<DOCUMENT>
<TYPE>S-3/A
<SEQUENCE>1
<FILENAME>file001.txt
<DESCRIPTION>REGISTRATION STATEMENT
<TEXT>

<PAGE>


   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 5, 2001

                                 Registration Statement Nos. 333-68500,
                                                             333-68500-01,
                                                             333-68500-02,
                                                             333-68500-03 and
                                                             333-68500-04


       Amendment No. 1 to Post-Effective Amendment No. 1 to Registration
                             Statement No. 333-56587

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               -----------------
                               AMENDMENT NO. 1 TO

                                    FORM S-3
                               -----------------
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933


<TABLE>
<S>                                                                <C>
                         J.P. MORGAN CHASE & CO.                                     J.P. MORGAN CHASE CAPITAL X
    (Exact name of each registrant as specified in its charter)                      J.P. MORGAN CHASE CAPITAL XI
                                                                                     J.P. MORGAN CHASE CAPITAL XII
                                                                                     J.P. MORGAN CHASE CAPITAL XIII
                                                                   (Exact name of registrant as specified in its Trust Agreement)

                              DELAWARE                                                        DELAWARE
  (State or other jurisdiction of incorporation or organization)   (State or other jurisdiction of incorporation or organization)

                             13-2624428                                                      APPLIED FOR
                (I.R.S. Employer Identification No.)                            (I.R.S. Employer Identification No.)
             270 PARK AVENUE, NEW YORK, NEW YORK 10017                               C/O J.P. MORGAN CHASE & CO.
                               (212) 270-6000                                 270 PARK AVENUE, NEW YORK, NEW YORK 10017
   (Address, including zip code, and telephone number, including                           (212) 270-6000
       area code, of registrant's principal executive offices)      (Address, including zip code, and telephone number, including
                                                                       area code, of registrant's principal executive offices)
</TABLE>

                               -----------------
                                ANTHONY J. HORAN
                              CORPORATE SECRETARY
                            J.P. MORGAN CHASE & CO.
                   270 PARK AVENUE, NEW YORK, NEW YORK 10017
                                 (212) 270-6000
(Name, address, including zip code, and telephone number, including area code,
                   of agent for service of each registrant)



<TABLE>
<S>                           <C>                          <C>
                                    WITH COPIES TO:

      NEILA B. RADIN, ESQ.        JEREMIAH L. THOMAS           JOHN WHITE, ESQ.
    J.P. MORGAN CHASE & CO.   SIMPSON THACHER & BARTLETT    CRAVATH, SWAINE & MOORE
         270 PARK AVENUE         425 LEXINGTON AVENUE          825 EIGHTH AVENUE
   NEW YORK, NEW YORK 10017    NEW YORK, NEW YORK 10017    NEW YORK, NEW YORK 10019
        (212) 270-6000              (212) 455-2000              (212) 474-1000
                                  -----------------

</TABLE>


Approximate date of commencement of proposed sale to the public: From time to
time after the registration statement becomes effective as determined by market
conditions and other factors.

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


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

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

<PAGE>

(Continued from previous page)


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


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

                        CALCULATION OF REGISTRATION FEE




<TABLE>
<CAPTION>
                                                                 PROPOSED MAXIMUM     PROPOSED MAXIMUM
        TITLE OF EACH CLASS OF               AMOUNT TO BE       OFFERING PRICE PER   AGGREGATE OFFERING         AMOUNT OF
      SECURITIES TO BE REGISTERED           REGISTERED(1)           UNIT(1)(2)          PRICE (1) (2)        REGISTRATION FEE
-------------------------------------- ----------------------- -------------------- -------------------- -----------------------
<S>                                    <C>                     <C>                  <C>                  <C>
 Preferred Securities of J.P. Morgan
  Chase Capital X, J.P. Morgan
  Chase Capital XI, J.P. Morgan
  Chase Capital XII and
  J.P. Morgan Chase Capital XIII .....
---------------------------------------
 J.P. Morgan Chase & Co.
  Guarantees with respect to the
  Preferred Securities(3) (4) ........
---------------------------------------
 Junior Subordinated Debentures of
  J.P. Morgan Chase & Co.(5) .........
---------------------------------------
 Total ...............................    $  2,500,000,000(6)                       2,500,000,000             $   625,000(7)(8)
</TABLE>


(1)   Not specified as to class of securities to be registered pursuant to
      General Instruction II.D of Form S-3 under the Securities Act.

(2)   The proposed maximum offering price per unit will be determined from time
      to time by the registrants in connection with, and at the time of,
      issuance by the registrants of the securities registered hereunder. The
      proposed maximum aggregate offering price reflected in the table has been
      estimated solely for purposes of calculating the registration fee
      pursuant to Rule 457(o) under the Securities Act.

(3)   No separate consideration will be received for the J.P. Morgan Chase &
      Co. guarantees.


(4)   This amendment is deemed to cover the rights of holders of junior
      subordinated debentures of J.P. Morgan Chase & Co. under the indenture,
      the rights of holders of preferred securities of J.P. Morgan Chase
      Capital X, J.P. Morgan Chase Capital XI, J.P. Morgan Chase Capital XII
      and J.P. Morgan Chase Capital XIII (the "issuers") under each trust
      agreement, and the rights of holders of the preferred securities under
      the guarantees, which, taken together, fully, irrevocably and
      unconditionally guarantee all of the respective obligations of the
      issuers under the preferred securities.

(5)   The junior subordinated debentures to be issued by J.P. Morgan Chase &
      Co. that are covered by this amendment will be purchased by the
      applicable issuer with the proceeds of the sale of the corresponding
      series of preferred securities. The junior subordinated debentures may be
      distributed later, without additional consideration, to the holders of
      each applicable series of preferred securities of each applicable issuer
      if that issuer is dissolved and its assets are distributed to the
      respective holders of those preferred securities in exchange for the
      preferred securities.

(6)   This amendment also covers an indeterminate amount of preferred
      securities of the issuers and related junior subordinated debentures and
      guarantees of J.P. Morgan Chase & Co. that may be offered by affiliates
      of the registrants in connection with offers and sales related to
      secondary market transactions in the securities registered hereby.

(7)   Pursuant to Rule 429 under the Securities Act, this amendment contains a
      prospectus that also relates to the $150,000,000 of preferred securities,
      guarantees and junior subordinated debentures registered on the
      Registration Statement on Form S-3 (No. 333-56587) relating to an
      aggregate of $550,000,000 of preferred securities, guarantees and junior
      subordinated debentures previously filed on June 11, 1998 and declared
      effective on July 17, 1998. This amendment constitutes Amendment No. 1 to
      Post-Effective Amendment No. 1 to that Registration Statement and that
      Post-Effective Amendment shall become effective concurrently with the
      effectiveness of this amendment and in accordance with Section 8(c) of
      the Securities Act.

(8)   Previously paid.


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


     The registrants hereby amend this registration statement on the date or
dates as may be necessary to delay its effective date until the registrants
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act or until this registration statement shall become effective
on the date that the Securities and Exchange Commission, acting pursuant to said
Section 8(a), may determine.


<PAGE>

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES, AND WE ARE NOT SOLICITING OFFERS TO BUY THESE
SECURITIES, IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.


                 SUBJECT TO COMPLETION, DATED SEPTEMBER 5, 2001



PROSPECTUS


                                 $2,650,000,000


                          J.P. MORGAN CHASE CAPITAL X
                          J.P. MORGAN CHASE CAPITAL XI
                         J.P. MORGAN CHASE CAPITAL XII
                         J.P. MORGAN CHASE CAPITAL XIII



                              Preferred Securities
                    fully and unconditionally guaranteed by


                            J.P. MORGAN CHASE & CO.
                                270 Park Avenue
                            New York, New York 10017
                                 (212) 270-6000



                                   ---------
These securities may be offered from time to time, in amounts, on terms and at
prices that will be determined at the time they are offered for sale. These
terms and prices will be described in more detail in one or more supplements to
this prospectus, which will be distributed at the time the securities are
offered.


YOU SHOULD READ THIS PROSPECTUS AND ANY SUPPLEMENT CAREFULLY BEFORE YOU INVEST.

                                   ---------
THIS PROSPECTUS MAY NOT BE USED TO SELL ANY OF THE SECURITIES UNLESS IT IS
ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.

                                   ---------
The securities may be sold to or through underwriters, through dealers or
agents, directly to purchasers or through a combination of these methods. If an
offering of securities involves any underwriters, dealers or agents, then the
applicable prospectus supplement will name the underwriters, dealers or agents
and will provide information regarding any fee, commission or discount
arrangements made with those underwriters, dealers or agents.

                                   ---------
These securities are not deposits or other obligations of a bank and are not
insured by the Federal Deposit Insurance Corporation or any other governmental
agency.

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


                     This prospectus is dated      , 2001
<PAGE>

                             ABOUT THIS PROSPECTUS

       This prospectus is part of a registration statement that J.P. Morgan
Chase & Co. (which may be referred to as "we" or "us") and J.P. Morgan Chase
Capital X, J.P. Morgan Chase Capital XI, J.P. Morgan Chase Capital XII and J.P.
Morgan Chase Capital XIII have filed with the SEC using a "shelf" registration
process. Under this shelf process, J.P. Morgan Chase Capital X, J.P. Morgan
Chase Capital XI, J.P. Morgan Chase Capital XII or J.P. Morgan Chase Capital
XIII, each of which we refer to as an "issuer", may sell a series of its
preferred securities, guaranteed by our related guarantees, in one or more
offerings up to a total dollar amount of $2,650,000,000. At the time of each
issuance of a series of preferred securities, the issuer will invest the
proceeds of the issuance and of our investment in the common securities of that
issuer in a series of our junior subordinated debentures. This prospectus
provides you with a general description of the preferred securities of the
issuers and of the related guarantees and junior subordinated debentures.

       Each time preferred securities of an issuer are sold, we will provide a
prospectus supplement that will contain specific information about the terms of
that offering. The prospectus supplement may also add, update or change
information contained in this prospectus. References to this prospectus or the
prospectus supplement also mean the information contained in other documents we
have filed with the SEC and have referred you to in this prospectus. If this
prospectus is inconsistent with the prospectus supplement, you should rely on
the prospectus supplement. You should read both this prospectus and any
prospectus supplement together with any additional information that we refer
you to as discussed under "Where You Can Find More Information".


                                       2
<PAGE>

                      WHERE YOU CAN FIND MORE INFORMATION

       We file annual, quarterly and current reports, proxy statements and
other information with the SEC. You may read and copy any document which we
file at the SEC's public reference room at 450 Fifth Street, N.W., Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on
the public reference room. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov.

       The SEC allows us to "incorporate by reference" in this prospectus the
information that we file with it, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be a part of this prospectus, and
information that we file later with the SEC will automatically update and
supersede this information. We incorporate by reference the documents listed
below, all reports that we file with the SEC after the date of the initial
filing of the registration statement of which this prospectus is a part, and
any future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d)
of the Securities Exchange Act of 1934 until all of the issuers sell all of the
preferred securities:

o   Annual Report on Form 10-K for the year ended December 31, 2000, as amended;

o   Quarterly Reports on Form 10-Q for the quarters ended March 31, 2001 and
    June 30, 2001; and

o   Current Reports on Form 8-K filed on January 4, 2001, January 24, 2001,
    January 31, 2001, April 5, 2001, April 27, 2001, June 6, 2001 and July 19,
    2001.

       You may request a copy of these filings at no cost by writing or
telephoning J.P. Morgan Chase & Co., 270 Park Avenue, New York, New York 10017,
attention: Office of the Secretary, telephone (212) 270-6000.

       This prospectus does not contain or incorporate by reference any
separate financial statements of the issuers. We do not believe that these
financial statements are required because:

o   all of the voting securities of the issuers will be owned, directly or
    indirectly, by us, a reporting company under the Securities Exchange Act of
    1934, as amended;

o   the issuers have no independent operations but exist for the sole purpose of
    issuing securities representing undivided beneficial ownership interests in
    their respective assets in exchange for junior subordinated debentures
    issued by us; and

o   the obligations of the issuers under the preferred securities are guaranteed
    by us to the extent described in this prospectus.

As such, the issuers are not, and will not become, subject to the informational
reporting requirements of the Securities Exchange Act of 1934.

       You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not
authorized anyone else to provide you with different information. We are not
making an offer of these securities in any state where the offer is not
permitted. You should not assume that the information in this prospectus or any
prospectus supplement is accurate as of any date other than the date on the
front of those documents.


                                       3
<PAGE>

                            J.P. MORGAN CHASE & CO.

       We are a financial holding company headquartered in New York, New York.
On December 31, 2000, J.P. Morgan & Co. Incorporated ("heritage J.P. Morgan")
merged with and into The Chase Manhattan Corporation ("Chase"). Upon completion
of the merger, Chase changed its name to "J.P. Morgan Chase & Co.".

       As of June 30, 2001, J.P. Morgan Chase had approximately $713 billion in
assets and approximately $42 billion in stockholders' equity.


       Our principal executive office is located at 270 Park Avenue, New York,
New York 10017 and our telephone number is (212) 270-6000.

                                  THE ISSUERS

PURPOSE AND OWNERSHIP OF THE ISSUERS

       Each of the issuers is a business trust recently organized under
Delaware law by us and the trustees of the issuers. The issuers are being
established solely for the following purposes:

o   to issue and sell the preferred securities, which represent undivided
    beneficial ownership interests in the assets of each issuer, and to use the
    proceeds from that sale and the sale of the common securities referred to
    below, which also represent undivided beneficial ownership interests in the
    assets of each issuer, to purchase the corresponding junior subordinated
    debentures;

o   to issue and sell the common securities to us in a total liquidation amount
    equal to not less than 3% of the total capital of each issuer; and

o   to engage in other activities that are directly related to the activities
    described above, such as registering the transfer of the preferred
    securities.

       Because each issuer is being established only for the purposes listed
above, the applicable series of junior subordinated debentures will be the sole
assets of the applicable issuer, and payments under the junior subordinated
debentures will be the sole source of income to that issuer.

       As issuer of the junior subordinated debentures, and as borrower, we
will pay:

o   all fees and expenses related to each issuer and the offering of each
    issuer's preferred securities; and

o   all ongoing costs, expenses and liabilities of the issuers.

       Each issuer will offer the preferred securities to you by use of this
prospectus and an applicable prospectus supplement and we will retain all of
the common securities. The common securities will rank equally with the
preferred securities, except that the common securities will be subordinated to
the preferred securities to the extent and under the circumstances described
below under "Description of the Preferred Securities--Subordination of Common
Securities."

       Each issuer will have a term of approximately 55 years but may dissolve
earlier as provided in the applicable trust agreement.

       For so long as the preferred securities remain outstanding, we will
promise to:

o   cause each issuer to remain a business trust and not to voluntarily
    dissolve, wind-up, liquidate or be terminated, except as permitted by the
    relevant trust agreement;

o   own directly or indirectly all of the common securities;

o   use our commercially reasonable efforts to ensure that each issuer will not
    be an "investment company" for purposes of the Investment Company Act of
    1940; and

o   take no action that would be reasonably likely to cause any issuer to be
    classified as other than a grantor trust for United States federal income
    tax purposes.


THE TRUSTEES

       Each issuer's business and affairs will be conducted by its four
trustees: the property trustee, the Delaware trustee and two administrative
trustees. We refer to these trustees collectively as the "issuer trustees." In
each case, the two administrative trustees of


                                       4
<PAGE>

each issuer will be individuals who are our employees. The property trustee of
each issuer will act as sole trustee under each trust agreement for purposes of
the Trust Indenture Act of 1939 and will act as trustee under the guarantees
and the indenture.

       We, as owner of the common securities of each issuer, have the sole
right to appoint, remove and replace any of the issuer trustees unless an event
of default occurs under the indenture. In that event, the holders of a majority
in liquidation amount of the applicable preferred securities will have the
right to remove and appoint the property trustee and the Delaware trustee.

       Each issuer is a legally separate entity and the assets of one are not
available to satisfy the obligations of any of the others or of any other
statutory business trust the common securities of which are owned by us.


OFFICES OF THE ISSUERS

       The principal executive office of each issuer is 270 Park Avenue, New
York, New York 10017 and its telephone number is (212) 270-6000.

                                USE OF PROCEEDS

       Except as otherwise may be described in a prospectus supplement
accompanying this prospectus, we expect to use the proceeds from the sale of
the junior subordinated debentures for general corporate purposes, including
investments in or loans to our subsidiaries, refinancing of debt, redemption or
repurchase of shares of our outstanding common and preferred stock or for the
satisfaction of other obligations.

     RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO COMBINED
            FIXED CHARGES AND PREFERRED STOCK DIVIDEND REQUIREMENTS


<TABLE>
<CAPTION>
                                             SIX MONTHS
                                               ENDED
                                              JUNE 30,                     YEAR ENDED DECEMBER 31,
                                            -----------   ---------------------------------------------------------
                                                2001         2000        1999        1998        1997        1996
<S>                                         <C>           <C>         <C>         <C>         <C>         <C>
Earnings to fixed charges:
 Excluding interest on deposits .........        1.31     1.52        1.93        1.46        1.53        1.50
 Including interest on deposits .........        1.19     1.31        1.54        1.29        1.33        1.29

Earnings to combined fixed charges and
 preferred stock dividend requirements
 Excluding interest on deposits .........        1.30     1.51        1.90        1.45        1.51        1.47
 Including interest on deposits .........        1.19     1.31        1.53        1.28        1.32        1.28

</TABLE>

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


                                       5
<PAGE>

                    DESCRIPTION OF THE PREFERRED SECURITIES

     The following description of the terms and provisions of the preferred
securities summarizes the general terms that will apply to each series of
preferred securities. This description is not complete, and we refer you to the
trust agreement for each issuer, a form of which we filed as an exhibit to the
registration statement of which this prospectus is a part.

FORMATION OF ISSUERS

       When an issuer issues a series of preferred securities, the trust
agreement relating to that issuer will contain, and the prospectus supplement
relating to that series will summarize, the terms and other provisions relating
to that series of preferred securities. Each issuer will issue only one series
of preferred securities.

       The trust agreement of each issuer will be qualified as an indenture
under the Trust Indenture Act of 1939. Unless the applicable prospectus
supplement states otherwise, The Bank of New York will act as property trustee
and Delaware trustee under each relevant trust agreement.

       Each series of preferred securities will represent undivided beneficial
ownership interests in the assets of the applicable issuer. The holders of the
preferred securities will be entitled to a preference over the corresponding
series of common securities in distributions from the applicable issuer and
amounts payable on redemption or liquidation of the issuer under the
circumstances described under "--Subordination of Common Securities", as well
as other benefits as described in the relevant trust agreement.

SPECIFIC TERMS OF EACH SERIES

       When an issuer issues a series of preferred securities, the prospectus
supplement relating to that new series will summarize the particular amount,
price and other terms and provisions of that series of preferred securities.
Those terms may include the following:

 o  the distinctive designation of the preferred securities;

 o  the number of preferred securities issued by the applicable issuer and the
    liquidation value of each preferred security;

 o  the annual distribution rate (or method of determining that rate) for
    preferred securities issued by the applicable issuer and the date or dates
    upon which those distributions will be payable;

 o  whether distributions on preferred securities issued by the applicable
    issuer may be deferred and, if so, the maximum number of distributions
    that may be deferred and the terms and conditions of those deferrals;

 o  whether distributions on preferred securities issued by the applicable
    issuer will be cumulative, and, in the case of preferred securities having
    such cumulative distribution rights, the date or dates or method of
    determining the date or dates from which distributions on preferred
    securities issued by that issuer will be cumulative;

 o  the amount or amounts which will be paid out of the assets of the
    applicable issuer to the holders of preferred securities of the issuer
    upon voluntary or involuntary dissolution, winding up or termination of
    the applicable issuer;

 o  the obligation, if any, of the applicable issuer to purchase or redeem
    preferred securities issued by the applicable issuer and the price or
    prices at which, the period or periods within which, and the terms and
    conditions upon which preferred securities issued by the applicable issuer
    will be purchased or redeemed, in whole or in part, in accordance with
    that obligation;

 o  the denominations in which any preferred securities of the series will be
    issuable, if other than denominations of $25 or any integral multiple of
    $25;

 o  the voting rights, if any, of preferred securities issued by the applicable
    issuer in addition to those required by law, including the number of votes
    per preferred security and any requirement for the approval by the holders
    of preferred securities as a condition to a specified action or amendment
    to the relevant trust agreement; and

 o  any other relevant rights, preferences, privileges, limitations or
    restrictions of preferred securities issued by the applicable issuer,
    consistent with the governing documents of the issuer and with applicable
    law.


                                       6
<PAGE>

       All preferred securities an issuer offers will be guaranteed by us to
the extent set forth below under the caption "Description of the Guarantees" in
this prospectus. The applicable prospectus supplement will also describe the
United States federal income tax considerations applicable to each offering of
preferred securities.


REDEMPTION OR EXCHANGE

       Upon the redemption or repayment of any corresponding series of junior
subordinated debentures owned by an issuer, the issuer will use the proceeds
from that redemption or repayment to redeem preferred securities and common
securities having an aggregate liquidation amount equal to the principal amount
of the junior subordinated debentures redeemed for a redemption price equal to
their liquidation amount plus accumulated and unpaid distribution payments on
the securities redeemed to the date of redemption. Except to the extent
described under "--Subordination of Common Securities" below, the preferred
securities and common securities will be redeemed in proportion to their
respective aggregate liquidation amounts outstanding.

       We have the right to dissolve an issuer at any time and, after
satisfaction of its liabilities to its creditors as provided under applicable
law, to cause the issuer to distribute the junior subordinated debentures owned
by it to the holders of that issuer's preferred and common securities in
exchange for those securities.


SUBORDINATION OF COMMON SECURITIES

       In connection with the issuance of preferred securities, each issuer
will also issue a new series of common securities to us. Except as described
below or in the applicable prospectus supplement, the common securities will be
entitled to receive distributions on the same dates and at the same rate and
otherwise have substantially identical terms as the preferred securities.

       If on any distribution date or redemption date for the preferred and
common securities, an event of default has occurred and is continuing under the
indenture for the corresponding junior subordinated debentures, the applicable
issuer may not make any distribution payment and may not make any other payment
for the redemption, liquidation or acquisition of the common securities unless
the applicable issuer has paid in full, or provided for full payment of:

 o  all accumulated and unpaid distributions on all of the issuer's preferred
    securities; and

 o  in the case of a redemption or liquidation, the full redemption price of
    all preferred securities called for redemption or the full liquidation
    price of all preferred securities.

       If an event of default under the trust agreement occurs as a result of
the occurrence of an event of default under the indenture, as holder of the
common securities, we will be deemed to have waived our right to take action
with respect to that event of default until all events of default with respect
to the preferred securities are cured, waived or otherwise eliminated. Until
that cure, waiver or elimination, the property trustee will act solely on
behalf of the holders of the preferred securities and not on our behalf, and
only the holders of the preferred securities will have the right to direct the
property trustee regarding remedies under the relevant trust agreement.


LIQUIDATION DISTRIBUTION UPON DISSOLUTION

       Each trust agreement will provide that the relevant issuer will dissolve
on the first to occur of the following events:

 o  specified events relating to our bankruptcy, dissolution or liquidation;

 o  our election to distribute junior subordinated debentures to the holders of
    the preferred securities and common securities as described above under
    "--Redemption or Exchange";

 o  the mandatory redemption of the issuer's preferred and common securities as
    described above under "--Redemption or Exchange"; and

 o  the entry of a court order for the dissolution of the issuer.

       Upon an early dissolution event described above, other than an early
dissolution resulting from a mandatory redemption of the issuer's preferred and
common securities, the issuer trustees will liquidate the issuer as soon as
possible by distributing the related junior subordinated debentures to the
holders of preferred securities and common securities. If


                                       7
<PAGE>

the property trustee determines that such a distribution is not practical,
after satisfaction of the issuer's liabilities to its creditors under
applicable law, the holders of the preferred securities and common securities
will be entitled to receive the liquidation amount of their securities, plus
accumulated and unpaid dividends to the date of payment. Except as described
under "--Subordination of Common Securities" above, that payment will be made
to the holders of the preferred securities and common securities in proportion
to their respective aggregate liquidation amounts outstanding.


EVENTS OF DEFAULT; NOTICE

       Any one of the following events constitutes an event of default under
the applicable trust agreement:

 o  the occurrence of an event of default under the indenture;

 o  a default by the issuer in the payment of any distribution on the preferred
    securities or common securities and continuance of that default for 30
    days;

 o  a default by the issuer in the payment of any redemption price of any
    preferred security or common security when it becomes due and payable;

 o  a default in the performance of any other agreement or warranty of the
    issuer trustees in the trust agreement and the continuance of that default
    for 90 days after notice to the defaulting issuer trustee or trustees by
    the holders of at least 25% in aggregate liquidation amount of the
    outstanding preferred securities; or

 o  the occurrence of events of bankruptcy or insolvency relating to the
    property trustee and our failure to appoint a successor property trustee
    within 90 days.

       Within 10 business days after the occurrence of an event of default
under the trust agreement actually known to the property trustee, the property
trustee will transmit notice of the event of default to the holders of the
preferred securities, the administrative trustees and us. The existence of an
event of default does not entitle the holders of preferred securities to
accelerate the maturity of those securities.

LIMITATION ON CONSOLIDATIONS, MERGERS AND SALE OF ASSETS

       Except as contemplated in "--Liquidation Distribution Upon Dissolution",
an issuer may not merge with or into, consolidate or amalgamate with, or sell
or lease substantially all of its properties and assets to any corporation or
other entity, unless:

 o  a majority of the administrative trustees consent to the proposed
    transaction;

 o  the successor assumes all of the obligations of the issuer regarding the
    preferred securities or substitutes other securities for the preferred
    securities with substantially the same terms;

 o  we appoint a trustee of the successor possessing the same powers and duties
    as the property trustee;

 o  if successor securities are issued, those securities are listed on the same
    national securities exchange or other organization on which the preferred
    securities were listed;

 o  the transaction does not cause the ratings, if any, on the preferred
    securities or the successor securities to be downgraded by a nationally
    recognized ratings organization;

 o  the transaction does not adversely affect the rights, preferences or
    privileges of the holders of the preferred securities in any material
    respect;

 o  the successor has a purpose substantially identical to that of the issuer;

 o  independent counsel to the issuer delivers an opinion that:

        o  the transaction does not adversely affect the rights, preferences or
           privileges of the holders of the preferred securities in any
           material respect; and

        o  following the transaction, neither the successor nor the issuer
           would have to register as an "investment company" under the
           Investment Company Act of 1940;

 o  we, or a successor which will own all of the common securities of the
    issuer or its successor, will guarantee the preferred securities, or the
    successor securities, to the same extent as the preferred securities are
    guaranteed by the guarantee; and


                                       8
<PAGE>

 o  the issuer and the successor would each continue to be classified as a
    grantor trust for United States federal income tax purposes, unless each
    holder of preferred securities consents to a change in that
    classification.


VOTING RIGHTS; AMENDMENT OF EACH TRUST
AGREEMENT

       Except as provided below and under "Description of the Guarantees--
Amendments", and "Description of the Junior Subordinated Debentures--
Modification of Indenture" as a holder of preferred securities you will not
have any voting rights.

       We, the property trustee and the administrative trustees may, without
the consent of the holders of the preferred securities, amend the applicable
trust agreement to cure any ambiguity or correct or supplement inconsistent
provisions or to modify the trust agreement to the extent necessary to ensure
that the issuer is classified as a grantor trust. However, we may not amend any
applicable trust agreement in any manner that would adversely affect in any
material respect the interests of the holders of the preferred securities.

       We and the issuer trustees may also amend an applicable trust agreement
with the consent of holders of a majority of the aggregate liquidation amount
of the preferred and common securities of the applicable issuer upon receipt of
an opinion of counsel that the amendment will not affect the issuer's status as
a grantor trust or its exemption under the Investment Company Act of 1940.
Without the consent of each holder affected by the amendment, no amendment
will:

 o  change the amount or timing of any distribution on the common securities or
    the preferred securities;

 o  otherwise adversely affect the amount of any required distribution; or

 o  restrict the right of a holder of preferred securities or common securities
    to institute suit to enforce payment.

       For so long as any junior subordinated debentures are held by the
property trustee, the issuer trustees will not take any of the following
actions without the consent of the holders of a majority of the aggregate
liquidation amount of the preferred securities:

 o  direct the time, method or place for conducting any proceeding for any
    remedy or executing any trust or power conferred on the property trustee;

 o  waive any past default that is waivable under the indenture;

 o  rescind or annul any declaration that the principal of the junior
    subordinated debentures is due; or

 o  consent to any modification or termination of the indenture or the junior
    subordinated debentures.

However, in the case of any action that would require the consent of each
affected holder of junior subordinated debentures under the indenture, the
property trustee will not give any such consent without the consent of each
holder of the corresponding preferred securities.

       Preferred securities owned by us, an issuer trustee or any of our or
their affiliates will not be treated as outstanding for purposes of the above
provisions.

       In addition to the required consents described above, the issuer
trustees must obtain an opinion of counsel experienced in the relevant matters
that the action would not cause the issuer to be classified as other than a
grantor trust for United States federal income tax purposes.

       The issuer trustees will not revoke any action approved by a vote of the
holders of the preferred securities except by subsequent vote of the holders of
the preferred securities.

       The property trustee must give notice to the holders of preferred
securities of any notice of default with respect to the corresponding junior
subordinated debentures.


PAYMENT AND PAYING AGENT

       The paying agent for the relevant issuer will make payments on
definitive, certificated preferred securities by check mailed to the address of
the holder entitled to that payment at the holder's address as it appears in
the preferred securities register. The paying agent will make payment on global
preferred securities as specified under "--Global Preferred Securities;
Book-Entry Issuance" below. Unless otherwise specified in the applicable
prospectus supplement, the property


                                       9
<PAGE>

trustee will act as paying agent for the preferred securities. In the event the
property trustee ceases to be the paying agent, the administrative trustees of
the issuer will appoint a successor bank or trust company acceptable to us to
act as paying agent.


REGISTRAR AND TRANSFER AGENT

       Unless otherwise specified in the applicable prospectus supplement, the
property trustee will act as registrar and transfer agent for the preferred
securities.

       The registrar will not impose any charge for registration of transfer
but will require the payment of any governmental or other charges that may be
imposed in connection with the transfer or exchange.

       An issuer is not required to register transfers of the preferred
securities after the preferred securities have been called for redemption.


INFORMATION CONCERNING THE PROPERTY TRUSTEE

       Other than the duty to act with the required standard of care during an
event of default under the trust agreement, the property trustee is required to
perform only those duties that are specifically set forth in the trust
agreement and is not required to exercise any of its powers at the request of
any holder of preferred securities unless it is offered reasonable indemnity
for the costs incurred by it.


MISCELLANEOUS

       The administrative trustees are authorized and directed to conduct the
affairs of each issuer in a way that:

 o  will not cause the issuer to be deemed an investment company required to
    register under the Investment Company Act of 1940;

 o  will not cause the issuer to be classified as other than a grantor trust
    for United States federal income tax purposes; and

 o  will cause the junior subordinated debentures to be treated as indebtedness
    for United States federal income tax purposes.

       No issuer may borrow money or issue debt or mortgage or pledge any of
its assets.

       Holders of the preferred securities do not have preemptive or similar
rights.


GOVERNING LAW

       Each trust agreement and the related preferred securities will be
governed by and construed in accordance with the laws of the State of Delaware.



                                       10
<PAGE>

               GLOBAL PREFERRED SECURITIES; BOOK-ENTRY ISSUANCE

GLOBAL PREFERRED SECURITIES

       Each issuer may issue its preferred securities in the form of one or
more global securities, which we will refer to as the "global preferred
securities," that will be deposited with or on behalf of a depositary. Unless
otherwise indicated in the applicable prospectus supplement, the depositary
with respect to the global preferred securities of the relevant issuer will be
The Depository Trust Company ("DTC"), and the following is a summary of the
depositary arrangements applicable to those global preferred securities.

       Each global preferred security will be deposited with or on behalf of
DTC or its nominee and will be registered in the name of a nominee of DTC.
Except under the limited circumstances described below, global preferred
securities will not be exchangeable for definitive, certificated preferred
securities.

       Only institutions that have accounts with DTC, which we refer to as "DTC
participants", or persons that may hold interests through DTC participants may
own beneficial interests in a global preferred security. DTC will maintain
records reflecting ownership of beneficial interests in the global preferred
securities by persons that hold through those DTC participants and transfers of
those ownership interests within those DTC participants. DTC will have no
knowledge of the actual beneficial owners of the preferred securities. The laws
of some jurisdictions require that some types of purchasers take physical
delivery of securities in definitive form. Those laws may impair your ability
to transfer beneficial interests in a global preferred security.

       DTC has advised us that upon the issuance of a global preferred security
and the deposit of that global preferred security with or on behalf of DTC, DTC
will credit on its book-entry registration and transfer system, the respective
liquidation amount represented by that global preferred security to the
accounts of the DTC participants.

       The issuer will make distributions and other payments on the global
preferred securities to DTC or its nominee as the registered owner of the
global preferred security. We expect that DTC will, upon receipt of any
distribution, redemption or other payment on a global preferred security,
immediately credit the DTC participants' accounts with payments in proportion
to their beneficial interests in the global preferred security, as shown on the
records of DTC or its nominee. We also expect that standing instructions and
customary practices will govern payments by DTC participants to owners of
beneficial interests in the global preferred securities held through those
participants, as is now the case with securities held for the accounts of
customers in bearer form or registered in "street name." The DTC participants
will be responsible for those payments.

       Neither we nor any of the issuers, the property trustee, paying agent,
registrar nor any of their respective agents will have any responsibility or
liability for any aspect of the records of DTC, any nominee or any DTC
participant relating to beneficial interests in a global preferred security or
for any payments made on any global preferred security.

       Except as provided below, as an owner of a beneficial interest in a
global preferred security, you will not be entitled to receive physical
delivery of preferred securities in definitive form and will not be considered
a holder of preferred securities for any purpose under the applicable trust
agreement. Accordingly, you must rely on the procedures of DTC and the DTC
participant through which you own your interest to exercise any rights of a
holder of preferred securities under the applicable trust agreement.

       We understand that, under existing industry practices, in the event that
an issuer requests any action of holders, or an owner of a beneficial interest
in a global preferred security desires to take any action that a holder is
entitled to take under the applicable trust agreement, DTC would authorize the
DTC participants holding the relevant beneficial interests to take that action,
and those DTC participants would authorize beneficial owners owning through
them to take that action or would otherwise act upon the instructions of the
beneficial owners owning through them.

       A global preferred security is exchangeable for definitive preferred
securities registered in the name of persons other than DTC only if:


                                       11
<PAGE>

 o  DTC is unwilling, unable or ineligible to continue as depositary and a
    successor depositary is not appointed within 90 days; or

 o  the applicable issuer, in its sole discretion, determines that the
    preferred securities issued in the form of one or more global preferred
    securities will no longer be represented by a global preferred security.

       A global preferred security that is exchangeable as described in the
preceding paragraph will be exchangeable in whole for definitive, certificated
preferred securities in registered form of like tenor and of an equal aggregate
liquidation amount and in a denomination equal to the liquidation amount per
preferred security specified in the applicable prospectus supplement or in
integral multiples of that denomination. The registrar will register the
definitive preferred securities in the name or names instructed by DTC. We
expect that those instructions may be based upon directions received by DTC
from DTC participants with respect to ownership of beneficial interests in the
global preferred securities.

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


HOLDING BENEFICIAL INTERESTS OVERSEAS THROUGH EUROCLEAR AND CLEARSTREAM

       If specified in the applicable prospectus supplement, you may elect to
hold interests in a particular series of preferred securities outside the
United States through Clearstream Banking, societe anonyme ("Clearstream") or
Euroclear Bank, S.A./N.V., as operator of the Euroclear System ("Euroclear"),
if you are a participant in or customer of the relevant system, or indirectly
through an organization that is a participant in or customer of the relevant
system. Clearstream and Euroclear will hold interests on behalf of their
participants and customers through customer securities accounts in
Clearstream's and Euroclear's names on the books of their respective
depositaries. Those depositaries will in turn hold those interests in customer
securities accounts in the depositaries' names on the books of DTC. Unless
otherwise specified in the applicable prospectus supplement, The Bank of New
York will act as depositary for each of Clearstream and Euroclear.

       Clearstream has advised us that it is incorporated under the laws of
Luxembourg as a bank. Clearstream holds securities for its customers and
facilitates the clearance and settlement of securities transactions between its
customers through electronic book-entry transfers between their accounts.
Clearstream provides its customers with, among other things, services for
safekeeping, administration, clearance and settlement of internationally traded
securities and securities lending and borrowing. Clearstream interfaces with
domestic securities markets in over 30 countries through established depository
and custodial relationships. As a bank, Clearstream is subject to regulation by
the Luxembourg Commission for the Supervision of the Financial Sector, also
known as the Commission de Surveillance du Sector Financier. Its customers are
recognized financial institutions around the world, including underwriters,
securities brokers and dealers, banks, trust companies, clearing corporations
and other organizations. Its customers in the United States are limited to
securities brokers


                                       12
<PAGE>

and dealers and banks. Indirect access to Clearstream is also available to
other institutions such as banks, brokers, dealers and trust companies that
clear through or maintain a custodial relationship with Clearstream customers.

       Clearstream will credit distributions with respect to interests in
global preferred securities held through Clearstream to cash accounts of its
customers in accordance with its rules and procedures to the extent received by
the U.S. depositary for Clearstream.

       Euroclear has advised us that it was created in 1968 to hold securities
for its participants and to clear and settle transactions between Euroclear
participants through simultaneous electronic book-entry delivery against
payment, thereby eliminating the need for physical movement of certificates and
any risk from lack of simultaneous transfers of securities and cash. Euroclear
provides various other services, including securities lending and borrowing,
and interfaces with domestic markets in several countries. Euroclear is
operated by Euroclear Bank S.A./N.V. (the "Euroclear operator"). Euroclear
Clearance Systems S.C. establishes policy for Euroclear on behalf of Euroclear
participants. Euroclear participants include banks, including central banks,
securities brokers and dealers and other professional financial intermediaries.
Indirect access to Euroclear is also available to other firms that clear
through or maintain a custodial relationship with a Euroclear participant,
either directly or indirectly.

       Securities clearance accounts and cash accounts with the Euroclear
operator are governed by the terms and conditions governing use of Euroclear
and the related operating procedures of Euroclear and applicable Belgian law.
These terms, conditions and procedures govern transfers of securities and cash
within Euroclear, withdrawals of securities and cash from Euroclear and
receipts of payments with respect to securities in Euroclear. All securities in
Euroclear are held on a fungible basis without attribution of specific
securities clearance accounts. The Euroclear operator acts under the terms and
conditions applicable only on behalf of Euroclear participants and has no
record of or relationship with persons holding through Euroclear participants.

       Euroclear will credit distributions with respect to interests in global
preferred securities held beneficially through Euroclear to the cash accounts
of Euroclear participants in accordance with Euroclear's terms and conditions
and operating procedures and applicable Belgian law, to the extent received by
the U.S. depositary for Euroclear.

       Euroclear has further advised us that investors that acquire, hold and
transfer interests in global preferred securities by book-entry through
accounts with the Euroclear operator or any other securities intermediary are
subject to the laws and contractual provisions governing their relationship
with their intermediary, as well as the laws and contractual provisions
governing the relationship between that intermediary and each other
intermediary, if any, standing between themselves and the global preferred
securities.

       The Euroclear operator has advised that, under Belgian law, investors
that are credited with securities on the records of the Euroclear operator have
a co-property right in the fungible pool of interests in securities on deposit
with the Euroclear operator in an amount equal to the amount of interests in
securities credited to their accounts. In the event of the insolvency of the
Euroclear operator, Euroclear participants would have a right under Belgian law
to the return of the amount and type of interest credited to their accounts
with the Euroclear operator. If the Euroclear operator did not have on deposit
a sufficient amount of interest in securities of a particular type to cover the
claims of all participants credited with those interests in securities on the
Euroclear operator's records, all participants having an amount of interest in
securities of that type credited to their accounts with the Euroclear operator
would have the right under Belgian law to the return of their pro rata share of
the amount of interest in securities actually on deposit.

       Under Belgian law, the Euroclear operator is required to pass on the
benefits of ownership in any interests in securities on deposit with it, such
as dividends, voting rights and other entitlements, to any person credited with
those interests in securities on its records.

GLOBAL CLEARANCE AND SETTLEMENT PROCEDURES

       Unless otherwise specified in the applicable prospectus supplement,
initial settlement for


                                       13
<PAGE>

global preferred securities will be made in immediately available funds. DTC
participants will conduct secondary market trading with other DTC participants
in the ordinary way in accordance with DTC's rules. These secondary market
trades will settle in immediately available funds using DTC's same day funds
settlement system.

       If the prospectus supplement specifies that interests in the global
preferred securities may be held through Clearstream or Euroclear, Clearstream
customers and/or Euroclear participants will conduct secondary market trading
with other Clearstream customers and/or Euroclear participants in the ordinary
way in accordance with the applicable rules and operating procedures of
Clearstream and Euroclear. These secondary market trades will settle in
immediately available funds.

       Cross-market transfers between persons holding directly or indirectly
through DTC participants on the one hand, and directly or indirectly through
Clearstream customers or Euroclear participants on the other, will be effected
in DTC in accordance with DTC's rules on behalf of the relevant European
international clearing system by the U.S. depositary for that system; however,
those cross-market transactions will require delivery by the counterparty in
the relevant European international clearing system of instructions to that
system in accordance with its rules and procedures and within its established
deadlines (European time). The relevant European international clearing system
will, if the transaction meets its settlement requirements, deliver
instructions to the U.S. depositary for that system to take action to effect
final settlement on its behalf by delivering or receiving interests in global
preferred securities in DTC, and making or receiving payment in accordance with
normal procedures for same-day funds settlement applicable to DTC. Clearstream
customers and Euroclear participants may not deliver instructions directly to
DTC.

       Because of time-zone differences, credits of interests in global
preferred securities received in Clearstream or Euroclear as a result of a
transaction with a DTC participant will be made during subsequent securities
settlement processing and will be credited the business day following the DTC
settlement date. Those credits or any transactions in global preferred
securities settled during that processing will be reported to the relevant
Euroclear participant or Clearstream customer on that business day. Cash
received in Clearstream or Euroclear as a result of sales of interests in
global preferred securities by or through a Clearstream participant or
Euroclear participant to a DTC customer will be received with value on the DTC
settlement date but will be available in the relevant Clearstream or Euroclear
cash account only as of the business day following settlement in DTC.

       Although DTC, Clearstream and Euroclear have agreed to the procedures
described above in order to facilitate transfers of interests in global
preferred securities among DTC participants, Clearstream and Euroclear, they
are under no obligation to perform those procedures and those procedures may be
discontinued at any time.



                                       14
<PAGE>

                         DESCRIPTION OF THE GUARANTEES

     The following description of the terms and provisions of the guarantees
summarizes the general terms that will apply to each guarantee that we deliver
in connection with a series of preferred securities. This description is not
complete, and we refer you to the form of the guarantee agreement, a copy of
which we filed as an exhibit to the registration statement of which this
prospectus is a part.

       When an issuer sells a series of its preferred securities, we will
execute and deliver a guarantee of that series of preferred securities under a
guarantee agreement for the benefit of the holders of those preferred
securities. Only one guarantee will be issued by us in connection with the
issuance of preferred securities by the applicable issuer. Each guarantee
agreement will be qualified as an indenture under the Trust Indenture Act of
1939. Unless the applicable prospectus supplement states otherwise, The Bank of
New York will act as guarantee trustee under each guarantee agreement.

SPECIFIC TERMS OF THE GUARANTEES

       Except as stated in the applicable prospectus supplement, we will
irrevocably and unconditionally agree to pay in full the following payments or
distributions on each corresponding series of preferred securities, to the
extent that they are not paid by, or on behalf of, the applicable issuer:

 o    any accumulated and unpaid distributions required to be paid on the
      preferred securities, to the extent that the applicable issuer has
      sufficient funds available for those payments at the time;

 o    the redemption price regarding any preferred securities called for
      redemption, to the extent that the applicable issuer has sufficient funds
      available for those redemption payments at the time; and

 o    upon a voluntary or involuntary dissolution, winding up or liquidation of
      the applicable issuer, unless the corresponding series of junior
      subordinated debentures is distributed to holders of the preferred
      securities, the lesser of:

        o     the total liquidation amount of the preferred securities and all
              accumulated and unpaid distributions on them to the date of
              payment; and

        o     the amount of assets of the applicable issuer remaining available
              for distribution to holders of the preferred securities after
              satisfaction of liabilities to creditors.

       We may satisfy our obligation to make the payments described above by
direct payment of the required amounts by us to the holders of the applicable
preferred securities or by causing the applicable issuer to pay those amounts
to the holders. In addition, our obligation to make the payments described
above will exist regardless of any defense, right of setoff or counterclaim
that the applicable issuer may have or assert, other than the defense of
payment.

       Each guarantee will apply only to the extent that the applicable issuer
has sufficient funds available to make the required payments. If we do not make
interest payments on the junior subordinated debentures held by the applicable
issuer, then the issuer will not be able to pay distributions on the preferred
securities issued by the issuer and will not have funds legally available for
those payments. In that event, the remedy of a holder of a series of preferred
securities is to institute legal proceedings directly against us as permitted
under the indenture for the related series of junior subordinated debentures.


NATURE OF THE GUARANTEE

       We will, through the relevant trust agreement, the guarantee, the junior
subordinated debentures and the indenture, taken together, fully and
unconditionally guarantee the applicable issuer's obligations under the
preferred securities. No single document standing alone or operating in
conjunction with fewer than all of the other documents constitutes this
guarantee. It is only the combined operation of these documents that has the
effect of providing a full and unconditional guarantee of the applicable
issuer's obligations under the preferred securities.

       Each guarantee will constitute a guarantee of payment and not of
collection. This means that the guaranteed party may institute a legal
proceeding directly against us to enforce its rights under a guarantee without
first instituting a legal proceeding against any other person or


                                       15
<PAGE>

entity. In addition, each guarantee will not be discharged except by payment in
full of the amounts due under it to the extent they have not been paid by the
applicable issuer or upon distribution of junior subordinated debentures to the
holders of the preferred securities in exchange for all of the preferred
securities.


RANKING

       Each guarantee will constitute our unsecured obligation and will rank
subordinate and junior in right of payment to all of our other liabilities to
the same extent as the junior subordinated debentures.

       The guarantees will not place a limitation on the amount of additional
senior debt that may be incurred by us.


AMENDMENTS

       Unless otherwise specified in the applicable prospectus supplement, each
guarantee may be amended under the following two circumstances:

 o    regarding changes to the guarantee that do not materially adversely
      affect the rights of holders of the applicable preferred securities, no
      consent of those holders will be required; and

 o    all other amendments to the guarantee may be made only with the prior
      approval of the holders of not less than a majority of the total
      liquidation amount of the outstanding preferred securities to which the
      guarantee relates.

       The manner of obtaining the necessary approvals to amend a guarantee are
the same as for holders of the preferred securities, which are described above
under "Description of the Preferred Securities--Voting Rights; Amendment of
Each Trust Agreement".


ASSIGNMENT

       All guarantees and agreements contained in a guarantee will bind our
successors, assigns, receivers, trustees and representatives and will inure to
the benefit of the holders of the related preferred securities then
outstanding.

EVENTS OF DEFAULT AND REMEDIES

       An event of default under a guarantee will occur upon our failure to
make any of our payments or perform any of our other obligations under it.

       The holders of not less than a majority in total liquidation amount of
the preferred securities to which a guarantee relates have the right to direct
the time, method and place of conducting any proceeding for any remedy
available to the guarantee trustee regarding the guarantee or to direct the
exercise of any trust or power conferred upon the guarantee trustee under the
guarantee.

       If the guarantee trustee fails to enforce a guarantee, then any holder
of the corresponding series of preferred securities may institute a legal
proceeding directly against us to enforce its rights under that guarantee,
without first instituting a legal proceeding against the applicable issuer that
issued the preferred securities, the guarantee trustee or any other person or
entity.


INFORMATION CONCERNING THE GUARANTEE TRUSTEE

       The guarantee trustee, other than during the occurrence and continuance
of a default by us in the performance of a guarantee, undertakes to perform
only the duties that are specifically set forth in the guarantee. After a
default under the guarantee, the guarantee trustee must exercise the same
degree of care and skill as a prudent person would exercise or use under the
circumstances in the conduct of his own affairs. Subject to this provision, the
guarantee trustee is under no obligation to exercise any of the powers vested
in it by a guarantee at the request of any holder of preferred securities to
which the guarantee relates unless it is offered reasonable indemnity against
the costs, expenses and liabilities that might be incurred by that action.


TERMINATION OF THE GUARANTEES

       Each guarantee will terminate upon any of the following events:

 o    the full payment of the redemption price of all preferred securities of
      the applicable issuer;

 o    the full payment of the amounts payable upon liquidation of the
      applicable issuer; or

 o    the distribution of the junior subordinated debentures held by the
      applicable issuer to the holders of the preferred securities of the
      issuer in exchange for all of the preferred securities of the issuer.


                                       16
<PAGE>

       Each guarantee will continue to be effective or will be reinstated, if
at any time any holder of related preferred securities issued by the applicable
issuer is required to restore payment of any sums paid under the applicable
preferred securities or the guarantee.

GOVERNING LAW


       The guarantees will be governed by and construed in accordance with the
laws of the State of New York.

               DESCRIPTION OF THE JUNIOR SUBORDINATED DEBENTURES

     The following description of the terms and provisions of our junior
subordinated debentures summarizes the general terms that will apply to each
series of junior subordinated debentures that will be issued and sold by us and
purchased by the applicable issuer that issues the corresponding series of
preferred securities. This description is not complete, and we refer you to the
indenture and the form of the junior subordinated debentures, forms of which we
filed as exhibits to the registration statement of which this prospectus is a
part.

       Unless otherwise specified in the applicable prospectus supplement, each
time an issuer issues a series of preferred securities, we will issue a new
series of junior subordinated debentures. Each series of junior subordinated
debentures will be issued under an indenture between us and The Bank of New
York, as debenture trustee. There is no limit on the aggregate principal amount
of junior subordinated debentures we may issue, and we may issue the junior
subordinated debentures from time to time in one or more series under a
supplemental indenture or pursuant to a resolution of our Board of Directors.

       Unless the applicable prospectus supplement states otherwise, we will
issue each new series of junior subordinated debentures in a total principal
amount equal to the total liquidation amount of the preferred securities and
common securities that the applicable issuer issues. The issuer will use the
proceeds of the issuance and sale of the preferred securities and common
securities to purchase the corresponding junior subordinated debentures from
us. Unless the applicable prospectus supplement states otherwise, the interest
payment provisions of the junior subordinated debentures will correspond to the
distribution provisions of the corresponding series of preferred securities.

       Each series of junior subordinated debentures will have the same rank as
all other series of junior subordinated debentures issued under the indenture.
Unless the applicable prospectus supplement states otherwise, the indenture
does not limit the incurrence or issuance of other secured or unsecured debt,
including senior debt, as defined below, whether under the indenture, any
existing indenture, or any other indenture which we may enter into in the
future.


SPECIFIC TERMS OF EACH SERIES

       The prospectus supplement describing the particular series of junior
subordinated debentures being issued will specify the particular terms of those
junior subordinated debentures. These terms may include:

 o    the title of the junior subordinated debentures of the series, which will
      distinguish the junior subordinated debentures of the series from all
      other junior subordinated debentures;

 o    the limit, if any, upon the total principal amount of the junior
      subordinated debentures of the series which may be issued;

 o    any index or indices used to determine the amount of payments of
      principal of and premium, if any, on the junior subordinated debentures
      of the series or the manner in which the amounts will be determined;

 o    the maturity or the method of determining the maturity of the junior
      subordinated debentures;

 o    the rate or rates at which the junior subordinated debentures of the
      series will bear interest, if any;

 o    the interest payment dates and the record dates for the interest payable
      on any interest payment date or the method by which any of the foregoing
      will be determined and the right, if any, we have to defer or extend an
      interest payment date;


                                       17
<PAGE>

 o    the place or places where the principal of and premium, if any, and
      interest on the junior subordinated debentures of the series will be
      payable, the place or places where the junior subordinated debentures of
      the series may be presented for registration of transfer or exchange and
      the place or places where notices and demands to or upon us regarding the
      junior subordinated debentures of the series may be made;

 o    the period or periods within which, or the date or dates on which, if
      any, the price or prices at which and the terms and conditions upon which
      the junior subordinated debentures of the series may be redeemed, in
      whole or in part, at our option;

 o    our obligation or our right, if any, to redeem, repay or purchase the
      junior subordinated debentures of the series, and the period or periods
      within which, the price or prices at which, the currency or currencies
      (including currency unit or units) in which and the other terms and
      conditions upon which junior subordinated debentures of the series will
      be redeemed, repaid or purchased, in whole or in part, in accordance with
      that obligation;

 o    the denominations in which any junior subordinated debentures of the
      series will be issuable, if other than denominations of $25 or any
      integral multiple of $25;

 o    if other than U.S. dollars, the currency or currencies (including
      currency unit or units) in which the principal of (and premium, if any)
      and interest, if any, on the junior subordinated debentures of the series
      will be payable, or in which the junior subordinated debentures of the
      series will be denominated;

 o    the additions, modifications or deletions, if any, in the events of
      default described under the caption "--Events of Default" below or our
      covenants described in this prospectus or the applicable prospectus
      supplement regarding the junior subordinated debentures of the series;

 o    if other than the principal amount, the portion of the principal amount
      of junior subordinated debentures of the series that will be payable upon
      declaration of acceleration of the maturity of the junior subordinated
      debentures;

 o    the additions or changes, if any, to the indenture regarding the junior
      subordinated debentures of the series as will be necessary to permit or
      facilitate the issuance of the junior subordinated debentures of the
      series in bearer form, registrable or not registrable as to principal,
      and with or without interest coupons;

 o    whether the junior subordinated debentures of the series, or any portion
      thereof, will initially be issuable in the form of a temporary global
      security representing all or the portion of the junior subordinated
      debentures of the series and provisions for the exchange of the temporary
      global security for definitive junior subordinated debentures of the
      series;

 o    whether any junior subordinated debentures of the series will be issuable
      in whole or in part in the form of one or more global securities and, if
      so, the respective depositaries for the global securities and the form of
      any legend or legends which will be borne by any global security, if
      applicable;

 o    whether the junior subordinated debentures are convertible or
      exchangeable into junior subordinated debentures of another series or
      into preferred securities of another series and, if so, the terms on
      which the junior subordinated debentures may be so converted or
      exchanged;

 o    the appointment of any paying agent or agents for the junior subordinated
      debentures of the series;

 o    the form of the corresponding trust agreement and the guarantee
      agreement; and

 o    any other terms of the junior subordinated debentures of the series
      (which terms will not be inconsistent with the provisions of the
      indenture).


SUBORDINATION

       Unless otherwise stated in the applicable prospectus supplement, each
series of junior subordinated debentures will be unsecured and will rank junior
and be subordinate in right of


                                       18
<PAGE>

payment to all our existing and future senior debt, as defined in the
indenture.

       Upon our bankruptcy, liquidation or dissolution, our assets must be used
to pay off our senior debt in full before any payments may be made on the
junior subordinated debentures. Additionally, in the event of the acceleration
of the maturity of any series of junior subordinated debentures, the holders of
our senior debt will be entitled to receive payment in full of any amounts due
on our senior debt before the holders of any junior subordinated debentures
will be entitled to any payment.

       "Debt" is defined in the indenture to mean, with respect to any person,

 o    every obligation of that person for borrowed money;

 o    every obligation of that person evidenced by bonds, debentures, notes or
      other similar instruments;

 o    every reimbursement obligation of that person with respect to letters of
      credit or similar facilities issued for the account of that person;

 o    every obligation of that person issued or assumed as the deferred
      purchase price of property or services;

 o    every capital lease obligation of that person;

 o    every obligation of that person for claims under derivative products such
      as interest and foreign exchange rate contracts and similar arrangements;
      and

 o    every obligation described above of another person guaranteed by that
      person.

       "Senior debt" is defined in the indenture to mean the principal of, and
premium and interest, if any, on debt, whether incurred on or prior to the date
of the indenture, unless the instrument creating that debt provides that those
obligations are not superior in right of payment to the junior subordinated
debentures. However, senior debt does not include the following:

 o    any of our debt which, when incurred, was without recourse to us;

 o    any of our debt to our subsidiaries;

 o    debt to any of our employees;

 o    to the extent set forth in the indenture, debt which, by its terms, is
      subordinated to trade accounts payable or accrued liabilities; and

 o    any other debt securities issued under the indenture.

       As a holding company, our assets primarily consist of the equity
securities of our subsidiaries. As a result, the ability of holders of the
junior subordinated debentures to benefit from any distribution of assets of
any subsidiary upon the liquidation or reorganization of such subsidiary is
subordinate to the prior claims of present and future creditors of that
subsidiary, except to the extent that we are recognized, and receive payment,
as a creditor of those subsidiaries.


COVENANTS

       We will agree that, so long as any preferred securities issued by an
issuer remain outstanding, if

 o    there has occurred any event of which we have actual knowledge that with
      the giving of notice or lapse of time would become an event of default
      under the indenture and which we have not taken reasonable steps to cure;


 o    we are in default regarding our payment of any obligations under our
      guarantee regarding the issuer; or

 o    we have given notice of our election to defer interest payments, as
      described below under "--Option to Defer Interest Payments", or that
      deferral period is continuing;

then we will not, and will not permit any of our subsidiaries to:

 o    declare or pay any dividends or distributions on, or redeem, purchase,
      acquire or make a liquidation payment regarding, any of our capital
      stock;

 o    make any payment of principal, interest or premium, if any, on or repay,
      repurchase or redeem any of our junior subordinated debentures that rank
      on par with or junior in interest to our junior subordinated debentures;
      or

 o    make any guarantee payments regarding any guarantee by us of the junior


                                       19
<PAGE>

      subordinated debentures of any of our subsidiaries if that guarantee
      ranks on par with or junior in interest to those junior subordinated
      debentures.

       However, at any time, including during a deferral period, we may do the
following:

 o    make dividends or distributions payable in our capital stock;

 o    make payments under the applicable guarantee made by us in respect of the
      preferred securities of the applicable issuer;

 o    make any declaration of a dividend in connection with the implementation
      of a shareholders' rights plan, or the redemption or repurchase of any
      rights under any such plan; and

 o    purchase common stock related to:

        o     the issuance of common stock or rights under any of our benefit
              plans for our directors, officers or employees;

        o     the issuance of common stock or rights under a dividend
              reinvestment and stock purchase plan; or

        o     the issuance of common stock, or securities convertible into
              common stock, as consideration in an acquisition transaction that
              was entered into before the beginning of the deferral period.

       With respect to any junior subordinated debentures issued to an issuer,
we will agree:

 o    to maintain directly or indirectly 100% ownership of the common
      securities of the applicable issuer; provided, however, that any of our
      permitted successors under the indenture may succeed to our ownership of
      those common securities;

 o    not to cause the termination, liquidation or winding-up of that issuer,
      except in connection with a distribution of the junior subordinated
      debentures as provided in the trust agreement of that issuer and in
      connection with some types of mergers, consolidations or amalgamations;
      and

 o    to use our reasonable efforts to cause that issuer to remain classified
      as a grantor trust and not as an association taxable as a corporation for
      United States federal income tax purposes.

OPTION TO DEFER INTEREST PAYMENTS

       If provided in the applicable prospectus supplement, we will have the
right to defer interest payments on the junior subordinated debentures from
time to time during the term of any series of junior subordinated debentures
for up to the number of consecutive interest payment periods that may be
specified in the applicable prospectus supplement, but the deferral of interest
payments cannot extend beyond the maturity date of the series of junior
subordinated debentures.


MODIFICATION OF INDENTURE

       We and the debenture trustee, with the consent of the holders of not
less than a majority in principal amount of the junior subordinated debentures
of each series that are affected by the modification, may modify the junior
subordinated indenture or any supplemental indenture affecting that series or
the rights of the holders of that series of junior subordinated debentures.
However, no modification may, without the consent of the holder of each
outstanding junior subordinated debenture affected:

 o    change the stated maturity of any junior subordinated debentures of any
      series;

 o    reduce the principal amount due;

 o    reduce the rate of interest or extend the time of payment of interest, or
      reduce any premium payable upon the redemption of those junior
      subordinated debentures; or

 o    reduce the percentage of junior subordinated debentures, the holders of
      which are required to consent to any such modification of the indenture.

       With respect to junior subordinated debentures held by an issuer, so
long as the corresponding series of preferred securities issued by that issuer
remains outstanding, without the consent of the holders of at least a majority
of the aggregate liquidation amount of those preferred securities:

 o    no modification can be made that adversely affects holders of those
      preferred securities in any material respect;

 o    no termination of the indenture may occur; and


                                       20
<PAGE>

 o    no waiver of any event of default or of compliance with any covenant
      under the indenture will be effective.

       We and the debenture trustee may, without the consent of any holder of
junior subordinated debentures, amend, waive or supplement the junior
subordinated indenture for other specified purposes including to cure
ambiguities, defects or inconsistencies, provided those actions do not
materially and adversely affect the interests of the holders of any junior
subordinated debentures or the related series of preferred securities.


EVENTS OF DEFAULT

       The indenture provides that any one or more of the following events with
respect to the junior subordinated debentures that has occurred and is
continuing constitutes an event of default:

 o    default in the payment of interest on any junior subordinated debenture
      for a period of 30 days after the due date, subject to our right to defer
      interest payments as described above under the caption "--Option to Defer
      Interest Payments" in this section;

 o    default in the payment of the principal of or premium, if any, on the
      junior subordinated debentures when due whether at maturity, upon
      redemption or otherwise;

 o    default in the performance, or breach, in any material respect, of any of
      our covenants or warranties for a period of 90 days after written notice
      to us by the debenture trustee or to us and the debenture trustee by
      holders of at least 25% in principal amount of the outstanding junior
      subordinated debentures of that series;

 o    some events of bankruptcy, insolvency and reorganization involving us; or


 o    any other event of default pertaining to the particular series of junior
      subordinated debentures.

       If an event of default under the indenture has occurred and is
continuing, the debenture trustee, or the holders of at least 25% in aggregate
outstanding principal amount of the junior subordinated debentures, will have
the right to declare the principal and the interest due on those securities to
be due and payable immediately. If the debenture trustee or the holders of at
least 25% of the aggregate outstanding principal amount of the junior
subordinated debentures fail to make that declaration, then the holders of at
least 25% in total liquidation amount of the preferred securities then
outstanding will have the right to do so.

In cases specified in the indenture, the holders of a majority in principal
amount of junior subordinated debentures may, on behalf of all holders of that
series, waive any default regarding that series, except a default in the
payment of principal or interest, or a default in the performance of a covenant
or provision of the indenture which cannot be modified without the consent of
each holder. If the holders of the junior subordinated debentures fail to waive
that default, the holders of a majority in aggregate liquidation amount of the
related preferred securities will have that right.

The holders of a majority of the aggregate outstanding principal amount of the
junior subordinated debentures have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the debenture
trustee.


ENFORCEMENT OF RIGHTS BY HOLDERS OF PREFERRED SECURITIES

       If an event of default occurs under the indenture and that event is
attributable to our failure to pay interest, premium, if any, or principal on
the junior subordinated debentures on the applicable due date, then if the
junior subordinated debentures are held by an issuer, a holder of the related
preferred securities may institute a legal proceeding directly against us for
enforcement of payment on the junior subordinated debentures having a principal
amount equal to the aggregate liquidation amount of the preferred securities of
that holder.


LIMITATION ON CONSOLIDATION, MERGER AND SALES OF ASSETS

       We will not consolidate with or merge into any other entity or sell or
lease our properties and assets substantially as an entirety to any entity,
unless:


                                       21
<PAGE>

 o    the resulting entity is a corporation, partnership or trust organized
      under the laws of the United States, any state or the District of
      Columbia;

 o    the resulting entity assumes our obligations under the junior
      subordinated debentures and the indenture;

 o    there is no event of default under the indenture immediately after giving
      effect to the transaction;

 o    in the case of the junior subordinated debentures of a series held by an
      issuer, the consolidation, merger, conveyance, transfer or lease is
      permitted under the relevant trust agreement and the guarantee and does
      not give rise to any breach or violation of these documents; and

 o    we have delivered to the debenture trustee an officer's certificate and
      opinion of counsel, each stating that the consolidation, merger,
      conveyance, transfer or lease complies with the indenture.


SATISFACTION AND DISCHARGE

       The indenture will cease to be of further effect and we will be deemed
to have satisfied and discharged our obligations under the indenture when all
junior subordinated debentures not previously delivered to the debenture
trustee for cancellation:

 o    have become due and payable; or

 o    will become due and payable at their maturity within one year; or

 o    are to be called for redemption within one year;

and, in each case, we have deposited with the debenture trustee funds
sufficient to make all remaining interest and principal payments on the junior
subordinated debentures of that series.


TRUST EXPENSES

       Under the indenture, we have agreed to pay, as borrower, all costs,
expenses, debts and other obligations of each issuer, except those incurred in
connection with the preferred securities. In addition, we have agreed to pay
all taxes and tax-related costs and expenses of each issuer, except United
States withholding taxes.


INFORMATION REGARDING THE DEBENTURE TRUSTEE

       The debenture trustee, other than during the occurrence and continuance
of a default by us under the indenture, undertakes to perform only the duties
that are specifically set forth in the indenture. The debenture trustee is not
required to expend or risk its own funds or otherwise incur any financial
liability in the performance of its duties under the indenture, or in the
exercise of any of its rights or powers, if the debenture trustee reasonably
believes that repayment or adequate indemnity is not reasonably assured to it.


GOVERNING LAW

       The indenture will be governed by and construed in accordance with the
laws of the State of New York.


                                       22
<PAGE>

                                 ERISA MATTERS

       Each fiduciary of any of the following, which we collectively refer to
as "Plans":

 o    an employee benefit plan subject to Title I of the Employee Retirement
      Income Security Act of 1974, as amended ("ERISA"),

 o    a plan described in Section 4975(e)(1) of the Internal Revenue Code (the
      "Code"), including an individual retirement account or a Keogh plan,

 o    a plan subject to provisions under applicable federal, state, local,
      non-U.S. or other laws or regulations that are similar to the provisions
      of Title I of ERISA or Section 4975 of the Code ("Similar Laws"), and

 o    any entity whose underlying assets include "plan assets" by reason of any
      such plan's investment in that entity,

should consider the fiduciary standards and the prohibited transaction
provisions of ERISA, applicable Similar Laws and Section 4975 of the Code in
the context of the Plan's particular circumstances before authorizing an
investment in the preferred securities. Among other factors, the fiduciary
should consider whether the investment would satisfy the prudence and
diversification requirements of ERISA and would be consistent with the
documents and instruments governing the Plan.

       Section 406 of ERISA and Section 4975 of the Code prohibit Plans from
engaging in certain transactions involving "plan assets" with persons who are
"parties in interest" under ERISA or "disqualified persons" under the Code
(collectively, "Parties in Interest"). A violation of these "prohibited
transaction" rules may result in an excise tax, penalty or other liability
under ERISA and/or Section 4975 of the Code, unless exemptive relief is
available under an applicable statutory or administrative exemption. In the
case of an individual retirement account, the occurrence of a prohibited
transaction involving the individual who established the individual retirement
account, or his or her beneficiaries, would cause the individual retirement
account to lose its tax exempt status, unless exemptive relief is available.
Employee benefit plans that are governmental plans, as defined in Section 3(32)
of ERISA, certain church plans, as defined in Section 3(33) of ERISA, and
foreign plans, as described in Section 4(b)(4) of ERISA, are not subject to the
requirements of ERISA or Section 4975 of the Code; however, governmental plans
may be subject to similar provisions under applicable Similar Laws.

       Under a regulation issued by the U.S. Department of Labor (the "DOL"),
which we refer to as the "Plan Assets Regulation", the assets of the applicable
issuer would be deemed to be "plan assets" of a Plan for purposes of ERISA and
Section 4975 of the Code if "plan assets" of the Plan were used to acquire an
equity interest in the applicable issuer and no exception were applicable under
the Plan Assets Regulation. The Plan Assets Regulation defines an "equity
interest" as any interest in an entity, other than an instrument that is
treated as indebtedness under applicable local law and has no substantial
equity features, and specifically includes a beneficial interest in a trust.

       Under exceptions contained in the Plan Assets Regulation, the assets of
the applicable issuer would not be deemed to be "plan assets" of investing
Plans if:

 o    immediately after the most recent acquisition of an equity interest in
      the applicable issuer, less than 25% of the value of each class of equity
      interests in the applicable issuer were held by "Benefit Plan Investors",
      which we define as Plans and other employee benefit plans not subject to
      ERISA or Section 4975 of the Code (such as governmental, church and
      foreign plans); or

 o    the preferred securities were "publicly-offered securities" for purposes
      of the Plan Assets Regulation. "Publicly-offered securities" are
      securities which are widely held, freely transferable, and either (i)
      part of a class of securities registered under Section 12(b) or 12(g) of
      the Securities Exchange Act of 1934 or (ii) sold as part of an offering
      pursuant to an effective registration statement under the Securities Act
      of 1933 and then timely registered under the Securities Exchange Act of
      1934.


                                       23
<PAGE>

       No assurance can be given that Benefit Plan Investors will hold less
than 25% of the total value of the preferred securities at the completion of
the initial offering or thereafter, and we do not intend to monitor or take any
other measures to assure satisfaction of the conditions to this exception. It
is expected that certain series of preferred securities will be offered in a
manner consistent with the requirements of the publicly-offered securities
exception described above; however, no assurance can be given that the
preferred securities would be considered to be publicly-offered securities
under the Plan Assets Regulation.

       Certain transactions involving the applicable issuer could be deemed to
constitute direct or indirect prohibited transactions under ERISA and Section
4975 of the Code with respect to a Plan if the preferred securities were
acquired with "plan assets" of the Plan and the assets of the applicable issuer
were deemed to be "plan assets" of Plans investing in the applicable issuer.
For example, if we were a Party in Interest with respect to a Plan, either
directly or by reason of our ownership of The Chase Manhattan Bank, Morgan
Guaranty Trust Company of New York or other subsidiaries, extensions of credit
between us and the applicable issuer, including the junior subordinated
debentures and the guarantees, would likely be prohibited by Section
406(a)(1)(B) of ERISA and Section 4975(c)(1)(B) of the Code, unless exemptive
relief were available under an applicable administrative exemption. In
addition, if we were considered to be a fiduciary with respect to the
applicable issuer as a result of certain powers we hold (such as our powers to
remove and replace the property trustee and the administrative trustees), it is
possible that the optional redemption or acceleration of the junior
subordinated debentures would be considered to be a prohibited transaction
under Section 406(b) of ERISA and Section 4975(c)(1)(E) of the Code. In order
to avoid these prohibited transactions, each Benefit Plan Investor, by
purchasing preferred securities, will be deemed to have directed the applicable
issuer to invest in the junior subordinated debentures and to have appointed
the property trustee.

       The DOL has issued five prohibited transaction class exemptions
("PTCEs") that may provide exemptive relief for direct or indirect prohibited
transactions that may arise from the purchase or holding of the preferred
securities. Those class exemptions are:

 o    PTCE 96-23 (for certain transactions determined by in-house asset
      managers);

 o    PTCE 95-60 (for certain transactions involving insurance company general
      accounts);

 o    PTCE 91-38 (for certain transactions involving bank collective investment
      funds);

 o    PTCE 90-1 (for certain transactions involving insurance company pooled
      separate accounts); and

 o    PTCE 84-14 (for certain transactions determined by independent qualified
      professional asset managers).

       Such class exemptions may not, however, apply to all of the transactions
that could be deemed prohibited transactions in connection with a Plan's
investment in the preferred securities. Because the preferred securities may be
deemed to be equity interests in the applicable issuer for purposes of applying
ERISA and Section 4975 of the Code, the preferred securities may not be
purchased or held by any Plan or any person investing "plan assets" of any
Plan, unless the purchaser or holder is eligible for the exemptive relief
available under PTCE 96-23, 95-60, 91-38, 90-1 or 84-14 or another applicable
exemption.

       By directly or indirectly purchasing or holding preferred securities or
any interest in them you will be deemed to have represented that either:

 o    you are not a Plan and are not purchasing the securities on behalf of or
      with "plan assets" of any Plan; or

 o    your purchase and holding of preferred securities is permissible under
      all applicable similar laws and either (i) will not result in a
      prohibited transaction under ERISA or the Code, or (ii) if it could
      result in such a prohibited transaction, it satisfies the requirements
      of, and is entitled to full exemptive relief under, PTCE 96-23, 95-60,
      91-38, 90-1 or 84-14 or another applicable exemption.


                                       24
<PAGE>

       If a purchaser or holder of the preferred securities that is a Plan
elects to rely on an exemption other than PTCE 96-23, 95-60, 91-38, 90-1 or
84-14, we and the applicable issuer may require a satisfactory opinion of
counsel or other evidence of the availability of that exemption.

       Due to the complexity of the above rules and the penalties that may be
imposed upon persons involved in non-exempt prohibited transactions, it is
particularly important that fiduciaries or other persons considering purchasing
the preferred securities on behalf of or with "plan assets" of any Plan consult
with their counsel regarding the potential consequences if the assets of the
applicable issuer were deemed to be "plan assets" and regarding the
availability of exemptive relief under PTCE 96-23, 95-60, 91-38, 90-1 or 84-14
or any other applicable exemption. In addition, fiduciaries of Plans not
subject to Title I of ERISA or Section 4975 of the Code, in consultation with
their advisors, should consider the impact of their respective applicable
similar laws on their investment in preferred securities, and the
considerations discussed above, to the extent applicable.

                              PLAN OF DISTRIBUTION

       Any of the issuers may sell the preferred securities being offered by
use of this prospectus and an applicable prospectus supplement:

 o    through underwriters;

 o    through dealers;

 o    through agents; or

 o    directly to purchasers.

       We will set forth the terms of the offering of any securities being
offered in the applicable prospectus supplement.

       If any of the issuers utilizes underwriters in an offering of preferred
securities using this prospectus, we and the applicable issuer will execute an
underwriting agreement with those underwriters. The underwriting agreement will
provide that the obligations of the underwriters with respect to a sale of the
offered securities are subject to various conditions precedent and that the
underwriters will be obligated to purchase all the offered securities if any
are purchased. Underwriters may sell those securities to or through dealers.
The underwriters may change any initial public offering price and any discounts
or concessions allowed or reallowed or paid to dealers from time to time. If
any of the issuers utilizes underwriters in an offering of securities using
this prospectus, the applicable prospectus supplement will contain a statement
regarding the intention, if any, of the underwriters to make a market in the
offered securities.

       If any of the issuers utilizes a dealer in an offering of securities
using this prospectus, the relevant issuer will sell the offered securities to
the dealer, as principal. The dealer may then resell those securities to the
public at a fixed price or at varying prices to be determined by the dealer at
the time of resale.

       Any of the issuers may also use this prospectus to offer and sell
securities through agents designated by us from time to time. Unless otherwise
indicated in the prospectus supplement, any agent will be acting on a
reasonable efforts basis for the period of appointment.

       Any of the issuers may offer to sell securities either at a fixed price
or at prices that may be changed, at market prices prevailing at the time of
sale, at prices related to prevailing market prices or at negotiated prices.

       Underwriters, dealers or agents participating in a distribution of
preferred securities by use of this prospectus and an applicable prospectus
supplement may be deemed to be underwriters, and any discounts and commissions
received by them and any profit realized by them on resale of the offered
securities, whether received from an issuer or from purchasers of offered
securities for whom they act as agent, may be deemed to be underwriting
discounts and commissions under the Securities Act of 1933.

       Under agreements that we and the applicable issuer may enter into,
underwriters, dealers or agents who participate in the distribution of
securities by use of this prospectus and an applicable prospectus supplement
may be entitled to indemnification by us and the applicable issuer against some



                                       25
<PAGE>

types of liabilities, including liabilities under the Securities Act of 1933,
or to reimbursement for some types of expenses.

       Underwriters, dealers, agents or their affiliates may engage in
transactions with, or perform services for, us or any of the issuers or our or
their affiliates in the ordinary course of business.

       Under Rule 2720 of the Conduct Rules of the NASD, when an NASD member,
such as J.P. Morgan Securities, participates in the distribution of an
affiliated company's securities, the offering must be conducted in accordance
with the applicable provisions of Rule 2720. J.P. Morgan Securities is
considered to be an "affiliate" (as that term is defined in Rule 2720) of ours
by virtue of the fact that we own all of the outstanding equity securities of
J.P. Morgan Securities. Any offer and sale of offered securities will comply
with the requirements of Rule 2720 regarding the underwriting of securities of
affiliates and with any restrictions that may be imposed on J.P. Morgan
Securities or our other affiliates by the Federal Reserve Board.

       Any of the issuers may also use this prospectus to solicit offers to
purchase securities directly. Except as set forth in the applicable prospectus
supplement, none of any issuer's administrative trustees nor any of our
directors, officers, or employees nor those of our bank subsidiaries will
solicit or receive a commission in connection with these direct sales. Those
persons may respond to inquiries by potential purchasers and perform
ministerial and clerical work in connection with direct sales.

                                LEGAL OPINIONS

       Simpson Thacher & Bartlett, New York, New York, will provide an opinion
for us regarding the validity of the offered securities, and Cravath, Swaine &
Moore, New York, New York, will provide such an opinion for the underwriters.
Richards, Layton & Finger, P.A., special Delaware counsel to the issuers and
us, will provide an opinion regarding matters relating to Delaware law.
Cravath, Swaine & Moore acts as legal counsel to us and our subsidiaries in a
substantial number of matters on a regular basis. Simpson Thacher & Bartlett
and Cravath, Swaine & Moore will rely on the opinion of Richards, Layton &
Finger, P.A., as to matters of Delaware law.

                                    EXPERTS

       The consolidated financial statements incorporated in this prospectus by
reference to our Annual Report on Form 10-K for the year ended December 31,
2000 have been incorporated in reliance on the report of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of that firm as experts in
auditing and accounting.


                                       26
<PAGE>

                                    PART II


                    INFORMATION NOT REQUIRED IN PROSPECTUS


ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION




<TABLE>
<S>                                                                          <C>
   Registration fee under the Securities Act of 1933, as amended .........     $   625,000
   Blue Sky fees and expenses (including counsel fees) ...................          10,000*
   Attorneys' fees and expenses ..........................................         200,000*
   Accountants' fees and expenses ........................................          75,000*
   Printing and engraving expenses .......................................         120,000*
   Rating agency fees ....................................................          75,000*
   Trustees' fees and expenses ...........................................          75,000*
   Miscellaneous .........................................................          20,000*
                                                                               -----------
        Total ............................................................     $ 1,200,000*
                                                                               ===========
</TABLE>


----------
* Estimated


ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Pursuant to the Delaware General Corporation Law (the "DGCL"), a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of such corporation) by reason of the fact
that the person is or was a director, officer, employee or agent of such
corporation, or serving at the request of such corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with such action, suit or proceeding, if such person
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of such corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.

     The DGCL also permits indemnification by a corporation under similar
circumstances for expenses (including attorneys' fees) actually and reasonably
incurred by such persons in connection with the defense or settlement of a
derivative action, except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been adjudged to
be liable to such corporation unless the Court of Chancery or the court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which such court shall deem proper.

     The DGCL provides that the indemnification described above shall not be
deemed exclusive of other indemnification that may be granted by a corporation
pursuant to its by-laws, disinterested directors' vote, stockholders' vote,
agreement or otherwise.

     The DGCL also provides corporations with the power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him or her in any such capacity, or arising out of
his or her status as such, whether or not the corporation would have the power
to indemnify him or her against such liability as described above.

     The Restated Certificate of Incorporation of the J.P. Morgan Chase & Co.
("J.P. Morgan Chase") provides that, to the fullest extent that the DGCL as
from time to time in effect permits the limitation


                                      II-1
<PAGE>

or elimination of the liability of directors, no director of J.P. Morgan Chase
shall be personally liable to J.P. Morgan Chase or its stockholders for
monetary damages or breach of fiduciary duty as a director.


     J.P. Morgan Chase's Restated Certificate of Incorporation empowers J.P.
Morgan Chase to indemnify any director, officer, employee or agent of J.P.
Morgan Chase or any other person who is serving at J.P. Morgan Chase's request
in any such capacity with another corporation, partnership, joint venture,
trust or other enterprise (including, without limitation, an employee benefit
plan) to the fullest extent permitted under the DGCL as from time to time in
effect, and any such indemnification may continue as to any person who has
ceased to be a director, officer, employee or agent and may inure to the
benefit of the heirs, executors and administrators of such a person.


     J.P. Morgan Chase's Restated Certificate of Incorporation also empowers
J.P. Morgan Chase by action of its Board of Directors, notwithstanding any
interest of the directors in the action, to purchase and maintain insurance in
such amounts as the Board of Directors deems appropriate to protect any
director, officer, employee or agent of J.P. Morgan Chase or any other person
who is serving at J.P. Morgan Chase's request in any such capacity with another
corporation, partnership, joint venture, trust or other enterprise (including,
without limitation, an employee benefit plan) against any liability asserted
against such person or incurred by such person in any such capacity arising out
of his or her status as such (including, without limitation, expenses,
judgments, fines (including any excise taxes assessed on a person with respect
to any employee benefit plan) and amounts paid in settlement) to the fullest
extent permitted under the DGCL as from time to time in effect, whether or not
J.P. Morgan Chase would have the power or be required to indemnify any such
individual under the terms of any agreement or by-law or the DGCL.


     In addition, J.P. Morgan Chase's by-laws require indemnification to the
fullest extent permitted under applicable law, as from time to time in effect.
The by-laws provide a clear and unconditional right to indemnification for
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by any person in connection with
any threatened, pending or completed investigation, claim, action, suit or
proceeding, whether civil, administrative or investigative (including, to the
extent permitted by law, any derivative action) by reason of the fact that such
person is or was serving as a director, officer, employee or agent of J.P.
Morgan Chase or, at the request of J.P. Morgan Chase, of another corporation,
partnership, joint venture, trust or other enterprise (including, without
limitation, an employee benefit plan). The by-laws specify that the right to
indemnification so provided is a contract right, set forth certain procedural
and evidentiary standards applicable to the enforcement of a claim under the
by-laws, entitle the persons to be indemnified to be reimbursed for the
expenses of prosecuting any such claim against J.P. Morgan Chase and entitle
them to have all expenses incurred in advance of the final disposition of a
proceeding paid by J.P. Morgan Chase. Such provisions, however, are intended to
be in furtherance and not in limitation of the general right to indemnification
provided in the by-laws, which right of indemnification and of advancement of
expenses is not exclusive.


     J.P. Morgan Chase's by-laws also provide that J.P. Morgan Chase may enter
into contracts with any director, officer, employee or agent or J.P. Morgan
Chase in furtherance of the indemnification provisions in the by-laws, as well
as create a trust fund, grant a security interest or use other means
(including, without limitation, a letter of credit) to ensure payment of
amounts indemnified.


     Under the trust agreement, J.P. Morgan Chase will agree to indemnify each
of the trustees of the issuer or any predecessor trustee for the issuer, and to
hold the trustees harmless against, any loss, damage, claims, liability or
expense incurred without negligence or bad faith on its part, arising out of or
in connection with the acceptance or administration of the trust agreement,
including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers
or duties under the trust agreement.


                                      II-2
<PAGE>

ITEM 16. EXHIBITS

<TABLE>
<CAPTION>
 EXHIBIT
--------
<S>        <C>
 1         Form of Underwriting Agreement *

 3.1       Restated Certificate of Incorporation of J.P. Morgan Chase (incorporated by reference to
           Exhibit 3.1 to the Annual Report on Form 10-K of J.P. Morgan Chase (File No. 1-5805) for
           the year ended December 31, 2000).

 3.2       By-Laws of J.P. Morgan Chase, as amended (incorporated by reference to Exhibit 3.2 of
           the Annual Report on Form 10-K of J.P. Morgan Chase (File No. 1-5805) for the year
           ended December 31, 2000).

 4.1       Junior Subordinated Indenture, dated December 1, 1996, between J.P. Morgan Chase
           (formerly known as The Chase Manhattan Corporation) and The Bank of New York, as
           Debenture Trustee (incorporated by reference to Exhibit 4.24 to the Registration Statement
           on Form S-3 (File No. 333-19719) of J.P. Morgan Chase (formerly known as The Chase
           Manhattan Corporation).

 4.2       Certificate of Trust of J.P. Morgan Chase Capital X. **

 4.3       Certificate of Trust of J.P. Morgan Chase Capital XI. **

 4.4       Certificate of Trust of J.P. Morgan Chase Capital XII. **

 4.5       Certificate of Trust of J.P. Morgan Chase Capital XIII. **

 4.6       Form of Trust Agreement for each of J.P. Morgan Chase Capital X, J.P. Morgan Chase
           Capital XI, J.P. Morgan Chase Capital XII and J.P. Morgan Chase Capital XIII among J.P.
           Morgan Chase, as Depositor, The Bank of New York, as Property Trustee, The Bank of
           New York (Delaware), as Delaware Trustee and the Administrative Trustee named
           therein. *

 4.7       Form of Preferred Security Certificate for each of J.P. Morgan Chase Capital X, J.P.
           Morgan Chase Capital XI, J.P. Morgan Chase Capital XII and J.P. Morgan Chase Capital
           XIII (included as Exhibit D to Exhibit 4.6). *

 4.8       Form of Guarantee Agreement for each of J.P. Morgan Chase Capital X, J.P. Morgan
           Chase Capital XI, J.P. Morgan Chase Capital XII and J.P. Morgan Chase Capital XIII
           between J.P. Morgan Chase, as guarantor and The Bank of New York, as trustee. *

 5.1       Opinion of counsel as to legality of the Junior Subordinated Debentures and the
           Guarantees to be issued by J.P. Morgan Chase. *

 5.2       Opinions of special Delaware counsel as to the Preferred Securities to be issued by J.P.
           Morgan Chase Capital X, J.P. Morgan Chase Capital XI, J.P. Morgan Chase Capital XII
           and J.P. Morgan Chase Capital XIII, respectively. *

12.1       Computation of ratio of earnings to fixed charges for the period ended June 30, 2001
           (incorporated by reference to Exhibit 12(a) to the Quarterly Report on Form 10-Q for the
           quarter ended June 30, 2001 of J.P. Morgan Chase (File No. 1-5805)).

12.2       Computation of ratio of earnings to fixed charges for the period December 31, 2000
           (incorporated by reference to Exhibit 12.1 to the Annual Report on Form 10-K for the
           year ended December 31, 2000 of J.P. Morgan Chase (File No. 1-5805)).

12.3       Computation of ratio of earnings to fixed charges and preferred stock dividend
           requirements for the period ended June 30, 2001 (incorporated by reference to Exhibit
           12(b) to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2001 of J.P.
           Morgan Chase (File No. 1-5805)).
</TABLE>

                                      II-3
<PAGE>



<TABLE>
<CAPTION>
 EXHIBIT
--------
<S>        <C>
12.4       Computation of ratio of earnings to fixed charges and preferred stock dividend
           requirements for the period ended December 31, 2000 (incorporated by reference to
           Exhibit 12.2 to the Annual Report in Form 10-K for the year ended December 31, 2000 of
           J.P. Morgan Chase (File No. 1-5805)).

23.1       Consent of auditors. *

23.2       Consent of counsel to J.P. Morgan Chase (included in Exhibit 5.1). *

23.3       Consent of special Delaware counsel (included in Exhibit 5.2). *

24         Powers of Attorney. **

25.1       Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the
           Junior Subordinated Indenture. *

25.2       Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the
           Trust Agreement of J.P. Morgan Chase Capital X. *

25.3       Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the
           Trust Agreement of J.P. Morgan Chase Capital XI. *

25.4       Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the
           Trust Agreement of J.P. Morgan Chase Capital XII. *

25.5       Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the
           Trust Agreement of Chase J.P. Morgan Capital XIII. *

25.6       Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the
           Guarantee for the benefit of the holders of Preferred Securities of J.P. Morgan Chase
           Capital X. *

25.7       Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the
           Guarantee for the benefit of the holders of Preferred Securities of J.P. Morgan Chase
           Capital XI. *

25.8       Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the
           Guarantee for the benefit of the holders of Preferred Securities of J.P. Morgan Chase
           Capital XII. *

25.9       Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the
           Guarantee for the benefit of the holders of Preferred Securities of J.P. Morgan Chase
           Capital XIII. *
</TABLE>



*     Filed herewith.
**    Previously filed.


ITEM 17. UNDERTAKINGS

Each of the undersigned Registrants hereby undertakes:

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

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

      (ii) To reflect in the prospectus any facts or events arising after the
   effective date of this registration statement (or the most recent
   post-effective amendment thereto) which, individually or in the aggregate,
   represent a fundamental change in the information set forth in this
   registration statement. Notwithstanding the foregoing, any increase or
   decrease in volume of securities offered (if the total dollar value of
   securities offered would not exceed that which was


                                      II-4
<PAGE>

   registered) and any deviation from the low or high end of the estimated
   maximum offering range may be reflected in the form of prospectus filed
   with the Commission pursuant to Rule 424(b) if, in the aggregate, the
   changes in volume and price represent no more than a 20% change in the
   maximum aggregate offering price set forth in the "Calculation of
   Registration Fee" table in the effective registration statement; and


     (iii) To include any material information with respect to the plan of
   distribution not previously disclosed in this registration statement or any
   material change to such information in this registration statement;


   provided, however, that paragraphs (1)(i)and (1)(ii) do not apply if the
   information required to be included in a post-effective amendment by those
   paragraphs is contained in periodic reports filed by a Registrant pursuant
   to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
   are incorporated by reference in this Registration Statement.


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


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


     Each of the undersigned Registrants hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, as amended, each
filing of a Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.


     Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
each Registrant pursuant to the foregoing provisions, or otherwise, each
Registrant has been advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by each
Registrant of expenses incurred or paid by a director, officer or controlling
person of each Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, each Registrant will, unless
in the opinion of its counsel the matter has been settled by the controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.


                                      II-5
<PAGE>

                                  SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, as amended,
J.P. Morgan Chase certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in The City of New York, State of New York, on the 5th day of
September 2001.



                                        J.P. MORGAN CHASE & CO.


                                        By: /s/ Anthony J. Horan
                                          ------------------------------------
                                           Corporate Secretary



     Pursuant to the requirements of the Securities Act of 1933, this Amendment
has been signed below by the following persons in the capacities and on the
dates indicated.






<TABLE>
<CAPTION>
      SIGNATURE AND TITLE                      CAPACITY                        DATE
      -------------------                      --------                        ----
<S>                              <C>                                    <C>
               *                 Chairman of the Board and Director     September 5, 2001
 -----------------------
   (Douglas A. Warner III)


              *                 President, Chief Executive Officer     September 5, 2001
 -----------------------        and Director (Principal Executive
(William B. Harrison, Jr.)      Officer)


               *                 Director                               September 5, 2001
 -----------------------
     (Hans W. Becherer)


               *                 Director                               September 5, 2001
 -----------------------
     (Riley P. Bechtel)


               *                 Director                               September 5, 2001
 -----------------------
   (Frank A. Bennack, Jr.)


               *                 Director                               September 5, 2001
 -----------------------
    (Lawrence A. Bossidy)


               *                 Director                               September 5, 2001
 -----------------------
     (M. Anthony Burns)


               *                 Director                               September 5, 2001
 -----------------------
    (H. Laurance Fuller)


               *                 Director                               September 5, 2001
 -----------------------
      (Ellen V. Futter)


               *                 Director                               September 5, 2001
 -----------------------
    (William H. Gray III)


               *                 Director                               September 5, 2001
 -----------------------
     (Helene L. Kaplan)


               *                 Director                               September 5, 2001
 -----------------------
     (Lee R. Raymond)


               *                 Director                               September 5, 2001
 -----------------------
     (John R. Stafford)
</TABLE>


                                      II-6
<PAGE>



<TABLE>
<CAPTION>
    SIGNATURE AND TITLE                   CAPACITY                      DATE
    -------------------                   --------                      ----
<S>                          <C>                                 <C>
             *               Director                            September 5, 2001
 -----------------------
  (Lloyd D. Ward)


             *               Director                            September 5, 2001
 -----------------------
    (Marina v.N. Whitman)


             *               Vice Chairman Finance, Risk         September 5, 2001
 -----------------------     Management and Administration
     (Marc J. Shapiro)       (Principal Financial Officer)



             *               Executive Vice President and        September 5, 2001
 -----------------------     Controller (Principal Accounting
  (Joseph L. Sclafani)       Officer)

</TABLE>



*Anthony J. Horan hereby signs this Amendment on Form S-3 on behalf of each of
the indicated persons for whom he is attorney-in-fact on September 5, 2001
pursuant to a power of attorney filed herein.



                                        By: /s/ Anthony J. Horan
                                          ------------------------------------
                                           Anthony J. Horan

                                           Corporate Secretary

                                      II-7
<PAGE>


     Pursuant to the requirements of the Securities Act of 1933, J.P. Morgan
Chase Capital X certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-3 and has duly caused this
Amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, and State of New York on the 5th day of
September, 2001.



                                        J.P. MORGAN CHASE CAPITAL X
                                        By: J.P. Morgan Chase & Co., as
                                        Depositor


                                        By: /s/ Anthony J. Horan
                                          ------------------------------------
                                           Name: Anthony J. Horan
                                           Title: Corporate Secretary




     Pursuant to the requirements of the Securities Act of 1933, J.P. Morgan
Chase Capital XI certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-3 and has duly caused this
Amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, and State of New York on the 5th day of
September, 2001.



                                        J.P. MORGAN CHASE CAPITAL XI
                                        By: J.P. Morgan Chase & Co., as
                                        Depositor


                                        By: /s/ Anthony J. Horan
                                          ------------------------------------
                                           Name: Anthony J. Horan
                                           Title: Corporate Secretary




     Pursuant to the requirements of the Securities Act of 1933, J.P. Morgan
Chase Capital XII certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-3 and has duly caused this
Amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, and State of New York on the 5th day of
September, 2001.



                                        J.P. MORGAN CHASE CAPITAL XII
                                        By: J.P. Morgan Chase & Co., as
                                        Depositor


                                        By: /s/ Anthony J. Horan
                                          ------------------------------------
                                           Name: Anthony J. Horan
                                           Title: Corporate Secretary


     Pursuant to the requirements of the Securities Act of 1933, J.P. Morgan
Chase Capital XIII certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-3 and has duly caused this
Amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, and State of New York on the 5th day of
September, 2001.



                                        J.P. MORGAN CHASE CAPITAL XIII
                                        By: J.P. Morgan Chase & Co., as
                                        Depositor


                                        By: /s/ Anthony J. Horan
                                          ------------------------------------
                                           Name: Anthony J. Horan
                                           Title: Corporate Secretary




                                      II-8
<PAGE>

                                 EXHIBIT INDEX





<TABLE>
<CAPTION>
  EXHIBIT
  NUMBER                                         DOCUMENT DESCRIPTION
  -------                                        --------------------
<S>          <C>
   1         Form of Underwriting Agreement *

   3.1       Restated Certificate of Incorporation of J.P. Morgan Chase (incorporated by reference to
             Exhibit 3.1 to the Annual Report on Form 10-K of J.P. Morgan Chase (File No. 1-5805) for
             the year ended December 31, 2000).

   3.2       By-Laws of J.P. Morgan Chase, as amended (incorporated by reference to Exhibit 3.2 of the
             Annual Report on Form 10-K of J.P. Morgan Chase (File No. 1-5805) for the year ended
             December 31, 2000).

   4.1       Junior Subordinated Indenture, dated December 1, 1996, between J.P. Morgan Chase
             (formerly known as The Chase Manhattan Corporation) and The Bank of New York, as
             Debenture Trustee (incorporated by reference to Exhibit 4.24 to the Registration Statement
             on Form S-3 (File No. 333-19719) of J.P. Morgan Chase (formerly known as The Chase
             Manhattan Corporation).

   4.2       Certificate of Trust of J.P. Morgan Chase Capital X. **

   4.3       Certificate of Trust of J.P. Morgan Chase Capital XI. **

   4.4       Certificate of Trust of J.P. Morgan Chase Capital XII. **

   4.5       Certificate of Trust of J.P. Morgan Chase Capital XIII. **

   4.6       Form of Trust Agreement for each of J.P. Morgan Chase Capital X, J.P. Morgan Chase
             Capital XI, J.P. Morgan Chase Capital XII and J.P. Morgan Chase Capital XIII among J.P.
             Morgan Chase, as Depositor, The Bank of New York, as Property Trustee, The Bank of
             New York (Delaware), as Delaware Trustee and the Administrative Trustee named
             therein. *

   4.7       Form of Preferred Security Certificate for each of J.P. Morgan Chase Capital X, J.P. Morgan
             Chase Capital XI, J.P. Morgan Chase Capital XII and J.P. Morgan Chase Capital XIII
             (included as Exhibit D to Exhibit 4.6). *

   4.8       Form of Guarantee Agreement for each of J.P. Morgan Chase Capital X, J.P. Morgan Chase
             Capital XI, J.P. Morgan Chase Capital XII and J.P. Morgan Chase Capital XIII between J.P.
             Morgan Chase, as guarantor and The Bank of New York, as trustee. *

   5.1       Opinion of counsel as to legality of the Junior Subordinated Debentures and the
             Guarantees to be issued by J.P. Morgan Chase. *

   5.2       Opinions of special Delaware counsel as to the Preferred Securities to be issued by J.P.
             Morgan Chase Capital X, J.P. Morgan Chase Capital XI, J.P. Morgan Chase Capital XII and
             J.P. Morgan Chase Capital XIII, respectively. *

  12.1       Computation of ratio of earnings to fixed charges for the period ended June 30, 2001
             (incorporated by reference to Exhibit 12(a) to the Quarterly Report on Form 10-Q for the
             quarter ended June 30, 2001 of J.P. Morgan Chase (File No. 1-5805)).

  12.2       Computation of ratio of earnings to fixed charges for the period December 31, 2000
             (incorporated by reference to Exhibit 12.1 to the Annual Report on Form 10-K for the year
             ended December 31, 2000 of J.P. Morgan Chase (File No. 1-5805)).

  12.3       Computation of ratio of earnings to fixed charges and preferred stock dividend requirements
             for the period ended June 30, 2001 (incorporated by reference to Exhibit 12(b) to the
             Quarterly Report on Form 10-Q for the quarter ended June 30, 2001 of J.P. Morgan Chase
             (File No. 1-5805)).
</TABLE>

<PAGE>



<TABLE>
<CAPTION>
  EXHIBIT
   NUMBER                                         DOCUMENT DESCRIPTION
  -------                                         --------------------
<S>           <C>
  12.4        Computation of ratio of earnings to fixed charges and preferred stock dividend requirements
              for the period ended December 31, 2000 (incorporated by reference to Exhibit 12.2 to the
              Annual Report in Form 10-K for the year ended December 31, 2000 of J.P. Morgan Chase
              (File No. 1-5805)).

  23.1        Consent of auditors. *

  23.2        Consent of counsel to J.P. Morgan Chase (included in Exhibit 5.1). *

  23.3        Consent of special Delaware counsel (included in Exhibit 5.2). *

  24          Powers of Attorney. **

  25.1        Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the
              Junior Subordinated Indenture. *

  25.2        Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the Trust
              Agreement of J.P. Morgan Chase Capital X. *

  25.3        Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the Trust
              Agreement of J.P. Morgan Chase Capital XI. *

  25.4        Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the Trust
              Agreement of J.P. Morgan Chase Capital XII. *

  25.5        Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the Trust
              Agreement of Chase J.P. Morgan Capital XIII. *

  25.6        Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the
              Guarantee for the benefit of the holders of Preferred Securities of J.P. Morgan Chase
              Capital X. *

  25.7        Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the
              Guarantee for the benefit of the holders of Preferred Securities of J.P. Morgan Chase
              Capital XI. *

  25.8        Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the
              Guarantee for the benefit of the holders of Preferred Securities of J.P. Morgan Chase
              Capital XII. *

  25.9        Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the
              Guarantee for the benefit of the holders of Preferred Securities of J.P. Morgan Chase
              Capital XIII. *
</TABLE>


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*     Filed herewith.
**    Previously filed.



</TEXT>
</DOCUMENT>
