SC TO-I

QuickLinks -- Click here to rapidly navigate through this document

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE TO
(RULE 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.     )

ST. PAUL FIRE AND MARINE INSURANCE COMPANY
(Name of Subject Company (Issuer))

ST. PAUL FIRE AND MARINE INSURANCE COMPANY
THE ST. PAUL COMPANIES, INC.
(Names of Filing Persons (Offerors))

Zero Coupon Convertible Subordinated Notes Due 2009
of St. Paul Fire and Marine Insurance Company
(as successor to USF&G Corporation)
(Title of Class of Securities)

903290-AD6
(CUSIP Number of Class of Securities)

Bruce A. Backberg, Esq.
Senior Vice President and Corporate Secretary
St. Paul Fire and Marine Insurance Company
and
Senior Vice President and Corporate Secretary
The St. Paul Companies, Inc.
385 Washington Street
St. Paul, Minnesota 55102
(651) 310-7911
(Name, address, and telephone number of person
authorized to receive notices and communications on behalf of filing persons)

with copy to:

Donald R. Crawshaw, Esq.
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
(212) 558-4000

CALCULATION OF FILING FEE

Transaction Valuation*: $113,089,648.72 Amount of Filing Fee**: $14,328.46

*

Calculated solely for purposes of determining the filing fee. The purchase price of the Zero Coupon Convertible Subordinated Notes Due 2009, as described herein, is $800.51 per $1,000 principal amount at maturity outstanding. As of January 30, 2004, there was approximately $141,272,000.00 in aggregate principal amount at maturity outstanding, resulting in an aggregate maximum purchase price of $113,089,648.72.

**

The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and equals $126.70 for each $1,000,000 of the value of the transaction.

o

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	Not applicable	Filing Party:	Not applicable
Form or Registration No.:	Not applicable	Date Filed:	Not applicable

o

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes to designate any transactions to which this statement relates:

o	third-party tender offer subject to Rule 14d-1.	o	going-private transaction subject to Rule 13e-3.
ý	issuer tender offer subject to Rule 13e-4.	o	amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

INTRODUCTORY STATEMENT

        This Tender Offer Statement on Schedule TO-I ("Schedule TO-I") is filed by St. Paul Fire and Marine Insurance Company, a Minnesota corporation (the "Company") and The St. Paul Companies, Inc., a Minnesota corporation and the parent company of the Company ("St. Paul"), and relates to the offer by the Company and St. Paul to purchase the Zero Coupon Convertible Subordinated Notes Due 2009 issued by USF&G Corporation, a Maryland corporation ("USF&G"), as a predecessor of the Company, on March 3, 1994 (the "Securities"), upon the terms and subject to the conditions set forth in the Indenture (as defined below), the Company Notice, dated February 2, 2004 (the "Company Notice"), the Securities and the related offer materials filed as Exhibits (a)(1)(B) to (a)(1)(C) to this Schedule TO-I (which Company Notice and related offer materials, as amended or supplemented from time to time, collectively constitute the "Option"). The Securities were issued pursuant to an Indenture, dated as of January 28, 1994, between USF&G and JPMorgan Chase Bank (formerly known as Chemical Bank), a New York banking corporation, as Trustee (the "Trustee"), as amended and supplemented by the First Supplemental Indenture, dated as of April 24, 1998, among St. Paul, USF&G and the Trustee, and the Second Supplemental Indenture, dated as of January 1, 1999, among the Company, USF&G and the Trustee (as so supplemented and amended, the "Indenture").

        The Option will expire at 5:00 p.m., New York City time, on March 3, 2004. This Schedule TO-I is intended to satisfy the disclosure requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended.

Items 1 through 9.

        The Company is the issuer of the Securities and the Company and St. Paul are offering to purchase all of the Securities if tendered by the holders under the terms and subject to the conditions set forth in the Indenture, the Company Notice, the Securities and the related offer materials filed as Exhibits (a)(1)(B) to (a)(1)(C). The Securities are convertible into shares of common stock, no par value per share, of St. Paul. Each of the Company and St. Paul maintains its registered and principal executive offices at 385 Washington Street, St. Paul, Minnesota 55102. The telephone number there is (651) 310-7911. As permitted by General Instruction F to Schedule TO, all of the information set forth in the Option is incorporated by reference into this Schedule TO-I.

Item 10. Financial Statements.

        (a)   The Company and St. Paul believe that their financial condition is not material to a holder's decision whether to put the Securities to the Company because the consideration being paid to holders surrendering Securities consists solely of cash, the Option is not subject to any financing conditions, the Option applies to all outstanding Securities and St. Paul is a public reporting company that files reports electronically on EDGAR. The financial condition and results of operations of St. Paul and its subsidiaries are reported electronically on EDGAR on a consolidated basis.

        (b)   Not applicable.

Item 11. Additional Information.

        (a)   Not applicable.

        (b)   Not applicable.

2

Item 12. Exhibits.

(a)(1)(A)	Company Notice to Holders of Zero Coupon Convertible Subordinated Notes Due 2009, dated February 2, 2004.
(a)(1)(B)	Form of Purchase Notice.
(a)(1)(C)	Form of Notice of Withdrawal.
(b)	Not applicable.
(d)(1)	Indenture, dated as of January 28, 1994, between USF&G, as issuer, and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank and Chemical Bank), as Trustee, incorporated by reference to Exhibit 4E to USF&G's Annual Report on Form 10-K for the year ended December 31, 1993, as filed with the Securities and Exchange Commission on March 31, 1994.
(d)(2)	First Supplemental Indenture, dated as of April 24, 1998, among St. Paul, USF&G, as issuer, and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank and Chemical Bank), as Trustee, incorporated by reference to Exhibit (c)(2) to USF&G and St. Paul's Issuer Tender Offer Statement on Schedule 13E-4, as filed by USF&G with the Securities and Exchange Commission on May 15, 1998.
(d)(2)	Second Supplemental Indenture, dated as of January 1, 1999, among the Company, as issuer, USF&G and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank and Chemical Bank), as Trustee, incorporated by reference to Exhibit (c)(3) to St. Paul and the Company's Issuer Tender Offer Statement on Schedule 13E-4, as filed with the Securities and Exchange Commission on February 5, 1999.
(g)	Not applicable.
(h)	Not applicable.

Item 13. Information Required by Schedule 13E-3.

        (a)   Not applicable.

3

SIGNATURES

        After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

ST. PAUL FIRE AND MARINE INSURANCE COMPANY
By:	/s/  BRUCE A. BACKBERG
Name:	Bruce A. Backberg
Title:	Senior Vice President and Corporate Secretary
THE ST. PAUL COMPANIES, INC.
By:	/s/  BRUCE A. BACKBERG
Name:	Bruce A. Backberg
Title:	Senior Vice President and Corporate Secretary

Dated: February 2, 2004

4

EXHIBIT INDEX

(a)(1)(A)	Company Notice to Holders of Zero Coupon Convertible Subordinated Notes Due 2009, dated February 2, 2004.
(a)(1)(B)	Form of Purchase Notice.
(a)(1)(C)	Form of Notice of Withdrawal.
(b)	Not applicable.
(d)(1)	Indenture, dated as of January 28, 1994, between USF&G, as issuer, and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank and Chemical Bank), as Trustee, incorporated by reference to Exhibit 4E to USF&G's Annual Report on Form 10-K for the year ended December 31, 1993, as filed with the Securities and Exchange Commission on March 31, 1994.
(d)(2)	First Supplemental Indenture, dated as of April 24, 1998, among St. Paul, USF&G, as issuer, and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank and Chemical Bank), as Trustee, incorporated by reference to Exhibit (c)(2) to USF&G and St. Paul's Issuer Tender Offer Statement on Schedule 13E-4, as filed by USF&G with the Securities and Exchange Commission on May 15, 1998.
(d)(2)	Second Supplemental Indenture, dated as of January 1, 1999, among the Company, as issuer, USF&G and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank and Chemical Bank), as Trustee, incorporated by reference to Exhibit (c)(3) to St. Paul and the Company's Issuer Tender Offer Statement on Schedule 13E-4, as filed with the Securities and Exchange Commission on February 5, 1999.
(g)	Not applicable.
(h)	Not applicable.

5

QuickLinks

INTRODUCTORY STATEMENT

Items 1 through 9.
Item 10. Financial Statements.
Item 11. Additional Information.
Item 12. Exhibits.
Item 13. Information Required by Schedule 13E-3.

SIGNATURES
EXHIBIT INDEX

EX-99.(A)(1)(A)

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 99.(a)(1)(A)

COMPANY NOTICE
TO HOLDERS OF
ZERO COUPON CONVERTIBLE SUBORDINATED NOTES DUE 2009
ISSUED BY
USF&G CORPORATION
GIVEN BY
ST. PAUL FIRE AND MARINE INSURANCE COMPANY
(AS SUCCESSOR TO USF&G CORPORATION)
AND BY THE ST. PAUL COMPANIES, INC.

CUSIP Number: 903290-AD6

        NOTICE IS HEREBY GIVEN pursuant to the terms and conditions of the Indenture, dated as of January 28, 1994, between USF&G Corporation, a Maryland corporation ("USF&G"), and JPMorgan Chase Bank (formerly known as Chemical Bank), a New York banking corporation, as Trustee (the "Paying Agent"), as amended and supplemented by the First Supplemental Indenture, dated as of April 24, 1998, among The St. Paul Companies, Inc., a Minnesota corporation ("St. Paul"), USF&G and the Paying Agent, and the Second Supplemental Indenture, dated as of January 1, 1999, among St. Paul Fire and Marine Insurance Company, a Minnesota corporation and a wholly owned subsidiary of St. Paul (the "Company"), USF&G and the Paying Agent (as so supplemented and amended, the "Indenture"), and the Zero Coupon Convertible Subordinated Notes Due 2009 of the Company (the "Securities"), that at the option of the holder thereof (the "Holder"), the Securities will be purchased by the Company or St. Paul for $800.51 per $1,000 principal amount at maturity of the Securities (the "Purchase Price"), subject to the terms and conditions of the Indenture, the Securities and this Company Notice and related offer materials, as amended and supplemented from time to time (the "Option"). Holders may surrender their Securities from February 2, 2004, through 5:00 p.m., New York City time, on March 3, 2004. This Company Notice is being sent pursuant to the provisions of Section 106 of the Indenture and paragraph 6 of the Securities. All capitalized terms used but not specifically defined herein shall have the meanings given to such terms in the Indenture and the Securities.

To exercise your option to have the Company or St. Paul purchase the Securities and receive payment of $800.51 per $1,000 principal amount at maturity of the Securities, you must validly surrender the Securities and the enclosed Purchase Notice to the Paying Agent (and not have withdrawn such surrendered Securities and Purchase Notice), prior to 5:00 p.m., New York City time, on Wednesday, March 3, 2004 (the "Purchase Date"). Securities surrendered for purchase may be withdrawn at any time prior to 5:00 p.m., New York City time, on Wednesday, March 3, 2004. The right of Holders to surrender Securities for purchase in the Option expires at 5:00 p.m., New York City time, on Wednesday, March 3, 2004. HOLDERS THAT SURRENDER THROUGH THE DEPOSITORY TRUST COMPANY ("DTC") NEED NOT SUBMIT A PHYSICAL PURCHASE NOTICE TO THE PAYING AGENT IF SUCH HOLDERS COMPLY WITH THE TRANSMITTAL PROCEDURES OF DTC.

        The addresses for the Paying Agent are as follows:

By Mail:	By Registered or Certified Mail or Overnight Courier:
JPMorgan Chase Bank Institutional Trust Services P.O. Box 2320 Dallas, TX 75221 Attn: Frank Ivins	JPMorgan Chase Bank Institutional Trust Services 2001 Bryan Street, 9th Floor Dallas, TX 75201 Attn: Frank Ivins

        Copies of this Company Notice may be obtained from the Paying Agent at its addresses set forth above.

The date of this Company Notice is February 2, 2004.

TABLE OF CONTENTS

SUMMARY TERM SHEET			1
IMPORTANT INFORMATION CONCERNING THE OPTION			3
1.	Information Concerning the Company and St. Paul		3
2.	Information Concerning the Securities		4
	2.1.	The Company's and St. Paul's Obligation to Purchase the Securities	4
	2.2.	Purchase Price	4
	2.3.	Conversion Rights of the Securities	5
	2.4.	Market for the Securities and St. Paul Common Stock	5
	2.5.	Redemption	6
	2.6.	Change in Control	6
	2.7.	Ranking	6
3.	Procedures to Be Followed by Holders Electing to Surrender Securities for Purchase		6
	3.1.	Method of Delivery	6
	3.2.	Purchase Notice	6
	3.3.	Delivery of Securities	7
4.	Right of Withdrawal		7
5.	Payment for Surrendered Securities		8
6.	Securities Acquired		8
7.	Plans or Proposals of the Company or St. Paul		8
8.	Interests of Directors, Executive Officers and Affiliates of the Company or St. Paul in the Securities		9
9.	Purchases of Securities by the Company, St. Paul and Their Affiliates		9
10.	Material United States Tax Considerations		10
11.	Additional Information		11
12.	No Solicitations		11
13.	Definitions		11
14.	Conflicts		11

No person has been authorized to give any information or to make any representations other than those contained in this Company Notice and accompanying Purchase Notice and, if given or made, such information or representations must not be relied upon as having been authorized. This Company Notice and accompanying Purchase Notice do not constitute an offer to buy or the solicitation of an offer to sell securities in any circumstances or jurisdiction in which such offer or solicitation is unlawful. The delivery of this Company Notice shall not under any circumstances create any implication that the information contained herein is current as of any time subsequent to the date of such information. None of the Company or St. Paul or their respective boards of directors or employees are making any representation or recommendation to any Holder as to whether or not to surrender such Holder's Securities. You should consult your own financial and tax advisors and must make your own decision as to whether to surrender your Securities for purchase and, if so, the amount of Securities to surrender.

i

SUMMARY TERM SHEET

The following are answers to some of the questions that you may have about the Option. To understand the Option fully and for a more complete description of the terms of the Option, we urge you to read carefully the remainder of this Company Notice and the accompanying Purchase Notice because the information in this summary is not complete and those documents contain additional important information. We have included page references to direct you to a more complete description of the topics in this summary.

Who is offering to purchase my Securities?

        St. Paul Fire and Marine Insurance Company, a Minnesota corporation (the "Company"), and The St. Paul Companies, Inc., a Minnesota corporation ("St. Paul"), are offering to purchase your validly surrendered Zero Coupon Convertible Subordinated Notes due 2009 (the "Securities"). The Company is a wholly owned subsidiary of St. Paul. St. Paul has irrevocably and unconditionally assumed, jointly and severally with the Company, responsibility for the due and punctual payment of all monetary obligations of the Company under the Indenture and the Securities. The Option may be satisfied by either the Company or St. Paul. (Pages 3-4)

What securities are you seeking to purchase?

        We are offering to purchase all of the Securities surrendered, at the option of the holder thereof (the "Holder"). As of January 30, 2004, there was approximately $141,272,000 aggregate principal amount at maturity of Securities outstanding. The Securities were issued under an Indenture, dated as of January 28, 1994, between USF&G Corporation, a Maryland corporation ("USF&G"), and JPMorgan Chase Bank (formerly known as Chemical Bank), a New York banking corporation, as Trustee (the "Paying Agent"), as amended and supplemented by the First Supplemental Indenture, dated as of April 24, 1998, among St. Paul, USF&G and the Paying Agent, and the Second Supplemental Indenture, dated as of January 1, 1999, among the Company, USF&G and the Paying Agent (as so supplemented and amended, the "Indenture"). (Page 4)

How much are you offering to pay and what is the form of payment?

        Pursuant to the terms of the Indenture and the Securities, we will pay, in cash, a purchase price of $800.51 per $1,000 principal amount at maturity of the Securities (the "Purchase Price") with respect to any and all Securities validly surrendered for purchase and not withdrawn. (Page 4)

How can I determine the market value of the Securities?

        There is no established reporting system or market for trading in the Securities. To the extent that the Securities are traded, prices of the Securities may fluctuate widely depending on trading volume, the balance between buy and sell orders, prevailing interest rates, the Company's and St. Paul's operating results, the trading price of St. Paul's Common Stock and the market for similar securities. To the extent available, Holders are urged to obtain current market quotations for the Securities prior to making any decision with respect to the Option. The Common Stock, no par value per share (the "Common Stock"), of St. Paul into which the Securities are convertible is listed on the New York Stock Exchange ("NYSE") under the symbol "SPC." On January 30, 2004, the last reported sales price of the Common Stock on the NYSE was $42.13 per share. (Pages 5-6)

Why are you making the offer?

        We are required to make the offer pursuant to the terms of the Securities and the Indenture. (Page 4)

What do the boards of directors of the Company and St. Paul think of the Option?

        The boards of directors of the Company and St. Paul have not made any recommendation as to whether you should surrender your Securities for purchase in the offer. You must make your own decision whether to surrender your Securities for purchase in the offer and, if so, the amount of Securities to surrender. (Page 4)

When does the Option expire?

        The Option expires at 5:00 p.m., New York City time, on March 3, 2004 (the "Purchase Date"). We will not extend the period Holders have to accept the Option unless required to do so by the Federal securities laws. (Page 4)

What are the conditions to the purchase by the Company or St. Paul of the Securities?

        The purchase by us of validly surrendered Securities is not subject to any conditions other than such purchase being lawful. (Page 4)

How do I surrender my Securities?

        To surrender your Securities for purchase pursuant to the Option, you must deliver the required documents to the Paying Agent no later than 5:00 p.m., New York City time, on March 3, 2004.

HOLDERS THAT SURRENDER THROUGH THE DEPOSITORY TRUST COMPANY ("DTC") NEED NOT SUBMIT A PHYSICAL PURCHASE NOTICE TO THE PAYING AGENT IF SUCH HOLDERS COMPLY WITH THE TRANSMITTAL PROCEDURES OF DTC.

•

A Holder whose Securities are held in certificated form must properly complete and execute the Purchase Notice, and deliver such notice to the Paying Agent, with any other required documents and the certificates representing the Securities to be surrendered for purchase, on or before 5:00 p.m. New York City time, on the Purchase Date.



•

A Holder whose Securities are held by a broker, dealer, commercial bank, trust company or other nominee must contact such nominee if such Holder desires to surrender his or her Securities and instruct such nominee to surrender the Securities on the Holder's behalf.



•

Holders who are DTC participants should surrender their Securities electronically through DTC's Automated Tenders over the Participant Terminal System ("PTS"), subject to the terms and procedures of that system on or before 5:00 p.m., New York City time, on the Purchase Date. (Pages 6-7)

If I surrender, when will I receive payment for my Securities?

        We will accept for payment all validly surrendered Securities promptly upon expiration of the Option. We will promptly forward to the Paying Agent, prior to 1:00 p.m., New York City time, on March 4, 2004, the appropriate amount of cash required to pay the Purchase Price for the surrendered Securities, and the Paying Agent will promptly distribute the cash to the Holders. (Page 8)

Until what time can I withdraw previously surrendered Securities?

        You can withdraw Securities previously surrendered for purchase at any time until 5:00 p.m., New York City time, on March 3, 2004. Securities not accepted for payment after the expiration of forty business days from the commencement of the offer to purchase the Securities may be withdrawn. (Page 7)

How do I withdraw previously surrendered Securities?

        To withdraw previously surrendered Securities, you must deliver an executed written notice of withdrawal substantially in the form attached, or a facsimile of one, to the Paying Agent prior to 5:00 p.m., New York City time, on March 3, 2004.

HOLDERS THAT WITHDRAW THROUGH DTC NEED NOT SUBMIT A PHYSICAL NOTICE OF WITHDRAWAL TO THE PAYING AGENT IF SUCH HOLDERS COMPLY WITH THE WITHDRAWAL PROCEDURES OF DTC. (Pages 7-8)

2

Do I need to do anything if I do not wish to surrender my Securities for purchase?

        No. If you do not deliver a properly completed and duly executed Purchase Notice before the expiration of the Option, we will not purchase your Securities and such Securities will remain outstanding subject to their existing terms. (Page 6)

If I choose to surrender my Securities for purchase, do I have to surrender all of my Securities?

        No. You may surrender all of your Securities, a portion of your Securities or none of your Securities for purchase. If you wish to surrender a portion of your Securities for purchase, however, you must surrender your Securities in a principal amount at maturity of $1,000 or an integral multiple thereof. (Page 6)

If I do not surrender my Securities for purchase, will I continue to be able to exercise my conversion rights?

        Yes. If you do not surrender your Securities for purchase, your conversion rights will not be affected. You will continue to have the right to convert each $1,000 principal amount at maturity of a Security into 16.6434 shares of Common Stock of St. Paul, subject to the terms, conditions and adjustments specified in the Indenture and the Securities. (Page 5)

If I am a U.S. resident for U.S. federal income tax purposes, will I have to pay taxes if I surrender my Securities for purchase in the Option?

        The receipt of cash in exchange for Securities pursuant to the Option will be a taxable transaction for U.S. federal income tax purposes and you may recognize gain, income, loss or deduction. You should consult with your own tax advisor regarding the actual tax consequences to you. (Pages 10-11)

Who is the Paying Agent?

        JPMorgan Chase Bank, the trustee for the Securities, is serving as Paying Agent in connection with the Option. Its address and telephone number are set forth on the front cover page of this Company Notice.

Who can I talk to if I have questions about the Option?

        Questions and requests for assistance in connection with the surrender of Securities for purchase in the Option may be directed to Customer Service at JPMorgan Chase Bank at (800) 275-2048.

IMPORTANT INFORMATION CONCERNING THE OPTION

1.     Information Concerning the Company and St. Paul. St. Paul Fire and Marine Insurance Company, a Minnesota corporation (the "Company"), and The St. Paul Companies, Inc., a Minnesota corporation ("St. Paul"), are offering to purchase the Company's Zero Coupon Convertible Subordinated Notes Due 2009 (the "Securities").

        The Company is a wholly owned subsidiary of St. Paul. The Company and its subsidiaries underwrite property and casualty insurance and provide insurance related products and services to commercial and professional customers throughout the United States and Canada.

        St. Paul is incorporated as a general business corporation under the laws of the State of Minnesota. St. Paul and its subsidiaries constitute one of the oldest insurance organizations in the United States, dating back to 1853. It is a management company principally engaged, through its subsidiaries, in providing commercial property-liability insurance products and services. St. Paul also has a presence in the asset management industry through its 79% majority ownership of Nuveen Investments. As a management company, St. Paul oversees the operations of its subsidiaries and provides them with capital, management and administrative services. At December 31, 2003, St. Paul and its subsidiaries employed approximately 9,600 persons.

3

        On November 17, 2003, St. Paul announced that it had signed a definitive merger agreement with Travelers Property Casualty Corp. The transaction contemplated by the merger agreement (the "Travelers Transaction") is subject to customary closing conditions, and is expected to close in the second quarter of 2004.

        The Company and St. Paul maintain their registered and principal executive offices at 385 Washington St., St. Paul, Minnesota 55102. The telephone number there is (651) 310-7911.

2.     Information Concerning the Securities. The Securities were issued under an Indenture, dated as of January 28, 1994, between USF&G Corporation, a Maryland corporation ("USF&G"), and JPMorgan Chase Bank (formerly known as Chemical Bank), a New York banking corporation, as Trustee (the "Paying Agent"), as amended and supplemented by the First Supplemental Indenture, dated as of April 24, 1998, among St. Paul, USF&G and the Paying Agent, and the Second Supplemental Indenture, dated as of January 1, 1999, among the Company, USF&G and the Paying Agent (as so supplemented and amended, the "Indenture"). The Securities mature on March 3, 2009.

        St. Paul has irrevocably and unconditionally assumed, jointly and severally with the Company, responsibility for the due and punctual payment of all monetary obligations of the Company under the Indenture and the Securities. The Option may be satisfied by either the Company or St. Paul. The Securities are convertible into Common Stock, no par value per share (the "Common Stock"), of St. Paul, subject to the terms, conditions and adjustments specified in the Indenture and the Securities.

2.1.  The Company's and St. Paul's Obligation to Purchase the Securities. Pursuant to the terms of the Securities and the Indenture, unless earlier redeemed, the Company and St. Paul are obligated to purchase all Securities validly surrendered for purchase and not withdrawn, at the Holder's option, on March 3, 2004 (the "Purchase Date").

        This Option will expire at 5:00 p.m., New York City time, on the Purchase Date. We will not extend the period Holders have to accept the Option unless required to do so by the Federal securities laws. The purchase by the Company or St. Paul of validly surrendered Securities is not subject to any conditions other than such purchase being lawful.

2.2.  Purchase Price. Pursuant to the Securities, the purchase price to be paid by the Company or St. Paul for the Securities surrendered for purchase pursuant to the Option is $800.51 per $1,000 principal amount at maturity of the Securities (the "Purchase Price"). The Purchase Price will be paid in cash with respect to any and all Securities validly surrendered for purchase and not withdrawn prior to 5:00 p.m., New York City time, on the Purchase Date. Securities surrendered for purchase will be accepted only in principal amounts at maturity equal to $1,000 or integral multiples thereof. The Original Issue Discount (as defined in the Securities) will cease to accrue on the Purchase Date on Securities validly surrendered for purchase and not withdrawn unless the Company and St. Paul default in making payment on these Securities.

        The Purchase Price is based solely on the requirements of the Indenture and the Securities and bears no relationship to the market price of the Securities or the Common Stock. Thus, the Purchase Price may be significantly higher or lower than the market price of the Securities on March 3, 2004. Holders of Securities are urged to obtain the best available information as to potential current market prices of the Securities, to the extent available, and the Common Stock before making a decision whether to surrender their Securities for purchase.

        None of the Company or St. Paul or their respective boards of directors or employees are making any recommendation to Holders as to whether to surrender or refrain from surrendering Securities for purchase pursuant to this Company Notice. Each Holder must make his or her own decision whether to surrender his or her Securities for purchase and, if so, the principal amount of Securities to surrender based on such Holder's assessment of current market value of the Securities and the Common Stock and other relevant factors.

4

2.3.  Conversion Rights of the Securities. The Securities are convertible into St. Paul Common Stock in accordance with and subject to the terms of the Indenture and paragraph 9 of the Securities. The conversion rate of the Securities as of February 2, 2004 is 16.6434 shares of Common Stock per $1,000 principal amount at maturity of the Securities. The Paying Agent is currently acting as Conversion Agent for the Securities.

        Holders that do not surrender their Securities for purchase pursuant to the Option will maintain the right to convert their Securities into Common Stock, subject to the terms, conditions and adjustments specified in the Indenture and the Securities. Any Securities as to which a Purchase Notice has been given may be converted in accordance with the terms of the Indenture and the Securities only if the applicable Purchase Notice has been validly withdrawn prior to 5:00 p.m., New York City time, on the Purchase Date, as described in Section 4 below.

2.4.  Market for the Securities and St. Paul Common Stock. There is no established reporting system or trading market for trading in the Securities. However, we believe the Securities currently are traded over the counter. We have been advised that there is no practical way to determine the trading history of the Securities. We believe that trading in the Securities has been limited and sporadic. To the extent that the Securities are traded, prices of the Securities may fluctuate widely depending on trading volume, the balance between buy and sell orders, prevailing interest rates, the Company's and St. Paul's operating results, the market price of St. Paul's Common Stock and the market for similar securities. Following the consummation of the Option, we expect that Securities not purchased in the Option will continue to be traded over the counter; however, we anticipate that the trading market for the Securities will be even more limited. A debt security with a smaller outstanding principal amount available for trading (a smaller "float") may command a lower price and trade with greater volatility than would a comparable debt security with a larger float. Consequently, our purchase of Securities pursuant to the Option will reduce the float and may negatively affect the liquidity, market value and price volatility of the Securities that remain outstanding following the Option. We cannot assure you that a market will exist for the Securities following the Option. The extent of the public market for the Securities following consummation of the Option will depend upon, among other things, the remaining outstanding principal amount at maturity of the Securities at such time, the number of holders of Securities remaining at that time and the interest on the part of securities firms in maintaining a market in the Securities. The Securities are held through The Depository Trust Company ("DTC"). As of January 30, 2004, there was approximately $141,272,000 aggregate principal amount at maturity of Securities outstanding and DTC was the sole record holder of the Securities.

        The Common Stock of St. Paul into which the Securities are convertible is listed on the NYSE under the symbol "SPC." The following table sets forth, for the fiscal quarters indicated, the high and low sales prices of the Common Stock as reported on the NYSE.

		High		Low
2004
	1st Quarter (through January 30, 2004)	$	42.53	$	39.12
2003
	4th Quarter	$	39.65	$	35.15
	3rd Quarter		38.49		34.30
	2nd Quarter		38.02		32.32
	1st Quarter		36.66		29.33
2002
	4th Quarter	$	37.24	$	27.05
	3rd Quarter		37.88		24.20
	2nd Quarter		50.12		38.34
	1st Quarter		49.41		39.50

5

        On January 30, 2004, the last reported sales price of the Common Stock on the NYSE was $42.13 per share. As of January 29, 2004, there were approximately 228,608,581 shares of Common Stock outstanding. We urge you to obtain current market information for the Securities, to the extent available, and the Common Stock before making any decision to surrender your Securities pursuant to the Option.

2.5.  Redemption. The Securities are redeemable for cash at any time at the option of the Company, in whole or in part, at a redemption price equal to the Issue Price (as defined in the Securities) plus accrued Original Issue Discount (as defined in the Securities) to the date of redemption.

2.6.  Change in Control. A Holder may require the Company or St. Paul to redeem his or her securities if there is a Change in Control (as defined in the Securities) at a redemption price equal to the Issue Price (as defined in the Securities) plus accrued Original Issue Discount (as defined in the Securities) to the date of redemption. The consummation of the Travelers Transaction referred to above under Section 1 will not result in a Change of Control.

2.7.  Ranking. The Securities (including any and all payments of the Principal Amount at Maturity, Redemption Price, Purchase Price, Change in Control Purchase Price (as such terms are defined in the Securities) and interest, if any, in respect of the Securities) are subordinated to all existing and future Senior Debt (as defined in the Indenture).

3.     Procedures to Be Followed by Holders Electing to Surrender Securities for Purchase. Holders will not be entitled to receive the Purchase Price for their Securities unless they validly surrender and do not withdraw the Securities on or before 5:00 p.m., New York City time, on the Purchase Date. Only registered Holders are authorized to surrender their Securities for purchase. Holders may surrender some or all of their Securities; however, any Securities surrendered must be in $1,000 principal amount at maturity or an integral multiple thereof.

        If Holders do not validly surrender their Securities on or before 5:00 p.m., New York City time, on March 3, 2004, their Securities will remain outstanding subject to the existing terms of the Securities.

3.1.  Method of Delivery. The method of delivery of Securities, the related Purchase Notice and all other required documents, including delivery through DTC and acceptance through DTC's Automatic Tenders over the Participant Terminal System ("PTS"), is at the election and risk of the person surrendering such Securities and delivering such Purchase Notice and, except as expressly otherwise provided in the Purchase Notice, delivery will be deemed made only when actually received by the Paying Agent. The date of any postmark or other indication of when a Security or the Purchase Notice was sent will not be taken into account in determining whether such materials were timely received. If such delivery is by mail, it is suggested that Holders use properly insured, registered mail with return receipt requested, and that Holders mail the required documents sufficiently in advance of the Purchase Date to permit delivery to the Paying Agent prior to 5:00 p.m., New York City time, on March 3, 2004.

3.2.  Purchase Notice. Pursuant to the Securities, the Purchase Notice must contain:

•

if applicable, the certificate number of the Securities which the Holder will deliver or transfer by book-entry to be purchased;



•

the portion of the principal amount at maturity of the Securities which the Holder will deliver or transfer by book-entry to be purchased, which portion must be in principal amounts of $1,000 at maturity or an integral multiple thereof; and



•

a statement that such Securities shall be purchased as of the Purchase Date pursuant to the terms and conditions specified in paragraph 6 of the Securities.

6

3.3.  Delivery of Securities.

        Securities in Certificated Form.    To receive the Purchase Price, Holders of Securities in certificated form must deliver to the Paying Agent the Securities to be surrendered for purchase and the accompanying Purchase Notice, or a copy thereof, on or before 5:00 p.m., New York City time, on the Purchase Date.

Securities Held Through a Custodian. A Holder whose Securities are held by a broker, dealer, commercial bank, trust company or other nominee must contact such nominee if such Holder desires to surrender his or her Securities and instruct such nominee to surrender the Securities for purchase on the Holder's behalf.

Securities in Global Form. A Holder who is a DTC participant may elect to surrender to the Company his or her beneficial interest in the Securities by:

•

delivering to the Paying Agent's account at DTC through DTC's book-entry system his or her beneficial interest in the Securities on or prior to 5:00 p.m., New York City time, on the Purchase Date; and



•

electronically transmitting his or her acceptance through DTC's PTS, subject to the terms and procedures of that system on or prior to 5:00 p.m., New York City time, on the Purchase Date. In surrendering through PTS, the electronic instructions sent to DTC by the Holder, and transmitted by DTC to the Paying Agent, will acknowledge, on behalf of DTC and the Holder, receipt by the Holder of and agreement to be bound by the Purchase Notice.

Securities and the Purchase Notice must be delivered to the Paying Agent to collect payment. Delivery of documents to DTC, the Company or St. Paul does not constitute delivery to the Paying Agent.

HOLDERS THAT SURRENDER THROUGH DTC NEED NOT SUBMIT A PHYSICAL PURCHASE NOTICE TO THE PAYING AGENT IF SUCH HOLDERS COMPLY WITH THE TRANSMITTAL PROCEDURES OF DTC.

4.     Right of Withdrawal. Securities surrendered for purchase may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Purchase Date. In order to withdraw Securities, Holders must deliver to the Paying Agent written notice, substantially in the form enclosed herewith, containing:

•

if applicable, the certificate number(s) of the Securities with respect to which such notice of withdrawal is being submitted;



•

the principal amount at maturity of the Securities with respect to which such notice of withdrawal is being submitted; and



•

the principal amount at maturity, if any, of the Securities which remain subject to the original Purchase Notice and which has been or will be delivered for purchase by the Company or St. Paul; and



•

the Holder's signature, in the same manner as the original signature on the Purchase Notice by which such Securities were surrendered for purchase.

The signature on the notice of withdrawal must be guaranteed by an Eligible Guarantor Institution (as defined in Rule 17Ad-15 of the Exchange Act) unless such Securities have been surrendered for purchase for the account of an Eligible Guarantor Institution. Any properly withdrawn Securities will be deemed not validly surrendered for purposes of the Option. Securities withdrawn from the Option may be resurrendered by following the surrender procedures described in Section 3 above. Securities not accepted for payment after the expiration of forty business days from the commencement of the offer to purchase the Securities may be withdrawn.

7

HOLDERS THAT WITHDRAW THROUGH DTC NEED NOT SUBMIT A PHYSICAL NOTICE OF WITHDRAWAL TO THE PAYING AGENT IF SUCH HOLDERS COMPLY WITH THE WITHDRAWAL PROCEDURES OF DTC.

5.     Payment for Surrendered Securities. We will promptly forward to the Paying Agent, prior to 1:00 p.m., New York City time, on March 4, 2004, the appropriate amount of cash required to pay the Purchase Price for the surrendered Securities, and the Paying Agent will promptly distribute the cash to each Holder that has validly delivered its Securities and not validly withdrawn such delivery prior to 5:00 p.m., New York City time, on the Purchase Date.

        The total amount of funds required by us to purchase all of the Securities is approximately $113,089,648.72 million (assuming all of the Securities are validly surrendered for purchase and accepted for payment). In the event any Securities are surrendered and accepted for payment, we intend to use cash from operating cash flow to purchase the Securities. We do not have an alternative financing plan at this time.

6.     Securities Acquired. Any Securities purchased by us pursuant to the Option will be cancelled by the Trustee, pursuant to the terms of the Indenture.

7.     Plans or Proposals of the Company or St. Paul. Except for the Travelers Transaction described under Section 1 above and related transactions and events, as publicly disclosed prior to the date hereof, neither the Company nor St. Paul currently has any plans which would be material to a Holder's decision to surrender Securities for purchase in the Option, which relate to or which would result in:

•

any extraordinary transaction, such as a merger, reorganization or liquidation, involving the Company, St. Paul or any of their respective subsidiaries;



•

any purchase, sale or transfer of a material amount of assets of the Company, St. Paul or any of their respective subsidiaries;



•

any material change in the present dividend rate or policy, or indebtedness or capitalization of the Company or St. Paul;



•

any change in the present board of directors or management of the Company or St. Paul, including, but not limited to, any plans or proposals to change the number or the term of directors or to fill any existing vacancies on the board or to change any material term of the employment contract of any executive officer;



•

any other material change in the corporate structure or business of the Company or St. Paul;



•

any class of equity securities of St. Paul to be delisted from a national securities exchange or cease to be authorized to be quoted in an automated quotation system operated by a national securities association;



•

any class of equity securities of St. Paul becoming eligible for termination of registration under Section 12(g)(4) of the Securities Exchange Act of 1934, as amended (the "Exchange Act");



•

the suspension of the obligation of St. Paul to file reports under Section 15(d) of the Exchange Act;



•

the acquisition by any person of additional securities of the Company or St. Paul, or the disposition of securities of the Company or St. Paul; or



•

any changes in the charter, bylaws or other governing instruments of the Company or St. Paul, or other actions that could impede the acquisition of control of the Company or St. Paul.

8

8.     Interests of Directors, Executive Officers and Affiliates of the Company or St. Paul in the Securities. Except as otherwise disclosed below, to the knowledge of the Company and St. Paul:

•

none of the Company or St. Paul, or their respective executive officers, directors, subsidiaries or other affiliates, has any beneficial interest in the Securities;



•

the Company and St. Paul will not purchase any Securities from such persons; and



•

during the 60 days preceding the date of this Company Notice, none of such officers, directors or affiliates has engaged in any transactions in the Securities.

        A list of the directors and executive officers of the Company and St. Paul is attached to this Company Notice as Annex A.

        Certain directors and executive officers of St. Paul and its affiliates are parties to ordinary course stock option plans and arrangements involving the Common Stock of St. Paul, as disclosed by St. Paul prior to the date hereof. Except as described in the previous sentence and except for the Travelers Transaction described under Section 1 above, none of the Company or St. Paul, or to their knowledge, any of their affiliates, directors or executive officers, is a party to any contract, arrangement, understanding or agreement with any other person relating, directly or indirectly, to the Option or with respect to any of the securities of the Company or St. Paul, including, but not limited to, any contract, arrangement, understanding or agreement concerning the transfer or the voting of the securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or withholding of proxies, consents or authorizations.

9.     Purchases of Securities by the Company, St. Paul and Their Affiliates. Each of the Company, St. Paul and their affiliates, including their executive officers and directors, is prohibited under applicable United States federal securities laws from purchasing Securities (or the right to purchase Securities) other than through the Option until at least the tenth business day after the Purchase Date. Following such time, if any Securities remain outstanding, the Company, St. Paul and their affiliates may purchase Securities in the open market, in private transactions, through a subsequent tender offer, or otherwise, any of which may be consummated at purchase prices higher or lower than the Purchase Price. Any decision to purchase Securities after the expiration of the Option, if any, will depend upon many factors, including the market price of the Securities, the amount of Securities surrendered for purchase pursuant to the Option, the market price of the Common Stock, the business and financial position of the Company and St. Paul, and general economic and market conditions.

9

10.   Material United States Tax Considerations.

The following discussion summarizes certain United States federal income tax considerations that may be relevant to you if you exercise the Option. This summary is based on the Internal Revenue Code of 1986, as amended, and the regulations, rulings and decisions thereunder, all of which are subject to change, possibly with retroactive effect.

This summary does not describe all of the tax considerations that may be relevant to you. All holders are strongly encouraged to consult with their individual tax advisor about the consequences of exercising the Option.

United States Holders

        This discussion deals only with U.S. holders who hold the Securities as capital assets, and does not apply to special classes of holders, such as:

•

financial institutions;



•

tax-exempt organizations;



•

insurance companies;



•

dealers in securities or currencies;



•

securities traders who elect to account for their investment in the Notes on a mark-to-market basis;



•

persons subject to the alternative minimum tax;



•

persons holding the Securities as part of a straddle, conversion, hedging, or other integrated transaction; and



•

persons that have a functional currency other than the United States dollar for tax purposes.

You will be a U.S. Holder if you are

•

an individual citizen or resident of the United States;



•

a corporation created or organized in or under the laws of the United States or any state;



•

a partnership created or organized in or under the laws of the United States or any state, except as otherwise provided in the United States Treasury Regulations;



•

an estate, the income of which is subject to United States federal income taxation regardless of its source; or



•

a trust if (i) a United States court is able to exercise primary supervision over the trust's administration and one or more United States persons have the authority to control all the trust's substantial decisions, or (ii) if a valid election is in effect to be treated as a United States person.

If you are not a U.S. Holder, this discussion does not apply to you.

Exercise of the Option

        If you exercise the Option, you will recognize gain or loss equal to the difference between the amount of cash you receive for the Securities (except to the extent attributable to accrued interest) and your adjusted tax basis in the Securities. Your adjusted tax basis in the Securities will generally equal your cost for the Securities increased by any original issue discount previously included in income in respect of the Securities. Except to the extent attributable to accrued interest or to market discount (other than de minimis market discount) that has not previously been included in income, your gain or loss will be capital gain or loss, and will be long-term capital gain or loss if you held the Securities for more than one year. The maximum long term capital gains rate for noncorporate holders is currently 15%. The deductibility of capital losses by a U.S. Holder is subject to limitations.

10

Information Reporting and Backup Withholding

        In general, information reporting requirements will apply to the payments made within the United States to non-corporate U.S. holders upon the sale of Securities. Backup withholding will apply to those payments if such a U.S. holder fails to provide an accurate taxpayer identification number (TIN) or fails to certify that it is not subject to backup withholding or has been notified by the Internal Revenue Service that it has failed to report all interest and dividend payments shown on its federal income tax return.

11.   Additional Information. St. Paul is subject to the reporting and other informational requirements of the Exchange Act and, in accordance therewith, files reports, proxy statements and other information with the SEC. Such reports, proxy statements and other information can be inspected and copied at the Public Reference Section of the SEC located at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C. 20549. Copies of such material can be obtained from the Public Reference Section of the SEC at prescribed rates. Such material may also be accessed electronically by means of the SEC's home page on the Internet at www.sec.gov. Such reports and other information concerning St. Paul may also be inspected at the offices of the NYSE located at 20 Broad Street, New York, New York 10005.

        The Company and St. Paul have filed with the SEC a Tender Offer Statement on Schedule TO-I, pursuant to Section 13(e) of the Exchange Act and Rule 13e-4 promulgated thereunder, furnishing certain information with respect to the Option. The Tender Offer Statement on Schedule TO-I, together with any exhibits and any amendments thereto, may be examined and copies may be obtained at the same places and in the same manner as set forth above.

        The documents listed below (as such documents may be amended from time to time) contain important information about the Company and St. Paul and their financial condition.

•

St. Paul's Annual Report on Form 10-K for the year ended December 31, 2002, filed on March 20, 2003;



•

All other reports filed pursuant to Sections 13, 14 or 15(d) of the Exchange Act since the end of the fiscal year covered by the Form 10-K mentioned above;



•

All documents filed with the SEC by St. Paul pursuant to Sections 13, 14 and 15(d) of the Exchange Act subsequent to the date of this Company Notice and prior to 5:00 p.m., New York City time, on the Purchase Date; and



•

The description of St. Paul's Common Stock in the articles of incorporation of St. Paul set forth in Exhibit 3 of the Annual Report on Form 10-K for the year ended December 31, 1998, filed on March 31, 1999.

        In the event of conflicting information in these documents, the information in the latest filed documents should be considered correct.

12.   No Solicitations. Neither the Company nor St. Paul has employed any persons to make solicitations or recommendations in connection with the Option.

13.   Definitions. All capitalized terms used but not specifically defined herein shall have the meanings given to such terms in the Indenture and the Securities.

14.   Conflicts. In the event of any conflict between this Company Notice and the accompanying Purchase Notice on the one hand and the terms of the Indenture or the Securities or any applicable laws on the other hand, the terms of the Indenture or the Securities or applicable laws, as the case may be, will control.

11

None of the Company or St. Paul or their respective boards of directors or employees are making any recommendation to any Holder as to whether to surrender or refrain from surrendering Securities for purchase pursuant to this Company Notice. Each Holder must make his or her own decision whether to surrender his or her Securities for purchase and, if so, the principal amount of Securities to surrender based on their own assessment of current market value and other relevant factors.

	ST. PAUL FIRE AND MARINE INSURANCE COMPANY
	THE ST. PAUL COMPANIES, INC.
February 2, 2004

12

ANNEX A

BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

        The following table sets forth the names of each of the members of St. Paul's and the Company's board of directors and each of St. Paul's and the Company's executive officers.

THE ST. PAUL COMPANIES, INC.

Directors

Name	Position Held
Jay S. Fishman	Chairman
John A. MacColl	Vice Chairman
Carolyn H. Byrd	Director
John H. Dasburg	Director
Janet M. Dolan	Director
Kenneth M. Duberstein	Director
Lawrence G. Graev	Director
Thomas R. Hodgson	Director
William H. Kling	Director
James A. Lawrence	Director
Glen D. Nelson	Director
Gordon M. Sprenger	Director

Executive Officers

Name	Position Held
Bruce A. Backberg	Senior Vice President and Corporate Secretary
Andy F. Bessette	Executive Vice President and Chief Administrative Officer
Thomas A. Bradley	Executive Vice President and Chief Financial Officer
John P. Clifford, Jr.	Senior Vice President-Human Resources
Jay S. Fishman	Chief Executive Officer and President
Laura L. Gagnon	Vice President—Finance & Investor Relations
William H. Heyman	Executive Vice President—Chief Investment Officer
Samuel G. Liss	Executive Vice President—Business Development
John A. MacColl	General Counsel
Paul H. McDonough	Vice President & Treasurer
John C. Treacy	Vice President—Corporate Controller
Kent D. Urness	Executive Vice President—International Insurance Operations
Timothy M. Yessman	Executive Vice President—Claim
Marita Zuraitis	Executive Vice President—Commercial Lines

ST. PAUL FIRE AND MARINE INSURANCE COMPANY

Directors

Name	Position Held
Jay S. Fishman	Chairman
Thomas A. Bradley	Director
John A. MacColl	Director
Timothy M. Miller	Director
Kent D. Urness	Director
Timothy M. Yessman	Director
Marita Zuraitis	Director

Executive Officers

Name	Position Held
Bruce A. Backberg	Senior Vice President and Corporate Secretary
Andy F. Bessette	Executive Vice President and Chief Administrative Officer
Thomas A. Bradley	Executive Vice President and Chief Financial Officer
John P. Clifford, Jr.	Senior Vice President—Human Resources
Michael R. Connly	Chief Information Officer
Jay S. Fishman	Chief Executive Officer and President
William H. Heyman	Executive Vice President & Chief Investment Officer
John A. MacColl	Executive Vice President and General Counsel
Paul H. McDonough	Vice President & Treasurer
Timothy M. Miller	Executive Vice President
John C. Treacy	Vice President—Corporate Controller
Kent D. Urness	Executive Vice President—International Insurance Operations
Timothy M. Yessman	Executive Vice President—Claim
Marita Zuraitis	Executive Vice President—Commercial Lines

        The business address of each person set forth above is c/o The St. Paul Companies, Inc., 385 Washington St., St. Paul, Minnesota 55102. The telephone number there is (651) 310-7911.

2

QuickLinks

TABLE OF CONTENTS
SUMMARY TERM SHEET
IMPORTANT INFORMATION CONCERNING THE OPTION
ANNEX A BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

EX-99.(A)(1)(B)

Exhibit 99.(a)(1)(B)

PURCHASE NOTICE

To Surrender Zero Coupon Convertible Subordinated Notes Due 2009
issued by
USF&G CORPORATION

CUSIP NUMBER: 903290-AD6

Pursuant to the Company Notice given by
St. Paul Fire and Marine Insurance Company (as successor to USF&G Corporation)
and The St. Paul Companies, Inc.
Dated February 2, 2004

        SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE COMPANY NOTICE, THE RIGHT OF HOLDERS TO SURRENDER SECURITIES FOR PURCHASE IN THE OPTION EXPIRES AT 5:00 P.M. NEW YORK CITY TIME, ON WEDNESDAY, MARCH 3, 2004 (THE "PURCHASE DATE"). SECURITIES SURRENDERED FOR PURCHASE MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE PURCHASE DATE. HOLDERS THAT SURRENDER THROUGH DTC NEED NOT SUBMIT A PHYSICAL PURCHASE NOTICE TO THE PAYING AGENT IF SUCH HOLDERS COMPLY WITH THE TRANSMITTAL PROCEDURES OF DTC.

The Paying Agent is:
JPMorgan Chase Bank

By Mail:	By Registered or Certified Mail or Overnight Courier:
JPMorgan Chase Bank Institutional Trust Services P.O. Box 2320 Dallas, TX 75221 Attn: Frank Ivins	JPMorgan Chase Bank Institutional Trust Services 2001 Bryan Street, 9th Floor Dallas, TX 75201 Attn: Frank Ivins

DELIVERY OF THIS PURCHASE NOTICE TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE VALID DELIVERY.

THE INSTRUCTIONS CONTAINED HEREIN AND IN THE COMPANY NOTICE (AS DEFINED BELOW) SHOULD BE READ CAREFULLY BEFORE THIS PURCHASE NOTICE IS COMPLETED.

        By execution hereof, the undersigned acknowledges receipt of the Company Notice, dated February 2, 2004 (the "Company Notice"), of St. Paul Fire and Marine Insurance Company, a Minnesota corporation (the "Company") and The St. Paul Companies, Inc., a Minnesota corporation ("St. Paul"), this Purchase Notice and instructions hereto (the "Purchase Notice") and related offer materials, all of which relate to the offer to purchase by the Company and St. Paul, at the option of the holder thereof, the outstanding Zero Coupon Convertible Subordinated Notes Due 2009 of the Company (the "Securities"), subject to the terms and the conditions of the Indenture, dated as of January 28, 1994, between USF&G Corporation, a Maryland corporation ("USF&G"), and JPMorgan Chase Bank (formerly known as Chemical Bank), a New York banking corporation, as Trustee (the "Paying Agent"), as amended and supplemented by the First Supplemental Indenture, dated as of April 24, 1998, among St. Paul, USF&G and the Trustee, and the Second Supplemental Indenture, dated as of January 1, 1999, among the Company, USF&G and the Trustee (as so supplemented and amended, the "Indenture"), the Securities, the Company Notice and related offer materials (the "Option").

        HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE PAYMENT FOR THE SECURITIES SURRENDERED FOR PURCHASE IN THE OPTION PURSUANT TO THE COMPANY NOTICE MUST VALIDLY SURRENDER (AND NOT WITHDRAW) THEIR SECURITIES TO THE PAYING AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE PURCHASE DATE.

        This Purchase Notice is to be used by holders of the Securities if certificates representing Securities are to be physically delivered to the Paying Agent herewith by holders of Securities. This Purchase Notice is also being supplied for informational purposes only to persons who hold Securities in book-entry form through the facilities of The Depository Trust Company ("DTC"). Surrender of Securities held through DTC must be made pursuant to the procedures described under "Procedures to Be Followed by Holders Electing to Surrender Securities for Purchase—Delivery of Securities—Securities in Global Form" in the Company Notice.

        In order to properly complete this Purchase Notice, a holder of Securities must (i) complete the box entitled "Description of Securities Being Surrendered for Purchase"; (ii) if appropriate, check and complete the boxes relating to Special Issuance or Payment Instructions and Special Delivery Instructions; (iii) sign the Purchase Notice; and (iv) complete Substitute Form W-9. Each holder of Securities should carefully read the detailed Instructions contained herein prior to completing this Purchase Notice.

        The undersigned has completed, executed and delivered this Purchase Notice to indicate the action the undersigned desires to take with respect to the surrendering of Securities for purchase pursuant to the Company Notice.

        All capitalized terms used herein but not specifically defined herein shall have the meaning ascribed to them in the Company Notice, the Indenture and the Securities.

        Your bank or broker can assist you in completing this form. The instructions included with this Purchase Notice must be followed. Questions and requests for assistance or for additional copies of the Company Notice and this Purchase Notice may be directed to the Paying Agent. See Instruction 9 below.

        The Company and St. Paul are not aware of any jurisdiction where the delivery of the Company Notice would not be in compliance with applicable laws. If the Company or St. Paul becomes aware of any jurisdiction where the delivery of the Company Notice would not be in compliance with such laws, the Company and St. Paul will make a good faith effort to comply with any such laws or seek to have such laws declared inapplicable to the delivery of the Company Notice. If after such good faith effort, the Company and St. Paul cannot comply with any such applicable laws, the Company Notice will not be delivered to, nor will surrenders be accepted from or on behalf of, the holders of Securities residing in such jurisdiction.

        List below the Securities to which this Purchase Notice relates. If the space provided below is inadequate, list the certificate numbers and principal amounts on a separately executed schedule and affix the schedule to this Purchase Notice. Surrenders of Securities will be accepted only in principal amounts at maturity equal to $1,000 or integral multiples thereof.

DESCRIPTION OF SECURITIES BEING SURRENDERED
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank)		Certificate Number*	Aggregate Principal Amount at Maturity Represented	Aggregate Principal Amount at Maturity Surrendered for Purchase**
TOTAL PRINCIPAL AMOUNT AT MATURITY OF SECURITIES
*	Need not be completed by holders surrendering the Securities by book-entry transfer (see below).
**	Unless otherwise indicated in the column labeled "Aggregate Principal Amount at Maturity Surrendered for Purchase" and subject to the terms and conditions of the Company Notice, a holder will be deemed to have surrendered the entire aggregate principal amount at maturity represented by the Securities indicated in the column labeled "Aggregate Principal Amount at Maturity Represented." See Instruction 2.

SPECIAL ISSUANCE OR
PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 2 THROUGH 6)

            To be completed ONLY if certificates for Securities representing principal amount at maturity not surrendered or not purchased and/or the check for the purchase price for principal amount at maturity of Securities purchased are to be issued to the order of someone other than the registered holder(s) of the Securities or the name of the registered holder(s) of the Securities needs to be corrected or changed.

Issue:	o Securities
	o Checks (Complete as applicable)
Name:	(Please Print)
Address:	(Please Print)
	Zip Code
	Taxpayer Identification or Social Security Number (See Substitute Form W-9 herein)

SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 2 THROUGH 6)

            To be completed ONLY if certificates for Securities representing principal amount at maturity not surrendered and/or the check for the purchase price for principal amount at maturity of Securities purchased are to be sent to an address different from that shown in the box entitled "Description of Securities Being Surrendered" within this Purchase Notice.

Deliver:	o Securities
	o Checks (Complete as applicable)
Name:	(Please Print)
Address:	(Please Print)
	Zip Code
	Taxpayer Identification or Social Security Number (See Substitute Form W-9 herein)

HOLDERS WHO WISH TO SURRENDER THEIR SECURITIES MUST COMPLETE THIS PURCHASE NOTICE IN ITS ENTIRETY.

NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

        By executing and delivering a Purchase Notice, each signatory hereof (the "undersigned") represents that the undersigned has received the Company Notice, dated February 2, 2004 (the "Company Notice"), of St. Paul Fire and Marine Insurance Company, a Minnesota corporation (the "Company") and The St. Paul Companies, Inc., a Minnesota corporation ("St. Paul"), which provides the notice to the holders (the "Holders") required pursuant to the Indenture, dated as of January 28, 1994, between USF&G Corporation, a Maryland corporation ("USF&G"), and JPMorgan Chase Bank (formerly known as Chemical Bank), a New York banking corporation, as Trustee (the "Paying Agent"), as amended and supplemented by the First Supplemental Indenture, dated as of April 24, 1998, among St. Paul, USF&G and the Trustee, and the Second Supplemental Indenture, dated as of January 1, 1999, among the Company, USF&G and the Trustee (as so supplemented and amended, the "Indenture"), and the Zero Coupon Convertible Subordinated Notes Due 2009 of the Company (the "Securities"). This Purchase Notice relates to the offer to purchase by the Company and St. Paul, at the option of the Holders, for $800.51 per $1,000 principal amount at maturity, the Securities (the "Purchase Price"), subject to the terms and conditions of the Indenture, the Securities, the Company Notice and related offer materials, as amended and supplemented from time to time (the "Option").

        Upon the terms and subject to the conditions set forth herein, the Indenture and the Securities, and effective upon the acceptance for payment thereof, the undersigned hereby (i) irrevocably sells, assigns and transfers to the Company and St. Paul, all right, title and interest in and to all the Securities surrendered hereby, (ii) waives any and all rights with respect to the Securities (including without limitation any existing or past defaults and their consequences in respect of the Securities and the Indenture under which the Securities were issued), (iii) releases and discharges the Company and St. Paul from any and all claims such holder may have now, or may have in the future arising out of, or related to, the Securities including without limitation any claims that such holder is entitled to receive additional principal or interest payments with respect to the Securities or to participate in any redemption or defeasance of the Securities and (iv) irrevocably constitutes and appoints the Paying Agent as the true and lawful agent and attorney-in-fact of such holder with respect to any such surrendered Securities, will full power of substitution and resubstitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) to (a) deliver certificates representing such Securities, or transfer ownership of such Securities, on the account books maintained by DTC, together, in any such case, with all accompanying evidences of transfer and authenticity, to the Company and St. Paul, (b) present such Securities for transfer on the relevant security register and (c) receive all benefits or otherwise exercise all rights of beneficial ownership of such Securities (except that the Paying Agent will have no rights to, or control over, funds from the Company or St. Paul, except as agent for the Company and St. Paul, for the Purchase Price of any surrendered Securities that are purchased by the Company or St. Paul), all in accordance with the terms set forth in the Company Notice.

        The undersigned hereby represents and warrants that the undersigned (i) owns the Securities surrendered and is entitled to surrender such Securities and (ii) has full power and authority to surrender, sell, assign and transfer the Securities surrendered hereby and that when such Securities are accepted for purchase and payment by the Company or St. Paul, the Company or St. Paul will acquire good title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim or right. The undersigned agrees to all of the terms of the Company Notice and this Purchase Notice. The undersigned will, upon request, execute and deliver any additional documents deemed by the Paying Agent, the Company or St. Paul to be necessary or desirable to complete the sale, assignment and transfer of the Securities surrendered hereby.

        The undersigned understands that all Securities properly surrendered for purchase and not withdrawn prior to 5:00 p.m., New York City time, on Wednesday, March 3, 2004 (the "Purchase Date") will be purchased at the Purchase Price, in cash, subject to the terms and conditions of the Indenture, the Securities, the Company Notice and related offer materials, as amended and supplemented from time to time.

        Payment for Securities purchased pursuant to the Company Notice will be made by deposit of the Purchase Price for such Securities with the Paying Agent, which will act as agent for surrendering holders for the purpose of receiving payments from the Company or St. Paul and transmitting such payments to such holders.

        The undersigned understands that surrenders of Securities may be withdrawn by written notice of withdrawal received by the Paying Agent at any time prior to 5:00 p.m., New York City time, on the Purchase Date. See Instruction 1.

        All authority conferred or agreed to be conferred by this Purchase Notice shall survive the death or incapacity of the undersigned and every obligation of the undersigned under this Purchase Notice shall be binding upon the undersigned's heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives.

        The undersigned understands that valid surrender of Securities pursuant to any one of the procedures described under "Procedures to Be Followed by Holders Electing to Surrender Securities for Purchase" in the Company Notice and in the instructions hereto will constitute a binding agreement between the undersigned, the Company and St. Paul upon the terms and subject to the conditions of the Company Notice, including the undersigned's waiver of any existing defaults and their consequences in respect of the Securities and the Indenture (including, without limitation, a default in the payment of interest).

        The undersigned understands that the delivery and surrender of the Securities is not effective, and the risk of loss of the Securities does not pass to the Paying Agent, until receipt by the Paying Agent of this Purchase Notice, or a facsimile hereof, properly completed and duly executed, together with all accompanying evidences of authority and any other required documents in form satisfactory to the Company and St. Paul. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any surrender of Securities pursuant to the procedures described in the Company Notice and the form and validity (including time of receipt of notices of withdrawal) of all documents will be determined by the Company and St. Paul, in their sole direction, which determination shall be final and binding on all parties.

        Unless otherwise indicated herein under "Special Issuance or Payment Instructions," the undersigned hereby requests that any Securities representing principal amounts at maturity not surrendered be issued in the name(s) of the undersigned, and checks constituting payments for Securities purchased pursuant to the Company Notice be issued to the order of the undersigned. Similarly, unless otherwise indicated herein under "Special Delivery Instructions," the undersigned hereby requests that any Securities representing principal amounts at maturity not surrendered and checks constituting payments for Securities to be purchased pursuant to the Company Notice be delivered to the undersigned at the address(es) shown herein. In the event that the "Special Issuance or Payment Instructions" box or the "Special Delivery Instructions" box, or both, are completed, the undersigned hereby requests that any Securities representing principal amounts not surrendered be issued in the name(s) of, certificates for such Securities be delivered to, and checks constituting payments for Securities purchased pursuant to the Company Notice be issued in the name(s) of, and be delivered to, the person(s) at the address(es) so indicated, as applicable. The undersigned recognizes that the Company and St. Paul have no obligation pursuant to the "Special Issuance or Payment Instructions" box to transfer any Securities from the name of the registered holder(s) thereof if the Company and St. Paul do not accept for purchase any of the principal amount at maturity of such Securities so surrendered.

PLEASE SIGN BELOW

(TO BE COMPLETED BY ALL SURRENDERING HOLDERS OF
SECURITIES REGARDLESS OF WHETHER SECURITIES
ARE BEING PHYSICALLY DELIVERED HEREWITH)

            This Purchase Notice must be signed by the registered holder(s) of Securities exactly as his (their) name(s) appear(s) on certificate(s) for Securities or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with this Purchase Notice. If the signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below under "Capacity" and submit evidence satisfactory to the Company and St. Paul of such person's authority to so act. See Instruction 3 below.

            If the signature appearing below is not of the registered holder(s) of the Securities, then the registered holder(s) must sign a valid power of attorney.

(Signature(s) of Holder(s) or Authorized Signatory)

Date: , 2004

Name(s):
	(Please Print)
Capacity:
Address:
	(Including Zip Code)

Area Code and Telephone No.: (    )

PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN

SIGNATURE GUARANTEE (IF REQUIRED—SEE INSTRUCTION 3 BELOW)
Certain Signatures Must be Guaranteed by an Eligible Institution

(Name of Eligible Institution Guaranteeing Signatures)

(Address (including zip code) and Telephone Number (including area code) of Eligible Institution)

(Authorized Signature)

(Printed Name)

(Title)

Date: , 2004

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THIS PURCHASE NOTICE

        1.    PROCEDURES TO BE FOLLOWED BY HOLDERS ELECTING TO SURRENDER SECURITIES FOR PURCHASE; WITHDRAWAL OF SURRENDERS.    To surrender the Securities pursuant to the Company Notice, certificates representing such Securities, together with a properly completed and duly executed copy (or facsimile) of this Purchase Notice, and any other documents required by this Purchase Notice, must be received by the Paying Agent at one of its addresses set forth herein prior to 5:00 p.m. (New York City time) on the Purchase Date. The method of delivery of this Purchase Notice, certificates for Securities and all other required documents to the Paying Agent is at the election and risk of holders. If such delivery is to be made by mail, it is suggested that holders use properly insured registered mail, return receipt requested, and that the mailing be made sufficiently in advance of the Purchase Date to permit delivery to the Paying Agent prior to such date. Except as otherwise provided below, the delivery will be deemed made when actually received or confirmed by the Paying Agent. THIS PURCHASE NOTICE AND SECURITIES SHOULD BE SENT ONLY TO THE PAYING AGENT, AND NOT TO THE COMPANY OR ST. PAUL.

        This Purchase Notice is also being supplied for informational purposes only to persons who hold securities in book-entry form through the facilities of DTC. Surrender of Securities held through DTC must be made pursuant to the procedures described under "Procedures to Be Followed by Holders Electing to Surrender Securities for Purchase—Delivery of Securities—Securities in Global Form" in the Company Notice.

        Except as provided herein for the book-entry, unless the Securities being surrendered are deposited with the Paying Agent on or prior to 5:00 p.m. (New York City time) on the Purchase Date (accompanied by the appropriate, properly completed and duly executed Purchase Notice and any required signature guarantees and other documents required by this Purchase Notice), the Company and St. Paul may, in their sole discretion, reject such surrender. Payment for Securities will be made only against deposit of surrendered Securities.

        By executing this Purchase Notice (or a facsimile thereof), a surrendering holder waives any right to receive any notice of the acceptance for payment of surrendered Securities.

        For a full description of the procedures for surrendering Securities, see "Procedures to Be Followed by Holders Electing to Surrender Securities for Purchase" in the Company Notice.

        Surrenders of Securities may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Purchase Date pursuant to the procedures described under "Right of Withdrawal" in the Company Notice. Securities not accepted for payment after the expiration of forty business days from the commencement of the offer to purchase the Securities may be withdrawn.

        2.    PARTIAL SURRENDERS.    Surrenders of Securities pursuant to the Company Notice will be accepted only in principal amounts at maturity equal to $1,000 or integral multiples thereof. If less than the entire principal amount at maturity of any Securities evidenced by a submitted certificate is surrendered, the surrendering holder must fill in the principal amount at maturity surrendered in the last column of the box entitled "Description of Securities Being Surrendered" herein. The entire principal amount at maturity represented by the certificates for all Securities delivered to the Paying Agent will be deemed to have been surrendered unless otherwise indicated. If the entire principal amount at maturity of all Securities is not surrendered, certificates for the principal amount at maturity of Securities not surrendered will be sent to the holder unless otherwise provided in the appropriate box on this Purchase Notice (see Instruction 4), promptly after the Securities are accepted for purchase.

        3.    SIGNATURES ON THIS PURCHASE NOTICE, BOND POWERS AND ENDORSEMENT: GUARANTEE OF SIGNATURES.    If this Purchase Notice is signed by the registered holder(s) of the Securities surrendered hereby, the signature(s) must correspond with the name(s) as written on the face of the certificate(s) without alteration, enlargement or any change whatsoever.

        IF THIS PURCHASE NOTICE IS EXECUTED BY A HOLDER OF SECURITIES WHO IS NOT THE REGISTERED HOLDER, THEN THE REGISTERED HOLDER MUST SIGN A VALID POWER OF ATTORNEY, WITH THE SIGNATURE OF SUCH REGISTERED HOLDER GUARANTEED BY AN ELIGIBLE INSTITUTION.

        If any of the Securities surrendered hereby are owned of record by two or more joint owners, all such owners must sign this Purchase Notice. If any surrendered Securities are registered in different names on several certificates, it will be necessary to complete, sign and submit as many copies of this Purchase Notice and any necessary accompanying documents as there are different names in which certificates are held.

        If this Purchase Notice is signed by the holder, and the certificates for any principal amount at maturity of Securities not surrendered for purchase are to be issued (or if any principal amount at maturity of Securities that is not surrendered for purchase is to be reissued or returned) to the holder, and checks constituting payments for Securities to be purchased pursuant to the Company Notice are to be issued to the order of the holder, then the holder need not endorse any certificates for surrendered Securities nor provide a separate bond power. In any other case (including if this Purchase Notice is not signed by the holder), the holder must either properly endorse the certificates for Securities surrendered or transmit a separate properly completed bond power with this Purchase Notice (in either case, executed exactly as the name(s) of the registered holder(s) appear(s) on such Securities), with the signature on the endorsement or bond power guaranteed by an Eligible Institution, unless such certificates or bond powers are executed by an Eligible Institution.

        If this Purchase Notice or any certificates representing Securities or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to the Company and St. Paul of their authority so to act must be submitted with this Purchase Notice.

        Endorsements on certificates for Securities and signatures on bond powers provided in accordance with this Instruction 3 by registered holders not executing this Purchase Notice must be guaranteed by an Eligible Institution.

        No signature guarantee is required if: (i) this Purchase Notice is signed by the registered holder(s) of the Securities surrendered herewith and the payments for the Securities to be purchased are to be made, or any Securities for principal amounts not surrendered for purchase are to be issued, directly to such registered holder(s) and neither the "Special Issuance or Payment Instructions" box nor the "Special Delivery Instructions" box of this Purchase Notice has been completed; or (ii) such Securities are surrendered for the account of an Eligible Institution. In all other cases, all signatures on Letters of Transmittal accompanying Securities must be guaranteed by an Eligible Institution.

        4.    SPECIAL ISSUANCE OR PAYMENT AND SPECIAL DELIVERY INSTRUCTIONS.    Surrendering holders should indicate in the applicable box or boxes the name and address to which certificates representing Securities for principal amounts at maturity not surrendered or not accepted for purchase or checks constituting payments for Securities purchased pursuant to the Company Notice are to be issued or sent, if different from the name and address of the holder signing this Purchase Notice. In the case of issuance in a different name, the taxpayer identification or social security number of the person named must also be indicated. If no instructions are given, Securities not surrendered or not accepted for purchase will be returned to the holder of the Securities surrendered.

        5.    TAXPAYER IDENTIFICATION NUMBER AND SUBSTITUTE FORM W-9.    Each surrendering holder is required to provide the Paying Agent with the holder's correct taxpayer identification number ("TIN"), generally the holder's social security or federal employer identification number, on Substitute Form W-9, which is provided under "Important Tax Information" below, or, alternatively, to establish another basis for exemption from backup withholding. A holder must cross out item (2) in the Certification box on Substitute Form W-9 if such holder is subject to backup withholding. Failure to provide the information on the form may subject the surrendering holder to

28% federal income tax backup withholding on the payments made to the holder or other payee with respect to Securities purchased pursuant to the Company Notice. If the surrendering holder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future, the surrender holder should write "Applied For" in the space provided for the TIN.

        6.    TRANSFER TAXES.    The Company or St. Paul will pay all transfer taxes, if any, payable on the purchase and transfer of Securities purchased pursuant to the Company Notice, except in the case of deliveries of certificates for Securities for principal amounts at maturity not surrendered for payment that are to be registered or issued in the name of any person other than the holder of Securities surrendered hereby, in which case the amount of any transfer taxes (whether imposed on the registered holder or such other person) payable on account of the transfer to such person will be deducted from the Purchase Price unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted.

        Except as provided in this Instruction 6, it will not be necessary for transfer stamps to be affixed to the certificates listed in this Purchase Notice.

        7.    IRREGULARITIES.    All questions as to the validity, form, eligibility (including the time of receipt) and acceptance for payment of any surrenders of Securities pursuant to the procedures described in the Company Notice and the form and validity (including the time of receipt of notices of withdrawal) of all documents will be determined by the Company and St. Paul, in their sole discretion, which determination shall be final and binding on all parties. The Company and St. Paul reserve the absolute right to reject any or all surrenders determined by them not to be in proper form or the acceptance of or payment for which may be unlawful. The Company and St. Paul also reserve the absolute right to waive any of the conditions of the Company Notice and any defect or irregularity in the surrender of any particular Securities. The Company's and St. Paul's interpretations of the terms and conditions of the Company Notice (including without limitation the instructions in this Purchase Notice) shall be final and binding. No alternative, conditional or contingent surrenders will be accepted. Unless waived, any irregularities in connection with surrenders must be cured within such time as the Company and St. Paul shall determine. None of the Company, St. Paul, the Paying Agent or any other person will be under any duty to give notification of any defects or irregularities in such surrenders or will incur any liability to holders for failure to give such notification. Surrenders of such Securities shall not be deemed to have been made until such irregularities have been cured or waived. Any Securities received by the Paying Agent that are not properly surrendered and as to which the irregularities have not been cured or waived will be returned by the Paying Agent to the surrendering holders, unless such holders have otherwise provided herein, as promptly as practical following the Purchase Date.

        8.    MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES FOR SECURITIES.    Any holder of Securities whose certificates for Securities have been mutilated, lost, stolen or destroyed should contact the Paying Agent at the address indicated above for further instructions.

        9.    REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.    Questions relating to the procedure for surrendering Securities and requests for assistance or additional copies of the Company Notice and this Purchase Notice may be directed to, and additional information about the Company Notice may be obtained from the Paying Agent, whose address and telephone number appears herein.

IMPORTANT INFORMATION

        Under United States federal income tax laws, a holder whose surrendered Securities are accepted for payment is required by law to provide the Paying Agent (as payer) with such holder's correct taxpayer identification number ("TIN") on Substitute Form W-9 included herein or otherwise establish a basis for exemption from backup withholding. If such holder is an individual, the TIN is normally his social security number. If the Paying Agent is not provided with the correct TIN, a $50 penalty may be imposed by the Internal Revenue Service, and payments made with respect to Securities purchased pursuant to the Company Notice may be subject to backup withholding. Failure to comply truthfully with the backup withholding requirements also may result in the imposition of severe criminal and/or civil fines and penalties.

        Certain holders (including, among others, all corporations and certain foreign persons) are not subject to these backup withholding and reporting requirements. Exempt holders should furnish their TIN, write "Exempt" on the face of the Substitute Form W-9, and sign, date and return the Substitute Form W-9 to the Paying Agent. A foreign person, including entities, may qualify as an exempt recipient by submitting to the Paying Agent a properly completed Internal Revenue Service Form W-8BEN, signed under penalties of perjury, attesting to that holder's foreign status. A Form W-8BEN can be obtained from the Paying Agent. See the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional instructions.

        If backup withholding applies, the Paying Agent is required to withhold 28% of any payments made to the holder or other payee. Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service.

PURPOSE OF SUBSTITUTE FORM W-9

        To prevent backup withholding on payments made with respect to Securities purchased pursuant to the Company Notice, the holder is required to provide the Paying Agent prior to payment with either: (i) the holder's correct TIN by completing the form included herein, certifying that the TIN provided on Substitute Form W-9 is correct and that (A) the holder has not been notified by the Internal Revenue Service that the holder is subject to backup withholding as a result of failure to report all interest or dividends or (B) the Internal Revenue Service has notified the holder that the holder is no longer subject to backup withholding; or (ii) an adequate basis for exemption.

NUMBER TO GIVE THE PAYING AGENT

        The holder is required to give the Paying Agent the TIN (e.g., social security number or employer identification number) of the registered holder of the Securities. If the Securities are held in more than one name or are held not in the name of the actual owner, consult the "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" included herein for additional guidance on which number to report.

PAYER'S NAME: THE JPMORGAN CHASE BANK
SUBSTITUTE FORM W-9 Part I—PLEASE PROVIDE YOUR NAME, ADDRESS AND TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.	NAME:                                                                                    Street Address                                                   City, State, Zip Code                                                   Country (if not U.S.)	Social Security Number OR                                      Employer Identification Number (If awaiting TIN write "Applied For")
Payer's Request for Taxpayer Identification Number (TIN)	Part II—For Payees Exempt from Backup Withholding, see the enclosed Guidelines and complete as instructed therein.
Certification—Under penalties of perjury, I certify that: (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me) and (2) I am not subject to back-up withholding either because I have not been notified by the Internal Revenue Service (IRS) that I am subject to back-up withholding as a result of failure to report all interest or dividends, or the IRS has notified me that I am no longer subject to back-up withholding. Instructions—You must cross out item (2) above if you have been notified by the IRS that you are subject to back-up withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS stating that you are no longer subject to back-up withholding, not cross out item  (2).

SIGNATURE DATE , 2004

NOTE:
FAILURE TO COMPLETE AND RETURN THIS FORM OR, IF "APPLIED FOR" IS INDICATED, FAILURE TO SUBMIT THE TIN PRIOR TO PAYMENT OF PROCEEDDS PURSUANT TO EXERCISE OF THE OPTION, MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

        Guidelines for Determining the Proper Identification Number to Give the Payer.    Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-000. Employer Identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the Payer.

For this Type of Account:		Give the SOCIAL SECURITY NUMBER of:
1.	Individual	The individual
2.	Two or more	The actual owner of the account or, if combined funds, any one of the individuals(1)
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
4.	a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee(1)
	b. So-called trust account that is not a legal or valid trust under state law	The actual owner(1)
5.	Sole proprietorship	The owner(3)
6.	Sole proprietorship	The owner(3)
7.	A valid trust, estate, or pension trust	The legal entity (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)(4)
8.	Corporate	The corporation
9.	Association, club, religious, charitable, educational or other tax-exempt organization	The organization
10.	Partnership	The partnership
11.	A broker or registered nominee	The broker or nominee

(1)

List first and circle the name of the person whose number you furnish.

(2)

Circle the minor's name and furnish the minor's social security number.

(3)

Show the name of the owner.

(4)

List first and circle the name of the legal trust, estate, or pension trust.

        NOTE:    If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

        Section references are to the Internal Revenue Code.

Obtaining a Number

        If you don't have a taxpayer identification number or you don't know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service (the "IRS") and apply for a number.

Payees Exempt from Backup Withholding

        The following is a list of payees exempt from backup withholding and for which no information reporting is required. For interest and dividends, all listed payees are exempt except item (9). For broker transactions, payees listed in (1) through (13) and a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker are exempt. Payments subject to reporting under sections 6041 and 6041A are generally exempt from backup withholding only if made to payees described in items (1) through (7), except that a corporation that provides medical and health care services or bills and collects payments for such services is not exempt from backup withholding or information reporting. Only payees described in items (2) through (6) are exempt from backup withholding for barter exchange transactions, patronage dividends, and payments by certain fishing boat operators.

(1)

A corporation.

(2)

An organization exempt from tax under section 501(a), or an individual retirement plan ("IRA"), or a custodial account under 403(b)(7).

(3)

The United States or any of its agencies or instrumentalities.

(4)

A State, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities.

(5)

A foreign government or any of its political subdivisions, agencies or instrumentalities.

(6)

An international organization or any of its agencies or instrumentalities.

(7)

A foreign central bank of issue.

(8)

A dealer in securities or commodities required to register in the United States or a possession of the United States.

(9)

A futures commission merchant registered with the Commodity Futures Trading Commission.

(10)

A real estate investment trust.

(11)

An entity registered at all times during the tax year under the Investment Company Act of 1940.

(12)

A common trust fund operated by a bank under section 584(a).

(13)

A financial institution.

(14)

A middleman known in the investment community as a nominee or listed in the most recent publication of the American Society of Corporate Secretaries, Inc., Nominee List.

(15)

A trust exempt from tax under section 664 or described in section 4947.

        Payments that are not subject to information reporting are also not subject to backup withholding. For details see sections 6041, 6041(A)(a), 6042, 6044, 6045, 6049, 6050A and 6050N, and the regulations under such sections.

        Privacy Act Notice.    Section 6109 requires you to give your correct taxpayer identification number to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. You must provide your taxpayer identification number whether or not you are qualified to file a tax return. Payers must generally withhold 31% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties.

(1)

Penalty for Failure to Furnish Taxpayer Identification Number. If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2)

Civil Penalty for False Information with Respect to Withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

(3)

Criminal Penalty for Falsifying Information. Wilfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

        FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

EX-99.(A)(1)(C)

Exhibit 99.(a)(1)(C)

NOTICE OF WITHDRAWAL

OF SURRENDER OF

Zero Coupon Convertible Subordinated Notes Due 2009
issued by
USF&G CORPORATION

CUSIP NUMBER: 903290-AD6

Pursuant to the Company Notice given by
St. Paul Fire and Marine Insurance Company (as successor to USF&G Corporation)
and The St. Paul Companies, Inc.
Dated February 2, 2004

        SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE COMPANY NOTICE, THE RIGHT OF HOLDERS TO SURRENDER SECURITIES FOR PURCHASE EXPIRES AT 5:00 P.M. NEW YORK CITY TIME ON MARCH 3, 2004 (THE "PURCHASE DATE"). SECURITIES SURRENDERED FOR PURCHASE MAY BE WITHDRAWN IF THE REGISTERED HOLDER SUBMITS AND THE PAYING AGENT RECEIVES THIS COMPLETED AND SIGNED NOTICE OF WITHDRAWAL NO LATER THAN 5:00 P.M., NEW YORK CITY TIME, ON MARCH 3, 2004. SECURITIES NOT ACCEPTED FOR PAYMENT AFTER THE EXPIRATION OF FORTY BUSINESS DAYS FROM THE COMMENCEMENT OF THE OFFER TO PURCHASE THE SECURITIES MAY BE WITHDRAWN. HOLDERS THAT SURRENDER THROUGH DTC NEED NOT SUBMIT A PHYSICAL PURCHASE NOTICE TO THE PAYING AGENT IF SUCH HOLDERS COMPLY WITH THE TRANSMITTAL PROCEDURES OF DTC.

The Paying Agent is:
JPMorgan Chase Bank

By Mail:	By Registered or Certified Mail or Overnight Courier:
JPMorgan Chase Bank Institutional Trust Services P.O. Box 2320 Dallas, TX 75221 Attn: Frank Ivins	JPMorgan Chase Bank Institutional Trust Services 2001 Bryan Street, 9th Floor Dallas, TX 75201 Attn: Frank Ivins

        Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Company Notice, dated February 2, 2004, and the accompanying Purchase Notice, of St. Paul Fire and Marine Insurance Company, a Minnesota corporation (the "Company") and The St. Paul Companies, Inc., a Minnesota corporation ("St. Paul"), relating to the offer to purchase by the Company or St. Paul, at the option of the holder thereof (the "Holder"), the Company's Zero Coupon Convertible Subordinated Notes Due 2009 (the "Securities") for $800.51 per $1,000 principal amount at maturity of the Securities, subject to the terms and conditions of the Indenture, the Securities and related offer materials, as amended and supplemented from time to time (the "Option").

        This Notice of Withdrawal is to be completed by registered holders of Securities desiring to withdraw the surrender of such Securities in the Option if (i) Securities have been previously surrendered to the Paying Agent, or (ii) delivery of such Securities has been previously made by book-entry transfer to the Paying Agent's account at The Depository Trust Company ("DTC") pursuant to the book-entry transfer procedures described under the caption "Procedures to Be Followed by Holders Electing to Surrender Securities for Purchase" in the Company Notice.

Ladies and Gentlemen:

        The undersigned hereby withdraws the undersigned's surrender for purchase to the Company and St. Paul of the Securities described below, which Securities were previously surrendered for purchase pursuant to the Company Notice.

        The undersigned understands that the withdrawal of Securities previously surrendered in this Option, effected by this Notice of Withdrawal, may not be rescinded and that such Securities will no longer be deemed to be validly surrendered for purchase for purposes of the undersigned's Purchase Notice. Such withdrawn Securities may be resurrendered for purchase only by following the procedures for surrendering set forth in the Company Notice and in the accompanying Purchase Notice.

        All authority conferred or agreed to be conferred in this Notice of Withdrawal shall not be affected by and shall survive the death or incapacity of the undersigned, and any obligations of the undersigned under this Notice of Withdrawal shall be binding upon the heirs, personal and legal representatives, trustees in bankruptcy, successors and assigns of the undersigned.

DESCRIPTION OF SECURITIES BEING WITHDRAWN
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank)	Certificate Number(s)*	Aggregate Principal Amount at Maturity Represented	Aggregate Principal Amount at Maturity Being Withdrawn**	Aggregate Principal Amount at Maturity Which Remains Subject to Purchase Notice
TOTAL PRINCIPAL AMOUNT AT MATURITY BEING WITHDRAWN

*

Need not be completed by holders surrendering the Securities by book-entry transfer.

**

Unless otherwise indicated in the column labeled "Aggregate Principal Amount at Maturity Being Withdrawn" and subject to the terms and conditions of the Company Notice, a holder will be deemed to have withdrawn the entire aggregate principal amount at maturity represented by the Securities indicated in the column labeled "Aggregate Principal Amount at Maturity Represented."

METHOD OF DELIVERY

o

Check here if Securities were physically delivered to the Paying Agent.

o

Check here if Securities were delivered by book-entry transfer made to the account maintained by the Paying Agent with DTC and complete the following:

Name of Surrendering Institution:
	(Please Print)
Address:
	(Please Print)
	Zip Code
Telephone:
Facsimile:
Contact Person:
Date Surrendered:
DTC Account Number:
Transaction Code Number:

PLEASE SIGN BELOW

(TO BE COMPLETED BY ALL REGISTERERED HOLDERS OF
SECURITES BEING WITHDRAWN)

        This Notice of Withdrawal must be signed by the registered holder(s) of Securities exactly as his (their) name(s) appear(s) on certificate(s) for Securities or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with this Notice of Withdrawal. If the signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below under "Capacity" and submit evidence satisfactory to the Company of such person's authority to so act.

        If the signature appearing below is not of the registered holder(s) of the Securities, then the registered holder(s) must sign a valid power of attorney.

(Signature(s) of Holder(s) or Authorized Signatory)

Date:                         , 2004

Name(s):
	(Please Print)
Capacity:
Address:
	(Including Zip Code)

Area Code and Telephone No.: (        )                  

SIGNATURE GUARANTEE (IF REQUIRED)
Certain Signatures Must be Guaranteed by an Eligible Institution

(Name of Eligible Institution Guaranteeing Signatures)

(Address (including zip code) and Telephone Number (including area code) of Eligible Institution)

(Authorized Signature)

(Printed Name)

(Title)

Date:                         , 2004