<PAGE>
 
                                                                    EXHIBIT 10.5

                             AMENDED AND RESTATED
                           FIRST USA PAYMENTECH, INC.
                                      1996
                               STOCK OPTION PLAN
                               -----------------


          WHEREAS, the First USA Paymentech, Inc. 1996 Stock Option Plan (as
amended by the First Amendment thereto, the "Original Plan") was adopted by the
Board of Directors of First USA Paymentech, Inc., a Delaware corporation (the
"Company") as of February 7, 1996 and approved by the sole stockholder as of
February 7, 1996 and later approved by a majority of the public stockholders,
and

          WHEREAS, the Company believes the Original Plan should be amended due
to the merger of First USA, Inc. and Banc One Corporation, and

          WHEREAS, this Amended and Restated First USA Paymentech, Inc. 1996
Stock Option Plan (the "Plan") incorporates modifications to the Original Plan
to eliminate (i) the participation of officers other than the Company's
officers, and (ii) an acceleration of vesting upon a change in control of First
USA, Inc.

          THEREFORE, the Company agrees as follows:

          1.  Purpose.  The Plan is intended to provide an incentive to officers
              -------                                                           
and key employees of the Company and its direct and indirect subsidiaries, to
remain in such employ and to increase their efforts for the success of the
Company by offering them an opportunity to increase their proprietary interest
in the Company, through the grant of stock options ("Options") to purchase
shares of common stock of the Company, par value $0.01 per share ("Common
Stock").  Consistent with these objectives, the Plan authorizes the granting of
Options to acquire shares of Common Stock pursuant to the terms and conditions
hereinafter set forth.  Pursuant to Section 5 of the Plan, Options shall also be
granted to members of the Company's Board of Directors (the "Board") who are not
employees of the Company, a parent company or their respective direct and
indirect subsidiaries ("Nonemployee Directors").  Options granted pursuant to
the Plan may consist of incentive stock options ("Incentive Stock Options")
(within the meaning of section 422 of the Internal Revenue Code of 1986, as
amended (the "Code")) and Options that are not Incentive Stock Options
("Nonqualified Stock Options").  Each Option shall be designated as an Incentive
Stock Option or as a Nonqualified Stock Option.  To the extent that any Option
intended to be an Incentive Stock Option does not qualify as such, it shall
constitute a separate Nonqualified Stock Option.

          The Plan is intended to satisfy the requirements of Rule 16b-3 ("Rule
16b-3") promulgated under Section 16 of the Securities Exchange Act of 1934, as
from time to time amended (the "Exchange Act"), and section 162(m) of the Code,
and shall be interpreted in a manner consistent with the requirements thereof.
<PAGE>
 
     2.   Eligibility; Administration of the Plan.
          --------------------------------------- 

          (a) Eligibility.  Options may be granted to selected officers and key
              -----------                                                      
     employees of the Company or its respective direct and indirect
     subsidiaries.  In determining the persons to whom Options shall be granted,
     the Committee (as defined below) shall take into account such factors as
     the Committee shall deem relevant in connection with accomplishing the
     purposes of the Plan.

          (b) Members of the Committee.  Except as provided in Section 2(d)
              ------------------------                                     
     below, the Plan shall be administered by a committee (the "Committee")
     appointed by the Board.  The Committee shall consist solely of members of
     the Board and shall have at least two members, each of whom shall be a
     "disinterested person" within the meaning of Rule 16b-3 and an "outside
     director" within the meaning of section 162(m) of the Code.  Members of the
     Committee shall serve at the discretion of the Board.

          (c) Authority of the Committee.  The Committee shall determine which
              --------------------------                                      
     officers and key employees of the Company or its respective direct and
     indirect subsidiaries shall receive Options and the terms and conditions
     thereof.  The Committee shall adopt such rules as it may deem appropriate
     in order to carry out the purpose of the Plan.  All questions of
     interpretation, administration and application of the Plan shall be
     determined by a majority of the members of the Committee then in office,
     except that the Committee may authorize any one or more of its members, or
     any officer of the Company, to execute and deliver documents on behalf of
     the Committee.  The determination of such majority shall be final and
     binding in all matters relating to the Plan.  No member of the Committee
     shall be liable for any act done or omitted to be done by such member or by
     any other member of the Committee in connection with the Plan, except for
     such member's own willful misconduct or as expressly provided by statute.

          (d) Delegated Authority.  The Board may, at its discretion, authorize
              -------------------                                              
     the Chief Executive Officer or President of the Company to grant Options to
     employees of the Company pursuant to the Plan, with such restrictions on
     such authority as the Board deems appropriate in its discretion.  The Board
     may, at anytime, terminate such authority, provided, however, that any
     Options granted prior to such termination shall remain in effect in
     accordance with the terms of the respective Option agreement and the Plan.

     3.   Stock Reserved for the Plan.  The shares subject to the Plan shall
          ---------------------------                                       
consist of 4,000,000 shares of Common Stock, subject to adjustment pursuant to
Section 4(h) hereof, which may be either authorized but unissued shares or
previously issued shares reacquired and held by the Company.  If any outstanding
Option under the Plan for any reason expires or is canceled or otherwise
terminated without having been exercised in full, the shares of Common Stock
allocable to the unexercised portion of such Option 

                                      -2-
<PAGE>
 
shall (unless the Plan shall have been terminated) become available for
subsequent grants of Options under the Plan.

     4.   Terms and Conditions of Options.  Each Option granted pursuant to the
          -------------------------------                                      
Plan shall be evidenced by a written agreement (the "Option Agreement") between
the Company and the person to whom such Option is awarded (the "Optionee"),
which Option Agreement shall comply with and be subject to the following terms
and conditions, except as otherwise determined by the Committee:

          (a) Number of Shares.  Each Option Agreement shall state the number of
              ----------------                                                  
     shares of Common Stock to which the Option relates.  No Optionee shall be
     granted an Option or Options for more than 250,000 shares of Common Stock
     during any fiscal year of the Company.  In the event that the aggregate
     Fair Market Value (determined as of the date the Option is granted) of the
     shares of Common Stock with respect to which Incentive Stock Options
     granted under this Plan and all other options plans of the Company, and its
     respective direct and indirect subsidiaries become exercisable for the
     first time by an Optionee during any calendar year exceeds $100,000,
     Options granted in excess of such limit shall constitute Nonqualified Stock
     Options for all purposes.  The "Fair Market Value" of a share of Common
     Stock shall mean (i) if the shares of Common Stock are then traded on an
     over-the-counter market, the average of the closing bid and asked prices
     for the shares of Common Stock in such over-the-counter market for the last
     preceding date on which there was a sale of such Common Stock in such
     market, (ii) if the shares of Common Stock are then listed on a national
     securities exchange, the closing sales price per share for the last
     preceding date on which there was a sale of such Common Stock on such
     exchange, or (iii) if the shares of Common Stock are not then traded in an
     over-the-counter market or listed on a national securities exchange, such
     value as the Committee in its discretion may determine.

          (b) Option Price.  Each Option Agreement shall state the exercise
              ------------                                                 
     price per share of Common Stock (the "Option Price"), which shall be not
     less than one hundred percent (100%) of the Fair Market Value of the shares
     of Common Stock on the date of grant of the Option; provided, however, that
     if an Incentive Stock Option is granted to a person owning shares of the
     Company possessing more than 10% of the total combined voting power of all
     classes of shares of the Company as defined in section 422 of the Code (a
     "10% Shareholder"), the Option Price shall equal 110% of the Fair Market
     Value of the Common Stock at the time of grant.  The Option Price shall be
     subject to adjustment as provided in Section 4(h) hereof.

          (c) Payment of Option Price; Withholding.
              ------------------------------------ 

               (i) Shares of Common Stock shall be issued to the Optionee upon
          payment in full either in cash (including through a Loan) or by an

                                      -3-
<PAGE>
 
          exchange of shares of Common Stock of the Company previously owned by
          the Optionee, or a combination of cash and shares, in an amount or
          having a combined value equal to the aggregate Option Price for the
          shares subject to the Option or portion thereof being exercised.  The
          value of the  previously owned shares of Common Stock exchanged in
          full or partial payment for the shares purchased upon the exercise of
          an Option shall be equal to the aggregate Fair Market Value of such
          shares on the date of the exercise of such Option.  The Optionee shall
          be entitled to elect to pay all or a portion of the aggregate purchase
          price by having shares of Common Stock having a Fair Market Value on
          the date of exercise equal to the aggregate Option Price withheld by
          the Company or sold by a broker-dealer under circumstances meeting the
          requirements of 12 C.F.R. (S)220.

               (ii) The Company may defer making payment or delivery of any
          benefits under the Plan until satisfactory arrangements have been made
          for the payment of any tax attributable to any amounts payable on
          shares deliverable under the Plan.  To the extent authorized by the
          Committee, the Optionee shall be entitled to elect to pay all or a
          portion of all taxes arising in connection with the exercise of an
          Option by electing to (A) have the Company withhold shares of Common
          Stock, or (B) deliver other shares of Common Stock previously owned by
          the Optionee having a Fair Market Value equal to the amount to be
          withheld; provided, however, that the amount to be withheld shall not
                    --------  -------                                          
          exceed the Optionee's estimated total federal, state and local tax
          obligations associated with the transaction.  The Fair Market Value of
          fractional shares remaining after payment of the withholding taxes
          shall be paid to the Optionee in cash.  Such election by an Optionee
          who is subject to the reporting requirements of Section 16(a) of the
          Exchange Act shall be made in accordance with the requirements of Rule
          16b-3 and, to the extent necessary to comply with the requirements of
          Rule 16b-3 as from time to time in effect, shall not be permitted in
          respect of an exercise of an Option that occurs within six months of
          its grant.

          (d) Term and Exercise of Options.  Options shall be exercisable over
              ----------------------------                                    
     the exercise period as and at the times and upon the conditions that the
     Committee may determine, as reflected in the Option Agreement; provided,
                                                                    -------- 
     however, that, under circumstances other than  those set forth in Section
     -------                                                                  
     4(h)(iii) hereof, the Committee shall have the authority to accelerate the
     exercisability of any outstanding Option at such time and under such
     circumstances as it, in its sole discretion, deems appropriate; and further
                                                                         -------
     provided, however, that such  exercise period shall not exceed ten (10)
     --------  -------                                                      
     years from the date of grant of such Option; and further provided, however,
     that an Incentive Stock Option granted to a 10% Shareholder shall have a
     term not exceeding five years from the date of grant.  The exercise period
     shall be subject to earlier termination as provided in Sections 4(e) and
     4(f) hereof.  An Option may be exercised, as to any or all full shares of

                                      -4-
<PAGE>
 
     Common Stock as to which the Option has become exercisable, by giving
     written notice of such exercise to the Committee or to such individual as
     the Committee may from time to time designate.

          (e) Termination.  Except as provided in this Section 4(e) and in
              -----------                                                 
     Section 4(f) hereof, an Option may not be exercised unless the Optionee is
     then in the employ of the Company, or one of its respective direct or
     indirect subsidiaries, and unless the Optionee has remained continuously so
     employed since the date of grant of the Option.  In the event that the
     employment of an Optionee shall terminate (other than by reason of death or
     disability), all Options of such Optionee that are exercisable at the time
     of such termination may, unless earlier terminated in accordance with their
     terms, be exercised within three (3) months after such termination;
     provided, however, that if the employment of an Optionee shall terminate
     --------  -------                                                       
     for cause (as determined by the Committee), all Options theretofore granted
     to such Optionee shall, to the extent not theretofore exercised, terminate
     forthwith.  Nothing in the Plan or in any Option granted pursuant hereto
     shall confer upon an individual any right to continue in the employ of the
     Company, or its respective direct or indirect subsidiaries or interfere in
     any way with the right of the Company, or direct or indirect subsidiaries
     to terminate such employment.

          (f) Death, Disability or Retirement of Optionee.  If an Optionee shall
              -------------------------------------------                       
     die while employed by the Company or one of its direct or indirect
     subsidiaries, or if the Optionee's employment shall terminate by reason of
     disability, all Options theretofore granted to such Optionee shall fully
     vest and be 100% exercisable and may, unless earlier terminated in
     accordance with their terms, be exercised by the Optionee or by the
     Optionee's estate or by a person who acquired the right to exercise such
     Option by bequest or inheritance or otherwise by reason of the death or
     disability of the Optionee, at any time within six (6) months (or such
     longer period as may be determined by the Committee in its sole discretion)
     after the date of death or disability of the Optionee.  If Optionee
     terminates employment with the Company or one of its subsidiaries, by
     reason of Retirement (as defined below), then the Committee, in its
     discretion, may determine whether or not the Option will vest in part or
     whole, and any additional terms applicable to such vesting.  "Retirement"
     shall mean such circumstances determined as retirement in the sole
     discretion of the Committee.  If an Optionee shall die within three (3)
     months after the termination of such Optionee's employment, other than for
     cause (as determined by the Committee), all Options theretofore granted to
     such Optionee (to the extent such Options were exercisable at the time of
     death) may, unless earlier terminated in accordance with their terms, be
     exercised by the Optionee's estate or by a person who acquired the right to
     exercise such Option by bequest or inheritance or otherwise by reason of
     the death of the Optionee, at any time within six (6) months (or such
     longer period as may be determined by the Committee in its sole discretion)
     after the date of death of the Optionee.

                                      -5-
<PAGE>
 
          (g) Transferability of Options.  Options granted under the Plan shall
              --------------------------                                       
     not be transferable except (i) by will or by the laws of descent and
     distribution, or (ii) as specifically provided in this Section 4(g).  Any
     Option Agreement may be amended to provide for transferability of Options,
     provided that such amendment must be approved by the Committee.  Any Option
     not granted pursuant to an Option Agreement expressly permitting its
     transfer or amended expressly to permit its transfer shall not be
     transferable.  Options may be exercised, during the lifetime of the
     Optionee, only by the Optionee or by his guardian or legal representative
     or his transferee as permitted under this Section 4(g).

          (h)  Effect of Certain Changes.
               ------------------------- 

               (i)   If there is any change in the number or class of shares of
          Common Stock through the declaration of stock or cash dividends, or a
          recapitalization resulting in stock splits, or combinations or
          exchanges of such shares, the number or class of shares of Common
          Stock available for Options, the number or class of such shares
          covered by outstanding Options, and the price per share of such
          Options may be proportionately adjusted by the Committee in its sole
          discretion to reflect any such change in the number or class of issued
          shares of Common Stock; provided, however, that any fractional shares
                                  --------  -------                            
          resulting from any such adjustment shall be eliminated.  In the event
          of any other extraordinary corporate transaction, including but not
          limited to distributions of cash or other property to the Company's
          shareholders, the Committee may equitably adjust outstanding Options
          as it deems appropriate in its sole discretion.

               (ii)  In the event of the proposed dissolution or liquidation of
          the Company, in the event of any corporate separation or division,
          including, but not limited to, split-up, split-off or spin-off, or in
          the event of a merger or consolidation of the Company with another
          corporation, the Committee may provide that the holder of each Option
          then exercisable shall have the right to exercise such Option (at its
          then aggregate Option Price) solely for the kind and amount of shares
          of stock and other securities, property, cash or any combination
          thereof receivable upon such dissolution, liquidation, or corporate
          separation or division, or merger or consolidation by a holder of the
          number of shares of Common Stock for which such Option might have been
          exercised immediately prior to such dissolution, liquidation, or
          corporate separation or division, or merger or consolidation.

               (iii) If while unexercised Options remain outstanding under the
          Plan --

                     (A) any Person (as defined in this clause A) is or becomes
               the beneficial owner (as defined in Rule 13d-3 of the 

                                      -6-
<PAGE>
 
               Exchange Act), directly or indirectly, of securities of the
               Company (not including in the securities beneficially owned by
               such Person any securities acquired directly from the Company or
               any of its affiliates) representing 25% or more of the combined
               voting power of the Company's then outstanding voting securities.
               For purposes of this Plan, "Person" shall mean any person (as
               defined in Section 3(a)(9) of the Securities Exchange Act), as
               such term is modified in Sections 13(d) and 14(d) of the Exchange
               Act) other than (1) any employee plan established by the Company,
               (2) the Company or any of its affiliates (as defined in Rule 12b-
               2 promulgated under the Exchange Act), (3) an underwriter
               temporarily holding securities pursuant to an offering of such
               securities, and (4) a corporation owned, directly or indirectly,
               by stockholders of the Company in substantially the same
               proportions as their ownership of the Company; or

                    (B) during any period of up to two consecutive years (not
               including any period prior to the date hereof), individuals who
               at the beginning of such period and any new director (other than
               a director whose initial assumption of office is in connection
               with an actual or threatened election contest relating to the
               election of directors of the Company) whose appointment or
               election by the respective Board of Directors or nomination for
               election by the Company's stockholders was approved by a vote of
               at least two-thirds (2/3) of the applicable directors then still
               in office who either were directors at the beginning of such
               period or whose appointment, election or nomination for election
               was previously so approved, cease for any reason to constitute a
               majority thereof; or

                    (C) there is consummated a merger or consolidation of the
               Company with any other corporation or the stockholders of the
               Company approve the issuance of voting securities of the Company
               in connection with a merger or consolidation of the Company (or
               any direct or indirect subsidiary of the Company) pursuant to
               applicable stock exchange requirements, other than (i) a merger
               or consolidation which would result in the voting securities of
               the Company outstanding immediately prior to such merger or
               consolidation continuing to represent (either by remaining
               outstanding or by being converted into voting securities of the
               surviving entity or any parent thereof), in combination with the
               ownership of any trustee or other fiduciary holding securities
               under an employee benefit plan of the Company, at least 75% of
               the combined voting power of the voting securities of the Company
               or such surviving entity or any parent thereof outstanding
               immediately after such merger or consolidation, or (ii) 

                                      -7-
<PAGE>
 
               a merger or consolidation effected to implement a
               recapitalization of the Company (or similar transaction) in which
               no Person is or becomes the beneficial owner, directly or
               indirectly, of securities of the Company (not including in the
               securities beneficially owned by such Person, any securities
               acquired directly from the Company or its subsidiaries other than
               in connection with the acquisition by the Company or its
               subsidiaries of a business) representing 25% or more of either
               the then outstanding shares of common stock of the Company or the
               combined voting power of the Company's then outstanding
               securities; or

                    (D) the stockholders of the Company approve a plan of
               complete liquidation or dissolution of the Company or there is
               consummated an agreement for the sale or disposition by the
               Company of all or substantially all of the Company's assets,
               other than a sale or disposition by the Company of all or
               substantially all of the Company's assets to an entity, at least
               75% of the combined voting power of which are owned by Persons in
               substantially the same proportions as their ownership of the
               Company immediately prior to such sale;

          then from and after the date on which the acquisition of such
          percentage shall have been made or the date on which the change in the
          composition of the Board of Directors set forth above shall have
          occurred or the date of such consummation or approval, whichever is
          applicable (the applicable date being referred to hereinafter as the
          "Acceleration Date"), all then outstanding Options shall be
          exercisable in full, whether or not otherwise exercisable.  Following
          the Acceleration Date, the Committee shall, in the case of a merger,
          consolidation or sale or disposition of assets, promptly make an
          appropriate adjustment to the number and class of shares of Common
          Stock available for Options, and to the amount and kind of shares of
          other securities or property receivable upon exercise of any
          outstanding Options after the effective date of such transaction, and
          the price thereof

               (iv) In the event of a change in the Common Stock of the Company
          as presently constituted, which is limited to a change of all of its
          authorized shares with par value into the same number of shares with a
          different par value or without par value, the shares resulting from
          any such change shall be deemed to be the Common Stock within the
          meaning of the Plan.

               (v)  To the extent that the foregoing adjustments relate to stock
          or securities of the Company, such adjustments shall be made by the

                                      -8-
<PAGE>
 
          Committee, whose determination in that respect shall be final, binding
          and conclusive.

              (vi) Except as expressly provided in this Section 4(h), the
          Optionee shall have no rights by reason of any subdivision or
          consolidation of shares of stock of any class or the payment of any
          stock dividend or any other increase or decrease in the number shares
          of stock of any class or by reason of any dissolution, liquidation,
          merger, or consolidation or spin-off of assets or stock of another
          corporation; and any issuance by the Company of shares of stock of any
          class, or securities convertible into shares of stock of any class,
          shall not affect, and no adjustment by reason thereof shall be made
          with respect to, the number or price of shares of Common Stock subject
          to the Option.  The grant of an Option pursuant to the Plan shall not
          affect in any way the right or power of the Company to make
          adjustments, reclassifications, reorganizations or changes of its
          capital or business structures or to merge or to consolidate or to
          dissolve, liquidate or sell, or transfer all or part of its business
          or assets.

          (i) Rights as a stockholder.  An Optionee or a transferee of an Option
              -----------------------                                           
     shall have no rights as a stockholder with respect to any shares covered by
     the Option until the date of the issuance of a stock certificate to him or
     her for such shares.  No adjustment shall be made for dividends (ordinary
     or extraordinary, whether in cash, securities or other property) or the
     distribution of other rights for which the record date is prior to the date
     of such stock certificate is issued, except as provided in Section 4(h)
     hereof.

          (j) Other Provisions.  The Option Agreements authorized under the
              ----------------                                             
     Plan shall contain such other provisions not inconsistent with this Plan
     including, without limitation, the imposition of restrictions upon the
     exercise of an Option, as the Committee shall deem advisable.

     5.   Nonemployee Director Options.  Notwithstanding any of the other
          ----------------------------                                   
provisions of the Plan to the contrary, the provisions of this Section 5 shall
apply only to grants of Options to Nonemployee Directors.  Except as set forth
in this Section 5, the other provisions of the plan shall apply to grants of
Options to Nonemployee Directors to the extent not inconsistent with this
Section 5.  For purposes of interpreting Section 4(e) hereof, a Nonemployee
Director's service as a member of the Board shall be deemed to be employment
with the Company.

          (a) General.  Nonemployee Directors shall receive Options in
              -------                                                 
     accordance with this Section 5 and may not be granted or other awards under
     this Plan.  The Option Price per share of Common Stock purchasable under
     Options granted to Nonemployee Directors shall be the Fair Market Value of
     a share on 

                                      -9-
<PAGE>
 
     the date of grant. No Option Agreement with any Nonemployee Director may
     alter the provisions of this Section 5.

          (b) Automatic Grants.  An Option to purchase 5,000 shares of Common
              ----------------                                               
     Stock shall be granted automatically, without action by the Committee, on
     the date following the date on which a new Nonemployee Director shall be
     elected or appointed, to such new Nonemployee Director.  On the date
     following each annual meeting of stockholders, each Nonemployee Director
     (other than a Nonemployee Director who is first elected at such annual
     meeting) shall be granted automatically, without action by the Committee,
     an Option to purchase 2,500 shares of Common Stock.

          (c) Exercisability.  Each Option shall be fully exercisable on the
              --------------                                                
     date the Option is granted.

          (d) Duration.  Each Option granted to a Nonemployee Director shall
              --------                                                      
     expire on the first to occur of (i) the tenth anniversary of the date of
     grant of the Option, and (ii) ninety days following the Nonemployee
     Director's termination of service as a member of the Board other than for
     cause.  The Committee may not provide for an extended exercise period
     beyond the periods set forth in this Section 5.

     6.   Interpretation.  The Plan is designed and intended to comply with Rule
          --------------                                                        
16b-3 and, to the extent applicable, with section 162(m) of the Code, and all
provisions hereof shall be construed in a manner to so comply.

     7.   Term of Plan.  Options may be granted pursuant to the Plan from time
          ------------                                                        
to time within a period of ten (10) years from the date the Plan is adopted by
the Board, or the date the Plan is approved by the stockholders of the Company,
whichever is earlier.

     8.   Amendment.  The Board may at the time and from time to time alter,
          ---------                                                         
amend, suspend, or terminate the Plan in whole or in part; provided, however,
                                                           --------  ------- 
that no amendment which requires shareholder approval under applicable law or in
order for the exemptions available under Rule 16b-3 to be applicable to the Plan
and the Optionees or to preserve under section 162(m) of the Code the
deductibility by the Company of compensation related hereto, shall be effective
unless the same shall be approved by the stockholders of the Company entitled to
vote thereon on or before the effective date of the amendment.  Such approval
shall be obtained in such manner as is required by the Company's Certificate of
Incorporation, its By-Laws, and the laws of the State of Delaware as in effect
at the time of such approval.  Notwithstanding the foregoing, no amendment shall
affect adversely any of the rights or obligations of any Optionee, without such
Optionee's consent, under any Option theretofore granted under the Plan.

     9.   Effectiveness.  This Plan shall become effective as of the
          -------------                                             
consummation of the merger of First USA, Inc. and Banc One Corporation and shall
govern all Options 

                                      -10-
<PAGE>
 
granted after the date thereof. All Options granted prior to the date thereof
shall be governed by the terms of the Original Plan. In the event there is no
merger of First USA, Inc. and Banc One Corporation prior to December 31, 1997,
then this Plan shall be void and the Original Plan shall continue in full force
and effect.

     10.  Headings.  The headings of sections and subsections herein are
          --------                                                      
included solely for convenience of reference and shall not affect the meaning of
any of the provisions of the Plan.

     11.  Governing Law.  This Plan and all rights hereunder shall be construed
          -------------                                                        
in accordance with and governed by the laws of the State of Delaware.

     This Amended and Restated Plan has been adopted by the Board effective as
of April 23, 1997.

                                      -11-