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<SEC-DOCUMENT>0000891092-05-002381.txt : 20051201
<SEC-HEADER>0000891092-05-002381.hdr.sgml : 20051201
<ACCEPTANCE-DATETIME>20051201145417
ACCESSION NUMBER:		0000891092-05-002381
CONFORMED SUBMISSION TYPE:	S-3ASR
PUBLIC DOCUMENT COUNT:		8
FILED AS OF DATE:		20051201
DATE AS OF CHANGE:		20051201
EFFECTIVENESS DATE:		20051201

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			J P MORGAN CHASE & CO
		CENTRAL INDEX KEY:			0000019617
		STANDARD INDUSTRIAL CLASSIFICATION:	NATIONAL COMMERCIAL BANKS [6021]
		IRS NUMBER:				132624428
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-3ASR
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-130051
		FILM NUMBER:		051237400

	BUSINESS ADDRESS:	
		STREET 1:		270 PARK AVE
		STREET 2:		39TH FL
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10017
		BUSINESS PHONE:		2122706000

	MAIL ADDRESS:	
		STREET 1:		270 PARK AVENUE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10017

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CHASE MANHATTAN CORP /DE/
		DATE OF NAME CHANGE:	19960402

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CHEMICAL BANKING CORP
		DATE OF NAME CHANGE:	19920703

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CHEMICAL NEW YORK CORP
		DATE OF NAME CHANGE:	19880508
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-3ASR
<SEQUENCE>1
<FILENAME>e22886_s3.txt
<DESCRIPTION>FORM S-3
<TEXT>

    As filed with the Securities and Exchange Commission on December 1, 2005
                                                      Registration No. 333-
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

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

                                   ----------

                              JPMORGAN CHASE & CO.
             (Exact Name of Registrant as Specified in Its Charter)

           Delaware                                             13-2624428
(State or Other Jurisdiction of                              (I.R.S. Employer
Incorporation or Organization)                            Identification Number)

                              JPMorgan Chase & Co.
                                 270 Park Avenue
                          New York, New York 10017-2070
                                 (212) 270-6000
         (Address, Including Zip Code, and Telephone Number, Including
            Area Code, of Registrant's Principal Executive Offices)

                                   ----------

                                Anthony J. Horan
                               Corporate Secretary
                              JPMorgan Chase & Co.
                                 270 Park Avenue
                          New York, New York 10017-2070
                                 (212) 270-6000
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent For Service)

                                   ----------

                                       Copies to:            Sarah E. Beshar
    Roxane F. Reardon, Esq.       Neila B. Radin, Esq.    Davis Polk & Wardwell
Simpson Thacher & Bartlett LLP   Senior Vice President    450 Lexington Avenue
     425 Lexington Avenue             and Associate     New York, New York 10017
   New York, New York 10017          General Counsel         (212) 450-4000
                                  JPMorgan Chase & Co.
                                     270 Park Avenue
                                   New York, New York
                                       10017-2070
                                     (212) 270-6000

      Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective.

     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.[_]

- ----------

      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 this Form is a registration statement pursuant to General Instruction
I.D. or a post-effective amendment thereto that shall become effective upon
filing with the Commission pursuant to Rule 462(e) under the Securities Act,
check the following box.[X]

      If this Form is a post-effective amendment to a registration to a
registration statement filed pursuant to General Instruction I.D. filed to
register additional securities or additional classes of securities pursuant to
Rule 413(b) under the Securities Act, check the following box.[_]

                                   ----------

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
========================================================================================
                                                                 Proposed
                                                                  Maximum
                                                       Proposed  Aggregate    Amount Of
                                         Amount To Be  Maximum   Offering   Registration
Title Of Securities To Be Registered      Registered   Offering    Price        Fee
- ----------------------------------------------------------------------------------------
<S>                                         <C>         <C>         <C>          <C>
Debt securities,
  warrants(4), units(5) and
  purchase contracts...............         (1)(2)      (1)(2)      (1)(2)       (3)
========================================================================================
</TABLE>

(1)   Not applicable pursuant to Form S-3 General Instruction II (E).

(2)   Such indeterminable number or amount of debt securities, warrants, units
      and purchase contracts is being registered as may from time to time be
      issued at indeterminable prices. This Registration Statement also includes
      such indeterminable amount of debt securities as may be issued from time
      to time upon exercise of warrants being registered hereunder. This
      Registration Statement also relates to offers and sales of debt
      securities, warrants, units and purchase contracts in connection with
      market-making transactions by and through affiliates of the registrant,
      including J.P. Morgan Securities Inc.

(3)   Deferred in reliance upon Rule 456(b) and Rule 457(r), except for
      $665,574.67 that has already been paid with respect to securities that
      were previously registered pursuant to Registration Statement on Form S-3
      (No. 333-130039) filed by the Registrant on December 1, 2005, and were not
      sold thereunder. Pursuant to Rule 457(p) under the Securities Act, such
      unutilized filing fee may be applied to the filing fee payable pursuant to
      this Registration Statement.

(4)   Warrants may be issued together in units with any purchase contracts, debt
      securities issued by us, debt obligations or other securities of an entity
      affiliated or not affiliated with us or other property. Warrants may
      entitle the holder (A) to purchase debt securities registered hereby, (B)
      to receive cash determined by reference to an index or indices, (C) to
      receive cash determined by reference to currencies, (D) to receive cash
      determined by reference to interest rates, or (E)(i) to purchase or sell
      securities of an entity other than the Registrant, a basket of such
      securities or commodities, or (ii) to receive cash determined by reference
      to any other financial, economic or other measure or instrument including
      the occurrence or non-occurrence of any other event or circumstance, or
      any combination of the above.

(5)   Units may consist of one or more warrants, purchase contracts, debt
      securities issued by us, debt obligations or other securities of an entity
      affiliated or not affiliated with us, other property or any combination
      thereof.

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

<PAGE>

Prospectus

                              JPMorgan Chase [Logo]

                              JPMorgan Chase & Co.

                                 Debt Securities
                                    Warrants
                                      Units
                               Purchase Contracts

                                   ----------

      We will provide specific terms of these securities in supplements to this
prospectus. You should read this prospectus and any supplement carefully before
you invest.

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

      Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

                                    JPMorgan

                    This Prospectus is dated December 1, 2005

<PAGE>

                              ABOUT THIS PROSPECTUS

      This prospectus is part of a Registration Statement that we filed with the
Securities and Exchange Commission utilizing a "shelf" registration process.
Under this shelf process, we may, from time to time, sell any combination of the
securities described in the prospectus in one or more offerings.

      This prospectus provides you with a general description of the securities
we may offer. Each time we sell securities, we will provide a prospectus
supplement or more than one prospectus supplement, together with one or more
pricing supplements and/or product supplements (together referred to herein as a
"prospectus supplement") that will contain specific information about the terms
of the offering. The prospectus supplement may also add, update or change
information contained in this prospectus. You should read both this prospectus
and any prospectus supplement together with additional information described
under the heading "Where You Can Find More Information" beginning on page 1 of
this prospectus.

      Following the initial distribution of an offering of securities, J.P.
Morgan Securities Inc. and other affiliates of ours and, if applicable, other
third-party broker dealers may offer and sell those securities in the course of
their businesses as broker dealers. J.P. Morgan Securities Inc. and other
affiliates of ours and, if applicable, other third-party broker dealers may act
as a principal or agent in these transactions. This prospectus and the
applicable prospectus supplement will also be used in connection with those
transactions. Sales in any of those transactions will be made at varying prices
related to prevailing market prices and other circumstances at the time of sale.

      No person is authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
prospectus or the accompanying prospectus supplement, and, if given or made,
such information or representations must not be relied upon as having been
authorized. This prospectus and the accompanying prospectus supplement do not
constitute an offer to sell or the solicitation of an offer to buy any
securities other than the securities described in the accompanying prospectus
supplement or an offer to sell or the solicitation of an offer to buy such
securities in any circumstances in which such offer or solicitation is unlawful.
Neither the delivery of this prospectus or the accompanying prospectus
supplement, nor any sale made hereunder and thereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of JPMorgan Chase & Co. since the date hereof or that the information
contained or incorporated by reference herein or therein is correct as of any
time subsequent to the date of such information.


                                       i
<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

Where You Can Find More Information .......................................    1
JPMorgan Chase & Co. ......................................................    3
Consolidated Ratios of Earnings to Fixed Charges ..........................    5
Use of Proceeds ...........................................................    5
Description of Debt Securities ............................................    6
Description of Warrants ...................................................   13
Description of Units ......................................................   18
Description of Purchase Contracts .........................................   22
Forms of Securities .......................................................   24
Plan of Distribution ......................................................   28
Experts ...................................................................   31
Legal Opinions ............................................................   31
Benefit Plan Investor Considerations ......................................   31


                                   ----------

      In this prospectus, the "Company," "we," "us" and "our" refer to JPMorgan
Chase & Co. and its subsidiaries, except where the context otherwise requires or
as otherwise indicated.


                                       ii
<PAGE>

                       WHERE YOU CAN FIND MORE INFORMATION

      We file annual, quarterly and current reports, proxy statements and other
information with the Commission. You may read and copy these documents at the
Commission's public reference room at 100 F Street, N.E., Washington, D.C.
20549, and at the Commission's regional offices at Northeast Regional Office,
233 Broadway, New York, New York 10279 and Midwest Regional Office, Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of
this material can also be obtained from the Public Reference Room of the
Commission at 100 F Street, N.E., Washington, D.C. 20549 at prescribed rates.
Please call the Commission at 1-800-732-0330 for further information about the
Public Reference Room. The Commission also maintains an Internet website that
contains reports, proxy and information statements and other materials that are
filed through the Commission's Electronic Data Gathering, Analysis and Retrieval
(EDGAR) System. This website can be accessed at http://www.sec.gov. You can find
information we have filed with the Commission by reference to file number
001-05805. In addition, you may inspect our reports, proxy statements and other
information at the offices of the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005.

      This prospectus is part of a registration statement we filed with the
Commission. This prospectus omits some information contained in the registration
statement in accordance with Commission rules and regulations. You should review
the information and exhibits in the registration statement for further
information on us and our consolidated subsidiaries and the securities we are
offering. Statements in this prospectus concerning any document we filed as an
exhibit to the registration statement or that we otherwise filed with the
Commission are not intended to be comprehensive and are qualified by reference
to these filings. You should review the complete document to evaluate these
statements.

      The Commission allows us to incorporate by reference much of the
information we file with them, which means that we can disclose important
information to you by referring you to those publicly available documents. The
information that we incorporate by reference in this prospectus is considered to
be part of this prospectus. Because we are incorporating by reference future
filings with the Commission, this prospectus is continually updated and those
future filings may modify or supersede some of the information included or
incorporated in this prospectus. This means that you must look at all of the
Commission filings that we incorporate by reference to determine if any of the
statements in this prospectus or in any document previously incorporated by
reference have been modified or superseded. This prospectus incorporates by
reference the documents listed below and any future filings we make with the
Commission under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 until we complete our offering of the securities to be issued under
the registration statement or, if later, the date on which any of our affiliates
cease offering and selling these securities:

            (a) our Annual Report on Form 10-K for the year ended December 31,
      2004 (filed on March 2, 2005 and amended on June 28, 2005);

            (b) our Quarterly Reports on Form 10-Q for the quarters ended March
      31, 2005 (filed on May 5, 2005), June 30, 2005 (filed on August 8, 2005)
      and September 30, 2005 (filed on November 9, 2005); and

            (c) our Current Reports on Form 8-K filed on March 1, 2004, May 14,
      2004, July 30, 2004, August 13, 2004, January 7, 2005, January 11, 2005,
      January 19, 2005 (three reports filed, including an amendment to the Form
      8-K filed on October 1, 2004), February 1, 2005, February 28, 2005, March
      1, 2005 (three reports filed), March 16, 2005 (two reports filed), March
      17, 2005, March 21, 2005, March 23, 2005, April 11, 2005, April 20, 2005
      (four reports filed, including an amendment to the Form 8-K filed on
      October 1, 2004), April 27, 2005 (two reports filed), May 4, 2005 (two
      reports filed), May 6, 2005, May 9, 2005, May 20, 2005 (three reports
      filed), May 26, 2005, June 1, 2005, June 2, 2005, June 7, 2005, June 9,
      2005, June 13, 2005, June 15, 2005, July 6, 2005, July 14, 2005, July 20,
      2005 (three reports filed, including an amendment to the Form 8-K filed on
      October 1, 2004), August 3, 2005 (two reports filed), August 5, 2005,
      August 8, 2005, August 12, 2005, September 2, 2005, September 8, 2005 (two
      reports filed), September


                                       1
<PAGE>

      20, 2005, October 4, 2005, October 5, 2005 (two reports filed), October
      11, 2005, October 14, 2005, October 18, 2005, October 19, 2005 pursuant to
      Items 5.02 and 9.01, October 19, 2005 pursuant to Items 2.02 and 9.01
      (Exhibit 12.1 only), October 24, 2005 (two reports filed), November 3,
      2005 (two reports filed), November 4, 2005 (three reports filed), November
      8, 2005 (five reports filed), November 9, 2005, November 14, 2005,
      November 17, 2005 and November 23, 2005 (other than, in each case, those
      documents or the portions of those documents not deemed to be filed).

      You may request, at no cost to you, a copy of these documents (other than
exhibits to such documents) by writing or telephoning us at: Office of the
Secretary, JPMorgan Chase & Co., 270 Park Avenue, New York, New York 10017-2070
(Telephone: (212) 270-4040).


                                       2
<PAGE>

                              JPMORGAN CHASE & CO.

      We are a financial holding company incorporated under Delaware law in
1968. We are a leading global financial services firm and one of the largest
banking institutions in the United States, with approximately $1.2 trillion in
assets, $106 billion in stockholders' equity and operations in more than 50
countries. We are a leader in investment banking, financial services for
consumers and businesses, financial transaction processing, asset and wealth
management and private equity. Under the JPMorgan, Chase and Bank One brands, we
serve millions of customers in the United States and many of the world's most
prominent corporate, institutional and government clients.

      Our principal bank subsidiaries are JPMorgan Chase Bank, National
Association, a national banking association with branches in 17 states, and
Chase Bank USA, National Association, a national bank headquartered in Delaware
that is our credit card issuing bank. JPMorgan Chase's principal nonbank
subsidiary is J.P. Morgan Securities Inc., our U.S. investment banking firm.

      The headquarters for JPMorgan Chase is in New York City. The retail
banking business, which includes the consumer banking, small business banking
and consumer lending activities (with the exception of our credit card
business), is headquartered in Chicago. Chicago also serves as the headquarters
for the commercial banking business.

      Our activities are organized, for management reporting purposes, into six
business segments as well as Corporate. Our wholesale businesses are composed of
the Investment Bank, Commercial Banking, Treasury & Securities Services, and
Asset & Wealth Management. Our consumer businesses are composed of Retail
Financial Services and Card Services. A description of our business segments,
and the products and services they provide to their respective client bases,
follows:

Investment Bank

      The Investment Bank is one of the world's leading investment banks, as
evidenced by the breadth of its client relationships and product capabilities.
The Investment Bank has extensive relationships with corporations, financial
institutions, governments and institutional investors worldwide. The Investment
Bank provides a full range of investment banking products and services in all
major capital markets, including advising on corporate strategy and structure,
capital raising in equity and debt markets, sophisticated risk management, and
market-making in cash securities and derivative instruments. The Investment Bank
also commits JPMorgan Chase's own capital to proprietary investing and trading
activities.

Retail Financial Services

      Retail Financial Services includes Home Finance, Consumer & Small Business
Banking, Auto & Education Finance and Insurance. Through this group of
businesses, Retail Financial Services provides consumers and small businesses
with a broad range of financial products and services including deposits,
investments, loans and insurance. Home Finance is a leading provider of consumer
real estate loan products and is one of the largest originators and servicers of
home mortgages. Consumer & Small Business Banking offers one of the largest
branch networks in the United States. As of September 30, 2005, Auto & Education
Finance was the largest bank originator of automobile loans as well as a top
provider of loans for college students. Through its Insurance operations, Retail
Financial Services sells and underwrites an extensive range of financial
protection products and investment alternatives, including life insurance,
annuities and debt protection products.

Card Services

      As of September 30, 2005, Card Services was one of the largest issuers of
general purpose credit cards in the United States and one of the largest
merchant acquirers. Card Services offers a wide variety of products to satisfy
the needs of its cardmembers, including cards issued on behalf of many
well-known partners, such as major airlines, hotels, universities, retailers and
other financial institutions.


                                       3
<PAGE>

Commercial Banking

      Commercial Banking serves a variety of clients including corporations,
municipalities, financial institutions and not-for-profit entities. A local
market presence and a strong customer service model, coupled with a focus on
risk management, provide a solid infrastructure for Commercial Banking to
provide JPMorgan Chase's complete product set--lending, treasury services,
investment banking and investment management. Commercial Banking clients benefit
from JPMorgan Chase's retail branch network and commercial banking offices,
including locations in many of the top major metropolitan areas in the U.S.

Treasury & Securities Services

      Treasury & Securities Services is a global leader in providing
transaction, investment and information services to support the needs of
corporations, issuers and institutional investors worldwide. Treasury &
Securities Services is the largest cash management provider in the world and a
leading global custodian. The Treasury Services business provides clients with a
broad range of capabilities, including U.S. dollar and multi-currency clearing,
Automated Clearing House (ACH) transfers, trade, and short-term liquidity and
working capital tools. The Investor Services business provides a wide range of
capabilities, including custody, funds services, securities lending, and
performance measurement and execution products. The Institutional Trust Services
business provides trustee, depository and administrative services for debt and
equity issuers. Treasury Services partners with the Commercial Banking, Consumer
& Small Business Banking and Asset & Wealth Management businesses to serve
clients firmwide. As a result, certain Treasury Services revenues are included
in other segments' results. Treasury & Securities Services has combined the
management of the Investor Services and Institutional Trust Services businesses
under the name Worldwide Securities Services to create an integrated franchise
which will provide custody and investor services as well as securities clearance
and trust services to clients globally.

Asset & Wealth Management

      Asset & Wealth Management provides investment management to retail and
institutional investors, financial intermediaries and high-net-worth families
and individuals globally. For retail investors, Asset & Wealth Management
provides investment management products and services, including a global mutual
fund franchise, retirement plan administration and brokerage services. Asset &
Wealth Management delivers investment management to institutional investors
across all asset classes. The Private Bank and Private Client Services
businesses provide integrated wealth management services to ultra-high-net-worth
and high-net-worth clients, respectively.

Corporate

      The Corporate Sector is composed of Private Equity, Treasury and corporate
staff and other centrally managed expenses. Private Equity currently includes
JPMorgan Partners and ONE Equity Partners businesses. On March 1, 2005, we
announced that the management team of JPMorgan Partners LLC, a private equity
unit of JPMorgan Chase, will become independent when it completes the investment
of the current $6.5 billion Global Fund, which it advises. The independent
management team intends to raise a new fund as a successor to the Global Fund.
JPMorgan Chase has committed to invest 24.9% of the limited partnership
interests, up to $1 billion, in the new fund. Treasury manages the structural
interest rate risk and investment portfolio for JPMorgan Chase. The corporate
staff areas include Central Technology and Operations, Internal Audit, Executive
Office, Finance, General Services, Human Resources, Marketing & Communications,
Office of the General Counsel, Real Estate and Business Services, Risk
Management, and Strategy and Development. JPMorgan Chase's centrally managed
expenses include items such as its occupancy and pension expense, net of
allocations to the business.

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


                                       4
<PAGE>

                CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES

                                         Nine
                                        Months
                                        Ended
                                      September       Year Ended December 31,
                                         30,    --------------------------------
                                         2005   2004   2003   2002   2001   2000
                                      --------- ----   ----   ----   ----   ----
Excluding Interest on Deposits .......   1.75   1.65   2.27   1.28   1.18   1.52
Including Interest on Deposits .......   1.46   1.44   1.87   1.17   1.11   1.31

      For purposes of computing the above ratios, earnings represent net 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 proportion 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 proportion deemed representative of the interest factor)
of rents, net of income from subleases, and capitalized interest.

                                 USE OF PROCEEDS

      We will use the net proceeds we receive from the sale of the securities
offered by this prospectus and the accompanying prospectus supplement for
general corporate purposes, in connection with hedging our obligations under the
securities, or for any other purpose described in the applicable prospectus
supplement. General corporate purposes may include additions to working capital,
repayment of debt, investments in or extensions of credit to our subsidiaries,
or redemptions or repurchases of our stock. We may temporarily invest the net
proceeds or use them to repay short term debt until they are used for their
stated purpose.


                                       5
<PAGE>

                         DESCRIPTION OF DEBT SECURITIES

General

      The following description of the terms of the debt securities contains
certain general terms that may apply to the debt securities. The specific terms
of any debt securities will be described in one or more prospectus supplements
relating to those debt securities.

      The debt securities will be issued under an Indenture dated May 25, 2001,
between us and Deutsche Bank Trust Company Americas (formerly Bankers Trust
Company), as trustee. We refer to the Indenture, as may be supplemented from
time to time, as the "Indenture."

      We have summarized below the material provisions of the Indenture and the
debt securities, or indicated which material provisions will be described in the
related prospectus supplement. These descriptions are only summaries, and each
investor should refer to the Indenture, which describes completely the terms and
definitions summarized below and contains additional information regarding the
debt securities. Where appropriate, we use parentheses to refer you to the
particular sections of the Indenture. Any reference to particular sections or
defined terms of the Indenture in any statement under this heading qualifies the
entire statement and incorporates by reference the applicable section or
definition into that statement.

      The debt securities will be our direct, unsecured general obligations. The
debt securities will have the same rank in liquidation as all of our other
unsecured and unsubordinated debt.

      The Indenture does not limit the amount of debt securities that we may
issue. The Indenture provides that debt securities may be issued up to the
principal amount authorized by us from time to time (Section 2.03 of the
Indenture). The Indenture allows us to reopen a previous issue of a series of
debt securities and issue additional debt securities of that issue.

      We are a holding company and conduct substantially all of our operations
through subsidiaries. As a result, claims of holders of the debt securities will
generally have a junior position to claims of creditors of our subsidiaries,
except to the extent that we may be recognized as a creditor of those
subsidiaries. In addition, our right to participate as a shareholder in any
distribution of assets of any subsidiary (and thus the ability of holders of the
debt securities to benefit as creditors of the Company from such distribution)
is junior to creditors of that subsidiary. Claims of creditors of our
subsidiaries include:

      o     substantial amounts of long term debt;

      o     deposit liabilities;

      o     federal funds purchased;

      o     securities sold under repurchase agreements; and

      o     short term borrowings.

      In addition, various statutes and regulations restrict some of our
subsidiaries from paying dividends or making loans or advances to us. These
restrictions could prevent those subsidiaries from paying the cash to us that we
need in order to pay you. These restrictions include:

      o     the net capital requirements under the Securities Exchange Act of
            1934, as amended, and the rules of some exchanges and other
            regulatory bodies, which apply to J.P. Morgan Securities Inc. and
            other broker-dealer affiliates, and

      o     banking regulations, which apply to JPMorgan Chase Bank, National
            Association, Chase Manhattan Bank USA, National Association and
            other of our banking subsidiaries.


                                       6
<PAGE>

      We may issue debt securities from time to time in one or more series.
(Section 2.03 of the Indenture) The debt securities may be denominated and
payable in U.S. dollars or foreign currencies. (Section 2.03 of the Indenture)
We may also issue debt securities, from time to time, with the principal amount,
interest or other amounts payable on any relevant payment date to be determined
by reference to one or more currency exchange rates, securities or baskets of
securities, commodity prices, indices or any other financial, economic or other
measure or instrument, including the occurrence or non-occurrence of any event
or circumstance. In addition, we may issue debt securities as part of units
issued by us, as described in "--Description of Units" below. All references in
this prospectus, or any prospectus supplement to other amounts will include
premium, if any, other cash amounts payable under the Indenture, and the
delivery of securities or baskets of securities under the terms of the debt
securities.

      Debt securities may bear interest at a fixed rate, which may be zero, or a
floating rate.

      The prospectus supplement relating to the particular series of debt
securities being offered will specify the particular terms of, and other
information relating to, those debt securities. These terms may include:

      o     the specific designation;

      o     any limit on the aggregate principal amount and authorized
            denominations of the debt securities;

      o     the purchase price of the debt securities (expressed as a percentage
            of the principal amount thereof);

      o     the date or dates on which the principal of the debt securities will
            be payable;

      o     the interest rate or rates (including any interest rates applicable
            to overdue payments) on the debt securities, if any, or the method
            by which the calculation agent will determine those rates;

      o     if other than U.S. dollars, the currency or currencies (including
            composite currencies or currency units) in which the debt securities
            may be purchased and in which payments on the debt securities will
            be made (which currencies may be different for payments of
            principal, premium, if any, and/or interest, if any);

      o     the dates on which any interest or other amounts will be payable, if
            any;

      o     any repayment, amortization, redemption, prepayment or sinking fund
            provisions, including any redemption notice provisions;

      o     information as to the methods for determining the amount of
            principal, interest or other amounts payable on any date and/or any
            currencies, currency units, composite currencies, commodity prices,
            securities, baskets of securities, indices, baskets of indices,
            interest rates, swap rates, baskets of swap rates or any other
            factors or other financial, economic or other measure or instrument,
            including the occurrence or non-occurrence of any event or
            circumstance, to which the amount payable with respect to the
            principal, interest or other amounts, if any, of the debt securities
            on that date will be linked;

      o     any conversion or exchange provision relating to the conversion or
            exchange of the debt securities into or for securities of another
            entity;

      o     the terms on which holders of the debt securities may convert or
            exchange these securities into or for stock or other securities
            issued by another entity, any specific terms relating to the
            adjustment of the conversion or exchange feature and the period
            during which the holders may make the conversion or exchange;


                                       7
<PAGE>

      o     whether we will issue the debt securities in registered form or
            bearer form or both and, if we are offering debt securities in
            bearer form, any restrictions applicable to the exchange of one form
            for another and to the offer, sale and delivery of those debt
            securities in bearer form;

      o     the place or places for payment of the principal amount, interest or
            other amounts on the debt securities;

      o     whether we will issue the debt securities in definitive form and
            under what terms and conditions;

      o     any agents for the debt securities, including trustees,
            depositaries, authenticating or paying agents, transfer agents or
            registrars;

      o     any applicable United States federal income tax consequences,
            including, but not limited to:

            o     whether and under what circumstances we will pay additional
                  amounts on debt securities held by a person who is not a U.S.
                  person for any tax, assessment or governmental charge withheld
                  or deducted and, if so, whether we will have the option to
                  redeem those debt securities in order to avoid the obligation
                  to pay future additional amounts; and

            o     tax considerations applicable to any debt securities
                  denominated and payable in foreign currencies; and

      o     any other specific terms of the debt securities, including any
            additional events of default or covenants, and any terms required by
            or advisable under applicable laws or regulations.

      Some of the debt securities may be issued as original issue discount debt
securities (the "Original Issue Discount Securities"). Original Issue Discount
Securities bear no interest or bear interest at below market rates and will be
sold at a discount below their stated principal amount. The prospectus
supplement relating to an issue of Original Issue Discount Securities will
contain information relating to United States federal income tax, accounting,
and other special considerations applicable to Original Issue Discount
Securities.

      Holders may present debt securities for exchange or transfer, in the
manner, at the places and subject to the restrictions stated in the debt
securities and described in the applicable prospectus supplement. We will
provide these services without charge except for any tax or other governmental
charge payable in connection with these services and subject to any limitations
provided in the Indenture. (Section 2.08 of the Indenture)

      Holders may transfer debt securities in definitive bearer form and the
related coupons, if any, by delivery to the transferee. If any of the securities
are held in global form, the procedures for transfer of interests in those
securities will depend upon the procedures of the depositary for those global
securities. See "Forms of Securities."

      We will generally have no obligation to repurchase, redeem, or change the
terms of debt securities upon any event (including a change in control) that
might have an adverse effect on our credit quality.

Events of Default, Waiver, Debt Securities in Foreign Currencies

      An "Event of Default" with respect to a series of debt securities is
defined in the Indenture as:

      o     default for 30 days in the payment of interest on any debt
            securities of that series;

      o     default in payment of principal or other amounts payable on any debt
            securities of that series when due, at maturity, upon redemption, by
            declaration, or otherwise;

      o     failure by us for 90 days after notice to perform any other
            covenants or warranties contained in the Indenture applicable to
            that series;


                                       8
<PAGE>

      o     certain events of bankruptcy or reorganization of the Company; and

      o     any other event of default provided in the applicable supplemental
            indentures or form of security. (Section 5.01 of the Indenture)

      If a default in the payment of principal, interest or other amounts
payable on the debt securities, or in the performance of any covenant or
agreement, or in a manner provided in the applicable supplemental indenture or
form of security, with respect to one or more series of debt securities occurs
and is continuing, either the trustee or the holders of at least 25% in
principal amount of the debt securities of such series then outstanding, treated
as one class, may declare the principal of all outstanding debt securities of
such series and any interest accrued thereon, to be due and payable immediately.
In the case of Original Issue Discount Securities, only a specified portion of
the principal amount may be accelerated. If a default in the performance of any
covenant or agreement with respect to all series of debt securities, or due to
specified events of bankruptcy or insolvency of the Company, occurs and is
continuing, either the trustee or the holders of at least 25% in principal
amount of all debt securities then outstanding, voting as a single class, may
declare the principal of all outstanding debt securities and any interest
accrued thereon, to be due and payable immediately. In the case of Original
Issue Discount Securities, only a specified portion of the principal amount may
be accelerated. Subject to certain conditions such declarations may be annulled
and past defaults, except for uncured payment defaults on the debt securities,
may be waived by the holders of a majority in principal amount of the
outstanding debt securities of the series affected. (Sections 5.01 and 5.10 of
the Indenture)

      An Event of Default with respect to one series of debt securities does not
necessarily constitute an Event of Default with respect to any other series of
debt securities. The Indenture provides that the trustee may withhold notice to
the holders of the debt securities of any default if the trustee considers it in
the interest of the holders of the debt securities to do so. The trustee may not
withhold notice of a default in the payment of principal of, interest on or any
other amounts due under, such debt securities. (Section 5.11 of the Indenture)

      The Indenture provides that the holders of a majority in principal amount
of outstanding debt securities of any series may direct the time, method, and
place of conducting any proceeding for any remedy available to the trustee, or
exercising any trust or other power conferred on the trustee. The trustee may
decline to act if the direction is contrary to law and in certain other
circumstances set forth in the Indenture. (Section 5.09 of the Indenture) The
trustee is not obligated to exercise any of its rights or powers under the
Indenture at the request or direction of the holders of debt securities unless
the holders offer the trustee reasonable indemnity against expenses and
liabilities. (Section 6.02(d) of the Indenture)

      No holder of any debt security of any series has the right to institute
any action for remedy unless such holder has previously given to the trustee
written notice of default and the trustee has failed to take action for 60 days
after the holders of not less than 25% in principal amount of the debt
securities of such series make written request upon the trustee to institute
such action. (Section 5.06 of the Indenture)

      The Indenture requires us to file annually with the trustee a written
statement of no default, or specifying any default that exists. (Section 3.05 of
the Indenture)

      Whenever the Indenture provides for an action by, or the determination of
any of the rights of, or any distribution to, holders of debt securities, in the
absence of any provision to the contrary in the form of debt security, any
amount in respect of any debt security denominated in a currency or currency
unit other than U.S. dollars may be treated for any such action or distribution
as the amount of U.S. dollars that could reasonably be exchanged for such non
U.S. dollar amount. This amount will be calculated as of a date that we specify
to the trustee or, if we fail to specify a date, on a date that the trustee may
determine. (Section 11.11 of the Indenture)


                                       9
<PAGE>

Discharge, Defeasance and Covenant Defeasance

      Discharge of Indenture. The Indenture will cease to be of further effect
with respect to debt securities of any series, except as to rights of
registration of transfer and exchange, substitution of mutilated or defaced debt
securities, rights of holders to receive principal, interest or other amounts
payable under the debt securities, rights and immunities of the trustee and
rights of holders with respect to property deposited pursuant to the following
provisions, if at any time:

      o     the Company has paid the principal, interest or other amounts
            payable under the debt securities of such series;

      o     the Company has delivered to the trustee for cancellation all debt
            securities of such series; or

      o     the debt securities of such series not delivered to the trustee for
            cancellation have become due and payable, or will become due and
            payable within one year, or are to be called for redemption within
            one year under arrangements satisfactory to the trustee, and the
            Company has irrevocably deposited with the trustee as trust funds
            the entire amount in cash or U.S. government obligations sufficient
            to pay all amounts due with respect to such debt securities on or
            after the date of such deposit, including at maturity or upon
            redemption of all such debt securities, including principal,
            interest and other amounts. (Section 10.01 of the Indenture)

      The trustee, on demand of the Company accompanied by an Officers'
Certificate and an Opinion of Counsel and at the cost and expense of the
Company, will execute proper instruments acknowledging such satisfaction of and
discharging the Indenture with respect to such series.

      Defeasance of a Series of Securities at Any Time. We may also discharge
all of our obligations, other than as to transfers and exchanges, under any
series of debt securities at any time, which we refer to as "defeasance".

      We may be released with respect to any outstanding series of debt
securities from the obligations imposed by Article 9 of the Indenture, which
contains the covenant described below limiting consolidations, mergers and asset
sales, and elect not to comply with that provision without creating an event of
default. Discharge under these procedures is called "covenant defeasance".

      Defeasance or covenant defeasance may be effected only if, among other
things:

      o     we irrevocably deposit with the trustee cash or, in the case of debt
            securities payable only in U.S. dollars, U.S. government
            obligations, as trust funds in an amount certified to be sufficient
            to pay on each date that they become due and payable, the principal
            of, interest on, other amounts due under, and any mandatory sinking
            fund payments for, all outstanding debt securities of the series
            being defeased;

      o     we deliver to the trustee an opinion of counsel to the effect that:

            o     the beneficial owners of the series of debt securities being
                  defeased will not recognize income, gain or loss for United
                  States federal income tax purposes as a result of the
                  defeasance or covenant defeasance; and

            o     the defeasance or covenant defeasance will not otherwise alter
                  those beneficial owners' United States federal income tax
                  treatment of principal or interest payments or other amounts
                  due under the series of debt securities being defeased;

            o     in the case of a defeasance, this opinion must be based on a
                  ruling of the Internal Revenue Service or a change in United
                  States federal income tax law occurring after the date of this
                  prospectus, since that result would not occur under current
                  tax law; and


                                       10
<PAGE>

      o     such defeasance or covenant defeasance will not result in a breach
            or violation of, or constitute a default under, the Indenture or any
            other agreement or instrument to which we are a party or by which we
            are bound. (Section 10.01 of the Indenture)

Modification of the Indenture; Waiver of Compliance

      The Indenture contains provisions permitting us and the trustee to modify
the Indenture or the rights of the holders of debt securities with the consent
of the holders of not less than a majority in principal amount of each
outstanding series of debt securities affected by the modification. Each holder
of an affected debt security must consent to a modification that would:

      o     change the stated maturity date of the principal of, or of any
            installment of principal of or interest on, any debt security;

      o     reduce the principal amount of, interest on, or any other amounts
            due under any debt security;

      o     change the currency or currency unit of payment of any debt
            security;

      o     change the method in which amounts of payments of principal,
            interest or other amounts are determined on any debt security;

      o     reduce the portion of the principal amount of an Original Issue
            Discount Security payable upon acceleration of the maturity thereof;

      o     reduce any amount payable upon redemption of any debt security;

      o     impair the right of a holder to institute suit for the payment of
            or, if the debt securities provide, any right of repayment at the
            option of the holder of a debt security; or

      o     reduce the percentage of debt securities of any series, the consent
            of the holders of which is required for any modification. (Section
            8.02 of the Indenture)

      The Indenture also permits us and the trustee to amend the Indenture in
certain circumstances without the consent of the holders of debt securities to
evidence our merger, the replacement of the trustee, to effect changes which do
not affect any outstanding series of debt security, and for certain other
purposes. (Section 8.01 of the Indenture)

Consolidations, Mergers and Sales of Assets

      We may not merge or consolidate with any other corporation or sell or
convey all or substantially all of our assets to any other corporation, unless
either:

      o     we are the continuing corporation or the successor corporation is a
            United States corporation which expressly assumes the payment of the
            principal of, any interest on, or any other amounts due under the
            debt securities and the performance and observance of all the
            covenants and conditions of the Indenture binding upon us, and

      o     we or the successor corporation shall not, immediately after the
            merger or consolidation, sale or conveyance, be in default in the
            performance of any covenant or condition. (Article 9 of the
            Indenture)

      There are no covenants or other provisions in the Indenture that would
afford holders of debt securities additional protection in the event of a
recapitalization transaction, a change of control of JPMorgan Chase & Co. or a
highly leveraged transaction. The merger covenant described above would only
apply if the recapitalization transaction, change of control or highly leveraged
transaction were structured to include a merger or consolidation of JPMorgan
Chase & Co. or a sale or conveyance of all or substantially all of our assets.
However, we may provide specific protections, such as a put right or

                                       11
<PAGE>

increased interest, for particular debt securities, which we would describe in
the applicable prospectus supplement.

Concerning the Trustee, Paying Agent, Registrar and Transfer Agent

      Our subsidiaries and we have normal banking relationships with the
trustee, Deutsche Bank Trust Company Americas. Deutsche Bank Trust Company
Americas will also be the paying agent, registrar and transfer agent for the
debt securities.

Governing Law and Judgments

      The debt securities will be governed by and interpreted under the laws of
the State of New York. (Section 11.8 of the Indenture) In an action involving
debt securities denominated in a currency other than U.S. dollars, it is likely
that any judgment granted by a U.S. court would be made only in U.S. dollars.
However, a New York court should enter a judgment in the denominated currency.
Such judgment should then be converted into U.S. dollars at the rate of exchange
prevailing on the date of entry of the judgment.


                                       12
<PAGE>

                             DESCRIPTION OF WARRANTS

Offered Warrants

      We may issue warrants that are debt warrants, index warrants, currency
warrants, interest rate warrants or universal warrants. We may offer warrants
separately or together with one or more additional warrants, purchase contracts,
debt securities issued by us, debt obligations or other securities of an entity
affiliated or not affiliated with us, other property or any combination of those
securities in the form of units, as described in the applicable prospectus
supplement. If we issue warrants as part of a unit, the accompanying prospectus
supplement will specify whether those warrants may be separated from the other
securities in the unit prior to the warrants' expiration date. Universal
warrants issued in the United States may not be so separated prior to the 91st
day after the issuance of the unit, unless otherwise specified in the applicable
prospectus supplement.

      Debt Warrants. We may issue, together with debt securities or separately,
warrants for the purchase of debt securities on terms to be determined at the
time of sale. We refer to this type of warrant as a "debt warrant".

      Index Warrants. We may issue warrants entitling the holders thereof to
receive from us, upon exercise, an amount in cash determined by reference to
decreases or increases in the level of a specific index or in the levels (or
relative levels) of two or more indices or combinations of indices, which index
or indices may be based on one or more stocks, bonds or other securities, one or
more interest rates, one or more currencies or currency units, or any
combination of the foregoing. We refer to this type of warrant as an "index
warrant".

      Currency Warrants. We may also issue warrants entitling the holders
thereof to receive from us, upon exercise, an amount in cash determined by
reference to the right to purchase or the right to sell a specified amount or
specified amounts of one or more currencies or currency units or any combination
of the foregoing for a specified amount or specified amounts of one or more
different currencies or currency units or any combination of the foregoing. We
refer to this type of warrant as a "currency warrant".

      Interest Rate Warrants. We may issue warrants entitling the holders
thereof to receive from us, upon exercise, an amount in cash determined by
reference to decreases or increases in the yield or closing price of one or more
specified debt instruments or in the interest rates, interest rate swap rates,
or other rates established from time to time by one or more specified financial
institutions, or any combination of the foregoing. We refer to this type of
warrant as an "interest rate warrant".

      Universal Warrants. We may also issue warrants:

      o     to purchase or sell securities issued by us or another entity,
            securities based on the performance of such entity, securities based
            on the performance of such entity but excluding the performance of a
            particular subsidiary or subsidiaries of such entity, a basket of
            securities, any other financial, economic or other measure or
            instrument, including the occurrence or non-occurrence of any event
            or circumstance, or any combination of the above;

      o     to purchase or sell commodities; or

      o     in such other form as shall be specified in the applicable
            prospectus supplement.

      We refer to the property in the above clauses as "warrant property." We
refer to this type of warrant as a "universal warrant." We may satisfy our
obligations, if any, with respect to any universal warrants by delivering the
warrant property or, in the case of warrants to purchase or sell securities or
commodities, the cash value of the securities or commodities, as described in
the applicable prospectus supplement.


                                       13
<PAGE>

Further Information in Prospectus Supplement

      General Terms of Warrants. The applicable prospectus supplement will
contain, where applicable, the following terms of and other information relating
to the warrants:

      o     the specific designation and aggregate number of, and the price at
            which we will issue, the warrants;

      o     the currency with which the warrants may be purchased;

      o     the date on which the right to exercise the warrants will begin and
            the date on which that right will expire or, if you may not
            continuously exercise the warrants throughout that period, the
            specific date or dates on which you may exercise the warrants;

      o     whether the warrants will be issued in fully registered form or
            bearer form, in definitive or global form or in any combination of
            these forms, although, in any case, the form of a warrant included
            in a unit will correspond to the form of the unit and of any debt
            security included in that unit;

      o     any applicable United States federal income tax consequences;

      o     the identity of the warrant agent for the warrants and of any other
            depositaries, execution or paying agents, transfer agents,
            registrars, determination, or other agents;

      o     the proposed listing, if any, of the warrants or any securities
            purchasable upon exercise of the warrants on any securities
            exchange;

      o     whether the warrants are to be sold separately or with other
            securities or property as part of units; and

      o     any other terms of the warrants.

      Additional Terms of Debt Warrants. The prospectus supplement will contain,
where applicable, the following terms of and other terms and information
relating to any debt warrants:

      o     the designation, aggregate principal amount, currency and terms of
            the debt securities that may be purchased upon exercise of the debt
            warrants;

      o     if applicable, the designation and terms of the debt securities with
            which the debt warrants are issued and the number of the debt
            warrants issued with each of the debt securities;

      o     if applicable, the date on and after which the debt warrants and the
            related debt securities will be separately transferable; and

      o     the principal amount of debt securities purchasable upon exercise of
            each debt warrant, the price at which and the currency in which the
            debt securities may be purchased and the method of exercise.

      Additional Terms of Index, Currency and Interest Rate Warrants. The
applicable prospectus supplement will contain, where applicable, the following
terms of and other terms and information relating to any index, currency and
interest rate warrants:

      o     the exercise price, if any;

      o     the currency or currency unit in which the exercise price, if any,
            and the cash settlement value of such warrants is payable;

      o     the index or indices for any index warrants, which index or indices
            may be based on one or more U.S. or foreign stocks, bonds, or other
            securities, one or more U.S. or foreign interest rates, one


                                       14
<PAGE>

            or more currencies or currency units, or any combination of the
            foregoing, and may be a preexisting U.S. or foreign index or an
            index based on one or more securities, interest rates or currencies
            selected by us solely in connection with the issuance of such index
            warrants, and certain information regarding such index or indices
            and the underlying securities, interest rates or currencies
            (including, to the extent possible, the policies of the publisher of
            the index with respect to additions, deletions and substitutions of
            such securities, interest rates or currencies);

      o     for index warrants, the method of providing for a substitute index
            or indices or otherwise determining the amount payable in connection
            with the exercise of such index warrants if the index changes or
            ceases to be made available by the publisher of the index;

      o     for index warrants, any provisions permitting a holder to condition
            any exercise notice on the absence of certain specified changes in
            the Spot Value or the Base Value or Spot Amount (as defined in the
            applicable prospectus supplement) after the exercise date;

      o     the base currency and the reference currency for any currency
            warrants;

      o     the debt instrument (which may be one or more debt instruments
            issued either by the United States government or by a foreign
            government), the rate (which may be one or more interest rates or
            interest rate swap rates established from time to time by one or
            more specified financial institutions) or the other yield or price
            utilized for any interest rate warrants, and certain information
            regarding such debt instrument, rate, yield or price;

      o     the strike amount, the method of determining the spot amount and the
            method of expressing movements in the yield or closing price of the
            debt instrument or in the level of the rate as a cash amount in the
            currency in which the interest rate cash settlement value of any
            interest rate warrants is payable;

      o     whether such warrants shall be put warrants, call warrants or
            otherwise;

      o     the formula for determining the cash settlement value of each
            warrant;

      o     the circumstances, if any, under which a minimum and/or maximum
            expiration value is applicable upon the expiration of such warrants;

      o     the effect or effects, if any, of the occurrence of an Exercise
            Limitation Event or Extraordinary Event (as defined in the
            applicable prospectus supplement) and the circumstances that
            constitute such events;

      o     any minimum number of warrants which must be exercised at any one
            time, other than upon automatic exercise;

      o     the maximum number, if any, of such warrants that may, subject to
            our election, be exercised by all holders on any day;

      o     any provisions for the automatic exercise of such warrants other
            than at expiration;

      o     whether and under what circumstances such warrants may be canceled
            by us prior to the expiration date; and

      o     any other procedures and conditions relating to the exercise of such
            warrants.

      Additional Terms of Universal Warrants. The applicable prospectus
supplement will contain, where applicable, the following terms of and other
terms and information relating to any universal warrants:

      o     whether the universal warrants are put warrants or call warrants and
            whether you or we will be entitled to exercise the warrants;


                                       15
<PAGE>

      o     the specific warrant property, and the amount or the method for
            determining the amount of the warrant property, that may be
            purchased or sold upon exercise of each universal warrant;

      o     the price at which and the currency with which the underlying
            securities or commodities may be purchased or sold upon the exercise
            of each universal warrant, or the method of determining that price;

      o     whether the exercise price may be paid in cash, by the exchange of
            any other security offered with the universal warrants or both and
            the method of exercising the universal warrants; and

      o     whether the exercise of the universal warrants is to be settled in
            cash or by delivery of the underlying securities or commodities or
            both.

Significant Provisions of the Warrant Agreements

      We will issue the warrants under one or more warrant agreements to be
entered into between us and a bank or trust company, as warrant agent, in one or
more series, which will be described in the prospectus supplement for the
warrants. The forms of warrant agreements are filed as exhibits to the
registration statement. The following summaries of significant provisions of the
warrant agreements and the warrants are not intended to be comprehensive and
holders of warrants should review the detailed provisions of the relevant
warrant agreement for a full description and for other information regarding the
warrants.

      Modifications without Consent of Warrantholders. We and the warrant agent
may amend the terms of the warrants and the warrant certificates without the
consent of the holders to:

      o     cure any ambiguity,

      o     cure, correct or supplement any defective or inconsistent provision,
            or

      o     amend the terms in any other manner which we may deem necessary or
            desirable and which will not adversely affect the interests of the
            affected holders in any material respect.

      Modifications with Consent of Warrantholders. We and the warrant agent,
with the consent of the holders of not less than a majority in number of the
then outstanding unexercised warrants affected, may modify or amend the warrant
agreement. However, we and the warrant agent may not, without the consent of
each affected warrantholder:

      o     change the exercise price of the warrants;

      o     reduce the amount receivable upon exercise, cancellation or
            expiration of the warrants other than in accordance with the
            antidilution provisions or other similar adjustment provisions
            included in the terms of the warrants;

      o     shorten the period of time during which the warrants may be
            exercised;

      o     materially and adversely affect the rights of the owners of the
            warrants; or

      o     reduce the percentage of outstanding warrants the consent of whose
            owners is required for the modification of the applicable warrant
            agreement.

      Merger, Consolidation, Sale or Other Disposition. If at any time there
will be a merger or consolidation by us or a transfer of substantially all of
our assets, the successor corporation will succeed to and assume all of our
obligations under each warrant agreement and the warrant certificates. We will
then be relieved of any further obligation under each of those warrant
agreements and the warrants issued under those warrant agreements. See
"Description of Debt Securities--Consolidations, Mergers and Sales of Assets."


                                       16
<PAGE>

      Enforceability of Rights of Warrantholders. The warrant agents will act
solely as our agents in connection with the warrant certificates and will not
assume any obligation or relationship of agency or trust for or with any holders
of warrant certificates or beneficial owners of warrants. Any holder of warrant
certificates and any beneficial owner of warrants may, without the consent of
any other person, enforce by appropriate legal action, on its own behalf, its
right to exercise the warrants evidenced by the warrant certificates in the
manner provided for in that series of warrants or pursuant to the applicable
warrant agreement. No holder of any warrant certificate or beneficial owner of
any warrants will be entitled to any of the rights of a holder of the debt
securities or any other warrant property that may be purchased upon exercise of
the warrants, including, without limitation, the right to receive the payments
on those debt securities or other warrant property or to enforce any of the
covenants or rights in the relevant indenture or any other similar agreement.

      Registration and Transfer of Warrants. Subject to the terms of the
applicable warrant agreement, warrants in definitive form may be presented for
exchange and for registration of transfer, at the corporate trust office of the
warrant agent for that series of warrants, or at any other office indicated in
the prospectus supplement relating to that series of warrants, without service
charge. However, the holder will be required to pay any taxes and other
governmental charges as described in the warrant agreement. The transfer or
exchange will be effected only if the warrant agent for the series of warrants
is satisfied with the documents of title and identity of the person making the
request.

      New York Law to Govern. The warrants and each warrant agreement will be
governed by, and construed in accordance with, the laws of the State of New
York.


                                       17
<PAGE>

                              DESCRIPTION OF UNITS

General

      Units will consist of any combination of warrants, purchase contracts,
debt securities issued by us, debt obligations or other securities of an entity
affiliated or not affiliated with us or any other property. The applicable
prospectus supplement will also describe:

      o     the designation and the terms of the units and of any combination of
            warrants, purchase contracts, debt securities issued by us, debt
            obligations or other securities of an entity affiliated or not
            affiliated with us or other property constituting the units,
            including whether and under what circumstances the warrants,
            purchase contracts, debt securities issued by us, debt obligations
            or other securities of an entity affiliated or not affiliated with
            us or other property may be traded separately or as other kinds of
            units and, if purchase contracts are included in the units, whether
            holders of the units will be required to pledge any items to secure
            performance under the purchase contracts, as described in
            "--Description of Purchase Contracts--Purchase Contracts Issued as
            Part of Units--Pledge by Purchase Contract Holders to Secure
            Performance" below;

      o     any additional terms of the applicable unit agreement;

      o     any additional provisions for the issuance, payment, settlement,
            transfer or exchange of the units or of the warrants, purchase
            contracts, debt securities issued by us, debt obligations or other
            securities of an entity affiliated or not affiliated with us or
            other property constituting the units; and

      o     any applicable United States federal income tax consequences.

      The terms and conditions described under "--Description of Debt
Securities," "--Description of Warrants," "--Description of Purchase Contracts,"
and those described below under "--Significant Provisions of the Unit Agreement"
will apply to each unit and to any warrants, purchase contracts, debt securities
issued by us, debt obligations or other securities of an entity affiliated or
not affiliated with us or other property included in each unit, respectively,
unless otherwise specified in the applicable prospectus supplement.

      We will issue the units under one or more unit agreements, each referred
to as a unit agreement, to be entered into between us and a bank or trust
company, as unit agent. We may issue units in one or more series, which will be
described in the applicable prospectus supplement.

Significant Provisions of the Unit Agreement

      Remedies. The unit agent will act solely as our agent in connection with
the units governed by the unit agreement and will not assume any obligation or
relationship of agency or trust for or with any holders of units or interests in
those units. Any holder of units or interests in those units may, without the
consent of the unit agent or any other holder or beneficial owner of units,
enforce by appropriate legal action, on its own behalf, its rights under the
unit agreement. However, the holders of units or interests in those units may
only enforce their rights under the debt securities or warrants issued as parts
of those units in accordance with the terms of the Indenture and the applicable
warrant agreement.

      Obligations of Unit Holder. Under the terms of the unit agreement, each
owner of a unit:

      o     consents to and agrees to be bound by the terms of the unit
            agreement;

      o     appoints the unit agent as its authorized agent to execute, deliver
            and perform any purchase contract included in the unit in which that
            owner has an interest and to otherwise deal with that owner's
            property included in the unit; and


                                       18
<PAGE>

      o     irrevocably agrees to be a party to and be bound by the terms of any
            purchase contract included in the unit in which that owner has an
            interest.

      Assumption of Obligations by Transferee. Upon the registration of transfer
of a unit, the transferee will assume the obligations, if any, of the transferor
under any purchase contract included in the unit and under any other security
constituting that unit, and the transferor will be released from those
obligations. Under the unit agreement, we consent to the transfer of these
obligations to the transferee, to the assumption of these obligations by the
transferee and to the release of the transferor, if the transfer is made in
accordance with the provisions of the unit agreement.

      Limitation on Actions by You as an Individual Holder. No owner of any unit
will have any right under the unit agreement to institute any action or
proceeding at law or in equity or in bankruptcy or otherwise regarding the unit
agreement, or for the appointment of a trustee, receiver, liquidator, custodian
or other similar official, unless the owner will have given written notice to
the unit agent and to us of the occurrence and continuance of a default
thereunder and:

      o     in the case of an event of default under any debt securities
            included in the units or the relevant indenture, unless the
            procedures, including notice to us and the trustee, described in
            such indenture have been complied with; and

      o     in the case of a failure by us to observe or perform any of our
            obligations under the unit agreement relating to any purchase
            contracts, unless:

            o     owners of not less than 25% of the affected purchase contracts
                  have (a) requested the unit agent to institute that action or
                  proceeding in its own name as unit agent under the unit
                  agreement and (b) offered the unit agent reasonable indemnity;

            o     the unit agent has failed to institute that action or
                  proceeding within 60 days of that request by the owners
                  referred to above; and

            o     the owners of a majority of the outstanding affected units
                  have not given directions to the unit agent inconsistent with
                  those of the owners referred to above.

If these conditions have been satisfied, any owner of an affected unit may then,
but only then, institute an action or proceeding. Notwithstanding the above, the
owner of any unit or purchase contract will have the unconditional right to
purchase or sell, as the case may be, purchase contract property under the
purchase contract and to institute suit for the enforcement of that right and to
exercise such rights with respect to that owner's property included in the unit
as are specified in the prospectus supplement. Purchase contract property is
defined under "--Description of Purchase Contracts" below.

      Modification Without Consent of Holders. We and the unit agent may amend
or supplement the unit agreement and the terms of the purchase contracts and the
purchase contract certificates without the consent of the holders to:

      o     evidence the assumption by a successor of our covenants;

      o     evidence the acceptance of appointment by a successor agent or
            collateral agent;

      o     add covenants for the protection of the holders of the units;

      o     comply with the Securities Act of 1933, as amended, the Securities
            Exchange Act of 1934 or the Investment Company Act of 1940, as
            amended, or any other relevant laws;

      o     cure any ambiguity; to correct or supplement any defective or
            inconsistent provision; or

      o     amend the terms in any other manner which we may deem necessary or
            desirable and which will not adversely affect the interests of the
            affected holders of units in any material respect.


                                       19
<PAGE>

      Modification with Consent of Holders. We and the unit agent, with the
consent of the holders of not less than a majority of all series of outstanding
units affected may modify or amend the rights of the holders of the units of
each series so affected or the terms of any purchase contracts included in any
of those series of units and the terms of the unit agreement relating to the
purchase contracts of each series so affected. However, we and the unit agent
may not make the following first three modifications without the consent of the
holder of each outstanding purchase contract included in units and may not make
the following last two modifications without the consent of the holder of each
outstanding unit affected by the modification that:

      o     impair the right to institute suit for the enforcement of any
            purchase contract;

      o     materially and adversely affect the holders' rights and obligations
            under any purchase contract;

      o     reduce the percentage of purchase contracts constituting part of
            outstanding units the consent of whose owners is required for the
            modification of the provisions of the unit agreement relating to
            those purchase contracts or for the waiver of any defaults under the
            unit agreement relating to those purchase contracts;

      o     materially and adversely affect the holders' units or the terms of
            the unit agreement (other than terms related to the first three
            clauses above); or

      o     reduce the percentage of outstanding units the consent of whose
            owners is required to consent to a modification or amendment of the
            unit agreement (other than the terms related to the first three
            clauses above).

      Modifications of any debt securities issued pursuant to an indenture
included in units may only be made in accordance with the applicable indenture,
as described under "--Description of Debt Securities--Modification of the
Indenture; Waiver of Compliance." Modifications of any warrants included in
units may only be made in accordance with the terms of the applicable warrant
agreement as described under "--Description of Warrants--Significant Provisions
of the Warrant Agreement."

      Merger, Consolidation, Sale or Conveyance. The unit agreement provides
that we will not merge or consolidate with any other person and will not sell or
convey all or substantially all of our assets to any person unless:

      o     we will be the continuing corporation; or

      o     the successor corporation or person that acquires all or
            substantially all of our assets:

            o     will be a corporation organized under the laws of the United
                  States, a state of the United States or the District of
                  Columbia; and

            o     will expressly assume all of our obligations under the unit
                  agreement; and

            o     immediately after the merger, consolidation, sale or
                  conveyance, we, that person or that successor corporation will
                  not be in default in the performance of the covenants and
                  conditions of the unit agreement applicable to us.

      Replacement of Unit Certificates. We will replace any mutilated
certificate evidencing a definitive unit at the expense of the holder upon
surrender of that certificate to the unit agent. We will replace certificates
that have been destroyed, lost or stolen at the expense of the holder upon
delivery to us and the unit agent of evidence satisfactory to us and the unit
agent of the destruction, loss or theft of the certificates. In the case of a
destroyed, lost or stolen certificate, an indemnity satisfactory to the unit
agent and to us may be required at the expense of the holder of the units
evidenced by that certificate before a replacement will be issued.


                                       20
<PAGE>

      Title. We, the unit agent, the trustee, the warrant agent and any of their
agents will treat the registered owner of any unit as its owner, notwithstanding
any notice to the contrary, for all purposes.

      New York Law to Govern. The unit agreement and the units will be governed
by, and construed in accordance with, the laws of the State of New York.


                                       21
<PAGE>

                        DESCRIPTION OF PURCHASE CONTRACTS

      We may issue purchase contracts, including purchase contracts issued as
part of a unit with one or more warrants, debt securities issued by us, debt
obligations or other securities of an entity affiliated or not affiliated with
us or other property, for the purchase or sale of, or settlement in cash based
on the value of:

      o     securities issued by us or by an entity affiliated or not affiliated
            with us, a basket of those securities, an index or indices of those
            securities or any combination of the above;

      o     currencies;

      o     commodities; or

      o     other property.

      We refer to this property in the above clauses as "purchase contract
property."

      Each purchase contract will obligate the holder to purchase or sell, and
obligate us to sell or purchase, on specified dates, the purchase contract
property at a specified price or prices, or cash in lieu of such purchase
contract property, all as described in the applicable prospectus supplement. The
applicable prospectus supplement will also specify the methods by which the
holders may purchase or sell the purchase contract property and any
acceleration, cancellation or termination provisions or other provisions
relating to the settlement of a purchase contract.

Purchase Contracts Issued as Part of Units

      Purchase contracts issued as part of a unit will be governed by the terms
and provisions of a unit agreement. See "--Description of Units--Significant
Provisions of the Unit Agreement." The applicable prospectus supplement will
specify the following:

      o     whether the purchase contract obligates the holder to purchase or
            sell the purchase contract property;

      o     whether and when a purchase contract issued as part of a unit may be
            separated from the other securities constituting part of that unit
            prior to the purchase contract's settlement date;

      o     the methods by which the holders may purchase or sell the purchase
            contract property;

      o     any acceleration, cancellation or termination provisions or other
            provisions relating to the settlement of a purchase contract;

      o     whether the purchase contracts will be issued in fully registered or
            bearer form, in definitive or global form or in any combination of
            these forms, although, in any case, the form of a purchase contract
            included in a unit will correspond to the form of the unit and of
            any debt security, warrant or other security included in that unit;
            and

      o     any applicable United States federal income tax consequences.

      Settlement of Purchase Contracts. Where purchase contracts issued together
with debt securities or debt obligations as part of a unit require the holders
to buy purchase contract property, the unit agent may apply principal payments
from the debt securities or debt obligations in satisfaction of the holders
obligations under the related purchase contract as specified in the prospectus
supplement. The unit agent will not so apply the principal payments if the
holder has delivered cash to meet its obligations under the purchase contract.
To settle the purchase contract and receive the purchase contract property, the
holder must present and surrender the unit certificates at the office of the
unit agent. If a holder settles its obligations under a purchase contract that
is part of a unit in cash rather than by delivering the debt security or debt
obligation that is part of the unit, that debt security or debt obligation will
remain


                                       22
<PAGE>

outstanding, if the maturity extends beyond the relevant settlement date and, as
more fully described in the applicable prospectus supplement, the holder will
receive that debt security or debt obligation or an interest in the relevant
global debt security.

      Pledge by Purchase Contract Holders to Secure Performance. To secure the
obligations of the purchase contract holders contained in the unit agreement and
in the purchase contracts, the holders, acting through the unit agent, as their
attorney-in-fact, will assign and pledge the items in the following sentence,
which we refer to as the "pledge," to JPMorgan Chase Bank, National Association,
in its capacity as collateral agent, for our benefit. Except as otherwise
described in the applicable prospectus supplement, the pledge is a security
interest in, and a lien upon and right of set-off against, all of the holders'
right, title and interest in and to:

      o     all or any portion of the debt securities, debt obligations or other
            securities that are, or become, part of units that include the
            purchase contracts, or other property as may be specified in the
            applicable prospectus supplement, which we refer to as the "pledged
            items";

      o     all additions to and substitutions for the pledged items as may be
            permissible, if so specified in the applicable prospectus
            supplement;

      o     all income, proceeds and collections received or to be received, or
            derived or to be derived, at any time from or in connection with the
            pledged items described in the two clauses above; and

      o     all powers and rights owned or thereafter acquired under or with
            respect to the pledged items.

      The pledge constitutes collateral security for the performance when due by
each holder of its obligations under the unit agreement and the applicable
purchase contract. Except as otherwise described in the applicable prospectus
supplement, the collateral agent will forward all payments from the pledged
items to us, unless the payments have been released from the pledge in
accordance with the unit agreement. If the terms of the unit so provide, we will
use the payments received from the pledged items to satisfy the obligations of
the holder of the unit under the related purchase contract.

      Property Held in Trust by Unit Agent. If a holder fails to settle its
obligations under a purchase contract that is part of a unit and fails to
present and surrender its unit certificate to the unit agent when required, that
holder will not receive the purchase contract property. Instead, the unit agent
will hold that holder's purchase contract property, together with any
distributions, as the registered owner in trust for the benefit of the holder
until the holder presents and surrenders the certificate or provides
satisfactory evidence that the certificate has been destroyed, lost or stolen.
The unit agent or JPMorgan Chase may require an indemnity from the holder for
liabilities related to any destroyed, lost or stolen certificate. If the holder
does not present the unit certificate, or provide the necessary evidence of
destruction or loss and indemnity, on or before the second anniversary of the
settlement date of the related purchase contract, the unit agent will pay to us
the amounts it received in trust for that holder. Thereafter, the holder may
recover those amounts only from us and not the unit agent. The unit agent will
have no obligation to invest or to pay interest on any amounts it holds in trust
pending distribution.


                                       23
<PAGE>

                               FORMS OF SECURITIES

      Each debt security, warrant, purchase contract and unit will be
represented either by a certificate issued in definitive form to a particular
investor or by one or more global securities representing the entire issuance of
securities. Both certificated securities in definitive form and global
securities may be issued either (1) in registered form, where our obligation
runs to the holder of the security named on the face of the security or, if a
registry is kept, the registered owner of the note in the registry, or (2)
subject to the limitations explained below under "--Limitations on Issuance of
Bearer Securities and Bearer Debt Warrants," in bearer form, where our
obligation runs to the bearer of the security. Definitive securities name you or
your nominee as the owner of the security (other than definitive bearer
securities, which the holder thereof will be the owner), and in order to
transfer or exchange these securities or to receive payments other than interest
or other interim payments, you or your nominee must physically deliver the
securities to the trustee, registrar, paying agent or other agent, as
applicable. Registered global securities name a depositary or its nominee as the
owner of the debt securities, warrants, purchase contracts or units represented
by these global securities (other than global bearer securities, which the
holder thereof will be the owner). The depositary maintains a computerized
system that will reflect each investor's beneficial ownership of the securities
through an account maintained by the investor with its broker/dealer, bank,
trust company or other representative, as we explain more fully below.

Global Securities

      Registered Global Securities. We may issue registered debt securities,
warrants, purchase contracts and units in the form of one or more fully
registered global securities that will be deposited with a depositary or its
nominee identified in the applicable prospectus supplement and registered in the
name of that depositary or nominee. In those cases, one or more registered
global securities will be issued in a denomination or aggregate denominations
equal to the portion of the aggregate principal or face amount of the securities
to be represented by registered global securities. Unless and until it is
exchanged in whole for securities in definitive registered form, a registered
global security may not be transferred except as a whole by and among the
depositary for the registered global security, the nominees of the depositary or
any successors of the depositary or those nominees.

      If not described below, any specific terms of the depositary arrangement
with respect to any securities to be represented by a registered global security
will be described in the prospectus supplement relating to those securities. We
anticipate that the following provisions will apply to all depositary
arrangements.

      Ownership of beneficial interests in a registered global security will be
limited to persons, called participants, that have accounts with the depositary
or persons that may hold interests through participants. Upon the issuance of a
registered global security, the depositary will credit, on its book entry
registration and transfer system, the participants' accounts with the respective
principal or face amounts of the securities beneficially owned by the
participants. Any dealers, underwriters or agents participating in the
distribution of the securities will designate the accounts to be credited.
Ownership of beneficial interests in a registered global security will be shown
on, and the transfer of ownership interests will be effected only through,
records maintained by the depositary, with respect to interests of participants,
and on the records of participants, with respect to interests of persons holding
through participants. The laws of some states may require that some purchasers
of securities take physical delivery of these securities in definitive form.
These laws may impair your ability to own, transfer or pledge beneficial
interests in registered global securities.

      So long as the depositary, or its nominee, is the registered owner of a
registered global security, that depositary or its nominee, as the case may be,
will be considered the sole owner and holder of the securities represented by
the registered global security for all purposes under the applicable indenture,
warrant agreement, purchase contract or unit agreement. Except as described
below, owners of beneficial interests in a registered global security will not
be entitled to have the securities represented by the registered global security
registered in their names, will not receive or be entitled to receive physical


                                       24
<PAGE>

delivery of the securities in definitive form and will not be considered the
owners or holders of the securities under the applicable indenture, warrant
agreement, purchase contract or unit agreement. Accordingly, each person owning
a beneficial interest in a registered global security must rely on the
procedures of the depositary for that registered global security and, if that
person is not a participant, on the procedures of the participant through which
the person owns its interest, to exercise any rights of a holder under the
applicable indenture, warrant agreement, purchase contract or unit agreement. We
understand that under existing industry practices, if we request any action of
holders or if an owner of a beneficial interest in a registered global security
desires to give or take any action that a holder is entitled to give or take
under the applicable indenture, warrant agreement, purchase contract or unit
agreement, the depositary for the registered global security would authorize the
participants holding the relevant beneficial interests to give or take that
action, and the participants would authorize beneficial owners owning through
them to give or take that action or would otherwise act upon the instructions of
beneficial owners holding through them.

      Principal, interest payments on debt securities, other amounts due under
debt securities and any payments to holders with respect to warrants, purchase
contract or units, represented by a registered global security registered in the
name of a depositary or its nominee will be made to the depositary or its
nominee, as the case may be, as the registered owner of the registered global
security. None of us, the trustees, the warrant agents, the unit agents or any
of our other agents, agent of the trustees or agent of the warrant agents or
unit agents will have any responsibility or liability for any aspect of the
records relating to payments made on account of beneficial ownership interests
in the registered global security or for maintaining, supervising or reviewing
any records relating to those beneficial ownership interests.

      We expect that the depositary for any of the securities represented by a
registered global security, upon receipt of any payment of principal, interest,
other amounts or other distribution of underlying securities or other property
to holders on that registered global security, will immediately credit
participants' accounts in amounts proportionate to their respective beneficial
interests in that registered global security as shown on the records of the
depositary. We also expect that payments by participants to owners of beneficial
interests in a registered global security held through participants will be
governed by standing customer instructions and customary practices, as is now
the case with the securities held for the accounts of customers registered in
"street name," and will be the responsibility of those participants.

      If the depositary for any of these securities represented by a registered
global security is at any time unwilling or unable to continue as depositary or
ceases to be a clearing agency registered under the Securities Exchange Act of
1934, and a successor depositary registered as a clearing agency under the
Securities Exchange Act of 1934 is not appointed by us within 90 days, we will
issue securities in definitive form in exchange for the registered global
security that had been held by the depositary. In addition, the indenture
permits us at any time and in our sole discretion to decide not to have any of
the securities represented by one or more registered global securities. However,
The Depository Trust Company, New York, New York has advised us that, under its
current practices, it would notify its participants of our request, but will
only withdraw beneficial interests from the global securities at the request of
each DTC participant. We will issue securities in definitive form in exchange
for the registered global security or all the securities representing those
securities. Any securities issued in definitive form in exchange for a
registered global security will be registered in the name or names that the
depositary gives to the relevant trustee, warrant agent, unit agent or other
relevant agent of ours or theirs. It is expected that the depositary's
instructions will be based upon directions received by the depositary from
participants with respect to ownership of beneficial interests in the registered
global security that had been held by the depositary.

      Bearer Global Securities. The securities may also be issued in the form of
one or more bearer global securities that will be deposited with a common
depositary for the Euroclear System and Clearstream Banking, societe anonyme or
with a nominee for the depositary identified in the prospectus supplement
relating to those securities. The specific terms and procedures, including the
specific terms of the depositary arrangement, with respect to any securities to
be represented by a bearer global security will be described in the prospectus
supplement relating to those securities.


                                       25
<PAGE>

Limitations on Issuance of Bearer Securities and Bearer Debt Warrants

      In compliance with United States federal income tax laws and regulations,
bearer securities, including bearer securities in global form, and bearer debt
warrants will not be offered, sold, resold or delivered, directly or indirectly,
in the United States or its possessions or to United States persons, as defined
below, except as otherwise permitted by United States Treasury Regulations
Section 1.163-5(c)(2)(i)(D). Any underwriters, agents or dealers participating
in the offerings of bearer securities or bearer debt warrants, directly or
indirectly, must agree that:

      o     they will not, in connection with the original issuance of any
            bearer securities or during the restricted period, as defined in
            United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)
            which we refer to as the "restricted period," offer, sell, resell or
            deliver, directly or indirectly, any bearer securities in the United
            States or its possessions or to United States persons, other than as
            permitted by the applicable Treasury Regulations described above,
            and

      o     they will not, at any time, offer, sell, resell or deliver, directly
            or indirectly, any bearer debt warrants in the United States or its
            possessions or to United States persons, other than as permitted by
            the applicable Treasury Regulations described above.

      In addition, any underwriters, agents or dealers must have procedures
reasonably designed to ensure that their employees or agents who are directly
engaged in selling bearer securities or bearer debt warrants are aware of the
above restrictions on the offering, sale, resale or delivery of bearer
securities or bearer debt warrants.

      Bearer securities, other than temporary global debt securities and bearer
securities that satisfy the requirements of United States Treasury Regulations
Section 1.163-5(c)(2)(i)(D)(3)(iii) and any coupons appertaining thereto will
not be delivered in permanent global form or definitive bearer form, and no
interest will be paid thereon, unless we have received a signed certificate in
writing, or an electronic certificate described in United States Treasury
Regulations Section 1.163-5(c)(2)(i)(D)(3)(ii), stating that on the date of that
certificate the relevant interest in the bearer security:

      o     is owned by a person that is not a United States person;

      o     is owned by a United States person that (a) is a foreign branch of a
            United States financial institution, as defined in applicable United
            States Treasury Regulations, which we refer to as a "financial
            institution," purchasing for its own account or for resale, or (b)
            is acquiring the bearer security through a foreign branch of a
            United States financial institution and who holds the bearer
            security through that financial institution through that date, and
            in either case (a) or (b) above, each of those United States
            financial institutions agrees, on its own behalf or through its
            agent, that it will comply with the requirements of Section
            165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986 and
            the Treasury Regulations thereunder; or

      o     is owned by a United States or foreign financial institution for the
            purposes of resale during the restricted period and, whether or not
            also described in the first or second clause above, the financial
            institution certifies that it has not acquired the bearer security
            for purposes of resale directly or indirectly to a United States
            person or to a person within the United States or its possessions.

      We will not issue bearer debt warrants in definitive form.

      We will make payments on bearer securities and bearer debt warrants only
outside the United States and its possessions except as permitted by the above
Treasury Regulations.

      Bearer securities, other than temporary global securities, and any coupons
or talons issued with bearer securities will bear the following legend: "Any
United States person who holds this obligation will be subject to limitations
under the United States income tax laws, including the limitations provided in
sections 165(j) and 1287(a) of the Internal Revenue Code." The sections referred
to in this legend provide


                                       26
<PAGE>

that, with exceptions, a United States person will not be permitted to deduct
any loss, and will not be eligible for capital gain treatment with respect to
any gain realized on the sale, exchange or redemption of that bearer security or
coupon.

      As used in this section, the term bearer securities includes bearer
securities that are part of units and the term bearer debt warrants includes
bearer debt warrants that are part of units. As used herein, the term "United
States person" means a citizen or resident of the United States for United
States federal income tax purposes, a corporation or partnership, including an
entity treated as a corporation or partnership for United States federal income
tax purposes, created or organized in or under the laws of the United States, or
any state of the United States or the District of Columbia, or an estate or
trust the income of which is subject to United States federal income taxation
regardless of its source. As used herein, "United States" means the United
States of America (including the states thereof and the District of Columbia)
and "its possessions" include Puerto Rico, the U.S. Virgin Islands, Guam,
American Samoa, Wake Island and the Northern Mariana Islands.

Form of Securities Included in Units

      The form of any warrant included in a unit will correspond to the form of
the unit and of any other security included in that unit.


                                       27
<PAGE>

                              PLAN OF DISTRIBUTION

      We may sell the debt securities, warrants, units or purchase contracts:

      o     through agents;

      o     through underwriters;

      o     through dealers; and

      o     directly to purchasers, any of whom may be customers of, engage in
            transactions with, or perform services for, the Company in the
            ordinary course of business.

      If we offer and sell securities through an agent, that agent will be
named, and any commissions payable to that agent by us, will be set forth in the
prospectus supplement. Any agent will be acting on a best efforts basis for the
period of its appointment which will usually be five business days or less. An
agent may be deemed to be an underwriter under the federal securities laws.

      If underwriters are used in the sale of the securities, we will sign an
underwriting agreement with them. The underwriting agreement will provide that
the obligations of the underwriters are subject to certain conditions and that
the underwriters will be obligated to purchase all of the securities if any are
purchased. Underwriters will buy the securities for their own account and may
resell them from time to time in one or more transactions, including negotiated
transactions, at fixed public offering prices or at varying prices determined at
the time of sale. Securities may be offered to the public either through
underwriting syndicates represented by managing underwriters, or directly by the
managing underwriters. The name of the managing underwriter or underwriters, as
well as any other underwriters, and the terms of the transaction, including
compensation of the underwriters and dealers, if any, will be set forth in the
prospectus supplement. The underwriters named in the prospectus supplement will
be the only underwriters for the securities offered by that prospectus
supplement.

      If a dealer is utilized in the sale of securities, we will sell those
securities to the dealer, as principal. The dealer may resell those securities
to the public at varying prices to be determined by the dealer at the time of
resale. A dealer may be deemed to be an underwriter of those securities under
the securities laws. The name of the dealer and the terms of the transaction
will be set forth in the prospectus supplement.

      Our net proceeds will be the purchase price in the case of sales to a
dealer, the public offering price less discount in the case of sales to an
underwriter or the purchase price less commission in the case of sales through
an agent -- in each case, less other expenses attributable to issuance and
distribution.

      In order to facilitate the offering of these securities, the underwriters
may engage in transactions that stabilize, maintain or otherwise affect the
price of these securities or any other securities the prices of which may be
used to determine payments on these securities. Specifically, the underwriters
may sell more securities than they are obligated to purchase in connection with
the offering, creating a short position for their own accounts. A short sale is
covered if the short position is no greater than the number or amount of
securities available for purchase by the underwriters under any overallotment
option. The underwriters can close out a covered short sale by exercising the
overallotment option or purchasing these securities in the open market. In
determining the source of securities to close out a covered short sale, the
underwriters will consider, among other things, the open market price of these
securities compared to the price available under the overallotment option. The
underwriters may also sell these securities or any other securities in excess of
the overallotment option, creating a naked short position. The underwriters must
close out any naked short position by purchasing securities in the open market.
A naked short position is more likely to be created if the underwriters are
concerned that there may be downward pressure on the price of these securities
in the open market after pricing that could adversely affect investors who
purchase in the offering. As an additional means of facilitating the offering,
the underwriters may bid for, and purchase, these securities or any other
securities in the open market to


                                       28
<PAGE>

stabilize the price of these securities or of any other securities. Finally, in
any offering of the securities through a syndicate of underwriters, the
underwriting syndicate may also reclaim selling concessions allowed to an
underwriter or a dealer for distributing these securities in the offering, if
the syndicate repurchases previously distributed securities to cover syndicate
short positions or to stabilize the price of these securities. Any of these
activities may raise or maintain the market price of these securities above
independent market levels or prevent or retard a decline in the market price of
these securities. The underwriters are not required to engage in these
activities, and may end any of these activities at any time.

      We may agree to indemnify agents, underwriters, or dealers against certain
liabilities, including liabilities under the securities laws, or to contribute
to payments that agents, underwriters, or dealers may be required to make.
Agents, underwriters and dealers may be customers of, engage in transactions
with or perform services for us in the ordinary course of business.

      We may directly solicit offers to purchase securities, and we may sell
securities directly to institutional investors or others, who may be deemed to
be underwriters within the meaning of the securities laws. The terms of any such
sales will be described in the prospectus supplement.

      We may enter into derivative or other hedging transactions with financial
institutions. These financial institutions may in turn engage in sales of
securities to hedge their position, deliver this prospectus in connection with
some or all of those sales and use the securities covered by this prospectus to
close out any loan of securities or short position created in connection with
those sales. We may also sell securities short using this prospectus and deliver
securities covered by this prospectus to close out any loan of securities or
such short positions, or loan or pledge securities to financial institutions
that in turn may sell the securities using this prospectus. We may pledge or
grant a security interest in some or all of the securities covered by this
prospectus to support a derivative or hedging position or other obligation and,
if we default in the performance of our obligations, the pledgees or secured
parties may offer and sell the securities from time to time pursuant to this
prospectus.

      We may loan or pledge securities to a financial institution or other third
party that in turn may sell the securities using this prospectus. Such financial
institution or third party may transfer its short position to investors in our
securities or in connection with a simultaneous offering of other securities
offered by this prospectus.

      If so indicated in the applicable prospectus supplement, one or more
firms, including J.P. Morgan Securities Inc., which we refer to as "remarketing
firms," may also offer or sell the securities in connection with a remarketing
arrangement upon their purchase. Remarketing firms may act as principals for
their own accounts or as agents for us. These remarketing firms will offer or
sell the securities in accordance with a redemption or repayment pursuant to the
terms of the securities. The prospectus supplement will identify any remarketing
firm and the terms of its agreement, if any, with us and will describe the
remarketing firm's compensation. Remarketing firms may be deemed to be
underwriters in connection with the securities they remarket. Remarketing firms
may be entitled under agreements that may be entered into with us to
indemnification by us against certain civil liabilities, including liabilities
under the Securities Act of 1933, as amended, and may be customers of, engage in
transactions with or perform services for us in the ordinary course of business.

      We may authorize agents, underwriters, and dealers to solicit offers by
certain institutions to purchase the securities from us at the public offering
price stated in the prospectus supplement pursuant to delayed delivery contracts
providing for payment and delivery on a specified date in the future and on
terms described in the prospectus supplement. These contracts will be subject to
only those conditions described in the prospectus supplement, and the prospectus
supplement will state the commission payable for solicitation of these offers.
Institutions with whom delayed delivery contracts may be made include commercial
and savings banks, insurance companies, pension funds, investment companies,
educational and charitable institutions, and other institutions but shall in all
cases be institutions which we have approved.


                                       29
<PAGE>

      These contracts will be subject only to the conditions that:

      o     the underwriters purchase the securities at the time of the
            contract; and

      o     the purchase is not prohibited under the laws of any jurisdiction in
            the United States to which the purchase is subject.

      We will pay a commission, as indicated in the prospectus supplement, to
agents and dealers soliciting purchases of securities pursuant to delayed
delivery contracts that we have accepted.

      This prospectus and related prospectus supplement may be used by direct or
indirect wholly owned subsidiaries of ours in connection with offers and sales
related to secondary market transactions in the securities. Those subsidiaries
may act as principal or agent in those transactions. Secondary market sales will
be made at prices related to prevailing market prices at the time of sale.

      The offer and sale of the securities by an affiliate of ours will comply
with the requirements of Rule 2720 of the Rules of Conduct of the National
Association of Securities Dealers, Inc., which is commonly referred to as the
NASD, regarding the distribution of securities of an affiliate. Following the
initial distribution of any of the securities, our affiliates may offer and sell
these securities in the course of their business as broker dealers. Our
affiliates may act as principals or agents in these transactions and may make
any sales at varying prices related to prevailing market prices at the time of
sale or otherwise. None of our affiliates is obligated to make a market in any
of these securities and may discontinue any market making activities at any time
without notice.

      As required by the NASD, (a) post-effective amendments or prospectus
supplements disclosing the actual price and selling terms will be submitted to
the NASD's Corporate Financing Department (the Department ) at the same time
they are filed with the SEC, (b) the Department will be advised if, subsequent
to the filing of the offering, any 5% or greater shareholder of ours is or
becomes an affiliate or associated person of an NASD member participating in the
distribution, and (c) all NASD members participating in the offering will
confirm their understanding of the requirements that have to be met in
connection with SEC Rule 415 and Notice-to-Members 88-101. Underwriting
discounts and commissions on securities sold in the initial distribution will
not exceed 8% of the offering proceeds.

      Any underwriter, agent or dealer utilized in the initial offering of
securities will not confirm sales to accounts over which it exercises
discretionary authority without the prior specific written approval of its
customer.


                                       30
<PAGE>

                                     EXPERTS

      JPMorgan Chase. The financial statements of JPMorgan Chase & Co. and
management's assessment of the effectiveness of internal control over financial
reporting (which is included in Management's Report on Internal Control over
Financial Reporting) incorporated in this prospectus by reference to our Annual
Report on Form 10-K for the year ended December 31, 2004 have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP, an
independent registered public accounting firm, given on the authority of that
firm as experts in auditing and accounting.

      Bank One. The financial statements of Bank One incorporated in this
document by reference to our Current Report on Form 8-K filed on March 1, 2004
have been incorporated in reliance on the report of KPMG LLP, an independent
registered public accounting firm, given on the authority of that firm as
experts in auditing and accounting, whose report dated January 20, 2004 refers
to Bank One's adoption of FASB Interpretation No. 46, Consolidation of Variable
Interest Entities, effective December 31, 2003, and the discontinuance and sale
of Bank One's corporate trust services business in 2003.

                                 LEGAL OPINIONS

      The validity of the securities will be passed upon for JPMorgan Chase &
Co. by Simpson Thacher & Bartlett LLP. Davis Polk & Wardwell will pass upon
certain legal matters relating to these securities for the underwriters. Each of
Simpson Thacher & Bartlett LLP and Davis Polk & Wardwell has in the past
represented JPMorgan Chase & Co. and its affiliates, and continues to represent
JPMorgan Chase & Co. and its affiliates, on a regular basis and in a variety of
matters.

                      BENEFIT PLAN INVESTOR CONSIDERATIONS

      A fiduciary of a pension, profit-sharing or other employee benefit plan
subject to the Employment Retirement Income Security Act of 1974, as amended
("ERISA"), including entities such as collective investment funds, partnerships
and separate accounts whose underlying assets include the assets of such plans
(collectively, "ERISA Plans") should consider the fiduciary standards of ERISA
in the context of the ERISA Plans particular circumstances before authorizing an
investment in the 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 ERISA Plan.

      Section 406 of ERISA and Section 4975 of the Internal Revenue Code of
1986, as amended, (the "Code") prohibit ERISA Plans, as well as individual
retirement accounts and Keogh plans subject to Section 4975 of the Code
(together with ERISA Plans, "Plans"), from engaging in certain transactions
involving the "plan assets" with persons who are "parties in interest" under
ERISA or "disqualified persons" under the Code ("Parties in Interest") with
respect to such Plans. As a result of its business, the Company is a Party in
Interest with respect to many Plans. Where the Company is a Party in Interest
with respect to a Plan (either directly or by reason of its ownership of its
subsidiaries), the purchase and holding of the securities by or on behalf of the
Plan would be a prohibited transaction under Section 406(a)(1) of ERISA and
Section 4975(c)(1) of the Code, unless exemptive relief were available under an
applicable administrative exemption (as described below) or there was some other
basis on which the transaction was not prohibited.

      Accordingly, the securities may not be purchased or held by any Plan, any
entity whose underlying assets include "plan assets" by reason of any Plan's
investment in the entity (a "Plan Asset Entity") or any person investing "plan
assets" of any Plan, unless such purchaser or holder is eligible for the
exemptive relief available under Prohibited Transaction Class Exemption ("PTCE")
96-23, 95-60, 91-38, 90-1 or 84-14 issued by the U.S. Department of Labor or
there was some other basis on which the purchase and holding of the securities
is not prohibited. Unless the applicable prospectus supplement explicitly
provides otherwise, any purchaser or holder of the securities or any interest
therein will be deemed to have


                                       31
<PAGE>

represented by its purchase of the securities that (a) its purchase and holding
of the securities is not made on behalf of or with "plan assets" of any Plan or
(b) its purchase and holding of the securities will not result in a prohibited
transaction under Section 406 of ERISA or Section 4975 of the Code or there is
some other basis on which such purchase and holding is not prohibited.

      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
non-U.S. plans (as described in Section 4(b)(4) of ERISA) are not subject to
these "prohibited transaction" rules of ERISA or Section 4975 of the Code, but
may be subject to similar rules under other applicable laws or documents
("Similar Laws").

      Due to the complexity of the applicable rules, it is particularly
important that fiduciaries or other persons considering purchasing the
securities on behalf of or with "plan assets" of any Plan consult with their
counsel regarding the relevant provisions of ERISA, the Code or any Similar Laws
and the availability of exemptive relief under PTCE 96-23, 95-60, 91-38, 90-1 or
84-14 or some other basis on which the acquisition and holding is not
prohibited.

      Purchasers and holders of the securities have exclusive responsibility for
ensuring that their purchase and holding of the securities do not violate the
fiduciary or prohibited transaction rules of ERISA, the Code or any Similar
Laws. The sale of any securities to any Plan is in no respect a representation
by the Company or any of its affiliates or representatives that such an
investment meets all relevant legal requirements with respect to investments by
Plans generally or any particular Plan, or that such an investment is
appropriate for Plans generally or any particular Plan.

      Please consult the applicable prospectus supplement for further
information with respect to a particular offering and, in certain cases, further
restrictions on the purchase or transfer of securities.


                                       32
<PAGE>

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

      Estimated expenses in connection with the issuance and distribution of
securities being registered, other than underwriting compensation and related
hedging costs, are as follows:

Securities and Exchange Commission registration fee.............     $       #
Legal fees and expenses.........................................        50,000*
National Association of Securities Dealers Inc. filing fee......        75,500+
Accounting fees and expenses....................................        75,000*
Trustees fees and expenses (including counsel fees).............        60,000*
Rating agency fees..............................................        75,000*
Printing expenses...............................................        75,000*
Miscellaneous...................................................         9,500*
                                                                     ---------
    Total.......................................................     $ 420,000*
                                                                     =========

- ----------
#     Deferred in reliance upon Rule 456(b) and 457(r)

*     Estimated

+     Assumes maximum fee payable under NASD rules and regulations

Item 15. Indemnification of Officers and Directors.

      Pursuant to the Delaware General Corporation Law ("DGCL"), a corporation
may indemnify any person in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than a derivative action by or in the right of such
corporation) who is or was a director, officer, employee or agent of such
corporation, or serving at the request of such corporation in such capacity for
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 Delaware Court of Chancery or the court
in which such action or suit was brought shall determine upon application that
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 any 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 in a similar capacity for 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.


                                      II-1
<PAGE>

      The certificate of incorporation of JPMorgan Chase & Co. ("JPMorgan Chase"
or the "Registrant") provides that, to the fullest extent that the DGCL as from
time to time in effect permits the limitation or elimination of the liability of
directors, no director of JPMorgan Chase shall be personally liable to JPMorgan
Chase or its stockholders for monetary damages for breach of fiduciary duty as a
director.

      JPMorgan Chase's certificate of incorporation empowers JPMorgan Chase to
indemnify any director, officer, employee or agent of JPMorgan Chase or any
other person who is serving at JPMorgan 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.

      JPMorgan Chase's certificate of incorporation also empowers JPMorgan 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 JPMorgan Chase or any other person who is serving at
JPMorgan 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 him
or her or incurred by him or her in any such capacity or 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 JPMorgan 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, JPMorgan 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 JPMorgan
Chase or, at the request of JPMorgan 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 and entitle
the persons to be indemnified to have all expenses incurred in advance of the
final disposition of a proceeding paid by JPMorgan 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.

      JPMorgan Chase's by-laws also provide that JPMorgan Chase may enter into
contracts with any director, officer, employee or agent of JPMorgan 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.

      The foregoing statements are subject to the detailed provisions of Section
145 of the DGCL and the by-laws of JPMorgan Chase.

Item 16. Exhibits.

      The exhibits to this registration statement are listed in the exhibit
index, which appears elsewhere herein and is incorporated herein by reference.


                                      II-2
<PAGE>

Item 17. Undertakings.

      (a) The undersigned Registrant hereby undertakes:

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

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

            (ii) To reflect in the prospectus any facts or events arising after
            the effective date of the Registration Statement (or the most recent
            post effective amendment thereof) which, individually or in the
            aggregate, represent a fundamental change in the information set
            forth in the Registration Statement. 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 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 20 percent 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 the Registration
            Statement or any material change to such information in the
            Registration Statement.

provided, however, that paragraphs (1)(i), (1)(ii) and 1(iii) do not apply if
the information required to be included in a post effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended, that are incorporated by reference
in this Registration Statement, or is contained in a form of prospectus filed
pursuant to Rule 424(b) that is part of this Registration Statement.

      (2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, 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.

      (4) That, for the purpose of determining liability under the Securities
Act of 1933 to any purchaser:

            (A) Each prospectus filed by the Registrant pursuant to Rule
      424(b)(3) shall be deemed to be part of the registration statement as of
      the date the filed prospectus was deemed part of and included in the
      registration statement; and

            (B) Each prospectus required to be filed pursuant to Rule 424(b)(2),
      (b)(5), or (b)(7) as part of a registration statement in reliance on Rule
      430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or
      (x) for the purpose of providing the information required by Section 10(a)
      of the Securities Act of 1933 shall be deemed to be part of and included
      in the registration statement as of the earlier of the date such form of
      prospectus is first used after effectiveness or the date of the first
      contract of sale of securities in the offering described in the
      prospectus. As provided in Rule 430B, for liability purposes of the issuer
      and any person that is at that date an underwriter, such date shall be
      deemed to be a new effective date of the registration statement relating
      to the securities in the registration statement to which that prospectus
      relates, and the offering of such securities at that time shall be deemed
      to be the initial bona fide offering thereof. Provided, however, that no
      statement made in a registration statement or prospectus that is part of
      the registration statement or made in a document incorporated or deemed
      incorporated by reference into the registration statement or prospectus
      that is part of the registration statement will, as to a purchaser with a
      time of contract of sale prior to such effective date, supersede or modify
      any statement that was made in the registration statement or prospectus
      that was part of the registration statement or made in any such document
      immediately prior to such effective date.


                                      II-3
<PAGE>

      (5) That, for the purpose of determining liability of the Registrant under
the Securities Act of 1933 to any purchaser in the initial distribution of the
securities:

            The undersigned Registrant undertakes that in a primary offering of
      securities of the undersigned Registrant pursuant to this Registration
      Statement, regardless of the underwriting method used to sell the
      securities to the purchaser, if the securities are offered or sold to such
      purchaser by means of any of the following communications, the undersigned
      Registrant will be a seller to the purchaser and will be considered to
      offer or sell such securities to such purchaser:

            (i) Any preliminary prospectus or prospectus of the undersigned
      Registrant relating to the offering required to be filed pursuant to Rule
      424;

            (ii) Any free writing prospectus relating to the offering prepared
      by or on behalf of the undersigned Registrant or used or referred to by
      the undersigned Registrant;

            (iii) The portion of any other free writing prospectus relating to
      the offering containing material information about the undersigned
      Registrant or its securities provided by or on behalf of the undersigned
      Registrant; and

            (iv) Any other communication that is an offer in the offering made
      by the undersigned Registrant to the purchaser.

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

      (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions described under
Item 15 of this Registration Statement, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in such Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in such Act and will be governed by the final adjudication
of such issue.


                                      II-4
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant 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
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in The City of New York and State of New York, on this 1st
day of December, 2005.

                                   JPMORGAN CHASE & CO.

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

      Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
                Signature                                         Title                                  Date
                ---------                                         -----                                  ----
<S>                                                 <C>                                           <C>
                                                    Director, Chairman of the Board and
                                                    Chief Executive Officer (Principal
                    *                               Executive Officer)                            December 1, 2005
- -------------------------------------------
         William B. Harrison, Jr.

                                                    Director, President and Chief
                    *                               Operating Officer                             December 1, 2005
- -------------------------------------------
               James Dimon

                    *                               Director                                      December 1, 2005
- -------------------------------------------
             Hans W. Becherer

                    *                               Director                                      December 1, 2005
- -------------------------------------------
              John H. Biggs

                    *                               Director                                      December 1, 2005
- -------------------------------------------
           Lawrence A. Bossidy

                    *                               Director                                      December 1, 2005
- -------------------------------------------
             Stephen B. Burke

                    *                               Director                                      December 1, 2005
- -------------------------------------------
              James S. Crown

                    *                               Director                                      December 1, 2005
- -------------------------------------------
             Ellen V. Futter

                    *                               Director                                      December 1, 2005
- -------------------------------------------
           William H. Gray, III

                    *                               Director                                      December 1, 2005
- -------------------------------------------
          Laban P. Jackson, Jr.
</TABLE>



                                      II-5
<PAGE>

<TABLE>
<CAPTION>
                Signature                                         Title                                  Date
                ---------                                         -----                                  ----
<S>                                                 <C>                                           <C>

                    *                               Director                                      December 1, 2005
- -------------------------------------------
             John W. Kessler

                    *                               Director                                      December 1, 2005
- -------------------------------------------
              Robert I. Lipp

                    *                               Director                                      December 1, 2005
- -------------------------------------------
           Richard A. Manoogian

                    *                               Director                                      December 1, 2005
- -------------------------------------------
              David C. Novak

                    *                               Director                                      December 1, 2005
- -------------------------------------------
              Lee R. Raymond

                    *                               Director                                      December 1, 2005
- -------------------------------------------
            William C. Weldon

                                                    Executive Vice President
                                                    and Chief Financial Officer
                    *                               (Principal Financial Officer)                 December 1, 2005
- -------------------------------------------
           Michael J. Cavanagh

                                                    Executive Vice President
                                                    and Controller
                    *                               (Principal Accounting Officer)                December 1, 2005
- -------------------------------------------
          Joseph L. Sclafani
</TABLE>

*Anthony J. Horan hereby signs this Registration Statement on behalf of each of
the indicated persons for whom he is Attorney-in-Fact on December 1, 2005
pursuant to powers of attorney filed as exhibits to this Registration Statement.

By: /s/ Anthony J. Horan
   -----------------------------
   Name:   Anthony J. Horan
   Title:  Attorney-in-Fact


                                      II-6
<PAGE>

                                 EXHIBIT INDEX

Exhibit Number                    Description

1(a)(1)     Underwriting Agreement Standard Provisions (including form of
            Delayed Delivery Contract) dated as of June 12, 2001 (incorporated
            by reference to Exhibit 1(a)(1) to Amendment No. 1 to the
            Registration Statement on Form S-3 (File No. 333-52826) of the
            Registrant)

1(a)(2)*    Master Agency Agreement dated as of December 1, 2005

4(a)(1)     Indenture, dated as of May 25, 2001, between JPMorgan Chase &Co. and
            Deutsche Bank Trust Company Americas (formerly Bankers Trust
            Company), as trustee (incorporated by reference to Exhibit 4(a)(1)
            to Amendment No. 1 to the Registration Statement on Form S-3 (File
            No. 333-52826) of the Registrant)

4(b)(1)     Form of Fixed Rate Note (incorporated by reference to Exhibit
            4(b)(1) to Amendment No. 1 to the Registration Statement on Form S-3
            (File No. 333-52826) of the Registrant)

4(b)(2)     Form of Floating Rate Note (incorporated by reference to Exhibit
            4(b)(1) to Amendment No. 1 to the Registration Statement on Form S-3
            (File No. 333-52826) of the Registrant)

4(b)(3)     Form of Permanent Global Fixed Rate Bearer Note (incorporated by
            reference to Exhibit 4(b)(3) to Amendment No. 1 to the Registration
            Statement on Form S-3 (File No. 333-52826) of the Registrant)

4(b)(4)     Form of Temporary Global Fixed Rate Bearer Note (incorporated by
            reference to Exhibit 4(b)(4) to Amendment No. 1 to the Registration
            Statement on Form S-3 (File No. 333-52826) of the Registrant)

4(b)(5)     Form of Permanent Global Floating Rate Bearer Note (incorporated by
            reference to Exhibit 4(b)(5) to Amendment No. 1 to the Registration
            Statement on Form S-3 (File No. 333-52826) of the Registrant)

4(b)(6)     Form of Temporary Global Floating Rate Bearer Note (incorporated by
            reference to Exhibit 4(b)(6) to Amendment No. 1 to the Registration
            Statement on Form S-3 (File No. 333-52826) of the Registrant)

4(c)        Form of Debt Warrant Agreement (incorporated by reference to Exhibit
            4(c) to Amendment No. 1 to the Registration Statement on Form S-3
            (File No. 333-52826) of the Registrant)

4(d)        Forms of Debt Warrant Certificates (included as Exhibits A and B to
            form of Debt Warrant Agreement) (incorporated by reference to
            Exhibit 4(d) to Amendment No. 1 to the Registration Statement on
            Form S-3 (File No. 333-52826) of the Registrant)

4(e)        Form of Index Warrant Agreement (incorporated by reference to
            Exhibit 4(e) to Amendment No. 1 to the Registration Statement on
            Form S-3 (File No. 333-52826) of the Registrant)

4(f)        Forms of Index Warrant Certificates (included as Exhibits A and A-1
            to form of Index Warrant Agreement) (incorporated by reference to
            Exhibit 4(f) to Amendment No. 1 to the Registration Statement on
            Form S-3 (File No. 333-52826) of the Registrant)

4(g)        Form of Currency Warrant Agreement (incorporated by reference to
            Exhibit 4(g) to Amendment No. 1 to the Registration Statement on
            Form S-3 (File No. 333-52826) of the Registrant)

4(h)        Forms of Currency Warrant Certificates (included as Exhibits A and
            A-1 to form of Currency Warrant Agreement) (incorporated by
            reference to Exhibit 4(h) to Amendment No. 1 to the


<PAGE>

Exhibit Number                    Description

            Registration Statement on Form S-3 (File No. 333-52826) of the
            Registrant)

4(i)        Form of Interest Rate Warrant Agreement (incorporated by reference
            to Exhibit 4(i) to Amendment No. 1 to the Registration Statement on
            Form S-3 (File No. 333-52826) of the Registrant)

4(j)        Forms of Interest Rate Warrant Certificates (included as Exhibits A
            and A-1 to form of Interest Rate Warrant Agreement) (incorporated by
            reference to Exhibit 4(j) to Amendment No. 1 to the Registration
            Statement on Form S-3 (File No. 333-52826) of the Registrant)

4(k)        Form of Universal Warrant Agreement (incorporated by reference to
            Exhibit 4(k) to Amendment No. 1 to the Registration Statement on
            Form S-3 (File No. 333-52826) of the Registrant)

4(1)        Forms of Universal Warrant Certificates (included as Exhibits A and
            B to form of Universal Warrant Agreement) (incorporated by reference
            to Exhibit 4(1) to Amendment No. 1 to the Registration Statement on
            Form S-3 (File No. 333-52826) of the Registrant)

4(m)        Form of Unit Agreement (incorporated by reference to Exhibit 4(m) to
            Amendment No. 1 to the Registration Statement on Form S-3 (File No.
            333-52826) of the Registrant)

4(n)        Form of Unit Certificate (included as Exhibit A to form of Unit
            Agreement) (incorporated by reference to Exhibit 4(n) to Amendment
            No. 1 to the Registration Statement on Form S-3 (File No. 333-52826)
            of the Registrant)

4(o)+       Form of Purchase Contract

4(p)*       Calculation Agent Agreement dated as of December 1, 2005

4(q)*       Paying Agent, Registrar & Transfer Agent and Authenticating Agent
            Agreement dated as of March 23, 2005

5.1*        Opinion of Simpson Thacher & Bartlett LLP

12.1        Computation of Consolidated Ratio of Earnings to Fixed Charges for
            the nine months ended September 30, 2005 (incorporated herein by
            reference to Exhibit 12.1 to Registrant's Current Report on Form 8-K
            filed on October 19, 2005 (File No. 001-05805) pursuant to Items
            2.02 and 9.01)

12.2        Computation of Consolidated Ratio of Earnings to Fixed Charges for
            the year ended December 31, 2004 (incorporated herein by reference
            to Exhibit 12.1 to Registrant's Annual Report on Form 10-K for the
            year ended December 31, 2004 (File No. 001-05805))

12.3        Computation of Consolidated Ratio of Earnings to Fixed Charges for
            the year ended December 31, 2003 (incorporated herein by reference
            to Exhibit 12.1 to Registrant's Annual Report on Form 10-K for the
            year ended December 31, 2003 (File No. 001-05805))

12.4        Computation of Consolidated Ratio of Earnings to Fixed Charges for
            the year ended December 31, 2002 (incorporated herein by reference
            to Exhibit 12.1 to Registrant's Annual Report on Form 10-K for the
            year ended December 31, 2002 (File No. 001-05805))

12.5        Computation of Consolidated Ratio of Earnings to Fixed Charges for
            the year ended December 31, 2001 (incorporated herein by reference
            to Exhibit 12.1 to Registrant's Annual Report on Form 10-K for the
            year ended December 31, 2001 (File No. 001-05805))


<PAGE>

Exhibit Number                    Description

12.6        Computation of Consolidated Ratio of Earnings to Fixed Charges for
            the year ended December 31, 2000 (incorporated herein by reference
            to Exhibit 12.1 to Registrant's Annual Report on Form 10-K for the
            year ended December 31, 2000 (File No. 001-05805))

23(a)*      Consent of PricewaterhouseCoopers LLP

23(b)*      Consent of KPMG LLP

23(c)*      Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5)

24.1*       Powers of Attorney of William B. Harrison, Jr., James Dimon, Hans W.
            Becherer, John H. Biggs, Lawrence A. Bossidy, Stephen B. Burke,
            James S. Crown, Ellen V. Futter, William H. Gray, III, Laban P.
            Jackson, Jr., John W. Kessler, Robert I. Lipp, Richard A. Manoogian,
            David C. Novak, Lee R. Raymond, William C. Weldon, Michael J.
            Cavanagh and Joseph L. Sclafani

25.1        Statement of Eligibility of Trustee on Form T-1 (incorporated by
            reference to Exhibit 25.1 to Amendment No. 1 to the Registration
            Statement on Form S-3 (File No. 333-52826) of the Registrant)

- ----------
*     Filed herewith.

+     To be filed by amendment or under subsequent Current Report on Form 8-K.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1.(A)(2)
<SEQUENCE>2
<FILENAME>e22886ex_1a2.txt
<TEXT>
                                                                 Exhibit 1(a)(2)

                              JPMORGAN CHASE & CO.

                       GLOBAL MEDIUM-TERM NOTES, SERIES E
                            GLOBAL WARRANTS, SERIES E
                             GLOBAL UNITS, SERIES E

                             MASTER AGENCY AGREEMENT

                             As of December 1, 2005

To the Agent listed on
     Exhibit A hereto and
     each person that shall
     have become an Agent as
     provided in Section 3(c)
     hereof:

Dear Ladies and Gentlemen:

      1. Introduction. JPMorgan Chase & Co., a Delaware corporation (the
"Company"), confirms its agreement with each of you (individually an "Agent" and
collectively the "Agents") with respect to the issue and sale from time to time
by the Company of up to $4,000,000,000, less the initial public offering price
of any securities previously issued under the Registration Statement referred to
below (or the equivalent thereof in one or more currencies other than U.S.
dollars), aggregate initial public offering price of its Global Medium-Term
Notes, Series E, due more than nine months from the date of issue (the "Notes"),
its Global Warrants, Series E (the "Warrants") and its Global Units, Series E
(the "Units" and, together with the Notes, Warrants and any other securities
that may be offered by post-effective amendment to the Registration Statement
referred to below, the "Program Securities"), as such amount may be increased
from time to time upon due authorization by the Company. The Notes will be
issued, either alone or as part of a Unit, pursuant to the provisions of an
indenture dated as of May 25, 2001, between the Company and Deutsche Bank Trust
Company Americas (formerly known as Bankers Trust Company), as trustee (the
"Trustee") (as may be supplemented or amended from time to time, the
"Indenture").

      The Warrants will be issued, either alone or as part of a Unit, pursuant
to the provisions of a Warrant Agreement between the Company and a warrant agent
to be appointed by the Company (the "Warrant Agent"), substantially in the form
of one of the warrant agreements filed as an exhibit to the Registration
Statement referred to below (each a "Warrant Agreement").

         The Units will be issued pursuant to the provisions of a Unit Agreement

<PAGE>

between the Company and a unit agent to be appointed by the Company (the "Unit
Agent"), substantially in the form of the unit agreement filed as an exhibit to
the Registration Statement referred to below (each a "Unit Agreement"). Units
may include one or more (i) Notes, (ii) Warrants or (iii) any combination
thereof. The applicable supplement to the Prospectus referred to below will
specify whether the Notes and/or Warrants comprised by a Unit may or may not be
separated from the Units.

      The Notes, whether issued alone or as part of a Unit, will have the
maturities, interest rates, redemption provisions, if any, and other terms as
set forth in supplements to the Prospectus referred to below and Term Sheets
referred to below. The Warrants, whether issued alone or as part of a Unit, will
have the exercise prices, exercise dates, expiration dates and other terms as
set forth in supplements to the Prospectus and Term Sheets. Program Securities
other than Notes, Warrants, Units or any combination thereof, whether issued
alone or as part of a Unit, will have the terms as set forth in supplements to
the Prospectus and Term Sheets.

      2. Representations and Warranties of the Company. The Company represents
and warrants to, and agrees with, each Agent as follows:

      (a) A Registration Statement on Form S-3 (File No. 333-       ) relating
to the Program Securities has been filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act"), and has become effective and no order suspending the effectiveness of
the Registration Statement has been issued by the Commission and no proceeding
for that purpose or pursuant to Section 8A of the Act against the Company or any
offering of the Program Securities has been initiated or threatened by the
Commission. Such registration statement, as amended as of the Closing Date (as
defined in Section 6 below), including the documents incorporated therein by
reference is hereinafter referred to as the "Registration Statement" and the
prospectus included in the Registration Statement, as supplemented by a
prospectus supplement and one or more product supplements and/or pricing
supplements setting forth the terms of the Program Securities, including all
material incorporated by reference therein, in the form in which such
prospectus, prospectus supplement and product supplement(s) and/or final pricing
supplement have most recently been filed, or transmitted for filing, with the
Commission pursuant to paragraph (b) of Rule 424 of the rules and regulations
adopted by the Commission thereunder, is hereinafter referred to as the
"Prospectus".

      (b) On the date it most recently became effective under the Act, the
Registration Statement conformed in all respects to the requirements of the Act,
the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") and the
rules and regulations adopted by the Commission under the Act and the Trust
Indenture Act (the "Rules and Regulations") and did not include any untrue
statement of a material fact or omit to state any material fact required to be
stated


                                       2
<PAGE>

therein or necessary to make the statements therein not misleading, and on the
Closing Date, the Registration Statement and the Prospectus will conform in all
respects to the requirements of the Act, the Trust Indenture Act and the Rules
and Regulations and will not include any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to
make the statements therein not misleading, and at each of the times of amending
or supplementing referred to in Section 7(b) hereof, the Registration Statement
and the Prospectus as then amended or supplemented will conform in all respects
to the requirements of the Act, the Trust Indenture Act and the Rules and
Regulations, and will not include any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to
make the statements therein not misleading, except that no representation is
made with respect to statements in or omissions from the Registration Statement
or the Prospectus based upon written information furnished to the Company by any
Agent specifically for use therein.

      (c) The Time of Sale Information at each Time of Sale and at the Closing
Date will not contain any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading; provided that the
Company makes no representation and warranty with respect to any statements or
omissions made in reliance upon and in conformity with information relating to
any Agent furnished to the Company in writing by such Agent expressly for use in
such Time of Sale Information.

      "Time of Sale" shall mean any time at or prior to the confirmation of any
sales of any Program Securities.

      "Time of Sale Information" shall mean the Prospectus most recently filed
or transmitted for filing as of such Time of Sale, each product supplement or
pricing supplement to such Prospectus that relates to the sale of Program
Securities confirmed at such Time of Sale that has been filed or transmitted for
filing as of such Time of Sale, each preliminary prospectus or Term Sheet, if
any, that relates to the sale of Program Securities confirmed at such Time of
Sale that has been filed or transmitted for filing as of such Time of Sale and
each "Free Writing Prospectus" (as defined pursuant to Rule 405 under the Act)
that has been prepared by or on behalf of the Company relating to such Program
Securities.

      (d) Other than a Free Writing Prospectus approved in advance by J.P.
Morgan Securities Inc. ("JPMSI") in its capacity as agent, the Company
(including its agents and representatives, other than the Agents in their
capacity as such and selected dealers purchasing Program Securities as principal
from the Agents) has not made, used, prepared, authorized, approved or referred
to and will not prepare, make, use, authorize, approve or refer to any written
communication (as defined in Rule 405 under the Act) that constitutes an offer
to sell or solicitation of an offer to buy the Program Securities. At each Time
of Sale, each


                                       3
<PAGE>

such Free Writing Prospectus included in the applicable Time of Sale Information
complied in all material respects with the Act, has been filed in accordance
with the Act (to the extent required thereby) and, when taken together with the
product supplement(s) and Prospectus filed prior to such Free Writing
Prospectus, did not, and will not, contain any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; provided that the Company makes no representation and warranty with
respect to any statements or omissions made in each such Free Writing Prospectus
in reliance upon and in conformity with information relating to any Agent
furnished to the Company in writing by such Agent expressly for use in any Free
Writing Prospectus.

      (e) The Indenture has been duly qualified under the Trust Indenture Act
and has been duly authorized, executed and delivered by the Company and is a
valid and legally binding agreement of the Company, enforceable against the
Company in accordance with its terms except as the enforceability thereof (i)
may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws affecting creditors' rights generally, (ii) is
subject to general principles of equity, regardless of whether such
enforceability is considered at a proceeding in equity or at law and (iii) is
subject to an implied covenant of good faith and fair dealing.

      (f) The forms of Unit Agreement and Warrant Agreements have been duly
authorized by the Company and, when a Unit Agreement or a Warrant Agreement, as
the case may be, has been duly executed and delivered by the Company, will be a
valid and legally binding agreement of the Company, enforceable against the
Company in accordance with its terms except as the enforceability thereof (i)
may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws affecting creditors' rights generally, (ii) is
subject to general principles of equity, regardless of whether such
enforceability is considered at a proceeding in equity or at law and (iii) is
subject to an implied covenant of good faith and fair dealing.

      (g) The forms of Notes, whether issued alone or as part of a Unit, have
been duly authorized by the Company and when the terms of the Notes have been
duly established in conformity with the provisions of the Indenture and, when
the Notes have been executed and authenticated in accordance with the Indenture
and delivered to and duly paid for by the purchasers thereof, the Notes will be
entitled to the benefits of the Indenture and will be valid and legally binding
obligations of the Company, enforceable against the Company in accordance with
their respective terms except as the enforceability thereof (i) may be limited
by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws affecting creditors' rights generally, (ii) is subject to
general principles of equity, regardless of whether such enforceability is
considered at a proceeding in equity or at law and (iii) is subject to an
implied covenant of good faith and fair dealing.


                                       4
<PAGE>

      (h) The forms of Units under the Unit Agreement and the forms of Warrants
under the Warrant Agreements, whether issued alone or as part of a Unit, have
been duly authorized by the Company and when the applicable Unit Agreement or
Warrant Agreement, as the case may be, has been duly executed and delivered and
the terms of the Units and Warrants have been duly established in conformity
with the applicable agreement and, when the Units or Warrants have been executed
by the Company and countersigned by the Unit Agent or Warrant Agent, as the case
may be, in accordance with the provisions of the Unit Agreement or a Warrant
Agreement, as the case may be, and delivered to and duly paid for by the
purchasers thereof, the Units or Warrants will be entitled to the benefits of
the Unit Agreement or Warrant Agreement, as the case may be, and will be valid
and legally binding obligations of the Company, enforceable against the Company
in accordance with their respective terms except as the enforceability thereof
(i) may be limited by bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws affecting creditors' rights
generally, (ii) is subject to general principles of equity, regardless of
whether such enforceability is considered at a proceeding in equity or at law
and (iii) is subject to an implied covenant of good faith and fair dealing.

      (i) The Company is not an ineligible issuer and is a well-known seasoned
issuer, in each case as defined under the Act, in connection with the offering
of the Program Securities.

      Notwithstanding the foregoing, it is understood and agreed that the
representations and warranties set forth in Section 1(g) (except as to due
authorization of the Notes) and 1(h) (except as to due authorization of the
Warrants and Units), when made as of the Closing Date, or as of any date on
which you solicit offers to purchase Program Securities, with respect to any
Program Securities the payments of principal or interest on which, or any other
payments with respect to which, will be determined by reference to one or more
currency exchange rates, commodity prices, securities of entities affiliated or
unaffiliated with the Company, baskets of such securities, equity indices or
other factors, shall be deemed not to address the application of the Commodity
Exchange Act, as amended, or the rules, regulations or interpretations of the
Commodity Futures Trading Commission.

      3. Establishment of Agency; Solicitations by Agents.

      (a) Subject to the terms and conditions set forth herein and to the
reservation by the Company of the right to (i) sell Program Securities directly
on its own behalf at any time and to any person, (ii) cause Additional Agents
(as defined below) to become parties to this Agreement or enter into similar
agreements from time to time pursuant to Section 3(c), (iii) sell Program
Securities pursuant to Section 4 hereof to any Agent, acting as principal, for
its own account or for resale to one or more investors or to another
broker-dealer, acting as principal, for purpose of resale and (iv) accept (but
not solicit) offers to purchase Program Securities through other agents on
substantially the same terms


                                       5
<PAGE>

and conditions as would apply to the Agents, the Company hereby appoints each
Agent an agent of the Company for the purpose of soliciting and receiving offers
to purchase Program Securities from the Company.

      (b) On the basis of the representations and warranties and subject to the
terms and conditions set forth herein, each Agent severally and not jointly
hereby agrees, as agent of the Company, to use reasonable efforts when requested
by the Company to solicit and receive offers to purchase Program Securities upon
the terms and conditions set forth in the Prospectus as then amended or
supplemented, including by the applicable product supplement and/or the
applicable Free Writing Prospectus and/or final term sheet or pricing supplement
and in the applicable Procedures (as defined below).

      (c) The Company may from time to time appoint one or more additional
financial institutions experienced in the distribution of securities similar to
the Program Securities (each such additional institution herein referred to as
an "Additional Agent") as agent(s) hereunder pursuant to a letter (an "Agent
Accession Letter") substantially in the form attached hereto as Exhibit B to
this Agreement, whereupon each such Additional Agent shall, subject to the terms
and conditions of this Agreement and the Agent Accession Letter, become a party
to this Agreement as an agent, vested with all the authority, rights and powers
and subject to all the duties and obligations of an Agent as if originally named
as an Agent hereunder. If the Company shall appoint any Additional Agent(s)
pursuant to an Agent Accession Letter in accordance with this subsection (c),
the Company shall provide each Agent with a copy of such executed Agent
Accession Letter.

      (d) Upon receipt of any notice delivered by the Company pursuant to
Section 5(c), each Agent shall suspend its solicitation of offers to purchase
Program Securities until the Company shall have amended or supplemented the
Registration Statement or the Prospectus as contemplated by Section 5(c) and
shall have advised such Agent that such solicitation may be resumed.

      (e) The Company reserves the right, in its sole discretion, to suspend, at
any time and for any period, the solicitation of offers to purchase Program
Securities. Upon receipt of any notice of such suspension from the Company, each
Agent shall as soon as possible, but in no event later than one Business Day (as
defined in the applicable Procedures) in New York City after receipt of such
notice, suspend its solicitation of offers to purchase Program Securities until
the Company shall have advised such Agent that such solicitation may be resumed.

      (f) Each Agent shall promptly communicate to the Company, orally or in
writing, each offer to purchase Program Securities received by it as Agent,
other than offers rejected by it pursuant to the next sentence. Each Agent shall
have the right, in its discretion reasonably exercised, to reject as
unreasonable any offer to purchase Program Securities received by it and no such
rejection shall be deemed a breach of its obligations hereunder. The Company
shall have the sole


                                       6
<PAGE>

right to accept offers to purchase Program Securities and may, in its sole
discretion, reject any offer in whole or in part.

      (g) At the time of the settlement of any sale of Program Securities
pursuant to an offer presented by an Agent, the Company shall pay such Agent a
commission based on market conditions and other factors in existence at the time
of such sale, which commissions shall be subject to negotiation between the
Company and the Agent and shall be disclosed in a Free Writing Prospectus or
Pricing Supplement (as defined herein), as applicable, relating to such Program
Securities.

      (h) Administrative procedures relating to the respective duties and
obligations specifically provided to be performed in the Global Medium-Term
Notes, Series E, Global Warrants, Series E and Global Units, Series E,
Administrative Procedures (the "Procedures") shall be agreed upon from time to
time by the Agents and the Company. The initial Procedures, which are set forth
in Exhibit C hereto, shall remain in effect until changed by agreement between
the Company and the Agents. The Agents and the Company agree to perform the
respective duties and obligations, and to observe the restrictions, specifically
provided to be performed and observed by them in the applicable Procedures.

      4. Purchases as Principals. (a) Each sale of Program Securities to you as
principals shall be made in accordance with the terms of this Agreement. In
connection with each such sale, the Company will enter into a Terms Agreement
that will provide for the sale of such Program Securities to, and the purchase
thereof by, you. Each Terms Agreement will take the form of either (i) a written
agreement between you and the Company, which will be substantially in the form
of Exhibit D, Exhibit D-1 or Exhibit D-2 (as applicable) hereto (each a "Terms
Agreement"), or (ii) an oral agreement between you and the Company confirmed in
writing by you to the Company.

      (b) Your commitment to purchase Program Securities as principal pursuant
to a Terms Agreement shall be deemed to have been made on the basis of the
representations and warranties of the Company herein contained and shall be
subject to the terms and conditions herein set forth. Each (i) Terms Agreement
relating to the Notes shall specify the principal amount of Notes to be
purchased by you pursuant thereto, the maturity date of such Notes, the interest
rate and interest rate formula, if any, applicable to such Notes and any other
terms of such Notes, (ii) Terms Agreement relating to the Warrants shall specify
the exercise price, the exercise date or period, the expiration date and any
other terms of such Warrants and (iii) Terms Agreement relating to the Units
shall specify (a) the information set forth in (i) above with respect to any
Notes issued as part of a Unit and (b) the information set forth in (ii) above
with respect to any Warrants issued as part of a Unit and any other terms of
such Unit. Each such Terms Agreement may also specify any requirements for
officers' certificates, opinions of counsel and letters from the independent
auditors of the Company. A Terms Agreement may also specify certain provisions
relating to the reoffering of such Notes,


                                       7
<PAGE>

Warrants or Units, as the case may be, by you.

      (c) Each Terms Agreement shall specify the time and place of delivery of
and payment for the Program Securities and shall set out the offering price, the
Agents' commission, and any selling concession or reallowance and the net
proceeds to the Company. Unless otherwise specified in a Terms Agreement, the
procedural details relating to the issue and delivery of Notes, Warrants or
Units, as the case may be, purchased by you as principal and the payment
therefor shall be as set forth in the Procedures. Each date of delivery of and
payment for Program Securities to be purchased by you as principal pursuant to a
Terms Agreement is referred to herein as a "Settlement Date."

      (d) Unless otherwise specified in a Terms Agreement, if you are purchasing
Program Securities as principal you may resell such Program Securities to other
dealers. Any such sales may be at a discount, which shall not exceed the amount
set forth in the Free Writing Prospectus (available prior to the Time of Sale)
or Pricing Supplement, as applicable, relating to such Program Securities.

      5. Certain Agreements of the Company. The Company agrees with the Agents
that:

      (a) Before using, authorizing, approving, referring to or filing any Free
Writing Prospectus, the Company will furnish to JPMSI, in its capacity as agent,
and counsel for JPMSI, a copy of the proposed Free Writing Prospectus for review
and will not use, authorize, approve, refer to or file any such Free Writing
Prospectus to which JPMSI objects in its reasonable judgment.

      (b) The Company will advise each Agent promptly of any proposal to amend
or supplement the Time of Sale Information, the Prospectus or the Registration
Statement or to register the Program Securities under any registration
statements other than the Registration Statement referred to in Section 2(a)
above (other than any proposal for an amendment or supplement or additional
registration statement that relates only to the offering and sale of securities
other than the Program Securities or the offering and sale of Program Securities
other than through such Agent). The Company will also advise each Agent promptly
of (i) the filing with the Commission of each amendment or supplement to the
Prospectus or the Registration Statement and each such additional registration
statement (other than any amendment, supplement or additional registration
statement that relates only to the offering and sale of securities other than
the Program Securities or the offering and sale of Program Securities other than
through such Agent), (ii) the institution by the Commission of any stop order
proceedings in respect of the Registration Statement or any such additional
registration statement, and will use its best efforts to prevent the issuance of
any such stop order and, if such a stop order is issued, to obtain its lifting
as soon as possible and (iii) receipt by the Company of any notification with
respect to the


                                       8
<PAGE>

suspension of the qualification of the Program Securities for sale in any
jurisdiction or the initiation or threat of any proceeding for that purpose.

      (c) If, at any time when a Prospectus or Time of Sale Information relating
to the Program Securities is required to be delivered under the Act, any event
shall occur as a result of which the Prospectus or Time of Sale Information as
then amended or supplemented shall include an untrue statement of a material
fact or omit to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, or if it shall be necessary at any time to amend or supplement the
Registration Statement, Time of Sale Information or the Prospectus to comply
with the Act, the Company shall promptly (i) notify each Agent to suspend the
solicitation of offers to purchase the Program Securities and (ii) prepare and
file with the Commission an amendment or supplement that will correct such
untrue statement or omission or effect such compliance.

      (d) The Company agrees that it will not solicit or accept offers to
purchase Program Securities from any Agent during any period when (i) the
Company shall have been advised by either Moody's Investors Services, Inc. or
Standard & Poor's, a division of The McGraw-Hill Companies, Inc., that such
organization has determined to downgrade the rating of the Program Securities or
any other debt obligations or any preferred stock of the Company and such
downgrade shall not yet have been publicly announced, or (ii) there shall have
occurred a material change in the financial condition or business of the Company
and its subsidiaries, taken as a whole, and such event shall not have been
disclosed in the Time of Sale Information or the Prospectus (directly or by
incorporation by reference); provided, however, that the Company shall not be
obligated to inform any Agent of the reason for, or describe the occurrence of
any event that may have occasioned the need for, the suspension of its
solicitation or acceptance of offers.

      (e) Not later than 16 months after the date of each acceptance by the
Company of an offer to purchase Program Securities hereunder, the Company will
make generally available to its security holders an earnings statement that will
satisfy the provisions of Section 11(a) of the Act and Rule 158 thereunder
covering a period of at least 12 months beginning after the last to occur of (i)
the effective date of the Registration Statement, (ii) the effective date of the
most recent post-effective amendment to the Registration Statement to become
effective prior to the date of such acceptance, (iii) the date of the Annual
Report of the Company on Form 10-K most recently filed with the Commission prior
to the date of such acceptance and (iv) the date a prospectus supplement filed
in connection with an offer to purchase Program Securities is deemed a part of
the Registration Statement pursuant to Rule 430B.

      (f) The Company will furnish to each Agent copies of the Prospectus and of
the Registration Statement (including the exhibits thereto relating to the
offering by the Company thereunder of the Program Securities, but excluding the


                                       9
<PAGE>

documents incorporated by reference), and all amendments and supplements to the
Prospectus and the Registration Statement and all additional registration
statements pursuant to which any of the Program Securities may be registered
(other than any amendment, supplement or additional registration statement that
relates only to the offering and sale of securities other than Program
Securities or any pricing supplement relating to the offering and sale of
Program Securities other than through such Agent), and each Free Writing
Prospectus relating to the Program Securities to be offered and sold, in each
case as soon as available and in such quantities as shall be reasonably
requested. The Company will prepare, prior to the applicable Time of Sale, with
respect to any Program Securities to be sold through or to the Agents, a Free
Writing Prospectus in accordance with Section 5(a) hereof in the form of a term
sheet or preliminary pricing supplement with respect to such Program Securities
(a "Term Sheet") and will file such Term Sheet with the Commission pursuant to
Rule 433 under the Act not later than the time specified by such rule. The
Company will file the final version of the Term Sheet, containing the final
terms of the relevant Program Securities, as a pricing supplement pursuant to
the requirements of Rule 424(b) of the Act, two days after the earlier of the
date such terms became final or the date of first use (each a "Pricing
Supplement").

      (g) The Company will arrange for the qualification of the Program
Securities for sale, if any, and the determination of their eligibility for
investment under the laws of such jurisdictions as the Agents designate and will
continue such qualifications in effect so long as required for the distribution
of the Program Securities; provided, however, that in connection therewith the
Company shall not be required to qualify as a foreign corporation or to file a
general consent to service of process in any such jurisdiction.

      (h) At any time when a Prospectus is required to be delivered under the
Act, and if not publicly available through the Commission's website, the Company
will furnish to each Agent, (i) as soon as practicable after the end of each
fiscal year, the number of copies reasonably requested by such Agent of its
annual report to stockholders for such year, (ii) as soon as available, the
number of copies reasonably requested by such Agent of each report (including
without limitation reports on Forms 10-K, 10-Q and 8-K) or definitive proxy
statement of the Company filed with the Commission under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), or mailed to stockholders and
(iii) from time to time, such other information concerning the Company as such
Agent may reasonably request. The Company also will furnish each Agent with
copies of any press release or general announcement to the general public, in
each case upon request by the Agent.

      (i) The Company will, whether or not any sale of Program Securities is
consummated, pay all expenses incident to the performance of its obligations
under this Agreement and any Terms Agreement and the reasonable fees and
disbursements of Davis Polk & Wardwell, counsel for the Agents, in connection
with the offering and sale of the Program Securities and will reimburse each


                                       10
<PAGE>

Agent for any expenses (including fees and disbursements of counsel) incurred by
it in connection with the qualification of the Program Securities for sale and
the determination of their eligibility for investment under the laws of such
jurisdictions as such Agent may designate and the printing of memoranda relating
thereto and for any fees charged by investment rating agencies for the rating of
the Program Securities. The Company will determine with the Agents the amount of
advertising, if any, appropriate in connection with the solicitation of offers
to purchase Program Securities and will pay, or reimburse the Agents for, all
advertising expenses approved by it.

      6. Conditions to Agents' Obligations. Your obligation to solicit or
receive offers to purchase Program Securities as an agent of the Company and
your obligation to purchase Program Securities as principal pursuant to any
Terms Agreement shall be subject to the continued accuracy in all material
respects of the representations and warranties of the Company set forth herein,
to the performance by the Company of its obligations hereunder and to each of
the following additional conditions precedent:

      (a) (i) No stop order suspending the effectiveness of the Registration
Statement or suspending the qualification of the Indenture shall have been
issued and no proceedings for that purpose or pursuant to Section 8A under the
Act shall have been instituted or, to the knowledge of the Company or such
Agent, shall be contemplated by the Commission, and any requests for additional
information on the part of the Commission (to be included in the Registration
Statement or the Prospectus or otherwise) shall have been complied with to the
reasonable satisfaction of the such Agents.

      (ii) (A) No downgrading shall have occurred in the rating accorded the
Program Securities or any other debt securities of the Company by any
"nationally recognized statistical rating organization", as such term is defined
by the Commission for purposes of Rule 436(g)(2) under the Act and (B) no such
organization shall have publicly announced that it has been placed under
surveillance or review, or has changed its outlook with respect to, its rating
of the Program Securities or of any other debt securities or preferred stock of
or guaranteed by the Company (other than an announcement with positive
implications of a possible upgrading).

      (iii) The Prospectus, each Free Writing Prospectus and all other Time of
Sale Information shall have been timely filed with the Commission under the Act
(in the case of a Free Writing Prospectus and all other Time of Sale
Information, to the extent required by Rule 433 under the Act).

      (b) Subsequent to the date of this Agreement and any Terms Agreement,
there shall not have occurred any change, or any development involving a
prospective change, in or affecting the business or properties of the Company or
its subsidiaries that is not described in the Time of Sale Information and that
is, in the judgment of such Agent, so material and adverse as to make it


                                       11
<PAGE>

impracticable or inadvisable to proceed with the offering, sale or the delivery
of the Program Securities on the terms and in the manner contemplated in the
Time of Sale Information and the Prospectus.

      (c) Such Agent shall have received an opinion letter of Simpson Thacher &
Bartlett LLP, counsel for the Company or such other counsel as is acceptable to
such Agent, including in-house counsel, dated the Closing Date, to the effect
that:

            (i) The Company has been duly incorporated and is validly existing
      and in good standing as a corporation under the law of the State of
      Delaware, and JPMorgan Chase Bank, National Association has been duly
      organized and is validly existing and in good standing as a national
      banking association under the laws of the United States, in each case with
      full corporate power and authority to conduct its business as described in
      the Registration Statement and the Prospectus.

            (ii) The Indenture has been duly authorized, executed and delivered
      by the Company and duly qualified under the Trust Indenture Act of 1939,
      as amended (the "Trust Indenture Act"), and, assuming that the Indenture
      is the valid and legally binding obligation of the Trustee, constitutes a
      valid and legally binding obligation of the Company enforceable against
      the Company in accordance with its terms, subject to the effects of
      bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
      and other similar laws relating to or affecting creditors' rights
      generally; general equitable principles (whether considered in a
      proceeding in equity or at law); and an implied covenant of good faith and
      fair dealing.

            (iii) This Agreement has been duly authorized, executed and
      delivered by the Company and constitutes a valid and legally binding
      obligation of the Company, enforceable against the Company in accordance
      with its terms, subject to the effects of bankruptcy, insolvency,
      fraudulent conveyance, reorganization, moratorium and other similar laws
      relating to or affecting creditors' rights generally; general equitable
      principles (whether considered in a proceeding in equity or at law); and
      an implied covenant of good faith and fair dealing and subject to
      considerations of public policy.

            (iv) The Unit Agreements and Warrant Agreements have been duly
      authorized by the Company and, when duly executed and delivered by the
      Company will be valid and legally binding obligations of the Company
      enforceable against the Company in accordance with their terms, subject to
      the effects of bankruptcy, insolvency, fraudulent conveyance,
      reorganization, moratorium and other similar laws relating to or affecting
      creditors' rights generally; general equitable principles


                                       12
<PAGE>

      (whether considered in a proceeding in equity or at law); and an implied
      covenant of good faith and fair dealing.

            (v) The Notes have been duly authorized by the Company and, when the
      terms of the Notes and their issue and sale have been duly established in
      accordance with the Indenture and this Agreement so as not to violate any
      applicable law or agreement or instrument then binding on the Company, and
      the Notes have been duly executed by the Company and duly authenticated by
      the Trustee in accordance with the provisions of the Indenture, and upon
      payment and delivery in accordance with this Agreement, the Notes will
      constitute valid and legally binding obligations of the Company
      enforceable against the Company in accordance with their respective terms
      and will be entitled to the benefits of the Indenture, subject to the
      effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
      moratorium and other similar laws relating to or affecting creditors'
      rights generally; general equitable principles (whether considered in a
      proceeding in equity or at law); and an implied covenant of good faith and
      fair dealing.

            (vi) The Warrants have been duly authorized by the Company and, when
      the applicable Warrant Agreement has been duly executed and delivered by
      the Company and the terms of the Warrants and their issue and sale have
      been duly established in accordance with the applicable Warrant Agreement
      and this Agreement so as not to violate any applicable law or agreement or
      instrument then binding on the Company, and the Warrants have been duly
      executed by the Company and duly countersigned by the Warrant Agent in
      accordance with the applicable Warrant Agreement, and upon payment and
      delivery in accordance with this Agreement, the Warrants will constitute
      valid and legally binding obligations of the Company enforceable against
      the Company in accordance with their respective terms and will be entitled
      to the benefits of the applicable Warrant Agreement, subject to the
      effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
      moratorium and other similar laws relating to or affecting creditors'
      rights generally; general equitable principles (whether considered in a
      proceeding in equity or at law); and an implied covenant of good faith and
      fair dealing.

            (vii) The Units have been duly authorized by the Company and, when
      the applicable Unit Agreement has been duly executed and delivered by the
      Company and the terms of the Units and their issue and sale have been duly
      established in accordance with the Unit Agreement and this Agreement so as
      not to violate any applicable law or agreement or instrument then binding
      on the Company, and the Units have been duly executed by the Company and
      duly countersigned by the Unit Agent in accordance with the Unit
      Agreement, and upon payment and delivery in accordance with this
      Agreement, the Units will constitute valid and legally binding obligations
      of the Company enforceable against the Company in


                                       13
<PAGE>

      accordance with their respective terms and entitled to the benefits of the
      Unit Agreement, subject to the effects of bankruptcy, insolvency,
      fraudulent conveyance, reorganization, moratorium and other similar laws
      relating to or affecting creditors' rights generally; general equitable
      principles (whether considered in a proceeding in equity or at law); and
      an implied covenant of good faith and fair dealing.

            (viii) The issue and sale of the Program Securities and the
      execution, delivery and performance by the Company of this Agreement, the
      Indenture, the Warrant Agreements and the Unit Agreement will not breach
      or result in a default under, any indenture, mortgage, deed of trust, loan
      agreement or other agreement or instrument filed or incorporated by
      reference as an exhibit to the Registration Statement, nor will such
      actions violate the Certificate of Incorporation or By-laws of the Company
      or any federal or New York statute or the Delaware General Corporation Law
      or any rule or regulation that has been issued pursuant to any federal or
      New York statute or the Delaware General Corporation Law or any order
      known to us issued pursuant to any federal or New York statute or the
      Delaware General Corporation Law by any court or governmental agency or
      body having jurisdiction over the Company or any of its subsidiaries or
      any of their properties, except that it is understood that no opinion is
      given in this paragraph (viii) with respect to any federal or state
      securities law or any rule or regulation issued pursuant to any federal or
      state securities law.

            (ix) No consent, approval, authorization, order, registration or
      qualification of or with any federal or New York governmental agency or
      body or any Delaware governmental agency or body acting pursuant to the
      Delaware General Corporation Law or, to our knowledge, any federal or New
      York court or any Delaware court acting pursuant to the Delaware General
      Corporation Law is required for the issue and sale of the Program
      Securities and the compliance by the Company with the provisions of this
      Agreement and the Indenture, except that it is understood that no opinion
      is given in this paragraph (ix) with respect to any federal or state
      securities law or any rule or regulation issued pursuant to any federal or
      state securities law.

            (x) The Registration Statement has become effective under the Act;
      and the Prospectus was filed on December 1, 2005 pursuant to Rule 424(b)
      of the rules and regulations of the Commission under the Act; and to
      knowledge of such counsel no stop order suspending the effectiveness of
      the Registration Statement has been issued or proceeding for that purpose
      or pursuant to Section 8A under the Act has been instituted or threatened
      by the Commission.

            (xi) The statements made in the Prospectus under the captions
      "Description of Notes," "General Terms of the Notes," "Description of Debt
      Securities," "Description of Warrants" and "Description of Units,"


                                       14
<PAGE>

      insofar as they purport to constitute summaries of certain terms of the
      documents referred to therein, constitute accurate summaries of the terms
      of such documents in all material respects (subject to the insertion in
      the Notes, the Warrants and/or the Units of the maturity dates, interest
      rates and other similar terms thereof which are to be described in Term
      Sheets and Pricing Supplements to the Prospectus).

            (xii) To such counsel's knowledge, there are no contracts or
      documents of a character required to be described in the Registration
      Statement or Prospectus or to be filed as exhibits to the Registration
      Statement or incorporated by reference therein which are not described and
      filed or incorporated by reference as required.

      (d) Such Agent shall have received a letter of Simpson Thacher & Bartlett
LLP, counsel for the Company or such other counsel as is acceptable to such
Agent, including in-house counsel, dated the Closing Date, to the effect that
such counsel:

            (i) advises you that each of the Registration Statement, as of its
      effective date, and the Prospectus, as of its date, appeared, on its face,
      to be appropriately responsive, in all material respects, to the
      requirements of the Act and the applicable rules and regulations of the
      Commission thereunder, except that in each case such counsel expresses no
      view with respect to the financial statements or other financial or
      statistical data contained in, incorporated or deemed incorporated by
      reference in, or omitted from the Registration Statement, the Prospectus
      or the Exchange Act reports incorporated therein; and

            (ii) nothing has come to such counsel's attention that causes such
      counsel to believe that the Registration Statement (including the
      documents incorporated by reference in the Registration Statement on file
      with the Commission on the date of this Agreement), as of the date of this
      Agreement, contained any untrue statement of a material fact or omitted to
      state any material fact required to be stated therein or necessary in
      order to make the statements therein not misleading or that the Prospectus
      (including the documents incorporated by reference in the Prospectus), as
      of its date and as of the date hereof, contained or contains any untrue
      statement of a material fact or omitted or omits to state any material
      fact necessary in order to make the statements therein, in the light of
      the circumstances under which they were made, not misleading, except that
      in each case such counsel expresses no belief with respect to the
      financial statements or other financial or statistical data contained in,
      incorporated or deemed incorporated by reference in, or omitted from the
      Registration Statement, the Prospectus or the Exchange Act reports
      incorporated therein.

      (e) Such Agent shall have received a certificate, dated the Closing Date,
of the Chairman of the Board, the President, any Vice-Chairman, the Chief


                                       15
<PAGE>

Financial Officer, the Treasurer, any Assistant Treasurer, or any other
Executive Officer of the Company named as an "executive officer" in the
Company's most recent Annual Report on Form 10-K, in which such officer shall
state, to the best of his or her knowledge after reasonable investigation, that
the representations and warranties of the Company in this Agreement are true and
correct, that the Company has complied with all agreements and satisfied all
conditions on its part to be performed or satisfied hereunder at or prior to the
date of such certificate, that no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that purpose have
been instituted or are contemplated by the Commission and that, subsequent to
the date of the most recent financial statements in the Prospectus, there has
been no material adverse change in the financial position or results of
operations of the Company and its subsidiaries, except as set forth in or
contemplated by the Prospectus or as described in such certificate.

      (f) Such Agent shall have received a letter of PricewaterhouseCoopers LLP,
addressed jointly to the Board of Directors of the Company and such Agent, dated
the Closing Date and satisfactory to such Agent, confirming that they are an
independent registered public accounting firm with respect to the Company within
the meaning of the Act, the applicable Rules and Regulations and the standards
of the Public Company Accounting Oversight Board (United States) (the "PCAOB"),
and stating in effect that (i) in their opinion, the Company's consolidated
financial statements audited by them and included in the Prospectus comply as to
form in all material respects with the applicable accounting requirements of the
Act, the Exchange Act and the Rules and Regulations, (ii) on the basis of a
reading of the latest available interim financial statements of the Company,
inquiries of certain officials of the Company who have responsibility for
financial and accounting matters and other specified procedures, nothing came to
their attention that caused them to believe that (A) any material modifications
should be made to the unaudited consolidated financial statements in the
Prospectus for them to be in conformity with accounting principles generally
accepted in the United States, (B) the unaudited consolidated financial
statements in the Prospectus do not comply as to form in all material respects
with the applicable accounting requirements of the Act, the Exchange Act and the
Rules and Regulations or are not stated on a basis substantially consistent with
that of the audited consolidated financial statements included in the
Prospectus, (C) at the date of the latest available balance sheet read by such
accounting firm, or at a subsequent specified date not more than five days prior
to the Closing Date, there was any change in the Company's common stock,
preferred stock, or long-term debt of the Company and its consolidated
subsidiaries or any decrease in total stockholders' equity of the Company and
its consolidated subsidiaries as compared with amounts shown in the latest
balance sheet included in the Prospectus; or (D) for the period from the closing
date of the latest audited income statement included in the Prospectus to the
closing date of the latest available income statement read by such accounting
firm there were any decreases, as compared with the corresponding period of the
previous year, in the


                                       16
<PAGE>

consolidated net interest income, in net interest income after provision for
loan losses, or in net income or net income per common share of the Company and
its subsidiaries on a consolidated basis, except in all instances for changes or
decreases set forth in such letter or which the Prospectus discloses have
occurred or may occur, and (iii) they have compared certain agreed dollar
amounts (or percentages derived from such dollar amounts) and other financial
information (and ratios) included in the Prospectus (to the extent that such
dollar amounts, percentages and other financial information are derived from the
general accounting records of the Company and its subsidiaries subject to the
internal controls of the Company's accounting system or are derived directly
from such records by analysis or computation) with the results obtained from
inquiries, a reading of such general accounting records and other procedures
specified in such letter, and have found such dollar amounts, percentages and
other financial information to be in agreement with such results, except as
otherwise specified in such letter. For purposes of this subsection,
"Prospectus" shall mean the Prospectus as amended and supplemented on the date
of such letter. All financial statements included in material incorporated by
reference into the Prospectus shall be deemed included in the Prospectus for
purposes of this subsection.

      (g) If the Closing Date is prior to the date of the Company's filing of
its Annual Report on Form 10-K for the year ending December 31, 2005, such Agent
shall have received a letter of KPMG LLP, addressed jointly to the Board of
Directors of the Company and such Agent, dated the Closing Date and satisfactory
to such Agent, confirming that they are an independent registered public
accounting firm with respect to Bank One Corporation and its subsidiaries ("Bank
One") within the meaning of the Act, the applicable Rules and Regulations and
the standards of the Public Company Accounting Oversight Board (United States),
and stating in effect that (i) in their opinion the consolidated financial
statements audited by them and included in the Prospectus comply as to form in
all material respects with the applicable accounting requirements of the Act and
the Rules and Regulations, (ii) on the basis of a reading of the latest
available interim financial statements of Bank One, inquiries of certain
officials of the Company who have responsibility for financial and accounting
matters and other specified procedures, nothing came to their attention that
caused them to believe that (A) the unaudited financial statements in the
Prospectus, if any, do not comply as to form in all material respects with the
applicable accounting requirements of the Act and the Rules and Regulations or
are not stated on a basis substantially consistent with that of the audited
financial statements included in the Prospectus; or (B) any material
modifications should be made to the first quarter unaudited condensed
consolidated financial statements for the three-month periods ended March 31,
2004 and 2003 incorporated by reference in the Registration Statement, for them
to be in conformity with accounting principles generally accepted in the United
States of America applied on a basis substantially consistent with that of the
audited consolidated financial statements included in Bank One's 2003 Annual
Report to Stockholders which is included in the Company's Report on Form 8-K
filed March 1, 2004, which is


                                       17
<PAGE>

incorporated by reference in the Registration Statement. For purposes of this
subsection, "Prospectus" shall mean the Prospectus as amended and supplemented
on the date of such letter. All financial statements included in material
incorporated by reference into the Prospectus shall be deemed included in the
Prospectus for purposes of this subsection.

      (h) Such Agent shall have received from Davis Polk & Wardwell, counsel for
the Agents, one or more opinions, dated the Closing Date, with respect to the
incorporation of the Company, the validity of the Program Securities, the
Registration Statement, the Prospectus and other related matters as it may
reasonably require, and the Company shall have furnished to such counsel such
documents as they may reasonably request for the purpose of enabling them to
pass upon such matters.

      Such opinion, dated as of such date, of Davis Polk & Wardwell, special tax
counsel to the Company, shall further state that the statements set forth under
the caption "United States Federal Taxation" in the Prospectus Supplement and
under the caption "Forms of Securities Limitations on Issuance of Bearer
Securities and Bearer Debt Warrants" in the Prospectus insofar as such
statements relate to statements of law or legal conclusions under the laws of
the United States or matters of United States law, fairly present the
information called for and fairly summarize the matters referred to therein.

      The opinions, certificates, letters and other documents required to be
delivered by this Section 6 shall be delivered at the office of Davis Polk &
Wardwell at 450 Lexington Avenue, New York, New York 10017, not later than 10:00
a.m., New York City time, on the date of this Agreement or at such later time
and date as may be mutually agreed by the Company and the Agents, which in no
event shall be later than the time at which the Agents commence solicitation of
purchasers of Program Securities hereunder, the time and date of such delivery
being herein called the "Closing Date". The Company will furnish each Agent with
such conformed copies of such opinions, certificates, letters and other
documents as it may reasonably request.

      In the event that, after the Closing Date, the Company shall determine (x)
to increase pursuant to and in accordance with the terms and provisions of the
Indenture, the aggregate principal amount of the Program Securities that may be
authenticated and delivered under the Indenture and/or (y) to register a portion
of the Program Securities under a registration statement or registration
statements in addition to the Registration Statement referred to in Section 2(a)
above, the Company shall (i) promptly comply with its obligations and take any
steps as are required to be taken by it pursuant to Sections 5(b), (f), (g), (h)
and (i) hereof, (ii) not later than 10:00 a.m., New York City time, on the date
on which any such supplements or amendments to the Prospectus or the
Registration Statements, or any additional registration statements, shall be
filed by the Company with the Commission under the Act and shall have been
declared or deemed effective, or at such later time and date as shall be
mutually agreed by the


                                       18
<PAGE>

Company and the Agents, deliver to each Agent and its counsel the opinions,
certificates, letters and other documents required to be delivered pursuant to
paragraphs (c), (d), (e) and (f), and if separate financial statements of Bank
One are included or incorporated by reference in the Registration Statement and
Prospectus (g) and (h) of this Section 6, and (iii) if applicable, deliver to
each Agent a certificate, dated the date each of the other certificates
delivered pursuant to clause (ii) are being delivered, executed by the Chairman
of the Board, the President, any Vice President, the Chief Financial Officer,
the Treasurer, any Assistant Treasurer, any other Executive Officer of the
Company, reaffirming each of the representations and warranties of the Company
set forth in Section 2 with respect to any registration statement, any Free
Writing Prospectus relating to the Program Securities and any prospectus
included in such registration statement filed after the date hereof relating to
the Program Securities.

      For purposes of the documents required to be delivered pursuant to the
preceding paragraph, the term "Registration Statement" shall be deemed to refer
to the Registration Statement referred to in Section 2(a), together with any
such additional registration statement or registration statements relating to
the Program Securities, in each case as amended or supplemented; the term
"Prospectus" shall refer to the Prospectus as so amended or supplemented; and
the term "Closing Date" shall be deemed to refer to the date on which the
requirements under the preceding paragraph are satisfied. As of and after the
requirements of the preceding paragraph are satisfied, the foregoing terms shall
be deemed to be so amended for all purposes of this Agreement.

      In the case of Additional Agents, the conditions set forth in paragraphs
(c), (d), (e), (f) and (g) of this Section 6 shall be deemed satisfied by the
delivery to the Additional Agents of copies of the documents delivered pursuant
to such paragraphs on the Closing Date.

      7. Additional Covenants of the Company. The Company agrees that:

      (a) Each acceptance by the Company of an offer to purchase Program
Securities shall be deemed to be an affirmation that the representations and
warranties of the Company contained in this Agreement are true and correct in
all material respects at the time of such acceptance and a covenant and an
affirmation that such representations and warranties will be true and correct at
the time of delivery to the purchaser of the Program Securities relating to such
acceptance as though made at and as of such time, it being understood that such
representations and warranties shall relate to the Registration Statement, the
Time of Sale Information and the Prospectus as amended or supplemented at such
time.

      (b) Promptly after the filing with the Commission of each amendment of or
supplement to the Registration Statement or the Prospectus under the Act (other
than (i) information filed or furnished to the Commission in a Current Report on
Form 8-K (or any successor form thereto); (ii) an exhibit to the Registration
Statement or Prospectus that does not relate to the Program


                                       19
<PAGE>

Securities; (iii) any amendment or supplement which relates only to the offering
and sale of securities other than the Program Securities or which serves only to
set forth, or reflect a change in, the terms of any Program Securities or the
principal amount of Program Securities remaining to be sold or any similar
information), the Company shall furnish each Agent with a certificate of the
Chairman of the Board, the President, any Vice-Chairman, the Chief Financial
Officer, the Treasurer, any Assistant Treasurer, or any other Executive Officer
of the Company, dated the date of such amendment, supplement or filing to the
same effect as the certificate referred to in Section 6(e), modified as
necessary to relate to the Registration Statement and the Prospectus as amended
or supplemented to the date of such certificate; provided, however, that the
Company shall not be required during any period in which it has instructed each
Agent to cease or each Agent has ceased soliciting offers to purchase Program
Securities to furnish each Agent with such certificate, provided that the
obligation of each Agent to begin thereafter to solicit offers to purchase
Program Securities shall be subject to the delivery of such certificate dated
the latest date on which the Company would, but for this proviso, have been
required to furnish such certificate.

      (c) Promptly after the filing with the Commission of each Quarterly Report
on Form 10-Q or Annual Report on Form 10-K of the Company, the Company shall
furnish each Agent requesting it with a written opinion of Simpson Thacher &
Bartlett LLP, counsel for the Company, or such other counsel as is acceptable to
each Agent, including in-house counsel, dated the date on which such Form 10-Q
or Form 10-K was filed with the Commission, to the effect set forth in Section
6(d) hereof, but modified as necessary to relate to the Registration Statement
and the Prospectus as amended or supplemented at such date; provided, however,
that in lieu of such opinion, such counsel may furnish each Agent with a letter
to the effect that such Agent may rely on a prior opinion delivered under
Section 6(d) or this Section 7(c) to the same extent as if it were dated the
date of such letter and the statements therein related to the Registration
Statement and the Prospectus as amended or supplemented at such date; provided
further, that the Company shall not be required during any period in which it
has instructed each Agent to cease or each Agent has ceased soliciting offers to
purchase Program Securities to furnish each Agent with such opinion or letter,
provided that the obligation of each Agent to begin thereafter to solicit offers
to purchase Program Securities shall be subject to the delivery of such opinion
or letter dated not earlier than the date of the most recent fiscal quarter end
if such delivery is so requested by the Agent.

      (d) Within a reasonable time after each date on which the Registration
Statement or the Prospectus shall be amended or supplemented to include
additional financial information or any document that contains additional
financial information, such as a Quarterly Report on Form 10-Q, shall be
incorporated by reference into the Prospectus, the Company shall cause
PricewaterhouseCoopers LLP or KPMG LLP, as the case may be, to furnish each
Agent with a letter, addressed jointly to the Board of Directors of the Company


                                       20
<PAGE>

and the Agents and dated such date, substantially in the form attached hereto as
Exhibit E; provided, however, that within a reasonable time after the filing
with the Commission of each Annual Report of the Company on Form 10-K, the
Company shall instead furnish each Agent with a letter addressed jointly to the
Board of Directors of the Company and the Agents and dated such date, to the
effect set forth in Section 6(f) or 6(g), as the case may be, insofar as Section
6(f) or 6(g), as the case may be, relates to such additional financial
information; provided further, that the Company shall not be required during any
period in which it has instructed each Agent to cease or each Agent has ceased
soliciting offers to purchase Program Securities to furnish each Agent with
either letter referred to above in this paragraph, provided that the obligation
of each Agent to begin thereafter to solicit offers to purchase Program
Securities shall be subject to the delivery of (i) such letter substantially in
the form of Exhibit E with respect to the period commencing with the beginning
of the first fiscal quarter following the date of the most recent Annual Report
of the Company on Form 10-K and ending with the end of the most recent fiscal
quarter or, if later, the period as to which the Company would, but for this
proviso, be required to furnish such a letter and (ii) such letter to the effect
set forth in Section 6(f) or 6(g), as the case may be, with respect to the most
recent Annual Report of the Company on Form 10-K.

      (e) In the event that the Company appoints an Additional Agent pursuant to
Section 3(c) of this Agreement, the Company shall cause PricewaterhouseCoopers
LLP or KPMG LLP, as the case may be, to deliver a letter addressed to the
Company and such Additional Agent (a "Reliance Letter") entitling such
Additional Agent to the benefits of any letter delivered by
PricewaterhouseCoopers LLP or KPMG LLP, as the case may be, pursuant to
paragraph (d) of this Section 7.

      (f) In the event that the Company appoints an Additional Agent pursuant to
Section 3(c) of this Agreement, the Company shall furnish such Additional
Agent(s) requesting it with a written opinion of Simpson Thacher & Bartlett LLP,
counsel for the Company, or such other counsel as is acceptable to such
Additional Agent, to the effect set forth in Section 6(d) or Section 7(c)
hereof, but modified as necessary to relate to the Registration Statement and
the Prospectus as amended or supplemented at the date of the latest filing by
the Company of a Quarterly Report on Form 10-Q or Annual Report on Form 10-K;
provided, however, that in lieu of such opinion, such counsel may furnish each
Additional Agent with a letter to the effect that such Additional Agent may rely
on a prior opinion delivered under Section 6(d) or Section 7(c) to the same
extent as if it were dated the date of such Form 10-Q or Form 10-K filing and
the statements therein related to the Registration Statement and the Prospectus
as amended or supplemented at such date; provided further, that the Company
shall not be required during any period in which it has instructed each Agent to
cease or each Agent has ceased soliciting offers to purchase Program Securities
to furnish each Agent with such opinion or letter, provided that the obligation
of each Agent to begin thereafter to solicit offers to purchase Program
Securities


                                       21
<PAGE>

shall be subject to the delivery of such opinion or letter dated not earlier
than the date of the most recent fiscal quarter end if such delivery is so
requested by the Agent.

      (g) The Company agrees to offer to any person who shall have agreed to
purchase Program Securities (including any Agent that has agreed to purchase
Program Securities pursuant to Section 4 hereof) the right not to purchase such
Program Securities if, on the Settlement Date for such purchase, the conditions
set forth in Sections 6(a) and (b), or either of them, shall not be satisfied.

      (h) The Company will, pursuant to reasonable procedures developed in good
faith, retain for a period of not less than three years copies of each Free
Writing Prospectus and other Time of Sale Information that is not filed with the
Commission in accordance with Rule 433 under the Act and maintain records
regarding the timing of the delivery of all applicable Time of Sale Information.

      (i) The Company will at all times use its best efforts to comply with the
disclosure requirements under the Act and Exchange Act relating to its status as
a "well-known seasoned issuer", as defined in Rule 405 of the Act, which efforts
will include the filing of all reports and materials set forth in section 1(i)
of the definition of Ineligible Issuer as defined in Rule 405 of the Act. The
Company will notify the Agents in writing promptly after learning of any event
or circumstance that may affect its status as a "well-known seasoned issuer."

      (j) The Company will pay any filing fees required by Rule 457 of the Act
in connection with filing Time of Sale Information and each Free Writing
Prospectus, by the times required under the Act.

      (k) The Company agrees that any other security that is added to the
Program Securities by post-effective amendment to the Registration Statement
shall be duly authorized by the Company. The Company shall provide to Agents
officers' certificates or opinions of counsel or comfort letters relating to
such security as the Agents may reasonably request.

      8. Certain Agreements of the Agents. Each Agent hereby represents and
agrees that:

      (a) it has not and will not use, authorize use of, refer to, or
participate in the planning for the use of, any Free Writing Prospectus, as
defined in Rule 405 under the Act (which term includes use of any written
information furnished to the Commission by the Company and not incorporated by
reference into the Registration Statement and any press release issued by the
Company) other than (i) a Free Writing Prospectus that contains no "issuer
information" (as defined in Rule 433(h)(2) under the Act) that was not included
in a previously filed Free Writing Prospectus or in the Prospectus, (ii) any
Free Writing Prospectus prepared pursuant to Section 5(a) above, or (iii) any
issuer or underwriter Free Writing Prospectus approved by the Company in advance
in writing;


                                       22
<PAGE>

      (b) it will, pursuant to reasonable procedures developed in good faith,
take steps to ensure that any Free Writing Prospectus referred to in clause
(a)(i) above will not be subject to broad unrestricted dissemination;

      (c) it will not, without the prior written consent of the Company, use any
Free Writing Prospectus that contains the final terms of the Program Securities
unless such terms have previously been included in a Free Writing Prospectus
filed with the Commission or otherwise made reasonably available to the
purchasers of Program Securities;

      (d) it will retain copies of each Free Writing Prospectus used or referred
to by it and all other Time of Sale Information, in accordance with Rule 433
under the Act;

      (e) it is not subject to any pending proceeding under Section 8A of the
Act with respect to any offering of Program Securities (and will promptly notify
the Company if any such proceeding against it is initiated during such period of
time after the first date of the public offering of the Program Securities as in
the opinion of counsel for the Agents a prospectus relating to the Program
Securities is required by law to be delivered (or required to be delivered but
for Rule 172 under the Act) in connection with sales of the Program Securities
by any Agent or dealer); and

      (f) it shall, pursuant to Rule 173 of the Act, provide, or cause its
selected dealers to provide, purchasers of Program Securities a notice required
thereby two business days following the completion of the sale.

      9. Indemnification and Contribution.

      (a) The Company will indemnify and hold harmless each Agent and each
person, if any, who controls any Agent within the meaning of the Act against any
losses, claims, damages or liabilities, joint or several, to which such Agent or
such controlling person may become subject, under the Act or otherwise, insofar
as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in the Registration Statement or the Prospectus
(or in any amendment or supplement thereto), any applicable Free Writing
Prospectus or any applicable Time of Sale Information relating to the Program
Securities, or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading; and will, as such expenses are
incurred, reimburse each Agent and each such controlling person for any legal or
other expenses reasonably incurred by such Agent or such controlling person in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company will not be liable to
an Agent or person controlling such Agent in any such case to the extent that
any such loss, claim,


                                       23
<PAGE>

damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in any such
documents in reliance upon and in conformity with written information furnished
to the Company by such Agent specifically for use therein; and provided further,
that with respect to any untrue statement or omission or alleged untrue
statement or omission made in any Time of Sale Information relating to the
Program Securities, the indemnity agreement contained in this subsection (a)
shall not inure to the benefit of any Agent (or to the benefit of any person
controlling such Agent) from whom the person asserting any such losses, claims,
damages or liabilities purchased the applicable Program Securities, to the
extent that any such loss, claim, damage or liability of such Agent or such
controlling person results from the fact that a copy of any subsequent Time of
Sale Information (which did not contain any such untrue statement or omission or
alleged untrue statement or omission) was delivered to such Agent by the Company
on a timely basis enabling such Agent so to send, give or make available a copy
of such subsequent Time of Sale Information in accordance with such Agent's
customary procedures. This indemnity agreement will be in addition to any
liability that the Company may otherwise have.

      (b) Each Agent will indemnify and hold harmless the Company, each of its
directors, each of its officers who signed the Registration Statement and each
person, if any, who controls the Company within the meaning of the Act, against
any losses, claims, damages or liabilities to which the Company or any such
director, officer or controlling person may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the Registration Statement or
the Prospectus (or in any amendment or supplement thereto), any Free Writing
Prospectus or any Time of Sale Information relating to the Program Securities,
or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or omission or
alleged omission was made in reliance upon and in conformity with written
information furnished to the Company by such Agent specifically for use therein;
and will, as such expenses are incurred, reimburse any legal or other expenses
reasonably incurred by the Company or any such director, officer or controlling
person in connection with investigating or defending any such loss, claim,
damage, liability or action. This indemnity agreement will be in addition to any
liability that such Agent may otherwise have.

      (c) Promptly after receipt by an indemnified party under this Section 9 of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under
subsection (a) or (b) above, notify the indemnifying party of the commencement
thereof, but the omission so to notify the indemnifying party will not relieve
it


                                       24
<PAGE>

from any liability that it may have to any indemnified party otherwise than
under subsection (a) or (b) above. In case any such action is brought against
any indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate
therein and, to the extent that it may wish, jointly with any other indemnifying
party similarly notified, to assume the defense thereof, with counsel
satisfactory to such indemnified party (who shall not, except with the consent
of the indemnified party, be counsel to the indemnifying party), and, after
notice from the indemnifying party to such indemnified party of its election so
to assume the defense thereof, the indemnifying party will not be liable to such
indemnified party under this Section 9 for any legal or other expenses
subsequently incurred by such indemnifying party in connection with the defense
thereof other than reasonable costs of investigation.

      (d) If recovery is not available under the foregoing indemnification
provisions of this Section, for any reason other than as specified therein, the
parties entitled to indemnification by the terms thereof shall be entitled to
contribution for liabilities and expenses, except to the extent that
contribution is not permitted under Section 11(f) of the Act. In determining the
amount of contribution to which the respective parties are entitled, there shall
be considered the relative benefits received by the Company on the one hand and
any Agent on the other from the offering by it pursuant to this Agreement of the
Program Securities that are the subject of the action (taking into account the
portion of the proceeds of the offering realized by each), the parties' relative
knowledge and access to information concerning the matter with respect to which
the claim was asserted, the opportunity to correct and prevent any statement or
omission, as well as any other relevant equitable considerations. The Company
and the Agents agree that it would not be equitable if the amount of such
contribution were determined by pro rata or per capita allocation.
Notwithstanding the provisions of this subsection (d), no Agent shall be
required to contribute any amount in excess of the amount by which the
commissions or underwriting discounts received by such Agent relating to the
Program Securities that are the subject of the action and which were distributed
to the public through it pursuant to this Agreement or upon resale of Program
Securities purchased by it from the Company exceed the amount of any damages
that such Agent has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. The Agents'
obligations to contribute are several in proportion to their respective
obligations hereunder and are not joint.

      10. Status of Each Agent. In soliciting offers to purchase Program
Securities pursuant to this Agreement and in performing its other obligations
hereunder, each Agent is acting individually and not jointly with the other
Agents and, except as contemplated by Section 4, is acting solely as agent for
the Company and not as principal. Each Agent will make reasonable efforts to
assist the Company in obtaining performance by each purchaser whose offer to
purchase Program Securities from the Company has been solicited by such


                                       25
<PAGE>

Agent and accepted by the Company, but shall have no liability to the Company in
the event any such purchase is not consummated. If the Company shall default in
the performance of its obligation to deliver Program Securities to a purchaser
whose offer it has accepted, the Company shall (i) hold each Agent harmless
against any loss, claim or damage arising from or as a result of such default
and (ii) pay to each Agent any commission to which it would have been entitled
had such Program Securities been delivered.

      11. Survival of Representations and Obligations. The respective
indemnities, agreements, representations, warranties and other statements of the
Company or its officers and the Agents set forth in or made pursuant to this
Agreement or any Terms Agreement, as the case may be, will remain in full force
and effect, regardless of any investigation or statement as to the results
thereof made by or on behalf of any Agent, the Company or any of their
respective representatives, officers or directors or any controlling person and
will survive delivery of and payment for the Program Securities. If this
Agreement or any Terms Agreement is terminated pursuant to Section 12 or for any
other reason, the Company shall remain responsible for the expenses to be paid
or reimbursed by it pursuant to Section 5(i) to the extent actually incurred by
or committed to by an Agent to the date of such termination, the obligations of
the Company pursuant to Section 5(c) shall remain in effect until the settlement
of all pending deliveries of and payment for securities and the respective
obligations of the Company and the Agents pursuant to Section 9 and the
obligations of the Company pursuant to Section 5(e) shall remain in effect.

      12. Termination. (a) The Company may elect to suspend or terminate the
offering of Program Securities under this Agreement at any time. The Company
also (as to any one or more of the Agents) or any Agent (as to itself) may
terminate the appointment and arrangements described in this Agreement. Such
actions may be taken, in the case of the Company, by giving prompt written
notice of suspension to all of the Agents and by giving not less than one day's
written notice of termination to all of the Agents, or, in the case of an Agent,
by giving not less than one day's written notice of termination to the Company.
The provisions of Sections 5(c), 5(e), 5(i), 9, and 11 hereof shall survive any
termination of this Agreement.

      (b) Any Terms Agreement executed pursuant to Section 4(a) of this
Agreement shall be subject to termination, by notice given to the Company prior
to delivery of and payment for all the Program Securities, if (a) prior to such
time (i) trading in securities generally on the New York Stock Exchange shall
have been suspended or materially limited, (ii) trading in the common stock of
the Company on the New York Stock Exchange shall have been suspended, (iii) a
general moratorium on commercial banking activities in New York shall have been
declared by Federal or New York authorities or (iv) there shall have occurred
any outbreak of hostilities or escalation thereof or other calamity or crisis
having an adverse effect on the financial markets of the United States and (b)
the occurrence or consequences of any one or more of such events shall have,


                                       26
<PAGE>

in the judgment of JPMSI, made it impracticable to market the Program Securities
on the terms and in the manner contemplated by this Agreement, the Time of Sale
Information, any Free Writing Prospectus and the Prospectus. The provisions of
Sections 5(c), 5(e), 5(i), 9 and 11 hereof shall survive any termination of the
Terms Agreement.

      (c) For the avoidance of doubt, in the event of termination of this
Agreement or any Terms Agreement with respect to any Agent, such Agent shall not
receive any compensation except in connection with a purchase by it of Program
Securities actually consummated, provided that the foregoing shall in no way
limit the provisions of Section 9, and that reimbursement by the Company to an
Agent of out-of-pocket accountable expenses actually incurred by such Agent and
to which such Agent is otherwise entitled as provided herein shall not be
prohibited.

      13. Offering Restrictions. If any Program Securities are to be offered
outside the United States, you will not offer or sell any such Program
Securities in any jurisdiction if such offer or sale would not be in compliance
with any applicable law or regulation or if any consent, approval or permission
is needed for such offer or sale by you or for or on behalf of the Company
unless such consent, approval or permission has been previously obtained.
Subject to the obligations of the Company set forth in Section 5 of this
Agreement, the Company shall have no responsibility for, and you will obtain,
any consent, approval or permission required by you for the subscription, offer,
sale or delivery by you of Program Securities, or the distribution of any
offering materials, under the laws and regulations in force in any jurisdiction
to which you are subject or in or from which you make any subscription, offer,
sale or delivery.

      14. Notices. Except as otherwise provided herein, all notices and other
communications hereunder shall be in writing and shall be deemed to have been
duly given if mailed or transmitted by any standard form of telecommunication.
Notices to the Company shall be directed to it at 270 Park Avenue, New York, New
York 10017, Attention: Office of the Secretary (facsimile No. (212) 270-2966)
and notices to any Agent shall be directed to it at the address set forth in
Exhibit A hereto.

      15. Governing Law; Counterparts. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York. This Agreement
may be executed in counterparts and the executed counterparts shall together
constitute a single instrument.

      16. Modification. No amendment, modification, supplement or waiver in
respect of this Agreement will be effective unless pursuant to an instrument in
writing and signed by each of the parties to be bound hereby.


                                       27
<PAGE>

      17. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto and supersedes all prior agreements and
understandings, both written and oral, among the parties with respect to the
subject matter of this Agreement.

                               [Signatures Follow]


                                       28
<PAGE>

                                                    JPMORGAN CHASE & CO.

                                                    By: /s/ Louis M. Morrell
                                                        ------------------------
                                                        Name: Louis M. Morrell
                                                        Title: Managing Director
J.P. MORGAN SECURITIES INC.

By: /s/ Michael Camacho
    ----------------------
    Name: Michael Camacho
    Title: Managing Director


                                       29
<PAGE>

                                                                       EXHIBIT A

Agent

J.P. Morgan Securities Inc.
270 Park Avenue
New York, NY 10017
Attention: Transaction Execution Group, 7th Floor (facsimile No. (212) 834-6702)


                                      A-1
<PAGE>

                                                                       EXHIBIT B

                              JPMORGAN CHASE & CO.

                       Global Medium-Term Notes, Series E
                            Global Warrants, Series E
                             Global Units, Series E

                         FORM OF AGENT ACCESSION LETTER

                                                                          [date]

[Name of Agent]
[Address of Agent]

Ladies and Gentlemen:

      JPMorgan Chase & Co., a Delaware corporation (the "Company"), has
previously entered into a Master Agency Agreement dated December 1, 2005 (the
"Master Agency Agreement"), among the Company and the other agents signatory
thereto (the "Existing Agents"), with respect to the issue and sale from time to
time by the Company of up to $4,000,000,000 less the initial public offering
price of any securities previously issued under the Registration Statement (or
the equivalent thereof in one or more currencies other than U.S. dollars)
aggregate initial public offering price of its Global Medium-Term Notes, Series
E, due more than nine months from the date of issue (the "Notes"), its Global
Warrants, Series E (the "Warrants") and its Global Units, Series E (the "Units"
and, together with the Notes and the Warrants, and any other securities that may
be offered by post-effective amendment to the Registration Statement, the
"Program Securities"). The Notes will be issued either alone or as part of a
Unit under the Indenture dated as of May 25, 2001, between the Company and
Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company),
as trustee (the "Trustee") (as may be supplemented or amended from time to time,
the "Indenture"). The Master Agency Agreement permits the Company to appoint one
or more additional persons to act as agent with respect to the Program
Securities, on terms substantially the same as those contained in the Master
Agency Agreement. A copy of the Master Agency Agreement, including the
Procedures with respect to the issuance of the Program Securities attached
thereto as Exhibit C, is attached hereto.

      In accordance with Section 3(c) of the Master Agency Agreement we hereby
confirm that, with effect from the date hereof, you shall become a party to, and
an Agent under, the Master Agency Agreement, vested with all the authority,
rights and powers, and subject to all duties and obligations of an Agent as if
originally named as such under the Master Agency Agreement.

      You represent and warrant that you are actually engaged in the investment
banking or securities business and that you are a member in good standing of the


                                      B-1
<PAGE>

National Association of Securities Dealers, Inc. ("NASD"). You agree that in
making sales of Program Securities, you will comply with all applicable rules of
the NASD, including without limitation, Rules 2720(l) and 2740 of the Conduct
Rules of the NASD (the "Rules"). You represent and warrant that you are fully
familiar with the above provisions of the Rules. You further represent, by your
participation in an offering of the Program Securities, that you have provided
to us all documents and other information required to be filed with respect to
you, any related person or any person associated with you or any such related
person pursuant to Section (b)(6) of NASD Rule 2710 (the "Financing Rule") as
such requirements relate to such offering, including, but not limited to
information with respect to (x) any arrangement during the period beginning 180
days immediately preceding the required filing date of an offering and through
the pricing date (the "Survey Period"), which arrangement provides for the
receipt of any item of value or the transfer of any warrants, options, or other
securities from the Company to you or your related person(s), (y) any
acquisitions of unregistered equity securities of the Company by you or your
related person(s) during the Survey Period, or (z) any new arrangement that
provides for the receipt of any additional item of value by you or your related
person(s) between the pricing date of an offering and the date ending 90 days
immediately thereafter. Terms used in clauses (x), (y) and (z) of the previous
sentence and not otherwise defined shall have the respective meanings given to
them in the Financing Rule.

      You represent that you understand the requirements of NASD
Notice-to-Members 88-101 relating to participation by NASD members in shelf
offerings. You agree that, in connection with any purchase of securities from us
that is not otherwise covered by the terms of this letter, if a selling
concession, discount or other allowance is granted to you, you will comply with
Rule 2740 of the NASD Conduct Rules.

      You agree that in selling Program Securities pursuant to any offering
(which agreement shall also be for the benefit of the Company or other seller of
such Program Securities) you will comply with all applicable rules and
regulations, including the applicable provisions of the Act and the Exchange
Act, the applicable rules and regulations of the Commission thereunder, the
applicable rules and regulations of the NASD, the applicable rules and
regulations of any securities exchange having jurisdiction over the offering,
including Rule 15c2-8 of the Exchange Act, NASD Rule 2310, NYSE Rule 405 and any
other laws, rules or regulations regarding distribution of Prospectuses,
suitability or diligence to accounts.

      Except as otherwise expressly provided herein, all terms used herein which
are defined in the Master Agency Agreement shall have the same meanings as in
the Master Agency Agreement. Your obligation to act as Agent hereunder shall be
subject to you having received copies of the most recent documents (including
any prior documents referred to therein) previously delivered to the Existing
Agents pursuant to Sections 6 and 7 of the Master Agency Agreement. By your
signature below, you confirm that such documents are to your satisfaction. For
purposes of Section 14 of the Master Agency Agreement, you confirm that your
notice details are as set forth immediately beneath your signature.


                                      B-2
<PAGE>

      Each of the parties to this letter agrees to perform its respective duties
and obligations specifically provided to be performed by each of the parties in
accordance with the terms and provisions of the Master Agency Agreement and the
Procedures, as amended or supplemented hereby.

      Notwithstanding anything in the Master Agency Agreement to the contrary,
the obligations of each of the Existing Agents and the Additional Agent(s) under
Section 9 of the Master Agency Agreement are several and not joint, and in no
case shall any Existing Agent or Additional Agent (except as may be provided in
any agreement among them) be responsible under Section 9(d) to contribute any
amount in excess of the commissions received by such Existing Agent or
Additional Agent from the offering of the Program Securities.

      This Agreement shall be governed by the laws of the State of New York.
This Agreement may be executed in one or more counterparts and the executed
counterparts taken together shall constitute one and the same agreement.

      If the foregoing correctly sets forth the agreement among the parties
hereto, please indicate your acceptance hereof in the space provided for that
purpose below.


                                      B-3
<PAGE>

                                                     Very truly yours,

                                                     JPMORGAN CHASE & CO.

                                                     By
                                                       -------------------------
                                                       Name:
                                                       Title:


CONFIRMED AND ACCEPTED, as of the
date first above written

[Insert name of Additional Agent and information pursuant
         to Section 14 of the Master Agency Agreement]


                                      B-4
<PAGE>

                                                                       EXHIBIT C

                              JPMORGAN CHASE & CO.

                       GLOBAL MEDIUM-TERM NOTES, SERIES E
                            GLOBAL WARRANTS, SERIES E
                             GLOBAL UNITS, SERIES E

                            ADMINISTRATIVE PROCEDURES

                                December 1, 2005

      The offering of Global Medium-Term Notes, Series E, due more than nine
months from the date of issue (the "Notes"), Global Warrants, Series E (the
"Warrants") and Global Units, Series E (the "Units" and, together with the Notes
and the Warrants and any other securities that may be offered by post-effective
amendment to the Registration Statement referred to below, the "Program
Securities") are to be offered on a continuing basis by JPMorgan Chase & Co.
(the "Company"). Pursuant to the Company's Master Agency Agreement dated
December 1, 2005 (the "Master Agency Agreement") between the Company and the
Agents to which these administrative procedures are attached as an exhibit,
certain firms and corporations (each an "Agent" and collectively the "Agents")
have agreed, as agents of the Company, to solicit purchases of the Program
Securities issued in fully registered form. The Program Securities are being
sold by the Company to the Agents pursuant to the Master Agency Agreement and,
if applicable, one or more terms agreements substantially in the form attached
to the Master Agency Agreement as Exhibit D, D-1, and D-2 (each a "Terms
Agreement"). The Program Securities have been registered with the Securities and
Exchange Commission (the "Commission"). The Notes will be issued, either alone
or as part of a Unit, under the Indenture dated as of May 25, 2001, as amended
from time to time, (as may be supplemented or amended from time to time, the
"Indenture"), between the Company and Deutsche Bank Trust Company Americas
(formerly known as Bankers Trust Company) ("Deutsche Bank"), as trustee (the
"Trustee"). Capitalized terms not otherwise defined in these Procedures shall
have the meanings ascribed to them in the Master Agency Agreement.

      The Warrants will be issued, either alone or as part of a Unit, pursuant
to the provisions of a Warrant Agreement between the Company and a warrant agent
to be appointed by the Company, substantially in the form of one of the
agreements filed as an exhibit to the Registration Statement referred to below
(each a "Warrant Agreement").

      The Units will be issued pursuant to a Unit Agreement among the Company
and a unit agent to be appointed by the Company substantially in the form of the
agreement filed as an exhibit to the Registration Statement (each a "Unit
Agreement"). Units may include one or more (i) Notes, (ii) Warrants or (iii) any
combination thereof. The applicable Term Sheet will specify whether the Notes
and/or Warrants comprised by a Unit may or may not be separated from the Unit.


                                      C-1
<PAGE>

      Program Securities other than Notes, Warrants, Units or any combination
thereof, whether issued alone or as part of a Unit, will have the terms as set
forth in supplements to the Prospectus and Term Sheets.

      JPMorgan Chase Bank, National Association ("JPMorgan Chase Bank") will be
the Registrar, Transfer Agent, Authenticating Agent and Paying Agent for the
Notes, and will perform the duties specified herein. For the purposes of these
Administrative Procedures, JPMorgan Chase Bank shall also refer to any designee
of JPMorgan Chase Bank under the Paying Agent, Registrar, Transfer Agent and
Authenticating Agreement. Each Note, each Warrant and each Unit will be
represented by, in the case of the Notes, a Global Note, in the case of the
Warrants, a Global Warrant, and in the case of the Units, a Global Unit (each as
defined below) delivered to JPMorgan Chase Bank, as agent for The Depository
Trust Company ("DTC"), and recorded in the book-entry system maintained by DTC
(in the case of a Note, a "Book-Entry Note," in the case of a Warrant, a
"Book-Entry Warrant," and, in the case of a Unit, a "Book-Entry Unit"). Each
Note or Warrant or other Program Security which may be included in any Unit will
be issued in the corresponding global form. Except as set forth in the
Indenture, in the case of Notes, any Warrant Agreement, in the case of Warrants
or any Unit Agreement, in the case of Units, an owner of a Book-Entry Note,
Book-Entry Warrant or Book-Entry Unit (or of any Note or Warrant included in
such Book-Entry Unit), as the case may be, will not be entitled to receive a
Certificated Note (including with respect to a Book-Entry Note included in a
Book-Entry Unit), a Certificated Warrant (including with respect to a Book-Entry
Warrant included in a Book-Entry Unit) or a Certificated Unit.

      The procedures to be followed during, and the specific terms of, the
solicitation of orders by the Agents and the sale as a result thereof by the
Company are explained below. The Company will advise the Agents and JPMorgan
Chase Bank in writing of those persons handling administrative responsibilities
with whom the Agents and JPMorgan Chase Bank are to communicate regarding orders
to purchase the Program Securities and the details of their delivery.

      Administrative procedures and specific terms of the offering are explained
below. Book-Entry Notes, Book-Entry Warrants and Book-Entry Units, which may be
payable in either U.S. dollars or other specified currencies, will be issued in
accordance with the administrative procedures set forth herein as they may
subsequently be amended as the result of changes in DTC's operating procedures.
Unless otherwise defined herein, terms defined in the Indenture, any Warrant
Agreement, the Unit Agreement, the Notes, the Warrants and the Units shall be
used herein as therein defined. The Company will advise the Agent in writing of
the employees of the Company with whom the Agent is to communicate regarding
offers to purchase Program Securities and the related settlement details. To the
extent the procedures set forth below conflict with the provisions of the
Program Securities, the Indenture, any Warrant Agreement, the Unit Agreement,
DTC's operating requirements or the Master Agency Agreement, the relevant
provisions of the Program Securities, the Indenture, any Warrant Agreement, the
Unit Agreement, DTC's operating requirements and the Master Agency Agreement
shall control.


                                      C-2
<PAGE>

           ADMINISTRATIVE PROCEDURES FOR BOOK-ENTRY NOTES, BOOK-ENTRY
                         WARRANTS AND BOOK-ENTRY UNITS

      In connection with the qualification of the Book-Entry Notes, Book-Entry
Warrants or Book-Entry Units for eligibility in the book-entry system maintained
by DTC, JPMorgan Chase Bank will perform the custodial, document control and
administrative functions described below. JPMorgan Chase Bank will perform such
functions in accordance with (i) its obligations under a Letter of
Representations from the Company to DTC dated as of May 23, 2002, and (ii) its
obligations as a participant in DTC, including DTC's Same-Day Funds Settlement
System ("SDFS").

Issuance:                     Unless otherwise specified in any Prospectus, Time
                              of Sale Information or Free Writing Prospectus on
                              any date of settlement (as defined under
                              "Settlement" below) for one or more Book-Entry
                              Notes, one or more Book-Entry Warrants or one or
                              more Book-Entry Units, the Company will issue, in
                              the case of the Notes, a single global Note in
                              fully registered form without coupons (a "Global
                              Note") representing up to U.S. $500,000,000
                              principal amount of all such Notes that have the
                              same Original Issue Date, Maturity Date and other
                              terms, and, in the case of the Warrants, a single
                              global Warrant in fully registered form (a "Global
                              Warrant"), with a notional amount of up to U.S.
                              $500,000,000 that have the same Exercise Price,
                              Exercise Date, Exercise Period, Expiration Date
                              and other terms, and in the case of Units, a
                              single global unit in fully registered form (a
                              "Global Unit"), representing up to U.S.
                              $500,000,000 face amount that have the same
                              Original Issue Date and that otherwise comprise
                              the same securities and have the same terms. Each
                              Global Note and each Global Warrant, whether
                              issued alone or as part of a Unit, will be dated
                              and issued as of the date of its authentication,
                              or countersignature as the case may be, by
                              JPMorgan Chase Bank and each Global Unit will be
                              dated and issued as of the date of the issuances
                              of the other securities comprised by such Unit.
                              Each Global Note, whether issued alone or as part
                              of a Unit, will bear an "Interest Accrual Date,"
                              which will be (i) with respect to an original
                              Global Note (or any portion thereof), its original
                              issuance date and (ii) with respect to any Global
                              Note (or any portion thereof) issued subsequently
                              upon exchange of a Global Note, or in lieu of a
                              destroyed, lost or


                                      C-3
<PAGE>

                              stolen Global Note, the most recent Interest
                              Payment Date to which interest has been paid or
                              duly provided for on the predecessor Global Note
                              or Notes (or if no such payment or provision has
                              been made, the original issuance date of the
                              predecessor Global Note), regardless of the date
                              of authentication of such subsequently issued
                              Global Note. Book-Entry Notes, Book-Entry Warrants
                              and Book-Entry Units may be payable in either U.S.
                              dollars or other specified currencies. No Global
                              Note, Global Warrant or Global Unit will
                              represent, any Certificated Note, Certificated
                              Warrant or Certificated Unit, as the case may be.

Preparation of Term Sheet:    If any order to purchase a Book-Entry Note,
                              Book-Entry Warrant or Book-Entry Unit is accepted
                              by or on behalf of the Company, the Company will
                              prepare a preliminary or final term sheet (a "Term
                              Sheet") reflecting the terms of such Note, Warrant
                              or Unit. The Company (i) will arrange to file an
                              electronic format document, in the manner
                              prescribed by the EDGAR Filer Manual, of such Term
                              Sheet with the Commission as required by Rule 433
                              under the Securities Act, and with respect to the
                              Term Sheet setting forth the final terms of the
                              Book-Entry Note, Book-Entry Warrant or Book-Entry
                              Unit, as applicable, in accordance with the
                              applicable paragraph of Rule 424(b) under the
                              Securities Act and (ii) will, as soon as possible
                              and in any event not later than the date on which
                              such Term Sheet is filed with the Commission,
                              deliver the number of copies of such Term Sheet to
                              the Agent as the Agent shall request. The Agent
                              will cause such Term Sheet to be delivered, or
                              otherwise made available, to the purchaser of the
                              Note, Warrant or Unit.

                              In each instance that a Term Sheet is prepared,
                              the Agent will affix the Term Sheet to
                              Prospectuses, product supplements and any other
                              Time of Sale Information prior to their use.
                              Outdated Term Sheets, and the Prospectuses and
                              product supplements and any other Time of Sale
                              Information to which they are attached (other than
                              those retained for files), will be destroyed.

Note Maturities:              Each Book-Entry Note will mature on a date not
                              less than nine months or more than thirty years
                              after


                                      C-4
<PAGE>

                              the Original Issue Date for such Note.

Denominations:                Unless otherwise specified in the applicable Term
                              Sheet, Book-Entry Notes will be issued in
                              principal amounts of U.S. $1,000 or any amount in
                              excess thereof that is an integral multiple of
                              U.S. $1,000 or, if such Book-Entry Notes are
                              issued in a currency other than U.S. dollars,
                              principal amounts of such currency in
                              denominations of the equivalent of U.S. $1,000
                              (rounded to an integral multiple of 1,000 units of
                              such currency), unless otherwise indicated in the
                              applicable Term Sheet. Global Notes, Global
                              Warrants and Global Units will be denominated in,
                              in the case of Global Notes, principal amounts not
                              in excess of U.S. $500,000,000, in the case of
                              Global Warrants, in aggregate notional amounts not
                              to exceed U.S. $500,000,000, and, in the case of
                              Global Units, in aggregate face amounts not to
                              exceed U.S. $500,000,000. If one or more
                              Book-Entry Notes having an aggregate principal
                              amount in excess of U.S. $500,000,000, or one or
                              more Book-Entry Warrants having an aggregate
                              notional amount in excess of U.S. $500,000,000, or
                              one or more Book-Entry Units having an aggregate
                              face amount in excess of U.S. $500,000,000 would,
                              but for the preceding sentence, be represented by
                              a single Global Note, Global Warrant or Global
                              Unit, as the case may be, then one Global Note
                              will be issued to represent each U.S. $500,000,000
                              principal amount of such Book-Entry Note or Notes,
                              one Global Warrant will be issued to represent
                              each aggregate notional amount of U.S.
                              $500,000,000 of such Book-Entry Warrant or
                              Warrants, and one Global Unit will be issued to
                              represent each aggregate face amount of U.S.
                              $500,000,000 of such Book-Entry Unit or Units and
                              an additional Global Note, Global Warrant or
                              Global Unit, will be issued to represent any
                              remaining principal amount of such Book-Entry Note
                              or Notes, aggregate notional amount of such
                              Book-Entry Warrant or Warrants or aggregate face
                              amount of such Book-Entry Unit or Units. In such a
                              case, each of the Global Notes, Global Warrants or
                              Global Units representing such Book-Entry Note or
                              Notes, such Book-Entry Warrant or Warrants, or
                              such Book-Entry Unit or Units, as the case may be,


                                      C-5
<PAGE>

                              shall be assigned the same CUSIP number.

Delivery of                   Subject to "Suspension of Solicitation; Amendment
Confirmation and              or Supplement" below, each Agent and participating
Prospectus, Product           dealer, pursuant to the terms of the Master Agency
Supplement and Term           Agreement and as herein described, will cause to
Sheet to Purchaser            be delivered, or otherwise made available, a copy
by each Agent:                of the Prospectus, including the applicable
                              product supplement and Term Sheet, to each
                              purchaser of Program Securities from such Agent or
                              Dealer.

                              For each offer to purchase a Program Security
                              solicited by any Agent and accepted by or on
                              behalf of the Company, such Agent or a
                              broker-dealer that has executed a selected dealer
                              agreement with such Agent will provide a
                              confirmation to the purchaser, setting forth the
                              details described above and delivery and payment
                              instructions, as well as the notice of allocation
                              information required by Rule 173 under the
                              Securities Act within 2 days after the terms of
                              the Program Securities become final.

                              In addition, such Agent will deliver to purchasers
                              of the Program Securities the Prospectus, product
                              supplement, Term Sheet and any other Time of Sale
                              Information, in relation to such Program Security
                              to any purchaser of the Program Securities who so
                              requests.

Suspension of                 Subject to the Company's representations,
Solicitation;                 warranties and covenants contained in the Master
Amendment or                  Agency Agreement, the Company may instruct the
Supplement:                   Agents to suspend at any time, for any period of
                              time or permanently, the solicitation of orders to
                              purchase Book-Entry Notes, Book-Entry Warrants or
                              Book-Entry Units. Upon receipt of such
                              instructions, the Agents will forthwith suspend
                              solicitation until such time as the Company has
                              advised them that such solicitation may be
                              resumed.

                              In the event that at the time the Company suspends
                              solicitation of purchases there shall be any
                              orders outstanding for settlement, the Company
                              will promptly advise the Agents and JPMorgan Chase
                              Bank whether such orders may be settled and
                              whether copies of the Prospectus as in effect at
                              the


                                      C-6
<PAGE>

                              time of the suspension, together with the
                              appropriate product supplement, Term Sheet or any
                              other Time of Sale Information, may be delivered
                              in connection with the settlement of such orders.
                              The Company will have the sole responsibility for
                              such decision and for any arrangement that may be
                              made in the event that the Company determines that
                              such orders may not be settled or that copies of
                              such Prospectus, product supplement, Term Sheet or
                              any other Time of Sale Information, may not be so
                              delivered.

                              If the Company decides to amend or supplement the
                              Registration Statement (as defined in the Master
                              Agency Agreement) or the Prospectus or any product
                              supplement, Term Sheet or any other Time of Sale
                              Information, it will promptly advise the Agents
                              and furnish the Agents with the proposed amendment
                              or supplement and with such certificates and
                              opinions as are required, all to the extent
                              required by and in accordance with the terms of
                              the Master Agency Agreement. Subject to the
                              provisions of the Master Agency Agreement, the
                              Company may file with the Commission any such
                              supplement or any product supplement to the
                              Prospectus relating to the Program Securities. The
                              Company will provide the Agents and JPMorgan Chase
                              Bank with copies of any such supplement, and
                              confirm to the Agents that such supplement has
                              been filed with the Commission pursuant to the
                              applicable paragraph of Rule 424(b).

Settlement:                   The receipt by the Company of immediately
                              available funds in payment for a Book-Entry Note,
                              a Book-Entry Warrant or a Book-Entry Unit and, in
                              the case of the Note, the authentication and
                              issuance of the Global Note representing such
                              Note, in the case of the Warrant, the
                              countersigning and issuance of the Global Warrant
                              representing such Warrant or, in the case of the
                              Unit, the completion and issuance of the Global
                              Unit representing such Unit (and of each security
                              comprised by such Unit) shall constitute
                              "settlement" with respect to such Note, Warrant or
                              Unit, as the case may be. All orders accepted by
                              the Company will be settled on the third Business
                              Day pursuant to the timetable for settlement set
                              forth below unless the Company and


                                      C-7
<PAGE>

                              the purchaser agree to settlement on another day
                              as set out in the applicable Prospectus, Time of
                              Sale Information or Free Writing Prospectus, which
                              shall be no earlier than the next Business Day.

Settlement Procedures:        Unless otherwise specified in any Prospectus, Time
                              of Sale Information or Free Writing Prospectus,
                              settlement procedures with regard to each
                              Book-Entry Note, each Book-Entry Warrant and each
                              Book-Entry Unit sold by the Company to or through
                              the Agent (unless otherwise specified pursuant to
                              a Terms Agreement), shall be as follows:

                              A.    In the case of a Book-Entry Note (whether
                                    issued alone or as part of a Unit), the
                                    Agent will advise the Company by telephone
                                    that such Note is a Book-Entry Note and of
                                    the following settlement information:

                                    1.    Principal amount.

                                    2.    Maturity Date.

                                    3.    In the case of a Fixed Rate Book-Entry
                                          Note, the Interest Rate, whether such
                                          Note will pay interest annually or
                                          semiannually and whether such Note is
                                          an Amortizing Note, and, if so, the
                                          amortization schedule, or, in the case
                                          of a Floating Rate Book-Entry Note,
                                          the Initial Interest Rate (if known at
                                          such time), Interest Payment Date(s),
                                          Interest Payment Period, Calculation
                                          Agent, Base Rate, Index Maturity,
                                          Index Currency, Interest Reset Period,
                                          Initial Interest Reset Date, Interest
                                          Reset Dates, Spread or Spread
                                          Multiplier (if any), Minimum Interest
                                          Rate (if any), Maximum Interest Rate
                                          (if any) and the Alternate Rate Event
                                          Spread (if any).

                                    4.    Redemption or repayment provisions, if
                                          any.

                                    5.    Ranking.

                                    6.    Settlement date and time (Original
                                          Issue Date).


                                      C-8
<PAGE>

                                    7.    Interest Accrual D ate.

                                    8.    Price.

                                    9.    Agent's commission, if any.

                                    10.   Specified Currency.

                                    11.   Whether the Note is an Original Issue
                                          Discount Note (an "OID Note"), and if
                                          it is an OID Note, the applicability
                                          of Modified Payment upon Acceleration
                                          (and, if so, the Issue Price).

                                    12.   Whether the Note is a Renewable Note,
                                          and if it is a Renewable Note, the
                                          Initial Maturity Date, the Final
                                          Maturity Date, the Election Dates and
                                          the Maturity Extension Dates.

                                    13.   Whether the Company has the option to
                                          reset the Spread or Spread Multiplier
                                          of the Note.

                                    14.   Whether the Note is an Optionally
                                          Exchangeable Note, a Mandatorily
                                          Exchangeable Note, or any form of
                                          exchangeable Note.

                                    15.   Any other applicable provisions.

                              B.    In the case of a Book-Entry Warrant (whether
                                    issued alone or as part of a Unit), the
                                    Agent will advise the Company by telephone
                                    that such Warrant is a Book-Entry Warrant
                                    and of the following settlement information:

                                    1.    Designation of the Series of Warrants:
                                          [Call][Put] Warrants.

                                    2.    Warrant Property.

                                    3.    Aggregate Number of Warrants.

                                    4.    Price to Public.

                                    5.    Warrant Exercise Price.

                                    6.    Agent's commission, if any.

                                    7.    Dates upon which Warrants may be
                                          exercised.

                                    8.    Expiration Date.


                                      C-9
<PAGE>

                                    9.    Form.

                                    10.   Currency in which exercise payments
                                          shall be made.

                                    11.   Minimum number of Warrants exercisable
                                          by any holder on any day.

                                    12.   Maximum number of Warrants exercisable
                                          on any day: [In the aggregate] [By any
                                          beneficial owner].

                                    13.   Formula for determining Cash
                                          Settlement Value.

                                          14.   Exchange Rate (or method of
                                          calculation).

                                    15.   Whether the Company or the holder is
                                          the writer of the Warrant.

                                    16.   Any other applicable provisions.

                              C.    In the case of a Book-Entry Unit, the Agent
                                    will advise the Company by telephone that
                                    such Unit is a Book-Entry Unit, of the
                                    information set forth in Settlement
                                    Procedures "A" above with respect to any
                                    Book-Entry Notes that constitute a part of
                                    such Book-Entry Unit, of the information set
                                    forth in Settlement Procedures "B" above
                                    with respect to any Book-Entry Warrants that
                                    constitute a part of such Book-Entry Unit
                                    and of the following information:

                                    1.    Face Amount.

                                    2.    Agent's commission, if any

                                    3.    Designation of the Securities
                                          comprised by such Units:

                                          a.    Notes (See Settlement Procedures
                                                "A" ) and

                                          b.    Warrants (See Settlement
                                                Procedures "B").

                                    4.    Whether, and the terms under which,
                                          the Securities comprised by such Unit
                                          will be separately tradeable.


                                      C-10
<PAGE>

                                    5.    Any other provisions applicable to the
                                          Unit (other than those provisions
                                          applicable to the securities comprised
                                          by such Unit).

                              D.    The Company will advise JPMorgan Chase Bank
                                    by telephone or electronic transmission
                                    (confirmed in writing at any time on the
                                    same date) of the information set forth in
                                    "Settlement Procedures" "A," "B" and "C"
                                    above, as applicable, such advice to contain
                                    a representation as to the aggregate
                                    offering price of Program Securities
                                    permitted to be issued hereunder after such
                                    issuance. JPMorgan Chase Bank will then
                                    assign a CUSIP number to the Global Note
                                    representing a Note, whether issued alone or
                                    as part of a Unit, and will notify the
                                    Company and the Agent of such CUSIP
                                    number(s) by telephone as soon as
                                    practicable, except that for Optionally
                                    Exchangeable and Mandatorily Exchangeable
                                    Notes the Agent will obtain a CUSIP number
                                    for the Global Note representing such Note
                                    and will notify the Company and JPMorgan
                                    Chase Bank of such CUSIP number(s) by
                                    telephone as soon as practicable. The Agent
                                    will obtain a CUSIP number for (i) the
                                    Global Warrant representing a Warrant,
                                    whether issued alone or as part of a Unit,
                                    and (ii) the Global Unit representing a
                                    Unit, and, in each case will notify the
                                    Company and JPMorgan Chase Bank of such
                                    CUSIP number(s) by telephone as soon as
                                    practicable.

                              E.    JPMorgan Chase Bank will enter a pending
                                    deposit message through DTC's Participant
                                    Terminal System, providing the following
                                    settlement information to DTC, the Agent and
                                    Standard & Poor's Corporation:

                                    1.    The information set forth in
                                          "Settlement Procedure" "A," "B"
                                          and "C" above, as applicable.

                                    2.    The Initial Interest Payment
                                          Date for the Notes, whether
                                          issued alone or as part of a
                                          Unit, the number of days by


                                      C-11
<PAGE>

                                          which such date succeeds the
                                          related DTC Record Date and, if
                                          known, the amount of interest
                                          payable on such Initial Interest
                                          Payment Date.

                                    3.    The CUSIP number of the Global
                                          Note (whether issued alone or as
                                          part of a Unit), Global Warrant
                                          (whether issued alone or as part
                                          of a Unit) and Global Unit, as
                                          applicable.

                                    4.    Whether the Global Note, Global
                                          Warrant or Global Unit will
                                          represent any other Book-Entry
                                          Note, Book-Entry Warrant or
                                          Book-Entry Unit, as the case may
                                          be (to the extent known at such
                                          time).

                                    5.    The number of Participant
                                          accounts to be maintained by DTC
                                          on behalf of the Agent and
                                          JPMorgan Chase Bank.

                              F.    JPMorgan Chase Bank will, as applicable,
                                    authenticate, complete and deliver the
                                    Global Note representing the Note,
                                    countersign and deliver the Global Warrant
                                    representing the Warrant, and complete the
                                    Global Unit representing the Unit
                                    (including, as applicable, by
                                    authenticating, completing and delivering
                                    any Global Note or by countersigning and
                                    delivering any Global Warrant included in
                                    such Unit).

                              G.    DTC will credit such Note, Warrant or Unit
                                    to JPMorgan Chase Bank's participant account
                                    at DTC.

                              H.    JPMorgan Chase Bank will enter an SDFS
                                    deliver order through DTC's Participant
                                    Terminal System instructing DTC to (i) debit
                                    the Note, Warrant or Unit, as the case may
                                    be, to JPMorgan Chase Bank's participant
                                    account and credit such Note, Warrant or
                                    Unit to the Agent's participant account and
                                    (ii) debit the Agent's settlement account
                                    and credit JPMorgan Chase Bank's settlement
                                    account for an amount equal to the price of
                                    such Note, Warrant or Unit, as the case may
                                    be, less the Agent's


                                      C-12
<PAGE>

                                    commission, if any. The entry of such a
                                    deliver order shall constitute a
                                    representation and warranty by JPMorgan
                                    Chase Bank to DTC that the Global Note
                                    representing a Book-Entry Note has been
                                    issued and authenticated, the Global Warrant
                                    representing a Book-Entry Warrant has been
                                    countersigned and delivered, or a Global
                                    Unit representing a Book-Entry Unit has been
                                    completed.

                              I.    Unless the Agent is the end purchaser of a
                                    Note, Warrant or Unit, the Agent will enter
                                    an SDFS deliver order through DTC's
                                    Participant Terminal System instructing DTC
                                    (i) to debit such Note, Warrant or Unit to
                                    the Agent's participant account and credit
                                    such Note, Warrant or Unit to the
                                    participant accounts of the Participants
                                    with respect to such Note, Warrant or Unit
                                    and (ii) to debit the settlement accounts of
                                    such Participants and credit the settlement
                                    account of the Agent for an amount equal to
                                    the price of such Note, Warrant or Unit.

                              J.    Transfers of funds in accordance with SDFS
                                    deliver orders described in Settlement
                                    Procedures "H" and "I" will be settled in
                                    accordance with SDFS operating procedures in
                                    effect on the settlement date.

                              K.    JPMorgan Chase Bank will credit to the
                                    account of the Company maintained at
                                    JPMorgan Chase Bank, New York, New York, in
                                    funds available for immediate use in the
                                    amount transferred to JPMorgan Chase Bank in
                                    accordance with "Settlement Procedure" "H".

                              L.    Unless the Agent is the end purchaser of the
                                    Note, Warrant or Unit, the Agent will
                                    confirm the purchase of such Note, Warrant
                                    or Unit to the purchaser either by
                                    transmitting to the Participants with
                                    respect to such Note, Warrant or Unit a
                                    confirmation order or orders through DTC's
                                    institutional delivery system or by mailing
                                    a written confirmation to such purchaser.


                                      C-13
<PAGE>

                              M.    Monthly, JPMorgan Chase Bank will send to
                                    the Company a statement setting forth the
                                    principal amount of Notes outstanding as of
                                    that date under the Indenture, in the case
                                    of Warrants, the aggregate notional amount
                                    of Warrants outstanding as of that date
                                    under any Warrant Agreement, or, in the case
                                    of Units, the aggregate face amount of Units
                                    outstanding as of that date, under the Unit
                                    Agreement, and setting forth a brief
                                    description of any sales of which the
                                    Company has advised JPMorgan Chase Bank that
                                    have not yet been settled.

Settlement Procedures         Unless otherwise specified in any Prospectus, Time
Timetable:                    of Sale Information or Free Writing Prospectus,
                              for sales by the Company of Book-Entry Notes,
                              Book-Entry Warrants or Book-Entry Units to or
                              through the Agent (unless otherwise specified
                              pursuant to a Terms Agreement) for settlement on
                              the first Business Day after the sale date,
                              Settlement Procedures "A" through "L" set forth
                              above shall be completed as soon as possible but
                              not later than the respective times in New York
                              City set forth below:

                          Settlement
                          Procedure          Time
                          ----------         ----
                          A                  11:00 A.M. on the sale date
                          B                  11:00 A.M. on the sale date
                          C                  11:00 A.M. on the sale date
                          D                  12:00 Noon on the sale date
                          E                  2:00 P.M. on the sale date
                          F                  9:00 A.M. on the settlement date
                          G                  10:00 A.M. on the settlement date
                          H-I                2:00 P.M. on the settlement date
                          J                  4:45 P.M. on the settlement date
                          K-L                5:00 P.M. on the settlement date

                              If a sale is to be settled more than one Business
                              Day after the sale date, Settlement Procedures
                              "A", "B", "C", "D" and "E" shall be completed as
                              soon as practicable but no later than


                                      C-14
<PAGE>

                              11:00 A.M., 11:00 A.M., 11:00 A.M., 12 Noon and
                              2:00 P.M., respectively, on the first Business Day
                              after the sale date. If the Initial Interest Rate
                              for a Floating Rate Book-Entry Note, whether
                              issued alone or as part of a Unit, has not been
                              determined at the time that "Settlement Procedure"
                              "A" is completed, "Settlement Procedure" "D" and
                              "E" shall be completed as soon as such rate has
                              been determined but no later than 12 Noon and 2:00
                              P.M., respectively, on the Business Day before the
                              settlement date. "Settlement Procedure" "J" is
                              subject to extension in accordance with any
                              extension of Fedwire closing deadlines and in the
                              other events specified in the SDFS operating
                              procedures in effect on the settlement date.

                              If settlement of a Book-Entry Note, Book-Entry
                              Warrant or a Book-Entry Unit is rescheduled or
                              canceled, JPMorgan Chase Bank, after receiving
                              notice from the Company or the Agent, will deliver
                              to DTC, through DTC's Participant Terminal System,
                              a cancellation message to such effect by no later
                              than 2:00 P.M. on the Business Day immediately
                              preceding the scheduled settlement date.

Failure to Settle:            If JPMorgan Chase Bank fails to enter an SDFS
                              deliver order with respect to a Book-Entry Note,
                              Book-Entry Warrant or a Book-Entry Unit pursuant
                              to Settlement Procedure "H", JPMorgan Chase Bank
                              may upon the written request of the Company
                              deliver to DTC, through DTC's Participant Terminal
                              System, as soon as practicable a withdrawal
                              message instructing DTC to debit such Note,
                              Warrant or Unit to JPMorgan Chase Bank's
                              participant account, provided that JPMorgan Chase
                              Bank's participant account contains a principal
                              amount of the Global Note representing such Note,
                              an aggregate notional amount of the Global Warrant
                              representing such Warrant, or an aggregate face
                              amount of the Global Unit representing such Unit
                              that is at least equal to the principal amount,
                              notional amount or face amount to be debited. If a
                              withdrawal message is processed with respect to
                              all the Book-Entry Notes represented by a Global
                              Note, all the Book-Entry Warrants represented by a
                              Global Warrant or all the Book-Entry Units
                              represented by a Global Unit, JPMorgan Chase Bank
                              will mark such Global Note, Global Warrant or
                              Global Unit "canceled," make appropriate entries
                              in JPMorgan Chase Bank's records and send such
                              canceled Global Note, Global Warrant or Global
                              Unit to the Company. The CUSIP number assigned to
                              such Global Note, Global Warrant or Global Unit
                              shall, in accordance with the procedures of the
                              CUSIP Service


                                      C-15
<PAGE>

                              Bureau of Standard & Poor's Corporation, be
                              canceled and not immediately reassigned. If a
                              withdrawal message is processed with respect to
                              one or more, but not all, of the Book-Entry Notes
                              represented by a Global Note, with respect to one
                              or more, but not all, of the Book-Entry Warrants
                              represented by a Global Warrant, or with respect
                              to one or more, but not all, of the Book-Entry
                              Units represented by a Global Unit, JPMorgan Chase
                              Bank will exchange such Global Note, Global
                              Warrant or Global Unit, as the case may be, for
                              two Global Notes, for two Global Warrants or for
                              two Global Units, as the case may be, one of which
                              shall represent such Book-Entry Note or Notes,
                              such Book-Entry Warrant or Warrants or such
                              Book-Entry Unit or Units and shall be canceled
                              immediately after issuance and the other of which
                              shall represent the remaining Book-Entry Notes,
                              Book-Entry Warrants or Book-Entry Units previously
                              represented by the surrendered Global Note, Global
                              Warrant or Global Unit and shall bear the CUSIP
                              number of the surrendered Global Note, Global
                              Warrant or Global Unit.

                              If the purchase price for any Book-Entry Note,
                              Book-Entry Warrant or Book-Entry Unit is not
                              timely paid to the Participants with respect to
                              such Note, Warrant or Unit by the beneficial
                              purchaser thereof (or any person, including an
                              indirect participant in DTC, acting on behalf of
                              such purchaser), such Participants and, in turn,
                              the Agent may enter SDFS deliver orders through
                              DTC's Participant Terminal System reversing the
                              orders entered pursuant to Settlement Procedures
                              "H" and "I", respectively. Thereafter, JPMorgan
                              Chase Bank will deliver the withdrawal message and
                              take the related actions described in the
                              preceding paragraph.

                              Notwithstanding the foregoing, upon any failure to
                              settle with respect to a Book-Entry Note,
                              Book-Entry Warrant or Book-Entry Unit, DTC may
                              take any actions in accordance with its SDFS
                              operating procedures then in effect.

                              In the event of a failure to settle with respect
                              to one or more, but not all, of the Book-Entry
                              Notes, Book-Entry Warrants or Book-Entry Units to
                              have been represented by a Global Note, a Global
                              Warrant or a Global Unit, as the case may be,
                              JPMorgan Chase Bank will provide, in accordance
                              with Settlement Procedures "F" and "H", for the
                              authentication and issuance of a Global Note
                              representing the Book-Entry Notes to be
                              represented by such Global Note, for the issuance
                              of a Global


                                      C-16
<PAGE>

                              Warrant representing the Book-Entry Warrants to be
                              represented by such Global Warrant and for the
                              issuance of a Global Unit representing the
                              Book-Entry Units to be represented by such Global
                              Unit and, in each case, will make appropriate
                              entries in its records.


                                      C-17
<PAGE>

                                                                       EXHIBIT D

                              JPMORGAN CHASE & CO.

                       GLOBAL MEDIUM-TERM NOTES, SERIES E

                              NOTES TERMS AGREEMENT

                                                        __________________, 200_

JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017-2070

Attention:

Re:   Master Agency Agreement dated December 1, 2005 (the "Master Agency
      Agreement")
      ------------------------------------------------------------------

      The undersigned agrees to purchase your Global Medium-Term Notes, Series
E, [specified designation] having the terms set forth below:

      Notwithstanding item 1 below, the Offering will be made pursuant to a
prospectus dated December 1, 2005, as amended by a prospectus supplement dated
December 1, 2005, a product supplement no. [ ] dated [ ] and a final term sheet
or pricing supplement which we expect to be dated on or about [ ]. The Notes are
expected to have the terms described below, but the final terms of the Notes
will be those set forth in the applicable final term sheet or pricing
supplement.

All Notes                 Fixed Rate Notes                Floating Rate Notes
- -------------------------------------------------------------------------------
Principal Amount:         Interest Rate:                  Base Rate:

Purchase Price:           Applicability of Modified       Index Maturity:
                          Payment upon Acceleration:

Price to Public:          If yes, state issue price:      Index Currency:

Settlement Date           Amortization Schedule:          Spread (Plus or
and Time:                                                 Minus):

Place of Delivery:        Applicability of Annual         Spread Multiplier:
                          Interest Payments:

Specified Currency:       Denominated Currency (if any):  Alternate Rate
                                                          Event Spread:

Original Issue Date:      Indexed Currency or             Initial Interest


                                       D-1
<PAGE>

All Notes                 Fixed Rate Notes                Floating Rate Notes
- -------------------------------------------------------------------------------
                          Currencies (if any):            Rate:

Interest Accrual Date:    Payment Currency (if any):      Initial Interest
                                                          Reset Date:

Interest Payment Dates:   Exchange Rate Agent (if any):   Interest Reset Dates:

Interest Payment Period:  Reference Dealers:              Interest Reset Period:

Maturity Date:            Face Amount (if any):           Maximum Interest Rate:

Optional Repayment        Fixed Amount of each Indexed    Minimum Interest Rate:
Date(s):                  Currency (if any):

Optional Redemption       Aggregate Fixed Amount of       Calculation Agent:
Date(s):                  each Indexed Currency
                          (if any):

Initial Redemption Date:  Applicability of Issuer's       Reporting Service:
                          Option to Extend Original
                          Maturity Date:

Initial Redemption        If yes, state Final
Percentage:               Maturity Date:

Annual Redemption
Percentage Reduction:

Ranking:

Minimum Denominations:

Other Provisions:

      1. The aggregate principal amount of the notes offered that the Agent is
hereby committed to place on the Settlement Date is _______________.

      By completing Item 1 above, the Agent agrees to place the entire Aggregate
Principal Amount of the Notes as set forth in Item 1 within the Offering Period
specified above and in accordance with the Selected Dealer Agreement. If Item 1
is not completed, the Agent is not obligated to place any amount of Notes.

      The Agents' obligation to purchase any Program Securities hereunder is
subject to the accuracy of, at the time of such purchase, the Company's
representations and warranties contained in the Master Agency Agreement and to
the Company's performance and observance of all applicable covenants and
agreements contained therein, and the satisfaction of all conditions precedent
contained therein, including, without limitation, those pursuant to Sections 6
and 7 thereof. The delivery of the following additional documents will also be


                                      D-2
<PAGE>

required by the Agents: [insert additional documents to be delivered pursuant to
Section 4].

      Except as otherwise expressly provided herein, all terms used herein which
are defined in the Master Agency Agreement shall have the same meanings as in
the Master Agency Agreement.

      The undersigned agrees to perform its duties and obligations specifically
provided to be performed by the Agents in accordance with the terms and
provisions of the Master Agency Agreement and the Procedures, as amended or
supplemented hereby.

      This Agreement shall be subject to the termination provisions of Section
12 of the Master Agency Agreement.

      This Agreement shall be governed by and construed in accordance with the
laws of the State of New York. This Agreement may be executed in one or more
counterparts and the executed counterparts taken together shall constitute one
and the same agreement.


                                       D-3
<PAGE>

                                              J.P. MORGAN SECURITIES INC.,

                                              By:
                                                 -------------------------------
                                                 Name:
                                                 Title:

Accepted:

JPMORGAN CHASE & CO.

By:
   -------------------------------
   Name:
   Title:


                                       D-4
<PAGE>

                                                                     EXHIBIT D-1

                              JPMORGAN CHASE & CO.

                            GLOBAL WARRANTS, SERIES E

                            WARRANTS TERMS AGREEMENT

                                                       ___________________, 200_

JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017-2070

Attention:

      Re:   Master Agency Agreement dated December 1, 2005 (the "Master Agency
            Agreement")
            ------------------------------------------------------------------

      The undersigned agrees to purchase your Global Warrants, Series E,
[specified designation] having the terms set forth below:

      Notwithstanding item 1 below, the Offering will be made pursuant to a
prospectus dated December 1, 2005, as amended by a prospectus supplement dated
December 1, 2005, a product supplement no. [ ] dated [ ] and a final term sheet
or pricing supplement which we expect to be dated on or about [ ]. The Warrants
are expected to have the terms described below, but the final terms of the
Warrants will be those set forth in the applicable final term sheet or pricing
supplement.

Warrants:
- --------------------------------------------------------------------------------
Designation of the Series of Warrants: [Call] [Put] Warrants

Warrant Property:

Aggregate Number of Warrants:

Date(s) upon which Warrants may be exercised:

Currency in which exercise payments shall be made:

Exchange Rate (or method of calculation:

Expiration Date:

Form of Settlement:


                                      D-1-1
<PAGE>

Warrants:
- --------------------------------------------------------------------------------
[Call Price:](1)

[Formula for determining Cash Settlement Value:](2)

[Amount of Warrant Property Salable per Warrant:](3)

[Put Price for such specified amount of Warrant Property per Warrant:](2)

[Method of delivery of any Warrant Property to be delivered for sale upon
exercise of Warrants:](3)

Other Terms:

      1. The aggregate principal amount of the notes offered that the Agent is
hereby committed to place on the Settlement Date is _______________.

      By completing Item 1 above, the Agent agrees to place the entire Aggregate
Principal Amount of the Warrants as set forth in Item 1 within the Offering
Period specified above and in accordance with the Selected Dealer Agreement. If
Item 1 is not completed, the Agent is not obligated to place any amount of
Warrants.

      The Agents' obligation to purchase any Program Securities hereunder is
subject to the accuracy of, at the time of such purchase, the Company's
representations and warranties contained in the Master Agency Agreement and to
the Company's performance and observance of all applicable covenants and
agreements contained therein, and the satisfaction of all conditions precedent
contained therein, including, without limitation, those pursuant to Sections 6
and 7 thereof. The delivery of the following additional documents will also be
required by the Agents: [insert additional documents to be delivered pursuant to
Section 4].

      Except as otherwise expressly provided herein, all terms used herein which
are defined in the Master Agency Agreement shall have the same meanings as in
the Master Agency Agreement.

      The undersigned agrees to perform its duties and obligations specifically
provided to be performed by the Agents in accordance with the terms and

- ----------
(1)   Applicable to Call Warrants

(2)   Applicable to Put Warrants

(3)   Applicable to Put Warrants only if such Put Warrants contemplate that the
      holder deliver Warrant Property to settle Put Warrants


                                      D-1-2
<PAGE>

provisions of the Master Agency Agreement and the Procedures, as amended or
supplemented hereby.

      This Agreement shall be subject to the termination provisions of Section
12 of the Master Agency Agreement.

      This Agreement shall be governed by and construed in accordance with the
laws of the State of New York. This Agreement may be executed in one or more
counterparts and the executed counterparts taken together shall constitute one
and the same agreement.


                                      D-1-3
<PAGE>

                                              J.P. MORGAN SECURITIES INC.,

                                              By:
                                                 -------------------------------
                                                 Name:
                                                 Title:

Accepted:

JPMORGAN CHASE & CO.
By:
   -------------------------------
   Name:
   Title:


                                      D-1-4
<PAGE>

                                                                     EXHIBIT D-2

                              JPMORGAN CHASE & CO.

                             GLOBAL UNITS, SERIES E

                              UNITS TERMS AGREEMENT

                                                       ___________________, 200_

JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017-2070

Attention:

      Re:   Master Agency Agreement dated December 1, 2005 (the "Master Agency
            Agreement")
           -------------------------------------------------------------------

      The undersigned agrees to purchase your Global Units, Series E, [specified
designation] having the terms set forth below:

      Notwithstanding item 1 below, the Offering will be made pursuant to a
prospectus dated December 1, 2005, as amended by a prospectus supplement dated
December 1, 2005, a product supplement no. [ ] dated [ ] and a final term sheet
or pricing supplement which we expect to be dated on or about [ ]. The Units are
expected to have the terms described below, but the final terms of the Units
will be those set forth in the applicable final term sheet or pricing
supplement.

All Units:                         Warrants Issued as Part of a Unit:
- --------------------------------------------------------------------------------
Settlement Date and Time:          Designation of the Series of Warrants: [Call]
                                   [Put] Warrants

Number (Face Amount):              Warrant Property:

Purchase Price:                    Aggregate Number of Warrants:

Specified Currency:                Date(s) upon which Warrants may be exercised:

Severability:                      Currency in which exercise payments
                                   shall be made:

Other Terms:                       Exchange Rate (or method of calculation:

                                   Expiration Date:

                                   Form of Settlement:


                                     D-2-1
<PAGE>

All Units:                         Warrants Issued as Part of a Unit:
- --------------------------------------------------------------------------------
                                   [Call Price:](1)
                                   [Formula for determining Cash Settlement
                                   Value:](2)

                                   [Amount of Warrant Property Salable per
                                   Warrant:](3)

                                   [Put Price for such specified amount of
                                   Warrant Property per Warrant:](2)

                                   [Method of delivery of any Warrant Property
                                   to be delivered for sale upon exercise of
                                   Warrants:](3)

                                   Other Terms:

                                                           Floating Rate
All Notes Issued           Fixed Rate Notes Issued         Notes Issued as Part
as Part of a Unit:         as Part of a Unit:              of a Unit:
- --------------------------------------------------------------------------------
Principal Amount:          Interest Rate:                  Base Rate:


Purchase Price:            Applicability of Modified       Index Maturity:
                           Payment upon Acceleration:

Price to Public:           If yes, state issue price:      Index Currency:

Settlement Date and Time:  Amortization Schedule:          Spread (Plus
                                                           or Minus):

Place of Delivery:         Applicability of Annual         Spread Multiplier:
                           Interest Payments:

Specified Currency:        Denominated Currency            Alternate Rate Event
                           (if any):                       Spread:

Original Issue Date:       Indexed Currency or             Initial Interest
                           Currencies (if any):            Rate:


Interest Accrual Date:     Payment Currency (if any):      Initial Interest
                                                           Reset Date:

Maturity Date:             Exchange Rate Agent (if any):   Interest Reset Dates:

Interest Payment Date(s):  Reference Dealers:              Interest Reset
                                                           Period:

Interest Payment Period:   Face Amount (if any):           Maximum Interest
                                                           Rate:

- ----------
(1)   Applicable to Call Warrants

(2)   Applicable to Put Warrants

(3)   Applicable to Put Warrants only if such Put Warrants contemplate that the
      holder deliver Warrant Property to settle Put Warrants


                                     D-2-2
<PAGE>

                                                           Floating Rate
All Notes Issued           Fixed Rate Notes Issued         Notes Issued as Part
as Part of a Unit:         as Part of a Unit:              of a Unit:
- --------------------------------------------------------------------------------
Optional Repayment         Fixed Amount of each Indexed    Minimum Interest
Date(s):                   Currency (if any):              Rate:

Optional Redemption        Aggregate Fixed Amount of each  Calculation Agent:
Date(s):                   Indexed Currency (if any):

Initial Redemption Date:   Applicability of Issuer's       Reporting Service:
                           Optionto Extend Original
                           Maturity Date:

Initial Redemption         If yes, state Final
Percentage:                Maturity Date:

Annual Redemption

Percentage Reduction:

Ranking:

Series:

Minimum Denominations:

Other Terms:

      1. The aggregate principal amount of the notes offered that the Agent is
hereby committed to place on the Settlement Date is _______________.

      By completing Item 1 above, the Agent agrees to place the entire Aggregate
Principal Amount of the Units as set forth in Item 1 within the Offering Period
specified above and in accordance with the Selected Dealer Agreement. If Item 1
is not completed, the Agent is not obligated to place any amount of Units.

      The Agents' obligation to purchase any Program Securities hereunder is
subject to (i) the accuracy of, at the time of such purchase, the Company's
representations and warranties contained in the Master Agency Agreement and to
the Company's performance and observance of all applicable covenants and
agreements contained therein, and the satisfaction of all conditions precedent
contained therein, including, without limitation, those pursuant to Sections 6
and 7 thereof. The delivery of the following additional documents will also be
required by the Agents: [insert additional documents to be delivered pursuant to
Section 4].

      Except as otherwise expressly provided herein, all terms used herein which
are defined in the Master Agency Agreement shall have the same meanings as in
the Master Agency Agreement.

      The undersigned agrees to perform its duties and obligations specifically
provided to be performed by the Agents in accordance with the terms and
provisions of the Master Agency Agreement and the Procedures, as amended or
supplemented hereby.


                                     D-2-3
<PAGE>

      This Agreement shall be subject to the termination provisions of Section
12 of the Master Agency Agreement.

      This Agreement shall be governed by and construed in accordance with the
laws of the State of New York. This Agreement may be executed in one or more
counterparts and the executed counterparts taken together shall constitute one
and the same agreement.


                                     D-2-4
<PAGE>

                                              J.P. MORGAN SECURITIES INC.

                                              By:
                                                 -------------------------------
                                                 Name:
                                                 Title:

Accepted:

JPMORGAN CHASE & CO.

By:
   -------------------------------
   Name:
   Title:


                                     D-2-5
<PAGE>

                                                                       EXHIBIT E

                     [PriceWaterhouseCoopers LLP Letterhead]

[Date]
Board of Directors
JPMorgan Chase & Co.
270 Park Avenue
New York, NY 10017

JPMorgan Chase & Co.
and
J.P. Morgan Securities Inc.
(the "Agent")
Ladies and Gentlemen:

We have audited:

1.    The consolidated financial statements of JPMorgan Chase & Co. and its
      subsidiaries (the "Firm") as of December 31, 2004 and 2003 and for each of
      the three years in the period ended December 31, 2004 included in the
      Firm's Annual Report on Form 10-K for the year ended December 31, 2004
      (the "Form 10-K").

2.    Management's assessment of the effectiveness of the Firm's internal
      control over financial reporting as of December 31, 2004 which is included
      in the Form 10-K.

3.    The effectiveness of the Firm's internal control over financial reporting
      as of December 31, 2004.

The consolidated financial statements and management's assessment referred to
above are all incorporated by reference in the registration statement (No.
on Form S-3 filed by the Firm under the Securities Act of 1933, as amended (the
"Act"); our report with respect thereto is also incorporated by reference in
such registration statement. Such registration statement, together with the
Prospectus dated December 1, 2005 and the Prospectus Supplement dated December
1, 2005 in connection with the offering of Global Medium-Term Notes, Series E,
Global Warrants, Series E and Global Units, Series E, are herein collectively
referred to as the Registration Statement.

In connection with the Registration Statement:

1.    We are an independent registered public accounting firm with respect to
      the Firm within the meaning of the Act and the applicable rules and
      regulations thereunder adopted by the Securities and Exchange Commission
      (the "SEC") and the Public Company Accounting Oversight Board (United
      States) (the "PCAOB").

<PAGE>

2.    In our opinion, the Firm's consolidated financial statements audited by us
      and incorporated by reference in the Registration Statement comply as to
      form in all material respects with the applicable accounting requirements
      of the Act and the Securities Exchange Act of 1934 (the "Exchange Act")
      and the related rules and regulations adopted by the SEC.

3.    We have not audited any financial statements of the Firm as of any date or
      for any period subsequent to December 31, [    ]; although we have
      conducted an audit for the year ended December 31, [    ], the purpose
      (and therefore the scope) of the audit was to enable us to express our
      opinion on the consolidated financial statements as of December 31, [    ]
      and for the year then ended, but not on the financial statements for any
      interim period within that year. Therefore, we are unable to and do not
      express any opinion on the unaudited consolidated balance sheet and the
      unaudited consolidated statements of income, changes in stockholders'
      equity and cash flows, included in the Firm's quarterly reports on Form
      10-Q for the quarter ended [    ] incorporated by reference in the
      Registration Statement, or on the financial position, results of
      operations or cash flows as of any date or for any period subsequent to
      December 31, [    ]. Also, we have not audited the Firm's internal control
      over financial reporting as of any date subsequent to December 31, [    ].
      Therefore, we do not express any opinion on the Firm's internal control
      over financial reporting as of any date subsequent to December 31, [    ].

4.    For purposes of this letter, we have read the minutes of the [    ]
      meetings of the Board of Directors and the Audit Committee of the Firm,
      as set forth in the minute books at [    ], officials of the Firm having
      advised us that the minutes of all such meetings through that date were
      set forth therein (except for the minutes of the [    ] [Audit Committee
      meeting and the] [    ] Board of Directors meeting which were not approved
      in final form, but for which the meeting agendas were provided to us;
      Firm officials have represented that such agendas include all substantive
      actions taken at such meetings), and have carried out other procedures to
      [    ] (our work did not extend to the period from [    ] to [    ],
      inclusive) as follows:

      a.    With respect to the [    ]-month periods ended [    ] and [    ],
            we have:

            (i)   performed procedures (completed on [    ]) specified by the
                  PCAOB for a review of interim financial information as
                  described in SAS No. 100, Interim Financial Information, on
                  the unaudited consolidated financial statements for the [    ]
                  -month period ended [    ], included in the Firm's quarterly
                  reports on Form 10-Q for the quarter ended [    ],
                  incorporated by reference in the Registration Statement; and

            (ii)  inquired of certain officials of the Firm who have
                  responsibility for financial and accounting matters whether
                  the unaudited


                                      E-2
<PAGE>

                  consolidated financial statements referred to in a(i) above
                  comply as to form in all material respects with the applicable
                  accounting requirements of the Exchange Act as it applies to
                  Form 10-Q and the related rules and regulations adopted by the
                  SEC.

      b.    With respect to the period from [    ] to [    ], we have:

            (i)   read the unaudited consolidated financial data of the Firm for
                  [month] of both [    ] and [    ] furnished to us by the Firm,
                  officials of the Firm having advised us that no such financial
                  data as of any date or for any period subsequent to [   ] were
                  available; and

            (ii)  inquired of certain officials of the Firm who have
                  responsibility for financial and accounting matters as to
                  whether the unaudited consolidated financial data referred to
                  in b(i) above are stated on a basis substantially consistent
                  with that of the audited consolidated financial statements
                  incorporated by reference in the Registration Statement.

      The foregoing procedures do not constitute an audit made in accordance
      with standards of the PCAOB. Also, they would not necessarily reveal
      matters of significance with respect to the comments in the following
      paragraph. Accordingly, we make no representations as to the sufficiency
      of the foregoing procedures for your purposes.

5.    Nothing came to our attention as a result of the foregoing procedures,
      however, that caused us to believe that:

      a.    (i)   Any material modifications should be made to the unaudited
                  consolidated financial statements described in 3, incorporated
                  by reference in the Registration Statement, for them to be in
                  conformity with accounting principles generally accepted in
                  the United States.

            (ii)  The unaudited consolidated financial statements described in 3
                  do not comply as to form in all material respects with the
                  applicable accounting requirements of the Exchange Act as it
                  applies to Form 10-Q and the related rules and regulations
                  adopted by the SEC.

      b.    (i)   At [    ] there was any change in the common or preferred
                  stock, increase in long-term debt of the Firm as compared with
                  amounts shown in the [    ] unaudited consolidated balance
                  sheet incorporated by reference in the Registration Statement,
                  or (ii) for the period from [    ] to [    ], there was any
                  decrease, as compared with the corresponding period in the
                  preceding year, in consolidated net income, except in all
                  instances for changes, increases or decreases which the
                  Registration Statement discloses


                                      E-3
<PAGE>

                  have occurred or may occur [and except that the unaudited
                  consolidated financial data as of and month ended [    ],
                  which were furnished to us by the Firm, showed the following
                  changes:]

                                                                   Increase
[(in millions)                            [Date]      [Date]      (Decrease)
                                          -----------------------------------
Common Stock                              $[    ]     $[    ]     $[    ]
Long term debt                            $[    ]     $[    ]     $[    ]

                                          [    ] to    [    ] to   [    ] to
                                          [    ]       [    ]      [    ]
                                          -----------------------------------
Consolidated net income                   $[    ]      $[    ]    $[    ]]


6.    As mentioned in 4b, Firm officials have advised us that no consolidated
      financial data as of any date or for any period subsequent to [    ] are
      available; accordingly, the procedures carried out by us with respect to
      changes in financial statement items after [    ] have, of necessity, been
      even more limited than those with respect to the periods referred to in 4.
      We have inquired of certain officials of the Firm who have responsibility
      for financial and accounting matters as to whether:

      a.    At [    ] there was any change in the common or preferred stock,
            increase in the long-term debt or decrease in total stockholders'
            equity of the Firm as compared with amounts shown in the [    ]
            unaudited consolidated balance sheet incorporated by reference in
            the Registration Statement, except for:

            [    ]

      On the basis of these inquiries and our reading of the minutes as
      described in 4, nothing came to our attention that caused us to believe
      that there was any such change, increase or decrease, except in all
      instances for changes, increases or decreases which the Registration
      Statement discloses have occurred or may occur.

      [Officials of the Firm informed us however, that they can make no comments
      with respect to consolidated net income for the period from [    ] to
      [    ], as compared with the corresponding period in the preceding year,
      or to decreases in total stockholders' equity as of [    ], as compared
      with the corresponding amount shown in the [    ] unaudited consolidated
      balance sheet incorporated by reference in the Registration Statement.]


                                      E-4
<PAGE>

7.    For purposes of this letter, we have also read the items identified by you
      on the attached copies of (a) the Firm's annual report on Form 10-K for
      the year ended December 31, [    ], (b) the Prospectus and Prospectus
      Supplement dated December 1, 2005, (c) the Firm's quarterly report on Form
      10-Q for the quarter ended [    ], and have performed certain procedures
      with respect to such information, which were applied as indicated with
      respect to the symbols explained in Attachment 1. We make no comment as to
      whether the SEC would view any non-GAAP financial information included or
      incorporated by reference in the Registration Statement as being compliant
      with the requirements of Regulation G or Item 10 of Regulation S-K.

      For purposes of this letter, when performing procedures on average
      balances, we make no comment as to the appropriateness of the Firm's
      method of computing average balances.

8.    Our audit of the consolidated financial statements for the periods
      referred to in the introductory paragraph of this letter comprised audit
      tests and procedures deemed necessary for the purpose of expressing an
      opinion on such financial statements taken as a whole. For none of the
      periods referred to therein, or any other period, did we perform audit
      tests for the purpose of expressing an opinion on individual balances of
      accounts or summaries of selected transactions such as those identified by
      you above, and accordingly, we express no opinion thereon.

9.    It should be understood that we make no representations regarding
      questions of legal interpretation or regarding the sufficiency for your
      purposes of the procedures enumerated in Attachment 1; also, such
      procedures would not necessarily reveal any material misstatement of the
      amounts or percentages identified by you above. Further, we have addressed
      ourselves solely to the foregoing data as set forth or incorporated by
      reference in the Registration Statement and make no representations
      regarding the adequacy of disclosure or regarding whether any material
      facts have been omitted.

10.   This letter is solely for the information of the addressees and to assist
      the Agent in conducting and documenting its investigation of the affairs
      of the Firm in connection with the offering of the securities covered by
      the Registration Statement, and is not to be used, circulated, quoted, or
      otherwise referred to for any other purpose, including but not limited to
      the registration, purchase, or sale of securities, nor is it to be filed
      with or referred to in whole or in part in the Registration Statement or
      any other document, except that reference may be made to it in the Agent
      agreement or in any list of closing documents pertaining to the offering
      of the securities covered by the Registration Statement.

Yours very truly,


                                      E-5
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.(P)
<SEQUENCE>3
<FILENAME>e22886ex4_p.txt
<DESCRIPTION>CALCULATION AGENT AGREEMENT
<TEXT>

                                                                    Exhibit 4(p)

                              JPMORGAN CHASE & CO.

                           CALCULATION AGENT AGREEMENT

      CALCULATION AGENT AGREEMENT dated as of December 1, 2005 between JPMorgan
Chase & Co., a Delaware corporation (hereinafter called the "Issuer"), having
its principal office at 270 Park Avenue, New York, New York 10017-2070, and J.P.
Morgan Securities Inc. (hereinafter sometimes called the "Calculation Agent,"
which term shall, unless the context shall otherwise require, include its
successors and assigns), having its principal office at 270 Park Avenue, New
York, New York 10017-2070.

      WHEREAS, the Issuer proposes to issue and sell from time to time up to
$4,000,000,000 less the initial public offering price of any securities
previously issued under the Registration Statement on Form S-3 file No. 333-[ ]
(the "Registration Statement"), as filed with the Securities and Exchange
Commission under the Securities Act of 1933 (or the equivalent thereof in one or
more currencies other than U.S. dollars) aggregate initial public offering price
of its Global Medium-Term Notes, Series E, due more than nine months from the
date of issue (the "Notes"), its Global Warrants, Series E (the "Warrants") and
its Global Units, Series E (the "Units" and, together with the Notes and
Warrants and any other securities that may be offered by post-effective
amendment to the Registration Statement, the "Program Securities"), as such
amount may be increased from time to time upon due authorization by the Issuer.
The Notes will be issued, either alone or as part of a Unit, pursuant to the
provisions of an indenture dated as of May 25, 2001, between the Company and
Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company),
as trustee (the "Trustee") (as may be supplemented or amended from time to time,
the "Indenture").

      NOW IT IS HEREBY AGREED THAT:

      1. The Issuer hereby appoints J.P. Morgan Securities Inc., as Calculation
Agent for the Notes, upon the terms and subject to the conditions herein set
forth, and J.P. Morgan Securities Inc. hereby accepts such appointment. The
Calculation Agent shall act as an agent of the Issuer for the purpose of
determining any payments to be made on the Notes.

      2. Attached as Exhibits A-1, A-2, A-3, A-4, A-5 and A-6 are the forms of
Notes and the Calculation Agent hereby acknowledges its acceptance of the forms
of the Notes.

      3. The Issuer shall notify the Calculation Agent of the issuance of the
Notes and, at the time of such issuance, shall deliver to the Calculation Agent
all information in the possession of the Issuer for the calculation of any
payments


<PAGE>

thereunder. The Calculation Agent shall calculate any payments due on the Notes
in accordance with the terms of such Notes, the Indenture and the provisions of
this Agreement. In addition, the Calculation Agent shall maintain, or cause to
be maintained, records permitting it to calculate any amounts due (as set forth
in the Notes).

      4. Promptly following the determination of any amount due, the Calculation
Agent will cause to be forwarded to the Issuer, the Trustee and any paying agent
for the Notes information regarding the amount due.

      5. The Issuer will pay such compensation as shall be agreed upon and the
expenses, including reasonable counsel fees, incurred by the Calculation Agent
in connection with its duties hereunder to the Calculation Agent upon receipt of
such invoices as the Issuer shall reasonably require.

      6. Notwithstanding any satisfaction or discharge of the Notes or the
Indenture, the Issuer will indemnify the Calculation Agent against any losses,
liabilities, costs, claims, actions or demands which it may incur or sustain or
which may be made against it in connection with its appointment or the exercise
of its powers and duties hereunder as well as the reasonable costs, including
reasonable fees and expenses of counsel in defending any claim, action or
demand, except such as may result from the negligence or willful misconduct of
the Calculation Agent or any of its employees. The Calculation Agent shall incur
no liability and shall be indemnified and held harmless by the Issuer for, or in
respect of, any actions taken or suffered to be taken in good faith by the
Calculation Agent in reliance upon (i) the written opinion or advice of counsel
or (ii) written instructions from the Issuer.

      7. The Calculation Agent accepts its obligations herein set forth upon the
terms and conditions hereof, including the following, to all of which the Issuer
agrees:

                  (i) in acting under this Agreement and in connection with the
            Notes, the Calculation Agent, acting as agent for the Issuer, does
            not assume any obligation towards, or any relationship of agency or
            trust for or with, any of the holders of the Notes;

                  (ii) unless herein otherwise specifically provided, any order,
            certificate, notice, request or communication from the Issuer made
            or given under any provision of this Agreement shall be sufficient
            if signed or given by any person whom the Calculation Agent
            reasonably believes to be a duly authorized officer or
            attorney-in-fact of the Issuer;


<PAGE>

                  (iii) the Calculation Agent shall be obligated to perform only
            such duties as are expressly set forth herein and any duties
            necessarily incidental thereto;

                  (iv) the Calculation Agent shall be protected and shall incur
            no liability for or in respect of any action taken or omitted to be
            taken or anything suffered in good faith by it in reliance upon
            anything contained in the Notes, the Indenture or any information
            supplied to it by the Issuer pursuant to this Agreement, including
            the information to be supplied pursuant to paragraph 3 above.

                  (v) the Calculation Agent, whether acting for itself or in any
            other capacity, may become the owner or pledgee of Notes with the
            same rights as it would have had if it were not acting hereunder as
            Calculation Agent; and

                  (vi) the Calculation Agent shall incur no liability hereunder
            except for loss sustained by reason of its own negligence or willful
            misconduct.

      8. (a) The Calculation Agent may, in its sole discretion, designate one or
more reference treasury dealers (each a "Reference Treasury Dealer") for
purposes of quoting rates or yields in accordance with the terms of the Notes.
Forthwith upon such initial designation or any change in the identity of any
Reference Treasury Dealer, the Calculation Agent shall notify the Issuer and the
Trustee of such designation or change. The Calculation Agent shall not be
responsible to the Issuer or any third party for any failure of any Reference
Treasury Dealer to fulfill its duties or meet its obligations as a Reference
Treasury Dealer or as a result of the Calculation Agent's having acted (except
in the event of negligence or willful misconduct) on any quotation or other
information given by any Reference Treasury Dealer that subsequently may be
found to be incorrect.

            (b) Except as provided below, the Calculation Agent may at any time
      resign as Calculation Agent by giving written notice to the Issuer and the
      Trustee of such intention on its part, specifying the date on which its
      desired resignation shall become effective, provided that such notice
      shall be given not less than 60 days prior to the said effective date
      unless the Issuer and the Trustee otherwise agree in writing; provided,
      however, if the Calculation Agent has given not less than 60 days' prior
      notice of its desired resignation, and during such 60 days a successor
      Calculation Agent has not accepted its appointment as successor
      Calculation Agent, the Calculation Agent so resigning may petition any
      court of competent jurisdiction for the appointment of a successor
      Calculation Agent. The Issuer covenants that it shall appoint a successor
      Calculation Agent as soon as practicable after receipt of any notice of
      resignation hereunder.


<PAGE>

      Except as provided below, the Calculation Agent may be removed by the
filing with it and the Trustee of an instrument in writing signed by the Issuer
specifying such removal and the date it shall become effective (such effective
date being at least 20 days after said filing). Any such resignation or removal
shall take effect upon:

                  (i) the appointment by the Issuer as provided herein of a
            successor Calculation Agent; and

                  (ii) the acceptance of such appointment by such successor
            Calculation Agent.

      Upon its resignation or removal becoming effective, the retiring
Calculation Agent shall be entitled to the payment of its compensation and the
reimbursement of all expenses (including reasonable counsel fees) incurred by
such retiring Calculation Agent pursuant to paragraph 5 hereof.

            (c) If at any time the Calculation Agent shall resign or be removed,
      or shall become incapable of acting or shall be adjudged bankrupt or
      insolvent, or liquidated or dissolved, or an order is made or an effective
      resolution is passed to wind up the Calculation Agent, or if the
      Calculation Agent shall file a voluntary petition in bankruptcy or make an
      assignment for the benefit of its creditors, or shall consent to the
      appointment of a receiver, administrator or other similar official of all
      or any substantial part of its property, or shall admit in writing its
      inability to pay or meet its debts as they mature, or if a receiver,
      administrator or other similar official of the Calculation Agent or of all
      or any substantial part of its property shall be appointed, or if any
      order of any court shall be entered approving any petition filed by or
      against the Calculation Agent under the provisions of any applicable
      bankruptcy or insolvency law, or if any public officer shall take charge
      or control of the Calculation Agent or its property or affairs for the
      purpose of rehabilitation, conservation or liquidation, then a successor
      Calculation Agent shall be appointed by the Issuer by an instrument in
      writing filed with the successor Calculation Agent and the Trustee. Upon
      the appointment as aforesaid of a successor Calculation Agent and
      acceptance by the latter of such appointment, the former Calculation Agent
      shall cease to be Calculation Agent hereunder.

            (d) Any successor Calculation Agent appointed hereunder shall
      execute and deliver to its predecessor, the Issuer and the Trustee an
      instrument accepting such appointment hereunder, and thereupon such
      successor Calculation Agent, without any further act, deed or conveyance,
      shall become vested with all the authority, rights, powers, immunities,
      duties and obligations of such predecessor with like effect as if
      originally named as the Calculation Agent hereunder, and such predecessor,
      upon


<PAGE>

      payment of its compensation, charges and disbursements then unpaid, shall
      thereupon become obliged to transfer and deliver, and such successor
      Calculation Agent shall be entitled to receive, copies of any relevant
      records maintained by such predecessor Calculation Agent.

            (e) Any corporation or other entity into which the Calculation Agent
      may be merged or converted or any corporation or other entity with which
      the Calculation Agent may be consolidated or any corporation resulting
      from any merger, conversion or consolidation to which the Calculation
      Agent shall be a party shall, to the extent permitted by applicable law,
      be the successor Calculation Agent under this Agreement without the
      execution or filing or any paper or any further act on the part of any of
      the parties hereto. Notice of any such merger, conversation or
      consolidation shall forthwith be given to the Issuer and the Trustee.

            (f) The provision of paragraph 6 hereof shall survive any
      resignation or removal of the Calculation Agent hereunder.

      9. Any notice required to be given hereunder shall be delivered in person,
sent by letter or telex or telecopy or communicated by telephone (subject, in
the case of communication by telephone, to confirmation dispatched within two
business days by letter, telex or telecopy), in the case of the Issuer, to it at
the address set forth in the heading of this Agreement, Attention: Corporate
Treasury; in the case of the Calculation Agent, to it at the address set forth
in the heading of this Agreement, Attention: Structured Investments, Private
Banking Marketing Desk; and in the case of the Trustee, to it at 60 Wall Street,
MS NYC60-2515, New York, NY 10005, Attention: Trust and Securities Services; or,
in any case, to any other address of which the party receiving notice shall have
notified the party giving such notice in writing.

      10. This Agreement may be amended only by a writing duly executed and
delivered by each of the parties signing below.

      11. The provisions of this Agreement shall be governed by, and construed
in accordance with, the internal laws of the State of New York.

      This Agreement may be executed in counterparts and the executed
counterparts shall together constitute a single instrument.


<PAGE>

      IN WITNESS WHEREOF, this Agreement has been executed and delivered as of
the date and year first above written.

                                                    JPMORGAN CHASE & CO.
                                                    By:    /s/ Louis M. Morrell
                                                           ---------------------
                                                        Name:  Louis M. Morrell
                                                        Title: Managing Director

                                                    J.P. MORGAN SECURITIES INC.
                                                    By: /s/ Michael Camacho
                                                           ---------------------
                                                        Name:  Michael Camacho
                                                        Title: Managing Director
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.(Q)
<SEQUENCE>4
<FILENAME>e22886ex4_q.txt
<DESCRIPTION>AGENT(S) AGREEMENT
<TEXT>

                                                                    Exhibit 4(q)

                  PAYING AGENT, REGISTRAR & TRANSFER AGENT AND
                         AUTHENTICATING AGENT AGREEMENT

      THIS AGREEMENT is dated as of March 23, 2005, and shall remain in effect
thereafter, among JPMorgan Chase & Co., a corporation organized under the laws
of the State of Delaware (the "Issuer"), Deutsche Bank Trust Company Americas
(f/k/a Bankers Trust Company), a New York banking corporation (the "Trustee"),
and JPMorgan Chase Bank, National Association, a national banking association
(the "Bank").

                                   WITNESSETH:

      WHEREAS, the Issuer has entered into an Indenture, dated as of May 25,
2001 (the "Indenture"), with the Trustee, pursuant to which the Issuer may issue
its unsecured debentures, notes or other evidences of indebtedness to be issued
in one or more series (the "Securities") up to such principal amount or amounts
as may from time to time be authorized in accordance with the terms thereof;

      WHEREAS, the Issuer wishes to appoint the Bank as paying agent, registrar
and transfer agent under the Indenture;

      WHEREAS, the Issuer and the Trustee wish to appoint the Bank as
Authenticating Agent under the Indenture;

      WHEREAS, all things necessary to make this Agreement a valid agreement
according to the terms of the Indenture have been done;

      NOW, THEREFORE, the Issuer, the Trustee and the Bank, for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, hereby mutually covenant and agree as follows:

      SECTION 1. Paying Agent. (a) Appointment. In accordance with and subject
to Section 3.04 of the Indenture, the Issuer hereby appoints the Bank, and the
Bank hereby accepts such appointment, to act, on the terms and conditions
specified herein, as paying agent (the "Paying Agent") in connection with any
series of Securities issued under the Indenture, unless the parties hereto
otherwise agree to the contrary.

      (b) Availability of Funds. The Issuer shall assure that funds are
available to the Paying Agent not later than 12:00 noon New York City time on or
prior to each due date of the principal of or interest on the Securities of any
series, in immediately available funds sufficient to pay the principal of, and
interest on, each of the Securities of such series (together with any additional
amounts payable pursuant to the terms of such Securities) as the case may be.
The Issuer shall promptly notify the Trustee of any failure to take such action.
When used herein, the terms "principal" and "interest" shall have the meanings
ascribed to them in Section 1.01 of the Indenture.


<PAGE>

      (c) Application of Funds; Return of Unclaimed Funds. Until used or applied
as herein provided and except as otherwise provided in the terms of any series
of Securities, all funds made available to the Paying Agent hereunder shall be
held for the purposes for which they were received but need not be segregated
from other funds except to the extent required by law.

      (d) Agreements with the Trustee. The Paying Agent shall (i) hold all sums
received by it as such agent for the payment of the principal of or interest on
any Securities of such series (whether such sums have been paid to it by the
Issuer or by any other obligor on the Securities of such series) in trust for
the benefit of the holders of the Securities of such series or the Coupons
appertaining thereto, if any, or of the Trustee, and (ii) give the Trustee
notice of any failure by the Issuer (or by any other obligor on the Securities
of such series) to make any payment of the principal of or interest on the
Securities when the same shall be due and payable.

      (e) No Agency Relationship. In acting under this Agreement or in
connection with any series of Securities issued under the Indenture, the Paying
Agent is acting solely as agent of the Issuer and shall not assume any
relationship of agency or trust for or with any Securityholder, except that all
funds held by the Bank for payment of principal of or interest on the Securities
shall be held in trust by it and applied to payments of the Securities subject
to the limitations set forth herein and in the terms of the Security.

      SECTION 2. Registrar and Transfer Agent. (a) Appointment. The Issuer
hereby appoints the Bank, and the Bank hereby accepts such appointment, to act,
on the terms and conditions specified herein, as registrar and transfer agent
(the "Registrar and Transfer Agent") in connection with any series of Securities
issued under the Indenture, unless the parties hereto otherwise agree to the
contrary.

      (b) Rights and Obligations. The Registrar and Transfer Agent shall have
the same rights and obligations with respect to the registration and transfer of
any series of Securities that the Issuer has outstanding under Sections 2.08 and
3.02 of the Indenture.

      SECTION 3. Authenticating Agent. (a) Appointment. In accordance with and
subject to Section 6.13 of the Indenture, the Issuer and the Trustee hereby
appoint the Bank, and the Bank hereby accepts such appointment, to act, on the
terms and conditions specified herein, as authenticating agent (the
"Authenticating Agent") on behalf of the Trustee to authenticate Securities,
including Securities issued upon exchange, registration of transfer, partial
redemption or pursuant to Section 2.09 of the Indenture, unless the parties
hereto otherwise agree to the contrary.

      (b) Representation and Warranty. The Authenticating Agent hereby
represents and warrants that it is, and at all times during which this Agreement
is


                                       2
<PAGE>

in effect will be (i) a national association organized and doing business under
the laws of the United States of America or of any State, (ii) authorized under
such laws to exercise corporate trust powers, (iii) an institution having a
combined capital and surplus of at least $5,000,000 (determined as provided in
Section 6.09 of the Indenture with respect to the Trustee) and (iv) subject to
supervision or examination by Federal or State authority.

      (c) Authorized Representatives. From time to time the Issuer will furnish
the Authenticating Agent with a certificate or similar form of evidence of the
Issuer demonstrating the incumbency of officers authorized to execute Securities
and Issuer Orders on behalf of the Issuer (an "Authorized Representative").
Until the Authenticating Agent receives a subsequent incumbency certificate or
similar form of evidence of the Issuer, the Authenticating Agent shall be
entitled to rely on the last such certificate or similar form of evidence
delivered to it for purposes of determining the Authorized Representatives.

      (d) Reliance on an Issuer Order. The Authenticating Agent shall incur no
liability to the Issuer in acting hereunder on instructions which the recipient
believed in good faith to have been given by an Authorized Representative.

      SECTION 4. Liability. Neither the Bank nor its officers or employees
shall be liable for any act or omission hereunder except in the case of gross
negligence or willful misconduct. The duties and obligations of the Bank, its
officers and employees shall be determined by the express provisions of this
Agreement and they shall not be liable except for the performance of such duties
and obligations as are specifically set forth herein and no implied covenants
shall be read into this Agreement against them. The Bank may consult with
counsel and shall be fully protected in any action taken in good faith in
accordance with the advice of counsel. Neither the Bank nor its officers or
employees shall be required to ascertain whether any issuance or sale of
Securities (or any amendment or termination of this Agreement) has been duly
authorized or is in compliance with any other agreement to which the Issuer is a
party (whether or not the Bank is also a party of such other agreement).

      SECTION 5. Indemnification. The Issuer agrees to indemnify and hold
harmless the Bank, its directors, officers, employees and agents from and
against any and all liabilities (including liability for penalties), losses,
claims, damages, actions, suits, judgments, demands, costs and expenses
(including reasonable legal fees and expenses) relating to or arising out of or
in connection with its or their performance under this Agreement, except to the
extent that they are caused by the gross negligence or willful misconduct of the
Bank. The foregoing indemnity includes, but is not limited to, any action taken
or omitted in good faith within the scope of this Agreement upon telephone,
telecopier or other electronically transmitted instructions, if authorized
herein, received from or believed by the Bank in good faith to have been given
by an Authorized Representative. In no event shall the Bank be liable for
special, indirect or


                                       3
<PAGE>

consequential loss or damage of any kind whatsoever (including but not limited
to lost profits) even if the Bank has been advised of the likelihood of such
loss or damage and regardless of the form of action. This indemnity shall
survive the resignation or removal of the Bank and the satisfaction or
termination of this Agreement.

      SECTION 6. The Trustee. Deutsche Bank Trust Company Americas, in its
capacity as Trustee hereunder shall be afforded all of the rights, powers,
immunities and indemnities set forth in the Indenture as if such rights, powers,
immunities and indemnities were specifically set forth herein.

      SECTION 7. Compensation of the Bank. The Issuer agrees to pay the
compensation of the Bank at such rates as shall be agreed upon from time to time
and to reimburse the Bank its out-of-pocket expenses (including reasonable legal
fees and expenses), disbursements and advances incurred or made in accordance
with any provisions of this Agreement. The obligations of the Issuer to the Bank
pursuant to this Section shall survive the resignation or removal of the Bank
and the satisfaction or termination of this Agreement.

      SECTION 8. Notices. Notices and other communications hereunder shall be
in writing and shall be addressed as follows, or to such other addresses as the
parties hereto shall specify from time to time:

      (i) if to the Issuer:

      JPMorgan Chase & Co.
      270 Park Avenue
      New York, New York 10017
      Attention: Neila Radin
      Phone: (212) 270-0938
      Fax: (212) 270-1222

      (ii) if to the Bank:

      JPMorgan Chase Bank, National Association
      Institutional Trust Services
      4 New York Plaza, 15th Floor
      New York, New York 10004
      Attention: Bill Lee
      Phone:   (212) 623-5340
      Fax:     (212) 623-6274

      (iii) if to the Trustee:

      Deutsche Bank Trust Company Americas
      (f/k/a Bankers Trust Company)
      Trust & Securities Services


                                       4
<PAGE>

      60 Wall Street
      MS NYC60-2710
      New York, New York 10005-2858
      Attention: Irina Golovashchuk
      Phone:   (212) 250-2191
      Fax:     (212) 797-8614

      SECTION 9. Resignation or Removal of Bank. (a) Resignation by Bank.
Subject to Section 9(c) the Bank may at any time resign in its capacity as any
agent designated hereunder by giving written notice to the Issuer (and, in the
case of resignation in its capacity as the Authenticating Agent, to the Trustee)
of such intention on its part, specifying the date on which its desired
resignation shall become effective; provided, however, that such date shall be
not less than three months after the giving of such notice by the Bank to the
Issuer and, if applicable, to the Trustee.

      (b) Removal by Issuer. The Issuer may at any time remove the Bank in its
capacity as any agent designated hereunder by giving written notice to the Bank
specifying such capacity upon which the removal relates and the date upon which
it is intended to become effective.

      (c) Effective Date. Such resignation or removal shall take effect on the
date of the appointment by the Issuer (and if applicable, the Trustee) of a
successor agent and the acceptance of such appointment by such successor agent.
In the event of resignation by the Bank in any capacity, if a successor agent
has not been appointed by the Issuer within three months after the giving of
notice by the Bank of its intention to resign in such capacity, the Bank may, at
the expense of the Issuer, petition any court of competent jurisdiction for
appointment of a successor Bank.

      SECTION 10. Benefit of Agreement. This Agreement is solely for the
benefit of the parties hereto, their successors and assigns, and no other person
shall acquire or have any right under or by virtue hereof.

      SECTION 11. Securities Held by the Bank. The Bank, in its individual or
other capacity, may become the owner or pledgee of the Securities with the same
rights it would have if it were not acting as the Paying Agent, the Registrar
and Transfer Agent or the Authenticating Agent hereunder.

      SECTION 12. Governing Law. This Agreement is to be delivered and
performed in the State of New York, and shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the laws of
the State of New York.

      SECTION 13. Counterparts. This Agreement may be executed by the parties
hereto in any number of counterparts, and by each of the parties hereto in
separate counterparts. Each such counterpart, when so executed and delivered,


                                       5
<PAGE>

shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same instrument.

      SECTION 14. Capitalized Terms. Capitalized terms used herein but not
otherwise defined shall have the meanings ascribed to them in the Indenture.


                                       6
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on their behalf by their officers thereunto duly authorized, all as of
the date and year first above written.

                                                 JPMORGAN CHASE & CO.

                                                 By: /s/ Louis M. Morrell
                                                     ---------------------------
                                                     Name:  Louis M. Morrell
                                                     Title: Managing Director

                                                 JPMORGAN CHASE BANK,
                                                   NATIONAL ASSOCIATION

                                                 By: /s/ Tai Bill Lee
                                                     ---------------------------
                                                     Name:  Tai Bill Lee
                                                     Title: Vice President

                                                 DEUTSCHE BANK TRUST COMPANY
                                                   AMERICAS (f/k/a Bankers Trust
                                                   Company)

                                                 By: /s/ Irina Golovashchuk
                                                     ---------------------------
                                                     Name:  Irina Golovashchuk
                                                     Title: Associate


                                       7
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.(1)
<SEQUENCE>5
<FILENAME>e22886ex5_1.txt
<DESCRIPTION>OPINION OF SIMPSON THACHER AND BARLETT LLP
<TEXT>
                                                                     Exhibit 5.1

                         SIMPSON THACHER & BARTLETT LLP

                              425 LEXINGTON AVENUE
                            NEW YORK, N.Y. 10017-3954
                                 (212) 455-2000
                            FACSIMILE (212) 455-2502

                                                      December 1, 2005

JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017

Ladies and Gentlemen:

      We have acted as counsel to JPMorgan  Chase & Co., a Delaware  corporation
(the "Company"),  in connection with the Registration Statement on Form S-3 (the
"Registration Statement") filed by the Company, with the Securities and Exchange
Commission (the "Commission")  under the Securities Act of 1933, as amended (the
"Securities  Act"),  relating to (i) debt securities ("Debt  Securities");  (ii)
contracts for the purchase and sale of  securities  issued by us or by an entity
affiliated or not affiliated with us, a basket of those securities,  an index or
indices of those securities or any combination thereof, currencies, commodities,
or other  property (the "Purchase  Contracts");  (iii) warrants to purchase Debt
Securities  ("Debt  Warrants"),  to receive cash  determined  by reference to an
index or indices ("Index Warrants"),  to receive cash determined by reference to
currencies  ("Currency  Warrants"),  to receive cash  determined by reference to
interest rates ("Interest Rate Warrants"), or to purchase or sell (a) securities
of an  entity  other  than  JPMorgan  Chase,  a  basket  of such  securities  or
commodities, or (b) receive cash determined by reference to any other financial,
economic  or  other   measure  or  instrument   including   the   occurrence  or
non-occurrence of any other event or circumstance,  any combination of the above
("Universal Warrants," and together with Debt Warrants, Index Warrants, Currency
Warrants and Interest Rate Warrants, the "Warrants");  and (iv) Debt Securities,
Warrants and Purchase  Contracts or any combination  thereof that may be offered
in the  form of  Units  ("Units").  The  Debt  Securities,  Purchase  Contracts,
Warrants and Units are hereinafter referred to collectively as the "Securities."
The  Securities  may be issued  and sold or  delivered  from time to


<PAGE>

time as set forth in the  Registration  Statement,  any amendment  thereto,  the
prospectus   contained  therein  (the   "Prospectus")  and  supplements  to  the
Prospectus  (the  "Prospectus  Supplements")  and pursuant to Rule 415 under the
Securities Act and one or more product supplements and/or pricing supplements.

      The Debt Securities,  if any, are to be issued from time to time as senior
indebtedness  of the Company  under an  indenture  dated as of May 25, 2001 (the
"Indenture")  entered into between the Company and Deutsche  Bank Trust  Company
Americas (formerly Bankers Trust Company), as trustee (the "Trustee").

      The Debt Warrants,  if any, will be issued under a debt warrant  agreement
(the "Debt Warrant Agreement") to be entered into between the Company and a debt
warrant agent. The Index Warrants, if any, will be issued under an index warrant
agreement (the "Index Warrant Agreement") to be entered into between the Company
and an index warrant agent. The Currency Warrants,  if any, will be issued under
a currency warrant  agreement (the "Currency  Warrant  Agreement") to be entered
into  between  the Company  and a currency  warrant  agent.  The  Interest  Rate
Warrants,  if any, will be issued under an interest rate warrant  agreement (the
"Interest Rate Warrant Agreement") to be entered into between the Company and an
interest  rate warrant  agent.  The Universal  Warrants,  if any, will be issued
under a universal  warrant agreement (the "Universal  Warrant  Agreement") to be
entered into between the Company and a universal warrant agent. The Debt Warrant
Agreement,  the Index Warrant  Agreement,  the Currency Warrant  Agreement,  the
Interest  Rate  Warrant  Agreement  and  the  Universal  Warrant  Agreement  are
hereinafter referred to collectively as the "Warrant  Agreements." Each party to
a Warrant  Agreement  other than the  Company is referred  to  hereinafter  as a
"Counterparty."

      The  Units,  if any,  will be issued  under a unit  agreement  (the  "Unit
Agreement")  to be entered  into between the Company and a unit agent (the "Unit
Agent").

      We have examined the Registration  Statement,  the Indenture,  the form of
Purchase Contract,  the forms of Warrant Agreements,  the form of Unit Agreement
and the forms of  Securities,  each of which have been filed with the Commission
as exhibits to the Registration  Statement. We also have examined the originals,
or  duplicates  or certified or conformed  copies,  of such  corporate  records,
agreements,   documents  and  other   instruments   and  have  made  such  other
investigations  as we have deemed  relevant and necessary in connection with the
opinions  hereinafter  set  forth.  As to  questions  of fact  material  to this
opinion,  we have relied upon  certificates  or  comparable  documents of public
officials and of officers and representatives of the Company.


                                       2

<PAGE>

      In rendering the opinions set forth below, we have assumed the genuineness
of all signatures,  the legal capacity of natural  persons,  the authenticity of
all documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as duplicates or certified or conformed copies,
and the  authenticity  of the originals of such latter  documents.  We also have
assumed that (1) the  Indenture is the valid and legally  binding  obligation of
the  Trustee;  (2) at the  time of  execution,  countersignature,  issuance  and
delivery of any Warrants,  the related  Warrant  Agreement will be the valid and
legally binding obligation of each Counterparty  thereto; and (3) at the time of
execution,  countersignature,  issuance and  delivery of any Units,  the related
Unit  Agreement  will be the valid and legally  binding  obligation  of the unit
agent thereto.

      We have  assumed  further  that at the  time of  execution,  issuance  and
delivery of the Purchase Contracts,  such Purchase Contracts will have been duly
authorized, executed and delivered by the Company.

      We have assumed  further that at the time of execution,  countersignature,
issuance and delivery of any Warrants,  the related Warrant  Agreement will have
been duly authorized, executed and delivered by the Company.

      We have assumed  further that at the time of execution,  countersignature,
issuance and delivery of any Units,  the related Unit  Agreement  will have been
duly authorized, executed and delivered by the Company.

      Based upon the foregoing,  and subject to the qualifications,  assumptions
and limitations stated herein, we are of the opinion that:

            1. With respect to the Debt  Securities,  assuming (a) the taking of
      all  necessary  corporate  action to approve the issuance and terms of any
      Debt Securities,  the terms of the offering thereof and related matters by
      the Board of  Directors  of the  Company,  a duly  constituted  and acting
      committee of such Board or duly  authorized  officers of the Company (such
      Board of Directors,  committee or authorized  officers  being  referred to
      herein as the "Board") and (b) the due execution, authentication, issuance
      and delivery of such Debt  Securities,  upon payment of the  consideration
      therefor provided for in the applicable definitive purchase,  underwriting
      or similar  agreement  approved by the Board and  otherwise in  accordance
      with the provisions of the applicable  Indenture and such agreement,  such
      Debt Securities will constitute  valid and legally binding  obligations of
      the Company enforceable against the Company in accordance with their terms

            2. With respect to the Purchase  Contracts,  assuming (a) the taking
      of all  necessary  corporate  action by the Board to approve the execution
      and delivery of the Purchase  Contracts in the form filed as an exhibit to
      the  Registration


                                       3

<PAGE>

      Statement and (b) the due execution, issuance and delivery of the Purchase
      Contracts,  upon payment of the consideration for such Purchase  Contracts
      provided  for in  the  applicable  definitive  purchase,  underwriting  or
      similar  agreement  approved by the Board and otherwise in accordance with
      the provisions of the Purchase Contracts and such agreement,  the Purchase
      Contracts will  constitute  valid and legally  binding  obligations of the
      Company enforceable against the Company in accordance with their terms.

            3. With  respect  to the  Warrants,  assuming  (a) the taking of all
      necessary  corporate  action by the Board to  approve  the  execution  and
      delivery of a related Warrant Agreement in the form filed as an exhibit to
      the  Registration  Statement and (b) the due execution,  countersignature,
      issuance and delivery of such Warrants,  upon payment of the consideration
      for such  Warrants  provided for in the  applicable  definitive  purchase,
      underwriting or similar  agreement  approved by the Board and otherwise in
      accordance  with the  provisions of the applicable  Warrant  Agreement and
      such agreement,  such Warrants will  constitute  valid and legally binding
      obligations of the Company  enforceable  against the Company in accordance
      with their terms.

            4.  With  respect  to the  Units,  assuming  (a) the  taking  of all
      necessary  corporate  action by the Board to authorize and approve (1) the
      issuance  and terms of the Units,  (2) the  execution  and delivery of any
      Purchase  Contracts that are a component of the Units in the form filed as
      an exhibit to the Registration  Statement,  (3) the execution and delivery
      of the Warrant Agreement with respect to any Warrants that are a component
      of  the  Units  in the  form  filed  as an  exhibit  to  the  Registration
      Statement;  and (4) the issuance and terms of the Debt Securities that are
      a component of the Units,  the terms of the  offering  thereof and related
      matters  and (b) the due  execution,  authentication,  in the case of such
      Debt Securities, issuance and delivery of (1) the Units, (2) such Purchase
      Contracts,  (3) such Warrants and (4) such Debt  Securities,  in each case
      upon  the  payment  of  the  consideration  therefor  provided  for in the
      applicable definitive purchase, underwriting or similar agreement approved
      by the Board  and in  accordance  with the  provisions  of the  applicable
      Purchase  Contracts,  in the  case  of  such  Purchase  Contracts,  and in
      accordance with the provisions of the applicable Warrant Agreement, in the
      case of  such  Warrants,  and  the  Indenture,  in the  case of such  Debt
      Securities,   such  Units  will  constitute   valid  and  legally  binding
      obligations of the Company,  enforceable against the Company in accordance
      with their terms.

      Our opinions set forth in  paragraphs 1 through 4 above are subject to the
effects of (i) bankruptcy,  insolvency,  fraudulent conveyance,  reorganization,
moratorium  and other  similar laws relating to or affecting  creditors'  rights
generally, (ii) general equitable principles (whether considered in a proceeding
in  equity  or at law) and  (iii) an  implied  covenant  of good  faith and fair
dealing.


                                       4

<PAGE>

      We do not express any opinion herein concerning any law other than the law
of the State of New York,  the federal law of the United States and the Delaware
General  Corporation  Law  (including the statutory  provisions,  all applicable
provisions  of  the  Delaware   Constitution  and  reported  judicial  decisions
interpreting the foregoing).

      We hereby consent to the filing of this opinion letter as Exhibit 5 to the
Registration  Statement  and to the use of our name  under  the  caption  "Legal
Opinions" in the Prospectus included in the Registration Statement.

                                            Very truly yours,

                                            /s/ Simpson Thacher & Bartlett LLP

                                            SIMPSON THACHER & BARTLETT LLP


                                       5
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.(A)
<SEQUENCE>6
<FILENAME>e22886ex23a.txt
<DESCRIPTION>CONSENT OF INDEPENDENT REGISTERED PUB. ACC. FIRM
<TEXT>
                                                                   Exhibit 23(a)

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated February 22, 2005 relating to the
financial statements, management's assessment of the effectiveness of internal
control over financial reporting and the effectiveness of internal control over
financial reporting, which appears in JPMorgan Chase & Co.'s Annual Report on
Form 10-K for the year ended December 31, 2004. We also consent to the reference
to us under the heading "Experts" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
New York, New York
December 1, 2005
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.(B)
<SEQUENCE>7
<FILENAME>e22886ex23b.txt
<DESCRIPTION>CONSENT OF KPMG LLP
<TEXT>
                                                                   Exhibit 23(b)

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors
JPMorgan Chase & Co.:

We consent to the incorporation by reference in this Registration Statement on
Form S-3 ("Registration Statement") of JPMorgan Chase & Co. of our report dated
January 20, 2004, relating to the consolidated balance sheets of Bank One
Corporation and subsidiaries ("Bank One") as of December 31, 2003 and 2002, and
the related consolidated statements of income, stockholders' equity and cash
flows for each of the years in the three-year period ended December 31, 2003,
which appear in JPMorgan Chase & Co.'s Current Report on Form 8-K dated March 1,
2004. Our report dated January 20, 2004 refers to Bank One's adoption of FASB
Interpretation No. 46, Consolidation of Variable Interest Entities, effective
December 31, 2003, and the discontinuance and sale of Bank One's corporate trust
services business in 2003.

/s/ KPMG LLP

KPMG LLP
Chicago, Illinois
December 1, 2005
</TEXT>
</DOCUMENT>
<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>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
