EXHIBIT 10(e)


    Amendment to the Amended and Restated Special Severance Policy


Effective February 1, 2001, Sections 1.(r) and 3.(2)(B) of The St.
Paul Companies, Inc. Amended and Restated Special Severance Policy
were amended to read as follows:

          Section 1.(r)  "Tier 2 Employee" means an Employee who
                    is serving the Company or St. Paul Fire and
                    Marine Insurance Company as Vice President or
                    above, other than a Tier 1 Employee, and any
                    other Employee who has substantially
                    equivalent responsibilities and is designated
                    by the Chief Executive Officer of the Company
                    as a Tier 2 Employee.

and

          Section 3.(2)(B)    For a Tier 3 Employee, severance pay
                    at the Employee's Compensation Rate, payable
                    biweekly, equal to two weeks for each year of
                    "vesting service" (as defined in the
                    Employer's retirement plan, as in effect
                    immediately prior to the Change in Control)
                    with the Employer; provided, however, that no
                    Employee shall receive such severance pay for
                    less than 8 weeks or more than 52 weeks and,
                    provided, further, that, if any such biweekly
                    payment is not timely paid, all remaining
                    biweekly payments shall immediately become due
                    and payable in full.