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

Filed by the Registrant [X] [   ] Confidential, for Use of the
Commission Only (as permitted
by the Rule 14a-6(e) (2))

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 (S)240.14a-11(c) or (S)240.14(a)-12

MapInfo Corporation
---------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

---------------------------------------------------------
(Name of Person(s) Filing Proxy Statement,
if Other Than the Registrant)

Payment of Filing Fee (check the appropriate box):

[X]     No fee required
[_]     Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)	Title of each class of securities to which transaction applies:
(2)	Aggregate number of securities to which transaction applies:
(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
(4)	Proposed maximum aggregate value of transaction:
(5)	Total fee paid:

[_]     Fee paid previously with preliminary materials.
[_]     Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)	Amount Previously Paid:
(2)	Form, Schedule or Registration Statement No.:
(3)	Filing Party:
(4)	Filing Date:

One Global View
Troy, NY 12180

January 3, 2002

Dear MapInfo Stockholder:

You are cordially invited to the annual meeting of stockholders of MapInfo Corporation, which will be held at the Marriott Hotel, located at 189 Wolf Road, Albany, New York on Wednesday, February 13, 2002 at 2:00 p.m. We look forward to greeting as many of our stockholders as possible.

Details of the business to be conducted at the annual meeting are provided in the attached Notice of Annual Meeting and Proxy Statement.

Whether or not you plan to attend, it is important that your shares be represented and voted at the meeting. Therefore, we urge you to sign, date and promptly return the enclosed proxy in the enclosed postage paid envelope. Alternatively, you may vote your shares over the Internet or by telephone. Please refer to the enclosed proxy card for detailed instructions. If you decide to attend the annual meeting, you will of course have the opportunity to vote in person.

Our best wishes for a happy new year!

Sincerely,

Michael D. Marvin	John C. Cavalier	Mark P. Cattini
Co-Chairman	Co-Chairman	President and Chief Executive Officer

MAPINFO CORPORATION
One Global View
Troy, New York 12180


NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On Wednesday, February 13, 2002

The Annual Meeting of Stockholders of MapInfo Corporation, a Delaware corporation (the "Company"), will be held at the Marriott Hotel, located at 189 Wolf Road, Albany, NY on Wednesday, February 13, 2002 at 2:00 p.m., local time, to consider and act upon the following matters:

1.	To elect six directors to serve for the ensuing year.
2.	To approve an amendment to the Company's 1993 Stock Incentive Plan, as described herein.
3.	To approve an amendment to the Company's 1993 Employee Stock Purchase Plan, as described herein.
4.	To ratify the selection by the Board of Directors of PricewaterhouseCoopers LLP as the Company's independent accountants for the current fiscal year.
5.	To transact such other business as may properly come before the meeting or any adjournment thereof.

Stockholders of record at the close of business on December 17, 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,



MIRIAM M. NETTER
Secretary

Troy, New York
January 3, 2002

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 ENSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED IF THE PROXY IS MAILED IN THE UNITED STATES. ALTERNATIVELY, PLEASE VOTE OVER THE INTERNET OR BY TELEPHONE BY FOLLOWING THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD.

MAPINFO CORPORATION
One Global View
Troy, NY 12180

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of MapInfo Corporation, a Delaware corporation (the "Company"), for use at the Annual Meeting of Stockholders (the "Annual Meeting") to be held on Wednesday, February 13, 2002 and at any adjournments of the Annual Meeting. All proxies will be voted in accordance with the stockholders' instructions, and if no choice is specified, the proxies will be voted in favor of the matters set forth in the accompanying Notice of Meeting. Any proxy may be revoked by a stockholder at any time before its exercise by delivery of written revocation or a subsequently dated proxy to the Secretary of the Company or by voting in person at the Annual Meeting.

At the close of business on December 17, 2001, the record date for the determination of stockholders entitled to vote at the Annual Meeting (the "Record Date"), there were outstanding and entitled to vote an aggregate of 14,952,125 shares of common stock, $0.002 par value per share, of the Company (the "Common Stock"). Stockholders are entitled to one vote per share.

The Company's Annual Report to Stockholders for fiscal 2001 was mailed to stockholders, along with these proxy materials, on or about January 3, 2002.

Votes Required

The holders of a majority of the number of shares of Common Stock issued, outstanding and entitled to vote at the Annual Meeting shall constitute a quorum at the Annual Meeting. Shares of Common Stock present in person or represented by proxy (including shares which abstain or do not vote with respect to one or more of the matters presented for stockholder approval) will be counted for purposes of determining whether a quorum is present.

Director nominees must receive a plurality of the votes cast at the Annual Meeting, which means that a vote withheld from a particular nominee or nominees will not affect the outcome of the election. The approval of the amendments to the Company's 1993 Stock Incentive Plan and 1993 Employee Stock Purchase Plan and the selection of PricewaterhouseCoopers LLP as the Company's independent accountants for the current fiscal year must be approved by a majority of the votes cast on the matter.

Shares that abstain from voting as to a particular matter and shares held in street name by brokers or nominees who indicate on their proxy that they do not have discretionary authority to vote such shares as to a particular matter (a "broker non-vote"), will not be counted as votes in favor of such matter and will also not be counted as shares voting on such matter. Accordingly, an abstention or a broker non-vote on a matter that requires the affirmative vote of a plurality or a certain percentage of the shares present and voting on the matter, such as the election of directors, the approval of the amendments to the 1993 Stock Incentive Plan and 1993 Employee Stock Purchase Plan and the ratification of independent accountants, has no effect on the voting on such matter.

Stockholders may vote by any one of the following means:

-by mail
-by telephone (toll-free)
-over the Internet
-in person at the meeting

To vote by mail, sign, date and complete the enclosed proxy card and return it in the enclosed self-addressed stamped envelope. No postage is necessary if mailed in the United States. Instructions for voting by using a toll-free telephone number or over the Internet can be found on your proxy card. If you hold your shares through a bank, broker or other nominee, they will give you separate instructions on voting your shares.

Beneficial Ownership of Common Stock

The following table sets forth certain information, as of October 31, 2001, with respect to the beneficial ownership of the Company's Common Stock by (i) each person known by the Company to beneficially own more than 5% of the outstanding shares of Common Stock, (ii) each director of the Company, (iii) each executive officer of the Company named in the Summary Compensation Table set forth under the caption "Executive Compensation" below and (iv) all directors and executive officers of the Company as of October 31, 2001 as a group:

Beneficial Owner	Number of Shares Beneficially Owned (1)	Percentage of Common Stock Outstanding (2)
Ashford Capital Management, Inc. (3) .................	920,064	6.2%
Kopp Investment Advisors, Inc. (4) ....................	829,362	5.6%
Laszlo C. Bardos (5) .........................................	270,088	1.8%
John C. Cavalier (6) ..........................................	170,771	1.1%
Michael D. Marvin (7) ......................................	501,440	3.4%
George C. McNamee (8) ....................................	99,048	*
Joni Kahn (9) .................................................	11,250	*
Quinn H. Tran (10) .........................................	11,250	*
D. Joseph Gersuk (11) .......................................	60,844	*
Mark P. Cattini (12) ..........................................	71,808	*
Michael J. Hickey (13) ...................................	47,227	*
George C. Moon (14) .....................................	47,784	*
All directors and executive officers as a group (10 persons) (15) .................................................................	1,291,510	8.7%

* Less than 1%

(1)	The inclusion herein of any shares of Common Stock deemed beneficially owned does not constitute an admission of beneficial ownership of those shares. Unless otherwise indicated, each person listed above has sole voting and investment power with respect to the shares listed. Any reference in the footnotes below to stock options held by the person in question relates to stock options which were exercisable on or exercisable within 60 days after October 31, 2001.
(2)	Number of shares deemed outstanding includes 14,914,280 shares outstanding as of October 31, 2001 plus any shares subject to options held by the person or entity in question which were exercisable on or within 60 days after October 31, 2001.
(3)	Ashford Capital Management, Inc. ("Ashford"), with a business address of P. O. Box 4172, Wilmington, DE 19807, beneficially owned 920,064 shares as of December 31, 2000. Ashford had sole voting power and sole dispositive power over all of such shares. The information in this Note 3 is based solely on Schedule 13G filed by Ashford on February 14, 2001.
(4)	Kopp Investment Advisors, Inc. ("Kopp") with a business address at 7701 France Avenue South, Suite 500, Edina, MN 55435, beneficially owned 829,362 shares as of December 31, 2000. Kopp had sole voting power over 418,500 shares, sole dispositive power over 157,500 shares and shared dispositive power over 671,862 shares. The information in this Note 4 is based solely on Schedule 13G filed by Kopp on January 30, 2001.
(5)	Includes 56,250 shares held by Mr. Bardos' wife, as to which shares Mr. Bardos disclaims beneficial ownership.
(6)	Includes 168,750 shares subject to stock options held by Mr. Cavalier.
(7)	Includes 31,250 shares subject to stock options held by Mr. Marvin. Mr. Marvin will not stand for re-election at the Company's February 13, 2002 Annual Meeting.
(8)	Includes 25,066 shares subject to stock options held by Mr. McNamee. Also includes 40,007 shares held by First Albany Corporation, of which Mr. McNamee is Chairman and Co-CEO. Mr. McNamee shares voting and investment power with respect to the shares held by First Albany Corporation and disclaims beneficial ownership of such shares except as to his proportionate pecuniary interest therein.
(9)	Consists of 11,250 shares subject to stock options held by Ms. Kahn.
(10)	Consists of 11,250 shares subject to stock options held by Ms. Tran.
(11)	Includes 57,483 shares subject to stock options held by Mr. Gersuk.
(12)	Includes 71,623 shares subject to stock options held by Mr. Cattini.
(13)	Includes 39,076 shares subject to stock options held by Mr. Hickey. Also includes 630 shares subject to stock options and 2,368 shares of stock held by Mr. Hickey's spouse, as to which options and shares Mr. Hickey disclaims beneficial ownership
(14)	Includes 46,438 shares subject to stock options held by Mr. Moon.
(15)	Includes the shares described in Notes 5 through 14 above.

PROPOSAL NO. 1 - ELECTION OF DIRECTORS

The persons named in the proxy will vote to elect as directors the six nominees named below unless authority to vote for the election of any or all of them is withheld by marking the proxy to that effect. The Board of Directors has fixed the number of directors following the Annual Meeting at six. All of the nominees are currently directors of the Company. Each nominee who is elected will hold office until the next annual meeting of stockholders and until his or her successor is elected and qualified. Each of the nominees has indicated his or her willingness to serve, if elected, but if any nominee should be unable or unwilling to serve, the proxies may vote for a substitute nominee designated by the Board of Directors.

The following table sets forth the name and age of each nominee, including position, if any, with the Company, principal occupation and business experience during the past five years, directorships in other publicly-held corporations and first year of service as a director of the Company:

	Name, Offices and Positions with the Company, Principal Occupation and Directorships	Age	First Became a Director
Mark P. Cattini	........................................................................	40	2001
	Mr. Cattini has served as a director of the Company since February 27, 2001. He has served as President and Chief Executive Officer of the Company since January 1,2001 and was President and Chief Operating Officer from July 2000 to December 31, 2000. From January 1999 to July 2000, he served as Vice President and General Manager of Europe and Americas Sales, and from 1995 through 1998 held sales management positions in the Company's European operations.
John C. Cavalier	........................................................................	62	1996
	Mr. Cavalier has served as Co-Chairman of the Company since January 1, 2001; he will become Chairman as of February 13, 2002. He was Chief Executive Officer of the Company from November 1996 to December 31, 2000 and served as President and Chief Executive Officer of the Company from November 1996 to July 2000. Mr. Cavalier is also a director of FOCUS Enhancements Inc. and serves as a board member and advisor to several early stage private companies.
George C. McNamee	........................................................................	55	1988
	Mr. McNamee has served as a director of the Company since 1988. Mr. McNamee has been Chairman, Co-Chief Executive Officer and a Director of First Albany Companies, Inc., a publicly traded holding company, and its principal subsidiary, First Albany Corporation, since October 1984. Mr. McNamee is Chairman of Mechanical Technology, Inc. and Plug Power Inc. and a director of The Meta Group, Inc. and the New York Stock Exchange.
Laszlo C. Bardos	........................................................................	38	1986
	Mr. Bardos has served as a director of the Company since December 1993 and from its inception in 1986 to 1992. From September 1994 to May 1996, Mr. Bardos served as Director of European Marketing for the Company. From 1991 to August 1994, Mr. Bardos served as Director of Product Marketing for the Company.
Joni Kahn	........................................................................	46	2000
	Ms. Kahn has served as a director of the Company since June 2000. Ms. Kahn is a co-founder of Brience, a wireless technology company and has been its Chief Customer Officer since March 2000. From September 1994 to February 2000, she served as Executive Vice President of KPMG, Inc., a consulting services company.
Quinn H. Tran	........................................................................	43	2000
	Ms. Tran has served as a director of the Company since June 2000. Ms. Tran is Co-founder of DecisionPoint Solutions, Inc., a provider of mobile, targeted advertising and commerce solutions, and has served as Executive Vice President, Marketing and Sales since January 2001. She co-founded Xerox ColorgrafX Systems, a Xerox company specializing in large format digital printing solutions, in 1995 and served as Vice President and General Manager of Worldwide Marketing and Sales until December 2000. She also serves on a number of not-for-profit boards.

Board and Committee Meetings

The Company has a standing Audit Committee of the Board of Directors, which reviews the Company's internal accounting control policies and procedures, considers and recommends the selection of the Company's independent accountants, reviews and approves any major accounting policy changes affecting the Company's operating results and provides the opportunity for direct contact between the Company's independent accountants and the Board. The Audit Committee met six times during fiscal 2001. The members of the Audit Committee are Messrs. McNamee and Bardos and Ms. Tran. The members of the Company's Audit Committee meet Nasdaq's Independence Standards. The Company's Board of Directors has adopted an Audit Committee Charter.

AUDIT COMMITTEE REPORT

The Audit Committee reviewed the Company's audited financial statements for the fiscal year ended September 30, 2001 and discussed these financial statements with the Company's management. The Audit Committee also reviewed and discussed the audited financial statements and the matters required by the Statement on Auditing Standards 61 (Communication with Audit Committees) with PricewaterhouseCoopers LLP, the Company's independent auditors.

The Company's independent auditors also provided the Audit Committee with the written disclosures and the letter required by the Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees). The Audit Committee discussed with the independent auditors the matters disclosed in this letter and their independence from the Company. The Audit Committee also considered whether the independent auditors' provision of the other, non-audit related services to the Company which are referred to in this proxy statement under the section entitled "Proposal No. 4 - Ratification of Selection of Independent Accountants," 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 fiscal year ended September 30, 2001.

George C. McNamee, Chairman of the Audit Committee
Laszlo C. Bardos
Quinn H. Tran

The Company has a standing Compensation Committee of the Board of Directors, which has the authority to provide recommendations to the Board regarding compensation programs of the Company, administer the executive compensation programs and grant stock options under the Company's 1993 Stock Incentive Plan to all officers of the Company who are persons required to file reports ("Reporting Persons") pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Compensation Committee held one meeting during fiscal 2001. The members of the Compensation Committee are Messrs. Marvin and McNamee and Ms. Kahn. Mr. Marvin does not vote on matters involving his own compensation. The Compensation Committee has authorized a subcommittee which has the authority to approve stock option grants to all members of the Company's executive team. The subcommittee of the Compensation Committee acted by written consent two times during fiscal 2001. The members of this subcommittee are Mr. McNamee and Ms. Kahn.

The Company has established a Nominating Committee which has the authority to provide recommendations to the Board regarding potential new directors. The members of the Nominating Committee are Messrs. Cattini and McNamee and Ms. Kahn. The Nominating Committee will consider recommendations made by a stockholder of the Company. Recommendations should be mailed to MapInfo Corporation, Attention: Secretary.

The Board of Directors met six times during fiscal 2001 and acted by written consent five times. Each current director attended 75% of the aggregate of the total number of Board meetings and the total number of meetings held by all committees of the Board on which he or she then served.

Director Compensation

Under the Company's 1993 Director Stock Option Plan (the "Director Option Plan"), each director who is not also an employee of the Company or any subsidiary of the Company receives on the date of each annual meeting of stockholders a nonstatutory option to purchase 11,250 shares of Common Stock at an exercise price which is equal to the fair market value of the Common Stock on the date of grant. Pursuant to the Director Option Plan, in fiscal 2001, Mr. McNamee, Ms. Kahn and Ms. Tran each received an option to purchase 11,250 shares of Common Stock at an exercise price of $27.563 per share. In addition, each director who is not also an employee of the Company or any subsidiary of the Company receives a retainer of $5,000 per year for serving on the Board of Directors, plus $1,000 for attendance at each full meeting of the Board of Directors and $500 for attendance at each meeting of a committee on which the director serves, which meeting is not coincident with a Board of Directors meeting. Mr. Bardos has unconditionally waived his right to participate in the Director Option Plan and has also declined cash compensation as an outside director.

Executive Compensation

Summary Compensation

The following table sets forth certain information concerning the compensation earned in each of the last three fiscal years by (i) the Company's Chief Executive Officer during fiscal 2001, and (ii) the Company's four most highly compensated executive officers other than the Chief Executive Officer during fiscal 2001 who were serving as executive officers of the Company on September 30, 2001 and whose salary and bonus during fiscal 2001 exceeded $100,000 (the "Named Executive Officers").

SUMMARY COMPENSATION TABLE
	Annual Compensation (1)			Long-Term Compensation Awards
Name and Principal Position (2)	Year	Salary ($)	Bonus ($) (3)	Securities Underlying Options (#) (4)	All Other Compen- sation ($)
Mark P. Cattini ...............................	2001	273,222	93,424	75,000	5,250	(5)
President and Chief Executive Officer	2000	158,000	237,901	56,250	5,250
	1999	145,083	196,986	22,500	1,000
John C. Cavalier .............................	2001	275,000	48,125	-	39,217	(6)
Co-Chairman	2000	275,000	275,002	-	40,217
	1999	272,917	275,438	225,000	121,153
Michael D. Marvin ..........................	2001	125,000	-	-	2,880	(5)
Co-Chairman	2000	125,000	-	-	2,880
	1999	125,000	-	-	1,000
D. Joseph Gersuk.............................	2001	230,000	59,513	20,000	6,290	(5)
Executive Vice President, Treasurer and	2000	219,500	115,791	52,500	4,210
Chief Financial Officer	1999	209,000	94,052	-	1,000
Michael J. Hickey ...........................	2001	175,000	75,000	22,500	5,352	(5)
Executive Vice President - Worldwide	2000	141,250	182,849	56,250	5,148
Sales and Marketing	1999	122,917	132,917	22,500	1,000
George C. Moon ...........................	2001	156,089	36,462	11,250	2,076	(7)
Group Vice President of R&D and Chief	2000	142,736	64,232	22,500	1,478
Technology Officer	1999	127,304	55,097	11,250	915

(1)	In accordance with the rules of the Securities and Exchange Commission, other compensation in the form of perquisites and other personal benefits has been omitted in those instances where the aggregate amount of such perquisites and other personal benefits constituted less than the lesser of $50,000 or 10% of the total of annual salary and bonus for the Named Executive Officer for such year.
(2)	Principal position as of September 30, 2001.
(3)	Represents amounts earned under the Company's incentive compensation programs.
(4)	Reflects the grant of options to purchase Common Stock. The Company has never granted any stock appreciation rights.
(5)	Represents Company contribution to employee's 401(k) account.
(6)	Of this amount, $35,000 represents payment of life insurance premiums in accordance with his employment agreement and $4,217 represents the Company contribution to employee's 401(k) account
(7)	Represents Company contribution to employee's Canadian RRSP account.

Option Grants, Exercises and Year-End Values

The following tables set forth certain information concerning option grants and exercises by the Named Executive Officers during fiscal year ended September 30, 2001 and the number and value of the unexercised options held by such persons on September 30, 2001.

OPTION GRANTS IN THE LAST FISCAL YEAR
	Individual Grants
Name	Number of Securities Underlying Options Granted (#)		Percent of Total Options Granted to Employees in Fiscal Year	Exercise or Base Price ($/Sh)	Expiration Date	Potential Realizable Value at Assumed Annual Rate of Stock Price Appreciation for Option Term (2)
						5%($)	10%($)
Mark P. Cattini ..........	75,000	(1)	12.9%	$34.188	1/22/11	$1,612,549	$4,086,515
John C. Cavalier..........	-		-	-	-	-	-
Michael D. Marvin ......	-		-	-	-	-	-
D. Joseph Gersuk.........	20,000	(1)	3.4%	$28.266	3/1/11	$355,527	$900,974
Michael J. Hickey.........	22,500	(1)	3.8%	$28.266	3/1/11	$399,968	$1,013,596
George C. Moon..........	11,250	(1)	1.9%	$28.266	3/1/11	$199,984	$506,798

(1)

Each option vests over a four year period with one quarter vesting after the first year and thereafter the options vest monthly until fully vested after four years.

(2)

Amounts represent hypothetical gains that could be achieved for the option if exercised at the end of the option term. These gains are based on assumed rates of stock appreciation of 5% and 10% compounded annually from the date the respective options were granted to their expiration date. 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.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
			Number of Securities Underlying Unexercised Options at Fiscal Year-End (#)	Value of Unexercised In-the-Money Options at Fiscal Year-End ($)(1)
Name	Shares Acquired on Exercise (#)	Value Realized ($)	Exercisable/ Unexercisable	Exercisable/ Unexercisable
Mark P. Cattini ..........	24,000	$739,152	37,873/142,499	$44,327/$47,281
John C. Cavalier............	168,750	$5,189,208	0/168,750	$0/$294,384
Michael D. Marvin.......	58,750	$1,199,581	31,250/0	$84,028/$0
D. Joseph Gersuk...........	110,000	$3,014,543	57,483/55,017	$201,886/$0
Michael J. Hickey..........	36,000	$1,128,161	19,388/81,561	$37,377/$19,591
George C. Moon.........	37,000	$1,352,834	38,001/33,749	$57,657/$3,562

_____________________

(1) Based on the fair market value of the Common Stock on September 28, 2001 ($7.30), less the option exercise price.

Certain Relationships and Related Transactions

In September 1996, the Company entered into an employment agreement with Mr. Marvin (the "Marvin Agreement"). Under the Marvin Agreement, as amended, Mr. Marvin is employed by the Company as Chairman. Effective January 1, 2001 he became Co-Chairman of the Company. The Marvin Agreement shall remain in effect until the Board of Directors determines that Mr. Marvin's services are no longer required, and the Company may terminate Mr. Marvin's employment for cause or in the event of his disability. Under the Agreement, Mr. Marvin's annual salary is set at $250,000, and he was granted an option to purchase 56,250 shares of Common Stock. Effective February 1, 1998, Mr. Marvin unilaterally reduced his annual salary to $125,000. Mr. Marvin will not stand for re-election at the Company's February 13, 2002 Annual Meeting.

In November 2000, the Company entered into a new employment agreement with Mr. Cavalier (the "Cavalier Agreement"). Under the Cavalier Agreement, Mr. Cavalier was employed by the Company as Chief Executive Officer until December 31, 2000 and effective January 1, 2001 he became Co-Chairman of the Board of Directors. Mr. Cavalier's base salary was set at $275,000 through October 31, 2001, and he was eligible to receive incentive compensation through the quarter ending December 31, 2000 only, based on the previous employment agreement formula which provides that an additional one-half of annual base salary may be earned, payable quarterly, for achieving targeted Company and personal objectives. Subsequent to October 31, 2001, Mr. Cavalier shall continue as Co-Chairman of the Board and as an employee of the Company, serving at the pleasure of the Board and the Company, and shall receive a base annual salary of $137,500. In addition, under the Cavalier Agreement, the Company has agreed to purchase such additional medical, disability, life insurance and any other fringe benefit programs of Mr. Cavalier's choosing, up to a combined maximum amount of $35,000 per year. Upon a change in control of the Company in which Mr. Cavalier is not offered employment in a position equivalent to his then current position, Mr. Cavalier's unexpired and unvested options to purchase common stock of the Company may be exercisable immediately as of the date of such change in control. Mr. Cavalier will become Chairman as of February 13, 2002.

In January 2001, the Company entered into an employment agreement with Mr. Cattini (the "Cattini Agreement"). Under the Cattini Agreement, Mr. Cattini is employed by the Company as President and Chief Executive Officer for a term commencing January 1, 2001 and ending December 31, 2003. Mr. Cattini's base salary is set at $250,000 (retroactive to October 1, 2000), and he is eligible to receive incentive compensation of up to one half his annual base salary, payable quarterly, upon the achievement of certain company and individual objectives, and additional compensation for achieving above targeted objectives. Additionally, in January 2001 Mr. Cattini was granted a stock option for 75,000 shares. In the event that Mr. Cattini's employment is terminated by the Company for a reason other than cause, Mr. Cattini shall be reimbursed up to $150,000 for the receipted expenses of moving his household and family from New York to the United Kingdom. Additionally, if Mr. Cattini's employment is terminated by the Company for a reason other than cause or if Mr. Cattini terminates his employment for Good Reason as defined in the Cattini Agreement, he shall receive, in a lump sum, his full base salary due to the end of the contract period, but not less than one year of salary regardless of the number of months remaining under the Agreement, together with any incentive compensation earned as of the date of termination. Upon a change in control of the Company in which Mr. Cattini is not the surviving CEO, Mr. Cattini shall be paid a sum equal to an average of his previous one year base salary and bonuses, the Company shall continue for a period of one year Mr. Cattini's life and health insurance, and all unexpired and unvested stock options to purchase common stock of the Company shall be exercisable immediately as of the date of such change in control.

In April 2000, the Company entered into a new employment agreement with Mr. Gersuk (the "Gersuk Agreement"). Under the Gersuk Agreement, Mr. Gersuk is employed by the Company as Executive Vice President, Chief Financial Officer and Treasurer for a term commencing on April 1, 2000 and ending on March 31, 2002. Mr. Gersuk's base salary is set at $230,000 and he is eligible to receive targeted bonuses equal to 50% of his base salary upon the achievement of certain Company and individual objectives and additional compensation for achieving above targeted objectives as outlined each fiscal year in Mr. Gersuk's approved incentive compensation plan. Mr. Gersuk's compensation is to be reviewed annually. In addition, in March 2001 Mr. Gersuk was granted an option to purchase 20,000 shares of Common Stock. Mr. Gersuk's employment may be terminated by the Company prior to March 31, 2002 for cause. In the event of a disability which prohibits Mr. Gersuk from performing his duties for a continuous period of three months, the Company may terminate the Gersuk Agreement, provided, however, that Mr. Gersuk will continue to receive his salary, reduced by any amounts paid under the Company's disability insurance policies. In the event that Mr. Gersuk's employment is terminated for a reason other than cause, or of a change in control of the Company pursuant to which Mr. Gersuk's responsibilities and/or location are changed in a manner which he finds unacceptable (a "Termination Event"), Mr. Gersuk will receive (i) his base salary for the remainder of the term of the Gersuk Agreement if the termination is within the first year, and (ii) if the termination is within the second year of the Gersuk Agreement, the Company shall pay Mr. Gersuk $230,000. Upon a change in control of the Company in which Mr. Gersuk is not offered employment in a position equivalent to his present position, Mr. Gersuk's unexpired and unvested options to purchase common stock of the Company shall be exercisable immediately as of the date of such change in control. In addition, Mr. Gersuk would receive (i) his salary due for the remainder of the term of the Gersuk Agreement but in any event not less than one full year of salary regardless of the remaining number of months under the Gersuk Agreement and (ii) an additional payment that is equal to the average of the incentive compensation paid to Gersuk during the preceding two full contract employment years divided by twelve and multiplied by the months remaining in the term of the Gersuk Agreement.        

In May 2001, the Company entered into an Employment Agreement with Mr. Hickey (the "Hickey Agreement"). Under the Hickey Agreement, Mr. Hickey is employed by the Company as Executive Vice President, Sales and Marketing, for a term commencing May 1, 2001 and ending April 30, 2004. Mr. Hickey's annual base salary is set at $175,000, and he is eligible to receive targeted incentive compensation of 85.7% of his annual base salary, payable quarterly, upon achievement of certain Company objectives and additional compensation for achieving above targeted objectives as outlined each fiscal year in Mr. Hickey's approved incentive compensation plan. Additionally, in March 2001, Mr. Hickey was granted a stock option for 22,500 shares. In the event that Mr. Hickey's employment is terminated by the Company for a reason other than cause or if Mr. Hickey terminates his employment for Good Reason as defined in the Hickey Agreement, he shall receive his full base salary due to the end of the contract period, but not less than one year of salary regardless of the number of months remaining under the Agreement. Upon a change in control of the Company in which Mr. Hickey is not offered an equivalent position, Mr. Hickey shall be paid a sum equal to his previous one year base salary and bonuses, the Company shall continue for a period of one year Mr. Hickey's life and health insurance, and all unexpired and unvested stock options to purchase common stock of the Company shall be exercisable immediately as of the date of such change in control.

In February 2000, the Company entered into an employment agreement with Mr. Moon (the "Moon Agreement"). Under the Moon Agreement, Mr. Moon is employed by the Company as Group Vice President R&D and Chief Technology Officer for a term commencing February 1, 2000 and ending January 31, 2002. Mr. Moon's annual salary is $156,000 and he is eligible to receive targeted bonuses of 45% of his base salary upon the achievement of certain company objectives and additional compensation for achieving above targeted objectives as outlined in the Moon Agreement. Additionally, in March 2001 Mr. Moon was granted a stock option for 11,500 shares. In the event Mr. Moon's employment is terminated by the Company for a reason other than cause, or if Mr. Moon terminates his employment for Good Reason as defined in the Moon Agreement, he shall receive his full base salary due to the end of the contract period, but not less than nine months of salary regardless of the number of months remaining under the Agreement. Upon a change in control of the Company in which Mr. Moon is not offered an equivalent position, all unexpired and unvested stock options to purchase common stock of the Company shall be exercisable immediately as of the date of such change in control.

Section 16(a) Beneficial Ownership Reporting Compliance

Based solely on its review of copies of reports filed by Reporting Persons pursuant to Section 16(a) of the Exchange Act or written representations from certain Reporting Persons that no Form 5 filing was required for such persons, the Company believes that during fiscal 2001 all filings required to be made by its Reporting Persons were timely made in accordance with the requirements of the Exchange Act, except that in January 2001, Mr. Hickey filed two late Forms 4 reporting one grant of options to his spouse to purchase Common Stock in October 2000 and one option exercise by his spouse in November 2000. Mr. Hickey disclaims beneficial ownership of these options.

     Compensation Committee Interlocks and Insider Participation

Messrs. Marvin and McNamee and Ms. Kahn each served as a member of the Compensation Committee during fiscal 2001. Ms. Kahn was appointed to the Compensation Committee on February 8, 2001 to replace Mr. Perakis who resigned from the Board. Mr. Perakis served on the Compensation Committee through February 8, 2001. Mr. Marvin serves as the Co-Chairman of the Board of the Company and previously served at various times as the Chief Executive Officer and President of the Company. Mr. Marvin will not stand for re-election at the Company's February 13, 2002 Annual Meeting.

REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

The Company's executive compensation program is administered by the Compensation Committee. The Company's executive compensation program, consisting of base salaries, bonus awards and stock option grants, is designed to attract, retain and reward executives who are responsible for leading the Company in achieving its business objectives. The Compensation Committee establishes the compensation of the Chief Executive Officer. All decisions regarding the compensation of other executive officers were reviewed with the Compensation Committee and then by the full board.

   Compensation Philosophy

The Company's executive compensation philosophy is based on the belief that competitive compensation is essential to attract, motivate and retain highly qualified employees. The Company's policy is to provide total compensation that is competitive for comparable work and comparable corporate performance. The compensation program includes both motivational and retention-related compensation components. Bonuses are included to encourage effective performance relative to current plans and objectives. Stock options are included to help retain productive people and to more closely align their interests with those of stockholders.

In executing its compensation policy, the Company seeks to relate compensation with the Company's financial performance and business objectives, reward high levels of individual performance and tie a significant portion of total executive compensation to the performance of the Company. While compensation survey data are useful guides for comparative purposes, the Company believes that a successful compensation program also requires the application of judgment and subjective determinations of individual performance, and the Compensation Committee applies judgment in reconciling the program's objectives with the realities of retaining valued employees.

   Executive Compensation Program

Annual compensation for the Company's executives consists of three principal elements -- base salary, cash bonus awards and stock options.

Base Salary

In setting the annual cash compensation for Company executives, the Compensation Committee reviews compensation for comparable positions in a group of software companies selected by the Committee for comparison purposes. Software industry compensation surveys and outside compensation consulting firms are used as well. The Compensation Committee and the Board also compare the Company's pay practices with other software companies through review of survey and proxy data.

Increases in annual base salary are based on a review and evaluation of the performance of the operation or activity for which the executive has responsibility, the impact of that operation or activity on the Company and the skills and experience required for the job, coupled with a comparison of these elements with similar elements for other executives both within and outside the Company.

Cash Bonus Awards

The cash bonus awards for each executive are tied to financial and other performance objectives and targets, fixed by the Board of Directors for the Chief Executive Officer, and by the Chief Executive Officer for the other executive officers. During fiscal 2001, bonus awards were based principally on the Company's achievement of its goals relating to earnings per share. In addition, the Chief Executive Officer set personal objectives for the other executive officers who receive cash bonuses and made a subjective determination of the extent to which such personal objectives were achieved by each executive during fiscal 2001.

Equity Ownership

Total compensation at the executive level also includes long-term incentives afforded by stock options. The purpose of the Company's stock option program is to (i) reinforce the mutuality of long-term interests between employees and the stockholders and (ii) assist in the attraction and retention of executives, key managers and individual contributors who are essential to the Company's success.

The Company's stock option program includes multi-year vesting periods to optimize the retention value of these options and to orient the Company's executives and managers to longer-term success. Generally, all stock options granted prior to July 1996 vest over a five-year period following the date of grant. In July 1996, the Board of Directors approved a change in the vesting period for all options to be granted under the 1993 Stock Incentive Plan from five years to vesting in equal annual installments over a four-year period following the date of grant. In October 2000, the Board of Directors approved a change in the vesting period for all options to be granted under the 1993 Stock Incentive Plan, from equal vesting over a four-year period following the date of grant to one-quarter vesting after one year from the date of grant and thereafter the options vest at the end of each succeeding month at the rate of 1/48 of the original number of options per month until fully vested after four years. Unvested options are immediately forfeited upon an employee leaving the Company. The size of the stock option awards is generally intended to reflect the significance of the recipient's current and anticipated contributions to the Company. Since the Company's initial public offering in February 1994, the exercise price of options granted by the Company has been 100% of the fair market value per share on the date of grant. A recipient's existing equity interest in the Company generally is taken into account when determining the size of an option grant. The Company also has an employee stock purchase plan, which is available to all of its full-time employees, including executives but exclusive of any employee who owns, or would own after purchase under this plan, 5% or more of the total combined voting power or value of the stock of the Company or of any subsidiary. Such plan generally permits employees to purchase shares at a discount of 15% from the lesser of the fair market value at the beginning or end of an offering period.

In fiscal 2001, pursuant to the 1993 Stock Incentive Plan, Mr. Cattini, the Company's President and Chief Executive Officer, received an option to purchase 75,000 shares of Common Stock at an exercise price of $34.188 per share; Mr. Gersuk, the Company's Executive Vice President and Chief Financial Officer, received an option to purchase 20,000 shares of Common Stock at an exercise price of $28.266 per share; Mr. Hickey, the Company's Executive Vice President-Worldwide Sales and Marketing, received an option to purchase 22,500 shares of Common Stock at an exercise price of $28.266 per share; and Mr. Moon, the Company's Group Vice President of R&D and Chief Technology Officer, received an option to purchase 11,250 shares of Common Stock at an exercise price of $28.266 per share.

Chief Executive Officer Fiscal 2001 Compensation

Mr. Cattini served as Chief Executive Officer of the Company beginning January 1, 2001. The Compensation Committee set Mr. Cattini's base salary on that date at $250,000, which was considered to be a salary level competitive with that of comparable companies. Mr. Cattini was also awarded a bonus of $93,424 for fiscal 2001 based upon the achievement of certain objectives. These objectives generally related to the Company achieving certain targeted revenue and profit goals. Additionally, Mr. Cattini received an option to purchase 75,000 shares of Common Stock. Mr. Cavalier also served as Chief Executive Officer through December 31, 2000. Pursuant to his employment contract his base salary was set at $275,000 annually through October 31, 2001 with incentive compensation payable quarterly through the quarter ending December 31, 2000 only.

Compliance with Internal Revenue Code Section 162(m)

The Compensation Committee periodically reviews the potential consequences of Section 162(m) of the Internal Revenue Code (the "Code") and may structure the performance-based portion of its executive compensation to comply with certain exemptions to Section 162(m). However, the Compensation Committee reserves the right to use its judgment to authorize compensation payments that do not comply with the exemptions to Section 162(m) when the Compensation Committee believes such payments are appropriate and in the best interests of the stockholders, after taking into account changing business conditions or the officer's performance.

Joni Kahn, Chairperson of the Compensation Committee
George C. McNamee
Michael D. Marvin

COMPARATIVE STOCK PERFORMANCE

The following graph compares the cumulative total stockholder return on the Company's Common Stock with the cumulative return of (i) the CRSP Total Return Index for the Nasdaq National Market (U.S. & Foreign Companies) (the "CRSP Nasdaq Index") and (ii) the CRSP Nasdaq Total Return Industry Index for Nasdaq Computer & Data Processing Service Stocks (the "CRSP Computer & Data Index"). This graph assumes the investment of $100 on September 30, 1996 in the Company's Common Stock, the CRSP Nasdaq Index and the CRSP Computer & Data Index and assumes dividends are reinvested. Measurement points are September 30, 1996, 1997, 1998, 1999, 2000 and 2001.

	Sept. 30, 1996	Sept. 30, 1997	Sept. 30, 1998	Sept. 30, 1999	Sept. 30, 2000	Sept. 30, 2001
MapInfo Corporation	$100	$96	$100	$183	$679	$158
CRSP Nasdaq Index	$100	$137	$139	$228	$302	$124
CRSP Computer & Data Index	$100	$135	$175	$298	$374	$134

PROPOSAL NO. 2 - APPROVAL OF AMENDMENT TO 1993 STOCK INCENTIVE PLAN

The Board of Directors believes that the continued growth and profitability of the Company depends, in large part, upon the ability of the Company to maintain a competitive position in attracting and retaining key personnel. As of October 31, 2001, 567,176 shares were available for future Awards (as defined below) under the Company's 1993 Stock Incentive Plan (as amended, the "1993 Plan"). Accordingly, on November 8, 2001, the Board of Directors adopted, subject to stockholder approval, an amendment to the 1993 Plan that increased from 4,781,250 to 5,281,250 the number of shares of Common Stock available for issuance under the 1993 Plan (subject to a proportionate adjustment for certain changes in the Company's capitalization, such as a stock split).

The Board of Directors recommends a vote "FOR" the approval of the amendment to the 1993 Plan.

The following is a brief summary of the provisions of the 1993 Plan. This summary is qualified in all respects by reference to the full text of the 1993 Plan.

The 1993 Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, performance shares and awards of restricted stock and unrestricted stock ("Awards"). Currently, an aggregate of 4,781,250 shares of Common Stock may be issued pursuant to the 1993 Plan. As of October 31, 2001, options to purchase 2,263,807 shares of the Company's Common Stock were outstanding under the 1993 Plan, options to purchase 1,950,267 shares had been exercised and 567,176 shares were available for grant under the Plan. The 1993 Plan provides that the maximum number of shares of Common Stock with respect to which options may be granted to any employee may not exceed 200,000 during any calendar year. No Award may be made under the 1993 Plan after November 23, 2003, but Awards previously granted may extend beyond that date. The 1993 Plan contains provisions relating to the disposition of Awards in the event of certain mergers, acquisitions and other extraordinary corporate transactions involving the Company. In the event of such corporate transactions, the board of directors of the Company or of an acquiring company, may, at its discretion, take any one or more of the following actions: (i) provide that all outstanding awards shall be assumed or substantially equivalent awards of the acquiring company substituted; (ii) upon written notice, provide that all unexercised awards will terminate unless exercised; (iii) provide for cash payment to participants in exchange for the termination of awards; and (iv) provide that outstanding awards shall become exercisable prior to the effective date of the acquisition.

The 1993 Plan is administered by the Board of Directors of the Company and the Compensation Committee of the Board of Directors. The Board has the authority to adopt, amend and repeal the administrative rules, guidelines and practices relating to the 1993 Plan, to interpret the provisions of the 1993 Plan and to terminate the 1993 Plan. The Board also has the authority to grant Awards under the 1993 Plan and to accelerate, waive or amend certain provisions of outstanding Awards. Pursuant to the terms of the 1993 Plan, the Board has appointed the Compensation Committee to administer certain aspects of the 1993 Plan, and the Compensation Committee has appointed a subcommittee to authorize the grant of options to Reporting Persons and other members of the executive team. No amendment to the 1993 Plan may be made without shareholder approval if such approval is necessary to comply with any applicable tax or regulatory requirement, including any requirements for compliance with Rule 16b-3 of the Exchange Act ("Rule 16b-3").

   Description of Awards under the 1993 Plan

Incentive Stock Options and Nonstatutory Options.        Optionees receive the right to purchase a specified number of shares of Common Stock at an option price and subject to such terms and conditions as are specified at the time of the grant. Incentive stock options and options that the Board of Directors or Compensation Committee intend 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 10% or more of the voting stock of the Company). All other options may be granted at an exercise price that may be less than, equal to or greater than the fair market value of the Common Stock on the date of grant.

Stock Appreciation Rights and Performance Shares.        A stock appreciation right is the right to receive any excess in value of shares of Common Stock over the exercise price awarded to a participant. A performance share award entitles the recipient to acquire shares of Common Stock upon the attainment of specified performance goals.

Restricted and Unrestricted Stock.        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 at their purchase price from the recipient in the event that the conditions specified in the applicable stock award are not satisfied prior to the end of the applicable restriction period established for such award. The Company may also grant (or sell at a purchase price not less than 85% of the fair market value on the date of such sale) to participants shares of Common Stock free of any restrictions under the 1993 Plan.

All of the employees, officers, directors, consultants and advisors of the Company and its subsidiaries who are expected to contribute to the Company's future growth and success, other than persons who have irrevocably elected not to be eligible, are eligible to participate in the 1993 Plan. Incentive stock options, however, may only be granted to persons eligible to receive incentive stock options under the Code. As of October 31, 2001, approximately 750 employees, including officers of the Company, were eligible to receive Awards under the 1993 Plan. As of December 17, 2001, the market value of the Company's Common Stock was $14.67 per share.

The granting of Awards under the 1993 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. Since the adoption of the 1993 Stock Incentive Plan, the following persons and groups received options to purchase the number of shares listed: Mr. Cavalier, the Company's Co-Chairman - 675,000 shares; Mr. Cattini, the Company's President and Chief Executive Officer - 238,125 shares; Mr. Gersuk, the Company's Executive Vice President, Treasurer and Chief Financial Officer - 297,500 shares; Mr. Hickey, the Company's Executive Vice President - Worldwide Sales and Marketing - 158,625 shares; Mr. Moon, the Company's Group Vice President, R&D - 123,750 shares; Mr. Marvin, the Company's Co-Chairman - 56,250 shares; and all current executive officers as a group - 1,549,250 shares. No other nominee for director, and no associate of any of such directors, executive officers or nominees, has received any options under the 1993 Stock Incentive Plan. No persons other than Mr. Cavalier, Mr. Cattini and Mr. Gersuk have received options to purchase greater than 5% of the shares issued under this plan. Current employees of the Company, including executive officers, have received options to purchase an aggregate of 4,214,074 shares under this plan.

   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 1993 Plan and with respect to the sale of Common Stock acquired under the 1993 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 at least 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 at least 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 in an amount equal to the difference between the exercise price and 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.

Nonstatutory Stock Options. As in the case of an incentive stock option, a participant will not recognize taxable income upon the grant of a nonstatutory stock option. Unlike the case of an incentive stock option, however, a participant who exercises a nonstatutory stock option generally will recognize ordinary compensation income in an amount equal to the difference between the fair market value of the Common Stock acquired through the exercise of the option ("NSO Stock") on the Exercise Date and 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 difference between the sale price of the NSO Stock and 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.

Stock Appreciation Rights. A participant will not recognize taxable income upon the grant of a stock appreciation right under the 1993 Plan. Instead, a participant generally will recognize as ordinary compensation income any cash delivered and the fair market value of any Common Stock delivered in payment of an amount due under a stock appreciation right.

Upon selling any Common Stock received by a participant in payment of an amount due under a stock appreciation right, the participant generally will recognize a capital gain or loss in an amount equal to the difference between the sale price of the Common Stock and the participant's tax basis in the Common Stock. This capital gain or loss will be a long-term gain or loss if the participant has held the Common Stock for more than one year prior to the date of the sale.

Performance Shares. A participant will not recognize taxable income upon the grant of a performance share Award under the 1993 Plan. Instead, a participant generally will recognize as ordinary compensation income the fair market value of any Common Stock delivered in accordance with the terms of the performance share Award.

Upon selling any Common Stock received by a participant under the terms of a performance share Award, the participant generally will recognize a capital gain or loss in an amount equal to the difference between the sale price of the Common Stock and the participant's tax basis in the Common Stock. This capital gain or loss will be a long-term gain or loss if the participant has held the Common Stock for more than one year prior to the date of the sale.

Restricted Stock. 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 compensation 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. For this purpose, the holding period shall begin just after the date on which the forfeiture provisions or restrictions lapse if a Section 83(b) Election is not made, or just after the Award is granted if a Section 83(b) Election is made.

Tax Consequences to the Company. The grant of an Award under the 1993 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 1993 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 1993 Plan, including as a result of the exercise of a nonstatutory stock option, a Disqualifying Disposition, or a Section 83(b) Election. Any such deduction will be subject to the limitations of Section 162(m) of the Code.

PROPOSAL NO. 3 - APPROVAL OF AMENDMENT TO 1993
EMPLOYEE STOCK PURCHASE PLAN

The Board of Directors believes that the continued growth and profitability of the Company depends, in large part, upon the ability of the Company to maintain a competitive position in attracting and retaining qualified personnel. As of October 31, 2001, 96,356 shares were available for future purchases under the Company's 1993 Employee Stock Purchase Plan (the "1993 Stock Purchase Plan"). Accordingly, on November 8, 2001, the Board of Directors adopted, subject to shareholder approval, an amendment to the 1993 Stock Purchase Plan that increased from 1,012,500 to 1,312,500 the number of shares of Common Stock available for purchase by employees under the 1993 Stock Purchase Plan.

The Board of Directors recommends a vote "FOR" the approval of the amendment to the 1993 Stock Purchase Plan.

The following is a brief summary of the provisions of the 1993 Stock Purchase Plan.

The 1993 Stock Purchase Plan provides eligible employees of the Company with opportunities to purchase shares of Common Stock at a discounted price. The 1993 Stock Purchase Plan is implemented through offerings, each approximately six months in length. The Board may specify a shorter period, or a longer period of less than twelve months.

Each employee of the Company and its eligible subsidiaries, including an officer or director who is also an employee, is eligible to participate in the 1993 Stock Purchase Plan, provided he or she (i) is employed by the Company or any eligible subsidiary on the applicable offering commencement date, (ii) is regularly employed by the Company or any eligible subsidiary for 25 or more hours per week and for more than five months in a calendar year and (iii) has been employed by the Company or any eligible subsidiary for at least three months (or such period as may be determined by the Board or the Compensation Committee) prior to enrolling in the 1993 Stock Purchase Plan. An employee may elect to have a whole number percentage from 1% to up to 10% withheld from his or her base pay for purposes of purchasing shares under the 1993 Stock Purchase Plan, subject to certain limitations on the maximum number of shares that may be purchased. The price at which shares may be purchased during each offering will be the lower of (i) 85% of the closing price of the Common Stock as reported on the Nasdaq National Market on the date that the offering commences or (ii) 85% of the closing price of the Common Stock as reported on the Nasdaq National Market on the date that the offering terminates.

The 1993 Stock Purchase Plan is administered by the Board of Directors of the Company and the Compensation Committee of the Board of Directors. The Board and the Compensation Committee have the authority to make rules and regulations for the administration of the 1993 Stock Purchase Plan. The Board may at any time terminate or amend the 1993 Stock Purchase Plan, provided that no such amendment may be made without prior approval of the stockholders of the Company if such approval is required by Rule 16b-3 or Section 423 of the Code, and in no event may any amendment be made which would cause the 1993 Stock Purchase Plan to fail to comply with Section 16 of the Exchange Act and the rules promulgated thereunder or Section 423 of the Code. The 1993 Stock Purchase Plan contains provisions relating to the disposition of options in the event of certain mergers, acquisitions and other extraordinary corporate transactions involving the Company.

As of October 31, 2001, approximately 750 employees were eligible to participate in the 1993 Stock Purchase Plan.

The purchase of shares under the 1993 Stock Purchase Plan is discretionary, and the Company cannot now determine the number of shares to be purchased in the future by any particular person or group. Since the adoption of the 1993 Stock Purchase Plan, the following persons and groups have purchased the number of shares listed: Mr. Cattini, the Company's President and Chief Executive Officer - 19,490 shares; Mr. Hickey, the Company's Executive Vice President - Worldwide Sales and Marketing - 5,153 shares; Mr. Gersuk, the Company's Executive Vice President, Treasurer and Chief Financial Officer - 26,467 shares; Mr. Moon, the Company's Group Vice President, R&D and Chief Technology Officer - 1,830 shares; Mr. Cavalier, the Company's Co-Chairman - 2,021 shares; Mr. Marvin, the Company's Co-Chairman - 21,395 shares; and all current executive officers as a group - 76,356 shares. No other nominee for director, and no associate of any of such directors, executive officers or nominees, has purchased any shares under the 1993 Stock Purchase Plan. No person has purchased greater than 5% of the shares issued under this plan. Current employees of the Company have purchased an aggregate of 579,200 shares under this plan.

   Federal Income Tax Consequences

Tax Consequences to Participants. In general, a participant will not recognize taxable income upon enrolling in the 1993 Stock 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 1993 Stock 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 the 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:

(i)	the excess of the fair market value of the Common Stock on the Grant Date over the price at which the participant purchased the Common Stock; and
(ii)	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 the 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 1993 Stock 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 1993 Stock 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                

PROPOSAL NO. 4 - RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS

The Board of Directors, at the recommendation of the Audit Committee, has selected the firm of PricewaterhouseCoopers LLP as the Company's independent accountants for the current fiscal year. PricewaterhouseCoopers LLP (previously Coopers & Lybrand L.L.P.) has served as the Company's independent accountants since inception. Although stockholder approval of the Board of Directors' selection of PricewaterhouseCoopers LLP is not required by law, the Board of Directors believes that it is advisable to give stockholders an opportunity to ratify this selection. If this proposal is not approved at the Annual Meeting, the Board of Directors will reconsider its selection of PricewaterhouseCoopers LLP. Representatives of PricewaterhouseCoopers LLP are expected to be present at the Annual Meeting and will have the opportunity to make a statement if they desire to do so and will also be available to respond to appropriate questions from stockholders.

Audit Fees

PricewaterhouseCoopers LLP billed the Company an aggregate of $158,000 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 September 30, 2001.

Financial Information Systems Design and Implementation Fees

PricewaterhouseCoopers LLP did not bill the Company for any professional services rendered to the Company and its affiliates for the fiscal year ended September 30, 2001 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

PricewaterhouseCoopers LLP billed the Company an aggregate of $364,000 in fees for other services rendered to the Company and its affiliates for the fiscal year ended September 30, 2001.

The Audit Committee considered and determined that the provision of non-audit services provided by PricewaterhouseCoopers LLP is compatible with maintaining the firm's independence.

The Board of Directors recommends a vote "FOR" the ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent accountants.

STOCKHOLDER PROPOSALS

Proposals of stockholders made in accordance with Rule 14a-8 of the Exchange Act and intended to be presented at the 2003 Annual Meeting of Stockholders must be received by the Company at its principal office in Troy, New York no later than September 5, 2002 for inclusion in the proxy statement for that meeting. In addition, the Company's By-laws require that the Company be given advance notice of stockholder nominations for election to the Company's Board of Directors and of other matters which stockholders wish to present for action at an annual meeting of stockholders (other than matters included in the Company's proxy statement in accordance with Rule 14a-8). The required notice must be made in writing, include the information required by the By-Laws, be delivered or mailed by first class United States mail, postage prepaid, to the Secretary of the Company at the principal offices of the Company, and be received not less than 60 days nor more than 90 days prior to the 2002 Annual Meeting; provided, however, that if less than 70 days notice or prior public disclosure of the date of the meeting is given to stockholders, such nomination or other proposal shall have been mailed or delivered to the Secretary not later than the close of business on the 10th day following the date on which the notice of the meeting was mailed or such public disclosure made, whichever occurs first. While the Company has not yet set the date of the 2003 Annual Meeting, assuming it was held on February 13, 2003 (the same day as this year's meeting), notice of a stockholder proposal or director nomination would need to be made no earlier than November 15, 2002 and no later than December 15, 2002. Any stockholder proposal must also comply with the other applicable provisions of the Company's Certificate of Incorporation and By-laws and the Exchange Act. No stockholder proposal is required to be considered unless it is presented in accordance with the foregoing requirements.

OTHER MATTERS

The Board of Directors does not know of any other matters which may come before the Annual Meeting. However, if any other matters are properly presented to the Annual 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, e-mail, telecopy and personal interviews, and the Company reserves the right to retain outside agencies for the purpose of soliciting proxies. Brokers, custodians and fiduciaries will be requested to forward proxy soliciting material to the owners of stock held in their names, and, as required by law, the Company will reimburse them for their out-of-pocket expenses in this regard.

By Order of the Board of Directors,

MIRIAM M. NETTER,
Secretary

January 3, 2002

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. ALTERNATIVELY, PLEASE VOTE OVER THE INTERNET OR BY TELEPHONE BY FOLLOWING THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD. PROMPT RESPONSE WILL GREATLY FACILITATE ARRANGEMENTS FOR THE ANNUAL MEETING AND YOUR COOPERATION WILL BE APPRECIATED. STOCKHOLDERS WHO ATTEND THE MEETING MAY VOTE THEIR STOCK PERSONALLY EVEN THOUGH THEY HAVE SENT IN THEIR PROXIES.

APPENDIX A

MapInfo Corporation

1993 Stock Incentive Plan

Section 1. Purpose

     The purpose of this 1993 Stock Incentive Plan (the "Plan") is to advance the interests of MapInfo Corporation by enhancing its ability to attract and retain key employees, consultants and others who are in a position to contribute to the Company's future growth and success.

Section 2. Definitions

     "Award" means any Option, Stock Appreciation Right, Performance Share, Restricted Stock or Unrestricted Stock awarded under the Plan.

     "Board" means the Board of Directors of the Company.

     "Code" means the Internal Revenue Code of 1986, as amended from time to time.

     "Committee" means a committee of not less than two members of the Board appointed by the Board to administer the Plan, provided that if and when the Common Stock is registered under Section 12 of the Securities Exchange Act of 1934, each member of the Committee shall be a "disinterested person" within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934 ("Rule 16b-3").

     "Common Stock" or "Stock" means the Common Stock, $.002 par value per share, of the Company.

     "Company" means MapInfo Corporation and, except where the content otherwise requires, all present and future subsidiaries of the Company as defined in Sections 424(f) of the Code.

     "Designated Beneficiary" means the beneficiary designated by a Participant, in a manner determined by the Board, to receive amounts due or exercise rights of the Participant in the event of the Participant's death. In the absence of an effective designation by a Participant, Designated Beneficiary shall mean the Participant's estate.

     "Fair Market Value" means, with respect to Common Stock or any other property, the fair market value of such property as determined by the Board in good faith or in the manner established by the Board from time to time.

     "Incentive Stock Option" means an option to purchase shares of Common Stock awarded to a Participant under Section 6 which is intended to meet the requirements of Section 422 of the Code or any successor provision.

     "Nonstatutory Stock Option" means an option to purchase shares of Common Stock awarded to a Participant under Section 6 which is not intended to be an Incentive Stock Option.

     "Option" means an Incentive Stock Option or a Nonstatutory Stock Option.

     "Participant" means a person selected by the Board to receive an Award under the Plan.

     "Performance Shares" mean shares of Common Stock which may be earned by the achievement of performance goals awarded to a Participant under Section 8.

     "Reporting Person" means a person subject to Section 16 of the Securities Exchange Act of 1934 or any successor provision.

     "Restricted Period" means the period of time selected by the Board during which shares subject to a Restricted Stock Award may be repurchased by or forfeited to the Company.

     "Restricted Stock" means shares of Common Stock awarded to a Participant under Section 9.

     "Stock Appreciation Right" or "SAR" means a right to receive any excess in Fair Market Value of shares of Common Stock over the exercise price awarded to a Participant under Section 7.

     "Unrestricted Stock" means shares of Common Stock awarded to a Participant under Section 9(c).

Section 3. Administration

     The Plan will be administered by the Board. The Board shall have authority to make Awards and to adopt, amend and repeal such administrative rules, guidelines and practices relating to the Plan as it shall deem advisable from time to time, and to interpret the provisions of the Plan. The Board's decisions shall be final and binding. No member of the Board shall be liable for any action or determination relating to the Plan made in good faith. 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 to Participants who are not Reporting Persons and all determinations under the Plan with respect thereto, provided that the Board shall fix the maximum amount of such Awards to be made by such executive officers and a maximum amount for any one Participant. To the extent permitted by applicable law, the Board may appoint a Committee to administer the Plan and, in such event, all references to the Board in the Plan shall mean such Committee or the Board. All decisions by the Board or the Committee pursuant to the Plan shall be final and binding on all persons having or claiming any interest in the Plan or in any Award.

Section 4. Eligibility

     All of the Company's employees, officers, directors, consultants and advisors who are expected to contribute to the Company's future growth and success, other than persons who have irrevocably elected not to be eligible, are eligible to be Participants in the Plan. Incentive Stock Options may be awarded only to persons eligible to receive Incentive Stock Options under the Code.

Section 5. Stock Available for Awards

     (a)     Subject to adjustment under subsection (b) below, Awards may be made under the Plan for up to 4,781,250¹ shares of Common Stock. If any Award in respect of shares of Common Stock expires or is terminated unexercised or is forfeited for any reason or settled in a manner that results in fewer shares outstanding than were initially awarded, the shares subject to such Award or so surrendered, as the case may be, to the extent of such expiration, termination, forfeiture or decrease, shall again be available for award under the Plan, subject, however, in the case of Incentive Stock Options, to any limitation required under the Code. Shares issued under the Plan may consist in whole or in part of authorized but unissued shares or treasury shares.

     (b)     In the event that the Board, in its sole discretion, determines that any stock dividend, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or other similar transaction affects the Common Stock such that an adjustment is required in order to preserve the benefits or potential benefits intended to be made available under the Plan, then the Board, subject, in the case of Incentive Stock Options, to any limitation required under the Code, shall equitably adjust any or all of (i) the number and kind of shares in respect of which Awards may be made under the Plan, (ii) the number and kind of shares subject to outstanding Awards, and (iii) the award, exercise or conversion price with respect to any of the foregoing, and if considered appropriate, the Board may make provision for a cash payment with respect to an outstanding Award, provided that the number of shares subject to any Award shall always be a whole number.

     (c)     The Board may grant Awards under the Plan in substitution for stock and stock based awards held by employees of another corporation who concurrently become employees of the Company as a result of a merger or consolidation of the employing corporation with the Company or a Subsidiary or the acquisition by the Company or a subsidiary of property or stock of the employing corporation. The substitute Awards shall be granted on such terms and conditions as the Board considers appropriate in the circumstances. The shares which may be delivered under such substitute Awards shall be in addition to the maximum number of shares provided for in Section 5(a) only to the extent that the substitute Awards are both (i) granted to persons whose relationship to the Company does not make (and is not expected to make) them Reporting Persons; and (ii) granted in substitution for awards issued under a plan approved, to the extent then required under Rule 16b-3, by the stockholders of the entity which issued such predecessor awards.

Section 6. Stock Options

     (a)  General.

___________________

1 Number revised to reflect 3 for 2 stock split in the form of a stock dividend effective 1/10/00 and the 3 for 2 stock split in the form of a stock dividend effective 9/28/00.

          (i)     Subject to the provisions of the Plan, the Board may award Incentive Stock Options and Nonstatutory Stock Options, and determine the number of shares to be covered by each Option, the option price therefor and the conditions and limitations applicable to the exercise of the Option. The terms and conditions of Incentive Stock Options shall be subject to and comply with Section 422 of the Code, or any successor provision, and any regulations thereunder.

          (ii)     The Board shall establish the exercise price at the time each Option is awarded. In the case of Incentive Stock Options, such price shall not be less than 100% of the Fair Market Value of the Common Stock on the date of award.

          (iii)     Each Option shall be exercisable at such times and subject to such terms and conditions as the Board may specify in the applicable Award or thereafter. The Board may impose such conditions with respect to the exercise of Options, including conditions relating to applicable federal or state securities laws, as it considers necessary or advisable.

          (iv)     Options granted under the Plan may provide for the payment of the exercise price by delivery of cash or check in an amount equal to the exercise price of such Options or, to the extent permitted by the Board at or after the award of the Option, by (A) delivery of shares of Common Stock of the Company owned by the optionee for at least six months (or such shorter period as is approved by the Board), valued at their Fair Market Value, (B) delivery of a promissory note of the optionee to the Company on terms determined by the Board, (C) delivery of an irrevocable undertaking by a broker to deliver promptly to the Company sufficient funds to pay the exercise price or delivery of irrevocable instructions to a broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price, (D) payment of such other lawful consideration as the Board may determine, or (E) any combination of the foregoing.

          (v)     The Board may provide for the automatic award of an Option upon the delivery of shares to the Company in payment of the exercise price of an Option for up to the number of shares so delivered.

          (vi)     The Board may at any time accelerate the time at which all or any part of an Option may be exercised.

     (b)  Incentive Stock Options.

          Options granted under the Plan which are intended to be Incentive Stock Options shall be subject to the following additional terms and conditions:

          (i)     All Incentive Stock Options granted under the Plan shall, at the time of grant, be specifically designated as such in the option agreement covering such Incentive Stock Options. The Option exercise period shall not exceed ten years from the date of grant.

          (ii)     If any employee to whom an Incentive Stock Option is to be granted under the Plan is, at the time of the grant of such option, the owner of stock possessing more than 10% of the total combined voting power of all classes of stock of the Company (after taking into account the attribution of stock ownership rule of Section 424(b) and of the Code), then the following special provisions shall be applicable to the Incentive Stock Option granted to such individual:

          (x)     The purchase price per share of the Common Stock subject to such Incentive Stock Option shall not be less than 110% of the Fair Market Value of one share of Common Stock at the time of grant; and

          (y)     The option exercise period shall not exceed five years from the date of grant.

          (iii)     For so long as the Code shall so provide, options granted to any employee under the Plan (and any other incentive stock option plans of the Company) which are intended to constitute Incentive Stock Options shall not constitute Incentive Stock Options to the extent that such options, in the aggregate, become exercisable for the first time in any one calendar year for shares of Common Stock with an aggregate Fair Market Value (determined as of the respective date or dates of grant) of more than $100,000.

          (iv)     No Incentive Stock Option may be exercised unless, at the time of such exercise, the Participant is, and has been continuously since the date of grant of his or her Option, employed by the Company, except that:

          (x)     an Incentive Stock Option may be exercised within the period of three months after the date the Participant ceases to be an employee of the Company (or within such lesser period as may be specified in the applicable option agreement), provided, that the agreement with respect to such Option may designate a longer exercise period and that the exercise after such three-month period shall be treated as the exercise of a Nonstatutory Stock Option under the Plan;

          (y)     if the Participant dies while in the employ of the Company, or within three months after the Participant ceases to be such an employee, the Incentive Stock Option may be exercised by the Participant's Designated Beneficiary within the period of one year after the date of death (or within such lesser period as may be specified in the applicable Option agreement); and

          (z)     if the Participant becomes disabled (within the meaning of Section 22(e)(3) of the Code or any successor provision thereto) while in the employ of the Company, the Incentive Stock Option may be exercised within the period of one year after the date of disability (or within such lesser period as may be specified in the Option agreement).

For all purposes of the Plan and any Option granted hereunder, "employment" shall be defined in accordance with the provisions of Section 1.421-7(h) of the Income Tax Regulations (or any successor regulations). Notwithstanding the foregoing provisions, no Incentive Stock Option may be exercised after its expiration date.

Section 7. Stock Appreciation Rights

     (a)  The Board may grant Stock Appreciation Rights entitling recipients on exercise of the SAR to receive an amount, in cash or Stock or a combination thereof (such form to be determined by the Board), determined in whole or in part by reference to appreciation in the Fair Market Value of the Stock between the date of the Award and the exercise of the Award. A Stock Appreciation Right shall entitle the Participant to receive, with respect to each share of Stock as to which the SAR is exercised, the excess of the share's Fair Market Value on the date of exercise over its Fair Market Value on the date the SAR was granted. The Board may also grant Stock Appreciation Rights that provide that, following a change in control of the Company (as defined by the Board at the time of the Award), the holder of such SAR will be entitled to receive, with respect to each share of Stock subject to the SAR, an amount equal to the excess of a specified value (which may include an average of values) for a share of Stock during a period preceding such change in control over the Fair Market Value of a share of Stock on the date the SAR was granted.

     (b)  Stock Appreciation Rights may be granted in tandem with, or independently of, Options granted under the Plan. A Stock Appreciation Right granted in tandem with an Option which is not an Incentive Stock Option may be granted either at or after the time the Option is granted. A Stock Appreciation Right granted in tandem with an Incentive Stock Option may be granted only at the time the Option is granted.

     (c)  When Stock Appreciation Rights are granted in tandem with Options, the following provisions will apply:

          (i)     The Stock Appreciation Right will be exercisable only at such time or times, and to the extent, that the related Option is exercisable and will be exercisable in accordance with the procedure required for exercise of the related Option.

          (ii)     The Stock Appreciation Right will terminate and no longer be exercisable upon the termination or exercise of the related Option, except that a Stock Appreciation Right granted with respect to less than the full number of shares covered by an Option will not be reduced until the number of shares as to which the related Option has been exercised or has terminated exceeds the number of shares not covered by the Stock Appreciation Right.

          (iii)     The Option will terminate and no longer be exercisable upon the exercise of the related Stock Appreciation Right.

          (iv)     The Stock Appreciation Right will be transferable only with the related Option.

          (v)     A Stock Appreciation Right granted in tandem with an Incentive Stock Option may be exercised only when the market price of the Stock subject to the Option exceeds the exercise price of such option.

     (d)     A Stock Appreciation Right not granted in tandem with an Option will become exercisable at such time or times, and on such conditions, as the Board may specify.

     (e)     The Board may at any time accelerate the time at which all or any part of the SAR may be exercised.

Section 8. Performance Shares

     (a)     The Board may make Performance Share Awards entitling recipients to acquire shares of Stock upon the attainment of specified performance goals. The Board may make Performance Share Awards independent of or in connection with the granting of any other Award under the Plan. The Board in its sole discretion shall determine the performance goals applicable under each such Award, the periods during which performance is to be measured, and all other limitations and conditions applicable to the awarded Performance Shares; provided, however, that the Board may rely on the performance goals and other standards applicable to other performance plans of the Company in setting the standards for Performance Share Awards under the Plan.

     (b)     Performance Share Awards and all rights with respect to such Awards may not be sold, assigned, transferred, pledged or otherwise encumbered.

     (c)     A Participant receiving a Performance Share Award shall have the rights of a stockholder only as to shares actually received by the Participant under the Plan and not with respect to shares subject to an Award but not actually received by the Participant. A Participant shall be entitled to receive a stock certificate evidencing the acquisition of shares of Stock under a Performance Share Award only upon satisfaction of all conditions specified in the agreement evidencing the Performance Share Award.

     (d)     The Board may at any time accelerate or waive any or all of the goals, restrictions or conditions imposed under any Performance Share Award.

Section 9. Restricted and Unrestricted Stock

     (a)     The Board may grant Restricted Stock Awards entitling recipients to acquire shares of Stock, subject to the right of the Company to repurchase all or part of such shares at their purchase price (or to require forfeiture of such shares if purchased 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 Restricted Period or Restricted Periods established by the Board for such Award. Conditions for repurchase (or forfeiture) may be based on continuing employment or service or achievement of pre-established performance or other goals and objectives.

     (b)     Shares of Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered, except as permitted by the Board, during the applicable Restricted Period. Shares of Restricted Stock shall be evidenced in such manner as the Board may determine. Any certificates issued in respect of shares of Restricted Stock 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 Restricted Period, the Company (or such designee) shall deliver such certificates to the Participant or if the Participant has died, to the Participant's Designated Beneficiary.

     (c)     The Board may, in its sole discretion, grant (or sell at a purchase price determined by the Board, which shall not be lower than 85% of Fair Market Value on the date of sale) to Participants shares of Stock free of any restrictions under the Plan ("Unrestricted Stock").

     (d)     The purchase price for each share of Restricted Stock and Unrestricted Stock shall be determined by the Board of Directors and may not be less than the par value of the Common Stock. Such purchase price may be paid in the form of past services or such other lawful consideration as is determined by the Board.

     (e)     The Board may at any time accelerate the expiration of the Restricted Period applicable to all, or any particular, outstanding shares of Restricted Stock.

Section 10. General Provisions Applicable to Awards

     (a)     Applicability of Rule 16b-3. Those provisions of the Plan which make an express reference to Rule 16b-3 shall apply to the Company only at such time as the Company's Common Stock is registered under the Securities Exchange Act of 1934, or any successor provision, and then only to Reporting Persons.

     (b)     Reporting Person Limitations. Notwithstanding any other provision of the Plan, to the extent required to qualify for the exemption provided by Rule 16b-3, (i) any Option, SAR, Performance Share Award or other similar right related to an equity security issued under the Plan to a Reporting Person shall not be transferable other than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act ("ERISA"), or the rules thereunder, and shall be exercisable during the Participant's lifetime only by the Participant or the Participant's guardian or legal representative, and (ii) the selection of a Reporting Person as a Participant and the terms of his or her Award shall be determined only in accordance with the applicable provisions of Rule 16b-3.

     (c)     Documentation. Each Award under the Plan shall be evidenced by an instrument delivered to the Participant specifying the terms and conditions thereof and containing such other terms and conditions not inconsistent with the provisions of the Plan as the Board considers necessary or advisable. Such instruments may be in the form of agreements to be executed by both the Company and the Participant, or certificates, letters or similar documents, acceptance of which will evidence agreement to the terms thereof and of this Plan.

     (d)     Board Discretion. Each type of Award may be made alone, in addition to or in relation to any other type of Award. The terms of each type of Award need not be identical, and the Board need not treat Participants uniformly. Except as otherwise provided by the Plan or a particular Award, any determination with respect to an Award may be made by the Board at the time of award or at any time thereafter.

     (e)     Termination of Status. Subject to the provisions of Section 6(b)(iv), the Committee shall determine the effect on an Award of the disability, death, retirement, authorized leave of absence or other termination of employment or other status of a Participant and the extent to which, and the period during which, the Participant's legal representative, guardian or Designated Beneficiary may exercise rights under such Award.

     (f)     Mergers, Etc. In the event of a consolidation, merger or other reorganization in which all of the outstanding shares of Common Stock are exchanged for securities, cash or other property of any other corporation or business entity (as "Acquisition") or in the event of a liquidation of the Company, the Board of Directors of the Company, or the board of directors of any corporation assuming the obligations of the Company, may, in its discretion, take any one or more of the following actions as to outstanding Awards: (i) provide that such Awards shall be assumed, or substantially equivalent Awards shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof) on such terms as the Board determines to be appropriate, (ii) upon written notice to Participants, provide that all unexercised Options or SARs will terminate immediately prior to the consummation of such transaction unless exercised by the Participant within a specified period following the date of such notice, (iii) in the event of an Acquisition under the terms of which holders of the Common Stock of the Company will receive upon consummation thereof a cash payment for each share surrendered in the Acquisition (the "Acquisition Price"), make or provide for a cash payment to Participants equal to the amount by which (A) the Acquisition Price times the number of shares of Common Stock subject to outstanding Options or SARs (to the extent such Options or SARs are then exercisable or would become exercisable on the date 18 months after the effective date of such Acquisition) exceeds (B) the aggregate exercise price of all such outstanding Options or SARs, in exchange for the termination of such Options and SARs, and (iv) provide that all or any outstanding Awards shall become exercisable or realizable in full prior to the effective date of such Acquisition.

     (g)     Withholding. The 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 respect of Awards under the Plan no later than the date of the event creating the tax liability. In the Board's discretion, and subject to such conditions as the Board may establish, such tax obligations may be paid in whole or in part in shares of Common Stock, including shares retained from the Award creating the tax obligation, valued at their Fair Market Value. The Company may, to the extent permitted by law, deduct any such tax obligations from any payment of any kind otherwise due to the Participant.

     (h)     Foreign Nationals. Awards may be made to Participants who are foreign nationals or employed outside the United States on such terms and conditions different from those specified in the Plan as the Board considers necessary or advisable to achieve the purposes of the Plan or comply with applicable laws.

     (i)     Amendment of Award. The Board may amend, modify or terminate any outstanding Award, including 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.

     (j)     Cancellation and New Grant of Options. The Board of Directors shall have the authority to effect, at any time and from time to time, with the consent of the affected optionees, (i) the cancellation of any or all outstanding Options under the Plan and the grant in substitution therefor of new Options under the Plan covering the same or different numbers of shares of Common Stock and having an option exercise price per share which may be lower or higher than the exercise price per share of the cancelled Options or (ii) the amendment of the terms of any and all outstanding Options under the Plan to provide an option exercise price per share which is higher or lower than the then current exercise price per share of such outstanding Options.

     (k)     Conditions on Delivery of Stock. The Company will not be obligated to deliver any shares of Stock pursuant to the Plan or to remove restrictions from shares previously delivered under the Plan (i) until all conditions of the Award have been satisfied or removed, (ii) until, in the opinion of the Company's counsel, all applicable federal and state laws and regulations have been complied with, (iii) if the outstanding Stock is at the time listed on any stock exchange, until the shares to be delivered have been listed or authorized to be listed on such exchange upon official notice of notice of issuance, and (iv) until all other legal matters in connection with the issuance and delivery of such shares have been approved by the Company's counsel. If the sale of Stock has not been registered under the Securities Act of 1933, as amended, the Company may require, as a condition to exercise of the Award, such representations or agreements as the Company may consider appropriate to avoid violation of such Act and may require that the certificates evidencing such Stock bear an appropriate legend restricting transfer.

Section 11. 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 service for the Company. The Company expressly reserves the right at any time to dismiss 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 under the Plan until he or she becomes the record holder thereof.

     (c)     Exclusion from Benefit Computations. No amounts payable upon exercise of Awards granted under the Plan shall be considered salary, wages or compensation to Participants for purposes of determining the amount or nature of benefits that Participants are entitled to under any insurance, retirement or other benefit plans or programs of the Company.

     (d)     Effective Date and Term. Subject to the approval of the stockholders of the Company, the Plan shall be effective on November 23, 1993. Prior to such approval, Awards may be made under the Plan expressly subject to such approval. No Award may be made under the Plan after November 23, 2003, but Awards previously granted may extend beyond that date.

     (e)     Amendment of Plan. The Board may amend, suspend or terminate the 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, including any requirements for compliance with Rule 16b-3. Prior to any such approval, Awards may be made under the Plan expressly subject to such approval.

     (f)     Governing Law. The provisions of the Plan shall be governed by and interpreted in accordance with the laws of the State of New York.

Adopted by the Board of Directors on
November 23, 1993

Approved by the Stockholders on
December 8, 1993

AMENDMENT NO. 1 TO THE 1993 STOCK INCENTIVE PLAN

OF MAPINFO CORPORATION

     The first sentence of Subsection 5(a) of the 1993 Stock Incentive Plan (the "Plan") of MapInfo Corporation is hereby amended and restated in its entirety to provide as follows:

     "Subject to adjustment under subsection (b) below, Awards may be made under the Plan for up to 1,518,750² shares of Common Stock."

     Subsection 8(e) of the Plan is hereby added to the Plan to provide as follows:

          "(e)     Subject to adjustment as provided in Subsection 5(b) above, the maximum number of shares with respect to which Options may be granted to any employee under the Plan shall not exceed 300,000³ shares of Common Stock during any one calendar year. For purposes of calculating such maximum number, (a) an Option shall continue to be treated as outstanding notwithstanding its repricing, cancellation or expiration and (b) the repricing of an outstanding Option or the issuance of a new Option in substitution for a cancelled Option shall be deemed to constitute the grant of a new additional Option separate from the original grant of the Option that is repriced or cancelled."

Adopted by the Board of Directors on
December 9, 1994

Approved by the Stockholders on
January 20, 1995

_______________________
² Number revised to reflect 3 for 2 stock split in the form of a stock dividend effective 1/10/00 and the 3 for 2 stock split in the form of a stock dividend effective 9/28/00.
³ Number revised to reflect 3 for 2 stock split in the form of a stock dividend effective 1/10/00.

AMENDMENT NO. 2 TO THE 1993 STOCK INCENTIVE PLAN

OF MAPINFO CORPORATION

     The first sentence of Subsection 5(a) of the 1993 Stock Incentive Plan (the "Plan") of MapInfo Corporation is hereby amended and restated in its entirety, subject to stockholder approval, to provide as follows:

     "Subject to adjustment under subsection (b) below, Awards may be made under the Plan for up to 2,081,250⁴ shares of Common Stock."

Adopted by the Board of Directors on
October 20, 1995

Approved by the Stockholders on
February 2, 1996

______________________
⁴ Number revised to reflect 3 for 2 stock split in the form of a stock dividend effective 1/10/00 and the 3 for 2 stock split in the form of a stock dividend effective 9/28/00.

AMENDMENT NO. 3 TO THE 1993 STOCK INCENTIVE PLAN

OF MAPINFO CORPORATION

     The first sentence of Subsection 5(a) of the 1993 Stock Incentive Plan (the "Plan") of MapInfo Corporation is hereby amended and restated in its entirety, subject to stockholder approval, to provide as follows:

     "Subject to adjustment under subsection (b) below, Awards may be made under the Plan for up to 2,981,250⁵ shares of Common Stock."

Adopted by the Board of Directors on
November 12, 1996

Approved by the Stockholders on
February 13, 1997

____________________________
⁵ Number revised to reflect 3 for 2 stock split in the form of a stock dividend effective 1/10/00 and the 3 for 2 stock split in the form of a stock dividend effective 9/28/00.

AMENDMENT NO. 4 TO THE 1993 STOCK INCENTIVE PLAN

OF MAPINFO CORPORATION

       The definition of "Committee" contained in Section 2 of the 1993 Stock Incentive Plan (the "Plan") of MapInfo Corporation is hereby amended and restated in its entirety, to provide as follows:

"'Committee' means a committee of not less than two members of the Board appointed by the Board to administer the Plan, provided that if and when the Common Stock is registered under Section 12 of the Securities Exchange Act of 1934, each member of the Committee shall be a "Non-Employee Director", as such term is defined in Rule16b-3 under the Securities Exchange Act of 1934, as amended ("Rule 16b-3"), and an "Outside Director", as such term is defined in the Code."

Adopted by the Board of Directors on
December 9, 1996

AMENDMENT NO. 5 TO THE 1993 STOCK INCENTIVE PLAN

OF MAPINFO CORPORATION

     The first sentence of Subsection 5(a) of the 1993 Stock Incentive Plan (the "Plan") of MapInfo Corporation is hereby amended and restated in its entirety, subject to stockholder approval, to provide as follows:

     "Subject to adjustment under subsection (b) below, Awards may be made under the Plan for up to 3,656,250⁶ shares of Common Stock."

Adopted by the Board of Directors on November 14, 1997

Approved by the Stockholders on
February 25, 1998

____________________________
⁶ Number revised to reflect 3 for 2 stock split in the form of a stock dividend effective 1/10/00 and the 3 for 2 stock split in the form of a stock dividend effective 9/28/00.

AMENDMENT NO. 6 TO THE 1993 STOCK INCENTIVE PLAN

OF MAPINFO CORPORATION

     Subsection 11(f) of the 1993 Stock Incentive Plan (the "Plan") of MapInfo Corporation is hereby amended and restated in its entirety to provide as follows:

"(f)     Governing Law. The provisions of the Plan shall be governed by and interpreted in accordance with the laws of the State of Delaware."

Adopted by the Board of Directors on
February 11, 1998

AMENDMENT NO. 7 TO THE 1993 STOCK INCENTIVE PLAN

OF MAPINFO CORPORATION

     The first sentence of Subsection 5(a) of the 1993 Stock Incentive Plan (the "Plan") of MapInfo Corporation is hereby amended and restated in its entirety, subject to stockholder approval, to provide as follows:

     "Subject to adjustment under subsection (b) below, Awards may be made under the Plan for up to 4,331,250⁷ shares of Common Stock."

Adopted by the Board of Directors on
November 23, 1999

Approved by the Stockholders on
March 7, 2000

____________________________
⁷ Number revised to reflect 3 for 2 stock split in the form of a stock dividend effective 1/10/00 and the 3 for 2 stock split in the form of a stock dividend effective 9/28/00.

AMENDMENT NO 8 TO THE 1993 STOCK INCENTIVE PLAN

OF MAPINFO CORPORATION

     The first sentence of Subsection 5(a) of the 1993 Stock Incentive Plan (the "Plan") of MapInfo Corporation is hereby amended and restated in its entirety, subject to stockholder approval, to provide as follows:

     "Subject to adjustment under subsection (b) below, Awards may be made under the Plan for up to 4,781,250⁸ shares of Common Stock."

     The first sentence of Subsection 8(e) of the MapInfo Corporation 1993 Stock Incentive Plan is hereby amended to provide a limitation of 200,000 shares granted to any employee during any one calendar year, and shall read as follows:

"(e)     Subject to adjustment as provided in Subsection 5(b) above, the maximum number of shares with respect to which Options may be granted to any employee under the Plan shall not exceed 200,000 shares of Common Stock during any one calendar year.

Adopted by the Board of Directors on
November 1, 2000

Approved by the Stockholders on
February 27, 2001

____________________________
⁸ Number revised to reflect 3 for 2 stock split in the form of a stock dividend effective 1/10/00 and the 3 for 2 stock split in the form of a stock dividend effective 9/28/00.

AMENDMENT NO. 9 TO THE 1993 STOCK INCENTIVE PLAN

OF MAPINFO CORPORATION

     The first sentence of Subsection 5(a) of the 1993 Stock Incentive Plan (the "Plan") of MapInfo Corporation is hereby amended and restated in its entirety, subject to stockholder approval, to provide as follows:

     "Subject to adjustment under subsection (b) below, Awards may be made under the Plan for up to 5,281,250⁹ shares of Common Stock."

Adopted by the Board of Directors on
November 8, 2001

____________________________
⁹ Number revised to reflect 3 for 2 stock split in the form of a stock dividend effective 1/10/00 and the 3 for 2 stock split in the form of a stock dividend effective 9/28/00.

APPENDIX B

MapInfo Corporation

1993 Employee Stock Purchase Plan

     The purpose of this Plan is to provide eligible employees of MapInfo Corporation (the "Company") and certain of its subsidiaries with opportunities to purchase shares of the Company's common stock, $.002 par value per share (the "Common Stock"). 1,312,500¹ shares of Common Stock in the aggregate have been approved for this purpose.

     1.     Administration. The Plan will be administered by the Company's Board of Directors (the "Board") or by a Committee appointed by the Board (the "Committee"). The Board or the Committee has authority to make rules and regulations for the administration of the Plan and its interpretation and decisions with regard thereto shall be final and conclusive.

     2.     Eligibility. Participation in the Plan will neither be permitted nor denied contrary to the requirements of Section 423 of the Internal Revenue Code of 1986, as amended (the "Code"), and regulations promulgated thereunder. All employees of the Company, including Directors who are employees, and all employees of any subsidiary of the Company (as defined in Section 424(f) of the Code) designated by the Board or the Committee from time to time (a "Designated Subsidiary"), are eligible to participate in any one or more of the offerings of Options (as defined in Section 9) to purchase Common Stock under the Plan provided that:

          (a)     they are regularly employed by the Company or a Designated Subsidiary for more than 20 hours a week and for more than five months in a calendar year; and

          (b)     they have been employed by the Company or a Designated Subsidiary for at least three months (or such number of days as may be determined by the Board of Directors or Committee) prior to enrolling in the Plan; and

          (c)     they are employees of the Company or a Designated Subsidiary on the first day of the applicable Plan Period (as defined below).

     No employee may be granted an option hereunder if such employee, immediately after the option is granted, owns 5% or more of the total combined voting power or value of the stock of the Company or any subsidiary. For purposes of the preceding sentence, the attribution rules

____________________________
¹ Number revised to reflect 3 for 2 stock split in the form of a stock dividend effective 1/10/00 and the 3 for 2 stock split in the form of a stock dividend effective 9/28/00.

of Section 424(d) of the Code shall apply in determining the stock ownership of an employee, and all stock which the employee has a contractual right to purchase shall be treated as stock owned by the employee.

     3.     Offerings. The Company will make one or more offerings ("Offerings") to employees to purchase stock under this Plan. Offerings will begin on such dates as may be determined by the Board of Directors or the Committee (the "Offering Commencement Dates"). Each Offering Commencement Date will begin an approximately six-month period (a "Plan Period") during which payroll deductions will be made and held for the purchase of Common Stock at the end of the Plan Period. The Board or the Committee may, at its discretion, choose different Plan Periods of twelve (12) months or less for Offerings.

     4.     Participation. An employee eligible on the Offering Commencement Date of any Offering may participate in such Offering by completing and forwarding a payroll deduction authorization form to the employee's appropriate payroll office at least seven days prior to the applicable Offering Commencement Date. The form will authorize a regular payroll deduction from the Compensation received by the employee during the Plan Period. Unless an employee files a new form or withdraws from the Plan, his deductions and purchases will continue at the same rate for future Offerings under the Plan as long as the Plan remains in effect. The term "Compensation" means the amount of money reportable on the employee's Federal Income Tax Withholding Statement, excluding, to the extent determined by the Board or the Committee, overtime, shift premium, incentive or bonus awards, allowances and reimbursements for expenses such as relocation allowances for travel expenses, income or gains on the exercise of Company stock options or stock appreciation rights, and similar items, whether or not shown on the employee's Federal Income Tax Withholding Statement, and including, in the case of salespersons, sales commissions to the extent determined by the Board or the Committee.

     5.     Deductions. The Company will maintain payroll deduction accounts for all participating employees. With respect to any Offering made under this Plan, an employee may authorize a payroll deduction up to a maximum of 10% of the Compensation he or she receives during the Plan Period or such shorter period during which deductions from payroll are made, subject to such lesser maximum rate as may be determined by the Board of Directors or Committee prior to the applicable Offering Commencement Date. Subject to the foregoing, payroll deductions may be at the rate of 1%, 2%, 3%, 4%, 5%, 6%, 7%, 8%, 9% or 10% of Compensation.

     No employee may be granted an Option (as defined in Section 9) which permits his rights to purchase Common Stock under this Plan and any other stock purchase plan of the Company and its subsidiaries, to accrue at a rate which exceeds $25,000 of fair market value of such Common Stock (determined at the Offering Commencement Date of the Plan Period) for each calendar year in which the Option is outstanding at any time.

     6.     Deduction Changes. An employee may decrease or discontinue his payroll deduction once during any Plan Period, by filing a new payroll deduction authorization form. However, an employee may not increase his payroll deduction during a Plan Period. If an employee elects to discontinue his payroll deductions during a Plan Period, but does not elect to withdraw his funds pursuant to Section 8 hereof, funds deducted prior to his election to discontinue will be applied to the purchase of Common Stock on the Exercise Date (as defined below).

     7.     Interest. Interest will not be paid on any employee accounts, except to the extent that the Board or its Committee, in its sole discretion, elects to credit employee accounts with interest at such per annum rate as it may from time to time determine.

     8.     Withdrawal of Funds. An employee may at any time prior to the close of business on the last business day in a Plan Period and for any reason permanently draw out the balance accumulated in the employee's account and thereby withdraw from participation in an Offering. Partial withdrawals are not permitted. The employee may not begin participation again during the remainder of the Plan Period. The employee may participate in any subsequent Offering in accordance with terms and conditions established by the Board or the Committee, except that employees who are also directors or officers of the Company within the meaning of Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules promulgated there under may not participate again for a period of at least six months as provided in Rule 16b-3(d)(2)(i) or any successor provision.

     9.     Purchase of Shares. On the Offering Commencement Date of each Plan Period, the Company will grant to each eligible employee who is then a participant in the Plan an option ("Option") to purchase on the last business day of such Plan Period (the "Exercise Date"), at the Option Price hereinafter provided for, such number of whole shares of Common Stock of the Company reserved for the purposes of the Plan as does not exceed the number of shares determined by dividing 15% of such employee's annualized Compensation for the immediately prior six-month period by the price determined in accordance with the formula set forth in the following paragraph but using the closing price on the Offering Commencement Date of such Plan Period.

     The purchase price for each share purchased will be 85% of the closing price of the Common Stock on (i) the first business day of such Plan Period or (ii) the Exercise Date, whichever closing price shall be less. Such closing price shall be (a) the closing price on any national securities exchange on which the Common Stock is listed, or (b) the closing price of the Common Stock on the National Association of Securities Dealers Automated Quotation System ("NASDAQ") or (c) the average of the closing bid and asked prices in the over-the-counter-market, whichever is applicable, as published in The Wall Street Journal. If no sales of Common Stock were made on such a day, the price of the Common Stock for purposes of clauses (a) and (b) above shall be the reported price for the next preceding day on which sales were made.

     Each employee who continues to be a participant in the Plan on the Exercise Date shall be deemed to have exercised his Option at the Option Price on such date and shall be deemed to have purchased from the Company the number of full shares of Common Stock reserved for the purpose of the Plan that his accumulated payroll deductions on such date will pay for pursuant to the formula set forth above (but not in excess of the maximum number determined in the manner set forth above).

     Any balance remaining in an employee's payroll deduction account at the end of a Plan Period will be automatically refunded to the employee, except that any balance which is less than the purchase price of one share of Common Stock will be carried forward into the employee's payroll deduction account for the following Offering, unless the employee elects not to participate in the following Offering under the Plan, in which case the balance in the employee's account shall be refunded.

     10.     Issuance of Certificates. Certificates representing shares of Common Stock purchased under the Plan may be issued only in the name of the employee, or in the name of the employee and another person of legal age as joint tenants with rights of survivorship.

     11.     Rights on Retirement, Death, or Termination of Employment. In the event of a participating employee's termination of employment prior to the last business day of a Plan Period, no payroll deduction shall be taken from any pay due and owing to an employee and the balance in the employee's account shall be paid to the employee or, in the event of the employee's death, (a) to a beneficiary previously designated in a revocable notice signed by the employee (with any spousal consent required under state law) or (b) in the absence of such a designated beneficiary, to the executor or administrator of the employee's estate or (c) if no such executor or administrator has been appointed to the knowledge of the Company, to such other person(s) as the Company may, in its discretion, designate. If, prior to the last business day of the Plan Period, the Designated Subsidiary by which an employee is employed shall cease to be a subsidiary of the Company, or if the employee is transferred to a subsidiary of the Company that is not a Designated Subsidiary, the employee shall be deemed to have terminated employment for the purposes of this Plan.

     12.     Optionees Not Stockholders. Neither the granting of an Option to an employee nor the deductions from his pay shall constitute such employee a stockholder of the shares of Common Stock covered by an Option under this Plan until such shares have been purchased by and issued to him.

     13.     Rights Not Transferable. Rights under this Plan are not transferable by a participating employee other than by will or the laws of descent and distribution, and are exercisable during the employee's lifetime only by the employee.

     14.     Application of Funds. All funds received or held by the Company under this Plan may be combined with other corporate funds and may be used for any corporate purpose.

     15.     Adjustment in Case of Changes Affecting Common Stock. In the event of a subdivision of outstanding shares of Common Stock, or the payment of a dividend in Common Stock, the number of shares approved for this Plan, and the share limitation set forth in Section 9, shall be increased proportionately, and such other adjustment shall be made as may be deemed equitable by the Board or the Committee. In the event of any other change affecting the Common Stock, such adjustment shall be made as may be deemed equitable by the Board or the Committee to give proper effect to such event.

     16.     Merger. If the Company shall at any time merge or consolidate with another corporation and the holders of the capital stock of the Company immediately prior to such merger or consolidation continue to hold at least 80% by voting power of the capital stock of the surviving corporation ("Continuity of Control"), the holder of each Option then outstanding will thereafter be entitled to receive at the next Exercise 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, and the Committee shall take such steps in connection with such merger as the Committee shall deem necessary to assure that the provisions of Paragraph 15 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 of the Company with or into another corporation which does not involve Continuity of Control, or of a sale of all or substantially all of the assets of the Company while unexercised Options remain outstanding under the Plan, (a) subject to the provisions of clauses (b) and (c), after the effective date of such transaction, each holder of an outstanding Option shall be entitled, upon exercise of such Option, to receive in lieu of shares of Common Stock, shares of such stock or other securities as the holders of shares of Common Stock received pursuant to the terms of such transaction; or (b) all outstanding Options may be cancelled by the Board or the Committee as of a date prior to the effective date of any such transaction and all payroll deductions shall be paid out to the participating employees; or (c) all outstanding Options may be cancelled by the Board or the Committee as of the effective date of any such transaction, provided that notice of such cancellation shall be given to each holder of an Option, and each holder of an Option shall have the right to exercise such Option in full based on payroll deductions then credited to his account as of a date determined by the Board or the Committee, which date shall not be less than ten (10) days preceding the effective date of such transaction.

     17.     Amendment of the Plan. The Board may at any time, and from time to time, amend this Plan in any respect, except that (a) if the approval of any such amendment by the shareholders of the Company is required by Section 423 of the Code or by Rule 16b-3 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 Plan to fail to comply with Section 16 of the Exchange Act and the rules promulgated thereunder, as in effect from time to time, or Section 423 of the Code.

     18.     Insufficient Shares. In the event that the total number of shares of Common Stock specified in elections to be purchased under any Offering plus the number of shares purchased under previous Offerings under this Plan exceeds the maximum number of shares issuable under this Plan, the Board or the Committee will allot, in such manner as it may determine, the shares then available.

     19.     Termination of the Plan. This Plan may be terminated at any time by the Board. Upon termination of this Plan all amounts in the accounts of participating employees shall be promptly refunded.

     20.     Governmental Regulations. The Company's obligation to sell and deliver Common Stock under this Plan is subject to listing on a national stock exchange or quotation on the NASDAQ and the approval of all governmental authorities required in connection with the authorization, issuance, or sale of such stock.

     The Plan shall be governed by New York law except to the extent that such law is preempted by federal law.

     The Plan is intended to comply with the provisions of Rule 16b-3 promulgated under the Securities Exchange Act of 1934. Any provision inconsistent with such Rule shall to that extent be inoperative and shall not affect the validity of the Plan.

     21.     Issuance of Shares. Shares may be issued upon exercise of an Option from authorized but unissued Common Stock, from shares held in the treasury of the Company, or from any other proper source.

     22.     Notification upon Sale of Shares. Each employee agrees, by entering the Plan, to promptly give the Company notice of any disposition of shares purchased under the Plan where such disposition occurs within two years after the date of grant of the Option pursuant to which such shares were purchased.

     23.     Effective Date and Approval of Shareholders. The Plan shall take effect upon the closing of the initial public offering of Common Stock of the Company, subject to approval by the shareholders of the Company as required by Rule 16b-3 under the Exchange Act and by Section 423 of the Code, which approval must occur within twelve months of the adoption of the Plan by the Board.

Adopted by the Board of Directors on November 23, 1993

Approved by the stockholders on December 8, 1993

AMENDMENT NO. 1 TO THE 1993 EMPLOYEE STOCK PURCHASE PLAN OF
MAPINFO CORPORATION

The first sentence of Subsection 3(b) "Shares Available; Offerings" of the 1993 Employee Stock Purchase Plan (the "Plan") of MapInfo Corporation is hereby amended and restated in its entirety, subject to stockholder approval, to provide as follows:

"The total number of shares issuable under the Plan is limited to 450,000² shares of Common Stock (subject to adjustment in the event of any changes of outstanding shares of Common Stock by reason of stock dividends, recapitalizations, mergers, or in the event of any other change affecting Common Stock.)"

Adopted by the Board of Directors on
November 12, 1996

Approved by the Stockholders on
February 13, 1997

 __________________
² Number revised to reflect 3 for 2 stock split in the form of a stock dividend effective 1/10/00 and the 3 for 2 stock split in the form of a stock dividend effective 9/28/00.

AMENDMENT NO. 2 TO THE 1993 EMPLOYEE STOCK PURCHASE PLAN OF
MAP INFO CORPORATION

The second paragraph of Section 20 - "Governmental Regulations " of the 1993 Employee Stock Purchase Plan (the "Plan") of MapInfo Corporation is hereby amended and restated in its entirety, to provide as follows:

"The Plan shall be governed by Delaware law except to the extent that such law is preempted by federal law."

Adopted by the Board of Directors on
February 11, 1998

AMENDMENT NO. 3 TO THE 1993 EMPLOYEE STOCK PURCHASE PLAN OF
MAPINFO CORPORATION

The first sentence of Subsection 3(b) "Shares Available; Offerings" of the 1993 Employee Stock Purchase Plan (the "Plan") of MapInfo Corporation is hereby amended and restated in its entirety, subject to stockholder approval, to provide as follows:

"The total number of shares issuable under the Plan is limited to 675,000³ shares of Common Stock (subject to adjustment in the event of any changes of outstanding shares of Common Stock by reason of stock dividends, recapitalizations, mergers, or in the event of any other change affecting Common Stock.)"

Adopted by the Board of Directors on
January 30, 1998

Approved by the Stockholders on
February 25, 1998

______________
³ Number revised to reflect 3 for 2 stock split in the form of a stock dividend effective 1/10/00 and the 3 for 2 stock split in the form of a stock dividend effective 9/28/00.

AMENDMENT NO. 4 TO THE 1993 EMPLOYEE STOCK PURCHASE PLAN OF
MAPINFO CORPORATION

The first sentence of Subsection 3(b) "Shares Available; Offerings" of the 1993 Employee Stock Purchase Plan (the "Plan") of MapInfo Corporation is hereby amended and restated in its entirety, subject to stockholder approval, to provide as follows:

"The total number of shares issuable under the Plan is limited to 900,000⁴ shares of Common Stock (subject to adjustment in the event of any changes of outstanding shares of Common Stock by reason of stock dividends, recapitalizations, mergers, or in the event of any other change affecting Common Stock.)"

Adopted by the Board of Directors on
November 14, 1998

Approved by the Stockholders on
February 24, 1999

_________________
⁴ Number revised to reflect 3 for 2 stock split in the form of a stock dividend effective 1/10/00 and the 3 for 2 stock split in the form of a stock dividend effective 9/28/00.

AMENDMENT NO. 5 TO THE 1993 EMPLOYEE STOCK PURCHASE PLAN OF
MAPINFO CORPORATION

The first sentence of Subsection 3(b) "Shares Available; Offerings" of the 1993 Employee Stock Purchase Plan (the "Plan") of MapInfo Corporation is hereby amended and restated in its entirety, subject to stockholder approval, to provide as follows:

"The total number of shares issuable under the Plan is limited to 1,012,500⁵ shares of Common Stock (subject to adjustment in the event of any changes of outstanding shares of Common Stock by reason of stock dividends, recapitalizations, mergers, or in the event of any other change affecting Common Stock.)"

Adopted by the Board of Directors on
November 23, 1999

Approved by the Stockholders on
March 7, 2000

___________________
⁵ Number revised to reflect 3 for 2 stock split in the form of a stock dividend effective 1/10/00 and the 3 for 2 stock split in the form of a stock dividend effective 9/28/00.

AMENDMENT NO. 6 TO THE 1993 EMPLOYEE STOCK PURCHASE PLAN OF
MAPINFO CORPORATION

The first sentence of Subsection 3(b) "Shares Available; Offerings" of the 1993 Employee Stock Purchase Plan (the "Plan") of MapInfo Corporation is hereby amended and restated in its entirety, subject to stockholder approval, to provide as follows:

"The total number of shares issuable under the Plan is limited to 1,312,500⁶ shares of Common Stock (subject to adjustment in the event of any changes of outstanding shares of Common Stock by reason of stock dividends, recapitalizations, mergers, or in the event of any other change affecting Common Stock.)"

Adopted by the Board of Directors on
November 8, 2001

___________________
⁶ Number revised to reflect 3 for 2 stock split in the form of a stock dividend effective 1/10/00 and the 3 for 2 stock split in the form of a stock dividend effective 9/28/00.

APPENDIX C

PROXY

MAPINFO CORPORATION

PROXY SOLICITED BY THE BOARD OF DIRECTORS
Annual Meeting of Stockholders - February 13, 2002

The undersigned, revoking all prior proxies, hereby appoint(s) D. Joseph Gersuk and Miriam M. Netter, or either or any of them with full power of substitution, as proxies for the undersigned to act and vote at the 2002 Annual Meeting of Stockholders of MapInfo Corporation and at any adjournments thereof as indicated upon all matters referred to on the reverse side and described in the Proxy Statement for the Meeting, and in their discretion, upon any other matters which may properly come before the Meeting.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS MADE, THE PROXIES SHALL VOTE FOR THE ELECTION OF THE DIRECTOR NOMINEES AND FOR PROPOSALS 2, 3, AND 4.

[   SEE REVERSE   ]		[   SEE REVERSE   ]
[            SIDE           ]	CONTINUED AND TO BE SIGNED ON REVERSE SIDE	[           SIDE            ]

Vote by Telephone		Vote by Internet
It's fast, convenient, and immediate! Call Toll-Free on a Touch-Tone Phone 1-877-PRX-VOTE (1-877-779-8683).		It's fast, convenient, and your vote is immediately confirmed and posted.
Follow these four easy steps:		Follow these four easy steps:
1.	Read the accompanying Proxy Statement and Proxy Card.	1.	Read the accompanying Proxy Statement and Proxy Card.
2.	Call the toll-free number 1-877-PRX-VOTE (1-877-779-8683).	2.	Go to the Website http://www.eproxyvote.com/maps
3.	Enter your 14 digit Voter Control Number located on your Proxy Card above your name.	3.	Enter your 14 digit Voter Control Number located on your Proxy Card above your name.
4.	Follow the recorded instructions.	4.	Follow the instructions provided.
Your vote is important!		Your vote is important!
Call 1-877-PRX-VOTE anytime!		Go to http://www.eproxyvote.com/maps anytime!

Do not return your Proxy Card if you are voting by Telephone or Internet.

[ X ] Please mark votes as in this example.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE DIRECTOR NOMINEES AND FOR PROPOSALS 2-4.

						For	Against	Abstain
1.	Election of Directors Nominees: (01) John C. Cavalier, (02) Laszlo C. Bardos, (03) Joni Kahn, (04) Quinn H. Tran, (05) George C. McNamee and (06) Mark P. Cattini			2.	Approval of an amendment to the Company's 1993 Stock Incentive Plan, as set forth in the accompanying Proxy Statement	[   ]	[   ]	[   ]
	For All Nominees     [   ]	Withheld From All Nominees     [   ]		3.	Approval of an amendment to the Company's 1993 Employee Stock Purchase Plan, as set forth in the accompanying Proxy Statement	[   ]	[   ]	[   ]
	[   ]                                                             For all nominees except as noted above			4.	Ratification of appointment of independent public accountants	[   ]	[   ]	[   ]
				Mark Here For Address Change  [   ] and Note At Left		Mark Here If You Plan to          [   ] Attend the Meeting
			Note: Please sign exactly as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by an authorized officer. If a partnership, please sign in the partnership name by an authorized person.

Signature:__________________________ Date: ___________________ Signature: _________________________ Date:_________________