Exhibit 10.2
                                                                    ------------


                            SWITCHBOARD INCORPORATED

                            1999 Stock Incentive Plan

1.  Purpose
    -------

The purpose of this 1999 Stock Incentive Plan (the "Plan") of Switchboard
Incorporated, a Delaware corporation (the "Company"), is to advance the
interests of the Company's stockholders by enhancing the Company's ability to
attract, retain and motivate persons who make (or are expected to make)
important contributions to the Company by providing such persons with equity
ownership opportunities and performance-based incentives and thereby better
aligning the interests of such persons with those of the Company's stockholders.
Except where the context otherwise requires, the term "Company" shall include
any of the Company's present or future subsidiary corporations as defined in
Section 424(f) of the Internal Revenue Code of 1986, as amended, and any
regulations promulgated thereunder (the "Code").

2.  Eligibility
    -----------

All of the Company's employees, officers, directors, consultants and advisors
(and any individuals who have accepted an offer for employment) are eligible to
be granted options, restricted stock awards, or other stock-based awards (each,
an "Award") under the Plan. Each person who has been granted an Award under the
Plan shall be deemed a "Participant."

3.  Administration, Delegation
    --------------------------

         (a) Administration by Board of Directors. The Plan will be administered
             ------------------------------------
by the Board of Directors of the Company (the "Board"). The Board shall have
authority to grant Awards and to adopt, amend and repeal such administrative
rules, guidelines and practices relating to the Plan as it shall deem advisable.
The Board may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any Award in the manner and to the extent it shall
deem expedient to carry the Plan into effect and it shall be the sole and final
judge of such expediency. All decisions by the Board shall be made in the
Board's sole discretion and shall be final and binding on all persons having or
claiming any interest in the Plan or in any Award. No director or person acting
pursuant to the authority delegated by the Board shall be liable for any action
or determination relating to or under the Plan made in good faith.

         (b) Delegation to Executive Officers. 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 and exercise such other powers under the Plan
as the Board may determine, provided that the Board shall fix the maximum number
of shares subject to Awards and the maximum number of shares for any one
Participant to be made by such executive officers.

         (c) Appointment of Committees. To the extent permitted by applicable
             -------------------------
law, the Board may delegate any or all of its powers under the Plan to one or
more committees or subcommittees of the Board (a "Committee"). All references in
the Plan to the "Board" shall mean the Board or a Committee of the Board or the

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executive officer referred to in Section 3(b) to the extent that the Board's
powers or authority under the Plan have been delegated to such Committee or
executive officer.

4.  Stock Available for Awards
    --------------------------

         (a) Number of Shares. Subject to adjustment under Section 8, Awards may
             ----------------
be made under the Plan for up to the sum of (i) One Million Five Hundred
Thousand (1,500,000) shares of common stock, $0.01 par value per share, of the
Company (the "Common Stock") plus (ii) such additional number of shares of
Common Stock (up to 3,000,000 shares) as is equal to the sum of (x) the number
of shares which remain available for grant under the Company's 1996 Stock
Incentive Plan (the "1996 Plan") upon the closing of the Company's initial
public offering and (y) the number of shares subject to awards granted under the
1996 Plan which are not actually issued pursuant to such awards because such
awards expire or are terminated, surrendered or canceled without having been
fully exercised or are forfeited in whole or in part or otherwise result in any
Common Stock not being issued. If any Award expires or is terminated,
surrendered or canceled without having been fully exercised or is forfeited in
whole or in part or results in any Common Stock not being issued, the unused
Common Stock covered by such Award shall again be available for the grant of
Awards under the Plan, subject, however, in the case of Incentive Stock Options
(as hereinafter defined), 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) Per-Participant Limit. Subject to adjustment under Section 8, for
             ---------------------
Awards granted after the Common Stock is registered under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), the maximum number of
shares of Common Stock with respect to which an Award may be granted to any
Participant under the Plan shall be 1,000,000 per calendar year. The
per-Participant limit described in this Section 4(b) shall be construed and
applied consistently with Section 162(m) of the Code ("Section 162(m)").

5.  Stock Options
    -------------

         (a) General. The Board may grant options to purchase Common Stock
             -------
(each, an "Option") and determine the number of shares of Common Stock to be
covered by each Option, the exercise price of each Option and the conditions and
limitations applicable to the exercise of each Option, including conditions
relating to applicable federal or state securities laws, as it considers
necessary or advisable. An Option which is not intended to be an Incentive Stock
Option (as hereinafter defined) shall be designated a "Nonstatutory Stock
Option."

         (b) Incentive Stock Options. An Option that the Board intends to be an
             -----------------------
"incentive stock option" as defined in Section 422 of the Code (an "Incentive
Stock Option") shall only be granted to employees of the Company and shall be
subject to and shall be construed consistently with the requirements of Section
422 of the Code. The Company shall have no liability to a Participant, or any
other party, if an Option (or any part thereof) which is intended to be an
Incentive Stock Option is not an Incentive Stock Option.

         (c) Exercise Price.The Board shall establish the exercise price at the
             --------------
time each Option is granted and specify it in the applicable option agreement.

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<PAGE>

         (d) Duration of Options. Each Option shall be exercisable at such times
             -------------------
and subject to such terms and conditions as the Board may specify in the
applicable option agreement.

         (e) Exercise of Option. Options may be exercised by delivery to the
             ------------------
Company of a written notice of exercise signed by the proper person or by any
other form of notice (including electronic notice) approved by the Board
together with payment in full as specified in Section 5(f) for the number of
shares for which the Option is exercised.

         (f)      Payment Upon Exercise.  Common Stock purchased upon the
                  ----------------------
exercise of an Option granted under the Plan shall be paid for as follows:

                  (1) in cash or by check, payable to the order of the Company;

                  (2) except as the Board may, in its sole discretion, otherwise
provide in an option agreement, by (i) delivery of an irrevocable and
unconditional undertaking by a creditworthy broker to deliver promptly to the
Company sufficient funds to pay the exercise price or (ii) delivery by the
Participant to the Company of a copy of irrevocable and unconditional
instructions to a creditworthy broker to deliver promptly to the Company cash or
a check sufficient to pay the exercise price;

                  (3) when the Common Stock is registered under the Exchange
Act, by delivery of shares of Common Stock owned by the Participant valued at
their fair market value as determined by (or in a manner approved by) the Board
in good faith ("Fair Market Value"), provided (i) such method of payment is then
permitted under applicable law and (ii) such Common Stock was owned by the
Participant at least six months prior to such delivery;

                  (4) to the extent permitted by the Board, in its sole
discretion by (i) delivery of a promissory note of the Participant to the
Company on terms determined by the Board, or (ii) payment of such other lawful
consideration as the Board may determine; or

                  (5) by any combination of the above permitted forms of
payment.

6.  Restricted Stock
    ----------------

         (a) Grants. The Board may grant Awards entitling recipients to acquire
             ------
shares of Common Stock, subject to the right of the Company to repurchase all or
part of such shares at their issue price or other stated or formula price (or to
require forfeiture of such shares if issued 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 restriction period or periods
established by the Board for such Award (each, a "Restricted Stock Award").

         (b) Terms and Conditions. The Board shall determine the terms and
             --------------------
conditions of any such Restricted Stock Award, including the conditions for
repurchase (or forfeiture) and the issue price, if any. Any stock certificates
issued in respect of a Restricted Stock Award 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 applicable restriction periods, the
Company (or such designee) shall deliver the certificates no longer subject to


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<PAGE>

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

7.  Other Stock-Based Awards
    ------------------------

The Board shall have the right to grant other Awards based upon the Common Stock
having such terms and conditions as the Board may determine, including the grant
of shares based upon certain conditions, the grant of securities convertible
into Common Stock and the grant of stock appreciation rights.

8.  Adjustments for Changes in Common Stock and Certain Other Events
    ----------------------------------------------------------------
         (a) Changes in Capitalization. In the event of any stock split, reverse
             -------------------------
stock split, stock dividend, recapitalization, combination of shares,
reclassification of shares, spin-off or other similar change in capitalization
or event, or any distribution to holders of Common Stock other than a normal
cash dividend, (i) the number and class of securities available under this Plan,
(ii) the per-Participant limit set forth in Section 4(b), (iii) the number and
class of securities and exercise price per share subject to each outstanding
Option, (iv) the repurchase price per share subject to each outstanding
Restricted Stock Award, and (v) the terms of each other outstanding Award shall
be appropriately adjusted by the Company (or substituted Awards may be made, if
applicable) to the extent the Board shall determine, in good faith, that such an
adjustment (or substitution) is necessary and appropriate. If this Section 8(a)
applies and Section 8(c) also applies to any event, Section 8(c) shall be
applicable to such event, and this Section 8(a) shall not be applicable.

         (b) Liquidation or Dissolution. In the event of a proposed liquidation
             --------------------------
or dissolution of the Company, the Board shall upon written notice to the
Participants provide that all then unexercised Options will (i) become
exercisable in full as of a specified time at least 10 business days prior to
the effective date of such liquidation or dissolution and (ii) terminate
effective upon such liquidation or dissolution, except to the extent exercised
before such effective date. The Board may specify the effect of a liquidation or
dissolution on any Restricted Stock Award or other Award granted under the Plan
at the time of the grant of such Award.

         (c) Acquisition Events
             ------------------

                  (1) Definition. An "Acquisition Event" shall mean: (a) any
                      ----------
merger or consolidation of the Company with or into another entity as a result
of which the Common Stock is converted into or exchanged for the right to
receive cash, securities or other property or (b) any exchange of shares of the
Company for cash, securities or other property pursuant to a statutory share
exchange transaction.

                  (2) Consequences of an Acquisition Event on Options. Upon the
                      -----------------------------------------------
occurrence of an Acquisition Event, or the execution by the Company of any
agreement with respect to an Acquisition Event, the Board shall provide that all
outstanding Options shall be assumed, or equivalent options shall be
substituted, by the acquiring or succeeding corporation (or an affiliate


                                       4
<PAGE>

thereof). For purposes hereof, an Option shall be considered to be assumed if,
following consummation of the Acquisition Event, the Option confers the right to
purchase, for each share of Common Stock subject to the Option immediately prior
to the consummation of the Acquisition Event, the consideration (whether cash,
securities or other property) received as a result of the Acquisition Event by
holders of Common Stock for each share of Common Stock held immediately prior to
the consummation of the Acquisition Event (and if holders were offered a choice
of consideration, the type of consideration chosen by the holders of a majority
of the outstanding shares of Common Stock); provided, however, that if the
consideration received as a result of the Acquisition Event is not solely common
stock of the acquiring or succeeding corporation (or an affiliate thereof), the
Company may, with the consent of the acquiring or succeeding corporation,
provide for the consideration to be received upon the exercise of Options to
consist solely of common stock of the acquiring or succeeding corporation (or an
affiliate thereof) equivalent in Fair Market Value to the per share
consideration received by holders of outstanding shares of Common Stock as a
result of the Acquisition Event.

                  Notwithstanding the foregoing, if the acquiring or succeeding
corporation (or an affiliate thereof) does not agree to assume, or substitute
for, such Options, then the Board shall, upon written notice to the
Participants, provide that all then outstanding Options will become vested and
exercisable with respect to 25% of their unvested shares as of a specified time
prior to the Acquisition Event and all of such Options (whether or not then
exercisable) will terminate immediately prior to the consummation of such
Acquisition Event, except to the extent exercised by the Participants before the
consummation of such Acquisition Event; provided, however, that in the event of
an Acquisition Event under the terms of which holders of Common Stock will
receive upon consummation thereof a cash payment for each share of Common Stock
surrendered pursuant to such Acquisition Event (the "Acquisition Price"), then
the Board may instead provide that all outstanding Options shall terminate upon
consummation of such Acquisition Event and that each Participant shall receive,
in exchange therefor, a cash payment equal to the amount (if any) by which (A)
the Acquisition Price multiplied by the number of shares of Common Stock with
respect to which such outstanding Options are then exercisable (including the
25% additional vested shares the vesting of which accelerated pursuant to the
preceding clauses of this paragraph), exceeds (B) the aggregate exercise price
of such Options.

                  (3) Consequences of an Acquisition Event on Restricted Stock
                      --------------------------------------------------------
Awards. Upon the occurrence of an Acquisition Event, the repurchase and other
------
rights of the Company under each outstanding Restricted Stock Award shall be
assumed or substituted by and shall inure to the benefit of the Company's
successor and shall apply to the cash, securities or other property which the
Common Stock was converted into or exchanged for pursuant to such Acquisition
Event in the same manner and to the same extent as they applied to the Common
Stock subject to such Restricted Stock Award.

                  (4) Consequences of an Acquisition Event on Other Awards.
                      ----------------------------------------------------
The Board shall specify the effect of an Acquisition Event on any other Award
granted under the Plan at the time of the grant of such Award.

9.  General Provisions Applicable to Awards
    ---------------------------------------
         (a) Transferability of Awards. Except as the Board may otherwise
             -------------------------
determine or provide in an Award, Awards shall not be sold, assigned,


                                       5
<PAGE>

transferred, pledged or otherwise encumbered by the person to whom they are
granted, either voluntarily or by operation of law, except by will or the laws
of descent and distribution, and, during the life of the Participant, shall be
exercisable only by the Participant. References to a Participant, to the extent
relevant in the context, shall include references to authorized transferees.

         (b) Documentation. Each Award shall be evidenced by a written
             -------------
instrument in such form as the Board shall determine. Each Award may contain
terms and conditions in addition to those set forth in the Plan.

         (c) Board Discretion.  Except as otherwise provided by the Plan,
             ----------------
each Award may be made alone or in addition or in relation to any other Award.
The terms of each Award need not be identical, and the Board need not treat
Participants uniformly.

         (d) Termination of Status. The Board shall determine the effect on an
             ---------------------
Award of the disability, death, retirement, authorized leave of absence or other
change in the employment or other status of a Participant and the extent to
which, and the period during which, the Participant, the Participant's legal
representative, conservator, guardian or Designated Beneficiary may exercise
rights under the Award.

         (e) Withholding. Each 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 connection with Awards to such Participant no later than the date
of the event creating the tax liability. Except as the Board may otherwise
provide in an Award, when the Common Stock is registered under the Exchange Act,
Participants may, to the extent then permitted under applicable law, satisfy
such tax obligations in whole or in part by delivery of 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 a
Participant.

         (f) Amendment of Award. The Board may amend, modify or terminate any
             ------------------
outstanding Award, including but not limited to, 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.

         (g) Conditions on Delivery of Stock. The Company will not be obligated
             -------------------------------
to deliver any shares of Common Stock pursuant to the Plan or to remove
restrictions from shares previously delivered under the Plan until (i) all
conditions of the Award have been met or removed to the satisfaction of the
Company, (ii) in the opinion of the Company's counsel, all other legal matters
in connection with the issuance and delivery of such shares have been satisfied,
including any applicable securities laws and any applicable stock exchange or
stock market rules and regulations, and (iii) the Participant has executed and
delivered to the Company such representations or agreements as the Company may
consider appropriate to satisfy the requirements of any applicable laws, rules
or regulations.



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<PAGE>

         (h) Acceleration. The Board may at any time provide that any Options
             ------------
shall become immediately exercisable in full or in part, that any Restricted
Stock Awards shall be free of restrictions in full or in part or that any other
Awards may become exercisable in full or in part or free of some or all
restrictions or conditions, or otherwise realizable in full or in part, as the
case may be.

10.  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 any other
relationship with the Company. The Company expressly reserves the right at any
time to dismiss or otherwise terminate its relationship with 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
with respect to an Award until becoming the record holder of such shares.
Notwithstanding the foregoing, in the event the Company effects a split of the
Common Stock by means of a stock dividend and the exercise price of and the
number of shares subject to such Option are adjusted as of the date of the
distribution of the dividend (rather than as of the record date for such
dividend), then an optionee who exercises an Option between the record date and
the distribution date for such stock dividend shall be entitled to receive, on
the distribution date, the stock dividend with respect to the shares of Common
Stock acquired upon such Option exercise, notwithstanding the fact that such
shares were not outstanding as of the close of business on the record date for
such stock dividend.

         (c) Effective Date and Term of Plan. The Plan shall become effective on
             -------------------------------
the date on which it is adopted by the Board, but no Award granted to a
Participant that is intended to comply with Section 162(m) shall become
exercisable, vested or realizable, as applicable to such Award, unless and until
the Plan has been approved by the Company's stockholders to the extent
stockholder approval is required by Section 162(m) in the manner required under
Section 162(m) (including the vote required under Section 162(m)). No Awards
shall be granted under the Plan after the completion of ten years from the
earlier of (i) the date on which the Plan was adopted by the Board or (ii) the
date the Plan was approved by the Company's stockholders, but Awards previously
granted may extend beyond that date.

         (d) Amendment of Plan. The Board may amend, suspend or terminate the
             -----------------
Plan or any portion thereof at any time, provided that to the extent required by
Section 162(m), no Award granted to a Participant that is intended to comply
with Section 162(m) after the date of such amendment shall become exercisable,
realizable or vested, as applicable to such Award, unless and until such
amendment shall have been approved by the Company's stockholders as required by
Section 162(m) (including the vote required under Section 162(m)).

         (e) Governing Law.  The provisions of the Plan and all Awards made
             -------------
hereunder shall be governed by and interpreted in accordance with the laws of
the State of Delaware, without regard to any applicable conflicts of law.


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<PAGE>

                            SWITCHBOARD INCORPORATED

                                    Amendment

                                       to

                            1999 Stock Incentive Plan


         Section 4(a)(i) of the 1999 Stock Incentive Plan (the "Plan") of
Switchboard Incorporated, a Delaware corporation, is hereby amended to increase
from 1,500,000 to 1,875,000 the number of shares of Common Stock, $0.01 par
value per share, authorized for issuance under the Plan.

         Except to the extent amended hereby, the Plan is in all respects hereby
ratified and confirmed and shall continue in full force and effect.



                                       8
<PAGE>

                            SWITCHBOARD INCORPORATED

                                    Amendment

                                       to

                            1999 Stock Incentive Plan


         The 1999 Stock Incentive Plan, as amended (the "Plan"), of Switchboard
Incorporated, a Delaware corporation, is hereby amended as follows:

         1.       Section 8(c)(2) of the Plan is amended and restated as set
         forth below:

                           (2) Consequences of Acquisition Event on Options.
         Upon the occurrence of an Acquisition Event, or the execution by the
         Company of any agreement with respect to an Acquisition Event, the
         Board shall provide that all outstanding Options shall be assumed, or
         equivalent options shall be substituted, by the acquiring or succeeding
         corporation (or an affiliate thereof). For purposes hereof, an Option
         shall be considered to be assumed if, following consummation of the
         Acquisition Event, the Option confers the right to purchase, for each
         share of Common Stock subject to the Option immediately prior to the
         consummation of the Acquisition Event, the consideration (whether cash,
         securities or other property) received as a result of the Acquisition
         Event by holders of Common Stock for each share of Common Stock held
         immediately prior to the consummation of the Acquisition Event (and if
         holders were offered a choice of consideration, the type of
         consideration chosen by the holders of a majority of the outstanding
         shares of Common Stock); provided, however, that if the consideration
         received as a result of the Acquisition Event is not solely common
         stock of the acquiring or succeeding corporation (or an affiliate
         thereof), the Company may, with the consent of the acquiring or
         succeeding corporation, provide for the consideration to be received
         upon the exercise of Options to consist solely of common stock of the
         acquiring or succeeding corporation (or an affiliate thereof)
         equivalent in Fair Market Value to the per share consideration received
         by holders of outstanding shares of Common Stock as a result of the
         Acquisition Event.

                  Notwithstanding the foregoing, if the acquiring or succeeding
         corporation (or an affiliate thereof) does not agree to assume, or
         substitute for, such Options, then the Board shall, upon written notice
         to the Participants, provide that all then outstanding Options will
         become exercisable in full as of a specified time prior to the
         Acquisition Event and will terminate immediately prior to the
         consummation of such Acquisition Event, except to the extent exercised
         by the Participants before the consummation of such Acquisition Event;
         provided, however, that in the event of an Acquisition Event under the
         terms of which holders of Common Stock will receive upon consummation
         thereof a cash payment for each share of Common Stock surrendered
         pursuant to such Acquisition Event (the "Acquisition Price"), then the
         Board may instead provide that all outstanding

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<PAGE>

         Options shall terminate upon consummation of such Acquisition Event and
         that each Participant shall receive, in exchange therefor, a cash
         payment equal to the amount (if any) by which (A) the Acquisition Price
         multiplied by the number of shares of Common Stock with respect to
         which such outstanding Options are then exercisable, exceeds (B) the
         aggregate exercise price of such Options. To the extent all or any
         portion of an Option becomes exercisable solely as a result of the
         first sentence of this paragraph, upon exercise of such Option the
         Participant shall receive shares subject to a right of repurchase by
         the Company or its successor at the Option exercise price. Such
         repurchase right (1) shall not apply to (y) any shares subject to the
         Option that were exercisable under its terms without regard to the
         first sentence of this paragraph and (z) up to an additional 25% of the
         shares (applied pro rata over all vesting periods accelerated pursuant
         to the first sentence of this paragraph) subject to the Option that
         were not exercisable under its terms without regard to the first
         sentence of this paragraph and (2) shall lapse at the same rate as the
         Option would have become exercisable under its terms (with respect to
         the shares that are subject to the repurchase right).

                  If any Option provides that it may be exercised for shares of
         Common Stock which remain subject to a repurchase right in favor of the
         company, upon the occurrence of an Acquisition Event, any shares of
         restricted stock received upon exercise of such Option shall be treated
         in accordance with Section 8(c)(3) as if they were a Restricted Stock
         Award.

         2.       Section 9(e) of the Plan is hereby amended and restated as set
         forth below:

                  (e) Each 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 connection with Awards to such Participant no
         later than the date of the event creating the tax liability. Except as
         the Board may otherwise provide in an Award, when the Common Stock is
         registered under the Exchange Act, Participants may satisfy such tax
         obligations in whole or in part by delivery of shares of Common Stock,
         including shares retained from the Award creating the tax obligation,
         valued at their Fair Market Value, such that the total tax withholding
         cannot exceed the Company's minimum statutory withholding (based on
         minimum statutory withholding rates for federal and state tax purposes,
         including payroll taxes, that are applicable to such supplemental
         taxable income). The Company may, to the extent permitted by law,
         deduct any such tax obligations from any payment of any kind otherwise
         due to a Participant.

         Except to the extent amended hereby, the Plan is in all respects hereby
         ratified and confirmed and shall continue in full force and effect.


                                       10
<PAGE>

                            SWITCHBOARD INCORPORATED

                                    Amendment

                                       to

                            1999 Stock Incentive Plan


         Section 4(a)(i) of the 1999 Stock Incentive Plan (the "Plan") of
Switchboard Incorporated, a Delaware corporation, is hereby amended to increase
from 1,875,000 to 2,775,000 the number of shares of Common Stock, $0.01 par
value per share, authorized for issuance under the Plan.

         Except to the extent amended hereby, the Plan is in all respects hereby
ratified and confirmed and shall continue in full force and effect.


                                       11

<PAGE>
                            SWITCHBOARD INCORPORATED
                        Incentive Stock Option Agreement
                     Granted Under 1999 Stock Incentive Plan


1.  Grant of Option.
    ---------------
    This agreement evidences the grant by Switchboard Incorporated, a Delaware
corporation (the "Company"), on [____________, _____] (the "Grant Date") to
[_______________], an employee of the Company (the "Participant"), of an option
to purchase, in whole or in part, on the terms provided herein and in the
Company's 1999 Stock Incentive Plan (the "Plan"), a total of
[__________________] shares (the "Shares") of common stock, $0.01 par value per
share, of the Company ("Common Stock") at $[__________] per Share. Unless
earlier terminated, this option shall expire on [_______] (the "Final Exercise
Date").

     It is intended that the option evidenced by this agreement shall be an
incentive stock option as defined in Section 422 of the Internal Revenue Code of
1986, as amended and any regulations promulgated thereunder (the "Code"). Except
as otherwise indicated by the context, the term "Participant", as used in this
option, shall be deemed to include any person who acquires the right to exercise
this option validly under its terms.

2.   Vesting Schedule.
     ----------------
     This option will become exercisable ("vest") as to 25% of the original
number of Shares on the first anniversary of the Grant Date and as to an
additional 6.25% of the original number of Shares at the end of each successive
three-month period following the first anniversary of the Grant Date until the
fourth anniversary of the Grant Date.

     The right of exercise shall be cumulative so that to the extent the option
is not exercised in any period to the maximum extent permissible it shall
continue to be exercisable, in whole or in part, with respect to all shares for
which it is vested until the earlier of the Final Exercise Date or the
termination of this option under Section 3 hereof or the Plan.


                                      A-1-

<PAGE>

3.   Exercise of Option.
     ------------------
     (a)  Form of Exercise. Each election to exercise this option shall be in
          ----------------
writing, signed by the Participant, and received by the Company at its principal
office, accompanied by this agreement, and payment in full in the manner
provided in the Plan. The Participant may purchase less than the number of
shares covered hereby, provided that no partial exercise of this option may be
for any fractional share or for fewer than ten whole shares.

     (b)  Continuous Relationship with the Company Required. Except as otherwise
          -------------------------------------------------
provided in this Section 3, this option may not be exercised unless the
Participant, at the time he or she exercises this option, is, and has been at
all times since the Grant Date, an employee, officer or director of, or
consultant or advisor to, the Company or any parent or subsidiary of the Company
as defined in Section 424(e) or (f) of the Code (an "Eligible Participant").

     (c)  Termination of Relationship with the Company. If the Participant
          --------------------------------------------
ceases to be an Eligible Participant for any reason, then, except as provided in
paragraphs (d) and (e) below, the right to exercise this option shall terminate
30 days after such cessation (but in no event after the Final Exercise Date),
provided, that, this option shall be exercisable only to the extent that the
--------  ----
Participant was entitled to exercise this option on the date of such cessation.
Notwithstanding the foregoing, if the Participant, prior to the Final Exercise
Date, violates the non-competition or confidentiality provisions of the Plan or
any employment contract, confidentiality and nondisclosure agreement or other
agreement between the Participant and the Company, the right to exercise this
option shall terminate immediately upon such violation.

     (d)  Exercise Period Upon Death or Disability. If the Participant dies or
          ----------------------------------------
becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to
the Final Exercise Date while he or she is an Eligible Participant and the
Company has not terminated such relationship for "cause" as specified in
paragraph (e) below, this option shall be exercisable, within the period of six
months following the date of death or disability of the Participant by the
Participant, provided, that, this option shall be exercisable only to the extent
             --------  ----
that this option was exercisable by the Participant on the date of his or her
death or disability, and further provided that this option shall not be
exercisable after the Final Exercise Date.

     (e)  Discharge for Cause. If the Participant, prior to the Final Exercise
          -------------------
Date, is discharged by the Company for "cause" (as defined below), the right to
exercise this option shall terminate immediately upon the effective date of such
discharge. "Cause" shall mean, with respect to any Participant who has entered
into an employment or



                                      A-2-

<PAGE>

consulting agreement with the Company, a material breach of such agreement by
the Participant, or if such agreement provides for termination for cause, the
definition of "cause" set forth in such agreement. With respect to any other
Participant, "cause" shall mean (i) conviction or pleading guilty (including a
plea of nolo contendere) with respect to the commission of a felony, (ii) acts
of dishonesty or moral turpitude which are materially detrimental to the Company
and/or its affiliates as determined in good faith by the Board, (iii) failure of
the Participant to obey the reasonable and lawful orders of the Board or the
chief executive officer of the Company after written demand that the Participant
do so, (iv) gross negligence by the Participant in the performance of, or wilful
disregard by the Participant of, the Participant's obligations to the Company,
or (v) the breach by the Participant of any of the Participant's obligations of
confidentiality with respect to the Company. The Participant shall be considered
to have been discharged for "cause" if the Company determines, within 30 days
after the Participant's resignation, that discharge for cause was warranted.

4.   Withholding.
     -----------
     No Shares will be issued pursuant to the exercise of this option unless and
until the Participant pays to the Company, or makes provision satisfactory to
the Company for payment of, any federal, state or local withholding taxes
required by law to be withheld in respect of this option.

5.   Nontransferability of Option.
     ----------------------------
     This option may not be sold, assigned, transferred, pledged or otherwise
encumbered by the Participant, either voluntarily or by operation of law, except
by will or the laws of descent and distribution, and, during the lifetime of the
Participant, this option shall be exercisable only by the Participant.

6.   Disqualifying Disposition.
     -------------------------
     If the Participant disposes of Shares acquired upon exercise of this option
within two years from the Grant Date or one year after such Shares were acquired
pursuant to exercise of this option, the Participant shall notify the Company in
writing of such disposition.

7.   Provisions of the Plan.
     ----------------------
     This option is subject to the provisions of the Plan, a copy of which is
furnished to the Participant with this option.



                                      A-3-

<PAGE>



     IN WITNESS WHEREOF, the Company has caused this option to be executed under
its corporate seal by its duly authorized officer. This option shall take effect
as a sealed instrument.



                                          SWITCHBOARD INCORPORATED





Dated: _________                          By:______________________

                                             Name:

                                             Title:



                                      A-4-

<PAGE>



                            PARTICIPANT'S ACCEPTANCE



     The undersigned hereby accepts the foregoing option and agrees to the terms
and conditions thereof. The undersigned hereby acknowledges receipt of a copy of
the Company's 1999 Stock Incentive Plan.



                                        PARTICIPANT:







                                        ----------------------------------

                                        Print Name:



                                        Address:__________________________



                                                --------------------------



                                      A-5-

<PAGE>

                            SWITCHBOARD INCORPORATED
                       Nonstatutory Stock Option Agreement
                     Granted Under 1999 Stock Incentive Plan


1.   Grant of Option.
     ---------------
     This agreement evidences the grant by Switchboard Corporation, a Delaware
corporation (the "Company"), on [______________, _____] (the "Grant Date") to
[________________], an [employee], [consultant], [director] of the Company (the
"Participant"), of an option to purchase, in whole or in part, on the terms
provided herein and in the Company's 1999 Stock Incentive Plan (the "Plan"), a
total of [________] shares (the "Shares") of common stock, $0.01 par value per
share, of the Company ("Common Stock") at $[__________] per Share. Unless
earlier terminated, this option shall expire on [_______] (the "Final Exercise
Date").

     It is intended that the option evidenced by this agreement shall not be an
incentive stock option as defined in Section 422 of the Internal Revenue Code of
1986, as amended and any regulations promulgated thereunder (the "Code"). Except
as otherwise indicated by the context, the term "Participant", as used in this
option, shall be deemed to include any person who acquires the right to exercise
this option validly under its terms.

2.   Vesting Schedule.
     ----------------
     This option will become exercisable ("vest") as to 25% of the original
number of Shares on the first anniversary of the Grant Date and as to an
additional 6.25% of the original number of Shares at the end of each successive
three-month period following the first anniversary of the Grant Date until the
fourth anniversary of the Grant Date.

     The right of exercise shall be cumulative so that to the extent the option
is not exercised in any period to the maximum extent permissible it shall
continue to be exercisable, in whole or in part, with respect to all shares for
which it is vested until the earlier of the Final Exercise Date or the
termination of this option under Section 3 hereof or the Plan.



                                      B-1-

<PAGE>

3.   Exercise of Option.
     ------------------
     (a)  Form of Exercise. Each election to exercise this option shall be in
          ----------------
writing, signed by the Participant, and received by the Company at its principal
office, accompanied by this agreement, and payment in full in the manner
provided in the Plan. The Participant may purchase less than the number of
shares covered hereby, provided that no partial exercise of this option may be
for any fractional share or for fewer than ten whole shares.

     (b)  Continuous Relationship with the Company Required. Except as otherwise
          -------------------------------------------------
provided in this Section 3, this option may not be exercised unless the
Participant, at the time he or she exercises this option, is, and has been at
all times since the Grant Date, an employee, officer or director of, or
consultant or advisor to, the Company or any parent or subsidiary of the Company
as defined in Section 424(e) or (f) of the Code (an "Eligible Participant").

     (c)  Termination of Relationship with the Company. If the Participant
          --------------------------------------------
ceases to be an Eligible Participant for any reason, then, except as provided in
paragraphs (d) and (e) below, the right to exercise this option shall terminate
30 days after such cessation (but in no event after the Final Exercise Date),
provided, that, this option shall be exercisable only to the extent that the
--------  ----
Participant was entitled to exercise this option on the date of such cessation.
Notwithstanding the foregoing, if the Participant, prior to the Final Exercise
Date, violates the non-competition or confidentiality provisions of the Plan or
any employment contract, confidentiality and nondisclosure agreement or other
agreement between the Participant and the Company, the right to exercise this
option shall terminate immediately upon such violation.

     (d)  Exercise Period Upon Death or Disability. If the Participant dies or
          ----------------------------------------
becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to
the Final Exercise Date while he or she is an Eligible Participant and the
Company has not terminated such relationship for "cause" as specified in
paragraph (e) below, this option shall be exercisable, within the period of six
months following the date of death or disability of the Participant, by the
Participant, provided, that, this option shall be exercisable only to the extent
             --------  ----
that this option was exercisable by the Participant on the date of his or her
death or disability, and further provided that this option shall not be
exercisable after the Final Exercise Date.

     (e)  Discharge for Cause. If the Participant, prior to the Final Exercise
          -------------------
Date, is discharged by the Company for "cause" (as defined below), the right to
exercise this option shall terminate immediately upon the effective date of such
discharge. "Cause" shall mean, with respect to any Participant who has entered
into an employment or



                                      B-2-

<PAGE>

consulting agreement with the Company, a material breach of such agreement by
the Participant, or if such agreement provides for termination for cause, the
definition of "cause" set forth in such agreement. With respect to any other
Participant, "cause" shall mean (i) conviction or pleading guilty (including a
plea of nolo contendere) with respect to the commission of a felony, (ii) acts
of dishonesty or moral turpitude which are materially detrimental to the Company
and/or its affiliates as determined in good faith by the Board, (iii) failure of
the Participant to obey the reasonable and lawful orders of the Board or the
chief executive officer of the Company after written demand that the Participant
do so, (iv) gross negligence by the Participant in the performance of, or wilful
disregard by the Participant of, the Participant's obligations to the Company,
or (v) the breach by the Participant of any of the Participant's obligations of
confidentiality with respect to the Company. The Participant shall be considered
to have been discharged for "cause" if the Company determines, within 30 days
after the Participant's resignation, that discharge for cause was warranted.

4.   Withholding.
     -----------
     No Shares will be issued pursuant to the exercise of this option unless and
until the Participant pays to the Company, or makes provision satisfactory to
the Company for payment of, any federal, state or local withholding taxes
required by law to be withheld in respect of this option.

5.   Nontransferability of Option.
     ----------------------------
     This option may not be sold, assigned, transferred, pledged or otherwise
encumbered by the Participant, either voluntarily or by operation of law, except
by will or the laws of descent and distribution, and, during the lifetime of the
Participant, this option shall be exercisable only by the Participant.

6.   Provisions of the Plan.
     ----------------------
     This option is subject to the provisions of the Plan, a copy of which is
furnished to the Participant with this option.



                                      B-3-

<PAGE>

     IN WITNESS WHEREOF, the Company has caused this option to be executed under
its corporate seal by its duly authorized officer. This option shall take effect
as a sealed instrument.



                                        SWITCHBOARD INCORPORATED





Dated: _____________                    By:________________________

                                           Name:

                                           Title:



                                      B-4-

<PAGE>

                            PARTICIPANT'S ACCEPTANCE



     The undersigned hereby accepts the foregoing option and agrees to the terms
and conditions thereof. The undersigned hereby acknowledges receipt of a copy of
the Company's 1999 Stock Incentive Plan.



                                             PARTICIPANT:





                                             -----------------------------

                                             Print Name:



                                             Address:_____________________



                                                     ---------------------







                                      B-5-