THE LONG TERM INCENTIVE PROGRAM
MANUFACTURERS HANOVER CORPORATION
SECTION 1 - PURPOSE AND TERM OF PLAN
The Long Term Incentive Program is designed, through grants of awards and deferred compensation, to attract
and retain the services of selected key officers who are in a position to make a material contribution to the
successful operation of the business of Manufacturers Hanover Corporation or one or more of its subsidiaries.
Long term incentive compensation awards under the Plan shall be made to selected Participants in the form of
one or more of:
Restricted Stock, Restricted Stock Units, stock options (including incentive stock options and performance stock
options) and Stock Appreciation Rights. The Plan became effective January 19, 1982, and no awards may be
made under the Plan subsequent to January 18, 1992.
SECTION 2 - DEFINITIONS
For the purpose of this Plan, the following terms shall have the following meanings:
(a) "Board of Directors" means the Board of Directors of the Corporation.
(b) "Committee" means the Compensation Committee of the Board of Directors or such other committee as may
be designated by the Board of Directors.
(c) "Common Stock" means the common stock of the Corporation.
(d) "Corporation" means Manufacturers Hanover Corporation.
(e) "Corporation's Stock Price Index" means, with respect to any Stock Performance Period, the numerical result
of (i) dividing the Fair Market Value of the Corporation's Common Stock on the last day of the Stock
Performance Period by the Fair Market Value of such Common Stock on the first day of the Stock Performance
Period (the 'quotient') and (ii) subtracting one (1.0) from such quotient."
(f) "Disability" means a physical or mental impairment sufficient to make the individual eligible for benefits under
the Long Term Disability Plan of Manufacturers Hanover Trust Company, so long as such impairment also
constitutes a disability within the meaning of Section 105(d)(4) of the Internal