THE ST. PAUL COMPANIES, INC.
DIRECTORS' DEFERRED COMPENSATION PLAN
(As Amended and Restated Effective as of January 1, 1998)
1.1 The Plan and Its Effective Date. The St. Paul Companies, Inc. Directors' Deferred Compensation Plan
("Plan") was established as of January 1, 1986. The effective date of the amendment and restatement of the Plan
as set forth herein is January 1, 1998.
1.2 Purpose. The St. Paul Companies, Inc. (the "Company") has established the Plan for its nonemployee
directors to retain and attract highly qualified individuals to serve as directors by offering the benefits of a non-
qualified, unfunded plan of deferred compensation.
1.3 Administration. The Plan shall be administered by the Plan Administrator who shall be appointed by the
Personnel and Compensation Committee (the "Committee") of the board of directors of the Company (the
"Board of Directors"). In the absence of the appointment of a Plan Administrator, the officer of the Company
having direct responsibility for compensation and benefits shall be the Plan Administrator. The Plan Administrator
shall have the authority to delegate, from time to time, his responsibilities under the Plan to such person or
persons as he deems advisable and may revoke any such delegation of responsibility. Any action by the delegate
in the exercise of delegated responsibilities shall have the same force and effect as if such action was taken by the
Participation and Deferral Elections
2.1 Eligibility and Participation. Subject to the conditions and limitations of the Plan, nonemployee members of
the Board of Directors ("Eligible Directors") shall be eligible to participate in the Plan. Any Eligible Director who
makes a Deferral Election as described in Section 2.2 below shall become a participant in the Plan ("Participant")
and shall remain a Participant until the entire balance of all his Deferred Compensation Accounts (defined in
Section 3.1 below) is distr