X0201 4 2004-02-12 0 0001045280 ON2 TECHNOLOGIES INC ONT 0000831001 CITIGROUP INC 399 PARK AVENUE NEW YORK NY 10043 0 0 1 0 0000937875 TRAVELERS INDEMNITY CO ONE TOWER SQUARE HARTFORD CT 06183 0 0 1 0 0001010551 TRAVELERS INSURANCE GROUP HOLDINGS INC ONE TOWER SQUARE HARTFORD CT 0 0 1 0 0000919482 TRAVELERS PROPERTY CASUALTY CORP ONE TOWER SQUARE HARTFORD CT 06183 0 0 1 0 0000733076 TRAVELERS INSURANCE CO ONE TOWER SQUARE HARTFORD CT 06183 0 0 1 0 0001003658 CITIGROUP INSURANCE HOLDING CORP 3120 BRECKINRIDGE BOULEVARD DULUTH GA 30199 0 0 1 0 0000806395 ASSOCIATED MADISON COMPANIES INC 153 EAST 53RD ST. NEW YORK NY 10043 0 0 1 0 0001205833 CITIGROUP ALTERNATIVE INVESTMENTS INC 399 PARK AVENUE NEW YORK NY 10043 0 0 1 0 0001205828 CITIGROUP INVESTMENTS INC 399 PARK AVENUE NEW YORK NY 10043 0 0 1 0 Common Stock 2004-02-12 4 S 0 40000 1.13 D 589200 I By Subsidiary Series C-IV Preferred Stock Common Stock 2792257 1849057 I By Subsidiary Series C-V Preferred Stock Common Stock 2993273 2176876 I By Subsidiary Certies C-VI Preferred Stock Common Stock 1220911 1139378 I By Subsidiary Series C-VI Warrants Common Stock 5357143 5357143 I By Subsidiary Common Stock Options Common Stock 30000 30000 I By Subsidiary Series A Preferred Stock Common Stock 400000 400000 I By Subsidiary See General Remarks. The Series C-IV Preferred Stock has an exercise price of $1.75 per share, is exercisable immediately and has no expiration date. The Series C-V Preferred Stock has an exercise price of $0.9047 per share, is exercisable immediately and has no expiration date. The Series C-VI Preferred Stock has an exercise price of $0.5222 per share, is exercisable immediately and has no expiration date. The Series C-VI Warrants have an exercise price of $0.56 per share, are exercisable immediately and have an expiration date of 8/9/2005. The Common Stock Options have an exercise price of $6 per share, are exercisable immediately and have no expiration date. The common stock options were granted by the Issuer to a former employee of Citigroup Inc. as compensation for his services on the Issuer's Board of Directors. In accordance with corporate policy, Citigroup instructed the employee to assign all of these options to TIC. The Series A Preferred Stock has an exercise price of $7.50 per share, is exercisable immediately and has no expiration date. All securities reported herein are directly beneficially owned by The Travelers Insurance Company ("TIC") and/or The Travelers Indemnity Company ("Travelers Indemnity"). Citigroup Alternative Investments LLC ("CAI"), an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, manages the investments in the Issuer's securities on behalf of Travelers Indemnity. TIC is a wholly owned subsidiary of Citigroup Insurance Holding Corporation ("Citigroup Insurance"), which is a wholly owned subsidiary of Associated Madison Companies, Inc. ("Associated Madison"), which is a wholly owned subsidiary of Citigroup Inc. ("Citigroup"). Travelers Indemnity is a wholly owned subsidiary of Travelers Insurance Group Holdings Inc. ("TIGHI"), which is a wholly owned subsidiary of Travelers Property Casualty Corp. ("TAP"). CAI is a wholly owned subsidiary of Citigroup Investments Inc. ("CII"), which is a wholly owned subsidiary of Citigroup. CAI, CII, TIGHI, TAP, Citigroup Insurance, Associated Madison and Citigroup disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interests therein. Citigroup Inc., By Joseph B. Wollard, Assistant Secretary 2004-02-12 Travelers Property Casualty Corp., By Paul H. Eddy, Assistant Secretary 2004-02-12 The Travelers Insurance Company, By Joseph B. Wollard, Assistant Secretary 2004-02-12 Citigroup Alternative Investments LLC, By Millie Kim, Secretary 2004-02-12 Citigroup Investments Inc., By Millie Kim, Secretary 2004-02-12 The Travelers Indemnity Company, By Paul H. Eddy, Assistant Secretary 2004-02-12 Citigroup Insurance Holding Corporation, By Joseph B. Wollard, Assistant Secretary 2004-02-12 Travelers Insurance Group Holdings Inc., By Paul H. Eddy, Assistant Secretary 2004-02-12 Associated Madison Companies, Inc., By Joseph B. Wollard, Assistant Secretary 2004-02-12