EX-24 4 s8ex24.txt EXHIBIT 24 DATED 7/3/O1 POA'S Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her capacity as an officer or director of J.P. MORGAN CHASE & CO., a Delaware corporation (the "Corporation"), hereby constitutes and appoints, DOUGLAS A. WARNER III, WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, JOHN C. WILMOT 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 shares of Common Stock, par value $1.00 per share ("Common Stock"), of the Corporation pursuant to resolutions adopted by the Board of Directors of the Corporation on January 16, 2001, authorizing the preparation and filing of one or more registration statements on Form S-8 or such other Form or Forms as are then appropriate for the registration of Common Stock issuable pursuant to the Corporation's long-term incentive plan and other stock option plans, the Corporation's employee stock purchase plan, the qualified savings or thrift plan and non-qualified deferred compensation plan or other employee benefit plan or plans in which employees of the Corporation or any of its subsidiaries may participate, including without limiting the generality of the foregoing, power and authority to sign such registration statement, and any and all amendments, including post-effective amendments, supplements and exhibits thereto (collectively, the "Registration Statement") to be filed with the SEC, and to sign any and all instruments or documents to be filed as a part of or in connection with such Registration Statement or any and all amendments thereto, whether such instruments or documents are filed before or after the effective date of such Registration Statement, to file such Registration Statement so signed, together with any and all instruments or documents to be filed as a part of or in connection with such Registration Statement, with the SEC, 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 July 3, 2001. /s/ Hans W. Becherer ---------------------------- Hans W. Becherer Director Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her capacity as an officer or director of J.P. MORGAN CHASE & CO., a Delaware corporation (the "Corporation"), hereby constitutes and appoints, DOUGLAS A. WARNER III, WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, JOHN C. WILMOT 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 shares of Common Stock, par value $1.00 per share ("Common Stock"), of the Corporation pursuant to resolutions adopted by the Board of Directors of the Corporation on January 16, 2001, authorizing the preparation and filing of one or more registration statements on Form S-8 or such other Form or Forms as are then appropriate for the registration of Common Stock issuable pursuant to the Corporation's long-term incentive plan and other stock option plans, the Corporation's employee stock purchase plan, the qualified savings or thrift plan and non-qualified deferred compensation plan or other employee benefit plan or plans in which employees of the Corporation or any of its subsidiaries may participate, including without limiting the generality of the foregoing, power and authority to sign such registration statement, and any and all amendments, including post-effective amendments, supplements and exhibits thereto (collectively, the "Registration Statement") to be filed with the SEC, and to sign any and all instruments or documents to be filed as a part of or in connection with such Registration Statement or any and all amendments thereto, whether such instruments or documents are filed before or after the effective date of such Registration Statement, to file such Registration Statement so signed, together with any and all instruments or documents to be filed as a part of or in connection with such Registration Statement, with the SEC, 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 July 3, 2001. /s/ Riley P. Bechtel -------------------- Riley P. Bechtel Director Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her capacity as an officer or director of J.P. MORGAN CHASE & CO., a Delaware corporation (the "Corporation"), hereby constitutes and appoints, DOUGLAS A. WARNER III, WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, JOHN C. WILMOT 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 shares of Common Stock, par value $1.00 per share ("Common Stock"), of the Corporation pursuant to resolutions adopted by the Board of Directors of the Corporation on January 16, 2001, authorizing the preparation and filing of one or more registration statements on Form S-8 or such other Form or Forms as are then appropriate for the registration of Common Stock issuable pursuant to the Corporation's long-term incentive plan and other stock option plans, the Corporation's employee stock purchase plan, the qualified savings or thrift plan and non-qualified deferred compensation plan or other employee benefit plan or plans in which employees of the Corporation or any of its subsidiaries may participate, including without limiting the generality of the foregoing, power and authority to sign such registration statement, and any and all amendments, including post-effective amendments, supplements and exhibits thereto (collectively, the "Registration Statement") to be filed with the SEC, and to sign any and all instruments or documents to be filed as a part of or in connection with such Registration Statement or any and all amendments thereto, whether such instruments or documents are filed before or after the effective date of such Registration Statement, to file such Registration Statement so signed, together with any and all instruments or documents to be filed as a part of or in connection with such Registration Statement, with the SEC, 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 July 3, 2001. /s/ Frank A. Bennack --------------------------- Frank A. Bennack Jr. Director Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her capacity as an officer or director of J.P. MORGAN CHASE & CO., a Delaware corporation (the "Corporation"), hereby constitutes and appoints, DOUGLAS A. WARNER III, WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, JOHN C. WILMOT 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 shares of Common Stock, par value $1.00 per share ("Common Stock"), of the Corporation pursuant to resolutions adopted by the Board of Directors of the Corporation on January 16, 2001, authorizing the preparation and filing of one or more registration statements on Form S-8 or such other Form or Forms as are then appropriate for the registration of Common Stock issuable pursuant to the Corporation's long-term incentive plan and other stock option plans, the Corporation's employee stock purchase plan, the qualified savings or thrift plan and non-qualified deferred compensation plan or other employee benefit plan or plans in which employees of the Corporation or any of its subsidiaries may participate, including without limiting the generality of the foregoing, power and authority to sign such registration statement, and any and all amendments, including post-effective amendments, supplements and exhibits thereto (collectively, the "Registration Statement") to be filed with the SEC, and to sign any and all instruments or documents to be filed as a part of or in connection with such Registration Statement or any and all amendments thereto, whether such instruments or documents are filed before or after the effective date of such Registration Statement, to file such Registration Statement so signed, together with any and all instruments or documents to be filed as a part of or in connection with such Registration Statement, with the SEC, 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 July 3, 2001. /s/ Lawrence A. Bossidy ----------------------- Lawrence A. Bossidy Director Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her capacity as an officer or director of J.P. MORGAN CHASE & CO., a Delaware corporation (the "Corporation"), hereby constitutes and appoints, DOUGLAS A. WARNER III, WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, JOHN C. WILMOT 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 shares of Common Stock, par value $1.00 per share ("Common Stock"), of the Corporation pursuant to resolutions adopted by the Board of Directors of the Corporation on January 16, 2001, authorizing the preparation and filing of one or more registration statements on Form S-8 or such other Form or Forms as are then appropriate for the registration of Common Stock issuable pursuant to the Corporation's long-term incentive plan and other stock option plans, the Corporation's employee stock purchase plan, the qualified savings or thrift plan and non-qualified deferred compensation plan or other employee benefit plan or plans in which employees of the Corporation or any of its subsidiaries may participate, including without limiting the generality of the foregoing, power and authority to sign such registration statement, and any and all amendments, including post-effective amendments, supplements and exhibits thereto (collectively, the "Registration Statement") to be filed with the SEC, and to sign any and all instruments or documents to be filed as a part of or in connection with such Registration Statement or any and all amendments thereto, whether such instruments or documents are filed before or after the effective date of such Registration Statement, to file such Registration Statement so signed, together with any and all instruments or documents to be filed as a part of or in connection with such Registration Statement, with the SEC, 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 July 3, 2001. /s/ M. Anthony Burns -------------------- M. Anthony Burns Director Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her capacity as an officer or director of J.P. MORGAN CHASE & CO., a Delaware corporation (the "Corporation"), hereby constitutes and appoints, DOUGLAS A. WARNER III, WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, JOHN C. WILMOT 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 shares of Common Stock, par value $1.00 per share ("Common Stock"), of the Corporation pursuant to resolutions adopted by the Board of Directors of the Corporation on January 16, 2001, authorizing the preparation and filing of one or more registration statements on Form S-8 or such other Form or Forms as are then appropriate for the registration of Common Stock issuable pursuant to the Corporation's long-term incentive plan and other stock option plans, the Corporation's employee stock purchase plan, the qualified savings or thrift plan and non-qualified deferred compensation plan or other employee benefit plan or plans in which employees of the Corporation or any of its subsidiaries may participate, including without limiting the generality of the foregoing, power and authority to sign such registration statement, and any and all amendments, including post-effective amendments, supplements and exhibits thereto (collectively, the "Registration Statement") to be filed with the SEC, and to sign any and all instruments or documents to be filed as a part of or in connection with such Registration Statement or any and all amendments thereto, whether such instruments or documents are filed before or after the effective date of such Registration Statement, to file such Registration Statement so signed, together with any and all instruments or documents to be filed as a part of or in connection with such Registration Statement, with the SEC, 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 July 3, 2001. /s/ H. Laurence Fuller ---------------------- H. Laurance Fuller Director Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her capacity as an officer or director of J.P. MORGAN CHASE & CO., a Delaware corporation (the "Corporation"), hereby constitutes and appoints, DOUGLAS A. WARNER III, WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, JOHN C. WILMOT 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 shares of Common Stock, par value $1.00 per share ("Common Stock"), of the Corporation pursuant to resolutions adopted by the Board of Directors of the Corporation on January 16, 2001, authorizing the preparation and filing of one or more registration statements on Form S-8 or such other Form or Forms as are then appropriate for the registration of Common Stock issuable pursuant to the Corporation's long-term incentive plan and other stock option plans, the Corporation's employee stock purchase plan, the qualified savings or thrift plan and non-qualified deferred compensation plan or other employee benefit plan or plans in which employees of the Corporation or any of its subsidiaries may participate, including without limiting the generality of the foregoing, power and authority to sign such registration statement, and any and all amendments, including post-effective amendments, supplements and exhibits thereto (collectively, the "Registration Statement") to be filed with the SEC, and to sign any and all instruments or documents to be filed as a part of or in connection with such Registration Statement or any and all amendments thereto, whether such instruments or documents are filed before or after the effective date of such Registration Statement, to file such Registration Statement so signed, together with any and all instruments or documents to be filed as a part of or in connection with such Registration Statement, with the SEC, 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 July 3, 2001. /s/ Ellen S. Futter ------------------- Ellen V. Futter Director Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her capacity as an officer or director of J.P. MORGAN CHASE & CO., a Delaware corporation (the "Corporation"), hereby constitutes and appoints, DOUGLAS A. WARNER III, WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, JOHN C. WILMOT 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 shares of Common Stock, par value $1.00 per share ("Common Stock"), of the Corporation pursuant to resolutions adopted by the Board of Directors of the Corporation on January 16, 2001, authorizing the preparation and filing of one or more registration statements on Form S-8 or such other Form or Forms as are then appropriate for the registration of Common Stock issuable pursuant to the Corporation's long-term incentive plan and other stock option plans, the Corporation's employee stock purchase plan, the qualified savings or thrift plan and non-qualified deferred compensation plan or other employee benefit plan or plans in which employees of the Corporation or any of its subsidiaries may participate, including without limiting the generality of the foregoing, power and authority to sign such registration statement, and any and all amendments, including post-effective amendments, supplements and exhibits thereto (collectively, the "Registration Statement") to be filed with the SEC, and to sign any and all instruments or documents to be filed as a part of or in connection with such Registration Statement or any and all amendments thereto, whether such instruments or documents are filed before or after the effective date of such Registration Statement, to file such Registration Statement so signed, together with any and all instruments or documents to be filed as a part of or in connection with such Registration Statement, with the SEC, 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 July 3, 2001. /s/ William H. Gray III ----------------------- William H. Gray III Director Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her capacity as an officer or director of J.P. MORGAN CHASE & CO., a Delaware corporation (the "Corporation"), hereby constitutes and appoints, DOUGLAS A. WARNER III, WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, JOHN C. WILMOT 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 shares of Common Stock, par value $1.00 per share ("Common Stock"), of the Corporation pursuant to resolutions adopted by the Board of Directors of the Corporation on January 16, 2001, authorizing the preparation and filing of one or more registration statements on Form S-8 or such other Form or Forms as are then appropriate for the registration of Common Stock issuable pursuant to the Corporation's long-term incentive plan and other stock option plans, the Corporation's employee stock purchase plan, the qualified savings or thrift plan and non-qualified deferred compensation plan or other employee benefit plan or plans in which employees of the Corporation or any of its subsidiaries may participate, including without limiting the generality of the foregoing, power and authority to sign such registration statement, and any and all amendments, including post-effective amendments, supplements and exhibits thereto (collectively, the "Registration Statement") to be filed with the SEC, and to sign any and all instruments or documents to be filed as a part of or in connection with such Registration Statement or any and all amendments thereto, whether such instruments or documents are filed before or after the effective date of such Registration Statement, to file such Registration Statement so signed, together with any and all instruments or documents to be filed as a part of or in connection with such Registration Statement, with the SEC, 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 July 3, 2001. /s/ Helen L. Kaplan ------------------- Helene L. Kaplan Director Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her capacity as an officer or director of J.P. MORGAN CHASE & CO., a Delaware corporation (the "Corporation"), hereby constitutes and appoints, DOUGLAS A. WARNER III, WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, JOHN C. WILMOT 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 shares of Common Stock, par value $1.00 per share ("Common Stock"), of the Corporation pursuant to resolutions adopted by the Board of Directors of the Corporation on January 16, 2001, authorizing the preparation and filing of one or more registration statements on Form S-8 or such other Form or Forms as are then appropriate for the registration of Common Stock issuable pursuant to the Corporation's long-term incentive plan and other stock option plans, the Corporation's employee stock purchase plan, the qualified savings or thrift plan and non-qualified deferred compensation plan or other employee benefit plan or plans in which employees of the Corporation or any of its subsidiaries may participate, including without limiting the generality of the foregoing, power and authority to sign such registration statement, and any and all amendments, including post-effective amendments, supplements and exhibits thereto (collectively, the "Registration Statement") to be filed with the SEC, and to sign any and all instruments or documents to be filed as a part of or in connection with such Registration Statement or any and all amendments thereto, whether such instruments or documents are filed before or after the effective date of such Registration Statement, to file such Registration Statement so signed, together with any and all instruments or documents to be filed as a part of or in connection with such Registration Statement, with the SEC, 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 July 3, 2001. /s/ Lee R. Raymond ------------------ Lee R. Raymond Director Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her capacity as an officer or director of J.P. MORGAN CHASE & CO., a Delaware corporation (the "Corporation"), hereby constitutes and appoints, DOUGLAS A. WARNER III, WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, JOHN C. WILMOT 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 shares of Common Stock, par value $1.00 per share ("Common Stock"), of the Corporation pursuant to resolutions adopted by the Board of Directors of the Corporation on January 16, 2001, authorizing the preparation and filing of one or more registration statements on Form S-8 or such other Form or Forms as are then appropriate for the registration of Common Stock issuable pursuant to the Corporation's long-term incentive plan and other stock option plans, the Corporation's employee stock purchase plan, the qualified savings or thrift plan and non-qualified deferred compensation plan or other employee benefit plan or plans in which employees of the Corporation or any of its subsidiaries may participate, including without limiting the generality of the foregoing, power and authority to sign such registration statement, and any and all amendments, including post-effective amendments, supplements and exhibits thereto (collectively, the "Registration Statement") to be filed with the SEC, and to sign any and all instruments or documents to be filed as a part of or in connection with such Registration Statement or any and all amendments thereto, whether such instruments or documents are filed before or after the effective date of such Registration Statement, to file such Registration Statement so signed, together with any and all instruments or documents to be filed as a part of or in connection with such Registration Statement, with the SEC, 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 July 3, 2001. /s/ John R. Stafford -------------------- John R. Stafford Director Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her capacity as an officer or director of J.P. MORGAN CHASE & CO., a Delaware corporation (the "Corporation"), hereby constitutes and appoints, DOUGLAS A. WARNER III, WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, JOHN C. WILMOT 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 shares of Common Stock, par value $1.00 per share ("Common Stock"), of the Corporation pursuant to resolutions adopted by the Board of Directors of the Corporation on January 16, 2001, authorizing the preparation and filing of one or more registration statements on Form S-8 or such other Form or Forms as are then appropriate for the registration of Common Stock issuable pursuant to the Corporation's long-term incentive plan and other stock option plans, the Corporation's employee stock purchase plan, the qualified savings or thrift plan and non-qualified deferred compensation plan or other employee benefit plan or plans in which employees of the Corporation or any of its subsidiaries may participate, including without limiting the generality of the foregoing, power and authority to sign such registration statement, and any and all amendments, including post-effective amendments, supplements and exhibits thereto (collectively, the "Registration Statement") to be filed with the SEC, and to sign any and all instruments or documents to be filed as a part of or in connection with such Registration Statement or any and all amendments thereto, whether such instruments or documents are filed before or after the effective date of such Registration Statement, to file such Registration Statement so signed, together with any and all instruments or documents to be filed as a part of or in connection with such Registration Statement, with the SEC, 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 July 3, 2001. /s/ Lloyd D. Ward ----------------- Lloyd D. Ward Director Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her capacity as an officer or director of J.P. MORGAN CHASE & CO., a Delaware corporation (the "Corporation"), hereby constitutes and appoints, DOUGLAS A. WARNER III, WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, JOHN C. WILMOT 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 shares of Common Stock, par value $1.00 per share ("Common Stock"), of the Corporation pursuant to resolutions adopted by the Board of Directors of the Corporation on January 16, 2001, authorizing the preparation and filing of one or more registration statements on Form S-8 or such other Form or Forms as are then appropriate for the registration of Common Stock issuable pursuant to the Corporation's long-term incentive plan and other stock option plans, the Corporation's employee stock purchase plan, the qualified savings or thrift plan and non-qualified deferred compensation plan or other employee benefit plan or plans in which employees of the Corporation or any of its subsidiaries may participate, including without limiting the generality of the foregoing, power and authority to sign such registration statement, and any and all amendments, including post-effective amendments, supplements and exhibits thereto (collectively, the "Registration Statement") to be filed with the SEC, and to sign any and all instruments or documents to be filed as a part of or in connection with such Registration Statement or any and all amendments thereto, whether such instruments or documents are filed before or after the effective date of such Registration Statement, to file such Registration Statement so signed, together with any and all instruments or documents to be filed as a part of or in connection with such Registration Statement, with the SEC, 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 July 3, 2001. /s/ Marina v.N. Whitman ----------------------- Marina v.N. Whitman Director Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her capacity as an officer or director of J.P. MORGAN CHASE & CO., a Delaware corporation (the "Corporation"), hereby constitutes and appoints, DOUGLAS A. WARNER III, WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, JOHN C. WILMOT 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 shares of Common Stock, par value $1.00 per share ("Common Stock"), of the Corporation pursuant to resolutions adopted by the Board of Directors of the Corporation on January 16, 2001, authorizing the preparation and filing of one or more registration statements on Form S-8 or such other Form or Forms as are then appropriate for the registration of Common Stock issuable pursuant to the Corporation's long-term incentive plan and other stock option plans, the Corporation's employee stock purchase plan, the qualified savings or thrift plan and non-qualified deferred compensation plan or other employee benefit plan or plans in which employees of the Corporation or any of its subsidiaries may participate, including without limiting the generality of the foregoing, power and authority to sign such registration statement, and any and all amendments, including post-effective amendments, supplements and exhibits thereto (collectively, the "Registration Statement") to be filed with the SEC, and to sign any and all instruments or documents to be filed as a part of or in connection with such Registration Statement or any and all amendments thereto, whether such instruments or documents are filed before or after the effective date of such Registration Statement, to file such Registration Statement so signed, together with any and all instruments or documents to be filed as a part of or in connection with such Registration Statement, with the SEC, 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 July 3, 2001. /s/ Douglas A. Warner III ------------------------- Douglas A. Warner III Chairman of the Board and Director Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her capacity as an officer or director of J.P. MORGAN CHASE & CO., a Delaware corporation (the "Corporation"), hereby constitutes and appoints, DOUGLAS A. WARNER III, WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, JOHN C. WILMOT 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 shares of Common Stock, par value $1.00 per share ("Common Stock"), of the Corporation pursuant to resolutions adopted by the Board of Directors of the Corporation on January 16, 2001, authorizing the preparation and filing of one or more registration statements on Form S-8 or such other Form or Forms as are then appropriate for the registration of Common Stock issuable pursuant to the Corporation's long-term incentive plan and other stock option plans, the Corporation's employee stock purchase plan, the qualified savings or thrift plan and non-qualified deferred compensation plan or other employee benefit plan or plans in which employees of the Corporation or any of its subsidiaries may participate, including without limiting the generality of the foregoing, power and authority to sign such registration statement, and any and all amendments, including post-effective amendments, supplements and exhibits thereto (collectively, the "Registration Statement") to be filed with the SEC, and to sign any and all instruments or documents to be filed as a part of or in connection with such Registration Statement or any and all amendments thereto, whether such instruments or documents are filed before or after the effective date of such Registration Statement, to file such Registration Statement so signed, together with any and all instruments or documents to be filed as a part of or in connection with such Registration Statement, with the SEC, 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 July 3, 2001. /s/ William B. Harrison Jr. --------------------------- William B. Harrison Jr. President, Chief Executive Officer and Director (Principal Executive Officer) Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her capacity as an officer or director of J.P. MORGAN CHASE & CO., a Delaware corporation (the "Corporation"), hereby constitutes and appoints, DOUGLAS A. WARNER III, WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, JOHN C. WILMOT 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 shares of Common Stock, par value $1.00 per share ("Common Stock"), of the Corporation pursuant to resolutions adopted by the Board of Directors of the Corporation on January 16, 2001, authorizing the preparation and filing of one or more registration statements on Form S-8 or such other Form or Forms as are then appropriate for the registration of Common Stock issuable pursuant to the Corporation's long-term incentive plan and other stock option plans, the Corporation's employee stock purchase plan, the qualified savings or thrift plan and non-qualified deferred compensation plan or other employee benefit plan or plans in which employees of the Corporation or any of its subsidiaries may participate, including without limiting the generality of the foregoing, power and authority to sign such registration statement, and any and all amendments, including post-effective amendments, supplements and exhibits thereto (collectively, the "Registration Statement") to be filed with the SEC, and to sign any and all instruments or documents to be filed as a part of or in connection with such Registration Statement or any and all amendments thereto, whether such instruments or documents are filed before or after the effective date of such Registration Statement, to file such Registration Statement so signed, together with any and all instruments or documents to be filed as a part of or in connection with such Registration Statement, with the SEC, 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 July 3, 2001. /s/ Marc J. Shapiro ------------------- Marc J. Shapiro (Principal Financial Officer) Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her capacity as an officer or director of J.P. MORGAN CHASE & CO., a Delaware corporation (the "Corporation"), hereby constitutes and appoints, DOUGLAS A. WARNER III, WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H. MCDAVID, JOHN C. WILMOT 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 shares of Common Stock, par value $1.00 per share ("Common Stock"), of the Corporation pursuant to resolutions adopted by the Board of Directors of the Corporation on January 16, 2001, authorizing the preparation and filing of one or more registration statements on Form S-8 or such other Form or Forms as are then appropriate for the registration of Common Stock issuable pursuant to the Corporation's long-term incentive plan and other stock option plans, the Corporation's employee stock purchase plan, the qualified savings or thrift plan and non-qualified deferred compensation plan or other employee benefit plan or plans in which employees of the Corporation or any of its subsidiaries may participate, including without limiting the generality of the foregoing, power and authority to sign such registration statement, and any and all amendments, including post-effective amendments, supplements and exhibits thereto (collectively, the "Registration Statement") to be filed with the SEC, and to sign any and all instruments or documents to be filed as a part of or in connection with such Registration Statement or any and all amendments thereto, whether such instruments or documents are filed before or after the effective date of such Registration Statement, to file such Registration Statement so signed, together with any and all instruments or documents to be filed as a part of or in connection with such Registration Statement, with the SEC, 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 July 3, 2001. /s/ Joseph L. Sclafani ---------------------- Joseph L. Sclafani Controller (Principal Accounting Officer)