Travelers 2006 Annual Report Download - page 262

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Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND 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 1, 2007, is incorporated herein by reference.
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth information as of December 31, 2006 regarding the Company’s equity
compensation plans. The only plan pursuant to which the company may make equity grants is The
Travelers 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 (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 ofsecurities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column(a))
(c)
Equity compensation plans approved by
security holders(1).................... 38,495,880 $ 42.86 per share 40,264,991(3)
Equity compensation plans not approved
by security holders(2) ................. 344,308 $ 40.47 per share—
Total .................................. 38,840,188 $ 42.84 per share 40,264,991(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 UnitedKingdom and Ireland employees, the
Travelers Stock Plan, and any other plan approved by the respective shareholders of SPC and TPC
prior to the merger. The options granted under the Travelers Stock Plan were converted to stock
options to purchase Company common stock in connection with the merger. Theweighted average
exerciseprice 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 arenot included in column (b) for purposes of the weightedaverage exerciseprice 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 ofgrant.No additional options may be granted under these plans.
(3) These are shares available for grant as of December 31, 2006 under the 2004 Incentive Plan pursuant
to which the compensation committee of the Board of Directors may make various stock-based