¨    Preliminary Proxy Statement ¨    CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6 (E) (2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12

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No fee required.

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Fee computed on table below per Exchange Act Rules 14a-6 (i) (4) and 0-11.

(1)

Title of each class of securities to which transactions applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transactions computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined) :

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

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Fee paid previously with preliminary materials.

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

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BANK ONE CORPORATION

1 Bank One Plaza

Chicago, Illinois 60670

Sincerely,

JAMES DIMON

Chairman of the Board and

Chief Executive Officer

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1.

The election of 12 directors for a term of one year;

2.

The ratification of the appointment of KPMG LLP as Bank One’s independent auditor for 2002; and

3.

Such other business as may properly come before the meeting or any adjournments thereof.

By order of the Board of Directors,

CHRISTINE A. EDWARDS

Secretary

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held directly in your name with our transfer agent, EquiServe Trust Company, N.A., as a “holder of record”,

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held for you in an account with a broker, bank or other nominee (shares held in “street name”), and

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credited to your account in Bank One’s 401(k) Savings and Investment Plan or other stock ownership plan.

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have properly voted by Internet or telephone or submitted a proxy card prior to the meeting; or

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are present and vote in person at the meeting.

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election of 12 directors; and

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ratification of the appointment of KPMG LLP as independent auditor.

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By Internet or Telephone—You may submit your proxy by following the instructions on the proxy card. If you vote in this way, you do not need to return your proxy card. The telephone and Internet voting procedures are designed to authenticate your identity as a stockholder, allow you to give your voting instructions and confirm that your instructions have been recorded properly.

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By Mail—You may vote by mail by signing and dating your proxy card and mailing it in the envelope provided. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example as guardian, executor, trustee, custodian, attorney or officer of a corporation), you should indicate your name and title or capacity.

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If you are a stockholder of record, to vote your shares at the meeting you should bring the enclosed proxy card and proof of identity.

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If you hold your shares in street name, you must obtain a proxy in your name from your bank, broker or other holder of record in order to vote at the meeting.

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voting by telephone or the Internet at a later time,

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submitting a properly signed proxy card with a later date,

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voting in person at the Annual Meeting, or

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sending a signed statement to that effect to Bank One Corporation, Attn: Secretary, 1 Bank One Plaza, Mail Code IL1-0276, Chicago, Illinois 60670-0276.

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the integrity of Bank One’s financial statements,

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Bank One’s compliance with legal and regulatory requirements,

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the effectiveness of internal controls,

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the performance of Bank One’s internal and external auditors,

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policy standards and guidelines for risk management, and

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financial transactions, capital management and financial planning and performance.

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reviews and considers Bank One’s position and practices on issues in which the financial services industry interacts with the public,

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reviews the plans and results of compliance with the Community Reinvestment Act, fair lending laws and related consumer laws,

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reviews management’s plans and actions relating to philanthropic contributions, and

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reviews management’s plans and actions relating to current or emerging public policy issues.

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ensures the effectiveness of Bank One’s key executive officers (the “Planning Group”) and appropriate management continuity, including a succession plan for the Chief Executive Officer and other key members of the Planning Group,

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formally evaluates the performance of the Chief Executive Officer and reviews and recommends to the Board the Chief Executive Officer’s compensation,

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ensures the reasonableness and appropriateness of Planning Group compensation arrangements and levels,

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monitors overall soundness and effectiveness of officer and employee compensation and benefit programs,

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monitors overall soundness and effectiveness of employment-related policies and practices, including diversity and leadership development, and provides advice and counsel regarding human resources strategy, and

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evaluates the performance of the Board of Directors, reviews the compensation of directors, reviews and provides counsel on Board committee structure, and proposes new directors or responds to director candidates proposed by the Chairman and Chief Executive Officer or other directors.

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(a)

As set forth in the following table, the beneficial ownership amounts include shares subject to options held as of December 31, 2001, exercisable within 60 days, and also include any shares held pursuant to Bank One’s 401(k) plan as of December 31, 2001:

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(b)

This information is based on Schedule 13G filed on February 11, 2002, with the SEC by AXA Financial, Inc., a Delaware corporation (“AXA Financial”), and certain of its affiliated entities. 59,455,907 of such shares are held by unaffiliated third party client accounts managed by Alliance Capital Management L.P., as investment adviser (“Alliance Capital”). Alliance Capital is a majority-owned subsidiary of AXA Financial. 965,745 of such shares are held by The Equitable Life Assurance Society of the United States, an insurance company and an investment adviser (“Equitable Life”). Equitable Life is a subsidiary of AXA Financial. 1,287,378 of such shares are held by AXA Financial affiliated entities as follows: AXA Investment Managers Paris (France), 62,200 shares; AXA Investment Managers Hong Kong Ltd., 26,297 shares; AXA Investment Managers UK Ltd, 567,275 shares; AXA Investment Managers Den Haag, 57,680 shares; AXA Konzern AG (Germany), 137,226 shares; and AXA Rosenberg Investment Management LLC, 436,700 shares. AXA Financial and the above-named affiliated entities collectively have sole voting power with respect to 26,519,183 shares, shared voting power with respect to 19,586,081 shares, sole dispositive power with respect to 61,272,330 shares, and shared dispositive power with respect to 436,700 shares. AXA Financial’s address is 1290 Avenue of the Americas, New York, New York 10104.

(c)

This information is based on Schedule 13G filed on February 14, 2002, with the SEC by FMR Corp., a Massachusetts corporation (“FMR”), and its direct and indirect subsidiaries: Fidelity Management & Research Company (“Fidelity”), Fidelity Management Trust Company (“Fidelity Trust”), Fidelity International Limited (“Fidelity International”) and Strategic Advisers, Inc. (“Strategic Advisers”). Fidelity shares dispositive power with respect to 61,037,075 shares owned by the Fidelity Funds, to which it acts as investment adviser. The Board of Trustees of the Fidelity Funds has voting power with respect to these 61,037,075 shares; Fidelity carries out the voting of these shares under written guidelines established by the Board of Trustees. Fidelity Trust shares dispositive power with respect to 4,599,893 shares and shares voting power with respect to 4,030,993 of such shares; the power to vote with respect to the remaining 568,900 shares is held by the institutional accounts for which Fidelity Trust serves as investment manager. Fidelity International has sole dispositive power and sole voting power with respect to 3,100,233 shares. Strategic Advisers has sole dispositive power and shared voting power with respect to 11,906 shares. FMR’s address is 82 Devonshire Street, Boston, Massachusetts 02109.

(d)

Includes 74,289 shares Mr. Crown owns individually; 5,477,911 shares owned by partnerships of which Mr. Crown is a partner; 1,172,063 shares owned by a partnership whose partners include a corporation of which Mr. Crown is a director, officer and shareholder, and a trust of which Mr. Crown is a beneficiary; 781,404 shares owned by a not-for-profit corporation of which Mr. Crown is a director; and 1,517,820 shares owned by a partnership whose partners include a corporation of which Mr. Crown is a shareholder, and a partnership of which Mr. Crown is a partner. Also included are 197,909 shares owned by trusts of which Mr. Crown is a co-trustee; and 6,385 shares owned by Mr. Crown’s spouse. Mr Crown disclaims beneficial ownership of the shares held by the various persons and entities described above except for the shares he owns individually and, with respect to shares owned by entities, except to the extent of his interest in such entities.

(e)

Includes 1,000,000 shares owned by Mr. Dimon’s spouse.

(f)

Includes 896 shares, of which Mr. Hall disclaims beneficial ownership, owned by Mr. Hall’s spouse.

(g)

Includes 4,000 shares owned by a trust of which Mr. Kessler is trustee.

(h)

Includes 10,000 shares owned by Ms. Miller’s spouse and 1,200 shares Ms. Miller holds as custodian for her children; Ms. Miller disclaims beneficial ownership of these shares.

(i)

Includes 5,000 shares held in a retirement plan for Mr. Stratton’s benefit.

(j)

For purposes of this table, the term “executive officers” includes all persons who were members of the Planning Group on December 31, 2001.

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Compensation should be performance-driven, based on individual, business unit and overall corporate results;

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Compensation should be fair – more highly compensated employees should expect greater long-term, performance-based rewards but fewer entitlements or perquisites and greater cost-sharing for basic benefits; and

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Long-term, stock-based compensation and stock ownership at all levels, particularly by senior managers, executive officers and directors, is an essential component of overall compensation. At non-executive levels, stock ownership is available through discretionary savings vehicles, which also include a diverse range of investment alternatives.

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an annualized base salary of $1,000,000 which was not increased during 2001;

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for 2001 performance, an award under the Bonus Plan of $5,000,000 of which $3,000,000 was paid in cash and $2,000,000 was awarded in the form of restricted stock vesting 50% in three years and 50% in five years; and

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in February 2001, a grant of 215,000 non-qualified stock options vesting 20% per year over five years, following the Committee’s determination that Mr. Dimon be granted stock options in light of his decision to voluntarily give up a contractually guaranteed bonus payable under his Employment Agreement.

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the Standard & Poor’s 500 Index, and

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the Standard & Poor’s Banks Composite Index.

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(1)

Assumes $100 invested at December 31, 1996, with quarterly reinvestment of dividends.

(2)

At December 31 of each year.

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(a)

Mr. Dimon was named Chief Executive Officer in March 2000 and commenced employment with Bank One at that time. Ms. Bammann commenced employment with Bank One in October 2000, Mr. Boshart in September 2000, Mr. Heasley in January 2001, and Mr. Scharf in June 2000.

(1)

For 2001, bonuses awarded to executive officers pursuant to the Planning Group Annual Incentive Plan were paid approximately two-thirds in cash and one-third in restricted stock. For Ms. Bammann, the “Restricted Stock Awards” amount for 2001 is composed of restricted stock valued at $800,011 on the grant date (constituting approximately one-third of her 2001 bonus), and restricted stock valued at $179,978 on the grant date contractually guaranteed to her pursuant to her recruitment and hire arrangement. For Mr. Heasley, the “Restricted Stock Awards” amount is composed of restricted stock valued at $599,999 on the grant date (constituting approximately one-third of his bonus), and restricted stock valued at $2,148,330 on the grant date contractually guaranteed to him pursuant to his recruitment and hire arrangement. In addition, Ms. Bammann and Mr. Heasley had contractually guaranteed minimum cash bonus commitments for 2001, which are a portion of the amount listed for each in the “Bonus” column.

(2)

This column includes moving expenses for 2000 for Messrs. Dimon and Scharf of $103,668 and $52,016, respectively.

(3)

As of December 31, 2001, the total number of outstanding restricted shares and the value of the shares (based upon the $39.05 per share closing price) were as follows:

(4)

For Mr. Dimon, the number of stock options listed in this column for 2001 represents the sum of new and restorative stock options granted during the year. In 2001, Mr. Dimon was granted 215,000 new stock options. For a description of restorative stock options, see footnote (2) to the “Options/SAR Grants in Last Fiscal Year” table on page 16.

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(5)

For 2001, the amounts listed in this column are the values of split-dollar life insurance arrangements and the premiums paid therefor.

(6)

In addition to the commitments described in footnote (1) above, pursuant to their recruitment and hire arrangements, for 2000 Ms. Bammann had a contractually guaranteed minimum cash bonus commitment, and for 2001 Mr. Heasley had a contractually guaranteed minimum stock option award commitment, the amounts of which are set forth in this table.

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(1)

For Mr. Dimon, the first line denotes a new grant; the second line denotes a restorative grant on April 23, 2001. New stock option grant dates were: February 9, 2001 for Messrs. Dimon, Boshart and Scharf and the 50,000 share grant to Ms. Bammann; May 7, 2001 for the 125,000 share grant to Ms. Bammann; and December 28, 2000 for Mr. Heasley. All new stock options become exercisable in 20% increments on each of the first five anniversaries of the grant date, except for the 87,000 share grants to Messrs. Boshart and Scharf, which became exercisable six months after the grant date.

(2)

Restorative Option Feature: Stock options granted by Bank One include a feature which provides for the issuance of restorative options. The restorative feature allows a participant who exercises a stock option during the participant’s employment, and who pays all or a part of the exercise price of a stock option with shares of common stock held by the participant for at least six months, to receive a restorative option to purchase the number of shares of common stock equal to the number of whole shares used by the participant to pay the stock option’s exercise price and, for new options granted in 2001 and thereafter, tax withholding obligations related to the option exercise. Restorative options become exercisable six months after the date of grant. The expiration date of a restorative option is the expiration date of the original stock option to which it relates, and the exercise price is not less than 100% of the closing price of the common stock on the business day preceding the date the restorative option is granted.

(3)

The percentages shown are based on total options granted in 2001 (both new and restorative options) on 24,322,651 shares of common stock.

(4)

The grant date present values were determined using the Black-Scholes standard option pricing model. For all grants, the Black-Scholes value, an estimate based on assumptions about future stock price volatility and dividend yield, was 44.4% of the closing price on the business day preceding the date of grant. The estimated

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volatility of 42.25% and dividend yield of 2.58% were based on historical data. The estimated value also reflects a risk-free rate of return of 5.74% and a 10 year option term. No adjustments were made in calculating the grant date present value to account for potential forfeitures or the non-transferability of the option.

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(1)

The values are based on the $39.05 per share closing price of Bank One’s common stock on December 31, 2001, less the exercise price of the options.

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(1)

At December 31, 2001, Mr. Heasley was not yet eligible to participate in the PPAP and the Supplemental PPAP; eligibility begins on the first day of the month following completion of one year of service.

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Re

spectfully Submitted,

Th

e Audit and Risk Management Committee

Ro

bert D. Walter, Chair

Joh

n H. Bryan

La

ban P. Jackson, Jr.

Wi

lliam T. McCormick, Jr.

Da

vid C. Novak

Joh

n W. Rogers, Jr.

Fr

ederick P. Stratton, Jr.

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By order of the Board of Directors,

CHRISTINE A. EDWARDS

Secretary

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1.

Meet with the independent auditor to review the planning of its audit of the Corporation’s financial statements.

2.

Review the Corporation’s annual audited financial statements with management.

3.

Review with management and the independent auditor the Corporation’s quarterly financial results and assess the quality of the Corporation’s earnings.

4.

Review the representations of management and the findings of the independent auditor as to the effectiveness of the Corporation’s systems of internal controls in order to obtain reasonable assurance that the Corporation’s annual and quarterly financial reports are prepared in accordance with generally accepted accounting principles and are free from material fraud or error.

5.

Review with management, internal audit and the independent auditor significant accounting and reporting principles and practices applied by the Corporation in preparing its financial statements, including a discussion with the independent auditor regarding its judgments about the quality of the Corporation’s accounting principles used in financial reporting.

6.

Review changes to the Corporation’s accounting principles and practices that materially impact the Corporation’s consolidated financial statements.

7.

Discuss with the independent auditor matters relating to the conduct of the audit as required by professional auditing standards.

8.

Review with the independent auditor any problems or difficulties the auditor may have encountered in its work and any management letter provided by the auditor.

9.

Discuss and recommend to the Board of Directors whether the Corporation’s audited financial statements should be included in the Corporation’s annual report on Form 10-K.

10.

Recommend to the Board of Directors the appointment of the independent auditor, which firm shall be ultimately accountable to the Committee and the Board of Directors.

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11.

Approve the fees to be paid to the independent auditor for audit services, and, in accordance with adopted policies, review and approve as appropriate, fees to be paid to the independent auditor for non-audit services.

12.

Receive periodic written statements from the independent auditor delineating all relationships between the auditor and the Corporation, discuss with the auditor any disclosed relationships or services that may impact the objectivity and independence of the outside auditor, and if so determined by the Committee, recommend that the Board of Directors take appropriate action in response to the auditor’s report to satisfy itself of the independence of the auditor.

13.

Evaluate together with the Board of Directors the performance of the independent auditor and, if so determined by the Committee, recommend that the Board of Directors replace the independent auditor.

14.

Review appointment and replacement of the General Auditor and review annually the responsibilities, budget and staffing of the internal audit function.

15.

Review, as appropriate, risk management policies and procedures, including limits and limit allocations for credit risk, market risk, investment risk, liquidity risk and operating risk.

16.

Receive periodic reports regarding the Corporation’s contingent liabilities, and, as appropriate, review guidelines and procedures for assuming significant contingent liabilities.

17.

Review significant operational and customer service issues and monitor remediation of such issues as appropriate.

18.

Review, as appropriate, guidelines relating to the issuance of securities and capital actions.

19.

Review acquisitions, joint ventures and strategic arrangements from the perspective of assessing the risks assumed by such actions and implementing controls, if necessary, to limit such risks.

20.

Review reports of significant issues prepared by internal audit and other risk oversight functions.

21.

Review the assessment of management regarding compliance by subsidiary banks with laws and regulations designated by the FDIC as being essential for safety and soundness, and compliance by subsidiary banks with regulations of the OCC relating to fiduciary activities.

22.

Review within the purview of this Charter those policies of the Corporation with regard to which applicable laws, rules and regulations require Board of Directors’ approval and permit delegation to an appropriate committee of the Board of Directors.

23.

Prepare the report required by the rules of the Securities and Exchange Commission to be included in the Corporation’s annual proxy statement.

24.

Review the Corporation’s Code of Conduct and any significant violations reported by management or internal audit.

25.

Review the significant results of regulatory examinations of the Corporation.

26.

Review with the Corporation’s Chief Legal Officer matters that may have a material impact on the Corporation’s consolidated financial statements.

27.

Meet at least annually with the General Auditor and the independent auditor in separate executive sessions and meet periodically in such sessions with any other persons whom the Committee deems appropriate.

28.

Review and reassess the adequacy of this Charter periodically and recommend any proposed changes to the Board of Directors for approval.

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Bank One stockholders can vote their shares either over the telephone or the Internet. This eliminates the need to return the proxy/instruction card.

BANK ONE CORPORATION 1 BANK ONE PLAZA CHICAGO, ILLINOIS

VOTE BY TELEPHONE—1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy/instruction card in hand when you call. You will be prompted to enter your 12-digit Control Number which is located below and then follow the simple instructions the Vote Voice provides you.

VOTE BY INTERNET—www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy/instruction card in hand when you access the web site. You will be prompted to enter your 12-digit Control Number which is located below to obtain your records and to create an electronic voting instruction form.

VOTE BY MAIL

Mark, sign, and date your proxy/instruction card and return it in the postage-paid envelope we have provided or return it to Bank One Corporation, c/o ADP 51 Mercedes Way, Edgewood, NY 11717.

IMPORTANT: PLEASE VOTE AND SIGN YOUR PROXY/INSTRUCTION CARD AND RETURN IT IN THE ENVELOPE PROVIDED	Your vote over the telephone or the Internet authorizes the named proxies in the same manner as if you marked, signed, dated and returned your proxy/instruction card.

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