AUTOMATIC DATA PROCESSING INC
EXHIBIT 10.5
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>8
<FILENAME>exhibit105.txt
<DESCRIPTION>EXHIBIT 10.5
<TEXT>
                         AUTOMATIC DATA PROCESSING, INC.

                         AMENDED AND RESTATED EMPLOYEES'
                           SAVINGS-STOCK PURCHASE PLAN


                  The following is an amendment and restatement, effective as of
November 11, 2003, of the Employees' Savings-Stock Purchase Plan of Automatic
Data Processing, Inc., originally adopted on May 2, 1968 and approved by
stockholders on October 31, 1968.

1. Purpose. The purpose of the Plan is to provide eligible employees of the
Company, its Designated Subsidiaries and its Designated Foreign Subsidiaries
with a convenient opportunity to purchase Common Stock of the Company. It is the
intention of the Company to have the Plan qualify as an "Employee Stock Purchase
Plan" under Section 423 of the Code. The provisions of the Plan shall,
accordingly, be construed so as to extend and limit participation in a manner
consistent with the requirements of that section of the Code.

(a) This Plan document is an omnibus document which includes, in addition to the
Plan, separate sub-plans ("Non-Statutory Plans") that permit offerings of grants
to employees of certain Designated Foreign Subsidiaries that are not intended to
satisfy the requirements of Section 423 of the Code. Offerings under the
Non-Statutory Plans may be made to achieve desired tax or other objectives in
particular locations outside the United States of America or to comply with
local laws applicable to offerings in such foreign jurisdictions. The Plan shall
be a separate and independent plan from the Non-Statutory Plans.

(b) Although the Plan is a separate and independent plan from the Non-Statutory
Plans, the total number of Shares authorized to be issued under the Plan applies
in the aggregate to both the Plan and the Non-Statutory Plans. Section 11 of the
Plan sets forth the maximum number of Shares to be offered under the Plan
(together with the Non-Statutory Plans), subject to adjustments as permitted
under Section 17. The Administration Committee shall determine from time to time
the method for allocating the number of such total Shares to be offered under
the Plan and each Non-Statutory Plan. Such determination shall be in the
Administration Committee's discretion and shall not require stockholder
approval.

(c) The Administration Committee may adopt Non-Statutory Plans applicable to
particular Designated Foreign Subsidiaries or locations that are not
participating in the Plan. The terms of each Non-Statutory Plan shall take
precedence over other provisions in this Plan document in respect of any
Designated Foreign Subsidiary participating therein, with the exception of
Sections 11 and 17 with respect to the total number of Shares available to be
offered under the Plan and all Non-Statutory Plans. Unless otherwise superseded
by the terms of a Non-Statutory Plan, the provisions of this Plan document shall
govern the operation of each Non-Statutory Plan. Except to the extent expressly
set forth herein or where the context suggests otherwise, any

<PAGE>

                                                                              2

reference herein to "Plan" shall be construed to include a reference to the Plan
and the Non-Statutory Plans.

2. Definitions.

     (a) "Administration Committee" means a committee appointed by the Board.
Notwithstanding the above, in the absence of a contrary designation by the
Board, the Administration Committee shall be the Compensation Committee of the
Board.

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

     (c) "Code" means the United States Internal Revenue Code of 1986, as
amended.

     (d) "Common Stock" means the Common Stock of the Company, $.10 par value
per share.

     (e) "Company" means Automatic Data Processing, Inc., a Delaware
corporation.

     (f) "Compensation" means the earnings received by an Employee from the
Company, a Designated Subsidiary or a Designated Foreign Subsidiary as
determined by the Administration Committee in a manner intended to comply with
the requirements of Section 423 of the Code and the Treasury Regulations
promulgated thereunder.

     (g) "Continuous Status as an Employee" means the absence of any
interruption or termination of service as an Employee. Continuous Status as an
Employee shall not be considered interrupted in the case of: (i) sick leave,
military leave, or other bona fide leave of absence which is required by law to
be considered uninterrupted service or which is otherwise approved by the
Administration Committee if the period of such leave does not exceed 90 days,
or if longer, so long as the individual's right to reemployment as an Employee
is guaranteed either by contract or statute; or (ii) transfers between
locations of the Company or between and among the Company, its Designated
Subsidiaries or Designated Foreign Subsidiaries. For purposes of clarification,
the disposition of a Designated Subsidiary or Designated Foreign Subsidiary
shall constitute a termination of the Continuous Status as an Employee of any
Employee employed by such Designated Subsidiary or Designated Foreign
Subsidiary.

     (h) "Contributions" means all amounts credited to the account of a
Participant pursuant to the Plan.

     (i) "Corporate Transaction" means a sale of all or substantially all of the
Company's assets, or a merger, consolidation or other capital reorganization of
the Company with or into another corporation, or any other transaction or series
of related transactions in which the Company's stockholders immediately prior
thereto own

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                                                                               3
less than 50% of the voting stock of the Company (or its successor or parent)
immediately thereafter.

     (j) "Designated Broker" shall mean Smith Barney, or such other institution
selected by the Administration Committee.

     (k) "Designated Country" means a jurisdiction or country other than the
United States of America that is designated by the Board or the Administration
Committee from time to time.

     (l) "Designated Foreign Subsidiaries" means all Subsidiaries organized
under the laws of any Designated Country; provided, however, that Subsidiaries
employing as a service for clients any worksite, leased, or similar type
employees under a professional employer, employee leasing or similar type of
employment relationship shall not be Designated Foreign Subsidiaries.

     (m) "Designated Subsidiaries" means all Subsidiaries organized under the
laws of any state of the United States of America, except with respect to any of
such Subsidiaries which the Board or the Administration Committee has determined
is not eligible to participate in the Plan; provided, however, that Subsidiaries
employing as a service for clients any worksite, leased, or similar type
employers under a professional employer, employee leasing, or similar type of
employment relationship shall not be Designated Subsidiaries; provided, further,
however, that at any given time, a Subsidiary that is a Designated Foreign
Subsidiary in a Non-Statutory Plan may not be a Designated Subsidiary in the
Plan.

     (n) "Employee" means any person who is an employee of the Company or one
of its Designated Subsidiaries or Designated Foreign Subsidiaries for tax
purposes and who is customarily employed thereby for at least ten hours per
week.

     (o) "Exchange Act" means the United States Securities Exchange Act of
1934, as amended.

     (p) "Fair Market Value" shall have the meaning ascribed to it in Section
7(b).

     (q) "GAAP" shall mean United States generally accepted accounting
principles as in effect from time to time.

     (r) "New Purchase Date" shall have the meaning ascribed to it in Section
17(b).

     (s) "Non-Statutory Plans" shall have the meaning ascribed to it in Section
1(a).

     (t) "Offering Date" means the first day of each Offering Period, as
determined in accordance with Section 4(a).

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                                                                               4

     (u) "Offering Period" means the period described in Section 4(a).

     (v) "Plan" means this Automatic Data Processing, Inc. Amended and Restated
Employees' Savings-Stock Purchase Plan.

     (w) "Participant" means an eligible Employee who has elected to participate
in the Plan in accordance with Section 5.

     (x) "Purchase Date" means the last day of each Purchase Period.

     (y) "Purchase Period" means the period described in Section 4(b).

     (z) "Purchase Price" means with respect to a Purchase Period an amount
equal to 85% of the Fair Market Value of a Share of Common Stock on the Offering
Date or on the Purchase Date, whichever is lower.

     (aa) "Reserves" shall have the meaning ascribed to it in Section 17(a).

     (bb) "Retirement" means an Employee's termination of employment under
conditions prescribed by the Administration Committee from time to time.

     (cc) "Rule 16b-3" means Rule 16b-3 adopted under Section 16 of the Exchange
Act.

     (dd) "Sales Benefit Earnings" means earnings of an Employee, determined in
accordance with the Sales Benefit Earnings Calculation Summary, as established
by the Company from time to time.

     (ee) "Share" means a share of Common Stock, as adjusted in accordance with
Section 17.

     (ff) "Subsidiary" means a corporation which is a "subsidiary corporation"
of the Company within the meaning of Section 424(f) of the Code; provided,
however, that, with respect to determining Designated Foreign Subsidiaries, the
term "Subsidiary" means a corporation or other entity organized or established
under the laws of any country other than the United States of America, of which
not less than 50% of the voting control is held, directly or indirectly, by the
Company.

     3. Eligibility.

     (a) Any person who is an Employee of the Company or a Designated Subsidiary
as of the Offering Date of a given Offering Period, or such later date
established by the Administration Committee in respect of a given Offering
Period,

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                                                                               5

shall be eligible to participate in such Offering Period, subject to the
requirements of Section 5(a) and the limitations imposed by Section 423(b) of
the Code; provided, however, that any Employee working in a country in which
participation by such Employee in the Plan is prohibited by law, or where an
alternative employee stock purchase plan of the Company, or a similar plan, is
offered, is not eligible to participate in the Plan. Any person who is an
Employee of a Designated Foreign Subsidiary as of the Offering Date of a given
Offering Period, or such later date established by the Administration Committee
in respect of a given Offering Period, shall be eligible to participate in such
Offering Period under the Non-Statutory Plan in which such Designated Foreign
Subsidiary participates, subject to the requirements of Section 5(a).

     (b) Any provisions of the Plan to the contrary notwithstanding, each option
to purchase Shares under the Plan shall be limited as necessary to prevent any
Employee from (i) immediately after the grant, owning capital stock of the
Company and holding outstanding options to purchase capital stock of the Company
possessing, in the aggregate, more than five percent of the total combined
voting power or value of all classes of stock of the Company or of any
Subsidiary, including for this purpose any stock attributed to such Employee
pursuant to Section 424(d) of the Code, or (ii) acquiring rights to purchase
stock under all employee stock purchase plans (as described in Section 423 of
the Code or any other similar arrangements maintained by the Company or any of
its Subsidiaries) of the Company and its Subsidiaries which accrue at a rate
that exceeds $25,000 of the fair market value of such stock (determined at the
time such option is granted in accordance with the principles set forth in
Section 7(b)) for each calendar year in which such option is outstanding at any
time.

     4. Offering Periods and Purchase Periods.

     (a) Offering Periods. The Plan shall be implemented by a series of
consecutive Offering Periods of 27 months' duration, with new Offering Periods
commencing on October 1 of each year, or the first business day thereafter if
October 1 is not a business day; provided, however, that the Administration
Committee may determine that any Offering Period shall commence on a different
date and/or be of a different duration (so long as such duration is not greater
than 27 months). The Plan shall continue until terminated in accordance with
Section 18 hereof.

     (b) Purchase Periods. Subject to Section 17(b), each Offering Period shall
include one Purchase Period of 24 months' duration, commencing on the January 1
following the Offering Date in respect of such Offering Period and ending on
December 31 of the following year; provided, however, that the Administration
Committee may determine that any Purchase Period may have a different
commencement date and a different duration, so long as such duration is no
longer than that of the associated Offering Period.

     5. Participation.

     (a) An eligible Employee may become a Participant in respect of an Offering
Period by electing to participate on the Company's internet or intranet site

<PAGE>
                                                                               6

or calling the Company's Associate Benefit System, in each case, as approved by
the Administration Committee, or in such other manner as the Administration
Committee shall approve, in each case prior to the tenth day preceding the first
day of the Purchase Period related to such Offering Period, unless a different
time for electing to participate is set by the Administration Committee with
respect to a given Offering Period.

     (b) In accordance with Section 6(a), payroll deductions in an amount
necessary to purchase the number of Shares elected to be purchased by the
Participant in respect of any Offering Period pursuant to Section 7 shall
commence on the first full payroll following the first day of the associated
Purchase Period and shall end on the last payroll paid on or prior to the
Purchase Date of such Purchase Period, unless sooner terminated by the
Participant as provided in Section 10.

     6. Method of Payment of Contributions.

     (a) Payroll deductions shall be made from a Participant's Compensation
during a Purchase Period in an amount necessary to purchase that number of
Shares indicated by the Participant on his or her participation election,
subject to the limitations of Section 7(a). All payroll deductions made by a
Participant shall be credited to his or her account under the Plan. Except as
permitted in Section 6(d), a Participant may not make a prepayment or any
additional payments into such account.

     (b) A Participant may discontinue his or her participation in the Plan as
provided in Section 10. A Participant may elect at any time during an Offering
Period to reduce (but not increase) the number of Shares he or she has elected
to purchase in respect of such Offering Period in accordance with such
procedures as may be established by the Administration Committee, and the
Participant's payroll deductions shall be reduced accordingly.

     (c) Notwithstanding the foregoing, to the extent necessary to comply with
Section 423(b)(8) of the Code and Section 3(b) herein, a Participant's payroll
deductions may be decreased by the Company during any Purchase Period to zero.

     (d) Participants on an authorized leave of absence during the first 22
months of a Purchase Period may continue to participate in such Purchase Period
for up to 12 months. Upon return from the leave of absence, the Participant may
make up any deficit in the total amount which would have been in such
Participant's account but for such leave of absence through increased uniform
payroll deductions over the remaining payroll periods in the Purchase Period,
or the Participant may elect to submit a certified check for the full deficit in
the account. If, however, the authorized leave of absence begins after the
twenty-second month of a Purchase Period, then the Participant may only make up
any deficit in the amount required to purchase the number of Shares that the
Participant elected to purchase by certified check.

     (e) At the time an option granted under the Plan is exercised, in whole or
in part, or at the time some or all of the Common Stock issued to a Participant

<PAGE>
                                                                               7

under the Plan is disposed of, the Participant must make adequate provisions for
any applicable federal, state or other tax withholding obligations, if any,
which arise upon the Purchase Date or the disposition of the Common Stock. At
any time, the Company, a Designated Subsidiary or a Designated Foreign
Subsidiary may, but will not be obligated to, withhold from the Participant's
compensation the amount necessary to meet applicable withholding obligations,
including any withholding required to make available to the Company any tax
deductions or benefits attributable to the sale or disposition of Common Stock
by the Participant earlier than as described in Section 423(a)(1) of the Code.

     7. Grant of Option.

     (a) At any time after the Offering Date of each Offering Period and prior
to the tenth day preceding the first day of the Purchase Period related to such
Offering Period (unless a different time for electing to participate is set by
the Administration Committee with respect to a given Offering Period) each
Participant shall be entitled to elect to receive (using the procedures set
forth in Section 5) an option for a number of Shares not to exceed the amount
that is equal to (i) ten percent of such Participant's Compensation on the
related Offering Date (or such other day as may be determined by the
Administration Committee), divided by (ii) 85% of the Fair Market Value of a
Share on the related Offering Date; provided, however, that (x) the number of
Shares for which an election is made shall not exceed that number of Shares
permitted under Section 3(b) and (y) such election shall be subject to the
limitations set forth in Section 11, if applicable. Upon making a proper
election, a Participant shall be granted an option to purchase on the Purchase
Date the number of Shares so elected (subject to Sections 3(b) and 11). The
option granted hereunder may be reduced pursuant to Section 6.

     (b) The fair market value of the Company's Common Stock on a given date
(the "Fair Market Value") shall be the average of the high and low sales prices
of a Share on the primary exchange over which the Common Stock is traded for
such date or, in the event that the Common Stock is not traded on such date,
then the immediately preceding trading date.

     8. Exercise of Option; Interest.

     (a) Except as otherwise provided in Section 10, unless a Participant
withdraws from the Plan as provided in Section 10, his or her option for the
purchase of Shares will be exercised automatically on each Purchase Date, and
the number of full Shares subject to the option will be purchased at the
applicable Purchase Price with the accumulated Contributions in his or her
account and the interest on such Contributions as calculated in accordance with
Section 8(b). No fractional Shares shall be issued. Any amounts accumulated in a
Participant's account (including interest) that are in excess of that required
to purchase the number of Shares that the Participant elected to purchase, or
that are not sufficient to purchase a full Share, shall be refunded to the
Participant in cash. The Shares purchased upon exercise of an option hereunder
shall be deemed to be transferred to the Participant as of the Purchase Date.
During his or her

<PAGE>
                                                                               8

lifetime, a Participant's option to purchase Shares hereunder is exercisable
only by him or her.

     (b) Each Participant's account shall be credited on the last business day
of each calendar year with interest at an annual rate determined by the
Administration Committee and such interest shall be compounded annually. In
addition, the accounts of Participants whose Continuous Status as an Employee
ends due to Retirement or death shall be credited with simple interest at a rate
determined by the Administration Committee for the period commencing on January
1 of the calendar year in which such Retirement or death occurs and ending on
the last business day of the month of such Retirement or death.

     9. Delivery. As promptly as practicable after each Purchase Date, the
number of Shares purchased by each Participant upon exercise of his or her
option shall be deposited into an account established in the Participant's name
with the Designated Broker. The Administration Committee may determine that, for
one year following each Purchase Date, no Share purchased on such Purchase Date
may be transferred out of such Participant's account with the Designated Broker
other than in connection with the "disposition," as such term is used in Section
423(a)(1) of the Code, of such Share.

     10. Voluntary Withdrawal; Termination of Employment.

     (a) A Participant may withdraw all but not less than all the Contributions
credited to his or her account under the Plan at any time prior to each Purchase
Date by giving written notice to the Company in the manner directed by the
Company. All of the Participant's Contributions, plus any interest, credited to
his or her account with respect to an Offering Period will be paid to him or her
promptly after receipt of his or her notice of withdrawal and his or her option
for the current Offering Period will be automatically terminated, and no further
Contributions for the purchase of Shares may be made by the Participant with
respect to such Offering Period.

     (b) Upon termination of the Participant's Continuous Status as an Employee
prior to a Purchase Date for any reason other than Retirement or death, the
Contributions, plus any interest, credited to his or her account will be
returned to him or her and his or her option will be automatically terminated.

     (c) Upon termination of a Participant's Continuous Status as an Employee
prior to a Purchase Date due to Retirement, the Participant may elect to
purchase Shares with amounts accumulated in his or her account through the date
of Retirement in accordance with Section 10(d) or the Participant may elect to
cease participation in the Plan in respect of the then-current Offering Period
and receive a full refund of the amounts accumulated in his or her account up to
the date of Retirement. Upon termination of the Participant's Continuous Status
as an Employee prior to a Purchase Date due to death, the Participant's election
to participate in the Plan shall cease on the date the Participant dies and
Shares will be purchased with amounts accumulated in his or her account in
accordance with Section 10(d).

<PAGE>
                                                                               9

     (d) If a Participant who retires elects to purchase Shares with funds
collected through the date of Retirement in accordance with Section 10(c), or if
a Participant dies, on the last business day of the month in which the
Participant retires or dies all amounts accumulated in his or her account,
including any interest thereon, will be used to purchase, at a price equal to
85% of the Fair Market Value of one Share on the related Offering Date, as many
whole Shares as such amount will purchase up to the maximum number of Shares
that the Participant had elected to purchase during the Purchase Period, and the
balance of funds, if any, will be paid in cash. All Shares purchased on behalf
of deceased Participants will be issued, and all payments of excess funds will
be made, in accordance with Section 13.

     (e) A Participant's withdrawal from the Plan during an Offering Period
will not have any effect upon his or her eligibility to participate in a
succeeding Offering Period or in any similar plan that may hereafter be adopted
by the Company.

     11. Shares.

     (a) Subject to adjustment as provided in Section 17, the maximum number of
Shares which shall be made available for sale under the Plan shall be
60,000,000. If the Administration Committee determines at any time that, on a
given Purchase Date, the number of Shares with respect to which options are to
be exercised may exceed the number of Shares that are available for sale under
the Plan on such Purchase Date, the Board or the Administration Committee may in
its discretion provide (x) that the Company shall make a pro rata allocation of
the Shares available for purchase on such Purchase Date, in as uniform a manner
as shall be practicable and as it shall determine to be equitable among all
Participants exercising options to purchase Common Stock on such Purchase Date,
and continue all Offering Periods then in effect, or (y) that the Company shall
make a pro rata allocation of the Shares available for purchase on such Purchase
Date, as applicable, in as uniform a manner as shall be practicable and as it
shall determine to be equitable among all Participants exercising options to
purchase Common Stock on such Purchase Date, and terminate any or all Offering
Periods then in effect pursuant to Section 18 below.

     (b) The Participant shall have no interest or voting right in Shares
covered by his or her option until such option has been exercised.

     (c) Shares to be delivered to a Participant under the Plan will be
registered in the name of the Participant.

     12. Administration.

     (a) Subject to the express provisions of the Plan, the Administration
Committee shall supervise and administer the Plan and shall have full power to
adopt, amend and rescind any rules deemed desirable and appropriate for the
administration

<PAGE>
                                                                              10

of the Plan and not inconsistent with the Plan, to construe and interpret the
Plan, and to make all other determinations necessary or advisable for the
administration of the Plan. The determinations of the Administration Committee
shall be final, binding, and conclusive.

     (b) The Board and the Administration Committee may delegate any or all of
their authority and obligations under this Plan to such committee or committees
(including without limitation, a committee of the Board) or officer(s) of the
Company as they may designate. Notwithstanding any such delegation of authority,
the Board may itself take any action under the Plan in its discretion at any
time, and any reference in this Plan document to the rights and obligations of
the Administration Committee shall be construed to apply equally to the Board.
Any references to the Board mean only the Board. The authority of the
Administration Committee includes, without limitation, the authority to (i)
establish Non-Statutory Plans and determine the terms of such Non-Statutory
Plans, (ii) designate from time to time which Subsidiaries will be Designated
Foreign Subsidiaries, and which Designated Foreign Subsidiaries will participate
in a particular Non-Statutory Plan, (iii) determine procedures for eligible
Employees to enroll in or withdraw from a Non-Statutory Plan, setting or
changing payroll deduction percentages, and obtaining necessary tax
withholdings, (iv) allocate the available Shares under the Plan to the
Non-Statutory Plans for particular offerings, and (v) adopt amendments to the
Plan or any Non-Statutory Plan in accordance with Section 18.

     (c) The authority of the Administration Committee will specifically
include, without limitation, the power to make any changes to the Plan with
respect to the participation of Employees of any Designated Foreign Subsidiary
when the Administration Committee deems such changes to be necessary or
appropriate to achieve a desired tax treatment in such foreign jurisdiction or
to comply with the laws applicable to such Designated Foreign Subsidiary. Such
changes may include, without limitation, the exclusion of particular Designated
Foreign Subsidiaries from participation in the Plan; modifications to
eligibility criteria, maximum number or value of Shares that may be purchased in
a given period, or other requirements set forth herein; and procedural or
administrative modifications. Any modification relating to offerings to a
particular Designated Foreign Subsidiary will apply only to such Designated
Foreign Subsidiary, and will apply equally to all similarly situated employees
of such Designated Foreign Subsidiary.

     13. Delivery Following the Death of a Participant. In the event of the
death of a Participant, the Company shall deliver to the executor or
administrator of the estate of the Participant any Shares and/or cash due to the
Participant in accordance with the Plan or, if no such executor or administrator
has been appointed (to the knowledge of the Company), the Company, in its
discretion, may deliver such Shares and/or cash to the spouse or to any one or
more dependents or relatives of the Participant.

     14. Transferability. Neither amounts accumulated in a Participant's account
nor any rights with regard to the exercise of an option or to receive Shares
under the Plan may be assigned, transferred, pledged or otherwise disposed of in
any way (other than by will, the laws of descent and distribution, or as
provided in Section 13) by the Participant. Any such attempt at assignment,
transfer, pledge or other disposition shall be

<PAGE>
                                                                              11

without effect, except that the Company may treat such act as an election to
withdraw funds in accordance with Section 10.

     15. Use of Funds. All Contributions received or held by the Company under
the Plan may be used by the Company for any corporate purpose, and the Company
shall not be obligated to segregate such Contributions.

     16. Reports. Statements of account will be made available to Participants
by the Company or the Designated Broker in the form and manner designated by the
Administration Committee.

     17. Adjustments Upon Changes in Capitalization; Corporate Transactions.

     (a) Adjustment. Subject to any required action by the stockholders of the
Company, the number of Shares covered by each option under the Plan that has not
yet been exercised and the number of Shares that have been authorized for
issuance under the Plan but have not yet been placed under option (collectively,
the "Reserves"), as well as the maximum number of Shares that may be purchased
by a Participant in a Purchase Period, the number of Shares set forth in Section
11 above, and the price per Share covered by each option under the Plan that has
not yet been exercised, shall be proportionately adjusted for any increase or
decrease in the number of issued Shares resulting from a stock split, reverse
stock split, stock dividend, subdivision, combination or reclassification of the
Common Stock (including any such change in the number of shares of Common Stock
effected in connection with a change in domicile of the Company), or any other
increase or decrease in the number of Shares effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the
Administration Committee, whose determination in that respect shall be final,
binding and conclusive. Except as expressly provided herein, no issue by the
Company of Shares of stock of any class, or securities convertible into Shares
of stock of any class, shall affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of Shares subject to an option.

      (b) Corporate Transactions. In the event of a dissolution or liquidation
of the Company, any Purchase Period and Offering Period then in progress will
terminate immediately prior to the consummation of such action, unless otherwise
provided by the Board. In the event of a Corporate Transaction, each option
outstanding under the Plan shall be assumed or an equivalent option shall be
substituted by the successor corporation or a parent or subsidiary of such
successor corporation. In the event that the successor corporation refuses to
assume or substitute for outstanding options, each Purchase Period and Offering
Period then in progress shall be shortened and a new Purchase Date shall be set
(the "New Purchase Date"), as of which date any Purchase Period and Offering
Period then in progress will terminate. The New Purchase Date shall be on or
before the date of consummation of the transaction and the Board shall notify
each Participant in writing, at least ten days prior to the New Purchase Date,

<PAGE>
                                                                              12

that the Purchase Date for his or her option has been changed to the New
Purchase Date and that his or her option will be exercised automatically on the
New Purchase Date, unless prior to such date he or she has withdrawn from the
Offering Period as provided in Section 10. For purposes of this Section 17, an
option granted under the Plan shall be deemed to be assumed, without limitation,
if, at the time of issuance of the stock or other consideration upon a Corporate
Transaction, each holder of an option under the Plan would be entitled to
receive upon exercise of the option the same number and kind of Shares of stock
or the same amount of property, cash or securities as such holder would have
been entitled to receive upon the occurrence of the transaction if the holder
had been, immediately prior to the transaction, the holder of the number of
shares of Common Stock covered by the option at such time (after giving effect
to any adjustments in the number of Shares covered by the option as provided for
in this Section 17); provided, however, that if the consideration received in
the transaction is not solely common stock of the successor corporation or its
parent (as defined in Section 424(e) of the Code), the Board may, with the
consent of the successor corporation, provide for the consideration to be
received upon exercise of the option to be solely common stock of the successor
corporation or its parent equal in Fair Market Value to the per Share
consideration received by holders of Common Stock in the transaction.

     The Administration Committee may, if it so determines in the exercise of
its sole discretion, also make provision for adjusting the Reserves, as well as
the price per Share covered by each outstanding option, in the event that the
Company effects one or more reorganizations, recapitalizations, rights offerings
or other increases or reductions of shares of its outstanding Common Stock,
and in the event of the Company's being consolidated with or merged into any
other corporation.

     18. Amendment or Termination.

     (a) The Board may at any time and for any reason terminate the Plan. Except
as provided in Section 17, no such termination of the Plan may affect options
previously granted, provided that the Plan or an Offering Period may be
terminated by the Board on a Purchase Date or by the Board's setting a new
Purchase Date with respect to an Offering Period and Purchase Period then in
progress if the Board determines that termination of the Plan and/or the
Offering Period is in the best interests of the Company and the stockholders or
if continuation of the Plan and/or the Offering Period would cause the Company
to incur adverse accounting charges as a result of a change after the effective
date of the Plan in the GAAP rules applicable to the Plan. Either the Board or
the Administration Committee may amend the Plan, provided, however, that the
Administration Committee may amend the Plan only to the extent required to
comply with applicable law. Except as provided in Section 17 and in this Section
18, no amendment to the Plan shall make any change in any option previously
granted that adversely affects the rights of any Participant. In addition, to
the extent necessary to comply with Rule 16b-3 or Section 423 of the Code (or
any successor rule or provision or any applicable law or regulation), the
Company shall obtain stockholder approval in such a manner and to such a degree
as so required.

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                                                                              13

     (b) Without stockholder consent and without regard to whether any
Participant rights may be considered to have been adversely affected, the Board
or the Administration Committee shall be entitled to change the Offering Periods
and Purchase Periods, limit the frequency and/or number of changes in the amount
withheld during an Offering Period, establish the exchange ratio applicable to
amounts withheld in a currency other than U.S. dollars, permit payroll
withholding in excess of the amount designated by a Participant in order to
adjust for delays or mistakes in the Company's processing of properly completed
withholding elections, establish reasonable waiting and adjustment periods
and/or accounting and crediting procedures to ensure that amounts applied toward
the purchase of Common Stock for each Participant properly correspond with
amounts withheld from the Participant's Compensation, and establish such other
limitations or procedures as the Board or the Administration Committee
determines in its sole discretion advisable that are consistent with the Plan.

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

     20. Conditions Upon Issuance of Shares. Shares shall not be issued with
respect to an option unless the exercise of such option and the issuance and
delivery of such Shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without limitation,
the Securities Act of 1933, as amended, the Exchange Act, the rules and
regulations promulgated thereunder, applicable state securities laws and the
requirements of any stock exchange upon which the Shares may then be listed, and
shall be further subject to the approval of counsel for the Company with respect
to such compliance.

     As a condition to the exercise of an option, the Company may require the
person exercising such option to represent and warrant at the time of any such
exercise that the Shares are being purchased only for investment and without any
present intention to sell or distribute such Shares if, in the opinion of
counsel for the Company, such a representation is required by any of the
aforementioned applicable provisions of law.

     21. Term of Plan; Effective Date. The Plan was originally adopted by the
Board on May 2, 1968, and approved by the Company's stockholders on October 31,
1968, and has been amended and approved by stockholders from time to time since
then. The Plan, as amended and restated herein, is effective as of November 11,
2003 and shall continue in force and effect until terminated under Section 18.

     22. Additional Restrictions of Rule 16b-3. The terms and conditions of
options granted hereunder to, and the purchase of Shares by, persons subject to
Section 16 of the Exchange Act shall comply with the applicable provisions of
Rule 16b-3. This Plan shall be deemed to contain, and such options shall
contain, and the Shares issued upon exercise thereof shall be subject to, such
additional conditions and restrictions as may be required by Rule 16b-3 to
qualify for the maximum exemption from Section 16 of the Exchange Act with
respect to Plan transactions.




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