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                                                                   EXHIBIT 10(C)
                                                                  DRAFT - 3/4/99
                                                                                
                             BANK ONE CORPORATION
                              DIRECTOR STOCK PLAN
                                        

1. PURPOSE AND HISTORY OF THE PLAN

   The purpose of the BANK ONE CORPORATION Director Stock Plan (the "Plan") is
to promote the long-term growth of BANK ONE CORPORATION by increasing the
proprietary interest of non-employee directors in BANK ONE CORPORATION and to
attract and retain highly qualified and capable directors.  The Plan as set
forth herein is an amendment and restatement, effective April 1, 1999, of the
First Chicago NBD Corporation Director Stock Plan, which was approved by
stockholders of First Chicago NBD Corporation on May 10, 1996.

2. DEFINITIONS

   Unless the context clearly indicates otherwise, the following terms shall
have the following meanings:

       (a) "Annual Retainer" means the annual compensation paid by the
Corporation, or a subsidiary or affiliate thereof, to a Director for his or her
services as a Director.  To the extent a Director receives an additional
retainer as compensation for serving as the chairperson of a committee of the
Board, "Annual Retainer" shall include such additional annual cash amount.

       (b) "Award" means an award granted to a Director under the Plan in the
form of Options, Shares, or Stock Units or any combination thereof.

       (c) "Award Grant Date" means the date upon which an Award is granted to
the Director.

       (d) "Award Summary" means a written summary setting forth the terms and
conditions of each Award made under this Plan.

       (e) "Board" means the Board of Directors of the Corporation.

       (f) "Change of Control" means a change of control as defined in the BANK
ONE CORPORATION Stock Performance Plan, or any successor thereto.

       (g) "Committee" means the Organization, Compensation and Nominating
Committee of the Board, or such other committee of the Board as may be
designated by the Board from time to time to administer the Plan.
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       (h) "Corporation" means BANK ONE CORPORATION, a Delaware Corporation, and
its successors.

       (i) "Director" means a director serving on the Board who is not also an
employee of the Corporation or any subsidiary or affiliate thereof. "Director"
shall also include a director serving on the board of directors of any
subsidiary or affiliate of the Corporation, provided that (i) the director is
not also an employee of the Corporation or any subsidiary or affiliate thereof,
and (ii) the Board has approved adoption of the Plan by the applicable
subsidiary or affiliate.

       (j) "Fair Market Value" means the average of the highest and the lowest
quoted selling prices on the New York Stock Exchange Composite Transactions Tape
on the relevant valuation date or, if there were no sales on the valuation date,
on the next preceding date on which such selling prices were recorded.

       (k) "Option" means an option to purchase Shares awarded under Section 8.
Such option shall not be required or construed to satisfy the requirements of
Section 422 of the Internal Revenue Code of 1986, as amended, or any successor
law.

       (l) "Optionee" means a Director to whom an Option has been granted or, in
the event of such Director's death prior to the expiration of an Option, such
Director's executor, administrator, beneficiary or similar person.

       (m) "Plan" means the BANK ONE CORPORATION Director Stock Plan, as amended
and restated from time to time.

       (n) "Plan Year" means the twelve-month period from April 1 to March 31.

       (o) "Share" means a share of common stock, $.10 par value per share, of
the Corporation.

       (p) "Stock Unit" means the right to receive a Share on a date elected by
the Director pursuant to rules established by the Committee, as well as such
dividend or dividend equivalent rights as may be permitted hereunder.

3. ELIGIBILITY

   Directors shall be eligible to participate in the Plan in accordance with
Sections 7 and 8 hereof.

4. PLAN ADMINISTRATION

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

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       (b) Authority of Committee.  The Committee shall have the sole and
exclusive authority and discretion to (i) interpret and construe the Plan and
Award Summaries; (ii) adopt such rules and procedures as it shall deem necessary
and advisable to implement and administer the Plan; and (iii) designate persons
other than members of the Committee to carry out its responsibilities, subject
to such limitations, restrictions and conditions as the Committee, in its best
judgment, may determine to be in the Corporation's best interests and in
accordance with the purposes of the Plan.

       (c) Determination of Committee.  A majority of the Committee shall
constitute a quorum at any meeting of the Committee, and all determinations of
the Committee shall be made by a majority of its members. The Committee may make
determinations under the Plan without prior notice and without a meeting,
provided that such determination is made by written consent signed by all
members of the Committee.

       (d) Effect of Committee Determinations.  No member of the Committee or
the Board shall be personally liable for any action or determination with
respect to the Plan, an Award, or the settlement of a dispute between a Director
and the Corporation, provided that such action or determination is made in good
faith.  Any decision or action of the Committee or the Board with respect to any
Award or the administration or interpretation of the Plan shall be conclusive
and binding upon all persons.

5. SHARES SUBJECT TO THE PLAN

   Subject to adjustments as provided in Section 13, the aggregate number of
Shares which may be issued pursuant to Awards shall not exceed 1,600,000 Shares.
To the extent that Shares subject to an outstanding Option are not issued or
delivered by reason of the expiration, termination, cancellation or forfeiture
of such Option or by reason of the delivery of Shares to pay all or a portion of
the exercise price of such Option, such Shares shall again be available for
issuance under the Plan.

6. AWARDS UNDER THE PLAN

   Awards in the form of Shares shall be granted to Directors in accordance with
Section 7. Awards in the form of Options, Shares or Stock Units, or a
combination thereof, may be granted to Directors in accordance with Section 8.
Each Award granted under Section 8 shall be evidenced by an Award Summary.
Delivery of an Award Summary shall constitute an agreement, subject to Section 3
and Section 10, between the Corporation and the Director as to the terms and
conditions of the Award.

7. ANNUAL STOCK RETAINER

   Each Director shall annually receive an Award hereunder in the form of
Shares, subject to the following terms and conditions:

       (a) Time of Grant.  As of the date of each annual meeting of the
shareholders of the Corporation, each Director shall receive an Award of Shares

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representing his or her annual stock retainer.  In the case of a Director who is
appointed to the Board on a date during the Plan Year which follows the date of
the annual meeting of the Corporation's shareholders, the Director shall
receive, as of the date such Director is first appointed to the Board, his or
her annual stock retainer, as prorated in the manner described below.

       (b) Number of Shares.  The number of Shares granted pursuant to this
Section 7 shall be the number of whole Shares equal to (i) 50% of the Director's
Annual Retainer (without taking into consideration any additional chairperson
retainer(s)), divided by (ii) the Fair Market Value per Share on the Award Grant
Date described in paragraph (a) above (increased to the next whole Share in case
of any fractional Share). In the case of a Director who is appointed to the
Board on a date during the Plan Year which follows the date of an annual meeting
of the Corporation's shareholders, the number of Shares granted pursuant to this
Section 7 shall be calculated in the manner described in the previous sentence,
except that (A) the Fair Market Value per Share shall be determined as of the
date the Director is appointed to the Board, and (B) the number of Shares
granted shall be prorated based upon the number of calendar months during which
such Director will serve on the Board prior to the beginning of the next Plan
Year, with any part of a calendar month counting a whole month.

8. ELECTIVE OPTIONS, SHARES AND STOCK UNITS

   Each Director shall be granted Options, Shares or Stock Units, or a
combination thereof, subject to the following terms and conditions:

       (a) Time of Grant. As of the date of each annual meeting of shareholders
of the Corporation, an Award shall be granted to each Director who, at least six
(6) months prior thereto, files with the Committee or its designee a written
election to receive such Award in lieu of all or a portion of such Director's
Annual Retainer. Each Director's election shall remain in effect and be
applicable with respect to the Annual Retainer paid in subsequent years in which
the Director serves on the Board, unless the Director files a revised election
pursuant to the first sentence of this Section 8(a). Once made, such election
may only be changed or revoked on or before the date that is six (6) months
before the date of the next occurring annual meeting of the Corporation's
shareholders. In the event a Director does not file a written election in
accordance with the first sentence of this Section 8(a) by reason of becoming a
Director after the date which is six (6) months prior to the annual meeting of
the Corporation's shareholders in any year, an Award may be granted to such
Director pursuant to rules established by the Committee on the first day (the
"Effective Date") which is six (6) months after the date such Director files
with the Committee or its designee a written election to receive such Award in
lieu of all or a portion of such Director's Annual Retainer; provided, however,
that such election may apply only to the portion of such Director's Annual
Retainer multiplied by a fraction, the numerator of which is the number of
months between the effective date of the Director's appointment to the Board and
the last day of the Plan Year during which the Director is appointed to the
Board, and the denominator of which is 12. An election

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made pursuant to the preceding sentence shall be irrevocable during the first
Plan Year in which the Director receives an Award hereunder.

       (b) Number of Shares.  The number of Shares granted pursuant to Section
8(a) shall be the number of whole Shares (increased to the next highest whole
Share in case of any fractional Share) equal to (i) the amount of the Annual
Retainer that a Director has elected pursuant to Section 8(a) to be payable in
Shares, divided by (ii) the Fair Market Value per Share on the Award Grant Date.

       (c) Number and Purchase Price of Options.  The number of Shares subject
to an Option granted pursuant to Section 8(a) shall be the number of Shares
which would result in the Option having an equivalent value of the Shares the
Director would have received had the Director elected to receive Shares under
Section 8(b), determined using the Black-Scholes method of valuing stock options
and the Fair Market Value of a Share on the Award Grant Date.  The purchase
price per Share under each Option granted shall be 100% of the Fair Market Value
per Share on the Award Grant Date.

       (d) Exercise of Options.  Each Option shall be fully exercisable on and
after the date which is six (6) months after the Award Grant Date and, subject
to Section 11 shall not be exercisable prior to such date.  An Option may be
exercised until the date which is ten (10) years after the Award Grant Date of
such Option.  An Option, or portion thereof, may be exercised, in whole or in
part, only with respect to whole Shares.

   Shares shall be issued to an Optionee pursuant to the exercise of an Option
only upon receipt by the Corporation from the Optionee of payment in full either
in cash or by submitting acceptable proof to the Committee of the ownership of
Shares which have been owned by the Optionee for at least six (6) months prior
to the date of exercise of the Option, or a combination of cash and Shares, in
an amount or having a combined value equal to the aggregate purchase price for
the Shares subject to the Option or portion thereof being exercised.  The Shares
issued to an Optionee for the portion of any Option exercised by submitting
proof of acceptable ownership of Shares shall not exceed the number of Shares
issuable as a result of such exercise (determined as though payment in full
therefor were being made in cash), less the number of Shares for which proof of
ownership is submitted.  The value of Shares for which proof of ownership is
submitted in full or partial payment for the Shares purchased upon the exercise
of an Option shall be equal to the aggregate Fair Market Value of such
previously-owned Shares on the date of the exercise of such Option.

       (e) Number of Stock Units.  The number of Stock Units granted pursuant to
Section 8(a) shall be the number of Stock Units equal to (i) the portion of the
Annual Retainer which the Director has elected pursuant to Section 8(a) to be
payable in Stock Units, divided by (ii) the Fair Market Value of Shares on the
Award Grant Date.  While Stock Units remain outstanding, the Director who has
received such Stock Units shall receive, as of each date on which the
Corporation pays a cash dividend on outstanding Shares, additional Stock Units
equal in number to:

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           (A) the product of:

               (1)  the amount of the cash dividend declared by the Corporation
                    for each outstanding Share of the Corporation, and

               (2)  the number of Stock Units credited to the Director and still
                    outstanding,

               divided by:

           (B) the Fair Market Value of a Share on the date the cash dividend is
               paid.

   Such additional Stock Units shall be issued as Shares at the same time and in
the same manner as the underlying Stock Units to which they are attributable.

       (f) Distribution of Stock Units.  Upon a date elected by a Director who
receives an Award of Stock Units under subparagraph (e) above, the Director will
receive one (1) Share for each Stock Unit, including any fractional Stock Units
thereof. In the event of a Director's death prior to the issuance of Shares
attributable to Stock Units, such Shares shall become immediately distributable
to such Director's executor, administrator, beneficiary or similar person.

9. ISSUANCE OF SHARES

   Upon the grant of an Award of Shares to a Director, the Shares subject to
such Award shall be credited to a book entry account in the name of the Director
at a trust company designated by the Committee, whereupon the Director shall
become a shareholder of the Corporation with respect to such Shares and shall be
entitled to vote the Shares.

10.  NON-TRANSFERABILITY OF OPTIONS AND STOCK UNITS

   Options and Stock Units granted under the Plan shall not be transferable by a
Director during his or her lifetime and may not be assigned, exchanged, pledged,
transferred or otherwise encumbered or disposed of except by court order, will
or by the laws of descent and distribution.  Notwithstanding the foregoing, in
the event the provisions of Rule 16b-3 of the Securities Exchange Act of 1934,
as amended, allow Options to be transferable, each Option then outstanding shall
become transferable only to the extent set forth under the terms of each Award,
as determined by the Committee. In the event that any Option is thereafter
transferred as permitted by the preceding sentence, the permitted transferee
thereof shall be deemed the Optionee hereunder, notwithstanding the provisions
of subparagraph (l) of Section 1 above.  Options shall be exercisable during the
Optionee's lifetime only by the Optionee or by the Optionee's guardian, legal
representative or similar person.

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11.  CHANGE OF CONTROL

     Upon the occurrence of a Change of Control, any and all outstanding Options
shall become immediately exercisable, and all Stock Units shall become
distributable in Shares; provided, however, that, notwithstanding the foregoing,
no Stock Units shall become distributable in Shares as a result of or in
connection with the actions and transactions contemplated by or effectuated in
connection with the Agreement and Plan of Reorganization by and among BANC ONE
CORPORATION, First Chicago NBD Corporation and BANK ONE CORPORATION (DE).

12.  AMENDMENT AND TERMINATION

     The Board may amend the Plan from time to time or terminate the Plan at any
time; provided, however, than no action authorized by this Section 12 shall
adversely change the terms and conditions of an outstanding Option or Stock Unit
without the Optionee's consent and, subject to Section 13, the number of Shares
subject to an Option granted under Section 8, the purchase price therefor, the
Award Grant Date and the termination provisions relating to such Option shall
not be amended more than once every six (6) months, other than to comply with
changes in applicable laws and regulations.

13.  RECAPITALIZATION

     The aggregate number of shares of Common Stock as to which Awards may be
granted to Directors, the number of shares thereof covered by each outstanding
Award, and the price per share thereof in each such Award, shall all be
proportionately adjusted for any increase or decrease in the total number of
Shares issued by the Corporation resulting from a subdivision or consolidation
of Shares or other capital adjustment, or the payment of a stock dividend or
other increase or decrease in the number of such Shares effected without receipt
of consideration by the Corporation, or other change in corporal or capital
structure; provided, however, that any fractional Shares resulting from any such
adjustment shall be eliminated. The Committee may also make the foregoing
changes and any other changes, including changes in the classes of securities
available, to the extent it is deemed necessary or desirable to preserve the
intended benefits of the Plan for the Corporation and the Directors in the event
of any other reorganization, recapitalization, merger, consolidation, spin-off,
extraordinary dividend or other distribution or similar transaction.

14.  GOVERNING LAW

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

15.  SAVINGS CLAUSE

     This Plan is intended to comply in all aspects with applicable law and
regulation, including, Section 16 of the Securities Exchange Act of 1934 and
Rule 16b-3 of the Securities and Exchange Commission.  If any provision of this
Plan shall be held invalid, illegal or unenforceable in any 

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respect under applicable law and regulation (including Rule 16b-3), the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby, and the invalid, illegal or
unenforceable provision shall be deemed null and void; provided however, that,
to the extent permissible by law, any provision which could be deemed null and
void shall first be construed, interpreted or revised retroactively to permit
this Plan to be construed in compliance with all applicable laws (including Rule
16b-3) so as to foster the intent of this Plan.

16.  EFFECTIVE DATE AND TERM

     The effective date of this amendment and restatement of the Plan is April
1, 1999.

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