THE ST. PAUL COMPANIES, INC.
LONG-TERM INCENTIVE PLAN
The purpose of this Plan is to further the growth and profitability of the Company by offering Key Executives the
opportunity to receive incentive awards based on the successful achievement of certain long-range corporate
For the purpose of the Plan, except where the context otherwise indicates, the following definitions shall apply:
"Board" means the Board of Directors of the Company.
"Committee" means the Executive Compensation Committee or any other committee designated by Board action.
"Company" means The St. Paul Companies, Inc.
"Key Executive" means any person who is employed by the Company or a Subsidiary on a salaried basis and
whose performance could have a significant effect on the long- term success of the Company or a Subsidiary (or
"Participant" means a Key Executive to whom Performance Objectives or group Performance Objectives have
been assigned for a Performance Period.
"Performance Award" means an award made pursuant to the Plan following the attainment of any Performance
"Performance Objective" means an absolute or relative goal set for a Participant. Performance Objectives must
be based on the Company's total shareholder return or earnings per share or on the return on equity, expense
management, revenues, net income or operating income of the Company, any Subsidiary or any business unit of
the Company or any Subsidiary, or any combination thereof.
"Performance Period" means a period of three or more consecutive years with respect to which one or more
Performance Objectives have been set. Consecutive Performance Periods may be commenced each year while
the Plan remains in effect. Each Performance Objective established in any year for a Participant shall be assigned
a Performance Period which need not be of the same duration as any other Performance Period assigned to any
other Performance Objective established for such individual in that year.