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THE TRAVELERS AND PRIMERICA ANNOUNCE STRATEGIC ALLIANCE; TRAVELERS ANNOUNCES RESTRUCTURING

 THE TRAVELERS AND PRIMERICA ANNOUNCE STRATEGIC ALLIANCE;
 TRAVELERS ANNOUNCES RESTRUCTURING
 HARTFORD, Conn., and NEW YORK, Sept. 20 /PRNewswire/ -- Edward H. Budd, chairman and chief executive officer of The Travelers Corporation (NYSE: TIC), and Sanford I. Weill, chairman and chief executive officer of Primerica Corporation (NYSE: PA), announced today that the boards of directors of the two companies have unanimously approved a definitive agreement which will form a strategic alliance between the companies.
 The alliance will significantly add to Travelers' capital base and expand its growth opportunities while providing Primerica the benefit of a major investment in one of the nation's leading franchises in the insurance industry.
 The net addition to Travelers' common equity of $722.5 million or 38 million shares valued at $19 per share brings the total capital raised in 1992 to $1.4 billion.
 Under the terms of the agreement Travelers will exchange 38 million shares for $550 million in cash, 50 percent of the equity of Gulf Insurance Company, a Primerica property-casualty insurance company, and 100 percent of the preferred provider organization and third party administrator networks of Primerica's Transport Life/Voyager Group.
 Upon approval of the agreement by regulators and Travelers' shareholders, Primerica will hold approximately 27 percent of Travelers' common stock then outstanding. The transaction is expected to be completed by the end of the year.
 Except under special circumstances, Primerica cannot purchase additional shares in the next five years without agreement of The Travelers board.
 Today, Weill and James Dimon, president and chief financial officer of Primerica, were elected to The Travelers board of directors. Weill will chair the finance committee of The Travelers board. Primerica will nominate two additional board members when the transaction is closed. At that time, Primerica's representatives will make up 25 percent of Travelers' board.
 Also today, Budd was elected to the Primerica board.
 Budd said, "This issuance of common equity is the capstone of our program to increase our capital base to an unquestionably strong position. We believe the combination of this new strategic alliance, which includes the significant addition of equity capital, substantially increases the opportunities to grow our core businesses and improve long-term returns and profitability.
 "Primerica brings intellectual as well as financial capital to The Travelers," Budd continued. "Sandy Weill is a talented and innovative businessman, with extensive experience in financial services and a demonstrated record of enhancing shareholder value. To benefit fully from our partnership, I am establishing an operating committee, co- chaired by Sandy and me, which will review and oversee major operating matters of the Travelers. We are delighted that Sandy and his team have agreed to participate on this committee. We welcome their broad perspective, insight and active involvement."
 Weill said, "Today's agreement creates a special relationship between Primerica and Travelers, one of the best franchises in the financial industry. As partners, we expect to contribute not only our capital support, but also our financial management expertise, to Ed Budd and his capable team to help accelerate Travelers' course toward growth and higher profitability.
 "We see this as a significant investment by Primerica in the future of a sound company -- and a changing industry -- in which we believe the long-term opportunities far exceed the near-term challenges or problems. We intend to help work through problems enabling Travelers to build on its competitive strengths and continue to grow the financial assets it manages. Meanwhile, we are broadening the opportunities for Primerica's business units, with our ultimate objective being, as always, to create value for shareholders -- both Primerica's and Travelers'."
 Also, Travelers announced today a series of organizational restructuring initiatives and the required adoption of two new accounting standards. The net effects of these actions will be reflected in Travelers' third quarter results.
 The Travelers will take a $132 million after-tax charge related to ongoing restructuring efforts, associated primarily with its plan to streamline and strengthen the company's business and corporate operations. As part of the restructuring, approximately 3,500 positions will be eliminated over the next two years.
 The annual after-tax savings is expected to approximate $95 million by 1994.
 "This restructuring action is a continuation of our successful repositioning of the company's core businesses," Budd said. "We must adapt to a changed environment by making the responsible choices now that will ensure that our employees, customers and investors benefit tomorrow.
 "The reduction in employment will be achieved wherever possible through attrition and early retirement. However, terminations will be necessary," he said. "As always, we will treat our people who are adversely affected with sensitivity and support."
 Travelers said that in the third quarter it will adopt two new accounting standards related to the reporting of retiree health benefit costs and deferred taxes under FASB 106 and 109, respectively, which will result in a net $135 million after-tax benefit to the company.
 Finally, Travelers management said that it intended to recommend to its board the continuation of the quarterly dividend at 40 cents per share. The dividend declaration is scheduled for Oct. 2.
 Travelers, based in Hartford, is one of the world's largest multiline financial services companies, focusing an insurance, managed health care and investments.
 Primerica, based in New York City, is a diversified financial services company providing investment, consumer finance and insurance services.
 -0- 9/20/92
 /CONTACT: Michele U. Farley, 203-277-0150, or (investors) Lynn Willsey, 203-277-7626, both of The Travelers; or Mary McDermott, 212-891-8870, or (investors) Barbara Yastine, 212-891-8872, both of Primerica/
 (TIC PA) CO: The Travelers Corporation; Primerica Corporation ST: Connecticut, New York IN: INS SU: JVN RCN


CK -- NYSU009 -- 1424 09/20/92 19:13 EDT
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