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                                                                       EXHIBIT A

        WORLD FINANCIAL NETWORK HOLDING CORPORATION AND ITS SUBSIDIARIES STOCK
                   OPTION AND RESTRICTED STOCK PURCHASE PLAN

         Section 1. PURPOSE. The purpose of the World Financial Network
Holding Corporation and its Subsidiaries Stock Option and Restricted Stock
Purchase Plan (the "Plan") is to promote the interests of World Financial
Network Holding Corporation, a Delaware corporation (the "Company"), and any
Subsidiary thereof and the interests of the Company's stockholders by
providing an opportunity to stockholders and selected employees, officers,
directors and other persons performing services for the Company or any
Subsidiary thereof as of the date of the adoption of the Plan or at any time
thereafter to purchase Common Stock of the Company. By encouraging such stock
ownership, the Company seeks to attract, retain and motivate such employees
and other persons and to encourage such employees and other persons to devote
their best efforts to the business and financial success of the Company. It is
intended that this purpose will be effected by the granting of "non-
qualified stock options" and/or "incentive stock options" to acquire the
Common Stock of the Company, and/or by the granting of rights to purchase the
Common Stock of the Company on a "restricted stock" basis. Under the Plan, the
Committee shall have the authority (in its sole discretion) to grant
"incentive stock options" within the meaning of Section 422(b) of the Code,
"non-qualified stock options" as described in Treasury Regulation Section
1.83-7 or any successor regulation thereto, or "restricted stock" awards.

         Section 2. DEFINITIONS. For purposes of the Plan, following terms
used herein shall have the following meanings s a different meaning is
clearly required by the context:

         2.1. "Award" shall mean an award of the right to purchase Common
Stock granted under the  provisions of Section 7 of the Plan.

         2.2 "BOARD OF DIRECTORS" shall mean the Board of Directors of the
Company.

         2.3 "CODE" shall mean the Internal Revenue Code of 1986, as amended.

         2.4. "COMMITTEE" shall mean the committee of the Board Directors
referred to in Section 5 hereof; provided, that if no such committee is
appointed by the Board of Directors, the Board of Directors shall have all of
the authority and obligations of the Committee under the Plan.

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         2.5. "COMMON STOCK" shall mean the Common Stock, $1.00 par value, of
the Company.

         2.6. "EMPLOYEE" shall mean, with respect to an ISO, any person,
including, without limitation, an officer or director of the Company, who, at
the time an ISO is granted to such person hereunder, is employed on a
full-time basis by the Company or any Parent or Subsidiary of the Company.

         2.7. "ELIGIBLE OPTIONEE" shall mean, with respect to a Non-Qualified
Option and/or an Award, any stockholder of the Company, and any person (or
any profit sharing or similar plan established in whole or in part for the
benefit of any such person) employed by, or performing services for, the
Company or any Parent or Subsidiary of the Company including, without
limitation, directors and officers of the Company and employees of any
stockholder of the Company that is performing services for the Company.


         2.8. "ISO" shall mean an option granted to a Participant pursuant to
the Plan that constitutes and shall be treated as an "incentive stock option"
as defined in Section 422(b) of the Code.

         2.9. "NON-QUALIFIED OPTION" shall mean an Option granted to a
Participant pursuant to the Plan that is intended to be, and qualifies as, a
"non-qualified stock option" as described in Treasury Regulation Section
1.83-7 or any successor regulation thereto and that shall not constitute or
be treated as an ISO.

         2.10. "OPTION" shall mean any ISO or Non-Qualified Option granted to
an Employee or Eligible Optionee pursuant to the Plan.

         2.11. "PARTICIPANT" shall mean any Employee or Eligible Optionee to
whom an Award and/or an Option is granted under the Plan.

         2.12. "Parent" of the Company shall have the meaning set forth in
Section 424(e) of the Code.

         2.13. "SUBSIDIARY" of the Company shall have the meaning set forth
in Section 424(f) of the Code.

         Section 3. ELIGIBILITY. Awards and/or Options may be granted to any
Employee or Eligible Optionee. The Committee shall have the sole authority to
select the persons to whom Awards and/or Options are to be granted hereunder,
and to determine whether a person is to be granted a Non-Qualified Option, an
ISO or an Award or any combination thereof. No person shall have any right to
participate in the Plan unless selected


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for participation by the Committee. Any person selected by the Committee for
participation during any one period will not by virtue of such participation
have the right to be selected as a Participant for any other period.

         Section 4. COMMON STOCK SUBJECT TO THE PLAN.

         4.1. NUMBER OF SHARES. The total number of shares of Common Stock
for which options and/or Awards may be granted under the Plan shall not
exceed in the aggregate Eight Million Two Hundred Seventy Thousand
(8,270,000) shares of Common Stock (subject to adjustment as provided in
Section 8 hereof).

         4.2. REISSUANCE. The shares of Common Stock that may be subject to
Options and/or Awards granted under the Plan may be either authorized and
unissued shares or shares reacquired at any time and now or hereafter held as
treasury stock as the Committee may determine. In the event that any
outstanding Option expires or is terminated for any reason, the shares
allocable to the unexercised portion of such Option may again be subject to
an Option and/or Award granted under the Plan. If any shares of Common Stock
issued or sold pursuant to an Award or the exercise of an Option shall have
been repurchased by the Company, then such shares may again be subject to an
Option and/or Award granted under the Plan.


         4.3. SPECIAL ISO LIMITATIONS

         (a) The aggregate fair market value (determined as of the date an
ISO is granted) of the shares of Common Stock with respect to which ISOs are
exercisable for the first time by an Employee during any calendar year (under
all incentive stock option plans of the Company or any Parent or Subsidiary
of the Company) shall not exceed $100,000.


         (b) No ISO shall be granted to an Employee who, at the time the ISO
is granted, owns (actually or constructively under the provisions of Section
424(d) of the Code) stock possessing more than 10% of the total combined
voting power of all classes of stock of the Company or any Parent or
Subsidiary of the Company, unless (i) the option price is at least 110% of
the fair market value (determined as of the time the ISO IS granted) of the
shares of Common Stock subject to the ISO and (ii) the ISO by its terms is
not exercisable more than five years from the date it is granted.


         4.4. LIMITATIONS NOT APPLICABLE TO NON-QUALIFIED OPTIONS OR AWARDS.
Notwithstanding any other provision of the Plan, the provisions of Sections
4.3(a) and (b) shall not apply, nor shall be construed to apply, to any
Non-Qualified Option or Award granted under the Plan.


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         Section 5. ADMINISTRATION OF THE PLAN.

         5.1. ADMINISTRATION. The Plan shall be administered by a committee
of the Board of Directors (the "Committee") established by the Board of
Directors and consisting of no less than three persons. All members of the
Committee shall be "disinterested persons" within the meaning of Rule l6b-3
promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). The Committee shall be appointed from time to time by, and
shall serve at the pleasure of, the Board of Directors.


         5.2. GRANT OF OPTIONS/AWARDS.

         (a) OPTIONS. The Committee shall have the sole authority and
discretion under the Plan (i) to select the Employees and Eligible Optionees
who are to be granted options hereunder; (ii) to designate whether any Option
to be granted hereunder is to be an ISO or a Non-Qualified Option; (iii) to
establish the number of shares of Common Stock that may be subject to each
Option; (iv) to determine the time and the conditions subject to which
Options may be exercised in whole or in part; (v) to determine the amount
(not less than the par value per share) and the form of the consideration
that may be used to purchase shares of Common Stock upon exercise of any
option (including, without limitation, the circumstances under which issued
and outstanding shares of Common Stock owned by a Participant may be used by
the Participant to exercise an Option); (vi) to impose restrictions and/or
conditions with respect to shares of Common Stock acquired upon exercise of
an Option; (vii) to determine the circumstances under which shares of Common
Stock acquired upon exercise of any Option may be subject to repurchase by
the Company; (viii) to determine the circumstances and conditions subject to
which shares acquired upon exercise of an Option may be sold or otherwise
transferred, including, without limitation, the circumstances and conditions
subject to which a proposed sale of shares of Common Stock acquired upon
exercise of an option may be subject to the Company's right of first refusal
(as well as the terms and conditions of any such right of first refusal);
(ix) to establish a vesting provision for any Option relating to the time
when (or the circumstances under which) the Option may be exercised by a
Participant, including, without limitation, vesting provisions that may be
contingent upon (A) the Company's meeting specified financial goals, (B) a
change of control of the Company or (C) the occurrence of other specified
events; (x) to accelerate the time when outstanding options may be exercised,
PROVIDED, however, that any ISOs shall be deemed "accelerated" within the
meaning of Section 424(h) of the Code; and (xi) to establish any other terms,
restrictions and/or conditions applicable to any Option not inconsistent with
the provisions of the Plan.




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Notwithstanding anything in the Plan to the contrary, in no event shall any
Option granted to any director or officer of the Company who is subject to
Section 16 of the Exchange Act become exercisable, in whole or in part, prior
to the date that is six months after the date such Option is granted to such
director or officer.

         (b) AWARDS. The Committee shall have the sole authority and
discretion under the Plan (i) to select the Employees and Eligible Optionees
who are to be granted Awards hereunder; (ii) to determine the amount to be
paid by a Participant to acquire shares of Common Stock pursuant to an Award,
which amount may be equal to, more than, or less than 100% of the fair market
value of such shares on the date the Award is granted (but in no event less
than the par value of such shares); (iii) to determine the time or times and
the conditions subject to which Awards may be made; (iv) to determine the
time or times and the conditions subject to which the shares of Common Stock
subject to an Award are to become vested and no longer subject to repurchase
by the Company; (v) to establish transfer restrictions and the terms and
conditions on which any such transfer restrictions with respect to shares of
Common Stock acquired pursuant to an Award shall lapse; (vi) to establish
vesting provisions with respect to any shares of Common Stock subject to an
Award, including, without limitation, vesting provisions which may be
contingent upon (A) the Company's meeting specified financial goals, (B) a
change of control of the Company or (C) the occurrence of other specified
events; (vii) to determine the circumstances under which shares of Common
Stock acquired pursuant to an Award may be subject to repurchase by the
Company; (viii) to determine the circumstances and conditions subject to
which any shares of Common Stock acquired pursuant to an Award may be sold or
otherwise transferred, including, without limitation, the circumstances and
conditions subject to which a proposed sale of shares of Common Stock
acquired pursuant to an Award may be subject to the Company's right of first
refusal (as well as the terms and conditions of any such right of first
refusal); (ix) to determine the form of consideration that may be used to
purchase shares of Common Stock pursuant to an Award (including, without
limitation, the circumstances under which issued and outstanding shares of
Common Stock owned by a Participant may be used by the Participant to
purchase the Common Stock subject to an Award); (x) to accelerate the time at
which any or all restrictions imposed with respect to any shares of Common
Stock subject to an Award will lapse; and (xi) to establish any other terms,
restrictions and/or conditions applicable to any Award not inconsistent with
the provisions of the Plan. Notwithstanding anything in the Plan to the
contrary, in no event shall any Option granted to any director or officer of
the Company who is subject to Section 16 of the Exchange Act become
exercisable, in whole or in part, prior to the date that is six months after
the date such Option is granted to such director or officer.









         5.3. INTERPRETATION. The Committee shall be authorized to interpret
the Plan and may, from time to time,


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adopt such rules and regulations, not inconsistent with the provisions of the
Plan, as it may deem advisable to carry out the purposes of the Plan.

         5.4. FINALITY. The interpretation and construction by the Committee
of any provision of the Plan, any Option and/or Award granted hereunder or
any agreement evidencing.any such Option and/or Award shall be final and
conclusive upon all parties.


         5.5. EXPENSES, Etc. All expenses and liabilities incurred by the
Committee in the administration of the Plan shall be borne by the Company.
The Committee may employ attorneys, consultants, accountants or other persons
in connection with the administration of the Plan. The Company, and its
officers and directors, shall be entitled to rely upon the advice, opinions
or valuations of any such persons. No member of the Committee shall be liable
for any action, determination or interpretation taken or made in good faith
with respect to the Plan or any Option and/or Award granted hereunder.


         Section 6. TERMS AND CONDITIONS OF OPTIONS.

         6.1. ISOs. The terms and conditions of each ISO granted under the
Plan shall be specified by the Committee and shall be set forth in an ISO
agreement between the Company and the Participant in such form as the
Committee shall approve. The terms and conditions of each ISO shall be such
that each ISO issued hereunder shall constitute and shall be treated as an
"incentive stock option" as defined in Section 422(b) of the Code. The terms
and conditions of any ISO granted hereunder need not be identical to those of
any other ISO granted hereunder.




         The terms and conditions of each ISO shall include the following:

         (a) The option price shall be fixed by the Committee but shall in no
event be less than 100% (or 110%) in the case of an Employee referred to in
Section 4.3(b) hereof) of the fair market value of the shares of Common Stock
subject to the ISO on the date the ISO is granted. For purposes of the Plan,
the fair market value per share of Common Stock as of any day shall mean the
average of the closing prices of sales of shares of Common Stock on all
national securities exchanges on which the Common Stock may at the time be
listed or, if there shall have been no sales on any such day, the average of
the highest bid and lowest asked prices on all such exchanges at the end of
such day, or, if on any day the Common Stock shall not be so listed, the
average of the representative bid and asked prices quoted in the NASDAQ
system as of 3:30 p.m., New York time, on such day, or, if on any day the
Common Stock shall not be quoted in the NASDAQ system,



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the average of the high and low bid and asked prices on such day in the
over-the-counter market as reported by National Quotation Bureau Incorporated,
or any similar successor organization. If at any time the Common Stock is not
listed an any national securities exchange or quoted in the NASDAQ system or the
over-the-counter market, the fair market value of the shares of Common Stock
subject to an Option on the date the ISO is granted shall be the fair market
value thereof determined in good faith by the Board of Directors.

                  (b) ISOS, by their terms, shall not be transferable otherwise
than by will or the laws of descent and distribution, and, during a
Participant's lifetime, an ISO shall be exercisable only by the Participant.

                  (c) The Committee shall fix the term of all ISOs granted
pursuant to the Plan (including, without limitation, the date on which such ISO
shall expire and terminate); PROVIDED, HOWEVER, that such term shall in no event
exceed ten years from the date on which such ISO is granted (or, in the case of
an ISO granted to an Employee referred to in Section 4.3(b) hereof, such term
shall in no event exceed five years from the date on which such ISO is granted).
Each ISO shall be exercisable in such amount or amounts, under such conditions
and at such times or intervals or in such installments as shall be determined by
the Committee in its sole discretion; PROVIDED, however, that in no event shall
any ISO granted to any director or officer of the Company who is subject to
Section 16 of the Exchange Act become exercisable, in whole or in part, prior to
the date that is six months after the date such ISO is granted to such director
or officer.

                  (d) To the extent that the Company or any Parent or Subsidiary
of the Company is required to withhold any Federal, state or local taxes in
respect of any compensation income realized by any Participant as a result of
any "disqualifying disposition" of any shares of Common Stock acquired upon
exercise of an ISO granted hereunder, the Company shall deduct from any payments
of any kind otherwise due to such Participant the aggregate amount of such
Federal, state or local taxes required to be so withheld or, if such payments
are insufficient to satisfy such Federal, state or local taxes, such Participant
will be required to pay to the Company, or make other arrangements satisfactory
to the Company regarding payment to the Company of, the aggregate amount of any
such taxes. All matters with respect to the total amount of taxes to be withheld
in respect of any such compensation income shall be determined by the Board of
Directors, in its sole discretion.


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                  (e) In the sole discretion of the Committee the terms and
conditions of any ISO may include any of the following provisions:

                  (i) In the event that (x) the Company or any Parent or
         Subsidiary of the Company terminates a Participant's employment "for
         cause" or (y) a Participant terminates his employment by such entity
         for any reason whatsoever other than as a result of his death or
         "disability" (within the meaning of Section 22(e)(3) of the Code), the
         unexercised portion of any ISO held by such Participant at that time
         may only be exercised within one month after the date on which the
         Participant ceased to be so employed, and only to the extent that the
         Participant could have otherwise exercised such ISO as of the date on
         which he ceased to be so employed.

                  (ii) In the event a Participant shall cease to be employed by
         the Company or any Parent or Subsidiary of the Company on a full-time
         basis as a result of the termination of such Participant's
         employment.by such entity other than "for cause" or as a result of his
         death or disability (within the meaning of Section 22(e)(3) of the
         Code), the unexercised portion of any ISO held by such Participant at
         that time may only be exercised within three months after the date on
         which the Participant ceased to be so employed, and only to the extent
         that the Participant could have otherwise exercised such ISO as of the
         date on which he ceased to be so employed.

                  (iii) In the event a Participant shall cease to be employed by
         the Company or any Parent or Subsidiary of the Company on a full-time
         basis by reason of his "disability" (within the meaning of Section
         22(e)(3) of the Code), the. unexercised portion of any ISO held by such
         Participant at that time may only be exercised within one year after
         the date on which the Participant ceased to be so employed, and only to
         the extent that the Participant could have otherwise exercised such ISO
         as of the date on which he ceased to be so employed.

                  (iv) in the event a Participant shall die while in the employ
         of the Company or a Parent or Subsidiary of the Company (or within a
         period of one month after ceasing to be an Employee for any reason
         other than his ,disability,, (within the meaning of Section 22(e)(3) of
         the Code) or within'a period of one year after ceasing to be an
         Employee by reason of such "disability"), the unexercised portion of
         any ISO held by such Participant at the time of his death may only be
         exercised within one year after the date of such Participant's death,
         and only to the extent that the


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         Participant could have otherwise exercised such ISO at the time of his
         death. In such event, such ISO may be exercised by the executor or
         administrator of the Participant's estate or by any person or persons
         who shall have acquired the ISO directly from the Participant by
         bequest or inheritance.

                  6.2. NON-OUALIFIED OPTIONS. The terms and conditions of each
Non-Qualified Option granted under the Plan shall be specified by the Committee,
in its sole discretion, and shall be set forth in a written option agreement
between the Company and the Participant in such form as the Committee shall
approve. The terms and conditions of each Non-Qualified Option will be such (and
each Non-Qualified Option Agreement shall expressly so state) that each
Non-Qualified Option issued hereunder shall not constitute nor be treated as an
"incentive stock option" As defined in Section 422(b) of the Code, butwill be a
"non-qualified stock option" for Federal, state and local income tax purposes.
The terms and conditions of any Non-Qualified Option granted hereunder need not
be identical to those of any other Non-Qualified Option granted hereunder.

                 The terms and conditions of each Non-Qualified Option Agreement
shall include the following:

                  (a) The option (exercise) price shall be fixed by the
Committee and may be equal to, more than or less than 100% of the fair market
value of the shares of Common Stock subject to the Non-Qualified Option on the
date such Non-Qualified Option is granted.

                  (b) The Committee shall fix the term of all Non-Qualified
Options granted pursuant to the Plan (including, without limitation, the date on
which such Non-Qualified Option shall expire and terminate). Such term may be
more than ten years from the date on which such Non-Qualified Option is granted.
Each Non-Qualified Option shall be exercisable in such amount or amounts, under
such conditions (including, without limitation, provisions governing the rights
to exercise such Non-Qualified Option), and at such times or intervals or in
such installments as shall be determined by the Committee-in its sole
discretion; PROVIDED, however, that in no event shall any Non- Qualified Option
granted to any director or officer of the Company who is subject to Section 16
of the Exchange Act become exercisable, in whole or in part, prior to the date
that is six months after the date such Non-Qualified option is granted to such
director or officer.

                  (c) Unless the agreement pursuant to which any Non- Qualified
Option is granted shall otherwise provide, no Non-Qualified Option shall be
transferable otherwise than by will or the laws of descent and distribution, and
during a Participant's


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lifetime a Non-Qualified Option shall be exercisable only by the Participant.

                  (d) To the extent that the Company is required to withhold any
Federal, state or local taxes in respect of any compensation income realized by
any Participant in respect of a Non-Qualified Option granted hereunder or in
respect of any shares of Common Stock acquired upon exercise of a Non-Qualified
Option, the Company shall deduct from any payments of any kind otherwise due to
such Participant the aggregate amount of such Federal, state or local taxes
required to be so withheld or, if such payments are insufficient to satisfy such
Federal, state or local taxes, or if no such payments are due or to become due
to such Participant, then, such Participant will be required to pay to the
Company, or make other arrangements satisfactory to the Company regarding
payment to the Company of, the aggregate amount of any such taxes. All matters
with respect to the total amount of taxes to be withheld in respect of any such
compensation income shall be determined by the Board of Directors, in its sole
discretion.

                  7. TERMS AND CONDITIONS OF AWARDS. The terms and conditions of
each Award granted under the Plan shall be specified by the Committee, in its
sole discretion, and shall be set forth in a written agreement between the
Participant and the Company, in such form as the Committee shall approve. The
terms and provisions of any Award granted hereunder need not be identical to
those of any other Award granted hereunder.

                 The terms and conditions of each Award shall include the
following:

                  (a) The amount to be paid by a Participant to acquire the
shares of Common Stock pursuant to an Award shall be fixed by the Committee and
may be equal to, more than or less than 100% of the fair market value of the
shares of Common Stock subject to the Award on the date the Award is granted
(but in no event less than the par value of such shares).

                  (b) Each Award shall contain such vesting provisions, such
transfer restrictions and such other restrictions and conditions as the
Committee, in its sole discretion, may determine, including, without limitation,
the circumstances under which the Company shall have the right and option to
repurchase shares of Common Stock acquired pursuant to an Award.

                  (c) Stock certificates representing Common Stock acquired
pursuant to an Award shall bear a legend referring to any restrictions imposed
on such Stock and such other matters as the Committee may determine.


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                  (d) To the extent that the Company is required to withhold any
Federal, state or local taxes in respect of any compensation income realized by
the Participant in respect of an Award granted hereunder, in respect of any
shares acquired pursuant to an Award, or in respect of the vesting of any such
shares of Common Stock, then the Company shall deduct from any payments of any
kind otherwise due to such Participant the aggregate amount of such Federal,
state or local taxes required to be so withheld, or if such payments are
insufficient to satisfy such Federal, state or local taxes, or if no such
payments are due or to become due to such Participant, then such Participant
will be required to pay to the Company, or make other arrangements satisfactory
to the Company regarding payment to the Company of, the aggregate amount of any
such taxes. All matters with respect to the total amount of taxes to be withheld
in respect of any such compensation income shall be determined by the Committee,
in its sole discretion.

                  Section 8. ADJUSTMENTS. (a) In the event that, after the
adoption of the Plan by the Board of Directors, the outstanding shares of the
Company's Common Stock shall be increased or decreased or changed into or
exchanged for a different number or kind of shares of stock or other securities
of the Company or of another entity through reorganization, merger or
consolidation, recapitalization, reclassification, stock split, split-up,
combination or exchange of shares or declaration of any dividends payable in
Common Stock, the Board of Directors shall appropriately adjust (i) the number
of shares of Common Stock (and the option price per share) subject to the
unexercised portion of any outstanding Option (to the nearest possible full
share); PROVIDED, however, that the limitations of Section 424 of the Code shall
apply with respect to adjustments made to ISOS, (ii) the number of shares of
Common Stock to be acquired pursuant to an Award which have not become vested,
and (iii) the number of shares of Common Stock for which Options and/or Awards
may be granted under the Plan, as set forth in Section 4.1 hereof, and such
adjustments shall be effective and binding for all purposes of the Plan.

                  (b) if any capital reorganization or reclassification of the
capital stock of the Company or any consolidation or merger of the Company with
another entity, or the sale of all or substantially all its assets to another
entity, shall be effected in such a way that holders of Common Stock shall be
entitled to receive stock, securities or assets with respect to or in exchange
for Common Stock, then, subject to Section 8(c) below, each holder of an Option
shall thereafter have the right to purchase, upon the exercise of the Option in
accordance with the terms and conditions specified in the option agreement
governing such Option and in lieu of the shares of Common Stock immediately
theretofore receivable upon the exercise of such Option, such


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shares of stock, securities or assets (including, without limitation, cash) as
may be issued or payable with respect to or in exchange for a number of
outstanding shares of such Common Stock equal to the number of shares of such
Common Stock immediately theretofore so receivable had such reorganization,
reclassification, consolidation, merger or sale not taken place.

                  (c) Notwithstanding Section B(b) hereof (but only if expressly
provided in any option agreement), in the event of (i) any offer to holders of
the Company's Common Stock generally relating to the acquisition of all or
substantially all of their shares, including, without limitation, through
purchase, merger or otherwise, or (ii) any proposed transaction generally
relating to the acquisition of substantially all of the assets or business of
the Company (herein sometimes referred to as an "Acquisition"), the Board of
Directors may, in its sole discretion, cancel any outstanding options (PROVIDED,
however, that the limitations of Section 424 of the Code shall apply with
respect to adjustments made to ISOs) and pay or deliver, or cause to be paid or
delivered, to the holder thereof an amount in cash or securities having a value
(as determined by the Board of Directors acting in good faith) equal to the
product of (A) the number of shares of Common Stock (the "Option Shares") that,
as of the date of the consummation of such Acquisition, the holder of such
Option had become entitled to purchase (and had not purchased) multiplied by (B)
the amount, if any, by which (1) the ,formula or fixed price per share paid to
holders of shares of Common Stock pursuant to such Acquisition exceeds (2) the
option price applicable to such Option Shares.

                 Section 9. EFFECT OF THE PLAN ON EMPLOYMENT RELATIONSHIP.
Neither the Plan nor any Option and/or Award granted hereunder to a Participant
shall be construed as conferring upon such Participant any right to continue in
the employ of (or otherwise provide services to) the Company or any Subsidiary
or Parent thereof, or limit in any respect the right of the Company or any
Subsidiary or Parent thereof to terminate such Participant's employment or other
relationship with the Company or any Subsidiary or Parent, as the case may be,
at any time.

                  Section 10. AMENDMENT OF THE PLAN. The Board of Directors may
amend the Plan from time to time as it deems desirable; PROVIDED, HOWEVER, that
(i) without the approval of the holders of a majority of the outstanding capital
stock of the Company entitled to vote thereon or consent thereto, the Board of
Directors may not amend the Plan (x) to increase (except for increases due to
adjustments in accordance with Section 8 hereof) the aggregate number of shares
of Common Stock for which Options and/or Awards may be granted hereunder, (y) to
decrease the minimum exercise price specified by the Plan in respect of ISOs


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or (z) to change the class of Employees eligible to receive ISOs under the Plan
and (ii) without the approval of the Participant or Participants adversely
effected, the Board of Directors may not amend the Plan in a manner that has an
adverse effect on the vested rights of any Participant under any Award or Option
theretofore granted under the Plan.

                  Section 11. TERMINATION OF THE PLAN. The Board of Directors
may terminate the Plan at any time. Unless the Plan shall theretofore have been
terminated by the Board of Directors, the Plan shall terminate ten years after
the date of its initial adoption by the Board of Directors. No Option and/or
Award may be granted hereunder after termination of the Plan. The termination or
amendment of the Plan shall not alter or impair any rights or obligations under
any Option and/or Award theretofore granted under the Plan.

                 Section 12. EFFECTIVE DATE OF THE PLAN. The Plan shall be
effective as of August 27, 1996, the date on which the Plan was adopted by the
Board of Directors and approved by the stockholders of the Company.

                                    * * * * *


                                       13
<PAGE>

                        Form of Resolution to be Adopted
                          by the Board of Directors of
                        Alliance Data Systems Corporation


          RENAMING OF STOCK OPTION AND RESTRICTED STOCK PURCHASE PLAN

                  RESOLVED that the World Financial Network Holding Corporation
and its Subsidiaries Stock Option and Restricted Stock Purchase Plan (the
"Plan") adopted by World Financial Network Holding Corporation (now known as
"Alliance Data Systems Corporation") be amended to reflect the name change of
the Corporation from "World Financial Network Holding Corporation" to "Alliance
Data Systems Corporation"; and


                 RESOLVED, that in connection with such amendment, the title of
the Plan and the first sentence of Section 1 of the Plan are hereby amended and
restated in their entirety to read as follows:

             "ALLIANCE DATA SYSTEMS CORPORATION AND ITS SUBSIDIARIES
                 STOCK OPTION AND RESTRICTED STOCK PURCHASE PLAN

                  Section 1. PURPOSE. The purpose of the Alliance Data Systems
         Corporation and its Subsidiaries Stock Option and Restricted Stock
         Purchase Plan (the "Plan") is to promote the interests of Alliance Data
         Systems Corporation, a Delaware corporation (the "Company"), and any
         Subsidiary thereof and the interests of the Company's stockholders by
         providing an opportunity to stockholders and selected employees,
         officers, directors and other persons performing services for the
         Company or any Subsidiary thereof as of the date of the adoption of the
         Plan or at any time thereafter to purchase Common Stock of the
         Company."

                 RESOLVED that, except as expressly provided in the preceding
resolutions, nothing herein shall affect or be deemed to affect any provisions
of the Plan, and except only to the extent that they may be varied hereby, all
of the terms of the Plan shall remain unchanged and in full force and effect.


<PAGE>

                                 AMENDMENT NO. 2
                                     TO THE
                        ALLIANCE DATA SYSTEMS CORPORATION
                              AND ITS SUBSIDIARIES
                     STOCK OPTION AND RESTRICTED STOCK PLAN


                  WHEREAS, Alliance Data Systems Corporation (the "Company") has
adopted The Alliance Data Systems Corporation and its Subsidiaries Stock Option
and Restricted Stock Plan (the "Plan"); and

                 WHEREAS, the Company desires to amend the Plan to increase the
number of shares of common stock available for options and awards under the Plan
to 15,000,000 (fifteen million).

                  NOW THEREFORE, the Plan is hereby amended as follows:

                  1. Section 4.1 of the Plan is hereby amended to read as
follows:

                  "NUMBER OF Shares. The total number of shares of Common Stock
                  for which Options and/or Awards may be granted under the Plan
                  shall not exceed in the aggregate fifteen million (15,000,000)
                  shares of Common Stock (subject to adjustment as provided in
                  Section 8 hereof."


<PAGE>

                                 AMENDMENT NO. 3
                                     TO THE
                        ALLIANCE DATA SYSTEMS CORPORATION
                              AND ITS SUBSIDIARIES
                 STOCK OPTION AND RESTRICTED STOCK PURCHASE PLAN

WHEREAS, Alliance Data Systems Corporation (the "Company") has adopted The
Alliance Data Systems Corporation and its Subsidiaries Stock Option and
Restricted Stock Purchase Plan (the "Plan"); and

                  W'HEREAS, the Company desires to amend the Plan to (1) clarify
certain provisions, (2) authorize options and award amendments, (3) modify the
vesting and forfeiture provisions, (4) provide for limited transferability of
options, and (5) provide the Company with a right of first refusal to purchase
option shares.

NOW THEREFORE, the Plan is hereby amended as follows:

1.       Section 5.1 of the Plan is hereby amended to read:

         "5.1 ADMINISTRATION. The Plan shall be administered by one or more
         committees appointed by the Board of Directors (the "Committee"), and
         the individual or individuals who hold the positions Chairman and Chief
         Executive Officer of the Company. Each Committee shall consist of no
         less than three persons. The Board of Directors shall appoint the
         members of the Committee from time to time and may remove any Committee
         member at any time. The Committee may delegate its responsibilities and
         authority under the Plan to another party and any party acting pursuant
         to such a delegation shall be deemed to be the Committee for all
         purposes of the Plan. At least one Committee shall be comprised of
         members of the Board of Directors appointed by the Board of Directors
         (the "Board Committee"). The Board Committee shall be responsible for
         and make all determinations with respect to (i) all matters under the
         Plan pertaining to Participants who are members of the Executive
         Committee of the Company (the "Executive Committee"), and (ii) the
         number of shares available under the Plan for Option and Award grants
         to Participants who are not members of the Executive Committee of the
         Company (the "Pool"). The Chairman and Chief Executive Officer of the
         Company (collectively, the "Executives") shall have the authority, be
         responsible for and make all determinations with respect to all matters
         under the Plan pertaining to Participants who are not members of the
         Executive Committee other than (i) the determination of the number of
         shares of Common Stock available under the Pool, and (ii) the making of
         Plan, Option Agreement and Award Agreement amendments. The Board
         Committee and the Executives shall each be deemed to be the Committee
         for all purposes of the Plan, except as is otherwise provided for
         herein."

<PAGE>

2.   The Plan is hereby amended by adding the following new Section 5.2(c) to
read as follows:

         "(c) TERMINATION OF AWARDS AND OPTIONS. Notwithstanding any provision
         in the Plan to the contrary, each Award and Option granted under the
         Plan shall terminate four weeks following the date on which the
         Participant receives an agreement or document containing the terms and
         conditions of the Option or Award (the "Agreement") unless prior to the
         end of such four week period the Participant executes and returns to
         the Company both the Agreement and the Company's Confidentiality and
         Non-Solicitation Agreement."

3    The Plan is hereby arnended by adding the following new Section 5.2(d):

         "(d) BONA FIDE OFFER TO PURCHASE SHARES. If a Participant shall at any
         time prior to the date on which an underwritten public offering of the
         Company's Common Stock, registered under the Securities Act of 1933, as
         Amended ("Public Offering"), desire to sell all or any of the Common
         Stock acquired by the Participant pursuant to an Option or an Award
         ("Plan Shares") and obtains a bona fide written offer which Participant
         desires to accept (referred to in this Section as the "Offer") to
         purchase all, or a portion of the Participant's Plan Shares the
         Participant shall transmit copies of the Offer to the Company within
         five (5) business days after Participant's receipt of the Offer. Except
         as provided below, prior to a Public Offering a Participant may sell
         Plan Shares only for cash. The Offer shall set forth its date, the
         proposed price per share of Common Stock, the number of shares of
         Common Stock being sold, and the other terms and conditions upon which
         the purchase is proposed to be made, as well as the name and address of
         the prospective purchaser. Transmittal of the Offer to the Company by
         Participant shall constitute an offer by Participant to sell all of the
         Plan Shares which are subject to the Offer to the Company at a price
         equal to the cash consideration plus the fair market value of the
         non-cash considerations specified in the Offer for such Common Stock
         (the "Purchase Price") and upon the other terms set forth in the Offer,
         except as hereinafter provided. For a period of sixty (30) days after
         the submission of the Offer to the Company, the Company shall have the
         option, exercisable by notice to Participant, to accept Participant's
         offer as to all, but not less than all, of the Plan Shares that are the
         subject of the Offer. If the Company does not exercise its option to
         purchase within the specified 60 day period or if the Company waives,
         in writing, the 30 day period, the Purchaser may then, and only then,
         accept the

<PAGE>

         offer from the prospective purchaser. Any sale of Plan Stock which
         occurs without complying with the provisions of this Section 5.2(d) is
         null and void.

5.       The first paragraph of Section 6.1 of the Plan is hereby amended by
         adding the following sentence to the end thereof,

         "If any portion of an Option designated as an ISO is determined for any
         reason not to qualify as an incentive stock option within the meaning
         of Section 422 of the Code, such Option shall be treated as a
         Non-Qualified Option for all purposes under the provisions of the
         Plan."

6.       Subsection 6.I(e)(i) of Plan is hereby amended by adding the following
         to the end of such subsection:

         "Notwithstanding anything herein to the contrary, if the Committee
         determines, after full consideration of the facts presented on behalf
         of the Company and the Participant, that the Participant has been
         engaged in disloyalty to the Company or any of its affiliates,
         including, without limitation, fraud, embezzlement theft, commission of
         a felony or proven dishonesty in the course of his employment or
         service, or has disclosed trade secrets or confidential information of
         the Company or of an affiliate, any unexercised ISO previously granted
         to the Participant shall terminate immediately and the Participant
         shall forfeit all shares of Common Stock for which the Company has not
         yet delivered the share certificates upon refund by the Company of the
         option price. The Company may also withhold delivery of share
         certificates pending the resolution of any inquiry that could lead to a
         finding resulting in a forfeiture."

7.   The Plan is hereby amended to add the following new Section 11 and to
redesignate current Sections 11 and 12 as Sections 12 and 13.

          "Section 11. AMENDMENT OF AN AWARD OR OPTION. Subject to the
     provisions of the Plan, the Committee shall have the right to amend any
   Option or Award issued to a Participant, subject the Participant's consent,
        if such amendment is not favorable to the Participant or if such
     amendment has the effect of changing an ISO to a Non-Qualified Option;
  provided, however, that the consent of the Participant shall not be required
         for any amendment made pursuant to Section 5.2(a)(x) or Section
                                   5.2(b)(x)."

<PAGE>

                                 AMENDMENT NO. 4
                                     TO THE
                        ALLIANCE DATA SYSTEMS CORPORATION
                              AND ITS SUBSIDIARIES
                     STOCK OPTION AND RESTRICTED STOCK PLAN


                  WHEREAS, Alliance Data Systems Corporation (the "Company") has
adopted The Alliance Data Systems Corporation and its Subsidiaries Stock Option
and Restricted Stock Plan (the "Plan"); and

                 WHEREAS, the Company desires to amend the Plan to increase the
number of shares of common stock available for options and awards under the Plan
to 21,500,000 (twenty-one million five hundred thousand).

                  NOW THEREFORE, the Plan is hereby amended as follows:

                  1. Section 4.1 of the Plan is hereby amended to read as
                  follows:

                  "NUMBER OF Shares. The total number of shares of Common Stock
                  for which Options and/or Awards may be granted under the Plan
                  shall not exceed in the aggregate twenty-one million five
                  hundred thousand (21,500,000) shares of Common Stock (subject
                  to adjustment as provided in Section 8 hereof)."


<PAGE>

                                 AMENDMENT NO. 5
                                     TO THE
                        ALLIANCE DATA SYSTEMS CORPORATION
                              AND ITS SUBSIDIARIES
                     STOCK OPTION AND RESTRICTED STOCK PLAN


                  WHEREAS, Alliance Data Systems Corporation (the "Company") has
adopted The Alliance Data Systems Corporation and its Subsidiaries Stock Option
and Restricted Stock Plan (the "Plan"); and

                 WHEREAS, the Company desires to amend the Plan to increase the
number of shares of Common Stock available for Options and Awards under the Plan
to twenty six million seven hundred fifty thousand (26,750,000);

                  NOW THEREFORF,, the Plan is hereby amended as follows:

                  Section 4.1 of the Plan is hereby amended to read as follows:

                           "NUMBER OF SHARES". The total number of shares of
                           Common Stock for which Options and/or Awards may be
                           granted under the Plan shall not exceed the aggregate
                           26.75 million (26,750,000) shares of Common Stock
                           (subject to adjustment as provided in Section 8
                           herein)."


<PAGE>

                                 AMENDMENT NO. 6
                                     TO THE
                        ALLIANCE DATA SYSTEMS CORPORATION
                              AND ITS SUBSIDIARIES
                     STOCK OPTION AND RESTRICTED STOCK PLAN


                  WHEREAS, Alliance Data Systems Corporation (the "Company") has
adopted The Alliance Data Systems Corporation and its Subsidiaries Stock Option
and Restricted Stock Plan (the "Plan"); and

                  WHEREAS, the Company desires to amend the Plan to provide for
limited transferability of Options;

                  NOW THEREFORE, the Plan is hereby amended as follows:

                  Section 6.2(c) of the Plan is hereby amended to read as
follows:

                           Except as otherwise provided in this Section 6.2(c),
                     no Option shall be transferable otherwise than by will
                     or the laws of descent and distribution, and during a
                     Participants lifetime an Option shall be exercisable
                     only by the Participant. Notwithstanding the foregoing,
                     an Option, other than an ISO, shall be transferable
                     pursuant to a "domestic relations order" as defined in
                     the Code or Title I of the Employee Retirement Income
                     Security Act, or the rules thereunder, and also shall be
                     transferable, without payment of consideration, to (a)
                     immediate family members of the holder (i.e, spouse or
                     former spouse, parents, issue including adopted and
                     "step" issue, or siblings), (b) trusts for the benefit
                     of immediate family members, (e) partnerships whose only
                     partners are such family members, and (d) to any
                     transferee permitted by a rule adopted by the Committee
                     in an individual case. Any transferee will be subject to
                     all of the conditions set forth in the Option prior to
                     its transfer."