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                                                                  EXHIBIT 10(Z)
 
                FIRST CHICAGO NBD CORPORATION SENIOR MANAGEMENT
                             ANNUAL INCENTIVE PLAN
 
1. PURPOSE
 
  The First Chicago NBD Corporation Senior Management Annual Incentive Plan is
designed to (i) assist First Chicago NBD Corporation in attracting, retaining
and motivating senior management employees, (ii) associate Participant's
interests with those of the Corporation's stockholders and (iii) qualify
annual incentive compensation paid to Participants who are "covered employees"
as "other performance-based compensation" within the meaning of Section 162(m)
of the Code or a successor provision.
 
2. DEFINITIONS
 
  Terms not otherwise defined herein shall have the following meanings:
 
    (a) "Board" means the Board of Directors of First Chicago NBD
  Corporation.
 
    (b) "Change of Control" means a change of control as defined in the First
  Chicago NBD Corporation Stock Performance Plan or any successor thereto.
 
    (c) "Code" means the Internal Revenue Code of 1986, as amended.
 
    (d) "Committee" means the committee appointed by the Board to administer
  the Plan as provided herein. Unless otherwise determined by the Board, the
  Organization, Compensation and Nominating Committee of the Board shall be
  the Committee.
 
    (e) "Corporation" means First Chicago NBD Corporation and its successors
  and assigns and any corporation which shall acquire substantially all of
  its assets. In addition, Corporation shall include any corporation or other
  entity, whether domestic or foreign, in which the Corporation has or
  obtains, directly or indirectly, a proprietary interest of at least 50% by
  reason of stock ownership or otherwise.
 
    (f) "Incentive Payment" means a payment under this Plan made in cash to a
  Participant, subject to Section 4 hereof.
 
    (g) "Incentive Period" means the calendar year, except to the extent the
  Committee determines otherwise.
 
    (h) "Participant" means an employee of the Corporation who is a member of
  senior management and is designated by the Committee as eligible to receive
  an Incentive Payment under the Plan for an Incentive Period.
 
    (i) "Performance Goals" mean (i) earnings per share, (ii) return on
  average equity, (iii) return on average assets, or (iv) any other objective
  performance goals as may be established by the Committee for an Incentive
  Period. Performance Goals may be absolute in their terms or measured
  against or in relationship to other companies comparably, similarly or
  otherwise situated and may be based on or adjusted for any other objective
  goals, events, or occurrences established by the Committee for an Incentive
  Period, including earnings, earnings growth, revenues, expenses, stock
  price, market share, charge-offs, loan loss reserves, reductions in non-
  performing assets, return on assets, return on equity or return on
  investment, regulatory compliance, satisfactory internal or external
  audits, improvement of financial ratings, achievement of balance sheet or
  income statement objectives, extraordinary charges, losses from
  discontinued operations, restatements and accounting changes and other
  unplanned special charges such as restructuring expenses, acquisition
  expenses including goodwill, unplanned stock offerings and strategic loan
  loss provisions. Such Performance Goals may be particular to a line of
  business, subsidiary or other unit or may be based on the performance of
  the Corporation generally. Such Performance Goals may cover such period as
  may be specified by the Committee.
 
    (j) "Plan" means the First Chicago NBD Corporation Senior Management
  Annual Incentive Plan.
 
3. ADMINISTRATION
 
  (a) The Plan shall be administered by the Committee. The Committee shall
have authority to determine the terms of all Incentive Payments hereunder,
including, without limitation, the Participants to whom, and the time or times
at which, payments are made, the amount of a Participant's Incentive Payments,
the Incentive Period to which each Incentive Payment shall relate, the actual
dollar amount to be paid, and when the Incentive Payments shall be made (which
payments may, without limitation, be made during or after an Incentive Period,
on a deferred basis or in installments).
 
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  (b) Subject to the express provisions of the Plan, the Committee shall have
authority to interpret the Plan, to prescribe, amend and rescind rules and
regulations relating to it and to make all other determinations deemed
necessary or advisable for the administration of the Plan. The determinations
of the Committee pursuant to its authority under the Plan shall be conclusive
and binding.
 
  (c) The Committee may, in its discretion, authorize the Chief Executive
Officer of the Corporation to act on its behalf, except with respect to
matters relating to such Chief Executive Officer or any executive vice
president or above of the Corporation.
 
4. DETERMINATION OF PERFORMANCE GOALS AND INCENTIVE PAYMENTS
 
  (a) Prior to the completion of 25% of the Incentive Period or such earlier
date as required under Section 162(m) of the Code, the Committee shall, in its
sole discretion, for each such Incentive Period determine and establish in
writing the following:
 
    (i) The Performance Goals applicable to the Incentive Period; and
 
    (ii) The performance/payout schedule detailing the total amount which may
  be available for payout to all Participants as Incentive Payments based
  upon the relative level of attainment of the Performance Goals.
 
  (b) After the end of each Incentive Period, the Committee shall:
 
    (i) Certify in writing, prior to the unconditional payment of any
  Incentive Payment, whether the Performance Goals for the Incentive Period
  were satisfied and to what extent they were satisfied;
 
    (ii) Determine the total amount available for Incentive Payments pursuant
  to the performance/payout schedule established in Section 4(a)(ii) above,
  which amount shall be based upon the extent to which the Performance Goals
  established by the Committee for the Incentive Period have been achieved;
 
    (iii) In its sole discretion, reduce the size of or eliminate the total
  amount available for payment for an Incentive Period; and
 
    (iv) In its sole discretion, determine the share, if any, of the
  available amount to be paid to each Participant as that Participant's
  Incentive Payment and authorize payment of such amount; except, however, in
  the case of a Participant who is at or above the level of vice chairman of
  First Chicago NBD Corporation, the Board shall approve (but only to the
  extent permitted under Section 162(m) of the Code and underlying
  regulations) the Committee's determination of such Participant's share
  before the Committee may authorize payment.
 
    (v) Anything in this Plan to the contrary notwithstanding, if the minimum
  Performance Goals established by the Committee for the Incentive Period
  under Section 4(a)(i) are attained and certified by the Committee in
  accordance with Section 4(b)(i), the Committee may award the maximum amount
  (or in its sole discretion any lesser amount) set forth in Section 4(f) as
  a Participant's Incentive Payment for the Incentive Period.
 
  (c) The Committee may authorize a conditional payment of a Participant's
Incentive Payment prior to the end of an Incentive Period based upon the
Committee's good faith determination of the projected size of (i) the total
amount which will become available for payout as Incentive Payments for the
Incentive Period pursuant to Section 4(b)(ii) above, and (ii) a Participant's
Incentive Payment.
 
  (d) Unless otherwise determined by the Committee or required by applicable
law, no payment pursuant to this Plan shall be made to a Participant unless
the Participant is employed by the Corporation as of the date of payment.
 
  (e) Incentive Payments shall be subject to applicable federal, state and
local withholding taxes and other applicable withholding in accordance with
the Corporation's payroll practices as from time-to-time in effect.
 
  (f) The Incentive Payment for any Incentive Period for each Participant who
is a "covered employee" under Section 162(m) of the Code and/or a member of
the senior management committee (as designated by the Chief Executive Officer
of the Corporation) shall in no event exceed $4,000,000.
 
5. TRANSFERABILITY
 
  Incentive Payments shall not be subject to the claims of creditors and may
not be assigned, alienated, transferred or encumbered in any way by a
Participant prior to the payment thereof.
 
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6. TERMINATION OR AMENDMENT
 
  The Board may amend, modify or terminate the Plan in any respect at any time
without the consent of Participants. 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 Section 162(m) of the Code.
 
7. CHANGE OF CONTROL
 
  Notwithstanding anything contained in this Plan, in the event of a Change of
Control, the following provisions shall be applicable:
 
    (a) The Incentive Period will be deemed to have concluded on the date of
  the Change of Control and the total amount available pursuant to Section
  4(b) will fund on a pro-rata basis (based upon the number of days in such
  Incentive Period elapsed through the date of Change of Control) assuming
  the Corporation had attained Performance Goals at a level generating
  funding at 200% of target funding; and
 
    (b) The Committee in its sole discretion will determine the share of the
  available amount payable to each Participant as that Participant's
  Incentive Payment (provided that in all events the entire available amount
  as calculated pursuant to Section 7(a) shall be paid to Participants as
  Incentive Payments) and payments shall be made to each Participant as soon
  thereafter as is practicable.
 
8. SAVINGS CLAUSE
 
  This Plan is intended to comply in all aspects with applicable law and
regulation, including, with respect to those Participants who are "covered
employees," Section 162(m) of the Code. 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, 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 Code Section 162(m)), so as to foster the
intent of this Plan.
 
9. CONFER NO OTHER RIGHTS
 
  The establishment of the Plan shall not confer upon any Participant any
legal or equitable right against the Corporation, except as expressly provided
in the Plan.
 
10. NO RIGHT TO EMPLOYMENT
 
  The Plan, an Incentive Payment, or the designation of an employee as a
Participant for an Incentive Period do not constitute an inducement or
consideration for the employment of any Participant, nor is the Plan or any
Incentive Payment a contract between the Corporation and any Participant.
Participation in the Plan shall not give a Participant any right to be
retained in the employ of the Corporation.
 
11. OTHER PLANS
 
  Nothing contained in this Plan shall prevent the Board or Committee from
adopting other or additional compensation arrangements, subject to stockholder
approval if such approval is required, and such arrangements may benefit
Participants and may be either generally applicable or applicable only in
specific cases.
 
12. GOVERNING LAW
 
  The Plan shall be governed, construed and administered in accordance with
the laws of the State of Delaware except where such laws may be superseded by
federal law.
 
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13. EFFECTIVE DATE; TERM OF THE PLAN
 
  The Plan shall be effective as of January 1, 1996 subject to its approval by
the stockholders of the Corporation at the annual meeting of stockholders to
be held May 10, 1996, or any adjournment thereof. Unless sooner terminated by
the Board pursuant to Section 6, to the extent necessary to ensure that
Incentive Payments made to "covered employees" as defined under Section 162(m)
of the Code may be deductible for federal income tax purposes, the Plan shall
terminate as of the date of the first meeting of the Corporation's
stockholders occurring during the year 2001, unless the term of the Plan is
extended and reapproved at such stockholders' meeting. No additional Incentive
Payments may be paid after termination of the Plan. Termination of the Plan
shall not affect any Incentive Payments due and outstanding on the date of
termination and such Incentive Payments shall continue to be subject to the
terms of the Plan notwithstanding its termination.
 
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