Form of Supplemental Indenture among the Registrants



 Exhibit 4.37 
  
 J.P. MORGAN CHASE & CO., 
  
 BANK ONE CORPORATION, 
  
 JPMORGAN CHASE BANK, 
  
                     as Resigning Trustee, 
  
 AND 
  
 U.S. BANK TRUST NATIONAL ASSOCIATION, 
  
                     as Successor
Trustee, 
  
 SUPPLEMENTAL INDENTURE 
  
 Dated as of
                         , 2004 
  
 to 
  
 INDENTURE 
  
 Dated as of July 15, 1992 
  
 SUBORDINATED DEBT SECURITIES 







 SUPPLEMENTAL INDENTURE, dated as of
                         , 2004, among J.P. MORGAN CHASE & CO., a Delaware corporation (“Successor”),
BANK ONE CORPORATION (successor by merger to NBD Bancorp, Inc.), a Delaware corporation (“Bank One”), JPMORGAN CHASE BANK (successor by merger to The Chase Manhattan Bank, N.A.), a New York banking corporation, as trustee (the
“Resigning Trustee”), and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association (the “Successor Trustee”). 
  
 WHEREAS, Bank One and the Resigning Trustee have heretofore executed and delivered a certain Indenture, dated as of July 15, 1992 (as heretofore amended,
the “Indenture”; capitalized terms not otherwise defined herein shall have the meanings set forth in the Indenture), providing for the issuance from time to time of Securities; 
  
 WHEREAS, Bank One and Successor have entered into an Agreement and Plan of Merger, dated as of January 14, 2004 (the
“Merger Agreement”), which contemplates the execution and filing of a Certificate of Merger on the date hereof (the “Certificate of Merger”) providing for the merger (effective
                    ) of Bank One with and into Successor (the “Merger”), with Successor continuing its corporate existence under
Delaware law; 
  
 WHEREAS, Section 9.1 of the Indenture provides,
among other things, that the Issuer shall not merge with any other corporation unless, among other things, the successor corporation shall expressly assume the due and punctual payment of the principal of and interest on all the Securities,
according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be performed or observed by the Issuer, by supplemental indenture satisfactory to the Trustee, executed and
delivered to the Trustee by such corporation; 
  
 WHEREAS, upon
effectiveness of the Merger, the Resigning Trustee will be a subsidiary of the issuer of the Securities under the Indenture and, accordingly, the Resigning Trustee desires to resign pursuant to Section 6.10(a) of the Indenture, and the Successor
Trustee is willing to accept appointment as successor Trustee under the Indenture; 
  
 WHEREAS, Section 8.1 of the Indenture provides, among other things, that the Issuer, when authorized by a resolution of its Board of Directors certified to the Trustee by the Secretary or an Assistant Secretary of the
Issuer, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental to the Indenture, in form satisfactory to the Trustee: (i) to evidence the succession of another corporation to the Issuer and the
assumption by the successor corporation of the covenants, agreements and obligations of the Issuer pursuant to Article Nine of the Indenture; (ii) to evidence and provide for the acceptance of appointment under the Indenture by a successor Trustee;
and (iii) to make provisions in regard to matters or questions arising under the Indenture as the Board of Directors may deem necessary or desirable and which shall not adversely affect the interests of the Holders of the Securities; 
  
 WHEREAS, the execution and delivery of this Supplemental Indenture have been
authorized by resolutions of the board of directors of each of Bank One and Successor and have been duly authorized by all necessary action on the part of the Resigning Trustee and the Successor Trustee; and 
  
 WHEREAS, all conditions precedent and requirements necessary to make this
Supplemental Indenture a valid and legally binding instrument in accordance with its terms have 

  









 
been complied with, performed and fulfilled, and the execution and delivery hereof have been in all respects duly authorized; 
  
 NOW, THEREFORE: 
  
 In consideration of the premises and intending to be legally bound hereby, the parties hereto mutually covenant and agree
for the equal and proportionate benefit of the respective Holders from time to time of the Securities as follows: 
  
 ARTICLE I 
  
 REPRESENTATIONS OF THE RESIGNING TRUSTEE 
  
 1.1.
Pursuant to Section 6.10(a) of the Indenture, the Resigning Trustee hereby notifies Bank One that the Resigning Trustee is hereby resigning as Trustee under the Indenture. 
  
 1.2. The Resigning Trustee hereby represents and warrants to the Successor Trustee that: 
  

	 	(a)	No covenant or condition contained in the Indenture has been waived by the Resigning Trustee or, to the best of the knowledge of the Responsible Officers of the Resigning Trustee,
by the Holders of the percentage in aggregate principal amount of Securities of any series required by the Indenture to effect any such waiver. 

  

	 	(b)	There is no action, suit or proceeding pending or, to the best of the knowledge of the Responsible Officers of the Resigning Trustee, threatened, against the Resigning Trustee
before any court or governmental authority arising out of any action or omission by the Resigning Trustee as Trustee under the Indenture. 

  

	 	(c)	To the best of the knowledge of the Responsible Officers of the Resigning Trustee, no event has occurred and is continuing which is, or after notice or lapse of time or both would
become, an Event of Default under Section 5.1 of the Indenture. 

  
 1.3. The Resigning Trustee hereby assigns, transfers, delivers and confirms to the Successor Trustee all right, title and interest of the Resigning Trustee in and to the trust under the Indenture; all of the rights,
powers, duties and obligations of the Resigning Trustee under the Indenture; and all property and money held by the Resigning Trustee under the Indenture for the benefit of the Holders of Securities, subject nevertheless to the Resigning
Trustee’s prior claim upon all property or funds collected by the Resigning Trustee to secure amounts due to the Resigning Trustee under Section 6.6 of the Indenture. The Resigning Trustee shall execute and deliver such further instruments and
shall do such other things as the Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in the Successor Trustee all such rights and powers hereby assigned, transferred, delivered and confirmed to the Successor
Trustee. 
  

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 ARTICLE II 
  
 REPRESENTATIONS OF AND ACCEPTANCE BY THE SUCCESSOR TRUSTEE 
  
 2.1. The Successor Trustee hereby represents and warrants to the Resigning Trustee and to Bank One and Successor that the Successor Trustee is not subject
to any conflict of interest under the provisions of Section 6.8 of the Indenture and is qualified and eligible under the provisions of 6.9 of the Indenture to act as Trustee under the Indenture. 
  
 2.2. The Successor Trustee hereby accepts its appointment as Successor
Trustee under the Indenture and accepts the rights, powers, duties and obligations of the Resigning Trustee as Trustee under the Indenture, upon the terms and conditions set forth therein, with like effect as if originally named as Trustee under the
Indenture. 
  
 ARTICLE III 
  
 REPRESENTATIONS OF BANK ONE AND SUCCESSOR 
  
 Each of Bank One and Successor represents and warrants to the Resigning
Trustee and to the Successor Trustee as follows: 
  
 3.1. It is a
corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. 
  
 3.2. The execution, delivery and performance by it of this Supplemental Indenture have been authorized and approved by all necessary corporate action on
the part of it. 
  
 3.3. Upon the filing of the Certificate of
Merger with the Secretary of State of the State of Delaware or at such other time thereafter as is provided in the Certificate of Merger (the “Effective Time”), the Merger will be effective in accordance with the terms of the Merger
Agreement and Delaware law. 
  
 3.4. The Issuer shall not,
immediately after giving effect to the Merger, be in default in the performance of any covenant or condition of the Indenture to be performed or observed by the Issuer. 
  
 ARTICLE IV 
  
 ASSUMPTION AND AGREEMENTS 
  
 4.1. Successor hereby expressly assumes the due and punctual payment of the principal of and interest on all the Securities, according to their tenor, and
the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be performed or observed by the Issuer. 
  
 4.2. The Securities may bear a notation concerning the assumption of the Indenture and the Securities by Successor. 
  
 4.3. Successor shall succeed to and be substituted for the Issuer, with the
same effect as if it had been named as the Issuer in the Indenture. 
  

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 ARTICLE V 
  
 AMENDMENTS 
  
 5.1. The reference in the preamble to the Indenture to “NBD BANCORP, INC.” is hereby amended to read “J.P. MORGAN CHASE & CO.”;
and each other reference in the Indenture to “NBD Bancorp, Inc.” is hereby amended to be a reference to “J.P. Morgan Chase & Co.”. 
  
 5.2. The reference in the preamble to the Indenture to “THE CHASE MANHATTAN BANK, N.A” is hereby amended to read “U.S. BANK TRUST NATIONAL
ASSOCIATION”; and the reference in the definition of Corporate Trust Office in Section 1.1 of the Indenture to “The Chase Manhattan Bank, N.A., 4 Chase Metrotech Center, Brooklyn, New York 11245 is hereby amended to read “U.S. Bank
Trust National Association, 100 Wall Street, New York, New York 10005”. 
  
 5.3. The definition of “Senior Indebtedness” contained in Section 1.1 of the Indenture is hereby amended in its entirety to read as follows: 
  
 “‘Senior Indebtedness’ means the principal of, premium, if any, and interest on indebtedness
of the Issuer (including guarantees by the Issuer of indebtedness of others), whether outstanding on the date of this Indenture or hereafter created, incurred, assumed or guaranteed (except (A) the Securities, (B) the Outstanding Bank One
Subordinated Securities, (C) all securities issued pursuant to the Heritage Successor Subordinated Indenture; (D) all securities issued pursuant to the Heritage Chase Subordinated Indenture; and (E) all securities issued pursuant to the Heritage
JPMorgan Subordinated Indenture), unless in the instrument creating or evidencing the same or pursuant to which the same is outstanding it is provided that such indebtedness is not superior in right of payment to the Securities.” 
  
 5.4. Section 1.1 of the Indenture is hereby amended to insert the following
new definitions therein in the appropriate alphabetical order: 
  
 “‘Heritage Chase Subordinated Indenture’ means the Amended and Restated Indenture, dated as of September 1, 1993, as amended by the First Supplemental Indenture, dated as of March 29, 1996, the Second
Supplemental Indenture, dated as of October 8, 1996, and the Third Supplemental Indenture, dated as of December 29, 2000, between the Issuer (as successor by merger to The Chase Manhattan Corporation, a Delaware corporation) and U.S. Bank Trust
National Association (formerly known as First Trust of New York, National Association), a national banking association, as successor to Chemical Bank, a New York banking corporation, as the same may be further amended, supplemented or otherwise
modified from time to time.” 
  
 “‘Heritage JPMorgan Subordinated Indenture’ means the Indenture, dated as of March 1, 1993, as amended by the First Supplemental Indenture, dated as of December 29, 2000, between the Issuer (as successor by merger to J.P.
Morgan & Co. Incorporated, a Delaware corporation) and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association), a national banking 

  

 4 








 
association, as the same may be further amended, supplemented or otherwise modified from time to time.” 
  
 “‘Heritage Successor Subordinated Indenture’
means the Indenture, dated as of April 1, 1987, as amended and restated as of December 15, 1992, and as amended by the Second Supplemental Indenture, dated as of October 8, 1996, and the Third Supplemental Indenture, dated as of December 29, 2000,
between the Issuer (formerly known as Chemical Banking Corporation) and U.S. Bank Trust National Association (formerly known as First Trust of New York, National Association), a national banking association, as successor to Morgan Guaranty Trust
Company of New York, a New York banking corporation, as the same may further be amended, supplemented or otherwise modified from time to time.” 
  
 “‘Outstanding Bank One Subordinated Securities’ means the following subordinated debt obligations of the Issuer: (i) the 9
7/8% Subordinated Notes due March 1, 2009, (ii) the 10% Subordinated Notes due August 15, 2010, (iii) the 6 3/8% Subordinated Notes due January 30, 2009, (iv) the 7 1/8% Subordinated Notes due May 15, 2007, (v) the 7 3⁄4% Subordinated Notes due
July 15, 2025, (vi) the 7% Subordinated Notes due July 15, 2005, (vii) the 6 1/8% Subordinated Notes due February 15, 2006, (viii) the Medium-Term Notes – Series G Subordinated, (ix) the 7 5/8% Subordinated Notes due October 15, 2026, (x) the
8% Subordinated Notes due April 29, 2027, (xi) the 7.6% Subordinated Notes due May 1, 2007, (xii) the 9 7/8% Subordinated Notes due March 1, 2019, (xiii) the Medium-Term Notes – Series A Subordinated, (xiv) the 7 7/8% Subordinated Notes due
August 1, 2010, (xv) the 5.9% Subordinated Notes due November 15, 2011, (xvi) the 5.25% Subordinated Notes due January 30, 2013, and (xvii) the 4.9% Subordinated Notes due April 30, 2015.” 
  
 5.5. Except as amended hereby, the Indenture and the Securities are in all
respects ratified and confirmed and all the terms thereof shall remain in full force and effect and the Indenture, as so amended, shall be read, taken and construed as one and the same instrument. 
  
 ARTICLE VI 
  
 MISCELLANEOUS 
  
 6.1. The Resigning Trustee and the Successor Trustee each accepts the modification of the Indenture effected by this Supplemental Indenture, but only upon
the terms and conditions set forth in the Indenture. Without limiting the generality of the foregoing, neither the Resigning Trustee nor the Successor Trustee assumes any responsibility for the correctness of the recitals herein contained, which
shall be taken as the statements of Bank One and Successor. Neither the Resigning Trustee nor the Successor Trustee makes any representation or shall have any responsibility as to the validity and sufficiency of this Supplemental Indenture.

  
 6.2. If and to the extent that any provision of this
Supplemental Indenture limits, qualifies or conflicts with another provision included in this Supplemental Indenture or in the Indenture, in either case that is required to be included in this Supplemental Indenture or in the Indenture by any of the
provisions of Sections 310 to 317, inclusive, of the Trust Indenture Act of 1939, such required provision shall control. 
  

 5 








 6.3. Nothing in this Supplemental Indenture is intended to or shall provide any rights to any parties
other than those expressly contemplated by this Supplemental Indenture. 
  
 6.4. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York. 
  
 6.5. This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all of
which counterparts together shall constitute but one and the same instrument. 
  
 6.6. This Supplemental Indenture shall become effective as of the Effective Time. 
  

 6 








 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, and
their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. 
  

			
	 BANK ONE CORPORATION

		
	By	 	 
	 	 	 Name:
 Title:



  

	
	 [Corporate Seal]

	
	 Attest:

	
	  
	 Secretary


  

			
	 J.P. MORGAN CHASE & CO.

		
	 By
	 	 
	 	 	 Name:
 Title:



  

	
	 [Corporate Seal]

	
	 Attest:

	
	  
	 Secretary


  










			
	 JPMORGAN CHASE BANK, as Resigning Trustee

		
	By	 	 
	 	 	 Name:
 Title:



  

	
	 [Corporate Seal]

	
	 Attest:

	
	  
	 Assistant Secretary


  

			
	 U.S. BANK TRUST NATIONAL
 ASSOCIATION, as
Successor Trustee

		
	By	 	 
	 	 	 Name:
 Title:



  

	
	 [Corporate Seal]

	
	 Attest:

	
	  
	 Assistant Secretary


  










			
	 STATE OF NEW YORK
	 	 )

	  	 	 ): ss.:

	 COUNTY OF NEW YORK
	 	 )


  
 On this
     of                     , 2004, before me, the undersigned officer, personally
appeared                    , who acknowledged himself to be the
                                        
of BANK ONE CORPORATION, a Delaware corporation, and that he as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the corporation by himself as such officer.

  
 IN WITNESS WHEREOF, I hereunto set my hand and official seal.

  

	
	
	 
	 Notary Public



  

			
	[SEAL]	 	 
	 	 	 
	 	 	 
	 	 	 
	STATE OF NEW YORK	 	)
	 	 	 
	 	 	: ss.:
	 COUNTY OF NEW YORK
	 	)

  
 On this
     day of                     , 2004, before me, the undersigned officer, personally appeared
                    , who acknowledged himself to be the
                                        
of J.P. MORGAN CHASE & CO., a Delaware corporation, and that he as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the corporation by himself as such officer.

  
 IN WITNESS WHEREOF, I hereunto set my hand and official seal.

  

	
	
	 
	Notary Public


  
 [SEAL] 
  










			
	 STATE OF NEW YORK
	 	 )

	  	 	 ): ss.:

	 COUNTY OF NEW YORK
	 	 )


  
 On this
     day of                     , 2004, before me, the undersigned officer, personally appeared
                    , who acknowledged himself to be
                                        
of JPMORGAN CHASE BANK, a New York banking corporation, and that he as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the association by himself as such officer.

  
 IN WITNESS WHEREOF, I hereunto set my hand and official seal.

  

	
	
	 
	 Notary Public



  

			
	[SEAL]	 	 
	 	 	 
	 	 	 
	 	 	 
	STATE OF NEW YORK	 	)
	 	 	): ss.:
	 COUNTY OF NEW YORK
	 	)

  
 On this
     day of                     , 2004, before me, the undersigned officer, personally appeared
                    , who acknowledged himself to be
                                        
of U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, and that he as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the association by himself
as such officer. 
  
 IN WITNESS WHEREOF, I hereunto set my hand
and official seal. 
  

	
	
	 
	Notary Public


  
 [SEAL]