Exhibit 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of J.P. MORGAN CHASE & CO., a Delaware
corporation (the "Corporation"), hereby constitutes and appoints DOUGLAS A.
WARNER III, WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H.
MCDAVID, JOHN C. WILMOT, and ANTHONY J. HORAN, and each of them severally, his
or her true and lawful attorneys-in-fact and agents, with full power to act with
or without the others and with full power of substitution and resubstitution,
for and on behalf of him or her and in his or her name, place and stead, in any
and all capacities, to perform any and all acts and do all things and to execute
any and all instruments which said attorneys-in-fact and agents and each of them
may deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933 (the "Act"), and any rules, regulations and requirements
of the Securities and Exchange Commission (the "SEC") thereunder in connection
with the filing of the accompanying registration statement under the Act for the
registration of debt and equity securities of the Corporation pursuant to
resolutions adopted by the Board of Directors of the Corporation on January 16,
2001, authorizing the preparation and filing of a shelf registration statement
on Form S-3 pursuant to Rule 415 under the Act, for the offer and sale of debt
and equity securities of the Corporation, including without limitation, (i)
shares of Common Stock, par value $1.00 per share, (ii) shares of Preferred
Stock, par value $1.00 per share, (iii) currency warrants and securities
warrants, (iv) debt obligations, (v) convertible debt obligations, (vi)
depositary shares or (vii) other securities of the Corporation, in any
combination thereof (the "Securities"), including without limiting the
generality of the foregoing, power and authority to sign the name of the
undersigned director or officer or both in such capacity or capacities, to such
registration statement including without limitation, the prospectuses and
prospectus supplements contained therein, and any and all amendments, including
post-effective amendments, and exhibits thereto, and, if appropriate a second
registration statement that will become effective upon filing pursuant to Rule
462(b) under the Act (the "Registration Statements") to be filed with the SEC
with respect to such Securities, and to sign any and all instruments or
documents to be filed as a part of or in connection with said Registration
Statements or any and all amendments thereto, whether such instruments or
documents are filed before or after the effective date of such Registration
Statements, and to appear before the SEC in connection with any matter relating
thereto, hereby granting to such attorneys-in-fact and agents, and each of them,
full power to do and perform any and all acts and things requisite and necessary
to be done in connection therewith as the undersigned might or could do in
person, and hereby ratifying and confirming all that said attorneys-in-fact and
agents and each of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of October 19, 2001.
/s/ Hans W. Becherer
---------------------------
Hans W. Becherer
Director
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of J.P. MORGAN CHASE & CO., a Delaware
corporation (the "Corporation"), hereby constitutes and appoints DOUGLAS A.
WARNER III, WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H.
MCDAVID, JOHN C. WILMOT, and ANTHONY J. HORAN, and each of them severally, his
or her true and lawful attorneys-in-fact and agents, with full power to act with
or without the others and with full power of substitution and resubstitution,
for and on behalf of him or her and in his or her name, place and stead, in any
and all capacities, to perform any and all acts and do all things and to execute
any and all instruments which said attorneys-in-fact and agents and each of them
may deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933 (the "Act"), and any rules, regulations and requirements
of the Securities and Exchange Commission (the "SEC") thereunder in connection
with the filing of the accompanying registration statement under the Act for the
registration of debt and equity securities of the Corporation pursuant to
resolutions adopted by the Board of Directors of the Corporation on January 16,
2001, authorizing the preparation and filing of a shelf registration statement
on Form S-3 pursuant to Rule 415 under the Act, for the offer and sale of debt
and equity securities of the Corporation, including without limitation, (i)
shares of Common Stock, par value $1.00 per share, (ii) shares of Preferred
Stock, par value $1.00 per share, (iii) currency warrants and securities
warrants, (iv) debt obligations, (v) convertible debt obligations, (vi)
depositary shares or (vii) other securities of the Corporation, in any
combination thereof (the "Securities"), including without limiting the
generality of the foregoing, power and authority to sign the name of the
undersigned director or officer or both in such capacity or capacities, to such
registration statement including without limitation, the prospectuses and
prospectus supplements contained therein, and any and all amendments, including
post-effective amendments, and exhibits thereto, and, if appropriate a second
registration statement that will become effective upon filing pursuant to Rule
462(b) under the Act (the "Registration Statements") to be filed with the SEC
with respect to such Securities, and to sign any and all instruments or
documents to be filed as a part of or in connection with said Registration
Statements or any and all amendments thereto, whether such instruments or
documents are filed before or after the effective date of such Registration
Statements, and to appear before the SEC in connection with any matter relating
thereto, hereby granting to such attorneys-in-fact and agents, and each of them,
full power to do and perform any and all acts and things requisite and necessary
to be done in connection therewith as the undersigned might or could do in
person, and hereby ratifying and confirming all that said attorneys-in-fact and
agents and each of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of October 19, 2001.
/s/ Riley P. Bechtel
---------------------------
Riley P. Bechtel
Director
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of J.P. MORGAN CHASE & CO., a Delaware
corporation (the "Corporation"), hereby constitutes and appoints DOUGLAS A.
WARNER III, WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H.
MCDAVID, JOHN C. WILMOT, and ANTHONY J. HORAN, and each of them severally, his
or her true and lawful attorneys-in-fact and agents, with full power to act with
or without the others and with full power of substitution and resubstitution,
for and on behalf of him or her and in his or her name, place and stead, in any
and all capacities, to perform any and all acts and do all things and to execute
any and all instruments which said attorneys-in-fact and agents and each of them
may deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933 (the "Act"), and any rules, regulations and requirements
of the Securities and Exchange Commission (the "SEC") thereunder in connection
with the filing of the accompanying registration statement under the Act for the
registration of debt and equity securities of the Corporation pursuant to
resolutions adopted by the Board of Directors of the Corporation on January 16,
2001, authorizing the preparation and filing of a shelf registration statement
on Form S-3 pursuant to Rule 415 under the Act, for the offer and sale of debt
and equity securities of the Corporation, including without limitation, (i)
shares of Common Stock, par value $1.00 per share, (ii) shares of Preferred
Stock, par value $1.00 per share, (iii) currency warrants and securities
warrants, (iv) debt obligations, (v) convertible debt obligations, (vi)
depositary shares or (vii) other securities of the Corporation, in any
combination thereof (the "Securities"), including without limiting the
generality of the foregoing, power and authority to sign the name of the
undersigned director or officer or both in such capacity or capacities, to such
registration statement including without limitation, the prospectuses and
prospectus supplements contained therein, and any and all amendments, including
post-effective amendments, and exhibits thereto, and, if appropriate a second
registration statement that will become effective upon filing pursuant to Rule
462(b) under the Act (the "Registration Statements") to be filed with the SEC
with respect to such Securities, and to sign any and all instruments or
documents to be filed as a part of or in connection with said Registration
Statements or any and all amendments thereto, whether such instruments or
documents are filed before or after the effective date of such Registration
Statements, and to appear before the SEC in connection with any matter relating
thereto, hereby granting to such attorneys-in-fact and agents, and each of them,
full power to do and perform any and all acts and things requisite and necessary
to be done in connection therewith as the undersigned might or could do in
person, and hereby ratifying and confirming all that said attorneys-in-fact and
agents and each of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of October 19, 2001.
/s/ Frank A. Bennack Jr.
---------------------------
Frank A. Bennack Jr.
Director
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of J.P. MORGAN CHASE & CO., a Delaware
corporation (the "Corporation"), hereby constitutes and appoints DOUGLAS A.
WARNER III, WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H.
MCDAVID, JOHN C. WILMOT, and ANTHONY J. HORAN, and each of them severally, his
or her true and lawful attorneys-in-fact and agents, with full power to act with
or without the others and with full power of substitution and resubstitution,
for and on behalf of him or her and in his or her name, place and stead, in any
and all capacities, to perform any and all acts and do all things and to execute
any and all instruments which said attorneys-in-fact and agents and each of them
may deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933 (the "Act"), and any rules, regulations and requirements
of the Securities and Exchange Commission (the "SEC") thereunder in connection
with the filing of the accompanying registration statement under the Act for the
registration of debt and equity securities of the Corporation pursuant to
resolutions adopted by the Board of Directors of the Corporation on January 16,
2001, authorizing the preparation and filing of a shelf registration statement
on Form S-3 pursuant to Rule 415 under the Act, for the offer and sale of debt
and equity securities of the Corporation, including without limitation, (i)
shares of Common Stock, par value $1.00 per share, (ii) shares of Preferred
Stock, par value $1.00 per share, (iii) currency warrants and securities
warrants, (iv) debt obligations, (v) convertible debt obligations, (vi)
depositary shares or (vii) other securities of the Corporation, in any
combination thereof (the "Securities"), including without limiting the
generality of the foregoing, power and authority to sign the name of the
undersigned director or officer or both in such capacity or capacities, to such
registration statement including without limitation, the prospectuses and
prospectus supplements contained therein, and any and all amendments, including
post-effective amendments, and exhibits thereto, and, if appropriate a second
registration statement that will become effective upon filing pursuant to Rule
462(b) under the Act (the "Registration Statements") to be filed with the SEC
with respect to such Securities, and to sign any and all instruments or
documents to be filed as a part of or in connection with said Registration
Statements or any and all amendments thereto, whether such instruments or
documents are filed before or after the effective date of such Registration
Statements, and to appear before the SEC in connection with any matter relating
thereto, hereby granting to such attorneys-in-fact and agents, and each of them,
full power to do and perform any and all acts and things requisite and necessary
to be done in connection therewith as the undersigned might or could do in
person, and hereby ratifying and confirming all that said attorneys-in-fact and
agents and each of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of October 19, 2001.
/s/ Lawrence A. Bossidy
---------------------------
Lawrence A. Bossidy
Director
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of J.P. MORGAN CHASE & CO., a Delaware
corporation (the "Corporation"), hereby constitutes and appoints DOUGLAS A.
WARNER III, WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H.
MCDAVID, JOHN C. WILMOT, and ANTHONY J. HORAN, and each of them severally, his
or her true and lawful attorneys-in-fact and agents, with full power to act with
or without the others and with full power of substitution and resubstitution,
for and on behalf of him or her and in his or her name, place and stead, in any
and all capacities, to perform any and all acts and do all things and to execute
any and all instruments which said attorneys-in-fact and agents and each of them
may deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933 (the "Act"), and any rules, regulations and requirements
of the Securities and Exchange Commission (the "SEC") thereunder in connection
with the filing of the accompanying registration statement under the Act for the
registration of debt and equity securities of the Corporation pursuant to
resolutions adopted by the Board of Directors of the Corporation on January 16,
2001, authorizing the preparation and filing of a shelf registration statement
on Form S-3 pursuant to Rule 415 under the Act, for the offer and sale of debt
and equity securities of the Corporation, including without limitation, (i)
shares of Common Stock, par value $1.00 per share, (ii) shares of Preferred
Stock, par value $1.00 per share, (iii) currency warrants and securities
warrants, (iv) debt obligations, (v) convertible debt obligations, (vi)
depositary shares or (vii) other securities of the Corporation, in any
combination thereof (the "Securities"), including without limiting the
generality of the foregoing, power and authority to sign the name of the
undersigned director or officer or both in such capacity or capacities, to such
registration statement including without limitation, the prospectuses and
prospectus supplements contained therein, and any and all amendments, including
post-effective amendments, and exhibits thereto, and, if appropriate a second
registration statement that will become effective upon filing pursuant to Rule
462(b) under the Act (the "Registration Statements") to be filed with the SEC
with respect to such Securities, and to sign any and all instruments or
documents to be filed as a part of or in connection with said Registration
Statements or any and all amendments thereto, whether such instruments or
documents are filed before or after the effective date of such Registration
Statements, and to appear before the SEC in connection with any matter relating
thereto, hereby granting to such attorneys-in-fact and agents, and each of them,
full power to do and perform any and all acts and things requisite and necessary
to be done in connection therewith as the undersigned might or could do in
person, and hereby ratifying and confirming all that said attorneys-in-fact and
agents and each of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of October 19, 2001.
/s/ M. Anthony Burns
---------------------------
M. Anthony Burns
Director
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of J.P. MORGAN CHASE & CO., a Delaware
corporation (the "Corporation"), hereby constitutes and appoints DOUGLAS A.
WARNER III, WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H.
MCDAVID, JOHN C. WILMOT, and ANTHONY J. HORAN, and each of them severally, his
or her true and lawful attorneys-in-fact and agents, with full power to act with
or without the others and with full power of substitution and resubstitution,
for and on behalf of him or her and in his or her name, place and stead, in any
and all capacities, to perform any and all acts and do all things and to execute
any and all instruments which said attorneys-in-fact and agents and each of them
may deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933 (the "Act"), and any rules, regulations and requirements
of the Securities and Exchange Commission (the "SEC") thereunder in connection
with the filing of the accompanying registration statement under the Act for the
registration of debt and equity securities of the Corporation pursuant to
resolutions adopted by the Board of Directors of the Corporation on January 16,
2001, authorizing the preparation and filing of a shelf registration statement
on Form S-3 pursuant to Rule 415 under the Act, for the offer and sale of debt
and equity securities of the Corporation, including without limitation, (i)
shares of Common Stock, par value $1.00 per share, (ii) shares of Preferred
Stock, par value $1.00 per share, (iii) currency warrants and securities
warrants, (iv) debt obligations, (v) convertible debt obligations, (vi)
depositary shares or (vii) other securities of the Corporation, in any
combination thereof (the "Securities"), including without limiting the
generality of the foregoing, power and authority to sign the name of the
undersigned director or officer or both in such capacity or capacities, to such
registration statement including without limitation, the prospectuses and
prospectus supplements contained therein, and any and all amendments, including
post-effective amendments, and exhibits thereto, and, if appropriate a second
registration statement that will become effective upon filing pursuant to Rule
462(b) under the Act (the "Registration Statements") to be filed with the SEC
with respect to such Securities, and to sign any and all instruments or
documents to be filed as a part of or in connection with said Registration
Statements or any and all amendments thereto, whether such instruments or
documents are filed before or after the effective date of such Registration
Statements, and to appear before the SEC in connection with any matter relating
thereto, hereby granting to such attorneys-in-fact and agents, and each of them,
full power to do and perform any and all acts and things requisite and necessary
to be done in connection therewith as the undersigned might or could do in
person, and hereby ratifying and confirming all that said attorneys-in-fact and
agents and each of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of October 19, 2001.
/s/ H. Laurance Fuller
---------------------------
H. Laurance Fuller
Director
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of J.P. MORGAN CHASE & CO., a Delaware
corporation (the "Corporation"), hereby constitutes and appoints DOUGLAS A.
WARNER III, WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H.
MCDAVID, JOHN C. WILMOT, and ANTHONY J. HORAN, and each of them severally, his
or her true and lawful attorneys-in-fact and agents, with full power to act with
or without the others and with full power of substitution and resubstitution,
for and on behalf of him or her and in his or her name, place and stead, in any
and all capacities, to perform any and all acts and do all things and to execute
any and all instruments which said attorneys-in-fact and agents and each of them
may deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933 (the "Act"), and any rules, regulations and requirements
of the Securities and Exchange Commission (the "SEC") thereunder in connection
with the filing of the accompanying registration statement under the Act for the
registration of debt and equity securities of the Corporation pursuant to
resolutions adopted by the Board of Directors of the Corporation on January 16,
2001, authorizing the preparation and filing of a shelf registration statement
on Form S-3 pursuant to Rule 415 under the Act, for the offer and sale of debt
and equity securities of the Corporation, including without limitation, (i)
shares of Common Stock, par value $1.00 per share, (ii) shares of Preferred
Stock, par value $1.00 per share, (iii) currency warrants and securities
warrants, (iv) debt obligations, (v) convertible debt obligations, (vi)
depositary shares or (vii) other securities of the Corporation, in any
combination thereof (the "Securities"), including without limiting the
generality of the foregoing, power and authority to sign the name of the
undersigned director or officer or both in such capacity or capacities, to such
registration statement including without limitation, the prospectuses and
prospectus supplements contained therein, and any and all amendments, including
post-effective amendments, and exhibits thereto, and, if appropriate a second
registration statement that will become effective upon filing pursuant to Rule
462(b) under the Act (the "Registration Statements") to be filed with the SEC
with respect to such Securities, and to sign any and all instruments or
documents to be filed as a part of or in connection with said Registration
Statements or any and all amendments thereto, whether such instruments or
documents are filed before or after the effective date of such Registration
Statements, and to appear before the SEC in connection with any matter relating
thereto, hereby granting to such attorneys-in-fact and agents, and each of them,
full power to do and perform any and all acts and things requisite and necessary
to be done in connection therewith as the undersigned might or could do in
person, and hereby ratifying and confirming all that said attorneys-in-fact and
agents and each of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of October 19, 2001.
/s/ Ellen V. Futter
---------------------------
Ellen V. Futter
Director
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of J.P. MORGAN CHASE & CO., a Delaware
corporation (the "Corporation"), hereby constitutes and appoints DOUGLAS A.
WARNER III, WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H.
MCDAVID, JOHN C. WILMOT, and ANTHONY J. HORAN, and each of them severally, his
or her true and lawful attorneys-in-fact and agents, with full power to act with
or without the others and with full power of substitution and resubstitution,
for and on behalf of him or her and in his or her name, place and stead, in any
and all capacities, to perform any and all acts and do all things and to execute
any and all instruments which said attorneys-in-fact and agents and each of them
may deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933 (the "Act"), and any rules, regulations and requirements
of the Securities and Exchange Commission (the "SEC") thereunder in connection
with the filing of the accompanying registration statement under the Act for the
registration of debt and equity securities of the Corporation pursuant to
resolutions adopted by the Board of Directors of the Corporation on January 16,
2001, authorizing the preparation and filing of a shelf registration statement
on Form S-3 pursuant to Rule 415 under the Act, for the offer and sale of debt
and equity securities of the Corporation, including without limitation, (i)
shares of Common Stock, par value $1.00 per share, (ii) shares of Preferred
Stock, par value $1.00 per share, (iii) currency warrants and securities
warrants, (iv) debt obligations, (v) convertible debt obligations, (vi)
depositary shares or (vii) other securities of the Corporation, in any
combination thereof (the "Securities"), including without limiting the
generality of the foregoing, power and authority to sign the name of the
undersigned director or officer or both in such capacity or capacities, to such
registration statement including without limitation, the prospectuses and
prospectus supplements contained therein, and any and all amendments, including
post-effective amendments, and exhibits thereto, and, if appropriate a second
registration statement that will become effective upon filing pursuant to Rule
462(b) under the Act (the "Registration Statements") to be filed with the SEC
with respect to such Securities, and to sign any and all instruments or
documents to be filed as a part of or in connection with said Registration
Statements or any and all amendments thereto, whether such instruments or
documents are filed before or after the effective date of such Registration
Statements, and to appear before the SEC in connection with any matter relating
thereto, hereby granting to such attorneys-in-fact and agents, and each of them,
full power to do and perform any and all acts and things requisite and necessary
to be done in connection therewith as the undersigned might or could do in
person, and hereby ratifying and confirming all that said attorneys-in-fact and
agents and each of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of October 19, 2001.
/s/ William H. Gray III
---------------------------
William H. Gray III
Director
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of J.P. MORGAN CHASE & CO., a Delaware
corporation (the "Corporation"), hereby constitutes and appoints DOUGLAS A.
WARNER III, WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H.
MCDAVID, JOHN C. WILMOT, and ANTHONY J. HORAN, and each of them severally, his
or her true and lawful attorneys-in-fact and agents, with full power to act with
or without the others and with full power of substitution and resubstitution,
for and on behalf of him or her and in his or her name, place and stead, in any
and all capacities, to perform any and all acts and do all things and to execute
any and all instruments which said attorneys-in-fact and agents and each of them
may deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933 (the "Act"), and any rules, regulations and requirements
of the Securities and Exchange Commission (the "SEC") thereunder in connection
with the filing of the accompanying registration statement under the Act for the
registration of debt and equity securities of the Corporation pursuant to
resolutions adopted by the Board of Directors of the Corporation on January 16,
2001, authorizing the preparation and filing of a shelf registration statement
on Form S-3 pursuant to Rule 415 under the Act, for the offer and sale of debt
and equity securities of the Corporation, including without limitation, (i)
shares of Common Stock, par value $1.00 per share, (ii) shares of Preferred
Stock, par value $1.00 per share, (iii) currency warrants and securities
warrants, (iv) debt obligations, (v) convertible debt obligations, (vi)
depositary shares or (vii) other securities of the Corporation, in any
combination thereof (the "Securities"), including without limiting the
generality of the foregoing, power and authority to sign the name of the
undersigned director or officer or both in such capacity or capacities, to such
registration statement including without limitation, the prospectuses and
prospectus supplements contained therein, and any and all amendments, including
post-effective amendments, and exhibits thereto, and, if appropriate a second
registration statement that will become effective upon filing pursuant to Rule
462(b) under the Act (the "Registration Statements") to be filed with the SEC
with respect to such Securities, and to sign any and all instruments or
documents to be filed as a part of or in connection with said Registration
Statements or any and all amendments thereto, whether such instruments or
documents are filed before or after the effective date of such Registration
Statements, and to appear before the SEC in connection with any matter relating
thereto, hereby granting to such attorneys-in-fact and agents, and each of them,
full power to do and perform any and all acts and things requisite and necessary
to be done in connection therewith as the undersigned might or could do in
person, and hereby ratifying and confirming all that said attorneys-in-fact and
agents and each of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of October 19, 2001.
/s/ Helene L. Kaplan
---------------------------
Helene L. Kaplan
Director
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of J.P. MORGAN CHASE & CO., a Delaware
corporation (the "Corporation"), hereby constitutes and appoints DOUGLAS A.
WARNER III, WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H.
MCDAVID, JOHN C. WILMOT, and ANTHONY J. HORAN, and each of them severally, his
or her true and lawful attorneys-in-fact and agents, with full power to act with
or without the others and with full power of substitution and resubstitution,
for and on behalf of him or her and in his or her name, place and stead, in any
and all capacities, to perform any and all acts and do all things and to execute
any and all instruments which said attorneys-in-fact and agents and each of them
may deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933 (the "Act"), and any rules, regulations and requirements
of the Securities and Exchange Commission (the "SEC") thereunder in connection
with the filing of the accompanying registration statement under the Act for the
registration of debt and equity securities of the Corporation pursuant to
resolutions adopted by the Board of Directors of the Corporation on January 16,
2001, authorizing the preparation and filing of a shelf registration statement
on Form S-3 pursuant to Rule 415 under the Act, for the offer and sale of debt
and equity securities of the Corporation, including without limitation, (i)
shares of Common Stock, par value $1.00 per share, (ii) shares of Preferred
Stock, par value $1.00 per share, (iii) currency warrants and securities
warrants, (iv) debt obligations, (v) convertible debt obligations, (vi)
depositary shares or (vii) other securities of the Corporation, in any
combination thereof (the "Securities"), including without limiting the
generality of the foregoing, power and authority to sign the name of the
undersigned director or officer or both in such capacity or capacities, to such
registration statement including without limitation, the prospectuses and
prospectus supplements contained therein, and any and all amendments, including
post-effective amendments, and exhibits thereto, and, if appropriate a second
registration statement that will become effective upon filing pursuant to Rule
462(b) under the Act (the "Registration Statements") to be filed with the SEC
with respect to such Securities, and to sign any and all instruments or
documents to be filed as a part of or in connection with said Registration
Statements or any and all amendments thereto, whether such instruments or
documents are filed before or after the effective date of such Registration
Statements, and to appear before the SEC in connection with any matter relating
thereto, hereby granting to such attorneys-in-fact and agents, and each of them,
full power to do and perform any and all acts and things requisite and necessary
to be done in connection therewith as the undersigned might or could do in
person, and hereby ratifying and confirming all that said attorneys-in-fact and
agents and each of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of October 19, 2001.
/s/ Lee R. Raymond
---------------------------
Lee R. Raymond
Director
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of J.P. MORGAN CHASE & CO., a Delaware
corporation (the "Corporation"), hereby constitutes and appoints DOUGLAS A.
WARNER III, WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H.
MCDAVID, JOHN C. WILMOT, and ANTHONY J. HORAN, and each of them severally, his
or her true and lawful attorneys-in-fact and agents, with full power to act with
or without the others and with full power of substitution and resubstitution,
for and on behalf of him or her and in his or her name, place and stead, in any
and all capacities, to perform any and all acts and do all things and to execute
any and all instruments which said attorneys-in-fact and agents and each of them
may deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933 (the "Act"), and any rules, regulations and requirements
of the Securities and Exchange Commission (the "SEC") thereunder in connection
with the filing of the accompanying registration statement under the Act for the
registration of debt and equity securities of the Corporation pursuant to
resolutions adopted by the Board of Directors of the Corporation on January 16,
2001, authorizing the preparation and filing of a shelf registration statement
on Form S-3 pursuant to Rule 415 under the Act, for the offer and sale of debt
and equity securities of the Corporation, including without limitation, (i)
shares of Common Stock, par value $1.00 per share, (ii) shares of Preferred
Stock, par value $1.00 per share, (iii) currency warrants and securities
warrants, (iv) debt obligations, (v) convertible debt obligations, (vi)
depositary shares or (vii) other securities of the Corporation, in any
combination thereof (the "Securities"), including without limiting the
generality of the foregoing, power and authority to sign the name of the
undersigned director or officer or both in such capacity or capacities, to such
registration statement including without limitation, the prospectuses and
prospectus supplements contained therein, and any and all amendments, including
post-effective amendments, and exhibits thereto, and, if appropriate a second
registration statement that will become effective upon filing pursuant to Rule
462(b) under the Act (the "Registration Statements") to be filed with the SEC
with respect to such Securities, and to sign any and all instruments or
documents to be filed as a part of or in connection with said Registration
Statements or any and all amendments thereto, whether such instruments or
documents are filed before or after the effective date of such Registration
Statements, and to appear before the SEC in connection with any matter relating
thereto, hereby granting to such attorneys-in-fact and agents, and each of them,
full power to do and perform any and all acts and things requisite and necessary
to be done in connection therewith as the undersigned might or could do in
person, and hereby ratifying and confirming all that said attorneys-in-fact and
agents and each of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of October 19, 2001.
/s/ John R. Stafford
---------------------------
John R. Stafford
Director
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of J.P. MORGAN CHASE & CO., a Delaware
corporation (the "Corporation"), hereby constitutes and appoints DOUGLAS A.
WARNER III, WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H.
MCDAVID, JOHN C. WILMOT, and ANTHONY J. HORAN, and each of them severally, his
or her true and lawful attorneys-in-fact and agents, with full power to act with
or without the others and with full power of substitution and resubstitution,
for and on behalf of him or her and in his or her name, place and stead, in any
and all capacities, to perform any and all acts and do all things and to execute
any and all instruments which said attorneys-in-fact and agents and each of them
may deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933 (the "Act"), and any rules, regulations and requirements
of the Securities and Exchange Commission (the "SEC") thereunder in connection
with the filing of the accompanying registration statement under the Act for the
registration of debt and equity securities of the Corporation pursuant to
resolutions adopted by the Board of Directors of the Corporation on January 16,
2001, authorizing the preparation and filing of a shelf registration statement
on Form S-3 pursuant to Rule 415 under the Act, for the offer and sale of debt
and equity securities of the Corporation, including without limitation, (i)
shares of Common Stock, par value $1.00 per share, (ii) shares of Preferred
Stock, par value $1.00 per share, (iii) currency warrants and securities
warrants, (iv) debt obligations, (v) convertible debt obligations, (vi)
depositary shares or (vii) other securities of the Corporation, in any
combination thereof (the "Securities"), including without limiting the
generality of the foregoing, power and authority to sign the name of the
undersigned director or officer or both in such capacity or capacities, to such
registration statement including without limitation, the prospectuses and
prospectus supplements contained therein, and any and all amendments, including
post-effective amendments, and exhibits thereto, and, if appropriate a second
registration statement that will become effective upon filing pursuant to Rule
462(b) under the Act (the "Registration Statements") to be filed with the SEC
with respect to such Securities, and to sign any and all instruments or
documents to be filed as a part of or in connection with said Registration
Statements or any and all amendments thereto, whether such instruments or
documents are filed before or after the effective date of such Registration
Statements, and to appear before the SEC in connection with any matter relating
thereto, hereby granting to such attorneys-in-fact and agents, and each of them,
full power to do and perform any and all acts and things requisite and necessary
to be done in connection therewith as the undersigned might or could do in
person, and hereby ratifying and confirming all that said attorneys-in-fact and
agents and each of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of October 19, 2001.
/s/ Lloyd D. Ward
---------------------------
Lloyd D. Ward
Director
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of J.P. MORGAN CHASE & CO., a Delaware
corporation (the "Corporation"), hereby constitutes and appoints DOUGLAS A.
WARNER III, WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H.
MCDAVID, JOHN C. WILMOT, and ANTHONY J. HORAN, and each of them severally, his
or her true and lawful attorneys-in-fact and agents, with full power to act with
or without the others and with full power of substitution and resubstitution,
for and on behalf of him or her and in his or her name, place and stead, in any
and all capacities, to perform any and all acts and do all things and to execute
any and all instruments which said attorneys-in-fact and agents and each of them
may deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933 (the "Act"), and any rules, regulations and requirements
of the Securities and Exchange Commission (the "SEC") thereunder in connection
with the filing of the accompanying registration statement under the Act for the
registration of debt and equity securities of the Corporation pursuant to
resolutions adopted by the Board of Directors of the Corporation on January 16,
2001, authorizing the preparation and filing of a shelf registration statement
on Form S-3 pursuant to Rule 415 under the Act, for the offer and sale of debt
and equity securities of the Corporation, including without limitation, (i)
shares of Common Stock, par value $1.00 per share, (ii) shares of Preferred
Stock, par value $1.00 per share, (iii) currency warrants and securities
warrants, (iv) debt obligations, (v) convertible debt obligations, (vi)
depositary shares or (vii) other securities of the Corporation, in any
combination thereof (the "Securities"), including without limiting the
generality of the foregoing, power and authority to sign the name of the
undersigned director or officer or both in such capacity or capacities, to such
registration statement including without limitation, the prospectuses and
prospectus supplements contained therein, and any and all amendments, including
post-effective amendments, and exhibits thereto, and, if appropriate a second
registration statement that will become effective upon filing pursuant to Rule
462(b) under the Act (the "Registration Statements") to be filed with the SEC
with respect to such Securities, and to sign any and all instruments or
documents to be filed as a part of or in connection with said Registration
Statements or any and all amendments thereto, whether such instruments or
documents are filed before or after the effective date of such Registration
Statements, and to appear before the SEC in connection with any matter relating
thereto, hereby granting to such attorneys-in-fact and agents, and each of them,
full power to do and perform any and all acts and things requisite and necessary
to be done in connection therewith as the undersigned might or could do in
person, and hereby ratifying and confirming all that said attorneys-in-fact and
agents and each of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of October 19, 2001.
/s/ Marina v.N. Whitman
---------------------------
Marina v.N. Whitman
Director
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of J.P. MORGAN CHASE & CO., a Delaware
corporation (the "Corporation"), hereby constitutes and appoints DOUGLAS A.
WARNER III, WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H.
MCDAVID, JOHN C. WILMOT, and ANTHONY J. HORAN, and each of them severally, his
or her true and lawful attorneys-in-fact and agents, with full power to act with
or without the others and with full power of substitution and resubstitution,
for and on behalf of him or her and in his or her name, place and stead, in any
and all capacities, to perform any and all acts and do all things and to execute
any and all instruments which said attorneys-in-fact and agents and each of them
may deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933 (the "Act"), and any rules, regulations and requirements
of the Securities and Exchange Commission (the "SEC") thereunder in connection
with the filing of the accompanying registration statement under the Act for the
registration of debt and equity securities of the Corporation pursuant to
resolutions adopted by the Board of Directors of the Corporation on January 16,
2001, authorizing the preparation and filing of a shelf registration statement
on Form S-3 pursuant to Rule 415 under the Act, for the offer and sale of debt
and equity securities of the Corporation, including without limitation, (i)
shares of Common Stock, par value $1.00 per share, (ii) shares of Preferred
Stock, par value $1.00 per share, (iii) currency warrants and securities
warrants, (iv) debt obligations, (v) convertible debt obligations, (vi)
depositary shares or (vii) other securities of the Corporation, in any
combination thereof (the "Securities"), including without limiting the
generality of the foregoing, power and authority to sign the name of the
undersigned director or officer or both in such capacity or capacities, to such
registration statement including without limitation, the prospectuses and
prospectus supplements contained therein, and any and all amendments, including
post-effective amendments, and exhibits thereto, and, if appropriate a second
registration statement that will become effective upon filing pursuant to Rule
462(b) under the Act (the "Registration Statements") to be filed with the SEC
with respect to such Securities, and to sign any and all instruments or
documents to be filed as a part of or in connection with said Registration
Statements or any and all amendments thereto, whether such instruments or
documents are filed before or after the effective date of such Registration
Statements, and to appear before the SEC in connection with any matter relating
thereto, hereby granting to such attorneys-in-fact and agents, and each of them,
full power to do and perform any and all acts and things requisite and necessary
to be done in connection therewith as the undersigned might or could do in
person, and hereby ratifying and confirming all that said attorneys-in-fact and
agents and each of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of October 19, 2001.
/s/ Douglas A. Warner III
---------------------------
Douglas A. Warner III
Chairman of the Board and
Director
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of J.P. MORGAN CHASE & CO., a Delaware
corporation (the "Corporation"), hereby constitutes and appoints DOUGLAS A.
WARNER III, WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H.
MCDAVID, JOHN C. WILMOT, and ANTHONY J. HORAN, and each of them severally, his
or her true and lawful attorneys-in-fact and agents, with full power to act with
or without the others and with full power of substitution and resubstitution,
for and on behalf of him or her and in his or her name, place and stead, in any
and all capacities, to perform any and all acts and do all things and to execute
any and all instruments which said attorneys-in-fact and agents and each of them
may deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933 (the "Act"), and any rules, regulations and requirements
of the Securities and Exchange Commission (the "SEC") thereunder in connection
with the filing of the accompanying registration statement under the Act for the
registration of debt and equity securities of the Corporation pursuant to
resolutions adopted by the Board of Directors of the Corporation on January 16,
2001, authorizing the preparation and filing of a shelf registration statement
on Form S-3 pursuant to Rule 415 under the Act, for the offer and sale of debt
and equity securities of the Corporation, including without limitation, (i)
shares of Common Stock, par value $1.00 per share, (ii) shares of Preferred
Stock, par value $1.00 per share, (iii) currency warrants and securities
warrants, (iv) debt obligations, (v) convertible debt obligations, (vi)
depositary shares or (vii) other securities of the Corporation, in any
combination thereof (the "Securities"), including without limiting the
generality of the foregoing, power and authority to sign the name of the
undersigned director or officer or both in such capacity or capacities, to such
registration statement including without limitation, the prospectuses and
prospectus supplements contained therein, and any and all amendments, including
post-effective amendments, and exhibits thereto, and, if appropriate a second
registration statement that will become effective upon filing pursuant to Rule
462(b) under the Act (the "Registration Statements") to be filed with the SEC
with respect to such Securities, and to sign any and all instruments or
documents to be filed as a part of or in connection with said Registration
Statements or any and all amendments thereto, whether such instruments or
documents are filed before or after the effective date of such Registration
Statements, and to appear before the SEC in connection with any matter relating
thereto, hereby granting to such attorneys-in-fact and agents, and each of them,
full power to do and perform any and all acts and things requisite and necessary
to be done in connection therewith as the undersigned might or could do in
person, and hereby ratifying and confirming all that said attorneys-in-fact and
agents and each of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of October 19, 2001.
/s/ William B. Harrison Jr.
---------------------------
William B. Harrison Jr.
President, Chief Executive
Officer and Director
(Principal Executive
Officer)
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of J.P. MORGAN CHASE & CO., a Delaware
corporation (the "Corporation"), hereby constitutes and appoints DOUGLAS A.
WARNER III, WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H.
MCDAVID, JOHN C. WILMOT, and ANTHONY J. HORAN, and each of them severally, his
or her true and lawful attorneys-in-fact and agents, with full power to act with
or without the others and with full power of substitution and resubstitution,
for and on behalf of him or her and in his or her name, place and stead, in any
and all capacities, to perform any and all acts and do all things and to execute
any and all instruments which said attorneys-in-fact and agents and each of them
may deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933 (the "Act"), and any rules, regulations and requirements
of the Securities and Exchange Commission (the "SEC") thereunder in connection
with the filing of the accompanying registration statement under the Act for the
registration of debt and equity securities of the Corporation pursuant to
resolutions adopted by the Board of Directors of the Corporation on January 16,
2001, authorizing the preparation and filing of a shelf registration statement
on Form S-3 pursuant to Rule 415 under the Act, for the offer and sale of debt
and equity securities of the Corporation, including without limitation, (i)
shares of Common Stock, par value $1.00 per share, (ii) shares of Preferred
Stock, par value $1.00 per share, (iii) currency warrants and securities
warrants, (iv) debt obligations, (v) convertible debt obligations, (vi)
depositary shares or (vii) other securities of the Corporation, in any
combination thereof (the "Securities"), including without limiting the
generality of the foregoing, power and authority to sign the name of the
undersigned director or officer or both in such capacity or capacities, to such
registration statement including without limitation, the prospectuses and
prospectus supplements contained therein, and any and all amendments, including
post-effective amendments, and exhibits thereto, and, if appropriate a second
registration statement that will become effective upon filing pursuant to Rule
462(b) under the Act (the "Registration Statements") to be filed with the SEC
with respect to such Securities, and to sign any and all instruments or
documents to be filed as a part of or in connection with said Registration
Statements or any and all amendments thereto, whether such instruments or
documents are filed before or after the effective date of such Registration
Statements, and to appear before the SEC in connection with any matter relating
thereto, hereby granting to such attorneys-in-fact and agents, and each of them,
full power to do and perform any and all acts and things requisite and necessary
to be done in connection therewith as the undersigned might or could do in
person, and hereby ratifying and confirming all that said attorneys-in-fact and
agents and each of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of October 19, 2001.
/s/ Marc J. Shapiro
---------------------------
Marc J. Shapiro
(Principal Financial
Officer)
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of J.P. MORGAN CHASE & CO., a Delaware
corporation (the "Corporation"), hereby constitutes and appoints DOUGLAS A.
WARNER III, WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H.
MCDAVID, JOHN C. WILMOT, and ANTHONY J. HORAN, and each of them severally, his
or her true and lawful attorneys-in-fact and agents, with full power to act with
or without the others and with full power of substitution and resubstitution,
for and on behalf of him or her and in his or her name, place and stead, in any
and all capacities, to perform any and all acts and do all things and to execute
any and all instruments which said attorneys-in-fact and agents and each of them
may deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933 (the "Act"), and any rules, regulations and requirements
of the Securities and Exchange Commission (the "SEC") thereunder in connection
with the filing of the accompanying registration statement under the Act for the
registration of debt and equity securities of the Corporation pursuant to
resolutions adopted by the Board of Directors of the Corporation on January 16,
2001, authorizing the preparation and filing of a shelf registration statement
on Form S-3 pursuant to Rule 415 under the Act, for the offer and sale of debt
and equity securities of the Corporation, including without limitation, (i)
shares of Common Stock, par value $1.00 per share, (ii) shares of Preferred
Stock, par value $1.00 per share, (iii) currency warrants and securities
warrants, (iv) debt obligations, (v) convertible debt obligations, (vi)
depositary shares or (vii) other securities of the Corporation, in any
combination thereof (the "Securities"), including without limiting the
generality of the foregoing, power and authority to sign the name of the
undersigned director or officer or both in such capacity or capacities, to such
registration statement including without limitation, the prospectuses and
prospectus supplements contained therein, and any and all amendments, including
post-effective amendments, and exhibits thereto, and, if appropriate a second
registration statement that will become effective upon filing pursuant to Rule
462(b) under the Act (the "Registration Statements") to be filed with the SEC
with respect to such Securities, and to sign any and all instruments or
documents to be filed as a part of or in connection with said Registration
Statements or any and all amendments thereto, whether such instruments or
documents are filed before or after the effective date of such Registration
Statements, and to appear before the SEC in connection with any matter relating
thereto, hereby granting to such attorneys-in-fact and agents, and each of them,
full power to do and perform any and all acts and things requisite and necessary
to be done in connection therewith as the undersigned might or could do in
person, and hereby ratifying and confirming all that said attorneys-in-fact and
agents and each of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of October 19, 2001.
/s/ Joseph L. Sclafani
---------------------------
Joseph L. Sclafani
Controller
(Principal Accounting
Officer)
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned, in his or her
capacity as an officer or director of J.P. MORGAN CHASE & CO., a Delaware
corporation (the "Corporation"), hereby constitutes and appoints DOUGLAS A.
WARNER III, WILLIAM B. HARRISON JR., MARC J. SHAPIRO, DINA DUBLON, WILLIAM H.
MCDAVID, JOHN C. WILMOT, and ANTHONY J. HORAN, and each of them severally, his
or her true and lawful attorneys-in-fact and agents, with full power to act with
or without the others and with full power of substitution and resubstitution,
for and on behalf of him or her and in his or her name, place and stead, in any
and all capacities, to perform any and all acts and do all things and to execute
any and all instruments which said attorneys-in-fact and agents and each of them
may deem necessary or desirable to enable the Corporation to comply with the
Securities Act of 1933 (the "Act"), and any rules, regulations and requirements
of the Securities and Exchange Commission (the "SEC") thereunder in connection
with the filing of the accompanying registration statement under the Act for the
registration of debt and equity securities of the Corporation pursuant to
resolutions adopted by the Board of Directors of the Corporation on January 16,
2001, authorizing the preparation and filing of a shelf registration statement
on Form S-3 pursuant to Rule 415 under the Act, for the offer and sale of debt
and equity securities of the Corporation, including without limitation, (i)
shares of Common Stock, par value $1.00 per share, (ii) shares of Preferred
Stock, par value $1.00 per share, (iii) currency warrants and securities
warrants, (iv) debt obligations, (v) convertible debt obligations, (vi)
depositary shares or (vii) other securities of the Corporation, in any
combination thereof (the "Securities"), including without limiting the
generality of the foregoing, power and authority to sign the name of the
undersigned director or officer or both in such capacity or capacities, to such
registration statement including without limitation, the prospectuses and
prospectus supplements contained therein, and any and all amendments, including
post-effective amendments, and exhibits thereto, and, if appropriate a second
registration statement that will become effective upon filing pursuant to Rule
462(b) under the Act (the "Registration Statements") to be filed with the SEC
with respect to such Securities, and to sign any and all instruments or
documents to be filed as a part of or in connection with said Registration
Statements or any and all amendments thereto, whether such instruments or
documents are filed before or after the effective date of such Registration
Statements, and to appear before the SEC in connection with any matter relating
thereto, hereby granting to such attorneys-in-fact and agents, and each of them,
full power to do and perform any and all acts and things requisite and necessary
to be done in connection therewith as the undersigned might or could do in
person, and hereby ratifying and confirming all that said attorneys-in-fact and
agents and each of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of October 19, 2001.
/s/ Dina Dublon
---------------------------
Dina Dublon
Chief Financial Officer