Exhibit 4.3:  Stock Option Plan



Exhibit 4.3


COMPOSITE VERSION




STOCK OPTION PLAN


FOR


NON-EMPLOYEE DIRECTORS OF CONMED CORPORATION*



        The Stock Option Plan for
Non-Employee Directors of CONMED Corporation (this “Plan”) is
established to attract and retain highly qualified individuals who are not
current or former employees of CONMED Corporation (the “Company”) as
members of the Board of Directors of the Company and to enable them to increase
their ownership in the common stock, par value $0.01 per share, of the Company
(the “Company’s Common Stock”). This Plan will be beneficial to
the Company and its stockholders because it will allow these directors to have a
greater personal financial stake in the Company through the ownership of the
Company’s Common Stock, in addition to underscoring their common interest
with stockholders in increasing the long-term value of the Company’s Common
Stock. 



1.   ELIGIBILITY


        All
members of the Company’s Board of Directors who are not current or former
employees of the Company or any of its subsidiaries (“Non-Employee
Directors”) are eligible to participate in this Plan. 



2.   SHARES AVAILABLE



        (a) Number of Shares
Available. Stock options may be granted under this Plan to purchase up to a
maximum of 212,500 shares of the Company’s Common Stock, subject to
adjustment, as hereinafter provided. Shares issuable under this Plan may be
authorized but unissued shares or treasury shares. If any stock option granted
under this Plan expires or otherwise terminates without having been exercised,
the shares subject to the unexercised portion of such stock option shall
continue to be available for the granting of stock options under this Plan.




        (b) Recapitalization
Adjustment. In the event of a reorganization, recapitalization, stock split,
stock dividend, combination of shares, merger, consolidation, rights offering,
or any other change in the corporate structure or shares of the Company,
adjustments in the number and kind of shares authorized by this Plan, in the
number and kind of shares covered by, and in the option price of outstanding
stock options under, this Plan shall be made if, and in the same manner as, such
adjustments are made to stock options issued under the Company’s then
current stock option plans. 






* Composite copy reflecting all amendments and adjustments through May 14, 2002. 








3.   GRANT OF NONQUALIFIED STOCK OPTIONS



        (a) Each year on the first
business day following the Company’s Annual Meeting of Stockholders, each
individual elected, reelected or continuing as a Non-Employee Director shall
automatically receive stock options covering 4,500 shares of the Company’s
Common Stock. If the Company’s Common Stock is not listed for quotation on
the Nasdaq National Market on any such date a grant would otherwise be awarded,
then such grant shall be made the next day thereafter that the Company’s
Common Stock is so listed on Nasdaq National Market or any national securities
exchange or inter-dealer automated quotation system. 



        (b) Any Non-Employee Director of
the Company who is elected to the Board of Directors may, at the discretion of
the Board of Directors, be granted on the date such Non-Employee Director is so
elected an option for an amount as the Board of Directors may, in its
discretion, select, provided that such amount is not in excess of 10,000 shares
of the Company’s Common Stock. 



4.   OPTION PRICE



        The
price of each stock option granted under this Plan shall be the Fair Market
Value (as defined below) on the date of grant of such option. For purposes of
this Plan, “Fair Market Value” shall mean, as of any date, (i) if
the Company’s Common Stock is listed or admitted to unlisted trading
privileges on any national securities exchange or is not so listed or admitted
but transactions in the Company’s Common Stock are reported on the Nasdaq
National Market, the mean between the reported high and low sale prices of the
Company’s Common Stock on such exchange or by the Nasdaq National Market as
of such date (or, if no such shares were traded on such date, as of the next
preceding day on which there was such a trade); or (ii) if the
Company’s Common Stock is not so listed or admitted to unlisted trading
privileges or reported on the Nasdaq National Market, and bid and asked prices
therefor in the over-the-counter market are reported by the National Association
of Securities Dealers, Inc. or the National Quotation Bureau, Inc. (or any
comparable reporting service), the mean of the closing bid and ask prices of the
Company’s Common Stock as of such date, as so reported; or (iii) if
the Company’s Common Stock is not so listed or reported, such value as the
Board of Directors of the Company determines in good faith in the exercise of
its reasonable discretion. 



5.   OPTION PERIOD



        A
stock option granted under this Plan shall become exercisable one year after
date of grant and shall expire ten years after date of grant (the “Option
Period”). 



6.   PAYMENT



        The stock option price shall be
paid in cash in U.S. dollars at the time the stock option is
exercised.





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7.   TERMINATION OF SERVICE



        Upon
termination of service as a Non-Employee Director (other than for reasons of
retirement, disability or death), all stock options of such optionee shall
terminate immediately. If an optionee’s service is terminated by reason of
disability or retirement with the consent of the Board of Directors (other than
the optionee), such optionee’s stock options shall be exercisable at any
time prior to the expiration date of the stock option or within 90 days after
the date of such termination, whichever is the shorter period. If an
optionee’s service is terminated as a result of such optionee’s death,
such optionee’s stock options shall be exercisable by the person or persons
to whom those rights pass by will or by the laws of descent and distribution at
any time prior to the expiration date of the stock option or within 90 days
after the date of such death, whichever is the shorter period. 



8.   ADMINISTRATION AND AMENDMENT OF THIS PLAN



        This
Plan shall be administered by the Board of Directors of CONMED Corporation. This
Plan may be terminated or suspended by the Board of Directors as they deem
advisable. The Board of Directors may amend this Plan from time to time in any
respect the Board of Directors may deem to be in the best interests of the
Company; provided, however, that (a) no such amendment shall be effective
without approval of the shareholders of the Company, if shareholder approval of
the amendment is then required pursuant to Rule 16b-3 under the Securities
Exchange Act of 1934 (the “Exchange Act”), or the applicable rules of
any securities exchange or consolidated reporting system, and (b) to the extent
prohibited by Rule 16b- 3(c)(2)(ii)(B) under the Exchange Act, this Plan may not
be amended more than once every six months unless necessary to comply with the
Internal Revenue Code of 1986, as amended. A stock option may not be granted
under this Plan after May 23, 2005, but stock options granted prior to that date
shall continue to become exercisable and may be exercised according to their
terms. 



9.   NONTRANSFERABILITY



        No
stock option granted under this Plan is transferable other than by will or the
laws of descent and distribution. During the optionee’s lifetime, a stock
option may only be exercised by the optionee or the optionee’s guardian or
legal representative. 



10.   COMPLIANCE WITH SEC REGULATIONS



        It
is the Company’s intent that this Plan comply in all respects with
Rule 16b-3 under the Exchange Act, and any regulations promulgated
thereunder. If any provision of this Plan is later found not to be in compliance
with Rule 16b-3 under the Exchange Act, the provision shall be deemed null
and void. All grants of stock options under this Plan shall be executed in
accordance with the requirements of Rule 16b-3 under the Exchange Act. 



11.   GOVERNMENTAL COMPLIANCE



        Each
grant under this Plan shall be subject to the requirement that if at any time
the Board of Directors shall determine that the listing, registration or
qualification of any shares issuable or deliverable thereunder upon any
securities exchange or under any federal or state law, or the consent or
approval of any governmental regulatory body, is necessary or desirable as a 




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condition thereof, or in
connection therewith, no such grant may be exercised or shares issued or
delivered unless such listing, registration, qualification, consent or approval
shall have been effected or obtained free of any conditions not acceptable to
the Board of Directors. 



12.   MISCELLANEOUS



        Except
as provided in this Plan, no Non-Employee Director shall have any claim or right
to be granted a stock option under this Plan. Neither this Plan nor any action
thereunder shall be construed as giving any director any right to be retained in
the service of the Company. 



13.   GOVERNING LAW



        This
Plan and all rights and obligations under this Plan shall be construed in
accordance with and governed by the laws of the State of New York. 



14.   EFFECTIVE DATE



        This Plan shall be effective May
23, 1995 or such later date as shareholder approval is obtained.






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