PLANNING GROUP ANNUAL INCENTIVE PLAN



 



Exhibit 10(H)


AMENDMENT TO BANK ONE CORPORATION

PLANNING GROUP ANNUAL INCENTIVE PLAN



     WHEREAS, the Board of Directors has determined that it is necessary and
desirable to amend the Bank One Corporation Planning Group Annual Incentive
Plan (the “Plan”) as permitted by Section 6.


     NOW THEREFORE, effective as of January 14, 2004, the Plan is hereby
amended as follows:



	 	1.	 	Section 7 of the Plan is hereby amended by adding the following at the
end thereof:
	 
	 	 	Notwithstanding anything to the contrary, the actions and
transactions contemplated by and effectuated in connection with the
Agreement and Plan of Merger dated as of January 14, 2004 by and between
Bank One Corporation and J.P. Morgan Chase & Co. shall not constitute a
Change of Control for any purpose of this Plan.
	 
	 	2.	 	Except as expressly modified hereby, the terms and provisions of the
Plan shall remain in full force and effect.



 






 






BANK ONE CORPORATION

EXECUTIVE MANAGEMENT ANNUAL INCENTIVE PLAN



1. Purpose



     The BANK ONE CORPORATION Executive Management Annual Incentive Plan (the
“Plan”) is designed to (i) assist BANK ONE CORPORATION (the “Corporation”) in
attracting, retaining and motivating executive management employees, (ii)
associate Participants’ interests with those of the Corporation’s stockholders
and (iii) qualify annual incentive compensation paid to Participants who are
“covered employees” as “other performance-based compensation” within the
meaning of Section 162(m) of the Code or a successor provision. The Plan as
set forth herein is an amendment and restatement, effective February 15, 1999,
of the First Chicago NBD Corporation Senior Management Incentive Plan (the
“Prior Plan”).


2. Definitions



          (a) “Board” means the Board of Directors of BANK ONE CORPORATION.



          (b) “Change of Control” means a change of control of the Corporation as
defined in the BANK ONE CORPORATION Stock Performance Plan or any successor
thereto.



          (c) “Code” means the Internal Revenue Code of 1986, as amended.



          (d) “Committee” means the committee appointed by the Board to administer
the Plan as provided herein. Unless otherwise determined by the Board, the
Organization, Compensation and Nominating Committee of the Board shall be the
Committee.



          (e) “Corporation” means BANK ONE CORPORATION and its successors and
assigns and any corporation which shall acquire substantially all of its
assets. In addition, Corporation shall include any corporation or other entity,
whether domestic or foreign, in which the Corporation has or obtains, directly
or indirectly, a proprietary interest of at least 50% by reason of stock
ownership or otherwise.



          (f) “Incentive Payment” means a payment under this Plan made in cash to a
Participant, subject to Section 4 hereof.



          (g) “Incentive Period” means the calendar year, except to the extent the
Committee determines otherwise.



          (h) “Participant” means an employee of the Corporation who is a member of
executive management and is designated by the Committee as eligible to receive
an Incentive




 






 





Payment under the Plan for an Incentive Period.


          (i) “Performance Goals” mean (i) earnings per share, (ii) return on
average equity, (iii) return on average assets, or (iv) any other objective
performance goals as may be established by the Committee for an Incentive
Period. Performance Goals may be absolute in their terms or measured against or
in relationship to other companies comparably, similarly or otherwise situated
and may be based on or adjusted for any other objective goals, events, or
occurrences established by the Committee for an Incentive Period, including
earnings, earnings growth, revenues, expenses, stock price, market share,
charge-offs, loan loss reserves, reductions in non-performing assets, return on
assets, return on equity or return on investment, regulatory compliance,
satisfactory internal or external audits, improvement of financial ratings,
achievement of balance sheet or income statement objectives, extraordinary
charges, losses from discontinued operations, restatements and accounting
changes and other unplanned special charges such as restructuring expenses,
acquisition expenses including goodwill, unplanned stock offerings and
strategic loan loss provisions. Such Performance Goals may be particular to a
line of business, subsidiary or other unit or may be based on the performance
of the Corporation generally. Such Performance Goals may cover such period as
may be specified by the Committee.



          (j) “Plan” means the BANK ONE CORPORATION Executive Management Annual
Incentive Plan.



          (k) “Prior Plan” means the First Chicago NBD Corporation Senior
Management Annual Incentive Plan.



3. Administration



          (a) The Plan shall be administered by the Committee. The Committee shall
have authority to determine the terms of all Incentive Payments hereunder,
including, without limitation, the Participants to whom, and the time or times
at which, payments are made, the amount of a Participant’s Incentive Payments,
the Incentive Period to which each Incentive Payment shall relate, the actual
dollar amount to be paid, and when the Incentive Payments shall be made (which
payments may, without limitation, be made during or after an Incentive Period,
on a deferred basis or in installments).



          (b) Subject to the express provisions of the Plan, the Committee shall
have authority to interpret the Plan, to prescribe, amend and rescind rules and
regulations relating to it and to make all other determinations deemed
necessary or advisable for the administration of the Plan. The determinations
of the Committee pursuant to its authority under the Plan shall be conclusive
and binding.



          (c) The Committee may, in its discretion, authorize the Chief Executive
Officer or the Chairman of the Board of the Corporation to act on its behalf,
except with respect to matters relating to such Chief Executive Officer or
Chairman of the Board or any executive vice president or above of the
Corporation.




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4. Determination of Performance Goals and Incentive Payments



          (a) Prior to the completion of 25% of the Incentive Period or such earlier
date as required under Section 162(m) of the Code, the Committee shall, in its
sole discretion, for each such Incentive Period determine and establish in
writing the following:



               (i) The Performance Goals applicable to the Incentive Period; and



               (ii) The performance/payout schedule detailing the total amount which may
be available for payout to all Participants as Incentive Payments based upon
the relative level of attainment of the Performance Goals.



          (b) After the end of each Incentive Period, the Committee shall:



               (i) Certify in writing, prior to the unconditional payment of any
Incentive Payment, whether the Performance Goals for the Incentive Period were
satisfied and to what extent they were satisfied;



               (ii) Determine the total amount available for Incentive Payments pursuant
to the performance/payout schedule established in Section 4(a)(ii) above, which
amount shall be based upon the extent to which the Performance Goals
established by the Committee for the Incentive Period have been achieved;



               (iii) In its sole discretion, reduce the size of or eliminate the total
amount available for payment for an Incentive Period; and



               (iv) In its sole discretion, determine the share, if any, of the available
amount to be paid to each Participant as that Participant’s Incentive Payment
and authorize payment of such amount; except, however, in the case of a
Participant who is at or above the level of vice chairman of the Corporation,
the Board shall approve (but only to the extent permitted under Section 162(m)
of the Code and underlying regulations) the Committee’s determination of such
Participant’s share before the Committee may authorize payment.



               (v) Anything in this Plan to the contrary notwithstanding, if the minimum
Performance Goals established by the Committee for the Incentive Period under
Section 4(a)(i) are attained and certified by the Committee in accordance with
Section 4(b)(i), the Committee may award the maximum amount (or in its sole
discretion any lesser amount) set forth in Section 4(f) as a Participant’s
Incentive Payment for the Incentive Period.



          (c) The Committee may authorize a conditional payment of a Participant’s
Incentive Payment prior to the end of an Incentive Period based upon the
Committee’s good faith determination of the projected size of (i) the total
amount which will become available for payout as Incentive Payments for the
Incentive Period pursuant to Section 4(b)(ii) above, and (ii) a Participant’s
Incentive Payment.



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          (d) Unless otherwise determined by the Committee or required by applicable
law, no payment pursuant to this Plan shall be made to a Participant unless the
Participant is employed by the Corporation as of the date of payment.



          (e) Incentive Payments shall be subject to applicable federal, state and
local withholding taxes and other applicable withholding in accordance with the
Corporation’s payroll practices as from time-to-time in effect.



          (f) The Incentive Payment for any Incentive Period for each Participant
who is a “covered employee” under Section 162(m) of the Code and/or a member of
executive management (as designated by the Chief Executive Officer or the
Chairman of the Board of the Corporation) shall in no event exceed $4,000,000.



5. Transferability



          Incentive Payments shall not be subject to the claims of creditors and may
not be assigned, alienated, transferred or encumbered in any way by a
Participant prior to the payment thereof.



6. Termination or Amendment



          The Board may amend, modify or terminate the Plan in any respect at any
time without the consent of Participants. Any such action of the Board may be
taken without the approval of the Corporation’s stockholders, but only to the
extent that such stockholder approval is not required by applicable law or
regulation, including specifically Section 162(m) of the Code.



7. Change of Control



          Notwithstanding anything contained in this Plan, in the event of a Change
of Control, the following provisions shall be applicable:



               (a) The Incentive Period will be deemed to have concluded on the date of
the Change of Control and the total amount available pursuant to Section 4(b)
will fund on a pro-rata basis (based upon the number of days in such Incentive
Period elapsed through the date of Change of Control) assuming the Corporation
had attained Performance Goals at a level generating funding at 200% of target
funding; and



               (b) The Committee in its sole discretion will determine the share of the
available amount payable to each Participant as that Participant’s Incentive
Payment (provided that in all events the entire available amount as calculated
pursuant to Section 7(a) shall be paid to Participants as Incentive Payments)
and payments shall be made to each Participant as soon thereafter as is
practicable.




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8. Savings Clause



          This Plan is intended to comply in all aspects with applicable law and
regulation, including, with respect to those Participants who are “covered
employees,” Section 162(m) of the Code. In case any one or more of the
provisions of this Plan shall be held invalid, illegal or unenforceable in any
respect under applicable law and regulation, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby and the invalid, illegal or unenforceable provision shall be
deemed null and void; however, to the extent permissible by law, any provision
which could be deemed null and void shall first be construed, interpreted or
revised retroactively to permit this Plan to be construed in compliance with
all applicable laws (including Code Section 162(m)), so as to foster the intent
of this Plan.



9. Confer No Other Rights



          The establishment of the Plan shall not confer upon any Participant any
legal or equitable right against the Corporation, except as expressly provided
in the Plan.



10. No Right to Employment



          The Plan, an Incentive Payment, or the designation of an employee as a
Participant for an Incentive Period do not constitute an inducement or
consideration for the employment of any Participant, nor is the Plan or any
Incentive Payment a contract between the Corporation and any Participant.
Participation in the Plan shall not give a Participant any right to be retained
in the employ of the Corporation.



11. Other Plans



          Nothing contained in this Plan shall prevent the Board or Committee from
adopting other or additional compensation arrangements, subject to stockholder
approval if such approval is required, and such arrangements may benefit
Participants and may be either generally applicable or applicable only in
specific cases.



12. Governing Law



          The Plan shall be governed, construed and administered in accordance with
the laws of the State of Delaware except where such laws may be superseded by
federal law.



13. Effective Date; Term of the Plan



          The Plan is an amendment and restatement, effective February 15, 1999 of
the Prior




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Plan. The Prior Plan was approved by the stockholders of First
Chicago NBD Corporation on
May 10, 1996. Unless sooner terminated by the Board pursuant to Section 6, to
the extent necessary to ensure that Incentive Payments made to “covered
employees” as defined under Section 162(m) of the Code may be deductible for
federal income tax purposes, the Plan shall terminate as of the date of the
first meeting of the Corporation’s stockholders occurring during the year 2001,
unless the term of the Plan is extended and reapproved at such stockholders’
meeting. No additional Incentive Payments may be paid after termination of the
Plan. Termination of the Plan shall not affect any Incentive Payments due and
outstanding on the date of termination and such Incentive Payments shall
continue to be subject to the terms of the Plan notwithstanding its
termination.



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