**Exhibit 10.2**

**RESIGNATIONAND CONSULTING AGREEMENT**

This Resignation Agreement (the “Agreement”) is madeand effective this 10th day of May, 2006 (the “Effective Date”) by andbetween Keane, Inc. (the “Company”) and Brian T. Keane (“Mr. Keane”)(collectively, the “Parties”).

WHEREAS, Mr. Keaneis employed as President and Chief Executive Officer of the Company and servesas a Director of the Company;

WHEREAS, at the requestof the Board of Directors, Mr. Keane has agreed to resign from hisposition as President and Chief Executive Officer and from his position as aDirector with the Company; and

WHEREAS, the Company hasagreed to accept Mr. Keane’s resignation and enter into a consultingarrangement with Mr. Keane on the terms and subject to the conditions setforth herein.

NOW THEREFORE, inconsideration for the promises contained herein, the Company and Mr. Keaneagree as follows:

# 1.             **Resignation.**The Parties hereby confirmthat Mr. Keane’s resignation as President and Chief ExecutiveOfficer and from all other positions, including any offices, directorships oremployment that he holds with the Company or any affiliates or other relatedentities (“Company Affiliates”) (including but not limited to his position as aDirector of the Company) is effective as of May 10, 2006 (the “ResignationDate”). Said resignations from the Company are hereby accepted by the Company.Mr. Keane shall not permit himself to be considered for election to theBoard of Directors at any time prior to December 31, 2010 and herebywithdraws his candidacy for reelection to the Board of Directors at the 2006Annual Meeting of Shareholders presently scheduled for May 18, 2006. TheParties agree that they shall publicly announce Mr. Keane’s resignation byissuing the Press Release attached at Exhibit A.

# 2.             **Service as a Consultant.**Mr. Keane shall serve theBoard of Directors of the Company as a consultant from June 1, 2006 to December 31,2007 (the “Consulting Period”). Mr. Keane’s responsibilities as aconsultant shall be to perform projects and provide advice and assistanceappropriate for an individual of his knowledge and experience at any reasonabletimes requested by a majority of the Board of Directors or its designee, *provided that*the Company shall notrequire Mr. Keane to perform such services for a total of more than 150days. In exchange for his availability for and performance of consultingservices, the Company shall pay Mr. Keane consulting payments on a monthlybasis in arrears at a rate of $26,000 per month effective for the ConsultingPeriod (the “Consulting Payments”). Mr. Keane shall be an independentcontractor of the Company during the Consulting Period. Notwithstanding theforegoing, Mr. Keane’s service as a consultant shall not be considered tobe a continuation of a relationship with the Company for purposes of any stockoption or equity plan of the Company, or any Stock Option Agreement or anyRestricted Stock Award Agreement, each as defined below. After January 1,2007, Mr. Keane may terminate his agreement to provide consulting 

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services upon 30 days written notice and upon theeffective date of the termination, the Company shall stop making the ConsultingPayments.

# 3.             **Benefits.**Mr. Keane shall havethe right to continue to participate in the Company’s group medical and dentalbenefit plans to the extent permittedby and subject to the law known as COBRA. The Company shall pay towardthe premium for such coverages the same amount as it pays toward the premiumsfor active eligible employees with the same level of coverages. Mr. Keaneacknowledges and agrees that the remaining portion of the premiums for suchcoverages shall be deducted on a monthly basis from the Consulting Payments.

# 4.             **Stock Options.**The Parties agree andacknowledge that the following is an exclusive list of all of the optionsto purchase shares of the Company’s common stock awarded to Mr. Keane andremaining outstanding as of the date hereof: January 18, 2006 (150,000shares); December 16, 2004 (100,000 shares); February 21, 2003(200,000 shares), December 4, 2001 (400,000 shares) and December 29,2000 (200,000 shares), (the “Stock Option Agreements”). The Company and Mr. Keaneagree and acknowledge that their respective rights with respect to these stockoptions shall be governed by the terms of the Stock Option Agreements. TheCompany hereby acknowledges Mr. Keane’s rights to exercise vested optionswill be governed by Section 6(b) of the Incentive Stock AgreementGranted Under the Company’s 1998 Stock Incentive Plan *provided that* notwithstanding the provisionsof the Incentive Stock Agreement the Company and Mr. Keane hereby agree (a) thatthe period to exercise options which are vested as of the date  hereof shall be extended to December 31,2006, provided that nothing in this Section 4 is intended to modify in anyway the treatment of such options as a result of an Acquisition Event under theterms of the applicable stock option or stock incentive plan; and (b) thatthe Company will waive any rights that it may have to limit his exercise rightspursuant to Section 6(d) thereof. For the avoidance of doubt, theParties agree that the vesting of stock options under the Stock OptionAgreements ceases effective on the Resignation Date.

# 5.             **Restricted Stock****Awards**. The Parties agree and acknowledge that thefollowing is an exclusive list of all of the restricted stock awardsgranted to Mr. Keane and remaining outstanding as of the date hereof: December 16,2004 (40,000 shares) and January 2, 2002 (3,500 shares) (“Restricted StockAward Agreements”). The Company and Mr. Keane agree and acknowledge thattheir respective rights with respect to these restricted stock awards shall begoverned by the terms of the Restricted Stock Award Agreements; *provided that*the Company agrees that itshall not exercise any Purchase Option as defined in the Restricted Stock AwardAgreements with respect to 10,000 shares of restricted stock that wouldotherwise vest on 12/16/06 until after December 31, 2006 and Mr. Keaneunderstands and agrees that the Company intends to exercise any and all otherPurchase Options. For purposes of clarity, Mr. Keane’s termination ofemployment shall not preclude Mr. Keane from vesting in the 10,000 sharesthat would otherwise vest on 12/16/06.

# 6.             **Release of Claims.**In considerationfor the promises and agreements set forth in this Agreement, Mr. Keanevoluntarily releases and forever discharges the Company, its affiliated andrelated entities, its and their respective predecessors, successors andassigns, its and their respective employee benefit plans and fiduciaries ofsuch plans, and the current and former 

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officers, directors, shareholders, employees,attorneys, accountants and agents of each of the foregoing in their officialand personal capacities (collectively referred to as the “Releasees”) generallyfrom all claims, demands, debts, damages and liabilities of every name andnature, known or unknown (“Claims”) that, as of the Effective Date, he has,ever had, now claims to have or ever claimed to have had against any or all ofthe Releasees. This release includes, without limitation, all Claims relatingto Mr. Keane’s employment by and resignation from employment or officewith the Company; of wrongful discharge; of breach of contract; of retaliationor discrimination under federal, state or local law (including, withoutlimitation, Claims of disability discrimination or retaliation under theAmericans with Disabilities Act, and Claims of discrimination or retaliationunder Title VII of theCivil Rights Act of 1964); under any other federal or state statute; ofdefamation or other torts; of violation of public policy; for wages, bonuses,incentive compensation, vacation pay or any other compensation or benefits; andfor damages or other remedies of any sort, including, without limitation,compensatory damages, punitive damages, injunctive relief and attorney’s fees; *provided*, however, that this release shallnot affect Mr. Keane’s rights under this Agreement, the Keane, Inc.1998 Stock Incentive Plan, the Stock Option Agreements, the Restricted StockAward Agreements, or the “Agreement” with the Company concerning confidentialinformation, works for hire, and other matters (the “Confidential InformationAgreement”), nor shall it affect his rights to seek indemnification under Article VIof the Company’s Restated Articles of Organization. Mr. Keane agrees thathe shall not seek or accept damages of any nature, other equitable or legalremedies for his own benefit, attorney’s fees, or costs from any of theReleasees with respect to any Claim released by this Agreement. As a materialinducement to the Company to enter into this Agreement, Mr. Keanerepresents that he has not assigned to any third party and he has not filedwith any agency or court any Claim released by this Agreement.

# 7.             **FutureCooperation.**Mr. Keane agrees to cooperate reasonably with theCompany and all Company Affiliates (including the Company’s outside counsel) inconnection with the contemplation, prosecution and defense of all phases ofexisting, past and future litigation, regulatory or administrative actionsabout which the Company believes Mr. Keane may have knowledge orinformation. He further agrees to make himself available at mutually convenienttimes during and outside of regular business hours as reasonably deemednecessary by the Company’s counsel. The Company shall not utilize this Section torequire Mr. Keane to make himself available to an extent that wouldunreasonably interfere with employment responsibilities that he may have andshall reimburse him for any pre-approved reasonable business travel expensesthat he incurs on the Company’s behalf as a result of his litigationcooperation services, after receipt of appropriate documentation consistentwith the Company’s business expense reimbursement policy. He agrees to appearwithout the necessity of a subpoena to testify truthfully in any legalproceedings in which the Company calls him as a witness. Mr. Keane furtheragrees that he shall not voluntarily provide information to or otherwisecooperate with any individual or entity that is contemplating or pursuinglitigation against any of the Releasees or that is undertaking anyinvestigation or review of any of the Releasees’ activities or practices; *provided*, however, that he may participate in or otherwiseassist in any investigation or inquiry conducted by the Equal EmploymentOpportunity Commission or the Massachusetts Commission Against Discrimination.

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# 8.             **Applicable Law.**Thelaw of the Commonwealth of Massachusetts will govern any dispute about thisAgreement, including any interpretation or enforcement of this Agreement.

# 9.             **Severability.**Inthe event that any provision or portion of a provision of this Agreement shallbe determined to be illegal, invalid or unenforceable, the remainder of thisAgreement shall be enforced to the fullest extent possible and the illegal,invalid or unenforceable provision or portion of a provision will be amended bya court of competent jurisdiction to reflect the parties’ intent if possible. Ifsuch amendment is not possible, the illegal, invalid or unenforceable provisionor portion of a provision will be severed from the remainder of this Agreementand the remainder of this Agreement shall be enforced to the fullest extentpossible  as if such illegal, invalid orunenforceable provision or portion of a provision was not included.

# 10.           **Modification.**ThisAgreement may be modified only by a written agreement signed by Mr. Keaneand a representative of the Company specifically authorized by a majority ofthe Board of Directors.

# 11.           **Successors and Assigns.**ThisAgreement shall be binding on the successors and assigns of the Company.

# 12.           **Entire Agreement.**This Agreement constitutes the entire agreement between the parties withrespect to the subject matter hereof and supersedes all prior agreementsbetween the parties with respect to any related subject matter, except for theKeane, Inc. 1998 Stock Incentive Plan, Stock Option Agreements, theRestricted Stock Award Agreements, and the Confidential Information Agreement.

KEANE, INC.
| By:                 |   | /s/ John J. Leahy |   | May 10, 2006 |
|---------------------|--------|-------------------|--------|-------------------|
|                |   | Title             |   | Date              |
|                |   |              |   |              |
|                |   |              |   |              |
| /s/ Brian T.  Keane |   | May 10, 2006 |
| Brian T. Keane      |   | Date              |

 

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