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                                                                    Exhibit 10.1

VERTICALNET, INC.

AMENDED AND RESTATED 1996 EQUITY COMPENSATION PLAN

1999 Amendment and Restatement as of  APRIL 13, 1999
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     The purpose of the VerticalNet, Inc. Amended and Restated 1996 Equity
Compensation Plan (the "Plan") is to provide (i) designated employees of
VerticalNet, Inc. (the "Company") and its subsidiaries, (ii) certain consultants
and advisors who perform services for the Company or its subsidiaries and (iii)
non-employee members of the Board of Directors of the Company (the "Board") with
the opportunity to receive grants of incentive stock options, nonqualified stock
options and restricted stock.  The Company believes that the Plan will encourage
the participants to contribute materially to the growth of the Company, thereby
benefitting the Company's shareholders, and will align the economic interests of
the participants with those of the shareholders.

1.  Administration
    --------------

(a)     Authority.  Except as provided below, the Plan shall be administrated by
        ---------
a committee, which shall consist of two or more persons appointed by the Board,
all of whom may be "outside directors" as defined under section 162(m) of the
Internal Revenue Code of 1986, as amended (the "Code") and related Treasury
regulations, and "non-employee directors" as defined under Rule 16b-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").  The Board may
ratify or approve any grants made to participants.  References in the Plan to
the "Board", as they relate to Plan administration, shall be deemed to refer to
the committee or the Chief Executive Officer, as described in subsection (d)
below, if and to the extent that a committee or the Chief Executive Officer
administers the Plan.

(b)     Board Authority.  The Board shall have the sole authority to (i)
        ---------------
determine the individuals to whom grants shall be made under the Plan, (ii)
determine the type, size and terms of the grants to be made to each such
individual, (iii) determine the time when the grants will be made and the
duration of any applicable exercise or restriction period, including the
criteria for exercisability and the acceleration of exercisability and (iv) deal
with any other matters arising under the Plan.  The Board may require that a
grantee execute a shareholder's agreement, with such terms as the Board deems
appropriate, with respect to any Company stock distributed pursuant to this
Plan.

(c)     Board Determinations.  The Board shall have full power and authority to
        -------------------
administer and interpret the Plan, to make factual determinations and to adopt
or amend such rules, regulations, agreements and instruments for implementing
the Plan and for the conduct of its business as it deems necessary or advisable,
in its sole discretion.  The Board's interpretations of the Plan and all
determinations made by the Board pursuant to the powers vested in it hereunder
shall be conclusive and binding on all persons having any interest in the Plan
or in any awards granted hereunder.  All powers of the Board shall be executed
in its sole discretion, in the best interest of the Company, not as a fiduciary,
and in keeping with the objectives of the Plan and need not be uniform as to
similarly situated individuals.
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(d)     Delegation of Authority.  Notwithstanding the foregoing, the Board may
        -----------------------
delegate to the Chief Executive Officer of the Company the authority to make
grants under the Plan to employees of the Company and its subsidiaries who are
not subject to the restrictions of section 16(b) of the Exchange Act and who are
not expected to be subject to the limitations of section 162(m) of the Code.
The grant of authority under this subsection 1(d) shall be subject to such
conditions and limitations as may be determined by the Board.

2.      Grants
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     Awards under the Plan may consist of grants of incentive stock options as
described in Section 5 ("Incentive Stock Options"), nonqualified stock options
as described in Section 5 ("Nonqualified Stock Options") (Incentive Stock
Options and Nonqualified Stock Options are collectively referred to as
"Options") or restricted stock as described in Section 6 (Restricted Stock")
(hereinafter collectively referred to as "Grants").  All Grants shall be subject
to the terms and conditions set forth herein and to such other terms and
conditions consistent with this Plan as the Board deems appropriate and as are
specified in writing by the Board to the individual in a grant instrument (the
"Grant Instrument") or an amendment to the Grant Instrument.  The Board shall
approve the form and provisions of each Grant Instrument.  Grants under a
particular Section of the Plan need not be uniform as among the grantees.

3.      Shares Subject to the Plan
        --------------------------

(a)     Shares Authorized.  Subject to the adjustment specified below, the
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aggregate number of shares of common stock of the Company ("Company Stock") that
may be issued or transferred under the Plan is 3,600,000 shares, and the maximum
aggregate number of shares of Company Stock that shall be subject to Grants made
under the Plan to any individual during any calendar year shall be 500,000
shares.  The shares may be authorized but unissued shares of Company Stock or
reacquired shares of Company Stock, including shares purchased by the Company on
the open market for purposes of the Plan.  If and to the extent Options granted
under the Plan terminate, expire, or are canceled, forfeited, exchanged or
surrendered without having been exercised or if any shares of Restricted Stock
are forfeited, the shares subject to such Grants shall again be available for
purposes of the Plan.

(b)     Adjustments.  If there is any change in the number or kind of shares of
        -----------
Company Stock outstanding (i) by reason of a stock dividend, spinoff,
recapitalization, stock split, or combination or exchange of shares, (ii) by
reason of a merger, reorganization or consolidation in which the Company is the
surviving corporation, (iii) by reason of a reclassification or change in par
value, or (iv) by reason of any other extraordinary or unusual event affecting
the outstanding Company Stock as a class without the Company's receipt of
consideration, or if the value of outstanding shares of Company Stock is
substantially reduced as a result of a spinoff or the Company's payment of an
extraordinary dividend or distribution, the maximum number of shares of Company
Stock available for Grants, the maximum number of shares of Company Stock that
any individual participating in the Plan may be granted in any year, the number
of shares covered by outstanding Grants, the kind of shares issued under the
Plan, and the price per share or the applicable market value of such Grants may
be appropriately adjusted by the Board to reflect any increase or decrease in
the number of, or change in the kind or value of, issued shares of Company Stock
to preclude, to the extent practicable, the enlargement or dilution of rights
and benefits under such Grants; provided, however, that any fractional shares
resulting from such adjustment shall be eliminated.  Any adjustments determined
by the Board shall be final, binding and conclusive.

4.      Eligibility for Participation
        -----------------------------

(a)     Eligible Persons.  All employees of the Company and its subsidiaries
        ----------------
("Employees"), including Employees who are officers or members of the Board, and
members of the Board who are not Employees ("Non-Employee Directors") shall be
eligible to participate in the Plan. Consultants and advisors who perform
services to the Company or any of its subsidiaries ("Key Advisors")
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shall be eligible to participate in the Plan if the Key Advisors render bona
fide services and such services are not in connection with the offer or sale of
securities in a capital-raising transaction.

(b)     Selection of Grantees.  The Board shall select the Employees, Non-
        ---------------------
Employee Directors and Key Advisors to receive Grants and shall determine the
number of shares of Company Stock subject to a particular Grant in such manner
as the Board determines.  Employees, Key Advisors and Non-Employee Directors who
receive Grants under this Plan shall hereinafter be referred to as "Grantees".

5.      Granting of Options
        -------------------

(a)     Number of Shares.  The Board shall determine the number of shares of
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Company Stock that will be subject to each Grant of Options to Employees, Non-
Employee Directors and Key Advisors.

(b)     Type of Option and Price.
        ------------------------

     (i) The Board may grant Incentive Stock Options that are intended to
qualify as "incentive stock options" within the meaning of section 422 of the
Code or Nonqualified Stock Options that are not intended so to qualify or any
combination of Incentive Stock Options and Nonqualified Stock Options, all in
accordance with the terms and conditions set forth herein.  Incentive Stock
Options may be granted only to Employees.  Nonqualified Stock Options may be
granted to Employees, Non-Employee Directors and Key Advisors.

     (ii) The purchase price (the "Exercise Price") of Company Stock subject to
an Option shall be determined by the Board and may be equal to, greater than, or
less than the Fair Market Value (as defined below) of a share of Company Stock
on the date the Option is granted; provided, however, that (x) the Exercise
Price of an Incentive Stock Option shall be equal to, or greater than, the Fair
Market Value of a share of Company Stock on the date the Incentive Stock Option
is granted and (y) an Incentive Stock Option may not be granted to an Employee
who, at the time of grant, owns stock possessing more than 10 percent of the
total combined voting power of all classes of stock of the Company or any parent
or subsidiary of the Company, unless the Exercise Price per share is not less
than 110% of the Fair Market Value of Company Stock on the date of grant.

     (iii)  If the Company Stock is publicly traded, then the Fair Market Value
per share shall be determined as follows: (x) if the principal trading market
for the Company Stock is a national securities exchange or the Nasdaq National
Market, the last reported sale price thereof on the relevant date or (if there
were no trades on that date) the latest preceding date upon which a sale was
reported, or (y) if the Company Stock is not principally traded on such exchange
or market, the mean between the last reported "bid" and "asked" prices of
Company Stock on the relevant date, as reported on Nasdaq or, if not so
reported, as reported by the National Daily Quotation Bureau, Inc. or as
reported in a customary financial reporting service, as applicable and as the
Board determines.  If the Company Stock is not publicly traded or, if publicly,
is not subject to reported transactions or "bid" or "asked" quotations as set
forth above, the Fair Market Value per share shall be as determined by the
Board.

(c)     Option Term.  The Board shall determine the term of each Option.  The
        -----------
term of any Option shall not exceed ten years from the date of grant.  However,
an Incentive Stock Option that is granted to an Employee who, at the time of
grant, owns stock possessing more than 10 percent of the total combined voting
power of all classes of stock of the Company, or any parent or subsidiary of the
Company, may not have a term that exceeds five years from the date of grant.

(d)     Exercisability of Options.  Options shall become exercisable in
        -------------------------
accordance with such terms and conditions, consistent with the Plan, as may be
determined by the Board and specified in the Grant Instrument or an amendment to
the Grant Instrument.  The Board may accelerate the exercisability of any or all
outstanding Options at any time for any reason.
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(e)     Termination of Employment, Disability or Death.
        ----------------------------------------------

        (i) Except as provided below, an Option may only be exercised while the
Grantee is employed by the Company as an Employee, Key Advisor or member of the
Board.  In the event that a Grantee ceases to be employed by the Company for any
reason other than a "disability", death, or "termination for cause", any Option
which is otherwise exercisable by the Grantee shall terminate unless exercised
within 90 days after the date on which the Grantee ceases to be employed by the
Company (or within such other period of time as may be specified by the Board),
but in any event no later than the date of expiration of the Option term.  Any
of the Grantee's Options that are not otherwise exercisable as of the date on
which the Grantee ceases to be employed by the Company shall terminate as of
such date.

        (ii) In the event the Grantee ceases to be employed by the Company on
account of a "termination for cause" by the Company, any Option held by the
Grantee shall terminate as of the date the Grantee ceases to be employed by the
Company.

        (iii) In the event the Grantee ceases to be employed by the Company
because the Grantee is "disabled", any Option which is otherwise exercisable by
the Grantee shall terminate unless exercised within one year after the date on
which the Grantee ceases to be employed by the Company (or within such other
period of time as may be specified by the Board), but in any event no later than
the date of expiration of the Option term. Any of the Grantee's Options which
are not otherwise exercisable as of the date on which the Grantee ceases to be
employed by the Company shall terminate as of such date.

        (iv) If the Grantee dies while employed by the Company or within 90 days
after the date on which the Grantee ceases to be employed on account of a
termination of employment specified in Section 5(e)(i) above (or within such
other period of time as may be specified by the Board), any Option that is
otherwise exercisable by the Grantee shall terminate unless exercised within one
year after the date on which the Grantee ceases to be employed by the Company
(or within such other period of time as may be specified by the Board), but in
any event no later than the date of expiration of the Option term.  Any of the
Grantee's Options that are not otherwise exercisable as of the date on which the
Grantee ceases to be employed by the Company shall terminate as of such date.

        (v) For purposes of this Section 5(e) and Section 6:

      (A) The term "Company" shall mean the Company and its parent and
     subsidiary corporations.

      (B) "Employed by the Company" shall mean employment or service as an
     Employee, Key Advisor or member of the Board (so that, for purposes of
     exercising Options and satisfying conditions with respect to Restricted
     Stock, a Grantee shall not be considered to have terminated employment or
     service until the Grantee ceases to be an Employee, Key Advisor and member
     of the Board), unless the Board determines otherwise.

      (C) "Disability" shall mean a Grantee's becoming disabled within the
     meaning of section 22(e)(3) of the Code.

      (D) "Termination for cause" shall mean, except to the extent specified
     otherwise by the Board, a finding by the Board that the Grantee has
     breached his or her employment or service contract with the Company, or has
     been engaged in disloyalty to the Company, including, without limitation,
     fraud, embezzlement, theft, commission of a felony or proven dishonesty in
     the course of his or her employment or service, or has disclosed trade
     secrets or confidential information of the Company to persons not entitled
     to receive such information.  In the event a Grantee's employment is
     terminated for cause, in addition to the immediate termination of all
     Grants, the Grantee shall automatically forfeit all shares underlying any
     exercised portion of an
<PAGE>

     Option for which the Company has not yet delivered the share certificates,
     upon refund by the Company of the Exercise Price paid by the Grantee for
     such shares.

(f)     Exercise of Options.  A Grantee may exercise an Option that has become
        -------------------
exercisable, in whole or in part, by delivering a notice of exercise to the
Company with payment of the Exercise Price.  The Grantee shall pay the Exercise
Price for an Option as specified by the Board (x) in cash, (y) with the approval
of the Board, by delivering shares of Company Stock owned by the Grantee
(including Company Stock acquired in connection with the exercise of an Option,
subject to such restrictions as the Board deems appropriate) and having a Fair
Market Value on the date of exercise equal to the Exercise Price or (z) by such
other method as the Board may approve, including payment through a broker in
accordance with procedures permitted by Regulation T of the Federal Reserve
Board.  Shares of Company Stock used to exercise an Option shall have been held
by the Grantee for the requisite period of time to avoid adverse accounting
consequences to the Company with respect to the Option.  The Grantee shall pay
the Exercise Price and the amount of any withholding tax due (pursuant to
Section 7) at the time of exercise.

(g)     Limits on Incentive Stock Options.  Each Incentive Stock Option shall
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provide that, if the aggregate Fair Market Value of the stock on the date of the
grant with respect to which Incentive Stock Options are exercisable for the
first time by a Grantee during any calendar year, under the Plan or any other
stock option plan of the Company or a parent or subsidiary, exceeds $100,000,
then the option, as to the excess, shall be treated as a Nonqualified Stock
Option.  An Incentive Stock Option shall not be granted to any person who is not
an Employee of the Company or a parent or subsidiary (within the meaning of
section 424(f) of the Code).

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

     The Board may issue or transfer shares of Company Stock to an Employee,
Non-Employee Director or Key Advisor under a Grant of Restricted Stock, upon
such terms as the Board deems appropriate.  The following provisions are
applicable to Restricted Stock:



(a)     General Requirements.  Shares of Company Stock issued or transferred
        --------------------
pursuant to Restricted Stock Grants may be issued or transferred for
consideration or for no consideration, as determined by the Board.  The Board
may establish conditions under which restrictions on shares of Restricted Stock
shall lapse over a period of time or according to such other criteria as the
Board deems appropriate.  The period of time during which the Restricted Stock
will remain subject to restrictions will be designated in the Grant Instrument
as the "Restriction Period."

(b)     Number of Shares.  The Board shall determine the number of shares of
        ----------------
Company Stock to be issued or transferred pursuant to a Restricted Stock Grant
and the restrictions applicable to such shares.

(c)     Requirement of Employment.  If the Grantee ceases to be employed by the
        -------------------------
Company (as defined in Section 5(e)) during a period designated in the Grant
Instrument as the Restriction Period, or if other specified conditions are not
met, the Restricted Stock Grant shall terminate as to all shares covered by the
Grant as to which the restrictions have not lapsed, and those shares of Company
Stock must be immediately returned to the Company.  The Board may, however,
provide for complete or partial exceptions to this requirement as it deems
appropriate.

(d)     Restrictions on Transfer and Legend on Stock Certificate.  During the
        --------------------------------------------------------
Restriction Period, a Grantee may not sell, assign, transfer, pledge or
otherwise dispose of the shares of Restricted Stock except to a Successor
Grantee under Section 8(a).  Each certificate for a share of Restricted Stock
shall contain a legend giving appropriate notice of the restrictions in the
Grant.  The
<PAGE>

Grantee shall be entitled to have the legend removed from the stock certificate
covering the shares subject to restrictions when all restrictions on such shares
have lapsed. The Board may determine that the Company will not issue
certificates for shares of Restricted Stock until all restrictions on such
shares have lapsed, or that the Company will retain possession of certificates
for shares of Restricted Stock until all restrictions on such shares have
lapsed.

(e)     Right to Vote and to Receive Dividends.  Unless the Board determines
        --------------------------------------
otherwise, during the Restriction Period,  the Grantee shall have the right to
vote shares of Restricted Stock and to receive any dividends or other
distributions paid on such shares, subject to any restrictions deemed
appropriate by the Board.

(f)     Lapse of Restrictions.  All restrictions imposed on Restricted Stock
        ---------------------
shall lapse upon the expiration of the applicable Restriction Period and the
satisfaction of all conditions imposed by the Board.  The Board may determine,
as to any or all Restricted Stock Grants, that the restrictions shall lapse
without regard to any Restriction Period.

7.      Withholding of Taxes
        --------------------

(a)     Required Withholding.  All Grants under the Plan shall be subject to
        --------------------
applicable federal (including FICA), state and local tax withholding
requirements.  The Company may require the Grantee or other person receiving
shares under the Plan to pay to the Company the amount of any such taxes that
the Company is required to withhold with respect to the Grant, or the Company
may deduct from other wages paid by the Company the amount of any withholding
taxes due with respect to the Grant.

(b)     Election to Withhold Shares.  If the Board so permits, a Grantee may
        ---------------------------
elect to satisfy the Company's income tax withholding obligation with respect to
an Option or Restricted Stock by having shares withheld up to an amount that
does not exceed the applicable withholding tax rate for federal (including
FICA), state and local tax liabilities.  The election must be in a form and
manner prescribed by the Board and shall be subject to the prior approval of the
Board.

8.      Transferability of Grants
        -------------------------

(a)     Nontransferability of Grants.  Except as provided below, only the
        ----------------------------
Grantee may exercise rights under a Grant during the Grantee's lifetime.  A
Grantee may not transfer those rights except by will or by the laws of descent
and distribution or, with respect to Grants other than Incentive Stock Options,
if permitted in any specific case by the Board, pursuant to a domestic relations
order.  When a Grantee dies, the personal representative or other person
entitled to succeed to the rights of the Grantee ("Successor Grantee") may
exercise such rights.  A Successor Grantee must furnish proof satisfactory to
the Company of his or her right to receive the Grant under the Grantee's will or
under the applicable laws of descent and distribution.

(b)     Transfer of Nonqualified Stock Options. Notwithstanding the foregoing,
        --------------------------------------
the Board may provide, in a Grant Instrument, that a Grantee may transfer
Nonqualified Stock Options to family members or other persons or entities
according to such terms as the Board may determine; provided that the
transferred Option shall continue to be subject to the same terms and conditions
as were applicable to the Option immediately before the transfer.

9.      Change of Control of the Company
        --------------------------------

     As used herein, a "Change of Control" shall be deemed to have occurred if:

(a)     Any "person" (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act) becomes a "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or
<PAGE>

indirectly, of securities of the Company representing more than 50% of the
voting power of the then outstanding securities of the Company; or

(b)     The shareholders of the Company approve (or, if shareholder approval is
not required, the Board approves) an agreement providing for (i) the merger or
consolidation of the Company with another corporation where the shareholders of
the Company, immediately prior to the merger or consolidation, will not
beneficially own, immediately after the merger or consolidation, shares
entitling such shareholders to more than 50% of all votes to which all
shareholders of the surviving corporation would be entitled in the election of
directors (without consideration of the rights of any class of stock to elect
directors by a separate class vote),  (ii) the sale or other disposition of all
or substantially all of the assets of the Company, or (iii) a liquidation or
dissolution of the Company.

10.     Consequences of a Change of Control
        -----------------------------------

(a)     Notice and Acceleration.  Upon a Change of Control, unless the Board
        -----------------------
determines otherwise, (i) the Company shall provide each Grantee with
outstanding Grants written notice of such Change of Control, (ii) all
outstanding Options shall automatically accelerate and become fully exercisable,
and (iii) the restrictions and conditions on all outstanding Restricted Stock
shall immediately lapse.

(b)     Assumption of Grants.  Upon a Change of Control where the Company is not
        --------------------
the surviving corporation (or survives only as a subsidiary of another
corporation), unless the Board determines otherwise, all outstanding Grants
shall be assumed by, or replaced with comparable options or stock by, the
surviving corporation.

(c)     Other Alternatives.  Notwithstanding the foregoing, subject to
        ------------------
subsection (d) below, in the event of a Change of Control, the Board may take
one or both of the following actions: the Board may (i) require that Grantees
surrender their outstanding Options in exchange for a payment by the Company, in
cash or Company Stock as determined by the Board, in an amount equal to the
amount by which the then Fair Market Value of the shares of Company Stock
subject to the Grantee's unexercised Options exceeds the Exercise Price of the
Options, or (ii) after giving Grantees an opportunity to exercise their
outstanding Options, terminate any or all unexercised Options at such time as
the Board deems appropriate.  Such surrender or termination shall take place as
of the date of the Change of Control or such other date as the Board may
specify.

(d)     Limitations.  Notwithstanding anything in the Plan to the contrary, in
        -----------
the event of a Change of Control, the Board shall not have the right to take any
actions described in the Plan (including without limitation actions described in
Subsection (c) above) that would make the Change of Control ineligible for
pooling of interests accounting treatment or that would make the Change of
Control ineligible for desired tax treatment if, in the absence of such right,
the Change of Control would qualify for such treatment and the Company intends
to use such treatment with respect to the Change of Control.

11.     Requirements for Issuance or Transfer of Shares
        -----------------------------------------------

(a)     Limitations on Issuance or Transfer of Shares.  No Company Stock shall
        ---------------------------------------------
be issued or transferred in connection with any Grant hereunder unless and until
all legal requirements applicable to the issuance or transfer of such Company
Stock have been complied with to the satisfaction of the Board.  The Board shall
have the right to condition any Grant made to any Grantee hereunder on such
Grantee's undertaking in writing to comply with such restrictions on his or her
subsequent disposition of such shares of Company Stock as the Board shall deem
necessary or advisable as a result of any applicable law, regulation or official
interpretation thereof, and certificates representing such shares may be
legended to reflect any such restrictions.  Certificates representing shares of
Company Stock issued or transferred under the Plan will be subject to such stop-
transfer orders and other restrictions as may be
<PAGE>

required by applicable laws, regulations and interpretations, including any
requirement that a legend be placed thereon.

12.     Amendment and Termination of the Plan
        -------------------------------------

(a)     Amendment.  The Board may amend or terminate the Plan at any time;
        ---------
provided, however, that the Board shall not amend the Plan without shareholder
approval if such approval is required by Section 162(m) of the Code.

(b)     Termination of Plan.  The Plan shall terminate on the day immediately
        -------------------
preceding the tenth anniversary of its effective date, unless the Plan is
terminated earlier by the Board or is extended by the Board with the approval of
the shareholders.

(c)     Termination and Amendment of Outstanding Grants.  A termination or
        -----------------------------------------------
amendment of the Plan that occurs after a Grant is made shall not materially
impair the rights of a Grantee unless the Grantee consents or unless the Board
acts under Section 18(b).  The termination of the Plan shall not impair the
power and authority of the Board with respect to an outstanding Grant.  Whether
or not the Plan has terminated, an outstanding Grant may be terminated or
amended under Section 18(b) or may be amended by agreement of the Company and
the Grantee consistent with the Plan.

(d)     Governing Document.  The Plan shall be the controlling document.  No
        ------------------
other statements, representations, explanatory materials or examples, oral or
written, may amend the Plan in any manner.  The Plan shall be binding upon and
enforceable against the Company and its successors and assigns.

13.     Funding of the Plan
        -------------------

     This Plan shall be unfunded.  The Company shall not be required to
establish any special or separate fund or to make any other segregation of
assets to assure the payment of any Grants under this Plan.  In no event shall
interest be paid or accrued on any Grant, including unpaid installments of
Grants.

14.     Rights of Participants
        ----------------------

     Nothing in this Plan shall entitle any Employee, Key Advisor, Non-Employee
Director or other person to any claim or right to be granted a Grant under this
Plan.  Neither this Plan nor any action taken hereunder shall be construed as
giving any individual any rights to be retained by or in the employ of the
Company or any other employment rights.

15.     No Fractional Shares
        --------------------

     No fractional shares of Company Stock shall be issued or delivered pursuant
to the Plan or any Grant.  The Board shall determine whether cash, other awards
or other property shall be issued or paid in lieu of such fractional shares or
whether such fractional shares or any rights thereto shall be forfeited or
otherwise eliminated.

16.     Headings
        --------

     Section headings are for reference only.  In the event of a conflict
between a title and the content of a Section, the content of the Section shall
control.

17.     Effective Date of the Plan.
        --------------------------

     Subject to the approval of the Company's shareholders, the Plan shall be
effective on December 18, 1996.  The amendment and restatement of the Plan shall
be effective as of April 13, 1999.
<PAGE>

18.     Miscellaneous
        -------------

(a)     Grants in Connection with Corporate Transactions and Otherwise.
        --------------------------------------------------------------
Nothing contained in this Plan shall be construed to (i) limit the right of the
Board to make Grants under this Plan in connection with the acquisition, by
purchase, lease, merger, consolidation or otherwise, of the business or assets
of any corporation, firm or association, including Grants to employees thereof
who become Employees of the Company, or for other proper corporate purposes, or
(ii) limit the right of the Company to grant stock options or make other awards
outside of this Plan.  Without limiting the foregoing, the Board may make a
Grant to an employee of another corporation who becomes an Employee by reason of
a corporate merger, consolidation, acquisition of stock or property,
reorganization or liquidation involving the Company or any of its subsidiaries
in substitution for a stock option or restricted stock grant made by such
corporation.  The terms and conditions of the substitute grants may vary from
the terms and conditions required by the Plan and from those of the substituted
stock incentives.  The Board shall prescribe the provisions of the substitute
grants.

(b)     Compliance with Law.  The Plan, the exercise of Options and the
        -------------------
obligations of the Company to issue or transfer shares of Company Stock under
Grants shall be subject to all applicable laws and to approvals by any
governmental or regulatory agency as may be required.  With respect to persons
subject to Section 16 of the Exchange Act, it is the intent of the Company that
the Plan and all transactions under the Plan comply with all applicable
provisions of Rule 16b-3 or its successors under the Exchange Act.  The Board
may revoke any Grant if it is contrary to law or modify a Grant to bring it into
compliance with any valid and mandatory government regulation.  The Board may
also adopt rules regarding the withholding of taxes on payments to Grantees.
The Board may, in its sole discretion, agree to limit its authority under this
Section.

(c)     Governing Law.  The validity, construction, interpretation and effect of
        -------------
the Plan and Grant Instruments issued under the Plan shall exclusively be
governed by and determined in accordance with the law of the Commonwealth of
Pennsylvania.