Correction: Fitch Affirms JPMorgan Chase & Co.; Outlook Positive.

NEW YORK -- (This is an amended version of a press release issued earlier today and contains revised information on the short-term issuer rating for JPMorgan Chase & Co.)

Fitch Ratings has affirmed all ratings of JPMorgan Chase & Co. (JPMC) after the company's stated intentions to swap its corporate trust business in exchange for the retail branch network of Bank of New York (BK). The Rating Outlook is Positive. A complete list of ratings is shown below.

JPMC will acquire BK's 338 retail branches in exchange for its corporate trust business plus $150 million in cash. The transaction is expected to close in 3Q06. An after-tax gain of $700 million is expected at closing. The impact to FY07 earnings is expected to be neutral, while modestly accretive in FY08.

Fitch believes the proposed asset swap is positive for JPMC. JPMC immediately gains a greater presence in NY's Westchester County, New Jersey and Connecticut, which bolsters its footprint in this highly desirable and very competitive tri-state market. The timing coincides well with the major initiative underway by the Retail Financial Services segment to expand the branch network. Notwithstanding the immediate benefits of greater physical and commercial scale, the deal presents opportunities for JPMC to cross-sell its products to a new, captive market.

Earnings given up through the divestment of the corporate trust business should be offset initially by earnings derived from the expanded retail business, while funding requirements and capital adjustments are considered modest. Further, the swap provides a somewhat unique way of expanding its retail presence within its natural footprint in the greater New York metropolitan area, a stated strategic goal, without compromising the company's capital strength. The integration of the BK branches will require management and systems resources at the same time that a number of other key initiatives are underway in the Retail Financial Services business. Nevertheless, Fitch believes the size and scope of this transaction should not be particularly disruptive to the consolidated operations.

Ratings Affirmed:

JPMorgan Chase & Co.

--Long-term IDR affirmed at 'A+';

--Short-term issuer affirmed at 'F1';

--Individual affirmed at 'B';

--Support affirmed at '5';

--Short-term debt affirmed at 'F1';

--Long-term senior debt affirmed at 'A+';

--Subordinated debt affirmed at 'A';

--Preferred affirmed at 'A';

--Outlook Positive.

JPMorgan Chase Bank, NA

--Long-term IDR affirmed at 'A+';

--Short-term issuer affirmed at 'F1+';

--Individual affirmed at 'B';

--Support affirmed at '1';

--Short-term deposits affirmed at 'F1+';

--Short-term debt affirmed at 'F1+';

--Long-term deposits affirmed at 'AA-';

--Long-term senior debt affirmed at 'A+';

--Subordinated debt affirmed at 'A';

--Outlook Positive.

Chase Bank USA, NA

--Long-term IDR affirmed at 'A+';

--Short-term issuer affirmed at 'F1+';

--Individual affirmed at 'B';

--Support affirmed at '1';

--Short-term deposits affirmed at 'F1+';

--Long-term senior debt affirmed at 'A+';

--Long-term deposits affirmed at 'AA-';

--Subordinated debt affirmed at 'A';

--Outlook Positive.

Banc One Financial LLC 

--Short-term issuer affirmed at 'F1';

--Short-term debt affirmed at 'F1';

--Support affirmed at '5'.

Affiliates with rated issues outstanding:

Bank One Capital Trust III, V and VI

--Trust preferred affirmed at 'A'.

Chase Capital I, II, III, and VI

--Trust preferred affirmed at 'A'.

First Chicago NBD Capital I

--Trust preferred affirmed at 'A'.

JPM Capital Trust I and II

--Trust preferred affirmed at 'A'.

J.P. Morgan Chase Capital IX through XII

--Trust preferred affirmed at 'A'.

JPMorgan Chase Capital XIII through XVII

--Trust preferred affirmed at 'A'.

Bank One Corporation

--Long-term senior debt affirmed at 'A+';

--Subordinated debt affirmed at 'A';

--Outlook Positive.

Bank One,NA (Chicago)

--Long-term deposits affirmed at 'AA-';

--Long-term senior Debt affirmed at 'A+'.

Bank One, Delaware, National Association

--Long-term deposits affirmed at 'AA-';

--Outlook Positive.

Bank One Texas, NA

--Subordinated debt affirmed at 'A'.

Chemical Banking Corp

--Subordinated debt affirmed at 'A'.

Chemical Bank

--Subordinated debt affirmed at 'A'.

First Chicago Corp

--Subordinated debt affirmed at 'A'.

First Chicago NBD Corp

--Subordinated debt affirmed at 'A'.

JP Morgan & Co., Inc.

--Long-term senior debt affirmed at 'A+';

--Subordinated debt affirmed at 'A';

--Preferred affirmed at 'A'.

Morgan Guaranty Trust Company of New York

--Long-term senior debt affirmed at 'A+'.

NBD Bank, N.A.(MI)

--Subordinated debt affirmed at 'A'.

The following ratings have been withdrawn:

Chase Capital Trust VIII

--Formerly 'A'.

Fitch's rating definitions and the terms of use of such ratings are available on the agency's public site, www.fitchratings.com. Published ratings, criteria and methodologies are available from this site, at all times. Fitch's code of conduct, confidentiality, conflicts of interest, affiliate firewall, compliance and other relevant policies and procedures are also available from the 'Code of Conduct' section of this site.