St. Paul and Travelers Settle Merger Lawsuits

March 19, 2004

The St. Paul Companies (NYSE:SPC) announced today that The St. Paul and Travelers have entered into settlement agreements with the plaintiffs in all three of the pending purported securities class action lawsuits related to the proposed merger between The St. Paul and Travelers.

The St. Paul and its subsidiary, Adams Acquisition Corp., were named as co-defendants in Farina v. Travelers Property Casualty Corp., et. al., one of the three purported class actions filed in Connecticut against Travelers and its board of directors. The final settlement of the actions is subject to, among other things, court approval.

In connection with the settlement, The St. Paul and Travelers agreed to reduce from $300 million to $275 million the termination fee payable by The St. Paul or Travelers under certain circumstances set forth in the Agreement and Plan of Merger, as amended, among The St. Paul, Travelers and Adams Acquisition Corp.

On Nov. 17, 2003, The St. Paul and Travelers announced a definitive merger agreement that will create the nation’s second largest commercial insurer, to be known as The St. Paul Travelers Companies. The merger is expected to close in early April, pending all regulatory and shareholder approvals. Shareholder meetings for both companies are scheduled for today, March 19, 2004.

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