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| ## Comptroller of the Currency                                        |
|                                                                       |
| > Administrator of National Banks                                     |
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Washington, DC 20219

#### CRA Decision #119

October 24, 2003 **January 2004**

Mr. Michael J. DelTergo

Skadden, Arps, Slate, Meagher & Flom LLP

1440 New York Avenue, N.W.

Washington, D.C. 20005-2111

Re: Merger of Bank One Delta Trust Company, National Association \[In
Organization\], Bank One Epsilon Trust Company, National Association
\[In Organization\], and Bank One Zeta Trust Company, National
Association \[In Organization\] into J.P. Morgan Trust Company, National
Association

Control No.: 2003 NE 02 033

Dear Mr. DelTergo:

This is to inform you that on October 24, 2003, the Office of the
Comptroller of the Currency ("OCC") approved your proposal, filed on
behalf of J.P. Morgan Trust Company, N.A., Los Angels, California
("JPMTC"), to merge Bank One Delta Trust Company, National Association
\[In Organization\] ("Delta"), Columbus, Ohio, Bank One Epsilon Trust
Company, National Association \[In Organization\] ("Epsilon"), Columbus,
Ohio, and Bank One Zeta Trust Company, National Association \[In
Organization\] ("Zeta"), Chicago, Illinois, into JPMTC, under the
charter and title of the latter.

This approval is granted based on a thorough review of all information
available, including commitments and representations made in the
application and the merger agreement and those of your representatives.

The merger of Delta, Epsilon, and Zeta into JPMTC is legally authorized
as an interstate merger transaction under the Riegle-Neal Act, 12 USC
215a-1 and 1831u(a). The OCC reviewed the proposed merger under the
criteria of the Bank Merger Act (12 U.S.C. 1828(c)), the Community
Reinvestment Act (12 U.S.C. 2901, [et]{.underline}. [seq]{.underline}.),
and applicable OCC regulations and policies. Among other matters, we
found that the proposed transaction would not have any anticompetitive
effects. The OCC considered the financial and managerial resources of
the banks, their future prospects, and the convenience and needs of the
communities to be served. In addition, the Bank Merger Act requires the
OCC to consider, "\... the effectiveness of any insured depository
institution involved in the proposed merger transaction in combating
money laundering activities, including in overseas branches." (12 U.S.C.
§ 1828(c)(11).) We considered this factor and believe the approval of
this transaction is consistent with that statutory provision.

With respect to the Community Reinvestment Act ("CRA"), the OCC takes
into account the applicants' record of helping to meet the credit needs
of their entire communities, including low- and moderate-income
neighborhoods, when evaluating certain applications, including
transactions subject to the Bank Merger Act.[^1] The OCC's review
revealed no evidence that the applicants' records of helping to meet the
credit needs of their communities, including low- and moderate-income
neighborhoods, are less than satisfactory.

JPMTC received an "Outstanding" CRA rating from the OCC at its most
recent Performance Evaluation ("PE") dated November 4, 2002.[^2] JPMTC
is a wholesale bank and is evaluated solely based on its community
development investments and services. JPMTC does not make any consumer
loans.

Upon their formation, and prior to their merger with JMPTC, Delta,
Epsilon, and Zeta will acquire certain corporate trust services lines of
business from Bank One, N.A., Columbus, Ohio ("Bank One Ohio"), Bank
One, N.A., Illinois, Chicago, Illinois ("Bank One Illinois"), and Bank
One Trust Company, N.A., Columbus, Ohio. The interim banks are being
formed solely to facilitate the transfer of the trust business and will
not conduct any consumer lending. The CRA does not apply to Bank One
Trust Company, N.A., Columbus, Ohio since that bank's activities are
only trust related. The OCC assigned Bank One Ohio and Bank One Illinois
"Satisfactory" CRA ratings as of March 31. 2000. The transaction is not
expected to have any adverse impact on the CRA efforts or programs at
JPMTC, Bank One Ohio or Bank One Illinois.

The OCC received comments from one community organization.[^3] While the
OCC has carefully considered all of the comments, the concerns raised
primarily dealt with entities that are not parties to this transaction
or are not regulated by the OCC.[^4] However, the OCC did investigate
the commenter's concerns with respect to the national bank subsidiaries
of J.P. Morgan Chase & Company ("JPMC") and Bank One Corporation ("Bank
One"). Detailed below is a summary of those concerns raised by the
commenter and the OCC's related findings, where appropriate.[^5]

The commenter expressed concern with Bank One Ohio's record of lending
to minorities in the New Orleans Metropolitan Statistical Area ("MSA").
The commenter cited denial disparity ratios for conventional home
purchase mortgages in that MSA using 2002 Home Mortgage Disclosure Act
("HMDA") data. Bank One responded that the denial disparities for 2002
HMDA data were not representative of Bank One Ohio's lending record due
to the relatively small number of applications received from
minorities.[^6] Bank One also provided HMDA data for 2001 and the first
six months of 2003 for the New Orleans MSA, which indicated that the
volume of applications during those time periods from minorities was
considerably higher and that the denial rates were much lower. Further,
Bank One cited 2002 HMDA data for its largest markets -- Chicago,
Columbus, and Dallas -- indicating that its denial disparity ratios for
African Americans and Hispanics were lower than the industry average.

The OCC's last PE of Bank One Ohio noted no fair lending concerns.
Additionally, Bank One's response to the commenter details its \$12.5
billion partnership with Fannie Mae to increase the availability of
affordable mortgages.

The commenter also raised concerns with respect to JPMC's subprime
lending operations.[^7] OCC examiners have previously reviewed subprime
and non-prime lending practices of Chase Manhattan Bank USA, N.A., and
found that adequate controls were in place to address the risk of
predatory lending. In addition, the OCC will continue to monitor the
subprime lending activities of any JPMC national bank to ensure
consistency with the OCC's issuances.[^8]

In sum, we conclude that the CRA performance records of the relevant
institutions are consistent with approval of this application.

Please refer to the Business Combination booklet for the required steps
to complete the organization of the interim national banks. The steps to
complete the merger are also contained in the Business Combination
booklet.

As a reminder, the district office must be advised in writing in advance
of the desired effective date for the merger so that the OCC may issue
the necessary certification letter. The mergers may be consummated on or
after the fifteenth day after the date of this letter and your receipt
of any other required regulatory approvals.

If the merger is not consummated within one year from the approval date,
the approval shall automatically terminate, unless the OCC grants an
extension of the time period.

The OCC will issue a letter certifying consummation of the transaction
when we receive:

1\) A Secretary's Certificate for each institution, certifying that a
majority of the board of directors approved the merger.

2\) An executed merger agreement with Articles of Association for the
resulting bank attached.

3\) A Secretary's Certificate from each institution, certifying that the
shareholder approvals have been obtained.

This approval, and the activities and communications by OCC employees in
connection with the filing, do not constitute a contract, express or
implied, or any other obligation binding upon the OCC, the U.S., any
agency or entity of the U.S., or any officer or employee of the U.S.,
and do not affect the ability of the OCC to exercise its supervisory,
regulatory and examination authorities under applicable law and
regulations. The foregoing may not be waived or modified by any employee
or agency of the OCC or the U.S.

If you have any questions, please contact Kerry Rice, Licensing Analyst,
at 212-790-4055.

Sincerely,

/s/ Richard Erb

Richard Erb

Licensing Manager

[^1]: [See]{.underline} 12 U.S.C. § 2903; 12 C.F.R. § 25.29(a). The
    special community reinvestment requirements of the Riegle-Neal Act,
    12 U.S.C. § 1831(u)(b)(3), are not applicable, because JPMTC will
    not have offices in Ohio or Illinois. Accordingly, the federal
    statutes authorizing this transaction do not provide for
    consideration of the CRA records of affiliates of the applicants,
    nor does the CRA itself provide for such consideration.

[^2]: While not a party to this transaction, Chase Manhattan Bank USA,
    N.A. received an "Outstanding" CRA rating from the OCC as of March
    3, 2003.

[^3]: The same commenter submitted similar comments to the Federal
    Reserve Bank of New York in connection with the related financial
    holding company application and to the Office of Thrift Supervision
    in connection with the establishment of a federal savings bank.

[^4]: The OCC has no regulatory or supervisory authority over J.P.
    Morgan Chase & Company (JPMTC's parent holding company), Chase
    Manhattan Mortgage Corporation ("CMMC"), Chase Manhattan Automotive
    Finance Corporation ("CMAFC"), or Systems & Services Technologies,
    Inc. ("SST"). CMMC ceased to be a subsidiary of Chase Manhattan Bank
    USA, N.A. on March 1, 2002. CMMC, CMAFC, and SST are subsidiaries of
    JPMorgan Chase Bank, New York, New York ("JPMorgan Chase Bank"), a
    state-chartered bank.

[^5]: The commenter also requested that the OCC extend the public
    comment period. The OCC determined not to grant an extension of the
    comment period, because the commenters did not demonstrate that
    additional time was necessary to develop factual information, and no
    extenuating circumstances were present. [See]{.underline} 12 C.F.R.
    5.10(b)(2)(ii), (iii). The commenter argued that a modified
    application and a new comment period were necessary due to JPMC's
    notice to the OCC and the Federal Reserve Board that JPMorgan Chase
    Bank may ultimately assume a greater percentage of the Bank One
    Corporate Trust business than initially contemplated. This possible
    change has no bearing on the CRA issues relevant to this
    application. Therefore, we declined to extend the comment period on
    this basis. While the OCC did not extend the public comment period,
    the OCC considered comments received after the close of the public
    comment period.

[^6]: It is important to note that HMDA data alone are not adequate to
    provide a basis for concluding that a bank is engaged in lending
    discrimination or in indicating whether its level of lending is
    sufficient. HMDA data do not take into consideration borrower
    creditworthiness, housing prices, and other factors relevant in each
    of the individual markets, nor do they fully reflect the range of a
    bank's lending activities or efforts. Nevertheless, denial disparity
    ratios are of concern to the OCC and are evaluated in fair lending
    examinations.

[^7]: Citing 2002 HMDA data, the commenter also criticized CMMC's record
    of lending to minorities in several MSAs. As previously noted,
    however, CMMC is no longer a national bank subsidiary and,
    therefore, is no longer under the OCC's supervisory jurisdiction.

[^8]: [See]{.underline} *OCC Bulletin 1999-10,* Subprime Lending
    Activities (March 5, 1999); *OCC Bulletin 1999-15*, Subprime
    Lending, Risks and Rewards; *OCC Bulletin 2001-6*, Expanded Guidance
    for Subprime Lending Programs (Nov. 1, 2001); *OCC Advisory Letter
    2002-3,* Guidance on Unfair and Deceptive Acts or Practices (March
    22, 2002); and *OCC Advisory Letter 2003-2,* Guidelines for National
    Banks to Guard Against Predatory and Abusive Lending Practices (Feb.
    21, 2003).