Contract

EXHIBIT 10.29 INVESTORS FINANCIAL SERVICES CORP. NON-QUALIFIED STOCK OPTION AGREEMENT Investors Financial Services Corp., a Delaware corporation (the”Company”), hereby grants as of the 15th day of November, 2004 to Edmund J.Maroney (the “Optionee”), an option to purchase a maximum of 16,736 shares (the”Option Shares”) of its Common Stock, $.01 par value (“Common Stock”), at theprice of $41.03 per share, on the following terms and conditions: 1. GRANT UNDER 1995 STOCK OPTION PLAN. This option is grantedpursuant to and is governed by the Company’s 1995 Stock Plan (the “Plan”) and,unless the context otherwise requires, terms used herein shall have the samemeaning as in the Plan. Determinations made in connection with this optionpursuant to the Plan shall be governed by the Plan as it exists on this date. 2. GRANT AS NON-QUALIFIED OPTION; OTHER OPTIONS. This option shall betreated for federal income tax purposes as a Non-Qualified Option (rather thanan incentive stock option). This option is in addition to any other optionsheretofore or hereafter granted to the Optionee by the Company or any RelatedCorporation (as defined in the Plan), but a duplicate original of thisinstrument shall not effect the grant of another option. 3. VESTING OF OPTION IF BUSINESS RELATIONSHIP CONTINUES. The optiongranted pursuant to this Agreement is fully vested. While the Optionee continuesto maintain a Business Relationship with the Company or any Related Corporation,the option granted pursuant to this Agreement may be exercised up to andincluding the date of November 15, 2014. 4. TERM AND TERMINATION OF OPTION RIGHTS. (a) TERMINATION OTHER THAN FOR CAUSE: If the Optionee’sBusiness Relationship with the Company and all Related Corporations isterminated, other than by reason of death, disability or dissolution as definedin Section 5 or termination for Cause as defined in Section 4(c), no furtherinstallments of this option shall become exercisable, and this option shallterminate after the passage of three (3) months from the date the BusinessRelationship ceases, but in no event later than the scheduled expiration date.In such a case, the Optionee’s only rights hereunder shall be those which areproperly exercised before the termination of this option. (b) TERMINATION FOR CAUSE: If the Optionee’s BusinessRelationship with the Company is terminated for Cause (as defined in Section4(c)), this option shall terminate upon the Optionee’s receipt of written noticeof such termination and shall thereafter not be exercisable to any extentwhatsoever. (c) DEFINITION OF CAUSE: “Cause” shall mean conduct involvingone or more of the following: (i) the substantial and continuing failure of theOptionee, after notice thereof, to render services to the Company or RelatedCorporation in accordance with the terms or requirements of the Optionee’sBusiness Relationship with the Company; (ii) disloyalty, gross negligence,willful misconduct, dishonesty or breach of fiduciary duty to the Company orRelated Corporation; (iii) the commission of an act of embezzlement or fraud;(iv) deliberate disregard of the rules or policies of the Company or RelatedCorporation which results in direct or indirect loss, damage or injury to theCompany or Related Corporation; (v) the unauthorized disclosure of any tradesecret or confidential information of the Company or Related Corporation; or(vi) the commission of an act which constitutes 1unfair competition with the Company or Related Corporation or which induces anycustomer or supplier to break a contract with the Company or RelatedCorporation. 5. DEATH; DISABILITY; DISSOLUTION. (a) DEATH: If the Optionee is a natural person who dies whileinvolved in a Business Relationship with the Company, this option may beexercised, to the extent otherwise exercisable on the date of his or her death,by the Optionee’s estate, personal representative or beneficiary to whom thisoption has been assigned pursuant to Section 9, at any time within one yearafter the date of death, but not later than the scheduled expiration date. (b) DISABILITY: If the Optionee is a natural person whoseBusiness Relationship with the Company is terminated by reason of his or herdisability (as defined in the Plan), this option may be exercised, to the extentotherwise exercisable on the date the Business Relationship was terminated, atany time within one year after such termination, but not later than thescheduled expiration date. (c) EFFECT OF TERMINATION: At the expiration of such one yearperiod provided in paragraph (a) or (b) of this Section 5 or the scheduledexpiration date, whichever is the earlier, this option shall terminate and theonly rights hereunder shall be those as to which the option was properlyexercised before such termination. (d) DISSOLUTION: If the Optionee is a corporation, partnership,trust or other entity that is dissolved, is liquidated, becomes insolvent orenters into a merger or acquisition with respect to which the Optionee is notthe surviving entity, at a time when the Optionee is involved in a BusinessRelationship with the Company, this option shall immediately terminate as of thedate of such event, and the only rights hereunder shall be those as to whichthis option was properly exercised before such dissolution or other event. 6. PARTIAL EXERCISE. This option may be exercised in part at any timeand from time to time within the above limits, except that this option may notbe exercised for a fraction of a share unless such exercise is with respect tothe final installment of stock subject to this option and cash in lieu of afractional share must be paid, in accordance with Paragraph 13(G) of the Plan,to permit the Optionee to exercise completely such final installment. Anyfractional share with respect to which an installment of this option cannot beexercised because of the limitation contained in the preceding sentence shallremain subject to this option and shall be available for later purchase by theOptionee in accordance with the terms hereof. 7. PAYMENT OF PRICE. (a) FORM OF PAYMENT: The option price shall be paid in thefollowing manner: (i) in United States dollars in cash, or by check; (ii) subject to paragraph 7(b) below, through delivery of shares of the Company’s Common Stock having a fair market value (as determined by the Committee) equal as of the date of exercise to the cash exercise price of options; (iii) by delivery of an assignment satisfactory in form and substance to the Company of a sufficient amount of the proceeds from the sale of the Common Stock and an instruction to the broker or selling agent to pay that amount to the Company; or 2 (iv) at the discretion of the Committee, any combination of (i), (ii), and (iii) above. (b) LIMITATIONS ON PAYMENT BY DELIVERY OF COMMON STOCK: If theOptionee delivers Common Stock held by the Optionee (“Old Stock”) to the Companyin full or partial payment of the option price, and the Old Stock so deliveredis subject to restrictions or limitations imposed by agreement between theOptionee and the Company, an equivalent number of Option Shares shall be subjectto all restrictions and limitations applicable to the Old Stock to the extentthat the Optionee paid for the Option Shares by delivery of Old Stock, inaddition to any restrictions or limitations imposed by this Agreement.Notwithstanding the foregoing, the Optionee may not pay any part of the exerciseprice hereof by transferring Common Stock to the Company unless such CommonStock has been owned by the Optionee free of any substantial risk of forfeiturefor at least six months. (c) RELOAD OPTION GRANTS: If an Optionee makes payment for theexercise of an option granted hereunder through the delivery to the Company ofshares of the Company’s Common Stock pursuant to paragraph 7(a)(ii) of thisAgreement, such Optionee shall be granted automatically a new “reload” stockoption. Such new “reload” stock option shall (i) be a non-qualified option topurchase the number of shares provided as consideration for the exercise pricein connection with the exercise of the original stock option, (ii) have a pershare exercise price equal to the fair market value of such shares as of thedate of exercise of the original stock option, (iii) be immediately exercisableand have a term of ten years from the date of the original stock option, and(iv) otherwise have the same terms and conditions as the original stock option,except that it will not provide for the automatic grant of additional reloadstock options upon its exercise. 8. METHOD OF EXERCISING OPTION. Subject to the terms and conditionsof this Agreement, this option may be exercised by written notice to theCompany, at the principal executive office of the Company, or to such transferagent as the Company shall designate. Such notice shall state the election toexercise this option and the number of Option Shares for which it is beingexercised and shall be signed by the person or persons so exercising thisoption. Such notice shall be accompanied by payment of the full purchase priceof such shares, and the Company shall deliver a certificate or certificatesrepresenting such shares as soon as practicable after the notice shall bereceived. Such certificate or certificates shall be registered in the name ofthe person or persons so exercising this option (or, if this option shall beexercised by the Optionee and if the Optionee shall so request in the noticeexercising this option, shall be registered in the name of the Optionee andanother person jointly, with right of survivorship). In the event this optionshall be exercised, pursuant to Section 5 hereof, by any person or persons otherthan the Optionee, such notice shall be accompanied by appropriate proof of theright of such person or persons to exercise this option. 9. OPTION NOT TRANSFERABLE. This option is not transferable orassignable except (i) by will or by the laws of descent and distribution, (ii)pursuant to a valid domestic relations order or (iii) to, or for the benefit of,family members or to other persons for estate planning purposes. . During theOptionee’s lifetime, only the Optionee can exercise this option (or, if theOptionee is a natural person and is disabled and so long as this option remainsexercisable, by the Optionee’s duly appointed guardian or other legalrepresentative). 10. NO OBLIGATION TO EXERCISE OPTION. The grant and acceptance of thisoption imposes no obligation on the Optionee to exercise it. 3 11. NO OBLIGATION TO CONTINUE BUSINESS RELATIONSHIP. Neither the Plan,this Agreement, nor the grant of this option imposes any obligation on theCompany or any Related Corporation to continue to maintain a BusinessRelationship with the Optionee. 12. NO RIGHTS AS STOCKHOLDER UNTIL EXERCISE. The Optionee shall haveno rights as a stockholder with respect to the Option Shares until such time asthe Optionee has exercised this option by delivering a notice of exercise andhas paid in full the purchase price for the number of shares for which thisoption is to be so exercised in accordance with Section 8. Except as isexpressly provided in the Plan with respect to certain changes in thecapitalization of the Company, no adjustment shall be made for dividends orsimilar rights for which the record date is prior to such date of exercise. 13. CAPITAL CHANGES AND BUSINESS SUCCESSIONS. The Plan containsprovisions covering the treatment of options in a number of contingencies suchas stock splits and mergers. Provisions in the Plan for adjustment with respectto stock subject to options and the related provisions with respect tosuccessors to the business of the Company are hereby made applicable hereunderand are incorporated herein by reference. 14. WITHHOLDING TAXES. If the Company or any Related Corporation inits discretion determines that it is obligated to withhold any tax in connectionwith the exercise of this option, or in connection with the transfer of, or thelapse of restrictions on, any Common Stock or other property acquired pursuantto this option, the Optionee hereby agrees that the Company or any RelatedCorporation may withhold from the Optionee’s wages or other remuneration theappropriate amount of tax. At the discretion of the Company or RelatedCorporation, the amount required to be withheld may be withheld in cash fromsuch wages or other remuneration or in kind from the Common Stock or otherproperty otherwise deliverable to the Optionee on exercise of this option. TheOptionee further agrees that, if the Company or Related Corporation does notwithhold an amount from the Optionee’s wages or other remuneration sufficient tosatisfy the withholding obligation of the Company or Related Corporation, theOptionee will make reimbursement on demand, in cash, for the amountunderwithheld. 15. ARBITRATION. Any dispute, controversy, or claim arising out of, inconnection with, or relating to the performance of this Agreement or itstermination shall be settled by arbitration in the Commonwealth ofMassachusetts, pursuant to the rules then obtaining of the American ArbitrationAssociation. Any award shall be final, binding and conclusive upon the partiesand a judgment rendered thereon may be entered in any court having jurisdictionthereof. 16. PROVISION OF DOCUMENTATION TO EMPLOYEE. By signing this Agreementthe Optionee acknowledges receipt of a copy of this Agreement and a copy of thePlan. 17. MISCELLANEOUS. (a) NOTICES: All notices hereunder shall be in writing and shallbe deemed given when sent by certified or registered mail, postage prepaid,return receipt requested, to the address set forth below. The addresses for suchnotices may be changed from time to time by written notice given in the mannerprovided for herein. (b) ENTIRE AGREEMENT; MODIFICATION: This Agreement constitutes theentire agreement between the parties relative to the subject matter hereof, andsupersedes all proposals, written or oral, and all other communications betweenthe parties relating to the subject matter of this Agreement. This Agreement maybe modified, amended or rescinded only by a written agreement executed by bothparties. 4 (c) SEVERABILITY: The invalidity, illegality or unenforceabilityof any provision of this Agreement shall in no way affect the validity, legalityor enforceability of any other provision. (d) SUCCESSORS AND ASSIGNS: This Agreement shall be binding uponand inure to the benefit of the parties hereto and their respective successorsand assigns, subject to the limitations set forth in Section 9 hereof. (e) GOVERNING LAW: This Agreement shall be governed by andinterpreted in accordance with the laws of the Commonwealth of Massachusetts,without giving effect to the principles of the conflicts of laws thereof. Thepreceding choice of law provision shall apply to all claims, under any theorywhatsoever, arising out of the relationship of the parties contemplated herein. 5 IN WITNESS WHEREOF, the Company and the Optionee have caused thisinstrument to be executed as of the date first above written. Investors Financial Services Corp. 200 Clarendon Street/s/ EDMUND J. MARONEY Boston, MA 02116- ———————————–EmployeeEDMUND J. MARONEY By: /s/ JOHN N. SPINNEY, JR.- ———————————– ———————————-Print Name of Employee JOHN N. SPINNEY, JR.- ———————————– ————————————-Street Address Name SENIOR VP AND CHIEF FINANCIAL OFFICER- ———————————– ————————————-City State Zip Code Title 6