ST PAUL COMPANIES INC /MN/
SENIOR EXECUTIVE PERFORMANCE PLAN
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<FILENAME>senex102.txt
<DESCRIPTION>SENIOR EXECUTIVE PERFORMANCE PLAN
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                                             EXHIBIT 10(a)

                THE ST. PAUL COMPANIES, INC.
              SENIOR EXECUTIVE PERFORMANCE PLAN



1.   PURPOSE

  The purpose of The St. Paul Companies, Inc. Senior
Executive Performance Plan is to permit The St. Paul
Companies, Inc. (the "Company"), through awards of annual
incentive compensation which satisfy the requirements for
performance-based compensation under Section 162(m) of the
Internal Revenue Code, to attract and retain executives and
to motivate these executives to promote the profitability
and growth of the Company.

2.   DEFINITIONS

  "AFTER-TAX OPERATING EARNINGS" shall mean, for each
Performance Period, the Company's net income from continuing
operations as reported in the Company's income statement for
the Performance Period, adjusted to eliminate the after-tax
effects of net realized investment gains or losses in the
fixed maturities and real estate portfolios, extraordinary
items, and the cumulative effect of accounting changes, each
as defined by accounting principles generally accepted in
the United States.  This amount will be further adjusted to
eliminate the after-tax impact of any restructuring charges
(as reported in the footnotes to the Company's financial
statements), losses from catastrophes (as designated by the
Insurance Service Office's Property Claims Service Group,
the Lloyd's Claim Office, Swiss Reinsurance Company's sigma
report, or a comparable report or organization generally
recognized by the insurance industry) in the Company's
"core" businesses (as reported in press releases announcing
its financial results), and underwriting results of the
businesses that the Company does not treat as "core"
businesses in those press releases.

   "AWARD" shall mean the amount granted to a Participant
by the Committee for a Performance Period.

  "BEGINNING TOTAL COMMON STOCKHOLDERS' EQUITY" shall mean,
for each Performance Period, the Company's total common
stockholders' equity as reported in the Company's balance
sheet for the beginning of the Performance Period, excluding
net unrealized appreciation or depreciation of investments.

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  "BOARD" shall mean the Board of Directors of the Company.

  "CODE" shall mean the Internal Revenue Code of 1986, as
amended.

  "COMMITTEE" shall mean the Personnel and Compensation
Committee of the Board or any subcommittee thereof which
meets the requirements of Section 162(m)(4)(C) of the Code.

  "EXCHANGE ACT" shall mean the Securities Exchange Act of
1934, as amended.

  "EXECUTIVE" shall mean any covered employee as defined in
Section 162(m) of the Code and, in the discretion of the
Committee, any other executive officer of the Company or its
Subsidiaries.

   "PARTICIPANT" shall mean, for each Performance Period,
each Executive who is a "covered employee" (as defined in
Section 162(m) of the Code) for that Performance Period,
unless otherwise determined by the Committee in its sole
discretion.

  "PERFORMANCE PERIOD" shall mean the Company's fiscal year
or any other period designated by the Committee with respect
to which an Award may be granted.

  "PLAN" shall mean The St. Paul Companies, Inc. Senior
Executive Performance Plan, as amended from time to time.

  "RETURN ON EQUITY" shall mean, for each Performance
Period, the percentage equivalent to the fraction resulting
from dividing After-Tax Operating Earnings by Beginning
Total Common Stockholders' Equity.

  "STOCK PLANS" shall mean The St. Paul Companies, Inc.
Amended and Restated 1994 Stock Incentive Plan and/or any
prior and successor stock plans adopted or assumed by the
Company.

  "SUBSIDIARY" shall mean any entity that is directly or
indirectly controlled by the Company or any entity, in which
the Company has at least a 50% equity interest.


3.   ADMINISTRATION

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  The Plan shall be administered by the Committee, which
shall have full authority to interpret the Plan, to
establish rules and regulations relating to the operation of
the Plan, to select Participants, to determine the maximum
Awards and the amounts of any Awards and to make all
determinations and take all other actions necessary or
appropriate for the proper administration of the Plan.
Before any payments are made under the Plan, the Committee
shall certify in writing that the Return on Equity required
by Section 4(b) has been met.  The Committee's
interpretation of the Plan, and all actions taken within the
scope of its authority, shall be final and binding on the
Company, its stockholders and Participants, Executives,
former Executives and their respective successors and
assigns.  No member of the Committee shall be eligible to
participate in the Plan.

4.   DETERMINATION OF AWARDS

  (a)    Prior to the beginning of each Performance Period,
or at such later time as may be permitted by applicable
provisions of the Code, the Committee shall establish for
each Participant a maximum Award, expressed as a percentage
of the incentive pool for the Performance Period pursuant to
paragraph (b) of this section, provided that the total of
all such maximum percentages shall not exceed 100%, and the
maximum percentage for any single Participant shall not
exceed 50%.

  (b)    If the Return on Equity for a Performance Period
is greater than 8%, the incentive pool for the Performance
Period shall be equal to 1.5% of After-Tax Operating
Earnings.  If the Return on Equity for a Performance Period
is equal to or less than 8%, the incentive pool shall be $0.

  (c)     Following the end of each Performance Period, the
Committee may determine to grant to any Participant an
Award, which may not exceed the maximum amount specified in
paragraph (a) of this section for such Participant.  The
aggregate amount of all Awards under the Plan for any
Performance Period shall not exceed 100% of the incentive
pool pursuant to paragraph (b) of this section.

5.   PAYMENT OF AWARDS

  Each Participant shall be eligible to receive, as soon as
practicable after the amount of such Participant's Award for
a Performance Period has been determined, payment of all or
a portion of that Award.  Awards may be paid in cash, stock,
restricted stock, options, other stock-based or stock-
denominated units or any combination thereof determined by
the Committee.  Equity or equity-based awards may be granted
under the terms and conditions of the applicable Stock Plan.
Payment of the award may be deferred in accordance with a
written election by the Participant pursuant to procedures
established by the Committee.

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6.   AMENDMENTS

  The Committee may amend the Plan at any time and from
time to time, provided that no such amendment that would
require the consent of the stockholders of the Company
pursuant to Section 162(m) of the Code or the Exchange Act,
or any other applicable law, rule or regulation, shall be
effective without such consent.  No such amendment which
adversely affects a Participant's rights to, or interest in,
an Award granted prior to the date of the amendment shall be
effective unless the Participant shall have agreed thereto
in writing.

7.   TERMINATION

  The Committee may terminate this Plan at any time.  In
such event, and notwithstanding any provision of the Plan to
the contrary, payment of deferred amounts plus any earnings
may be accelerated with respect to any affected Participant
in the discretion of the Committee and paid as soon as
practicable; but in no event shall the termination of the
Plan adversely affect the rights of any Participant to
deferred amounts previously awarded such Participant, plus
any earnings thereon.

8.   OTHER PROVISIONS

  (a)     No Executive or other person shall have any claim
or right to be granted an Award under this Plan until such
Award is actually granted.  Neither the establishment of
this Plan, nor any action taken hereunder, shall be
construed as giving any Executive any right to be retained
in the employ of the Company.  Nothing contained in this
Plan shall limit the ability of the Company to make payments
or awards to Executives under any other plan, agreement or
arrangement.

  (b)     The rights and benefits of a Participant hereunder
are personal to the Participant and, except for payments
made following a Participant's death, shall not be subject
to any voluntary or involuntary alienation, assignment,
pledge, transfer, encumbrance, attachment, garnishment or
other disposition.

  (c)     Awards under this Plan shall not constitute
compensation for the purpose of determining participation or
benefits under any other plan of the Company unless
specifically included as compensation in such plan.

  (d)     The Company shall have the right to deduct from
Awards any taxes or other amounts required to be withheld by
law.

  (e)     All questions pertaining to the construction,
regulation, validity and effect of the provisions of the
Plan shall be determined in accordance with the laws of the
State of Minnesota without regard to principles of conflict
of laws.


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  (f)     If any provision of this Plan would cause Awards
not to constitute "qualified performance-based compensation"
under Section 162(m) of the Code, that provision shall be
severed from, and shall be deemed not to be a part of, the
Plan, but the other provisions hereof shall remain in full
force and effect.

  (g)     No member of the Committee or the Board, and no
officer, employee or agent of the Company shall be liable
for any act or action hereunder, whether of commission or
omission, taken by any other member, or by any officer,
agent, or employee, or, except in circumstances involving
bad faith, for anything done or omitted to be done in the
administration of the Plan.

9.   EFFECTIVE DATE

  The Plan shall be effective as of January 1, 2002,
subject to approval by the stockholders of the Company in
accordance with Section 162(m) of the Code.


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