8-K

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):  March 18, 2004
The St. Paul Companies, Inc.
	(Exact Name of Registrant as Specified in Its Charter)
	Minnesota
	(State or Other Jurisdiction of Incorporation)
001-10898		41-0518860
(Commission File Number)		(IRS Employer Identification No.)
385 Washington Street Saint Paul, MN		55102
(Address of Principal Executive Offices)		(Zip Code)
	(651) 310-7911
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)

Item 5. Other Events and Regulation FD Disclosure.

     On March 18, 2004, The St. Paul Companies, Inc. ("The St. Paul") issued a press release announcing that The St. Paul and Travelers Property Casualty Corp. ("Travelers") had executed a memorandum of understanding (the "Settlement") 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. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

     In connection with the Settlement, The St. Paul entered into the Second Amendment Agreement to the Agreement and Plan of Merger dated as of November 16, 2003, as amended, by and among The St. Paul, Travelers and Adams Acquisition Corp., a copy of which is attached hereto as Exhibit 2.1.

Item 7(c). Exhibits.

Exhibit Number	Description
2.1	Second Amendment Agreement to the Agreement and Plan of Merger dated as of November 16, 2003, as amended, by and among The St. Paul, Travelers and Adams Acquisition Corp.
99.1	Press release dated March 18, 2004.

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: March 18, 2004

THE ST. PAUL COMPANIES, INC.
By:	/s/ Bruce A. Backberg
	Name:	Bruce A. Backberg
	Title:	Senior Vice President

EXHIBIT INDEX

Exhibit Number	Description
2.1	Second Amendment Agreement to the Agreement and Plan of Merger dated as of November 16, 2003, as amended, by and among The St. Paul, Travelers and Adams Acquisition Corp.
99.1	Press release dated March 18, 2004.

EX-2.1

EXHIBIT 2.1

     SECOND AMENDMENT AGREEMENT (this “Second Amendment Agreement”) dated as of March 18, 2004 by and among The St. Paul Companies, Inc., a Minnesota corporation (“Parent”), Travelers Property Casualty Corp., a Connecticut corporation (the “Company”), and Adams Acquisition Corp., a Connecticut corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”).

     WHEREAS, the parties hereto are parties to an Agreement and Plan of Merger dated as of November 16, 2003, as amended by that certain Amendment Agreement dated as of February 12, 2004 (as amended, the “Merger Agreement”); and

     WHEREAS, the parties hereto desire to amend the Merger Agreement to reduce the amount of the “Company Termination Fee” and the “Parent Termination Fee” (in each case, as defined in the Merger Agreement) from $300,000,000 to $275,000,000, all as set forth herein;

      NOW, THEREFORE, the parties hereto agree as follows:

     Section 1. Amendment. Section 10.04(b) of the Merger Agreement is modified and amended by deleting the number “$300,000,000” and replacing it with the number “$275,000,000”.

     Section 10.04(c) of the Merger Agreement is modified and amended by deleting the number “$300,000,000” and replacing it with the number “$275,000,000”.

     Except as amended hereby, the Merger Agreement (including the exhibits and schedules thereto) shall remain in full force and effect and is hereby ratified and confirmed.

     Section 2. Entire Agreement. The Merger Agreement (including the exhibits and schedules thereto), as amended hereby, together with the Confidentiality Agreement (as defined in the Merger Agreement), constitutes the entire agreement between the parties with respect to the subject matter hereof and thereof and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter hereof and thereof.

     Section 3. Miscellaneous. Article 10 of the Merger Agreement (other than Sections 10.02, 10.04 and 10.10), is hereby incorporated by reference into this Second Amendment Agreement and made a part hereof, except that references in such Article to the Merger Agreement shall be deemed to refer this Second Amendment Agreement (other than references to specific provisions of the Merger Agreement, which shall be deemed to refer to such provisions of the Merger Agreement).

     IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

THE ST. PAUL COMPANIES, INC.
By:	/s/ Jay S. Fishman
	Name:	Jay S. Fishman
	Title:	Chairman, Chief Executive Officer and President
TRAVELERS PROPERTY CASUALTY CORP.
By:	/s/ Robert I. Lipp
	Name:	Robert I. Lipp
	Title:	Chief Executive Officer and Chairman of the Board of Directors
ADAMS ACQUISITION CORP.
By:	/s/ Samuel G. Liss
	Name:	Samuel G. Liss
	Title:	Executive Vice President

2

EX-99.1

EXHIBIT 99.1

Media Contact: Joan Palm
U.S. Telephone: 651.310.2685
E-mail: joan.palm@stpaul.com

Investor Contact: Laura Gagnon
U.S. Telephone: 651.310.7696
E-mail: laura.gagnon@stpaul.com

FOR IMMEDIATE RELEASE

The St. Paul Companies announces settlement of litigation relating to merger with Travelers Property Casualty

SAINT PAUL, Minn., March 18, 2004 - The St. Paul Companies (NYSE: SPC) announced today that The St. Paul and Travelers have entered into a memorandum of understanding 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 combined company will be a leading 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

companies expect to close the transaction in early April 2004, pending receipt of regulatory and shareholder approvals. Shareholder meetings for both companies are scheduled to occur on March 19, 2004.

About The St. Paul Companies

     The St. Paul Companies is headquartered in Saint Paul, Minnesota, and provides commercial property-liability insurance and asset management services. The St. Paul reported 2003 revenue of $8.85 billion and total assets of $39.56 billion. For additional information about The St. Paul see: www.stpaul.com.

Forward-Looking Statements

     This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform act of 1995. All Statements other than statements of historical facts may be forward-looking statements. Many risks and uncertainties may impact the matters addressed in forward-looking statements, and actual results may differ materially from those expressed or implied. For a discussion of the factors that could cause actual results to differ, please see the disclosure under the heading “Forward-Looking Statement Disclosure and Certain Risks’ in the Company’s most recent annual report on Form 10-K filed with the Securities and Exchange Commission.