<PAGE>

                                                               Exhibit 10.1
                     INVESTORS FINANCIAL SERVICES CORP.
 
                    AMENDED AND RESTATED 1995 STOCK PLAN
 
    1. Purpose. The purpose of the Investors Financial Services Corp. 1995 Stock
Plan (the "Plan") is to encourage key employees of Investors Financial Services
Corp. (the "Company") and of any present or future parent or subsidiary of the
Company (collectively, "Related Corporations") and other individuals who render
services to the Company or a Related Corporation, by providing opportunities to
participate in the ownership of the Company and its future growth through (a)
the grant of options which qualify as "incentive stock options" ("ISOs") under
Section 422(b) of the Internal Revenue Code of 1986, as amended (the "Code");
(b) the grant of options which do not qualify as ISOs ("Non-Qualified Options");
(c) awards of stock in the Company ("Awards"); and (d) opportunities to make
direct purchases of stock in the Company ("Purchases"). Both ISOs and
Non-Qualified Options are referred to hereafter individually as an "Option" and
collectively as "Options." Options, Awards and authorizations to make Purchases
are referred to hereafter collectively as "Stock Rights." As used herein, the
terms "parent" and "subsidiary" mean "parent corporation" and "subsidiary
corporation," respectively, as those terms are defined in Section 424 of the
Code.
 
    2. Administration of the Plan.
 
       A. Board or Committee Administration. The Plan shall be administered 
    by the Board of Directors of the Company (the "Board") or by a committee 
    appointed by the Board (the "Committee"); provided that the Plan shall be 
    administered: (i) to the extent required by applicable regulations under 
    Section 162(m) of the Code, by two or more "outside directors" (as 
    defined in applicable regulations thereunder) and (ii) to the extent 
    required by Rule 16b-3 promulgated under the Securities Exchange Act of 
    1934 or any successor provision ("Rule 16b-3"), by a disinterested 
    administrator or administrators within the meaning of Rule 16b-3. 
    Hereinafter, all references in this Plan to the "Committee" shall mean 
    the Board if no Committee has been appointed. Subject to ratification of 
    the grant or authorization of each Stock Right by the Board (if so 
    required by applicable state law), and subject to the terms of the Plan, 
    the Committee shall have the authority to (i) determine to whom (from 
    among the class of employees eligible under paragraph 3 to receive ISOs) 
    ISOs shall be granted, and to whom (from among the class of individuals 
    and entities eligible under paragraph 3 to receive Non-Qualified Options 
    and Awards and to make Purchases) Non-Qualified Options, Awards and 
    authorizations to make Purchases may be granted; (ii) determine the time 
    or times at which Options or Awards shall be granted or Purchases made; 
    (iii) determine the purchase price of shares subject to each Option or 
    Purchase, which prices shall not be less than the minimum price specified 
    in paragraph 6; (iv) determine whether each Option granted shall be an 
    ISO or a Non-Qualified Option; (v) determine (subject to paragraph 7) the 
    time or times when each Option shall become exercisable and the duration 
    of the exercise period; (vi) extend the period during which outstanding 
    Options may be exercised; (vii) determine whether restrictions such as 
    repurchase options are to be imposed on shares subject to Options, Awards 
    and Purchases and the nature of such restrictions, if any, and (viii) 
    interpret the Plan and prescribe and rescind rules and regulations 
    relating to it. If the Committee determines to issue a Non-Qualified 
    Option, it shall take whatever actions it deems necessary, under Section 
    422 of the Code and the regulations promulgated thereunder, to ensure 
    that such Option is not treated as an ISO. The interpretation and 
    construction by the Committee of any provisions of the Plan or of any 
    Stock Right granted under it shall be final unless otherwise determined 
    by the Board. The Committee may from time to time adopt such rules and 
    regulations for carrying out the Plan as it may deem advisable. No member 
    of the Board or the Committee shall be liable for any action or 
    determination made in good faith with respect to the Plan or any Stock 
    Right granted under it.
 
       B. Committee Actions. The Committee may select one of its members as 
    its chairman, and shall hold meetings at such time and places as it may 
    determine. A majority of the Committee shall constitute a quorum and acts 
    of a majority of the members of the Committee at a meeting at which a 
    quorum is present,

<PAGE>

    or acts reduced to or approved in writing by all the members of the 
    Committee (if consistent with applicable state law), shall be the valid 
    acts of the Committee. From time to time the Board may increase the size 
    of the Committee and appoint additional members thereof, remove members 
    (with or without cause) and appoint new members in substitution therefor, 
    fill vacancies however caused, or remove all members of the Committee and 
    thereafter directly administer the Plan.
 
       C. Grant of Stock Rights to Board Members. Subject to the provisions 
    of the first sentence of paragraph 2(A) above, if applicable, Stock 
    Rights may be granted to members of the Board. All grants of Stock Rights 
    to members of the Board shall in all other respects be made in accordance 
    with the provisions of this Plan applicable to other eligible persons. 
    Consistent with the provisions of the first sentence of Paragraph 2(A) 
    above, members of the Board who either (i) are eligible to receive grants 
    of Stock Rights pursuant to the Plan or (ii) have been granted Stock 
    Rights may vote on any matters affecting the administration of the Plan 
    or the grant of any Stock Rights pursuant to the Plan, except that no 
    such member shall act upon the granting to himself or herself of Stock 
    Rights, but any such member may be counted in determining the existence 
    of a quorum at any meeting of the Board during which action is taken with 
    respect to the granting to such member of Stock Rights.
 
    3. Eligible Employees and Others. ISOs may be granted only to employees of
the Company or any Related Corporation. Non-Qualified Options, Awards and
authorizations to make Purchases may be granted to any employee, officer or
director (whether or not also an employee) or consultant of the Company or any
Related Corporation. The Committee may take into consideration a recipient's
individual circumstances in determining whether to grant a Stock Right. The
granting of any Stock Right to any individual or entity shall neither entitle
that individual or entity to, nor disqualify such individual or entity from,
participation in any other grant of Stock Rights.
 
    4. Stock. The stock subject to Stock Rights shall be authorized but unissued
shares of Common Stock of the Company, par value $.01 per share (the "Common
Stock"), or shares of Common Stock reacquired by the Company in any manner. The
aggregate number of shares which may be issued pursuant to the Plan is
1,160,000, subject to adjustment as provided in paragraph 13. If any Stock Right
granted under the Plan shall expire or terminate for any reason without having
been exercised in full or shall cease for any reason to be exercisable in whole
or in part or shall be repurchased by the Company, the shares of Common Stock
subject to such Stock Right shall again be available for grants of Stock Rights
under the Plan.
 
    No employee of the Company or any Related Corporation may be granted Options
to acquire, in the aggregate, more than 448,000 of shares of Common Stock under
the Plan. If any Option granted under the Plan shall expire or terminate for any
reason without having been exercised in full or shall cease for any reason to be
exercisable in whole or in part or shall be repurchased by the Company, the
shares subject to such Option shall be included in the determination of the
aggregate number of shares of Common Stock deemed to have been granted to such
employee under the Plan.
 
    5. Granting of Stock Rights. Stock Rights may be granted under the Plan at
any time on or after August 15, 1995 and prior to August 1, 2005. The date of
grant of a Stock Right under the Plan will be the date specified by the
Committee at the time it grants the Stock Right; provided, however, that such
date shall not be prior to the date on which the Committee acts to approve the
grant. Options granted under the Plan are intended to qualify as
performance-based compensation to the extent required under Proposed Treasury
Regulation Section 1.162-27.
 
    6. Minimum Option Price; ISO Limitations.
 
       A. Price for Non-Qualified Options, Awards and Purchases. The exercise 
    price per share specified in the agreement relating to each Non-Qualified 
    Option granted, and the purchase price per share of stock granted in any 
    Award or authorized as a Purchase, under the Plan shall in no event be 
    less than
 

                                       2
<PAGE>

    the minimum legal consideration required therefor under the laws of any 
    jurisdiction in which the Company or its successors in interest may be 
    organized.

       B. Price for ISOs. The exercise price per share specified in the 
    agreement relating to each ISO granted under the Plan shall not be less 
    than the fair market value per share of Common Stock on the date of such 
    grant. In the case of an ISO to be granted to an employee owning stock 
    possessing more than ten percent (10%) of the total combined voting power 
    of all classes of stock of the Company or any Related Corporation, the 
    price per share specified in the agreement relating to such ISO shall not 
    be less than one hundred ten percent (110%) of the fair market value per 
    share of Common Stock on the date of grant. For purposes of determining 
    stock ownership under this paragraph, the rules of Section 424(d) of the 
    Code shall apply.
 
       C. $100,000 Annual Limitation on ISO Vesting. Each eligible employee 
    may be granted Options treated as ISOs only to the extent that, in the 
    aggregate under this Plan and all incentive stock option plans of the 
    Company and any Related Corporation, ISOs do not become exercisable for 
    the first time by such employee during any calendar year with respect to 
    stock having a fair market value (determined at the time the ISOs were 
    granted) in excess of $100,000. The Company intends to designate any 
    Options granted in excess of such limitation as Non-Qualified Options.
 
       D. Determination of Fair Market Value. If, at the time an Option is 
    granted under the Plan, the Company's Common Stock is publicly traded, 
    "fair market value" shall be determined as of the date of grant or, if 
    the prices or quotes discussed in this sentence are unavailable for such 
    date, the last business day for which such prices or quotes are available 
    prior to the date of grant and shall mean (i) the average (on that date) 
    of the high and low prices of the Common Stock on the principal national 
    securities exchange on which the Common Stock is traded, if the Common 
    Stock is then traded on a national securities exchange; or (ii) the last 
    reported sale price (on that date) of the Common Stock on the Nasdaq 
    National Market, if the Common Stock is not then traded on a national 
    securities exchange; or (iii) the closing bid price (or average of bid 
    prices) last quoted (on that date) by an established quotation service 
    for over-the-counter securities, if the Common Stock is not reported on 
    the Nasdaq National Market. If the Common Stock is not publicly traded at 
    the time an Option is granted under the Plan, "fair market value" shall 
    mean the fair value of the Common Stock as determined by the Committee 
    after taking into consideration all factors which it deems appropriate, 
    including, without limitation, recent sale and offer prices of the Common 
    Stock in private transactions negotiated at arm's length.
 
    7. Option Duration. Subject to earlier termination as provided in paragraphs
9 and 10 or in the agreement relating to such Option, each Option shall expire
on the date specified by the Committee, but not more than (i) ten years from the
date of grant in the case of Options generally and (ii) five years from the date
of grant in the case of ISOs granted to an employee owning stock possessing more
than ten percent (10%) of the total combined voting power of all classes of
stock of the Company or any Related Corporation, as determined under paragraph
6(B). Subject to earlier termination as provided in paragraphs 9 and 10, the
term of each ISO shall be the term set forth in the original instrument granting
such ISO, except with respect to any part of such ISO that is converted into a
Non-Qualified Option pursuant to paragraph 16.
 
    8. Exercise of Option. Subject to the provisions of paragraphs 9 through 12,
each Option granted under the Plan shall be exercisable as follows:
 
       A. Vesting. The Option shall either be fully exercisable on the date 
    of grant or shall become exercisable thereafter in such installments as 
    the Committee may specify.
 
       B. Full Vesting of Installments. Once an installment becomes 
    exercisable it shall remain exercisable until expiration or termination 
    of the Option, unless otherwise specified by the Committee.
 

                                       3

<PAGE>

       C. Partial Exercise. Each Option or installment may be exercised at 
    any time or from time to time, in whole or in part, for up to the total 
    number of shares with respect to which it is then exercisable.
 
       D. Acceleration of Vesting. The Committee shall have the right to 
    accelerate the date that any installment of any Option becomes 
    exercisable; provided that the Committee shall not, without the consent 
    of an optionee, accelerate the permitted exercise date of any installment 
    of any Option granted to any employee as an ISO (and not previously 
    converted into a Non-Qualified Option pursuant to paragraph 16) if such 
    acceleration would violate the annual vesting limitation contained in 
    Section 422(d) of the Code, as described in paragraph 6(C).
 
    9. Termination of Employment. Unless otherwise specified in the agreement
relating to such ISO, if an ISO optionee ceases to be employed by the Company
and all Related Corporations other than by reason of death or disability as
defined in paragraph 10, no further installments of his or her ISOs shall become
exercisable, and his or her ISOs shall terminate on the earlier of (a) thirty
(30) days after the date of termination of his or her employment, or (b) their
specified expiration dates, except to the extent that such ISOs (or unexercised
installments thereof) have been converted into Non-Qualified Options pursuant to
paragraph 16. For purposes of this paragraph 9, employment shall be considered
as continuing uninterrupted during any bona fide leave of absence (such as those
attributable to illness, military obligations or governmental service) provided
that the period of such leave does not exceed 90 days or, if longer, any period
during which such optionee's right to reemployment is guaranteed by statute. A
bona fide leave of absence with the written approval of the Committee shall not
be considered an interruption of employment under this paragraph 9, provided
that such written approval contractually obligates the Company or any Related
Corporation to continue the employment of the optionee after the approved period
of absence. ISOs granted under the Plan shall not be affected by any change of
employment within or among the Company and Related Corporations, so long as the
optionee continues to be an employee of the Company or any Related Corporation.
Nothing in the Plan shall be deemed to give any grantee of any Stock Right the
right to be retained in employment or other service by the Company or any
Related Corporation for any period of time.
 
    10. Death; Disability.
 
        A. Death. If an ISO optionee ceases to be employed by the Company and 
    all Related Corporations by reason of his or her death, any ISO owned by 
    such optionee may be exercised, to the extent otherwise exercisable on 
    the date of death, by the estate, personal representative or beneficiary 
    who has acquired the ISO by will or by the laws of descent and 
    distribution, until the earlier of (i) the specified expiration date of 
    the ISO or (ii) one year from the date of the optionee's death.
 
       B. Disability. If an ISO optionee ceases to be employed by the Company 
    and all Related Corporations by reason of his or her disability, such 
    optionee shall have the right to exercise any ISO held by him or her on 
    the date of termination of employment, for the number of shares for which 
    he or she could have exercised it on that date, until the earlier of (i) 
    the specified expiration date of the ISO or (ii) one year from the date 
    of the termination of the optionee's employment. For the purposes of the 
    plan, the term "disability" shall mean "permanent and total disability" 
    as defined in Section 22(e)(3) of the Code or any successor statute.
 
    11. Assignability. No Stock Right shall be assignable or transferable by the
grantee except by will, by the laws of descent and distribution or, in the case
of Non-Qualified Options only, pursuant to a valid domestic relations order.
Except as set forth in the previous sentence, during the lifetime of a grantee
each Stock Right shall be exercisable only by such grantee.
 
    12. Terms and Conditions of Options. Options shall be evidenced by
instruments (which need not be identical) in such forms as the Committee may
from time to time approve. Such instruments shall conform to the terms and
conditions set forth in paragraphs 6 through 11 hereof and may contain such
other provisions as the


                                       4

<PAGE>

Committee deems advisable which are not inconsistent with the Plan, including 
restrictions applicable to shares of Common Stock issuable upon exercise of 
Options. The Committee may specify that any Non-Qualified Option shall be 
subject to the restrictions set forth herein with respect to ISOs, or to such 
other termination and cancellation provisions as the Committee may determine. 
The Committee may from time to time confer authority and responsibility on 
one or more of its own members and/or one or more officers of the Company to 
execute and deliver such instruments. The proper officers of the Company are 
authorized and directed to take any and all action necessary or advisable 
from time to time to carry out the terms of such instruments.
 
    13. Adjustments. Upon the occurrence of any of the following events, an
optionee's rights with respect to Options granted to such optionee hereunder
shall be adjusted as hereinafter provided, unless otherwise specifically
provided in the written agreement between the optionee and the Company relating
to such Option:
 
        A. Stock Dividends and Stock Splits. If the shares of Common Stock 
    shall be subdivided or combined into a greater or smaller number of 
    shares or if the Company shall issue any shares of Common Stock as a 
    stock dividend on its outstanding Common Stock, the number of shares of 
    Common Stock deliverable upon the exercise of Options shall be 
    appropriately increased or decreased proportionately, and appropriate 
    adjustments shall be made in the purchase price per share to reflect such 
    subdivision, combination or stock dividend.
 
        B. Consolidations or Mergers. If the Company is to be consolidated 
    with or acquired by another entity in a merger, sale of all or 
    substantially all of the Company's assets or otherwise (an 
    "Acquisition"), the Committee or the board of directors of any entity 
    assuming the obligations of the Company hereunder (the "Successor 
    Board"), shall, as to outstanding Options, either (i) make appropriate 
    provision for the continuation of such Options by substituting on an 
    equitable basis for the shares then subject to such Options either (a) 
    the consideration payable with respect to the outstanding shares of 
    Common Stock in connection with the Acquisition, (b) shares of stock of 
    the surviving corporation or (c) such other securities as the Successor 
    Board deems appropriate, the fair market value of which shall not 
    materially exceed the fair market value of the shares of Common Stock 
    subject to such Options immediately preceding the Acquisition; or (ii) 
    upon written notice to the optionees, provide that all Options must be 
    exercised, to the extent then exercisable, within a specified number of 
    days of the date of such notice, at the end of which period the Options 
    shall terminate; or (iii) terminate all Options in exchange for a cash 
    payment equal to the excess of the fair market value of the shares 
    subject to such Options (to the extent then exercisable) over the 
    exercise price thereof.
 
        C. Recapitalization or Reorganization. In the event of a 
    recapitalization or reorganization of the Company (other than a 
    transaction described in subparagraph B above) pursuant to which 
    securities of the Company or of another corporation are issued with 
    respect to the outstanding shares of Common Stock, an optionee upon 
    exercising an Option shall be entitled to receive for the purchase price 
    paid upon such exercise the securities he or she would have received if 
    he or she had exercised such Option prior to such recapitalization or 
    reorganization.
 
        D. Modification of ISOs. Notwithstanding the foregoing, any 
    adjustments made pursuant to subparagraphs A, B or C with respect to ISOs 
    shall be made only after the Committee, after consulting with counsel for 
    the Company, determines whether such adjustments would constitute a 
    "modification" of such ISOs (as that term is defined in Section 424 of 
    the Code) or would cause any adverse tax consequences for the holders of 
    such ISOs. If the Committee determines that such adjustments made with 
    respect to ISOs would constitute a modification of such ISOs or would 
    cause adverse tax consequences to the holders, it may refrain from making 
    such adjustments.
 
        E. Dissolution or Liquidation. In the event of the proposed 
    dissolution or liquidation of the Company, each Option will terminate 
    immediately prior to the consummation of such proposed action or at such 
    other time and subject to such other conditions as shall be determined by 
    the Committee.


                                       5

<PAGE>

        F. Issuances of Securities. Except as expressly provided herein, no 
    issuance by the Company of shares of stock of any class, or securities 
    convertible into shares of stock of any class, shall affect, and no 
    adjustment by reason thereof shall be made with respect to, the number or 
    price of shares subject to Options. No adjustments shall be made for 
    dividends paid in cash or in property other than securities of the 
    Company.
 
        G. Fractional Shares. No fractional shares shall be issued under the 
    Plan and the optionee shall receive from the Company cash in lieu of such 
    fractional shares.
 
        H. Adjustments. Upon the happening of any of the events described in 
    subparagraphs A, B or C above, the class and aggregate number of shares 
    set forth in paragraph 4 hereof that are subject to Stock Rights which 
    previously have been or subsequently may be granted under the Plan shall 
    also be appropriately adjusted to reflect the events described in such 
    subparagraphs. The Committee or the Successor Board shall determine the 
    specific adjustments to be made under this paragraph 13 and, subject to 
    paragraph 2, its determination shall be conclusive.
 
    14. Means of Exercising Options. An Option (or any part or installment
thereof) shall be exercised by giving written notice to the Company at its
principal office address, or to such transfer agent as the Company shall
designate. Such notice shall identify the Option being exercised and specify the
number of shares as to which such Option is being exercised, accompanied by full
payment of the purchase price therefor either (a) in United States dollars in
cash or by check, (b) at the discretion of the Committee, through delivery of
shares of Common Stock having a fair market value equal as of the date of the
exercise to the cash exercise price of the Option, (c) at the discretion of the
Committee, by delivery of the grantee's personal recourse note bearing interest
payable not less than annually at no less than 100% of the lowest applicable
Federal rate, as defined in Section 1274(d) of the Code, (d) at the discretion
of the Committee and consistent with applicable law, through the delivery of an
assignment to the Company of a sufficient amount of the proceeds from the sale
of the Common Stock acquired upon exercise of the Option and an authorization to
the broker or selling agent to pay that amount to the Company, which sale shall
be at the participant's direction at the time of exercise, or (e) at the
discretion of the Committee, by any combination of (a), (b), (c) and (d) above.
If the Committee exercises its discretion to permit payment of the exercise
price of an ISO by means of the methods set forth in clauses (b), (c), (d) or
(e) of the preceding sentence, such discretion shall be exercised in writing at
the time of the grant of the ISO in question. The holder of an Option shall not
have the rights of a shareholder with respect to the shares covered by such
Option until the date of issuance of a stock certificate to such holder for such
shares. Except as expressly provided above in paragraph 13 with respect to
changes in capitalization and stock dividends, no adjustment shall be made for
dividends or similar rights for which the record date is before the date such
stock certificate is issued.
 
    15. Term and Amendment of Plan. This Plan was adopted by the Board on August
15, 1995, subject, with respect to the validation of ISOs granted under the
Plan, to approval of the Plan by the stockholders of the Company at the next
Meeting of Stockholders or, in lieu thereof, by written consent. If the approval
of stockholders is not obtained prior to August 15, 1996, any grants of ISOs
under the Plan made prior to that date will be rescinded. The Plan shall expire
at the end of the day on August 1, 2005 (except as to Options outstanding on
that date). Subject to the provisions of paragraph 5 above, Options may be
granted under the Plan prior to the date of stockholder approval of the Plan.
The Board may terminate or amend the Plan in any respect at any time, except
that, without the approval of the stockholders obtained within 12 months before
or after the Board adopts a resolution authorizing any of the following actions:
(a) the total number of shares that may be issued under the Plan may not be
increased (except by adjustment pursuant to paragraph 13); (b) the benefits
accruing to participants under the Plan may not be materially increased; (c) the
requirements as to eligibility for participation in the Plan may not be
materially modified; (d) the provisions of paragraph 3 regarding eligibility for
grants of ISOs may not be modified; (e) the provisions of paragraph 6(B)
regarding the exercise price at which shares may be offered pursuant to ISOs may
not be modified (except by adjustment pursuant to paragraph 13); (f) the
expiration date of the Plan may not be extended; and (g) the Board may not take
any action which would cause the Plan to fail to comply with Rule 16b-3. Except
as otherwise provided in this paragraph 15, in no event may action of the Board
or stockholders alter or impair the rights of a grantee, without such grantee's
consent, under any Option previously granted to such grantee.
 
                                       6
<PAGE>

    16. Conversion of ISOs into Non-Qualified Options. The Committee, at the
written request or with the written consent of any optionee, may in its
discretion take such actions as may be necessary to convert such optionee's ISOs
(or any installments or portions of installments thereof) that have not been
exercised on the date of conversion into Non-Qualified Options at any time prior
to the expiration of such ISOs, regardless of whether the optionee is an
employee of the Company or a Related Corporation at the time of such conversion.
Such actions may include, but shall not be limited to, extending the exercise
period or reducing the exercise price of the appropriate installments of such
ISOs. At the time of such conversion, the Committee (with the consent of the
optionee) may impose such conditions on the exercise of the resulting
Non-Qualified Options as the Committee in its discretion may determine, provided
that such conditions shall not be inconsistent with this Plan. Nothing in the
Plan shall be deemed to give any optionee the right to have such optionee's ISOs
converted into Non-Qualified Options, and no such conversion shall occur until
and unless the Committee takes appropriate action.
 
    17. Application Of Funds. The proceeds received by the Company from the sale
of shares pursuant to Options granted and Purchases authorized under the Plan
shall be used for general corporate purposes.
 
    18. Notice to Company of Disqualifying Disposition. By accepting an ISO
granted under the Plan, each optionee agrees to notify the Company in writing
immediately after such optionee makes a Disqualifying Disposition (as described
in Sections 421, 422 and 424 of the Code and regulations thereunder) of any
stock acquired pursuant to the exercise of ISOs granted under the Plan. A
Disqualifying Disposition is generally any disposition occurring on or before
the later of (a) the date two years following the date the ISO was granted or
(b) the date one year following the date the ISO was exercised.
 
    19. Withholding of Additional Income Taxes. Upon the exercise of a
Non-Qualified Option, the grant of an Award, the making of a Purchase of Common
Stock for less than its fair market value, the making of a Disqualifying
Disposition (as defined in paragraph 18), the vesting or transfer of restricted
stock or securities acquired on the exercise of an Option hereunder, or the
making of a distribution or other payment with respect to such stock or
securities, the Company may withhold taxes in respect of amounts that constitute
compensation includible in gross income. The Committee in its discretion may
condition (i) the exercise of an Option, (ii) the grant of an Award, (iii) the
making of a Purchase of Common Stock for less than its fair market value, or
(iv) the vesting or transferability of restricted stock or securities acquired
by exercising an Option, on the grantee's making satisfactory arrangement for
such withholding. Such arrangement may include payment by the grantee in cash or
by check of the amount of the withholding taxes or, at the discretion of the
Committee, by the grantee's delivery of previously held shares of Common Stock
or the withholding from the shares of Common Stock otherwise deliverable upon
exercise of a Option shares having an aggregate fair market value equal to the
amount of such withholding taxes.
 
    20. Governmental Regulation. The Company's obligation to sell and deliver
shares of the Common Stock under this Plan is subject to the approval of any
governmental authority required in connection with the authorization, issuance
or sale of such shares.
 
    Government regulations may impose reporting or other obligations on the
Company with respect to the Plan. For example, the Company may be required to
send tax information statements to employees and former employees that exercise
ISOs under the Plan, and the Company may be required to file tax information
returns reporting the income received by grantees of Options in connection with
the Plan.
 
    21. Governing Law. The validity and construction of the Plan and the
instruments evidencing Options shall be governed by the laws of the Commonwealth
of Massachusetts, or the laws of any jurisdiction in which the Company or its
successors in interest may be organized.
 
                                       7