THE ST. PAUL COMPANIES, INC.
SPECIAL LEVERAGED STOCK PURCHASE PLAN
1. Purpose and Term. The purpose of The St. Paul Companies, Inc. Special Leveraged Stock Purchase Plan
(the "Plan") is to increase senior officers' ownership of Company common stock and to provide those officers
with a stronger, more immediate focus on shareholder value creation. The Plan shall become effective upon the
approval of the shareholders of the Company and will terminate December 31, 2009. However, Purchase Loans
may be made through December 31, 2009.
2. Definitions. Wherever used herein, the following terms shall have the respective meanings set forth below:
"Board" means the Board of Directors of the Company.
"Committee" means the Personnel and Compensation Committee of the Board, or, if no longer established, the
"Common Stock" means the common stock of the Company.
"Company" means The St. Paul Companies, Inc.
"Drawdown" means any advance of funds under a Note.
"Notes" or "Note" means the Secured Promissory Notes in form of the attached Exhibit A entered into by each
Participant with the Company.
"Participant" means an employee of the Company or its subsidiaries who is selected by the Committee to
participate in the Plan.
"Pledge Agreement" means the Pledge and Custody Agreement entered into by each Participant and the
Company in the form of the attached Exhibit B
"Purchase Loan" means loans made pursuant to this Plan.
"Purchased Stock" means the shares of Company Common Stock purchased with the loan proceeds.
"Retirement" means termination of employment which entitles the Participant to an immediate pension under the
terms of The St. Paul Companies, Inc. Employees Retirement Plan.
3. Eligibility. The Committee shall select from time to time as Participants in the Plan such senior executives of the
Company or its subsidiaries who are expected to contribute to the successful performance of the Company. No
employee shall have at any time the right (i) to be selected as a Participant, (ii)