Right Management Consultants, Inc.

                AMENDED AND RESTATED DIRECTORS' STOCK OPTION PLAN


                           As amended February 7, 2002


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                       RIGHT MANAGEMENT CONSULTANTS, INC.

                AMENDED AND RESTATED DIRECTORS' STOCK OPTION PLAN

         1. Purpose. Right Management Consultants, Inc. (the "Company") hereby
adopts the Right Management Consultants, Inc. Amended and Restated Directors'
Stock Option Plan (the "Plan"). The Plan is intended to recognize the
contributions made to the Company by the non-employee members of the Board of
Directors of the Company, to provide such persons with additional incentive to
devote themselves to the future success of the Company and its Affiliates, and
to improve the ability of the Company to attract, retain, and motivate
individuals who may serve as members of the Company's Board of Directors, by
providing such persons with an opportunity to acquire or increase their
proprietary interest in the Company through receipt of rights to acquire the
Company's Common Stock, par value $.01 per Share (the "Common Stock") in
accordance with the terms and conditions hereof.

         2. Definitions. Unless the context clearly indicates otherwise, the
following terms shall have the following meanings:

               a. "Affiliate" means a corporation which is a parent corporation
or a subsidiary corporation with respect to the Company within the meaning of
Section 424(a) or (f) of the Code.

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

               c. "Business Day" shall mean a day on which there is trading in
securities generally on the New York Stock Exchange.

               d. "Change of Control" shall have the meaning as set forth in
Section 9 of the Plan.

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

               f. "Committee" shall have the meaning set forth in Section 3 of
the Plan.

               g. "Company" means Right Management Consultants Inc., a
Pennsylvania corporation.

               h. "Disability" means a physical or mental impairment sufficient
to make the individual eligible for benefits under the Long-Term Disability Plan
of the Company


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(whether or not a participant in such plan), provided such impairment also
constitutes a "disability" within the meaning of Section 22(e)(3) of the Code.

               i. "Fair Market Value" shall have the meaning set forth in
Subsection 8(c) of the Plan.

               j. "Non-employee Director" means a member of the Board of
Directors who is not, and has not at any time in the past been, either an
employee of the Company or the owner of five percent (5%) or more of the Common
Stock then issued and outstanding.

               k. "Non-qualified Stock Option" means an Option granted under the
Plan which is not intended to qualify, or otherwise does not qualify, as an
"incentive stock option" within the meaning of Section 422(b) of the Code.

               l. "Option" means a Non-qualified Stock Option granted under the
Plan.

               m. "Optionee" means a person to whom an Option has been granted
under the Plan, which Option has not been exercised and has not expired or
terminated.

               n. "Option Document" means the document described in Section 8 of
the Plan, as applicable, which sets forth the terms and conditions of each grant
of Options.

               o. "Option Price" means the price at which Shares may be
purchased upon exercise of an Option, as calculated pursuant to Subsection 8(a)
of the Plan.

               p. "Rule 16b-3" means Rule 16b-3 promulgated under the Securities
Exchange Act of 1934, as amended.

               q. "Shares" means the shares of Common Stock of the Company which
are the subject of Options.

         3. Administration of the Plan. The Plan shall be administered by the
Board of Directors of the Company. The Plan is intended to be a "formula plan"
for purposes of Rule 16b-3 under the Securities Exchange Act of 1934 and shall
be administered by the Board of Directors in a manner consistent with the
requirements of such Rule. The Board of Directors in its administrative capacity
with respect to the Plan, is referred to as the "Committee."



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               a. Meetings. The Committee shall hold meetings at such times and
places as it may determine. Acts approved at a meeting by a majority of the
members of the Committee or acts approved in writing by the unanimous consent of
the members of the Committee shall be the valid acts of the Committee.

               b. Interpretation. The interpretation and construction by the
Committee of any provisions of the Plan or of any Option granted under it shall
be final, binding and conclusive.

               c. Exculpation. No member of the Committee shall be personally
liable for monetary damages as such for any action taken or any failure to take
any action in connection with the administration of the Plan or the granting of
Options thereunder unless (i) the member of the Committee has breached or failed
to perform the duties of his office under Subchapter B of Chapter 17 of the
Pennsylvania Business Corporation Law of 1988, as amended, and (ii) the breach
or failure to perform constitutes self-dealing, willful misconduct or
recklessness; provided, however, that the provisions of this Subsection 3(c)
shall not apply to the responsibility or liability of a member of the Committee
pursuant to any criminal statute or to the liability of a member of the
Committee for the payment of taxes pursuant to local, state or federal law.

               d. Indemnification. Service on the Committee shall constitute
service as a member of the Board of Directors of the Company. Each member of the
Committee shall be entitled without further act on his part to indemnity from
the Company to the fullest extent provided by applicable law and the Company's
Articles of Incorporation and/or By-laws in connection with or arising out of
any action, suit or proceeding with respect to the administration of the Plan or
the granting of Options thereunder in which he or she may be involved by reason
of his or her being or having been a member of the Committee, whether or not he
or she continues to be such member of the Committee at the time of the action,
suit or proceeding.

          4. Grants under the Plan. Grants under the Plan, which are intended to
constitute "formula awards" within the meaning of Rule 16b-3, shall be in the
form of Non-qualified Stock Options.



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          5. Eligibility. Each person who is a Non-employee Director as of the
date of a grant of Options pursuant to the Plan shall be eligible to receive
Options hereunder on such date in accordance with the term hereof.

          6. Shares Subject to Plan. The aggregate maximum number of Shares for
which Options may be granted pursuant to the Plan is one hundred thousand
(100,000), subject to adjustment as provided in Section 10 of the Plan. The
Shares shall be issued from authorized and unissued Common Stock or Common Stock
held in or hereafter acquired for the treasury of the Company. If an Option
terminates or expires without having been fully exercised for any reason, the
Shares for which the Option was not exercised may again be the subject of one or
more Options granted pursuant to the Plan.

          7. Termination of the Plan. Unless otherwise terminated in accordance
with this Section 7, the Plan shall terminate on the earlier of (i) December 31,
2004 and (ii) the first Grant Date (as defined in Subsection 8(a)) on which no
Options are granted pursuant to Subsection 8(a). No Options may be granted under
the Plan after termination of the Plan. The Plan is subject to the approval on
or before December 1, 1995 by the affirmative vote of the holders of a majority
of the shares present, or represented, and entitled to vote at a duly called
meeting of the shareholders of the Company at which a quorum representing a
majority of all outstanding voting stock of the Company is, either in person or
by proxy, present and voting. If the Plan is not so approved by the Company's
shareholders on or before December 1, 1995, the Plan shall terminate effective
December 2, 1995, and each Option previously granted under the Plan shall be
null and void. The Board of Directors may, at any time, terminate the Plan.

          8. Option Documents and Terms. Options granted pursuant to the Plan
shall be granted, without any further action by the Committee, in accordance
with the terms and conditions set forth in this Section 8, and shall be
evidenced by Option Documents in such form as the Committee shall from time to
time approve, which Option Documents shall comply with and be subject to the
following terms and conditions and such other terms and conditions as the
Committee shall from time to time require which are not inconsistent with the
terms of the Plan.



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               a. Timing of Grants; Number of Option Shares Subject to Options;
Exercisability of Options; Option Price. Commencing in 2002 and continuing until
the termination of the Plan in accordance with Section 7, each person who is
then a Non-employee Director shall be granted, on the last Business Day of each
calendar year (each a "Grant Date"), an Option to purchase Five Thousand (5,000)
Shares (which number is subject to adjustment as provided in Section 10 of the
Plan). Notwithstanding the preceding sentence, no Options shall be granted
pursuant to the Plan on or after any Grant Date on which the number of shares of
Common Stock for which additional Options might then be granted pursuant to the
Plan is less than the number of shares of Common Stock for which Options would
otherwise be granted pursuant to the Plan on such Grant Date. Each Option
granted pursuant to the Plan shall become exercisable over a period of three (3)
years, so that the Optionee shall have the right to exercise the Option with
respect to thirty four percent (34%) of the Shares covered thereby commencing on
the first anniversary of such Option's Grant Date, and the right to exercise the
Option with respect to an additional thirty three percent (33%) of the Shares
covered thereby commencing on each of the two subsequent anniversaries of such
Grant Date, provided, however, the number of shares exercisable shall not
increase after the date the optionee's service as a member of the Board of
Directors terminates for any reason other than Disability or death, except in
accordance with Paragraph 10 relating to Adjustments on Change in
Capitalization. The per Share Option Price for Shares subject to an Option shall
be equal to the Fair Market Value of a share of Common Stock as determined in
accordance with Section 8(c).

               b. Termination of Options. Each Option which becomes exercisable
in accordance with Subsection 8(a) shall continue to be exercisable until the
first to occur of the following:

                    (i) for options granted before December 2001, the expiration
of five (5) years from and including such Option's Grant Date, and for options
granted as of December 2001, the expiration of ten (10) years from and including
such option's Grant Date; or
                    (ii) the expiration of one (1) year from and including the
date the Optionee's service as a member of the Board of Directors terminates by
reason of the Optionee's Disability or death.

               c. Fair Market Value. The Fair Market Value of the Shares subject
to



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each Option shall be determined as of such Option's Grant Date as follows: (i)
if the Common Stock is then listed on a national securities exchange or included
on the Nasdaq National Market System ("NNM"), the Fair Market Value of a Share
shall be the last reported sale price of the Common Stock, as reported on such
exchange or the NNM, as the case may be, on such Grant Date, or (ii) if the
Common Stock is not then so listed or included on the NNM, the Fair Market Value
of a Share shall be the mean between the last reported "bid" and "asked" prices
of the Common Stock on such Grant Date, as reported by the National Association
of Securities Dealers, Inc. or, if not so reported, as reported by the National
Daily Quotation Bureau, Inc. or, if not so reported, as reported in a customary
financial reporting service, as the case may be, on such Grant Date.
Notwithstanding the preceding sentence, in the event there is not a last
reported sale price or last reported "bid" and "asked" prices, as applicable,
for the Common Stock on a Grant Date, the Fair Market Value of a Share shall be
determined in the manner provided in the preceding sentence but as of the most
recent Business Day preceding such Grant Date for which such information is
available, unless such information is not available for any of the twenty (20)
Business Days immediately preceding such Grant Date, in which case the Fair
Market Value of a Share shall be deemed to be the book value (determined in
accordance with generally accepted accounting principles) of a share of Common
Stock as of the close of the calendar year in which the Grant Date occurs,
increased (if such book value is not an even whole dollar amount) to the next
whole dollar.


               d. Exercise. No Option shall be deemed to have been exercised
prior to the receipt by the Company of written notice of such exercise and of
payment in full of the Option Price for the Shares to be purchased. Each such
notice shall specify the number of Shares to be purchased and shall (unless the
Shares are covered by a then current registration statement or a Notification
under Regulation A under the Securities Act of 1933, as amended (the "Act") and
qualified for sale under applicable state securities or "Blue Sky" laws ("Blue
Sky Laws")), contain the Optionee's acknowledgement in form and substance
satisfactory to the Company that (a) such Shares are being purchased for
investment and not for distribution or resale (other than a distribution or
resale which, in the opinion of counsel satisfactory to the Company, may be made
without violating the registration provisions of the Act and applicable Blue Sky
Laws), (b) the Optionee has been advised and understands that (i) the Shares
have not been registered under the



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Act or qualified for sale under applicable Blue Sky Laws and are "restricted
securities" within the meaning of Rule 144 under the Act and are subject to
restrictions on transfer, and (ii) the Company is under no obligation to
register the Shares under the Act or qualify the Shares for sale under
applicable Blue Sky Laws, to take any action which would make available to the
Optionee any exemption from such registration or qualification, (c) such Shares
may not be transferred without compliance with all applicable federal and state
securities laws, and (d) an appropriate legend referring to the foregoing
restrictions on transfer and any other restrictions imposed under the Option
Documents may be endorsed on the certificates. Notwithstanding the foregoing, if
the Company determines that issuance of Shares should be delayed pending (A)
registration under federal or state securities laws, (B) the receipt of an
opinion of counsel satisfactory to the Company that an appropriate exemption
from such registration is available, (C) the listing or inclusion of the Shares
on any securities exchange or an automated quotation system, or (D) the consent
or approval of any governmental regulatory body whose consent or approval is
necessary in connection with the issuance of such Shares, the Company may defer
exercise of any Option granted hereunder until any of the events described in
this sentence has occurred.

               e. Medium of Payment. An Optionee shall pay for Shares (i) in
cash, or (ii) by such other mode of payment as the Committee may approve,
including payment through a broker in accordance with procedures permitted by
Regulation T of the Federal Reserve Board. Furthermore, the Committee shall
provide in each Option Document that payment may be made in whole or in part in
shares of the Company's Common Stock. If payment is made in whole or in part in
shares of the Company's Common Stock, then Optionee shall deliver to the Company
certificates registered in the name of such Optionee representing the shares of
Common Stock owned by such Optionee, free of all liens, claims and encumbrances
of every kind and having an aggregate Fair Market Value (determined in the
manner specified in Subsection 8(c) but as of the date of delivery) that is at
least as great as the Option Price of the Shares (or the relevant portion
thereof) with respect to which such Option is to be exercised by the payment in
shares of Common Stock, endorsed in blank or accompanied by stock powers duly
endorsed in blank by the Optionee. In the event that certificates for shares of
the Company's Common Stock delivered to the Company represent a number of shares
in



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excess of the number of shares required to make payment for the Option Price of
the Shares (or relevant portion thereof) with respect to which such Option is to
be exercised by payment in shares of Common Stock, the stock certificate issued
to the Optionee shall represent (i) the Shares in respect of which payment is
made, and (ii) such excess number of shares.


               f. Transfers. No Option granted under the Plan may be transferred
by the Optionee other than by will or by the laws of descent and distribution.
During the lifetime of the person to whom an Option is granted, such Option may
be exercised only by such person. Notwithstanding the foregoing, an Option may
be transferred by the Optionee pursuant to a "qualified domestic relations
order," within the meaning of Sections 401(a)(13) and 414(p) of the Code or
within the meaning of Title I of the Employee Retirement Income Security Act of
1974, as amended, or the rules thereunder.

          9. Change of Control. In the event of a Change of Control, Options
granted pursuant to the Plan shall become immediately exercisable in full.

               A "Change of Control" shall be deemed to have occurred upon the
earliest to occur of the following events: (i) the date the shareholders of the
Company (or the Board of Directors, if shareholder action is not required)
approve a plan or other arrangement pursuant to which the Company will be
dissolved or liquidated, or (ii) the date the shareholders of the Company (or
the Board of Directors, if shareholder action is not required) approve a
definitive agreement to sell or otherwise dispose of substantially all of the
assets of the Company, or (iii) the date the shareholders of the Company (or the
Board of Directors, if shareholder action is not required) and the shareholders
of the other constituent corporation (or its board of directors if shareholder
action is not required) have approved a definitive agreement to merge or
consolidate the Company with or into such other corporation, other than, in
either case, a merger or consolidation of the Company in which holders of shares
of the Company's Common Stock immediately prior to the merger or consolidation
will have at least a majority of the ownership of common stock of the surviving
corporation (and, if one class of common stock is not the only class of voting
securities entitled to vote on the election of directors of the surviving
corporation, a majority of the voting power of the surviving corporation's
voting securities) immediately after



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the merger or consolidation, which common stock (and, if applicable, voting
securities) is to be held in the same proportion as such holders' ownership of
Common Stock of the Company immediately before the merger or consolidation, or
(iv) the date any entity, person or group, within the meaning of Section
13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended,
other than an Excluded Person (as defined in this Section 9) shall have become
the beneficial owner of, or shall have obtained voting control over, more than
twenty-five percent (25%) of the outstanding shares of the Company's Common
Stock, or (v) the first day after the date this Plan is effective when directors
are elected such that a majority of the Board of Directors shall have been
members of the Board of Directors for less than two (2) years, unless the
nomination for election of each new director who was not a director at the
beginning of such two (2) year period was approved by a vote of at least
two-thirds of the directors then still in office who were directors at the
beginning of such period. For purposes of this Section 9, the term Excluded
Person means (A) the Company or any of its subsidiaries or any employee benefit
plan (or related trust) sponsored or maintained by the Company or any of its
subsidiaries or (B) the chief executive officer of the Company at the time of
the determination of a Change of Control, or any "group" (within the meaning of
Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as
amended) of which such chief executive officer is a member or any entity of
which such chief executive officer owns 25% or more of the voting interests.

          10. Adjustments on Changes in Capitalization. The aggregate number of
Shares as to which Options may be granted hereunder, the number of Option Shares
covered by Options to be granted under Section 8(a) of the Plan, the number and
class or classes of shares covered by each outstanding Option and the Option
Price thereof shall be appropriately adjusted in the event of a stock dividend,
stock split, recapitalization or other change in the number or class of issued
and outstanding equity securities of the Company resulting from a subdivision or
consolidation of the Common Stock and/or, if appropriate, other outstanding
equity securities or a recapitalization or other capital adjustment (not
including the issuance of Common Stock on the conversion of other securities of
the Company which are convertible into Common Stock) affecting the Common Stock
which is effected without receipt of consideration by the Company.



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The Committee shall have authority to determine the adjustments to be made under
this Section, and any such determination by the Committee shall be final,
binding and conclusive. Fractional shares resulting from any adjustment pursuant
to this Section 10 shall be settled in cash.

          11. Amendment of the Plan. Subject to the limitations in this Section
11, the Board of Directors or its Executive Committee may amend the Plan from
time to time in such manner as it may deem advisable. Notwithstanding any
provision to the contrary, the Plan shall not be amended (i) more than once
every six (6) months, other than to comport with changes in the Code or the
Employee Retirement Income Security Act of 1974, as amended, or the rules
thereunder, if applicable, or (ii) without the approval of the Company's
shareholders in accordance with Rule 16b-3, if the amendment would (A)
materially increase the benefits accruing to participants under the Plan, (B)
materially increase the number of securities which may be issued under the Plan,
or (C) materially modify the requirements as to eligibility for participation in
the Plan.

          12. No Commitment to Retain. The grant of an Option pursuant to the
Plan shall not be construed to imply or to constitute evidence of any agreement,
express or implied, on the part of the Company or any Affiliate to retain the
Optionee as a member of the Board of Directors or in any other capacity.

          13. Designation of Beneficiary. Each Optionee may designate a
beneficiary or beneficiaries (on a form supplied by the Committee) to exercise
his Options and/or receive any payments as may be due under the Plan to such
beneficiary or beneficiaries in the event of the Optionee's death, and may
change such designation from time to time and at any time prior to the death of
such Optionee.

          14. Withholding of Taxes. Whenever the Company proposes or is required
to deliver or transfer Shares in connection with the exercise of an Option, the
Company shall have the right to (a) require the recipient to remit or otherwise
make available to the Company an amount sufficient to satisfy any federal, state
and/or local withholding tax requirements prior to



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the delivery or transfer of any certificate or certificates for such Shares or
(b) take whatever other action it deems necessary to protect its interests with
respect to tax liabilities. The Company's obligation to make any delivery or
transfer of Shares shall be conditioned on the Optionee's compliance, to the
Company's satisfaction, with any withholding requirement.

          15. Interpretation. The Plan is intended to grant "formula awards"
within the meaning of Rule 16b-3 to Non-employee Directors without disqualifying
such individuals as "disinterested" directors of the Company for purposes of
Rule 16b-3. The Plan is also intended to conform to the requirements of Rule
16b-3 such that awards of Options pursuant to the Plan will be exempted from the
provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended.
To the extent that any provision of the Plan would cause a conflict with such
requirements or would cause a Non-employee Director not to qualify as a
"disinterested" director under Rule 16b-3, such provision shall be deemed null
and void to the extent permitted by applicable law. This section shall not be
applicable if no class of the Company's equity securities is then registered
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.

          16. Governing Law. The Plan shall be construed according to the laws
of the Commonwealth of Pennsylvania and all provisions hereof shall be
administered according to and its validity shall be determined under, the laws
of such state, except where preempted by federal law.



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