<DOCUMENT>
<TYPE>EX-24.(1)
<SEQUENCE>8
<FILENAME>e22886ex24_1.txt
<DESCRIPTION>POWER OF ATTORNEY
<TEXT>
                                                                    Exhibit 24.1

                               POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of JPMORGAN CHASE & CO., a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WILLIAM B.
HARRISON JR., JAMES DIMON, MICHAEL J. CAVANAGH, JOAN GUGGENHEIMER, WILLIAM H.
MCDAVID, MARK I. KLEINMAN and ANTHONY J. HORAN, and each of them severally, his
or her true and lawful attorneys-in-fact and agents, with full power to act with
or without the others and with full power of substitution and resubstitution,
for and on behalf of him or her and in his or her name, place and stead, in any
and all capacities, to perform any and all acts and do all things and to execute
any and all instruments which said attorneys-in-fact and agents and each of them
may deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933 (the "Act"), and any rules, regulations and requirements
of the Securities and Exchange Commission (the "SEC") thereunder in connection
with the filing of the accompanying registration statement under the Act for the
registration of securities of the Corporation pursuant to resolutions adopted by
the Board of Directors of the Corporation on January 18, 2005 and on September
20, 2005, authorizing the preparation and filing of a shelf registration
statement on Form S-3 pursuant to Rule 415 under the Act, for the offer and sale
of securities of the Corporation, including without limitation, (i) debt
obligations of the Corporation registered under the Act; (ii) debt obligations
of the Corporation not registered under the Act; (iii) debt obligations of one
or more offshore or domestic bank and non bank subsidiaries of the Corporation
that are guaranteed by the Corporation; (iv) any securities (or units or
combinations of securities) of a special purpose entity that are guaranteed by
the Corporation; (v) warrants to purchase any of the foregoing; (vi) warrants of
the Corporation to purchase equity securities of the Corporation or depositary
shares representing a fraction of a share of such equity securities; (vii)
warrants of the Corporation entitling the holder (a) to receive cash determined
by reference to an index or indices, or to a currency or currencies, or to an
interest rate or rates, or to any financial, economic or other measure or
instrument, including the occurrence or non occurrence of any event or
condition, or any combination of the foregoing; (b) to purchase or sell
securities of any entity other than the Corporation, or a basket of such
securities, or to purchase or sell commodities, or any combination of the
foregoing; and (viii) units consisting of one or more warrants and debt
obligations or any combination of the foregoing (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to such registration statement including without limitation, the
prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto, and, if
appropriate, a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act or any registration statement that
is filed pursuant to Rule 429 under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to sign any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, and to appear before the SEC in connection with any
matter relating thereto, hereby granting to such attorneys-in-fact and agents,
and each of them, full power to do and perform any and all acts and things
requisite and necessary to be done in connection therewith as the undersigned
might or could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.

      IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of November 30, 2005.

                                       /s/ William B. Harrison, Jr.
                                       -----------------------------------------
                                       William B. Harrison, Jr.

                                       Director, Chairman of the Board and Chief
                                         Executive Officer
                                         (Principal Executive Officer)


<PAGE>

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of JPMORGAN CHASE & CO., a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WILLIAM B.
HARRISON JR., JAMES DIMON, MICHAEL J. CAVANAGH, JOAN GUGGENHEIMER, WILLIAM H.
MCDAVID, MARK I. KLEINMAN and ANTHONY J. HORAN, and each of them severally, his
or her true and lawful attorneys-in-fact and agents, with full power to act with
or without the others and with full power of substitution and resubstitution,
for and on behalf of him or her and in his or her name, place and stead, in any
and all capacities, to perform any and all acts and do all things and to execute
any and all instruments which said attorneys-in-fact and agents and each of them
may deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933 (the "Act"), and any rules, regulations and requirements
of the Securities and Exchange Commission (the "SEC") thereunder in connection
with the filing of the accompanying registration statement under the Act for the
registration of securities of the Corporation pursuant to resolutions adopted by
the Board of Directors of the Corporation on January 18, 2005 and on September
20, 2005, authorizing the preparation and filing of a shelf registration
statement on Form S-3 pursuant to Rule 415 under the Act, for the offer and sale
of securities of the Corporation, including without limitation, (i) debt
obligations of the Corporation registered under the Act; (ii) debt obligations
of the Corporation not registered under the Act; (iii) debt obligations of one
or more offshore or domestic bank and non bank subsidiaries of the Corporation
that are guaranteed by the Corporation; (iv) any securities (or units or
combinations of securities) of a special purpose entity that are guaranteed by
the Corporation; (v) warrants to purchase any of the foregoing; (vi) warrants of
the Corporation to purchase equity securities of the Corporation or depositary
shares representing a fraction of a share of such equity securities; (vii)
warrants of the Corporation entitling the holder (a) to receive cash determined
by reference to an index or indices, or to a currency or currencies, or to an
interest rate or rates, or to any financial, economic or other measure or
instrument, including the occurrence or non occurrence of any event or
condition, or any combination of the foregoing; (b) to purchase or sell
securities of any entity other than the Corporation, or a basket of such
securities, or to purchase or sell commodities, or any combination of the
foregoing; and (viii) units consisting of one or more warrants and debt
obligations or any combination of the foregoing (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to such registration statement including without limitation, the
prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto, and, if
appropriate, a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act or any registration statement that
is filed pursuant to Rule 429 under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to sign any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, and to appear before the SEC in connection with any
matter relating thereto, hereby granting to such attorneys-in-fact and agents,
and each of them, full power to do and perform any and all acts and things
requisite and necessary to be done in connection therewith as the undersigned
might or could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.

      IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of November 30, 2005.

                                       /s/ James Dimon
                                       -----------------------------------------
                                       James Dimon

                                       Director, President and Chief Operating
                                         Officer


<PAGE>

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of JPMORGAN CHASE & CO., a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WILLIAM B.
HARRISON JR., JAMES DIMON, MICHAEL J. CAVANAGH, JOAN GUGGENHEIMER, WILLIAM H.
MCDAVID, MARK I. KLEINMAN and ANTHONY J. HORAN, and each of them severally, his
or her true and lawful attorneys-in-fact and agents, with full power to act with
or without the others and with full power of substitution and resubstitution,
for and on behalf of him or her and in his or her name, place and stead, in any
and all capacities, to perform any and all acts and do all things and to execute
any and all instruments which said attorneys-in-fact and agents and each of them
may deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933 (the "Act"), and any rules, regulations and requirements
of the Securities and Exchange Commission (the "SEC") thereunder in connection
with the filing of the accompanying registration statement under the Act for the
registration of securities of the Corporation pursuant to resolutions adopted by
the Board of Directors of the Corporation on January 18, 2005 and on September
20, 2005, authorizing the preparation and filing of a shelf registration
statement on Form S-3 pursuant to Rule 415 under the Act, for the offer and sale
of securities of the Corporation, including without limitation, (i) debt
obligations of the Corporation registered under the Act; (ii) debt obligations
of the Corporation not registered under the Act; (iii) debt obligations of one
or more offshore or domestic bank and non bank subsidiaries of the Corporation
that are guaranteed by the Corporation; (iv) any securities (or units or
combinations of securities) of a special purpose entity that are guaranteed by
the Corporation; (v) warrants to purchase any of the foregoing; (vi) warrants of
the Corporation to purchase equity securities of the Corporation or depositary
shares representing a fraction of a share of such equity securities; (vii)
warrants of the Corporation entitling the holder (a) to receive cash determined
by reference to an index or indices, or to a currency or currencies, or to an
interest rate or rates, or to any financial, economic or other measure or
instrument, including the occurrence or non occurrence of any event or
condition, or any combination of the foregoing; (b) to purchase or sell
securities of any entity other than the Corporation, or a basket of such
securities, or to purchase or sell commodities, or any combination of the
foregoing; and (viii) units consisting of one or more warrants and debt
obligations or any combination of the foregoing (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to such registration statement including without limitation, the
prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto, and, if
appropriate, a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act or any registration statement that
is filed pursuant to Rule 429 under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to sign any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, and to appear before the SEC in connection with any
matter relating thereto, hereby granting to such attorneys-in-fact and agents,
and each of them, full power to do and perform any and all acts and things
requisite and necessary to be done in connection therewith as the undersigned
might or could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.

      IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of November 30, 2005.

                                       /s/ Hans W. Becherer
                                       -----------------------------------------
                                       Hans W. Becherer

                                       Director


<PAGE>

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of JPMORGAN CHASE & CO., a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WILLIAM B.
HARRISON JR., JAMES DIMON, MICHAEL J. CAVANAGH, JOAN GUGGENHEIMER, WILLIAM H.
MCDAVID, MARK I. KLEINMAN and ANTHONY J. HORAN, and each of them severally, his
or her true and lawful attorneys-in-fact and agents, with full power to act with
or without the others and with full power of substitution and resubstitution,
for and on behalf of him or her and in his or her name, place and stead, in any
and all capacities, to perform any and all acts and do all things and to execute
any and all instruments which said attorneys-in-fact and agents and each of them
may deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933 (the "Act"), and any rules, regulations and requirements
of the Securities and Exchange Commission (the "SEC") thereunder in connection
with the filing of the accompanying registration statement under the Act for the
registration of securities of the Corporation pursuant to resolutions adopted by
the Board of Directors of the Corporation on January 18, 2005 and on September
20, 2005, authorizing the preparation and filing of a shelf registration
statement on Form S-3 pursuant to Rule 415 under the Act, for the offer and sale
of securities of the Corporation, including without limitation, (i) debt
obligations of the Corporation registered under the Act; (ii) debt obligations
of the Corporation not registered under the Act; (iii) debt obligations of one
or more offshore or domestic bank and non bank subsidiaries of the Corporation
that are guaranteed by the Corporation; (iv) any securities (or units or
combinations of securities) of a special purpose entity that are guaranteed by
the Corporation; (v) warrants to purchase any of the foregoing; (vi) warrants of
the Corporation to purchase equity securities of the Corporation or depositary
shares representing a fraction of a share of such equity securities; (vii)
warrants of the Corporation entitling the holder (a) to receive cash determined
by reference to an index or indices, or to a currency or currencies, or to an
interest rate or rates, or to any financial, economic or other measure or
instrument, including the occurrence or non occurrence of any event or
condition, or any combination of the foregoing; (b) to purchase or sell
securities of any entity other than the Corporation, or a basket of such
securities, or to purchase or sell commodities, or any combination of the
foregoing; and (viii) units consisting of one or more warrants and debt
obligations or any combination of the foregoing (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to such registration statement including without limitation, the
prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto, and, if
appropriate, a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act or any registration statement that
is filed pursuant to Rule 429 under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to sign any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, and to appear before the SEC in connection with any
matter relating thereto, hereby granting to such attorneys-in-fact and agents,
and each of them, full power to do and perform any and all acts and things
requisite and necessary to be done in connection therewith as the undersigned
might or could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.

      IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of November 30 2005.

                                       /s/ John H. Biggs
                                       -----------------------------------------
                                       John H. Biggs

                                       Director


<PAGE>

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of JPMORGAN CHASE & CO., a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WILLIAM B.
HARRISON JR., JAMES DIMON, MICHAEL J. CAVANAGH, JOAN GUGGENHEIMER, WILLIAM H.
MCDAVID, MARK I. KLEINMAN and ANTHONY J. HORAN, and each of them severally, his
or her true and lawful attorneys-in-fact and agents, with full power to act with
or without the others and with full power of substitution and resubstitution,
for and on behalf of him or her and in his or her name, place and stead, in any
and all capacities, to perform any and all acts and do all things and to execute
any and all instruments which said attorneys-in-fact and agents and each of them
may deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933 (the "Act"), and any rules, regulations and requirements
of the Securities and Exchange Commission (the "SEC") thereunder in connection
with the filing of the accompanying registration statement under the Act for the
registration of securities of the Corporation pursuant to resolutions adopted by
the Board of Directors of the Corporation on January 18, 2005 and on September
20, 2005, authorizing the preparation and filing of a shelf registration
statement on Form S-3 pursuant to Rule 415 under the Act, for the offer and sale
of securities of the Corporation, including without limitation, (i) debt
obligations of the Corporation registered under the Act; (ii) debt obligations
of the Corporation not registered under the Act; (iii) debt obligations of one
or more offshore or domestic bank and non bank subsidiaries of the Corporation
that are guaranteed by the Corporation; (iv) any securities (or units or
combinations of securities) of a special purpose entity that are guaranteed by
the Corporation; (v) warrants to purchase any of the foregoing; (vi) warrants of
the Corporation to purchase equity securities of the Corporation or depositary
shares representing a fraction of a share of such equity securities; (vii)
warrants of the Corporation entitling the holder (a) to receive cash determined
by reference to an index or indices, or to a currency or currencies, or to an
interest rate or rates, or to any financial, economic or other measure or
instrument, including the occurrence or non occurrence of any event or
condition, or any combination of the foregoing; (b) to purchase or sell
securities of any entity other than the Corporation, or a basket of such
securities, or to purchase or sell commodities, or any combination of the
foregoing; and (viii) units consisting of one or more warrants and debt
obligations or any combination of the foregoing (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to such registration statement including without limitation, the
prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto, and, if
appropriate, a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act or any registration statement that
is filed pursuant to Rule 429 under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to sign any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, and to appear before the SEC in connection with any
matter relating thereto, hereby granting to such attorneys-in-fact and agents,
and each of them, full power to do and perform any and all acts and things
requisite and necessary to be done in connection therewith as the undersigned
might or could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.

      IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of November 30, 2005.

                                       /s/ Lawrence A. Bossidy
                                       -----------------------------------------
                                       Lawrence A. Bossidy

                                       Director


<PAGE>

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of JPMORGAN CHASE & CO., a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WILLIAM B.
HARRISON JR., JAMES DIMON, MICHAEL J. CAVANAGH, JOAN GUGGENHEIMER, WILLIAM H.
MCDAVID, MARK I. KLEINMAN and ANTHONY J. HORAN, and each of them severally, his
or her true and lawful attorneys-in-fact and agents, with full power to act with
or without the others and with full power of substitution and resubstitution,
for and on behalf of him or her and in his or her name, place and stead, in any
and all capacities, to perform any and all acts and do all things and to execute
any and all instruments which said attorneys-in-fact and agents and each of them
may deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933 (the "Act"), and any rules, regulations and requirements
of the Securities and Exchange Commission (the "SEC") thereunder in connection
with the filing of the accompanying registration statement under the Act for the
registration of securities of the Corporation pursuant to resolutions adopted by
the Board of Directors of the Corporation on January 18, 2005 and on September
20, 2005, authorizing the preparation and filing of a shelf registration
statement on Form S-3 pursuant to Rule 415 under the Act, for the offer and sale
of securities of the Corporation, including without limitation, (i) debt
obligations of the Corporation registered under the Act; (ii) debt obligations
of the Corporation not registered under the Act; (iii) debt obligations of one
or more offshore or domestic bank and non bank subsidiaries of the Corporation
that are guaranteed by the Corporation; (iv) any securities (or units or
combinations of securities) of a special purpose entity that are guaranteed by
the Corporation; (v) warrants to purchase any of the foregoing; (vi) warrants of
the Corporation to purchase equity securities of the Corporation or depositary
shares representing a fraction of a share of such equity securities; (vii)
warrants of the Corporation entitling the holder (a) to receive cash determined
by reference to an index or indices, or to a currency or currencies, or to an
interest rate or rates, or to any financial, economic or other measure or
instrument, including the occurrence or non occurrence of any event or
condition, or any combination of the foregoing; (b) to purchase or sell
securities of any entity other than the Corporation, or a basket of such
securities, or to purchase or sell commodities, or any combination of the
foregoing; and (viii) units consisting of one or more warrants and debt
obligations or any combination of the foregoing (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to such registration statement including without limitation, the
prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto, and, if
appropriate, a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act or any registration statement that
is filed pursuant to Rule 429 under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to sign any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, and to appear before the SEC in connection with any
matter relating thereto, hereby granting to such attorneys-in-fact and agents,
and each of them, full power to do and perform any and all acts and things
requisite and necessary to be done in connection therewith as the undersigned
might or could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.

      IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of November 30, 2005.

                                       /s/ Stephen B. Burke
                                       -----------------------------------------
                                       Stephen B. Burke

                                       Director


<PAGE>

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of JPMORGAN CHASE & CO., a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WILLIAM B.
HARRISON JR., JAMES DIMON, MICHAEL J. CAVANAGH, JOAN GUGGENHEIMER, WILLIAM H.
MCDAVID, MARK I. KLEINMAN and ANTHONY J. HORAN, and each of them severally, his
or her true and lawful attorneys-in-fact and agents, with full power to act with
or without the others and with full power of substitution and resubstitution,
for and on behalf of him or her and in his or her name, place and stead, in any
and all capacities, to perform any and all acts and do all things and to execute
any and all instruments which said attorneys-in-fact and agents and each of them
may deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933 (the "Act"), and any rules, regulations and requirements
of the Securities and Exchange Commission (the "SEC") thereunder in connection
with the filing of the accompanying registration statement under the Act for the
registration of securities of the Corporation pursuant to resolutions adopted by
the Board of Directors of the Corporation on January 18, 2005 and on September
20, 2005, authorizing the preparation and filing of a shelf registration
statement on Form S-3 pursuant to Rule 415 under the Act, for the offer and sale
of securities of the Corporation, including without limitation, (i) debt
obligations of the Corporation registered under the Act; (ii) debt obligations
of the Corporation not registered under the Act; (iii) debt obligations of one
or more offshore or domestic bank and non bank subsidiaries of the Corporation
that are guaranteed by the Corporation; (iv) any securities (or units or
combinations of securities) of a special purpose entity that are guaranteed by
the Corporation; (v) warrants to purchase any of the foregoing; (vi) warrants of
the Corporation to purchase equity securities of the Corporation or depositary
shares representing a fraction of a share of such equity securities; (vii)
warrants of the Corporation entitling the holder (a) to receive cash determined
by reference to an index or indices, or to a currency or currencies, or to an
interest rate or rates, or to any financial, economic or other measure or
instrument, including the occurrence or non occurrence of any event or
condition, or any combination of the foregoing; (b) to purchase or sell
securities of any entity other than the Corporation, or a basket of such
securities, or to purchase or sell commodities, or any combination of the
foregoing; and (viii) units consisting of one or more warrants and debt
obligations or any combination of the foregoing (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to such registration statement including without limitation, the
prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto, and, if
appropriate, a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act or any registration statement that
is filed pursuant to Rule 429 under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to sign any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, and to appear before the SEC in connection with any
matter relating thereto, hereby granting to such attorneys-in-fact and agents,
and each of them, full power to do and perform any and all acts and things
requisite and necessary to be done in connection therewith as the undersigned
might or could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.

      IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of November 30, 2005.

                                       /s/ James S. Crown
                                       -----------------------------------------
                                       James S. Crown

                                       Director


<PAGE>

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of JPMORGAN CHASE & CO., a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WILLIAM B.
HARRISON JR., JAMES DIMON, MICHAEL J. CAVANAGH, JOAN GUGGENHEIMER, WILLIAM H.
MCDAVID, MARK I. KLEINMAN and ANTHONY J. HORAN, and each of them severally, his
or her true and lawful attorneys-in-fact and agents, with full power to act with
or without the others and with full power of substitution and resubstitution,
for and on behalf of him or her and in his or her name, place and stead, in any
and all capacities, to perform any and all acts and do all things and to execute
any and all instruments which said attorneys-in-fact and agents and each of them
may deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933 (the "Act"), and any rules, regulations and requirements
of the Securities and Exchange Commission (the "SEC") thereunder in connection
with the filing of the accompanying registration statement under the Act for the
registration of securities of the Corporation pursuant to resolutions adopted by
the Board of Directors of the Corporation on January 18, 2005 and on September
20, 2005, authorizing the preparation and filing of a shelf registration
statement on Form S-3 pursuant to Rule 415 under the Act, for the offer and sale
of securities of the Corporation, including without limitation, (i) debt
obligations of the Corporation registered under the Act; (ii) debt obligations
of the Corporation not registered under the Act; (iii) debt obligations of one
or more offshore or domestic bank and non bank subsidiaries of the Corporation
that are guaranteed by the Corporation; (iv) any securities (or units or
combinations of securities) of a special purpose entity that are guaranteed by
the Corporation; (v) warrants to purchase any of the foregoing; (vi) warrants of
the Corporation to purchase equity securities of the Corporation or depositary
shares representing a fraction of a share of such equity securities; (vii)
warrants of the Corporation entitling the holder (a) to receive cash determined
by reference to an index or indices, or to a currency or currencies, or to an
interest rate or rates, or to any financial, economic or other measure or
instrument, including the occurrence or non occurrence of any event or
condition, or any combination of the foregoing; (b) to purchase or sell
securities of any entity other than the Corporation, or a basket of such
securities, or to purchase or sell commodities, or any combination of the
foregoing; and (viii) units consisting of one or more warrants and debt
obligations or any combination of the foregoing (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to such registration statement including without limitation, the
prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto, and, if
appropriate, a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act or any registration statement that
is filed pursuant to Rule 429 under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to sign any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, and to appear before the SEC in connection with any
matter relating thereto, hereby granting to such attorneys-in-fact and agents,
and each of them, full power to do and perform any and all acts and things
requisite and necessary to be done in connection therewith as the undersigned
might or could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.

      IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of November 30, 2005.

                                       /s/ Ellen V. Futter
                                       -----------------------------------------
                                       Ellen V. Futter

                                       Director


<PAGE>

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of JPMORGAN CHASE & CO., a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WILLIAM B.
HARRISON JR., JAMES DIMON, MICHAEL J. CAVANAGH, JOAN GUGGENHEIMER, WILLIAM H.
MCDAVID, MARK I. KLEINMAN and ANTHONY J. HORAN, and each of them severally, his
or her true and lawful attorneys-in-fact and agents, with full power to act with
or without the others and with full power of substitution and resubstitution,
for and on behalf of him or her and in his or her name, place and stead, in any
and all capacities, to perform any and all acts and do all things and to execute
any and all instruments which said attorneys-in-fact and agents and each of them
may deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933 (the "Act"), and any rules, regulations and requirements
of the Securities and Exchange Commission (the "SEC") thereunder in connection
with the filing of the accompanying registration statement under the Act for the
registration of securities of the Corporation pursuant to resolutions adopted by
the Board of Directors of the Corporation on January 18, 2005 and on September
20, 2005, authorizing the preparation and filing of a shelf registration
statement on Form S-3 pursuant to Rule 415 under the Act, for the offer and sale
of securities of the Corporation, including without limitation, (i) debt
obligations of the Corporation registered under the Act; (ii) debt obligations
of the Corporation not registered under the Act; (iii) debt obligations of one
or more offshore or domestic bank and non bank subsidiaries of the Corporation
that are guaranteed by the Corporation; (iv) any securities (or units or
combinations of securities) of a special purpose entity that are guaranteed by
the Corporation; (v) warrants to purchase any of the foregoing; (vi) warrants of
the Corporation to purchase equity securities of the Corporation or depositary
shares representing a fraction of a share of such equity securities; (vii)
warrants of the Corporation entitling the holder (a) to receive cash determined
by reference to an index or indices, or to a currency or currencies, or to an
interest rate or rates, or to any financial, economic or other measure or
instrument, including the occurrence or non occurrence of any event or
condition, or any combination of the foregoing; (b) to purchase or sell
securities of any entity other than the Corporation, or a basket of such
securities, or to purchase or sell commodities, or any combination of the
foregoing; and (viii) units consisting of one or more warrants and debt
obligations or any combination of the foregoing (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to such registration statement including without limitation, the
prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto, and, if
appropriate, a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act or any registration statement that
is filed pursuant to Rule 429 under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to sign any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, and to appear before the SEC in connection with any
matter relating thereto, hereby granting to such attorneys-in-fact and agents,
and each of them, full power to do and perform any and all acts and things
requisite and necessary to be done in connection therewith as the undersigned
might or could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.

      IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of November 30, 2005.

                                       /s/ William H. Gray, III
                                       -----------------------------------------
                                       William H. Gray, III

                                       Director


<PAGE>

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of JPMORGAN CHASE & CO., a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WILLIAM B.
HARRISON JR., JAMES DIMON, MICHAEL J. CAVANAGH, JOAN GUGGENHEIMER, WILLIAM H.
MCDAVID, MARK I. KLEINMAN and ANTHONY J. HORAN, and each of them severally, his
or her true and lawful attorneys-in-fact and agents, with full power to act with
or without the others and with full power of substitution and resubstitution,
for and on behalf of him or her and in his or her name, place and stead, in any
and all capacities, to perform any and all acts and do all things and to execute
any and all instruments which said attorneys-in-fact and agents and each of them
may deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933 (the "Act"), and any rules, regulations and requirements
of the Securities and Exchange Commission (the "SEC") thereunder in connection
with the filing of the accompanying registration statement under the Act for the
registration of securities of the Corporation pursuant to resolutions adopted by
the Board of Directors of the Corporation on January 18, 2005 and on September
20, 2005, authorizing the preparation and filing of a shelf registration
statement on Form S-3 pursuant to Rule 415 under the Act, for the offer and sale
of securities of the Corporation, including without limitation, (i) debt
obligations of the Corporation registered under the Act; (ii) debt obligations
of the Corporation not registered under the Act; (iii) debt obligations of one
or more offshore or domestic bank and non bank subsidiaries of the Corporation
that are guaranteed by the Corporation; (iv) any securities (or units or
combinations of securities) of a special purpose entity that are guaranteed by
the Corporation; (v) warrants to purchase any of the foregoing; (vi) warrants of
the Corporation to purchase equity securities of the Corporation or depositary
shares representing a fraction of a share of such equity securities; (vii)
warrants of the Corporation entitling the holder (a) to receive cash determined
by reference to an index or indices, or to a currency or currencies, or to an
interest rate or rates, or to any financial, economic or other measure or
instrument, including the occurrence or non occurrence of any event or
condition, or any combination of the foregoing; (b) to purchase or sell
securities of any entity other than the Corporation, or a basket of such
securities, or to purchase or sell commodities, or any combination of the
foregoing; and (viii) units consisting of one or more warrants and debt
obligations or any combination of the foregoing (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to such registration statement including without limitation, the
prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto, and, if
appropriate, a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act or any registration statement that
is filed pursuant to Rule 429 under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to sign any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, and to appear before the SEC in connection with any
matter relating thereto, hereby granting to such attorneys-in-fact and agents,
and each of them, full power to do and perform any and all acts and things
requisite and necessary to be done in connection therewith as the undersigned
might or could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.

      IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of November 30, 2005.

                                       /s/ Laban P. Jackson, Jr.
                                       -----------------------------------------
                                       Laban P. Jackson, Jr.

                                       Director


<PAGE>

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of JPMORGAN CHASE & CO., a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WILLIAM B.
HARRISON JR., JAMES DIMON, MICHAEL J. CAVANAGH, JOAN GUGGENHEIMER, WILLIAM H.
MCDAVID, MARK I. KLEINMAN and ANTHONY J. HORAN, and each of them severally, his
or her true and lawful attorneys-in-fact and agents, with full power to act with
or without the others and with full power of substitution and resubstitution,
for and on behalf of him or her and in his or her name, place and stead, in any
and all capacities, to perform any and all acts and do all things and to execute
any and all instruments which said attorneys-in-fact and agents and each of them
may deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933 (the "Act"), and any rules, regulations and requirements
of the Securities and Exchange Commission (the "SEC") thereunder in connection
with the filing of the accompanying registration statement under the Act for the
registration of securities of the Corporation pursuant to resolutions adopted by
the Board of Directors of the Corporation on January 18, 2005 and on September
20, 2005, authorizing the preparation and filing of a shelf registration
statement on Form S-3 pursuant to Rule 415 under the Act, for the offer and sale
of securities of the Corporation, including without limitation, (i) debt
obligations of the Corporation registered under the Act; (ii) debt obligations
of the Corporation not registered under the Act; (iii) debt obligations of one
or more offshore or domestic bank and non bank subsidiaries of the Corporation
that are guaranteed by the Corporation; (iv) any securities (or units or
combinations of securities) of a special purpose entity that are guaranteed by
the Corporation; (v) warrants to purchase any of the foregoing; (vi) warrants of
the Corporation to purchase equity securities of the Corporation or depositary
shares representing a fraction of a share of such equity securities; (vii)
warrants of the Corporation entitling the holder (a) to receive cash determined
by reference to an index or indices, or to a currency or currencies, or to an
interest rate or rates, or to any financial, economic or other measure or
instrument, including the occurrence or non occurrence of any event or
condition, or any combination of the foregoing; (b) to purchase or sell
securities of any entity other than the Corporation, or a basket of such
securities, or to purchase or sell commodities, or any combination of the
foregoing; and (viii) units consisting of one or more warrants and debt
obligations or any combination of the foregoing (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to such registration statement including without limitation, the
prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto, and, if
appropriate, a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act or any registration statement that
is filed pursuant to Rule 429 under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to sign any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, and to appear before the SEC in connection with any
matter relating thereto, hereby granting to such attorneys-in-fact and agents,
and each of them, full power to do and perform any and all acts and things
requisite and necessary to be done in connection therewith as the undersigned
might or could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.

      IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of November 30, 2005.

                                       /s/ John W. Kessler
                                       -----------------------------------------
                                       John W. Kessler

                                       Director


<PAGE>

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of JPMORGAN CHASE & CO., a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WILLIAM B.
HARRISON JR., JAMES DIMON, MICHAEL J. CAVANAGH, JOAN GUGGENHEIMER, WILLIAM H.
MCDAVID, MARK I. KLEINMAN and ANTHONY J. HORAN, and each of them severally, his
or her true and lawful attorneys-in-fact and agents, with full power to act with
or without the others and with full power of substitution and resubstitution,
for and on behalf of him or her and in his or her name, place and stead, in any
and all capacities, to perform any and all acts and do all things and to execute
any and all instruments which said attorneys-in-fact and agents and each of them
may deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933 (the "Act"), and any rules, regulations and requirements
of the Securities and Exchange Commission (the "SEC") thereunder in connection
with the filing of the accompanying registration statement under the Act for the
registration of securities of the Corporation pursuant to resolutions adopted by
the Board of Directors of the Corporation on January 18, 2005 and on September
20, 2005, authorizing the preparation and filing of a shelf registration
statement on Form S-3 pursuant to Rule 415 under the Act, for the offer and sale
of securities of the Corporation, including without limitation, (i) debt
obligations of the Corporation registered under the Act; (ii) debt obligations
of the Corporation not registered under the Act; (iii) debt obligations of one
or more offshore or domestic bank and non bank subsidiaries of the Corporation
that are guaranteed by the Corporation; (iv) any securities (or units or
combinations of securities) of a special purpose entity that are guaranteed by
the Corporation; (v) warrants to purchase any of the foregoing; (vi) warrants of
the Corporation to purchase equity securities of the Corporation or depositary
shares representing a fraction of a share of such equity securities; (vii)
warrants of the Corporation entitling the holder (a) to receive cash determined
by reference to an index or indices, or to a currency or currencies, or to an
interest rate or rates, or to any financial, economic or other measure or
instrument, including the occurrence or non occurrence of any event or
condition, or any combination of the foregoing; (b) to purchase or sell
securities of any entity other than the Corporation, or a basket of such
securities, or to purchase or sell commodities, or any combination of the
foregoing; and (viii) units consisting of one or more warrants and debt
obligations or any combination of the foregoing (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to such registration statement including without limitation, the
prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto, and, if
appropriate, a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act or any registration statement that
is filed pursuant to Rule 429 under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to sign any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, and to appear before the SEC in connection with any
matter relating thereto, hereby granting to such attorneys-in-fact and agents,
and each of them, full power to do and perform any and all acts and things
requisite and necessary to be done in connection therewith as the undersigned
might or could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.

      IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of November 30, 2005.

                                       /s/ Robert I. Lipp
                                       -----------------------------------------
                                       Robert I. Lipp

                                       Director


<PAGE>

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of JPMORGAN CHASE & CO., a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WILLIAM B.
HARRISON JR., JAMES DIMON, MICHAEL J. CAVANAGH, JOAN GUGGENHEIMER, WILLIAM H.
MCDAVID, MARK I. KLEINMAN and ANTHONY J. HORAN, and each of them severally, his
or her true and lawful attorneys-in-fact and agents, with full power to act with
or without the others and with full power of substitution and resubstitution,
for and on behalf of him or her and in his or her name, place and stead, in any
and all capacities, to perform any and all acts and do all things and to execute
any and all instruments which said attorneys-in-fact and agents and each of them
may deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933 (the "Act"), and any rules, regulations and requirements
of the Securities and Exchange Commission (the "SEC") thereunder in connection
with the filing of the accompanying registration statement under the Act for the
registration of securities of the Corporation pursuant to resolutions adopted by
the Board of Directors of the Corporation on January 18, 2005 and on September
20, 2005, authorizing the preparation and filing of a shelf registration
statement on Form S-3 pursuant to Rule 415 under the Act, for the offer and sale
of securities of the Corporation, including without limitation, (i) debt
obligations of the Corporation registered under the Act; (ii) debt obligations
of the Corporation not registered under the Act; (iii) debt obligations of one
or more offshore or domestic bank and non bank subsidiaries of the Corporation
that are guaranteed by the Corporation; (iv) any securities (or units or
combinations of securities) of a special purpose entity that are guaranteed by
the Corporation; (v) warrants to purchase any of the foregoing; (vi) warrants of
the Corporation to purchase equity securities of the Corporation or depositary
shares representing a fraction of a share of such equity securities; (vii)
warrants of the Corporation entitling the holder (a) to receive cash determined
by reference to an index or indices, or to a currency or currencies, or to an
interest rate or rates, or to any financial, economic or other measure or
instrument, including the occurrence or non occurrence of any event or
condition, or any combination of the foregoing; (b) to purchase or sell
securities of any entity other than the Corporation, or a basket of such
securities, or to purchase or sell commodities, or any combination of the
foregoing; and (viii) units consisting of one or more warrants and debt
obligations or any combination of the foregoing (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to such registration statement including without limitation, the
prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto, and, if
appropriate, a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act or any registration statement that
is filed pursuant to Rule 429 under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to sign any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, and to appear before the SEC in connection with any
matter relating thereto, hereby granting to such attorneys-in-fact and agents,
and each of them, full power to do and perform any and all acts and things
requisite and necessary to be done in connection therewith as the undersigned
might or could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.

      IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of November 30, 2005.

                                       /s/ Richard A. Manoogian
                                       -----------------------------------------
                                       Richard A. Manoogian

                                       Director


<PAGE>

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of JPMORGAN CHASE & CO., a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WILLIAM B.
HARRISON JR., JAMES DIMON, MICHAEL J. CAVANAGH, JOAN GUGGENHEIMER, WILLIAM H.
MCDAVID, MARK I. KLEINMAN and ANTHONY J. HORAN, and each of them severally, his
or her true and lawful attorneys-in-fact and agents, with full power to act with
or without the others and with full power of substitution and resubstitution,
for and on behalf of him or her and in his or her name, place and stead, in any
and all capacities, to perform any and all acts and do all things and to execute
any and all instruments which said attorneys-in-fact and agents and each of them
may deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933 (the "Act"), and any rules, regulations and requirements
of the Securities and Exchange Commission (the "SEC") thereunder in connection
with the filing of the accompanying registration statement under the Act for the
registration of securities of the Corporation pursuant to resolutions adopted by
the Board of Directors of the Corporation on January 18, 2005 and on September
20, 2005, authorizing the preparation and filing of a shelf registration
statement on Form S-3 pursuant to Rule 415 under the Act, for the offer and sale
of securities of the Corporation, including without limitation, (i) debt
obligations of the Corporation registered under the Act; (ii) debt obligations
of the Corporation not registered under the Act; (iii) debt obligations of one
or more offshore or domestic bank and non bank subsidiaries of the Corporation
that are guaranteed by the Corporation; (iv) any securities (or units or
combinations of securities) of a special purpose entity that are guaranteed by
the Corporation; (v) warrants to purchase any of the foregoing; (vi) warrants of
the Corporation to purchase equity securities of the Corporation or depositary
shares representing a fraction of a share of such equity securities; (vii)
warrants of the Corporation entitling the holder (a) to receive cash determined
by reference to an index or indices, or to a currency or currencies, or to an
interest rate or rates, or to any financial, economic or other measure or
instrument, including the occurrence or non occurrence of any event or
condition, or any combination of the foregoing; (b) to purchase or sell
securities of any entity other than the Corporation, or a basket of such
securities, or to purchase or sell commodities, or any combination of the
foregoing; and (viii) units consisting of one or more warrants and debt
obligations or any combination of the foregoing (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to such registration statement including without limitation, the
prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto, and, if
appropriate, a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act or any registration statement that
is filed pursuant to Rule 429 under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to sign any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, and to appear before the SEC in connection with any
matter relating thereto, hereby granting to such attorneys-in-fact and agents,
and each of them, full power to do and perform any and all acts and things
requisite and necessary to be done in connection therewith as the undersigned
might or could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.

      IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of November 30, 2005.

                                       /s/ David C. Novak
                                       -----------------------------------------
                                       David C. Novak

                                       Director


<PAGE>

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of JPMORGAN CHASE & CO., a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WILLIAM B.
HARRISON JR., JAMES DIMON, MICHAEL J. CAVANAGH, JOAN GUGGENHEIMER, WILLIAM H.
MCDAVID, MARK I. KLEINMAN and ANTHONY J. HORAN, and each of them severally, his
or her true and lawful attorneys-in-fact and agents, with full power to act with
or without the others and with full power of substitution and resubstitution,
for and on behalf of him or her and in his or her name, place and stead, in any
and all capacities, to perform any and all acts and do all things and to execute
any and all instruments which said attorneys-in-fact and agents and each of them
may deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933 (the "Act"), and any rules, regulations and requirements
of the Securities and Exchange Commission (the "SEC") thereunder in connection
with the filing of the accompanying registration statement under the Act for the
registration of securities of the Corporation pursuant to resolutions adopted by
the Board of Directors of the Corporation on January 18, 2005 and on September
20, 2005, authorizing the preparation and filing of a shelf registration
statement on Form S-3 pursuant to Rule 415 under the Act, for the offer and sale
of securities of the Corporation, including without limitation, (i) debt
obligations of the Corporation registered under the Act; (ii) debt obligations
of the Corporation not registered under the Act; (iii) debt obligations of one
or more offshore or domestic bank and non bank subsidiaries of the Corporation
that are guaranteed by the Corporation; (iv) any securities (or units or
combinations of securities) of a special purpose entity that are guaranteed by
the Corporation; (v) warrants to purchase any of the foregoing; (vi) warrants of
the Corporation to purchase equity securities of the Corporation or depositary
shares representing a fraction of a share of such equity securities; (vii)
warrants of the Corporation entitling the holder (a) to receive cash determined
by reference to an index or indices, or to a currency or currencies, or to an
interest rate or rates, or to any financial, economic or other measure or
instrument, including the occurrence or non occurrence of any event or
condition, or any combination of the foregoing; (b) to purchase or sell
securities of any entity other than the Corporation, or a basket of such
securities, or to purchase or sell commodities, or any combination of the
foregoing; and (viii) units consisting of one or more warrants and debt
obligations or any combination of the foregoing (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to such registration statement including without limitation, the
prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto, and, if
appropriate, a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act or any registration statement that
is filed pursuant to Rule 429 under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to sign any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, and to appear before the SEC in connection with any
matter relating thereto, hereby granting to such attorneys-in-fact and agents,
and each of them, full power to do and perform any and all acts and things
requisite and necessary to be done in connection therewith as the undersigned
might or could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.

      IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of November 30, 2005.

                                       /s/ Lee R. Raymond
                                       -----------------------------------------
                                       Lee R. Raymond

                                       Director


<PAGE>

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of JPMORGAN CHASE & CO., a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WILLIAM B.
HARRISON JR., JAMES DIMON, MICHAEL J. CAVANAGH, JOAN GUGGENHEIMER, WILLIAM H.
MCDAVID, MARK I. KLEINMAN and ANTHONY J. HORAN, and each of them severally, his
or her true and lawful attorneys-in-fact and agents, with full power to act with
or without the others and with full power of substitution and resubstitution,
for and on behalf of him or her and in his or her name, place and stead, in any
and all capacities, to perform any and all acts and do all things and to execute
any and all instruments which said attorneys-in-fact and agents and each of them
may deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933 (the "Act"), and any rules, regulations and requirements
of the Securities and Exchange Commission (the "SEC") thereunder in connection
with the filing of the accompanying registration statement under the Act for the
registration of securities of the Corporation pursuant to resolutions adopted by
the Board of Directors of the Corporation on January 18, 2005 and on September
20, 2005, authorizing the preparation and filing of a shelf registration
statement on Form S-3 pursuant to Rule 415 under the Act, for the offer and sale
of securities of the Corporation, including without limitation, (i) debt
obligations of the Corporation registered under the Act; (ii) debt obligations
of the Corporation not registered under the Act; (iii) debt obligations of one
or more offshore or domestic bank and non bank subsidiaries of the Corporation
that are guaranteed by the Corporation; (iv) any securities (or units or
combinations of securities) of a special purpose entity that are guaranteed by
the Corporation; (v) warrants to purchase any of the foregoing; (vi) warrants of
the Corporation to purchase equity securities of the Corporation or depositary
shares representing a fraction of a share of such equity securities; (vii)
warrants of the Corporation entitling the holder (a) to receive cash determined
by reference to an index or indices, or to a currency or currencies, or to an
interest rate or rates, or to any financial, economic or other measure or
instrument, including the occurrence or non occurrence of any event or
condition, or any combination of the foregoing; (b) to purchase or sell
securities of any entity other than the Corporation, or a basket of such
securities, or to purchase or sell commodities, or any combination of the
foregoing; and (viii) units consisting of one or more warrants and debt
obligations or any combination of the foregoing (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to such registration statement including without limitation, the
prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto, and, if
appropriate, a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act or any registration statement that
is filed pursuant to Rule 429 under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to sign any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, and to appear before the SEC in connection with any
matter relating thereto, hereby granting to such attorneys-in-fact and agents,
and each of them, full power to do and perform any and all acts and things
requisite and necessary to be done in connection therewith as the undersigned
might or could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.

      IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of November 30, 2005.

                                       /s/ William C. Weldon
                                       -----------------------------------------
                                       William C. Weldon

                                       Director


<PAGE>

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of JPMORGAN CHASE & CO., a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WILLIAM B.
HARRISON JR., JAMES DIMON, MICHAEL J. CAVANAGH, JOAN GUGGENHEIMER, WILLIAM H.
MCDAVID, MARK I. KLEINMAN and ANTHONY J. HORAN, and each of them severally, his
or her true and lawful attorneys-in-fact and agents, with full power to act with
or without the others and with full power of substitution and resubstitution,
for and on behalf of him or her and in his or her name, place and stead, in any
and all capacities, to perform any and all acts and do all things and to execute
any and all instruments which said attorneys-in-fact and agents and each of them
may deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933 (the "Act"), and any rules, regulations and requirements
of the Securities and Exchange Commission (the "SEC") thereunder in connection
with the filing of the accompanying registration statement under the Act for the
registration of securities of the Corporation pursuant to resolutions adopted by
the Board of Directors of the Corporation on January 18, 2005 and on September
20, 2005, authorizing the preparation and filing of a shelf registration
statement on Form S-3 pursuant to Rule 415 under the Act, for the offer and sale
of securities of the Corporation, including without limitation, (i) debt
obligations of the Corporation registered under the Act; (ii) debt obligations
of the Corporation not registered under the Act; (iii) debt obligations of one
or more offshore or domestic bank and non bank subsidiaries of the Corporation
that are guaranteed by the Corporation; (iv) any securities (or units or
combinations of securities) of a special purpose entity that are guaranteed by
the Corporation; (v) warrants to purchase any of the foregoing; (vi) warrants of
the Corporation to purchase equity securities of the Corporation or depositary
shares representing a fraction of a share of such equity securities; (vii)
warrants of the Corporation entitling the holder (a) to receive cash determined
by reference to an index or indices, or to a currency or currencies, or to an
interest rate or rates, or to any financial, economic or other measure or
instrument, including the occurrence or non occurrence of any event or
condition, or any combination of the foregoing; (b) to purchase or sell
securities of any entity other than the Corporation, or a basket of such
securities, or to purchase or sell commodities, or any combination of the
foregoing; and (viii) units consisting of one or more warrants and debt
obligations or any combination of the foregoing (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to such registration statement including without limitation, the
prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto, and, if
appropriate, a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act or any registration statement that
is filed pursuant to Rule 429 under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to sign any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, and to appear before the SEC in connection with any
matter relating thereto, hereby granting to such attorneys-in-fact and agents,
and each of them, full power to do and perform any and all acts and things
requisite and necessary to be done in connection therewith as the undersigned
might or could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.

      IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of November 30, 2005.

                                    /s/ Michael J. Cavanagh
                                    --------------------------------------------
                                    Michael J. Cavanagh

                                    Executive Vice President and Chief Financial
                                      Officer
                                      (Principal Financial Officer)


<PAGE>

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of JPMORGAN CHASE & CO., a Delaware
corporation (the "Corporation"), hereby constitutes and appoints WILLIAM B.
HARRISON JR., JAMES DIMON, MICHAEL J. CAVANAGH, JOAN GUGGENHEIMER, WILLIAM H.
MCDAVID, MARK I. KLEINMAN and ANTHONY J. HORAN, and each of them severally, his
or her true and lawful attorneys-in-fact and agents, with full power to act with
or without the others and with full power of substitution and resubstitution,
for and on behalf of him or her and in his or her name, place and stead, in any
and all capacities, to perform any and all acts and do all things and to execute
any and all instruments which said attorneys-in-fact and agents and each of them
may deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933 (the "Act"), and any rules, regulations and requirements
of the Securities and Exchange Commission (the "SEC") thereunder in connection
with the filing of the accompanying registration statement under the Act for the
registration of securities of the Corporation pursuant to resolutions adopted by
the Board of Directors of the Corporation on January 18, 2005 and on September
20, 2005, authorizing the preparation and filing of a shelf registration
statement on Form S-3 pursuant to Rule 415 under the Act, for the offer and sale
of securities of the Corporation, including without limitation, (i) debt
obligations of the Corporation registered under the Act; (ii) debt obligations
of the Corporation not registered under the Act; (iii) debt obligations of one
or more offshore or domestic bank and non bank subsidiaries of the Corporation
that are guaranteed by the Corporation; (iv) any securities (or units or
combinations of securities) of a special purpose entity that are guaranteed by
the Corporation; (v) warrants to purchase any of the foregoing; (vi) warrants of
the Corporation to purchase equity securities of the Corporation or depositary
shares representing a fraction of a share of such equity securities; (vii)
warrants of the Corporation entitling the holder (a) to receive cash determined
by reference to an index or indices, or to a currency or currencies, or to an
interest rate or rates, or to any financial, economic or other measure or
instrument, including the occurrence or non occurrence of any event or
condition, or any combination of the foregoing; (b) to purchase or sell
securities of any entity other than the Corporation, or a basket of such
securities, or to purchase or sell commodities, or any combination of the
foregoing; and (viii) units consisting of one or more warrants and debt
obligations or any combination of the foregoing (the "Securities"), including
without limiting the generality of the foregoing, power and authority to sign
the name of the undersigned director or officer or both in such capacity or
capacities, to such registration statement including without limitation, the
prospectuses and prospectus supplements contained therein, and any and all
amendments, including post-effective amendments, and exhibits thereto, and, if
appropriate, a second registration statement that will become effective upon
filing pursuant to Rule 462(b) under the Act or any registration statement that
is filed pursuant to Rule 429 under the Act (the "Registration Statements") to
be filed with the SEC with respect to such Securities, and to sign any and all
instruments or documents to be filed as a part of or in connection with said
Registration Statements or any and all amendments thereto, whether such
instruments or documents are filed before or after the effective date of such
Registration Statements, and to appear before the SEC in connection with any
matter relating thereto, hereby granting to such attorneys-in-fact and agents,
and each of them, full power to do and perform any and all acts and things
requisite and necessary to be done in connection therewith as the undersigned
might or could do in person, and hereby ratifying and confirming all that said
attorneys-in-fact and agents and each of them may lawfully do or cause to be
done by virtue hereof.

      IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of November 30, 2005.

                                       /s/ Joseph L. Sclafani
                                       -----------------------------------------
                                       Joseph L. Sclafani

                                       Executive Vice President and Controller
                                         (Principal Accounting Officer)
</TEXT>
</DOCUMENT>
