Travelers 2007 Annual Report Download - page 257

Item 11. EXECUTIVE COMPENSATION
The following sections of the Company’s Proxy Statement relating to its Annual Meeting of
Shareholders to be held May 6, 2008 are incorporated herein by reference: ‘‘Executive Compensation,’’
‘‘Compensation Committee Report,’’ ‘‘Compensation Committee Interlocks and Insider Participation,’’
‘‘Tabular Executive Compensation Disclosure’’ and ‘‘Non-Employee Director Compensation.’’
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 6, 2008 is incorporated herein by reference.
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth information as of December 31, 2007 regarding the Company’s
equity compensation plans. The only plan pursuant to which the company may currently make
additional equity grants is The Travelers Companies, Inc. 2004 Stock Incentive Plan (the 2004 Incentive
Plan) which replaced prior share-based incentive plans (legacy plans). In connection with the adoption
of the 2004 Incentive Plan, legacy share-based compensation plans were terminated. Outstanding grants
were not affected by the termination of these legacy plans, including the reload method of option
exercise related to prior option grants under the legacy plans, and these option holders may continue to
use the reload exercise method.
Number of securities
Number of remaining available for
securities to be future issuance under
issued upon exercise Weighted average equity compensation
of outstanding exercise price of plans (excluding
options, warrants outstanding options, securities reflected in
and rights warrants and rights column (a))
Plan Category (a) (b) (c)
Equity compensation plans approved by
security holders(1) ................. 35,706,765 $42.49 per share 42,998,805(3)
Equity compensation plans not approved by
security holders(2) ................. 230,408 $41.45 per share —
Total ............................. 35,937,173 $42.48 per share 42,998,805(3)
(1) In addition to the 2004 Incentive Plan, these numbers also include the St. Paul Global Stock
Option Plan and certain plans for St. Paul’s United Kingdom and Ireland employees. 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) Represents options granted under The St. Paul Holdings 1996 Stock Option Plan which was
established to grant options to certain eligible employees of TRV’s United Kingdom operations.
The options granted under the plan 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 the plan.
(3) These shares are available for grant as of December 31, 2007 under 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 following shares will become available for grant under the 2004 Incentive
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