JPMORGAN CHASE & CO - Regulatory Filings 2004

S-3/A 1 ds3a.htm AMENDMENT NO. 1 TO FORM S-3 Amendment No. 1 to Form S-3

As filed with the Securities and Exchange Commission on July 1, 2004

Registration No. 333- 116771

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 1

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

J.P. MORGAN CHASE & CO.

(Exact name of Registrant as specified in its charter)

Delaware	13-2624428
(State or other jurisdiction or incorporation of organization)	(I.R.S. Employer Identification No.)

BANK ONE CAPITAL V

(Exact name of Registrant as specified in its charter)

Delaware	Not Applicable
(State or other jurisdiction or incorporation of organization)	(I.R.S. Employer Identification No.)

BANK ONE CAPITAL VI

(Exact name of Registrant as specified in its charter)

Delaware	Not Applicable
(State or other jurisdiction or incorporation of organization)	(I.R.S. Employer Identification No.)

270 Park Avenue

New York, New York 10017

Tel. No. (212) 270-6000

(Name, address, including zip code,

and telephone number, including area code,

of Registrants principal executive offices)

Anthony J. Horan

Secretary

J.P. Morgan Chase & Co.

270 Park Avenue

New York, New York 10017

Tel. No.: (212) 270-6000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of Notice to:

Neila Radin, Esq.

J.P. Morgan Chase & Co.

270 Park Avenue

New York, New York 10017

(212) 270-6000

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this Registration Statement as determined by market conditions.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨

If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ¨

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered (1)	Amount of registration fee
Preferred Securities of BANK ONE Capital V and VI	$0	$0
Junior Subordinated Deferrable Interest Debentures of J.P. Morgan Chase & Co.	$0
Guarantees of the Preferred Securities of BANK ONE Capital V and VI by J.P. Morgan Chase & Co.
(2)		$0
Total	$0	$0

(1) This registration statement relates only to market-making transactions by and through affiliates of the registrants of (A) the 8% Preferred Securities previously registered by Bank One Corporation (succeded by merger by J.P. Morgan Chase & Co.) and BANK ONE Capital V pursuant to the Registration Statement on Form S-3 (Registration No. 333-47022) and (B) the 7.2% Preferred Securities previously registered by Bank One Corporation (succeded by merger by J.P. Morgan Chase & Co.) and BANK ONE Capital VI pursuant to the Registration Statement on Form S-3 (Registration No. 333-47022).

(2) In addition to the Preferred Securities Guarantees and the Junior Subordinated Deferrable Interest Debentures, J.P. Morgan Chase & Co. is also registering under this registration statement certain other back-up obligations of J.P. Morgan Chase & Co. Such back-up obligations include its obligations under the Indenture (as defined) and under the Amended and Restated Declaration of each of BANK ONE Capital V and BANK ONE Capital VI (the Trusts) pursuant to which J.P. Morgan Chase & Co. will agree, among other things, to pay all debts and obligations (other than with respect to the Preferred Securities) of the relevant Trust, and all costs or expenses of the relevant Trust, including all fees, expenses and taxes of such Trust. No separate consideration will be received by J.P. Morgan Chase & Co. for the Preferred Securities Guarantees or such other back-up obligations.

PROSPECTUS

11,000,000 Preferred Securities

BANK ONE CAPITAL V

8% Preferred Securities

$25 liquidation amount

fully and unconditionally guaranteed, on a subordinated

basis, as described herein by

J.P. MORGAN CHASE & CO.

This Prospectus covers the remarketing from time to time of the 8% Preferred Securities (the Preferred Securities) by affiliates of J.P. Morgan Chase & Co. (as successor to Bank One Corporation) and BANK ONE Capital V. The Preferred Securities were originally offered pursuant to the Prospectus Supplement and Base Prospectus, dated October 11, 2000, attached to this Prospectus and constituting a part of this Prospectus. References to Bank One Corporation or the Company in the attached Prospectus Supplement and Base Prospectus refer to J.P. Morgan Chase & Co., where applicable. References to The Chase Manhattan Bank, as trustee, in the attached Prospectus Supplement and Base Prospectus refer to The Bank of New York, where applicable.

SEE RISK FACTORS BEGINNING ON PAGE S-9 FOR A DISCUSSION OF CERTAIN FACTORS THAT YOU SHOULD CONSIDER BEFORE INVESTING IN THE PREFERRED SECURITIES.

THE PREFERRED SECURITIES ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER FEDERAL AGENCY.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY BODY HAS APPROVED OR DISAPPROVED OF THE PREFERRED SECURITIES OR DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus is July 1, 2004.

J.P. MORGAN CHASE & CO.

On July 1, 2004, J.P. Morgan Chase & Co. (JPMorgan Chase) and Bank One Corporation consummated the merger of Bank One Corporation with and into JPMorgan Chase.

JPMorgan Chase is a financial holding company incorporated under Delaware law in 1968. JPMorgan Chase is one of the largest banking institutions in the United States, with more than $1 trillion in assets and operations in more than 50 countries. Its principal bank subsidiaries are JPMorgan Chase Bank, a New York banking corporation, Chase Manhattan Bank USA, National Association, Bank One Ohio, N.A., Bank One Illinois, N.A. and Bank One Delaware, N.A. JPMorgan Chases principal nonbank subsidiary is its investment banking subsidiary, JPMorgan Securities. The bank and nonbank subsidiaries of JPMorgan Chase operate nationally as well as through overseas branches and subsidiaries, representative offices and affiliated banks.

JPMorgan Chases activities are internally organized, for management reporting purposes, into six major business segments: Investment Bank; Treasury & Securities Services; Asset & Wealth Management; Card Services; Commercial Banking; and Retail Financial Services. The following is a brief description of those businesses.

Investment Bank. The Investment Bank is one of the worlds leading investment banks with broad client relationships and product capabilities. JPMorgan Chases customers are corporations, financial institutions, governments and institutional investors worldwide. The Investment Bank provides a complete platform for its clients, including advising on corporate strategy and structure, equity and debt capital raising, sophisticated risk management, research and market-making in cash securities and derivative instruments around the world. The Investment Bank also participates in proprietary investing and trading.

Treasury & Securities Services. Treasury & Securities Services is a global leader in providing transaction, investment and information services to support the needs of issuers and investors worldwide. JPMorgan Chase is one of the worlds largest cash management providers and one of the worlds largest custodians.

Asset & Wealth Management. Asset & Wealth Management provides investment and wealth management services to institutional, high net worth and retail investors and their advisors. For wealthy individuals and families, JPMorgan Chase offers personalized financial solutions that integrate investment management, capital markets, trust and banking products. JPMorgan Chase provides retirement plan services and brokerage for retail clients.

Card Services . JPMorgan Chase is the second largest issuer of credit cards in the United States and the largest merchant acquirer. JPMorgan Chase offers a wide variety of cards to satisfy the needs of its cardmembers, including cards issued on behalf of major airlines, hotels, universities, top retailers, other financial institutions and other well-known brands.

Commercial Banking . Commercial Banking includes three client segments: Middle Market, which serves companies with revenues between $10 million and $500 million; Mid-Corporate, which focuses on clients with more significant Investment Banking needs; and Real Estate. Commercial Banking also has two product segments: Asset Based Lending and Leasing.

Retail Financial Services. Retail Financial Services provides consumer banking, small business banking, auto and education finance, insurance and home finance. JPMorgan Chases extensive branch network of 2,400 retail banking centers in 17 states makes it the fourth-largest retail bank in the United States. JPMorgan Chase is one of the industrys leading providers of mortgages and home equity loans and is the largest U.S. bank originator of auto loans and leases.

CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES

AND PREFERRED STOCK DIVIDEND REQUIREMENTS

Our consolidated ratios of earnings to fixed charges and our consolidated ratios of earnings to combined fixed charges and preferred stock dividend requirements are as follows:

	Three Months Ended March 31, 2004	Year Ended December 31, — 2003	2002	2001	2000	1999
Earnings to Fixed Charges:
Excluding Interest on Deposits	2.50	2.27	1.28	1.18	1.52	1.93
Including Interest on Deposits	2.05	1.87	1.17	1.11	1.31	1.54
Earnings to Combined Fixed Charges and Preferred Stock Dividend
Requirements:
Excluding Interest on Deposits	2.48	2.25	1.27	1.18	1.51	1.90
Including Interest on Deposits	2.04	1.86	1.17	1.11	1.31	1.53

For purposes of computing the above ratios, earnings represent net income from continuing operations plus total taxes based on income and fixed charges. Fixed charges, excluding interest on deposits, include interest expense (other than on deposits), one-third (the proportion deemed representative of the interest factor) of rents, net of income from subleases, and capitalized interest. Fixed charges, including interest on deposits, include all interest expense, one-third (the proportion deemed representative of the interest factor) of rents, net of income from subleases, and capitalized interest.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to incorporate by reference into this prospectus the information in documents we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus, and later information that we file with the SEC will update and supersede this information. We incorporate by reference (i) the documents listed below, (ii) all reports that we file with the SEC after the date of the initial filing of the registration statement and prior to effectiveness of the registration statement and (iii) any future filings we make with the SEC after the date of this prospectus under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until our offering is completed:

(a) Our Annual Report on Form 10-K for the year ended December 31, 2003;

(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 2004;

(c) Our Current Reports on Form 8-K filed on January 21, 2004, January 28, 2004, February 3, 2004, March 1, 2004, March 4, 2004, April 21, 2004, May 3, 2004, May 11, 2004, May 14, 2004, May 27, 2004, June 4, 2004, June 8, 2004 and June 15, 2004 (other than the portions of those documents not deemed to be filed); and

(d) The descriptions of our common stock and preferred stock contained in our registration statements filed under Section 12 of the Securities Exchange Act of 1934 and any amendment or report filed for the purpose of updating that description.

You may request a copy of these filings, at no cost, by writing to or telephoning us at the following address:

Office of the Secretary

J.P. Morgan Chase & Co.

270 Park Avenue

New York, NY 10017

212-270-4040

EXPERTS

The financial statements of JPMorgan Chase incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2003 have been incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of that firm as experts in auditing and accounting.

Filed pursuant to Rule 424b5

Registration No. 333-47022

PROSPECTUS SUPPLEMENT

(To Prospectus dated October 11, 2000)

11,000,000 Preferred Securities

BANK ONE CAPITAL V

8% Preferred Securities

$25 liquidation amount

fully and unconditionally guaranteed, on a subordinated

basis, as described herein by

BANK ONE CORPORATION

[BANK ONE LOGO]

A brief description of the 8% preferred securities can be found under Summary in this prospectus supplement.

Application has been made to list the 8% preferred securities on the New York Stock Exchange. BANK ONE expects that the 8% preferred securities will begin trading on the New York Stock Exchange within 30 days after they are first issued.

You are urged to carefully read the Risk Factors section beginning on page S-9, where specific risks associated with these 8% preferred securities are described, along with the other information in this prospectus supplement before you make your investment decision.

	Price to Public	Underwriting Discounts and Commissions	Proceeds to BANK ONE Capital V
Per share	$25	(1)	$25
Total	$275,000,000	(1)	$275,000,000

(1) Underwriting commissions of $0.7875 per 8% preferred security, or $8,662,500 for all 8% preferred securities will be paid by BANK ONE CORPORATION; except that for sales of 10,000 or more of 8% preferred securities to a single purchaser, the commissions will be $0.50 per 8% preferred security.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

These securities are not deposits or savings accounts. These securities are not insured by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality.

We have given the underwriters an option to purchase 1,000,000 additional 8% preferred securities.

BANK ONE expects that the 8% preferred securities will be ready for delivery in book-entry form only through The Depository Trust Company on or about January 30, 2001.

MORGAN STANLEY DEAN WITTER BANC ONE CAPITAL MARKETS, INC. A. G. EDWARDS & SONS, INC.

MERRILL LYNCH & CO.
PRUDENTIAL SECURITIES INCORPORATED
SALOMON SMITH BARNEY
UBS WARBURG LLC

January 22, 2001

In making your investment decision, you should rely only on the information contained or incorporated by reference in this prospectus supplement and the attached prospectus. We have not authorized anyone to provide you with additional information. If you receive any information not authorized by us, you may not rely on it.

We are offering the Preferred Securities for sale only in places where we are permitted.

You should not assume that the information contained or incorporated by reference in this prospectus supplement or the attached prospectus is accurate as of any date other than its respective date.

Certain of our affiliates, including Banc One Capital Markets, Inc., may use the prospectus supplement and the attached prospectus in connection with the purchase and sales of Preferred Securities in the secondary market. These affiliates may act as principal or agent in those transactions. Any sale by an affiliate will be made at the prevailing market price at the time of the sale.

TABLE OF CONTENTS

	Page
Prospectus Supplement
Where You Can Find More Information About the Company and the BANK ONE Capital Trusts	S-3
Summary	S-5
Consolidated Ratios of Earnings to Fixed Charges	S-9
Risk Factors	S-9
BANK ONE CORPORATION	S-12
Forward-Looking Statements	S-22
BANK ONE Capital V	S-23
Capitalization	S-25
Accounting Treatment	S-26
Use of Proceeds	S-26
Selected Consolidated Financial Data	S-27
Description of the Preferred Securities	S-28
Description of the Preferred Securities Guarantee	S-41
Description of the Junior Subordinated Debt Securities	S-42
Effect of Obligations Under the Junior Subordinated Debt Securities and the Preferred Securities Guarantee	S-49
United States Federal Income Taxation	S-51
ERISA Considerations	S-55
Underwriting	S-56
Legal Matters	S-58
	Page
Prospectus
Summary	1
Where You Can Find More Information About the Company and the BANK ONE Capital Trusts	2
Forward-Looking Statements	4
BANK ONE CORPORATION	6
Ratio of Earnings to Fixed Charges	7
The BANK ONE Capital Trusts	7
Use of Proceeds	9
Regulatory Matters	9
Description of Debt Securities	14
Senior Securities	20
Senior Subordinated Securities	21
Description of Junior Subordinated Debt Securities	26
Description of the Preferred Securities	31
Description of the Preferred Securities Guarantees	33
Effect of Obligations Under the Junior Subordinated Debt Securities and the Preferred Securities Guarantee	37
Global Securities	38
Plan of Distribution	40
Legal Matters	41
Experts	41

S-2

WHERE YOU CAN FIND MORE INFORMATION ABOUT THE COMPANY

AND THE BANK ONE CAPITAL TRUSTS

BANK ONE and BANK ONE Capital V have filed a registration statement with the SEC. The registration statement contains additional information about and exhibits relevant to BANK ONE and the securities. BANK ONE also files proxy statements, annual, quarterly and special reports, and other information with the SEC. You may read and copy the registration statement and any reports, proxy statements and other information at the public reference facilities maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549 and the SECs Regional Offices in New York, New York and Chicago, Illinois.

You can call the SEC for further information about its public reference rooms at 1-800-732-0330. Such material is also available at the SECs website at http://www.sec.gov.

You can also inspect reports, proxy statements and other information about BANK ONE at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York, and the Chicago Stock Exchange, 440 South LaSalle Street, Chicago, Illinois.

The SEC allows BANK ONE to incorporate documents by reference in this prospectus supplement. This means that by listing or referring to a document which BANK ONE has filed with the SEC in this prospectus supplement that document is considered to be a part of this prospectus supplement and should be read with the same care. When BANK ONE updates the information contained in documents which have been incorporated by reference, by making future filings with the SEC, the information incorporated by reference in this prospectus is considered to be automatically updated.

The documents listed below are incorporated by reference into this prospectus:

BANK ONE SEC Filings	Period
Annual Report on Form 10-K	Year ended December 31, 1999
	(as amended by a Form 10-K/A
	dated April 6, 2000)
Quarterly Reports on Form 10-Q	Quarters ended:
	March 31, 2000
	June 30, 2000
	September 30, 2000
Current Reports on Form 8-K	Dated:
	January 11, 2000
	January 18, 2000
	March 20, 2000
	March 27, 2000
	April 18, 2000
	July 19, 2000
	August 14, 2000
	August 22, 2000
	September 6, 2000 (two filings)
	October 17, 2000
	November 7, 2000
	January 17, 2001

BANK ONE also incorporates by reference additional documents that it may file with the SEC between the date of this prospectus supplement and the termination of the offering of the securities. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy statements.

S-3

You can obtain any of the documents incorporated by reference in this document through us, or from the SEC through the SECs web site at the address described above. Documents incorporated by reference are available from us without charge, excluding any exhibits to those documents unless the exhibit is specifically incorporated by reference as an exhibit in this prospectus. You can obtain documents incorporated by reference in this prospectus by requesting them in writing or by telephone from us at the following address and telephone number:

Investor Relations

BANK ONE CORPORATION

1 Bank One Plaza

Mail Code IL1-0738

Chicago, Illinois 60670-0738

Telephone (312) 732-4812

If you request any incorporated documents from us, we will mail them to you by first class mail, or another equally prompt means, within one business day after we receive your request.

S-4

SUMMARY

In this summary, we highlight certain information found in this prospectus supplement and the attached prospectus. To understand the terms of the Preferred Securities, the related Preferred Securities Guarantee and the Junior Subordinated Debt Securities, as well as other considerations that are important to you in making your investment decision, you should carefully read this entire prospectus supplement and the attached prospectus. You should also read the documents we have referred you to under the caption Where You Can Find More Information About the Company and the BANK ONE Capital Trusts above and on page 2 of the attached prospectus.

About this Prospectus Supplement

This prospectus supplement summarizes the specific terms of the securities being offered and supplements the general description contained in the attached prospectus. This prospectus supplement may also update or supersede information in the attached prospectus. In case of inconsistencies, this prospectus supplement will apply. If we use capitalized terms in this prospectus supplement and do not define them in this document, the capitalized terms will have the meaning given to them in the attached prospectus.

The Issuer and BANK ONE

The issuer of the securities is BANK ONE Capital V which we refer to in this prospectus supplement as the Trust. The Trust is a Delaware business trust and was created for the sole purpose of issuing the 8% Preferred Securities, which we refer to as the Preferred Securities. The Trust will only engage in the other transactions which we describe in this prospectus supplement and the attached prospectus. The BANK ONE Capital Trustees described on pages 8 and 9 of the attached prospectus will conduct the business affairs of the Trust.

BANK ONE CORPORATION, which we refer to in this prospectus supplement as the Company or BANK ONE, is a bank holding company. Through its subsidiaries, BANK ONE provides domestic retail banking, worldwide corporate and institutional banking and trust and investment management services. At September 30, 2000, BANK ONE had assets of $283 billion and stockholders equity of $19 billion.

BANK ONEs and the Trusts executive offices are located at 1 Bank One Plaza, Chicago, Illinois 60670, and the telephone number is (312) 732-4000.

The Preferred Securities

Each Preferred Security will represent an undivided beneficial ownership interest in the assets of the Trust.

The Trust will sell the Preferred Securities to the public and its common securities, which we refer to as the Common Securities, to BANK ONE. The Trust will use the proceeds from those sales to purchase a series of 8% Junior Subordinated Deferrable Interest Debentures due January 30, 2031, which we refer to as the Junior Subordinated Debt Securities. BANK ONE will pay interest on the Junior Subordinated Debt Securities at the same rate and on the same dates as the Trust makes payments on the Preferred Securities. The Trust will use the payments it receives on the Junior Subordinated Debt Securities to make the corresponding payments on the Preferred Securities and Common Securities.

S-5

Distributions

If you purchase Preferred Securities, you will be entitled to receive cumulative cash distributions at the annual rate of 8% of the stated liquidation amount of $25 per Preferred Security. Distributions will accumulate from January 30, 2001. The Trust will make distribution payments on the Preferred Securities quarterly in arrears, on January 30, April 30, July 30 and October 30 of each year, beginning April 30, 2001, unless those payments are deferred as described below.

Deferral of Distributions

BANK ONE may elect, on one or more occasions, to defer the quarterly interest payments on the Junior Subordinated Debt Securities for a period of up to 20 consecutive quarterly periods. In other words, BANK ONE can declare one or more interest payment moratoriums on the Junior Subordinated Debt Securities, each of which may last up to five years. However, no interest deferral may

extend beyond the stated maturity date of the Junior Subordinated Debt Securities or

begin if BANK ONE is in default in the payment of interest on the Junior Subordinated Debt Securities.

If BANK ONE exercises its right to defer interest payments on the Junior Subordinated Debt Securities, the Trust will also defer distribution payments on the Preferred Securities.

Although you will not receive distribution payments on the Preferred Securities if interest payments on the Junior Subordinated Debt Securities are deferred, interest will continue to be compounded quarterly on the Junior Subordinated Debt Securities, and deferred interest payments will accrue additional interest at an annual rate of 8%, to the extent permitted by law. As a result, additional distributions will continue to accumulate on the deferred distributions at the annual rate of 8%, compounded quarterly.

If BANK ONE defers payments of interest on the Junior Subordinated Debt Securities, the Junior Subordinated Debt Securities will be treated as being issued with original issue discount for United States federal income tax purposes. This means that you must include interest income with respect to the deferred distributions on the Preferred Securities in gross income for United States federal income tax purposes, prior to receiving any cash distributions. For a description of how a payment deferral may affect you, see United States Federal Income TaxationInterest Income and Original Issue Discount.

Redemption

The Trust will redeem the Preferred Securities and its Common Securities on January 30, 2031, the stated maturity date of the Junior Subordinated Debt Securities. In addition, if BANK ONE redeems or repays the Junior Subordinated Debt Securities held by the Trust prior to the stated maturity date, the Trust will use the cash it receives to redeem on a proportionate basis its Preferred Securities and Common Securities having an aggregate liquidation amount equal to the aggregate principal amount of the Junior Subordinated Debt Securities redeemed.

The redemption terms of the Junior Subordinated Debt Securities are summarized in this prospectus supplement under The Junior Subordinated Debt SecuritiesOptional Redemption. How these redemption provisions apply to you as a holder of Preferred Securities is described under Description of the Preferred SecuritiesMandatory Redemption and Special Event Redemption.

Upon any redemption of the Preferred Securities, you will be entitled to receive a redemption price equal to the Liquidation Amount of the Preferred Securities redeemed, plus any accumulated and unpaid distributions to the date of redemption.

S-6

Liquidation of the Trust and Distribution of Junior Subordinated Debt Securities

BANK ONE may dissolve the Trust at any time, subject to its receipt of any required prior approval by the Board of Governors of the Federal Reserve System (the Federal Reserve Board).

If BANK ONE dissolves the Trust, after the Trust satisfies all of its liabilities as required by law, the BANK ONE Capital Trustees will distribute the Junior Subordinated Debt Securities to the holders of the Preferred Securities. In such an event, BANK ONE will use its best efforts to have the Junior Subordinated Debt Securities listed or quoted on any securities exchange or quotation system on which the Preferred Securities were listed at the time of the Trusts dissolution.

Book-Entry

The Preferred Securities will be represented by one or more global certificates registered in the name of and deposited with The Depository Trust Company (DTC) or its nominee. This means that you will not receive a certificate for your Preferred Securities, and Preferred Securities will not be registered in your name, except under certain limited circumstances described in this prospectus supplement under Description of the Preferred SecuritiesBook-Entry Only IssuanceThe Depository Trust Company.

Listing of the Preferred Securities

BANK ONE has applied to list the Preferred Securities on the New York Stock Exchange. We expect that the Preferred Securities will begin trading on the New York Stock Exchange within 30 days after their initial delivery.

The Junior Subordinated Debt Securities

Maturity and Interest

The Junior Subordinated Debt Securities will mature on January 30, 2031. They will pay interest at the annual rate of 8% on their principal amount. Interest on the Junior Subordinated Debt Securities will accrue from January 30, 2001. BANK ONE will pay interest quarterly in arrears on January 30, April 30, July 30 and October 30 of each year, beginning April 30, 2001.

Ranking

The Junior Subordinated Debt Securities held by the Trust will constitute one series of junior subordinated debt securities and will be issued by BANK ONE under the Junior Indenture referred to in the attached prospectus. The Junior Subordinated Debt Securities will be unsecured and will rank junior to all of BANK ONEs present and future Existing Indebtedness and General Obligations. Since BANK ONE is a holding company, the Junior Subordinated Debt Securities are also effectively junior in rank to all existing and future liabilities of BANK ONEs subsidiaries, including depositors of its banking subsidiaries.

For a definition of what constitutes Existing Indebtedness and General Obligations with respect to the Junior Subordinated Debt Securities, see Description of the Junior Subordinated Debt SecuritiesSubordination in this prospectus supplement. Substantially all of BANK ONEs debt, other than other junior subordinated indebtedness previously issued or that which may be issued in the future, constitutes Existing Indebtedness.

Certain Payment Restrictions Applicable to BANK ONE

During any period in which BANK ONE has elected to defer interest payments on the Junior Subordinated Debt Securities, BANK ONE generally may not make payments on capital stock, or debt securities or guarantees of BANK ONE, which are of an equal or junior rank to the Junior Subordinated Debt Securities, subject to certain limitations.

S-7

Redemption

BANK ONE may elect to redeem any or all of the Junior Subordinated Debt Securities on one or more occasions on or after January 30, 2006. In addition, if certain changes in tax, investment company or bank regulatory law occur and certain other conditions are satisfied, BANK ONE may elect to redeem all, but not less than all, of the Junior Subordinated Debt Securities. For a description of the changes that would permit such a redemption, see Description of the Preferred SecuritiesSpecial Event Redemption.

If Preferred Securities and Common Securities are outstanding at the time of the redemption, the redemption proceeds will be used by the Trust to redeem, on a proportionate basis, its Preferred Securities and Common Securities having an aggregate liquidation amount equal to the aggregate principal amount of the Junior Subordinated Debt Securities redeemed.

If required under the Federal Reserve Boards capital rules, BANK ONE will obtain the approval of the Federal Reserve Board prior to exercising its redemption rights described above.

Events of Default

The following events, which are referred to as Events of Default and described on page 29 of the attached prospectus, are events of default with respect to the Junior Subordinated Debt Securities:

BANK ONE fails to pay interest within 30 days after the due date; or

BANK ONE fails to pay principal or premium when due; or

BANK ONE materially breaches a covenant or agreement in the Junior Subordinated Indenture and the breach continues for 90 days after notice by the trustee under the Junior Subordinated Indenture or by holders of at least 25% of the principal amount of the Junior Subordinated Debt Securities; or

certain events occur involving the bankruptcy, insolvency or reorganization of BANK ONE.

Upon an event of default, the trustee under the Junior Subordinated Indenture may declare the principal and interest on the Junior Subordinated Debt Securities immediately due and payable. Under certain limited circumstances, the holders of the Preferred Securities may institute a direct action against BANK ONE to exercise certain rights and remedies under the Junior Subordinated Indenture.

Guarantee by BANK ONE

BANK ONE will fully and unconditionally guarantee payment of amounts on the Preferred Securities on a subordinated basis to the extent that the Trust has funds available for payment of those amounts. We refer to this obligation as the Preferred Securities Guarantee. However, the Preferred Securities Guarantee does not cover payments if the Trust does not have sufficient funds to make the distribution payments, including for example, if BANK ONE has failed to pay the Trust the amounts due under the Junior Subordinated Debt Securities.

BANK ONE, as issuer of the Junior Subordinated Debt Securities, is also obligated to pay the expenses and other obligations of the Trust, other than the Trusts obligations to make payments on the Preferred Securities.

S-8

CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES

The ratios of earnings to fixed charges for BANK ONE, which are computed on the basis of the total enterprise (as defined by the SEC) by dividing earnings before fixed charges and income taxes by fixed charges, are set forth below for the periods indicated. Also set forth below are the ratios of earnings to combined fixed charges and preferred dividends, which are computed on the basis of the total enterprise by dividing earnings before fixed charges and income taxes by fixed charges and preferred stock dividend requirements for the periods indicated. Fixed charges consist principally of interest expense on all long- and short-term borrowings, excluding or including interest on deposits as indicated.

	Nine Months Ended September 30, — 2000		1999	Year Ended December 31, — 1999	1998	1997	1996	1995
Earnings to Fixed Charges:
Excluding interest expense on deposits	0.9x	(1)	2.7x	2.3x	2.3x	2.4x	2.6x	2.2x
Including interest expense on deposits	1.0x		1.7x	1.6x	1.5x	1.5x	1.6x	1.5x
Earnings to Combined Fixed Charges and Preferred Dividends:
Excluding interest expense on deposits	0.9x	(1)	2.7x	2.3x	2.3x	2.3x	2.5x	2.1x
Including interest expense on deposits	1.0x		1.7x	1.6x	1.5x	1.5x	1.6x	1.5x

(1) Earnings for the nine months ended September 30, 2000 were insufficient to cover fixed charges. The coverage deficiency was approximately $314 million.

RISK FACTORS

Before deciding whether to purchase any Preferred Securities, you should pay special attention to the following risk factors.

BANK ONEs Obligations under the Preferred Securities Guarantee and the Junior Subordinated Debt Securities Are Subordinated.

BANK ONEs obligations under the Junior Subordinated Debt Securities and the Preferred Securities Guarantee are subordinate and junior in right of payment to all present and future Existing Indebtedness and General Obligations of BANK ONE. This means that BANK ONE cannot make any payments on the Junior Subordinated Debt Securities or under the Preferred Securities Guarantee at any time when BANK ONE is in default with respect to any payment due on any Existing Indebtedness or General Obligations. In addition, in the event of the bankruptcy, insolvency or liquidation of BANK ONE, BANK ONEs assets must be used to pay off its Existing Indebtedness and General Obligations before any payments may be made on the Junior Subordinated Debt Securities or the Preferred Securities Guarantee. Substantially all of BANK ONEs existing debt, other than other junior subordinated debt securities previously issued or which may be issued in the future, is Existing Indebtedness.

The Junior Subordinated Indenture, the Preferred Securities Guarantee and the Declaration with respect to the Trust and the Preferred Securities do not limit the ability of BANK ONE to incur additional secured or unsecured debt. See BANK ONE CORPORATION, Description of the Preferred Securities GuaranteesStatus of the Preferred Securities Guarantees and Description of the Junior Subordinated Debt Securities in the accompanying prospectus, and Description of the Junior Subordinated Debt SecuritiesSubordination in this prospectus supplement.

Status of BANK ONE as a Holding Company May Affect Your Payments.

BANK ONE is a holding company that conducts substantially all of its operations through subsidiaries. As a result, its ability to make payments on the Junior Subordinated Debt Securities and the Preferred Securities

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Guarantee will depend primarily upon the receipt of dividends and other distributions from its subsidiaries. Various legal limitations restrict the extent to which BANK ONEs subsidiaries may extend credit, pay dividends or other funds or otherwise engage in transactions with or to BANK ONE or certain of its other subsidiaries.

In addition, BANK ONEs rights to participate in any distribution of assets from any subsidiary, upon the subsidiarys liquidation, or otherwise, is subject to the prior claims of creditors of that subsidiary, except to the extent that BANK ONE is recognized as a creditor of that subsidiary. As a result, the Junior Subordinated Debt Securities and the Preferred Securities Guarantee will be effectively subordinated to all existing and future liabilities of BANK ONEs subsidiaries. You should look only to the assets of BANK ONE as the source of payment for the Junior Subordinated Debt Securities and the Preferred Securities Guarantee.

BANK ONE Is Not Required to Pay You under the Preferred Securities Guarantee if the Trust Does Not Have Cash Available.

The ability of the Trust to pay amounts due on the Preferred Securities is solely dependent upon BANK ONE making payments on the Junior Subordinated Debt Securities as and when required. In addition, the Preferred Securities Guarantee only guarantees that BANK ONE will make distributions and redemption payments if the Trust had funds available to make the payments but failed to do so.

If the Trust defaults on its payment obligations under the Preferred Securities because BANK ONE has failed to make the corresponding payment on the Junior Subordinated Debt Securities, you will not be able to rely on the Preferred Securities Guarantee payment. Instead, you may institute a legal proceeding directly against BANK ONE for enforcement of its payment obligations under the Junior Subordinated Indenture and the Junior Subordinated Debt Securities.

Deferral of Distributions Would Have Adverse Tax Consequences for You and May Adversely Affect the Trading Price of the Preferred Securities.

If distributions on the Preferred Securities are deferred, you will be required to recognize interest income for United States federal income tax purposes in respect of your ratable share of the interest on the Junior Subordinated Debt Securities held by the Trust before you receive any cash distributions relating to this interest. In addition, you will not receive this cash if you sell the Preferred Securities before the end of any deferral period or before the record date relating to distributions which are paid.

BANK ONE has no current intention of deferring interest payments on the Junior Subordinated Debt Securities and believes that such deferral is a remote possibility. However, if BANK ONE exercises its right in the future, the Preferred Securities may trade at a price that does not fully reflect the value of accrued but unpaid interest on the Junior Subordinated Debt Securities. If you sell the Preferred Securities during an interest deferral period, you may not receive the same return on investment as someone else who continues to hold the Preferred Securities. In addition, the existence of BANK ONES right to defer payments of interest on the Junior Subordinated Debt Securities may mean that the market price for the Preferred Securities, which represent an undivided beneficial ownership interest in the Junior Subordinated Debt Securities, may be more volatile than other securities that do not have these rights.

See United States Federal Income Taxation in this prospectus supplement for more information regarding the tax consequences of purchasing, holding and selling the Preferred Securities.

Preferred Securities May Be Redeemed at Any Time if Certain Changes in Tax, Investment Company or Bank Regulatory Law Occur.

Under certain circumstances, within 90 days after the occurrence of a Tax Event, Investment Company Event or a Capital Treatment Event, each of which terms is defined in this prospectus supplement on

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page S-31, BANK ONE may elect to redeem the Junior Subordinated Debt Securities in whole but not in part. That redemption would cause a mandatory redemption of the Preferred Securities at a redemption price equal to their liquidation amount, $25 per Preferred Security, plus accumulated and unpaid distributions to the redemption date. See Description of the Preferred SecuritiesSpecial Event Redemption and Description of the Junior Subordinated Debt Securities in this prospectus supplement.

Preferred Securities May Be Redeemed at the Option of BANK ONE.

The Preferred Securities may be redeemed, in whole, at any time, or in part, from time to time, on or after January 30, 2006, at a redemption price equal to their liquidation amount, $25 per Preferred Security, plus accumulated and unpaid distributions to the redemption date. You should assume that this redemption option will be exercised if BANK ONE is able to refinance at a lower interest rate or it is otherwise in the interest of BANK ONE to redeem the Junior Subordinated Debt Securities. If the Junior Subordinated Debt Securities are redeemed, the Trust must redeem the Preferred Securities and the Common Securities having an aggregate liquidation amount equal to the aggregate principal amount of the Junior Subordinated Debt Securities to be redeemed. See Description of the Preferred SecuritiesMandatory Redemption in this prospectus supplement.

There Can Be No Assurance as to the Market Prices for the Preferred Securities or the Junior Subordinated Debt Securities.

BANK ONE and the Trust cannot give you any assurance as to the market prices for the Preferred Securities or the Junior Subordinated Debt Securities that may be distributed in exchange for Preferred Securities. Accordingly, the Preferred Securities that an investor may purchase, whether pursuant to the offer made by this prospectus supplement and the accompanying prospectus or in the secondary market, or the Junior Subordinated Debt Securities that a holder of the Preferred Securities may receive in exchange for Preferred Securities, may trade at a discount to the price that the investor paid to purchase the Preferred Securities. As a result of the Trusts right to defer distributions on the Preferred Securities, the market price of the Preferred Securities may be more volatile than the market prices of other securities to which optional distribution deferrals do not apply.

There Could Be an Adverse Tax Consequence to You if BANK ONE Dissolves the Trust and Distributes Junior Subordinated Debt Securities to Holders, Resulting in Possible Tax and Liquidity Consequences to You.

BANK ONE has the right to dissolve the Trust at any time so long as it obtains any required regulatory approval. If BANK ONE decides to exercise its right to dissolve the Trust, the Trust will redeem the Preferred Securities and the Common Securities by distributing the Junior Subordinated Debt Securities to holders of the Preferred Securities and the Common Securities on a ratable basis.

Under current United States federal income tax law, a distribution of Junior Subordinated Debt Securities to you upon the dissolution of the Trust would not be a taxable event to you. However, if the Trust is characterized for United States federal income tax purposes as an association taxable as a corporation at the time it is dissolved or if there is a change in law, the distribution of the Junior Subordinated Debt Securities to you may be a taxable event to you.

There May Be No Trading Market for the Junior Subordinated Debt Securities if the Trust Distributes Them to You.

If the Junior Subordinated Debt Securities are distributed to you, BANK ONE will use its best efforts to list the Junior Subordinated Debt Securities on the New York Stock Exchange, or any other exchange on which the Preferred Securities are then listed. However, BANK ONE cannot assure you that the Junior Subordinated Debt Securities will be approved for listing or that a trading market will exist for those securities. You Have Limited Voting Rights.

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You will have limited voting rights. In particular, except for the limited exceptions described under Description of the Preferred SecuritiesVoting Rights in this prospectus supplement, only BANK ONE can elect or remove any of the BANK ONE Capital Trustees.

BANK ONE CORPORATION

General

BANK ONE CORPORATION is a multi-bank holding company organized in 1998 under the laws of the State of Delaware to effect the merger, effective October 2, 1998, of First Chicago NBD Corporation with BANC ONE CORPORATION.

Through its bank subsidiaries, BANK ONE provides domestic retail banking, finance and credit card services; worldwide commercial banking services; and trust and investment management services. BANK ONE operates banking offices in Arizona, Colorado, Florida, Illinois, Indiana, Kentucky, Louisiana, Michigan, Ohio, Oklahoma, Texas, Utah, West Virginia and Wisconsin. BANK ONE also owns nonbank subsidiaries that engage in businesses related to banking and finance, including credit card and merchant processing, consumer and education finance, mortgage lending and servicing, insurance, venture capital, investment and merchant banking, trust, brokerage, investment management, leasing, community development and data processing.

BANK ONE directly or indirectly raises funds principally to finance the operations of its nonbank subsidiaries. A substantial portion of BANK ONEs annual income typically has been derived from dividends from its subsidiaries, and from interest on loans, some of which are subordinated, to its subsidiaries.

BANK ONE is a legal entity separate and distinct from BANK ONEs banking subsidiaries (the Banks) and BANK ONEs other affiliates. There are various legal limitations on the extent to which the Banks may extend credit, pay dividends or otherwise supply funds to BANK ONE. As of January 1, 2000, the Banks could have declared additional dividends of approximately $2.5 billion without the approval of banking regulatory agencies. The payment of dividends by any Bank may also be affected by other factors, such as the maintenance of adequate capital for such Bank. Bank regulatory agencies have the authority to prohibit the banking organizations they supervise from paying dividends if, in the regulators opinion, the payment of such dividends would, in light of the financial condition of such bank, constitute an unsafe or unsound practice. In addition, there are numerous other governmental requirements and regulations that affect the activities of BANK ONE and its subsidiaries.

Under the longstanding policy of the Federal Reserve Board, a bank holding company is expected to act as a source of financial strength for its subsidiary banks and to commit resources to support such banks. As a result of this policy, BANK ONE may be required to commit resources to the Banks in circumstances where it might not otherwise do so.

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Because BANK ONE is a holding company, its rights and the rights of its creditors, including the holders of the Junior Subordinated Debt Securities and the Preferred Securities Guarantee, to participate in the distribution and payment of assets of any subsidiary upon the subsidiarys liquidation or recapitalization would be subject to the prior claims of the subsidiarys creditors except to the extent that BANK ONE may itself be a creditor with recognized claims against the subsidiary.

BANK ONEs executive offices are located at 1 Bank One Plaza, Chicago, Illinois 60670, and the telephone number is (312) 732-4000.

Recent Developments

BANK ONE announced a 2000 fourth quarter loss of $512 million, or $0.44 per diluted share. This compares with net income in the year-ago quarter of $411 million, or $0.36 per diluted share.

For full-year 2000, the net loss was $511 million, or $0.45 per diluted share, compared with net income of $3.479 billion, or $2.95 per diluted share, in the prior year.

Significant actions during the 2000 fourth quarter included:

A $1.0 billion pretax increase in the allowance for loan losses, increasing the period-end loan loss reserve ratio to 2.36% from 1.75% at September 30, 2000.

A $200 million pretax charge for occupancy and fixed asset decisions.

A $225 million pretax increase in the reserve for auto lease residual losses.

A $100 million pretax charge for miscellaneous balance sheet adjustments and operational errors.

A $50 million pretax charge for incremental severance.

Significant progress made this year includes:

Creating Financial Discipline

Ending the year with a loan loss reserve ratio of 2.36% and Tier 1 capital ratio of 7.3%.

Reducing the common stock dividend 50% in the third quarter.

Implementing an aggressive waste-reduction program that will lower the expense base by an annualized $500 million while still providing for significant investments in technology and customer service.

Issuing $1.9 billion of new regulatory capital in the third quarter and ending the year with a Tier 1 capital ratio of 7.3%.

Reducing headcount 5,800, or 7%, over the course of the year.

Strengthening internal management reporting, including the creation of hundreds of detailed income statements to assist management decisionmaking.

Infrastructure improvements

Deciding in the second quarter to collapse the 20 domestic bank charters to three and to convert the seven demand deposit systems into one.

Progressing on the Texas/Louisiana system conversion project, which is targeted to be completed in the third quarter of 2001.

Improving the commercial customer profitability system, including capital allocations and customer / product profitability analysis that will improve decision making in the Commercial Bank.

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Increasing to 14,500 the total number of Internet-enabled banking platform personal computers, enabling more effective customer marketing and service within the banking centers.

Management team building

Significantly strengthening of the management team including the fourth quarter hiring of Philip Heasley, a highly respected and experienced executive, to head First USA Bank, N.A., BANK ONEs credit card bank.

Substantially changing compensation philosophies throughout BANK ONE by decreasing entitlement benefits and increasing pay-for-performance incentives.

Line of Business Discussion

The following tables present certain financial information and data broken down by line of business. Additional information presented on a line of business basis is included in BANK ONEs Form 8-K dated January 17, 2001, which is incorporated in this prospectus supplement by reference.

Net Income (Loss) by Line of Business

($ millions)	Fourth Quarter 1999	Third Quarter 2000		Fourth Quarter 2000			% change vs. — Fourth Quarter 1999		Third Quarter 2000
Retail	$ 236	$	251	$	(17	)	NM	%	NM	%
Commercial banking	199		172		(385	)	NM		NM
First USA	206		177		134		(35	)	(24	)
Investment management	86		86		82		(5	)	(5	)
Corporate investments	88		52		(15	)	NM		NM
Corporate / unallocated	89		(157	)	(311	)	NM		(98	)
Total business segment results	904		581		(512	)	NM		NM
Merger-related items and significant items	(493	)					NM		NM
Total Corporation	$ 411	$	581	$	(512	)	NM		NM

NM = not meaningful

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Retail

	Fourth Quarter 1999	Third Quarter 2000	Fourth Quarter 2000		% change vs. — Fourth Quarter 1999		Third Quarter 2000
Income Statement ($ millions)
Balance Sheet ($ billions)
Net interest income (1)	$ 1,118	$ 1,236	$ 1,227		10	%	(1	)%
Provision for credit losses	116	207	364		NM		76
Noninterest income	339	326	81		(76	)	(75	)
Noninterest expense	995	959	977		(2	)	2
Net income (loss)	236	251	(17	)	NM		NM
Return on equity	20 %	17 %	(1	)%
Efficiency ratio	68	61	75
Loansaverage	$ 68.8	$ 74.7	$ 76.7		11		3
Assetsaverage	74.9	78.8	81.0		8		3
Depositsaverage	87.6	87.9	88.0
Common equityaverage	4.6	5.9	5.9		28

NM = not meaningful

(1) Fully taxable equivalent basis

Retail reported a net loss of $17 million, compared to net income of $236 million in the year-ago quarter. This loss reflected significant increases in the provision for credit losses and in writedowns of auto lease residual values, partially offset by an increase in net interest income and a decline in noninterest expense.

Net interest income of $1.227 billion increased $109 million, or 10%, from the year-ago quarter. This increase was driven by wider deposit spreads and an 11% increase in average loans outstanding partially offset by loan margin compression and a shift in deposit product mix toward certificates of deposit. Loan growth was concentrated in home equity loans, which increased 32% from a year-ago and 9% from the third quarter. Excluding the impact of the sale of the consumer finance business in the first quarter of 2000, net interest income increased 12% and average loans increased 15% from the year-ago quarter.

Provision expense was $364 million, up $248 million from the year-ago quarter. The current quarter included $204 million of BANK ONEs increase in the allowance for loan losses. This increase reflected the significant loan growth and a 61% increase in 90 day delinquent consumer loans from the prior year and 34% from the third quarter.

Noninterest income declined $258 million, or 76%, from the year-ago quarter, reflecting the impact of higher auto lease residual writedowns and lower asset sale gains. The negative impact of auto lease residuals, including the $225 million reserve increase, totaled $262 million in the current quarter, compared with $114 million in the year-ago quarter. Of the $114 million in the year-ago- quarter, $34 million was reflected in Retails results.

Noninterest expense decreased $18 million, or 2%, from the year-ago quarter. This decrease reflected the positive impacts from waste reduction initiatives, reduced incentive compensation and the sale of the consumer finance business. These benefits were primarily offset by occupancy related writedowns and incremental severance-related expenses in the current quarter.

S-15

Commercial Banking

	Fourth Quarter 1999	Third Quarter 2000	Fourth Quarter 2000		% change vs. — Fourth Quarter 1999		Third Quarter 2000
Income Statement ($ millions)
Balance Sheet ($ billions)
Net interest income (1)	$ 672	$ 685	$ 674			%	(2	)%
Provision for credit losses	113	225	1,078		NM		NM
Noninterest income	316	378	353		12		(7	)
Noninterest expense	582	566	557		(4	)	(2	)
Net income (loss)	199	172	(385	)	NM		NM
Return on equity	14 %	10 %	(23	)%
Efficiency ratio	59	53	54
Loansaverage	$ 78.0	$ 83.4	$ 83.1		7
Assetsaverage	109.9	111.0	109.3		(1	)	(2	)
Depositsaverage	38.9	39.2	38.2		(2	)	(3	)
Common equityaverage	5.6	6.7	6.8		21		1

NM = not meaningful

(1) Fully taxable equivalent basis

Commercial Banking reported a net loss of $385 million driven by a significant increase in credit losses as reflected in the higher credit provision.

Net interest income of $674 million was essentially unchanged from the year-ago quarter but down 2% from the prior quarter, reflecting a lower level of loans, the cost of carrying a higher level of non-performing assets and the effect of lower deposits.

The provision for credit losses was $1.078 billion, an increase of $965 million from the year-ago quarter and $853 million from the prior quarter, reflecting continued deterioration in the commercial portfolio across several industries and leveraged acquisition finance transactions. The current quarter included $820 million of BANK ONEs increase in the allowance for loan losses. At December 31, 2000, commercial non-performing loans as a percent of total commercial loans were 1.87%, up from 1.10% a year ago. Annualized net charge-offs were 1.24% of average commercial loans in the quarter, up from 0.33% in the year-earlier period.

Noninterest income of $353 million improved $37 million, or 12%, from the year-ago quarter. Lending-related fees were up $16 million, reflecting a moderately higher level of loan commitment fees and the amortization of swap-related fees. Treasury management services revenue increased $19 million, reflecting growth in commercial credit cards and corporate sweep accounts, as well as overall solid volume growth. Capital markets revenue improved $12 million, reflecting healthy syndicated and asset backed finance activities partially offset by continued weak bond trading. The $25 million decrease from the prior quarter resulted from strong capital markets performance in the third quarter.

Noninterest expense declined 4% from the year-earlier period, reflecting a reduction in incentive compensation, partially offset by incremental severance-related expense and small increases across several noninterest expense categories.

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First USA

	Fourth Quarter 1999	Third Quarter 2000	Fourth Quarter 2000	% change vs.
				Fourth Quarter 1999		Third Quarter 2000
Income Statement ($ millions)
Balance Sheet ($ billions)
Net interest income (1)	$ 1,570	$ 1,442	$ 1,417	(10	)%	(2	)%
Provision for credit losses	933	853	880	(6	)	3
Noninterest income	419	324	311	(26	)	(4	)
Noninterest expense	754	633	637	(16	)	1
Net income (loss)	206	177	134	(35	)	(24	)
Return on outstandings (pretax)	1.7 %	1.7 %	1.3 %
Return on equity	14	12	9
Efficiency ratio	38	36	37
Managed net charge-off ratio	6.52	5.03	5.41
Loansaverage	$ 68.7	$ 65.9	$ 65.6	(5	)
Assetsaverage	74.9	69.2	68.6	(8	)	(1	)
Common equityaverage	6.0	6.1	6.1	2

NM = not meaningful

(1) Fully taxable equivalent basis

First USA reported net income of $134 million, a decrease of $72 million, or 35%, from the year-ago quarter. This reflected a 13% decline in revenue, partially offset by lower expenses and provision for credit losses. Fourth quarter results represented a 1.3% pretax return on outstandings, down from 1.7% in the year-ago and prior quarter.

Net interest income of $1.417 billion decreased $153 million, or 10%, from the year-ago quarter and was down slightly from the third quarter. The decline was driven primarily by lower fee revenue, lower average outstandings and a narrower spread.

Average managed outstandings for the fourth quarter were $65.6 billion, down 5% from the year-ago period and little changed from the third quarter average. First USA opened 821,000 new accounts during the quarter, a 13% increase from the third quarter, and had 51.7 million cards issued at year end. Overall, year-over-year attrition on mature vintage balances continued to improve and is now at or near industry averages.

The managed provision for credit losses of $880 million was down $53 million from the year-ago quarter, reflecting a $232 million reduction in managed charge-offs. The managed charge-off rate declined to 5.41% from 6.52% in the year-ago period. The prior-year period charge-offs included $183 million from the early adoption of the Federal Financial Institutions Examination Councils (FFIEC) revised consumer credit guidelines. Excluding the FFIEC impact, the year-ago charge-off rate was 5.45%. As expected, the provision for credit losses was up $27 million from the prior quarter, reflecting increased managed charge-offs resulting from increased bankruptcies and the continued maturing of the portfolio. The managed 30-day and 90-day delinquency rates were 4.51% and 2.02%, respectively, down from 4.57% and 2.13%, respectively, in the year-ago quarter. Delinquency rates were up from the prior quarter, reflecting normal seasonality.

Noninterest income of $311 million declined $108 million, or 26%, from the prior year. The decline resulted primarily from increased revenue sharing payments to partnership and affinity groups as emphasis on these customer groups has caused a shift in portfolio mix. The prior-year quarter also included several nonrecurring items. Noninterest income was comparable with the third quarter.

Noninterest expense declined $117 million, or 16%, from the prior year, reflecting the positive impact of waste reduction initiatives, such as lower headcount and improved operating efficiency. Headcount declined

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23% from a year ago to approximately 10,900 and the efficiency ratio improved while measures of customer service quality also continued to improve. The decline also reflected the second quarter sale of the international operations, lower processing costs due to the decrease in portfolio size and a decrease related to a change in the methodology of allocating internal costs. The change in allocation methodology was implemented in the third quarter and better reflects the actual cost of services provided. These benefits were primarily offset by miscellaneous balance sheet adjustment charges, occupancy writedowns, and incremental severance-related expenses in the current quarter.

Investment Management

	Fourth Quarter 1999	Third Quarter 2000	Fourth Quarter 2000	% change vs. — Fourth Quarter 1999		Third Quarter 2000
Income Statement ($ millions)
Balance Sheet ($ billions)
Net interest income (1)	$ 91	$ 104	$ 104	14	%		%
Provision for credit losses	1	2	7	NM		NM
Noninterest income	297	286	300	1		5
Noninterest expense	261	252	268	3		6
Net income (loss)	86	86	82	(5	)	(5	)
Return on equity	38 %	36 %	33 %
Efficiency ratio	67	65	66
Loansaverage	$ 6.0	$ 6.6	$ 6.8	13		3
Assetsaverage	7.4	7.6	7.8	5		3
Depositsaverage	8.9	8.2	8.5	(4	)	4
Common equityaverage	0.9	0.9	1.0	11		11
Assets under managementeop	128.9	134.6	131.2	2		(3	)

NM = not meaningful

(1) Fully taxable equivalent basis

Investment Management reported net income of $82 million, a decline of $4 million from both the year-ago and prior quarters.

Net interest income of $104 million increased $13 million, or 14%, from the year-ago period. Higher spread income associated with the 13% increase in average loans was partially offset by the effect of a 4% decrease in average deposits.

Noninterest income increased 1% from the year-ago period, driven by an increase in fees related to assets under management. Also, $16 million of fees associated with the in-house administration of the One Group(R) mutual funds are now recorded as revenue with a corresponding increase in expense. Prior to this quarter, administrative fees and expenses were incurred by a third-party administrator. Partially offsetting these increases, insurance fees declined due to lower credit life volume, and Private Client Services fees were down due to reduced estate and tax preparation fees.

Noninterest expense increased 3% from the year-ago period. Excluding the expenses associated with the administration of the One Group(R) funds, noninterest expense declined 3% from the year-ago quarter and was unchanged from the prior quarter. A reduction in incentive compensation offset incremental severance-related expense and small increases in various noninterest expense categories.

Period-end assets under management increased to $131.2 billion, or 2%, from the year-earlier period and fell 3% from the prior period, reflecting equity market declines. One Group(R) mutual fund assets under management increased to $70.4 billion in the fourth quarter, while other assets under management declined to

S-18

$60.8 billion, reflecting the on-going effort to convert select individually managed assets to One Group(R) funds. One Group(R) fund performance continues to remain strong, with 97% of funds rated three stars or higher by Morningstar. Average assets under management were essentially unchanged from the prior quarter.

Corporate Investments

	Fourth Quarter 1999	Third Quarter 2000	Fourth Quarter 2000		% change vs. — Fourth Quarter 1999		Third Quarter 2000
Income Statement ($ millions)
Balance Sheet ($ billions)
Net interest income (1)	$ 36	$ 18	$ 24		(33	)%	33	%
Provision for credit losses
Noninterest income	97	52	(76	)	NM		NM
Noninterest expense	33	25	7		(79	)	(72	)
Net income (loss)	88	52	(15	)	NM		NM
Return on equity	35 %	17 %	(5	)%
Efficiency ratio	25	36	NM
Loansaverage	$ 3.4	$ 3.6	$ 3.7		9		3
Assetsaverage	7.9	8.7	9.0		14		3
Common equityaverage	1.0	1.2	1.2		20

NM = not meaningful

(1) Fully taxable equivalent basis

Corporate Investments reported a net loss of $15 million in the current quarter, compared with net income of $88 million in the year-ago quarter. Tax-oriented strategies continued to provide stable core performance in the current quarter and consistent with the year-ago and prior quarters. However, on a collective basis, all other investment strategies suffered losses in the fourth quarter due to the difficult capital markets environment.

Net interest income of $24 million declined $12 million from the year-ago quarter, reflecting the sale of Banc One Capital Funding Corporation, which resulted in a gain of $4 million, as well as continued growth in noninterest-bearing investments.

Noninterest income declined $173 million from the year-ago quarter and $128 million from the prior quarter, reflecting valuation declines in venture capital and private equity compared to gains in both the year-ago and prior quarters. Also contributing to the decline were lower hedge fund gains and an impairment recognition in the current quarter on the collateralized debt portfolio due to high yield bond market conditions.

Noninterest expense declined $26 million from the year-ago quarter and $18 million from the prior quarter, reflecting the sale of Banc One Capital Funding and a $9 million reduction in incentive compensation commensurate with the lower revenue.

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Corporate / Unallocated

	Fourth Quarter 1999	Third Quarter 2000			Fourth Quarter 2000		% change vs. — Fourth Quarter 1999		Third Quarter 2000
Income Statement ($ millions)
Balance Sheet ($ billions)
Net interest income (1)	$ 8	$	(140	)	$ (127	)	NM	%	9	%
Provision for credit losses	(44	)					NM		NM
Noninterest income	111		36		28		(75	)	(22	)
Noninterest expense	47		157		401		NM		NM
Net income (loss)	89		(157	)	(311	)	NM		(98	)
Assetsaverage	$ 36.3	$	40.6		$ 38.1		5		(6	)
Depositsaverage	20.8		22.9		28.4		37		24
Common equityaverage	1.7		(1.9	)	(1.8	)	NM		5

NM = not meaningful

(1) Fully taxable equivalent basis

Corporate / Unallocated reported a net loss of $311 million, compared with net income of $89 million in the year-ago quarter.

Net interest income in the current quarter represented a net expense of $127 million. Net interest income for this line of business represents the earnings on the corporate investment securities portfolio, the impact of interest rate risk held at the corporate level and the cost to carry unallocated net assets and capital. This net amount will vary from period to period as the unallocated net asset and capital position change.

The appropriate lines of business recorded all provision expense for the current quarter. The negative $44 million provision expense for the year-ago quarter represented a decrease to the reserves not specifically allocated to the lines of business.

Noninterest expense in the quarter included $316 million of significant items, of which $174 million was for occupancy-related decisions and $133 million for miscellaneous balance sheet and operational adjustments. Excluding these items, remaining noninterest expense represents unallocated support costs that vary from quarter to quarter.

Credit Quality

Nonperforming assets, which include nonperforming commercial loans, other real estate owned and consumer loans 90 days past due, were $2.573 billion at the end of the fourth quarter, up $437 million from September 30, 2000. Commercial nonperforming assets increased $285 million with consumer up $152 million. The ratio of nonperforming assets to related assets was 1.48% at December 31, 2000, up from 1.21% at September 30, 2000.

Total managed net charge-offs in the fourth quarter were $1.309 billion, or 2.22% of total average managed loans, up from $1.091 billion, or 1.86%, in the third quarter. Total managed net charge-offs in the year-ago quarter were $1.446 billion, or 2.57% of total average managed loans, and reflected the early adoption of the FFIEC new consumer credit guidelines. Excluding the FFIEC impact, total managed net charge-offs in the year-ago quarter were $1.120 billion, or 1.99%.

The credit card managed net charge-off ratio was 5.41% in the fourth quarter, up from 5.03% in the third quarter, but comparable to 5.45% in the year-ago quarter adjusted to exclude the FFIEC implementation impact.

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Commercial net charge-offs across all lines of business in the 2000 fourth quarter were 1.10%, up from 0.46% in the third quarter and 0.30% in the year-ago quarter.

The managed provision for credit losses in the fourth quarter was $2.329 billion, compared to $1.288 billion in the third quarter. The reported provision for credit losses in the fourth quarter was $1.507 billion, compared to $516 million in the third quarter, and exceeded net charge-offs by $1.020 billion.

At December 31, 2000, the allowance for credit losses was $4.110 billion, up $1.020 billion from the end of the prior quarter. This represented 2.36% of period-end loans and 166% of nonperforming loans, up from 1.75% and 153%, respectively, at September 30, 2000.

Credit Management

BANK ONE continues to analyze all of its credit exposure at an increasingly granular level. Due to this review, BANK ONE has:

Given more weight to recent history when estimating expected default rates.

Increased the loss assumptions from default across most risk categories.

Increased the likelihood of draw downs against unfunded commitments upon default.

Stress-tested the portfolio based upon long-term, as well as more recent, trends.

These reviews have led to substantial strengthening of loan loss reserves and some earlier recognition of nonperforming assets and charge-offs. BANK ONE will continue its focus on reviewing and analyzing credit.

Capital Management

The tangible common equity to tangible managed assets ratio was 5.5% at December 31, 2000, up from 5.4% at September 30, 2000. Tier 1 and Total capital ratios were 7.3% and 10.8% at quarter end, respectively, compared with 7.5% and 10.9%, at September 30, 2000. Capital ratios exceed the well-capitalized regulatory guidelines.

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FORWARD-LOOKING STATEMENTS

This prospectus supplement, including information included or incorporated by reference in this prospectus supplement, contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, certain statements made in future SEC filings by BANK ONE, in press releases and in oral and written statements made by BANK ONE which are not statements of historical fact may constitute forward-looking statements. Examples of forward-looking statements include, without limitation:

projection of revenues, income or loss, earnings or loss per share, the payment or nonpayment of dividends, capital structure and other financial items;

statements of plans and objectives of BANK ONE or its management or its Board of Directors, including those relating to products or services;

statements of future economic performance; and

statements of assumptions underlying the above statements.

Words such as believes, anticipates, expects, intends, estimates, targeted and similar expressions are intended to identify forward-looking statements but are not the only means to identify these statements.

Forward-looking statements involve risks and uncertainties. Actual results may differ materially from those contemplated by the forward-looking statements. Factors which could cause this difference include, without limitation:

local, regional and international conditions may differ from those assumed in the statements;

the effects of and changes in trade, monetary and fiscal policies and laws, including the interest rate policies of the Federal Reserve Board may have an adverse effect on BANK ONEs business;

inflation and interest rate, market and monetary fluctuations may have a negative impact on BANK ONEs position;

the timely development and acceptance of new products and services and perceived overall value of these products and services by users may be different than anticipated;

changes in consumer spending, borrowing and saving habits may make BANK ONEs products or services less desirable;

technological changes, instituted by BANK ONE and by persons by whom BANK ONEs business may be affected, may be more difficult to accomplish or more expensive than anticipated or may have unforeseen consequences;

acquisitions and integration of acquired businesses may be more difficult or expensive than expected;

the ability to increase market share and control expenses may be more difficult than anticipated;

competitive pressures among financial services companies may increase significantly;

changes in laws and regulations (including laws and regulations concerning taxes, banking, securities and insurance) may have an adverse effect on BANK ONE;

changes in accounting policies and practices, as may be adopted by regulatory agencies and the Financial Accounting Standards Board, may affect expected financial reporting;

changes in BANK ONEs organization, compensation and benefit plans may have an effect on its expected results;

the costs and effects of litigation and of unexpected or adverse outcomes in some litigation may adversely affect BANK ONEs performance; and

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BANK ONEs success at managing the above risks may not be as great as anticipated.

Forward-looking statements speak only as of the date the statements are made. BANK ONE undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made, or to reflect the occurrence of unanticipated events.

BANK ONE CAPITAL V

BANK ONE Capital V is a statutory business trust formed under Delaware law pursuant to

a declaration of trust, originally dated as of June 17, 1999, executed by BANK ONE, as sponsor (the Sponsor), and the trustees of BANK ONE Capital V (the BANK ONE Capital Trustees); and

the filing of a certificate of trust with the Secretary of State of the State of Delaware on June 17, 1999.

The declaration of trust will be amended and restated in its entirety (as so amended and restated, the Declaration) substantially in the form filed as an exhibit to the registration statement of which this prospectus supplement and the accompanying prospectus form a part. The Declaration has been qualified as an indenture under the Trust Indenture Act of 1939, as amended (the Trust Indenture Act).

Upon issuance of the Preferred Securities, the purchasers will own all of the Preferred Securities. See Description of the Preferred SecuritiesBook-Entry Only IssuanceThe Depository Trust Company. BANK ONE will directly or indirectly acquire the Common Securities in an aggregate liquidation amount equal to at least 3 percent of the total capital of the Trust. The Preferred Securities and the Common Securities of the Trust together are referred to in this prospectus supplement as the Trust Securities.

The Trust exists for the exclusive purposes of:

issuing the Trust Securities representing undivided beneficial ownership interests in the assets of the Trust,

using the proceeds from the sale of the Trust Securities to acquire the Junior Subordinated Debt Securities, and

engaging in only those other activities necessary or incidental to the above activities, such as registering the transfer of the Trust Securities.

Under the Declaration, the number of BANK ONE Capital Trustees will initially be five. Three of the BANK ONE Capital Trustees (the Regular Trustees) will be persons who are employees or officers of, or who are affiliated with, BANK ONE. The fourth trustee will be a financial institution that is unaffiliated with BANK ONE, which trustee will serve as institutional trustee under the Declaration and as indenture trustee for the purposes of compliance with the provisions of the Trust Indenture Act (the Institutional Trustee).

Initially, The Chase Manhattan Bank (Chase) will be the Institutional Trustee until removed or replaced by the holder of the Common Securities as permitted in the Declaration. For the purpose of compliance with the Trust Indenture Act, The Chase Manhattan Bank will act as Preferred Securities Guarantee Trustee under the Preferred Securities Guarantee and as Debt Trustee, as defined below, under the Junior Subordinated Indenture. The fifth trustee will be an entity that maintains its principal place of business in the state of Delaware (the Delaware Trustee). Chase Manhattan Bank USA, National Association (Chase Delaware) will initially act as Delaware Trustee.

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The Institutional Trustee will hold title to the Junior Subordinated Debt Securities for the benefit of the holders of the Trust Securities and will have the power to exercise all rights, powers and privileges under the Junior Subordinated Indenture as the holder of the Junior Subordinated Debt Securities. In addition, the Institutional Trustee will maintain exclusive control of a segregated non-interest bearing bank account (the Property Account) to hold all payments made on the Junior Subordinated Debt Securities for the benefit of the holders of the Trust Securities. The Property Account may be held at the Institutional Trustee or any Paying Agent of the Institutional Trustee, including Bank One Trust Company, N.A. (BOTC), a subsidiary of BANK ONE.

The Institutional Trustee will make payments of distributions and payments on liquidation, redemption and otherwise to the holders of the Trust Securities out of funds from the Property Account. The Preferred Securities Guarantee Trustee will hold the Preferred Securities Guarantee for the benefit of the holders of the Preferred Securities. BANK ONE, as the direct or indirect holder of all the Common Securities, will have the right to appoint, remove or replace any BANK ONE Capital Trustee and to increase or decrease the number of BANK ONE Capital Trustees. BANK ONE will pay all fees and expenses related to BANK ONE Capital V and the offering of the Trust Securities. See Description of the Junior Subordinated Debt SecuritiesMiscellaneous.

The rights of the holders of the Preferred Securities, including economic rights, rights to information and voting rights, are described in the Declaration, the Delaware Business Trust Act (the Trust Act) and the Trust Indenture Act. See Description of the Preferred Securities.

The principal executive offices of the Trust are located at 1 Bank One Plaza, Chicago, Illinois 60670 and its telephone number is (312) 732-4000.

Chase, which serves as the Institutional Trustee, the Debt Trustee and the Preferred Securities Guarantee Trustee, has a principal corporate trust office at 450 West 33rd Street, New York, New York 10001. Chase serves as trustee for certain subordinated debt securities issued by BANK ONE under indentures originally dated as of July 1, 1986, July 15, 1992, April 30, 1993, May 17, 1995 and December 1, 1995. Chase also serves as trustee under both the Senior Indenture and the Senior Subordinated Indenture, each as defined in the accompanying prospectus.

Chase also serves as the institutional or property trustee under declarations of trust for seven statutory business trusts formed under the laws of the State of Delaware and sponsored by BANK ONE. In connection with those transactions, Chase also serves as the debt trustee under an indenture originally dated as of November 15, 1996 and the Junior Subordinated Indenture with respect to junior subordinated debentures of BANK ONE purchased by such trusts. Chase is also the guarantee trustee under each of seven guarantee agreements dated as of December 3, 1996, December 5, 1996, January 31, 1997, September 20, 1999, August 8, 2000 and August 30, 2000 (two guarantee agreements) from BANK ONE to the applicable trust guaranteeing certain payments to such trust.

Chase Delaware, which is an affiliate of Chase, serves as the Delaware Trustee for BANK ONE Capital V and has a principal office at 1201 Market Street, Wilmington, Delaware 19801. Chase Delaware also serves as trustee for subordinated debt securities issued by BANK ONE under an indenture originally dated March 1, 1989. Chase Delaware is also the Delaware trustee for the seven Delaware business trusts described in the preceding paragraph of this section.

BANK ONE and its affiliates have normal banking relationships with Chase, Chase Delaware and their affiliates in the ordinary course of business.

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CAPITALIZATION

The following table sets forth the actual capitalization of BANK ONE at September 30, 2000, and the As Adjusted column reflects the application of the estimated proceeds from the sale of the Preferred Securities. See Use of Proceeds. The table should be read along with BANK ONEs consolidated financial statements and notes to the financial statements included in the documents incorporated by reference in this prospectus supplement and the accompanying prospectus. See Where You Can Find More Information About the Company and the BANK ONE Capital Trusts on page S-2 of this prospectus supplement and in the accompanying prospectus. The information in the following table assumes the underwriters do not exercise their option to purchase additional Preferred Securities.

	September 30, 2000 — Actual	As Adjusted
	(in millions)
Long-term debt
Long-term debt	$ 40,152	$	40,152
Guaranteed preferred beneficial interest in BANK ONEs junior subordinated debt	2,489		2,764
Total long-term debt	42,641		42,916
Stockholders equity
Preferred stock	190		190
Common stock$0.01 par value, 2,500,000,000 shares authorized, and 1,181,386,000 shares issued	12		12
Surplus	10,584		10,584
Retained earnings	9,819		9,819
Accumulated other adjustments to stockholders equity	(71	)	(71	)
Deferred compensation	(157	)	(157	)
Treasury stock at cost, 25,096,000 shares	(1,145	)	(1,145	)
Total stockholders equity	19,232		19,232
Total long-term debt and stockholders equity	$ 61,873	$	62,148

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ACCOUNTING TREATMENT

For financial reporting purposes, the Trust will be treated as a subsidiary of BANK ONE. Accordingly, the accounts of the Trust will be included in the consolidated financial statements of BANK ONE. The Preferred Securities will be reported as Guaranteed preferred beneficial interests in BANK ONEs junior subordinated debt as a separate line item in the consolidated balance sheet of BANK ONE. Appropriate disclosures about the Preferred Securities, the Preferred Securities Guarantee and the Junior Subordinated Debt Securities will be included in the notes to the consolidated financial statements. For financial reporting purposes, BANK ONE will classify distributions payable on the Preferred Securities as an expense in the consolidated statements of income.

USE OF PROCEEDS

The Trust will use all proceeds received from the sale of the Preferred Securities to purchase Junior Subordinated Debt Securities from BANK ONE. BANK ONE intends to use the net proceeds from the sale of the Junior Subordinated Debt Securities for general corporate purposes, including the funding of investments in, or extensions of credit to, BANK ONEs subsidiaries. Pending such use, BANK ONE may temporarily invest the net proceeds in various short- term securities or apply the net proceeds to reduce short-term indebtedness. Based upon the historic and anticipated future growth of BANK ONE and the financial needs of its subsidiaries, BANK ONE anticipates that it will, on a recurrent basis, engage in additional financings in character and amount to be determined.

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SELECTED CONSOLIDATED FINANCIAL DATA

The following table sets forth selected consolidated financial data for BANK ONE for each of the years in the three-year period ended December 31, 1999 and for the nine-month periods ended September 30, 2000 and September 30, 1999. This financial data is based on and derived from, and should be read in conjunction with, BANK ONEs consolidated financial statements and the related notes for the respective periods, which are incorporated in this prospectus supplement and the accompanying prospectus by reference. See Where You Can Find More Information About the Company and the Bank One Capital Trusts on page S-2 of this prospectus supplement and in the accompanying prospectus.

The consolidated balance sheets of BANK ONE as of December 31, 1999, 1998 and 1997, and the related consolidated statements of income, stockholders equity and cash flows for each year in the three-year period ended December 31, 1999 have been audited by Arthur Andersen LLP, independent public accountants.

	Year Ended December 31, — 1999	1998	1997	Nine Months Ended September 30, — 2000	1999
	($ in millions)
Income Summary
Interest income	$ 17,294	$ 17,524	$ 17,545	$ 14,904	$	12,746
Interest expense	8,273	8,177	8,084	8,282		5,913
Net interest income	9,021	9,347	9,461	6,622		6,833
Provision for credit losses	1,249	1,408	1,988	1,891		833
Net interest income after provision for credit losses	7,772	7,939	7,473	4,731		6,000
Non-interest income	8,692	8,071	6,694	3,843		6,910
Non-interest expense	11,490	11,545	9,740	8,761		8,460
Income before taxes	4,974	4,465	4,427	(187	)	4,450
Income taxes	1,495	1,357	1,467	(188	)	1,382
Net income	$ 3,479	$ 3,108	$ 2,960	$ 1	$	3,068
Period Ending Balances
Loans outstanding	$ 163,877	$ 155,398	$ 159,579	$ 176,419	$	158,143
Total assets	269,425	261,496	239,372	283,373		264,135
Total deposits	162,278	161,542	153,726	164,130		156,900
Long term debt(1)	35,435	22,298	21,546	42,641		34,735
Common stockholders equity	19,900	20,370	18,724	19,042		19,860
Total equity	20,090	20,560	19,050	19,232		20,050
Selected Financial Ratios
Return on average assets	1.36 %	1.30 %	1.29 %			1.62	%(3)
Return on average common equity	17.1	15.9	15.8	(0.1	)(3)	20.0	(3)
Net interest margin(2)	4.09	4.52	4.75	3.74	(3)	4.20	(3)
Efficiency ratio	64.4	65.8	59.7	82.9		61.2
Loans to deposits at period end	101	96	104	107		101
Selected Credit Data
Net charge-offs to average loans	0.77 %	0.97 %	1.21 %	0.71	%(3)	0.71	%(3)
Allowance for credit losses to loans at period end	1.39	1.46	1.77	1.75		1.42
Non-performing assets at period end	$ 1,159	$ 819	$ 670	$ 2,136	$	1,682
Non-performing assets to related assets	0.71 %	0.53 %	0.42 %	1.21	%	1.06	%
Capital Ratios (at period end)
Common equity to assets	7.4 %	7.8 %	7.8 %	6.7	%	7.5	%
Regulatory risk-based capital ratios
Tier 1	7.7	7.9	8.2	7.5		7.7
Total	10.7	11.3	12.3	10.9		10.8
Leverage ratio	7.7	8.0	7.8	7.5		7.9

(1) Includes Trust Preferred Capital Securities.

(2) On a fully taxable equivalent basis.

(3) Ratios for interim periods have been annualized.

S-27

DESCRIPTION OF THE PREFERRED SECURITIES

The Preferred Securities will be issued under the Declaration. The Declaration has been qualified as an indenture under the Trust Indenture Act. The Institutional Trustee, Chase, will act as indenture trustee for the Preferred Securities under the Declaration for the purpose of compliance with the Trust Indenture Act. The terms of the Preferred Securities will include those stated in the Declaration and those made part of the Declaration by the Trust Indenture Act.

The following summary of the material terms and provisions of the Preferred Securities, which supplements, and to the extent inconsistent, replaces, the description under the caption Description of the Preferred Securities in the accompanying prospectus, does not claim to be complete and is subject to, and qualified in its entirety by reference to, Delaware law, the Trust Indenture Act and the Declaration. A copy of the form of the Declaration is filed as an exhibit to the registration statement of which this prospectus supplement and the accompanying prospectus form a part.

General

The Declaration authorizes the Regular Trustees to issue the Trust Securities on behalf of the Trust. All of the Common Securities will be owned, directly or indirectly, by BANK ONE. The Common Securities rank equally, and payments will be made on the Common Securities on a ratable basis, with the Preferred Securities. Upon the occurrence and during the continuance of a Declaration Event of Default, however, the rights of the holders of the Common Securities to receive payment of periodic distributions and payments upon liquidation, redemption and otherwise will be subordinated to the rights of the holders of the Preferred Securities. The Declaration does not permit the issuance by the Trust of any securities other than the Trust Securities or the incurrence of any indebtedness by the Trust.

Under the Declaration, the Institutional Trustee will own the Junior Subordinated Debt Securities purchased by the Trust for the benefit of the holders of the Trust Securities. The payment of distributions out of money held by the Trust, and payments upon redemption of the Preferred Securities or liquidation of the Trust, are guaranteed by BANK ONE to the extent described under Description of the Preferred Securities Guarantees in the accompanying prospectus. The Preferred Securities Guarantee will be held by The Chase Manhattan Bank, the Preferred Securities Guarantee Trustee, for the benefit of the holders of the Preferred Securities. The Preferred Securities Guarantee does not cover payment of distributions when the Trust does not have sufficient available funds to pay such distributions. In that event, the remedy of a holder of Preferred Securities is to vote to direct the Institutional Trustee to enforce the Institutional Trustees rights under the Junior Subordinated Debt Securities except in the limited circumstances in which the holder may take Direct Action, as defined below. See Voting Rights and Declaration Events of Default.

Distributions

Each Preferred Security will be entitled to distributions at an annual rate equal to 8% (the Distribution Rate,) applied to the stated liquidation amount of $25. Distributions in arrears for more than one quarter will bear interest at the Distribution Rate compounded quarterly. The term distribution as used in this prospectus supplement includes any interest payable unless otherwise stated. The amount of distributions payable for any full quarterly period will be computed on the basis of a 360-day year of twelve 30-day months, and for any shorter period on the basis of the actual number of days elapsed per 90-day quarter.

Distributions on the Preferred Securities will be cumulative, will accrue from January 30, 2001 and, except as otherwise described below, will be payable quarterly in arrears on January 30, April 30, July 30 and October 30 of each year (each, a Distribution Date), commencing April 30, 2001, when, as and if available for payment.

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distribution to the holders of the Preferred Securities will be limited to payments received from BANK ONE on the Junior Subordinated Debt Securities. See Description of the Junior Subordinated Debt Securities in this prospectus supplement.

Distributions on the Preferred Securities will be payable to holders as they appear on the books and records of the Trust on the relevant record dates. As long as the Preferred Securities remain in book-entry only form, the record date will be one Business Day prior to the relevant payment dates. Distributions will be paid through the Institutional Trustee. The Institutional Trustee will hold amounts received on the Junior Subordinated Debt Securities in the Property Account for the benefit of the holders of the Trust Securities. The Property Account may be held at the Institutional Trustee or any Paying Agent of the Institutional Trustee, including BOTC. Subject to any applicable laws and regulations and the provisions of the Declaration, each payment will be made as described under Book-Entry Only IssuanceThe Depository Trust Company below.

In the event that the Preferred Securities do not continue to remain in book-entry only form, the record dates for payment of distributions will be January 15, April 15, July 15 and October 15 of each year, as applicable. In the event that any Distribution Date is not a Business Day, then payment of the distributions payable on that date will be made on the next succeeding day which is a Business Day, in each case with the same force and effect as if made on the payment date.

A Business Day means any day other than Saturday, Sunday or any other day on which banking institutions in New York, New York or Chicago, Illinois are authorized or required by any applicable law or executive order to close.

Deferral of Distributions

As long as no Indenture Event of Default has occurred and is continuing, BANK ONE has the right under the Junior Subordinated Indenture to defer payments of interest on the Junior Subordinated Debt Securities by extending the interest payment period from time to time on the Junior Subordinated Debt Securities. This right, if exercised, would defer quarterly distributions on the Preferred Securities, though these distributions would continue to accrue with interest because interest would continue to accrue on the Junior Subordinated Debt Securities at the Distribution Rate, during any such extension period. This right to extend the interest payment period for the Junior Subordinated Debt Securities is limited to a period not exceeding 20 consecutive quarters and the period may not extend beyond the stated maturity of the Junior Subordinated Debt Securities.

In the event that BANK ONE exercises this right, then BANK ONE will not

declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of BANK ONEs capital stock or

make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of BANK ONE that rank equally in all respects with or junior in interest to the Junior Subordinated Debt Securities or make any guarantee payments with respect to any guarantee by BANK ONE of the debt securities of any subsidiary of BANK ONE if such guarantee ranks equally with or junior in interest to the Junior Subordinated Debt Securities, other than

(a) dividends or distributions in common stock of BANK ONE,

(b) any declaration of a dividend in connection with the implementation of a stockholders rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any rights under such plan,

(d) purchases of common stock related to the issuance of common stock or rights under any of BANK ONEs benefit plans for its directors, officers, or employees and

(e) obligations under any dividend reinvestment and stock purchase plan.

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Prior to the termination of any extension period, BANK ONE may further extend the interest payment period. However, any extension period, together with all previous and further extensions of the period, may not exceed 20 consecutive quarters or extend beyond the stated maturity of the Junior Subordinated Debt Securities. Upon the termination of any extension period and the payment of all amounts then due, BANK ONE may elect to begin a new extension period, subject to the foregoing requirements. See Description of the Junior Subordinated Debt SecuritiesInterest and Option to Extend Interest Payment Period in this prospectus supplement.

BANK ONE has no current intention of exercising its right to defer payments of interest by extending the interest payment period of the Junior Subordinated Debt Securities.

Mandatory Redemption

The Junior Subordinated Debt Securities will mature on January 30, 2031. The Junior Subordinated Debt Securities are redeemable

in whole or in part, at any time on or after January 30, 2006, or

in whole, but not in part, at any time within 90 days following the occurrence of a Tax Event, Investment Company Event or Capital Treatment Event or, if the approval of the Federal Reserve Board is then required for redemption, on a later date as promptly as practicable after such approval is obtained.

In either case the redemption price will be equal to the accrued and unpaid interest on the Junior Subordinated Debt Securities so redeemed to, but excluding, the date fixed for redemption, plus 100% of the principal amount of the Junior Subordinated Debt Securities so redeemed. See Description of the Junior Subordinated Debt Securities.

Upon the repayment of the Junior Subordinated Debt Securities, whether at maturity or upon redemption, the proceeds from the repayment or payment will simultaneously be applied to redeem Trust Securities having an aggregate liquidation amount equal to the aggregate principal amount of the Junior Subordinated Debt Securities repaid or redeemed. The redemption price for the Preferred Securities will be equal to the liquidation amount, $25 per Preferred Security, plus accrued and unpaid distributions on the Preferred Security to the redemption date. Holders of Trust Securities will be given not less than 30 nor more than 60 days notice of any redemption. See Description of the Junior Subordinated Debt SecuritiesOptional Redemption.

In the event that fewer than all of the outstanding Preferred Securities are to be redeemed, the Preferred Securities will be redeemed ratably as described under Book-Entry Only IssuanceThe Depository Trust Company below. Any redemption or distribution of the Junior Subordinated Debt Securities may require the prior approval of the Federal Reserve Board if such approval is then required under applicable law, rules, guidelines or policies.

Special Event Redemption

Subject to the prior approval of the Federal Reserve Board if approval is then required under applicable law, rules, guidelines or policies, if, at any time, a Tax Event, Investment Company Event or Capital Treatment Event, each a Special Event, occurs and is continuing, BANK ONE has the right to redeem the Junior Subordinated Debt Securities. BANK ONE may exercise this right upon not less than 30 nor more than 60 days notice. This redemption must be for all the Junior Subordinated Debt Securities, not just part, and must be for cash within 90 days following the occurrence of the Special Event. If the approval of the Federal Reserve Board is required for the redemption, the redemption may occur on a later date as promptly as practicable after such approval is obtained. Following the redemption, all Trust Securities will be redeemed by the Trust at the redemption price described above.

S-30

Tax Event means the receipt by the Trust of an opinion of counsel to BANK ONE experienced in such matters to the effect that, as a result of any:

amendment to, or change, including any announced prospective change, in, the laws or associated regulations of the United States or any political subdivision or taxing authority of the United States, or

official administrative pronouncement or judicial decision interpreting or applying these laws or regulations, which amendment or change is effective or which pronouncement or decision is announced on or after the date of issuance of such Preferred Securities under the Declaration,

there is more than an insubstantial risk that

the Trust is, or will be within 90 days of the date of the opinion, subject to United States federal income tax with respect to income received or accrued on the Junior Subordinated Debt Securities,

interest payable by BANK ONE on the Junior Subordinated Debt Securities is not, or within 90 days of the date of the opinion, will not be, deductible by BANK ONE, in whole or in part, for United States federal income tax purposes, or

the Trust is, or will be within 90 days of the date of the opinion, subject to more than a minimal amount of other taxes, duties or other governmental charges.

Investment Company Event means that the Regular Trustees will have received an opinion of a nationally recognized independent counsel experienced in such matters which states that, as a result of the occurrence of a change in law or regulation or a written change in interpretation or application of law or regulation by any legislative body, court, governmental agency or regulatory authority, there is more than an insubstantial risk that the Trust is or will be considered an investment company which is required to be registered under the Investment Company Act of 1940, as amended (the 1940 Act).

Capital Treatment Event means the reasonable determination by BANK ONE that, as a result of:

the occurrence of any amendment to, or change, including any announced prospective change, in, the laws or any associated regulations of the United States or any political subdivision of the United States, or

any official or administrative pronouncement or action or judicial decision interpreting or applying these laws or regulations, which amendment or change is effective or such pronouncement, action or decision is announced on or after the date of issuance of the Preferred Securities under the Declaration,

there is more than an insubstantial risk that BANK ONE will not be entitled to treat an amount equal to the liquidation amount of the Preferred Securities as Tier 1 Capital, or the then equivalent, for purposes of the capital adequacy guidelines of the Federal Reserve Board, as then in effect and applicable to BANK ONE.

Distribution of the Junior Subordinated Debt Securities

BANK ONE has the right at any time to dissolve the Trust and cause the Junior Subordinated Debt Securities to be distributed to the holders of the Trust Securities, subject to the prior approval of the Federal Reserve Board if approval is then required under applicable law, rules, guidelines or policies.

After the date for any distribution of Junior Subordinated Debt Securities upon dissolution of the Trust:

the Preferred Securities will no longer be deemed to be outstanding,

the Depositary or its nominee, as the record holder of the Preferred Securities, will receive a registered global certificate or certificates representing the Junior Subordinated Debt Securities to be delivered upon the distribution, and

S-31

any certificates representing Preferred Securities not held by the Depositary or its nominee will be deemed to represent Junior Subordinated Debt Securities having an aggregate principal amount equal to the aggregate stated liquidation amount of, with an interest rate identical to the distribution rate of, and accrued and unpaid interest equal to accrued and unpaid distributions on, such Preferred Securities until the certificates are presented to BANK ONE or its agent for transfer or reissuance.

There can be no assurance as to the market prices for the Junior Subordinated Debt Securities if a dissolution and liquidation of the Trust were to occur. Accordingly, Junior Subordinated Debt Securities may trade at a discount to the price that the investor paid to purchase the Preferred Securities.

Redemption Procedures

The Trust may not redeem fewer than all of the outstanding Preferred Securities unless all accrued and unpaid distributions have been paid on all Preferred Securities for all quarterly distribution periods terminating on or prior to the date of redemption.

If (1) the Trust gives an irrevocable notice of redemption in respect of Preferred Securities and (2) BANK ONE has paid to the Institutional Trustee a sufficient amount of cash in connection with the related redemption or maturity of the Junior Subordinated Debt Securities, then, by 12:00 noon, New York City time, on the redemption date the Trust will irrevocably deposit with the Depositary funds sufficient to pay the applicable redemption price. The Trust will also give the Depositary irrevocable instructions and authority to pay the redemption price to the holders of the Preferred Securities. See Book-Entry Only IssuanceThe Depository Trust Company.

Once notice of redemption has been given and funds have been deposited as required, then, from and after the announced redemption date, distributions will cease to accrue. In addition, all rights of holders of Preferred Securities so called for redemption will cease, except the right of the holders of the Preferred Securities to receive the redemption price but without interest on the redemption price.

In the event that any date fixed for redemption of Preferred Securities is not a Business Day, then payment of the redemption price payable on such date will be made on the next succeeding day that is a Business Day, without any interest or other payment in respect of any such delay, except that, if such Business Day falls in the next calendar year, the payment will be made on the immediately preceding Business Day.

In the event that payment of the redemption price on the Preferred Securities is improperly withheld or refused and not paid either by the Trust, or by BANK ONE under the Preferred Securities Guarantee, distributions on the Preferred Securities will continue to accrue at the then applicable rate from the original redemption date to the date of payment. In this case, the actual payment date will be considered the date fixed for redemption for purposes of calculating the redemption price.

In the event that fewer than all of the outstanding Preferred Securities are to be redeemed, the Preferred Securities will be redeemed in accordance with procedures of the Depository as described below under Book-Entry Only IssuanceThe Depository Trust Company.

Subject to the above and applicable law including, without limitation, United States federal securities laws and the regulations of the Federal Reserve Board, BANK ONE or its subsidiaries may at any time, and from time to time, purchase outstanding Preferred Securities by tender, in the open market or by private agreement.

If a partial redemption of the Preferred Securities resulting from a partial redemption of the Junior Subordinated Debt Securities would result in the delisting of the Preferred Securities, BANK ONE may only redeem the Junior Subordinated Debt Securities in whole. Such a redemption would cause the redemption of all Preferred Securities.

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Liquidation Distribution Upon Dissolution

This prospectus supplement refers to any voluntary or involuntary liquidation, dissolution, winding-up or termination of the Trust as a Liquidation.

If a Liquidation occurs, the holders of the Preferred Securities will be entitled to receive out of the assets of the Trust, after satisfaction of liabilities to creditors, distributions in an amount equal to the aggregate of the stated liquidation amount of $25 per Preferred Security plus accrued and unpaid distributions to the date of payment (the Liquidation Distribution). However, holders will not receive the Liquidation Distribution in connection with a Liquidation if BANK ONE instead distributes Junior Subordinated Debt Securities on a ratable basis to the holders of the Preferred Securities. The Junior Subordinated Debt Securities to be distributed in this case must be in an aggregate stated principal amount equal to the aggregate stated liquidation amount of, with an interest rate identical to the distribution rate of, and accrued and unpaid interest equal to accrued and unpaid distributions on, the Preferred Securities.

If, upon any Liquidation, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then the amounts payable directly by the Trust on the Preferred Securities will be paid on a ratable basis. The holders of the Common Securities will be entitled to receive distributions upon any such dissolution ratably with the holders of the Preferred Securities. However, if a Declaration Event of Default has occurred and is continuing, the Preferred Securities will have a preference over the Common Securities with regard to the distributions.

Under the Declaration, the Trust will dissolve:

on January 30, 2056, the expiration of the term of the Trust,

upon the bankruptcy of BANK ONE,

upon (a) the filing of a certificate of dissolution or its equivalent with respect to BANK ONE, (b) obtaining the consent of the holders of at least a majority in liquidation amount of the Trust Securities by voting together as a single class to dissolve the Trust, or (c) the revocation of the charter of BANK ONE and the expiration of 90 days after the date of revocation without a reinstatement thereof,

upon the distribution of Junior Subordinated Debt Securities to holders of the Preferred Securities,

upon the entry of a decree of a judicial dissolution of BANK ONE or the Trust, or

upon the redemption of all the Trust Securities.

Declaration Events of Default

An event of default under the Junior Subordinated Indenture relating to the Junior Subordinated Debt Securities (an Indenture Event of Default) constitutes an event of default under the Declaration with respect to the Trust Securities (a Declaration Event of Default). Under the Declaration, however, the holder of the Common Securities will be deemed to have waived any Declaration Event of Default with respect to the Common Securities until all Declaration Events of Default with respect to the Preferred Securities have been cured, waived or otherwise eliminated. Until the Declaration Events of Default with respect to the Preferred Securities have been so cured, waived, or otherwise eliminated, the Institutional Trustee will be deemed to be acting solely on behalf of the holders of the Preferred Securities. Only the holders of the Preferred Securities will have the right to direct the Institutional Trustee with respect to certain matters under the Declaration, and therefore the Junior Subordinated Indenture.

If the Institutional Trustee fails to enforce its rights under the Junior Subordinated Debt Securities after a holder of Preferred Securities has made a written request, the holder of record of Preferred Securities may, to the fullest extent permitted by law, institute a legal proceeding against BANK ONE to enforce the Institutional Trustees rights under the Junior Subordinated Debt Securities without first instituting any legal proceeding against the Institutional Trustee or any other person or entity.

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If a Declaration Event of Default has occurred and is continuing and the event is due to the failure of BANK ONE to pay interest or principal on the Junior Subordinated Debt Securities when due, then a holder of Preferred Securities may institute a Direct Action. This means that a holder may sue directly for enforcement of payment to such holder of the principal of or interest on the Junior Subordinated Debt Securities having a principal amount equal to the aggregate liquidation amount of the Preferred Securities of the holder on or after the respective due date specified in the Junior Subordinated Debt Securities. The holder need not (1) direct the Institutional Trustee to enforce the terms of the Junior Subordinated Debt Securities or (2) sue BANK ONE to enforce the Institutional Trustees rights under the Junior Subordinated Debt Securities.

In connection with a Direct Action, BANK ONE will be subrogated to the rights of the holder of Preferred Securities under the Declaration to the extent of any payment made by BANK ONE to the holder of Preferred Securities in the Direct Action. This means that BANK ONE will be entitled to payment of amounts that a holder of Preferred Securities receives in respect of an unpaid distribution that results in the bringing of the Direct Action to the extent that the holder receives or has already received full payment relating to any unpaid distributions from the Trust. The holders of Preferred Securities will not be able to exercise directly any other remedy available to the holders of the Junior Subordinated Debt Securities.

Upon the occurrence of a Declaration Event of Default, the Institutional Trustee, as the sole holder of the Junior Subordinated Debt Securities, will have the right under the Junior Subordinated Indenture to declare the principal of and interest on the Junior Subordinated Debt Securities to be immediately due and payable.

BANK ONE and the Trust are each required to file annually with the Institutional Trustee an officers certificate as to compliance with all conditions and covenants under the Declaration.

Voting Rights

Except as described in this section and under Description of the Preferred Securities GuaranteesModification of the Preferred Securities Guarantees; Assignment in the accompanying prospectus, as provided under Delaware law and the Trust Indenture Act, and as otherwise required by law and the Declaration, the holders of the Preferred Securities will have no voting rights.

Subject to the requirement of the Institutional Trustee obtaining a tax opinion in certain circumstances described below in the following paragraphs, the holders of a majority in aggregate liquidation amount of the Preferred Securities have the right to direct any proceeding for any remedy available to the Institutional Trustee so long as the Institutional Trustee receives the tax opinion. Under the Declaration, the holders of Preferred Securities have the right to direct the Institutional Trustee, as holder of the Junior Subordinated Debt Securities, to:

(1) exercise the remedies available to it under the Junior Subordinated Indenture as a holder of the Junior Subordinated Debt Securities;

(2) waive any past Indenture Event of Default that is waivable under the Junior Subordinated Indenture;

(3) exercise any right to rescind or annul a declaration that the principal of all the Junior Subordinated Debt Securities will be due and payable; or

(4) consent to any amendment, modification or termination of the Junior Subordinated Indenture or the Junior Subordinated Debt Securities where such consent of the holders of the Junior Subordinated Debt Securities is required.

Where a consent or action under the Junior Subordinated Indenture would require the consent or act of holders of more than a majority in principal amount of the Junior Subordinated Debt Securities (a Super-Majority), only the holders of at least a Super-Majority in aggregate liquidation amount of the Preferred Securities may direct the Institutional Trustee to give such consent or take such action.

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If the Institutional Trustee fails to enforce its rights under the Junior Subordinated Debt Securities after a holder of record of Preferred Securities has made a written request, the holder of record of Preferred Securities may, to the fullest extent permitted by law, institute a legal proceeding directly against BANK ONE to enforce the Institutional Trustees rights under the Junior Subordinated Debt Securities without first instituting any legal proceeding against the Institutional Trustee or any other person or entity.

If a Declaration Event of Default has occurred and is continuing and the event is due to the failure of BANK ONE to pay interest or principal on the Junior Subordinated Debt Securities when due, then a holder of Preferred Securities may institute a Direct Action for enforcement of payment to the holder of the principal of or interest on the Junior Subordinated Debt Securities having a principal amount equal to the aggregate liquidation amount of the Preferred Securities of the holder on or after the respective due date specified in the Junior Subordinated Debt Securities. The Institutional Trustee will within 90 days notify all holders of the Preferred Securities of any notice of default received from the Debt Trustee with respect to the Junior Subordinated Debt Securities. This notice will state that the Indenture Event of Default also constitutes a Declaration Event of Default.

Except for directing the time, method and place of conducting a proceeding for a remedy, the Institutional Trustee will not take any of the actions described in clauses (1), (2) or (3) of the third preceding paragraph above unless it receives an opinion of a nationally recognized tax counsel. The opinion must be to the effect that, as a result of such action, for the purposes of United States federal income tax, the Trust will not be classified as other than a grantor trust.

The holders of a majority in aggregate outstanding principal amount of Junior Subordinated Debt Securities may annul any declaration of acceleration under the Junior Subordinated Indenture. They may also waive any default if the default has been cured and an amount sufficient to pay all matured installments of interest and principal due otherwise than by acceleration has been deposited with the Debt Trustee. In the case of the Junior Subordinated Debt Securities held by the Institutional Trustee on behalf of the Trust, a waiver of any default will not be effective until a majority in liquidation amount of the Trust Securities consent to the waiver. However, if the Junior Subordinated Indenture requires the consent of a Super-Majority, the waiver will only be effective if the holders of at least the proportion in liquidation amount of the Trust Securities which the relevant Super-Majority represents of the aggregate principal amount of the Junior Subordinated Debt Securities outstanding so consent.

In the event the consent of the Institutional Trustee, as the holder of the Junior Subordinated Debt Securities, is required under the Junior Subordinated Indenture for any amendment, modification or termination of the Junior Subordinated Indenture, the Institutional Trustee will request the direction of the holders of the Trust Securities for the amendment, modification or termination. The Institutional Trustee will vote on the amendment, modification or termination as directed by a majority in liquidation amount of the Trust Securities voting together as a single class. Where a consent under the Junior Subordinated Indenture, however, would require the consent of a Super-Majority, the Institutional Trustee may only give the consent at the direction of the holders of at least the proportion in liquidation amount of the Trust Securities which the relevant Super-Majority represents of the aggregate principal amount of the Junior Subordinated Debt Securities outstanding. The Institutional Trustee will not take any action in accordance with the directions of the holders of the Trust Securities unless it has obtained a tax opinion to the effect described above.

A waiver of an Indenture Event of Default will constitute a waiver of the corresponding Declaration Event of Default.

Any required approval or direction of holders of Preferred Securities may be given at a separate meeting of holders of Preferred Securities convened for that purpose, at a meeting of all of the holders of Trust Securities or by written consent. The Regular Trustees will cause a notice of any meeting at which holders of Preferred Securities are entitled to vote, or of any matter upon which action by written consent of the holders is

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to be taken, to be mailed to each holder of record of Preferred Securities. Each notice will include a statement describing the following information:

the date of the meeting or the date by which the action is to be taken;

a description of any resolution proposed for adoption at the meeting on which the holders are entitled to vote or of the matter upon which written consent is sought; and

instructions for the delivery of proxies or consents.

No vote or consent of the holders of Preferred Securities will be required for the Trust to redeem and cancel Preferred Securities or distribute Junior Subordinated Debt Securities in accordance with the Declaration.

Despite the fact that holders of Preferred Securities are entitled to vote or consent under any of the circumstances described above, any of the Preferred Securities that are owned at that time by BANK ONE or any entity directly or indirectly controlling or controlled by, or under direct or indirect common control with, BANK ONE, will not be entitled to vote or consent. Instead, these Preferred Securities will be treated as if they were not outstanding.

The procedures by which holders of Preferred Securities may exercise their voting rights are described below. See Book-Entry Only IssuanceThe Depository Trust Company below.

Holders of the Preferred Securities will have no rights to appoint or remove the BANK ONE Capital Trustees, who may be appointed, removed or replaced solely by BANK ONE as the indirect or direct holder of all of the Common Securities.

Modification of the Declaration

The Declaration may be modified and amended if approved by the Regular Trustees and, in certain circumstances, the Institutional Trustee and Delaware Trustee. If, however, any proposed amendment provides for, or the Regular Trustees otherwise propose to effect,

any action that would adversely affect the powers, preferences or special rights of the Trust Securities, whether by way of amendment to the Declaration or otherwise or

the dissolution, winding-up or termination of the Trust other than pursuant to the terms of the Declaration,

then the holders of the Trust Securities voting together as a single class will be entitled to vote on the amendment or proposal. In this instance, the amendment or proposal will not be effective except with the approval of at least a majority in liquidation amount of the Trust Securities affected by it. If, however, any amendment or proposal referred to in the first bullet point above would adversely affect only the Preferred Securities or the Common Securities, then only the affected class will be entitled to vote on the amendment or proposal. In this case, the amendment or proposal will not be effective except with the approval of a majority in liquidation amount of that class of Trust Securities.

Despite the foregoing, no amendment or modification may be made to the Declaration if such amendment or modification would

cause the Trust to be classified for purposes of United States federal income taxation as other than a grantor trust,

reduce or otherwise adversely affect the powers of the Institutional Trustee in contravention of the Trust Indenture Act or

cause the Trust to be deemed an investment company which is required to be registered under the 1940 Act.

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Mergers, Consolidations or Amalgamations

The Trust may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety, to any corporation or other body, except as described below or as described above in Liquidation Distribution Upon Dissolution. The Trust may, with the consent of the Regular Trustees and without the consent of the holders of the Trust Securities, the Institutional Trustee or the Delaware Trustee, consolidate, amalgamate, merge with or into, be replaced by or convey, transfer or lease its property to, a trust organized as such under the laws of any State of the United States, provided, that:

if the Trust is not the survivor, such successor entity either

(1) expressly assumes all of the obligations of the Trust under the Trust Securities or

(2) substitutes for the Trust Securities other securities having substantially the same terms as the Trust Securities (the Successor Securities), so long as the Successor Securities rank the same as the Trust Securities rank with respect to distributions and payments upon liquidation, redemption and otherwise;

BANK ONE expressly acknowledges a trustee of such successor entity possessing the same powers and duties as the Institutional Trustee as the holder of the Junior Subordinated Debt Securities;

the Preferred Securities or any Successor Securities are listed, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or another organization on which the Preferred Securities are then listed or quoted;

the merger, consolidation, amalgamation or replacement does not cause the Preferred Securities, including any Successor Securities, to be downgraded by any nationally recognized statistical rating organization;

the merger, consolidation, amalgamation or replacement does not adversely affect the rights, preferences and privileges of the holders of the Trust Securities, including any Successor Securities, in any material respect, other than with respect to any dilution of the holders interest in the new entity;

the successor entity has a purpose substantially identical to that of the Trust;

prior to the merger, consolidation, amalgamation replacement, conveyance, lease or transfer, BANK ONE has received an opinion of a nationally recognized independent counsel to the Trust experienced in these matters to the effect that

(A) the transaction does not adversely affect the rights, preferences and privileges of the holders of the Trust Securities, including any Successor Securities, in any material respect, other than with respect to any dilution of the holders interest in the new entity, and

(B) following the transaction, neither the Trust nor the successor entity will be required to register as an investment company under the 1940 Act, and

BANK ONE guarantees the obligations of the successor entity under the Successor Securities at least to the extent provided by the Preferred Securities Guarantee and the Common Securities Guarantee, as described in the accompanying prospectus under the caption Description of the Preferred Securities Guarantee.

Despite the foregoing, the Trust will not, except with the consent of holders of 100 percent in liquidation amount of the Trust Securities, consolidate, amalgamate, merge with or into, or be replaced by, or convey, lease or transfer its property to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it, if such consolidation, amalgamation, merger, replacement conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal income tax purposes.

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Book-Entry Only IssuanceThe Depository Trust Company

The Depository Trust Company (DTC) will act as securities depositary (the Depositary) for the Preferred Securities. The Preferred Securities will be issued only as fully-registered securities registered in the name of Cede & Co., DTCs nominee, or such other nominee as selected by DTC. One or more fully-registered global Preferred Securities certificates (each, a Global Certificate) representing the total aggregate number of Preferred Securities, will be issued and will be deposited with DTC.

Beneficial interests in the Preferred Securities will be shown on, and transfers will be effected only through records maintained by DTC and its participants, including depositaries for Euroclear Bank, as operator of the Euroclear System (Euroclear) and Clearstream Banking Luxembourg S.A. (Clearstream). Investors may elect to hold beneficial interest in the Preferred Securities through either DTC (in the United States), Clearstream or Euroclear (outside the United States) if they are participants of such systems or directly through organizations which are participants in such systems.

The laws of some jurisdictions require that certain purchasers of securities take physical delivery of securities in definitive form (Certificated Securities). These laws may impair the ability to transfer beneficial interests in the global Preferred Securities as represented by a global certificate.

DTC is a limited-purpose trust company organized under the New York Banking Law, a banking organization within the meaning of the New York Banking Law, a member of the Federal Reserve System, a clearing corporation within the meaning of the New York Uniform Commercial Code and a clearing agency registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended (the Exchange Act). DTC holds securities that its participants (Participants) deposit with DTC. DTC also facilitates the settlement among Participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in Participants accounts, thereby eliminating the need for physical movement of securities certificates. Participants in DTC include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations (Direct Participants) . DTC is owned by a number of its Participants and by the New York Stock Exchange, the American Stock Exchange, Inc., and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others, such as securities brokers and dealers, banks and trust companies that clear transactions through or maintain a direct or indirect custodial relationship with a Direct Participant either directly or indirectly (Indirect Participants). The rules applicable to DTC and its Participants are on file with the SEC.

Purchases of Preferred Securities within the DTC system must be made by or through Participants, which will receive a credit for the Preferred Securities on DTCs records. The ownership interest of each actual purchaser of each Preferred Security (Beneficial Owner) is in turn to be recorded on the Participants and Indirect Participants records, including Euroclear and Clearstream. Beneficial Owners will not receive written confirmation from DTC of their purchases, but Beneficial Owners are expected to receive written confirmations providing details of the transactions, as well as periodic statements of their holdings, from the Direct or Indirect Participants through which the Beneficial Owners purchased Preferred Securities. Transfers of ownership interests in the Preferred Securities are to be accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Preferred Securities, except in the event that use of the book-entry system for the Preferred Securities is discontinued.

Transfers between Participants will be effected in accordance with DTCs procedures and will be settled in same-day funds. Transfers between participants in Euroclear and Clearstream will be effected in the ordinary way in accordance with their respective rules and operating procedures.

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require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in that system in accordance with the rules and procedures and within the established deadlines (Brussels time) of that system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the Preferred Securities in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositaries for Euroclear or Clearstream.

Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Preferred Security from a Participant in DTC will be credited, and any such crediting will be reported to the relevant Euroclear participant or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream, as the case may be) immediately following the DTC settlement date. Cash received in Euroclear or Clearstream as a result of sales of interests in a Preferred Security by or through a Euroclear participant or Clearstream participant to a Participant in DTC will be received with value on the DTC settlement date but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following the DTC settlement date.

DTC has no knowledge of the actual Beneficial Owners of the Preferred Securities. DTCs records reflect only the identity of the Direct Participants to whose accounts such Preferred Securities are credited, which may or may not be the Beneficial Owners. The Participants and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

So long as DTC, or its nominee, is the registered owner or holder of a Global Certificate, DTC or the nominee, as the case may be, will be considered the sole owner or holder of the Preferred Securities represented thereby for all purposes under the Declaration and the Preferred Securities. No beneficial owner of an interest in a Global Certificate will be able to transfer that interest except in accordance with DTCs applicable procedures, in addition to those provided for under the Declaration.

DTC has advised BANK ONE that it will take any action permitted to be taken by a holder of Preferred Securities, including the presentation of Preferred Securities for exchange as described below, only at the direction of one or more Participants to whose account the DTC interests in the Global Certificates are credited and only in respect of such portion of the aggregate liquidation amount of Preferred Securities as to which such Participant or Participants has or have given such direction. However, if there is a Declaration Event of Default, DTC will exchange the Global Certificates for Certificated Securities, which it will distribute to its Participants.

Conveyance of notices and other communications by DTC to Participants, by Participants to Indirect Participants, and by Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

Redemption notices in respect of the Preferred Securities held in book-entry form will be sent to Cede & Co. If less than all of the Preferred Securities are being redeemed, DTC will determine the amount of the interest of each Participant to be redeemed in accordance with its procedures.

Although voting with respect to the Preferred Securities is limited, in those cases where a vote is required, neither DTC nor Cede & Co. will itself consent or vote with respect to Preferred Securities. Under its usual procedures, DTC would mail an omnibus proxy to the Trust as soon as possible after the record date. The omnibus proxy assigns Cede & Co.s consenting or voting rights to those Participants to whose accounts the Preferred Securities are credited on the record date.

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with their respective holdings shown on DTCs records unless DTC has reason to believe that it will not receive payments on such payment date. Payments by Participants and Indirect Participants to Beneficial Owners will be governed by standing instructions and customary practices and will be the responsibility of such Participants and Indirect Participants and not of DTC, the Trust or the Company, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of distributions to DTC is the responsibility of the Trust, disbursement of such payments to Participants is the responsibility of DTC, and disbursement of these payments to the Beneficial Owners is the responsibility of Participants and Indirect Participants.

Except as provided in this prospectus supplement, a Beneficial Owner of an interest in a Global Certificate will not be entitled to receive physical delivery of Preferred Securities. Accordingly, each Beneficial Owner must rely on the procedures of DTC to exercise any rights under the Preferred Securities.

Although DTC has agreed to the foregoing procedures in order to facilitate transfers of interests in the Global Certificates among DTCs Participants, DTC is under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. Neither BANK ONE, the Trust nor the Institutional Trustee will have any responsibility for the performance by DTC or its Participants or Indirect Participants under the rules and procedures governing DTC. DTC may discontinue providing its services as securities depositary with respect to the Preferred Securities at any time by giving notice to the Trust. Under those circumstances, in the event that a successor securities depositary is not appointed, Preferred Security certificates are required to be printed and delivered. Additionally, the Trust, with the consent of BANK ONE, may decide to discontinue use of the system of book-entry transfers through DTC, or a successor depositary. In that event, certificates for the Preferred Securities will be printed and delivered. In each of the above circumstances, BANK ONE will appoint a paying agent for the Preferred Securities.

The information in this section concerning DTC and DTCs book entry system has been obtained from sources that BANK ONE and the Trust believe to be reliable, but neither BANK ONE nor the Trust takes responsibility for the accuracy of this information.

Payment

Payments on the Preferred Securities represented by the Global Certificates will be made to DTC, which will credit the relevant accounts at DTC on the applicable Distribution Dates. In the case of Preferred Securities represented by Certificated Securities, payments will be made by check mailed to the address of the holder entitled to the payment as the holders address appears on the securities register.

Registrar, Transfer Agent and Paying Agent

BOTC will act as registrar, transfer agent and paying agent for the Preferred Securities (the Paying Agent). A corporate trust office of BOTC is located at 1 Bank One Plaza, Chicago, Illinois 60670. If the Preferred Securities do not remain in book-entry only form, one or more additional paying agents may be appointed if so required by any rule or regulation of any securities exchange upon which the Preferred Securities may be listed at such time. The Paying Agent will be permitted to resign as Paying Agent upon 30 days written notice to the Regular Trustees and the Institutional Trustee. In the event that BOTC will no longer be the Paying Agent, the Institutional Trustee will appoint a successor to act as Paying Agent. A successor Paying Agent will be a bank or trust company acceptable to BANK ONE.

Registration of transfers of Preferred Securities will be made without charge by or on behalf of the Trust, but upon payment of any tax or other government charges which may be imposed in relation to the transfer. The Trust or BANK ONE may also require a transferee to provide certain indemnity in connection with a transfer.

The Trust will not be required to register or cause to be registered the transfer of Preferred Securities after such Preferred Securities have been called for redemption.

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Information Concerning the Institutional Trustee

The Institutional Trustee, prior to the occurrence of a default with respect to the Trust Securities and after the curing of any defaults that may have occurred, undertakes to perform only the duties as are specifically described in the Declaration. After a default, the Institutional Trustee will exercise the same degree of care as a prudent individual would exercise in the conduct of his or her own affairs. Subject to such provisions, the Institutional Trustee is under no obligation to exercise any of the powers vested in it by the Declaration at the request of any holder of Preferred Securities, unless offered reasonable indemnity by the holder against the costs, expenses and liabilities which might be incurred by it. However, the Institutional Trustee will not be relieved of its obligation to exercise the rights and powers vested in it by the Declaration following the occurrence of a Declaration Event of Default. The Institutional Trustee also will serve as trustee under the Preferred Securities Guarantee and the Junior Subordinated Indenture. For information concerning the relationship between the Institutional Trustee and BANK ONE, see BANK ONE Capital V in this prospectus supplement.

Governing Law

The Declaration and the Preferred Securities will be governed by, and construed in accordance with, the laws of the State of Delaware.

Miscellaneous

The Regular Trustees are authorized and directed to operate the Trust in such a way so that the Trust will not be required to register as an investment company under the 1940 Act or characterized as other than a grantor trust for United States federal income tax purposes. BANK ONE is authorized and directed to conduct its affairs so that the Junior Subordinated Debt Securities will be treated as indebtedness of BANK ONE for United States federal income tax purposes. In this connection, BANK ONE and the Regular Trustees are authorized to take any action, not inconsistent with applicable law, the Declaration or the certificate of incorporation of BANK ONE, that each of BANK ONE and the Regular Trustees determine in their discretion to be necessary or desirable to achieve that end, so long as the action does not adversely affect the interests of the holders of the Preferred Securities or vary the terms of the Preferred Securities.

Holders of the Preferred Securities have no preemptive rights.

DESCRIPTION OF THE PREFERRED SECURITIES GUARANTEE

Under the Preferred Securities Guarantee, BANK ONE will irrevocably and unconditionally agree, to the extent described in the Preferred Securities Guarantee, to pay in full as and when due to the holders of the Preferred Securities the Guarantee Payments as defined in the accompanying prospectus except to the extent paid by the Trust. BANK ONE will make these Guarantee Payments regardless of any defense, right of set-off or counterclaim which the Trust may have or assert. BANK ONEs obligation to make a Guarantee Payment may be satisfied by direct payment of the required amounts by BANK ONE to the holders of Preferred Securities or by causing the Trust to pay the amounts to these holders.

The Preferred Securities Guarantee has been qualified as an indenture under the Trust Indenture Act. Chase will act as the Preferred Securities Guarantee Trustee under the Preferred Securities Guarantee. The terms of the Preferred Securities Guarantee will be those described in such Preferred Securities Guarantee and those made part of such Preferred Securities Guarantee by the Trust Indenture Act. The Preferred Securities Guarantee will be held by the Preferred Securities Guarantee Trustee for the benefit of the holders of the Preferred Securities. A summary description of the Preferred Securities Guarantee appears in the accompanying prospectus under the caption Description of the Preferred Securities Guarantees.

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DESCRIPTION OF THE JUNIOR SUBORDINATED DEBT SECURITIES

The following is a description of the material terms and provisions of the Junior Subordinated Debt Securities in which the Trust will invest the proceeds from the issuance and sale of the Trust Securities. This description supplements the general terms and provisions of the Junior Subordinated Debt Securities described in the accompanying prospectus under the caption Description of the Junior Subordinated Debt Securities. The following description is not complete and is subject to, and is qualified in its entirety by reference to, the description in the accompanying prospectus and the Junior Subordinated Indenture, originally dated as of January 1, 1997 (the Base Indenture), between BANK ONE and Chase, as Trustee (the Debt Trustee), as supplemented by a First Supplemental Indenture, dated as of January 31, 1997, a Second Supplemental Indenture dated as of October 2, 1998, a Third Supplemental Indenture dated as of September 20, 1999, a Fourth Supplemental Indenture dated as of August 8, 2000, a Fifth Supplemental Indenture dated as of August 30, 2000, a Sixth Supplemental Indenture dated as of August 30, 2000 and a Seventh Supplemental Indenture dated as of January 30, 2001, (the Base Indenture, as so supplemented, is referred to in this prospectus supplement as the Junior Subordinated Indenture), the forms of which are filed as exhibits to the registration statement of which this prospectus supplement and the accompanying prospectus form a part. Certain capitalized terms used in this section of the prospectus supplement are defined in the Junior Subordinated Indenture.

BANK ONE will have the right to dissolve the Trust and cause the Junior Subordinated Debt Securities to be distributed to the holders of the Trust Securities.

General

The Junior Subordinated Debt Securities will be issued as unsecured indebtedness under the Junior Subordinated Indenture. The Junior Subordinated Debt Securities will be limited in aggregate principal amount to the amount which is the sum of the aggregate stated liquidation amounts of the Preferred Securities and the Common Securities.

The Junior Subordinated Debt Securities are not subject to a sinking fund provision. The entire principal amount of the Junior Subordinated Debt Securities will mature and become due and payable, together with any accrued and unpaid interest including Compound Interest and Additional Sums, if any, on January 30, 2031.

If Junior Subordinated Debt Securities are distributed to holders of Preferred Securities in liquidation of such holders interests in the Trust, the Junior Subordinated Debt Securities will initially be issued as a Global Security (as defined below under Book-Entry and Settlement). As described in this prospectus supplement, Junior Subordinated Debt Securities may be issued under certain limited circumstances in certificated form in exchange for a Global Security. See Book-Entry and Settlement below.

In the event that Junior Subordinated Debt Securities are issued in certificated form, the Junior Subordinated Debt Securities will be in denominations of $25 and multiples of $25 and may be transferred or exchanged at the offices described below. Payments on Junior Subordinated Debt Securities issued as a Global Security will be made to DTC, a successor depositary or, in the event that no depositary is used, to a Paying Agent for the Junior Subordinated Debt Securities. In the event Junior Subordinated Debt Securities are issued in certificated form, principal and interest will be payable, the transfer of Junior Subordinated Debt Securities will be registrable and Junior Subordinated Debt Securities will be exchangeable for Junior Subordinated Debt Securities of other denominations of a like aggregate principal amount at the corporate trust office of

the Institutional Trustee in New York, New York,

BOTC in Chicago, Illinois, or

any other Paying Agent or transfer agent appointed in addition to or instead of the foregoing.

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However, payment of interest may be made at the option of BANK ONE by check mailed to the address of the holder entitled to such payment or by wire transfer to an account appropriately designated by the holder entitled to the payment. So long as the holder of any Junior Subordinated Debt Securities is the Institutional Trustee, the payment of principal and interest on the Junior Subordinated Debt Securities held by the Institutional Trustee will be made at the place and to the account designated by the Institutional Trustee.

Any moneys deposited with the Debt Trustee or any Paying Agent, or then held by BANK ONE in trust, for the payment of principal of and premium, if any or interest on any Junior Subordinated Debt Securities and remaining unclaimed for two years after such principal and premium, if any, or interest has become due and payable will, at the request of BANK ONE, be repaid to BANK ONE. If this occurs, the holder of a Junior Subordinated Debt Security will look after that time, as a general unsecured creditor, only to BANK ONE for payment of the Junior Subordinated Debt Security.

The Junior Subordinated Indenture does not contain provisions that give holders of the Junior Subordinated Debt Securities protection in the event of a highly leveraged transaction or other similar transaction involving BANK ONE that may adversely affect those holders.

Subordination

The Junior Subordinated Indenture provides that the Junior Subordinated Debt Securities are subordinated and junior in right of payment to all present and future Existing Indebtedness, as defined in this prospectus supplement and which includes both senior and subordinated indebtedness for money borrowed, and General Obligations, as defined in this prospectus supplement. The Junior Subordinated Debt Securities rank equally and are equivalent to creditor obligations of those holding general unsecured claims not entitled to statutory priority under the United States Bankruptcy Code of 1978 or otherwise. In addition, no direct or indirect payment may be made of principal, premium, if any, or interest on the Junior Subordinated Debt Securities, or in respect of any redemption, repayment, retirement, purchase or other acquisition of any of the Junior Subordinated Debt Securities, at any time when there is a default in the payment of the principal of, premium, if any, interest on or otherwise with respect to any Existing Indebtedness, whether at maturity or any date fixed for prepayment or by declaration or otherwise, unless and until such default has been cured or waived or has ceased to exist or all Existing Indebtedness has been paid.

Upon any distribution of assets of BANK ONE to creditors upon any dissolution, winding-up, liquidation or reorganization, whether voluntary or involuntary, or in a bankruptcy, insolvency, receivership or other proceedings, the payment of the principal of, and interest on, the Junior Subordinated Debt Securities will, to the extent set forth in the Junior Subordinated Indenture, be subordinated in right of payment to the prior payment in full of all Existing Indebtedness and General Obligations of BANK ONE. Upon any payment or distribution of assets to creditors upon dissolution, winding-up, liquidation, reorganization, assignment for benefit of creditors, marshalling of assets or any bankruptcy, insolvency or similar proceedings of BANK ONE, the holders of all Existing Indebtedness and the creditors in respect of all General Obligations will first be entitled to receive payment in full of all amounts due or to become due before the holders of the Junior Subordinated Debt Securities will be entitled to receive and retain any payments in respect of the principal of, or interest on, the Junior Subordinated Debt Securities. By reason of such subordination, in the event of the insolvency of BANK ONE, holders of Existing Indebtedness and creditors in respect of General Obligations may receive more, ratably, and holders of Junior Subordinated Debt Securities having a claim pursuant to such securities may receive less, ratably, than other creditors of BANK ONE.

The term Existing Indebtedness means, with respect to BANK ONE, the principal of, premium, if any, and interest on

all of BANK ONEs indebtedness for money borrowed, but excluding trade accounts payable arising in the ordinary course of business, whether outstanding on the date of execution of the Junior Subordinated Indenture or thereafter created, assumed or incurred and

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any deferrals, renewals or extensions of any such Existing Indebtedness, except that Existing Indebtedness does not include

(1) any indebtedness that is by its terms subordinated to or ranks on an equal basis with the Junior Subordinated Debt Securities,

(2) any indebtedness between or among BANK ONE or its affiliates, including all other debt securities and guarantees in respect of those debt securities, issued to any other trust, or a trustee of such trust, partnership or other entity affiliated with BANK ONE that is a financing vehicle of BANK ONE (a financing entity) in connection with the issuance by that financing entity of securities that rank on an equal basis with, or junior to, the Trust Securities, and

(3) indebtedness evidenced by securities issued under an indenture dated as of November 15, 1996, between BANK ONE and Chase, as trustee (unless such securities are by their terms senior in right of payment to the securities previously issued under this indenture).

The term indebtedness for money borrowed as used in this section includes, without limitation, any obligation of, or any obligation guaranteed by, BANK ONE for the repayment of borrowed money, whether or not evidenced by bonds, debentures, notes or other written instruments, and any deferred obligation for the payment of the purchase price of property or assets.

The term General Obligations means all the obligations of BANK ONE to make payment on account of claims in respect of derivative products such as interest and foreign exchange rate contracts, commodity contracts and similar arrangements, other than (1) obligations on account of Existing Indebtedness, (2) obligations on account of indebtedness for money borrowed ranking on an equal basis with or subordinate to the Junior Subordinated Debt Securities and (3) obligations which by their terms are expressly stated not to be superior in right of payment of the Junior Subordinated Debt Securities or to rank on a parity with the Junior Subordinated Debt Securities.

Notwithstanding the previous paragraph, in the event that any rule, guideline or interpretation promulgated or issued by the Federal Reserve Board, or other competent regulatory agency or authority, as from time to time in effect, establishes or specifies criteria for the inclusion in regulatory capital of subordinated debt of a bank holding company requiring that such subordinated debt be subordinated to obligations to creditors in addition to those set forth above, then the term General Obligations will include such additional obligations to creditors (excluding trade accounts payable arising in the ordinary course of business), as from time to time in effect pursuant to such rules, guidelines or interpretations. For purposes of this definition, claim will have the meaning assigned thereto in Section 101(4) of the United States Bankruptcy Code of 1978, as amended to the date of the Junior Subordinated Indenture.

To the extent of any payments made on Existing Indebtedness and General Obligations, the rights of the holders of the Junior Subordinated Debt Securities will be subrogated to the rights of holders of Existing Indebtedness and General Obligations of BANK ONE until all amounts owing to the holders of the Junior Subordinated Debt Securities are paid in full. Such Existing Indebtedness and General Obligations will continue to be Existing Indebtedness and General Obligations and be entitled to the benefits of the subordination provisions irrespective of any amendment, modification or waiver of any term of such Existing Indebtedness and General Obligations.

The Junior Subordinated Indenture does not limit the aggregate amount of Existing Indebtedness that may be issued by BANK ONE or the amount of General Obligations which BANK ONE may incur. As of September 30, 2000, Existing Indebtedness and General Obligations of BANK ONE aggregated approximately $22.6 billion. In addition, because BANK ONE is a holding company, the Junior Subordinated Debt Securities are effectively subordinated to all existing and future liabilities of BANK ONEs subsidiaries, including depositors of its banking subsidiaries.

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Optional Redemption

Subject to BANK ONE having received prior approval of the Federal Reserve Board if then required under applicable law, rules guidelines or policies of the Federal Reserve Board, BANK ONE has the right to redeem the Junior Subordinated Debt Securities,

in whole or in part, at any time, on or after January 30, 2006, or

in whole, but not in part, at any time within 90 days following the occurrence of a Tax Event, Investment Company Event or Capital Treatment Event, or if the approval of the Federal Reserve Board is then required for redemption, on a later date as promptly as practicable after such approval is obtained,

in either case, upon not less than 30 nor more than 60 days notice. The redemption price for the Junior Subordinated Debt Securities will be equal to 100 percent of the principal amount to be redeemed plus any accrued and unpaid interest, including Additional Sums (as defined below), if any, to the redemption date.

In the event of any redemption, neither BANK ONE, the Debt Trustee nor any Paying Agent will be required to issue, register the transfer of or exchange

Junior Subordinated Debt Securities for the period beginning 15 days before the day of selection of Junior Subordinated Debt Securities to be redeemed and ending on the day of the mailing of the redemption notice, or

Junior Subordinated Debt Securities so selected for redemption, except, in the case of any Junior Subordinated Debt Securities being redeemed in part, any portion of such security not to be redeemed.

Interest

The Junior Subordinated Debt Securities will bear interest at a rate equal to 8% per annum (the Interest Rate), from January 30, 2001, payable quarterly in arrears on January 30, April 30, July 30 and October 30 of each year (each, an Interest Payment Date), commencing April 30, 2001. Such interest will be payable to the person in whose name the Junior Subordinated Debt Securities is registered, subject to certain exceptions, at the close of business on the Business Day next preceding such Interest Payment Date. In the event the Junior Subordinated Debt Securities are not in book-entry only form, except if the Junior Subordinated Debt Securities are held by the Institutional Trustee, the record dates will be the January 15, April 15, July 15 and October 15 prior to the applicable Interest Payment Date.

In the event that any Interest Payment Date is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day that is a Business Day, in each case with the same force and effect as if made on such date. The amount of interest payable on the Junior Subordinated Debt Securities for any full quarterly period will be computed on the basis of a 360-day year of twelve 30-day months and for any shorter period on the basis of the actual number of days elapsed per 90-day quarter.

Option to Extend Interest Payment Period

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then accrued and unpaid including any Additional Sums, together with interest on such amount, compounded quarterly at the Interest Rate to the extent permitted by applicable law (Compound Interest). During any extension period, BANK ONE will not, and will not permit any subsidiary of BANK ONE to:

declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of BANK ONEs capital stock or

make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of BANK ONE that rank on an equal basis in all respects with or junior in interest to the Junior Subordinated Debt Securities or make any guarantee payments with respect to any guarantee by BANK ONE of the debt securities of any subsidiary of BANK ONE if that guarantee ranks on an equal basis with or junior in interest to the Junior Subordinated Debt Securities, other than

(a) dividends or distributions in common stock of BANK ONE,

(d) purchases of common stock related to the issuance of common stock or rights under any of BANK ONEs benefit plans for its directors, officers, or employees and

(e) obligations under any dividend reinvestment and stock purchase plan.

Prior to the termination of any extension period, BANK ONE may further defer payments of interest by extending the interest payment period. This extension period, including all previous and further extensions, however, may not exceed 20 consecutive quarters or extend beyond the stated maturity of the Junior Subordinated Debt Securities. Upon the termination of any extension period and the payment of all amounts then due, BANK ONE may begin a new extension period, subject to the terms described in this section. No interest will be due and payable during an extension period, except at the end of the period.

BANK ONE has no present intention of exercising its right to defer payments of interest by extending the interest payment period on the Junior Subordinated Debt Securities.

If the Institutional Trustee is the sole holder of the Junior Subordinated Debt Securities, BANK ONE will give the Regular Trustees and the Institutional Trustee notice of its selection of an extension period at least one Business Day prior to the earlier of (A) the date distributions on the Preferred Securities are payable or (B) the date the Trustees or the Trust are required to give notice to the New York Stock Exchange, or other applicable self- regulatory organization, or to holders of the Preferred Securities of the record date or the date such distribution is payable, but in any event not less than one Business Day prior to the record date. The Regular Trustees will give notice of BANK ONEs selection of such extension period to the holders of the Preferred Securities.

If the Institutional Trustee is not the sole holder of the Junior Subordinated Debt Securities, BANK ONE will give the holders of the Junior Subordinated Debt Securities notice of its selection of the extension period at least ten Business Days before the earlier of (A) the next succeeding Interest Payment Date, or (B) the date upon which BANK ONE is required to give notice of the record date or payment date of the interest payment to the New York Stock Exchange, or other applicable self-regulatory organization, or to holders of the Junior Subordinated Debt Securities.

Additional Sums

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States, or any other taxing authority, then, in any such case, BANK ONE will pay additional sums (Additional Sums) on the Junior Subordinated Debt Securities. These additional amounts will be in amounts sufficient so that the net amounts received and retained by the Trust after paying any of these taxes, duties, assessments or other governmental charges will be not less than the amounts the Trust would have received had it not been subject to such taxes, duties, assessments or other governmental charges as a result of the Tax Event. This means that the Trust will be in the same position it would have been in if it did not have to pay such taxes, duties, assessments or other charges.

Indenture Events of Default

If any Indenture Event of Default occurs and is continuing, the Institutional Trustee, as the holder of the Junior Subordinated Debt Securities, will have the right to declare the principal of and the interest on the Junior Subordinated Debt Securities, including any Compound Interest and Additional Sums, if any, and any other amounts payable under the Junior Subordinated Indenture to be due and payable and to enforce its other rights as a creditor with respect to the Junior Subordinated Debt Securities. See Description of Junior Subordinated Debt SecuritiesEvents of Default, Waiver and Notice in the accompanying prospectus for a description of the Indenture Events of Default.

An Indenture Event of Default also constitutes a Declaration Event of Default. The holders of Preferred Securities in certain circumstances have the right to direct the Institutional Trustee to exercise its rights as the holder of the Junior Subordinated Debt Securities. See Description of the Preferred SecuritiesDeclaration Events of Default and Voting Rights.

In the case of the Junior Subordinated Debt Securities held by the Institutional Trustee on behalf of the Trust, a waiver of any default will not be effective until a majority in liquidation amount of the Trust Securities consent to the waiver. If the Junior Subordinated Indenture, however, requires the consent of a Super-Majority, the waiver will only be effective if the holders of at least the proportion in liquidation amount of the Trust Securities which the relevant Super-Majority represents of the aggregate principal amount of the Junior Subordinated Debt Securities outstanding so consent.

If an Indenture Event of Default has occurred and is continuing and such event is due to the failure of BANK ONE to pay interest or principal on the Junior Subordinated Debt Securities when due, BANK ONE acknowledges that a holder of Preferred Securities may then institute a Direct Action for payment on or after the respective due date. Despite any payments made to a holder of Preferred Securities by BANK ONE in connection with a Direct Action, BANK ONE will remain obligated to pay the principal of or interest on the Junior Subordinated Debt Securities held by the Trust or the Institutional Trustee of the Trust. BANK ONE will be subrogated to the rights of the holder of such Preferred Securities with respect to payments on the Preferred Securities to the extent of any payments made by BANK ONE to such holder in any Direct Action. The holders of Preferred Securities will not be able to exercise directly any other remedy available to the holders of the Junior Subordinated Debt Securities.

Book-Entry and Settlement

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Subordinated Debt Securities in definitive form. The Global Securities may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor Depositary or its nominee.

The laws of some jurisdictions require that certain purchasers of securities take physical delivery of securities in definitive form. These laws may impair the ability to transfer beneficial interests in a Global Security.

Except as provided below, owners of beneficial interests in a Global Security will not be entitled to receive physical delivery of Junior Subordinated Debt Securities in definitive form and will not be considered the holders, as defined in the Junior Subordinated Indenture, of the Junior Subordinated Debt Securities for any purpose under the Junior Subordinated Indenture. No Global Security representing Junior Subordinated Debt Securities will be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee. Accordingly, each Beneficial Owner must rely on the procedures of the Depositary or if that person is not a Participant, on the procedures of the Participant through which that person owns its interest in the Junior Subordinated Debt Securities to exercise any rights of a holder under the Junior Subordinated Indenture.

The Depositary

If Junior Subordinated Debt Securities are distributed to holders of Preferred Securities in liquidation of those holders interests in the Trust, DTC will act as Depositary for the Junior Subordinated Debt Securities. For a description of DTC and the specific terms of the depositary arrangements, see Description of the Preferred SecuritiesBook-Entry Only IssuanceThe Depository Trust Company. As of the date of this prospectus supplement, the description in this prospectus supplement of DTCs book-entry system and DTCs practices as they relate to purchases, transfers, notices and payments with respect to the Preferred Securities apply in all material respects to any debt obligations represented by one or more Global Securities held by DTC. BANK ONE may appoint a successor to DTC or any successor depositary in the event DTC or such successor depositary is unable or unwilling to continue as a depositary for the Global Securities.

None of BANK ONE, the Trust, the Institutional Trustee, any Paying Agent and any other agent of BANK ONE, or the Debt Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Security for Junior Subordinated Debt Securities or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Discontinuance of the Depositarys Services

A Global Security will be exchangeable for Junior Subordinated Debt Securities registered in the names of persons other than the Depositary or its nominee only if

the Depositary notifies BANK ONE that it is unwilling or unable to continue as a depositary for the Global Security and no successor depositary is appointed,

the Depositary, at any time, ceases to be a clearing agency registered under the Exchange Act at which time the Depositary is required to be so registered to act as such depositary and no successor depositary is appointed,

BANK ONE, in its sole discretion, determines that such Global Security will be so exchangeable, or

an Indenture Event of Default with respect to the Junior Subordinated Debt Securities has occurred.

Any Global Security that is exchangeable as provided in the preceding sentence will be exchangeable for Junior Subordinated Debt Securities registered in those names as the Depositary directs. It is expected that such instructions will be based upon directions received by the Depositary from its Participants with respect to ownership of beneficial interests in the Global Security.

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Governing Law

The Junior Subordinated Indenture and the Junior Subordinated Debt Securities will be governed by, and construed in accordance with, the laws of the State of New York.

Information Concerning the Debt Trustee

The Debt Trustee will have and be subject to all the duties and responsibilities specified with respect to an indenture trustee under the Trust Indenture Act. Subject to these provisions, the Debt Trustee is under no obligation to exercise any of the powers vested in it by the Junior Subordinated Indenture at the request of any holder of Junior Subordinated Debt Securities, unless offered reasonable indemnity by the holder against the costs, expenses and liabilities which might be incurred by it. The Debt Trustee is not required to expend or risk its own funds or otherwise incur personal financial liability in the performance of its duties if the Debt Trustee reasonably believes that repayment or adequate indemnity is not reasonably assured to it. The Debt Trustee also serves as the Institutional Trustee under the Declaration and the trustee under the Preferred Securities Guarantee. For information concerning the relationship between the Debt Trustee and the Company, see BANK ONE Capital V in this prospectus supplement.

Miscellaneous

The Junior Subordinated Indenture will provide that BANK ONE will pay all fees and expenses related to

the offering of the Trust Securities and the Junior Subordinated Debt Securities,

the organization, maintenance and dissolution of the Trust,

the retention of the BANK ONE Capital Trustees and

the enforcement by the Institutional Trustee of the rights of the holders of the Preferred Securities.

The payment of these fees and expenses will be fully and unconditionally guaranteed by BANK ONE.

EFFECT OF OBLIGATIONS UNDER THE JUNIOR SUBORDINATED DEBT

SECURITIES AND THE PREFERRED SECURITIES GUARANTEE

As described in the Declaration, the sole purpose of the Trust is to issue the Trust Securities evidencing undivided beneficial ownership interests in the assets of the Trust, and to invest the proceeds from the issuance and sale in the Junior Subordinated Debt Securities.

As long as payments of interest and other payments are made when due on the Junior Subordinated Debt Securities, these payments will be sufficient to cover distributions and payments due on the Trust Securities because of the following factors:

the aggregate principal amount of Junior Subordinated Debt Securities will be equal to the sum of the aggregate stated liquidation amount of the Trust Securities;

the interest rate and the interest and other payment dates on the Junior Subordinated Debt Securities will match the distribution rate and distribution and other payment dates for the Preferred Securities;

BANK ONE will pay all, and the Trust will not be obligated to pay, directly or indirectly, costs, expenses, debts and liabilities of the Trust, other than with respect to the Trust Securities; and

the Declaration provides that the BANK ONE Capital Trustees will not take or cause or permit the Trust to, among other things, engage in any activity that is not consistent with the purposes of the Trust.

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Payments of distributions, to the extent funds are available, and other payments due on the Preferred Securities, to the extent funds are available, are guaranteed by BANK ONE as and to the extent described under Description of the Preferred Securities Guarantees in the accompanying prospectus. If BANK ONE does not make interest payments on the Junior Subordinated Debt Securities, the Trust will not have sufficient funds to pay distributions on the Preferred Securities. The Preferred Securities Guarantee does not apply to any payment of distributions unless and until the Trust has sufficient funds for the payment of these distributions. The Preferred Securities Guarantee covers the payment of distributions and other payments on the Preferred Securities if and to the extent that BANK ONE has made a payment of interest or principal on the Junior Subordinated Debt Securities held by the Trust as its sole asset.

The Preferred Securities Guarantee, when taken together with BANK ONEs obligations under the Junior Subordinated Debt Securities and the Junior Subordinated Indenture and its obligations under the Declaration, including its obligations to pay costs, expenses, debts and liabilities of the Trust, other than with respect to the Trust Securities, provide a full and unconditional guarantee on a subordinated basis of amounts due on the Preferred Securities.

If BANK ONE fails to make interest or other payments on the Junior Subordinated Debt Securities when due, taking into account any extension period, the Declaration provides a mechanism for the holders of the Preferred Securities, using the procedures described in Description of the Preferred SecuritiesBook-Entry Only IssuanceThe Depository Trust Company and Voting Rights, to direct the Institutional Trustee to enforce its rights under the Junior Subordinated Debt Securities. If the Institutional Trustee fails to enforce its rights under the Junior Subordinated Debt Securities, a holder of Preferred Securities may, to the fullest extent permitted by law, institute a legal proceeding against BANK ONE to enforce the Institutional Trustees rights under the Junior Subordinated Debt Securities without first instituting any legal proceeding against the Institutional Trustee or any other person or entity.

If a Declaration Event of Default has occurred and is continuing and the event is due to the failure of BANK ONE to pay interest or principal on the Junior Subordinated Debt Securities when due, then a holder of Preferred Securities may institute a Direct Action for payment on or after the respective payment date. In connection with such Direct Action, BANK ONE will be subrogated to the rights of the holder of Preferred Securities under the Declaration to the extent of any payment made by BANK ONE to the holder of Preferred Securities in such Direct Action. BANK ONE, under the Preferred Securities Guarantee, acknowledges that the Preferred Securities Guarantee Trustee will enforce the Preferred Securities Guarantee on behalf of the holders of the Preferred Securities. If BANK ONE fails to make payments under the Preferred Securities Guarantee, any holder of Preferred Securities may institute a Direct Action against BANK ONE to enforce the Preferred Securities Guarantee Trustees rights under the Preferred Securities Guarantee without first instituting a legal proceeding against the Trust, the Preferred Securities Guarantee Trustee, or any other person or entity.

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UNITED STATES FEDERAL INCOME TAXATION

General

The following is a summary of applicable United States federal income tax consequences of the purchase, ownership, and disposition of the Preferred Securities. Unless otherwise stated, this summary deals only with Preferred Securities held as capital assets (generally, assets held for investment) by holders who purchase the Preferred Securities upon original issuance. This discussion does not address all aspects of United States federal income taxation that may be applicable to holders in light of their particular circumstances or to holders subject to special treatment under United States federal income tax law (including, without limitation, certain financial institutions, insurance companies, tax-exempt entities, dealers in securities, persons that will hold the Preferred Securities as a position in a straddle, or as part of a hedge or conversion transaction or other integrated investment and, except to the extent described below, Non-U.S. Holders). In addition, this summary does not address any aspects of state, local, or foreign tax laws. This summary is based on the United States federal income tax law in effect as of the date of this prospectus supplement, which is subject to change, possibly on a retroactive basis. Each investor is urged to consult his tax advisor as to the particular tax consequences of purchasing, owning and disposing of the Preferred Securities, including the application and effect of United States federal, state, local and foreign tax laws.

Classification of the Junior Subordinated Debt Securities

In connection with the issuance of the Junior Subordinated Debt Securities, Cravath, Swaine & Moore, tax counsel to BANK ONE and the Trust, will render an opinion generally to the effect that under current law and assuming full compliance with the terms of the Junior Subordinated Indenture and certain other documents, and based on certain facts and assumptions contained in such opinion, the Junior Subordinated Debt Securities to be held by the Trust will be classified, for United States federal income tax purposes, as indebtedness of BANK ONE.

Classification of BANK ONE Capital V

In connection with the issuance of the Preferred Securities, tax counsel will render an opinion generally to the effect that, under current law and assuming full compliance with the terms of the Declaration, the Junior Subordinated Indenture, and other documents, and based on certain facts and assumptions contained in such opinion, the Trust will be classified, for United States federal income tax purposes, as a grantor trust and not as an association taxable as a corporation. Accordingly, for United States federal income tax purposes, each holder of Preferred Securities will generally be treated as the owner of an undivided interest in the Junior Subordinated Debt Securities and, as further discussed below, each holder will be required to include in ordinary income its allocable share of interest, including original issue discount, paid or accrued on the Junior Subordinated Debt Securities.

Interest Income and Original Issue Discount

Under applicable Treasury Regulations, a debt instrument will be deemed to be issued with original issue discount if there is more than a remote contingency that periodic stated interest payments due on the instrument will not be timely paid. Because the exercise by BANK ONE of its option to defer the payment of stated interest on the Junior Subordinated Debt Securities would prevent BANK ONE from declaring dividends on any class of equity, BANK ONE believes that the likelihood of its exercising the option is remote within the meaning of the Regulations. As a result, BANK ONE intends to take the position, based on the advice of tax counsel, that the Junior Subordinated Debt Securities will not be deemed to be issued with original issue discount.

Accordingly, based on this position, stated interest payments on the Junior Subordinated Debt Securities will be includible in the ordinary income of a holder at the time that such payments are paid or accrued in accordance with the holders regular method of accounting. Because the Regulations have not yet been

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addressed in any published rulings or other published interpretations issued by the Internal Revenue Service, it is possible that the Internal Revenue Service could take a position contrary the position taken by BANK ONE.

Exercise of Deferral Option. If BANK ONE were to exercise its option to defer the payment of stated interest on the Junior Subordinated Debt Securities, the Junior Subordinated Debt Securities would be treated, solely for purposes of the original issue discount rules, as being re-issued at such time with original issue discount. Under those rules, a holder of the Junior Subordinated Debt Securities would be required to include original issue discount in ordinary income, on a current basis, over the period that the instrument is held even though BANK ONE would not be making any actual cash payments during the extended interest payment period. The amount of interest income includible in the taxable income of a holder of the Junior Subordinated Debt Securities would be determined on the basis of a constant yield method over the remaining term of the instrument and the actual receipt of future payments of stated interest on the Junior Subordinated Debt Securities would no longer be separately reported as taxable income. The amount of original issue discount that would accrue, in the aggregate, during the extended interest payment period would be approximately equal to the amount of the cash payment due at the end of such period. Any original issue discount included in income would increase the holders adjusted tax basis in the Junior Subordinated Debt Securities and the holders actual receipt of interest payments would reduce such basis.

Because income on the Preferred Securities will constitute interest income for United States federal income tax purposes, corporate holders of Preferred Securities will not be entitled to claim a dividends received deduction in respect of such income.

Receipt of Junior Subordinated Debt Securities or Cash upon Liquidation of BANK ONE Capital V

If BANK ONE exercises its right to dissolve the Trust and cause the Junior Subordinated Debt Securities to be distributed on a ratable basis to the holders of the Preferred Securities, such distribution would be treated as a nontaxable event to the holders. In such event, each holder of Preferred Securities would have an adjusted tax basis in the Junior Subordinated Debt Securities received in the liquidation equal to the adjusted tax basis in its Preferred Securities surrendered therefor and the holding period of the Junior Subordinated Debt Securities would include the period during which the holder had held the Preferred Securities. If, however, the Trust is characterized, for United States federal income tax purposes, as an association taxable as a corporation at the time of such liquidation, the distribution of the Junior Subordinated Debt Securities would constitute a taxable event to the holders of Preferred Securities.

If the Junior Subordinated Debt Securities are redeemed for cash and the proceeds of such redemption are distributed to holders in redemption of their Preferred Securities, the redemption would be treated as a sale of the Preferred Securities, in which gain or loss would be recognized, as described immediately below.

Sales of Preferred Securities

Upon the sale of the Preferred Securities, a holder will recognize gain or loss in an amount equal to the difference between the adjusted tax basis in the Preferred Securities and the amount realized in the sale, except to the extent of any amount received in respect of accrued but unpaid interest not previously included in income. This gain or loss will be a capital gain or loss and will be a long term capital gain or loss if the Preferred Securities have been held for more than one year.

The Preferred Securities may trade at a price that does not accurately reflect the value of accrued but unpaid interest, or original issue discount if the Junior Subordinated Debt Securities are treated as having been issued, or reissued, with original issue discount, with respect to the underlying Junior Subordinated Debt Securities. A holder who disposes of its Preferred Securities will be required to include in ordinary income (1) any portion of the amount realized that is attributable to the accrued but unpaid interest to the extent not previously included in income or (2) any amount of original issue discount that has accrued on its ratable share

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of the underlying Junior Subordinated Debt Securities during the taxable year of sale through the date of disposition. Any such income inclusion will increase the holders adjusted tax basis in his Preferred Securities disposed of. To the extent that the amount realized on the sale is less than the holders adjusted tax basis, a holder will recognize a capital loss. Subject to certain limited exceptions, capital losses cannot be applied to offset ordinary income for United States federal income tax purposes.

Non-U.S. Holders

For purposes of this discussion, a Non-U.S. Holder is any person other than: (i) a citizen or resident of the United States, (ii) a corporation or other entity taxable as a corporation created or organized in or under the laws of the United States or any political subdivision thereof, (iii) an estate the income of which is subject to United States federal income taxation regardless of its source or (iv) a trust if a United States court is able to exercise primary supervision over its administration and one or more United States persons have the authority to control all of its substantial decisions.

Generally, payments made to a holder of Preferred Securities that is a Non-U.S. Holder will not be subject to U.S. withholding taxes.

However, for the exemption from withholding taxes to apply to such holder, the holder must meet one of the following requirements. These requirements have been changed for interest paid on or after January 1, 2001.

The holder provides a completed Form W-8BEN (or substitute form) to the bank, broker or other intermediary through which such holder holds its Preferred Securities. The Form W-8BEN contains the holders name, address and a statement that the holder is the beneficial owner of the Preferred Securities and that the holder is not a U.S. Holder.

The holder holds its Preferred Securities directly through a qualified intermediary, and the qualified intermediary has sufficient information in its files indicating that the holder is not a U.S. Holder. A qualified intermediary is a bank, broker or other intermediary that (1) is either a U.S. or non-U.S. entity, (2) is acting out of a non-U.S. branch or office and (3) has signed an agreement with the IRS providing that it will administer all or part of the U.S. tax withholding rules under specified procedures.

The holder is entitled to an exemption from withholding tax on interest under a tax treaty between the U.S. and such holders country of residence. To claim this exemption, the holder must generally complete Form W-8BEN and fill out Part II of the form to state its claim for treaty benefits. In some cases, the holder may instead be permitted to provide documentary evidence of its claim to the intermediary, or a qualified intermediary may already have some or all of the necessary evidence in its files.

The interest income paid to a holder of Preferred Securities is effectively connected with the conduct of the holders trade or business in the U.S., and is not exempt from U.S. tax under a tax treaty. To claim this exemption, such holder must complete Form W-8ECI.

Even if the holder meets one of the above requirements, interest paid to the holder will be subject to withholding tax under any of the following circumstances:

The withholding agent or an intermediary knows or has reason to know that the holder is not entitled to an exemption from withholding tax. Specific rules apply for this test.

The IRS notifies the withholding agent that information that the holder or an intermediary provided concerning its status is false.

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An intermediary through which the holder holds the Preferred Securities fails to comply with the procedures necessary to avoid withholding taxes on the Preferred Securities. In particular, an intermediary is generally required to forward a copy of the holders Form W-8BEN (or other documentary information concerning such holders status) to the withholding agent for the Preferred Securities. However, if the holder holds its Preferred Securities through a qualified intermediaryor if there is a qualified intermediary in the chain of title between such holder and the withholding agent for the Preferred Securitiesthe qualified intermediary will not generally forward this information to the withholding agent.

The holder owns 10% or more of the voting stock of BANK ONE, is a controlled foreign corporation with respect to BANK ONE, or is a bank making a loan in the ordinary course of its business. In these cases, the holder will be exempt from withholding taxes only if it is eligible for a treaty exemption or if the interest income is effectively connected with such holders conduct of a trade or business in the U.S., as discussed above.

Interest payments made to a holder of Preferred Securities will generally be reported to the IRS and to the holder on Form 1042-S. However, this reporting does not apply to a holder if one of the following conditions applies:

The holder holds its Preferred Securities directly through a qualified intermediary and the applicable procedures are complied with.

The holder files Form W-8ECI.

The rules regarding withholding are complex and vary depending on the holders individual situation. They are also subject to change, and certain transition rules apply for calendar year 2001. In addition, special rules apply to certain types of non-U.S. holders of Preferred Securities, including partnerships, trusts, and other entities treated as pass-through entities for U.S. federal income tax purposes. Holders should consult with their tax advisor regarding the specific methods for satisfying these requirements.

In addition, a Non-U.S. Holder of Preferred Securities will not be subject to United States federal income tax on any gain realized upon the sale or other disposition of Preferred Securities unless (i) the gain is connected with a trade or business that the holder conducts in the United States or (ii) the holder is an individual, present in the United States for at least 183 days during the year in which such holder disposes of the Preferred Securities and certain other conditions are met.

Estate Taxes

If a Non-U.S. Holder is an individual, such holders Preferred Securities will not be subject to U.S. estate tax when such holder dies. However, this rule only applies if, at the holders death, payments on the Preferred Securities were not connected to a trade or business that such holder was conducting in the U.S.

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ERISA CONSIDERATIONS

Each of BANK ONE (the obligor with respect to the Junior Subordinated Debt Securities held by the Trust) and its affiliates and the Institutional Trustee may be considered a party in interest, within the meaning of the Employee Retirement Income Security Act of 1974, as amended (ERISA) or a disqualified person, within the meaning of Section 4975 of the Code, with respect to many employee benefit plans (Plans) that are subject to ERISA. The purchase and/or holding of Preferred Securities by a Plan that is subject to the fiduciary responsibility provisions of ERISA or the prohibited transaction provisions of Section 4975 of the Code, including individual retirement arrangements and other plans described in Section 4975(e)(1) of the Code, and with respect to which BANK ONE, the Institutional Trustee or any affiliate is a service provider, or otherwise is a party in interest or a disqualified person, may constitute or result in a prohibited transaction under ERISA or Section 4975 of the Code, unless the Preferred Securities are acquired pursuant to and in accordance with an applicable exemption, such as on of the following prohibited transaction class exemptions (PTCE):

PTCE 84-14an exemption for certain transactions determined by an independent qualified professional asset manager,

PTCE 91-38an exemption for certain transactions involving bank collective investment funds,

PTCE 90-1an exemption for certain transactions involving insurance company pooled separate accounts,

PTCE 95-60an exemption for transactions involving certain insurance company general accounts or

PTCE 96-23an exemption for certain transactions determined by an in-house asset manager.

Any purchaser or holder of the Preferred Securities or any interest in a Preferred Security will be deemed to have represented by its purchase and holding of the Preferred Securities that either (a) it is not a Plan or an entity whose underlying assets include plan assets by reason of any Plans investment in that entity and is not purchasing the securities on behalf of or with plan assets of any Plan or (b) it is eligible for exemptive relief available such as that provided under PTCE 96-23, 95-60 91-38, 90-1 or 84-14 with respect to such purchase or holding.

In addition, a Plan fiduciary considering the purchase of Preferred Securities should be aware that the assets of the Trust may be considered plan assets for ERISA purposes unless the Preferred Securities meet the conditions for the publicly offered securities exception from the plan asset rules under ERISA. These conditions include, but are not limited to, investment in the Preferred Securities by more than 100 investors independent of BANK ONE and each other.

In the event that the publicly offered securities exception were not available and the assets of the Trust were, accordingly, deemed to be plan assets of Plans that are holders of the Preferred Securities, the Institutional Trustee, as well as any other persons exercising discretion with respect to the Junior Subordinated Debt Securities, would be fiduciaries and parties in interest with respect to the investing Plans. To avoid certain additional prohibited transactions under ERISA and the Code that could thereby result, each investing Plan, by purchasing the Preferred Securities, will be deemed to have directed the Trust to invest in the Junior Subordinated Debt Securities and to have appointed the Institutional Trustee. In this regard, it should be noted that, in the event of a Declaration Event of Default, BANK ONE may not remove the Institutional Trustee. Any purchaser proposing to acquire Preferred Securities with assets of any Plan should consult with its counsel.

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UNDERWRITING

Subject to the terms and conditions described in the Underwriting Agreement, BANK ONE Capital V has agreed to sell to each of the Underwriters named below, and each of the Underwriters has severally agreed to purchase the number of Preferred Securities next to its name below. In the Underwriting Agreement, the several Underwriters have agreed, subject to the terms and conditions of the agreement, to purchase all the Preferred Securities offered under this prospectus supplement if any of the Preferred Securities are purchased.

Underwriters	Number of Preferred Securities
Morgan Stanley & Co. Incorporated	1,237,500
Banc One Capital Markets, Inc	1,237,500
A.G. Edwards & Sons, Inc	1,236,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated	1,236,000
Prudential Securities Incorporated	1,236,000
Salomon Smith Barney Inc	1,236,000
UBS Warburg LLC	1,236,000
ABN Amro Incorporated	70,000
Banc of America Securities LLC	70,000
Bear, Stearns & Co. Inc	70,000
CIBC World Markets Corp	70,000
Credit Suisse First Boston Corporation	70,000
Dain Rauscher Wessels	70,000
Deutsche Banc Alex. Brown Inc	70,000
First Union Securities, Inc	70,000
Goldman, Sachs & Co	70,000
Legg Mason Wood Walker, Incorporated	70,000
Lehman Brothers Inc	70,000
Raymond James & Associates, Inc	70,000
Charles Schwab & Co., Inc	70,000
U.S. Bancorp Piper Jaffray Inc	70,000
Wachovia Securities, Inc	70,000
Advest Inc	35,000
Robert W. Baird & Co. Incorporated	35,000
George K. Baum & Company	35,000
BB&T Capital Markets, a Division of Scott & Stringfellow	35,000
Crowell, Weedon & Co	35,000
Davenport & Company LLC	35,000
D.A. Davidson & Co	35,000
Doley Securities, Inc	35,000
Fahnestock & Co. Inc	35,000
Fifth Third Securities, Inc	35,000
Underwriters	Number of Preferred Securities
First Albany Corporation	35,000
Fleet Securities, Inc	35,000
Gibraltar Securities Co	35,000
Gruntal & Co., L.L.C	35,000
H&R BLOCK Financial Advisors, Inc	35,000
J.J.B. Hillard, W.L. Lyons, Inc	35,000
Janney Montgomery Scott LLC	35,000
Josephthal & Co. Inc	35,000
CL King & Associates, Inc	35,000
McDonald Investments Inc., a KeyCorp Company	35,000
McGinn, Smith & Co. Inc	35,000
Mesirow Financial, Inc	35,000
Morgan Keegan & Co., Inc	35,000
NatCity Investments, Inc	35,000
Parker/Hunter Incorporated	35,000
Pershing/ Division of Donaldson, Lufkin & Jenrette	35,000
Ragen MacKenzie, a Division of Wells Fargo Investments LLC	35,000
The Robinson-Humphrey Company, LLC	35,000
Muriel Siebert & Co., Inc	35,000
Southwest Securities, Inc	35,000
Stifel, Nicolaus & Company Incorporated	35,000
TD Securities (USA) Inc	35,000
Tucker Anthony Incorporated	35,000
Utendahl Capital Partners, L.P	35,000
Wedbush Morgan Securities	35,000
Wells Fargo/Van Kasper & Co	35,000
The Williams Capital Group, L.P	35,000
Total	11,000,000

The Underwriters propose to offer the Preferred Securities, in part, directly to the public at the initial public offering price included on the cover page of this prospectus supplement, and, in part, to certain securities dealers at such price less a concession of $0.50 per Preferred Security. The Underwriters may allow, and such dealers may reallow, a concession not in excess of $0.40 per Preferred Security to certain brokers and dealers. After the Preferred Securities are released for sale to the public, the offering price and other selling terms may from time to time be varied by the Underwriters.

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BANK ONE and the Trust have granted the Underwriters an option to purchase up to 1,000,000 additional Preferred Securities at the initial public offering price plus accrued distributions from January 30, 2001. Underwriting commissions will be paid by BANK ONE. Such option, which will expire fourteen days after the closing date for the issuance and sale of the Preferred Securities, may be exercised solely to cover over-allotments. To the extent that the Underwriters exercise such option, each of the Underwriters will have a firm commitment, subject to certain conditions, to purchase from the Trust approximately the same percentage of the Preferred Securities as the amount set forth next to such Underwriters name in the above table bears to the amount of Preferred Securities set forth as the total to be purchased in the above table.

In view of the fact that the proceeds of the sale of the Preferred Securities will ultimately be used to purchase the Junior Subordinated Debt Securities of BANK ONE, the Underwriting Agreement provides that BANK ONE will pay as compensation to the Underwriters arranging the investment of such proceeds, an amount in immediately available funds of $0.7875 per Preferred Security, or $8,622,500 in the aggregate, for the accounts of the several Underwriters. However, such compensation will be $0.50 per Preferred Security for sales of 10,000 or more Preferred Securities to a single purchaser.

Because the National Association of Securities Dealers, Inc. (NASD) is expected to view the Preferred Securities as interests in a direct participation program, this offering is being made in compliance with Rule 2810 of the NASDs Conduct Rules. The Underwriters may not confirm sales to any accounts over which they exercise discretionary authority without the prior written approval of the transaction by the customer.

During the period from the date of the Underwriting Agreement and continuing to and including the date that is fourteen days after the closing date for the issuance and sale of the Preferred Securities, neither the Trust nor BANK ONE will, without the prior written consent of Morgan Stanley & Co. Incorporated, directly or indirectly, offer, sell, offer to sell, or otherwise dispose of any Preferred Securities, any other beneficial interests in the assets of the Trust, or any preferred securities or any other securities of the Trust or BANK ONE which are substantially similar to the Preferred Securities, including any guarantee of such securities (except for the Preferred Securities offered by this prospectus supplement and the accompanying prospectus).

Each Underwriter has represented and agreed that (a) it has not offered or sold and prior to the date six months after the date of issue of the Preferred Securities will not offer or sell any Preferred Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments, as principal or agent, for the purposes of their businesses or otherwise in circumstances which do not constitute an offer to the public in the United Kingdom for the purposes of the Public Offers of Securities Regulations 1995, (b) it has complied, and will comply with, all applicable provisions of the Financial Services Act 1986 with respect to anything done by it in relation to the Preferred Securities in, from or otherwise involving the United Kingdom, and (c) it has only issued or passed on and will only issue or pass on in the United Kingdom any document received by it in connection with the issuance of the Preferred Securities to a person who is of a kind described in Article 11(3) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996 or is a person to whom the document may otherwise lawfully be issued or passed on.

A portion of the Preferred Securities will be offered by the Underwriters directly or through their representative selling agents outside the United States. Investors may elect to hold beneficial interests in the Preferred Securities through either DTC (in the United States), Clearstream or Euroclear (outside the United States), if they are participants of these systems, or indirectly through organizations which are participants in these systems.

Prior to this offering there has been no public market for the Preferred Securities. The Trust and BANK ONE have applied to list the Preferred Securities on the New York Stock Exchange. Trading of the Preferred Securities on the New York Stock Exchange is expected to commence within a 30-day period after the initial delivery of the Preferred Securities. The Underwriters have advised the Trust that they intend to make a market in the Preferred Securities prior to commencement of trading on the New York Stock Exchange.

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The Underwriters will have no obligation to make a market in the Preferred Securities, however, and may cease market making activities, if commenced, at any time. No assurance can be given as to the liquidity of the trading market for the Preferred Securities.

In order to meet one of the requirements for listing the Preferred Securities on the New York Stock Exchange, the Underwriters will undertake to sell the Preferred Securities to a minimum of 400 or more beneficial holders.

BANK ONE estimates that its expenses in connection with this offering, excluding underwriting discounts and commissions, will be approximately $275,000.

The Trust and BANK ONE have agreed to indemnify the Underwriters against, or contribute to payments that the Underwriters may be required to make in respect of, certain liabilities, including liabilities under the Securities Act.

It is expected that delivery of the Preferred Securities will be made against payment for them on or about January 30, 2001, which is the sixth business day following the date of this prospectus supplement (such settlement cycle being referred to in this prospectus supplement as T+6). The ability to settle secondary market trades of the Preferred Securities effected on the date of pricing and the succeeding business day may be affected by T+6 settlement.

In order to facilitate the offering of the Preferred Securities, the Underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the Preferred Securities. Specifically, the Underwriters may over-allot in connection with this offering, creating short positions in the securities for their own account. In addition, to cover over-allotment or to stabilize the price of the Preferred Securities, the Underwriters may bid for, and purchase, Preferred Securities in the open market. Finally, the Underwriters may reclaim selling concessions allowed to an underwriter or dealer for distributing Preferred Securities in this offering, if the Underwriters repurchase previously distributed Preferred Securities in transactions that cover syndicate short positions, in stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market price of the Preferred Securities above independent market levels. The Underwriters are not required to engage in these activities, and may end any of these activities at any time.

These transactions may be effected on the New York Stock Exchange, in the over-the-counter market, or otherwise. The Underwriters are not required to engage in any of these activities, or continue these activities if commenced.

One of the Underwriters, Banc One Capital Markets, Inc. (BOCM), is a wholly owned subsidiary of BANK ONE. The participation of BOCM in the offering and sale of the Preferred Securities will comply with Rule 2720 of the Conduct Rules of the NASD.

This prospectus supplement and the accompanying prospectus may be used by affiliates of BANK ONE, including BOCM, in connection with offers and sales related to secondary market transactions in the Preferred Securities. Any affiliate, including BOCM, may act as principal or agent in these transactions. These sales will be made at prices related to the prevailing market prices at the time of sale or otherwise.

Certain of the Underwriters engage in transactions with, and, from time to time, have performed services for, BANK ONE and its subsidiaries in the conduct ordinary course of business.

LEGAL MATTERS

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the Preferred Securities Guarantee and matters relating thereto will be passed upon for BANK ONE by Christine A. Edwards, Esq., Executive Vice President, Chief Legal Officer and Secretary of BANK ONE and for the Underwriters by Cravath, Swaine & Moore. Certain United States federal income taxation matters will be passed upon for BANK ONE and the Trust by Cravath, Swaine & Moore. Cravath, Swaine & Moore has represented and continues to represent BANK ONE from time to time in other matters.

Christine A. Edwards owns, or has rights to acquire under BANK ONEs employee benefit plans, an aggregate of less than 1% of the common stock of BANK ONE.

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$2,000,000,000

BANK ONE CORPORATION

Senior Debt Securities

Senior Subordinated Debt Securities

Junior Subordinated Debt Securities

BANK ONE Capital V

BANK ONE Capital VI

BANK ONE Capital VII

BANK ONE Capital VIII

BANK ONE Capital IX

BANK ONE Capital X

Preferred Securities

(fully and unconditionally guaranteed on a subordinated basis, as

described herein, by BANK ONE CORPORATION)

This prospectus contains a general description of the securities which BANK ONE CORPORATION and/or a BANK ONE Capital Trust may offer for sale. The specific terms of the securities will be contained in one or more supplements to this prospectus. Read the prospectus and any supplement carefully before you invest.

The securities will be unsecured obligations of BANK ONE CORPORATION and/or a BANK ONE Capital Trust and will not be savings accounts, deposits or other obligations of any bank and are not insured by the Federal Deposit Insurance Corporation, the Bank Insurance Fund or any other government agency.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

This prospectus may not be used to sell securities unless accompanied by a prospectus supplement.

The date of this prospectus is October 11, 2000.

Table of Contents

	Page
Summary	1
Where You Can Find More Information about BANK ONE and the BANK ONE Capital Trusts	2
Forward-Looking Statements	4
BANK ONE CORPORATION	6
Ratio of Earnings to Fixed Charges	7
The BANK ONE Capital Trusts	7
Use of Proceeds	9
Regulatory Matters	9
Description of Debt Securities	14
Senior Securities	20
Senior Subordinated Securities	21
Description of Junior Subordinated Debt Securities	26
Description of the Preferred Securities	31
Description of the Preferred Securities Guarantees	33
Effect of Obligations Under the Junior Subordinated Debt Securities and the Preferred Securities Guarantee	37
Global Securities	38
Plan of Distribution	40
Legal Matters	41
Experts	41

SUMMARY

This document is called a prospectus. This summary highlights selected information from this prospectus and may not contain all of the information that is important to you. To understand the terms of the securities, you should carefully read this prospectus with the attached prospectus supplement. This prospectus and the prospectus supplement together give the specific terms of the securities being offered. You should also read the documents referred to under the heading Where You Can Find More Information About BANK ONE and the BANK ONE Capital Trusts for information on BANK ONE CORPORATION and its financial statements. BANK ONE has its principal offices at 1 Bank One Plaza, Chicago, Illinois (telephone: 312-732-4000). Certain capitalized terms used in this summary are defined elsewhere in this prospectus.

BANK ONE CORPORATION, a Delaware corporation (also referred to as the Company, BANK ONE, us or we), and BANK ONE Capital V, BANK ONE Capital VI, BANK ONE Capital VII, BANK ONE Capital VIII, BANK ONE Capital IX and BANK ONE Capital X, each a statutory business trust formed under the laws of the State of Delaware (separately, each trust is also referred to as a BANK ONE Capital Trust and together as the BANK ONE Capital Trusts) have filed a registration statement with the Securities and Exchange Commission under a shelf registration procedure. Under this procedure BANK ONE and each BANK ONE Capital Trust, as applicable, may offer and sell from time to time, in one or more series, up to $2,000,000,000, or the equivalent in one or more foreign currencies or currency units, of any of the following securities:

unsecured senior debt securities,

unsecured senior subordinated debt securities,

unsecured junior subordinated debt securities,

preferred securities of a BANK ONE Capital Trust, and

guarantees, described below, relating to the preferred securities of each BANK ONE Capital Trust.

The securities may be sold for U.S. dollars, foreign-denominated currency or currency units. Amounts payable with respect to any securities may be payable in U.S. dollars or foreign-denominated currency or currency units.

This prospectus provides you with a general description of the securities we may offer. Each time we offer securities, we will provide you with a prospectus supplement that will describe the specific amounts, prices and terms of the securities being offered. The prospectus supplement may also add, update or change information contained in this prospectus.

The prospectus supplement will also contain information about certain United States federal income tax considerations relating to the securities covered by the prospectus supplement.

BANK ONE and each BANK ONE Capital Trust may sell securities to underwriters who will sell the securities to the public on terms fixed at the time of sale. In addition, the securities may be sold by BANK ONE and each BANK ONE Capital Trust directly or through dealers or agents designated from time to time. These agents may be affiliates of BANK ONE and each BANK ONE Capital Trust. If BANK ONE, directly or through agents, solicits offers to purchase the securities, BANK ONE reserves the sole right to accept and, together with its agents, to reject, in whole or in part, any offer.

The prospectus supplement will also contain, with respect to the securities being sold, the names of any underwriters, dealers or agents, together with the terms of offering, the compensation of these underwriters and the net proceeds to BANK ONE and each BANK ONE Capital Trust.

Any underwriters, dealers or agents participating in the offering may be deemed underwriters within the meaning of the Securities Act of 1933.

One or more of our subsidiaries may buy and sell any of the securities after the securities are issued as part of their business as a broker-dealer. Those subsidiaries may use this prospectus and the related prospectus supplement in these transactions. Any sale by a subsidiary will be made at the prevailing market price at the time of sale.

WHERE YOU CAN FIND MORE INFORMATION ABOUT BANK ONE AND THE BANK ONE CAPITAL TRUSTS

BANK ONE and each BANK ONE Capital Trust have filed a registration statement with the SEC. This prospectus is part of the registration statement but the registration statement also contains additional information and exhibits. BANK ONE also files proxy statements, annual, quarterly and special reports, and other information with the SEC. You may read and copy the registration statement and any reports, proxy statements and other information at the following public reference facility maintained by the SEC:

Public Reference Room

450 Fifth Street, N.W.

Room 1024

Washington, D.C. 20549

You can call the SEC for further information about its public reference room at 1-800-732-0330. Such material is also available at the SECs website at http://www.sec.gov.

The SEC allows BANK ONE to incorporate documents by reference in this prospectus. This means that by listing or referring to a document which BANK ONE has filed with the SEC in this prospectus, that document is considered to be a part of this prospectus and should be read with the same care. When BANK ONE updates the information contained in documents which have been incorporated by reference, by making future filings with the SEC, the information incorporated by reference in this prospectus is considered to be automatically updated.

The documents listed below are incorporated by reference into this prospectus:

BANK ONE SEC Filings	Period
Annual Report on Form 10-K	Year ended December 31, 1999 (as amended by a Form
10K/A dated April 6, 2000)
Quarterly Reports on Form 10-Q	Quarter ended:
	March 31, 2000
	June 30, 2000,
Current Reports on Form 8-K	Dated:
	January 11, 2000
	January 18, 2000
	March 20, 2000
	March 27, 2000
	April 18, 2000
	July 19, 2000
	August 14, 2000
	August 22, 2000
	September 6, 2000 (2 filings)

BANK ONE also incorporates by reference additional documents that it may file with the SEC between the date of this prospectus and the termination of the offering of the securities. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy statements.

Investor Relations

BANK ONE CORPORATION

1 Bank One Plaza

Mail Code IL1-0738

Chicago, Illinois 60670-0738

Telephone (312) 732-4812

If you request any incorporated documents from us, we will mail them to you by first class mail, or another equally prompt means, within one business day after we receive your request.

YOU SHOULD ONLY RELY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT OR INCORPORATED BY REFERENCE. BANK ONE HAS NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION.

No separate financial statements of any BANK ONE Capital Trust are included in this prospectus. BANK ONE and the BANK ONE Capital Trusts do not consider that such financial statements would be material to holders of the preferred securities because each BANK ONE Capital Trust is a newly formed special purpose entity, has no operating history or independent operations and is not engaged in and does not propose to engage in any activity other than holding as trust assets the junior subordinated debt securities of BANK ONE and issuing the trust securities.

Furthermore, taken together, BANK ONES obligations under each series of Junior Subordinated Debt Securities, the Junior Indenture under which the Junior Subordinated Debt Securities will be issued, the related Declaration and the related Preferred Securities Guarantee provide, in the aggregate, a full, irrevocable and unconditional guarantee of payments of distributions and other amounts due on the related preferred securities of a BANK ONE Capital Trust. For a more detailed discussion see The BANK ONE Capital Trusts, Description of Preferred Securities, Description of Junior Subordinated Debt Securities, Description of the Preferred Securities Guarantees and Effect of Obligations Under the Junior Subordinated Debt Securities and Preferred Securities Guarantee. BANK ONE does not expect that any of the BANK ONE Capital Trusts will be filing reports with the SEC under the Securities Exchange Act of 1934.

BANK ONE is not making an offer of its securities in any state or country where the offer is not permitted. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of a later date than the date of this prospectus or any prospectus supplement.

FORWARD-LOOKING STATEMENTS

This prospectus, including information included or incorporated by reference in this prospectus, contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, certain statements made in future SEC filings by BANK ONE, in press releases and in oral and written statements made by BANK ONE which are not statements of historical fact may constitute forward-looking statements. Examples of forward- looking statements include, without limitation:

projection of revenues, income or loss, earnings or loss per share, the payment or nonpayment of dividends, capital structure and other financial items;

statements of plans and objectives of BANK ONE or its management or its Board of Directors, including those relating to products or services;

statements of future economic performance; and

statements of assumptions underlying the above statements.

local, regional and international conditions may differ from those assumed in the statements;

changes in trade, monetary and fiscal policies and laws, including the interest rate policies of the Federal Reserve Board may have an adverse effect on BANK ONEs business;