SCHEDULE 14A
                                 (Rule 14a-101)
                     INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION

           Proxy Statement Pursuant to Section 14(a) of the Securities
                     Exchange Act of 1934 (AMENDMENT NO. )

Filed by the Registrant  [X]

Filed by party other than the Registrant  [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement      [ ] Confidential, For Use of the Commission
                               Only (as permitted by Rule 14a-6 (e)(2))

[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12

                          J.P. Morgan & Co. Incorporated
    -----------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)

    -----------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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        pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
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    previously. Identify the previous filing by registration statement number,
    or the form or schedule and the date of its filing.

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<PAGE>

                              Notice of Annual Meeting
                              of Stockholders

                              Wednesday, April 12, 2000
                              11:00 A.M.
                              ==================================================

                              J.P. Morgan & Co. Incorporated
                              Morgan Hall West
                              46th Floor, 60 Wall Street
                              New York, New York

                              March 8, 2000

                              To our stockholders:

                              We are pleased to invite you to attend our 2000
                              annual meeting of stockholders to:

                            o Elect 15 directors,

                            o Approve the appointment of PricewaterhouseCoopers
                              LLP as independent accountants for 2000,

                            o Act on one stockholder proposal to be presented,
                              and

                            o Conduct other business properly brought before the
                              meeting.

                              Stockholders of record at the close of business on
                              February 25, 2000, may vote at the meeting.

                              Your vote is important. Whether or not you plan to
                              attend the meeting, please sign, date, and return
                              the enclosed proxy card in the envelope provided.
                              If you are a registered stockholder, you may also
                              vote by telephone or electronically through the
                              Internet. Instructions are included on your proxy
                              card. You may change your vote by sending in a
                              signed proxy card with a later date, a later
                              telephone or Internet vote, or by attending the
                              meeting and voting in person.

                              Rachel F. Robbins
                              Secretary

                              JP Morgan


<PAGE>

                              Proxy statement table of contents
                              ==================================================


                              Information about the annual meeting and voting  1

                              Item 1: Election of directors .................  2

                                      Biographies of our Board nominees .....  3
                                      Committees of the Board of Morgan .....  8
                                      Committees of the Board of the Bank ...  9
                                      Director compensation .................  9
                                      Our executive officers ................ 10
                                      Stock ownership of management ......... 11
                                      Stock ownership of certain beneficial
                                        owners .............................. 12
                                      Compensation committee report on
                                        executive compensation .............. 12
                                      Summary compensation table ............ 16
                                      Stock options ......................... 17
                                      Stock performance graphs .............. 18
                                      Retirement benefits ................... 19
                                      Transactions with directors and
                                        officers ............................ 20

                              Item 2: Approval of PricewaterhouseCoopers LLP
                                      as independent accountants ............ 21

                              Item 3: Stockholder proposal relating to
                                      director share ownership .............. 21

                              Item 4: Other matters ......................... 22

                                      Section 16(a) beneficial ownership
                                        reporting compliance ................ 22
                                      Proxy solicitation .................... 22
                                      Stockholder proposals ................. 22


<PAGE>

                              Information about the annual meeting and voting
                              ==================================================

                              The Board of Directors of J.P. Morgan & Co.
                              Incorporated (which we refer to in this proxy
                              statement as "Morgan") is soliciting your proxy to
                              vote at our 2000 annual meeting of stockholders
                              (or at any adjournment of the meeting). This proxy
                              statement summarizes the information you need to
                              know to vote at the meeting.

                              We began mailing this proxy statement and the
                              enclosed proxy card on or about March 8, 2000, to
                              all stockholders entitled to vote. Stockholders
                              who owned Morgan common stock, our only class of
                              voting stock, at the close of business on the
                              record date, February 25, 2000, are entitled to
                              vote. As of this record date, there were
                              164,265,059 shares of Morgan common stock
                              outstanding. We are also sending the Morgan 1999
                              Annual Report, which includes our financial
                              statements, along with this proxy statement.

Date, time, and  place        Date:   Wednesday, April 12, 2000
of meeting                    Time:   11:00 a.m.
                              Place:  Morgan Hall West, 46th Floor
                                      60 Wall Street, New York, New York

Voting your proxy             Each share of Morgan common stock that you own
                              entitles you to one vote. The proxy card indicates
                              the number of shares that you own.

                              Whether or not you plan to attend the annual
                              meeting, we urge you to complete, sign, and date
                              the enclosed proxy card and return it promptly in
                              the envelope provided. Returning the proxy card
                              will not affect your right to attend the meeting
                              and vote. If you are a registered stockholder, you
                              may also vote by telephone or electronically
                              through the Internet. Instructions are included on
                              your proxy card. If your shares are held in
                              "street name," you should contact your broker,
                              bank, or other nominee to determine whether you
                              will be able to vote by telephone or
                              electronically.

                              If you properly fill in your proxy card and send
                              it to us in time to vote, your "proxy" (one of the
                              individuals named on your proxy card) will vote
                              your shares as you have directed. If you sign the
                              proxy card but do not make specific choices, your
                              proxy will vote your shares as recommended by the
                              Board as follows:

                            o "FOR" the election of all 15 nominees for director
                              (as described on page 2),

                            o "FOR" the approval of PricewaterhouseCoopers LLP
                              as independent accountants for 2000 (as described
                              on page 21), and

                            o "AGAINST" the stockholder proposal to be presented
                              (as described on page 21).

                              If any other matter is presented at the meeting,
                              your proxy will vote in accordance with his or her
                              best judgment. At the time this proxy statement
                              went to press, we knew of no matters needing to be
                              acted on at the meeting except for those discussed
                              in this proxy statement.

Revoking your proxy         o You may send in another signed proxy card with a
                              later date proxy or a later telephone or Internet
                              vote,

                            o You may notify our Secretary in writing before the
                              meeting that you have revoked your proxy, or

                            o You may vote in person at the meeting.

                                                                               1

<PAGE>

Voting in person              If you plan to attend the meeting and vote in
                              person, we will give you a ballot when you arrive.
                              However, if your shares are held in the name of
                              your broker, bank, or other nominee, you must
                              bring an account statement or letter from the
                              nominee indicating that you are the beneficial
                              owner of the shares on February 25, 2000, the
                              record date for voting.

Appointing your own           If you want to give your proxy to someone other
proxy                         than the individuals named as proxies on the proxy
                              card, you may do so by crossing out the names of
                              those individuals and inserting the name of the
                              individual you are authorizing to vote. Either you
                              or that authorized individual must present the
                              proxy card at the meeting.

Quorum requirement            A quorum is necessary to hold a valid meeting. A
                              majority of the shares entitled to vote in person
                              or by proxy at the meeting constitutes a quorum.
                              Abstentions and broker "non-votes" are counted as
                              present for establishing a quorum. A broker
                              non-vote occurs on an item when a broker is not
                              permitted to vote on that item absent instruction
                              from the beneficial owner of the shares and no
                              instruction is given.

Vote necessary to             Item 1: Election of directors
approve proposals           * Directors are elected by a plurality vote of
                              shares present at the meeting, meaning that the
                              director nominee with the most affirmative votes
                              for a particular slot is elected for that slot.
                              Only the number of votes "for" and "against"
                              affect the outcome. Abstentions have no effect on
                              the vote.

                              Item 2: Approval of independent accountants
                            * Approval requires the affirmative vote of a
                              majority of the shares present at the meeting in
                              person or by proxy. Abstentions are counted and
                              have the effect of a vote "against."

                              Item 3: Stockholder proposal
                            * Same as for Item 2.

                              --------------------------------------------------
                            * Under New York Stock Exchange rules, if your
                              broker holds your shares in its name, the broker
                              is permitted to vote your shares on Items 1 and 2
                              even if it does not receive voting instructions
                              from you. Your broker may not vote your shares on
                              Item 3 absent instructions from you. Without your
                              voting instructions, a broker non-vote will occur
                              on Item 3 but will have no effect on the vote.

Confidentiality of voting     Proxies, ballots, and voting tabulations
                              identifying stockholders are kept confidential and
                              will not be available to anyone except as actually
                              necessary to meet legal requirements.

                              Item 1: Election of directors
                              --------------------------------------------------

                              Our Board of Directors has nominated 15 directors
                              for election at the annual meeting. Each nominee
                              is currently serving as one of our directors. If
                              you reelect them, they will hold office until the
                              next annual meeting or until their successors have
                              been elected.

                              Your proxy will vote for each of the nominees
                              unless you specifically withhold authority to vote
                              for a particular nominee.

2

<PAGE>

                              If any nominee is unable to serve, your proxy may
                              vote for another nominee proposed by the Board or
                              the Board may reduce the number of directors to be
                              elected.

                              All nominees are currently also directors of
                              Morgan Guaranty Trust Company of New York (which
                              we refer to in this proxy statement as the
                              "Bank").

                              Roberto G. Mendoza, who has served as Vice
                              Chairman and director of Morgan and the Bank since
                              1990, has announced his intention to retire as
                              Vice Chairman in April 2000. He will not stand for
                              reelection at the annual meeting.

                              Richard D. Simmons, who has served as a director
                              since 1990, will not stand for reelection at the
                              annual meeting.

                              Kurt F. Viermetz, who has served as a director
                              since 1990, will not stand for reelection at the
                              annual meeting.

                              During 1999 there were eight meetings of the Board
                              of Directors of Morgan. Each director attended at
                              least 75 percent of the meetings of the Board and
                              committees of which he or she was a member.


                              Biographies of our Board nominees
                              --------------------------------------------------

                              Douglas A. Warner III
                              Director since 1990, Age 53
[PHOTO OMITTED]
                              Chairman of the Boards of Morgan and the Bank
                              (since January 1995) and President of Morgan and
                              the Bank (since January 1990). Chairman of the
                              Executive Committees of Morgan and the Bank.
                              Director of Anheuser-Busch Companies, Inc.,
                              General Electric Company, and The New York
                              Clearing House Association. Member of the Board of
                              Counselors of Bechtel Group, Inc. Chairman of the
                              Board of Managers and the Board of Overseers of
                              Memorial Sloan-Kettering Cancer Center. Trustee of
                              Pierpont Morgan Library. Member of The Business
                              Roundtable and The Business Council.

                              --------------------------------------------------
                              Paul A. Allaire
                              Director since 1997, Age 61
[PHOTO OMITTED]
                              Chairman of the Board (since May 1991) and
                              Director of Xerox Corporation (office equipment).
                              Mr. Allaire was Chief Executive Officer of Xerox
                              Corporation from August 1990 to April 1999. Member
                              of the Audit Committee and the Committee on
                              Fiduciary Matters of Morgan and the Examining
                              Committee of the Bank. Director of Sara Lee
                              Corporation, SmithKline Beecham p.l.c., Lucent
                              Technologies, and priceline.com Incorporated.
                              Member of the Boards of Council on
                              Competitiveness, Council on Foreign Relations, New
                              York City Ballet, Ford Foundation, and Catalyst.
                              Member of The Business Council and National
                              Academy of Engineering. Trustee of Worcester
                              Polytechnic Institute and Carnegie-Mellon
                              University.

                                                                               3

<PAGE>

                              --------------------------------------------------
                              Riley P. Bechtel
                              Director since 1995, Age 47
[PHOTO OMITTED]
                              Chairman (since January 1996), Chief Executive
                              Officer (since June 1990), and Director of Bechtel
                              Group, Inc. (engineering and construction). Member
                              of the Committee on Management Development and
                              Executive Compensation and the Committee on
                              Fiduciary Matters of Morgan. Director of Fremont
                              Group, L.L.C., Fremont Investors, Inc., and
                              Sequoia Ventures Inc. Member of American Society
                              of Corporate Executives, The Business Council, The
                              Business Roundtable, The Trilateral Commission,
                              The National Petroleum Council, The Conservation
                              Fund Corporate Council, and Indian School of
                              Business Governing Board. Member of Dean's
                              Advisory Council of Stanford University School of
                              Law. Director of Jason Foundation for Education.


                              --------------------------------------------------
                              Lawrence A. Bossidy
                              Director since 1998, Age 65
[PHOTO OMITTED]
                              Chairman of the Board (since December 1999) and
                              Director of Honeywell International Inc.
                              (diversified manufacturing). Mr. Bossidy was
                              Chairman of the Board (from January 1992 to
                              November 1999) and Chief Executive Officer and
                              Director (from July 1991 to November 1999) of
                              AlliedSignal Inc. Member of the Committee on Risk
                              Policies of Morgan and the Committee on Employment
                              Policies and Benefits of the Bank. Director of
                              Merck & Co., Inc., Champion International
                              Corporation, and Industry to Industry, Inc. Member
                              of The Business Council.

                              --------------------------------------------------
                              Martin Feldstein
                              Director since 1993, Age 60
[PHOTO OMITTED]
                              President and Chief Executive Officer of National
                              Bureau of Economic Research, Inc. (private,
                              non-profit research organization) and Professor of
                              Economics at Harvard University (since 1969).
                              Chairman of the Committee on Risk Policies of
                              Morgan and member of the Committee on Employment
                              Policies and Benefits of the Bank. Director of TRW
                              Inc., American International Group, Inc., and
                              Columbia-HCA, Inc. Member of Council on Foreign
                              Relations, The Trilateral Commission, American
                              Academy of Arts and Sciences, American
                              Philosophical Society, and Corporation of
                              Massachusetts General Hospital.

                              --------------------------------------------------
                              Ellen V. Futter
                              Director since 1997, Age 50
[PHOTO OMITTED]
                              President and Trustee of American Museum of
                              Natural History (since November 1993). Ms. Futter
                              served as President of Barnard College from May
                              1981 through September 1993. Member of the
                              Committee on Risk Policies of Morgan and the
                              Committee on Employment Policies and Benefits of
                              the Bank. Director of American International
                              Group, Inc., Bristol-Myers Squibb Company, and
                              Consolidated Edison, Inc. Member of Council on
                              Foreign Relations, American Academy of Arts and
                              Sciences, and Advisory Board of the Yale School of
                              Management. Director of New York City Partnership.

4

<PAGE>

                              --------------------------------------------------
                              Hanna H. Gray
                              Director since 1976, Age 69
[PHOTO OMITTED]
                              President Emeritus and Harry Pratt Judson
                              Distinguished Service Professor of History of The
                              University of Chicago (since July 1993). Dr. Gray
                              was President of The University of Chicago from
                              July 1978 to July 1993. Chairman of the Committee
                              on Fiduciary Matters and member of the Committee
                              on Director Nominations and Board Affairs of
                              Morgan. Director of Cummins Engine Co., Inc.
                              Trustee of Andrew W. Mellon Foundation, Harvard
                              University, and Howard Hughes Medical Institute.
                              Member of Council on Foreign Relations, American
                              Academy of Arts and Sciences, and American
                              Philosophical Society. Regent of The Smithsonian
                              Institution.

                              --------------------------------------------------
                              Walter A. Gubert
                              Director since 1998, Age 52
[PHOTO OMITTED]
                              Vice Chairman of the Boards of Morgan and the Bank
                              (since March 1998) and member of the Executive
                              Committees of Morgan and the Bank. Mr. Gubert was
                              Managing Director of the Bank from September 1989
                              to February 1998, Chairman of the Bank's European
                              Management Committee from June 1993 to December
                              1997, and Senior Regional Executive for Europe
                              from March 1995 to December 1997.

                              --------------------------------------------------
                              James R. Houghton
                              Director since 1982, Age 63
[PHOTO OMITTED]
                              Chairman Emeritus of the Board of Corning
                              Incorporated. Mr. Houghton was Chairman of the
                              Board and Chief Executive Officer of Corning
                              Incorporated from April 1983 to April 1996.
                              Chairman of the Committee on Management
                              Development and Executive Compensation of Morgan.
                              Member of the Executive Committees of Morgan and
                              the Bank. Director of Corning Incorporated, Exxon
                              Mobil Corporation (formerly Exxon Corporation),
                              and Metropolitan Life Insurance Company. Trustee
                              of Metropolitan Museum of Art, Corning Museum of
                              Glass, and Pierpont Morgan Library. Member of The
                              Business Council and Harvard Corporation.


                              --------------------------------------------------
                              James L. Ketelsen
                              Director since 1977, Age 69
[PHOTO OMITTED]
                              Retired Chairman of the Board and Chief Executive
                              Officer of Tenneco Inc. (diversified industrial).
                              Mr. Ketelsen was Chairman of the Board of Tenneco
                              Inc. from July 1978 to May 1992 and Chief
                              Executive Officer from July 1978 to January 1992.
                              Chairman of the Audit Committee and member of the
                              Committee on Fiduciary Matters of Morgan and
                              Chairman of the Examining Committee of the Bank.
                              Director of GTE Corporation and Sara Lee
                              Corporation. Trustee of Northwestern University.

                                                                               5

<PAGE>

                              --------------------------------------------------
                              John A. Krol
                              Director since 1997, Age 63
[PHOTO OMITTED]
                              Retired Chairman of the Board of E.I. du Pont de
                              Nemours and Company (global chemical and energy).
                              Mr. Krol was Chairman of the Board from October
                              1997 to January 1999 and Chief Executive Officer
                              of DuPont from December 1995 to February 1998,
                              President from October 1995 to October 1997, and
                              Vice Chairman from March 1992 to October 1995.
                              Member of the Audit Committee and Committee on
                              Director Nominations and Board Affairs of Morgan
                              and the Examining Committee of the Bank. Director
                              of Mead Corporation, Armstrong World Industries,
                              Inc., and Milliken Corporation. Member of Board of
                              Trustees of Tufts University, University of
                              Delaware, and Graduate Engineering for Minorities
                              Consortium. Member of Advisory Board of Bechtel
                              Corporation and Teijin Limited. Member of The
                              Business Council. Trustee of Hagley Museum.

                              --------------------------------------------------
                              Michael E. Patterson
                              Director since 1995, Age 57
[PHOTO OMITTED]
                              Vice Chairman of the Boards of Morgan and the Bank
                              (since December 1995) and member of the Executive
                              Committees of Morgan and the Bank. Mr. Patterson
                              was Chief Administrative Officer of Morgan and the
                              Bank from November 1994 to December 1995 and
                              Executive Vice President and General Counsel of
                              Morgan and the Bank from March 1987 to November
                              1994. Director of Euroclear Clearance System S.C.,
                              Euroclear Clearance System Public Limited Company,
                              The Clearing House Interbank Payments Company
                              L.L.C., Foreign Policy Association, and Trust for
                              Public Land. Trustee of Columbia University.


                              --------------------------------------------------
                              Lee R. Raymond
                              Director since 1987, Age 61
[PHOTO OMITTED]
                              Chairman of the Board and Chief Executive Officer
                              (since December 1999) and Director of Exxon Mobil
                              Corporation. Mr. Raymond was Chairman of the
                              Board, Chief Executive Officer, and Director of
                              Exxon Corporation from April 1993 to November 1999
                              and President from January 1987 to April 1993.
                              Chairman of the Committee on Director Nominations
                              and Board Affairs and member of the Committee on
                              Management Development and Executive Compensation
                              of Morgan. Director of American Petroleum
                              Institute and United Negro College Fund. Trustee
                              of Southern Methodist University and Wisconsin
                              Alumni Research Foundation. Member of National
                              Academy of Engineering, The Business Council, The
                              Business Roundtable, Council on Foreign Relations,
                              Emergency Committee for American Trade, National
                              Petroleum Council, The Trilateral Commission, and
                              The University of Wisconsin Foundation.

6

<PAGE>

                              --------------------------------------------------
                              Lloyd D. Ward
                              Director since 1999, Age 51
[PHOTO OMITTED]
                              Chairman of the Board and Chief Executive Officer
                              (since August 1999) and Director of Maytag
                              Corporation (home and commercial appliances). Mr.
                              Ward was President and Chief Operating Officer of
                              Maytag Corporation from February 1998 to August
                              1999, Executive Vice President and President of
                              Maytag Appliances (Maytag's major home appliances
                              division) from April 1996 to February 1998. Prior
                              to joining Maytag Corporation, Mr. Ward worked for
                              eight years at PepsiCo, Inc., where he held a
                              variety of executive positions. Member of the
                              Audit Committee of Morgan and the Examining
                              Committee of the Bank. Member of Executive
                              Leadership Council in Washington, D.C.

                              --------------------------------------------------
                              Douglas C. Yearley
                              Director since 1993, Age 64
[PHOTO OMITTED]
                              Chairman of the Board (since May 1989) and
                              Director of Phelps Dodge Corporation. Mr. Yearley
                              was Chief Executive Officer of Phelps Dodge
                              Corporation from May 1989 to December 1999. Member
                              of the Committee on Management Development and
                              Executive Compensation and the Committee on
                              Director Nominations and Board Affairs of Morgan.
                              Director of USX Corporation, Lockheed Martin
                              Corporation, and Southern Peru Copper Corporation.
                              Director of National Mining Association,
                              International Copper Association, and Center for
                              Compatible Economic Development. Member of Copper
                              Development Association and The Business Council.
                              Director of Phoenix Symphony.

                                                                               7

<PAGE>

                              Committees of the Board of Morgan
                              ==================================================

Audit Committee               James L. Ketelsen (Chairman), Paul A. Allaire,
                              John A. Krol, Lloyd D. Ward

                              This committee, which met six times during 1999,
                              is responsible for overseeing the financial
                              reporting process and the effectiveness of
                              internal controls of Morgan and its consolidated
                              subsidiaries, including the Bank, and for
                              recommending to the Board of Morgan the
                              designation each year of independent accountants.

Committee on                  James R. Houghton (Chairman), Riley P. Bechtel,
Management                    Lee R. Raymond, Douglas C. Yearley
Development and
Executive                     This committee, which met six times during 1999,
Compensation                  is responsible for advising the Board, in
                              consultation with senior management, on the
                              development of key executives and recommending or
                              approving their compensation, including the
                              following: (1) evaluating, on a periodic basis,
                              the performance of senior officers and succession
                              planning for key executives, including the
                              Chairman, and making recommendations to the Board;
                              (2) supervising the administration of our
                              incentive and stock plans; (3) reviewing and
                              approving all awards and options granted under our
                              incentive and stock plans and making
                              recommendations to the Board with respect to
                              awards and options for certain members of senior
                              management; and (4) reviewing officer compensation
                              policies.

Committee on                  Martin Feldstein (Chairman), Lawrence A. Bossidy,
Risk Policies                 Ellen V. Futter

                              This committee, which met twice during 1999, is
                              responsible for overseeing: (1) the effectiveness
                              of Morgan's overall credit and market risk
                              management policies and practices, including
                              related capital and liquidity management; (2)
                              changes in policies and practices relating to the
                              management of credit and market risk; and (3)
                              reports on the nature and level of credit and
                              market risk exposures and related market
                              developments.

Committee on                  Lee R. Raymond (Chairman), Hanna H. Gray, John A.
Director Nomunations          Krol, Douglas C. Yearley
and Board Affairs
                              This committee, which met three times during 1999,
                              is responsible for making recommendations to the
                              Board with respect to the qualifications and
                              nominations of directors, directors' functions,
                              committees, compensation and retirement, and other
                              matters affecting directors. In determining its
                              recommendations, this committee will consider
                              nominees recommended by stockholders. Stockholder
                              recommendations should be made in writing,
                              addressed to this committee, attention of the
                              Secretary of J.P. Morgan & Co. Incorporated, 60
                              Wall Street, New York, New York 10260-0060.

Committee on                  Hanna H. Gray (Chairman), Paul A. Allaire, Riley
Fiducidary Matters            P. Bechtel, James L. Ketelsen, Richard D. Simmons

                              This committee, which met twice during 1999, is
                              responsible for reviewing the general conduct of
                              the business of the departments and affiliates of
                              Morgan and the Bank engaged in investing and
                              administering assets held for others in trust and
                              investment management accounts.

8

<PAGE>

                              Committees of the Board of the Bank
                              ==================================================

Examining Committee           James L. Ketelsen (Chairman), Paul A. Allaire,
                              John A. Krol, Lloyd D. Ward

                              This committee, which met six times during 1999,
                              is responsible for examinations of the Bank in
                              accordance with New York State banking law.

Committee on                  Richard D. Simmons (Chairman), Lawrence A.
Employment Policies           Bossidy, Martin Feldstein, Ellen V. Futter
and Benefits
                              This committee, which met twice during 1999, is
                              responsible for reviewing the Bank's Retirement,
                              Deferred Profit Sharing, and Long-Term Disability
                              Plans, employee benefit plans, employee relations
                              and affirmative action programs, and diversity
                              initiatives.

                              Director compensation
                              ==================================================

                              We provide the following compensation to our
                              directors for their services as directors.

Annual fees                 o Each non-employee director receives an annual
                              retainer of $30,000 and an attendance fee of
                              $1,200 for each meeting of the Board of Morgan and
                              the Bank attended.

                            o We also pay our non-employee directors for serving
                              on committees of the Boards: an annual retainer of
                              $20,000 for the Chairman and $12,500 for the
                              members of the Audit Committee, the Committee on
                              Risk Policies, and the Committee on Management
                              Development and Executive Compensation, and
                              $10,000 for the Chairman and $7,500 for the
                              members of the other committees. The members of
                              the Audit Committee also serve on the Bank's
                              Examining Committee but receive no additional
                              retainer for this service.

                            o We also reimburse directors for travel expenses to
                              meetings of the Boards and committees.

Director Stock Plan           Under a Director Stock Plan (1992), as amended,
                              non-employee directors receive an annual award of
                              share credits for 500 shares of Morgan common
                              stock for their service during the preceding year.
                              This award is pro rated where a director did not
                              serve for all of the preceding year. After
                              termination of service as a director, all awards
                              are paid in shares of stock to the director, or,
                              in the case of death, to their designated
                              beneficiary or estate. This award is credited
                              annually with dividend equivalents.

Deferred Compensation         Under our Deferred Compensation Plan for
Plan for Directors' Fees      Directors' Fees, non-employee directors may defer
                              their compensation for services as Board or
                              committee members. The plan permits directors to
                              make separate deferral elections as to their
                              annual retainer and their meeting fees.
                              Participating directors may elect under the plan
                              to direct Morgan or the Bank to credit deferred
                              amounts to a cash account, a stock account, or a
                              combination of both. The plan provides that
                              amounts deferred to the cash account are credited
                              annually with interest earned. Amounts deferred to
                              the stock account are credited annually with
                              dividend equivalents. Participating directors are
                              entitled to receive a cash distribution of the
                              balance in their accounts in full or in up to
                              fifteen annual installments after termination of
                              service as a director.

The Bank's Directors          Retired non-employee directors are eligible to
Advisory Council              serve as members of the Bank's Directors Advisory
                              Council. Members of the council receive an annual
                              retainer of $30,000.

                                                                               9

<PAGE>

                              Our executive officers
                              ==================================================

                              The following individuals are the current
                              executive officers of Morgan. The Chairman of the
                              Board, President, Chairman of the Executive
                              Committee, and Vice Chairmen of the Board of
                              Morgan are elected annually by the Board of
                              Directors to serve until the next annual election
                              of officers and until their respective successors
                              have been elected and have qualified. All other
                              executive officers are elected annually and hold
                              office at the pleasure of the Board of Directors.

                              Douglas A. Warner III    Age 53

                              Chairman of the Boards and President of Morgan and
                              the Bank. See "Election of directors" on page 3.

                              Walter A. Gubert         Age 52

                              Vice Chairman of the Boards of Morgan and the
                              Bank. See "Election of directors" on page 5.

                              Roberto G. Mendoza       Age 54

                              Vice Chairman of the Boards of Morgan and the Bank
                              since January 1990. Mr. Mendoza has announced that
                              he will retire as Vice Chairman.

                              Michael E. Patterson     Age 57

                              Vice Chairman of the Boards of Morgan and the
                              Bank. See "Election of directors" on page 6.

                              Peter D. Hancock         Age 41

                              Chief Financial Officer of Morgan and the Bank
                              since June 1999 and Chairman of the Capital
                              Committee and the Risk Management Committee of
                              Morgan since January 1999; Vice Chairman of the
                              Board of Directors of J.P. Morgan Securities Inc.
                              from June 1996 to April 1999; member of the Board
                              of Directors of J.P. Morgan Securities Inc. from
                              May 1995 to April 1999; Managing Director of
                              Morgan from February 1999 to June 1999, of J.P.
                              Morgan Securities Inc. from April 1995 to June
                              1996, and of the Bank from January 1990 to April
                              1995.

                              Thomas B. Ketchum        Age 49

                              Chief Administrative Officer of Morgan since
                              January 1998; member of the Board of Directors of
                              J.P. Morgan Securities Inc. since October 1995;
                              Managing Director of J.P. Morgan Securities Inc.
                              since July 1994; Managing Director of Morgan from
                              August 1992 to January 1998 and of the Bank from
                              November 1986 to July 1992.

                              Rachel F. Robbins        Age 49

                              General Counsel and Secretary of Morgan since
                              February 1996 and Managing Director, General
                              Counsel, and Secretary of the Bank since March
                              1997; Managing Director of Morgan and of J.P.
                              Morgan Securities Inc. since January 1988; member
                              of the Board of Directors of J.P. Morgan
                              Securities Inc. since April 1986; General Counsel
                              and Secretary of J.P. Morgan Securities Inc. since
                              January 1986; Deputy General Counsel of Morgan
                              from July 1992 to February 1996.

                              David H. Sidwell         Age 46

                              Managing Director and Controller of Morgan and the
                              Bank since December 1994; Senior Vice President
                              and Controller of Morgan and the Bank from April
                              1994 to December 1994; Senior Vice President of
                              the Bank from February 1989 to April 1994.

10

<PAGE>

                              Stock ownership of management
                              ==================================================

                              The following table shows, as of February 25,
                              2000, the Morgan stock-based holdings of each
                              director, each executive officer named in the
                              Summary Compensation Table appearing on page 16,
                              and all directors and executive officers as a
                              group, based on information provided by these
                              individuals. Each individual beneficially owns
                              less than 1 percent of our common stock. Except as
                              described in the footnotes to the table, each
                              person has sole investment and voting power over
                              the shares shown in the "Stock" column of the
                              table.

                             ---------------------------------------------------
                             Name of individual or group    Stock(1)    Total(2)
                             ---------------------------------------------------
                             Douglas A. Warner III ......   456,540(3) 1,397,210
                             Walter A. Gubert ...........   176,640(4)   785,646
                             Roberto G. Mendoza .........   341,772    1,046,595
                             Michael E. Patterson .......   236,849(5)   508,364
                             Peter D. Hancock ...........    72,710      598,792
                             Thomas B. Ketchum ..........   127,054(6)   639,439
                             Paul A. Allaire ............     5,000        5,897
                             Riley P. Bechtel ...........       500        2,324
                             Lawrence A. Bossidy ........     5,000        5,656
                             Martin Feldstein ...........     1,000        3,746
                             Ellen V. Futter ............       500(7)     1,397
                             Hanna H. Gray ..............       800        3,833
                             James R. Houghton ..........     1,000        4,033
                             James L. Ketelsen ..........     7,800       10,833
                             John A. Krol ...............     2,000        4,383
                             Lee R. Raymond .............       500       13,425
                             Richard D. Simmons .........     1,000        4,033
                             Kurt F. Viermetz ...........   218,364      266,880
                             LIoyd D. Ward ..............     1,000        1,000
                             Douglas C. Yearley .........     1,000(8)     3,883
                             All directors and executive
                               officers as a group ...... 1,817,263(9) 5,614,724
                             ---------------------------------------------------

                            1 Includes shares of our common stock beneficially
                              owned, directly or indirectly. The number of
                              shares in the column also includes the following
                              shares of common stock which the individual(s) had
                              the right to acquire within 60 days of February
                              25, 2000, through the exercise of options: Mr.
                              Warner, 398,086 shares; Mr. Gubert, 171,000
                              shares; Mr. Mendoza, 260,000 shares; Mr.
                              Patterson, 223,695 shares; Mr. Hancock, 57,226
                              shares; Mr. Ketchum, 98,732 shares; Mr. Viermetz,
                              40,000 shares; all directors and executive
                              officers as a group, 1,400,072 shares.

                            2 Shows total stock-based holdings, including
                              securities included in the "Stock" column (as
                              described in footnote 1), plus non-voting
                              interests, including restricted stock, deferred
                              compensation accounted for as units of common
                              stock, stock options that will not become
                              exercisable within 60 days of February 25, 2000,
                              awards of share credits under the Director Stock
                              Plan (1992) described on page 9, and directors'
                              fees deferred as units of common stock under the
                              Deferred Compensation Plan for Directors' Fees
                              described on page 9.

                            3 Includes 6,000 shares owned by his spouse and 240
                              shares held in custodial accounts for his
                              children. Mr. Warner disclaims beneficial
                              ownership of these shares.

                            4 Includes 5,377 shares owned jointly with his
                              spouse, with whom investment and voting power is
                              shared.

                            5 Includes 4,717 shares held in trust for family
                              members. Mr. Patterson disclaims beneficial
                              ownership of all but 1,600 of these shares.

                            6 Includes 575 shares held in trust for his
                              children. Mr. Ketchum disclaims beneficial
                              ownership of these shares.

                            7 Shares owned jointly with her spouse, with whom
                              investment and voting power is shared.

                            8 Shares held in trust for family members.

                            9 As a group, beneficially owns 1.11 percent of
                              Morgan's common stock.

                                                                              11

<PAGE>

                              Stock ownership of certain beneficial owners
                              ==================================================

                              We have been notified by Merrill Lynch, Pierce,
                              Fenner & Smith Incorporated ("Merrill Lynch"),
                              World Financial Center, North Tower, 250 Vesey
                              Street, New York, New York 10281, that as of
                              December 31, 1999, they are the beneficial owners
                              (as defined by rules of the Securities and
                              Exchange Commission (SEC)) of 10,114,033 shares of
                              our common stock, representing 5.8% of our
                              outstanding shares. According to the Schedule 13G
                              filed by them with the SEC, these shares were
                              acquired in the ordinary course of business, were
                              not acquired for the purpose of, and do not have
                              the effect of, changing or influencing control
                              over us, and were not acquired in connection with
                              or as a party to any transaction having such
                              purpose or effect. In addition, Merrill Lynch
                              disclaims beneficial ownership of these shares.
                              Merrill Lynch, a broker-dealer and the sponsor of
                              various unit investment trusts which invest in
                              equity securities, including our stock, has shared
                              voting and investment power over these shares.

                              Compensation committee report on
                              executive compensation
                              ==================================================

Role of the committee         The Committee on Management Development and
and the Board                 Executive Compensation, composed entirely of
                              independent outside directors ("Outside
                              Directors"), is responsible for determining and
                              ensuring appropriate administration of Morgan's
                              executive compensation policies for its senior
                              management within guidelines and plans approved by
                              the Board of Directors. The committee's
                              recommendations regarding officers who are
                              directors are subject to the approval of the full
                              board of Outside Directors (with officer directors
                              not participating).

Compensation                  Morgan's executive compensation programs are
philosophy                    designed to attract, reward, and retain highly
                              qualified and effective executives and to
                              encourage the achievement of business objectives,
                              including superior corporate performance. The
                              programs seek:

                            o To foster a performance-oriented environment,
                              where variable compensation is based upon
                              corporate and business group as well as individual
                              performance as measured by achievement of
                              short-term and long-term objectives, taking into
                              account economic conditions and competitive
                              compensation levels.

                            o To enhance management's focus on maximizing
                              long-term stockholder value through a strong
                              emphasis on stock-based compensation.

                            o To increase the variable portion of total
                              compensation (both cash and stock) as an
                              individual's level of responsibility increases.
                              This "mix" further aligns the interests of senior
                              management and stockholders.

                            o To promote a cohesive, team-oriented ethic among
                              members of senior management in order to maintain
                              the competitive advantage of efficiently
                              integrating diverse global business capabilities.

Components of                 The compensation strategy for Morgan's senior
executive compensation        management is composed of base salary, annual
strategy                      incentive compensation (of which a substantial
                              portion is awarded in the form of restricted
                              stock), stock option awards, and special long-term
                              performance awards.

12

<PAGE>

Base salary                   Base salaries for Morgan's senior management are
                              determined by evaluating the responsibilities
                              associated with the position held, an individual's
                              overall level of experience and competitive
                              practice. However, in keeping with Morgan's
                              emphasis on variable rather than fixed
                              compensation, base salaries represent a relatively
                              low percentage of total compensation for these
                              individuals.

Incentive compensation        In keeping with its philosophy of increasing, as
                              an officer's level of responsibility increases,
                              the portion of total compensation that depends
                              upon individual and Morgan performance, Morgan's
                              executive compensation program is heavily weighted
                              toward incentive compensation.

                              To establish and maintain a common focus and
                              shared goals among Morgan's most senior
                              management, incentive compensation for this group
                              is determined at year end by the committee, based
                              on its assessment of Morgan's performance as
                              measured by various quantitative and qualitative
                              factors. The primary quantitative factors reviewed
                              by the committee include such financial
                              performance measures as net income (after
                              provision for a threshold return to stockholders)
                              and return on average common stockholders'
                              equity, both as absolute measures and relative to
                              previous years. Qualitative factors evaluated by
                              the committee include Morgan's performance in
                              relation to industry performance, progress toward
                              achievement of Morgan's short-term and long-term
                              business goals, the quality of Morgan's earnings,
                              and the overall business and economic
                              environment. In making its determination, the
                              committee also reviews competitive compensation
                              levels and trends.

                              Each participant in this incentive compensation
                              arrangement is allocated a specified number of
                              shares out of a pool of shares managed by the
                              committee. The committee also determines the value
                              of each share based upon its qualitative and
                              quantitative assessment of Morgan's performance
                              and competitive compensation levels and trends.
                              Actual incentive compensation awards may be
                              further adjusted up or down under special
                              circumstances, to reflect individual or business
                              unit performance. As discussed further below, a
                              substantial portion of these awards is granted in
                              the form of restricted stock.

Performance plan              In July 1998, the Board of Directors adopted the
awards                        1998 Performance Plan of J.P. Morgan & Co.
                              Incorporated and Affiliated Companies (the "1998
                              Performance Plan"). The 1998 Performance Plan was
                              adopted in order to underscore the firm's
                              determined drive for superior performance. Awards
                              will be earned in January 2001 based on the
                              achievement of firm-wide performance goals
                              including significantly improved risk-adjusted
                              returns, earnings growth, and expense management.
                              Awards granted to senior management in 1998
                              provide for a potential payout to each recipient
                              of 1 to 2 times the recipient's average incentive
                              compensation for 1998-2000, provided the
                              performance targets are achieved.

Stock-based                   The committee believes that stock ownership
compensation and              enhances individuals' focus on maximizing
stock ownership               long-term stockholder value. Accordingly, senior
                              officers are strongly encouraged to develop
                              significant equity positions in Morgan. Morgan's
                              executive compensation programs are designed to
                              facilitate stock ownership and to ensure that, as
                              an individual's level of responsibility
                              increases, financial rewards depend significantly
                              on Morgan's overall performance.

                                                                              13

<PAGE>

Restricted stock              Each year, a substantial proportion of incentive
                              compensation for senior management is awarded in
                              the form of restricted stock, issued at fair
                              market value on the date of grant and subject to
                              five-year vesting. Since the value of restricted
                              stock awards will ultimately depend on the market
                              value of Morgan common stock, the committee
                              believes these awards will serve as an ongoing
                              incentive to preserve and increase stockholder
                              value.

                              For 1999, members of senior management received
                              45% (50% in the case of the Chairman) of their
                              total incentive compensation awards in the form of
                              restricted stock. This percentage has been
                              unchanged since 1995, evidencing the committee's
                              continued commitment to fostering significant
                              senior management stock ownership.

Stock options                 Morgan's executive compensation programs also
                              include stock option awards, which are intended to
                              provide additional incentive to increase
                              stockholder value. All 1999 stock option awards to
                              senior management were granted with an exercise
                              price equal to the fair market value of Morgan
                              stock on the date of grant and become exercisable
                              over five years on a pro rata basis. Because
                              Morgan stock option awards provide value only in
                              the event of share price appreciation, the
                              committee believes stock options represent an
                              important component of a well-balanced incentive
                              program. Individual award levels are based upon a
                              subjective evaluation of each individual's overall
                              past and expected future contribution; therefore,
                              no specific formula is used to determine option
                              awards for any employee. Morgan has generally
                              granted stock option awards to members of senior
                              management in July of each year.

Corporate performance         In 1999, net income increased to $2.055 billion,
and CEO compensation          nearly double 1998 operating earnings before
                              non-recurring gains and special charges. Return on
                              equity for 1999 was 18.4%, compared with 8.6% for
                              the prior year. Revenues rose 31% on increased
                              client activity across the firm's businesses
                              globally. The firm achieved its target of reducing
                              core operating expenses before performance-driven
                              compensation by $400 million. All client-related
                              business activities produced strong results, led
                              by equities, credit markets, credit portfolio, and
                              asset management services. Revenues from equity
                              investments were up substantially, while
                              proprietary investing and trading revenues fell.

                              Morgan made excellent progress during 1999 on its
                              key strategic initiatives: growth of its
                              investment banking, equities, and asset management
                              capabilities and profits; further leveraging its
                              leadership in the markets businesses; strategic
                              transformation of its credit business; and
                              improvement in productivity. The firm
                              substantially cut the risk and capital
                              requirements of its credit and market activities.

                              As Chairman and Chief Executive Officer, Mr.
                              Warner has set a clear strategic course for the
                              company since assuming his current roles in 1995.
                              Under his leadership, Morgan achieved the
                              successful transformation of its core
                              capabilities, its top strategic goal. The firm has
                              decisively shifted the mix of business to
                              emphasize client-generated revenues and lessen the
                              firm's reliance on proprietary investing and
                              trading activities. In 1999, strong revenue growth
                              and improved expense management and capital
                              productivity combined to improve margins and
                              substantially increase the firm's return on
                              equity.

14

<PAGE>

                              Recognizing the strong growth in Morgan's 1999
                              earnings and significant progress on its strategic
                              priorities, Mr. Warner's total annual compensation
                              increased to $9,900,000, including a restricted
                              stock award with a grant date value of $4,600,000.
                              This compares with $3,050,000 in 1998, when his
                              compensation was reduced by 43.4% from 1997 levels
                              to reflect lower earnings that year. The annual
                              restricted stock award is included under long-term
                              compensation awards in the Summary Compensation
                              Table. Mr. Warner was allocated the largest number
                              of shares in the incentive compensation
                              arrangement for senior officers for 1999, and the
                              percentage of annual incentive compensation that
                              he received in the form of restricted stock -50% -
                              was the highest in the firm.

                              Mr. Warner was also awarded 150,000 stock options
                              with an exercise price equal to 100% of the fair
                              market value of Morgan stock on the grant date
                              (the material terms of which are described under
                              "Option grants in 1999"). In setting Mr. Warner's
                              compensation, the committee also takes into
                              account the compensation levels of chief
                              executive officers of Morgan's peer companies and
                              the compensation of other senior officers of
                              Morgan.

Tax deductibility of          Section 162(m) of the Internal Revenue Code limits
executive compensation        the tax deductibility of compensation in excess
                              of $1 million paid to certain members of senior
                              management, unless the payments are made under
                              plans which satisfy the technical requirements of
                              the statute (and regulations). While the committee
                              currently intends to pursue a strategy of
                              maximizing deductibility of senior management
                              compensation by making awards under the 1995
                              Executive Officer Performance Plan and 1995 Stock
                              Incentive Plan (both of which meet the
                              requirements of Section 162(m) and were approved
                              by stockholders during 1995), it also believes
                              that it is important to maintain the flexibility
                              to take actions it considers to be in the best
                              interest of Morgan and its stockholders, which may
                              be based on considerations in addition to Section
                              162(m).

                              The Committee on Management Development and
                              Executive Compensation

                              James R. Houghton, Chairman
                              Riley P. Bechtel
                              Lee R. Raymond
                              Douglas C. Yearley

                                                                              15

<PAGE>

                              Summary compensation table
                              ==================================================

                              The table below shows, for the years ending
                              December 31, 1999, 1998, and 1997, the annual and
                              long-term compensation that we paid or accrued for
                              those years to our Chief Executive Officer and
                              four most highly compensated executive officers.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
                                           Annual compensation   Long-term compensation awards
                                           -------------------   -----------------------------
                                                                                    Securities
                                                                     Restricted     underlying    All other
Name and                                                            stock award  stock options compensation
principal position            Year    Salary ($)     Bonus ($)      ($) (1) (2)     (# shares)      ($) (3)
-----------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>          <C>              <C>               <C>          <C>
Douglas A Warner III          1999     $700,000     $4,600,000       $4,600,000        150,000      $16,151
Chairman                      1998      700,000      1,175,000        1,175,000        125,000       18,721
                              1997      691,667      2,350,000        2,350,000         80,000       18,624

Walter A Gubert*              1999      450,000      4,125,000        3,375,000        100,000       32,300
Vice Chairman                 1998      400,000      1,100,000          900,000         75,000       33,117

Roberto G Mendoza             1999      450,000      3,698,750        3,026,250        100,000        7,696
Vice Chairman                 1998      450,000      1,100,000          900,000         75,000        9,034
                              1997      447,917      2,117,500        1,732,500         50,000        8,582

Peter D Hancock**             1999      400,000      3,300,000        2,700,000         90,000          224
Chief Financial Officer

Thomas B Ketchum*             1999      400,000      3,300,000        2,700,000         90,000       31,818
Chief Administrative          1998      400,000        962,500          787,500         60,000       28,056
Officer
-----------------------------------------------------------------------------------------------------------
</TABLE>

                            * Not an executive officer of Morgan in 1997.


                           ** Not an executive officer of Morgan prior to 1999.

                            1 The amounts reported in this column represent the
                              fair market value of restricted stock units
                              awarded at 100 percent of the fair market value of
                              our common stock on the grant date. This fair
                              market value was: $123.281 for 1999 awards,
                              $106.844 for 1998 awards, and $101.469 for 1997
                              awards. This value is not discounted for
                              restrictions on the stock units. Annual dividend
                              equivalents are paid in cash or are converted into
                              additional share credits in accordance with the
                              terms of the awards and the provisions of the plan
                              under which each award was granted. Restricted
                              stock awards generally become vested five years
                              after the date of grant or, in the case of death,
                              become immediately vested in full. Generally, a
                              committee composed of all non-employee directors
                              may accelerate vesting of restricted stock in its
                              sole discretion. Upon a Change in Control, as
                              defined in the 1995 Stock Incentive Plan (and the
                              predecessor plans), restricted stock awards will
                              become immediately vested (unless the committee
                              administering the plan determines otherwise).

                            2 The named officers had the following non-vested
                              restricted stock award balances, in aggregate,
                              outstanding as of January 19, 2000: Mr. Warner,
                              152,690 shares ($19,209,656); Mr. Gubert, 110,591
                              shares ($13,912,035); Mr. Mendoza, 109,028 shares
                              ($13,723,622); Mr. Hancock, 117,087 shares
                              ($14,752,959); and Mr. Ketchum, 98,007 shares
                              ($12,336,891). Dollar values are based on (i) the
                              closing price of our common stock on December 31,
                              1999, ($126.625) for stock awards which were
                              outstanding on that date and (ii) the average of
                              the high and low prices of our common stock on
                              January 19, 2000, ($123.281) for stock awards
                              granted as of that date.

                            3 The amounts reported in this column represent
                              interest exceeding 120 percent of the applicable
                              federal rate deemed to have accrued on deferrals
                              under our incentive compensation plans (based on
                              termination and distribution at the earliest date
                              permissible under the plans although no such
                              interest will be accrued assuming employment until
                              normal retirement age).

16

<PAGE>

                              Stock options
                              ==================================================

                              The following tables show information on stock
                              options that we have awarded to our Chief
                              Executive Officer and four most highly compensated
                              executive officers. The first table shows, along
                              with some additional information, the estimated
                              grant date present value of stock options granted
                              in 1999. These values are calculated pursuant to
                              the proxy rules of the SEC and are calculated
                              under the Black-Scholes model for pricing options.
                              The actual pretax gain realized upon the exercise
                              of stock options will depend upon the excess of
                              the market price of our common stock over the
                              exercise price per share of the stock option at
                              the time the option is exercised. The second table
                              shows select information relating to stock options
                              exercised during 1999 and stock options
                              outstanding as of December 31, 1999. We do not
                              grant any stock appreciation rights.

<TABLE>
<CAPTION>
Option grants in 1999
-------------------------------------------------------------------------------------------------
                                     Percent of total  Exercise or                Estimated grant
                          Options    options granted   base price    Expiration      date present
Name                   granted(#)(1)    to employees       ($/Sh)          date       value($)(2)
-------------------------------------------------------------------------------------------------
<S>                         <C>                <C>        <C>           <C>            <C>
Douglas A. Warner III       150,000             2.43%     $135.719      7/19/09        $6,660,360
Walter A. Gubert            100,000             1.62       135.719      7/19/09         4,440,240
Roberto G. Mendoza          100,000             1.62       135.719      7/19/09         4,440,240
Peter D. Hancock             90,000             1.46       135.719      7/19/09         3,996,216
Thomas B. Ketchum            90,000             1.46       135.719      7/19/09         3,996,216
-------------------------------------------------------------------------------------------------
</TABLE>

                            1 Options vest as to one-fifth of the shares subject
                              thereto on the first, second, third, fourth, and
                              fifth anniversaries of the grant date. Upon a
                              Change in Control, as defined in the 1995 Stock
                              Incentive Plan, the options will become
                              immediately vested (unless the committee
                              determines otherwise).

                            2 Valued using the Black-Scholes option pricing
                              model. The assumptions used for the variables in
                              the model were: 26.11% volatility; a 10-year
                              risk-free rate of 5.7256%, compounded annually; a
                              3.3% dividend yield; and a 10-year option term.

<TABLE>
<CAPTION>
Aggregated option exercises in 1999 and year-end option values
------------------------------------------------------------------------------------------------------------------------
                               Aggregated option exercises                               Unexercised options at year-end
                       -----------------------------------   -----------------------------------------------------------
                                                                                          Value of securities underlying
                                                                              Number (#)         in-the-money options ($)
                       Shares acquired                       ---------------------------      --------------------------
Name                     on exercise(#)   Value realized($)   Exercisable  Unexercisable      Exercisable  Unexercisable
------------------------------------------------------------------------------------------------------------------------
<S>                             <C>            <C>               <C>           <C>            <C>             <C>
Douglas A. Warner III                0         $         0       398,086       598,000        $20,955,318     $7,321,476
Walter A. Gubert                     0                   0       171,000       384,000          8,794,992      8,717,488
Roberto G. Mendoza              55,000           3,814,839       260,000       390,000         13,994,365      4,844,110
Peter D. Hancock                     0                   0        57,226       374,000          1,625,961      8,717,488
Thomas B. Ketchum                3,914             306,189        98,732       359,000          4,208,971      8,662,177
------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                                                              17

<PAGE>

                              Stock performance graphs
                              ==================================================

                              The following graphs show changes over the past
                              five- and 10-year periods in the value of $100
                              invested in: (1) our common stock; (2) Standard &
                              Poor's 500 Index; (3) Standard & Poor's Financial
                              Index; and (4) companies which comprised the Dow
                              Jones Industrial Average as of December 31, 1999
                              (of which Morgan is one).

                              [The following information was depicted as a line
                              graph in the printed material]

                              Comparisons of five-year total stockholder return
                              In dollars
                              --------------------------------------------------

                              1994     1995     1996     1997     1998     1999

                              J.P. Morgan
                              100.0    149.2    188.4    225.2    217.3    270.2

                              S&P 500
                              100.0    137.5    169.1    225.5    290.0    351.0

                              S&P Financial
                              100.0    154.1    208.2    308.3    343.5    357.1

                              DJ Industrial
                              100.0    136.9    176.5    220.5    260.6    331.6

                              [The following information was depicted as a line
                              graph in the printed material]

<TABLE>
<CAPTION>
Comparisons of 10-year total stockholder return
In dollars
---------------------------------------------------------------------------------------------------------------
1989            1990      1991      1992      1993      1994      1995      1996     1997      1998       1999
<S>            <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>        <C>
J.P. Morgan
100.0          106.0     170.0     169.0     184.6     156.4     233.4     294.7     352.3     339.8      422.7

S&P 500
100.0           96.9     126.4     136.0     149.7     151.6     208.6     256.4     342.0     439.7      532.2

S&P Financial
100.0           78.6     118.3     146.0     162.2     156.4     240.9     325.6     482.2     537.3      558.6

DJ Industrial
100.0           99.5     123.6     132.7     155.3     163.1     223.3     287.8     359.5     424.8      540.6
</TABLE>

                              The year-end values of each investment shown in
                              the preceding graphs are based on share price
                              appreciation plus dividends, with the dividends
                              reinvested as of the last business day of the
                              month during which such dividends were
                              ex-dividend. The calculations exclude trading
                              commissions and taxes. Total stockholder returns
                              from each investment, whether measured in dollars
                              or percentages, can be calculated from the
                              year-end investment values shown beneath each
                              graph.

18

<PAGE>

                              Retirement benefits
                              ==================================================

                              The Bank maintains the Cash Balance Plan of Morgan
                              Guaranty Trust Company of New York (the
                              "Retirement Plan"), which provides benefits for
                              eligible U.S. employees (regular employees with
                              six months of continuous service who have attained
                              age 21) of Morgan and the Bank and participating
                              subsidiaries. Through December 31, 1998,
                              retirement benefits were accrued under a
                              traditional defined benefit plan. Effective
                              January 1, 1999, this plan was converted to a cash
                              balance formula and accrued benefits under the
                              prior formula were converted to individual cash
                              balance accounts based on the present value of the
                              accrued benefits as of the date of the conversion.

                              Under the cash balance formula, each participant
                              has an account, for record-keeping purposes only,
                              to which credits are allocated each month based on
                              5% of each participant's monthly base salary up
                              to a maximum of $12,500. In addition, all balances
                              in the accounts of participants earn a fixed rate
                              of interest which is credited monthly. The
                              interest rate for a particular year is based on
                              the average of the monthly 30-year U.S. Treasury
                              bond yields for the previous September, October,
                              and November. For 1999 the interest rate was 5.15%
                              and for 2000 the rate is 6.16%.

                              At retirement or termination of employment, an
                              amount equal to the then vested balance is
                              payable to the participant in the form of an
                              immediate or deferred lump sum or equivalent
                              monthly annuity benefit for the entire benefit
                              under the Retirement Plan.

                              To recognize the transition to the cash balance
                              formula, all participants of the Retirement Plan
                              who were earning benefits under the prior formula
                              as of December 31, 1998, are eligible for a
                              minimum benefit. This minimum benefit is
                              calculated using the prior, traditional final
                              average pay defined benefit formula using pay and
                              credited service through termination or December
                              31, 2003, if earlier. After December 31, 2003, the
                              accrued benefit under the prior formula is frozen
                              and continues to act as a minimum plan benefit. At
                              retirement or termination, this minimum benefit is
                              payable in the same form as the cash balance
                              benefit.

                              The Bank also maintains the Benefit Equalization
                              Plan, an unfunded, non-qualified deferred
                              compensation arrangement that provides for
                              benefits that are not payable under the Retirement
                              Plan because of maximum limitations imposed on
                              such plans by the Internal Revenue Code.

Estimate of                   The table below sets forth the estimated annual
retirement benefits           benefit payable to each of the executives named
                              in the Summary Compensation Table as a single life
                              annuity at age 65 under the Retirement Plan and
                              the Benefit Equalization Plan. The projections
                              contained in the table are based on the following
                              assumptions: (1) employment until age 65 subject
                              to the Retirement Plan's maximum recognized base
                              salary of $150,000 until that time; (2) interest
                              credits at the actual rates for all years through
                              2000 and 6.16% for all years following; and (3)
                              the conversion to a single life annuity at age 65
                              based on an interest rate of 6.16% and the 1983
                              Group Annuity Mortality Table, which sets forth
                              generally accepted life expectancies. The
                              estimated benefits reflect any applicable minimum
                              benefits.

                                                                              19

<PAGE>

                              Summary of estimated age 65 retirement benefits
                              (as an annual life annuity)
                              --------------------------------------------------
                                                              Estimated annual
                              Name                            retirement benefit
                              --------------------------------------------------
                              Douglas A. Warner III ..........          $504,200
                              Walter A. Gubert ...............            72,612
                              Roberto G. Mendoza .............           455,837
                              Peter D. Hancock ...............            69,546
                              Thomas B. Ketchum ..............           148,873
                              --------------------------------------------------

                              Morgan's International Cash Balance Plan, of which
                              Mr. Gubert and Mr. Hancock are members by virtue
                              of prior overseas services, provides additional
                              retirement benefits to certain employees assigned
                              outside their home countries. Prior to 1999, this
                              benefit was based on the employee's average annual
                              salary for the three highest-paid consecutive
                              years within the final 10 years of credited
                              service preceding retirement. Beginning in 1999,
                              the International Cash Balance Plan benefit was
                              converted to individual cash balance accounts to
                              which salary and interest credits are credited in
                              the same manner as for the Retirement Plan
                              described above. The International Cash Balance
                              Plan benefit is paid in a lump sum. As of December
                              31, 1999, Mr. Gubert and Mr. Hancock would have
                              been entitled to receive a lump sum retirement
                              benefit of approximately $823,399 and $100,965
                              respectively under the International Cash Balance
                              Plan.

                              Transactions with directors and officers
                              ==================================================

                              In the ordinary course of our business we engage
                              in transactions with some of our directors and
                              executive officers and their associates, or with
                              organizations of which some of our directors are
                              officers or trustees. These transactions are on an
                              arm's length basis and cover a broad range of our
                              business activities, such as loans, deposits,
                              purchases of our commercial paper, purchases of
                              securities issued by others, and investment
                              banking, financial advisory, and other financial
                              services and market transactions.

                              In the ordinary course of our business, we use the
                              products or services of or have other transactions
                              with a number of organizations of which our
                              directors are officers, including Corning
                              Incorporated, E.I. du Pont de Nemours and Company,
                              Exxon Mobil Corporation, Honeywell International
                              Inc., Maytag Corporation, Phelps Dodge
                              Corporation, and Xerox Corporation.

                              Other than as described in this proxy statement,
                              no Morgan director or executive officer was
                              indebted to us during 1999 for any amount in
                              excess of $60,000.

Employees' securities         Selected employees of Morgan, including executive
company                       officers, are offered the opportunity to become
                              limited partners of the Sixty Wall Street Fund,
                              L.P. (the "Fund"), an investment vehicle which
                              qualifies as an "employees' securities company"
                              for purposes of the Investment Company Act of
                              1940, as amended. The Fund invests in Morgan's
                              private equity investments alongside J.P. Morgan
                              Capital Corporation, a subsidiary thereof, or
                              certain private equity funds managed by J.P.
                              Morgan Investment Management Inc. In 1999, the
                              amounts invested by limited partners were
                              augmented by a combination of recourse and
                              nonrecourse loans from Morgan at an interest rate
                              of LIBOR + 150 basis points, each of which is to
                              be repaid to Morgan upon the realization of
                              proceeds from the applicable portfolio
                              investments.

20

<PAGE>

                              Amounts invested in the Fund by each of Morgan's
                              executive officers in 1999 are set forth below,
                              along with the amount of loans made to these
                              individuals during 1999 and the aggregate amount
                              of all loans and interest outstanding relating to
                              the individuals' aggregate 1999 investment in the
                              Fund:

<TABLE>
<CAPTION>
        ------------------------------------------------------------------------------
                                                                        Loan principal
                                                                          and interest
                              Amount invested in   Loans issued in   outstanding as of
        Name                                1999             1999    December 31, 1999
        ------------------------------------------------------------------------------
        <S>                             <C>              <C>                  <C>
        Walter A. Gubert                $250,000         $750,000             $771,130
        Roberto G. Mendoza               100,000          300,000              308,452
        Michael E. Patterson              50,000          150,000              154,226
        Peter D. Hancock                 100,000          300,000              308,452
        Thomas B. Ketchum                200,000          600,000              616,904
        Rachel F. Robbins                100,000          300,000              308,452
        ------------------------------------------------------------------------------
</TABLE>

                              Item 2: Approval of PricewaterhouseCoopers LLP as
                              independent accountants
                              ==================================================

                              We are proposing to appoint PricewaterhouseCoopers
                              LLP ("PwC") as our independent accounting firm
                              for 2000 to examine the financial statements of
                              Morgan and its consolidated subsidiaries,
                              including the Bank, and to assist the Examining
                              Committee of the Bank in performing its directors'
                              examination as required by law. The Audit
                              Committee has recommended to the Board the
                              appointment of PwC.

                              We are submitting this selection to you for your
                              approval.

                              PwC served as our principal independent accounting
                              firm in 1999. Audit fees to PwC in 1999 totaled
                              approximately $9.7 million.

                              Representatives of PwC will be at the annual
                              meeting to answer your questions.

                              The Board of Directors recommends a vote FOR this
                              proposal.

                              Item 3: Stockholder proposal relating to director
                              share ownership
                              ==================================================

                              Mrs. Evelyn Y. Davis, Watergate Office Building,
                              2600 Virginia Avenue, N.W., Suite 215, Washington,
                              D.C. 20037, who owns 50 shares of common stock of
                              Morgan, has indicated that she will introduce the
                              following resolution at the meeting:

                              "RESOLVED: That the stockholders of J.P. Morgan
                              assembled in Annual Meeting in person and by
                              proxy, hereby recommend that the Board of
                              Directors take the necessary steps to require all
                              members of the Board of Directors to own a minimum
                              of 1000 shares of voting stock in J.P. Morgan
                              starting next year."

                              In support of the foregoing resolution, the
                              proponent states:

                              "REASONS: Stock ownership by Directors makes them
                              partners with other shareholders.

                              "Certainly 1000 shares is a reasonable minimum
                              amount for ALL directors to own in view of the
                              director fees and perks they receive.

                              "Several directors according to the 1999 proxy
                              statement did NOT own at least 1000 shares
                              beneficially directly in their own name.

                              "If you AGREE, please mark your proxy FOR this
                              proposal."

                              The Board of Directors recommends a vote AGAINST
                              this proposal.

                                                                              21

<PAGE>

                              Similar resolutions were presented in 1991 and
                              1990 and was rejected in 1991 by 96.86% of the
                              votes cast.

                              We believe that nominees for director should
                              continue to be recommended for election on the
                              basis of such qualities as ability, experience,
                              and soundness of judgment. The minimum share
                              ownership requirement that is suggested is
                              arbitrary and would limit excessively the number
                              of potential candidates.

                              We believe, therefore, that the imposition of a
                              minimum share ownership requirement serves no
                              useful purpose, but would unnecessarily restrict
                              director selection in the future.

                              Item 4: Other matters
                              ==================================================

                              We do not know of any matters to be acted upon at
                              the meeting other than those discussed in this
                              proxy statement. If any other matter is presented,
                              the individuals named as proxies will vote on the
                              matter in his or her best judgment.

Section 16(a)                 Section 16(a) of the 1934 Act requires our
beneficial ownership          executive officers and directors and any other
reporting compliance          persons who own more than 10 percent of our common
                              stock ("Reporting Persons") to file reports of
                              ownership and changes in ownership on Forms 3, 4,
                              and 5 with the SEC and the New York Stock Exchange
                              (NYSE). These Reporting Persons are required by
                              SEC regulation to furnish us with copies of all
                              Forms 3, 4, and 5 that they file with the SEC and
                              NYSE.

                              Based solely on our review of copies of these
                              forms furnished to us and written representations
                              from Reporting Persons, we believe that all of our
                              Reporting Persons complied with these filing
                              requirements for transactions during fiscal year
                              1999, except that Rachel Robbins was late in
                              reporting a sale of common shares from her sons'
                              accounts and in reporting a charitable
                              contribution of common shares for the fiscal year
                              1997.

Proxy solicitation            We are soliciting this proxy on behalf of our
                              Board of Directors and will bear the solicitation
                              expenses. We are making this solicitation by mail
                              but we may also solicit by telephone or in person.
                              We have hired Morrow & Co. for a fee of $13,500,
                              plus out-of-pocket expenses, to assist in the
                              solicitation. We will reimburse banks, brokerage
                              houses, and other institutions, nominees, and
                              fiduciaries, if they request, for their expenses
                              in forwarding proxy materials to beneficial
                              owners.

Stockholder proposals         If you want to submit a proposal for possible
                              inclusion in our proxy statement for the 2001
                              annual meeting of stockholders, you must ensure
                              that your proposal is received by us on or before
                              November 10, 2000.

                              If you intend to present a proposal at our 2001
                              annual meeting and do not request timely inclusion
                              of the proposal in our proxy statement, then we
                              must receive notice of such proposal no later than
                              January 24, 2001. If we do not receive notice by
                              that date, no discussion of your proposal is
                              required to be included in our 2001 proxy
                              statement and we may use our discretionary
                              authority to vote on the proposal if you do
                              present it at our annual meeting.

                              March 8, 2000

                              Rachel F. Robbins
                              Secretary

22

<PAGE>

                                     PROXY

J.P. Morgan & Co. Incorporated

Proxy  solicited  on behalf of the Board of  Directors of the Company
for Annual Meeting of Stockholders, April 12, 2000

The undersigned  hereby  constitutes and appoints Francis J. Morison,  Martha J.
Gallo and Rachel F.  Robbins,  and each of them,  the true and lawful agents and
proxies of the undersigned with full power of substitution in each, to represent
the  undersigned  at the Annual  Meeting of  Stockholders  of J.P.  MORGAN & CO.
INCORPORATED  to be held in Morgan Hall West,  46th floor,  60 Wall Street,  New
York, New York, on Wednesday, April 12, 2000, at 11 a.m., and at any adjournment
of said  meeting,  and to vote, as directed on the reverse side of this card, on
all specified matters coming before said meeting, and in their discretion,  upon
such other matters not specified as may come before said meeting.

Election of Directors, Nominees:

01.  Douglas A. Warner III,  02. Paul A.  Allaire,  03.  Riley P.  Bechtel,  04.
Lawrence A. Bossidy,  05. Martin  Feldstein,  06. Ellen V. Futter,  07. Hanna H.
Gray, 08. Walter A. Gubert,  09. James R. Houghton,  10. James L. Ketelsen,  11.
John A. Krol, 12. Michael E.  Patterson,  13. Lee R. Raymond,  14. Lloyd D. Ward
and 15. Douglas C. Yearley.

You are encouraged to specify your choices by marking the appropriate boxes, SEE
REVERSE SIDE,  but you need not mark any boxes if you wish to vote in accordance
with the Board of  Directors'  recommendations.  The  Proxies  cannot  vote your
shares unless you sign and return this card to J.P.  Morgan & Co.  Incorporated,
c/o First Chicago Trust Company, a division of EquiServe, P.O. Box 8212, Edison,
N.J. 08818-9079.

                                                               -----------
                                                               SEE REVERSE
                                                                  SIDE
                                                               -----------

--------------------------------------------------------------------------------
                              FOLD AND DETACH HERE

You may also vote the shares held in this account by telephone or electronically
through the  Internet 24 hours a day, 7 days a week.  Voting by telephone or via
the Internet will  eliminate  the need to mail voted proxy card(s)  representing
shares held in this account. Your telephone or Internet vote must be received by
12:00 a.m.,  Eastern  Standard time, the day of the meeting,  April 12, 2000. To
vote please follow the steps below:

o     Have your proxy card and social security number available.

o     Be ready to enter the PIN number indicated on the reverse side of the card
      just below the perforation.

To vote using the telephone:

o     Using a touch-tone  telephone,  dial 1-877-PRX-VOTE  (1-877-779-8683)  for
      calls within the U.S. and Canada. If you are calling from another country,
      dial 1-201-536-8073.

To vote using the Internet:

                        o     Log on to  the  Internet  and  go to  the  website
                              http://www.eproxyvote.com/jpm.

o     You may elect to receive next year's proxy materials electronically at the
      website http://www.eproxyvote.com/jpm.

Both voting systems preserve the  confidentiality  of your vote and will confirm
your voting instructions with you. You may also change your selections on any or
all of the proposals to be voted.

               YOUR VOTE IS IMPORTANT TO US. THANK YOU FOR VOTING.


<PAGE>

 [X]  Please mark your
      votes as in this
      example.

                                                                            2685

The Board of Directors
recommends a vote "FOR" Items 1 and 2.
--------------------------------------------------------------------------------
This proxy will be voted "FOR" Items 1 and 2 if no choice is specified.
--------------------------------------------------------------------------------
                  FOR    WITHHELD                      FOR     AGAINST   ABSTAIN
1. Election of    [ ]      [ ]       2. Approval of    [ ]       [ ]       [ ]
   Directors.                           independent
   (see reverse)                        accountants.

For, except vote withheld from the following nominee(s):

______________________________________________

--------------------------------------------------------------------------------
The Board of Directors
recommends a vote "AGAINST"
Item 3.
--------------------------------------------------------------------------------
This proxy will be voted "AGAINST" Item 3 if no choice is specified.
--------------------------------------------------------------------------------
                                   FOR       AGAINST        ABSTAIN
3. Stockholder proposal            [ ]         [ ]            [ ]
   relating to director share
   ownership.
--------------------------------------------------------------------------------
SIGNATURE (S)______________________________________________DATE_________________
The signer hereby revokes all proxies  previously given by the signer to vote at
this meeting or any adjournment of the meeting.

NOTE: Please sign exactly as your name appears on this proxy card.  Joint owners
      should  each sign.  When  signing as  attorney,  executor,  administrator,
      trustee or guardian, please give full title as such.

--------------------------------------------------------------------------------
                              FOLD AND DETACH HERE

                         J.P. Morgan & Co. Incorporated

                                 Annual Meeting
                                       of
                                  Stockholders

                            Wednesday, April 12, 2000
                                   11:00 a.m.

                         J.P. Morgan & Co. Incorporated
                                Morgan Hall West
                                 60 Wall Street
                            New York, N.Y. 10260-0060

                                IMPORTANT NOTICE
                                ----------------

                     IT IS IMPORTANT THAT YOU VOTE, SIGN AND
                   RETURN THE ABOVE PROXY AS SOON AS POSSIBLE.