HARTFORD FINANCIAL SERVICES GROUP INC/DE
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>exh10_09.txt
<DESCRIPTION>THE HARTFORD FINANCIAL SERVICES GROUP, INC.
<TEXT>



                   THE HARTFORD FINANCIAL SERVICES GROUP, INC.

           17,211,837 SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE

________________________________________________________________________________

                        THE HARTFORD INCENTIVE STOCK PLAN

________________________________________________________________________________

                                PLAN INFORMATION

________________________________________________________________________________




       THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES
           THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.

The prospectus covers such additional  securities as may be issuable as a result
of  anti-dilution  provisions  contained  in the  instruments  pursuant to which
securities covered by the prospectus are issued.



________________________________________________________________________________

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THE PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.





___________________________________________________________________________
AMENDED AND RESTATED AS OF OCTOBER 16, 2003


<PAGE>



         Additional  information  about The Hartford  Incentive  Stock Plan (the
"Plan") and its administration may be obtained without charge by written or oral
request  to the  Manager  of Stock  Option  Plan  Administration,  The  Hartford
Financial  Services Group, Inc. ("the Company"),  Hartford Plaza,  Hartford,  CT
06115, telephone number (860) 547-5000.

                              AVAILABLE INFORMATION

         The Company  will  provide,  without  charge,  upon the written or oral
request of any person to whom this Prospectus is delivered, a copy of any of the
following  documents,  all of  which  are  incorporated  by  reference  in  this
Prospectus:

         (a)      The Company's latest Annual Report on Form 10-K filed with the
                  Securities and Exchange Commission (the "Commission") pursuant
                  to Section  13(a) or 15(d) of the  Securities  Exchange Act of
                  1934, as amended (the "Exchange Act");

         (b)      All other reports filed  pursuant to Section 13(a) or 15(d) of
                  the  Exchange  Act since the end of the fiscal year covered by
                  the Form 10-K referred to in (a) above; and

         (c)      The  description of the Company's  common stock and the rights
                  associated  with the  Company's  common  stock  contained in a
                  registration statement filed under the Exchange Act, including
                  any amendment or report filed for the purpose of updating such
                  description.

         All  documents  subsequently  filed with the  Commission by the Company
pursuant to Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act, after the
date  hereof  and  prior  to the  filing  of a  post-effective  amendment  which
indicates that all securities  offered have been sold or which  deregisters  all
securities then remaining unsold shall be deemed to be incorporated by reference
in the  Prospectus  and to be a part  thereof  from  the  date  of  filing  such
documents.

         In addition, the Company will provide, without charge, upon the written
or oral  request  of any  person  to whom  this  Prospectus  is  delivered,  the
following documents:

         (a)      When  updating  information  is  furnished,   a  copy  of  all
                  documents  previously  delivered  containing Plan  information
                  that then constitute part of this Prospectus; and

         (b)      A  copy  of  whichever  of  the   following   was   previously
                  distributed  pursuant to Rule  428(b)(2)  under the Securities
                  Act of 1933, as amended (the "Securities Act"):

                  (i)      The   Company's   annual   report   to   stockholders
                           containing the information  required by Rule 14a-3(b)
                           under the Exchange Act for its latest fiscal year;

                  (ii)     The  Company's  annual  report  on Form  10-K for its
                           latest fiscal year; or

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<PAGE>

                  (iii)    The latest  prospectus  filed pursuant to Rule 424(b)
                           under  the  Securities  Act  that  contains   audited
                           financial  statements for the Company's latest fiscal
                           year.

         Any  statement  contained  in a document  incorporated  or deemed to be
         incorporated  by  reference  in the  Prospectus  shall be  deemed to be
         modified or  superseded  for purposes of the  Prospectus  to the extent
         that  a  statement   contained  in  the  Prospectus  or  in  any  other
         subsequently   filed  document  which  also  is  or  is  deemed  to  be
         incorporated by reference in the Prospectus modifies or supersedes such
         statement.  Any such  statement so modified or superseded  shall not be
         deemed,  except as so modified or  superseded,  to constitute a part of
         the Prospectus. Any such document, as well as the Company's most recent
         annual  report to  shareholders  and any other report or  communication
         distributed to the Company's  shareholders  generally,  may be obtained
         without  charge by  written  or oral  request  to the  Manager of Stock
         Option Plan  Administration,  The Hartford  Financial  Services  Group,
         Inc.,  Hartford Plaza,  Hartford,  CT 06115,  telephone  number:  (860)
         547-5000.


                                      - 3 -
<PAGE>

                                TABLE OF CONTENTS



General Information......................................................      4
The Hartford Incentive Stock Plan........................................      5
Administration...........................................................     23
Federal Tax Treatment....................................................     23


                               GENERAL INFORMATION

         The Plan contains a limit on the  aggregate  number of shares which may
be awarded for the duration of the Plan.  The maximum  limit  applicable  to all
share  awards for the  duration of the Plan is eight  percent  (8%) of the total
outstanding  shares of the Company's  common stock as of the date of shareholder
approval  of the  Plan.  In  addition,  no more  than  20% of the  total  may be
available for awards of restricted  stock or performance  shares under the Plan.
The Plan  limits the award of stock  options to any one person in any year to no
more than 1,000,000 shares.  The Plan limits the award of performance  shares to
any one person in any year to no more than 200,000 shares.

         The  Plan  permits  the  committee  administering  the  Plan  to  award
performance shares and restricted stock, as well as non-qualified  stock options
and  incentive  stock  options,  with  or  without  stock  appreciation  rights.
Reference is made to the text of the Plan herein for a complete  description  of
awards  permitted  under the Plan and the  relevant  provisions  and  conditions
applicable thereto.

         The  prospectus  does not cover resales of the  Company's  common stock
acquired  pursuant  to the  provisions  of the Plan.  Resales  may be subject to
restrictions  or  limitations  imposed  by the  Securities  Act of 1933  and the
Securities Exchange Act of 1934.

         The  Plan  is not  subject  to any of the  provisions  of the  Employee
Retirement Income Security Act of 1974. Furthermore, Section 401 of the Internal
Revenue Code relating to certain  qualified  pension,  profit-sharing  and stock
bonus plans does not apply to the Plan.

         Plan   participants   receive   information   with   respect  to  their
participation,  including  the date of grant,  the  exercise  price,  the amount
exercisable  and  the  expiration  date,  as  well  as  applicable   information
concerning  whatever  performance  shares or restricted stock may be relevant to
them.

         Set forth below is the text of the Plan.


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<PAGE>
                        THE HARTFORD INCENTIVE STOCK PLAN


         1.       PURPOSE

                  The  purpose of the Plan is to  motivate  and reward  superior
         performance on the part of Key Employees of The Hartford 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 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.

         2.       DEFINITIONS

                  When used herein, the following terms shall have the following
         meanings:

                  "ACT" means the Securities Exchange Act of 1934, as amended.

                  "AWARD" 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.

                  "AWARD DOCUMENT" means the written notice, agreement, or other
         document evidencing each Award granted under the Plan.

                  "BENEFICIAL   OWNER"   means  any  Person  who,   directly  or
         indirectly,  has the  right to vote or  dispose  of or has  "beneficial
         ownership"  (within  the  meaning of Rule  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: (a) 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  (i) 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 regulations  thereunder,  or (ii) 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  (i) or (ii)  above,
         whether or not such  agreement,  arrangement or  understanding  is also
         then  reportable  by such Person on Schedule  13D under the Act (or any
         comparable or successor  report);  and (b) a Person engaged in business
         as an  underwriter  of  securities  shall  not  be  deemed  to  be  the


                                      - 5 -
<PAGE>

         Beneficial  Owner  of  any  security  acquired  through  such  Person's
         participation in good faith in a firm commitment underwriting until the
         expiration of forty days after the date of such acquisition.

                  "BENEFICIARY"   means   the   beneficiary   or   beneficiaries
         designated  pursuant to the Plan to receive the amount, if any, payable
         under the Plan upon the death of an Award recipient.

                  "BOARD" means the Board of Directors of the Company.

                  "CHANGE OF CONTROL"  means the  occurrence of an event defined
         in Section 9 of the Plan.

                  "CODE" means the Internal Revenue Code of 1986, as amended.

                  "COMMITTEE" means the Compensation and Personnel  Committee of
         the Board or such other  committee as may be designated by the Board to
         administer the Plan.

                  "COMPANY" means The Hartford  Financial  Services Group,  Inc.
         and its successors and assigns.

                  "DIRECTOR"  means a member of the Board who is not an employee
         of any Participating Company.

                  "ELIGIBLE  EMPLOYEE" means an Employee as defined in the Plan;
         provided, however, that except as the Board or the Committee,  pursuant
         to authority  delegated by the Board, may otherwise  provide on a basis
         uniformly  applicable  to all  persons  similarly  situated,  "Eligible
         Employee"  shall not include any  "Ineligible  Person," which includes:
         (a) a person  who (i) holds a  position  with the  Company's  "HARTEMP"
         Program,  (ii) is hired to work for a  Participating  Company through a
         temporary  employment  agency,  or (iii) 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; (b) a person who is a leased
         employee   (within  the  meaning  of  Code  Section   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 (c)
         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 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.

                  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

                                      - 6 -
<PAGE>

         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.


                  "EMPLOYEE"   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.

                  "FAIR  MARKET  VALUE,"  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.

                  "FORMULA   PRICE"  means  the  highest  of:  (a)  the  highest
                                                 -------
         composite daily closing price of the Stock during the period  beginning
         on the 60th  calendar  day prior to the Change of Control and ending on
         the date of such  Change of Control,  (b) the highest  gross price paid
         for the Stock  during the same period of time,  as reported in a report
         on Schedule 13D filed with the Securities and Exchange  Commission,  or
         (c) 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
         Section 9 of the Plan as  constituting  a Change of  Control;  provided
         that in the  case of the  exercise  of any  such  Right  related  to an
         Incentive  Stock  Option,  "Formula  Price"  shall mean the Fair Market
         Value of the Stock at the time of such exercise.

                  "INCENTIVE  STOCK OPTION" means a stock option qualified under
         Section 422 of the Code.

                  "KEY  EMPLOYEE"  means an  Eligible  Employee  (including  any
         officer  or  director   who  is  also  an  Eligible   Employee)   whose
         responsibilities  and  decisions,  in the  judgment  of the  Committee,
         directly affect the performance of the Company and its subsidiaries.

                  "OPTION"  means an option  awarded under Section 5 of the Plan
         to purchase  Stock of the  Company,  which  option may be an  Incentive
         Stock Option or a non-qualified stock option.

                  "PARTICIPATING COMPANY" means the Company or any subsidiary or
         other affiliate of the Company; provided,  however, for Incentive Stock
         Options  only,   "Participating  Company"  means  the  Company  or  any
         corporation  which at the time such  Option is granted  qualifies  as a
         "subsidiary" of the Company under Section 424(f) of the Code.

                  "PERFORMANCE  SHARE" means a  performance  share awarded under
         Section 6 of the Plan.

                                      - 7 -
<PAGE>

                  "PERSON"  has the  meaning  ascribed  to such term in  Section
         3(a)(9) of the Act,  as  supplemented  by Section  13(d)(3) of the Act;
         provided,  however, that Person shall not include: (a) the Company, any
         subsidiary  of  the  Company  or any  other  Person  controlled  by the
         Company,  (b) any trustee or other fiduciary  holding  securities under
         any employee  benefit plan of the Company or of any  subsidiary  of the
         Company,  or (c) 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.

                  "PLAN" means The Hartford  Incentive  Stock Plan,  as the same
         may be amended, administered or interpreted from time to time.

                  "PLAN YEAR" means the calendar year.

                  "POTENTIAL CHANGE OF CONTROL" means the occurrence of an event
         defined in Section 9 of the Plan.

                  "RETIREMENT" means the following:

                  (a) KEY EMPLOYEES HIRED BEFORE 2001.  Solely with respect to a
                      -------------------------------
         Key Employee  with an original hire date with a  Participating  Company
         before  January  1, 2001 who:  (i) is covered in whole or in part under
         the final  average pay formula of the  Retirement  Plan, or (ii) is not
         eligible for coverage under the  Retirement  Plan,  "Retirement"  means
         satisfaction of the requirements  for early or normal  retirement under
         the final average pay formula of the Retirement Plan (assuming such Key
         Employee  were  covered  under the final  average  pay  formula  of the
         Retirement  Plan),  provided such event results in such Key  Employee's
         separation from employment with the Company, or

                  (b) KEY EMPLOYEES HIRED DURING 2001.  Solely with respect to a
                      -------------------------------
         Key Employee with an original hire date with a Participating Company on
         or after January 1, 2001 but before January 1, 2002 who: (i) is covered
         under the cash balance  formula of the Retirement  Plan, or (ii) is not
         eligible for coverage under the  Retirement  Plan,  "Retirement"  means
         satisfaction of the requirements  for early or normal  retirement under
         the final average pay formula of the Retirement Plan (assuming such Key
         Employee  were  covered  under the final  average  pay  formula  of the
         Retirement  Plan),   provided  such  event  results  in  such  Member's
         separation from the employment of the Company.

                  "RETIREMENT PLAN" means The Hartford  Retirement Plan for U.S.
         Employees, as amended from time to time.

                  "RESTRICTED  STOCK" means Stock awarded under Section 7 of the
         Plan subject to such restrictions as the Committee deems appropriate or
         desirable.

                  "RIGHT" means a stock appreciation right awarded in connection
         with an Option under Section 5 of the Plan.


                                      - 8 -
<PAGE>

                  "STOCK"  means  the  common  stock  ($.01  par  value)  of The
         Hartford.

                  "THE  HARTFORD"  means the Company and its  subsidiaries,  and
         their successors and assigns.

                  "TOTAL DISABILITY" 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.

                  "TRANSFEREE"  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.


         3.       SHARES SUBJECT TO THE PLAN

                  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 "Maximum Limit").  The Maximum
         Limit  shall  be eight  percent  (8%) of the  total of the  outstanding
         shares of Stock as of the date of shareholder approval of the Plan.

                  In  addition  to the  foregoing,  in no event  shall more than
         twenty  percent  (20%) of the total  number  of shares on a  cumulative
         basis be available for Restricted  Stock and Performance  Share Awards.
         Further,  for any Plan Year: (a) no individual Key Employee may receive
         an  Award  of  Options  for  more  than  1,000,000  shares,  and (b) no
         individual Key Employee may receive an Award of Performance  Shares for
         more than 200,000 shares.

                  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.

                  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 equals 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  of  Stock  that  are
         exchanged (either actually or  constructively)  by optionees as full or
         partial payment to the Company of the purchase price of shares of Stock
         being acquired through the exercise of an Option granted under the Plan
         may be available for subsequent Awards.


                                      - 9 -
<PAGE>

         4.       GRANT OF AWARDS AND AWARD DOCUMENTS

                  (a)  Subject  to the  provisions  of the Plan,  the  Committee
         shall:  (i)  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)  determine  the amount or number of shares of
         Stock  subject  to  each  Award;  and  (iv)  determine  the  terms  and
         conditions of each Award.

                  (b) Each Award  granted under the Plan shall be evidenced by a
         written Award  Document.  Such Award  Document  shall be subject to and
         incorporate  the express terms and  conditions  of each Award,  if any,
         required under the Plan or required by the Committee.


         5.       STOCK OPTIONS AND RIGHTS

                  (a) With respect to Options and Rights,  the Committee  shall:
         (i) authorize the granting of Incentive  Stock  Options,  non-qualified
         stock  options,  or  a  combination  of  Incentive  Stock  Options  and
         non-qualified  stock  options;  (ii)  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)
         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.

                  (b) 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 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.

                  (c) 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.

                  (d) 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.

                  (e) 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.

                                     - 10 -
<PAGE>

                  (f) Except as provided in Section 9, the purchase price of the
         shares of Stock as to which an Option is exercised shall be paid to the
         Company at the time of exercise either in cash,  Stock already owned by
         the  optionee,  or a combination  of the foregoing  having a total Fair
         Market Value 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 for such purpose as it deems appropriate.

                  (g) In case of a Key Employee's termination of employment with
         all Participating Companies, the following provisions shall apply:



                           (i) If a Key  Employee who has been granted an Option
         shall die  before  such  Option has  expired,  his or her Option may be
         exercised  in full  by:  (A) the  person  or  persons  to whom  the Key
         Employee's  rights under the Option pass by will,  or if no such person
         has such right, by his or her executors or  administrators;  (B) his or
         her Transferee(s) (with respect to non-qualified  Options);  or (C) his
         or her  Beneficiary  designated  pursuant to the Plan,  at any time, or
         from  time  to  time,  within  five  years  after  the  date of the Key
         Employee'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.  Any such Options not
         fully  exercisable  immediately  prior to such  optionee's  death shall
         become fully  exercisable upon such death unless the Committee,  in its
         sole discretion, shall otherwise determine.

                           (ii)  If  the  Key  Employee's  employment  with  all
         Participating  Companies  terminates:  (A)  because of his or her Total
         Disability,  or (B)  solely  in the  case  of a Key  Employee  with  an
         original hire date with a Participating Company before January 1, 2002,
         because  of his or  her  voluntary  termination  of  employment  due to
         Retirement;  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's
         Total Disability or Retirement shall become fully exercisable upon such
         Total  Disability  or  Retirement  unless  the  Committee,  in its sole
         discretion, shall otherwise determine.

                           (iii)  Except as  provided  in Section  5(g)(ii)  and
         Section 9, if the Key Employee shall voluntarily resign from employment
         or he or she is terminated  for cause as  determined by the  Committee,
         the Options or Rights shall be canceled  coincident  with the effective
         date of the termination of employment.

                           (iv)  Except  as  provided  in  Section 9,  if  a Key
         Employee's  employment  terminates for any other reason,  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 three months after
         the date of the  termination of his or her  employment,  or within such
         other period, and subject to such terms

                                     - 11 -
<PAGE>

         and  conditions as the  Committee  may specify,  but not later than the
         expiration date specified in Section 5(c) above.

                  (h) Except as  provided  in this  Section  5(h) or required by
         applicable  law,  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.  Notwithstanding  the  foregoing,  all or a
         portion of a  non-qualified  Option may be transferred  and assigned by
         such persons designated by the Committee,  to such persons or groups of
         persons  designated as permissible  Transferees  by the Committee,  and
         upon such terms and  conditions  as the Committee may from time to time
         authorize and determine in its sole discretion.

                  (i) Except as provided in Section 9, if a  Director's  service
         on the Board terminates for any reason,  including without  limitation,
         termination due to death,  disability or retirement,  such Director (or
         Beneficiary,  in the event of death) 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's  Award Document 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.

                  (j) 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
         "incentive stock option" within the meaning of Section 422 of the Code.

                  (k) With  respect  to the  exercisability  and  settlement  of
         Rights:

                           (i) 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) the Fair  Market  Value of a  specified
         number of shares of Stock at the time of exercise, as determined by the
         Committee,  over (B) a specified  amount  which  shall not,  subject to
         Section  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.

                           (ii) In the event of the exercise of such Right,  the
         Company's  obligation in respect of any related  Option or such portion
         thereof will be discharged by payment of the Right so exercised.

                                     - 12 -
<PAGE>

6.       PERFORMANCE SHARES

                  (a)  Subject  to the  provisions  of the Plan,  the  Committee
         shall:  (i)  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)  determine  the  performance  period  (the
         "Performance  Period") and  performance  objectives  (the  "Performance
         Objectives")  applicable  to such Awards,  (iii)  determine  whether to
         impose a restriction  period (the "Restriction  Period")  following the
         completion of the Performance Period applicable to any Key Employees or
         groups of Key  Employees,  (iv)  determine  the form of settlement of a
         Performance Share, and (v) 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.

                  (b) The Committee shall determine a Performance  Period of not
         less than one 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.

                  (c) The  Committee  may  impose a  Restriction  Period  of any
         duration  determined  appropriate in its sole  discretion,  which shall
         apply immediately following the completion of the Performance Period to
         which it relates.

                  (d) 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) 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) based on comparative performance of any one or more
         of the following  relative to other  entities:  (A) earnings per share,
         (B) return on equity,  (C) cash flow, (D) return on total capital,  (E)
         return on assets,  (F) economic  value added,  (G) increase in surplus,
         (H)  reductions  in  operating  expenses,  (I)  increases  in operating
         margins,  (J) earnings before income taxes and depreciation,  (K) total
         shareholder return, (L) return on invested capital, (M) cost reductions
         and savings,  (N) earnings before  interest,  taxes,  depreciation  and
         amortization ("EBITDA"), (O) pre-tax operating income, (P) productivity
         improvements,   or  (iii)  a  Key  Employee'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.

                                     - 13 -
<PAGE>

                  (e) 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  following  completion of the Performance Period or if later,
         following  any  applicable   Restriction   Period,  if  the  applicable
         Performance Objectives are met in whole or in part.

                  (f)  If  a  Key   Employee   terminates   service   with   all
         Participating  Companies during a Performance  Period or any applicable
         Restriction  Period:  (i)  because  of  death,  (ii)  because  of Total
         Disability, (iii) solely in the case of a Key Employee with an original
         hire date with a Participating  Company before January 1, 2002, because
         of his or her voluntary termination of employment due to Retirement, or
         (iv)  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 or if later,  at the end of any  applicable
         Restriction  Period,  based  upon the  extent to which the  Performance
         Objectives  were  satisfied at the end of such  Performance  Period and
         prorated for the portion of the  Performance  Period  together with any
         applicable  Restriction  Period  during  which  the  Key  Employee  was
         actively 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 or any applicable  Restriction Period for any other
         reason,  then such Key Employee shall not be entitled to any Award with
         respect to that Performance Period and/or Restriction Period unless the
         Committee shall otherwise determine.

                  (g) 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 or if later, at the end of
         any applicable Restriction Period.

                  (h)  Except  as  otherwise  required  by  applicable  law,  no
         Performance  Share granted under the Plan shall be  transferable  other
         than by will or by the laws of descent or distribution.

                                     - 14 -
<PAGE>

         7.       RESTRICTED STOCK

                  (a) Except as provided in Section 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
         "Restriction  Period").  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.  Except as  otherwise  provided  in the
         Plan, certificates for shares of Restricted Stock shall be delivered to
         a Key Employee as soon as  administratively  practicable  following the
         end of the applicable Restriction Period.

                  (b) Except when the Committee determines otherwise pursuant to
         Section  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.

                  (c) Except as otherwise provided in this Section 7 or required
         by  applicable  law, 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.

                  (d) In cases of:  (i)  death,  (ii)  Total  Disability,  (iii)
         solely in the case of a Key Employee  with an original hire date with a
         Participating  Company before January 1, 2002, a voluntary  termination
         of  employment  due  to  Retirement,   or  (iv)  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's Restricted Stock.

                  (e) 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,  or later as  provided  in  Section  14  hereof.  The
         Committee 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,  and  shall  require,  as a
         condition of  settlement  of any Award of Stock,  that the Key Employee
         satisfy  applicable tax withholding  obligations as provided in Section
         14 hereof.

                  (f) Nothing in this  Section 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.

                                     - 15 -
<PAGE>

                  (g) Subject to Section  7(e) and Section 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,  applicable  to such  Award and shall be  subject  to  appropriate
         stop-transfer orders.


         8.       CERTIFICATES FOR AWARDS OF STOCK

                  (a) The Company  shall not be required to issue or deliver any
         certificates  for  shares of Stock  prior to:  (i) the  listing of such
         shares on any  stock  exchange  on which the Stock may then be  listed,
         (ii) 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,  and (iii) the  satisfaction of
         any tax withholding obligations as provided in Section 14 hereof.

                  (b) 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.

                  (c) Except for the  restrictions  on  Restricted  Stock  under
         Section 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 a  Performance  Share,  and no Director  awarded an
         Option or Right,  shall have any right as a shareholder with respect to
         any shares of Stock 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.


         9.       CHANGE OF CONTROL

                  (a) For purposes of this Plan, a Change of Control shall occur
         if:

                           (i) a report on Schedule  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;

                                     - 16 -
<PAGE>

                           (ii)  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 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) of Rule  13d-3  under  the Act in the case of  rights to
         acquire stock);

                           (iii) any merger, consolidation,  recapitalization or
         reorganization  of the  Company  approved  by the  stockholders  of the
         Company  shall  be  consummated,   other  than  any  such   transaction
         immediately  following which the persons who were the Beneficial Owners
         of the  outstanding  securities of the Company  entitled to vote in the
         election  of  directors  of  the  Company  immediately  prior  to  such
         transaction  are the  Beneficial  Owners  of at least  55% of the total
         voting power represented by the securities of the entity surviving such
         transaction  entitled  to vote in the  election  of  directors  of such
         entity (or the  ultimate  parent of such entity) in  substantially  the
         same relative  proportions as their  ownership of the securities of the
         Company  entitled to vote in the  election of  directors of the Company
         immediately prior to such  transaction;  provided that, such continuity
         of  ownership  (and  preservation  of relative  voting  power) shall be
         deemed to be  satisfied  if the failure to meet such  threshold  (or to
         preserve such relative  voting power) is due solely to the  acquisition
         of voting  securities by an employee benefit plan of the Company,  such
         surviving entity or any subsidiary of such surviving entity;

                           (iv) 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   approved  by  the
         stockholders of the Company shall be consummated; or

                           (v) within any 24 month period,  the persons who were
         directors  of the  Company  immediately  before the  beginning  of such
         period (the  "Incumbent  Directors")  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 (v), and
         (B) was not  designated  by a Person who has entered  into an agreement
         with the Company to effect a transaction described in Section 9(a)(iii)
         or Section 9(a)(iv) of the Plan.

                  (b) For purposes of this Plan,  a Potential  Change of Control
         shall occur if:

                           (i) A Person shall commence a tender offer,  which if
         successfully  consummated,  would  result  in  such  Person  being  the
         Beneficial  Owner of at least 15% of the stock of the Company  entitled
         to vote in the election of directors of the Company;

                                     - 17 -
<PAGE>



                           (ii)  The  Company  enters  into  an  agreement,  the
         consummation of which would constitute a Change of Control;

                           (iii)  Solicitation  of proxies  for the  election of
         directors of the Company by anyone other than the  Company,  which,  if
         such directors were elected, would result in the occurrence of a Change
         of Control as described in Section 9(a)(v); or

                           (iv) Any other  event  shall occur which is deemed to
         be a Potential  Change of Control by the Board,  the Committee,  or any
         other appropriate committee of the Board in its sole discretion.

                  (c)   Notwithstanding  any  provision  in  this  Plan  to  the
         contrary, upon the occurrence of a Change of Control:

                           (i) 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.

                           (ii) 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.  If
         the surviving or resulting  corporation offers to assume or replace the
         Options and Rights,  the  optionee may elect to have his or her Options
         and Rights assumed or replaced, in whole or in part, or to surrender on
         the date the Change of Control occurs his or her Options and Rights, in
         whole or in part,  for cash  equal to the excess of the  Formula  Price
         over the exercise price.

                           (iii) In the event the successor corporation does not
         offer to  assume or  replace  the  outstanding  Options  and  Rights as
         described  in Section  9(b)(ii)  hereof,  each Option and Right will be
         exercised  on the date such Change of Control  occurs for cash equal to
         the excess of the Formula Price over the exercise price.

                           (iv)  The   restrictions   applicable  to  shares  of
         Restricted  Stock  held by Key  Employees  pursuant  to Section 7 shall
         lapse  upon  the  occurrence  of a  Change  of  Control,  and  such Key
         Employees  shall  be  entitled  to  elect,  at any time  during  the 60
         calendar days following such Change of Control,  to receive immediately
         after  the date the Key  Employee  makes  such  election  either of the
         following: (A) unrestricted certificates for all of such shares, or (B)
         a lump sum cash amount equal to the number of such shares multiplied by
         the Formula Price.  If a Key Employee does not make any election during
         the foregoing 60 day period,  such Key Employee shall be deemed to have
         made the election  described in Section  9(b)(vi)(A) as of the 60th day
         of such period,  and unrestricted  certificates shall be issued to such
         Key  Employee  immediately  following  such day as described in Section
         9(b)(vi)(A) hereof.

                                     - 18 -
<PAGE>

                           (v) 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 6, then a Key Employee
         shall be deemed to have  satisfied the  Performance  Objectives  and to
         have completed any applicable  Restriction Period effective on the date
         of such  occurrence.  Such Key  Employee  shall  be  paid,  immediately
         following  the  occurrence  of such Change of Control,  a lump sum cash
         amount equal to the number of outstanding Performance Shares awarded to
         such Key Employee multiplied by the Formula Price.

                  (d)   Notwithstanding  any  provision  in  this  Plan  to  the
         contrary,  in the event of a Change of Control as  described in Section
         9(b)(iii)  or Section  9(b)(iv) of the Plan,  in the case of an awardee
         whose  employment or service  involuntarily  terminates on or after the
         date of a shareholder approval described in either of such Sections but
         before the date of a consummation described in either of such Sections,
         the date of  termination  of such an  awardee's  employment  or service
         shall be deemed for  purposes of the Plan to be the day  following  the
         date of the applicable consummation.


         10.      BENEFICIARY

                  (a) 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's,  Director's
         or Transferee's  death, as the case may be, and in no event shall it be
         effective as of a date prior to such receipt.

                  (b) If no such  Beneficiary  designation  is in  effect at the
         time of death of a Key Employee,  Director or  Transferee,  as the case
         may be, or if no  designated  Beneficiary  survives  the Key  Employee,
         Director or Transferee or if such designation conflicts with applicable
         law, the estate of the Key  Employee,  Director or  Transferee,  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 therefor.

                                     - 19 -
<PAGE>

         11.      ADMINISTRATION OF THE PLAN

                  (a) 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.

                  (b) 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.

                  (c) The  Committee'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.

                   (d) The Committee may, in its sole discretion,  delegate such
         of its powers as it deems  appropriate  to the  Company's  Group Senior
         Vice  President,  Human  Resources  (or other person  holding a similar
         position) or the Company's Chief Executive Officer,  except that Awards
         to executive  officers shall be made, and matters related thereto shall
         be  determined,  solely  by the  Committee  or the  Board or any  other
         appropriate committee of the Board.


         12.      AMENDMENT, EXTENSION OR TERMINATION

              The Board or the Committee  may, at any time,  amend or modify 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:  (i) with
         respect only to Incentive Stock Options,  no amendment  shall,  without
         approval by a majority  of the  Company's  stockholders,  (A) alter the
         group of persons  eligible to participate in the Plan, or (B) except as
         provided in Section 13 increase  the maximum  number of shares of Stock
         which are available for Awards under the Plan; or, (ii) with respect to
         all Options,  allow the Committee to reprice the Options. The Board may
         suspend or  terminate  the Plan at any time without the consent of such
         person. Notwithstanding anything in this Plan to the contrary, the Plan
         shall not be amended,  modified,  suspended  or  terminated  during the
         period in which a Change of Control is threatened.  For purposes of the
         preceding  sentence,  a  Change  of  Control  shall  be  deemed  to  be
         threatened for the period beginning on the date of any Potential Change
         of Control,  and ending upon the earlier of: (I) the second anniversary
         of the date of such Potential Change of Control, (II) the date a Change
         of  Control  occurs,  or  (III)  the date  the  Board or the  Committee
         determines  in  good  faith  that a  Change  of  Control  is no  longer
         threatened.  Further,  notwithstanding  anything  in  this  Plan to the
         contrary,  no  amendment,   modification,   suspension  or  termination
         following  a Change of  Control  shall  adversely  impair or reduce the
         rights of any person with respect to a prior Award  without the consent
         of such person.

                                     - 20 -
<PAGE>


         13.      ADJUSTMENTS IN EVENT OF CHANGE IN COMMON STOCK

                  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.


         14.      MISCELLANEOUS

                  (a)  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 or any applicable  Restriction Period has
         not been completed or terminate any Award of Restricted Stock for which
         the Restriction Period has not lapsed.

                  (b) Except as provided  in Section 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.

                  (c) The Committee shall have the right to make such provisions
         as deemed  appropriate in its sole discretion to satisfy any obligation
         of the  Company to  withhold  federal,  state or local  income or other
         taxes incurred by reason of the operation of the Plan or an Award under
         the Plan, including but not limited to at any time: (i) requiring a Key
         Employee to submit  payment to the Company for such taxes before making
         settlement  of any Award of Stock or other  amount  due under the Plan,
         (ii)  withholding such taxes from wages or other amounts due to the Key
         Employee before making settlement of any Award of Stock or other amount
         due under the Plan,  (iii) making  settlement  of any Award of Stock or
         other  amount  due under the Plan to a Key  Employee

                                     - 21 -
<PAGE>

         part in  Stock  and  part in cash to  facilitate  satisfaction  of such
         withholding  obligations,  or (iv) receiving Stock already owned by, or
         withholding  Stock  otherwise  due to,  the Key  Employee  in an amount
         determined necessary to satisfy such withholding obligations; provided,
         however, that, notwithstanding any language herein to the contrary, any
         Key  Employee who is an  executive  officer of the Company  (within the
         meaning of  Section 16 of the Act) shall have the right to satisfy  his
         or her  obligations  to the Company  pursuant to this Section  14(c) by
         instructing  the  Company  not to  deliver  to the Key  Employee  Stock
         otherwise  deliverable  to the Key Employee in an amount  sufficient to
         satisfy such obligations to the Company.

                  (d) 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.

                  (e) The terms of the Plan  shall be binding  upon the  Company
         and its successors and assigns.

                  (f) 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.


         15.      EFFECTIVE DATE, TERM OF PLAN AND SHAREHOLDER APPROVAL

                  The effective date of the Plan shall be May 18, 2000. No Award
         shall be granted under this Plan after the Plan's termination date. The
         Plan's  termination  date shall be the earlier of: (a) May 18, 2010, or
         (b) the date on which the Maximum Limit (as defined in Section 3 of the
         Plan) is reached;  provided,  however,  that the Plan will  continue in
         effect for existing Awards as long as any such Award is outstanding.


                                     - 22 -
<PAGE>


                                 ADMINISTRATION

                  The Plan is  administered  by the Committee of the Board,  the
         members of which serve at the pleasure of the Board.  The  Committee is
         composed  of  directors  none of whom is an officer or  employee of any
         Participating Company.


                              FEDERAL TAX TREATMENT

                  The following is a brief summary of the current Federal income
         tax rules generally applicable to Options,  Rights,  Performance Shares
         and  Restricted  Stock.  The  following  summary  does not  include any
         discussion of state,  local or foreign income tax  consequences  or the
         effect  of gift,  estate  or  inheritance  taxes,  any of which  may be
         significant to a particular  individual Award  recipient.  In addition,
         this  summary  does not apply to every  specific  transaction  that may
         occur.  Awardees  should  consult  their own tax  advisors  for precise
         advice pertaining to his or her particular  circumstances regarding the
         specific tax consequences applicable to them.


                              A. OPTIONS AND RIGHTS

                  Options  granted  under the Plan may be  either  non-qualified
         options or Iincentive  Stock Options  qualifying  under Section 422A of
         the Code.

         Non-qualified Options

                  An optionee is not subject to Federal income tax upon grant of
         a  non-qualified  Option.  At the time of exercise,  the optionee  will
         realize compensation income (subject to withholding) to the extent that
         the then fair market  value of the stock  exceeds  the Option  exercise
         price.  The amount of such  income will  constitute  an addition to the
         optionee's  tax basis in the  optioned  stock.  Sale of the shares will
         result in capital gain or loss  (long-term or  short-term  depending on
         the optionee's  holding  period).  The Company is entitled to a Federal
         tax deduction at the same time and to the same extent that the optionee
         realizes compensation income.

         Incentive Stock Options

                  Options under the Plan  denominated as Incentive Stock Options
         are intended to constitute  incentive  stock options under Section 422A
         of the Code.  An  optionee  is not  subject to Federal  income tax upon
         either the grant or  exercise  of an  Incentive  Stock  Option.  If the
         optionee holds the shares  acquired upon exercise for at least one year
         after  issuance  of the  optioned  shares  and until at least two years
         after  grant of the  option,  then the  difference  between  the amount
         realized  on a  subsequent  sale or other  taxable  disposition  of the
         shares and the option price will constitute  long-term  capital gain or
         loss. To obtain favorable tax

                                     - 23 -
<PAGE>

         treatment,  an Incentive  Stock  Option must be exercised  within three
         months  after  termination  of  employment  (other than by  retirement,
         disability,  or death) with the Company or a 50% subsidiary.  To obtain
         favorable tax  treatment,  an Incentive  Stock Option must be exercised
         within  three months of  retirement  or within one year of cessation of
         employment  for  disability  (with no limitation in the case of death),
         notwithstanding any longer exercise period permitted under the terms of
         the Plan.  The Company will not be entitled to a Federal tax  deduction
         with respect to the grant or exercise of the Incentive Stock Option.

                  If the optionee  sells the shares  acquired under an Incentive
         Stock Option before the  requisite  holding  period,  he or she will be
         deemed to have made a  "disqualifying  disposition"  of the  shares and
         will realize  compensation  income in the year of disposition  equal to
         the lesser of the fair  market  value of the shares at  exercise or the
         amount  realized on their  disposition  over the exercise price for the
         Option. (However, if the disposition is by gift or by sale to a related
         party,  the  compensation  income  must be measured by the value of the
         shares at exercise over the exercise price.) Any gain recognized upon a
         disqualifying disposition in excess of the ordinary income portion will
         constitute either short-term or long-term capital gain. In the event of
         a disqualifying disposition,  the Company will be entitled to a Federal
         tax deduction in the amount of the compensation  income realized by the
         optionee.

                  The option spread on the exercise of an Incentive Stock Option
         is an adjustment in computing  alternative  minimum taxable income.  No
         adjustment is required,  however,  if the optionee made a disqualifying
         disposition of the shares in the same year as he or she is taxed on the
         exercise.

         Rights

                  Rights may have been awarded to officers and  directors of The
         Hartford  subject  to  Section  16(b) of the Act with  respect  to both
         Incentive  Stock Options and  non-qualified  Options  granted under the
         Plan.  An  optionee is not taxed upon the grant  ofRights.  An optionee
         exercising Rights for cash will realize compensation income (subject to
         withholding)  in the  amount  of the  cash  received.  The  Company  is
         entitled  to a tax  deduction  at the same time and to the same  extent
         that the optionee realizes compensation income.


                              B. PERFORMANCE SHARES

                  An  awardee  of  Performance  Shares  will  generally  realize
         compensation  income  (subject to  withholding)  when and to the extent
         that  payment is made,  whether in the form of cash or shares of Stock.
         To the extent that  payment is made in the form of Stock,  income shall
         be measured by the then fair  market  value of the shares,  which shall
         constitute an addition to the  awardee's tax basis in such shares.  The
         Company  will be entitled to a Federal tax  deduction  for the value of
         payment at the time of payment.

                                     - 24 -
<PAGE>


                               C. RESTRICTED STOCK

                  An awardee  of  Restricted  Stock  normally  will not  realize
         taxable  compensation  income and the Company will not be entitled to a
         deduction upon the grant of restricted stock. At the time the shares of
         restricted  stock  are no  longer  subject  to a  substantial  risk  of
         forfeiture (as defined in the Code) or become transferable,  an awardee
         will  realize  taxable  ordinary  compensation  income  (subject to tax
         withholding) in an amount equal to the fair market value of such number
         of shares of Stock which have become nonforfeitable or transferable and
         the  Company  will be  entitled  to a  deduction  in the  same  amount,
         provided  the  Company   complies  with   applicable  tax   withholding
         requirements.  However,  an  awardee  may  make an  income  recognition
         election  under  Section  83(b) of the Code (an "83(b)  Election")  and
         recognize  taxable  ordinary   compensation   income  (subject  to  tax
         withholding) in the year the shares of restricted  stock are awarded in
         an amount  equal to their fair  market  value at the time of the award,
         determined  without  regard to the  restrictions.  In that  event,  the
         Company  will be  entitled  to a  deduction  in such  year in the  same
         amount,  provided the Company  complies with applicable tax withholding
         requirements,  and any gain or loss  realized by the employee  upon the
         subsequent  disposition  of Stock will be capital gain or loss and will
         not result in any further deduction to the Company.

         Any dividends  with respect to the shares of restricted  stock that are
         paid or made available to an awardee who has not made an 83(b) Election
         while  the  shares  remain   forfeitable   are  treated  as  additional
         compensation  taxable  as  ordinary  compensation  income  (subject  to
         withholding) to the awardee and deductible by the Company when paid. If
         an 83(b) Election has been made with respect to the  restricted  stock,
         the dividends represent ordinary dividend income to the awardee and are
         not  deductible by the Company.  If the awardee makes an 83(b) Election
         and subsequently  forfeits the shares of restricted  stock, the awardee
         is not entitled to a deduction as a consequence of such  forfeiture for
         taxes  previously  paid on the  award  of  restricted  shares,  and the
         Company  must  include as  ordinary  income  the  amount it  previously
         deducted in the year of grant with respect to such shares.


                        D. GOLDEN PARACHUTE TAX PENALTIES

                  Options, Rights,  Performance Shares or Restricted Stock which
         are granted, accelerated or enhanced upon the occurrence of a Change of
         Control  may give  rise,  in whole or in  part,  to  "excess  parachute
         payments"  within the meaning of Section 280G of the  Internal  Revenue
         Code and,  to such  extent,  will be  nondeductible  by the Company and
         subject to a 20% excise tax to the awardee.

                                     - 25 -
<PAGE>

                               RESALE RESTRICTIONS

         Except for the  restrictions  on Restricted  Stock under Section 7, the
         Plan  contains  no  restrictions  on the  resale  of  Stock  issued  in
         settlement of an Award. However,  affiliates of the Company,  which may
         include directors and certain officers of the Company,  may not reoffer
         or resell  shares  of Stock in a  transaction  which is not  registered
         under the  Securities Act of 1933, as amended (the  "Securities  Act"),
         except  pursuant  to Rule  144  under  the  Securities  Act or  another
         exemption thereunder.  Rule 144 requires,  among other things, that (1)
         any sales of Stock by an  affiliate  must be through a broker,  and (2)
         Securities  and  Exchange  Commission  Form 144 must be  mailed  to the
         Securities and Exchange  Commission  prior to or concurrently  with the
         placing of a sell order with the broker if the amount  sold  during any
         three month period exceeds 500 shares or has an aggregate sale price of
         more than $10,000.


                                     - 26 -
<PAGE>

</TEXT>
</DOCUMENT>
