<PAGE>


                                   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

<PAGE>

     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


                                       2

<PAGE>

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.


                                       3

<PAGE>

     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


                                       4

<PAGE>

               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.


                                       5

<PAGE>

               (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


                                       6

<PAGE>

          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.


                                       7

<PAGE>

     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


                                       8

<PAGE>

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.




                                       9