Restricted Stock Plan

EXHIBIT 10.02


THE HARTFORD 1996 RESTRICTED STOCK PLAN
FOR NON-EMPLOYEE DIRECTORS


The following is the text of the Plan:


ARTICLE I -- PLAN ADMINISTRATION AND ELIGIBILITY


1.1 PURPOSE


The purpose of the ITT Hartford Group, Inc. 1996 Restricted Stock Plan for Non-Employee Directors (the "Plan") is to attract and retain persons of ability as directors of ITT Hartford Group, Inc. (the "Company") and to provide them with a closer identity with the interests of the Company's stockholders by paying the Annual Retainer in common stock of the Company (the "Stock") subject to certain restrictions as described herein (the "Restricted Stock").


1.2 ADMINISTRATION


The Plan shall be administered by the Compensation and Personnel Committee of the Board of Directors (hereinafter referred to as the "Committee"). 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. All interpretations of the Plan or any Restricted Stock awards issued under it 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 award granted hereunder.


1.3 ELIGIBILITY


Directors of the Company who are not employees of the Company or any of its subsidiaries shall be eligible to participate in the Plan.


1.4 STOCK SUBJECT TO THE PLAN


(a) The maximum number of shares which may be granted under the Plan shall be 100,000 shares of common stock of the Company (the "Stock").


(b) If any Restricted Stock is forfeited by a Director in accordance with the provisions of Section 2.2(c), such shares of Restricted Stock shall be restored to the total number of shares available for grant pursuant to the Plan.


(c) Upon the grant of a Restricted Stock award the Company may distribute newly issued shares or treasury shares, reacquired stock, stock purchased in the open market, or any combination of the foregoing.


ARTICLE II -- RESTRICTED STOCK


2.1 RESTRICTED STOCK AWARDS


Restricted Stock awards shall be made automatically on the date of the Annual Meeting of Stockholders, to each Director elected at the meeting or continuing in office following the meeting. The award shall equal the number of whole shares arrived at by dividing the Annual Retainer that is in effect for the 12 month period beginning with the date of the Annual Meeting (the "Service Year") by the Fair Market Value of the Company's common stock. Fractional shares shall be paid in cash.


(a) "Annual Retainer" shall mean the amount that is payable to a Director for service on the Board of Directors during the Service Year. Annual Retainer shall not include fees paid for attendance at any Board or Committee meeting.


(b) "Fair Market Value" shall mean the average of the high and low prices per share of the Company's common stock on the date of the Annual Meeting, as reported by the New York Stock Exchange Composite Tape.


2.2 TERMS AND CONDITIONS OF RESTRICTED STOCK AWARDS


(a) Written Documentation -- Restricted Stock awards shall be evidenced by such written notice, agreement or other documentation as the Committee deems appropriate.


(b) Shares held in Escrow -- The Restricted Stock subject to such award shall be registered in the name of the Director and held in escrow by the Committee until the restrictions on such shares lapse as described below.


(c) Restrictions -- Restricted Stock granted to a Director may not be sold, assigned, transferred, pledged or otherwise disposed of, except by will or the laws of descent and distribution, prior to the earliest of the following dates:


(1) The fifth anniversary of the date of grant.


(2) Retirement from the Board at age 72.


(3) "Change in Control" of the Company. A "Change in Control" shall be
deemed to have occurred if:


...