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                                                                   EXHIBIT 10(D)
                                                                                


                             BANK ONE CORPORATION

                            401(k) RESTORATION PLAN
                            -----------------------
                                        




                          Effective January 1, 1987,

                Amended and restated effective January 1, 1998
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                             BANK ONE CORPORATION
                            401(k) RESTORATION PLAN
                                        
                               TABLE OF CONTENTS

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PURPOSE/CONCEPT/EFFECTIVE DATE.............................................    1

ARTICLE I     PARTICIPATION................................................    2

              Section 1.1   Eligibility....................................    2
              Section 1.2   Conditions of Participation....................    2
              Section 1.3   Election to Deferred Compensation..............    2
              Section 1.4   Company Marching Contributions.................    3
              Section 1.5   Deferred Accounts..............................    3
              Section 1.6   Statement of Accounts..........................    3

ARTICLE II    BENEFIT DISTRIBUTIONS FROM THE PLAN..........................    4

              Section 2.1   Form of Distribution...........................    4
              Section 2.2   Acceleration of Benefit Payments...............    4
              Section 2.3   Withholding; Payroll Taxes.....................    4
              Section 2.4   Beneficiary Designation........................    5

ARTICLE III   COMMITTEE....................................................    6

              Section 3.1   Appointment of the Committee...................    6
              Section 3.2   Committee Procedures...........................    6

ARTICLE IV    ADMINISTRATION...............................................    7

              Section 4.1   Administrative Powers and Duties...............    7
              Section 4.2   Expenses.......................................    7
              Section 4.3   Records........................................    7
              Section 4.4   Determinations.................................    8
              Section 4.5   Legal Incompetency.............................    8
              Section 4.6   Action by the Company..........................    8
              Section 4.7   Exemption from Liability/Indemnification.......    8
              Section 4.8   Nonalienation of Benefits......................    9

ARTICLE V     INCLUSION AND WITHDRAWAL OF RELATED COMPANIES................   10

              Section 5.1   Inclusion of Related Companies.................   10
              Section 5.2   Withdrawal of Related Companies................   10
              Section 5.3   Sale or Liquidation of Related Companies.......   10
              Section 5.4   Transfer Between Participating Companies.......   10
</TABLE>
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                         TABLE OF CONTENTS (Continued)

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ARTICLE VI    MISCELLANEOUS PROVISIONS.....................................   11

              Section 6.1   Employment and Other Rights....................   11
              Section 6.2   Rights and Benefits............................   11
              Section 6.3   Offsets to Benefits............................   11
              Section 6.4   Withholding Deductions.........................   11
              Section 6.5   Amendment and Termination......................   12
              Section 6.6   Reorganization of the Company..................   12

ARTICLE VII   DEFINITIONS..................................................   13

              Section 7.1   Bank One (401(k) Savings Plan..................   13
              Section 7.2   Beneficiary....................................   13
              Section 7.3   Board..........................................   13
              Section 7.4   Code...........................................   13
              Section 7.5   Committee......................................   13
              Section 7.6   Company........................................   13
              Section 7.7   Compensation...................................   14
              Section 7.8   Deferral Agreement.............................   14
              Section 7.9   Deferred Accounts..............................   14
              Section 7.10  Employer.......................................   14
              Section 7.11  Highly Compensation Employee...................   14
              Section 7.12  Participant....................................   14
              Section 7.13  Plan Administrator.............................   15
              Section 7.14  Plan Year......................................   15
              Section 7.15  Related Company................................   15

ARTICLE VIII  GENERAL PROVISION............................................   16

              Section 8.1   ERISA Status...................................   16
              Section 8.2   Construction...................................   16
              Section 8.3   Controlling Law................................   16
              Section 8.4   Effect on Invalidity of Provision..............   16
</TABLE>
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                             BANK ONE CORPORATION
                            401(k) RESTORATION PLAN
                                        
Purpose

The purpose of this deferred compensation plan (the "Plan") is to promote the
success of BANK ONE CORPORATION and its subsidiaries, collectively referred to
as the "Company," by providing a means to defer compensation for certain key
employees whose position and responsibility enable them to significantly affect
the profitability, competitiveness and growth of the Company.

Concept

The Plan is designed to provide Participants with a supplemental vehicle through
which to defer compensation and receive Company matching contributions in a
manner similar to salary deferrals under the BANK ONE 401(k) Savings Plan. This
Plan provides the deferral of Compensation in excess of either (i) the BANK ONE
401(k) Savings Plan annual maximum pre-tax salary deferment limit under Code
Section 402(g), or (ii) BANK ONE 401(k) Savings Plan salary deferral limits
pursuant to applicable Federal nondiscrimination requirements.

Up to and including October 1, 1998, the sponsor of this Plan was the BANC ONE
CORPORATION. Effective October 2, 1998, BANC ONE CORPORATION and First Chicago
NBD Corporation were merged into BANK ONE CORPORATION, a bank holding
corporation, incorporated in the State of Delaware. Effective October 2, 1998,
BANK ONE CORPORATION assumed sponsorship of the Plan.

The Plan is a non-funded, supplemental executive deferred compensation plan
structured to benefit Participants in a manner, which provides incentive to
improve the profitability, competitiveness and growth of the Company.

Effective Date

The Plan shall become effective January 1, 1987. The effective date of this
amendment and restatement is January 1, 1998.
<PAGE>
 

                                   ARTICLE I
                                 PARTICIPATION

Section 1.1 - Eligibility

Eligibility for participation in this Plan shall be determined by the Chief
Executive Officer of the Company in his sole discretion, on an individual basis.
Any management or highly compensated employee of the Company or a Related
Company so designated to participate in this Plan may elect hereunder to defer
future Compensation (as such term is defined in Section 1.19 of the BANK ONE
401(k) Savings Plan) in such amounts as the Participant could contribute through
salary deferral to the BANK ONE (401(k) Savings Plan if such Plan was not
subject to (i) the Maximum pre-tax salary deferral limit under Code Section
402(g), or (ii) the salary deferral limits prescribed by applicable Federal
nondiscrimination requirements, and (iii) the Participant could elect to
participate in the Plan concurrent with initial employment. Such deferral shall
be effective through an applicable referral Agreement delivered personally to
the Plan Administrator if deposited in the mail addressed to the Plan
Administrator at the principal address of the Company.

Section 1.2 - Conditions of Participation

An individual shall not become a Participant hereunder until he or she furnishes
within a reasonable time limit established by the Plan Administrator such
completed and executed elections, Beneficiary designations, consents and other
documents and information prescribed the Plan Administrator. Each person upon
becoming a Participant shall be deemed conclusively, for all purposes, to have
assented to the terms and provisions of this Plan and shall be bound thereby.

Section 1.3 - Election to Deferred Compensation

For the first calendar year in which a Participant is eligible, the election to
defer from one percent (1%) to six percent (6%) of Compensation must be made
before the beginning of the period of service for which the Compensation is
earned.

(b) Each subsequent calendar year, a Participant shall be given the opportunity
to amend his or her existing elections, in writing in a new Deferral Agreement,
before December 31 of such year, the manner and extent (within the limits of the
Plan) to which the Participant's Compensation in respect to the subsequent
calendar year shall be deferred hereunder.

(c) A Participant who has made an effective election with respect to the
deferral of Compensation for a calendar year, may not change that election after
the calendar year has commenced; provided, however, that the deferral under any
Deferral Agreement may be suspended or amended as provided in Section 6.5.

                                       2
<PAGE>
 

Section 1.4 - Company Matching Contributions

Each participating Employer shall cause matching contributions to be credited to
Participant's accounts under this Plan in the same manner an amount as if
Compensation deferrals made pursuant to this Plan were permissible salary
deferrals under the BANK ONE 401(k) Savings Plan.

Section 1.5 - Deferred Accounts

All Compensation which a Participant has elected to defer under the Plan, shall
be credited to the Participant's Deferred Accounts in dollars in the same manner
as through contributed as permissible salary deferrals to the BANK ONE 401(k)
Savings Plan. Separate Deferred Accounts shall be created and maintained by the
Plan Administrator for each Participant to reflect each appropriate allocation
of deferred Compensation and Company matching contributions to accounts and
phantom investment Rinds as though maintained- under the BANK ONE 401(k) Savings
Plan. Such phantom investment funds may be established solely for record keeping
purposes, shall not be required to be informally funded or held in specific
investments or as separated assets and shall meet all the requirements of
Section 6.2 hereof as pertinent to non-funded, non-qualified deferred
compensation plans. Credits and charges shall be made to the Deferred Accounts
in a manner similar to that provided in the BANK ONE 401(k) Savings Plan.

Section 1.6 - Statement of Accounts

The Plan Administrator shall provide each Participant (or Beneficiary as
applicable), as soon as practical after the close of each Plan Year, a statement
in such form as the Company deems desirable, setting forth the current Plan
account and phantom investment balances to the credit of the Participant.

                                       3
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                                  ARTICLE II
                      BENEFIT DISTRIBUTIONS FROM THE PLAN
                                        
Section 2.1 - Form of Distribution

Distribution from the Plan shall be made and. administered in the same manner
and form and for the same reasons as if made under the BANK ONE 401(k) Savings
Plan; provided, however, that no Plan distributions shall be made in shares of
BANK ONE stock and no Plan distributions shall occur prior to the earlier of (i)
the Participant's Normal Retirement Date (as defined in Section 6.1 of the BANK
ONE 401(k) Savings Plan), or (ii) the date the Participant's employment with the
Company or a Related Company terminates (by to death or otherwise:), except as
provided in Section 2.2 hereof. Distributions from the BANK ONE CORPORATION
Stock Fund shall be paid in cash based upon the market value of a share of BANK
ONE CORPORATION Common Stock on the open market for the shares attributable to
the Participant's interests in the BANK ONE CORPORATION Stock Fund as of the
last New York Stock Exchange trading day immediately prior to the day of
distribution. No shares of BANK ONE CORPORATION stock will be issued to a
Participant in conjunction with the Plan.

Section 2.2 - Acceleration of Benefit Payments

The Company, with the approval of the Committee or the Board, may accelerate the
payment of any amounts held in any Participant's account in the case of
unforeseeable emergencies. An "unforeseeable emergency" is a severe financial
hardship to the Participant or Beneficiary resulting from a sudden and
unexpected illness or accident of the Participant or dependent of the
Participant, loss of Participant's property due to casualty, or other similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Participant. The circumstances which will constitute a
"unforeseeable emergency" will depend upon the facts of each case, but in any
case, payment will not be made to the extent that such hardship is or may be
relieved: (i) Through reimbursement or compensation by insurance or otherwise;
(ii) By liquidation of the Participant's assets, to the extent the liquidation
of such assets would not itself cause severe financial hardships; or (iii) By
cessation of deferrals under the Plan. "Unforeseeable emergency" will not
include the need to send the Participant's child to college or the desire to
purchase a home. Any early distributions must be made under this Section 2.2.

Section 2.3 - Withholding; Payroll Taxes

To the extent required by the law in effect at the time payments are made, the
applicable Employer shall withhold from payments made hereunder any taxes
required to be withheld from an employee's wages.

                                       4
<PAGE>
 

Section 2.4 - Beneficiary Designation

Each Participant who has Deferred Accounts hereunder may from time to time
designate any person or persons (who may be designated contingently or
successively and who may be an entity other than a natural person) as their
Beneficiary or Beneficiaries to whom Plan benefits are paid if the Participant
dies before receipt of all such benefits. Such Beneficiary designations shall
not be subject to the surviving spouse limitations/requirements applicable to
qualified plans. Each Beneficiary designation shall be filed in the form
prescribed by the Plan Administrator and will be effective only when filed with
the Plan Administrator during the Participant's lifetime. Each beneficiary
designation filed with the Plan Administrator will cancel all Beneficiary
designations previously filed with the Plan Administrator. The revocation of a
Beneficiary designation, no matter how effected, shall not require the consent
of any designated Beneficiary.

If any Participant is not survived by a Beneficiary as designated above, any
death benefit payable thereunder shall be paid to the executor or administrator
of the Participant's estate.

A surviving Beneficiary of a Participant may designate a beneficiary to whom
Plan benefits are to be paid if (i) the Beneficiary's death occurs before
receipt of all benefits otherwise payable and (ii) without survival of a
secondary Beneficiary has also died provided, however, if the surviving
Beneficiary was the Participant's Spouse, no secondary Beneficiary designation
by the Participant shall be effective unless the Spouse consented as required
above. If such a surviving Beneficiary dies before receiving the entire death
benefit and has not designated a Beneficiary (and said Beneficiary is not
survived by a secondary Beneficiary appointed by the Participant and his Spouse,
or the secondary beneficiary has also died), the remainder of such benefits
shall be paid to such Beneficiary's spouse, if living, or otherwise to the
executor or administrator of such Beneficiary's estate.

                                       5
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                                  ARTICLE III
                                   COMMITTEE
                                        
Section 3.1 - Appointment of the Committee

The BANK ONE CORPORATION Organization, Compensation and Nominating Committee
(the "Committee") shall administer the Plan in accordance with the intention of
the Board, as expressed herein.

Section 3.2 - Committee Procedures

No Committee member at any time hereunder who is a Participant shall have any
vote in any decision of the Committee made uniquely with respect to such
Committee member or such Committee member's benefits hereunder.

In the event of any disagreement among the Committee members at any time acting
hereunder and authorized to act with respect to any matter, the decision of a
majority of said Committee members authorized to act upon such matter shall be
controlling and shall be binding and conclusive upon all persons, including,
without in any manner limiting the generality of the foregoing, the other
Committee members, the Company, its directors, the Plan Administrator, all
persons at any time in the employ of the company and the Participants and their
Beneficiaries and upon the respect successors, assigns, executors,
administrators, heirs, next-of-kin and distributees of all the foregoing.

All action of the Committee hereunder may be taken with or without a meeting. If
taken without a meeting, the action shall be in writing and signed by a majority
of the members of the Committee.

Subject to the provisions of the first paragraph in this Section 4.2, each
additional and each successor Committee member at any time acting hereunder
shall have all the rights and powers (including discretionary rights and powers)
and all of the privileges and immunities hereby conferred upon the initial
Committee members hereunder, and all of the duties and obligations so imposed
upon the initial Committee members hereunder.

Except as otherwise may be required by any applicable law, no Committee member
at any time acting hereunder shall be required to give any bond or other
security for the faithful performance of duties as such Committee member.

                                       6
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                                  ARTICLE IV
                                ADMINISTRATION
                                        
Section 4.1 - Administrative Powers and Duties

The Board shall designate an officer of the Company to be the "Plan
Administrator" to have the primary administrative responsibility with respect to
the Plan in coordination with and under the direction of the committee. The
Committee and the Plan Administrator shall together administer the Plan and, in
this connection, all policy and discretionary decisions shall be the
responsibility of the committee and all administrative functions shall be the
responsibility of the Plan Administrator who shall perform the same under the
direction of the committee. The Committee shall interpret the provisions of the
Plan where necessary and may adopt procedures for the administration of the Plan
which are consistent with the provisions of the Plan and the rules adopted by
the Committee.

The Committee may retain auditors, accountants, record keepers, legal counsel,
consultants and other counsel selected by it. Any Committee member may himself
act in any such capacity, and any such auditors, accountants, record keepers,
legal counsel, consultants and other counsel may be persons acting in the
similar capacity for the Company and ma be employees of the company. The opinion
of any such auditor, accountant, record keeper, legal counsel, consultant or
other counsel shall be full and complete authority and protection in respect to
any action taken, suffered or omitted by the Committee in good faith and in
accordance with such opinion.

Section 4.2- Expenses

The Company shall charge Participants' Deferral Accounts the reasonable expenses
incurred by the Committee in the administration of the Plan, including the fees
and compensation of the persons referred to in the second paragraph of Section
5.1 and all other expenses incurred in the administration of the Plan, unless
paid by the Company. Any such charges shall reduce the earnings credited to the
Participant's deferral account and shall be applied in a uniform and
nondiscriminatory manner.

Section 4.3 - Records

The Company and the Plan Administrator shall each keep such records and shall
each reasonably give notice to the other of such information, as shall be
proper, necessary or desirable to effectuate the purposes of the Plan, including
without in any manner limiting the generality of the foregoing, records and
information with respect to deferral elections, Deferred Accounts, dates of
employment and termination and determinations made hereunder. Neither the
Company nor the Plan Administrator shall be required to duplicate any records
kept by the other. To the extent that the company and/or the Plan Administrator
shall prescribe forms for use by the Participants and their Beneficiaries in
communicating with the Company or the Plan Administrator, as the case may be,
and shall establish periods during which communications may be received, they
shall respectively be protected in disregarding any notice or communication for
which a form shall so have been prescribed and which shall not be made in such
form and any notice or communication

                                       7
<PAGE>
 

for the receipt of which a period shall so have been established and which shall
not be received during such period. The Company, the Plan Administrator and the
Committee shall respectively also be protected in acting upon any notice or
other communication purporting to be signed by any person and reasonably
believed to be genuine and accurate, including the Participant's current mailing
address.

Section 4.4 - Determinations

All determinations hereunder made by the Company or the Committee shall be made
in the sole and absolute discretion of the Company or of the Committee, as the
case may be.

In the event that any disputed matter shall arise hereunder, including without
in any manner limiting the generality of the foregoing, any matter relating to
the eligibility of any person to participate under the Plan, the participation
of any person under Plan, the amounts payable to any person under the Plan and
the applicability and the interpretation of the provisions of the Plan, the
decision of the Committee upon such mater shall be binding and conclusive upon
all person, including, without in any manner limiting the generality of the
foregoing, the Company, its directors, the Plan Administrator, all persons at
any time in the employ of the Company, the Participants and their Beneficiaries
and upon the respective successors, assigns, executors, administrators, heirs,
next-of-kin and distributees of all the foregoing.

Section 4.5 - Legal Incompetency

The Committee may direct payment either directly to an incompetent or disabled
person, whether because of minority or mental or physical disability, or to the
guardian of such person, or to the person having custody of such person, without
further liability on the part of the Company, the Committee, the Plan
Administrator, or any person, for the amounts of such payment to the person on
whose account such payment is made.

Section 4.6 - Action by the Company

Any action by the Company under this Plan may be made by resolution of its
Board, or by any persons duly authorized by resolution of said Board to take
such action.

Section 4.7 - Exemption from Liability/Indemnification

The member of the Committee and the Plan Administrator, and each of them, shall
be free from all liability, joint or several, for their acts, omissions and
conduct, and for the acts, omissions and conduct of their duly appointed agents,
in the administration of the Plan, except for those acts of omissions and
conduct resulting from willful misconduct or lack of good faith.

The Company shall indemnify each member of the Committee, the Plan Administrator
and any other employee, officer or director of the Company against any claims,
loss, damage, expense and liability, by insurance or otherwise, reasonably
incurred by the individual in connection with any action or failure to act by
reason of membership on the Committee or performance of an

                                       8
<PAGE>
 

authorized duty or responsibility for or on behalf of the Company pursuant to
the Plan unless the same is judicially determined to be the result of the
individual's gross negligence or willful misconduct. Such indemnification by the
Company shall be made only to the extent such expense or liability is not
payable to or on behalf such person under any liability insurance coverage. The
foregoing right to indemnification shall be in addition to any other rights to
which any such person may be entitled as a matter of law.

Section 4.8 - Nonalienation of Benefits

Except as otherwise provided by law, no benefit, payment or distribution under
this Plan shall be subject either to the claim of any creditor of Participant or
Beneficiary, or to attachment, garnishment, levy, execution or other legal or
equitable process, by any creditor of such person, and no such person shall have
any right to alienate, commute, anticipate or assign (either at law or equity)
all or any portion of any benefit, payment or distribution under this Plan.

The Plan shall not in any manner be liable for or subject to the debts,
contracts, liabilities, engagements or torts of any person entitled to benefits
hereunder.

In the event that any Participant's benefits are garnished or attached by order
of any court, the Plan Administrator may elect to bring an action for a
declaratory judgment in a court of competent jurisdiction to determine the
proper recipient of the benefits to be paid by the Plan. During the pendency of
said action, any benefits that become payable may be paid into the court as they
become payable, to be distributed by the court to the recipient as it deems
proper at the close of said action.

                                       9
<PAGE>
 

                                   ARTICLE V
                 INCLUSION AND WITHDRAWAL OF RELATED COMPANIES
                                        
Section 5.1 - Inclusion of Related Companies

Any Employer which is a Related Company and which is authorized by the Board to
participate in the Plan may elect to participate by action of its own Board of
Directors.

Section 5.2 - Withdrawal of Related Companies

The Company may, at any time in its discretion, determine that an Employer shall
no longer participate in the Plan and may direct that such Employer withdraw
from the Plan. Any Employer may similarly elect to discontinue its participation
in this Plan at any time after the expiration of the sixty (60) day period
immediately following the receipt by the Plan Administrator of the Employer's
written notice of its intention to so withdraw. An Employer may be required to
discontinue its participation if it ceases to be a member of the Company's
controlled group of corporations or otherwise controlled by the Company.

The withdrawal of a participating Employer from the Plan shall not adversely
affect the administration of amounts already credited to the Deferred Account(s)
under the Plan of Participants employed by such Employer, with respect to which,
amounts the Plan shall be continued until all such amounts under the Plan have
been paid by the Employer or otherwise liquidated under applicable law or
judicial judgment.

Section 5.3 - Sale or Liquidation of Related Company

In the event the Company should sell or otherwise directly or indirectly dispose
of sufficient interest in an Employer so that it no longer owns 50% of such
company, or an Employer is liquidated, the Company shall assume and guarantee
payment of such Employer's remaining deferred Compensation obligations under the
Plan.

Section 5.4 - Transfer between Participating Companies

In the event that a Participant's employment is transferred from one
participating Employer to another participating Employer, the transfer shall not
adversely affect the administration of amounts then credited to the Deferred
Account(s) of such Participant on or as of the date of transfer and the
Participant's prior Employer shall remain obligated to pay such deferred
benefits in accordance with the Participant's new participating Employer shall
become obligated under the terms of the Plan to pay any deferred Compensation
amounts credited to Participant's Deferred Account(s) after the date of such
transfer.

                                      10
<PAGE>
 


                                  ARTICLE VI
                           MISCELLANEOUS PROVISIONS
                                        
Section 6.1 - Employment and Other Rights

Nothing contained herein shall require the Company or any Employer or continue
any Participant in its employ, or require any Participant to continue in the
employ of the Company or any Employer, nor does the Plan create any rights of
any Participant or Beneficiary or any obligations on the part of the Company or
any Employer other than those set forth herein. The benefits payable under this
Plan shall be independent of, and in addition to, any other employment
agreements that may exist from time to time concerning any other compensation or
benefits payable by the Company or any Employer.

Section 6.2 - Right to Benefits

The sole interest of each Participant and each Beneficiary of a Participant
under the Plan shall be to receive the deferred Compensation benefits provided
herein as and when the same shall become due and payable in accordance with the
terms hereof and applicable elections hereunder and neither any Participant nor
any Beneficiary of any Participant shall have right, title or interest (legal or
equitable) in or to any of the specific property or assets of the Company or any
participating Employer. All benefits hereunder shall be paid solely from the
general assets of the Company or applicable Employer and no Employer shall
maintain any separate fund or other separated assets of Company or any Employer
be deemed or construed through any of the provision of this Plan to be held in
trust for the benefit of any Participant or designated Beneficiary(ies) or to be
collateral security for the performance of the obligations imposed by this Plan
or the Company or any Employer. The rights of any Participant hereunder and any
Beneficiary of the Participant shall be solely those of an unfunded and
unsecured creditor in respect to the promise of the Company or any Employer, as
applicable, to pay money in the future.

Section 6.3 - Offset to Benefits

Notwithstanding any provisions of the plan to the contrary, the Company or any
Employer may, at the time of distribution in its sole and absolute discretion,
enforce the right to offset any amounts to be paid to a Participant under the
Plan against any debt of the Participant which has been reduced to judgment in
favor of the Company or Employer.

Section 6.4 - Withholding and Deductions

All benefits payments made by the Company or any Employer under the Plan to any
Participant or Beneficiary shall be subject to applicable withholding and to
such other deductions as shall at the time of such payment be required under any
income tax or other law, whether of the United States or any other jurisdiction,
and, in the case of payments to the Beneficiary of a Participant, the delivery
to the Plan Administrator of all necessary waivers and other documents. To the
extent

                                      11
<PAGE>
 

that an Employer is required to withhold any current taxes at the time of
deferral of Compensation, such amounts shall be taken out of the portion of the
Participant's current Compensation which is not deferred under this Plan.
Determinations by the Plan Administrator as to withholding shall be binding on
the Participant and applicable Beneficiary(ies).

Section 6.5 - Amendment and Termination

While the Company and the participating Employers intend to continue its Plan
indefinitely, the Plan may be amended, suspended or terminated at any time by
the Board; provided that no such amendment, suspension or termination shall
adversely affect the administration of amounts already credited to Deferred
Accounts under the Plan, with respect to which amounts the Plan shall continue
until all deferred Compensation credited to Deferred Accounts under the Plan
have been paid. In the event it should at any time be determined for any reason
by an applicable agency of the United States Government or by any court of
applicable jurisdiction that the Plan does not qualify under the exclusions of
Section 201(2), Section 301(a)(3) and Section 401(a)(1) of ERISA, the Plan shall
be deemed terminations as of the date of such determination unless alternative
action is taken by the Board.

Section 6.6 - Reorganization of the Company

Neither the Company nor any participating Employer shall merge or consolidate
with any other corporation or organization, or permit its business activities to
be taken over by any other organization unless and until the succeeding or
continuing corporation or other organization shall expressly assume the rights
and obligations of such Employer herein set forth.

                                      12
<PAGE>
 

                                  ARTICLE VII
                                  DEFINITIONS
                                        
For the purpose of this Plan, the following words and phrases shall have the
meanings indicated, unless the context clearly indicates otherwise:

Section 7.1 - BANK ONE 401(k) Savings Plan

"BANK ONE 401(k) Savings Plan" means the qualified, 401(k) savings plan, the
terms of which are set forth in a plan document originally effective April 1,
1986, as it may be amended or restated from time to time.

Section 7.2 - Beneficiary

"Beneficiary" means the person, persons or entity designated by the Participant
to receive any benefits payable under the Plan pursuant to Section 2.4.

Section 7.3 - Board

"Board" means the Board of Directors of BANK ONE CORPORATION.

Section 7.4 - Code

"Code" means the Internal Revenue Code of 1986.

Section 7.5 - Committee

"Committee" means the BANK ONE CORPORATION Organization, Compensation and
Nominating Committee, appointed pursuant to the BANK ONE CORPORATION Cash
Balance Pension Plan. The committee is authorized to establish Plan policy and
review Plan discretionary decisions pursuant to Article III.

Section 7.6 - Company

"Company" means BANC ONE CORPORATION or in applicable context BANC ONE
CORPORATION and its subsidiaries in the aggregate. Effective October 2, 1998,
"Company" shall mean the BANK ONE CORPORATION and its subsidiaries in the
aggregate.

                                      13
<PAGE>
 

Section 7.7 - Compensation

"Compensation" means remuneration in the form described in Section 1.19 of the
BANK ONE 401(k) Savings Plan, but only such Compensation in excess of the limits
for the Plan Year as provided under Code Section 401(a)(17).

Section 7.8 - Deferral Agreement

"Deferral Agreement" means the agreement filed by a Participant to effect
deferrals of compensation hereunder.

Section 7.9 - Deferred Accounts

"Deferred Accounts" means the accounts maintained by the Plan Administrator for
each Participant pursuant to Article II. Separate Deferred Accounts shall be
maintained for each Participant. More than one Deferred Account may be
maintained for each Participant as necessary to reflect the nature of the
account and various fund allocations. A Participant's Deferred Accounts shall be
utilized solely as a device for the measurement and determination of the amounts
to be paid to or on behalf of a Participant pursuant to this Plan. A
Participant's Deferred Accounts shall not constitute or be treated as a trust
fund of any kind.

Section 7.10 - Employee

"Employer" means BANC ONE CORPORATION, and/or an applicable participating
Related Company or any successor to the business thereof. Effective October 2,
1998, "Employer" means BANK ONE CORPORATION, and/or an applicable participating
Related Company or any successor to the business thereof.

Section 7.11 - Participant

"Participant" means any individual who is eligible to defer Compensation
hereunder by designation of the Chief Executive Officer of the Company and who
elects to participate by filing a Deferral Agreement as provided in Article I.

Section 7.12 - Plan Administrator

"Plan Administrator" means the person appointed by the Company to represent the
Company in the administration of this Plan pursuant to the provision of 
Article IV.

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Section 7.13 - Plan Year

"Plan Year" means a 12-month period commencing January 1 and ending the
following December 3 1.

Section 7.14 - Related Company

"Related Company" means any corporation which is a member of the controlled
group of corporations of which the Company is the common parent and any other
entity in which the Company owns a 50% or greater interest which is designated
to be a Related Company by the Company.

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                                 ARTICLE VIII
                              GENERAL PROVISIONS
                                        
Section 8.1 - ERISA Status

This Plan shall constitute a plan which is unfunded and which is maintained
primarily for the purpose of providing deferred Compensation benefits for a
select group of management or highly compensated employees within the meaning of
Sections 202(2), 301(a)(3) and 401(a)(1) of ERISA and the ERISA reporting and
disclosure regulations.

Section 8.2 - Construction.

In the construction of the Plan, the masculine shall include the feminine and
the singular the plural in all cases where such meanings would be appropriate.

Section 8.3 - Controlling Law

The law of the State of Ohio shall be the controlling state law in all matters
relating to the Plan and shall apply to the extent that it is not preempted by
the laws of the United States of America.

Section 8.4 - Effect of Invalidity of Provision

If any provision of this Plan is held invalid or unenforceable, such invalidity
or unenforceability shall not affect any other provisions hereof, and this Plan
shall be construed and enforced as if such provisions had not been included.

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