of The St. Paul Companies, Inc. and subsidiaries as of December 31, 2000 and 1999, and the related consolidated statements of income, shareholders' equity, comprehensive income and cash flows for each of the years in the three-year period ended December 31, 2000 and related schedules I through V, which reports appear or are incorporated by reference in the December 31, 2000 annual report on Form 10-K of The St. Paul Companies, Inc. Our report refers to a change in the Company's method of accounting for insurance-related assessments.
Minneapolis, Minnesota
July 24, 2001
/s/ KPMG LLP |
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS 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 and Bruce A. Backberg, 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 the issuance of shares of The St. Paul common stock and the issuance of stock options and the purchase of shares of common stock of The St. Paul to be issued pursuant to The St. Paul's 1999 Global Stock Option Plan, and any or all additional 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 additional 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 the Registration Statement or any amendments thereto.
Dated: July 11, 2001
Signature: /s/ H. Furlong Baldwin
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Name: H. Furlong Baldwin, Director
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Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS 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 and Bruce A. Backberg, 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 the issuance of shares of The St. Paul common stock and the issuance of stock options and the purchase of shares of common stock of The St. Paul to be issued pursuant to The St. Paul's 1999 Global Stock Option Plan, and any or all additional 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 additional 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 the Registration Statement or any amendments thereto.
Dated: July 11, 2001
Signature: /s/ Carolyn H. Byrd
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Name: Carolyn H. Byrd, Director
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Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS 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 and Bruce A. Backberg, 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 the issuance of shares of The St. Paul common stock and the issuance of stock options and the purchase of shares of common stock of The St. Paul to be issued pursuant to The St. Paul's 1999 Global Stock Option Plan, and any or all additional 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 additional 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 the Registration Statement or any amendments thereto.
Dated: July 12, 2001
Signature: /s/ John H. Dasburg
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Name: John H. Dasburg, Director
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Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS 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 and Bruce A. Backberg, 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 the issuance of shares of The St. Paul common stock and the issuance of stock options and the purchase of shares of common stock of The St. Paul to be issued pursuant to The St. Paul's 1999 Global Stock Option Plan, and any or all additional 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 additional 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 the Registration Statement or any amendments thereto.
Dated: July 12, 2001
Signature: /s/ Janet M. Dolan
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Name: Janet M. Dolan, Director
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Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS 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 and Bruce A. Backberg, 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 the issuance of shares of The St. Paul common stock and the issuance of stock options and the purchase of shares of common stock of The St. Paul to be issued pursuant to The St. Paul's 1999 Global Stock Option Plan, and any or all additional 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 additional 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 the Registration Statement or any amendments thereto.
Dated: July 11, 2001
Signature: /s/ Kenneth M. Duberstein
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Name: Kenneth M. Duberstein, Director
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Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS 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 and Bruce A. Backberg, 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 the issuance of shares of The St. Paul common stock and the issuance of stock options and the purchase of shares of common stock of The St. Paul to be issued pursuant to The St. Paul's 1999 Global Stock Option Plan, and any or all additional 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 additional 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 the Registration Statement or any amendments thereto.
Dated: July 13, 2001
Signature: /s/ Pierson M. Grieve
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Name: Pierson M. Grieve, Director
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Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS 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 and Bruce A. Backberg, 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 the issuance of shares of The St. Paul common stock and the issuance of stock options and the purchase of shares of common stock of The St. Paul to be issued pursuant to The St. Paul's 1999 Global Stock Option Plan, and any or all additional 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 additional 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 the Registration Statement or any amendments thereto.
Dated: July 12, 2001
Signature: /s/ Thomas R. Hodgson
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Name: Thomas R. Hodgson, Director
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Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS 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 and Bruce A. Backberg, 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 the issuance of shares of The St. Paul common stock and the issuance of stock options and the purchase of shares of common stock of The St. Paul to be issued pursuant to The St. Paul's 1999 Global Stock Option Plan, and any or all additional 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 additional 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 the Registration Statement or any amendments thereto.
Dated: July 11, 2001
Signature: /s/ David G. John
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Name: David G. John, Director
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Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS 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 and Bruce A. Backberg, 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 the issuance of shares of The St. Paul common stock and the issuance of stock options and the purchase of shares of common stock of The St. Paul to be issued pursuant to The St. Paul's 1999 Global Stock Option Plan, and any or all additional 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 additional 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 the Registration Statement or any amendments thereto.
Dated: July 11, 2001
Signature: /s/ William H. Kling
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Name: William H. Kling, Director
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Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS 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 and Bruce A. Backberg, 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 the issuance of shares of The St. Paul common stock and the issuance of stock options and the purchase of shares of common stock of The St. Paul to be issued pursuant to The St. Paul's 1999 Global Stock Option Plan, and any or all additional 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 additional 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 the Registration Statement or any amendments thereto.
Dated: July 13, 2001
Signature: /s/ Bruce K. MacLaury
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Name: Bruce K. MacLaury, Director
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Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS 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 and Bruce A. Backberg, 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 the issuance of shares of The St. Paul common stock and the issuance of stock options and the purchase of shares of common stock of The St. Paul to be issued pursuant to The St. Paul's 1999 Global Stock Option Plan, and any or all additional 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 additional 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 the Registration Statement or any amendments thereto.
Dated: July 11, 2001
Signature: /s/ Glen D. Nelson
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Name: Glen D. Nelson, M.D., Director
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Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS 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 and Bruce A. Backberg, 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 the issuance of shares of The St. Paul common stock and the issuance of stock options and the purchase of shares of common stock of The St. Paul to be issued pursuant to The St. Paul's 1999 Global Stock Option Plan, and any or all additional 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 additional 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 the Registration Statement or any amendments thereto.
Dated: July 11, 2001
Signature: /s/ Gordon M. Sprenger
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Name: Gordon M. Sprenger, Director
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