Exhibit 4.3

                             SL GREEN REALTY CORP.
                 AMENDED 1997 STOCK OPTION AND INCENTIVE PLAN

ARTICLE 1.  GENERAL

         1.1. Purpose. The purpose of the SL Green Realty Corp. Amended 1997
Stock Option and Incentive Plan (the "Plan"), amended as of March 2002, is to
provide for certain officers, directors, consultants and key employees, as
defined in Section 1.3, of SL Green Realty Corp. (the "Company") and its
Affiliates (as defined below) an equity-based incentive to maintain and
enhance the performance and profitability of the Company. It is the further
purpose of this Plan to permit the granting of awards that will constitute
performance based compensation for certain executive officers, as described in
Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"),
and regulations promulgated thereunder.

         1.2. Administration.

         (a) The Plan shall be administered by the Compensation Committee (the
"Committee") of the Board of Directors of the Company (the "Board"), which
Committee shall consist of two or more directors, or by the Board. It is
intended that the directors appointed to serve on the Committee shall be
"non-employee directors" (within the meaning of Rule 16b-3 promulgated under
the Securities Exchange Act of 1934 (the "Act")) and "outside directors"
(within the meaning of Code Section 162(m)); however, the mere fact that a
Committee member shall fail to qualify under either of these requirements
shall not invalidate any award made by the Committee which award is otherwise
validly made under the Plan. The members of the Committee shall be appointed
by, and may be changed at any time and from time to time in the discretion of,
the Board.

         (b) The Committee shall have the authority (i) to exercise all of the
powers granted to it under the Plan, (ii) to construe, interpret and implement
the Plan and any Plan Agreements, as defined in Section 1.7 of the Plan,
executed pursuant to the Plan, (iii) to prescribe, amend and rescind rules
relating to the Plan, (iv) to make any determination necessary or advisable in
administering the Plan, and (v) to correct any defect, supply any omission and
reconcile any inconsistency in the Plan.

         (c) The determination of the Committee on all matters relating to the
Plan or any Plan Agreement shall be final, binding and conclusive on all
persons.

         (d) No member of the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any award
hereunder.

         (e) The Committee, in its discretion, may delegate to the Chief
Executive Officer of the Company all or part of the Committee's authority and
duties with respect to awards, including, without limitation, the granting of
awards to individuals who are not subject to the reporting and other
provisions of Section 16 of the Act or "covered employees" within the meaning
of Section 162(m) of the Code; provided, however, that the Committee may not
delegate its authority and duties with respect to awards that have been, or
will be, granted to the Chief Executive Officer, Chief Operating Officer,
Chief Financial Officer or President or any Executive Vice President of the
Company. Any such delegation by the Committee may, in the sole discretion of
the Committee, include a limitation as to the amount of awards that may be
awarded during the period of the delegation and may contain guidelines as to
the determination of the option exercise price, or price of other awards and
the vesting criteria. In the absence of the Committee specifically limiting
the amount of awards that may be awarded during the period of the delegation,
such delegation shall be deemed to be limited to the granting of awards
covering no more than 200,000 shares of Common Stock per year. The Committee
may revoke or amend the terms of a delegation at any time but such action
shall not invalidate any prior actions of the Committee's delegate that were
consistent with the terms of the Plan.

         (f) The Board may, in its sole discretion, at any time and from time
to time, resolve to administer the Plan, in which case, the term Committee as
used herein shall be deemed to mean the Board.



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         1.3. Persons Eligible for Awards. Awards under the Plan may be made
to such officers, directors, consultants and key employees ("key personnel")
of the Company or its Affiliates as the Committee shall from time to time in
its sole discretion select; provided, however, that ISOs (as defined below)
may only be granted to employees of the Company or its Affiliates; and
further, provided, that awards to any director who is not an employee of the
Company or an Affiliate (an "Independent Director") may only be granted
pursuant to the provisions of Article 5 of the Plan.

         1.4. Types of Awards Under Plan.

         (a) Awards may be made under the Plan in the form of (i) stock
options ("options"), (ii) restricted stock awards, and (iii) unrestricted
stock awards, all as more fully set forth in Articles 2 and 3 of the Plan.

         (b) Options granted under the Plan may be either (i) "nonqualified"
stock options ("NQSOs") or (ii) options intended to qualify for incentive
stock option treatment described in Code Section 422 ("ISOs").

         (c) All options when granted are intended to be NQSOs, unless the
applicable Plan Agreement explicitly states that the option is intended to be
an ISO. If an option is intended to be an ISO, and if for any reason such
option (or any portion thereof) shall not qualify as an ISO, then, to the
extent of such nonqualification, such option (or portion) shall be regarded as
a NQSO appropriately granted under the Plan provided that such option (or
portion) otherwise meets the Plan's requirements relating to NQSOs.

         1.5. Shares Available for Awards.

         (a) Subject to Section 4.5 (relating to adjustments upon changes in
capitalization), as of any date the total number of shares of Common Stock
with respect to which awards may be granted under the Plan shall equal the
remainder (if any) of 5,725,000 shares of Common Stock, minus the sum of (i)
the number of shares of Common Stock subject to outstanding awards (including,
without limitation, unexercised or unvested options and restricted stock
awards subject to forfeiture restrictions which have not lapsed), (ii) the
number of shares of Common Stock in respect of which options have been
exercised, (iii) the number of shares of Common Stock issued subject to
forfeiture restrictions which have lapsed, and (iv) the number of shares of
Common Stock issued without any restrictions.

         In accordance with (and without limitation upon) the preceding
sentence, awards may be granted in respect of shares of Common Stock covered
by previously granted awards that have expired, terminated or been cancelled
or forfeited for any reason whatsoever (other than by reason of exercise or
vesting).

         (b) Shares of Common Stock that shall be subject to issuance pursuant
to the Plan shall be authorized and unissued or treasury shares of Common
Stock, or shares of Common Stock purchased on the open market or from
shareholders of the Company for such purpose.

         (c) In any year, a person eligible for awards under the Plan may not
be granted awards under the Plan covering a total of more than 700,000 shares
of Common Stock.

         1.6. Definitions of Certain Terms.

         (a) The term "Affiliate" as used herein means SL Green Operating
Partnership, L.P., S.L. Green Management Corp., eEmerge Inc. and SL Green
Management LLC, and any person or entity as subsequently approved by the Board
which, at the time of reference, directly, or indirectly through one or more
intermediaries, controls, is controlled by, or is under common control with,
the Company.

         (b) The term "Cause" shall have the meaning set forth in a person's
employment or consulting agreement or in the absence of such an agreement or
if such term is not defined in such agreement shall mean a finding by the
Committee that the recipient of an award under the Plan has (i) engaged in
conduct which is a felony under the laws of the United States or any state or
political subdivision thereof; (ii) engaged in conduct constituting breach of
fiduciary duty, gross negligence or willful misconduct relating to the
Company, fraud or dishonesty or willful or material misrepresentation relating
to the business of the Company, or (iii) failed to substantially perform
grantee's duties to the Company more than 15 days after receiving notice of
such failure from the Company, which notice specifically identifies the manner
in which he has failed so to perform.



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         (c) The term "Common Stock" as used herein means the shares of common
stock of the Company as constituted on the effective date of the Plan, and any
other shares into which such common stock shall thereafter be changed by
reason of a recapitalization, merger, consolidation, split-up, combination,
exchange of shares or the like.

         (d) The "fair market value" (or "FMV") as of any date and in respect
of any share of Common Stock shall be:

             (i)      if the Common Stock is listed for trading on the
                      New York Stock Exchange, the closing price, regular
                      way, of the Common Stock as reported on the New
                      York Stock Exchange Composite Tape, or if no such
                      reported sale of the Common Stock shall have
                      occurred on such date, on the immediately preceding
                      date on which there was such a reported sale; or

             (ii)     the Common Stock is not so listed but is listed on
                      another national securities exchange or authorized
                      for quotation on the National Association of
                      Securities Dealers Inc.'s NASDAQ National Market
                      System ("NASDAQ/NMS"), the closing price, regular
                      way, of the Common Stock on such exchange or
                      NASDAQ/NMS, as the case may be, on which the
                      largest number of shares of Common Stock have been
                      traded in the aggregate on the preceding twenty
                      trading days, or if no such reported sale of the
                      Stock shall have occurred on such date on such
                      exchange or NASDAQ/NMS, as the case may be, on the
                      immediately preceding date on which there was such
                      a reported sale on such exchange or NASDAQ/NMS, as
                      the case may be; or

             (iii)    if the Stock is not listed for trading on a
                      national securities exchange or authorized for
                      quotation on NASDAQ/NMS, the average of the closing
                      bid and asked prices as reported by the National
                      Association of Securities Dealers Automated
                      Quotation System ("NASDAQ") or, if no such prices
                      shall have been so reported for such date, on the
                      immediately preceding date for which such prices
                      were so reported.

         1.7.     Agreements Evidencing Awards.

         (a) Options and restricted stock awards granted under the Plan shall
be evidenced by written agreements. Any such written agreements shall (i)
contain such provisions not inconsistent with the terms of the Plan as the
Committee may in its sole discretion deem necessary or desirable and (ii) be
referred to herein as "Plan Agreements."

         (b) Each Plan Agreement shall set forth the number of shares of
Common Stock subject to the award granted thereby.

         (c) Each Plan Agreement with respect to the granting of an option
shall set forth the amount (the "option exercise price") payable by the
grantee to the Company in connection with the exercise of the option evidenced
thereby. The option exercise price per share shall not be less than 100% of
the fair market value of a share of Common Stock on the date the option is
granted.

         (d) Each Plan Agreement with respect to the granting of a restricted
stock award shall set forth the restrictions subject to which the restricted
stock award is being made, and the terms and conditions upon which such
restrictions shall lapse.

         (e) Any terms and conditions related to awards granted pursuant to
the Plan set forth in an employment or consulting agreement shall be deemed
incorporated into a Plan Agreement as if set forth therein. Unless otherwise
set forth in a Plan Agreement, in the event of any inconsistency between the
original Plan Agreement and the terms of an employment or consulting
agreement, the terms of the employment or consulting agreement shall control.



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ARTICLE 2.  STOCK OPTIONS

         2.1. Option Awards.

         (a) Grant of Stock Options. The Committee may grant options to
purchase shares of Common Stock in such amounts and subject to such terms and
conditions as the Committee shall from time to time in its sole discretion
determine, subject to the terms of the Plan.

         (b) Dividend Equivalent Rights. To the extent expressly provided by
the Committee in the Plan Agreement, each NQSO granted under this Section 2.1
shall also generate Dividend Equivalent Rights ("DERs"), which shall entitle
the grantee to receive an additional share of Common Stock for each DER
received upon the exercise of the NQSO, at no additional cost, based on the
formula set forth herein. As of the last business day of each calendar
quarter, the amount of dividends paid by the Company on each share of Common
Stock with respect to that quarter shall be divided by the FMV per share to
determine the actual number of DERs accruing on each share subject to the
NQSO. Such amount of DERs shall be multiplied by the number of shares covered
by the NQSO to determine the number of DERs which accrued during such quarter.

         For example. Assume that a grantee holds a NQSO to purchase 600
shares of Common Stock. Further assume that the dividend per share for the
first quarter was $0.10, and that the FMV per share on the last business day
of the first quarter was $20. Therefore, .005 DER would accrue per share for
that quarter and such grantee would receive three DERs for that quarter (600 X
..005). For purposes of determining how many DERs would accrue during the
second quarter, the NQSO would be considered to be for 603 shares of Common
Stock.

         2.2. Exercisability of Options. Subject to the other provisions of
the Plan:

         (a) Exercisability Determined by Plan Agreement. Each Plan Agreement
shall set forth the period during which and the conditions subject to which
the option shall be exercisable, as determined by the Committee in its
discretion; provided, however, that no option shall be exercisable until the
first anniversary of the option's date of grant unless the option is awarded
in lieu of cash compensation or bonuses.

         (b) Partial Exercise Permitted. Unless the applicable Plan Agreement
otherwise provides, an option granted under the Plan may be exercised from
time to time as to all or part of the full number of shares for which such
option is then exercisable, in which event the DERs, if any, relating to the
portion of the option being exercised shall also be exercised.

         (c) Notice of Exercise; Exercise Date.

             (i)      An option shall be exercisable by the filing of a
                      written notice of exercise with the Company, on
                      such form and in such manner as the Committee shall
                      in its sole discretion prescribe, and by payment of
                      the option exercise price in accordance with
                      Section 2.4.

             (ii)     Unless the applicable Plan Agreement otherwise
                      provides, or the Committee in its sole discretion
                      otherwise determines, the date of exercise of an
                      option shall be the date the Company receives such
                      written notice of exercise and payment of the
                      option exercise price.

         2.3. Limitation on Exercise. Notwithstanding any other provision of
the Plan, no Plan Agreement shall permit an option to be exercisable more than
10 years after the date of grant.

         2.4. Payment of Option Exercise Price.

         (a) Tender Due Upon Notice of Exercise. Unless the applicable Plan
Agreement otherwise provides or the Committee in its sole discretion otherwise
determines, any written notice of exercise of an option shall be accompanied
by payment of the full option exercise price for the shares being purchased.

         (b) Manner of Payment. Payment of the option exercise price shall be
made in any combination of the following:



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               (i)     by certified or official bank check payable to the
                       Company (or the equivalent thereof acceptable to the
                       Committee);

               (ii)    by personal check (subject to collection), which may in
                       the Committee's discretion be deemed conditional;

               (iii)   with the consent of the Committee in its sole
                       discretion, by delivery of previously acquired shares
                       of Common Stock owned by the grantee for at least six
                       months having a fair market value (determined as of the
                       option exercise date) equal to the portion of the
                       option exercise price being paid thereby, provided that
                       the Committee may require the grantee to furnish an
                       opinion of counsel acceptable to the Committee to the
                       effect that such delivery would not result in the
                       grantee incurring any liability under Section 16(b) of
                       the Act and does not require any Consent (as defined in
                       Section 4.2); and

               (iv)    with the consent of the Committee in its sole
                       discretion, by the full recourse promissory note and
                       agreement of the grantee providing for payment with
                       interest on the unpaid balance accruing at a rate not
                       less than that needed to avoid the imputation of income
                       under Code Section 7872 and upon such terms and
                       conditions (including the security, if any, therefor)
                       as the Committee may in its sole discretion determine.

         (c) Cashless Exercise. Payment in accordance with Section 2.4(b) may
be deemed to be satisfied, if and to the extent provided in the applicable
Plan Agreement, by delivery to the Company of an assignment of a sufficient
amount of the proceeds from the sale of Common Stock acquired upon exercise to
pay for all of the Common Stock acquired upon exercise and an authorization to
the broker or selling agent to pay that amount to the Company, which sale
shall be made at the grantee's direction at the time of exercise, provided
that the Committee may require the grantee to furnish an opinion of counsel
acceptable to the Committee to the effect that such delivery would not result
in the grantee incurring any liability under Section 16 of the Act and does
not require any Consent (as defined in Section 4.2).

         (d) Issuance of Shares. As soon as practicable after receipt of full
payment, the Company shall, subject to the provisions of Section 4.2, deliver
to the grantee one or more certificates for the shares of Common Stock so
purchased, which certificates may bear such legends as the Company may deem
appropriate concerning restrictions on the disposition of the shares in
accordance with applicable securities laws, rules and regulations or
otherwise.

         2.5. Default Rules Concerning Termination of Employment or Cessation
of Business Relationship. Subject to the other provisions of the Plan and
unless the applicable Plan Agreement, employment agreement or consulting
agreement otherwise provides:

         (a) General Rule. All options granted to a grantee shall terminate
upon the grantee's termination of employment (or cessation of business
relationship) for any reason except to the extent post-employment exercise of
the option is permitted in accordance with this Section 2.5.

         (b) Termination for Cause. All unexercised or unvested options
granted to a grantee shall terminate and expire on the day a grantee's
employment (or business relationship) is terminated for Cause.

         (c) Regular Termination; Leave of Absence. If the grantee's
employment (or business relationship) terminates for any reason other than as
provided in subsection (b), (d), (e) or (g) of this Section 2.5, any awards
granted to such grantee which were exercisable immediately prior to such
termination of employment (or cessation of business relationship) may be
exercised by the grantee until the earlier of either: (i) 90 days after the
grantee's termination of employment (or cessation of business relationship)
and (ii) the date on which such options terminate or expire in accordance with
the provisions of the Plan (other than this Section 2.5) and the Plan
Agreement; provided that the Committee may, in its sole discretion, determine
such other period for exercise in the case of a grantee whose employment (or
business relationship) terminates solely because the grantee's employer ceases
to be an Affiliate or the grantee transfers employment with the Company's
consent to a purchaser of a business disposed of by the Company. The Committee
may, in its sole discretion, determine (i) whether any leave of absence
(including short-term or long-term disability or medical leave) shall
constitute a termination of employment (or



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cessation of business relationship) for purposes of the Plan and (ii) the
effect, if any, of any such leave on outstanding awards under the Plan.

         (d) Retirement. If a grantee's employment terminates by reason of
retirement (i.e., the voluntary termination of employment by a grantee after
attaining the age of 65), the options exercisable by the grantee immediately
prior to the grantee's retirement shall be exercisable by the grantee until
the earlier of (i) 12 months after the grantee's retirement and (ii) the date
on which such options terminate or expire in accordance with the provisions of
the Plan (other than this Section 2.5) and the Plan Agreement.

         (e) Disability. If a grantee's employment (or business relationship)
terminates by reason of disability (i.e., a termination of employment (or
business relationship) as a result of incapacity due to physical or mental
illness or other disability which qualifies grantee (or would qualify grantee
if grantee were a participant) to receive benefits under the Company's
long-term disability plan), all options granted to the grantee but not
exercised before the disability of the grantee, whether or not exercisable by
the grantee before the grantee's disability, shall immediately become and be
exercisable by the grantee or the personal representative of the grantee until
the earlier of (i) 12 months after the grantee's termination of employment (or
business relationship) and (ii) the date on which such options terminate or
expire in accordance with the provisions of the Plan (other than this Section
2.5) and the Plan Agreement.

         (f) Death After Termination. If a grantee's employment (or business
relationship) terminates in the manner described in subsections (c) or (d) of
this Section 2.5 and the grantee dies within the period for exercise provided
for therein, the options exercisable by the grantee immediately prior to the
grantee's death shall be exercisable by the personal representative of the
grantee's estate or by the person to whom such options pass under the
grantee's will (or, if applicable, pursuant to the laws of descent and
distribution) until the earlier of (i) 12 months after the grantee's death and
(ii) the date on which such options terminate or expire in accordance with the
provisions of subsections (c) or (d) of this Section 2.5.

         (g) Death Before Termination. If a grantee dies while employed by (or
in a business relationship with) the Company or any Affiliate, all options
granted to the grantee but not exercised before the death of the grantee,
whether or not exercisable by the grantee before the grantee's death, shall
immediately become and be exercisable by the personal representative of the
grantee's estate or by the person to whom such options pass under the
grantee's will (or, if applicable, pursuant to the laws of descent and
distribution) until the earlier of (i) 12 months after the grantee's death and
(ii) the date on which such options terminate or expire in accordance with the
provisions of the Plan (other than this Section 2.5) and the Plan Agreement.

         (h) Transfer of Employment/Change in Status. A grantee who terminates
employment (or a business relationship) with the Company in order to become an
employee (or consultant) with an Affiliate, or a grantee who terminates
employment (or a business relationship) with an Affiliate in order to become
an employee (or consultant) with the Company, or a grantee who changes status
as an employee to become a consultant or director (or consultant to become an
employee or director, or a director to become a consultant or employee) with
either the Company or an Affiliate shall not be deemed to have terminated
employment (or a business relationship) for purposes of the Plan.

         2.6. Special ISO Requirements. In order for a grantee to receive
special tax treatment with respect to stock acquired under an option intended
to be an ISO, the grantee of such option must be, at all times during the
period beginning on the date of grant and ending on the day three months
before the date of exercise of such option, an employee of the Company or any
of the Company's parent or subsidiary corporations (within the meaning of Code
Section 424), or of a corporation or a parent or subsidiary corporation of
such corporation issuing or assuming a stock option in a transaction to which
Code Section 424(a) applies. If an option granted under the Plan is intended
to be an ISO, and if the grantee, at the time of grant, owns stock possessing
more than 10% of the total combined voting power of all classes of stock of
the grantee's employer corporation or of its parent or subsidiary corporation,
then (i) the option exercise price per share shall in no event be less than
110% of the fair market value of the Common Stock on the date of such grant
and (ii) such option shall not be exercisable after the expiration of five
years after the date such option is granted. If the aggregate Fair Market
Value of the Common Stock with respect to which ISOs first become exercisable
by a grantee in any calendar year exceeds the limit determined in accordance
with the provisions of Section 422 of the Code (the "Limit") taking into
account the Common Stock subject to all ISOs granted by the Company that are
held by the grantee, the excess will be treated as NQSOs. To determine whether
the Limit is exceeded, the Fair Market Value of the Common Stock subject to
options shall be determined as of the grant dates of the options. In reducing
the number of options treated as ISOs to meet the Limit, the most



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recently granted options will be reduced first. If a reduction of
simultaneously granted options is necessary to meet the Limit, the Committee
may designate which Shares are to be treated as Shares acquired pursuant to an
ISO. A grantee who is granted an ISO shall be required to notify the Committee
of any disposition of any Common Stock issued upon the exercise of the ISO
under the circumstances described in Section 421(b) of the Code (relating to
certain disqualifying dispositions, a "Disqualifying Disposition"), within ten
(10) business days after such Disqualifying Disposition.

ARTICLE 3.  RESTRICTED STOCK AND UNRESTRICTED STOCK AWARDS

         3.1. Restricted Stock Awards.

         (a) Grant of Awards. The Committee may grant restricted stock awards,
alone or in tandem with other awards, under the Plan in such amounts and
subject to such terms and conditions as the Committee shall from time to time
in its sole discretion determine; provided, however, that the grant of any
such restricted stock awards may be made only in lieu of cash compensation and
bonuses. The vesting of a restricted stock award granted under the Plan may be
conditioned upon the completion of a specified period of employment with the
Company or any Affiliate, upon the attainment of specified performance goals,
and/or upon such other criteria as the Committee may determine in its sole
discretion. Unless granted in lieu of a specific cash payment, no restricted
stock award shall be vested until the first anniversary of the award's date of
grant.

         (b) Payment. Each Plan Agreement with respect to a restricted stock
award shall set forth the amount (if any) to be paid by the grantee with
respect to such award. If a grantee makes any payment for a restricted stock
award which does not vest, appropriate payment may be made to the grantee
following the forfeiture of such award on such terms and conditions as the
Committee may determine. The Committee shall have the authority to make or
authorize loans to finance, or to otherwise accommodate the financing of, the
acquisition or exercise of a restricted stock award.

         (c) Expiration. Notwithstanding any other provision of the Plan, no
Plan Agreement shall permit a restricted stock to remain subject to
restrictions for more than 10 years after the date of grant. In the event the
restrictions have not lapsed 10 years after the date of grant, the restricted
stock award shall expire and be automatically cancelled.

         (d) Forfeiture upon Termination of Employment. Unless the applicable
Plan Agreement otherwise provides or the Committee otherwise determines, (i)
if a grantee's employment (or business relationship) terminates for any reason
(including death or disability) before all of grantee's restricted stock
awards have vested, such restricted stock awards shall terminate and expire
upon such termination of employment (or cessation of business relationship),
and (ii) in the event any condition to the vesting of restricted stock awards
is not satisfied within the period of time permitted therefore, such unvested
shares shall be returned to the Company.

         (e) Issuance of Shares. The Committee may provide that one or more
certificates representing restricted stock awards shall be registered in the
grantee's name and bear an appropriate legend specifying that such shares are
not transferable and are subject to the terms and conditions of the Plan and
the applicable Plan Agreement, or that such certificate or certificates shall
be held in escrow by the Company on behalf of the grantee until such shares
vest or are forfeited, all on such terms and conditions as the Committee may
determine. Unless the applicable Plan Agreement otherwise provides, no share
of restricted stock may be assigned, transferred, otherwise encumbered or
disposed of by the grantee until such share has vested in accordance with the
terms of such award. Subject to the provisions of Section 4.2, as soon as
practicable after any restricted stock award shall vest, the Company shall
issue or reissue to the grantee (or to the grantee's designated beneficiary in
the event of the grantee's death) one or more certificates for the Common
Stock represented by such restricted stock award.

         (f) Grantees' Rights Regarding Restricted Stock. Unless the
applicable Plan Agreement otherwise provides: (i) a grantee may vote and
receive dividends on restricted stock awarded under the Plan; and (ii) any
stock received as a distribution with respect to a restricted stock award
shall be subject to the same restrictions as such restricted stock.

         3.2. Unrestricted Shares. The Committee may issue stock under the
Plan, alone or in tandem with other awards, in such amounts as the Committee
shall from time to time in its sole discretion determine; provided,



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however, that the grant of any such unrestricted stock awards may be made
only in lieu of cash compensation and bonuses.

ARTICLE 4.  MISCELLANEOUS

         4.1. Amendment of the Plan; Modification of Awards.

         (a) Plan Amendments. The Board may, without stockholder approval, at
any time and from time to time suspend, discontinue or amend the Plan in any
respect whatsoever, except that no such amendment shall impair any rights
under any award theretofore made under the Plan without the consent of the
grantee of such award and except that stockholder approval of any amendment
shall be obtained to the extent required by applicable law.

         (b) Award Modifications. Subject to the terms and conditions of the
Plan (including Section 4.1(a)), the Committee may amend outstanding Plan
Agreements with such grantee, including, without limitation, any amendment
which would (i) accelerate the time or times at which an award may vest or
become exercisable and/or (ii) extend the scheduled termination or expiration
date of the award, provided, however, that no amendment having a material
adverse effect upon the interest of a grantee in an award shall be made
without the consent of such grantee and no amendment adjusting the option
exercise price per share specified in a Plan Agreement evidencing a stock
option award (or cancellation and re-grant to effect a re-pricing) shall be
made without approval of the Company's shareholders unless such adjustment
occurs pursuant to Section 4.5.

         4.2. Restrictions.

         (a) Consent Requirements. If the Committee shall at any time
determine that any Consent (as hereinafter defined) is necessary or desirable
as a condition of, or in connection with, the granting of any award under the
Plan, the acquisition, issuance or purchase of shares or other rights
hereunder or the taking of any other action hereunder (each such action being
hereinafter referred to as a "Plan Action"), then such Plan Action shall not
be taken, in whole or in part, unless and until such Consent shall have been
effected or obtained to the full satisfaction of the Committee. Without
limiting the generality of the foregoing, the Committee shall be entitled to
determine not to make any payment whatsoever until Consent has been given if
(i) the Committee may make any payment under the Plan in cash, Common Stock or
both, and (ii) the Committee determines that Consent is necessary or desirable
as a condition of, or in connection with, payment in any one or more of such
forms.

         (b) Consent Defined. The term "Consent" as used herein with respect
to any Plan Action means (i) any and all listings, registrations or
qualifications in respect thereof upon any securities exchange or other
self-regulatory organization or under any federal, state or local law, rule or
regulation, (ii) the expiration, elimination or satisfaction of any
prohibitions, restrictions or limitations under any federal, state or local
law, rule or regulation or the rules of any securities exchange or other
self-regulatory organization, (iii) any and all written agreements and
representations by the grantee with respect to the disposition of shares, or
with respect to any other matter, which the Committee shall deem necessary or
desirable to comply with the terms of any such listing, registration or
qualification or to obtain an exemption from the requirement that any such
listing, qualification or registration be made, and (iv) any and all consents,
clearances and approvals in respect of a Plan Action by any governmental or
other regulatory bodies or any parties to any loan agreements or other
contractual obligations of the Company or any Affiliate.

         4.3. Nontransferability. No award granted to any grantee under the
Plan or under any Plan Agreement shall be assignable or transferable by the
grantee other than by will or by the laws of descent and distribution. During
the lifetime of the grantee, all rights with respect to any award granted to
the grantee under the Plan or under any Plan Agreement shall be exercisable
only by the grantee. Notwithstanding the foregoing, the Committee, in its sole
discretion, may provide in a Plan Agreement granting NQSOs that the grantee
may transfer, without consideration for the transfer, grantee's NQSOs to
members of grantee's family, to trusts for the benefit of such family members,
or to partnerships in which such family members are the only partners,
provided that the transferee agrees in writing with the Company to be bound by
all of the terms and conditions of this Plan and the applicable Plan
Agreement.



                                      8


<PAGE>


         4.4. Withholding Taxes.

         (a) Whenever under the Plan shares of Common Stock are to be
delivered pursuant to an award, the Committee may require as a condition of
delivery that the grantee remit an amount sufficient to satisfy all federal,
state and other governmental withholding tax requirements related thereto.
Whenever cash is to be paid under the Plan, the Company may, as a condition of
its payment, deduct therefrom, or from any salary or other payments due to the
grantee, an amount sufficient to satisfy all federal, state and other
governmental withholding tax requirements related thereto or to the delivery
of any shares of Common Stock under the Plan.

         (b) Without limiting the generality of the foregoing, the Committee
may in its sole discretion permit any such delivery to be made by withholding
shares of Common Stock from the shares otherwise issuable pursuant to the
award giving rise to the tax withholding obligation (in which event the date
of delivery shall be deemed the date such award was exercised).

         4.5. Adjustments Upon Changes in Capitalization. If and to the extent
specified by the Committee, the number of shares of Common Stock which may be
issued pursuant to awards under the Plan, the maximum number of options which
may be granted to any one person in any year, the number of shares of Common
Stock subject to awards, the option exercise price of options theretofore
granted under the Plan, and the amount payable by a grantee in respect of an
award, shall be appropriately adjusted (as the Committee may determine) for
any change in the number of issued shares of Common Stock resulting from the
subdivision or combination of shares of Common Stock or other capital
adjustments, or the payment of a stock dividend after the effective date of
the Plan, or other change in such shares of Common Stock effected without
receipt of consideration by the Company; provided that any awards covering
fractional shares of Common Stock resulting from any such adjustment shall be
eliminated and provided further, that each ISO granted under the Plan shall
not be adjusted in a manner that causes such option to fail to continue to
qualify as an ISO within the meaning of Code Section 422. Adjustments under
this Section shall be made by the Committee, whose determination as to what
adjustments shall be made, and the extent thereof, shall be final, binding and
conclusive.

         4.6. Right of Discharge Reserved. Nothing in the Plan or in any Plan
Agreement shall confer upon any person the right to continue in the employment
of the Company or an Affiliate or affect any right which the Company or an
Affiliate may have to terminate the employment of such person.

         4.7. No Rights as a Stockholder. No grantee or other person shall
have any of the rights of a stockholder of the Company with respect to shares
subject to an award until the issuance of a stock certificate to grantee for
such shares. Except as otherwise provided in Section 4.5, no adjustment shall
be made for dividends, distributions or other rights (whether ordinary or
extraordinary, and whether in cash, securities or other property) for which
the record date is prior to the date such stock certificate is issued.

         4.8. Nature of Payments.

         (a) Any and all awards or payments hereunder shall be granted,
issued, delivered or paid, as the case may be, in consideration of services
performed for the Company or for its Affiliates by the grantee.

         (b) No such awards and payments shall be considered special incentive
payments to the grantee or, unless otherwise determined by the Committee, be
taken into account in computing the grantee's salary or compensation for the
purposes of determining any benefits under (i) any pension, retirement, life
insurance or other benefit plan of the Company or any Affiliate or (ii) any
agreement between the Company or any Affiliate and the grantee.

         (c) By accepting an award under the Plan, the grantee shall thereby
waive any claim to continued exercisability or vesting of an award or to
damages or severance entitlement related to non-continuation of the award
beyond the period provided herein or in the applicable Plan Agreement,
notwithstanding any contrary provision in any written employment contract with
the grantee, whether any such contract is executed before or after the grant
date of the award.

         4.9. Non-Uniform Determinations. The Committee's determinations under
the Plan need not be uniform and may be made by it selectively among persons
who receive, or are eligible to receive, awards under the Plan (whether or not
such persons are similarly situated). Without limiting the generality of the
foregoing, the



                                      9


<PAGE>


Committee shall be entitled, among other things, to make non-uniform and
selective determinations, and to enter into non-uniform and selective Plan
Agreements, as to (a) the persons to receive awards under the Plan, (b) the
terms and provisions of awards under the Plan, and (c) the treatment of leaves
of absence pursuant to Section 2.7(c).

         4.10. Other Payments or Awards. Nothing contained in the Plan shall
be deemed in any way to limit or restrict the Company, any Affiliate or the
Committee from making any award or payment to any person under any other plan,
arrangement or understanding, whether now existing or hereafter in effect.

         4.11. Reorganization.

         (a) In the event (i) that the Company is merged or consolidated with
another corporation and, whether or not the Company shall be the surviving
corporation, there shall be any change in the shares of Common Stock by reason
of such merger or consolidation, (ii) that all or substantially all of the
stock or assets of the Company are acquired by another person, (iii) of a
reorganization or liquidation of the Company (each such event being
hereinafter referred to as a "Reorganization Event"), or (iv) in the event
that the Board shall propose that the Company enter into a Reorganization
Event, then, in addition to (and without limitation upon) the right of the
Committee to amend outstanding awards pursuant to Section 4.1(b), the
Committee may, in its sole discretion, by written notice to a grantee, provide
that grantee's options will be terminated unless exercised within 30 days (or
such longer period as the Committee shall determine in its sole discretion)
after the date of such notice; provided that if, and to the extent that, the
Committee takes such action with respect to the grantee's options not yet
exercisable, the Committee shall also accelerate the dates upon which such
options shall be exercisable. The Committee also may in its discretion by
written notice to a grantee provide that all or some of the restrictions on
any of the grantee's restricted stock awards may lapse in the event of a
Reorganization Event upon such terms and conditions as the Committee may
determine.

         (b) Whenever deemed appropriate by the Committee, the actions
referred to in Section 4.11(a) may be made conditional upon the consummation
of the applicable Reorganization Event.

         4.12. Section Headings. The section headings contained herein are for
the purposes of convenience only and are not intended to define or limit the
contents of said sections.

         4.13. Effective Date and Term of Plan.

         (a) The Plan shall be deemed adopted and become effective on May 14,
2002 which is the date of the approval thereof by the shareholders of the
Company.

         (b) The Plan shall terminate 10 years after the date on which it
becomes effective, and no awards shall thereafter be made under the Plan.
Notwithstanding the foregoing, all awards made under the Plan prior to such
termination date shall remain in effect until such awards have been satisfied
or terminated in accordance with the terms and provisions of the Plan and the
applicable Plan Agreement.

         4.14. Governing Law. The Plan shall be governed by the laws of the
State of New York applicable to agreements made and to be performed entirely
within such state.

ARTICLE 5.  STOCK OPTIONS GRANTED TO INDEPENDENT DIRECTORS

         5.1. Automatic Grant of Options. Each Independent Director appointed
or elected for the first time shall automatically be granted a NQSO to
purchase 6,000 shares of Common Stock on the Independent Director's date of
appointment or election which NQSO shall vest on the one year anniversary of
grant. The option exercise price per share for the Common Stock covered by a
NQSO granted pursuant to this Section 5.1 shall be equal to the FMV of the
Common Stock on the date the NQSO is granted.

         5.2 Discretionary Grant of Options, Restricted Stock or Unrestricted
Stock. The Board may grant additional NQSOs or restricted stock or issue
unrestricted stock to an Independent Director in such amounts and subject to
such terms and conditions as the Board shall from time to time in its sole
discretion determine, subject to the provisions of the Plan; provided, that
unless granted in lieu of a specific cash payment, no restricted stock award
shall be vested until the first anniversary of the award's date of grant, and
further, provided, that unrestricted stock may only be issued in lieu of
director fees. Any such grant may vary among individual Independent Directors.



                                      10


<PAGE>


         5.3. Termination of Service. Subject to the other provisions of the
Plan and unless the Plan Agreement, employment agreement or consulting
agreement otherwise provides:

         (a) All awards granted to an Independent Director shall terminate
upon the Independent Director's termination of service as a member of the
Board for any reason except to the extent permitted in accordance with this
Section 5.3.

         (b) If an Independent Director ceases to be a member of the Board
other than as provided in subsection (c) of this Section 5.3, any options
granted to such Independent Director which were exercisable by the Independent
Director immediately prior to such termination of service may be exercised by
the grantee until the earlier of: (i) twelve months after such Independent
Director ceases to be a member of the Board and (ii) the date on which such
options terminate or expire in accordance with the provisions of the Plan
(other than this subsection (b) of Section 5.3) and the Plan Agreement.
Notwithstanding the foregoing, that all unexercised or unvested options
granted to an Independent Director shall terminate immediately on the date on
which an Independent Director ceases to be a member of the Board by reason of
termination on account of any act of (i) fraud or intentional
misrepresentation or (ii) embezzlement, misappropriation or conversion of
assets or opportunities of the Company or any Affiliate.

         (c) If an Independent Director dies or becomes disabled while serving
as a member of the Board, all options granted to such Independent Director but
not exercised before the death or disability of such Independent Director,
whether or not exercisable by the Independent Director before the Independent
Director's death or disability, shall immediately become and be exercisable by
the personal representative of the Independent Director's estate or by the
person to whom such options pass under the Independent Director's will (or, if
applicable, pursuant to the laws of descent and distribution) or in the case
of disability by the Independent Director or the personal representative of
the Independent Director until the earlier of: (i) twelve months after such
Independent Director ceases to be a member of the Board and (ii) the date on
which such options terminate or expire in accordance with the provisions of
the Plan (other than this subsection (c) of Section 5.2) and the Plan
Agreement.

         (d) If an Independent Director's service as a member of the Board
terminates for any reason (including death or disability) before all of the
Independent Director's restricted stock awards have vested, such restricted
stock awards shall terminate and expire upon such termination of service and
in the event any condition to the vesting of restricted stock awards is not
satisfied within the period of time permitted therefore, such unvested shares
shall be returned to the Company.

         5.4. Limited to Independent Directors. The provisions of this Article
5 and all other provisions of this Plan to the extent not inconsistent with
the provisions of this Article 5 shall apply all awards granted pursuant to
this Article 5. The provisions of this Article 5 shall apply only to awards
granted to Independent Directors and shall not be deemed to modify, limit or
otherwise apply to any other provision of this Plan or to any award issued
under this Plan to a participant who is not an Independent Director. To the
extent inconsistent with the provisions of any other Section of this Plan, the
provisions of this Article 5 shall govern the rights and obligations of the
Company and Independent Directors respecting awards granted to Independent
Directors.



                                      11