Exhibit
      4.3

    


    NU
      HORIZONS ELECTRONICS CORP.

    2002
      KEY EMPLOYEE STOCK INCENTIVE PLAN, AS AMENDED

    


    SECTION
      1. GENERAL
      PROVISIONS

    


    
      	
              1.1.

            	
              Name
                and General Purpose

            


    

    


    The
      name
      of this plan is the Nu Horizons Electronics Corp. 2002 Key Employee Stock
      Incentive Plan (hereinafter called the "Plan"). The Plan is intended to be
      a
      broadly-based incentive plan which enables Nu Horizons Electronics Corp. (the
      "Company") and its subsidiaries and affiliates to foster and promote the
      interests of the Company by attracting and retaining employees of the Company
      who contribute to the Company's success by their ability, ingenuity and
      industry, to enable such employees to participate in the long-term success
      and
      growth of the Company by giving them a proprietary interest in the Company
      and
      to provide incentive compensation opportunities competitive with those of
      competing corporations.

    


    
      	
              1.2

            	
              Definitions

            


    

    


    
      	 	
              a.

            	
              "Affiliate"
                means any person or entity controlled by or under common control
                with the
                Company, by virtue of the ownership of voting securities, by contract
                or
                otherwise.

            


    

    


    
      	 	
              b.

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

            


    

    


    
      	 	
              c.

            	
              "Change
                in Control"
                means a change of control of the Company, or in any person directly
                or
                indirectly controlling the Company, which shall
                mean:

            


    

    


    
      	 	
              (a)

            	
              a
                change in control as such term is presently defined in Regulation
                240.12b-(2) under the Securities Exchange Act of 1934, as amended
                (the
                "Exchange Act"); or

            


    

    


    
      	 	
              (b)

            	
              if
                any "person" (as such term is used in Section 13(d) and 14(d) of
                the
                Exchange Act) other than the Company or any "person" who on the date
                of
                this Agreement is a director or officer of the Company, becomes the
                "beneficial owner" (as defined in Rule 13(d)-3 under the Exchange
                Act)
                directly or indirectly, of securities of the Company representing
                twenty
                percent (20%) or more of the voting power of the Company's then
                outstanding securities; or

            


    

    


    
      	 	
              (c)

            	
              if
                during any period of two (2) consecutive years during the term of
                this
                Plan, individuals who at the beginning of such period constitute
                the Board
                of Directors, cease for any reason to constitute at least a majority
                thereof.

            


    

    


    
      	 	
              d.

            	
              "Committee"
                means the Committee referred to in Section 1.3 of the
                Plan.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	
              e.

            	
              "Common
                Stock”
                means shares of the Common Stock, par value $.0066 per share, of
                the
                Company or any class of common stock into which such Common Stock
                may
                hereafter be converted or for which such Common Stock may be exchanged
                pursuant to the Company’s certificate of incorporation or as part of a
                recapitalization, reorganization or similar transaction.
                

            


    

    


    
      	 	
              f.

            	
              "Company"
                means Nu Horizons Electronics Corp., a corporation organized under
                the
                laws of the State of Delaware (or any successor
                corporation).

            


    

    


    
      	 	
              g.

            	
              "Fair
                Market Value"
                means the closing market price of the Common Stock on the Nasdaq
                Stock
                Market on the trading day prior to the date of the grant or on any
                other
                date on which the Common Stock is to be valued hereunder. If no sale
                shall
                have been reported on the Nasdaq Stock Market consolidated reporting
                system on such date, Fair Market Value shall be determined by the
                Committee.

            


    

    


    
      	 	
              h.

            	
              “Option
                Agreement”
                means the option agreement described in Section 2.4 of the
                Plan.

            


    

    


    
      	 	
              i.

            	
              "Participant"
                means any employee of the Company, a Subsidiary or an Affiliate who
                is
                selected by the Committee to participate in the Plan.
                

            


    

    


    
      	 	
              j.

            	
              “Restricted
                Stock”
                means an award of shares of Common Stock that is subject to restrictions
                under Section 3 of the Plan.

            


    

    


    
      	 	
              k.

            	
              “Restricted
                Stock Award Agreement”
                means the award agreement described in Section 3.2 of the
                Plan.

            


    

    


    
      	 	
              l.

            	
              "Restriction
                Period"
                means the period of time referred to in Section 3.3 of the
                Plan.

            


    

    


    
      	 	
              m.

            	
              “Senior
                Executive Officers”
                means the Company’s Chairman of the Board, President, Executive Vice
                President and Vice President(s).

            


    

    


    
      	 	
              n.

            	
              “Stock
                Option”
                or “Option”
                means any option to purchase Common Stock (including Restricted Stock)
                under Section 2 of the Plan.

            


    

    


    
      	 	
              o.

            	
              "Subsidiary"
                means any corporation in which the Company possesses directly or
                indirectly 50% or more of the combined voting power of all classes
                of
                stock of such corporation.

            


    

    


    
      	 	
              p.

            	
              "Total
                Disability"
                means accidental bodily injury or sickness which wholly and continuously
                disabled an optionee. The Committee, whose decisions shall be final,
                shall
                make a determination of Total
                Disability.

            


    

    


    
      	
              1.3

            	
              Administration
                of the Plan

            


    

    


    The
      Plan
      shall be administered by the Board or by a Committee appointed by the Board
      consisting of two or more members of the Board who are Non-Employee Directors
      (as defined by Rule 16b). The Committee shall serve at the pleasure of the
      Board
      and shall have such powers as the Board may, from time to time, confer upon
      it.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Subject
      to this Section 1.3, the Committee shall have sole and complete authority to
      grant, pursuant to the terms of the Plan, Stock Options and Restricted Stock.
      In
      addition, the Committee shall have sole and complete authority to adopt, alter,
      amend or revoke such administrative rules, guidelines and practices governing
      the operation of the Plan as it shall, from time to time, deem advisable, and
      to
      interpret the terms and provisions of the Plan.

    


    The
      Committee shall keep minutes of its meetings and of action taken by it without
      a
      meeting. A majority of the Committee shall constitute a quorum, and the acts
      of
      a majority of the members present at any meeting at which a quorum is present,
      or acts approved in writing by all of the members of the Committee without
      a
      meeting, shall constitute the acts of the Committee.

    


    
      	
              1.4

            	
              Eligibility

            


    

    


    Stock
      Options and Restricted Stock may be granted only to officers, employees or
      consultants of the Company or a Subsidiary or Affiliate. Any person who has
      been
      granted any Option and/or Restricted Stock may, if he is otherwise eligible,
      be
      granted additional awards of Options and/or Restricted Stock.

    


    
      	
              1.5

            	
              Shares

            


    

    


    The
      aggregate number of shares of Common Stock reserved and available for issuance
      pursuant to the Plan shall be 850,000 shares of Common Stock, or the number
      and
      kind of shares of stock or other securities which shall be substituted for
      such
      shares or to which such shares shall be adjusted as provided in Section 1.6.
      

    


    Such
      number of shares may be set aside out of the authorized but unissued shares
      of
      Common Stock or out of issued shares of Common Stock acquired for and held
      in
      the Treasury of the Company, not reserved for any other purpose. Shares subject
      to, but not sold or issued under, any Option terminating or expiring for any
      reason prior to its exercise in full or shares subject to, but as to which
      restrictions have not lapsed under, any Restricted Stock award which are
      forfeited for any reason, will again be available for distribution in connection
      with future awards granted during the balance of the term of the
      Plan.

    


    


    
      	
              1.6

            	
              Adjustments
                Due to Stock Splits, Mergers, Consolidation,
                Etc.

            


    

    


    If,
      at
      any time, the Company shall take any action, whether by stock dividend, stock
      split, combination of shares or otherwise, which results in a proportionate
      increase or decrease in the number of shares of Common Stock theretofore issued
      and outstanding, the number of shares which are reserved for issuance under
      the
      Plan, the number of shares which, at such time, are subject to Options or
      Restricted Stock awards granted under the Plan shall, to the extent deemed
      appropriate by the Committee, be increased or decreased in the same proportion,
      provided, however, that the Company shall not be obligated to issue fractional
      shares.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Likewise,
      in the event of any change in the outstanding shares of Common Stock by reason
      of any recapitalization, merger, consolidation, reorganization, combination
      or
      exchange of shares or other corporate change, the Committee shall make such
      substitution or adjustments, if any, as it deems to be appropriate, as to the
      number or kind of shares of Common Stock or other securities which are reserved
      for issuance under the Plan, and the number of shares of Common Stock or other
      securities which, at such time, are subject to Options and/or Restricted Stock
      awards granted under the Plan.

    


    In
      the
      event of a Change in Control, at the option of the Board or Committee, the
      following acceleration and valuation provisions shall apply:

    


    (a) all
      Options outstanding on the date of such Change in Control shall become
      immediately and fully exercisable, and an optionee will be permitted to
      surrender for cancellation within sixty (60) days after such Change in Control
      any Option or portion of an Option which was granted more than six (6) months
      prior to the date of such surrender, to the extent not yet exercised, and to
      receive a cash payment in an amount equal to the excess, if any, of the Fair
      Market Value (on the date of surrender) of the shares of Common Stock subject
      to
      the Option or portion thereof surrendered, over the aggregate purchase price
      for
      such shares under the Option.

    


    (b) the
      restrictions applicable to any Restricted Stock outstanding on the date of
      such
      Change in Control, to the extent not already vested under the Plan, shall lapse
      and such shares shall be deemed fully vested. 

    


    
      	
              1.7

            	
              Non-Alienation
                of Benefits

            


    

    


    Except
      as
      herein specifically provided, no right or unpaid benefit under the Plan shall
      be
      subject to alienation, assignment, pledge or charge and any attempt to alienate,
      assign, pledge or charge the same shall be void. If any Participant or other
      person entitled to benefits hereunder should attempt to alienate, assign, pledge
      or charge any benefit hereunder, then such benefit shall, in the discretion
      of
      the Committee, cease.

    


    
      	
              1.8

            	
              Withholding
                or Deduction for Taxes

            


    

    


    If,
      at
      any time, the Company or any Subsidiary or Affiliate is required, under
      applicable laws and regulations, to withhold, or to make any deduction for
      any
      taxes, or take any other action in connection with any Option exercise or
      Restricted Stock award, the Participant shall be required to pay to the Company
      or such Subsidiary or Affiliate, the amount of any taxes required to be
      withheld, or, in lieu thereof, at the option of the Company, the Company or
      such
      Subsidiary or Affiliate may accept a sufficient number of shares of Common
      Stock
      to cover the amount required to be withheld.

    


    
      	
              1.9

            	
              Administrative
                Expenses

            


    

    


    The
      entire expense of administering the Plan shall be borne by the
      Company.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              1.10

            	
              General
                Conditions

            


    

    


    a. The
      Board
      or the Committee may, from time to time, amend, suspend or terminate any or
      all
      of the provisions of the Plan, provided that, without the Participant's
      approval, no change may be made which would alter or impair any right
      theretofore granted to any Participant.

    


    b. With
      the
      consent of the Participant affected thereby, the Committee may amend or modify
      any outstanding Option in any manner not inconsistent with the terms of the
      Plan, including, without limitation, and irrespective of the provisions of
      Section 2.3(c) below, to accelerate the date or dates as of which an installment
      of an Option becomes exercisable; provided, that the Committee shall not have
      the right to reprice any outstanding Options without the affirmative vote of
      a
      majority of the stockholders of the Company voting on the repricing
      proposal.

    


    c. The
      Board
      or Committee may determine the terms and restrictions applicable to Restricted
      Stock, subject to the provisions of Section 3 of the Plan. 

    


    d. Nothing
      contained in the Plan shall prohibit the Company or any Subsidiary or Affiliate
      from establishing other additional incentive compensation arrangements for
      employees of the Company or such Subsidiary or Affiliate, subject to stockholder
      approval if such approval is required.

    


    e. Nothing
      in the Plan shall be deemed to limit, in any way, the right of the Company
      or
      any Subsidiary or Affiliate to terminate a Participant's employment with the
      Company (or such Subsidiary or Affiliate) at any time.

    


    f. Any
      decision or action taken by the Board or the Committee arising out of or in
      connection with the construction, administration, interpretation and effect
      of
      the Plan shall be conclusive and binding upon all Participants and any person
      claiming under or through any Participant.

    


    g. No
      member
      of the Board or of the Committee shall be liable for any act or action, whether
      of commission or omission, (i) by such member except in circumstances involving
      actual bad faith, nor (ii) by any other member or by any officer, agent or
      employee.

    


    
      	
              1.11

            	
              Compliance
                with Applicable Law

            


    

    


    Notwithstanding
      any other provision of the Plan, the Company shall not be obligated to issue
      any
      shares of Common Stock, or grant any Option or Restricted Stock award with
      respect thereto, unless it is advised by counsel of its selection that it may
      do
      so without violation of the applicable Federal and State laws pertaining to
      the
      issuance of securities and the Company may require any stock certificate so
      issued to bear a legend, may give its transfer agent instructions limiting
      the
      transfer thereof, and may take such other steps, as in its judgment are
      reasonably required to prevent any such violation.

    


    
      	
              1.12

            	
              Effective
                Dates

            


    

    


    The
      Plan
      was adopted by the Board on May 23, 2002, subject to stockholder approval,
      which
      was obtained on September 24, 2002. The Plan shall terminate on May 22,
      2012.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SECTION
      2. STOCK
      OPTION GRANTS

    


    
      	
              2.1

            	
              Authority
                of Committee

            


    

    


    Subject
      to the provisions of the Plan, the Committee shall have the sole and complete
      authority to determine (i) the Participants to whom Options shall be granted;
      (ii) the number of shares to be covered by each Option; and (iii) the conditions
      and limitations, if any, in addition to those set forth in Sections 2 and 3
      hereof, applicable to the exercise of an Option, including without limitation,
      the nature and duration of the restrictions, if any, to be imposed upon the
      sale
      or other disposition of shares acquired upon exercise of an Option.

    


    Stock
      Options granted under the Plan shall be non qualified stock
      options.

    


    The
      Committee shall have the authority to grant Options. Options may be issued
      either alone, in addition to or in tandem with other awards granted under the
      Plan and/or cash awards made outside of the Plan.

    


    
      	
              2.2

            	
              Option
                Exercise Price

            


    

    


    The
      price
      of Common Stock purchased upon the exercise of Options granted pursuant to
      the
      Plan shall be the Fair Market Value thereof at the time that the Option is
      granted. 

    


    The
      purchase price is to be paid in full in cash, certified or bank cashier's check
      or, at the option of the Company, Common Stock valued at its Fair Market Value
      on the date of exercise, or a combination thereof, when the Option is exercised
      and stock certificates will be delivered only against such payment.

    


    
      	
              2.3

            	
              Option
                Grants

            


    

    


    Each
      Option will be subject to the following provisions:

    


    a. Term
      of Option

    


    An
      Option
      will be for a term of not more than ten years from the date of
      grant.

    


    b. Exercise

    


    Unless
      otherwise provided by the Committee and except in the manner described below
      upon the death of the optionee, an Option may be exercised only in installments
      as follows: up to one-half of the subject shares on and after the first
      anniversary of the date of grant, up to all of the subject shares on and after
      the second such anniversary of the date of the grant of such Option, but in
      no
      event later than the expiration of the term of the Option.

    


    An
      Option
      shall be exercisable during the optionee's lifetime only by the optionee and
      shall not be exercisable by the optionee unless, at all times since the date
      of
      grant and at the time of exercise, such optionee is an employee of the Company,
      any parent corporation of the Company or any Subsidiary or Affiliate, except
      that, upon termination of all such employment (other than by death, Total
      Disability, or by Total Disability followed by death in the circumstances
      provided below), the optionee may exercise an Option at any time within three
      months thereafter but only to the extent such Option is exercisable on the
      date
      of such termination.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Upon
      termination of all such employment by Total Disability, the optionee may
      exercise such Options at any time within one year thereafter, but only to the
      extent such Option is exercisable on the date of such termination.

    


    In
      the
      event of the death of an optionee (i) while an employee of the Company, any
      parent corporation of the Company, or any Subsidiary or Affiliate, or (ii)
      within three months after termination of employment (other than for Total
      Disability) or (iii) within one year after termination on account of Total
      Disability of all such employment, such optionee's estate or any person who
      acquires the right to exercise such option by bequest or inheritance or by
      reason of the death of the optionee may exercise such optionee's Option at
      any
      time within the period of three years from the date of death. In the case of
      clauses (i) and (iii) above, such Option shall be exercisable in full for all
      the remaining shares covered thereby, but in the case of clause (ii) such Option
      shall be exercisable only to the extent it was exercisable on the date of such
      termination of employment.

    


    Notwithstanding
      the foregoing provisions regarding the exercise of an Option in the event of
      death, Total Disability, other termination of employment or provision of
      services or otherwise, in no event shall an Option be exercisable in whole
      or in
      part after the termination date provided in the Option Agreement.

    


    c. Transferability

    


    An
      Option
      granted under the Plan shall not be transferable otherwise than by will or
      by
      the laws of descent and distribution, or to the extent permitted by the Board
      or
      the Committee to (i) a member or members of the optionee’s family, (ii) a trust,
      (iii) a family limited partnership or (iv) a similar estate planning vehicle
      primarily for members of the optionee’s family.

    


    
      	2.4	
              Agreements

            


    

    


    In
      consideration of any Options granted to a Participant under the Plan, each
      such
      Participant shall enter into an Option Agreement with the Company providing,
      consistent with the Plan, such terms as the Committee may deem
      advisable.

    


    


    SECTION
      3. RESTRICTED
      STOCK AWARDS

    


    
      	
              3.1

            	
              Authority
                of Committee 

            


    

    


    Shares
      of
      Restricted Stock may be issued either alone, in addition to or in tandem with
      other awards granted under the Plan and/or cash awards made outside of the
      Plan.
      Subject to the provisions of the Plan, the Committee shall have authority to
      determine (i) the Participants to whom, and the time or times at which, grants
      of Restricted Stock will be made; (ii) the number of shares to be awarded;
      (iii)
      the price (if any) to be paid by the recipient of Restricted Stock, subject
      to
      Section 3.2 of the Plan; (iv) any performance contingencies associated with
      the
      vesting of such Restricted Stock; (v) the default vesting date of the award;
      (vi) the time or times within which such Restricted Stock awards may be subject
      to forfeiture; and (vii) all other terms and conditions of such awards. The
      provisions of Restricted Stock awards need not be the same with respect to
      each
      Participant.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              3.2

            	
              Awards
                and Certificates

            


    

    


    a. The
      prospective recipient of a Restricted Stock award shall not have any rights
      with
      respect to such award unless and until such recipient has entered into a
      Restricted Stock Award Agreement with the Company evidencing the award and
      has
      delivered a fully executed copy thereof to the Company, and has otherwise
      complied with the applicable terms and conditions of such award.

    


    b. The
      purchase price for shares of Restricted Stock may be equal to or more than
      their
      par value.

    


    c. Awards
      of
      Restricted Stock must be accepted within a period of 60 days (or such shorter
      period as the Committee may specify at grant) after the award date, by executing
      a Restricted Stock Award Agreement and paying the price, if any, required under
      Section 3.2(b).

    


    d.
      Each
      participant receiving a Restricted Stock award shall be issued a stock
      certificate in respect of such shares of Restricted Stock. Such certificate
      shall be registered in the name of such Participant, and shall bear an
      appropriate legend referring to the terms, conditions, and restrictions
      applicable to such award.

    


    e. The
      Committee shall require that (i) the stock certificates evidencing shares of
      Restricted Stock be held in the custody of the Company until the restrictions
      thereon shall have lapsed, and (ii) as a condition of any Restricted Stock
      award, the Participant shall have delivered a stock power, endorsed in blank,
      relating to the Restricted Stock covered by such award.

    


    
      	
              3.3

            	
              Restrictions
                and Conditions 

            


    

    


    The
      shares of Restricted Stock awarded pursuant to this Section 3 shall be subject
      to the following restrictions and conditions:

    


    a. Subject
      to the provisions of the Plan and the Restricted Stock Award Agreement, during
      a
      period set by the Committee commencing with the date of such award (the
“Restriction Period”), the Participant shall not be permitted to sell, transfer,
      pledge or assign shares of Restricted Stock awarded under the Plan. Unless
      otherwise specified by the Committee, the Restricted Period shall be no less
      than seven years. The Committee shall condition any lapse of the Restricted
      Period upon the attainment of specified performance goals as determined by
      the
      Committee at the time of grant, including performance goals such as cumulative
      earnings per share or average return on equity, and may condition the vesting
      of
      Restricted Stock on such other factors as the Committee may determine, in its
      sole discretion. Within these limitations, the Committee, in its sole
      discretion, may also provide for the lapse of the Restricted Period in
      installments. The Committee may accelerate or waive the restrictions contained
      in a Restricted Stock award in whole or in part, based on attainment of
      additional service or performance criteria as the Committee may determine,
      in
      its sole discretion. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    b. Except
      as
      provided in this Section 3.3(a) and Section 3.3(b) of the Plan, the Participant
      shall have, with respect to the shares of Restricted Stock, all of the rights
      of
      a stockholder of the Company, including the right to vote the shares and the
      right to receive any regular cash dividends paid out of current earnings. The
      Committee, in its sole discretion, as determined at the time of award, may
      permit or require the payment of cash dividends to be deferred and, if the
      Committee so determines, reinvested in additional Restricted Stock to the extent
      shares are available under Section 1.5 of the Plan for such reinvestment (taking
      into account then outstanding Stock Options), or otherwise reinvested. Stock
      dividends, splits and distributions issued with respect to Restricted Stock
      shall be treated as additional shares of Restricted Stock that are subject
      to
      the same restrictions and other terms and conditions that apply to the shares
      with respect to which such dividends are issued, and the Committee may require
      the Participant to deliver an additional stock power covering the shares
      issuable pursuant to such stock dividend, split or distribution. Any other
      dividends or property distributed with regard to Restricted Stock, other than
      regular dividends payable and paid out of current earnings, shall be held by
      the
      Company subject to the same restrictions as the Restricted Stock.

    


    c. Subject
      to the applicable provisions of the Restricted Stock Award Agreement and this
      Section 3, upon termination of a Participant’s employment with the Company and
      any Subsidiary or Affiliate for any reason during the Restriction Period, all
      shares still subject to restriction will vest, or be forfeited, in accordance
      with the terms and conditions established by the Committee at or after
      grant.

    


    d. If
      and
      when the Restriction Period expires without a prior forfeiture of the Restricted
      Stock subject to such Restriction Period, certificates for an appropriate number
      of unrestricted shares, and other property held by the Company with respect
      to
      such Restricted Stock, shall be delivered to the Participant
      promptly.