Exhibit 10.18

SIEBEL SYSTEMS, INC.
AMENDED AND RESTATED

1998 EQUITY INCENTIVE PLAN
Adopted October 28, 1998
Amended April 19, 1999
Amended December 8, 2000
Amended April 17, 2001
Amended and Restated October 18, 2001
Amended November 15, 2002



1. Purposes.
2. The purpose of the Plan is to provide a means by which selected Employees of and Consultants to the Company, and its Affiliates, may be given an opportunity to benefit from increases in value of the stock of the Company through the granting of (i) Nonstatutory Stock Options, (ii) stock bonuses, and (iii) rights to purchase restricted stock, all as defined below.
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5. Definitions.
6. "Affiliate" means any parent corporation or subsidiary corporation, whether now or hereafter existing, as those terms are defined in Rule 405 of Regulation C promulgated under the federal Securities Act of 1933.
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28. Administration.
29. The Plan shall be administered by the Board unless and until the Board delegates administration to a Committee, as provided in subsection 3(c).
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37. Shares Subject to the Plan.
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40. Eligibility.
41. Option Provisions.
42. Term
43. Price
44. Consideration
45. Transferability
46. Vesting
47. Termination of Employment or Consulting Relationship
48. Disability of Optionee
49. Death of Optionee
50. Terms of Stock Bonuses and Purchases of Restricted Stock.
51. Purchase Price
52. Transferability
53. Consideration.
54. Vesting.
55. Termination of Employment or Consulting Relationship.
56. Covenants of the Company.
57. During the terms of the Stock Awards, the Company shall keep available at all times the number of shares of stock required to satisfy such Stock Awards.
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59. Use of Proceeds from Stock.
60. Miscellaneous.
61. The Board shall have the power to accelerate the time at which a Stock Award may first be exercised or the time during which a Stock Award or any part thereof will vest pursuant to subsection 6(e) or 7(d), notwithstanding the provisions in the Stock Award stating the time at which it may first be exercised or the time during which it will vest.
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64. Securities Law Compliance.
65. Withholding
66. Adjustments Upon Changes in Stock.
67. If any change is made in the stock subject to the Plan, or subject to any Stock Award, without the receipt of consideration by the Company (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transaction not involving the receipt of consideration by the Company), the Plan will be appropriately adjusted in the class(es) and the maximum number of shares subject to the Plan pursuant to subsection 4(a), and the outstanding Stock Awards will be appropriately adjusted in the class(es) and number of shares and price per share of stock subject to such outstanding Stock Awards.  Such adjustments shall be made by the Board or the Committee, the determination of which shall be final, binding and conclusive.  (The conversion of any convertible securities of the Company shall not be treated as a "transaction not involving the receipt of consideration by the Company.")
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69. Amendment of the Plan and Stock Awards.
70. The Board at any time, and from time to time, may amend the Plan.
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75. Termination or Suspension of the Plan.
76. The Board may suspend or terminate the Plan at any time.  No Stock Awards may be granted under the Plan while the Plan is suspended or after it is terminated.
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78. Effective Date of Plan.