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                                                                    Exhibit 10.5

                              AMENDED AND RESTATED
                    FISHER COMPANIES INCENTIVE PLAN OF 1995


1.   Purpose

     The purpose of the Plan is to provide selected eligible key employees of
     Fisher Companies 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)  "Committee" shall mean the committee described in Section 3 hereof and
          selected by the Company's Board of Directors to administer the Plan.

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

     (c)  "Options" means any incentive stock option or non-statutory stock
          option granted hereunder.

     (d)  "Rights" means any restricted stock right or performance stock right
          granted hereunder.

     (e)  "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 to consist of not less than three 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 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

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          Rights granted hereunder, and to make such other determinations as may
          be appropriate or necessary for the administration of the Plan.

     (c)  The Committee shall select one 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.

     (d)  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

     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 Seventy Thousand (70,000) shares of the Company's common stock
     (Two Hundred Eighty Thousand (280,000) shares in the event of a four-for-
     one stock split that will be effective May 15, 1995, subject to stockholder
     approval of an increase in the number of authorized shares). 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.

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 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 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:

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          (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,
                partnership, estate or trust, shall be considered as owned
                proportionately by or for its shareholders, 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 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
          not 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 Option Rights

     (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 year from the date the Option is granted before any part
          thereof or right thereunder 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.

     (b)  The minimum number of shares with respect to which option rights 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 $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

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     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 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 Internal Revenue Code of 1986, as amended (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 "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 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.

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     (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

     (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 65, physical
          disability as hereinafter provided 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 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 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 anniversary date
          of the optionee's termination of employment.

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     (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 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
          within the meaning of Section 22(e)(3) of the Internal Revenue Code of
          1986, as amended, 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 the disability within the meaning of Section 22(e)(3) of the
          Internal Revenue Code of 1986, as amended, the Option may be exercised
          by the optionee at any time prior to the expiration date of the Option
          or the expiration of one year after the date of such termination,
          whichever is the shorter period, 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 within the meaning of
          Section 22(e)(3) of the Internal Revenue Code of 1986, as amended,
          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
          employee shall lose all fights 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.

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

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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 (c), 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 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 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

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     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.

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