SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM 11-K
X Annual Report Pursuant to Section 15(d) of the
--- Securities Exchange Act of 1934 (Fee Required)
or
Transition Report Pursuant to Section 15(d) of
--- the Securities Exchange Act of 1934(no fee required)
for the transition period from to .
--------- ----------
For the fiscal year ended December 31, 2001
Commission file number 001-10898
------------------------------
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
THE ST. PAUL COMPANIES, INC.
385 WASHINGTON STREET
ST. PAUL MINNESOTA 55102
(Full title of the Plan and address of the Plan)
------------------------------
THE ST. PAUL COMPANIES, INC.
385 WASHINGTON STREET
ST. PAUL, MINNESOTA 55102
(Name and address of principal executive
offices of the issuer of the securities)
-------------------------------
REQUIRED INFORMATION
--------------------
The St. Paul Companies, Inc. Savings Plus Plan (the "Plan") is subject
to the provisions of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), and for purposes of satisfying the
requirements of Form 11-K has included for filing herewith the Plan
financial statements and schedule prepared in accordance with the
financial reporting requirements of ERISA.
Financial Statements and Schedule Page
--------------------------------- ----
Independent Auditors' Report . . . . . . . . . . . 3
Statements of Net Assets Available
for Plan Benefits . . . . . . . . . . . . . . . . 4
Statements of Changes in Net Assets
Available for Plan Benefits . . . . . . . . . . . 5
Notes to Financial Statements . . . . . . . . . . . 6-14
Schedule of Assets (Held at End of Year) . . . . . . 15
INDEPENDENT AUDITORS' REPORT
------------------------------
The Plan Administrative Committee and Plan Participants
The St. Paul Companies, Inc. Savings Plus Plan:
We have audited the accompanying statements of net assets
available for plan benefits of The St. Paul Companies, Inc.
Savings Plus Plan (the Plan) as of December 31, 2001 and 2000,
and the related statements of changes in net assets available for
plan benefits for the years then ended. These financial
statements are the responsibility of the Plan's administrator.
Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards
generally accepted in the United States of America. Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets
available for plan benefits of The St. Paul Companies, Inc.
Savings Plus Plan as of December 31, 2001 and 2000, and the
changes in the net assets available for plan benefits for the
years then ended in conformity with accounting principles
generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion
on the basic financial statements taken as a whole. The
supplemental schedule of assets (held at end of year) is
presented for the purpose of additional analysis and is not a
required part of the basic financial statements but is
supplementary information required by the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. This
supplemental schedule is the responsibilty of the Plan's
administrator. The supplemental schedule has been subjected to
the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements
taken as a whole.
/s/ KPMG LLP
--------
KPMG LLP
Minneapolis, Minnesota
June 7, 2002
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 2001 and 2000
2001 2000
------------ ------------
Assets:
Investments:
Common stock of The St.Paul
Companies, Inc. $ 72,852,398 * $ 94,186,945 *
Fidelity U.S. Bond Index Fund 83,180,007 * 77,441,617 *
Fidelity Puritan Fund 72,362,900 * 78,222,716 *
Fidelity U.S. Equity Index
Commingled Pool 78,949,821 * 97,463,785 *
Fidelity Blue Chip Growth Fund 137,484,654 * 176,210,368 *
F&G Life Insurance Company
Investment Contract 37,329,175 * 35,216,208
Fidelity Diversified International
Fund 24,728,870 30,390,259
Fidelity Retirement Money Market
Portfolio 26,598,558 27,217,912
Fidelity Equity-Income Fund 30,932,308 33,401,315
Franklin Small-Mid Cap Growth Fund
Class A 32,422,232 * 41,780,253 *
Neuberger Berman Genesis Fund 16,079,008 10,592,708
Fidelity BrokerageLink 2,538,495 -
Participant loans 15,272,154 16,619,071
Short-term investments 11,086,103 2,017,399
------------ ------------
Total investments 641,816,683 720,760,556
Receivables:
Accrued dividends 461,402 470,763
Other 29,965 545,238
------------ ------------
Total assets 642,308,050 721,776,557
------------ ------------
Liabilities:
Forfeitures and other 836,057 437,194
------------ ------------
Total liabilities 836,057 437,194
------------ ------------
Net assets available for plan benefits $641,471,993 $721,339,363
============ ============
*Investment represents 5 percent or more of the Plan's net assets
available for plan benefits.
See accompanying notes to financial statements.
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
Statements of Changes in Net Assets Available for Plan Benefits
Years Ended December 31, 2001 and 2000
2001 2000
------------ ------------
Additions:
Additions to net assets attributed to:
Contributions:
Participating companies
(salary conversion) $36,180,033 $33,489,815
Employer - 581,182
Investment income:
Interest 4,753,236 4,851,298
Dividends 12,423,519 27,245,322
Net appreciation (depreciation) in
fair value of investments:
Mutual funds (58,079,690) (47,948,091)
Common stock (17,591,196) 40,526,786
BrokerageLink 142,318 -
------------ ------------
Net depreciation in
fair value of investments (75,528,568) (7,421,305)
------------ ------------
Total investment income (loss) (58,351,813) 24,675,315
Transfers from other plans 4,891,849 33,961,023
------------ ------------
Total additions (reductions) (17,279,931) 92,707,335
------------ ------------
Deductions:
Deductions from net assets attributed to:
Retirement and termination
distribution benefits and withdrawals:
Paid to participants in cash 60,375,605 107,464,895
Common stock distributed,
at market value 2,069,208 3,106,771
Forfeitures 36,517 163,570
Administrative expenses 106,109 126,312
Transfers to other plans - 28,603,736
------------ ------------
Total deductions 62,587,439 139,465,284
------------ ------------
Net decrease (79,867,370) (46,757,949)
Net assets available for plan benefits:
Beginning of year 721,339,363 768,097,312
------------ ------------
End of year $641,471,993 $721,339,363
============ ============
See accompanying notes to financial statements.
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
Notes to Financial Statements
December 31, 2001 and 2000
Note 1 Description of the Plan
General Provisions
------------------
The St. Paul Companies, Inc. Savings Plus Plan (the Plan) is a
defined contribution plan which provides retirement and other
benefits to eligible employees of participating companies. The
St. Paul Companies, Inc. (the Company) and its subsidiaries,
St. Paul Fire and Marine Insurance Company, St. Paul
Reinsurance Management Corporation and Octagon Risk Services,
Inc. currently participate in the Plan. Fidelity and Guaranty
Life Insurance Company (F&G Life) and Management Science
Associates, Inc. (MSA) each withdrew from the Plan effective
September 28, 2001 and July 27, 2001, respectively, pursuant to
the sales of F&G Life and MSA by the Company. The Company has
appointed the Administrative Committee as the Plan
Administrator and the Benefit Plans Investment Committee as the
delegated authority for management and control of the assets of
the Plan (including the designation of investment funds).
Fidelity Management Trust Company is the trustee for the trust
maintained in connection with the Plan.
The following brief description of the Plan is provided for
general information purposes. Participants should refer to the
Plan document and the employee benefits program manual for more
complete information.
Participation, Vesting and Forfeitures
--------------------------------------
All employees of participating companies, as defined by the
Plan, are eligible to participate immediately upon employment.
Participants are 100% vested in their contributions and related
earnings. Participants become vested in pre-1999 Company
contributions at the rate of 20% after two years of service,
increasing 20% per year of additional service and are 100%
vested after six years of service. Participants are
immediately vested in post-1998 Company contributions.
Nonvested Company contributions are forfeited by terminating
participants. Forfeitures can be used to restore accounts, pay
Plan administrative expenses or offset Company contributions or
salary conversion contributions. Upon termination of the Plan
or change in control of the Company, participant account
balances would vest in full.
Merger
------
On April 18, 2000, the Company completed a merger with the MMI
Companies, Inc. and subsidiaries, and effective July 1, 2000
the MMI Companies, Inc. Savings & Profit Sharing Plan (401(k)),
was merged into the Plan.
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
Notes to Financial Statements, continued
December 31, 2001 and 2000
Note 1 Description of the Plan (continued)
Contributions
-------------
Participants elect to have their employer make salary
conversion (pretax) contributions to the Plan on their behalf
under Section 401(k) of the Internal Revenue Code. Salary
conversion contributions are currently limited to 15% of
employees' annual base salary with an annual maximum of
$10,500.
Participating companies make matching contributions of one
dollar for every dollar of participant salary conversion
contributions up to 4% of their base salary. This matching
contribution is made in the form of The St. Paul Companies,
Inc. Preferred Stock and is invested in The St. Paul Companies,
Inc. Stock Ownership Plan.
A company contribution of approximately $581 thousand was made
to the Plan on July 18, 2000 by the MMI Companies, Inc., which
was related to employee contributions made to the MMI
Companies, Inc. Savings and Profit Sharing Plan (401(k))
through June 30, 2000.
Investment Funds
----------------
The Plan offers eleven separate investment funds and a
brokerage window as described below:
St. Paul Common Stock Fund
--------------------------
The St. Paul Common Stock Fund is invested in shares of common
stock of The St. Paul Companies, Inc., up to a maximum of 10
percent of the Company's outstanding common stock, with a small
portion held in short-term investments.
F&G Life Stable Interest Fund
-----------------------------
The F&G Life Stable Interest Fund is invested in an investment
contract with Fidelity & Guaranty Life Insurance Company which
preserves principal and also provides a fixed interest rate
which is determined each year. Neither principal nor interest
under this contract is guaranteed or insured by the U.S.
Government.
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
Notes to Financial Statements, continued
December 31, 2001 and 2000
Note 1 Description of the Plan (continued)
Investment Funds (continued)
----------------------------
Fidelity U.S. Bond Index Fund
-----------------------------
The Fidelity U.S. Bond Index Fund is an income mutual fund
which normally invests at least 80 percent of total assets in
bonds included in the Lehman Brothers Aggregate Bond Index.
Fidelity Puritan Fund
---------------------
The Fidelity Puritan Fund is a balanced mutual fund which
normally invests approximately 60 percent of assets in stocks
and other equity securities and the remainder in bonds and
other debt securities, including lower-quality debt securities,
when its outlook is neutral. The fund will invest at least 25
percent of total assets in fixed-income senior securities,
including debt securities and preferred stocks.
Fidelity U.S. Equity Index Commingled Pool
------------------------------------------
The Fidelity U.S. Equity Index Commingled Pool is a commingled
pool, managed by Fidelity Management Trust Company, which
invests primarily in common stocks of the 500 companies that
make up the S&P 500 and attempts to match the investment
performance of the Standard & Poor's 500 Composite Stock Index
(S&P 500).
Fidelity Blue Chip Growth Fund
------------------------------
The Fidelity Blue Chip Growth Fund is a growth mutual fund
which invests primarily in common stocks of well-known and
established companies. Normally at least 65 percent of the
fund's total assets are invested in the common stock of blue
chip companies.
Fidelity Diversified International Fund
---------------------------------------
The Fidelity Diversified International Fund is a growth mutual
fund which normally invests at least 65 percent of total assets
in foreign securities. The fund normally invests primarily in
common stocks.
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
Notes to Financial Statements, continued
December 31, 2001 and 2000
Note 1 Description of the Plan (continued)
Investment Funds (continued)
----------------------------
Fidelity Retirement Money Market Portfolio
------------------------------------------
The Fidelity Retirement Money Market Portfolio is a money
market mutual fund which invests in U.S. government securities
and repurchase agreements for those securities, and enters into
reverse repurchase agreements. The fund also invests more than
25 percent of total assets in the financial services industry.
An investment in this portfolio is not guaranteed or insured by
the FDIC or any other government agency.
Fidelity Equity-Income Fund
---------------------------
The Fidelity Equity-Income Fund is a growth and income mutual
fund which normally invests at least 65 percent of total assets
in income producing equity securities which tend to lead to
investments in large cap value stocks. The Fund may
potentially invest in other types of equity and debt
securities, including lower-quality debt securities.
Franklin Small-Mid Cap Growth Fund-Class A
-------------------------------------------
The Franklin Small-Mid Cap Growth Fund-Class A is a growth
mutual fund which invests at least 80 percent of its net assets
in the equity securities of small capitalization and mid
capitalization companies. Mid cap companies are those
companies with market cap values not exceeding $8.5 billion.
Small cap companies are those companies with market cap values
not exceeding: (1) $1.5 billion; or (2) the highest market cap
value in the Russell 2000 Growth Index, whichever is greater at
the time of purchase.
Neuberger Berman Genesis Fund
-----------------------------
The Neuberger Berman Genesis Fund is a growth mutual fund which
invests primarily in common stocks of small-cap companies with
market capitalizations of up to $1.5 billion at the time of
investment. The portfolio looks for growth potential by
investing in strong companies with solid performance histories
and proven management.
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
Notes to Financial Statements, continued
December 31, 2001 and 2000
Note 1 Description of the Plan (continued)
Investment Funds (continued)
----------------------------
Fidelity BrokerageLink
----------------------
The Fidelity BrokerageLink, first available on July 1, 2001,
allows a participant to establish a brokerage account with
Fidelity, which provides the opportunity to select from
thousands of mutual funds, stocks, bonds, certificates of
deposit, U.S. Treasury securities and mortgage-backed
securities. A minimum transfer of $2,500 from investment funds
is required to open a BrokerageLink account. Subsequent
transfers from investment funds to the BrokerageLink account
must be at least $1,000. The BrokerageLink account has an
annual fee of $100 which is paid by the participant.
Allocation
----------
Participants may elect to have their participating Company
salary conversion and Company supplemental match contributions
invested in these funds in 1% multiples as they choose and may
also transfer their balances daily within these funds.
Investment Income
-----------------
Investment income is allocated daily to participant accounts on
the basis of each participant's respective share of the assets
of each applicable fund.
Distributions
-------------
Distribution of benefits from the Plan is made upon retirement,
permanent total disability, death or employment termination.
Distributions from the Company Stock Fund may be made either in
shares of common stock of The St. Paul Companies, Inc., cash or
any combination thereof at the discretion of the participant.
Distributions are based on a participant's share of the market
value of the assets in the applicable funds when the
distribution occurs.
Participants are permitted withdrawals from their share of
Company match and salary conversion contributions for financial
hardship reasons, as defined by the Plan.
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
Notes to Financial Statements, continued
December 31, 2001 and 2000
Note 1 Description of the Plan (continued)
Participant Loans
-----------------
Participants may request to receive as a loan from the Plan up
to 50% of their vested account balance subject to a minimum of
$500 and a maximum of $50,000. Loans are made at the current
prime interest rate plus 1/2% and must be repaid by payroll
deduction over a maximum period of five years (ten years if the
loan is designated as a primary residence loan). Participants
pay a $75.00 set-up fee for each loan.
Tax Status
----------
The Internal Revenue Service has issued a determination letter
stating that the Plan qualifies under Section 401(a) of the
Internal Revenue Code and that the trust created thereunder is
exempt from federal income taxes under Section 501(a) of the
Internal Revenue Code. Since the receipt of the determination
letter, certain Plan amendments have been made. It is the
opinion of the Company that the Plan continues to qualify under
Section 401(a) of the Internal Revenue Code.
Company match contributions invested in the Plan and salary
conversion contributions invested in the Plan for participants
by their employers are not taxed to the participant until
received as a distribution from the Plan. Any appreciation of
shares of common stock of The St. Paul Companies, Inc.
distributed to a participant is not taxed until the participant
disposes of such shares. Under certain circumstances a
distribution may be subject to excise taxes of 10% in addition
to normal income tax.
Plan loans to participants are generally not considered taxable
income.
Taxes on rollover transfers are deferred until the rollover
amounts are received as a distribution from the Plan.
Plan Termination
----------------
Although the Company expects to continue the Plan indefinitely,
it has reserved the right to terminate the Plan at any time.
Upon such termination, the Plan administrator would direct the
Plan trustee to distribute participant account balances. Upon
termination of the Plan or change in control of the Company,
participant account balances would vest in full.
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
Notes to Financial Statements, continued
December 31, 2001 and 2000
Note 2 Significant Accounting Policies
The accompanying Plan financial statements are presented on
the accrual basis of accounting.
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets,liabilities and changes therein, and disclosure of
contingent assets and liabilities. Actual results could differ
from those estimates.
The investment in common stock of The St. Paul Companies, Inc.
and in shares or units of investment funds are carried at
market value, based on published market quotations. Realized
gains or losses on sales of these investments and the change in
unrealized appreciation or depreciation in market value of
these investments are presented in total in the statements of
changes in net assets available for plan benefits. The average
cost method is used to determine cost of shares sold or
distributed. Purchases and sales of investments are recorded
on a trade date basis. Dividends are recorded on the ex-
dividend date.
Participant loans are carried at unpaid principal amounts plus
accrued interest.
Money market fund and short-term investments are carried at
cost plus accrued interest, which approximates market value.
The benefit-responsive investment contract is valued at
contract value (see Note 4).
A portion of the administration expenses of the Plan is paid by
the Company and are not reflected in the accompanying financial
statements. Plan administrative expenses paid by the Plan are
paid out of forfeitures. Plan forfeitures are used to restore
accounts, pay administrative expenses, offset company matching
contributions or salary conversion contributions.
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
Notes to Financial Statements, continued
December 31, 2001 and 2000
Note 3 Plan Amendment
The Plan was amended effective as of Dec. 13, 1999, to provide
each participant who becomes an employee of Metropolitan
Property & Casualty Insurance Company (Metropolitan) on Jan. 1,
2000 pursuant to the terms of the Stock and Asset Purchase
Agreement dated as of July 12, 1999 between St. Paul Fire and
Marine Insurance Company and Metropolitan, shall be entitled to
elect to have his entire vested account balance (including any
outstanding loans) transferred to the MetLife Savings and
Investment Plan in a voluntary trust-to-trust transfer meeting
the requirements of Treas. Reg. Section 1.411(d)-4(Q&A-3)(b).
On Feb. 14, 2000, the Plan transferred $28.6 million to the
MetLife Savings and Investment Plan in a voluntary trust-to-
trust transfer elected by certain participants who became
employees of MetLife or its affiliate, on Jan. 1, 2000.
Note 4 Investment Contract
The Plan has a benefit-responsive investment contract with F&G
Life, represented by the investment in the F&G Life Stable
Interest Fund. F&G Life maintains the contributions in a
general account. The account is credited with earnings on the
underlying investments and charged for participant withdrawals
and administrative expenses. The contract is included in the
financial statements at contract value as reported to the Plan
by F&G Life. Contract value represents contributions made
under the contract, plus earnings, less participant
withdrawals and administrative expenses. Participants may
ordinarily direct the withdrawal or transfer of all or a
portion of their investment at contract value.
There are no reserves against contract value for credit risk
of the contract issuer or otherwise. The average yield and
crediting interest rate was 6.0 percent for 2001 and 5.35
percent for 2000, respectively. The crediting interest rate
is reset annually based on projections of the investment
returns for the forthcoming year, but may not be less than 4
percent.
Note 5 Transfers from Other Plans
The Plan allows for rollover transfers to be made to the Plan
by employees of participating companies. These rollover
transfers are lump-sum distributions from other tax-qualified
plans of previous employers which participants elect to have
invested in the Plan within sixty days of receipt. On July 1,
2000 the MMI Companies, Inc. Savings & Profit Sharing Plan
(401(k)), transferred approximately $29.9 million into the
Plan.
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
Notes to Financial Statements, continued
December 31, 2001 and 2000
Note 6 Party-in-Interest Transactions
Transactions resulting in Plan assets being transferred to or
used by a related party are prohibited under the Employee
Retirement Income Security Act of 1974 (ERISA) unless a
specific exemption applied. Fidelity Management Trust Company
(Fidelity) is a party-in-interest as defined by ERISA as a
result of being trustee of the Plan. Fidelity invests Plan
assets in their short-term investment fund. The Plan also
engages in transactions involving the acquisition or
disposition of common stock and the short-term pool of The St.
Paul Companies, Inc., a party-in-interest with respect to the
Plan. These transactions are covered by an exemption from the
"prohibited transactions" provisions of ERISA and the Internal
Revenue Code.
Note 7 Subsequent Events
All shares of common stock of the Company currently held in the
Common Stock Fund of the Plan, as well as the account balances
under the Plan reflecting an interest in the Common Stock Fund,
were transferred to the Company's Stock Ownership Plan
effective at the close of business and the completion of all
Plan transactions on March 28, 2002.
All investment options (other than common or preferred stock of
the Company) currently held in the Stock Ownership Plan to
allow for diversification elections under the terms of the
Stock Ownership Plan, as well as the account balances under the
Stock Ownership Plan reflecting an interest in such investment
options were transferred to the Plan effective at the close of
business and the completion of all Plan transactions on March
28, 2002.
Effective May 31, 2002, the Company added three new investment
options to the Plan: the Nuveen Balanced Stock and Bond Fund
(Class R), the Nuveen Large-Cap Value Fund (Class R) and the
Nuveen Rittenhouse Growth Fund (Class R).
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
Schedule 1
Schedule of Assets (Held at End of Year)
December 31, 2001
Description of Current
Identity of Issue Investment Cost Value**
-------------------------- ------------------- ---------- -----------
*The St. Paul Companies, 1,656,866 no par
Inc. common shares $44,826,663 $72,852,398
*Fidelity U.S. Bond Index 7,701,853 mutual
FUnd fund shares 82,585,371 83,180,007
*Fidelity Puritan Fund 4,095,241 mutual
shares 79,103,264 72,362,900
*Fidelity U.S. Equity
Index Commingled Pool 2,339,254 pool units 72,662,698 78,949,821
*Fidelity Blue Chip Growth 3,201,785 mutual
Fund fund shares 152,126,044 137,484,654
*Fidelity Diversified 1,296,062 mutual
International Fund fund shares 26,436,889 24,728,870
*Fidelity Retirement Money 26,598,558 mutual
Market Portfolio fund shares 26,598,558 26,598,558
*Fidelity Equity-Income 634,249 mutual
Fund fund shares 33,696,296 30,932,308
F&G Life Stable Interest Investment contract,
Fund 6.00% adjusted
annually, no
maturity date 37,329,175 37,329,175
Franklin Small-Mid Cap 1,040,174 mutual
Growth Fund-Class A shares 38,015,501 32,422,232
Neuberger Berman Genesis 790,901 mutual fund
Fund shares 13,898,108 16,079,008
*Fidelity BrokerageLink 2,431,412 2,538,495
Participant loans 12.00% to 6.50%,
maximum 5 years 15,272,154 15,272,154
Short-term investments:
*St. Paul Short-Term 2.147%, due on
Pool demand 42,412 42,412
*Fidelity Institutional 2.120%, due on
Cash Portfolio demand 11,043,691 11,043,691
----------- -----------
Total short-term investments 11,086,103 11,086,103
----------- -----------
Total investments $636,068,236 $641,816,683
=========== ===========
*Party-in-interest
**For ERISA reporting purposes current value is equal to market value,
except for participant loans, which are equal to unpaid principal
plus accrued interest.
See accompanying independent auditors' report.
SIGNATURE
---------
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee
benefit plan) have duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
June 18, 2002 THE ST. PAUL COMPANIES, INC.
SAVINGS PLUS PLAN
(The Plan)
By John P. Clifford, Jr.
------------------------
John P. Clifford Jr.
Senior Vice President,
Human Resources
Member of the Administrative
Committee for The St. Paul
Companies, Inc. Savings Plus
Plan