Exhibit 10(iii)(f)


                                                    As amended and restated
                                                      effective 4/20/99

                                 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
     eligible to  participate  in the Plan and to motivate such  individuals  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  Participants 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.

     (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 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.

     (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 meets the  definition of
          Long-Term Disability under the Company's Long-Term Disability Plan.

     (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 individual to whom an option is granted under
          the Plan.

     (p)  "Participant" shall mean an individual to whom an option is granted or
          to whom Restricted Stock is awarded under the Plan.

     (q)  "Person"  shall  have the  meaning  given in  Section  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)  "Related  Company"  shall  mean any  corporation,  partnership,  joint
          venture  or other  entity  during any period in which at least a fifty
          percent voting or profits  interest is owned,  directly or indirectly,
          by the Company.

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

     (u)  "Retirement"   shall  mean  the   termination   of  employment   under
          circumstances which entitle an employee to receive retirement benefits
          under the Company's Employees' Retirement Plan.

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

     (w)  "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.


1.3  Administration

     The Plan shall be  administered  by the  Committee  as defined  herein.  No
     member of the Committee  shall be eligible to be granted an award 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  individuals  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  individual.  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

     All  employees of the Company or a Related  Employer and any  consultant or
     other person  providing  key services to the Company or a Related  Employer
     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  of Stock  that may be  delivered  to
          Participants and their  beneficiaries under the Plan shall be equal to
          the sum of (i) 4,200,000 shares of Stock; and (ii) any shares of Stock
          that are  represented by awards granted under the Company's 1985 Stock
          Option  Plan  which  are  forfeited,  expire or are  canceled  without
          delivery  of shares  of Stock or which  result  in the  forfeiture  of
          shares of Stock back to the  Company.  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  Options,  Nonstatutory  Stock
          Options,  Stock Appreciation  Rights or Restricted Stock in any single
          calendar year for more than 250,000 shares of Stock. The limitation on
          the number of shares which may be delivered  under the Plan or granted
          to an  individual  Participant  shall be subject to  adjustment  under
          Section 3.2 of this Plan.

     (b)  Any shares of Stock granted under the Plan that are forfeited  back to
          the  Company  because of the failure to meet an award  contingency  or
          condition shall again be available for delivery pursuant to new awards
          granted  under the Plan.  To the extent any shares of Stock covered by
          an award  are not  delivered  to a  Participant  because  the award is
          forfeited,  canceled  or  expired,  or the  shares  are not  delivered
          because the award is settled in cash or used to satisfy the applicable
          tax  withholding  obligation,  such shares shall not be deemed to have
          been  delivered  for  purposes of  determining  the maximum  number of
          shares of Stock  available  for  delivery  under the Plan.

     (c)  If the exercise  price of any stock option  granted  under the Plan or
          the Company's 1985 Stock Option Plan is satisfied by tendering  shares
          of Stock to the Company (by either actual delivery or by attestation),
          only the  number of shares of Stock  issued net of the shares of Stock
          tendered  shall be deemed  delivered for purposes of  determining  the
          maximum  number of shares of Stock  available  for delivery  under the
          Plan.

     (d)  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
     individual  during any calendar  year (under this Plan and any other option
     plan of the Company) 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 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 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  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 Related  Company  the amount of any taxes which the Company
          or Related  Company is required to withhold with respect to such Stock
          or cash. The Company or Related  Company 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  Related  Company  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 Related  Company to
          retain Stock otherwise issuable to the Optionee,  Participant or other
          person  under the Plan having a Fair Market  Value equal to the 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

          (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 (or
          cessation of the provision of services)  with the Company or a Related
          Company 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 (or cessation of the provision of
          services) are limited by the following restrictions.

          (1)  If  termination  of employment  (or cessation of the provision of
               services) is by reason of the death of the Optionee,  no exercise
               by the Optionee's Beneficiary may occur more than two years after
               the Optionee's death.

          (2)  If  termination  of employment  (or cessation of the provision of
               services) 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  (or cessation of the
               provision of services).

          (3)  If  termination  of employment  (or cessation of the provision of
               services)  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  (or  cessation  of the  provision of
               services).  As used herein  "involuntary  termination  for cause"
               shall  mean  termination  of  employment  (or  cessation  of  the
               provision of services) 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 a Related Company.  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  (or
          cessation of provision of services), such termination (or cessation of
          provision  of  services)  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  (or
          cessation of provision of services) 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 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
          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  of the  Participant's
          termination  of employment (or cessation of the provision of services)
          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) 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  (or  other  provision  of  services)  with the
          Company or a Related  Employer 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 at no
          cost to the Company.

     (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 a Participant  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  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 Participants

     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  (or other  provision of services) by the Company or any Related
     Employer nor shall they  interfere in any way with the right of the Company
     or Related  Employer  by which an Optionee  or  Participant  is employed to
     terminate his employment (or other  provision of services) 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;

     (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.