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                                                                   EXHIBIT 10(I)



 






                         FIRST CHICAGO NBD CORPORATION

                           DEFERRED COMPENSATION PLAN

                           Effective January 1, 1997






 
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                                                                           DRAFT
 
                         FIRST CHICAGO NBD CORPORATION
                         -----------------------------
                          DEFERRED COMPENSATION PLAN
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                           Effective January 1, 1997


     1.   Purpose.  The purpose of the First Chicago NBD Corporation Deferred
Compensation Plan is to permit eligible Employees of First Chicago NBD
Corporation and its subsidiaries and affiliates to elect to defer the payment of
all or a portion of their Covered Compensation.

     2.   Definitions.

          (a)  Beneficiary means any person or entity designated by a
Participant on a form provided by the Plan Administrator to receive benefits in
the event of the death of the Participant. Each designation shall revoke a
Participant's previous designations and shall be effective only when filed in
writing with the Plan Administrator during the Participant's lifetime. If a
Participant fails to designate a Beneficiary in the manner provided above, the
Participant's account hereunder shall be distributed to the legal representative
or representatives of the Participant's estate.

          (b)  Board means the Board of Directors of the Corporation, excluding
any member who is an officer or Employee of the Corporation.

          (c)  Corporation means First Chicago NBD Corporation or its successor
or successors and its fifty percent (50%) or more owned subsidiaries.

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     (d)  Covered Compensation means ninety percent of the annual cash bonus or
fifty percent of the bi-weekly salary earned by a Participant and any other cash
compensation designated by the Organization, Compensation and Nominating
Committee of the Board as eligible for deferral.

     (e)  Effective Date means the effective date of this Plan, January 1, 1997.

     (f)  Employee means an employee or retiree of the Corporation.

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

     (h)  FCC Plan means the First Chicago Corporation Compensation Deferral
Plan as in existence immediately prior to the Effective Date.

     (i)  Investment Funds means those investment alternatives under the Plan
which will be used to calculate the periodic investment experience of each
Participant's account and shall be the investment alternatives offered under the
First Chicago NBD Corporation Savings and Investment Plan or any other
investment alternatives designated by the Organization, Compensation and
Nominating Committee.

     (j)  NBD Plan means the NBD Bancorp, Inc. deferred compensation program as
in existence immediately prior to the Effective Date.

     (k)  Participant means either (a) an Employee who has met the eligibility
requirements of Section 3 to participate in the Plan and who has elected to
defer all or a portion of Covered Compensation or (b) an individual whose
account balance from another deferral plan is transferred to this Plan as
described in Section 3.

     (l)  Plan means the First Chicago NBD Corporation Deferred Compensation
Plan. This Plan is an amendment and restatement of the NBD Plan and the FCC
Plan.

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          (m)  Plan Administrator means Corporate Compensation; provided
however, the Organization, Compensation and Nominating Committee of the Board
shall be the Plan Administrator with respect to any Participant who is an
"officer" as defined in Section 16 of the Exchange Act.

     3.   Eligibility.  The Organization, Compensation and Nominating Committee
of the Board shall designate the Employees who are eligible to participate in
this Plan. In addition, each individual with a balance under the NBD Plan or FCC
Plan in effect prior to January 1, 1997 shall participate in this Plan to the
extent of any deferred amounts which remain unpaid.

     Subject to the approval of the Plan Administrator, the Plan may accept the
transfer of an individual's account balance or accrued benefit from another
deferral plan maintained by the Corporation or an entity acquired by the
Corporation at which time the individual will become a Participant to the extent
of the transferred balance. Such transferred balance shall be credited to the
Participant's account under this Plan and shall become subject to the terms and
conditions of this Plan or required by law.

     4.   Election to Defer Covered Compensation.

          (a)  Initial Election to Defer - Calendar Year Election. Each eligible
Employee may file an irrevocable election to defer any portion of Covered
Compensation until the January of a future calendar year or years which date
must be at least thirteen months after such Covered Compensation would otherwise
be paid to the Employee. An Employee's election to defer must be in writing on a
form prescribed by the Plan Administrator, must be filed with the Plan
Administrator on or before the date prescribed and must defer an amount which is
at least equal to

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the minimum deferral amount as set by the Plan Administrator. The first election
to defer filed for a calendar year shall determine how all Covered Compensation
deferred during such calendar year will be distributed.

          (b)  Additional Deferral.  A Participant may elect on a one time basis
with respect to the amount of Covered Compensation deferred during a calendar
year to further defer the payment of such Covered Compensation provided such
election to defer is made more than 12 months in advance of the payment of such
deferred Covered Compensation (in the case of an installment payment, such
election must be filed more than 12 months before the first installment is
otherwise scheduled to be paid). In case of a Participant who retires before the
end of the 12-month period and who is entitled to a distribution under Section
9, the election on file prior to the new 12-month election shall be effective.

     5.   Participant's Account.

          (a)  The amount of Covered Compensation which has been deferred shall
be credited to a memorandum or book entry account maintained on behalf of the
Participant. Amounts credited pursuant to this Plan are credited for bookkeeping
purposes only, shall not represent either a cash deposit or actual shares or
units in any of the Investment Funds, shall not give any Participant any special
right in cash or shares held or owned by the Corporation, and shall not give
rise to any cause of action by Participants against the Corporation, except at
such time as the Participant shall become entitled to receive payment in cash in
accordance with the terms of this Plan. The Plan Administrator shall furnish
quarterly statements to Participants showing the balances in each of their
Investment Funds as of the statement date.

          (b)  Transferred balances which represent benefits from a plan,
program

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or arrangement maintained solely for the purpose of providing retirement
benefits for employees in excess of the limitations imposed by the Internal
Revenue Code of 1986, as amended ("Code") (including Sections 401(a)(17),
401(k), 402(g) and 415 of the Code) must be accounted for separately and may not
be aggregated with other defined amounts.

     6.  Investment of Participant's Account.  A Participant shall elect to have
his or her account treated as if invested in one of the Investment Funds.  The
Participant's account will be adjusted periodically to reflect the investment
experience of the Investment Funds which the Participant elected.  Each
Participant may file an election with the Plan Administrator (in the manner
prescribed by the Plan Administrator) to reallocate the investment of his
account among the Investment Funds.  The frequency, timing and form of
investment reallocation directions shall be limited in the same manner as under
the First Chicago NBD Corporation Savings and Investment Plan.  Any "Officer,"
as defined under Section 16 of the Exchange Act, may not invest his balance in
the First Chicago NBD Corporation common stock alternative.

     7.  Investment of Participant's Account - Pre-December 1, 1993 Deferred
Amounts.  Each Participant with amounts deferred under the FCC Plan as in effect
prior to December 1, 1993, shall continue to have the periodic investment
experience of his account attributable to pre-December 1, 1993 deferrals
calculated pursuant to the terms of his income deferral election in effect at
the time of his deferral unless such Participant elects to participate in the
Investment Funds (in which case such Participant shall become subject to Section
6 and may not elect the Pre-December 1, 1993 deferral option).


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     8.   Benefit.   A Participant shall be entitled to a distribution of his
account balance equal to the amount deferred, adjusted for the investment
experience attributable to such deferred amounts had such amounts been invested
in the Investment Funds as directed by the Participant.

     9.   Distribution of Account Balances Pursuant to Participant's Election. A
Participant's account shall be distributed in cash only (and in no case in
equity securities) and paid to the Participant, at the time or times elected or,
if earlier, upon the Participant's retirement after attaining age 55 with 15
complete years of service (complete years of service shall be defined in the
same manner as vesting service is defined under the Corporation's Personal
Pension Account Plan). A Participant, at the time he files an election to defer,
may elect to receive payment in (a) a lump sum payment or (b) a series of
substantially equal monthly, quarterly or annual installments over a period of
time not exceeding fifteen (15) years (each installment shall be determined by
dividing the Participant's remaining balance which is subject to the election by
the number of payments remaining).

     10.  Distribution upon Participant's Death or Termination of Employment. If
prior to the distribution of the entire account balance under this Plan, a
Participant (a) dies or (b) terminates employment before attaining age 55 with
15 complete years of service (complete years of service shall be defined in the
same manner as vesting service is defined under the Corporation's Personal
Pension Account Plan), then the remaining account balance will be distributed in
cash in the form of a single lump sum payment to either (i) the Beneficiary, in
the case of the Participant's death, or (ii) the Participant, in the case of
termination of employment.

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     11.  Emergency Payments.

          (a)  In the event of an unforeseeable emergency as determined
hereunder, the Plan Administrator may authorize the distribution of all or a
portion of the Participant's account, without regard to the payment dates
provided in paragraph 4, but only if the Plan Administrator determines that such
action is necessary to prevent severe financial hardship to the Participant.
Such action shall be taken only if a Participant (or his legal representatives
or successors) shall sign an application describing fully the circumstances
which are deemed to justify the payment, together with an estimate of the
amounts necessary to prevent severe financial hardship. Each such application
shall be approved by the Plan Administrator, who shall certify that according to
the best of his knowledge and belief the statements on the application are true.
In the case of a distribution pursuant to this Section 11(a), the Participant
may not elect to defer Covered Compensation for 12 months following receipt of
the payment.

          (b)  For the purpose of this paragraph 11, the term "unforeseeable
emergency" shall mean a severe financial hardship to a Participant or his
dependents (as defined in section 152(a) of the Internal Revenue Code of 1986,
as amended), loss of a Participant's property due to casualty, or other similar
extraordinary and unforeseeable circumstances beyond the Participant's control.
Hardship payments shall only be made to the extent necessary to satisfy the
emergency need, and shall not be made to the extent that the hardship is or may
be relieved through other means, including reimbursement or compensation, by
insurance or otherwise, or by cessation of deferrals pursuant to this Plan.

          (c)  Upon the request of a Participant, the Plan Administrator may
also authorize the distribution of all or a portion of the Participant's
account, without regard to the payment dates provided in paragraph 4, provided
the portion of the Participant's account from which

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such distribution is made is first reduced by an amount that shall equal the
greater of either (i) 10% of the applicable portion of the Participant's
account, (ii) 125% of the interest rate The First National Bank of Chicago
announces from time to time as its corporate base rate multiplied by the
applicable portion of the Participant's account or (iii) a "substantial penalty"
as determined by the Plan Administrator upon advice of counsel so as to assure
there is no constructive receipt of Participants' accounts under the Plan.

     12.  Acceleration of Payment.  The Chief Executive Officer of the
Corporation may, in his sole discretion, accelerate any payment under this Plan
for any Participants who are not "officers" as defined under Section 16 of the
Exchange Act.

     The Organization, Compensation and Nominating Committee of the Board of
Directors of the Corporation may, in its sole discretion, accelerate any payment
under this Plan for Participants who are "officers" defined under Section 16 of
the Exchange Act.

     13.  Valuation of Account Prior to Distribution.  A Participant's
distributable account shall be valued as of the first business day of the month
of payment.
 
     14.  Administration.  This Plan shall be administered by the Plan
Administrator and its decision on any matter involving the interpretation of the
Plan shall be binding on everyone; provided, however, that the Plan
Administrator may not take any action with respect to any benefits payable to
the Plan Administrator under the Plan unless such action could have been taken
even if he were not the Plan Administrator. The Plan Administrator shall have
the responsibility, and the full power and authority, to administer the Plan
and, within the limits provided by the Plan:

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          (a) To determine, in its sole discretion, all questions arising
concerning the construction and interpretation of the Plan and in its
administration, including, but not by way of limitation, the determination of
the rights of eligibility under the Plan of employees, Participants, and
Beneficiaries, and the amount of their respective benefits, and to interpret and
remedy, if necessary, ambiguities, inconsistencies, or omissions;

          (b) To adopt such rules and regulations as it may deem reasonably
necessary for the proper and efficient administration of the Plan and consistent
with its purpose;

          (c) To enforce the Plan, in accordance with its terms and with the
Plan Administrator's rules and regulations; and

          (d) To do all other acts, in its judgment necessary or desirable, for
the proper and advantageous administration of the Plan.
 
     15.  Miscellaneous.

          15.1  Prohibition of Alienation.  Benefits under the Plan may not be
anticipated, alienated, assigned or encumbered and any attempt to do so shall be
void; except however, to the extent permitted by applicable law, the
Corporation, in its sole discretion, may reduce a Participant's account by any
amounts owing by the Participant to the Corporation.

          15.2  Litigation by Participants or Other Persons.  To the extent
permitted by law, if a legal action begun against the Corporation or an Employee
or director thereof, or the Board, or any member thereof, by or on behalf of any
person results adversely to that person, or if a legal action arises because of
conflicting claims to a grant payable to a Participant or Beneficiary, the cost
to the Corporation or Employee or director thereof, or the Board or any member
thereof, of defending the action will be charged to the extent possible to the
sums, if any, that were involved in

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the action or were payable to, or on account of, the Participant or Beneficiary
concerned.

          15.3  Indemnification.  Any person who is or was a director, officer,
or Employee of the Corporation and each member of the Board shall be indemnified
and saved harmless by the Corporation from and against any and all liability or
claims of liability to which such person may be subjected by reason of any act
done or omitted to be done in good faith with respect to the administration of
the Plan, including all expenses reasonably incurred in the Participant's
defense in the event that the Corporation fails to provide such defense.

          15.4  Rights to Employment.  Participation in the Plan shall not
confer upon any Participant any right with respect to continued employment by
the Corporation.

          15.5  Expenses.  All expenses of administering the Plan shall be borne
by the Corporation.

          15.6  Other Plans.  Nothing contained herein shall prevent the
Corporation from establishing or maintaining other plans in which Participants
in this Plan may also participate.

          15.7  Facility of Payment.  When, in the Plan Administrator's opinion,
a Participant or Beneficiary is under a legal disability or incapacitated in any
way so to be unable to manage the Participant's or Beneficiary's financial
affairs, the Plan Administrator may direct that the amount of the Participant's
or Beneficiary's payment hereunder be made to the Participant's or Beneficiary's
legal representative or to another person for such Participant's or
Beneficiary's benefit, or the Plan Administrator may direct that such amount be
applied for the benefit of the Participant or Beneficiary in any way the Plan
Administrator considers advisable.

          15.8  Notices. Any communication, statement or notice addressed to a
Participant at the Participant's last post office address shown on his
employer's records, will be

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binding upon the Participant for all purposes of the Plan. Neither the Plan
Administrator nor the Corporation shall be obliged to search for or ascertain
the whereabouts of any Participant. For purposes of this section 15.8, the term
"Participant" includes any person entitled by reason of a Participant's death or
legal disability to that Participant's deferred Covered Compensation under the
Plan.

          15.9  Records.  All records held by Corporation Compensation with
respect to an Employee shall be binding upon everyone for purposes of the Plan.

     16.  Amendment and Termination.  The Corporation, by a resolution of the
Organization, Compensation and Nominating Committee of the Board, may amend or
terminate the Plan at any time; provided, however, that, except as may otherwise
be required by law, no such amendment to or termination of the Plan shall reduce
the benefits to which a Participant (or his Beneficiary) is entitled under the
Plan as of the date of such amendment or termination. The Chief Executive
Officer or the Head of Human Resources may amend the Plan in any non-material
respect. Whether the amendment is material or not shall be determined by Chief
Executive Officer or Head of Human Resources in his sole discretion.

     17.  Financing of Plan Benefits.  Any benefits payable to a Participant
under the Plan shall be financed from the general assets of his employer, and no
Participant, or group of Participants, shall acquire any claim upon any specific
asset of an employer solely by reason of his being a Participant in the Plan.
This paragraph shall not prohibit the Corporation from transferring assets to a
grantor trust for the purpose of providing benefits hereunder, which grantor
trust shall remain subject to the claims of creditors. The accounting and
recordkeeping of this Plan shall be

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entirely separate from any other plan.

     18.  Gender and Number.  Words denoting the masculine gender shall include
the feminine and neuter genders, the singular shall include the plural and the
plural shall include the singular wherever required by the context.

     19.  Benefits Intended for Select Group of Management or Highly Compensated
Employees. This Plan is intended to be maintained primarily for the purpose of
providing deferred compensation for a select group of management or highly
compensated employees and shall be interpreted and administered accordingly.

     20.  Controlling Laws.  To the extent not superseded by Federal law, the
laws of Illinois, without regard to its laws of conflict, shall be controlling
in all matters relating to the Plan.

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