AMENDMENT TO THE ST. PAUL COMPANIES, INC.
   AMENDED AND RESTATED 1994 STOCK INCENTIVE PLAN (THE "PLAN")

Effective May 1, 2001, Section 3 of the Plan was amended to read
as follows:

     3.   Shares Subject to the Plan.  Subject to adjustment as
provided in Section 16, the number of shares of Common Stock
which shall be available and reserved for grant of Awards under
the Plan shall not exceed thirty-three million four hundred
thousand (33,400,000).  The shares of Common Stock issued under
the Plan will come from authorized and unissued shares.  Shares
of Common Stock subject to an Award that expires unexercised,
that is forfeited, terminated or canceled, in whole or in part,
shall thereafter again be available for grant under the Plan.  No
more than twenty per cent (20%) of all shares subject to the Plan
may be granted to Participants as restricted stock.