REVISED AND RESTATED BANC ONE CORPORATION 1995 STOCK INCENTIVE PLAN

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Exhibit 10.31

REVISED AND RESTATED

BANC ONE CORPORATION

1995 STOCK INCENTIVE PLAN

1. PURPOSE

The purpose of the BANC ONE CORPORATION 1995 Stock Incentive Plan is to

provide incentives and rewards for Employees and Eligible Directors of the

Corporation and its Subsidiaries (i) to support the execution of the

Corporation's business and human resource strategies and the achievement of its

goals and (ii) to associate the interests of Employees and Eligible Directors

with those of the Corporation's shareholders.

2. DEFINITIONS

"Award" includes, without limitation, stock options (including incentive

stock options under Section 422 of the Code and Director Stock Options), stock

appreciation rights, restricted and performance shares, restricted and

performance share units, Performance Stock Awards, dividend or equivalent

rights, or other awards that are valued in whole or in part by reference to, or

are otherwise based on, the Common Stock ("other Common Stock-based Awards"),

all on a stand alone, combination or tandem basis, as described in or granted

under this Plan.

"Award Agreement" means a written agreement entered into between the

Corporation and a Participant setting forth the terms and conditions of an Award

made to such Participant under this Plan, in the form prescribed by the

Committee.

"Board" means the Board of Directors of the Corporation.

"Change of Control" shall have the meaning specified in Section 12(b).

"Code" means the Internal Revenue Code of 1986, as amended from time to

time.

"Committee" means the Committee appointed by the Board, each member of

which shall be a "non-employee director" within the meaning of Rule 16b-3 under

the Exchange Act and shall be an "outside director" within the meaning of

Section 162(m) of the Code. The Committee shall be composed of no fewer than the

minimum number of disinterested persons as may be required by Rule 16b-3.

"Common Stock" means the common stock of the Corporation, without par

value.

"Corporation" means BANC ONE CORPORATION, a bank holding company under the

Bank Holding Company Act of 1956 headquartered in Columbus, Ohio.

"Director Stock Option" means the right, granted to an Eligible Director,

to purchase Common Stock at a stated price for a specified period of time. Each

Director Stock Option shall be a nonqualified stock option whose grant is not

intended to comply with the requirements of Section 422 of the Code or any

successor Section as it may be amended from time to time.

"Eligible Director" means any statutory director of the Corporation who is

not an employee of the Corporation or any Subsidiary.

"Employee" means an employee of the Corporation or a Subsidiary.

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"Employee Award" means an Award (other than a Director Stock Option) to an

Employee under this Plan.

"ERISA" means the Employee Retirement Income Security Act of 1974, as

amended.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Fair Market Value" means the closing price of the Common Stock as reported

on the New York Stock Exchange Composite Transactions Tape on the relevant

valuation date or, if there were no Common Stock transactions on the valuation

date, on the next preceding date on which there were Common Stock transactions;

provided, however, that the Committee may specify some other definition of Fair

Market Value with respect to any particular Employee Award.

"Negative Discretion" means other factors to be applied by the Committee in

reducing the number of restricted shares to be issued pursuant to a Performance

Stock Award if the Performance Goals have been met or exceeded if, in the

Committee's sole judgment, such application is appropriate in order to act in

the best interest of the Corporation and its shareholders. The Negative

Discretion factors include, but are not limited to, the achievement of

measurable individual performance objectives established by the Committee and

communicated to the Employee in advance of the Performance Period, and

competitive pay practices.

"Participant" means an Employee or an Eligible Director who has been

granted an Award under this Plan.

"Performance Goals" means, with respect to any Performance Period,

performance goals based on any of the following criteria and established by the

Committee prior to the beginning of such Performance Period or performance goals

based on any of the following criteria and established by the Committee after

the beginning of such Performance Period that meet the requirements to be

considered pre-established performance goals under Section 162(m) of the Code:

earnings or earnings growth; return on equity, assets or investment; revenues;

expenses; stock price; market share; charge-offs; or reductions in

non-performing assets. Such Performance Goals may be particular to an Employee

or the division, department, branch, line of business, Subsidiary or other Unit

in which the Employee works, or may be based on the performance of the

Corporation generally.

"Performance Period" means the period of time designated by the Committee

applicable to a Performance Stock Award during which the Performance Goals shall

be measured.

"Performance Stock Award" shall have the meaning specified in Section 6(g).

"Plan" means this BANC ONE CORPORATION 1995 Stock Incentive Plan.

"Plan Year" means a twelve-month period beginning with January 1 of each

year.

"Reporting Person" means an officer or director of the Corporation subject

to the reporting requirements of Section 16 of the Exchange Act.

"Subsidiary" means any corporation or other entity, whether domestic or

foreign, in which the Corporation has or obtains, directly or indirectly, a

proprietary interest of more than 50% by reason of stock ownership or otherwise.

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3. ELIGIBILITY

(a) Any Employee selected by the Committee is eligible to receive an

Employee Award.

(b) Eligible Directors are entitled to participate in this Plan solely

with respect to the grant of Director Stock Options and may not receive any

other Awards under this Plan. The selection of Eligible Directors is not subject

to the discretion of the Committee. Persons serving on the Committee who are

Eligible Directors may receive grants of Director Stock Options.

4. PLAN ADMINISTRATION

(a) This Plan shall be administered by the Committee. The Committee shall

periodically make determinations with respect to the participation of Employees

in this Plan and, except as otherwise required by law or this Plan, the grant

terms of Awards including vesting schedules, price, performance standards

(including Performance Goals), length of relevant performance, restriction or

option period, dividend rights, post-retirement and termination rights, payment

alternatives such as cash, stock, contingent awards or other means of payment

consistent with the purposes of this Plan, and such other terms and conditions

as the Committee deems appropriate. Except as otherwise required by this Plan,

the Committee shall have authority to interpret and construe the provisions of

this Plan and the Award Agreements and make determinations pursuant to any Plan

provision or Award Agreement which shall be final and binding on all persons.

(b) The Committee may designate persons other than its members to carry out

its responsibilities under such conditions or limitations as it may set, other

than its authority with regard to Awards granted to Reporting Persons.

5. STOCK SUBJECT TO THE PROVISIONS OF THIS PLAN

(a) The stock subject to the provisions of this Plan shall either be shares

of authorized but unissued Common Stock, shares of Common Stock held as treasury

stock or previously issued shares of Common Stock reacquired by the Corporation,

including shares purchased on the open market. Subject to adjustment in

accordance with the provisions of Section 11, and subject to Section 5(d), (i)

the total number of shares of Common Stock available for grants of Awards

(including, without limitation, Awards of restricted and performance shares) in

any Plan Year shall not exceed one percent of the outstanding Common Stock as

reported in the Corporation's Annual Report on Form 10-K for the fiscal year

ending immediately prior to such Plan Year and (ii) the total number of shares

of Common Stock available for grants of restricted and performance shares

(including restricted shares to be issued pursuant to Performance Stock Awards)

in any Plan Year shall not exceed one fourth of one percent of the outstanding

Common Stock as reported in the Corporation's Annual Report on form 10- K for

the fiscal year ending immediately prior to such Plan Year.

(b) Subject to adjustment in accordance with Section 11, and subject to

Section 5(a), (i) the total number of shares of Common Stock available for

grants of Awards in any Plan Year to any Participant shall not exceed one half

of one percent of the outstanding Common Stock as reported in the Corporation's

Annual Report on Form 10-K for the fiscal year ending immediately prior to such

Plan Year and (ii) the total number of shares of Common Stock available for

grants of restricted shares to be issued pursuant to Performance Stock Awards in

any Plan Year to any Employee shall not exceed one eighth of one percent of the

outstanding Common Stock as reported in the Corporation's Annual Report on form

10-K for the fiscal year ending immediately prior to such Plan Year.

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(c) For purposes of calculating the total number of shares of Common Stock

available for grants of Awards, (i) the grant of a performance or restricted

share unit Award shall be deemed to be equal to the maximum number of shares of

Common Stock which may be issued under the Award and (ii) where the value of an

Award is variable on the date it is granted, the value shall be deemed to be the

maximum limitation of the Award. Awards payable solely in cash will not reduce

the number of shares of Common Stock available for Awards granted under this

Plan.

(d) There shall be carried forward and be available for Awards under this

Plan in each succeeding Plan Year, in addition to shares of Common Stock

available for grant under paragraph (a) of this Section 5, all of the following:

(i) any unused portion of the limit set forth in paragraph (a) of this Section 5

for the two immediately preceding Plan Years; (ii) shares of Common Stock

represented by Awards which have been canceled, forfeited, surrendered,

terminated or expire unexercised during that Plan Year or the two immediately

preceding Plan Years; (iii) the excess amount of variable Awards which become

fixed at less than their maximum limitations; (iv) authorized shares of Common

Stock as to which stock options, stock appreciation rights, restricted stock

awards, performance shares or performance awards were not granted under the BANC

ONE CORPORATION 1989 Stock Incentive Plan; and (v) shares of Common Stock under

the BANC ONE CORPORATION 1989 Stock Incentive Plan subject to stock options,

stock appreciation rights, restricted stock awards, performance shares or

performance awards which have been canceled, forfeited, surrendered, terminated

or expire unexercised during that Plan Year or the two immediately preceding

Plan Years.

6. EMPLOYEE AWARDS UNDER THIS PLAN

As the Committee may determine, the following types of Employee Awards may

be granted under this Plan to Employees on a stand alone, combination or tandem

basis:

(a) Stock Option. A right to buy a specified number of shares of Common

Stock at a fixed exercise price during a specified time, all as the Committee

may determine; provided that the exercise price of any option shall not be less

than 100% of the Fair Market Value of the Common Stock on the date of grant of

the Award.

(b) Incentive Stock Option. An award in the form of a stock option which

shall comply with the requirements of Section 422 of the Code or any successor

Section as it may be amended from time to time.

(c) Stock Appreciation Right. A right to receive the excess of the Fair

Market Value of a share of Common Stock on the date the stock appreciation right

is exercised over the Fair Market Value of a share of Common Stock on the date

the stock appreciation right was granted.

(d) Restricted and Performance Shares. A transfer of shares of Common Stock

to a Participant, subject to such restrictions on transfer or other incidents of

ownership, or subject to specified performance standards, for such periods of

time as the Committee may determine.

(e) Restricted and Performance Share Unit. A fixed or variable share or

dollar denominated unit subject to conditions of vesting, performance and time

of payment as the Committee may determine, which may be paid in shares of Common

Stock, cash or a combination of both.

(f) Dividend or Equivalent Right. A right to receive dividends or their

equivalent in value in shares of Common Stock, cash or in a combination of both

with respect to any new or previously existing Employee Award.

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(g) Performance Stock Awards. A right, granted to an Employee, to receive

restricted shares (as defined in Section 6(d) hereof) that are not to be issued

to the Employee until after the end of the related Performance Period, subject

to satisfaction of the Performance Goals for such Performance Period.

(h) Other Common Stock-Based Awards. Other Common Stock-based Awards which

are related to or serve a similar function to those Employee Awards set forth in

this Section 6.

In addition to granting Employee Awards for purposes of incentive

compensation, Employee Awards may also be made in tandem with or in lieu of

current or deferred Employee compensation.