KEY EXECUTIVE CHANGE OF CONTROL PLAN



 



Exhibit 10(G)


AMENDMENT TO BANK ONE CORPORATION

KEY EXECUTIVE CHANGE OF CONTROL PLAN



     WHEREAS, the Board of Directors has determined that it is necessary and
desirable to amend the Bank One Corporation Key Executive Change of Control
Plan (the “COC Plan”) as permitted by Section 8(a).



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

	 
	 	1.	 	The definition of “Base bonus” set forth in Section 5(a) is hereby
amended to read in its entirety as follows:
	 
	 	 	 	‘Base bonus’ means the higher of (x) the annual bonus paid or payable,
including any bonus or portion thereof that has been earned but deferred
to the participant with respect to fiscal year 2002 and (y) the
participant’s target bonus for fiscal year 2003. “Base bonus” shall
include the cash value of restricted shares, valued as of the date of
grant without any discount for restrictions, to the extent such shares
were considered part of the participant’s annual incentive bonus.
	 
	 	2.	 	Section 5(d) of the COC Plan is hereby amended by adding the following
at the end thereof:
	 
	 	In addition, any non-compete covenant in the equity awards granted to the
participant prior to the Change of Control shall lapse and be of no
further force and effect.
	 
	 	3.	 	Except as expressly modified hereby, the terms and provisions of the
COC Plan shall remain in full force and effect.



 






 






BANK ONE CORPORATION

KEY EXECUTIVE CHANGE OF CONTROL PLAN



 






 





BANK ONE CORPORATION

KEY EXECUTIVE CHANGE OF CONTROL PLAN



1. Purpose



     The purpose of the Bank One Corporation Key Executive Change of Control
Plan is to provide severance and other benefits to designated key executives of
Bank One Corporation and its subsidiaries in the event that their employment
terminates for specified reasons within two years following a Change of Control
of Bank One Corporation.


2. Definitions




	 	(a)	 	“Board” means the Board of Directors of the Corporation,
excluding any member who is an officer or Employee of the Corporation
or who otherwise would not be considered a “Non-Employee Director”
within the meaning of Rule 16b-3 of the Securities and Exchange
Commission.
	 
	 	(b)	 	“Change of Control” means a change of control of Bank One
Corporation, as determined by the Board from time to time.
	 
	 	(c)	 	“Chief Executive Officer” means the Chief Executive of the
Corporation as appointed by the Board from time to time.
	 
	 	(d)	 	“Code” means the Internal Revenue Code of 1986, as amended from
time to time.
	 
	 	(e)	 	“Corporation” means BANK ONE CORPORATION, a Delaware corporation,
and any successor to its business and/or assets.
	 
	 	(f)	 	“Effective Date” means May 1, 2001.
	 
	 	(g)	 	“Plan” means the BANK ONE CORPORATION Key Executive Change of
Control Plan.
	 
	 	(h)	 	“Plan Administrator” means, prior to a Change of Control, the
Organization, Compensation and Nominating Committee of the Board. On
and after a Change of Control, the Plan Administrator shall be a
three-person committee of the Board consisting of individuals selected
by the Chief Executive Officer prior to the Change of Control, who
were directors of the Corporation prior to the public announcement of
the Change of Control.
	 
	 	(i)	 	“Planning Group” means the senior policy-making body of the
Corporation, consisting of executive officers of the Corporation
appointed by the Chief Executive Officer from time to time, excluding
any member who is not a classified by the Corporation on its payroll
records as an employee of the Corporation or a Subsidiary.
	 
	 	(j)	 	“Subsidiary” means any corporation or other entity, whether
domestic or foreign, in which the Corporation has or obtains, directly
or indirectly, an ownership interest of at least 50% by reason of
stock ownership or otherwise.



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3. Participation




	 	(a)	 	Each member of the Planning Group will participate in the Plan
for as long as he or she serves on the Planning Group, unless he or
she is subject to an individual contract or agreement that provides
severance or similar benefits upon termination of employment following
a Change of Control.
	 
	 	(b)	 	Other key executives of the Corporation or a Subsidiary, as
designated by the Chief Executive Officer from time to time in writing
also may participate in the Plan. Non-Planning Group participants
will be notified in writing of their participation in the Plan, which
may be terminated by written notice from the Chief Executive Officer
at any time prior to a Change of Control.
	 
	 	(c)	 	If an executive’s participation in the Plan or employment is
terminated prior to a Change of Control, and the Plan Administrator,
in its reasonable discretion, determines that such termination of
participation or employment was in connection with or in anticipation
of a Change of Control, then the affected individual will be eligible
for benefits under the Plan.
	 
	 	(d)	 	Notwithstanding any provision of the Plan to the contrary, an
executive who is a participant in the Plan on the date of a Change of
Control will remain a participant until the earlier of the date his or
her employment terminates and all benefits to which the executive is
entitled under Section 5 have been paid or the date which is two years
after the Change of Control.



4. Termination of Employment on or after a Change of Control



     A participant will be entitled to the severance and other benefits
described in Section 5 if any of the following occurs:



	 	(a)	 	The participant’s employment with the Corporation and all of
its Subsidiaries terminates for any reason other than “cause”, death
or disability within 60 days after the Change of Control. “Cause”
means the willful and continued failure of the executive to perform
his or her duties or the willful engaging by the executive in illegal
conduct or gross misconduct materially injurious to the Corporation.
	 
	 	(b)	 	The participant resigns for “good reason” within two years
following the Change of Control. “Good reason” means (i) a diminution
in the executive’s position, authority, duties or responsibilities;
(ii) a reduction in the executive’s aggregate annual salary and
incentive compensation or material adverse change in employee
benefits; (iii) requiring the executive to be based at an office or
location more than 35 miles from the location where the executive was
based immediately before the Change of Control; or (iv) failure of the
Corporation to require any successor to the Corporation to comply with
the Plan. Determination by the executive of “good reason” is
conclusive if made in good faith.
	 
	 	(c)	 	The participant’s employment with the Corporation and all of its
Subsidiaries is terminated by the Corporation within two years
following the Change of Control for reasons other than cause.



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5.     Obligations of the Corporation upon Termination of Employment on or after a
Change of Control


     If a participant’s employment terminates pursuant to Sections 4 (a), (b)
or (c), the Corporation will provide the participant with the following,
subject to the participant’s obligations under Section 6:



	 	(a)	 	The Corporation will pay the participant a lump sum cash payment
within thirty days after the date the participant’s employment
terminates (or the later date the participant provides the Corporation
with the agreement referenced in Section 6) consisting of: (i) unpaid
salary and earned unused vacation pay through the date of termination;
(ii) a pro-rated bonus for the year of termination based upon the
participant’s “base bonus;” (iii) the product of 2.5 and the sum of
the participant’s annual base salary (at the rate in effect
immediately prior to termination) and “base bonus,” and (iv) unpaid
compensation previously deferred by the executive (together with any
earnings thereon). “Base bonus” means the highest annual incentive
bonus awarded by the Corporation to the participant for the three
calendar years prior to his or her termination of employment; or in
the case of a participant who has not received an annual bonus as of
the date his or her employment terminates, the participant’s “base
bonus” shall be the minimum guaranteed bonus for the year of
employment, as established at the time of the participant’s hire.
“Base bonus” shall include the cash value of restricted shares, valued
at the date of grant without any discount for restrictions, to the
extent such shares were considered part of the participant’s annual
incentive bonus.
	 
	 	(b)	 	The participant and his or her eligible dependents shall remain
eligible for continued medical and life insurance coverage under the
Corporation’s plans as in effect on the participant’s termination of
employment, at the same cost to the participant as if the participant
had remained actively employed by the Corporation, for thirty months
after the participant’s date of termination; provided, however, that
if the participant is employed during this period, coverage provided
by the Corporation will be secondary to that provided by another
employer.
	 
	 	(c)	 	The Corporation will pay the participant a lump sum cash payment
within thirty days after the date the participant’s employment
terminates (or the later date the participant provides the Corporation
with the agreement referenced in Section 6) equal to the actuarial
value of the benefit the participant would have accrued in the
thirty-month period after the participant’s employment terminated, had
the participant continued to participate during that period under the
Corporation’s qualified and supplemental defined benefit retirement
plans (if any) as in effect on the Change of Control, based on the
assumption that the participant had earned the same compensation over
such thirty-month period as he or she had earned over the thirty-month
period preceding his or her termination of employment.
	 
	 	(d)	 	All stock options of the Corporation outstanding to the
participant will become exercisable on the date the participant’s
employment terminates and will remain exercisable for a minimum of
three years after termination of employment or until the earlier
expiration date of the option, and restrictions shall lapse on all of
the Corporation’s restricted shares outstanding to the participant
effective on the participant’s termination of employment,
notwithstanding any terms of the relevant stock award agreement to the
contrary.
	 
	 	(e)	 	The Corporation will pay up to $50,000 as incurred for
outplacement services to a firm selected by the participant.
	 
	 	(f)	 	To the extent not theretofore paid or provided, the Corporation
will timely pay or provide to the participant any other amounts or
benefits required to be paid or provided or which the



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	 	 	 	participant is eligible to receive under any plan, program, policy or
practice or contract or agreement of the Corporation and its
subsidiaries.



The Corporation will reduce amounts payable or distributable pursuant to the
foregoing by any amounts necessary to satisfy its tax withholding liabilities
under applicable law.


6. Certain Additional Payments by the Corporation




	 	(a)	 	In the event that any payment or distribution by the Corporation
to or for the benefit of the participant (whether payable or
distributable pursuant to the terms of the Plan or otherwise, but
determined without regard to any additional payments required under
this Section 6 (a “Payment”), would be subject to the excise tax
imposed by Section 4999 of the Code, then the participant shall be
entitled to receive an additional payment (a “Gross-Up Payment”) in an
amount such that after payment by the participant of all taxes and
excise tax imposed upon the Gross-Up Payment, the Executive retains an
amount of the Gross-Up payment equal to the excise tax imposed on the
Payment.
	 
	 	(b)	 	Notwithstanding the provisions of Section 6(a), if it shall be
determined that the participant is entitled to a Gross-Up Payment, but
that the participant, after taking into account the Payments and the
Gross-Up Payment, would not receive a net after-tax benefit of at
least $100,000 (taking into account both income taxes and any excise
tax) as compared to the net after-tax proceeds to the participant
resulting from an elimination of the Gross-Up Payment and a reduction
of the Payment, in the aggregate, to an amount (the “Reduced Amount”)
such that the receipt of Payments would not give rise to any excise
tax, then no Gross-Up Payment shall be made to the participant and the
Payments, in the aggregate, shall be reduced to the Reduced Amount.
	 
	 	(c)	 	The participant shall notify the Corporation in writing of any
claim by the Internal Revenue Service that, if successful, would
require the payment by the Corporation of the Gross-Up Payment. Such
notification shall be given as soon as practicable but no later than
ten business days after the participant is informed in writing of such
claim and shall apprise the Corporation of the nature of such claim
and the date on which such claim is requested to be paid. The
participant shall not pay such claim prior to the expiration of the
30-day period following the date on which it gives such notice to the
Corporation (or such shorter period ending on the date that any
payment of taxes with respect to such claim is due). If the
Corporation, in its sole discretion, elects to contest such claim, the
participant must take all steps reasonably requested by the
Corporation to do so, including, without limitation, giving the
Corporation information related to such claim, cooperating with the
Corporation in good faith in order to contest such claim, permitting
the Corporation to participate in proceedings related to such claim
and accepting legal representation with respect to such claim by an
attorney reasonably selected by the Corporation. The Corporation
shall bear directly all costs and expenses associated with such a
contest.
	 
	 	(d)	 	If, after the receipt by the participant of an amount advanced by
the Corporation pursuant to Section 6(a), the participant becomes
entitled to receive any refund with respect to a claim pursuant to
Section 6(c), the participant shall promptly pay to the Corporation
the amount of such refund (together with any interest paid or credited
thereon after taxes applicable thereto). If after the receipt by the
participant of an amount advanced by the Corporation pursuant to
Section 6(a), a determination is made that the participant shall not
be entitled to any refund with respect to a claim under Section 6(c)
and the Corporation does not notify the Executive in writing of its
intent to contest such denial or refund prior to the expiration of 30
days after such determination, then such advance shall be forgiven and
shall not be required



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	 	 	 	to be repaid and the amount of such advance shall offset, to the
extent thereof, the amount of Gross-Up Payment required to be paid.
	 
	 	(e)	 	All determinations required to be made under this Section 6,
including whether and when a Gross-Up Payment is required and the
amount of such Gross-Up Payment and the assumptions to be utilized in
arriving at such determination, shall be made by a certified public
accounting firm as may be designated by the Corporation.



7.     Obligations of the Participant upon Termination on or after a Change of
Control


     As a condition of and prior to receiving any benefits under the Plan, the
participant will be required to enter an agreement with the Corporation, the
form of which will be approved by the Plan Administrator, under which the
participant will agree to following:



	 	(a)	 	To reasonably assist the Corporation with any transition issues
that arise from the participant’s termination of employment;
	 
	 	(b)	 	Not to use or disclose the Corporation’s proprietary or
confidential information, including customer and client lists,
financial, systems, personnel information and other information as
reasonably determined by the Plan Administrator;
	 
	 	(c)	 	Not to make statements, give interviews, write books, articles or
other publications related to Corporation or its management, customers
or employees without prior written consent of the Corporation;
	 
	 	(d)	 	Not to directly or indirectly solicit any of the Corporation’s
employees for two years after the participant’s termination of
employment without the prior written consent of the Corporation;
	 
	 	(e)	 	To reasonably cooperate with the Corporation and its attorneys
with respect to any investigation or litigation of which the
participant has knowledge; and
	 
	 	(f)	 	To provide the Corporation with a release of claims against the
Corporation, its subsidiaries, officers, directors and assigns for
matters related to the participant’s employment with the Corporation
or a Subsidiary.



8. Amendment or Termination of Plan




	 	(a)	 	The Organization, Compensation and Nominating Committee of the
Board or the Board may amend or terminate the Plan at any time prior
to a Change of Control.
	 
	 	(b)	 	The Plan shall not be amended on or after a Change of Control in
any way that reduces or terminates the benefits to which a participant
is entitled under the Plan on or after a Change of Control or is
otherwise adverse to a participant.



9. Successors



     The Corporation will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of the Corporation to expressly assume this Plan and
agree to perform under this Plan in the same manner and to the same extent that
the Corporation would be required to perform if no such succession had taken
place.


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10. Plan Administration




	 	(a)	 	The Plan Administrator shall have authority to interpret and
construe the provisions of the Plan and to make determinations
pursuant to any Plan provision, including, without limitation,
questions regarding eligibility and payment and amount of benefits.
Any such interpretation or determination shall be final and binding on
all parties.
	 
	 	(b)	 	No member who serves on the committee that constitutes the Plan
Administrator shall be liable for any action or determination made in
good faith, and the members shall be entitled to indemnification and
reimbursement in the manner provided in the Corporation’s Restated
Certificate of Incorporation, as it may be amended from time to time.
	 
	 	(c)	 	The Plan Administrator may designate persons other than its
members to carry out its responsibilities under such conditions or
limitations as it may set.



11. Claims Procedure




	 	(a)	 	An individual who believes he or she is entitled to benefits
under the Plan (“Claimant”) must file his or her claim in writing with
the Plan Administrator, along with any supporting documentation,
within thirty days after the Claimant’s right to benefits under the
Plan arises. The Plan Administrator or its designee shall review the
claim and notify the Claimant of its decision.
	 
	 	(b)	 	If the claim is denied, in whole or in part, the Plan
Administrator or its designee shall notify the Claimant in writing
within a reasonable period of time following its receipt of the claim,
with an explanation of the reasons the claim is denied.
	 
	 	(c)	 	No later than 60 days following his receipt of a notice of a
claim denial, the Claimant or his or her duly authorized
representative may submit a written request for review of the claim
denial.
	 
	 	(d)	 	The Plan Administrator or its designee shall make a decision on
review of a claim denial within 60 days following its receipt of a
request for review, unless special circumstances require an extension
of the time for processing, in which case the Claimant shall be
notified in writing, and the Plan Administrator or its designee shall
make a decision within 120 days following its receipt of the request
for review.
	 
	 	(e)	 	Notwithstanding the foregoing, the Plan Administrator or its
designee may, in its sole discretion and in lieu of the procedures
described above, take whatever additional, alternative or abbreviated
action it feels is satisfactory to fully and fairly review any claim
for participation or benefits hereunder, to provide adequate written
notice of an initial claim denial or appeal and to offer reasonable
opportunity for a full and fair review of a claim denial.
	 
	 	(f)	 	Each Claimant must fully exhaust the claims procedures outlined
under this Section 11 before filing a claim arising under the Plan in
a court of law or similar body. The Plan Administrator’s decision on
review of a claim denial shall be final and binding on all interested
parties.



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	 	(g)	 	Upon the participant’s exhaustion of the claims procedures above,
the Corporation will reimburse the participant for legal fees incurred
by the participant in challenging or enforcing a Plan provision,
unless it is finally judicially determined that the participant
brought such claims in bad faith, in which case the participant will
pay such fees.



12. Non-Duplication of Benefits



     Notwithstanding anything herein to the contrary, the Corporation shall
have no obligations to pay benefits under this Plan if an executive receives
benefits under a change of control employment agreement or the termination
provisions of any other employment agreement.


13. No Right to Employment



     Participation in the Plan shall not give or be construed as giving a
Participant the right to be retained in the employ of the Corporation or a
Subsidiary. Further, the Corporation and each Subsidiary expressly reserve the
right at any time to dismiss a Participant free from any liability, or any
claim under the Plan, except as provided herein.


14. Governing Law



     To the extent that federal laws do not otherwise control, the Plan shall
be construed in accordance with and governed by the law of the State of
Delaware.


15. Savings Clause



     This Plan is intended to comply in all aspects with applicable law and
regulation. 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 so as
to foster the intent of this Plan.



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