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                                                                    Exhibit 10.8

                                     FORM OF
                        ADVANTAGE PAYROLL SERVICES, INC.
                             2002 STOCK OPTION PLAN

1.   Purpose.
     -------

          This plan shall be known as the Advantage Payroll Services, Inc. 2002
Stock Option Plan (the "Plan"). The purpose of the Plan shall be to promote the
long-term growth and profitability of Advantage Payroll Services, Inc. (the
"Company") and its Subsidiaries by (i) providing certain directors, officers and
employees of, and certain other individuals who perform services for the
Company, its Subsidiaries or any of the Company's associate offices, or to whom
an offer of employment has been extended by, the Company and its Subsidiaries
with incentives to maximize stockholder value and otherwise contribute to the
success of the Company and (ii) enabling the Company to attract, retain and
reward the best available persons for positions of responsibility. Grants of
incentive or non-qualified stock options, stock appreciation rights ("SARs"),
either alone or in tandem with options, restricted stock, performance awards, or
any combination of the foregoing may be made under the Plan.

2.   Definitions.
     -----------

          (a) "Associate Office" or "Associate" refers to any person or
entity who is party to an associate license agreement entered into with the
Company.

          (b) "Board of Directors" and "Board" mean the board of directors of
the Company.

          (c) "Cause" means the occurrence of one or more of the following
events:

               (i) Commission of a felony or any crime or offense lesser than a
felony involving the property of the Company or a Subsidiary; or

               (ii) Conduct that has caused demonstrable and serious injury to
the Company or a Subsidiary, monetary or otherwise; or

               (iii) Willful refusal to perform or substantial disregard of
duties properly assigned, as determined by the Company or the Board; or

               (iv) Breach of duty of loyalty to the Company or a Subsidiary or
other act of fraud or dishonesty with respect to the Company or a Subsidiary; or






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               (v) With respect to an Associate Office or any employee, officer
or director of that Associate, a material breach by such Associate of its
associate license agreement between the Company and such Associate Office.

          (d) "Change in Control" means the occurrence of one of the following
events:

               (i) if any "person" or "group" as those terms are used in
Sections 13(d) and 14(d) of the Exchange Act or any successors thereto, other
than an Exempt Person, is or becomes the "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act or any successor thereto), directly or indirectly,
of securities of the Company representing 50% or more of the combined voting
power of the Company's then outstanding securities; or

               (ii) during any period of two consecutive years, individuals who
at the beginning of such period constitute the Board and any new directors whose
election by the Board or nomination for election by the Company's stockholders
was approved by at least two-thirds of the directors then still in office who
either were directors at the beginning of the period or whose election was
previously so approved, cease for any reason to constitute a majority thereof;
or

               (iii) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than a merger or
consolidation (A) which would result in all or a portion of the voting
securities of the Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity) more than 50% of the combined voting power
of the voting securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation or (B) by which the corporate
existence of the Company is not affected and following which the Company's chief
executive officer and directors retain their positions with the Company (and
constitute at least a majority of the Board); or

               (iv) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all the Company's assets, other than a sale to
an Exempt Person.

          (e)  "Code" means the Internal Revenue Code of 1986, as amended.

          (f)  "Committee" means the Compensation Committee of the Board, which
shall consist of two or more members of the Board.

          (g) "Common Stock" means the Common Stock, par value $.01 per share,
of the Company, and any other shares into which such stock may be changed by
reason of a recapitalization, reorganization, merger, consolidation or any other
change in the corporate structure or capital stock of the Company.

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          (h) "Competition" is deemed to occur if a person whose employment with
the Company or its Subsidiaries or Associate Offices has terminated obtains a
position as a full-time or part-time employee of, as a member of the board of
directors of, or as a consultant or advisor with or to, or acquires an ownership
interest in excess of 5% of, a corporation, partnership, firm or other entity
that engages in any of the businesses of the Company, any Subsidiary or
Associate Office with which the person was involved in a management role at any
time during his or her last five years of employment with or other service for
the Company, any Subsidiaries or Associate Offices.

          (i) "Disability" means a disability that would entitle an eligible
participant to payment of long-term disability payments under any Company
long-term disability plan under uniform and nondiscriminatory rules for the
administration of this Plan or as otherwise determined by the Committee.

          (j) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

          (k) "Exempt Person" means (i) Willis Stein and its affiliates or (ii)
any person, entity or group under the control of any party included in clauses
(i) or (ii), or (iv) any employee benefit plan of the Company or a trustee or
other administrator or fiduciary holding securities under an employee benefit
plan of the Company.

          (l) "Family Member" has the meaning given to such term in General
Instructions A.1(a)(5) to Form S-8 under the Securities Act of 1933, as amended,
and any successor thereto.

          (m) "Fair Market Value" of a share of Common Stock of the Company
means, as of the date in question, the officially-quoted closing selling price
of the stock (or if no selling price is quoted, the bid price) on the principal
securities exchange on which the Common Stock is then listed for trading
(including for this purpose the Nasdaq National Market) (the "Market") for the
applicable trading day or, if the Common Stock is not then listed or quoted in
the Market, the Fair Market Value shall be the fair value of the Common Stock
determined in good faith by the Board; provided, however, that when shares
received upon exercise of an option are immediately sold in the open market, the
net sale price received may be used to determine the Fair Market Value of any
shares used to pay the exercise price or applicable withholding taxes and to
compute the withholding taxes.

          (n) "Incentive Stock Option" means an option conforming to the
requirements of Section 422 of the Code and any successor thereto.

          (o) "Non-Employee Director" has the meaning given to such term in Rule
16b-3 under the Exchange Act and any successor thereto.

          (p) "Non-qualified Stock Option" means any stock option other than an
Incentive Stock Option.

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          (q) "Other Company Securities" mean securities of the Company other
than Common Stock, which may include, without limitation, unbundled stock units
or components thereof, debentures, preferred stock, warrants and securities
convertible into or exchangeable for Common Stock or other property.

          (r) "Retirement" of a participant in this Plan means retirement as
defined under any tax-qualified Company pension plan in which the individual
participates; or, if none, as defined by the Committee under uniform and
nondiscriminatory rules for the administration of the Plan.

          (s) "Solicitation" is deemed to occur if a person obtains a position
with the Company or its Subsidiaries or Associate Offices has (i) induced or
attempted to induce any employee of the Company, any Subsidiary or Associate
Office to leave the employ of the Company or such Subsidiary or Associate
Office, or in any way interfered with the relationship between the Company, any
Subsidiary or Associate Office and any employee thereof, (ii) hired any person
who was an employee of the Company, any Subsidiary or Associate Office at any
time during the Employment Period or (iii) induced or attempted to induce any
customer, supplier, licensee, licensor, Associate or other business relation of
the Company, any Subsidiary or Associate Office to cease doing business with the
Company, such Subsidiary or Associate Office, or in any way interfered with the
relationship between any such customer, supplier, licensee or business relation
and the Company or any Subsidiary (including, without limitation, making any
negative statements or communications about the Company or its Subsidiaries).

          (t) "Subsidiary" means a corporation or other entity of which
outstanding shares or ownership interests representing 50% or more of the
combined voting power of such corporation or other entity entitled to elect the
management thereof, or such lesser percentage as may be approved by the
Committee, are owned directly or indirectly by the Company.

3.   Administration.
     --------------

          The Plan shall be administered by the Committee; provided that the
Board may, in its discretion, at any time and from time to time, resolve to
administer the Plan, in which case the term "Committee" shall be deemed to mean
the Board for all purposes herein. Subject to the provisions of the Plan, the
Committee shall be authorized to (i) select persons to participate in the Plan,
(ii) determine the form and substance of grants made under the Plan to each
participant, and the conditions and restrictions, if any, subject to which such
grants will be made, (iii) certify that the conditions and restrictions
applicable to any grant have been met, (iv) modify the terms of grants made
under the Plan, (v) interpret the Plan and grants made thereunder, (vi) make any
adjustments necessary or desirable in connection with grants made under the Plan
to eligible participants located outside the United States and (vii) adopt,
amend, or rescind such rules and regulations, and make such other
determinations, for carrying out the Plan as it may deem appropriate. Decisions
of the Committee on all matters relating to the Plan shall be in the Committee's
sole discretion and shall be conclusive and binding on all parties. The
validity, construction, and effect of the Plan and any rules and regulations
relating to the Plan shall be determined in accordance with applicable federal
and state laws and rules and regulations promulgated pursuant thereto. No member
of the

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Committee and no officer of the Company shall be liable for any action taken or
omitted to be taken by such member, by any other member of the Committee or by
any officer of the Company in connection with the performance of duties under
the Plan, except for such person's own willful misconduct or as expressly
provided by statute.

          The expenses of the Plan shall be borne by the Company. The Plan shall
not be required to establish any special or separate fund or make any other
segregation of assets to assume the payment of any award under the Plan, and
rights to the payment of such awards shall be no greater than the rights of the
Company's general creditors.

4.   Shares Available for the Plan.
     -----------------------------

          Subject to adjustments as provided in Section 15, an aggregate of
2,150,000 shares of Common Stock (the "Shares") may be issued pursuant to the
Plan. Such Shares may be in whole or in part authorized and unissued or held by
the Company as treasury shares. If any grant under the Plan expires or
terminates unexercised, becomes unexercisable or is forfeited as to any Shares,
or is tendered or withheld as to any shares in payment of the exercise price of
the grant or the taxes payable with respect to the exercise, then such
unpurchased, forfeited, tendered or withheld Shares shall thereafter be
available for further grants under the Plan unless, in the case of options
granted under the Plan, related SARs are exercised.

          Without limiting the generality of the foregoing provisions of this
Section 4 or the generality of the provisions of Sections 3, 6 or 17 or any
other section of this Plan, the Committee may, at any time or from time to time,
and on such terms and conditions (that are consistent with and not in
contravention of the other provisions of this Plan) as the Committee may, in its
sole discretion, determine, enter into agreements (or take other actions with
respect to the options) for new options containing terms (including exercise
prices) more (or less) favorable than the outstanding options.

5.   Participation.
     -------------

          Participation in the Plan shall be limited to those directors
(including Non-Employee Directors), officers (including non-employee officers)
and employees of, and other individuals performing services for the Company, its
Subsidiaries or any Associate Offices, or to whom an offer of employment has
been extended by, the Company and its Subsidiaries selected by the Committee
(including participants located outside the United States). Nothing in the Plan
or in any grant thereunder shall confer any right on a participant to continue
in the employ as a director or officer of or in the performance of services for
the Company or shall interfere in any way with the right of the Company to
terminate the employment or performance of services or to reduce the
compensation or responsibilities of a participant at any time. By accepting any
award under the Plan, each participant and each person claiming under or through
him or her shall be conclusively deemed to have indicated his or her acceptance
and ratification of, and consent to, any action taken under the Plan by the
Company, the Board or the Committee.

                                    - 5 -

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          Incentive Stock Options or Non-qualified Stock Options, SARs alone or
in tandem with options, restricted stock awards, performance awards, or any
combination thereof, may be granted to such persons and for such number of
Shares as the Committee shall determine (such individuals to whom grants are
made being sometimes herein called "optionees" or "grantees," as the case may
be). Determinations made by the Committee under the Plan need not be uniform and
may be made selectively among eligible individuals under the Plan, whether or
not such individuals are similarly situated. A grant of any type made hereunder
in any one year to an eligible participant shall neither guarantee nor preclude
a further grant of that or any other type to such participant in that year or
subsequent years.

6.   Incentive and Non-qualified Options and SARs.
     --------------------------------------------

          The Committee may from time to time grant to eligible participants
Incentive Stock Options, Non-qualified Stock Options, or any combination
thereof; provided that the Committee may grant Incentive Stock Options only to
eligible employees of the Company or its subsidiaries (as defined for this
purpose in Section 424(f) of the Code or any successor thereto). In any one
calendar year, the Committee shall not grant to any one participant options or
SARs to purchase a number of shares of Common Stock in excess of 25% of the
total number of Shares authorized under the Plan pursuant to Section 4. The
options granted shall take such form as the Committee shall determine, subject
to the following terms and conditions.

          It is the Company's intent that Non-qualified Stock Options granted
under the Plan not be classified as Incentive Stock Options, that Incentive
Stock Options be consistent with and contain or be deemed to contain all
provisions required under Section 422 of the Code and any successor thereto, and
that any ambiguities in construction be interpreted in order to effectuate such
intent. If an Incentive Stock Option granted under the Plan does not qualify as
such for any reason, then to the extent of such non-qualification, the stock
option represented thereby shall be regarded as a Non-qualified Stock Option
duly granted under the Plan, provided that such stock option otherwise meets the
Plan's requirements for Non-qualified Stock Options.

          (a) Price. The price per Share deliverable upon the exercise of each
option ("exercise price") shall be established by the Committee, except that in
the case of the grant of any Incentive Stock Option, the exercise price may not
be less than 100% of the Fair Market Value of a share of Common Stock as of the
date of grant of the option, and in the case of the grant of any Incentive Stock
Option to an employee who, at the time of the grant, owns more than 10% of the
total combined voting power of all classes of stock of the Company or any of its
Subsidiaries, the exercise price may not be less than 110% of the Fair Market
Value of a share of Common Stock as of the date of grant of the option, in each
case unless otherwise permitted by Section 422 of the Code or any successor
thereto.

          (b) Payment. Options may be exercised, in whole or in part, upon
payment of the exercise price of the Shares to be acquired. Unless otherwise
determined by the Committee, payment shall be made (i) in cash (including check,
bank draft, money order or wire transfer of immediately available funds), (ii)
by delivery of outstanding shares of Common Stock with a Fair Market Value


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on the date of exercise equal to the aggregate exercise price payable with
respect to the options' exercise, (iii) by simultaneous sale through a broker
reasonably acceptable to the Committee of Shares acquired on exercise, as
permitted under Regulation T of the Federal Reserve Board, (iv) by authorizing
the Company to withhold from issuance a number of Shares issuable upon exercise
of the options which, when multiplied by the Fair Market Value of a share of
Common Stock on the date of exercise, is equal to the aggregate exercise price
payable with respect to the options so exercised or (v) by any combination of
the foregoing. Options may also be exercised upon payment of the exercise price
of the Shares to be acquired by delivery of the optionee's promissory note, but
only to the extent specifically approved by and in accordance with the policies
of the Committee.

          In the event a grantee elects to pay the exercise price payable with
respect to an option pursuant to clause (ii) above, (A) only a whole number of
share(s) of Common Stock (and not fractional shares of Common Stock) may be
tendered in payment, (B) such grantee must present evidence acceptable to the
Company that he or she has owned any such shares of Common Stock tendered in
payment of the exercise price (and that such tendered shares of Common Stock
have not been subject to any substantial risk of forfeiture) for at least six
months prior to the date of exercise, and (C) Common Stock must be delivered to
the Company. Delivery for this purpose may, at the election of the grantee, be
made either by (A) physical delivery of the certificate(s) for all such shares
of Common Stock tendered in payment of the price, accompanied by duly executed
instruments of transfer in a form acceptable to the Company, or (B) direction to
the grantee's broker to transfer, by book entry, of such shares of Common Stock
from a brokerage account of the grantee to a brokerage account specified by the
Company. When payment of the exercise price is made by delivery of Common Stock,
the difference, if any, between the aggregate exercise price payable with
respect to the option being exercised and the Fair Market Value of the shares of
Common Stock tendered in payment (plus any applicable taxes) shall be paid in
cash. No grantee may tender shares of Common Stock having a Fair Market Value
exceeding the aggregate exercise price payable with respect to the option being
exercised (plus any applicable taxes).

          In the event a grantee elects to pay the exercise price payable with
respect to an option pursuant to clause (iv) above, (A) only a whole number of
Share(s) (and not fractional Shares) may be withheld in payment and (B) such
grantee must present evidence acceptable to the Company that he or she has owned
a number of shares of Common Stock at least equal to the number of Shares to be
withheld in payment of the exercise price (and that such owned shares of Common
Stock have not been subject to any substantial risk of forfeiture) for at least
six months prior to the date of exercise. When payment of the exercise price is
made by withholding of Shares, the difference, if any, between the aggregate
exercise price payable with respect to the option being exercised and the Fair
Market Value of the Shares withheld in payment (plus any applicable taxes) shall
be paid in cash. No grantee may authorize the withholding of Shares having a
Fair Market Value exceeding the aggregate exercise price payable with respect to
the option being exercised (plus any applicable taxes). Any withheld Shares
shall no longer be issuable under such option (except pursuant to any Reload
Option (as defined below) with respect to any such withheld Shares).

          (c) Terms of Options. The term during which each option may be
exercised shall be determined by the Committee, but if required by the Code and
except as otherwise provided

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herein, no option shall be exercisable in whole or in part more than ten years
from the date it is granted, and no Incentive Stock Option granted to an
employee who at the time of the grant owns more than 10% of the total combined
voting power of all classes of stock of the Company or any of its Subsidiaries
shall be exercisable more than five years from the date it is granted. All
rights to purchase Shares pursuant to an option shall, unless sooner terminated,
expire at the date designated by the Committee. The Committee shall determine
the date on which each option shall become exercisable and may provide that an
option shall become exercisable in installments. The Shares constituting each
installment may be purchased in whole or in part at any time after such
installment becomes exercisable, subject to such minimum exercise requirements
as may be designated by the Committee. Prior to the exercise of an option and
delivery of the Shares represented thereby, the optionee shall have no rights as
a stockholder with respect to any Shares covered by such outstanding option
(including any dividend or voting rights).

          (d) Limitations on Grants. If required by the Code, the aggregate Fair
Market Value (determined as of the grant date) of Shares for which an Incentive
Stock Option is exercisable for the first time during any calendar year under
all equity incentive plans of the Company and its Subsidiaries (as defined in
Section 422 of the Code or any successor thereto) may not exceed $100,000.

          (e) Termination; Forfeiture

               (a) Death or Disability. If a participant ceases to be a
director, officer or employee of, or to perform other services for the Company,
any Subsidiary or any of the Associate Offices, due to death or Disability, all
of the participant's options and SARs that were exercisable on the date of Death
or Disability shall remain exercisable for, and shall otherwise terminate at the
end of, a period of 180 days from the date of such death or Disability, but in
no event after the expiration date of the options or SARs; provided, however,
that such option and SARS may become fully vested and exercisable in the
discretion of the Committee; provided further that the participant does not
engage in Competition during such 180-day period unless he or she received
written consent to do so from the Board or the Committee. Notwithstanding the
foregoing, if the Disability giving rise to the termination of employment is not
within the meaning of Section 22(e)(3) of the Code or any successor thereto,
Incentive Stock Options not exercised by such participant within 90 days after
the date of termination of employment will cease to qualify as Incentive Stock
Options and will be treated as Non-qualified Stock Options under the Plan if
required to be so treated under the Code.

               (b) Retirement. If a participant ceases to be a director, officer
or employee of, or to perform other services for, the Company, any Subsidiary or
any of the Associate Offices upon the occurrence of his or her Retirement, (A)
all of the participant's options and SARs that were exercisable on the date of
Retirement shall remain exercisable for, and shall otherwise terminate at the
end of, a period of 90 days after the date of Retirement, but in no event after
the expiration date of the options or SARs; provided that the participant does
not engage in Competition during such 90-day period unless he or she receives
written consent to do so from the Board or the Committee, and (B) all of the
participant's options and SARs that were not exercisable on the date of
Retirement


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shall be forfeited immediately upon such Retirement; provided, however, that
such options and SARs may become fully vested and exercisable in the discretion
of the Committee. Notwithstanding the foregoing, Incentive Stock Options not
exercised by such participant within 90 days after Retirement will cease to
qualify as Incentive Stock Options and will be treated as Non-qualified Stock
Options under the Plan if required to be so treated under the Code.

               (c) Discharge for Cause. If a participant ceases to be a
director, officer or employee of, or to perform other services for the Company,
a Subsidiary or any of the Associate Offices, due to Cause, or if a participant
does not become a director, officer or employee of, or does not begin performing
other services for, the Company or a Subsidiary for any reason, all of the
participant's options and SARs shall expire and be forfeited immediately upon
such cessation or non-commencement, whether or not then exercisable.

               (d) Other Termination. Unless otherwise determined by the
Committee, if a participant ceases to be a director, officer or employee of, or
to otherwise perform services for the Company, a Subsidiary or any of the
Associate Offices, for any reason other than death, Disability, Retirement or
Cause, (A) all of the participant's options and SARs that were exercisable on
the date of such cessation shall remain exercisable for, and shall otherwise
terminate at the end of, a period of 60 days after the date of such cessation,
but in no event after the expiration date of the options or SARs; provided that
the participant does not engage in Competition during such 60-day period unless
he or she receives written consent to do so from the Board or the Committee, and
(B) all of the participant's options and SARs that were not exercisable on the
date of such cessation shall be forfeited immediately upon such cessation.

               (e) Change in Control. If there is a Change in Control of the
Company, the Committee shall have, in its discretion, the authority to either
(i) grant that all of the participant's options and SARs fully vest and become
exercisable upon such Change in Control and remain so until the expiration date
of the options or SARS or (ii) permit for such options to be converted into and
deemed to constitute an option to acquire, on the same terms and conditions as
were applicable under this Plan, the same number of shares of stock under the
acquiror's stock plan.

             (f) Forfeiture. If a participant exercises any of his or her
options or SARs and (i) engages in Competition or Solicitation without having re
ceived written consent to do so from the Board or the Committee or (ii) with
respect to Shares granted in connection with individuals who perform services
for the Associate Offices, breaches its associate license agreement between the
Company and such Associate Office, then the participant may, in the discretion
of the Committee, be required to pay the Company the gain represented by the
difference between the aggregate selling price of the Shares acquired upon the
options'exercise (or, if the Shares were not then sold, their aggregate Fair
Market Value on the date of exercise) and the aggregate exercise price of the
options exercised (the "Option Gain"), without regard to any subsequent
increase or decrease in the Fair Market Value of the Common Stock. In addition,
the Company may, in its discretion, deduct from any payment of any kind
(including salary or bonus) otherwise due to any such participant an amount
equal to the Option Gain.


                                     - 9 -


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          (g) Grant of Reload Options. The Committee may provide (either at the
time of grant or exercise of an option), in its discretion, for the grant to a
grantee who exercises all or any portion of an option ("Exercised Options") and
who pays all or part of such exercise price with shares of Common Stock, of an
additional option (a "Reload Option") for a number of shares of Common Stock
equal to the sum (the "Reload Number") of the number of shares of Common Stock
tendered or withheld in payment of such exercise price for the Exercised Options
plus, if so provided by the Committee, the number of shares of Common Stock, if
any, tendered or withheld by the grantee or withheld by the Company in
connection with the exercise of the Exercised Options to satisfy any federal,
state or local tax withholding requirements. The terms of each Reload Option,
including the date of its expiration and the terms and conditions of its
exercisability and transferability, shall be the same as the terms of the
Exercised Option to which it relates, except that (i) the grant date for each
Reload Option shall be the date of exercise of the Exercised Option to which it
relates and (ii) the exercise price for each Reload Option shall be the Fair
Market Value of the Common Stock on the grant date of the Reload Option.

7.   Stock Appreciation Rights.
     -------------------------

          The Committee shall have the authority to grant SARs under this Plan,
either alone or to any optionee in tandem with options (either at the time of
grant of the related option or thereafter by amendment to an outstanding
option). SARs shall be subject to such terms and conditions as the Committee may
specify.

          No SAR may be exercised unless the Fair Market Value of a share of
Common Stock of the Company on the date of exercise exceeds the exercise price
of the SAR or, in the case of SARs granted in tandem with options, any options
to which the SARs correspond. Prior to the exercise of the SAR and delivery of
the cash and/or Shares represented thereby, the participant shall have no rights
as a stockholder with respect to Shares covered by such outstanding SAR
(including any dividend or voting rights).

          SARs granted in tandem with options shall be exercisable only when, to
the extent and on the conditions that any related option is exercisable. The
exercise of an option shall result in an immediate forfeiture of any related SAR
to the extent the option is exercised, and the exercise of an SAR shall cause an
immediate forfeiture of any related option to the extent the SAR is exercised.

          Upon the exercise of an SAR, the participant shall be entitled to a
distribution in an amount equal to the difference between the Fair Market Value
of a share of Common Stock on the date of exercise and the exercise price of the
SAR or, in the case of SARs granted in tandem with options, any option to which
the SAR is related, multiplied by the number of Shares as to which the SAR is
exercised. The Committee shall decide whether such distribution shall be in
cash, in Shares having a Fair Market Value equal to such amount, in Other
Company Securities having a Fair Market Value equal to such amount or in a
combination thereof.


                                     - 10 -


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          All SARs will be exercised automatically on the last day prior to the
expiration date of the SAR or, in the case of SARs granted in tandem with
options, any related option, so long as the Fair Market Value of a share of
Common Stock on that date exceeds the exercise price of the SAR or any related
option, as applicable. An SAR granted in tandem with options shall expire at the
same time as any related option expires and shall be transferable only when, and
under the same conditions as, any related option is transferable.

8.   Restricted Stock.
     ----------------


          The Committee may at any time and from time to time grant Shares of
restricted stock under the Plan to such participants and in such amounts as it
determines. Each grant of restricted stock shall specify the applicable
restrictions on such Shares, the duration of such restrictions (which shall be
at least six months except as otherwise determined by the Committee or provided
in the third paragraph of this Section 8), and the time or times at which such
restrictions shall lapse with respect to all or a specified number of Shares
that are part of the grant.

          The participant will be required to pay the Company the aggregate par
value of any Shares of restricted stock (or such larger amount as the Board may
determine to constitute capital under Section 154 of the Delaware General
Corporation Law, as amended, or any successor thereto) within ten days of the
date of grant, unless such Shares of restricted stock are treasury shares.
Unless otherwise determined by the Committee, certificates representing Shares
of restricted stock granted under the Plan will be held in escrow by the Company
on the participant's behalf during any period of restriction thereon and will
bear an appropriate legend specifying the applicable restrictions thereon, and
the participant will be required to execute a blank stock power therefor. Except
as otherwise provided by the Committee, during such period of restriction the
participant shall have all of the rights of a holder of Common Stock, including
but not limited to the rights to receive dividends and to vote, and any stock or
other securities received as a distribution with respect to such participant's
restricted stock shall be subject to the same restrictions as then in effect for
the restricted stock.

          Except as otherwise provided by the Committee, immediately prior to a
Change in Control, or at such time as a participant ceases to be a director,
officer or employee of, or to otherwise perform services for the Company and its
Subsidiaries or any of the Associate Offices, due to death, Disability or
Retirement during any period of restriction, all restrictions on Shares granted
to such participant shall lapse. At such time as a participant ceases to be, or
in the event a participant does not become, a director, officer or employee of,
or otherwise performing services for the Company, its Subsidiaries or any of the
Associate Offices, the Company or its Subsidiaries for any other reason, all
Shares of restricted stock granted to such participant on which the restrictions
have not lapsed shall be immediately forfeited to the Company.

9.   Performance Awards.
     ------------------

          Performance awards may be granted to participants at any time and from
time to time as determined by the Committee. The Committee shall have complete
discretion in determining the

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<PAGE>



size and composition of performance awards granted to a participant and the
appropriate period over which performance is to be measured (a "performance
cycle"). Performance awards may include (i) specific dollar-value target awards
(ii) performance units, the value of each such unit being determined by the
Committee at the time of issuance, and/or (iii) performance Shares, the value of
each such Share being equal to the Fair Market Value of a share of Common Stock.

          The value of each performance award may be fixed or it may be
permitted to fluctuate based on a performance factor (e.g., return on equity)
selected by the Committee.

          The Committee shall establish performance goals and objectives for
each performance cycle on the basis of such criteria and objectives as the
Committee may select from time to time, including, without limitation, the
performance of the participant, the Company, one or more of its Subsidiaries or
divisions or any combination of the foregoing. During any performance cycle, the
Committee shall have the authority to adjust the performance goals and
objectives for such cycle for such reasons as it deems equitable.

          The Committee shall determine the portion of each performance award
that is earned by a participant on the basis of the Company's performance over
the performance cycle in relation to the performance goals for such cycle. The
earned portion of a performance award may be paid out in Shares, cash, Other
Company Securities, or any combination thereof, as the Committee may determine.

          A participant must be a director, officer or employee of, or otherwise
perform services for, the Company, its Subsidiaries or one of its Associate
Offices at the end of the performance cycle in order to be entitled to payment
of a performance award issued in respect of such cycle; provided, however, that
except as otherwise determined by the Committee, if a participant ceases to be a
director, officer or employee of, or to otherwise perform services for the
Company and its Subsidiaries or any of its Associate Offices, upon his or her
death, Retirement, or Disability prior to the end of the performance cycle, the
participant shall earn a proportionate portion of the performance award based
upon the elapsed portion of the performance cycle and the Company's performance
over that portion of such cycle.

          In the event of a Change in Control, a participant shall earn no less
than the portion of the performance award that the participant would have earned
if the applicable performance cycle(s) had terminated as of the date of the
Change in Control.

10.  Withholding Taxes.
     -----------------

     (a) Participant Election. Unless otherwise determined by the Committee, a
participant may elect to deliver shares of Common Stock (or have the Company
withhold shares acquired upon exercise of an option or SAR or deliverable upon
grant or vesting of restricted stock, as the case may be) to satisfy, in whole
or in part, the amount the Company is required to withhold for taxes in
connection with the exercise of an option or SAR or the delivery of restricted
stock upon grant or vesting, as the case may be. Such election must be made on
or before the date the amount of tax to

                                     - 12 -


<PAGE>


be withheld is determined. Once made, the election shall be irrevocable. The
fair market value of the shares to be withheld or delivered will be the Fair
Market Value as of the date the amount of tax to be withheld is determined. In
the event a participant elects to deliver or have the Company withhold shares of
Common Stock pursuant to this Section 10(a), such delivery or withholding must
be made subject to the conditions and pursuant to the procedures set forth in
Section 6(b) with respect to the delivery or withholding of Common Stock in
payment of the exercise price of options.

     (b) Company Requirement. The Company may require, as a condition to any
grant or exercise under the Plan or to the delivery of certificates for Shares
issued hereunder, that the grantee make provision for the payment to the
Company, either pursuant to Section 10(a) or this Section 10(b), of federal,
state or local taxes of any kind required by law to be withheld with respect to
any grant or delivery of Shares. The Company, to the extent permitted or
required by law, shall have the right to deduct from any payment of any kind
(including salary or bonus) otherwise due to a grantee, an amount equal to any
federal, state or local taxes of any kind required by law to be withheld with
respect to any grant or delivery of Shares under the Plan.

11.  Written Agreement; Vesting.
     --------------------------

          Each employee to whom a grant is made under the Plan shall enter into
a written agreement with the Company that shall contain such provisions,
including without limitation vesting requirements, consistent with the
provisions of the Plan, as may be approved by the Committee. Unless the
Committee determines otherwise and except as otherwise provided in Sections 6,
7, 8 and 9 in connection with a Change in Control or certain occurrences of
termination, no grant under this Plan may be exercised, and no restrictions
relating thereto may lapse, within six months of the date such grant is made.

12.  Transferability.
     ---------------

          Unless the Committee determines otherwise, no option, SAR, performance
award or restricted stock granted under the Plan shall be transferable by a
participant other than by will or the laws of descent and distribution or to a
participant's Family Member by gift. Unless the Committee determines otherwise,
an option, SAR or performance award may be exercised only by the optionee or
grantee thereof; by his or her Family Member if such person has acquired the
option, SAR or performance award by gift; by the executor or administrator of
the estate of any of the foregoing or any person to whom the Option is
transferred by will or the laws of descent and distribution; or by the guardian
or legal representative of any of the foregoing; provided that Incentive Stock
Options may be exercised by any Family Member, guardian or legal representative
only if permitted by the Code and any regulations thereunder. All provisions of
this Plan shall in any event continue to apply to any option, SAR, performance
award or restricted stock granted under the Plan and transferred as permitted by
this Section 12, and any transferee of any such option, SAR, performance award
or restricted stock shall be bound by all provisions of this Plan as and to the
same extent as the applicable original grantee.

13.  Listing, Registration and Qualification.
     ---------------------------------------

                                     - 13 -


<PAGE>




          If the Committee determines that the listing, registration or
qualification upon any securities exchange or under any law of Shares subject to
any option, SAR, performance award or restricted stock grant is necessary or
desirable as a condition of, or in connection with, the granting of same or the
issue or purchase of Shares thereunder, no such option or SAR may be exercised
in whole or in part, no such performance award may be paid out, and no Shares
may be issued, unless such listing, registration or qualification is effected
free of any conditions not acceptable to the Committee.

14.  Transfer of Employee.
     --------------------

          The transfer of an employee from the Company to a Subsidiary, from a
Subsidiary to the Company, or from one Subsidiary to another shall not be
considered a termination of employment; nor shall it be considered a termination
of employment if an employee is placed on military or sick leave or such other
leave of absence which is considered by the Committee as continuing intact the
employment relationship.

15.  Adjustments.
     -----------

          In the event of a reorganization, recapitalization, stock split, stock
dividend, combination of shares, merger, consolidation, distribution of assets,
or any other change in the corporate structure or shares of the Company, the
Committee shall make such adjustment as it deems appropriate in the number and
kind of Shares or other property available for issuance under the Plan
(including, without limitation, the total number of Shares available for
issuance under the Plan pursuant to Section 4), in the number and kind of
options, SARs, Shares or other property covered by grants previously made under
the Plan, and in the exercise price of outstanding options and SARs. Any such
adjustment shall be final, conclusive and binding for all purposes of the Plan.
In the event of any merger, consolidation or other reorganization in which the
Company is not the surviving or continuing corporation or in which a Change in
Control is to occur, all of the Company's obligations regarding options, SARs,
performance awards, and restricted stock that were granted hereunder and that
are outstanding on the date of such event shall, on such terms as may be
approved by the Committee prior to such event, be assumed by the surviving or
continuing corporation or canceled in exchange for property (including cash).

          Without limitation of the foregoing, in connection with any
transaction of the type specified by clause (iii) of the definition of a Change
in Control in Section 2(c), the Committee may, in its discretion, (i) cancel any
or all outstanding options under the Plan in consideration for payment to the
holders thereof of an amount equal to the portion of the consideration that
would have been payable to such holders pursuant to such transaction if their
options had been fully exercised immediately prior to such transaction, less the
aggregate exercise price that would have been payable therefor, or (ii) if the
amount that would have been payable to the option holders pursuant to such
transaction if their options had been fully exercised immediately prior thereto
would be equal to or less than the aggregate exercise price that would have been
payable therefor, cancel any or all such options for no consideration or payment
of any kind. Payment of any amount payable pursuant to the preceding sentence
may be made in cash or, in the event that the consideration to be received in

                                     - 14 -


<PAGE>

such transaction includes securities or other property, in cash and/or
securities or other property in the Committee's discretion.

16.  Amendment and Termination of the Plan.
     -------------------------------------

          The Board of Directors or the Committee, without approval of the
stockholders, may amend or terminate the Plan, except that no amendment shall
become effective without prior approval of the stockholders of the Company if
stockholder approval would be required by applicable law or regulations,
including if required for continued compliance with the performance-based
compensation exception of Section 162(m) of the Code or any successor thereto,
under the provisions of Section 422 of the Code or any successor thereto, or by
any listing requirement of the principal stock exchange on which the Common
Stock is then listed.

17.  Amendment or Substitution of Awards under the Plan.
     --------------------------------------------------

          The terms of any outstanding award under the Plan may be amended from
time to time by the Committee in its discretion in any manner that it deems
appropriate (including, but not limited to, acceleration of the date of exercise
of any award and/or payments thereunder or of the date of lapse of restrictions
on Shares); provided that, except as otherwise provided in Section 15, no such
amendment shall adversely affect in a material manner any right of a participant
under the award without his or her written consent, and provided further that
the Committee shall not reduce the exercise price of any options or SARs awarded
under the Plan without approval of the stockholders of the Company. The
Committee may, in its discretion, permit holders of awards under the Plan to
surrender outstanding awards in order to exercise or realize rights under other
awards, or in exchange for the grant of new awards, or require holders of awards
to surrender outstanding awards as a condition precedent to the grant of new
awards under the Plan.

18.  Commencement Date; Termination Date.
     -----------------------------------

          The date of commencement of the Plan shall be __________, 2002,
subject to approval by the shareholders of the Company. If required by the Code,
the Plan will also be subject to reapproval by the shareholders of the Company
prior to __________, 2007.

          Unless previously terminated upon the adoption of a resolution of the
Board terminating the Plan, the Plan shall terminate at the close of business
on __________, 2012. No termination of the Plan shall materially and adversely
affect any of the rights or obligations of any person, without his or her
written consent, under any grant of options or other incentives theretofore
granted under the Plan.

19.  Severability. Whenever possible, each provision of the Plan shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of the Plan is held to be prohibited by or invalid under
applicable law, such provision shall be ineffective only to the extent of such
prohibition or invalidity, without invalidating the remainder of the Plan.

                                     - 15 -

<PAGE>

20.  Governing Law. The Plan shall be governed by the corporate laws of the
State of Delaware, without giving effect to any choice of law provisions that
might otherwise refer construction or interpretation of the Plan to the
substantive law of another jurisdiction.


                                     - 16 -