HARTFORD FINANCIAL SERVICES GROUP INC/DE
EX-10.09: INCENTIVE STOCK PLAN
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<TYPE>EX-10.09
<SEQUENCE>3
<FILENAME>y17778exv10w09.htm
<DESCRIPTION>EX-10.09: INCENTIVE STOCK PLAN
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<TITLE>EX-10.09</TITLE>
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<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>EXHIBIT&nbsp;10.09</B>
</DIV>


<DIV align="center" style="font-size: 12pt; margin-top: 18pt"><B>THE
HARTFORD 1995 INCENTIVE STOCK PLAN</B></DIV>
<DIV align="center" style="font-size: 10pt; margin-top: 0pt"><B>
(as amended effective December&nbsp;30, 2005)</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>1. PURPOSE</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The purpose of The Hartford 1995 Incentive Stock Plan is to motivate and reward
superior performance on the part of Key Employees of The Hartford Financial Services Group,
Inc. and its subsidiaries (&#147;The Hartford&#148;) and to thereby attract and retain Key Employees
of superior ability. In addition, the Plan is intended to further opportunities for stock
ownership by such Key Employees and Directors (as defined below) in order to increase their
proprietary interest in The Hartford and, as a result, their interest in the success of the
Company. Awards will be made, in the discretion of the Committee, to Key Employees
(including officers and directors who are also Key Employees) whose responsibilities and
decisions directly affect the performance of any Participating Company and its subsidiaries,
and also to Directors. Such incentive awards may consist of stock options and stock
appreciation rights payable in stock or cash for Key Employees or Directors, and performance
shares, restricted stock or any combination of the foregoing for Key Employees, as the
Committee may determine.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>2. DEFINITIONS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;When used herein, the following terms shall have the following meanings:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>&#147;Act&#148; </B>means the Securities Exchange Act of 1934, as amended.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>&#147;Annual Limit&#148; </B>means the maximum number of shares of Stock for which Awards may be
granted under the Plan in each Plan Year as provided in Section&nbsp;3 of the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>&#147;Award&#148; </B>means an award granted to any Key Employee or Director in accordance with the
provisions of the Plan in the form of Options, Rights, Performance Shares or Restricted
Stock, or any combination of the foregoing, as applicable.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>&#147;Award Agreement&#148; </B>means the written agreement evidencing each Award granted under the
Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>&#147;Beneficial Owner&#148; </B>means any Person who, directly or indirectly, has the right to vote
or dispose of or has &#147;beneficial ownership&#148; (within the meaning of Rule&nbsp;13d-3 under the Act)
of any securities of a company, including any such right pursuant to any agreement,
arrangement or understanding (whether or not in writing), provided that: (i)&nbsp;a Person shall
not be deemed the Beneficial Owner of any security as a result of an agreement, arrangement
or understanding to vote such security (A)&nbsp;arising solely from a revocable proxy or consent
given in response to a public proxy or consent solicitation made pursuant to, and in
accordance with, the Act and the applicable rules and
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">regulations thereunder, or (B)&nbsp;made in connection with, or to otherwise participate in,
a proxy or consent solicitation made, or to be made, pursuant to, and in accordance with,
the applicable provisions of the Act and the applicable rules and regulations thereunder, in
either case described in clause (A)&nbsp;or (B)&nbsp;above, whether or not such agreement, arrangement
or understanding is also then reportable by such Person on Schedule&nbsp;13D under the Act (or
any comparable or successor report); and (ii)&nbsp;a Person engaged in business as an underwriter
of securities shall not be deemed to be the Beneficial Owner of any security acquired
through such Person&#146;s participation in good faith in a firm commitment underwriting until
the expiration of forty days after the date of such acquisition.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>&#147;Beneficiary&#148; </B>means the beneficiary or beneficiaries designated pursuant to Section&nbsp;10
to receive the amount, if any, payable under the Plan upon the death of an Award Recipient.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>&#147;Board&#148; </B>means the Board of Directors of the Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>&#147;Change of Control&#148; </B>means the occurrence of an event defined in Section&nbsp;9 of the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>&#147;Code&#148; </B>means the Internal Revenue Code of 1986, as now in effect or as hereafter
amended. (All citations to sections of the Code are to such sections as they may from time
to time be amended or renumbered.)
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>&#147;Committee&#148; </B>means the Compensation and Personnel Committee of the Board or such other
committee as may be designated by the Board to administer the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>&#147;Company&#148; </B>means The Hartford and its successors and assigns.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>&#147;Director&#148; </B>means a member of the Board of The Hartford Financial Services Group, Inc.
who is not an employee of any Participating Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>&#147;Eligible Employee&#148; </B>means an Employee employed by a Participating Company; provided,
however, that except as the Board of Directors or the Committee, pursuant to authority
delegated by the Board of Directors, may otherwise provide on a basis uniformly applicable
to all persons similarly situated, &#147;Eligible Employee&#148; shall not include any &#147;Ineligible
Person,&#148; which includes: (i)&nbsp;a person who (A)&nbsp;holds a position with the Company&#146;s &#147;HARTEMP&#148;
Program, (B)&nbsp;is hired to work for a Participating Company through a temporary employment
agency, or (C)&nbsp;is hired to a position with a Participating Company with notice on his or her
date of hire that the position will terminate on a certain date; (ii)&nbsp;a person who is a
leased employee (within the meaning of Code Section&nbsp;414(n)(2)) of a Participating Company or
is otherwise employed by or through a temporary help firm, technical help firm, staffing
firm, employee leasing firm, or professional employer organization, regardless of whether
such person is an Employee of a Participating Company, and (iii)&nbsp;a person who performs
services for a Participating Company as an independent contractor or under any other
non-employee classification, or who is classified by a Participating Company as, or
determined by a Participating
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Company to be, an independent contractor, regardless of whether such person is characterized
or ultimately determined by the Internal Revenue Service or any other Federal, State or
local governmental authority or regulatory body to be an employee of a Participating Company
or its affiliates for income or wage tax purposes or for any other purpose.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding any provision in the Plan to the contrary, if any person is an
Ineligible Person, or otherwise does not qualify as an Eligible Employee, or otherwise is
ineligible to participate in the Plan, and such person is later required by a court or
governmental authority or regulatory body to be classified as a person who is eligible to
participate in the Plan, such person shall not be eligible to participate in the Plan,
notwithstanding such classification, unless and until designated as an Eligible Employee by
the Committee, and if so designated, the participation of such person in the Plan shall be
prospective only.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>&#147;Employee&#148; </B>means any person regularly employed by a Participating Company, but shall
not include any person who performs services for a Participating Company as an independent
contractor or under any other non-employee classification, or who is classified by a
Participating Company as, or determined by a Participating Company to be, an independent
contractor.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>&#147;Fair Market Value&#148;, </B>unless otherwise indicated in the provisions of this Plan, means,
as of any date, the composite closing price for one share of Stock on the New York Stock
Exchange or, if no sales of Stock have taken place on such date, the composite closing price
on the most recent date on which selling prices were quoted, the determination to be made in
the discretion of the Committee.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>&#147;Incentive Stock Option&#148; </B>means a stock option qualified under Section&nbsp;422 of the Code.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>&#147;Key Employee&#148; </B>means an Employee (including any officer or director who is also an
Employee) of any Participating Company who is an Eligible Employee and whose
responsibilities and decisions, in the judgment of the Committee, directly affect the
performance of the Company and its subsidiaries.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>&#147;Option&#148; </B>means an option awarded under Section&nbsp;5 of the Plan to purchase Stock of the
Company, which option may be an Incentive Stock Option or a non-qualified stock option.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>&#147;Participating Company&#148; </B>means the Company or any subsidiary or other affiliate of the
Company; provided, however, for Incentive Stock Options only, &#147;Participating Company&#148; means
the Company or any corporation which at the time such Option is granted qualifies as a
&#147;subsidiary&#148; of the Company under Section 424(f) of the Code.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>&#147;Performance Share&#148; </B>means a performance share awarded under Section&nbsp;6 of the Plan.
</DIV>

<P align="center" style="font-size: 10pt">3
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>&#147;Person&#148; </B>has the meaning ascribed to such term in Section&nbsp;3(a)(9) of the Act, as
supplemented by Section&nbsp;13(d)(3) of the Act; provided, however, that Person shall not
include: (i)&nbsp;the Company, any subsidiary of the Company or any other Person controlled by
the Company, (ii)&nbsp;any trustee or other fiduciary holding securities under any employee
benefit plan of the Company or of any subsidiary of the Company, or (iii)&nbsp;a corporation
owned, directly or indirectly, by the stockholders of the Company in substantially the same
proportions as their ownership of securities of the Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>&#147;Plan&#148; </B>means The Hartford 1995 Incentive Stock Plan, as the same may be amended,
administered or interpreted from time to time.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>&#147;Plan Year&#148; </B>means the calendar year.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>&#147;Retirement&#148; </B>means eligibility to receive immediate retirement benefits under a
Participating Company pension plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>&#147;Restricted Stock&#148; </B>means Stock awarded under Section&nbsp;7 of the Plan subject to such
restrictions as the Committee deems appropriate or desirable.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>&#147;Right&#148; </B>means a stock appreciation right awarded in connection with an Option under
Section&nbsp;5 of the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>&#147;Stock&#148; </B>means the common stock ($.01 par value) of The Hartford.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>&#147;Total Disability&#148; </B>means the complete and permanent inability of a Key Employee to
perform all of his or her duties under the terms of his or her employment with any
Participating Company, as determined by the Committee upon the basis of such evidence,
including independent medical reports and data, as the Committee deems appropriate or
necessary.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>&#147;Transferee&#148; </B>means any person or entity to whom or to which a non-qualified stock
option has been transferred and assigned in accordance with Section 5(h) of the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>3. SHARES SUBJECT TO THE PLAN</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The aggregate number of shares of Stock which may be awarded under the Plan shall be
subject to a maximum limit applicable to all Awards for the duration of the Plan (the
&#147;Maximum Limit&#148;), and an annual limit applicable to all Awards for any Plan Year (the
&#147;Annual Limit&#148;). The Maximum Limit shall be fifteen percent (15%) of the total of the issued
and outstanding shares of Stock and treasury Stock as reported in the Annual Report on Form
10-K of the Company for the fiscal year ended December&nbsp;31, 1997 (35,906,158 shares), such
issued and outstanding shares having been adjusted for the two-for-one stock split on the
Stock that occurred effective July&nbsp;15, 1998. The Annual Limit shall be 1.65&nbsp;percent (1.65%)
of the total of the issued and outstanding shares of
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">the Stock and treasury Stock as reported in the Annual Report on Form&nbsp;10K of the Company for
the fiscal year ending immediately prior to any Plan Year (the &#147;Reported Shares&#148;). Any
unused portion of the Annual Limit for any Plan Year shall be carried forward and be made
available for awards in succeeding Plan Years.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition to the foregoing, in no event shall more than ten million (10,000,000)
shares of Stock be cumulatively available for Awards of Incentive Stock Options under the
Plan, and provided further, that no more than 20&nbsp;percent (20%) of the total number of shares
on a cumulative basis shall be available for Restricted Stock and Performance Share Awards.
For any Plan Year, no individual employee may receive an Award of Options for more than the
lesser of (i)&nbsp;ten percent (10%) of one and a half percent (1.5%) (i.e., .15%) of the
Reported Shares and (ii)&nbsp;1,000,000 shares; except that, for the Plan Year that follows the
Distribution Date, each individual employee may receive in addition to the foregoing limit
that number of stock options equal to the lesser of (x)&nbsp;1,050,000 and (y)&nbsp;the number of
substitute stock options required to replace ITT Corporation stock options surrendered by
such employee in connection with the spin-off by ITT Corporation of the shares of The
Hartford to ITT Corporation shareholders.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subject to the above limitations, shares of Stock to be issued under the Plan may be
made available from the authorized but unissued shares, or shares held by the Company in
treasury or from shares purchased in the open market.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For the purpose of computing the total number of shares of Stock available for Awards
under the Plan, there shall be counted against the foregoing limitations the number of
shares of Stock subject to issuance upon exercise or settlement of Awards and the number of
shares of Stock which equal the value of performance share Awards, in each case determined
as at the dates on which such Awards are granted. If any Awards under the Plan are
forfeited, terminated, expire unexercised, are settled in cash in lieu of Stock or are
exchanged for other Awards, the shares of Stock which were theretofore subject to such
Awards shall again be available for Awards under the Plan to the extent of such forfeiture,
termination, expiration, cash settlement or exchange of such Awards. Further, any shares
that are exchanged (either actually or constructively) by optionees as full or partial
payment to the Company of the purchase price of shares being acquired through the exercise
of a stock option granted under the Plan may be available for subsequent Awards.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>4. GRANT OF AWARDS AND AWARD DOCUMENTS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Subject to the provisions of the Plan, the Committee shall: (i)&nbsp;determine and
designate from time to time those Key Employees or groups of Key Employees to whom Awards
are to be granted, and those Directors to whom Options and Rights may be granted; (ii)
determine the form or forms of Award to be granted to any Key Employee and any Director;
(iii)&nbsp;determine the amount or number of shares of Stock subject to each Award; and (iv)
determine the terms and conditions of each Award.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Each Award granted under the Plan shall be evidenced by a written Award
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Agreement. Such agreement shall be subject to and incorporate the express terms and
conditions, if any, required under the Plan or required by the Committee.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>5. STOCK OPTIONS AND RIGHTS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;With respect to Options and Rights, the Committee shall: (i)&nbsp;authorize the
granting of Incentive Stock Options, non-qualified stock options, or a combination of
Incentive Stock Options and non-qualified stock options; (ii)&nbsp;authorize the granting of
Rights which may be granted in connection with all or part of any Option granted under this
Plan, either concurrently with the grant of the Option or at any time thereafter during the
term of the Option; (iii)&nbsp;determine the number of shares of Stock subject to each Option or
the number of shares of Stock that shall be used to determine the value of a Right; and (iv)
determine the time or times when and the manner in which each Option or Right shall be
exercisable and the duration of the exercise period.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Any option issued hereunder which is intended to qualify as an Incentive Stock
Option shall be subject to such limitations or requirements as may be necessary for the
purposes of Section&nbsp;422 of the Code or any regulations and rulings thereunder to the extent
and in such form as determined by the Committee in its discretion.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The exercise period for a non-qualified stock option and any related Right shall
not exceed ten years and two days from the date of grant, and the exercise period for an
Incentive Stock Option and any related Right shall not exceed ten years from the date of
grant.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;The Option price per share shall be determined by the Committee at the time any
Option is granted and shall be not less than the Fair Market Value of one share of Stock on
the date the Option is granted.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;No part of any Option or Right may be exercised until the Key Employee who has been
granted the Award shall have remained in the employ of a Participating Company for such
period after the date of grant as the Committee may specify, if any, and the Committee may
further require exercisability in installments.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;Except as provided in Section&nbsp;9, the purchase price of the shares as to
which an Option shall be exercised shall be paid to the Company at the time of exercise
either in cash or Stock already owned by the optionee having a total Fair Market Value equal
to the purchase price, or a combination of cash and Stock having a total fair market value,
as so determined, equal to the purchase price. The Committee shall determine acceptable
methods for tendering Stock as payment upon exercise of an Option and may impose such
limitations and prohibitions on the use of Stock to exercise an Option as it deems
appropriate.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;In case of a Key Employee&#146;s termination of employment, the following provisions
shall apply:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(A)&nbsp;If a Key Employee who has been granted an Option shall die
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">before such Option has expired, his or her Option may be exercised in full by: (i)&nbsp;the
person or persons to whom the Key Employee&#146;s rights under the Option pass by will, or if no
such person has such right, by his or her executors or administrators; (ii)&nbsp;his or her
Transferee(s) (with respect to non-qualified stock options); or (iii)&nbsp;his or her Beneficiary
designated pursuant to Section&nbsp;10, at any time, or from time to time, within five years
after the date of the Key Employee&#146;s death or within such other period, and subject to such
terms and conditions as the Committee may specify, but not later than the expiration date
specified in Section 5(c) above.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(B)&nbsp;If the Key Employee&#146;s employment by any Participating Company terminates because of
his or her Retirement or Total Disability, he or she may exercise his or her Options in full
at any time, or from time to time, within five years after the date of the termination of
his or her employment, or within such other period, and subject to such terms and conditions
as the Committee may specify, but not later than the expiration date specified in Section
5(c) above. Any such Options not fully exercisable immediately prior to such optionee&#146;s
retirement shall become fully exercisable upon such retirement unless the Committee, in its
sole discretion, shall otherwise determine.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(C)&nbsp;If the Key Employee shall be terminated for cause as determined by the Committee,
all of such Key Employee&#146;s Options or Rights shall be canceled without further action by the
Key Employee, the Committee or the Company coincident with the effective date of such
termination.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(D)&nbsp;Except as provided in Section&nbsp;9, if a Key Employee&#146;s employment
terminates for any other reason (including a voluntary resignation), he or she may exercise
his or her Options, to the extent that he or she shall have been entitled to do so at the
date of the termination of his or her employment, at any time, or from time to time, within
four months after the date of the termination of his or her employment, or within such other
period, and subject to such terms and conditions, as the Committee may specify, but not
later than the expiration date specified in Section 5(c) above; provided however that, in
the case of a voluntary resignation, in no event shall the Key Employee&#146;s period to exercise
his or her Options extend beyond the later of the 15<SUP style="font-size: 85%; vertical-align: text-top">th</SUP> day of the third month
following the Key Employee&#146;s date of termination of employment or December&nbsp;31 of the
calendar year in which such Key Employee&#146;s date of termination occurs unless such a later
date would not, in accordance with guidance issued by the Internal Revenue Service, cause
the Plan to be subject to the provisions of Section&nbsp;409A of the Internal Revenue Code.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;Except as provided in this Section&nbsp;5(h), no Option or Right granted under the Plan
shall be transferable other than by will or by the laws of descent and distribution. During
the lifetime of the optionee, an Option or Right shall be exercisable only by the Key
Employee or Director, to whom the Option or Right is granted (or his or her estate or
designated Beneficiary). Notwithstanding the foregoing, all or a portion of a non-qualified
stock option may be transferred and assigned by such persons designated by the Committee, to
such persons designated by the Committee, and upon such terms and conditions as the
Committee may from time to time authorize and determine in its sole discretion.
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;Except as provided in Section&nbsp;9, if a Director&#146;s service on the Board
terminates for any reason, including without limitation, termination due to death,
disability or retirement, such Director may exercise any Option or Right granted to him or
her only to the extent determined by the Committee as set forth in such Director&#146;s Award
Agreement and/or any administrative rules or other terms and conditions adopted by the
Committee from time to time applicable to such Option or Right granted to such Director.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j)&nbsp;With respect to an Incentive Stock Option, the Committee shall specify such terms
and provisions as the Committee may determine to be necessary or desirable in order to
qualify such Option as an &#147;incentive stock option&#148; within the meaning of Section&nbsp;422 of the
Code.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k)&nbsp;With respect to the exercisability and settlement of Rights:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;Upon exercise of a Right, a Key Employee or Director shall be entitled, subject to
such terms and conditions the Committee may specify, to receive upon exercise thereof all or
a portion of the excess of (A)&nbsp;the Fair Market Value of a specified number of shares of
Stock at the time of exercise, as determined by the Committee, over (B)&nbsp;a specified amount
which shall not, subject to Section&nbsp;5(d), be less than the Fair Market Value of such
specified number of shares of Stock at the time the Right is granted. Upon exercise of a
Right, payment of such excess shall be made as the Committee shall specify in cash, the
issuance or transfer to the Key Employee or Director of whole shares of Stock with a Fair
Market Value at such time equal to any excess, or a combination of cash and shares of Stock
with a combined Fair Market Value at such time equal to any such excess, all as determined
by the Committee. The Company will not issue a fractional share of Stock and, if a
fractional share would otherwise be issuable, the Company shall pay cash equal to the Fair
Market Value of the fractional share of Stock at such time.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;In the event of the exercise of such Right, the Company&#146;s obligation in respect of
any related Option or such portion thereof will be discharged by payment of the Right so
exercised.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>6. PERFORMANCE SHARES</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Subject to the provisions of the Plan, the Committee shall: (i)&nbsp;determine and
designate from time to time those Key Employees or groups of Key Employees to whom Awards of
Performance Shares are to be made, (ii)&nbsp;determine the Performance Period (the &#147;Performance
Period&#148;) and Performance Objectives (the &#147;Performance Objectives&#148;) applicable to such
Awards, (iii)&nbsp;determine the form of settlement of a Performance Share, and (iv)&nbsp;generally
determine the terms and conditions of each such Award. At any date, each Performance Share
shall have a value equal to the Fair Market Value of a share of Stock at such date; provided
that the Committee may limit the aggregate amount payable upon the settlement of any Award.
The maximum award for any individual employee in any given year shall be 200,000 Performance
Shares.
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The Committee shall determine a Performance Period of not less than two nor more
than five years. Performance Periods may overlap and Key Employees may participate
simultaneously with respect to Performance Shares for which different Performance Periods
are prescribed.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The Committee shall determine the Performance Objectives of Awards of Performance
Shares. Performance Objectives may vary from Key Employee to Key Employee and between groups
of Key Employees and shall be based upon one or more of the following objective criteria, as
the Committee deems appropriate, which may be (i)&nbsp;determined solely by reference to the
performance of the Company, any subsidiary or affiliate of the Company or any division or
unit of any of the foregoing, or (ii)&nbsp;based on comparative performance of any one or more of
the following relative to other entities: (A)&nbsp;earnings per share, (B)&nbsp;return on equity, (C)
cash flow, (D)&nbsp;return on total capital, (E)&nbsp;return on assets, (F)&nbsp;economic value added, (G)
increase in surplus, (H)&nbsp;reductions in operating expenses, (I)&nbsp;increases in operating
margins, (J)&nbsp;earnings before income taxes and depreciation, (K)&nbsp;total shareholder return,
(L)&nbsp;return on invested capital, (M)&nbsp;cost reductions and savings, (N)&nbsp;earnings before
interest, taxes, depreciation and amortization (&#147;EBITDA&#148;), (O)&nbsp;pre-tax operating income, (P)
productivity improvements, or (Q)&nbsp;a Key Employee&#146;s attainment of personal objectives with
respect to any of the foregoing criteria or other criteria such as growth and profitability,
customer satisfaction, leadership effectiveness, business development, negotiating
transactions and sales or developing long term business goals. If during the course of a
Performance Period there shall occur significant events which the Committee expects to have
a substantial effect on the applicable Performance Objectives during such period, the
Committee may revise such Performance Objectives.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;At the beginning of a Performance Period, the Committee shall determine for each
Key Employee or group of Key Employees the number of Performance Shares or the percentage of
Performance Shares which shall be paid to the Key Employee or member of the group of Key
Employees if the applicable Performance Objectives are met in whole or in part.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;If a Key Employee terminates service with all Participating Companies during a
Performance Period because of death, Total Disability, Retirement, or under other
circumstances where the Committee in its sole discretion finds that a waiver would be in the
best interests of the Company; that Key Employee may, as determined by the Committee, be
entitled to payment in settlement of such Performance Shares at the end of the Performance
Period based upon the extent to which the Performance Objectives were satisfied at the end
of such period and prorated for the portion of the Performance Period during which the Key
Employee was employed by any Participating Company; provided, however, the Committee may
provide for an earlier payment in settlement of such Performance Shares in such amount and
under such terms and conditions as the Committee deems appropriate or desirable. If a Key
Employee terminates service with all Participating Companies during a Performance Period for
any other reason, then such Key Employee shall not be entitled to any Award with respect to
that Performance Period unless the Committee shall otherwise determine.
</DIV>

<P align="center" style="font-size: 10pt">9
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;Each Award of a Performance Share shall be paid in whole shares of Stock, or cash,
or a combination of Stock and cash either as a lump sum payment or in annual installments,
all as the Committee shall determine, with payment to commence as soon as practicable after
the end of the relevant Performance Period.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>7. RESTRICTED STOCK</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Except as provided in Section&nbsp;9, Restricted Stock shall be subject to a
restriction period (after which restrictions will lapse) which shall mean a period
commencing on the date the Award is granted and ending on such date as the Committee shall
determine (the &#147;Restriction Period&#148;). The Committee may provide for the lapse of
restrictions in installments where deemed appropriate and it may also require the
achievement of predetermined performance objectives in order for such shares to vest.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Except when the Committee determines otherwise pursuant to Section&nbsp;7(d), if a Key
Employee terminates employment with all Participating Companies for any reason before the
expiration of the Restriction Period, all shares of Restricted Stock still subject to
restriction shall be forfeited by the Key Employee and shall be reacquired by the Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Except as otherwise provided in this Section&nbsp;7, no shares of Restricted Stock
received by a Key Employee shall be sold, exchanged, transferred, pledged, hypothecated or
otherwise disposed of during the Restriction Period.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;In cases of death, Total Disability or Retirement or in cases of special
circumstances, the Committee may, in its sole discretion when it finds that a waiver would
be in the best interests of the Company, elect to waive any or all remaining restrictions
with respect to such Key Employee&#146;s Restricted Stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;The Committee may require, under such terms and conditions as it deems appropriate
or desirable, that the certificates for Stock delivered under the Plan may be held in
custody by a bank or other institution, or that the Company may itself hold such shares in
custody until the Restriction Period expires or until restrictions thereon otherwise lapse,
and may require, as a condition of any Award of Restricted Stock that the Key Employee shall
have delivered a stock power endorsed in blank relating to the Restricted Stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;Nothing in this Section&nbsp;7 shall preclude a Key Employee from exchanging any shares
of Restricted Stock subject to the restrictions contained herein for any other shares of
Stock that are similarly restricted.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;Subject to Section 7(e) and Section&nbsp;8, each Key Employee entitled to receive Restricted
Stock under the Plan shall be issued a certificate for the shares of Stock. Such certificate
shall be registered in the name of the Key Employee, and shall bear an appropriate legend
reciting the terms, conditions and restrictions, if any,
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">applicable to such Award and shall be subject to appropriate stop-transfer orders.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>8. CERTIFICATES FOR AWARDS OF STOCK</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The Company shall not be required to issue or deliver any certificates for shares
of Stock prior to (i)&nbsp;the listing of such shares on any stock exchange on which the Stock
may then be listed and (ii)&nbsp;the completion of any registration or qualification of such
shares under any federal or state law, or any ruling or regulation of any government body
which the Company shall, in its sole discretion, determine to be necessary or advisable.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;All certificates for shares of Stock delivered under the Plan shall also be subject
to such stop-transfer orders and other restrictions as the Committee may deem advisable
under the rules, regulations, and other requirements of the Securities and Exchange
Commission, any stock exchange upon which the Stock is then listed and any applicable
federal or state securities laws, and the Committee may cause a legend or legends to be
placed on any such certificates to make appropriate reference to such restrictions. In
making such determination, the Committee may rely upon an opinion of counsel for the
Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Except for the restrictions on Restricted Stock under Section&nbsp;7, each Key Employee
who receives Stock in settlement of an Award of Stock, shall have all of the rights of a
shareholder with respect to such shares, including the right to vote the shares and receive
dividends and other distributions. No Key Employee awarded an Option, a Right or Performance
Share, and no Director awarded an Option or Right, shall have any right as a shareholder
with respect to any shares covered by his or her Option, Right or Performance Share prior to
the date of issuance to him or her of a certificate or certificates for such shares.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>9. CHANGE OF CONTROL</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;For purposes of this Plan, a Change of Control shall occur if:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;a report on Schedule&nbsp;13D shall be filed with the Securities and Exchange Commission
pursuant to Section 13(d) of the Act disclosing that any Person, other than the Company or a
subsidiary of the Company or any employee benefit plan sponsored by the Company or a
subsidiary of the Company is the Beneficial Owner of twenty percent or more of the
outstanding stock of the Company entitled to vote in the election of directors of the
Company;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;any Person other than the Company or a subsidiary of the Company or any employee
benefit plan sponsored by the Company or a subsidiary of the Company shall purchase shares
pursuant to a tender offer or exchange offer to acquire any stock of the Company (or
securities convertible into stock) for cash, securities or any other consideration, provided
that after consummation of the offer, the Person in question
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">is the Beneficial Owner of fifteen percent or more of the outstanding stock of the Company
entitled to vote in the election of directors of the Company (calculated as provided in
paragraph (d)&nbsp;of Rule&nbsp;13d-3 under the Act in the case of rights to acquire stock);
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;the stockholders of the Company shall approve (A)&nbsp;any consolidation or merger
in which the Company is not the continuing or surviving corporation or pursuant to which
shares of stock of the Company entitled to vote in the election of directors of the Company
would be converted into cash, securities or other property, other than a consolidation or
merger of the Company in which holders of such stock of the Company immediately prior to the
consolidation or merger have the same proportionate ownership of common stock of the
surviving corporation entitled to vote in the election of directors immediately after the
consolidation or merger as immediately before, or (B)&nbsp;any sale, lease, exchange or other
transfer (in one transaction or a series of related transactions) of all or substantially
all the assets of the Company; or
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;within any 12&nbsp;month period, the persons who were directors of the Company immediately
before the beginning of such period (the &#147;Incumbent Directors&#148;) shall cease (for any reason
other than death) to constitute at least a majority of the Board or the board of directors
of any successor to the Company, provided that any director who was not a director at the
beginning of such period shall be deemed to be an Incumbent Director if such director (A)
was elected to the Board by, or on the recommendation of or with the approval of, at least
two-thirds of the directors who then qualified as Incumbent Directors either actually or by
prior operation of this clause (iv), and (B)&nbsp;was not designated by a Person who has entered
into an agreement with the Company to effect a transaction described in the immediately
preceding paragraph (iii).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Notwithstanding any provision in this Plan to the contrary, upon the occurrence
of a Change of Control:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;Each Option and related Right outstanding on the date such Change of Control
occurs, and which is not then fully vested and exercisable, shall immediately vest and
become exercisable to the full extent of the original grant for the remainder of its term.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;The surviving or resulting corporation may, in its discretion, provide for the
assumption or replacement of each outstanding Option and related Right granted under the
Plan on terms which are no less favorable to the optionee than those applicable to the
Options and Rights immediately prior to the Change of Control.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;The restrictions applicable to shares of Restricted Stock held by Key Employees
pursuant to Section&nbsp;7 shall lapse upon the occurrence of a Change of Control, and such Key
Employees shall receive immediately unrestricted certificates for all of such shares.
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;If a Change of Control occurs during the course of a Performance Period or any
Restriction Period applicable to an Award of Performance Shares pursuant to Section&nbsp;6, then
a Key Employee shall be deemed to have satisfied the Performance Objectives effective on the
date of such occurrence.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)&nbsp;Notwithstanding any provision in this Plan to the contrary, in the event of a
Change of Control the Committee may, in its discretion, provide any of the following either
absolutely or subject to the election of such Key Employees:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">a. Each Option and related Right shall be surrendered or exercised for an immediate
lump sum cash amount equal to the excess of the Formula Price over the exercise
price;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">b. Each Award of Restricted Stock and Award of Performance Shares shall be exchanged
for an immediate lump sum cash amount equal to the number of outstanding units or shares
awarded to such Key Employee multiplied by the Formula Price.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi)&nbsp;For purposes of this Section&nbsp;9(b), &#147;Formula Price&#148; means the highest of: (A)&nbsp;the
highest composite daily closing price of the Stock during the period beginning on the
60<SUP style="font-size: 85%; vertical-align: text-top">th</SUP> calendar day prior to the Change of Control and ending on the date of such
Change of Control, (B)&nbsp;the highest gross price paid for the Stock during the same period of
time, as reported in a report on Schedule&nbsp;13D filed with the Securities and Exchange
Commission, or (C)&nbsp;the highest gross price paid or to be paid for a share of Stock (whether
by way of exchange, conversion, distribution upon merger, liquidation or otherwise) in any
of the transactions set forth in this Section as constituting a Change of Control; provided
that in the case of the exercise of any such Right related to an Incentive Stock Option,
&#147;Formula Price&#148; shall mean the Fair Market Value of the Stock at the time of such exercise.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;In the event of a Change of Control, no amendment, suspension or termination of
the Plan thereafter shall impair or reduce the rights of any person with respect to any
award made under the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>10. BENEFICIARY</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Each Key Employee, Director and/or his or her Transferee may file with the Company
a written designation of one or more persons as the Beneficiary who shall be entitled to
receive the Award, if any, payable under the Plan upon his or her death. A Key Employee,
Director or Transferee may from time to time revoke or change his or her Beneficiary
designation without the consent of any prior Beneficiary by filing a new designation with
the Company. The last such designation received by the Company shall be controlling;
provided, however, that no designation, or change or revocation thereof, shall be effective
unless received by the Company prior to the Key Employee&#146;s, Director&#146;s or Transferee&#146;s
death, as the case may be, and in no event shall it be effective
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">as of a date prior to such receipt.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;If no such Beneficiary designation is in effect at the time of a Key Employee&#146;s,
Director&#146;s or Transferee&#146;s death, as the case may be, or if no designated Beneficiary
survives the Key Employee, Director or Transferee or if such designation conflicts with law,
the Key Employee&#146;s, Director&#146;s or Transferee&#146;s estate, as the case may be, shall be entitled
to receive the Award, if any, payable under the Plan upon his or her death. If the Committee
is in doubt as to the right of any person to receive such Award, the Company may retain such
Award, without liability for any interest thereon, until the Committee determines the rights
thereto, or the Company may pay such Award into any court of appropriate jurisdiction and
such payment shall be a complete discharge of the liability of the Company therefore.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>11. ADMINISTRATION OF THE PLAN</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Each member of the Committee shall be both a member of the Board and both a
&#147;non-employee director&#148; within the meaning of Rule&nbsp;16b-3 under the Act or successor rule or
regulation and an &#147;outside director&#148; for purposes of Section 162(m) of the Internal Revenue
Code.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;All decisions, determinations or actions of the Committee made or taken pursuant to
grants of authority under the Plan shall be made or taken in the sole discretion of the
Committee and shall be final, conclusive and binding on all persons for all purposes.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The Committee shall have full power, discretion and authority to interpret,
construe and administer the Plan and any part thereof, and its interpretations and
constructions thereof and actions taken thereunder shall be, except as otherwise determined
by the Board, final, conclusive and binding on all persons for all purposes.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;The Committee&#146;s decisions and determinations under the Plan need not be uniform and
may be made selectively among Key Employees, whether or not such Key Employees are similarly
situated.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;The Committee may, in its sole discretion, delegate such of its powers as it deems
appropriate to the chief executive officer or other members of senior management, except
that Awards to executive officers shall be made solely by the Committee or the Board of
Directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;If a Change of Control has not occurred and if the Committee determines that a Key
Employee has taken action inimical to the best interests of any Participating Company, the
Committee may, in its sole discretion, terminate in whole or in part such portion of any
Option (including any related Right) as has not yet become exercisable at the time of
termination, terminate any Performance Share Award for which the Performance Period has not
been completed or terminate any Award of Restricted Stock for which the Restriction Period
has not lapsed.
</DIV>

<P align="center" style="font-size: 10pt">14
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>12. AMENDMENT, EXTENSION OR TERMINATION</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;The Board may, at any time, amend or terminate the Plan and, specifically, may make
such modifications to the Plan as it deems necessary to avoid the application of Section
162(m) of the Code and the Treasury regulations issued thereunder. However, no amendment
applicable to Incentive Stock Options shall, without approval by a majority of the Company&#146;s
stockholders, (a)&nbsp;alter the group of persons eligible to participate in the Plan, or (b)
except as provided in Section&nbsp;13 increase the maximum number of shares of Stock which are
available for Awards under the Plan. If a Change of Control has occurred, no amendment or
termination shall impair the rights of any person with respect to a prior Award.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>13. ADJUSTMENTS IN EVENT OF CHANGE IN COMMON STOCK</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;In the event of any reorganization, merger, recapitalization, consolidation,
liquidation, stock dividend, stock split, reclassification, combination of shares, rights
offering, split-up or extraordinary dividend (including a spin-off) or divestiture, or any
other change in the corporate structure or shares, the Committee may make such adjustment in
the Stock subject to Awards, including Stock subject to purchase by an Option, or the terms,
conditions or restrictions on Stock or Awards, including the price payable upon the exercise
of such Option and the number of shares subject to restricted stock awards, as the Committee
deems equitable.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>14. SUBSTITUTE AWARDS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Committee shall be authorized to issue substitute The Hartford stock options and
related rights to those key employees of Participating Companies who surrender options to
acquire stock in ITT Corporation. The Committee may make a determination as to the exercise
price and number of such substitute options as it may determine in order to preserve the
economic value of the surrendered ITT options and related rights in the aggregate amount not
to exceed 16,000,000 shares. Subject to this limitation, shares of The Hartford Common Stock
to be issued upon the exercise of substitute stock options may be made available from
authorized but unissued shares or from treasury or shares held by The Hartford in shares
purchased in the open market.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The maximum number of substitute The Hartford stock options and related rights that may
be granted to an individual employee is 1,050,000 or such lower number as may be necessary
to preserve the economic value of the surrendered ITT options and related rights by any such
individual employee.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The terms and conditions of each substitute stock award, including, without limitation,
the expiration date of the option, the time or times when, and the manner in which, each
substitute option shall be exercisable, the duration of the exercise period, the method of
exercise, settlement and payment, and the rules in the event of termination, shall be the
same as those of the surrendered ITT award.
</DIV>

<P align="center" style="font-size: 10pt">15
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Committee shall also be authorized to issue substitute grants of The Hartford
Restricted Stock to replace shares of ITT restricted stock surrendered by employees of
Participating Companies. Such substitute shares shall be subject to the same terms and
conditions as the surrendered shares of ITT restricted stock, including, without limitation,
the restriction period of such ITT shares.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>15. MISCELLANEOUS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Except as provided in Section&nbsp;9, nothing in this Plan or any Award granted
hereunder shall confer upon any employee any right to continue in the employ of any
Participating Company or interfere in any way with the right of any Participating Company to
terminate his or her employment at any time. No Award payable under the Plan shall be deemed
salary or compensation for the purpose of computing benefits under any employee benefit plan
or other arrangement of any Participating Company for the benefit of its employees unless
the Company shall determine otherwise. No Key Employee shall have any claim to an Award
until it is actually granted under the Plan. To the extent that any person acquires a right
to receive payments from the Company under this Plan, such right shall be no greater than
the right of an unsecured general creditor of the Company. All payments to be made hereunder
shall be paid from the general funds of the Company and no special or separate fund shall be
established and no segregation of assets shall be made to assure payment of such amounts
except as provided in Section 7(e) with respect to Restricted Stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The Committee may cause to be made, as a condition precedent to the payment of any
Award, or otherwise, appropriate arrangements with the Key Employee or his or her
Beneficiary, for the withholding of any federal, state, local or foreign taxes.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The Plan and the grant of Awards shall be subject to all applicable federal and
state laws, rules, and regulations and to such approvals by any government or regulatory
agency as may be required.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;The terms of the Plan shall be binding upon the Company and its successors and
assigns.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;Captions preceding the sections hereof are inserted solely as a matter of
convenience and in no way define or limit the scope or intent of any provision hereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>16. EFFECTIVE DATE, TERM OF PLAN AND SHAREHOLDER APPROVAL</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The effective date of the Plan shall be December&nbsp;19, 1995. No Award shall be granted
under this Plan after the Plan&#146;s termination date. The Plan&#146;s termination date shall be the
earlier of: (a)&nbsp;December&nbsp;31, 2005, or (b)&nbsp;the date on which the Maximum Limit is reached;
provided, however, that the Plan will continue in effect for existing Awards as long as any
such Award is outstanding.
</DIV>


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</DIV>


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