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                                                          EXHIBIT 10.20


                       GEOTEL COMMUNICATIONS CORPORATION
                       1996 Employee Stock Purchase Plan
          -------------------------------------------------------------
         (As Amended and Restated on June 1, 1998 and December 15, 1998)

1.   Purpose
     -------

     It is the purpose of this 1996 Employee Stock Purchase Plan to provide a
means whereby eligible employees may purchase Common Stock of GeoTel
Communications Corporation (the "Company") and any subsidiaries as defined below
through after-tax payroll deductions. It is intended to provide a further
incentive for employees to promote the best interests of the Company and to
encourage stock ownership by employees in order that they may participate in the
Company's economic growth.

     It is the intention of the Company that the Plan qualify as an "employee
stock purchase plan" within the meaning of Section 423 of the Internal Revenue
Code and the provisions of this Plan shall be construed in a manner consistent
with the Code and Treasury Regulations promulgated thereunder.

2.   Definitions
     -----------

     The following words or terms, when used herein, shall have the following
respective meanings:

     (a)  "Plan" shall mean the 1996 Employee Stock Purchase Plan.

     (b)  "Company" shall mean GeoTel Communications Corporation, a Delaware
          corporation.

     (c)  "Account" shall mean the Employee Stock Purchase Account established
          for a Participant under Section 7 hereunder.

     (d)  "Basic Compensation" shall mean the regular rate of salary or wages in
          effect immediately prior to a Purchase Period or New Employee Stub
          Period (as defined in Section 2(m)), as the case may be, before any
          deductions or withholdings and including overtime, bonuses and sales
          commissions, but excluding amounts paid in reimbursement for expenses.

     (e)  "Board of Directors" shall mean the Board of Directors of GeoTel
          Communications Corporation.

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

     (g)  "Committee" shall mean the Compensation Committee appointed by the
          Board of Directors.


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     (h)  "Common Stock" shall mean shares of the Company's common stock, $.01
          par value per share.

     (i)  "Effective Date" shall mean the date of the closing of the Company's
          first public offering of Common Stock made pursuant to an effective
          Registration Statement filed with the Securities and Exchange
          Commission.

     (j)  "Eligible Employees" shall mean all persons employed by the Company or
          one of its Subsidiaries, but excluding:

          (1)  Persons whose customary employment is less than twenty hours per
               week or five months or less per year; and

          (2)  Persons who are deemed for purposes of Section 423(b)(3) of the
               Code to own stock possessing 5% or more of the total combined
               voting power or value of all classes of stock of the Company or a
               subsidiary.

     For purposes of the Plan, employment will be treated as continuing intact
while a Participant is on military leave, sick leave, or other bona fide leave
of absence, for up to 90 days or so long as the Participant's right to
re-employment is guaranteed either by statute or by contract, if longer than 90
days.

     (k)  "Exercise Date" shall mean the last day of a Purchase Period or New
          Employee Stub Period, as the case may be; provided, however, that if
          such date is not a business day, "Exercise Date" shall mean the
          immediately preceding business day.

     (l)  "Participant" shall mean an Eligible Employee who elects to
          participate in the Plan under Section 6 hereunder.

     (m)  Except as provided below, there shall be two "Purchase Periods" in
          each full calendar year during which the Plan is in effect, one
          commencing on January 1 of each calendar year and continuing through
          June 30 of such calendar year, and the second commencing on July 1 of
          each calendar year and continuing through December 31 of such calendar
          year, provided, however, that solely with respect to each employee who
          first becomes an Eligible Employee between January 1 and March 31 (an
          "April Employee") or between July 1 and September 30 (an "October
          Employee"), the initial Purchase Period for such employee will be the
          three-month period from April 1 to June 30 or from October 1 to
          December 31, as the case may be (the "New Employee Stub Period")
          except that the first New Employee Stub Period shall be the one month
          period from June 1, 1998 to June 30, 1998. The first Purchase Period
          after the Effective Date of the Plan shall commence on January 1,
          1997. The last Purchase Period shall commence on July 1, 2006 and end
          on December 31, 2006 and the last New Employee Stub Period shall
          commence on October 1, 2006 and end on December 31, 2006.


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     (n)  "Purchase Price" shall mean the lower of (i) 85% of the fair market
          value of a share of Common Stock for the first business day of the
          relevant Purchase Period or New Employee Stub Period, as the case may
          be, or (ii) 85% of such value on the relevant Exercise Date. If the
          shares of Common Stock are listed on any national securities exchange,
          or traded on the National Association of Securities Dealers Automated
          Quotation System ("Nasdaq") National Market System, the fair market
          value per share of Common Stock on a particular day shall be the
          closing price, if any, on the largest such exchange, or if not traded
          on an exchange, the Nasdaq National Market System, on such day, and,
          if there are no sales of the shares of Common Stock on such particular
          day, the fair market value of a share of Common Stock shall be
          determined by taking a weighted average of the means between the
          highest and lowest sales on the nearest date before and the nearest
          date after the particular day in accordance with Treasury Regulations
          Section 25.2512-2. If the shares of Common Stock are not then listed
          on any such exchange or the Nasdaq National Market System, the fair
          market value per share of Common Stock on a particular day shall be
          the mean between the closing "Bid" and the closing "Asked" prices, if
          any, as reported in the National Daily Quotation Service for such day.
          If the fair market value cannot be determined under the preceding
          sentences, it shall be determined in good faith by the Board of
          Directors.

     (o)  "Subsidiary" shall mean any present or future corporation which (i)
          would be a "subsidiary corporation" of the Company as that term is
          defined in Section 424(f) of the Code and (ii) is designated as a
          participant in the Plan by the Board.

3.   Grant of Option to Purchase Shares.
     -----------------------------------

     Each Eligible Employee shall be granted an option effective on the first
business day of each Purchase Period or New Employee Stub Period, as the case
may be, to purchase shares of Common Stock. The term of the option shall extend
until the end of the relevant Purchase Period or New Employee Stub Period. The
number of shares subject to each option shall be (i) the quotient of the
aggregate payroll deductions in the Purchase Period or New Employee Stub Period,
as the case may be, authorized by each Participant electing to have such payroll
deductions made in accordance with Section 6 divided by the Purchase Price, or
(ii) the quotient of the aggregate amount of lump sum payments made by the
Participant during the Purchase Period or New Employee Stub Period, as the case
may be, in accordance with Section 6 divided by the Purchase Price, but in no
event greater than 1,000 shares per option, or such other number as determined
from time to time by the Board of Directors or the Committee (the "Share
Limitation"); provided however that the Share Limitation may only be adjusted by
the Board of Directors or the Committee prior to the beginning of the Purchase
Period for which such Share Limitation is to be effective; and further provided
that, with respect to all options granted during any Purchase Period, including
all options granted during the New Employee Stub Period that falls within such
Purchase Period, such Share Limitation shall be the same. Notwithstanding the
foregoing, no employee shall be granted an option which permits his right to
purchase shares under the Plan to accrue at a rate which exceeds in any one


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calendar year $25,000 of the fair market value of the Common Stock as of the
date the option to purchase is granted.

4.   Shares.
     -------

     There shall be 250,000 shares of Common Stock reserved for issuance to and
purchase by Participants under the Plan, subject to adjustment as herein
provided. The shares of Common Stock subject to the Plan shall be either shares
of authorized but unissued Common Stock or shares of Common Stock reacquired by
the Company and held as treasury shares. Shares of Common Stock not purchased
under an option terminated pursuant to the provisions of the Plan may again be
subject to options granted under the Plan.

     The aggregate number of shares of Common Stock which may be purchased
pursuant to options granted hereunder, the number of shares of Common Stock
covered by each outstanding option, and the purchase price for each such option
shall be appropriately adjusted for any increase or decrease in the number of
outstanding shares of Common Stock resulting from a stock split or other
subdivision or consolidation of shares of Common Stock or for other capital
adjustments or payments of stock dividends or distributions or other increases
or decreases in the outstanding shares of Common Stock effected without receipt
of consideration by the Company.

5.   Administration
     --------------

     The Plan shall be administered by the Board of Directors or the
Compensation Committee appointed from time to time by the Board of Directors.
The Board of Directors or the Committee, if one has been appointed, is vested
with full authority to make, administer and interpret such equitable rules and
regulations regarding the Plan as it may deem advisable. The Board of
Directors', or the Committee's, if one has been appointed, determinations as to
the interpretation and operation of the Plan shall be final and conclusive. No
member of the Board of Directors or the Committee shall be liable for any action
or determination made in good faith with respect to the Plan or any option
granted under the Plan.

6.   Election to Participate
     -----------------------

     An Eligible Employee may elect to become a Participant in the Plan for a
Purchase Period by completing a "Stock Purchase Agreement" form prior to the
first day of the Purchase Period or New Employee Stub Period, as the case may
be, for which the election is made. Such Stock Purchase Agreement shall be in
such form as shall be determined by the Board of Directors or the Committee. The
election to participate shall be effective for the Purchase Period for which it
is made. There is no limit on the number of Purchase Periods for which an
Eligible Employee may elect to become a Participant in the Plan; except that
only April Employees and October Employees can elect to become Participants in
the Plan during a New Employee Stub Period and no Participant may participate in
more than one New Employee Stub Period. In the Stock Purchase Agreement, the
Eligible Employee shall authorize either regular payroll deductions or lump sum
payments of any full percentage of his Basic Compensation, but in no event less
than one percent (1%) nor more than ten percent (10%) of his Basic Compensation,
not to exceed $25,000 per year. An Eligible Employee may not change his
authorization except as otherwise provided in Section 9. Options granted to


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Eligible Employees who have failed to execute a Stock Purchase Agreement within
the time periods prescribed by the Plan will automatically lapse. Participants
electing to make lump sum payments must pay all such amounts no later than the
close of business fifteen (15) days before the relevant Exercise Date.

7.   Employee Stock Purchase Account.
     --------------------------------

     An Employee Stock Purchase Account will be established for each Participant
in the Plan for bookkeeping purposes, and payroll deductions and lump sum
payments made under Section 6 will be credited to such Accounts. However, prior
to the purchase of shares in accordance with Section 8 or withdrawal from or
termination of the Plan in accordance with the provisions hereof, the Company
may use for any valid corporate purpose all amounts deducted from a
Participant's wages or lump sum payments made by Participants under the Plan and
credited for bookkeeping purposes to his Account.

     The Company shall be under no obligation to pay interest on funds credited
to a Participant's Account, whether upon purchase of shares in accordance with
Section 8 or upon distribution in the event of withdrawal from or termination of
the Plan as herein provided.

8.   Purchase of Shares.
     -------------------

     Each Eligible Employee who is a Participant in the Plan automatically and
without any act on his part will be deemed to have exercised his option on each
Exercise Date to the extent that the balance then in his Account under the Plan
is sufficient to purchase at the Purchase Price whole shares of the Common Stock
subject to his option, subject to the Share Limitations and the Section
423(b)(8) limitation described in Section 3. Any balance remaining in the
Participant's Account shall be refunded to him in cash without interest.

9.   Withdrawal
     ----------

     A Participant who has elected to authorize payroll deductions or has made
lump sum payments for the purchase of shares of Common Stock may cancel his
election by written notice of cancellation ("Cancellation") delivered to the
office or person designated by the Company to receive Stock Purchase Agreements,
but any such notice of Cancellation must be so delivered not later than ten (10)
days before the relevant Exercise Date.

     A Participant will receive in cash, as soon as practicable after delivery
of the notice of Cancellation, the amount credited to his Account. Any
Participant who so withdraws from the Plan may again become a Participant at the
start of the next Purchase Period in accordance with Section 6.

     Upon dissolution or liquidation of the Company every option outstanding
hereunder shall terminate, in which event each Participant shall be refunded the
amount of cash then in his Account. If the Company shall at any time merge into
or consolidate with another corporation, the holder of each option then
outstanding will thereafter be entitled to receive at the next Exercise Date,
upon exercise of such option and for each share as to which such option was


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exercised, the securities or property which a holder of one share of the Common
Stock was entitled upon and at such time of such merger or consolidation. In
accordance with this paragraph and this Plan, the Board of Directors or
Committee, if any, shall determine the kind or amount of such securities or
property, which such holder of an option shall be entitled to receive. A sale of
all or substantially all of the assets of the Company shall be deemed a merger
or consolidation for the foregoing purposes.

10.  Issuance of Stock Certificates
     ------------------------------

     The shares of Common Stock purchased by a Participant shall, for all
purposes, be deemed to have been issued and sold at the close of business on the
Exercise Date. Prior to that date none of the rights or privileges of a
shareholder of the Company, including the right to vote or receive dividends,
shall exist with respect to such shares.

     Within a reasonable time after the Exercise Date, the Company shall notify
the transfer agent and registrar of the Common Stock of the Participant's
ownership of the number of shares of Common Stock purchased by a Participant for
the Purchase Period or New Employee Stub Period, as the case may be, which shall
be registered either in the Participant's name or jointly in the names of the
Participant and his spouse with right of survivorship as the Participant shall
designate in his Stock Purchase Agreement. Such designation may be changed at
any time by filing notice thereof with the party designated by the Company to
receive such notices.

11.  Termination of Employment.
     --------------------------

     (a)  Upon a Participant's termination of employment for any reason, other
than death, no payroll deduction may be made from any compensation due him and
the entire balance credited to his Account shall be automatically refunded, and
his rights under the Plan shall terminate.

     (b)  Upon the death of a Participant, no payroll deduction shall be made
from any compensation due him at time of death, the entire balance in the
deceased Participant's Account shall be paid in cash to the Participant's
designated beneficiary, if any, under a group insurance plan of the Company
covering such employee, or otherwise to his estate, and his rights under the
Plan shall terminate.

12.  Rights Not Transferable.
     ------------------------

     The right to purchase shares of Common Stock under this Plan is exercisable
only by the Participant during his lifetime and is not transferable by him. If a
Participant attempts to transfer his rights to purchase shares under the Plan,
he shall be deemed to have requested withdrawal from the Plan and the provisions
of Section 9 hereof shall apply with respect to such Participant.

13.  No Guarantee of Continued Employment.
     -------------------------------------

     Granting of an option under this Plan shall imply no right of continued
employment with the Company for any Eligible Employee.


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14.  Notice.
     -------

     Any notice which an Eligible Employee or Participant files pursuant to this
Plan shall be in writing and shall be delivered personally or by mail addressed
to GeoTel Communications Corporation, 900 Chelmsford St., Tower II, Lowell,
Massachusetts, Attn.: Timothy Allen. Any notice to a Participant or an Eligible
Employee shall be conspicuously posted in the Company's principal office or
shall be mailed addressed to the Participant or Eligible Employee at the address
designated in the Stock Purchase Agreement or in a subsequent writing.

15.  Application of Funds.
     ---------------------

     All funds deducted from a Participant's wages and all lump sum payments
made by Participants in payment for shares purchased or to be purchased under
this Plan may be used for any valid corporate purpose provided that the
Participant's Account shall be credited with the amount of all payroll
deductions and lump sum payments as provided in Section 7.

16.  Government Approvals or Consents.
     ---------------------------------

     This Plan and any offering and sales to Eligible Employees under it are
subject to any governmental approvals or consents that may be or become
applicable in connection therewith. Subject to the provisions of Section 17, the
Board of Directors of the Company may make such changes in the Plan and include
such terms in any offering under this Plan as may be necessary or desirable, in
the opinion of counsel, to comply with the rules or regulations of any
governmental authority, or to be eligible for tax benefits under the Code or the
laws of any state.

17.  Amendment of the Plan.
     ----------------------

     The Board of Directors may, without the consent of the Participants, amend
the Plan at any time, provided that no such action shall adversely affect
options theretofore granted hereunder, and provided that no such action by the
Board of Directors without approval of the Company's shareholders may (a)
increase the total number of shares of Common Stock which may be purchased by
all Participants, (b) change the class of employees eligible to receive options
under the Plan, or (c) make any changes to the Plan which require shareholder
approval under applicable law or regulations, including Section 423 of the Code
and the regulations promulgated thereunder.

     For purposes of this Section 17, termination of the Plan by the Board of
Directors pursuant to Section 18 shall not be deemed to be an action, which
adversely affects options theretofore, granted hereunder.

18.  Term of the Plan.
     -----------------

     The Plan shall become effective on the Effective Date, provided that it is
approved within twelve months after adoption by the Board of Directors by the
affirmative vote of holders of a majority of the stock of the Company present or
represented and entitled to vote at a duly held stockholders' meeting. The Plan
shall continue in effect through December 31, 2006, provided, however, that the


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Board of Directors shall have the right to terminate the Plan at any time, but
such termination shall not affect options then outstanding under the Plan. It
will terminate in any case when all or substantially all of the unissued shares
of stock reserved for the purposes of the Plan have been purchased. If at any
time shares of stock reserved for the purposes of the Plan remain available for
purchase but not in sufficient number to satisfy all then unfilled purchase
requirements, the available shares shall be apportioned among Participants in
proportion to the amount of payroll deductions accumulated on behalf of each
Participant or lump sum payments made by each Participant that would otherwise
be used to purchase stock and the Plan shall terminate. Upon such termination or
any other termination of the Plan, all payroll deductions or lump sum payments
not used to purchase stock will be refunded, without interest.

19.  Notice to Company of Disqualifying Disposition; Legend.
     -------------------------------------------------------

     By electing to participate in the Plan, each Participant agrees to notify
the Company in writing immediately after the Participant transfers Common Stock
acquired under the Plan, if such transfer occurs within two years after the
first business day of the Purchase Period or New Employee Stub Period, as the
case may be, in which such Common Stock was acquired. Each Participant further
agrees to provide any information about such a transfer as may be requested by
the Company or any subsidiary corporation in order to assist it in complying
with the tax laws. Such dispositions generally are treated as "disqualifying
dispositions" under Sections 421 and 424 of the Code, which have certain tax
consequences to Participants and to the Company and its participating
Subsidiaries. The Participant further agrees that all stock certificates for
Common Stock purchased under the Plan by the Participant shall be held in his
name or jointly with his spouse, as the case may be, and not in the name of a
broker, nominee or other person or entity for such two-year period, and agrees
that such stock certificates shall bear a legend reflecting that such Common
Stock was obtained upon the purchase of Common Stock under the Plan. The
Participant acknowledges that the Company may send a Form W-2, or substitute
therefor, as appropriate, to the Participant with respect to any income
recognized by the Participant upon a disqualifying disposition of Common Stock.

20.  Withholding of Additional Income Taxes.
     ---------------------------------------

     By electing to participate in the Plan, each Participant acknowledges that
the Company and its participating Subsidiaries are required to withhold taxes
with respect to the amounts deducted from the Participant's compensation and
accumulated for the benefit of the Participant under the Plan and each
Participant agrees that the Company and its participating Subsidiaries may
deduct additional amounts from the Participant's compensation, when amounts are
added to the Participant's account, used to purchase Common Stock or refunded,
in order to satisfy such withholding obligations. Each Participant further
acknowledges that when Common Stock is purchased under the Plan, the Company and
its participating Subsidiaries may be required to withhold taxes with respect to
all or a portion of the difference between the fair market value of the Common
Stock purchased and its purchase price, and each Participant agrees that such
taxes may be withheld from compensation otherwise payable to such Participant.
It is intended that tax withholding will be accomplished in such a manner that
the full amount of payroll deductions elected or lump sum payments made by the
Participant under Section 6 will be used to purchase Common Stock. However, if


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amounts sufficient to satisfy applicable tax withholding obligations have not
been withheld from compensation otherwise payable to any Participant, then,
notwithstanding any other provision of the Plan, the Company may withhold such
taxes from the Participant's accumulated payroll deductions or lump sum payments
and apply the net amount to the purchase of Common Stock, unless the Participant
pays to the Company, prior to the Exercise Date, an amount sufficient to satisfy
such withholding obligations. Each Participant further acknowledges that the
Company and its participating Subsidiaries may be required to withhold taxes in
connection with the disposition of stock acquired under the Plan and agrees that
the Company or any participating subsidiary may take whatever action it
considers appropriate to satisfy such withholding requirements, including
deducting from compensation otherwise payable to such Participant an amount
sufficient to satisfy such withholding requirements or conditioning any
disposition of Common Stock by the Participant upon the payment to the Company
or such subsidiary of an amount sufficient to satisfy such withholding
requirements.

21.  General.
     --------

     Whenever the context of this Plan permits, the masculine gender shall
include the feminine and neuter genders.


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