Exhibit 4.5

CERTIFICATE OF TRUST

OF

JPMORGAN CHASE CAPITAL XVIII

THIS CERTIFICATE OF TRUST of JPMorgan Chase Capital XVIII (the “Trust”), dated as of April 27, 2005, is being duly executed and filed by the undersigned, as trustees, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. C. § 3801, et seq.).

1. Name. The name of the statutory trust formed hereby is JPMorgan Chase Capital XVIII.

2. Delaware Trustee. The name and business address of the trustee of the Trust with a principal place of business in the State of Delaware are The Bank of New York (Delaware), White Clay Center, Route 273, Newark, Delaware 19711.

3. Effective Date. This Certificate of Trust shall be effective upon filing.

IN WITNESS WHEREOF, the undersigned, being the trustees of the Trust, have executed this Certificate of Trust as of the date first-above written.

THE BANK OF NEW YORK (DELAWARE)
as Delaware Trustee
By:	/s/ Kristine K. Gullo
Name:	Kristine K. Gullo
Title:	Asst. Vice President
MICHAEL J. CAVANAGH, as Administrative Trustee
/s/ Michael J. Cavanagh
MARK I. KLEINMAN, as Administrative Trustee
/s/ Mark I. Kleinman