Travelers 2005 Annual Report Download - page 235

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amendment by posting such information on its internet website set forth above rather than by filing a
Form 8-K.
Item 11. EXECUTIVE COMPENSATION
The “Executive Compensation” section and the “Election of Directors—Non-Employee Director
Compensation” sections of the Company’s Proxy Statement relating to its Annual Meeting of Shareholders
to be held May 3, 2006, are incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERSAND MANAGEMENT
AND RELATED SHAREHOLDER MATTERS
The “Share Ownership Information” section of the Company’s Proxy Statement relating to its Annual
Meeting of Shareholders to be held May 3, 2006, is incorporated herein by reference.
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth information as of December 31, 2005 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 Incentive 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 Incentive 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 (theTravelers 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) .................. 43,250,915 $41.64 per share33,574,081(3)
Equity compensation plans not approved
by securityholders(2)................ 489,155$40.52 per share—
Total................................ 43,740,070 $41.63 pershare 33,574,081(3)
(1) In addition to the 2004 Incentive 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 underlyingstock 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.