Exhibit 4.3

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This document constitutes part of a prospectus covering securities that have
been registered under the Securities Act of 1933, as amended.
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                           THE BANK OF BERMUDA LIMITED
                           EXECUTIVE SHARE OPTION PLAN

1.       PURPOSE

         The principal purpose of the Executive Share Option Plan (the "Plan")
is to assist The Bank of Bermuda Limited (the "Bank") and its subsidiaries in
attracting, motivating and retaining executive management who will make
significant contributions to the Bank's long-term prosperity. To achieve this
purpose, the Plan is designed to provide equity incentives that (i) are
comparable to those found in the marketplace in which the Bank competes for
management talent, and (ii) align the interests of management with those of its
shareholders.


2.       ADMINISTRATION

         (a) The Plan shall be administered by the person or persons (the "Plan
Administrator") appointed from time to time by the Board of Directors of the
Bank (the "Board"). Such appointment shall not detract in any way from the
rights of the Bank, the Board or the Compensation Committee (the "Committee")
appointed by the Board to perform any function pursuant to the Plan and
references to Plan Administrator shall be deemed to include the Bank, the Board
or the Committee wherever appropriate. In addition, the Bank may appoint an
exercise and sales agent ("Agent").

         (b) The Committee shall have full authority to interpret the Plan and
prescribe such rules, regulations and procedures in connection with the Plan as
it shall deem to be necessary and advisable for the administration of the Plan.
Each decision of the Committee shall be final and binding with respect to all
parties affected thereby.


3.       ELIGIBILITY

         Executive officers of the Bank and such other officers of the Bank or
any subsidiary as may be approved by the Committee from time to time
(collectively the "Eligible Employees") shall be eligible to be granted share
options as described herein.


4.       SHARES AVAILABLE

         The aggregate number of the Bank's common shares, $1.00 par value
("Common Shares"), which may be issued or transferred and as to which grants or
awards of share options may be made under the Plan is 2,000,000 Common Shares.
If any share option granted under the Plan is cancelled by mutual consent or
terminates or expires for any reason without having been exercised in full, the
number of unexercised shares subject thereto shall again be available for
purposes of the Plan.

         In the event that the Committee shall determine that any dividend or
other distribution (whether in the form of cash, stock, or other property),
recapitalization, stock split, reverse split, reorganisation, merger,
consolidation, spin-off, combination, repurchase, or share exchange, or other
similar corporate transaction or event, affects the Common Shares such that an
adjustment is appropriate in order to prevent dilution or enlargement of the
rights of grantees under the Plan, then the Committee shall make such equitable
changes or adjustments as it deems necessary or appropriate to (i) the aggregate
number of Common Shares which may be issued or transferred and as to which
grants or awards of share options may be made under the Plan, (ii) any or all of
the number and kind of Common Shares which may thereafter be issued or
transferred in connection with the exercise of options, and (iii) the option
price relating to any option; provided, however, that with respect to incentive
stock options, as described in Section 6(k), granted to individuals subject to
taxation in the United States, such adjustment shall be made in accordance with
section 424(h) of the United States Internal Revenue Code of 1986, as amended
(the "Code").


5.       GRANTS AND AWARDS

         The Committee shall have authority, in its discretion, to grant share
options which may be either incentive stock options or nonqualified stock
options, as described in Section 6(k) to Eligible Employees.


6.       TERMS AND CONDITIONS OF SHARE OPTIONS

         Share options (sometimes referred to as "options") shall be satisfied
in such manner as the Bank shall deem appropriate, including but not limited to
establishing a trust to hold Bank shares for this purpose. The Bank, in its
discretion, may arrange for the transfer of shares from such trust, or by
issuance of shares from authorised, unissued share capital. Options granted
under the Plan shall be subject to the following terms and conditions:

         (a) The per share purchase price at which each option may be exercised
(the "option price") shall not be less than one hundred percent (100%) of the
fair market value per share of the Common Shares determined on the date of grant
or other date specified by the Committee, which may be a date prior to the date
of grant.

         (b) Each option shall be exercisable by the grantee giving written
notice to the Plan Administrator or the Agent and making payment of the option
price and provided that the Bank is able to undertake the transaction in
compliance with applicable law. The option price for each option shall be paid
in full upon exercise and shall be payable, at the option of the grantee:

         (i)      by cash payment by wire transfer (or such other cash payment
                  methods as may be advised to grantees) to the Plan
                  Administrator or the Agent of the United States dollar
                  equivalent of the option price, plus the applicable fees and
                  taxes;

         (ii)     by the grantee specifically identifying a number of either
                  Common Shares issued by the Bank to the grantee and which have
                  been owned by the grantee for at least six months or were
                  purchased at market price, the fair market value of which,
                  measured as at the day prior to the date the option being
                  exercised is so exercised, the grantee wishes be applied
                  against payment of the option price.. The number of Common
                  Shares issued or transferred upon exercise of the option will
                  be reduced by the number of Common Shares identified by the
                  grantee pursuant to this clause;

         (iii)    by the grantee specifically identifying a number of
                  exercisable options (or part thereof) granted or awarded under
                  this Plan, the intrinsic value of which the grantee wishes to
                  be applied against payment of the option price. Upon exercise
                  of the option, the options identified by the grantee will be
                  cancelled, and their intrinsic value for this purpose will
                  equal the difference between the fair market value of the
                  underlying Common Shares and the total option price. For
                  purposes of Section 4, no Common Shares underlying such
                  identified options shall be available again for issuance under
                  this Plan. This clause (iii) shall not apply to any incentive
                  stock option (A) issued after January 20, 2004 or (B)
                  outstanding as of January 20, 2004 unless the grantee elects
                  to modify the option on or before February 13, 2004, in which
                  case the option will cease to be an incentive stock option;

         (iv)     through a broker-dealer sale and remittance procedure pursuant
                  to which the grantee shall:

                  (A)      provide written instructions to the Plan
                           Administrator or the Agent to effect through a third
                           party broker the sale of some or all of the purchased
                           Common Shares, either:

                           (1)      immediately or when the Common Shares reach
                                    a market price specified by the grantee, if
                                    all of the purchased Common Shares are to be
                                    sold; or

                                    (2)      when the Common Shares reach a
                                             market price specified by the
                                             grantee, if some of the purchased
                                             Common Shares are to be sold;

                           and remit to the Plan Administrator or the Agent, out
                           of the sale proceeds available on the settlement
                           date, sufficient funds to pay the US dollar
                           equivalent of the aggregate exercise price payable
                           for the purchased Common Shares, and remit to grantee
                           the balance, if any, of the sale proceeds; and

                  (B)      provide written instructions to the Plan
                           Administrator or the Agent to deliver the
                           certificates for the purchased Common Shares directly
                           to such brokerage firm in order to complete the sale
                           transaction.

         All fees and taxes associated with the exercise of options shall be
paid by the grantee and shall, where applicable, be deducted prior to any funds
being remitted to the grantee.

         (c) No option shall be exercisable after the expiration of ten years
from the date of grant. To the extent it is exercisable, an option may be
exercised at any time in whole or in part.

         (d) The Committee shall have the power to set the time or times within
which each option shall be exercisable, and to accelerate the time or times of
exercise. Unless the relevant option agreement referred to in Section 6(g)
otherwise provides, the option shall become exercisable on a cumulative basis as
to 25% of the total number of Common Shares covered thereby on each of the
first, second, third and fourth anniversary dates of the date of grant of the
option.

         (e) No option shall be transferable by the grantee otherwise than by
will, or if the grantee dies intestate, by the laws of descent and distribution
applicable to the grantee. All options shall be exercisable during the lifetime
of the grantee only by the grantee.

         (f) Unless the Committee, in its discretion, shall otherwise determine:

         (i)      If the employment of the grantee is terminated, except by
                  reason of retirement, disability, death or termination for
                  cause, any then outstanding option held by such grantee shall
                  be exercisable by the grantee (but only to the extent
                  exercisable by the grantee immediately prior to such
                  termination) at any time prior to the expiration date of such
                  option or within three months after the date of such
                  termination, whichever is the shorter period;

         (ii)     If the grantee retires under any retirement plan of the Bank
                  or a subsidiary, any then outstanding option held by such
                  grantee shall be exercisable by the grantee (but only to the
                  extent exercisable by the grantee immediately prior to such
                  termination) at any time prior to the expiration date of such
                  option or within twelve months after the date of such
                  termination, whichever is the shorter period;

         (iii)    If the employment of the grantee is terminated by reason of a
                  condition entitling the grantee to benefits under any
                  long-term disability plan of the Bank or a subsidiary (such
                  condition, a "disability"), any then outstanding option held
                  by such grantee that has not become fully exercisable at the
                  time of such termination shall continue to become exercisable
                  in accordance with the schedule set forth in the option
                  agreement referred to in Section 6(g) (or if no schedule is
                  set forth in such agreement, the schedule set forth in Section
                  6(d)) and shall be exercisable by the grantee at any time
                  prior to the expiration date of such option; provided,
                  however, that if an incentive stock option (as described in
                  Section 6(k)) is exercised more than twelve months after a
                  termination for disability, it will become a nonqualified
                  stock option;

         (iv)     Following the death of a grantee during employment, any
                  outstanding option held by the grantee at the time of death
                  shall be exercisable in full (whether or not so exercisable by
                  the grantee immediately prior to the death of the grantee) by
                  the person entitled to do so under the will of the grantee,
                  or, if the grantee shall fail to make testamentary disposition
                  of the option or shall die intestate, by the legal
                  representative of the grantee at any time prior to the
                  expiration date of such option or within one year after the
                  date of death, whichever is the shorter period;

         (v)      Following the death of a grantee after termination of
                  employment during a period within which an option is
                  exercisable, any outstanding option held by the grantee at the
                  time of death shall be exercisable by the person entitled to
                  do so under the will of the grantee or if the grantee shall
                  fail to make testamentary disposition of the option or shall
                  die intestate by the legal representative of the grantee (but
                  only to the extent the option was exercisable by the grantee
                  immediately prior to the death of the grantee) at any time
                  prior to the expiration date of such option or within one year
                  after the date of death, whichever is the shorter period; and

         (vi)     If the employment of a grantee is to be terminated by the Bank
                  for cause, as determined by the Committee, all outstanding
                  options held by the grantee at the time of notice of such
                  termination shall automatically terminate when such notice is
                  given.

         (g) All options shall be confirmed by a written agreement, which shall
be executed by the grantee and, on behalf of the Bank, by an officer of the Bank
authorised by the Committee.

         (h) The term "fair market value" for all purposes of the Plan shall
mean, to the extent available, the closing price for Common Shares reported by
the applicable stock exchange report for such date) or such other price as may
be determined by the Committee in good faith to be the fair market value.
Notwithstanding the preceding sentence, the Committee may elect that "fair
market value" as of a date will be the last sale price for Common Shares
reported by the applicable stock exchange as of a specific time during such date
(selected in advance of such time) if the Committee determines in good faith
that such action is necessary or convenient to the administration of the Plan or
any related matters.

         (i) The obligation of the Bank to issue or transfer Common Shares under
the Plan shall be subject to:

         (i)      the condition that such shares shall have been authorised for
                  issuance or are transferable and are eligible for trading upon
                  the applicable stock exchange on which the Common Shares may
                  then be listed; and

         (ii)     compliance with all other applicable laws, regulations, rules
                  and orders which may then be in effect.

         (j) The term "option price" for all purposes of the Plan shall mean the
fair market value of the Common Shares as determined by the Committee as set
forth in Section 6(h), on the close of the business day prior to grant or other
such date as specified by the Committee.

         (k) For Eligible Employees who are United States taxpayers, the
agreement referred to in Section 6(g) shall designate the option as an incentive
stock option or a nonqualified stock option. An incentive stock option is
defined as an option which meets the requirements of section 422 of the Code and
is designated as such in the agreement evidencing its grant. A nonqualified
stock option is defined as an option which does not qualify under Section 422 of
the Code as an incentive stock option.

         Subject to the foregoing provisions of this Section and the other
provisions of the Plan, any option granted under the Plan may be exercised at
such times and in such amounts and be subject to such restrictions and other
terms and conditions, if any, as shall be determined, in its discretion, by the
Committee and set forth in the agreement referred to in Section 6(g), or an
amendment thereto.


7.       ADDITIONAL RIGHTS IN CERTAIN EVENTS

         (a) Section 7 Event. A Section 7 Event shall mean the first date upon
which any of the following events occurs:

         (i)      any Person is or becomes the Beneficial Owner, directly or
                  indirectly, of securities of the Bank (not including in the
                  securities beneficially owned by such Person any securities
                  acquired directly from the Bank or any parent or subsidiary
                  thereof, unless such Person acquires by such means 50% or more
                  of the combined voting power of the Bank's then outstanding
                  securities) representing 20% or more of the combined voting
                  power of the Bank's then outstanding securities, excluding any
                  Person who becomes such a Beneficial Owner in connection with
                  a transaction described in clause (A) 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 the date hereof, 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 Bank) whose
                  appointment or election by the Board or nomination for
                  election by the Bank'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
                  the date hereof 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 Bank or
                  any direct or indirect subsidiary of the Bank with any other
                  corporation, other than (A) a merger or consolidation which
                  would result in the voting securities of the Bank 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) at least 60% of the combined voting power
                  of the securities of the Bank or such surviving entity or any
                  parent thereof outstanding immediately after such merger or
                  consolidation, or (B) a merger or consolidation effected to
                  implement a recapitalization of the Bank (or similar
                  transaction) in which no Person is or becomes the Beneficial
                  Owner, directly or indirectly, of securities of the Bank (not
                  including in the securities Beneficially Owned by such Person
                  any securities acquired directly from the Bank or any parent
                  or subsidiary thereof, unless such Person acquires by such
                  means 50% or more of the combined voting power of the Bank's
                  then outstanding securities) representing 20% or more of the
                  combined voting power of the Bank's then outstanding
                  securities; provided that the acceleration described in
                  Section 7(b) shall occur at such reasonable time prior to such
                  consummation as the Committee shall determine; or

         (iv)     the shareholders of the Bank approve a plan of complete
                  liquidation or dissolution of the Bank or there is consummated
                  an agreement for the sale or disposition by the Bank of all or
                  substantially all of the Bank's assets, other than a sale or
                  disposition by the Bank of all or substantially all of the
                  Bank's assets to an entity, at least 60% of the combined
                  voting power of the voting securities of which are owned by
                  stockholders of the Bank in substantially the same proportions
                  as their ownership of the Bank immediately prior to such sale;
                  provided that the acceleration described in Section 7(b) shall
                  occur at such reasonable time prior to such consummation as
                  the Committee shall determine.

         For purposes of this Section 7: "Beneficial Owner" of a Common Share
means any Person who, directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise has or shares voting power or
investment power with respect to such Common Share; and "Person" means a natural
person, company or governmental body, except that such term shall not include
(i) the Bank or any of its subsidiaries, (ii) a trustee or other fiduciary
holding securities under an employee benefit plan of the Bank or any parent or
subsidiary thereof, (iii) an underwriter temporarily holding securities pursuant
to an offering of such securities, or (iv) a corporation owned, directly or
indirectly, by the stockholders of the Bank in substantially the same
proportions as their ownership of stock of the Bank.

         (b) Acceleration of the Exercise Date of Options. Notwithstanding any
other provision contained in the Plan, in case any "Section 7 Event" occurs all
outstanding share options shall become immediately and fully exercisable whether
or not otherwise exercisable by their terms.

         (c) Extension of the Expiration Date of Options. Notwithstanding any
other provision contained in the Plan, all share options held by a grantee whose
employment with the Bank or a Subsidiary terminates within one year of any
"Section 7 Event" for any reason other than "cause" shall be exercisable at any
time prior to the expiration of the option or within twelve months after the
date of such termination of employment, whichever is the shorter period;
provided that, if the post-termination exercise period set forth in Section 6 is
longer than the period otherwise set forth in this Section 7(c), the Section 6
period shall prevail.


8.       EFFECT OF THE PLAN ON THE RIGHTS OF EMPLOYEES AND EMPLOYER

         Neither the adoption of the Plan nor any action of the Board, the
Committee, the Plan Administrator or the Agent pursuant to the Plan shall be
deemed to give any Eligible Employee any right to be granted a share option
under the Plan. Nothing in the Plan, in any share option award under the Plan or
in any agreement providing for any of the foregoing shall confer any right to
any employee to continue in the employ of the Bank or any subsidiary or
interfere in any way with the rights of the Bank or any subsidiary to terminate
the employment of any employee at any time.

9.       AMENDMENT

         The right to alter and amend the Plan at any time and from time to time
and the right to revoke or terminate the Plan are hereby specifically reserved
to the Board. No alteration, amendment, revocation or termination of the Plan
shall, without the written consent of the holder of a share option theretofore
awarded under the Plan, adversely affect the rights of such holder with respect
thereto.


10.      EFFECTIVE DATE AND DURATION OF PLAN

         The adoption date of the Plan shall be June 30, 1997, the date of
approval of the Plan by the Directors. The Plan was amended by the Board on
December 11th, 2001 and further amended by the Board effective 15th July 2002.
No share option may be granted under the Plan subsequent to June 29, 2002.


11.      INDEMNIFICATION

         In addition to such other rights of indemnification as they may have as
directors, the members of the Committee administering the Plan shall be
indemnified by the Bank against the reasonable expenses, including attorneys'
fees actually and necessarily incurred in connection with the defence of any
action, suit or proceeding, or in connection with any appeal therein, to which
they or any of them may be a party by reason of any action taken or failure to
act under or in connection with the Plan or any rights granted thereunder, and
against all amounts paid by them in settlement thereof (provided such settlement
is approved by independent legal counsel selected by the Bank) or paid by them
in satisfaction of a judgement in any such action, suit or proceeding that such
member is liable for negligence or misconduct in the performance of such
member's duties; provided that within 60 days after institution of any such
action, suit or proceeding, the member shall in writing offer the Bank the
opportunity, at its own expense, to handle and defend the same. This indemnity
shall not extend to any liability arising as a result of any fraud or dishonesty
on the part of any member of the Committee.

12.      APPROVAL OF PLAN;  EFFECTIVE DATE

         The Plan was adopted by the Board of Directors on June 30, 1997
pursuant to authorisation by the Company's shareholders as granted at a Special
General Meeting on June 12, 1997 to proceed in accordance with authority
provided by Bye-Law 4(1) of the Bank.