This excerpt taken from the C DEF 14A filed Mar 15, 2005.
Termination of Existing Plans
If the proposal to amend the 1999 plan is approved, the Travelers plan, the Citicorp plan and the employee incentive plan will be terminated. Awards previously granted under these plans will continue to be governed by the terms of the plans under which they were granted and will not be affected by their termination. However, no new grants will be made from these plans, and no additional shares will become available for grant pursuant to the evergreen feature of the Citicorp plan, which, on January 1, 2006, would otherwise increase the shares available for grant by 1.5% of the total common shares and equivalents outstanding on December 31, 2005 (estimated to be 80 million shares based on the current number of outstanding shares).