As filed with the Securities and Exchange Commission on July 20, 1995
Registration No. 33-_____
===========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8*
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________
J. P. MORGAN & CO. INCORPORATED
(Exact name of issuer as specified in its charter)
Delaware
(State of other jurisdiction of incorporation or organization)
13-2625764
(I.R.S. Employer Identification No.)
60 Wall Street, New York, New York 10260
(Address of principal executive offices) (Zip Code)
____________________
1995 STOCK INCENTIVE PLAN OF
J. P. MORGAN & CO. INCORPORATED
AND AFFILIATED COMPANIES
(Full title of the plan)
____________________
Edward J. Kelly, III, Secretary
J. P. Morgan & Co. Incorporated
60 Wall Street, New York, New York 10260
(212) 648-8423
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
____________________
Copies to: Margaret M. Foran, Esq.
J. P. Morgan & Co. Incorporated
60 Wall Street, New York, New York 10260
<TABLE>
CALCULATION OF REGISTRATION FEE
===========================================================================
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price per Offering Registration
Registered Registered Share (1) Price (1) Fee
___________________________________________________________________________
<S> <C> <C> <C> <C>
Common 28,000,000 $72.00 $2,016,000,000.00 $695,172.41
Stock,
$2.50 par
value
===========================================================================
<FN>
(1) Estimated solely for the purpose of calculating the registration fee.
===========================================================================
* Pursuant to Rule 429, this constitutes Post-Effective Amendment No. 2 to
Registration Statement No. 33-49263
</TABLE>
<PAGE>
1995 STOCK INCENTIVE PLAN
OF J. P. MORGAN & CO. INCORPORATED
PART II: INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
- -----------------------------------------------
There are incorporated by reference the following documents of J. P.
Morgan & Co. Incorporated, a Delaware corporation ("J. P. Morgan") heretofore
filed by it with the Securities and Exchange Commission (the "Commission"):
(a) J. P. Morgan's Annual Report on Form 10-K for the year ended
December 31, 1994 (included in its Annual Report to Stockholders).
(b) J. P. Morgan's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995.
(c) J. P. Morgan's Current Reports on Form 8-K dated January 12, 1995,
February 14, 1995, February 27, 1995, April 13, 1995, May 23, 1995,
June 21, 1995 and July 13, 1995.
(d) Definitive Proxy Statement for the Annual Meeting of Stockholders
of J. P. Morgan held on May 10, 1995.
J. P. Morgan also incorporates the description of the common stock of
J. P. Morgan contained in a registration statement filed under the Securities
Exchange Act of 1934, including any amendments and reports filed for the
purpose of updating such description. In addition, J. P. Morgan incorporates
the description of J. P. Morgan's Adjustable Rate Cumulative Preferred Stock,
Series A, appearing under Registration Statement No. 2-81934 and the
description of its Variable Cumulative Preferred Stock, Series B through F,
appearing under the headings "Description of Capital Stock", "Auction
Procedures", "Remarketing Procedures", "Ownership of Shares by Company or
Affiliate" and "Changes in Dividend Determination Method" included in
Registration Statement No. 33-32427.
All documents filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act") subsequent to the
date of this Registration Statement on Form S-8 and prior to the filing of
a post-effective amendment to this Registration Statement on Form S-8 which
indicates that all securities offered hereunder have been sold or which
deregisters all securities remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement on Form S-8 and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement on Form S-8 to the extent that a statement
contained in any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement
on Form S-8.
Item 5. Interests of Named Experts and Counsel
- -----------------------------------------------
The validity of the J. P. Morgan Common Stock $2.50 par value, (the
"Common Stock") offered pursuant to this Registration Statement on Form S-8
will be passed upon by the Corporation by Margaret M. Foran, Esq., Vice
President, Assistant General Counsel and Assistant Secretary of J. P. Morgan.
Ms. Foran owns shares of Common Stock in an amount that does not exceed .002%
of the outstanding Common Stock of J. P. Morgan.
The financial statements of J. P. Morgan incorporated herein by
reference to the Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994 have been examined by Price Waterhouse LLP,
independent accountants, and have been so incorporated in reliance on the
report of Price Waterhouse LLP set forth therein given upon the authority of
such firm as experts in accounting and auditing.
Item 6. Indemnification of Officers and Directors
- --------------------------------------------------
Article Seventh of the Restated Certificate of Incorporation of J. P.
Morgan & Co. Incorporated (the "Registrant") provides, in effect, that, to
the extent and under the circumstances permitted by Section 145 of the
General Corporation Law of Delaware, the Registrant shall indemnify
directors, officers, employees and agents of the Registrant, or persons
serving at the request of the Registrant as directors, officers, employees or
agents of another corporation or enterprise, including Morgan Guaranty Trust
Company of New York, against loss and expenses.
Subsection (a) of Section 145 of the General Corporation Law of Delaware
empowers a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any action, suit, or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had reasonable cause
to believe that his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that
such person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted
in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation, except that no indemnification may
be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to
the extent that the Delaware Court of Chancery or the court in which such
action or suit was brought shall determine that despite the adjudication of
liability such person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper.
Section 145 further provides that to the extent a director, officer,
employee or agent of a corporation has been successful in the defense of any
action, suit or proceeding referred to in subsections (a) and (b) or in the
defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred
by him in connection therewith. It also provides that indemnification
provided for by Section 145 shall not be deemed exclusive of any other rights
to which the indemnified party may be entitled under any by-law, agreement,
vote of shareholders or disinterested directors or otherwise, and it empowers
the corporation to purchase and maintain insurance in such amounts as the
Board of Directors deems appropriate on behalf of a director, officer,
employee or agent of the corporation against any liability asserted against
him or incurred by him in any such capacity or arising out of his status as
such whether or not the corporation would have the power to indemnify him
against such liabilities under Section 145.
The indemnification permitted by Article Seventh of the Restated
Certificate of Incorporation of the Registrant has been extended to all
officers and directors of the Registrant's wholly-owned direct and indirect
subsidiaries, and to such officers and directors in their respective
capacities as directors and officers of other corporations 25% or more of the
voting securities of which is owned, directly or indirectly, by the
Registrant. The Registrant has purchased liability insurance of the type
referred to in Section 145. Subject to a $250,000 deductible for each loss,
the policy covers the Registrant with respect to its obligation to indemnify
directors and officers of the Registrant and its wholly-owned direct and
indirect subsidiaries. In addition, the policy covers directors and officers
of the Registrant and its wholly-owned direct and indirect subsidiaries with
respect to certain liabilities which are not reimbursable by the Registrant.
Subject to certain exclusions from coverage, the insurance provides for
payment of loss in excess of the applicable deductible to an aggregate limit
of $90,000,000 for each policy year. Insurance coverage does not extend to
certain claims, including claims based upon or attributable to the insured's
gaining personal profit or advantage to which he is not legally entitled,
claims brought about or contributed to by the dishonesty of the insured, and
claims under Section 16(b) of the Securities Exchange Act of 1934 for an
accounting of profits resulting from the purchase or sale by the insured of
the Registrant's securities.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions described in Item 6 above, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
<PAGE>
Item 8. List of Exhibits
- -------------------------
5. Opinion and Consent of Margaret M. Foran, Esq., Vice President,
Assistant General Counsel and Assistant Secretary of J. P. Morgan, with
respect to the legality of the securities registered hereunder.
23. Consent of Independent Accountants.
24. Powers of Attorney.
<PAGE>
Item 9. Undertakings
- ---------------------
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934), that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this registration statement or
any material change to such information in this registration statement;
provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the registration statement is on Form S-3 or Form S-8
and information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this registration statement.
(2) That for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
amendment to this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York on this 20th day of July, 1995.
J. P. MORGAN & CO. INCORPORATED
By: MARGARET M. FORAN/s/
(VICE PRESIDENT,
ASSISTANT GENERAL COUNSEL
AND ASSISTANT SECRETARY)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN
THE CAPACITIES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
DOUGLAS A. WARNER III* Chairman of the Board, July 20, 1995
(DOUGLAS A. WARNER III) President and Director
(Principal Executive
Officer)
MARTIN FELDSTEIN*
(MARTIN FELDSTEIN) Director July 20, 1995
HANNA H. GRAY*
(HANNA H. GRAY) Director July 20, 1995
JAMES R. HOUGHTON*
(JAMES R. HOUGHTON) Director July 20, 1995
JAMES L. KETELSEN*
(JAMES L. KETELSEN) Director July 20, 1995
WILLIAM S. LEE*
(WILLIAM S. LEE) Director July 20, 1995
ROBERTO G. MENDOZA*
(ROBERTO G. MENDOZA) Vice Chairman of the July 20, 1995
Board and Director
LEE R. RAYMOND*
(LEE R. RAYMOND) Director July 20, 1995
RICHARD D. SIMMONS*
(RICHARD D. SIMMONS) Director July 20, 1995
JOHN G. SMALE*
(JOHN G. SMALE) Director July 20, 1995
KURT F. VIERMETZ*
(KURT F. VIERMETZ) Vice Chairman of the July 20, 1995
Board and Director
RODNEY B. WAGNER*
(RODNEY B. WAGNER) Vice Chairman of the July 20, 1995
Board and Director
DENNIS WEATHERSTONE*
(DENNIS WEATHERSTONE) Director July 20, 1995
DOUGLAS C. YEARLEY*
(DOUGLAS C. YEARLEY) Director July 20, 1995
JOHN A. MAYER, JR.*
(JOHN A. MAYER, JR.) Chief Financial Officer July 20, 1995
(Principal Financial
Officer)
DAVID H. SIDWELL
(DAVID H. SIDWELL) Controller July 20, 1995
(Principal Accounting
Officer)
</TABLE>
*By: MARGARET M. FORAN/s/
(MARGARET M. FORAN, ATTORNEY-IN-FACT) July 20, 1995
<PAGE>
EXHIBIT INDEX
-------------
5. Opinion and Consent of Margaret M. Foran, Esq., Vice President,
Assistant General Counsel and Assistant Secretary of J. P. Morgan,
with respect to the legality of the securities registered hereunder.
23. Consent of Independent Accountants.
24. Powers of Attorney.
Exhibit 5
July 20, 1995
J. P. Morgan & Co. Incorporated
60 Wall Street
New York, New York 10260
Re: J. P. Morgan & Co. Incorporated
1995 Stock Incentive Plan
-------------------------------
Ladies and Gentlemen:
I am Vice President, Assistant General Counsel and
Assistant Secretary of J. P. Morgan & Co. Incorporated,
a Delaware corporation ("Morgan"). In such capacity, I
have acted as counsel for Morgan in connection with the
registration on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended, of
28,000,000 shares of Common Stock, $2.50 par value per
share, of Morgan ("Morgan Common Stock") in connection
with the 1995 Stock Incentive Plan of J. P. Morgan & Co.
Incorporated and Affiliated Companies (the "Plan").
I have examined originals or copies, certified or
otherwise identified to my satisfaction of such
corporate records, certificates and other documents
relating to the Plan by Morgan and to the authorization
by Morgan of the Morgan Common Stock to be delivered
upon the exercise of rights to purchase Morgan Common
Stock granted pursuant to the Plan as I have considered
necessary or appropriate for the purpose of this
opinion.
Upon the basis of the foregoing, I am of the
opinion that the shares of Morgan Common Stock to be
delivered pursuant to the Plan have been duly authorized
and, when delivered in accordance with the Plan, will be
validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as
an exhibit to the Registration Statement filed on behalf
of Morgan and the Plan. I also consent to the use of my
name under the caption "Legal Opinion" in the Prospectus
contained in the Registration Statement.
Very truly yours,
Margaret M. Foran/s/
Page 1
July 17, 1995
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in
this Registration Statement on Form S-8 of our report
dated January 11, 1995, which appears on page 41 of J.P.
Morgan & Co. Incorporated's 1994 Annual Report on Form 10-
K for the year ended December 31, 1994. We also consent
to the incorporation by reference of our report on the
Financial Statement Schedules, which appears on pages 42
to 46 of such Annual Report on Form 10-K.
PRICE WATERHOUSE LLP
New York, New York
July 20, 1995
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints Douglas A. Warner III, Roberto G. Mendoza, Kurt F. Viermetz,
Rodney B. Wagner, Michael E. Patterson, Edmund P. Rogers III, Edward J.
Kelly III and Margaret M. Foran and each of them, with full power to
act without the others, as the undersigned's true and lawful
attorney-in-fact and agent, with full and several power of substitution,
for the undersigned and in the undersigned's name, place and stead,
in any and all capacities, to sign any and all Registration
Statements under the Securities Act of 1933, as amended, for the purpose
of registering the offering of (i) securities of J.P. Morgan & Co.
Incorporated in connection with any public offering of such securities
or (ii) securities under, and interests in, any plan established by
J.P. Morgan & Co. Incorporated or Morgan Guaranty Trust Company of New
York for the benefit of their employees or employees of affiliated
companies; to sign any and all amendments (including post-effective
amendments) to such Registration Statements; and to file the same
with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents
and purposes as they or the undersigned might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on the 20th day of July, 1995.
/s/Douglas A. Warner
-------------------------------------
AM.27
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints Douglas A. Warner III, Roberto G. Mendoza, Kurt F. Viermetz,
Rodney B. Wagner, Michael E. Patterson, Edmund P. Rogers III, Edward
J. Kelly III and Margaret M. Foran and each of them, with full power to
act without the others, as the undersigned's true and lawful
attorney-in-fact and agent, with full and several power of substitution,
for the undersigned and in the undersigned's name, place and stead, in any
and all capacities, to sign any and all Registration Statements under
the Securities Act of 1933, as amended, for the purpose of
registering the offering of (i) securities of J.P. Morgan & Co.
Incorporated in connection with any public offering of such securities or
(ii) securities under, and interests in, any plan established by J.P.
Morgan & Co. Incorporated or Morgan Guaranty Trust Company of New York for
the benefit of their employees or employees of affiliated companies; to
sign any and all amendments (including post-effective amendments) to
such Registration Statements; and to file the same with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all
intents and purposes as they or the undersigned might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on the 20th day of July, 1995.
/s/Martin Feldstein
-------------------------------------
AM.27
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints Douglas A. Warner III, Roberto G. Mendoza, Kurt F. Viermetz,
Rodney B. Wagner, Michael E. Patterson, Edmund P. Rogers III, Edward J.
Kelly III and Margaret M. Foran and each of them, with full power to act
without the others, as the undersigned's true and lawful attorney-in-fact
and agent, with full and several power of substitution, for the
undersigned and in the undersigned's name, place and stead, in any
and all capacities, to sign any and all Registration Statements under
the Securities Act of 1933, as amended, for the purpose of
registering the offering of (i) securities of J.P. Morgan & Co.
Incorporated in connection with any public offering of such securities
or (ii) securities under, and interests in, any plan established by
J.P. Morgan & Co. Incorporated or Morgan Guaranty Trust Company of New
York for the benefit of their employees or employees of affiliated
companies; to sign any and all amendments (including post-effective
amendments) to such Registration Statements; and to file the same
with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all
intents and purposes as they or the undersigned might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on the 20th day of July, 1995.
/s/Hanna H. Gray
-------------------------------------
AM.27
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints Douglas A. Warner III, Roberto G. Mendoza, Kurt F. Viermetz,
Rodney B. Wagner, Michael E. Patterson, Edmund P. Rogers III, Edward J.
Kelly III and Margaret M. Foran and each of them, with full power to act
without the others, as the undersigned's true and lawful attorney-in-fact
and agent, with full and several power of substitution, for the
undersigned and in the undersigned's name, place and stead, in any and
all capacities, to sign any and all Registration Statements under the
Securities Act of 1933, as amended, for the purpose of registering the
offering of (i) securities of J.P. Morgan & Co. Incorporated in
connection with any public offering of such securities or (ii)
securities under, and interests in, any plan established by J.P.
Morgan & Co. Incorporated or Morgan Guaranty Trust Company of New York
for the benefit of their employees or employees of affiliated
companies; to sign any and all amendments (including post-effective
amendments) to such Registration Statements; and to file the same
with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as they or the undersigned might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on the 20th day of July, 1995.
/s/James R. Houghton
-------------------------------------
AM.27
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints Douglas A. Warner III, Roberto G. Mendoza, Kurt F. Viermetz,
Rodney B. Wagner, Michael E. Patterson, Edmund P. Rogers III, Edward
J. Kelly III and Margaret M. Foran and each of them, with full power
to act without the others, as the undersigned's true and lawful
attorney-in-fact and agent, with full and several power of
substitution, for the undersigned and in the undersigned's name,
place and stead, in any and all capacities, to sign any and all
Registration Statements under the Securities Act of 1933, as amended,
for the purpose of registering the offering of (i) securities of
J.P. Morgan & Co. Incorporated in connection with any public offering
of such securities or (ii) securities under, and interests in, any
plan established by J.P. Morgan & Co. Incorporated or Morgan Guaranty
Trust Company of New York for the benefit of their employees or
employees of affiliated companies; to sign any and all amendments
(including post-effective amendments) to such Registration Statements;
and to file the same with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises,
as fully to all intents and purposes as they or the undersigned might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on the 20th day of July, 1995.
/s/James L. Ketelsen
-------------------------------------
AM.27
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints Douglas A. Warner III, Roberto G. Mendoza, Kurt F. Viermetz,
Rodney B. Wagner, Michael E. Patterson, Edmund P. Rogers III, Edward
J. Kelly III and Margaret M. Foran and each of them, with full power to act
without the others, as the undersigned's true and lawful attorney-in-fact and
agent, with full and several power of substitution, for the undersigned and in
the undersigned's name, place and stead, in any and all capacities, to sign any
and all Registration Statements under the Securities Act of 1933, as
amended, for the purpose of registering the offering of (i) securities of
J.P. Morgan & Co. Incorporated in connection with any public offering of
such securities or (ii) securities under, and interests in, any plan
established by J.P. Morgan & Co. Incorporated or Morgan
Guaranty Trust Company of New York for the benefit of their employees or
employees of affiliated companies; to sign any and all amendments (including
post-effective amendments) to such Registration Statements; and to file
the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as they or
the undersigned might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his or
her substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on the 20th day of July, 1995.
/s/William S. Lee
-------------------------------------
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<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints Douglas A. Warner III, Roberto G. Mendoza, Kurt F. Viermetz,
Rodney B. Wagner, Michael E. Patterson, Edmund P. Rogers III, Edward J. Kelly
III and Margaret M. Foran and each of them, with full power to act without the
others, as the undersigned's true and lawful attorney-in-fact and agent,
with full and several power of substitution, for the undersigned and in the
undersigned's name, place and stead, in any and all capacities, to sign any and
all Registration Statements under the Securities Act of 1933, as amended,
for the purpose of registering the offering of (i) securities of J.P.
Morgan & Co. Incorporated in connection with any public offering of such
securities or (ii) securities under, and
interests in, any plan established by J.P. Morgan & Co. Incorporated or Morgan
Guaranty Trust Company of New York for the benefit of their employees or
employees of affiliated companies; to sign any and all amendments (including
post-effective amendments) to such Registration Statements; and to file the same
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as they or the undersigned might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on the 20th day of July, 1995.
/s/Roberto G. Mendoza
-------------------------------------
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<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints Douglas A. Warner III, Roberto G. Mendoza, Kurt F. Viermetz,
Rodney B. Wagner, Michael E. Patterson, Edmund P. Rogers III, Edward J. Kelly
III and Margaret M. Foran and each of them, with full power to act without the
others, as the undersigned's true and lawful attorney-in-fact and agent, with
full and several power of substitution, for the undersigned and in the
undersigned's name, place and stead, in any and all capacities, to sign any and
all Registration Statements under the Securities Act of 1933, as amended, for
the purpose of registering the offering of (i) securities of J.P. Morgan & Co.
Incorporated in connection with any public offering of such securities or
(ii) securities under, and interests in, any plan established by J.P. Morgan
& Co. Incorporated or Morgan Guaranty Trust Company of New York for the
benefit of their employees or employees of affiliated companies; to sign
any and all amendments (including post-effective amendments) to such
Registration Statements; and to file the same with all exhibits thereto,
and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the premises,
as fully to all intents and purposes as they or the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on the 20th day of July, 1995.
/s/Lee R. Raymond
-------------------------------------
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<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints Douglas A. Warner III, Roberto G. Mendoza, Kurt F. Viermetz,
Rodney B. Wagner, Michael E. Patterson, Edmund P. Rogers III, Edward J. Kelly
III and Margaret M. Foran and each of them, with full power to act without the
others, as the undersigned's true and lawful attorney-in-fact and agent, with
full and several power of substitution, for the undersigned and in the
undersigned's name, place and stead, in any and all capacities, to sign any
and all Registration Statements under the Securities Act of 1933, as amended,
for the purpose of registering the offering of (i) securities of J.P.
Morgan & Co. Incorporated in connection with any public offering of such
securities or (ii) securities under, andinterests in, any plan established
by J.P. Morgan & Co. Incorporated or Morgan Guaranty Trust Company of New
York for the benefit of their employees or employees of affiliated
companies; to sign any and all amendments (including post-effective
amendments) to such Registration Statements; and to file the same
with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents
and purposes as they or the undersigned might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their or his or her substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on the 20th day of July, 1995.
/s/Richard D. Simmons
-------------------------------------
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<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints Douglas A. Warner III, Roberto G. Mendoza, Kurt F. Viermetz,
Rodney B. Wagner, Michael E. Patterson, Edmund P. Rogers III, Edward J. Kelly
III and Margaret M. Foran and each of them, with full power to act without the
others, as the undersigned's true and lawful attorney-in-fact and agent,
with full and several power of substitution, for the undersigned and in the
undersigned's name, place and stead, in any and all capacities, to sign any
and all Registration Statements under the Securities Act of 1933, as
amended, for the purpose of registering the offering of (i) securities of
J.P. Morgan & Co. Incorporated in connection with any public offering of such
securities or (ii) securities under, and interests in, any plan established by
J.P. Morgan & Co. Incorporated or Morgan Guaranty Trust Company of New York
for the benefit of their employees or employees of affiliated companies; to
sign any and all amendments (including post-effective amendments) to such
Registration Statements; and to file the same with all exhibits thereto,
and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as they or the undersigned might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on the 20th day of July, 1995.
/s/John G. Smale
-------------------------------------
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<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints Douglas A. Warner III, Roberto G. Mendoza, Kurt F. Viermetz,
Rodney B. Wagner, Michael E. Patterson, Edmund P. Rogers III, Edward J. Kelly
III and Margaret M. Foran and each of them, with full power to act without the
others, as the undersigned's true and lawful attorney-in-fact and agent, with
full and several power of substitution, for the undersigned and in the
undersigned's name, place and stead, in any and all capacities, to sign any
and all Registration Statements under the Securities Act of 1933, as
amended, for the purpose of registering the offering of (i) securities of
J.P. Morgan & Co. Incorporated in connection with any public offering of
such securities or (ii) securities under, and interests in, any plan
established by J.P. Morgan & Co. Incorporated or Morgan Guaranty Trust
Company of New York for the benefit of their employees or
employees of affiliated companies; to sign any and all amendments (including
post-effective amendments) to such Registration Statements; and to file the
same with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and purposes as
they or the undersigned might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or
their or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on the 20th day of July, 1995.
/s/Kurt F. Viermetz
-------------------------------------
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<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints Douglas A. Warner III, Roberto G. Mendoza, Kurt F. Viermetz,
Rodney B. Wagner, Michael E. Patterson, Edmund P. Rogers III, Edward J. Kelly
III and Margaret M. Foran and each of them, with full power to act without the
others, as the undersigned's true and lawful attorney-in-fact and agent, with
full and several power of substitution, for the undersigned and in the
undersigned's name, place and stead, in any and all capacities, to sign any
and all Registration Statements under the Securities Act of 1933, as amended,
for the purpose of registering the offering of (i) securities of J.P. Morgan
& Co. Incorporated in connection with any public offering of such securities
or (ii) securities under, and interests in, any plan established by J.P.
Morgan & Co. Incorporated or Morgan Guaranty Trust Company of New York for
the benefit of their employees or employees of affiliated companies; to
sign any and all amendments (including post-effective amendments) to such
Registration Statements; and to file the same with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as they or the undersigned might or could
do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on the 20th day of July, 1995.
/s/Rodney B. Wagner
-------------------------------------
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<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints Douglas A. Warner III, Roberto G. Mendoza, Kurt F. Viermetz,
Rodney B. Wagner, Michael E. Patterson, Edmund P. Rogers III, Edward J. Kelly
III and Margaret M. Foran and each of them, with full power to act without the
others, as the undersigned's true and lawful attorney-in-fact and agent, with
full and several power of substitution, for the undersigned and in the
undersigned's name, place and stead, in any and all capacities, to sign any and
all Registration Statements under the Securities Act of 1933, as amended, for
the purpose of registering the offering of (i) securities of J.P. Morgan & Co.
Incorporated in connection with any public offering of such securities or
(ii) securities under, and interests in, any plan established by J.P. Morgan &
Co. Incorporated or Morgan Guaranty Trust Company of New York for the benefit
of their employees or employees of affiliated companies; to sign any and all
amendments (including post-effective amendments) to such Registration
Statements; and to file the same with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents
and purposes as they or the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any
of them, or their or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on the 20th day of July, 1995.
/s/Dennis Weatherstone
-------------------------------------
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<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints Douglas A. Warner III, Roberto G. Mendoza, Kurt F. Viermetz,
Rodney B. Wagner, Michael E. Patterson, Edmund P. Rogers III, Edward J. Kelly
III and Margaret M. Foran and each of them, with full power to act without the
others, as the undersigned's true and lawful attorney-in-fact and agent, with
full and several power of substitution, for the undersigned and in the
undersigned's name, place and stead, in any and all capacities, to sign any and
all Registration Statements under the Securities Act of 1933, as amended, for
the purpose of registering the offering of (i) securities of J.P. Morgan &
Co. Incorporated in connection with any public offering of such securities or
(ii) securities under, and interests in, any plan established by J.P. Morgan
& Co. Incorporated or Morgan Guaranty Trust Company of New York for the benefit
of their employees or employees of affiliated companies; to sign any and all
amendments (including post-effective amendments) to such Registration
Statements; and to file the same with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as they or the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or
any of them, or their or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on the 20th day of July, 1995.
/s/Douglas C. Yearley
-------------------------------------
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<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints Douglas A. Warner III, Roberto G. Mendoza, Kurt F. Viermetz,
Rodney B. Wagner, Michael E. Patterson, Edward J. Kelly III and Margaret M.
Foran and each of them, with full power to act without the others, as the
undersigned's true and lawful attorney-in-fact and agent, with full and several
power of substitution, for the undersigned and in the undersigned's name, place
and stead, in any and all capacities, to sign any and all Registration
Statements under the Securities Act of 1933, as amended, for the purpose of
registering the offering of (i) securities of J.P. Morgan & Co. Incorporated in
connection with any public offering of such securities or (ii) securities
under, and interests in, any plan established by J.P. Morgan & Co. Incorporated
or Morgan Guaranty Trust Company of New York for the benefit of their employees
or employees of affiliated companies; to sign any and all amendments (including
post-effective amendments) to such Registration Statements; and to file the
same with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as they or the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or their or his or
her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on the 20th day of July, 1995.
/s/John A. Mayer, Jr.
-------------------------------------
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<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints Douglas A. Warner III, Roberto G. Mendoza, Kurt F. Viermetz,
Rodney B. Wagner, Michael E. Patterson, Edward J. Kelly III and Margaret M.
Foran and each of them, with full power to act without the others, as the
undersigned's true and lawful attorney-in-fact and agent, with full and several
power of substitution, for the undersigned and in the undersigned's name, place
and stead, in any and all capacities, to sign any and all Registration
Statements under the Securities Act of 1933, as amended, for the purpose of
registering the offering of (i) securities of J.P. Morgan & Co. Incorporated in
connection with any public offering of such securities or (ii) securities
under, and interests in, any plan established by J.P. Morgan & Co. Incorporated
or Morgan Guaranty Trust Company of New York for the benefit of their employees
or employees of affiliated companies; to sign any and all amendments
(including post-effective amendments) to such Registration Statements; and to
file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as they or the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on the 20th day of July, 1995.
/s/David Sidwell
-------------------------------------
AM.27
<PAGE>
