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                                                                     Exhibit 4.3

                               CVC HOLDINGS, INC.
                                STOCK OPTION PLAN


                                    ARTICLE I

                                 PURPOSE OF PLAN

            The Amended and Restated Stock Option Plan (the "Plan") of CVC
Holdings, Inc. (the "Company"), adopted by the Board of Directors of the Company
effective as of June 30, 1996, is intended to advance the best interests of the
Company by providing directors or executive and other key employees (as defined
below) of, or consultants to, the Company or any Subsidiary who have management
responsibility for the Company or any Subsidiary with additional incentives by
allowing such employees to acquire an ownership interest in the Company. The
Plan is a compensatory benefit plan within the meaning of Rule 701 under the
Securities Act of 1933, as amended (the "Securities Act"). The issuance of
Common Stock pursuant to the Plan is intended to qualify for the exemption from
registration under the Securities Act provided by Rule 701.

            Stockholder approval of the Plan shall be obtained within twelve
(12) months after the Plan is adopted. Any option exercised under the Plan
before stockholder approval is obtained must be rescinded if stockholder
approval is not obtained within twelve (12) months after the Plan is adopted.
Shares of Common Stock issued upon any such exercise shall not be counted in
determining whether stockholder approval of the Plan has been obtained.

                                  ARTICLE II

                                  DEFINITIONS

            For purposes of the Plan the following terms have the indicated
meanings:

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

            "Code" means the Internal Revenue Code of 1986, as amended, and any
successor statute.

            "Committee" means the Compensation Committee of the Board.

            "Common Stock" means the Common Stock, par value $.01 per share, of
CVC Holdings, Inc.

            "Fair Market Value" of the Common Stock as of any date means the
average of the closing prices of the sales of Common Stock on all securities
exchanges on which the Common Stock is listed or, if on any day the Common Stock
is not so listed, the sales price of the Common Stock as reported on the NASDAQ
National Market System as of 4:00 P.M., New York time, on
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such day or, if the Common Stock is not reported on the NASDAQ National Market
System, the average of the representative bid and asked prices quoted in the
NASDAQ System as of 4:00 P.M., New York time, on such day, in each such case
averaged over a period of 21 trading days consisting of the day as of which Fair
Market Value is being determined and the 20 consecutive trading days prior to
such day. If at any time the Common Stock is not listed on any securities
exchange or quoted in the NASDAQ System, Fair Market Value will be determined in
good faith by the Committee. Fair Market Value will be determined without regard
to any restriction on transferability of the Common Stock other than any such
restriction which by its terms will never lapse.

            "Participant" means any director or executive or other key employee
of, or consultant to, the Company or any Subsidiary who has been selected to
participate in the Plan by the Committee. "Key employee" means an employee who
has management responsibility for the Company or any Subsidiary.

            "Stockholders Agreement" means the Amended and Restated
Stockholders' Agreement dated as of May 22, 1995 among the Company and the
stockholders signatory thereto.

            "Sale of the Company" means a merger or consolidation effecting a
change in control of the Company (defined as the acquisition of securities of
the Company possessing a majority or more of the total combined ordinary voting
power of the Company's securities by persons who were not stockholders of the
Company immediately prior to such transaction or affiliates of such
stockholders), or a sale of a majority of the outstanding voting securities of
the Company effecting a change in control of the Company.

            "Subsidiary" means any subsidiary corporation (as such term is
defined in Section 424(f) of the Code) of the Company.

                                   ARTICLE III

                                 ADMINISTRATION

            The Plan shall be administered by the Committee. Subject to the
limitations of the Plan, the Committee shall have the sole and complete
authority to: (i) select Participants, (ii) grant Options (as defined in Article
IV) to Participants in such forms and amounts as it shall determine, (iii)
impose such limitations, restrictions and conditions upon such Options as it
shall deem appropriate, (iv) interpret the Plan and adopt, amend and rescind
administrative guidelines and other rules and regulations relating to the Plan,
(v) correct any defect or omission or reconcile any inconsistency in the Plan or
in any Options granted under the Plan, and (vi) make all other determinations
and take all other actions necessary or advisable for the implementation and
administration of the Plan. The Committee's determinations on matters within its
authority shall be conclusive and binding upon the Participants, the Company and
all other persons. All expenses associated with the administration of the Plan
shall be borne by the Company. The Committee may,


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as approved by the Board and to the extent permissible by law, delegate any of
its authority hereunder to such persons or entities as it deems appropriate.

                                  ARTICLE IV

                        LIMITATION ON AGGREGATE SHARES

            The number of shares of Common Stock with respect to which stock
purchase options ("Options") may be granted under the Plan shall not exceed, in
the aggregate, 200,000 shares of Common Stock, subject to adjustment in
accordance with paragraph 6.5. To the extent any Options expire unexercised or
are cancelled, terminated or forfeited in any manner without the issuance of
Common Stock thereunder, the shares of Common Stock underlying such Options
shall again be available under the Plan. The shares of Common Stock available
under the Plan may consist of authorized and unissued shares, treasury shares or
a combination thereof, as the Committee shall determine.

                                   ARTICLE V

                                    AWARDS

            5.1 Grant of Options. The Committee may grant Options to
Participants from time to time in accordance with this Article V. Options
granted under the Plan may be nonqualified stock options or "incentive stock
options" within the meaning of Section 422 of the Code or any successor
provision, as specified by the Committee. The exercise price per share of Common
Stock under each Option shall be fixed by the Committee in its sole discretion
at the time of grant of the Option; provided, however, that the exercise price
of an incentive stock option shall equal at least 100% of the Fair Market Value
of a share of Common Stock on the date of grant, and the exercise price of a
non-incentive stock option shall equal at least 85% of the Fair Market Value of
a share of Common Stock on the date of grant; provided, however, that the
exercise price of a stock option granted to any Participant who, at the time of
grant, owns stock of the Company (or any Subsidiary) representing more than 10%
of the total combined voting power of all classes of stock of the Company (or
each Subsidiary), shall equal at least 110% of the Fair Market Value of a share
of Common Stock on the date of grant. Options shall be exercisable at such time
or times as the Committee shall determine; provided, however, that to the extent
that the aggregate Fair Market Value of the shares with respect to which
incentive stock options are exercisable for the first time by the Participant
during any calendar year (under all plans of the Company and any parent or
Subsidiary) exceeds $100,000, such Options shall be treated as nonqualified
stock options. For purposes of the preceding sentence, incentive stock options
shall be taken into account in the order in which they were granted. The Fair
Market Value of the shares shall be determined as of the time the Option with
respect to such shares is granted.

            5.2 Vesting and Earning of Options. Options shall be exercisable
only to the extent vested and earned, provided, that vesting shall occur at a
minimum rate of at least 20% per year over five (5) years from the date of
grant. Subject to the Participant's continued employment


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with the Company, a Participant's Options shall vest and become exercisable as
determined by the Committee at the time of grant only if earned based on the
targets set by the Committee at the time of grant.

            5.3 Exercise Procedure. Options shall be exercisable by written
notice to the Company (to the attention of the Company's Secretary) accompanied
by payment in full of the applicable exercise price. Payment of such exercise
price may be (i) in cash (including check, bank draft or money order), (ii)
other shares of Common Stock which (x) in the case of shares acquired upon
exercise of an Option have been owned by the Participant for more than six
months on the date of surrender, and (y) have a Fair Market Value on the date of
surrender equal to the aggregate exercise price of the shares as to which said
Option shall be exercised, (iii) delivery of a properly executed exercise notice
together with such other documentation as the Committee and the broker, if
applicable, shall require to effect an exercise of the Option and delivery to
the Company of the sale or loan proceeds required to pay the exercise price, or
(iv) a combination of the foregoing.

            5.4 Conditions and Limitations on Exercise. At the discretion of the
Committee, as a condition to the receipt of Options hereunder, each Participant
may be required to execute and deliver to the Company a counterpart of, or
otherwise agree to be bound by the terms of, the Stockholders Agreement. In the
event of a Sale of the Company, the Committee may provide, in its discretion,
that the vested portion of outstanding Options shall become immediately
exercisable and that such Options shall terminate if not exercised as of the
date of the Sale of the Company or any other designated date or that such
Options shall thereafter represent only the right to receive the excess of the
consideration per share of Common Stock offered in such Sale of the Company over
the exercise price of such Options. The Committee may provide in connection with
the issuance of an Option for the Company's ability to repurchase, in connection
with termination of a Participant's employment with the Company, any or all (but
not less than all, unless the Participant consents) shares of Common Stock
acquired upon exercise of such Options, and/or for the Company's right of first
refusal with respect to such shares.

            5.5   Expiration of Options.

                  (a) Normal Expiration. In no event shall any part of any
Option be exercisable after the stated date of expiration thereof.

                  (b) Early Expiration Upon Termination of Employment or
Consulting Relationship. Except as otherwise provided by the Committee at the
time of grant of such Options, upon termination for any reason (subject to the
proviso of this sentence) of a Participant's employment or consulting
relationship by the Company and its Subsidiaries, all unvested Options or
portions thereof held by such Participant shall expire and be forfeited as of
such date and all vested Options held by such Participant shall expire to the
extent not theretofore exercised for a period of thirty (30) days (or such
longer period not to exceed a period of three (3) months as shall be determined
appropriate by the Committee at the time of grant) after the date of such
termination; provided, if such termination was caused by the death or disability
of the Participant (in the case of a disability, whether or not such disability
is a "disability" as such term is defined in Section 22(e)(3)


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of the Code), all vested Options held by such Participant shall expire to the
extent not theretofore exercised one year after the date of such termination. In
the event that an incentive stock option is exercised more than three months
following termination of a Participant's employment, it shall be treated as a
nonqualified stock option, unless such termination of employment was due to the
Participant's death or "disability" (as defined in Section 22(e)(3) of the
Code).

                                  ARTICLE VI

                              GENERAL PROVISIONS

            6.1 Written Agreement. The grant of each Option hereunder shall be
embodied in a written option agreement which shall be signed by the Participant
to whom the Option is granted and shall be subject to the terms and conditions
set forth herein and therein.

            6.2 Listing, Registration and Legal Compliance. If at any time the
Committee determines, in its discretion, that the listing, registration or
qualification of the shares subject to Options upon any securities exchange or
under any state or federal securities or other law or regulation, or the consent
or approval of any governmental regulatory body, is necessary as a condition to
or in connection with the granting of Options or the purchase or issuance of
shares thereunder, no Options may be granted or exercised, in whole or in part,
unless such listing, registration, qualification, consent or approval shall have
been effected or obtained free of any conditions not acceptable to the
Committee. The holders of such Options will supply the Company with such
certificates, representations and information as the Company shall request and
shall otherwise cooperate with the Company in obtaining such listing,
registration, qualification, consent or approval. In the case of officers and
other persons subject to Section 16(b) of the Securities Exchange Act of 1934,
as amended, the Committee may at any time impose any limitations upon the
exercise of Options that, in the Committee's discretion, are necessary in order
to comply with such Section 16(b) and the rules and regulations thereunder. If
the Company, as part of an offering of securities or otherwise, finds it
necessary because of federal or state regulatory requirements to reduce the
period during which any Options may be exercised, the Committee may, in its
discretion and without the Participant's consent, so reduce such period on not
less than 15 days' written notice to the holders thereof.

            6.3 Options Not Transferable. Options may not be transferred other
than by will or the laws of descent and distribution and, during the lifetime of
the Participant to whom they were granted, may be exercised only by such
Participant (or his or her legal guardian or legal representative). In the event
of the death of a Participant, exercise of Options granted hereunder to such
Participant may be made only by the executor or administrator of such
Participant's estate or the person or persons to whom such Participant's rights
under the Options will pass by will or the laws of descent and distribution.

            6.4 Withholding of Taxes. The Company may, if necessary or
desirable, withhold from any amounts due and payable by the Company to any
Participant (or secure payment from such Participant in lieu of withholding) the
amount of any withholding or other tax due from the


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Company with respect to any issuance or exercise of Options granted under the
Plan to such Participant, and the Company may defer such issuance or exercise
unless indemnified to its satisfaction against the payment of any such amount.

            6.5 Adjustments. In the event of a reorganization, recapitalization,
stock dividend or stock split, or combination or other change in the shares of
Common Stock, the Board or the Committee shall, in order to prevent the dilution
or enlargement of rights under outstanding Options, make such adjustments in the
number and type of shares authorized by the Plan, the number and type of shares
covered by outstanding Options and the exercise prices specified therein as may
be determined to be appropriate and equitable.

            6.6 Rights of Participation. Nothing in the Plan shall interfere
with or limit in any way the right of the Company or any Subsidiary to terminate
any Participant's employment or affiliation at any time (with or without cause),
or confer upon any Participant any right to continue in the employ of or to be
affiliated with the Company or any Subsidiary for any period of time or to
continue to receive such Participant's current (or other) rate of compensation.
No employee shall have a right to be selected as a Participant or, having been
so selected, to be selected again as a Participant. A Participant shall have no
rights as a stockholder with respect to any shares covered by Options until such
Participant becomes the record holder thereof.

            6.7 Amendment, Suspension and Termination of Plan. The Committee may
suspend or terminate the Plan or any portion thereof at any time and may amend
it from time to time in such respects as the Committee may deem advisable;
provided, however, that no such amendment shall be made without stockholder
approval to the extent such approval is required by law, agreement or the rules
of any exchange upon which the Common Stock is listed, and no such amendment,
suspension or termination shall impair the rights of Participants under
outstanding Options without the consent of the Participants affected thereby,
except as provided below. No Options shall be granted hereunder after the tenth
anniversary of the effective date of this Amendment and Restatement.

            6.8 Amendment of Outstanding Options. The Committee may amend or
modify any Option in any manner to the extent that the Committee would have had
the authority under the Plan initially to grant such Option; provided that,
except as expressly contemplated herein or in any agreement evidencing such
Option, no such amendment or modification shall impair the rights of any
Participant under any outstanding Option without the consent of such
Participant.

            6.9 Indemnification. In addition to such other rights of
indemnification as they may have as members of the Board or the Committee, the
members of the Committee shall be indemnified by the Company against all costs
and expenses reasonably incurred by them in connection with any action, suit or
proceeding to which they or any of them may be party by reason of any action
taken or failure to act under or in connection with the Plan or any Option
granted under the Plan, and against all amounts paid by them in settlement
thereof (provided such settlement is approved by independent legal counsel
selected by the Company) or paid by them in satisfaction of a judgment in any
such action, suit or proceeding; provided, however, that any such Committee


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member shall be entitled to the indemnification rights set forth in this
paragraph 6.9 only if such member has acted in good faith and in a manner that
such member reasonably believed to be in or not opposed to the best interests of
the Company and, with respect to any criminal action or proceeding, had no
reasonable cause to believe that such conduct was unlawful, and further provided
that upon the institution of any such action, suit or proceeding a Committee
member shall give the Company written notice thereof and an opportunity to
handle and defend the same before such Committee member undertakes to handle and
defend it on his or her own behalf.

            6.10 Annual Financial Statements. The Company shall provide any
Participant with a copy of the Company's annual financial statements for any
fiscal year of the Company (after such financial statements have been prepared)
if, as of the end of such fiscal year, any portion of the Participant's Options
or any shares issued upon exercise thereof, are outstanding.


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