SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
BENET JAY S
(Last) (First) (Middle)
THE ST. PAUL TRAVELERS COMPANIES, INC.
385 WASHINGTON STREET
(Street)
ST. PAUL MN 55102
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ST PAUL TRAVELERS COMPANIES INC [ STA ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/01/2004 A 35,082 A $0(1) 35,082(2) D
Common Stock 04/01/2004 A 306.426 A $0(1) 306.426 I 401(k) Plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to buy) $23.64 04/01/2004 A 169 04/01/2004 06/30/2007 Common Stock 169 $0(3) 169 D
Stock Options (Right to buy) $34.17 04/01/2004 A 116 04/01/2004 06/30/2008 Common Stock 116 $0(3) 116 D
Stock Options (Right to buy) $36.99 04/01/2004 A 836 05/17/2004 11/02/2008 Common Stock 836 $0(3) 836 D
Stock Options (Right to buy) $37.61 04/01/2004 A 4,861 05/03/2004 11/02/2008 Common Stock 4,861 $0(3) 4,861 D
Stock Options (Right to buy) $37.98 04/01/2004 A 631 04/01/2004 10/27/2005 Common Stock 631 $0(3) 631 D
Stock Options (Right to buy) $38.43 04/01/2004 A 104 06/30/2000(4) 06/30/2009 Common Stock 104 $0(3) 104 D
Stock Options (Right to buy) $38.47 04/01/2004 A 5,567 04/01/2004 11/02/2008 Common Stock 5,567 $0(3) 5,567 D
Stock Options (Right to buy) $39.09 04/01/2004 A 1,265 04/01/2004 09/24/2007 Common Stock 1,265 $0(3) 1,265 D
Stock Options (Right to buy) $40.87 04/01/2004 A 36 07/13/2004 11/02/2008 Common Stock 36 $0(3) 36 D
Stock Options (Right to buy) $42.69 04/01/2004 A 86,680 03/22/2003(4) 03/22/2012 Common Stock 86,680 $0(3) 86,680 D
Stock Options (Right to buy) $49.42 04/01/2004 A 17,264 07/18/2001(5) 04/18/2010 Common Stock 17,264 $0(3) 17,264 D
Stock Options (Right to buy) $55.26 04/01/2004 A 1,039 04/01/2004 09/24/2007 Common Stock 1,039 $0(3) 1,039 D
Stock Options (Right to buy) $55.26 04/01/2004 A 4,563 04/01/2004 11/02/2008 Common Stock 4,563 $0(3) 4,563 D
Stock Options (Right to buy) $55.71 04/01/2004 A 634 04/01/2004 10/27/2005 Common Stock 634 $0(3) 634 D
Stock Options (Right to buy) $55.71 04/01/2004 A 1,082 04/01/2004 09/24/2007 Common Stock 1,082 $0(3) 1,082 D
Stock Options (Right to buy) $55.71 04/01/2004 A 4,761 04/01/2004 11/02/2008 Common Stock 4,761 $0(3) 4,761 D
Stock Options (Right to buy) $59.08 04/01/2004 A 15,736 07/16/2002(6) 01/16/2011 Common Stock 15,736 $0(3) 15,736 D
Stock Options (Right to buy) $61.31 04/01/2004 A 966 04/01/2004 09/24/2007 Common Stock 966 $0(3) 966 D
Stock Options (Right to buy) $61.93 04/01/2004 A 1,187 04/01/2004 10/27/2005 Common Stock 1,187 $0(3) 1,187 D
Stock Options (Right to buy) $61.93 04/01/2004 A 1,010 04/01/2004 09/24/2007 Common Stock 1,010 $0(3) 1,010 D
Stock Options (Right to buy) $61.93 04/01/2004 A 3,176 04/01/2004 11/02/2008 Common Stock 3,176 $0(3) 3,176 D
Explanation of Responses:
1. Shares received in exchange for shares of Class A and Class B Common Stock of Travelers Property Casualty Corp. ("Travelers") in connection with the merger between Travelers and The St. Paul Companies, Inc. ("St. Paul"). Pursuant to the merger, each share of Travelers Class A and Class B Common Stock was exchanged for .4334 of a share of The St. Paul Travelers Companies, Inc. ("St. Paul Travelers") Common Stock, with cash paid for any fractional Travelers share. On April 1, 2004, the effective date of the merger, the closing price of St. Paul Common Stock was $40.77, and the closing prices of Travelers Class A and Class B Common Stock were $17.57 and $17.40 per share, respectively.
2. Includes 18,419 shares of restricted Common Stock.
3. Option received in the merger between Travelers and St. Paul in exchange for an option to purchase Travelers Class A Common Stock. In the merger, each outstanding option to purchase Travelers Common Stock was converted to an option to purchase shares of St. Paul Travelers Common Stock on substantially the same terms, except that the number of shares was adjusted by multiplying the number of Travelers option shares by .4334 (rounding down to the nearest whole number) and the option exercise price was adjusted by dividing the Travelers exercise price by .4334.
4. Option vests over five years in 20% annual increments beginning one year after the date of grant. The date exercisable reported in the table is the first 20% vesting date.
5. Option vests over five years in 20% annual increments beginning fifteen months after the date of grant. The date exercisable reported in the table is the first 20% vesting date.
6. Option vests over five years in 20% annual increments beginning eighteen months after the date of grant. The date exercisable reported in the table is the first 20% vesting date.
Anthony M. Pepper, Attorney-in-Fact 04/05/2004
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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