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                                                                    Exhibit 10.6

                        NATIONAL FINANCIAL PARTNERS CORP.
              2002 STOCK INCENTIVE PLAN FOR PRINCIPALS AND MANAGERS

SECTION 1. Purpose; Definitions

          The purpose of this Stock Incentive Plan is to give National Financial
Partners Corp. and any Related Entity a competitive advantage in attracting,
retaining and motivating Managers and Principals employed by a Management
Company pursuant to a Management Agreement (each as defined below), and to
provide the Company and its Related Entities with a stock plan providing
incentives linked to the financial results of the businesses of the Company and
its Subsidiaries.

          For purposes of the Plan, the following terms are defined as set forth
below:

          "Applicable Laws" means the legal requirements relating to the
administration of stock incentive plans, if any, under applicable provisions of
federal securities laws, state corporate and securities laws, the Code, the
rules of any applicable stock exchange or national market system, and the rules
of any foreign jurisdiction applicable to Awards granted to residents therein.

          "Award" means a Stock Appreciation Right, Stock Option, Restricted
Stock or Performance Unit award.

          "Award Agreement" means a Restricted Stock Agreement, Option
Agreement, Stock Appreciation Right Agreement or Performance Unit Agreement. An
Award Agreement may include provisions included in a management or other
agreement providing for the performance or provision of professional services.

          "Award Cycle" means the period of consecutive fiscal years or portions
thereof designated by the Committee over which Performance Units are to be
earned.

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

          "Code" means the Internal Revenue Code of 1986, as amended from time
to time, and any successor thereto.

          "Committee" means such committee of the Board as the Board may
designate for the purpose of administering the Plan.

          "Common Stock" means the common stock, par value $0.01 per share, of
the Company.

          "Company" means National Financial Partners Corp., a Delaware
corporation.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, and any successor thereto.

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          "Fair Market Value" of the Common Stock means, as of any given date,
the mean between the highest and lowest reported sales prices of the Common
Stock on the New York Stock Exchange or, if not listed on such exchange, on any
other national securities exchange on which the Common Stock is listed or, if
not so listed, on the NASDAQ National Market on the last preceding date on which
there was a sale of Common Stock on such exchange or the NASDAQ National Market.
If the Common Stock is not then listed on any exchange or the NASDAQ National
Market, the Board in good faith shall determine the Fair Market Value of the
Common Stock.

          "Family Member" means any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law,
sister-in-law, including adoptive relationships, any person sharing the
grantee's household (other than a tenant or Employee), a trust in which these
persons have more than fifty percent of the beneficial interest, a foundation in
which these persons (or the grantee) control the management of assets, and any
other entity in which these persons (or the grantee) own more than fifty percent
of the voting interests.

          "Grant Date" means the effective date of grant of any Award as set
forth in the Award Agreement.

          "IPO" means the consummation of a registered underwritten public
offering or offerings of Common Stock with aggregate net proceeds to the Company
and any selling stockholder of at least $50 million.

          "Management Agreement" means an agreement between the Company or a
Related Entity and either a Manager or a Management Company pursuant to which
the Manager or the Principals of such Management Company, as the case may be,
will manage the business of a Subsidiary of the Company or a Related Entity.

          "Management Company" means an entity which has entered into a
Management Agreement with the Company or a Related Entity pursuant to which the
Principals of such entity will manage the business that is the subject of such
Management Agreement.

          "Manager" means an individual who has entered into a Management
Agreement with the Company or a Related Entity pursuant to which such individual
will manage the business that is the subject of the underlying Management
Agreement.

          "Nonqualified Stock Option" means any Stock Option granted pursuant to
this Plan.

          "Option Agreement" means an agreement setting forth the terms and
conditions of an Award of Stock Options and, if applicable, Stock Appreciation
Rights.

          "Parent" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.

          "Participant" has the meaning set forth in Section 4.

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          "Performance Goals" means the performance goals established by the
Committee in connection with the grant of a Performance Unit.

          "Performance Unit" means an Award granted under Section 8.

          "Performance Unit Agreement" means an agreement setting forth the
terms and conditions of an Award of Performance Units.

          "Person" means an individual, corporation, partnership, limited
liability company, joint venture, trust, unincorporated organization, government
(or any department or agency thereof) or other entity.

          "Plan" means the National Financial Partners Corp. 2002 Stock
Incentive Plan for Principals and Managers, as set forth herein and as
hereinafter amended from time to time.

          "Plan Shares" has the meaning set forth in Section 11(b).

          "Principal" shall mean any individual or entity that owns, has or will
have, directly or indirectly, any voting or economic interest in a Management
Company that is party to a Management Agreement.

          "Related Entity" means any Parent, Subsidiary and any business,
corporation, limited liability company or other entity in which the Company, a
Parent or a Subsidiary holds a substantial ownership interest, directly or
indirectly.

          "Restricted Stock" means an Award granted under Section 7.

          "Restricted Stock Agreement" means an agreement setting forth the
terms and conditions of an Award of Restricted Stock.

          "SEC" means the Securities and Exchange Commission or any successor
agency.

          "Securities Act" means the Securities Act of 1933, as amended from
time to time, and any successor thereto.

          "Share" means a share of Common Stock.

          "Stock Appreciation Right" means a right granted under Section 6.

          "Stock Appreciation Right Agreement" means an agreement setting forth
the terms and conditions of an Award of Stock Appreciation Rights.

          "Stock Option" means an option granted under Section 5.

          "Stockholders Agreement" has the meaning as set forth in Section
11(a).

          "Subsidiary" means a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.

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          In addition, certain other terms used herein have definitions
otherwise ascribed to them herein.

SECTION 2. Administration of the Plan

          a) Plan Administrator. The Plan shall be administered by the
Committee, or, if no Committee has been designated or appointed, by the Board
(in which case all references herein to the Committee shall include the Board).

          b) Powers of the Committee. Subject to Applicable Laws and the
provisions of the Plan (including any other powers given to the Committee
hereunder), and except as otherwise provided by the Board, the Committee shall
have the authority, in its discretion, to:

               i) select the Participants to whom Awards may from time to time
     be granted;

               ii) determine whether and to what extent awards of Nonqualified
     Stock Options, Stock Appreciation Rights, Restricted Stock and Performance
     Units or any combination thereof are to be granted hereunder;

               iii) determine the number of shares of Common Stock to be covered
     by each Award granted hereunder;

               iv) determine the terms and conditions of any Award granted
     hereunder (including, but not limited to, the option price (subject to
     Section 5(a)), any vesting conditions, restrictions or limitations (which
     may be related to the performance of the Participant, the Company or any
     Related Entity)) and any acceleration of vesting or waiver of forfeiture
     regarding any Award and the shares of Common Stock relating thereto, based
     on such factors as the Committee shall determine;

               v) modify, amend or adjust the terms and conditions of any Award,
     at any time or from time to time including, but not limited to, Performance
     Goals;

               vi) determine to what extent and under what circumstances Common
     Stock and other amounts payable with respect to an Award shall be deferred;

               vii) determine under what circumstances an Award may be settled
     in cash or Common Stock under Section 5(g), 6(b), 6(d)(ii) or 8(b)(v);

               viii) adopt, alter and repeal such administrative rules,
     guidelines and practices governing the Plan as it shall from time to time
     deem advisable;

               ix) interpret the terms and provisions of the Plan and any Award
     issued under the Plan (and any agreement relating thereto); and

               x) otherwise supervise the administration of the Plan.

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          c) Committee Procedures. The Committee may act only by a majority of
its members then in office, except that the members thereof may authorize any
one or more of their number or any executive officer of the Company to execute
and deliver documents on behalf of the Committee. Once appointed, such Committee
shall continue to serve in its designated capacity until otherwise directed by
the Board. The Board may authorize one or more executive officers of the Company
to grant Awards subject to such limitations as the Board determines from time to
time. However, grants by an executive officer shall be subject to ratification
by the Board and will not be effective until the date of such ratification.

          Any dispute or disagreement which may arise under, or as a result of,
or in any way relate to, the interpretation, construction or application of the
Plan or an Award (or related Award Agreement) granted hereunder shall be
determined by the Committee. Any determination made by the Committee pursuant to
the provisions of the Plan with respect to the Plan, any Award or Award
Agreement shall be made in the sole discretion of the Committee and, with
respect to an Award, at the time of the grant of the Award or, unless in
contravention of any express term of the Plan, at any time thereafter. All
decisions made by the Committee shall be final and binding on all persons,
including the Company, any Related Entity and the Participants.

SECTION 3. Common Stock Subject to Plan and Adjustments to Capitalization

          a) Stock Subject to Plan. The total number of shares of Common Stock
reserved and available for grant under the Plan shall be 30 million. Shares
subject to an Award under the Plan may be authorized and unissued shares or may
be treasury shares.

          Any shares of Common Stock covered by an Award (or portion of an
Award) which is forfeited or canceled, expires or is settled in cash, shall be
deemed not to have been issued for purposes of determining the maximum aggregate
number of Plan Shares which may be issued under the Plan. Shares that actually
have been issued under the Plan pursuant to an Award shall not be returned to
the Plan and shall not become available for future issuance under the Plan,
except that if unvested Plan Shares are forfeited, or repurchased by the Company
at their original purchase price, such Plan Shares shall become available for
future grant under the Plan.

          b) Adjustments Upon Changes in Capitalization. Subject to any required
action by the stockholders of the Company, the number of shares of Common Stock
covered by each outstanding Award, and the number of Plan Shares which have been
authorized for issuance under the Plan but as to which no Awards have yet been
granted or which have been returned to the Plan, the exercise or purchase price
of each such outstanding Award, as well as any other terms that the Committee
determines require adjustment shall be proportionately adjusted for (i) any
increase or decrease in the number of issued Shares resulting from a stock
split, reverse stock split, stock dividend, combination or reclassification of
the Shares, or similar transaction affecting the Shares, (ii) any other increase
or decrease in the number of issued Shares effected without receipt of
consideration by the Company, or (iii) as the Committee may determine in its
discretion, any other transaction with respect to Common Stock to which Section
424(a) of the Code applies or a similar transaction; provided, however that
conversion of any convertible securities of the Company shall not be deemed to
have been "effected without receipt of consideration." The Committee shall make
such adjustment and its determination shall be final,

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binding and conclusive. Except as the Committee determines, no issuance by the
Company of shares of stock of any class, or securities convertible into shares
of stock of any class, shall affect, and no adjustment by reason hereof shall be
made with respect to, the number or price of Shares subject to an Award.

SECTION 4. Participants

          The Participants of this Plan shall be (i) the Principals of a
Management Company which has entered into a Management Agreement, (ii) Managers
who have entered into a Management Agreement, in each case, with either the
Company or a Related Entity or (iii) any Person designated by either (i) or (ii)
with the prior written consent of the Committee.

SECTION 5. Stock Options

          The Committee shall have the authority to grant any Participant Stock
Options with or without Stock Appreciation Rights.

          Stock Options shall be evidenced by Option Agreements, which shall
include such terms and provisions as the Committee may determine from time to
time. The grant of a Stock Option shall occur on the date the Committee by
resolution selects an individual to receive a grant of a Stock Option,
determines the number of shares of Common Stock to be subject to such Stock
Option to be granted to such individual and specifies the terms and provisions
of the Stock Option, or on such other date as the Committee may determine. The
Company shall notify a Participant of any grant of a Stock Option, and a written
Option Agreement shall be duly executed and delivered by the Company to such
Participant. Subject to Section 11(a), such agreement shall become effective
upon execution by the Company and the Participant.

          Stock Options shall be subject to the following terms and conditions
and shall contain such additional terms and conditions as the Committee shall
deem desirable:

          a) Exercise Price. The price per share of Common Stock purchasable
under a Stock Option shall be determined by the Committee and set forth in the
Option Agreement (the "Exercise Price").

          b) Option Term. The Committee shall fix the term of each Stock Option;
provided, that, no Stock Option shall be exercisable more than ten years after
the date the Stock Option is granted. Absent any such term being fixed by the
Committee, pursuant to an Option Agreement or otherwise, such term shall be ten
years.

          c) Exercisability. Except as otherwise provided herein, Stock Options
shall be exercisable at such time or times and subject to such terms and
conditions as shall be determined by the Committee. If the Committee provides
that any Stock Option is exercisable only in installments, the Committee may at
any time waive such installment exercise provisions, in whole or in part, based
on such factors as the Committee may determine. In addition, the Committee may
at any time accelerate the exercisability of any Stock Option.

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          d) Method of Exercise. Subject to the provisions of this Section 5,
vested Stock Options may be exercised, in whole or in part, at any time during
the option term by giving written notice of exercise to the Company in
accordance with the terms of the Award Agreement, which terms include specifying
the number of shares of Common Stock subject to the Stock Option to be
purchased.

          Such notice shall be accompanied by payment in full of the Exercise
Price per share by certified or bank check or such other instrument as the
Company may accept. If approved by the Committee, payment, in full or in part,
may also be made in the form of unrestricted Common Stock already owned by the
Participant of the same class as the Common Stock subject to the Stock Option
(based on the Fair Market Value of the Common Stock on the date the Stock Option
is exercised); provided, however, that in all instances the portion of
consideration equal to the par value of shares of Common Stock purchased must be
paid in cash or other legal consideration permitted by the Delaware General
Corporation Law.

          In the discretion of the Committee, after an IPO, payment for any
shares subject to a Stock Option may also be made by delivering a properly
executed exercise notice to the Company, together with a copy of irrevocable
instructions to a Company-designated brokerage firm to effect the immediate sale
of such options and remit to the Company, out of the proceeds available on the
settlement date, sufficient funds to cover the aggregate exercise price payable
for the purchased shares of Common Stock as well as the amount of any federal,
state, local or foreign withholding taxes.

          In addition, in the discretion of the Committee, payment of the
Exercise Price for any shares subject to a Stock Option may also be made in
accordance with such other payment methods as may be permitted by the Committee
in its sole discretion.

          No shares of Common Stock shall be issued until full payment therefor
has been made. Except as otherwise provided in the Stockholders Agreement or the
applicable Option Agreement, subject to a Participant's compliance with Section
11(a) hereof, a Participant shall have all of the rights of a stockholder of the
Company holding the class or series of Common Stock that is subject to such
Stock Option (including, if applicable, the right to vote the shares and the
right to receive dividends and distributions), when the Participant has given
written notice of exercise, has paid in full for such shares and, if requested,
has given the representations referred to in Section 11(c).

          e) Nontransferability of Stock Option and Plan Shares. No Stock Option
shall be transferable by the Participant other than (i) by will or by the laws
of descent and distribution or (ii) in the case of a Stock Option, as otherwise
expressly permitted under the applicable Option Agreement including, if so
permitted, pursuant to a qualified domestic relations order (as defined in the
Code) or pursuant to a gift to such Participant's Family Member, whether
directly or indirectly or by means of a trust, partnership, limited liability
company or otherwise. All Stock Options shall be exercisable, subject to the
terms of this Plan, during the Participant's lifetime, only by the Participant
or any person to whom such Stock Option is transferred pursuant to the preceding
sentence, including such Participant's guardian, legal representative and other
transferee. The term "Participant" includes the estate of the Participant

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or the legal representative of the Participant named in the Option Agreement and
any person to whom an Option is otherwise transferred in accordance with this
Section 5(e) by will or the laws of descent and distribution. If the Committee
determines that the Grantee has transferred his/her Stock Options or Plan Shares
in violation of such Grantee's Stock Option Agreement, the Stockholders
Agreement, or the Plan, the Committee may, in its sole discretion, require such
Grantee to forfeit all rights relating to such improperly transferred Stock
Options and Plan Shares.

          f) Death/Disability. Except as otherwise provided by the Committee or
in the applicable Option Agreement, upon the Participant's death or Disability,
the Participant shall have one year to exercise Stock Options that are vested as
of the date of such death or Disability.

          Any vested Stock Options not exercised within the permissible period
of time shall be deemed forfeited by the Participant. Notwithstanding the
foregoing, the Participant shall not be permitted to exercise any Stock Option
at a time beyond the initial option term.

          g) Cashing Out of Stock Option. On receipt of written notice of
exercise, the Committee may elect to cash out all or any portion of the shares
of Common Stock for which a Stock Option is being exercised by paying the
Participant an amount, in cash, equal to the excess of the Fair Market Value of
one share of Common Stock over the Exercise Price per share times the number of
shares of Common Stock for which the Option is being exercised on the effective
date of such cash out.

SECTION 6. Stock Appreciation Rights

          a) Grant and Exercise. Stock Appreciation Rights may be granted alone
or in conjunction with all or part of a Stock Option granted under the Plan and
may be granted either at or after the time of grant of such Stock Option. A
Stock Appreciation Right shall terminate and no longer be exercisable upon the
termination or exercise of the related Stock Option. The terms and conditions of
a Stock Appreciation Right shall be set forth in the Option Agreement for the
related Stock Option or an amendment thereto.

          b) Freestanding Stock Appreciation Rights. A Stock Appreciation Right
granted without relationship to a Stock Option, pursuant to Section 6(a), shall
be exercisable as determined by the Committee, but in no event after ten years
from the date of grant. Any such Award shall be in such form and shall have such
terms and conditions as the Committee may determine; provided that, the base
price of a freestanding Stock Appreciation Right shall be determined by the
Committee in its sole discretion. A freestanding Stock Appreciation Right shall
entitle the holder, upon receipt of such right, to an amount, in cash, shares of
Common Stock or both, with the Committee having the right to determine the form
of payment, determined by multiplying (i) the excess of the Fair Market Value of
a share of Common Stock on the date of exercise of the Stock Appreciation Right
over the base price of the Stock Appreciation Right, by (ii) the number of
shares of Common Stock as to which such Stock Appreciation Right shall have been
exercised. A freestanding Stock Appreciation Right may be exercised by giving
written notice of exercise to the Company or its designated agent specifying the
number of shares of Common Stock as to which such Stock Appreciation Right is
being

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exercised. Except as otherwise provided by the Committee or as set forth in the
Participant's Stock Appreciation Right Agreement, upon the Participant's death,
the Participant shall forfeit all freestanding Stock Appreciation Rights.
Subject to the provisions of the Plan and the Stock Appreciation Right Agreement
pursuant to which an award is granted, freestanding Stock Appreciation Rights
may not be sold, assigned, transferred, pledged or otherwise encumbered.

          c) Tandem Stock Appreciation Rights. A Stock Appreciation Right may be
exercised by a Participant in accordance with Section 6(d) by surrendering the
applicable portion of the related Stock Option in accordance with procedures
established by the Committee. Upon such exercise and surrender, the Participant
shall be entitled to receive an amount determined in the manner prescribed in
Section 6(d). Stock Options, which have been so surrendered, shall no longer be
exercisable to the extent the related Stock Appreciation Rights have been
exercised. A Stock Appreciation Right shall terminate and no longer be
exercisable upon the termination or exercise of the related Stock Option.

          d) Tandem Stock Appreciation Rights Terms and Conditions. Stock
Appreciation Rights shall be subject to such terms and conditions as shall be
determined by the Committee, including the following:

               (i) Stock Appreciation Rights shall be exercisable only at such
          time or times and to the extent that the Stock Options to which they
          relate are exercisable in accordance with the provisions of Section 5
          and this Section 6;

               (ii) upon the exercise of a Stock Appreciation Right, a
          Participant shall be entitled to receive an amount equal to the
          product of (a) the excess of the Fair Market Value of one share of
          Common Stock on the date of exercise over the Exercise Price per share
          specified in the related Stock Option and (b) the number of shares in
          respect of which the Stock Appreciation Right shall have been
          exercised. Such amount may be paid in cash, shares of Common Stock or
          both, which form shall solely be determined at the discretion of the
          Committee;

               (iii) Stock Appreciation Rights shall be transferable only with
          the related Stock Option in accordance with Section 5(e); and

               (iv) upon the exercise of a Stock Appreciation Right (other than
          an exercise for cash), the Stock Option or part thereof to which such
          Stock Appreciation Right is related shall be deemed to have been
          exercised for the purpose of the limitation set forth in Section 3 on
          the total number of shares of Common Stock to be issued under the
          Plan, but only to the extent of the number of shares covered by the
          Stock Appreciation Right at the time of exercise.

SECTION 7. Restricted Stock

          The Committee shall determine the Participants to whom and the time or
times at which grants of Restricted Stock will be awarded, the number of shares
to be awarded to any Participant, the conditions for vesting, the time or times
within which such Awards may be

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subject to forfeiture and restrictions on transfer and any other terms and
conditions of the Awards (including provisions (i) relating to placing legends
on certificates representing shares of Restricted Stock, (ii) permitting the
Company to require that shares of Restricted Stock be held in custody by the
Company with a stock power from the owner thereof until restrictions lapse and
(iii) relating to any rights to purchase the Restricted Stock on the part of the
Company and any Related Entity), in addition to those contained in the
Stockholders Agreement. The terms and conditions of Restricted Stock Awards
shall be set forth in a Restricted Stock Agreement, which shall include such
terms and provisions as the Committee may determine from time to time. Except as
provided in this Section 7, the Restricted Stock Agreement, the Stockholders
Agreement and any other relevant agreements, the Participant shall have, with
respect to the shares of Restricted Stock, all of the rights of a stockholder of
the Company holding the class or series of Common Stock that is the subject of
the Restricted Stock Award, including, if applicable, the right to vote the
shares and, subject to the following sentence, the right to receive any cash
dividends or distributions (but, subject to the third paragraph of Section 3,
not the right to receive non-cash dividends or distributions). If so determined
by the Committee in the applicable Restricted Stock Agreement, cash dividends
and distributions on the class or series of Common Stock that is the subject of
the Restricted Stock Award shall be automatically deferred and reinvested in
additional Restricted Stock, held subject meeting conditions applicable only to
dividends and distributions.

SECTION 8. Performance Units

          a) Administration. Performance Units may be awarded either alone or in
addition to other Awards granted under the Plan. The Committee shall determine
the Participants to whom and the time or times at which Performance Units shall
be awarded, the number of Performance Units to be awarded to any Participant,
the duration of the Award Cycle and any other terms and conditions of the Award,
in addition to those contained in Section 8(b).

          b) Terms and Conditions. Performance Unit Awards shall be subject to
the following terms and conditions:

               (i) The Committee may, prior to or at the time of the grant,
          condition the settlement of Performance Units upon the attainment of
          Performance Goals. The Committee may also condition the settlement
          thereof upon the continued service of the Participant. The provisions
          of such Awards (including without limitation any applicable
          Performance Goals) need not be the same with respect to each
          recipient. Subject to the provisions of the Plan and the Performance
          Unit Agreement referred to in Section 8(b)(vi), Performance Units may
          not be sold, assigned, transferred, pledged or otherwise encumbered
          during the Award Cycle.

               (ii) Except to the extent otherwise provided in the applicable
          Performance Unit Agreement or Section 8(b)(iii), if the Performance
          Goals are not satisfied within the Award Cycle, all rights to receive
          cash or stock in settlement of the Performance Units shall be
          forfeited by the Participant.

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               (iii) In the event of the death of a Participant, the Committee
          shall have the discretion to waive, in whole or in part, any or all
          remaining payment limitations with respect to any or all of such
          Participant's Performance Units.

               (iv) A Participant may elect to further defer receipt of cash or
          shares in settlement of Performance Units for a specified period or
          until a specified event, subject in each case to the Committee's
          approval and to such terms as are determined by the Committee (the
          "Elective Deferral Period"). Subject to any exceptions adopted by the
          Committee, such election must generally be made prior to commencement
          of the Award Cycle for the Performance Units in question.

               (v) At the expiration of the Award Cycle, the Committee shall
          evaluate the Company's performance in light of any Performance Goals
          for such Award, and shall determine the number of Performance Units
          granted to the Participant which have been earned, and the Committee
          shall then cause to be delivered (A) a number of shares of Common
          Stock equal to the number of Performance Units determined by the
          Committee to have been earned, or (B) cash equal to the Fair Market
          Value of such number of shares of Common Stock to the Participant, as
          the Committee shall elect (subject to any deferral pursuant to Section
          8(b)(iv)).

               (vi) Each Award shall be confirmed by, and be subject to, the
          terms of a Performance Unit Agreement.

SECTION 9. Term, Amendment and Termination

          The Plan will continue in effect for a term of ten years after the
effective date of the Plan unless sooner terminated. Awards outstanding as of
such date shall not be affected or impaired by the termination of the Plan.

          The Board may amend, alter or discontinue the Plan, prospectively or
retroactively, but no amendment, alteration or discontinuation shall be made
which would materially impair the rights of any Participant under an Award
theretofore granted without the Participant's consent.

          The Committee may amend the terms of any Award theretofore granted,
prospectively or retroactively, but no such amendment shall be made which would
materially impair the rights of any Participant thereunder without the
Participant's consent.

SECTION 10. Unfunded Status of Plan

          It is presently intended that the Plan constitute an "unfunded" plan
for incentive and deferred compensation. The Committee may authorize the
creation of trusts or other arrangements to meet the obligations created under
the Plan to deliver Common Stock or make payments; provided, however, that
unless the Committee otherwise determines, the existence of such trusts or other
arrangements is consistent with the "unfunded" status of the Plan.

SECTION 11. General Provisions

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          a) Stockholders Agreement. Notwithstanding anything in this Plan to
the contrary, unless the Committee determines otherwise, it shall be a condition
to receiving any Award under the Plan or transferring any Option in accordance
with Section 5(e) or any other transfer permitted under the terms of an Award
Agreement or otherwise, that a Participant (or transferee in the case of such
transfer) shall become a party to the Stockholders Agreement, dated as of
October 27, 1998, among the Company and certain stockholders of the Company, as
such agreement may be amended and/or restated from time to time (the
"Stockholders Agreement"), and such Participant (or transferee in the case of
such transfer) shall become a "Management Investor" thereunder (or such
transferee shall become a "Permitted Transferee" of a "Management Investor"
thereunder).

          b) Awards and Certificates. Shares of Restricted Stock and shares of
Common Stock issuable upon the exercise of a Stock Option, Stock Appreciation
Right or Performance Unit (together, "Plan Shares") shall be evidenced in such
manner as the Committee may deem appropriate, including book-entry registration
or issuance of one or more stock certificates. Any certificate issued in respect
of Plan Shares shall be registered in the name of such Participant and shall
bear appropriate legends referring to the terms, conditions, and restrictions
applicable to such Award, substantially in the following form:

          "The transferability of this certificate and the shares of stock
          represented hereby are subject to the terms, conditions and
          restrictions (including forfeiture) of the National Financial Partners
          Corp. 2002 Stock Incentive Plan for Principals and Managers and a
          Restricted Stock Agreement and/or an Option Agreement, as the case may
          be, between the issuer and the registered holder hereof. Copies of
          such Plan and Agreement are on file at the offices of National
          Financial Partners Corp., 787 7th Avenue, 49th Floor, New York, New
          York 10019."

          "The securities represented by this certificate have not been
          registered under the Securities Act of 1933, as amended, or under the
          securities laws of any state, and may not be sold or otherwise
          disposed of except pursuant to an effective registration statement
          under said Act and applicable state securities laws or an applicable
          exemption to the registration requirements of such Act and laws."

Such Plan Shares may bear other legends to the extent the Committee or the Board
determines it to be necessary or appropriate, including any required by the
Stockholders Agreement or pursuant to any applicable Award Agreement.

          The Committee may require that any certificates evidencing Plan Shares
be held in custody by the Company until the restrictions thereon shall have
lapsed and that the Participant deliver a stock power, endorsed in blank,
relating to the Plan Shares.

          c) Representations and Warranties. The Committee may require each
person purchasing or receiving Plan Shares to (i) represent to and agree with
the Company in writing

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that such person is acquiring the shares without a view to the distribution
thereof and (ii) make any other representations and warranties that the
Committee deems appropriate.

          d) Additional Compensation. Nothing contained in the Plan shall
prevent the Company or a Related Entity from adopting other or additional
compensation arrangements for the Principals.

          e) No Right of Continued Service. Adoption of the Plan or grant of any
Award shall not confer upon any Participant any right to additional rights or
privileges under a Management Agreement, nor shall it interfere in any way with
the right of the Company or any Related Entity thereof to terminate a Management
Agreement.

          f) Withholding Taxes. No later than the date as of which an amount
first becomes includible in the gross income of a Participant for federal income
tax purposes with respect to any Award under the Plan, such Participant shall
pay to the Company or, if appropriate, any Related Entity, or make arrangements
satisfactory to the Committee regarding the payment of, any federal, state,
local or foreign taxes of any kind required by law to be withheld with respect
to such amount. If approved by the Committee, withholding obligations may be
settled with Common Stock, including Common Stock that is part of the Award that
gives rise to the withholding requirement. The obligations of the Company under
the Plan shall be conditional on such payment or arrangements, and the Company
and any Related Entity shall, to the extent permitted by law, have the right to
deduct any such taxes from any payment otherwise due to the Participant,
including fees due and owing under a Management Agreement. The Committee may
establish such procedures, as it deems appropriate, including making irrevocable
elections, for the settlement of withholding obligations with Common Stock.

          g) Beneficiaries. The Committee shall establish such procedures as it
deems appropriate for a Participant to designate a beneficiary to whom any
amounts payable in the event of the Participant's death are to be paid or by
whom any rights of the Participant, after the Participant's death, may be
exercised.

          h) Governing Law. Except to the extent that provisions of the Plan are
governed by applicable provisions of the Code or other substantive provisions of
Federal law, the Plan and all Awards made and actions taken thereunder shall be
governed by and construed and enforced in accordance with the laws of the State
of Delaware without regard to the principles of conflicts of law thereof.

          i) Compliance with Laws. If any Applicable Law shall require the
Company or a Participant seeking to exercise Stock Options or Stock Appreciation
Rights to take any action with respect to the Plan Shares to be issued upon the
exercise of Stock Options or Stock Appreciation Rights then the date upon which
the Company shall issue or cause to be issued the certificate or certificates
for the Plan Shares shall be postponed until full compliance has been made with
all such requirements of law or regulation; provided, that the Company shall use
its reasonable efforts to take all necessary action to comply with such
requirements of law or regulation. Moreover, in the event that the Company shall
determine that, in compliance with the Securities Act or other applicable
statutes or regulations, it is necessary to register any of the Plan

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Shares with respect to which an exercise of a Stock Option or Stock Appreciation
Right has been made, or to qualify any such Plan Shares for exemption from any
of the requirements of the Securities Act or any other applicable statute or
regulation, no Stock Options or Stock Appreciation Rights may be exercised and
no Plan Shares shall be issued to the exercising Participant until the required
action has been completed; provided, that the Company shall use its reasonable
efforts to take all necessary action to comply with such requirements of law or
regulation. Notwithstanding anything to the contrary contained herein, neither
the Board nor the members of the Committee owes a fiduciary duty to any
Participant in his or her capacity as such.

SECTION 12. Effective Date of Plan

          The Plan shall be effective as of the date it is approved by the
Board.

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