AMENDED AND RESTATED 1991 STOCK PLAN

Exhibit (10)
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THE PITNEY BOWES AMENDED AND RESTATED 1991 STOCK PLAN

Section 1. Purpose.

The purposes of this Pitney Bowes 1991 Stock Plan (the "Plan") are (1) to make
available to employees of the Company and its Affiliates, who can make a
substantial contribution to the success of the business, certain compensatory
arrangements related to the common stock of the Company so as to generate an
increased incentive to contribute to the Company's future success and
prosperity, and (2) to enhance the ability of the Company and its Affiliates to
attract and retain exceptionally qualified individuals upon whom, in large
measure, the sustained progress, growth and profitability of the Company depend.

Section 2. Definitions.

As used in the Plan, the following terms shall have the meanings set forth
below:

(a) "Affiliate" shall mean (i) any entity that, directly or through one or more
intermediaries, is controlled by the Company or (ii) any entity in which
the Company has a significant equity interest, as determined by the
Committee.

(b) "Award" shall mean any Option, Restricted Stock, Restricted Stock Unit,
Dividend Equivalent, Other Stock-Based Award, Performance Award or
Substitute Award, granted under the Plan.

(c) "Award Agreement" shall mean any written agreement, contract, or other
instrument or document evidencing any Award granted under the Plan.

(d) "Board of Directors" shall mean the Board of Directors of the Company as it
may be composed from time to time.

(e) "Code" shall mean the Internal Revenue Code of 1986, as amended from time
to time, or any successor code thereto.

(f) "Committee" shall mean the Board of Directors, excluding any director who
is not a "Non-Employee Director" within the meaning of Rule 16b-3, or any
such other committee designated by the Board of Directors to administer the
Plan, which committee shall be composed of not less than the minimum number
of members of the Board of Directors from time to time required by Rule
16b-3 or any applicable law, each of whom is a "Non-Employee Director"
within the meaning of Rule 16b-3.

(g) "Company" shall mean Pitney Bowes Inc., or any successor thereto.

(h) "Covered Award" means an Award, other than an Option or other Award with an
exercise price per Share not less than the Fair Market Value of a Share on
the date of grant of such Award, to a Covered Employee, if it is designated
as such by the Committee at the time it is granted. Covered Awards are
subject to the provisions of Section 13 of this Plan.

(i) "Covered Employees" means Participants who are designated by the Committee
prior to the grant of an Award who are, or are expected to be at the time
taxable income will be realized with respect to the Award, "covered
employees" within the meaning of Section 162(m).

(j) "Dividend Equivalent" shall mean any right granted under Section 6(c) of
the Plan.

(k) "Employee" shall mean any employee of the Company or of any Affiliate.

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(l) "Fair Market Value" shall mean, with respect to any property (including,
without limitation, any Shares or other securities), the fair market value
of such property determined by such methods or procedures as shall be
established from time to time by the Committee.

(m) "Incentive Stock Option" or "ISO" shall mean an option granted under
Section 6(a) of the Plan that is intended to meet the requirements of
Section 422 of the Code, or any successor provision thereto.

(n) "Non-Qualified Stock Option" shall mean an option granted under Section
6(a) of the Plan that is not intended to be an Incentive Stock Option.

(o) "Option" shall mean an Incentive Stock Option or a Non-Qualified Stock
Option.

(p) "Other Stock-Based Award" shall mean any Award granted under Section 6(d)
of the Plan.

(q) "Participant" shall mean an Employee who is granted an Award under the Plan.

(r) "Performance Award" shall mean any Award granted hereunder that complies
with Section 6(e)(ii) of the Plan.

(s) "Performance Goals" means one or more objective performance goals,
established by the Committee at the time an Award is granted, and based
upon the attainment of targets for one or any combination of the following
criteria: operating income, revenues, return on operating assets, earnings
per share, return on stockholder equity, stock price, or achievement of
cost control, of the Company or such subsidiary, division or department of
the Company for or within which the participant is primarily employed.
Performance Goals also may be based upon attaining specified levels of
Company performance based upon one or more of the criteria described above
relative to prior periods or the performance of other corporations.
Performance Goals shall be set by the Committee within the time period
prescribed by Section 162(m).

(t) "Person" shall mean any individual, corporation, partnership, association,
joint-stock company, trust, unincorporated organization, or government or
political subdivision thereof.

(u) "Released Securities" shall mean securities that were Restricted Securities
with respect to which all applicable restrictions have expired, lapsed, or
been waived.

(v) "Restricted Securities" shall mean Awards of Restricted Stock or other
Awards under which issued and outstanding Shares are held subject to
certain restrictions.

(w) "Restricted Stock" shall mean any Share granted under Section 6(b) of the
Plan.

(x) "Restricted Stock Unit" shall mean any right granted under Section 6(b) of
the Plan that is denominated in Shares.

(y) "Rule 16b-3" shall mean Rule 16b-3 promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended,
or any successor rule or regulation thereto.

(z) "Section 162(m)" means Section 162(m) of the Code or any successor thereto,
and the Treasury Regulations thereunder.

(aa) "Share" or "Shares" shall mean share(s) of the common stock of the Company,
$2 par value, and such other securities or property as may become the
subject of Awards pursuant to the adjustment provisions of Section 4(c).

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(bb) "Substitute Award" shall mean an Award granted in assumption of, or in
substitution for, an outstanding award previously granted by a company
acquired by the Company or with which the Company combines.

Section 3. Administration.

(a) The Plan shall be administered by the Committee. Subject to the terms of
the Plan and applicable law, the Committee shall have full power and
authority to:

(i) designate Participants;

(ii) determine the type or types of Awards to be granted to each
Participant under the Plan;

(iii)determine the number of Shares to be covered by (or with respect to
which payments, rights, or other matters are to be calculated in
connection with) Awards;

(iv) determine the terms and conditions of any Award;

(v) determine whether, to what extent, and under what circumstances Awards
may be settled or exercised in cash, Shares, other securities, other
Awards, or other property, or to what extent, and under what
circumstances Awards may be canceled, forfeited, or suspended, and the
method or methods by which Awards may be settled, exercised, canceled,
forfeited, or suspended;

(vi) determine whether, to what extent, and under what circumstances cash,
Shares, other securities, other Awards, other property, and other
amounts payable with respect to an Award under the Plan shall be
deferred either automatically or at the election of the holder thereof
or of the Committee;

(vii)interpret and administer the Plan and any instrument or agreement
relating to the Plan, or any Award made under the Plan, including any
Award Agreement;

(viii) establish, amend, suspend, or reconcile such rules and regulations
and appoint such agents as it shall deem appropriate for the proper
administration of the Plan; and

(ix) make any other determination and take any other action that the
Committee deems necessary or desirable for the administration of the
Plan.

(b) Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations, and other decisions under or with respect
to the Plan, any Award, or any Award Agreement, shall be within the sole
discretion of the Committee, may be made at any time, and shall be final,
conclusive, and binding upon all Persons, including the Company, any
Affiliate, any Participant, any holder or beneficiary of any Award, and any
employee of the Company or of any Affiliate.

(c) The Committee may delegate to one or more executive officers of the Company
or to a committee of executive officers of the Company the authority to
grant Awards to Employees who are not officers or directors of the Company
and to amend, modify, cancel or suspend Awards to such employees.

Section 4. Shares Available For Award.

(a) Maximum Shares Available. The maximum number of Shares that may be issued
to Participants pursuant to Awards under the Plan shall be 12,800,000 (the
"Plan Maximum"), subject to adjustment as provided in Section 4(c) below.
Only 3,840,000 Shares may be issued pursuant to Awards of Restricted Stock
and Restricted Stock Units under Section 6(b) of the Plan. In its
discretion, the Company may issue pursuant to Awards treasury Shares or

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authorized but previously unissued Shares pursuant to Awards hereunder. For
the purpose of accounting for Shares available for Awards under the Plan,
the following shall apply:

(i) Only Shares relating to Awards actually issued or granted hereunder
shall be counted against the Plan Maximum. Shares corresponding to
Awards that by their terms expired, or that are forfeited, canceled or
surrendered to the Company without full consideration paid therefor
shall not be counted against the Plan Maximum.

(ii) Shares that are forfeited by a Participant after issuance, or that are
reacquired by the Company after issuance without full consideration
paid therefor, shall be deemed to have never been issued under the
Plan and accordingly shall not be counted against the Plan Maximum.

(iii)Awards not denominated in Shares shall be counted against the Plan
Maximum in such amount and at such time as the Committee shall
determine under procedures adopted by the Committee consistent with
the purposes of the Plan.

(iv) Substitute Awards shall not be counted against the Plan Maximum, and
clauses (i) and (ii) of this Section shall not apply to such Awards.

The maximum number of Shares that may be the subject of Awards made to a
single Participant in any one calendar year shall be 400,000.

(b) Shares Available for ISOs. The maximum number of Shares for which ISOs may
be granted under the Plan shall not exceed the Plan Maximum as defined in
Section 4(a) above, subject to adjustment as provided in Section 4(c)
below.

(c) Adjustments to avoid dilution. Notwithstanding paragraphs (a) and (b)
above, in the event of a stock dividend, split-up or combination of Shares,
merger, consolidation, reorganization, recapitalization, or other change in
the corporate structure or capitalization affecting the outstanding common
stock of the Company, such that an adjustment is determined by the
Committee to be appropriate in order to prevent dilution or enlargement of
the benefits or potential benefits intended to be made available under the
Plan or any Award, then the Committee may make appropriate adjustments to
(i) the number or kind of Shares available for the future granting of
Awards hereunder, (ii) the number and type of Shares subject to outstanding
Awards, and (iii) the grant, purchase, or exercise price with respect to
any Award; or if it deems such action appropriate, the Committee may make
provision for a cash payment to the holder of an outstanding Award;
provided, however, that with respect to any ISO no such adjustment shall be
authorized to the extent that such would cause the ISO to violate Code
Section 422 or any successor provision thereto. The determination of the
Committee as to the adjustments or payments, if any, to be made shall be
conclusive.

(d) Other Plans. Shares issued under other plans of the Company shall not be
counted against the Plan Maximum under the Plan.

Section 5. Eligibility.

Any Employee, including any officer or employee director of the Company or of
any Affiliate, who is not a member of the Committee shall be eligible to be
designated a Participant.

Section 6. Awards.

(a) Options. The Committee is hereby authorized to grant Options to
Participants with the following terms and conditions and with such
additional terms and conditions, not inconsistent with the provisions of
the Plan, as the Committee shall determine:

(i) Exercise Price. The exercise price per Share under an Option shall be
determined by the Committee, provided, however, that except in the
case of Substitute Awards, no Option

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granted hereunder may have an exercise price of less than 100% of Fair
Market Value of a Share on the date of grant.

(ii) Times and Method of Exercise. The Committee shall determine the time
or times at which an Option may be exercised in whole or in part; in
no event, however, shall the period for exercising an Option extend
more than 10 years from the date of grant. The Committee shall also
determine the method or methods by which options may be exercised, and
the form or forms (including without limitation, cash, Shares, other
Awards, or other property, or any combination thereof, having a Fair
Market Value on the exercise date equal to the relevant exercise
price), in which payment of the exercise price with respect thereto
may be made or deemed to have been made.

(iii)Incentive Stock Options. The terms of any Incentive Stock Option
granted under the Plan shall comply in all respects with the
provisions of Section 422 of the Code, or any successor provision
thereto, and any regulations promulgated thereunder.

(iv) Termination of Employment. In the event that a Participant's
employment terminates for any reason, then Options shall be
exercisable as specified below:

(A) With respect to Options that by their terms are not exercisable in
whole or in part on the date the Participant's employment
terminates, no such Option or part thereof may be exercised and
such Option or part thereof shall be forfeited by the Participant;
provided, however, that in the event that the Participant's
employment terminates because of the death, or total disability or
retirement of the Participant, the Committee may provide that
Options held by the Participant, or a part thereof, that were not
exercisable on the date of termination of employment may be
exercised by the Participant (or his estate, as the case may be)
during such period as the Committee may determine, not to exceed
four (4) years after the date of termination, after which any
Option or part thereof remaining unexercised shall be forfeited.

(B) With respect to Options that by their terms are exercisable in
whole or in part on the date the Participant's employment
terminates, then such Options, or such part thereof that is
exercisable, may be exercised by the Participant (or his estate as
the case may be) during such period following the date of
termination, as the Committee may determine, not to exceed four
(4) years after the date of termination, after which any Option or
part thereof remaining unexercised shall be forfeited.

(b) Restricted Stock and Restricted Stock Units. The Committee is hereby
authorized to grant Awards of Restricted Stock and or Restricted Stock
Units to Participants with the following terms and conditions.

(i) Restrictions. Shares of Restricted Stock and Restricted Stock Units
shall be subject to such restrictions as the Committee may impose
(including, without limitation, continued employment over a specified
period or the attainment of specified Performance Objectives (as
defined in Section 6(e)(ii)(B) or Performance goals, in accordance
with Section 13), which restrictions may lapse separately or
concurrently at such time or times, in such installments or otherwise,
as the Committee may deem appropriate. Notwithstanding the foregoing,
(A) any Awards of Restricted Stock or Restricted Stock Units as to
which the sole restriction relates to the passage of time and
continued employment must have a restriction period of not less than
three years and (B) any Award not described in Clause (A) must have a
restriction period of not less than one year subject, in the case of
both (A) and (B) to the proviso to Section 6(b)(iii) below.

(ii) Registration. Any Restricted Stock granted under the Plan may be
evidenced in such manner as the Committee may deem appropriate,
including without limitation, book-entry registration or issuance of a
stock certificate or certificates. In the event any stock certificate
is issued in respect of Shares of Restricted Stock granted under the
Plan, such certificate shall be registered in the name of the
Participant and shall bear an appropriate

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legend referring to the terms, conditions, and restrictions applicable
to such Restricted Stock.

(iii)Termination of Employment. Upon termination of employment of a
Participant for any reason during the applicable restriction period,
all Restricted Stock and all Restricted Stock Units, or portion
thereof, still subject to restriction shall be forfeited and
reacquired by the Company; provided, however, that in the event
termination of employment is due to the death, total disability or
retirement of the Participant, the Committee may waive in whole or in
part any or all remaining restrictions with respect to Restricted
Stock or Restricted Stock Units.

(c) Dividend Equivalents. The Committee may grant to Participants Dividend
Equivalents under which the holders thereof shall be entitled to receive
payments equivalent to dividends with respect to a number of Shares
determined by the Committee, and the Committee may provide that such
amounts, if any, shall be deemed to have been reinvested in additional
Shares or otherwise reinvested. Subject to the terms of the Plan, such
Awards may have such terms and conditions as the Committee shall determine.

(i) Termination of Employment. Upon termination of the Participant's
employment for any reason during the term of a Dividend Equivalent,
the right of a Participant to payment under a Dividend Equivalent
shall terminate as of the date of termination; provided, however, that
in the event the Participant's employment terminates because of the
death, total disability or retirement of a Participant the Committee
may determine that such right terminates at a later date.

(d) Other Stock-Based Awards. The Committee is hereby authorized to grant to
Participants such other Awards that are denominated or payable in, valued
in whole or in part by reference to, or otherwise based on or related to
Shares (including without limitation securities convertible into Shares),
as are deemed by the Committee to be consistent with the purposes of the
Plan; provided, however, that such grants must comply with Rule 16b-3 and
applicable law.

(i) If applicable, Shares or other securities delivered pursuant to a
purchase right granted under this Section 6(d) shall be purchased for
such consideration, which may be paid by such method or methods and in
such form or forms, including without limitation cash, Shares, other
securities, other Awards or other property, or any combination
thereof, as the Committee shall determine; provided, however, that
except in the case of Substitute Awards, no derivative security (as
defined in Rule 16b-3) awarded hereunder may have an exercise price of
less than 100% of Fair Market Value of a Share on the date of grant.

(ii) In granting any Stock-Based Award pursuant to this Section 6(d) the
Committee shall also determine what effect the termination of
employment of the Participant holding such Award shall have on the
rights of the Participant pursuant to the Award.

(e) General. The following general provisions shall apply to all Awards granted
hereunder, subject to the terms of other sections of this Plan or any Award
Agreement.

(i) Award Agreements. Each Award granted under this Plan shall be
evidenced by an Award Agreement which shall specify the relevant
material terms and conditions of the Award and which shall be signed
by the Participant receiving such Award.

(ii) Performance Awards. Subject to the other terms of this Plan, the
payment, release or exercisability of any Award, in whole or in part,
may be conditioned upon the achievement of such "Performance
Objectives" (as defined below) during such performance periods as are
specified by the Committee. (Hereinafter in this Section 6(e)(ii) the
terms payment, pay, and paid also refer to the release or
exercisability of a Performance Award, as the case may require.)

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(A) Terms. The Committee shall establish the terms and conditions of
any Performance Award including the Performance Objectives (as
defined below) to be achieved during any performance period, the
length of any performance period, any event the occurrence of
which will entitle the holder to payment, and the amount of any
Performance Award granted.

(B) Performance Objectives. The Committee shall establish "Performance
Objectives" the achievement of which shall entitle the Participant
to payment under a Performance Award. Performance Objectives may
be any measure of the business performance of the Company, or any
of its divisions or Affiliates, including but not limited to the
growth in book or market value of capital stock, the increase in
the earnings in total or per share, or any other financial or
non-financial indicator specified by the Committee.

(C) Fulfillment of Conditions and Payment. The Committee shall
determine in a timely manner whether all or part of the conditions
to payment of a Performance Award have been fulfilled and, if so,
the amount, if any, of the payment to which the Participant is
entitled.

(iii)Rule 16b-3 Six Month Limitations. To the extent required in order to
render the grant of an Award, the exercise of an Award or any
derivative security, or the sale of securities corresponding to an
Award, an exempt transaction under Section 16b of the Securities
Exchange Act of 1934 only, any equity security granted under the Plan
to a Participant must be held by such Participant for at least six
months from the date of grant, or in the case of a derivative security
granted pursuant to the Plan to a Participant, at least six months
must elapse from the date of acquisition of the derivative security to
the date of disposition of the derivative security (other than upon
exercise or conversion) or its underlying equity security. Terms used
in the preceding sentence shall, for the purposes of such sentence
only, have the meanings if any, assigned or attributed to them under
Rule 16b-3.

(iv) Limits on Transfer of Awards. No Award (other than Released
Securities), and no right under any such Award shall be assignable,
alienable, saleable, or transferable by a Participant other than by
will or by the laws of descent and distribution or pursuant to a
qualified domestic relations order as defined by the Code or Title I
of the Employee Retirement Income Security Act of 1974, as amended, or
the rules thereunder (or, in the case of Awards that are forfeited or
canceled, to the Company); provided, however, that, if so determined
by the Committee, a Participant may in the manner established by the
Committee, designate a beneficiary or beneficiaries to exercise the
rights of the Participant, and to receive any property distributable,
with respect to any Award upon the death of the Participant. Each
Award, and each right under any Award, shall be exercisable, during
the Participant's lifetime only by the Participant or, if permissible
under applicable law, by the Participant's guardian or legal
representative or by a transferee receiving such Award pursuant to a
qualified domestic relations order referred to above. No Award (other
than Released Securities), and no right under any such Award, may be
pledged, alienated, attached, or otherwise encumbered, and any
purported pledge, alienation, attachment, or encumbrance thereof shall
be void and unenforceable against the Company or any Affiliate.

(v) No Cash Consideration for Awards. Awards may be granted for no cash
consideration, or for such minimal cash consideration as the Committee
may specify, or as may be required by applicable law.

(vi) Awards May Be Granted Separately or Together. Awards may, in the
discretion of the Committee, be granted either alone or in addition
to, in tandem with, or in substitution for any other Award or any
award granted under any other plan of the Company or any Affiliate.
Awards granted in addition to or in tandem with other Awards or in
addition to or in tandem with awards granted under any other plan of
the Company or any Affiliate may

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be granted either at the same time as or at a different time from the
grant of such other Awards or awards. Performance Awards and Awards
which are not Performance Awards may be granted to the same
Participant.

(vii)Forms Of Payment Under Awards. Subject to the terms of the Plan and of
any applicable Award Agreement, payments or transfers to be made by
the Company or an Affiliate upon the grant, exercise, or payment of an
Award may be made in such form or forms as the Committee shall
determine, including, without limitation, cash, Shares, other
securities, other Awards, or other property, or any combination
thereof, and may be made in a single payment or transfer, in
installments, or on a deferred basis, in each case in accordance with
rules and procedures established by the Committee. Such rules and
procedures may include, without limitation, provisions for the payment
or crediting of reasonable interest on installment or deferred
payments or the grant or crediting of Dividend Equivalents in respect
of installment or deferred payments.

(viii) Term of Awards. Except as provided in Sections 6(a)(ii) or 6(a)(iv),
the term of each Award shall be for such period as may be determined
by the Committee.

(ix) Share Certificates. All certificates for Shares or other securities
delivered under the Plan pursuant to any Award or the exercise thereof
shall be subject to such stop transfer orders and other restrictions
as the Committee may deem advisable under the Plan or the rules,
regulations, and other requirements of the Securities and Exchange
Commission, any stock exchange upon which such Shares or other
securities are then listed, and any applicable Federal or state
securities laws, and the Committee may cause a legend or legends to be
put on any such certificates to make appropriate reference to such
restrictions. Unrestricted certificates representing Shares, evidenced
in such manner as the Committee shall deem appropriate, shall be
delivered to the holder of Restricted Stock, Restricted Stock Units or
any other relevant Award promptly after such related Shares shall
become Released Securities.

Section 7. Amendment And Termination Of Awards.

Except to the extent prohibited by applicable law and unless otherwise expressly
provided in an Award Agreement or in the Plan, the following shall apply to all
Awards.

(a) Amendments to Awards. Subject to Section 6(b)(i), the Committee may waive
any conditions or rights under, amend any terms of, or amend, alter,
suspend, discontinue, cancel or terminate, any Award heretofore granted
without the consent of any relevant Participant or holder or beneficiary of
an Award; provided, however, that no such amendment, alteration,
suspension, discontinuance, cancellation or termination that would be
adverse to the holder of such Award may be made without such holder's
consent. Notwithstanding the foregoing, the Committee shall not amend any
outstanding Option to change the exercise price thereof to any price that
is lower than the original exercise price thereof, except in connection
with an adjustment authorized under Section 4(c).

(b) Adjustments of Awards Upon Certain Acquisitions. In the event the Company
or an Affiliate shall issue Substitute Awards, the Committee may make such
adjustments, not inconsistent with the terms of the Plan, in the terms of
Awards as it shall deem appropriate in order to achieve reasonable
comparability or other equitable relationship between the assumed awards
and the Substitute Awards granted under the Plan.

(c) Adjustments of Awards Upon the Occurrence of Certain Unusual or
Nonrecurring Events. The Committee shall be authorized to make adjustments
in the terms and conditions of, and the criteria included in, Awards in
recognition of unusual or nonrecurring events (including, without
limitation, the events described in Section 4(c) hereof) affecting the
Company, any Affiliate, or the financial statements of the Company or any
Affiliate, or of changes in applicable laws, regulations, or accounting
principles, whenever the Committee determines that such adjustments are
appropriate in order to prevent dilution or enlargement

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of the benefits or potential benefits to be made available under the Plan
or an Award Agreement.

(d) Correction of Defects, Omissions, and Inconsistencies. The Committee may
correct any defect, supply any omission, or reconcile any inconsistency in
any Award Agreement in the manner and to the extent it shall deem desirable
to carry the Plan into effect.

Section 8. Acceleration Upon A Change Of Control. In the event of a Change of
Control (as defined in Section 8(b) below) the following shall
apply:

(a) Effect on Awards.

(i) Options. In the event of a Change of Control, (1) all Options
outstanding on the date of such Change of Control shall become
immediately and fully exercisable without regard to any vesting
schedule provided for in the Option.

(ii) Restricted Stock and Restricted Stock Units. In the event of a Change
of Control, all restrictions applicable to any Restricted Stock or
Restricted Stock Unit shall terminate and be deemed to be fully
satisfied for the entire stated restricted period of any such Award,
and the total number of underlying Shares shall become Released
Securities. The Participant shall immediately have the right to the
prompt delivery of certificates reflecting such Released Securities.

(iii)Dividend Equivalents. In the event of a Change of Control, the holder
of any outstanding Dividend Equivalent shall be entitled to surrender
such Award to the Company and to receive payment of an amount equal to
the amount that would have been paid over the remaining term of the
Dividend Equivalent, as determined by the Committee.

(iv) Other Stock-Based Awards. In the event of a Change of Control, all
outstanding Other Stock-Based Awards of whatever type become
immediately vested and payable in an amount that assumes that the
Awards were outstanding for the entire period stated therein, as
determined by the Committee.

(v) Performance Awards. In the event of a Change of Control, Performance
Awards for all performance periods including those not yet completed,
shall immediately become fully vested and payable in accordance with
the following:

(A) The total amount of Performance Awards conditioned on nonfinancial
Performance Objectives and those conditioned on financial
Performance Objectives and payable in stock, shall be immediately
payable (or exercisable or released, as the case may be) as if the
Performance Objectives had been fully achieved for the entire
performance period.

(B) For Performance Awards conditioned on financial Performance
Objectives and payable in cash, the Committee shall determine the
amount payable under such Award by taking into consideration the
actual level of attainment of the Performance Objectives during
that portion of the performance period that had occurred prior to
the date of the Change of Control, and with respect to the part of
the performance period that had not occurred prior to the date of
the Change of Control, the Committee shall determine an
anticipated level of attainment taking into consideration
available historical data and the last projections made by the
Company's Chief Financial Officer prior to the Change of Control.
The amount payable shall be the present value of the amount so
determined by the Committee discounted using a factor that is the
Prime Rate as established by Chase Manhattan Bank, N.A. as of the
date of the Change of Control.


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(vi) The Committee's determination of amounts payable under this Section
8(a) shall be final. Except as otherwise provided in Section 8(a)(1),
any amounts due under this Section 8(a) shall be paid to Participants
within 30 days after such Change of Control.

(vii)The provisions of this Section 8(a) shall not be applicable to any
Award granted to a Participant if any Change of Control results from
such Participant's beneficial ownership (within the meaning of Rule
13d-3 under the Securities and Exchange Act of 1934, as amended (the
"Exchange Act")) of Shares or other Company common stock or Company
voting securities.

(b) Change of Control Defined. A "Change of Control" shall be deemed to have
occurred upon the occurrence of either of the following:

(i) There is an acquisition, in any one transaction or a series of
transactions (other than from the Company), by any individual, entity
or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act) of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 20% or more of either the
then-outstanding shares of common stock of the Company or the combined
voting power of the then-outstanding voting securities of the Company
entitled to vote generally in the election of directors, but
excluding, for this purpose, any such acquisition by the Company or
any of its subsidiaries; or by any employee benefit plan (or related
trust) of the Company or its subsidiaries; or by any corporation with
respect to which, following such acquisition, more than 50% of the
then-outstanding shares of common stock of such corporation and the
combined voting power of the then-outstanding voting securities of
such corporation entitled to vote generally in the election of
directors is then beneficially owned, directly or indirectly, by the
individuals and entities who were the beneficial owners, respectively,
of the common stock and voting securities of the Company immediately
prior to such acquisition in substantially the same proportion as
their ownership, immediately prior to such acquisition, of the
then-outstanding shares of common stock of the Company or the combined
voting power of the then-outstanding voting securities of the Company
entitled to vote generally in the election of directors, as the case
may be; or

(ii) Individuals who, as of September 12, 1988, constitute the Board of
Directors (as of such date, the "Incumbent Board") cease for any
reason to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to
September 12, 1988 whose election or nomination for election by the
Company's stockholders was approved by a vote of at least a majority
of directors then comprising the Incumbent Board shall be considered
as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial
assumption of office is in connection with an actual or threatened
election contest relating to the election of the Directors of the
Company (as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act); or

(iii)There is an approval by the stockholders of the Company of (a) a
reorganization, merger or consolidation, in each case, with respect to
which the individuals and entities who were the respective beneficial
owners of the common stock and voting securities of the Company
immediately prior to such reorganization, merger or consolidation do
not, following such reorganization, merger or consolidation,
beneficially own, directly or indirectly, more than 50% of,
respectively, the then-outstanding shares of common stock and the
combined voting power of the then-outstanding voting securities
entitled to vote generally in the election of directors, as the case
may be, of the corporation resulting from such reorganization, merger
or consolidation, or (b) a complete liquidation or dissolution of the
Company or of the sale or other disposition of all or substantially
all of the assets of the Company.

Section 9. Amendment And Termination Of The Plan.


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Except to the extent prohibited by applicable law and unless otherwise expressly
provided in an Award Agreement or in the Plan, the Board of Directors may amend,
alter, suspend, discontinue, or terminate the Plan, including without limitation
any such action to correct any defect, supply any omission or reconcile any
inconsistency in the Plan, without the consent of any stockholder, Participant,
other holder or beneficiary of an Award, or Person; provided that any such
amendment, alteration, suspension, discontinuation, or termination that would
impair the rights of any Participant, or any other holder or beneficiary of any
Award heretofore granted shall not be effective without the approval of the
affected Participant(s); and provided further, that, notwithstanding any other
provision of the Plan or any Award Agreement, without the approval of the
stockholders of the Company no such amendment, alteration, suspension,
discontinuation or termination shall be made that would increase the total
number of Shares available for Awards under the Plan, except as provided in
Section 4 hereof.

Section 10. General Provisions.

(a) No Rights to Awards. No Employee, Participant or other Person shall have
any claim to be granted any Award under the Plan, and there is no
obligation for uniformity of treatment of Employees, Participants, or
holders or beneficiaries of Awards under the Plan. The terms and conditions
of Awards need not be the same with respect to each recipient.

(b) Withholding. The Company or any Affiliate shall be authorized to withhold
from any Award granted or any payment due or transfer made under any Award
or under the Plan the amount (in cash, Shares, other securities, other
Awards, or other property) of withholding taxes due in respect of an Award,
its exercise, or any payment or transfer under such Award or under the Plan
and to take such other action as may be necessary in the opinion of the
Company or Affiliate to satisfy all obligations for the payment of such
taxes.

(c) No Limit on Other Compensation Agreements. Nothing contained in the Plan
shall prevent the Company or any Affiliate from adopting or continuing in
effect other or additional compensation arrangements and such arrangements
may be either generally applicable or applicable only in specific cases.

(d) No Right to Employment. The grant of an Award shall not be construed as
giving a Participant the right to be retained in the employ of the Company
or any Affiliate. Further, the Company or an Affiliate may at any time
dismiss a Participant from employment, free from any liability or any claim
under the Plan, unless otherwise expressly provided in the Plan or in any
Award Agreement.

(e) Governing Law. The validity, construction, and effect of the Plan and any
rules and regulations relating to the Plan shall be determined in
accordance with the laws of the State of Connecticut and applicable Federal
law.

(f) Severability. If any provision of the Plan or any Award is or becomes or is
deemed to be invalid, illegal, or unenforceable in any jurisdiction, or as
to any Person or Award, or would disqualify the Plan or any Award under any
law deemed applicable by the Committee, such provision shall be construed
or deemed amended to conform to applicable laws, or if it cannot be so
construed or deemed amended without, in the determination of the Committee,
materially altering the intent of the Plan or the Award, such provision
shall be stricken as to such jurisdiction, Person, or Award and the
remainder of the Plan and any such Award shall remain in full force and
effect.

(g) No Trust or Fund Created. Neither the Plan nor any Award shall create or be
construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Company or any Affiliate and a Participant or any
other Person. To the extent that any Person acquires a right to receive
payments from the Company or any Affiliate pursuant to an Award, such right
shall be no greater than the right of any unsecured general creditor of the
Company or any Affiliate.

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(h) No Fractional Shares. No fractional Share shall be issued or delivered
pursuant to the Plan or any Award, and the Committee shall determine
whether cash, other securities, or other property shall be paid or
transferred in lieu of any fractional Shares, or whether such fractional
Shares, or whether such fractional Shares or any rights thereto shall be
canceled, terminated, or otherwise eliminated.

(i) Headings. Headings are given to the sections and subsections of the Plan
solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or
interpretation of the Plan or any provision thereof.

Section 11. Effective Date Of The Plan.

The Plan shall be effective as of the date of its approval by the stockholders
of the Company.

Section 12. Term Of The Plan.

No Award shall be granted under the Plan after May 31, 2006. However, unless
otherwise expressly provided in the Plan or in an applicable Award Agreement,
any Award theretofore granted may extend beyond such date, and the authority of
the Committee hereunder to amend, alter, adjust, suspend, discontinue, or
terminate any such Award, or to waive any conditions or rights under any such
Award, and the authority of the Board of Directors of the Company to amend the
Plan, shall extend beyond such date.

Section 13. Participants Subject to Section 162(m).

(a) The provisions of this Section 13 shall be applicable to all Covered
Awards. Covered Awards shall be made subject to the achievement of one or
more preestablished Performance Goals, in accordance with procedures to be
established by the Committee from time to time. Notwithstanding any
provision of the Plan to the contrary, the Committee shall not have
discretion to waive or amend such Performance Goals or to increase the
number of Shares subject to Covered Awards or the amount payable pursuant
to Covered Awards after the Performance Goals have been established;
provided, however, that the Committee may, in its sole discretion, reduce
the number of Shares subject to Covered Awards or the amount which would
otherwise be payable pursuant to Covered Awards; and provided, further,
that the provisions of Section 8 shall override any contrary provision of
this Section 13.

(b) No shares shall be delivered and no payment shall be made pursuant to a
Covered Award unless and until the Committee shall have certified in
writing that the applicable Performance Goals have been attained.

(c) The Committee may from time to time establish procedures pursuant to which
Covered Employees will be permitted or required to defer receipt of amounts
payable under Awards made under the Plan.

(d) Notwithstanding any other provision of the Plan, for all purposes involving
Covered Awards, the Committee shall consist of at least two members of the
Board of Directors, each of whom is an "outside director" within the
meaning of Section 162(m).

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