BANK ONE CORP. FORM S-8 POS (Post-Effective Amendment to an S-8 filing) Filed 9/30/1998. CHICAGO, Illinois Telephone CIK

Transcription

1 BANK ONE CORP FORM S-8 POS (Post-Effective Amendment to an S-8 filing) Filed 9/30/1998 Address 1 BANK ONE PLAZA CHICAGO, Illinois Telephone CIK Industry Money Center Banks Sector Financial Fiscal Year 12/31

2 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 30, 1998 REGISTRATION NO SECURITIES AND EXCHANGE COMMISSION Washington, D.C POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BANK ONE CORPORATION (Exact name of registrant as specified in its charter) DELAWARE (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) 100 EAST BROAD STREET COLUMBUS, OHIO (ZIP CODE) (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) FIRST CHICAGO CORPORATION 1983 STOCK OPTION PLAN FIRST CHICAGO CORPORATION STOCK INCENTIVE PLAN LAKE SHORE BANCORP., INC. STOCK INCENTIVE PLAN FIRST CHICAGO NBD CORPORATION EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN FIRST CHICAGO NBD CORPORATION SAVINGS AND INVESTMENT PLAN NBD BANCORP, INC. PERFORMANCE INCENTIVE PLAN FIRST CHICAGO NBD CORPORATION DIRECTOR STOCK PLAN FIRST CHICAGO NBD CORPORATION STOCK PERFORMANCE PLAN BARRINGTON BANCORP 1993 STOCK OPTION AND INCENTIVE PLAN INB FINACIAL CORPORATION 1990 STOCK INCENTIVE PLAN INB FINANCIAL CORPORATION INCENTIVE STOCK OPTION PLAN AMERIFED FINANCIAL CORP INCENTIVE STOCK OPTION PLAN FNW BANCORP, INC STOCK INCENTIVE PLAN SUMMCORP EMPLOYEE STOCK OPTION PLAN (FULL TITLES OF THE PLANS) STEVEN ALAN BENNETT, ESQ. BANK ONE CORPORATION 100 EAST BROAD STREET COLUMBUS, OHIO (NAME AND ADDRESS OF AGENT FOR SERVICE) (614) (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) COPY TO: SHERMAN I. GOLDBERG, ESQ. FIRST CHICAGO NBD CORPORATION ONE FIRST NATIONAL PLAZA CHICAGO, ILLINOIS Amending the Prospectus

3 EXPLANATORY NOTE This Post-Effective Amendment No. 1 on Form S-8 amends Registration Statement No which was previously filed on Form S-4 (the "Original Registration Statement") in connection with the mergers (the "Mergers") of each of First Chicago NBD Corporation, a Delaware corporation ("FCN"), and BANC ONE CORPORATION, an Ohio corporation ("BANC ONE"), with and into BANK ONE CORPORATION, a Delaware corporation ("ONE"). The Original Registration Statement as amended by this Post-Effective Amendment No. 1 is referred to herein as the "Registration Statement". In connection with the filing of the Original Registration Statement, 547,000,000 shares of ONE Common Stock, $0.01 par value per share (the "ONE Common Stock"), were registered with the Securities and Exchange Commission (the "Commission") and the applicable filing fee was paid. The number of shares so registered pursuant to the Original Registration Statement were those shares which are expected to be distributed to the holders of FCN Common Stock, $1.00 par value per share (the "FCN Common Stock"), in connection with the Mergers and those shares which are necessary to be distributed, or reserved for issuance, to FCN employees and directors in connection with certain employee benefit plans of FCN in effect at the time of the Mergers as listed on the cover of this Post- Effective Amendment No.1 (the "FCN Plans"). Pursuant to the terms of the Mergers, all outstanding FCN employee and director stock options exercisable for FCN Common Stock under the FCN Plans are to be converted into stock options exerciseable for ONE Common Stock after the effective time of the Mergers based on a formula which will be described in the offering material sent to holders of FCN stock options. In addition, modifications will be made in the other FCN Plans to provide for the issuance of ONE Common Stock in lieu of FCN Common Stock, as provided in the relevant plan, after the effective time of the Mergers; updated offering materials also will be sent to participants in these plans. Item 3. Incorporation of Documents by Reference. PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT The following documents heretofore filed by BANC ONE (File No ) with the Commission are incorporated by reference in the Registration Statement: (a) BANC ONE's Annual Report on Form 10-K for the fiscal year ended December 31, 1997; (b) BANC ONE's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998 and June 30, 1998; (c) BANC ONE's Current Reports on Form 8-K dated January 26, 1998, April 14, 1998 (as amended by the Form 8-K/A filed April 21, 1998, as amended by the Form 8-K/A filed May 19, 1998, as amended by the Form 8-K/A filed August 17, 1998), April 22, 1998, July 21, 1998, July 22, 1998, July 24, 1998 (as amended by a Form 8-K/A filed August 11, 1998), July 24, 1998, August 28, 1998, September 11, 1998 and September 17, 1998; and (d) The description of BANC ONE Common Stock set forth in the BANC ONE Registration Statement filed pursuant Section 12 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") on Form 8-B on May 1, 1989, including any amendment or report filed with the Commission for the purpose of updating such description. The following documents heretofore filed by FCN (File No ) with the Commission are incorporated by reference in the Registration Statement: (a) FCN's Annual Report on Form 10-K for the year ended December 31, 1997; (b) FCN's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998 and June 30, 1998; (c) FCN's Current Reports on Form 8-K dated January 16, 1998, February 17, 1998, April 10, 1998, April 13, 1998, April 21, 1998, May 19, 1998, July 13, 1998, August 17, 1998, September 11, 1998 and September 15, II-1

4 The following documents heretofore filed by ONE with the Commission are incorporated by reference in the Registration Statement: (a) The Joint Proxy Statement Prospectus of BANC ONE and FCN dated July 31, All documents filed by ONE, FCN, BANC ONE or any FCN Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all the securities offered hereby have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference into the Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of the Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of the Prospectus. Item 4. Description of Securities This item is inapplicable as the securities to be offered are registered under Section 12 of the Exchange Act. Item 5. Interests of Named Experts and Counsel The validity of the shares of Common Stock of ONE offered hereby has been passed upon for ONE by Steven Alan Bennett, Senior Vice President and General Counsel of BANC ONE CORPORATION, the parent corporation of ONE. Mr. Bennett owns a number of shares of common stock of BANC ONE and holds options to purchase additional shares of common stock of BANC ONE. The consolidated financial statements of BANC ONE and its subsidiaries incorporated in this Registration Statement by reference to the BANC ONE Annual Report on Form 10-K for the year ended December 31, 1997 have been audited by PricewaterhouseCoopers LLP, independent accountants, as set forth in their report dated February 12, 1998 accompanying such financial statements and are incorporated herein in reliance upon the report of such firm, given on the authority of said firm as expert in accounting and auditing. The consolidated financial statements of FCN included in the Annual Report on Form 10-K for the year ended December 31, 1997, incorporated herein by reference have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their report with respect thereto, and are incorporated herein by reference in reliance upon the authority of said firm as expert in accounting and auditing in giving said report. Item 6. Indemnification of Directors and Officers ONE is a Delaware corporation. Section 145 of the General Corporation Law of the State of Delaware contains detailed provisions on indemnification of directors and officers of a Delaware corporation against expenses, judgements, fines and amounts paid in settlement, actually and reasonably incurred in connection with litigation. Article Seventh of ONE's Certificate of Incorporation will, at the consummation of the Mergers, provide for indemnification of directors and officers. The provision will provide that any person shall to the fullest extent permitted by the General Corporation Law of the State of Delaware be indemnified and reimbursed by ONE for expenses and liabilities imposed upon the person in connection with any action, suit or proceeding, civil or criminal, or threat thereof, in which the person may be involved by reason of the person being or having been a director, officer, employee or agent of ONE, or of any corporation or organization which the person served in any capacity at the request of ONE. Such Article Seventh, as permitted by the General Corporation Law of the State of Delaware, also provides that a director of ONE shall not be personally liable to ONE or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to ONE or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware or (iv) for any transaction from which the director derived any improper personal benefit. II-2

5 The First Chicago NBD Corporation Savings and Investment Plan (the "Plan") provides that, to the extent permitted by law, any person who is a present or former director, officer or employee of any employer covered by the Plan to whom the Retirement Committee, which administers the Plan, or an employer has delegated any portion of its responsibilities under the Plan and each present or former Retirement Committee member shall be indemnified and saved harmless by the employers (to the extent not indemnified or saved harmless under any liability insurance or other indemnification arrangement with respect to the Plan) from and against any and all 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 or the investment of the trust fund, including all expenses reasonably incurred in the individual's defense, in the event that the employers fail to provide such defense. The First Chicago Corporation 1983 Stock Option Plan (the "1983 Plan") provides that any person who is or was a director, officer or employee of an employer whose employees were eligible to participate in the 1983 Plan and each non-officer director shall be entitled to indemnification by such employers from and against any and all liability or claim to liability to which such person may be subjected by reason of any act done in good faith or omitted to be done in good faith with respect to the administration of the 1983 Plan, including all expenses reasonably incurred in the individual's defense, in the event that such employers fail to provide such defense. The First Chicago NBD Corporation Employee Stock Purchase and Savings Plan (the "Stock Purchase Plan") provides that any person who is a director, officer or employee of FCN (or its successor) or a corporation whose employees are eligible to participate in the Stock Purchase Plan and each member of the committee administering the Stock Purchase Plan shall be entitled to indemnification by FCN (or its successor) from and against any and all liability or claim 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 Stock Purchase Plan, including all expenses reasonably incurred in his defense in the event that FCN fails to provide such defense. Each of the INB Financial Corporation 1990 Stock Incentive Plan and the FNW Bancorp, Inc Stock Incentive Plan provides that each person who is a member of the Board of Directors of FCN (or its successor) or a member of the Board committee which administers such plan shall be indemnified by FCN (or its successor) against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him in connection with or resulting from any claim, action, suit or proceeding to which he may be a party or in which he may be involved by reason of any action taken or failure to act under the applicable plan and against and from any and all amounts paid by him in settlement thereof, with FCN's (or its successor's) approval, or paid by him in satisfaction of any judgment in any such action, suit, or proceeding against him, provided he shall give FCN (or its successor) an opportunity, at its own expense, to handle and defend the same before he undertakes to handle and defend it on his own behalf. This indemnification is not exclusive of any other rights of indemnification to which such director may otherwise be entitled to from FCN (or its successor). The directors and officers of ONE may be covered by an insurance policy, indemnifying them against certain civil liabilities, including liabilities under the federal securities laws, which might be incurred by them in such capacity. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Securities Act"), may be permitted to directors, officers or persons controlling ONE pursuant to the foregoing provisions, ONE has been informed that in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. Item 7. Exemption from Registration Claimed. This item is inapplicable. II-3

6 Item 8. Exhibits. The FCN Savings and Investment Plan (including any amendments thereto) has been, or will be, submitted to the Internal Revenue Service (the "IRS") in a timely manner and the Registrant undertakes to make all changes required by the IRS to qualify such plan under Section 401 of the Internal Revenue Code. This Registration Statement includes the following Exhibits: Exhibit Number Description of Exhibits Agreement and Plan of Reorganization, dated as of April 10, 1998, by and among BANK ONE CORPORATION (formerly Hornet Reorganization Corporation), a Delaware corporation, BANC ONE CORPORATION, an Ohio corporation, and First Chicago NBD Corporation, a Delaware corporation (incorporated by reference to Exhibit 2.1 of the Form 8-K of BANC ONE CORPORATION dated April 10, 1998). 5.1 Opinion of Steven Alan Bennett, Senior Vice President and General Counsel of BANC ONE CORPORATION, as to legality of securities being issued 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of Arthur Andersen LLP 23.3 Consent of Steven Alan Bennett, Senior Vice President and General Counsel of BANC ONE CORPORATION (included in Exhibit 5.1 hereof) 24.1 Powers of Attorney* 99.1 Form of First Chicago NBD Corporation Savings and Investment Plan (incorporated by reference to Exhibit 99 to First Chicago NBD Corporation's Form S-8 Registration Statement (File No )) 99.2 First Chicago NBD Corporation Employee Stock Purchase and Savings Plan (incorporated by reference to Exhibit 28 to First Chicago's Form S-8 Registration Statement (File No ))] 99.3 First Chicago Corporation 1983 Stock Option Plan (incorporated by reference to Exhibit 28 to First Chicago Corporation's Post- Effective Amendment No. 1 to Form S-8 Registration Statement (File No )) 99.4 First Chicago Corporation Stock Incentive Plan (incorporated by reference to Exhibit 10(A) to First Chicago Corporation's 1990 Annual Report on Form 10-K (File No )) 99.5 Lake Shore Bancorp., Inc. Stock Incentive Plan (incorporated by reference to Exhibit 99 to First Chicago Corporation's Post- Effective Amendment No. 1 to Form S-8 Registration Statement (File No )) 99.6 First Chicago NBD Corporation Stock Performance Plan (incorporated by reference to Exhibit 10(Y) to First Chicago NBD Corporation's 1995 Annual Report on Form 10-K (File No )) 99.7 First Chicago NBD Corporation Director Stock Plan (incorporated by reference to Exhibit 10 (X) to First Chicago NBD Corporation's 1995 Annual Report on Form 10-K (File No )) 99.8 Barrington Bancorp 1993 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.2 to Barrington Bancorp's Registration Statement on Form S-1 (File No )) II-4

7 99.9 NBD Bancorp, Inc. Performance Incentive Plan (incorporated by reference to Exhibit 10(a) of NBD Bancorp, Inc.'s 1991 Annual Report on Form 10-K (File No )) INB Financial Corporation 1990 Stock Incentive Plan (incorporated by reference to the document describing the plan dated July 3, 1990, constituting part of the Prospectus as filed as part of INB Financial Corporation's Registration Statement on Form S-8 (File No )) INB Financial Corporation Incentive Stock Option Plan (incorporated by reference to the Prospectus dated June 19, 1989, filed as part of INB Financial Corporation's Registration Statement on Form S-8 (File No )) Amerifed Financial Corp Incentive Stock Option Plan (incorporated by reference to Exhibit 10.6 to Amerifed Financial Corp.'s Registration Statement on Form S-1 (File No )) FNW Bancorp, Inc Stock Incentive Plan SUMMCORP Employee Stock Option Plan * Previously filed. II-5

8 Item 9. Undertakings. The undersigned Registrant hereby undertakes: (l) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. Provided, however, that paragraphs (l)(i) and (l)(ii) do not apply if the Registration Statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (5) That, insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of Registrant pursuant to Registrant's indemnification provisions, or otherwise, Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in such Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than payment by Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-6

9 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, ONE certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment No. 1 on Form S-8 to the Registration Statement on Form S-4 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Columbus, State of Ohio, on the 30th day of September, BANK ONE CORPORATION /s/ Steven Alan Bennett By: Steven Alan Bennett Vice President, Secretary and Assistant Treasurer Pursuant to the requirements of the Securities Act of 1933, this Post- Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on September 30, Signature Title /s/ John B. McCoy* Chairman, Chief Executive Officer and Director (Principal Executive Officer) John B. McCoy /s/ Michael J. McMennamin* Vice President, Treasurer and Assistant Secretary (Principal Financial and Accounting Officer) Michael J. McMennamin /s/ William P. Boardman* William P. Boardman Director /s/ Richard J. Lehmann* Richard J. Lehmann Director * The undersigned, by signing his name hereto, does hereby sign this Post- Effective Amendment No. 1 to the Registration Statement on behalf of each of the above-indicated directors and officers of the Registrant pursuant to a power of attorney signed by such directors and officers. /s/ Steven Alan Bennett Steven Alan Bennett Attorney-in-Fact II-7

10 EXHIBIT INDEX Exhibit Number Description of Exhibits Agreement and Plan of Reorganization, dated as of April 10, 1998, by and among BANK ONE CORPORATION (formerly Hornet Reorganization Corporation), a Delaware corporation, BANC ONE CORPORATION, an Ohio corporation, and First Chicago NBD Corporation, a Delaware corporation (incorporated by reference to Exhibit 2.1 of the Form 8-K of BANC ONE CORPORATION dated April 10, 1998). 5.1 Opinion of Steven Alan Bennett, Senior Vice President and General Counsel of BANC ONE CORPORATION, as to legality of securities being issued 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of Arthur Andersen LLP 23.3 Consent of Steven Alan Bennett, Senior Vice President and General Counsel of BANC ONE CORPORATION (included in Exhibit 5.1 hereof) 24.1 Powers of Attorney* 99.1 Form of First Chicago NBD Corporation Savings and Investment Plan (incorporated by reference to Exhibit 99 to First Chicago NBD Corporation's Form S-8 Registration Statement (File No )) 99.2 First Chicago NBD Corporation Employee Stock Purchase and Savings Plan (incorporated by reference to Exhibit 28 to First Chicago's Form S-8 Registration Statement (File No ))] 99.3 First Chicago Corporation 1983 Stock Option Plan (incorporated by reference to Exhibit 28 to First Chicago Corporation's Post- Effective Amendment No. 1 to Form S-8 Registration Statement (File No )) 99.4 First Chicago Corporation Stock Incentive Plan (incorporated by reference to Exhibit 10(A) to First Chicago Corporation's 1990 Annual Report on Form 10-K (File No )) 99.5 Lake Shore Bancorp., Inc. Stock Incentive Plan (incorporated by reference to Exhibit 99 to First Chicago Corporation's Post- Effective Amendment No. 1 to Form S-8 Registration Statement (File No )) 99.6 First Chicago NBD Corporation Stock Performance Plan (incorporated by reference to Exhibit 10(Y) to First Chicago NBD Corporation's 1995 Annual Report on Form 10-K (File No )) 99.7 First Chicago NBD Corporation Director Stock Plan (incorporated by reference to Exhibit 10 (X) to First Chicago NBD Corporation's 1995 Annual Report on Form 10-K (File No )) 99.8 Barrington Bancorp 1993 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.2 to Barrington Bancorp's Registration Statement on Form S-1 (File No ))

11 Exhibit Number Description of Exhibits NBD Bancorp, Inc. Performance Incentive Plan (incorporated by reference to Exhibit 10(a) of NBD Bancorp, Inc.'s 1991 Annual Report on Form 10-K (File No )) INB Financial Corporation 1990 Stock Incentive Plan (incorporated by reference to the document describing the plan dated July 3, 1990, constituting part of the Prospectus as filed as part of INB Financial Corporation's Registration Statement on Form S-8 (File No )) INB Financial Corporation Incentive Stock Option Plan (incorporated by reference to the Prospectus dated June 19, 1989, filed as part of INB Financial Corporation's Registration Statement on Form S-8 (File No )) Amerifed Financial Corp Incentive Stock Option Plan (incorporated by reference to Exhibit 10.6 to Amerifed Financial Corp.'s Registration Statement on Form S-1 (File No )) FNW Bancorp, Inc Stock Incentive Plan SUMMCORP Employee Stock Option Plan * Previously filed.

12 Exhibit 5.1 September 30, 1998 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C Re: BANK ONE CORPORATION Post-Effective Amendment No. 1 on Form S-8 Registration Statement Ladies and Gentlemen: Reference is made to the Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 of BANK ONE CORPORATION (the "Company") relating to certain stock-based employee or director benefit plans of First Chicago NBD Corporation (collectively, the "Plans") concurrently being filed with the Securities and Exchange Commission (the "Registration Statement") pursuant to which the Company's common stock, $ 0.01 par value per share (the "Common Stock"), will be issued, or reserved for issuance, under the Plans pursuant to the Merger of First Chicago NBD Corporation with, and into, the Company (the "Merger") under the terms of the Agreement and Plan of Reorganization, dated as of April 10, 1998, as amended (the "Agreement") by and among the Company, First Chicago NBD Corporation and BANC ONE CORPORATION. I am Senior Vice President and General Counsel of BANC ONE CORPORATION, the parent corporation of the Company. I, or members of my staff subject to my supervision, have examined originals or copies, certified or otherwise identified to my satisfaction, of such corporate records, certificates of public officials, and other documents as I have deemed necessary or relevant as a basis for my opinion set forth herein. On the basis of the foregoing, it is my opinion that the shares of Common Stock offered as set forth in the Registration Statement and relevant Plan documents, when issued in accordance with their respective terms and the terms of the Agreement and the respective Plans, will be legally issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name whenever it appears in such Registration Statement, including the applicable Prospectus constituting a part thereof, as originally filed or as subsequently amended. Very truly yours, /s/ Steven Alan Bennett

13 Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Post-Effective Amendment No. 1 on Form S-8 (File No ) of BANK ONE CORPORATION, of our report dated February 12, 1998 on our audits of the consolidated financial statements of BANC ONE CORPORATION as of December 31, 1997 and 1996, and for each of the three years in the period ended December 31, 1997, included in BANC ONE CORPORATION's Annual Report on From 10-K for the year ended December 31, We also consent to the reference to our Firm under the caption "Interests of Named Experts and Counsel" in this Registration Statement. /s/ PricewaterhouseCoopers LLP Columbus, Ohio September 29, 1998

14 Exhibit 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS To BANK ONE CORPORATION: As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement of our report dated January 15, 1998, on the consolidated financial statements of First Chicago NBD Corporation included in the Form 10-K of First Chicago NBD Corporation for the year ended December 31, 1997 and to the reference to our Firm under the caption "Interests of Named Experts and Counsel" included in this Registration Statement. /s/ ARTHUR ANDERSEN LLP Chicago, Illinois, September 30, 1998

15 Exhibit FNW BANCORP, INC Stock Incentive Plan November 1989

16 FNW Bancorp, Inc Stock Incentive Plan TABLE OF CONTENTS Article Section Page ESTABLISHMENT, PURPOSE, AND DURATION Establishment of the Plan Purpose of the Plan Duration of the Plan 2 2 DEFINITIONS AND CONSTRUCTION Definitions Gender and Number Severability 7 3 ADMINISTRATION The Committee Authority of the Committee Selection of Participants Decisions Binding Delegation of Certain Responsibilities Procedures of the Committee Award Agreements 10

17 Article Section Page STOCK SUBJECT TO THE PLAN Number of Shares Lapsed Awards Adjustments in Authorized Shares 11 ELIGIBILITY AND PARTICIPATION Eligibility Actual Participation 11 6 STOCK OPTIONS Grant of Options Option Agreement Option Price Duration of Options Exercise of options Payment Restrictions on Stock Transferability Termination of Employment Due to Death, Disability, or Retirement Termination of Employment for Other Reasons Nontransferability of Options 15

18 Article Section Page RESTRICTED STOCK Grant of Restricted Stock Restricted Stock Agreement Transferability Other Restrictions Certificate Legend Removal of Restrictions Voting Rights Dividend and Other Distributions Termination of Employment Due to Retirement Termination of Employment Due to Death or Disability Termination of Employment for Other Reasons 18 8 BENEFICIARY DESIGNATION RIGHTS OF EMPLOYEES Employment Participation CHANGE IN CONTROL AMENDMENT, MODIFICATION, AND TERMINATION Amendment, modification, and Termination Awards Previously Granted 20

19 Article Section Page WITHHOLDING Tax Withholding Stock Withholding INDEMNIFICATION SUCCESSORS REQUIREMENTS OF LAW Requirements of Law Governing Law 22

20 FNW BANCORP, INC Stock Incentive Plan ARTICLE 1. ESTABLISHMENT, PURPOSE, AND DURATION 1.1 Establishment of the Plan. FNW Bancorp, Inc. (hereinafter referred to as the "Company"), a Delaware corporation, hereby establishes an incentive compensation plan to be known as the "1989 Stock Incentive Plan" (hereinafter referred to as the "Plan"), as set forth in this document. The Plan permits the grant of incentive Stock options, nonqualified Stock options, and restricted Stock. Subject to ratification by a majority of the shareholders of the Company within twelve (12) months, the Plan shall become effective as of October 25, 1989 (the "Effective Date"), and shall remain in effect as provided in Section 1.3 herein. 1.2 Purpose of the Plan. The purpose of the Plan is to promote the success of the Company by providing incentives to Key Employees that will link their personal interests to the long-term financial success of the Company and to the growth in shareholder value. The Plan is intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of Key Employees upon whose judgment, interest, and special effort the successful conduct of its operation is largely dependent.

21 1.3 Duration of the Plan. The Plan shall commence on the Effective Date, as described in Section 1.1 herein, and shall remain in effect, subject to the right of the Board of Directors to terminate the Plan at any time pursuant to Article 11, until all Stock subject to it shall have been purchased or acquired according to the provisions herein. However, in no event may an Award be granted under the Plan on or after the tenth (10th) anniversary of the Plan's Effective Date. ARTICLE 2. DEFINITIONS AND CONSTRUCTION 2.1 Definitions. Whenever used in the Plan, the following terms shall have the meanings set forth below and, when the meaning is intended, the initial letter of the word is capitalized: (a) "Award" means, individually or collectively, a grant under this Plan of Incentive Stock Options, Nonqualified Stock Options, or Restricted Stock. (b) Beneficial Owner" shall have the meaning ascribed to such terms in Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). (c) "Board" or "Board of Directors" means the Board of Directors of the Company.

22 (d) "Change in Control" shall be deemed to have occurred if the conditions set forth in any one of the following paragraphs shall have been satisfied: (i) a change in the ownership of fifty percent (50%) or more of the Corporation's outstanding common stock, within a twelve month period; or, (ii) a successful tender or exchange offer for the voting stock of the Corporation or a merger, consolidation or sale of assets; or, (iii) a contested election which results in a change in membership of a majority of the Board of Directors. However, in no event shall a Change in Control be deemed to have occurred, with respect to the Participant, if the Participant is part of a purchasing group which consummates the Change in Control transaction. The Participant shall be deemed "part of a purchasing group..." for purposes of the preceding sentence if the Participant is an equity participant or has agreed to become an equity participant in the purchasing company or group (except for (i) passive ownership of less than 5% of the Stock of the purchasing company or (ii) ownership of equity participation in the purchasing. company or group which is otherwise not deemed to be

23 significant, as determined prior to the Change in Control by a majority of the nonemployee continuing directors). (e) Cause" means: (i) misappropriation of any funds or property of the Corporation; or (ii) attempting to obtain any personal profit from any transaction in which the Participant has an interest which is adverse to the interest of the Corporation, unless the Participant shall have first obtained the consent of the Board of Directors; or (iii) material neglect or refusal to perform the duties reasonably assigned the Participant, or (iv) participating in a course of conduct which is injurious to the reputation of the Corporation or its subsidiaries; or (v) being convicted of a felony; or (vi) being adjudicated a bankrupt. (f) "Code" means the Internal Revenue Code of 1986, as amended from time to time. (g) "Committee" means the Executive Committee of the Board, or any other committee appointed by the Board to administer the Plan pursuant to Article 3 herein. (h) "Company" means FNW Bancorp, Inc., a Delaware bank holding corporation (including any and all subsidiaries), or any successor thereto as provided in Article 14 herein.

24 (i) "Disability" means a permanent and total disability within the meaning of Code Section 22(e)(3), as determined by the Committee in good faith, upon receipt of sufficient competent medical advice. (j) "Fair Market Value" means the average of the highest and lowest price at which the Stock was traded on the ten trading days prior to the relevant date, as reported by the National Association of Securities Dealers. (k) "Incentive Stock Option" or "ISO" means an option to purchase Stock, granted under Article 6 herein, which is designated as an incentive Stock option and is intended to meet the requirements of Section 422A of the Code. (1) "Key Employee" means an employee of the Company, including an employee who is an officer or a director of the Company, who, in the opinion of members of the Committee, can contribute significantly to the growth and profitability of' the Company. "Key Employee" also may include those employees, identified by the Committee, in situations concerning extraordinary performance, promotion, retention, or recruitment. The granting of an Award under this Plan shall be deemed a determination by the Committee that such employee is a Key Employee.

25 (m) "Nonqualified Stock Option" or "NQSO" means an option to purchase Stock, granted under Article 6 herein, which is not intended to be an Incentive Stock Option. (n) "Option" means an Incentive Stock Option or a Nonqualified Stock Option. (o) "Participant" means a Key Employee of the Company who has been granted an Award under the Plan. (p) "Period of Restriction" means the period during which the transfer of Shares of Restricted Stock is restricted, during which the Participant is subject to a substantial risk of forfeiture, pursuant to Article 7 herein. (q) "Person" shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a "group" as defined in Section 13(d). (r) "Plan" means the FNW Bancorp 1989 Stock Incentive Plan, as herein described. (s) "Restricted Stock" means a Stock Award granted to a Participant pursuant to Article 7 herein. (t) "Stock" or "Shares" means the common Stock of the Company.

26 2.2 Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the singular and the singular shall include the plural. 2.3 Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included. ARTICLE 3. ADMINISTRATION 3.1 The Committee. The Plan shall be administered by a committee (the "Committee") consisting of not less than three directors who shall be appointed from time to time by, and shall serve at the discretion of, the Board of Directors. No member of the Committee shall be eligible to participate in the Plan or any similar Plan of the Company or any of its Subsidiaries while serving on the Committee or shall have been so eligible at any time within one year prior to his or her appointment to the Committee.

27 3.2 Authority of the Committee. Subject to the provisions of the Plan and subject to ratification by the Board, the Committee shall have full power to construe and interpret the Plan; to establish, amend or waive rules and regulations for its administration; to accelerate the exercisability of any Award or the end of a restriction period or the termination of any Award Agreement, or any other instrument relating to an Award under the Plan; and (subject to the provisions of Article 11 herein) to amend the terms and conditions of any outstanding Option, or Restricted Stock Award to the extent such terms and conditions are within the discretion of the Committee as provided in the Plan. Notwithstanding the foregoing, no action of the Committee may, without the consent of the person or persons entitled to exercise any outstanding Option or to receive payment of any other outstanding Award, adversely affect the rights of or such person or persons. 3.3 Selection of Participants. The Committee shall have the authority to grant Awards under the Plan, from time to time, to such Key Employees of the Company (including officers and directors who are employees) as may be selected by it. The Committee shall select Participants from among those who they have identified as being Key Employees. 3.4 Decisions Binding. All determinations and decisions made by the Committee pursuant to the provisions of the Plan and all related orders or resolutions of the Board of Directors shall be final, conclusive and binding on all persons, including the Company, its stockholders, Employees, Participants and their estates and beneficiaries.

28 3.5 Delegation of Certain Responsibilities. The Committee may, in its sole discretion, delegate to appropriate officers of the Company the administration of the Plan under this Article 3; provided, however, that no such delegation by the Committee shall be made with respect to the administration of the Plan as it affects officers or directors of the Company and provided further that the Committee may not delegate its authority to correct errors, omissions or inconsistencies in the Plan. All authority delegated by the Committee under this Section 3.5 shall be exercised in accordance with the provisions of the Plan and any guidelines for the exercise of such authority that may from time to time be established by the Committee. 3.6 Procedures of the Committee. All determinations of the Committee shall be made by not less than a majority of its members present at the meeting (in person or otherwise) at which a quorum is present. A majority of the entire Committee shall constitute a quorum for the transaction of business. Any action required or permitted to be taken at a meeting of the Committee may be taken without a meeting if a unanimous written consent, which sets for the action, is signed by each member of the Committee and filed with the minutes for proceedings of the Committee. No member of the Committee shall be liable, in the absence of bad faith, for any act or omission with respect to his or her other services on the Committee. Service on the Committee shall constitute service as a director of the Company so that members of the Committee shall be entitled to indemnification (as provided in Article 13 herein), and limitation of liability and reimbursement with respect to their services as members of the Committee to the same extent as for services as directors of the Company.

29 3.7 Award Agreements. Each Award under the Plan shall be evidenced by an award agreement which shall be signed by an officer of the Company and by the Participant, and shall contain such terms and conditions as may be approved by the Committee, which need not be the same in all cases. Any award agreement may be supplemented or amended in writing from time to time as approved by the Committee, provided that the terms of such agreements as amended or supplemented, as well as the terms of the original award agreement, are not inconsistent with the provisions of the Plan. Nothing contained in the Plan or any resolutions adopted or to be adopted by the Board of Directors or by the stockholders of the Company shall constitute the granting of an Award under the Plan. An Employee who receives an Award under the Plan will not, with respect to such Award, be deemed to have become a Participant, or to have any rights with respect to such Award, unless and until such Employee has executed an award agreement or other instrument evidencing the Award and shall have delivered an executed copy thereof to the Company, and has otherwise complied with the applicable terms and conditions of the Award. ARTICLE 4. STOCK SUBJECT TO THE PLAN 4.1 Number of Shares. Subject to adjustment as provided in Section 4.3 herein, the aggregate number of Shares of Stock that maybe delivered under the Plan shall not exceed 350,000. No more than 50,000 Shares of such Stock shall be issued as Restricted Stock under Article 7 of the Plan. Stock delivered under the Plan may consist, in whole or in part, of authorized and unissued Shares or treasury Shares.

30 4.2 Lapsed Awards. If any Award granted under this Plan terminates, expires, or lapses for any reason, any Stock subject to such Award again shall be available for the grant of an Award under the Plan. 4.3 Adjustments in Authorized Shares. In the event of any merger, reorganization, consolidation, recapitalization, separation, liquidation, Stock dividend, split-up, share combination, or other change in the corporate structure of the Company affecting the Stock, such adjustment shall be made in the number and class of Shares which may be delivered under the Plan, and in the number and class of and/or price of Shares subject to outstanding Options, and Restricted Stock Awards granted under the Plan, as may be determined to be appropriate and equitable by the Committee, in its sole discretion, to prevent dilution or enlargement of rights; and provided that the number of Shares subject to any Award shall always be a whole number. Any adjustment of an Incentive Stock Option under this paragraph shall be made in such a manner so as not to constitute a "modification" within the meaning of Section 425(h)(3) of the Code. ARTICLE 5. ELIGIBILITY AND PARTICIPATION 5.1 Eligibility. Persons eligible to participate in this Plan include all employees of the Company who, in the opinion of members of the Committee, are Key Employees. "Key Employees" may include employees who are members of the Board, but may not include directors who are not employees. 5.2 Actual Participation. Subject to the provisions of the Plan, the Committee may from time to time select from Key Employees, those of whom Awards shall be granted and determine the nature and amount of each Award. No employee shall have any right to be granted an Award under this Plan.

31 ARTICLE 6. STOCK OPTIONS 6.1 Grant of Options. Subject to the terms and provisions of the Plan, options may be granted to Key Employees at anytime and from time to time as shall be determined by the Committee. The Committee shall have complete discretion in determining the number of Shares of Stock subject to Options granted to each Participant. The Committee may grant any type of option to purchase Stock that is permitted by law at the time of grant including, but not limited to, ISOs and NQSOs. However, no employee may receive an Award of Incentive Stock Options that are first exercisable during any calendar year to the extent that the aggregate Fair Market Value of the Stock (determined at the time the options are granted) exceeds $100,000. Nothing in this Article 6 shall be deemed to prevent the grant of NQSOs in excess of the maximum established by Section 422A of the Code. Unless otherwise expressly provided at the time of grant, options granted under the Plan will be NQSOs. 6.2 Option Agreement.. Each option grant shall be evidenced by an option agreement that shall specify the type of option granted, the option price, the duration of the option, the number of Shares of Stock to which the option pertains, and such other provisions as the Committee shall determine. The option agreement shall specify whether the option is intended to be an Incentive Stock Option within the meaning of Section 422A of the Code, or a Nonqualified Stock Option whose grant is intended not to fall under the Code provisions of Section 422A. 6.3 Option Price. The purchase price per share of Stock covered by an option shall not be less than 100% of the Fair Market Value of such Stock on the date the option is granted.

32 An Incentive Stock Option granted to an Employee who, at the time of grant, owns (within the meaning of Section 425(d) of the Code) Stock possessing more than 10% of the total combined voting power of all classes of Stock of the Company, shall have an exercise price which is at least 110% of the Fair Market Value of the Stock subject to the Option. 6.4 Duration of Options. Each Option shall expire at such time as the Committee shall determine at the time of grant provided, however, that no ISO shall be exercisable later than the tenth (10th) anniversary date of its grant. 6.5 Exercise of Options. Options granted under the Plan shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall in each instance approve, which need not be the Same for all Participants. 6.6 Payment. Options shall be exercised by the delivery of a written notice to the Company setting forth the number of Shares of Stock with respect to which the Option is to be exercised, accompanied by full payment for the Shares. The Option price upon exercise of any option shall be payable to the Company in full either (a) in cash or its equivalent, or (b) by tendering Shares of previously acquired Stock having a Fair Market Value at the time of exercise equal to the total Option price, or (c) by combination of (a) and (b). The proceeds from such a payment shall be added to the general funds of the Company and shall be used for general corporate purposes. As soon as practicable, after receipt of written notification and payment, the Company shall deliver to the Participant, Stock certificates in an appropriate amount based upon the number of Options exercised, issued in the Participant's name.