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                                                                   EXHIBIT 10.31


                        CHANGE IN CONTROL PROTECTION PLAN
                  FOR EXECUTIVE OFFICERS OF OPEN SOLUTIONS INC.

Upon a Change in Control of Open Solutions Inc. (the "Company") and termination
without Cause or for Good Reason within two years after a Change in Control: (x)
benefits for 12 months after the date of termination as if the Executive Officer
had remained actively employed; (y) on the date of termination, a lump sum
payment equal to (i) Base Salary then in effect for the Executive Officer
(calculated for 12 months) plus (ii) target bonus for year of termination
(calculated for 12 months) plus (iii) annual bonus for the year of termination,
prorated for the number of days worked during the year (or, if in the fourth
quarter, the greater of the actual or the target, as prorated); and (z) full
acceleration of any stock options and restricted stock awards previously granted
to the Executive Officer.

DEFINITIONS:

-    CAUSE shall mean shall mean: (i) habitual intoxication; (ii) drug
     addiction; (iii) conviction of a felony (or a plea of guilty or nolo
     contendre to a felony charge); (iv) adjudication by a court as a mental
     incompetent; (v) insubordination, malfeasance or willful misconduct; or
     (vi) material failure or inability to perform the employee's agreements,
     duties or obligations as an employee of the Company (including, without
     limitation, as a result of the employee's voluntary or involuntary
     termination of employment).

-    GOOD REASON shall mean the occurrence of any of the following, without
     employee's written consent: (i) a significant reduction in the nature or
     scope of the authorities, powers, functions, or duties attached to the
     employee's position with the Company; (ii) failure of the Company to
     maintain its incentive compensation plan or an equivalent; or (iii) the
     relocation of employee's office more than 50 miles.

-    CHANGE IN CONTROL shall mean and be deemed to have occurred if (i) any
     "person" (as such term is used in Section 13(d) and 14(d) of the Securities
     Exchange Act of 1934, as amended), other than a trustee or other fiduciary
     holding securities under an employee benefit plan of the Company or a
     corporation owned directly or indirectly by the stockholders of the Company
     in substantially the same proportions as their ownership of stock of the
     Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3
     under said Act), directly or indirectly, of securities of the Company
     representing 35% or more of the total voting power represented by the
     Company's then outstanding voting securities, or (ii) during any period of
     12 consecutive months, individuals who at the beginning of such period
     constitute the Board of Directors of the Company and any new director 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 (2/3)
     of the directors then still in office who either were directors at the
     beginning of the period or whose election or nomination for election was
     previously so approved, cease for any reason to constitute a majority
     thereof, or (iii) the stockholders of the Company approve a merger or
     consolidation of the Company with any other corporation or entity, other
     than a merger or consolidation that 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) at least 80% of the total voting
     power represented by the voting securities of the Company or such




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     surviving entity outstanding immediately after such merger or
     consolidation, or the stockholders of the Company approve a plan of
     complete liquidation of the Company or an agreement for the sale or
     disposition by the Company, in one transaction or a series of transactions,
     of all or substantially all the Company's assets.










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