Form of 1999 Special Restricted Stock Plan

EXHIBIT 10.8


THE HULL GROUP INC.
1999 SPECIAL RESTRICTED STOCK PLAN


Mayer, Brown & Platt
Chicago, Illinois


2


THE HULL GROUP INC.


Certificate


I, ____________, ____________ of The Hull Group Inc. having in my custody and possession the corporate records of said corporation, do hereby certify that attached hereto is a true and correct copy of The Hull Group Inc. 1999 Special Restricted Stock Plan as in effect as of _____________, 1999.


WITNESS my hand this ___ day of ___________, 1999.


--------------------------
As Aforesaid


3


THE HULL GROUP INC.
1999 SPECIAL RESTRICTED STOCK PLAN


1. Purpose. The purpose of The Hull Group Inc. 1999 Special Restricted Stock
Plan (the "Plan") is to retain the services of and motivate certain key
employees of The Hull Group Inc. ("Hull") by awarding to such employees
equity-based incentives. Upon the conversion of Hull Trading Company,
L.L.C. to a corporation (the "Conversion"), the limited liability company
membership interests ("Interests") outstanding under the [NAME OF
PREDECESSOR PLAN] (the "Prior Plan") as of the Conversion will be
automatically converted to Awards (as defined in subsection 6.1) hereunder
as described in subsection 5.4.


2. Administration.


2.1. Administration by Committee. The Plan shall be administered by the
Compensation Committee of the Board of Directors of Hull (the
"Committee"), which Committee shall consist of two or more persons who
constitute "non-employee directors" within the meaning of Rule 16b-3
promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") and "outside directors" within the meaning of Treas.
Reg. ss. 1.162-27(e)(3).


2.2. Authority. Subject to the provisions of the Plan, the Committee shall
have the authority to (a) manage and control the operation of the
Plan, (b) conclusively interpret and construe the provisions of the
Plan, and prescribe, amend and rescind rules, regulations and
procedures relating to the Plan, (c) make Awards under the Plan, in
such amounts and subject to such restrictions, limitations and
conditions as it deems appropriate, (d) modify the terms of, cancel
and reissue, or repurchase outstanding Awards, (e) prescribe the form
of agreement, certificate or other instrument evidencing any Award
under the Plan, (f) correct any defect or omission and reconcile any
inconsistency in the Plan or in any Award hereunder, (g) extend the
vesting date of any Award under the Plan, (h) accelerate the vesting
date of any Award under the plan, and (i) make all other
determinations and take all other actions as it deems necessary or
desirable for the implementation and administration of the Plan. The
determination of the Committee on matters within its authority shall
be conclusive and binding on Hull and all other persons.


3. Participation. Subject to the terms and conditions of the Plan, the
Committee shall determine and designate, from time to time, from among the
key employees of Hull those persons who will be granted one or more Awards
under the Plan and thereby become "Participants" in the Plan. Individuals
whose Interests under the Prior Plan are converted to Awards under the Plan
as of the Conversion shall also be "Participants" in the Plan for periods
on and after the Conversion.


4


4. Definition of Fair Market Value. For purposes of the Plan, the "Fair Market
Value" of a share of common stock of Hull ("Stock") as of any date shall be
the closing market composite price for such Stock as reported on the Nasdaq
National Market on that date or, if Stock is not traded on that date, on
the immediately preceding date on which Stock was traded. In the event that
the Stock is not listed for trading on a national exchange or or quoted on
an inter-dealer quotation system, the Fair Market Value shall be determined
by the Committee.


5. Shares Subject to the Plan; Conversion of Interests.


5.1. Number of Shares Reserved. Subject to the provisions of subsection
5.3, a total of 1,066,667 shares of Stock are reserved for issuance
under the Plan.


5.2. Reusage and Reversion of Shares.


(a) In the event of the termination of any Award under the Plan (by
reason of forfeiture, expiration, cancellation, surrender or
otherwise), that number of shares of Stock that was subject to
the Award but not delivered shall again be available for Awards
under the Plan.


(b) Notwithstanding the provisions of paragraph (a), the following
shares shall not be available for reissuance under the Plan: (i)
shares with respect to which the Participant has received the
benefits of ownership (other than voting rights), either in the
form of dividends or otherwise; and (ii) shares which are
withheld from any Award under the Plan to satisfy tax withholding
obligations (as described in subsection 7.3).


(c) To the extent that, upon termination of the Plan, any shares of
Stock remain available for issuance hereunder, such shares shall
be distributed pro rata to the individuals who initially
contributed the Interests for issuance under the Prior Plan.


5.3. Adjustments to Interests or Shares Reserved. In the event of any
merger, consolidation, reorganization, recapitalization, spinoff,
stock dividend, stock split, reverse stock split, exchange or other
distribution with respect to shares of Stock or other change in the
structure or capitalization affecting the Stock, the type and number
of shares of Stock, as applicable, which are or may be subject to
Awards under the Plan and the terms of any outstanding Awards shall be
equitably adjusted by the Committee, in its sole discretion, to
preserve the value of benefits awarded or to be awarded to
Participants under the Plan.


5


5.3. Conversion of Interests. Upon the Conversion, any Interests then
outstanding under the Prior Plan shall be cancelled and shall be
substituted with shares of Stock which are subject to the same
restrictions as the Interests for which the shares are substituted.
The conversion of Interests to shares of Stock shall be done in
conformity with the same methodology used to convert unrestricted
Interests into shares of Stock in connection with the Conversion.


6. Awards.


6.1. Definition. Subject to the terms of this Section 6, an "Award" under
the Plan means a grant of shares of Stock which are subject to the
restrictions of this Section 6. The term "Award" shall also incl ...