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                                                                   EXHIBIT 10.02

                          EXODUS COMMUNICATIONS, INC.

                1998 DIRECTORS STOCK OPTION AND STOCK AWARD PLAN

                            Adopted January 15, 1998
            Amended January 27, 1998, June 6, 2000 and May 31, 2001

1. PURPOSE

   This 1998 Directors Stock Option and Stock Award Plan (this "Plan") is
established to provide equity incentives for certain nonemployee members of the
Board of Directors of Exodus Communications, Inc. (the "Company"), who are
described in Section 6 below, by granting such persons options to purchase
shares of stock of the Company or Stock Awards, as defined in Section 9 below.

2. ADOPTION AND STOCKHOLDER APPROVAL

   After this Plan is adopted by the Board of Directors of the Company (the
"Board"), this Plan will become effective on the time and date (the "Effective
Date") on which the registration statement filed by the Company with the
Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as
amended (the "Securities Act"), to register the initial public offering of the
Company's Common Stock is declared effective by the SEC. This Plan shall be
approved by the stockholders of the Company, consistent with applicable laws,
within twelve (12) months after the date this Plan is adopted by the Board.

3. TYPES OF AWARDS AND SHARES

   Awards may be issued under this Plan as non-qualified stock options
("NQSOs") or as Stock Awards. The shares of stock that may be purchased upon
exercise of Options granted under this Plan or granted as Stock Awards (the
"Shares") are shares of the Common Stock of the Company.

4. NUMBER OF SHARES

   The maximum number of Shares that may be issued pursuant to Options or Stock
Awards granted under this Plan (the "Maximum Number") is 3,200,000 Shares,
subject to adjustment as provided in this Plan. If any Option is terminated for
any reason without being exercised in whole or in part, the Shares thereby
released from such Option shall be available for purchase under other Options
subsequently granted under this Plan. A Stock Award that otherwise terminates
without Shares being issued, will again be available for grant and issuance in
connection with future Stock Awards under this Plan. At all times during the
term of this Plan, the Company shall reserve and keep available such number of
Shares as shall be required to satisfy the requirements of outstanding Options
granted or Stock Awards issued under this Plan; provided, however that if the
aggregate number of Shares subject to outstanding Options granted or Stock
Awards issued under this Plan plus the aggregate number of Shares previously
issued by the Company pursuant to the exercise of Options granted or pursuant
to a Stock Awards under this Plan equals or exceeds the Maximum Number, then
notwithstanding anything herein to the contrary, no further Options or Stock
Awards may be granted under this Plan until the Maximum Number is increased or
the aggregate number of Shares subject to outstanding Options granted or Stock
Awards issued under this Plan plus the aggregate number of Shares previously
issued by the Company pursuant to the exercise of Options granted or the
issuance of Stock Awards under this Plan is less than the Maximum Number.

5. ADMINISTRATION

   This Plan shall be administered by the Board or by a committee of not less
than two members of the Board appointed to administer this Plan (the
"Committee"). As used in this Plan, references to the Committee shall mean
either such Committee or the Board if no Committee has been established. The
interpretation by the Committee of any of the provisions of this Plan, any
Option granted or Stock Award issued under this Plan

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shall be final and binding upon the Company and all persons having an interest
in any Option or any Shares purchased pursuant to an Option or any Shares
issued pursuant to a Stock Award.

6. ELIGIBILITY

   Options or Awards shall be granted only to directors of the Company who are
not employees of the Company or any Parent, Subsidiary or Affiliate of the
Company, as those terms are defined in Section 17 below (each such person
referred to as an "Eligible Participant").

7. FORMULA OPTION GRANTS.

   7.1 Initial Grant. Each Eligible Participant who is or becomes a member of
the Board on or after the Effective Date will automatically be granted an
Option for 60,000 Shares (an "Initial Grant") on the earlier of the Effective
Date or on the date such Eligible Participant becomes a member of the Board.

   7.2 Succeeding Grants. n the date of each Annual Meeting of Stockholders
following an Eligible Participant's Initial Grant (or previous grant from the
Company outside this Plan if such Eligible Participant was ineligible to
receive an Initial Grant) provided the Eligible Participant is a member of the
Board on such date and has served continuously as a member of the Board since
the date of such Eligible Participant's Initial Grant or previous grant, as the
case may be, the Eligible Participant will automatically be granted an Option
for 40,000 Shares (a "Succeeding Grant").

   7.3 Form of Option Grant. Each Option granted under this Plan shall be
evidenced by a written Stock Option Grant ("Grant") in such form (which need
not be the same for each Eligible Participant) as the Committee shall from time
to time approve, which Grant shall comply with and be subject to the terms and
conditions of this Plan.

   7.4 Vesting. The date an Eligible Participant receives an Initial Grant or a
Succeeding Grant is referred to in this Plan as the "Start Date" for such
Option. Options become exercisable as they vest.

     (a) Initial Grants. Each Initial Grant made on or after February 29,
  2000 will vest over three years as to thirty three and one-third percent
  (33.33%) of the Shares on the first anniversary following its Start Date
  and for the next twenty-four (24) months thereafter shall vest monthly as
  to 2.7777% of the Shares, so long as the Eligible Participant continuously
  remains a director or a consultant of the Company. Each Initial Grant made
  prior to February 29, 2000 will vest as to thirty three and one-third
  percent (33.33%) of the Shares at the end of each annual anniversary of the
  Start Date for such Initial Grant, so long as the Eligible Participant
  continuously remains a director or consultant of the Company. Fractional
  shares shall not be exercisable but shall carry forward and be added to
  fractional shares that vest subsequently until such fractional shares equal
  a whole exercisable share.

     (b) Succeeding Grants. Each Succeeding Grant made on or after May 31,
  2001 will vest over twenty-four months as to 4.1666% of the Shares each
  month following its Start Date, so long as the Eligible Participant
  continuously remains a director or a consultant of the Company. Each
  Succeeding Grant made on or after February 29, 2000, but prior to May 31,
  2001 will vest over forty-eight months as to 2.0833% of the Shares each
  month following its Start Date, so long as the Eligible Participant
  continuously remains a director or a consultant of the Company. Each
  Succeeding Grant made prior to February 29, 2000 will vest as to twenty-
  five percent (25%) of the Shares at the end of each anniversary of the
  Start Date for such Succeeding Grant, so long as the Eligible Participant
  continuously remains a director or consultant of the Company. Fractional
  shares shall not be exercisable but shall carry forward and be added to
  fractional shares that vest subsequently until such fractional shares equal
  a whole exercisable share.

   7.5 Exercise Price. The exercise price of an Option shall be the Fair Market
Value (as defined in Section 17.4) of the Shares, at the time that the Option
is granted.

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   7.6 Termination of Option. Except as provided below in this Section, each
Option shall expire ten (10) years after its Start Date (the "Expiration
Date"). The Option shall cease to vest when the Eligible Participant ceases to
be a member of the Board or a consultant of the Company. The date on which the
Eligible Participant ceases to be a member of the Board or a consultant of the
Company shall be referred to as the "Termination Date". An Option may be
exercised after the Termination Date only as set forth below:

     (a) Termination Generally.  If the Eligible Participant ceases to be a
  member of the Board or a consultant of the Company for any reason except
  death of the Eligible Participant or disability of the Eligible Participant
  (whether temporary or permanent, partial or total, as determined by the
  Committee), then each Option then held by such Eligible Participant, to the
  extent (and only to the extent) that it would have been exercisable by the
  Eligible Participant on the Termination Date, may be exercised by the
  Eligible Participant no later than seven (7) months after the Termination
  Date, but in no event later than the Expiration Date.

     (b) Death or Disability. If the Eligible Participant ceases to be a
  member of the Board or a consultant of the Company because of the death of
  the Eligible Participant or the disability of the Eligible Participant
  (whether temporary or permanent, partial or total, as determined by the
  Committee), then each Option then held by such Eligible Participant to the
  extent (and only to the extent) that it would have been exercisable by the
  Eligible Participant on the Termination Date, may be exercised by the
  Eligible Participant (or the Eligible Participant's legal representative)
  no later than twelve (12) months after the Termination Date, but in no
  event later than the Expiration Date.

   7.7 Exercise Period. Subject to the provisions of Section 7.11 below,
Options shall be exercisable as they vest.

   7.8 Notice. Options may be exercised only by delivery to the Company of an
exercise agreement in a form approved by the Committee stating the number of
Shares being purchased, the restrictions imposed on the Shares and such
representations and agreements regarding the Eligible Participant's investment
intent and access to information as may be required by the Company to comply
with applicable securities laws, together with payment in full of the exercise
price for the number of Shares being purchased.

   7.9 Payment. Payment for the Shares purchased upon exercise of an Option may
be made (a) in cash or by check; (b) by surrender of shares of Common Stock of
the Company that have been owned by the Eligible Participant for more than six
(6) months (and which have been paid for within the meaning of SEC Rule 144
and, if such shares were purchased from the Company by use of a promissory
note, such note has been fully paid with respect to such shares) or were
obtained by the Eligible Participant in the open public market, having a Fair
Market Value equal to the exercise price of the Option; (c) by waiver of
compensation due or accrued to the Eligible Participant for services rendered;
(d) provided that a public market for the Company's stock exists, through a
"same day sale" commitment from the Eligible Participant and a broker-dealer
that is a member of the National Association of Securities Dealers (an "NASD
Dealer") whereby the Eligible Participant irrevocably elects to exercise the
Option and to sell a portion of the Shares so purchased to pay for the exercise
price and whereby the NASD Dealer irrevocably commits upon receipt of such
Shares to forward the exercise price directly to the Company; (e) provided that
a public market for the Company's stock exists, through a "margin" commitment
from the Eligible Participant and an NASD Dealer whereby the Eligible
Participant irrevocably elects to exercise the Option and to pledge the Shares
so purchased to the NASD Dealer in a margin account as security for a loan from
the NASD Dealer in the amount of the exercise price, and whereby the NASD
Dealer irrevocably commits upon receipt of such Shares to forward the exercise
price directly to the Company; or (f) by any combination of the foregoing.

   7.10 Withholding Taxes. Prior to issuance of the Shares upon exercise of an
Option, the Eligible Participant shall pay or make adequate provision for any
federal or state withholding obligations of the Company, if applicable.

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   7.11 Limitations on Exercise. Notwithstanding the exercise periods set forth
in the Grant, exercise of an Option shall always be subject to the following
limitations:

     (a) An Option shall not be exercisable unless such exercise is in
  compliance with the Securities Act and all applicable state securities
  laws, as they are in effect on the date of exercise.

     (b) The Committee may specify a reasonable minimum number of Shares that
  may be purchased upon any exercise of an Option, provided that such minimum
  number will not prevent the Eligible Participant from exercising the full
  number of Shares as to which the Option is then exercisable.

8. NONTRANSFERABILITY OF OPTIONS

   During the lifetime of the Eligible Participant, an Option shall be
exercisable only by the Eligible Participant or by the Eligible Participant's
guardian or legal representative, unless otherwise determined by the Committee.
No Option may be sold, pledged, assigned, hypothecated, transferred or disposed
of in any manner other than by will or by the laws of descent and distribution,
unless otherwise determined by the Committee.

9. STOCK AWARDS

   Each Eligible Participant may elect to receive shares of the Company's
Common Stock in lieu of the total cash fees otherwise receivable from the
Company for service as a director ("Stock Awards") for a given calendar year as
determined by the Board. Any such election must be made by entering into an
agreement with the Company as evidenced by the form of agreement attached
hereto as Exhibit 9.1 and filing such agreement with the Company on or before
the election deadline as specified by the Board. Except for elections for
calendar year 2001 which must be made by June 15, 2001, such election deadline
for an Eligible Participant to elect to receive the Stock Award shall be
December 31 of the year prior to the calendar year in which such Eligible
Participant's cash fees will be due. Stock Awards shall be granted effective on
the date that total cash fees are otherwise payable by the Company to the
Eligible Participant. The number of Shares of any Stock Award to be Awarded to
any Eligible Participant shall be determined on the date of grant of the Stock
Award and shall be equal to the total cash fees otherwise payable by the
Company to an Eligible Employee divided by the Fair Market Value (as defined in
Section 17.4) of the Shares. At the end of the calendar year for which an
Eligible Participant has made an election to receive a Stock Award (or upon the
date such person ceases to be an Eligible Participant, if such date is
earlier), the Company will calculate the total number of Stock Awards owed to
such Eligible Participant and will deliver to such person, no later than thirty
(30) days thereafter, the aggregate number of shares represented thereby,
provided, however, that no fractional shares shall be issued upon delivery of
Stock Awards and any resulting fraction of a share shall be rounded down to the
nearest whole share.

10. PRIVILEGES OF STOCK OWNERSHIP

   No Eligible Participant shall have any of the rights of a stockholder with
respect to any Shares subject to an Option until the Option has been validly
exercised. No adjustment shall be made for dividends or distributions or other
rights for which the record date is prior to the date of exercise, except as
provided in this Plan. The Company shall provide to each Eligible Participant a
copy of the annual financial statements of the Company at such time after the
close of each fiscal year of the Company as they are released by the Company to
its stockholders.

11. ADJUSTMENTS

   In the event that the number of outstanding shares of Common Stock of the
Company is changed by a stock dividend, stock split, reverse stock split,
combination, reclassification or similar change in the capital structure of the
Company without consideration, the number of Shares available under this Plan
and the number of Shares subject to outstanding Options, the exercise price per
share of such outstanding Options and the

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number of Shares subject to Stock Awards shall be proportionately adjusted,
subject to any required action by the Board or stockholders of the Company and
compliance with applicable securities laws; provided, however, that no
fractional shares shall be issued upon exercise of any Option and any resulting
fractions of a Share shall be rounded up to the nearest whole Share.

12. NO OBLIGATION TO CONTINUE AS DIRECTOR

   Nothing in this Plan or any Award granted or issued under this Plan shall
confer on any Eligible Participant any right to continue as a director of the
Company.

13. COMPLIANCE WITH LAWS

   The grant or issuance of Awards and the issuance of Shares upon exercise of
any Options shall be subject to and conditioned upon compliance with all
applicable requirements of law, including without limitation compliance with
the Securities Act, compliance with all other applicable state securities laws
and compliance with the requirements of any stock exchange or national market
system on which the Shares may be listed. The Company shall be under no
obligation to register the Shares with the SEC or to effect compliance with the
registration or qualification requirement of any state securities laws, stock
exchange or national market system.

14. ACCELERATION OF OPTIONS ON CERTAIN CORPORATE TRANSACTIONS

   In the event of (a) a dissolution or liquidation of the Company, (b) a
merger or consolidation in which the Company is not the surviving corporation
(other than a merger or consolidation with a wholly-owned subsidiary, a
reincorporation of the Company in a different jurisdiction, or other
transaction in which there is no substantial change in the stockholders of the
Company or their relative stock holdings and the Options granted under this
Plan are assumed, converted or replaced by the successor corporation, which
assumption, conversion or replacement will be binding on all Eligible
Participants), (c) a merger in which the Company is the surviving corporation
but after which the stockholders of the Company (other than any stockholder
which merges (or which owns or controls another corporation which merges) with
the Company in such merger) cease to own their shares or other equity interests
in the Company, (d) the sale of substantially all of the assets of the Company,
or (e) the acquisition, sale or transfer of more than 50% of the outstanding
shares of the Company by tender offer or similar transaction, the vesting of
all options granted pursuant to this Plan will accelerate and the options will
become exercisable in full prior to the consummation of such event at such
times and on such conditions as the Committee determines, and must be
exercised, if at all, within six months of the consummation of said event. Any
options not exercised within such six-month period shall expire.

15. AMENDMENT OR TERMINATION OF PLAN

   The Board may at any time terminate or amend this Plan or any outstanding
option, provided that the Board may not terminate or amend the terms of any
outstanding option without the consent of the Eligible Participant. In any
case, no amendment of this Plan may adversely affect any then outstanding
Awards or any unexercised portions thereof without the written consent of the
Eligible Participant.

16. TERM OF PLAN

   Awards may be granted pursuant to this Plan from time to time within a
period of ten (10) years from the Effective Date.

17. CERTAIN DEFINITIONS

   As used in this Plan, the following terms shall have the following meanings:

   17.1 "Parent" means any corporation (other than the Company) in an unbroken
chain of corporations ending with the Company if each of such corporations
other than the Company owns stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other corporations in such
chain.

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   17.2 "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.

   17.3 "Affiliate" means any corporation that directly, or indirectly through
one or more intermediaries, controls or is controlled by, or is under common
control with, another corporation, where "control" (including the terms
"controlled by" and "under common control with") means the possession, direct
or indirect, of the power to cause the direction of the management and policies
of the corporation, whether through the ownership of voting securities, by
contract or otherwise.

   17.4 "Fair Market Value" means, as of any date, the value of a share of the
Company's Common Stock determined as follows:

     (a) if such Common Stock is then quoted on the Nasdaq National Market,
  its closing price on the Nasdaq National Market on the date of
  determination as reported in The Wall Street Journal;

     (b) if such Common Stock is publicly traded and is then listed on a
  national securities exchange, its closing price on the date of
  determination on the principal national securities exchange on which the
  Common Stock is listed or admitted to trading as reported in The Wall
  Street Journal;

     (c) if such Common Stock is publicly traded but is not quoted on the
  Nasdaq National Market nor listed or admitted to trading on a national
  securities exchange, the average of the closing bid and asked prices on the
  date of determination as reported in The Wall Street Journal;

     (d) in the case of an Option granted on the Effective Date, the price
  per share at which shares of the Company's Common Stock are initially
  offered for sale to the public by the Company's underwriters in the initial
  public offering of the Company's Common Stock pursuant to a registration
  statement filed with the SEC under the Securities Act; or

     (e) if none of the foregoing is applicable, by the Committee in good
  faith.

   17.5 "Award" means any award under this Plan, including any Option or Stock
Award.

   17.6 "Stock Award" means an award of Shares pursuant to Section 9.

   17.7 "Option" means an award of an option to purchase Shares pursuant to
Section 7.

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