EXHIBIT 4.33

                             AMENDED AND RESTATED
                             CERTIFICATE OF TRUST
                                      OF
                             BANK ONE CAPITAL III

          This Amended and Restated Certificate of Trust of BANK ONE Capital III
(the "Trust"), dated as of August 1, 2000, is being duly executed and filed by
the undersigned, as trustees of the Trust, to amend and restate the Certificate
of Trust of the Trust, which was filed with the Secretary of State of the State
of Delaware on June 16, 1999, under the Delaware Business Trust Act (12 Del. C.
(S) 3801, et seq.) (the "Act").

          The original Certificate of Trust is hereby amended and restated in
its entirety, pursuant to Section 3810(c)(1) of the Act, to read as follows:

          1.   Name.  The name of the business trust formed hereby is BANK ONE
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Capital III.

          2.   Delaware Trustee.  The name and business address of the trustee
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of the Trust with its principal place of business in the State of Delaware are
Chase Manhattan Bank USA, National Association, 1201 Market Street, Wilmington,
Delaware, 19801, Attention: Corporate Trust Administration.

          3.   Effective Date.  This Certificate of Trust shall be effective
               --------------
upon the date and time of filing.

          4.   Counterparts.  This Certificate of Trust may be executed in one
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or more counterparts.

                           [SIGNATURE PAGE FOLLOWS]


          IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Trust in accordance with Section 3811(a)(2) of the Act.


                              CHASE MANHATTAN BANK USA, NATIONAL
                              ASSOCIATION, not in its individual capacity, but
                              solely as trustee



                              By:  ___________________________
                                   Name:
                                   Title



                              M. EILEEN KENNEDY, not in her individual
                              capacity, but solely as trustee



                              __________________________________________________


                              CHARLES W. SCHARF, not in his individual
                              capacity, but solely as trustee



                              __________________________________________________

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