Correction: Fitch Places Rtgs for JP Morgan Chase & Bank One on Rating Watch Positive Following Merger Announcement.

Business Editors

NEW YORK--(BUSINESS WIRE)--Jan. 15, 2004

(This is an amended version of a press release issued yesterday, containing revised information on Chase Manhattan Bank of Canada, which was merged into JPMorgan Chase Bank and had its ratings subsequently withdrawn by Fitch in July 2003, and revised rating information on Chemical Bank. Original text otherwise unchanged.)

Fitch Ratings-NY-January 14, 2004: Late today, JP Morgan Chase & Co. (JPMC) announced that it had reached an agreement to merge with Bank One Corporation (ONE) in an all-stock transaction. Fitch has placed the ratings of both JPMC (Senior Debt 'A+') and ONE (Senior Debt 'A+') on Rating Watch Positive, reflecting the mutual benefits of this combination. A complete list of ratings is provided at the end of this release.

In placing the ratings of both firms on Rating Watch Positive, Fitch recognizes the benefits which drive this transaction. The determination of the ratings at the completion of the transaction will depend on a number of factors including not only the key strengths and challenges described below, but also the continuation of improved financial performance and asset quality.

The primary benefit of this transaction is the enhancement of both scale and diversity. The merger is expected to result in an organization with combined assets of over $1 trillion and tangible equity of approximately $53 billion. JPMC's broad franchise, which already benefits from significant business diversity, will become more balanced through the addition of ONE's businesses, most particularly its strong presence in credit cards, consumer lending and middle market commercial banking. In addition, JPMC's consumer branch network, heretofore limited to the New York tri-state area and Texas, will benefit from the significant geographic diversity of ONE's retail footprint which spans 14 states. This transaction is clearly consistent with JPMC's previously expressed interest in building its retail and middle market franchise.

Management has indicated that the combined organization will remain strongly capitalized, with capital targets significantly above regulatory-required levels. In addition, recent financial performance of both organizations has been trending positively due, in particular, to improved asset quality and more robust capital markets. Nevertheless, following the acquisition, JPMC will face a number of challenges - both old and new. Perhaps the greatest risk faced by JPMC remains the uncertainty associated with the extensive litigation, much of which has arisen from the firm's business with Enron. This will remain a material risk. ONE brings with it certain litigation risks as well. As with any transaction of this size and complexity, the integration of the two franchises presents significant new challenges. The past experience of both companies in merger and systems integration suggests that the integration risk is in capable hands and mitigates much concern. The combined company will have a more significant exposure to the consumer. While this has been perhaps the most profitable banking sector during the past few years, should consumer asset quality deteriorate materially, the dampening effect on JPMC could be significant. Another existing challenge remains the private equity business; both firms have suffered from weakness in this business and have been taking actions to improve the business, yet it remains an underperformer.

Ratings Placed on Rating Watch Positive:

JP Morgan Chase & Co.

-- Short Term Debt 'F1';

-- Long Term Senior Debt 'A+';

-- Subordinated Debt 'A';

-- Preferred 'A';

-- Individual 'B/C'.

JPMorgan Chase Bank

-- Short-Term Debt 'F1';

-- Long Term Deposits 'AA-';

-- Long Term Senior Debt 'A+';

-- Subordinated 'A';

-- Individual 'B/C'.

Chase Manhattan Bank USA, NA

-- Short-Term Debt 'F1';

-- Long Term Deposits 'AA-';

-- Long Term Senior Debt 'A+';

-- Subordinated 'A';

-- Individual 'B/C'.

Chase Capital I through VIII

-- Preferred 'A'.

JPM Capital Trust I and II

-- Preferred 'A'.

JPMorgan Chase Capital IX and X

-- Preferred 'A'.

Bank One Corporation

-- Short Term Debt 'F1';

-- Long Term Senior Debt 'A+';

-- Subordinated Debt 'A';

-- Preferred 'A'.

Bank One, NA (Chicago)

-- Long Term Deposits 'AA-';

-- Long Term Senior Debt 'A+';

-- Subordinated 'A'.

Bank One, NA (Columbus)

-- Long Term Deposits 'AA-'

-- Long Term Senior Debt 'A+'

-- Subordinated 'A'

Bank One Delaware, NA

-- Long Term Deposits 'AA-';

-- Long Term Senior Debt 'A+';

-- Subordinated 'A'.

Bank One, West Virginia, NA

-- Long Term Deposits 'AA-';

-- Long Term Senior Debt 'A+';

-- Subordinated 'A'.

Banc One Financial Corp.

-- Short Term Debt 'F1'.

First Chicago NBD Capital I

-- Preferred 'A'.

Inactive affiliates with rated issues outstanding:

American Residential Mortgage Corp

-- Long Term Senior Debt 'A+'.

Bank One Texas, NA

-- Subordinated 'A'.

Chase Manhattan Bank

-- Long Term Deposits 'AA-';

-- Long Term Senior Debt 'A+';

-- Subordinated 'A'.

Chase Manhattan Corporation 

-- Long Term Senior Debt 'A+';

-- Subordinated 'A';

-- Preferred 'A'.

Chemical Bank

-- Subordinated Debt 'A'.

Chemical Banking Corp

-- Long Term Senior Debt 'A+';

-- Subordinated Debt 'A'.

JP Morgan & Co., Inc.

-- Long Term Senior Debt 'A+';

-- Subordinated 'A';

-- Preferred 'A'.

Manufacturers Hanover Corp.

-- Long Term Senior Debt 'A+'.

Morgan Guaranty Trust Company of New York

-- Long Term Deposits 'AA-';

-- Long Term Senior Debt 'A+';

-- Subordinated 'A'.