EXHIBIT 10.9

                            PUTNAM INVESTMENTS TRUST

                             EQUITY PARTNERSHIP PLAN

                    (Amended and Restated February 15, 2003)
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                                TABLE OF CONTENTS

Section 1.   Purpose .......................................................   1
Section 2.   Definitions ...................................................   1
             Definitions ...................................................   1
             Gender and Number .............................................   6
Section 3.   Eligibility and Participation .................................   6
Section 4.   Administration ................................................   7
             Power to Grant ................................................   7
             Administration ................................................   7
Section 5.   Awards Under the Plan .........................................   7
             Types of Awards ...............................................   7
             Number of Class B Shares Subject to Awards ....................   7
             Cancelled, Terminated or Forfeited Awards .....................   7
             Adjustment in Capitalization ..................................   8
             Legend ........................................................   8
Section 6.   Terms of Awards ...............................................   8
             Restricted Stock ..............................................   8
             Options .......................................................   9
Section 7.   Termination of Employment; Unforeseen Personal Hardship .......  10
             Special Termination ...........................................  10
             Termination for Cause .........................................  10
             Involuntary Termination Other Than for Cause ..................  11
             Other Termination of Employment ...............................  11
             Treatment of Class B Shares Held upon Termination
               of Employment or Acquired Thereafter ........................  12
             Unforeseen Personal Hardship ..................................  13
Section 8.   Transfer of Awards ............................................  13
             Nontransferability of Awards ..................................  13
             Sales of Class B Shares and Restricted Stock to Putnam;
             Cancellation of Options .......................................  14
             Certain Other Permitted Transfers of Class B Shares ...........  16
Section 9.   Change in Control; Sale by MMC; Public Offering;
             Special Transaction ...........................................  17
             Change in Control .............................................  17
             Public Offering ...............................................  18
             Tag-Along Rights ..............................................  19
             Special Transaction ...........................................  20
Section 10.  Amendment, Modification, and Termination of the Plan ..........  22
             Amendment, Modification and Termination .......................  22
             Term of Plan; Plan Review .....................................  22
Section 11.  Miscellaneous Provisions ......................................  22
             Dividends .....................................................  22
             Beneficiary Designation .......................................  23
             No Guarantee of Employment or Participation ...................  23
             Tax Withholding ...............................................  23


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         Indemnification....................................................  23
         No Limitation on Compensation......................................  23
         Securities Laws Compliance.........................................  23
         Voting Rights......................................................  23
         Certain Accounting Considerations..................................  24
         Governing Law......................................................  24
         Limitation of Liability............................................  24
EXHIBIT A................................................................... A-1
EXHIBIT B................................................................... B-1
EXHIBIT C................................................................... C-1
EXHIBIT D................................................................... D-1
EXHIBIT E................................................................... E-1
EXHIBIT F................................................................... F-1

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                PUTNAM INVESTMENTS TRUST EQUITY PARTNERSHIP PLAN


Section 1. Purpose

                  The purpose of this Putnam Investments Trust Equity
Partnership Plan is to foster and promote the long-term financial success of
Putnam and MMC and to increase materially stockholder value by (a) enabling
Putnam to attract and retain the services of an outstanding management team upon
whose judgment, interest and special effort the successful conduct of its
operations is dependent, (b) motivating superior performance by participants in
the Plan and (c) providing participants in the Plan with an ownership interest
in Putnam.

Section 2. Definitions

         (a) Definitions. Whenever used herein, the following terms shall have
the respective meanings set forth below:

                  A. "Accredited Investor" means an "accredited investor" under
         the individual net worth test set forth in paragraph (a)(5) of Rule 501
         ("Rule 501") of Regulation D under the Securities Act of 1933 (the
         "Securities Act"), the individual net income test set forth in
         paragraph (a)(6) of Rule 501 or any provision that the Committee may
         determine is a successor or comparable provision to said paragraphs
         (a)(5) or (a)(6).

                  B. "Award Agreement" means an agreement between Putnam and the
         Participant embodying the terms of any Restricted Stock or Option
         granted or purchased hereunder, which agreement shall, unless the
         Committee otherwise determines, be substantially in the form attached
         hereto as Exhibit A.

                  C. "Board" means the Board of Trustees of Putnam.

                  D. "Cause" means misappropriation of assets of Putnam or any
         Subsidiary, willful misconduct in the performance of the duties of the
         Participant's position, refusal to perform the duties of the
         Participant's position, violation of the Participant's Non-Solicitation
         Agreement or Confidentiality Agreement or other restrictive covenant
         with Putnam or any Subsidiary, violation of the Putnam Code of Ethics,
         violation of rules and regulations issued by any regulatory authority,
         breach of fiduciary duty or breach of trust, willful violation of an
         important Putnam policy, conviction of a felony, imprisonment for any
         crime, or any other action likely to bring substantial discredit to
         Putnam.

                  E. "Change in Control of MMC" means the first to occur of the
         following events after the Effective Date:

                           i) any "person," as such term is used in Sections
                  13(d) and 14(d) of the Securities Exchange Act of 1934, as
                  amended (the "Exchange Act") (other than MMC, any trustee or
                  other fiduciary holding securities under an employee benefit
                  plan of MMC or any corporation owned, directly or indirectly,
                  by the stockholders of MMC in substantially the same
                  proportions as their ownership of stock of MMC), is or becomes
                  the "beneficial owner" (as defined in Rule 13d-3 under the
                  Exchange Act), directly or indirectly, of securities of MMC
                  representing 50% or more of the combined voting power of MMC's
                  then outstanding voting securities; or
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                           ii) during any period of two (2) consecutive years,
                  individuals who at the beginning of such period constitute the
                  MMC Board, and any new director (other than a director
                  designated by a person who has entered into an agreement with
                  MMC to effect a transaction described in clause (i), (iii) or
                  (iv) of this Section 2(a)(E)) whose election by the MMC Board
                  or nomination for election by MMC's stockholders was approved
                  by a vote of at least two-thirds (2/3) of the directors then
                  still in office who either were directors at the beginning of
                  the period or whose election or nomination for election was
                  previously so approved, cease for any reason to constitute at
                  least a majority thereof; or

                           iii) the stockholders of MMC approve a merger or
                  consolidation of MMC with any other corporation, other than
                  (A) a merger or consolidation that would result in the voting
                  securities of MMC outstanding immediately prior thereto
                  continuing to represent (either by remaining outstanding or by
                  being converted into voting securities of the surviving or
                  parent entity) more than 50% of the combined voting power of
                  the voting securities of MMC or such surviving or parent
                  entity outstanding immediately after such a merger or
                  consolidation or (B) a merger or consolidation effected to
                  implement a recapitalization of MMC (or similar transaction)
                  in which no "person" (as hereinabove defined) acquired 50% or
                  more of the combined voting power of MMC's then outstanding
                  securities; or

                           iv) the stockholders of MMC approve a plan of
                  complete liquidation of MMC or an agreement for the sale or
                  disposition by MMC of all or substantially all of MMC's assets
                  (or any transaction having a similar effect).

                  F. "Change in Control of Putnam" means the first to occur of
         the following events after the Effective Date:

                           i) MMC approves a plan of complete liquidation of
                  Putnam or a sale or other disposition of all or substantially
                  all of its assets to an entity of which MMC holds less than
                  50% of the voting power of securities; or

                           ii) MMC, together with its subsidiaries, trustees or
                  other fiduciaries holding securities of Putnam under an
                  employee benefit plan maintained by MMC or by a subsidiary of
                  MMC, ceases for any reason (including by reason of a sale or
                  other disposition, including a spinoff or public offering) to
                  be a beneficial owner of securities of Putnam representing
                  more than 50% of the voting power of the securities of Putnam.

                  G. "Class A Share" means a Class A Common Share, par value
         $.01 per share, of Putnam.

                  H. "Class B Share" means a nonvoting Class B Common Share, par
         value $.01 per share, of Putnam.

                  I. "Committee" means a committee appointed by the Board that
         shall consist of two (2) or more members of the Board, including the
         Chief Executive Officer of Putnam and one (1) or more other members of
         the Board who shall be appointed and serve at the pleasure of the
         Board.

                  J. "Common Shares" means Class A Shares and Class B Shares,
         collectively.

                  K. "Dividends" means dividends payable with respect to
         Restricted Stock and Class B Shares in accordance with Section 11(a).

                  L. "Effective Date" means September 30, 1997.

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                  M. "Employee" means any executive or senior officer or other
         key employee of Putnam or any Subsidiary who is an Accredited Investor
         or, subject to the determination by the Committee with the approval of
         the MMC Committee (such determination to occur only in individual
         isolated situations), who is not an Accredited Investor, but whose
         designation as an Employee would not cause the issuance of Class B
         Shares, Restricted Stock or Options under this Plan not to qualify for
         the exemption from registration provided by Regulation D promulgated
         under the Securities Act.

                           N. "Fair Market Value" means, as of any date, the
         fair market value, as of the last business day of the fiscal quarter
         next preceding such date, of a Class B Share as determined in good
         faith by the Committee in accordance with the valuation methodology set
         forth in Exhibit B hereto (which may be modified at any time by the
         Committee with the approval of the MMC Committee), subject, however, to
         the following provisions of this Section 2(a)(N).

                  i) A valuation of the Class B Shares shall be performed
                  reasonably promptly following, and effective as of the last
                  day of each of the four fiscal quarters each year (or the
                  business day immediately preceding either such date if it is
                  not a business day), by a nationally recognized independent
                  valuation firm. For purposes of such valuation, the
                  independent valuation firm will use the fully distributed
                  trading value of Putnam ("FDTV") as set forth in Section 3(i)
                  of Exhibit B for calculation of the June 30 Price and the
                  December 31 Price (the "Independent Value"), and the FDTV as
                  set forth in Section 3(ii) of Exhibit B for calculation of the
                  March 31 Price and the September 30 Price (the "Calculated
                  Value").

                  ii) If, however, both the Committee and the MMC Committee
                  agree that the Independent Value (or a value determined by an
                  independent valuation firm in accordance with Section
                  2(a)(N)(iii) below) does not fairly represent the Fair Market
                  Value at a particular Valuation Date on which these values are
                  determined, the two committees may jointly choose a second
                  nationally recognized independent valuation firm that will
                  perform its own independent valuation of the Class B Shares
                  (the "Second Independent Value"). If the midpoint of the range
                  of values set forth in the Second Independent Value is within
                  10% of the midpoint of the range of values set forth in the
                  Independent Value, then the Fair Market Value of a Class B
                  Share as of the applicable Valuation Date shall, for purposes
                  of the Plan, equal the average of the two (2) midpoints
                  described herein. If the midpoint of the range of values set
                  forth in the Second Independent Value is not within 10% of the
                  midpoint of the range of values set forth in the Independent
                  Value, then the MMC Committee shall recommend three (3) other
                  nationally recognized independent valuation firms (and the
                  Committee shall choose one such firm) that shall have the
                  authority to determine which of the midpoints of the two (2)
                  ranges of independent values described herein shall be the
                  Fair Market Value of a Class B Share as of the applicable
                  Valuation Date for purposes of the Plan.

                  iii) If the Committee believes that the Calculated Value as of
                  a particular Valuation Date fails to incorporate a material
                  change in Putnam's business circumstances, or otherwise does
                  not fairly represent Putnam's current and projected business
                  results, the Committee may, with the approval of the MMC
                  Committee, engage a nationally recognized independent
                  valuation firm to determine the Fair Market Value as of the
                  applicable Valuation Date, using methodology consistent with
                  that set forth in Section 3(i) of Exhibit B.

                  iv) Notwithstanding the above, if, as of any Valuation Date,
                  no Fair Market Value has been established (as described
                  herein), then, unless otherwise determined by the

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                  Committee with the approval of the MMC Committee, there shall
                  be no purchases or sales of Class B Shares or grants of
                  Restricted Stock or Options pursuant to the Plan until such
                  time that a valuation of Class B Shares shall have been
                  finalized.

                  v) If Putnam at any time subdivides (by any stock split, stock
                  dividend or otherwise) the Class B Shares into a greater
                  number of shares, or combines (by reverse stock split or
                  otherwise) the Class B Shares into a smaller number of shares,
                  the Fair Market Value shall be appropriately adjusted to
                  reflect such subdivision or combination. In the event of any
                  other extraordinary circumstances as a result of which the
                  Fair Market Value needs to be adjusted, such adjustments may
                  be made by the Committee with the approval of the MMC
                  Committee.

                  vi) For the purpose of determining Fair Market Value in
                  connection with a Change in Control of Putnam, Change in
                  Control of MMC or minority sale of Putnam under Section 9(c)
                  (each, an "Event"), the Fair Market Value shall be determined
                  without regard to the occurrence of such an Event.

                  vii) Notwithstanding the foregoing, the "Fair Market Value" of
                  a Class B Share on any date on or after the occurrence of a
                  Special Transaction shall equal the closing price per share of
                  the publicly traded class of common stock of Putnam (or, in
                  the case of a Special Transaction, other entity resulting from
                  such Special Transaction) on such date, adjusted for the
                  Discount (as defined in Exhibit B hereto).

                  O. "Grant Date" means, with respect to any Option, the date on
         which such Option is granted pursuant to the Plan and, with respect to
         any Restricted Stock, the date on which such Restricted Stock is
         granted or sold, as applicable, pursuant to the Plan.

                  P. "MMC" means Marsh & McLennan Companies, Inc., a Delaware
         corporation and any successor thereto.

                  Q. "MMC Board" means the Board of Directors of MMC.

                  R. "MMC Committee" means the Compensation Committee of the MMC
         Board.

                  S. "Non-Solicitation Agreement" shall mean the
         Non-Solicitation Agreement or any similar agreement or provision in
         effect from time to time between the Participant and Putnam.

                  T. "Option" means the right granted pursuant to the Plan to
         purchase one Class B Share at a price determined in accordance with
         Section 6(b)(ii).

                  U. "Participant" means any Employee designated by the
         Committee, with the approval of the MMC Committee, to participate in
         the Plan.

                  V. "Plan" means the Putnam Investments Trust Equity
         Partnership Plan, as amended from time to time.

                  W. "post-Special Termination Exercise Period" means (x) twelve
         (12) months (or, if shorter, the remaining term of the Option), in case
         of death or Total Disability, or (y) eighteen (18) months (or, if
         shorter, the remaining term of the Option), in case of Retirement. The
         post-Special Termination Exercise Period with respect to a Participant
         shall terminate immediately upon such Participant's breach of the
         Non-Solicitation Agreement or Participant's breach of any
         noncompetition agreement between Participant and Putnam.

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                  X. "post-Termination Holding Period" means (x) the
         twelve-month period immediately following termination of Participant's
         employment due to death or Total Disability, (y) the twenty-four month
         period immediately following termination of Participant's employment
         due to Retirement or (z) the thirty-day period following termination of
         Participant's employment (in all other circumstances other than a
         termination for Cause). The post-Termination Holding Period with
         respect to a Participant shall terminate immediately upon such
         Participant's breach of the Non-Solicitation Agreement or Participant's
         breach of any noncompetition agreement between Participant and Putnam.

                  Y. "Public Offering" means the occurrence of any event
         (including an initial public offering or a partial spinoff, but
         excluding (1) any event that constitutes a Change in Control of MMC or
         a Change in Control of Putnam and (2) a Special Transaction) as a
         result of which shares of Putnam common stock become listed on a
         national or regional securities exchange or traded over the counter on
         the Nasdaq Stock Market.

                  Z. "Putnam" means Putnam Investments Trust, a Massachusetts
         business trust, and any successor thereto.

                  AA. "Restricted Stock" means a Class B Share subject to
         restrictions set forth in the Plan and the applicable Award Agreement.

                  BB. "Retirement" means a termination of Participant's
         employment under circumstances that the Committee determines as
         qualifying as retirement for purposes of the Plan and not inconsistent
         with the treatment of the Participant under other Putnam plans;
         provided, however, that as a condition of electing Retirement for
         purposes of the Plan, a Participant must execute a noncompetition
         agreement in form and on terms satisfactory to Putnam.

                  CC. "Special Option Window" means the first five (5) business
         days of each Window Period, and such other periods as the Committee may
         designate with the approval of the MMC Committee.

                  DD. "Special Termination" means termination of a Participant's
         employment by reason of Participant's death, Total Disability or
         Retirement.

                  EE. "Special Transaction" shall mean a business combination
         involving Putnam with another party (other than a Transaction (as
         defined in Section 9(c)) (i) that is consummated within three (3) years
         after the Effective Date, (ii) after giving effect to which MMC is the
         beneficial owner, directly or indirectly, of securities of Putnam (or
         other entity resulting from such business combination) representing
         more than 50% of the voting power of the securities of Putnam (or such
         resulting entity) and (iii) in connection with which the shares of
         Putnam (or such resulting entity) become listed on a national or
         regional securities exchange or traded over the counter on the Nasdaq
         Stock Market. Notwithstanding the above, no transaction will be deemed
         a Special Transaction unless the value of the other party to such
         business combination with Putnam exceeds 10% or more of the value of
         Putnam immediately prior to such business combination. If such party to
         the business combination does not exceed 10% of the value of Putnam
         immediately prior to such business combination, such transaction shall
         be treated as a Public Offering.

                  FF. "Subsidiary" means any corporation, limited liability
         company or limited partnership a majority of whose outstanding voting
         securities is owned, directly or indirectly, by Putnam.

                  GG. "Total Disability" means a total disability within the
         meaning of any long-term

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         disability plan maintained for the benefit of the Employee in question
         or, if the Employee is not covered by such a disability plan, then as
         determined by the Committee. A person will be considered to have
         terminated due to "Total Disability" on the first day of his continuous
         absence from work on account of the disability supporting his
         certification as having a Total Disability.

                  HH. "Unforeseen Personal Hardship" means financial hardship
         arising from (i) extraordinary medical expense or other expenses
         directly related to illness or disability of the Participant, a member
         of the Participant's immediate family or one of the Participant's
         parents, (ii) payments necessary or required to prevent the eviction of
         Participant from Participant's principal residence or foreclosure on
         the mortgage on that residence or (iii) such other comparable
         circumstances as determined by the Committee in its discretion. The
         Committee's reasoned and good faith determination of Unforeseen
         Personal Hardship shall be binding on Putnam and the Participant.

                  II. "Window Period" means each of (i) the period of not less
         than ten (10) and not more than twenty (20) consecutive business days
         designated by the Committee in September of each calendar year
         commencing in 1998, (ii) the period of not less than ten (10) and not
         more than twenty (20) consecutive business days designated by the
         Committee in March of each calendar year commencing in 1998 and (iii)
         such other periods as the Committee may designate with the approval of
         the MMC Committee.

         (b) Gender and Number. Except when otherwise indicated by the context,
words in the masculine gender used in the Plan shall include the feminine
gender, the singular shall include the plural, and the plural shall include the
singular.

Section 3. Eligibility and Participation

                  Participants in the Plan shall be those Employees selected by
the Committee with the approval of the MMC Committee. The selection of an
Employee as a Participant at any time shall neither entitle such Employee to nor
disqualify such Employee from participation in the Plan in the future or from
participation in any other award or incentive plan.

Section 4. Administration

         (a) Power to Grant. The Committee shall, with the approval of the MMC
Committee, determine the Participants to whom Options and Restricted Stock shall
be granted or sold and the terms and conditions of any and all Options and
Restricted Stock granted or sold to Participants. The Board shall determine
whether to repurchase Class B Shares pursuant to the Plan and the terms and
conditions of any such repurchase.

         (b) Administration. Except as set forth in the Plan, the Committee
shall be responsible for the administration of the Plan. Any authority exercised
by the Committee under the Plan shall be exercised by the Committee in its sole
discretion. Subject to the terms of the Plan and except as set forth in the
Plan, the Committee, by majority action thereof, is authorized to prescribe,
amend and rescind rules and regulations relating to the administration of the
Plan, to provide for conditions and assurances deemed necessary or advisable to
protect the interests of Putnam and MMC, and to make all other determinations
necessary or advisable for the administration and interpretation of the Plan in
order to carry out its provisions and purposes. Except as set forth in the Plan,
determinations, interpretations or other actions made or taken pursuant to the
provisions of the Plan by the Committee and, where applicable, the Board shall
be final, binding and conclusive for all purposes and upon all persons.
Notwithstanding the foregoing or any other provision of the Plan, the Committee
shall advise the MMC Committee of any determinations, interpretations or any
other actions it intends to make or to take pursuant to the provisions of the
Plan with

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respect to Section 8(b)(ii) or Section 9 prior to making any such determination
or interpretation or taking other action. In the event the MMC Committee
disagrees with such intended determination, interpretation or action, the
Committee and the MMC Committee shall negotiate in good faith to arrive at a
resolution to such disagreement; failing which the Committee and the MMC
Committee shall submit the matter to arbitration under the rules of the American
Arbitration Association. Nothing in the Plan shall limit the right of members of
the Committee who are Employees to receive awards hereunder.

Section 5. Awards Under the Plan

         (a) Types of Awards. Options and Restricted Stock may be granted to
Participants under the Plan and Restricted Stock may be sold to Participants
under the Plan. Grants of Options may be made in tandem with grants or sales of
Restricted Stock or independently.

         (b) Number of Class B Shares Subject to Awards. Subject to the
provisions of Sections 5(c) and 5(d), the number of Class B Shares (including
those subject to Options and Restricted Stock) that may be granted or sold under
the Plan shall be equal to, as of the date of any such grant or award, the
product of (a) the sum of the number of (i) 88,000,000, being the number of
Class A Shares outstanding on July 6, 1999 plus (ii) 2,223,111 Class A Shares
issued pursuant to Section 1(a) of that certain Agreement dated as of July 7,
1999 by and between Putnam and Marsh & McLennan Companies, Inc. (the
"Agreement") plus (iii) Class A Shares issued from time to time pursuant to
Section 1(b) of the Agreement, and (b) the quotient of 12 divided by 88. Class B
Shares to be delivered upon the exercise of Options granted under the Plan and
the sale or grant of Restricted Stock under the Plan may consist, in whole or in
part, of treasury Class B Shares or authorized but unissued Class B Shares.

         (c) Cancelled, Terminated or Forfeited Awards. Any Option or Restricted
Stock that for any reason is cancelled, terminated or otherwise forfeited, in
whole or in part, without having been exercised (including any Class B Shares
purchased by Putnam pursuant to Sections 7 or 8), shall again be available for
grant under the Plan.

         (d) Adjustment in Capitalization. The number of Class B Shares
available for issuance upon exercise of Options and upon grant or sale of
Restricted Stock under the Plan, the number of Class B Shares subject to
outstanding Options, the number of outstanding shares of Restricted Stock and
the exercise price of outstanding Options may be adjusted by the Committee,
subject to the approval of the MMC Committee, if the Committee shall deem such
an adjustment to be necessary or equitable to reflect any dividend, stock split
or share combination or any recapitalization, merger, consolidation, exchange of
shares, liquidation or dissolution of Putnam or similar corporate event.

         (e) Legend. While it is not generally contemplated that certificates be
issued, any share certificate representing Class B Shares that may be issued
shall bear a legend substantially in the following form:

         "Ownership of the shares represented by this certificate is generally
         restricted to employees of Putnam Investments Trust or its subsidiaries
         and subject to other restrictions set forth in the Putnam Investments
         Trust Equity Partnership Plan and in the Declaration of Trust of Putnam
         Investments Trust Class B Shares represented by this certificate may
         not be sold, pledged, mortgaged, encumbered, disposed of or otherwise
         transferred to any person except Putnam Investments Trust or otherwise
         in accordance with the provisions of the Putnam Investments Trust
         Equity Partnership Plan and the Declaration of Trust of Putnam
         Investments Trust; any other attempt to sell, pledge, mortgage,
         encumber, dispose of or otherwise transfer these shares will be null,
         void and of no effect ab initio, will not be recognized by Putnam
         Investments Trust and will not entitle the purported transferee to any
         rights of a shareholder or impose any obligations on Putnam Investments
         Trust. either with respect to these shares or the purported transferee.
         If, however, a court determines that a transfer is nonetheless valid,
         the shares so transferred will be

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         repurchased from the transferee forthwith at Fair Market Value, as
         defined in the Putnam Investments Trust Equity Partnership Plan. The
         Class B Shares represented by this certificate have not been registered
         under the Securities Act of 1933, as amended, or any state securities
         law. Except as required by law or by Section 11(h) of the Putnam
         Investments Trust Equity Partnership Plan, the holders of Class B
         Shares shall not be entitled to vote on any matter submitted to the
         vote of the stockholders of Putnam Investments Trust. Putnam
         Investments Trust will provide upon request of the Secretary of Putnam
         Investments Trust a copy of the Putnam Investments Trust Equity
         Partnership Plan and the Declaration of Trust of Putnam Investments
         Trust."

Any "book entry" in the records of Putnam evidencing such Class B Shares shall
bear a notation of similar effect to the legend set forth above.

Section 6. Terms of Awards

         (a) Restricted Stock.

                  i) Restricted Stock may be granted or sold to Participants at
such time or times, in such amounts and for such prices as may be determined by
the Committee, subject to the approval of the MMC Committee. Each grant or sale
of Restricted Stock shall be evidenced by an Award Agreement that shall specify
the number of shares of Restricted Stock, the purchase price, if any, for each
share of Restricted Stock and such other terms consistent with the Plan as the
Committee, subject to the approval of the MMC Committee, shall determine,
including customary representations, warranties and covenants with respect to
securities law matters and provisions calling for execution by Participant of a
General Release of all claims against Putnam (and any of its officers, directors
or employees) in form satisfactory to Putnam, and/or forfeiture of all or any
portion of Restricted Stock or Class B Shares (or all or any portion of the
proceeds from any sales thereof) upon violation of the Participant's
Non-Solicitation Agreement or noncompetition agreement between Participant and
Putnam. As soon as practicable following the grant of Restricted Stock, or, with
respect to purchased Restricted Stock, as soon as practicable following receipt
of payment in full of the purchase price of such Restricted Stock, a "book
entry" shall be made in the records of Putnam to evidence such award or sale of
Restricted Stock. No certificate or certificates representing the Restricted
Stock acquired shall be issued to the Participants.

                  ii) Unless determined otherwise by the Committee with the
approval of the MMC Committee, Restricted Stock shall only be sold for a
purchase price per share of Restricted Stock equal to the Fair Market Value as
of the Grant Date. Subject to all of the terms and conditions of the Award
Agreement, the Committee shall establish procedures governing the payment of
purchase price for Restricted Stock that is sold under the Plan.

                  iii) Subject to Sections 7, 8 and 9, and unless otherwise
determined by the Committee with the approval of the MMC Committee, all
Restricted Stock granted or sold to a Participant at any time shall vest in
accordance with the vesting schedule set forth in the applicable Award
Agreement, provided that the Committee, subject to the approval of the MMC
Committee, may accelerate the vesting of any Restricted Stock, at any time and
from time to time. Upon vesting, a share of Restricted Stock ceases to be a
share of Restricted Stock and shall be treated, pursuant to the Plan, as a Class
B Share.

                  iv) Within 30 days of the Grant Date, the Participant shall
give notice to Putnam if he or she has made an election pursuant to Section
83(b) of the Internal Revenue Code of 1986, as amended, with respect to the
Restricted Stock purchased by or granted to the Participant, and in absence of
such notification the Participant shall be deemed to not have made such
election. The Participant will be solely responsible for any and all tax
liabilities payable by him or her in connection with his or her receipt of the
Restricted Stock or attributable to his or her making or failing to make such an
election.

                                       8
<PAGE>


         (b)  Options.

                  i) Options may be granted to Participants at such time or
times and covering such number of Class B Shares as shall be determined by the
Committee, subject to the approval of the MMC Committee, either independently or
in tandem with a grant or sale of Restricted Stock. Each Option granted to a
Participant shall be evidenced by an Award Agreement that shall specify the
exercise price at which a Class B Share may be purchased pursuant to such
Option, the duration of such Option and such other terms consistent with the
Plan as the Committee, subject to the approval of the MMC Committee, shall
determine, including customary representations, warranties and covenants with
respect to securities law matters and provisions calling for forfeiture of all
or any portion of the Option, all or any portion of the Class B Shares acquired
upon exercise thereof, or all or any portion of the proceeds from the
cancellation of the Option or from any sales of such Class B Shares upon
violation of the Participant's Non-Solicitation Agreement.

                  ii) Unless determined otherwise by the Committee, with the
approval of the MMC Committee, the exercise price per Class B Share to be
purchased upon exercise of an Option shall be the Fair Market Value as of the
Grant Date.

                  iii) Subject to Sections 7, 8 and 9, Options granted to a
Participant shall become exercisable in accordance with the vesting schedule set
forth in the applicable Award Agreement; provided that the Committee, subject to
the approval of the MMC Committee, may accelerate the exercisability of any
Option at any time and from time to time; and provided further that Options may
not be exercised during the period commencing with the public announcement of a
proposed Public Offering and ending on the earliest of (1) consummation of such
Public Offering, (2) abandonment of such Public Offering and (3) the six-month
anniversary of such public announcement. Notwithstanding any other provision of
the Plan, each Option shall terminate on and shall not be exercisable after the
tenth anniversary of the Grant Date of such Option.

                   iv) Options may be exercised only during any Special Option
Window or, in accordance with the provisions of Section 7, following the
termination of Participant's employment and, unless such condition is waived by
the Committee, only if the Participant is an Accredited Investor at the time of
such exercise. The Committee shall establish procedures governing the exercise
of Options, which procedures shall generally require that written notice of the
exercise thereof be given, which notice shall be substantially in the form
attached hereto as Exhibit D, and that the exercise price thereof be paid in
full in cash or cash equivalents, including by personal check, or, at the
Committee's election, by tendering Class B Shares with the aggregate Fair Market
Value equal to the exercise price, or by combination of the above at the time of
exercise; PROVIDED, HOWEVER, that any Class B Shares so tendered must have been
held by the Participant for six (6) months or more following the date of vesting
of such shares. As soon as practicable after receipt of a written exercise
notice and payment in full of the exercise price of any exercisable Options, a
"book entry" shall be made in the records of Putnam to evidence such exercise.
No certificate or certificates representing the Class B Shares acquired upon
such exercise shall be issued to the Participants.

Section 7. Termination of Employment; Unforeseen Personal Hardship

         (a) Special Termination. Unless otherwise determined by the Committee
with the approval of MMC (such determination to occur only in individual
isolated situations), in the event that a Participant's employment with Putnam
and the Subsidiaries terminates by reason of a Special Termination:

                  i) each Option then held by the Participant, whether or not
exercisable as of the date of such termination, shall immediately vest and
become fully exercisable and shall remain exercisable until expiration of the
post-Special Termination Exercise Period (or, if shorter, until expiration of
the remaining term of such Option). Any Options held by the Participant that are
not exercised prior to expiration of the

                                       9
<PAGE>


post-Special Termination Exercise Period (or prior to expiration of the
remaining term of such Option, if shorter) shall terminate and be cancelled upon
the expiration of such period (or, if shorter, the expiration of the term of
such Option);

                  ii) subject to such conditions as the Committee may prescribe
(including (x) Participant's execution of a general release of all claims
against Putnam (and any of its officers, directors or employees) in form and on
terms satisfactory to Putnam, and/or (y) forfeiture of all or any portion of the
Class B Shares, or all or any portion of the proceeds from the sale thereof,
upon violation of the Participant's Non-Solicitation Agreement or any
noncompetition agreement between Participant and Putnam), any Restricted Stock
held by the Participant shall be fully vested as of the date of such
termination.

         (b) Termination for Cause. Unless otherwise determined by the Committee
with the approval of MMC (such determination to occur only in individual
isolated situations), in the event that a Participant's employment with Putnam
and the Subsidiaries is terminated for Cause:

                  i) any Options then held by such Participant (whether or not
then exercisable) shall terminate and be cancelled immediately upon such
termination of employment;

                  ii) except as provided in (iii) below, any Class B Shares and
Restricted Stock that are then held by such Participant shall terminate and be
cancelled immediately upon such termination, and the Participant shall no longer
have any rights with respect to such Class B Shares and shares of Restricted
Stock;

                  iii) subject to authorization by the Board and to such
conditions as the Committee may prescribe (including (x) Participant's execution
of a general release of all claims against Putnam (and any of its officers,
directors or employees) in form and on terms satisfactory to Putnam, and/or (y)
forfeiture of all or any portion of the amounts received pursuant to this clause
(iii) upon violation of the Participant's Non-Solicitation Agreement or any
noncompetition agreement between Participant and Putnam), with respect to any
Class B Shares or Restricted Stock then held by such Participant that relate to
shares of Restricted Stock that, as specifically set forth in the applicable
Award Agreement, were sold to the Participant ("Purchased Shares"), such Class B
Shares or Restricted Stock shall terminate and be cancelled immediately upon
such termination in exchange for payment in cash, with respect to each Class B
Share or share of Restricted Stock so cancelled, of an amount equal to the
lesser of (x) the Fair Market Value as of the date of termination and (y) the
purchase price per share paid by the Participant for such Class B Share or share
of Restricted Stock (plus interest from the date of purchase at a variable rate
equal to the ninety day United States Treasury rate, compounded), and upon such
cancellation the Participant shall no longer have any rights with respect to
such Class B Shares or shares of Restricted Stock except for the right to
receive the payment set forth herein; and

                  iv) to the extent provided for in the Award Agreement, all or
any portion of the proceeds received by the Participant from any sales of Class
B Shares or shares of Restricted Stock or from the cancellation of Class B
Shares, Restricted Stock or Options shall be returned to Putnam.

         (c) Involuntary Termination Other Than for Cause. Unless otherwise
determined by the Committee with the approval of MMC (such determination to
occur only in individual isolated situations), in the event that a Participant's
employment with Putnam and the Subsidiaries is terminated by Putnam other than
for Cause:

                  i) each Option then held by the Participant, whether or not
exercisable as of the date of such termination, shall immediately vest and
become fully exercisable and shall remain exercisable at any time during the
thirty (30) days following such termination (or, if shorter, until expiration of
the remaining term of such Option).

                                       10
<PAGE>


                  ii) subject to such conditions as the Committee may prescribe
(including (x) Participant's execution of a general release of all claims
against Putnam (and any of its officers, directors or employees) in form and on
terms satisfactory to Putnam, and/or (y) forfeiture of all or any portion of the
Class B Shares, or all or any portion of the proceeds from the sale thereof,
upon violation of the Participant's Non-Solicitation Agreement or any
noncompetition agreement between Participant and Putnam), any Restricted Stock
held by the Participant shall be fully vested as of the date of such
termination.

         (d) Other Termination of Employment. Unless otherwise determined by the
Committee with the approval of MMC (such determination to occur only in
individual isolated situations), in the event that a Participant's employment
with Putnam and the Subsidiaries is terminated other than in the circumstances
described in Sections 7(a) through 7(c) above:

                  i) each Option held by such Participant, to the extent
exercisable as of the date of such termination, may be exercised at any time
during the thirty (30) days following such termination (or, if shorter, until
expiration of the remaining term of the Option). Each Option held by the
Participant, to the extent not exercisable at the date of the Participant's
termination of employment, shall terminate and be cancelled immediately upon
such termination, and any Options described in the preceding sentence that are
not exercised prior to expiration of the applicable period described in such
sentence shall terminate and be cancelled upon the expiration of such period;

                  ii) except as provided in (iii) below, any Restricted Stock
that is then held by such Participant shall terminate and be cancelled
immediately upon such termination, and the Participant shall no longer have any
rights with respect to such shares of Restricted Stock, except the right to
receive any Dividends declared on a date when the Participant was holder of
record of such Restricted Stock; and

                  iii) subject to authorization by the Board and to such
conditions as the Committee may prescribe (including (x) Participant's execution
of a general release of all claims against Putnam (and any of its officers,
directors or employees) in form and on terms satisfactory to Putnam, and/or (y)
forfeiture of all or any portion of the amounts received pursuant to this clause
(iii) upon violation of the Participant's Non-Solicitation Agreement or any
noncompetition agreement between Participant and Putnam), with respect to any
shares of Restricted Stock that relate to Purchased Shares, such Restricted
Stock shall terminate and be cancelled immediately upon such termination in
exchange for payment in cash, with respect to each share of Restricted Stock so
cancelled, of an amount equal to (1) if the termination was by Putnam or its
Subsidiaries, the Fair Market Value as of the date of termination, and (2) if
the termination was by the Participant, the lesser of (x) the Fair Market Value
as of the date of termination and (y) the purchase price per share paid by the
Participant for such Restricted Stock (plus interest from the date of purchase
at a variable rate equal to the ninety-day United States Treasury rate,
compounded). Upon any such cancellation the Participant shall no longer have any
rights with respect to such shares of Restricted Stock except for the right to
receive the payment set forth herein.

         (e) Treatment of Class B Shares Held upon Termination of Employment or
Acquired Thereafter.

                  i) If the Participant's employment with Putnam and its
Subsidiaries terminates for any reason whatsoever (other than a termination for
Cause), Putnam (in the discretion of the Board) shall have an option
("Repurchase Option") to purchase all or less than all of the Class B Shares
then held or thereafter acquired by the Participant (or, if his employment was
terminated by his death, his estate) at any time following the expiration of the
post-Termination Holding Period, upon giving notice in writing to the
Participant (or his estate) of its election to exercise such Repurchase Option.
Notwithstanding the above, the Repurchase Option may not be exercised by Putnam
prior to the date six (6) months following (A) the vesting date of the Class B
Shares or (B) date of exercise in the case of Class B Shares acquired upon
exercise of Options.

                                       11
<PAGE>


                  ii) Each Participant may request, in a written notice
delivered to the Committee during the post-Termination Holding Period, that
Putnam (in the discretion of the Board) purchase all or some of the Class B
Shares then held by the Participant, but Putnam shall have no obligation to
purchase such Class B Shares. Notwithstanding the above, no Participant may
offer to Putnam any Class B Shares that have been held by the Participant for
less than six (6) months from the date of vesting of such shares.

                  iii) So long as the Repurchase Option is exercisable but not
exercised as provided herein, the Participant (or his or her estate) shall be
entitled to retain or transfer such Class B Shares, subject to all of the
provisions of this Plan (including, without limitation, Sections 8 and 9) and
the Declaration of Trust of Putnam.

                  iv) Following any exercise of the Repurchase Option by Putnam,
the Participant shall no longer have any rights with respect to the Class B
Shares so purchased except for the right to receive the payment set forth
herein. All purchases pursuant to this Section 7(d) by Putnam shall be for a
purchase price per Class B Share equal to Fair Market Value as of the date of
sale and shall be subject to such further conditions as the Committee may
prescribe (including forfeiture by the Participant of all or any portion of the
amounts received pursuant to this Section 7(d) upon violation of the
Participant's Non-Solicitation Agreement).

                  v) The provisions of this Section 7(d) shall apply only to
Class B Shares that have not been forfeited or purchased pursuant to Sections
7(a), (b) and (c) hereof.

         (f) Unforeseen Personal Hardship. In the event that a Participant,
while in the employment of Putnam or any Subsidiary, experiences Unforeseen
Personal Hardship, the Board will carefully consider any request by the
Participant that Putnam purchase the Participant's Class B Shares at a price per
Class B Share equal to Fair Market Value, but Putnam shall have no obligation to
purchase such Class B Shares. The Board shall consider such request with respect
to Unforeseen Personal Hardship as soon as practicable after receipt by the
Committee of a written request by the Participant, such request to include
sufficient details of the Participant's Unforeseen Personal Hardship to permit
the Board to review the request and the circumstances in an informed manner, and
the Board may prescribe such conditions to Putnam's purchase of such Class B
Shares as it deems appropriate.

Section 8. Transfer of Awards

         (a) Nontransferability of Awards.

                  i) Except as provided in the Plan or as determined by the
Committee, neither the Participant nor any of his heirs or representatives shall
sell, assign, transfer, pledge or otherwise directly or indirectly dispose of or
encumber any of the Options, Restricted Stock or Class B Shares to or with any
other person, firm or corporation (including, without limitation, transfers to
any other holder of Putnam's capital stock, dispositions by gift, by will and by
operation of law) other than a transfer of Options, Restricted Stock or Class B
Shares by operation of law to the estate of the Participant upon the death of
the Participant, provided that such estate agrees to be bound by all provisions
of the Plan and the applicable Award Agreement.

                  ii) A Participant may not transfer Options, Restricted Stock
and Class B Shares, except that, upon the approval of the Committee (such
approval to be granted only in individual isolated situations), a Participant
may transfer Options, Restricted Stock and Class B Shares to members of such
Participant's Immediate Family (as defined below) if the Participant does not
receive any consideration for the transfer. "Immediate Family" refers to
children, grandchildren and spouse of the Participant or one or more trusts
exclusively for the benefit of such family members or partnerships in which such
family

                                       12
<PAGE>


members are the only partners; provided such transfer may not be consummated
unless such intended transferee shall have agreed in writing to make and be
bound by the representations, warranties and covenants set forth in the Plan and
the applicable Award Agreement, pursuant to an instrument of assumption
satisfactory in substance and form to Putnam; and provided further that such
transferee holds such transferred Options, Class B Shares and Restricted Stock
as if no such transfer had occurred. For example, if a Participant transfers
Class B Shares pursuant to this Section 8(a)(ii) to his or her child and such
Participant is subsequently terminated for Cause, the child must forfeit such
transferred Class B Shares in accordance with the terms of the Plan as if the
Participant held such Class B Shares at the time of such termination.

                  iii) If, notwithstanding provisions of the Plan, a court
determines that a transfer that is not permitted pursuant to the terms hereof is
nonetheless valid, the Class B Shares, Restricted Stock or Options so
transferred will be repurchased from the transferee forthwith at a price per
Class B Share (or share of Restricted Stock) equal to Fair Market Value (or, in
the case of an Option, at a price per Class B Share underlying such Option equal
to the excess, if any, of the Fair Market Value over the exercise price per
Class B Share of such Option) and in no case will any such transferee have any
rights with respect to such Class B Shares, Restricted Stock or Options except
for the right to receive the payment set forth herein.

         (b) Sales of Class B Shares and Restricted Stock to Putnam;
Cancellation of Options.

                  i) Each Participant may request, in a written notice delivered
to the Board during a Window Period, or, in accordance with Section 7, following
the termination of a Participant's employment, that Putnam purchase all or some
of the Class B Shares then held by the Participant, but Putnam shall have no
obligation to purchase such Class B Shares. Notwithstanding the above, no
Participant may offer to Putnam any Class B Shares that have been held by the
Participant for less than six (6) months from the date of vesting of such
shares. All purchases by Putnam pursuant to this Section 8(b)(i) shall be made
effective as of the last day of the applicable Window Period or, in the event of
termination, as of the date of purchase, shall be for a purchase price per Class
B Share equal to Fair Market Value as of the date of the sale and shall be
subject to such conditions as the Committee or the Board may prescribe in the
Award Agreement or otherwise (including forfeiture of all or any portion of the
proceeds of such purchase upon violation of the Participant's Non-Solicitation
Agreement).

                  ii) Putnam may (1) cancel all or some of the Options then held
by the Participant in exchange for a payment in cash, with respect to each
Option so cancelled, of an amount equal to the number of Class B Shares subject
to the Option multiplied by the excess, if any, of the Fair Market Value per
Class B Share on the date of such cancellation over the exercise price per Class
B Share for such Option and (2) cancel all or some of the Class B Shares and
shares of Restricted Stock in exchange for a payment in cash, with respect to
each Class B Share or share of Restricted Stock so cancelled, of an amount equal
to Fair Market Value of a Class B Share on the date of the cancellation;
provided, however, that (1) a determination to effect a complete cancellation of
Options, Class B Shares and Restricted Stock can be made only (x) if directed by
the MMC Committee (in which case the Board shall authorize such complete
cancellation) or (y) by the Board (with the approval of the MMC Committee); (2)
a determination to effect a partial cancellation of Options, Class B Shares and
Restricted Stock can be made only by the Board (with the approval of the MMC
Committee); and (3) amounts otherwise payable under this paragraph (ii) may be
subject to such conditions (including forfeiture of all or any portion of
amounts received pursuant to this paragraph (ii) upon violation of the
Participant's Non-Solicitation Agreement or any noncompetition agreement between
Participant and Putnam), as may be prescribed in the Award Agreement or
otherwise. In the event of a complete cancellation of Options, Class B Shares
and Restricted Stock, the Plan shall terminate. It is generally intended that
any partial cancellation pursuant to this Section 8(b)(ii) shall be accomplished
in a manner calculated, in the Board's sole discretion, to affect all
Participants ratably and equitably; provided, however, that nothing herein shall
prohibit such cancellation on an individual or any

                                       13
<PAGE>


other basis. Notwithstanding the foregoing, if within a twelve-month period
immediately following a cancellation pursuant to this Section 8(b)(ii), there
occurs a Change in Control of MMC, a Change in Control of Putnam, a Transaction
(as defined in Section 9(c) hereof), a Public Offering or a Special Transaction
(collectively, an "Event");

                           (1) in the case of a Change in Control of MMC or a
         Change in Control of Putnam, each Participant shall be entitled to
         receive, with respect to each Class B Share, share of Restricted Stock
         and Option so cancelled, (x) in the case of Class B Shares or shares of
         Restricted Stock, an additional amount in cash equal to the excess, if
         any, of the Fair Market Value of a Class B Share on the date of such
         Change in Control over the Fair Market Value of a Class B Share on the
         date of cancellation, or, in the case of an Option so cancelled, an
         additional amount in cash equal to the excess, if any, of the Fair
         Market Value of a Class B Share on the date of such Change in Control
         over the higher of the Fair Market Value of a Class B Share on the date
         of cancellation and the exercise price per Class B Share subject to
         such Option, and (y) an additional amount in cash equal to the
         Additional Payment (as defined in Section 9(a) hereof), as if the
         awards had not been so cancelled, the entitlement to the Additional
         Payment being subject to the same terms and conditions set forth in
         said Section 9(a);

                           (2) in the case of a Transaction, each Participant
         shall be entitled to receive, with respect to that percentage (equal to
         the MMC Percentage, as defined in Section 9(c) hereof) of the Class B
         Shares, shares of Restricted Stock and Options so cancelled, (x) in the
         case of Class B Shares or shares of Restricted Stock, an additional
         amount in cash equal to the excess, if any, of the Fair Market Value of
         a Class B Share as of the date of the Transaction over the Fair Market
         Value of a Class B Share as of the date of cancellation, or, in the
         case of an Option so cancelled, an additional amount in cash equal to
         the excess, if any, of the Fair Market Value of a Class B Share as of
         the date of the Transaction over the higher of the Fair Market Value of
         a Class B Share on the date of cancellation and the exercise price per
         Class B Share subject to such Option, and (y) an additional amount in
         cash equal to the Additional Tag-Along Payment (as defined in Section
         9(c) hereof), as if the awards had not been so cancelled and the
         Participant had exercised the rights referred to in Section 9(c)
         hereof, the entitlement to the Additional Tag-Along Payment being
         subject to the same terms and conditions set forth in said Section
         9(c);

                           (3) in the case of a Public Offering, each
         Participant shall be entitled to receive, with respect to each Class B
         Share, share of Restricted Stock and Class B Share subject to an Option
         so cancelled, an additional amount in cash equal to the excess, if any,
         of the per share price paid in respect of shares of capital stock of
         Putnam issued or sold in the Public Offering (which price shall be
         equitably adjusted, to the extent appropriate, by the Committee with
         the approval of the MMC Committee in the event that the shares of
         Putnam common stock issued or sold in the Public Offering are not Class
         A Shares) over (x) in the case of Class B Shares or Restricted Stock so
         cancelled, the Fair Market Value of a Class B Share as of the date of
         cancellation and (y) in the case of an Option so cancelled, the higher
         of the Fair Market Value of a Class B Share as of the date of
         cancellation or the exercise price per Class B Share subject to such
         Option; and

                           (4) in the case of a Special Transaction, each
         Participant shall be entitled to receive, with respect to that
         percentage (equal to the Publicly Traded Transaction Percentage, as
         defined in Section 9(d) hereof) of the Class B Shares, shares of
         Restricted Stock and Options so cancelled, an additional amount in cash
         equal to the excess, if any, of the per share price of the shares of
         capital stock of Putnam issued to the

                                       14
<PAGE>


         public in connection with the Special Transaction (which price shall be
         equitably adjusted, to the extent appropriate, by the Committee with
         the approval of the MMC Committee in the event that the shares of
         Putnam common stock issued or sold in the Special Transaction are not
         Class A Shares) over (x) in the case of Class B Shares or Restricted
         Stock so cancelled, the Fair Market Value of a Class B Share as of the
         date of cancellation and (y) in the case of an Option so cancelled, the
         higher of the Fair Market Value of a Class B Share as of the date of
         cancellation or the exercise price per Class B Share subject to such
         Option.

                  iii) Following any receipt of notice from Putnam relating to
any cancellation pursuant to Section 8(b)(ii), the Participant shall no longer
have any rights with respect to the Class B Shares, Restricted Stock and Options
so cancelled, except for the right to receive the payments described herein on
the terms and conditions provided herein. All purchases pursuant to this Section
8(b) by Putnam shall be for a purchase price per Class B Share equal to Fair
Market Value as of the date of sale.

         (c) Certain Other Permitted Transfers of Class B Shares. If a
Participant requests that Putnam purchase all or some of the Class B Shares then
held by the Participant in accordance with Section 8(b)(i) and Putnam does not
purchase the Class B Shares so offered ("Refused Shares") then, during the
thirty-day period immediately following the date the Class B Shares were refused
by Putnam, the Participant may accept an offer (which must be in writing and for
Fair Market Value as of the date that the Class B Shares were refused by Putnam)
from, and sell to, any Participant who (unless such condition is waived by the
Committee with the approval of the MMC Committee) is then an Accredited Investor
and an Employee seeking to purchase all or any part of the Refused Shares. Upon
receipt of such offer (and prior to acceptance thereof), the Participant shall
give notice in writing to Putnam (i) designating the number of Refused Shares to
be sold, (ii) naming the purchaser of such Refused Shares and (iii) specifying
the price and terms of the sale; provided such sale may not be consummated
unless such intended purchaser shall have agreed in writing to make and be bound
by the representations, warranties, covenants and conditions set forth in the
Plan and the applicable Award Agreement, pursuant to an instrument of assumption
satisfactory in substance and form to Putnam. Any Class B Shares so transferred
shall be subject to all of the terms and conditions of the Plan and the
applicable Award Agreement, except that the transferee-Participant shall be
substituted for the transferor-Participant with respect to any such applicable
terms and conditions.

         (d) Automatic Exchange of Shares or Units. Putnam, by action of the
Committee (with the approval of the MMC Committee), may exchange the then Class
B Shares and shares of Restricted Stock for shares or units and restricted
shares or units, as the case may be, of another entity and substitute shares and
units of another entity for Class B Shares subject to options in one or more
transactions at one or more times, provided that (x) immediately following each
such exchange, the sole assets of such other entity shall be shares of, or other
equity interest in, Putnam (or a successor or parent of Putnam) and assets of
Putnam (including, without limitation, any right under the Plan, any other
equity plan of Putnam, or related to such plans) and (y) the rights of the then
holders of Class B Shares and shares of Restricted Stock shall not, in the
judgment of the Committee, be materially adversely affected (defined so as to
include, without limitation, for purposes of this subsection, being "adversely
affected" under Section 77 of the Massachusetts Business Corporation Law (or any
successor statute thereto), as may be in effect or amended from time to time, to
the extent such Section would have been applicable to, and as a consequence of
its application voting rights would have been granted in connection with, such
transaction if a corporate entity incorporated under the laws of the
Commonwealth of

                                       15
<PAGE>


Massachusetts were engaged in such transaction) as a result of such exchange (it
being understood that an exchange (by merger, consolidation or an exchange of
units or shares) of units of a business trust for shares of a corporate entity
shall not be deemed to have such a material adverse affect as a result of the
different entity level taxes to be paid by a business trust and a corporation
and that an exchange (by merger, consolidation or an exchange of units and
shares) of units of a business trust for shares of a corporate entity
incorporated under the laws of the Commonwealth of Massachusetts with terms
substantially similar to those set forth in Putnam Investment, Inc.'s Articles
of Organization in effect on the date shares were first issued pursuant to the
Plan and as such terms may have been modified in the declaration of trust of the
business trust or under Massachusetts corporate law, shall automatically be
deemed to not have such a material adverse affect). Following any such exchange,
references in the Plan to Class B Shares or Class A Shares shall be deemed to
refer to the shares or units issued in exchange therefor, references in the Plan
to shares of Restricted Stock shall be deemed to refer to the shares or units
issued in exchange therefor which, following any such exchange, shall remain
subject to the restrictions and other terms of the Restricted Stock and
references in the Plan to Putnam and the Articles of Organization of Putnam
shall be deemed, respectively, to refer to the entity whose shares or units were
issued in the exchange and the corresponding sections of the organizational
documents of such entity. In addition, following any exchange and in accordance
with Section 5(d), all options to purchase Class B Shares shall thereafter be
options to purchase shares or units issued in exchange for the Class B Shares.
Following any such exchange, the officers of Putnam are authorized and directed
to take all appropriate actions to reflect the exchange and the share/unit
ownership transfers and issuances effected thereby.

Section 9. Change in Control; Sale by MMC; Public Offering; Special Transaction

         (a) Change in Control. In the event of a Change in Control of MMC or a
Change in Control of Putnam, subject to such conditions as may be prescribed by
the Committee in the Award Agreement or otherwise (including forfeiture of all
or any portion of the amounts paid or payable pursuant to this Section 9(a) upon
violation of the Participant's Non-Solicitation Agreement):

                  i) all outstanding Options and Restricted Stock shall become
         fully vested immediately prior to the consummation of either such
         Change in Control;

                  ii) all outstanding Options shall be cancelled as of the date
         of either such Change in Control in exchange for a cash payment by
         Putnam equal to the amount determined under clause (A) of the first
         sentence of Section 8(b)(ii) hereof;

                  iii) all Class B Shares shall be cancelled as of the date of
         either such Change in Control in exchange for a cash payment by Putnam
         equal to the amount determined under clause (B) of the first sentence
         of Section 8(b)(ii) hereof;

                  iv) subject to the succeeding provisions of this Section 9(a),
         each holder of an Option ("Optionee") and each holder of Class B Shares
         shall be entitled to receive from Putnam, with respect to each Option
         or Class B Share (as the case may be) then outstanding, an additional
         cash amount (the "Additional Payment") equal to (A) the product of (I)
         the number of Class B Shares subject to the Options cancelled hereunder
         (in the case of an Optionee) or the number of Class B Shares cancelled
         hereunder (in the case of a holder of Class B Shares) and (II) the
         excess, if any, of (1) the per share price payable in respect of Class
         A Shares in connection with a Change in Control of Putnam (or, in the
         event of a Change in Control of MMC, the "fully distributed trading
         value" of a Class B Share as of the date of such Change in Control,
         determined in accordance with Exhibit B hereof) over (2) in the case of
         a Class B Share so cancelled, the Fair Market Value of such Class B
         Share as of the date of the applicable Change in Control, and in the
         case of an Option so cancelled, the higher of the Fair Market Value of
         a Class B Share as of the date of the applicable Change in Control and
         the exercise price per Class B Share subject to such Option, plus or
         minus (B) any earnings or losses (as hereinafter described) on the
         amount determined under (A) above; and

                  v) the Plan shall terminate.

                                       16
<PAGE>


The rights of an Optionee or a holder of Class B Shares to the Additional
Payment shall vest at the rate of 33.33% on each of the first three
anniversaries of the applicable Change in Control if such Optionee or holder of
Class B Shares remains continuously employed with Putnam or any of its
Subsidiaries or affiliates and any nonvested amounts shall be forfeited upon the
Optionee's or Class B Share holder's termination of employment for any reason;
provided, however, that in the event of a Special Termination or an involuntary
termination without Cause (in either case, determined in the manner in effect
immediately prior to the applicable Change in Control), the Optionee's or Class
B Share holder's rights to the Additional Payment shall become fully vested. Any
Additional Payment forfeited by a Participant shall revert to Putnam. Upon
occurrence of either such Change in Control, Putnam shall establish one or more
grantor trusts and promptly contribute thereto the aggregate amount described in
clause (iv)(A) above in respect of each Optionee and holder of Class B Shares.
Such grantor trust shall permit each such Optionee and holder of Class B Shares
to direct the investment of funds held for his benefit in the trust among the
various Putnam funds and such other investments as may be designated by the
Committee.

         (b) Public Offering. Upon a Public Offering, subject to such conditions
as may be prescribed by the Committee in the Award Agreement or otherwise
(including (x) Participant's execution of a general release of all claims
against Putnam (and any of its officers, directors of employees) in form and on
terms satisfactory to Putnam, and/or (y) forfeiture of all or any portion of the
amounts paid or payable pursuant to this Section 9(b) upon violation of the
Participant's Non-Solicitation Agreement or any noncompetition agreement between
Putnam and Participant):

                           i) in accordance with Section 4.2.6 of the
         Declaration of Trust of Putnam, each Class B Share and each share of
         Restricted Stock shall be converted into one Class A Share;

                           ii) all Restricted Stock shall remain subject to the
         same vesting schedule and other terms and conditions as were in effect
         immediately prior to such Public Offering. In addition, all Class A
         Shares issued pursuant to clause (i) above shall be subject to such
         customary transfer restrictions as shall be reasonably required by the
         managing underwriter of such Public Offering;

                           iii) each Option that is outstanding immediately
         prior to such Public Offering shall be converted into an Option for
         that number of Class A Shares equal to the number of Class B Shares
         subject to such Option, at an exercise price equal to the exercise
         price of such Option immediately prior to the Public Offering. With
         respect to any Option (or portion of an Option) that is vested
         immediately prior to the Public Offering, such Option (or such portion
         of an Option) shall be otherwise subject to the same terms and
         conditions to which such Option (or such portion of an Option) was
         subject immediately prior to the Public Offering. With respect to any
         Option (or a portion of an Option) that is not vested immediately prior
         to the Public Offering, such Option (or such portion of an Option)
         shall vest with respect to 25% of shares subject thereto on each of the
         first, second, third and fourth anniversaries of the Public Offering
         and shall be otherwise subject to the same terms and conditions to
         which such Option (or such portion of an Option) was subject
         immediately prior to the Public Offering;

                           iv) holders of vested Class A Shares resulting from
         the conversion described herein shall be entitled to such registration
         rights as may be deemed appropriate by the Committee with the approval
         of the MMC Committee; provided however, nothing contained herein shall
         limit the rights of such holders to sell their vested Class A Shares
         pursuant to Rule 144 promulgated under the Securities Act; and

                           v) if a Public Offering occurs in connection with a
         Transaction, then, first, the

                                       17
<PAGE>


         applicable provisions of Section 9(c) will apply and then, with respect
         to any Class B Shares, Restricted Stock or Options held by the
         Participant following the application of such provisions, this Section
         9(b) shall apply.

         (c) Tag-Along Rights. If MMC determines to sell any of the Class A
Shares owned by it to a person or entity other than MMC, Putnam, a subsidiary of
one of them, a trustee or other fiduciary holding securities of Putnam under an
employee benefit plan maintained by MMC or Putnam, or by a subsidiary of one of
them, or an employee, trustee or director of MMC or Putnam, in a transaction
("Transaction") that, if consummated, would not constitute a Change in Control
of Putnam, a Public Offering or a Special Transaction, then, subject to such
conditions as may be prescribed by the Committee in the Award Agreement or
otherwise (including (x) Participant's execution of a general release of all
claims against Putnam (and any of its officers, directors or employees) in form
and on terms satisfactory to Putnam, and/or (y) forfeiture of all or any portion
of the amounts paid or payable pursuant to this Section 9(c) upon violation of
the Participant's Non-Solicitation Agreement or any noncompetition agreement
between Putnam and Participant), the Participant may give written notice (such
notice to be given by a Participant within twenty-one (21) days of being advised
of the Transaction) to the Committee of his desire:

                           i) to sell to Putnam in connection with the
         Transaction such percentage of the aggregate number of Class B Shares
         and shares of Restricted Stock held by the Participant at such time
         (rounded to the nearest whole share) as equals the percentage that the
         Class A Shares proposed to be sold by MMC in such Transaction bears to
         the total number of Class A Shares held by MMC immediately prior to the
         Transaction (the "MMC Percentage"), such sale to be effected at a price
         per share equal to the Fair Market Value of a Class B Share as of the
         date of the Transaction and otherwise on materially the same terms and
         conditions as are applicable to Class A Shares sold by MMC (with Class
         B Shares being sold prior to the sale of any shares of Restricted Stock
         and any shares of Restricted Stock so sold becoming fully vested and no
         longer subject to restrictions); and/or

                           ii) to cancel (as of the date of such Transaction)
         such percentage of each Option granted to such Participant that is
         outstanding immediately prior to such Transaction (rounded to the
         nearest whole share) as equals the MMC Percentage, such cancellation to
         be in exchange for a cash payment from Putnam equal to the product of
         (A) the number of shares then subject to such Option, (B) the MMC
         Percentage and (C) the excess, if any, of the Fair Market Value per
         Class B Share on the date of cancellation over the exercise price per
         Class B Share for such Option (and Putnam and MMC shall take all
         actions necessary to implement the Participant's elections upon
         consummation of the Transaction).

Subject to the provisions of the following sentence, (I) each holder of Class B
Shares and shares of Restricted Stock who elects to sell the applicable
percentage of such shares, as described in clause (i) above, shall be entitled
to receive from Putnam an additional cash payment equal to (A) the number of
Class B Shares and shares of Restricted Stock sold hereunder multiplied by (B)
the excess, if any, of (i) the per share price payable in respect of Class A
Shares in connection with such Transaction over (ii) the Fair Market Value of a
Class B Share as of the date of such Transaction, and (II) each Optionee who
elects to have a percentage of his Options cancelled, as described in clause (2)
above, shall be entitled to receive from Putnam an additional cash payment with
respect to each Class B Share subject to an Option or portion of an Option so
cancelled, equal to the excess, if any, of (i) the per share price payable in
respect of Class A Shares in connection with the Transaction over (ii) the
higher of the Fair Market Value of a Class B Share as of the date of such
cancellation and the exercise price per Class B Share subject to such Option or
portion of an Option (the additional payments referred to in clause (I) or (II),
as the case may be, plus or minus earnings and losses thereon, as hereinafter
described, being referred to herein as the "Additional Tag-

                                       18
<PAGE>


Along Payment"). The rights of an Optionee or a holder of Class B Shares (or
shares of Restricted Stock) to the Additional Tag-Along Payment shall vest at
the rate of 33.33% on each of the first three anniversaries of the Transaction
if such Optionee or holder of Class B Shares (or shares of Restricted Stock)
remains continuously employed with Putnam or any of its Subsidiaries or
affiliates and any nonvested amounts shall be forfeited upon the termination of
employment of such Optionee or holder of Class B Shares (or shares of Restricted
Stock) for any reason; provided, however, that in the event of a Special
Termination or an involuntary termination without Cause (in either case,
determined in the manner in effect immediately prior to the Transaction), the
rights of such Optionee or holder of Class B Shares (or shares of Restricted
Stock) to the Additional Tag-Along Payment shall become fully vested. Any
Additional Tag-Along Payment forfeited by a Participant shall revert to Putnam.
Upon occurrence of the Transaction, Putnam shall establish one or more grantor
trusts and promptly contribute thereto an amount equal to the aggregate amount
set forth in clauses (I) and (II) above. Such grantor trust shall permit each
such Optionee and holder of Class B Shares (or shares of Restricted Stock) to
direct the investment of funds held for his benefit in the trust among the
various Putnam funds and such other investments as may be designated by the
Committee. Notwithstanding anything to the contrary contained in this Section
9(c), any and all Class B Shares and shares of Restricted Stock that are not
sold pursuant to this Section 9(c), and any and all Options that are not
cancelled pursuant to this Section 9(c), shall remain outstanding in accordance
with their respective terms and the terms of this Plan. If for any reason MMC
does not consummate the proposed Transaction, the provisions of this Section
9(c) shall cease to apply with respect to such proposed Transaction, provided
that such provisions shall again apply to any subsequently proposed Transaction.

         (d) Special Transaction. In the event of a Special Transaction, subject
to such conditions as may be prescribed by the Committee in the Award Agreement
or otherwise (including (x) Participant's execution of a general release of all
claims against Putnam (and any of its officers, directors or employees) in form
and on terms satisfactory to Putnam, and/or (y) forfeiture of all or any portion
of the amounts paid or payable pursuant to this Section 9(d) upon violation of
the Participant's Non-Solicitation Agreement or any noncompetition agreement
between Participant and Putnam):

                  i) a percentage of the Class B Shares and a percentage of the
shares of Restricted Stock held by each Participant that is equal to (i) the
number of shares of common stock of Putnam issued to the public in connection
with the Special Transaction (which number of shares shall be equitably
adjusted, to the extent appropriate, by the Committee with the approval of the
MMC Committee in the event that the shares of Putnam common stock issued to the
public are not Class A Shares) divided by (ii) the total number of Class A
Shares, Class B Shares, shares of Restricted Stock and Class B Shares subject to
Options outstanding immediately prior to the Special Transaction (the "Publicly
Traded Special Transaction Percentage") shall be converted into Class A Shares
(rounded to the nearest whole share). Each share of Restricted Stock remaining
shall be subject to the same vesting schedule and other terms and conditions as
were in effect immediately prior to such conversion and each Class B Share
remaining shall be subject to the same terms and conditions as were in effect
immediately prior to such conversion;

                  ii) a percentage of each Option that is outstanding
immediately prior to such Special Transaction equal to the Publicly Traded
Special Transaction Percentage shall be converted into an option for the number
of Class A Shares, rounded to the nearest whole share, equal to the number of
the Class B Shares that was previously subject to such percentage of each such
Option, at an exercise price equal to the exercise price of such Option
immediately prior to the Special Transaction. With respect to any Option (or
portion of an Option) that is vested immediately prior to the Special
Transaction, such Option (or such portion of an Option) shall be otherwise
subject to the same terms and conditions to which such Option (or such portion
of an Option) was subject immediately prior to the Special Transaction. With
respect to any Option (or a portion of an Option) that is not vested immediately
prior to the Special Transaction, such Option (or such portion of an Option)
shall vest with respect to 25% of the shares subject thereto on each of the
first, second, third and fourth anniversaries of the Special Transaction and
shall be otherwise subject to the same terms and conditions to which such Option
(or such portion of an Option) was subject immediately


                                       19
<PAGE>

prior to the Special Transaction; and

                  iii) holders of vested Class A Shares resulting from the
conversion described herein shall be entitled to such registration rights as may
be deemed appropriate by the Committee with the approval of the MMC Committee;
provided, however, nothing contained herein shall limit the rights of such
holders to sell their vested Class A Shares pursuant to Rule 144 promulgated
under the Securities Act.

         As soon as practicable following consummation of the Special
Transaction, the Committee (or the Committee of the resulting entity) and the
MMC Committee shall conduct a formal review of the Plan with a view toward
adopting an amended, new or successor plan (the "New Plan"). Upon the adoption
of such New Plan, no additional awards will be made under this Plan, but any
awards previously granted pursuant to this Plan shall remain subject to the
terms and conditions of this Plan. If, however, by the third anniversary of the
Special Transaction, the Committee and the MMC Committee are unable to agree to
the adoption of the New Plan, then

                           (1) each Class B Share and each share of Restricted
         Stock shall be converted into one (1) Class A Share;

                           (2) all Restricted Stock shall remain subject to the
         same vesting schedule and other terms and conditions as were in effect
         immediately prior to such third anniversary;

                           (3) each Option that is outstanding immediately prior
         to such third anniversary shall be converted into an Option for that
         number of Class A Shares equal to the number of Class B Shares subject
         to such Option, at an exercise price equal to the exercise price of
         such Option immediately prior to such third anniversary and otherwise
         subject to the same terms and conditions as such Option was subject to
         immediately prior to the Public Offering; and

                           (4) holders of vested Class A Shares resulting from
         the conversion described herein shall be entitled to such registration
         rights as may be deemed appropriate by the Committee with the approval
         of the MMC Committee; provided however, nothing contained herein shall
         limit the rights of such holders to sell their vested Class A Shares
         pursuant to Rule 144 promulgated under the Securities Act.

Section 10. Amendment, Modification, and Termination of the Plan

         (a) Amendment, Modification and Termination. The MMC Committee at any
time may terminate or suspend the Plan, and the Committee (with the approval of
the MMC Committee) may from time to time amend or modify the Plan. No right of
the MMC Committee under this Plan may be amended in absence of approval of the
MMC Committee of such amendment. No amendment, modification, termination or
suspension of the Plan shall in any manner materially adversely affect any award
theretofore granted under the Plan; provided, however, that notwithstanding the
above, the MMC Committee may amend, modify, terminate or suspend the Plan in any
manner if such amendment, modification, termination or suspension is approved by
holders of not less than 75% of the outstanding Class B Shares, shares of
Restricted Stock and Class B Shares subject to Options (in each case, whether or
not vested) who vote with respect to such amendment, modification, termination
or suspension; provided further that the Committee (with the approval of the MMC
Committee) may amend the Plan at any time without any such consent to the extent
necessary to ensure compliance with tax, securities or any other applicable
laws; and provided further that the MMC Committee, after consultation with the
Committee, may amend the Plan and the terms of any outstanding shares of
Restricted Stock, Class B Shares or Options, at any time and to the extent
necessary, in the opinion of MMC's independent public accountants, to insure
(while maintaining, to the extent

                                       20
<PAGE>


practical, the economic and other rights of the holders of Class B Shares,
Restricted Stock and Options) that the Plan and the Class B Shares, Restricted
Stock and Options continue to qualify for "fixed accounting" under United States
generally accepted accounting principles.

         (b) Term of Plan; Plan Review. The Plan shall be effective as of the
Effective Date. The Plan shall continue in effect unless terminated in
accordance with Section 10(a). The provisions of the Plan, however, shall
continue thereafter to govern all outstanding Options, Restricted Stock and
Class B Shares theretofore acquired by Participants pursuant to the Plan. During
2007, the Committee and the MMC Committee shall conduct a formal review of the
Plan to determine its continued appropriateness.

Section 11. Miscellaneous Provisions

         (a) Dividends. In accordance with Section 4.2.3 of the Declaration of
Trust of Putnam, a Participant shall have the right to receive such dividends
per share with respect to the Participant's Restricted Stock and Class B Shares
as are declared from time to time per share with respect to Class A Shares,
except that (i) Restricted Stock and Class B Shares issued prior to January 1,
1998, shall not be entitled to any dividends declared or paid on or prior to
December 31, 1997, (ii) dividends payable with respect to Class A Shares in
additional Class A Shares, shall be payable with respect to Class B Shares in
additional Class B Shares, (iii) Putnam may pay dividends on Class A Shares
without paying a dividend on the Class B Shares provided such dividend is
approved by holders of not less than 75% of the outstanding Class B Shares and
shares of Restricted Stock who vote with respect to such proposed dividend
payment and (iv) Putnam may pay dividends on shares of Class A Common Stock
payable in additional shares of Class A Common Stock without paying a dividend
on the Class B Shares and Restricted Stock provided that the dividend,
liquidation and conversion rights of the Class B Shares and Restricted Stock are
equitably adjusted, including by amendment to the Plan pursuant to Section 10(a)
hereof, if appropriate, so that the economic and other rights of the Class B
Shares and Restricted Stock are not adversely affected. The foregoing
notwithstanding, the Committee may provide for optional or mandatory deferral of
any cash dividends with respect to Restricted Stock, provided that no additional
shares of Restricted Stock become issuable. The Participant shall not have a
right to receive dividends with respect to any Options.

         (b) Beneficiary Designation. Each Participant under the Plan may from
time to time name any beneficiary or beneficiaries (who may be named
contingently or successively) by whom any right under the Plan is to be
exercised in case of his death. Each designation will revoke all prior
designations by the same Participant, shall be in a form reasonably prescribed
by the Committee, and will be effective only when filed by the Participant in
writing with the Committee during his lifetime.

         (c) No Guarantee of Employment or Participation. Nothing in the Plan or
the Award Agreement shall interfere with or limit in any way the right of
Putnam, MMC or any Subsidiary to terminate any Participant's employment at any
time, or confer upon any Participant any right to continue in the employ of
Putnam, MMC or any Subsidiary. No Employee shall have a right to be selected as
a Participant or, having been so selected, to receive or purchase any Options or
Restricted Stock.

         (d) Tax Withholding. Putnam or the Subsidiary employing a Participant
shall have the power to withhold, or to require such Participant to remit to
Putnam or such Subsidiary, subject to such other arrangements as the Committee
may make, an amount sufficient to satisfy all federal, state, local and foreign
withholding tax requirements in respect of any Option or Restricted Stock
granted or sold under the Plan.

         (e) Indemnification. Each person who is or shall have been a member of
the Committee or of the Board or of the MMC Committee shall be indemnified and
held harmless by Putnam to the fullest extent permitted by law from and against
any and all losses, costs, liabilities and expenses (including any related
attorneys' fees and advances thereof) in connection with, based upon or arising
or resulting from any claim, action, suit or proceeding to which he may be made
a party or in which he may be involved by reason of any

                                       21
<PAGE>


action taken or failure to act under the Plan and from and against any and all
amounts paid by him in settlement thereof, with Putnam's approval, or paid by
him or her in satisfaction of any judgment in any such action, suit or
proceeding against him or her, provided that he or she shall give Putnam an
opportunity, at its own expense, to defend the same before he or she undertakes
to defend it on his or her own behalf. The foregoing right of indemnification
shall not be exclusive and shall be independent of any other rights of
indemnification to which such persons may be entitled under Putnam's Declaration
of Trust or By-laws, by contract, as a matter of law or otherwise.

         (f) No Limitation on Compensation. Nothing in the Plan shall be
construed to limit the right of Putnam, MMC or any Subsidiary to establish other
plans or to pay compensation to its employees, in cash or property, in a manner
that is not expressly authorized under the Plan.

         (g) Securities Laws Compliance. The granting of Options, the granting
or sale of Restricted Stock and the issuance of Class B Shares shall be subject
to all applicable laws, rules and regulations, and to such approvals by any
governmental agencies or national securities exchanges as may be required. No
Options shall be granted under the Plan, and no Class B Shares or Restricted
Stock shall be issued under the Plan, if such grant, sale or issuance would
result in a violation of applicable law, including the federal securities laws
and any applicable state securities laws.

         (h) Voting Rights. Except as otherwise required by law or by this Plan,
no Participant holding any Options granted under the Plan shall have any right,
in respect of such Options, to vote on any matter submitted to Putnam's
stockholders. Except as otherwise required by law or provided below, no
Participant holding any Restricted Stock granted or sold under the Plan or any
Class B Shares acquired pursuant to the Plan shall have any right, with respect
to such Restricted Stock or Class B Shares, to vote on any matter submitted to
Putnam's stockholders. Notwithstanding the above, at such time as requested by
the MMC Committee, the Putnam Board shall take all steps as may be necessary to
amend the Declaration of Trust so that each Class B Share shall be entitled to
one-tenth of one vote per share (or such other voting rights as may be
determined by the MMC Committee) and to vote together with the Class A Shares on
all matters on which shareholders are generally entitled to vote. In approving
any such amendments to the Declaration of Trust, only the holders of Class A
Shares shall be entitled to vote, except to the extent holders of Class B Shares
have been granted voting rights prior thereto.

         (i) Certain Accounting Considerations. The Options and Restricted Stock
granted or sold pursuant to the Plan are intended to be subject to "fixed
accounting" under the United States Generally Accepted Accounting Principles and
shall be so interpreted to the extent such interpretation is consistent with the
purpose of the provisions being so interpreted.

         (j) Governing Law. The Plan, and all agreements thereunder, shall be
construed in accordance with and governed by the laws of the Commonwealth of
Massachusetts.

         (k) Limitation of Liability. To the extent that Putnam is a business
trust, the shareholders, trustees, officers, employees or agents of the trust,
in their capacity as such, shall not be personally liable for any claims arising
against the business trust related to the business trust's obligations or duties
under the Plan and all Participants and other parties to the Plan shall look
solely to the Trust Estate (as such term is defined in the Declaration of Trust
for the trust) for the payment of any claim arising against the business trust
related to the business trust's obligations or duties under the Plan or for the
performance of any obligations of the business trust under the Plan.
Notwithstanding the foregoing, Participants and other parties to the Plan shall
remain liable for any claims related to their individual obligations, duties and
performance imposed by the Plan.

                                       22