UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C 20549

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))

KEANE, INC.
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(Name of Registrant as Specified In Its Charter)

KEANE, INC.
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(Name of Person(s) Filing Proxy Statement)

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):

/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
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KEANE, INC.

TEN CITY SQUARE
BOSTON, MASSACHUSETTS 02129

------------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 30, 2001

------------------------

The Annual Meeting of Stockholders of Keane, Inc. (the "Company") will be
held on Wednesday, May 30, 2001 at 4:30 p.m., Boston time, at the offices of
Hale and Dorr LLP, 60 State Street, Boston, Massachusetts, to consider and act
upon the following matters:

1. To fix the number of directors at seven and to elect a Board of
Directors for the ensuing year;

2. To approve the adoption of the Company's 2001 Stock Incentive Plan;

3. To approve an amendment to the Company's 1992 Employee Stock Purchase
Plan to increase the number of shares authorized for issuance under such
plan from 2,550,000 to 4,550,000 shares;

4. To ratify and approve the selection by the Board of Directors of Ernst &
Young LLP as the Company's independent accountants for the current year;
and

5. To transact such other business as may properly come before the meeting
or any adjournment of the meeting.

Stockholders of record at the close of business on April 2, 2001 will be
entitled to notice of and to vote at the meeting or any adjournment thereof. The
stock transfer books of the Company will remain open.

All stockholders are cordially invited to attend the meeting.

By Order of the Board of Directors

/s/ Hal J. Leibowitz

Hal J. Leibowitz, CLERK

Boston, Massachusetts
April 13, 2001

WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN
THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER TO
ASSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED IF MAILED IN
THE UNITED STATES.

KEANE, INC.

TEN CITY SQUARE
BOSTON, MASSACHUSETTS 02129

------------------------

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 30, 2001

------------------------

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Keane, Inc. ("Keane" or the "Company") for
use at the Annual Meeting of Stockholders to be held on May 30, 2001, and at any
adjournment of that meeting. All proxies will be voted in accordance with the
instructions contained therein, and if no choice is specified, the proxies will
be voted in favor of the proposals set forth in the accompanying Notice of
Meeting. Any proxy may be revoked by a stockholder at any time before it is
exercised by giving written notice to that effect to the Clerk of the Company or
by voting in person at the Annual Meeting.

The Board of Directors has fixed April 2, 2001 as the record date for
determining stockholders who are entitled to vote at the meeting. At the close
of business on April 2, 2001, there were outstanding and entitled to vote
67,499,400 shares of Common Stock of the Company, $.10 par value per share
("Common Stock"), and 284,891 shares of Class B Common Stock of the Company,
$.10 par value per share ("Class B Common Stock"). Each share of Common Stock is
entitled to one vote, and each share of Class B Common Stock is entitled to ten
votes.

THE COMPANY'S ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2000 IS BEING
MAILED TO THE COMPANY'S STOCKHOLDERS WITH THIS NOTICE AND PROXY STATEMENT ON OR
ABOUT APRIL 13, 2001. THE COMPANY WILL, UPON WRITTEN REQUEST OF ANY STOCKHOLDER,
FURNISH WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT ON FORM 10-K FOR THE YEAR
ENDED DECEMBER 31, 2000, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
(THE "SEC"), WITHOUT EXHIBITS. PLEASE ADDRESS ALL SUCH REQUESTS TO THE COMPANY,
ATTENTION OF JOHN J. LEAHY, SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER,
TEN CITY SQUARE, BOSTON, MASSACHUSETTS 02129. EXHIBITS WILL BE PROVIDED UPON
WRITTEN REQUEST AND PAYMENT OF AN APPROPRIATE PROCESSING FEE.

As used in this Proxy Statement, the terms "Keane" and the "Company" refer
to Keane, Inc. and its wholly-owned and majority-owned subsidiaries, unless the
context otherwise requires.

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of February 1, 2001 (or such other date
as is set forth in the footnotes below), the beneficial ownership of the
Company's outstanding Common Stock and Class B Common Stock of (i) each person
known by the Company to own beneficially more than 5% of the Company's
outstanding Common Stock or Class B Common Stock, (ii) each director, (iii) each

executive officer named in the Summary Compensation Table under the heading
"Executive Compensation" below and (iv) all current directors and executive
officers as a group:

AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP(1)

PERCENTAGE OF
PERCENTAGE OF SHARES OF CLASS B
SHARES OF COMMON CLASS B COMMON
COMMON STOCK COMMON STOCK PERCENTAGE OF
NAME AND ADDRESS OF BENEFICIAL OWNER STOCK OUTSTANDING STOCK OUTSTANDING TOTAL VOTES
- ------------------------------------ ---------- ------------- --------- ------------- -------------

John F. Keane(2)........................ 11,483,031 16.9% 267,800 94.0% 20.0%
c/o Keane, Inc.
Ten City Square
Boston, MA 02129

Marilyn T. Keane(3)..................... 11,483,031 16.9% 267,800 94.0% 20.0%
c/o Keane, Inc.
Ten City Square
Boston, MA 02129

Ross Financial Corporation(4)........... 4,318,500 6.4% -- -- 6.1%
P.O. Box 31363-SMB
Grand Cayman, Cayman Islands,
B.W.I.

Mellon Financial Corporation(5)......... 4,307,926 6.4% -- -- 6.1%
One Mellon Center
Pittsburgh, PA 15258

Brian T. Keane(6)....................... 1,481,117 2.2% 48,221 16.9% 2.8%
c/o Keane, Inc.
Ten City Square
Boston, MA 02129

Philip J. Harkins (7)................... 14,900 * -- -- *
c/o Keane, Inc.
Ten City Square
Boston, MA 02129

Winston R. Hindle, Jr.(8)............... 15,000 * -- -- *
c/o Keane, Inc.
Ten City Square
Boston, MA 02129

John F. Keane, Jr.(9)................... 1,291,262 1.9% 48,221 16.9% 2.5%
c/o Keane, Inc.
Ten City Square
Boston, MA 02129

John F. Rockart (10).................... 42,149 * -- -- *
c/o Keane, Inc.
Ten City Square
Boston, MA 02129

Robert A. Shafto (11)................... 13,000 * -- -- *
c/o Keane, Inc.
Ten City Square
Boston, MA 02129

John J. Leahy(12)....................... 22,032 * -- -- *
c/o Keane, Inc.
Ten City Square
Boston, MA 02129

Robert Atwell(13)....................... 48,767 * -- -- *
c/o Keane, Inc.
Ten City Square
Boston, MA 02129

Raymond W. Paris(14).................... 295,912 * -- -- *
c/o Keane, Inc.
Ten City Square
Boston, MA 02129

John Flavin(15)......................... 50 * -- -- *
c/o Keane, Inc.
Ten City Square
Boston, MA 02129

All current directors and executive 12,435,624 18.3% 270,910 95.1% 21.4%
officers as a group
(11 persons)(16)......................

- ------------------------

* Less than 1% of outstanding stock of the respective class, or less than 1%
of aggregate voting power, as the case may be.

(1) The number of shares beneficially owned by each director and executive
officer is determined under rules promulgated by the SEC and the information
is not necessarily indicative of beneficial ownership for any other purpose.
Under such rules, beneficial ownership includes any shares as to which the
individual has sole or shared voting power or investment power and also any
shares which the individual has the right to acquire within 60 days
following February 1, 2001 through the exercise of any stock option or other
right. The inclusion herein of such shares, however, does not constitute an
admission that the named stockholder is a direct or indirect beneficial
owner of such shares. Unless otherwise indicated, each person or entity
named in the table has sole voting power

and investment power (or shares such power with his or her spouse) with
respect to all shares of capital stock listed as owned by such person or
entity.

(2) Includes (i) 2,382,058 shares of Common Stock held of record by John F.
Keane and his wife, Marilyn T. Keane, as trustees of the John F. Keane
Qualified Annuity Trust, of which John F. Keane is the beneficiary, (ii)
2,382,058 shares of Common Stock held of record by John F. Keane and Marilyn
T. Keane, as trustees of the Marilyn T. Keane Qualified Annuity Trust, of
which Marilyn T. Keane is the beneficiary, (iii) 1,318,325 shares of Common
Stock held of record by Marilyn T. Keane, (iv) 3,524,000 shares of Common
Stock and 140,000 shares of Class B Common Stock held of record by Marilyn
T. Keane and one other individual as trustees of three trusts of which John
and Marilyn Keane's adult children are the beneficiaries and (v) options to
purchase, within 60 days following February 1, 2001, 20,000 shares of Common
Stock held by John F. Keane. With regard to the children's trusts shares,
Marilyn T. Keane and the other trustee have sole voting and investment
power, but disclaim any beneficial interest in such shares. John F. Keane
disclaims beneficial ownership of the shares specified in clauses (ii),
(iii) and (iv) above.

(3) Includes (i) 2,382,058 shares of Common Stock held of record by Marilyn T.
Keane and her husband, John F. Keane, as trustees of the John F. Keane
Qualified Annuity Trust, of which John F. Keane is a beneficiary, (ii)
2,382,058 shares of Common Stock held of record by Marilyn T. Keane and John
F. Keane, as trustees of the Marilyn T. Keane Qualified Annuity Trust, of
which Marilyn T. Keane is a beneficiary, (iii) 1,856,590 shares of Common
Stock and 127,800 shares of Class B Common Stock held of record by John F.
Keane, (iv) 3,524,000 shares of Common Stock and 140,000 shares of Class B
Common Stock held of record by Marilyn T. Keane and one other individual as
trustees of three trusts of which John and Marilyn Keane's adult children
are the beneficiaries and (v) options to purchase, within 60 days following
February 1, 2001, 20,000 shares of Common Stock held by John F. Keane. With
regard to the children's trusts shares, Marilyn T. Keane and the other
trustee have sole voting and investment power, but disclaim any beneficial
interest in such shares. Marilyn T. Keane disclaims beneficial ownership of
the shares specified in clauses (i), (iii), (iv) and (v) above.

(4) Ross Financial Corporation has sole voting power with respect to all shares.
The information reported is based solely on a Schedule 13G, dated January
22, 2001, filed with the SEC by Ross Financial Corporation.

(5) Represents shares beneficially owned by the following direct or indirect
subsidiaries of Mellon Financial Corporation: Boston Safe Deposit and Trust
Company, Mellon Bank, N.A., Mellon Capital Management Corporation, The
Dreyfus Corporation, The Boston Company Asset Management, LLC, MBC
Investments Corporation and The Boston Company, Inc. Mellon Financial
Corporation has sole voting power with respect to 3,476,821 shares and
shared voting power with respect to 280,300 shares. The Boston Company, Inc.
has sole voting power with respect to 2,960,160 shares and shared voting
power with respect to 268,600 shares. The information reported is based
solely on a Schedule 13G, dated January 18, 2001, filed with the SEC by
Mellon Financial Corporation and The Boston Company, Inc.

(6) Includes (i) 1,137,333 shares of Common Stock and 46,666 shares of Class B
Common Stock held by the John Francis Keane Irrevocable Trust for Benefit of
Brian T. Keane, of which Mr. Brian Keane is the beneficiary, (ii) 104,946
shares of Common Stock and 1,555 shares of Class B

Common Stock held by the John F. and Marilyn T. Keane 1997 Children's Trust
for Benefit of Brian T. Keane, of which Mr. Brian Keane is the beneficiary,
and (iii) options to purchase, within 60 days following February 1, 2001,
90,000 shares of Common Stock held by Mr. Brian Keane.

(7) Includes options to purchase, within 60 days following February 1, 2001,
5,000 shares of Common Stock held by Mr. Harkins.

(8) Includes options to purchase, within 60 days following February 1, 2001,
1,000 shares of Common Stock held by Mr. Hindle.

(9) Includes (i) 1,193,333 shares of Common Stock and 46,666 shares of Class B
Common Stock held by the John Francis Keane Irrevocable Trust for Benefit of
Mr. John F. Keane, Jr., of which Mr. John F. Keane, Jr. is the beneficiary,
(ii) 2,400 shares of Common Stock and 1,555 shares of Class B Common Stock
held by the John F. and Marilyn T. Keane 1997 Children's Trust for Benefit
of John F. Keane, Jr., of which Mr. John F. Keane, Jr. is the beneficiary,
and (iii) options to purchase, within 60 days following February 1, 2001,
63,450 shares of Common Stock held by Mr. John F. Keane, Jr.

(10) Includes options to purchase, within 60 days following February 1, 2001,
1,000 shares of Common Stock held by Dr. Rockart.

(11) Includes options to purchase, within 60 days following February 1, 2001,
1,000 shares of Common Stock held by Mr. Shafto.

(12) Consists of 2,188 shares of restricted stock and options to purchase,
within 60 days following February 1, 2001, 19,844 shares of Common Stock
held by Mr. Leahy.

(13) Consists of 29,494 shares held of record by Mr. Atwell and his wife,
Virginia M. Atwell, and options to purchase, within 60 days following
February 1, 2001, 19,273 shares of Common Stock held by Mr. Atwell.

(14) Includes options to purchase, within 60 days following February 1, 2001,
19,845 shares of Common Stock held by Mr. Paris.

(15) Mr. Flavin resigned his position as Senior Vice President of the Company in
October 2000.

(16) Includes options to purchase, within 60 days following February 1, 2001,
263,462 shares of Common Stock held by all current directors and executive
officers as a group.

VOTES REQUIRED

The holders of a majority of the aggregate voting power represented by the
shares of Common Stock and Class B Common Stock, issued and outstanding and
entitled to vote at the meeting, together as a single class, shall constitute a
quorum for transacting business at the meeting. The shares of Common Stock and
Class B Common Stock present in person or represented by executed proxies
received by the Company will be counted for purposes of establishing a quorum at
the meeting, regardless of how or whether such shares are voted on any specific
proposal.

The affirmative vote of the holders of a plurality of the aggregate voting
power represented by the shares of Common Stock and Class B Common Stock, voting
together as a single class, present or represented at the meeting is required
for the election of directors. The affirmative vote of the holders

of a majority of the aggregate voting power represented by the shares of Common
Stock and Class B Common Stock, voting together as a single class, present or
represented at the meeting, is required for the approval of the Company's 2001
Stock Incentive Plan, approval of an amendment to the Company's 1992 Employee
Stock Purchase Plan and the ratification and approval of the selection by the
Board of Directors of Ernst & Young LLP as the Company's independent accountants
for the current year.

Shares which are withheld or which abstain from voting and shares held in
"street name" by brokers or nominees who indicate that they do not have
discretionary authority to vote such shares as to a particular matter ("broker
non-votes"), will not be counted as votes in favor of such matter, and will also
not be counted as shares voting on such matter. Accordingly, shares withheld or
abstaining and broker non-votes will have no effect on the voting on the
election of directors, the approval of the Company's 2001 Stock Incentive Plan,
the approval of an amendment to the Company's 1992 Employee Stock Purchase Plan
and the ratification and approval of the selection of Ernst & Young LLP as the
Company's independent accountants for the current year.

ELECTION OF DIRECTORS

The persons named in the enclosed proxy (Brian T. Keane, John J. Leahy and
Hal J. Leibowitz) will vote to fix the number of directors at seven and to elect
as directors the seven nominees named below, unless authority to vote for the
election of directors is withheld by marking the proxy to that effect or the
proxy is marked with the names of nominees as to whom authority to vote is
withheld. The proxy may not be voted for more than seven directors.

Each director will be elected to hold office until the next annual meeting
of stockholders and until his successor is duly elected and qualified. If a
nominee becomes unavailable, the persons acting under the proxy may vote the
proxy for the election of a substitute. The Company does not anticipate that any
of the nominees will be unavailable.

Set forth below are the names and certain information with respect to each
director of the Company.

JOHN F. KEANE has served as Chairman of the Board of Directors of the
Company since 1967. From 1967 to November 1999, Mr. John Keane, founder of the
Company, served as President and Chief Executive Officer of the Company. Mr.
John Keane is a director of PerkinElmer, Inc., a public global technology
company, and Firstwave Technologies, a public company which provides Internet-
based customer relationship management solutions. Mr. John Keane is the father
of Mr. Brian Keane, the President, Chief Executive Officer and a director of the
Company, and Mr. John Keane, Jr., a director of the Company. Mr. John Keane is
69 years old.

BRIAN T. KEANE has served as President and Chief Executive Officer of the
Company since November 1999 and as a director of the Company since May 1998.
From October 1997 to October 1999, Mr. Brian Keane was Executive Vice President
and a member of the Office of the President of the Company; from December 1996
to September 1997, he was Senior Vice President of the Company; and from
December 1994 to December 1996, he was Area Vice President of the Company's
Information Services Division. From July 1992 to December 1994, Mr. Brian Keane
served as an ISD Business Area Manager of the Company, and from January 1990 to
July 1992, he served as a Branch Manager. Mr. Brian Keane is a son of Mr. John
Keane, the founder and Chairman of the Board of

Directors of the Company, and the brother of Mr. John Keane, Jr., a director of
the Company. Mr. Brian Keane is 40 years old.

PHILIP J. HARKINS has served as a director of the Company since February
1997. He is currently the Chief Executive Officer and President of Linkage,
Inc., an organizational development company founded by Mr. Harkins in 1988.
Prior to 1988, Mr. Harkins was Vice President of Human Resources of the Company.
Mr. Harkins is 53 years old.

WINSTON R. HINDLE, JR. has served as a director of the Company since
February 1995. Mr. Hindle is also a director of CareCentric, Inc., formerly
known as Simione Central Holdings, Inc., a public company providing information
systems and services to home healthcare providers; C.P. Clare Corporation, a
public company providing high-voltage analog semiconductor integrated packages,
components and switches; and Mestek, Inc., a public company which manufactures
and markets industrial products. From September 1962 to July 1994, Mr. Hindle
served as a Vice President and, subsequently, Senior Vice President of Digital
Equipment Corporation, a computer systems and services firm. Mr. Hindle is 70
years old.

JOHN F. KEANE, JR. has served as a director of the Company since May 1998.
Mr. John Keane, Jr. has been the President and Chief Executive Officer of
ArcStream Solutions, Inc., a consulting and systems integration firm focusing on
mobile and wireless solutions which he founded, since July 2000. From October
1997 to July 2000, Mr. John Keane, Jr. was Executive Vice President and a member
of the Office of the President of the Company; from December 1996 to September
1997, Mr. John Keane, Jr. was Senior Vice President of the Company; and from
December 1994 to December 1996, he was Area Vice President of the Company's
Information Services Division. From January 1994 to December 1994, Mr. John
Keane, Jr. served as an ISD Business Area Manager of the Company. From July 1992
to January 1994, Mr. John Keane, Jr. acted as manager of Software Reengineering,
and from January 1991 to July 1992, he served as Director of Corporate
Development. Mr. John Keane, Jr. is the brother of Mr. Brian Keane, the
President, Chief Executive Officer and a director of the Company, and a son of
Mr. John Keane, the founder and Chairman of the Board of Directors of the
Company. Mr. John Keane, Jr. is 41 years old.

JOHN F. ROCKART has served as a director of the Company since its
incorporation in 1967. He is currently a Senior Lecturer at the Alfred J. Sloan
School of Management of the Massachusetts Institute of Technology. Dr. Rockart
became a Senior Lecturer at the Center in 1974. Dr. Rockart is a director of
Comshare, Inc., a public company developing and supporting e-Business solutions
for management planning and control. Dr. Rockart is 69 years old.

ROBERT A. SHAFTO has served as a director of the Company since February
1994. He is currently retired. From 1993 until May 1998, Mr. Shafto served as
the Chairman and Chief Executive Officer of New England Financial, an insurance
and investment firm formerly known as New England Life Insurance Company, which
he joined in 1972. Mr. Shafto has served as a director of the Company since
February 1994. Mr. Shafto is 65 years old.

The Company has a standing Audit Committee, comprised of Messrs. Harkins,
Hindle and Shafto and Dr. Rockart, which held four meetings during the year
ended December 31, 2000. The Audit Committee makes recommendations to the Board
of Directors relative to the appointment of independent auditors, reviews the
scope and results of the independent audit, and establishes and

monitors policy relative to non-audit services provided by the independent
auditors in order to ensure that the auditors are in fact independent.

The Company has a standing Compensation Committee, comprised of Messrs.
Harkins, Hindle and Shafto and Dr. Rockart, which held five meetings during the
year ended December 31, 2000. The Compensation Committee annually reviews and
approves the compensation of the Company's senior executives, administers the
Company's 1992 Stock Option Plan, the Company's 1992 Employee Stock Purchase
Plan, and the Company's 1998 Stock Incentive Plan.

The Company formed a Governance and Nominating Committee on July 27, 2000.
The Governance and Nominating Committee is comprised of Messrs John F. Keane,
John F. Keane, Jr., Harkins and Hindle and held no meetings during the year
ended December 31, 2000. The Governance and Nominating Committee examines and
defines the Board of Directors' role in corporate governance, formulates policy
to address stockholder concerns and formulates guidance for management action to
deal with evolving social issues, both internal and external to the
organization. The Governance and Nominating Committee also nominates persons to
serve as members of the Board of Directors, recommends directors to serve on
various Board committees, and recommends a successor to the Chief Executive
Officer whenever a vacancy occurs for any reason. The Governance and Nominating
Committee will consider for nomination to the Board of Directors candidates
suggested by the stockholders, provided that such recommendations are delivered
to the Company, with an appropriate biographical summary, no later than the
deadline for submission of stockholder proposals.

During the year ended December 31, 2000, the Board of Directors of the
Company held ten meetings. Each of the directors attended at least 75% of the
aggregate of (i) the total number of meetings of the Board of Directors and (ii)
the total number of meetings held by all committees of the Board on which he
served, in each case during the periods that he served.

DIRECTORS' COMPENSATION

Compensation of the Company's non-employee directors currently consists of
an annual director's fee of $4,000 plus $1,000 and expenses for each meeting of
the Board of Directors attended. Non-employee directors are also eligible to
receive stock options under the Company's stock incentive plans. In February
2000, each non-employee director received an option to purchase 1,000 shares of
the Company's Common Stock at an exercise price of $27.31 per share, and in
December 2000, each non-employee director received an option to purchase 10,000
shares of the Company's Common Stock at an exercise price of $9.75 per share.
Directors who are officers or employees of the Company do not receive any
additional compensation for their services as directors.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth information with respect to the annual and
long-term compensation of (i) the Company's chief executive officer, (ii) the
four most highly compensated executive officers of the Company who were serving
as executive officers as of December 31, 2000, and (iii) two other persons who
each served as an executive officer during 2000 and would have been among the
four most highly compensated executive officers but for the fact that they were
no longer serving as executive officers as of December 31, 2000.

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------ ----------------------------
AWARDS PAYOUTS
---------- -------------
NUMBER OF
RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING LTIP
SALARY BONUS COMPENSATION AWARDS OPTIONS/SARS PAYOUTS
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) ($)(1) (2) ($)
- --------------------------- -------- -------- -------- ------------- ---------- ------------- --------

John F. Keane............... 2000 239,929 -- -- -- 100,000 --
Chairman of the Board of 1999 403,399 133,000(3) -- -- 80,000 --
Directors 1998 428,961 -- -- -- -- --

Brian T. Keane.............. 2000 376,595 100,000 -- -- 300,000 --
President and Chief 1999 325,881 -- -- -- 130,000 --
Executive Officer 1998 308,498 105,000 -- -- 30,000 --

John J. Leahy(5)............ 2000 311,909 34,630 -- 51,877(6) 90,000 --
Senior Vice President-- 1999 118,846 -- -- -- 45,000 --
Finance and Chief 1998 -- -- -- -- -- --
Financial Officer

Robert Atwell............... 2000 327,316 75,000 -- 14,937(6) 90,000 --
Senior Vice President-- 1999 243,885 96,232 -- -- 20,000 --
North American Branch 1998 236,166 50,000 -- -- 12,500 --
Operations

Raymond W. Paris............ 2000 265,166 25,000 -- -- 45,000 --
Senior Vice President-- 1999 249,798 -- -- 70,009(6) 11,500 --
Healthcare Solutions 1998 255,790 80,000 -- -- 5,000 --
Division

John F. Keane, Jr.(8)....... 2000 356,250 -- -- -- 10,000 --
Former Executive Vice 1999 325,731 -- -- -- 130,000 --
President 1998 308,472 105,000 -- -- 30,000 --

John Flavin(9).............. 2000 255,965 -- -- -- -- --
Former Senior Vice 1999 230,820 -- -- -- 20,000 --
President 1998 29,615 -- -- -- 5,000 --

ALL OTHER
COMPENSATION
NAME AND PRINCIPAL POSITION ($)
- --------------------------- -------------

John F. Keane............... 2,000(4)
Chairman of the Board of 2,000(4)
Directors 2,000(4)
Brian T. Keane.............. 2,000(4)
President and Chief 2,000(4)
Executive Officer 2,000(4)
John J. Leahy(5)............ 65,362(7)
Senior Vice President-- 9,582
Finance and Chief --
Financial Officer
Robert Atwell............... --
Senior Vice President-- --
North American Branch --
Operations
Raymond W. Paris............ 2,000(4)
Senior Vice President-- 2,000(4)
Healthcare Solutions 2,000(4)
Division
John F. Keane, Jr.(8)....... 2,000(4)
Former Executive Vice 2,000(4)
President 1,412(4)
John Flavin(9).............. 914(4)
Former Senior Vice --
President --

- ------------------------------

(1) Represents the difference between the closing price for the Company's Common
Stock on the American Stock Exchange on the date of grant and the per share
purchase price, multiplied by the number of shares awarded.

(2) All options other than options granted in December 2000 become exercisable
in three or four equal installments commencing on the first or second
anniversary of the date of grant. Options granted in December 2000 become
exercisable

in a single installment on the fifth anniversary of the date of grant,
provided that the vesting of such options immediately accelerates with
respect to 34% of the shares covered thereby upon the Company's achieving
earnings per share of $1.00, with respect to an additional 33% of the shares
covered thereby upon the Company's achieving earnings per share of $1.50 and
with respect to the remaining 33% of the shares covered thereby upon the
Company's achieving earnings per share of $2.00.

(3) Represents a bonus paid to Mr. John Keane in 1999 for performance in 1998.

(4) Consists of contributions to the Company's 401(k) Plan on behalf of the
named executive officer.

(5) Mr. Leahy joined the Company in August 1999.

(6) Shares of restricted stock vest in three equal annual installments
commencing on the first anniversary of the date of grant. As of December 31,
2000, the number of shares (whether vested or unvested) held by each of
Messrs. Leahy, Atwell and Paris was 2,188, 630 and 2,940, respectively, and
the value of such shares (whether vested or unvested) was $21,114, $6,080
and $28,371, respectively.

(7) Consists of reimbursement by the Company of relocation expenses.

(8) Mr. John Keane, Jr. resigned from his positions as Executive Vice President
and a member of the Office of the President of the Company in July 2000.

(9) Mr. Flavin joined the Company in November 1998 and resigned from his
position as Senior Vice President of the Company in October 2000.

OPTION GRANTS DURING 2000

The following table sets forth the number of shares of the Company's Common
Stock underlying options granted, the exercise price per share and the
expiration date of all options granted to each of the named executive officers
during 2000:

OPTIONS/SAR GRANTS IN LAST FISCAL YEAR

INDIVIDUAL GRANTS POTENTIAL REALIZABLE
------------------------------------------------------ VALUE AT
PERCENT OF ASSUMED ANNUAL
NUMBER OF TOTAL RATES OF STOCK
SECURITIES OPTIONS/SARS EXERCISE OR PRICE APPRECIATION
UNDERLYING GRANTED TO BASE PRICE FOR OPTION TERM(1)
DATE OF OPTIONS EMPLOYEES IN PER SHARE EXPIRATION ----------------------
EXECUTIVE OFFICER GRANT GRANTED FISCAL YEAR $/SH DATE 5%($) 10%($)
- ----------------- -------- ---------- -------------- ----------- --------------- --------- ----------

John F. Keane................. 12/29/00 100,000(2) 2.80% $ 9.75 12/29/10 $270,000 $ 596,000

Brian T. Keane................ 02/09/00 100,000(3) 2.80% $22.50 2/9/05 $622,000 $1,374,000
12/29/00 200,000(2) 5.59% $ 9.75 12/29/10 $540,000 $1,192,000

John J. Leahy................. 01/20/00 30,000(3) 0.84% $27.31 1/20/05 $226,500 $ 500,400
12/29/00 60,000(2) 1.68% $ 9.75 12/29/10 $162,000 $ 357,600

Robert Atwell................. 01/20/00 30,000(3) 0.84% $27.31 1/20/05 $226,500 $ 500,400
12/29/00 60,000(2) 1.68% $ 9.75 12/29/10 $162,000 $ 357,600

Raymond W. Paris.............. 01/20/00 15,000(3) 0.42% $27.31 1/20/05 $113,250 $ 250,200
12/29/00 30,000(2) 0.84% $ 9.75 12/29/10 $ 81,000 $ 178,800

John F. Keane, Jr.(4)......... 12/29/00 10,000(2) 0.28% $ 9.75 12/29/10 $ 27,000 $ 59,600

John Flavin(5)................ 01/20/00 30,000(3) 0.84% $27.31 1/20/05 $226,500 $ 500,400

- ------------------------------

(1) Amounts represent hypothetical gains that could be achieved for the options
if exercised at the end of the option terms. These gains are based on
assumed rates of stock appreciation of 5% and 10% compounded annually from
the date the respective options were granted. Actual gains, if any, on stock
option exercises will depend on the future performance of the Common Stock
and the date on which the options are exercised.

(2) Options become exercisable in a single installment on the fifth anniversary
of the date of grant, provided that the vesting of such options immediately
accelerates with respect to 34% of the shares covered thereby upon the
Company's achieving earnings per share of $1.00, with respect to an
additional 33% of the shares covered thereby upon the Company's achieving
earnings per share of $1.50 and with respect to the remaining 33% of the
shares covered thereby upon the Company's achieving earnings per share of
$2.00.

(3) Options become exercisable in four equal annual installments commencing on
the first anniversary of the date of grant.

(4) Mr. John Keane, Jr. resigned from his positions as Executive Vice President
and a member of the Office of the President of the Company in July 2000.

(5) Mr. Flavin resigned from his position as Senior Vice President of the
Company in October 2000.

OPTION EXERCISES DURING 2000 AND YEAR END OPTION VALUES

The following table sets forth the aggregate dollar value of all options
exercised and the total number of unexercised options held, on December 31,
2000, by each of the named executive officers:

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES

NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS/ IN-THE-MONEY
NUMBER OF SARS AT OPTIONS/SARS AT FISCAL YEAR
SHARES FISCAL YEAR END END($)
ACQUIRED -------------------- ---------------------------
ON VALUE EXERCISABLE/ EXERCISABLE/
EXECUTIVE OFFICER EXERCISE REALIZED($)(1) UNEXERCISEABLE UNEXERCISEABLE(2)
- ----------------- --------- -------------- -------------------- ---------------------------

John F. Keane.............. -- -- 20,000/160,000 0/0

Brian T. Keane............. 20,000 442,400 74,168/415,832 75,000/0

John J. Leahy.............. -- -- 11,250/125,938 0/0

Robert Atwell.............. 12,333 179,649 6,250/115,213 0/0

Raymond W. Paris........... 36,000 839,160 30,709/61,731 75,000/0

John F. Keane, Jr.(3)...... -- -- 59,282/125,832 24,990/0

John Flavin(4)............. -- -- 0/0 0/0

- ------------------------

(1) Value is calculated based on the difference between the option exercise
price and the closing market price of the Company's Common Stock on the
American Stock Exchange on the date of exercise, multiplied by the number of
shares to which the exercise relates.

(2) The closing price for the Company's Common Stock on the American Stock
Exchange on December 29, 2000 (the last day of trading in 2000) was $9.75.
Value is calculated on the basis of the difference between the option
exercise price and $9.75, multiplied by the number of shares of Common Stock
underlying the option.

(3) Mr. John Keane, Jr. resigned from his positions as Executive Vice President
and a member of the Office of the President of the Company in July 2000.

(4) Mr. Flavin resigned from his position as Senior Vice President of the
Company in October 2000.

EXECUTIVE EMPLOYMENT AGREEMENT

The Company is a party to an agreement with John J. Leahy relating to Mr.
Leahy's employment as the Company's Senior Vice President and Chief Financial
Officer. Pursuant to the agreement, Mr. Leahy is entitled to an annual salary of
$300,000. The agreement also provides for the participation of Mr. Leahy in the
Company's Senior Management Bonus Plan, at a level of up to 35% of Mr. Leahy's
salary based upon achievement of established annual criteria, and a one-time
grant to Mr. Leahy of options to purchase 45,000 shares of the Company's Common
Stock under the 1998 Stock Incentive Plan.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

The Company is not aware of any executive officer, director or principal
stockholder who failed to comply with filing requirements under Section 16 of
the Securities Exchange Act of 1934 (the "Exchange Act") during the year ended
December 31, 2000.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee is comprised of Messrs. Harkins, Hindle and
Shafto and Dr. Rockart. No executive officer of the Company has served as a
director or member of the compensation committee (or other committee serving an
equivalent function) of any other entity, one of whose executive officers served
as a director or member of the Compensation Committee of the Company.

REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS ON EXECUTIVE
COMPENSATION

The Company's compensation policy for executive officers has been to offer
competitive compensation based on the individual's performance as well as the
overall performance of the Company. The Company's compensation program is
intended to attract and retain executives whose abilities are critical to the
long-term success and competitiveness of the Company.

The compensation of the Company's senior executives (other than the Chief
Executive Officer) is reviewed and approved annually by the Compensation
Committee based upon the recommendations of the Chief Executive Officer and the
evaluation of the members of the Compensation Committee. Each of the named
executives regularly makes presentations to the Board of Directors. As a result,
the members of the Compensation Committee are personally familiar with the
performance of each senior executive.

The key components of executive compensation are salary, which is based on
factors such as the individual's performance and level of responsibility in
comparison to similar positions in comparable companies in the industry, and
stock option awards. In December 2000, the Company initiated a new "Time
Accelerated Restricted Stock Award Plan" ("TARSAP") under its 1998 Stock
Incentive Plan. The vesting of options granted under the TARSAP accelerates upon
the Company's obtaining certain profitability criteria. Otherwise, such options
vest on the fifth anniversary of the date of grant. The Company began awarding
options under the TARSAP to executives in order to better align the interest of
such individuals with the interest of stockholders in the Company's long-term
success. The Compensation Committee believes that TARSAP grants will continue to
be a key component of executive compensation in the future.

The compensation of the Company's Chief Executive Officer is determined
annually by the Compensation Committee. The Chief Executive Officer's salary in
2000 was based on a variety of factors including those described above and a
comparison of the compensation of the chief executive officers of comparable
companies in the industry. The Chief Executive Officer did not participate in
any decisions regarding his own compensation. The Compensation Committee
believes that, although the base salary of the Chief Executive Officer is not
directly related to financial performance, his base salary may be more modest
than that paid to comparable industry executives.

The Compensation Committee expects that compensation levels will continue to
depend primarily on each individual's personal performance as well as on the
overall performance of the Company.

Section 162(m) of the Internal Revenue Code of 1986, as amended, enacted in
1993, generally disallows a tax deduction to public companies for compensation
over $1 million paid to the corporation's Chief Executive Officer and four other
most highly compensated executive officers. Qualifying performance-based
compensation will not be subject to the deduction limit if certain requirements
are met. The Compensation Committee's present intention is to structure its
stock option grants and certain other equity-based awards in a manner that
complies with Section 162(m) of the Code unless the Compensation Committee
believes that such compliance would not be in the best interests of the Company
or its stockholders. Nevertheless, the Compensation Committee reserves the right
to use its judgment to authorize compensation payments which may be in excess of
the Section 162(m) limitation when the Committee believes such payments are
appropriate after taking into consideration business conditions or the officer's
performance and are in the best interests of stockholders.

The Compensation Committee

Philip J. Harkins
Winston R. Hindle, Jr.
John F. Rockart
Robert A. Shafto

STOCK PERFORMANCE CHART

The following graph compares the yearly percentage change in the cumulative
total stockholder return on the Company's Common Stock during the five years
ended December 31, 2000 with the cumulative total return on (i) the Standard &
Poor's 500 Composite Index (the "S&P Composite") and (ii) a peer group index
selected by the Company which includes the following five publicly traded
companies within the Company's industry: American Management Systems, Inc.,
Computer Sciences Corp., Electronic Data Systems Corporation, Sapient
Corporation and Cambridge Technology Partners (Massachusetts), Inc. (the "Peer
Group"). The comparison assumes $100 was invested on December 31, 1995 in the
Company's Common Stock and in each of the foregoing indices and assumes
reinvestment of dividends.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

12/95 12/96 12/97 12/98 12/99 12/00

KEANE,
INC. 100.00 287.01 734.46 722.03 580.79 176.27
S & P 500 100.00 122.96 163.98 210.84 255.22 231.98
PEER GROUP 100.00 92.44 95.95 118.34 176.35 120.74

CERTAIN RELATED PARTY TRANSACTIONS

In February 1985, the Company entered into a lease, which subsequently was
extended to a term of 20 years, with City Square Limited Partnership, pursuant
to which the Company leased approximately 34,000 square feet of office and
development space in a building located in Boston, Massachusetts. The Company
now leases approximately 88% of this building and the remaining 12% is occupied
by other tenants. John F. Keane, Chairman of the Board of the Company, and
Philip J. Harkins, a director of the Company, are limited partners of City
Square. Based upon its knowledge of rental payments for comparable facilities in
the Boston area, the Company believes that the rental payments under this lease,
which will be approximately $850,000 per year ($25.00 per square foot) for the
remainder of the lease term (until February 2006), plus specified percentages of
any annual increases in real estate taxes and operating expenses, were, at the
time the Company entered into the lease, as favorable to the Company as those
which could have been obtained from an independent third party.

APPROVAL OF 2001 STOCK INCENTIVE PLAN

On February 15, 2001, the Board of Directors adopted resolutions, subject to
stockholder approval, to adopt the Company's 2001 Stock Incentive Plan (the
"2001 Plan"). Up to 7,000,000 shares of Common Stock (subject to adjustment in
the event of stock splits and other similar events) may be issued pursuant to
awards granted under the 2001 Plan.

The Board adopted the 2001 Stock Plan because the number of shares currently
available under the Company's 1998 Stock Incentive Plan (the "1998 Plan") is
insufficient to satisfy the Company's anticipated incentive compensation needs
for current and future employees. The Board of Directors believes that grants of
stock options under the 1998 Plan have been an important element in attracting
and retaining key employees who are expected to contribute to the Company's
growth and success. The 2001 Plan is intended to provide for the continuation of
the Company's stock incentive program. In addition, the Company intends to
continue its "Time Accelerated Restricted Stock Award Plan" under the 2001 Plan,
subject to stockholder approval, whereby the vesting of options granted pursuant
to the TARSAP and otherwise exercisable upon the fifth anniversary of the grant
date will accelerate upon the Company's attainment of certain performance
targets. In 2000, approximately 53% of the shares subject to options granted to
employees of the Company were subject to TARSAP options. The Company believes
that the grant of TARSAP options better aligns the interests of these
individuals with those of the Company's stockholders in the future growth and
success of the Company.

As of March 30, 2001, 2,142,572 shares were available for future awards
under the 1998 Plan. If the 2001 Plan is approved, the Company will have
additional authorized shares of Common Stock available for future grants,
including grants in connection with any acquisitions by the Company. The Company
will continue to grant options for the balance of the shares available under the
1998 Plan.

THE BOARD OF DIRECTORS BELIEVES THAT THE APPROVAL AND ADOPTION OF THE 2001
PLAN IS IN THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS
A VOTE FOR THIS PROPOSAL.

SUMMARY OF THE 2001 PLAN

The following is a brief summary of the 2001 Plan. The following summary is
qualified in its entirety by reference to the 2001 Plan, a copy of which is
attached as Exhibit A to the electronic copy of this Proxy Statement filed with
the SEC and may be accessed from the SEC's home page (www.sec.gov). In addition,
a copy of the 2001 Plan may be obtained from the Clerk of the Company.

DESCRIPTION OF AWARDS

The 2001 Plan provides for the grant of incentive stock options intended to
qualify under Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), non-statutory stock options, restricted stock awards and other
stock-based awards, including the grant of shares based upon certain conditions,
the grant of securities convertible into Common Stock and the grant of stock
appreciation rights (collectively "Awards"). Generally, Awards under the 2001
Plan are not assignable or transferable except by will or the laws of descent
and distribution, except as otherwise determined by the Board of Directors.

INCENTIVE STOCK OPTIONS AND NON-STATUTORY STOCK OPTIONS. Optionees receive
the right to purchase a specified number of shares of Common Stock at a
specified option price and subject to such other terms and conditions as are
specified in connection with the option grant. Subject to the limitations
described below, options may be granted at an exercise price which may be less
than, equal to or greater than the fair market value of the Common Stock on the
date of grant. Under present law, however, incentive stock options and options
intended to qualify as performance-based compensation under Section 162(m) of
the Code may not be granted at an exercise price less than the fair market value
of the Common Stock on the date of grant (or less than 110% of the fair market
value in the case of incentive stock options granted to optionees holding more
than 10% of the total combined voting power of all classes of stock of the
Company, its parent or subsidiaries). Options may not be granted for a term in
excess of ten years (five years in the case of incentive stock options granted
to optionees holding more than 10% of the voting power of all classes of stock
of the Company, its parent or subsidiaries). The 2001 Plan permits the
administrator to determine the manner of payment of the exercise price of
options, including through payment by cash, check or in connection with a
"cashless exercise" through a broker, by surrender to the Company of shares of
Common Stock, by delivery to the Company of a promissory note, or by any other
lawful means.

RESTRICTED STOCK AWARDS. Restricted Stock Awards entitle recipients to
acquire shares of Common Stock, subject to the right of the Company to
repurchase all or part of such shares from the recipient in the event that the
conditions specified in the applicable Award are not satisfied prior to the end
of the applicable restriction period established for such Award.

OTHER STOCK-BASED AWARDS. Under the 2001 Plan, the Board of Directors has
the right to grant other Awards based upon the Common Stock having such terms
and conditions as the Board may determine, including the grant of shares based
upon certain conditions, the grant of securities convertible into Common Stock
and the grant of stock appreciation rights.

ELIGIBILITY TO RECEIVE AWARDS

Officers, employees, directors, consultants and advisors of the Company and
its subsidiaries are eligible to be granted Awards under the 2001 Plan. Under
present law, however, incentive stock options may only be granted to employees
of the Company, any parent or any subsidiary. The maximum number of shares with
respect to which Awards may be granted to any participant under the 2001 Plan
may not exceed 350,000 shares per calendar year.

As of March 30, 2001, under the terms of the 2001 Plan, approximately 6,500
persons would have been eligible to receive Awards under the 2001 Plan,
including the Company's six executive officers and five non-employee directors.
Under the Company's current compensation guidelines, Awards of options are only
granted to members of management and other key employees. The granting of Awards
under the 2001 Plan is discretionary, and the Company cannot now determine the
number or type of Awards to be granted in the future to any particular person or
group.

On March 30, 2001, the last reported sale price of the Company Common Stock
on the American Stock Exchange was $13.00.

ADMINISTRATION

The 2001 Plan is administered by the Board of Directors. The Board has the
authority to adopt, amend and repeal the administrative rules, guidelines and
practices relating to the 2001 Plan and to interpret the provisions of the 2001
Plan. Pursuant to the terms of the 2001 Plan, the Board of Directors may
delegate authority under the 2001 Plan to one or more committees of the Board,
and subject to certain limitations, to one or more executive officers of the
Company. Subject to any applicable limitations contained in the 2001 Plan, the
Board of Directors, or any committee or executive officer to whom the Board
delegates authority, as the case may be, selects the recipients of Awards and
determines the terms of each Award, including (i) the number of shares of Common
Stock covered by options and the dates upon which such options become
exercisable, (ii) the exercise price of options, (iii) the duration of options,
and (iv) the number of shares of Common Stock subject to any restricted stock or
other stock-based Awards and the terms and conditions of such Awards, including
conditions for repurchase, issue price and repurchase price.

The Board of Directors may, in its sole discretion, include additional
provisions in any Award granted or made under the 2001 Plan, including without
limitation restrictions on transfer, repurchase rights, commitments to pay cash
bonuses, to make, arrange for or guaranty loans or to transfer other property to
Optionees upon exercise of options, or such other provisions as shall be
determined by the Board of Directors, so long as not inconsistent with the 2001
Plan or applicable law. The Board of Directors may also, in its sole discretion,
accelerate or extend the date or dates on which all or any particular option or
options granted under the 2001 Plan may be exercised.

The Board of Directors is required to make appropriate adjustments in
connection with the 2001 Plan and any outstanding Awards to reflect stock
dividends, stock splits and certain other events. In the event of a merger,
liquidation or other Acquisition Event (as defined in the 2001 Plan), the Board
of Directors is authorized to provide for outstanding options or other
stock-based Awards to be assumed or substituted for, to accelerate the Awards to
make them fully exercisable prior to consummation of the Acquisition Event or to
provide for a cash out of the value of any outstanding options. If any Award
expires or is terminated, surrendered, canceled or forfeited, the unused shares
of Common

Stock covered by such Award will again be available for grant under the 2001
Plan subject, however, in the case of incentive stock options to any
restrictions under the Code.

AMENDMENT OR TERMINATION

No Award may be made under the 2001 Plan after February 15, 2011, but Awards
previously granted may extend beyond that date. The Board of Directors may at
any time amend, suspend or terminate the 2001 Plan or any portion thereof at any
time, provided that no amendment shall be made without stockholder approval if
such approval is necessary to comply with any applicable tax or regulatory
requirement.

FEDERAL INCOME TAX CONSEQUENCES

The following is a summary of the United States federal income tax
consequences that generally will arise with respect to Awards granted under the
2001 Plan and with respect to the sale of Common Stock acquired under the 2001
Plan.

INCENTIVE STOCK OPTIONS

In general, a participant will not recognize taxable income upon the grant
or exercise of an incentive stock option. Instead, a participant will recognize
taxable income with respect to an incentive stock option only upon the sale of
Common Stock acquired through the exercise of the option ("ISO Stock"). The
exercise of an incentive stock option, however, may subject the participant to
the alternative minimum tax.

Generally, the tax consequences of selling ISO Stock will vary with the
length of time that the participant has owned the ISO Stock at the time it is
sold. If the participant sells ISO Stock after having owned it for more than two
years from the date the option was granted (the "Grant Date") and one year from
the date the option was exercised (the "Exercise Date"), then the participant
will recognize long-term capital gain in an amount equal to the excess of the
sale price of the ISO Stock over the exercise price.

If the participant sells ISO Stock for more than the exercise price prior to
having owned it for more than two years from the Grant Date and one year from
the Exercise Date (a "Disqualifying Disposition"), then all or a portion of the
gain recognized by the participant will be ordinary compensation income and the
remaining gain, if any, will be a capital gain. This capital gain will be a
long-term capital gain if the participant has held the ISO Stock for more than
one year prior to the date of sale.

If a participant sells ISO Stock for less than the exercise price, then the
participant will recognize capital loss equal to the excess of the exercise
price over the sale price of the ISO Stock. This capital loss will be a long-
term capital loss if the participant has held the ISO Stock for more than one
year prior to the date of sale.

NON-STATUTORY STOCK OPTIONS

As in the case of an incentive stock option, a participant will not
recognize taxable income upon the grant of a non-statutory stock option. Unlike
the case of an incentive stock option, however, a

participant who exercises a non-statutory stock option generally will recognize
ordinary compensation income in an amount equal to the excess of the fair market
value of the Common Stock acquired through the exercise of the option ("NSO
Stock") on the Exercise Date over the exercise price.

With respect to any NSO Stock, a participant will have a tax basis equal to
the exercise price plus any income recognized upon the exercise of the option.
Upon selling NSO Stock, a participant generally will recognize capital gain or
loss in an amount equal to the excess of the sale price of the NSO Stock over
the participant's tax basis in the NSO Stock. This capital gain or loss will be
a long-term gain or loss if the participant has held the NSO Stock for more than
one year prior to the date of the sale.

RESTRICTED STOCK AWARDS

A participant will not recognize taxable income upon the grant of a
restricted stock Award, unless the participant makes an election under Section
83(b) of the Code (a "Section 83(b) Election"). If the participant makes a
Section 83(b) Election within 30 days of the date of the grant, then the
participant will recognize ordinary income, for the year in which the Award is
granted, in an amount equal to the difference between the fair market value of
the Common Stock at the time the Award is granted and the purchase price paid
for the Common Stock. If a Section 83(b) Election is not made, then the
participant will recognize ordinary compensation income, at the time that the
forfeiture provisions or restrictions on transfer lapse, in an amount equal to
the difference between the fair market value of the Common Stock at the time of
such lapse and the original purchase price paid for the Common Stock. The
participant will have a tax basis in the Common Stock acquired equal to the sum
of the price paid and the amount of ordinary compensation income recognized.

Upon the disposition of the Common Stock acquired pursuant to a restricted
stock Award, the participant will recognize a capital gain or loss equal to the
difference between the sale price of the Common Stock and the participant's tax
basis in the Common Stock. The gain or loss will be a long-term gain or loss if
the shares are held for more than one year.

OTHER STOCK-BASED AWARDS

The tax consequences associated with any other stock-based Award granted
under the 2001 Plan will vary depending on the specific terms of such Award.
Among the relevant factors are whether or not the Award has a readily
ascertainable fair market value, whether or not the Award is subject to
forfeiture provisions or restrictions on transfer, the nature of the property to
be received by the participant under the Award and the participant's holding
period and tax basis for the Award or underlying Common Stock.

TAX CONSEQUENCES TO THE COMPANY

The grant of an Award under the 2001 Plan will have no tax consequences to
the Company. Moreover, in general, neither the exercise of an incentive stock
option nor the sale of any Common Stock acquired under the 2001 Plan will have
any tax consequences to the Company. The Company generally will be entitled to a
business-expense deduction, however, with respect to any ordinary compensation
income recognized by a participant under the 2001 Plan, including in connection
with a restricted stock Award or as a result of the exercise of a non-statutory
stock option or a Disqualifying Disposition. Any such deduction will be subject
to the limitations of Section 162(m) of the Code.

APPROVAL OF AMENDMENT TO
1992 EMPLOYEE STOCK PURCHASE PLAN

On February 15, 2001, the Board of Directors adopted resolutions, subject to
stockholder approval, to approve an amendment (the "Purchase Plan Amendment") to
the Company's 1992 Employee Stock Purchase Plan, as amended to date (as so
amended, the "1992 Purchase Plan"), to increase the number of shares available
for issuance under the 1992 Purchase Plan from 2,550,000 to 4,550,000. The Board
of Directors believes that providing employees with an opportunity to acquire a
proprietary interest in the Company through the purchase of Common Stock under
the 1992 Purchase Plan has been, and will continue to be, an important
compensation element in attracting, retaining and motivating employees who are
expected to contribute to the future growth and success of the Company. If the
Purchase Plan Amendment is approved, the Company will have additional authorized
shares of Common Stock available for purchase by employees under the 1992
Purchase Plan.

As of March 30, 2001, 223,140 shares were available for issuance under the
1992 Purchase Plan. During 2000, a total of 384,149 shares of Common Stock were
purchased under the 1992 Purchase Plan at prices ranging from $18.38 to $18.59
per share.

THE BOARD OF DIRECTORS BELIEVES THAT THE APPROVAL OF THE PURCHASE PLAN
AMENDMENT IS IN THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS AND
RECOMMENDS A VOTE FOR THIS PROPOSAL.

SUMMARY OF THE 1992 PURCHASE PLAN

The following is a brief summary of the 1992 Purchase Plan. The following
summary is qualified in its entirety by reference to the 1992 Purchase Plan, a
copy of which (as proposed to be amended) is attached as Exhibit B to the
electronic copy of this Proxy Statement filed with the SEC and may be accessed
from the SEC's home page (www.sec.gov). In addition, a copy of the 1992 Purchase
Plan may be obtained upon request from the Clerk of the Company.

ADMINISTRATION AND ELIGIBILITY

The 1992 Purchase Plan is administered by the Board of Directors. Employees
of the Company who have completed one year of continuous service are eligible to
participate. Employees who are customarily employed for 20 hours or less per
week or who own more than 5% of the voting stock of the Company are not eligible
to participate in the 1992 Purchase Plan.

As of March 30, 2001, a total of 5,480 employees were eligible to
participate in the 1992 Purchase Plan. Because participation in the 1992
Purchase Plan is voluntary, the Company cannot determine the number of shares of
Common Stock to be purchased in the future by any particular person or group.

PURCHASE PRICE AND TERMS

The 1992 Purchase Plan is implemented through a series of six-month offering
periods which begin each January 1 and July 1, or the first business day
thereafter. In order to participate in an offering under the 1992 Purchase Plan,
an employee must complete a payroll deduction authorization form which indicates
the whole percentage from 1% to 10% to be deducted from the employee's salary
and applied to the purchase of Common Stock during the offering period. Under
the 1992 Purchase Plan, the payroll deductions may not exceed 10% of the
employee's compensation for the period during

which the employee elects to participate in the plan or $20,000 per year. During
an offering period, an employee may not alter the percentage of his or her
payroll deduction for such offering, except that, by written notice to the plan
administrator at least one month prior to the last day of an offering period, an
employee may elect to discontinue all future payroll deductions and withdraw all
accumulated payroll deductions in his or her account. The purchase price of the
shares in each offering period is 85% of the closing price per share on the
American Stock Exchange on either the first day or the last day of the offering
period, whichever is lower.

AMENDMENT AND TERMINATION

The Board of Directors has the authority to amend the 1992 Purchase Plan at
any time and from time to time, except that (a) if the approval of any such
amendment by the stockholders of the Company is required by Section 423 of the
Code or by Rule 16b-3 promulgated under the Exchange Act, such amendment shall
not be effected without such approval, and (b) in no event may any amendment be
made which would cause the 1992 Purchase Plan to fail to comply with Section 16
of the Exchange Act or Section 423 of the Code.

FEDERAL INCOME TAX CONSEQUENCES

The following is a summary of the United States federal income tax
consequences that generally will arise with respect to purchases made under the
1992 Purchase Plan and with respect to the sale of Common Stock acquired under
the 1992 Purchase Plan.

TAX CONSEQUENCES TO PARTICIPANTS

In general, a participant will not recognize taxable income upon enrolling
in the 1992 Purchase Plan or upon purchasing shares of Common Stock at the end
of an offering. Instead, if a participant sells Common Stock acquired under the
1992 Purchase Plan at a sale price that exceeds the price at which the
participant purchased the Common Stock, then the participant will recognize
taxable income in an amount equal to the excess of the sale price of the Common
Stock over the price at which the participant purchased the Common Stock. A
portion of that taxable income will be ordinary income, and a portion may be
capital gain.

If a participant sells the Common Stock more than one year after acquiring
it and more than two years after the date on which the offering commenced (the
"Grant Date"), then the participant will be taxed as follows. If the sale price
of the Common Stock is higher than the price at which the participant purchased
the Common Stock, then the participant will recognize ordinary compensation
income in an amount equal to the lesser of:

- 15% of the fair market value of the Common Stock on the Grant Date; or

- the excess of the sale price of the Common Stock over the price at which
the participant purchased the Common Stock.

Any further income will be long-term capital gain. If the sale price of the
Common Stock is less than the price at which the participant purchased the
Common Stock, then the participant will recognize long-term capital loss in an
amount equal to the excess of the price at which the participant purchased the
Common Stock over the sale price of the Common Stock.

If a participant sells the Common Stock within one year after acquiring it
or within two years after the Grant Date (a "Disqualifying Disposition"), then
the participant will recognize ordinary compensation income in an amount equal
to the excess of the fair market value of the Common Stock on the date that it
was purchased over the price at which the participant purchased the Common
Stock. The participant will also recognize capital gain in an amount equal to
the excess of the sale price of the Common Stock over the fair market value of
the Common Stock on the date that it was purchased, or capital loss in an amount
equal to the excess of the fair market value of the Common Stock on the date
that it was purchased over the sale price of the Common Stock. This capital gain
or loss will be a long-term capital gain or loss if the participant has held the
Common Stock for more than one year prior to the date of the sale and will be a
short-term capital gain or loss if the participant has held the Common Stock for
a shorter period.

TAX CONSEQUENCES TO THE COMPANY

The offering of Common Stock under the 1992 Purchase Plan will have no tax
consequences to the Company. Moreover, in general, neither the purchase nor the
sale of Common Stock acquired under the 1992 Purchase Plan will have any tax
consequences to the Company except that the Company will be entitled to a
business-expense deduction with respect to any ordinary compensation income
recognized by a participant upon making a Disqualifying Disposition. Any such
deduction will be subject to the limitations of Section 162(m) of the Code.

SELECTION OF INDEPENDENT ACCOUNTANTS

Subject to ratification by the stockholders, the Board of Directors has
selected the firm of Ernst & Young LLP ("Ernst & Young") as the Company's
independent accountants for the year ending December 31, 2001. Ernst & Young has
served as the Company's independent accountants since April 2, 1999. Although
stockholder approval of the Board of Directors' selection of Ernst & Young is
not required by law, the Board of Directors believes that it is advisable to
give stockholders an opportunity to ratify this selection. If the stockholders
do not approve this proposal at the Annual Meeting, the Board of Directors may
reconsider the selection of Ernst & Young.

Representatives of Ernst & Young are expected to be present at the Annual
Meeting of Stockholders. They will have an opportunity to make a statement if
they desire to do so, and will also be available to respond to appropriate
questions from stockholders.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee of the Company's Board of Directors is composed of four
members and acts under a written charter first adopted and approved in May 2000.
A copy of the Audit Committee Charter is attached to this proxy statement as
Appendix I. The members of the Audit Committee are independent directors, as
defined by its charter and the rules of the American Stock Exchange.

The Audit Committee reviewed the Company's audited financial statements for
the fiscal year ended December 31, 2000 and discussed these financial statements
with the Company's management. Management is responsible for the Company's
internal controls and the financial reporting process. The Company's independent
auditors are responsible for performing an independent audit of the Company's
financial statements in accordance with generally accepted accounting principles
and issue a

report on those financial statements. As appropriate, the Audit Committee
reviews and evaluates, and discusses with the Company's management, internal
accounting, financial and auditing personnel and the independent auditors, the
following:

- the plan for, and the independent auditors' report on, each audit of the
Company's financial statements;

- the Company's financial disclosure documents, including all financial
statements and reports filed with the SEC or sent to shareholders;

- changes in the Company's accounting practices, principles, controls or
methodologies;

- significant developments or changes in accounting rules applicable to the
Company; and

- the adequacy of the Company's internal controls and accounting, financial
and auditing personnel.

Management represented to the Audit Committee that the Company's financial
statements had been prepared in accordance with generally accepted accounting
principles.

The Audit Committee also reviewed and discussed the audited financial
statements and the matters required by Statement on Auditing Standards 61
(Communication with Audit Committees) with Ernst & Young LLP, the Company's
independent auditors. SAS 61 requires the Company's independent auditors to
discuss with the Company's Audit Committee, among other things, the following:

- methods to account for significant unusual transactions;

- the effect of significant accounting policies in controversial or emerging
areas for which there is a lack of authoritative guidance or consensus;

- the process used by management in formulating particularly sensitive
accounting estimates and the basis for the auditors' conclusions regarding
the reasonableness of those estimates; and

- disagreements with management over the application of accounting
principles, the basis for management's accounting estimates and the
disclosures in the financial statements.

The Company's independent auditors also provided the Audit Committee with
the written disclosures and the letter required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees). Independence
Standards Board Standard No. 1 requires auditors annually to disclose in writing
all relationships that in the auditor's professional opinion may reasonably be
thought to bear on independence, confirm their perceived independence and engage
in a discussion of independence. In addition, the Audit Committee discussed with
the independent auditors their independence from the Company. The Audit
Committee also considered whether the independent auditors' provision of certain
other, non-audit related services to the Company is compatible with maintaining
such auditors' independence.

Based on its discussions with management and the independent auditors, and
its review of the representations and information provided by management and the
independent auditors, the Audit Committee recommended to the Company's Board of
Directors that the audited financial statements be included in the Company's
Annual Report on Form 10-K for the year ended December 31, 2000.

The Audit Committee

Philip J. Harkins
Winston R. Hindle, Jr.
John F. Rockart
Robert A. Shafto

INDEPENDENT AUDITORS FEES AND OTHER MATTERS

AUDIT FEES

Ernst & Young billed the Company an aggregate of $299,000 in fees for
professional services rendered in connection with the audit of the Company's
financial statements for the most recent fiscal year and the reviews of the
financial statements included in each of the Company's Quarterly Reports on Form
10-Q during the fiscal year ended December 31, 2000.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

Ernst & Young did not bill the Company for any professional services
rendered to the Company and its affiliates for the fiscal year ended December
31, 2000 in connection with financial information systems design or
implementation, the operation of the Company's information system or the
management of its local area network.

ALL OTHER FEES

Ernst & Young billed the Company an aggregate of $677,000 in fees for other
services rendered to the Company and its affiliates for the fiscal year ended
December 31, 2000.

OTHER MATTERS

The Board of Directors does not know of any other matters which may come
before the meeting. However, if any other matters are properly presented to the
meeting, it is the intention of the persons named in the accompanying proxy to
vote, or otherwise act, in accordance with their judgment on such matters.

All costs of solicitation of proxies will be borne by the Company. In
addition to solicitations by mail, the Company's directors, officers and regular
employees, without additional remuneration, may solicit proxies by telephone,
telegraph and personal interviews. Brokers, custodians and fiduciaries will be
requested to forward proxy soliciting material to the owners of stock held in
their names, and the Company will reimburse them for reasonable out-of-pocket
expenses in connection with the distribution of proxy solicitation material. In
addition, the Company has retained Corporate Investor Communications, Inc.
("CIC") to solicit proxies from banks, brokers, nominees and intermediaries. The
Company expects to pay CIC approximately $10,000 for these services.

DEADLINE FOR SUBMISSION OF STOCKHOLDER PROPOSALS

Proposals of stockholders intended to be presented at the 2002 Annual
Meeting of Stockholders must be received by the Company at its principal office
in Boston, Massachusetts not later than December 14, 2001 for inclusion in the
proxy statement for that meeting.

Stockholders who wish to make a proposal at the 2002 Annual Meeting of
Stockholders other than one that will be included in the Company's proxy
materials should notify the Company no later than February 27, 2002 and no
earlier than February 12, 2002. If a stockholder who wished to present a
proposal fails to notify the Company by this date, the proxies that management
solicits for that meeting will have discretionary authority to vote on the
stockholder's proposal if it is properly brought before that meeting. If a
stockholder makes timely notification, the proxies may still exercise
discretionary authority under circumstances consistent with the Securities and
Exchange Commission's proxy rules.

By order of the Board of Directors,

/s/ Hal J. Leibowitz

Hal J. Leibowitz, CLERK

April 13, 2001

THE BOARD OF DIRECTORS HOPES THAT STOCKHOLDERS WILL ATTEND THE MEETING.
WHETHER OR NOT YOU PLAN TO ATTEND, YOU ARE URGED TO COMPLETE, DATE, SIGN AND
RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE. YOUR PROMPT RESPONSE
WILL GREATLY FACILITATE ARRANGEMENTS FOR THE MEETING, AND WE APPRECIATE YOUR
COOPERATION.

APPENDIX I

KEANE, INC.
AUDIT COMMITTEE CHARTER

I. PURPOSE

The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities related to corporate
accounting, financial reporting practices, quality and integrity of financial
reports as well as legal compliance and business ethics. Key components of
fulfilling this charge include:

- Facilitating and maintaining an open avenue of communication among the
Board of Directors, Audit Committee, Senior Management, and the
independent external auditors.

- Serving as an independent and objective party to monitor the corporation's
financial reporting process and internal control system.

- Reviewing and appraising the efforts of the independent auditors.

II. ORGANIZATION/COMPOSITION

The Audit Committee will be comprised of three or more directors as
determined by the Board, each of whom shall be independent directors as defined
by the NASDAQ/AMEX independent director standards. The members will be free from
any financial, family or other material personal relationship that, in the
opinion of the Board or Audit Committee members, would interfere with the
exercise of his or her independence from management and the corporation. All
members of the committee will have a working familiarity with basic finance and
accounting practices and at least one member will have an accounting or related
financial management expertise.

III. MEETINGS

The Committee will meet at least twice annually. Additional meetings may
occur more frequently as circumstances dictate. Meetings will focus primarily on
audit/financial issues. The Committee will request legal updates from the
General Counsel and /or outside legal resources as they determine the need
exists. Prior to each meeting the agenda will be agreed upon by the Chairman of
the Audit Committee and the Senior Vice President of Finance. The Committee
members will have sole discretion in determining the meeting attendees and
agenda.

IV. RESPONSIBILITIES AND DUTIES

The Audit Committee will:

A. GENERAL

- Adopt a formal written charter that is approved by the full Board of
Directors that specifies scope of responsibility, process, membership,
etc. The charter will be reviewed as necessary, but at least annually.
The charter will be published at least once every three years in
accordance with SEC regulations.

I-1

- Maintain minutes or other records of meetings and activities.

- Report Committee actions to the Board with such recommendations the
Committee may deem appropriate.

- Make itself available to the Chief Financial Officer to discuss matters
that either the Chief Financial Officer or Committee believe should be
discussed privately.

- Conduct or authorize investigations as appropriate into any matters
within the Audit Committee's scope of responsibilities. The Audit
Committee shall be empowered to retain independent counsel,
accountants, or others to assist it in the conduct of any
investigation.

B. EXTERNAL/INDEPENDENT AUDITORS

- Recommend to the Board the selection of the independent auditors,
considering independence and effectiveness, and approve the fees to be
paid to the independent auditors. Annually, the Committee will discuss
with the independent auditors all significant relationships the
auditors have with the corporation to determine the auditors'
independence.

- Approve any replacement of the independent auditors.

- Consult with the independent auditors, without management's presence,
about internal controls and the fullness/accuracy of the financial
statements.

- Meet with the independent auditors and financial management of the
company to review the scope of the proposed external audit. The
external audit scope shall include a requirement that the independent
auditors inform the Audit Committee of any significant changes in the
independent auditors original Audit plan and that the external auditors
conduct an Interim Financial Review prior to the company's filing of
each quarterly report to shareholders (Form 10-Q).

- Review the coordination of internal and external audit procedures to
promote an effective use of resources and ensure a complete but
nonredundant audit.

- Instruct the independent auditors that although they are also
responsible to senior management, the Audit Committee and, ultimately,
the Board of Directors are the primary direct reporting clients of the
auditors.

C. FINANCIAL STATEMENTS/INTERNAL CONTROLS

- Review annual financial statements with management and the independent
auditors to determine that the independent auditors are satisfied with
the disclosure and content of the financial statements, including the
nature and extent of any significant changes in accounting principles,
and approve such financial statements prior to release of the annual
earnings.

- Consider external auditors' judgements regarding the quality and
appropriateness of financial statements.

I-2

- Inform financial management and the independent auditor that they are
expected to provide a timely analysis of significant current financial
reporting issues and practices.

- Inform financial management and the independent auditor that they need
to discuss with the Audit Committee their qualitative judgements about
the appropriateness, not just the acceptability, of accounting
principles and financial disclosure practices used or proposed to be
adopted by the corporation.

D. OTHER AUDIT COMMITTEE RESPONSIBILITIES

- Review and approve the report of the audit committee in the proxy
statement. The report shall include:

- Disclosure of the committee review and discussions with management and
the independent auditors, regarding the corporation's financial
statements and significant judgements about the financial statements.

- A statement that the committee has satisfied its responsibility under
this charter for the prior year.

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EXHIBIT A

KEANE, INC.

2001 STOCK INCENTIVE PLAN

1. PURPOSE

The purpose of this 2001 Stock Incentive Plan (the "Plan") of Keane,
Inc., a Massachusetts corporation (the "Company"), is to advance the
interests of the Company's stockholders by enhancing the Company's ability to
attract, retain and motivate persons who make (or are expected to make)
important contributions to the Company by providing such persons with equity
ownership opportunities and performance-based incentives and thereby better
aligning the interests of such persons with those of the Company's
stockholders. Except where the context otherwise requires, the term "Company"
shall include any of the Company's present or future parent or subsidiary
corporations as defined in Sections 424(e) or (f) of the Internal Revenue
Code of 1986, as amended, and any regulations promulgated thereunder (the
"Code") and any other business venture (including, without limitation, joint
venture or limited liability company) in which the Company has a significant
interest, as determined by the Board of Directors of the Company (the
"Board").

2. ELIGIBILITY

All of the Company's employees, officers, directors, consultants and
advisors are eligible to be granted options or restricted stock awards, or
other stock-based awards (each, an "Award") under the Plan. Each person who
has been granted an Award under the Plan shall be deemed a "Participant".

3. ADMINISTRATION AND DELEGATION

(a) ADMINISTRATION BY BOARD OF DIRECTORS. The Plan will be
administered by the Board. The Board shall have authority to grant Awards and
to adopt, amend and repeal such administrative rules, guidelines and
practices relating to the Plan as it shall deem advisable. The Board may
correct any defect, supply any omission or reconcile any inconsistency in the
Plan or any Award in the manner and to the extent it shall deem expedient to
carry the Plan into effect and it shall be the sole and final judge of such
expediency. All decisions by the Board shall be made in the Board's sole
discretion and shall be final and binding on all persons having or claiming
any interest in the Plan or in any Award. No director or person acting
pursuant to the authority delegated by the Board shall be liable for any
action or determination relating to or under the Plan made in good faith.

(b) DELEGATION TO EXECUTIVE OFFICERS. To the extent permitted by
applicable law, the Board may delegate to one or more executive officers of
the Company the power to make Awards and exercise such other powers under the
Plan as the Board may determine, provided that the Board shall fix the
maximum number of shares subject to Awards and the maximum number of shares
for any one Participant to be made by such executive officers.

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(c) APPOINTMENT OF COMMITTEES. To the extent permitted by applicable
law, the Board may delegate any or all of its powers under the Plan to one or
more committees or subcommittees of the Board (a "Committee"). All references
in the Plan to the "Board" shall mean the Board or a Committee of the Board
to the extent that the Board's powers or authority under the Plan have been
delegated to such Committee.

4. STOCK AVAILABLE FOR AWARDS

(a) NUMBER OF SHARES. Subject to adjustment under Section 8, Awards
may be made under the Plan for up to 7,000,000 shares of common stock, $.10
par value per share, of the Company (the "Common Stock"). If any Award
expires or is terminated, surrendered or canceled without having been fully
exercised or is forfeited in whole or in part (including as the result of
shares of Common Stock subject to such Award being repurchased by the Company
at the original issuance price pursuant to a contractual repurchase right) or
results in any Common Stock not being issued, the unused Common Stock covered
by such Award shall again be available for the grant of Awards under the
Plan, subject, however, in the case of Incentive Stock Options (as
hereinafter defined), to any limitations under the Code. Shares issued under
the Plan may consist in whole or in part of authorized but unissued shares or
treasury shares.

(b) PER-PARTICIPANT LIMIT. Subject to adjustment under Section 8,
the maximum number of shares of Common Stock with respect to which Awards may
be granted to any Participant under the Plan shall be 350,000 per calendar
year. The per-Participant limit described in this Section 4(b) shall be
construed and applied consistently with Section 162(m) of the Code ("Section
162(m)").

5. STOCK OPTIONS

(a) GENERAL. The Board may grant options to purchase Common Stock
(each, an "Option") and determine the number of shares of Common Stock to be
covered by each Option, the exercise price of each Option and the conditions
and limitations applicable to the exercise of each Option, including
conditions relating to applicable federal or state securities laws, as it
considers necessary or advisable. An Option which is not intended to be an
Incentive Stock Option (as hereinafter defined) shall be designated a
"Nonstatutory Stock Option".

(b) INCENTIVE STOCK OPTIONS. An Option that the Board intends to be
an "incentive stock option" as defined in Section 422 of the Code (an
"Incentive Stock Option") shall only be granted to employees of Keane, Inc.
or any of its present or future parent or subsidiary corporations and shall
be subject to and shall be construed consistently with the requirements of
Section 422 of the Code. The Company shall have no liability to a
Participant, or any other party, if an Option (or any part thereof) which is
intended to be an Incentive Stock Option is not an Incentive Stock Option.

(c) EXERCISE PRICE. The Board shall establish the exercise price at
the time each Option is granted and specify it in the applicable option
agreement.

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(d) DURATION OF OPTIONS. Each Option shall be exercisable at such
times and subject to such terms and conditions as the Board may specify in
the applicable option agreement; provided, however, that no Option will be
granted for a term in excess of ten years.

(e) EXERCISE OF OPTION. Options may be exercised by delivery to the
Company of a written notice of exercise signed by the proper person or by any
other form of notice (including electronic notice) approved by the Board
together with payment in full as specified in Section 5(f) for the number of
shares for which the Option is exercised.

(f) PAYMENT UPON EXERCISE. Common Stock purchased upon the exercise
of an Option granted under the Plan shall be paid for as follows:

(1) in cash or by check, payable to the order of the
Company;

(2) except as the Board may, in its sole discretion,
otherwise provide in an option agreement, by (i) delivery of an irrevocable
and unconditional undertaking by a creditworthy broker to deliver promptly to
the Company sufficient funds to pay the exercise price and any required tax
withholding or (ii) delivery by the Participant to the Company of a copy of
irrevocable and unconditional instructions to a creditworthy broker to
deliver promptly to the Company cash or a check sufficient to pay the
exercise price and any required tax withholding;

(3) to the extent permitted by the Board and expressly
provided in an option agreement, when the Common Stock is registered under
the Securities Exchange Act of 1934 (the "Exchange Act"), by delivery of
shares of Common Stock owned by the Participant valued at their fair market
value as determined by (or in a manner approved by) the Board in good faith
("Fair Market Value"), provided (i) such method of payment is then permitted
under applicable law and (ii) such Common Stock, if acquired directly from
the Company, was owned by the Participant at least six months prior to such
delivery;

(4) to the extent permitted by the Board, in its sole
discretion, and expressly provided in an option agreement, by (i) delivery of
a promissory note of the Participant to the Company on terms determined by
the Board or (ii) payment of such other lawful consideration as the Board may
determine; or

(5) by any combination of the above permitted forms of
payment.

6. RESTRICTED STOCK.

(a) GRANTS. The Board may grant Awards entitling recipients to
acquire shares of Common Stock, subject to the right of the Company to
repurchase all or part of such shares at their issue price or other stated or
formula price (or to require forfeiture of such shares if issued at no cost)
from the recipient in the event that conditions specified by the Board in the
applicable Award are not satisfied prior to the end of the applicable
restriction period or periods established by the Board for such Award (each,
a "Restricted Stock Award").

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(b) TERMS AND CONDITIONS. The Board shall determine the terms and
conditions of any such Restricted Stock Award, including the conditions for
repurchase (or forfeiture) and the issue price, if any.

(c) STOCK CERTIFICATES. Any stock certificates issued in respect of
a Restricted Stock Award shall be registered in the name of the Participant
and, unless otherwise determined by the Board, deposited by the Participant,
together with a stock power endorsed in blank, with the Company (or its
designee). At the expiration of the applicable restriction periods, the
Company (or such designee) shall deliver the certificates no longer subject
to such restrictions to the Participant or if the Participant has died, to
the beneficiary designated, in a manner determined by the Board, by a
Participant to receive amounts due or exercise rights of the Participant in
the event of the Participant's death (the "Designated Beneficiary"). In the
absence of an effective designation by a Participant, Designated Beneficiary
shall mean the Participant's estate.

7. OTHER STOCK BASED AWARDS. The Board shall have the right to grant
other Awards based upon the Common Stock having such terms and conditions as
the Board may determine, including the grant of shares based upon certain
conditions, the grant of securities convertible into Common Stock and the
grant of stock appreciation rights.

8. ADJUSTMENTS FOR CHANGES IN COMMON STOCK AND CERTAIN OTHER EVENTS

(a) CHANGES IN CAPITALIZATION. In the event of any stock split,
reverse stock split, stock dividend, recapitalization, combination of shares,
reclassification of shares, spin-off or other similar change in
capitalization or event, or any distribution to holders of Common Stock other
than a normal cash dividend, (i) the number and class of securities available
under this Plan, (ii) the per-Participant limit set forth in Section 4(b),
(iii) the number and class of securities and exercise price per share subject
to each outstanding Option, (iv) the repurchase price per share subject to
each outstanding Restricted Stock Award, and (v) the terms of each other
outstanding Award shall be appropriately adjusted by the Company (or
substituted Awards may be made, if applicable) to the extent the Board shall
determine, in good faith, that such an adjustment (or substitution) is
necessary and appropriate. If this Section 8(a) applies and Section 8(c) also
applies to any event, Section 8(c) shall be applicable to such event, and
this Section 8(a) shall not be applicable.

(b) LIQUIDATION OR DISSOLUTION. In the event of a proposed
liquidation or dissolution of the Company, the Board shall upon written
notice to the Participants provide that all then unexercised Options will (i)
become exercisable in full as of a specified time at least 10 business days
prior to the effective date of such liquidation or dissolution and (ii)
terminate effective upon such liquidation or dissolution, except to the
extent exercised before such effective date. The Board may specify the effect
of a liquidation or dissolution on any Restricted Stock Award or other Award
granted under the Plan at the time of the grant of such Award.

(1) DEFINITION. An "Acquisition Event" shall mean: (a) any
merger or consolidation of the Company with or into another entity as a
result of which the Common Stock

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is converted into or exchanged for the right to receive cash, securities or
other property or (b) any exchange of shares of the Company for cash,
securities or other property pursuant to a statutory share exchange
transaction.

(2) CONSEQUENCES OF AN ACQUISITION EVENT ON OPTIONS. Upon the
occurrence of an Acquisition Event, or the execution by the Company of any
agreement with respect to an Acquisition Event, the Board may take any one or
more of the following actions:

(a) provide that outstanding Options shall be
assumed, or equivalent options shall be
substituted, by the acquiring or succeeding
corporation (or an affiliate thereof),
provided that any options substituted for
Incentive Stock Options shall satisfy, in
the determination of the Board, the
requirements of Section 424(a) of the Code;

(b) upon written notice to the Participants,
provide that all then unexercised Options
will become exercisable in full as of a
specified time (the "Acceleration Time")
prior to the Acquisition Event and will
terminate immediately prior to the
consummation of such Acquisition Event,
except to the extent exercised by the
Participants before the consummation of such
Acquisition Event;

(c) in the event of an Acquisition Event under
the terms of which holders of Common Stock
will receive upon consummation thereof a
cash payment for each share of Common Stock
surrendered pursuant to such Acquisition
Event (the "Acquisition Price"), provide
that all outstanding Options shall terminate
upon consummation of such Acquisition Event
and each Participant shall receive, in
exchange therefor, a cash payment equal to
the amount (if any) by which (A) the
Acquisition Price multiplied by the number
of shares of Common Stock subject to such
outstanding Options (to the extent then
exercisable), exceeds (B) the aggregate
exercise price of such Options; and

(d) provide that all or any outstanding Options
shall become exercisable in full immediately
prior to such event.

(3) CONSEQUENCES OF AN ACQUISITION EVENT ON RESTRICTED STOCK
AWARDS. Upon the occurrence of an Acquisition Event, the repurchase and other
rights of the Company under each outstanding Restricted Stock Award shall inure
to the benefit of the Company's successor and shall apply to the cash,
securities or other property which the Common Stock was converted into or
exchanged for pursuant to such Acquisition Event in the same manner and to the
same extent as they applied to the Common Stock subject to such Restricted Stock
Award.

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(4) Consequences of an Acquisition Event on Other Awards.
The Board shall specify the effect of an Acquisition Event on any other Award
granted under the Plan at the time of the grant of such Award.

9. GENERAL PROVISIONS APPLICABLE TO AWARDS

(a) TRANSFERABILITY OF AWARDS. Except as the Board may otherwise
determine or provide in an Award, Awards shall not be sold, assigned,
transferred, pledged or otherwise encumbered by the person to whom they are
granted, either voluntarily or by operation of law, except by will or the
laws of descent and distribution, and, during the life of the Participant,
shall be exercisable only by the Participant. References to a Participant, to
the extent relevant in the context, shall include references to authorized
transferees.

(b) DOCUMENTATION. Each Award shall be evidenced in such form
(written, electronic or otherwise) as the Board shall determine. Each Award
may contain terms and conditions in addition to those set forth in the Plan.

(c) BOARD DISCRETION. Except as otherwise provided by the Plan, each
Award may be made alone or in addition or in relation to any other Award. The
terms of each Award need not be identical, and the Board need not treat
Participants uniformly.

(d) TERMINATION OF STATUS. The Board shall determine the effect on
an Award of the disability, death, retirement, authorized leave of absence or
other change in the employment or other status of a Participant and the
extent to which, and the period during which, the Participant, the
Participant's legal representative, conservator, guardian or Designated
Beneficiary may exercise rights under the Award.

(e) WITHHOLDING. Each Participant shall pay to the Company, or make
provision satisfactory to the Board for payment of, any taxes required by law
to be withheld in connection with Awards to such Participant no later than
the date of the event creating the tax liability. Except as the Board may
otherwise provide in an Award, when the Common Stock is registered under the
Exchange Act, Participants may satisfy such tax obligations in whole or in
part by delivery of shares of Common Stock, including shares retained from
the Award creating the tax obligation, valued at their Fair Market Value;
provided, however, that the total tax withholding where stock is being used
to satisfy such tax obligations cannot exceed the Company's minimum statutory
withholding obligations (based on minimum statutory withholding rates for
federal and state tax purposes, including payroll taxes, that are applicable
to such supplemental taxable income). The Company may, to the extent
permitted by law, deduct any such tax obligations from any payment of any
kind otherwise due to a Participant.

(f) AMENDMENT OF AWARD. The Board may amend, modify or terminate any
outstanding Award, including but not limited to, substituting therefor
another Award of the same or a different type, changing the date of exercise
or realization, and converting an Incentive Stock Option to a Nonstatutory
Stock Option, provided that the Participant's consent to such action shall be
required unless the Board determines that the action, taking into account any
related action, would not materially and adversely affect the Participant.

-6-

Without intending to limit the generality of the preceding sentence,
the Board may, without amending the Plan, modify Awards granted to
Participants who are foreign nationals or employed outside the United States
to recognize differences in laws, rules, regulations or customs of such
foreign jurisdiction with respect to tax, securities, currency, employee
benefits or other matters.

(g) CONDITIONS ON DELIVERY OF STOCK. The Company will not be
obligated to deliver any shares of Common Stock pursuant to the Plan or to
remove restrictions from shares previously delivered under the Plan until (i)
all conditions of the Award have been met or removed to the satisfaction of
the Company, (ii) in the opinion of the Company's counsel, all other legal
matters in connection with the issuance and delivery of such shares have been
satisfied, including any applicable securities laws and any applicable stock
exchange or stock market rules and regulations, and (iii) the Participant has
executed and delivered to the Company such representations or agreements as
the Company may consider appropriate to satisfy the requirements of any
applicable laws, rules or regulations.

(h) ACCELERATION. The Board may at any time provide that any Options
shall become exercisable in full or in part, that any Restricted Stock Awards
shall be free of all restrictions or that any other stock based Awards may
become exercisable in full or it part or be free of some or all restrictions
or conditions, or otherwise realizable in full or in part, as the case may be.

10. MISCELLANEOUS

(a) NO RIGHT TO EMPLOYMENT OR OTHER STATUS. No person shall have any
claim or right to be granted an Award, and the grant of an Award shall not be
construed as giving a Participant the right to continued employment or any
other relationship with the Company. The Company expressly reserves the right
at any time to dismiss or otherwise terminate its relationship with a
Participant free from any liability or claim under the Plan, except as
expressly provided in the applicable Award.

(b) NO RIGHTS AS STOCKHOLDER. Subject to the provisions of the
applicable Award, no Participant or Designated Beneficiary shall have any
rights as a stockholder with respect to any shares of Common Stock to be
distributed with respect to an Award until becoming the record holder of such
shares. Notwithstanding the foregoing, in the event the Company effects a
split of the Common Stock by means of a stock dividend and the exercise price
of and the number of shares subject to such Option are adjusted as of the
date of the distribution of the dividend (rather than as of the record date
for such dividend), then an optionee who exercises an Option between the
close of business on the record date for such stock dividend and the close of
business on the record date and the distribution date for such stock dividend
shall be entitled to receive, on the distribution date, the stock dividend
with respect to the shares of Common Stock acquired upon such Option
exercise, notwithstanding the fact that such shares were not outstanding as
of the close of business on the record date for such stock dividend.

(c) EFFECTIVE DATE AND TERM OF PLAN. The Plan shall become effective
on the date on which it is adopted by the Board, but no Award granted to a
Participant that is intended to comply with Section 162(m) shall become
exercisable, vested or realizable, as applicable to such

-7-

Award, unless and until the Plan has been approved by the Company's
stockholders to the extent stockholder approval is required by Section 162(m)
in the manner required under Section 162(m) (including the vote required
under Section 162(m)). No Awards shall be granted under the Plan after the
completion of ten years from the earlier of (i) the date on which the Plan
was adopted by the Board or (ii) the date the Plan was approved by the
Company's stockholders, but Awards previously granted may extend beyond that
date.

(d) AMENDMENT OF PLAN. The Board may amend, suspend or terminate the
Plan or any portion thereof at any time, provided that to the extent required
by Section 162(m), no Award granted to a Participant that is intended to
comply with Section 162(m) after the date of such amendment shall become
exercisable, realizable or vested, as applicable to such Award, unless and
until such amendment shall have been approved by the Company's stockholders
if required by Section 162(m) (including the vote required under Section
162(m)).

(e) GOVERNING LAW. The provisions of the Plan and all Awards made
hereunder shall be governed by and interpreted in accordance with the laws of
the Commonwealth of Massachusetts, without regard to any applicable conflicts
of law.

Adopted by the Board of Directors on
February 15, 2001

-8-

EXHIBIT B
KEANE, INC.

AMENDED AND RESTATED
1992 EMPLOYEE STOCK PURCHASE PLAN

Adopted by the Board of Directors on May 27, 1998

Effective July 1, 1998

1. PURPOSE.

The Keane, Inc. 1992 Employee Stock Purchase Plan (the "Plan"), as
hereby amended and restated effective July 1, 1998, is intended to provide
eligible employees of Keane, Inc. (the "Company") and designated subsidiaries an
opportunity to acquire a proprietary interest in the Company through the
purchase of shares of common stock of the Company, Ten Cents ($0.10) par value
(the "Common Stock" or "Stock"). The Company intends that the Plan qualify as an
"employee stock purchase plan" under Section 423 of the Internal Revenue Code of
1986, as (the "Code"), and the provisions of the Plan shall be construed so as
to extend and limit participation in a manner consistent with the requirements
thereof.

2. DEFINITIONS.

For purposes hereof, in addition to those terms defined elsewhere
herein, the following terms shall have the meanings indicated unless the context
or applicable law shall otherwise require.

(a) "BENEFICIARY" means one or more individuals designated as such
pursuant to Section 13 hereof.

(b) "COMPENSATION" means regular straight-time earnings, sales
commissions and recruiter bonuses all prior to deduction of taxes and other
withholding charges and employee contributions to employee benefit plans, but
excludes employer contributions to or benefits payable under such plans.

(c) "EMPLOYEE" means any person who is customarily employed for more
than twenty (20) hours per week by the Company or any Subsidiary.

(d) "MONTH OF SERVICE" means a calendar month in which an Employee has
completed an hour of service.

(e) "OFFERING COMMENCEMENT DATE" with respect to an Offering under the
Plan means the first day of the applicable semi-annual period for such Offering
pursuant to Section 4 hereof.

(f) "OFFERING TERMINATION DATE" with respect to an Offering under the
Plan means the last day of the applicable semi-annual period for such Offering
pursuant to Section 4 hereof.

(g) "PARTICIPANT" means an Employee who is participating in this Plan
in accordance with the provisions hereof.

(h) "PLAN ADMINISTRATOR" means the Treasurer of the Company.

(i) "SUBSIDIARY" means any corporation which (i) is a "subsidiary
corporation" of the Company, as that term is defined in Section 424 of the Code,
and (ii) is designated as such for purposes hereof by the Board of Directors of
the Company (the "Board").

3. ELIGIBILITY.

(a) Any Employee who shall have completed twelve (12) Months of Service
with the Company or a Subsidiary, based upon the Employee's adjusted date of
hire as computed by the Company or Subsidiary in accordance with its usual
policies and procedures, and shall be employed by the Company or a Subsidiary on
the last day of such twelve (12) month period and upon the first Offering
Commencement Date thereafter, shall be eligible to participate in the Plan.

(b) Any provision of the Plan to the contrary notwithstanding, no
Employee may participate, or continue to participate, in the Plan:

(i) if, immediately after the grant of any option to purchase
Common Stock hereunder, such Employee would own and/or hold outstanding
options to purchase stock possessing five percent (5%) or more of the
total combined voting power or value of all classes of stock of the
Company or of any parent or subsidiary thereof, applying, for purposes
hereof, the stock ownership attribution rules of Section 424(d) of the
Code; or

(ii) if any option to purchase Common Stock hereunder would permit
such Employee's rights to purchase stock under all employee stock
purchase plans of the Company and its parent and subsidiary
corporations to accrue at a rate which exceeds Twenty-Five Thousand
Dollars ($25,000) of the fair market value of the Common Stock
determined at the time such option is granted) for each calendar year
in which such Option is outstanding at any time.

4. OFFERINGS.

The Plan will be implemented by consecutive semi-annual offerings
(referred to herein collectively as "Offerings" and individually as an
"Offering") commencing on July 1, 1998, and continuing until the earlier of (i)
the date on which a total of two million five hundred fifty thousand (2,550,000)
shares of Common Stock have been issued under the Plan (subject to adjustment
pursuant to Section 16 hereof), or (ii) June 30, 2000. Participation in any one
or more of the Offerings under the Plan shall neither limit, nor require,
participation in any other Offering.

5. PARTICIPATION.

(a) An eligible Employee may participate in the Plan by completing an
authorization for payroll deduction on the form provided by the Company (an
"Authorization") and filing it

with the Plan Administrator. Each Authorization shall authorize a regular
payroll deduction from the Employee's Compensation. Once an Employee has filed
an Authorization, he or she will automatically participate in subsequent
Offerings until and unless he or she withdraws from an Offering pursuant to
Sections 7(b) or 9 hereof

(b) The Company will maintain payroll deduction accounts for all
Participants. A Participant may authorize a payroll deduction of a specified
whole percentage of Compensation, up to a maximum of ten percent (10%) of his or
her Compensation for the period during which he or she elects to participate in
the Plan, but in no event may any Participant authorize a deduction of more than
Twenty Thousand Dollars ($20,000) in any calendar year. All payroll deductions
made for a Participant shall be credited to his or her account under the Plan.
No Participant may make any separate cash payment into such account.

(c) Except as provided in Sections 7(b) or 9, a Participant may not
make any changes to his or her participation during an Offering and,
specifically, may not during an Offering alter the amount of his or her payroll
deductions for such Offering, except insofar as a change in the amount of
Compensation affects the amount represented by the percentage of Compensation
elected by the Participant. A Participant may make a change in his or her
payroll deduction for a subsequent Offering by filing a new Authorization with
the Plan Administrator prior to the Offering Commencement Date of such Offering.

6. GRANTING OF OPTION.

(a) For each of the Offerings, a Participant shall be deemed to have
been granted an option (the "Option") to purchase, on the applicable Offering
Termination Date, that number of shares of Common Stock determined by dividing
the market value of a share of Common Stock on the applicable Offering
Commencement Date into Twelve Thousand Five Hundred Dollars ($12,500).

(b) For purposes hereof, the market value of Common Stock shall be the
official closing price of the Common Stock on the American Stock Exchange or
such other exchange or automated quotation system upon which the Common Stock
shall from time to time be regularly traded, on the Offering Commencement Date
and Offering Termination Date applicable to such Offering (or on the next
regular business date on which shares of Common Stock shall be traded in the
event that no shares of Common Stock shall have been traded on the relevant
date).

7. EXERCISE OF OPTION.

With respect to each Offering during the term of the Plan:

(a) Unless a Participant gives written notice of withdrawal to the
Company or his or her employment is terminated, in each case as hereinafter
provided, his or her Option will be deemed to have been exercised automatically
on the Offering Termination Date applicable to such Offering to the extent of
that number of shares (including fractional shares) of Common Stock which the
accumulated payroll deductions credited to his or her account at that time will
purchase at the applicable Option Exercise Price, defined for purposes of each
such Offering as eighty-five percent (85%) of the market value of a share of
Common Stock on (i) the applicable Offering Commencement Date, or (ii) the
applicable Offering Termination Date, whichever is

lower. If the amount then credited to the Participant's account exceeds the
purchase price of the number of shares of Common Stock with respect to which an
Option has been granted to the Participant as provided in Section 6 hereof
pursuant to such Offering, any excess shall be paid to the Participant (or if
the Participant dies prior to payment, to his or her Beneficiary) within a
reasonable period following said Offering Termination Date.

(b) By written notice to the Plan Administrator a minimum of one (1)
month prior to the Offering Termination Date applicable to any such Offering, a
Participant may elect to cease all future payroll deductions and to withdraw all
accumulated payroll deductions in his or her account. Such accumulated payroll
deductions shall be paid to the Participant (or, if the Participant dies prior
to payment, to his or her Beneficiary) within a reasonable period following said
Offering Termination Date.

8. DELIVERY.

Within a reasonable period after the Offering Termination Date of each
Offering, the Company will deliver the shares of Common Stock purchased upon the
exercise of such Participant's Option to the Participant's account with the
Company's agent. Upon the Participant's request, the agent will deliver one or
more certificates representing such shares to the Participant by mail or, at the
Participant's option, directly to a broker designated by the Participant.

9. WITHDRAWAL.

(a) As provided in Section 7(b), a Participant may withdraw all, but
not less than all, payroll deductions credited to his or her account under any
Offering by giving written notice of withdrawal to the Plan Administrator of the
Company a minimum of one (1) month prior to the Offering Termination Date. All
of the Participant's payroll deductions credited to his or her account will be
paid to the Participant (or if the Participant dies subsequent to such notice
but prior to payment, to his or her Beneficiary) within a reasonable period
following said Offering Termination Date, and no further payroll deductions will
be made from his or her pay during such Offering. The Company may, at its
option, treat an attempt by a Participant to borrow on the security of
accumulated payroll deductions as an election pursuant to Section 7(b) to
withdraw such deductions.

(b) A Participant's withdrawal from an Offering will not have any
effect upon his or her eligibility to participate in any succeeding Offering or
in any similar plan which may hereafter be adopted by the Company; provided,
however, that any Participant who withdraws from an Offering in accordance with
Section 7(b) hereof may not participate in another Offering for a period of at
least six (6) months following such withdrawal.

(c) Upon termination of the Participant's employment with the Company
or a Subsidiary for any reason other than death or disability, the payroll
deductions credited to his or her account will be returned to the Participant
(or, if the Participant dies subsequent to such termination of employment, to
his or her Beneficiary) if such termination occurred a minimum of one (1) month
prior to the Offering Termination Date. If such termination occurred less than
one

(1) month prior to such Date, the Participant's Option will be deemed to have
been automatically exercised in accordance with Section 7(a) hereof.

(d) Upon termination of the Participant's employment due to death or
disability, the Participant or his or her Beneficiary, by written notice given
to the Plan Administrator within thirty (30) days following such termination,
but in any event prior to the Offering Termination Date, may elect to:

(i) withdraw all payroll deductions credited to the Participant's
account under the Plan; or

(ii) exercise the Participant's option pursuant to Section 7(a)
hereof.

In the event that no such written notice of election shall be timely
received by the Plan Administrator, the Participant or Beneficiary shall
automatically be deemed to have elected to withdraw the payroll deductions
credited to the Participant's account and the same shall be paid within a
reasonable period to the Participant or said Beneficiary.

10. INTEREST.

No interest will be paid or allowed on any money paid into the Plan or
credited to the account of any Participant.

11. STOCK.

(a) The maximum number of shares of Common Stock which shall be made
available for sale under the Plan is two million five hundred fifty thousand
(2,550,000) shares, subject to further adjustment upon changes in capitalization
of the Company as provided in Section 16 hereof. If the total number of shares
for which Options are exercised on any Offering Termination Date in accordance
with Section 7 hereof exceeds the number of shares of Common Stock which remain
available for issue under the Plan, the Company shall make a pro rata allocation
of the shares available for delivery and distribution in as nearly a uniform
manner as shall be practicable and as it shall determine to be equitable, and
the balance of payroll deductions credited to the account of each Participant
under the Plan shall be returned to him or her as promptly as possible. The
Company may purchase shares on the open market in order to have shares available
for purchase by Participants in each Offering.

(b) The Participant will have no interest in Common Stock to which his
or her Option pertains until such Option has been exercised.

(c) Common Stock to be delivered to a Participant under the Plan will
be registered in the name of the Participant or, if the Participant so directs
by written notice to the Company prior to the Offering Termination Date
applicable thereto, in the names of the Participant and one such other adult
natural person as may be designated by the Participant, as joint tenants with
rights of survivorship, to the extent permitted by applicable law.

12. ADMINISTRATION.

The Plan shall be administered by the Plan Administrator. The
interpretation and construction of any provision of the Plan and the adoption of
rules and regulations for administering the Plan shall be made by the Plan
Administrator, subject to review and modification by the Board, at its option.
Determinations made by the Plan Administrator or the Board with respect to any
matter or provision contained in the Plan shall, subject to Board review at its
option, be final, conclusive and binding upon the Company and upon all
Participants, their heirs or legal representatives. Any rule or regulation
adopted by the Plan Administrator shall remain in full force and effect unless
and until altered, amended, or repealed by the Plan Administrator or the Board.
The Company shall indemnify the Plan Administrator and Board members to the
fullest extent permitted by applicable law for any expenses incurred in
defending a civil or criminal action or proceeding arising out of such
individual's actions with respect to administration of the Plan in advance of
the final disposition of such action or proceeding, upon receipt of an
undertaking by the person indemnified to repay such payment if such individual
shall be adjudicated not to have acted in good faith in the reasonable belief
that such individual's action was in the best interest of the Company.

13. DESIGNATION OF BENEFICIARY.

A Participant may file a written designation of a Beneficiary who is to
receive any shares of Common Stock and/or cash in the event of the death of the
Participant prior to the delivery of such shares or cash to the Participant.
Such designation of Beneficiary may be changed by the Participant at any time by
written notice to the Plan Administrator. Within thirty (30) days after the
death of a Participant, the Beneficiary may, as provided in paragraph 9(d)
hereof, elect to exercise the Participant's Option when it becomes exercisable
on the Offering Termination Date of the then-current Offering. Upon the death of
a Participant and upon receipt by the Company of proof of identity and existence
at the Participant's death of a Beneficiary validly designated by the
Participant under the Plan, and notice of election of the Beneficiary to
exercise the Option, the Company shall deliver such Stock and/or cash to such
Beneficiary. In the event of the death of a Participant and in the absence of a
Beneficiary validly designated under the Plan who is living at the time of such
Participant's death, the Company shall deliver such Stock and/or cash to the
executor or administrator of the estate of the Participant or, if no such
executor or administrator has been appointed (to the knowledge of the Company),
the Company, in its discretion, may deliver such Stock and/or cash to the spouse
or to any one or more dependents of the Participant as the Company may
designate, and such persons shall be deemed Beneficiaries for purposes hereof.
No Beneficiary shall, prior to the death of the Participant by whom he or she
has been designated, acquire any interest in the Stock or cash credited to the
Participant.

14. TRANSFERABILITY.

Neither payroll deductions credited to a Participant's account nor any
rights with regard to the exercise of an Option or to receive Stock under the
Plan may be assigned, transferred, pledged, or otherwise disposed of in any way
by the Participant otherwise than by will or the laws of descent and
distribution, and any such rights are exercisable during the lifetime of the
Participant only by him or her. Any such attempted assignment transfer, pledge,
or other

disposition, or exercise of such rights, shall be without effect, except that
the Company may treat such act as an election to withdraw funds in accordance
with Section 7(b) hereof.

15. USE OF FUNDS.

All payroll deductions received or held by the Company under this Plan
may be used by the Company for any corporate purpose, and the Company shall not
be obligated to segregate such payroll deductions.

16. EFFECT OF CHANGES OF COMMON STOCK.

In the event of any changes in the outstanding shares of the Common
Stock by reason of stock dividends, subdivisions, combinations and exchanges of
shares, recapitalizations or merger in which the Company is the surviving
corporation, the aggregate number and class of shares available under this Plan
and the Option Exercise Price per share shall be appropriately adjusted by the
Plan Administrator, subject to review by the Board at its option, whose
determination shall be conclusive. Any such adjustments may provide for the
elimination of any fractional shares which would otherwise become subject to any
Options.

17. AMENDMENT OR TERMINATION.

The Board may at any time terminate or amend the Plan. Except as
hereinafter provided, no such termination shall affect Options previously
granted, nor shall an amendment make any change in any Option theretofore
granted which would adversely affect the rights of any Participant. No amendment
shall be made without the approval of the stockholders of the Company within
twelve (12) months before or after such amendment is adopted by the Board if
such amendment would (a) increase the aggregate number of shares which may be
issued under the Plan (other than an increase merely reflecting a change in
capitalization, such as a stock dividend or split, pursuant to Section 16
hereof); or (b) change the designation of corporations whose Employees may be
granted Options hereunder, provided that the Board may, without stockholder
approval, designate participating corporations from time to time from among that
group of corporations consisting of the Company and its parent or subsidiary
corporations (including corporations, having become parents or subsidiaries of
the Company after the adoption and approval of the Plan); or if such approval is
otherwise required by applicable law.

18. NOTICES.

All notices or other communications by a Participant or Beneficiary to
the Company under or in connection with the Plan shall be deemed to have been
duly given when received by the Plan Administrator.

19. MERGER OR CONSOLIDATION.

If the Company shall at any time merge into or consolidate with another
corporation and the Company is the surviving entity, the holder of each Option
then outstanding will thereafter be entitled to receive at the next Offering
Termination Date upon the exercise of such Option for each share as to which
such Option shall be exercised the securities or property which a holder of one
share of the Common Stock was entitled to upon and at the time of such merger or

consolidation, and the Board shall take such steps in connection with such
merger or consolidation as the Board shall deem necessary to assure that the
provisions of Section 16 hereof shall thereafter be applicable, as nearly as
reasonably may be, in relation to the said securities or property as to which
such holder of such Option might thereafter be entitled to receive thereunder.
In the event of a merger or consolidation in which the Company is not the
surviving entity, or of a sale of assets in which the Company is not the
surviving entity, the Plan shall terminate, and all payroll deductions credited
to Participants' accounts shall be returned to them; PROVIDED, HOWEVER, that the
Board may, in the event of such merger, consolidation or sale, accelerate the
Offering Termination Date of the Offering then in effect and permit Participants
to purchase shares under the Plan at such accelerated Offering Termination Date.

20. APPROVAL OF STOCKHOLDERS.

This Plan has been duly adopted by the Board of Directors and
stockholders of the Company; and the Plan, as hereby amended and restated, has
been approved by the Board of Directors, subject to approval by the stockholders
of the Company within twelve (12) months of the date of adoption of the Plan by
the Board of Directors, if and as required by the provisions of the Plan prior
to such amendment and restatement. Notwithstanding any other provision of the
Plan, no Option shall be exercised unless and until the stockholders of the
Company approve the amended and restated Plan, if such approval is required.

21. REGISTRATION AND QUALIFICATION OF THE PLAN UNDER APPLICABLE SECURITIES
LAWS.

No Option shall be exercised under the Plan until such time as the
Company has qualified or registered the shares which are subject to the Options
under the applicable federal and state securities laws, to the extent required
by such laws.

Adopted by the Board of Directors on
May 27, 1998

Effective as of July 1, 1998

AMENDMENT NO. 1
TO
KEANE, INC.
AMENDED AND RESTATED
1992 EMPLOYEE STOCK PURCHASE PLAN

VOTED: That Keane, Inc.'s 1992 Amended and Restated Employee Stock
Purchase Plan be and hereby is amended by deleting Section 4 in its
entirety and inserting a new Section 4 (Offerings) as set forth
below:

"4. OFFERINGS.

The Plan will be implemented by consecutive semi-annual offerings
(referred to herein collectively as "Offerings" and individually as an
"Offering"). Offerings will begin each January 1 and July 1, or the first
business day thereafter. The Board of Directors may, at its discretion, chooses
a different offering period of twelve (12) months or less for subsequent
Offerings. Participation in any one or more of the Offerings under the Plan
shall neither limit, nor require, participation in any other Offering."

Adopted by the Board of
Directors of Keane, Inc. on
February 15, 2001

AMENDMENT NO. 2
TO
KEANE, INC.
AMENDED AND RESTATED
1992 EMPLOYEE STOCK PURCHASE PLAN

VOTED: That Keane, Inc.'s 1992 Amended and Restated Employee Stock
Purchase Plan be and hereby is amended by deleting Section 11(a) in
its entirety and inserting a new Section 11(a) as set forth below:

"11. STOCK.

(a) The maximum number of shares of Common Stock which shall
be made available for sale under the Plan is four million five hundred fifty
thousand (4,550,000) shares, subject to further adjustment upon changes in
capitalization of the Company as provided in Section 16 hereof. If the total
number of shares for which Options are exercised on any Offering Termination
Date in accordance with Section 7 hereof exceeds the number of shares of Common
Stock which remain available for issue under the Plan, the Company shall make a
pro rata allocation of the shares available for delivery and distribution in as
nearly a uniform manner as shall be practicable and as it shall determine to be
equitable, and the balance of payroll deductions credited to the account of each
Participant under the Plan shall be returned to him or her as promptly as
possible. The Company may purchase shares on the open market in order to have
shares available for purchase by Participants in each Offering."

Adopted by the Board of
Directors of Keane, Inc. on
February 15, 2001

PROXY

KEANE, INC.

ANNUAL MEETING OF STOCKHOLDERS

MAY 30, 2001

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned, revoking all prior proxies, hereby appoints Brian T.
Keane, John J. Leahy and Hal J. Leibowitz and each of them, with full power of
substitution, as Proxies to represent and vote as designated hereon all shares
of Keane, Inc. (the "Company") which the undersigned would be entitled to vote
if personally present at the Annual Meeting of Stockholders of the Company to be
held on Wednesday, May 30, 2001, at 4:30 p.m., Boston Time, at the offices of
Hale and Dorr LLP, 60 State Street, Boston, Massachusetts and at any adjournment
thereof with respect to the matters set forth on the reverse side.

PLEASE FILL IN, DATE, SIGN AND MAIL THIS PROXY
IN THE ENCLOSED POST-PAID RETURN ENVELOPE.

- --------------- ------------------------------------------ ---------------
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
- --------------- ------------------------------------------ ---------------

- -------- ----------------
X PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
- -------- ----------------

IF NO DIRECTOR IS MADE, THIS PROXY WILL BE VOTED IN FAVOR OF THE PROPOSALS SET
FORTH BELOW.

1. To fix the number of directors at seven and to WITHHELD FROM ALL
elect a Board of Directors for the ensuing year. FOR ALL NOMINEES NOMINEES
/ / / /
NOMINEES: John F. Keane, Brain T. Keane, Philip J.
Harkins, Winston R. Hindle, Jr., John F. Keane, Jr.,
John F. Rockart and Robert A. Shafto.

/ / _________________________________________
For all nominees except as noted above.

2. To approve the adoption of the Company's 2001 Stock FOR AGAINST ABSTAIN
Incentive Plan. / / / / / /

3. To approve an amendment to the Company's 1992 FOR AGAINST ABSTAIN
Employee Stock Purchase Plan to increase the number / / / / / /
of shares authorized for issuance under such plan
from 2,550,000 to 4,550,000.

4. To ratify and approve the selection by the Board of FOR AGAINST ABSTAIN
Directors of Ernst & Young LLP as the Company's / / / / / /
independent accountants for the current year.

/ / MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW.

IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO
VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

Please sign exactly as your name appears hereon. If
the stock is registered in the names of two or more
persons, each should sign. Executors,
administrators, trustees, guardians, attorneys and
corporate officers should add their titles.

Signature: _______________________ Date: ______________________ Signature: ______________________ Date:_____________

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