Travelers Notes Settlement of Certain Litigation Related to St. Paul Merger

Travelers Property Casualty Corp. announced the settlement of three lawsuits brought by four Travelers shareholders against Travelers and its board of directors relating to the proposed merger of Travelers with The St. Paul Companies Inc. The settlement is subject to, among other things, court approval.

In connection with the settlement, Travelers and The St. Paul agreed to reduce the termination fee payable by Travelers or The St. Paul under certain circumstances set forth in the Agreement and Plan of Merger, as amended, among Travelers, The St. Paul and a wholly-owned subsidiary of The St. Paul from $300 million to $275 million, and to provide certain additional disclosure in the Travelers proxy statement filed with the SEC in connection with the merger on Feb. 13, 2004.

On Nov. 17, 2003, Travelers and The St. Paul 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 combined company will be a provider of property and casualty insurance products distributed through independent agents and brokers and one of the largest financial services companies in the United States. The merger is expected to close in the second quarter of 2004, pending receipt of regulatory and shareholder approvals. Shareholder meetings for both companies are scheduled to occur on March 19, 2004.