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                                                                    EXHIBIT 10.1
                                                                    ------------


                              AMENDED AND RESTATED
                              BANC ONE CORPORATION
                      DIRECTORS DEFERRED COMPENSATION PLAN

PURPOSE
-------

The purpose of the BANC ONE CORPORATION Directors Deferred Compensation Plan
(the "Plan") is to provide a means by which a member of the Board of Directors
of either BANC ONE CORPORATION or a Related Company may defer the payment of all
(but not less than all) of the Fees payable to the Director for services
rendered by the Director.

Effective Date
--------------

This Plan was originally effective as of January 1, 1984 and was restated and
amended effective January 1, 1994 and October 1, 1997. This amended and restated
version of the Plan is effective May 1, 1998 unless otherwise specifically
herein indicated.


                                    ARTICLE I
                                   DEFINITIONS

When used herein, the following terms shall have the meaning stated herein,
unless the context clearly indicates otherwise.

Section 1.1 - Appeals Committee
-------------------------------

A committee consisting of three (3) or more officers of the Company who shall be
appointed by the Chief Executive Officer of the Company to hear appeals of
denied Director or Beneficiary benefit claims under the Plan, provided that with
respect to denied claims of a Director who has been identified by the Company as
an Insider, such Appeals Committee shall be the Personnel and Compensation
Committee of the Board.

Section 1.2 - Assignee
----------------------

Any person, trust, organization, charity, association or other entity designated
by a Participant, who is or was a Statutory Director, in accordance with the
provisions of Section 3.10 of this Plan to receive (i) distributions in lieu of
that Participant and/or (ii) any death benefit which may be payable under this
Plan upon the death of said Participant.

Section 1.3 - Beneficiary
-------------------------

A person or persons designated by a Participant in accordance with provisions of
Section 3.8, to receive any death benefit which may be payable under this Plan
upon the death of said Participant.

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Section 1.4 - Board
-------------------

The Board of Directors of the Company.

Section 1.5 - Change of Control
-------------------------------

(a) The acquisition by any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of 20% or more of either (i) the then outstanding Shares or (ii) the combined
voting power of the then outstanding voting securities of the Company entitled
to vote generally in the election of directors (the "Outstanding Company Voting
Securities"); provided, however, that for purposes of this subsection (a), the
following acquisitions shall not constitute a Change of Control: (i) any
acquisition directly from the Company, (ii) any acquisition by the Company,
(iii) any acquisition by any employee benefit plan (or related trust) sponsored
or maintained by the Company or a Related Company or (iv) any acquisition by any
corporation pursuant to a transaction which complies with clauses (i), (ii) and
(iii) of Subsection (C) of this Section 1.5; or

(b) Individuals who, as of October 1, 1997, constitute the Board (the "Incumbent
Board") cease for any reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a director subsequent to the
date hereof whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or

(c) Consummation of a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the Company (a
"Business Combination"), in which case, unless, following such Business
Combination, (i) all or substantially all of the individuals and entities who
were the beneficial owners, respectively, of the Outstanding Company Common
Stock and Outstanding Company Voting Securities immediately prior to such
Business Combination beneficially own, directly or indirectly, more than 50% of,
respectively, the then outstanding Shares and the combined voting power of the
then outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting from such Business
Combination (including, without limitation, a corporation which as a result of
such transaction owns the Company or all or substantially all of the Company's
assets either directly or through one or more subsidiaries) in substantially the
same proportions as their ownership, immediately prior to such Business
Combination of the Outstanding Company Common Stock and Outstanding Company
Voting Securities, as the case may be, (ii) no Person (excluding any employee
benefit plan (or related trust) of the Company or such corporation resulting
from such Business Combination) beneficially owns, directly or indirectly, 20%
or more of, respectively, the then outstanding shares of common stock of the
corporation resulting from such Business Combination or the combined voting
power of the then outstanding voting securities of such corporation except to
the extent that such ownership existed prior to the Business Combination and
(iii) at least a majority of the members of the board of directors of the
corporation resulting from such Business Combination were members of the
Incumbent Board at the time of the execution of the initial agreement, or of the
action of the Board, providing for such Business Combination; or

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(d) Approval by the shareholders of the Company of a complete liquidation or
dissolution of the Company.

Section 1.6 - Committee
-----------------------

The Personnel and Compensation Committee of the Board which is comprised of two
or more non-employee Directors and which shall have the authority of said Board
with respect to this Plan.

Section 1.7 - Company
---------------------

BANC ONE CORPORATION.

Section 1.8 - Director
----------------------

A statutory director, an emeritus director, an advisory board member, or an
honorary director of the Company or a participating Related Company who is not
an officer or employee of the Company or a Related Company and who receives Fees
for services rendered.

Section 1.9 - Exchange Act
--------------------------

The Securities Exchange Act of 1934, as amended.

Section 1.10 - Fees
-------------------

Amounts payable by the Company or a Related Company to a Director for services
rendered by the Director to the Company or Related Company, including retainer,
meeting, and committee fees.

Section 1.11 - Insider
----------------------

Any person who is required to file reports of his beneficial ownership of Shares
with the Securities Exchange Commission pursuant to Section 16(a) of the
Exchange Act.

Section 1.12 - Participant
--------------------------

(a) Any Director who satisfies the eligibility and participation requirements of
this Plan and who elects or has previously elected to defer Fees under this
Plan, or

(b) A participant under any Prior Plan from and after the effective date of
merger of said Prior Plan with and into the Plan.

Section 1.13 - Plan Administrator
---------------------------------

BANC ONE CORPORATION.

Section 1.14 - Prior Plan
-------------------------

Any director deferred fee plan of the Company, a Related Company, or a
predecessor or successor thereof, which has been merged with and into this Plan
as set forth from time to time on the attached Schedule A which is made a part
hereof.

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Section 1.15 - Related Company
------------------------------

A subsidiary or any entity which is a member of a common controlled group with
BANC ONE CORPORATION pursuant to Internal Revenue Code Section 1563(a)(1).

Section 1.16 - Share(s)
-----------------------

Common shares of the Company, or any successor thereto.

Section 1.17 - Statutory Director
---------------------------------

A person who is serving or who at any time has served as a statutory director of
the Company.


                                   ARTICLE II
                                  PARTICIPATION

Section 2.1 - Eligibility
-------------------------

Any Director who receives Fees is eligible to become a participant in this Plan.
Any participant in a Prior Plan shall become a Participant in the Plan as of the
effective date of merger of said Prior Plan into the Plan.

Section 2.2 - Conditions of Participation
-----------------------------------------

A Director shall not become a Participant hereunder until he or she furnishes
within a reasonable time limit established by the Plan Administrator such
completed and executed elections, Beneficiary designations, consents and other
documents and information prescribed by the Plan Administrator. Each Director
upon becoming a Participant shall be deemed conclusively, for all purposes, to
have assented to the terms and provisions of this Plan and shall be bound
thereby.

Section 2.3 - Election To Defer
-------------------------------

(a) Current Directors. A Director may elect, on or before December 31 of any
year, to defer payment of all (but not less than all) of the Fees earned during
the calendar year following such election and all succeeding calendar years. Any
such elections shall remain in effect until the earlier of the following events:
(i) the Director terminates his election pursuant to Subsection 2.3(d) of this
Plan, or (ii) the participant ceases to be a Director.

(b) Newly Eligible Directors. Any person who becomes a Director during any
calendar year, and who was not a Director on the preceding December 31, may
elect, before such Director attends a meeting, to defer payment of all (but not
less than all) of the Fees earned by the Director for the remainder of such
calendar year and all succeeding calendar years, pursuant to Section 2.3(a) of
this Plan.

(c) Timeliness of Elections. Any such elections shall be made in such format
(including but not limited to approved forms or electronic data response) and in
the manner provided by the Plan Administrator. If a Director who is eligible to
participate in this Plan fails to file (or fails to timely file) the form(s) or
take any action required by the Plan Administrator to participate in the Plan,
such Director will not be

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permitted to participate in the Plan until the next open enrollment period
applicable for the following calendar year.

(d) Termination of Election. A Director may terminate the election to defer
payment of Fees under the Plan by written notice delivered to the Plan
Administrator. Such election shall become effective as of the end of the
calendar year in which said notice is given with respect to Fees payable as a
Director for subsequent calendar years; provided, however, that if such election
is made in conjunction with a request for distribution pursuant to Section
3.1(d), such election shall become effective immediately. Amounts credited to
the Participant's account prior to the effective date of deferral cessation
shall not be affected thereby and shall be distributed pursuant to Section 3.1
of the Plan.

Section 2.4 - Participant Accounts
----------------------------------

Fees deferred at the election of a Participant shall be held in the general
funds of the Company and shall be credited to an account established by the
Company in the Participant's name to which deferrals made in accordance with
this Plan are credited. The Fees deposited in the Participant's deferred account
shall be invested under the Interest Program or the Stock Program, or both, as
elected by the Participant. All deferred fees not specifically designated by a
Participant to be credited to the Interest Program shall be credited to the
Stock Program. Effective with the first day of any next succeeding quarter, any
Participant may prospectively change his or her election to participate in the
Interest Program and/or the Stock Program by delivering a new election form to
the Plan Administrator. Such designation shall affect the deferral of future
Fees and shall have no affect on former Fees which shall remain in the Interest
Program or the Stock Program as previously designated unless an election is made
pursuant to Section 2.7 of this Plan.

Section 2.5 - Interest Program
------------------------------

(a) If the Participant elects to participate in the Interest Program, the
Participant's deferred account shall be invested in units of The One Group Prime
Money Market Fund, or any successor thereto, and cash or cash equivalent
securities as determined by the Plan Administrator or its agent from time to
time.

(b) Interest which is paid on the units in the Interest Program shall be
automatically reinvested in additional units of the Interest Program within a
reasonable time following the crediting of said interest.

Section 2.6 - Stock Program
---------------------------

(a) If the Participant elects to participate in the Stock Program, the
Participant's deferred account shall be invested in Shares of the Company and
cash or cash equivalent securities as determined by the Plan Administrator or
its agent from time to time.

(b) The cash dividends which are paid on the Shares in the Stock Program shall
be automatically reinvested in additional Shares of the Company within a
reasonable time following payment of such dividends.

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Section 2.7 - Transfers of Prior Deferrals
------------------------------------------

During the annual election period, any Participant who is not an Insider may
elect to transfer prior deferral amounts from one investment program to the
other, such transfer to be effective December 31st of the year in which the
election is made. The election to transfer prior deferral amounts must be
received by the Plan Administrator by the last business day prior to December
31st, in order to be effective on said date. Any such transfer will be valued as
of the last business day prior to January 1st. No prior deferral amounts may be
transferred into or out of the Stock Program by an Insider without the express
approval of the Plan Administrator or the person(s) designated to approve such
Insider transactions. Such approval will be allowed when, in the judgment of the
Plan Administrator or such appointed person(s), such transfer of previously
allocated funds will not (i) as a result of Discretionary Transactions elected
by the Insider (as that term is used in Rule 16b-3 of the Securities and
Exchange Commission) under the Plan and all other employee benefit plans of the
Company and Related Companies, subject such person to potential liability under
Section 16(b) of the Exchange Act; or (ii) jeopardize or make less likely the
ability to properly account for a transaction in which the Company is
participating and which the Company wishes to account for as a pooling of
interests as a "pooling of interests".

Section 2.8 - Funding
---------------------

The Plan shall be entirely unfunded and no provision shall at any time be made
with respect to segregating any assets of the Company or a Related Company for
payment of any benefit hereunder. No Participant, Participant's spouse or any
other person shall have any interest in any particular assets of the Company or
any Related Company by reason of the right to receive a benefit under the Plan,
and any such Participant, Participant's spouse, or other person shall have only
the rights of a general unsecured creditor of the Company with respect to any
rights under the Plan. Nothing contained in the Plan shall constitute a guaranty
by the Company or other entity or person that the assets of the Company will be
sufficient to pay any benefit hereunder.

Section 2.9 - Statement of Accounts
-----------------------------------

At least once annually, the Plan Administrator shall furnish each Participant
with a written statement of his account setting forth the net income or loss of
the account; any administrative expenses charged to the account; all payments
and distributions made from the account; and such further information as the
Plan Administrator deems appropriate.


                                   ARTICLE III
                                  DISTRIBUTIONS

Section 3.1 - Timing of Distributions
-------------------------------------

Amounts credited to a Participant under the Plan shall be distributed as soon as
administratively feasible as follows:

(a) On or after January 1st on or following the date the Plan Administrator is
notified that the Participant is neither a Director nor an employee of the
Company or a Related Company;

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(b) Upon the death of the Participant, in accordance with Section 3.4;

(c) After an acceleration of benefits under Section 3.6;

(d) Upon the receipt by the Plan Administrator of the Participant's written
request to receive all of his account; or

(e) After termination of this Plan in accordance with Section 5.1;

provided, however, that no distribution or payment shall be allowed hereunder
unless, in the judgment of the Plan Administrator or its appointees, such
distribution or payment will not constitute a Discretionary Transaction under
Securities and Exchange Commission Rule 16b-3 which will subject the Participant
to potential liability under Section 16(b) of the Exchange Act or jeopardize or
make less likely the ability to properly account for a transaction in which the
Company is participating and which the Company wishes to account for as a
"pooling of interests"; and

provided, further, that (i) any distribution made pursuant to Section 3.1(d)
shall be in a single lump sum which amount shall be 10% less than the total
amount attributed to such Participant's account, which 10% shall be withheld by
and forfeited to the Company, and (ii) the Participant making such request shall
not be eligible to defer Fees payable after the date of such election until on
or after January 1 of the second calendar year following the year in which such
Participant made such election for distribution.

Section 3.2 - Form of Distribution
----------------------------------

(a) Amounts credited to a Participant under the Plan shall be distributed in a
lump sum payment or in annual installments over a five or ten-year period as the
Participant has elected on the form(s) and in the manner provided by the Plan
Administrator. Any such election shall continue until the Participant elects a
different form of payment. All such elections must be made at least six months
prior to the date of distribution. If a Participant fails to make such an
election, the amounts credited to a Participant under the Plan shall be paid in
annual installments of cash over a five-year period. All distributions under
this Plan shall be calculated on the basis of the value of the Participant's
account balance as of the last business day of the calendar quarter preceding
the commencement date described above, or in the case of an installment payment,
the account balance as of the last business day of the calendar quarter
preceding the installment payment. The first installment (or the lump sum
payment if the Participant so elects) shall be paid on the commencement date
described above and subsequent installments shall be paid within sixty days
after the first business day of each succeeding calendar year until the entire
amount credited to the Participant's deferred account shall have been paid.
During such time as amounts credited to a Participant under the Plan continue to
be held for the Participant or the Participant's Beneficiary, such amounts shall
continue to share in appreciation and/or depreciation in accordance with the
Participant's investment elections and may be charged administrative expenses as
provided in Section 4.2.

(b) The form and frequency of distribution being made from a Prior Plan at the
effective date of Plan merger will continue in effect provided that such
distribution is administratively feasible under the Plan and further provided
that the payment amount is determined in a manner approved by the Plan
Administrator pursuant to Section 3.3 of this Plan.

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Section 3.3 - Cash Payments; Determination of Amount
----------------------------------------------------

All distributions shall be made in the form of cash. Subject to Section 3.2, the
amount to be distributed shall be determined based on the fair market value of
the balance credited to the Participant's account as of the close of business on
the last day of the calendar month immediately preceding distribution or such
later valuation date immediately preceding the date of distribution if the
accounts are valued more frequently than monthly (i.e., daily), or in such other
manner as is approved by the Plan Administrator for Prior Plan payments.

Section 3.4 - Payments in the Event of a Participant's Death
------------------------------------------------------------

In the event a Participant dies before payments from the Participant's account
have commenced or after such payments have commenced but before the entire
amount credited to the Participant's account has been paid, all amounts credited
to the Participant's account at the time of the Participant's death, together
with accumulated earnings thereon net of charges for administrative expenses,
shall be paid either to (i) the Beneficiary or Beneficiaries described in
Section 3.8 or (ii) the Assignee as described in Section 3.10, in a lump sum
payment as soon as administratively feasible after the Plan Administrator is
notified of the Participant's death unless the Participant has indicated on any
Beneficiary or Assignee designation forms an alternate manner of payment which
is permitted by the Plan Administrator.

Section 3.5 - Vesting
---------------------

Each Participant is immediately one hundred percent (100%) vested in all amounts
credited to his or her account and any earnings thereon.

Section 3.6 - Acceleration of Benefits for Unforeseen Emergencies
----------------------------------------------------------------

The Plan Administrator, with the approval of the Chief Executive Officer of the
Company, may accelerate the payment of any amounts held in any Participant's
account in the case of unforeseeable emergencies. An "unforeseeable emergency"
is a severe financial hardship to the Participant or Beneficiary resulting from
a sudden and unexpected illness or accident of the Participant or dependent of
the Participant, loss of Participant's property due to casualty, or other
similar extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Participant. The circumstances which will
constitute an "unforeseeable emergency" will depend upon the facts of each case,
but in any case, payment will not be made to the extent that such hardship is or
may be relieved: (i) through reimbursement or compensation by insurance or
otherwise; (ii) by liquidation of the Participant's assets, to the extent the
liquidation of such assets would not itself cause severe financial hardships; or
(iii) by cessation of deferrals under the Plan. "Unforeseeable emergency" will
not include the need to send the Participant's child to college or the desire to
purchase a home. Any early distributions made under this Section 3.6 will only
be permitted to the extent reasonably needed to satisfy the emergency needs.

No distribution or payment shall be allowed hereunder unless, in the judgment of
the Plan Administrator or its appointees, such distribution or payment will not
constitute a Discretionary Transaction under Securities and Exchange Commission
Rule 16b-3 which will subject the Participant to potential liability under
Section 16(b) of the Exchange Act or jeopardize or make less likely the ability
to properly account for a transaction in which the Company is participating and
which the Company wishes to account for as a "pooling of interests."

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Section 3.7 - Withholding and Deductions
----------------------------------------

All benefit payments made under the Plan to any Participant or Beneficiary shall
be subject to such withholding and other deductions as shall at the time of such
payment be required under any income tax or other law, whether of the United
States or any other jurisdiction, and delivery to the Plan Administrator of all
necessary documents. To the extent that the Company is required to withhold any
current taxes at the time of deferral of Director's Fees, the deferral amount
shall be reduced by the required taxes. Determination by the Plan Administrator
as to withholding shall be binding on the Participant and applicable Assignee or
Beneficiary(ies).

Section 3.8 - Beneficiary Designation
-------------------------------------

Each Participant who has a deferred account hereunder and who has not assigned
benefits hereunder may from time to time designate a Beneficiary(ies) to receive
the amounts credited to the Participant's account in the event of the
Participant's death prior to the time the account is distributed to the
Participant. Such designation shall be made pursuant to the procedures
established by the Plan Administrator and in a form satisfactory to the Plan
Administrator. Each proper designation of a Beneficiary shall revoke all
previous Beneficiary designations. The revocation of a Beneficiary designation,
no matter how effected, shall not require the consent of or notice to any
designated Beneficiary.

If any Participant fails to designate a Beneficiary in the manner provided
above, or if any Participant is not survived by such Beneficiary(ies), the
Participant's account shall be paid, pursuant to Section 3.4, to the
Participant's estate.

If any Participant who designates an Assignee also designates a Beneficiary or
Beneficiaries in the manner provided above, such designation of an Assignee
shall be null and void and shall have no effect until such time as the
designation of Beneficiary or Beneficiaries is revoked and such revocation is
accepted and acknowledged in writing by the Plan Administrator. A determination
to accept or reject such revocation shall be at the sole discretion of the Plan
Administrator and the Plan Administrator shall not be obligated to accept such
revocation of Beneficiary(ies).

Section 3.9 - Rights to Benefits
--------------------------------

Nothing contained in this Plan is intended to give or shall give any spouse,
former spouse or Beneficiary of a Participant or any other person any right to
benefits under this Plan by virtue of Internal Revenue Code Sections 401(a)(11)
and 417 (relating to qualified pre-retirement survivor annuities and qualified
joint and survivor annuities) or Internal Revenue Code Sections 401(a)(13)(B)
and 414(p) (relating to qualified domestic relations orders) as amended.

Section 3.10 - Assignment of Benefits
-------------------------------------

Each Participant who is or was a Statutory Director who has a deferred account
hereunder may designate an Assignee as the party entitled to receive (i)
distributions in lieu of that Participant and/or (ii) any death benefit which
may be payable under this Plan upon the death of said Participant. Such
designation of Assignee shall be made pursuant to the procedures established by
the Plan Administrator and in a

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form satisfactory to the Plan Administrator. Each proper designation of an
Assignee shall revoke all previous Assignee designations. The revocation of an
Assignee, no matter how effected, shall not require the consent of or notice to
any previously designated Assignee.


                                   ARTICLE IV
                                 ADMINISTRATION

Section 4.1 - Administrative Powers and Duties
----------------------------------------------

The Plan Administrator shall be responsible for the general operation and
administration of the Plan and for carrying out the provisions thereof. The
Chief Executive Officer of the Company may, in his discretion, appoint an
employee or employees or an administrative committee in writing to administer
the provisions of this Plan. The decision of the Plan Administrator with respect
to any questions arising as to the administration or interpretation of this
Plan, including the discontinuance of any or all of the provisions thereof,
shall be final, conclusive, and binding. If the Plan is administered by a
committee, such committee may act by a majority of its members by a vote at a
meeting, or in writing, without a meeting, signed by all the members of the
committee.

Section 4.2 - Expenses
----------------------

Any cost or expense of administering the Plan shall be paid by the Company
and/or participating Related Companies. Notwithstanding the above, the Plan
Administrator may charge each Participant's account with the amount of
reasonable administrative expenses it determines, in its sole discretion, for
the cost of administering the Plan. Any such charges shall reduce the earnings
credited to the Participant's account and shall be applied in a uniform and
non-discriminatory manner.

Section 4.3 - Records
---------------------

The Plan Administrator shall keep such records of such information, as shall be
proper, necessary or desirable to effectuate the purposes of the Plan, including
without in any manner limiting the generality of the foregoing, records and
information with respect to deferral elections, Participant accounts, dates of
employment and termination and determinations made hereunder. To the extent that
the Plan Administrator shall prescribe forms for use by the Participants and
their Beneficiaries or Assignee in communicating with the Plan Administrator and
shall establish periods during which communications may be received, the Plan
Administrator shall be protected in disregarding any notice or communication for
which a form shall so have been prescribed and which shall not be made in such
form and any notice or communication for the receipt of which a period shall so
have been established and which shall not be received during such period. The
Company, the Plan Administrator and the Appeals Committee shall respectively
also be protected in acting upon any notice or other communication purporting to
be signed by any person and reasonably believed to be genuine and accurate,
including the Participant's current mailing address.

Section 4.4 - Determinations
----------------------------

All determinations hereunder made by the Plan Administrator or the Appeals
Committee shall be made in the sole and absolute discretion of the Plan
Administrator or Appeals Committee, as the case may be.

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Section 4.5 - Claims Procedures
-------------------------------

The Plan Administrator shall have discretion regarding benefit determinations.
If required by the Plan Administrator, any person entitled to benefits hereunder
must file a claim with the Plan Administrator upon forms furnished by the Plan
Administrator. Notwithstanding any other provision of this Plan, payment of
benefits need not be made until receipt of the claim and the expiration of the
time periods specified in this Section 4.5 for rendering a decision on the
claim. In the event a claim is denied, benefits need not be made or commence
until a final decision is reached by the Appeals Committee subject to the
provisions of Section 4.6.

The Plan Administrator shall notify the claimant of its decision within ninety
(90) days after receipt of the claim. However, if special circumstances require,
the Plan Administrator may defer action on a claim for benefits for an
additional period not to exceed ninety (90) days, and in that case it shall
notify the claimant of the special circumstances involved and the time by which
it expects to render a decision.

If the Plan Administrator determines that any benefits claimed should be denied,
it shall give notice to the claimant setting forth the specific reason or
reasons for the denial and provide a specific reference to the Plan provisions
on which the denial is based. The Plan Administrator shall also describe any
additional information necessary for the claimant to perfect the claim and
explain why the information is necessary. Such claimant shall be entitled to
full and fair review by the Appeals Committee of the denial.

Section 4.6 - Appeal and Review Procedure
-----------------------------------------

If a claim has been denied by the Plan Administrator, the claimant shall have
sixty (60) days after receipt of the denial in which to file a notice of appeal
with the Plan Administrator. A final determination by the Appeals Committee
shall be rendered within sixty (60) days after the receipt of the claimant's
notice of appeal. Under special circumstances such determination may be delayed
for an additional period not to exceed sixty (60) days, in which case the
claimant shall be notified of the delay prior to the close of the initial sixty
(60) day period. The Appeals Committee's final decision shall set forth the
reasons and the references to the Plan provisions on which it is based.

Section 4.7 - Facility of Payment
---------------------------------

Whenever a person entitled under the Plan to receive any payment of a benefit,
or installment thereof, is under a legal disability or incapacity or is in any
way unable to manage his financial affairs, the Plan Administrator may, in its
discretion, direct payments on behalf of such person to be made to the
incapacitated person's legal representative, custodian, relative, or other such
individual(s) as is (are) known by the Plan Administrator to be assisting such
person. Such decision by the Plan Administrator shall be made after consultation
with those persons, if any, which may include legal counsel and/or medical
personnel, which the Plan Administrator in its sole discretion determines are
necessary in order to make such decision. Any payment of a benefit or
installment thereof in accordance with the provision of this Section 4.7 shall
be a complete discharge of any liability relating to the making of or
entitlement to such payment under the provisions of the Plan.

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Section 4.8 - Action by the Company
-----------------------------------

Any action by the Company under this Plan may be by resolution of its Board, or
alternatively, by the Committee, or by any person or persons, duly authorized by
resolution of said Board to take such action.

Section 4.9 - Exemption from Liability/Indemnification
------------------------------------------------------

The members of the Appeals Committee and the persons acting on behalf of the
Plan Administrator, shall be free from all liability, joint or several, for
their acts, omissions, and conduct, for the acts, omissions and conduct of their
duly appointed agents, in the administration of the Plan, except for those acts
or omissions and conduct resulting from willful misconduct or lack of good
faith.

The Company shall indemnify each member of the Appeals Committee, the persons
acting on behalf of the Plan Administrator and any other employee, officer or
director of the Company or Related Company against any claims, loss, damage,
expense and liability, by insurance or otherwise, reasonably incurred by the
individual in connection with any action or failure to act by reason of
membership on the Appeals Committee or performance of an authorized duty or
responsibility for or on behalf of the Company pursuant to the Plan unless the
same is judicially determined to be the result of the individual's gross
negligence or willful misconduct. Such indemnification by the Company shall be
made only to the extent such expense or liability is not payable to or on behalf
of such person under any liability insurance coverage. The foregoing right to
indemnification shall be in addition to any other rights to which such person
may be entitled as a matter of law.

Section 4.10 - Nonassignability
-------------------------------

Except as set forth at Section 3.10 with respect to Participants who are
Statutory Directors, no right or benefit under the Plan shall be subject to
anticipation, alienation, sale, assignment, pledge, encumbrance or charge, and
any attempt to anticipate, alienate, assign, sell, pledge, encumber or charge
the same shall be void.

The Plan shall not in any manner be liable for or subject to the debts,
contracts, liabilities, engagements or torts of any person entitled to benefits
hereunder.


                                    ARTICLE V
                            AMENDMENT OR TERMINATION


Section 5.1 - Amendment or Termination
--------------------------------------

The Company, through action of the Board, or alternatively, the Committee, may
amend or terminate this Plan at any time. In the event of a termination, the
Company in its sole discretion may accelerate payment of Plan benefits to those
Participants participating in the Plan on the date of such termination, to the
extent such benefits would otherwise be payable as defined in Section 3.1
determined on the basis that each Participant's presumed termination date was
the date the Plan was terminated.

                                       12
<PAGE>   13
Section 5.2 - Change of Control
-------------------------------

The Plan shall not be automatically terminated upon a Change of Control if,
following the Change of Control, the Company, its successor or purchaser is
obligated to pay, or continue to pay, Plan benefits to those Participants
participating in the Plan on the date of such Change of Control, to the extent
such benefits would be otherwise payable as defined in Section 3.1.


                                   ARTICLE VI
                               GENERAL PROVISIONS

Section 6.1 - Offset to Benefits
--------------------------------

Notwithstanding any provisions of the Plan to the contrary, the Company may, at
the time of distribution in its sole and absolute discretion, enforce the right
to offset against any amounts to be paid to a Participant under the Plan against
any debt of the Participant which has been reduced to judgment in favor of the
Company.

Section 6.2 - Construction
--------------------------

In the construction of the Plan, the masculine shall include the feminine and
the singular the plural where such meanings would be appropriate.

Section 6.3 - Controlling Law
-----------------------------

The laws of the State of Ohio shall be controlling in all matters relating to
the Plan and shall apply to the extent that it is not preempted by the laws of
the United States of America.

Section 6.4 - Effect of Invalid Provisions
------------------------------------------

If any provision of this Plan is held invalid or unenforceable for any reason,
such invalidity or unenforceability shall not effect any provision hereof, and
the remaining provisions of this Plan shall be construed and enforced as if such
provisions had not been included.

                                       13
<PAGE>   14
<TABLE>
SCHEDULE A

                                     BANC ONE CORPORATION

                             DIRECTORS DEFERRED COMPENSATION PLAN


                       SPECIAL PROVISIONS RELATING TO PRIOR PLAN MERGERS
<CAPTION>
MERGER DATE           PLAN NAME/SPONSOR                                    SPECIAL PROVISIONS
-----------           -----------------                                    ------------------
<S>                   <C>                                                  <C>
November 1, 1997      Deferred Compensation Plan - Board Of Directors      None
                      The Metropolitan Bank of Lima, Ohio


December 2, 1997      Euclid National Bank Directors Deferred              None
                      Compensation Plan
</TABLE>

                                       14