8-K

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                   FORM 8-K


                                CURRENT REPORT
    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): April 29, 2005

                    The St. Paul Travelers Companies, Inc.
            (Exact name of registrant as specified in its charter)


           Minnesota                 001-10898           41-0518860
(State or other jurisdiction     (Commission File)     (IRS Employer
        of incorporation)             Number)      Identification Number)

                 385 Washington Street
                 Saint Paul, Minnesota                    55102
       (Address of principal executive offices)         (Zip Code)

                                (651) 310-7911
             (Registrant's telephone number, including area code)

                                Not Applicable
         (Former name or former address, if changed since last report)

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):

     [_] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

     [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)

     [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

     [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))






Item 1.01.  Entry into a Material Definitive Agreement.

     On April 29, 2005, The St. Paul Travelers Companies, Inc. (the "Company")
entered into letter agreements (collectively, the "Heyman Agreement") with
William Heyman, currently Vice Chairman and Chief Investment Officer of the
Company. In exchange for Mr. Heyman's waiver of rights under The St. Paul
Companies, Inc. Amended and Restated Special Severance Policy (the "Policy")
and his agreement to the terms of the Heyman Agreement, the Company agreed to
pay Mr. Heyman a cash payment of $1,851,669 (less applicable withholdings) and
excise tax treatment, which means Mr. Heyman will be entitled to receive a
gross up for any excise taxes if the payment is considered an "excess
parachute payment". In addition, Mr. Heyman has agreed to certain covenants,
including, among others, covenants restricting solicitation of the Company's
employees and customers for a period of 12 months following his separation
from the Company. The Heyman Agreement also contains a customary release of
any claims that Mr. Heyman may have against the Company.

     On April 29, 2005, the Company, through its subsidiary, The Travelers
Indemnity Company, entered into a separation agreement (the "Miller
Agreement") with T. Michael Miller, formerly Co-Chief Operating Officer of the
Company. Pursuant to the Miller Agreement, Mr. Miller will be entitled to
receive an amount equal to three times the amount of Mr. Miller's annual base
salary as of April 1, 2004 and target bonus, or an aggregate of up to
approximately $2.40 million, plus a gross up for any excise taxes if the
payment is considered an "excess parachute payment". Pursuant to the Miller
Agreement, the Company will also continue to provide Mr. Miller certain health
and insurance benefits for up to three years following his separation from the
Company, unless Mr. Miller becomes employed by a new employer and is eligible
to receive such benefits from such new employer. In addition, Mr. Miller has
agreed to certain covenants, including, among others, covenants restricting
solicitation of the Company's employees and customers for a period of 12
months following his separation from the Company. The Miller Agreement also
contains a customary release of any claims that Mr. Miller may have against
the Company.

     Mr. Miller's entitlements under the Miller Agreement are in lieu of any
payments Mr. Miller may have been entitled to under any severance policy or
plan, including the Policy.

Item 5.02. Departure of Directors or Principal Officers; Election of
           Directors; Appointment of Principal Officers.

     On May 5, 2005, the Company issued a press release announcing that Brian
MacLean has been named Executive Vice President and Chief Operating Officer of
the Company, effective immediately. Mr. MacLean, 51, most recently served as
Executive Vice President and Co-Chief Operating Officer of the Company. From
April 2004 to February 2005, he was Executive Vice President of Claim
Services. Prior to the merger of The St. Paul Companies, Inc. ("St. Paul") and
Travelers Property Casualty Corp. ("Travelers") in April 2004, Mr. MacLean was
Executive Vice President of Claim Services for Travelers since January 2002.
Prior to this position, Mr. MacLean served as President of Select Accounts for
Travelers from July 1999 to January 2002. He also served as Chief Financial
Officer of Claim Services for Travelers from March 1993 to June 1996. From
June 1996 to July 1999, Mr. MacLean was Chief Financial Officer of Commercial
Lines for Travelers. He joined Travelers in 1988 and has served in several
other

                                      2




positions. Prior to joining Travelers, Mr. MacLean was an audit manager at the
public accounting firm of Peat Marwick (now KPMG LLP).

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
           Year.

     On May 4, 2005, the Board of Directors of the Company (the "Board")
amended and restated the by-laws of the Company, effective May 3, 2005. The
by-laws previously provided that the governance committee of the Board, until
January 1, 2006, would be composed of eight members, four members of whom
would be directors designated by current directors of the Board who had
previously been directors of Travelers or directors who had been designated to
serve on the Board by previous directors of Travelers (each, a "Travelers
Director") and four of whom would be directors designated by current directors
of the Board who had previously been directors of St. Paul or directors who
had been designated to serve on the Board by previous directors of St. Paul
(each, a "St. Paul Director"). The by-laws were amended to remove this
provision.

     In addition, the by-laws specified that, until January 1, 2006, any
recommendation by the governance committee to make certain decisions
(including, among others, changing the size or chairmanship of the Board or
any committee of the Board or the responsibilities of, or the authority
delegated to, any committee of the Board) would require the approval of four
members of the governance committee. The by-laws were amended to provide that
any such recommendation would require the approval of two-thirds of the
members of the governance committee.

     The by-laws also previously provided that, until January 1, 2006, a
majority of the membership of the governance committee who were Travelers
Directors would have the exclusive delegated authority of the Board to fill
any vacancy on any committee of the Board formerly held by a Travelers
Director. Similarly, the by-laws stipulated that, until January 1, 2006, a
majority of the membership of the governance committee who were St. Paul
Directors would have the exclusive delegated authority of the Board to fill
any vacancy on any committee of the Board formerly held by a St. Paul
Director. The by-laws were amended to remove these provisions. In addition,
the by-laws were amended to replace certain references to "Article VII" of the
Company's Amended and Restated Articles of Incorporation that appear in the
by-laws with the phrase "Article VI" of the Amended and Restated Articles of
Incorporation. Furthermore, the Board acknowledged that the term "Governance
Committee" as used in the Company's by-laws refers to the Compensation and
Governance Committee of the Board.

     The foregoing description of amendments to the by-laws does not purport
to be complete and is qualified in its entirety by the text of the amended and
restated by-laws themselves, which are filed in this report as Exhibit 3.2.

Item 9.01. Financial Statements and Exhibits.

     (c) Exhibits.

Exhibit No.  Description

3.2          By-laws of The St. Paul Travelers Companies, Inc.

99.1         Press release issued by The St. Paul Travelers Companies, Inc.,
             dated May 5, 2005


                                      3




                                  SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


Date:  May 5, 2005                     THE ST. PAUL TRAVELERS COMPANIES, INC.

                                       By: /s/ Bruce A. Backberg
                                          -------------------------------------
                                          Name:  Bruce A. Backberg
                                          Title:  Senior Vice President



                                      4




                                 EXHIBIT INDEX

Exhibit No.  Description

3.2          By-laws of The St. Paul Travelers Companies, Inc.

99.1         Press release issued by The St. Paul Travelers Companies, Inc.,
             dated May 5, 2005


                                      5

EX-3.2

                                                                   EXHIBIT 3.2


                                   BYLAWS OF

                    THE ST. PAUL TRAVELERS COMPANIES, INC.

                                   ARTICLE I

                                    OFFICES

     Section 1. Registered Office. The registered office of the corporation
required by Chapter 302A of the Minnesota Statutes ("Chapter 302A") to be
maintained in the State of Minnesota is 385 Washington Street, St. Paul,
Minnesota 55102.

     Section 2. Principal Executive Office. The principal executive office of
the corporation, where the chief executive officer of the corporation has an
office, is 385 Washington Street, St. Paul, Minnesota 55102.

                                  ARTICLE II

                           MEETINGS OF SHAREHOLDERS

     Section 1. Place Of Meeting. All meetings of the shareholders shall be
held at the registered office of the corporation or, except for a meeting
called by or at the demand of a shareholder, at such other place as may be
fixed from time to time by the board of directors (the "board" or "board of
directors").

     Section 2. Regular Annual Meeting. A regular annual meeting of
shareholders shall be held on such day in each calendar year as shall be
determined by the board for the purpose of electing directors and for the
transaction of any other business appropriate for action by the shareholders.

     Section 3. Special Meetings. Special meetings of the shareholders may be
called at any time by the Chief Executive Officer or the Chief Financial
Officer or by two or more directors or by a shareholder or shareholders
holding ten percent or more of the voting power of all shares entitled to
vote; except that a special meeting called by shareholders for the purpose of
considering any action to directly or indirectly facilitate or effect a
business combination, including any action to change or otherwise affect the
composition of the board of directors for that purpose, must be called by
twenty-five percent or more of the voting power of all shares entitled to
vote. A shareholder or shareholders holding the requisite voting power may
demand a special meeting of shareholders only by giving the written notice of
demand required by law. Special meetings shall be held on the date and at the
time and place fixed as provided by law.

     Section 4. Notice. Notice of all meetings of shareholders shall be given
to every holder of shares entitled to vote in the manner and pursuant to the
requirements of Chapter 302A.

     Section 5. Record Date. The board or an officer so authorized by the
board shall fix a record date not more than 60 days before the date of a
meeting of shareholders as the date for the determination of the holders of
voting shares entitled to notice of and to vote at the meeting.





     Section 6. Quorum. The holders of a majority of the voting power of the
shares entitled to vote at a meeting present in person or by proxy at the
meeting are a quorum for the transaction of business. If a quorum is present
when a meeting is convened, the shareholders present may continue to transact
business until adjournment sine die, even though the withdrawal of a number of
shareholders originally present leaves less than the proportion otherwise
required for a quorum.

     Section 7. Voting Rights. Unless otherwise provided in the terms of the
shares, a shareholder has one vote for each share held on a record date. A
shareholder may cast a vote in person or by proxy. Such vote shall be by
written ballot unless the chairman of the meeting determines to request a
voice vote on a particular matter.

     Section 8. Proxies. The chairman of the meeting shall, after shareholders
have had a reasonable opportunity to vote and file proxies, close the polls
after which no further ballots, proxies, or revocations shall be received or
considered.

     Section 9. Act of the Shareholders. Except as otherwise provided by
Chapter 302A or by the amended and restated articles of incorporation of the
corporation, the shareholders shall take action by the affirmative vote of the
holders of a majority of the voting power of the shares present and entitled
to vote on that item of business.

     Section 10. Business of the Meeting. At any annual meeting of
shareholders, only such business shall be conducted as shall have been brought
before the meeting (i) by or at the direction of the board or (ii) by any
shareholder who is entitled to vote with respect thereto and who complies with
the notice procedures set forth in this Section 10. For business to be
properly brought before an annual meeting by a shareholder, the shareholder
must have given timely notice thereof in writing to the corporate secretary.
To be timely, a shareholder's notice must be delivered or mailed to and
received at the principal executive office of the corporation not less than 60
days prior to the date of the annual meeting; provided, however, that in the
event that less than 70 days' notice or prior public disclosure of the date of
the meeting is given or made to shareholders, notice by the shareholders to be
timely must be received not later than the close of business on the 10th day
following the day of which such notice of the date of the annual meeting was
mailed or such public disclosure was made. A shareholder's notice to the
corporate secretary shall set forth as to each matter such shareholder
proposes to bring before the annual meeting: (i) a brief description of the
business desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting; (ii) the name and address, as
they appear on the corporation's share register, of the shareholder proposing
such business; (iii) the class and number of shares of the corporation's
capital stock that are beneficially owned by such shareholder; and (iv) any
material interest of such shareholder in such business. Notwithstanding
anything in these bylaws to the contrary, no business shall be brought before
or conducted at the annual meeting except in accordance with the provisions of
this Section 10. The officer of the corporation or other person presiding over
the annual meeting shall, if the facts so warrant, determine and declare to
the meeting that business was not properly brought before the meeting in
accordance with the provisions of this Section 10 and, if he shall so
determine, he shall so declare to the meeting and any such business so
determined to be not properly brought before the meeting shall not be
transacted.

                                    Page 2




     At any special meeting of shareholders, the business transacted shall be
limited to the purposes stated in the notice of the meeting. With respect to a
special meeting held pursuant to the demand of a shareholder or shareholders,
the purposes shall be limited to those specified in the demand in the event
that the shareholder or shareholders are entitled by law to call the meeting
because the board does not do so.

     Section 11. Nomination of Directors. Only persons who are nominated in
accordance with the procedures set forth in these bylaws shall be eligible for
election as directors. Nominations of persons for election to the board of the
corporation may be made at a meeting of shareholders at which directors are to
be elected only (i) on behalf of the board of directors, by the Governance
Committee of the board of directors in accordance with Article V of these
bylaws and subject to paragraph (b) of Article VI of the amended and restated
articles of incorporation or (ii) by any shareholder of the corporation
entitled to vote for the election of directors at the meeting who complies
with the notice procedures set forth in this Section 11. Such nominations,
other than those made by or at the direction of the board as described in
clause (i) above, shall be made by timely notice in writing to the corporate
secretary. To be timely, a shareholder's notice shall be delivered or mailed
to and received at the principal executive office of the corporation not less
than 60 days prior to the date of the meeting, provided, however, that in the
event that less than 70 days' notice or prior disclosure of the date of this
meeting is given or made to shareholders, notice by the shareholders to be
timely must be so received not later than the close of business on the 10th
day following the date on which such notice of the date of the meeting was
mailed or such public disclosure was made. Such shareholder's notice shall set
forth (i) as to each person whom such shareholder proposes to nominate for
election as a director, all information relating to such person that is
required to be disclosed in solicitations of proxies for election of
directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (including such person's
written consent to being named in the proxy statement as a nominee and to
serving as a director if elected), and (ii) as to the shareholder giving the
notice (a) the name and address, as they appear on the corporation's share
register, of such shareholder and (b) the class and number of shares of the
corporation's capital stock that are beneficially owned by such shareholder,
and shall be accompanied by the written consent of each such person to serve
as a director of the corporation, if elected. At the request of the board
acting through the Governance Committee, any person nominated at the direction
of the board by such committee for election as a director shall furnish to the
corporate secretary that information required to be set forth in a
shareholder's notice of nomination which pertains to the nominee. No person
shall be eligible for election as a director of the corporation unless
nominated in accordance with the provisions of this Section 11. The officer of
the corporation or other person presiding at the meeting shall, if the facts
so warrant, determine and declare to the meeting that a nomination was not
made in accordance with such provisions and, if he shall so determine, he
shall so declare to the meeting and the defective nomination shall be
disregarded.

                                 ARTICLE III

                              BOARD OF DIRECTORS

     Section 1. Board to Manage. The business and affairs of the corporation
shall be managed by or under the direction of the board.


                                    Page 3



     Section 2. Number and Term of Office. Subject to Article V of these
bylaws and Article VI of the amended and restated articles of incorporation,
the number of directors shall be determined by the board of directors from
time to time. Each director shall be elected to serve for a term that expires
at the next regular annual meeting of the shareholders and when a successor is
elected and has qualified, or at the time of the earlier death, resignation,
removal or disqualification of the director.

     Section 3. Meetings of the Board. The board may hold meetings either
within or without the State of Minnesota at such places as the board may
select. If the board fails to select a place for a meeting, the meeting shall
be held at the principal executive office of the corporation; provided, that
one meeting each calendar year shall be held within the State of Connecticut.
Five regular meetings of the board shall be held each year. One shall be held
immediately following the regular annual meeting of the shareholders. The
other four regular meetings shall be held on dates and at times determined by
the board. No notice of a regular meeting is required if the date, time and
place of the meeting has been announced at a previous meeting of the board. A
special meeting of the board may be called by any director or by the chief
executive officer by giving, or causing the corporate secretary to give, at
least 24 hours' notice to all directors of the date, time and place of the
meeting. If present, the chairman and the chief executive officer shall
jointly preside at all meetings of the board.

     Section 4. Advance Action by Absent Directors. A director may give
advance written consent or opposition to a proposal to be acted on at a board
meeting.

     Section 5. Electronic Communications. A board meeting may be held and
participation in a meeting may be effected by means of any form of
communications permitted by Chapter 302A.

     Section 6. Quorum. At all meetings of the board, a majority of the
directors then holding office is a quorum for the transaction of business. In
the absence of a quorum, a majority of the directors present may adjourn a
meeting from time to time until a quorum is present. If a quorum is present
when a meeting is convened, the directors present may continue to transact
business until adjournment sine die, even though the withdrawal of a number of
directors originally present leaves less than the proportion otherwise
required for a quorum.

     Section 7. Act of the Board. Except as otherwise provided by the amended
and restated articles of incorporation, the board shall take action by the
affirmative vote of at least a majority of the directors present at a meeting.
In addition, the board may act without a meeting by written action signed (or
consented to by authenticated electronic communication) by all of the
directors then holding office or, on or after January 1, 2006, as otherwise
provided in the amended and restated articles of incorporation.


                                    Page 4




     Section 8. Board-Appointed Committees. Subject to Article V of these
bylaws and Article VI of the amended and restated articles of incorporation:
(a) a resolution approved by the affirmative vote of a majority of the
directors then holding office may establish committees having the authority of
the board in the management of the business of the corporation; and (b) any
committee, to the extent provided in the applicable resolution of the board of
directors or in the bylaws, shall, to the extent permitted by law, have and
may exercise all of the powers and authority of the board of directors.

     Section 9. Chairman of the Board. Subject to Article VI of the amended
and restated articles of incorporation, the board shall at its regular meeting
each year immediately following the regular annual shareholders meeting elect
from its number a chairman of the board who shall serve until the next regular
meeting of the board immediately following the regular annual shareholders
meeting. The chairman may be (but shall not be required to be) the chief
executive officer or another executive officer of the corporation and shall,
subject to Article VI of the amended and restated articles of incorporation:

     (a)  consult with the chief executive officer and the board on the
          strategic direction of the corporation;

     (b)  report solely to the board;

     (c)  jointly preside with the chief executive officer at all meetings of
          the board; and

     (d)  perform such other duties prescribed by the board or these bylaws.


                                  ARTICLE IV

                                   OFFICERS

     Section 1. Required Officers. The corporation shall have officers who
shall serve as chief executive officer and chief financial officer and such
other officers as the board shall determine from time to time. All senior
officers of the corporation other than the chairman of the board shall report
to the chief executive officer.

     Section 2. Chief Executive Officer. The board shall at its regular
meeting each year immediately following the regular annual shareholders
meeting elect from its number a chief executive officer who shall serve until
the next regular meeting of the board immediately following the regular annual
shareholders meeting. Subject to Article VI of the amended and restated
articles of incorporation, the chief executive officer shall

     (a)  in consultation with the chairman and the board, have responsibility
          for planning the strategic direction of the company;

     (b)  subject to the direction of the board, have responsibility for the
          supervision, coordination and management of the business and affairs
          of the corporation;

     (c)  preside at all shareholder meetings and jointly preside with the
          chairman at meetings of the board;

                                    Page 5




     (d)  have responsibility to direct and guide operations to achieve
          corporate profit, growth and social responsibility objectives;

     (e)  report solely to the board;

     (f)  see that all orders and resolutions of the board are carried into
          effect; and

     (g)  perform such other duties prescribed by the board or these bylaws.

     Section 3. Chief Financial Officer. The board shall elect one or more
officers, however denominated, to serve at the pleasure of the board who shall
together share the function of chief financial officer. The function of chief
financial officer shall be to

     (a)  cause accurate financial records to be maintained for the
          corporation;

     (b)  cause all funds belonging to the corporation to be deposited in the
          name of and to the credit of the corporation in banks and other
          depositories selected pursuant to general and specific board
          resolutions;

     (c)  cause corporate funds to be disbursed as appropriate in the ordinary
          course of business;

     (d)  cause appropriate internal control systems to be developed,
          maintained, improved and implemented; and

     (e)  perform other duties prescribed by the board or the chief executive
          officer.

     Section 4. Chief Legal Officer. The board shall elect a chief legal
officer who shall serve at the pleasure of the board. The chief legal officer
shall

     (a)  serve as the senior legal counsel to the corporation;

     (b)  have responsibility for oversight and administration of the
          corporation's legal and regulatory affairs; and

     (c)  perform other duties prescribed by the board or the chief executive
          officer.

     Section 5. Chief Investments Officer. The board shall elect a chief
investments officer who shall serve at the pleasure of the board. The chief
investments officer shall

     (a)  have responsibility for the administration of the corporation's
          investment portfolio;

     (b)  have responsibility for the supervision and oversight of compliance
          with the corporation's investment policies;

     (c)  have responsibility for monitoring the performance of investment
          managers, external and internal, and making recommendations to the
          chief executive officer with respect thereto; and

                                    Page 6




     (d)  perform such other duties prescribed by the board or the chief
          executive officer.

     Section 6. Corporate Secretary. The board shall elect a corporate
secretary who shall serve at the pleasure of the board. The corporate
secretary shall

     (a)  be present at and maintain records of and certify proceedings of the
          board and the shareholders and, if requested, of the executive
          committee and other board committees;

     (b)  serve as custodian of all official corporate records other than
          those of a financial nature;

     (c)  cause the corporation to maintain appropriate records of share
          transfers and shareholders; and

     (d)  perform other duties prescribed by the board or the chief executive
          officer.

In the absence of the corporate secretary, a secretary, assistant secretary or
other officer shall be designated by the chief executive officer to carry out
the duties of corporate secretary.

                                  ARTICLE V

                          CERTAIN GOVERNANCE MATTERS

     Section 1. Definitions

          "Effective Time" has the meaning specified in the amended and
restated articles of incorporation.

          "Replacement St. Paul Director" means a director designated pursuant
to this Article V by the St. Paul Directors who are members of the Governance
Committee of the board (i) to fill a vacancy on the board of directors or (ii)
to be nominated for election to the board of directors by the shareholders of
the corporation.

          "Replacement Travelers Director" means a director designated
pursuant to this Article V by the Travelers Directors who are members of the
Governance Committee of the board (i) to fill a vacancy on the board of
directors or (ii) to be nominated for election to the board of directors by
the shareholders of the corporation.

          "Specified Period" has the meaning specified in the amended and
restated articles of incorporation.

          "St. Paul Directors" means (i) those eleven directors designated by
the corporation to serve as members of the board of directors as of the
Effective Time pursuant to a contractual right of the corporation to designate
such directors and (ii) any Replacement St. Paul Director.

          "Travelers" means Travelers Property Casualty Corp., a Connecticut
corporation.

                                    Page 7




          "Travelers Directors" means (i) those twelve Directors designated by
Travelers to serve as members of the board of directors as of the Effective
Time pursuant to a contractual right of Travelers to designate such directors
and (ii) any Replacement Travelers Director.

     Section 2. Governance Committee of the Board.

     (a)  The Governance Committee shall have responsibility for undertaking a
          complete review of the corporation's governance standards and
          policies and shall make a comprehensive governance recommendation to
          the board of directors at the end of the Specified Period or on such
          earlier date as the Governance Committee shall determine.

     (b)  The Governance Committee shall have the exclusive delegated
          authority of the board to nominate individuals for election to the
          board of directors by the shareholders of the corporation and to
          designate individuals to fill newly created positions on the board
          of directors and, during the Specified Period, the Governance
          Committee shall exercise such authority only by the affirmative vote
          of at least two-thirds of its members. The Governance Committee shall
          seek meaningful input on nominations from the chairman and the chief
          executive officer.

     (c)  During the Specified Period (i) a majority of the membership of the
          Governance Committee who are Travelers Directors shall have the
          exclusive delegated authority of the board to fill any vacancy on
          the board of directors formerly held by a Travelers Director and
          (ii) a majority of the membership of the Governance Committee who
          are St. Paul Directors shall have the exclusive delegated authority
          of the board to fill any vacancy on the board of directors formerly
          held by a St. Paul Director.

     (d)  During the Specified Period, any recommendation by the Governance
          Committee to change the size or chairmanship of the board or any
          committee of the board, the responsibilities of, or the authority
          delegated to, any committee of the board, the ratio of the number of
          Travelers Directors to the number of St. Paul Directors on the board
          or any committee of the board shall require the approval of
          two-thirds of the members of the Governance Committee.

     Section 3. Amendments. During the Specified Period, any amendment by the
board of this Article V shall require the approval of two-thirds of the
members of the board.


                                    Page 8




                                  ARTICLE VI

                          SHARE CERTIFICATES/TRANSFER

     Section 1. Certificated and Uncertificated Shares. The shares of this
corporation shall be either certificated shares or uncertificated shares. Each
holder of duly issued certificated shares is entitled to a certificate of
shares, which shall be in such form as prescribed by law and adopted by the
board.

     Section 2. Transfer of Shares. Transfer of shares on the books of the
corporation shall be made by the transfer agent and registrar in accordance
with procedures adopted by the board.

     Section 3. Lost, Stolen or Destroyed Certificates. No certificate for
certificated shares of the corporation shall be issued in place of one claimed
to be lost, stolen or destroyed except in compliance with Section 336.8-405,
Minnesota Statutes, as amended from time to time, and the corporation may
require a satisfactory bond of indemnity protecting the corporation against
any claim by reason of the lost, stolen or destroyed certificate.

                                 ARTICLE VII

                              GENERAL PROVISIONS

     Section 1. Voting of Shares. The chief executive officer, any vice
president or the corporate secretary, unless some other person is appointed by
the board, may vote shares of any other corporation held or owned by the
corporation and may take any required action with respect to investments in
other types of legal entities.

     Section 2. Execution of Documents. Deeds, mortgages, bonds, contracts and
other documents and instruments pertaining to the business and affairs of the
corporation may be signed and delivered on behalf of the corporation by the
chief executive officer, any vice president or corporate secretary or by such
other person or by such other officers as the board may specify.

     Section 3. Transfer of Assignment of Securities. The chief executive
officer, chief financial officer, chief legal officer, chief investments
officer, treasurer, or any vice president, corporate secretary, secretary or
assistant secretary of the corporation shall execute the transfer and
assignment of any securities owned by or held in the name of the corporation.
The transfer and assignment of securities held in the name of a nominee of the
corporation may be accomplished pursuant to the contract between the
corporation and the nominee.

     Section 4. Fiscal Year. The fiscal year of the corporation shall end on
December 31 of each year.

     Section 5. Seal. The corporation shall have a circular seal bearing the
name of the corporation and an impression of a man at a plow, a gun leaning
against a stump and an Indian on horseback.


                                    Page 9




     Section 6. Indemnification. The corporation shall indemnify and make
permitted advances to a person made or threatened to be made a party to a
proceeding by reason of his former or present official capacity (as defined in
Section 302A.521 of the Minnesota Statutes, as amended from time to time)
against judgments, penalties, fines (including without limitation excise taxes
assessed against the person with respect to an employee benefit plan),
settlements and reasonable expenses (including without limitation attorneys'
fees and disbursements) incurred by such person in connection with the
proceeding in the manner and to the fullest extent permitted or required by
Section 302A.521, as amended from time to time.



                                    Page 10

EX-99.1

                                                                Exhibit 99.1


[ST. PAUL TRAVELERS LOGO]
News Release

                                                  St. Paul Travelers Companies
                                                         385 Washington Street
                                                       St. Paul, MN 55012-1396
                                                       www.stpaultravelers.com

                  St. Paul Travelers Announces Brian MacLean
                     Named EVP and Chief Operating Officer


Saint Paul, Minn., May 5, 2005 -- St. Paul Travelers (NYSE: STA) today
announced Brian MacLean, 51, has been named Executive Vice President and Chief
Operating Officer, reporting to Jay Fishman, President and Chief Executive
Officer. The appointment is effective immediately.

"Brian MacLean is a seasoned executive manager, with more than 17 years'
experience with our company and in several aspects of the property casualty
insurance business," Fishman said. "He has successfully led our small
commercial business and our overall claims operation, and he has served in a
variety of senior financial management roles."

MacLean joined the company in 1988 as Director of Planning in the Corporate
Finance Department. In 1993, he was appointed Chief Financial Officer for
Claim, and in 1996, became Chief Financial Officer for Commercial Lines. In
1999, he was named Senior Vice President for Commercial Lines Select Accounts,
and was promoted to Executive Vice President and appointed to lead Claim in
2002.

St. Paul Travelers is a leading provider of property casualty insurance. For
more information, visit www.stpaultravelers.com.

                                     # # #

Contacts

Media:
Shane Boyd, 651.310.3846
Joan Palm, 651.310.2685
Marlene Ibsen, 860.277.9039

Institutional Investors:
Maria Olivo, 860.277.8330
David Punda, 212.588.8417

Individual Investors:
Marc Parr, 860.277.0779