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Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): November 12, 2008

JPMORGAN CHASE & CO.

(Exact name of registrant as specified in its charter)

Delaware

(State or Other Jurisdiction of Incorporation)


1-5805		13-2624428
(Commission File Number)		(IRS Employer Identification No.)

270 Park Avenue, New York, NY		10017
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code:

(212) 270-6000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01

Regulation FD Disclosure

On November 12, 2008, JPMorgan Chase & Co. (“JPMorgan Chase” or the “Firm”) presented information at an investor conference. The associated slide presentation is included as Exhibit 99.1 hereto.

The attached exhibit is being furnished pursuant to Item 7.01, and the information contained therein shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities under that Section. Furthermore, the information contained in the exhibit shall not be deemed to be incorporated by reference into the filings of the Firm under the Securities Act of 1933.

Item 9.01

Financial Statements and Exhibits

(c) Exhibits


Exhibit Number		Description of Exhibit

99.1		JPMorgan Chase & Co. Slide Presentation

The attached exhibit contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based upon the current beliefs and expectations of JPMorgan Chase’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. Factors that could cause JPMorgan Chase’s actual results to differ materially from those described in the forward-looking statements can be found in JPMorgan Chase’s Quarterly Reports on Form 10-Q for the quarters ended June 30, 2008, March 31, 2008 and September 30, 2008, and its Annual Report on Form 10-K for the year ended December 31, 2007, each of which has been filed with the Securities and Exchange Commission and is available on JPMorgan Chase’s website (www.jpmchase.com) and on the Securities and Exchange Commission’s website (www.sec.gov). JPMorgan Chase does not undertake to update the forward-looking statements to reflect the impact of circumstances or events that may arise after the date of the forward-looking statements.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


JPMORGAN CHASE & CO. (Registrant)

By:		/s/ Anthony J. Horan
		Anthony J. Horan Corporate Secretary

Dated: November 12, 2008

EXHIBIT INDEX


Exhibit Number		Description of Exhibit

99.1		JPMorgan Chase & Co. Slide Presentation

JPMorgan Chase & Co. Slide Presentation

Jamie Dimon

Chairman and Chief Executive Officer

Merrill

Lynch Banking & Financial Services Investor Conference

Exhibit 99.1

Part I -

Firm and line of business update

Part II -

Key investor topics

Bear Stearns and WaMu

updates

Consumer credit

Commercial Banking credit

Capital management

Revenue growth drivers

Comments on environment

4Q08 outlook recap

Conclusions

Agenda

The figures reflected in this presentation refer to heritage-JPMorgan

Chase figures only, except where specifically noted as being pro

forma combined for the Washington Mutual transaction

P A R T I -

F I R M A N D L I N E OF B U S I N E S S U P D A T E

3Q08 Managed Results

$ in millions

Managed basis presents revenue and credit costs without the effect of credit card securitizations. Revenue is on a fully taxable-equivalent (FTE) basis. All references to credit costs

refer to managed provision for credit losses

Includes pretax merger-related costs of $96mm, $155mm, and $61mm in 3Q08, 2Q08, and 3Q07, respectively

Actual numbers for all periods, not over/under

See note 1 on slide 38

3Q08

2Q08

3Q07

2Q08

3Q07

Results excl. WaMu

merger-related items

Revenue (FTE)

$16,088

($3,590)

($889)

(18)%

(5)%

Credit Costs

4,684

399

2,321

98%

Expense

11,137

(1,040)

1,810

(9)%

19%

Net Income

$1,167

($836)

($2,206)

(42)%

(65)%

EPS

$0.28

($0.26)

($0.69)

(48)%

(71)%

Estimated WaMu

merger-related items

(640)

Reported Net Income

$527

($1,476)

($2,846)

(74)%

(84)%

Reported EPS

$0.11

($0.43)

($0.86)

(80)%

(89)%

ROE

11%

ROE Net of GW

10%

18%

ROTCE

10%

20%

$ O/(U)

O/(U) %

Investment Bank

Actual numbers for all periods, not over/under

Average loans include the impact of a loan extended to Bear Stearns during April and

May. Excluding this facility, the ratio would have been 3.46% for 2Q08

Calculated based on average equity. 3Q08 average equity was $26B

Average Trading and Credit Portfolio VAR

Net income of $882mm on revenue of $4.0B; pretax income of

$16mm

Reflects benefit from reduced deferred tax liabilities

IB fees of $1.6B up 20% YoY

Fixed Income Markets revenue of $815mm up 19% YoY reflecting:

Net markdowns of $2.6B on mortgage-related positions

Net markdowns of $1.0B on leveraged lending funded and

unfunded commitments

Record results in rates and currencies and strong

performance in credit trading, emerging markets and

commodities

Gain of $343mm due to the widening of the Firm's credit

spread on certain structured liabilities

Record Equity Markets revenue of $1.7B up $1.1B YoY driven by

strong trading results and client revenue. Results also impacted

by gain of $429mm due to the widening of the Firm's credit

spread on certain structured liabilities

Credit Portfolio down from prior year reflecting markdowns due

to the widening of counterparty credit spreads

Credit costs of $234mm driven by increased allowance,

reflecting a weakening credit environment. Total ALL of $2.7B

Net charge-offs of $13mm

Expense up 60% YoY largely driven by higher compensation

expense and additional operating costs relating to the Bear

Stearns merger

Bear Stearns merger integration progressing well

Increased allocated equity to $33B

$ in millions

3Q08

2Q08

3Q07

Revenue

$4,035

($1,435)

$1,089

Investment Banking Fees

1,593

(142)

263

Fixed Income Markets

815

(1,532)

128

Equity Markets

1,650

571

1,113

Credit Portfolio

(23)

(332)

(415)

Credit Costs

234

(164)

Expense

3,816

(918)

1,438

Net Income

$882

$488

$586

Key Statistics

Overhead Ratio

95%

87%

81%

Comp/Revenue

54%

57%

40%

ALL / average loans

3.85%

3.19%

1.80%

NPLs

($mm)

$436

$313

$265

ROE

13%

VAR ($mm)

$218

$149

$107

EOP Equity ($B)

$33.0

$26.0

$21.0

$ O/(U)

Net markdowns of $1.0B for the quarter

$12.9B of legacy commitments with gross markdowns of $3.8B, or 29% at 9/30/08;

market value at 9/30/08 of $9.1B

$16.3B of legacy commitments at 6/30/08

($3.4B) reduction, or 21% of exposure

$12.9B of legacy commitments at 9/30/08 classified as held-for-sale

Valuations are deal specific and result in a wide range of pricing levels; markdowns

represent best indication of prices at 9/30/08

IB Key Risk Exposures

Legacy

Leveraged Lending

Note: Exposures are stated on a trade date basis. $8.5B total commitments at 9/30/08 classified as held-for-investment

Exposure as of

6/30/2008

Exposure

reduction

Exposure as of

9/30/2008

Prime

$8.9

($6.6)

$2.3

Alt-A

10.7

(4.9)

5.8

Subprime

1.8

(0.6)

1.2

Subtotal Residential

$21.4

($12.1)

$9.3

CMBS

11.6

(2.3)

9.3

Mortgage Exposure

$33.0

($14.4)

$18.6

3Q08 reductions of over 40% on mortgage-related exposures include:

$2.6B of net markdowns

$11.8B of sales, including $4.3B to Corporate

Prime / Alt-A gross exposure of $8.1B, difficult to hedge effectively

Prime -

securities of $2.3B, mostly AAA-rated

Alt-A -

securities of $1.9B, mostly AAA-rated and $3.9B of first lien mortgages

Subprime gross exposure of $1.2B, actively hedged

CMBS gross exposure of $9.3B, actively hedged

$3.4B of securities, of which 58% are AAA-rated; 18% fixed-rate / 82% floating-rate

$5.9B of first lien mortgages

$18.6B of remaining IB positions in two buckets:

$12.0B –

on-going trading positions

$6.6B –

separately managed liquidating portfolio in IB

IB Key Risk Exposures

Mortgage-related

$ in billions

Retail Financial Services—Drivers

Key Statistics¹

$ in billions

Actual numbers for all periods, not over/under

Does not include held-for-sale loans

Balance

reflects

predominantly

subprime

mortgages

owned.

9/30/08,

$34.8B

held-for-

investment prime mortgage loans sourced by RFS and $7.2B of prime mortgages sourced by Asset

Management are reflected in Corporate for reporting and risk management purposes. The economic

benefits of these loans flow to RFS

Average deposits up 2% YoY

Branch production statistics YoY

Checking accounts up 10%

Credit card sales up 6%

Mortgage originations down 6%

Investment sales up 1%

Mortgage loan originations down 4%

YoY, down 33% QoQ

Declines reflect tighter underwriting

standards and the overall reduction

in liquidity in the financial markets

For 3Q08, greater than 90% of

mortgage originations fall under

agency and government programs

Home Equity originations down 77%

YoY due to tighter underwriting

standards

3rd party mortgage loans serviced up

14% YoY

3Q08

2Q08

3Q07

Regional Banking

Average Deposits

$210.2

$213.9

$205.3

Checking Accts (mm)

11.7

11.3

10.6

# of Branches

3,179

3,157

3,096

# of ATMs

9,308

9,310

8,943

Investment Sales ($mm)

$4,389

$5,211

$4,346

Home Equity Originations

$2.6

$5.3

$11.2

Avg

Home Equity Loans Owned

$94.8

$95.1

$91.8

Avg

Mortgage Loans Owned

2,3

$14.3

$15.6

$9.9

Mortgage Banking

Mortgage Loan Originations

$37.7

$56.1

$39.2

3rd Party Mortgage Loans Svc'd

$682

$659

$600

Auto

Auto Originations

$3.8

$5.6

$5.2

Avg

Auto Loans and Leases

$46.1

$47.0

$42.4

Retail Financial Services

Actual numbers for all periods, not over/under

The net charge-off rate for 3Q08 and 2Q08 excluded $45mm and $19mm, respectively of charge-offs

related to prime mortgage loans held by Treasury in the Corporate segment, respectively

Calculated based on average equity. 3Q08 average equity was $17B

Net income of $247mm, down 61% YoY driven by

increased credit costs and higher noninterest

expense offset partially by revenue growth in all

businesses

Revenue of $4.9B up 16% YoY

Credit costs reflect $450mm in additions to the

allowance for subprime mortgage and home equity

loans, and higher estimated losses for the home

lending portfolio

Current allowance for loan losses is $5.0B

An additional provision for prime mortgage loans

of $250mm has been reflected in the Corporate

segment. Certain prime mortgage loans are

retained in the Corporate segment

Regional Banking net income of $218mm, down 64%

YoY, reflects significant increases in credit costs

Net revenue of $3.7B increased 11% YoY due to

higher loan and deposit balances, wider deposit

spreads and higher deposit-related fees offset

partially by declines in education loan sales

Mortgage banking net loss of $50mm due to higher

mortgage reinsurance losses offset partially by

increased servicing and production revenue

Auto Finance net income of $79mm up 4% YoY

$ in millions

3Q08

2Q08

3Q07

Net Interest Income

$3,144

$89

$463

Noninterest Revenue

1,731

(229)

211

Total Revenue

$4,875

($140)

$674

Credit Costs

1,678

346

998

Expense

2,772

102

303

Net Income

$247

($359)

($392)

Regional Banking

$218

($136)

($393)

Consumer and Business Banking

723

132

Loan Portfolio/Other

(505)

(185)

(525)

Mortgage Banking

(50)

(219)

(2)

Auto Finance

$79

($4)

Key Statistics

Overhead (excl. CDI)

55%

51%

56%

Net Charge-off Rate

2.44%

1.99%

0.82%

Allowance for Loan Losses to EOP Loans

2.64%

2.39%

1.22%

ROE

14%

16%

EOP Equity ($B)

$25.0

$17.0

$16.0

$ O/(U)

JPM 30-day delinquency trend

Comments on home equity portfolio

Home Equity

Note: CLTV = Combined-Loan-to-Value. This metric represents how much equity the borrower has in the property

Key statistics

1.00%

1.50%

2.00%

2.50%

3.00%

Sep-

Dec-

Mar-

Jun-

Sep-

Dec-

Mar-

Jun-

Sep-

Dec-

Mar-

Jun-

Sep-

3Q08

2Q08

3Q07

EOP owned portfolio ($B)

$94.6

$95.1

$93.0

Net charge-offs ($mm)

$663

$511

$150

Net charge-off rate

2.78%

2.16%

0.65%

Nonperforming loans ($mm)

$1,142

$1,008

$556

Significant underwriting

changes

made

over

the

past

year

include

elimination

stated

income

loans and

state/MSA

based

reductions

maximum

CLTVs

based

expected

housing price

trends. Maximum CLTVs

now range from 50% to 80%

New originations down significantly in 3Q08

High CLTVs

continue to perform poorly, exacerbated by housing price declines in key geographies

Continued deterioration

—

quarterly

losses

could

high

$725-$850mm

over

the

several quarters (net charge-offs of 3.25% to 3.75%)

Subprime Mortgage

JPM 30-day delinquency trend

Comments on subprime mortgage portfolio

Excludes mortgage loans held in the Community Development loan portfolio

Key statistics

10%

15%

20%

25%

30%

Sep-

Dec-

Mar-

Jun-

Sep-

Dec-

Mar-

Jun-

Sep-

Dec-

Mar-

Jun-

Sep-

Subprime

Portfolio experiencing credit deterioration as a result of risk layering and housing price

declines

Eliminated new production and portfolio is in run-off

Continued deterioration

—

quarterly

losses

could

high

$375-$425mm

early

2009

EOP

owned

portfolio

($B)

$13.4

$14.8

$12.1

Q08

Q07

Net charge

-offs ($mm)

$273

$192

$40

Net charge

-off rate

7.65%

4.98

1.62%

Nonperforming loans

($mm)

$2,384

$1,715

$790

Comments on prime mortgage portfolio

Note: CLTV = Combined-Loan-to-Value. This metric represents how much equity the borrower has in the property

Key statistics

JPM 30-day Delinquency Trend

0.00%

0.50%

1.00%

1.50%

2.00%

2.50%

3.00%

3.50%

4.00%

4.50%

5.00%

5.50%

Sep-

Dec-

Mar-

Jun-

Sep-

Dec-

Mar-

Jun-

Sep-

Dec-

Mar-

Jun-

Sep-

Prime

CA/ FL exhibit the highest charge-off rates and account for 80% of 3Q08 losses while only 37% of the

outstanding portfolio

The loss contribution is greatest from the 2006 and 2007 vintages

Recent underwriting changes for non-conforming loans include:

Eliminated stated income

Reduced allowable CLTVs (all markets); set even tighter CLTV limits in markets with declining HPAs

Exited broker business

Tightened underwriting standards even further for Florida

Quarterly losses could be as high as $300mm in early 2009 (net charge-offs of 2.25% to 2.50%)

Includes

Construction

Loans

and

Loans

eligible

for

repurchase

well

loans

repurchased

from

GNMA

pools

that

are

insured

government

agencies

Prime Mortgage

3Q08

2Q08

3Q07

EOP balances in Corporate ($B)

$42.0

$42.6

$32.8

EOP

balances

RFS

($B)

$4.9

$4.6

$2.8

Total

EOP balances ($B)

$46.9

$47.2

$35.6

Corporate net charge-offs ($mm)

$130

$84

RFS net charge

-offs ($mm)

$47

$20

Total net charge

-offs ($mm)

$177

$104

Net charge

-off rate

(%)

51%

0.91%

0.11

Nonperforming loans

($mm)

$1,496

$1,232

$282

Card Services (Managed)

Actual numbers for all periods, not over/under

Calculated based on average equity. 3Q08 average equity was $14.1B

$ in millions

3Q08

2Q08

3Q07

Revenue

$3,887

$112

$20

Credit Costs

2,229

866

Expense

1,194

(68)

Net Income

$292

$42

($494)

Key Statistics ($B)

Avg

Outstandings

$157.6

$152.8

$148.7

EOP Outstandings

$159.3

$155.4

$149.1

Charge Volume

$93.9

$93.6

$89.8

Net Accts Opened (mm)

3.6

4.0

Managed Margin

8.18%

7.92%

8.29%

Net Charge-Off Rate

5.00%

4.98%

3.64%

30-Day Delinquency Rate

3.69%

3.46%

3.25%

ROO (pretax)

1.17%

1.04%

3.31%

ROE

22%

EOP Equity ($B)

$15.0

$14.1

$ O/(U)

Net income of $292mm down 63% YoY; decline in

results driven by increase in credit costs,

partially offset by lower noninterest expense

Credit costs up $866mm or 64% YoY due to

higher net charge-offs and an increase of

$250mm in the allowance for loan losses

Net charge-off rate of 5.00% was up from

3.64% YoY and 4.98% QoQ

Average outstandings of $157.6B up 6% YoY and

3% QoQ

Charge volume growth of 5% YoY and flat QoQ

Revenue of $3.9B up 1% YoY and 3% QoQ

Managed margin of 8.18% was down from 8.29%

YoY and up from 7.92% QoQ

Expense of $1.2B down 5% YoY driven by lower

marketing expense and was flat QoQ

Commercial Banking

Actual numbers for all periods, not over/under

Includes deposits and deposits swept to on-balance sheet liabilities

Calculated based on average equity. 3Q08 average equity was $7B

Net income of $312mm up 21% YoY, driven by

record revenue, partially offset by higher

provision for credit losses and noninterest

expense

Average loans up 18% YoY with growth in Middle

Market and Mid-Corporate. Liability balances up

13% YoY

Record revenue of $1.1B up 11% YoY, reflecting

higher revenue in all major products

Credit costs reflect a weakening credit

environment and growth in loan balances

Majority of NPLs and NCOs are related to

residential real estate

Continue to monitor commercial real estate

portfolio, which is expected to trend

towards normalized levels

Expense up 3% YoY with overhead ratio of 43%

$ in millions

3Q08

2Q08

3Q07

Revenue

$1,125

$19

$116

Middle Market Banking

729

Mid-Corporate Banking

236

Real Estate Banking

(3)

(17)

Other

Credit Costs

126

Expense

486

Net Income

$312

($43)

$54

Key Statistics

Avg

Loans & Leases ($B)

$72.3

$71.1

$61.3

Avg

Liability Balances ($B)

$99.4

$88.1

Overhead Ratio

43%

47%

Net Charge-Off Rate

0.22%

0.28%

0.13%

ALL / average loans

2.65%

2.61%

2.67%

NPLs

($mm)

$572

$486

$134

ROE

18%

20%

15%

EOP Equity ($B)

$8.0

$7.0

$6.7

$ O/(U)

Treasury & Securities Services

$ in millions

3Q08

2Q08

3Q07

Revenue

$1,953

($66)

$205

Treasury Services

897

117

Worldwide Securities Svcs

1,056

(111)

Expense

1,339

205

Net Income

$406

($19)

$46

Key Statistics

Avg

Liability Balances ($B)

$260.0

$268.3

$236.4

Assets under Custody ($T)

$14.4

$15.5

$15.6

Pretax Margin

29%

33%

ROE

46%

49%

48%

TSS Firmwide

Revenue

$2,672

$2,721

$2,412

TS Firmwide

Revenue

$1,616

$1,554

$1,444

TSS Firmwide

Avg

Liab

Bal ($B)

$359.4

$367.7

$324.5

EOP Equity ($B)

$4.5

$3.5

$3.0

$ O/(U)

Actual numbers for all periods, not over/under

Includes deposits and deposits swept to on-balance sheet liabilities

Calculated based on average equity. 3Q08 average equity was $3.5B

Net income of $406mm up 13% YoY

Pretax margin of 29%

Liability balances up 10% YoY

Assets under custody down 8% YoY

Revenue up 12% YoY

Higher client volumes across

businesses

Record revenue in TS

WSS benefited from wider spreads on

liability products and in securities

lending and foreign exchange as a

result of recent market conditions

Expense up 18% YoY due to:

Business and volume growth

Investment in new product platforms

Results include a benefit from reduced

deferred tax liabilities

Asset Management

$ in millions

Actual numbers for all periods, not over/under

Reflects $15B for assets under management and $68B for assets under supervision from the Bear

Stearns merger on May 30, 2008

Reflects the transfer in 2007 of held-for-investment prime mortgage loans from AM to Treasury

within the Corporate segment

Calculated based on average equity. 3Q08 average equity was $5.5B

3Q08

2Q08

3Q07

Revenue

$1,961

($103)

($244)

Private Bank

631

(77)

Institutional

486

(117)

Retail

399

(91)

(240)

Private Wealth Management

352

(4)

Bear Stearns Brokerage

Credit Costs

Expense

1,362

(38)

(4)

Net Income

$351

($44)

($170)

Key Statistics ($B)

Assets under Management

$1,153

$1,185

$1,163

Assets under Supervision

$1,562

$1,611

$1,539

Average Loans

$39.8

$39.3

$30.9

Average Deposits

$65.6

$70.0

$59.9

Pretax Margin

30%

31%

38%

ROE

25%

31%

52%

EOP Equity

$7.0

$5.2

$4.0

$ O/(U)

Net income of $351mm down by 33% YoY, largely

driven by lower revenue

Pretax margin of 30%

Assets under management of $1.2T, down 1% YoY

Market declines drove AUM down by $133B

Net AUM flows of $123B for the past 12 months;

$46B for the quarter

Growth of 11% in alternative assets and $15B from

the Bear Stearns merger

Revenue of $2.0B down 11% YoY due to:

Lower performance fees and the effect of lower

markets, including the impact of lower market

valuations of seed capital investments;

Offset partially by the benefit of the Bear Stearns

merger and increased revenue from higher loan and

deposit balances

Varied global investment performance

77% of mutual fund AUM ranked in the first or

second quartiles over past five years; 67% over past

three years; 49% over one year

Expense was flat YoY, as the effect of the Bear

Stearns merger and increased headcount were offset

by lower performance-based compensation

Corporate/Private Equity

Private Equity

Private Equity losses of $206mm

EOP Private Equity portfolio of $7.5B

Represents 7.5% of shareholders’

equity less goodwill

Corporate

Net loss of $1.1B includes after-tax

items:

$642mm loss on FNM and FRE

preferred securities

$248mm charge related to offer to

repurchase auction-rate securities

$234mm for addition to allowance for

loan losses and net charge-offs for

prime mortgage portfolio

Merger-Related Items

Washington Mutual (estimated)

($1.2B) conforming loan loss reserve adjustment

(after-tax)

$581mm extraordinary gain (after-tax)

Bear Stearns

($95mm) of merger-related items (after-tax)

Includes after-tax merger cost of $38mm in 3Q07

Corporate/Private

Equity

net

income

millions

3Q08

2Q08

3Q07

Private Equity

($164)

($263)

($573)

Corporate

(1,064)

(1,083)

(1,206)

Merger-related items

(735)

(195)

(697)

Net Income

($1,963)

($1,541)

($2,476)

$ O/(U)

P A R T I I -

K E Y I N V E S T O R T O P I C S

Bear Stearns merger update

Still expect Bear Stearns’

units to contribute $1B +/-

annualized net income (after-

tax) by year-end 2009

Some businesses are stronger than previously thought (e.g. Equity prime brokerage)

Cost to de-risk is higher than previously thought but largely complete

Overall merger integration progressing well

Strategic Fit

Greatly enhances retail banking platform in attractive markets

Combined

deposits

$911B

and

5,410

branches

Expanding into attractive new markets (CA + FL)

Increases market share in existing largest fast-growing markets (NY, TX, IL, AZ, CO, UT)

Financially Compelling

Accretive immediately. Net income impact of approximately $0.50 per share in 2009, largely in

RFS.

4Q08

impact

$0.10

+/-;

does

not

include

merger

costs

approximately

$100mm

+/-

(after-tax)

purchase

accounting

adjustments

(including

any

additional

extraordinary

gain

loss)

Asset write-downs reduce risk to volatility in future earnings

Allows significant margin for error

Opportunity to grow revenue and realize significant cost savings

Ability to bring expanded Chase products and services to WaMu branches

Drive efficiencies in branch network and back office

JPMorgan Chase maintains strong capital and liquidity positions

Retail deposits add to stable funding base

Ability to execute

Proven capabilities with success in Bank One/Chase and Bank of New York transactions

Little overlap with Bear Stearns integration

WaMu provides unique opportunity to expand retail banking franchise

and generate attractive returns for JPMorgan Chase shareholders

Source: SNL Financial; branch data as of September 18, 2008; deposit data as of June 30, 2008

Source: SNL Financial

Note: Deposit data as of June 30, 2008; excludes deposits greater than $500mm in a single branch

2008-2013 projected demographic data

Combined retail franchise has leading market share in key states

19.7%

11.2%

11.4%

8.8%

21.1%

9.1%

3.7%

11.8%

6.9%

5.2%

1.6%

6.8%

11.3%

4.0%

17.5%

2.0%

11.6%

8.0%

1.5%

2.9%

Pop. growth (%)¹

Market share

Rank

$85.1

$77.3

$39.0

$24.0

$15.6

$13.8

$12.6

$12.4

$10.4

Adjusted deposits in 10 key states ($B)

$68.6

$29.3

$22.4

$14.4

$13.8

$12.4

$7.0

$16.5

$77.3

$9.7

$12.1

$12.4

$0.5

$3.4

$1.5

$1.3

New York

California

Texas

Illinois

Arizona

Michigan

Florida

Washington

Ohio

New Jersey

JPMorgan Chase

Washington Mutual

WaMu

integration update

Integrate branch system

Close fewer than 10% of combined branches

Optimize staffing in the branches

Convert Washington Mutual branches to Chase’s platform

Bring best sales and business practices to each

Leverage Washington Mutual branch footprint for growth

Introduce enhanced product offerings

Build out Business Banking (for small business clients)

Build out Middle Market

Benefits Private Bank and Private Client Services

Consumer lending

Run-off existing home lending and sub-prime credit card portfolios

Exit all non-bank branch retail lending

Future originations to Chase standards

Integrate mortgage servicing

Integration plan generates top and bottom line growth

Current View the Same

Cautious

WaMu

integration update —

on track

People

Senior management decisions within first 5 days

Management teams announced across all staff and businesses

On track

for

full

people

decisions

December

Branches

Conversion

timeline

complete

December

All major

systems

converted

end

2009

–

not

sooner

Business

Deposit outflow reversed in first 5 days

Foreclosure prevention effort announced

Vermont

Alabama

Arizona

Arkansas

California

Colorado

Connecticut

Delaware

Florida

Georgia

Idaho

Illinois

Indiana

Iowa

Kansas

Kentucky

Louisiana

Maine

Maryland

Massachusetts

Michigan

Minnesota

Mississippi

Missouri

Montana

Nebraska

Nevada

New Hampshire

New Jersey

New Mexico

New York

North Carolina

North Dakota

Ohio

Oklahoma

Oregon

Pennsylvania

Rhode Island

South Carolina

South Dakota

Tennessee

Texas

Utah

Virginia

Washington

West Virginia

Wisconsin

Wyoming

Impact of housing on consumer businesses

Florida

Arizona

Florida

Arizona

California

Nevada

California

Nevada

Source: Fiserv

Lending

Solutions

Case-Shiller

Home

Price

Index;

based

latest

data

available

for

housing

price

change

(data

2Q08)

Source: Bureau of Labor Statistics

$ in billions

30+ Day Delinquency Rate

Net Charge-off Rate

CA,NV,FL,AZ

9/30/08

9/30/07

3Q08

3Q07

3Q08 EOP

Loans

Home Equity

4.00%

1.60%

6.70%

1.10%

$26.4

Prime Mortgage

10.20%

2.40%

3.10%

0.10%

$19.3

Subprime Mortgage

29.80%

10.50%

11.00%

1.40%

$4.4

Auto Finance

2.90%

1.32%

2.30%

1.08%

$7.5

Business Banking

2.40%

0.60%

1.20%

0.30%

$1.4

Card Services

4.90%

3.50%

7.20%

3.90%

$34.3

High housing-stress states

Moderate housing-stress states

U.S. (less CA, NV, FL, AZ)

YOY Housing Price Change¹

(11.90)%

September

2008 Unemployment Rate

5.80%

CA, NV, FL, AZ

YOY Housing Price Change¹

(27.90)%

September

2008 Unemployment Rate

7.20%

30+ Day Delinquency Rate

Net Charge-off Rate

U.S. (less

CA,NV,FL,AZ)

9/30/

3Q08

3Q0

3Q08 EOP

Loans

Home Equity

2.00%

1.50%

1.30%

0.50%

$68.2

Prime Mortgage

8.70%

5.50%

0.40%

0.20%

$27.5

Sub

prime Mortgage

25.30%

12.30%

6.70%

1.50%

$8.9

Auto Finance

2.00%

1.36%

1.10%

0.90%

$29.2

Business Banking

1.90%

1.60

1.20%

0.80%

$15.1

Card Services

3.20%

3.10%

4.20%

3.50%

$116.7

0.00

1.00

2.00

3.00

4.00

5.00

6.00

7.00

8.00

9.00

1985

1986

1987

1988

1989

1990

1991

1992

1993

1994

1995

1996

1997

1998

1999

2000

2001

2002

2003

2004

2005

2006

2007

2008

Industry credit card NCO rate (%)

U.S. unemployment rate (%)

Industry credit card NCO rate¹

vs. U.S. unemployment rate²

Source: Bureau of Labor Statistics; U.S. Department of Labor; Federal Reserve

Note: 3Q08 NCO rate unavailable

Seasonally-adjusted NCO rates for U.S. commercial banks

Seasonally-adjusted civilian (age 16+) unemployment rates

Historical trends in industry credit card net charge-offs

and unemployment

Comments on consumer credit

Home equity experiencing continued deterioration; quarterly losses could be as high as

$725-$850mm over the next several quarters (net charge-offs of 3.25% to 3.75%)

Subprime mortgage quarterly losses could be as high as $375-$425mm in early 2009

Prime mortgage deterioration within prior range; quarterly losses could be as high as

$300mm in early 2009 (net charge-offs of 2.25% to 2.50%)

Credit card losses of approximately 5%+ in 4Q08; reasonable expectation that charge-offs

will be at 6% at the start of 2009 and at 7%+ by year-end (ex. WaMu)

Across all consumer credit lending portfolios, credit could deteriorate further in future

depending on home prices, unemployment and the economy

Likely additions to reserves in 4Q08

Foreclosure prevention efforts –

The Way Forward

Systematically

review

the

entire

mortgage

portfolio

determine

proactively

which

homeowners

are

most

likely

require

help

–

and

try

provide

before

they

are

unable

make payments

Proactively reach out to homeowners to offer pre-qualified modifications

Establish 24 new regional counseling centers to provide face-to-face help

Add 300 more loan counselors so that delinquent homeowners can work with the same

counselor throughout the process. Will add more counselors as needed

Create an independent process within Chase to review each mortgage before it is sent into

foreclosure –

to validate each borrower was offered appropriate modifications

Will not add any more Chase owned loans into the foreclosure process while implementing

enhancements

Disclose and explain in plain and simple terms the refinancing or modification alternatives for

each kind of loan, including using in-language communications

Expand the range of alternatives offered to modify pay-option ARMs

Offer discounts on or donate 500 homes to community groups or government programs

Use more flexible eligibility criteria and modification terms

Chase Foreclosure Prevention Program

0.00%

0.22%

0.04%

3.51%

0.22%

0.07%

0.02%

1.28%

0.11%

0.00%

0.08%

1.58%

0.00%

1.00%

2.00%

3.00%

4.00%

Middle Market

Mid-Corporate

WaMu

Real Estate Banking

1Q08

2Q08

3Q08

0.44%

0.28%

0.54%

2.44%

0.44%

0.26%

3.18%

0.38%

0.64%

0.61%

3.68%

0.65%

0.00%

1.00%

2.00%

3.00%

4.00%

Middle Market

Mid-Corporate

WaMu

Real Estate Banking

1Q08

2Q08

3Q08

Commercial Banking credit quality

Majority of NPLs

and NCOs continue to come from Real Estate Banking

For September 2008 YTD in Real Estate Banking, housing comprises

97% of the NPL’s

and 95% of NCO’s

WaMu Commercial Term Lending

credit quality in line with Middle Market and Mid-Corporate ratios

Real Estate NPL YTD 9/30

Commercial RE 0.16%

Housing 13.80%

Real Estate NCO YTD 9/30

Commercial RE 0.12%

Housing 5.79%

1, 2

Includes Multi-family lending, Commercial Real Estate lending and Commercial Mortgage lending

3Q08 data includes impact of fair value marks on purchased credit impaired loans

Reflects credit ratios in Real Estate Banking segment of JPMorgan Chase

Total 3Q08

avg. loans

$43.2B

$16.5B

$44.5B

$7.5B

Total 3Q08

avg. loans

$43.2B

$16.5B

$44.5B

$7.5B

NPL Ratio by business

NCO Ratio by business

Allowance to loan losses coverage ratios

$ in millions

Loan balances are on a reported basis and exclude held-for-sale loans

Note: Consumer businesses reflect EOP balances, while the Wholesale businesses reflect average balances

All figures are JPMorgan Chase only

Firmwide total also includes Other RFS, TSS, AM and Corporate wholesale balances

There

will

additional

4Q08

Card

reserve

build

the

WaMu

credit

card

portfolio

(already

incorporated

WaMu

4Q08

guidance)

As of 3Q08

Loan

Balances

LLR

LLR /

Loans

NCO rate

Potential 4Q08

Reserve Build

Home Lending (includes prime

mortgage balances in Corporate)

154,825

4,896

3.16

2.85%

$1,2

00 +/-

Card Services

77,565

3,951

5.09

5.00%

$750 +/-

Commercial

Banking

71,901

1,905

2.65

0.22%

50 +/-

Investment Bank

69,022

2,654

3.85

0.07%

$400 +/-

Total Firmwide

534,074

$14,541

2.72%

1.91%

112

9.2%

8.9%

8.4%

8.3%

100

120

3Q07

4Q07

1Q08

2Q08

3Q08

5.0%

6.0%

7.0%

8.0%

9.0%

10.0%

Tier 1 Capital

Tier 1 Capital Ratio

Current position

See note 1 on slide 38

3Q08

capital

ratios

incorporate the

impact

WaMu

transaction

Capital management / fortress balance sheet

Maintained strong capital positions

Raised $11.5B of common equity on 9/30/08

Strong liquidity and funding position

Well-positioned

support

our

clients’

needs

Capital allocation to businesses updated and increased

View toward future implementation of new Basel II capital rules and off-balance sheet accounting

standards

Funding costs charged by Treasury to businesses are constantly reviewed and updated to reflect

market conditions

Basel II Tier I ratio would be higher

1,029

1,052

1,076

1,261

1,079

7.7%

7.4%

6.7%

6.6%

6.8%

200

400

600

800

1,000

1,200

1,400

3Q07

4Q07

1Q08

2Q08

3Q08

5.0%

6.0%

7.0%

8.0%

9.0%

10.0%

RWA

TCE/Managed RWA¹

Tier 1 Capital under Basel I -

$ in billions

Risk Weighted Assets under Basel I -

$ in billions

Tier 1 ratio estimated at 10.8% as of 9/30/08

Continued focus on fortress balance sheet as strategic imperative

TARP overview

Use of TARP capital

TARP impact

Pro forma capital ratios

Received $25B for issuance of 5% preferred

shares to Department of Treasury (after 5 years,

dividend rate increases to 9%)

Issued to Treasury warrants to purchase 88.4mm

shares of common stock; exercise price of

$42.42 (50% of warrants expire if Firm raises

$25B of preferred and/or common equity by

12/31/09)

Future dividend increases or share repurchases

subject to Treasury approval for 3 years

Firm executive compensation and tax

deductibility subject to certain limitations

No golden parachute. No change in control

FDIC guarantee on unsecured senior debt

Did not need or ask for capital

Asymmetric benefits to recipients

Do not believe JPM should stand in the way of

what is good for the system

Represents excess capital which we hope to

proactively put to good use for shareholders and

customers (which is good for our country)

Must maintain safe and sound lending

Will work to be creative around uses for capital

and will continue lending

Must maintain a healthy and vibrant company

Revenue growth drivers –

lending

Includes Other loans of $5.1B and $4.4B for 3Q08 and 3Q07 respectively

Represents retained loans

Education loans include loans held-for-sale of $1.2B and $3.2B for 3Q08 and 3Q07 respectively

Note: Data reflects heritage JPMorgan Chase balances

JPM continues to support client needs:

Since 3Q08, Mid-Corporate and IB loans are up approximately $8.0B. Business Banking and

Education loan balances have also increased

Wholesale unfunded revolving commitments total approximately $300B; large potential

draw on liquidity

Offered to repurchase about $4B of auction rate securities

Continue

originate

consumer

loans

all

types

with

tightened

underwriting

standards

(must

safe

and

sound)

home

equity,

mortgage,

education

and

auto

loans

Loan balances (period averages) -

$ in billions

3Q08

3Q07

Commercial Banking

Mid-Corporate

$16.5

37%

Middle Market (Private Sector)

32.6

Real Estate

7.5

Government, Non-profits, and Hospitals

10.6

45%

Total

Commercial

Banking

$72.3

18%

Investment Bank -

large corporate

$69.0

11%

Business Banking

$16.4

11%

Education loans

$14.1

44%

O / (U) %

Other revenue growth drivers

Key metrics

Includes deposits and deposits swept to on-balance sheet liabilities

Reflects the transfer in 2007 of held-for-investment prime mortgage loans from AM to Corporate within the Corporate/Private Equity segment

Good underlying momentum in core business drivers propelling organic growth across businesses

% Change YoY

3Q08

2Q08

1Q08

4Q07

3Q07

Retail Financial Services

Regional Banking Average Deposits

10%

Credit Cards Originated in Branches

18%

34%

59%

Commercial Banking

Liability Balances

13%

18%

22%

Treasury and Securities Services

Liability Balances

10%

23%

21%

30%

23%

Loans

29%

18%

22%

23%

35%

Assets under Custody

(8%)

15%

21%

Asset Management

Assets under Management

(1%)

13%

18%

24%

Loans

29%

37%

43%

13%

16%

Deposits

10%

25%

24%

26%

17%

Investing for the Future

# of ATMs

14%

# of Branches

16%

# of Branch Bankers & Sales Specialists

21%

23%

League table results

JPMorgan IB league table performance

Source: Thomson Reuters

Global M&A market share and ranking for 2007 includes transactions withdrawn since 12/31/07

Source: Dealogic

Note: Rankings as of 10/03/08; 2007 represents Full Year

Continue to rank #1 in the four most

important capital raising league tables for

YTD 3Q08

Global Debt, Equity & Equity-related

Global Debt

Global Equity

Global Loans

Ranked #1 in Global Fees for YTD 3Q08

with 8.8% market share

Thomson

Volumes

YTD 3Q

2007

Rank

Global M&A Announced

24.0%

27.0

Global Debt, Equity & Equity-related

9.7%

8.0

US Debt, Equity & Equity-related

15.0%

10.0

Global Equity & Equity-related

12.0%

Global Converts

13.4%

15.0

Global Long-term Debt

8.8%

7.0

Global Investment Grade Debt

7.2%

Global High Yield

Debt

20.8%

14.5%

US High Yield Debt

21.2%

16.3%

Global ABS (ex CDOs)

15.2%

11.5%

Global Loan Syndications

11.7%

13.1%

Maintaining leadership and growing market share positions

Retail Financial Services (includes WaMu)

Card Services

#1 in deposit market share

#3 in branch network

#2 in ATMs

Maintained market share in

mortgages and home equity at

15% in 3Q08

#3 in home equity originations

#3 in mortgage servicing

#1 in

auto

finance

(non-captive)

Ranked #1 in outstandings

24% of industry

outstandings

, up from 23%

in 2Q08 (includes WaMu)

Market share gains in spend

volume with 3Q08 YoY sales

growth of 5% amidst declines

in industry levels

Treasury & Securities Services

Asset Management

#1 in Automated Clearing House

Origination

CHIPS

and

Fedwire

#2 securities custodian

Largest hedge fund manager

Largest international AAA-

rated liquidity fund

Best Emerging Markets Fund

Source: 3Q08 company reports &

Wells Fargo/Wachovia press release

Source: Inside Mortgage Finance as of 3Q08

Source: Inside Mortgage Finance as of 2Q08

Source: Autocount (franchise), August 2008

Source: 3Q08 company reports

Absolute Return Magazine, March 2008 issue

iMoneyNet, December 2007

Investment Week, June 2007

#2 traditional middle market

lender in the U.S.

#1 originator of multi-family

loans in the U.S.

#2 asset-based lender in U.S.

Commercial Banking (includes WaMu)

Domestic GPCC O/S, Source: Carddata, 3Q08 company reports

Loan Pricing Corporation, 3Q08 YTD

FDIC and OTS as of 6/30/08

NACHA, 2008

Federal Reserve, 2008

Comments on Environment

Capital Markets Crisis

Recession

Critical steps taken:

Central governments have provided

powerful medicine to help promote

financial stablitiy

Problems known and being resolved,

however some financial recognition still

remaining

Little new asset generation

De-leveraging continuing

Liquidity still in market

We are prepared for a difficult environment

Could be deep

Could be worse than capital markets crisis

Factors

Rising unemployment: 4.8% at 10/07 to

6.5%

at 10/08

Oil, housing, consumer, etc.

Deep financial pressure

More de-leveraging

Round 2 financial effects

Commercial banks’

losses growing

—

Recognized slower

—

Need to build loan loss reserves

—

Need for capital

Investment portfolio losses

More financial tightening, de-leveraging

Cannot predict outcome

Source: Bureau of Labor Statistics, seasonally-adjusted data

4Q08 Outlook recap

Investment Bank

Retail Financial Services

Card Services

Treasury and Security Services

Corporate/Private Equity

Asset Management

Commercial Banking

Private Equity

Expect losses of $500mm +/-

Corporate

Net quarterly loss of $50-$100mm on average is still

reasonable except for:

—

Prime mortgage credit costs are incremental and

deteriorating

—

Investment portfolio volatility

Anticipate 4Q08 gain of approximately $600mm (after-tax)

11/1/08

dissolution

Chase

Paymentech

Potential increased funding costs due to Prime/LIBOR

compression

Lower charge volume

Expect losses of approximately 5%+ in 4Q08; reasonable

expectation that charge-offs will be at 6% at the start of

2009 and at 7% + by year-end (ex. WaMu)

Additions to reserves likely in 4Q08

Continued lower earnings is a reasonable expectation

Higher credit costs expected; reserve additions likely

Continued underlying growth, although impacted by market

conditions and levels

Washington Mutual

Net income impact of approximately $0.50 per share in

2009, largely in RFS. 4Q08 impact of $0.10 +/-; does not

include

merger

costs

approximately

$100mm

+/-

(after-

tax) or purchase accounting adjustments (including any

additional extraordinary gain or loss)

More detail to come on earnings expectations and segment

disclosure

Solid underlying growth

See home lending credit outlook on page 25

Additions to reserves likely in 4Q08

WaMu integration well underway

Good underlying growth

Strong credit reserves but credit is expected to deteriorate

Management and performance fees impacted by lower

market levels

Conclusions

Extremely cautious on current environment; expect highly challenging conditions in 2009

Recent government actions should help stabilize the markets and restore economic growth

We continue to lend and see evidence of organic growth and increased market share in our

businesses; will be creative and proactive in putting TARP capital to work

Fortress

balance

sheet

positions

well

during

uncertain

market

environment

WaMu

merger -

remain enthusiastic about great strategic fit and a unique opportunity to

expand retail banking franchise; Bear Stearns integration progressing well

We remain focused on navigating through this downturn by carefully managing risk while

investing and growing the franchise for the long term

This presentation includes non-GAAP financial measures.

TCE as used on slide 3 for purposes of a return on tangible common equity is defined as common

stockholders' equity less identifiable intangible assets (other than MSRs) and goodwill. TCE as used in slide

the

TCE/Managed

RWA

ratio,

which

used

for

purposes

capital

strength

calculation,

defined

common stockholders' equity plus a portion of preferred stock and junior subordinated notes (which have

certain equity-like characteristics due to their subordinated and long-term nature) less identifiable

intangible

assets

(other

than

MSRs)

and

goodwill.

For

3Q08,

the

identifiable

intangible

assets

and

goodwill

are deducted net of deferred tax liabilities related to identifiable intangibles created in non-taxable

transactions and deferred tax liabilities related to tax deductible goodwill. The latter definition of TCE is

used by the firm and some analysts and creditors of the firm when analyzing the firm's capital strength. The

TCE measures used in this presentation are not necessarily comparable to similarly titled measures provided

by other firms due to differences in calculation methodologies.

Financial results are presented on a managed basis, as such basis is described in the firm’s Quarterly Report

on Form 10-Q for the quarter ended September 30, 2008 and in the Annual Report on Form 10-K for the year

ended December 31, 2007.

All non-GAAP financial measures included in this presentation are provided to assist readers in

understanding certain trend information. Additional information

concerning such non-GAAP financial

measures can be found in the above-referenced filings, to which reference is hereby made.

Notes on non-GAAP financial measures and forward-looking statements

Forward looking statements

This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform

Act

1995.

Such

statements

are

based

upon

the

current

beliefs

and

expectations

JPMorgan

Chase’s

management

and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-

looking statements. Factors that could cause JPMorgan Chase’s actual results to differ materially from those

described in the forward-looking statements can be found in JPMorgan Chase’s Quarterly Reports on Form 10-Q for the

quarters ended March 31, 2008, June 30, 2008 and September 30, 2008, and its Annual Report on Form 10-K for the

year ended December 31, 2007, each of which has been filed with the Securities and Exchange Commission and

available on JPMorgan Chase’s website (www.jpmorganchase.com) and on the Securities and Exchange Commission’s

website (www.sec.gov). JPMorgan Chase does not undertake to update the forward-looking statements to reflect the

impact of circumstances or events that may arise after the date of the forward-looking statements.