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                                                                   EXHIBIT 10(B)

                                                                 DRAFT
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                                                                 3-4-99


                              BANK ONE CORPORATION
                             STOCK PERFORMANCE PLAN



1.  PURPOSE AND HISTORY

  The purpose of the BANK ONE CORPORATION Stock Performance Plan is to provide
incentives and rewards for selected employees of the Corporation and its
Subsidiaries (i) to support the execution of the Corporation's business and
human resources strategies and the achievement of its goals and (ii) to
associate the interests of Employees with those of the Corporation's
stockholders.  The Plan is an amendment and restatement, effective February 16,
1999, of the First Chicago NBD Corporation Stock Performance Plan, which was
approved by stockholders of First Chicago NBD Corporation on May 10, 1996.


2.  DEFINITIONS

  (a) "Award" includes, without limitation, stock options (including incentive
stock options under Section 422 of the Code), stock appreciation rights,
performance share or unit awards, dividend or equivalent rights, stock awards,
restricted share or unit awards, or other awards that are valued in whole or
part by reference to, or are otherwise based on, the Corporation's Common Stock
("other Common Stock-based Awards"), all on a stand alone, combination or tandem
basis, as described in or granted under this Plan.

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

  (c) "Board" means the Board of Directors of the Corporation, excluding any
member who is an officer or Employee of the Corporation or who otherwise would
not be considered a disinterested person within the meaning of Rule 16b-3 of the
Securities and Exchange Commission.

  (d) "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

  (e) "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 this Plan.

  (f) "Common Stock" means the Common Stock, par value 1c per share, of the
Corporation.

  (g) "Corporation" means BANK ONE CORPORATION, a Delaware corporation.

  (h) "Employee" means an employee of BANK ONE CORPORATION or a Subsidiary.

  (i) "Exchange Act" means the Securities Exchange Act of 1934, as amended.
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  (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; provided,
however, that the Committee may modify the definition of Fair Market Value with
respect to any particular Award.

  (k) "Participant" means an Employee who has been granted an Award under the
Plan.

  (l) "Plan" means this BANK ONE CORPORATION Stock Performance Plan.

  (m) "Plan Year" means a twelve-month period beginning with January 1 of each
year.

  (n) "Subsidiary" means any corporation or other entity, whether domestic or
foreign, in which the Corporation has or obtains, directly or indirectly, a
proprietary interest of at least 50% by reason of stock ownership or otherwise.


3.  ELIGIBILITY

  Any Employee selected by the Committee is eligible to receive an Award.  In
addition, the Committee may select those former Employees who have a consulting
arrangement with the Corporation or a Subsidiary whom the Committee determines
have a significant responsibility for the success and future growth and
profitability of the Corporation.


4.  PLAN ADMINISTRATION

  (a) Except as otherwise determined by the Board, the Plan shall be
administered by the Committee.  The Board, or the Committee to the extent
determined by the Board, shall periodically make determinations with respect to
the participation of Employees in the Plan and, except as otherwise required by
law or this Plan, the grant terms of Awards including vesting schedules, price,
length of relevant performance, restriction or option period, dividend rights,
post-retirement and termination rights, payment alternatives such as cash,
stock, contingent awards or other means of payment consistent with the purposes
of this Plan, and such other terms and conditions as the Board or the Committee
deems appropriate.

  (b) The Committee shall have authority to interpret and construe the
provisions of the Plan and the Award Summaries and make determinations pursuant
to any Plan provision or Award Summary which shall be final and binding on all
persons.  No member of the Committee shall be liable for any action or
determination made in good faith, and the members shall be entitled to
indemnification and reimbursement in the manner provided in the Corporation's
Certificate of Incorporation, as it may be amended from time to time.

  (c) The Committee may designate persons other than its members to carry out
its responsibilities under such conditions or limitations as it may set, other
than its authority with regard to Awards granted to Employees who are officers
or directors of the Corporation for purposes of Section 16 of the Exchange Act.

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  (d) The Committee shall have the authority at any time prior to a Change of
Control (as defined in Action 12(b)) to cancel Awards for reasonable cause and
to provide for the conditions and circumstances under which Awards shall be
forfeited.

5.  STOCK SUBJECT TO THE PROVISIONS OF THIS PLAN

  (a) The stock subject to the provisions of this Plan shall be shares of
authorized but unissued Common Stock and shares of Common Stock held as treasury
stock, subject to adjustment in accordance with the provisions of Section 10,
and subject to Section 5(b) below, the total number of shares of Common Stock
available for grants of Awards in any Plan Year shall not exceed 2% of the
outstanding Common Stock as reported in the Corporation's Annual Report on Form
10-K for the fiscal year ending immediately prior to such Plan Year.

  (b) There shall be available for Awards under the Plan in any Plan Year, in
addition to shares available for grant under paragraph (a) of this Section 5,
all of the following (i) any unused portion of the limit set forth in paragraph
(a) of this Section 5 for any prior Plan Year; (ii) shares represented by Awards
which are cancelled, forfeited, surrendered, terminated, paid in cash or expire
unexercised; (iii) the excess amount of variable Awards which become fixed at
less than their maximum limitations; (iv) any shares of Common Stock that are
used to pay the purchase price or any withholding taxes associated therewith
upon the exercise of an option, to the extent such shares result in the grant of
a replacement option; provided, however, that the total number of shares of
Common Stock which may be available for Awards under the Plan Year may not
exceed 5% of the outstanding Common Stock as reported in the Corporation's
Annual Report on Form 10-K for the fiscal year ending immediately prior to the
applicable Plan Year.

  (c) The exercise of an option or stock appreciation right granted in tandem
therewith will reduce proportionately the amount of shares subject to the tandem
stock appreciation right or option.  In addition, any shares ceasing to be
subject to the related option or right because such reduction shall not increase
the number of shares of Common Stock available for future Awards granted under
the Plan. The grant of a performance or restricted share unit Award shall be
deemed to be equal to the maximum number of shares which may be issued under the
Award.  Where the value of an Award is variable on the date it is granted, the
value shall be deemed to be the maximum limitation of the Award.  Awards payable
solely in cash will not reduce the number of shares available for Awards granted
under the Plan.


6.  AWARDS UNDER THIS PLAN

  As the Board or Committee may determine, the following types of Awards and
other Common Stock-based Awards may be granted under this Plan on a stand alone,
combination or tandem basis:

  (a) Stock Option.  A right to buy a specified number of shares of Common Stock
at a fixed exercise price during a specified time, all as the Committee may
determine; provided that the exercise price of any option shall not be less that
100% of the Fair Market Value of the Common Stock on the date of grant of such
Award; provided further that no more than 3,240,000 stock options and stock
appreciation rights in the aggregate (except that a stock option issued in
tandem with a stock appreciation right shall be counted as one stock option for
purposes of this maximum) may be granted to any Employee during any five-year
period.

  (b) Incentive Stock Option.  An award in the form of a stock option which
shall comply with the requirements of Section 422 of the Code or any successor
Section of the Code as it may be amended from time to time.  Subject to
adjustment in accordance with the provisions of Section 10, the aggregate 

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number of shares which may be subject to incentive stock option Awards under
this Plan shall not exceed 16,200,000 shares, subject in any Plan Year to the
limitations of Section 5 of this Plan.


  (c) Stock Appreciation Right.  A right to receive the excess of the Fair
Market Value of share of Common Stock on the date the stock appreciation right
is exercised over the Fair Market Value of a share of Common Stock on the date
the stock appreciation right was granted; provided that no more than 3,240,000
stock options and stock appreciation rights in the aggregate (except that a
stock appreciation right issued in tandem with a stock option shall be counted
as one stock option for purposes of this maximum) may be granted to any
Participant during the five-year period.

  (d) Restricted and Performance Share.  A fixed or variable share or dollar
denominated unit subject to such conditions of vesting, performance and time of
payment as the Committee may determine, which are valued at the Committee's
discretion in whole or in part by reference to, or otherwise based on, the Fair
Market Value of Common Stock and which may be paid in Common Stock, cash or
combination of both.

  (e) Restricted and Performance Share Unit.  A fixed variable share or dollar
denominated unit subject to conditions of vesting, performance and time of
payment as the Committee may determine, which are valued at the Committee's
discretion in whole or in part by reference to, or otherwise based on, the Fair
Market Value of Common Stock and which may be paid in Common Stock, cash or a
combination of both.

  (f) Dividend or Equivalent Right.  A right to receive dividends or their
equivalent in value in Common Stock, cash or in a combination of both with
respect to any new or previously existing Award.

  (g) Stock Award.  An unrestricted transfer of ownership of Common Stock which
may only be made to Employees other than Employees who are offices or directors
of the Corporation for purposes of Section 16 of the Exchange Act.

  (h) Other Stock-Based Awards.  Other Common Stock-based Awards which are
related to or serve a similar function to those Awards set forth in this Section
6.

  No Common Stock shall be issued pursuant to any Award unless consideration at
least equal to the par value thereof has been received by the Corporation in the
form of cash, services rendered or property.

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

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7.  AWARD SUMMARIES

  Each Award under the Plan shall be evidenced by an Award Summary.  Delivery of
an Award Summary to each Participant shall constitute an agreement, subject to
Section 4(d) and Section 9 hereof, between the Corporation and the Participant
as to the terms and conditions of the Award.


8. OTHER TERMS AND CONDITIONS

  (a) Assignability.  Except to the extent permitted by Rule 16b-3 under the
Exchange Act, or Section 422 of the Code, and as otherwise provided in the Award
Summary, no Award shall be assignable or transferable except by will, by the
laws of descent and distribution or pursuant to a qualified domestic relations
order as defined by the Code, and during the lifetime of a Participant, the
Award shall be exercisable only by such Participant or such Participant's
guardian, legal representative, or assignee pursuant to a qualified domestic
relations order.  In the event that any Award is thereafter transferred as
permitted by the preceding sentence, the permitted transferee thereof shall be
deemed the Award recipient hereunder.  Stock options, incentive stock options
and stock appreciation rights shall be exercisable during the transferee's
lifetime only by the Award recipient or by the Award recipient's guardian, legal
representative or similar person.

  (b) Termination of Employment.  The Committee shall determine the disposition
of the grant of each Award in the event of the retirement, disability, death or
other termination of a Participant's employment.  Whether a transfer from the
Corporation or a Subsidiary which is 100%  owned by the Corporation to a
Subsidiary that is less than 100% owned by the Corporation is a "termination of
employment for a Participant" shall be determined by the Committee or its
designate on a case-by-case basis.

  (c) Rights As A Stockholder.  A Participant shall have no rights as a
stockholder with respect to shares covered by an Award until the date the
Participant or his nominee, or guardian or legal representative is the holder of
record.  No adjustment will be made for dividends or other rights for which the
record date is prior to such date.

  (d) No Obligation To Exercise.  The grant of an Award shall impose no
obligation upon Participant to exercise the Award.

  (e) Payments By Participants.  The Committee may determine that Awards for
which a payment is due from a Participant may be payable: (i) in U.S. dollars by
personal check, bank draft or money order payable to the order of the
Corporation, by money transfers or direct account debits; (ii) through the
delivery or deemed delivery based on attestation to the ownership of shares of
Common Stock with a Fair Market Value equal to the total payment due from the
Participant; (iii) by a combination of the methods described in (i) and (ii)
above; or (iv) by such other methods as the Committee may deem appropriate.

  (f) Withholding.  Except as otherwise provided by the Committee, (i) the
deduction of withholding and any other taxes required by law will be made from
all amounts paid in cash and (ii) in the case of payments of Awards in shares of
Common Stock, the Participant shall be required to pay the amount of any taxes
required which equals the amount required to be withheld may be deducted from
the payment.  The Committee may provide for shares of Common Stock to be
withheld for tax withholding purposes in excess of the required minimum amount
but not in excess of a Participant's maximum marginal tax rate.

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  (g) Restrictions on Sale and Exercise.  With respect to Employees who are
officers and directors for purposes of Section 16 of the Exchange Act, and if
required to comply with rules promulgated thereunder, (i) no Award providing for
exercise, a vesting period, a restriction period or the attainment of
performance standards shall permit unrestricted ownership of Common Stock by the
Participant for at least six months from the date of grant, and (ii) Common
Stock acquired pursuant to this Plan (other than Common Stock acquired as a
result of the granting of a "derivative security") may not be sold for at least
six months after acquisition.


9.  AMENDMENTS

   The Board may alter, amend, suspend or discontinue the Plan or at any time
prior to a Change of Control (as defined in Section 12(b)) and alter or amend
any or all Award Summaries granted under the Plan to the extent permitted by
law.  Any such action of the Board may be taken without the approval of the
Corporation's stockholders, but only to the extent that such stockholder
approval is not required by applicable law or regulation, including specifically
Rule 16b-3 of the Securities and Exchange Commission.


10. RECAPITALIZATION

   The aggregate number of shares of Common Stock as to which Awards may be
granted to Participants, 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 number of issued
shares of Common Stock 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 such shares, effected without receipt of consideration
by the Corporation, or other change in corporate 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 Participants in the event of any other
reorganization, recapitalization, merger, consolidation, spinoff, extraordinary
dividend or other similar transaction.


11. NO RIGHT TO EMPLOYMENT

   No person shall have any claim or right to be granted an Award, and the grant
of an Award shall not be construed as giving a Participant the right to be
retained in the employ of the Corporation or a Subsidiary.  Further, the
Corporation and each Subsidiary expressly reserve the right at any time to
dismiss a Participant free from any liability, or any claim under the Plan,
except as provided herein or in any Award Summary issued hereunder.


12. CHANGE OF CONTROL

   (a) Notwithstanding anything contained in the Plan or any Award Summary to
the contrary, in the event of a Change of Control, as defined below, the
following shall occur with respect to any and all Awards outstanding as of such
Change of Control:

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      (i)   automatic maximization of performance standards, lapse of all
  restrictions and acceleration of any time periods relating to the exercise,
  realization or vesting of such Awards so that such Awards may be immediately
  exercised, realized or vested in full on or before the relevant date fixed in
  the Award Summary;

      (ii)  performance shares or performance units shall be paid entirely in
  cash; provided, however, that if any right granted pursuant to this Section
  12(a)(ii) would make a Change of Control transaction ineligible for pooling-
  of-interests accounting under APB No. 16 that but for the nature of such grant
  would otherwise be eligible for such accounting treatment, the Board or the
  officer or officers authorized by a resolution of the Board shall have the
  ability to substitute for the cash payable pursuant to such right Common Stock
  with a Fair Market Value equal to the cash that would otherwise be payable
  thereunder;

      (iii) if a Participant's employment terminates for any reason other
  than termination for cause or retirement as defined in the relevant Award
  Summary or death following a Change of Control, any Options held by the
  Participant may be exercised by the Participant until the earlier of three
  months after such termination of employment or the expiration date of such
  Options; and

      (iv)  all Awards become noncancellable, except in the case of a
  termination for cause, as defined in the relevant Award Summary.

  (b) A "Change of Control" of the Corporation shall be deemed to have occurred
upon the happening of any of the following events:

      (I)   The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 20% or more of either (A) the then outstanding shares of Common
Stock of the Corporation (the "Outstanding Corporation Common Stock") or (B) the
combined voting power of the then outstanding voting securities of the
Corporation entitled to vote generally in the election of directors (the
"Outstanding Corporation Voting Securities"), provided, however, that for
purposes of this subsection (I), the following acquisitions shall not constitute
a Change of Control: (A) any acquisition directly from the Corporation, (B) any
acquisition by the Corporation, (C) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Corporation or any corporation
controlled by the Corporation or (D) any acquisition by any corporation pursuant
to a transaction which complies with clause (A), (B) and (C) of subsection (III)
of this Section 12(b); or

      (II)  Individuals who, as of the date hereof, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority of the
Board, provided, however, that any individual becoming a director subsequent to
that date hereof whose election, or nomination for election by the Corporation's
shareholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or

      (III) Consummation of a reorganization, merger or consolidation or
sale or other disposition of all or substantially all of the assets of the
Corporation (a "Business Combination"), in each case, unless, following such
Business Combination, (A) all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the Outstanding
Corporation Common Stock and Outstanding 

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Corporation Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50% of, respectively, the
then outstanding shares of common stock and the combined voting power of the
then outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting from such Business
Combination (including, without limitation, a corporation which as a result of
such transaction owns the Corporation or all substantially the same proportions
as their ownership, immediately prior to such Business Combination of the
Outstanding Corporation Common Stock and Outstanding Corporation Voting
Securities, as the case may be, (B) no Person (excluding any corporation
resulting from such Business Combination or any employee benefit plan
beneficially owns, directly or indirectly, 20% or more of, the corporation
resulting from such Business Combination or the combined voting power of the ten
outstanding voting securities of such corporation except to the extent that such
ownership existed prior to the Business Combination and (C) at least a majority
of the members of the Incumbent Board at the time of the execution of the
initial agreement, or of the action of the Board, providing for such Business
Combination; or

      (IV) Approval by the shareholders of the Corporation of a complete
liquidation or dissolution of the Corporation.


13.  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.


14.  SUPPLEMENTAL PLANS

   The Board shall have the authority to adopt plans, supplemental to this Plan,
covering Employees residing outside the United States, including but not limited
to the United Kingdom.


15.  SAVINGS CLAUSE

   This Plan is intended to comply in all aspects with applicable law and
regulations, including, with respect to those Employees who are officers or
directors for purposes of Section 16 of the Exchange Act, Rule 16b-3 of the
Securities and Exchange Commission.  In case any one or more of the provisions
of this Plan shall be held invalid, illegal or unenforceable in any respect
under applicable law and regulation (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; however, to the extent permissible by law, any
provision which could be deemed null and void shall first be construed,
interpreted or revised retroactively to permit this Plan to be construed in
compliance with all applicable laws (including Rule 16b-3) so as to foster the
intent of this Plan.


16.  EFFECTIVE DATE AND TERM

   The effective date of this Plan is February 16, 1999.

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