As filed with the Securities and Exchange Commission on , 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)
____________________
INCENTIVE COMPENSATION 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
CALCULATION OF REGISTRATION FEE
=================================================================
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
_________________________________________________________________
Common 500,000 $79.4375 $39,718,750 $13,696.12
Stock,
$2.50 par
value
=================================================================
(1) Estimated solely for the purpose of calculating the
registration fee.
=================================================================
INCENTIVE COMPENSATION PLAN
OF J. P. MORGAN & CO. INCORPORATED
AND AFFILIATED COMPANIES
PART II: INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
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.
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 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 25th day of October, 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.
SIGNATURE TITLE DATE
- --------- ----- ----
DOUGLAS A. WARNER III* Chairman of the Board, October 25, 1995
(DOUGLAS A. WARNER III) President and Director
(Principal Executive
Officer)
RILEY P. BECHTEL*
(RILEY P. BECHTEL) Director October 25, 1995
MARTIN FELDSTEIN*
(MARTIN FELDSTEIN) Director October 25, 1995
HANNA H. GRAY*
(HANNA H. GRAY) Director October 25, 1995
JAMES R. HOUGHTON*
(JAMES R. HOUGHTON) Director October 25, 1995
JAMES L. KETELSEN*
(JAMES L. KETELSEN) Director October 25, 1995
WILLIAM S. LEE*
(WILLIAM S. LEE) Director October 25, 1995
ROBERTO G. MENDOZA*
(ROBERTO G. MENDOZA) Vice Chairman of the October 25, 1995
Board and Director
LEE R. RAYMOND*
(LEE R. RAYMOND) Director October 25, 1995
RICHARD D. SIMMONS*
(RICHARD D. SIMMONS) Director October 25, 1995
KURT F. VIERMETZ*
(KURT F. VIERMETZ) Vice Chairman of the October 25, 1995
Board and Director
RODNEY B. WAGNER*
(RODNEY B. WAGNER) Vice Chairman of the October 25, 1995
Board and Director
DENNIS WEATHERSTONE*
(DENNIS WEATHERSTONE) Director October 25, 1995
DOUGLAS C. YEARLEY*
(DOUGLAS C. YEARLEY) Director October 25, 1995
JOHN A. MAYER, JR.*
(JOHN A. MAYER, JR.) Chief Financial Officer October 25, 1995
(Principal Financial
Officer)
DAVID H. SIDWELL*
(DAVID H. SIDWELL) Managing Director October 25, 1995
and Controller
(Principal Accounting
Officer)
*By: MARGARET M. FORAN/s/
(MARGARET M. FORAN, ATTORNEY-IN-FACT) October 25, 1995
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
October 25, 1995
J. P. Morgan & Co. Incorporated
60 Wall Street
New York, New York 10260
Re: J. P. Morgan & Co. Incorporated
Incentive Compensation 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 500,000
shares of Common Stock, $2.50 par value per share, of Morgan
("Morgan Common Stock") in connection with the Incentive
Compensation 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 which may be purchased by Morgan for
distribution to eligible employees who elect to receive
deferred awards of Morgan Common Stock 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/
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.
PRICE WATERHOUSE LLP/s/
New York, New York
October 25, 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 25th day of October, 1995.
/s/Douglas A. Warner
- -------------------------------------
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 25th day of October, 1995.
/s/Riley P. Bechtel
-------------------------------------
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 25th day of October, 1995.
/s/Martin Feldstein
- -------------------------------------
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 25th day of October, 1995.
/s/Hanna H. Gray
-------------------------------------
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 25th day of October, 1995.
/s/James R. Houghton
-------------------------------------
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 25th day of October, 1995.
/s/James L. Ketelsen
-------------------------------------
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; 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 25th day of October, 1995.
/s/William S. Lee
-------------------------------------
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 25th day of October, 1995.
/s/Roberto G. Mendoza
-------------------------------------
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 25th day of October, 1995.
/s/Lee R. Raymond
-------------------------------------
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 25th day of October, 1995.
/s/Richard D. Simmons
-------------------------------------
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 25th day of October, 1995.
/s/Kurt F. Viermetz
-------------------------------------
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 day 25th of October, 1995.
/s/Rodney B. Wagner
-------------------------------------
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 25th day of October, 1995.
/s/Dennis Weatherstone
-------------------------------------
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 25th day of October, 1995.
/s/Douglas C. Yearley
-------------------------------------
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 25th day of October, 1995.
/s/John A. Mayer, Jr.
-------------------------------------
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 25th day of October, 1995.
/s/David Sidwell
-------------------------------------
