MASTER AGENCY AGREEMENT

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

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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

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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

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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.

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(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

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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

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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,

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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

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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

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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

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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

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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

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(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

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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,"

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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

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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

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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

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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

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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

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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