FIRST CHICAGO CORP, DEF 14A, 1995-03-17

FIRST CHICAGO CORP
DEF 14A, 1995-03-17
NATIONAL COMMERCIAL BANKS

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

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

[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

FIRST CHICAGO CORPORATION
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (check the appropriate box):

[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.

[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

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

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

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

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[_] Fee paid previously with preliminary materials.

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

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

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[FIRST CHICAGO LOGO]

Richard L. Thomas
Chairman
and Chief Executive Officer

March 17, 1995
To Our Stockholders:

We are pleased to invite you to attend the Annual Meeting of
Stockholders of First Chicago Corporation, which will be held at 9:30
a.m., Friday, April 21, 1995, at the First Chicago Center located in
the Plaza area adjacent to The First National Bank of Chicago. Please
use the Dearborn Street entrance to the Bank Building.

Matters scheduled for consideration at this Meeting are the election
of 17 directors, approval of the Corporation's Senior Management
Annual Incentive Plan and ratification of the appointment of Arthur
Andersen LLP as independent auditors for the Corporation for 1995. In
addition, two stockholder proposals will be acted upon if properly
presented at the Meeting. The Meeting will also provide an
opportunity to review with you the business and affairs of the
Corporation and its subsidiaries during 1994 and give you a chance to
meet your directors.

Whether you plan to attend or not, please date, sign and return the
proxy card in the accompanying envelope. Your vote is important no
matter how many shares you own. If you do attend the Meeting and
desire to vote in person, you may do so even though you have
previously sent in a proxy.

The First Chicago Center offers special access for people in
wheelchairs and headsets for the hearing-impaired. Stockholders who
wish to arrange for either of these services are invited to call (312)
732-3150 by Wednesday, April 19, 1995.

I look forward to seeing you at the Meeting.

Sincerely,

Richard L. Thomas
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[FIRST CHICAGO LOGO]

NOTICE OF ANNUAL MEETING

OF STOCKHOLDERS
APRIL 21, 1995
To Our Stockholders:

Please take notice that the Annual Meeting of Stockholders of First Chicago
Corporation will be held on Friday, April 21, 1995, at 9:30 a.m., Chicago
time, at the First Chicago Center, One First National Plaza, Chicago,
Illinois, for the purpose of considering and voting upon:

1. The election of 17 directors for a term of one year;

2. The approval of the Corporation's Senior Management Annual Incentive
Plan;

3. The ratification of the appointment of Arthur Andersen LLP as
independent auditors for the Corporation for 1995;

4. Two stockholder proposals, if properly presented at the Meeting, which
are described in the accompanying proxy statement; and

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

The record date for determining stockholders entitled to notice of, and to
vote at, such Meeting is the close of business March 1, 1995.

By order of the Board of Directors,

Sherman I. Goldberg
Secretary
March 17, 1995

PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED FORM
OF PROXY IN THE ENVELOPE PROVIDED FOR THAT PURPOSE.
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[FIRST CHICAGO LOGO]

PROXY STATEMENT

FOR

ANNUAL MEETING TO BE HELD APRIL 21, 1995

This proxy statement is furnished in connection with the solicitation on
behalf of the Board of Directors of First Chicago Corporation (the
"Corporation") of proxies for use at the Annual Meeting of Stockholders (the
"Annual Meeting") of the Corporation to be held at 9:30 a.m., on Friday, April
21, 1995, and at any adjournments thereof.

The Board of Directors has fixed the close of business on March 1, 1995, as
the record date for determining stockholders entitled to notice of, and to vote
at, the Annual Meeting. On the record date, the Corporation had outstanding
and entitled to vote 90,162,373 shares of Common Stock (exclusive of 3,101,957
shares of treasury stock, which will not be voted). Each share of Common Stock
entitles the holder to one vote. The presence, in person or by proxy, of the
holders of a majority of the shares of Common Stock entitled to vote at the
Annual Meeting shall constitute a quorum.

Directors will be elected by a plurality of the votes cast at the Annual
Meeting; therefore, the 17 nominees who receive the largest number of votes
cast will be elected as directors. Shares represented by proxies marked to
withhold authority to vote with respect to any nominee will be counted for
purposes of establishing a quorum, but will have no effect on the election of
that nominee. An affirmative vote of a majority of the shares present in
person or by proxy and entitled to vote at the Annual Meeting is required for
approval of the other matters presented. Shares represented by proxies which
are marked "abstain" on such matters will be counted as shares present for
purposes of determining the presence of a quorum; such shares will also be
treated as shares present and entitled to vote, which will have the same effect
as a vote against such matters. Proxies relating to "street name" shares which
are not voted by brokers on one or more but less than all matters will be
treated as shares present for purposes of determining the presence of a quorum,
but will not be treated as shares represented at the Annual Meeting as to such
matter or matters.

The proxy statement, form of proxy and the Corporation's Annual Report for
1994 were mailed to each stockholder at such holder's address of record,
commencing on or about March 17, 1995.

The principal executive offices of the Corporation are located at One First
National Plaza, Chicago, Illinois 60670.

ELECTION OF DIRECTORS

At the Annual Meeting, 17 directors are proposed to be elected to hold office
until the next Annual Meeting of Stockholders and until their successors are
elected and have qualified. Each of the nominees listed below is presently
serving as a director of the Corporation and The First National Bank of Chicago
(the "Bank"), the Corporation's principal subsidiary.

It is intended that shares represented by proxies solicited on behalf of the
Board of Directors will be voted for the nominees listed below. In the event
that any nominee is unable or declines to serve, an event which is not
anticipated, proxies may be voted at the Annual Meeting for another person in
place of such nominee, or the number of directors constituting the full Board
may be reduced.

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The name, principal occupation, period of service as a director, certain
biographical information and Board committee memberships of each nominee are
set forth below.

NAME, PRINCIPAL AGE, BUSINESS BOARD
OCCUPATION AND EXPERIENCE, COMMITTEE
PERIOD OF SERVICE DIRECTORSHIPS AND MEMBERSHIPS
AS A DIRECTOR OTHER INFORMATION (1)
- ------------------- ---------------------- ----------

Richard L. Thomas Mr. Thomas, 64, joined the Bank Chairman of the
Chairman of the in 1958 and has served as Executive
Board and Chief Chairman of the Board and Chief Committee.
Executive Officer Executive Officer of the
of the Corporation Corporation and the Bank since
and the Bank January 1992. Mr. Thomas also
Director since served as President of the
4/13/73 Corporation from May 1974 to
November 1993, and of the Bank
from 1975 to November 1993. Mr.
Thomas is a director of CNA
Financial Corporation and Sara
Lee Corporation, and a trustee of
Northwestern University, Kenyon
College and Rush-Presbyterian-St.
Luke's Medical Center. He is also
the former Chairman and a life
trustee of The Orchestral
Association.

Richard M. Morrow Mr. Morrow, 69, joined Amoco Member of the
Retired Chairman Production Company, a subsidiary Audit Committee,
of the Board and of Amoco Corporation, in 1948, the Examining
Chief Executive was elected President of Amoco Committee and the
Officer Corporation in 1978 and served as Executive
Amoco Corporation Chairman of the Board and Chief Committee.
(diversified Executive Officer from 1983 until
international his retirement in 1991. From
petroleum January 1993 to June 1993, Mr.
company) Morrow served as Chairman of the
Director since Board of Westinghouse Electric
11/10/78 Corporation. Mr. Morrow is a
director of R. R. Donnelley &
Sons Company, Marsh & McLennan
Companies, Inc., Potlatch
Corporation, Seagull Energy
Corporation and Westinghouse
Electric Corporation. He is also
a trustee of The University of
Chicago and Rush-Presbyterian-St.
Luke's Medical Center.

Donald P. Jacobs Dean Jacobs, 67, was appointed to Member of the
Dean of the J. L. the faculty of Northwestern Organization,
Kellogg Graduate University in 1957 and was Compensation and
School of appointed Dean of the J. L. Nominating
Management Kellogg Graduate School of Committee.
Northwestern Management in 1975. Dean Jacobs
University is a director of Unicom
(education and Corporation, Hartmarx Corp., Pet
research) Incorporated, UDC Homes, Inc.,
Director since Unocal Corp. and Whitman
12/11/81 Corporation.

- -------
(1) Each committee is a committee of the Board of Directors of both the
Corporation and the Bank.

2
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NAME, PRINCIPAL AGE, BUSINESS
OCCUPATION AND EXPERIENCE, BOARD
PERIOD OF SERVICE DIRECTORSHIPS AND COMMITTEE
AS A DIRECTOR OTHER INFORMATION MEMBERSHIPS
- ------------------- ---------------------- ----------

John H. Bryan Mr. Bryan, 58, has been Chairman Chairman of the
Chairman of the of the Board and Chief Executive Audit Committee;
Board Officer of Sara Lee Corporation Member of the
and Chief since 1976. In addition to Sara Examining
Executive Officer Lee Corporation, Mr. Bryan is a Committee and the
Sara Lee director of Amoco Corporation and Executive
Corporation General Motors Corporation. Mr. Committee.
(global Bryan is also the past chairman
manufacturer and and a member of the board of
marketer of brand directors of the Grocery
name products) Manufacturers of America, Inc.,
Director since Chairman of the Chicago Council
4/16/82 on Foreign Relations, a member of
the Board of Trustees and Vice
President and Treasurer of The
Art Institute of Chicago, and a
trustee of Rush-Presbyterian-St.
Luke's Medical Center and The
University of Chicago. Mr. Bryan
also is Chairman of Catalyst.

Patrick G. Ryan Mr. Ryan, 57, has been President Chairman of the
President and and Chief Executive Officer of Organization,
Chief Executive Aon Corporation since 1982 and Compensation and
Officer Chairman of the Board of Nominating
Aon Corporation Directors since 1990. Mr. Ryan is Committee.
(a broad-based a director of Aon Corporation and
insurance holding a trustee of the Field Museum of
company) Natural History, Rush-
Director since Presbyterian-St. Luke's Medical
4/08/83 Center and Northwestern
University.

Roger W. Stone Mr. Stone, 60, joined Stone Member of the
Chairman of the Container Corporation in 1957, Trust Review
Board, President was elected President in 1975, Committee.
and Chief Chief Executive Officer in 1979
Executive Officer and Chairman of the Board in
Stone Container 1983. In addition to Stone
Corporation Container Corporation, Mr. Stone
(manufacturer of is a director of the American
paper, paper- Forest and Paper Association,
related products McDonald's Corporation, Morton
and packaging International, Inc., and Option
systems Care, Inc. He is a member of the
equipment) Advisory Board of the J. L.
Director since Kellogg Graduate School of
4/13/84 Management of Northwestern
University and a trustee of The
Orchestral Association.

Jerry K. Pearlman Mr. Pearlman, 55, joined Zenith Chairman of the
Chairman and Chief Electronics Corporation in 1971, Examining
Executive Officer was elected Chief Executive Committee; Member
Zenith Electronics Officer in 1983 and Chairman in of the Executive
Corporation 1984, and also served as Committee and the
(manufacturer and President from 1983 to 1993. In Trust Review
distributor of a addition to Zenith Electronics Committee.
diversified line Corporation, Mr. Pearlman is a
of electronics director of Stone Container
products) Corporation, the Northwestern
Director since Healthcare Network and the
9/14/84 Central Asian-American Enterprise
Fund, and Chairman of the Board
and a director of Evanston
Hospital Corporation. He is also
a trustee of Northwestern
University.

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James J. O'Connor Mr. O'Connor, 57, joined Member of the
Chairman and Chief Commonwealth Edison Company (the Executive
Executive Officer principal subsidiary of Unicom Committee and the
Unicom Corporation Corporation), in 1963, was Organization,
(production, elected President in 1977 and Compensation and
distribution and became Chairman and Chief Nominating
sale of electric Executive Officer in 1980. In Committee.
energy) addition, he became Chairman and
Director since Chief Executive Officer of Unicom
9/11/87 Corporation (the holding company)
when that company was formed in
1994. Mr. O'Connor is a director
of Unicom Corporation,
Commonwealth Edison Company,
American National Can Company,
Corning Incorporated, Scotsman
Industries, Inc., Tribune
Company, UAL Corporation, the
Chicago Urban League and the
Chicago Stock Exchange. Mr.
O'Connor is also a trustee of the
Field Museum of Natural History,
the Lyric Opera of Chicago,
Northwestern University, The
Orchestral Association and the
Museum of Science and Industry.

Earl L. Neal Mr. Neal, 66, has been an Member of the
Principal attorney with Earl L. Neal & Examining
Earl L. Neal & Associates since 1955. Mr. Neal Committee and the
Associates is a director of Peoples Energy Organization,
(law firm) Corporation, Chicago Title and Compensation and
Director since Trust Company, Chicago Title Nominating
4/08/88 Insurance Company and Lincoln Committee.
National Corporation. He is a
member of the Board of Directors
of the University of Illinois
Foundation, Chairman of the Urban
Health Program--UIC, a fellow of
the International Academy of
Trial Lawyers and a member of the
American College of Trial
Lawyers.

Jack F. Reichert Mr. Reichert, 64, joined Member of the
Chairman of the Brunswick Corporation in 1957, Examining
Board, President was elected Chief Executive Committee and the
and Chief Officer in 1982, Chairman of the Trust Review
Executive Officer Board in 1983 and President in Committee.
Brunswick June 1994. Mr. Reichert also
Corporation previously served as President
(a multinational from 1982 to 1993. Mr. Reichert
company with is a director of Brunswick
leadership Corporation and The Dial Corp,
positions in and a trustee of Carroll College.
marine power, Mr. Reichert is also a member of
pleasure boating the Council of The University of
and recreation) Chicago Graduate School of
Director since Business and the Recreation
4/08/88 Roundtable.

Adele Simmons Ms. Simmons, 53, was elected Chairman of the
President President of The John D. and Trust Review
The John D. and Catherine T. MacArthur Foundation Committee; Member
Catherine T. in May 1989. She served as of the Examining
MacArthur President of Hampshire College, Committee and the
Foundation Amherst, Massachusetts, from 1977 Executive
(philanthropic to 1989. Ms. Simmons is a Committee.
foundation) director of Marsh & McLennan
Director since Companies, Inc. and is a board
11/09/90 member of the Union of Concerned
Scientists and Synergos.

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Dean L. Buntrock Mr. Buntrock, 63, founded WMX Member of the
Chairman of the Technologies, Inc., in 1968 and Examining
Board has served as Chairman of the Committee and the
and Chief Board and Chief Executive Officer Trust Review
Executive since its inception. In addition Committee.
Officer WMX to WMX Technologies, Inc., Mr.
Technologies, Inc. Buntrock is a director of
(comprehensive Wheelabrator Technologies Inc.,
environmental and Waste Management International
engineering plc., and Rust International
services company) Inc., subsidiaries of WMX
Director since Technologies, Inc. He is also a
4/12/91 director of Boston Chicken, Inc.,
serves on the Executive Committee
of The Orchestral Association and
is a member of the Board of
Regents of St. Olaf College.

James S. Crown Mr. Crown, 41, has been a General Member of the
General Partner Partner of Henry Crown and Examining
Henry Crown and Company (Not Incorporated) since Committee and the
Company (Not 1985. From 1983 to 1985, Mr. Organization,
Incorporated) Crown served as a Vice President Compensation and
(diversified of Salomon Brothers Inc. He is a Nominating
investments) director of General Dynamics Committee.
Director since Corporation and PEC Israel
4/12/91 Economic Corporation. He is also
a trustee of The University of
Chicago, the Museum of Science
and Industry, The Orchestral
Association and the Jewish
Federation of Metropolitan
Chicago.

Leo F. Mullin Mr. Mullin, 52, joined the Bank Member of the
President and in 1981 and was elected President Executive
Chief Operating and Chief Operating Officer of Committee.
Officer of the the Corporation and the Bank in
Corporation and November 1993. Previously, Mr.
the Bank Director Mullin served as an Executive
since 10/8/92 Vice President of the Corporation
from December 1984 to April 1991
and from April 1992 to November
1993, and as an Executive Vice
President of the Bank from
December 1984 to April 1991. Mr.
Mullin has also served as
Chairman of the Board of American
National Corporation ("ANC") and
American National Bank and Trust
Company of Chicago ("ANB") since
April 1991 and as Chief Executive
Officer of ANC and ANB from April
1991 to December 1993. Mr. Mullin
is Chairman of the Board of
Trustees of the Field Museum of
Natural History, Vice Chairman of
the Chicago Urban League, a
director of The Children's
Memorial Hospital and a trustee
of Northwestern University.

5
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David J. Vitale Mr. Vitale, 48, joined the Bank Member of the
Vice Chairman of in 1968, and was elected Vice Executive
the Board of the Chairman of the Board of the Committee.
Corporation and Corporation and the Bank in
the Bank Director November 1993. Previously, Mr.
since 10/8/92 Vitale had served as Executive
Vice President of the Corporation
and Bank since 1986. Mr. Vitale
is a director of the Student Loan
Marketing Association, a director
of Leadership Greater Chicago and
a trustee of the Museum of
Science and Industry and the Art
Institute of Chicago.

Donald V. Fites Mr. Fites, 61, joined Caterpillar Member of the
Chairman of the Inc. in 1956, was elected Audit Committee
Board and Chief President and Chief Operating and the Examining
Executive Officer Officer in 1989 and Chairman of Committee.
Caterpillar Inc. the Board and Chief Executive
(manufacturer of Officer in 1990. In addition to
a wide range of Caterpillar Inc., Mr. Fites is a
construction, director of Georgia-Pacific
earthmoving and Corporation, Mobil Corporation,
material handling the National Association of
equipment and Manufacturers, Keep America
engines) Beautiful and Valparaiso
Director since University, the former Chairman
4/16/93 and a director of the Equipment
Manufacturers Institute, and the
former Chairman and a director of
the National Foreign Trade
Council. Mr. Fites is Chairman of
the U.S.- Japan Business Council
and a member of the Salvation
Army National Advisory Board, The
Business Council, the Advisory
Committee for Trade Policy and
Negotiations, the Competitiveness
Policy Council and the Business
Roundtable Policy Committee. He
also serves as a trustee of the
Farm Foundation, Knox College and
The Methodist Medical Center of
Illinois.

Andrew J. McKenna Mr. McKenna, 65, has served as Member of the
Chairman of the Chairman of the Board, President Audit Committee
Board, President and Chief Executive Officer of and the Examining
and Chief Schwarz Paper Company since 1964. Committee.
Executive Officer In addition to Schwarz Paper
Schwarz Paper Company, Mr. McKenna is a
Company (printer, director of Aon Corporation, Dean
converter and Foods Company, McDonald's
distributor of Corporation, Skyline Corporation
packaging and Tribune Company. He also
materials) serves as Chairman of the Board
Director since of Trustees of the University of
4/16/93 Notre Dame, a trustee of the
Museum of Science and Industry, a
director of The Children's
Memorial Hospital and the
Association of Governing Boards
of Colleges and Universities, and
a member of the Board of
Governors of the Chicago Stock
Exchange.

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COMMITTEES OF THE BOARD OF DIRECTORS

It is the primary responsibility of the Board of Directors of the Corporation
to oversee the management of the business of the Corporation and its
subsidiaries, including the Bank. To assist in carrying out its
responsibilities, the Board of Directors has established five standing
committees which are described below. Recently, the Board of Directors
determined that it would be advisable to modify the current standing committees
and their respective functions. These modifications, which will become
effective on April 21, 1995, are summarized below.

AUDIT COMMITTEE

The members of the Audit Committee of the Corporation and the Bank are Donald
V. Fites, Andrew J. McKenna, Richard M. Morrow and John H. Bryan, who serves as
Chairman. During 1994, the Audit Committee of the Corporation and the Bank met
concurrently five times.

Included among the functions performed by the Audit Committee are (i)
appointment of the Corporation's independent auditors subject to ratification
by the stockholders; (ii) review of the plan and results of the independent
auditors' auditing engagement; (iii) general review of the independence of the
independent auditors; (iv) consideration of the range of audit and non-audit
fees for professional services to be provided by the independent auditors; (v)
approval of the professional services provided by the independent auditors;
(vi) review of the Corporation's procedures for making internal audits of its
affairs; (vii) review of the scope and results of the audits performed by the
Corporation's internal auditors; (viii) review of the representations of
management and the findings of the independent auditors and the internal
auditors as to the adequacy of the Corporation's system of internal accounting
controls in order to obtain reasonable assurance that the Corporation's annual
and quarterly financial reports are prepared in accordance with generally
accepted accounting principles and are free from material fraud or error; (ix)
approval of the selection and discharge of the Corporation's General Auditor;
and (x) review of reports of examinations by regulatory agencies relating to
the Corporation and its subsidiaries.

EXAMINING COMMITTEE

The members of the Examining Committee of the Corporation and the Bank are
John H. Bryan, Dean L. Buntrock, James S. Crown, Donald V. Fites, Andrew J.
McKenna, Richard M. Morrow, Earl L. Neal, Jack F. Reichert, Adele Simmons and
Jerry K. Pearlman, who serves as Chairman. During 1994, the Examining Committee
of the Corporation and the Bank met concurrently seven times. The Examining
Committee reviews, advises on, and approves certain activities of the
Corporation and the Bank in the following areas: liquidity, including funding
management; financial risk, including trading and interest rate positions;
credit risk, including credit portfolio risk and credit process; and adequacy
of the allowance for possible credit losses. In addition, the Examining
Committee reviews the results of any regulatory examination or periodic report
by federal banking regulatory agencies related to any of the Examining
Committee's responsibilities.

EXECUTIVE COMMITTEE

The members of the Executive Committee of the Corporation and the Bank are
John H. Bryan, Richard M. Morrow, Leo F. Mullin, James J. O'Connor, Jerry K.
Pearlman, Adele Simmons, David J. Vitale and Richard L. Thomas, who serves as
Chairman. During 1994, the Executive Committee of the Corporation and the Bank
met concurrently once. The Executive Committee exercises all the powers of the
Board of Directors in the management of the business and affairs of the
Corporation and the Bank while the Board of Directors is not in session.

TRUST REVIEW COMMITTEE

The members of the Trust Review Committee of the Corporation and the Bank are
Dean L. Buntrock, Jerry K. Pearlman, Jack F. Reichert, Roger W. Stone and Adele
Simmons, who serves as Chairman. During 1994, the Trust Review Committee of the
Corporation and the Bank met concurrently four times. The Trust Review
Committee, with specified exceptions, exercises all of the powers of the Board
of Directors in the management of those aspects of the business and affairs of
the Bank which relate to the exercise and administration of its fiduciary
authorities and responsibilities. In addition, the Trust Review Committee makes
evaluations, conclusions and recommendations to the Board of Directors with
respect to the fiduciary activities engaged in by the Bank and all other
subsidiaries of the Corporation, particularly as to: the condition of such
fiduciary activities; the effectiveness of fiduciary policies, procedures and
controls; and whether fiduciary responsibilities have been administered in
accordance with the law, pertinent regulations and sound fiduciary principles.

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ORGANIZATION, COMPENSATION AND NOMINATING COMMITTEE

Committee Interlocks and Insider Participation

The members of the Organization, Compensation and Nominating Committee of the
Corporation and the Bank are James S. Crown, Donald P. Jacobs, Earl L. Neal,
James J. O'Connor and Patrick G. Ryan, who serves as Chairman. Except for Mr.
Neal, who was appointed to the Committee in April 1994, all current members
served on the Committee for the entire year. Jerry K. Pearlman and Jack F.
Reichert served on the Committee until April 1994.

During 1994, the Organization, Compensation and Nominating Committee of the
Corporation and the Bank met concurrently eight times.

All of the members of the Organization, Compensation and Nominating
Committee, or their associates, were customers of, or had transactions with,
the Corporation, the Bank and other subsidiaries of the Corporation in the
ordinary course of business during 1994. Additional transactions may be
expected to take place in the future. All outstanding loans to the directors
and their associates, commitments and sales, purchases and placements of
investment securities and other financial instruments included in such
transactions were made in the ordinary course of business, on substantially the
same terms, including interest rates and collateral, where applicable, as those
prevailing at the time for comparable transactions with other persons, and did
not involve more than normal risk of collectibility or present other
unfavorable features. All other transactions described below were entered into
in the ordinary course of business and on substantially the same terms as those
prevailing at the time for comparable transactions with other persons.

During 1994, Unicom Corporation paid approximately $2,344,007 to a subsidiary
of the Corporation for rent and incidental services pursuant to leases for
office and garage space. James J. O'Connor, Chairman and Chief Executive
Officer of Unicom Corporation, is a director of the Corporation.

During 1994, subsidiaries of the Corporation made direct tuition payments
under employee tuition assistance programs for employees enrolled in courses at
Northwestern University of approximately $220,950. Contributions to
Northwestern University by subsidiaries of the Corporation for 1994 totaled
approximately $46,960. Donald P. Jacobs, Dean of the J. L. Kellogg Graduate
School of Management, Northwestern University, is a director of the
Corporation.

Subsidiaries of Aon Corporation received brokerage commissions and fees in
1994 of approximately $743,831 for obtaining certain insurance for the
Corporation and its subsidiaries. In addition, during 1994, a subsidiary of Aon
Corporation paid approximately $1,217,293 to subsidiaries of the Corporation
for rent and incidental services and expenses pursuant to a lease of space on
the subsidiaries' premises used in connection with the marketing of annuity
products. Certain subsidiaries of the Corporation also received net commissions
of approximately $261,176 from subsidiaries of Aon Corporation in connection
with the sale of insurance products. Patrick G. Ryan, President and Chief
Executive Officer of Aon Corporation, is a director of the Corporation.

Subsidiaries of the Corporation made payments in the aggregate of
approximately $1,664,546 for stationery supplies to American Envelope Company.
James S. Crown, a director of the Corporation, owns an indirect interest in
American Envelope Company.

Committee Responsibilities and Authorities

Included among the functions related to human resources management and
compensation performed by the Organization, Compensation and Nominating
Committee are (i) ensuring the effectiveness of senior management and
management continuity; (ii) ensuring the reasonableness and appropriateness of
senior management compensation arrangements and levels; (iii) overseeing
officer titling and employee compensation; (iv) monitoring the overall
soundness and effectiveness of the Corporation's compensation and benefit
programs at all levels; and (v) providing advice and counsel regarding the
Corporation's human resources strategy and key human resources practices and
issues.

Regarding formal authorities for compensation matters, the Corporation's
Board of Directors approves, upon recommendation of the Committee, (i) the
adoption and amendment of stock-based incentive plans (subject

8
<PAGE>

to stockholder approval where required); (ii) the total number of available
shares to be used each year in stock-based plans; (iii) the adoption and
amendment of all significant compensation plans (subject to stockholder
approval where required); and (iv) all compensation actions, including
employment and separation arrangements, for officers at or above the level of
executive vice president.

The Committee has been delegated authority by the Board of Directors to
approve (i) the terms and conditions of stock-based grants; (ii) funding for
senior management annual incentive awards; (iii) all annual incentive awards of
$200,000 or more, except awards for executive vice presidents and above; and
(iv) all compensation actions, including employment and separation
arrangements, for members of the senior leadership group who are not executive
vice presidents or above (approximately 75 employees).

Additionally, the Committee is responsible for (i) proposing new directors;
(ii) reviewing the performance of the Board; (iii) providing counsel regarding
the organization of the Board of Directors and its committee structure,
committee charters, and membership; and (iii) overseeing director compensation
arrangements.

The Organization, Compensation and Nominating Committee will consider
candidates for nominees for election as directors of the Corporation submitted
by stockholders. Any stockholder who wishes to have the Committee consider a
candidate should submit the name of the candidate, along with any biographical
or other relevant information the stockholder wishes the Committee to consider,
to the Secretary of the Corporation at the address appearing on the first page
of this proxy statement.

COMMITTEE MODIFICATIONS

Effective April 21, 1995, the Examining Committee and the Trust Review
Committee will be eliminated and two new standing committees, the Finance
Committee and the Employee and Public Responsibility Committee, will be
established. The Examining Committee's current responsibilities will be divided
between the Finance Committee and the Audit Committee; the Trust Review
Committee's current responsibilities will be assigned to the Audit Committee.

The Finance Committee will be responsible for financing issues, capital
planning, interest rate sensitivity management, risk allocation, credit policy
standards, corporate funding and liquidity, and dividend policy. This Committee
is intended to take a prospective view concerning the risk profile of the
Corporation and to establish parameters within which the Corporation should
operate.

The Employee and Public Responsibility Committee will be responsible for
various issues relating to the Corporation's compliance with the Community
Reinvestment Act, fair lending laws and applicable consumer-related laws;
neighborhood and social initiatives; affirmative action and equal employment
opportunity; and charitable contributions.

9
<PAGE>

DIRECTOR MEETING ATTENDANCE AND FEE ARRANGEMENTS

The Board of Directors of the Corporation held eleven meetings in 1994. Each
incumbent director attended 75% or more of the total number of meetings held
during 1994 by the Corporation's Board of Directors and Committees thereof on
which the director served.

Each non-officer director receives an annual retainer of $50,000 ($25,000 for
service as a director of the Corporation and $25,000 for service as a director
of the Bank). The Chairman of each Committee receives an additional annual
retainer of $5,000 ($2,500 for service as Chairman of a Corporation Committee
and $2,500 for service as Chairman of a Bank Committee). John H. Bryan, Jerry
K. Pearlman, Patrick G. Ryan and Adele Simmons are the current Committee
Chairmen receiving the additional annual retainer. In addition, each non-
officer director receives 200 shares of Common Stock annually. The aggregate
fair market value of the 200 shares of Common Stock received by each non-
officer director in 1994 was $10,000, based on a purchase price of $50 per
share. No additional fees are paid to directors for attending Board or
Committee meetings. Non-officer directors may elect to receive their annual
retainer in cash or have the retainer applied toward the purchase of shares of
Common Stock. Such payments and purchases are made on a quarterly basis.
Officers of the Corporation and its subsidiaries do not receive an annual
retainer, meeting fees, shares of Common Stock or other compensation for
service as directors of the Corporation or the Bank or for service on
Committees of the Board.

Effective March 31, 1994, the Director Retirement Income Plan (the "Director
Retirement Plan") was established for all non-officer directors of the
Corporation and the Bank who have served in such capacity for at least twenty
quarters or leave the respective Boards prior to the completion of such period
due to death or disability. The retirement income benefit is equal to one-half
the annual cash retainer payable to a non-officer director at the time the
retiring director no longer serves on the respective Boards. The benefit is
provided for the number of quarters served up to a maximum of forty quarters.
Retiring directors may elect to receive this benefit in quarterly installments
or in a lump sum based on the discounted present value of the benefit payments
over time. The benefit is payable from the general assets of the Corporation.
In the event of a change of control of the Corporation, the retirement benefit
will be paid immediately in a lump sum discounted to a present value based on
the number of quarters served and the annual retainer in effect at the time of
the change of control. This payment will be made irrespective of whether a
director has served for the requisite twenty quarters. The maximum benefit will
be based on forty quarters of service. The remaining benefits payable to any
previously retired director will be paid immediately upon a change of control
in a lump sum discounted to a present value amount.

Directors may elect to defer cash compensation earned as directors pursuant
to the Deferred Compensation Plans of the Corporation and the Bank. Under these
plans, an amount representing the cash portion of the annual retainer a
director would otherwise be entitled to receive is credited to a cash account
which is maintained for bookkeeping purposes only. Each quarter, a
determination is made as to the number of full shares of the Corporation's
Common Stock that can be purchased with the amount credited to the director's
cash account. The number of phantom shares is then credited to the director's
phantom stock account. The phantom stock account does not represent actual
shares, but is maintained for bookkeeping purposes only.

Each director may select the date following retirement on which pay-out will
commence and the number of annual installments to be paid. Each deferred
payment is based upon the fair market value of the Corporation's Common Stock
at the time of payment. The plans of the Corporation and the Bank provide for
immediate lump sum payment in the event of a director's retirement or
termination of service as a director within one year of a change of control of
the Corporation.

10
<PAGE>

The following table sets forth the number of phantom shares of Common Stock
credited as of December 31, 1994, to the phantom stock accounts of the non-
officer directors participating in the Deferred Compensation Plans.

<TABLE>
<CAPTION>
NUMBER
NAME OF SHARES
- ---- ---------
<S> <C>
Richard M. Morrow....... 27,014
Donald P. Jacobs........ 20,794
John H. Bryan........... 26,427
Roger W. Stone.......... 18,821
Jerry K. Pearlman....... 19,511
</TABLE>
<TABLE>
<CAPTION>
NUMBER
NAME OF SHARES
- ---- ---------
<S> <C>
James J. O'Connor....... 8,010
Earl L. Neal............ 9,785
Dean L. Buntrock........ 4,412
James S. Crown.......... 4,412
Andrew J. McKenna....... 1,430
</TABLE>

BENEFICIAL OWNERSHIP OF THE CORPORATION'S COMMON STOCK

Generally, under Securities and Exchange Commission rules, a person is deemed
to be the beneficial owner of a security with respect to which such person,
through any contract, arrangement, understanding, relationship or otherwise,
has or shares voting power (which includes power to vote, or direct the voting
of, such security) or investment power (which includes power to dispose of, or
direct the disposition of, such security). In addition, a person is deemed to
be the beneficial owner of a security if he or she has the right to acquire
such voting power or investment power over the security within sixty days, for
example, through the exercise of a stock option.

The following table shows the beneficial ownership of the Corporation's
Common Stock as of December 31, 1994 (unless otherwise noted below) by (i) each
person that is the beneficial owner of more than five percent of such
outstanding class of shares, (ii) each director, (iii) each executive officer
named in the Summary Compensation Table on page 19 and (iv) all directors and
executive officers as a group.

<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT
OWNERSHIP OF CLASS
AS OF (IF 1%
DECEMBER 31, OR
NAME 1994 GREATER)
- ---- ------------ --------
<S> <C> <C>
American Express Com-
pany................ 9,668,980(a) 10.76%
The Capital Group
Companies, Inc...... 5,556,440(b) 6.18
Richard L. Thomas.... 487,259(c)(d) --
Richard M. Morrow.... 7,200(e) --
Donald P. Jacobs..... 2,980 --
John H. Bryan........ 3,500 --
Patrick G. Ryan...... 23,956(f) --
Roger W. Stone....... 4,710(g) --
Jerry K. Pearlman.... 5,200 --
James J. O'Connor.... 2,559 --
Earl L. Neal......... 3,000 --
</TABLE>
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT
OWNERSHIP OF CLASS
AS OF (IF 1%
DECEMBER 31, OR
NAME 1994 GREATER)
- ---- ------------ --------
<S> <C> <C>
Jack F. Reichert...... 1,500 -- %
Adele Simmons......... 2,800 --
Dean L. Buntrock...... 5,800 --
James S. Crown........ 3,052,680(h) 3.40
Leo F. Mullin......... 220,066(c) --
David J. Vitale....... 194,678(c) --
Donald V. Fites....... 1,746 --
Andrew J. McKenna..... 14,334(i) --
W. G. Jurgensen....... 103,235(c) --
Scott P. Marks, Jr.... 136,792(c) --
All Directors and Ex-
ecutive Officers as a
Group (j)............ 4,922,687(c) 5.43
</TABLE>
- -------
(a) This information is based on an Amendment No. 3 to Schedule 13G filed on
February 15, 1995, with the Securities and Exchange Commission by American
Express Company, a New York corporation ("American Express"), and its
subsidiary American Express Financial Advisors Inc., a Delaware corporation
and a registered investment advisor ("Advisors"). Advisors has shared
voting power with respect to 2,874,150 shares and shared dispositive power
with respect to 9,668,980 shares. American Express disclaims beneficial
ownership of the shares which may be deemed to be beneficially owned by
Advisors. The address of American Express is American Express Tower, World
Financial Center, New York, New York 10285. The address of Advisors is IDS
Tower 10, Minneapolis, Minnesota 55440.
(b) This information is based on an Amendment No. 3 to Schedule 13G dated
February 8, 1995, filed with the Securities and Exchange Commission by The
Capital Group Companies, Inc., a Delaware corporation ("Capital"), and its
subsidiary, Capital Research and Management Company, a Delaware corporation
and registered investment advisor ("CRM"). CRM has sole dispositive power
over 4,885,000 shares. Through its ownership of CRM and certain other
subsidiaries, Capital may be deemed to have sole voting power over 486,230
shares and sole dispositive power over 5,556,440 shares. Capital disclaims
beneficial ownership of these shares. The address of Capital and CRM is 333
South Hope Street, Los Angeles, California 90071.

11
<PAGE>

(c) As set forth in the following table, for Messrs. Thomas, Mullin, Vitale,
Jurgensen and Marks and all directors and executive officers as a group,
the share amounts include shares subject to options held by such persons
which were exercisable as of March 1, 1995, and also include shares held
pursuant to the Corporation's Savings Incentive Plan as of December 31,
1994, which will be subject to the voting direction of such persons at the
Annual Meeting:
<TABLE>
<CAPTION>
SCOTT ALL DIRECTORS
P. AND EXECUTIVE
RICHARD L. LEO F. DAVID J. W. G. MARKS, OFFICERS AS
THOMAS MULLIN VITALE JURGENSEN JR. A GROUP
---------- ------- -------- --------- ------ -------------
<S> <C> <C> <C> <C> <C> <C>
Shares Subject to Op-
tions Exercisable
as of 3-1-95........ 228,000 118,166 87,083 61,666 58,416 807,718
Shares Held pursuant
to Savings Incentive
Plan................ 13,997 583 5,574 778 104 33,037
</TABLE>
(d) This figure includes 2,120 shares held by a limited partnership in which
Mr. Thomas and his wife are general and limited partners, and 220 shares
held by various trusts for which Mr. Thomas serves as trustee.
(e) This figure includes 1,000 shares owned by Mr. Morrow's wife. Mr. Morrow
disclaims beneficial ownership of the shares owned by his wife.
(f) This figure includes 1,597 shares of Common Stock owned by a corporation
the majority of the shares of which are owned by Mr. Ryan.
(g) This figure includes 2,355 shares of Common Stock held by Mr. Stone as
custodian for his children.
(h) The number of shares of Common Stock shown as beneficially owned by James
S. Crown include 1,555,305 shares owned by The Crown Fund, of which he is a
partner; 226,205 shares owned by Henry Crown and Company (Not
Incorporated), of which Mr. Crown is a partner; 235,361 shares owned by
Areljay, L.P., of which a trust of which Mr. Crown is a beneficiary is a
limited partner; 266,476 shares owned by Arie and Ida Crown Memorial, of
which Mr. Crown is a director; and 517,639 shares owned by Pines Trailer
Limited Partnership, of which a corporation of which Mr. Crown is a
shareholder and a partnership of which Mr. Crown is a partner are partners.
Also included are 131,941 shares beneficially owned by trusts of which Mr.
Crown is a beneficiary and 93,766 shares beneficially owned by trusts of
which Mr. Crown is a co-trustee. Mr. Crown's wife owns beneficially 1,496
shares, and trusts of which Mr. Crown's children are beneficiaries own
beneficially 4,445 shares. Mr. Crown disclaims beneficial ownership of the
shares held by the various persons and entities described above.
(i) This figure includes 5,437 shares of Common Stock owned by Mr. McKenna's
wife. Mr. McKenna disclaims beneficial ownership of the shares owned by his
wife.

(j) For purposes of this table, the term "executive officers" includes all
persons who were executive officers of the Corporation on December 31,
1994.

ORGANIZATION, COMPENSATION AND NOMINATING COMMITTEE REPORT ON EXECUTIVE
COMPENSATION

The following is the report of the Organization, Compensation and Nominating
Committee for 1994 on executive compensation.

Compensation Philosophy

The Committee has established an executive compensation philosophy which
encompasses: (1) guiding principles; (2) the utilization of peer institutions
for purposes of compensation management; (3) the role and purpose of each
compensation element; and (4) policy statements describing decision-making
relative to base salaries, annual incentives and long-term incentives. During
1994, the Committee conducted a review of the Corporation's executive
compensation philosophy and concluded that the existing philosophy was
essentially sound and consistent with the manner the Committee believes the
Corporation's executive compensation program should be structured and managed.
To sharpen the concept of pay for performance, two additional guiding
principles were adopted, one relative to annual incentive compensation, the
other related to long-term incentives:

. Funding for annual incentives will be guided in part by the Corporation's
performance relative to the peer group assuming at or above threshold
performance in relation to the profit plan--target payout for average
relative performance, above target payouts for superior performance in
relation to the peer group, lower payout for below average relative
performance.

12
<PAGE>

. Long-term incentive award guidelines which are established each year will
directly reflect the Corporation's performance for the year in relation
to the peer group--median award opportunities for average relative
performance, increased opportunities for superior performance relative to
the peer group, reduced opportunities for below average relative
performance.

Certain of the other guiding principles are as follows:

. Compensation will play a prominent role in attracting, motivating and
encouraging a career commitment on the part of key employees.

. Compensation programs will reinforce the execution of the Corporation's
business strategies, the achievement of key financial and operating
objectives and ultimately the enhancement of stockholder value.

. Compensation opportunities and the mix of compensation program elements
will be structured in the context of the pay practices of competing
institutions.

. Performance contributions in a given year, achievements over a sustained
period and expectations regarding future contributions will be the
primary determinants of individual compensation actions.

. Judgment and discretion will be an integral part of assessing the
Corporation's performance as well as individual contributions.

. The Corporation's performance will be viewed in the context of statutory
and regulatory requirements, as well as the Corporation's key
constituencies, including stockholders, customers and employees.

. Stock ownership will be encouraged to foster an ownership mentality on
the part of employees at all levels of the Corporation.

Peer Institutions

The Corporation utilizes a group of peer bank holding companies to serve as a
benchmark for competitive pay levels and compensation practices for its senior
officers. The selection of firms for inclusion in the peer group reflects
several factors including institutional performance, business mix, size and
geographic considerations. The specific positioning of the Corporation's total
compensation opportunities in relation to the peer group is dependent on the
Corporation's relative performance and other considerations including business
plan requirements.

As part of the Committee's 1994 review of the Corporation's executive
compensation philosophy, the composition of the current peer group was also
considered. No change in the firms which make up the peer group was deemed
appropriate.

All of the current peer institutions were included in the Standard & Poor's
500 Index and the KBW 50 Index published by Keefe, Bruyette & Woods, Inc. Both
indices are utilized in the performance graph presented on page 18 of this
proxy statement which presents the Corporation's cumulative total return over
the last five years on a comparative basis.

The Corporation conducts and participates in surveys to identify executive
compensation practices and levels within the financial services industry, as
well as those specifically within the executive officer peer group. Information
contained in peer proxies and other sources of competitive data are analyzed
and reviewed by the Committee periodically to ensure an understanding of
competitive compensation trends and the appropriateness of executive officer
compensation positioning. The 1994 review indicated that:

. Salaries for the Corporation's executive officers for 1993 reported in
the 1994 proxy statement were below the median of the peer institutions.

. Incentive awards based on the Corporation's results for 1993 were
slightly above the median of the peer group for 1993. (The Committee
notes that the Corporation's performance for 1993 was significantly above
the median for the peer group.)

. The stock awards made in 1993 were below the median of the peers' 1993
stock awards.

Results from the 1994 review were similar to those from the 1993 review with
respect to the competitive positioning of salaries and stock grants.

13
<PAGE>

Information on 1994 peer group compensation actions will be reviewed by the
Committee in 1995 when such information becomes available.

Description of the Executive Compensation Program

Each element of the executive compensation program--base salaries, annual
incentives, and long-term incentives--has a specific role with respect to
supporting the concept of pay for performance and is designed to reinforce
specific job and organizational requirements.

Base Salary: Base salary represents compensation for discharging job
responsibilities and reflects the executive officer's performance over time.
Peer salaries for comparable positions are used as reference points in setting
salary opportunities for executive officers. The Corporation's overall goal is
to approximate the median salaries paid by the peer group assuming
comparability of such factors as position responsibilities and tenure.

Individual salary adjustments take into account the Corporation's salary
increase guidelines for the year and individual performance contributions for
the year, as well as sustained performance contributions over a number of years
and significant changes in responsibilities, if any. The assessment of
individual performance contributions is subjective and does not specifically
reflect the Corporation's performance. The Corporation's salary increase
guidelines are based on anticipated salary trends among the Corporation's peer
group and the requirements of the Corporation's business plan for the year.

Annual Incentives: Annual incentives serve as the Corporation's primary
compensation vehicle to recognize and reward accomplishments in a given year.
Peer incentive awards are utilized as reference points to establish a target
pool of funds for executive officers and certain other members of senior
management (approximately 75 people in the aggregate), assuming business plan
goals are achieved. There are no individual award targets or award maximums.
The actual size of the funding pool at year-end is based on the Committee's
subjective assessment of the Corporation's performance for the year, which
combines results for specific quantitative measures established at the
beginning of the year as well as progress during the year with respect to the
achievement of critical strategic goals and performance in relation to the
Corporation's peer institutions.

For 1994, the Committee's approach to assessing the Corporation's performance
for annual incentive funding purposes was to rely on a subjective evaluation of
specific performance measures. Performance against an earnings per share target
for the year (on a core earnings basis) was the primary measure. The other
performance benchmarks, which were not formally weighted in terms of relative
importance, included total shareholder return, credit quality, return on
equity, credit ratings, capital adequacy and operating efficiency. The
Corporation's performance relative to the peer group for these same measures
also was assessed by the Committee. There were no preestablished performance
thresholds for the performance measures other than the primary measure
(earnings per share).

For 1994, core earnings per share, as adjusted for certain one-time gains and
extraordinary items, were on plan for the year. Results for the other
performance benchmarks met expectations with performance relative to the peer
group at a median level overall. Based on the Corporation's overall results,
the Committee concluded that the funding available for awards to executive
officers and other members of the senior leadership group should be slightly
below the target pool of funds. Individual awards for executive officers from
the available funding pool were based on a subjective assessment of individual
contributions for the year and were not subject to specific criteria.

Long-Term Incentives: The Corporation utilizes long-term incentives primarily
to provide an earnings opportunity based on the Corporation's success as
measured by its Common Stock performance, and thus link the interests of
employees with those of the Corporation's stockholders. Additionally, long-term
incentives serve to establish an ownership perspective and encourage the
retention of key managers and professionals.

Consistent with these purposes, the Stock Incentive Plan was approved by
stockholders on April 12, 1991. The Plan which is administered by the
Committee, authorizes the grant of: (1) stock options; (2) performance shares;
(3) restricted shares; and, (4) other stock awards the value of which is
determined in whole or in part by reference to the Corporation's Common Stock
including stock appreciation rights, performance units, restricted stock units,
and unrestricted stock grants (to other than executive officers).

14
<PAGE>

The Corporation granted stock option awards in January of 1994 to each of the
executive officers named in the Summary Compensation Table on page 19 of this
proxy statement. The options were granted at an exercise price based on the
market price of the Corporation's Common Stock on the date of grant. The
January option grants have a ten-year term, with one-third of the total grant
becoming exercisable after one, two and three years. Exercise of an option
grant is subject to continued employment.

The number of option shares granted to individual executive officers in 1994
was based on a subjective appraisal of past and expected future contributions
in relation to the Corporation's stock award guidelines for the year. The
Committee also considered the number of stock options outstanding and prior
restricted share awards when it determined individual stock option awards. The
assessment of individual performance was not subject to specific quantitative
criteria. The stock award guidelines were structured to reflect the estimated
average value of peer group long-term incentive compensation opportunities and
certain assumptions including the future price appreciation of the
Corporation's Common Stock. The Corporation's prior performance was not
utilized as a factor with respect to the establishment of the stock award
guidelines in 1994. The actual amount to be realized from the stock option
awards is dependent on future stock price appreciation.

In June of 1994, each of the executive officers (other than the Chairman)
named in the Summary Compensation Table was granted a performance restricted
stock award. The performance restricted stock awards are grants of dividend-
bearing shares of the Corporation's Common Stock which are subject to
restrictions including the attainment of certain corporate performance criteria
for each of the years 1995, 1996 and 1997 (the "performance periods") and the
executive officer's continued employment during a period following the three
performance periods. Although the shares may be voted and are entitled to
reinvested dividends during the restricted period, the shares may not be
disposed of by the executive officer until the restrictions lapse.

The purpose of the 1994 performance restricted stock awards was twofold: 1)
to help ensure the continuity of the Corporation's top executives during a
transition in executive leadership; and 2) to address a competitive
compensation gap which had been identified in prior years, particularly with
respect to long-term incentive awards. The Committee determined the amount of
each grant based on the executive officer's organizational level.

Specifically, the terms of the performance restricted stock awards provide
that for each performance period, each executive officer will earn a percentage
of one-third of the total shares awarded, plus reinvested dividends. The
percentage of shares earned will be based on the Corporation's total
stockholder return ranking for the performance period in relation to the total
stockholder return of the 50 banks represented by the Keefe, Bruyette & Woods,
Inc. KBW 50 Index. Total stockholder return is defined as the price
appreciation of the Corporation's Common Stock plus dividend payments during
the applicable performance period. The percentage to be applied ranges from 0%
to 150%. Awards, if any, earned for each performance period will be paid out in
three annual installments commencing the year immediately following the
performance period, contingent upon the executive officer's continued
employment at the time of each payment.

In 1994, the Committee recommended and the Board approved the use of
restorative stock options, so named because upon exercise of an outstanding
stock option a new option is granted which "restores" the original option's
upside earnings opportunity. Restorative stock options are automatically
granted when: (1) an outstanding stock option is exercised by exchanging shares
of the Corporation's Common Stock owned for at least six months to pay both the
exercise price and the related tax withholding obligations; and (2) the market
price of the Corporation's Common Stock is at least 25% higher than the
exercise price of the outstanding stock option. The number of restorative stock
options granted is equal to the number of shares of Common Stock exchanged. All
outstanding vested stock option grants are eligible for restorative stock
options. Restorative stock options are granted with an exercise price based on
the market price of the Corporation's Common Stock on the date of grant and
have a term which is equal to that remaining on the original option. The use of
restorative stock option grants is consistent with the importance the
Corporation has placed on employee ownership of its Common Stock and is
intended to encourage earlier exercise of outstanding stock option grants and
subsequent retention of stock. During 1994, all of the executive officers named
in the Summary Compensation Table exercised stock options and were granted
restorative stock options.

15
<PAGE>

Stock Ownership Guidelines

Consistent with the importance placed on long-term incentives, the
Corporation has adopted stock ownership guidelines for all senior officers,
including executive officers. The goals set forth in the guidelines, which
became effective January 1, 1993, and were amended in May 1994 to establish
additional stock ownership guidelines for the positions of President and Vice
Chairman, are expected to be achieved over a five year period after attaining
the organizational level associated with a specific ownership target.

Progress toward meeting the goals articulated in the guidelines is reviewed
annually. All senior officers are expected to make reasonable progress with
respect to achieving the ownership goals over the five year period if their
ownership is below guideline levels. Failure to achieve guideline levels of
ownership will be considered when future long-term incentive awards are made;
however, individual circumstances will be taken into account. Two years after
the effective date of the guidelines, almost all of the senior officers subject
to the guidelines had met the interim goals with approximately 60% already
having achieved the five-year target ownership levels.

Compensation of Richard L. Thomas

Mr. Thomas was elected Chairman, President and Chief Executive Officer as of
January 1, 1992. In November 1993, Leo F. Mullin was elected President and
Chief Operating Officer of the Corporation with Mr. Thomas retaining the titles
of Chairman and Chief Executive Officer.

During 1993, Mr. Thomas' annual salary rate was increased from $700,000 to
$730,000. This increase was consistent with the Corporation's overall salary
increases for 1993 for employees at all levels.

During 1994, Mr. Thomas' annual salary rate was increased from $730,000 to
$800,000. The size of the salary adjustment for Mr. Thomas reflected three
factors: (1) Mr. Thomas' performance for 1993; (2) the Committee's desire to
position Mr. Thomas' base salary rate at a level comparable to that of the
chief executive officers of the Corporation's peer group; and (3) the
discontinuation by the Corporation of the payment of certain club initiation
fees, dues and other membership fees for its senior officers. Mr. Thomas'
actual salary-related earnings for 1994 as presented in the Summary
Compensation Table are $785,057. The difference between Mr. Thomas' actual
salary-related earnings for 1994 and his annual salary rate is due primarily to
the timing of his salary increases during the year.

Consistent with the Corporation's overall performance, and the Committee's
assessment of Mr. Thomas' achievements during 1993, Mr. Thomas received an
annual incentive award of $1,300,000. Mr. Thomas' 1993 award was slightly above
the median annual incentive compensation reported for his peer counterparts.
The Corporation's overall performance for 1993 was on balance, significantly
above the Corporation's peer median.

For 1994, the Committee determined that the funding available for senior
management annual incentive awards, including the Chairman's should be slightly
below the level of funding planned for the year. Based on the Committee's
conclusion regarding the appropriate funding level for senior management
incentives and the Committee's subjective evaluation of Mr. Thomas'
performance, an annual incentive of $975,000 was awarded to Mr. Thomas for
1994. Specifically, Mr. Thomas' 1994 award was in recognition of: core earnings
per share results for the Corporation which were on plan for the year, earnings
for three of the Corporation's four major business segments which substantially
exceeded profit plan goals, the Corporation's capital ratios which continued to
exceed the regulatory guidelines for "well-capitalized" status by a wide
margin, the Corporation's excellent credit quality and expense management
trends. Additionally, the Committee considered the Corporation's overall
results for the year in relation to the peer group and Mr. Thomas' performance
relative to his personal objectives for the year.

In 1993, Mr. Thomas was granted 60,000 stock options and no restricted
shares. The value of the 1993 award was below the median award for chief
executive officers of the peer group. In January 1994, Mr. Thomas was granted
89,000 stock options and no restricted shares. The number of option shares
granted to Mr. Thomas was based on the Committee's subjective appraisal of his
past performance overall and his expected future contributions to the
Corporation in relation to the Corporation's stock award guidelines for the
year. In July 1994, the Committee granted Mr. Thomas 125,000 stock options and
no restricted shares. The July 1994 grant was intended primarily to compensate
Mr. Thomas for prior years' long-term incentive compensation awards which were
below the median of his peer bank counterparts. Both 1994 grants for Mr. Thomas
also were intended to provide a significant incentive for meeting certain
strategic challenges facing the Corporation in such a manner as to result in
meaningful stock price appreciation.

16
<PAGE>

The 1993 Tax Law

The Omnibus Budget Reconciliation Act of 1993 limits the allowable deduction
for Federal income tax purposes of compensation paid by a publicly-held
corporation, effective January 1, 1994. The limit, which applies to the
Corporation's chief executive officer and its other four most highly
compensated executive officers employed by the Corporation at year end, is $1
million per executive per year subject to certain preestablished objective
performance-based exceptions.

The Committee has considered the implications of the law and proposed
Internal Revenue Service regulations and has concluded the Corporation's policy
will be: (1) to maintain the current mix of value to be delivered by key
compensation components (base salary, short- and long-term incentives); (2) to
structure all or a portion of annual incentive compensation so that beginning
in 1995 it meets the performance-based exceptions related to the $1 million
compensation deduction limit while maintaining discretionary control over base
salary adjustments; and (3) to utilize long-term incentives which are designed
to ensure that deductibility requirements are met.

Specifically for 1994, compensation attributable to stock options granted in
1994 will qualify for the performance-based exception in the year the option is
exercised. Compensation derived from the 1994 performance restricted stock
grants will also qualify for the performance-based exception in the year paid
pursuant to transitional rules adopted by the Internal Revenue Service.

The Corporation did not attempt to satisfy the performance-based exception
with respect to annual incentive compensation for 1994 because of uncertainty
regarding the proposed Internal Revenue Service regulations. The Corporation
did not forego a deduction for 1994.

Submitted by the members of the Corporation's Organization, Compensation and
Nominating Committee:

.James S. Crown .James J. O'Connor
.Donald P. Jacobs .Patrick G. Ryan, Chairman
.Earl L. Neal

17
<PAGE>

PERFORMANCE GRAPH

The following graph compares the cumulative total return on the Corporation's
Common Stock with the Standard & Poor's 500 Index (the "S&P 500 Index") and the
KBW 50 Index published by Keefe, Bruyette & Woods, Inc. (the "KBW 50 Index").
The S&P 500 Index is a broad based market index, and the KBW 50 Index
represents a cross-section of major banking institutions. Both of these indices
include the Corporation's Common Stock. The values in the graph show the
relative performance of a $100 investment made on December 31, 1989, in the
Corporation's Common Stock, the S&P 500 Index, and the KBW 50 Index, with
reinvestment of dividends.

Comparison of Five Year Cumulative Total Return(/1/)
Among First Chicago Corporation, S&P 500 Index and KBW 50 Index(/2/)

<TABLE>

[GRAPH APPEARS HERE]

<CAPTION>
FIRST
Measurement Period CHICAGO S&P
(Fiscal Year Covered) CORPORATION 500 INDEX KBW 50 INDEX
- ------------------- ----------- --------- ------------
<S> <C> <C> <C>
Measurement Pt-
12/31/89 $100 $100 $100
FYE 12/31/90 $ 48 $ 97 $ 72
FYE 12/31/91 $ 78 $126 $114
FYE 12/31/92 $123 $136 $145
FYE 12/31/93 $149 $149 $153
FYE 12/31/94 $171 $151 $145
</TABLE>
- -------
(1) Assumes $100 invested at December 31, 1989 with reinvested dividends.
(2) At December 31 in each year.

18
<PAGE>

COMPENSATION OF EXECUTIVE OFFICERS

EXECUTIVE OFFICER COMPENSATION TABLE

The following table sets forth the compensation paid, earned or awarded for
the years indicated therein, to the Corporation's chief executive officer and
its other four most highly compensated executive officers.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG TERM COMPENSATION
ANNUAL COMPENSATION AWARDS
-------------------------------- --------------------------
RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL SALARY COMPENSATION AWARDS ($) OPTIONS/SARS COMPENSATION
POSITION YEAR ($) BONUS ($) ($) (1) (2) (#) (3) ($) (4)
- ------------------------ ---- -------- ---------- ------------ ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Richard L. Thomas ...... 1994 $785,057 $ 975,000 $ 9,343 $ 0 329,374 $23,927
Chairman of the Board 1993 719,157 1,300,000 10,689 0 60,000 21,825
and Chief Executive Of- 1992 659,772 500,000 3,796 0 80,000 20,043
ficer of the Corporation
and the Bank
Leo F. Mullin........... 1994 414,636 500,000 6,495 1,331,250 72,619 12,814
President and Chief Op- 1993 345,594 650,000 5,056 0 26,000 10,618
erating Officer of the 1992 313,029 250,000 2,891 139,375 25,000 9,641
Corporation and the Bank
David J. Vitale......... 1994 396,437 450,000 6,495 1,065,000 73,511 12,268
Vice Chairman of the 1993 345,594 650,000 6,712 0 26,000 10,618
Board of the Corporation 1992 310,346 250,000 3,014 139,375 25,000 9,560
and the Bank
W. G. Jurgensen......... 1994 329,770 425,000 6,495 931,875 34,835 10,268
Executive Vice President 1993 303,448 450,000 57,725(5) 0 23,500 9,353
of the Corporation and 1992 276,822 200,000 3,472 125,438 22,500 8,555
the Bank
Scott P. Marks, Jr...... 1994 295,659 525,000 6,495 931,875 41,199 9,245
Executive Vice President 1993 269,923 450,000 6,244 218,938(6) 14,000 8,348
of the Corporation and 1992 250,958 225,000 2,380 100,350 18,000 7,779
the Bank
</TABLE>
- -------

(1) Restricted Stock Awards for 1994 are performance restricted stock awards
consisting of a grant of dividend-bearing shares of the Corporation's
Common Stock to the named executive officer for which unrestricted
ownership may be earned upon the attainment of certain corporate
performance criteria during each of the years 1995, 1996 and 1997 (each, a
"performance period"). For each performance period, the executive officer
will earn a stated percentage of one-third of the number of shares granted,
plus reinvested dividends. The determination of the percentage, which may
range from 0% to 150%, will be based upon the relative ranking of the
Corporation's total stockholder return for the applicable performance
period as compared with the total stockholder return of the 50 banks
comprising the KBW 50 Index. Total stockholder return is measured by the
stock price appreciation of the Corporation's Common Stock plus dividend
payout during the applicable performance period. Awards, if any, earned for
each performance period will be paid in three annual installments
commencing the year immediately following the performance period, with one-
third of the earned award being paid in the first installment, one-half of
the remaining award being paid in the second installment, and the remainder
of the award being paid in the final installment. The payment of each
installment is contingent upon the executive officer's continued employment
at the time of such payment. A total of 80,000 performance restricted
shares were granted in 1994 to the executive officers named in the Summary
Compensation Table.

(2) The dollar values shown in the Restricted Stock Awards column are based
upon the closing market price of the Corporation's Common Stock on the date
the restricted shares were granted. Dividends on the performance restricted
shares granted in 1994 are reinvested in the Corporation's Common Stock;
dividends on the restricted shares granted in 1993 and 1992 are payable in
cash.

At December 31, 1994, the aggregate number of restricted shares of the
Corporation's Common Stock held by the executive officers named in the
Summary Compensation Table and the value of these shares, based upon the
$47.75 per share closing price of the Corporation's Common Stock on
December 30, 1994, were as follows:
<TABLE>
<CAPTION>
NUMBER OF
NAME SHARES VALUE
---------------- --------- ----------
<S> <C> <C>
Richard L. Thomas................ 38,380 $1,832,636
Leo F. Mullin.................... 54,083 2,582,448
David J. Vitale.................. 48,163 2,299,799
W. G. Jurgensen.................. 26,187 1,250,415
Scott P. Marks, Jr............... 48,721 2,326,427
</TABLE>

19
<PAGE>

(3) Includes new stock options and "restorative" stock options granted under
the Corporation's Stock Incentive Plan. All stock options granted in 1993
and 1992 were new grants. New stock options were granted in 1994 for
214,000, 40,000, 36,750, 25,500, and 22,750 shares, to Messrs. Thomas,
Mullin, Vitale, Jurgensen and Marks, respectively. All other stock option
grants for 1994 were restorative stock options. For a description of
restorative stock options, see the Organization, Compensation and
Nominating Committee Report on Executive Compensation contained herein and
footnote (2) to the "Option/SAR Grants in Last Fiscal Year" table below.

(4) All amounts included in this column for 1994 represent the Corporation's
matching contributions to the Corporation's Savings Incentive Plan and
Supplemental Savings Incentive Plan.

(5) During 1993, the Corporation reimbursed Mr. Jurgensen for club dues and
initiation fees in the amount of $40,291.

(6) Includes 3,500 restricted shares which vested one year from the date of
grant.

OPTION GRANTS TABLE

The following table provides information on stock options (both new and
restorative) granted in 1994 to the executive officers named in the Summary
Compensation Table. All options granted in 1994 were non-qualified stock
options, and no stock appreciation rights ("SARs") were granted in 1994.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------------------------
NUMBER OF PERCENT OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO
OPTIONS/ EMPLOYEES IN EXERCISE OR
SARS GRANTED (#) FISCAL YEAR BASE PRICE EXPIRATION GRANT DATE PRESENT VALUE ($)
NAME (1)(2) (3) ($/SH) DATE (4)
---- ----------------------------------- ----------- ---------- ----------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Richard L. Thomas....... 89,000 4.17% $41.75 01/14/04 $1,114,280
125,000 5.86 47.875 07/08/04 1,856,250
10,818 0.51 48.625 02/14/96 59,174
22,448 1.05 48.625 04/13/97 196,644
35,329 1.66 48.625 02/12/98 364,949
33,326 1.56 48.625 02/10/99 390,247
13,453 0.63 48.625 02/09/00 171,391
Leo F. Mullin........... 40,000 1.88 41.75 01/14/04 491,200
5,930 0.28 49.00 02/14/96 36,470
11,189 0.52 49.00 04/13/97 106,967
15,500 0.73 49.00 02/12/98 174,065
David J. Vitale......... 36,750 1.72 41.75 01/14/04 451,290
1,773 0.08 49.00 02/08/95 0
970 0.05 49.00 02/14/96 5,636
8,205 0.38 49.00 04/13/97 75,076
15,852 0.74 49.00 02/12/98 170,250
9,961 0.47 49.00 02/10/99 121,026
W.G. Jurgensen.......... 25,500 1.20 41.75 01/14/04 313,140
9,335 0.44 48.375 02/08/01 127,703
Scott P. Marks, Jr...... 22,750 1.07 41.75 01/14/04 279,370
1,386 0.06 47.375 04/13/97 12,751
4,757 0.22 47.375 02/12/98 51,280
12,306 0.58 47.375 02/08/01 172,899
</TABLE>
- -------
(1) The first and second lines of the "Options/SARs Granted" column for Mr.
Thomas, and the first line of such column for each other named executive
officer denotes new grants made in 1994; all other grants are

20
<PAGE>

restorative options. Except for Mr. Thomas' grants, one third of each new
option grant becomes exercisable on the first, second and third
anniversaries of the grant date, which was January 14, 1994. One third of
Mr. Thomas' grant of 89,000 options became exercisable on January 14, 1995,
a second one-third is exercisable on January 14, 1996, and the final one-
third is exercisable on April 1, 1996. One third of Mr. Thomas' grant of
125,000 options is exercisable on July 8, 1995, a second one-third is
exercisable on January 8, 1996, and the final one-third is exercisable on
April 1, 1996. Restorative stock options are exercisable six months from the
grant date. See footnote (2) to this table for a further explanation of
restorative stock options.
(2) In 1994, the Corporation, pursuant to the Stock Incentive Plan, instituted
the grant of restorative options which "restore" a stock option's upside
earnings potential through the grant of a replacement option upon exercise
of the original option. Restorative options are automatically granted when:
(a) an outstanding stock option is exercised by an employee exchanging
Common Stock owned by the employee for at least six months to pay both the
exercise price and the related tax withholding obligations; and (b) the
market price of the Common Stock is at least 25% higher than the exercise
price of the outstanding stock option. The number of restorative options
granted is equal to the number of shares of Common Stock exchanged by the
employee. All outstanding vested stock options are eligible for restorative
stock options. A restorative stock option will not be granted upon the
exercise of a restorative stock option. Restorative stock options are
granted with an exercise price based on the market price of the Common
Stock on the date of the grant and have a term which is equal to that
remaining on the original option. The Corporation believes that the
restorative option feature of the Stock Incentive Plan will increase
employee ownership of Common Stock thereby further aligning the interests
of the Corporation's employees and stockholders.
(3) The percentages shown in the table are based on total options granted in
1994 (both new and restorative options) on 2,133,121 shares of Common
Stock.
(4) The grant date present values shown in the table are determined using the
Black-Sholes option pricing model. Except with respect to the new options
awarded Mr. Thomas in 1994, the assumptions used in calculating the Black-
Sholes present value of $12.28 per option for new option grants were as
follows:
(a) Volatility: 33.59%--based on 10 years of daily stock prices from
January 1, 1984, through January 1, 1994;
(b) Risk-Free Rate of Return: 6.30%--estimated 10 year zero coupon
treasury yield;
(c) Dividend Yield: 3.81%--dividend at the time of grant divided by the
stock price at the time of grant;
(d) Option Duration (time of exercise and vesting): 1/3 of option assumed
to commence one year from grant date with a nine year term, 1/3 to
commence two years from grant date with an eight year term and 1/3 to
commence three years from grant date with a seven year term, all
discounted back to grant date using applicable zero coupon treasury
rates.
The calculation with respect to Mr. Thomas' grant of 89,000 options, having
a present value of $12.52 per option, assumes the volatility, risk-free
rate of return and dividend yield set forth above, and an option duration
whereby 1/3 of the option is assumed to commence one year from the grant
date with a nine year term, 1/3 to commence two years from the grant date
with an eight year term and 1/3 to commence approximately twenty six months
from the grant date with a term of approximately 7 3/4 years. The
calculation with respect to Mr. Thomas' grant of 125,000 options, having a
present value of $14.85 per option, assumes volatility of approximately
33.53%, a risk-free rate of return of 7.86% based on the estimated 10 year
zero coupon treasury yield on the date of grant, a dividend yield of 4.16%
and an option duration whereby 1/3 of the option is assumed to commence one
year from the grant date with a nine year term, 1/3 to commence eighteen
months from the grant date with a term of 8 1/2 years and 1/3 to commence
21 months from the grant date with a term of 8 1/4 years.
The calculations with respect to all restorative options assume: (a)
volatility based on 10 years of daily stock prices prior to the grant date;
(b) a risk-free rate of return equal to the estimated 10 year zero coupon
treasury yield on the grant date; (c) a dividend yield equal to the
dividend on the grant date divided by the stock price on such date; and (d)
the restorative option vesting six months after the grant date and having a
term equal to the remaining term of the original option. The specific
assumptions used for the calculation of the grant date present values for
the restorative options granted to the named executive officers are as
follows:
<TABLE>
<CAPTION>
RISK-FREE DIVIDEND
VOLATILITY RATE OF RETURN YIELD
---------- -------------- --------
<S> <C> <C> <C>
Richard L. Thomas......................... 32.65% 8.12% 4.56%
Leo F. Mullin............................. 32.73 8.03 4.06
David J. Vitale........................... 32.65 8.07 4.48
W.G. Jurgensen............................ 32.67 8.00 4.54
Scott P. Marks, Jr........................ 32.75 8.00 4.20
</TABLE>

21
<PAGE>

No adjustments were made in calculating the grant date present value of an
option to account for potential forfeiture or the non-transferable nature
of the option.
The actual value of the options will depend on the market value of the
Common Stock on the dates the options are exercised. No realization of
value from the options is possible without an increase in the price of the
Common Stock, which would benefit all stockholders.

1994 OPTION EXERCISES AND YEAR-END OPTION VALUE TABLE

The following table provides information on options exercised in 1994 by the
executive officers named in the Summary Compensation Table, the number of
unexercised options each of them held at December 31, 1994, and the value of
the unexercised in-the-money options each of them held as of that date. No SARs
were outstanding at any time during 1994.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION /SAR VALUES

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
SHARES UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
ACQUIRED OPTIONS/SARS IN-THE-MONEY OPTIONS/SARS
ON VALUE AT FY-END (#) AT FY-END ($) (1)
EXERCISE REALIZED ------------------------- ----------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE(1) UNEXERCISABLE
- -------------------- ---------- ----------- ------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Richard L.
Thomas... 150,666 $3,066,906 151,667 396,041 $2,886,634 $1,506,473
Leo F.
Mullin... 51,500 1,244,963 87,832 98,287 1,569,071 596,779
David J.
Vitale... 51,360 1,125,020 57,832 99,179 1,071,071 577,279
W. G. Jur-
gensen... 13,000 316,875 37,833 58,002 706,600 474,815
Scott P.
Marks,
Jr....... 25,500 596,855 40,166 56,533 642,339 365,876
</TABLE>
- -------
(1) The values shown in the table are based on the $47.75 per share closing
price of the Corporation's Common Stock on December 30, 1994, less the
exercise price of the options.

PENSION PLAN

In general, salaried employees of the Bank and designated subsidiaries of the
Corporation are eligible to participate in the Pension Plan upon both attaining
age 21 and completing one year of service. A participant is 100% vested after
completing five years of vesting service. Generally, an employee who has
completed 15 years of vesting service may elect, upon adequate notice, early
retirement after attaining age 55. With certain exceptions, upon reaching age
65 or after completing five years of vesting service, if later, each
participant is entitled to receive annual retirement income (in monthly
installments) for life equal to the average of the highest annual rates of base
salary paid to the participant in each of the participant's last five years of
employment, multiplied by a percentage (which may not exceed 70%) computed by
multiplying the number of years of credited service under the Pension Plan by
2%. There is no reduction in a participant's pension for Federal Social
Security benefits, except for participants whose employment terminated prior to
January 1, 1989.

The Supplemental Pension Plan was adopted to permit the payment of
supplemental benefits to employees whose annual benefits upon retirement under
the Pension Plan would exceed those permitted by the Internal Revenue Code of
1986, as amended (the "Code"). The Supplemental Pension Plan provides that if
at any time the amount of the annual retirement benefit which would otherwise
be payable under the Pension Plan to a person who has completed 5 or more years
of vesting service is or becomes limited by reason of compliance with the Code,
such person shall be entitled to receive under the Supplemental Pension Plan a
supplemental benefit equal to the difference between the benefit such person
receives under the Pension Plan and the benefit such person would have received
if such limitation had not been included. The benefit is payable from the
general assets of the Corporation.

The Executive Retirement Plan provides certain senior officers with an
additional retirement benefit payable from the general assets of the
Corporation. The benefit payable under the Executive Retirement Plan is equal
to the incremental benefit that would be provided under the Pension Plan and
the Supplemental Pension Plan if an amount equal to the average of the
participant's five largest annual bonus awards (with a maximum limit per year
of 50% of base salary) were added to the participant's base salary for purposes
of calculating the retirement benefits payable under the Pension Plan and
Supplemental Pension Plan.

The following table illustrates the estimated annual benefits payable upon
retirement for specified average compensation rates and years of credited
service classifications assuming retirement at age 65. The amounts shown in the
table include amounts payable pursuant to the Supplemental Pension Plan and the
Executive Retirement Plan.

22
<PAGE>

<TABLE>
<CAPTION>
ESTIMATED ANNUAL RETIREMENT BENEFITS WITH
INDICATED YEARS OF CREDITED SERVICE
COVERED --------------------------------------------
COMPENSATION 15 20 25 30 35
------------ -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$ 200,000................. $ 60,000 $ 80,000 $100,000 $120,000 $140,000
400,000................. 120,000 160,000 200,000 240,000 280,000
600,000................. 180,000 240,000 300,000 360,000 420,000
800,000................. 240,000 320,000 400,000 480,000 560,000
1,000,000................. 300,000 400,000 500,000 600,000 700,000
1,200,000................. 360,000 480,000 600,000 720,000 840,000
</TABLE>

The years of credited service and covered compensation under the Pension Plan
(including the Supplemental Pension Plan) and Executive Retirement Plan as of
January 1, 1995, for the executive officers named in the Summary Compensation
Table are as follows:

<TABLE>
<CAPTION>
SCOTT P.
RICHARD L. LEO F. DAVID J. W. G. MARKS,
THOMAS MULLIN VITALE JURGENSEN(1) JR.
---------- -------- -------- ------------ --------
<S> <C> <C> <C> <C> <C>
Years of Credited Serv-
ice...................... 35 13 27 4 10
Covered Compensation(2)... $983,000 $501,000 $484,000 $429,500 $383,550
</TABLE>
- -------
(1) Mr. Jurgensen became vested under the Pension Plan on December 16, 1994.
(2) These amounts represent the aggregate covered compensation under the
Pension Plan (including the Supplemental Pension Plan) and Executive
Retirement Plan for the past five years.

CHANGE OF CONTROL EMPLOYMENT AGREEMENTS

Change of control employment agreements are in effect between the Corporation
and certain key officers of the Corporation and its subsidiaries, including
Messrs. Thomas, Mullin, Vitale, Jurgensen and Marks. These agreements would
become effective upon the occurrence of a change of control of the Corporation
(as defined in the agreements) and provide for certain compensation and
benefits for a three-year employment period after the effective date of the
change of control.

These agreements provide that while the officer is employed during the three-
year employment period following the change in control, he will be entitled to
salary, bonus opportunities, employee benefits, perquisites and a title and
level of responsibility commensurate with those in effect before the change of
control, plus salary increases consistent with those of peer executives of the
Corporation. In the event that the officer's employment is terminated during
the three-year employment period (i) by the Corporation other than for "cause";
(ii) by the officer for "good reason"; (iii) voluntarily by the officer during
a thirty-day window period following the one year anniversary of the change of
control; or (iv) due to his death or disability, then he would be entitled to a
lump sum severance benefit, consisting of 250% of the sum of his annual base
salary plus a bonus equal to the average of his last three bonuses. The
employee also would be entitled to continued employee welfare benefits during
the remainder of the employment period as well as a lump sum supplemental
retirement payment equal to the value of the service credit under the
Corporation's pension and retirement plans that would have been received for
the remainder of the employment period.

If the terminated officer becomes employed elsewhere during the employment
period, welfare benefits payable by the Corporation would be reduced by those
provided by the new employer. The agreement also provides that if payments to
be made to the officer under the agreement would be subject to the 20% excise
tax imposed under Section 4999 of the Code, such payments will be reduced to
299.9% of the officer's five-year average taxable base compensation if the
reduction would increase the net after-tax payment to the officer.

23
<PAGE>

STOCKHOLDER APPROVAL OF SENIOR MANAGEMENT ANNUAL INCENTIVE PLAN

Introduction. At the Annual Meeting there will be submitted a proposal to
approve the Corporation's Senior Management Annual Incentive Plan (the "Plan"),
an employee incentive bonus plan which revises the existing senior management
annual incentive program to comply with Internal Revenue Service requirements
to help ensure the tax deductibility of certain executives' compensation. The
Board of Directors adopted the Plan on February 10, 1995, subject to
stockholder approval. If stockholder approval is obtained, the Plan will be
effective as of January 1, 1995.

As discussed in the Organization, Compensation and Nominating Committee
Report on Executive Compensation (the "Committee Report") beginning on page 12
of this proxy statement, the Internal Revenue Code (the "Code") was amended in
1993 to add a new Section 162(m) which disallows federal income tax deductions
for certain compensation in excess of $1 million per year paid to each of the
Corporation's Chief Executive Officer and its other four most highly
compensated executive officers (collectively, "Covered Employees"). Under
Section 162(m), compensation that qualifies as "other performance-based
compensation" is not subject to the $1 million limit. One of the conditions
necessary to qualify an incentive bonus as "other performance-based
compensation" is that the material terms of the plan under which the bonus is
awarded must be disclosed to and approved by the stockholders of the
Corporation before the bonus is paid.

Although the Plan provides for incentive payments intended to qualify as
"other performance-based compensation", payments that do not so qualify and
therefore may not be deductible compensation expenses for the Corporation also
may be granted under the Plan. There is no current intent to make incentive
payments which may be non-deductible, but the Plan permits such payments in
order to preserve flexibility for the Corporation's executive compensation
program.

The following description of the Plan sets forth the material terms of the
Plan; however, it is a summary. It does not purport to be complete and is
qualified in its entirety by reference to the provisions of the Plan, a copy of
which is attached to this proxy statement as Appendix A.

Purpose. The Plan is designed to (i) assist the Corporation in attracting,
retaining and motivating senior management employees, (ii) associate such
employees' interests with those of the Corporation's stockholders, and (iii)
qualify compensation paid pursuant to the Plan to Covered Employees as "other
performance-based compensation" within the meaning of Section 162(m) of the
Code or any successor provision.

Participants. The Plan permits the payment of incentive bonuses to employees
of the Corporation who are considered to be members of the Corporation's senior
management and are designated by the Organization, Compensation and Nominating
Committee of the Board or such other committee as may be appointed by the Board
in the future (the "Committee"). Participation in the existing incentive bonus
program historically has been limited to the Corporation's executive officers
and certain other members of senior management (approximately 75 individuals in
aggregate). It is expected that payments under the Plan would be similarly
limited, but there is no requirement to that effect. Employees who are
designated as eligible to receive incentive payments under the Plan are
referred to as "Participants".

Administration. The Plan is administered by the Committee which, in its sole
discretion, determines the terms of all incentive payments, including, without
limitation, the Participants to whom, and the time or times at which, payments
are made, the amount of a Participant's payment, the Incentive Period (as
defined below), the actual dollar amount and timing of the payments (which
payments may, without limitation, be made during or after an Incentive Period
on a deferred basis or in installments). None of the current members of the
Committee is eligible to participate in the Plan.

Incentive Payments and Performance Goals. The Plan provides that for a
specified period of time, generally a calendar year, (an "Incentive Period")
the Committee will determine and establish in writing (i) one or more corporate
performance goals (the "Performance Goals") and (ii) the performance/payout
schedule detailing the total dollar amount which may be made available for
payout to all Participants as incentive

24
<PAGE>

payments based upon the relative level of attainment of the Performance Goals.
Incentive payments will be made only upon the determination by the Committee
that the Corporation has achieved the Performance Goals for such Incentive
Period. The Performance Goals related to, and the total dollar amount of
incentive payments for, an Incentive Period must be established by the
Committee prior to the completion of 25% of the Incentive Period or such
earlier date as may be required by Section 162(m) of the Code.

In no event will the incentive payment for an Incentive Period for a
Participant who is a Covered Employee or a member of the Senior Management
Committee (as designated by the Chief Executive Officer) exceed 200% of the
greater of: (i) the Participant's base salary rate as of the first day of the
applicable Incentive Period; or (ii) the Participant's base salary rate, as set
by the Board or Committee prior to, or at the same time as, the determination
of the Performance Goals for such Incentive Period, (or such later date as may
be permitted by applicable tax rules or regulations) notwithstanding that
payment of such base salary rate will not commence until a later date.

The Plan authorizes the Committee to determine one or more Performance Goals
for an Incentive Period which must be based on (i) earnings per share, (ii)
return on average equity, (iii) return on average assets, or (iv) any other
objective performance goals as may be established by the Committee for such
period. Performance Goals may be absolute in their terms or measured against or
in relationship to other companies comparably, similarly or otherwise situated
and may be based on or adjusted for any other objective goals, events, or
occurrences established by the Committee for an Incentive Period, including
earnings, earnings growth, revenues, expenses, stock price, market share,
charge-offs, loan loss reserves, reductions in non-performing assets, return on
assets, return on equity, return on investment, regulatory compliance,
satisfactory internal or external audits, improvement of financial ratings,
achievement of balance sheet or income statement objectives, extraordinary
charges, losses from discontinued operations, restatements and accounting
changes and other unplanned special charges such as restructuring expenses,
acquisition expenses including goodwill, unplanned stock offerings and
strategic loan loss provisions. Such Performance Goals may be particular to a
line of business, subsidiary or other unit or may be based on the performance
of the Corporation generally.

Payments. After the end of each Incentive Period, the Committee: determines
the total dollar amount available for incentive payments pursuant to the
performance/payout schedule established for such period, which amount will be
based upon the extent to which the Performance Goals established by the
Committee for such Incentive Period have been achieved; determines, in its sole
discretion, the share, if any, of available dollars to be paid to each
Participant (however, in the case of executive officers, the Board shall have
authority to approve the share to the extent permitted under Section 162(m) and
underlying regulations); and authorizes the payment of such amount to the
Participant. The Committee may, in its sole discretion, reduce the size of or
eliminate the total dollars available for payment for an incentive period.

Amendment or Termination. The Board may amend, modify or terminate the Plan
in any respect at any time without the consent of Participants. Any such action
may be taken without the approval of the Corporation's stockholders, but only
to the extent that such stockholder approval is not required by applicable law
or regulation, including Section 162(m) of the Code. Unless sooner terminated
by the Board, to the extent necessary to ensure that payments made to Covered
Employees may be deductible thereunder, the Plan will terminate as of the date
of the first meeting of the Corporation's stockholders occurring during the
year 2000, unless the term of the Plan is extended and reapproved at such
stockholders' meeting. Termination of the Plan will not affect any incentive
payments due and outstanding on the date of termination, and such payments will
continue to be subject to the terms of the Plan notwithstanding its
termination.

Change of Control. In the event of a change of control of the Corporation,
the Incentive Period will be deemed to have concluded on the date of the change
of control and the dollar amount available for payout to Participants will fund
on a pro rata basis (based on the number of days in such Incentive Period
elapsed through the date of the change of control) assuming the Corporation had
attained Performance Goals at a level generating funding at 200% of the target
funding for the Incentive Period. The Committee, in its sole discretion, will
determine the share of available dollars payable to each Participant (provided
that in all events the entire amount of funds available as calculated pursuant
to the preceding sentence will be paid to Participants subject to the maximum
payment limitations for Covered Employees and members of the Senior Management
Committee discussed above).

Maximum Incentive Payments for 1995. Set forth in the table below is
information relating to the maximum incentive payments which could be made to
the named Participants for the Incentive Period beginning January 1, 1995, and
ending December 31, 1995 (the "1995 Incentive Period"). This maximum amount is
a

25
<PAGE>

limitation and does not represent a target payment for the Participant.
Incentive payments for the 1995 Incentive Period will be payable from the
dollars available to fund such payments, the amount of which will be based
upon the relative level of attainment of the Performance Goals established by
the Committee. For 1995, the Committee established Performance Goals based on
the Corporation's earnings per share for 1995, on an absolute dollar basis, as
adjusted for extraordinary charges, accounting changes and other unplanned
special charges as provided for by the Committee. The actual amount payable to
any Participant as an incentive payment will be determined by the Committee
but in no event will exceed the maximum amounts set forth below.

NEW PLAN BENEFITS
SENIOR MANAGEMENT ANNUAL INCENTIVE PLAN

<TABLE>
<CAPTION>
DOLLAR VALUE ($)
NAME(1) MAXIMUM AWARD(2)
------- ----------------
<S> <C>
Richard L. Thomas...................................... $1,670,000
Leo F. Mullin.......................................... 930,000
David J. Vitale........................................ 850,000
W.G. Jurgensen......................................... 700,000
Scott P. Marks, Jr..................................... 650,000
Executive Officer Group................................ 8,155,000
Non-Executive Officer Employee Group................... 3,037,500(3)
</TABLE>
- -------
(1) The position of each of the named individuals is set forth in the Summary
Compensation Table on page 19 of this proxy statement.
(2) These amounts are provided for purposes of illustration only, as required
by the rules of the Securities and Exchange Commission and proposed
Treasury Regulations promulgated under the Internal Revenue Code.
(3) The maximum aggregate award payable under the Plan to the non-executive
officer Participants for the 1995 Incentive Period currently is not
determinable. This amount represents the actual aggregate bonus payments
made for 1994 to the non-executive officers participating in the senior
management annual incentive program. If the Plan had been in effect for
1994 and Performance Goals similar to those for the 1995 Incentive Period
had been employed for 1994, the aggregate incentive payments which would
have been made to the non-executive officers as a group would not have
varied materially from this amount. Non-executive officers may also
participate in incentive programs specific to their business unit or
subsidiary.

The Plan will be cancelled unless approved by the Corporation's
stockholders. If the stockholders of the Corporation do not approve the Plan,
the Board might nonetheless decide to continue the Corporation's annual
incentive program based on a determination that doing so is in the best
interest of the Corporation. In such event, however, payments made to Covered
Employees may not be deductible for federal income tax purposes under Section
162(m) of the Code.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE SENIOR
MANAGEMENT ANNUAL INCENTIVE PLAN.

TRANSACTIONS WITH DIRECTORS, EXECUTIVE OFFICERS, STOCKHOLDERS AND ASSOCIATES

Directors and executive officers of the Corporation and their associates,
and American Express Company and The Capital Group Companies, Inc., each a
beneficial owner of more than five percent of the outstanding shares of Common
Stock, and their respective associates, were customers of, or had transactions
with, the Corporation, the Bank and other subsidiaries of the Corporation in
the ordinary course of business during 1994. Additional transactions may be
expected to take place in the future. All outstanding loans to directors and
executive officers and their associates, commitments and sales, purchases and
placements of investment securities and other financial instruments included
in such transactions, were made in the ordinary course of business, on
substantially the same terms, including interest rates and collateral, where
applicable, as those prevailing at the time for comparable transactions with
other persons, and do not involve more than normal risk of collectibility or
present other unfavorable features. All other transactions described on page 8
of this proxy statement were entered into in the ordinary course of business
and on substantially the same terms as those prevailing at the time for
comparable transactions with other persons.

26
<PAGE>

APPROVAL OF APPOINTMENT OF AUDITORS

The Board of Directors recommends that the stockholders approve the
appointment by the Audit Committee of the Board of Directors of Arthur Andersen
LLP as independent auditors for the Corporation for the year 1995.

Arthur Andersen LLP has served as independent auditors for the Corporation
since the Corporation commenced operations in 1969. Representatives of Arthur
Andersen LLP will be present at the Annual Meeting and will have an opportunity
to make a statement if they desire to do so. They will also be available to
respond to appropriate questions presented at the Annual Meeting.

During 1994, Arthur Andersen LLP provided audit services to the Corporation
and its subsidiaries along with certain non-audit services. The aggregate fees
billed for all services rendered by Arthur Andersen LLP during 1994 were
approximately $5.3 million.

In the event the appointment of Arthur Andersen LLP is not approved by the
affirmative vote of a majority of the shares of Common Stock represented at the
Annual Meeting, the appointment of independent auditors will be reconsidered by
the Board of Directors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE APPOINTMENT OF
AUDITORS.

---------------

STOCKHOLDER PROPOSAL 1

The Corporation has been advised that the Board of Trustees of the
Massachusetts Laborers' Pension Fund (the "Fund"), One Gateway Center, Newton,
Massachusetts 02158, the beneficial owner of 4,200 shares of Common Stock,
intends to introduce the following resolution at the Meeting:

BE IT RESOLVED: that the stockholders of First Chicago Corp. ("Company"),
assembled in annual meeting in person and by proxy, hereby request the
Board of Directors to take the steps necessary to provide for cumulative
voting in the election, of directors, which means each stockholder shall be
entitled to as many votes as shall equal the number of shares he or she
owns multiplied by the number of directors to be elected, and he or she may
cast all of such votes for a single candidate, or any two or more of them
as he or she may see fit.

The Fund has submitted the following statement in support of the resolution:

Cumulative voting is one of the few ways stockholders can attempt to
elect members who they believe represent their views.

It is vitally needed at First Chicago Corp., where the current board has
sat passively by, collecting its annual retainer of $30,000 and accruing a
lifetime pension at that amount, while the Company has underperformed the
market and its industry group for many of the previous years.

Cumulative voting maximizes a stockholder's voting power by allowing him
or her to concentrate their votes for a single nominee or combination of
nominees.

For example, First Chicago Corp. has 17 directors. Without cumulative
voting, the owners of 10 percent of the Company's stock do not have a
realistic chance of electing a director. They would only be able to cast
their 10 percent for each nominee. However, with cumulative voting, those
same owners would be able to actually elect a nominee by lumping all of
their votes for that nominee.

Even if dissident stockholders do not have enough votes to elect
nominees, cumulative voting ensures that management and the board will
consider views.

Please mark your ballot in support of this proposal.

---------------

THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE STOCKHOLDER PROPOSAL.

The Board of Directors believes that each director should be chosen for his
or her willingness and ability to serve all stockholders, and not a relatively
small stockholder faction or group with special interests possibly

27
<PAGE>

adverse to the best interests of the Corporation and its stockholders as a
whole. The Board is concerned that adoption of cumulative voting could foster
discord and partisanship among the directors at a time when great changes in
the banking industry demand a cohesive group of directors who are able to work
effectively together.

Proposals to adopt cumulative voting have been submitted to the Corporation's
stockholders several times in the past and have been overwhelmingly rejected by
the stockholders each time. The Board of Directors again recommends a vote
AGAINST this stockholder proposal.

STOCKHOLDER PROPOSAL 2

The Corporation has been advised that the Metropolitan District Council of
Philadelphia & Vicinity Pension Trust (the "Trust"), Carpenter's Building, 1803
Spring Garden Street, Philadelphia, Pennsylvania 19130-3916, the beneficial
owner of 5,300 shares of Common Stock, intends to introduce the following
resolution at the Meeting:

BE IT RESOLVED: That the shareholders of First Chicago Corp. ("Company")
hereby request that the Company's Board of Directors take the necessary
steps to amend the Company's by-laws to require that all members of the
"Organization, Compensation and Nominating Committee" be independent
directors. For these purposes, the definition of independent director shall
mean a director who:

. has not been employed by the Company or an affiliate in an executive
capacity within the last five years;

. was not, and is not a member of a corporation or firm that is one of
the Company's paid advisers or consultants;

. is not employed by a significant customer, supplier or provider of
professional services;

. has no personal services contract with the Company;

. is not employed by a foundation or university that receives
significant grants or endowments from the Company;

. is not a relative of the management of the Company;

. is not a director of a company on which First Chicago Corp.'s Chairman
or Chief Executive Officer is also a paid board member.

The Trust has submitted the following statement in support of the resolution:

We believe that the judgement of our Company's Board of Directors has a
profound impact on First Chicago's ability to enhance shareholder value
over the long-term. The above definition of "independent director" is
designed to prevent potential conflicts of interest that may adversely
affect the judgement of corporate directors.

We believe at least four of the six directors serving on our board of
directors' "Organization, Compensation and Nominating Committee" have
business transactions with First Chicago that are significant enough to
create potential conflicts of interest that cause them to fail the test of
director independence. Those relationships are as follows:

<TABLE>
<CAPTION>
RELATIONSHIP WITH FIRST
DIRECTOR AFFILIATED COMPANY CHICAGO
-------- ------------------ -----------------------
<S> <C> <C>
O'Connor Commonwealth Edison Customer
Jacobs Northwestern Univ. Supplier/Grant Recipient
Ryan Aon Corp. Customer/Professional Svcs.
Crown American Envelope Supplier
Tishman Speyer Customer
</TABLE>

The other committee members, Messrs. Pearlman and Reichert, had unspecified
transactions with the Company, according to the March 4, 1994 management
proxy.

As shareholders, we find it very disturbing that potential conflicts of
interests exist with the individuals responsible for executive compensation
and director selection decisions. We believe executive compensation

28
<PAGE>

and director nominee selection policies have a measurable impact on
shareholder value and therefore must be made by directors who meet the
strictest definitions of independence.

The Company currently has an ample number of "independent directors" who
could staff the Organization, Compensation and Nominating Committee without
creating a potential conflict of interest. There are currently six
directors who apparently meet our definition of independent: Richard M.
Morrow, John H. Bryan, Roger W. Stone, Earl L. Neal, Adele Simmons and
Donald V. Fites. We believe it would be very easy for our Company's board
to shift committee assignments so that the critical decisions of the
Organization, Compensation and Nominating Committee are made exclusively by
directors who are clearly independent and lack any potential conflicts of
interest.

---------------

THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE STOCKHOLDER PROPOSAL.

The Corporation has traditionally sought out prominent and successful
business, academic and community leaders to serve on its Board of Directors.
Because the Corporation is a major provider of banking and financial services,
these individuals, and the corporations and institutions they represent, are
likely to have business relationships with the Corporation. Under this
proposal, virtually every current director would be disqualified from being a
member of the Organization, Compensation and Nominating Committee (the
"Committee") because of a business relationship.

The proponent's concern about potential conflicts of interest already is more
than adequately addressed by various statutes and regulations to which the
Corporation and its directors are subject, none of which is as restrictive as
this proposal. Federal banking law requires banking transactions between the
Corporation, including its subsidiaries, and the Corporation's directors or
their affiliates to be conducted at arm's length on nonpreferential terms. In
addition, securities and tax laws cause the Corporation to appoint
disinterested directors to serve on the Committee; these laws do not prohibit
ordinary and proper business transactions with directors. Furthermore, each
director has a legal duty to act in the Corporation's best interest and not in
his or her own self-interest.

The stockholder proposal is both unworkable and unwarranted. The Corporation
conducts, and will continue to conduct, all transactions involving Board
members in strict compliance with all applicable laws and regulations. The
Committee performs, and will continue to perform, its duties in a manner beyond
reproach.

For these reasons, the Board of Directors recommends a vote AGAINST the
stockholder proposal.

SUBMISSION OF STOCKHOLDER PROPOSALS

Any proposal that a holder of Common Stock intends to present at next year's
Annual Meeting of Stockholders must be received by the Corporation, at the
address appearing on the first page of this proxy statement, no later than
November 18, 1995, in order to be included in the proxy statement and form of
proxy relating to that meeting.

OTHER MATTERS

As of the date of this proxy statement, the Board of Directors of the
Corporation does not know of any matters to be presented at the Annual Meeting
other than those specifically set forth in the Notice of Annual Meeting of
Stockholders. If other proper matters, however, should come before the Annual
Meeting or any adjournment thereof, the persons named in the enclosed proxy
intend to vote the shares represented by them in accordance with their best
judgment in respect to any such matters.

MISCELLANEOUS

The cost of soliciting proxies will be borne by the Corporation. The
solicitation will be primarily by mail. In addition to the use of the mail,
some of the officers, directors and regular employees of the Corporation and
its subsidiaries may solicit proxies by telephone, telegram or personal
interview without additional remuneration

29
<PAGE>

therefor. The Corporation intends to reimburse banks, brokerage houses and
other institutions, custodians, nominees and fiduciaries for reasonable
expenses in forwarding proxy material to their principals.

Stockholders are urged to sign and date the enclosed proxy and return it as
promptly as possible in the envelope enclosed for that purpose. Properly
executed proxies will be voted in accordance with stockholders' directions. If
no directions are given, proxies will be voted for the election of directors
and, with respect to each other matter scheduled for consideration at the
Annual Meeting, in accordance with the recommendations of the Board of
Directors as set forth in this proxy statement. The proxy does not affect the
right to vote in person at the Annual Meeting and may be revoked by written
notice given to the Secretary of the Corporation at any time before it is voted
or by the proper execution and timely submission of a later-dated proxy.
By order of the Board of
Directors,
March 17, 1995 Sherman I. Goldberg
Secretary

30
<PAGE>

APPENDIX A

FIRST CHICAGO CORPORATION
SENIOR MANAGEMENT ANNUAL INCENTIVE PLAN

1. PURPOSE

The First Chicago Corporation Senior Management Annual Incentive Plan is
designed to (i) assist First Chicago Corporation in attracting, retaining and
motivating senior management employees, (ii) associate Participants' interests
with those of the Corporation's stockholders and (iii) qualify compensation
paid to Participants who are "covered employees" as "other performance-based
compensation" within the meaning of Section 162(m) of the Code or a successor
provision.

2. DEFINITIONS

Terms not otherwise defined herein shall have the following meanings:

2.1 "Board" means the Board of Directors of First Chicago Corporation.

2.2 "Change of Control" means a change of control as defined in the First
Chicago Corporation Stock Incentive Plan or any successor thereto.

2.3 "Code" means the Internal Revenue Code of 1986, as amended.

2.4 "Committee" means the committee appointed by the Board to establish and
administer the Plan as provided herein. Unless otherwise determined by the
Board, the Organization, Compensation and Nominating Committee of the Board
shall be the Committee.

2.5 "Corporation" means First Chicago Corporation and its successors and
assigns and any corporation which shall acquire substantially all of its
assets. In addition, Corporation shall include any corporation or other entity,
whether domestic or foreign, in which the Corporation has or obtains, directly
or indirectly, a proprietary interest of more than 50% by reason of stock
ownership or otherwise.

2.6 "Incentive Payment" means a payment under this Plan made to a
Participant, subject to Sections 4.1 through 4.5 hereof. The Incentive Payment
for any Incentive Period for each Participant who is a "covered employee" under
Section 162(m) of the Code and/or a member of the Senior Management Committee
(as designated by the Chief Executive Officer of First Chicago Corporation)
shall in no event exceed 200% of the greater of (a) such Participant's base
salary rate as of the first day of the applicable Incentive Period or (b) such
Participant's base salary rate as set by the Board or Committee prior to or at
the time the Committee establishes the Performance Goals for the Incentive
Period pursuant to Section 4.1(a) or such later date as may be permitted under
Code Section 162(m), in Treasury Regulations or Internal Revenue Service
announcements, notwithstanding that payment of such base salary rate will not
commence until a later date.

2.7 "Incentive Period" means the calendar year, except to the extent the
Committee determines otherwise.

2.8 "Participant" means an employee of the Corporation who is a member of
senior management and is designated by the Committee as eligible to receive an
Incentive Payment under the Plan for an Incentive Period.

2.9 "Performance Goals" means (a) earnings per share, (b) return on average
equity, (c) return on average assets, or (d) any other objective performance
goals as may be established by the Committee for an Incentive Period.
Performance Goals may be absolute in their terms or measured against or in
relationship to other companies comparably, similarly or otherwise situated and
may be

A-1
<PAGE>

based on or adjusted for any other objective goals, events, or occurrences
established by the Committee for an Incentive Period, including earnings,
earnings growth, revenues, expenses, stock price, market share, charge-offs,
loan loss reserves, reductions in non-performing assets, return on assets,
return on equity or return on investment, regulatory compliance, satisfactory
internal or external audits, improvement of financial ratings, achievement of
balance sheet or income statement objectives, extraordinary charges, losses
from discontinued operations, restatements and accounting changes and other
unplanned special charges such as restructuring expenses, acquisition expenses
including goodwill, unplanned stock offerings and strategic loan loss
provisions. Such Performance Goals may be particular to a line of business,
subsidiary or other unit or may be based on the performance of the Corporation
generally. Such Performance Goals may cover such period as may be specified by
the Committee.

2.10 "Plan" means the First Chicago Corporation Senior Management Annual
Incentive Plan.

3. ADMINISTRATION

3.1 The Plan shall be administered by the Committee. The Committee shall have
authority to determine the terms of all Incentive Payments hereunder,
including, without limitation, the Participants to whom, and the time or times
at which, payments are made, the amount of a Participant's Incentive Payments,
the Incentive Period to which each Incentive Payment shall relate, the actual
dollar amount to be paid, and when the Incentive Payments shall be made (which
payments may, without limitation, be made during or after an Incentive Period,
on a deferred basis or installments).

3.2 Subject to the express provisions of the Plan, the Committee shall have
authority to interpret the Plan, to prescribe, amend and rescind rules and
regulations relating to it and to make all other determinations deemed
necessary or advisable for the administration of the Plan. The determinations
of the Committee pursuant to its authority under the Plan shall be conclusive
and binding.

3.3 The Committee may, in its discretion, authorize the Chief Executive
Officer of First Chicago Corporation to act on its behalf, except with respect
to matters relating to such Chief Executive Officer or any executive vice
president or above of First Chicago Corporation.

4. DETERMINATION OF PARTICIPANTS, PERFORMANCE GOALS, PERFORMANCE/PAYOUT
SCHEDULE, INCENTIVE PAYMENTS

4.1 Prior to the completion of 25% of the Incentive Period or such earlier
date as required under Section 162(m) of the Code, the Committee shall, in its
sole discretion, for each such Incentive Period determine and establish in
writing the following:

(a) The Performance Goals applicable to the Incentive Period; and

(b) The performance/payout schedule detailing the total dollar amount
which may be available for payout to all Participants as Incentive Payments
based upon the relative level of attainment of the Performance Goals.

4.2 After the end of each Incentive Period, the Committee shall:

(a) Certify in writing, prior to the unconditional payment of any
Incentive Payment, that the Performance Goals for the Incentive Period were
satisfied and to what extent they were satisfied;

(b) Determine the total dollar amount available for Incentive Payments
pursuant to the performance/payout schedule established in Section 4.1(b)
above which amount shall be based upon the extent to which the Performance
Goals established by the Committee for the Incentive Period have been
achieved;

(c) In its sole discretion, reduce the size of or eliminate the total
dollars available for payment for an Incentive Period; and

A-2
<PAGE>

(d) In its sole discretion, determine the share, if any, of available
dollars to be paid to each Participant as that Participant's Incentive
Payment and authorize payment of such amount; except, however, in the case
of a Participant who is at or above the level of executive vice president
of First Chicago Corporation, the Board shall approve (but only to the
extent permitted under Section 162(m) of the Code and underlying
regulations) the Committee's determination of such Participant's share
before the Committee may authorize payment.

4.3 The Committee may authorize a conditional payment of a Participant's
Incentive Payment prior to the end of an Incentive Period based upon the
Committee's good faith determination of the projected size of (i) the total
dollar amount which will become available for payout as Incentive Payments for
the Incentive Period pursuant to Section 4.2 above, (ii) and such Participant's
share of such total dollar amount.

4.4 Unless otherwise determined by the Committee or required by applicable
law, no payment pursuant to this Plan shall be made to a Participant unless the
Participant is employed by the Corporation as of the date of payment.

4.5 Incentive Payments shall be subject to applicable federal, state and
local withholding taxes and other applicable withholding in accordance with the
Corporation's payroll practices as from time-to-time in effect.

5. TRANSFERABILITY

Incentive Payments shall not be subject to the claims of creditors and may
not be assigned, alienated, transferred or encumbered in any way by a
Participant other than by will or pursuant to the laws of descent and
distribution.

6. TERMINATION OR AMENDMENT

The Board may amend, modify or terminate the Plan in any respect at any time
without the consent of Participants. Any such action of the Board may be taken
without the approval of the Corporation's stockholders, but only to the extent
that such stockholder approval is not required by applicable law or regulation,
including specifically Section 162(m) of the Code.

7. CHANGE OF CONTROL

Notwithstanding anything contained in this Plan, in the event of a Change of
Control, the following provisions shall be applicable:

(a) The Incentive Period will be deemed to have concluded on the date of
the Change of Control and the dollar amount available pursuant to Section
4.2 will fund on a pro-rata basis (based upon the number of days in such
Incentive Period elapsed through the date of Change of Control) assuming
the Corporation had attained Performance Goals at a level generating
funding at 200% of target funding; and

(b) The Committee in its sole discretion will determine the share of
available dollars payable to each Participant as that Participant's
Incentive Payment (provided that in all events the entire amount of dollars
available as calculated pursuant to Section 7(a) shall be paid to
Participants as Incentive Payments) and payments shall be made to each
Participant as soon thereafter as is practicable.

8. SAVINGS CLAUSE

This Plan is intended to comply in all aspects with applicable law and
regulations, including, with respect to those Participants who are "covered
employees," Section 162(m) of the Code. In case any one or more of the
provisions of this Plan shall be held invalid, illegal or unenforceable in any
respect under applicable law and regulations, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby and the invalid, illegal or

A-3
<PAGE>

unenforceable provision shall be deemed null and void; however, to the extent
permissible by law, any provision which could be deemed null and void shall
first be construed, interpreted or revised retroactively to permit this Plan to
be construed in compliance with all applicable laws (including Code Section
162(m)), so as to foster the intent of this Plan.

9. CONFER NO OTHER RIGHTS

The establishment of the Plan shall not confer upon any Participant any legal
or equitable right against the Corporation, except as expressly provided in the
Plan.

10. NO RIGHT TO EMPLOYMENT

The Plan, an Incentive Payment, or the designation of an employee as a
Participant for an Incentive Period do not constitute an inducement or
consideration for the employment of any Participant, nor is the Plan or any
Incentive Payment a contract between the Corporation and any Participant.
Participation in the Plan shall not give a Participant any right to be retained
in the employ of the Corporation.

11. OTHER PLANS

Nothing contained in this Plan shall prevent the Board or Committee from
adopting other or additional compensation arrangements, subject to stockholder
approval if such approval is required, and such arrangements may benefit
Participants and may be either generally applicable or applicable only in
specific cases.

12. GOVERNING LAW

To the extent that federal laws do not control, the Plan shall be governed,
construed and administered in accordance with and governed by the internal laws
of the State of Illinois.

13. EFFECTIVE DATE; TERM OF THE PLAN

The Plan shall be effective as of January 1, 1995 subject to its approval by
the stockholders of the Corporation at the annual meeting to be held April 21,
1995, or any adjournment thereof. Unless sooner terminated by the Board
pursuant to Section 6, to the extent necessary to ensure that Incentive
Payments made to "covered employees" as defined under Section 162(m) of the
Code may be deductible for federal income tax purposes, the Plan shall
terminate as of the date of the first meeting of the Corporation's stockholders
occurring during the year 2000, unless the term of the Plan is extended and
reapproved at such stockholders' meeting. No additional Incentive Payments may
be paid after termination of the Plan. Termination of the Plan shall not affect
any Incentive Payments due and outstanding on the date of termination and such
Incentive Payments shall continue to be subject to the terms of the Plan
notwithstanding its termination.

A-4
<PAGE>

________________________________________________________________________________

FIRST CHICAGO CORPORATION

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
P FOR THE ANNUAL MEETING OF STOCKHOLDERS, APRIL 21, 1995

R The undersigned hereby appoints M. James Alef, Jr. and John W.
Ballantine, and each of them, as proxies, with full power of
O substitution, to represent the undersigned and to vote all shares of
stock of First Chicago Corporation that the undersigned is entitled to
X vote at the Annual Meeting of Stockholders of the Corporation to be
held on April 21, 1995, and any adjournments thereof, upon all matters
Y that may properly come before the Meeting. THIS PROXY WHEN PROPERLY
EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE
ELECTION OF DIRECTORS, FOR APPROVAL OF THE SENIOR MANAGEMENT ANNUAL
INCENTIVE PLAN, FOR THE APPROVAL OF AUDITORS AND AGAINST THE TWO
STOCKHOLDER PROPOSALS.

This card also provides voting instructions for any shares held in
the Corporation's dividend reinvestment and stock purchase plan.

Your vote for the election of the Directors may be indicated on the
other side. The nominees are -- Thomas, Morrow, Jacobs, Bryan, Ryan,
Stone, Pearlman, O'Connor, Neal, Reichert, Simmons, Buntrock, Crown,
Mullin, Vitale, Fites and McKenna.

PLEASE DATE AND SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY IN THE
ENCLOSED BUSINESS REPLY ENVELOPE.

IF YOU DO NOT SIGN AND RETURN A PROXY, OR ATTEND THE MEETING AND
VOTE BY BALLOT, YOUR SHARES CANNOT BE VOTED.
---------------
SEE REVERSE
SIDE
---------------
- --------------------------------------------------------------------------------
. FOLD AND DETACH HERE .

________________________________________________________________________________

[X] PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE. 3204

THIS PROXY WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF
DIRECTORS, FOR PROPOSALS 2 AND 3 AND AGAINST PROPOSALS 4 AND 5.
________________________________________________________________________________
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 2 AND 3.
________________________________________________________________________________

1. Election of Directors. (see reverse)
FOR WITHHELD
[_] [_]

Except vote withheld from the following nominee(s):

________________________________________________________

2. Approval of the Senior Management Annual Incentive Plan.
FOR AGAINST ABSTAIN
[_] [_] [_]

3. Approval of Auditors.
FOR AGAINST ABSTAIN
[_] [_] [_]
________________________________________________________________________________
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST PROPOSALS 4 AND 5.
________________________________________________________________________________

4. Stockholder Proposal 1 relating to cumulative voting.
FOR AGAINST ABSTAIN
[_] [_] [_]

5. Stockholder Proposal 2 relating to the composition of the Organization,
Compensation and Nominating Committee.
FOR AGAINST ABSTAIN
[_] [_] [_]
________________________________________________________________________________

The signer hereby revokes all proxies heretofore given by the signer to vote at
said meeting or any adjournments thereof.

Please sign exactly as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such.

_______________________________________________________________________________

_______________________________________________________________________________
SIGNATURE(S) DATE

- -------------------------------------------------------------------------------
. FOLD AND DETACH HERE .

DIVIDEND DIRECT DEPOSIT

First Chicago offers common stockholders the convenience of having dividends
electronically deposited without charge into their checking, savings or money
market account at most U.S. financial institutions. To obtain an enrollment
card, contact First Chicago Trust Company of New York at (800) 446-2617.

DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN

Stockholders can increase their ownership in the Corporation without
brokerage commissions or service fees through the Dividend Reinvestment and
Stock Purchase Plan. For a prospectus and an enrollment card, contact First
Chicago Trust Company of New York at (800) 446-2617.
<PAGE>

________________________________________________________________________________

FIRST CHICAGO CORPORATION

INSTRUCTIONS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS, APRIL 21, 1995

To: The First National Bank of Chicago, Trustee for the Savings
Incentive Plan.

The undersigned hereby instructs the Trustee to vote, in person or
by proxy, the shares of Common Stock held by it and credited to my
account in the Plan at the Annual Meeting of Stockholders of the
Corporation to be held on April 21, 1995, and any adjournment thereof,
upon all matters that may properly come before the Meeting. THESE
INSTRUCTIONS WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED PLAN PARTICIPANT. IF NO DIRECTION IS
MADE, THESE INSTRUCTIONS WILL BE VOTED FOR THE ELECTION OF DIRECTORS,
FOR APPROVAL OF THE SENIOR MANAGEMENT ANNUAL INCENTIVE PLAN, FOR THE
APPROVAL OF AUDITORS AND AGAINST THE TWO STOCKHOLDER PROPOSALS.

Your instructions for the election of the Directors may be
indicated on the other side. The nominees are -- Thomas, Morrow,
Jacobs, Bryan, Ryan, Stone, Pearlman, O'Connor, Neal, Reichert,
Simmons, Buntrock, Crown, Mullin, Vitale, Fites and McKenna.

PLEASE DATE AND SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY IN THE
ENCLOSED BUSINESS REPLY ENVELOPE BY APRIL 17, 1995. THE TRUSTEE WILL
VOTE STOCK FOR WHICH IT HAS NOT RECEIVED TIMELY VOTING INSTRUCTIONS
PROPORTIONATELY IN THE SAME MANNER AS THE TRUSTEE VOTES THE STOCK FOR
WHICH IT HAS RECEIVED SUCH INSTRUCTIONS.
---------------
SEE REVERSE
SIDE
---------------
- --------------------------------------------------------------------------------

________________________________________________________________________________

[X] PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE. 8867

THESE INSTRUCTIONS, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN. IF NO DIRECTION IS MADE, THESE INSTRUCTIONS WILL BE VOTED FOR
THE ELECTION OF DIRECTORS, FOR PROPOSALS 2 AND 3 AND AGAINST PROPOSALS 4 AND 5.
________________________________________________________________________________
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 2 AND 3.
________________________________________________________________________________

1. Election of Directors. (see reverse)
FOR WITHHELD
[_] [_]

Except vote withheld from the following nominee(s):

________________________________________________________

2. Approval of the Senior Management Annual Incentive Plan.
FOR AGAINST ABSTAIN
[_] [_] [_]

4. Stockholder Proposal 1 relating to cumulative voting.
FOR AGAINST ABSTAIN
[_] [_] [_]

The signer hereby revokes all instructions heretofore given by the signer to
vote at said meeting or any adjournments thereof.

Please sign exactly as name appears hereon.

_______________________________________________________________________________

_______________________________________________________________________________
SIGNATURE(S) DATE

- -------------------------------------------------------------------------------