J. P. Morgan Chase & Co. and Bank One Corporation to Merge.

Business Editors

NEW YORK & CHICAGO--(BUSINESS WIRE)--Jan. 14, 2004

 
 
    - Strategic Business Combination Designed to Create Shareholder 
     Value Through Balanced Business Mix, Greater Scale, Enhanced 
                           Competitiveness - 
 
   - JPMorgan Chase's William B. Harrison Will Be Chairman and Chief 
 Executive Officer; Bank One's James Dimon Will Be President and Chief 
                          Operating Officer - 
 
    - Combined Company Will Be a Leading Global Financial Services 
  Enterprise, With Top-Tier Positions in Consumer Banking, Investment 
              Banking, and Other Key Business Segments - 
 
    - Corporation to Be Headquartered in New York; Retail Financial 
          Services Business to be Headquartered in Chicago - 

J. P. Morgan Chase & Co. (NYSE: JPM) and Bank One Corporation (NYSE: ONE) today announced that they have agreed to merge in a strategic business combination establishing the second largest banking franchise in the United States, based on core deposits. The combined company will have assets of $1.1 trillion, a strong capital base, 2,300 branches in seventeen states and top-tier positions in retail banking and lending, credit cards, investment banking, asset management, private banking, treasury and securities services, middle-market, and private equity. With balanced earnings contributions from retail and wholesale banking, the combined company will be well-positioned to achieve strong and stable financial performance and increase shareholder value through its balanced business mix, greater scale, and enhanced efficiencies and competitiveness.

The agreement, which has been unanimously approved by the boards of directors of both companies, provides for a stock-for-stock merger in which 1.32 shares of JPMorgan Chase common stock will be exchanged, on a tax-free basis, for each share of Bank One common stock. Based on JPMorgan Chase's closing price of $39.22 on Wednesday, January 14, 2004, the transaction would have a value of approximately $51.77 for each share of Bank One common stock, and would create an enterprise with a combined market capitalization of approximately $130 billion. The premium, based upon the average closing stock prices of JPMorgan Chase and Bank One for the previous month, would be approximately 8 percent and would be approximately 14 percent based on today's closing prices.

Under the agreement, the combined company will be headed by William B. Harrison, 60, as Chairman and Chief Executive Officer, and by James Dimon, 47, as President and Chief Operating Officer, with Mr. Dimon to succeed Mr. Harrison as CEO in 2006 and…