Exhibit 10(iii)(d)      

                                                     As amended and restated
                                                        effective 9/21/98

                                 HSB GROUP, INC.
                             1995 STOCK OPTION PLAN


                 ARTICLE I - PLAN ADMINISTRATION AND ELIGIBILITY

1.1  Purpose of Plan

     The purpose of the 1995 Stock Option Plan is to attract and retain  persons
     of ability as employees of the Company and its Subsidiaries and to motivate
     such  employees to exert their best efforts to  contribute to the long-term
     growth of the Company by encouraging  ownership in the Company. The Plan is
     further  designed  to promote a closer  identity  of  interest  between key
     employees and the Company's shareholders.

1.2  Definitions

     (a)  "Appreciation"  shall  mean the excess of the Fair  Market  Value of a
          share over the  specified  option  price per share  multiplied  by the
          number of shares  subject to the option or  portion  thereof  which is
          surrendered.

     (b)  "Affiliate" shall have the meaning set forth in Rule 12b-2 promulgated
          under Section 12 of the Exchange Act.

     (c)  "Beneficial  Owner"  shall  have the  meaning  set forth in Rule 13d-3
          under the Exchange Act.

     (d)  "Beneficiary"  shall mean the legal  representative of the estate of a
          deceased Optionee or the person or persons who shall acquire the right
          to  exercise  an  option or Stock  Appreciation  Right by  bequest  or
          inheritance  or by reason of the  death of the  Optionee.  In the case
          where a  Participant's  right to shares of  Restricted  Stock  vest as
          provided in Section  2.5(d) on or prior to the  Participant's  date of
          death, the term "Beneficiary" shall also mean the legal representative
          of the estate of the  Participant  or the person or persons  who shall
          acquire  the  right to such  vested  shares  of Stock  by  bequest  or
          inheritance or by reason of the death of such Participant.
<PAGE>

     (e)  "Board" shall mean the Board of Directors of the Company.

     (f)  "Change in Control" shall be deemed to have occurred if the events set
          forth in any one of the following paragraphs shall have occurred:

               (I) any Person is or becomes the  Beneficial  Owner,  directly or
               indirectly,  of securities  of the Company (not  including in the
               securities  beneficially  owned  by such  Person  any  securities
               acquired   directly   from  the   Company   or  its   affiliates)
               representing  25% or more of the  combined  voting  power  of the
               Company's then outstanding  securities,  excluding any Person who
               becomes such a Beneficial  Owner in connection with a transaction
               described in clause (i) of paragraph (III) below; or

               (II) the following individuals cease for any reason to constitute
               a majority of the number of directors  then serving:  individuals
               who,  on  December  23,  1996,  constitute  the Board and any new
               director  (other  than a director  whose  initial  assumption  of
               office is in  connection  with an actual or  threatened  election
               contest,  including  but not  limited to a consent  solicitation,
               relating  to the  election of  directors  of the  Company)  whose
               appointment  or election by the Board or nomination  for election
               by the Company's  shareholders  was approved or  recommended by a
               vote of at least  two-thirds (2/3) of the directors then still in
               office who either were  directors  on December  23, 1996 or whose
               appointment,  election or nomination  for election was previously
               so approved or recommended; or

               (III)  there is  consummated  a merger  or  consolidation  of the
               Company or any direct or indirect  subsidiary of the Company with
               any other  corporation,  other than (i) a merger or consolidation
               which  would  result  in the  voting  securities  of the  Company
               outstanding  immediately  prior to such  merger or  consolidation
               continuing to represent  (either by remaining  outstanding  or by
               being converted into voting securities of the surviving entity or
               any parent  thereof),  in
<PAGE>

               combination  with the ownership of any trustee or other fiduciary
               holding  securities under an employee benefit plan of the Company
               or any  subsidiary  of the Company,  at least 60% of the combined
               voting power of the  securities of the Company or such  surviving
               entity or any parent thereof  outstanding  immediately after such
               merger  or  consolidation,  or  (ii) a  merger  or  consolidation
               effected  to  implement  a  recapitalization  of the  Company (or
               similar  transaction)  in  which  no  Person  is or  becomes  the
               Beneficial  Owner,  directly or indirectly,  of securities of the
               Company (not  including in the securities  Beneficially  Owned by
               such Person any securities  acquired directly from the Company or
               its Affiliates)  representing  25% or more of the combined voting
               power of the Company's then outstanding securities; or

               (IV) the  shareholders  of the Company approve a plan of complete
               liquidation or dissolution of the Company or there is consummated
               an agreement for the sale or disposition by the Company of all or
               substantially all of the Company's  assets,  other than a sale or
               disposition  by the  Company of all or  substantially  all of the
               Company's  assets  to an  entity,  at least  60% of the  combined
               voting  power of the  voting  securities  of which  are  owned by
               shareholders of the Company in substantially the same proportions
               as their ownership of the Company immediately prior to such sale.

          Notwithstanding  the  foregoing,  a "Change in  Control"  shall not be
          deemed  to  have  occurred  by  virtue  of  the  consummation  of  any
          transaction or series of integrated transactions immediately following
          which  the  record   holders  of  the  common  stock  of  the  Company
          immediately  prior  to such  transaction  or  series  of  transactions
          continue to have substantially the same proportionate  ownership in an
          entity  which  owns  all or  substantially  all of the  assets  of the
          Company   immediately   following   such   transaction  or  series  of
          transactions.

     (g)  "Code" shall mean the Internal Revenue Code of 1986, as amended.
<PAGE>

     (h)  "Committee"  shall mean the Human Resources  Committee of the Board or
          any future committee of the Board performing similar functions.

     (i)  "Company" shall mean HSB Group,Inc.  and, except in determining  under
          Section  1.2(f)  hereof  whether  or not any  Change in Control of the
          Company has  occurred,  shall  include any  successor  to its business
          and/or  assets  which  assumes  this  Plan by  operation  of  law,  or
          otherwise.

     (j)  "Disability"  shall mean any condition which would entitle an employee
          of the Company or a Subsidiary to receive benefits under the Company's
          Long-Term  Disability Plan or any long-term disability plan maintained
          by the Subsidiary.

     (k)  "Exchange  Act" shall mean the  Securities  Exchange  Act of 1934,  as
          amended.

     (l)  "Fair Market  Value" shall mean the average of the high and low prices
          per share of the  Company's  Stock as  reported  by the New York Stock
          Exchange Composite Transaction Reporting System (NYSE) on the date for
          which the Fair Market Value is being  determined,  or if no quotations
          are available for the Company's Stock, for the next preceding date for
          which such a quotation is  available.  If shares of Company  Stock are
          not then  listed on the NYSE,  Fair Market  Value shall be  reasonably
          determined by the Committee, in its sole discretion.

     (m)  "Incentive Stock Option" shall mean an option described in Section 422
          of the Code.

     (n)  "Nonstatutory  Stock  Option"  shall  mean an  option  which  does not
          qualify as an Incentive Stock Option under Section 422 of the Code.

     (o)  "Optionee"  shall mean an employee of the Company or a  Subsidiary  to
          whom an option is granted.

     (p)  "Participant" shall mean an employee of the Company or a Subsidiary to
          whom an option is granted or to whom Restricted Stock is awarded.

     (q)  "Person"  shall  have the  meaning  given in  Section
<PAGE>
          3(a)(9) of the Exchange  Act, as modified  and used in Sections  13(d)
          and 14(d)  thereof,  except  that such term shall not  include (i) the
          Company or any of its subsidiaries,  (ii) a trustee or other fiduciary
          holding  securities  under an employee  benefit plan of the Company or
          any  of its  Affiliates,  (iii)  an  underwriter  temporarily  holding
          securities  pursuant  to an  offering  of such  securities,  or (iv) a
          corporation owned, directly or indirectly,  by the shareholders of the
          Company in  substantially  the same  proportions as their ownership of
          stock of the Company.

     (r)  "Plan"  shall mean the HSB Group,  Inc.  1995 Stock  Option  Plan,  as
          amended.

     (s)  "Restricted  Stock" shall mean one or more shares of Stock  awarded to
          an eligible  employee under Section 2.5 of the Plan and subject to the
          terms and conditions set forth in Section 2.5.

     (t)  "Retirement"   shall  mean  the   termination   of  employment   under
          circumstances which entitle an employee to receive retirement benefits
          under the Company's  Employees'  Retirement  Plan or any  Subsidiary's
          retirement plan.

     (u)  "Stock" shall mean the Common Stock of the Company.

     (v)  "Stock  Appreciation  Right"  shall mean a right to  surrender  to the
          Company  all or any portion of an option  and,  as  determined  by the
          Committee,  to receive in exchange  therefor  cash or whole  shares of
          Stock (valued at current Fair Market  Value) or a combination  thereof
          having an  aggregate  value  equal to the excess of the  current  Fair
          Market  Value of one (1) share over the option  price of one (1) share
          specified  in such  option  grant  multiplied  by the number of shares
          subject to such option or the portion thereof which is surrendered.

     (w)  "Subsidiary"  shall mean any  corporation of which at least 50% of the
          voting  stock  is  owned  by the  Company  and/or  one or  more of the
          Company's other Subsidiaries.

1.3  Administration
<PAGE>

     The Plan shall be  administered  by the  Committee  as defined  herein.  No
     member of the Committee shall be eligible to be granted an option under the
     Plan.  Each member of the  Committee  shall be a  "disinterested  director"
     within  the  meaning  of Rule 16b-3 of the  General  Rules and  Regulations
     promulgated  under the  Exchange Act and an "outside  director"  within the
     meaning  of  Section  162(m)  of the Code.  The  Committee  shall  have the
     responsibility  of interpreting the Plan and establishing and amending such
     rules and regulations  necessary or appropriate for the  administration  of
     the Plan or for the continued  qualification of any Incentive Stock Options
     granted hereunder.  In addition,  the Committee shall have the authority to
     designate the employees who shall be granted options and awarded Restricted
     Stock  under the Plan and the  amount and  nature of the  options,  related
     rights and awards to be granted to each such employee.  All interpretations
     of the Plan or of any  options,  related  rights or awards  issued under it
     made by the Committee shall be final and binding upon all persons having an
     interest in the Plan.  No member of the  Committee  shall be liable for any
     action or  determination  taken or made in good faith with  respect to this
     Plan or any option granted hereunder.

1.4  Eligibility

     Executive   and  middle   management   employees  of  the  Company  or  its
     Subsidiaries  shall be  eligible  to receive  grants of stock  options  and
     awards of Restricted Stock under the Plan.

1.5  Stock Subject to the Plan

     (a)  The maximum  number of shares  which may be optioned or awarded  under
          the Plan shall be 2,775,000  shares of Stock.  Preferred  Stock may be
          used in lieu of grants  of Stock  under the Plan  subject  to  further
          authorization  of  the  Board  of  the  Company.  Notwithstanding  the
          foregoing,  in no event  shall the  Committee  grant  any  Participant
          Incentive   Stock   Options,   Nonstatutory   Stock   Options,   Stock
          Appreciation  Rights or Restricted  Stock in any single  calendar year
          for more than 150,000 shares of Stock. The limitation on the number of
          shares  which  may be  optioned  or  awarded  under  the Plan or to an
          individual  Participant  shall be subject to adjustment  under Section
          3.2 of this Plan.
<PAGE>

     (b)  If any  outstanding  option  under  the Plan for any  reason  expires,
          lapses or is terminated, the shares of the Stock which were subject to
          such option shall be restored to the total number of shares  available
          for  grant  pursuant  to the  Plan.  Shares  as to  which  there  is a
          surrender  in whole or in part of an  option  upon the  exercise  of a
          Stock  Appreciation  Right  shall  not  again be  available  for grant
          pursuant to the Plan.  Stock  delivered  upon the  exercise of a Stock
          Appreciation  Right shall not be charged  against the number of shares
          of Stock available for the grant of options.

     (c)  Upon the  exercise  of an option  or a Stock  Appreciation  Right,  or
          payment of a Restricted  Stock award, the Company may distribute newly
          issued  shares  or  shares  previously  repurchased  on  behalf of the
          Company through a broker or other  independent agent designated by the
          Committee.  Such  repurchases  shall  be  subject  to such  rules  and
          procedures  as the  Committee  may  establish  hereunder  and shall be
          consistent with such conditions as may be prescribed from time to time
          by law or by the  Securities  and Exchange  Commission  ("SEC") in any
          rule or  regulation  or in any  exemptive  order or  no-action  letter
          issued by the SEC to the  Company  or the broker  with  respect to the
          making of such purchase or otherwise.

ARTICLE II - OPTIONS, STOCK APPRECIATION RIGHTS AND RESTRICTED STOCK

2.1  Granting of Options

     The Committee may grant Incentive Stock Options (ISOs),  Nonstatutory Stock
     Options or any combination thereof, provided that the aggregate Fair Market
     Value (determined at the time the option is granted) of the shares of Stock
     with  respect  to  which  ISOs are  exercisable  for the  first  time by an
     employee  during any  calendar  year (under this Plan and any other  option
     plan of the Company or its Subsidiaries) shall not exceed $100,000. No such
     maximum limitation shall apply to Nonstatutory Stock Options.

2.2  Terms and Conditions of Options

     Each option granted under the Plan shall be authorized by the Committee and
     shall be evidenced by an instrument delivered 
<PAGE>

     to the  Participant,  in a form approved by the  Committee,  containing the
     following  terms and  conditions and such other terms and conditions as the
     Committee may deem appropriate.

     (a)  Option Term - Each option shall  specify the term for which the option
          thereunder  is granted and shall  provide that the option shall expire
          at the end of such term.  In no event shall any option be  exercisable
          any earlier than one year after the date of such grant.  The Committee
          shall have  authority to grant  options  exercisable  in cumulative or
          non-cumulative installments.  No option shall be exercisable after the
          expiration  of ten  years  from the date  upon  which  such  option is
          granted. Notwithstanding anything to the contrary contained herein, in
          the  event of a Change  in  Control,  all  outstanding  options  shall
          immediately become exercisable.

     (b)  Option Price - The option price per share shall be  determined  by the
          Committee at the time an option is granted, and shall not be less than
          the Fair Market  Value of one share of Stock on the date the option is
          granted.

     (c)  Exercise of Option -

          (1)  Options may be  exercised  only by proper  written  notice to the
               Company or its duly  authorized  agent  accompanied by the proper
               amount of payment  for the  shares,  as  provided  under  Section
               2.2(d) hereunder.

          (2)  The  Committee  may postpone any exercise of an option or a Stock
               Appreciation  Right or the delivery of Stock  following the lapse
               of certain  restrictions  with  respect  to awards of  Restricted
               Stock for such time as the Committee in its  discretion  may deem
               necessary,  in  order  to  permit  the  Company  with  reasonable
               diligence (i) to effect or maintain  registration  of the Plan or
               the shares  issuable upon the exercise of the option or the Stock
               Appreciation   Right  or  the  lapse  of   certain   restrictions
               respecting awards of Restricted Stock under the Securities Act of
               1933,  as  amended,  or the  securities  laws  of any  applicable
               jurisdiction,  or (ii) to determine that such shares and Plan are
               exempt from such
<PAGE>

               registration; the Company shall not be obligated by virtue of any
               option or any  provision of the Plan to recognize the exercise of
               an option or the  exercise of a Stock  Appreciation  Right or the
               lapse of certain  restrictions  respecting  awards of  Restricted
               Stock to sell or issue  shares in violation of said Act or of the
               law of the  government  having  jurisdiction  thereof.  Any  such
               postponement shall not extend the term of an option;  neither the
               Company nor its directors or officers  shall have any  obligation
               or liability  to the Optionee of an option or Stock  Appreciation
               Right,  or to the  Optionee's  Beneficiary  with  respect  to any
               shares as to which the option or Stock  Appreciation  Right shall
               lapse because of such postponement.

          (3)  To the extent an option is not  exercised for the total number of
               shares with respect to which such options become exercisable, the
               number of  unexercised  shares  shall  accumulate  and the option
               shall be exercisable, to such extent, at any time thereafter, but
               in no event  later  than ten years  from the date the  option was
               granted or after the  expiration of such shorter  period (if any)
               which the  Committee  may have  established  with respect to such
               option pursuant to Subsection (a) of this Section 2.2.

     (d)  Payment of Purchase Upon Exercise - Payment for the shares as to which
          an option is exercised shall be made in one of the following ways:

          (1)  payment in cash or if  permitted by the  Committee,  by tendering
               shares of Stock of the  Company  (by either  actual  delivery  of
               shares or by attestation,  with such shares valued at Fair Market
               Value as of the day of  exercise)  held by the  purchaser  for at
               least six months; or in any combination thereof, as determined by
               the Committee; or

          (2)  if  permitted  by the  Committee,  a  Participant  may  elect  to
               authorize a third party to sell shares of Stock (or a  sufficient
               portion of the shares)  acquired  upon exercise of the option and
               remit to the Company a sufficient  portion of the sales
<PAGE>

               proceeds to pay the entire exercise price and any tax withholding
               resulting from such exercise.

     (e)  Nontransferability  - No  option  granted  under  the  Plan  shall  be
          transferable  other  than  by  will  or by the  laws  of  descent  and
          distribution  subject to Section 2.4  hereunder,  unless the Committee
          shall permit (on such terms and conditions as it shall establish) such
          option to be  transferred to a member of the  Participant's  immediate
          family  or to a trust  or  similar  vehicle  for the  benefit  of such
          immediate family members, or to an "alternate participant" pursuant to
          a Qualified  Domestic  Relations Order as defined in the Code.  During
          the lifetime of an Optionee,  an option shall be  exercisable  only by
          such Optionee, or if applicable, a transferee. For purposes of Section
          2.4 hereunder, a transferred option may be exercised by the transferee
          to the extent that the  Participant  would have been  entitled had the
          option not been transferred.

     (f)  Laws and Regulations - The Committee shall have the right to condition
          any issuance of shares to any Optionee or  Participant  hereunder upon
          such Optionee's or Participant's undertaking in writing to comply with
          such restrictions on the subsequent  disposition of such shares as the
          Committee  shall  deem  necessary  or  advisable  as a  result  of any
          applicable law or regulation. In the case of Stock issued or cash paid
          upon exercise of options or associated Stock  Appreciation  Rights, or
          the lapse of restrictions  with respect to Restricted Stock awarded to
          a  Participant  under the Plan,  the  Optionee,  Participant  or other
          person  receiving  such Stock or cash shall be  required to pay to the
          Company or a  Subsidiary  the amount of any taxes which the Company or
          Subsidiary is required to withhold with respect to such Stock or cash.
          The Company or a  Subsidiary  may, in its sole  discretion,  permit an
          Optionee or Participant  or other person  receiving such Stock or cash
          to  satisfy  any  Federal,  state  or local  (if any) tax  withholding
          requirements,  in whole or in part by (i) delivering to the Company or
          subsidiary shares of Stock held by such Optionee, Participant or other
          person  having a Fair  Market  Value equal to the amount of the tax or
          (ii)  directing the Company or  Subsidiary  to retain Stock  otherwise
          issuable to the Optionee,  Participant  or other person under the Plan
          having a Fair Market Value equal to the 
<PAGE>

          amount of the tax. If Stock is used to satisfy tax  withholding,  such
          Stock  shall be valued  based on the Fair  Market  Value  when the tax
          withholding is required to be made.

     (g)  Modification - The Committee  shall have authority to modify an option
          without the consent of the Optionee,  provided that such  modification
          does not affect the exercise  price or otherwise  materially  diminish
          the value of such option to the Optionee,  and provided further,  that
          except in  connection  with an  amendment to the Plan,  the  Committee
          shall not have  authority to make any  modification  to any particular
          option  that  materially  increases  the  value of the  option  to the
          Optionee.




2.3  Stock Appreciation Rights

     (a)  The  Committee  may,  but  shall  not be  required  to,  grant a Stock
          Appreciation  Right to the  Optionee  either  at the time an option is
          granted or by amending  the option at any time during the term of such
          option.  A Stock  Appreciation  Right shall be exercisable only during
          the  term  of the  option  with  which  it is  associated.  The  Stock
          Appreciation  Right shall be an integral part of the option with which
          it is  associated  and shall have no existence  apart  therefrom.  The
          conditions and  limitations of the Stock  Appreciation  Right shall be
          determined  by the  Committee  and shall be set forth in the option or
          amendment  thereto.  An amendment  granting a Stock Appreciation Right
          shall not be deemed to be a grant of a new option for  purposes of the
          Plan.

     (b)  A Stock Appreciation Right may be exercised by:

          (1)  filing  with the  Secretary  of the  Company a written  election,
               which  election  shall  be  delivered  by  the  Secretary  to the
               Committee specifying:

               (i)  the option or portion thereof to be surrendered; and

               (ii) the  percentage  of  the  Appreciation  which  the  Optionee
                    desires to receive in cash, if any; and
<PAGE>

          (2)  surrendering    such   option   for   cancellation   or   partial
               cancellation,  as the case may be,  provided,  however,  that any
               election to receive any portion of the Appreciation in cash shall
               be of no force or effect  unless  and until the  Committee  shall
               have consented to such election.

     (c)  No election to receive any portion of the  Appreciation  in cash shall
          be filed with the Secretary and no Stock  Appreciation  Right shall be
          exercised to receive any cash unless such election and exercise  shall
          occur during the period  (hereinafter  referred to as the "Cash Window
          Period")  beginning on the third  business day  following  the date of
          release  for  publication  by the  Company of a regular  quarterly  or
          annual  statement  of sales and  earnings  and  ending on the  twelfth
          business day  following  such date.  The  Committee may consent to the
          election  of a holder to receive any  portion of the  Appreciation  in
          cash at any time after such  election has been made.  If such election
          is consented to, the Stock  Appreciation Right shall be deemed to have
          been  exercised  during  the Cash  Window  Period  in  which,  or next
          occurring  after which,  the Optionee  completed  all acts required of
          such  Optionee  under the  preceding  paragraphs to exercise the Stock
          Appreciation Right. Any Stock Appreciation Right exercised during said
          Cash Window Period shall be valued and deemed exercised as of the date
          during  such Cash  Window  Period when the average of the high and low
          prices for the shares of Stock as reported by the NYSE is the highest.

2.4  Exercise of Option or Stock  Appreciation Right in the Event of Termination
     of Employment or Death

     (a)  Options and  associated  Stock  Appreciation  Rights  shall  terminate
          immediately upon the termination of the Optionee's employment with the
          Company or a Subsidiary  unless the written option  instrument of such
          Optionee  provides  otherwise.   The  conditions  established  by  the
          Committee  in  the  instrument   for  exercising   options  and  Stock
          Appreciation Rights following termination of employment are limited by
          the following restrictions.

          (1)  If  termination  of  employment  is by reason of the death of the
               Optionee,  no exercise by the  
<PAGE>

               Optionee's  Beneficiary  may occur more than two years  after the
               Optionee's death.

          (2)  If  termination  of  employment  is the result of  Disability  or
               Retirement,  no exercise by the Optionee or his  Beneficiary  may
               occur  more  than  two  years   following  such   termination  of
               employment.

          (3)  If  termination  of  employment is for a reason other than death,
               Disability, Retirement or "involuntary termination for cause", no
               exercise  by the  Optionee  may  occur  more  than  three  months
               following  such   termination  of  employment.   As  used  herein
               "involuntary  termination  for cause" shall mean  termination  of
               employment  by reason of the  Optionee's  commission of a felony,
               fraud or willful  misconduct which has resulted,  or is likely to
               result,  in substantial and material damage to the Company or its
               Subsidiaries.  Whether an involuntary  termination is for "cause"
               will be determined in the sole discretion of the Committee.

     (b)  If the  Optionee  should die after  termination  of  employment,  such
          termination  being for a reason other than  Disability,  Retirement or
          involuntary  termination  for  cause,  but while  the  option is still
          exercisable,  the option or associated  Stock  Appreciation  Right, if
          any, may be exercised by the Beneficiary of the Optionee no later than
          one year from the date of termination of employment of the Optionee.

     (c)  Under no circumstances  may an option or Stock  Appreciation  Right be
          exercised by an Optionee or  Beneficiary  after the  expiration of the
          term specified for the option.

2.5  Awarding of Restricted Stock

     (a)  The  Committee  shall  from  time to time in its  absolute  discretion
          select from among the  eligible  employees  the  Participants  to whom
          awards of  Restricted  Stock shall be granted and the number of shares
          subject to such awards.  Each award of Restricted Stock under the Plan
          shall be evidenced by an instrument  delivered to the  Participant  in
          such  form  as the  Committee  shall
<PAGE>

          prescribe  from  time  to  time  in  accordance  with  the  Plan.  The
          Restricted Stock subject to such award shall be registered in the name
          of the  Participant  and held in escrow by the  Committee  during  the
          Restricted Period (as defined herein).

     (b)  Upon the award to a Participant of shares of Restricted Stock pursuant
          to Section 2.5(a), the Participant shall, subject to Subsection (c) of
          this Section 2.5,  possess all  incidents of ownership of such shares,
          including the right to receive  dividends  with respect to such shares
          and to vote such shares.

     (c)  Shares of Restricted  Stock awarded to a Participant  may not be sold,
          assigned, transferred, pledged, hypothecated or otherwise disposed of,
          except by will or the laws of descent and  distribution,  for a period
          of  five  years,  or  such  shorter  period  as  the  Committee  shall
          determine,   from  the  date  on  which  the  award  is  granted  (the
          "Restricted  Period").  The  Committee  may  also  impose  such  other
          restrictions and conditions on the shares as it deems  appropriate and
          any  attempt  to  dispose of any such  shares of  Restricted  Stock in
          contravention of such restrictions  shall be null and void and without
          effect.  In  determining  the  Restricted  Period  of  an  award,  the
          Committee may provide that the foregoing restrictions shall lapse with
          respect to specified  percentages  of the awarded shares on successive
          anniversaries  of the  date of  such  award.  In no  event  shall  the
          Restricted  Period end with  respect to  awarded  shares  prior to the
          satisfaction by the Participant of any liability arising under Section
          2.2(f).

     (d)  The  restrictions  described  in Section  2.5(c)  shall lapse upon the
          completion of the Restricted Period with respect to specific shares of
          Restricted Stock and the Participant's right to such shares shall vest
          on such  date  or,  if  earlier,  on the date  that the  Participant's
          employment   terminates  on  account  of  the  death,   Disability  or
          Retirement  of the  Participant.  The  Company  shall  deliver  to the
          Participant,  or the Beneficiary of such  Participant,  if applicable,
          within 30 days of the termination of the Restricted Period, the number
          of shares of Stock that were awarded to the  Participant as Restricted
          Stock and with respect to which the restrictions imposed under Section
          2.5(c)
<PAGE>
          have  lapsed,  less any stock  returned  by the Company to satisfy tax
          withholding pursuant to Section 2.2(f), if applicable.

     (e)  Except as provided in  Sections  2.5(d) and (f), if the  Participant's
          continuous employment with the Company or a Subsidiary shall terminate
          for any reason prior to the expiration of the Restricted  Period of an
          award, any shares remaining subject to restrictions shall thereupon be
          forfeited by the  Participant  and  transferred to, and reacquired by,
          the Company or a Subsidiary at no cost to the Company or Subsidiary.

     (f)  The Committee shall have the authority (and the instrument  evidencing
          an award of  Restricted  Stock may so  provide)  to cancel  all or any
          portion of any outstanding restrictions prior to the expiration of the
          Restricted  Period  with  respect  to any or  all  of  the  shares  of
          Restricted  Stock  awarded to an employee  hereunder on such terms and
          conditions as the Committee may deem appropriate.

     (g)  In  the  event  of a  Change  in  Control,  all  restrictions  on  any
          outstanding  shares of Restricted  Stock shall lapse as of the date of
          such Change in Control.

ARTICLE III - GENERAL PROVISIONS

3.1  Authority

     Appropriate  officers  of  the  Company  designated  by the  Committee  are
     authorized to execute and deliver  written  instruments  evidencing  awards
     hereunder,  and amendments thereto, in the name of the Company, as directed
     from time to time by the Committee.

3.2  Adjustments in the Event of Change in Common Stock of the Company

     In the event of any  change in the  Stock of the  Company  by reason of any
     stock  dividend,  stock split,  recapitalization,  reorganization,  merger,
     consolidation,  split-up,  combination,  or exchange  of shares,  or rights
     offering  to  purchase  Stock at a price  substantially  below Fair  Market
     Value, or of any similar change affecting the Stock, the number and kind of
     shares  which  thereafter  may be obtained  and sold under the Plan and the
     number  and  kind of  shares  subject  to  options  in  
<PAGE>

     outstanding option instruments and the purchase price per share thereof and
     the number of shares of Restricted Stock awarded pursuant to Section 2.5(a)
     with  respect  to  which  all  restrictions  have  not  lapsed,   shall  be
     appropriately  adjusted  consistent  with such change in such manner as the
     Board in its discretion may deem equitable to prevent substantial  dilution
     or enlargement of the rights granted to, or available for,  Participants in
     the Plan. Any fractional  shares resulting from such  adjustments  shall be
     eliminated.  However,  without the consent of the  Optionee,  no adjustment
     shall  be  made in the  terms  of an ISO  which  would  disqualify  it from
     treatment  under  Section  421(a)  of the  Code or would  be  considered  a
     modification, extension or renewal of an option under Section 425(h) of the
     Code.

3.3  Rights of Employees

     The Plan and any  option or award  granted  under the Plan shall not confer
     upon any Optionee or  Participant  any right with respect to continuance of
     employment by the Company or any Subsidiary nor shall they interfere in any
     way with the right of the  Company or  Subsidiary  by which an  Optionee or
     Participant  is employed  to  terminate  his  employment  at any time.  The
     Company  shall not be obligated to issue Stock  pursuant to an option or an
     award of Restricted Stock for which the restrictions  hereunder have lapsed
     if such issuance  would  constitute a violation of any  applicable  law. No
     Optionee shall have any rights as a shareholder  with respect to any shares
     subject  to option  prior to the date of  issuance  to such  Optionee  of a
     certificate or certificates for such shares.  Except as provided herein, no
     Participant  shall have any  rights as a  shareholder  with  respect to any
     shares of Restricted Stock awarded to such Participant.

3.4  Amendment, Suspension and Discontinuance of the Plan

     The Board may from time to time  amend,  suspend or  discontinue  the Plan,
     provided that the Board may not, without shareholder approval,  take any of
     the  following  actions  unless such actions fall within the  provisions of
     Section 3.2 herein:

     (a)  increase the number of shares reserved for options pursuant to Section
          1.5;

     (b)  alter in any way the class of persons  eligible to  participate in the
          Plan;
<PAGE>

     (c)  permit the  granting  of any option at an option  price less than that
          provided under Section 2.2(b) hereof; or

     (d)  extend the term of the Plan or the term during which any option may be
          granted or exercised.

     No  amendment,  suspension  or  discontinuance  of the Plan shall impair an
     Optionee's rights under an option previously granted to an Optionee without
     the Optionee's consent.

3.5  Governing Law

     This Plan and all  determinations  made and actions taken  pursuant  hereto
     shall be governed by the laws of the State of Connecticut.

3.6  Effective Date of the Plan

     The Plan shall be  effective on April 18,  1995,  subject to the  requisite
     approval of shareholders.  No option shall be granted pursuant to this Plan
     later than April 17, 2005, but options  granted before such date may extend
     beyond it in accordance with their terms and the terms of the Plan.