Fitch Affirms J.P. Morgan Chase & Co.'s Ratings.

Business Editors

NEW YORK--(BUSINESS WIRE)--Jan. 3, 2001

Fitch affirms its ratings of J.P. Morgan Chase & Co. and its subsidiaries, including all rated units of both Chase Manhattan Corporation (predecessor corporation to J.P. Morgan Chase & Co.) and J.P. Morgan & Co., which merged with and into Chase effective Dec. 31, 2000. The affirmed ratings are listed below. (Please note that the holding companies have merged but the various bank and securities subsidiaries remain separate subsidiaries until later in 2001).

J.P. Morgan Chase & Co. (JPM) has over $700 billion in total assets and $39 billion in stockholders' equity, ranking it clearly among the top financial institutions globally. As Fitch indicated in an earlier press release, the combination is strategically compelling, providing both an expanded and enriched product capability as well as sizable potential cost savings, although Fitch believes the latter is not the impetus for this merger. Through this merger, JPM is immediately transformed into a top-tier global investment banking firm with prominent positions in syndicated lending, investment grade and high-yield fixed-income securities underwriting, merger and acquisition advisory, derivatives, and a broader presence in equities. Complementing the combination are potential cross selling opportunities to Chase's large corporate client base and synergies in asset management and private banking.

Although Fitch views this combination very favorably, and believes it has potential synergistic effects beyond the mere combination of the two firms, Fitch is cognizant of the tremendous effort that must accompany any transaction of this size and complexity in order to truly and effectively execute the merger. In addition, this merger is completed at a time when the overall economic backdrop is not nearly as supportive as it has been for the past several years. Recently, capital markets have been difficult, and the credit environment has been deteriorating, particularly since mid-2000. Nevertheless, Fitch expects that JPM's capital strength, liquidity and business diversity will support the firm's high credit ratings.

Fitch has affirmed the following ratings:

Chase Manhattan Corporation

-- senior long term `AA-`;

-- subordinated `A+';

-- preferred `A+';

-- commercial paper `F1+';

-- individual `B';

-- support `5'.

The Chase Manhattan Bank 

-- senior long term `AA';

-- deposits long term `AA';

-- subordinated `AA-';

-- senior short term `F1+';

-- deposits short term `F1+';

-- individual `B';

-- support `1'.

Chase Manhattan Bank (USA)

-- senior long term `AA';

-- deposits long term `AA';

-- subordinated `AA-';

-- senior short term `F1+';

-- deposits short term `F1+';

-- individual `B';

-- support `3'.

Chase Bank of Texas

-- senior long term `AA';

-- deposits long term `AA';

-- subordinated `AA-';

-- senior short term `F1+';

-- deposits short term `F1+';

-- individual `B';

-- support `3'.

Chase Capital I to VII

-- trust preferred securities `A+'.

Chase Preferred Capital Corp.

-- REIT preferred `AA-`.

J.P. Morgan & Co. Inc.

-- senior long term `AA-`;

-- subordinated `A+';

-- preferred `A+';

-- commercial paper `F1+';

-- individual `B';

-- support `5'.

Morgan Guaranty Trust Co. of New York 

-- senior long term `AA';

-- deposit long term 'AA';

-- subordinated `AA-';

-- senior short term `F1+';

-- deposit short term 'F1+';

-- individual `B';

-- support `1'.