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                                                                    Exhibit 10.8
 
                              REVISED AND RESTATED
                              BANC ONE CORPORATION
                           1989 STOCK INCENTIVE PLAN

SECTION  1.    Establishment, Purpose, and Effective Date of Plan

         1.1  Establishment.  BANC ONE CORPORATION, a Delaware corporation,
(the "Corporation") hereby establishes the "1989 STOCK INCENTIVE PLAN" (the
"Plan") for key employees of the Corporation and its subsidiaries and for
directors of the Corporation who are not employees of the Corporation or any of
its subsidiaries.  The Plan permits the grant of Director Stock Options to such
directors and the grant of Stock-Options, Stock Appreciation Rights, Restricted
Stock Awards, Performance Shares, and Performance Awards to such employees.

         1.2  Purpose.  The purpose of the Plan is to advance the interests of
the Corporation by encouraging and providing for the acquisition of an equity
interest in the Corporation by directors of the Corporation and key employees
of the Corporation and its subsidiaries and by enabling the Corporation to
attract and retain the services of such directors and key employees upon whose
judgment, interest, and special effort the successful conduct of its operations
is largely dependent.

         1.3  Effective Date.  The Plan shall become effective as of January
18, 1989, the date of its adoption by the Board of Directors of the
Corporation, subject to ratification by the shareholders of the Corporation
within twelve months of the adoption date.


SECTION  2.    Definitions

         2.1  Definitions.  Whenever used herein, the following terms shall
have their respective meanings set forth below:

         (a)  "Award" means any Option, Stock Appreciation Right, Restricted
Stock Awards, Performance Share, or Performance Award.

         (b)  "Board" means the Board of Directors of the Corporation.

         (c)  "Code" means the Internal Revenue Code of 1986, as amended.

         (d)  "Committee" means the Committee of the Corporation's Board of
Directors which shall consist of two or more non- employee directors,  within
the meaning set forth in Rule 16b-3 of the Securities Exchange Act of 1934,
appointed by the Board.

         (e)  "Corporation" means BANC ONE CORPORATION, a bank holding company
under the Bank Holding Company Act of 1956 headquartered in Columbus, Ohio.

         (f)  "Disability" means disability as determined by the Committee.

         (g)  "Director Stock Option" means an Option granted to an Eligible
Director.  Each Director Stock Option shall be a nonqualified stock option
whose grant is not intended to fall under the provisions of Section 422A of the
Code.

         (h)  "Eligible Director" means any statutory director of the
Corporation who is not an employee of the Corporation or any of its
subsidiaries.





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         (i) "Fair Market Value" means the closing price of the Stock as
reported by the New York Stock Exchange on a particular date.  In the event
that there are no Stock transactions on such date, the Fair Market Value shall
be determined as of the immediately preceding date on which there were Stock
transactions.

         (j) "Option" means the right to purchase Stock at a stated price for a
specified period of time.  For purposes of the Plan an Option, other than a
Director Stock Option, may be either (i) an incentive stock option within the
meaning of Section 422A of the Code or (ii) a nonqualified stock option whose
grant is intended not to fall under the provisions of Section 422A.

         (k) "Option Agreement" means an agreement entered into between the
Corporation and an employee or an Eligible Director in the form prescribed by
the Committee.

         (l) "Option Price" means the price at which each share of Stock
subject to an Option may be purchased, determined in accordance with Section
8.4 herein.

         (m) "Participant" means any individual, other than an Eligible
Director, designated by the Committee to participate in the Plan pursuant to
Section 3.1 herein.

         (n) "Period of Restriction" means the period during which the transfer
of shares of Restricted Stock and/or Performance Shares is restricted pursuant
to Section 10 and/or Section 11 of the Plan.

         (o) "Performance Awards" means awards of cash granted to a Participant
pursuant to Section 12 of the Plan.

         (p) "Performance Objective" shall mean the performance measure(s) and
the achievement goals of the Corporation or one or more of its subsidiaries set
by the Committee.

         (q) "Performance Period" shall mean two or more successive fiscal
years of the Corporation with respect to which a Performance Share or
Performance Award may be earned pursuant to this Plan.  Performance Periods
shall begin with the first day of the fiscal year in which a Performance Share
or Performance Award is granted.  The length of a Performance Period shall be
at the discretion of the Committee.  For each Performance Share and Performance
Award, no more than one Performance Period shall begin in any one fiscal year
of the Corporation.

         (r) "Performance Shares" means Stock granted to a Participant pursuant
to Section 11 of the Plan.  Each Performance Share shall be the equivalent of
one share of Stock.

         (s) "Restricted Stock" means Stock granted to a Participant pursuant
to Section 10 of the Plan.

         (t) "Restricted Stock Agreement" means an agreement entered into
between the Corporation and the Employee in the form prescribed by the
Committee.

         (u) "Retirement," "Normal Retirement," and "Early Retirement" means
termination of employment as defined in the BANC ONE CORPORATION Retirement
Plan.

         (v) "Stock" means the common stock of the Corporation, without par
value.

         (w) "Stock Appreciation Right" and "SAR" means the right to receive a
cash payment from the Corporation equal to the excess of the Fair Market Value
of a share of Stock at the date of exercise over a specified price fixed by the
Committee which shall not be less than 100% of the Fair Market Value of the
Stock on the date of grant.  In the case of a Stock Appreciation Right which is
granted in conjunction with an Option, the specified price shall be the Option
exercise price.





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         2.2  Gender and Number.  Except when otherwise indicated by the
context, words in the masculine gender when used in the Plan shall include the
feminine gender, the singular shall include the plural, and the plural shall
include the singular.


SECTION  3.    Eligibility and Participation

         3.1  Eligibility and Participation.  Participants in the Plan shall be
selected by the Committee from among those employees of the Corporation and its
subsidiaries who are recommended for participation by the Chief Executive
Officer of the Corporation and who, in the opinion of the Committee, are in a
position to contribute materially to the Corporation's continued growth,
development, and long-term financial success.  Persons serving on the Committee
shall not be eligible to be a Participant.

         3.2  Eligible Directors.  Eligible Directors are entitled to
participate in the Plan solely with respect to the grant of Director Stock
Options and may not receive any other Award under the Plan.  The selection of
Eligible Directors is not subject to the discretion of the Committee.  Persons
serving on the Committee who are Eligible Directors may receive grants of
Director Stock Options.


SECTION  4.     Administration

         4.1  Administration.  The Committee shall be responsible for the
administration of the Plan.  The Committee, by majority action thereof, is
authorized to interpret the Plan, to prescribe, amend, and rescind rules and
regulations relating to the Plan, to provide for conditions and assurances
deemed necessary or advisable to protect the interests of the Corporation, and
to make all other determinations necessary or advisable for the administration
of the Plan, but only to the extent not contrary to the explicit provisions of
the Plan.  Determinations, interpretations, or other actions made or taken by
the Committee pursuant to the provisions of the Plan shall be final and binding
and conclusive for all purposes and upon all persons whomsoever.


SECTION  5.    Stock Subject to Plan

         5.1  Number.  The total number of shares of Stock subject to issuance
under the Plan may not exceed six million three hundred thousand (6,300,000)
subject to adjustment upon occurrence of any of the events indicated in
Subsection 5.3.  Of this total number, up to six million (6,000,000) shares of
Stock may be granted in Restricted Stock or in common stock as a payout medium
to Participants under the Plan and up to three hundred thousand (300,000)
shares may be issued pursuant to the exercise of Director Stock Options.  The
shares to be delivered under the Plan may consist, in whole or in part, of
authorized but unissued Stock or issued stock reacquired and held as treasury
Stock not reserved for any other purpose.

         5.2  Unused Stock.  In the event any shares of Stock that are subject
to an Option which, for any reason, expires or is terminated unexercised as to
such shares, or any shares of  Stock subject to a Restricted Stock or
Performance Share grant made under the Plan are reacquired by the Corporation
pursuant to the Plan, such shares again shall become available for issuance
under the Plan except as provided in Section 9.4.

         5.3  Adjustment in Capitalization.  In the event that subsequent to
the date of adoption of the Plan by the Board the shares of Stock should as a
result of a stock split, stock dividend, combination or exchange of shares,
exchange for other securities, reclassification, reorganization, redesignation,
merger, consolidation, recapitalization or other such change, be increased or
decreased or changed into or exchanged for a different number or kind of shares
of Stock or other securities of the Corporation or of another corporation, then
(a) there shall automatically be substituted for each share of Stock subject to
an unexercised Option (in whole or in part) granted under the Plan and each
share of Stock available for additional grants of Options under the Plan the
number and kind of shares of Stock or other securities into which each
outstanding share of Stock shall be changed or for which each such shares shall
be exchanged, (b) the Option Price shall be increased or decreased
proportionately so that the aggregate purchase price for the securities subject
to the Option shall remain the same as immediately prior to such event and (c)
the Board shall make such other adjustments to the securities subject to
Options and the provisions of the Plan and Option Agreements as may be
appropriate and equitable.





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Any such adjustment may provide for the elimination of fractional shares.  In
such event, the Committee also shall have discretion to make appropriate
adjustments in the number and type of shares subject to Restricted and
Performance Share grants then outstanding under the Plan pursuant to the terms
of such grants or otherwise.

SECTION  6.    Stock Appreciation Rights Subject to Plan

         6.1  Unexercised Rights.  In the event any Stock Appreciation Rights
expire unexercised, such Stock Appreciation Rights again shall become available
for issuance under the Plan.

         6.2  Adjustment in Capitalization.  In the event of any change in the
outstanding shares of Stock that occurs after ratification of the Plan by the
shareholders of the Corporation by reason of a Stock dividend or split,
recapitalization, merger, consolidation, combination, exchange of shares, or
other similar corporate change, the Committee shall make appropriate
adjustments in the number of outstanding Stock Appreciation Rights and the
related grant values.


SECTION  7.    Duration of Plan

         The Plan shall remain in effect, subject to the Board's right to
earlier terminate the Plan pursuant to Section 16 hereof, until all Stock
subject to it shall have been purchased or acquired pursuant to the provisions
hereof.  Notwithstanding the foregoing, no Option, Stock Appreciation Right,
Restricted Stock, Performance Share or Performance Award may be granted under
the Plan on or after the tenth (10th) anniversary of the Plan's effective date.


SECTION  8.    Stock Options

         8.1  Grant of Options Other than Director Stock Options.  Subject to
the provisions of Sections 5 and 7, Options other than Director Stock Options
may be granted to Participants at any time and from time to time as shall be
determined by the Committee.  The Committee shall have complete discretion in
determining the number of Options granted to each Participant.  The Committee
also shall determine, whether an Option is to be an incentive stock option
within the meaning of Code Section 422A, or a nonqualified stock option whose
grant is intended not to fall within the provisions of Section 422A.  However,
in no event shall the aggregate Fair Market Value (determined at the date of
grant) of the stock for which incentive stock options are first exercisable in
a particular calendar year exceed $100,000, computed in accordance with Section
422A(b)(7) of the Code.  An incentive stock option shall not be granted to any
person who owns, directly or indirectly, Stock possessing more than 10% of the
total combined voting power of all classes of Stock of the Corporation.
Nothing in this Section 8 shall be deemed to prevent the grant of nonqualified
stock options in excess of the maximum established by Section 422A of the Code.

         8.2  Grant of Director Stock Options.  Subject to the provisions of
Sections 5 and 7, Director Stock Options shall be granted to Eligible Directors
as provided in this Section 8.2 and the Committee shall have no discretion with
respect to any matters set forth in this Section 8.2.

         (a)  Vesting.  Each Director Stock Option shall become exercisable on
and after the first anniversary of the date of the grant.

         (b)  Number of Shares.  Director Stock Options shall be granted as
follows:

               (i)  Each Eligible Director on the effective date of the Plan
         shall automatically be granted a Director Stock Option for 3,000
         shares of Stock.

               (ii)  Each other person who is elected or appointed to serve as
         a director of the Corporation after the effective date of the Plan and
         who is an Eligible Director shall, upon his initial appointment or
         election as an Eligible Director, automatically be granted a Director
         Stock Option for 3,000 shares of Stock;





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               (iii)  Commencing immediately after the adjournment of the
         Corporation's annual meeting of shareholders (an "Annual Meeting") in
         1990 and immediately after the adjournment of the Annual Meeting each
         year thereafter, each Eligible Director who was an Eligible Director
         immediately preceding such Annual Meeting and who has been elected as
         a director at such Annual Meeting shall automatically be granted a
         Director Stock Option for 1,000 shares of Stock if, but only if, the
         return on common equity of the Corporation as set forth in the
         Corporation's annual report to shareholders for the immediately
         preceding fiscal year is equal to or greater than 10%.

         8.3  Option Agreement.  Each Option shall be evidenced by an Option
Agreement that shall specify the type of Option granted, the Option Price, the
duration of the Option, the number of shares of Stock to which the Option
pertains, and such other provisions as the Committee shall determine.

         8.4  Option Price.  No Option granted pursuant to the Plan shall have
an Option Price that is less than the Fair Market Value of the Stock on
the date the Option is granted.

         8.5  Duration of Options.  Each Option, other than Director Stock
Options, shall expire at such time as the Committee shall determine at the time
it is granted; provided, however, that no Option, other than incentive stock
options within the meaning of Section 422A of the Code, shall be exercisable
later than twenty years and one day from the date of its grant and no such
incentive stock option shall be exercisable more than ten years and one day
from the date of grant.  No Director Stock Option may be exercisable later than
twenty years and one day from the date of its grant.

         8.6  Exercise of Options.  Options granted under the Plan other than
Director Stock Options shall be exercisable at such times and be subject to
such restrictions and conditions as the Committee shall in each instance
approve, which need not be the same for all Participants.

         8.7  Payment.  The Option Price upon exercise of any Option shall be
payable to the Corporation in full either (i) in cash or its equivalent, or
(ii) by tendering shares of previously acquired Stock having a Fair Market
Value at the time of exercise equal to the total Option Price, or (iii) by a
combination of (i) and (ii).  The proceeds from such a payment shall be added
to the general funds of the Corporation and shall be used for general corporate
purposes.  As soon as practicable after receipt of full payment (including the
necessary tax withholding), the Corporation shall deliver to the Participant or
the Eligible Director, as the case may be, Stock certificates in an appropriate
amount based upon the number of Options exercised, issued in the name of the
Participant or the Eligible Director, as the case may be.

         8.8  Restrictions on Stock Transferability.  The Committee shall
impose such restrictions on any shares of Stock acquired pursuant to the
exercise of an Option under the Plan as it may deem advisable, including,
without limitation, restrictions under applicable Federal securities law, under
the requirements of any stock exchange upon which such shares of Stock are then
listed and under any blue sky or state securities laws applicable to such
shares.

         8.9  Termination of Employment.  If the employment of a Participant
terminates, other than pursuant to paragraphs (a) through (d) of this Section,
all non-vested awards shall be canceled immediately, unless the Award Agreement
provides otherwise.  Vested awards shall remain subject to the terms of the
Award Agreement, except to the extent modified by the provisions of paragraphs
(a) through (d) of this Section.

         (a)   Retirement Under the Retirement Plan.  When a Participant's
employment terminates as a  result of Retirement with management approval in
accordance with the terms of the BANC ONE CORPORATION Retirement Plan, the
Committee (in the form of an amended Award Agreement or otherwise) may permit
awards to continue in effect beyond the date of Retirement in accordance with
the applicable Award Agreement and the exercisability and vesting of any award
may be accelerated.

         (b)   Resignation in the Best Interest of the Corporation.  When a
Participant resigns from the Corporation and, in the judgment of the chief
executive officer or other senior officer designated by the Committee, the
acceleration and/or continuation of outstanding awards would be in the best
interest of the Corporation, the Committee may (i) authorize, where
appropriate, the acceleration and/or continuation of all or any part of awards
granted prior to such





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termination, and (ii) permit the exercise, vesting and payment of such awards
for such period as may be set forth in the applicable Award Agreement, subject
to earlier cancelation pursuant to Section 8.10 or at such time as the
Committee shall deem the continuation of all or any of the Participant's awards
to be not in the Corporation's best interest.

         (c)   Death or Disability of a Participant.

               (i)      In the event of a Participant's death, the
         Participant's estate or beneficiaries shall have a period specified in
         the Award Agreement within which to receive or exercise any
         outstanding award held by the Participant under such terms as may be
         specified in the applicable Award Agreement.

               (ii)    In the event a participant is deemed by the Corporation
         to be disabled and eligible for benefits pursuant to the terms of the
         Corporation's Long-Term Disability Plan, any successor plan, or any
         predecessor plan, awards and rights to any such awards may be paid to
         or exercised by the Participant, if legally competent, or a committee
         or other legally designated guardian or representative if the
         Participant is legally incompetent by virtue of such disability.

               (iii)   After the death or disability of a Participant, the
         Committee may in its sole discretion at any time (1) terminate
         restrictions in Award Agreements; (2) accelerate any or all
         installments and rights; and (3) instruct the Corporation to pay the
         total of any accelerated payments in a lump sum to the Participant,
         the Participant's estate, beneficiaries or representative -
         notwithstanding that, in the  absence of such termination of
         restrictions or acceleration of payments, any or all of the payments
         due under the awards may ultimately have become payable to other
         beneficiaries.

               (iv)    In the event of uncertainty as to interpretation of or
         controversies concerning this paragraph (c) of this Section 8.9, the
         Committee's determination shall be binding and conclusive.

         (d)   Sale of a Subsidiary.  In the event of the sale of a subsidiary,
or any portion thereof, the Committee may  in its sole discretion at any time
(1) terminate restrictions in Award Agreements; (2) accelerate any or all
installments and rights; and (3) instruct the Corporation to pay the total of
accelerated payments in a lump sum to affected Participants.

         8.10  Cancellation and Rescission of Awards.  Unless the Award
Agreement specifies otherwise, the Committee may cancel any unexpired, unpaid,
or deferred awards at any time if the Participant is in violation of or not in
compliance with all other applicable provisions of the Plan, or the applicable
Award Agreement.

         8.11  Termination of Eligible Director Shares.  In the event that an
Eligible Director ceases to be an Eligible Director for any reason, the rights
under any then outstanding Director Stock Option granted pursuant to the Plan
which are exercisable as of the date he ceases to be an Eligible Director shall
terminate upon the date determined as provided in Section 8.5, above, or three
months after such cessation date, whichever first occurs; provided, however,
that if he ceases to be an Eligible Director by reason of death, the
three-month period shall be extended to the sooner of twelve (12) months and
five (5) days or the expiration date of the Director Stock Option.





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         8.12  Nontransferability of Options.  No Option granted under the Plan
may be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, otherwise than by will or by the laws of descent and
distribution.  All Options granted to a Participant or an Eligible Director
under the Plan shall be exercisable during his lifetime only by such
Participant or Eligible Director.

SECTION  9.    Stock Appreciation Rights

         9.1  Grant of Stock Appreciation Rights.  Subject to the provisions
of Sections 6 and 7, Stock Appreciation  Rights may be granted to Participants
at any time and from time to time as shall be determined by the Committee.  An
SAR may be granted, in the discretion of the Committee, in any of the following
forms:

         (a)  In lieu of Options,

         (b)  In addition to Options,

         (c)  Upon lapse of Options, or

         (d)  Independent of Options.

         9.2  Exercise of SARs in Lieu of Options.  SARs granted in lieu of
Options may be exercised for all or part of the shares of Stock subject to the
related Option upon the surrender of the right to exercise an equivalent number
of Options.  The SAR may be exercised only with respect to the shares of Stock
for which its related Option is then exercisable.  SARs granted in lieu of
Options will lapse in the event and to the extent that the related Option is
exercised.

         9.3  Exercise of SARs in Addition to Options.  SARs granted in addition
to Options shall be deemed to be exercised upon the exercise of the related
Options.

         9.4  Exercise of SARs Upon Lapse of Options.  SARs granted upon lapse
of Options shall be deemed to have been exercised upon the lapse of the related
Options as to the number of shares of Stock subject to the Options.

         9.5  Exercise of SARs Independent of Options.  SARs granted
independent of Options may be exercised upon whatever terms and conditions the
Committee, in its sole discretion, imposes upon the SARs.

         9.6  Payment of SAR Amount.  Upon exercise of the SAR, the holder
shall be entitled to receive payment of an amount (subject to Section 9.8
below) determined by multiplying:

               (a)  The difference between the Fair Market Value of a share of
         Stock at the date of exercise over the price fixed by the Committee at
         the date of grant, by

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

         9.7   Form and Timing of Payment.  At the discretion of the Committee,
payment for SARs may be made in cash or stock, or in a combination thereof.  If
payment is made in Stock, the value of such Stock shall be the Fair Market
Value determined as of the date of exercise.

         9.8  Limit on Appreciation.  At the time of grant, the Committee may
establish, in its sole discretion, a maximum amount per share which will be
payable upon exercise of an SAR.





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         9.9   Rule 16b-3 Requirements.  Notwithstanding any other provision of
the Plan, the Committee may impose such conditions on exercise of an SAR
(including, without limitation, the right of the Committee to limit the time of
exercise to specified periods) as may be required to satisfy the requirements
of Rule 16b-3 (or any successor rule), under the Securities Exchange Act of
1934.

         9.10  Term of SAR.  The term of an SAR granted under the Plan shall
not exceed ten years and one day.

         9.11  Termination of Employment.  In the event the employment of a
Participant is terminated by reason of Death, Disability, Retirement, or any
other reason, any SARs outstanding shall terminate in the same manner as
specified for Options under Sections 8.9 and 8.10 herein.

         9.12  Nontransferability of SARs.  No SAR granted under the Plan may
be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, otherwise than by will or by the laws of descent and
distribution.  Further, all SARs granted to a Participant under the Plan shall
be exercisable during his lifetime only by such Participant.

SECTION 10.     Restricted Stock Awards.

         10.1  Grant of Restricted Stock.  Subject to the provisions of
Sections 5 and 7, the Committee, at any time and from time to time, may award
shares of Restricted Stock under the Plan to such Participants and in such
amounts as it shall determine.  Each Restricted Stock Award shall be evidenced
by a Restricted Stock Agreement that shall specify the Period or Periods of
Restriction, the number of Restricted Stock shares awarded, and such other
provisions as the Committee shall determine.

         10.2  Transferability.  Except as provided in this Section 10, the
shares of Restricted Stock awarded hereunder may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated for such period of
time as shall be determined by the Committee and shall be specified in the
Restricted Stock Agreement, or upon earlier satisfaction of other conditions as
specified by the Committee in its sole discretion and set forth in the
Restricted Stock Agreement.

         10.3  Other Restrictions.  The Committee shall impose such other
restrictions on any shares of Restricted Stock awarded pursuant to the Plan as
it may deem advisable including, without limitation, restrictions under
applicable federal or state securities or tax laws, and may legend the
certificates representing Restricted Stock to give appropriate notice of such
restrictions.

         10.4  Certificate Legend.  In addition to any legends placed on
certificates pursuant to Section 10.3 hereof, each certificate representing
shares of Restricted Stock granted pursuant to the Plan shall bear a legend
which is comparable to the following:

         "The sale or other transfer of this certificate or the shares of stock
         represented by this certificate, whether voluntary, involuntary, or by
         operation of law, is subject to certain restrictions on transfer and
         other terms and conditions set forth in the BANC ONE CORPORATION 1989
         Stock Incentive Plan and a Restricted Stock Agreement dated
               , 19  .   A copy of the Plan and such Restricted Stock
         Agreement may be obtained from the Secretary of BANC ONE CORPORATION,
         100 East Broad Street, Columbus, Ohio 43271-0261."

         10.5  Removal of Restrictions.  Except as otherwise provided in this
Section 10, shares of Restricted Stock covered by each Restricted Stock Award
made under the Plan shall become freely transferable by the Participant after
the last day of the Period of Restriction.  Once the shares are released from
the restrtictions, the Participant shall be entitled to have the legend
required by Section 10.4 removed from his Stock certificates.

         10.6  Voting Rights.  During the Period of Restriction, Participants
holding shares of Restricted Stock awarded hereunder may exercise full voting
rights with respect to those shares.





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         10.7  Dividends and Other Distributions.  During the Period of
Restriction, Participants holding shares of Restricted Stock awarded hereunder
shall be entitled to receive all dividends and other distributions paid with
respect to those shares while they are so held.  If any such dividends or
distributions are paid in shares of Stock, the shares shall be subject to the
same restrictions on transferability as the shares of Restricted Stock with
respect to which they were paid.

         10.8  Termination of Employment.  If the employment of a Participant
terminates other than pursuant to paragraphs (a) through (d) of this Section,
all non-vested awards shall be canceled immediately, unless the Award Agreement
provides otherwise.  Vested awards shall remain subject to the terms of the
Award Agreement, except to the extent modified by the provisions of paragraphs
(a) through (d) of this Section.

         (a)   Retirement Under the Retirement Plan.  When a participant's
employment terminates as a result of Retirement with management approval in
accordance with the terms of the BANC ONE CORPORATION Retirement Plan, the
Committee (in the form of an amended Award Agreement or otherwise) may permit
awards to continue in effect beyond the date of Retirement in accordance with
the applicable Award Agreement and the exercisability and vesting of any Award
may be accelerated.

         (b)   Resignation in the Best Interest of the Corporation.  When a
Participant resigns from the Corporation and, in the judgment of the chief
executive officer or other senior officer designated by the Committee, the
acceleration and/or continuation of outstanding awards would be in the best
interest of the Corporation, the Committee may (i) authorize, where
appropriate, the acceleration and/or continuation of all or any part of awards
granted prior to such termination, and (ii) permit the exercise, vesting and
payment of such awards for such period as may be set forth in the applicable
Award Agreement, subject to earlier cancelation pursuant to Section 10.9 or at
such time as the Committee shall deem the continuation of all or any of the
Participant's awards to be not in the Corporation's best interest.

         (c)   Death or Disability of a Participant.

               (i)     In the event of a Participant's death, the
         Participant's estate or beneficiaries shall have a period specified in
         the Award Agreement within which to receive or exercise any
         outstanding award held by the Participant under such terms as may be
         specified in the applicable Award Agreement.

               (ii)    In the event a participant is deemed by the Corporation
         to be disabled and eligible for benefits pursuant to the terms of the
         Corporation's Long-Term Disability Plan, any successor plan, or any
         predecessor plan, awards and rights to any such awards may be paid to
         or exercised by the Participant, if legally competent, or a committee
         or other legally designated guardian or representative if the
         Participant is legally incompetent by virtue of such disability.

               (iii)   After the death or disability of a Participant, the
         Committee may in its sole discretion at any time (1) terminate
         restrictions in Award Agreements; (2) accelerate any or all
         installments and rights; and (3) instruct the Corporation to pay the
         total of any accelerated payments in a lump sum to the Participant,
         the Participant's estate, beneficiaries or representative -
         notwithstanding that, in the  absence of such termination of
         restrictions or acceleration of payments, any or all of the payments
         due under the awards may ultimately have become payable to other
         beneficiaries.

               (iv)    In the event of uncertainty as to interpretation of or
         controversies concerning this paragraph (c) of this Section 10.8, the
         Committee's determination shall be binding and conclusive.

         (d)   Sale of a Subsidiary.  In the event of the sale of a subsidiary,
or any portion thereof, the Committee may  in its sole discretion at any time
(1) terminate restrictions in Award Agreements; (2) accelerate any or all
installments and rights; and (3) instruct the Corporation to pay the total of
accelerated payments in a lump sum to affected Participants.





                                      I-9
<PAGE>   10

         10.9  Cancellation and Rescission of Awards.  Unless the Award
Agreement specifies otherwise, the Committee may cancel any unexpired, unpaid,
or deferred awards at any time if the Participant is in violation of or not in
compliance with all other applicable provisions of the Plan, or the applicable
Award Agreement.

SECTION 11.    Performance Shares

         11.1  Grant of Performance Shares.  Subject to the provisions of
Sections 5 and 7, the Committee, at any time and from time to time, may grant
Performance Shares to such Participants and in such amounts as it shall
determine.  Each grant of Performance Shares shall be in writing.

         11.2  Performance Period.  The period over which Performance Shares
may be earned shall begin on the first day of the fiscal year in which a grant
occurs.  The length of the Performance Period for each grant shall be
determined by the Committee, in its sole discretion, but shall not be less than
two years.

         11.3  Performance Measurement.  At the beginning of each Performance
Period, Performance Objectives shall be established by the Chief Executive
Officer of the Corporation subject to Committee approval.  The degree of
attainment of such Performance Objectives shall determine the number of the
Performance Shares payable at the end of the Performance Period, in accordance
with a schedule established by the Chief Executive Officer and approved by the
Committee at the beginning of the Performance Period.

         The Committee may adjust the Performance Objectives during the
Performance Period if it is determined that changes in business conditions have
materially and unduly influenced the Corporation's ability to meet the
Performance Objectives.

         11.4  Payment of Awards.  All payments pursuant to Performance Share
grants shall be made as soon as practicable following the end of the applicable
Performance Period based upon the degree of attainment of the Performance
Objectives.  Payments shall be made in Stock.  The Committee shall review all
calculations of actual Performance Objective accomplishments and shall make any
adjustments in the computations to recognize material extraordinary or
nonrecurring items if, in the judgment of the Committee, the effect of such
adjustments is equitable and in conformity with the purposes of the Plan.

         11.5  Termination of Employment Due to Retirement.  In the event that
a Participant terminates his employment with the Corporation because of Normal
Retirement during the Performance Period, the Participant shall be entitled to
a prorated award of Performance Shares as of the most recently completed full
fiscal year of the Performance Period.  Payments of Performance Shares
determined in this manner shall be multiplied by a fraction, the numerator of
which is the number of full months which have elapsed since the commencement of
the Performance Period, and the denominator of which is the number of full
months in the particular Performance Period.  Payment of Performance Shares in
this case shall be made as soon as practicable following the end of the fiscal
year of termination.

         In the event that a Participant terminates his employment with the
Corporation because of Early Retirement, any Performance Shares outstanding at
the date of such Early Retirement automatically shall be forfeited; provided,
however, that the Committee may, in its sole discretion, determine a prorated
value for the Participant's then outstanding Performance Shares as it deems
appropriate.  Payment of Performance Shares in this case shall be made as soon
as practicable following the end of the fiscal year of termination.

         11.6  Termination of Employment Due to Death or Disability.  In the
event a Participant terminates his employment with the Corporation because of
Death or Disability during the Performance Period, the Participant shall be
entitled to a prorated award of Performance Shares as of the most recently
completed full fiscal year of the Performance Period.  Payments of Performance
Shares determined in this manner shall be multiplied by a fraction, the
numerator of which is the number of full months which have elapsed since the
commencement of the Performance Period, and the denominator of which is the
number of full months in the particular Performance Period.  Payment of
Performance Shares in this case shall be made as soon as practicable following
the end of the fiscal year of termination.





                                      I-10
<PAGE>   11

         11.7  Termination of Employment for Reasons Other Than
Death,Disability or Retirement.  In the event that a Participant terminates his
employment with the Corporation for any reason other than those set forth in
Sections 1 1.5 and 11.6 hereof during the Performance Period, then any
Performance Shares still outstanding at the date of such termination
automatically shall be forfeited; provided, however, that, in the event of an
involuntary termination of the employment of a Participant by the Corporation
the Committee may, in its sole discretion, waive the automatic forfeiture of
any or all such Performance Shares as it deems appropriate, and pay a prorated
award.

         11.8  Nontransferability of Performance Shares.  No Performance Shares
granted under the Plan may be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated, otherwise than by will or by the laws of
descent and distribution until the termination of the applicable Performance
Period.  All rights with respect to Performance Shares granted to a Participant
under the Plan shall be exercisable during his lifetime only by such
Participant.

SECTION 12.    Performance Awards

         12.1  Grant of Performance Awards.  Subject to the provisions of
Sections 5 and 7, the Committee, at any time and from time to time, may grant
Performance Awards under the Plan to Such Participants and in such amounts as
it shall determine.  Each grant of Performance Awards shall be in writing.

         12.2  Performance Period.  The period over which Performance Awards
may be earned shall begin on the first day of the fiscal year in which a grant
occurs.  The length of the Performance Period for each grant shall be
determined by the Committee in its sole discretion but shall not be less than
two years.

         12.3  Performance Measurement.  At the beginning of each Performance
Period, Performance Objectives shall be established by the Chief Executive
Officer of the Corporation subject to Committee approval.  The degree of
attainment of such Performance Objectives shall determine the value of the
Performance Awards at the end of the Performance Period, in accordance with a
schedule established by the Chief Executive Officer and approved by the
Committee at the beginning of the Performance Period.

         The Committee may adjust the Performance Objectives during the
Performance Period if it is determined that changes in business conditions have
materially and unduly influenced the Corporation's ability to meet the
Performance Objectives.

         12.4  Payment of Awards.  All payments pursuant to Performance Award
grants shall be made as soon as practicable following the end of the applicable
Performance Period based upon the degree of attainment of the Performance
Objectives.  Payments shall be made in cash.  The Committee shall review all
calculations of actual Performance Objective accomplishments and shall make any
adjustments in the computations to recognize material extraordinary or
nonrecurring items if, in the judgment of the Committee, the effect of such
adjustments is equitable and in conformity with the purposes of the Plan.

         12.5  Termination of Employment Due to Retirement.  In the event that
a Participant terminates his employment with the Corporation because of Normal
Retirement during the Performance Period, the Participant shall be entitled to
a prorated award of Performance Awards as of the most recently completed full
fiscal year of the Performance Period.  Payment of Performance Awards
determined in this manner shall be multiplied by a fraction, the numerator of
which is the number of full months which have elapsed since the commencement of
the Performance Period, and the denominator of which is the number of full
months in the particular Performance Period.  Payment of Performance Awards in
this case shall be made as soon as practicable following the end of the fiscal
year of termination.

In the event that a Participant terminates his employment with the Corporation
because of Early Retirement, the Committee may, in its sole discretion,
determine a prorated value for the Participant's then outstanding Performance
Awards as it deems appropriate.  Payment of Performance Awards in this case
shall be made as soon as practicable following the end of the fiscal year of
termination.





                                      I-11
<PAGE>   12

         12.6  Termination of Employment Due to Death or Disability.  In the
event a Participant terminates his employment with the Corporation because of
Death or Disability during the Performance Period, the Participant shall be
entitled to a prorated award of Performance Awards as of the most recently
completed full fiscal year of the Performance Period.  Payments of Performance
Awards determined in this manner shall be multiplied by a fraction, the
numerator of which is the number of full months which have elapsed since the
commencement of the Performance Period, and the denominator of which is the
number of full months in the particular Performance Period.  Payment of
Performance Awards in this case shall be made as soon as practicable following
the end of the fiscal year of termination.

         12.7  Termination of Employment for Reasons Other Than Death,
Disability, or Retirement.  In the event that a Participant terminates his
employment with the Corporation for any reason other than those set forth in
Sections 12.5 and 12.6 hereof during the Performance Period, then any
Performance Awards still outstanding at the date of such termination
automatically shall be forfeited; provided, however, that in the event of an
involuntary termination of the employment of a Participant by the Corporation
the Committee may, in its sole discretion, waive the automatic forfeiture of
any or all such Performance Awards as it deems appropriate and pay a prorated
award.

         12.8  Nontransferability of Performance Awards.  No Performance Awards
granted under the Plan may be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated, otherwise than by will or by the laws of
descent and distribution until the termination of the applicable Performance
Period.  All rights with respect to Performance Awards granted to a Participant
under the Plan shall be exercisable during his lifetime only by such
Participant.


SECTION 13.    Beneficiary Designation

         Each Participant under the Plan may, from time to time, name any
beneficiary or beneficiaries (who may be named contingently or successively) to
whom any benefit under the Plan is to be paid in case of his death before he
receives any or all of such benefit.  Each designation will revoke all prior
designations by the same Participant, shall be in a form prescribed by the
Committee, and will be effective only when filed by the Participant in writing
with the Committee during his lifetime.  In the absence of any such
designation, benefits remaining unpaid at the Participant's death shall be paid
to his estate.


SECTION 14.    Rights of Employees

         14.1  Employment.  Nothing in the Plan shall interfere with or limit
in any way the right of the Corporation to terminate any Participant's
employment at any time, nor confer upon any Participant any right to continue
in the employ of the Corporation.

         14.2  Participation.  No employee shall have a right to be selected as
a Participant, or, having been so selected, to be selected again as a
Participant.


SECTION 15.    Change in Control

         15.1  In General.  In the event that (a) the Corporation is a party
to a merger or consolidation agreement, (b) the Corporation is a party to an
agreement to sell substantially all of its assets, or (c) there is a change in
control of the Corporation as defined in Section 15.3 below, the Committee may,
in its sole discretion, provide that all outstanding Awards shall become 100%
vested, that all outstanding Options and SARs shall become immediately
exercisable and that any Period of Restriction shall immediately lapse.
Performance Share and Performance Award values shall be computed as if the most
recently completed full fiscal year was the end of the Performance Period,
except that no Performance Share or Performance Award payable under this
Section, except as limited by Section 15.2 hereof, may be less than would have
been paid had the Corporation achieved 100% of its Performance Objectives.

         15.2  Limitation on Payments.  If the receipt of any payment under
this Section by any Participant shall, in the opinion of independent tax
counsel of recognized standing selected by the Corporation, result in the
payment by such Participant of any excise tax provided for in Section 280G and
Section 4999 of the Code, then the amount of such





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<PAGE>   13

         payment shall be reduced to the extent required, in the opinion of
         independent tax counsel, to prevent the imposition of such excise tax.

         15.3  Definition.  For purposes of the Plan, a "change in control"
            shall mean any of the following events:

               (i)  The acquisition of "beneficial ownership", as defined in
         Rule 13d-3 promulgated under the Securities Exchange Act of 1934 (the
         "Exchange Act"), of twenty percent (20%) or more of the total voting
         capital Stock of the Corporation then issued and outstanding, by any
         person, or "group", as defined in Section 13(d)(3) of the Exchange
         Act, or

               (ii)  Individuals who were members of the Board of the
         Corporation immediately prior to a meeting of the shareholders of the
         Corporation involving a contest for the election of directors do not
         constitute a majority of the Board immediately following such
         election, unless the election of such new directors was recommended to
         the shareholders by management of the Corporation.

         The Board has final authority to determine the exact date on which a
change in control has been deemed to have occurred under (i) and (ii) above.


SECTION 16.    Amendment, Modification, and Termination of Plan

         The Board may at any time terminate and, from time to time, may amend
or modify the Plan, provided, however, that no such action of the Board,
without approval of the shareholders, may:

         (a)   Increase the total amount of Stock which may be issued under the
         Plan, except as provided in    Subsections 5.1 and 5.3 of the Plan.

         (b)   Change the provisions of the Plan regarding the Option Price
except as permitted by Subsection          5.3.

         (c)   Materially increase the cost of the Plan or materially increase
the benefits to Participants.

         (d)   Extend the period during which Options, Stock Appreciation
         Rights, Restricted Stock, Performance Shares, or Performance Awards
         may be granted.

         (e)   Extend the maximum period after the date of grant during which
Options may be exercised.

         No amendment, modification, or termination of the Plan shall in any
manner adversely affect any Options, Stock Appreciation Rights, Restricted
Stock, Performance Shares, or Performance Awards theretofore granted under the
Plan, without the consent of the Participant or the Eligible Director, as the
case may be.


SECTION 17.    Tax Withholding

               (a)  The Corporation shall have the right to withhold from any
         payments made under the Plan or to collect as a condition of payment,
         any taxes required by law to be withheld.  At any time when a
         Participant or an Eligible Director, as the case may be, is required
         to pay to the Corporation an amount required to be withheld under
         applicable income tax laws In connection with a distribution of common
         stock or upon exercise of an Option or SAR, the Participant or an
         Eligible Director, as the case may be, may satisfy this obligation in
         whole or in part by electing (the "Election") to have the Corporation
         withhold from the distribution shares of common stock having a value
         equal to the amount required to be withheld.  The value of the shares
         to be withheld shall be based on the Fair Market Value of the common
         stock on the date that the amount of tax to be withheld shall be
         determined ("Tax Date").





                                      I-13
<PAGE>   14

               (b)  Each Election must be made prior to the Tax Date. The
         Committee may disapprove of any Election, may suspend or terminate the
         right to make Elections, or may provide with respect to any grant that
         the right to make Elections shall not apply to such Grant.  An Election
         is irrevocable.


SECTION 18.    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 Corporation against and
from any loss, cost, liability, or expense that may be imposed upon or
reasonably incurred by him in connection with or resulting from any claim,
action, Suit, or proceeding to which he may be a party or in which he may be
involved by reason of any action taken or failure to act under the plan and
against and from any and all amounts paid by him in settlement thereof, with
the Corporation's approval, or paid by him in satisfaction of any judgment in
any such action, suit, or proceeding against him, provided he shall give the
Corporation an opportunity, at its own expense, to handle and defend the same
before he undertakes to handle and defend it on his 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 Corporation's
Articles of Incorporation or Code of Regulations, as a matter of law, or
otherwise, or any power that the Corporation may have to indemnify them or hold
them harmless.


SECTION 19.    Requirements of Law

         19.1  Requirements of Law.  The granting of Options, Stock
Appreciation Rights, Restricted Stock, Performance Shares, or performance
Awards, and the issuance of shares of Stock upon the exercise of an Option
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.

         19.2  Governing Law.  The Plan, and all agreements hereunder, shall be
construed in accordance with and be governed by the laws of the State of Ohio.

Amended:
Oct., 1996 - Section 2 - Definition of Committee
             Section Section 8.9, 8.10 & 10.8 - 
             Matters re: Termination of Employment
             Section 17(c) Deleted
Apr., 1992 - Section 5.1 Stock Subject to Plan Increased





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