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                                                                     EXHIBIT 4.1













                               CRITICAL PATH, INC.

                              AMENDED AND RESTATED

                                 1998 STOCK PLAN

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                               CRITICAL PATH, INC.

                      AMENDED AND RESTATED 1998 STOCK PLAN



                                TABLE OF CONTENTS



<TABLE>
<S>            <C>                                                                              <C>
SECTION 1.     Purpose...........................................................................1


SECTION 2.     Definitions.......................................................................1

        (a)    "Board of Directors" .............................................................1
        (b)    "Code" ...........................................................................1
        (c)    "Committee".......................................................................1
        (d)    "Company".........................................................................1
        (e)    "Disability"......................................................................1
        (f)    "Employee"........................................................................1
        (g)    "Exercise Price"..................................................................1
        (h)    "Fair Market Value" ..............................................................1
        (i)    "ISO" ............................................................................1
        (j)    "Nonstatutory Option".............................................................1
        (l)    "Option"..........................................................................2
        (m)    "Optionee"........................................................................2
        (n)    "Plan"............................................................................2
        (o)    "Purchase Price"..................................................................2
        (p)    "Service".........................................................................2
        (q)    "Share"...........................................................................2
        (r)    "Stock"...........................................................................2
        (s)    "Stock Option Agreement"..........................................................2
        (t)    "Stock Purchase Agreement"........................................................2
        (u)    "Subsidiary"......................................................................2

SECTION 3.     Administration....................................................................2

        (a)    Committee Membership..............................................................2
        (b)    Committee Procedures..............................................................2
        (c)    Committee Responsibilities........................................................2

SECTION 4.     Eligibility.......................................................................3

        (a)    General Rule......................................................................3
        (b)    Ten-Percent Stockholders..........................................................3
        (c)    Attribution Rules.................................................................3
        (d)    Outstanding Stock.................................................................4

SECTION 5.     Stock Subject To Plan.............................................................4

        (a)    Basic Limitation..................................................................4
        (b)    Additional Shares.................................................................4

SECTION 6.     Terms And Conditions Of Awards Or Sales...........................................4

        (a)    Stock Purchase Agreement..........................................................4
</TABLE>



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<TABLE>
<S>            <C>                                                                              <C>
        (b)    Duration of Offers and Nontransferability of Rights...............................4
        (c)    Purchase Price....................................................................4
        (d)    Withholding Taxes.................................................................4
        (e)    Restrictions on Transfer of Shares................................................4

SECTION 7.     Terms And Conditions Of Options...................................................5

        (a)    Stock Option Agreement............................................................5
        (b)    Number of Shares..................................................................5
        (c)    Exercise Price....................................................................5
        (d)    Withholding Taxes.................................................................5
        (e)    Exercisability....................................................................5
        (f)    Term..............................................................................5
        (g)    Nontransferability................................................................5
        (h)    Exercise of Options on Termination of Service.....................................5
        (i)    No Rights as a Stockholder........................................................6
        (j)    Modification, Extension and Assumption of Options.................................6
        (k)    Restrictions on Transfer of Shares................................................6

SECTION 8.     Payment For Shares................................................................6

        (a)    General Rule......................................................................6
        (b)    Surrender of Stock................................................................6
        (c)    Promissory Notes..................................................................6
        (d)    Cashless Exercise.................................................................6

SECTION 9.     Adjustment of Shares..............................................................6

        (a)    General...........................................................................6
        (b)    Reorganizations...................................................................7
        (c)    Reservation of Rights.............................................................7

SECTION 10.    Legal Requirements................................................................7


SECTION 11.    No Employment Rights..............................................................7


SECTION 12.    Duration And Amendments...........................................................7

        (a)    Term of the Plan..................................................................7
        (b)    Right to Amend or Terminate the Plan..............................................7
        (c)    Effect of Amendment or Termination................................................7

SECTION 13.    Execution.........................................................................8
</TABLE>




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                               CRITICAL PATH, INC.
                              AMENDED AND RESTATED
                                 1998 STOCK PLAN


SECTION 1. Purpose.

        The purpose of the Plan is to offer selected employees, directors and
consultants an opportunity to acquire a proprietary interest in the success of
the Company, or to increase such interest, to encourage such selected persons to
remain in the employ of the Company and to attract new employees with
outstanding qualifications. The Plan provides for the direct award or sale of
Shares and for the grant of Options to purchase Shares. Options granted under
the Plan may include Nonstatutory Options as well as incentive stock options
intended to qualify under section 422 of the Internal Revenue Code.


SECTION 2. Definitions.

        (a) "Board of Directors" shall mean the Board of Directors of the
Company, as constituted from time to time.

        (b) "Code" shall mean the Internal Revenue Code of 1986, as amended.

        (c) "Committee" shall mean one or more committees consisting of one or
more members of the Board of Directors that is appointed by the Board of
Directors. If no Committee has been appointed, the entire Board of Directors
shall constitute the Committee. The Committee shall have membership composition
which enables the Plan to qualify under Rule 16b-3 with regard to the grant of
Options or other rights to acquire Shares to persons who are subject to Section
16 of the Securities Exchange Act of 1934.

        (d) "Company" shall mean Critical Path, Inc., a California corporation.

        (e) "Disability" shall means that an Optionee is unable to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment.

        (f) "Employee" shall mean (i) any individual who is a common-law
employee of the Company or of a Subsidiary, (ii) a member of the Board of
Directors, or (iii) a consultant who performs services for the Company or a
Subsidiary. Service as a member of the Board of Directors or as a consultant
shall be considered employment for all purposes under the Plan except the second
sentence of Section 4(a).

        (g) "Exercise Price" shall mean the amount for which one Share may be
purchased upon exercise of an Option, as specified by the Committee in the
applicable Stock Option Agreement.

        (h) "Fair Market Value" shall mean (i) the closing price of a share of
Stock on the principal exchange which the shares are trading on the first
trading day immediately preceding the date on which the Fair Market Value is
determined, or (ii) if the shares are not traded on an exchange but are traded
or quoted on the Nasdaq National Market or a successor quotation system, the
closing price on the Nasdaq National Market or such successor quotation system
on the first trading day immediately preceding the date on which the Fair
Market Value is determined, or (iii) if the shares are not traded on an
exchange or quoted on the Nasdaq National Market or a successor quotation
system, the fair market value of a share as determined by the Committee in good
faith. Such determination shall be conclusive and binding on all persons.

        (i) "ISO" shall mean an employee incentive stock option described in
Code section 422(b).

        (j) "Nonstatutory Option" shall mean an employee stock option that is
not an ISO.

        (k) "Offeree" shall mean an individual to whom the Committee has offered
the right to acquire Shares (other than upon exercise of an Option).




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        (l) "Option" shall mean an ISO or Nonstatutory Option granted under the
Plan and entitling the holder to purchase Shares.

        (m) "Optionee" shall mean an individual who holds an Option.

        (n) "Plan" shall mean this Critical Path, Inc. 1998 Stock Plan.

        (o) "Purchase Price" shall mean the consideration for which one Share
may be acquired under the Plan (other than upon exercise of an Option), as
specified by the Committee.

        (p) "Service" shall mean service as an Employee.

        (q) "Share" shall mean one share of Stock, as adjusted in accordance
with Section 9 (if applicable).

        (r) "Stock" shall mean the common stock of the Company.

        (s) "Stock Option Agreement" shall mean the agreement between the
Company and an Optionee which contains the terms, conditions and restrictions
pertaining to his or her Option.

        (t) "Stock Purchase Agreement" shall mean the agreement between the
Company and an Offeree who acquires Shares under the Plan which contains the
terms, conditions and restrictions pertaining to the acquisition of such Shares.

        (u) "Subsidiary" shall mean any corporation, of which the Company and/or
one or more other Subsidiaries own not less than 50 percent of the total
combined voting power of all classes of outstanding stock of such corporation. A
corporation that attains the status of a Subsidiary on a date after the adoption
of the Plan shall be considered a Subsidiary commencing as of such date.


SECTION 3. Administration.

        (a) Committee Membership. The Plan shall be administered by the
Committee. The members of the Committee shall be appointed by the Board of
Directors.

        (b) Committee Procedures. The Board of Directors shall designate one of
the members of the Committee as chairperson. The Committee may hold meetings at
such times and places as it shall determine. The acts of a majority of the
Committee members present at meetings at which a quorum exists, or acts reduced
to or approved in writing by all Committee members, shall be valid acts of the
Committee.

        (c) Committee Responsibilities. Subject to the provisions of the Plan,
the Committee shall have full authority and discretion to take the following
actions:

            (i) To interpret the Plan and to apply its provisions;

            (ii) To adopt, amend or rescind rules, procedures and forms relating
to the Plan;

            (iii) To authorize any person to execute, on behalf of the Company,
any instrument required to carry out the purposes of the Plan;

            (iv) To determine when Shares are to be awarded or offered for sale
and when Options are to be granted under the Plan;




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            (v) To select Offerees and Optionees;

            (vi) To determine the number of Shares to be awarded or offered for
sale or to be made subject to each Option;

            (vii) To prescribe the terms and conditions of each award or sale of
Shares, including (without limitation) the Purchase Price and vesting of the
award, and to specify the provisions of the Stock Purchase Agreement relating to
such award or sale;

            (viii) To prescribe the terms and conditions of each Option,
including (without limitation) the Exercise Price and vesting of the Option, to
determine whether such Option is to be classified as an ISO or as a Nonstatutory
Option, and to specify the provisions of the Stock Option Agreement relating to
such Option;

            (ix) To amend any outstanding Stock Purchase or Stock Option
Agreement; provided, however, that the rights and obligations under any Stock
Purchase or Stock Option Agreement shall not be materially altered or impaired
adversely by any such amendment, except with the consent of the Optionee or
Offeree;

            (x) To determine the disposition of an Option or other right to
acquire Shares in the event of an Optionee's or Offeree's divorce or dissolution
of marriage;

            (xi) To correct any defect, supply any omission, or reconcile any
inconsistency in the Plan and any Stock Purchase or Stock Option Agreement; and

            (xii) To take any other actions deemed necessary or advisable for
the administration of the Plan.

        All decisions, interpretations and other actions of the Committee shall
be final and binding on all Offerees, Optionees, and all persons deriving their
rights from an Offeree or Optionee. No member of the Committee shall be liable
for any action that he or she has taken or has failed to take in good faith with
respect to the Plan, any Option or any other right to acquire Shares under the
Plan.


SECTION 4. Eligibility.

        (a) General Rule. Only Employees shall be eligible for designation as
Optionees or Offerees by the Committee. In addition, only individuals who are
employed as common-law employees by the Company or a Subsidiary shall be
eligible for the grant of ISOs.

        (b) Ten-Percent Stockholders. An Employee who owns more than 10 percent
of the total combined voting power of all classes of outstanding stock of the
Company or any of its Subsidiaries shall not be eligible for the grant of an ISO
designation as an Optionee or Offeree unless (i) the Exercise Price is at least
110 percent of Fair Market Value on the date of grant, and (ii) such ISO by its
terms is not exercisable after the expiration of five years from the date of
grant.

        (c) Attribution Rules. For purposes of Subsection (b) above, in
determining stock ownership, an Employee shall be deemed to own the stock owned,
directly or indirectly, by or for his brothers, sisters, spouse, ancestors and
lineal descendants. Stock owned, directly or indirectly, by or for a
corporation, partnership, estate or trust shall be deemed to be owned
proportionately by or for its stockholders, partners or beneficiaries.




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        (d) Outstanding Stock. For purposes of Subsection (b) above,
"outstanding stock" shall include all stock actually issued and outstanding
immediately after the grant. "Outstanding stock" shall not include shares
authorized for issuance under outstanding options held by the Employee or by any
other person.


SECTION 5. Stock Subject To Plan.

        (a) Basic Limitation. Shares offered under the Plan shall be authorized
but unissued Shares, or issued Shares that have been reacquired by the Company.
The aggregate number of Shares which may be issued under the Plan (upon exercise
of Options or other rights to acquire Shares) shall not exceed 30,788,741
Shares, subject to adjustment pursuant to this Section 5 and Section 9. The
number of Shares which are subject to Options or other rights to acquire Shares
outstanding at any time under the Plan shall not exceed the number of Shares
which then remain available for issuance under the Plan. During the term of the
Plan, the Company shall at all times reserve and keep available sufficient
Shares to satisfy the requirements of the Plan. On each January 1 for the
remaining term of the Plan, the aggregate number of Shares which may be issued
under the Plan shall be increased by a number of Shares equal to two percent
(2%) of the total number of shares of the Common Stock of the Company that had
previously been authorized for issuance at the end of the most recently
concluded calendar year. Any Shares that have been reserved but not issued as
Shares or Options during any calendar year shall remain available for grant
during any subsequent calendar year. Notwithstanding the foregoing, no more than
75,000,000 Shares shall be issued under ISOs for the remaining term of the Plan,
subject to adjustment pursuant to Section 9.

        (b) Additional Shares. In the event that any outstanding Option or other
right to acquire Shares for any reason expires or is canceled or otherwise
terminated, the Shares allocable to the unexercised portion of such Option or
other right shall again be available for the purposes of the Plan.


SECTION 6. Terms And Conditions Of Awards Or Sales.

        (a) Stock Purchase Agreement. Each award or sale of Shares under the
Plan (other than upon exercise of an Option) shall be evidenced by a Stock
Purchase Agreement between the Offeree and the Company. Such award or sale shall
be subject to all applicable terms and conditions of the Plan and may be subject
to any other terms and conditions which are not inconsistent with the Plan and
which the Committee deems appropriate for inclusion in a Stock Purchase
Agreement. The provisions of the various Stock Purchase Agreements entered into
under the Plan need not be identical.

        (b) Duration of Offers and Nontransferability of Rights. Any right to
acquire Shares under the Plan (other than an Option) shall automatically expire
if not exercised by the Offeree within the number of days specified by the
Committee and communicated to the Offeree by the Committee. Such right shall not
be transferable and shall be exercisable only by the Offeree to whom such right
was granted.

        (c) Purchase Price. The Purchase Price of Shares to be offered under the
Plan shall be determined by the Committee at its sole discretion. The Purchase
Price shall be payable in a form described in Section 8 or in the form of
services previously rendered to the Company.

        (d) Withholding Taxes. As a condition to the purchase of Shares, the
Offeree shall make such arrangements as the Committee may require for the
satisfaction of any federal, state or local withholding tax obligations that may
arise in connection with such purchase.

        (e) Restrictions on Transfer of Shares. No Shares awarded or sold under
the Plan may be sold or otherwise transferred or disposed of by the Offeree
during the one hundred eighty (180) day period following the effective date of a
registration statement covering securities of the Company filed under the
Securities Act of 1933. Subject to the preceding sentence, any Shares awarded or
sold under the Plan shall be subject to




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such special conditions, rights of repurchase, rights of first refusal and other
transfer restrictions as the Committee may determine. Such restrictions shall be
set forth in the applicable Stock Purchase Agreement and shall apply in addition
to any general restrictions that may apply to all holders of Shares.


        SECTION 7. Terms And Conditions Of Options.

        (a) Stock Option Agreement. Each grant of an Option under the Plan shall
be evidenced by a Stock Option Agreement between the Optionee and the Company.
Such Option shall be subject to all applicable terms and conditions of the Plan
and may be subject to any other terms and conditions which are not inconsistent
with the Plan and which the Committee deems appropriate for inclusion in a Stock
Option Agreement. The provisions of the various Stock Option Agreements entered
into under the Plan need not be identical.

        (b) Number of Shares. Each Stock Option Agreement shall specify the
number of Shares that are subject to the Option and shall provide for the
adjustment of such number in accordance with Section 9. The Stock Option
Agreement shall also specify whether the Option is an ISO or a Nonstatutory
Option.

        (c) Exercise Price. Each Stock Option Agreement shall specify the
Exercise Price. The Exercise Price of an ISO shall not be less than one hundred
percent (100%) of the Fair Market Value of a Share on the date of grant, except
as otherwise provided in Section 4(b). The Exercise Price of a Nonstatutory
Option shall not be less than eighty-five percent (85%) of the Fair Market Value
of a Share on the date of grant. Subject to the preceding two sentences, the
Exercise Price under any Option shall be determined by the Committee in its sole
discretion. The Exercise Price shall be payable in a form described in Section
8.

        (d) Withholding Taxes. As a condition to the exercise of an Option, the
Optionee shall make such arrangements as the Committee may require for the
satisfaction of any federal, state, local or foreign withholding tax obligations
that may arise in connection with such exercise. The Optionee shall also make
such arrangements as the Committee may require for the satisfaction of any
federal, state, local or foreign withholding tax obligations that may arise in
connection with the disposition of Shares acquired by exercising an Option.

        (e) Exercisability. Each Stock Option Agreement shall specify the date
when all or any installment of the Option is to become exercisable. Subject to
the preceding sentence, the vesting of any Option shall be determined by the
Committee in its sole discretion.

        (f) Term. The Stock Option Agreement shall specify the term of the
Option. The term shall not exceed ten (10) years from the date of grant, except
as otherwise provided in Section 4(b). Subject to the preceding sentence, the
Committee at its sole discretion shall determine when an Option is to expire.

        (g) Nontransferability. No Option shall be transferable by the Optionee
other than by will or by the laws of descent and distribution or pursuant to a
beneficiary designation on a form prescribed by the Company. An Option may be
exercised during the lifetime of the Optionee only by him or by his guardian or
legal representative. No Option or interest therein may be transferred,
assigned, pledged or hypothecated by the Optionee during his lifetime, whether
by operation of law or otherwise, or be made subject to execution, attachment or
similar process.

        (h) Exercise of Options on Termination of Service. Each Stock Option
Agreement shall set forth the extent to which the Optionee shall have the right
to exercise the Option following termination of the Optionee's service with the
Company and its Subsidiaries. Such provisions shall be determined in the sole
discretion of the Committee, need not be uniform among all Options issued
pursuant to the Plan, and may reflect distinctions based on the reasons for
termination of employment.




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        (i) No Rights as a Stockholder. An Optionee, or a transferee of an
Optionee, shall have no rights as a stockholder with respect to any Shares
covered by an Option until the date of the issuance of a stock certificate or
completed electronic transfer of ownership of such Shares.

        (j) Modification, Extension and Assumption of Options. Within the
limitations of the Plan, the Committee may modify, extend or assume outstanding
Options or may accept the cancellation of outstanding Options (whether granted
by the Company or another issuer) in return for the grant of new Options for the
same or a different number of Shares and at the same or a different Exercise
Price.

        (k) Restrictions on Transfer of Shares. No Shares issued upon exercise
of an Option may be sold or otherwise transferred or disposed of by the Optionee
during the one hundred eighty (180) day period following the effective date of a
registration statement covering securities of the Company filed under the
Securities Act of 1933. Subject to the preceding sentence, any Shares issued
upon exercise of an Option shall be subject to such rights of repurchase, rights
of first refusal and other transfer restrictions as the Committee may determine.
Such restrictions shall be set forth in the applicable Stock Option Agreement
and shall apply in addition to any restrictions that may apply to holders of
Shares generally.


SECTION 8. Payment For Shares.

        (a) General Rule. The entire Exercise Price of Shares issued under the
Plan shall be payable in lawful money of the United States of America at the
time when such Shares are purchased, except as provided in Subsections (b), (c)
and (d) below.

        (b) Surrender of Stock. To the extent that a Stock Option Agreement so
provides, payment may be made all or in part with Shares which have already been
owned by the Optionee or the Optionee's representative for any time period
specified by the Committee and which are surrendered to the Company in good form
for transfer. Such Shares shall be valued at their Fair Market Value on the date
when the new Shares are purchased under the Plan.

        (c) Promissory Notes. To the extent that a Stock Option Agreement so
provides, payment may be made all or in part with a full recourse promissory
note executed by the Optionee. The interest rate and other terms and conditions
of such note shall be determined by the Committee. The Committee may require
that the Optionee pledge his or her Shares to the Company for the purpose of
securing the payment of such note. In no event shall the stock certificate(s)
or other indicia of ownership representing such Shares be released to the
Optionee until such note is paid in full.

        (d) Cashless Exercise. To the extent that a Stock Option Agreement so
provides and a public market for the Shares exists, payment may be made all or
in part by delivery (on a form prescribed by the Committee) of an irrevocable
direction to a securities broker to sell Shares and to deliver all or part of
the sale proceeds to the Company in payment of the aggregate Exercise Price.


SECTION 9. Adjustment of Shares.

        (a) General. In the event of a subdivision of the outstanding Stock, a
declaration of a dividend payable in Shares, a declaration of a dividend payable
in a form other than Shares in an amount that has a material effect on the value
of Shares, a combination or consolidation of the outstanding Stock into a lesser
number of Shares, a recapitalization, a reclassification or a similar
occurrence, the Committee shall make appropriate adjustments in one or more of
(i) the number of Shares available for future grants of Options or other rights
to acquire Shares under Section 5, (ii) the number of Shares covered by each
outstanding Option or other right to acquire Shares or (iii) the Exercise Price
of each outstanding Option or the Purchase Price of each other right to acquire
Shares.




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        (b) Reorganizations. In the event that the Company is a party to a
merger or reorganization, outstanding Options or other rights to acquire Shares
shall be subject to the agreement of merger or reorganization.

        (c) Reservation of Rights. Except as provided in this Section 9, an
Optionee or Offeree shall have no rights by reason of (i) any subdivision or
consolidation of shares of stock of any class, (ii) the payment of any dividend,
or (iii) any other increase or decrease in the number of shares of stock of any
class. Any issue by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall not affect, and no
adjustment by reason thereof shall be made with respect to, the number or
Exercise Price of Shares subject to an Option, or the number or Purchase Price
of shares subject to any other right to acquire Shares. The grant of an Option
or other right to acquire Shares pursuant to the Plan shall not affect in any
way the right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure, to merge or
consolidate or to dissolve, liquidate, sell or transfer all or any part of its
business or assets.


SECTION 10. Legal Requirements.

        Shares shall not be issued under the Plan unless the issuance and
delivery of such Shares complies with (or is exempt from) all applicable
requirements of law, including (without limitation) the Securities Act of 1933,
as amended, the rules and regulations promulgated thereunder, state securities
laws and regulations, and the regulations of any stock exchange on which the
Company's securities may then be listed, and the Company has obtained the
approval or favorable ruling from any governmental agency which the Company
determines is necessary or advisable.


SECTION 11.    No Employment Rights.

        No provision of the Plan, nor any Option granted or other right to
acquire Shares awarded under the Plan, shall be construed to give any person any
right to become, to be treated as, or to remain an Employee. The Company and its
Subsidiaries reserve the right to terminate any person's Service at any time and
for any reason.


SECTION 12. Duration And Amendments.

        (a) Term of the Plan. The Plan, as set forth herein, shall become
effective on the date of its adoption by the Board of Directors, subject to the
approval of the Company's stockholders. In the event that the stockholders fail
to approve the Plan within twelve (12) months after its adoption by the Board of
Directors, any Option grants or other right to acquire Shares already made shall
be null and void, and no additional Option grants or other right to acquire
Shares shall be made after such date. The Plan shall terminate automatically ten
(10) years after its adoption by the Board of Directors and may be terminated on
any earlier date pursuant to Subsection (b) below.

        (b) Right to Amend or Terminate the Plan. The Board of Directors may
amend the Plan at any time and from time to time. Rights and obligations under
any Option granted or other right to acquire Shares awarded before amendment of
the Plan shall not be materially altered, or impaired adversely, by such
amendment, except with consent of the Optionee or Offeree. An amendment of the
Plan shall be subject to the approval of the Company's stockholders only to the
extent required by applicable laws, regulations or rules.

        (c) Effect of Amendment or Termination. No Shares shall be issued or
sold under the Plan after the termination thereof, except upon exercise of an
Option granted prior to such termination. The termination




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<PAGE>   11

of the Plan, or any amendment thereof, shall not affect any Share previously
issued or Option previously granted under the Plan.


SECTION 13.    Execution.

        To record the adoption of the Plan, as amended, the Company has caused
its authorized officer to execute the same as of January 2, 2001.




                                        CRITICAL PATH, INC.

                                        By  /s/ David Hayden
                                           -------------------------------

                                        Its:  Chairman of the Board
                                             -----------------------------




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