Travelers 2004 Annual Report Download - page 217

Item 11. EXECUTIVE COMPENSATION
The “Executive Compensation” section and the “Election of Directors—Board Compensation” section of
the Company’s Proxy Statement relating to its Annual Meeting of Shareholders to be held May 3, 2005, are
incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The “Security Ownership of Certain Beneficial Owners and Management” section of the Company’s Proxy
Statement relating to its Annual Meeting of Shareholders to be held May 3, 2005, is incorporated herein by
reference.
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth information as of December 31, 2004 regarding the Company’s equity
compensation plans. The only plan pursuant to which the company may make equity grants is The St. Paul
Travelers Companies, Inc. 2004 Stock Incentive Plan (the 2004 Plan) that was approved by shareholders at the
Company’s 2004 annual meeting on July 28, 2004. Any equity compensation plan of either SPC or TPC that
existed prior to the merger had either terminated or otherwise could not be used for additional equity grants after
the 2004 Plan was approved. However, equity grants that were outstanding under these plans were not affected
by the plans’ terminations or inability to issue additional equity grants. In addition, certain stock options were
granted previously under The St. Paul Companies, Inc. Amended and Restated 1994 Stock Incentive Plan (the
1994 St. Paul Plan) and the Travelers Property Casualty Corp. 2002 Stock Incentive Plan (the Travelers Stock
Plan) that allowed the option holder to use the reload method of option exercise. These option holders may
continue to use the reload exercise method, and any reload options granted as a result will be issued under the
1994 St. Paul Plan or Travelers Stock Plan, respectively.
Plan Category
Number of
securities to be
issued upon exercise
of outstanding
options, warrants
and rights
(a)
Weighted average
exercise price of
outstanding options,
warrants and rights
(b)
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
(c)
Equity compensation plans approved by security
holders(1) ............................... 47,614,931 $41.26 per share 35,479,926(3)
Equity compensation plans not approved by
security holders(2) ........................ 613,562 $39.92 per share —
Total ..................................... 48,228,493 $41.23 per share 35,479,926(3)
(1) In addition to the 2004 Plan, these numbers also include the 1994 St. Paul Plan, the St. Paul Global Stock
Option Plan, certain plans for St. Paul’s United Kingdom and Ireland employees, the Travelers Stock Plan,
and any other plan approved by the respective shareholders of SPC and TPC prior to the merger. Includes
shares underlying stock options under the plans described above. The options granted under the Travelers
Stock Plan were converted to stock options to purchase Company common stock in connection with the
merger. The weighted average exercise price in column (b) of the table reflects all such stock options.
Shares of deferred stock or phantom stock units that may be settled in shares of common stock are included
in column (a) of the table, but are not included in column (b) for purposes of the weighted average exercise
price of stock options.
(2) The St. Paul International 1988 Stock Option Plan and The St. Paul Holdings 1996 Stock Option Plan were
established to grant options to certain eligible employees of SPC’s United Kingdom operations. The options
granted under these plans were priced at the market price of the Company’s common stock on the date of
grant and were eligible for exercise at any time from three to ten years after the date of grant. No additional
options may be granted under these plans.
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