Form of Supplemental Indenture dated as of July 1, 1995



 Exhibit 4.31 
  
 J.P. MORGAN CHASE & CO., 
  
 BANK ONE CORPORATION 
  
 AND 
  
 CITIBANK, N.A., 
  
                                        
                             as Trustee, 
  
 SUPPLEMENTAL INDENTURE 
  
 Dated as of                     
    , 2004 
  
 to 
  
 INDENTURE 
  
 Dated as of July 1, 1995 
  
 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 Banc One Corporation), a Delaware corporation (“Bank One”), and CITIBANK, N.A., a national banking association as Trustee (the “Trustee”). 
  
 WHEREAS, Bank One and the Resigning Trustee have heretofore executed and
delivered a certain Indenture, dated as of July 1, 1995 (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 10.01 of the Indenture provides, among other
things, that the Company shall not merge into any other corporation unless, among other things, the Person into which the Company is merged shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form
satisfactory to the Trustee, the due and punctual payment of the principal of, premium, if any, and interest (including all additional amounts, if any, payable pursuant to Section 5.04 of the Indenture) on all the Securities and the performance of
every covenant of the Indenture on the part of the Company to be performed or observed; 
  
 WHEREAS, Section 9.01 of the Indenture provides, among other things, that, without the consent of any Holder of any Securities or coupons, the Company, when authorized by a Board Resolution, and the Trustee, at any
time and from time to time, may enter into one or more indentures supplemental to the Indenture, in form satisfactory to the Trustee: (i) to evidence the succession of another corporation to the Company and the assumption by any such successor of
the covenants of the Company in the Indenture and the Securities; and (ii) to make provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of the Holders
of Securities of any series or any related coupons in any material respect; 
  
 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 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, THIS SUPPLEMENTAL INDENTURE
WITNESSETH: 
  
 For and in consideration of the premises and
intending to be legally bound hereby, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities or of any series thereof, as follows: 
  

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 ARTICLE I 
  
 REPRESENTATIONS OF BANK ONE AND SUCCESSOR 
  
 Each of Bank One and Successor represents and warrants to the Trustee as follows: 
  
 1.1. It is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

  
 1.2. 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. 
  
 1.3. 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. 
  

1.4. Immediately after giving effect to the Merger, no Default, and no event which, after notice or lapse of time, or both, would become a Default,
shall have happened and be continuing. 
  
 ARTICLE II 

 
 ASSUMPTION AND AGREEMENTS 
  
 2.1. Successor hereby expressly assumes the due and punctual payment of the
principal of, premium, if any, and interest (including all additional amounts, if any, payable pursuant to Section 5.04 of the Indenture) on all the Securities and the performance of every covenant of the Indenture on the part of the Company to be
performed or observed. 
  
 2.2. The Securities may bear a notation
concerning the assumption of the Indenture and the Securities by Successor. 
  

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 2.3. Successor shall succeed to and be substituted for, and may exercise every right and power of, Bank
One under the Indenture, with the same effect as if Successor had been named as the Company therein. 
  
 ARTICLE III 
  
 AMENDMENTS 
  
 3.1. The reference in the preamble to the
Indenture to “BANC ONE CORPORATION, a corporation organized and existing under the laws of the State of Ohio” is hereby amended to read “J.P. MORGAN CHASE & CO., a corporation organized and existing under the laws of the State of
Delaware”; the reference therein to “100 East Broad Street, Columbus, Ohio 43271” is hereby amended read “270 Park Avenue, New York, New York 10017”; and each other reference in the Indenture to “Banc One
Corporation” shall be amended to be a reference to “J.P. Morgan Chase & Co.”. 
  
 3.2. The definition of “Existing Subordinated Indebtedness” contained in Section 1.01 of the Indenture is amended in its entirety to read as
follows: 
  
 “‘Existing Subordinated
Indebtedness’ means, the following subordinated debt obligations of the Company: (i) the 9 7/8% Subordinated Notes due March 1, 2009, (ii) the 10% Subordinated Notes due August 15, 2010, (iii) the 7.25% Subordinated Notes due August 15, 2004,
(iv) the 6 3/8% Subordinated Notes due January 30, 2009, (v) the 7 1/8% Subordinated Notes due May 15, 2007, (vi) the 6 1/8% Subordinated Notes due February 15, 2006, (vii) the Medium-Term Notes – Series G Subordinated, (viii) the 8%
Subordinated Notes due April 29, 2027, (ix) the 7.6% Subordinated Notes due May 1, 2007, (x) the 9 7/8% Subordinated Notes due March 1, 2019, (xi) the Medium-Term Notes – Series A Subordinated, (xii) the 7 7/8% Subordinated Notes due August 1,
2010, (xiii) the 5.9% Subordinated Notes due November 15, 2011, (xiv) the 5.25% Subordinated Notes due January 30, 2013, and (xv) the 4.9% Subordinated Notes due April 30, 2015.” 
  
 3.3. The definition of “Senior Indebtedness” contained in Section 1.01 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 (i) all of the Company’s indebtedness for money borrowed (other than (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), whether outstanding on the date of execution of the Indenture or thereafter created, assumed or incurred, 
  

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 except such indebtedness as is by its terms expressly stated to be not superior in right of payment to,
or to rank pari passu with, the Securities or the other securities referred to in clauses (A) through (E) above; and (ii) any deferrals, renewals or extensions of any such Senior Indebtedness. The term “indebtedness for money
borrowed” as used in the foregoing sentence shall include, without limitation, any obligation of, or any obligation guaranteed by, the Company for the repayment of borrowed money, whether or not evidenced by bonds, debentures, notes or other
written instruments, and any deferred obligations for the payment of the purchase price of property or assets. The Securities shall rank pari passu with the securities referred to in clauses (i)(A) through (i)(E) above.”

  
 3.4. Section 1.01 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 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 Company (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 Company (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 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 Company (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 be further amended, supplemented or otherwise modified from time to time.” 
  
 3.5. 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. 
  

 5 








 ARTICLE IV 
  
 MISCELLANEOUS 
  
 4.1. The Trustee 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, the Trustee does not assume any responsibility for the correctness of the recitals herein contained, which shall be taken as the statements of Bank One and Successor. The Trustee does
not make any representation and shall not have any responsibility as to the validity and sufficiency of this Supplemental Indenture. 
  
 4.2. 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. 
  
 4.3. 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. 
  
 4.4. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York. 
  
 4.5. 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. 
  
 4.6. This Supplemental Indenture shall become effective as of the Effective Time. 
  

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 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


  










			
	 CITIBANK, N.A.,
 as Trustee

		
	By	 	  


	 	 	 Name:

	 	 	 Title:



  

	
	 [Corporate Seal]
  
 Attest:

	
	  


	 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 CITIBANK, N.A., 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]