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                                                                 Exhibit 10.1

                       INVESTORS FINANCIAL SERVICES CORP.

                      AMENDED AND RESTATED 1995 STOCK PLAN
                      ------------------------------------

                         (as amended December 12, 1998)


      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.


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              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, 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. If, in accordance with the Plan,
an optionee uses shares of common stock of the Company to pay the exercise price
of an Option, only the number of shares issued net of shares tendered in payment
of such exercise price shall be deemed to be issued for purposes of determining
the maximum number of shares available 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

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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 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.

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      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.

              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 


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      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 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 


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      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.

              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.

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      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.

      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. 



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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.