<PAGE>   1
                                                                    EXHIBIT 10.5
                                                                    ------------


                              AMENDED AND RESTATED
                              BANC ONE CORPORATION
                           COMPENSATION DEFERRAL PLAN


                                     PURPOSE
                                     -------

The purpose of the BANC ONE CORPORATION Compensation Deferral Plan (the "Plan")
is to provide a means by which eligible Participants of the BANC ONE CORPORATION
Performance Improvement Plan or any specialized incentive compensation plan
designated by the Board of Directors or Plan Administrator may defer incentive
or base salary compensation.

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

This Plan was originally effective as of January 1, 1982. It was restated
effective October 1, 1994 and October 1, 1996 and October 1, 1997. This amended
and restated version of the Plan is effective May 1, 1998 unless otherwise
specifically indicated in provisions throughout the Plan.


                                    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 employee, Participant, or Beneficiary benefit claims under the Plan,
provided that with respect to denied claims of an executive officer 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 - Automatic Deferral Award
--------------------------------------

An award, specified as a deferred award, made from time to time under the Plan
by the Company and set forth in Schedule C, as annexed hereto and made a part
hereof, which will be payable to the Participant in future years upon the
satisfaction of conditions and requirements with respect thereto. The terms and
conditions of each such award shall be annexed hereto and made a part of
Schedule C.

Section 1.3 - Base Salary
-------------------------

The employee's annual base salary or wage rate with the Company or a Related
Company in effect any given point in time, prior to the application of any
salary deferrals to qualified or non-qualified plans sponsored by the Company or
a Related Company.

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Section 1.4 - 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.

Section 1.5 - Board
-------------------

The Board of Directors of the Company.

Section 1.6 - 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 1.6; 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

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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

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

Section 1.7 - 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 1.8 - Company
---------------------

BANC ONE CORPORATION.

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

The Securities Exchange Act of 1934, as amended.

Section 1.10 - Incentive Compensation
-------------------------------------

The monetary award given to an employee under an Incentive Plan.

Section 1.11 - Incentive Plan
-----------------------------

The BANC ONE CORPORATION Performance Improvement Plan(s) or any specialized
incentive compensation plan designated by the Board of Directors and as set
forth on Schedule A attached hereto and made a part hereof.

Section 1.12 - 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 1.13 - Participant
--------------------------

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

(b) An officer who receives or has received an Automatic Deferral Award, or

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

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Section 1.14 - Plan Administrator
---------------------------------

BANC ONE CORPORATION.

Section 1.15 - Plan Year
------------------------

The twelve (12) month period commencing on January 1 and ending the following
December 31.

Section 1.16 - Prior Plan
-------------------------

Any base salary or incentive compensation deferral 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
D which is made a part hereof.

Section 1.17 - 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 1.18 - Shares
---------------------

Common shares of BANC ONE CORPORATION, or any successor thereto.

                                   ARTICLE II
                                  PARTICIPATION

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

Any officer of the Company (a) who is designated by the Plan Administrator as a
participant in one or more Incentive Plans and (b) who is awarded compensation
under one or more Incentive Plans, or (c) who receives an Automatic Deferral
Award. In addition, such officer must also satisfy the following requirements
for purposes of deferring Incentive Compensation and/or Base Salary
Compensation, respectively: (a) for Incentive Compensation, Base Salary as of
December 31 of the preceding calendar year which equals or exceeds One Hundred
Twenty Five Thousand Dollars ($125,000), as indexed from time to time by the
Company and/or (b) for Base Salary Deferrals, Base Salary as of December 31 of
the preceding calendar year which equals or exceeds One Hundred Fifty Thousand
Dollars ($150,000) or such other limit as is in effect and adjusted from time to
time pursuant to Internal Revenue Code Section 401(a)(17); provided, however,
that with respect to any newly employed officer who was hired after December 31,
such Base Salary requirements applicable to the year of hire shall apply to the
Base Salary in effect and as of such officer's date of hire. The Plan
Administrator shall notify officers as to their eligibility to participate in
either or both of the deferral provisions under this Plan.

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

An individual 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.

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Each person 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 and Automatic Deferral Awards
-------------------------------------------------------------

(a) Deferral of Annual Incentive Compensation. With respect to elections made
for calendar years prior to 1999 under Incentive Plans which make compensation
awards annually or less frequently than annually, a Participant may elect, on or
before December 31 of any calendar year, to authorize the Company to deduct and
withhold payment of any portion of his Incentive Compensation which he will earn
during the calendar year for which such election applies and for all succeeding
calendar years. Commencing for calendar years after 1998, such election must be
made on or before the date such award amount is determined, as provided by the
Plan Administrator, but not later than August 1st of the calendar year preceding
the year in which the award is made. Any such election shall remain in effect
until the earlier of the following events: (i) the Participant terminates his
election pursuant to Subsection 2.3(g) of this Plan, or (ii) the Participant
ceases to be an employee of the Company or a Related Company.

(b) Deferral of Incentive Compensation Awarded More Frequently than Annually.
With respect to Incentive Plans which award compensation more frequently than
annually, a Participant may elect on or before December 31 of any calendar year,
to authorize the Company to deduct and withhold payment of any portion of his
Incentive Compensation which he will earn during the calendar year for which
such election applies and for all succeeding calendar years; provided such
deferral may be limited by the Company to apply only to specified (which may be
less than all) payments of Incentive Compensation earned by the Participant
during the year as set forth on the attached Schedule B which is made a part
hereof. Commencing for calendar years after 1998, such election must be made on
or before the date such award amount is determined, as provided by the Plan
Administrator, but not later than August 1st of the calendar year preceding the
year in which the award is made. Any such election shall remain in effect until
the earlier of the following events: (i) the Participant terminates his election
pursuant to Subsection 2.3(g) of this Plan, or (ii) the Participant ceases to be
an employee of the Company or a Related Company.

(c) Deferral of Base Salary Compensation. A Participant eligible to defer Base
Salary, may elect on or before December 31 of any calendar year, to authorize
the Company to deduct and withhold any portion of his Base Salary which he will
earn during the calendar year for which the election applies and for all
succeeding calendar years. The maximum amount which may be deferred under this
provision equals the amount by which the Participant's rate of Base Salary pay
(when annualized) exceeds $150,000 (or such other amount as in effect from time
to time pursuant to Internal Revenue Code Section 401(a)(17)). This subparagraph
(c) is effective December 31, 1996. Any such election shall remain in effect
until the earlier of the following events: (1) the Participant terminates his
election pursuant to Subsection 2.3(g) of this Plan, or (ii) the Participant
ceases to be an employee of the Company or a Related Company.

(d) Deferrals Pursuant to Company Stock Incentive Plan(s). To the extent that
the Committee has approved deferral of restricted stock or proceeds from stock
option exercises, an employee who has elected such deferral pursuant to the
terms and conditions established for such deferrals under long term stock
incentive plan(s) designated by the Company, will become a Participant upon the

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effective date of the deferral and such deferral will automatically be held
pursuant to the terms of this Plan.

(e) Newly Eligible Officers. If an officer of the Company first becomes eligible
to participate in the Plan during a given calendar year, such officer may elect
to participate in the Plan and to defer his Incentive Compensation and Base
Salary compensation which he will receive or will earn, but has not yet
received, during the remainder of such calendar year and for all succeeding
calendar years, if he makes such election within thirty (30) days of becoming
eligible to participate in the Plan. Such election shall be made in accordance
with Subsections 2.2(a), (b) and (c) as applicable.

(f) Minimum Amounts. The minimum amount of such Compensation which may be
deferred under subparagraphs (a) and (b) is Five Thousand Dollars ($5,000).

(g) Timeliness of Election. 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 Participant who is eligible
to participate in this Plan fails to file (or fails to timely file) the forms(s)
or take any action required by the Plan Administrator to participate in this
Plan for a given Plan year, such person shall not be permitted to participate in
this Plan until the next open enrollment period applicable for the next calendar
year.

(h) Termination of Election. A Participant may terminate the election to defer
payment of Base Salary or Incentive Compensation 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
compensation payable for subsequent calendar years. 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.

(i) Automatic Deferral Awards. If a Participant is awarded an Automatic Deferral
Award, no election of or approval by the Participant shall be required with
respect thereto and such award will automatically be held pursuant to the terms
of this Plan and such award.

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

Incentive Compensation and Base Salary deferred at the election of a Participant
and Automatic Deferrals 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. Except
with respect to any award for which Participant election is not applicable, each
Participant who chooses to participate in this Plan shall elect, on the form(s)
and in the manner prescribed by the Plan Administrator, to direct the investment
of his account in any of the alternative investment funds established by the
Board from time to time. With the exception of Automatic Deferral Awards which
specify the investment method, in the absence of an investment election made by
the Participant, all new deferrals and previously deferred funds for which the
selected investment fund has been eliminated by the Committee will be invested a
money market account. Participants may change their investment decisions in the
manner permitted by the Plan Administrator which shall be no less frequently
than quarterly. The Plan Administrator may, in its discretion, disregard the
investment directions of participants at any time and from time to time.

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Any Participant, including an Insider, shall be permitted to elect to invest all
or any portion of the deferral amount to which such election applies in BANC ONE
CORPORATION capital stock as one of the investment options under the Plan.
However, no prior deferral amounts, or any part thereof, may be transferred by
an Insider into or out of capital stock of the Company without the express
approval of the Plan Administrator or the person(s) designated to administer the
Plan pursuant to Section 4.1 hereof. Such approval will be allowed when, in the
judgment of the Plan Administrator or such appointed person(s), such a 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 Securities and Exchange Act of
1934; or (ii) subject such person or the Company to potential liability under
other Securities and Exchange Commission rules; or (iii) 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 2.5 - 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 2.6 - 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.

Section 2.7 - Exchange of Accounts for Options
----------------------------------------------

Subject to Committee approval, a Participant may be provided the opportunity to
surrender any or all of his accounts under the Plan in exchange for options
under the BANC ONE CORPORATION Investment Option Plan. The Participant's
account(s) shall be valued for such purpose as of the day before the effective
date of the exchange. The opportunity to make such surrender and exchange shall
be made pursuant to the terms and conditions set forth by the Plan Administrator
and as approved by the Committee.

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<PAGE>   8
                                   ARTICLE III
                                  DISTRIBUTIONS

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

Amounts credited to a Participant under the Plan and which are eligible for
distribution shall be distributed as soon as administratively feasible as
follows:

(a) On or after January 1st on or following the later of (i) the Participant's
retirement or termination of employment from the Company and (ii) the date the
Participant is no longer a statutory director, an emeritus director, an advisory
board member, or an honorary director of the Company or a Related Company;

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

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

(d) Upon 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 Distributions
-----------------------------------

(a) Amounts credited to a Participant under the Plan which are eligible for
distribution 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
payment election shall continue in effect until the Participant elects a
different form of payment. All such elections must be made at least six (6)
months prior to the date of distribution. All distributions shall be made in
cash, except to the extent that amounts credited to the Plan

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<PAGE>   9
pursuant to Sections 2.3(e) and (i) are required to be distributed as shares of
Company common stock. The Participant's election regarding form of payment only
applies to those Participants who terminate employment due to retirement or
disability. If a Participant terminates employment for any other reason or if a
Participant fails to make such an election with respect to the amounts credited
to his account, such amount shall be paid in a lump sum.

(b) 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 as soon as administratively feasible 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 shall be charged administrative expenses as provided in
Section 4.2.

(c) Any Automatic Deferral Award or other special or incentive compensation held
under the Plan which, pursuant to the terms of such award, is subject to vesting
or the satisfaction of other conditions or requirements as specified in Schedule
C, shall not be eligible for distribution to the Participant pursuant to the
terms of this Article III until such vesting or other conditions have been
satisfied. Until such vesting or other conditions or requirements have been
satisfied pursuant to the terms of the applicable award, such award or the
proceeds thereof, in whatever form or fund invested, shall be subject to
forfeiture to the Company.

(d) 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, in the sole discretion of the Plan Administrator, deemed to be
reasonably 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.

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

All distributions to Participants shall be made in the form of cash, with
exception of those portions of the Participant's account which are invested in
common stock of the Company and which can or must be distributed in kind as
provided in Schedule C. Subject to Section 3.2, the amount to be distributed
shall be determined based on the fair market value of the balance eligible for
distribution credited to the Participant's account as of the close of business
on 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 which are eligible for distribution at the time of
the Participant's death, together with accumulated earnings thereon net of

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<PAGE>   10
charges for administrative expenses, shall be paid to the Beneficiary or
Beneficiaries described in Section 3.8, below, 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
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 account and any earnings thereon, except for those portions
which remain subject to the satisfaction of vesting or other requirements.

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

The Plan Administrator, with the approval of the Chief Executive Officer of the
Company, may accelerate the payment of any vested amounts eligible for
distribution 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 a "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: (a)
Through reimbursement or compensation by insurance or otherwise; (b) By
liquidation of the Participant's assets, to the extent the liquidation of such
assets would not itself cause severe financial hardships; or (c) 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".

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

All benefit payments made under the Plan to any Participant or Beneficiary shall
be subject to allocable withholding and to such 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 Incentive
Compensation, the deferral amount shall be reduced by the required taxes.
Determinations by the Plan Administrator as to withholding shall be binding on
the Participant and applicable Beneficiary(ies).

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<PAGE>   11
Section 3.8 - Beneficiary Designation
-------------------------------------

Each Participant who has a deferred account hereunder may from time to time
designate a Beneficiary(ies) to receive the amounts credited to the
Participant's account and eligible for distribution in the event of the
Participant's death prior to the time such 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 Beneficiary will 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), that part
of the Participant's account eligible for distribution shall be paid as follows:

(a) If the Participant is married, to the Participant's spouse;

(b) If the Participant is unmarried, to the Participant's estate.

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.


                                   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 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 this Plan. Any such charges shall reduce the earnings

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<PAGE>   12
credited to the Participant's account and shall be applied in a uniform and
nondiscriminatory 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 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.

Section 4.5 - Claims Procedure
------------------------------

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.

                                       12
<PAGE>   13
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 Plan Administrator
shall be rendered within sixty (60) days after 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 his sole discretion determines are
necessary in order to make such decision. Any payment of a benefit or
installment thereof in accordance with the provisions 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.

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, and 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 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 any such person may be entitled as a
matter of law.

                                       13
<PAGE>   14
Section 4.10 - Non-Assignability
--------------------------------

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 be otherwise 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.

Section 5.2 - Transfer Between Related Companies
------------------------------------------------

In the event that a Participant's employment is transferred from the Company or
a Related Company to another Related Company or from a Related Company to the
Company, the transfer shall not adversely affect the administration of amounts
then credited to the Plan account(s) of such Participant on or as of the date of
transfer.

Section 5.3 - 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.

                                       14
<PAGE>   15
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 be controlling state law 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 provisions hereof, and
the remaining provisions of this Plan shall be construed and enforced as if such
provisions had not been included.

Section 6.5 - ERISA Status
--------------------------

This Plan shall constitute a plan which is unfunded and which maintained
primarily for the purpose of providing deferred compensation benefits for a
select group of management or highly compensated employees within the meaning of
Sections 202, 301, and 401 of ERISA and the ERISA reporting and disclosure
regulations.

                                       15
<PAGE>   16
SCHEDULE A



                        BANC ONE CORPORATION COMPENSATION
                                  DEFERRAL PLAN


1.       BANC ONE CORPORATION Performance Improvement Plans (PIP) (formerly
         known as the BANC ONE CORPORATION Key Management Incentive Compensation
         Plan).

2.       Banc One Capital Corporation Annual Incentive Plan

3.       BANC ONE CORPORATION EVA Plan(s)

4.       Banc One Investment Management Group Institutional Asset Management
         Incentive Plan

5.       Banc One Investment Management Group Institutional Sales Executive
         Incentive Plan

6.       Revised and Restated BANC ONE CORPORATION 1995 Stock Incentive Plan

                                       16
<PAGE>   17
SCHEDULE B


                        BANC ONE CORPORATION COMPENSATION
                                  DEFERRAL PLAN


1.       Banc One Capital Corporation Quarterly Incentive Plan (4th quarter
         payment only)

2.       Banc One Capital Corporation Semi-Annual Incentive Plan (second portion
         of semi-annual payment only)

                                       17
<PAGE>   18
SCHEDULE C


                        BANC ONE CORPORATION COMPENSATION
                                  DEFERRAL PLAN

            SPECIAL PROVISIONS RELATING TO AUTOMATIC DEFERRAL AWARDS


SECTION 1 - SPECIAL RECOGNITION AWARDS GRANTED OCTOBER 22, 1997
---------------------------------------------------------------

On October 22, 1997, BANC ONE CORPORATION ("BANC ONE") granted "Special
Recognition Awards" ("Awards") to 11 executive officers to recognize the role
and contribution of BANC ONE's line-of-business CEOs and to reward extraordinary
contributions made to BANC ONE's restructuring efforts. The amount of each Award
was determined in accordance with criteria approved by BANC ONE's Board of
Directors. The Awards, based upon initial cash amounts, were made in the form of
BANC ONE stock units and are held in the recipient's account in the BANC ONE
CORPORATION Compensation Deferral Plan (the "Plan"). The value of the stock
units will reflect both changes in the price of BANC ONE common stock and
accrued dividends thereon. All Awards shall vest on the earlier of October 22,
2000 or the death or disability of the participant (assuming, in each case, that
the participant is employed by BANC ONE on such date), except in the case of an
Award granted to one participant which was fully vested as of the date it was
granted. Upon vesting, a participant may exchange his BANC ONE stock units into
any of the other investment options available to such participant under the
Plan. A participant will be entitled to a distribution of the cash value of his
vested Award under the terms and conditions set forth in the Plan.

SECTION 2 - SPECIAL RECOGNITION AWARDS GRANTED APRIL 21, 1998
-------------------------------------------------------------

On April 21, 1998, BANC ONE CORPORATION ("BANC ONE") granted "Special
Recognition Awards" ("Awards") to 2 executive officers to reward extraordinary
contributions made to BANC ONE's restructuring efforts and to provide
competitive compensation while maximizing shareholder return by minimizing
corporate tax expense under Internal Revenue Code Section 162(m). The amount of
each Award was determined in accordance with criteria approved by BANC ONE's
Board of Directors. The Awards, based upon initial cash amounts, are held in the
recipient's account in the BANC ONE CORPORATION Compensation Deferral Plan (the
"Plan") and invested in accordance with the participant's elections made
pursuant to the Plan, with the exception that the Awards may not be invested in
the BANC ONE Stock Fund. The Awards shall vest on the earlier of April 21, 2001
or upon termination of employment due to the death or total and permanent
disability of the participant (assuming, in each case, that the participant is
employed by BANC ONE on such date). A participant will be entitled to a
distribution of the cash value of his vested Award under the terms and
conditions set forth in the Plan.

                                       18
<PAGE>   19
SCHEDULE D


<TABLE>
                                  BANC ONE CORPORATION COMPENSATION
                                            DEFERRAL PLAN

                          SPECIAL PROVISIONS RELATING TO PRIOR PLAN MERGERS

<CAPTION>
MERGER DATE        PLAN NAME/SPONSOR                                 SPECIAL PROVISIONS
-----------        -----------------                                 ------------------
<S>                <C>                                               <C>
March 13, 1998     Metropolitan Bancorp Deferred Incentive           Participants terminating
                   Incentive Compensation Plan                       employment prior to the merger
                                                                     date may elect installment
                                                                     payments under the Plan.

March 13, 1998     Metropolitan Bancorp, Inc. Excess Savings Plan             None

March 13, 1998     Metropolitan Bancorp, Inc. Special                         None
                   Deferral Agreement

March 13, 1998     Liberty National Bancorp, Inc. Amended and                 None
                   Restated Management Compensation Plan.
</TABLE>

                                       19