Travelers 2005 Annual Report Download - page 236

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(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.
(3) These are shares available for grant as of December 31, 2005under the 2004 Incentive 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
Incentive Plan had 35 million shares initially authorized for issuance. In addition to these 35 million
shares, the followingshares will become available for grant under the 2004 Incentive Plan and, to the
extent such shares have become available as of December 31, 2005, they are included in the table as
available for grant: (i) shares covered by outstanding awards under the 2004 Incentive 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 Incentive Plan.
Except for shares delivered to or retained in the Travelers Stock Plan in connection with the
withholding of taxes applicable to the exercise of outstanding options that have reload features, the
provisions of the preceding paragraph that result in shares becoming available for future grants under
the 2004 Incentive Plan also apply to any awards granted under the 1994 St. Paul Plan andthe
Travelers Stock Plan that were outstanding on the effective date of the 2004 Incentive 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,
2005, 309,422 shares were subject to outstanding options pursuant to that conversion (with a weighted
average exercise price of $41.80) 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” 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.
Item 14. PRINCIPAL ACCOUNTINGFEES 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, 2006, is incorporated herein by reference.
PART IV
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Documents filed as a part of the report:
(1) Financial Statements. See Index to Consolidated Financial Statements on page 128hereof.
(2) Financial Statement Schedules. See Index to Consolidated Financial Statements and Schedules
on page 227 hereof.
(3) Exhibits:
See Exhibit Index on pages 235-239 hereof.