Background and Public Meeting Notice

J. P. Morgan Chase & Co. New York, New York
Notice of Public Meetings
New York, New York Chicago, Illinois

Background and Public Meeting Notice

On February 9, 2004, J. P. Morgan Chase & Co., New York, New York (“JPMorgan Chase”), requested the Board’s approval under the Bank Holding Company Act (12 U.S.C. § 1841 et seq.) (“BHC Act”) to merge with Bank One Corporation, Chicago, Illinois (“Bank One”). The Board hereby orders that public meetings on the JPMorgan Chase/Bank One proposal be held in New York, New York, and Chicago, Illinois.

The public meeting in New York will be held at the Federal Reserve Bank of New York, 33 Liberty Street, New York, New York, on Thursday, April 15, 2004, beginning at 9:00 a.m. Eastern Time. The public meeting in Chicago will be held at the Federal Reserve Bank of Chicago, 230 South LaSalle Street, Chicago, Illinois, on Friday, April 23, 2004, beginning at 8:30 a.m. Central Time. In addition, the comment period on the application has been extended for all members of the public through the close of business on Friday, April 23, 2004.

Purpose and Procedures

The purpose of the public meetings is to collect information relating to factors the Board is required to consider under the BHC Act. These factors are: (1) the effects of the proposal on the financial and managerial resources and future prospects of the companies and banks involved in the proposal, (2) competition in the relevant markets, and (3) the convenience and needs of the communities to be served. Convenience and needs considerations include a review of the records of performance ofJPMorgan Chase and Bank One under the Community Reinvestment Act, which requires the Board to take into account in its review of a bank acquisition or merger proposal each institution’s record of meeting the credit needs of its entire community, including low-and moderate-income neighborhoods, consistent with the safe and sound operation of the institution. 12 U.S.C. § 2903.

Testimony at the public meeting will be presented to a panel consisting

of a Presiding Officer and other panel members appointed by the Presiding Officer. In conducting the public meeting, the Presiding Officer will have the authority and discretion to ensure that the meeting proceeds in a fair and orderly manner. In contrast to a formal administrative hearing, the rules for taking evidence in an administrative proceeding will not apply to this public meeting. Panel members may question witnesses, but no cross-examination of witnesses will be permitted. The public meeting will be transcribed and information regarding procedures for obtaining a copy of the transcript will be announced at the public meeting.

All persons wishing to testify at a meeting must submit a written request no later than the close of business on Monday, April 5, 2004. The request must include the following information: (i) identification of which meeting the participant wishes to attend; (ii) a brief statement of the nature of the expected testimony (including whether the testimony will support or oppose the proposed transaction, or provide other comment on the proposal) and the estimated time required for the presentation; (iii) address and telephone number (and facsimile number and e-mail address, if available) of the person testifying; and (iv) identification of any special needs, such as from persons desiring translation services, persons with a physical disability who may need assistance, or persons requiring visual aids for their presentation. To the extent feasible, translators will be provided to persons wishing to present their views in a language other than English if this information is included in the request to testify. Persons interested only in attending the meeting but not testifying need not submit a written request to attend.

For those wishing to testify at the meeting to be held in New York, requests should be submitted to John G. Ricketti, Vice President, Federal Reserve Bank of New York, 33 Liberty Street, New York, New York 10045 (facsimile: 212/720-2845). For those wishing to testify at the meeting to be held in Chicago, requests should be submitted to Alicia Williams, Vice President, Federal Reserve Bank of Chicago, 230 South LaSalle Street, Chicago, Illinois 60604 (facsimile: 312/913-2626).

On the basis of the requests received, the Presiding Officer will prepare a schedule for persons wishing to testify and establish the order of presentation. To ensure an opportunity for all interested commenters to present their views, the Presiding Officer may limit the time for presentations. At the discretion of the Presiding Officer, persons not listed on the schedule may be permitted to speak at the public meeting if time permits at the conclusion of the schedule of witnesses. Copies of testimony may, but need not, be filed with the Presiding Officer before a person's presentation.

By order of the Board, acting through the General Counsel pursuant to delegated authority, effective March 26, 2004.

Jennifer J. Johnson (signed)
Jennifer J. Johnson
Secretary of the Board