THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

JPMorgan Chase & Co. (JPM)

3/31/2006 Proxy Information

Mr. Harrison was President and Chief Executive Officer of JPMorgan Chase & Co. from December 2000 to November 2001 and as Chairman and Chief Executive Officer from November 2001 through December 2005.

Our directors and executive officers and their respective associates, and Barclays Global Investors, NA (Barclays), beneficial owner of more than 5% of our outstanding common stock, were customers of, or had transactions with, JPMorgan Chase or our banking or other subsidiaries in the ordinary course of business during 2005. Additional transactions may be expected to take place in the future. Any outstanding loans to directors, executive officers, Barclays, and their associates, commitments and sales, purchases and placements of investment securities and other financial instruments included in such transactions, were made in the ordinary course of business, on substantially the same terms, including interest rates and collateral (where applicable), as those prevailing at the time for comparable transactions with other persons, and did not involve more than normal risk of collectibility or present other unfavorable features.

In December 2005, approximately 2,900 JPMorgan Chase employees were given an opportunity to invest on an unleveraged, after-tax basis in a limited partnership which invests in the private equity investments made by One Equity Partners (OEP). All investments made by the limited partnership will be made over a multi-year period on a fixed pro rata basis with all private equity investments made by OEP, in the same class of securities and on substantially the same terms and conditions. Accordingly, the limited partnership exercises no discretion over whether or not to participate in or dispose of any particular investment. The FirmÕs executive officers, except for the President and Chief Executive Officer, the Chief Financial Officer and the co-General Counsels, were provided this investment opportunity.

From 1997 to 2004, the Firm offered eligible employees the opportunity to co-invest in investments made by JPMorgan Partners, and executive officers were eligible to participate in such investments until 2002. Employee-investors purchased common equity interests on an after-tax basis in annually-formed limited partnerships each of which invested in the general pool of private equity investments made by JPMorgan Partners during the year the limited partnership was formed. The general partner of each of the limited partnerships is a JPMorgan Chase subsidiary. Each year the subsidiary made a preferred capital contribution alongside the employee-investor equal to three times the amount of capital invested in the limited partnership by the employee-investors and also purchased common equity interests on terms consistent with the common equity investments of the employee-investors. In consideration for the preferred capital contribution, the subsidiary receives a specified fixed rate of return. This fixed rate of return is equal to 8% (cumulative but not compounded) for the limited partnerships investing during the years 1997 through 2000 and 7% (cumulative and compounded) for the limited partnerships thereafter.

Upon distribution of any limited partnership assets (including cash proceeds received upon the disposition of an investment), the general partnerÕs preferred capital contribution and the applicable accrued fixed rate of return is paid to the general partner. Thereafter, all further limited partnership asset distributions are made to the holders of the common equity interests.

The outstanding balance as of December 31, 2005, of the aggregate preferred equity contributions made by the JPMorgan Chase subsidiary as a result of investments made by the FirmÕs executive officers were as follows: Steven D. Black: $52,217; John F. Bradley: $237,889; Ina R. Drew: $219,845; William B. Harrison, Jr.: $242,228; Samuel Todd Maclin: $76,824; William H. McDavid: $219,845; Richard J. Srednicki: $145,858; and Don M. Wilson III: $139,829. Mr. Bradley and Mr. Winters have outstanding loans entered into in 2000 from a J.P. Morgan & Co. Incorporated co-investment partnership. Mr. BradleyÕs outstanding balance at December 31, 2005, was $177,419, of which $42,537 is a recourse loan payable in June 2010 and $134,882 is a nonrecourse loan payable in June 2015. Mr. WinterÕs outstanding balance at December 31, 2005, was $446,022, of which $106,341 is a recourse loan payable in June 2010 and $339,681 is a nonrecourse loan payable in June 2015. The interest rate on these loans is LIBOR plus 150 basis points, reset quarterly.

4/4/2005 Proxy Information

Lawrence A. BossidyÕs son is employed by the Firm as a Vice President.

The CorporationÕs directors and executive officers and their respective associates, were customers of, or had transactions with, JPMorgan Chase or our banking or other subsidiaries in the ordinary course of business during 2004. Additional transactions may be expected to take place in the future. All outstanding loans to directors and executive officers and their associates, commitments and sales, purchases and placements of investment securities and other financial instruments included in such transactions, were made in the ordinary course of business, on substantially the same terms, including interest rates and collateral (where applicable), as those prevailing at the time for comparable transactions with other persons, and did not involve more than normal risk of collectibility or present other unfavorable features.

Some of JPMorgan ChaseÕs employees (approximately 2,600 in 2004) were given annually an opportunity to invest (through the purchase of common equity interests) on an after-tax basis in annually-formed limited partnerships each of which invests in the general pool of private equity investments made by JPMorgan Partners during the year the limited partnership is formed. This program has been discontinued and will not be offered in future years. The general partner of each of the limited partnerships is a JPMorgan Chase subsidiary. Each year the subsidiary made a preferred capital contribution alongside the employee-investor equal to three times the amount of capital invested in the limited partnership by the employee-investors and also purchased common equity interests on terms consistent with the common equity investments of the employee-investors. In consideration for the preferred capital contribution, the subsidiary receives a specified fixed rate of return. This fixed rate of return is equal to 8% (cumulative but not compounded) for the limited partnerships investing during the years 1997 through 2000 and 7% (cumulative and compounded) for the limited partnerships investing during the years 2001 through 2004.

All investments made by each limited partnership consist of a fixed percentage investment in all private equity investments made by JPMorgan Partners during the applicable year, and the limited partnership does not exercise any discretion over whether or not to participate in or dispose of any particular investment.

Upon distribution of any limited partnership assets (including cash proceeds received upon the disposition of an investment), the general partnerÕs preferred capital contribution and the applicable accrued fixed rate of return is paid to the general partner. Thereafter, all further limited partnership asset distributions are made to the holders of the common equity interests.

The outstanding balance as of December 31, 2004, of the aggregate preferred equity contributions made by the JPMorgan Chase subsidiary as a result of investments made by the FirmÕs executive officers were as follows: Steven D. Black: $463,425, David A. Coulter: $747,489, John J. Farrell: $583,093, William B. Harrison, Jr.: $1,173,634, Frederick W. Hill: $213,073, Samuel Todd Maclin: $505,220, William H. McDavid: $1,111,659, Richard J. Srednicki: $791,129, and Don M. Wilson III: $983,886. Commencing in 2002, the FirmÕs executive officers were no longer eligible to participate in this coinvestment program. William T. Winters has an outstanding loan entered into in 2000 from a J.P. Morgan & Co. Incorporated co-investment partnership. His outstanding balance at December 31, 2004, was $454,164, of which $101,324 is a recourse loan payable in June 2010 and $352,840 is a nonrecourse loan payable in June 2015. The interest rate on the loan is LIBOR plus 150 basis points, reset quarterly in March, June, September and December of each year.

3/28/2003 Proxy Information

In the ordinary course of business, we may use the products or services of organizations of which our directors are officers or directors. Mrs. Kaplan is Of Counsel to a law firm that has provided and is expected during 2003 to provide certain legal services to us from time to time.

Approximately 2,500 employees may invest on an after-tax basis in a pool of investments that become available to JPMorgan Chase primarily through the activities of JPMorgan Partners. Participating employees purchase an interest in a limited partnership, the general partner of which is a JPMorgan Chase subsidiary. JPMorgan Chase makes a preferred equity capital contribution to the partnership in an amount equal to three times the amounts invested by the employee participants and is entitled to receive a fixed annual return specified under the terms of the limited partnership agreement.

The partnership invests alongside JPMorgan Chase. Upon distribution of partnership assets, JPMorgan Chase is entitled to a priority in the return of its preferred equity contribution, plus the fixed annual return, before distribution of any remaining assets to the employee participants based on their capital contributions. The outstanding balance as of December 31, 2002, of the aggregate preferred equity contributions made by JPMorgan Chase for the named executive officers, from the year such person became an executive officer through 2001, were as follows: Mr. Harrison: $2,032,196; Mr. Coulter: $1,390,354; Ms. Dublon: $705,966; Mr. Layton: $2,316,886; and Mr. Shapiro: $2,032,196. The named executive officers and the other members of the FirmÕs Executive Committee were not eligible to participate in this program commencing in 2002.