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                                                                   EXHIBIT 10.28

                            FIRST CHICAGO CORPORATION
                              STOCK INCENTIVE PLAN


1.   Purpose

     The purpose of the First Chicago Corporation Stock Incentive Plan is to
provide incentive and rewards for Employees of the Corporation and its
Subsidiaries (i) to support the execution of the Corporation's business And
human resource strategies and the achievement of its goals and (ii) to Associate
the interests of Employees with those of the Corporation's stockholders.

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 in 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 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 $5.00 par value Common Stock of the
Corporation.

     (g) "Corporation" means First Chicago Corporation, a Delaware
corporation.

     (h) "Employee" means an employee of First Chicago Corporation or a
Subsidiary.

     (i) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

     (j) "Fair Market Value" means the average of the highest and the lowest
quoted selling price on the New York Stock Exchange Composite


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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 specify some other
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 First Chicago Corporation Stock Incentive
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 more than 50% by reason of stock ownership or otherwise.

3.   Eligibility

     Any Employee selected by the Committee is eligible to receive an Award.

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.

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


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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(c) 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 1O-K for the fiscal year ending immediately prior to such Plan Year.

     (b) 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 of 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.

     (c) There shall be carried forward and be available for Awards under the
Plan in succeeding Plan Years, 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 a 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)
authorized shares as to which options, restricted shares, performance shares or
stock appreciation rights were not granted under either the First Chicago
Corporation 1983 Stock Option Plan or the First Chicago Corporation Strategic
Stock Incentive Plan; and (v) shares under either of those plans subject to
stock options, restricted shares, performance shares or stock appreciation
rights which are forfeited, surrendered, terminated or expire unexercised.

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 than 100% of the Fair Market Value of the Common Stock on the date
of grant of the Award.

     (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 as it may be amended from time to time. Subject to
adjustment in accordance with the provisions of Section 10, the aggregate number
of shares which may be subject to incentive stock option Awards under this Plan
shall not exceed 7,000,000 shares, subject in any Plan Year tothe limitations of
Section 5 of this Plan.


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     (c) Stock Appreciation Right.  A right to receive the excess of
the Fair Market Value of a share of Common Stock on the date the stock
appreciation right is exercised over the Fair Market Value of a share of Own
Stock on the date the stock appreciation right was granted.

     (d) Restricted and Performance Shares. A transfer of Common Stock to a
Participant, subject to such restrictions on transfer or other incidents of
ownership, or subject to specified performance standards, for such periods of
time as the Committee may determine.

     (e) Restricted and Performance Share Unit.  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 unit 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 officers 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. In addition to granting Awards for purposes of incentive compensation, Awards
may also be made in tandem with or in lieu of current or deferred Employee
compensation. 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.

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. 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.

     (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.

     (c) Rights as a Shareholder. A Participant shall have no rights


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as a stockholder with respect to shares covered by an Award until the date the
Participant or his nominee, 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 the 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 to be withheld prior to receipt of such stock, or alternatively, a
number of shares the Fair Market Value of 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.

     (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
forexercise, 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)) 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


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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,
spin-off, extraordinary dividend or other distribution or 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 this 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:

          (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;

          (iii) upon exercise of a stock option or an incentive stock option
(collectively an "Option") during the 60-day period from and after the date of a
Change of Control, the Participant exercising the Option may in lieu of the
receipt of Common Stock upon the exercise of the Option, elect by written notice
to the Corporation to receive an amount in cash equal to the excess of the
aggregate Value (as defined below) of the shares of Common Stock covered by the
Option or portion thereof surrendered determined on the date the Option is
exercised, over the aggregate exercise price of the Option (such excess is
referred to herein as the "Aggregate Spread"); provided, however, and
notwithstanding any other provision of the Plan, if the end of such 60- day
period from and after the date of a Change of Control is within six months of
the date of grant of an Option held by a Participant who is an officer or
director of the Corporation (within the meaning of Section 16(b) of the Exchange
Act), such Option shall be cancelled in exchange for a cash payment to The
Participant equal to the Aggregate Spread on the day which is six months and one
day after the date of grant of such Option. As used in this Section


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12(a)(iii) the term "Value" means the higher of (i) the highest Fair Market
Value during the 60-day period from and after the date of a Change of Control
and (ii) if the Change of Control is the result of a transaction or series of
transactions described in paragraphs (i) or (iii) of the definition of Change of
Control set forth in Section 12(b), the highest price per share of the Common
Stock paid in such transaction or series of transactions (which in the case of
paragraph (i) shall be the highest price per share of the Common Stock as
reflected in a Schedule 18D by the person having made the acquisition);

          (iv) if a Participant's employment terminates for any reason other
than retirement 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

          (v) all Awards become non-cancellable.

     (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, other than from the Corporation, by any
individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2)
of the Exchange Act) of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20% or more of either the then
outstanding shares of Common Stock of the Corporation or the combined voting
power of the then outstanding voting securities of the Corporation entitled to
vote generally in the election of directors, but excluding, for this purpose,
any such acquisition by the Corporation or any of its Subsidiaries, or any
employee benefit plan (or related trust) of the Corporation or its Subsidiaries,
or any corporation with respect to which, following such acquisition, more than
50% of, respectively, the then outstanding shares of common stock of such
corporation and the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election of
directors is then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the Beneficial
owners, respectively, of the Common Stock and voting securities of the
Corporation immediately prior to such acquisition in substantially the Same
proportion as their ownership, immediately prior to such acquisition, of the
then outstanding shares of Common Stock of the Corporation or the combined
voting power of the then outstanding voting securities of the Corporation
entitled to vote generally in the election of directors, as the case may be;

          (ii) individuals who, as of the date hereof, constitute the Board (as
of the date hereof the "Incumbent Board") cease for any reason to constitute at
least a majority of the Board, provided that any individual becoming a director
subsequent to the 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 is in connection
with an actual or threatened election contest relating to the election of the
directors of the Corporation (as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act); or


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          (iii) approval by the stockholders of the Corporation of a
reorganization, merger or consolidation of the Corporation, in each case, with
respect to which all or substantially all of the individuals and entities who
were the respective beneficial owners of the Common Stock and voting securities
of the Corporation immediately prior to such reorganization, merger or
consolidation do not, following such reorganization, merger or consolidation,
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
reorganization, merger or consolidation, or a complete liquidation or
dissolution of the Corporation or of the sale or other disposition of all or
substantially all of the assets 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
regulation, 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 January 1, 1991, subject to its Approval
by the stockholders of the Corporation at the annual meeting to be held on April
12, 1991, or any adjournment thereof. The Plan shall remain in effect until
terminated by the Board.