J.P. Morgan & Co. announced a top management shuffle Tuesday that eliminated joint leadership in its investment banking and markets groups and set a new course for its management of electronic commerce initiatives.

The announcement came on the same day that Roberto G. Mendoza, a vice chairman and board member who helped build up Morgan's investment banking operations during his 32 years at the company, said he would resign, effective April 12.

Mr. Mendoza, 54, has played a largely strategic role at the company in addition to dealing directly with some of its biggest clients. Most recently he was called on to advise London-based National Westminster PLC in its takeover battle against Royal Bank of Scotland and Bank of Scotland.

Fellow vice chairman Walter A. Gubert, 52, will relinquish day-to-day responsibility over investment banking and step into a role similar to Mr. Mendoza's, "expanding and deepening the firm's global client franchise," a statement from the bank said.

A spokesman for Morgan said Mr. Mendoza's decision to retire was unrelated to Tuesday's management changes.

In addition, Morgan said it has created two main businesses. The investment banking group will combine investment banking, merger and acquisition advisory, and equity and debt capital markets worldwide, under the leadership of Clayton S. Rose.

Mr. Rose, 41, was a managing director in charge of equity underwriting, working closely with Mr. Gubert.

The markets group will unite all market-making activities, including cash and derivative debt, equity, and foreign exchange, under the leadership of William T. Winters, who will split his time between the New York and London offices.

Mr. Winters, 38, was a managing director in charge of derivatives and foreign exchange. He shared the management of Morgan's market-related activities with Nicolas S. Rohatyn, managing director in charge of credit markets.

Mr. Rohatyn, 39, will now oversee all of Morgan's electronic commerce projects. These include Market Axess, an Internet-based fixed income product that connects institutional investors and securities dealers; Cygnifi, an Internet company that offers derivatives and other risk management products and advice; and Lab60, Morgan's electronic business incubator.

"These changes align our leadership with key opportunities to broaden our client franchise and accelerate innovation to help our clients succeed in the new economy," said Douglas A. Warner 3d, chairman and chief executive officer, in a statement.

Mr. Mendoza's decision to leave the company surprised many onlookers, but some observers noted that an increasing number of banking executives are retiring around the age of 55. "It was a lifestyle change," said Norman Jaffe, a banking analyst at Fox-Pitt Kelton.

Analysts also noted, however, that Morgan and other banks are trying to adapt to changes since the passage of financial services reform legislation last year. "I give them credit for making the most of their strategy, but the world has changed and they and a lot of other financial institutions have some soul-searching to do," said Blaine A. Frantz, a banking analyst at Barclays Capital in New York.

In a brief announcement, Mr. Warner thanked Mr. Mendoza for playing a "central" role in developing Morgan's investment banking activities. Neither Mr. Mendoza nor Mr. Warner was available for comment.

Well-known as a workaholic, Mr. Mendoza helped propel Morgan into a top position in Latin American corporate finance and mergers and acquisitions advisory during the late 1980s and early 1990s. He stumbled badly in 1994 when he advised on a $1 billion capital raising program for Banco Espanol de Credito, or Banesto, arranging a $160 million investment in the Spanish bank by a Morgan-led fund.

The Spanish central bank seized Banesto after it discovered serious irregularities in its accounts. Banesto was sold to Banco Santander, now Banco Santander Central Hispano. Even after that episode, Mr. Mendoza continued to play a key role in Morgan's merchant banking operations.

Born in Cuba and educated at Yale University, Mr. Mendoza joined Morgan in 1967 and was named head of mergers and acquisitions in 1986. He was named vice chairman in 1990 under former Morgan chairman Dennis Weatherstone, joining an executive advisory triumvirate that included Rodney Wagner and Kurt Viermetz, both of whom have since retired from the bank.

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