Exhibit 10.2

                           THERMO ELECTRON CORPORATION

                           DIRECTORS STOCK OPTION PLAN
                           ---------------------------

              As amended and restated effective as of May 15, 2003

1.   Purpose
     -------

     The purpose of this  Directors  Stock  Option  Plan (the  "Plan") of Thermo
Electron Corporation (the "Company") is to encourage ownership in the Company by
outside directors of the Company whose services are considered  essential to the
Company's  growth and progress  and to provide them with a further  incentive to
become  directors  and to  continue as  directors  of the  Company.  The Plan is
intended to be a nonstatutory stock option plan.

2.   Administration
     --------------

     The Board of Directors  (the  "Board"),  or a Committee  (the  "Committee")
consisting of one or more directors of the Company appointed by the Board, shall
supervise and  administer  the Plan.  Grants of stock options under the Plan and
the amount  and  nature of the  options  to be  granted  shall be  automatic  in
accordance with Section 5. However,  all questions of interpretation of the Plan
or of any stock options granted under it shall be determined by the Board or the
Committee  and such  determination  shall be final and binding  upon all persons
having an interest in the Plan.

3.   Participation in the Plan
     -------------------------

     Directors  of the  Company  who are not  employees  of the  Company  or any
subsidiary  or parent of the Company  shall be eligible  to  participate  in the
Plan. Directors who receive grants of stock options in accordance with this Plan
are sometimes referred to herein as "Optionees."

4.   Stock Subject to the Plan
     -------------------------

     The  maximum  number of shares  that may be issued  under the Plan shall be
773,330 shares of the Company's  Common Stock (the "Common  Stock"),  subject to
adjustment  as provided  in Section 9. Shares to be issued upon the  exercise of
options  granted under the Plan may be either  authorized but unissued shares or
shares held by the Company in its treasury.  If any option expires or terminates
for any reason without having been  exercised in full,  the  unpurchased  shares
subject thereto shall again be available for options thereafter to be granted.

5.   Terms and Conditions
     --------------------

     A.   Annual Stock Option Grants
          --------------------------

     Each  Director of the Company who meets the  requirements  of Section 3 and
who is holding office  immediately  following the Annual Meeting of Stockholders
commencing with the Annual Meeting of  Stockholders  held in calendar year 1993,
shall be granted an option to  purchase  shares of Common  Stock at the close of


                                       1
<PAGE>

business  on the date of such Annual  Meeting,  except that the grant of options
for 2003 shall be made as of the close of  business  on May 15,  2003.  Prior to
2003, the annual option  granted to each eligible  Director shall be exercisable
to purchase  1,000 shares of Common Stock.  Commencing  with the annual grant in
2003, each eligible Director shall be granted an option to purchase 7,500 shares
of Common Stock.

     B.   General Terms and Conditions Applicable to Grants After 2002.
          -------------------------------------------------------------

          1. Options granted after 2002 shall be exercisable to the extent they
             are vested. Each option shall vest in equal annual installments on
             the first, second and third  anniversaries of the grant date,
             provided that on each vesting date, the Optionee is a Director of
             the Company. Vested options may be exercised prior to the date
             which is the earliest of:

             (a) seven years after the grant date, (b) three years after the
             Optionee ceases to serve as a Director of the Company (one year in
             the event the Optionee ceases to meet the requirements of this
             Subsection by reason of his or her death), or (c) the date of
             dissolution or liquidation of the Company.

          2. The exercise price at which options are granted hereunder after
             2002 shall be the average of the closing prices reported by the
             national securities exchange on which the Common Stock is
             principally traded for the five trading days immediately preceding
             and including the date the option is granted or, if such security
             is not traded on an exchange, the average last reported sale price
             for the five-day period on the NASDAQ National Market List, or the
             average of the closing bid prices for the five-day period last
             quoted by an established quotation service for over-the-counter
             securities, or if none of the above shall apply, the last price
             paid for shares of the Common Stock by independent investors in a
             private placement.


     C.   General Terms and Conditions Applicable to Grants in 2002.
          ----------------------------------------------------------

          1. Options granted in 2002 shall be immediately exercisable at any
             time from and after the grant date and prior to the date which is
             the earliest of:

             (a) seven years after the grant date, (b) three years after the
             Optionee ceases to serve as a Director of the Company, (one year in
             the event the Optionee ceases to meet the requirements of this
             Subsection by reason of his or her death), or (c) the date of
             dissolution or liquidation of the Company.

          2. The exercise price at which options are granted hereunder in 2002
             shall be the average of the closing prices reported by the national
             securities exchange on which the Common Stock is principally traded
             for the five trading days immediately preceding and including the
             date the option is granted or, if such security is not traded on an
             exchange, the average last reported sale price for the five-day
             period on the NASDAQ National Market List, or the average of the
             closing bid prices for the five-day period last quoted by an
             established quotation service for over-the-counter securities, or
             if none of the above shall apply, the last price paid for shares of
             the Common Stock by independent investors in a private placement.


                                       2
<PAGE>



     D.   General Terms and Conditions Applicable to Grants Prior to 2002.
          ----------------------------------------------------------------

          1. Options granted prior to 2002 shall be immediately exercisable at
             any time from and after the grant date and prior to the date which
             is the earliest of:

             (a) three years after the grant date, (b) two years after the
             Optionee ceases to serve as a Director of the Company (one year in
             the event the Optionee ceases to meet the requirements of this
             Subsection by reason of his or her death), or (c) the date of
             dissolution or liquidation of the Company.

          2. The exercise price at which options are granted hereunder prior to
             2002 shall be the average of the closing prices reported by the
             national securities exchange on which the Common Stock is
             principally traded for the five trading days immediately preceding
             and including the date the option is granted or, if such security
             is not traded on an exchange, the average last reported sale price
             for the five-day period on the NASDAQ National Market List, or the
             average of the closing bid prices for the five-day period last
             quoted by an established quotation service for over-the-counter
             securities, or if none of the above shall apply, the last price
             paid for shares of the Common Stock by independent investors in a
             private placement.

6.   Exercise of Options
     -------------------

     A.   Exercise/Consideration
          ----------------------

     An option may be exercised in accordance with the instructions described in
"The  Guide for  Employees  of  Thermo  Electron  Stock  Option  Plans"  and any
supplement thereto as they may be amended from time to time (the "Guide").  Upon
exercise of the option in accordance with the aforementioned  instructions,  the
Company  shall  deliver or cause to be  delivered  to the Optionee the number of
shares then being  purchased,  registered  in the name of the  Optionee or other
person  exercising  the  option.  If any  law or  applicable  regulation  of the
Securities  and Exchange  Commission  or other body having  jurisdiction  in the
premises  shall  require  the  Company  or the  Director  to take any  action in
connection with shares being purchased upon exercise of the option,  exercise of
the option and delivery of the certificate or certificates for such shares shall
be postponed until completion of the necessary  action,  which shall be taken at
the Company's expense.

                                       3
<PAGE>

     B.   Tax Withholding
          ---------------

     No later  than the date on  which  part or all of the  value of any  shares
received  upon  the  exercise  of  an  option  first  becomes  includible  in an
Optionee's gross income for income tax purposes,  the Optionee shall satisfy his
or her  obligations  to pay any  federal,  state or local  taxes  required to be
withheld  with respect to such income in accordance  with the  provisions of the
Guide.  Notwithstanding the foregoing, no election to use shares for the payment
of  withholding  taxes shall be  effective  unless made in  compliance  with any
applicable requirements of Rule 16b-3.

7.   Transferability
     ---------------

     Except  as may be  authorized  by the Board or the  Committee,  in its sole
discretion,  no  option  may be  transferred  other  than by will or the laws of
descent and  distribution,  and during an  Optionee's  lifetime an option may be
exercised  only by him or her (or in the  event of  incapacity,  the  person  or
persons  properly  appointed  to act on his or her  behalf).  The  Board  or the
Committee may, in its discretion,  determine the extent to which options granted
to an Optionee shall be transferable.

8.   Limitation of Rights to Continue as a Director
     ----------------------------------------------

     Neither the Plan,  nor the  quantity of shares  subject to options  granted
under  the  Plan,  nor any  other  action  taken  pursuant  to the  Plan,  shall
constitute or be evidence of any agreement or understanding, express or implied,
that the  Company  will  retain a  Director  for any  period of time,  or at any
particular rate of compensation.

9.   Adjustments in the Event of Certain Transactions
     ------------------------------------------------

     (a) In the event of a stock dividend, stock split or combination of shares,
or other  distribution with respect to holders of Common Stock other than normal
cash dividends, the Board or the Committee will make (i) appropriate adjustments
to the  maximum  number of shares  that may be  delivered  under the Plan  under
Section 4 above,  and (ii)  appropriate  adjustments  to the  number and kind of
shares  of  stock  or  securities   subject  to  options  then   outstanding  or
subsequently  granted,  any  exercise  prices  relating to options and any other
provisions of options affected by such change.

     (b) In the event of any recapitalization, merger or consolidation involving
the  Company,  any  transaction  in which the Company  becomes a  subsidiary  of
another entity, any sale or other disposition of all or a substantial portion of
the assets of the  Company or any  similar  transaction,  as  determined  by the
Board,  the  Board  in  its  discretion  may  make  appropriate  adjustments  to
outstanding  options,   including,   without  limitation:   (i)  accelerate  the
exercisability of the option, or (ii) adjust the terms of the option (whether or
not in a manner that complies  with the  requirements  of Section  424(a) of the
Internal Revenue Code of 1986, as amended (the "Code")),  or (iii) if there is a
survivor or acquiror  entity,  provide for the  assumption of the option by such
survivor  or acquiror  or an  affiliate  thereof or for the grant of one or more
replacement  options by such  survivor or acquiror or an affiliate  thereof,  in
each case on such terms (which may, but need not,  comply with the  requirements
of Section 424(a) of the Code) as the Board may determine, or (iv) terminate the
option  (provided,  that if the  Board  terminates  the  option,  it  shall,  in
connection  therewith,  either (A) accelerate the  exercisability  of the option
prior to such  termination,  or (B)  provide  for a payment to the holder of the


                                       4
<PAGE>

option of cash or other  property or a combination  of cash or other property in
an amount  reasonably  determined by the Board to  approximate  the value of the
option  assuming an exercise  immediately  prior to the  transaction,  or (C) if
there is a survivor  or  acquiror  entity,  provide for the grant of one or more
replacement options pursuant to clause (iii) above), or (v) provide for none of,
or any combination of, the foregoing.

     (c) No fraction of a share or  fractional  shares shall be  purchasable  or
deliverable pursuant to this Section 9.

10.  Limitation of Rights in Option Stock
     ------------------------------------

     The Optionee  shall have no rights as a stockholder in respect of shares as
to which his or her options shall not have been exercised,  certificates  issued
and  delivered and payment as herein  provided  made in full,  and shall have no
rights with respect to such shares not  expressly  conferred by this Plan or the
written agreement evidencing options granted hereunder.

11.  Stock Reserved
     --------------

     The Company  shall at all times during the term of the options  reserve and
keep  available  such number of shares of the Common Stock as will be sufficient
to permit the exercise in full of all options  granted under this Plan and shall
pay  all  other  fees  and  expenses  necessarily  incurred  by the  Company  in
connection therewith.

12.  Securities Laws Restrictions
     ----------------------------

     A.   Investment Representations.
          ---------------------------

     The  Company  may  require  any person to whom an option is  granted,  as a
condition of exercising such option, to give written assurances in substance and
form satisfactory to the Company to the effect that such person is acquiring the
Common Stock subject to the option for his or her own account for investment and
not with any present  intention of selling or otherwise  distributing  the same,
and to such other effects as the Company deems necessary or appropriate in order
to comply with federal and applicable state securities laws.

     B.   Compliance with Securities Laws.
          --------------------------------

     Each  option  shall be  subject  to the  requirement  that if, at any time,
counsel  to the  Company  shall  determine  that the  listing,  registration  or
qualification of the shares subject to such option upon any securities  exchange
or  under  any  state  or  federal  law,  or  the  consent  or  approval  of any
governmental   or  regulatory   body,  or  that  the  disclosure  of  non-public
information  or the  satisfaction  of any  other  condition  is  necessary  as a
condition  of,  or in  connection  with,  the  issuance  or  purchase  of shares
thereunder,  such option may not be exercised,  in whole or in part, unless such
listing,  registration,  qualification,  consent or approval, or satisfaction of
such condition shall have been effected or obtained on conditions  acceptable to
the Board or the  Committee.  Nothing  herein  shall be deemed  to  require  the
Company to apply for or to obtain such listing,  registration or  qualification,
or to satisfy such condition.

                                       5
<PAGE>

13.  Change in Control
     -----------------

     A.   Impact of Event
          ---------------

     In the event of a "Change in  Control"  as defined  in Section  13(B),  the
following  provisions  shall  apply.  If a Change in  Control  occurs  while any
options  are  outstanding,  then,  effective  upon the Change in  Control,  each
outstanding  option under the Plan that was not  previously  vested shall become
immediately exercisable in full.

     B.   Definition of "Change in Control"
          ---------------------------------

     "Change in Control"  means an event or  occurrence  set forth in any one or
more of subsections (a) through (d) below (including an event or occurrence that
constitutes  a  Change  in  Control  under  one  of  such   subsections  but  is
specifically exempted from another such subsection):

     (a) the  acquisition by an individual,  entity or group (within the meaning
of Section  13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of beneficial
ownership of any capital stock of the Company if, after such  acquisition,  such
Person beneficially owns (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) 40% or more of either (i) the  then-outstanding  Common Stock (the
"Outstanding  TMO  Common  Stock")  or (ii)  the  combined  voting  power of the
then-outstanding  securities  of the Company  entitled to vote  generally in the
election of  Directors  (the  "Outstanding  TMO Voting  Securities");  provided,
however,  that for purposes of this subsection  (a), the following  acquisitions
shall not  constitute a Change in Control:  (i) any  acquisition by the Company,
(ii) any acquisition by any employee  benefit plan (or related trust)  sponsored
or maintained by the Company or any  corporation  controlled by the Company,  or
(iii)  any  acquisition  by any  corporation  pursuant  to a  transaction  which
complies with clauses (i) and (ii) of subsection (c) of this definition; or

     (b)  such  time as the  Continuing  Directors  (as  defined  below)  do not
constitute a majority of the Board (or, if applicable, the Board of Directors of
a successor  corporation to the Company),  where the term "Continuing  Director"
means at any date a member  of the Board (i) who was a member of the Board as of
May 14, 2003 or (ii) who was nominated or elected  subsequent to such date by at
least a majority of the Directors who were  Continuing  Directors at the time of
such  nomination or election or whose  election to the Board was  recommended or
endorsed by at least a majority of the Directors who were  Continuing  Directors
at the time of such nomination or election;  provided, however, that there shall
be excluded from this clause (ii) any  individual  whose  initial  assumption of
office  occurred as a result of an actual or  threatened  election  contest with
respect to the election or removal of  Directors  or other actual or  threatened
solicitation of proxies or consents,  by or on behalf of a person other than the
Board; or

     (c)  the   consummation   of  a  merger,   consolidation,   reorganization,
recapitalization  or statutory share exchange involving the Company or a sale or
other  disposition of all or  substantially  all of the assets of the Company in
one or a series of transactions (a "Business Combination"),  unless, immediately
following  such Business  Combination,  each of the following two  conditions is
satisfied: (i) all or substantially all of the individuals and entities who were


                                       6
<PAGE>

the beneficial  owners of the  Outstanding  TMO Common Stock and Outstanding TMO
Voting Securities  immediately prior to such Business  Combination  beneficially
own,  directly or indirectly,  more than 60% of the  then-outstanding  shares of
Common Stock and the combined  voting power of the  then-outstanding  securities
entitled to vote  generally in the election of Directors,  respectively,  of the
resulting or acquiring  corporation  in such Business  Combination  (which shall
include, without limitation, a corporation which as a result of such transaction
owns the Company or substantially all of the Company's assets either directly or
through one or more  subsidiaries)  (such resulting or acquiring  corporation is
referred to herein as the "Acquiring  Corporation")  in  substantially  the same
proportions as their ownership,  immediately prior to such Business Combination,
of the  Outstanding  TMO Common  Stock and  Outstanding  TMO Voting  Securities,
respectively;  and (ii) no Person  (excluding  the Acquiring  Corporation or any
employee benefit plan (or related trust)  maintained or sponsored by the Company
or by the Acquiring Corporation) beneficially owns, directly or indirectly,  40%
or  more of the  then  outstanding  shares  of  common  stock  of the  Acquiring
Corporation,  or of the combined voting power of the then-outstanding securities
of such corporation entitled to vote generally in the election of directors; or

     (d) approval by the  stockholders of the Company of a complete  liquidation
or dissolution of the Company.

14.  Amendment of the Plan
     ---------------------

     The  provisions  of Sections 3 and 5 of the Plan shall not be amended  more
than once every six months,  other than to comport with changes in the Code, the
Employee  Retirement  Income  Security  Act of 1974,  or the  rules  thereunder.
Subject to the  foregoing,  the Board or the Committee may at any time, and from
time to time,  modify or amend the Plan in any  respect,  except  that if at any
time the  approval  of the  Stockholders  of the  Company is required as to such
modification or amendment  under Rule 16b-3,  the Board or the Committee may not
effect such modification or amendment without such approval.

     The  termination  or any  modification  or amendment of the Plan shall not,
without the  consent of an  Optionee,  affect his or her rights  under an option
previously  granted to him or her. With the consent of the  Optionees  affected,
the  Board or the  Committee  may  amend  outstanding  options  in a manner  not
inconsistent  with the Plan. The Board or the Committee  shall have the right to
amend or  modify  the terms and  provisions  of the Plan and of any  outstanding
option to the extent  necessary  to ensure the  qualification  of the Plan under
Rule 16b-3.

15.  Effective Date of the Plan
     --------------------------

     The Plan was  approved by the Board on March 29,  1993 and  approved by the
Stockholders on May 25, 1993.

                                       7
<PAGE>

16.  Notice
     ------

     Any written notice to the Company  required by any of the provisions of the
Plan  shall be  addressed  to the  Secretary  of the  Company  and shall  become
effective when it is received.

17.  Governing Law
     -------------

     The Plan and all  determinations  made and actions  taken  pursuant  hereto
shall be governed by the laws of the State of Delaware.




<
                                       8
<PAGE>
>