ADMINISTAFF INC \DE\
2ND AMEND. TO NONQUALIFIED STOCK OPTION PLAN
<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>4
<FILENAME>h03347exv10w9.txt
<DESCRIPTION>2ND AMEND. TO NONQUALIFIED STOCK OPTION PLAN
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.9

                      SECOND AMENDMENT TO ADMINISTAFF, INC.
                         NONQUALIFIED STOCK OPTION PLAN

         The Administaff, Inc. Nonqualified Stock Option Plan ("Plan")
shall be, and hereby is, amended in the following respects:

                              I.

         Effective January 28, 2003, Paragraph 3 of the Plan is amended
in its entirety to provide as follows:

                  "3.      Shares Available Under Plan. Subject to
         adjustments as provided in Paragraph 6, the maximum number of
         shares of Common Stock with respect to Option Rights that may
         be granted under this Plan in the aggregate is Three Million
         Six Hundred Thousand (3,600,000); however, any shares of
         Common Stock which are subject to Option Rights that are
         terminated unexercised, forfeited or surrendered or which
         expire for any reason will again be available for issuance.
         Such shares may be shares of original issuance or treasury
         shares or a combination of the foregoing."

                              II.

         Except as modified herein, the Plan shall remain in full force
and effect.

         Executed effective as of January 28, 2003.

                                     ADMINISTAFF, INC.

                                     By:/s/ Paul J. Sarvadi
                                     --------------------------
                                     Paul J. Sarvadi


</TEXT>
</DOCUMENT>
