BANC ONE CORP/OH/, POS AM, 1994-06-28

BANC ONE CORP/OH/
POS AM, 1994-06-28
NATIONAL COMMERCIAL BANKS

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<PAGE> 1

Filed with the Securities and Exchange Commission on June 28, 1994

Registration No. 33-53947

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

AMENDMENT NO. 1 TO
F O R M S - 4
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

BANC ONE CORPORATION
(Exact name of Registrant as specified in its charter)

Ohio
(State or other jurisdiction of incorporation or organization)

6712
(Primary Standard Industrial Classification Code Number)

31-0738296
(I.R.S. Employer Identification No.)

100 East Broad Street, Columbus, Ohio 43271, (614) 248-5944
(Address, including Zip Code, and telephone number, including area code,
of Registrant's principal executive offices)

Roman J. Gerber, Esq., BANC ONE CORPORATION
100 East Broad Street, Columbus, Ohio 43271, (614) 248-5903
(Name, address, including Zip Code, and telephone number,
including area code, of agent for service)

With Copies to:

Fred A. Summer, Esq.
Squire, Sanders & Dempsey
41 South High Street
Columbus, Ohio 43215
(614) 365-2743

Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after the effective date of this Registration
Statement and all other conditions to the merger of a wholly owned subsidiary
of the Registrant with and into Liberty National Bancorp, Inc. pursuant to the
Merger Agreement described in the enclosed Prospectus and Proxy Statement have
been satisfied or waived.

If the securities being registered on this Form are being offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following box. --

02663 BAN131274 Form_S-4_Amendment_No._1_A June 27, 1994 17:34
<PAGE> 2
Calculation of Registration Fee
===============================================================================

<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Title of each class Amount offering aggregate Amount of
of securities to be price offering registration
to be registered registered(1) per unit(2) price(2) fee(2)
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 28,500,000 $28.7676 $819,875,350 $282,716(3)
</TABLE>

===============================================================================

(1) Based on an estimate of the maximum number of shares of common
stock of the Registrant to be issued in connection with the
merger of a wholly owned subsidiary of the Registrant with and
into Liberty National Bancorp, Inc.

(2) Estimated solely for purpose of computing the registration fee
based upon the $30.75 closing sales price of the Common Stock of
Liberty National Bancorp, Inc. as reported in the Nasdaq
National Market on June 23, 1994, in accordance with Rule
457(f)(1) of the General Rules and Regulations under the
Securities Act of 1933.

(3) Of this amount, $256,577 was paid upon the original filing of the
Registration Statement.
______________________________

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 of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
===============================================================================

02663 BAN131274 Form_S-4_Amendment_No._1_A June 27, 1994 17:34
<PAGE> 3
BANC ONE CORPORATION
Cross Reference Sheet

<TABLE>
<CAPTION>
Caption in Prospectus
Item of Form S-4 and Proxy Statement
- -------------------------------------- ---------------------------
<S> <C> <C>
A. Information about the Transaction
---------------------------------

Item 1 - Forepart of Registration Outside Front Cover Page
Statement and Outside Front Cover Reference Sheet
Page of Prospectus

Item 2 - Inside Front and Outside Available Information; Incorpora-
Back Cover Pages of Prospectus tion by Reference; Table of
Contents

Item 3 - Risk Factors, Ratio of Summary
Earnings to Fixed Charges and
Other Information

Item 4 - Terms of the Transaction Merger; Comparative Rights of
Shareholders

Item 5 - Pro Forma Financial Infor-
mation *

Item 6 - Material Contacts with Background of Transaction
the Company Being Acquired

Item 7 - Additional Information *
Required for Reoffering by
Persons and Parties Deemed To Be
Underwriters

Item 8 - Interests of Named Interests of Named Experts and
Experts and Counsel Counsel

Item 9 - Disclosure of Commission *
Position on Indemnification for
Securities Act Liabilities

B. Information about the Registrant
--------------------------------

Item 10 - Information with Respect Information about BANC ONE
to S-3 Registrants

Item 11 - Incorporation of Certain Incorporation of Certain Informa-
Information by Reference tion About BANC ONE by Reference;
Incorporation by Reference
</TABLE>

02663 BAN131274 Form_S-4_Amendment_No._1_A June 27, 1994 17:34
<PAGE> 4
<TABLE>
<CAPTION>
Caption in Prospectus
Item of Form S-4 and Proxy Statement
- -------------------------------------- ---------------------------
<S> <C> <C>
Item 12 - Information with Respect *
to S-2 or S-3 Registrants

Item 13 - Incorporation of Certain *
Information by Reference

Item 14 - Information with Respect *
to Registrants Other Than S-2 or
S-3 Registrants

C. Information about the Company
Being Acquired
-----------------------------

Item 15 - Information with Respect Information about Liberty;
to S-3 Companies Incorporation of Certain
Information about Liberty
by Reference; Incorporation by
Reference

Item 16 - Information with Respect *
to S-2 or S-3 Companies

Item 17 - Information with Respect *
to Companies Other Than S-2 or
S-3 Companies

D. Voting and Management Information
---------------------------------

Item 18 - Information if Proxies, The Special Meeting of Shareholders;
Consents or Authorizations Are To Voting and Management Information;
Be Solicited Incorporation of Certain Informa-
tion About BANC ONE by Reference;
Incorporation of Certain Informa-
tion About Liberty by Reference;

Item 19 - Information if Proxies, *
Consents or Authorizations Are
Not To Be Solicited or in an
Exchange Offer
</TABLE>

* Omitted because item is inapplicable or answer to item is negative

02663 BAN131274 Form_S-4_Amendment_No._1_A June 27, 1994 17:34
<PAGE> 5

LIBERTY NATIONAL BANCORP, INC.

June 28, 1994

Dear Shareholder:

You are cordially invited to attend the Special Meeting of Shareholders of
Liberty National Bancorp, Inc. ("LIBERTY") to be held at Commonwealth
Convention Center, 221 Fourth Avenue, Rooms 105 and 106, Louisville, Kentucky
on August 3, 1994, at 10:30 a.m., local time.

At the Special Meeting you will be asked to consider and vote upon a merger
proposal pursuant to which a wholly owned subsidiary of BANC ONE CORPORATION
("BANC ONE") will merge with and into LIBERTY (the "Merger Proposal"). The
Merger Proposal includes approval of (i) a Merger Agreement dated as of
November 2, 1993, and amended as of May 19, 1994, and the related Plan of
Merger and Reorganization, and (ii) a proposed amendment to the Merger
Agreement and alternate Plan of Merger and Reorganization. In the merger, each
outstanding share of LIBERTY Common Stock will be converted into shares of BANC
ONE Common Stock, as described more fully in the accompanying Prospectus and
Proxy Statement.

YOUR BOARD OF DIRECTORS BELIEVES THAT THE TERMS OF THE MERGER ARE IN THE BEST
INTERESTS OF LIBERTY SHAREHOLDERS, WILL PROVIDE SIGNIFICANT VALUE TO ALL
LIBERTY SHAREHOLDERS, AND WILL ENABLE HOLDERS OF LIBERTY COMMON STOCK TO
PARTICIPATE IN THE EXPANDED OPPORTUNITIES FOR GROWTH THAT THE MERGER WILL MAKE
POSSIBLE.

If BANC ONE Common Stock is valued during the valuation period at less than
$34.55 per share, it is the current intention of the Board of Directors to
deliver a notice to terminate the merger to BANC ONE. In certain
circumstances, BANC ONE could then elect to nullify the termination by
increasing the number of shares of BANC ONE Common Stock payable to LIBERTY
shareholders to provide a minimum of $32.00 in value per share of LIBERTY
Common Stock. These matters are described in greater detail in the
accompanying Prospectus and Proxy Statement on pages 12-13 in the "SUMMARY"
section and on pages 44-45 in the "MERGER" section. I urge you to read the
entire Prospectus and Proxy Statement carefully.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF THE
APPROVAL OF THE MERGER PROPOSAL.

Additional information is contained in the accompanying Prospectus and Proxy
Statement. Please

02663 BAN131274 Form_S-4_Amendment_No._1_A June 27, 1994 17:34
<PAGE> 6
indicate your voting instructions, sign and date the enclosed proxy card and
mail it promptly in the return envelope provided. Whether or not you plan to
attend the meeting, it is important that you return the enclosed proxy card so
that your shares of LIBERTY Common Stock are voted.

PLEASE DO NOT SEND IN ANY STOCK CERTIFICATES AT THIS TIME. If the Merger
Proposal is approved, you will be sent instructions regarding the mechanics of
exchanging your existing LIBERTY Common Stock certificates for new certificates
representing shares of BANC ONE Common Stock.

Sincerely,

Malcolm B. Chancey, Jr.
Chairman of the Board,
President and Chief Executive Officer

02663 BAN131274 Form_S-4_Amendment_No._1_A June 27, 1994 17:34
<PAGE> 7
LIBERTY NATIONAL BANCORP, INC.
416 WEST JEFFERSON STREET
LOUISVILLE, KENTUCKY 40202

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 3, 1994

To the Shareholders of Liberty National Bancorp, Inc.:

A Special Meeting of the holders of Common Stock of Liberty National Bancorp,
Inc. ("LIBERTY") will be held at the Commonwealth Convention Center, 221 Fourth
Avenue, Rooms 105 and 106, Louisville, Kentucky, on Wednesday, August 3, 1994,
at 10:30 a.m. local time, for the purpose of voting on the following matters:

1. MERGER. A proposal (the "Merger Proposal") to approve
(i) the Merger Agreement dated as of November 2, 1993, and
amended as of May 19, 1994, by and among LIBERTY, BANC
ONE CORPORATION ("BANC ONE") a wholly owned subsidiary
of BANC ONE, created solely for purposes of the merger,
and the related Plan of Merger and Reorganization, and
(ii) a proposed amendment to the Merger Agreement and
an alternate Plan of Merger and Reorganization, providing
for the merger of the BANC ONE subsidiary with and into
LIBERTY as more fully described in the attached
Prospectus and Proxy Statement; and to authorize such
other action by the Board of Directors of LIBERTY and any
of its executive or proper officers as may be necessary
or appropriate to carry out the objects, intents, and
purposes of the Merger Proposal.

2. OTHER BUSINESS. Such other matters as may properly come
before the meeting or any adjournment thereof.
Management currently knows of no other business to be
brought before the Special Meeting.

The LIBERTY Board of Directors has fixed June 15, 1994 as the record date for
the determination of shareholders entitled to notice of and to vote at the
Special Meeting and any adjournment or adjournments thereof. Only the holders
of record of LIBERTY Common Stock at the close of business on such date are
entitled to

02663 BAN131274 Form_S-4_Amendment_No._1_A June 27, 1994 17:34
<PAGE> 8
notice of and to vote at the meeting or at any adjournments thereof.

THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF THE OUTSTANDING SHARES OF
LIBERTY COMMON STOCK IS REQUIRED FOR APPROVAL OF THE MERGER PROPOSAL. YOUR
VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN.

Shareholders are invited to attend the Special Meeting in person. However,
whether or not you plan to attend the Special Meeting, you are urged to
complete and sign the enclosed proxy card and mail it in the enclosed return
envelope, which requires no postage if mailed in the United States. If a proxy
card is properly executed, returned to LIBERTY, and not revoked, the shares
represented by such card will be voted in accordance with the instructions
contained therein. If no instruction is given, those shares will be voted for
approval of the Merger Proposal. FAILURE TO RETURN THE ENCLOSED PROXY CARD OR
TO VOTE AT THE MEETING WILL HAVE THE SAME EFFECT AS A VOTE AGAINST THE Merger
Proposal. If you do attend the meeting and decide that you wish to vote in
person, you may revoke your proxy card at any time prior to the taking of the
vote at the Special Meeting.

BY ORDER OF THE BOARD OF DIRECTORS

_________________________________
Malcolm B. Chancey, Jr.
Chairman of the Board, President
and Chief Executive Officer

Louisville, Kentucky
June 28, 1994

02663 BAN131274 Form_S-4_Amendment_No._1_A June 27, 1994 17:34
<PAGE> 9
PROSPECTUS
28,500,000 Shares
BANC ONE CORPORATION
Common Stock

LIBERTY NATIONAL BANCORP, INC.
PROXY STATEMENT
for
Special Meeting of Shareholders
August 3, 1994

This Prospectus and Proxy Statement (the "Prospectus" or "Prospectus and Proxy
Statement") relates to a special meeting of shareholders (the "Special
Meeting") of Liberty National Bancorp, Inc. ("LIBERTY"). At the Special
Meeting, shareholders will consider the proposed merger of Aaron Acquisition
Corporation ("Acquisition Corp."), a wholly owned subsidiary of BANC ONE
CORPORATION ("BANC ONE"), with and into LIBERTY. If the proposed merger (the
"Merger") is consummated, each outstanding share of LIBERTY Common Stock
("LIBERTY Common Stock"), will be converted into shares of BANC ONE Common
Stock, no par value ("BANC ONE Common Stock") at a rate which will be
determined prior to the date the Merger becomes effective but which will not be
less than .8750 or more than .9262 share of BANC ONE Common Stock for each
share of LIBERTY Common Stock, subject to adjustment in certain circumstances.
If the average closing trading price for BANC ONE Common Stock during the
"Valuation Period" (defined in the Merger Agreement (as hereinafter defined) as
the fifteen consecutive days on which shares of BANC ONE Common Stock are
traded on the New York Stock Exchange ("NYSE") ending on the eighth NYSE
trading day immediately prior to the consummation of the Merger) is less than
$34.55, LIBERTY can elect to terminate the Merger Agreement. However, if the
average closing price is less than $34.55 but equal to or more than $31.82,
BANC ONE has the option to increase the number of shares of BANC ONE Common
Stock to be received for each share of LIBERTY Common Stock to a number of
shares of BANC ONE Common Stock that would provide $32.00 in value per share of
LIBERTY Common Stock and thereby nullify the termination election by LIBERTY.
If the average closing trading price is less than $31.82, LIBERTY may elect to
terminate the Merger Agreement upon LIBERTY's delivery of a termination notice
to BANC ONE. See "MERGER--Exchange Rate."

LIBERTY is submitting a single proposal (the "Merger Proposal") for shareholder
approval at the Special Meeting. The Merger Proposal includes (i) the Merger
Agreement dated November 2, 1993 and

-1-
02663 BAN131274 Form_S-4_Amendment_No._1_A June 27, 1994 17:34
<PAGE> 10
amended as of May 19, 1994, and the related Plan of Merger and Reorganization
(together, the "Merger Agreement"), and (ii) a proposed amendment to the Merger
Agreement and an alternate Plan of Merger and Reorganization (together, the
"Proposed Amendment") which would allow LIBERTY to offer BANC ONE the option
to increase the Exchange Rate to provide $32.00 in value per LIBERTY share if
the average closing price for BANC ONE Common Stock during such Valuation
Period is less than $31.82. BANC ONE and Acquisition Corp. have not agreed to
the Proposed Amendment, nor can there be any assurance that they will agree to
it. See "MERGER--Alternate Plan of Merger."

The Merger is subject to the approval of the holders of a majority of the
outstanding shares of LIBERTY Common Stock and to the satisfaction of certain
other conditions, including obtaining various regulatory approvals. This
Prospectus and Proxy Statement does not cover any resales of BANC ONE Common
Stock received by affiliates of LIBERTY upon consummation of the Merger, and no
person is authorized to make use of this Prospectus and Proxy Statement in
connection with any such resale.

BANC ONE paid a 10% stock dividend on March 4, 1994. Pursuant to the Merger
Agreement, the exchange rates and price comparisons set forth herein have been
adjusted to give effect to such stock dividend.

The outstanding shares of BANC ONE Common Stock are, and the shares of BANC ONE
Common Stock offered hereby will be, listed and traded on the New York Stock
Exchange. The closing price of BANC ONE Common Stock on the New York Stock
Exchange on June 24, 1994 was $34.38.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

The Special Meeting will be held at the Commonwealth Convention Center, 221
Fourth Avenue, Rooms 105 and 106, Louisville, Kentucky, on August 3, 1994, to
consider a proposal to approve the Merger Proposal.

The date of this Prospectus and Proxy Statement is June 28, 1994.

-2-
02663 BAN131274 Form_S-4_Amendment_No._1_A June 27, 1994 17:34
<PAGE> 11

TABLE OF CONTENTS

AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . 5

INCORPORATION BY REFERENCE . . . . . . . . . . . . . . . . . . . . 5

SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Introduction . . . . . . . . . . . . . . . . . . . . 7
Parties to the Merger . . . . . . . . . . . . . . . . 7
Terms of Agreement and Exchange Rate . . . . . . . . 8
Management After the Merger . . . . . . . . . . . . . 9
Tax Consequences . . . . . . . . . . . . . . . . . . 9
Date, Time and Place of Special Meeting of
Shareholders of LIBERTY . . . . . . . . . . . . . 9
Purpose of the Special Meeting of LIBERTY . . . . . . 10
Vote Required . . . . . . . . . . . . . . . . . . . . 10
Rights of Dissenting Shareholders . . . . . . . . . . 10
Differences in Shareholder Rights . . . . . . . . . . 10
Regulatory Approvals . . . . . . . . . . . . . . . . 11
Conditions; Termination . . . . . . . . . . . . . . . 11
Opinion of the Financial Advisor . . . . . . . . . . 13
The Option . . . . . . . . . . . . . . . . . . . . . 13
Selected Financial Data . . . . . . . . . . . . . . . 14
Comparative Per Share Data . . . . . . . . . . . . . 17

THE SPECIAL MEETING . . . . . . . . . . . . . . . . . . . . . . . 22
Purpose of the Special Meeting . . . . . . . . . . . 22
Record Date and Voting Rights . . . . . . . . . . . . 22
Proxy Cards and Proxies . . . . . . . . . . . . . . . 22

MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
General . . . . . . . . . . . . . . . . . . . . . . . 23
Exchange Rate . . . . . . . . . . . . . . . . . . . . 24
Operations After the Merger . . . . . . . . . . . . . 26
Background of Transaction . . . . . . . . . . . . . . 26
Merger Recommendation and Reasons for Transaction . . 29
Opinion of Financial Advisor . . . . . . . . . . . . 34
Engagement of J.J.B. Hilliard, W.L. Lyons, Inc. . . 40
Effective Time . . . . . . . . . . . . . . . . . . . 40
Conditions to the Merger; Termination . . . . . . . . 40
Alternate Plan of Merger . . . . . . . . . . . . . . 45
Federal Income Tax Consequences . . . . . . . . . . . 46
Conversion of Shares and Exchange of Certificates . . 48
Fractional Shares . . . . . . . . . . . . . . . . . . 49
Effect on LIBERTY Employee Benefits Plans, Programs
and Arrangements . . . . . . . . . . . . . . . . . 49
Officer Compensation Continuation Agreements . . . . 51
Resales by Affiliates . . . . . . . . . . . . . . . . 51
Accounting Treatment . . . . . . . . . . . . . . . . 53
The Option . . . . . . . . . . . . . . . . . . . . . 53

-3-
02663 BAN131274 Form_S-4_Amendment_No._1_A June 27, 1994 17:34
<PAGE> 12
COMPARATIVE RIGHTS OF SHAREHOLDERS . . . . . . . . . . . . . . . . 56
Description of BANC ONE Stock . . . . . . . . . . . . 56
Special Voting Requirements for Certain Transactions 58
Comparison of BANC ONE Common Stock and LIBERTY
Common Stock . . . . . . . . . . . . . . . . . . . 61
LIBERTY Shareholder Rights Agreement . . . . . . . . 68

MISCELLANEOUS INFORMATION . . . . . . . . . . . . . . . . . . . . . 72
Transfer and Exchange Agents . . . . . . . . . . . . 72
Interests of Named Experts and Counsel . . . . . . . 72
Sources of Information . . . . . . . . . . . . . . . 73
Registration Statement . . . . . . . . . . . . . . . 73
Other Matters . . . . . . . . . . . . . . . . . . . . 73

INFORMATION ABOUT BANC ONE . . . . . . . . . . . . . . . . . . . . 73
General -- Business. . . . . . . . . . . . . . . . . 73
Recent Developments . . . . . . . . . . . . . . . . . 74
Market Prices of and Dividends Paid on BANC ONE
Common Stock . . . . . . . . . . . . . . . . . . . 75
Certain Regulatory Matters . . . . . . . . . . . . . 76
Incorporation of Certain Information About BANC ONE
By Reference . . . . . . . . . . . . . . . . . . . 80

INFORMATION ABOUT LIBERTY . . . . . . . . . . . . . . . . . . . . . 81
General . . . . . . . . . . . . . . . . . . . . . . . 81
Market Prices of and Dividends Paid on LIBERTY Common
Stock . . . . . . . . . . . . . . . . . . . . . . . 81
Incorporation of Certain Information About LIBERTY by
Reference . . . . . . . . . . . . . . . . . . . . . 82

VOTING AND MANAGEMENT INFORMATION . . . . . . . . . . . . . . . . . 83
Rights of Dissenting Shareholders . . . . . . . . . . 83
Management and Principal Shareholders of BANC ONE . . 86
Management and Principal Shareholders of LIBERTY . . 86

EXHIBITS
EXHIBIT A - OPINION OF GOLDMAN, SACHS & CO.
EXHIBIT B - 271B.13-010 through 271B.13-310
Kentucky Revised Statutes

-4-
02663 BAN131274 Form_S-4_Amendment_No._1_A June 27, 1994 17:34
<PAGE> 13
AVAILABLE INFORMATION

Each of BANC ONE and LIBERTY is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). The reports, proxy
and information statements and other information filed by BANC ONE and LIBERTY
with the Commission can be inspected and copied, at prescribed rates, at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the Commission's Regional Offices located
at Northwestern Atrium Center, 500 West Madison Street, Suite 1600, Chicago,
Illinois 60661, and 7 World Trade Center, Suite 1300, New York, New York
10048. Reports, proxy and information statements and other information
concerning BANC ONE can be inspected at the offices of the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005.

BANC ONE has filed with the Commission a Registration Statement on Form S-4
(together with any amendments thereto, the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
BANC ONE Common Stock to be issued pursuant to the Merger Proposal. This
Prospectus and Proxy Statement does not contain all information set forth in
the Registration Statement and exhibits thereto. Such additional information
may be inspected and copied as set forth above. Statements contained in this
Prospectus and Proxy Statement or in any document incorporated into this
Prospectus and Proxy Statement by reference as to the contents of any contract
or other document referred to herein or therein are not necessarily complete,
and in each instance reference is made to the copy of such contract or document
filed as an exhibit to the Registration Statement or such other document, each
such statement being qualified in all respects by such reference.

INCORPORATION BY REFERENCE

THIS PROSPECTUS AND PROXY STATEMENT INCORPORATES DOCUMENTS BY REFERENCE WHICH
ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. COPIES OF ANY SUCH DOCUMENTS
(OTHER THAN EXHIBITS TO SUCH DOCUMENTS WHICH ARE NOT SPECIFICALLY INCORPORATED
BY REFERENCE THEREIN) ARE AVAILABLE WITHOUT CHARGE TO ANY PERSON, INCLUDING ANY
LIBERTY SHAREHOLDER, TO WHOM THIS PROSPECTUS AND PROXY STATEMENT IS DELIVERED
UPON ORAL OR WRITTEN REQUEST, IN THE CASE OF DOCUMENTS RELATING TO BANC ONE, TO
WILLIAM C. LEITER, SENIOR VICE PRESIDENT, BANC ONE CORPORATION, 100 EAST BROAD
STREET, COLUMBUS, OHIO 43271-0251, TELEPHONE NUMBER 614/248-5905, AND, IN THE
CASE OF DOCUMENTS RELATING TO LIBERTY, TO CARL E. WEIGEL, TREASURER, LIBERTY
NATIONAL BANCORP, INC., P.O. BOX 32500, LOUISVILLE, KENTUCKY 40232-2500,
TELEPHONE NUMBER 502/566-2510. IN ORDER TO ENSURE TIMELY DELIVERY OF THE
DOCUMENTS, ANY REQUEST SHOULD BE MADE BY JULY 27, 1994.

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02663 BAN131274 Form_S-4_Amendment_No._1_A June 27, 1994 17:34
<PAGE> 14
BANC ONE's Annual Report on Form 10-K for the fiscal year ended December 31,
1993, BANC ONE's Quarterly Report on Form 10-Q for the quarter ended March 31,
1994, and BANC ONE's Current Reports on Form 8-K filed on January 27, 1994, and
February 17, 1994, in each case filed with the Commission pursuant to Section
13 of the Exchange Act and the description of BANC ONE Common Stock which is
contained in its registration statement filed under Section 12 of the Exchange
Act, including any amendment or report filed for the purpose of updating such
description, are incorporated into this Prospectus and Proxy Statement by
reference. LIBERTY's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993, LIBERTY's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1994, and LIBERTY's Current Reports on Form 8-K dated February
11 and May 19, 1994, in each case filed with the Commission pursuant to Section
13 of the Exchange Act, are incorporated into this Prospectus and Proxy
Statement by reference.

All documents filed by BANC ONE and LIBERTY pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus and Proxy
Statement and prior to the Annual Meeting of Shareholders of LIBERTY shall be
deemed to be incorporated by reference in this Prospectus and Proxy Statement
and to be a part hereof from the respective dates of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this Prospectus and Proxy Statement to the extent that such statement is
modified or superseded by a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus and Proxy Statement.

No person is authorized to give any information or to make any representations
other than those contained in this Prospectus and Proxy Statement in connection
with the solicitations of proxies or the offering of securities made hereby
and, if given or made, such information or representations must not be relied
upon as having been authorized by BANC ONE or LIBERTY. This Prospectus and
Proxy Statement does not constitute an offer to sell, or a solicitation of an
offer to buy, any securities, or the solicitation of a proxy, in any
jurisdiction to or from any person to whom it is not lawful to make any such
offer or solicitation in such jurisdiction. Neither the delivery of this
Prospectus and Proxy Statement nor any distribution of securities made
hereunder shall, under any circumstances, create an implication that there has
been no change in the affairs of BANC ONE or LIBERTY since the date hereof or
that the information herein is correct as of any time subsequent to such date.

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02663 BAN131274 Form_S-4_Amendment_No._1_A June 27, 1994 17:34
<PAGE> 15
PROSPECTUS AND PROXY STATEMENT

LIBERTY NATIONAL BANCORP, INC.
LOUISVILLE, KENTUCKY
_______________________________

SPECIAL MEETING OF SHAREHOLDERS

_______________________________

SUMMARY

The following summary is not intended to be complete and is qualified in its
entirety by reference to the more detailed information contained elsewhere in
this Prospectus and Proxy Statement (the "Prospectus" or "Prospectus and Proxy
Statement"), the exhibits thereto and the documents incorporated herein by
reference.

Introduction

This Prospectus and Proxy Statement is furnished in connection with the
solicitation of proxy cards by the Board of Directors of Liberty National
Bancorp, Inc. ("LIBERTY"), a registered multi-bank holding company
headquartered in Louisville, Kentucky, to be voted at a Special Meeting of
Shareholders of LIBERTY to be held on August 3, 1994 and at any adjournment or
adjournments thereof (the "Special Meeting") for the purpose of considering and
taking action upon a proposal to merge (the "Merger") Aaron Acquisition
Corporation ("Acquisition Corp.") with and into LIBERTY. Acquisition Corp. is
a wholly owned subsidiary of BANC ONE CORPORATION ("BANC ONE"), a registered
multi-bank holding company headquartered in Columbus, Ohio.

This Prospectus and Proxy Statement and the proxy card are being mailed to the
shareholders of LIBERTY for the first time on or about June 30, 1994.

Parties to the Merger

LIBERTY is a multi-bank holding company incorporated under the laws of the
Commonwealth of Kentucky in 1979, which, as of April 30, 1994, owned all of the
outstanding stock of one Indiana and six Kentucky commercial banks, which
operate 90 offices in Kentucky and 13 offices in Indiana. As of March 31,
1994, LIBERTY, its affiliate banks and its non-bank subsidiaries had total
assets of

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02663 BAN131274 Form_S-4_Amendment_No._1_A June 27, 1994 17:34
<PAGE> 16
approximately $5.02 billion and total deposits of approximately $4.04 billion.
The principal office of LIBERTY is 416 West Jefferson Street, Louisville,
Kentucky 40202-3244 and its telephone number is 502/566-2000. See
"INFORMATION ABOUT LIBERTY."

BANC ONE is a multi-bank holding company incorporated under the laws of the
State of Ohio which as of March 31, 1994 owned all of the outstanding stock of
one Arizona, two Kentucky, six Illinois, one Texas, four Michigan, eight
Indiana, fifteen Wisconsin, one California, six Colorado, eighteen Ohio, one
Utah, sixteen West Virginia and one Oklahoma commercial banks. These 80 banks
operate more than 1,300 offices in this thirteen-state area and, at March 31,
1994, BANC ONE, its affiliate banks and its non-bank subsidiaries had total
assets of approximately $83.4 billion and total deposits of approximately $60.1
billion. Acquisition Corp. is a wholly owned subsidiary of BANC ONE formed
under the laws of the Commonwealth of Kentucky for the sole purpose of merging
with and into LIBERTY. See "INFORMATION ABOUT BANC ONE CORPORATION," which
includes information about pending acquisitions. The principal office of BANC
ONE is 100 East Broad Street, Columbus, Ohio 43271 and its telephone number is
614/248-5944.

Terms of Agreement and Exchange Rate

Upon the Merger becoming effective, each of the issued and outstanding shares
of LIBERTY Common Stock will be converted into shares of BANC ONE Common Stock,
no par value ("BANC ONE Common Stock") at a rate (the "Exchange Rate") which
will be determined before the effective date of the Merger but which will not
be less than .8750 or more than .9262 share of BANC ONE Common Stock for each
share of LIBERTY Common Stock, except that the Exchange Rate may exceed .9262
share of BANC ONE Common Stock in certain circumstances. See "MERGER--Exchange
Rate", "--Conditions to the Merger; Termination," and "--Alternate Plan of
Merger." The minimum and maximum Exchange Rate are adjusted to reflect the 10%
stock dividend paid to shareholders of BANC ONE on March 4, 1994, and are
subject to further adjustments in certain circumstances. Upon the
consummation of the Merger, Acquisition Corp. will be merged with and into
LIBERTY and the separate corporate existence of Acquisition Corp. will cease.
LIBERTY, as the surviving corporation in the Merger, will become a wholly owned
subsidiary of BANC ONE and will continue operations under the name "Banc One
Kentucky Corporation." The structure of LIBERTY's operations will be changed
in some respects. BANC ONE presently intends, immediately following the
Effective Time, to transfer all of the capital stock of Bank One, Lexington,
National Association ("Bank One Lexington"), a wholly owned subsidiary of BANC
ONE through which a substantial portion of BANC ONE's Kentucky banking
operations are currently conducted, to Banc One Kentucky Corporation and Bank
One Lexington will thereupon become a wholly owned subsidiary of Banc One
Kentucky Corporation. Following the

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02663 BAN131274 Form_S-4_Amendment_No._1_A June 27, 1994 17:34
<PAGE> 17
Merger it is expected that Bank One Lexington will purchase the assets and
assume the associated liabilities of offices of Liberty National Bank and Trust
Company of Kentucky in the greater Lexington, Kentucky area. LIBERTY has
completed the conversion of its federal savings bank subsidiary into a national
bank and the merger of the converted bank with another commercial bank
subsidiary, thereby satisfying a condition of the Merger Agreement. See
"MERGER--Exchange Rate" and "--Operations After the Merger."

Management After the Merger

LIBERTY's current officers, directors and employees will serve as the officers,
directors and employees of the surviving corporation following the Merger.
Pursuant to the terms of the Merger Agreement, BANC ONE has the right to select
one or more additional persons who currently serve on the board of directors of
Bank One Lexington to serve as additional members of the board of directors of
the surviving corporation.

Each of the bank subsidiaries of the surviving corporation, as a BANC ONE
affiliate after the Merger, will operate under BANC ONE's operating philosophy
whereby each of such bank subsidiaries will have autonomy to match its products
and services to the needs of its local communities. BANC ONE bank affiliates
have authority to make decisions locally in "people-related" matters such as
lending, personnel, charitable contributions and other community and related
matters, relying upon BANC ONE and its state holding companies for "paper and
computer related" matters such as assistance in accounting, auditing, loan
review, certain legal matters, investment portfolio management, regulatory
compliance, data processing and other matters which are generally best
performed by specialists on a centralized basis.

Tax Consequences

Consummation of the Merger is conditioned on receipt by LIBERTY and BANC ONE of
an opinion dated as of the effective date of the Merger from Squire, Sanders &
Dempsey to the effect that, among other things, no gain or loss will be
recognized by LIBERTY's shareholders for Federal income tax purposes on the
exchange of their LIBERTY Common Stock for BANC ONE Common Stock in the Merger,
disregarding for the purposes of the opinion any cash received pursuant to the
Merger in connection with fractional share interests or the assertion of
dissenters' rights. The tax consequences of the proposed transaction to
shareholders of LIBERTY are summarized under "MERGER--Federal Income Tax
Consequences."

Date, Time and Place of Special Meeting of Shareholders of LIBERTY

The Special Meeting of Shareholders of LIBERTY will be held on August 3, 1994,
at 10:30 a.m. at the Commonwealth Convention

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02663 BAN131274 Form_S-4_Amendment_No._1_A June 27, 1994 17:34
<PAGE> 18
Center, 221 Fourth Avenue, Rooms 105 and 106 Louisville, Kentucky.

Purpose of the Special Meeting of LIBERTY

The purpose of the Special Meeting will be to consider and vote on a proposal
to approve and adopt the Merger Proposal.

Vote Required

A majority of the outstanding shares of LIBERTY Common Stock entitled to vote
thereon must vote in favor of the approval of the Merger Proposal in order for
the Merger to be approved. As of March 31, 1994, the directors and executive
officers of LIBERTY and their affiliates and associates were entitled to vote
8.4% of the outstanding shares of LIBERTY Common Stock. LIBERTY believes that
such shares will be voted for approval of the Merger Proposal. It is not
necessary for the shareholders of BANC ONE to approve the Merger or the Merger
Agreement. However, BANC ONE, as the sole shareholder of Acquisition Corp.,
has approved the Merger and the Merger Agreement, but not the Proposed
Amendment. For information concerning voting by shareholders of LIBERTY on the
Merger Proposal see "MERGER--General" and "VOTING AND MANAGEMENT INFORMATION--
Voting."

Rights of Dissenting Shareholders

Under Kentucky Law, certain rights are available to a shareholder of LIBERTY
who does not vote his shares in favor of the adoption of the Merger Proposal
and delivers to LIBERTY, before the vote is taken, written notice of intent to
demand payment for his LIBERTY Common Stock if the Merger is consummated. See
"VOTING AND MANAGEMENT INFORMATION--Rights of Dissenting Shareholders." It is
a condition to BANC ONE's obligation to consummate the Merger that not more
than 10% of the maximum aggregate number of shares of BANC ONE Common Stock
which could be issued by BANC ONE as a result of the Merger are to be or could
be settled in cash as a result of fractional share interests and action taken
by LIBERTY shareholders required as of the Effective Time to assert their
rights as dissenting shareholders pursuant to the provisions of applicable law.

Differences in Shareholder Rights

Although there are some differences between the rights of LIBERTY shareholders
and BANC ONE shareholders, such rights are similar in many material respects.
Both Ohio law and BANC ONE's Amended Articles of Incorporation ("BANC ONE's
Articles") contain "control share acquisition" provisions which mandate certain
procedures and shareholder consents to approve certain share acquisitions.
There is no comparable control share acquisition provision under Kentucky law.
In addition, under Ohio law, in evaluating an acquisition

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02663 BAN131274 Form_S-4_Amendment_No._1_A June 27, 1994 17:34
<PAGE> 19
proposal, directors of an Ohio corporation such as BANC ONE are permitted, in
determining whether any matter is in the best interest of the corporation, to
take into consideration the interests of the corporation's employees,
suppliers, creditors and customers, the economy and community and societal
considerations in the interest of the corporation and its shareholders.
Similarly, Kentucky law and LIBERTY's Amended and Restated Articles of
Incorporation ("LIBERTY's Articles") expressly provide that when evaluating an
acquisition proposal a director may consider, among other things, the social,
legal and economic effects of the acquisition proposal upon the employees and
customers of LIBERTY and its subsidiaries and upon the community in which
LIBERTY and its subsidiaries operate. BANC ONE's Articles contain a so-called
"fair price" provision which mandates certain procedures and approvals for a
business combination. LIBERTY's Articles contain similar provisions regarding
procedures and approvals for a business combination. See "COMPARATIVE RIGHTS
OF SHAREHOLDERS--Special Voting Requirements for Certain Transactions" and
"--Comparison of BANC ONE Common Stock and LIBERTY Common Stock." In addition,
Ohio law contains provisions prohibiting certain business combinations between
corporations and "interested shareholders" as that term is defined in Chapter
1704 of the Ohio Revised Code. The effect of the supermajority and fair price
provisions contained in BANC ONE's and LIBERTY's Articles may be to discourage
certain potential business combinations which some shareholders may believe to
be in their best interest and to make more difficult management changes which
might occur if the potential business combination were successful. See
"COMPARATIVE RIGHTS OF SHAREHOLDERS-- Comparison of BANC ONE Common Stock and
LIBERTY Common Stock."

Regulatory Approvals

In order for the proposed transaction to be completed, approval of BANC ONE's
acquisition of LIBERTY must be obtained from the Board of Governors of the
Federal Reserve System (the "Federal Reserve"), the Commissioner of the
Kentucky Department of Financial Institutions (the "Kentucky Commissioner"),
and the Indiana Commissioner of Financial Institutions (the "Indiana
Commissioner"). Upon obtaining approval from the Office of the Comptroller of
the Currency ("OCC") in April 1994, LIBERTY converted its federal savings bank
subsidiary into another commercial bank subsidiary, thereby satisfying a
condition of the Merger Agreement. The Federal Reserve, the Kentucky
Commissioner and the Indiana Commissioner have approved the Merger.

Conditions; Termination

Consummation of the Merger is subject to satisfaction or waiver of various
conditions, including compliance by each party with its respective covenants
and confirmation by each party of its respective representations and
warranties, the absence of any

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02663 BAN131274 Form_S-4_Amendment_No._1_A June 27, 1994 17:34
<PAGE> 20
material adverse change in the financial condition or business of LIBERTY or
BANC ONE, the fulfillment of certain earnings tests and other matters.

LIBERTY, by action of the LIBERTY Board, may elect to terminate the Merger
Agreement (the "LIBERTY Termination Right"), whether before or after approval
of the Merger Proposal by the shareholders of LIBERTY, by giving written notice
of such election (the "LIBERTY Termination Notice") to BANC ONE within four New
York Stock Exchange ("NYSE") trading days after the Valuation Period. If the
average of the closing prices of BANC ONE Common Stock on the NYSE (the
"Average BANC ONE Closing Price") during the Valuation Period is less than
$31.82, then upon receipt of the LIBERTY Termination Notice, the Merger
Agreement provides that it shall terminate. If the Average BANC ONE Closing
Price during the Valuation Period is equal to or more than $31.82 but less than
$34.55, LIBERTY may exercise the LIBERTY Termination Right by delivering the
LIBERTY Termination Notice to BANC ONE, but upon receipt of the LIBERTY
Termination Notice, BANC ONE shall have the option (i) to nullify LIBERTY's
election to terminate the Merger Agreement by increasing the Exchange Rate to
that number of shares of BANC ONE Common Stock which when multiplied by the
Average BANC ONE Closing Price during the Valuation Period will equal $32.00,
or (ii) accept LIBERTY's election to terminate the Merger Agreement by giving
written notice to LIBERTY of such acceptance of termination within two NYSE
trading days of BANC ONE's receipt of LIBERTY's notice. Upon BANC ONE's notice
to LIBERTY of such acceptance of termination, the Merger Agreement shall be
terminated.

The Average BANC ONE Closing Price for the fifteen consecutive trading days
ending on June 24, 1994, was $35.87. If the Average BANC ONE Closing Price is
less than $34.55 during the Valuation Period, the LIBERTY Board will then
decide whether to exercise the LIBERTY Termination Right based on its review of
the relevant facts and circumstances then existing. The LIBERTY Board may
exercise the LIBERTY Termination Right even if the LIBERTY shareholders have
previously approved the Merger Proposal.

The LIBERTY Board's current intention is that if the Average BANC ONE Closing
Price is less than $34.55 per share (which is the Average BANC ONE Closing
Price below which the Exchange Rate would not provide LIBERTY shareholders at
least $32.00 in value per share of LIBERTY Common Stock), LIBERTY will deliver
the LIBERTY Termination Notice. LIBERTY does not know whether or under what
circumstances following delivery of the LIBERTY Termination Notice BANC ONE
would elect to increase the Exchange Rate to provide at least $32.00 per
LIBERTY share. BANC ONE's policy has been not to determine before value
determination periods whether or under what circumstances BANC ONE would elect
to increase the consideration to be paid by BANC ONE in an affiliation
transaction. See "MERGER -- Recommendation and Reasons for Transaction."

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02663 BAN131274 Form_S-4_Amendment_No._1_A June 27, 1994 17:34
<PAGE> 21
The Merger Proposal also would authorize LIBERTY to enter into the Proposed
Amendment, which would be entered into, if at all, only in the event that the
Average BANC ONE Closing Price during the Valuation Period is less than $31.82.
In that event, the Proposed Amendment would entitle LIBERTY, at the time it
delivers the LIBERTY Termination Notice, to elect to (i) terminate the Merger
Agreement, or (ii) give BANC ONE the option either to (a) increase the Exchange
Rate to provide at least $32.00 in value per LIBERTY share, based on the
Average BANC ONE Closing Price during the Valuation Period, or (b) accept
LIBERTY's termination of the Merger Agreement. The Proposed Amendment must
also be approved by BANC ONE and its wholly owned subsidiary, Acquisition
Corporation. BANC ONE thus far has not indicated an interest in the Proposed
Amendment, and there can be no assurance that BANC ONE would agree to the
Proposed Amendment or to increase the Exchange Rate if the Average BANC ONE
Closing Price during the Valuation Period is less than $31.82. See
"MERGER--Alternate Plan of Merger."

The Merger Agreement also provides that either party may abandon the Merger if
it is not consummated on or before October 15, 1994. See "MERGER--Conditions
to the Merger; Termination" for a more complete discussion of the conditions to
the Merger and the rights of each party to terminate the Merger Agreement.

Opinion of the Financial Advisor

On November 2, 1993, Goldman Sachs & Co. ("Goldman Sachs") delivered its
written opinion to the LIBERTY Board to the effect that, based on various
considerations and assumptions, the Exchange Rate was fair to the holders of
the outstanding shares of LIBERTY Common Stock. Goldman Sachs subsequently
confirmed its November 2, 1993 opinion by delivery of its written opinion dated
June 28, 1994. At LIBERTY's instruction, Goldman Sachs assumed for purposes of
its opinion dated June 28, 1994 that the Exchange Rate, as it may be adjusted
pursuant to the Merger Proposal, when multiplied by the Average BANC ONE
Closing Price will equal at least $32.00 per share of LIBERTY Common Stock. A
copy of the full text of the June 28, 1994 written opinion of Goldman Sachs,
which sets forth the assumptions made, procedures followed, matters considered
and limits of its review, is attached as Exhibit A to this Prospectus and Proxy
Statement and should be read carefully in its entirety.

The Option

As a condition of BANC ONE's entering into the Merger Agreement and in
consideration therefor, BANC ONE and LIBERTY entered into an Option Agreement
dated as of November 2, 1993 (the "Option Agreement"). The Option Agreement
has the effect of increasing the likelihood that the Merger will be consummated
because it makes it more difficult and more expensive for another party to
obtain control of or acquire LIBERTY. See "MERGER--The Option."

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02663 BAN131274 Form_S-4_Amendment_No._1_A June 27, 1994 17:34
<PAGE> 22
Pursuant to the Option Agreement, LIBERTY granted BANC ONE an option (the
"Option") to purchase up to 5,064,663 authorized but unissued shares of LIBERTY
Common Stock at $28.00 per share (the closing trade price of a share of LIBERTY
Common Stock as reported on the Nasdaq National Market on November 2, 1993).
The Option Agreement provides that if before the Merger any shares of LIBERTY
Common Stock are changed into a different number of shares by reason of any
stock dividend, reclassification, recapitalization, split-up, combination or
exchange of LIBERTY Common Stock, the number of shares of LIBERTY Common Stock
subject to the Option will be increased so that, after such issuance, the
number of shares of LIBERTY Common Stock subject to the Option will effectively
equal 19.9% of the number of shares of LIBERTY Common Stock then issued and
outstanding without giving effect to any shares subject, or issued pursuant, to
the Option. BANC ONE may exercise the Option only upon the occurrence of
certain events (none of which has occurred to date) and upon obtaining any
regulatory approval necessary for the acquisition of shares of LIBERTY Common
Stock subject to the Option. See "MERGER--The Option."

In addition to certain other Option Termination Events (as hereinafter
defined), the Option Agreement provides that the Option will terminate upon
termination of the Merger Agreement (i) by BANC ONE pursuant to the Merger
Agreement if that termination occurs prior to the occurrence of an Initial
Triggering Event (as hereinafter defined), (ii) by LIBERTY pursuant to the
Merger Agreement, or (iii) by the mutual consent of BANC ONE and LIBERTY. If
termination of the Merger Agreement by BANC ONE occurs after an Initial
Triggering Event, however, the Option may be exercised for the one-year period
following such termination provided that the Option shall in any event expire
not later than 18 months following such Initial Triggering Event.

If the Merger Agreement is terminated by LIBERTY pursuant to the LIBERTY
Termination Right, the Option will expire to the extent BANC ONE had not
previously exercised the Option. See "Merger--The Option" for a description of
the circumstances under which BANC ONE is permitted to exercise the Option
prior to an Option Termination Event.

Selected Financial Data

The acquisition of LIBERTY will be accounted for as a pooling of interests.
BANC ONE has announced three other acquisitions of financial institutions which
are currently pending and which are not material, individually, or in the
aggregate, and are, therefore, not included in the accompanying selected
financial data. For further discussion of these acquisitions, see "INFORMATION
ABOUT BANC ONE CORPORATION".

The following table presents on a historical basis selected

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02663 BAN131274 Form_S-4_Amendment_No._1_A June 27, 1994 17:34
<PAGE> 23
unaudited consolidated financial data for BANC ONE and LIBERTY. The financial
data is based on the consolidated financial statements of BANC ONE and LIBERTY,
respectively, incorporated herein by reference.

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02663 BAN131274 Form_S-4_Amendment_No._1_A June 27, 1994 17:34
<PAGE> 24
SELECTED FINANCIAL DATA (2)
$(THOUSANDS, EXCEPT PER SHARE)
(UNAUDITED)

<TABLE>
<CAPTION>
Three
Months
ended Year ended December 31,
March 31,
------------------------------------------------------------------------------
1994 1993 1992 1991 1990 1989
------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Total interest income and other income:

BANC ONE . . . . . . . . . . . . . . . $ 1,859,461 $ 7,226,790 $ 7,358,393 $ 6,828,327 $ 6,151,959 $ 5,473,099
LIBERTY . . . . . . . . . . . . . . . . 95,754 382,179 381,104 395,562 374,909 353,056

Income (loss) from continuing
operations:

BANC ONE . . . . . . . . . . . . . . . $ 312,873 $ 1,120,589 $ 876,588 $ 664,288 $ 536,066 $ 304,916

LIBERTY . . . . . . . . . . . . . . . . 14,077 51,514 45,639 37,780 32,790 39,171

Income (loss) from continuing operations
per common share:

BANC ONE . . . . . . . . . . . . . . . $ 0.81 $ 2.93 $ 2.29 $ 1.82 $ 1.56 $ 0.97(1)

LIBERTY . . . . . . . . . . . . . . . . 0.55 2.03 1.83 1.60 1.42 1.54

Historical dividends declared per common
share:

BANC ONE . . . . . . . . . . . . . . . $ 0.31 $ 1.07 $ 0.89 $ 0.76 $ 0.69 $ 0.63
LIBERTY . . . . . . . . . . . . . . . . 0.1950 0.8075 0.60 0.53 0.47 0.41

Total assets (end of period):

BANC ONE . . . . . . . . . . . . . . . $ 83,426,670 $79,918,561 $76,739,119 $73,840,498 $56,610,126 $ 48,111,384
LIBERTY . . . . . . . . . . . . . . . . 5,024,251 4,916,095 4,565,745 4,338,106 3,713,467 3,535,498

Long-term borrowings (end of period):

BANC ONE . . . . . . . . . . . . . . . $ 1,740,912 $ 1,701,662 $ 1,357,462 $ 943,726 $ 810,197 $ 624,232
LIBERTY . . . . . . . . . . . . . . . . 103,377 103,610 39,335 39,351 37,377 41,268

Total stockholders' equity (end of
period):

BANC ONE . . . . . . . . . . . . . . . $ 7,200,259 $ 7,033,638 $ 6,241,586 $ 5,559,370 $ 4,514,653 $ 3,633,542

LIBERTY . . . . . . . . . . . . . . . . 409,133 399,532 353,227 320,587 275,343 247,788

<FN>
(1) 1989's income from continuing operations per common share was impacted
by a significant increase in Banc One Arizona (formerly Valley National)
Corporation's provisions for loan losses.
(2) All per common share amounts are restated to give retroactive effect to
the 10% dividend paid on March 4, 1994 to stockholders of record as of
February 16, 1994.
</TABLE>

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02663 BAN131274 Form_S-4_Amendment_No._1_A June 27, 1994 17:34
<PAGE> 25
Comparative Per Share Data

Based upon (a) the minimum Exchange Rate of .8750 share of BANC ONE Common
Stock for each of the outstanding shares of LIBERTY Common Stock, (b) the
maximum Exchange Rate of .9262 share of BANC ONE Common Stock for each of the
outstanding shares of LIBERTY Common Stock, (c) the approximate midpoint
Exchange Rate of .9006 share of BANC ONE Common Stock for each of the
outstanding shares of LIBERTY Common Stock, and (d) the Exchange Rate of 1.0057
shares of BANC ONE Common Stock for each of the outstanding shares of LIBERTY
Common Stock (the Exchange Rate which would be applicable if the Average BANC
ONE Closing Price during the Valuation Period were $31.82 and BANC ONE
exercised its option to increase the Exchange Rate upon receipt of a LIBERTY
Termination Notice), the following tables set forth per common share income
from continuing operations, dividends, book value, and market value of (i) BANC
ONE; (ii) LIBERTY; and (iii) pro forma equivalent of one share of LIBERTY
Common Stock based on BANC ONE Common Stock. See "MERGER--Exchange Rate" and
"--Conditions to Merger; Termination."

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02663 BAN131274 Form_S-4_Amendment_No._1_A June 27, 1994 17:34
<PAGE> 26
<TABLE>
<CAPTION>
(iii) Per Share of LIBERTY
Common Stock assuming an
exchange rate of one share
of LIBERTY Common Stock
for .8750 shares of BANC
(i) (ii) ONE Common Stock

-------------------------------------------------------------------------------------
BANC ONE LIBERTY BANC ONE
-------------------------------------------------------------------------------------
<S> <C> <C> <C>
Income from continuing operations
per common share:
Year ended:
December 31, 1989 $ 0.97 (6) $ 1.54 $ 0.85
December 31, 1990 1.56 1.42 1.37
December 31, 1991 1.82 1.60 1.59
December 31, 1992 2.29 1.83 2.00
December 31, 1993 2.93 2.03 2.56
Quarter ended:
March 31, 1994 0.81 0.55 0.71

Dividends per common share:
Year ended:
December 31, 1989 0.63 0.41 0.55
December 31, 1990 0.69 0.47 0.60
December 31, 1991 0.76 0.53 0.67
December 31, 1992 0.89 0.60 0.78
December 31, 1993 1.07 0.8075 0.94
Quarter ended:
March 31, 1994 0.31 0.1950 0.27

Annualized for year ended:
December 31, 1994 1.09 (l)

Book value per common share as of
March 31, 1994 18.20 15.89 15.93

Market value per common share as of
November 2, 1993 (2) 34.09 (3) 28.00 (4) 29.83

Market value per common share as of
June 24, 1994 (5) 34.38 (3) 30.56 (4) 30.08

<FN>
(1) The annualized dividend for the year ended December 31, 1994 is based
upon the annualization of BANC ONE'S dividend for the quarter ended
March 31, 1994, multiplied by the assumed exchange rate. The annualized
dividend assumes no change in the BANC ONE dividend rate for the quarter
ended March 31, 1994.

(2) The business day immediately preceding public announcement of the
proposed merger.

(3) Based on the closing price of BANC ONE Common Stock as reported on the
New York Stock Exchange. The November 2, 1993 price is adjusted for the
10% stock dividend paid on March 4, 1994 to stockholders of record as of
February 16, 1994.

(4) Based on the closing price of LIBERTY Common Stock as reported on the
Nasdaq National Market.

(5) A recent business day preceding the date of this Prospectus.

(6) 1989's income from continuing operations per common share was impacted
by a significant increase in Banc One Arizona (formerly Valley National)
Corporation's provision for loan losses.
</TABLE>

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02663 BAN131274 Form_S-4_Amendment_No._1_A June 27, 1994 17:34
<PAGE> 27
<TABLE>
<CAPTION>
(iii) Per Share of LIBERTY
Common Stock assuming an
exchange rate of one share
of LIBERTY Common Stock
for .9006 shares of BANC
(i) (ii) ONE Common Stock
-----------------------------------------------------------------------------------
BANC ONE LIBERTY BANC ONE
-----------------------------------------------------------------------------------
<S> <C> <C> <C>
Income from continuing operations
per common share:
Year ended:
December 31, 1989 $ 0.97 (6) $ 1.54 $ 0.87
December 31, 1990 1.56 1.42 1.40
December 31, 1991 1.82 1.60 1.64
December 31, 1992 2.29 1.83 2.06
December 31, 1993 2.93 2.03 2.64
Quarter ended:
March 31, 1994 0.81 0.55 0.73

Dividends per common share:
Year ended:
December 31, 1989 0.63 0.41 0.57
December 31, 1990 0.69 0.47 0.62
December 31, 1991 0.76 0.53 0.68
December 31, 1992 0.89 0.60 0.80
December 31, 1993 1.07 0.8075 0.96
Quarter ended:
March 31, 1994 0.31 0.1950 0.28

Annualized for year ended:
December 31, 1994 1.12 (l)

Book value per common share as of
March 31, 1994 18.20 15.89 16.39

Market value per common share as of
November 2, 1993 (2) 34.09 (3) 28.00 (4) 30.70

Market value per common share as of
June 24, 1994 (5) 34.38 (3) 30.56 (4) 30.96

(2) The business day immediately preceding public announcement of the
proposed merger.

(4) Based on the closing price of LIBERTY Common Stock as reported on the
Nasdaq National Market.

(5) A recent business day preceding the date of this Prospectus.

(6) 1989's income from continuing operations per common share was impacted
by a significant increase in Banc One Arizona (formerly Valley National)
Corporation's provision for loan losses.
</TABLE>

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02663 BAN131274 Form_S-4_Amendment_No._1_A June 27, 1994 17:34
<PAGE> 28
<TABLE>
<CAPTION>
(iii) Per Share of LIBERTY
Common Stock assuming an
exchange rate of one share
of LIBERTY Common Stock
for .9262 shares of BANC
(i) (ii) ONE Common Stock
-----------------------------------------------------------------------------------
BANC ONE LIBERTY BANC ONE
-----------------------------------------------------------------------------------
<S> <C> <C> <C>
Income from continuing operations
per common share:
Year ended:
December 31, 1989 $ 0.97 (5) $ 1.54 $ 0.90
December 31, 1990 1.56 1.42 1.44
December 31, 1991 1.82 1.60 1.69
December 31, 1992 2.29 1.83 2.12
December 31, 1993 2.93 2.03 2.71
Quarter ended:
March 31, 1994 0.81 0.55 0.75

Dividends per common share:
Year ended:
December 31, 1989 0.63 0.41 0.58
December 31, 1990 0.69 0.47 0.64
December 31, 1991 0.76 0.53 0.70
December 31, 1992 0.89 0.60 0.82
December 31, 1993 1.07 0.8075 0.99
Quarter ended:
March 31, 1994 0.31 0.1950 0.29

Annualized for year ended:
December 31, 1994 1.15 (l)

Book value per common share as of
March 31, 1994 18.20 15.89 16.86

Market value per common share as of
November 2, 1993 (2) 34.09 (3) 28.00 (4) 31.57

Market value per common share as of
June 24, 1994 (5) 34.38 (3) 30.56 (4) 31.84

(2) The business day immediately preceding public announcement of the
proposed merger.

(4) Based on the closing price of LIBERTY Common Stock as reported on the
Nasdaq National Market.

(5) A recent business day preceding the date of this Prospectus.

(6) 1989's income from continuing operations per common share was impacted
by a significant increase in Banc One Arizona (formerly Valley National)
Corporation's provision for loan losses.

</TABLE>

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02663 BAN131274 Form_S-4_Amendment_No._1_A June 27, 1994 17:34
<PAGE> 29
<TABLE>
<CAPTION>
(iii) Per Share of LIBERTY
Common Stock assuming an
exchange rate of one share
of LIBERTY Common Stock
for 1.0057 shares of BANC
(i) (ii) ONE Common Stock
-------------------------------------------------------------------------------------
BANC ONE LIBERTY BANC ONE
-------------------------------------------------------------------------------------
<S> <C> <C> <C>
Income from continuing operations
per common share:
Year ended:
December 31, 1989 $ 0.97 (6) $ 1.54 $ 0.98
December 31, 1990 1.56 1.42 1.57
December 31, 1991 1.82 1.60 1.83
December 31, 1992 2.29 1.83 2.30
December 31, 1993 2.93 2.03 2.95
Quarter ended:
March 31, 1994 0.81 0.55 0.81

Dividends per common share:
Year ended:
December 31, 1989 0.63 0.41 0.63
December 31, 1990 0.69 0.47 0.69
December 31, 1991 0.76 0.53 0.76
December 31, 1992 0.89 0.60 0.90
December 31, 1993 1.07 0.8075 1.08
Quarter ended:
March 31, 1994 0.31 0.1950 0.31

Annualized for year ended:
December 31, 1994 1.25 (l)

Book value per common share as of
March 31, 1994 18.20 15.89 18.30

Market value per common share as of
November 2, 1993 (2) 34.09 (3) 28.00 (4) 34.28

Market value per common share as of
June 24, 1994 (5) 34.38 (3) 30.56 (4) 34.58

(2) The business day immediately preceding public announcement of the
proposed merger.

(4) Based on the closing price of LIBERTY Common Stock as reported on the
Nasdaq National Market.

(5) A recent business day preceding the date of this Prospectus.

(6) 1989's income from continuing operations per common share was impacted
by a significant increase in Banc One Arizona (formerly Valley National)
Corporation's provision for loan losses.
</TABLE>

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02663 BAN131274 Form_S-4_Amendment_No._1_A June 27, 1994 17:34
<PAGE> 30
THE SPECIAL MEETING

This Prospectus and Proxy Statement is being furnished to the shareholders of
LIBERTY in connection with the solicitation of proxy cards by the LIBERTY Board
for use at the Special Meeting. The Special Meeting will be held on August 3,
1994, at 10:30 a.m., local time at the Commonwealth Convention Center, 221
Fourth Avenue, Rooms 105 and 106, Louisville, Kentucky.

Purpose of the Special Meeting

The purpose of the Special Meeting will be to consider and vote on a proposal
to approve and adopt the Merger Proposal.

Record Date and Voting Rights

The LIBERTY Board of Directors (the "LIBERTY Board") has fixed the close of
business on June 15, 1994, as the record date (the "Record Date") for
determination of shareholders entitled to notice of and to vote at the Special
Meeting. As of the Record Date, LIBERTY had outstanding and entitled to vote
25,747,066 shares of LIBERTY Common Stock.

Each holder of LIBERTY Common Stock is entitled to one vote per share on all
matters coming before the Special Meeting. The Merger Proposal must be
approved by the affirmative vote of the holders of a majority of the shares of
LIBERTY Common Stock outstanding at the close of business on the Record Date.

Votes, whether in person or by proxy, will be counted and tabulated by
inspectors appointed by LIBERTY. Abstentions and broker non-votes will not be
counted as votes either "for" or "against" any matters coming before the
Special Meeting. In accordance with Kentucky law and LIBERTY's Articles and
Bylaws, such abstentions and nonvotes have the effect of a "no" vote since
Kentucky law requires the Merger Proposal to be authorized and approved by the
affirmative vote of the holders of a majority of the shares of LIBERTY Common
Stock outstanding and entitled to vote, without regard to the number of those
shares actually voting.

Proxy Cards and Proxies

Proxy cards for use at the Special Meeting accompany this Prospectus and Proxy
Statement. A shareholder may use a proxy card whether or not he or she intends
to attend the Special Meeting in person. A shareholder may revoke his or her
proxy card at any time before the taking of a vote by delivering written notice
of revocation to the Secretary of LIBERTY, by submitting a later dated proxy
card or by attending and voting in person at the Special Meeting. All shares
subject to a validly submitted proxy card that

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02663 BAN131274 Form_S-4_Amendment_No._1_A June 27, 1994 17:34
<PAGE> 31
has not been revoked will be voted in the manner specified on the proxy card.
IF NO SPECIFICATION IS MADE ON A SIGNED PROXY CARD, THE SHARES REPRESENTED
THEREBY WILL BE VOTED IN FAVOR OF APPROVAL OF THE MERGER PROPOSAL. The LIBERTY
Board is not aware of any other matters which may be presented for action at
the Special Meeting, but if other matters do properly come before the meeting
it is intended that the shares represented by the accompanying proxy card will
be voted by the persons named therein as proxies in accordance with their best
judgment.

Solicitation of proxy cards will be made in person, by mail, or by telephone or
telegraph by present and former directors, officers and employees of LIBERTY
for which no additional compensation will be paid. In addition, LIBERTY has
retained D.F. King & Co., Inc. ("King") to assist LIBERTY in soliciting proxy
cards in connection with the Merger. LIBERTY has agreed to pay King $6,500 for
such solicitation services, as well as to reimburse King for its reasonable
costs and disbursements incurred in connection with distributing proxy
materials. LIBERTY will bear the cost of solicitation of proxy cards from its
shareholders and may reimburse brokers and others for their expenses in
forwarding solicitation material to beneficial owners of its voting stock.

MERGER

The descriptions in this Prospectus and Proxy Statement of the terms of the
Merger and the Option are summaries only and are qualified in their entirety by
reference to the Merger Agreement, the Proposed Amendment and the Option
Agreement which are attached as exhibits to the Registration Statement of which
this Prospectus and Proxy Statement is a part and are incorporated herein by
reference.

General

The Merger Agreement provides for the Merger of Acquisition Corp. with and into
LIBERTY. As a result of the Merger, LIBERTY will become a wholly owned
subsidiary of BANC ONE. At the time the Merger becomes effective (the
"Effective Time"), each of the issued and outstanding shares of LIBERTY Common
Stock will be converted into shares of BANC ONE Common Stock at the Exchange
Rate (as hereinafter defined). See "MERGER--Exchange Rate."

The affirmative vote of the holders of a majority of the outstanding shares of
LIBERTY Common Stock entitled to vote at the Special Meeting is required to
approve the Merger Proposal. See "VOTING AND MANAGEMENT INFORMATION--Voting."
However, it is a condition to BANC ONE's obligation to consummate the Merger
that not more than 10% of the maximum aggregate number of shares of BANC ONE
Common Stock which could be issued by BANC ONE as a result of the Merger are to
be or could be settled in cash as a result of

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02663 BAN131274 Form_S-4_Amendment_No._1_A June 27, 1994 17:34
<PAGE> 32
fractional share interests and action taken by LIBERTY shareholders required as
of the Effective Time to assert their rights as dissenting shareholders
pursuant to the provisions of applicable law.

Subject to such shareholder approval and the satisfaction of certain conditions
and receipt of all requisite regulatory approvals, in each case as provided for
in the Merger Agreement, the Merger will become effective upon completion of
the filing with the Secretary of State of the Commonwealth of Kentucky of
appropriate articles of merger with respect thereto as provided in applicable
provisions of the Kentucky Revised Statutes. All requisite regulatory
approvals have been received.

The Board of Directors of LIBERTY has unanimously approved the Merger Agreement
and the Proposed Amendment. The Boards of Directors of BANC ONE and Acquisition
Corp. have unanimously approved the Merger Agreement, and BANC ONE, as the
sole shareholder of Acquisition Corp., has approved the Merger Agreement, but
has not approved the Proposed Amendment. Approval of the Merger Agreement by
the shareholders of BANC ONE is not required for consummation of the Merger.

Exchange Rate

The Merger Agreement provides that at the Effective Time, each of the issued
and outstanding shares of LIBERTY Common Stock will be converted into shares of
BANC ONE Common Stock at the Exchange Rate, which (except in certain
circumstances) will be not less than .8750 or more than .9262 share of BANC ONE
Common Stock for each share of LIBERTY Common Stock. Assuming that a maximum
of 26,662,613 shares of LIBERTY Common Stock will be outstanding, an aggregate
of as many as 24,694,912 shares or as few as 23,329,786 shares of BANC ONE
Common Stock will be issued as a result of the Merger, subject to BANC ONE's
option to issue additional shares of BANC ONE Common Stock if the Average BANC
ONE Closing Price is less than $34.55 but equal to or more than $31.82, as
described below, or in accordance with the Proposed Amendment. See also
"Merger--Alternate Plan of Merger." The Exchange Rate will be calculated
following the Valuation Period. The maximum and minimum Exchange Rates and the
number of shares of BANC ONE Common Stock in this and the following paragraphs
have been adjusted to reflect the 10% stock dividend paid on March 4, 1994 and
are subject to further adjustment in certain circumstances.

The Exchange Rate will be equal to the quotient of the Average BANC ONE Closing
Price during the Valuation Period divided into $35, subject to the provisions
of the next paragraph.

If the Average BANC ONE Closing Price during the Valuation Period is $37.79 or
less, the Exchange Rate will be .9262; if the Average

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02663 BAN131274 Form_S-4_Amendment_No._1_A June 27, 1994 17:34
<PAGE> 33
BANC ONE Closing Price is $40.00 or more, the Exchange Rate will be .8750; if
the Average BANC ONE Closing Price is more than $37.79 and less than $40.00,
then the Exchange Rate will be the quotient obtained by dividing $35 by the
Average BANC ONE Closing Price.

The following chart illustrates, by example, the number of shares of BANC ONE
Common Stock into which each share of LIBERTY Common Stock would be exchanged,
at several assumed Average BANC ONE Closing Prices for the Valuation Period
(and based on the fact that the Merger Agreement in effect provides that for
purposes of calculating the Exchange Rate the average closing trade price
cannot be less than $37.79 nor more than $40.00):

<TABLE>
<CAPTION>
Then Each Share of
LIBERTY Common Stock
If the Average Will Be Converted into this Number
Closing Price Is of Shares of BANC ONE Common Stock*
- ------- ----- -- -- ------ -- ---- --- ------ -----
<S> <C>
$34.55 but not more.......... .9262 (maximum Exchange Rate)
than $37.79
$38.23....................... .9155
$38.67....................... .9051
$39.12....................... .8947
$39.56....................... .8847
$40.00 or more............... .8750 (minimum Exchange Rate)
- ---------------
<FN>
* Subject to further adjustment in certain circumstances.
</TABLE>

In the above illustrations, if the Average BANC ONE Closing Price were $38.67,
a holder of 100 shares of LIBERTY Common Stock would receive 90 shares of BANC
ONE Common Stock (100 x .9051 less fractional shares) and an amount of cash for
such holder's fractional share interest in BANC ONE Common Stock. See "MERGER
- - Fractional Shares."

If the Average BANC ONE Closing Price is less than $34.55, LIBERTY can elect to
terminate the Merger Agreement. However, if the Average BANC ONE Closing Price
is less than $34.55 but equal to or more than $31.82, BANC ONE would have the
option to increase the Exchange Rate to a number of shares of BANC ONE Common
Stock that would provide $32.00 in value per share of LIBERTY Common Stock and
thereby nullify the termination election by LIBERTY. If the Average BANC ONE
Closing Price is less than $31.82, Liberty may terminate the Merger Agreement
upon Liberty's delivery of termination notice to BANC ONE. See "Merger --
Conditions to the Merger; Termination" and "--Alternate Plan of Merger."

Neither the above illustrations nor the several assumed Average BANC ONE
Closing Prices are intended to reflect what any shareholder of LIBERTY Common
Stock necessarily will receive or what the Average BANC ONE Closing Price will
be when finally

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02663 BAN131274 Form_S-4_Amendment_No._1_A June 27, 1994 17:34
<PAGE> 34
determined in accordance with the Merger Agreement.

Operations After the Merger

Upon the consummation of the Merger, Acquisition Corp. will be merged with and
into LIBERTY and the separate corporate existence of Acquisition Corp. will
cease. LIBERTY, as the surviving corporation in the Merger, will become a
wholly owned subsidiary of BANC ONE, will continue operations under the name
"Banc One Kentucky Corporation" and will operate with LIBERTY's current
officers and employees, with its principal place of business in Louisville,
Kentucky. LIBERTY's current directors will serve as the directors of the
surviving corporation following the Merger until the next annual meeting of
directors at which their respective successors are elected and qualified.
Pursuant to the terms of the Merger Agreement, BANC ONE has the right to select
one or more persons who currently serve on the board of directors of Bank One
Lexington to serve as additional members of the board of directors of the
surviving corporation. The structure of LIBERTY's operations will be changed
in some respects. BANC ONE presently intends, immediately following the
Effective Time, to transfer all of the capital stock of Bank One Lexington, a
wholly owned subsidiary of BANC ONE through which a substantial portion of BANC
ONE's Kentucky banking operations are conducted, to Banc One Kentucky
Corporation and Bank One Lexington will thereupon become a wholly owned
subsidiary of Banc One Kentucky Corporation. Following the Merger it is
expected that Bank One Lexington will purchase the assets and assume the
associated liabilities of Liberty National Bank and Trust Company of Kentucky
in the greater Lexington, Kentucky area. Upon obtaining approval from the
Office of the Comptroller of the Currency ("OCC") in April 1994, LIBERTY
converted its federal savings bank subsidiary into a national bank and merged
the converted bank with another commercial bank subsidiary, thereby satisfying
a condition of the Merger Agreement.

Background of Transaction

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02663 BAN131274 Form_S-4_Amendment_No._1_A June 27, 1994 17:34
<PAGE> 35
Since the passage of legislation during the last ten years permitting bank
holding companies to operate in more than one state, both the Kentucky banking
market and the United States banking industry as a whole have undergone
accelerating consolidation, a trend LIBERTY's management expects to continue.
In recent years, executive officers and directors of LIBERTY have been
contacted from time to time by directors and officers of larger regional
financial institutions who informally expressed interest in a possible
affiliation with LIBERTY. In the summer of 1992, senior executive officers of
LIBERTY concluded that LIBERTY needed to develop a strategic plan to consider
possible options for enhancing long-term shareholder value in the current
banking environment. After discussions, it was determined that senior
executive officers and the Examining Committee of LIBERTY's Board of Directors
would conduct a strategic planning process with the assistance of a financial
advisor.

Beginning in September 1992, Malcolm B. Chancey, Jr., then LIBERTY's President,
met several times with other executive officers of LIBERTY and representatives
of Goldman Sachs to discuss possible strategies for consideration by LIBERTY's
Examining Committee. The discussion focused on the need to analyze the
feasibility of three options for LIBERTY: (i) continuing LIBERTY's present
course of remaining independent while generating capital internally and adding
assets through small acquisitions; (ii) an "aggressive growth" option entailing
larger acquisitions of holding companies in the Ohio Valley region within
approximately one to two years; and (iii) a merger with a financial institution
of comparable size to, or larger than LIBERTY. The Examining Committee held
its first meeting in connection with the strategic planning process in January
1993.

Late in 1992, Joseph W. Phelps, then LIBERTY's Chairman of the Board, and Mr.
Chancey accepted an invitation to meet on December 2, 1992 with John B. McCoy,
BANC ONE's Chairman, John G. McCoy, former Vice Chairman and President and a
director of BANC ONE, and William S. Boardman, BANC ONE's Senior Executive Vice
President. The BANC ONE representatives expressed their general interest in a
possible affiliation with LIBERTY. In turn, Messrs. Phelps and Chancey
explained LIBERTY's intention to conduct a strategic planning process with the
assistance of Goldman Sachs.

On March 16, 1993, LIBERTY's Examining Committee met with John B. McCoy of BANC
ONE at Mr. McCoy's request. Mr. McCoy presented a general overview of BANC ONE.
Shortly thereafter, Mr. Chancey and Mr. Phelps accepted an invitation to meet
with Mr. McCoy and Mr. Boardman. Messrs. McCoy and Boardman reaffirmed BANC
ONE's interest in LIBERTY and discussed developments at BANC ONE's Lexington,
Kentucky affiliate bank.

On several occasions between December 1992 and August 1993, Mr.

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02663 BAN131274 Form_S-4_Amendment_No._1_A June 27, 1994 17:34
<PAGE> 36
Chancey also accepted invitations to meet with directors or senior executive
officers of regional bank holding companies other than BANC ONE. On each
occasion, the other parties expressed their institution's general interest in
discussing a possible affiliation with LIBERTY, and Mr. Chancey explained
LIBERTY's involvement in a strategic planning process with the assistance of
Goldman Sachs.

At a meeting of the Examining Committee on May 24, 1993, the Committee, with
the assistance of representatives of Goldman Sachs, discussed the advantages
and disadvantages of the aggressive growth option and LIBERTY's value to
potential acquirors. The discussion focused on the advantages and
disadvantages of a sale generally as well as the advantages and disadvantages
of a sale to specific interested acquirors. After the meeting, there was a
general consensus among LIBERTY's participating officers and directors that the
aggressive growth option and an affiliation with a larger institution appeared
to be LIBERTY's two best alternatives for enhancing shareholder value. They
also recognized the need for a clearer indication of LIBERTY's value to a
potential acquiror before strategic planning could be concluded. Shortly
thereafter, Mr. Chancey authorized Goldman Sachs to contact Mr. Boardman of
BANC ONE regarding BANC ONE's willingness to provide an informal valuation of
LIBERTY. LIBERTY and BANC ONE entered into a confidentiality agreement on July
1, 1993 to enable LIBERTY to provide recent financial information requested by
BANC ONE. Several weeks later, representatives of LIBERTY and BANC ONE met to
discuss the financial information delivered by LIBERTY.

In August 1993, Mr. Chancey arranged meetings with senior executive officers of
bank holding companies in the Ohio Valley region that LIBERTY had identified as
possible candidates for acquisition by LIBERTY in pursuit of an "aggressive
growth" strategy. At these meetings, Mr. Chancey expressed LIBERTY's interest
in exploring one or more affiliation transactions to occur within one to two
years. The officers of the other companies indicated limited interest in an
affiliation transaction with LIBERTY consistent with the "aggressive growth"
option.

In late September 1993, Mr. Boardman of BANC ONE conveyed BANC ONE's response
to LIBERTY's request for an estimate of value of LIBERTY Common Stock. Shortly
thereafter, Mr. Chancey agreed to meet with Messrs. McCoy and Boardman on
October 1, 1993. The parties met a second time three days later during Mr.
Chancey's visit to Columbus. At the October 4 meeting, Mr. McCoy and Mr.
Boardman expressed BANC ONE's continuing interest in a transaction to acquire
LIBERTY and discussed a range of values. Mr. Chancey agreed to take the matter
under advisement for further analysis. Mr. Chancey then authorized
representatives of Goldman Sachs to discuss the proposal directly with
representatives of BANC ONE, directing that the proposal should include a
minimum as well as a maximum price limitation and should give LIBERTY the right
to

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02663 BAN131274 Form_S-4_Amendment_No._1_A June 27, 1994 17:34
<PAGE> 37
terminate the agreement if BANC ONE stock was trading below a certain minimum
price.

On October 16, 1993, Mr. Chancey met Mr. Boardman and reached a working
understanding on several structural issues related to BANC ONE's offer,
including LIBERTY's right to terminate the affiliation agreement if BANC ONE
stock traded at or below a minimum price per share.

On October 26, 1993, LIBERTY's Examining Committee met to analyze and consider
the BANC ONE proposal with the assistance of representatives of Goldman Sachs.
Following a lengthy discussion of the issues raised by the BANC ONE offer, the
Examining Committee unanimously voted to recommend to LIBERTY's Board that the
offer be accepted. A meeting of LIBERTY's entire Board of Directors to
consider the BANC ONE offer was then arranged for Tuesday, November 2, 1993.

From October 27th to the November 2nd Board meeting, LIBERTY's senior executive
officers and legal and financial advisors negotiated the terms of a definitive
merger agreement with officers of BANC ONE. In light of the decline in the
trading price of BANC ONE stock (as adjusted to give effect to the 10% stock
dividend paid on March 4, 1994) from $38.18 per share as of October 1, 1993 to
$34.89 as of November 1, 1993, the parties agreed to increase the maximum
exchange ratio and revise LIBERTY's right to terminate the Merger Agreement,
the so-called "walk away" provision. On November 2, 1993, the closing price of
BANC ONE Common Stock reported on the NYSE was $34.09, less than the $34.55
price below which LIBERTY's Termination Right becomes exercisable.

At its November 2, 1993 meeting, following presentations by its financial and
legal advisors, LIBERTY's Board of Directors approved the Merger Agreement.

LIBERTY's Board of Directors, following presentations by its advisors, approved
on May 11, 1994 the amendment to the Merger Agreement dated as of May 19, 1994,
and approved the Proposed Amendment on May 18, 1994.

Merger Recommendation and Reasons for Transaction

The terms of the Merger and the Merger Agreement, including the Exchange Rate,
were the result of arm's-length negotiations between LIBERTY and BANC ONE and
their respective representatives. In the course of reaching its decision to
approve the Merger Agreement, the LIBERTY Board consulted with its legal and
financial advisors as well as with management of LIBERTY, and, without
assigning any relative or specific weights, considered numerous factors,
including but not limited to the following:

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02663 BAN131274 Form_S-4_Amendment_No._1_A June 27, 1994 17:34
<PAGE> 38
(1) The financial terms of the Merger. In this regard, the Board
considered: (a) a comparison of LIBERTY to selected peer
institutions, including certain information indicating that
LIBERTY's per share trading price currently reflects a premium in
anticipation of a possible business combination; (b) a
description of the proposed BANC ONE transaction, including
market and trading information regarding the form of
consideration, BANC ONE Common Stock; (c) a pro forma analysis of
the BANC ONE acquisition; (d) a comparison of the financial terms
of recent bank mergers involving over $100 million in
consideration, indicating that the financial terms of the Merger
compared favorably with other recent transactions; and (e) the
fact that the Merger Agreement provides LIBERTY the option to
terminate the Merger Agreement if the Average BANC ONE Closing
Price during the Valuation Period does not provide $32.00 in
value per LIBERTY share.

(2) The effect on shareholder value of LIBERTY's continuing as an
independent entity compared to the effect of the Merger with BANC
ONE. In this regard, the Board considered both LIBERTY's present
course of asset growth generated by internal growth and small
acquisitions as well as an "aggressive growth" strategy involving
larger acquisitions. A "break-even" return analysis presented by
Goldman Sachs indicated that, based on certain assumptions,
LIBERTY would have to achieve annual growth in its earnings per
share significantly higher than its historical rates to provide
the same value to shareholders as the Merger. It was also
considered unlikely that LIBERTY could achieve the same value to
shareholders through an "aggressive growth" strategy without
incurring the risk of dilution to LIBERTY's earnings per share.

(3) Financial information and other information about BANC ONE. In
this regard, the Board evaluated historical financial and
operational information concerning BANC ONE. The Board also
considered the fact that Banc One Kentucky Corporation, the
combined entity resulting from the Merger, would be the largest
banking organization in Kentucky and that LIBERTY's directors and
executives would have a significant presence in operating the
combined entity. The Board also regarded the banking and
business philosophies of BANC ONE and LIBERTY to be compatible.

(4) The impact generally of the Merger on the customers, communities
and other constituencies served by LIBERTY. In this regard, the
Board of Directors considered that the Merger would enable
LIBERTY to offer its customers a greater variety of banking
products than it could as an

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02663 BAN131274 Form_S-4_Amendment_No._1_A June 27, 1994 17:34
<PAGE> 39
independent entity.

(5) The likelihood that the Merger would provide LIBERTY's employees
opportunities not currently available to them.

(6) Industry conditions generally. The Board considered the
probability of nationwide interstate banking, the continued
erosion of traditional geographic and industry lines, and the
likelihood of further consolidation in the banking industry.

(7) The likelihood of the Merger being approved by appropriate
regulatory authorities.

(8) The terms, other than the financial terms, and structure of the
Merger. The Board considered in particular the terms and
conditions of the Merger Agreement and the Option Agreement and
the fact that the Merger would be tax-free to LIBERTY
shareholders.

(9) The opinion of Goldman Sachs as to the fairness of the Exchange
Rate to the holders of the outstanding shares of LIBERTY Common
Stock. See "Opinion of Goldman Sachs."

Based on these matters, and such other matters as members of the Board deemed
relevant, the LIBERTY Board has unanimously approved the Merger Agreement and
the Proposed Amendment as being in the best interest of LIBERTY, its
shareholders, employees and customers, and the communities served by LIBERTY.
See "MERGER--Alternate Plan of Merger."

The LIBERTY Board believes that the affiliation with BANC ONE will result in a
competitively stronger combined entity with increased financial and human
resources and a larger and more geographically diverse banking operation.

The Merger Agreement contains a "walk away" provision that allows LIBERTY to
terminate the Merger Agreement if the Average BANC ONE Closing Price during a
defined Valuation Period is below $34.55, the price at which the Exchange Rate
would provide $32.00 in value per LIBERTY share. If the Average BANC ONE
Closing Price is less than $34.55 but equal to or more than $31.82, BANC ONE
would have the option to increase the Exchange Rate to provide $32.00 in value
per LIBERTY share and thereby nullify the termination election by LIBERTY. If
the Average BANC ONE Closing Price is less than $31.82, the Merger Agreement
provides that it will terminate upon LIBERTY's delivery of the termination
notice to BANC ONE. The Average BANC ONE Closing Price for the fifteen
consecutive trading days ending on June 24, 1994 was $35.87.

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02663 BAN131274 Form_S-4_Amendment_No._1_A June 27, 1994 17:34
<PAGE> 40
The Merger Proposal also would authorize LIBERTY to enter into the Proposed
Amendment and to consummate the Merger in accordance with an alternate Plan of
Merger, which, if the Average BANC ONE Closing Price during the Valuation
Period is less than $31.82, would entitle LIBERTY, at the time it delivers the
LIBERTY Termination Notice, to elect to (i) terminate the Merger Agreement, or
(ii) give BANC ONE the option either to (a) increase the Exchange Rate to
provide at least $32.00 in value per LIBERTY share, based on the Average BANC
ONE Closing Price during the Valuation Period, or (b) accept LIBERTY's
termination of the Merger Agreement. The Proposed Amendment must also be
approved by BANC ONE and its wholly owned subsidiary, Acquisition Corporation.
BANC ONE thus far has not indicated an interest in the Proposed Amendment, and
there can be no assurance that BANC ONE would agree to the Proposed Amendment
or to increase the Exchange Rate if the Average BANC ONE Closing Price during
the Valuation Period is less than $31.82. See "MERGER--Alternate Plan of
Merger."

The LIBERTY Board's current intention is that if the Average BANC ONE Closing
Price is less than $34.55 per share (which is the Average BANC ONE Closing
Price below which the Exchange Rate would not provide LIBERTY shareholders at
least $32.00 in value per share of LIBERTY Common Stock), LIBERTY will deliver
the LIBERTY Termination Notice. The LIBERTY Board does not presently know of
any circumstances in which it would change its current intention. The opinion
of Goldman Sachs specifically assumes that the Exchange Rate provides at least
$32.00 in value for each LIBERTY share. The opinion of Goldman Sachs is a
significant supporting factor in the LIBERTY Board's recommendation in favor of
the Merger.

LIBERTY does not know whether or under what circumstances following delivery of
the LIBERTY Termination Notice BANC ONE would elect to increase the Exchange
Rate to provide at least $32.00 per LIBERTY share. BANC ONE's policy has been
not to determine before value determination periods whether or under what
circumstances BANC ONE would elect to increase the consideration to be paid by
BANC ONE in an affiliation transaction. In 1993 BANC ONE entered into separate
merger agreements with FirsTier Financial, Inc. ("FirsTier"), a multi-bank
holding company headquartered in Omaha, Nebraska, and Mid States Bancshares,
Inc. ("Mid States") a bank holding company headquartered in Moline, Illinois.
Each of the agreements contained a walk away provision that permitted the board
of directors of the company being acquired to terminate the agreement if the
average BANC ONE closing price during a specified valuation period was below a
certain minimum price.

FirsTier, with $3.0 billion in total assets as of September 30, 1993, would
have been BANC ONE's first affiliate in the Nebraska banking markets. On
February 14, 1994, the merger agreement between FirsTier and BANC ONE was
terminated. The walk away provision of that agreement allowed FirsTier to
terminate the

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agreement if the average price of BANC ONE Common Stock during a valuation
period was below $41.60. In its 1993 Annual Report, BANC ONE stated:

This agreement was reached in April 1993 when the bank stocks were at
all time highs. Since that time, the industry, including BANC ONE, has
experienced a reduction of share values. We would have had to increase
the exchange ratio of our shares to reach the dollar value anticipated
by FirsTier. However, we have a policy of protecting current BANC ONE
shareholders by not accepting dilution in an affiliation transaction.
This policy prevented us from increasing the exchange ratio and the
agreement was therefore terminated.

The proposed merger with Mid States, with $192 million in total assets as of
December 31, 1993, will increase BANC ONE's presence in Illinois, where six
BANC ONE affiliate banks together had $3.9 billion in total assets as of
December 31, 1993. Under BANC ONE's agreement with Mid States, Mid States had
the right to terminate the merger agreement under the walk away provision if
the average BANC ONE closing price during a valuation period was below $37.82.
On January 26, 1994, the board of directors of Mid States canceled a special
meeting of Mid States shareholders called to consider BANC ONE's acquisition of
Mid States when the average BANC ONE trading price during the valuation period,
which occurred in mid-January 1994, was $33.43. On March 28, 1994, the merger
agreement was amended to increase the number of BANC ONE shares to be received
for each Mid States share from 2.7225 shares to 2.917 shares, a 7.1% increase.
In a registration statement filed with the Commission, the Mid States board of
directors stated it would submit the amended merger agreement for approval by
Mid States shareholders at a special meeting to be scheduled.

As of March 31, 1994, the directors and executive officers of LIBERTY, together
with their affiliates and associates, as a group, were entitled to vote
approximately 2,158,453 shares of LIBERTY Common Stock representing
approximately 8.4% of the shares outstanding. These persons will be entitled
to receive the same consideration for their shares as any other LIBERTY
shareholder upon approval of the Merger Proposal. LIBERTY believes that all of
the directors' and executive officers' shares will be voted in favor of the
Merger. After the Merger, LIBERTY's directors and executive officers, as a
group, will own less than 1% of the shares of BANC ONE Common Stock
outstanding.

THE LIBERTY BOARD UNANIMOUSLY RECOMMENDS THAT THE MERGER PROPOSAL BE APPROVED
BY THE SHAREHOLDERS OF LIBERTY. The LIBERTY Board makes this unanimous
recommendation notwithstanding that LIBERTY currently intends to deliver a
LIBERTY Termination Notice if the Average BANC ONE Closing Price during the
Valuation Period provides

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less than $32.00 in value per share of LIBERTY Common Stock. See
"MERGER--Alternate Plan of Merger."

BANC ONE believes that the affiliation of LIBERTY with BANC ONE will provide
BANC ONE with a meaningful presence in Kentucky and an expansion of BANC ONE's
customer base and assets. The affiliation with LIBERTY will result in a
combined entity with increased financial resources and greater financial
strength than either BANC ONE or LIBERTY separately.

Opinion of Financial Advisor

Goldman Sachs has delivered written fairness opinions to the LIBERTY Board
that, as of November 2, 1993 and June 28, 1994, the Exchange Rate was fair to
the holders of the outstanding shares of Common Stock of LIBERTY. The full
text of the fairness opinion of Goldman Sachs dated June 28, 1994, which sets
forth assumptions made, matters considered and limits on the review undertaken,
is attached hereto as Exhibit A to this Prospectus and Proxy Statement.
LIBERTY shareholders are urged to read this fairness opinion in its entirety.
Goldman Sachs' fairness opinion is directed only to the Exchange Rate and does
not constitute a recommendation to any LIBERTY shareholder as to how such
shareholder should vote at the Special Meeting. At LIBERTY's instruction,
Goldman Sachs has assumed for purposes of its opinion dated June 28, 1994 that
the Exchange Rate, as it may be adjusted pursuant to the Merger Proposal, when
multiplied by the Average BANC ONE Closing Price will equal at least $32.00 per
share of LIBERTY Common Stock. Except for revisions to reflect the assumption
described in the preceding sentence and the completion of due diligence as
provided for in Section 10 of the Merger Agreement, the November 2, 1993
fairness opinion was substantially identical to the fairness opinion attached
hereto.

In connection with its fairness opinion dated June 28, 1994, Goldman Sachs
reviewed, among other things, (i) the Merger Agreement, (ii) the Annual Reports
to Shareholders and Annual Reports on Form 10-K of LIBERTY and BANC ONE for the
five years ended December 31, 1993, (iii) certain interim reports to
shareholders and Quarterly Reports on Form 10-Q of LIBERTY and BANC ONE, (iv)
certain other communications from LIBERTY and BANC ONE to their respective
shareholders, and (v) certain internal financial analyses and forecasts for
LIBERTY and BANC ONE prepared by their respective managements. Goldman Sachs
also held discussions with members of the senior management of LIBERTY and BANC
ONE regarding the past and current business operations, regulatory
relationships, financial condition and future prospects of their respective
companies. Goldman Sachs also reviewed with members of the senior management
of LIBERTY the results of LIBERTY's due diligence examination of BANC ONE.
Goldman Sachs also held discussions with the independent auditors of each of
LIBERTY and BANC ONE regarding

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the financial and accounting affairs of LIBERTY and BANC ONE. In addition,
Goldman Sachs reviewed the reported price and trading activity for LIBERTY
Common Stock and BANC ONE Common Stock, compared certain financial and stock
market information for LIBERTY and BANC ONE with similar information for
certain other companies the securities of which are publicly traded, reviewed
the financial terms of certain recent business combinations in the banking
industry specifically and in other industries generally and performed such
other studies and analyses as Goldman Sachs considered appropriate.

Goldman Sachs relied, without independent verification, upon the accuracy and
completeness of all of the financial and other information reviewed by them for
purposes of its fairness opinion. Goldman Sachs is not expert in the
evaluation of loan portfolios for purposes of assessing the adequacy of the
allowances for losses with respect thereto and assumed, with the consent of
LIBERTY, that such allowances for each of LIBERTY and BANC ONE are in the
aggregate adequate to cover all such losses. In addition, Goldman Sachs did
not review individual credit files nor did it make an independent evaluation or
appraisal of the assets and liabilities of LIBERTY or BANC ONE or any of their
respective subsidiaries and Goldman Sachs has not been furnished with any such
evaluation or appraisal. Goldman Sachs assumed, with the consent of LIBERTY,
for the purposes of its fairness opinion, that the Merger will be accounted for
as a pooling-of-interests under generally accepted accounting principles.

The following is a summary of certain of the analyses used by Goldman Sachs in
connection with the fairness opinion delivered to the LIBERTY Board on November
2, 1993. Goldman Sachs utilized substantially the same financial analyses in
preparing the opinion dated June 28, 1994. References to the BANC ONE stock
prices and the Exchange Rate have been adjusted to take into account the 10%
stock dividend paid on March 4, 1994 by BANC ONE:

(a) STOCK TRADING HISTORY. Goldman Sachs examined the history
of the trading prices and volume for the LIBERTY Common Stock and the
relationship between movements of such common stock and movements in (i)
the S&P Index of 56 Financial Companies, (ii) the S&P 500, and (iii) a
composite index of certain banks situated in Kentucky (the "Kentucky
Regional Composite Index"). The Kentucky Regional Composite Index is
composed of the following banks: Farmers Capital Bank Corporation,
Mid-America Bancorp, Peoples First Corporation, Pikeville National
Corporation and Trans Financial Bancorp, Inc. In addition, Goldman
Sachs examined the history of the trading prices for the BANC ONE Common
Stock and the relationship between movements of such common stock and
movements in the S&P 500 and a composite index of certain regional banks
(the "Regional Bank Composite Index"). The

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Regional Bank Composite Index is composed of the following banks:
Barnett Banks, Inc., Boatmen's Bancshares, Inc., CoreStates Financial
Corp., Fifth Third Bancorp, First Bank System, Inc., First Fidelity
Bancorporation, First Interstate Bancorp, First Union Corporation, Fleet
Financial Group, Inc., KeyCorp, Mellon Bank Corporation, National City
Corporation, NationsBank Corporation, NBD Bancorp, Inc., Norwest
Corporation, PNC Bank Corp., Republic New York Corporation, Shawmut
National Corporation, Sun Trust Banks, Inc., The Bank of New York
Corporation, U.S. Bancorp, Wachovia Corporation and Wells Fargo &
Company.

(b) COMPARISON WITH SELECTED COMPANIES. Goldman Sachs
compared selected historical stock market, capitalization and dividend
data, asset quality and reserve coverage statistics and financial ratios
for LIBERTY with corresponding data, statistics and ratios for certain
peer financial institutions of LIBERTY (Commerce Bancshares, Inc.,
Deposit Guaranty Corp., First Citizens Bancshares, Inc., Fourth
Financial Corporation, Magna Group, Inc., Southern National Corporation,
Trustmark Corporation and United Missouri Bancshares, Inc.) (together,
the "LIBERTY Peer Companies"). This analysis showed, among other
things, that the price earnings ratio using estimated 1993 earnings
(based on Institutional Broker Estimate System ("IBES") median estimates
as of October 21, 1993) for the LIBERTY Peer Companies ranged from a low
of 8.0 to a high of 13.1 with a mean of 10.8 and a median of 10.9, as
compared to a ratio for LIBERTY of 13.3. IBES is a data service which
monitors and publishes a compilation of earnings estimates produced by
selected research analysts on companies of interest to investors. The
price earnings ratio using estimated 1994 earnings (based on IBES median
estimates as of October 21, 1993) for the LIBERTY Peer Companies ranged
from a low of 8.9 to a high of 13.1 with a mean of 10.2 and a median of
10.1, as compared to a ratio for LIBERTY of 12.4. The market price to
tangible book value multiple for the LIBERTY Peer Companies ranged from
a low of 1.3 to a high of 2.0, with a mean of 1.6 and a median of 1.5,
as compared to a multiple for LIBERTY of 1.9. For purposes of this
comparison, market prices of LIBERTY and the LIBERTY Peer Companies were
as of OCTOBER 29, 1993.

In addition, Goldman Sachs compared selected historical stock
market, capitalization and dividend data, asset quality and reserve
coverage statistics and financial ratios for BANC ONE with corresponding
data, statistics and ratios for certain peer financial institutions of
BANC ONE (BankAmerica Corporation, Boatmen's Bancshares, Inc., Comerica
Incorporated, CoreStates Financial Corp., Fifth Third Bancorp, First
Union Corporation, Huntington Bancshares Incorporated, KeyCorp, Mellon
Bank Corporation, NationsBank Corporation, NBD Bancorp, Inc., Norwest
Corporation and SunTrust Banks, Inc.) (together

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the "BANC ONE Peer Companies"). This analysis showed, among other
things, that the price earnings ratio using estimated 1993 earnings
(based on IBES median estimates as of October 21, 1993) for the BANC ONE
Peer Companies ranged from a low of 8.6 to a high of 16.4 with a mean of
10.6 and a median of 10.1, as compared to a ratio for BANC ONE of 11.7.
The price earnings ratio using estimated 1994 earnings (based on IBES
median estimates as of October 21, 1993) for the BANC ONE Peer Companies
ranged from a low of 7.6 to a high of 14.2 with a mean of 9.4 and a
median of 9.0, as compared to a ratio for BANC ONE of 10.4. The market
price to tangible book value multiple for the BANC ONE Peer Companies
ranged from a low of 1.6 to a high of 3.1, with a mean of 2.1 and a
median of 2.0, as compared to a multiple for BANC ONE of 2.2. For
purposes of this comparison, market prices of BANC ONE and the BANC ONE
Peer Companies were as of OCTOBER 29, 1993.

(c) ANALYSIS OF SELECTED MERGER TRANSACTIONS. Goldman Sachs
reviewed a group of 21 bank transactions involving acquisitions over
$100 million (based on the value as of the announcement date of such
acquisitions) publicly announced since January 1, 1993. Goldman Sachs
calculated the multiple of tangible book value implied by the
consideration to be received by shareholders of the acquired company in
each such transaction. The median multiples of tangible book value for
these transactions was 2.3. Goldman Sachs also calculated the
percentage premiums of the offer value over market value of the acquired
company in each such transaction. The median premium for these
transactions was 28%. In addition, Goldman Sachs calculated the
multiple of earnings for the last twelve months in each such
transaction. The median multiple of earnings for the last twelve months
for these transactions was 15.9. Assuming an acquisition price of
$32.32 per share of LIBERTY Common Stock (based on a BANC ONE Average
Price (as defined in the Merger Agreement) of $34.90), Goldman Sachs
calculated: (i) the multiple of tangible book value implied by such
acquisition price to be 2.4, (ii) the premium implied by such
acquisition price to be 24%, and (iii) the multiple of earnings for the
last twelve months implied by such acquisition price to be 16.7.

(d) PRO FORMA MERGER ANALYSIS. Goldman Sachs analyzed certain
pro forma effects resulting from the Merger Proposal taking into account
the following assumptions: (i) projected annual cost savings of $23
million, phased-in 50.0% in 1994 and 100% in 1995, (ii) a tax rate of
35.0%, and (iii) an Exchange Rate of 0.9262 (which takes into account
the 10% stock dividend paid by BANC ONE on March 4, 1994 for
shareholders of record on February 16, 1994). This analysis, based upon
certain assumptions, showed some dilution in earnings per share ("EPS")
for the shareholders of BANC ONE and an increase in EPS for

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02663 BAN131274 Form_S-4_Amendment_No._1_A June 27, 1994 17:34
<PAGE> 46
LIBERTY in both years.

(e) DISCOUNTED CASH FLOW ANALYSIS. Using the 1993 earnings
estimate prepared by LIBERTY's management and assuming a 10% annual
growth in EPS throughout the five-year period and a dividend payout
ratio of 33%, Goldman Sachs calculated the present value of the future
cash flows of owning a share of stock in LIBERTY. Goldman Sachs
calculated the present value of the LIBERTY Common Stock after the
five-year period using a range of price to earnings multiples (ranging
from 10x to 18x) and discounted them to present value using different
discount rates (10.0%, 12.5% and 15.0%) chosen to reflect different
assumptions regarding the required rates of return of holders or
prospective buyers of the LIBERTY Common Stock. On the basis of such
varying assumptions, Goldman Sachs estimated that the discounted cash
flow value of LIBERTY on a stand-alone basis ranged from $17.79 to
$36.98 per share. This analysis was based upon managements' projections
of earnings and expected dividends. Managements' projections are based
upon many factors and assumptions, many of which are beyond the control
of LIBERTY.

(f) BREAKEVEN RETURN ANALYSIS. Goldman Sachs computed a
breakeven return analysis using different discount rates (10.0%, 12.5%
and 15.0%), chosen to reflect different assumptions regarding the
required rates of return of holders or prospective buyers of the LIBERTY
Common Stock, to ascertain the annual growth rate in earnings that would
be needed in order to yield the same current value to its shareholders
assuming an acquisition price of $32.32, $33.50 or $35.00 per share.
These analyses, based on various assumptions, estimated that the
necessary earnings growth to achieve: (i) $32.32 (based on a BANC ONE
Average Price of $34.90) in value for a share of LIBERTY Common Stock by
the year ended 1997 is 15.6%, 19.1% and 22.7% applying discount rates of
10.0%, 12.5% and 15.0%, respectively; (ii) $33.50 (based on a BANC ONE
Average Price of $36.17) in value for a share of LIBERTY Common Stock by
the year ended 1997 is 17.0%, 20.6% and 24.2% applying discount rates of
10.0%, 12.5% and 15.0%, respectively; and (iii) $35.00 (based on a BANC
ONE Average Price of $38.18) in value for a share of LIBERTY Common
Stock by the year ended 1997 is 18.8%, 22.4% and 26.0% applying discount
rates of 10.0%, 12.5% and 15.0%, respectively.

The preparation of a fairness opinion is a complex process and is not
necessarily susceptible to partial analysis or summary description. Selecting
portions of the analyses or of the summary set forth above, without considering
the analysis as a whole, could create an incomplete view of the processes
underlying Goldman Sachs' opinion. In arriving at its fairness determination,
Goldman Sachs considered the results of all such analyses. No company or

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transaction used as a comparison in the analyses is identical to LIBERTY or
BANC ONE or the contemplated transaction. The analyses were prepared solely
for purposes of Goldman Sachs' providing its opinion to the Board of Directors
of LIBERTY as to the fairness of the Exchange Rate to be received by the
holders of the outstanding shares of LIBERTY Common Stock pursuant to the
Merger Proposal and do not purport to be appraisals or necessarily reflect the
prices at which businesses or securities actually may be sold. Goldman Sachs
used in its analyses various projections of future performance prepared by the
management of LIBERTY and BANC ONE. Analyses based upon forecasts of future
results are not necessarily indicative of actual future results, which may be
significantly more or less favorable than suggested by such analyses. As
described above, Goldman Sachs' opinion and presentation to the LIBERTY Board
of Directors was one of many factors taken into consideration by the LIBERTY
Board of Directors in making its determination to approve the Merger Proposal.
The foregoing summary does not purport to be a complete description of the
analyses performed by Goldman Sachs and is qualified by reference to the
written opinion of Goldman Sachs set for in Exhibit A hereto, which
shareholders are urged to read in its entirety.

Goldman Sachs, as part of its investment banking business, is continually
engaged in the valuation of businesses and their securities in connection with
mergers and acquisitions, negotiated underwritings, competitive biddings,
secondary distributions of listed and unlisted securities, private placements
and valuations for estate, corporate, and other purposes. Goldman Sachs is
familiar with LIBERTY having acted as its financial advisor in connection with,
and having participated in certain of the negotiations leading to, the Merger
Agreement. LIBERTY selected Goldman Sachs as its financial advisors on the
basis of such firm's experience and expertise in transactions similar to the
Merger. Goldman Sachs is also familiar with BANC ONE having acted as its
financial advisor in connection with, and having participated in, its common
stock offerings in 1990 and 1991 and its Series C convertible preferred
offering in 1991, and may provide investment banking services to BANC ONE in
the future. Goldman Sachs is a full service securities firm and, in the course
of its normal trading activities, it may from time to time effect transactions
and hold positions in securities of LIBERTY and BANC ONE.

Pursuant to a letter agreement dated July 6, 1993 (the "July Letter"), LIBERTY
engaged Goldman Sachs to (i) act as its exclusive financial advisors to assist
LIBERTY in responding to any acquisition proposals it may receive, and (ii)
advise and assist LIBERTY in considering the advisability and the desirability
of any such proposals or strategic alternatives that may be available to
LIBERTY. LIBERTY paid Goldman Sachs $50,000 for its services pursuant to the
terms of the July Letter. Pursuant to the terms of a letter agreement dated
November 2, 1993 (the "November Letter"),

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Goldman Sachs was retained by LIBERTY as its exclusive financial advisors in
connection with a possible sale of LIBERTY. The November Letter provides that
if a sale of LIBERTY is accomplished in one or a series of transactions,
LIBERTY will pay Goldman Sachs a fee in cash equal to 0.625% of the aggregate
consideration paid in such transaction or transactions. Under the November
Letter, if any portion of such aggregate consideration is paid in the form of
securities, the value of such securities, for purposes of calculating the fees
payable to Goldman Sachs, will be determined by the average of the last sales
prices for such securities on the five trading days ending five days prior to
the execution of a definitive agreement pertaining to the transaction. Fees
under the November Letter are payable to Goldman Sachs on the closing of any
transaction or transactions. LIBERTY has agreed to reimburse Goldman Sachs for
its reasonable out-of-pocket expenses and to indemnify Goldman Sachs against
certain liabilities, including certain liabilities under the federal securities
laws.

Engagement of J.J.B. Hilliard, W.L. Lyons, Inc.

On November 17, 1993, J.J.B. Hilliard, W.L. Lyons, Inc. ("Hilliard Lyons"), a
Louisville, Kentucky investment banking firm, was engaged at LIBERTY's request
and on its behalf by Goldman Sachs to assist with due diligence and investor
communications in connection with the Merger. As of December 31, 1993,
Hilliard Lyons beneficially owned 1,297,668 shares or 5.04% of LIBERTY Common
Stock. In connection with its services, Hilliard Lyons received a fee of
$50,000, plus $120,000 payable upon consummation of the Merger. LIBERTY has
also agreed to reimburse Hilliard Lyons for its reasonable out-of-pocket
expenses and to indemnify Hilliard Lyons against certain liabilities, including
certain liabilities under federal securities laws.

Effective Time

If the Merger Proposal is approved by the requisite votes of the shareholders
of LIBERTY and the other conditions to the Merger are satisfied or
waived, the Effective Time shall be the date of the completion of the filing of
the articles of merger with the Secretary of State of the Commonwealth of
Kentucky with respect thereto pursuant to the applicable provisions of the
Kentucky Revised Statutes. See "SUMMARY OF THE TRANSACTION--Regulatory
Approvals."

Conditions to the Merger; Termination

Consummation of the Merger is subject to satisfaction of a number of
conditions, including:

(1) the receipt of all necessary approvals of the Merger and
the transactions contemplated by the Merger

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Agreement by governmental agencies and authorities, including the
Federal Reserve, the Kentucky Commissioner, and the Indiana
Commissioner, which approvals shall remain in full force and
effect at the Effective Time. Approvals of the Federal Reserve,
the Kentucky Commissioner and the Indiana Commissioner have been
received;

(2) there being no change in the consolidated financial
condition, aggregate net assets, shareholders' equity,
business or operating results of LIBERTY and its
subsidiaries, taken as a whole, or of BANC ONE and its
subsidiaries, taken as a whole, from September 30, 1993
to the Effective Time, that has had a LIBERTY Material
Adverse Effect or a BANC ONE Material Adverse Effect (as
those terms are defined in the Merger Agreement) on the
affected party;

(3) compliance by LIBERTY, BANC ONE and Acquisition Corp.
with their respective covenants and confirmation of their
respective representations and warranties as set forth in
the Merger Agreement, including the agreement of LIBERTY
that, except with the approval of BANC ONE or as
otherwise permitted by the Merger Agreement, it will not

(a) from September 30, 1993 to the Effective Time,
pay any cash dividends except for cash dividends
which shall be equal to (i) $.17 per share for
the three months of August, September and
October, 1993, (ii) $.13 per share for the
months of November and December, 1993, and (iii)
$.195 per share per quarter for each quarter
beginning with the first calendar quarter of
1994 and each subsequent quarter; provided that
no dividend shall be paid for the calendar
quarter in which the Effective Time occurs and
in which the shareholders of LIBERTY are
entitled to receive regular quarterly dividends
on shares of BANC ONE Common Stock into which
the shares of LIBERTY Common Stock have been
converted;

(b) effect any changes in connection with its equity
capitalization except as related to the Option
and certain outstanding stock options and the
issuance of shares of LIBERTY Common Stock in
connection with LIBERTY's acquisition of First
Federal Savings Bank on November 30, 1993; or

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(c) except as may be directed by any regulatory
agency, conduct its banking operations other
than in the ordinary course of business;

(4) approval and adoption of the Merger Agreement and the
Merger by the requisite vote of the holders of LIBERTY
Common Stock (see "MERGER--General" and "VOTING AND
MANAGEMENT INFORMATION--Voting");

(5) receipt by LIBERTY and BANC ONE of the opinion relative
to the Federal income tax consequences referred to under
the caption "MERGER--Federal Income Tax Consequences";

(6) receipt by BANC ONE of an opinion from LIBERTY's counsel
and receipt by LIBERTY of opinions from counsel for BANC
ONE and Acquisition Corp., which opinions are to be in
the general form of those annexed to the Merger
Agreement;

(7) satisfaction by BANC ONE and LIBERTY of the respective
earnings tests set forth in the Merger Agreement;

(8) fractional share interests in BANC ONE Common Stock to be
paid to former holders of LIBERTY Common Stock in cash in
the exchange (see "MERGER--Fractional Shares") and shares
of BANC ONE Common Stock to which holders of LIBERTY
Common Stock would have been entitled as of the Effective
Time but who, as of the Effective Time, have taken steps
to perfect their rights as dissenting shareholders
pursuant to the provisions of applicable law, shall not
exceed 10% of the maximum aggregate number of shares of
BANC ONE Common Stock which could be issued as a result
of the Merger;

(9) the shares of BANC ONE Common Stock to be issued to the
holders of LIBERTY Common Stock shall have been approved
for listing on the NYSE;

(10) receipt by BANC ONE of the written opinion of Coopers &
Lybrand, independent certified public accountants, that
the transaction contemplated by the Merger Agreement may
be properly accounted for as a pooling-of-interests;

(11) the holders of all credit agreements (other than
LIBERTY's outstanding 7 3/4% Senior Notes Due 1999), if
any, on which LIBERTY or any subsidiary is the maker,
issuer or guarantor and which contain

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<PAGE> 51
provisions which make the acquisition of LIBERTY by or
merger into another entity a condition of default or
acceleration and which default or acceleration would
have a material adverse effect on LIBERTY, shall have
provided BANC ONE with written waivers of all such
provisions;

(12) the total number of shares of LIBERTY Common Stock issued
and outstanding together with the total number of shares
of LIBERTY Common Stock related to outstanding and
unexercised options (excluding the shares of LIBERTY
Common Stock subject to the Option granted to BANC ONE
pursuant to the terms of the Merger Agreement) shall not
be more than 26,662,613;

(13) receipt by LIBERTY of an opinion of Goldman Sachs to the
effect that, in the opinion of such firm, the Exchange
Rate is fair to the holders of LIBERTY Common Stock;

(14) First Federal Savings Bank shall have merged with and
into a commercial bank subsidiary of LIBERTY or the
charter of First Federal Savings Bank shall have been
converted into that of a commercial bank (which condition
has been satisfied); and

(15) the receipt by BANC ONE of an opinion from LIBERTY's
counsel to the effect that neither the execution and
delivery of the Merger Agreement and the consummation of
the transactions contemplated thereby nor the execution
and delivery of the Option Agreement and consummation of
the transactions contemplated thereby trigger any rights
under the rights plan adopted by LIBERTY's Board on
August 19, 1992. See "Comparative Rights of Shareholders
-- LIBERTY Shareholder Rights Agreement."

Any of the provisions of the Merger Agreement, including the foregoing
conditions, may be waived at any time by the party which is, or the
shareholders of which are, entitled to the benefits thereof; provided, however,
that such waiver, if material to LIBERTY or its shareholders, may be made only
following due authorization by the LIBERTY Board. The Merger Agreement may be
modified by a duly authorized written agreement of all of the parties.
However, after the shareholders of LIBERTY have approved the Merger Proposal,
LIBERTY may amend the Merger Agreement (without shareholder approval) only if,
in the opinion of LIBERTY's Board of Directors, such amendment will not have
any material adverse effect on the benefits intended under the Merger Agreement
for the shareholders of LIBERTY.

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The Merger Agreement may be terminated at any time prior to the Effective Time,
whether before or after approval by the shareholders of LIBERTY, by written
notice from BANC ONE to LIBERTY, or from LIBERTY to BANC ONE, as the case may
be, upon the occurrence of any of the following: (i) if any material condition
to either party's obligations under the Merger Agreement is not either
substantially satisfied or waived at the time or times contemplated thereby
(each party's right to terminate under this clause (i) shall relate only to
conditions to that party's obligations); (ii) in the event of a material breach
by a party of the Merger Agreement that is not cured within 30 days of the
giving of notice to such party by the other party; or (iii) if the Merger shall
not have been consummated on or before October 15, 1994. The Merger Agreement
also may be terminated, and the Merger thereby abandoned, by the mutual consent
of the Boards of Directors of LIBERTY, BANC ONE and Acquisition Corp. at any
time prior to the Effective Time.

LIBERTY, by action of the LIBERTY Board, may elect to exercise the LIBERTY
Termination Right, whether before or after approval of the Merger Proposal by
the shareholders of Acquisition Corp. or LIBERTY, by giving the LIBERTY
Termination Notice to BANC ONE within four NYSE trading days after the
Valuation Period if the Average BANC ONE Closing Price during the Valuation
Period provides less than $32 in value per LIBERTY share. If the Average BANC
ONE Closing Price is less than $31.82 during the Valuation Period, then upon
receipt of the LIBERTY Termination Notice by BANC ONE, the Merger Agreement
provides it shall be terminated. If the Average BANC ONE Closing Price is
equal to or more than $31.82 but less than $34.55 during the Valuation Period,
then upon receipt of the LIBERTY Termination Notice, BANC ONE shall have the
option to (i) nullify LIBERTY's election to terminate the Merger Agreement by
increasing the Exchange Rate to provide $32.00 in value per LIBERTY share,
based on the Average BANC ONE Closing Price during the Valuation Period, or
(ii) accept LIBERTY's election to terminate the Merger Agreement by giving
written notice to LIBERTY of such acceptance of termination within two NYSE
trading days of BANC ONE's receipt of the LIBERTY Termination Notice. Upon
BANC ONE's notice to LIBERTY of such acceptance of termination, the Merger
Agreement shall be terminated. The foregoing prices of BANC ONE Common Stock
have been adjusted to reflect BANC ONE's 10% stock dividend paid on March 4,
1994 and are subject to further adjustment in certain circumstances. For a
discussion of the effect of the Proposed Amendment on the LIBERTY Termination
Notice, see "MERGER--Alternate Plan of Merger."

The Average BANC ONE Closing Price for the fifteen consecutive trading days
ending on June 24, 1994, was $35.87. In the event that the Average BANC ONE
Closing Price is less than $34.55 during the Valuation Period, the LIBERTY
Board will then decide

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whether to exercise the LIBERTY Termination Right based on its review of the
relevant facts and circumstances then existing. The LIBERTY Board may exercise
the LIBERTY Termination Right even if the LIBERTY shareholders have previously
approved the Merger Proposal.

If the Merger is not consummated other than by reason of a willful breach of
any party to the Merger Agreement or pursuant to LIBERTY's election to
terminate the Merger Agreement described in the preceding paragraphs, LIBERTY,
BANC ONE and Acquisition Corp. will each pay all of its own expenses incurred
incident to such transaction, except for printing expenses which will be paid
by BANC ONE.

Alternate Plan of Merger

The Merger Proposal also would authorize LIBERTY to enter into the Proposed
Amendment and to consummate the Merger in accordance with an alternate plan of
merger, which would be entered into, if at all, only in the event that the
Average BANC ONE Closing Price during the Valuation Period is less than $31.82.
In that event, the Proposed Amendment would entitle LIBERTY, at the time it
delivers the LIBERTY Termination Notice, to (i) elect to terminate the Merger
Agreement, or (ii) give BANC ONE the option either to (a) increase the Exchange
Rate to provide at least $32.00 in value per LIBERTY share, based on the
Average BANC ONE Closing Price during the Valuation Period, or (b) accept
Liberty's termination of the Merger Agreement. The Proposed Amendment must also
be approved by BANC ONE and its wholly owned subsidiary, Acquisition
Corporation, and to date BANC ONE has not agreed to the Proposed Amendment.

The Merger Agreement currently does not authorize LIBERTY to accept an offer
from BANC ONE to increase the Exchange Rate to provide $32.00 in value per
LIBERTY share in the event that the Average BANC ONE Closing Price is less than
$31.82 during the Valuation Period. When the parties entered into the Merger

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Agreement on November 2, 1993, the closing price of BANC ONE Common Stock on
the NYSE was $34.09 (as adjusted to reflect the 10% stock dividend paid on
March 4, 1994). Since that time, the closing prices for BANC ONE Common Stock
on the NYSE have ranged from $35.97 to $30.75. The closing price of BANC ONE
Common Stock on the NYSE on June 24, 1994 was $34.38. In the event the Average
BANC ONE Closing Price during the Valuation Period is less than $31.82 and BANC
ONE offers to increase the Exchange Rate to provide $32.00 in value per LIBERTY
share, the LIBERTY Board believes that under the current terms of the Merger
Agreement, it would be appropriate for LIBERTY to resolicit its shareholders
before the LIBERTY Board could accept an offer to consummate the Merger on the
basis of the increased Exchange Rate.

In the event the Average BANC ONE Closing Price during the Valuation Period is
less than $31.82, the Proposed Amendment would expressly authorize the LIBERTY
Board, without any further action by LIBERTY's shareholders, to offer not to
terminate the Merger Agreement if BANC ONE increases the Exchange Rate to
provide $32.00 in value per LIBERTY share and to cause LIBERTY to consummate
the Merger at the increased Exchange Rate. For purposes of the Proposed
Amendment, the terms and conditions of the Merger Agreement other than the
Exchange Rate and terms and conditions related directly to the Exchange Rate
would remain substantially unchanged.

The LIBERTY Board is submitting the Proposed Amendment as part of the Merger
Proposal because it believes it would be beneficial to increase LIBERTY's
flexibility to act on the Merger Agreement if the Average BANC ONE Closing
Price during the Valuation Period is less than $31.82. Representatives of
LIBERTY and BANC ONE have considered the possibility of amending the Merger
Agreement to facilitate consideration by LIBERTY of an offer of $32.00 in value
per LIBERTY share even if the Average BANC ONE Closing Price is less than
$31.82 during the Valuation Period. BANC ONE thus far has not indicated an
interest in such an amendment, and there can, of course, be no assurance that
BANC ONE would agree to the Proposed Amendment or agree to increase the
Exchange Rate in such an event. However, the LIBERTY Board believes it is in
the best interest of LIBERTY, its shareholders and other constituencies for
LIBERTY to be in a position, so long as LIBERTY shareholders receive at least
$32.00 in value per LIBERTY share, to give LIBERTY's Board of Directors the
flexibility to offer BANC ONE the option to increase the Exchange Rate without
the delay of a resolicitation of LIBERTY's shareholders even if the Average
BANC ONE Closing Price during the Valuation Period is less than $31.82. In
evaluating whether to extend such an option to BANC ONE, the LIBERTY Board
expects to consider the relevant facts and circumstances existing immediately
after the Valuation Period.

Federal Income Tax Consequences

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The following is a summary of certain material U.S. Federal income tax
consequences of the Merger, including certain consequences to holders of
LIBERTY Common Stock who are citizens or residents of the United States and who
hold their shares as capital assets. It does not discuss all tax consequences
that may be relevant to LIBERTY shareholders subject to special Federal income
tax treatment (such as insurance companies, dealers in securities, certain
retirement plans, financial institutions, tax exempt organizations or foreign
persons), or to LIBERTY shareholders who acquired their shares of LIBERTY
Common Stock pursuant to the exercise of employee stock options or otherwise as
compensation. The summary does not address the state, local or foreign tax
consequences of the Merger, if any.

Pursuant to the terms of the Merger Agreement, LIBERTY and BANC ONE will
receive the opinion of Squire, Sanders & Dempsey, dated as of the Effective
Time, to the effect that based upon the Internal Revenue Code and regulations
thereunder and rulings issued by the Internal Revenue Service in transactions
similar to those contemplated by the Merger Agreement and assuming the Merger
occurs in accordance with the Merger Agreement and conditioned on the accuracy
of certain representations made by LIBERTY and BANC ONE, for Federal income tax
purposes:

(1) The Merger will constitute a reorganization within the
meaning of Section 368(a)(1)(A) and Section 368(a)(2)(E)
of the Internal Revenue Code;

(2) No gain or loss will be recognized by BANC ONE or LIBERTY
as a consequence of the transactions contemplated by the
Merger Agreement;

(3) No gain or loss will be recognized by the shareholders of
LIBERTY on the exchange of their shares of LIBERTY Common
Stock for shares of BANC ONE Common Stock (disregarding
for this purpose any cash received for fractional share
interests to which they may be entitled or pursuant to
the exercise of statutory dissenters' rights);

(4) The Federal income tax basis of the BANC ONE Common Stock
received by holders of LIBERTY Common Stock for their
shares of LIBERTY Common Stock (including fractional
share interests to which they may be entitled) will be
the same as the Federal income tax basis of the LIBERTY
Common Stock surrendered in exchange therefor; and

(5) The holding period of the BANC ONE Common Stock received
by a holder of LIBERTY Common Stock will include the
period for which the LIBERTY Common

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Stock exchanged therefor was held, provided the exchanged LIBERTY
Common Stock was held as a capital asset by such holder on the
date of the exchange.

A LIBERTY shareholder who receives cash in lieu of a fractional share interest
in BANC ONE Common Stock will be treated as having received the cash in
redemption of the fractional share interest. The receipt of cash in lieu of a
fractional share interest should generally result in capital gain or loss to
the holder equal to the difference between the amount of cash received and the
portion of the holder's Federal income tax basis in the LIBERTY Common Stock
allocable to the fractional share interest. Such capital gain or loss will be
long-term capital gain or loss if the holder's holding period for the BANC ONE
Common Stock received, determined as set forth above, is longer than one year.

A dissenting shareholder who receives cash in exchange for shares of LIBERTY
Common Stock will recognize capital gain or loss equal to the difference
between the amount of cash received and the holder's Federal income tax basis
in the shares. Such capital gain or loss will be long-term capital gain or
loss if the holder has held the shares for more than one year as of the
Effective Time.

THE INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION
ONLY AND IS BASED ON THE INTERNAL REVENUE CODE (AND AUTHORITIES THEREUNDER) AS
IN EFFECT ON THE DATE OF THIS PROSPECTUS AND PROXY STATEMENT, WITHOUT
CONSIDERATION OF THE PARTICULAR FACTS OR CIRCUMSTANCES OF ANY SHAREHOLDER.
SHAREHOLDERS ARE URGED TO CONSULT WITH THEIR OWN TAX ADVISORS WITH RESPECT TO
THE FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER IN THEIR PARTICULAR
SITUATIONS, AS WELL AS CONSEQUENCES UNDER ANY APPLICABLE STATE, LOCAL OR
FOREIGN TAX LAWS.

Conversion of Shares and Exchange of Certificates

The Merger Agreement provides that at the Effective Time, the outstanding
shares of LIBERTY Common Stock will be converted into shares of BANC ONE Common
Stock at the Exchange Rate calculated as described under the caption
"MERGER--Exchange Rate." Except in the event that either LIBERTY or BANC ONE
shall declare a stock dividend or distribution upon or subdivide, split up,
reclassify or combine its respective Common Stock or declare a dividend, or
make a distribution, on its respective Common Stock in any security convertible
into such Common Stock prior to the Effective Time or the Proposed Amendment
is agreed upon and its terms implemented, no further adjustments will be made
in the Exchange Rate. However, in the event of such a transaction, appropriate
adjustment will be made in the Exchange Rate. The Exchange Rate has been
adjusted to reflect the 10% stock dividend paid to

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shareholders of BANC ONE Common Stock by BANC ONE on March 4, 1994.

As soon as practicable after the Effective Time, instructions and forms will be
furnished to the former shareholders of LIBERTY for use in surrendering for
cancellation and exchanging their LIBERTY Common Stock share certificates for
certificates for shares of BANC ONE Common Stock. If any certificate for
shares of BANC ONE Common Stock is to be issued in a name other than that in
which the certificate for shares of LIBERTY Common Stock surrendered for
exchange is registered, the certificate so surrendered must be properly
endorsed or otherwise be in proper form for transfer and the person requesting
such exchange must pay to BANC ONE or its transfer agent any applicable
transfer or other taxes required by reason of the issuance of the certificate.

Until so surrendered, certificates formerly representing shares of LIBERTY
Common Stock will be deemed for all purposes to evidence ownership of the
number of shares of BANC ONE Common Stock into which such shares have been
converted. Dividends and other distributions, if any, that become payable in
respect of BANC ONE Common Stock pending exchange of certificates representing
shares of LIBERTY Common Stock will be retained by BANC ONE until surrender of
such certificates, at which time such dividends and distributions will be paid,
without interest. In addition, after the Effective Time, the holders of
certificates formerly representing shares of LIBERTY Common Stock shall cease
to have rights with respect to such shares, and, except as aforesaid, their
sole rights shall be to exchange such certificates for shares of BANC ONE
Common Stock in accordance with the Merger Agreement.

Fractional Shares

No certificates for fractional shares of BANC ONE Common Stock will be issued
in connection with the exchange contemplated by the Merger Agreement. In lieu
thereof, each shareholder of LIBERTY having a fractional interest resulting
from the exchange of LIBERTY Common Stock for BANC ONE Common Stock will be
paid by BANC ONE an amount in cash equal to the value of such fractional
interest based upon the Average BANC ONE Closing Price during the Valuation
Period.

Effect on LIBERTY Employee Benefits Plans, Programs and Arrangements

Within a reasonable time after the Merger, but in no event earlier than January
1, 1995, LIBERTY's employee benefit programs will generally be either
terminated and replaced with, or merged into the comparable employee benefit
programs of BANC ONE. In general, years of service counted for purposes of the
LIBERTY employee

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benefit plans will count for purposes of eligibility for BANC ONE benefit
programs and there will be no preexisting condition or other similar
limitations on LIBERTY employees' eligibility for BANC ONE programs if they
enroll when first eligible.

For purposes of LIBERTY's 1989 Retirement Plan, employees will receive a benefit
equal to at least their benefit as accrued under LIBERTY's Retirement Plan as
of the day immediately preceding the date it and the BANC ONE plans merge, plus
a benefit computed under the BANC ONE retirement plan's formula, using only
service credited from and after the date the plans merge. However, in cases
where it will produce a higher benefit, if BANC ONE's actuaries determine that
the assets of LIBERTY's Retirement Plan are sufficient to fund the additional
liability without additional cost to BANC ONE or to its Retirement Plan Trust,
LIBERTY employees will have their benefit computed under the BANC ONE
retirement plan's benefit formula using all LIBERTY past service and BANC ONE
future service of LIBERTY employees. In that event, the retirement benefit for
former participants in the LIBERTY Retirement Plan will be equal to the greater
of (i) the frozen accrued benefit under the LIBERTY Retirement Plan as of the
day immediately preceding date the plans merge, or (ii) the benefit accrued
under the BANC ONE Retirement Plan formula, recognizing accrual for all
eligible periods of employment with LIBERTY to the same extent that it was
recognized by the LIBERTY Retirement Plan. Past service of LIBERTY employees
will be counted for purposes of eligibility and vesting in the BANC ONE
Retirement Plan.

A different rule applies to the Retirement Plan benefits of any executive vice
president or above of Liberty National Bank and Trust Company of Kentucky who
is age 60 or more at the Effective Time of the Merger. Those persons will be
entitled to the greater of (i) benefits equal to the benefits they would have
received had they remained employed for all of their years of service and
retired under the benefit formula in LIBERTY's current qualified and
nonqualified retirement plans, and (ii) the formula in the BANC ONE Retirement
Plan and nonqualified retirement plan (provided through BANC ONE's nonqualified
retirement plan).

BANC ONE also maintains a 401(k) Plan, into which LIBERTY's 1992 Restated Thrift
Plan will be merged. Matching and profit sharing contributions previously made
by LIBERTY to LIBERTY's Thrift Plan will be fully vested upon the merger of
these two plans.

Under LIBERTY's Stock Option Plan, all options not subject to exercise at the
date of execution of the Merger Agreement became exercisable at that date.
LIBERTY and BANC ONE have agreed that each outstanding stock option under
LIBERTY's Stock Option Plan upon consummation of the Merger will be assumed by
BANC ONE. Each LIBERTY option will be converted into an option to purchase a
number of shares of BANC ONE Common Stock equal to the number of

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shares of LIBERTY Common Stock covered by such unexercised option immediately
before the Merger, multiplied by the Exchange Rate. The aggregate exercise
price of the options immediately before the Merger will remain the same after
the Merger, but the per-share exercise price will be appropriately adjusted.

Officer Compensation Continuation Agreements

Nine officers of Liberty National Bank and Trust Company of Kentucky are
covered by officer compensation continuation agreements that provide them
certain protections in the event of a change in control of LIBERTY ("Liberty
Continuation Agreements"). Two officers of another affiliate bank have very
similar agreements. After the Merger, rights under the Liberty Continuation
Agreements will accrue, if one of the covered officers is terminated without
cause within three years thereafter, or voluntarily terminates his employment
for "good reason," as defined in the agreements. Good reason generally
includes changes in responsibilities, reporting obligations, or in employee
benefit plans or salary arrangements of the officer. The proposed change in
employee benefit programs from LIBERTY plans to BANC ONE plans will likely give
these officers "good reason" so that, should they choose to terminate their
employment within the three year period following the Merger, they will have a
right to the severance payments and continued benefits set forth in the Liberty
Continuation Agreements.

Compensation to be paid under the Liberty Continuation Agreements includes (a)
the unpaid balance of the officer's base salary through the date of
termination; (b) the covered officer's base salary for the 36 months following
the date of termination; (c) relocation expenses; (d) legal fees and expenses
incurred in contesting any termination or enforcing a continuation agreement;
(e) continued participation for 36 months from the date of termination in all
employee benefit plans to the extent possible or participation in substantially
similar plans if continued participation is barred; and (f) the right to
exercise all unexercised stock options, whether or not currently exercisable,
under the Option Plan. Compensation to be received by covered officers will
not be reduced by any income received from other sources. Compensation will
not be paid for any portion of the 36-month period occurring after the officer
would reach any applicable mandatory retirement age.

Resales by Affiliates

The shares of BANC ONE Common Stock issuable to LIBERTY shareholders upon
consummation of the Merger have been registered under the Securities Act, but
such registration does not cover resales by any person who, directly or
indirectly, controls, or is controlled by, or is under common control with
LIBERTY at the time

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the Merger Proposal is submitted for approval by a vote of the shareholders of
LIBERTY (individually, a "LIBERTY Affiliate" and collectively, "LIBERTY
Affiliates"). BANC ONE Common Stock received and beneficially owned by those
LIBERTY shareholders who are deemed to be LIBERTY Affiliates may be resold
without registration as provided for by Rule 145 under the Securities Act, or
as otherwise permitted. Each LIBERTY Affiliate who desires to resell the BANC
ONE Common Stock received in the Merger must sell such BANC ONE Common Stock
either (i) pursuant to an effective registration statement under the Securities
Act, (ii) in accordance with the applicable provisions of Rule 145 under the
Securities Act or (iii) in a transaction which, in the opinion of counsel for
such LIBERTY Affiliate or as described in a "no-action" or interpretive letter
from the Staff of the Commission, in each case reasonably satisfactory in form
and substance to BANC ONE, states that such resale is exempt from the
registration requirements of the Securities Act.

Rule 145(d) requires that persons deemed to be LIBERTY Affiliates resell their
BANC ONE Common Stock pursuant to certain of the requirements of Rule 144 under
the Securities Act if such BANC ONE Common Stock is sold within the first two
years after the receipt thereof. After two years, if such person is not a
person who, directly or indirectly, controls, is controlled by, or is under
common control with BANC ONE (a "BANC ONE Affiliate") and BANC ONE is current
in the filing of its periodic securities law reports, a former LIBERTY
Affiliate may freely resell the BANC ONE Common Stock received in the Merger
without limitation. After three years from the issuance of the BANC ONE Common
Stock, if such person is not a BANC ONE Affiliate at the time of sale or for at
least three months prior to such sale, such person may freely resell such BANC
ONE Common Stock, without limitation, regardless of the status of BANC ONE's
periodic securities law reports.

LIBERTY has agreed to provide BANC ONE with a list of those persons who may be
deemed to be LIBERTY Affiliates at the time of the Special Meeting. LIBERTY
will use its best efforts to cause each such person to deliver to BANC ONE
prior to the Effective Time a written agreement to the effect that no sale will
be made of any shares of BANC ONE Common Stock received in the Merger by a
LIBERTY Affiliate except (i) in accordance with the Securities Act and (ii) if,
as it expects to do, BANC ONE utilizes pooling-of-interests accounting in
accounting for the Merger, until such time as BANC ONE shall first publish the
financial results of at least 30 days of post-merger combined operations of
LIBERTY and BANC ONE, provided that BANC ONE shall publish such results not
later than four months from the Effective Time. The certificates of BANC ONE
Common Stock issued to LIBERTY Affiliates in the Merger may contain an
appropriate restrictive legend, and appropriate stop transfer orders may be
given to the transfer agent for such certificates.

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Accounting Treatment

BANC ONE expects to account for the acquisition of LIBERTY as a
pooling-of-interests.

The Option

As a condition to BANC ONE's entering into the Merger Agreement, and in
consideration therefor, LIBERTY and BANC ONE entered into the Option Agreement
dated as of November 2, 1993, pursuant to which LIBERTY granted BANC ONE the
Option. The Option Agreement has the effect of increasing the likelihood that
the Merger will be consummated because it makes it more difficult and more
expensive for another party to obtain control of or acquire LIBERTY.

GRANT OF OPTION. The Option entitles BANC ONE to purchase up to 5,064,663
authorized but unissued shares of LIBERTY Common Stock, representing 19.9% of
the shares of LIBERTY Common Stock issued and outstanding on November 2, 1993,
at $28.00 per share (the closing trade price of a share of LIBERTY Common Stock
on the Nasdaq National Market on November 2, 1993). If before the Merger any
additional shares of LIBERTY Common Stock are changed into a different number
of shares by reason of any stock dividend, reclassification, recapitalization,
split-up, combination or exchange of LIBERTY Common Stock, the number of shares
of LIBERTY Common Stock subject to the Option will be increased so that, after
that issuance, the number of shares of LIBERTY Common Stock subject to the
Option effectively equals 19.9% of the number of shares of LIBERTY Common Stock
then issued and outstanding without giving effect to any shares subject to or
issued pursuant to the Option.

TRIGGERING EVENTS; EXERCISE OF OPTION. The Option Agreement provides that BANC
ONE may exercise the Option, in whole or in part, at any time or from time to
time after the occurrence of both an Initial Triggering Event (as hereinafter
defined) and a Purchase Event (as hereinafter defined) if, but only if, both
the Initial Triggering Event and the Purchase Event shall have occurred prior
to the occurrence of an Option Termination Event (as hereinafter defined) by
giving written notice of such exercise within 30 days following such Purchase
Event.

For purposes of the Option Agreement:

(a) The term "Initial Triggering Event" means the occurrence
of any of the following events and the good faith determination by BANC ONE
that there is a reasonable likelihood that as a result of the occurrence of any
such event, consummation of the Merger is jeopardized:

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(i) any person, corporation, entity or group (or
persons acting together; collectively, a "person") (other than
BANC ONE or any subsidiary or affiliate thereof) shall have
commenced a bona fide offer to purchase shares of LIBERTY Common
Stock such that, upon consummation of such offer, such person
would own or control 10% or more of the outstanding shares of
LIBERTY Common Stock, or shall have entered into an agreement
with LIBERTY, or shall have filed an application or notice with
the Federal Reserve or any other federal or state regulatory
agency for clearance or approval, to (A) merge or consolidate or
enter into any similar transaction with LIBERTY, (B) purchase,
lease or otherwise acquire all or substantially all of the assets
of LIBERTY, or (C) purchase or otherwise acquire securities
representing beneficial ownership of 10% or more of the
outstanding voting power of LIBERTY (including securities
acquired by way of merger, consolidation, share exchange or any
similar transaction);

(ii) any person (other than BANC ONE or any
subsidiary or affiliate thereof or subsidiary of LIBERTY in a
fiduciary capacity) shall have acquired beneficial ownership or
the right to acquire beneficial ownership of 10% or more of the
outstanding shares of LIBERTY Common Stock;

(iii) any person (other than BANC ONE or any
subsidiary or affiliate thereof) shall have made a bona fide
proposal to LIBERTY after November 2, 1993, by public
announcement or written communication that is the subject of
public disclosure or regulatory report or filing to (A) acquire
LIBERTY by merger, consolidation, purchase of all or
substantially all of its assets or any other similar transaction,
or (B) make an offer described in paragraph (i), above;

(iv) any person shall have solicited proxies in a
proxy solicitation subject to Regulation 14A under the Exchange
Act in opposition to approval of the Merger Agreement by
LIBERTY's shareholders; or

(v) LIBERTY shall have willfully breached any
provision of the Merger Agreement, which breach would entitle
BANC ONE to terminate the Merger Agreement, and such breach shall
not have been cured pursuant to the terms of the Merger
Agreement.

(b) The term "Purchase Event" means the occurrence of either
one of the following events:

(i) any person (other than BANC ONE or any

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subsidiary or affiliate thereof) shall have acquired 50% or more
of the then outstanding shares of LIBERTY Common Stock; or

(ii) LIBERTY shall have entered into an agreement
with another person (other than BANC ONE or any subsidiary
thereof) pursuant to which such person is entitled to acquire 50%
or more of the then outstanding shares of LIBERTY Common Stock.

(i) the consummation of the Merger at the Effective
Time;

(ii) the receipt by BANC ONE or LIBERTY of written
notice from the Federal Reserve to the effect that the exercise
of the Option pursuant to the terms of the Option Agreement is
not consistent with Section 3 of the Bank Holding Company Act of
1956, as amended;

(iii) termination of the Merger Agreement by BANC ONE
in accordance with the provisions thereof if such termination
occurs prior to the occurrence of an Initial Triggering Event;

(iv) the first business day after the 365th calendar
day following the termination of the Merger Agreement by BANC ONE
in accordance with the provisions thereof if such termination
occurs after the occurrence of an Initial Triggering Event,
provided that the Option shall in all events expire not later
than 18 months after such Initial Triggering Event; provided,
however, that if the Option is otherwise exercisable but cannot
be exercised on such day solely because of any injunction, order
or similar restraint issued by a court of competent jurisdiction,
the Option shall expire on the 20th business day after such
injunction, order or restraint shall have been dissolved or when
such injunction, order or restraint shall have become permanent
and no longer subject to appeal, as the case may be;

(v) termination of the Merger Agreement by LIBERTY
in accordance with the provisions thereof; or

(vi) termination of the Merger Agreement by mutual
consent of BANC ONE and LIBERTY.

As of the date hereof, no Initial Triggering Event or Purchase Event has
occurred.

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REGISTRATION RIGHTS. LIBERTY shall, if requested by BANC ONE, as expeditiously
as possible, file a registration statement on a form of general use under the
Securities Act if necessary to permit the sale or other disposition of the
shares of LIBERTY Common Stock that shall have been acquired upon exercise of
the Option in accordance with the intended method of sale or other disposition
requested by BANC ONE. LIBERTY has agreed to use its best efforts to cause
that registration statement to become effective and to remain effective for
such period not in excess of 270 calendar days from the day such registration
first becomes effective as may be reasonably necessary to effect such sale or
other disposition. BANC ONE has the right to demand one such registration.
The Option Agreement provides that any such sale or other disposition shall be
effected on a widely distributed basis so that insofar as it is reasonably
possible, upon consummation thereof no purchaser or transferee shall
beneficially own more than 2% of the then outstanding voting power of LIBERTY.

TERMINATION OF OPTION. The Option will terminate upon the occurrence of an
Option Termination Event.

COMPARATIVE RIGHTS OF SHAREHOLDERS

Description of BANC ONE Stock

GENERAL. The authorized capital stock of BANC ONE consists of 600,000,000
shares of BANC ONE Common Stock and 35,000,000 shares of Preferred Stock,
without par value ("Preferred Stock"), divided into 10,000,000 shares of Class
A Preferred Stock, 1,000,000 shares of Class B Convertible Preferred Stock
("Class B Preferred Stock") and 24,000,000 shares of Class C Preferred Stock of
which the $3.50 Cumulative Convertible Preferred Stock constitutes a series
("Series C Preferred Stock"). As of March 31, 1994, there were issued and
outstanding 4,998,000 shares of Series C Preferred Stock and 381,835,796 shares
of BANC ONE Common Stock.

The following summary of the terms of BANC ONE's capital stock does not purport
to be complete and is qualified in its entirety by reference to the applicable
provisions of the Ohio General Corporation Law and BANC ONE's Articles.

COMMON STOCK. Holders of BANC ONE Common Stock are entitled to receive
dividends out of funds legally available therefor as and if declared by the
Board of Directors, provided that, so long as any shares of Preferred Stock are
outstanding, no dividends (other than dividends payable in BANC ONE Common
Stock) or other distributions (including redemptions and purchases) may be made
with respect to the BANC ONE Common Stock unless full cumulative dividends on
the shares of Preferred Stock have been paid.

Holders of shares of BANC ONE Common Stock are entitled to one

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vote for each share for the election of directors and on all other matters.
Holders of BANC ONE Common Stock vote together as a class with holders of Class
A Preferred Stock and Class B Preferred Stock. Generally, holders of Series C
Preferred Stock have no voting rights.

The issued and outstanding shares of BANC ONE Common Stock are fully paid and
nonassessable. The holders of BANC ONE Common Stock are not entitled to
preemptive rights or conversion or redemption rights. The BANC ONE Common
Stock does not have cumulative voting rights in the election of directors.

In the event of the voluntary or involuntary dissolution, liquidation or
winding up of BANC ONE, holders of BANC ONE Common Stock will be entitled to
receive, pro rata, after satisfaction in full of the prior rights of creditors
(including holders of BANC ONE's indebtedness) and holders of Preferred Stock,
all the remaining assets of BANC ONE available for distribution.

PREFERRED STOCK. The Board of Directors has the authority to issue each class
of Preferred Stock in one or more series and to fix the designations, number of
shares, dividends, redemption rights, sinking fund requirements, liquidation
prices, conversion rights and other rights, qualifications, limitations or
restrictions thereon (except voting rights) as the Board of Directors may from
time to time be permitted by law to fix or change.

Generally holders of shares of Class C Preferred Stock have no voting rights.
The approval of a majority of the outstanding shares of Class C Preferred Stock
voting together as a class is required in order to amend BANC ONE's Articles to
affect adversely the rights of the holders of the Class C Preferred Stock or to
take any action that would result in the creation of or an increase in the
number of authorized shares senior or superior with respect to dividends or
upon liquidation to the Class C Preferred Stock. Holders of Class C Preferred
Stock also have the right to elect two additional directors during any period
in which dividends on Class C Preferred Stock are cumulatively in arrears in
the amount of six or more full quarterly dividends.

Currently, there are outstanding shares of Class C Preferred Stock. Holders of
Class C Preferred Stock are entitled to receive out of funds legally available
therefor cumulative cash dividends at the annual rate of $3.50 per share
payable quarterly on the last day of March, June, September and December in
each year.

In the event that full cumulative dividends on outstanding shares of Class C
Preferred Stock have not been paid, no dividends may be declared or paid on,
and no amounts may be set aside or applied to the redemption or purchase of,
any shares of BANC ONE Common Stock

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or any other shares of capital stock of BANC ONE ranking junior to shares of
Class C Preferred Stock.

Upon the voluntary or involuntary dissolution, liquidation or winding up of
BANC ONE, holders of Class C Preferred Stock are entitled to receive a
preferential distribution of $50 per share plus accrued and unpaid dividends,
if any.

At the option of the holder of any shares of Class C Preferred Stock, such
shares may be converted into shares of BANC ONE Common Stock at the conversion
rate then in effect. The current conversion rate is 1.75362 shares of BANC ONE
Common Stock for each share of Class C Preferred Stock and is subject to
adjustment for stock dividends, subdivisions, splits and combinations and any
distribution of rights or warrants to purchase BANC ONE Common Stock at a price
per share less than the BANC ONE Common Stock's then-current market value.

The issued shares of Class C Preferred Stock may be redeemed, in whole or in
part, by BANC ONE at its election at any time after April 15, 1995, at a
redemption price of $52.10 per share during the period from April 15, 1995, to
but not including March 31, 1996, and thereafter at the redemption prices
during the 12-month periods beginning on March 31 of the years shown below,
plus accrued and unpaid dividends, if any.

<TABLE>
<CAPTION>
Year Redemption Price
---- ---------- -----
<S> <C>
1996 . . . . . . . . . . . . . . . . . . . . . . . . $51.75
1997 . . . . . . . . . . . . . . . . . . . . . . . . $51.40
1998 . . . . . . . . . . . . . . . . . . . . . . . . $51.05
1999 . . . . . . . . . . . . . . . . . . . . . . . . $50.70
2000 . . . . . . . . . . . . . . . . . . . . . . . . $50.35
2001 and thereafter . . . . . . . . . . . . . . . . . $50.00
</TABLE>

Special Voting Requirements for Certain Transactions

Article Eleventh of BANC ONE's Articles incorporates, to a large extent, the
provisions of the Ohio control share acquisition statute (Section 1701.831 of
the Ohio Revised Code). Article Eleventh sets forth procedures for obtaining
shareholder consent of "control share acquisitions" subject to the right of the
Board of Directors to screen out proposals that do not meet certain standards
set forth in Article Eleventh. Article Eleventh defines a "control share
acquisition" as any acquisition, directly or indirectly, of shares of BANC ONE
which, when added to all other shares of BANC ONE owned or controlled by the
acquiror, would entitle the acquiror, alone or with others, to exercise or
direct the exercise of voting power in BANC ONE in the election of directors
within any of the following ranges of voting power: (a) one-fifth or more but
less than one-third; (b) one-third or more

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but less than a majority; and (c) a majority or more. A bank, broker, nominee,
trustee, or other person who acquires shares in the ordinary course of business
for the benefit of others in good faith and not for the purpose of
circumventing Article Eleventh shall, however, be deemed to have voting power
only of shares in respect of which such person would be able to exercise or
direct the exercise of votes without further instruction from others at a
meeting of shareholders called under Article Eleventh. A control share
acquisition which meets certain criteria set forth in Article Eleventh as
determined by the Board of Directors must be presented to a meeting of the
shareholders of BANC ONE and approved by the affirmative vote of both (a) a
majority of the voting power represented at the meeting and (b) a majority of
that portion of such voting power excluding any "interested shares"; that is,
those shares held by the acquiring person, executive officers of BANC ONE and
employees of BANC ONE who are also directors. Article Eleventh may be amended
by a vote of 85% of the votes entitled to be cast by all holders of voting
stock.

BANC ONE's Articles also include a "fair price" provision which is designed to
provide reasonable assurances to shareholders that in the event any shareholder
or group of shareholders acquires 20% or more of BANC ONE's voting stock (the
"Acquiror") and then seeks to acquire all or part of the remaining voting stock
through a merger or other transaction which would force a change or termination
of the other shareholders' ownership interests (a "Business Combination"), such
other shareholders must receive consideration at least equivalent to that paid
by the Acquiror in acquiring its 20% stock interest, unless the Business
Combination is approved either (i) by a majority of directors who are unrelated
to the Acquiror or (ii) by the affirmative vote of 75% of all the votes
entitled to be cast by all holders of voting stock and 67% of the votes
entitled to be cast by all holders of voting stock held by shareholders other
than the Acquiror ("Special Shareholder Vote").

This provision operates by requiring that after an Acquiror emerges, any
Business Combination which has the effect of requiring shareholders to
surrender their shares must satisfy one of the following conditions:

(a) FAIR CONSIDERATION TO SHAREHOLDERS. The terms of the
Business Combination must provide for payment of
consideration which is at least equivalent to the highest
price paid to other shareholders by the Acquiror in
acquiring its 20% stock position and must be approved by
shareholders as otherwise required by applicable law; or

(b) UNRELATED DIRECTOR APPROVAL. The Business Combination
must be approved as fair to shareholders by a majority of
the directors who are not

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affiliated with the Acquiror and who were directors before the
Acquiror acquired its 20% stock position or who were nominated or
elected to succeed such directors by the other unaffiliated
directors ("Unrelated Directors") and must be approved by
shareholders as otherwise required by applicable law; or

The Article containing this provision may be amended only by a vote of 85% of
the votes entitled to be cast by all holders of voting stock, unless the
amendment is approved unanimously by the Unrelated Directors, in which case
only majority shareholder approval would be required.

Chapter 1704 of the Ohio Revised Code (the "Ohio Statute") is similar to the
"fair price" provision contained in BANC ONE's Articles. The Ohio Statute
prohibits an "Issuing Public Corporation" from engaging in a "Chapter 1704
Transaction" with an "Interested Shareholder" for a period of three years
following the date on which the person becomes an "Interested Shareholder"
unless, prior to such date, the directors of the "Issuing Public Corporation"
approve either the "Chapter 1704 Transaction" or the acquisition of shares
pursuant to which such person became an "Interested Shareholder." An "Issuing
Public Corporation" is an Ohio corporation with 50 or more shareholders which
has its principal place of business, principal executive offices or substantial
assets within the State of Ohio. BANC ONE is currently an Issuing Public
Corporation. An "Interested Shareholder" is any person who is the beneficial
owner of a sufficient number of shares to allow such person, directly or
indirectly, alone or with others, including affiliates and associates, to
exercise or direct the exercise of 10% of the voting power of the Issuing
Public Corporation. A "Chapter 1704 Transaction" includes any merger,
consolidation, combination or majority share acquisition between or involving
an Issuing Public Corporation and an Interested Shareholder or an affiliate or
associate of an Interested Shareholder. A Chapter 1704 Transaction also
includes certain transfers of property, dividends and issuance or transfers of
shares, from or by an Issuing Public Corporation or a subsidiary of an Issuing
Public Corporation to, with or for the benefit of an Interested Shareholder or
an affiliate or associate of an Interested Shareholder unless such transaction
is in the ordinary course of business of the Issuing Public Corporation on
terms no more favorable to the Interested Shareholder than those acceptable to
third parties as demonstrated by contemporaneous transactions. Finally,
Chapter 1704 Transactions include certain transactions which (i) increase the

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proportionate share ownership of an Interested Shareholder, (ii) result in the
adoption of a plan or proposal for the dissolution, winding up of the affairs
or liquidation of the Issuing Public Corporation if such plan is proposed by or
on behalf of the Interested Shareholder, or (iii) pledge or extend the credit
or financial resources of the Issuing Public Corporation to or for the benefit
of the Interested Shareholder.

After the initial three-year moratorium has expired, an Issuing Public
Corporation may engage in a Chapter 1704 Transaction if (i) the acquisition of
shares pursuant to which the person became an Interested Shareholder received
the prior approval of the board of directors of the Issuing Public Corporation,
(ii) the Chapter 1704 Transaction is approved by the affirmative vote of the
holders of shares representing at least two-thirds of the voting power of the
Issuing Public Corporation and by the holders of at least a majority of voting
shares which are not beneficially owned by an Interested Shareholder or an
affiliate or associate of an Interested Shareholder, or (iii) the Chapter 1704
Transaction meets certain statutory tests designed to ensure that it be
economically fair to all shareholders.

Comparison of BANC ONE Common Stock and LIBERTY Common Stock

The rights of shareholders of BANC ONE are governed by BANC ONE's Articles and
Code of Regulations and the applicable provisions of the Ohio General
Corporation Law ("OGCL"), while the rights of the shareholders of LIBERTY are
governed by LIBERTY's Articles and By-laws and the applicable provisions of the
Kentucky Revised Statutes ("KRS"). If the holders of LIBERTY Common Stock
approve the Merger Agreement and the Merger is subsequently consummated,
holders of LIBERTY Common Stock will become holders of BANC ONE Common Stock.
The following comparison of the rights of holders of LIBERTY Common Stock and
BANC ONE Common Stock is based on current terms of the governing documents of
the respective companies, and on the current provisions of applicable state
law.

The rights of holders of LIBERTY Common Stock and holders of BANC ONE Common
Stock are similar in several respects: each shareholder is entitled to one
vote for each share held on all matters submitted to a vote of shareholders
(except that Kentucky law mandates cumulative voting in the election of
directors of LIBERTY), each shareholder is entitled to receive pro rata any
assets distributed to shareholders upon liquidation, dissolution or winding up
of the affairs of the company (after all creditors have been satisfied and
requisite preferential amounts are paid to the holders of outstanding preferred
stock), each shareholder has no preemptive rights to subscribe for or purchase
any stock or other securities in proportion to their respective holdings upon
the offering or sale by BANC ONE or LIBERTY of such securities to others and
the right to issue preferred stock is available under

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the Articles of both companies. Although it is impracticable to note all the
differences between Ohio law and Kentucky law generally and all of the
differences between the applicable governing documents of BANC ONE and LIBERTY,
the following is intended to be a summary of certain significant differences
between the rights of holders of BANC ONE Common Stock and the rights of
holders of LIBERTY Common Stock.

ELECTION AND REMOVAL OF DIRECTORS. LIBERTY's directors are elected by
cumulative voting. This means that in an election of directors, holders of
LIBERTY Common Stock may give one candidate a number of votes equal to the
number of directors to be elected multiplied by the number of shares owned by
the shareholder, or distribute the number of votes among any number of
candidates. LIBERTY's entire Board of Directors or any lesser number may be
removed, with or without cause, by a vote of the holders of 80% of the shares
then entitled to vote at an election of directors, except that if less than the
entire Board of Directors is to be removed, no director may be removed if the
votes cast against his removal would be sufficient to elect such director if
voted cumulatively at an election of directors. Cumulative voting makes it
more likely that sizable minority shareholders could elect minority directors
even if opposed by the other shareholders. Under Ohio law, unless otherwise
provided in the articles of incorporation and in the absence of cumulative
voting, the entire Board of Directors or any lesser number may be removed, with
or without cause, by a vote of the holders of a majority of the voting power of
the corporation. BANC ONE's Articles do not contain any provisions modifying
the rights of shareholders to remove directors and prohibit cumulative voting
in the election of directors of BANC ONE.

DIVIDENDS. Under Ohio law, dividends may be paid out of surplus, including
both earned surplus and capital surplus, in cash, property or shares of the
corporation, provided that such dividend payments are not in violation of the
rights of any other class of securities and are not made when the corporation
is insolvent or there is reasonable ground to believe that by such payment it
will be rendered insolvent. A Kentucky corporation may make a distribution to
its shareholders provided that (i) the distribution does not render the
corporation unable to pay its debts as they become due in the usual course of
business, and (ii) the distribution does not result in the corporation's assets
being less than the sum of the corporation's liabilities plus the amount that
would be required, upon dissolution of the corporation if effected at the time
of the distribution, to satisfy the preferential rights upon dissolution of
those shareholders whose preferential rights are superior to those shareholders
receiving the distribution in question. The payment of dividends by bank
holding companies also is subject to certain regulatory constraints. Dividends
paid by both BANC ONE and LIBERTY are

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subject to Federal income tax.

CONTROL SHARE ACQUISITION AND BUSINESS COMBINATION PROVISIONS.

Kentucky law does not contain any provisions similar to the provisions in BANC
ONE's Articles relating to control share acquisitions. Although Kentucky law
does include provisions providing for a moratorium on certain business
combinations in a manner similar to the Ohio Statute, those provisions are not
applicable to bank holding companies, such as LIBERTY, that have not amended
their articles of incorporation to expressly elect to be governed by those
provisions.

SUPERMAJORITY AND FAIR PRICE PROVISIONS. BANC ONE's Articles contain
provisions requiring a supermajority vote for certain business combinations.
See "COMPARATIVE RIGHTS OF SHAREHOLDERS--Special Voting Requirements for
Certain Transactions." LIBERTY's Articles also contain provisions requiring
the supermajority vote of 80% of the combined voting power of LIBERTY's voting
stock for certain business combinations unless the business combination shall
have been approved by a majority of the disinterested directors or the
transaction constituting the business combination provides for fair
consideration to the shareholders. In most respects, the supermajority
provisions of LIBERTY's Articles are substantially similar to the supermajority
provisions of BANC ONE's Articles.

MERGERS, ACQUISITIONS AND CERTAIN OTHER TRANSACTIONS. Kentucky law generally
requires the affirmative vote of the holders of a majority of the outstanding
shares of each class entitled to vote to approve a merger, share exchange or
sale, lease, exchange or other disposition of all or substantially all of
LIBERTY's assets other than in the ordinary course of business. LIBERTY's
Articles require a supermajority vote when any such transaction would
constitute a "business combination" as defined therein, unless approved by a
majority of the disinterested directors or the transaction provides for fair
consideration to all shareholders. Under BANC ONE's Articles, the affirmative
vote of the holders of a majority of the shares of BANC ONE Common Stock is
required to approve such transactions except that the "fair price" provisions
require a supermajority vote for certain business combinations. See
"COMPARATIVE RIGHTS OF SHAREHOLDERS--Special Voting Requirements for Certain
Transactions."

In addition to being subject to the laws of Kentucky and Ohio, respectively,
both LIBERTY and BANC ONE, as bank holding companies, are subject to various
provisions of federal law with respect to mergers, consolidations and certain
other corporate transactions.

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EVALUATION OF TENDER OFFERS AND BUSINESS COMBINATIONS. The OGCL and KRS both
include a provision which permits directors, in evaluating whether an
acquisition proposal or any other matter is in the best interests of the
corporation, to take into consideration the interests of the corporation's
employees, suppliers, creditors and customers, the economy of the state and the
nation, community and societal considerations and the long-term and short-term
interests of the corporation and its shareholders, including the possibility
that such interests may be best served by the continued independence of the
corporation. Similarly, LIBERTY's Articles expressly provide that when
evaluating an acquisition proposal a director may consider not only the
consideration being offered, but also the social, legal and economic effects of
the acquisition proposal upon the employees and customers of LIBERTY and its
subsidiaries and upon the community in which LIBERTY and its subsidiaries
operate as well as the competence, experience and integrity of the acquiring
party and its or their management.

AMENDMENT OF GOVERNING DOCUMENTS. BANC ONE's Articles may be amended by the
affirmative vote of the holders of a majority of the voting power of BANC ONE,
except that amendments to the "control share acquisition" and "fair price"
provisions require a supermajority vote. See "COMPARATIVE RIGHTS OF
SHAREHOLDERS--Special Voting Requirements for Certain Transactions." The Code
of Regulations of BANC ONE may only be amended by the affirmative vote of a
majority of the voting power represented by the outstanding voting stock of
BANC ONE present in person or by proxy at an annual or special meeting called
for such purpose. Generally, LIBERTY's Articles can be amended by (i) the
vote of more shares in favor of an amendment than against it at a meeting at
which a quorum is present, or (ii) a majority of the shares outstanding and
entitled to vote on any amendment which would create dissenters rights under
Kentucky law. However, unless approved by a majority of LIBERTY's
disinterested directors, amendments to Articles 7 (requiring supermajority vote
for certain business combinations), Article 8 (specifying certain factors which
may be considered by the Board of Directors in connection with the evaluation
of acquisition proposals), Article 9 (fixing the number of directors and
providing for the affirmative vote of 80% of the combined voting power of
LIBERTY to remove directors), Article 10 (creating a classified board of three
classes) and Article 11 (governing amendment of LIBERTY's Articles) may only be
amended by a percentage calculated by dividing (i) the sum of (A) the number of
shares of voting stock beneficially owned by an interested shareholder, plus
(B) one-half of all remaining shares, by (ii) the total number of shares of
voting stock.

APPRAISAL RIGHTS. Under the KRS, a shareholder is entitled to dissent from,
and obtain payment of the fair value of his shares in the event of, any of the
following corporate actions: (i)

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consummation of a plan of merger, if the shareholder approval is required for
the merger and the shareholder is entitled to vote thereon, or if the
corporation is merged into a parent corporation under a "short-form" merger;
(ii) consummation of a plan of share exchange involving the acquisition of the
corporation's shares and with respect to which the shareholder is entitled to
vote thereon; (iii) consummation of a sale or exchange of all, or substantially
all, of the property of the corporation other than in the ordinary course of
business, if the shareholder is entitled to vote thereon; (iv) an amendment of
the articles of incorporation of the corporation that materially and adversely
affects the shareholder's rights, such as affecting distribution or voting
rights; (v) any transaction subject to Kentucky's statutory business
combination provisions; or (vi) any corporate transaction with respect to which
the corporation's articles of incorporation, bylaws or board of directors
provide dissenter's rights. Under Ohio law, dissenting shareholders are
entitled to appraisal rights in connection with the lease, sale, exchange,
transfer or other disposition of all or substantially all of the assets of a
corporation and in connection with certain amendments to its articles of
incorporation. In addition, shareholders of an Ohio corporation being merged
into a new corporation are also entitled to appraisal rights. Shareholders of
an acquiring corporation are entitled to appraisal rights in a merger,
combination or majority share acquisition in which such shareholders are
entitled to voting rights.

INDEMNIFICATION AND DIRECTOR LIABILITY. The KRS provides that a director,
employee, officer or agent of a corporation may be indemnified against
liability (and other costs which may be advanced to the person if done in
accordance with the KRS) incurred by such person in connection with a
proceeding, provided such person acted in good faith and (i) in the case of
conduct in his official capacity with the corporation, in a manner such person
reasonably believed to be in the best interests of the corporation, and (ii) in
all other cases, his conduct was at least not opposed to its best interests.
Such indemnity may also be available with respect to any criminal proceeding if
the person had no reasonable cause to believe that his conduct was unlawful.

The KRS further provides that a corporation may not indemnify a director,
officer, employee or agent in connection with a proceeding by or in the right
of the corporation in which the person was adjudged liable to the corporation,
nor may indemnity be available in a proceeding charging improper personal
benefit to the person in question in which such person was adjudged liable on
the basis that improper personal benefit was improperly received by said
person. In any event, indemnification allowed with respect to a proceeding by
or in the right of the corporation shall be limited to reasonable expenses
incurred in connection therewith. Indemnification against reasonable legal
expenses

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incurred by a person in connection with a proceeding is mandatory when the
person is wholly successful in the defense of the proceeding. Finally, the KRS
provides for court-ordered indemnification if the director, officer, employee
or agent is fairly and reasonably entitled to indemnification in view of all
other relevant circumstances, whether or not (i) the standards of conduct
described above are satisfied, or (ii) the person in question was adjudged
liable with respect to a proceeding by or in the right of the corporation or in
a proceeding charging improper personal benefit. However, in the event of
court-ordered indemnification in the face of such an adjudication or liability,
indemnification shall be limited to reasonable expenses incurred.

KRS 271B.8-300, provides that a director of a Kentucky corporation must
discharge his duties as a director in good faith, on an informed basis, and in
a manner he honestly believes to be in the best interests of the corporation.
To discharge his duties on an informed basis, a director must make inquiry into
the business and affairs of the corporation, or into a particular action to be
taken or decision to be made, with the care an ordinary prudent person in a
like position would exercise under similar circumstances. In addition to any
other provision in the corporation's articles of incorporation further limiting
a director's liability for monetary damages, any action taken as a director, or
any failure to take any action as a director, will not be the basis for
monetary damages or injunctive relief unless (a) the director has breached or
failed to perform his duties as a director in good faith, on an informed basis,
and in a manner he honestly believes to be in the best interests of the
corporation; and (b) in the case of an action for monetary damages, the breach
or failure to perform constitutes willful misconduct or wanton or reckless
disregard for the best interests of the corporation and its shareholders. A
person bringing an action for monetary damages for breach of duty has the
burden of proving by clear and convincing evidence the provisions of (a) and
(b) above, and the burden of proving that the breach or failure to perform was
the legal cause of the damages suffered by the corporation.

LIBERTY's Articles further limit the liability of directors to LIBERTY and its
shareholders to the extent permitted by KRS 271B.2-020, which authorizes a
corporation's shareholders to limit or eliminate the liability of a director to
the corporation or its shareholders for monetary damages arising out of the
director's breach of his fiduciary duty of due care. KRS 271B.2-020 does not
allow for the elimination of the duty of due care that a director owes to a
corporation, but allows for the elimination of a monetary recovery for breach
of that duty. In addition, KRS 271B.2-020 does not relieve a director of his
or her liability, monetary or otherwise, for the following actions resulting in
harm to the corporation or shareholders: (i) for any transaction in which the
director has a personal financial interest in conflict

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with the financial interest of the corporation or its shareholders; (ii)
actions not taken in good faith or the failure to act in good faith; (iii)
actions involving the intentional misconduct of a director; (iv) actions known
by the director to violate law; (v) actions involving an improper dividend or
improper repurchase of stock in violation of KRS 271B.8-330; and (vi) actions
resulting in the receipt of an improper personal benefit by the director. KRS
271B.2-020 does not preclude or limit recovery of damages by third parties, nor
does it limit or affect a director's liability for acts or omissions occurring
before the effectiveness of an amendment to a corporation's articles of
incorporation.

Only directors, not officers, may benefit from the provisions of KRS
271B.2-020. The limitations of liability permitted by KRS 271B.2-020 extend
only to the elimination of a recovery of a monetary remedy. Shareholders may
still seek equitable relief, such as injunction, against an action of a
director that is inappropriate.

Under Ohio law, Ohio corporations are authorized to indemnify directors,
officers and agents within prescribed limits and must indemnify them under
certain circumstances. Ohio law does not provide statutory authorization for a
corporation to indemnify directors and officers for settlements, fines or
judgments in the context of derivative suits. However, it provides that
directors (but not officers) are entitled to mandatory advancement of expenses,
including attorneys' fees, incurred in defending any action, including
derivative actions, brought against the director, provided that the director
agrees to cooperate with the corporation concerning the matter and to repay the
amount advanced if it is proved by clear and convincing evidence that his act
or failure to act was one with deliberate intent to cause injury to the
corporation or with reckless disregard for the corporation's best interests.
Ohio law does not authorize payment of expenses or judgments to an officer or
other agent after a finding of negligence or misconduct in a derivative suit
absent a court order. Indemnification is required, however, to the extent such
person succeeds on the merits. In all other cases, if a director or officer
acted in good faith and in a manner he reasonably believed to be in (or not
opposed to) the best interests of the corporation, indemnification is
discretionary except as otherwise provided by a corporation's articles, code of
regulations or by contract except with respect to the advancement of expenses
of directors. The statutory right to indemnity is not exclusive in Ohio. Ohio
law provides express authority for Ohio corporations to procure not only
insurance policies, but also to furnish protection similar to insurance,
including trust funds, letters of credit and self-insurance, or to provide
similar protection such as indemnity against loss of insurance.

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Ohio law has codified the traditional business judgment rule. Ohio law
provides that the business judgment presumption of good faith may only be
overcome by clear and convincing evidence, rather than the preponderance of the
evidence standard applicable in most states. Further, Ohio law provides
specific statutory authority for directors to consider, in addition to the
interests of the corporation's shareholders, other factors such as the
interests of the corporation's employees, suppliers, creditors and customers;
the economy of the state and nation; community and societal considerations; the
long-term and short-term interests of the corporation and its shareholders; and
the possibility that these interests may be best served by the continued
independence of the corporation.

LIBERTY Shareholder Rights Agreement

On August 19, 1992, the LIBERTY Board declared a dividend distribution of one
right (a "Right") for each share of LIBERTY Common Stock outstanding at the
close of business on September 11, 1992, and authorized the issuance of one
Right (subject to adjustment in certain events) for each share of LIBERTY
Common Stock issued between September 11, 1992 and the Distribution Date
(defined below). Following an adjustment for the 4-for-3 stock split
distributed May 17, 1993, the number of Rights associated with each share of
LIBERTY Common Stock is 0.75. Each Right entitles the registered holder to
purchase from LIBERTY a unit consisting of one-hundredth of a share (a "Unit")
of Junior Participating Preferred Stock (the "Participating Preferred") at a
purchase price of $85.00 per Unit (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement dated as of August 19, 1992 (the "Rights Agreement") between LIBERTY
and Chemical Bank, as Rights Agent.

LIBERTY and the Rights Agent have executed and delivered the First Amendment
dated as of November 2, 1993 (the "Amendment") to the Rights Agreement. The
Amendment provides, among other things, that neither BANC ONE nor any of its
subsidiaries will become an "Acquiring Person" and that no "Triggering Event,"
"Stock Acquisition Date" or "Distribution Date" (as such terms are defined in
the Rights Agreement) will occur as a result of the consummation of the Merger.
In addition, the Amendment provides that the Rights will expire upon
consummation of the Merger.

Initially, the Rights were attached to all LIBERTY Common Stock certificates
representing shares then outstanding, and no separate Rights Certificates were
distributed. The Rights will separate from the LIBERTY Common Stock and a
Distribution Date will occur upon the earlier of (i) 20 business days following
a public announcement that a person or group of affiliated or associated
persons (an "Acquiring Person") has acquired, or obtained the

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right to acquire, beneficial ownership of 20% or more of the outstanding shares
of LIBERTY Common Stock (the "Stock Acquisition Date") or (ii) 20 business days
following the commencement of a tender offer or exchange offer that would
result in a person or group beneficially owning 30% or more of such outstanding
shares of LIBERTY Common Stock. The Rights are not exercisable until the
Distribution Date and will terminate at the close of business on September 11,
2002, unless earlier expired pursuant to the Rights Agreement, including upon
consummation of the Merger, or redeemed by LIBERTY as described below.

Until the Distribution Date, (i) the Rights will be evidenced by the LIBERTY
Common Stock certificates and will be transferred with and only with such
LIBERTY Common Stock certificates, (ii) new LIBERTY Common Stock certificates
issued after September 11, 1992 will contain a notation incorporating the
Rights Agreement by reference and (iii) the surrender for transfer of any
certificates for LIBERTY Common Stock outstanding will also constitute the
transfer of the Rights associated with the LIBERTY Common Stock represented by
such certificate. Pursuant to the Rights Agreement, LIBERTY reserves the right
to require before the occurrence of a Triggering Event (as defined below) that,
upon any exercise of Rights, a number of Rights be exercised so that only whole
shares of Participating Preferred will be issued.

As soon as practicable after the Distribution Date, Rights Certificates will be
mailed to holders of record of LIBERTY Common Stock as of the close of business
on the Distribution Date and, thereafter, the separate Rights Certificates
alone will represent the Rights. Except as otherwise determined by the Board
of Directors, only shares of LIBERTY Common Stock issued before the
Distribution Date will be issued with Rights.

Except as qualified by the Amendment, if, at any time following the
Distribution Date, (i) an Acquiring Person engages in one or more "self-
dealing" transactions as set forth in the Rights Agreement, (ii) a person
becomes the beneficial owner of 30% or more of the then outstanding shares of
LIBERTY Common Stock (except pursuant to an offer for all outstanding shares of
LIBERTY Common Stock that a majority of the Continuing Directors (as defined
below) who are not officers of LIBERTY determine to be fair to and otherwise in
the best interests of LIBERTY and its shareholders), or (iii) during such time
as there is an Acquiring Person, an event occurs that results in such Acquiring
Person's ownership interest being increased by more than 1% (e.g., a reverse
stock split), each holder of a Right will thereafter have the right to receive,
upon exercise, LIBERTY Common Stock (or, in certain circumstances, cash,
property or other securities of LIBERTY) having a value equal to two times the
exercise price of the Right. Notwithstanding any of the foregoing, following
the occurrence of any of the events set forth in this paragraph, all

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rights that are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by any Acquiring Person will be null and
void. However, Rights are not exercisable following the occurrence of any of
the events set forth above until such time as the Rights are no longer
redeemable by LIBERTY as set forth below.

For example, at an exercise price of $85.00 per Right, each Right not owned by
an Acquiring Person (or by certain related parties) following an event set
forth in the preceding paragraph would entitle its holder to purchase $170.00
worth of LIBERTY Common Stock based on the current market price (as defined in
the Agreement) of LIBERTY Common Stock for $85.00. Assuming that the current
per share market price of LIBERTY Common Stock is $42.50, the holder of each
valid Right would be entitled to purchase 4 shares of LIBERTY Common Stock for
$85.00.

Except as qualified by the Amendment, if, at any time following the Stock
Acquisition Date, (i) LIBERTY is acquired in a merger or other business
combination transaction in which LIBERTY is not the surviving corporation
(other than a merger which follows an offer described in the second preceding
paragraph), or (ii) 50% or more of LIBERTY's assets or earning power is sold or
transferred, each holder of a Right (except Rights which previously have been
voided as set forth above) shall thereafter have the right to receive, upon
exercise, common stock of the acquiring company having a value equal to two
times the exercise price of the Right. The events set forth in this paragraph
and in the second preceding paragraph are referred to as the "Triggering
Events."

The Purchase Price payable, and the number of Units of Participating Preferred
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Participating Preferred, (ii) if holders of the Participating Preferred are
granted certain rights or warrants to subscribe for Participating Preferred or
convertible securities at less than the current market price of the
Participating Preferred, or (iii) upon the distribution to holders of the
Participating Preferred of evidences of indebtedness or assets (excluding
regular quarterly cash dividends) or of subscription rights or warrants (other
than those referred to above).

With certain exceptions, no adjustment in the Purchase Price will be required
until cumulative adjustments amount to at least 1% of the Purchase Price. No
fractional Units will be issued and, in lieu thereof, an adjustment in cash
will be made based on the market price of the Participating Preferred on the
last trading date before the date of exercise.

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At any time until twenty business days following the Stock Acquisition Date,
LIBERTY may redeem the Rights in whole, but not in part, at a price of $.01 per
Right (payable in cash, LIBERTY Common Stock or other consideration deemed
appropriate by the Board of Directors). Under certain circumstances set forth
in the Rights Agreement, the decision to redeem shall require the concurrence
of a majority of the Continuing Directors. After the redemption period has
expired, LIBERTY's right of redemption may be reinstated if an Acquiring Person
reduces his beneficial ownership to less than 10% of the outstanding shares of
LIBERTY Common Stock in a transaction or series of transactions not involving
LIBERTY. Immediately upon the action of the Board of Directors ordering
redemption of the Rights, with, where required, the concurrence of the
Continuing Directors, the Rights terminate and the only right of the holders of
Rights will be to receive the $.01 redemption price.

The term "Continuing Directors" means any member of the Board of Directors of
LIBERTY who was a member of the Board before the date of the Rights Agreement,
and any person who is subsequently elected to the Board if such person is
recommended or approved by a majority of the Continuing Directors, but shall
not include an Acquiring Person or an affiliate or associate of an Acquiring
Person or any representative of the foregoing entities.

At any time after the Rights become exercisable for LIBERTY Common Stock (or
other consideration), the Rights Agreement provides that the LIBERTY Board may
exchange the Rights (other than Rights owned by an Acquiring Person which have
become void), in whole or in part, at an initial exchange ratio of one share of
LIBERTY Common Stock, and/or other equity securities deemed to have the same
value as one share of LIBERTY Common Stock, per Right, subject to adjustment.

Until a Right is exercised, the holder thereof, as such, will have no rights as
a shareholder of LIBERTY, including, without limitation, the right to vote or
to receive dividends. While the distribution of the Rights will not be taxable
to shareholders or to LIBERTY, shareholders may, depending upon the
circumstances, recognize taxable income if the Rights become exercisable for
LIBERTY Common Stock (or other consideration) or for common stock of the
acquiring company as set forth above, or are exchanged as set forth above.

Any of the provisions of the Rights Agreement may be amended by the LIBERTY
Board before the Distribution Date. After the Distribution Date, the
provisions of the Rights Agreement may be amended by the Board (in certain
circumstances, with the concurrence of the Continuing Directors) in order to
cure any ambiguity, to make changes which do not adversely affect the interests
of the holders of Rights (excluding the interests of any

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Acquiring Person or an affiliate or associate of any such person), or to
shorten or lengthen any time period under the Rights Agreement; PROVIDED,
however, that no amendment to adjust the time period governing redemption shall
be made at such time as the Rights are not redeemable.

The Rights have certain anti-takeover effects. The Rights may cause
substantial dilution to a person or group that attempts to acquire LIBERTY
without the approval of the Board of Directors unless the offer is conditioned
upon a substantial number of Rights being acquired.

The foregoing description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement and the
Amendment.

MISCELLANEOUS INFORMATION

Transfer and Exchange Agents

Bank One, Indianapolis, N.A., Indianapolis, Indiana, serves as Transfer Agent
and as Registrar for BANC ONE Common Stock. Bank One, Indianapolis, N.A. will
act as Exchange Agent in connection with the Merger. Liberty National Bank and
Trust Company of Kentucky acts as Transfer Agent and as Registrar for LIBERTY
Common Stock.

Interests of Named Experts and Counsel

The consolidated financial statements of BANC ONE incorporated by reference in
this Prospectus and Proxy Statement have been audited by Coopers & Lybrand,
independent public accountants, to the extent and for the years included in
their reports, which reports are included or are incorporated herein, and have
been so included or incorporated in reliance upon their reports given on the
authority of that firm as experts in accounting and auditing. The consolidated
financial statements of LIBERTY incorporated by reference in this Prospectus
and Proxy Statement have been audited by Coopers & Lybrand, independent public
accountants, to the extent and for the years included in their reports, which
reports are included or are incorporated herein, and have been so included or
incorporated in reliance upon their reports given on the authority of that firm
as experts in accounting and auditing.

Certain legal matters will be passed upon for LIBERTY by Brown, Todd & Heyburn,
Louisville, Kentucky. As of May 31, 1994, partners and associates of Brown,
Todd & Heyburn beneficially owned a total of 173,425 shares of LIBERTY Common
Stock. An opinion on the Federal income tax consequences of the proposed
transaction will be issued by Squire, Sanders & Dempsey, Columbus, Ohio.
Attorneys of Squire, Sanders & Dempsey participating in the

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preparation of this Prospectus and Proxy Statement and in the preparation of
the tax opinion do not hold a substantial interest in BANC ONE through
ownership or investment discretion with respect to BANC ONE Common Stock. Alex
Shumate, a partner of Squire, Sanders & Dempsey is a member of the BANC ONE
Board and as of April 30, 1994, beneficially owned 1,160 shares of BANC ONE
Common Stock. An opinion on the validity of the BANC ONE Common Stock offered
hereby has been passed upon by Lee S. Adams, Deputy General Counsel of BANC
ONE.

Sources of Information

The information concerning BANC ONE and LIBERTY has been supplied by the
management of the respective companies.

Registration Statement

This Prospectus and Proxy Statement does not include all of the information set
forth or incorporated by reference in the Registration Statement on Form S-4
and the exhibits thereto filed by BANC ONE with the Commission under the
Securities Act. The Registration Statement may be inspected at the principal
office of the Commission in Washington, D.C., and copies may be obtained upon
payment of prescribed fees. See "AVAILABLE INFORMATION" for addresses of the
Commission's offices. Reference is hereby made to the Registration Statement
and exhibits thereto for further information pertaining to BANC ONE and
LIBERTY.

Other Matters

The LIBERTY Board does not know of any other matters which may come before the
Special Meeting.

INFORMATION ABOUT BANC ONE

General -- Business.

BANC ONE is a multi-bank holding company with bank subsidiaries in Arizona,
California, Colorado, Ohio, Illinois, Indiana, Kentucky, Michigan, Oklahoma,
Texas, Utah, West Virginia and Wisconsin. At March 31, 1994, BANC ONE had
consolidated total assets of $83.4 billion, consolidated total deposits of
approximately $60.1 billion and consolidated total shareholders' equity of
approximately $7.2 billion. At March 31, 1994, BANC ONE ranked eighth among
the nation's publicly-owned bank holding companies in terms of period-end
assets and at March 31, 1994, BANC ONE ranked

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sixth among the nation's publicly owned bank holding companies in terms of
period-end common equity. For the quarter ended March 31, 1994, BANC ONE's
return on average assets was 1.60%.

As of March 31, 1994, BANC ONE owned indirectly all of the outstanding stock of
80 commercial banks (the "Affiliate Banks"). Except for Bank One, Texas, N.A.,
BANC ONE had no single Affiliate Bank comprising in excess of 20% of its
consolidated assets at March 31, 1994. Based on total assets as of December
31, 1993, BANC ONE's Affiliate Banks ranked second in Arizona and Ohio, first
in Indiana, third in Colorado, Texas and Wisconsin. The Affiliate Banks have
smaller statewide market shares in the other states in which BANC ONE operates.
BANC ONE also owns subsidiaries which offer services in the areas of mortgage
banking, credit card processing, consumer finance, equipment leasing, fiduciary
and trust services, venture capital, credit life insurance, discount brokerage
and data processing.

Since its formation in 1968, BANC ONE has acquired over 100 banking
institutions and the number of banking offices of its affiliate banks has
increased from 24 to over 1,300. BANC ONE anticipates that it will continue to
expand by acquisition in the future. BANC ONE is frequently in discussions
regarding possible acquisitions. See "Recent Developments" for information
with respect to pending and potential acquisitions.

BANC ONE is a legal entity separate and distinct from its affiliate banks and
its nonbanking subsidiaries. Accordingly, the right of BANC ONE, and thus the
right of BANC ONE's creditors and shareholders, to participate in any
distribution of the assets or earnings of any affiliate bank or other
subsidiary is necessarily subject to the prior claims of creditors of the
affiliate bank or subsidiary, except to the extent that claims of BANC ONE in
its capacity as a creditor may be recognized. The principal source of BANC
ONE's revenues is dividends and fees from its affiliates. See "Certain
Regulatory Matters" for a discussion of regulatory restrictions on the ability
of the affiliate banks to pay dividends to BANC ONE.

Recent Developments

In recent years, BANC ONE has pursued an active acquisition program. BANC ONE
currently has pending three acquisitions which are not material in the
aggregate.

BANC ONE continues to explore opportunities to acquire banks and non-bank
companies permitted by the Bank Holding Company Act of 1956. Discussions are
continually being carried on relating to the acquisition of bank-related
companies and other banks. It is not presently known whether, or on what
terms, such discussions will result in further acquisitions. BANC ONE's
acquisition

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strategy is flexible in that it does not require BANC ONE to effect specific
acquisitions so as to enter certain markets or to attain specified growth
levels. Rather than being market driven or size motivated, BANC ONE's
acquisition strategy reflects BANC ONE's willingness to consider potential
acquisitions wherever and whenever such opportunities arise based on the
then-existing market conditions and other circumstances. Banks to be acquired
must be of sufficient size to support and justify having management of a
caliber capable of making lending and other management decisions at the local
level under BANC ONE's operating philosophy. BANC ONE also is willing from
time to time to acquire a smaller bank when it can be acquired through a
reorganization into an existing affiliate. BANC ONE's interest in the
acquisition of non-bank companies has been limited to bank-related services
with which BANC ONE already has familiarity. BANC ONE's acquisitions may be
made by the exchange of stock, through cash purchases, and with other
consideration.

Other than as described above, BANC ONE does not currently have any definite
understandings or agreements for any acquisitions material to BANC ONE.
However, BANC ONE anticipates that it will continue to expand by acquisition in
the future.

During the last two years, one of the issues in the banking industry and at
BANC ONE has been the use of a financial instrument known as "interest rate
swaps" used to protect banks against changes in interest rates. For a
discussion of BANC ONE's use of interest rate swaps and its policies and
procedures to manage them, reference is made to BANC ONE's 1993 Annual Report
to Shareholders incorporated by reference in BANC ONE's Annual Report on Form
10-K for the fiscal year ended December 31, 1993. See "INCORPORATION BY
REFERENCE."

Market Prices of and Dividends Paid on BANC ONE Common Stock

BANC ONE Common Stock is, and the shares offered hereby will be, listed on the
New York Stock Exchange. The following table sets forth, for the periods
indicated, the high and low reported closing sale prices per share of BANC ONE
Common Stock on the New York Stock Exchange Composite Tape and cash dividends
per share of BANC ONE Common Stock. The dividend and stock price information
has been adjusted to reflect the 10% dividend on BANC ONE Common Stock paid on
March 4, 1994, the five shares for four shares BANC ONE Common Stock split paid
on August 31, 1993 and the 10% dividend on BANC ONE Common Stock paid on
February 14, 1992.

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<TABLE>
<CAPTION>
Price Range of BANC ONE Common Stock

High Low Dividends
---- --- ---------
<S> <C> <C> <C>
1992
- ----

First Quarter . . . . . . . . $36.36 $30.75 $.21
Second Quarter . . . . . . . 34.55 30.73 .21
Third Quarter . . . . . . . . 34.27 30.64 .24
Fourth Quarter . . . . . . . 38.91 31.82 .24

1993
- ----

First Quarter . . . . . . . . $42.27 $36.36 $.25
Second Quarter . . . . . . . 44.73 36.73 .25
Third Quarter . . . . . . . . 42.19 34.55 .28
Fourth Quarter . . . . . . . 39.77 32.27 .28

1994
- ----

First Quarter . . . . . . . . $35.47 $31.88 $.31
Second Quarter . . . . . . . 38.00 30.75 .31
(through June 24, 1994)
</TABLE>

BANC ONE intends to continue its present policy of paying quarterly cash
dividends to its shareholders so that dividends as a percentage of income will
average between 35 and 40 percent of net income. The timing and amount of
future dividends will depend upon earnings, cash requirements, the financial
condition of BANC ONE and its subsidiaries, applicable government regulations
and other factors deemed relevant by the BANC ONE Board. Certain debt
instruments to which BANC ONE is a party limit its ability to pay dividends on
BANC ONE Common Stock. Under the most restrictive of these limitations, BANC
ONE would have been permitted to pay cash dividends on BANC ONE Common Stock in
excess of its $1.2 billion of retained earnings as of December 31, 1993. As
described under "Certain Regulatory Matters," various state and federal laws
limit the ability of affiliate banks to pay dividends to BANC ONE.

Certain Regulatory Matters

GENERAL

BANC ONE is subject to the supervision of, and to regular inspection by, the
Federal Reserve. BANC ONE's principal banking subsidiaries are organized as
national banking associations, which are subject to regulation by the
Comptroller of the Currency (the "Comptroller"). In addition, various state
authorities regulate BANC ONE's state banking subsidiaries. Furthermore, the
various banking subsidiaries are subject to regulation by the Federal Deposit
Insurance Corporation (the "FDIC") and other federal bank

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regulatory bodies. In addition to banking laws, regulations and regulatory
agencies, BANC ONE and its subsidiaries and affiliates are subject to various
other laws, regulations and regulatory agencies, all of which directly or
indirectly affect BANC ONE's operations, management and ability to make
distributions. The following discussion summarizes certain aspects of those
laws and regulations that affect BANC ONE.

Proposals to change the laws and regulations governing the banking industry are
frequently raised in Congress, in the state legislatures and before the various
bank regulatory agencies. The likelihood and timing of any changes and the
impact such changes might have on BANC ONE and its subsidiaries are difficult
to determine.

According to Federal Reserve policy, bank holding companies are expected to act
as a source of financial strength to each subsidiary bank and to commit
resources to support each such subsidiary. This support may be required at
times when a bank holding company may not be able to provide such support.
Furthermore, in the event of a loss suffered or anticipated by the FDIC --
either as a result of default of a banking or thrift subsidiary of BANC ONE or
related to FDIC assistance provided to a subsidiary in danger of default -- the
other banking subsidiaries of BANC ONE may be assessed for the FDIC's loss,
subject to certain exceptions.

BANC ONE's banks are affected by various state and federal laws and by the
fiscal and monetary policies of the federal government and its agencies,
including the Federal Reserve. An important purpose of these policies is to
curb inflation and control recessions through control of the supply of money
and credit. The Federal Reserve uses its powers to regulate reserve
requirements of its member banks, the discount rate on its member bank
borrowings, interest rates on time and savings deposits of its member banks,
and to conduct open market operations in United States government securities so
as to exercise control over the supply of money and credit. These policies
have a direct effect on the amount of bank loans and deposits and on the
interest rates charged on loans and paid on deposits, with the result that
federal policies have a material effect on bank earnings. Policies which are
directed toward increasing the supply of money and credit and reducing interest
rates may have an adverse effect on bank earnings. Future policies of the
Federal Reserve and other authorities cannot be predicted, nor can their effect
on future bank earnings be predicted. Similarly, future changes in state and
federal laws and wage, price and other economic restraints of the federal
government cannot be predicted nor can their effect on future bank earnings be
predicted.

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CAPITAL REQUIREMENTS

The Federal Reserve, the FDIC and the Comptroller have issued substantially
similar minimum risk-based and leverage capital guidelines for United States
banking organizations. In addition, those regulatory agencies may from time to
time require that a banking organization maintain capital above the minimum
levels, whether because of its financial condition or actual or anticipated
growth.

The Federal Reserve risk-based guidelines applicable to BANC ONE define a
two-tier capital framework. Tier 1 capital consists of common and qualifying
preferred shareholders' equity and minority interests less goodwill, less
certain other intangible assets and less one-half of investments in
unconsolidated subsidiaries.

Tier 2 capital consists of mandatory convertible debt, subordinated and other
qualifying term debt, preferred stock not qualifying as Tier 1 capital and the
allowance for credit losses, subject to certain limitations less one-half of
investments in unconsolidated subsidiaries. The sum of Tier 1 and Tier 2
capital represents qualifying total capital, at least 50% of which must consist
of Tier 1 capital. Risk-based capital ratios are calculated by dividing Tier 1
and total capital by the sum of four categories of risk-weighted assets, such
risk weights based primarily on relative credit risk. The regulatory minimum
qualifying total risk-based capital ratio is 8%, of which at least 4% must
consist of Tier 1 capital. BANC ONE's Tier 1 and total risk-based capital
ratios under these guidelines at December 31, 1993 were 10.51% and 14.19%,
respectively.

The leverage ratio is determined by dividing Tier 1 capital by total average
assets for the most recent quarter. Although the stated minimum ratio is 3%,
most banking organizations are required to maintain ratios of at least 100 to
200 basis points above 3%. BANC ONE's leverage ratio at December 31, 1993 was
8.66%. Although BANC ONE has not been informed of any specific leverage ratio
requirement applicable to it, management believes that BANC ONE meets its
leverage ratio requirement.

DIVIDEND RESTRICTIONS

Various Federal and state statutory provisions limit the amount of dividends
BANC ONE's affiliate banks can pay to BANC ONE without regulatory approval.
The approval of the appropriate bank regulator is required for any dividend by
a national bank or state member bank if the total of all dividends declared by
the bank in any calendar year would exceed the total of its net profits, as
defined by regulatory agencies, for such year combined with its retained net
profits for the preceding two years. In addition, a national bank or a state
member bank may not pay a dividend in an

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amount greater than its net profits then on hand. Under these provisions and
various state law restrictions, BANC ONE's Affiliate Banks could have declared,
as of December 31, 1993, without obtaining prior regulatory approval, aggregate
dividends of approximately $1.2 billion. In addition, federal bank regulatory
authorities have authority to prohibit the Affiliate Banks from engaging in an
unsafe or unsound practice in conducting their business. The payment of
dividends, depending upon the financial condition of the bank in question,
could be deemed to constitute such an unsafe or unsound practice. The ability
of BANC ONE's Affiliate Banks to pay dividends in the future is presently, and
could be further, influenced by bank regulatory policies and capital
guidelines.

FDICIA

The Federal Deposit Insurance Corporation Improvement Act of 1991 (the
"FDICIA"), which became law on December 19, 1991, revises several banking
statutes, including the Federal Deposit Insurance Act, affecting bank
regulation, deposit insurance and provisions for funding of the Bank Insurance
Fund (the "BIF") administered by the FDIC. Under FDICIA the bank regulators'
authority to intervene is linked to the deterioration of a bank's capital
level. In addition, FDICIA places limits on real estate lending and brokered
deposit activities, expands audit and reporting requirements, and imposes
limitations and requirements on various banking functions. BANC ONE believes
that the deposit insurance and brokered deposit limitations under FDICIA will
not have any material impact on the liquidity or funding of BANC ONE or its
affiliate banks.

DEPOSIT INSURANCE ASSESSMENTS

The deposits of each of BANC ONE's banks are insured up to regulatory limits by
the FDIC. Accordingly, BANC ONE's banks are subject to deposit insurance
assessments to maintain the Bank Insurance Fund (the "BIF") of the FDIC.
Pursuant to FDICIA, the FDIC must establish a risk-based insurance assessment
system by January 1, 1994.

On September 14, 1992, the FDIC adopted regulations to implement a transitional
risk-related insurance assessment system, starting January 1, 1993. Under this
system, the FDIC will place each insured bank in one of nine risk categories
based on its level of capital and other relevant information (such as
supervisory evaluations). Each insured bank's insurance assessment rate will
then be determined by the risk category in which it has been classified by the
FDIC. Under this transitional system, the average insurance assessment rate
will be .254% per $100 of deposits. However, there will be an eight basis
point spread between the highest and lowest assessment rates, so that banks

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classified as strongest by the FDIC will be subject to a rate of $0.23 per $100
of deposits and banks classified as weakest by the FDIC will be subject to a
rate of $0.31 per $100 of deposits. The FDIC has indicated that it expects
that the majority of banks will be subject to an assessment rate of $0.23 per
$100 of deposits (the same rate as under the current flat-rate assessment
system). However, the FDIC has also indicated that it expects to recommend
that the permanent risk-related premium system, to be implemented in 1994,
incorporate a wider differential between the highest and lowest assessment
rates.

DEPOSITOR PREFERENCE STATUTE

Federal legislation has been enacted providing that deposits and certain claims
for administrative expenses and employee compensation against an insured
depositary institution would be afforded a priority over other general
unsecured claims against such an institution, including federal funds and
letters of credit, in the "liquidation or other resolution" of such an
institution by any receiver.

BROKERED DEPOSITS

The FDIC has also adopted final regulations governing the receipt of brokered
deposits. Under these regulations, an FDIC-insured bank or savings association
cannot accept brokered deposits unless: (a) it is well capitalized or (b) it
is adequately capitalized and receives a waiver from the FDIC.

A bank or savings association that cannot receive brokered deposits also cannot
offer "pass-through" insurance on certain employee benefit accounts, unless it
provides certain notice to affected depositors. In addition, a bank or savings
association that is not well capitalized may not pay an interest rate on any
deposits in excess 75 basis points over certain prevailing market rates. At
December 31, 1993, BANC ONE's banking subsidiaries had brokered deposits of
$142.6 million.

Incorporation of Certain Information About BANC ONE By Reference

BANC ONE's Annual Report on Form 10-K for the fiscal year ended December 31,
1993, BANC ONE's quarterly report on form 10-Q for the quarter ended March 31,
1994, and BANC ONE's Current Reports on Form 8-K filed January 27, 1994 and
February 17, 1994, in each case filed with the Commission pursuant to Section
13 of the Exchange Act and the description of BANC ONE Common Stock which is
contained in its registration statement filed under Section 12 of the Exchange
Act, including any amendment or report filed for the purpose of updating such
description, are incorporated into this Prospectus and Proxy Statement by
reference.

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INFORMATION ABOUT LIBERTY

General

LIBERTY is a multi-bank holding company, incorporated under the laws of the
Commonwealth of Kentucky in 1979. As of April 30, 1994, LIBERTY owned all of
the outstanding stock of one Indiana and six Kentucky commercial banks, which
operate 90 offices in Kentucky and 13 offices in Indiana. As of March 31,
1994, LIBERTY, its affiliate banks and its non-bank subsidiaries had total
assets of approximately $5.02 billion and total deposits of approximately $4.04
billion.

The largest subsidiary of LIBERTY is Liberty National Bank and Trust Company of
Kentucky which as of March 31, 1994, had consolidated total assets of
approximately $3.67 billion, consolidated total deposits of approximately $2.70
billion and consolidated equity capital of approximately $280 million.

Market Prices of and Dividends Paid on LIBERTY Common Stock

The following table sets forth, for the periods indicated, the high and low
reported closing prices per share of LIBERTY Common Stock reported on the
Nasdaq National Market and cash dividends per share of LIBERTY Common Stock.
The information has been adjusted to reflect the 4-for-3 stock split
distributed in May 1993.

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<TABLE>
<CAPTION>
Price Range of LIBERTY Common Stock
----- ----- -- ------- ------ -----

High Low Dividends
---- --- ---------
1992
- ----
<S> <C> <C> <C>
First Quarter . . . . . . . . $24.563 $18.375 $0.15000
Second Quarter . . . . . . . 25.875 21.375 0.15000
Third Quarter . . . . . . . . 22.875 20.438 0.15000
Fourth Quarter . . . . . . . 26.625 21.188 0.15000

1993
- ----

First Quarter . . . . . . . . $26.813 $22.875 $0.16875
Second Quarter . . . . . . . 27.375 24.188 0.16875
Third Quarter . . . . . . . . 28.500 25.000 0.17000
Fourth Quarter . . . . . . . 30.750 25.250 0.30000 (1)(2)

1994
- ----

First Quarter . . . . . . . . $30.750 $28.500 0.19500 (1)
Second Quarter . . . . . . . . 33.500 26.750 0.19500 (1)
(through June 24, 1994)
- ------------------
</TABLE>

(1) Pursuant to the Merger Agreement LIBERTY cannot pay cash dividends
from September 30, 1993 to the Effective Time except as permitted
thereunder. See "MERGER--Conditions to the Merger; Termination" for a
description of the amount of dividends that LIBERTY is permitted to
pay under the Merger Agreement.

(2) Includes $0.13 per share special dividend declared December 15, 1993
and paid January 1, 1994 to align LIBERTY's current dividend schedule
with the current BANC ONE dividend schedule.

Incorporation of Certain Information About LIBERTY by Reference

LIBERTY's Annual Report on Form 10-K for the fiscal year ended December 31,
1993, LIBERTY's Quarterly report on form 10-Q for the quarter ended March 31,
1994, and LIBERTY's Current Reports on Form 8-K dated February 11 and May 19,
1994, in each case filed with the Commission pursuant to Section 13 of the
Exchange Act and the description of LIBERTY Common Stock which is contained in
its registration statement filed under Section 12 of the Exchange Act,
including any amendment or report filed for the purpose of updating such
description, are incorporated into this Prospectus and Proxy Statement by
reference.

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VOTING AND MANAGEMENT INFORMATION

BANC ONE will pay the costs of preparing and printing this Prospectus and Proxy
Statement and LIBERTY will bear the cost of soliciting proxy cards for the
Special Meeting. See "THE SPECIAL MEETING" for additional information
concerning solicitation of proxy cards and voting.

Rights of Dissenting Shareholders

The following summary does not purport to be a complete statement of the
procedures to be followed by LIBERTY shareholders desiring to exercise
dissenters' rights and is qualified in its entirety by reference to the
provisions of KRS 271B.13-010 through 271B.13-310, the full texts of which are
attached hereto as Exhibit B. As the preservation and the exercise of
dissenters' rights require strict adherence to the provisions of these laws,
each LIBERTY shareholder who might desire to exercise such rights should review
such laws carefully, timely consult his own legal advisor and strictly adhere
to the provisions thereof.

Only LIBERTY's shareholders of record at the close of business on June 15, 1994
will have the right to vote on the Merger Proposal. Any shareholder who would
like to exercise his right under Kentucky law to demand that LIBERTY pay him
the fair value of his shares in lieu of receiving shares of BANC ONE Common
Stock must deliver written notification to LIBERTY of his intent to demand
payment for his shares if the proposed Merger is effectuated, prior to the
Special Meeting and the shareholder must not vote any of his shares in favor of
the Merger Proposal. A shareholder must demand payment for all shares of
LIBERTY Common Stock he beneficially owns. However, a shareholder of record
holding shares in his name which are beneficially owned by another party or
parties may demand payment for part of his shares as long as he dissents with
respect to all of the shares beneficially owned by any one person and notifies
LIBERTY in writing of the name and address of each person on whose behalf he
asserts dissenters' rights.

Within ten days after the Special Meeting, in the event the Merger Proposal is
approved, LIBERTY must send a dissenters' notice (the "Dissenters' Notice") to
each shareholder who notified LIBERTY of his intent to demand payment for his
shares and who did not vote any of his shares in favor of the Merger Proposal.
This Dissenters' Notice will state where a dissenting shareholder must send the
demand for payment and where and when a dissenting shareholder's certificates
for shares of LIBERTY Common Stock must be deposited. The Dissenter's Notice
will also contain a form for demanding payment which will require the
dissenting shareholder to certify whether or not he beneficially owned the
shares prior to

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November 3, 1993, the date of the first announcement to the news media of the
terms of the proposed Merger. The Dissenters' Notice will also set a date by
which LIBERTY must receive the payment demand and the LIBERTY share
certificates from the shareholder (which date may not be fewer than thirty
days, nor more than sixty days, after the date the Dissenters' Notice is
delivered). Finally, the Dissenters' Notice will be accompanied by a copy of
Subtitle 13 of the Kentucky Business Corporation Act.

A shareholder who is sent a Dissenters' Notice must demand payment for his
shares of LIBERTY Common Stock from LIBERTY, certify that he acquired
beneficial ownership of such shares before November 3, 1993, and deposit his
certificates for such shares in accordance with the terms of the Dissenters'
Notice. A dissenting shareholder who demands payment and deposits his share
certificates with LIBERTY will retain all other rights of a shareholder until
these rights are canceled or modified by the consummation of the proposed
Merger. A shareholder who fails to submit a completed demand for payment and
to deposit his share certificates with LIBERTY by the date set in the
Dissenters' Notice shall not be entitled to payment for his shares.

If LIBERTY receives a properly executed demand for payment from a dissenting
shareholder, accompanied by such shareholder's certificates for shares of
LIBERTY Common Stock and by certification by the shareholder that he was the
beneficial owner of the shares prior to November 3, 1993, LIBERTY must pay such
shareholder the amount LIBERTY estimates to be the fair value of the shares
(plus accrued interest) within sixty days after the date set in the Dissenters'
Notice for demanding payment. Fair value is defined under Subtitle 13 of the
Kentucky Business Corporation Act to mean the value of the shares immediately
before the effectuation of the corporate action to which the dissenting
shareholder objects, excluding any appreciation or depreciation in anticipation
of the corporate action unless exclusion would be inequitable. In addition, if
LIBERTY makes such payment after the proposed Merger has occurred, LIBERTY must
pay the shareholder interest on the fair value of the shares from the effective
date of the Merger until the date LIBERTY pays the shareholder. LIBERTY may
withhold payment for shares which were purchased after November 3, 1993 and
instead may send an offer to pay the fair value of the shares plus accrued
interest from the effective date of the Merger until payment is made. LIBERTY
must pay any such dissenter who accepts the offer. The aforesaid payment by
LIBERTY or offer of payment will be accompanied by corporate financial
information and statements describing how LIBERTY estimated fair value and how
it calculated interest and the dissenter's right to demand payment of an
additional amount if dissatisfied with LIBERTY's payment or offer of payment.

A shareholder who is not satisfied by LIBERTY's payment must

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notify LIBERTY in writing, within thirty days after LIBERTY's offer of payment,
of his own estimate of fair value and accrued interest, and demand payment of
such estimate (less any payment already received from LIBERTY).

A dissenter who acquired LIBERTY shares after November 3, 1993, can reject
LIBERTY's offer of payment and demand payment of the fair value of his shares
plus accrued interest, if he believes the amount offered by LIBERTY is less
than the fair value of the shares. To properly reject LIBERTY's offer, the
dissenter must notify LIBERTY in writing of his intent to reject its offer
within thirty days after LIBERTY offered payment for the shares.

If LIBERTY and the dissenting shareholder cannot agree to an estimate of fair
value and the shareholder's demand for payment of his estimate of fair value
remains unsettled, LIBERTY has sixty days after receipt of the shareholder's
demand for payment of his estimate of fair value to commence a proceeding in
the Circuit Court of Jefferson County, Kentucky, and petition the court to
determine fair value of the shares and accrued interest. Each dissenting
shareholder whose demand remains unsettled must be made a party to this
proceeding and shall be entitled to judgment for the court's determination of
fair value and accrued interest (less any payment received from LIBERTY). If
LIBERTY fails to initiate a court proceeding to establish fair value and
accrued interest of the shares within sixty days after receiving a
shareholder's demand for payment of his estimate of fair value, LIBERTY must
pay each dissenting shareholder whose demand remains unsettled the amount the
shareholder demanded.

The court in such an appraisal proceeding shall determine all costs of the
proceeding, including the reasonable compensation and expenses of appraisers
appointed by the court, and shall assess said costs against LIBERTY, unless the
court finds that the dissenting shareholder(s) acted arbitrarily, vexatiously,
or not in good faith in demanding payment, in which case the court may assess
costs against all or some of the dissenting shareholder(s). The court may also
assess the fees and expenses of counsel and experts for the respective parties,
in amounts the court finds equitable, against either LIBERTY or the dissenting
shareholder(s), based upon whether LIBERTY substantially complied with the
requirements set forth above and based upon whether LIBERTY or a dissenting
shareholder acted arbitrarily, vexatiously or not in good faith.

If LIBERTY does not complete the proposed Merger within sixty (60) days after
the date set for demanding payment and depositing share certificates in the
Dissenters' Notice, LIBERTY must return the deposited certificates. If LIBERTY
later completes the proposed Merger, it must send a new Dissenters' Notice and
repeat the payment demand procedure.

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It is recommended that all required documents which are to be delivered by mail
be sent registered or certified with return receipt requested.

Management and Principal Shareholders of BANC ONE

Information concerning the directors and executive officers of BANC ONE,
compensation of directors and executive officers of BANC ONE and any related
transactions in which they have an interest, together with information related
to principal shareholders of BANC ONE, is set forth in BANC ONE's Proxy
Statement, dated March 11, 1994, incorporated herein by reference to BANC ONE's
Annual Report on Form 10-K for the year ended December 31, 1993. See
"INCORPORATION BY REFERENCE."

Management and Principal Shareholders of LIBERTY

Information concerning the directors and executive officers of LIBERTY,
together with information related to principal shareholders of LIBERTY, is set
forth in LIBERTY's Proxy Statement, dated March 18, 1994, incorporated by
reference to LIBERTY's Annual Report of Form 10-K for the year ended December
31, 1993. See "INCORPORATION BY REFERENCE."

LIBERTY's directors and officers as a group and each beneficial owner of 5% or
more of the outstanding shares of LIBERTY Common Stock except Liberty National
Bank and Trust Company of Kentucky are expected to beneficially own less than
1% of the shares of BANC ONE Common Stock outstanding after the Merger.
Liberty National Bank and Trust Company of Kentucky, as Trustee for the Liberty
1992 Restated Thrift Plan and in other fiduciary capacities, is expected to
beneficially own less than 2% of the shares of BANC ONE Common Stock
outstanding after the Merger.

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[Letterhead of Goldman, Sachs & Co.] EXHIBIT A

June 28, 1994

Board of Directors
Liberty National Bancorp, Inc.
415 West Jefferson Street
Louisville, Kentucky 40202

Gentlemen and Madame:

You have requested our opinion as to the fairness to the holders of the
outstanding shares of Common Stock (the "Shares"), of Liberty National
Bancorp, Inc. (the "Company") of the Exchange Ratio (as defined below) to be
received for the Shares pursuant to the Merger Agreement dated as of November
2, 1993, by and among Banc One Corporation ("Banc One"), Aaron Acquisition
Corporation, a wholly-owned subsidiary of Banc One, and the Company (the
"Agreement"). Pursuant to the Agreement, each outstanding Share (except for
treasury shares) will be converted into shares of Common Stock, without par
value, of Banc One ("Banc One Corporation Common Stock") at an exchange ratio
(the "Exchange Ratio") determined by dividing (i) the product of (x) the number
of Shares (not including treasury shares) issued and outstanding immediately
prior to the Effective Time (as defined in the Agreement) multiplied by (y)
$35.00 by (ii) the number of Shares (not including treasury shares) issued and
outstanding immediately prior to the Effective Time which quotient is (iii)
further divided by the Average Price (as defined in the Agreement) of the Banc
One Corporation Common Stock; provided, however, that for purposes of the
Agreement and the calculations therein, the Average Price of the Banc One
Corporation Common Stock will be deemed not to be greater than $40.00 nor less
than $37.79 per share unless otherwise adjusted pursuant to the terms of the
Agreement. You have instructed us to assume for purposes of our opinion the
Exchange Ratio, as it may be adjusted pursuant to the Agreement, will be set
such that the Exchange Ratio when multiplied by the Average Price will equal at
least $32.00 per Share.

Goldman, Sachs & Co., as part of its investment banking business, is
continually engaged in the valuation of businesses and their securities in
connection with mergers and acquisitions, negotiated underwritings,
competitive biddings, secondary distributions of listed and unlisted
securities, private placements and valuations for estate, corporate and other
purposes. We are familiar with the Company having acted as its financial
advisor in connection with, and having participated in certain of the
negotiations

A-1
<PAGE> 96
Liberty National Bancorp, Inc.
June 28, 1994
Page 2

leading to, the Agreement. We are also familiar with Banc One having acted as
its financial advisor in connection with, and having participated in, its
common stock offerings in 1990 and 1991 and Series C convertible preferred
offering in 1991, and may provide investment banking services to Banc One in
the future. Goldman, Sachs & Co. is a full service securities firm and in the
course of its trading activities it may from time to time effect transactions
and hold positions in securities of the Company and Banc One.

In connection with this opinion, we have reviewed, among other things, the
Agreement; Annual Reports to Shareholders and Annual Reports on Form 10-K of
the Company and Banc One for the five years ended December 31, 1993; certain
interim reports to shareholders and Quarterly Reports on Form 10-Q of the
Company and Banc One; certain other communications from the Company and Banc
One to their respective shareholders; and certain internal financial analyses
and forecasts for the Company and Banc One prepared by their respective
managements. We also have held discussions with members of the senior
management of the Company and Banc One regarding the past and current business
operations, regulatory relationships, financial condition and future prospects
of their respective companies. We have also reviewed with members of the
senior management of the Company the results of the Company's due diligence
examination of Banc One. We also have held discussions with the independent
auditors of each of the Company and Banc One regarding the financial and
accounting affairs of the Company and Banc One. In addition, we have reviewed
the reported price and trading activity for the Shares and Banc One Corporation
Common Stock, compared certain financial and stock market information for the
Company and Banc One with similar information for certain other companies the
securities of which are publicly traded, reviewed the financial terms of
certain recent business combinations in the banking industry specifically and
in other industries generally and performed such other studies and analyses as
we considered appropriate.

We have relied without independent verification upon the accuracy and
completeness of all of the financial and other information reviewed by us for
purposes of this opinion. We are not experts in the evaluation of loan
portfolios for purposes of assessing the adequacy of the allowances for losses
with respect thereto and have assumed, with your consent, that such allowances
for each of the Company and Banc One are in the aggregate adequate to cover all
such losses. In addition, we have not reviewed individual credit files nor
have we made an independent evaluation or appraisal of the assets and
liabilities of the Company or Banc One

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Liberty National Bancorp, Inc.
June 28, 1994
Page 3

or any of their respective subsidiaries and we have not been furnished with any
such evaluation or appraisal. We have assumed with your consent that the
Merger will be accounted for as a pooling of interests under generally accepted
accounting principles.

Based upon and subject to the foregoing and based upon such other matters as we
consider relevant, it is our opinion that as of the date hereof the Exchange
Ratio pursuant to the Agreement is fair to the holders of the Shares.

Very truly yours,

/s/Goldman, Sachs & Co.

GOLDMAN, SACHS & CO.

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EXHIBIT B

DISSENTERS' RIGHTS UNDER KENTUCKY LAW

271B.13-010. Definitions. - As used in this subtitle:

(1) "Corporation" means the issuer of the shares held by a
dissenter before the corporate action, or the surviving or acquiring
corporation by merger or share exchange of that issuer.

(2) "Dissenter" means a shareholder who is entitled to dissent
from corporate action under KRS 271B.13-020 and who exercises that right when
and in the manner required by KRS 271B.13-200 to 271B.13-280.

(3) "Fair value", with respect to a dissenter's shares, means the
value of the share immediately before the effectuation of the corporate action
to which the dissenter objects, excluding any appreciation or depreciation in
anticipation of the corporate action unless exclusion would be inequitable. In
any transaction subject to the requirements of KRS 271B.12-210 or exempted by
KRS 271B. 12-220(2), "fair value" shall be at least an amount required to be
paid under KRS 271B.12-220(2) in order to be exempt from the requirements of
KRS 271B.12-210.

(4) "Interest" means interest from the effective date of the
corporation action until the date of payment, at the average rate currently
paid by the corporation on its principal bank loans or, if none, at a rate that
is fair and equitable under all the circumstances.

(5) "Record shareholder" means the person in whose name shares
are registered in the records of a corporation or the beneficial owner of
shares to the extent of the rights granted by a nominee certificate on file
with a corporation.

(6) "Beneficial shareholder" means the person who is a beneficial
owner of shares held in a voting trust or by a nominee as the record
shareholder.

(7) "Shareholder" means the record shareholder or the beneficial
shareholder.

271B.13-020. Right to dissent. - (1) A shareholder shall be entitled to dissent
from, and obtain payment of the fair value of his shares in the event of, any
of the following corporate actions:

(a) Consummation of a plan of merger to which the
corporation is a party:

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1. If shareholder approval is required for the
merger by KRS 271B.11-040 or the articles of
incorporation and the shareholder is entitled to vote on
the merger; or

2. If the corporation is a subsidiary that is
merged with its parent under KRS 271B.11-040;

(b) Consummation of a plan of share exchange to
which the corporation is a party as the corporation whose shares
will be acquired, if the shareholder is entitled to vote on the
plan;

(c) Consummation of a sale or exchange of all, or
substantially all, of the property of the corporation other than
in the usual and regular course of business, if the shareholder
is entitled to vote on the sale or exchange, including a sale in
dissolution, but not including a sale pursuant to court order or
a sale for cash pursuant to a plan by which all or substantially
all of the net proceeds of the sale will be distributed to the
shareholders within one (1) year after the date of sale;

(d) An amendment of the articles of incorporation
that materially and adversely affects rights in respect of a
dissenter's shares because it:

1. Alters or abolishes a preferential right of the
shares to a distribution or in dissolution;

2. Creates, alters, or abolishes a right in respect
of redemption, including a provision respecting a
sinking fund for the redemption or repurchase, of the
shares;

3. Excludes or limits the right of the shares to
vote on any matter other than a limitation by dilution
through issuance of shares or other securities with
similar voting rights; or

4. Reduces the number of shares owned by the
shareholder to a fraction of a share if the fractional
share so created is to be acquired for cash under KRS
271B.6-040;

(e) Any transaction subject to the requirements of
KRS 271B.12-210 or exempted by KRS 271B.12-220(2); or

(f) Any corporate action taken pursuant to a
shareholder vote to the extent the articles of

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incorporation, bylaws, or a resolution of the board of directors
provides that voting or nonvoting shareholders are entitled to
dissent and obtain payment for their shares.

(2) A shareholder entitled to dissent and obtain payment for his
shares under this chapter shall not challenge the corporate action creating his
entitlement unless the action is unlawful or fraudulent with respect to the
shareholder or the corporation.

271B.13-030. Dissent by nominees and beneficial owners - (1) A record
shareholder may assert dissenters' rights as to fewer than all the shares
registered in his name only if he shall dissent with respect to all shares
beneficially owned by any one (1) person and notify the corporation in writing
of the name and address of each person on whose behalf he asserts dissenters'
rights. The rights of a partial dissenter under this subsection shall be
determined as if the shares as to which he dissents and his other shares were
registered in the names of different shareholders.

(2) A beneficial shareholder may assert dissenters' rights as to
shares held on his behalf only if:

(a) He submits to the corporation the record
shareholder's written consent to the dissent not later than the
time the beneficial shareholder asserts dissenters' rights; and

(b) He does so with respect to all shares of which
he is the beneficial shareholder or over which he has power to
direct the vote.

271B.13-200. Notice of dissenters' rights. - (1) If proposed corporate action
creating dissenters' rights under KRS 271B. 13-020 is submitted to a vote at a
shareholders' meeting, the meeting notice must state that shareholders are or
may be entitled to assert dissenters' rights under this subtitle and the
corporation shall undertake to provide a copy of this subtitle to any
shareholder entitled to vote at the shareholders' meeting upon request of that
shareholder.

(2) If corporate action creating dissenters' rights under KRS
271B.13-020 is taken without a vote of shareholders, the corporation shall
notify in writing all shareholders entitled to assert dissenters' rights that
the action was taken and send them the dissenters' notice described in KRS
271B.13-220.

271B.13-210. Notice of intent to demand payment - (1) If proposed corporate
action creating dissenters' rights under KRS 271B.13-020

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is submitted to a vote at a shareholders' meeting, a shareholder who wishes to
assert dissenters' rights:

(a) Shall deliver to the corporation before the vote
is taken written notice of his intent to demand payment for his
shares if the proposed action is effectuated; and

(b) Shall not vote his shares in favor of the
proposed action.

(2) A shareholder who does not satisfy the requirements of
subsection (1) of this section shall not be entitled to payment for his shares
under this chapter.

271B.13-220. Dissenters' notice. - (1) If proposed corporate action creating
dissenters' rights under KRS 271B.13-020 is authorized at a shareholders'
meeting, the corporation shall deliver a written dissenters' notice to all
shareholders who satisfied the requirements of KRS 271B.13-210.

(2) The dissenters' notice shall be sent no later than ten (10)
days after the date the proposed corporate action was authorized by the
shareholders, or, if no shareholder authorization was obtained, by the board of
directors, and shall:

(a) State where the payment demand must be sent and
where and when certificates for certificated shares must be
deposited;

(b) Inform holders of uncertificated shares to what
extent transfer of the shares will be restricted after the
payment demand is received;

(c) Supply a form for demanding payment that
includes the date of the first announcement to news media or to
shareholders of the terms of the proposed corporate action and
requires that the person asserting dissenters' rights certify
whether or not he acquired beneficial ownership of the shares
before that date;

(d) Set a date by which the corporation must receive
the payment demand, which date may not be fewer than thirty (30),
nor more than sixty (60) days after the date the notice provided
in subsection (1) of this section is delivered; and

(e) Be accompanied by a copy of this subtitle.

271B.13-230. Duty to demand payment. - (1) A shareholder who is sent a
dissenters' notice described in KRS 271B. 13-220 shall

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demand payment, certify whether he acquired beneficial ownership of the shares
before the date required to be set forth in the dissenters' notice pursuant to
subsection (2)(c) of KRS 271B.13-220, and deposit his certificates in
accordance with the terms of the notice.

(2) The shareholder who demands payment and deposits his share
certificates under subsection (1) of this section shall retain all other rights
of a shareholder until these rights are canceled or modified by the taking of
the proposed corporate action.

(3) A shareholder who does not demand payment or deposit his
share certificates where required, each by the date set in the dissenters'
notice, shall not be entitled to payment for his shares under this subtitle.

271B.13-240. Share restrictions. - (1) The corporation may restrict the
transfer of uncertificated shares from the date the demand for their payment is
received until the proposed corporate action is taken or the restrictions
released under KRS 271B.13-260.

(2) The person for whom dissenters' rights are asserted as to
uncertificated shares shall retain all other rights of a shareholder until
these rights are canceled or modified by the taking of the proposed corporate
action.

271B.13-250. Payment. - (1) Except as provided in KRS 271B. 13-270, as soon as
the proposed corporate action is taken, or upon receipt of a payment demand,
the corporation shall pay each dissenter who complied with KRS 271B.13-230 the
amount the corporation estimates to be the fair value of his shares, plus
accrued interest.

(2) The payment shall be accompanied by:

(a) The corporation's balance sheet as of the end of
a fiscal year ending not more than sixteen (16) months before the
date of payment, an income statement for that year, a statement
of changes in shareholders' equity for that year, and the latest
available interim financial statements, if any;

(b) A statement of the corporation's estimate of
the fair value of the shares;

(d) A statement of the dissenter's right to demand

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payment under KRS 271B.13-280.

271B.13-260. Failure to take action. - (1) If the corporation does not take the
proposed action within sixty (60) days after the date set for demanding payment
and depositing share certificates, the corporation shall return the deposited
certificates and release the transfer restrictions imposed on uncertificated
shares.

(2) If after returning deposited certificates and releasing
transfer restrictions, the corporation takes the proposed action, it shall send
a new dissenters' notice under KRS 271B.13-220 and repeat the payment demand
procedure.

271B.13-270. After-acquired shares. - (1) A corporation may elect to withhold
payment required by KRS 271B.13-250 from a dissenter unless he was the
beneficial owner of the shares before the date set forth in the dissenters'
notice as the date of the first announcement to news media or to shareholders
of the terms of the proposed corporate action.

(2) To the extent the corporation elects to withhold payment
under subsection (1) of this section, after taking the proposed corporate
action, it shall estimate the fair value of the shares, plus accrued interest,
and shall pay this amount to each dissenter who agrees to accept it in full
satisfaction of his demand. The corporation shall send with its offer a
statement of its estimate of the fair value of the shares, an explanation of
how the interest was calculated, and a statement of the dissenter's right to
demand payment under KRS 271B.13-280.

271B.13-280. Procedure if shareholder dissatisfied with payment or offer. - (1)
A dissenter may notify the corporation in writing of his own estimate of the
fair value of his shares and amount of interest due, and demand payment of his
estimate (less any payment under KRS 271B.13- 250), or reject the corporation's
offer under KRS 271B.13-270 and demand payment of the fair value of his shares
and interest due, if:

(a) The dissenter believes that the amount paid
under KRS 271B.13-250 or offered under KRS 271B.13-270 is less
than the fair value of his shares or that the interest due is
incorrectly calculated;

(b) The corporation fails to make payment under KRS
271B.13-250 within sixty (60) days after the date set for
demanding payment; or

(c) The corporation, having failed to take the
proposed action, does not return the deposited certificates or
release the transfer restrictions imposed on uncertificated
shares within sixty (60) days after the

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<PAGE> 104
date set for demanding payment.

(2) A dissenter waives his right to demand payment under this
section unless he shall notify the corporation of his demand in writing under
subsection (1) of this section within thirty (30) days after the corporation
made or offered payment for his shares.

271B.13-300. Court action. - (1) If a demand for payment under KRS 271B.13-280
remains unsettled, the corporation shall commence a proceeding within sixty
(60) days after receiving the payment demand and petition the court to
determine the fair value of the shares and accrued interest. If the corporation
does not commence the proceeding within the sixty (60) day period, it shall pay
each dissenter whose demand remains unsettled the amount demanded.

(2) The corporation shall commence the proceeding in the circuit
court of the county where a corporation's principal office (or, if none in this
state, its registered office) is located. If the corporation is a foreign
corporation without a registered office in this state, it shall commence the
proceeding in the county in this state where the registered office of the
domestic corporation merged with or whose shares were acquired by the foreign
corporation was located.

(3) The corporation shall make all dissenters (whether or not
residents of this state) whose demands remain unsettled parties to the
proceeding as in an action against their shares and all parties shall be served
with a copy of the petition. Nonresidents may be served by registered or
certified mail or by publication as provided by law.

(4) The jurisdiction of the court in which the proceeding is
commenced under subsection (2) of this section shall be plenary and exclusive.
The court may appoint one (1) or more persons as appraisers to receive evidence
and recommend decision on the question of fair value. The appraisers have the
powers described in the order appointing them, or in any amendment to it. The
dissenters shall be entitled to the same discovery rights as parties in other
civil proceedings.

(5) Each dissenter made a party to the proceeding shall be
entitled to judgment:

(a) For the amount, if any, by which the court finds
the fair value of his shares, plus interest, exceeds the amount
paid by the corporation; or

(b) For the fair value, plus accrued interest, of
his after-acquired shares for which the corporation elected to
withhold payment under KRS 271B.13-270.

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<PAGE> 105
271B.13-310. Court costs and counsel fees. - (1) The court in an appraisal
proceeding commenced under KRS 271B.13-300 shall determine all costs of the
proceeding, including the reasonable compensation and expenses of appraisers
appointed by the court. The court shall assess the costs against the
corporation, except that the court may assess costs against all or some of the
dissenters, in amounts the court finds equitable, to the extent the court finds
the dissenters acted arbitrarily, vexatiously, or not in good faith in
demanding payment under KRS 271B. 13-280.

(2) The court may also assess the fees and expenses of counsel
and experts for the respective parties, in amounts the court finds equitable:

(a) Against the corporation and in favor of any or
all dissenters, if the courts finds the corporation did not
substantially comply with the requirements of KRS 271B. 13-200 to
271B.13-280; or

(b) Against either the corporation or a dissenter,
in favor of any other party, if the court finds that the party
against whom the fees and expenses are assessed acted
arbitrarily, vexatiously, or not in good faith with respect to
the rights provided by this subtitle.

(3) If the court finds that the services of counsel for any
dissenter were of substantial benefit to other dissenters similarly situated,
and that the fees for those services should not be assessed against the
corporation, the court may award to these counsel reasonable fees to be paid
out of the amounts awarded the dissenters who were benefitted.

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<PAGE> 106
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
--------------------------------------

Item 20. Indemnification of Officers and Directors.
------------------------------------------
Section 1701.13(E) of the Ohio General Corporation Law sets forth provisions
which define the extent to which a corporation may indemnify directors,
officers, and employees. Those provisions have been adopted by the Registrant
in Article V of Registrant's Code of Regulations. Article V provides for the
indemnification or the purchase of insurance for the benefit of the directors,
officers, employees and agents of the Registrant in the event such persons are
subject to legal action as a result of actions in their capacities as
directors, officers, employees or agents of the Registrant. Registrant has
entered into indemnification agreements with its directors and executive
officers that provide for indemnification unless the indemnitee's conduct is
finally adjudged by a court to be knowingly fraudulent, deliberately dishonest
or willful misconduct. Registrant indemnifies other officers, employees or
agents, provided such persons acted in good faith and in a manner which they
reasonably believed to be in or not opposed to the best interest of the
Registrant or, with respect to criminal actions, had no reason to believe was
unlawful.

Item 21. Exhibits and Financial Statement Schedules.
-------------------------------------------
The following exhibits are filed herewith except those indicated which have
been filed previously as shown below and which are incorporated herein by
reference.

2.1 Merger Agreement dated as of November 2, 1993, by and among
Liberty National Bancorp, Inc., Aaron Acquisition Corporation and
BANC ONE CORPORATION.*

2.2 Option Agreement dated as of November 2, 1993, by and between
Liberty National Bancorp, Inc. and BANC ONE CORPORATION.*

2.3 Form of Proxy Card to be used by Liberty National Bancorp, Inc.*

2.4 First Agreement Amending Merger Agreement dated as of May 19,
1994, by and among Liberty National Bancorp, Inc., Aaron
Acquisition Corporation and BANC ONE CORPORATION.*

2.5 Proposed Amendment to Merger Agreement and Plan of Merger to be
submitted to shareholders of Liberty National Bancorp, Inc. (not
executed or approved by BANC ONE

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<PAGE> 107
CORPORATION or Aaron Acquisition Corporation).*

3.1 Amended Articles of Incorporation of the Registrant (incorporated
by reference from Exhibit 3-1 of the Annual Report of the
Registrant on Form 10-K for the year ended December 31, 1991.)

3.2 Code of Regulations of the Registrant (incorporated by reference
from Exhibit 3-2 of the Annual Report of the Registrant on Form
10-K for the year ended December 31, 1991).

4.1 Form of Common Stock Certificate of the Registrant (incorporated
by reference from Exhibit 4.1 to the Annual Report of the
Registrant on Form 10-K for the year ended December 31, 1989).

5 Opinion of Lee S. Adams, Deputy General Counsel for BANC ONE
CORPORATION, regarding the legality of securities being offered,
including consent.*

8 Opinion of Squire, Sanders & Dempsey regarding the Federal income
tax consequences of the Merger, including consent.*

23.1 Consent of Coopers & Lybrand with respect to Liberty National
Bancorp, Inc.*

23.2 Consent of Lee S. Adams, Deputy General Counsel for BANC ONE
Corporation (included in Exhibit 5 hereto).*

23.3 Consent of Squire, Sanders & Dempsey (included in Exhibit 8
hereto).*

23.4 Consent of Coopers & Lybrand with respect to BANC ONE
CORPORATION.**

23.5 Consent of Goldman, Sachs & Co.**

24 Power of attorney is included elsewhere in Part II of this
Registration Statement.*

_________________
* Previously filed.

** Filed with this amendment.

Item 22. Undertakings.
-------------
(a) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the
Securities Act of 1933, each filing of the

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<PAGE> 108
Registrant's annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 that
is incorporated by reference in the Registration
Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and
the offering of such securities at that time shall
be deemed to be the initial bona fide offering
thereof.

(b) The undersigned Registrant hereby undertakes as follows:
that prior to any public reoffering of the securities
registered hereunder through use of a prospectus which is
a part of this Registration Statement, by any person or
party who is deemed to be an underwriter within the
meaning of Rule 145(c), the issuer undertakes that such
reoffering prospectus will contain the information called
for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in
addition to the information called for by the other Items
of the applicable form.

(c) The Registrant hereby undertakes that every prospectus
(i) that is filed pursuant to paragraph (b) above, or
(ii) that purports to meet the requirements of Section
10(a)(3) of the Act and is used in connection with an
offering of securities subject to Rule 415, will be filed
as a part of an amendment to the Registration Statement
and will not be used until such amendment has become
effective, and that for the purpose of determining
liabilities under the Act, each such post- effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(d) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by
a director, officer or controlling person of the
Registrant in the successful defense of any action, suit
or proceeding) is asserted by such

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<PAGE> 109
director, officer or controlling person in connection
with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such
indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.

(e) The undersigned Registrant hereby undertakes to respond
to requests for information that is incorporated by
reference into the Prospectus pursuant to Items 4, 10(b),
11, or 13 of this Form, within one business day of
receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt
means. This includes information contained in documents
filed subsequent to the effective date of the
Registration Statement through the date of responding to
the request.

(f) The undersigned Registrant hereby undertakes to supply by
means of a post-effective amendment all information
concerning a transaction, and the company being acquired
involved therein, that was not the subject of and
included in the Registration Statement when it became
effective.

(g) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or
sales are being made, a post-effective amendment
to this Registration Statement:

(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts
or events arising after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement;

(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in the
Registration Statement:

PROVIDED, HOWEVER that paragraphs (g)(1)(i) and

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<PAGE> 110
(g)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
Registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.

(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new Registration
Statement relating to the securities offered therein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.

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<PAGE> 111
SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Columbus, State of Ohio,
on June 27, 1994.

BANC ONE CORPORATION

By: /s/William C. Leiter
---------------------
William C. Leiter
Senior Vice President
and Controller

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS ON JUNE 27, 1994, IN THE
CAPACITIES AND ON THE DATES INDICATED:

Signature Title
- --------- -----
John B. McCoy* Chairman of the Board
- ------------- (Principal Executive
John B. McCoy Officer & Director)

Donald L. McWhorter* President and
- ------------------- Director
Donald L. McWhorter

Frederick L. Cullen* Senior Vice President
- ------------------- (Principal Financial
Frederick L. Cullen Officer)

/s/ William C. Leiter Controller (Principal
- --------------------- Accounting Officer)
William C. Leiter

Charles E. Exley* Director
- ----------------
Charles E. Exley

E. Gordon Gee* Director
- -------------
E. Gordon Gee

John R. Hall* Director
- ------------
John R. Hall

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<PAGE> 112

Signature Title
- --------- -----

Laban P. Jackson, Jr.* Director
- ---------------------
Laban P. Jackson, Jr.

John G. McCoy* Director
- -------------
John G. McCoy

Rene C. McPherson* Director
- -----------------
Rene C. McPherson

Thekla R. Shackelford* Director
- ---------------------
Thekla R. Shackelford

Alex Shumate* Director
- ------------
Alex Shumate

Frederick P. Stratton, Jr.* Director
- --------------------------
Frederick P. Stratton, Jr.

- -------------------------- Director
Romeo J. Ventres

Robert D. Walter* Director
- ----------------
Robert D. Walter

*By/s/William C. Leiter
--------------------
William C. Leiter
Attorney-in-Fact

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<PAGE> 113
EXHIBIT INDEX

Exhibit
Number Description
- ------ -----------

23.4 Consent of Coopers & Lybrand with respect to BANC ONE
CORPORATION.

23.5 Consent of Goldman, Sachs & Co.

02663 BAN131274 Form_S-4_Filed_6-2-94
June 27, 1994 17:34

<PAGE> 1

EXHIBIT 23.4

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the Registration Statement of
BANC ONE CORPORATION on Form S-4 of our report which includes an explanatory
paragraph regarding the change in method of accounting for income taxes and
post-retirement benefits other than pensions in 1993, dated February 21, 1994
on our audits of the consolidated financial statement of BANC ONE CORPORATION
as of December 31, 1993 and 1992, and for the years ended December 31, 1993,
1992 and 1991, included in BANC ONE CORPORATION's Annual Report on form 10-K
for the year ended December 31, 1993. We also consent to the reference to our
Firm under the caption "Miscellaneous Information" in said Registration
Statement.

/s/ Coopers & Lybrand
----------------------
COOPERS & LYBRAND

Columbus, Ohio
June 24, 1994

<PAGE> 1
[Letterhead of Goldman, Sachs & Co.] EXHIBIT 23.5

June 28, 1994

Board of Directors
Liberty National Bancorp, Inc.
415 West Jefferson Street
Louisville, Kentucky 40202

Re: Registration Statement (File No. 33-53947) of Banc One
Corporation

Gentlemen and Madame:

Attached is our opinion letter dated as of June 28, 1994, with respect to the
fairness to the holders of the outstanding shares of Common Stock (the
"Shares"), of Liberty National Bancorp, Inc. (the "Company") of the Exchange
Ratio (as defined below) to be received for the Shares pursuant to the Merger
Agreement dated as of November 2, 1993, by and among Banc One Corporation
("Banc One"), Aaron Acquisition Corporation, a wholly-owned subsidiary of Banc
One, and the Company (the "Agreement"). Pursuant to the Agreement, each
outstanding Share (except for treasury shares) will be converted into shares of
Common Stock, without par value, of Banc One ("Banc One Corporation Common
Stock") at an exchange ratio (the "Exchange Ratio") determined by dividing (i)
the product of (x) the number of Shares (not including treasury shares) issued
and outstanding immediately prior to the Effective Time (as defined in the
Agreement) multiplied by (y) $35.00 by (ii) the number of Shares (not including
treasury shares) issued and outstanding immediately prior to the Effective Time
which quotient is (iii) further divided by the Average Price (as defined in the
Agreement) of the Banc One Corporation Common Stock; provided, however, that
for purposes of the Agreement and the calculations therein, the Average Price
of the Banc One Corporation Common Stock will be deemed not to be greater than
$40.00 nor less than $37.79 per share unless otherwise adjusted pursuant to the
terms of the Agreement.

The foregoing opinion letter has been furnished for the information and
assistance of the Board of Directors of the Company in connection with its
consideration of the transaction contemplated therein and is not to be used,
circulated, quoted or otherwise referred to for any other purpose, nor is it to
be filed with, included in or referred to in whole or in part in any
registration statement, proxy statement or any other document, except in
accordance with our prior written consent.

In that regard, we hereby consent to the reference to the opinion of our Firm
under the captions "Summary -- Opinion of the Financial Advisor," "Merger --
Merger Recommendation and Reasons for Transaction," and "Merger -- Opinion of
Financial Advisor," and to

<PAGE> 2
the inclusion of the foregoing opinion in the Joint Proxy Statement included in
the above-mentioned Registration Statement. In giving such consent, we do not
thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 or the rules and
regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/Goldman, Sachs & Co.

GOLDMAN, SACHS & CO.

02663 BAN131274 Form_S-4_Filed_6-2-94
June 27, 1994 17:34