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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




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FORM 10-K

Annual Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934


For the fiscal year ended December 31,
2003

Commission file number 001-15323


BANK ONE CORPORATION

(Exact name of registrant as specified in its
charter)




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|                                                                   |  |                                         
|------------------------------------------------------------------ |  | ----------------------------------------
|Delaware                                                           |  | 31-0738296                              
|(State or other jurisdiction of
    incorporation or organization) |  | (I.R.S. Employer
    Identification No.)

1 Bank One Plaza, Chicago, Illinois 60670

(Address of principal executive offices including
zip code)


Registrants telephone number, including
area code:(312) 732-4000


Securities registered pursuant to
Section 12(b) of the Act:

|                                                                   |  |                                                   
|------------------------------------------------------------------ |  | --------------------------------------------------
|                                                                   |  | Name of Each Exchange on                          
|Title of Each Class                                                |  | which Registered                                  
|                                                                   |  |                                                   
|Common Stock, $0.01 par value                                      |  | New York Stock Exchange
    Chicago Stock Exchange
|7 1/4% Subordinated Debentures Due 2004                            |  | New York Stock Exchange                           
|Guarantee of 8.00% Preferred Securities of BANK
    ONE Capital I  |  | New York Stock Exchange                           
|Guarantee of 8.50% Preferred Securities of BANK
    ONE Capital II |  | New York Stock Exchange                           
|Guarantee of 8.00% Preferred Securities of BANK
    ONE Capital V  |  | New York Stock Exchange                           
|Guarantee of 7.20% Preferred Securities of BANK
    ONE Capital VI |  | New York Stock Exchange                           

Securities registered pursuant to
Section 12(g) of the Act:None.

Indicate
by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding
12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes
[ü] No [ ]

Indicate
by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes
[ü] No [ ]

Indicate
by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of the registrants
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]

At
December 31, 2003, the Corporation had
1,119,582,033 shares of its Common Stock, $0.01 par
value, outstanding. The aggregate market value of voting stock
held by nonaffiliates of the Corporation at December 31,
2003, was approximately $40 billion (based on the closing
price of such stock as of the last business day of the
registrants most recently completed second fiscal quarter).

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrants 2003 Annual
Report to Shareholders are incorporated by reference into
Parts I, II and IV. Portions of the registrants Proxy
Statement relating to the registrants 2004 Annual Meeting
of Stockholders are incorporated by reference into
Part III.



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BANK ONE CORPORATION

2003 ANNUAL REPORT ON FORM 10-K


|                                     |           |         |  |                                                                                                    |  |      |           |  |  |  |       |  
|------------------------------------ | --------- | ------- |  | -------------------------------------------------------------------------------------------------- |  | ---- | --------- |  |  |  | ----- | -
|                                     |           |         |  |                                                                                                   
|                                     |           |         |  | Page                                                                                              
|                                     |           |         |  |                                                                                                   
|                                     |           | Annual  |  | Form                                                                                              
|Cross Reference                      |           | Report* |  | 10-K                                                                                              
|                                     |           |         |  |                                                                                                   
|PART I                               |           |         |  |                                                                                                    |  |      |           | 
|                                     | Item  1.  |         |  | Business     Description
    of Business                                                           |  |      | 27        |  |  |  | 1     |  
|                                     |           |         |  | Business Segments                                                                                  |  |      | 34-53     |  |  |  |       |  
|                                     |           |         |  | Employees                                                                                          |  |      |           |  |  |  | 1     |  
|                                     |           |         |  | Competition                                                                                        |  |      |           |  |  |  | 1     |  
|                                     |           |         |  | Risk Management                                                                                    |  |      | 54-55     |  |  |  |       |  
|                                     |           |         |  | Monetary Policy and
    Economic Controls                                                          |  |      |           |  |  |  | 1-2   |  
|                                     |           |         |  | Supervision and
    Regulation                                                                     |  |      |           |  |  |  | 2-4   |  
|                                     |           |         |  | Forward Looking
    Statements                                                                     |  |      | 27        |  |  |  | 4-5   |  
|                                     |           |         |  | Financial Review                                                                                   |  |      | 26-113    |  |  |  |       |  
|                                     | Item  2.  |         |  | Properties                                                                                         |  |      |           |  |  |  | 4     |  
|                                     | Item  3.  |         |  | Legal Proceedings                                                                                  |  |      | 107       |  |  |  |       |  
|                                     | Item  4.  |         |  | Submission of Matters to a Vote of Security
    Holders                                            |  | None
|Executive Officers of the Registrant |           |         |  |                                                                                                    |  |      | 10        | 
|PART II                              |           |         |  |                                                                                                    |  |      |           | 
|                                     | Item  5.  |         |  | Market for Registrants Common Equity and
    Related Stockholder Matters                          |  |      | 110,  113 |  |  |  |       |  
|                                     | Item  6.  |         |  | Selected Financial Data                                                                            |  |      | 26, 113   |  |  |  |       |  
|                                     | Item  7.  |         |  | Managements Discussion and Analysis of
    Financial Condition and Results of Operations          |  |      | 26-77     |  |  |  |       |  
|                                     | Item  7A. |         |  | Quantitative and Qualitative Disclosures About
    Market Risk                                     |  |      | 57-61     |  |  |  |       |  
|                                     | Item  8.  |         |  | Financial Statements and Supplementary Data                                                        |  |      | 78-113    |  |  |  | 6-8   |  
|                                     | Item  9.  |         |  | Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure           |  | None
|                                     | Item  9A  |         |  | Controls and Procedures                                                                            |  |      |           |  |  |  | 9     |  
|PART III                             |           |         |  |                                                                                                    |  |      |           | 
|                                     | Item  10. |         |  | Directors and Executive Officers of the Registrant                                                 |  |      |           |  |  |  | (1    | )
|                                     | Item  11. |         |  | Executive Compensation                                                                             |  |      |           |  |  |  | (1    | )
|                                     | Item  12. |         |  | Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters |  |      |           |  |  |  | 9(1   | )
|                                     | Item  13. |         |  | Certain Relationships and Related Transactions                                                     |  |      |           |  |  |  | (1    | )
|                                     | Item  14. |         |  | Principal Accountant Fees and Services                                                             |  |      |           |  |  |  | (1    | )
|PART IV                              |           |         |  |                                                                                                    |  |      |           | 
|                                     | Item  15. |         |  | Exhibits, Financial Statement Schedules and
    Reports on Form 8-K                                |  |      | 78-81     |  |  |  | 11-13 |  



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|  |                                                                                                                                                                                                               
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|* | The 2003 Annual Report to Shareholders, portions
    of which are incorporated by reference into this Form 10-K
    (the portions so incorporated being indicated by the pages
    referred to in this table).



|    |                                                                                                                                                                                                                                                                                              
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The information required by Items 10, 11,
    12, 13 and 14, respectively, is contained under the following
    headings in Bank Ones definitive proxy statement relating
    to the registrants 2004 Annual Meeting of Stockholders and
    is expressly incorporated herein by reference:



| |                                                                                                                                                                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Item 10Bank One
    Proposal 2: Election of DirectorsGeneral
    Information about the Nominees, Corporate
    Governance and Section 16(a) Beneficial
    Ownership Reporting Compliance.                                                                                                                                                                       
|
| | Item 11Compensation of Executive
    Officers, Compensation and Organization Committee
    Report on Executive Compensation, Director Meeting
    Attendance and Fee Arrangements, Performance
    Graph and Transactions with Directors, Executive
    Officers, Stockholders and AssociatesCompensation
    Committee Interlocks and Insider Participation.
|
| | Item 12Beneficial Ownership of
    Bank Ones Common Stock.                                                                                                                                                                                                                                                                                                           
|
| | Item 13Transactions with
    Directors, Executive Officers, Stockholders and Associates.                                                                                                                                                                                                                                                                              
|
| | Item 14Bank One
    Proposal 3: Ratification of Appointment of Independent
    Auditor and Report of the Audit and Risk Management
    Committee.                                                                                                                                                                                                                   



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DESCRIPTION OF BUSINESS

Bank One Corporation (Bank One or the
Corporation) is a financial holding company
(FHC) and a multibank bank holding company
registered under the Bank Holding Company Act of 1956 (the
BHC Act), and is headquartered in Chicago, Illinois.
Bank One was incorporated in Delaware in 1998, to effect the
merger of Banc One Corporation and First Chicago NBD
Corporation. On January 14, 2004, J.P. Morgan
Chase & Co. and Bank One entered into an agreement to
merge Bank One into J.P. Morgan Chase. Bank One and
J.P. Morgan Chase expect to complete the transaction in
mid-2004.

Bank One provides domestic retail banking,
finance and credit card services; worldwide commercial banking
services; and trust and investment management services. Bank One
operates banking offices in Arizona, Colorado, Florida,
Illinois, Indiana, Kentucky, Louisiana, Michigan, Ohio,
Oklahoma, Texas, Utah, West Virginia and Wisconsin and in
certain international markets. Bank One also engages in other
businesses related to banking and finance, including credit card
and merchant processing, consumer and education finance, real
estate-secured lending and servicing, insurance, venture
capital, investment and merchant banking, trust, brokerage,
investment management, leasing, community development and data
processing. These activities are conducted through bank
subsidiaries and nonbank subsidiaries. Prior to 2001, the bank
subsidiaries were operated under separate national or state
charters in the 14 states in which the banking offices are
located. Since 2001, most of the bank subsidiaries have been
consolidated into Bank One, National Association, headquartered
in Chicago, Illinois, and Bank One, National Association,
headquartered in Columbus, Ohio.

Available Information:Bank Ones Internet address is
www.bankone.com. Electronic copies of Bank Ones annual
report on Form 10-K, quarterly reports on Form 10-Q
and current reports on Form 8-K are available free of
charge by visiting www.bankone.com (Investor Relations page).
These reports are posted as soon as reasonably practicable after
they are electronically filed with the Securities and Exchange
Commission.

Bank One has posted its Corporate Governance
Principles, its Code of Ethics for directors, officers and
employees, and the charters of the Audit and Risk Management,
Corporate Governance and Nominating, and Compensation and
Organization committees of the Board of Directors on its Web
site at www.bankone.com (Investor Relations page). Bank One has
adopted a Code of Ethics for Senior Financial Officers that
covers the principal executive officer, the principal financial
officer and the principal accounting officer. This Code is also
posted at www.bankone.com (Investor Relations page); any
amendments to or waivers from the Code will be posted at the
same site.

EMPLOYEES

As of December 31, 2003, Bank One and its
subsidiaries had 71,196 full time and part time employees
with benefits. This figure does not include employees on
long-term disability.

COMPETITION

Bank One and its subsidiaries face active
competition in all of their principal activities, not only from
other financial holding companies and commercial banks, but also
from savings and loan associations, credit unions, finance
companies, mortgage companies, leasing companies, insurance
companies, mutual funds, securities brokers and dealers, other
domestic and foreign financial institutions, and various
nonfinancial institutions.

MONETARY POLICY AND ECONOMIC CONTROLS

The earnings of Bank Ones bank subsidiaries
(the Banks), and therefore the earnings of Bank One,
are affected by the policies of regulatory authorities,
including the Board of Governors of the Federal Reserve System
(the Federal Reserve Board). An important function
of the Federal Reserve Board is to promote orderly economic
growth by influencing interest rates and the supply of money and
credit. Among the methods that have been used to achieve this
objective are open market operations in United States government
securities, changes in the discount rate for member bank
borrowings and changes in reserve requirements against bank
deposits. These methods are used in varying combinations to
influence overall growth and distribution of bank loans,
investments and deposits, interest rates on loans and
securities, and rates paid for deposits.

1



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The effects of the various Federal Reserve Board
policies on the future business and earnings of Bank One cannot
be predicted. Other economic controls also have affected Bank
Ones operations in the past. Bank One cannot predict the
nature or extent of any effects that possible future
governmental controls or legislation might have on its business
and earnings.

SUPERVISION AND REGULATION

GENERAL

As a bank holding company, Bank One is regulated
under the BHC Act, and is subject to inspection, examination and
supervision by the Federal Reserve Board.

The Gramm-Leach-Bliley Act of 1999 (the GLB
Act) eliminated many of the restrictions placed on the
activities of bank holding companies that become FHCs. Bank One
became a FHC in August 2001. Among other things, the GLB Act
repealed certain Glass-Steagall Act restrictions on affiliations
between banks and securities firms, and amended the BHC Act to
permit bank holding companies that are FHCs to engage in
activities, and acquire companies engaged in activities, that
are: financial in nature (including insurance underwriting,
insurance company portfolio investment, financial advisory,
securities underwriting, dealing and market-making, and merchant
banking activities); incidental to financial activities; or
complementary to financial activities if the Federal Reserve
Board determines that they pose no substantial risk to the
safety or soundness of depository institutions or the financial
system in general. The GLB Act also permits national banks,
under certain circumstances, to engage through special financial
subsidiaries in the financial and other incidental activities
authorized for FHCs.

LIABILITY FOR BANK SUBSIDIARIES

The Federal Reserve Board requires a bank holding
company to act as a source of financial and managerial strength
to each of its subsidiary banks and to maintain resources
adequate to support each subsidiary bank. In addition, the
National Bank Act permits the Office of the Comptroller of the
Currency (OCC) to order the pro rata assessment of
shareholders of a national bank whose capital has become
impaired. If a shareholder fails to pay such an assessment, the
OCC can order the sale of the shareholders stock to cover
the deficiency. In the event of a bank holding companys
bankruptcy, any commitment by the bank holding company to a
federal bank regulatory agency to maintain the capital of a
subsidiary bank would be assumed by the bankruptcy trustee and
entitled to priority of payment.

Under the Federal Deposit Insurance Act, the
Federal Deposit Insurance Corporation (FDIC) can
hold any FDIC-insured depository institution liable for any loss
the FDIC incurs, or reasonably expects to incur, in connection
with (1) the default of any commonly controlled
FDIC-insured depository institution or (2) any assistance
provided by the FDIC to any commonly controlled depository
institution that is in danger of default. Default is
defined generally as the appointment of a conservator or
receiver and in danger of default is defined
generally as the existence of certain conditions indicating that
a default is likely to occur absent regulatory
assistance. All of the Banks are FDIC-insured depository
institutions.

CAPITAL REQUIREMENTS

Bank One is subject to capital requirements and
guidelines imposed on bank holding companies by the Federal
Reserve Board. The OCC, the FDIC and the Federal Reserve Board
impose similar requirements on the Banks within their respective
jurisdictions. These capital requirements establish higher
capital standards for banks and bank holding companies that
assume greater risks. For this purpose, a bank holding
companys or banks assets and certain off-balance
sheet commitments are assigned to four risk categories, each
weighted differently based on credit risk. Total capital, in
turn, is divided into three tiers:



| |   |                                                                                                                                                                                                                                              
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | core (Tier 1) capital, which
    includes common equity, certain qualifying cumulative and
    noncumulative perpetual preferred stock and related surplus, and
    minority interests in equity accounts of consolidated
    subsidiaries;

2



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| |   |                                                                                                                                                                                                                                                                                                                                           
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | supplementary (Tier 2) capital,
    which includes perpetual preferred stock and related surplus not
    meeting the Tier 1 definition, hybrid capital instruments,
    perpetual debt and mandatory convertible securities,
    subordinated debt, intermediate-term preferred stock, and
    allowances for loan and lease losses; and
|
| |  | market risk (Tier 3) capital,
    which includes qualifying unsecured subordinated debt.                                                                                                                                                                                                                                                

Goodwill, certain intangible assets and certain
other assets must be deducted in calculating the sum of the core
capital elements.

Bank One, like other bank holding companies, is
required to maintain Tier 1 and total capital equal to at
least 4% and 8%, respectively, of its total risk-weighted
assets. At December 31, 2003, Bank One met both
requirements, with Tier 1 and total capital equal to 10.0%
and 13.7%, respectively, of its total risk-weighted assets. Each
of the Banks was in compliance with its applicable minimum
capital requirement at December 31, 2003.

The Federal Reserve Board, the FDIC and the OCC
have incorporated market and interest rate risk components into
their risk-based capital standards. Under these market risk
requirements, capital is allocated to support the amount of
market risk related to a financial institutions ongoing
trading activities.

The Federal Reserve Board also requires a minimum
leverage ratio (Tier 1 capital to adjusted
average assets) of 3% for bank holding companies that have the
highest regulatory rating or have implemented the risk-based
capital measures for market risk, or 4% for holding companies
that do not meet either of these requirements. Each of the Banks
is subject to similar requirements adopted by the applicable
federal regulatory agency. At December 31, 2003, Bank
Ones leverage ratio was 8.8%, and each of the Banks was in
compliance with its applicable leverage ratio requirement.

While the federal banking regulators may set
capital requirements higher than the minimums noted above if
circumstances warrant it, no federal banking regulator has
imposed any such special capital requirement on Bank One or the
Banks.

Failure to meet capital requirements could
subject a bank to a variety of enforcement remedies, including
the termination of deposit insurance by the FDIC, and to certain
restrictions on its business, which are described below.

The Federal Deposit Insurance Corporation
Improvement Act of 1991 (FDICIA), among other
things, identifies five capital categories (from well
capitalized to critically undercapitalized)
for insured depository institutions, and requires the respective
federal bank regulatory agencies to take prompt corrective
action for insured depository institutions that do not meet
minimum capital requirements within these categories.

Failure to meet the capital guidelines could
subject a depository institution to capital-raising
requirements. An undercapitalized depository
institution must develop a capital restoration plan, and its
parent holding company must guarantee the banks compliance
with the plan. In the event of the bankruptcy of the parent
holding company, this guarantee would take priority over the
parents general unsecured creditors. In addition, FDICIA
requires the federal bank regulatory agencies to prescribe
certain noncapital standards for safety and soundness relating
generally to operations and management, asset quality and
executive compensation, and it permits regulatory action against
a financial institution that does not meet these standards.

As of December 31, 2003, each Bank was
well capitalized. It should be noted, however, that
a Banks capital category is determined solely for the
purpose of applying the federal banking agencies prompt
corrective action regulations; the capital category may not
constitute an accurate representation of a Banks overall
financial condition or prospects.

THE BANKS

The Banks are national banking associations and,
as such, are subject to regulation primarily by the OCC and,
secondarily, by the FDIC and the Federal Reserve Board. The
Banks operations in other countries are subject to various
restrictions imposed by the laws of those countries.

Federal law limits the amount of dividends the
Banks can pay to Bank One without regulatory approval. In
addition, federal bank regulatory agencies have authority to
prohibit the Banks from engaging in unsafe or unsound

3



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practices in conducting their business. The
payment of dividends, depending upon the financial condition of
the bank in question, could be deemed to constitute an unsafe or
unsound practice.


DEPOSITOR PREFERENCE STATUTE

Federal law provides that deposits and certain
claims for administrative expenses and employee compensation
against an insured depository institution are afforded a
priority over other general unsecured claims against such
institution, including federal funds and letters of credit, in
the liquidation or other resolution of the institution by any
receiver.

OTHER

Bank Ones nonbank subsidiaries and
banking-related business units are subject to regulation by
various state and federal regulatory agencies and
self-regulatory organizations. Activities subject to such
regulation include investment management, investment advisory
services, commodities and securities brokerage, insurance
services and products, and securities dealing.

PROPERTIES

Bank One and its subsidiaries occupy more than
2,300 owned or leased domestic properties, including
banking centers, operations facilities and commercial banking
offices. In addition, Bank One has 14 foreign offices in
leased premises in major cities in Canada, Mexico, Europe, Asia
and Australia.

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains
certain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. In addition,
Bank One may make or approve certain statements in future
filings with the Securities and Exchange Commission (the
Commission), in press releases, and in oral and
written statements made by or with Bank Ones approval that
are not statements of historical fact and may constitute
forward-looking statements. Forward-looking statements may
relate to, without limitation, Bank Ones financial
condition, results of operations, plans, objectives, future
performance or business.

Forward-looking statements can be identified by
the fact that they do not relate strictly to historical or
current facts. Words such as believes,
anticipates, expects,
intends, plans, estimates,
targeted and similar expressions, and future or
conditional verbs such as will, would,
should, could or may are
intended to identify forward-looking statements but are not the
only means to identify these statements.

Forward-looking statements involve risks and
uncertainties. Actual conditions, events or results may differ
materially from those contemplated by a forward-looking
statement. Factors that could cause this differencemany of
which are beyond Bank Ones controlinclude the
following, without limitation:



| |   |                                                                                                                                                                                                                       
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Local, regional and international business or
    economic conditions may differ from those expected.                                                                                                                 
|
| |  | The effects of and changes in trade, monetary and
    fiscal policies and laws, including the Federal Reserve
    Boards interest rate policies, may adversely affect Bank
    Ones business.                       
|
| |  | The timely development and acceptance of new
    products and services may be different than anticipated.                                                                                                             
|
| |  | Technological changes instituted by Bank One and
    by persons who may affect Bank Ones business may be more
    difficult to accomplish or more expensive than anticipated or
    may have unforeseen consequences.
|
| |  | Acquisitions and integration of acquired
    businesses may be more difficult or expensive than expected.                                                                                                             
|
| |  | The ability to increase market share and control
    expenses may be more difficult than anticipated.                                                                                                                 
|
| |  | Competitive pressures among financial services
    companies may increase significantly.                                                                                                                              
|
| |  | Changes in laws and regulations (including laws
    and regulations concerning taxes, banking, securities and
    insurance) may adversely affect Bank One or its business.                                           

4



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| |   |                                                                                                                                                                                                                                         
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Changes in accounting policies and practices, as
    may be adopted by regulatory agencies, the Public Company
    Accounting Oversight Board and the Financial Accounting
    Standards Board, may affect expected financial reporting.
|
| |  | The costs, effects and outcomes of litigation may
    adversely affect Bank One or its business.                                                                                                                                        
|
| |  | Bank One may not manage the risks involved in the
    foregoing as well as anticipated.                                                                                                                                                 

Forward-looking statements speak only as of the
date they are made. Bank One undertakes no obligation to update
any forward-looking statement to reflect subsequent
circumstances or events.

5



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BANK ONE CORPORATION and Subsidiaries 
 Average Balances/ Net Interest Margin/ Rates

|                                                                            |                                    |                                    |         |         |         |        |        |         |        |         |      |        |      |   |         |        |         |   |        |       |        |  |      |      |      |  
|--------------------------------------------------------------------------- | ---------------------------------- | ---------------------------------- | ------- | ------- | ------- | ------ | ------ | ------- | ------ | ------- | ---- | ------ | ---- | - | ------- | ------ | ------- | - | ------ | ----- | ------ |  | ---- | ---- | ---- | -
|                                                                            |                                    |                                   
|                                                                            |                                    | Year Ended December 31            
|                                                                            |                                    |                                   
|                                                                            |                                    |                                    |         |        
|                                                                            |                                    | 2003                               |         | 2002   
|                                                                            |                                    |                                    |         |        
|                                                                            |                                    | Average                            |         | Income/ |         | Yield/ |        | Average |        | Income/ |      | Yield/
|                                                                            |                                    | Balance                            |         | Expense |         | Rate   |        | Balance |        | Expense |      | Rate  
|(Income and rates on a tax-equivalent basis)                                |                                    |                                    |         |         |         |        |        |         |        |         |      |       
|(Dollars in millions)                                                       |                                    |                                    |         |         |         |        |        |         |        |         |      |        |      |   |         |        |         |   |        |       |        |  |      |     
|Assets                                                                      |                                    |                                    |         |         |         |        |        |         |        |         |      |        |      |   |         |        |         |   |        |       |        |  |      |     
|Short-term investments                                                      |                                    | $                                  | 17,194  |         |         | $      | 188    |         |        |         | 1.09 | %      |      | $ | 11,921  |        |         | $ | 170    |       |        |  | 1.43 | %   
|Trading assets (1)                                                          |                                    |                                    | 10,621  |         |         |        | 368    |         |        |         | 3.46 |        |      |   | 6,652   |        |         |   | 258    |       |        |  | 3.88 |     
|Investment securities: (1)                                                  |                                    |                                    |         |         |         |        |        |         |        |         |      |        |      |   |         |        |         |   |        |       |        |  |      |     
|                                                                            | U.S. government and federal agency |                                    |         | 33,812  |         |        |        | 1,375   |        |         |      | 4.07   |      |   |         | 27,869 |         |   |        | 1,455 |        |  |      | 5.22 |     
|                                                                            | States and political subdivisions  |                                    |         | 1,246   |         |        |        | 84      |        |         |      | 6.74   |      |   |         | 1,203  |         |   |        | 86    |        |  |      | 7.15 |     
|                                                                            | Other                              |                                    |         | 34,802  |         |        |        | 1,929   |        |         |      | 5.54   |      |   |         | 32,951 |         |   |        | 2,064 |        |  |      | 6.26 |     
|                                                                            |                                    |                                    |         |         |         |        |        |         |        |         |      |        |      |   |         |        |         |   |        |       |        |  |      |     
|                                                                            |                                    | Total investment securities        |         |         | 69,860  |        |        |         | 3,388  |         |      |        | 4.85 |   |         |        | 62,023  |   |        |       | 3,605  |  |      |      | 5.81 |  
|Interests in purchased receivables (2)                                      |                                    |                                    | 90      |         |         |        | N/M    |         |        |         | N/M  |        |      |   |         |        |         |   |        |       |        |  |      |     
|Loans (1)(3)                                                                |                                    |                                    | 143,722 |         |         |        | 8,879  |         |        |         | 6.18 |        |      |   | 150,805 |        |         |   | 9,999  |       |        |  | 6.63 |     
|                                                                            |                                    |                                    |         |         |         |        |        |         |        |         |      |        |      |   |         |        |         |   |        |       |        |  |      |     
|                                                                            |                                    | Total earning assets               |         |         | 241,487 |        |        | $       | 12,823 |         |      |        | 5.31 | % |         |        | 231,401 |   |        | $     | 14,032 |  |      |      | 6.06 | %
|                                                                            |                                    |                                    |         |         |         |        |        |         |        |         |      |        |      |   |         |        |         |   |        |       |        |  |      |     
|Allowance for loan losses (4)                                               |                                    |                                    | (3,911  | )       |         |        |        |         |        |         |      |        |      |   | (3,969  | )      |         |   |        |       |        |  |      |     
|Other assetsnonearning                                                     |                                    |                                    | 41,143  |         |         |        |        |         |        |         |      |        |      |   | 36,168  |        |         |   |        |       |        |  |      |     
|                                                                            |                                    |                                    |         |         |         |        |        |         |        |         |      |        |      |   |         |        |         |   |        |       |        |  |      |     
|                                                                            |                                    | Total assets                       |         | $       | 278,719 |        |        |         |        |         |      |        |      |   |         | $      | 263,600 |   |        |       |        |  |      |      |      |  
|                                                                            |                                    |                                    |         |         |         |        |        |         |        |         |      |        |      |   |         |        |         |   |        |       |        |  |      |     
|Liabilities and Stockholders
    Equity                                    |                                    |                                    |         |         |         |        |        |         |        |         |      |        |      |   |         |        |         |   |        |       |        |  |      |     
|Depositsinterest-bearing: (5)                                              |                                    |                                    |         |         |         |        |        |         |        |         |      |        |      |   |         |        |         |   |        |       |        |  |      |     
|                                                                            | Savings                            |                                    | $       | 10,217  |         |        | $      | 60      |        |         |      | 0.59   | %    |   | $       | 10,929 |         |   | $      | 85    |        |  |      | 0.78 | %   
|                                                                            | Money market                       |                                    |         | 63,874  |         |        |        | 665     |        |         |      | 1.04   |      |   |         | 56,606 |         |   |        | 771   |        |  |      | 1.36 |     
|                                                                            | Time                               |                                    |         | 26,228  |         |        |        | 1,062   |        |         |      | 4.05   |      |   |         | 34,416 |         |   |        | 1,575 |        |  |      | 4.58 |     
|                                                                            | Foreign offices (6)                |                                    |         | 15,662  |         |        |        | 244     |        |         |      | 1.56   |      |   |         | 14,444 |         |   |        | 280   |        |  |      | 1.94 |     
|                                                                            |                                    |                                    |         |         |         |        |        |         |        |         |      |        |      |   |         |        |         |   |        |       |        |  |      |     
|                                                                            |                                    | Total depositsinterest-bearing    |         |         | 115,981 |        |        |         | 2,031  |         |      |        | 1.75 |   |         |        | 116,395 |   |        |       | 2,711  |  |      |      | 2.33 |  
|Federal funds purchased and securities sold under
    repurchase agreements |                                    |                                    | 20,455  |         |         |        | 271    |         |        |         | 1.32 |        |      |   | 14,948  |        |         |   | 271    |       |        |  | 1.81 |     
|Other short-term borrowings                                                 |                                    |                                    | 11,993  |         |         |        | 341    |         |        |         | 2.84 |        |      |   | 8,886   |        |         |   | 262    |       |        |  | 2.95 |     
|Long-term debt (7)                                                          |                                    |                                    | 44,802  |         |         |        | 1,869  |         |        |         | 4.17 |        |      |   | 43,325  |        |         |   | 2,088  |       |        |  | 4.82 |     
|                                                                            |                                    |                                    |         |         |         |        |        |         |        |         |      |        |      |   |         |        |         |   |        |       |        |  |      |     
|                                                                            |                                    | Total interest-bearing liabilities |         |         | 193,231 |        |        | $       | 4,512  |         |      |        | 2.34 | % |         |        | 183,554 |   |        | $     | 5,332  |  |      |      | 2.90 | %
|                                                                            |                                    |                                    |         |         |         |        |        |         |        |         |      |        |      |   |         |        |         |   |        |       |        |  |      |     
|Noninterest-bearing deposits                                                |                                    |                                    | 44,951  |         |         |        |        |         |        |         |      |        |      |   | 43,568  |        |         |   |        |       |        |  |      |     
|Other liabilities (4)                                                       |                                    |                                    | 17,934  |         |         |        |        |         |        |         |      |        |      |   | 14,779  |        |         |   |        |       |        |  |      |     
|Preferred stock                                                             |                                    |                                    |        |         |         |        |        |         |        |         |      |        |      |   |        |        |         |   |        |       |        |  |      |     
|Common stockholders equity                                                 |                                    |                                    | 22,603  |         |         |        |        |         |        |         |      |        |      |   | 21,699  |        |         |   |        |       |        |  |      |     
|                                                                            |                                    |                                    |         |         |         |        |        |         |        |         |      |        |      |   |         |        |         |   |        |       |        |  |      |     
|                                                                            |                                    | Total liabilities and equity       |         | $       | 278,719 |        |        |         |        |         |      |        |      |   |         | $      | 263,600 |   |        |       |        |  |      |      |      |  
|                                                                            |                                    |                                    |         |         |         |        |        |         |        |         |      |        |      |   |         |        |         |   |        |       |        |  |      |     
|Interest income/earning assets                                              |                                    |                                    |         |         |         | $      | 12,823 |         |        |         | 5.31 | %      |      |   |         |        |         | $ | 14,032 |       |        |  | 6.06 | %   
|Interest expense/earning assets                                             |                                    |                                    |         |         |         |        | 4,512  |         |        |         | 1.87 |        |      |   |         |        |         |   | 5,332  |       |        |  | 2.30 |     
|                                                                            |                                    |                                    |         |         |         |        |        |         |        |         |      |        |      |   |         |        |         |   |        |       |        |  |      |     
|Net interest margin                                                         |                                    |                                    |         |         |         | $      | 8,311  |         |        |         | 3.44 | %      |      |   |         |        |         | $ | 8,700  |       |        |  | 3.76 | %   
|                                                                            |                                    |                                    |         |         |         |        |        |         |        |         |      |        |      |   |         |        |         |   |        |       |        |  |      |     



---

N/M = Not meaningful.



|    |                                                                                                                                                                                                                                                                                
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Includes tax-equivalent adjustments based on
    federal income tax rate of 35%.                                                                                                                                                                                               
|   
|(2) | Impacted by the adoption of FASB Interpretation
    No. 46, effective December 31, 2003.                                                                                                                                                                                       
|   
|(3) | Nonperforming loans are included in average
    balances used to determine average rate.                                                                                                                                                                                       
|   
|(4) | Reserves related to unfunded lending commitments
    and standby letters of credit were reclassified from the
    allowance for loan losses to other liabilities for all periods
    presented.                                                                                
|   
|(5) | On a consolidated basis, demand deposit balances
    are routinely swept into money market. On a line of business
    basis, balances are presented without the impact of the sweeps.
    Certain prior data has been adjusted to conform with current
    period presentation.
|   
|(6) | Includes international banking facility deposit
    balances in domestic offices and balances of Edge Act and
    overseas offices.                                                                                                                                            
|   
|(7) | Includes trust preferred capital securities.                                                                                                                                                                                                                                   

6



---



##### 



| |  |                        |         |         |  |        |        |         |  |         |      |        |  |         |         |         |  |        |        |  |  |  |      |   |  |   |         |   |  |   |        |  |  |  |      |  
| |  | ---------------------- | ------- | ------- |  | ------ | ------ | ------- |  | ------- | ---- | ------ |  | ------- | ------- | ------- |  | ------ | ------ |  |  |  | ---- | - |  | - | ------- | - |  | - | ------ |  |  |  | ---- | -
| |  |                       
| |  | Year Ended December 31
| |  |                       
| |  |                        |         |         |  |       
| |  | 2001                   |         | 2000    |  | 1999  
| |  |                        |         |         |  |       
| |  | Average                |         | Income/ |  | Yield/ |        | Average |  | Income/ |      | Yield/ |  | Average |         | Income/ |  | Yield/
| |  | Balance                |         | Expense |  | Rate   |        | Balance |  | Expense |      | Rate   |  | Balance |         | Expense |  | Rate  
| |  |                        |         |         |  |        |        |         |  |         |      |        |  |         |         |         |  |       
| |  | $                      | 13,608  |         |  | $      | 516    |         |  |         | 3.79 | %      |  | $       | 16,941  |         |  | $      | 1,037  |  |  |  | 6.12 | % |  | $ | 13,976  |   |  | $ | 635    |  |  |  | 4.54 | %
| |  |                        | 6,615   |         |  |        | 309    |         |  |         | 4.67 |        |  |         | 6,937   |         |  |        | 439    |  |  |  | 6.33 |   |  |   | 6,128   |   |  |   | 332    |  |  |  | 5.42 |  
| |  |                        | 21,091  |         |  |        | 1,200  |         |  |         | 5.69 |        |  |         | 14,406  |         |  |        | 958    |  |  |  | 6.65 |   |  |   | 15,228  |   |  |   | 1,008  |  |  |  | 6.62 |  
| |  |                        | 1,291   |         |  |        | 97     |         |  |         | 7.51 |        |  |         | 1,367   |         |  |        | 105    |  |  |  | 7.68 |   |  |   | 1,835   |   |  |   | 135    |  |  |  | 7.36 |  
| |  |                        | 28,210  |         |  |        | 1,997  |         |  |         | 7.08 |        |  |         | 29,639  |         |  |        | 2,362  |  |  |  | 7.97 |   |  |   | 29,517  |   |  |   | 2,169  |  |  |  | 7.35 |  
| |  |                        |         |         |  |        |        |         |  |         |      |        |  |         |         |         |  |        |        |  |  |  |      |   |  |   |         |   |  |   |        |  |  |  |      |  
| |  |                        | 50,592  |         |  |        | 3,294  |         |  |         | 6.51 |        |  |         | 45,412  |         |  |        | 3,425  |  |  |  | 7.54 |   |  |   | 46,580  |   |  |   | 3,312  |  |  |  | 7.11 |  
| |  |                        | 167,054 |         |  |        | 13,269 |         |  |         | 7.94 |        |  |         | 171,768 |         |  |        | 15,272 |  |  |  | 8.89 |   |  |   | 156,855 |   |  |   | 13,093 |  |  |  | 8.35 |  
| |  |                        |         |         |  |        |        |         |  |         |      |        |  |         |         |         |  |        |        |  |  |  |      |   |  |   |         |   |  |   |        |  |  |  |      |  
| |  |                        | 237,869 |         |  | $      | 17,388 |         |  |         | 7.31 | %      |  |         | 241,058 |         |  | $      | 20,173 |  |  |  | 8.37 | % |  |   | 223,539 |   |  | $ | 17,372 |  |  |  | 7.77 | %
| |  |                        |         |         |  |        |        |         |  |         |      |        |  |         |         |         |  |        |        |  |  |  |      |   |  |   |         |   |  |   |        |  |  |  |      |  
| |  |                        | (3,826  | )       |  |        |        |         |  |         |      |        |  |         | (2,452  | )       |  |        |        |  |  |  |      |   |  |   | (1,948  | ) |  |   |        |  |  |  |      |  
| |  |                        | 34,085  |         |  |        |        |         |  |         |      |        |  |         | 33,786  |         |  |        |        |  |  |  |      |   |  |   | 35,242  |   |  |   |        |  |  |  |      |  
| |  |                        |         |         |  |        |        |         |  |         |      |        |  |         |         |         |  |        |        |  |  |  |      |   |  |   |         |   |  |   |        |  |  |  |      |  
| |  | $                      | 268,128 |         |  |        |        |         |  |         |      |        |  | $       | 272,392 |         |  |        |        |  |  |  |      |   |  | $ | 256,833 |   |  |   |        |  |  |  |      |  
| |  |                        |         |         |  |        |        |         |  |         |      |        |  |         |         |         |  |        |        |  |  |  |      |   |  |   |         |   |  |   |        |  |  |  |      |  
| |  | $                      | 15,463  |         |  | $      | 168    |         |  |         | 1.09 | %      |  | $       | 16,433  |         |  | $      | 240    |  |  |  | 1.46 | % |  | $ | 19,866  |   |  | $ | 310    |  |  |  | 1.56 | %
| |  |                        | 52,399  |         |  |        | 1,240  |         |  |         | 2.37 |        |  |         | 47,552  |         |  |        | 1,645  |  |  |  | 3.46 |   |  |   | 44,730  |   |  |   | 1,432  |  |  |  | 3.20 |  
| |  |                        | 43,792  |         |  |        | 2,573  |         |  |         | 5.88 |        |  |         | 43,555  |         |  |        | 2,646  |  |  |  | 6.08 |   |  |   | 35,202  |   |  |   | 1,784  |  |  |  | 5.07 |  
| |  |                        | 21,648  |         |  |        | 900    |         |  |         | 4.16 |        |  |         | 27,609  |         |  |        | 1,593  |  |  |  | 5.77 |   |  |   | 24,157  |   |  |   | 1,112  |  |  |  | 4.60 |  
| |  |                        |         |         |  |        |        |         |  |         |      |        |  |         |         |         |  |        |        |  |  |  |      |   |  |   |         |   |  |   |        |  |  |  |      |  
| |  |                        | 133,302 |         |  |        | 4,881  |         |  |         | 3.66 |        |  |         | 135,149 |         |  |        | 6,124  |  |  |  | 4.53 |   |  |   | 123,955 |   |  |   | 4,638  |  |  |  | 3.74 |  
| |  |                        | 16,664  |         |  |        | 633    |         |  |         | 3.80 |        |  |         | 18,961  |         |  |        | 1,142  |  |  |  | 6.02 |   |  |   | 19,711  |   |  |   | 935    |  |  |  | 4.74 |  
| |  |                        | 13,508  |         |  |        | 659    |         |  |         | 4.88 |        |  |         | 18,978  |         |  |        | 1,216  |  |  |  | 6.41 |   |  |   | 17,857  |   |  |   | 942    |  |  |  | 5.28 |  
| |  |                        | 42,786  |         |  |        | 2,479  |         |  |         | 5.79 |        |  |         | 39,395  |         |  |        | 2,747  |  |  |  | 6.97 |   |  |   | 29,367  |   |  |   | 1,745  |  |  |  | 5.94 |  
| |  |                        |         |         |  |        |        |         |  |         |      |        |  |         |         |         |  |        |        |  |  |  |      |   |  |   |         |   |  |   |        |  |  |  |      |  
| |  |                        | 206,260 |         |  | $      | 8,652  |         |  |         | 4.19 | %      |  |         | 212,483 |         |  | $      | 11,229 |  |  |  | 5.28 | % |  |   | 190,890 |   |  | $ | 8,260  |  |  |  | 4.33 | %
| |  |                        |         |         |  |        |        |         |  |         |      |        |  |         |         |         |  |        |        |  |  |  |      |   |  |   |         |   |  |   |        |  |  |  |      |  
| |  |                        | 28,499  |         |  |        |        |         |  |         |      |        |  |         | 27,313  |         |  |        |        |  |  |  |      |   |  |   | 31,229  |   |  |   |        |  |  |  |      |  
| |  |                        | 13,640  |         |  |        |        |         |  |         |      |        |  |         | 13,024  |         |  |        |        |  |  |  |      |   |  |   | 14,260  |   |  |   |        |  |  |  |      |  
| |  |                        | 158     |         |  |        |        |         |  |         |      |        |  |         | 190     |         |  |        |        |  |  |  |      |   |  |   | 190     |   |  |   |        |  |  |  |      |  
| |  |                        | 19,571  |         |  |        |        |         |  |         |      |        |  |         | 19,382  |         |  |        |        |  |  |  |      |   |  |   | 20,264  |   |  |   |        |  |  |  |      |  
| |  |                        |         |         |  |        |        |         |  |         |      |        |  |         |         |         |  |        |        |  |  |  |      |   |  |   |         |   |  |   |        |  |  |  |      |  
| |  | $                      | 268,128 |         |  |        |        |         |  |         |      |        |  | $       | 272,392 |         |  |        |        |  |  |  |      |   |  | $ | 256,833 |   |  |   |        |  |  |  |      |  
| |  |                        |         |         |  |        |        |         |  |         |      |        |  |         |         |         |  |        |        |  |  |  |      |   |  |   |         |   |  |   |        |  |  |  |      |  
| |  |                        |         |         |  | $      | 17,388 |         |  |         | 7.31 | %      |  |         |         |         |  | $      | 20,173 |  |  |  | 8.37 | % |  |   |         |   |  | $ | 17,372 |  |  |  | 7.77 | %
| |  |                        |         |         |  |        | 8,652  |         |  |         | 3.64 |        |  |         |         |         |  |        | 11,229 |  |  |  | 4.66 |   |  |   |         |   |  |   | 8,260  |  |  |  | 3.70 |  
| |  |                        |         |         |  |        |        |         |  |         |      |        |  |         |         |         |  |        |        |  |  |  |      |   |  |   |         |   |  |   |        |  |  |  |      |  
| |  |                        |         |         |  | $      | 8,736  |         |  |         | 3.67 | %      |  |         |         |         |  | $      | 8,944  |  |  |  | 3.71 | % |  |   |         |   |  | $ | 9,112  |  |  |  | 4.07 | %
| |  |                        |         |         |  |        |        |         |  |         |      |        |  |         |         |         |  |        |        |  |  |  |      |   |  |   |         |   |  |   |        |  |  |  |      |  

7



---



##### 



Analysis of Changes in Net Interest
Income

The approximate effect on net interest income of
volume and rate changes for 2003 and 2002 for the year ended
December 31 follows:

|                                         |                                                                             |                                    |       |                |      |       |   |        |      |      |      |        |      |        |   |        |      |   |   |        |      |   |     |        |      |        |  
|---------------------------------------- | --------------------------------------------------------------------------- | ---------------------------------- | ----- | -------------- | ---- | ----- | - | ------ | ---- | ---- | ---- | ------ | ---- | ------ | - | ------ | ---- | - | - | ------ | ---- | - | --- | ------ | ---- | ------ | -
|                                         |                                                                             |                                    |       |               
|                                         |                                                                             | 2003 over 2002                     |       | 2002 over 2001
|                                         |                                                                             |                                    |       |               
|                                         |                                                                             | Volume                             |       | Rate           |      | Total |   | Volume |      | Rate |      | Total 
|Year Ended December 31 (in millions)     |                                                                             |                                    |       |                |      |       |   |        |      |      |      |       
|Increase (decrease) in interest income:  |                                                                             |                                    |       |                |      |       |   |        |      |      |      |        |      |        |   |        |      |   |   |        |      |   |     |       
|                                         | Short-term investments                                                      |                                    | $     | 58             |      |       | $ | (40    | )    |      | $    | 18     |      |        | $ | (24    | )    |   | $ | (322   | )    |   | $   | (346   | )   
|                                         | Trading assets                                                              |                                    |       | 138            |      |       |   | (28    | )    |      |      | 110    |      |        |   | 1      |      |   |   | (52    | )    |   |     | (51    | )   
|                                         | Investment securities:                                                      |                                    |       |                |      |       |   |        |      |      |      |        |      |        |   |        |      |   |   |        |      |   |     |        |     
|                                         |                                                                             | U.S. government and federal agency |       |                | 242  |       |   |        | (322 | )    |      |        | (80  | )      |   |        | 354  |   |   |        | (99  | ) |     |        | 255  |       
|                                         |                                                                             | States and political subdivisions  |       |                | 3    |       |   |        | (5   | )    |      |        | (2   | )      |   |        | (6   | ) |   |        | (5   | ) |     |        | (11  | )     
|                                         |                                                                             | Other                              |       |                | 103  |       |   |        | (238 | )    |      |        | (135 | )      |   |        | 297  |   |   |        | (230 | ) |     |        | 67   |       
|                                         | Loans                                                                       |                                    |       | (438           | )    |       |   | (682   | )    |      |      | (1,120 | )    |        |   | (1,077 | )    |   |   | (2,193 | )    |   |     | (3,270 | )   
|                                         |                                                                             |                                    |       |                |      |       |   |        |      |      |      |        |      |        |   |        |      |   |   |        |      |   |     |       
|                                         |                                                                             |                                    | Total |                |      |       |   |        |      |      |      |        |      | (1,209 | ) |        |      |   |   |        |      |   |     |        |      | (3,356 | )
|Increase (decrease) in interest expense: |                                                                             |                                    |       |                |      |       |   |        |      |      |      |        |      |        |   |        |      |   |   |        |      |   |     |       
|                                         | Deposits:                                                                   |                                    |       |                |      |       |   |        |      |      |      |        |      |        |   |        |      |   |   |        |      |   |     |        |     
|                                         |                                                                             | Savings                            |       |                | (4   | )     |   |        | (21  | )    |      |        | (25  | )      |   |        | (35  | ) |   |        | (48  | ) |     |        | (83  | )     
|                                         |                                                                             | Money market                       |       |                | 76   |       |   |        | (182 | )    |      |        | (106 | )      |   |        | 57   |   |   |        | (526 | ) |     |        | (469 | )     
|                                         |                                                                             | Time                               |       |                | (332 | )     |   |        | (181 | )    |      |        | (513 | )      |   |        | (429 | ) |   |        | (569 | ) |     |        | (998 | )     
|                                         |                                                                             | Foreign offices                    |       |                | 19   |       |   |        | (55  | )    |      |        | (36  | )      |   |        | (140 | ) |   |        | (480 | ) |     |        | (620 | )     
|                                         | Federal funds purchased and securities sold under
    repurchase agreements |                                    |       | 73             |      |       |   | (73    | )    |      |      |       |      |        |   | (31    | )    |   |   | (331   | )    |   |     | (362   | )   
|                                         | Other short-term borrowings                                                 |                                    |       | 88             |      |       |   | (9     | )    |      |      | 79     |      |        |   | (136   | )    |   |   | (261   | )    |   |     | (397   | )   
|                                         | Long-term debt                                                              |                                    |       | 62             |      |       |   | (281   | )    |      |      | (219   | )    |        |   | 26     |      |   |   | (417   | )    |   |     | (391   | )   
|                                         |                                                                             |                                    |       |                |      |       |   |        |      |      |      |        |      |        |   |        |      |   |   |        |      |   |     |       
|                                         |                                                                             |                                    | Total |                |      |       |   |        |      |      |      |        |      | (820   | ) |        |      |   |   |        |      |   |     |        |      | (3,320 | )
|                                         |                                                                             |                                    |       |                |      |       |   |        |      |      |      |        |      |        |   |        |      |   |   |        |      |   |     |       
|Decrease in net interest income          |                                                                             |                                    |       |                |      |       |   |        |      | $    | (389 | )      |      |        |   |        |      |   |   |        |      | $ | (36 | )     
|                                         |                                                                             |                                    |       |                |      |       |   |        |      |      |      |        |      |        |   |        |      |   |   |        |      |   |     |       

For purposes of this table, changes that are not
due solely to volume or rate changes are allocated to volume.

8



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##### 



EQUITY COMPENSATION PLAN INFORMATION

|                                                                  |       |                            |            |                               |  |                                 |        |        |  |  |           |           | 
|----------------------------------------------------------------- | ----- | -------------------------- | ---------- | ----------------------------- |  | ------------------------------- | ------ | ------ |  |  | --------- | --------- | 
|                                                                  |       |                            |            |                               |  | Number of securities           
|                                                                  |       |                            |            |                               |  | remaining available for        
|                                                                  |       | Number of securities to be |            |                               |  | future issuance under equity   
|                                                                  |       | issued upon exercise of    |            | Weighted-average exercise     |  | compensation plans             
|                                                                  |       | outstanding options,       |            | price of outstanding options, |  | (excluding securities reflected
|                                                                  |       | warrants and rights        |            | warrants and rights           |  | in column (a))                 
|Plan Category                                                     |       | (a)                        |            | (b)                           |  | (c)                            
|                                                                  |       |                            |            |                               |  |                                
|Equity compensation plans
    approved by security
    holders    |       |                            | 97,123,144 |                               |  |                                 | $38.73 |        |  |  | (1)(2)(3) |          
|Equity compensation plan
    not approved by security
    holders |       |                            | N/A        |                               |  |                                 | N/A    |        |  |  | N/A       |          
|                                                                  |       |                            |            |                               |  |                                 |        |        |  |  |           |          
|                                                                  | Total |                            |            | 97,123,144                    |  |                                 |        | $38.73 |  |  |           | (1)(2)(3) | 
|                                                                  |       |                            |            |                               |  |                                 |        |        |  |  |           |          



---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Under the Stock Performance Plan, 2% of
    outstanding common stock is available for grant annually. In
    addition, the following is also available for future issuance:
    the unused portion of the 2% limit from prior plan years; shares
    cancelled, forfeited, surrendered, terminated, paid in cash, or
    expired unexercised; excess amount of variable awards fixed at
    less than maximum (currently none); and shares used for purchase
    price or taxes provided that a restorative option has been
    granted.
|   
|    | The above total number of shares available for
    grant in any plan year may not exceed 5% of the outstanding
    common stock as reported in the annual report on Form 10-K
    for the fiscal year ending immediately prior to the plan year.                                                                                                                                                                                                                                                                                        
|   
|(2) | Under the Employee Stock Purchase Plan,
    16,244,253 shares are available for future issuance.                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|(3) | Under the Director Stock Plan,
    725,647 shares are available for future issuance.                                                                                                                                                                                                                                                                                                                                                                                                                                                    

DISCLOSURE CONTROLS AND INTERNAL CONTROLS

Bank Ones management evaluated its
disclosure controls and procedures as of December 31, 2003.
Based on this evaluation, the Principal Executive Officer and
Principal Financial Officer each concludes that as of
December 31, 2003, Bank One maintained effective disclosure
controls and procedures in all material respects, including
those to ensure that information required to be disclosed in
reports filed or submitted under the Securities Exchange Act of
1934 is recorded, processed, summarized and reported, within the
time periods specified in the Commissions rules and forms,
and is accumulated and communicated to management, including the
Principal Executive Officer and the Principal Financial Officer,
as appropriate to allow for timely decisions regarding required
disclosure.

There has been no change in Bank Ones
internal control over financial reporting that occurred during
Bank Ones most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, Bank
Ones internal control over financial reporting.

9



---



##### 



EXECUTIVE OFFICERS OF THE REGISTRANT

|                          |  |                                                                         
|------------------------- |  | ------------------------------------------------------------------------
|                          |  | Current Position Held with the Corporation and                          
|Name and Age              |  | Effective Date First Elected to Office Indicated                        
|                          |  |                                                                         
|James Dimon (47)          |  | Director, Chairman and Chief Executive Officer
    (3/27/00)            
|Austin A. Adams (60)      |  | Executive Vice President (3/1/01)                                       
|Linda Bammann (47)        |  | Executive Vice President and Chief Risk
    Management Officer (5/15/01)
|James S. Boshart III (58) |  | Executive Vice President (9/5/00)                                       
|William I. Campbell (59)  |  | Executive Vice President (7/21/03)                                      
|Stephen Cerrone (44)      |  | Executive Vice President (9/22/03)                                      
|David E. Donovan (53)     |  | Executive Vice President (6/4/01)                                       
|Joan Guggenheimer (51)    |  | Executive Vice President, Chief Legal Officer and
    Secretary (5/5/03)
|David J. Kundert (61)     |  | Executive Vice President (12/15/98)                                     
|Jay Mandelbaum (41)       |  | Executive Vice President (9/17/02)                                      
|Heidi Miller (50)         |  | Executive Vice President and Chief Financial
    Officer (3/29/02)      
|Tyree B. Miller (50)      |  | Executive Vice President (3/6/02)                                       
|Charles W. Scharf (38)    |  | Executive Vice President (6/12/00)                                      

Messrs. Donovan, Kundert and Miller each
have served as an officer of Bank One, or a subsidiary or
predecessor, for more than five years. The prior business
experience of the other executive officers is set forth below:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | James Dimon:November 1998-March 2000private
    investor; October-November 1998President, Citigroup Inc.,
    and Chairman and Co-Chief Executive Officer of Citigroup
    subsidiary Salomon Smith Barney Holdings, Inc.; November
    1993-October 1998President and Chief Operating Officer,
    Travelers Group, as well as executive positions with
    Travelers subsidiaries Smith Barney, Inc. and Salomon
    Smith Barney Holdings, Inc. during that period.
|
| | Austin A. Adams:1985-February 2001Executive Vice
    President of the Automation and Operations Group and other
    executive positions, First Union Corporation.                                                                                                                                                                                                                                                                                                        
|
| | Linda Bammann:October 2000-May 2001Senior
    Managing Director, Banc One Capital Markets, Inc.; April
    1992-June 2000Managing Director, UBS Warburg.                                                                                                                                                                                                                                                                                                                
|
| | James S. Boshart III:June 1998-September 2000Co-Chief
    Executive Officer, Schroder Salomon Smith Barney; January
    1998-June 1998Head of Transition Team, Salomon Smith
    Barney; 1997-January 1998Vice Chairman and Co-Head of
    Investment Banking, Salomon Smith Barney, Inc.;
    1995-1997Head of Capital Markets, Smith Barney, Inc.                                                                                                                   
|
| | William I. Campbell:January 2000-July 2003Senior
    Partner, Sanoch Management, LLC; January 1996-December
    1999Co-Chief Executive Officer of Global Consumer
    Business, Citigroup Inc.                                                                                                                                                                                                                                                                          
|
| | Stephen Cerrone:November 1999-September
    2003Executive Vice President of Human Resources, Burger
    King Corporation; May 1997-November 1999Vice President of
    Human Resources, Burger King Corporation.                                                                                                                                                                                                                                                         
|
| | Joan Guggenheimer:2002-April 2003Co-General
    Counsel, Citigroup Inc.; 1985-2003General Counsel of the
    Global Corporate and Investment Bank and other executive
    positions, Citigroup Inc. and predecessor entities.                                                                                                                                                                                                                                           
|
| | Jay Mandelbaum:September 2000-August 2002Vice
    Chairman and Chief Executive Officer, Private Client Group,
    Salomon Smith Barney, Inc.; August 1997-August
    2000Executive Vice President/ Senior Vice President,
    Private Client Sales and Marketing, Salomon Smith Barney, Inc.                                                                                                                                                                            
|
| | Heidi Miller:January 2001-March 2002Vice
    Chairman, Marsh, Inc.; March-November 2000Senior Executive
    Vice President, Chief Financial Officer and Head of Strategic
    Planning, Priceline.com; 1998-March 2000Chief Financial
    Officer, Citigroup Inc.; 1995-1998Chief Financial Officer,
    Travelers Group.                                                                                                                                             
|
| | Charles W. Scharf:1998-June 2000Chief Financial
    Officer, Citigroup Global Corporate and Investment Bank;
    1995-1998Chief Financial Officer, Salomon Smith Barney,
    Inc.                                                                                                                                                                                                                                                                                       
|
| | Bank Ones executive officers serve until
    the 2004 annual organizational meeting of the Board of Directors.                                                                                                                                                                                                                                                                                                                                                           

10



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##### 



EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K

(a) (1) Financial Statements.

|                                                                                        |  |        |        | 
|--------------------------------------------------------------------------------------- |  | ------ | ------ | 
|                                                                                        |  | Annual
|                                                                                        |  | Report
|                                                                                        |  | Pages 
|                                                                                        |  |       
|Consolidated Balance
    SheetsDecember 31, 2003 and 2002                              |  |        | 78     | 
|Consolidated Income StatementsThree Years
    Ended December 31, 2003                  |  |        | 79     | 
|Consolidated Statements of Stockholders
    EquityThree Years Ended December 31, 2003 |  |        | 80     | 
|Consolidated Statements of Cash FlowsThree
    Years Ended December 31, 2003           |  |        | 81     | 
|Notes to Consolidated Financial Statements                                              |  |        | 82-111 | 

(2) Financial Statement Schedules.

All schedules normally required by Form 10-K
are omitted, since either they are not applicable or the
required information is shown in the financial statements or the
notes thereto.

(3) Exhibits.

|       |  |                                                                                                                                                                                                                                                           
|------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.     |  | Agreement of Merger dated January 14, 2004,
    between J.P. Morgan Chase & Co. and Bank One Corporation
    [Exhibit 2.1 to Bank Ones Current Report on Form 8-K
    (File No. 001-15323) dated January 28, 2004,
    incorporated herein by reference].
|3(A).  |  | Bank Ones Restated Certificate of
    Incorporation, as amended [Exhibit 3(A) to Bank Ones
    2001 Annual Report on Form 10-K (File No. 001-15323)
    incorporated herein by reference].                                                              
|3(B).  |  | Bank Ones By-Laws, as amended
    [Exhibit 3(B) to Bank Ones 1999 Annual Report on
    Form 10-K (File No. 001-15323) incorporated herein by
    reference].                                                                                            
|4.     |  | Instruments defining the rights of security
    holders, including indentures.                                                                                                                                                                           
|10(A). |  | Bank One Corporation Stock Performance Plan
    [Exhibit 10(A) to Bank Ones 2002 Annual Report on
    Form 10-K (File No. 001-15323) incorporated herein by
    reference].*                                                                             
|10(B). |  | Bank One Corporation Director Stock Plan, as
    amended.*                                                                                                                                                                                                
|10(C). |  | Summary of Bank One Corporation Supplemental
    Executive Retirement Plan [Exhibit 10(C) to Bank Ones
    2000 Annual Report on Form 10-K (File No. 001-15323)
    incorporated herein by reference].*                                                  
|10(D). |  | Bank One Corporation Deferred Compensation Plan,
    as amended [Exhibit 10(D) to Bank Ones 2000 Annual
    Report on Form 10-K (File No. 001-15323) incorporated
    herein by reference].*                                                             
|10(E). |  | Bank One Corporation Supplemental Savings and
    Investment Plan, as amended.*                                                                                                                                                                           
|10(F). |  | Bank One Corporation Supplemental Personal
    Pension Account Plan, as amended.*                                                                                                                                                                         
|10(G). |  | Bank One Corporation Key Executive Change of
    Control Plan, as amended.*                                                                                                                                                                               
|10(H). |  | Bank One Corporation Planning Group Annual
    Incentive Plan, as amended.*                                                                                                                                                                               
|10(I). |  | Bank One Corporation Investment Option Plan
    [Exhibit 10(K) to Bank Ones 1999 Annual Report on
    Form 10-K (File No. 001-15323) incorporated herein by
    reference].*                                                                             

11



---



##### 



|       |  |                                                                                                                                                                                                                                                               
|------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10(J). |  | Summary of Bank One Corporation Director Deferred
    Compensation Plan [Exhibit 10(M) to Bank Ones 2000
    Annual Report on Form 10-K (File No. 001-15323)
    incorporated herein by reference].*                                                         
|10(K). |  | First Chicago Corporation Stock Incentive Plan,
    [Exhibit 10(P) to Bank Ones 1998 Annual Report on
    Form 10-K (File No. 333-60313) incorporated herein by
    reference].*                                                                             
|10(L). |  | NBD Bancorp, Inc. Performance Incentive Plan, as
    amended [Exhibit 10(Q) to Bank Ones 1998 Annual
    Report on Form 10-K (File No. 333-60313) incorporated
    herein by reference].*                                                                    
|10(M). |  | Revised and Restated Banc One Corporation 1989
    Stock Incentive Plan [Exhibit 10.8 to Banc One
    Corporations 1997 Annual Report on Form 10-K (File
    No. 1-8552) incorporated herein by reference].*                                                 
|10(N). |  | Revised and Restated Banc One Corporation 1995
    Stock Incentive Plan [Exhibit 10(Z) to Bank Ones 1998
    Annual Report on Form 10-K (File No. 333-60313)
    incorporated herein by reference].*                                                         
|10(O). |  | Agreement dated March 27, 2000, between Bank
    One Corporation and James Dimon [Exhibit 10(a) to Bank
    Ones Quarterly Report on Form 10-Q for the quarterly
    period ended March 31, 2000 (File No. 001-15323)
    incorporated herein by reference].*
|12.    |  | Statement regarding computation of ratios.                                                                                                                                                                                                                    
|13.    |  | Bank One Corporation 2003 Annual Report to
    Shareholders (pages 26-113).                                                                                                                                                                                   
|21.    |  | Subsidiaries of the Corporation.                                                                                                                                                                                                                              
|23.    |  | Consent of KPMG LLP.                                                                                                                                                                                                                                          
|31(a). |  | Certification of Chief Executive Officer pursuant
    to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                       
|31(b). |  | Certification of Chief Financial Officer pursuant
    to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                       
|32(a). |  | Certification of Chief Executive Officer pursuant
    to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                       
|32(b). |  | Certification of Chief Financial Officer pursuant
    to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                       

Stockholders may request copies of any exhibit;
Bank One will charge a fee to cover expenses to prepare and send
any exhibit. Please send requests to: Bank One Corporation,
Attn: Investor Relations, 1 Bank One Plaza, IL1-0738, Chicago,
IL 60670-0738.

(b) Bank One filed the following Current
Reports on Form 8-K during the quarter ended
December 31, 2003:

|                  |  |                                                                                                                                 
|----------------- |  | --------------------------------------------------------------------------------------------------------------------------------
|Date              |  | Item Reported                                                                                                                   
|                  |  |                                                                                                                                 
|October 22, 2003  |  | Announcement of Registrants third quarter
    2003 earnings.                                                                   
|October 27, 2003  |  | Amendment to correct technical errors in Current
    Report on Form 8-K announcing Registrants third
    quarter 2003 earnings.
|October 27, 2003  |  | Transcript of Registrants October 21,
    2003 analysts conference call discussing its 2003 third
    quarter earnings.       
|November 26, 2003 |  | Letter from David J. Kundert, Executive Vice
    President of Registrant, concerning the One Group mutual funds.                



---



|  |                                                                                                                                                                                                                                                                                                                                                        
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The total amount of securities authorized
    pursuant to any instrument defining the rights of holders of
    long-term debt of Bank One does not exceed 10% of the total
    assets of Bank One and its subsidiaries on a consolidated basis.
    Bank One hereby agrees to furnish to the Commission upon request
    a copy of any such instrument.



|  |                                                                                                                      
|- | ---------------------------------------------------------------------------------------------------------------------
|* | Management contract or compensatory plan or
    arrangement required to be filed as an exhibit to this
    Form 10-K.

12



---



##### 



SIGNATURES

Pursuant to the requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, this 10th
day of February, 2004.



| |                     
| | --------------------
| | BANK ONE CORPORATION

| |              | 
| | ------------ | 
| | (Registrant) | 



| |     |                
| | --- | ---------------
| | By: | /s/ JAMES DIMON

| |                            
| | ---------------------------
| |                            
| | James Dimon                
| | Principal Executive Officer

Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the Registrant and in the
capacities indicated, this 10th day of February, 2004.

|                                                            |  |                                                                      
|----------------------------------------------------------- |  | ---------------------------------------------------------------------
|/s/ JOHN H. BRYANJohn H. Bryan
    Director                 |  | /s/ ROBERT I. LIPPRobert I. Lipp
    Director                        
|                                                           
|/s/ STEPHEN B. BURKEStephen B. Burke
    Director           |  | /s/ RICHARD A. MANOOGIANRichard A. Manoogian
    Director            
|                                                           
|/s/ JAMES S. CROWNJames S. Crown
    Director               |  | /s/ DAVID C. NOVAKDavid C. Novak
    Director                        
|                                                           
|/s/ JAMES DIMONJames Dimon
    Director                     |  | /s/ JOHN W. ROGERS, JR.John W. Rogers, Jr.
    Director              
|                                                           
|/s/ MAUREEN A. FAYMaureen A. Fay
    Director               |  | /s/ FREDERICK P. STRATTON, JR.Frederick P. Stratton, Jr.
    Director
|                                                           
|/s/ JOHN R. HALLJohn R. Hall
    Director                   |  | /s/ HEIDI MILLERHeidi Miller
    Principal Financial Officer         
|                                                           
|/s/ LABAN P. JACKSON, JR.Laban P. Jackson, Jr.
    Director |  | /s/ MELISSA J. MOOREMelissa J. Moore
    Principal Accounting Officer
|                                                           
|/s/ JOHN W. KESSLERJohn W. Kessler
    Director             |  |                                                                      

13