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                                   Exhibit 4.3

                       HUNGARIAN TELEPHONE AND CABLE CORP.

    2002 INCENTIVE STOCK OPTION PLAN (AS AMENDED AND RENAMED ON MAY 22, 2002)

     1. Purpose. The purpose of the 2002 Incentive Stock Option Plan of
Hungarian Telephone and Cable Corp. (the "Corporation") is to provide incentive
to employees of the Corporation, to encourage employee proprietary interest in
the Corporation, to encourage employees to remain in the employ of the
Corporation, and to attract to the Corporation individuals of experience and
ability to serve as employees, directors and consultants.

     2. Definitions.

               (a) "Board" shall mean the Board of Directors of the Corporation.

               (b) "Code" shall mean the Internal Revenue Code of 1986 as
          amended from time to time.

               (c) "Common Stock" shall mean the $.001 par value Common stock of
          the Corporation.

               (d) "Committee" shall mean the Committee appointed by the Board
          in accordance with Section 4 of the Plan.

               (e) "Corporation" shall mean Hungarian Telephone and Cable Corp.,
          a Delaware corporation, its parent or any of its subsidiaries.

               (f) "Disability" shall mean the condition of an Employee who is
          unable to engage in any substantial gainful activity by reason of any
          medically determinable physical or mental impairment which can be
          expected to result in death or which has lasted or can be expected to
          last for a continuous period of not less than twelve (12) months.

               (g) "Employee" shall mean an individual (who may be an officer or
          a director) employed by the Corporation (within the meaning of the
          Code section 3401 and the regulations thereunder).

               (h) "Exercise Price" shall mean the price per Share of Common
          Stock, determined by the Committee, at which an Option may be
          exercised.

               (i) "Fair Market Value" of a share of Common Stock on any day
          shall mean the average of the daily closing prices for the prior
          twenty (20) trading days of a share of the Company's Common Stock on
          the American Stock Exchange, or, if



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          the shares are not listed or admitted to trading on such Exchange, on
          the principal United States securities exchange or on the NASDAQ/NMS
          on which the shares are listed or admitted to trading, or if the
          shares are not listed or admitted to trading on any such exchange or
          on the NASDAQ/NMS, the mean between the closing high bid and low asked
          quotations with respect to a share on such dates on the National
          Association of Securities Dealers, Inc. Automated Quotations System,
          or any similar system then in use, or if no such quotations are
          available, the fair market value on such date of a share as the
          Committee shall determine.

               (j) "Incentive Stock Option" shall mean an Option described in
          Code section 422(b).

               (k) "Nonstatutory Stock Option" or a "Non-Qualified Stock Option"
          shall mean an Option not described in Code sections 422(b) or 423(b).

               (l) "Option" shall mean a stock option granted pursuant to the
          Plan.

               (m) "Purchase Price" shall mean the Exercise Price times the
          number of whole Shares with respect to which an Option is exercised.

               (n) "Optionee" shall mean an Employee to whom an option has been
          granted.

               (o) "Plan" shall mean this Hungarian Telephone and Cable Corp.
          2002 Incentive Stock Option Plan.

               (p) "Share" shall mean one Share of Common Stock, adjusted in
          accordance with Section 10 of the Plan (if applicable).

               (q) "Subsidiary" shall mean those subsidiaries of the Corporation
          as defined in section 424(f) of the code.

     3. Effective Date. This Plan was approved by the Board and Shareholders
effective April 30, 1992 and amended from time to time and renamed on May 22,
2002.

     4. Administration. The Plan shall be administered by the Board of Directors
or by the Stock Option Committee (the "Committee") appointed by the Board,
consisting of not less than two members thereof. The Board may from time to time
remove members from, or add members to, the Committee. Vacancies on the
Committee, however caused, shall be filled by the Board.

     The Committee shall hold meetings at such times and places as it may
determine. Acts of a majority of the Committee at which a quorum is present, or
acts reduced to or approved in writing by a majority of the members of the
Committee, shall be the valid acts of the Committee. The Committee shall from
time to time at its discretion


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make determinations with respect to Employees who shall be granted Options, the
number of Shares to be optioned to each and the designation of such Options as
Incentive Stock Options or Nonstatutory Stock Options.

     The interpretation and construction by the Committee of any provisions of
the Plan or of any Option granted thereunder shall be final. No member of the
Committee shall be liable for any action or determination made in good faith
with respect to the Plan or any Option granted thereunder.

     5. Eligibility. Optionees shall be such key Employees (who may be officers,
whether or not they are directors), or directors or consultants of the
Corporation who perform services of special importance to the management,
operation and development of the business of the Corporation as the Committee
shall select, but subject to the terms and conditions set forth below.

          (a) Each Option shall be designated in the written option agreement as
     either an Incentive Stock Option or a Non-Qualified Stock Option. However,
     notwithstanding such designations, to the extent that the aggregate fair
     market value of the Shares with respect to which Options designated as
     Incentive Stock Options are exercisable for the first time by any Optionee
     during any calendar year (under all plans of the Company) exceeds $100,000,
     such Options shall be treated as Non-Qualified Stock Options.

          (b) For purposes of Section 5(a), Options shall be taken into account
     in the order in which they were granted, and the fair market value of the
     Shares shall be determined as of the time the Option with respect to such
     Shares is granted.

          (c) Nothing in the Plan or any Option granted hereunder shall confer
     upon any Optionee any right with respect to continuation of employment with
     the Company, nor shall it interfere in any way with the Optionee's right or
     the Company's right to terminate the employment relationship at any time,
     with or without cause.

     6. Stock. The stock subject to Options granted under the Plan shall be
Shares of the Corporation's authorized but unissued or reacquired Common Stock.
The aggregate number of Shares which may be issued under Options exercised under
this Plan shall not exceed 1,250,000. The number of Shares subject to Options
outstanding under the Plan at any time may not exceed the number of Shares
remaining available for issuance under the Plan. In the event that any Option
outstanding under the Plan expires for any reason or is terminated, the Shares
allocable to the unexercised portion of such Option may again be subjected to an
Option under the Plan.

     The limitations established by this Section 6 shall be subject to
adjustment upon the occurrence of the events specified and in the manner
provided in Section 10 hereof.


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     7. Terms and Conditions of Options. Options granted pursuant to the Plan
shall be evidenced by written agreements in such form as the Committee shall
from time to time determine, which agreements shall comply with and be subject
to the following terms and conditions:

          (a) Date of Grant. Each option shall specify its effective date (the
     "date of grant"), which shall be the date specified by the Board or the
     Committee, as the case may be, in its action relating to the grant of the
     Option.

          (b) Optionee's Agreement. Each Optionee shall agree to remain in the
     employ of and to render to the Corporation his or her services for a period
     of one (1) year from the date of the granting of the Option, but such
     agreement shall not impose upon the Corporation any obligation to retain
     the Optionee in their employ for any period.

          (c) Number of Shares. Each Option shall state the number of Shares to
     which it pertains and shall provide for the adjustment thereof in
     accordance with the provisions of Section 10 hereof.

          (d) Exercise Price and Consideration.

               (i) The per Share exercise price under each Option shall be such
          price as is determined by the Board, subject to the following:

                    a) In the case of an Incentive Stock Option

                         i) granted to an Employee who, at the time of the grant
                    of such Incentive Stock Option, owns stock representing more
                    than ten percent (10%) of the voting power of all classes of
                    stock of the Company or any Parent or Subsidiary, the per
                    Share exercise price shall be no less than 110% of the fair
                    market value per share on the date of grant.

                         ii) granted to any other Employee, the per Share
                    exercise price shall be no less than 100% of the fair market
                    value per Share on the date of grant.

                    b) In the case of a Non-Qualified Stock Option the per Share
               exercise price may be less than, equal to, or greater than the
               fair market value per Share on the date of grant.

               (ii) The fair market value per Share shall be the average of the
          daily closing prices for the prior twenty (20) trading days of a share
          of the Company's Common Stock on the American Stock Exchange, or, if
          the shares are not listed or admitted to trading on such Exchange, on
          the


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          principal United States securities exchange or on the NASDAQ/NMS on
          which the shares are listed or admitted to trading, or if the shares
          are not listed or admitted to trading on any such exchange or on the
          NASDAQ/NMS, the mean between the closing high bid and low asked
          quotations with respect to a share on such dates on the National
          Association of Securities Dealers, Inc. Automated Quotations System,
          or any similar system then in use, or if no such quotations are
          available, the fair market value on such date of a share as the
          Committee shall determine.

          (e) Medium and Time Payment. The Purchase Price shall be payable in
     full in United States dollars upon the exercise of the Option; provided,
     however, that, with the consent of the Committee, the Purchase Price may be
     paid by the surrender of Shares in good form for transfer, owned by the
     person exercising the option and having a Fair Market Value on the date of
     exercise equal to the Purchase Price or in any combination of cash and
     Shares, so long as the total of the cash so paid and the Fair Market Value
     of the Shares surrendered equals the Purchase Price. No Share shall be
     issued until full payment therefore has been made.

          (f) Term and Exercise of Options; Nontransferability of Options. Each
     Option shall state the time or times when it becomes exercisable. No option
     shall be exercisable after the expiration of ten (10) years from the date
     it is granted. During the lifetime of the Optionee, an Incentive Stock
     Option shall be exercisable only by the Optionee and shall not be
     assignable or transferable. In the event of the Optionee's death, no
     Incentive Stock Option shall be transferable by the Optionee otherwise than
     by will or the laws of descent and distribution. No Non-Qualified Option
     granted under the Plan shall be transferable other than by will or the laws
     of descent or distribution except pursuant to a domestic relations order as
     defined by the Internal Revenue Code or Title I of the Employee Retirement
     Income Security Act ("ERISA") or the rules thereunder and except that, with
     the consent of the Committee acting in its sole discretion, an Optionee may
     transfer (a "Family Member Transfer") a Non-Qualified Option to (i) a
     member of the Optionee's immediate family (which for the purposes of the
     Plan shall have the same meaning as defined in Rule 16a-1 promulgated under
     the Securities Exchange Act); (ii) a trust (the "Family Trust") the
     beneficiaries of which consist exclusively of members of the Optionee's
     immediate family; and (iii) a partnership, limited partnership or other
     limited liability entity ("Family Entity") the members of which consist
     exclusively of members of the Optionee's immediate family or a Family
     Trust; provided that no consideration is paid for the transfer and that
     each Family Transferee execute an instrument agreeing to be bound by the
     provisions of the Plan and the restrictions as to the transferability of
     the Non-Qualified Option. During the lifetime of an Optionee, a
     Non-Qualified Option shall be exercisable only by the Optionee or his or
     her Family Transferee. A ("Family Transferee") is a transferee that is a
     Family Trust, Family Entity or a member of the immediate family of an
     Optionee.



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          (g) Termination of Employment Except Death. In the event that an
     Optionee shall cease to be employed by the Corporation for any reason other
     than his or her death, such Optionee (or permitted Family Transferee in the
     case of a Non-Qualified Option) shall have the right, subject to the
     restrictions of Subsection (f) hereof, to exercise the Option at any time
     within the earlier of (x) the original expiration date of the Option or (y)
     three (3) months after such termination of employment in the case of an
     Incentive Stock Option and eighteen (18) months after such termination of
     employment in the case of a Nonstatutory or Non-Qualified Stock Option,
     (twelve (12) months if termination was due to Disability in the case of an
     Incentive Stock Option), to the extent that, on the day preceding the date
     of termination of employment, the Optionee's right to exercise such Option
     had accrued pursuant to the terms of the option agreement pursuant to which
     such Option was granted, and had not previously been exercised.

          For this purpose, the employment relationship will be treated as
     continuing intact while the Optionee is on military leave, sick leave or
     other bona fide leave of absence (to be determined in the sole discretion
     of the Committee, in accordance with rules and regulations construing Code
     section 422(a)(2)). Notwithstanding the foregoing, in the case of an
     Incentive Stock Option, employment shall not be deemed to continue beyond
     the ninetieth (90th) day after the Optionee ceased active employment,
     unless the Optionee's reemployment rights are guaranteed by statute or by
     contract.

          (h) Death of Optionee. If the Optionee shall die while in the employ
     of the Corporation and shall not have fully exercised the Option, an Option
     may be exercised in full, subject to the restrictions of Subsection (f)
     hereof, to the extent it had not previously been exercised, at any time
     within twelve (12) months after the Optionee's death, by the executors or
     administrators of his or her estate or by any person or persons who shall
     have acquired the Option directly from the Optionee by bequest or
     inheritance or by a permitted Family Transferee (in the case of a
     Non-Qualified Option).

          If the Optionee shall die following the termination of his employment
     with the Company and such death shall occur prior to the earlier of (x) the
     original expiration date of the option or (y) three (3) months following
     the termination of employment in the case of an Incentive Stock Option, and
     (18) months following the termination of employment in the case of a
     Nonstatutory or Non-Qualified Stock Option, and such Option shall not have
     been fully exercised, an Option may be exercised (subject to the
     limitations on exercisability set forth in Subsection (f) hereof) to the
     extent that, at the date of termination of employment, the Optionee's right
     to exercise such Option had accrued pursuant to the terms of the applicable
     option agreement and had not previously been exercised, at any time within
     twelve (12) months after the Optionee's death, by the executors or
     administrators of the Optionee's estate or by any person or persons who
     shall have acquired the Option


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     directly from the Optionee by bequest or inheritance or by a permitted
     Family Transferee (in the case of a Non-Qualified Option).

          (i) Rights as a Stockholder. An Optionee or a permitted transferee of
     an Optionee shall have no rights as a stockholder with respect to any
     Shares covered by his or her Option until the date of the issuance of a
     stock certificate for such shares. No adjustment shall be made for
     dividends (ordinary or extraordinary, whether in cash, securities or other
     property) or distributions or other rights for which the record date is
     prior to the date such stock certificate is issued, except as provided in
     Section 10.

          (j) Modification, Extension and Renewal of Options. Subject to the
     terms and conditions and within the limitations of the Plan, the Committee
     may modify, extend or renew outstanding Options granted under the Plan, or
     accept the exchange of outstanding Options (to the extent not theretofore
     exercised and subject to the provisions of paragraph 7(d) above) for the
     granting of new Options in substitution therefor. Notwithstanding the
     foregoing, however, no modification of an Option shall, without the consent
     of the optionee, alter or impair any rights or obligations under any Option
     theretofore granted under the Plan.

          (k) Other Provisions. The option agreements authorized under the Plan
     shall contain such other provisions not inconsistent with the terms of the
     Plan, including, without limitation, restrictions upon the exercise of the
     Option, as the Committee shall deem advisable.

     8. Limitation on Annual Awards.

     General Rule. Each Option shall be designated in the written option
agreement as either an Incentive Stock Option or a Non-Qualified Stock Option.
However, notwithstanding such designations, to the extent that the aggregate
fair market value of the Shares with respect to which Options designated as
Incentive Stock Options are exercisable for the first time by any Optionee
during any calendar year (under all plans of the Company) exceeds $100,000, such
Options shall be treated as Non-Qualified Stock Options.

     9. Term of Plan. Options may be granted pursuant to the Plan until the
termination of the Plan on April 30, 2008.

     10. Recapitalization. Subject to any required action by the stockholders,
the number of Shares covered by this Plan as provided in Section 6, the number
of Shares covered by each outstanding Option, and the Exercise Price thereof
shall be proportionately adjusted for any increase or decrease in the number of
issued Shares resulting from a subdivision or consolidation of Shares, stock
split, or the payment of a stock dividend.



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     Subject to any required action by the stockholders, if the Corporation
shall be the surviving corporation in any merger or consolidation, each
outstanding Option shall pertain and apply to the securities to which a holder
of the number of Shares subject to the Option would have been entitled. A
dissolution or liquidation of the Corporation or a merger or consolidation in
which the Corporation is not the surviving corporation shall cause each
outstanding Option to terminate, unless the agreement of merger or consolidation
shall otherwise provide, provided that each Optionee shall in such event, if a
period of one (1) year from the date of the grant of the Option shall have
elapsed, have the right immediately prior to such dissolution or liquidation, or
merger or consolidation in which the Corporation is not the surviving
corporation, to exercise the Option in whole or in part, subject to limitations
on exercisability under Section 7(k) hereof.

     In the event of a change in the Common Stock as presently constituted,
which is limited to a change of all of its authorized shares with par value into
the same number of shares with a different par value or without par value, the
shares resulting from any such change shall be deemed to be the Common Stock
within the meaning of the Plan.

     To the extent that the foregoing adjustments related to stock or securities
of the Corporation, such adjustments shall be made by the Committee, whose
determination in that respect shall be final, binding and conclusive.

     Except as hereinbefore expressly provided in this Section 10, the Optionee
shall have no rights by reason of any subdivision or consolidation of shares of
stock of any class, stock split, or the payment of any stock dividend or any
other increase or decrease in the number of shares of stock of any class or by
reason of any dissolution, liquidation, merger, or consolidation or spin-off of
assets or stock of another corporation, and any issue by the Corporation of
shares of stock of any class or securities convertible into shares of stock of
any class, shall not affect, and no adjustment by reason thereof shall be made
with respect to, the number or price of Shares subject to the Option.

     The grant of an Option pursuant to the Plan shall not affect in any way the
right or power of the Corporation to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or to merge or
consolidate or to dissolve, liquidate, sell or transfer all or any part of its
business or assets.

     11. Securities Law Requirements. No Shares shall be issued upon the
exercise of any Option unless and until the Corporation has determined that: (i)
it and the Optionee have taken all actions required to register the Shares under
the Securities Act of 1933 or perfect an exemption from the registration
requirements thereof; (ii) any applicable listing requirement of any stock
exchange on which the Common Stock is listed has been satisfied; and (iii) any
other applicable provision of state or Federal Law has been satisfied.

     12. Amendment of the Plan. The Board may, insofar as permitted by law, from
time to time, with respect to any Shares at the time not subject to Options,
suspend or


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discontinue the Plan or revise or amend it in any respect whatsoever except
that, without approval of the stockholders, no such revision or amendment shall:

          (a) Increase the number of Shares issuable pursuant to the Plan; or

          (b) Change the requirements as to eligibility for participation in the
     Plan.

          (c) Materially increase benefits accruing to participants under the
     Plan.

     13. Application of Funds. The proceeds received by the Corporation from the
sale of Common Stock pursuant to the exercise of an Option will be used for
general corporate purposes.

     14. No Obligation to Exercise Option. The granting of an Option shall
impose no obligation upon the Optionee to exercise such Option.




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