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                                                                    EXHIBIT 4.03

                           CBS EMPLOYER SERVICES, INC.

                     2000 STOCK OPTION/STOCK ISSUANCE PLAN,

                             AS AMENDED AND RESTATED

        1. Purpose. This 2000 Stock Option/Stock Issuance Plan, as Amended and
Restated (the "Plan") is intended to promote the interests of CBS EMPLOYER
SERVICES, INC. (the "Company") by giving incentives to the eligible officers and
other employees and directors of and consultants and advisors to the Company,
any present or future parent (if any) and any present or future subsidiaries of
the Company including, without limitation, CBS CORPORATE SERVICES, INC.
(collectively, "Related Corporations") through providing opportunities to
acquire stock in the Company. As used herein, the terms "parent" and
"subsidiary" mean "parent corporation" and "subsidiary corporation",
respectively, as those terms are defined in Sections 424(e) and 424(f) or
successor provisions of the Internal Revenue Code of 1986 as amended from time
to time (the "Code").

        2. Structure of the Plan. The Plan permits the following separate types
of grant:

           A. Options may be granted hereunder to purchase shares of common
stock of the Company. These options may meet the requirements of Section 422 of
the Code ("Incentive Stock Options" or "ISOs"); or, they may not qualify as ISOs
("Non-Qualified Options"). Both ISOs and Non-Qualified Options are sometimes
referred to hereinafter as "Options".

           B. Awards of stock in the Company ("Awards") may be granted.

           C. Opportunities to make direct purchases of stock in the Company
("Purchases") may be authorized.

Options, Awards and authorizations to make Purchases are sometimes referred to
hereinafter as "Stock Rights".

        3. Administration of the Plan.

           A. The Plan shall be administered by the Board of Directors of the
Company (the "Board"). The Board may in its sole discretion grant Options,
authorize Purchases and grant Awards, as provided in the Plan. The Board shall
have full power and authority, subject to the express provisions of the Plan, to
construe and interpret the Plan and all Option agreements, Purchase
authorizations and Award grants thereunder, to establish, amend and rescind such
rules and regulations as it may deem appropriate for the proper administration
of the Plan, to determine in each case the terms and provisions which shall
apply to a particular Option agreement, Purchase authorization, or Award grant,
and to make all other determinations which are, in the Board's judgment,
necessary or desirable for the proper administration of the Plan. The Board may
correct any defect, supply any omission or reconcile any inconsistency in the
Plan or in any Option agreement, Purchase authorization or Award grant in the
manner and to the extent it shall, in its sole discretion, consider expedient.
Decisions of the Board shall be final and binding on all parties who have an
interest in the Plan or any Option, Purchase, Award, or stock issuance
thereunder. No director or person acting pursuant to authority delegated by the
Board shall be liable for any action or determination under the Plan made in
good faith.

           B. The Board may, to the full extent permitted by and consistent with
applicable law and the Company's By-laws, and subject to Subparagraph D
hereinbelow, delegate any or all of its powers with respect to the
administration of the Plan to a committee (the "Committee") appointed by the
Board. If a Committee has been appointed, all references in this Plan to the
Board shall mean and relate to that Committee.

           C. Those provisions of this Plan which make express reference to Rule
16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or any successor rule ("Rule 16b-3"), or which


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are required in order for certain option transactions to qualify for exemption
under Rule 16b-3, shall apply only to those persons required to file reports
under Section 16(a) of the Exchange Act (a "Reporting Person").

           D. If the Company registers any class of equity security under
Section 12 of the Exchange Act, the selection of a director or an officer (as
the terms "director" and "officer" are defined for purposes of Rule 16b-3) as a
recipient of an option, the timing of the option grant, the exercise price of
the option and the number of shares subject to the option shall be determined
either (i) by the full Board, or (ii) by the Committee which shall be comprised
of two or more directors each of whom is (1) a "non-employee director" for
purposes of Section 16 of the Exchange Act and Rule 16b-3, and (2) an "outside
director" for purposes of Section 162(m) of the Code, unless the Board has fewer
than two such outside directors.

        4. Eligible Employees and Others. ISOs may be granted to any employee of
the Company or of any Related Corporation. No person who is not such an employee
may be granted an ISO. Non-Qualified Options, Awards, and authorizations to make
Purchases may be granted to any employee, officer or director of, or consultant
or advisor to the Company or any Related Corporation. The granting of any Stock
Right to any individual or entity shall neither entitle that individual or
entity to, nor disqualify him from, participation in any other grant of Stock
Rights.

        5. Stock. The stock subject to Options, Awards and Purchases shall be
authorized but unissued shares of the Company's Class A Common Stock ("Common
Stock"), or shares of Common Stock reacquired by the Company in any manner. The
aggregate number of shares which may be issued under the Plan is 800,000 shares,
subject to adjustment as provided in Paragraph 14. If any Option granted under
the Plan shall expire or terminate for any reason without having been exercised
in full or shall cease for any reason to be exercisable in whole or in part, or
if the Company shall reacquire any nonvested shares issued pursuant to Awards or
Purchases, the unpurchased shares subject to such Option, or such nonvested
shares so reacquired shall again be available for grants of Stock Rights under
the Plan.

        6. Option Agreements. As a condition to the grant of an Option, each
recipient of an Option shall execute an option agreement in such form not
inconsistent with the Plan as the Board shall approve. These option agreements
may differ among recipients. Each option agreement with respect to an ISO shall
be subject to the provisions of the Plan applicable to ISOs. The Board may, in
its sole discretion, include additional provisions in option agreements,
including without limitation restrictions on transfer, repurchase rights,
commitments to pay cash bonuses, to make, arrange for or guarantee loans or to
transfer other property to optionees upon exercise of options, or such other
provisions as shall be determined by the Board; provided, however, that such
additional provisions shall not be inconsistent with any provision of the Plan
and such additional provisions shall not cause any ISO granted under the Plan to
fail to qualify as an incentive stock option within the meaning of Section 422
of the Code.

        7. Option Exercise Price.

           A. Subject to Subparagraph 3D of this Plan and Subparagraphs B and C
of this Paragraph 7, the purchase price per share of Common Stock deliverable
upon the exercise of an Option ("exercise price") shall be determined by the
Board.

           B. In the case of an ISO, the exercise price shall not be less than
100% of the fair market value of Common Stock, as determined by the Board, at
the time of grant of such option, or less than 110% of such fair market value in
the case of an ISO granted to the owner of stock possessing more than 10% of the
total combined voting power of all classes of stock of the Company or any
Related Corporation (after taking into account the attribution of stock
ownership rules of Section 424(d) of the Code) (a "10% Shareholder").

           C. The exercise price of each Non-Qualified Option granted under the
Plan shall in no event be less than thirty percent (30%) of the fair market
value per share of Common Stock on the date of grant.

        8. Cancellation and New Grant of Options, Etc. The Board shall have the
authority to effect, at any time and from time to time, with the consent of the
affected optionees, and after consideration of such factors as the


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Board considers relevant (which may include any financial accounting
consequences to the Company, e.g., under APB Opinion No. 25), (i) the
cancellation of any or all outstanding Options and the grant in substitution
therefor of new Options covering the same or different shares of Common Stock
and having an exercise price per share which may be lower or higher than the
exercise price per share of the canceled Options, or (ii) unless doing so would
have the effect of causing an ISO to be treated as a Non-Qualified Option, the
amendment of the terms of any and all outstanding Options to provide an exercise
price per share which is higher or lower than the then-current exercise price
per share of such outstanding Options.

        9. Exercise of Options.

           A. Each Option granted under the Plan shall be exercisable either in
full or in installments at such time or times and during such period as shall be
set forth in the agreement evidencing the Option, subject to Paragraph 12 and
other provisions of the Plan and to Company policies established by the Board
(or by individuals to whom the Board has delegated responsibility) from time to
time with respect to vesting during leaves of absences. Unless doing so would
have the effect of causing an ISO to be treated as a Non-Qualified Option, the
Board may, in its sole discretion, after consideration of such factors as it
considers relevant (which may include the impact, if any, on the Company's
financial statements of such change in the terms of the Option or Options), (i)
accelerate the date or dates on which all or any particular Option or Options
granted under the Plan may be exercised or (ii) extend the dates during which
all, or any particular, Option or Options granted under the Plan may be
exercised.

           B. Each Option granted under the Plan will cease to vest upon the
optionee's termination of employment or at the time the optionee otherwise
ceases to provide services to the Company or any Related Corporation, unless the
optionee has been actively employed by the Company for one year or more and the
optionee's termination results from optionee's "total disability" (as defined in
this Subparagraph B) or death (or his or her death occurs within three months of
optionee's termination). Each Option held by an optionee who is an employee that
has been actively employed by the Company or any Related Corporation for one
year or more or a director will vest as to 100% of the shares subject to such
Option, if the optionee has a termination of employment due to "total
disability" or death (or his or her death occurs within three months of such
termination of employment). For purposes of Paragraph 9, "total disability"
shall mean: (1)(I) for so long as such definition is used for purposes of the
Company's group life insurance and accidental death and dismemberment plan or
group long term disability plan, that the optionee is unable to perform each of
the material duties of any gainful occupation for which the optionee is or
becomes reasonably fitted by training, education or experience and which total
disability is in fact preventing the optionee from engaging in any employment or
occupation for wage or profit; or (II) if such definition has changed, such
other definition of "total disability" as determined under the Company's group
life insurance and accidental death and dismemberment plan or group long term
disability plan; and (2) the Company shall have received from the optionee's
primary physician a certification that the optionee's total disability is likely
to be permanent. Each Option that is granted to an employee who, in connection
with a Corporate Transaction (as defined in Subparagraph 16A) of the Company,
has his or her employment terminated by the Company or any Related Corporation
within one year following the date of such Corporate Transaction will
immediately vest as to such number of shares as the optionee would have been
vested twelve months after the date of termination of employment had the
optionee remained employed for that twelve month period.

           C. Options granted under the Plan may provide for payment of the
exercise price by (i) delivery of cash or a check payable to the order of the
Company, or (ii) to the extent (if at all) provided in the option agreement,
delivery of a recourse promissory note of the optionee bearing interest payable
not less than annually at the applicable Federal rate as defined in Section
1274(d) of the Code and otherwise payable on such terms as are specified by the
Board, (iii) a "same day sale" commitment from the optionee and a broker-dealer
that is a member of the National Association of Securities Dealers, Inc. or (iv)
by any combination of the above methods of payment.

        10. Option Period. Subject to earlier termination under other provisions
of this Plan, each Option and all rights thereunder shall expire on such date as
shall be set forth in the applicable option agreement, except that, in the case
of an ISO, such expiration date (the "Expiration Date") shall not be later than
ten years after the date on


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which the ISO is granted and, in the case of an ISO granted to a 10% Shareholder
as defined in Subparagraph 7B of this Plan, such expiration date shall not be
later than five years after the date on which the ISO is granted.

        11. Nontransferability of Options. ISOs shall not be assignable or
transferable by the optionee, either voluntarily or by operation of law, except
by will or the laws of descent and distribution, and, during the life of the
optionee, shall be exercisable only by the optionee. The foregoing restrictions
shall also apply to Non-Qualified Options except to the extent otherwise
provided in the agreement evidencing the Non-Qualified Option.

        12. Effect of Termination of Employment or Other Relationship. Except as
otherwise provided in Paragraph 10 and Subparagraph 13C with respect to ISOs,
and subject to all other provisions of the Plan, following the optionee's
termination of employment, the optionee's Option may be exercised to the extent
vested as set forth in Paragraph 9: (A) not later than 90 days after the date of
the optionee's termination of employment if the optionee's termination is for
any reason except death or disability (within the meaning of Section 22(e)(3) of
the Code), unless a longer time period, not exceeding five years, is
specifically set forth in the optionee's stock option agreement; provided that
no Option may be exercised after its Expiration Date; or (B) no later than (1)
twelve months after the optionee's termination of employment due to disability
(within the meaning of Section 22(e)(3) of the Code) or (2) eighteen months
after the optionee's termination of employment due to death or if the optionee
dies within three months of his or her termination of employment, unless a
longer time period, not exceeding five years, is specifically set forth in the
optionee's stock option agreement, provided that no Option may be exercised
after its Expiration Date.

        13. Additional ISO Requirements. ISOs granted under the Plan are subject
to the minimum exercise price rules set forth in Subparagraph 7B hereof, the
option period rules of Paragraph 10 hereof, and various other restrictions set
forth elsewhere in this Plan. In addition, ISOs granted under the Plan are
subject to the following:

           A. Each ISO granted under the Plan shall, at the time of grant, be
specifically designated as such in the option agreement evidencing such Option.

           B. In no event shall the aggregate fair market value (determined at
the time an ISO is granted) of Common Stock for which ISOs granted to any
employee are exercisable for the first time by such employee during any calendar
year (under all stock option plans of the Company and any Related Corporation)
exceed One Hundred Thousand Dollars ($100,000); provided, however, that this
Subparagraph B shall have no force or effect if its inclusion in the Plan is not
necessary for Options issued as ISOs to qualify as incentive stock options
within the meaning of Section 422 of the Code. Any Option which would, but for
its failure to satisfy the foregoing restriction, qualify as an ISO shall
nevertheless be a valid Option, but to the extent of such failure it shall be
deemed to be a Non-Qualified Option.

           C. No ISO may be exercised unless, at the time of such exercise, the
optionee is, and has been continuously since the date of grant of the ISO,
employed by the Company or a Related Corporation, except that:

              (i) An ISO may be exercised within the period of three (3) months
           after the date the optionee ceases to be an employee of the Company
           and any Related Corporation (or within such lesser period as may be
           specified in the option agreement); provided, however, that the
           option agreement may designate a longer exercise period, in which
           case the exercise after such three-month period shall be treated as
           the exercise of a Non-Qualified Option.

              (ii) If the optionee dies while in the employ of the Company or a
           Related Corporation, or within three (3) months after the optionee
           ceases to be such an employee of the Company or a Related
           Corporation, the ISO may be exercised by the person to whom it is
           transferred by will or the laws of descent and distribution within
           the period of one (1) year after the date of death (or within such
           lesser period as may be specified in the option agreement).


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              (iii) If the optionee becomes disabled (within the meaning of
           Section 22(e)(3) of the Code) while in the employ of the Company or a
           Related Corporation, the ISO may be exercised within the period of
           one (1) year after the date the optionee's employment ceases because
           of such disability (or within such lesser period as may be specified
           in the option agreement).

For all purposes of the Plan and any agreement evidencing an Option,
"employment" shall be defined in accordance with the provisions of Treasury
Regulation Section 1.421-7(h) under the Code (or any successor regulations).
Notwithstanding the foregoing provisions, no ISO may be exercised after its
Expiration Date.

        14. Adjustments.

            A. If, through or as a result of any merger, consolidation, sale of
all or substantially all of the assets of the Company, reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse stock
split, holding company formation or other similar transaction, (i) the
outstanding shares of Common Stock are increased, decreased or exchanged for a
different number or kind of shares or other securities of the Company or a
corporation or other entity controlled by or controlling the Company, or (ii)
additional shares or new or different shares or other securities of the Company
or other non-cash property is distributed with respect to such shares of Common
Stock or other securities, an appropriate and proportionate adjustment shall be
made in (a) the maximum number and kind of shares reserved for issuance under
the Plan, (b) the number and kind of shares or other securities subject to any
then outstanding Options under the Plan, and (c) the price for each share
subject to any then outstanding Options under the Plan, without changing the
aggregate purchase price as to which such Options remain exercisable. No
fractional shares shall be issued under the Plan on account of any such
adjustments. Notwithstanding the foregoing provisions of this Subparagraph A, no
adjustment shall be made pursuant to this Paragraph 14 if such adjustment would
cause any ISO granted under the Plan to fail to qualify as an incentive stock
option within the meaning of Section 422 of the Code.

            B. Any adjustments under this Paragraph 14 shall be made by the
Board of Directors, whose determination as to what adjustments, if any, will be
made and the extent thereof shall be final, binding and conclusive.

        15. Rights as a Shareholder. The holder of an Option shall have no
rights as a shareholder with respect to any shares covered by the option
(including, without limitation, any voting rights, the right to inspect or
receive the Company's balance sheets or financial statements or any rights to
receive dividends or non-cash distributions with respect to such shares) until
the date of issue of a stock certificate for such shares. No adjustment shall be
made for dividends or other rights for which the record date is prior to the
date such stock certificate is issued.

        16. Merger, Consolidation, Asset Sale, Liquidation, Etc.

            A. Except as may otherwise be provided in the applicable option
agreement, in the event of a Corporate Transaction (as defined below in this
Subparagraph A) any or all outstanding options may be assumed or replaced by the
successor corporation, which assumption or replacement shall be binding on all
optionees. In the alternative, the successor corporation may substitute
equivalent options or provide substantially similar consideration to optionees
as was provided to stockholders (after taking into account the existing
provisions of the options). The successor corporation may also issue, in place
of outstanding shares of the Company held by the optionee, substantially similar
shares or other property subject to repurchase restrictions no less favorable to
the optionee. In the event such successor corporation, if any, refuses to assume
or replace the options, as provided above, pursuant to a Corporate Transaction
or if there is no successor corporation due to a dissolution or liquidation of
the Company, such options shall immediately vest as to 100% of the shares
subject thereto at such time and on such conditions as the Board shall determine
and the options shall expire at the closing of the transaction or at the time of
dissolution or liquidation. "Corporate Transaction" means (a) a merger or
consolidation in which the Company is not the surviving corporation (other than
a merger or consolidation with a wholly-owned subsidiary, a reincorporation of
the Company in a different jurisdiction, or other transaction in which there is
no substantial


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change in the stockholders of the Company and the Stock Rights granted under the
Plan are assumed or replaced by the successor corporation, which assumption
shall be binding on all optionees), (b) a dissolution or liquidation of the
Company, (c) the sale of substantially all of the assets of the Company, (d) a
merger in which the Company is the surviving corporation but after which the
stockholders of the Company immediately prior to such merger (other than any
stockholder that merges, or which owns or controls another corporation that
merges, with the Company in such merger) cease to own their shares or other
equity interest in the Company; or (e) any other transaction which qualifies as
a "corporate transaction" under Section 424(a) of the Code wherein the
stockholders of the Company give up all of their equity interest in the Company
(except for the acquisition, sale or transfer of all or substantially all of the
outstanding shares of the Company).

            B. Subject to any greater rights granted to optionees under
Subparagraph 16A, in the event of a Corporate Transaction, any outstanding
options shall be treated as provided in the applicable agreement or plan of
merger, consolidation, dissolution, liquidation or sale of assets.

            C. The Company may grant Options under the Plan in substitution for
Options held by employees of another corporation who become employees of the
Company or a Related Corporation as the result of a merger or consolidation of
the employing corporation with the Company or a Related Corporation, or as a
result of the acquisition by the Company or a Related Corporation of property or
stock of the employing corporation. The Company may direct that substitute
Options be granted on such terms and conditions as the Board considers
appropriate in the circumstances.

        17. Stock Restriction Agreement. As a condition to the grant of an Award
or a Purchase authorization under the Plan, the recipient of the Award or
Purchase authorization shall execute an agreement ("Stock Restriction
Agreement") in such form not inconsistent with the Plan as may be approved by
the Board. Stock Restriction Agreements may differ among recipients. Stock
Restriction Agreements may include any provisions the Board determines should be
included and that are not inconsistent with any provision of the Plan.

        18. No Special Employment Rights. Nothing contained in the Plan or in
any option agreement or other agreement or instrument executed pursuant to the
provisions of the Plan shall confer upon any optionee any right with respect to
the continuation of his or her employment by the Company or any Related
Corporation or interfere in any way with the right of the Company or a Related
Corporation at any time to terminate such employment or to increase or decrease
the compensation of the optionee.

        19. Other Employee Benefits. Except as to plans which by their terms
include such amounts as compensation, no amount of compensation deemed to be
received by an employee as a result of the grant or exercise of an Option or the
sale of shares received upon such exercise, or as a result of the grant of an
Award or the authorization or making of a Purchase will constitute compensation
with respect to which any other employee benefits of such employee are
determined, including, without limitation, benefits under any bonus, pension,
profit-sharing, life insurance or salary continuation plan, except as otherwise
specifically determined by the Board.

        20. Amendment of the Plan.

           A. The Board may at any time, and from time to time, modify or amend
the Plan in any respect, except as otherwise expressly provided in this Plan;
provided, however, that if at any time the approval of the shareholders of the
Company is required under the Code with respect to ISOs, or is required under
Rule 16b-3, the Board may not effect such modification or amendment without such
approval.

           B. The termination or any modification or amendment of the Plan shall
not, without the consent of an optionee, affect the optionee's rights under an
Option previously granted. With the consent of the optionee affected, the Board
may amend outstanding option agreements in a manner not inconsistent with the
Plan. The Board shall have the right to amend or modify (i) the terms and
provisions of the Plan and of any outstanding ISO granted under the Plan to the
extent necessary to qualify any or all such Options for such favorable federal


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income tax treatment (including deferral of taxation upon exercise) as may be
afforded incentive stock options within the meaning of Section 422 of the Code,
and (ii) 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.

        21. Investment Representations. The Board may require any person to whom
an Option is granted, as a condition of exercising such Option, and any person
to whom an Award is granted or a Purchase is authorized, as a condition thereof,
to give written assurances in substance and form satisfactory to the Board to
the effect that such person is acquiring the Common Stock subject to the Option,
Award or Purchase for such person's 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, or with covenants or
representations made by the Company in connection with any public offering of
its Common Stock.

        22. 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. 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.

        23. Withholding. The Company shall have the right to deduct from
payments of any kind otherwise due to the optionee any federal, state or local
taxes of any kind required by law to be withheld with respect to any shares
issued upon exercise of Options under the Plan or upon the grant of an Award,
the making of a Purchase of Common Stock for less than its fair market value,
the making of a Disqualifying Disposition (as defined in Paragraph 24), or the
vesting of restricted Common Stock acquired pursuant to a Stock Right. The Board
in its sole discretion may condition the exercise of an Option, the grant of an
Award, the making of a Purchase, or the vesting of restricted shares acquired by
exercising a Stock Right on the grantee's payment of such additional withholding
taxes.

        24. Notice to Company of Disqualifying Disposition. Each employee who
receives an ISO must agree to notify the Company in writing immediately after
the employee makes a Disqualifying Disposition, as hereinafter defined, of any
Common Stock acquired pursuant to the exercise of an ISO. A Disqualifying
Disposition is any disposition (including any sale) of such Common Stock before
the later of (a) two (2) years after the date the employee was granted the ISO
or (b) one (1) year after the date the employee acquired Common Stock by
exercising the ISO. If the employee has died before such stock is sold, these
holding period requirements do not apply and no Disqualifying Disposition can
occur thereafter.

        25. Effective Date and Duration of the Plan.

           A. The Plan shall become effective when adopted by the Board, but no
Stock Right granted under the Plan shall become exercisable unless and until the
Plan shall have been approved by the Company's shareholders. If such shareholder
approval is not obtained within twelve months after the date of the Board's
adoption of the Plan, Stock Rights previously granted under the Plan shall not
vest and shall terminate and shall be null and void and no Stock Rights shall be
granted thereafter under the Plan. Amendments to the Plan not requiring
shareholder approval shall become effective when adopted by the Board;
amendments requiring shareholder approval shall become effective when adopted by
the Board, but no stock Right granted after the date of such amendment shall
become exercisable (to the extent that such amendment to the Plan was required
to enable the Company to grant such stock Right to a particular person) unless
and until such amendment shall have been approved by the Company's shareholders.
If such shareholder approval is not obtained within twelve months of the Board's
adoption of such amendment, any Stock Rights granted on or after the date of
such amendment shall terminate and become null and void to the extent that such
amendment was required to enable the Company to grant


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such Stock Rights to a particular person. Subject to this limitation, Stock
Rights may be granted under the Plan at any time after the effective date and
before the termination date of the Plan.

           B. Unless sooner terminated as provided elsewhere in this Plan, this
Plan shall terminate upon the close of business on the day next preceding the
tenth anniversary of the date of its adoption by the Board. Stock Rights
outstanding on such date shall continue to have force and effect in accordance
with the provisions of the instruments evidencing such Stock Rights.

        Adopted by the Board of Directors on April 17, 2000 and Amended and
Restated by the Board of Directors on June 6, 2002.



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