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                                                                    EXHIBIT 4.05

                            ILLUMINET HOLDINGS, INC.
                           1997 EQUITY INCENTIVE PLAN

                                    SECTION 1

                              PURPOSE AND DURATION

         1.1      Effective Date.  This Plan permits the grant of Nonqualified
Stock Options, Incentive Stock Options, SARs, Restricted Stock, Performance
Units and Performance Shares. This Plan shall be effective on the date of its
adoption by the Company's Board of Directors.

         1.2 Purpose of this Plan. This Plan is intended to attract, motivate,
and retain (a) employees of the Company and its Affiliates, (b) consultants who
provide significant services to the Company and its Affiliates, and (c) members
of the Board of Directors of the Company who are employees of neither the
Company nor any Affiliate. This Plan also is designed to further the growth and
financial success of the Company and its Affiliates by aligning the interests of
the Participants, through the ownership of Shares and through other incentives,
with the interests of the Company's stockholders.

                                    SECTION 2

                                   DEFINITIONS

         The following words and phrases shall have the following meanings
unless a different meaning is plainly required by the context:

         "1934 Act" means the Securities Exchange Act of 1934, as amended.
Reference to a specific section of the 1934 Act or regulation thereunder shall
include such section or regulation, any valid regulation promulgated under such
section, and any comparable provision of any future legislation or regulation
amending, supplementing or superseding such section or regulation.

         "Affiliate" means any corporation or any other entity (including, but
not limited to, partnerships and joint ventures) controlling, controlled by or
under common control with the Company.

         "Affiliated SAR" means an SAR that is granted in connection with a
related Option, and that automatically will be deemed to be exercised at the
same time that the related Option is exercised.

         "Award" means, individually or collectively, a grant under this Plan of
Nonqualified Stock Options, Incentive Stock Options, SARs, Restricted Stock,
Performance Units or Performance Shares.

         "Award Agreement" means the written agreement setting forth the terms
and provisions applicable to each Award granted under this Plan.

         "Board" or "Board of Directors" means the Board of Directors of the
Company.

         "Board Member" means any individual who is a member of the Board of
Directors of the Company.

         "Change in Control" shall have the meaning assigned to such term in
Section 12.2.

         "Code" means the Internal Revenue Code of 1986, as amended. Reference
to a specific section of the Code or regulation thereunder shall include such
section or regulation, any valid regulation promulgated under such section, and
any comparable provision of any future legislation or regulation amending,
supplementing or superseding such section or regulation.


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         "Committee" means the committee appointed by the Board (pursuant to
Section 3.1) to administer this Plan.

         "Company" means Illuminet Holdings, Inc., a Delaware corporation, and
any successor thereto. With respect to the definitions of the Performance Goals,
the Committee in its sole discretion may determine that "Company" means
Illuminet Holdings, Inc., and its consolidated subsidiaries.

         "Consultant" means any consultant, independent contractor or other
person who provides significant services to the Company or its Affiliates, but
who is neither an Employee nor a Board Member.

         "Disability" means a permanent and total disability within the meaning
of Code section 22(e)(3), provided that in the case of Awards other than
Incentive Stock Options, the Committee in its sole discretion may determine
whether a permanent and total disability exists in accordance with uniform and
non-discriminatory standards adopted by the Committee from time to time.

         "Employee" means any employee of the Company or of an Affiliate,
whether such employee is so employed at the time this Plan is adopted or becomes
so employed subsequent to the adoption of this Plan.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended. Reference to a specific section of ERISA or regulation thereunder shall
include such section or regulation, any valid regulation promulgated under such
section, and any comparable provision of any future legislation or regulation
amending, supplementing or superseding such section or regulation.

         "Exercise Price" means the price at which a Share may be purchased by a
Participant pursuant to the exercise of an Option.

         "Fair Market Value" means, as of any given date, the mean between the
highest and lowest reported sales prices of the Shares on the New York Stock
Exchange Composite Tape or, if not listed on such exchange, on any other
national securities exchange on which the Shares are listed or on the Nasdaq
Stock Market. If there is no regular public trading market for such Shares, the
Fair Market Value of the Shares shall be determined by the Committee in good
faith. Notwithstanding the preceding, for federal, state and local income tax
reporting purposes, fair market value shall be determined by the Committee (or
its delegate) in accordance with uniform and nondiscriminatory standards adopted
by it from time to time.

         "Fiscal Year" means the fiscal year of the Company.

         "Freestanding SAR" means a SAR that is granted independently of any
Option.

         "Grant Date" means, with respect to an Award, the date that the Award
was granted.

         "Incentive Stock Option" means an Option to purchase Shares which is
designated as an Incentive Stock Option and is intended to meet the requirements
of section 422 of the Code.

         "Nonemployee Board Member" means a Board Member who is not an employee
of the Company or any Affiliate.

         "Nonqualified Stock Option" means an Option to purchase Shares which is
not an Incentive Stock Option.

         "Option" means an Incentive Stock Option or a Nonqualified Stock
Option.

         "Participant" means an Employee, Consultant or Nonemployee Board Member
who has an outstanding Award.

         "Performance Goals" means the goal(s) (or combined goal(s)) determined
by the Committee (in its sole discretion) to be applicable to a Participant with
respect to an Award. For Awards that are intended to qualify as
"performance-based compensation" under section 162(m) of the Code, as determined
by the Committee, the



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Performance Goals applicable to an Award shall provide for a targeted level or
levels of achievement using one or more of the following predetermined
measurements: (a) earnings (either in the aggregate or on a per share basis);
(b) net income (before or after taxes); (c) operating income; (d) cash flow; (e)
return measures (including return on assets, equity or sales); (f) earnings
before or after taxes, and before or after depreciation and amortization; (g)
gross revenues; (h) share price (including growth measures and total stockholder
return or attainment by the Shares of a specified value for a specified period
of time); (i) reductions in expense levels in each case where applicable
determined either on a Company-wide basis or in respect of any one or more
business units; (j) net economic value; or (k) market share. The Performance
Goals may differ from Participant to Participant and from Award to Award.

         "Performance Period" shall have the meaning assigned to such term in
Section 8.3.

         "Performance Share" means an Award granted to a Participant pursuant to
Section 8.

         "Performance Unit" means an Award granted to a Participant pursuant to
Section 8.

         "Period of Restriction" means the period during which the transfer of
Shares of Restricted Stock are subject to restrictions and, therefore, the
Shares are subject to a substantial risk of forfeiture. As provided in Section
7, such restrictions may be based on the passage of time, the achievement of
target levels of performance or the occurrence of other events as determined by
the Committee in its sole discretion.

         "Plan" means the Illuminet Holdings, Inc., 1997 Equity Incentive Plan,
as set forth in this instrument and as hereafter amended from time to time.

         "Restricted Stock" means an Award granted to a Participant pursuant to
Section 7.

         "Retirement" means, in the case of an Employee, a Termination of
Service by reason of the Employee's retirement pursuant to any retirement
program instituted by the Company or any Affiliate employer or as otherwise
agreed to by the Employer or the applicable Affiliate employer. With respect to
a Consultant, no Termination of Service shall be deemed to be on account of
"Retirement". With respect to a Nonemployee Board Member, "Retirement" means
termination of service on the Board at or after age sixty-five (65).

         "Rule 16b-3" means Rule 16b-3 promulgated under the 1934 Act, and any
future regulation amending, supplementing or superseding such regulation.

         "Section 16 Person" means a person who, with respect to the Shares, is
subject to section 16 of the 1934 Act.

         "Shares" means the shares of common stock of the Company.

         "Stock Appreciation Right" or "SAR" means an Award, granted alone or in
connection with a related Option, that is designated as a SAR pursuant to
Section 6.

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

         "Tandem SAR" means an SAR that is granted in connection with a related
Option, the exercise of which shall require forfeiture of the right to purchase
an equal number of Shares under the related Option (and when a Share is
purchased under the Option, the SAR shall be canceled to the same extent).

         "Termination of Service" means (a) in the case of an Employee, a
cessation of the employee-employer relationship between an employee and the
Company or an Affiliate for any reason, including, but not limited to, a
cessation by resignation, discharge, death, Disability, Retirement or the
disaffiliation of an Affiliate, but excluding any such cessation where there is
a simultaneous reemployment by the Company or an Affiliate, and (b) in the case
of a Board Member or Consultant, a cessation of the service relationship between
a Board Member or Consultant



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and the Company or an Affiliate for any reason, including, but not limited to, a
cessation by resignation, discharge, death, Disability, (Retirement, with
respect to a Board Member) or the disaffiliation of an Affiliate, but excluding
any such cessation where there is a simultaneous reengagement of the Board
Member or Consultant by the Company or an Affiliate.

                                    SECTION 3

                                 ADMINISTRATION

         3.1 The Committee. Subject to Section 3.2, the Plan shall be
administered by the Board, or a committee appointed by the Board to administer
the Plan. Any references herein to "Committee" are references to the Board, or a
committee established by the Board, as applicable. To the extent the Board
considers it desirable to comply with or qualify under Rule 16b-3 or meet the
performance-based exception under section 162(m) of the Code, the Committee
shall consist of two or more directors of the Company, all of whom qualify as
"outside directors" as defined for purposes of the regulations under Code
section 162(m) and "non-employee directors" within the meaning of Rule 16b-3.
The number of members of the Committee shall from time to time be increased or
decreased, and shall be subject to such conditions, in each case as the Board
deems appropriate to permit transactions in Shares pursuant to the Plan to
satisfy such conditions of Rule 16b-3 and Code section 162(m) as then in effect.

         3.2 Authority of the Committee. It shall be the duty of the Committee
to administer this Plan in accordance with its provisions. The Committee shall
have all powers and discretion necessary or appropriate to administer this Plan
and to control its operation, including, but not limited to, the power to (a)
determine which Participants shall be granted Awards, (b) prescribe the terms
and conditions of the Awards, (c) interpret this Plan and the Awards, (d) adopt
rules for the administration, interpretation and application of this Plan as are
consistent therewith, and (e) interpret, amend or revoke any such rules.

         3.3 Delegation by the Committee. The Committee, in its sole discretion
and on such terms and conditions as it may provide, may delegate all or any part
of its authority and powers under this Plan to one or more Board Members or
officers of the Company; provided, however, that the Committee may not delegate
its authority and powers in any way which would jeopardize this Plan's
qualification under Rule 16b-3.

         3.4 Decisions Binding. All determinations and decisions made by the
Committee, the Board and any delegate of the Committee pursuant to Section 3.3
shall be final, conclusive, and binding on all persons, and shall be given the
maximum deference permitted by law.

                                    SECTION 4

                           SHARES SUBJECT TO THIS PLAN

         4.1 Number of Shares. Subject to adjustment as provided in Section 4.3,
the total number of Shares available for grant under this Plan shall equal
thirteen percent (13%) of the total shares of the Company that may be issued
from time to time, so that as additional Shares are issued by the Company, or as
Shares are redeemed and cancelled by the Company, the number of Shares available
for grant under this Plan shall increase or decrease, respectively, by thirteen
percent (13%) of the number of Shares so issued or redeemed and cancelled.
Shares granted under this Plan may be either authorized but unissued Shares or
treasury Shares, or any combination thereof.

         4.2 Lapsed Awards. If an Award is settled in cash, or is canceled,
terminates, expires or lapses for any reason (with the exception of the
termination of a Tandem SAR upon exercise of the related Option, or the
termination of a related Option upon exercise of the corresponding Tandem SAR),
any Shares subject to such Award thereafter shall be available to be the subject
of an Award.

         4.3 Adjustments in Awards and Authorized Shares. In the event of any
merger, reorganization, consolidation, recapitalization, separation,
liquidation, stock dividend, stock split, Share combination, or other change in
the corporate structure of the Company affecting the Shares, the Committee shall
adjust the number and class of Shares which may be delivered under this Plan,
the number, class and price of Shares subject to outstanding



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Awards, and the numerical limits of Sections 4.1, 5.1, 6.1, 7.1 and 8.1, in such
manner as the Committee (in its sole discretion) shall determine to be advisable
or appropriate to prevent the dilution or diminution of such Awards.
Notwithstanding the preceding, the number of Shares subject to any Award always
shall be a whole number.

         4.4 Repurchase Option. The Committee may, in its sole discretion,
include in the terms of any Award Agreement, that the Company shall have the
option to repurchase Shares of any Participant acquired pursuant to any Award
granted under the Plan upon the Termination of Service of such Participant upon
such terms as the Committee shall state in the Award.

         4.5 Buy-Out Provision. The Committee may at any time offer on behalf of
the Company to buy out, for a payment in cash or Shares, an Award previously
granted, based on such terms and conditions as the Committee, in its sole
discretion, shall establish and communicate to the Participants at the time such
offer is made.

         4.6 Restrictions on Share Transferability. The Committee may impose
such restrictions on any Shares acquired pursuant to the exercise of an Award as
it may deem advisable or appropriate in its sole discretion, including, but not
limited to, restrictions related to applicable Federal securities laws, the
requirements of any national securities exchange or system upon which Shares are
then listed or traded, and any blue sky or state securities laws.

         4.7 Adjustments upon Merger or Asset Sale. In the event of a merger of
the Company with or into another corporation, or the sale of substantially all
of the assets of the Company, the Board of Directors, in its discretion, may
require the successor corporation to either (i) assume each outstanding Award or
(ii) substitute an equivalent award by the successor corporation or a Parent or
Subsidiary of the successor corporation. If an Award is not assumed or
substituted in the event of a merger or sale of assets, the Award shall fully
vest and become immediately exercisable and the Committee shall notify the
Participant that the Award shall be exercisable for a period of twenty-five (25)
days from the date of such notice, and the Award shall terminate upon the
expiration of such period unless exercised. For the purposes of this paragraph,
the Award shall be considered assumed if, following the merger or sale of
assets, the Award confers the right to purchase or receive, for each Share
subject to the Award immediately prior to the merger or sale of assets, equal
consideration (whether stock, cash, or other securities or property) as received
in the merger or sale of assets by holders of each Share of common stock held on
the effective date of the transaction (and if holders of Shares were offered a
choice of consideration, the type of consideration chosen by the holders of a
majority of the outstanding Shares); provided, however, that if such
consideration received in the merger or sale of assets was not solely common
stock of the successor corporation or its Parent, the Committee may, with the
consent of the successor corporation, provide for the consideration to be
received upon the exercise of the Award, for each Share subject to the award, to
be solely common stock of the successor corporation or its Parent equal in fair
market value to the per share consideration received by holders of common stock
in the merger or sale of assets.

                                    SECTION 5

                                  STOCK OPTIONS

         5.1 Grant of Options. Subject to the terms and provisions of this Plan,
Options may be granted to Participants at any time and from time to time as
determined by the Committee in its sole discretion. The Committee, in its sole
discretion, shall determine the number of Shares subject to each Option;
provided, however, that during any Fiscal Year, no Participant shall be granted
Options covering more than 100,000 Shares. The Committee may grant Incentive
Stock Options, Nonqualified Stock Options, or any combination thereof.

         5.2 Award Agreement. Each Option shall be evidenced by an Award
Agreement that shall specify the Exercise Price, the expiration date of the
Option, the number of Shares to which the Option pertains, any conditions to
exercise of the Option and such other terms and conditions as the Committee, in
its sole discretion, shall determine. The Award Agreement also shall specify
whether the Option is intended to be an Incentive Stock Option or a Nonqualified
Stock Option.

         5.3 Exercise Price. Subject to the provisions of this Section 5.3, the
Exercise Price for each Option shall be determined by the Committee in its sole
discretion.


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             5.3.1 Nonqualified Stock Options. In the case of a Nonqualified
Stock Option, the Exercise Price may be less than the Fair Market Value of a
Share on the Grant Date.

             5.3.2 Incentive Stock Options. In the case of an Incentive Stock
Option, the Exercise Price shall be not less than one hundred percent (100%) of
the Fair Market Value of a Share on the Grant Date; provided, however, that if
on the Grant Date, the Employee (together with persons whose stock ownership is
attributed to the Employee pursuant to section 424(d) of the Code) owns stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Company or any of its Subsidiaries, the Exercise Price shall be not
less than one hundred ten percent (110%) of the Fair Market Value of a Share on
the Grant Date.

             5.3.3 Substitute Options. Notwithstanding the provisions of
Sections 5.3.1 and 5.3.2, in the event that the Company or an Affiliate
consummates a transaction described in section 424(a) of the Code (e.g., the
acquisition of property or stock from an unrelated corporation), persons who
become Participants on account of such transaction may be granted Options in
substitution for options granted by such former employer or recipient of
services. If such substitute Options are granted, the Committee, in its sole
discretion and consistent with section 424(a) of the Code, may determine that
such substitute Options shall have an exercise price less than one hundred
(100%) of the Fair Market Value of the Shares on the Grant Date.

         5.4 Expiration of Options.

             5.4.1 Expiration Dates. Except as provided in Section 5.7 regarding
Incentive Stock Options, each Option shall terminate upon the earlier of the
first to occur of the following events:

                        (a) The date(s) for termination of the Option set forth
                        in the Award Agreement; or

                        (b) The expiration of ten (10) years from the Grant
                        Date.

             5.4.2 Committee Discretion. Subject to the limits of Section 5.4.1,
the Committee, in its sole discretion, (a) shall provide in each Award Agreement
when each Option expires and becomes unexercisable, and (b) may, after an Option
is granted, extend the maximum term of the Option (subject to Section 5.7
regarding Incentive Stock Options).

         5.5 Exercisability of Options. Options granted under this Plan shall be
exercisable at such times and be subject to such restrictions and conditions as
the Committee shall determine in its sole discretion. After an Option is
granted, the Committee, in its sole discretion, may accelerate the
exercisability of the Option. If the Committee provides that any Option is
exercisable only in installments, the Committee may at any time waive such
installment exercise provisions, in whole or in part, based on such factors as
the Committee may determine.

         5.6 Payment. Options shall be exercised by the Participant's delivery
of a written notice of exercise to the Secretary of the Company (or its
designee), setting forth the number of Shares with respect to which the Option
is to be exercised, accompanied by full payment for the Shares.

         Upon the exercise of any Option, the Exercise Price shall be payable to
the Company in full in cash or its equivalent. The Committee, in its sole
discretion, also may permit exercise (a) by tendering previously acquired Shares
having an aggregate Fair Market Value at the time of exercise equal to the total
Exercise Price, or (b) by any other means which the Committee, in its sole
discretion, determines (i) to provide legal consideration for the Shares, and
(ii) to be consistent with the purposes of this Plan.

         As soon as practicable after receipt of a written notification of
exercise and full payment for the Shares purchased, the Company shall deliver to
the Participant (or the Participant's designated broker), Share certificates
(which may be in book entry form) representing such Shares.

         5.7 Certain Additional Provisions for Incentive Stock Options.

             5.7.1 Exercisability. The aggregate Fair Market Value (determined
on the Grant Date(s)) of the


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Shares with respect to which Incentive Stock Options are exercisable for the
first time by any Employee during any calendar year (under all plans of the
Company and its Subsidiaries) shall not exceed $100,000.

                  5.7.2 Termination of Service. No Incentive Stock Option may be
exercised more than three (3) months after the Participant's Termination of
Service for any reason other than Disability or death, unless (a) the
Participant dies during such three-month period, and (b) the Award Agreement or
the Committee permits later exercise. No Incentive Stock Option may be exercised
more than one (1) year after the Participant's termination of employment on
account of Disability, unless (a) the Participant dies during such one-year
period, and (b) the Award Agreement or the Committee permits later exercise.

                  5.7.3    Company and Subsidiaries Only. Incentive Stock
Options may be granted only to persons who are employees of the Company or a
Subsidiary on the Grant Date.

                  5.7.4 Expiration. No Incentive Stock Option may be exercised
after the expiration of ten (10) years from the Grant Date; provided, however,
that if the Option is granted to an Employee who, together with persons whose
stock ownership is attributed to the Employee pursuant to section 424(d) of the
Code, owns stock possessing more than 10% of the total combined voting power of
all classes of stock of the Company or any of its Subsidiaries, the Option may
not be exercised after the expiration of five (5) years from the Grant Date.

                                    SECTION 6

                            STOCK APPRECIATION RIGHTS

         6.1 Grant of SARs. Subject to the terms and conditions of this Plan, an
SAR may be granted to Participants at any time and from time to time as shall be
determined by the Committee, in its sole discretion. The Committee may grant
Affiliated SARs, Freestanding SARs, Tandem SARs, or any combination thereof.

                  6.1.1 Number of Shares. The Committee shall have complete
discretion to determine the number of SARs granted to any Participant, provided
that during any Fiscal Year, no Participant shall be granted SARs covering more
than 100,000 Shares.

                  6.1.2 Exercise Price and Other Terms. The Committee, subject
to the provisions of this Plan, shall have complete discretion to determine the
terms and conditions of SARs granted under this Plan; provided, however, that
the exercise price of a Freestanding SAR shall be not less than one hundred
percent (100%) of the Fair Market Value of a Share on the Grant Date. The
exercise price of Tandem or Affiliated SARs shall equal the Exercise Price of
the related Option.

         6.2 Exercise of Tandem SARs. Tandem SARs may be exercised for all or
part of the Shares subject to the related Option upon the surrender of the right
to exercise the equivalent portion of the related Option. A Tandem SAR may be
exercised only with respect to the Shares for which its related Option is then
exercisable. With respect to a Tandem SAR granted in connection with an
Incentive Stock Option: (a) the Tandem SAR shall expire no later than the
expiration of the underlying Incentive Stock Option; (b) the value of the payout
with respect to the Tandem SAR shall be for no more than one hundred percent
(100%) of the difference between the Exercise Price of the underlying Incentive
Stock Option and the Fair Market Value of the Shares subject to the underlying
Incentive Stock Option at the time the Tandem SAR is exercised; and (c) the
Tandem SAR shall be exercisable only when the Fair Market Value of the Shares
subject to the Incentive Stock Option exceeds the Exercise Price of the
Incentive Stock Option.

         6.3 Exercise of Affiliated SARs. An Affiliated SAR shall be deemed to
be exercised upon the exercise of the related Option. The deemed exercise of an
Affiliated SAR shall not necessitate a reduction in the number of Shares subject
to the related Option.

         6.4 Exercise of Freestanding SARs. Freestanding SARs shall be
exercisable on such terms and conditions as the Committee, in its sole
discretion, shall determine.

         6.5 SAR Agreement. Each SAR grant shall be evidenced by an Award
Agreement that shall specify



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the exercise price, the term of the SAR, the conditions of exercise, and such
other terms and conditions as the Committee, in its sole discretion, shall
determine.

         6.6 Expiration of SARs. An SAR granted under this Plan shall expire
upon the date determined by the Committee, in its sole discretion, as set forth
in the Award Agreement. Notwithstanding the foregoing, the terms and provisions
of Section 5.4 also shall apply to SARs.

         6.7 Payment of SAR Amount. Upon exercise of an SAR, a Participant shall
be entitled to receive payment from the Company in an amount determined by
multiplying:

             (a) The positive difference between the Fair Market Value of a
Share on the date of exercise over the exercise price; by

             (b) The number of Shares with respect to which the SAR is
exercised.

         At the sole discretion of the Committee, the payment upon SAR exercise
may be in cash, in Shares of equivalent value, or in any combination thereof.

                                    SECTION 7

                                RESTRICTED STOCK

         7.1 Grant of Restricted Stock. Subject to the terms and provisions of
this Plan, the Committee, at any time and from time to time, may grant Shares of
Restricted Stock to Participants in such amounts as the Committee, in its sole
discretion, shall determine. The Committee, in its sole discretion, shall
determine the number of Shares to be granted to each Participant; provided,
however, that during any Fiscal Year, no Participant shall receive more than
100,000 Shares of Restricted Stock.

         7.2 Restricted Stock Agreement. Each Award of Restricted Stock shall be
evidenced by an Award Agreement that shall specify the Period of Restriction,
the number of Shares granted, and such other terms and conditions as the
Committee, in its sole discretion, shall determine. Unless the Committee, in its
sole discretion, determines otherwise, Shares of Restricted Stock shall be held
by the Company as escrow agent until the end of the applicable Period of
Restriction.

         7.3 Transferability. Except as otherwise determined by the Committee,
in its sole discretion, Shares of Restricted Stock may not be sold, transferred,
gifted, bequeathed, pledged, assigned, or otherwise alienated or hypothecated,
voluntarily or involuntarily, until the end of the applicable Period of
Restriction.

         7.4 Other Restrictions. The Committee, in its sole discretion, may
impose such other restrictions on Shares of Restricted Stock as it may deem
advisable or appropriate in accordance with this Section 7.4.

             7.4.1 General Restrictions. The Committee may set restrictions
based upon (a) the achievement of specific performance objectives (Company-wide,
divisional or individual), (b) applicable Federal or state securities laws, or
(c) any other basis determined by the Committee in its sole discretion.

             7.4.2 Section 162(m) Performance Restrictions. For purposes of
qualifying grants of Restricted Stock as "performance-based compensation" under
section 162(m) of the Code, the Committee, in its sole discretion, shall set
restrictions based upon the achievement of Performance Goals. The Performance
Goals shall be set by the Committee on or before the latest date permissible to
enable the Restricted Stock to qualify as "performance-based compensation" under
section 162(m) of the Code. In granting Restricted Stock that is intended to
qualify under Code section 162(m), the Committee shall follow any procedures
determined by it in its sole discretion from time to time to be necessary,
advisable or appropriate to ensure qualification of the Restricted Stock under
Code section 162(m) (e.g., in determining the Performance Goals).

             7.4.3 Legend on Certificates. The Committee, in its sole
discretion, may legend the certificates representing Restricted Stock to give
appropriate notice of such restrictions. For example, the Committee may



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determine that some or all certificates representing Shares of Restricted Stock
shall bear the following legend:

         "THE SALE OR OTHER TRANSFER OF THE SHARES OF STOCK REPRESENTED BY THIS
         CERTIFICATE, WHETHER VOLUNTARY, INVOLUNTARY, OR BY OPERATION OF LAW, IS
         SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN THE
         ILLUMINET HOLDINGS, INC., 1997 EQUITY INCENTIVE PLAN, AND IN A
         RESTRICTED STOCK AGREEMENT. A COPY OF THIS PLAN AND SUCH RESTRICTED
         STOCK AGREEMENT MAY BE OBTAINED FROM THE SECRETARY OF ILLUMINET
         HOLDINGS, INC."

         7.5 Removal of Restrictions. Except as otherwise provided in this
Section 7, Shares of Restricted Stock covered by each Restricted Stock grant
made under this Plan shall be released from escrow as soon as practicable after
the end of the applicable Period of Restriction. The Committee, in its sole
discretion, may accelerate the time at which any restrictions shall lapse and
remove any restrictions. After the end of the applicable Period of Restriction,
the Participant shall be entitled to have any legend or legends under Section
7.4.3 removed from his or her Share certificate, and the Shares shall be freely
transferable by the Participant.

         7.6 Voting Rights. During the Period of Restriction, Participants
holding Shares of Restricted Stock granted hereunder may exercise full voting
rights with respect to those Shares, unless the applicable Award Agreement
provides otherwise.

         7.7 Dividends and Other Distributions. During the Period of
Restriction, Participants holding Shares of Restricted Stock shall be entitled
to receive all dividends and other distributions paid with respect to such
Shares unless otherwise provided in the applicable Award Agreement. If any such
dividends or distributions are paid in Shares, the Shares shall be subject to
the same restrictions on transferability and forfeitability as the Shares of
Restricted Stock with respect to which they were paid.

         7.8 Return of Restricted Stock to Company. On the date set forth in the
applicable Award Agreement, the Restricted Stock for which restrictions have not
lapsed shall revert to the Company and thereafter shall be available for grant
under this Plan.

                                    SECTION 8

                    PERFORMANCE UNITS AND PERFORMANCE SHARES

         8.1 Grant of Performance Units/Shares. Performance Units and
Performance Shares may be granted to Participants at any time and from time to
time, as shall be determined by the Committee, in its sole discretion. The
Committee shall have complete discretion in determining the number of
Performance Units and Performance Shares granted to each Participant; provided,
however, that during any Fiscal Year, (a) no Participant shall receive
Performance Units having an initial value greater than $250,000, and (b) no
Participant shall receive more than 100,000 Performance Shares.

         8.2 Value of Performance Units/Shares. Each Performance Unit shall have
an initial value that is established by the Committee on or before the Grant
Date. Each Performance Share shall have an initial value equal to the Fair
Market Value of a Share on the Grant Date.

         8.3 Performance Objectives and Other Terms. The Committee shall set
performance objectives in its sole discretion which, depending on the extent to
which they are met, will determine the number or value of Performance Units or
Performance Shares, or both, that will be paid out to the Participants. The time
period during which the performance objectives must be met shall be called the
"Performance Period". Each Award of Performance Units or Performance Shares
shall be evidenced by an Award Agreement that shall specify the Performance
Period, and such other terms and conditions as the Committee, in its sole
discretion, shall determine.

                  8.3.1 General Performance Objectives. The Committee may set
performance objectives based upon (a) the achievement of Company-wide,
divisional or individual goals, (b) applicable Federal or state securities laws,
or (c) any other basis determined by the Committee in its discretion.



                                       9

<PAGE>

                  8.3.2 Section 162(m) Performance Objectives. For purposes of
qualifying grants of Performance Units or Performance Shares as
"performance-based compensation" under section 162(m) of the Code, the
Committee, in its sole discretion, shall determine that the performance
objectives applicable to Performance Units or Performance Shares, as the case
may be, shall be based on the achievement of Performance Goals. The Performance
Goals shall be set by the Committee on or before the latest date permissible to
enable the Performance Units or Performance Shares, as the case may be, to
qualify as "performance-based compensation" under section 162(m) of the Code. In
granting Performance Units or Performance Shares which are intended to qualify
under Code section 162(m), the Committee shall follow any procedures determined
by it from time to time to be necessary or appropriate in its sole discretion to
ensure qualification of the Performance Units or Performance Shares, as the case
may be, under Code section 162(m) (e.g., in determining the Performance Goals).

         8.4 Earning of Performance Units/Shares. After the applicable
Performance Period has ended, the holder of Performance Units or Performance
Shares shall be entitled to receive a payout of the number of Performance Units
or Performance Shares, as the case may be, earned by the Participant over the
Performance Period, to be determined as a function of the extent to which the
corresponding performance objectives have been achieved. After the grant of a
Performance Unit or Performance Share, the Committee, in its sole discretion,
may reduce or waive any performance objectives for such Performance Unit or
Performance Share, except with respect to Awards that are intended to qualify as
"performance-based compensation" under section 162(m) of the Code.

         8.5 Form and Timing of Payment of Performance Units/Shares. Payment of
earned Performance Units or Performance Shares shall be made as soon as
practicable after the end of the applicable Performance Period. The Committee,
in its sole discretion, may pay earned Performance Units or Performance Shares
in the form of cash, in Shares (which have an aggregate Fair Market Value equal
to the value of the earned Performance Units or Performance Shares, as the case
may be, at the end of the applicable Performance Period), or in any combination
thereof.

         8.6 Cancellation of Performance Units/Shares. On the earlier of the
date set forth in the Award Agreement or the Participant's Termination of
Service (other than by death, Disability or, with respect to an Employee,
Retirement), all unearned or unvested Performance Units or Performance Shares
shall be forfeited to the Company, and thereafter shall be available for grant
under this Plan. In the event of a Participant's death, Disability or, with
respect to an Employee, Retirement, prior to the end of a Performance Period,
the Committee shall reduce his or her Performance Units or Performance Shares
proportionately based on the date of such Termination of Service.

                                    SECTION 9

                                  MISCELLANEOUS

         9.1 Deferrals. The Committee, in its sole discretion, may permit a
Participant to defer receipt of the payment of cash or the delivery of Shares
that would otherwise be due to such Participant under an Award. Any such
deferral election shall be subject to such rules and procedures as shall be
determined by the Committee in its sole discretion.

         9.2 No Effect on Employment or Service. Nothing in this Plan shall
interfere with or limit in any way the right of the Company to terminate any
Participant's employment or service at any time, with or without cause. For
purposes of this Plan, transfer of employment of a Participant between the
Company and any of its Affiliates (or between Affiliates) shall not be deemed a
Termination of Service. Employment or secure relationship with the Company and
its Affiliates is on an at-will basis only, unless otherwise provided by an
applicable employment or service agreement between the Participant and the
Company or its Affiliate, as the case may be.

         9.3 Participation. No Participant shall have the right to be selected
to receive an Award under this Plan, or, having been so selected, to be selected
to receive a future Award.

         9.4 Indemnification. Each person who is or shall have been a member of
the Committee, or of the Board, shall be indemnified and held harmless by the
Company against and from (a) any loss, cost, liability or


                                       10

<PAGE>

expense (including attorneys' fees) that may be imposed upon or reasonably
incurred by him or her in connection with or resulting from any claim, action,
suit or proceeding to which he or she may be a party or in which he or she may
be involved by reason of any action taken or failure to act under this Plan or
any Award Agreement, and (b) from any and all amounts paid by him or her in
settlement thereof, with the Company's prior written approval, or paid by him or
her in satisfaction of any judgment in any such claim, action, suit or
proceeding against him or her; provided, however, that he or she shall give the
Company an opportunity, at its own expense, to handle and defend the same before
he or she undertakes to handle and defend it on his or her own behalf. The
foregoing right of indemnification shall not be exclusive of any other rights of
indemnification to which such persons may be entitled under the Company's
Certificate of Incorporation or Bylaws, by contract, as a matter of law or
otherwise, or under any power that the Company may have to indemnify them or
hold them harmless.

         9.5 Successors. All obligations of the Company under this Plan, with
respect to Awards granted hereunder, shall be binding on any successor to the
Company, whether the existence of such successor is the result of a direct or
indirect purchase, merger, consolidation or otherwise, of all or substantially
all of the business or assets of the Company.

         9.6 Beneficiary Designations. If permitted by the Committee, a
Participant under this Plan may name a beneficiary or beneficiaries to whom any
vested but unpaid Award shall be paid in the event of the Participant's death.
Each such designation shall revoke all prior designations by the Participant and
shall be effective only if given in a form and manner acceptable to the
Committee. In the absence of any such designation, any vested benefits remaining
unpaid at the Participant's death shall be paid to the Participant's estate and,
subject to the terms of this Plan and of the applicable Award Agreement, any
unexercised vested Award may be exercised by the administrator or executor of
the Participant's estate.

         9.7 Transferability of Awards. Except as provided otherwise in the
Award Agreement, Awards granted under this Plan may be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated.

         9.8 No Rights as Stockholder. Except to the limited extent provided in
Sections 7.6 and 7.7, no Participant (nor any beneficiary thereof) shall have
any of the rights or privileges of a stockholder of the Company with respect to
any Shares issuable pursuant to an Award (or the exercise thereof), unless and
until certificates representing such Shares shall have been issued, recorded on
the records of the Company or its transfer agents or registrars, and delivered
to the Participant (or his or her beneficiary).

                                   SECTION 10

                      AMENDMENT, TERMINATION, AND DURATION

         10.1 Amendment, Suspension, or Termination. The Board, in its sole
discretion, may amend or terminate this Plan, or any part thereof, at any time
and for any reason; provided, however, that if and to the extent required by law
or to maintain this Plan's qualification under Rule 16b-3, the Code, or the
rules of any national securities exchange (if applicable), any such amendment
shall be subject to stockholder approval. The amendment, suspension or
termination of this Plan shall not, without the consent of the Participant,
alter or impair any rights or obligations under any Award theretofore granted to
such Participant. No Award may be granted during any period of suspension or
after termination of this Plan.

         10.2 Duration of this Plan. This Plan shall become effective on the
date specified herein, and subject to Section 10.1 (regarding the Board's right
to amend or terminate this Plan), shall remain in effect thereafter; provided,
however, that without further stockholder approval, no Incentive Stock Option
may be granted under this Plan after the tenth anniversary of the effective date
of this Plan.

                                   SECTION 11

                                 TAX WITHHOLDING

         11.1 Withholding Requirements. Prior to the delivery of any Shares or
cash pursuant to an Award (or the exercise thereof), the Company shall have the
power and the right to deduct or withhold from any amounts due


                                       11

<PAGE>

to the Participant from the Company, or require a Participant to remit to the
Company, an amount sufficient to satisfy Federal, state and local taxes
(including the Participant's FICA obligation) required to be withheld with
respect to such Award (or the exercise thereof).

         11.2 Withholding Arrangements. The Committee, in its sole discretion
and pursuant to such procedures as it may specify from time to time, may permit
a Participant to satisfy such tax withholding obligation, in whole or in part,
by (a) electing to have the Company withhold otherwise deliverable Shares, or
(b) delivering to the Company Shares then owned by the Participant having a Fair
Market Value equal to the amount required to be withheld. The amount of the
withholding requirement shall be deemed to include any amount that the Committee
agrees may be withheld at the time any such election is made, not to exceed the
amount determined by using the maximum federal, state or local marginal income
tax rates applicable to the Participant with respect to the Award on the date
that the amount of tax to be withheld is to be determined. The Fair Market Value
of the Shares to be withheld or delivered shall be determined as of the date
that the taxes are required to be withheld.

                                   SECTION 12

                                CHANGE IN CONTROL

         12.1 Change in Control. In the event of a Change in Control of the
Company, all Awards granted under this Plan that then are outstanding and not
then exercisable or are subject to restrictions, shall, unless otherwise
provided for in the Award Agreements applicable thereto, become immediately
exercisable, and all restrictions shall be removed, as of the first date that
the Change in Control has been deemed to have occurred, and shall remain as such
for the remaining life of the Award as provided herein and within the provisions
of the related Award Agreements.

Notwithstanding the preceding sentence, in the event that the Committee is
advised by the Company's independent auditors that the effect of the preceding
sentence would be to preclude the ability of the Company to account for an
acquisition or merger transaction as a pooling of interests, the Committee may
declare the preceding sentence to be inoperable to such extent as the Committee,
in its sole discretion, deems advisable.

         12.2 Definition. For purposes of Section 12.1 above, a Change in
Control of the Company shall be deemed to have occurred if the conditions set
forth in any one or more of the following shall have been satisfied, unless such
condition shall have received prior approval of a majority vote of the
Continuing Directors, as defined below, indicating that Section 12.1 shall not
apply thereto:

                  (a) any "person", as such term is used in Sections 13(d) and
14(d) of the 1934 Act (other than the Company, any trustee or other fiduciary
holding securities under an employee benefit plan of the Company or any
corporation owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the Company),
is or becomes the "beneficial owner" (as defined in Rule 13(d)(3) under the
Exchange Act), directly or indirectly, of securities of the Company representing
thirty percent (30%) or more of the combined voting power of the Company's then
outstanding securities;

                  (b) during any period of two consecutive years (not including
any period prior to the Effective Date of this Plan), individuals ("Existing
Directors") who at the beginning of such period constitute the Board of
Directors, and any new board member (an "Approved Director") (other than a board
member designated by a person who has entered into an agreement with the Company
to effect a transaction described in paragraph (a), (b) or (c) of this Section
12.2) whose election by the Board of Directors or nomination for election by the
Company's shareholders was approved by a vote of a least two-thirds (2/3) of the
board members then still in office who either were board members at the
beginning of the period or whose election or nomination for election previously
was so approved (Existing Directors together with Approved Directors
constituting "Continuing Directors"), cease for any reason to constitute at
least a majority of the Board of Directors; or

                  (c) the stockholders of the Company approve a merger or
consolidation of the Company with any other person, other than (i) a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities for the
surviving entity) more than fifty percent (50%) of the combined voting



                                       12

<PAGE>

power of the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation, or (ii) a merger in
which no "person" (as defined in Section 12.2(a)) acquires more than thirty
percent (30%) of the combined voting power of the Company's then outstanding
securities; or

                  (d) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets (or any transaction
having a similar effect).

                                   SECTION 13

                               LEGAL CONSTRUCTION

         13.1 Gender and Number. Except where otherwise indicated by the
context, any masculine term used herein also shall include the feminine, the
plural shall include the singular, and the singular shall include the plural.

         13.2 Severability. In the event any provision of this Plan shall be
held illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining parts of this Plan, and this Plan shall be construed and
enforced as if the illegal or invalid provision had not been included.

         13.3 Requirements of Law. The grant of Awards and the issuance of
Shares under this Plan shall be subject to all applicable laws, rules and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required from time to time.

         13.4 Securities Law Compliance. With respect to Section 16 Persons,
Awards under this Plan are intended to comply with all applicable conditions of
Rule 16b-3. To the extent any provision of this Plan, Award Agreement or action
by the Committee fails to so comply, it shall be deemed null and void, to the
extent permitted by law and deemed advisable or appropriate by the Committee in
its sole discretion.

         13.5 Governing Law. This Plan and all Award Agreements shall be
construed in accordance with and governed by the laws of the State of Delaware
(excluding its conflict of laws provisions).

         13.6 Captions. Captions are provided herein for convenience of
reference only, and shall not serve as a basis for interpretation or
construction of this Plan.

                       Adopted October 29, 1997
                       Amended April 29, 1998
                       Amended September 9, 1999
                       Amended and Restated March 6, 2001



                                       13

<PAGE>

                            ILLUMINET HOLDINGS, INC.
                           1997 EQUITY INCENTIVE PLAN

                   NON-OUALIFIED STOCK OPTION AWARD AGREEMENT

         This Stock Option Award Agreement (the "Award Agreement"), made this
_______ day of _______, [Year] evidences the grant, by Illuminet Holdings, Inc.,
(the "Company"), of a stock option to _______________ (the "Grantee") on the
date hereof (the "Date of Grant"). By accepting the Award and executing this
Award Agreement, the Grantee agrees to be bound by the provisions hereof and of
the Illuminet Holdings, Inc. 1997 Equity Incentive Plan (the "Plan").
Capitalized terms not defined herein shall have the same meaning as used in the
Plan.

         1. Shares Optioned and Option Price. The Grantee shall have an option
to purchase _______ shares of the Company's Common Stock, $0.01 par value (the
"Shares"), at an exercise price of $_______ for each share (the "Option"),
subject to the terms and conditions of this Award Agreement and of the Plan, the
provisions of which are incorporated herein by this reference. The Option is
not, nor is it intended to be, an Incentive Stock Option as described in section
422 of the Internal Revenue Code of 1986.

         2. Exercise Period. The Option may be exercised, from time to time,
with respect to the following number of Shares subject to this Option: (i) prior
to the first anniversary of the Date of Grant, none of such Shares; (ii) from
and after the first anniversary of the Date of Grant, 25% of such Shares; (iii)
from and after the second anniversary of the Date of Grant, 50% of such Shares
(less any Shares as to which this Option shall have been exercised prior to such
second anniversary); (iv) from and after the third anniversary of the date of
Grant, 75% of such Shares (less any Shares as to which this Option shall have
been exercised prior to such third anniversary); and (v) from and after the
fourth anniversary of the Date of Grant, 100% of such Shares (less any Shares as
to which this Option shall have been exercised prior to such fourth
anniversary). Provided, however, that the Grantee's right to exercise the Option
shall terminate on the earliest to occur of the following dates:

                  (a) the tenth anniversary of the Date of Grant;
                  (b) the first anniversary of the date of the Grantee's
Termination of Service on account of Disability or death;
                  (c) the date sixty days following the date of the Grantee's
Termination of Service for any reason other than Disability or death (the
"Termination Date").

Provided further that, during the sixty day period following the date of the
Grantee's Termination of Service for any reason other than Disability or death,
that portion of the Shares that was not exercisable on the date of the Grantee's
Termination of Service shall not become exercisable.

         3. Restriction on Exercise. Notwithstanding the foregoing provisions of
paragraph 2 or any other provision of this Award Agreement, the Committee, in
its sole discretion, may, only with respect to any unvested portion of this
Option, reduce the number of Shares subject to the Option or may cancel the
Option in its entirety if the Grantee (a) takes other employment or renders
services to others without the written consent of the Company; or (b) conducts
himself or herself in a manner that the Committee, in its sole discretion, deems
has adversely affected or may adversely affect the Company. Except as provided
in the last sentence of this paragraph, the Grantee will not be entitled to any
remuneration or compensation whatsoever for the loss of all or a portion of the
Grantee's Option if the number of Shares subject to the Grantee's Option are
reduced, or if the Grantee's Option is canceled in its entirety, pursuant to
this paragraph. If at the time this Option was granted the Grantee and the
Company acknowledged in writing that this Option was being granted in lieu of
other specifically described compensation to the Grantee, then, to the extent
that pursuant to this paragraph the number of Shares subject to this Option is
reduced or this Option is canceled, then, the Company shall pay to the Grantee
the proportionate amount of such forgone compensation represented by the reduced
number of Shares or cancellation of this Option.

         4. Exercise. To the extent that the Option is exercisable hereunder, it
may be exercised in full or in part by the Grantee or, in the event of the
Grantee's death, by the person or persons to whom the Option was transferred by
will or the laws of descent and distribution, by delivering or mailing written
notice of the exercise and full payment of the purchase price to the Secretary
of the Company. The written notice shall be signed by each person entitled to
exercise the Option and shall specify the address and social security number of
each person. If any person other than the Grantee purports to be entitled to
exercise all or any portion of the Option, the written notice


                                       14

<PAGE>

shall be accompanied by proof, satisfactory to the Secretary of the Company, of
that entitlement. The written notice shall be accompanied by full payment in
cash (including personal check), in Shares represented by certificates
transferring ownership to the Company and with an aggregate Fair Market Value
equal to the purchase price on the date the written notice is received by the
Secretary, or in any combination of cash and Shares, provided that payment in
full or part by the transfer of Shares shall be subject to approval by the
Committee. Payment may also be made in such other manner as may be permitted by
the Plan at the time of exercise, subject to approval by the Committee. The
written notice will be effective and the Option shall be deemed exercised to the
extent specified in the notice on the date that the written notice (together
with required accompaniments) is received by the Secretary of the Company at its
then executive offices during regular business hours.

         5. Issue of Shares Upon Exercise. As soon as practicable after receipt
of an effective written notice of exercise and full payment of the purchase
price as provided in paragraph 4, the Secretary of the Company shall cause
ownership of the appropriate number of Shares to be transferred to the person or
persons exercising the Option by having a certificate or certificates for those
Shares registered in the name of such person or persons and shall have each
certificate delivered to the appropriate person. Notwithstanding the foregoing,
if the Company or a Subsidiary requires reimbursement of any tax required by law
to be withheld with respect to Shares received upon exercise of an Option, the
Secretary shall not transfer ownership of those Shares until the required
payment is made.

         6. Transferability of Options. The Grantee may transfer the Option to
(i) the spouse, children, or grandchildren of the Grantee ("Immediate Family
Members"), (ii) a trust or trusts for the exclusive benefits of such Immediate
Family Members, or (iii) a partnership in which such Immediate Family Members
are the only partners, provided that (a) there may be no consideration for any
such transfer and (b) subsequent transfers of the Option shall be prohibited,
except by will or the laws of descent and distribution. Following transfer, the
Option shall continue to be subject to the same terms and conditions as were
applicable immediately prior to transfer, provided that for the purposes of the
Award Agreement, the term "Grantee" shall be deemed to refer to the transferee.
The event of a Termination of Service shall continue to be applied with respect
to the original Grantee, following which the Option shall be exercisable by the
transferee only to the extent, and for the periods, specified in Paragraph 2.
Neither the Committee nor the Company shall have any obligation to provide
notice to a transferee of termination of the Option under the terms of this
Award Agreement.

                  6.1 Transferees of Stockholders. The Company shall not be
required to transfer any Shares on its books which shall have been sold,
assigned or otherwise transferred in violation of this Award Agreement, or to
treat as owner of such shares of stock, or to accord the right to vote as such
owner or to pay dividends to, any person or organization to which any such
Shares shall have been sold, assigned or otherwise transferred, from and after
any sale, assignment or transfer of any Share made in violation of this Award
Agreement. Any transfer in violation of the terms of this Award Agreement shall
be deemed null and void.

         7. Authorized Leave. For purposes hereof, an authorized leave of
absence (authorized by the Company or a Subsidiary to the Grantee in writing)
shall not be deemed a Termination of Service hereunder.

         8. Taxes. The Grantee will be solely responsible for any Federal, state
or local income taxes imposed in connection with the exercise of the Option or
the delivery of Shares incident thereto, and the Grantee authorizes the Company
or any Subsidiary to make any withholding for taxes which the Company deems
necessary or proper in connection therewith, from any amounts due to the Grantee
by the Company. Subject to approval by the Committee, the Grantee may satisfy
such withholding obligations, in whole or in part, by (a) electing to have the
Company withhold otherwise deliverable Shares or (b) delivering to the Company
Shares then owned by Grantee having a Fair Market Value equal to the amount
required to be withheld.

         9. No Conflict. In the event of a conflict between this Award Agreement
and the Plan, the provisions of the Plan shall govern.

         10. Governing Law. This Award shall be governed under the laws of the
State of Delaware.


                                       15

<PAGE>

ILLUMINET HOLDINGS, INC.

BY:
    ----------------------------------------
        Roger H. Moore
        President & CEO

ACKNOWLEDGMENT

The undersigned Grantee acknowledges that he or she understands and agrees to be
bound by each of the terms and conditions of this Award Agreement.




---------------------------------------       ---------------------------------
PRINTED NAME                                  SIGNATURE





                                       16

<PAGE>

                            ILLUMINET HOLDINGS, INC.
                           1997 EQUITY INCENTIVE PLAN

                      DIRECTOR STOCK OPTION AWARD AGREEMENT

         This Stock Option Award Agreement (the "Award Agreement"), made this
_____ day of _______, [Year] evidences the grant, by Illuminet Holdings, Inc.,
(the "Company"), of a stock option to _________________ (the "Grantee") on the
date hereof (the "Date of Grant"). By accepting the Award and executing this
Award Agreement, the Grantee agrees to be bound by the provisions hereof and of
the Illuminet Holdings, Inc. 1997 Equity Incentive Plan (the "Plan").
Capitalized terms not defined herein shall have the same meaning as used in the
Plan.

         1. Shares Optioned and Option Price. The Grantee shall have an option
to purchase ________ shares of the Company's Common Stock, $0.01 par value (the
"Shares"), at an exercise price of $________ for each share (the "Option"),
subject to the terms and conditions of this Award Agreement and of the Plan, the
provisions of which are incorporated herein by this reference. The Option is
not, nor is it intended to be, an Incentive Stock Option as described in section
422 of the Internal Revenue Code of 1986.

         2. Exercise Period. The Option may be exercised, from time to time in
accordance with the following vesting schedule: 1/12 on the last day of each
month beginning with the month in which the Grant Date occurred and ending with
the eleventh consecutive month thereafter. Provided, however, that the Grantee's
right to exercise the Option shall terminate on the earliest to occur of the
following dates:

             (a) the tenth anniversary of the Date of Grant; or
             (b) the first anniversary of the date of the Grantee's death.

         3. Restriction on Exercise. Notwithstanding the foregoing provisions of
paragraph 2 or any other provision of this Award Agreement, the Committee, in
its sole discretion, may, only with respect to any unvested portion of this
Option, reduce the number of Shares subject to the Option or may cancel the
Option in its entirety if the Grantee conducts himself or herself in a manner
that the Committee, in its sole discretion, deems has adversely affected or may
adversely affect the Company. Except as provided in the last sentence of this
paragraph, the Grantee will not be entitled to any remuneration or compensation
whatsoever for the loss of all or a portion of the Grantee's Option if the
number of Shares subject to the Grantee's Option are reduced, or if the
Grantee's Option is canceled in its entirety, pursuant to this paragraph. If at
the time this Option was granted the Grantee and the Company acknowledged in
writing that this Option was being granted in lieu of other specifically
described compensation to the Grantee, then, to the extent that pursuant to this
paragraph the number of Shares subject to this Option is reduced or this Option
is canceled, then, the Company shall pay to the Grantee the proportionate amount
of such forgone compensation represented by the reduced number of Shares or
cancellation of this Option.

         4. Exercise. To the extent that the Option is exercisable hereunder, it
may be exercised in full or in part by the Grantee or, in the event of the
Grantee's death, by the person or persons to whom the Option was transferred by
will or the laws of descent and distribution, by delivering or mailing written
notice of the exercise and full payment of the purchase price to the Secretary
of the Company. The written notice shall be signed by each person entitled to
exercise the Option and shall specify the address and social security number of
each person. If any person other than the Grantee purports to be entitled to
exercise all or any portion of the Option, the written notice shall be
accompanied by proof, satisfactory to the Secretary of the Company, of that
entitlement. The written notice shall be accompanied by full payment in cash
(including personal check), in Shares represented by certificates transferring
ownership to the Company and with an aggregate Fair Market Value equal to the
purchase price on the date the written notice is received by the Secretary, or
in any combination of cash and Shares, provided that payment in full or part by
the transfer of Shares shall be subject to approval by the Committee. Payment
may also be made in such other manner as may be permitted by the Plan at the
time of exercise, subject to approval by the Committee. The written notice will
be effective and the Option shall be deemed exercised to the extent specified in
the notice on the date that the written notice (together with required
accompaniments) is received by the Secretary of the Company at its then
executive offices during regular business hours.

         5. Issue of Shares Upon Exercise. As soon as practicable after receipt
of an effective written notice



                                       17

<PAGE>

of exercise and full payment of the purchase price as provided in paragraph 3,
the Secretary of the Company shall cause ownership of the appropriate number of
Shares to be transferred to the person or persons exercising the Option by
having a certificate or certificates for those Shares registered in the name of
such person or persons and shall have each certificate delivered to the
appropriate person. Notwithstanding the foregoing, if the Company or a
Subsidiary requires reimbursement of any tax required by law to be withheld with
respect to Shares received upon exercise of an Option, the Secretary shall not
transfer ownership of those Shares until the required payment is made.

         6. Transferability of Options. The Grantee may transfer the Option
to(i) the spouse, children, or grandchildren of the Grantee ("Immediate Family
Members"), (ii) a trust or trusts for the exclusive benefits of such Immediate
Family Members, or (iii) a partnership in which such Immediate Family Members
are the only partners, provided that (a) there may be no consideration for any
such transfer and (b) subsequent transfers of the Option shall be prohibited,
except by will or the laws of descent and distribution. Following transfer, the
Option shall continue to be subject to the same terms and conditions as were
applicable immediately prior to transfer, provided that for the purposes of the
Award Agreement, the term "Grantee" shall be deemed to refer to the transferee.
Neither the Committee nor the Company shall have any obligation to provide
notice to a transferee of termination of the Option under the terms of this
Award Agreement.

                  6.1 Transferees of Stockholders. The Company shall not be
required to transfer any Shares on its books which shall have been sold,
assigned or otherwise transferred in violation of this Award Agreement, or to
treat as owner of such shares of stock, or to accord the right to vote as such
owner or to pay dividends to, any person or organization to which any such
Shares shall have been sold, assigned or otherwise transferred, from and after
any sale, assignment or transfer of any Share made in violation of this Award
Agreement. Any transfer in violation of the terms of this Award Agreement shall
be deemed null and void.

         7. Taxes. The Grantee will be solely responsible for any Federal, state
or local income taxes imposed in connection with the exercise of the Option or
the delivery of Shares incident thereto, and the Grantee authorizes the Company
or any Subsidiary to make any withholding for taxes which the Company deems
necessary or proper in connection therewith, from any amounts due to the Grantee
by the Company. Subject to approval by the Committee, the Grantee may satisfy
such withholding obligations, in whole or in part, by (a) electing to have the
Company withhold otherwise deliverable Shares or (b) delivering to the Company
Shares then owned by Grantee having a Fair Market Value equal to the amount
required to be withheld.

         8. No Conflict. In the event of a conflict between this Award Agreement
and the Plan, the provisions of the Plan shall govern.

         9. Governing Law. This Award shall be governed under the laws of the
State of Delaware.

ILLUMINET HOLDINGS, INC.

By:
    ----------------------------------------
Title: President and CEO


ACKNOWLEDGMENT

         The undersigned Grantee acknowledges that he or she understands and
agrees to be bound by each of the terms and conditions of this Award Agreement.


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PRINTED NAME                                         SIGNATURE






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