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                                                                     EXHIBIT 4.3



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                            FIRST ESSEX BANCORP, INC.
                            2002 STOCK INCENTIVE PLAN














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                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                        <C>
SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS..........................................................1

SECTION 2. ADMINISTRATION OF PLAN; COMMITTEE AUTHORITY TO SELECT PARTICIPANTS AND DETERMINE AWARDS...........3

SECTION 3. SHARES ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION.............................................4

SECTION 4. ELIGIBILITY.......................................................................................5

SECTION 5. STOCK OPTIONS.....................................................................................5

SECTION 6. CONDITIONED STOCK AWARDS..........................................................................8

SECTION 7. UNRESTRICTED STOCK AWARDS.........................................................................9

SECTION 8. PERFORMANCE SHARE AWARDS..........................................................................9

SECTION 9. STOCK APPRECIATION RIGHTS........................................................................10

SECTION 10. TERMINATION OF STOCK OPTIONS AND STOCK APPRECIATION RIGHTS......................................11

SECTION 11. TAX WITHHOLDING.................................................................................13

SECTION 12. TRANSFER, LEAVE OF ABSENCE, ETC.................................................................13

SECTION 13. AMENDMENTS AND TERMINATION......................................................................13

SECTION 14. STATUS OF PLAN..................................................................................14

SECTION 15. CHANGE OF CONTROL PROVISIONS....................................................................14

SECTION 16. GENERAL PROVISIONS..............................................................................15

SECTION 17. EFFECTIVE DATE OF PLAN..........................................................................16

SECTION 18. GOVERNING LAW...................................................................................16
</TABLE>





                                      -i-


<PAGE>



                            FIRST ESSEX BANCORP, INC.
                            2002 STOCK INCENTIVE PLAN


         SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS.

         The name of the plan is the First Essex Bancorp, Inc. 2002 Stock
Incentive Plan (the "PLAN"). The purpose of the Plan is to encourage and enable
the officers, directors and employees of First Essex Bancorp, Inc. (the
"COMPANY") and its Subsidiaries upon whose judgment, initiative and efforts the
Company largely depends for the successful conduct of its business to acquire a
proprietary interest in the Company. It is anticipated that providing such
persons with a direct stake in the Company's welfare will assure a closer
identification of their interests with those of the Company and its
shareholders, thereby stimulating their efforts on the Company's behalf and
strengthening their desire to remain with the Company.

         The following terms shall be defined as set forth below:

         "ACT" means the Securities Exchange Act of 1934, as amended.

         "AWARD" or "AWARDS", except where referring to a particular category of
grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock
Options, Conditioned Stock Awards, Unrestricted Stock Awards, Performance Share
Awards and Stock Appreciation Rights.

         "BOARD" means the Board of Directors of the Company.

         "CAUSE" means personal dishonesty with respect to the Company, willful
misconduct, breach of fiduciary duty involving personal profit, intentional
failure to perform stated duties, willful violation of any law, rule or
regulation (other than traffic violations or similar offenses) or final cease
and desist order.

         "CHANGE OF CONTROL" shall have the meaning set forth in Section 15.

         "CODE" means the Internal Revenue Code of 1986, as amended, and any
successor Code, and related rules, regulations and interpretations.

         "COMMITTEE" shall have the meaning set forth in Section 2.

         "CONDITIONED STOCK AWARD" means an Award granted pursuant to Section 6.

         "DISABILITY" means disability as set forth in Section 22(e)(3) of the
Code.

         "EFFECTIVE DATE" shall have the meaning set forth in Section 17.

         "ELIGIBLE PERSON" shall have the meaning set forth in Section 4.

         "FAIR MARKET VALUE" on any given date means the closing price per share
of the Stock on the trading day immediately preceding such date as reported by
the NASDAQ Stock Market


<PAGE>


or another nationally recognized stock exchange, or, if the Stock is not listed
on such an exchange, the fair market value of the Stock as determined by the
Committee.

         "INCENTIVE STOCK OPTION" means any Stock Option designated and
qualified as an "incentive stock option" as defined in Section 422 of the Code.

         "NON-EMPLOYEE DIRECTOR" means any director who: (i) is not currently an
officer of the Company or an Affiliate, or otherwise currently employed by the
Company or an Affiliate, (ii) does not receive compensation, either directly or
indirectly, from the Company or an Affiliate, for services rendered as a
consultant or in any capacity other than as a director, except for an amount
that does not exceed the dollar amount for which disclosure would be required
pursuant to Rule 404(a) of Regulation S-K promulgated by the SEC, (iii) does not
possess an interest in any other transaction for which disclosure would be
required pursuant to Rule 404(a) of Regulation S-K, and (iv) is not engaged in a
business relationship for which disclosure would be required pursuant to Rule
404(b) of Regulation S-K.

         "NON-QUALIFIED STOCK OPTION" means any Stock Option that is not an
Incentive Stock Option.

         "NORMAL RETIREMENT" means retirement from active employment with the
Company and its Subsidiaries in accordance with the retirement policies of the
Company and its Subsidiaries then in effect.

         "OPTION" or "STOCK OPTION" means any option to purchase shares of Stock
granted pursuant to Section 5.

         "OUTSIDE DIRECTOR" means any director who (i) is not an employee of the
Company or of any "affiliated group," as such term is defined in Section 1504(a)
of the Code, which includes the Company (an "Affiliated Group Member"), (ii) is
not a former employee of the Company or any Affiliated Group Member who is
receiving compensation for prior services (other than benefits under a
tax-qualified retirement plan) during the Company's or any Affiliated Group
Member's taxable year, (iii) has not been an officer of the Company or any
Affiliated Group Member and (iv) does not receive remuneration from the Company
or any Affiliated Group Member, either directly or indirectly, in any capacity
other than as a director. "Outside Director" shall be determined in accordance
with Section 162(m) of the Code and the Treasury regulations issued thereunder.

         "PERFORMANCE SHARE AWARD" means an Award granted pursuant to Section 8.

         "STOCK" means the Common Stock, $0.10 par value per share, of the
Company, subject to adjustments pursuant to Section 3.

         "STOCK APPRECIATION RIGHT" means an Award granted pursuant to Section
9.

         "SUBSIDIARY" means a subsidiary as defined in Section 424 of the Code.

         "UNRESTRICTED STOCK AWARD" means Awards granted pursuant to Section 7.


                                      -2-


<PAGE>


         SECTION 2. ADMINISTRATION OF PLAN; COMMITTEE AUTHORITY TO SELECT
PARTICIPANTS AND DETERMINE AWARDS.

         (a) COMMITTEE. The Plan shall be administered by a committee of the
Board (the "Committee") consisting of all members of the Compensation Committee
of the Company (not less than two (2) persons) who qualify as both an Outside
Director and a Non-Employee Director (each as defined above), but the authority
and validity of any act taken or not taken by the Committee shall not be
affected if any person administering the Plan is not an Outside Director nor a
Non-Employee Director. Except as specifically reserved to the Board under the
terms of the Plan, the Committee shall have full and final authority to operate,
manage and administer the Plan on behalf of the Company. Action by the Committee
shall require the affirmative vote of a majority of all members thereof.

         (b) POWERS OF COMMITTEE. The Committee shall have the power and
authority to grant Awards consistent with the terms of the Plan, including the
power and authority:

               (i) to select the officers and other employees of the Company and
          its Subsidiaries to whom Awards may from time to time be granted;

               (ii) to determine the time or times of grant, and the extent, if
          any, of Incentive Stock Options, Non-Qualified Stock Options,
          Conditioned Stock, Unrestricted Stock, Performance Shares and Stock
          Appreciation Rights, or any combination of the foregoing, granted to
          any one or more participants;

               (iii) to determine the number of shares to be covered by any
          Award;

               (iv) to determine and modify the terms and conditions, including
          restrictions, not inconsistent with the terms of the Plan, of any
          Award, which terms and conditions may differ among individual Awards
          and participants, and to approve the form of written instruments
          evidencing the Awards; PROVIDED, HOWEVER, that no such action shall
          adversely affect rights under any outstanding Award without the
          participant's consent; and PROVIDED FURTHER, HOWEVER, that the
          Committee shall have no authority to change the exercise or purchase
          price of any Award after the initial grant of the Award;

               (v) to accelerate the exercisability or vesting of all or any
          portion of any Award;

               (vi) subject to the provisions of Section 5(a)(ii), to extend the
          period in which any outstanding Stock Option or Stock Appreciation
          Right may be exercised, provided, however, that such modification of
          an Incentive Stock Option may cause the option to fail to satisfy the
          incentive stock option requirements of the Code and may not be
          effected without the consent of the holder;

               (vii) to determine whether, to what extent, and under what
          circumstances Stock and other amounts payable with respect to an Award
          shall be deferred either automatically or at the election of the
          participant and whether and to what extent the Company shall pay or
          credit amounts equal to interest (at rates determined by the
          Committee) or dividends or deemed dividends on such deferrals; and


                                      -3-


<PAGE>


               (viii) to adopt, alter and repeal such rules, guidelines and
          practices for administration of the Plan and for its own acts and
          proceedings as it shall deem advisable; to interpret the terms and
          provisions of the Plan and any Award (including related written
          instruments); to make all determinations it deems advisable for the
          administration of the Plan; to decide all disputes arising in
          connection with the Plan; and to otherwise supervise the
          administration of the Plan.

         All decisions and interpretations of the Committee shall be binding on
all persons, including the Company and Plan participants.

         SECTION 3. SHARES ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION.

         (a) SHARES ISSUABLE. The maximum number of shares of Stock with respect
to which Awards (including Stock Appreciation Rights) may be granted under the
Plan shall be three hundred seventy five thousand (375,000). For purposes of
this limitation, the shares of Stock underlying any Awards which are forfeited,
canceled, reacquired by the Company or otherwise terminated (other than by
exercise) shall be added back to the shares of Stock with respect to which
Awards may be granted under the Plan so long as the participants to whom such
Awards had been previously granted retained no benefits of ownership of the
underlying shares of Stock to which the Award related. Likewise, if any Option
is exercised by the delivery of a number of shares of Stock, either actually or
by attestation, to the Company as full or partial payment in connection with the
exercise of an Option under this or any prior plan of the Company, only the
number of shares of Stock issued net of the shares of Stock delivered shall be
deemed issued for purposes of determining the maximum number of shares of Stock
available for issuance under the Plan. Subject to such overall limitation, any
type or types of Award may be granted with respect to shares, including
Incentive Stock Options. Shares issued under the Plan may be authorized but
unissued shares or shares reacquired by the Company.

         (b) LIMITATION ON AWARDS. In no event may any Plan participant be
granted Awards with respect to more than 100,000 shares of Stock in any calendar
year. The number of shares of Stock relating to an Award granted to a Plan
participant in a calendar year that is subsequently forfeited, cancelled or
otherwise terminated shall continue to count toward the foregoing limitation in
such calendar year. In addition, if the exercise price of an Award is
subsequently reduced, the transaction shall be deemed a cancellation of the
original Award and the grant of a new one so that both transactions shall count
toward the maximum shares issuable in the calendar year of each respective
transaction.

         (c) STOCK DIVIDENDS, MERGERS, ETC. In the event that after approval of
the Plan by the stockholders of the Company in accordance with Section 17, the
Company effects a stock dividend, stock split or similar change in
capitalization affecting the Stock, the Committee shall make appropriate
adjustments in (i) the number and kind of shares of stock or securities with
respect to which Awards may thereafter be granted (including without limitation
the limitations set forth in Section 3(a) and Section 3(b) above), (ii) the
number and kind of shares remaining subject to outstanding Awards, and (iii) the
option or purchase price in respect of such shares. In the event of any merger,
consolidation, dissolution or liquidation of the Company, the Committee in its
sole discretion may, as to any outstanding Awards, make such substitution or
adjustment in the aggregate number of shares reserved for issuance under the
Plan and in the


                                      -4-


<PAGE>


number and purchase price (if any) of shares subject to such Awards as it may
determine and as may be permitted by the terms of such transaction, or
accelerate, amend or terminate such Awards upon such terms and conditions as it
shall provide (which, in the case of the termination of the vested portion of
any Award, shall require payment or other consideration which the Committee
deems equitable in the circumstances), subject, however, to the provisions of
Section 15.

         (d) SUBSTITUTE AWARDS. The Committee may grant Awards under the Plan in
substitution for stock and stock based awards held by employees of another
corporation who concurrently become employees of the Company or a Subsidiary as
the result of a merger or consolidation of the employing corporation with the
Company or a Subsidiary or the acquisition by the Company or a Subsidiary of
property or stock of the employing corporation (collectively, "MERGER"). The
Committee may direct that the substitute awards be granted on such terms and
conditions as the Committee considers appropriate in the circumstances. Shares
which may be delivered under such substitute awards may be in addition to the
maximum number of shares provided for in Section 3(a).

         SECTION 4. ELIGIBILITY.

         Awards may be granted only to directors, officers or other key
employees of the Company or its Subsidiaries ("ELIGIBLE PERSONS").

         SECTION 5. STOCK OPTIONS.

         Any Stock Option granted under the Plan shall be in such form as the
Committee may from time to time approve.

         Stock Options granted under the Plan may be either Incentive Stock
Options or Non-Qualified Stock Options. To the extent that any option does not
qualify as an Incentive Stock Option, it shall constitute a Non-Qualified Stock
Option.

         No Incentive Stock Option shall be granted under the Plan after the
tenth anniversary of the Effective Date.

         (a) GRANT OF STOCK OPTIONS. The Committee in its discretion may
determine the effective date of Stock Options, PROVIDED, HOWEVER, that grants of
Incentive Stock Options shall be made only to persons who are, on the effective
date of the grant, employees of the Company or any Subsidiary. Stock Options
granted pursuant to this Section 5(a) shall be subject to the following terms
and conditions and the terms and conditions of Section 13 and shall contain such
additional terms and conditions, not inconsistent with the terms of the Plan, as
the Committee shall deem desirable.

               (i) EXERCISE PRICE. The exercise price per share for the Stock
          covered by a Stock Option granted pursuant to this Section 5(a) shall
          be determined by the Committee at the time of grant but shall be not
          less than one hundred percent (100%) of Fair Market Value on the date
          of grant. If an employee owns or is deemed to own (by reason of the
          attribution rules applicable under Section 424(d) of the Code) more
          than ten percent


                                      -5-


<PAGE>


          (10%) of the combined voting power of all classes of stock of the
          Company or any Subsidiary or parent corporation and an Incentive Stock
          Option is granted to such employee, the option price shall be not less
          than one hundred ten percent (110%) of Fair Market Value on the grant
          date.

               (ii) OPTION TERM. The term of each Stock Option shall be fixed by
          the Committee but no Incentive Stock Option shall be exercisable more
          than ten (10) years after the date the option is granted. If an
          employee owns or is deemed to own (by reason of the attribution rules
          of Section 424(d) of the Code) more than ten percent (10%) of the
          combined voting power of all classes of stock of the Company or any
          Subsidiary or parent corporation and an Incentive Stock Option is
          granted to such employee, the term of such option shall be no more
          than five (5) years from the date of grant.

               (iii) EXERCISABILITY; RIGHTS OF A SHAREHOLDER. Stock Options
          shall become vested and exercisable at such time or times, whether or
          not in installments, as shall be determined by the Committee at or
          after the grant date. The Committee may at any time accelerate the
          exercisability of all or any portion of any Stock Option. An optionee
          shall have the rights of a shareholder only as to shares acquired upon
          the exercise of a Stock Option and not as to unexercised Stock
          Options.

               (iv) METHOD OF EXERCISE. Stock Options may be exercised in whole
          or in part, by delivering written notice of exercise to the Company,
          specifying the number of shares to be purchased. Payment of the
          purchase price may be made by one or more of the following methods:

                    (A) In cash, by certified or bank check or other instrument
               acceptable to the Committee;

                    (B) If permitted by the Committee, in its discretion, in the
               form of "mature" shares of Stock (as defined in the Financial
               Accounting Standards Board's Emerging Issues Task Force Issue
               84-18 ("Issue 84-18")) that are not then subject to restrictions
               under any Company plan. Such surrendered shares shall be valued
               at Fair Market Value on the exercise date; or by delivering

                    (C) If permitted by the Committee, in its discretion, by the
               optionee delivering to the Company a properly executed exercise
               notice together with irrevocable instructions to a broker to
               promptly deliver to the Company cash or a check payable and
               acceptable to the Company to pay the purchase price; PROVIDED
               that in the event the optionee chooses to pay the purchase price
               as so provided, the optionee and the broker shall comply with
               such procedures and enter into such agreements of indemnity and
               other agreements as the Committee shall prescribe as a condition
               of such payment procedure. The Company need not act upon such
               exercise notice until the Company receives full payment of the
               exercise price; or

                    (D) If permitted by the Committee, in its discretion, by
               reducing the number of option shares otherwise issuable to the
               optionee upon exercise of the option by a number of shares of
               Stock having a Fair Market Value equal to such


                                      -6-


<PAGE>


               aggregate exercise price (it being understood that this
               alternative will be available only if the optionee holds
               sufficient "mature" shares as defined in Issue 84-18);

                    (E) By any other means (including, without limitation, by
               delivery of a promissory note of the optionee payable on such
               terms as are specified by the Committee) which the Committee
               determines are consistent with the purpose of the Plan and with
               applicable laws and regulations.

          The delivery of certificates representing shares of Stock to be
          purchased pursuant to the exercise of a Stock Option will be
          contingent upon receipt from the Optionee (or a purchaser acting in
          his stead in accordance with the provisions of the Stock Option) by
          the Company of the full purchase price for such shares and the
          fulfillment of any other requirements contained in the Stock Option or
          applicable provisions of laws.

               (v) NON-TRANSFERABILITY OF OPTIONS. Except as otherwise may be
          provided in this Section 5(a)(v) or in an option agreement governing
          an Option granted under the Plan, no Stock Option shall be
          transferable other than by will or by the laws of descent and
          distribution, and all Stock Options shall be exercisable, during the
          optionee's lifetime, only by the optionee. The Committee may, however,
          in its sole discretion, permit transferability or assignment of a
          Non-Qualified Stock Option if such transfer or assignment is, in its
          sole determination, for valid estate planning purposes and such
          transfer or assignment is permitted under the Code and Rule 16b-3
          under the Exchange Act. For purposes of this Section 5(a)(v), a
          transfer for valid estate planning purposes includes, but is not
          limited to: (a) a transfer to a revocable inter-vivos trust as to
          which the participant is both the settlor and trustee, (b) a transfer
          for no consideration to: (i) any member of the participant's Immediate
          Family, (ii) any trust solely for the benefit of members of the
          participant's Immediate Family, and (iii) any partnership whose only
          partners are members of the participant's Immediate Family, or (iv)
          any limited liability corporation or corporate entity whose only
          members or equity owners are members of the Participant's Immediate
          Family. For purposes of this Section 5(a)(v), "IMMEDIATE FAMILY"
          includes, but is not necessarily limited to, a Participant's parents,
          spouse, children, grandchildren and great-grandchildren. Nothing
          contained in this Section 5(a)(v) shall be construed to require the
          Committee to give its approval to any transfer or assignment of any
          Non-Qualified Stock Option or portion thereof, and approval to
          transfer or assign any Non-Qualified Stock Option or portion thereof
          does not mean that such approval will be given with respect to any
          other Non-Qualified Stock Option or portion thereof. The transferee or
          assignee of any Non-Qualified Stock Option shall be subject to all of
          the terms and conditions applicable to such Non-Qualified Stock Option
          immediately prior to the transfer or assignment and shall be subject
          to any conditions proscribed by the Committee with respect to such
          Non-Qualified Stock Option.

               (vi) ANNUAL LIMIT ON INCENTIVE STOCK OPTIONS. To the extent
          required for "incentive stock option" treatment under Section 422 of
          the Code, the aggregate Fair Market Value (determined as of the time
          of grant) of the Stock with respect to which incentive stock options
          granted under this Plan and any other plan of the Company or its
          Subsidiaries become exercisable for the first time by an optionee
          during any calendar year shall not exceed $100,000. Notwithstanding
          the foregoing, to the extent that the


                                      -7-


<PAGE>


          aggregate Fair Market Value (determined as of the time of grant) of
          the Stock with respect to which Incentive Stock Options granted under
          this Plan and any other plan of the Company or its Subsidiaries become
          exercisable for the first time by an optionee during any calendar year
          exceeds $100,000 said excess shall be treated as a Non-Qualified Stock
          Option.

               (vii) FORM OF SETTLEMENT. Shares of Stock issued upon exercise of
          a Stock Option shall be free of all restrictions under the Plan,
          except as otherwise provided in this Plan.

         (b) RELOAD OPTIONS. At the discretion of the Committee, Options granted
under Section 5(a) may include a so-called "reload" feature pursuant to which an
optionee exercising an option (the "ORIGINAL OPTION") by the delivery of a
number of shares of Stock in accordance with Section 5(a)(iv)(B) hereof would
automatically be granted an additional Option (with an exercise price equal to
the Fair Market Value of the Stock on the date the additional Option is granted
and with the same expiration date as the original Option being exercised, and
with such other terms as the Committee may provide) to purchase that number of
shares of Stock equal to the number delivered to exercise the Original Option;
provided, however, that the grant of such additional Option shall be subject to
the availability of shares of Stock under the Plan at the time of the exercise
of the Original Option.

         SECTION 6. CONDITIONED STOCK AWARDS.

         (a) NATURE OF CONDITIONED STOCK AWARD. The Committee in its discretion
may grant Conditioned Stock Awards to any Eligible Person. A Conditioned Stock
Award is an Award entitling the recipient to acquire, at no cost or for a
purchase price determined by the Committee, shares of Stock subject to such
restrictions and conditions as the Committee may determine at the time of grant
("CONDITIONED STOCK"). Conditions may be based on continuing employment and/or
achievement of pre-established performance goals and objectives. In addition, a
Conditioned Stock Award may be granted to an employee by the Committee in lieu
of a cash bonus due to such employee pursuant to any other plan of the Company.

         (b) ACCEPTANCE OF AWARD. A participant who is granted a Conditioned
Stock Award shall have no rights with respect to such Award unless the
participant shall have accepted the Award within sixty (60) days (or such
shorter date as the Committee may specify) following the award date by making
payment to the Company, if required, by certified or bank check or other
instrument or form of payment acceptable to the Committee in an amount equal to
the specified purchase price, if any, of the shares covered by the Award and by
executing and delivering to the Company a written instrument that sets forth the
terms and conditions of the Conditioned Stock in such form as the Committee
shall determine.

         (c) RIGHTS AS A SHAREHOLDER. Upon complying with Section 6(b) above, a
participant shall have all the rights of a shareholder with respect to the
Conditioned Stock, including voting and dividend rights, subject to
non-transferability restrictions and Company repurchase or forfeiture rights
described in this Section 6 and subject to such other conditions contained in
the written instrument evidencing the Conditioned Award. Unless the Committee
shall otherwise


                                      -8-


<PAGE>


determine, certificates evidencing shares of Conditioned Stock shall remain in
the possession of the Company until such shares are vested as provided in
Section 6(e) below.

         (d) RESTRICTIONS. Shares of Conditioned Stock may not be sold,
assigned, transferred, pledged or otherwise encumbered or disposed of except as
specifically provided herein. In the event of termination of employment by (or
termination of services with) the Company and its Subsidiaries for any reason
(including death, Disability, Normal Retirement and for Cause), the Company
shall have the right, at the discretion of the Committee, to repurchase shares
of Conditioned Stock with respect to which conditions have not lapsed at their
purchase price, or to require forfeiture of such shares to the Company if
acquired at no cost, from the participant or the participant's legal
representative. The Company must exercise such right of repurchase or forfeiture
within ninety (90) days following such termination of employment or service
(unless otherwise specified, in the written instrument evidencing the
Conditioned Award).

         (e) VESTING OF CONDITIONED STOCK. The Committee at the time of grant
shall specify the date or dates and/or the attainment of pre-established
performance goals, objectives and other conditions on which the
non-transferability of the Conditioned Stock and the Company's right of
repurchase or forfeiture shall lapse. Subsequent to such date or dates and/or
the attainment of such preestablished performance goals, objectives and other
conditions, the shares on which all restrictions have lapsed shall no longer be
Conditioned Stock and shall be deemed "vested." The Committee at any time may
accelerate such date or dates and otherwise waive or, subject to Section 13,
amend any conditions of the Award.

         (f) WAIVER, DEFERRAL AND REINVESTMENT OF DIVIDENDS. The written
instrument evidencing the Conditioned Stock Award may require or permit the
immediate payment, waiver, deferral or investment of dividends paid on the
Restricted Stock.

         SECTION 7. UNRESTRICTED STOCK AWARDS.

         (a) GRANT OR SALE OF UNRESTRICTED STOCK. The Committee in its
discretion may grant or sell to any Eligible Person shares of Stock free of any
restrictions under the Plan ("UNRESTRICTED STOCK") at a purchase price
determined by the Committee. Shares of Unrestricted Stock may be granted or sold
as described in the preceding sentence in respect of past services or other
valid consideration.

         (b) RESTRICTIONS ON TRANSFERS. The right to receive unrestricted Stock
may not be sold, assigned, transferred, pledged or otherwise encumbered, other
than by will or the laws of descent and distribution.

         SECTION 8. PERFORMANCE SHARE AWARDS.

         (a) NATURE OF PERFORMANCE SHARES. A Performance Share Award is an award
entitling the recipient to acquire shares of Stock upon the attainment of
specified performance goals. The Committee may make Performance Share Awards
independent of or in connection with the granting of any other Award under the
Plan. Performance Share Awards may be granted under the Plan to any Eligible
Person including those who qualify for awards under other performance plans of
the Company. The Committee in its discretion shall determine whether and to whom


                                      -9-


<PAGE>


Performance Share Awards shall be made, the performance goals applicable under
each such Award, the periods during which performance is to be measured, and all
other limitations and conditions applicable to the awarded Performance Shares;
PROVIDED, HOWEVER, that the Committee may rely on the performance goals and
other standards applicable to other performance-based plans of the Company in
setting the standards for Performance Share Awards under the Plan. The purchase
price of a Performance Share Award shall be not less than one hundred percent
(100%) of Fair Market Value on the date of the award.

         (b) RESTRICTIONS ON TRANSFER. Performance Share Awards and all rights
with respect to such Awards may not be sold, assigned, transferred, pledged or
otherwise encumbered.

         (c) RIGHTS AS A SHAREHOLDER. A participant receiving a Performance
Share Award shall have the rights of a shareholder only as to shares actually
received by the participant under the Plan and not with respect to shares
subject to the Award but not actually received by the participant. A participant
shall be entitled to receive a stock certificate evidencing the acquisition of
shares of Stock under a Performance Share Award only upon satisfaction of all
conditions specified in the written instrument evidencing the Performance Share
Award (or in a performance plan adopted by the Committee).

         (d) TERMINATION. Except as may otherwise be provided by the Committee
at any time prior to termination of employment, a participant's rights in all
Performance Share Awards shall automatically terminate upon the participant's
termination of employment by the Company and its Subsidiaries for any reason
(including death, Disability, Normal Retirement and for Cause).

         (e) ACCELERATION, WAIVER, ETC. At any time prior to the participant's
termination of employment, the Committee may in its sole discretion accelerate,
waive or, subject to Section 13, amend any or all of the goals, restrictions or
conditions imposed under any Performance Share Award.

         SECTION 9. STOCK APPRECIATION RIGHTS.

         (a) The Committee in its discretion may grant Stock Appreciation Rights
to any Eligible Person (i) alone, (ii) simultaneously with the grant of a Stock
Option and in conjunction therewith or in the alternative thereto or (iii)
subsequent to the grant of a Non-Qualified Option and in conjunction therewith
or in the alternative thereto.

         (b) The exercise price per share of a Stock Appreciation Right granted
alone shall be determined by the Committee. A Stock Appreciation Right granted
simultaneously with or subsequent to the grant of a Stock Option and in
conjunction therewith or in the alternative thereto shall have the same exercise
price as the related Stock Option, shall be transferable only upon the same
terms and conditions as the related Stock Option, and shall be exercisable only
to the same extent as the related Stock Option; PROVIDED, HOWEVER, that a Stock
Appreciation Right, by its terms, shall be exercisable only when the Fair Market
Value per share of Stock exceeds the exercise price per share thereof.

         (c) Upon any exercise of a Stock Appreciation Right which has been
issued in conjunction with a Stock Option, the number of shares of Stock for
which any related Stock


                                      -10-


<PAGE>


Option shall be exercisable shall be reduced by the number of shares for which
the Stock Appreciation Right shall have been exercised. The number of shares of
Stock with respect to which a Stock Appreciation Right shall be exercisable
shall be reduced upon any exercise of any related Stock Option by the number of
shares for which such Option shall have been exercised. Any Stock Appreciation
Right shall be exercisable upon such additional terms and conditions as may from
time to time be prescribed by the Committee.

         (d) A Stock Appreciation Right shall entitle the participant upon
exercise thereof to receive from the Company, upon written request to the
Company at its principal offices (the "REQUEST"), a number of shares of Stock
(with or without restrictions as to substantial risk of forfeiture and
transferability, as determined by the Committee in its sole discretion), an
amount of cash, or any combination of Stock and cash, as specified in the
Request (but subject to the approval of the Committee in its sole discretion, at
any time up to and including the time of payment, as to the making of any cash
payment), having an aggregate Fair Market Value equal to the product of (i) the
excess of Fair Market Value, on the date of such Request, over the exercise
price per share of Stock specified in such Stock Appreciation Right or its
related Option, multiplied by (ii) the number of shares of Stock for which such
Stock Appreciation Right shall be exercised. Notwithstanding the foregoing, the
Committee may specify at the time of grant of any Stock Appreciation Right that
such Stock Appreciation Right may be exercisable solely for cash and not for
Stock.

         (e) Within thirty (30) days of the receipt by the Company of a Request
to receive cash in full or partial settlement of a Stock Appreciation Right or
to exercise such Stock Appreciation Right for cash, the Committee shall, in its
sole discretion, either consent to or disapprove, in whole or in part, such
Request. A Request to receive cash in full or partial settlement of a Stock
Appreciation Right or to exercise a Stock Appreciation Right for cash may
provide that, in the event the Committee shall disapprove such Request, such
Request shall be deemed to be an exercise of such Stock Appreciation Right for
Stock.

         (f) If the Committee disapproves in whole or in part any election by a
participant to receive cash in full or partial settlement of a Stock
Appreciation Right or to exercise such Stock Appreciation Right for cash, such
disapproval shall not affect such participant's right to exercise such Stock
Appreciation Right at a later date, to the extent that such Stock Appreciation
Right shall be otherwise exercisable, or to elect the form of payment at a later
date, provided that an election to receive cash upon such later exercise shall
be subject to the approval of the Committee. Additionally, such disapproval
shall not affect such participant's right to exercise any related Option.

         (g) A Stock Appreciation Right shall be deemed exercised on the last
day of its term, if not otherwise exercised by the holder thereof, provided that
the fair market value of the Stock subject to the Stock Appreciation Right
exceeds the exercise price thereof on such date.

         (h) No Stock Appreciation Right shall be transferable other than by
will or by the laws of descent and distribution and all Stock Appreciation
Rights shall be exercisable, during the holder's lifetime, only by the holder.


                                      -11-


<PAGE>


         SECTION 10. TERMINATION OF STOCK OPTIONS AND STOCK APPRECIATION RIGHTS.

         Unless otherwise provided in the applicable agreement pursuant to which
the Award was granted,

         (a) STOCK OPTIONS:

               (i) TERMINATION BY DEATH. If any participant's employment or
          directorship with the Company and its Subsidiaries terminates by
          reason of death, any Stock Option owned by such participant may
          thereafter be exercised to the extent exercisable at the date of
          death, by the legal representative or legatee of the participant, for
          a period of one year from the date of death, or until the expiration
          of the stated term of the Stock Option, if earlier.

               (ii) TERMINATION BY REASON OF DISABILITY OR NORMAL RETIREMENT.

                    (A) Any Stock Option held by a participant whose employment
               or directorship with the Company and its Subsidiaries has
               terminated by reason of Disability may thereafter be exercised,
               to the extent it was exercisable at the time of such termination,
               for a period of 180 days from the date of such termination of
               employment or directorship or until the expiration of the stated
               term of the Option, if earlier.

                    (B) Any Stock Option held by a participant whose employment
               or directorship with the Company and its Subsidiaries has
               terminated by reason of Normal Retirement may thereafter be
               exercised, to the extent it was exercisable at the time of such
               termination, for a period of three months from the date of such
               termination of employment or directorship or until the expiration
               of the stated term of the Option, if earlier.

                    (C) The Committee shall have sole authority and discretion
               to determine whether a participant's employment or directorship
               has been terminated by reason of Disability or Normal Retirement.

                    (D) Except as otherwise provided by the Committee at the
               time of grant, the death of a participant during a period
               provided in this Section 10(a)(ii) for the exercise of an Stock
               Option shall extend such period for one year from the date of
               death, subject to termination on the expiration of the stated
               term of the Option, if earlier.

               (iii) TERMINATION VOLUNTARILY OR FOR CAUSE. If any participant's
          employment or directorship with the Company and its Subsidiaries has
          been terminated by the optionee voluntarily (other than by reason of
          Normal Retirement) or by the Company or any of its Subsidiaries for
          Cause, any Stock Option held by such participant shall immediately
          terminate at the end of the last day of the optionee's employment or
          directorship and shall thereafter be of no further force and effect.

               (iv) TERMINATION WITHOUT CAUSE. Unless otherwise determined by
          the Committee, if a participant's employment or directorship with the
          Company and its


                                      -12-


<PAGE>


          Subsidiaries is terminated by the Company or any of its Subsidiaries
          without cause, any Stock Option held by such participant may
          thereafter be exercised, to the extent it was exercisable on the date
          of termination of employment or directorship, for three months from
          the last day of the optionee's employment or directorship (or such
          longer period as the Committee shall specify at any time, it being
          understood that any Incentive Options that are not exercised by such
          terminated optionee within three months after such termination shall
          thereafter become Nonqualified Options) or until the expiration of the
          stated term of the Option, if earlier.

         (b) OTHER AWARDS. All Awards other than Stock Options granted under the
Plan shall contain such terms and conditions with respect to its termination as
the Committee, in its discretion, may from time to time determine.

         SECTION 11. TAX WITHHOLDING.

         (a) PAYMENT BY PARTICIPANT. Each participant shall, no later than the
date as of which the value of an Award or of any Stock or other amounts received
thereunder first becomes includable in the gross income of the participant for
Federal income tax purposes, pay to the Company, or make arrangements
satisfactory to the Committee regarding payment of any Federal, state or local
taxes of any kind required by law to be withheld with respect to such income.
The Company and its Subsidiaries shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment of any kind otherwise due to the
participant.

         (b) PAYMENT IN SHARES. A Participant may elect, with the consent of the
Committee, in its discretion, to have such tax withholding obligation satisfied,
in whole or in part, by authorizing the Company to withhold from shares of Stock
to be issued pursuant to an Award a number of shares with an aggregate Fair
Market Value (as of the date the withholding is effected) that would satisfy the
withholding amount due with respect to such Award. If shares are withheld from
an Award in order to satisfy said withholding tax or payroll tax requirements,
only the number of Shares with an aggregate Fair Market Value equal to the
minimum withholding amount due shall be so withheld.

         SECTION 12. TRANSFER, LEAVE OF ABSENCE, ETC.

         For purposes of the Plan, the following events shall not be deemed a
termination of employment:

         (a) a transfer to the employment of the Company from a Subsidiary or
from the Company to a Subsidiary, or from one Subsidiary to another;

         (b) an approved leave of absence for military service or sickness, or
for any other purpose approved by the Company, if the employee's right to
re-employment is guaranteed either by a statute or by contract or under the
policy pursuant to which the leave of absence was granted or if the Committee
otherwise so provides in writing.


                                      -13-


<PAGE>


         SECTION 13. AMENDMENTS AND TERMINATION.

         The Board may at any time amend or discontinue the Plan and the
Committee may at any time amend or cancel any outstanding Award (or provide
substitute Awards at the same or reduced exercise or purchase price or with no
exercise or purchase price, but such price, if any, must satisfy the
requirements which would apply to the substitute or amended Award if it were
then initially granted under this Plan) for the purpose of satisfying changes in
law or for any other lawful purpose, but no such action shall adversely affect
rights under any outstanding Award without the holder's consent. However, no
such amendment, unless approved by the stockholders of the Company, shall be
effective if it would cause the Plan to fail to satisfy the incentive stock
option requirements of the Code, or cause transactions under the Plan to fail to
satisfy the requirements of Rule 16b-3 or any successor rule under the Act as in
effect on the date of such amendment.

         SECTION 14. STATUS OF PLAN.

         With respect to the portion of any Award which has not been exercised
and any payments in cash, Stock or other consideration not received by a
participant, a participant shall have no rights greater than those of a general
creditor of the Company unless the Committee shall otherwise expressly determine
in connection with any Award or Awards. In its sole discretion, the Committee
may authorize the creation of trusts or other arrangements to meet the Company's
obligations to deliver Stock or make payments with respect to Awards hereunder,
provided that the existence of such trusts or other arrangements is consistent
with the provision of the foregoing sentence.

         SECTION 15. CHANGE OF CONTROL PROVISIONS.

         (a) In the event of a Change of Control while unexercised Stock
Options, Conditional Stock Awards, Performance Share Awards or Stock
Appreciation Rights remain outstanding under the Plan, then (i) the time for
exercise of all unexercised and unexpired Awards shall be automatically
accelerated, effective as of the effective time of the Change of Control (or
such earlier date as may be specified by the Committee), and (ii) after the
effective time of such Change of Control, unexercised Stock Options, Conditional
Stock Awards, Performance Share Awards or Stock Appreciation Rights shall remain
outstanding and shall be exercisable for shares of Stock (or consideration based
upon the Fair Market Value of Stock) or, if applicable, for shares of such
securities, cash or property (or consideration based upon shares of such
securities, cash or property) as the holders of shares of Stock received in
connection with such Change of Control.

         (b) "CHANGE OF CONTROL" shall mean the occurrence of any one of the
following events:

               (i) any "person" (as such term is used in Sections 13(d) and
          14(d)(2) of the Act) becomes a "beneficial owner" (as such term is
          defined in Rule 13d-3 promulgated under the Act) (other than the
          Company, any trustee or other fiduciary holding securities under an
          employee benefit plan of the Company, or any corporation owned,
          directly or indirectly, by the stockholders of the Company in
          substantially the same proportions as their ownership of stock of the
          Company), directly or indirectly, of securities of the Company
          representing twenty-five percent (25%) or more of the combined voting
          power of the Company's then outstanding securities; or


                                      -14-


<PAGE>


               (ii) persons who, as of January 1, 2002, constituted the
          Company's Board (the "INCUMBENT BOARD") cease for any reason,
          including without limitation as a result of a tender offer, proxy
          contest, merger or similar transaction, to constitute at least a
          majority of the Board, provided that any person becoming a director of
          the Company subsequent to January 1, 2002 whose election was approved
          by, or who was nominated with the approval of, at least a majority of
          the directors then comprising the Incumbent Board shall, for purposes
          of this Plan, be considered a member of the Incumbent Board; or

               (iii) the stockholders of the Company approve a merger or
          consolidation of the Company with any other corporation or other
          entity, other than a merger or consolidation which would result in the
          voting securities of the Company outstanding immediately prior thereto
          continuing to represent (either by remaining outstanding or by being
          converted into voting securities of the surviving entity) more than
          sixty-five percent (65%) of the combined voting power of the voting
          securities of the Company or such surviving entity outstanding
          immediately after such merger or consolidation; or

               (iv) the stockholders of the Company approve a plan of complete
          liquidation of the Company or an agreement for the sale or disposition
          by the Company of all or substantially all of the Company's assets.

         SECTION 16. GENERAL PROVISIONS.

         (a) NO DISTRIBUTION; COMPLIANCE WITH LEGAL REQUIREMENTS. The Committee
may require each person acquiring shares pursuant to an Award to represent to
and agree with the Company in writing that such person is acquiring the shares
without a view to distribution thereof.

         No shares of Stock shall be issued pursuant to an Award until all
applicable securities laws and other legal and stock exchange requirements have
been satisfied. The Committee may require the placing of such stop orders and
restrictive legends on certificates for Stock and Awards as it deems
appropriate.

         (b) DELIVERY OF STOCK CERTIFICATES. Delivery of stock certificates to
participants under this Plan shall be deemed effected for all purposes when the
Company or a stock transfer agent of the Company shall have delivered such
certificates in the United States mail, addressed to the participant, at the
participant's last known address on file with the Company.

         (c) OTHER COMPENSATION ARRANGEMENTS; NO EMPLOYMENT RIGHTS. Nothing
contained in this Plan shall prevent the Board from adopting other or additional
compensation arrangements, including trusts, subject to stockholder approval if
such approval is required; and such arrangements may be either generally
applicable or applicable only in specific cases. The adoption of the Plan or any
Award under the Plan does not confer upon any employee any right to continued
employment with the Company or any Subsidiary.

         (d) DELEGATION BY COMMITTEE. The Committee may delegate to the Chief
Financial Officer or other officer of the Company the authority to make
decisions relating to the exercise of Options or other Awards, including without
limitation the authority to permit the holder of an


                                      -15-


<PAGE>


Award to deliver Stock in payment of the exercise price and the authority to
permit a holder of an Award to satisfy a tax withholding obligation by
authorizing the Company to withhold shares from the shares of Stock to be issued
pursuant to an Award

         SECTION 17. EFFECTIVE DATE OF PLAN.

         The Effective Date of the Plan shall be the date of its adoption by the
Board of Directors provided that the stockholders of the Company shall have
approved the Plan within twelve months following the adoption of the Plan by the
Board.

         SECTION 18. GOVERNING LAW.

         This Plan shall be governed by, and construed and enforced in
accordance with, the substantive laws of the State of Delaware without regard to
its principles of conflicts of laws.











                                      -16-