TELESPECTRUM WORLDWIDE INC.
1996 EQUITY COMPENSATION PLAN
The purpose of the Telespectrum Worldwide Inc. 1996 Equity Compensation Plan (the "Plan") is to provide (i)
designated key employees (including employees who are also officers or directors) of Telespectrum Worldwide
Inc. (the "Company") and its subsidiaries, (ii) independent contractors and consultants who perform valuable
services for the Company or its subsidiaries and (iii) non-employee members of the Board of Directors of the
Company (the "Board") with the opportunity to receive grants of incentive stock options, nonqualified stock
options, stock appreciation rights, restricted stock and performance units. The Company believes that the Plan
will cause the participants to contribute materially to the growth of the Company, thereby benefitting the
Company's shareholders, and will align the economic interests of the participants with those of the shareholders.
Effective May 12, 1999, the Plan is amended and restated to (i) increase the number of shares authorized by the
Plan subject to shareholder approval;
(ii) provide for discretionary grants of non-qualified stock options to non- employee directors in lieu of formula
grants for grants made after September 4, 1998; (iii) expand the types of awards that may be granted for
substituted stock options to include other equity awards such as warrants; (iv) ensure that treatment for qualified
performance-based compensation pursuant to section 162(m) of the Code is available for certain awards under
the Plan; (v) modify the amendment provision of the Plan to reflect current statutory shareholder approval
requirements; and (vi) make other necessary and conforming changes to the Plan.
(a) The Plan shall be administered and interpreted by a committee (the "Committee"), which shall consist of not
less than two persons appointed by the Board. Prior to the Effective Date specified in Section 23(b), the Board
may exercise any power or authority of the Committee under the Pla