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)
____________________
1992 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 500,000 $72.00 $36,000,000.00 $12,413.79
Stock,
$2.50 par
value
===========================================================================
<FN>
(1) Estimated solely for the purpose of calculating the registration fee.
===========================================================================
</TABLE>
The contents of Registration Statement No. 33-49263 relating to the 1992
Stock Incentive Plan of J.P. Morgan & Co. Incorporated and Affiliated
Companies are hereby incorporated by reference.
<PAGE>
1992 STOCK INCENTIVE PLAN
OF J. P. MORGAN & CO. INCORPORATED
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.
<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
1992 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 500,000
additional shares of Common Stock, $2.50 par value per
share, of Morgan ("Morgan Common Stock") in connection
with the 1992 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
-------------------------------------
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/Roberto G. Mendoza
-------------------------------------
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/Lee R. Raymond
-------------------------------------
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, 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
-------------------------------------
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/John G. Smale
-------------------------------------
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/Kurt F. Viermetz
-------------------------------------
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/Rodney B. Wagner
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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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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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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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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
-------------------------------------
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