Travelers 2004 Annual Report Download - page 218

(3) These are shares available for grant as of December 31, 2004 under the 2004 Plan pursuant to which the
compensation committee of the Board of Directors may make various stock-based awards including grants
of stock options, restricted stock and stock appreciation rights. The 2004 Plan had 35 million shares initially
authorized for issuance. In addition to these 35 million shares, the following shares will become available
for grant under the 2004 Plan and, to the extent such shares have become available as of December 31,
2004, they are included in the table as available for grant: (i) shares covered by outstanding awards under
the 2004 Plan, the 1994 St. Paul Plan and the Travelers Stock Plan that are forfeited or otherwise terminated
or settled in cash or other property rather than settled through the issuance of shares; (ii) shares that are used
to pay the exercise price of stock options and shares used to pay withholding taxes on equity awards
generally; and (iii) shares purchased by the Company on the open market using cash from option exercises,
as limited by the 2004 Plan.
In April 1998, SPC merged with USF&G Corporation (“USF&G”), and the outstanding options to purchase
USF&G stock were converted into options to purchase SPC’s common stock. On December 31, 2004, 459,753
shares were subject to outstanding options pursuant to that conversion (with a weighted average exercise price of
$39.48) related to plans that had not been approved by USF&G shareholders prior to the merger. No additional
options could be granted under those plans subsequent to the April 1998 merger. These options are not included
in the preceding table.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The “Certain Relationships and Related Transactions” and “Relationships with Citigroup” sections 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 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The “Audit and Non-Audit Fees” 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.
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