Exhibit 10.2

Certain resolutions of the  Board of Directors of Parametric Technology
Corporation adopted at a meeting held on February 15, 2001 amending the
Parametric Technology 1997 Incentive Stock Option Plan and merging it with and
into the Parametric Technology Corporation 2000 Equity Incentive Plan.


RESOLVED: That the Company's 1997 Incentive Stock Option Plan ("1997
- --------- Plan") is hereby amended and merged with and into the 2000 Equity
          Incentive Plan ("Equity Plan"), so that:

          (i) all shares of the Company's common stock heretofore available
          for issuance under the 1997 Plan shall be available for issuance
          under and on the terms of the Equity Plan; and

          (ii) if any option in respect of shares of common stock originally
          issued under the 1997 Plan expires or is terminated unexercised or
          is forfeited, the shares subject to such option, to the extent of
          such expiration, termination or forfeiture, shall thereafter be
          available for award under the Equity Plan;

          provided that:

          (i) the rights and privileges of holders of outstanding options
          under the 1997 Plan shall continue to be governed by the terms of
          the 1997 Plan as in effect immediately before this merger (as such
          options may be amended from time to time hereafter in accordance
          with the amendment provisions applicable thereto); and

          (ii) no shares heretofore available for issuance under the 1997
          Plan and no such shares that become available as a result of
          expiration, termination or forfeiture of an option heretofore
          granted under the 1997 Plan shall be issued under the Equity Plan
          (a) to persons of any class not eligible to receive grants under
          the 1997 Plan as in effect immediately before this merger or (b)
          in the form of any type of award other than stock options.