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                                                                   EXHIBIT 10(J)

                                                                           DRAFT
                                                                         1-08-97

                         FIRST CHICAGO NBD CORPORATION


                          DEFERRED COMPENSATION PLAN


                           Effective January 1, 1997
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                         FIRST CHICAGO NBD CORPORATION                 DRAFT
                         -----------------------------                 1/08/97

                          DEFERRED COMPENSATION PLAN
                          --------------------------

                           Effective January 1, 1997



          1.   Purpose.  The purpose of the First Chicago NBD Corporation
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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.
               ----------- 

               2.1   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.

               2.2   Board means the Board of Directors of the Corporation,
                     -----                                                 
excluding any member who is an officer or Employee of the Corporation.
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               2.3   Corporation means First Chicago NBD Corporation or its
                     -----------                                           
successor or successors and its fifty percent (50%) or more owned subsidiaries.

               2.4   Covered Compensation means ninety percent of the annual 
                     --------------------                                    
cash bonus or fifty percent 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.

               2.5   Effective Date means the effective date of this Plan,
                     --------------                                       
January 1, 1997.

               2.6   Employee means an employee or retiree of the Corporation.
                     --------                                                 

               2.7   Exchange Act means the Securities Exchange Act of 1934, as
                     ------------                                              
amended.

               2.8   FCC Plan means the First Chicago Compensation Deferral Plan
                     --------                                                   
as in existence immediately prior to the Effective Date.

               2.9   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.

               2.10  NBD Plan means the NBD Bancorp, Inc. Executive Incentive
                     --------                                                
Plan Deferred Compensation Program as in existence immediately prior to the
Effective Date.

               2.11  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.

               2.12  Plan means the First Chicago NBD Corporation Deferred
                     ----                                                 
Compensation Plan. This Plan is an amendment and restatement of the NBD Plan and
the FCC
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Plan.

               2.13  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 except that the timing of the distribution of such
transferred balance (and subsequent earnings thereon) shall be governed by the
Participant's election as filed under the prior plan except as otherwise
determined by the Plan Administrator or permitted under this Plan.

          4.   Election to Defer Covered Compensation.
               -------------------------------------- 

               (a)   Initial Election to Defer.  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 six
months after such Covered Compensation would otherwise be paid to the Employee.
An Employee's election to defer must be in writing on a 

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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 the minimum deferral amount as set by the Plan Administrator.

               (b)   Additional Deferral.  A Participant may elect on a one 
                     ------------------- 
time basis with respect to any deferred amount of Covered Compensation 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 or arrangement maintained solely for the purpose of providing retirement
benefits for employees in 

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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 (on a form or
in any other 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 to 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).

          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.

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          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 service is defined for purposes of determining pay-based
credits 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 service is defined for purposes of determining 
pay-based credits 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; however, in the case of a Participant whose account balance (or a
portion thereof) is transferred from another deferral plan maintained by the
Corporation or an entity acquired by the Corporation, the portion of such
Participant's account balance attributable to the transferred account balance
will be distributed in cash pursuant to the terms of the deferral election as
filed with respect to the transferred balance.

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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 such distribution is made is
first reduced by an amount that shall equal the greater of either (i) 10% 

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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 inside directors of the Corporation
               -----------------------                                          
may, in their 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 beginning 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:

               (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 

                                       8
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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.

               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 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 

                                       9
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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 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

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<PAGE>
 
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 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 
-----------

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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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