EXHIBIT 10(b)

                     The St. Paul Companies, Inc.
                   Senior Executive Severance Policy


                            Effective Date
                            --------------

This Policy is effective as of February 4, 2001.

                          Covered Executives
                          ------------------

The executives of the Company covered by the Policy are those
executives selected by the Personnel & Compensation Committee from time
to time and listed on Exhibit A, as updated annually.

                       Eligibility for Benefits
                       ------------------------

A covered executive is eligible for benefits under the Policy if the
executive's employment is terminated by the Company without Cause or by
the executive for Good Reason.

                          Definition of Cause
                          -------------------

"Cause" means (A) the willful and continued failure of the executive to
perform substantially his/her duties with the Company (other than any
such failure resulting from incapacity due to physical or mental
illness) after a written demand for substantial performance is
delivered to the executive which specifically identifies the manner in
which the executive has not substantially performed his/her duties, or
(B) the willful engaging by the executive in illegal conduct or gross
misconduct which is demonstrably and materially injurious to the
Company or its affiliates.

                       Definition of Good Reason
                       -------------------------

"Good Reason" means (A) any change in the duties or responsibilities
(including reporting responsibilities) of the executive that is
inconsistent in any material and adverse respect with the executive's
position(s), duties, responsibilities or status with the Company or a
material and adverse change in the executive's titles or offices with
the Company; (B) any reduction in the executive's rate of annual base
salary or annual target bonus opportunity; or (C) any requirement of
the Company that the executive (1) be based anywhere more than thirty
(30) miles from the office where the executive is located, or (2)
travel on Company business to an extent substantially greater than the
previous travel obligations of the executive.


                               Benefits
                               --------

The benefits under the Policy consist of the following:

     Severance Payment.  A lump sum severance payment equal to twice of
     the sum of the executive's annual base salary and target bonus
     immediately prior to termination of employment.

     Health Benefits.  Continuation of coverage under medical and
     dental plans for two years.

     Stock Options.  All unvested stock options, other than stock
     options granted within one year before the termination date and
     "mega-grants", will become fully vested and, along with previously
     vested options, will be exercisable for three years after the date
     of termination, so long as no options are extended more than ten
     years beyond the date they were granted.

     Restricted Stock.  All restrictions will end, except for
     restricted shares awarded less than one year before the
     termination date and stock which serves as collateral for a loan
     from the Company.



Except as otherwise provided by contract, this Policy shall not apply
to any executive who has an employment contract with the Company.

                              Withholding
                              -----------

All payments shall be subject to deductions for required withholding of
income and employment taxes.

                       Amendment and Termination
                       -------------------------

This Policy may be amended or terminated at any time by the Personnel &
Compensation Committee.