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                                                                   Exhibit 10.22

                             AMENDED AND RESTATED
                 FISHER COMMUNICATIONS INCENTIVE PLAN OF 1995


1.   Purpose

     The purpose of the Plan is to provide selected eligible key employees of
     Fisher Communications, Inc. ("Company") or any present or future subsidiary
     of the Company with an inducement to remain in the employ of the Company
     and to participate in the ownership of the Company, and with added
     incentives to advance the interests of the Company and increase the value
     of the Company's common stock.

2.   Definitions

     (a)  "Code" shall mean the Internal Revenue Code of 1986, as amended.

     (b)  "Committee" shall mean the committee described in Section 3 hereof and
          selected by the Company's Board of Directors to administer the Plan.

     (c)  "Disability shall mean that the person has been classified as disabled
          pursuant to any disability plan maintained by the Company, or in the
          absence of such classification, as determined by the Committee in its
          sole discretion.

     (d)  "Nonemployee Director" has the meaning set forth in Rule 16b-3 under
          the Securities Exchange Act of 1934, as amended.

     (e)  "Option" means any incentive stock option or non-statutory stock
          option granted hereunder.

     (f)  "Right" means any restricted stock right or performance stock right
          granted hereunder.

     (g)  "Subsidiary" as used in the Plan shall mean any corporation in an
          unbroken chain of corporations beginning with the Company if each of
          the corporations other than the last corporation in the broken chain
          owns stock possessing 50% or more of the total combined voting power
          of all classes of stock in one of the other corporations in such
          chain.

3.   Administration

     (a)  The Plan shall be administered by a Committee appointed by the Board
          of Directors and shall consist of not less than three (3) members of
          the Board of Directors, all of whom shall be Nonemployee Directors.

     (b)  Subject to the terms of the Plan, the Committee shall have full and
          final authority to determine the persons who are to be granted Options
          and Rights under the Plan and the number of shares subject to each
          Option and Right, the Option price, the form, terms and conditions,
          including but not limited to any target stock prices or any
          performance goals

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          of the Options, whether the Options granted shall be incentive stock
          options or non- statutory stock options, or both, the time or times
          when each Option becomes exercisable, the duration of the exercise
          period and the terms and conditions of all Rights granted hereunder,
          and to make such other determinations as may be appropriate or
          necessary for the administration of the Plan.

     (c)  In connection with any termination of employment, the Committee shall
          have the specific authority to accelerate the vesting of any Rights
          and/or Options hereunder, and to waive the three (3) month limitation
          in Section 13(a).

     (d)  The Committee shall select one (1) of its members as the Chairman, and
          shall hold its meetings at such times and places as it shall deem
          advisable. At least one-half of its members shall constitute a quorum
          for the conduct of business, and any decision or determination
          approved by a majority of members present at any meeting in which a
          quorum exists shall be deemed to have been made by the Committee. In
          addition, any decision or determination reduced to writing and signed
          by all of the members shall be deemed to have been made by the
          Committee. The Committee may appoint a Secretary, shall keep minutes
          of its meetings, and may make such rules and regulations for the
          conduct of its business and for the carrying out of the Plan as it
          shall deem appropriate.

     (e)  The interpretation and construction by the Committee of any provisions
          of the Plan and of the Options and Rights granted thereunder shall be
          final and conclusive on all persons having any interest thereunder.

4.   Shares Subject to Plan

     (a)  Subject to the provisions of Section 18 (relating to adjustment due to
          changes in capital structure), the number of shares of stock which may
          be issued and sold pursuant to Options and Rights granted under the
          Plan shall not exceed Five Hundred Sixty Thousand (560,000) shares of
          the Company's common stock .

     (b)  If any Options or Rights granted under the Plan shall terminate or
          expire without having been exercised in full, the stock not purchased
          or acquired under such Options or Rights shall be available again for
          the purposes of the Plan; provided, however, that for purposes of
          Section 4(c), any such shares shall be counted in accordance with the
          requirements of Section 162(m) of the Code.

     (c)  Subject to the provisions of Section 18 (relating to adjustments due
          to changes in capital structure), the maximum number of shares with
          respect to which options may be granted under the Plan to any
          individual during any calendar year is Sixty Thousand (60,000) shares,
          such limitations to be applied in a manner consistent with the
          requirements of, and only to the extent required for compliance with,
          the exclusion from the limitation on deductibility of compensation
          under Section 162(m) of the Code.

5.   Eligibility

     (a)  Options and Rights may be granted only to salaried key management
          employees of the Company or a Subsidiary (including officers and
          directors who are also salaried

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          employees) who, in the judgment of the Committee, will perform
          services of special importance in the management, operation and
          development of the business of the Company or the businesses of one or
          more of its Subsidiaries, provided:

          (i)   The Option or Right grant date for an employee shall not occur
                during or after the calendar year in which the employee reaches
                the age of sixty-five (65), and

          (ii)  An Option or Right shall not be granted to an employee who,
                immediately after the Option or Right is granted, owns stock
                possessing more than five percent (5%) of the total combined
                voting power or value of all classes of stock of the Company or
                a Subsidiary.

     (b)  For purposes of determining the stock owned at a given time by an
          individual under Section 5(a)(ii) hereof, the following rules shall
          apply:

          (i)   Stock which the individual may purchase or acquire under
                outstanding Options or Rights shall be treated as stock owned by
                such individual;

          (ii)  Stock owned directly or indirectly by or for the individual's
                brothers, sisters, spouse, ancestors and lineal descendants
                shall be considered as owned by such individual;

          (iii) Stock owned directly or indirectly by or for a corporation,
                limited liability company, partnership, estate or trust, shall
                be considered as owned proportionately by or for its
                shareholders, members, partners or beneficiaries.

6.   Price and Term of Option

     (a)  The exercise price under each Option will be determined by the
          Committee but shall not be less than one hundred percent (100%) of the
          fair market value of the shares of stock covered by the Option at the
          time of the grant of the Option, as determined by the Committee.

     (b)  The term of each Option shall be as determined by the Committee, but
          shall not be in excess of ten (10) years from the date it is granted.
          An Option granted for an initial term of less than ten (10) years may
          be extended by amendment for a period of up to ten (10) years from the
          date of the initial grant, provided that no such amendment of an
          incentive stock Option shall be made without the prior consent of the
          optionee.

7.   Limitations on Exercise of Options

     (a)  Except as provided in Section 13 hereof, the optionee must remain in
          the continuous employ of the Company and/or its Subsidiaries for at
          least one (1) year from the date the Option is granted before any part
          thereof may be exercised. Absence on leave or on account of illness or
          disability under rules established by the Committee shall not,
          however, be deemed an interruption of employment for purposes of the
          Plan. Thereafter, the Option may be exercisable in whole or in
          installments in accordance with its terms, as determined by the
          Committee.

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     (b)  The minimum number of shares with respect to which Options may be
          exercised in part at any time shall be determined by the Committee at
          the time the Option is granted.

     (c)  With respect to incentive stock Options granted to an employee under
          the Plan, the aggregate fair market value (determined at the time the
          Options are granted) of the stock with respect to which incentive
          stock Options are exercisable for the first time by such employee
          during any calendar year (including all such plans of the Company and
          its Subsidiaries) shall not exceed One Hundred Thousand Dollars
          ($100,000).

8.   Method of Exercise of Option

     Each exercise of an Option granted hereunder, whether in whole or in part,
     shall be by written notice to the Chief Executive Officer of the Company
     designating the number of shares as to which the Option is exercised, and,
     where stock is to be purchased pursuant to such exercise, shall be
     accompanied by payment in full for the number of shares so designated.
     Stock to be purchased under the Plan may be paid for in cash, in shares of
     the Company's common stock (held by the Optionee for more than six (6)
     months) at their fair market value on the date of exercise, or partly in
     cash and partly in such shares. Fractional shares may not be purchased
     under an Option, and fractional shares may not be delivered to the Company
     for payment of the Option price. No shares shall be issued until full
     payment thereof has been made. Each optionee who has exercised an Option
     shall, upon notification of the amount due and prior to or concurrently
     with delivery of the certificates representing the shares, pay to the
     Company amounts necessary to satisfy applicable federal, state and local
     withholding tax requirements.

9.   Form of Option Agreement

     Each Option agreement shall contain the essential terms of the Option and
     such other provisions as the Committee shall from time to time determine,
     but such Option agreements need not be identical. If the Option is an
     incentive stock option, the instrument evidencing such Option shall contain
     such terms and provisions relating to exercise and otherwise as may be
     necessary to render it an incentive stock option under the applicable
     provisions of the Code (presently Section 422 thereof) and the regulations
     thereunder, or corresponding provisions of subsequent laws and regulations.

10.  Financing of Options

     The Company and its Subsidiaries may not extend credit, arrange credit,
     guarantee obligations, or otherwise aid employees in financing their
     purchases of stock pursuant to Options granted under this Plan.

11.  Restricted Stock Rights

     (a)  The Committee may grant any eligible employee restricted stock rights
          which entitle such employee to receive a stated number of shares of
          the Company's stock if the employee for a stated number of years
          remains continuously employed by the Company or a Subsidiary or,
          following the employee's normal retirement, serves on the Board of
          Directors of the Company or in another capacity approved by the
          Committee (the

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          "Restricted Period"). At the time the restricted stock right is
          issued, the Committee shall designate the length of the Restricted
          Period and the service that will qualify under the Restricted Period;
          provided, however, in no event may the Restricted Period extend beyond
          the fifth (5th) anniversary date of the employee's termination of
          employment. The Committee shall also have full and final authority to
          select the employees who receive restricted stock rights, to specify
          the number of shares of stock subject to each such Right, and to
          establish the other terms, conditions and definitions that govern such
          Rights.

     (b)  The Company shall pay to each holder of an unexpired restricted stock
          right during the Restricted Period, as additional compensation, an
          amount of cash equal to the dividends that would have been payable to
          the holder of such Right during the Restricted Period if the holder
          had owned the stock subject to the Right. Such amount shall be paid as
          near in time as reasonably practical to the applicable dividend
          payment dates.

     (c)  At the expiration of each Restricted Period, the Company shall issue
          to the holder of the restricted stock right the shares of stock
          relating to such Restricted Period, provided all conditions have been
          met.

     (d)  Upon grant of a restricted stock right, the Company shall deliver to
          the recipient a document which sets forth and describes in detail the
          terms and conditions of the Right.

12.  Performance Stock Rights

     (a)  The Committee may grant to an eligible employee performance stock
          rights which entitle such employee to receive a stated number of
          shares of the Company's common stock if the employee attains certain
          specified performance goals within a stated performance period. The
          Committee shall have full and final authority to select the employees
          who receive performance stock rights, to specify the number of shares
          of stock subject to each such Right, to establish the performance
          requirements, to establish the performance period and to establish the
          terms, conditions and definitions that govern such Rights.

     (b)  Unlike restricted stock rights, the Company shall not pay to each
          holder of an unexpired performance stock right during the performance
          period an amount of cash equal to the dividends that would have been
          payable to the holder during the performance period if the holder had
          owned the stock subject to the right.

     (c)  At such time that the performance requirements of a performance stock
          right are satisfied, the Company shall issue to the holder of the
          performance stock right the shares of stock subject to the right. If
          the performance requirements are not met by the expiration of the
          performance period, the performance stock right shall expire and the
          holder thereof shall have no further rights thereunder.

     (d)  Upon granting a performance stock right, the Company shall issue to
          the recipient a document which sets forth and describes in detail the
          terms and conditions of the right.

13.  Termination of Employment

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     (a)  In the event the employment of an optionee by the Company or a
          Subsidiary shall terminate for any reason other than the optionee's
          normal retirement, the optionee having become age sixty-five (65),
          Disability or death, the Option may be exercised by the optionee at
          any time prior to the expiration date of the Option or the expiration
          of three (3) months after the date of such termination of employment,
          whichever is the shorter period, but only if and to the extent the
          optionee was entitled to exercise the Option at the date of such
          termination.

     (b)  If an optionee retires under the normal retirement policies of the
          Company or a Subsidiary having become age sixty-five (65), the Option
          may be exercised by the optionee at any time prior to the expiration
          date of the Option but in any event no later than the fifth (5th)
          anniversary date of the optionee's termination of employment.

     (c)  If an optionee dies while in the employ of the Company or a
          Subsidiary, or dies following termination of employment but during the
          period that the Option could have been exercised by the optionee, the
          optionee's Option rights may be exercised at any time prior to the
          expiration date by the person or persons to whom such rights under the
          Option shall pass by will or by the laws of descent and distribution,
          and, with respect to such decedents, such Options may be exercised
          without regard to the limitation provided in Section 7(a) (relating to
          one year of employment) or installment limitations, if any, that would
          otherwise apply. But with respect to a decedent whose employment was
          terminated for any reason other than normal retirement, death or
          Disability, such Option rights may be exercised only to the extent
          exercisable on the date of termination of employment.

     (d)  In the event of the termination of the optionee's employment because
          of Disability, the Option may be exercised by the optionee at any time
          prior to the expiration date of the Option and, with respect to such
          optionee, such Option may be exercised without regard to the
          limitation provided in Section 7(a) (relating to one year of
          employment) or installment limitations, if any, that would otherwise
          apply.

     (e)  In the event a holder of restricted stock rights issued under the
          provisions of Section 11 hereof fails to satisfy the employment or
          service requirements for the issuance of stock under such rights for
          any reason other than death or disability as herein defined, such
          holder shall lose all rights to receive stock under the provisions of
          the restricted stock rights. In the event a holder of a restricted
          stock right is unable to satisfy the requirements of a restricted
          stock right because of death or Disability then the holder or the
          personal representative of the holder's estate, as the case may be,
          shall be issued a number of shares of stock equal in number to the
          total number of unissued shares covered by such restricted stock
          rights. Such shares shall be issued or payment made without regard to
          any employment or other service requirement stated in the restricted
          stock rights.

     (f)  In the event the employment of an employee who holds a performance
          stock right granted under the provisions of Section 12 hereof
          terminates for any reason prior to the expiration of the performance
          period specified in the performance stock right, then, except to the
          extent the Committee may decide otherwise in select situations, such

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          employee shall lose all rights to thereafter receive any stock under
          such performance stock right.

     (g)  To the extent that the Option of any deceased optionee or of any
          optionee whose employment is terminated shall not have been exercised
          within the time periods provided above, all further rights to purchase
          shares pursuant to such Option shall cease and terminate at the
          expiration of such period.

     (h)  If a corporation ceases to be a Subsidiary of the Company, employees
          of such corporation shall be deemed to have terminated their
          employment with the Company or a Subsidiary of the Company for
          purposes of this Plan.

14.  Options and Rights Not Transferable

     Any Option or Right granted hereunder shall not be transferable except by
     will or by the laws of descent and distribution of the state or country of
     the employee's domicile at the date of death, and, during the lifetime of
     the person to whom the Option or Right is granted, only the optionee, the
     holder of the optionee's power of attorney or the guardian of the optionee
     may exercise it.

15.  Rights as Stockholder

     Neither a person to whom an Option or Right is granted, nor such person's
     legal representative, heir, legatee or distributee, shall be deemed to be
     the holder of, or to have any rights of a holder with respect to, any
     shares subject to such Option or Right, until after the stock is issued.

16.  Amendments to the Plan

     The Company's Board of Directors may from time to time make such amendments
     to the Plan as it may deem proper and in the best interests of the Company
     or a Subsidiary, provided that -

     (a)  No amendment shall be made which (i) would impair, without the consent
          of the applicable employee, any Option or Right theretofore granted
          under the Plan or deprive any employee of any shares of stock which he
          may have acquired through or as a result of the Plan, or (ii) would
          withdraw the administration of the Plan from a Committee of Directors
          of the Company meeting the qualifications set forth in Section 3(a)
          hereof.

     (b)  Any such amendment which would --

          (i)   Materially increase the benefits accruing to participants under
                the Plan,

          (ii)  Increase the number of securities which may be issued under the
                Plan, or

          (iii) Materially modify the requirements as to eligibility for
                participation in the Plan

     shall be submitted to the shareholders of the Company for their approval at
     the next annual or special meeting after adoption by the Board of
     Directors, and if such shareholder approval is

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     not obtained, the amendment, together with any actions taken under the Plan
     on the necessary authority of such amendment, shall be null and void.

17.  Termination of the Plan

     Options and Rights may be granted under the Plan at any time prior to the
     seventh (7th) anniversary date of the effective date of the Plan, on which
     anniversary date the Plan will expire except as to those Options and Rights
     then outstanding thereunder, which Options and Rights shall remain in
     effect until they have been exercised or have expired in accordance with
     their terms. The Plan may be abandoned or terminated at any time by the
     Company's Board of Directors, except with respect to Options and Rights
     then outstanding under the Plan.

18.  Changes in Capital Structure

     (a)  Except as provided in subparagraph (b), in the event that the
          outstanding shares of stock are hereafter increased or decreased or
          changed into or exchanged for a different number or kind of shares or
          other securities of the Company or of another corporation, by reason
          of any reorganization, merger, consolidation, recapitalization,
          reclassification, stock split-up, combination of shares, dividend
          payable in shares, rights offering, change in the corporate structure
          of the Company, or otherwise appropriate adjustment shall be made in
          the number and kind of shares for which Options and Rights may be
          granted under the Plan. In addition, an appropriate adjustment shall
          be made in the number and kind of shares as to which outstanding
          Options and Rights, or portions thereof then unexercised, shall be
          exercisable, to the end that the proportionate interest of the
          existing holder of an Option or Right shall be maintained as before
          the occurrence of such event. Such adjustment in outstanding Options
          and Rights shall be made without change in the total price applicable
          to the unexercised portion of the Option and Right and with a
          corresponding adjustment in the exercise price per share. Any such
          adjustment made by the Board of Directors shall be conclusive.

     (b)  In the event of dissolution or liquidation of the Company or a
          reorganization, merger or consolidation with one or more corporations,
          in lieu of providing for Options and Rights as provided for above in
          this Section 18, the Board of Directors of the Company may, in its
          sole discretion, provide a thirty (30) day period immediately prior to
          such event during which optionees shall have the right to exercise
          Options in whole or in part without any limitations on exercisability.

19.  Approvals

     The obligation of the Company under this Plan shall be subject to the
     approval of such state or federal authorities or agencies, if any, as may
     have jurisdiction in the matter. Shares shall not be issued with respect to
     an Option or Right unless the exercise and the issuance and delivery of the
     shares shall comply with all relevant provisions of law, including, without
     limitation, any applicable state securities laws, the Securities Act of
     1933, as amended, the Securities Exchange Act of 1934, as amended, the
     Internal Revenue Code of 1986, as amended, the respective rules and
     regulations promulgated thereunder, and the requirements of any stock
     exchange upon which the shares may then be listed, and shall be further
     subject

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     to the approval of counsel for the Company with respect to such compliance.
     Inability of the Company to obtain from any regulatory body having
     jurisdiction authority deemed by the Company's counsel to be necessary to
     the lawful issuance and sale of any shares hereunder shall relieve the
     Company of any liability for the nonissuance or sale of such shares. The
     Board may require any action or agreement by an employee holding an Option
     or Right as may from time to time be necessary to comply with the federal
     and state securities laws. The Company shall not be obliged to register
     Options or Rights, or stock granted or purchased under the Plan.

20.  Employment Rights

     Nothing in this Plan or any Option or Right granted pursuant thereto shall
     confer upon any employee any right to be continued in the employment of the
     Company or any Subsidiary of the Company, or to interfere in any way with
     the right of the Company, in its sole discretion, to terminate such
     employee's employment at any time.

21.  Effective Date of the Plan

     The original effective date of this Plan is April 27, 1995. This Plan was
     amended effective April 11, 1997. This Plan was further amended on April
     29, 1999, effective with regard to all grants of Options or Rights on or
     after April 29,1999, and to Options or Rights granted prior thereto,
     provided that the optionee or the holder of the Rights consents to the
     application of the April 29, 1999, amendment. This Plan was further amended
     effective April 26, 2001, with regard to employees whose employment
     terminates on or after that date.

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