Travelers 2007 Annual Report Download - page 258

Plan and, to the extent such shares became 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 and legacy plans 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.
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 legacy share-based
incentive compensation plans that were outstanding on the effective date of the 2004 Incentive
Plan except for certain shares delivered to or retained in legacy plans in connection with the
withholding of taxes applicable to the exercise of outstanding options that have reload features.
Excluded from the preceding table are 56,273 of outstanding options, as of December 31, 2007,
(with a weighted average exercise price of $45.07) related to the April 1998 merger with USF&G
Corporation (USF&G). No additional options could be granted under former USF&G plans
subsequent to the April 1998 merger.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
The ‘‘Governance of Your Company—Significant Governance Practices’’ 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.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The ‘‘Item 2—Ratification of Independent Registered Public Accounting Firm—Audit and
Non-Audit Fees’’ 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.
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 144 hereof.
(2) Financial Statement Schedules. See Index to Consolidated Financial Statements and Schedules
on page 249 hereof.
(3) Exhibits:
See Exhibit Index on pages 257-260 hereof.
246