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                                                                  Exhibit 10.1

                                  STAPLES, INC.

              AMENDED AND RESTATED 1990 DIRECTOR STOCK OPTION PLAN

1.   PURPOSE.

     The purpose of this Amended and Restated 1990 Director Stock Option Plan
(the "Plan") of Staples, Inc. (the "Company") is to encourage ownership in the
Company by the Company's outside directors, whose continued services the Company
considers essential to its future progress, and to provide these individuals
with a further incentive to remain as directors of the Company.

2.   ADMINISTRATION.

     The Board of Directors shall supervise and administer the Plan. Grants of
stock options ("Options") and awards of restricted stock under the Plan and the
amount and nature of the Options and restricted stock to be granted shall be
made by the Board of Directors in accordance with Section 4. All questions
concerning interpretation of the Plan or any Options or restricted stock issued
under it shall be resolved by the Board of Directors and such resolution shall
be final and binding upon all persons having an interest in the Plan.

3.   PARTICIPATION IN THE PLAN.

     Directors of the Company who are not employees of the Company or any
subsidiary of the Company ("outside directors") shall be eligible to receive
Options and restricted stock under the Plan.

4.   TERMS, CONDITIONS AND FORM OF OPTIONS AND RESTRICTED STOCK.

     All Options and restricted stock granted under the Plan shall be evidenced
by a written agreement in such form as the Board of Directors shall from time to
time approve, which agreements shall comply with and be subject to the following
terms and conditions.

         (a) Stock Subject to Plan. Options and restricted stock may be granted
             under the Plan with respect to Staples common stock ("Staples
             Common Stock"). Subject to adjustment as provided in the Plan, the
             maximum number of shares of Staples Common Stock which may be
             issued under the Plan is 3,350,000 shares. All Options or
             restricted stock granted under the Plan, as provided below, shall
             be granted with respect to Staples Common Stock, If an Option shall
             expire or terminate for any reason without having been exercised in
             full, the unpurchased shares subject to such Option shall again be
             available for subsequent Option grants or restricted stock under
             the Plan; and if the shares subject to restricted stock shall be
             repurchased by the Company, the repurchased shares shall again be
             available for subsequent Option grants or restricted stock under
             the Plan.

         (b) Grants of Options and restricted stock.

             (i) INITIAL OPTION GRANT. An Option to purchase 15,000 shares of
         Staples Common Stock shall be granted automatically to outside
         directors who are initially elected to the Board of Directors
         subsequent to the approval of the Plan by the Company's stockholders at
         the close of business on the date of such director's initial election
         to the Board of Directors.

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             (ii) ANNUAL OPTION GRANTS.

On the date of the first regularly scheduled Board of Directors meeting
following the end of each fiscal year of the Company, commencing with the fiscal
year ending January 30, 1999, an Option shall be granted automatically to each
outside director to purchase a number of shares of Staples Common Stock equal to
3,000 multiplied by the number of regularly scheduled meeting days of the Board
of Directors attended by such director in the previous 12 months (up to a
maximum of 15,000 shares).

             (iii) ANNUAL AWARDS OF RESTRICTED STOCK. On the date that
         performance accelerated restricted stock for any year is awarded to
         executive officers, (x) the Company shall grant to each outside
         director 400 shares of restricted stock for each regularly scheduled
         meeting day of the Board of Directors attended by such director in the
         previous fiscal year (up to a maximum of 2,000 shares of restricted
         stock) and (y) in addition, the Company shall grant to the Lead
         Director and the Chairman of each of the Audit, Compensation, and
         Governance Committees of the Board of Directors 200 shares of
         restricted stock for each regularly scheduled meeting day of the Board
         of Directors attended by such director in the previous fiscal year (up
         to a maximum of 1,000 shares of restricted stock).

         (c) Terms of Options.

             (i) OPTION EXERCISE PRICE. The option exercise price per share for
         each Option granted under the Plan shall be equal to the last reported
         sale price per share of Staples Common Stock on the Nasdaq National
         Market on the date of grant (or, if no such price is reported on such
         date, such price as is reported on the nearest preceding date).

             (ii) NATURE OF OPTIONS. All Options granted under the Plan shall be
         nonstatutory options not entitled to special tax treatment under
         Section 422 of the Internal Revenue Code of 1986, as amended (the
         "Code").

             (iii) VESTING. Except as otherwise provided in the Plan, (A) each
         Option to purchase shares of Staples Common Stock shall become
         exercisable, on a cumulative basis, in four equal annual installments
         on each of the first, second, third and fourth anniversary dates of its
         date of grant, provided the optionee continues to serve as a director
         of the Company on such dates. (Notwithstanding the foregoing, each
         outstanding Option shall immediately become exercisable in full in the
         event (A) a Change in Control (as defined in Section 8) of the Company
         occurs or (B) the optionee ceases to serve as a director of the Company
         due to his or her death, disability (within the meaning of Section
         22(e)(3) of the Code or any successor provision) or retires pursuant to
         a retirement policy adopted by the Company.

             (iv) OPTION EXERCISE PROCEDURE. An Option may be exercised only by
         written notice to the Company at its principal office accompanied by
         payment in cash of the exercise price with respect to the Option being
         exercised or by the tender (actual or constructive) of shares of
         Staples Common Stock owned by the director having a value as of the
         date of exercise equal to the exercise price. In the case of a
         constructive tender of shares of Staples Common Stock, the optionee and
         the Company may enter into an agreement to defer until an agreed-upon
         date the issuance, transfer and delivery of shares of Staples Common
         Stock with a value equal to the difference between the fair market
         value of the Staples Common Stock on the date of exercise and the
         exercise price of the Option being exercised. The Board of Directors
         may impose such restrictions on the tender of shares as it deems
         appropriate.

             (v) TERMINATION. Each Option shall terminate, and may no longer be
         exercised, on the date six months after the optionee ceases to serve as
         a director of the Company; provided that, in the event (A) an optionee
         ceases to serve as a director due to his or her death or disability
         (within the meaning of Section 22(e)(3) of the Code or any successor
         provision), or (B) an optionee dies within six months after he or she
         ceases to serve as a director of the Company, then the exercisable
         portion of the Option may be exercised, within the period of one year
         following the

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         date the optionee ceases to serve as a director, by the optionee or by
         the person to whom the Option is transferred by will, by the laws of
         descent and distribution, or by written notice pursuant to Section
         4(c)(vii). Notwithstanding the foregoing, each Option shall terminate,
         and may no longer be exercised, on the date 10 years after the date of
         grant.

             (vi) OPTIONS NONTRANSFERABLE. Except as otherwise provided by the
         Board of Directors, each Option granted under the Plan by its terms
         shall not be transferable by the optionee otherwise than by will or the
         laws of descent and distribution, and shall be exercised during the
         lifetime of the optionee only by the optionee or his or her legal
         representative. No Option or interest therein may be transferred,
         assigned, pledged or hypothecated by the optionee during his or her
         lifetime, whether by operation of law or otherwise, or be made subject
         to execution, attachment or similar process.

             (vii) OPTION EXERCISE BY REPRESENTATIVE FOLLOWING DEATH OF
         DIRECTOR. An optionee, by written notice to the Company, may designate
         one or more persons (and from time to time change such designation),
         including his or her legal representative, who, by reason of the
         optionee's death, shall acquire the right to exercise all or a portion
         of the Option. If the person or persons so designated wish to exercise
         any portion of the Option, they must do so within the term of the
         Option as provided herein. Any exercise by a representative shall be
         subject to the provisions of the Plan.

         (d) Terms of RESTRICTED STOCK.

             (i) NATURE OF RESTRICTED STOCK. All restricted stock hereunder
         shall consist of the issuance by the Company of shares of Staples
         Common Stock or an agreement for the future delivery of shares of
         Staples Common Stock at an agreed-upon date ("Restricted Stock Deferred
         Units") and the purchase by the recipient thereof of such shares,
         subject to the terms, conditions and restrictions described in the
         document evidencing the restricted stock and in this Plan.

             (ii) EXECUTION OF RESTRICTED STOCK AGREEMENT. In the case of the
         actual issuance of Staples Common Stock, the Company shall, upon the
         date of the restricted stock grant, issue the shares of Staples Common
         Stock subject to the restricted stock by registering such shares in
         book entry form with the Company's transfer agent in the name of the
         recipient. No certificate(s) representing all or a part of such shares
         shall be issued until the conclusion of the vesting period described in
         paragraph (iv) below.

             (iii) PRICE. Except as otherwise determined by the Board of
         Directors, all restricted stock issued hereunder shall be issued
         without the payment of any cash purchase price by the recipients (in
         which case the "price per share originally paid" for purposes of clause
         (2) of paragraph (v) below shall be zero).

             (iv) VESTING. Except as otherwise provided in the Plan, the
         restrictions on transfer and the forfeiture provisions of each share of
         restricted stock shall lapse five years from the first day of the
         fiscal year during which the restricted stock is granted.
         Notwithstanding the foregoing, the restrictions on transfer and the
         forfeiture provisions of all restricted stock granted under this Plan
         shall immediately lapse in the event (A) a Change in Control of the
         Company occurs, or (B) the recipient ceases to serve as a director of
         the Company due to his or her death, disability (within the meaning of
         Section 22(e)(3) of the Code or any successor provision) or retires
         pursuant to a retirement policy adopted by the Company.

             (v) RESTRICTIONS ON TRANSFER. In addition to such other terms,
         conditions and restrictions on restricted stock contained in the Plan
         or the applicable restricted stock Agreement, all restricted stock
         shall be subject to the following restrictions:

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             (1) No shares of restricted stock shall be sold, assigned,
         transferred, pledged, hypothecated or otherwise disposed of until they
         become vested pursuant to paragraph (iv) above. The period during which
         such restrictions are applicable is referred to as the "Restricted
         Period."

             (2) Except as set forth in the last sentence of paragraph (iv)
         above, if a recipient ceases to be a director of the Company within the
         Restricted Period for any reason, the Company shall have the right and
         option for a period of three months following the date of such
         cessation to buy for cash that number of shares of restricted stock as
         to which the restrictions on transfer and the forfeiture provisions
         contained in the shares of restricted stock have not then lapsed, at a
         price equal to the price per share originally paid by the recipient. If
         such cessation occurs within the last three months of the applicable
         Restricted Period, the restrictions and repurchase rights of the
         Company shall continue to apply until the expiration of the Company's
         three month option period.

             (3) Notwithstanding subparagraphs (1) and (2) above, the Board of
         Directors may, in its discretion, either at the time that shares of
         restricted stock are awarded or at any time thereafter, waive the
         Company's right to repurchase shares of Staples Common Stock or
         Restricted Stock Deferred Units upon the occurrence of any of the
         events described in this paragraph (v) or remove or modify any part or
         all of the restrictions. In addition, the Board of Directors may, in
         its discretion, impose upon the recipient of restricted stock at the
         time that such shares of restricted stock are granted such other
         restrictions on any restricted stock as the Board of Directors may deem
         advisable.

         (vi) ADDITIONAL SHARES. Any shares received by a recipient of
             restricted stock as a stock dividend or any Restricted Stock
             Deferred Units received in respect of a stock dividend, or as a
             result of stock splits, combinations, exchanges of shares,
             reorganizations, mergers, consolidations or otherwise with respect
             to such restricted stock shall have the same status and shall bear
             the same restrictions, all on a proportionate basis, as the shares
             or Restricted Stock Deferred Units initially subject to such.

         (vii) TRANSFERS IN BREACH OF RESTRICTED STOCK. If any transfer of
             restricted stock is made or attempted contrary to the terms of the
             Plan and of such restricted stock, the Board of Directors shall
             have the right to purchase for the account of the Company those
             shares from the owner thereof or his or her transferee at any time
             before or after the transfer at the price paid for such shares by
             the person to whom they were awarded under the Plan. In addition to
             any other legal or equitable remedies which it may have, the
             Company may enforce its rights by specific performance to the
             extent permitted by law. The Company may refuse for any purpose to
             recognize as a shareholder of the Company any transferee who
             receives any shares contrary to the provisions of the Plan and the
             applicable restricted stock or any recipient of restricted stock
             who breaches his or her obligation to resell shares as required by
             the provisions of the Plan and the applicable restricted stock, and
             the Company may retain and/or recover all dividends on such shares
             which were paid or payable subsequent to the date on which the
             prohibited transfer or breach was made or attempted.

         (viii) ADDITIONAL RESTRICTED STOCK PROVISIONS. The Board of Directors
             may, in its sole discretion, include additional provisions in any
             restricted stock granted under the Plan.

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5. LIMITATION OF RIGHTS.

             (a) NO RIGHT TO CONTINUE AS A DIRECTOR. Neither the Plan, nor the
         granting of an Option or restricted stock nor any other action taken
         pursuant to the Plan, shall constitute or be evidence of any agreement
         or understanding, express or implied, that the Company will retain the
         optionee or recipient of restricted stock as a director for any period
         of time.

             (b) RIGHTS AS A STOCKHOLDER.

                 (i) OPTIONS. An optionee shall have no rights as a stockholder
         with respect to the shares covered by his or her Option until the date
         of the issuance to him or her of a stock certificate therefor, and no
         adjustment will be made for dividends or other rights (except as
         provided in Section 6) for which the record date is prior to the date
         such certificate is issued.

                 (ii) RESTRICTED STOCK. Subject to the limitations set forth in
         Section 4(d) and except as otherwise provided herein, a recipient of
         restricted stock, other than Restricted Stock Deferred Units, shall
         have all rights as a shareholder with respect to the shares subject to
         such restricted stock including, without limitation, any rights to
         receive dividends or non-cash distributions with respect to such shares
         and to vote such shares and act in respect of such shares at any
         meeting of shareholders. A recipient of Restricted Stock Deferred Units
         shall have no rights as a shareholder with respect to the Staples
         Common Stock until the date of issuance to him or her of a stock
         certificate therefor, but the agreement evidencing the Restricted Stock
         Deferred Units may include the crediting of additional Restricted Stock
         Deferred Units equal in value to the cash amount of dividends paid with
         respect to same number of shares of Staples Common Stock as the
         Restricted Stock Deferred Units.

6.   ADJUSTMENT PROVISIONS FOR RECAPITALIZATIONS AND RELATED TRANSACTIONS.

         (a) If, through or as a result of any merger, consolidation, sale of
     all or substantially all of the assets of the Company, reorganization,
     recapitalization, reclassification, stock dividend, stock split, reverse
     stock split, or other similar transaction, (i) the outstanding shares of
     Staples Common Stock are increased or decreased or are exchanged for a
     different number or kind of shares or other securities of the Company, or
     (ii) additional shares or new or different shares or other securities of
     the Company or other non-cash assets are distributed with respect to
     Staples Common Stock or other securities, except as otherwise determined by
     the Board of Directors, an appropriate and proportionate adjustment shall
     be made in (x) the number and kind of shares of Staples Common Stock
     subject to Options or the number and kind of shares of Staples Common Stock
     or Restricted Stock Deferred Units subject to restricted stock to be
     granted to outside directors after such event pursuant to Section 4(b), (y)
     the number and kind of shares of Staples Common Stock subject to then
     outstanding Options or the number and kind of shares of Staples Common
     Stock or Restricted Stock Deferred Units subject to any then outstanding
     restricted stock under the Plan, and (z) the exercise price for each share
     of Staples Common Stock subject to any then outstanding Options or
     repurchase rights of the Company under the Plan, without changing the
     aggregate purchase price as to which such Options or repurchase rights of
     the Company remain exercisable. No fractional shares or Restricted Stock
     Deferred Units will be issued under the Plan on account of any such
     adjustments.

         (b) All share numbers herein have been adjusted to reflect all stock
     splits through April 5, 2000.

7.   MERGERS, CONSOLIDATIONS, ASSET SALES, LIQUIDATIONS, ETC.

     Subject to the provisions of Section 4(c)(iii) and 4(d)(iv), in the event
of a merger or consolidation or sale of all or substantially all of the assets
of the Company in which outstanding shares of Staples Common Stock are exchanged
for securities, cash or other property of any other corporation or business
entity or in the event of a liquidation of the Company, the Board of Directors
of the Company, or the board of directors

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of any corporation assuming the obligations of the Company, shall take one or
more of the following actions, as to outstanding Options of Staples Common
Stock: (i) provide that such Options shall be assumed, or equivalent Options
shall be substituted, by the acquiring or succeeding corporation (or an
affiliate thereof); (ii) upon written notice to the optionees, provide that all
unexercised Options shall (A) immediately become exercisable in full and (B)
terminate immediately prior to the consummation of such transaction unless
exercised by the optionee within a specified period following the date of such
notice; or (iii) in the event of a merger under the terms of which holders of
Staples Common Stock of the Company will receive upon consummation thereof a
cash payment for each share surrendered in the merger (the "Merger Price"), make
or provide for a cash payment to such optionees equal to the difference between
(A) the Merger Price times the number of shares of Staples Common Stock subject
to such outstanding Options (to the extent then exercisable) with exercise
prices not in excess of the Merger Price and (B) the aggregate exercise price of
all such Options, in exchange for the termination of such Options.

8.   CHANGE IN CONTROL.

     For purposes of the Plan, a "Change in Control" shall be deemed to have
occurred if (i) any "person", as such term is used in Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (other
than the Company, any trustee or other fiduciary holding securities under an
employee benefit plan of the Company, or any corporation owned directly or
indirectly by the stockholders of the Company in substantially the same
proportion as their ownership of stock of the Company), is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company representing 30% or more of the
combined voting power of the Company's then outstanding securities (other than
pursuant to a merger or consolidation described in clause (A) or (B) of
subsection (iii) below); (ii) during any period of two consecutive years ending
during the term of the Plan (not including any period prior to the adoption of
the Plan), individuals who at the beginning of such period constitute the Board
of Directors of the Company, and any new director (other than a director
designated by a person who has entered into an agreement with the Company to
effect any transaction described in clause (i), (iii) or (iv) of this Section 8)
whose election by the Board of Directors or nomination for election by the
Company's stockholders was approved by a vote of at least two-thirds of the
directors then still in office who were either directors at the beginning of the
period or whose election or nomination for election was previously so approved
(collectively, the "Disinterested Directors"), cease for any reason to
constitute a majority of the Board of Directors; (iii) the closing of a merger
or consolidation of the Company or any subsidiary of the Company with any other
corporation, other than (A) a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) more than 50% of the combined
voting power of the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation or (B) a merger or
consolidation effected to implement a recapitalization of the Company (or
similar transaction) in which no "person" (as defined above) acquires more than
30% of the combined voting power of the Company's then outstanding securities;
or (iv) a complete liquidation of the Company or a sale by the Company of all or
substantially all of the Company's assets.

9.   MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS AND RESTRICTED STOCK.

     The Board of Directors shall have the power to modify or amend outstanding
Options and restricted stock; provided, however, that no modification or
amendment may (i) have the effect of altering or impairing any rights or
obligations of any Option or restricted stock previously granted without the
consent of the optionee or holder thereof, as the case may be, (ii) modify the
number of shares of Staples Common Stock subject to the Option or number of
shares of Staples Common Stock or Restricted Stock Deferred Units subject to the
restricted stock (except as provided in Section 6) or (iii) reprice, replace or
regrant options issued through cancellation or by lowering the option exercise
price of a previously granted award unless approved by the stockholders of the
Company.

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10.  AMENDMENT OF THE PLAN.

     The Board of Directors may suspend or discontinue the Plan or amend it in
any respect whatsoever; provided, however, that without approval of the
stockholders of the Company, no amendment may (i) materially modify the
requirements as to eligibility to receive Options or restricted stock under the
Plan, or (ii) materially increase the benefits accruing to participants in the
Plan.

11.  WITHHOLDING.

         (a) The Company shall have the right to deduct from payments of any
     kind otherwise due to the optionee or recipient of restricted stock any
     federal, state or local taxes of any kind required by law to be withheld
     with respect to any shares issued upon exercise of Options under the Plan
     or upon the expiration or termination of the Restricted Period relating to
     the restricted stock. Subject to the prior approval of the Company, the
     optionee or recipient of restricted stock may elect to satisfy such
     obligations, in whole or in part, (i) by causing the Company to withhold
     shares of Staples Common Stock otherwise issuable pursuant to the exercise
     of an Option or upon the expiration or termination of the Restricted Period
     relating to the restricted stock or (ii) by delivering to the Company
     shares of Staples Common Stock already owned by the optionee or restricted
     stock recipient. The shares so delivered or withheld shall have a fair
     market value equal to such withholding obligation. The fair market value of
     the shares used to satisfy such withholding obligation shall be determined
     by the Company as of the date that the amount of tax to be withheld is to
     be determined. An optionee or restricted stock recipient who has made an
     election pursuant to this Section 11(a) may only satisfy his or her
     withholding obligation with shares of Staples Common Stock which are not
     subject to any repurchase, forfeiture, unfulfilled vesting or other similar
     requirements.

         (b) If the recipient of restricted stock under the Plan elects, in
     accordance with Section 83(b) of the Code, to recognize ordinary income in
     the year of acquisition of any shares awarded under the Plan, the Company
     will require at the time of such election an additional payment for
     withholding tax purposes based on the difference, if any, between the
     purchase price of such shares and the fair market value of such shares as
     of the date immediately preceding the date on which the restricted stock is
     awarded.

12.  NOTICE.

     Any written notice to the Company required by any of the provisions of the
Plan shall be addressed to the Treasurer of the Company and shall become
effective when it is received.

13.  GOVERNING LAW.

     The Plan and all determinations made and actions taken pursuant hereto
shall be governed by the laws of the State of Delaware.

14.  STOCKHOLDER APPROVAL.

     The Plan is conditional upon stockholder approval of the Plan, and the Plan
shall be null and void if the Plan is not so approved by the Company's
stockholders.

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                            Amended and restated by the Board of Directors on
                            September 10, 1998 and approved by stockholders on
                            January 21, 1999; amended by the Board of Directors
                            on September 14, 1999 and approved by stockholders
                            on November 9, 1999; amended by the Board of
                            Directors on March 7, 2000 and approved by
                            stockholders on July 10, 2000; amended by the Board
                            of Directors on August 27, 2001, and amended by the
                            Board of Directors on March 4, 2003.







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