X0201 4 2004-02-05 0 0000086312 ST PAUL COMPANIES INC /MN/ SPC 0001201697 MILLER T MICHAEL 385 WASHINGTON STREET ST. PAUL MN 55102 0 1 0 0 EVP, Specialty Commercial Common Stock 2004-02-05 4 F 0 2951 42.27 D 22423 D The Issuer's 1994 Stock Incentive Plan permits the withholding of shares of common stock by the Company to satisfy participants' tax withholding obligations related to the lapse of restrictions on previously issued restricted stock. These shares are not sold on the open market but are retired by the Company. In addition to his direct holdings, the Reporting Person also indirectly owns 1,328.77 shares through an employee benefit plan. Bruce A. Backberg, by power of attorney 2004-02-06