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                                                                   Exhibit 10.20


                     FIRST AMENDMENT AND RESTATEMENT OF THE
                                   KEANE, INC.
                           DEFERRED COMPENSATION PLAN

                        (EFFECTIVE AS OF JANUARY 1, 2001)

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                                    ARTICLE 1

                               PURPOSE AND INTENT

     The Keane, Inc. Deferred Compensation Plan (the "Plan") was originally
established by Keane, Inc. effective as of October 23, 1997, to permit certain
of its management or highly compensated employees to defer all or a portion of
their salary and bonuses. The Plan has been amended in certain respects and
restated in its entirety effective January 1, 2001, for the purpose of providing
such employees with a capital accumulation opportunity by permitting them to
defer compensation on a pre-tax basis, to provide Keane, Inc. and its affiliates
with a method of rewarding and retaining its key employees. The Plan is intended
to be "a plan which is unfunded and is maintained by an employer primarily for
the purpose of providing deferred compensation for a select group of management
or highly compensated employees" within the meaning of Sections 201(2),
301(a)(3) and 401(a) of ERISA, and shall be implemented and administered in a
manner consistent therewith.

                                    ARTICLE 2

                                   DEFINITIONS

     Whenever used herein, unless the context clearly indicated otherwise, the
following words and phrases shall have the meaning herein specified and the
following definitions shall be equally applicable to both the singular and
plural forms of any of the terms herein defined. The masculine pronoun whenever
used herein shall include the feminine and neuter genders and the singular shall
include the plural, unless the context clearly indicates a different meaning.

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     2.1    "ACCOUNT" means the account established on behalf of the Participant
as described in Section 6.1.

     2.2    "BENEFICIARY" means an individual or entity designated by a
Participant or otherwise determined pursuant to Section 8.1.1 hereof to receive
any death benefits payable under the Plan.

     2.3    "BONUS" means the amount otherwise payable to a Participant under
the Keane, Inc. Annual Incentive Bonus (AIB), as from time to time in effect,
based on the Participant's participation in the AIB for that computation period
under the AIB applicable to the Plan Year in question, during the Plan Year
following the year in which the Participant executes a Deferral Agreement based
on the Participant's participation in the AIB for the current AIB computation
period, or any comparable computation period used for computation of the bonus
prior to such bonus awards becoming payable to the Participant.

     2.4    "CODE" means the U.S. Internal Revenue Code of 1986, as amended.

     2.5    "COMMITTEE" means the Keane, Inc. Administrative Committee, or such
other committee as may be established from time to time to administer the Plan,
which shall consist of one or more individuals who shall be designated by, and
serve at the pleasure of, the Board of Directors of Keane, Inc.

     2.6    "DEFERRAL AGREEMENT" means an agreement between the Employer and a
Participant to defer a Bonus or Salary, which is executed pursuant to Article 5
hereof.

     2.7    "DISABILITY" or "DISABLED" means the inability of an Employee to
perform each of the material duties of the Employee's regular occupation for a
period of time extending beyond

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a period of one hundred eighty (180) consecutive days from the first day on
which said inability commences.

     2.8    "EMPLOYER" means Keane, Inc., Keane Federal Systems, Inc., Keane
Service Company, Inc., Keane Consulting Group, Inc., Keane CRM Solutions
Practice, Inc., Keane Care Computer Systems, Inc. and any successor or other
entity which, by written agreement, assumes the obligations of the Plan.

     2.9    "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended.

     2.10   "NORMAL RETIREMENT DATE" means a Participant's date of termination
from active employment with Employer after having attained the age of fifty-five
(55) years.

     2.11   "PARTICIPANT" means an Employee of the Employer selected by the
Board of Directors of the Employer or its designee pursuant to Article 4 hereof
to participate in this Plan.

     2.12   "PLAN" means the Keane, Inc. Deferred Compensation Plan, as herein
set forth, as the same may be amended from time to time.

     2.13   "PLAN YEAR" means the twelve month period commencing on January 1
and ending on December 31, except that in the year the Plan is adopted the Plan
Year shall commence on the date the Plan was adopted.

     2.14   "SALARY" means the amount otherwise payable to the Participant, as
salary or commissions during the Plan Year following the year in which the
Participant executes a Deferral Agreement.

                                    ARTICLE 3

                                 ADMINISTRATION

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     The Plan shall be administered by the Committee. The Committee shall have
the authority to interpret the provisions of the Plan and decide all questions
and settle all disputes which may arise in connection with the Plan, all in the
exercise of its sole discretion. The Committee may establish operating and
administrative rules and procedures in connection therewith, provided that such
rules and procedures are consistent with the requirements of ERISA. All
interpretations, decisions and determinations made by the Committee shall be
final, conclusive and binding on all persons concerned. No member of the
Committee who is a Participant may vote upon or otherwise participate in any
decision or act with respect to a matter relating to himself or his
Beneficiaries.

                                    ARTICLE 4

                                  PARTICIPATION

     The Participants in the Plan shall be those "Management or
Highly-Compensated Employees," within the meaning of Section 201(2), 301(a)(3)
and 401(a)(1) of ERISA, who shall be Employees of the Employer and who shall be
selected from time to time by the Committee from among those Employees with an
annual base Salary of One Hundred Thousand Dollars ($100,000) or more, with job
classifications at the level of Director or above. To participate in the Plan an
eligible Employee must complete all requisite election forms and applications in
a timely manner reasonably acceptable to the Committee, provided that
newly-hired Employees who are immediately eligible to participate in the Plan
may complete the requisite forms and applications within thirty (30) calendar
days following their written notification by the Committee or its designee of
eligibility to participate. Once an Employee becomes a Participant,

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he or she generally remains eligible to participate for all Plan Years
thereafter; provided that a Participant's participation in the Plan shall end
upon his termination of service with the Employer for any reason or his ceasing
to be a Management or Highly-Compensated Employee. In the latter case, ceasing
to be such an Employee shall not reduce the obligation of the Employer to any
Participant below the amount to which the Participant would be entitled under
the Plan as in effect immediately prior to such termination of participation if
the Participant's employment with the Employer had then terminated. The
Committee may alter its criteria for Plan eligibility within the framework of
the provisions of this Article 4.

                                    ARTICLE 5

                           DEFERRALS AND CONTRIBUTIONS

     5.1    DEFERRAL ELECTION. Each Participant may elect to defer the Bonus
and/or Salary that would otherwise be payable to him for a Plan year by
executing a Deferral Agreement.

     5.2    ELECTION PROCEDURES. An election to defer Salary or a Bonus is made
by completing a Deferral Agreement by December 15 (December 22, 2000 as to the
2001 Plan Year only) of the Plan Year prior to the Plan Year in which the Salary
or Bonus would otherwise be paid. The election shall pertain to the succeeding
Plan Year only and shall be irrevocable as to that Plan Year. The election shall
specify the percentage of the Bonus to be deferred in one percent (1%)
increments from ten percent (10%) to ninety percent (90%), and the percentage of
Salary to be deferred in one percent (1%) increments from five percent (5%) to
fifty percent (50%).

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     5.3    DEFERRAL LIMITATIONS. No deferral election shall reduce a
Participant's current compensation (Salary and Bonus) below the amount necessary
to satisfy the following obligations:

            (a)   Applicable employment taxes on the amounts deferred;

            (b)   Federal, state and local income and withholding taxes on
     amounts deferred or other compensation; and

            (c)   Contributions required of or elected by the Participant under
     any other employee benefit plans from time to time maintained by the
     Employer, or any other deductions authorized by the Employee or ordered by
     a court or other authority of competent jurisdiction under applicable law
     or regulations.

     5.4    EMPLOYER CONTRIBUTIONS AND MATCHING CONTRIBUTIONS. In addition to
Participant deferrals pursuant to Section 5.1, the Employer may, in its sole
discretion, make contributions to the Plan for the benefit of any or all
Participants in any Plan Year, based upon the performance of the Employer or of
the Participant(s) in question, or such other and further criteria as the
Employer may deem appropriate. Such contributions may take the form of matching
contributions based upon the Participant's deferral election, and may become
vested and nonforfeitable in accordance with a schedule different from that
applicable to the Participant's deferrals, all as from time to time stipulated
by the Employer at the time such contributions are determined.

     5.5    FULL FUNDING UPON A CHANGE OF CONTROL. Notwithstanding any other
provision hereof, the Employer shall, as soon as possible (but in no event more
than thirty (30) days)

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following a Change of Control, as hereinafter defined, irrevocably set aside and
contribute to a trust fund, irrevocable letter of credit or other funding
arrangement providing comparable security to Plan Participants and Beneficiaries
and established for this purpose, an amount sufficient to pay each Plan
Participant or Beneficiary the benefits to which Plan Participants or their
Beneficiaries would be entitled pursuant to the terms of the Plan as of the date
on which the Change of Control occurred. For purposes hereof, "Change of
Control" shall mean (i) the purchase or other acquisition by any person, entity
or group of persons, within the meaning of Section 13(d) or 14(a) of the
Securities Exchange Act of 1934 ("Act") or any comparable successor provisions,
of "beneficial ownership" (within the meaning of Rule 13d-3 promulgated under
the Act) of thirty percent (30%) or more of either the outstanding shares of
common stock or the combined voting power of the then outstanding voting
securities of Keane, Inc. entitled to vote generally; (ii) such time as the
Continuing Directors (as defined below) do not constitute a majority of the
Board (or, if applicable, the Board of Directors of a successor corporation to
Keane, Inc.), where the term "Continuing Director" means at any date a member of
the Board (x) who was a member of the Board on the date of the initial adoption
of this Plan by the Board or (y) who was nominated or elected subsquent to such
date by at least a majority of the directors who were Continuing Directors at
the time of such nomination or election or whose election to the Board was
recommended or endorsed by at least a majority of the directors who were
Continuing Directors at the time of such nomination or election; PROVIDED,
HOWEVER, that there shall be excluded from this clause (y) any individual whose
initial assumption of office occurred as a result of an actual or threatened
election contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents, by or on behalf of a

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person other than the Board; (iii) the approval by the stockholders of Keane,
Inc. of a reorganization, merger, consolidation, recapitalization or share
exchange involving Keane, Inc. in each case, with respect to which persons who
were stockholders of Keane, Inc. immediately prior to such reorganization,
merger, consolidation, recapitalization or share exchange do not, immediately
thereafter, own more than fifty percent (50%) of the combined voting power
entitled to vote generally in the election of directors of the then outstanding
securities of the reorganized, merged, or consolidated Keane, Inc. (or the legal
successor(s) thereto); or (iv) a liquidation or dissolution of Keane, Inc. or of
the sale of all or substantially all of its assets.

                                    ARTICLE 6

                              ACCOUNTS AND CREDITS

     6.1    ESTABLISHMENT OF ACCOUNT. For accounting and computational purposes
only, the Employer shall establish and maintain for each Participant an Account
to which credits and charges shall be made as provided hereunder, which shall
remain part of the general assets of the Employer. Each Participant or
Beneficiary under the Plan holds only the status of a general creditor of the
Employer (e.g., in the event of the bankruptcy or insolvency of the Employer)
and shall have no right to receive any specific Account balance or Plan asset.

     6.2    CREDITS TO THE ACCOUNT. The amount a Participant elects to defer
pursuant to Sections 5.1 and 5.2 hereof shall be credited ratably to the
Participant's Account as soon as administratively feasible and normally within
five (5) business days after the time the Salary or Bonus would otherwise have
been payable to the Participant but for his election to defer. Employer
contributions pursuant to Section 5.4 hereof will be credited to the
Participant's

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Account as stipulated by the Employer at the time such contributions are
determined. Each Participant's Account will also be credited with earnings as
determined under Article 6.4 hereof. A Participant shall not have any right to
receive any current or accumulated deferred compensation or earnings until such
time as determined under Article 7 of the Plan.

     6.3    INVESTMENT OF AMOUNTS CREDITED TO THE ACCOUNT. It is intended that
the Employer shall invest the amounts credited to Participant Accounts from time
to time in investments determined by the Committee in its sole discretion. For
purposes of measuring the investment returns of his Account a Participant may
select, by an investment designation on a form provided by the Committee, or in
such other manner as the Committee may from time to time designate, from one or
more benchmark investment funds chosen by the Committee, in which such Accounts
are deemed to be invested. The deferrals and contributions pertaining to each
Plan Year may be allocated separately for this purpose. Investment allocations
may be changed monthly in increments of one full percentage point (1%). Changes
received by the Committee or its designee by the twenty-fifth (25th) day of any
calendar month will be given effect as of the first business day of the calendar
month following. Notwithstanding the above, the Committee in its sole discretion
may from time to time change the benchmark investment funds available under the
Plan.

     6.4    VALUATION OF ACCOUNTS. Each benchmark investment fund shall be
valued daily, insofar as practicable, and the value of each Participant's
Account shall be recorded monthly based on the amounts credited to such Account,
the investment performance of the Account, any distributions made from such
Account and any Plan expenses allocated by the Committee to such Account. The
net investment earnings or loss credited to or deducted from each Participant's

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Account shall reflect the net investment return (positive or negative) of the
applicable benchmark investment funds selected by the Participant. In all cases
a Participant's Account shall reflect net investment return through the last
business day of the calendar month preceeding that which includes the date of
distribution of amounts from such Account.

     6.5    DECREASES IN ACCOUNT. A Participant's Account will be reduced by any
benefits distributed to or on behalf of a Participant pursuant to Article 7.

     6.6    PARTICIPANT STATEMENTS. The Committee shall provide statements to
each Participant on at minimum an annual basis showing such information as is
appropriate, including the aggregate amount in his Account as of a reasonably
current date.

     6.7    VESTING. Participants' interests in their respective Plan Accounts
shall become vested and nonforfeitable as follows:

            (a)   Participants' interests in their Account balances derived from
     elective deferrals and net investment returns attributable thereto shall at
     all times be fully vested and nonforfeitable.

            (b)   Participants' interests in their Account balances derived from
     Employer contributions (including matching contributions) and net
     investment returns attributable thereto shall become vested and
     nonforfeitable in the manner prescribed by the Employer at such time as the
     contributions in question are determined, provided that if the Employer
     does not so prescribe the foregoing paragraph (a) shall apply to such
     interests.

                                    ARTICLE 7

                       AMOUNT AND DISTRIBUTION OF BENEFITS

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     7.1    AMOUNT OF BENEFITS. Except as specifically provided in Article 8
hereof, the value of a Participant's Account, as determined under Article 6
hereof, shall determine and constitute the sole basis for the value of the
benefits payable to the Participant under the Plan.

     7.2    COMMENCEMENT OF BENEFIT PAYMENTS. Except as provided in this Article
and in Article 8 hereof, the benefits payable to a Participant shall commence in
accordance with the terms of the Participant's Deferral Agreements. The
deferrals and contributions attributable to each Plan Year, and any net
investment gains attributable thereto, may be distributed on a separate
schedule. Distributions are taxable as ordinary income when received by the
Participant or his Beneficiary. A Participant may elect to receive his vested
Account balance attributable to a Plan Year upon termination, retirement or
disability or at a specified future date while still employed by the Employer,
all as provided in this Article. Any Participant who made a distribution
election under the Plan as constituted prior to January 1, 2001 may on a
one-time basis prior to December 15, 2000, elect to change the form of benefit
payment.

     7.3    FORM OF BENEFIT PAYMENT. Except as specifically provided in Article
8 hereof, the benefits payable to a Participant shall be paid as provided in
this Article 7 and, to the extent consistent therewith, in the Participant's
Deferral Agreement or Agreements. If a Participant's Deferral Agreement does not
provide for a form of payment, the benefits attributable to such Deferral
Agreement shall be paid as provided in Articles 7 and 8 hereof.

     7.4    RETIREMENT OR OTHER TERMINATION OF SERVICE. The provisions of this
Section 7.4 apply in the event of any termination of service with the Employer
by a Participant other than due to death or disability, in which case the
provisions of Article 8 hereof shall apply. Except as otherwise specifically
provided herein, a Participant's election in a Deferral Agreement to receive

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the vested deferrals, contributions and net investment earnings attributable
thereto with respect to a given Plan Year upon such termination of service shall
be irrevocable. If termination occurs prior to Normal Retirement Age such
distribution shall be in the form of a lump sum. If termination occurs at or
after Normal Retirement Age the distribution will be made in accordance with the
Participant's election in his original Deferral Agreement, provided that if no
such designation is made distribution shall be in the form of a lump sum. The
Participant may elect to receive his distribution in the form of a lump sum or
in annual installments over five (5), ten (10) or fifteen (15) years following
termination. Notwithstanding the foregoing, if the Participant's vested Account
balance is less than Ten Thousand Dollars ($10,000) at termination, distribution
will be made in the form of a lump sum. Subject to the foregoing, the form or
timing of a distribution may be changed by the Participant by giving written
notice, upon a form to be provided by the Committee or its designee, to the
Committee at least one (1) year prior to the date of the distribution.

     7.5    SCHEDULED IN-SERVICE DISTRIBUTIONS. A Participant may elect to
receive a Scheduled Distribution from his vested Plan Account while still
employed by the Employer, provided that (a) no such Distribution may pertain to
deferrals or contributions made with respect to Plan Years beginning prior to
January 1, 2001; (b) such Distribution may not commence until the third Plan
Year after the Plan Year in which the deferrals or contributions were made
(e.g., until 2004 as to 2001 deferrals or contributions); and (c) the
Distribution shall be in the form of a lump sum payable prior to the end of the
first quarter of the Plan Year specified in the Scheduled Distribution election
form (e.g., the first quarter of 2004, as to an election made as to 2001). A
Scheduled Distribution may be postponed provided the Participant gives the
Committee written

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notice of his desire to do so at least one (1) year prior to the date that the
Distribution was originally scheduled to be made. A Scheduled Distribution may
not be postponed more than twice in this fashion. If the Participant terminates
service with the Employer before or after his Normal Retirement Age, but prior
to the date of his Scheduled Distribution, his entire vested Account balance
(including any Scheduled Distributions) shall instead be distributed pursuant to
Section 7.4 hereof.

     7.6    HARDSHIP DISTRIBUTIONS. A Participant may at any time apply to the
Commitee for an immediate distribution of all or any portion of his vested
Account balance in the event of hardship. Hardship Distributions shall be
granted by the Committee only to the extent required to meet the hardship and
only for the following reasons:

            (a)   illness or accident suffered by the Participant or his spouse
     or dependent;

            (b)   a casualty loss affecting the property of the Participant or
     his spouse or dependent;

            (c)   other circumstances of similar character and magnitude arising
     from events beyond the control of the Participant.

Any Participant claiming hardship status shall be required to submit
documentation of the hardship, the amount of the Hardship Distribution required
to alleviate the same and proof in form acceptable to the Committee in its sole
discretion that the hardship cannot be alleviated by other means, such as
insurance coverage, available taxable or non-taxable withdrawals from the
Employer's tax-qualified retirement plans or other resources reasonably
available to the Participant. A Participant receiving a Hardship Distribution
shall be ineligible to make an

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elective deferral to the Plan for the remainder of the Plan Year in which the
Distribution is made or the Plan Year following.

            7.7   TAX WITHHOLDING. The Employer shall make whatever agreements
are necessary to effectuate a timely and proper withholding (from the Account or
otherwise) on account of any payments under the Plan that are subject to
Federal, State and local income and employment tax withholding at the time of
deferral or payment, as the case may be.

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                                    ARTICLE 8

                          DEATH AND DISABILITY BENEFITS

     8.1    DEATH BENEFITS.

            8.1.1 DESIGNATION OF BENEFICIARY. A Participant may, by written
     instrument delivered during his lifetime to the Employer, designate primary
     and contingent Beneficiaries to receive any benefit payments which may be
     payable hereunder following his death, and may designate the proportions in
     which such Beneficiaries are to receive such payments. A Participant may
     change such designations from time to time and the last written designation
     filed with the Employer prior to the Participant's death will control. If a
     Participant fails to designate a Beneficiary or no designated Beneficiary
     survives the Participant, or if all designated Beneficiaries who survive
     the Participant die before all payments are made, any remaining payments
     shall be made to the Participant's surviving spouse, if then living; or if
     not then living, to the then living issue of the Participant, if any, by
     right of representation, or if no such issue is then living, the legal
     representatives of the Participant's estate, all of whom shall be
     considered Beneficiaries of the Participant for purposes of this Plan.

            8.1.2 DEATH BENEFITS. If a Participant dies while employed by the
     Employer, an amount equal to the greater of (1) his Insured Benefit
     hereunder, if any, or (2) his vested Account balance, determined in each
     case as of the date of death, will be paid to his Beneficiary or
     Beneficiaries as designated pursuant to Section 8.1.1 hereof, subject to
     ordinary income taxes. Notwithstanding the foregoing, the Beneficiary or
     Beneficiaries of a Participant whose participation in the Plan began on
     January 1, 1998, and whose

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     termination of employment with the Employer is due to death shall be
     entitled to receive the greater of (i) such vested Account balance, or (ii)
     an insured Plan death benefit (the "Insured Death Benefit") equal to the
     difference between (a) the stated death benefit under any life insurance
     contract(s) purchased on the life of the Participant pursuant to the Plan,
     and (b) such vested Account balance.

            The Beneficiary or Beneficiaries of a Participant whose
     participation in the Plan began on January 1, 1999, and whose termination
     of employment with the Employer is due to death shall be entitled to
     receive an Insured Death Benefit based upon the schedule attached hereto as
     Exhibit A, as from time to time amended, provided that the insurance
     coverage required to fund such Insured Death Benefit has been procured and
     is in force upon the death of the Participant.

            Any Participant (a) whose participation in the Plan begins on
     January 1, 2000, or thereafter, (b) who on or after January 1, 2001
     discontinues deferrals under the Plan, other than for the minimum period
     mandated under Section 7.6 hereof in the event of a Hardship Distribution
     or because the Participant has no compensation to defer (e.g., due to
     disability or unpaid leave of absence), or (c) whose employment with the
     Employer terminates prior to death, shall be entitled to no Insured Death
     Benefit under this Plan whatsoever. Any Insured Death Benefits payable
     under this Plan shall be paid to the Participant's Beneficiary or
     Beneficiaries in accordance with the Participant's election or, in the sole
     discretion of the Committee, in a single lump sum payable as soon as
     administratively possible following the death of the Participant. Any other
     death benefit shall be paid in the manner designated by the Participant in
     his Deferral Agreement or

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     Agreements or, if no such designation is made, in a single lump sum payable
     as soon as administratively possible following the death of the
     Participant.

            8.1.3 DEATH FOLLOWING BENEFIT COMMENCEMENT. If a Participant dies
     after the date payment of benefits has commenced under the Plan, the
     Participant's Beneficiary or Beneficiaries shall continue to receive
     payment of the balance credited to the Participant's Account as provided
     under the Participant's Deferral Agreement or Agreements, provided that
     within six (6) months following the death of the Participant any
     Beneficiary may apply to the Committee to change the form of distribution
     to any other form permitted under this Plan.

     8.2    DISABILITY PRIOR TO BENEFIT COMMENCEMENT. Except as otherwise
provided herein, if a Participant becomes Disabled before payment of benefits
has commenced under the Plan, at the request of the Participant and in the sole
discretion of the Committee the entire vested amount credited to the
Participant's Account shall be paid to the Participant in five (5) substantially
equal annual installments, payable as soon as administratively feasible
following the determination by the Committee that the Participant is Disabled.
Upon application by the Disabled Participant to the Committee within six (6)
months after the date that the Participant becomes Disabled, any remaining
installments may be distributed to the Participant over a period of ten (10)
years or in a lump sum. If any distribution from the Plan shall have the effect
of reducing disability benefits receivable by the Participant under any other
policy, plan, program or arrangement, such distribution may be postponed at the
election of the Participant.

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                                    ARTICLE 9

                           NO ASSIGNMENT OR ALIENATION

     Except to the extent set forth in Section 8.4, the interest hereunder of
any Participant shall not be alienable by the Participant by assignment or any
other method, and shall not be subject to be taken by his creditors by any
process whatsoever; and any attempt to cause such interest to be so subjected
shall not be recognized, except to such extent required by applicable law.

                                   ARTICLE 10

                            NO CONTRACT OF EMPLOYMENT

     The Plan shall not be deemed to constitute a contract of employment between
the Employer and any Participant, or to be consideration for the employment of
any Participant. Neither the action of establishing the Plan for the Employer
nor any action taken by or on behalf of the Employer or by the Committee under
the provisions hereof, nor any provision of the Plan, shall be construed as
giving to any Participant the right to be retained in the employ of the Employer
or any right to any payment whatsoever except to the extent of the benefits
provided for by the Plan. The Employer expressly reserves its right at any time
to dismiss any Participant or Employee without liability for any claim against
the Employer or for any claim for any payment whatsoever, except to the extent
provided for in the Plan.

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                                   ARTICLE 11

                              AMENDMENT/TERMINATION

     The Plan may be altered, amended, terminated or revoked in writing by the
Committee with the consent of the Board of Directors of Keane, Inc. at any time;
but no such action shall operate to reduce any Participant's vested Account
balance below the vested amount credited to such Account immediately prior to
such action.

                                   ARTICLE 12

                                CLAIMS PROCEDURES

     12.1   GENERAL. Any claim for benefits under the Plan shall be filed by a
Participant or Beneficiary (Claimant) of the Plan on the form prescribed for
such purpose with the Committee, or in lieu thereof, by written communication
which is made by the Claimant's authorized representative in a manner reasonably
calculated to bring the claim to the attention of the Committee.

     12.2   DENIALS. If a claim for a Plan benefit is wholly or partially
denied, notice of the decision shall be furnished to the Claimant by the
Committee within ninety (90) days after receipt of the claim by the Committee.

     12.3   NOTICE. Any Claimant who is denied a claim for benefits shall be
furnished written notice setting forth:

            (a)   The specific reason or reasons for the denial; and

            (b)   Specific reference to the pertinent Plan or Deferral Agreement
                  provision upon which the denial is based; and

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            (c)   A description of any additional material or information
                  necessary for the Claimant to perfect the claim; and

            (d)   An explanation of the Plan's claims review procedure.

     12.4   APPEALS PROCEDURE. In order that a Claimant may appeal the denial of
a claim, a Claimant or his duly authorized representative:

            (a)   May request a review by written application to the Employer's
                  Board of Directors or its designee not later than sixty (60)
                  days after receipt by the Claimant of written notification of
                  denial of claim;

            (b)   May review pertinent documents;

            (c)   May submit issues and comments in writing to the Board of
                  Directors of the Employer or its designee; and

            (d)   May request a hearing before the Board of Directors of the
                  Employer or its designee.

     12.5   REVIEW. A decision on review of a denied claim shall be made not
later than sixty (60) days, or in the case a hearing is requested and held one
hundred twenty (120) days, after receipt of a request for review, unless special
circumstances require an extension of time for processing, in which case a
decision shall be rendered within a reasonable period of time, but not later
than one hundred twenty (120) days after receipt of a request for review. The
decision on review shall be in writing and shall include the specific reason(s)
for the decision and the specific reference(s) to the pertinent Plan provisions
on which the decision is based.

                                     - 21 -
<Page>

                                   ARTICLE 13

                                  GOVERNING LAW

     The Plan shall be governed and construed in accordance with the laws of the
Commonwealth of Massachusetts except to the extent preempted by federal law.

     IN WITNESS WHEREOF, the Employer has caused the Plan to be executed by its
duly authorized representatives on the dates provided below.


                               KEANE, INC.


                               By: /s/ Brian T. Keane
                                   --------------------------------------
                                     Brian Keane                     Date


                               KEANE FEDERAL SYSTEMS, INC.


                               By:/s/ John F. Keane
                                  ---------------------------------------
                                  John F. Keane                      Date


                               KEANE SERVICE COMPANY, INC.


                               By:/s/ Walter J. Kaczor, Jr.
                                  ---------------------------------------
                                  Walter Kaczak                      Date


                               KEANE CONSULTING GROUP, INC.


                               By: /s/ Linda B. Toops
                                  ---------------------------------------
                                  Linda Toops                        Date

                                     - 22 -
<Page>

                               KEANE CRM SOLUTIONS PRACTICE, INC.


                               By: /s/ Brian T. Keane
                                  ---------------------------------------
                                  Brian Keane                        Date


                               KEANE CARE, INC.


                               By: /s/ Brian T. Keane
                                  ---------------------------------------
                                  Brian Keane                        Date

                                     - 23 -
<Page>

                                    EXHIBIT A
                                       TO
               FIRST AMENDMENT AND RESTATEMENT OF THE KEANE, INC.
                           DEFERRED COMPENSATION PLAN


    SCHEDULE OF PLAN INSURED DEATH BENEFITS FOR JANUARY 1, 1999 PARTICIPANTS
                   PURSUANT TO PLAN SECTION 8.1.2, AS AMENDED


<Table>
<Caption>
Participant Name                                     Insured Death Benefit
----------------                                     ---------------------
<S>                                                       <C>
KEANE, INC.

Adams, Wayne                                              $   190,000
Benkeser, Kenneth                                         $   190,000
Johnson, Scott                                            $   380,000
Krueger, Brian                                            $   100,000
Kurtz, James                                              $   190,000

KEANE CONSULTING GROUP, INC.

Fenske, Michael                                           $   380,000
Jenn, Andrew                                              $   100,000
</Table>

                                     - 24 -
<Page>

        FIRST AMENDMENT TO THE
        FIRST AMENDMENT AND RESTATEMENT OF THE KEANE, INC.
        DEFERRED COMPENSATION PLAN

This First Amendment to the First Amendment and Restatement of the Keane, Inc.
Deferred Compensation Plan executed December 14, 2001 and effective January 1,
2002, by Keane, Inc., and the affiliates thereof hereunto set forth (hereinafter
collectively referred to as the "Employers").

        WITNESSETH:

WHEREAS, the Employers, having heretofore adopted the Keane, Inc. Deferred
Compensation Plan (hereinafter referred to as the "Plan") for the benefit of
certain management or highly-compensated employees, now wish to amend the
provisions thereof in certain respects;

NOW, THEREFORE, in consideration of the premises and of the execution of this
First Amendment to the amended and restated Plan by the Employers, the Employers
do hereby amend the provisions of the Plan as follows, effective as provided
above:

 1.     Section 7.5 of the Plan shall be amended to provide as follows:

"7.5    IN-SERVICE DISTRIBUTIONS. A Participant may elect to receive a Scheduled
Distribution from his vested Plan Account while still employed by the Employer,
provided that except as otherwise specifically provided in this Section 7.5, (a)
no such Distribution may pertain to deferrals or contributions made with respect
to Plan Years beginning prior to January 1, 2001; (b) such Distribution may not
commence until the third Plan Year after the Plan Year in which the deferrals or
contributions were made (e.g., until 2004 as to 2001 deferrals or
contributions); and (c) the Distribution shall be in the form of a lump sum
payable prior to the end of the first quarter of the Plan Year specified in the
Scheduled Distribution election form (e.g., the first quarter of 2004, as to an
election made as to 2001). A Scheduled Distribution may be postponed provided
the Participant gives the Committee written notice of his desire to do so at
least one (1) year prior to the date that the Distribution was originally
scheduled to be made. A Scheduled Distribution may not be postponed more than
twice in this fashion. If the Participant terminates service with the Employer
before or after his Normal Retirement Age, but prior to the date of his
Scheduled Distribution, his entire vested Account balance (including any
Scheduled Distributions) shall instead be distributed pursuant to Section 7.4
hereof.

Notwithstanding any other provision hereof, any Participant who was a
Participant in the Plan prior to January 1, 2001 may, by filing a written
election in form acceptable to the Committee during the month of November, 2001,
elect on a one-time basis to receive a Distribution of all or a portion of that
portion of his vested Plan Account pertaining to deferrals or contributions made
with respect to Plan Years beginning prior to January 1, 2001 (the "Pre-2001
Account Balance"), subject to the following provisions. The Participant may
elect to receive one hundred percent (100%) of his Pre-2001 Account Balance or
any lesser portion thereof which is a ten percent (10%) increment of such
Balance. The Participant may elect to have such Distribution paid in one of the
following forms: (i) a lump sum payable in March, 2003, or at any time
thereafter, as specified by the Participant; or (ii) in three (3) or five (5)
equal installments commencing in March, 2003 or at any time thereafter and
continuing on an annual basis on the same date in the two (2) or four (4)
ensuing calendar years, as the case may be, with the amount of such subsequent
installments to be adjusted to reflect the investment performance of the
Participant's undistributed Pre-2001 Account Balance in the interim.
Notwithstanding any provision hereof, including, without limitation, Article 8
hereof, if a Participant elects to receive such a Distribution, the Stated Death
Benefit, as defined in Section 8.1.2 hereof, taken into account for purposes of
calculating the Death Benefit payable pursuant to Article 8 hereof in the event
of the Participant's death after such Distribution takes

<Page>

place shall be reduced by an amount equal to the Stated Death Benefit which
would otherwise be so taken into account, as set forth in Exhibit A hereto
attached, multiplied by that percentage of his Pre-2001 Account Balance which
the Participant elects to receive pursuant to this paragraph; provided that if
the Participant elects to receive an installment Distribution pursuant to clause
(ii) above, such reduction shall be prorated accordingly if the death of the
Participant occurs after some, but fewer than all, of such installments have
been paid.

2.      Section 8.1.2 of the Plan shall be amended to provide as follows:

8.1.2.  DEATH BENEFITS. Subject to the provisions of Section 7.5 hereof, if and
to the extent applicable, the beneficiary or beneficiaries of a Participant
whose participation in the Plan began on January 1, 1998, and whose termination
of employment with the Employer is due to death shall be entitled to an insured
Plan death benefit (the "Insured Death Benefit") equal to the difference between
(a) the Stated Death Benefit, as set forth on Exhibit A attached hereto, and (b)
the value of the life insurance contract(s) investment account(s); provided that
if such Participant discontinues deferrals and does not resume them on or prior
to January 1, 2000, no Insured Death Benefit shall be payable under this Plan
upon the death of such Participant on or after such date.

Subject to the provisions of Section 7.5 hereof, if and as applicable, the
beneficiary or beneficiaries of a Participant whose participation in the Plan
began on January 1, 1999, and whose termination of employment with the Employer
is due to death shall be entitled to a Stated Death Benefit based upon the
schedule attached hereto as Exhibit A, as from time to time amended, provided
that the insurance coverage required to fund such Stated Death Benefit has been
procured and is in force upon the death of the Participant; and further provided
that if such Participant discontinues deferrals and does not resume them on or
prior to January 1, 2000, no Stated Death Benefit shall be payable under this
Plan upon the death of such Participant on or after such date.

Any Participant whose participation in the Plan begins on January 1, 2000, or
thereafter, and any Participant whose employment with the Employer terminates
prior to death, shall be entitled to no Insured or Stated Death Benefit under
this Plan.

The beneficiary or beneficiaries of a deceased Participant shall be entitled to
receive a Plan death benefit equal to the greater of (a) the Participant's
Insured or Stated Death Benefit, if any, and as the case may be (as reduced
pursuant to Section 7.5 hereof, if and to the extent applicable), or (b) the
amount credited to the Participant's Account pursuant to Article 6 hereof as of
the date of death. Any Insured or Stated Death Benefits payable under this Plan
shall be paid to the Participant's beneficiary or beneficiaries in five (5)
substantially equal annual installments or, in the sole discretion of the
Committee, in a single lump sum payable as soon as administratively possible
following the death of the Participant."

3.      Exhibit A to the Plan is hereby amended to provide as set forth in
Exhibit A hereto attached and by this reference incorporated herein.

IN WITNESS WHEREOF, the Employers have caused this First Amendment to the
amended and restated Plan to be executed on the date set forth above, effective
as hereinabove set forth.

KEANE, INC.


By: /s/ Brian T. Keane
    ------------------------------
Brian T. Keane

<Page>

KEANE FEDERAL SYSTEMS, INC.

By:/s/John F. Keane
    ------------------------------
John F. Keane


KEANE SERVICE COMPANY, INC.


By: /s/ Walter J. Kaczor
    ------------------------------
Walter Kaczak


KEANE CARE, INC.


By:/s/ Brian T. Keane
   -------------------------------
Brian T. Keane

<Page>

EXHIBIT A
        TO
        FIRST AMENDMENT TO THE
        FIRST AMENDMENT AND RESTATEMENT OF THE KEANE, INC.
        DEFERRED COMPENSATION PLAN


        SCHEDULE OF PLAN STATED DEATH BENEFITS

<Table>
<Caption>
Participant Name       Enrollment Date   Plan Stated Death Benefit
----------------       ---------------   -------------------------
<S>                    <C>                    <C>
Robert Atwell          1998                   $       736,648
Bob Hagaman            1998                   $     1,530,667
Ralph Mazza            1998                   $       260,504
Sharon Merritt         1998                   $       100,000
Donald R. Scott        1998                   $     1,212,154
Renee Southard         1998                   $       339,039
Larry Vale             1998                   $       344,234
Barbara Wentzel        1998                   $       797,344
John P. Wilkins        1998                   $       137,088
Bob Wyatt              1998                   $     1,631,314

Wayne Adams            1999                   $       190,000
Robert Balon           1999                   $       100,000
Ken Benkeser           1999                   $       190,000
Scott A. Johnson       1999                   $       380,000
Brian Krueger          1999                   $       100,000
James Kurtz            1999                   $       190,000
</Table>

<Page>

                             SECOND AMENDMENT TO THE
               FIRST AMENDMENT AND RESTATEMENT OF THE KEANE, INC.
                           DEFERRED COMPENSATION PLAN

     This Second Amendment to the First Amendment and Restatement of the Keane,
Inc. Deferred Compensation Plan executed December 31, 2002 and effective January
1, 2003, by Keane, Inc., and the affiliates thereof hereunto set forth
(hereinafter collectively referred to as the "Employers"):

                                   WITNESSETH:

     WHEREAS, the Employers, having heretofore adopted the Keane, Inc. Deferred
Compensation Plan (hereinafter referred to as the "Plan") for the benefit of
certain management or highly-compensated employees, now wish to amend the
provisions thereof in certain respects, primarily to reflect the merger of the
CyLogix, Inc. Nonqualified Deferred Compensation Plan with and into the Plan,
with the latter as the surviving plan, effective January 1, 2003;

     NOW, THEREFORE, in consideration of the premises and of the execution of
this Second Amendment to the amended and restated Plan by the Employers, the
Employers do hereby amend the provisions of the Plan as follows, effective as
provided above:

     Article 11 of the Plan shall be amended to provide as follows, effective
January 1, 2003:

                                   "ARTICLE 11
                          AMENDMENT/TERMINATION/MERGER

          11.1. GENERAL. The Plan may be altered, amended, terminated, revised,
     or merged with any other nonqualified deferred compensation plan by written
     action of the Committee taken with the consent of the Board of Directors of
     Keane, Inc. at any time; but no such action shall operate to reduce any
     Participant's vested Account balance below the vested amount credited to
     such Account immediately prior to such action.

          11.2. MERGER WITH CYLOGIX NONQUALIFIED DEFERRED COMPENSATION PLAN. The
     CyLogix Nonqualified Deferred Compensation Plan (hereinafter referred to as
     the "CyLogix Plan") was merged with and into this Plan, with the latter as
     the surviving Plan, effective January 1, 2003 (the "CyLogix Merger
     Effective Date"), pursuant to this Article and the applicable provisions of
     the CyLogix Plan. Pursuant to the merger, all of the assets and liabilities
     of the CyLogix Plan shall be transferred to and taken up on the books of
     the Plan, all as of said Merger Effective Date.

               11.2.1. PLAN ACCOUNTS. The individual Account balances as of the
          CyLogix Merger Effective Date of each CyLogix Plan Participant derived

<Page>

          from Deferrals, Matching Contributions and Employer Contributions
          shall, on and as of said Merger Effective Date, be credited to an
          Account established and maintained under this Plan for the benefit of
          said Participant. The establishment and designation of any Accounts as
          Retirement, Education or Fixed Period Accounts under the CyLogix Plan
          shall be preserved as to such Account balances as of the Merger
          Effective Date, in each case as adjusted to reflect the investment
          experience of such subaccounts after said Merger Effective Date.

               11.2.2. VESTING. Notwithstanding any other provision hereof, each
          CyLogix Plan Participant shall be fully vested with respect to the
          entire amount credited to his or her Account attributable to Deferrals
          made while a Participant in the CyLogix Plan, in each case as adjusted
          to reflect the investment experience of such Account, and the vested
          portion of each CyLogix Plan Participant's interest in his or her
          Account attributable to Matching Contributions and Employer
          contributions made while a Participant in the CyLogix Plan, in each
          case as adjusted to reflect the investment experience of such Account,
          shall be determined in accordance with the following schedule:

<Table>
<Caption>
               Period of Service                    Vested Percentage
               -------------------------------------------------------
               <S>                                        <C>
               Less than 1 year                             0%
               1 but fewer than 2 years                    20%
               2 but fewer than 3 years                    40%
               3 but fewer than 4 years                    60%
               4 but fewer than 5 years                    80%
               5 or more                                  100%
</Table>

          Notwithstanding the foregoing vesting schedule, any CyLogix Plan
          Participant who dies, becomes disabled, or attains age 65 and retires
          from the employ of the Employer shall be fully vested with respect to
          all Plan Account balances derived from those Account balances
          transferred from the CyLogix Plan to the Plan pursuant to this
          Section, in each case as adjusted to reflect the investment experience
          of such Account. For purposes of this Plan, Participants shall be
          granted service credit for Plan eligibility and vesting purposes with
          respect to prior service with CyLogix, Inc.

               11.2.3. CYLOGIX PLAN TRUST. The Nonqualified Deferred
          Compensation Trust established for the purpose of funding benefits
          under the CyLogix Plan pursuant to a Trust Agreement dated November
          15, 1999, as from time to time amended, shall remain in full force and
          effect, and the assets of said Trust shall remain available for the
          purpose of funding benefits payable to Participants to the extent the
          same are derived from Account balances transferred from the Cylogix
          Plan to the Plan

                                       -2-
<Page>

          pursuant to this Section, in each case as adjusted to reflect the
          investment experience of such Account.

               11.2.4. DISTRIBUTION PAYMENT OPTIONS. The Plan Account balances
          of Participants derived from Account balances transferred to the Plan
          pursuant to this Section, in each case as adjusted to reflect the
          investment experience of such Account, shall be distributable in any
          form or manner provided under this Plan or under the CyLogix Plan as
          in effect immediately prior to the CyLogix Merger Effective Date, as
          provided in Article VI of the CyLogix Plan document."

     IN WITNESS WHEREOF, the Employers have caused this Second Amendment to the
amended and restated Plan to be executed on the date set forth above, effective
as hereinabove set forth.

                                           KEANE, INC.


                                           By: /s/ Brian T. Keane
                                               -------------------------------
                                               Brian T. Keane

                                           KEANE FEDERAL SYSTEMS, INC.


                                           By: /s/ John F. Keane
                                               -------------------------------
                                               John F. Keane

                                           KEANE SERVICE COMPANY, INC.


                                           By: /s/ Walter J. Kaczor, Jr.
                                               -------------------------------
                                               Walter Kaczak

                                           KEANE CARE, INC.


                                           By: /s/ Brian T. Keane
                                               -------------------------------
                                               Brian T. Keane


                                           CYLOGIX, INC.


                                           By: /s/ Brian T. Keane
                                               -------------------------------
                                               Brian T. Keane

                                       -3-
<Page>

                             THIRD AMENDMENT TO THE
               FIRST AMENDMENT AND RESTATEMENT OF THE KEANE, INC.
                           DEFERRED COMPENSATION PLAN

     This Third Amendment to the First Amendment and Restatement of the Keane,
Inc. Deferred Compensation Plan executed April 4, 2003, by Keane, Inc., and the
affiliates thereof hereunto set forth (hereinafter collectively referred to as
the "Employers"):

                                   WITNESSETH:

     WHEREAS, the Employers, having heretofore adopted the Keane, Inc. Deferred
Compensation Plan (hereinafter referred to as the "Plan") for the benefit of
certain management or highly-compensated employees, now wish to amend the
provisions thereof in certain respects;

     NOW, THEREFORE, in consideration of the premises and of the execution of
this Third Amendment to the amended and restated Plan by the Employers, the
Employers do hereby amend the provisions of the Plan as follows, effective as
provided herein:

     Section 7.4 of the Plan shall be amended to provide as follows, effective
January 1, 2003:

          7.4 RETIREMENT OR OTHER TERMINATION OF Service. The provision of this
     Section 7.4 shall apply in the event of any termination of service with the
     Employer by a Participant other than due to death or disability, in which
     case the provisions of Article 8 hereof shall apply.

               7.4.1 VOLUNTARY TERMINATION. If the Participant voluntarily
          terminates his or her service with the Employer, except as otherwise
          provided herein the Participant shall receive the vested deferrals,
          contributions and net investment earnings attributable thereto (the
          Participant's "vested Account balance") in the manner elected by the
          Participant in a Deferral Agreement, which shall be irrevocable except
          as otherwise provided herein. If such termination occurs prior to
          Normal Retirement Age such distribution shall be in the form of a lump
          sum payable prior to the end of the first quarter of the Plan Year
          following that in which such termination occurred. If such termination
          occurs at or after Normal Retirement Age the distribution shall be
          made in accordance with the Participant's election in his or her
          signed Deferral Agreement, provided that if no such designation is
          made distribution shall be made as provided in the preceding sentence.
          The Participant may in such a Deferral Agreement elect to receive his
          or her distribution in the form of a lump sum or in annual
          installments over five (5), ten (10) or fifteen (15) years following
          termination, payable prior to the end of the first quarter of each
          Plan Year. Notwithstanding the foregoing, if the Participant's vested
          Account balance is less than Ten Thousand Dollars ($10,000) at
          termination, distribution will be made in the form of a lump sum,
          payable prior to the end of the first quarter of the Plan Year
          following that in which such termination occurred. Subject to the
          foregoing, the form and timing of a distribution may be changed (a) at
          the sole discretion of the

<Page>

          Committee, or (b) by the Participant by giving written notice, upon a
          form to be provided by the Committee or its designee, to the Committee
          at least one (1) year prior to the date of distribution.

               7.4.2 INVOLUNTARY TERMINATION. If the Participant's service with
          the Employer is terminated under any circumstances other than those
          contemplated by Section 7.4.1 or Article 8 hereof, including but not
          limited to an involuntary termination of service occurring prior to,
          at or subsequent to Normal Retirement Age, the Participant's vested
          Account balance shall be distributed to the Participant in the manner
          prescribed in Section 7.4.1 hereof ; provided that the Participant
          may, within thirty (30) days following written notice by the Committee
          subsequent to said termination and for good cause shown, apply to the
          Committee in writing, upon a form to be provided by the Committee or
          its designee, for distribution in the form of a single lump sum
          payable as soon as administratively feasible following such
          application and approval of the same by the Committee in its sole
          discretion.

     IN WITNESS WHEREOF, the Employers have caused this Third Amendment to the
amended and restated Plan to be executed on the date set forth above, effective
as hereinabove set forth.

                                           KEANE, INC.


                                           By: /s/ Brian T. Keane
                                               -----------------------------
                                               Brian T. Keane

                                           KEANE FEDERAL SYSTEMS, INC.


                                           By: /s/ John F. Keane
                                               -------------------------------
                                               John F. Keane

                                           KEANE SERVICE COMPANY, INC.


                                           By: /s/ Walter J. Kaczor, Jr.
                                               ----------------------------
                                               Walter Kaczor, Jr.

                                           KEANE CARE, INC.


                                           By: /s/ Brian T. Keane
                                               -------------------------------
                                               Brian T. Keane

<Page>

                                           CYLOGIX, INC.


                                           By: /s/ Brian T. Keane
                                               -------------------------------
                                               Brian T. Keane

<Page>

                             FOURTH AMENDMENT TO THE
               FIRST AMENDMENT AND RESTATEMENT OF THE KEANE, INC.
                           DEFERRED COMPENSATION PLAN

     This Fourth Amendment to the First Amendment and Restatement of the
Keane, Inc. Deferred Compensation Plan executed October 17, 2003, by Keane,
Inc., and the affiliates thereof hereunto set forth (hereinafter collectively
referred to as the "Employers"):


                                   WITNESSETH:

     WHEREAS, certain Employers having heretofore adopted the Keane, Inc.
Deferred Compensation Plan (hereinafter referred to as the "Plan") for the
benefit of certain management or highly-compensated employees, the Employers now
wish to amend the provisions thereof in certain respects;

     NOW, THEREFORE, in consideration of the premises and of the execution of
this Fourth Amendment to the amended and restated Plan by the Employers, the
Employers do hereby amend the provisions of the Plan as follows, effective as
provided herein:

     Section 2.8 of the Plan shall be amended to provide as follows, effective
October 17, 2003:

               2.8 "EMPLOYER" means Keane, Inc., Keane Federal Systems, Inc.,
          Keane Service Company, Inc. Keane Care, Inc., Worldzen, Inc. (except
          as to Worldzen Dataskills Employees, as from time to time designated
          as such by Worldzen, Inc.), and any successor or other entity which,
          by written agreement, assumes the obligations of the Plan.

     IN WITNESS WHEREOF, the Employers have caused this Fourth Amendment to the
amended and restated Plan to be executed on the date set forth above, effective
as hereinabove set forth.

                                           KEANE, INC.


                                           By:  /s/ John Leahy
                                               -------------------------------
                                               John Leahy

                                           KEANE FEDERAL SYSTEMS, INC.


                                           By: /s/ John Leahy
                                               -------------------------------
                                               John Leahy

<Page>

                                           KEANE SERVICE COMPANY, INC.


                                           By: /s/ Francis Cleary
                                               -------------------------------
                                               Francis Cleary

                                           KEANE CARE, INC.


                                           By: /s/ John Leahy
                                               -------------------------------
                                               John Leahy

                                           WORLDZEN, INC.


                                           By: /s/ John Leahy
                                               -------------------------------
                                               John Leahy

<Page>

                             FIFTH AMENDMENT TO THE
               FIRST AMENDMENT AND RESTATEMENT OF THE KEANE, INC.
                           DEFERRED COMPENSATION PLAN

     This Fifth Amendment to the First Amendment and Restatement of the Keane,
Inc. Deferred Compensation Plan executed December 15, 2004, by Keane, Inc., and
the affiliates thereof hereunto set forth (hereinafter collectively referred to
as the "Employers"):

                                   WITNESSETH:

     WHEREAS, the Employers, having heretofore adopted the Keane, Inc. Deferred
Compensation Plan (hereinafter referred to as the "Plan") for the benefit of
certain management or highly-compensated employees, now wish to amend the
provisions thereof in certain respects;

     NOW THEREFORE, in consideration of the premises and of the execution of
this Fifth Amendment to the amended and restated Plan by the Employers, the
Employers do hereby amend the provisions of the Plan as follows, effective as of
the date first written above herein:

     1.   Section 2.11 of the Plan shall be amended to provide as follows:

               2.11 "PARTICIPANT" means an Employee of the Employer selected by
               the Board of Directors of the Employer or its designee pursuant
               to Article 4 hereof to participate in this Plan. Except for
               purposes of Article 5 hereof, concerning eligibility for
               deferrals and contributions, a Participant shall continue to be
               treated as such until such time as he or she no longer has an
               undistributed Account balance hereunder.

     2.   Section 5.2 of the Plan shall be amended to provide as follows:

               5.2 ELECTION PROCEDURES. An election to defer Salary or a Bonus
               is made by completing a Deferral Agreement by December 15 of the
               Plan Year prior to the Plan Year in which the Salary or Bonus is
               to be earned. The election shall pertain to the succeeding Plan
               Year only and shall be irrevocable as to that Plan Year. The
               election shall specify the percentage of the Bonus to be deferred
               in one percent (1%) increments from ten percent (10%) to ninety
               percent (90%), and the percentage of Salary to be deferred in one
               percent (1%) increments from five percent (5%) to fifty percent
               (50%).

<Page>

     IN WITNESS WHEREOF, the Employers have caused this Fifth Amendment to the
amended and restated Plan to be executed on the date set forth above, effective
as hereinabove set forth.


                                           KEANE, INC.


                                           By:/s/ Brian T. Keane
                                              -----------------------------
                                               Brian T. Keane


                                           KEANE FEDERAL SYSTEMS, INC.


                                           By:/s/ John J. Leahy
                                              -------------------------------
                                               John J. Leahy


                                           KEANE SERVICE COMPANY, INC.


                                           By:/s/ C. Whitney Pedersen
                                              -------------------------------
                                               C. Whitney Pedersen

                                           KEANE CARE, INC.


                                           By:/s/ C. Whitney Pedersen
                                              ------------------------------
                                               C. Whitney Pedersen

                                           WORLDZEN, INC.


                                           By:/s/ Sandeep Bhargava
                                              -------------------------------
                                               Sandeep Bhargava

                                        2