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                                                                  EXHIBIT 10.10

                                ADMINISTAFF, INC.
                          EMPLOYEE STOCK PURCHASE PLAN

                 (Amended and Restated Effective April 1, 2002)

                  Administaff, Inc. previously amended and restated the
Administaff Employee Stock Purchase Plan (the "Plan") pursuant to the authority
reserved in Section 12 of the Plan, effective February 10, 2000. Pursuant to
such authority, Administaff, Inc. hereby amends and restates the Plan effective
April 1, 2002, to read as follows:

                  1.       Definitions.

                  As used in the Plan the following terms shall have the
meanings set forth below:

                  (a)      "Account" means a brokerage account established on
         behalf of a Participant pursuant to the terms of the Plan.

                  (b)      "Board" means the Board of Directors of the Company.

                  (c)      "Committee" means the members of the Board of
         Directors of Administaff of Texas, Inc., or such other persons as shall
         be appointed by the Board.

                  (d)      "Common Stock" means the common stock, $0.01 par
         value, of Administaff, Inc.

                  (e)      "Company" means Administaff, Inc., a Delaware
         corporation, or any successor.

                  (f)      "Effective Date" means the effective date of the S-8
         Registration Statement covering the shares of Common Stock subject to
         the Plan.

                  (g)      "Eligible Compensation" means, with respect to a
         Participant, the total cash compensation paid to the Participant by the
         Participating Companies each pay period during a Purchase Period,
         including any elective salary deferral contributions made therefrom
         pursuant to Code Sections 125, 129, 132, 401(k), or such other code
         sections as may be allowed by the Company.

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                  (h)      "Eligible Employee" means an employee of a
         Participating Company, including any officer of the Company; provided,
         however, that the term "Eligible Employee" shall not include (i) an
         individual who would, immediately upon enrollment in the Plan, own
         directly or indirectly, or hold options or rights to acquire, an
         aggregate of five percent (5%) or more of the total combined voting
         power or value of all outstanding shares of all classes of stock of the
         Company or any subsidiary (in determining stock ownership of an
         individual, the rules of Section 424(d) of the Internal Revenue Code of
         1986, as amended, shall be applied), and (ii) worksite employees,
         unless such worksite employee is in a covered group of worksite
         employees as designated by his Participating Company.

                  (i)      "Enrollment Date" means the later of (i) the
         Effective Date or (ii) the date an Eligible Employee's election to
         participate becomes effective.

                  (j)      "Participant" means an Eligible Employee who has
         elected to participate in the Plan in the manner prescribed by the
         Committee or its designee.

                  (k)      "Participating Companies" means the Company,
         Administaff of Texas, Inc., Administaff Services, L.P., Administaff
         Client Services, L.P. and Administaff Financial Management Services,
         Inc. In addition, the Committee, in its sole discretion may from time
         to time designate any other Subsidiaries as a Participating Company.

                  (l)      "Purchase Date" means the date or dates during the
         15-day period following each Purchase Period on which shares of Common
         Stock shall be purchased by the Recordkeeper with the cash allocated to
         the Accounts as of the end of such Purchase Period.

                  (m)      "Purchase Price" means the closing market price from
         the NYSE for the last trading day of the applicable Purchase Period.

                  (n)      "Purchase Period" means each calendar month during
         the term of the Plan, commencing on April 1, 2002.

                  (o)      "Recordkeeper" means the brokerage firm or other
         person engaged by the Company to maintain the Accounts and purchase and
         allocate shares of Common Stock in the pursuant to the Plan.

                  (p)      "Subsidiary" means any corporation, domestic or,
         foreign, of which the Company owns, directly or indirectly, not less
         than 50% of the total combined voting power of all classes of stock or
         other equity interests and that otherwise qualifies as a "subsidiary
         corporation" within the meaning of Section 424(f) of the Code or any
         successor thereto.

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                  2.       Purpose of the Plan.

                  (a)      The purpose of the Plan is to provide an opportunity
         for present and future employees of the Participating Companies to
         acquire a proprietary interest (or increase an existing proprietary
         interest) in the Company through the purchase of shares of Common
         Stock.

                           (b)      All expenses of administering the Plan,
         other than brokerage commissions and taxes incurred in conjunction with
         the sale of shares of Common Stock through the Plan by the Recordkeeper
         for a Participant, shall be paid by the Participating Companies.

                  3.       Administration of the Plan.

                           (a)      The Plan shall be administered by the
         Committee. The Committee shall have authority to interpret the Plan, to
         prescribe, amend and rescind rules and regulations relating to the
         Plan, to correct any defect or rectify any omission in this Plan or to
         reconcile any inconsistency in this Plan, and to make all other
         determinations necessary or advisable for the administration of the
         Plan, all of which actions and determinations shall be final,
         conclusive and binding on all persons. The act or determination of a
         majority of the members of the Committee shall be deemed to be the act
         or determination of the Committee.

                           (b)      The Committee may request advice or
         assistance or employ such other persons as it in its discretion deems
         necessary or appropriate for the proper administration of the Plan,
         including, but not limited to employing a brokerage firm, bank or other
         financial institution to assist in the purchase of shares, delivery of
         reports or other administrative aspects of the Plan.

                  4.       Eligibility to Participate in the Plan.

                           Each Eligible Employee who is employed by a
         Participating Company shall be eligible to participate in the Plan.

                  5.       Purchase Periods.

                           The Plan shall consist of consecutive Purchase
         Periods beginning on the Effective Date and continuing thereafter until
         the Plan is otherwise amended or terminated.

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                  6.       Election to Participate in the Plan.

                           (a)      Each Eligible Employee may elect to
         participate in the Plan by submitting an enrollment election in
         electronic form or such other form as determined by the Committee or
         its designee. Such Eligible Employee's participation shall commence as
         soon as administratively feasible after making such election to
         participate.

                           (b)      Payroll deductions for a Participant shall
         commence as soon as administratively feasible following the
         Participant's Enrollment Date and shall continue until (i) changed or
         terminated by the Participant as provided below, (ii) the termination
         of the Plan, or (iii) the Participant ceases to be an Eligible
         Employee, whichever occurs first.

                  7.       Payroll Deductions and Dividends.

                           (a)      All Participant contributions pursuant to
         the Plan shall be made only by payroll deductions. At the time a
         Participant submits a proper enrollment election, the Participant shall
         authorize payroll deductions to be made on each payroll date that is
         subsequent to the Participant's Enrollment Date in a designated whole
         percentage (i.e., 1%, 2%, 3%, etc.) of the Participant's Eligible
         Compensation, but in no event shall such percentage be greater than 25%
         of such Participant's Eligible Compensation.

                           (b)      All payroll deductions made for a
         Participant by a Participating Company shall be accounted for by the
         Recordkeeper for the Participant with respect to the payroll deductions
         of a Participant occurring during the Purchase Period or for any days
         after the end of the Purchase Period but prior to the actual purchase
         of Common Stock for the Purchase Period to which the payroll deduction
         is applicable.

                           (c)      A Participant may change his/her payroll
         deduction election at anytime by submitting such an election in
         electronic form or such other allowable form as determined by the
         Committee. Such change shall become effective as soon as
         administratively feasible thereafter.

                           (d)      Dividends on shares held in a Participant's
         Account, if any, will also be credited to such Participant's Account in
         cash or in Common Stock in the case of a stock dividend.

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                  8.       Purchase of Shares.

                           (a)      Following the end of each Purchase Period,
         the Participants' Accounts shall be applied automatically by the
         Recordkeeper to purchase the maximum number of shares of Common Stock
         that may be purchased with the accumulated payroll deduction and
         dividends, if any, allocated to the Participants' Accounts. Each
         Participant's Account shall be allocated each Purchase Period its pro
         rata share (whole shares only) of the total number of shares purchased
         for such Purchase Period. If any amount of a Participant's payroll
         deductions for the applicable Purchase period remains after subtracting
         the costs of the whole shares allocated to the Participant's Account,
         such amount will be deposited as cash in his/her Account. Any such cash
         deposits shall not be applied to the purchase of shares of Common Stock
         for the following Purchase Period(s). A Participant shall have all of
         the rights and privileges of a stockholder of the Company with respect
         to the whole shares of Common Stock allocated to the Participant's
         Account.

                           (b)      Certificates evidencing shares purchased by
         the Recordkeeper on behalf of the Participant shall be held by the
         Recordkeeper or any other bank or financial institution designated by
         the Committee or its designee in book entry form until Participant
         provides the Recordkeeper other instructions.

                  9.       Withdrawal; Termination of Employment.

                           (a)      A Participant may reduce or stop all, of
         his/her payroll deductions at any time by submitting an election in
         electronic form or other such allowable form as determined by the
         Committee or its designee. Payroll deductions will not resume on behalf
         of a Participant unless a new enrollment election is submitted to the
         Company or its designee directing the Participating Company to resume
         payroll deductions.

                           (b)      Without withdrawing from participation in
         the Plan, a Participant may at any time elect to withdraw certificates
         for shares of Common Stock from his/her Account by giving notice to the
         Recordkeeper in such electronic form or other such allowable form as
         determined by the Recordkeeper. Upon receipt of such notice, the
         Recordkeeper will arrange for the issuance and delivery of certificates
         for the shares of Common Stock held in the Participant's Account as
         soon as administratively feasible.

                           (c)      In the event a Participant ceases to be an
         Eligible Employee for any reason, his/her payroll deductions will
         automatically stop and the amounts then credited to the Participant's
         Account will be applied to purchase shares under the Plan at the end of
         such Purchase Period as provided in Section 8 above.

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                  10.      Transferability.

                           Accounts under the Plan are not transferable by a
         Participant other than as allowed under the procedures set forth by the
         Custodian of the Participant's Account upon the Participant's death.

                  11.      Reports.

                           Individual Accounts will be maintained for each
         Participant in the Plan. Statements of Accounts will be given to
         Participants four times each year, and will set forth the amounts of
         payroll deductions, the per share purchase price, the number of shares
         purchased and the remaining cash balance, if any.

                  12.      Amendment and Termination of the Plan.

                           The Committee, in its discretion, may at any time, or
         from time to time, amend the Plan in any respect and may terminate the
         Plan.

                  13.      Notices.

                           All notices or other communications by a Participant
         to the Participating Company under or in connection with the Plan shall
         be deemed to have been duly given when received in the form and manner
         specified by the Participating Company at the location, or by the
         person, designated by the Participating Company for the receipt
         thereof.

                  14.      Withholding of Taxes.

                           A Participating Company may make such provisions as
         it deems appropriate for withholding from a Participant's Eligible
         Compensation such amounts as the Participating Company determines it is
         required to withhold in connection to all tax laws with the purchase of
         any Common Stock pursuant to the Plan.

         ADMINISTAFF OF TEXAS, INC.

         /s/ Paul J. Sarvadi
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         Paul J. Sarvadi
         President and Chief Financial Officer

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