Exhibit 10.2

                               STOCK OPTION GRANT
                               (French Associates)

     AUTOMATIC DATA PROCESSING, INC. (the "Company"), pursuant to the 2000 Stock
Option Plan (the "Plan"), hereby irrevocably grants to <<FirstName>>
<<LastName>>, (the "Participant"), on <<Date>> the right and option to purchase
<<Shares>> shares of the Common Stock of the Company on the following terms and
conditions:

1) The option herein granted shall become exercisable in whole or in part as
   follows:

     a) Exercisable as to <<Vesting1>> shares on and after <<Date1>>;

     b)  Exercisable as to an additional  <<Vesting2>>  shares on and after
     <<Date2>>;

     c)  Exercisable as to an additional  <<Vesting3>>  shares on and after
     <<Date3>>;

     d)  Exercisable as to an additional  <<Vesting4>>  shares on and after
     <<Date4>>;

     e) Exercisable in its entirety on and after <<Date5>>; and

     f) Exercisable in full (i) upon the death of the Participant,  or (ii)
     in the event of total and permanent disability of the Participant.

     g) Notwithstanding  the foregoing,  no shares shall become exercisable
     following  termination of the Participant's  employment from the Company or
     any of its subsidiaries (and no shares shall become  exercisable  following
     the Company's  sale of the  subsidiary,  or the Company's or a subsidiary's
     sale of the division or business unit, that employs such Participant).

2) The unexercised portion of the option herein granted shall automatically and
   without notice terminate and become null and void at the time of the earliest
   of the following to occur:

     a) the  expiration  of ten years from the date on which the option was
     granted;

     b) the  expiration  of 60 days  from  the date of  termination  of the
     Participant's employment from the Company (including in connection with the
     sale of the  subsidiary,  division  or  business  unit  that  employs  such
     Participant) or any of its subsidiaries; provided, however, that (i) if the
     Participant's  employment  from  the  Company  or any  of its  subsidiaries
     terminates  because of total and permanent  disability,  the  provisions of
     sub-paragraph  (c) shall apply,  (ii) if the  Participant  shall die during
     employment by the Company or any of its  subsidiaries  or during the 60-day
     period following the date of termination of such employment, the provisions
     of  sub-paragraph  (d) below shall apply,  and (iii) (I) if the Participant
     shall retire (and satisfy the  Company's  criteria for  retirement  at such
     time) from the Company or any of its  subsidiaries,  divisions  or business
     units,  as the case may be,  (II)  shall be at least 55 years of age at the
     time of such  retirement  and (III) (x)  shall  have at least ten  credited
     years of service with the Company and its  subsidiaries at the time of such
     retirement,  the provisions of sub-paragraph  (e) below shall apply, or (y)
     shall have at least five (but less than ten) credited years of service with
     the  Company  and its  subsidiaries  at the  time of such  retirement,  the
     provisions of sub-paragraph (f) below shall apply;

     c) if Section 2(b)(i)  applies,  the expiration of twelve months after
     termination  of  Participant's  employment  from the  Company or any of its
     subsidiaries because of total and permanent disability;  provided, however,
     that if such  Participant  shall die during such twelve month period,  then
     the unexercised portion shall become null and void on the expiration of six
     months after death of the Participant;

     d) if Section  2(b)(ii)  applies,  the  expiration of six months after
     death of the Participant;

     e) if Section 2(b)(iii)(x)  applies, the expiration of 36 months after
     the retirement of Participant;  provided, however, that if such Participant
     shall  die  during  the  36  month  period   following  the  date  of  such
     Participant's  retirement,  then the unexercised  portion shall become null
     and void on the  expiration  of six months after death of the  Participant;
     and

     f) if Section 2(b)(iii)(y)  applies, the expiration of 12 months after
     the retirement of Participant;  provided, however, that if such Participant
     shall  die  during  the  12  month  period   following  the  date  of  such
     Participant's  retirement,  then the unexercised  portion shall become null
     and void on the expiration of six months after death of the Participant.

3) For the avoidance of doubt, and notwithstanding any provision (or
   interpretation) of Section 2 to the contrary, the unexercised portion of the
   option herein granted shall automatically and without notice terminate and
   become null and void upon the expiration of ten years from the date on which
   the option was granted.

4) The full price for each of the shares purchased pursuant to the option
   granted herein shall be <<Share Price>>.

5) Full payment for shares purchased by the Participant shall be made at the
   time of the exercise of the option in whole or in part, and certificates for
   such shares, when appropriate, shall be delivered to the Participant promptly
   thereafter. No shares shall be transferred to the Participant until full
   payment therefore has been made and the Participant shall have none of the
   rights of a shareholder with respect to any shares subject to this option
   until a certificate for such shares shall have been issued.

6) The option herein granted is non-assignable and non-transferable, other than
   by will or by the laws of descent and distribution, and during the
   Participant's lifetime shall be exercisable only by the Participant.

7) In the event of one or more stock splits, stock dividends, stock changes,
   reclassifications, recapitalizations or combinations of shares prior to
   complete exercise of the option herein granted which change the character or
   amount of the shares subject to the option, this option to the extent that it
   shall not have been exercised, shall entitle the Participant or the
   Participant's executors or administrators to receive in substitution such
   number and kind of shares as he, she or they would have been entitled to
   receive if the Participant or the Participant's executors or administrators
   had actually owned the shares subject to this option at the time of the
   occurrence of such change; provided, however that if the change is of such
   nature that the Participant or the Participant's executors or administrators,
   upon exercise of the option, would receive property other than shares of
   stock, then the Board of Directors shall adjust the option so that he, she or
   they shall acquire only shares of stock upon exercise, making such adjustment
   in the number and kind of shares to be received as the Board shall, in its
   sole judgment, deem equitable.

8) The effectiveness of the option granted hereunder is conditioned upon (i) the
   Participant having executed and delivered to the Company in connection with
   previous stock option grants a restrictive covenant, or (ii) the execution
   and delivery by the Participant of the restrictive covenant enclosed
   herewith. If the Participant has not previously executed and delivered to the
   Company a restrictive covenant, the Participant must sign the enclosed
   restrictive covenants and return one to ADP, 1 ADP Boulevard, Roseland, New
   Jersey 07068, Attention Stock Option Group, within six months from the date
   of this option. If the Company does not receive the signed restrictive
   covenant within such six-month period, this option grant shall be terminable
   by the Company.

9) It is understood and agreed that this option has been granted pursuant to the
   Plan adopted by the Board of Directors and stockholders of the Company, which
   shall be governed by, and construed in accordance with, the laws of the State
   of New Jersey.