EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (Agreement) is entered into as of October 20, 2006, by and between Keane, Inc., a Massachusetts corporation with its principal place of business at 100 City Square, Boston, Massachusetts 02129 (Keane or the Company), and M. Glenn Giles (the Executive).  Keane and the Executive are referred to together herein as the Parties.

WHEREAS, Keane has offered employment to the Executive in the position of Senior Vice President, North American Regions and Verticals, and the Executive has accepted, both Parties desire to set forth in a written agreement the terms and conditions of the Executives employment by and services to the Company;

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Company and the Executive agree as follows:

1.               Effective Date. The Effective Date of this Agreement is October 2, 2006.

2.               Employment Period.  Subject to the benefits described in Section 6, the Company retains the right to terminate the employment of the Executive at any time, including, without limitation, with or without notice and with or without Cause.

3.               Position and Duties.

a.                                       During his employment with Keane, the Executive shall serve as with the duties and responsibilities customarily assigned to the position of Senior Vice President, North American Regions and Verticals, and such other duties and responsibilities as the Board of Directors (the Board) or the Chief Executive Officer of the Company shall from time to time assign to the Executive.  The Executive shall report directly to the Chief Executive Officer of the Company.

b.                                      During his employment with Keane, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive shall devote his full business attention and time to the business and affairs of Keane and shall use his best efforts to carry out such responsibilities faithfully and efficiently, and in accordance with Keane policy and procedures. Subject to Company approval where required by applicable policy, it shall not be considered a violation of the foregoing for the Executive to (a) serve on corporate, civic or charitable boards or committees, (b) deliver lectures, fulfill speaking engagements or teach at educational institutions and (c) manage personal investments, so long as such activities do not materially interfere with the performance of the Executives responsibilities as an employee of Keane in accordance with this Agreement.

c.                                       The Executive shall be considered an officer of the Company.  As such, he shall be entitled to indemnification and other related protections, as described in Article VI of the Companys Restated Articles of Organization.  These protections include, but are not limited to, coverage under Keanes Directors & Officers Liability insurance policy.

4.               Compensation and Benefits

a.                                       Base Salary. As compensation for the Executives services hereunder during the Employment Period, the Company shall pay to the Executive an annual salary (the Base Salary) of not less than $350,000.

b.                                      Annual Bonus.

(i)                                     For each fiscal year, beginning in fiscal year 2007, the Executive shall be eligible for an annual bonus (the Annual Bonus).  The target amount of the Annual Bonus (Bonus Target) will be 70% of the annual Base Salary.  The actual amount of each years Annual Bonus may be less than the Bonus Target or up to 150% of the Bonus Target, depending upon certain performance measures.  The precise amount of the Annual Bonus shall be determined by the Chief Executive Officer subject to approval by the Compensation Committee of the Board. Annual Bonuses are not earned until the close of business on the last business day of Keanes fiscal year, are based on fiscal year performance and are generally paid in March or April of the following year, subject to the condition precedent that the Executive is employed on the date the Annual Bonus is paid.

(ii)                                  For 2006, the Executive shall receive an Annual Bonus, subject to the condition precedent described in Section 4.b(i), as follows:

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