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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): May 12, 2008

JPMORGAN CHASE & CO.

(Exact name of registrant as specified in its charter)


Delaware	1-5805	13-2624428
(State or Other Jurisdiction of Incorporation)	(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 May 12, 2008, JPMorgan Chase & Co. (“JPMorgan Chase” or the “Firm”) provided an investor presentation, which included a review of first quarter 2008 earnings, among certain other recent developments.

Exhibit 99.1 is a copy of slides furnished at, and posted on the Firm’s website in connection with, the presentation. The slides are 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 Exhibit 99.1 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


Exhibit Number		Description of Exhibit

99.1		JPMorgan Chase & Co. Analyst Presentation Slides — First Quarter 2008 Financial Results

This Current Report on Form 8-K (including Exhibit 99.1) 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 results to differ materially from those described in the forward-looking statements can be found in JPMorgan Chase’s 2007 Annual Report on Form 10-K for the year ended December 31, 2007 and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, both filed with the Securities and Exchange Commission and available at the Securities and Exchange Commission’s Internet site (http://www.sec.gov).

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 Horan
		Anthony Horan

Dated: May 13, 2008

EXHIBIT INDEX


Exhibit Number		Description of Exhibit

99.1		JPMorgan Chase & Co. Analyst Presentation Slides

JPMorgan Chase & Co. Analyst Presentation Slides

Jamie Dimon

Chairman and Chief Executive Officer

UBS Global Financial Services Conference

Exhibit 99.1

Firm and line of business update

Key investor topics

Prime mortgage

Comments on home lending credit

Commercial Banking credit

Bear Stearns merger update

Capital management 2Q08

Comments on environment

2Q08 outlook

Conclusions

Agenda

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

1Q08 Managed Results1

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 merger costs of $22mm in 4Q07 and $62mm in 1Q07

Actual numbers for all periods, not over/under

See note 1 on slide 31

$ in millions

1Q08

4Q07

1Q07

4Q07

1Q07

Revenue (FTE)1

$17,898

($377)

($1,843)

(2)%

(9)%

Credit Costs

5,105

1,944

3,504

61%

219%

Expense

8,931

(1,789)

(1,697)

(17)%

(16)%

Reported Net Income

$2,373

($598)

($2,414)

(20)%

(50)%

Reported EPS

$0.68

($0.18)

($0.66)

(21)%

(49)%

ROE

10%

17%

ROE Net of GW

12%

15%

27%

ROTCE

3, 4

13%

17%

30%

$ O/(U)

O/(U) %

Investment Bank

$ in millions

Net loss of $87mm on revenue of $3.0B, down 52% YoY

IB fees of $1.2B down 30% YoY, driven primarily by a

decline in debt underwriting fees

Ranked #1 for total Global Investment Banking Fees³;

market share grew from 7.2%³

in 2007 to 7.4%³

in 1Q08

Ranked

Global

Debt,

Equity

and

Equity-Related

for first time ever

Fixed Income Markets revenue of $466mm decreased 82%

YoY reflecting:

Markdowns of $2.6B: $1.2B on prime, Alt-A and

subprime mortgages; $1.1B on leveraged lending

commitments; $266mm on CDO warehouse and unsold

positions

All other trading results include record rates &

currencies and strong trading results in credit trading,

commodities and emerging markets. Mixed results in all

other businesses

Gain of $662mm from the widening of the firm’s credit

spread on certain structured liabilities

Equity Markets revenue of $1.0B down 37% YoY, driven by

weak trading results, offset partially by strong client

flows and gains of $287mm from the widening of the

firm’s credit spread on certain structured liabilities

Credit costs of $618mm were driven by increased

allowance, including the impact of the transfer of $4.9B

of leveraged lending commitments to the retained loan

portfolio

Actual numbers for all periods, not over/under

Average Trading and Credit Portfolio VAR

Source: Dealogic

Source: Thomson Financial

1Q08

4Q07

1Q07

Revenue

$3,011

($161)

($3,243)

Investment Banking Fees

1,206

(451)

(523)

Fixed Income Markets

466

(149)

(2,126)

Equity Markets

976

398

(563)

Credit Portfolio

363

(31)

Credit Costs

618

418

555

Expense

2,553

(458)

(1,278)

Net Income

($87)

($211)

($1,627)

Key Statistics

Overhead Ratio

85%

95%

61%

Comp/Revenue

41%

49%

42%

Allowance for loan losses

to average loans

2.55%

1.93%

1.76%

ROE

(2)%

30%

VAR ($mm)

$122

$123

$83

$ O/(U)

2007

1Q08

Rank

Global M&A Announced¹

27%

Global Debt, Equity & Equity-related

10%

US Debt, Equity & Equity-related

10%

15%

Global Equity & Equity-related

US Equity & Equity-related

11%

Global Long-term Debt

10%

Global Investment Grade Debt

Global High Yield Debt

12%

20%

Global Loan Syndications

13%

11%

League table results

Major 2007 Awards

Best Overall Investment Bank

Five bankers named

to 2007 Rainmaker List

Best Equity Capital Markets –

Global

Best Debt House-

Western Europe

Supranational/ Sovereign/

Agency/ Regional Bond House

Asia-Pacific Equity-linked House

U.S. Leveraged Finance House

Source: Thomson Financial

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

1Q08 IB fee and market share performance

2007 Derivatives

House of the Year

Best Derivatives House over the Past 20

Years

Best Credit Derivatives House –

Pioneer

and Modern Great

Leveraged Lending

Net additional markdown of $1.1B in 1Q08 on the remaining funded

and unfunded commitments of

$22.5B with gross markdowns in excess of 11% at 3/31/08

Mortgage-related

Prime / Alt-A exposure of $12.8B -

markdowns of $1.1B in 1Q08

Prime -

securities of $5.6B, mostly AAA-rated and $1.5B of first lien mortgages

Alt-A -

securities of $3.5B, mostly AAA-rated and $2.2B of first lien mortgages

Subprime exposure of $1.9B –

markdowns of $152mm in 1Q08

Exposure is hedged by approximately ($1.6B) of hedges and short positions

CMBS exposure of $13.5B

The majority is comprised of loans and securities of which 50% are AAA-rated

Collateralized Debt Obligation (“CDO”) Warehouse and Unsold Positions

CDO warehouse and unsold positions of $4.4B -

markdowns of $266mm in 1Q08

Mostly corporate credit underlying; no subprime

Municipal Finance-related

Municipal finance-related positions of $3.1B

Investment Bank Risk Topics (as of 3/31/08)

Bear Stearns will add to risk positions

Retail Financial Services -

Drivers

Key Statistics¹

($ in billions)

Actual numbers for all periods, not over/under

Does not include held-for-sale loans

Reflects primarily subprime mortgage loans owned. As of 3/31/08, $34.3B of held-for-investment prime mortgage loans sourced by RFS are reflected in Corporate for reporting and risk

management purposes. The economic benefits of these loans flow to RFS

Average deposits up 4% YoY

Branch production statistics YoY:

Checking accounts up 9%

Credit card sales up 18%

Mortgage originations up 39%

Investment sales down 15%

Home equity originations down 47% YoY

due to tighter underwriting standards

and housing market deterioration

Mortgage loan originations up 30% YoY

76% of 1Q08 mortgage loan

originations are conforming

3rd party mortgage loans serviced up

15% YoY

1Q08

4Q07

1Q07

Regional Banking

Average Deposits

$214.3

$208.5

$206.5

Checking Accts (mm)

11.1

10.8

10.2

# of Branches

3,146

3,152

3,071

# of ATMs

9,237

9,186

8,560

Investment Sales ($mm)

$4,084

$4,114

$4,783

Home Equity Originations

$6.7

$9.8

$12.7

Avg

Home Equity Loans Owned

$95.0

$94.0

$86.3

Avg

Mortgage Loans Owned

2,3

$15.8

$13.7

$8.9

Mortgage Banking

Mortgage Loan Originations

$47.1

$40.0

$36.1

3rd Party Mortgage Loans Svc'd

$627

$615

$546

Auto

Auto Originations

$7.2

$5.6

$5.2

Avg

Auto Loans and Leases

$45.1

$43.5

$42.5

Retail Financial Services

$ in millions

Actual

numbers

for

all

periods,

not

over/under

The net charge-off rate for 1Q08 and 4Q07 excluded $14mm and $2mm, respectively, of charge-offs related to prime mortgage loans held by Treasury in the Corporate sector

Net loss of $227mm driven by increased credit

costs

Revenue of $4.7B grew 15% YoY

Credit costs in 1Q08 include a $1.7B addition to

allowance (including $1.1B home equity and

$417mm subprime mortgage) and higher net

charge-offs across all segments

Expense growth of 7% YoY reflects higher

mortgage production and servicing expense and

investments in retail distribution

Regional Banking net loss of $433mm reflects a

significant increase in the provision for credit

losses. Net revenue of $3.4B was up 11% YoY,

benefiting from higher loan balances, wider loan

spreads, increased deposit-related fees and

higher deposit balances

Mortgage Banking net income of $132mm was up

57% YoY

driven by increased production revenue

Auto Finance net income of $74mm declined 13%

YoY

primarily due to increased credit costs

1Q08

4Q07

1Q07

Net Interest Income

$3,011

$306

$394

Noninterest Revenue

1,691

(419)

202

Total Revenue

4,702

(113)

596

Credit Costs

2,492

1,441

2,200

Expense

2,570

163

Net Income

($227)

($979)

($1,086)

Regional Banking

($433)

($804)

($1,123)

Consumer and Business Banking

545

(17)

Loan Portfolio/Other

(978)

(787)

(1,160)

Mortgage Banking

132

(200)

Auto Finance

$74

$25

($11)

Key Statistics

Overhead (excl. CDI)

53%

50%

56%

Net Charge-off Rate

1.71%

1.17%

0.46%

Allowance for Loan Losses to EOP Loans

2.28%

1.46%

0.89%

ROE

(5)%

19%

22%

$ O/(U)

Key statistics

JPM 30-day delinquency trend

Comments on home equity

Home Equity

1Q08

4Q07

1Q07

EOP owned portfolio ($B)

$95.0

$94.8

$87.7

Net charge-offs ($mm)

$447

$248

$68

Net charge-off rate

1.89%

1.05%

0.32%

1.00%

1.25%

1.50%

1.75%

2.00%

2.25%

Sep-

Dec-

Mar-

Jun-

Sep-

Dec-

Mar-

Jun-

Sep-

Dec-

Mar-

1Q08 addition to allowance for loan losses of $1.1B is sufficient to cover annual net charge-

offs of approximately $2.6B

Significant underwriting changes made over the past year include

elimination of stated

income loans and state/MSA based reductions in maximum CLTVs

based on expected

housing price trends. Maximum CLTVs

now range from 60% to 85%

2008 originations are expected to be down significantly from 2006-2007 levels

High CLTVs

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

geographies

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

Subprime Mortgage

Key statistics

JPM 30-day delinquency trend

Comments on subprime mortgage portfolio

Excludes mortgage loans held in the Community Development loan portfolio

1Q08

4Q07

1Q07

EOP owned portfolio ($B)

$15.8

$15.5

$9.0

EOP held-for-sale ($B)

$3.7

Net charge-offs ($mm)

$149

$71

$20

Net charge-off rate

3.82%

2.08%

0.92%

12%

15%

18%

Sep-

Dec-

Mar-

Jun-

Sep-

Dec-

Mar-

Jun-

Sep-

Dec-

Mar-

Subprime

1Q08 addition to allowance for loan losses of $417mm is sufficient to cover annual net

charge-offs of approximately $700mm

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

price declines

Additional underwriting changes have effectively eliminated new production in the

current environment

Card Services (Managed)

Actual numbers for all periods, not over/under

Net income of $609mm down by $156mm, or

20% YoY; decline in results driven by increase

in credit costs

Credit costs up by $441mm, or 36% YoY

due to

a higher level of charge-offs and an $85mm

prior-year reduction of the allowance for loan

losses

Average outstandings of $153.6B up 3% YoY

and 1% QoQ

Charge volume growth of 5% YoY reflects a

10% increase in sales volume, offset partially

by a lower level of balance transfers, the

result of more targeted marketing efforts

Revenue of $3.9B up by $224mm or 6% YoY

Managed margin increased to 8.34% from

8.11% YoY and 8.20% in the prior quarter

Expense of $1.3B up by $31mm, or 2% YoY,

primarily due to higher marketing expense

$ in millions

1Q08

4Q07

1Q07

Revenue

$3,904

($67)

$224

Credit Costs

1,670

(118)

441

Expense

1,272

Net Income

$609

($156)

Key Statistics ($B)

Avg

Outstandings

$153.6

$151.7

$149.4

EOP Outstandings

$150.9

$157.1

$146.6

Charge Volume

$85.4

$95.5

$81.3

Net Accts Opened (mm)

3.4

5.3

3.4

Managed Margin

8.34%

8.20%

8.11%

Net Charge-Off Rate

4.37%

3.89%

3.57%

30-Day Delinquency Rate

3.66%

3.48%

3.07%

ROO (pretax)

2.52%

2.51%

3.28%

ROE

17%

22%

$ O/(U)

Commercial Banking

Actual numbers for all periods, not over/under

Includes deposits and deposits swept to on-balance sheet liabilities

Net income of $292mm down 4% YoY

driven by an increase in the provision

for credit losses, largely offset by

higher net revenue

Average loans up 18% and liability

balances up 22% YoY

Revenue of $1.1B up 6% YoY primarily

due to higher treasury services and

lending revenue, partially offset by

lower IB revenue

Credit costs reflect higher net charge-

offs, primarily related to residential

real estate, the effect of the

weakening credit environment and

growth in loan balances

Expense relatively flat YoY, with

overhead ratio of 45%

$ in millions

1Q08

4Q07

1Q07

Revenue

$1,067

($17)

$64

Middle Market Banking

706

Mid-Corporate Banking

207

(32)

(5)

Real Estate Banking

(5)

Other

Credit Costs

101

(4)

Expense

485

(19)

Net Income

$292

($12)

Key Statistics ($B)

Avg

Loans & Leases

$68.0

$65.5

$57.7

Avg

Liability Balances

$99.5

$96.7

$81.8

Overhead Ratio

45%

46%

48%

Net Charge-Off Rate

0.48%

0.21%

(0.01)%

Allowance for loan losses

to average loans

2.65%

2.66%

2.68%

ROE

17%

20%

$ O/(U)

Treasury & Securities Services

Actual numbers for all periods, not over/under

Includes deposits and deposits swept to on-balance sheet liabilities

Net income of $403mm up 53% YoY

Pretax margin of 34%

Liability balances up 21% YoY

Assets under custody up 7% YoY

Revenue up 25% YoY driven by:

Double-digit revenue growth in both

TS and WSS

Higher client volumes across

businesses

WSS benefited from wider spreads in

securities lending and foreign

exchange driven by recent market

conditions

Expense up 14% YoY driven by:

Higher expense related to business

and volume growth

Investment in new product

platforms

$ in millions

1Q08

4Q07

1Q07

Revenue

$1,913

($17)

$387

Treasury Services

813

(11)

124

Worldwide Securities Svcs

1,100

(6)

263

Expense

1,228

153

Net Income

$403

($19)

$140

Key Statistics

Avg

Liability Balances ($B)

$254.4

$250.6

$210.6

Assets under Custody ($T)

$15.7

$15.9

$14.7

Pretax Margin

34%

35%

27%

ROE

46%

56%

36%

TSS Firmwide

Revenue

$2,598

$2,636

$2,142

TS Firmwide

Revenue

$1,498

$1,530

$1,305

TSS Firmwide

Avg

Liab

Bal ($B)2

$353.8

$347.4

$292.4

$ O/(U)

Asset Management

Actual numbers for all periods, not over/under

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

Net income of $356mm down 16% YoY and 32% QoQ

Pretax margin of 30%

Revenue of $1.9B flat YoY as the benefit from

higher AUM and deposit and loan growth was offset

by lower performance fees and lower market

valuations for seed capital investments

Revenue decline of 20% QoQ driven by seasonality in

the recognition of performance fees and a decline

in AUM due to lower market levels

Assets under management of $1.2T, up 13% YoY and

flat QoQ

Net AUM inflows of $47B for 1Q08 and $143B for

the past twelve months

1Q08 AUM balances affected by markets

Continued mixed global investment performance

75% of mutual fund AUM ranked in first or second

quartiles over past five years; 73% over past

three years; 52% over one year

Expense up 7% YoY, driven by higher compensation

related to increased headcount

$ in millions

1Q08

4Q07

1Q07

Revenue

$1,901

($488)

($3)

Private Bank

655

(58)

Institutional

490

(264)

(61)

Retail

466

(174)

(61)

Private Client Services

290

Credit Costs

Expense

1,323

(236)

Net Income

$356

($171)

($69)

Key Statistics ($B)¹

Assets under Management

$1,187

$1,193

$1,053

Assets under Supervision

$1,569

$1,572

$1,395

Average Loans²

$36.6

$32.6

$25.6

Average Deposits

$68.2

$64.6

$54.8

Pretax Margin

30%

35%

36%

ROE

29%

52%

46%

$ O/(U)

Corporate/Private Equity

$ in millions

Private Equity

Private Equity gains of $189mm in 1Q08

EOP Private Equity portfolio of $6.6B

Represents 8.3% of common equity less

goodwill

Corporate

Net income of $15mm excluding sale

proceeds on Visa

Sale proceeds of $955mm (after-tax) on

the sale of Visa shares in initial public

offering

Includes after-tax merger costs of $14mm in 4Q07 and $38mm in 1Q07

1Q08

4Q07

1Q07

Private Equity

$57

($299)

($641)

Corporate ex. Visa

108

Visa

955

Net Income¹

$1,027

$778

$396

$ O/(U)

8.3%

8.4%

8.5%

6.8%

6.7%

6.6%

6.5%

6.6%

1Q08

4Q07

3Q07

2Q07

1Q07

Tier 1 Capital Ratio

TCE/Managed RWA

See note 1 on slide 31

Capital management / fortress balance sheet

Strong capital positions with Tier I capital

ratio of 8.3% at 3/31/08

Recent preferred stock issuance of $6B

Provides flexibility to be opportunistic in

current environment

Strong liquidity and funding position

Reserve coverage ratios remain strong

1Q08

4Q07

1Q07

Consumer ex. Card Services

2.00%

1.23%

0.79%

Card Services

4.49%

4.04%

3.96%

Investment Bank

2.55%

1.93%

1.76%

Commercial Banking

2.65%

2.66%

2.68%

Current position

Capital Ratios

Allowance for loans losses to loans

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 Treasury within the Corporate segment

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

% Change YoY

1Q08

4Q07

3Q07

2Q07

1Q07

Retail Financial Services

Regional Banking Average Deposits

10%

12%

Mortgage Loan Originations

30%

34%

35%

41%

24%

Credit Cards Originated in Branches

18%

34%

59%

(7)%

17%

Commercial Banking

Liability Balances¹

22%

16%

Loans & Leases

18%

14%

15%

14%

13%

Treasury and Securities Services

Liability Balances¹

21%

30%

23%

12%

18%

Assets under Custody

15%

21%

32%

31%

Asset Management

Assets under Management

13%

18%

24%

23%

21%

Loans²

43%

13%

16%

11%

Deposits

24%

26%

17%

14%

Investing for the Future

# of ATMs

14%

12%

16%

# of Branches

16%

# of Branch Bankers & Sales Specialists

21%

23%

22%

12%

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

Prime Mortgage

Comments on prime mortgage portfolio

JPM 30-day delinquency trend

0.00%

0.50%

1.00%

1.50%

2.00%

2.50%

3.00%

3.50%

Sep-

Dec-

Mar-

Jun-

Sep-

Dec-

Mar-

Jun-

Sep-

Dec-

Mar-

Prime

1Q08

4Q07

1Q07

EOP balances in Corporate ($B)

$41.1

$36.9

$26.5

EOP balances in RFS¹ ($B)

4.0

3.6

7.4

Total

$45.1

$40.5

$33.9

Net charge-offs

($mm)

$50

$17

Net charge-off rate

0.48%

0.18%

0.04%

1Q08 addition to allowance for loan losses of $256mm

Prime mortgage includes³:

$32.1B of jumbo mortgages

$2.6B of Alt-A mortgages

Key statistics

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

Includes

Construction

Loans

and

Loans

eligible

for

repurchase

well

loans

repurchased

from

GNMA

pools

that

are

insured

government

agencies

Net charge-offs include $14mm in RFS and $36mm in Corporate

$0.3B jumbo mortgages and $1.2B Alt-A mortgages are in warehouse

Prime Mortgage –

1Q08 Performance

Profile of loans charged off in 1Q08

High CLTVs

at origination (e.g., 80/20

stackers)

Limited income documentation

California and Florida

2006 and 2007 origination years

Changes in credit policy

Performance of ongoing vs. discontinued loans in 1Q08

Eliminated Alt-A

Implemented declining markets policy,

limiting CLTVs

Eliminated stated income/assets in

wholesale and correspondent channels

Note: Discontinued Businesses = High CLTV and Stated Income

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

20%

40%

60%

80%

100%

Ongoing business

Discontinued business

% of outstanding

% of 30+ day delinquencies

% of net charge-offs

Comments on Home Lending Credit

Home equity losses could double to $900mm by end of year

Expect increase in subprime mortgage losses to approximately $200mm-

$250mm in 2Q08

Expect

increase

prime

mortgage

losses

approximately

$100mm

2Q08

Across all home lending portfolios, credit could deteriorate further in

future depending on home prices, unemployment and the economy

Possible additions to reserves

California

17%

Other

54%

Arizona

Colorado

Illinois

Texas

12%

Homebuilders

19%

Other

12%

Condos

Land

Income

producing

61%

CB real estate exposure as of 3/31/08 ($B)

Real Estate Banking by industry as of 3/31/08

Total outstanding: $7.5B

Investment Real Estate:

O/S

RCE

Real Estate Banking

$7.5

$11.8

Middle Market & Mid-Corporate

Community Development

$3.2

$1.1

$4.5

$2.4

Total Investment

$11.8

$18.8

% of total CB

17%

13%

Owner-Occupied

4.5

6.3

Total Investment & Owner-

Occupied

$16.3

$25.4

% of total CB

24%

17%

Commercial Banking -

Diversified Real Estate Exposure

Real Estate Banking by geography as of 3/31/08

Total outstanding: $7.5B

Total CB loan portfolio characteristics

Granular portfolio with 24% in loans below

$3mm; 5% in loans over $100mm

Average maturity of less than 3 years

Responsible balance sheet growth

Limited real estate exposure

NPL Ratio by business

NCO Ratio by business

0.00%

0.04%

0.06%

0.00%

0.01%

0.23%

0.00%

0.22%

3.51%

0.00%

0.50%

1.00%

1.50%

2.00%

2.50%

3.00%

3.50%

4.00%

Middle Market

Mid-Corporate

Real Estate Banking

2006

2007

1Q08

0.29%

0.01%

0.03%

0.17%

0.05%

0.44%

0.28%

2.44%

0.72%

0.00%

0.50%

1.00%

1.50%

2.00%

2.50%

3.00%

Middle Market

Mid-Corporate

Real Estate Banking

2006

2007

1Q08

Real Estate reflects credit ratios in Real Estate Banking only

Commercial Banking Credit Quality

Majority of NPLs

and NCOs have come from real estate, as expected

Credit quality still outperforming peers but expected to continue trending towards normalized levels

Bear Stearns Merger Integration

Firmwide

Merger Integration Office of Senior Executives meets weekly

95%+ systems selection completed

Plans are in place to bridge the general ledger, HR, payroll and

back office

processing and convert the back office

Acquiring 4.1mm sq ft of real estate of which 1mm sq ft will be eliminated;

acquiring 5 trading floors and building 2 more

Co-location of Equities, Research, IB and back office to occur in 2008

Broker dealer consolidation to occur by end of 2008

Infrastructure

Leadership teams have been announced to approximately 3 levels down within the

organization

All 14,000+ BSC employees have a manager within the new organization who is

responsible for ensuring appropriate decisioning

is being made

Businesses are 75% complete in making people selection decisions; communication

is ongoing and expected to be complete to all staff by merger close

Have identified positions for approximately 40% of BSC staff

Have identified more than 1,500 redeployment job opportunities through the Talent

Network process

People

Bear Stearns Balance Sheet –

Estimated Projections

Risk Weighted Assets (RWA) -

$ in billions

3/17/08

Estimate

6/30/08

Target run-rate

Trading

$155

$100

$30

Credit

Mortgages

Repo

Other Trading

Prime Services

Other Assets

Total RWA

225

150

Total GAAP Assets

$410

$225

$250

New risk limits and risk measures for BSC activity have been set

for all businesses to match the

appetite of the combined firm

Daily risk reporting is in place

Balance sheet and RWA reduction plans and targets are in place and being actioned

Riskiness of BSC balance sheet substantially reduced since announcement. BSC VAR down roughly 50%

RWA calculated under Basel I rules as applied by JPM

Whether all BSC positions remain in IB (vs. Corporate) is TBD

Bear Stearns Future Earnings Potential (exit ‘09)

Business

Estimated Earnings

Equities + Prime Services

$600-$750

Energy

50-80

Other Markets

100-200

Corporate Finance

50-100

Total Investment Bank

$800-$1,130

Asset Management

$0 +/-

$ in millions

Bear Stearns Impact on 2Q08 –

Extremely Rough Estimates/Illustrative

Above the line earnings impact in 2Q08

JPM pro rata share of BSC losses through close

and month of June ’08 ($200mm realized to

date) - ESTIMATED1

($400)

Merger costs – ESTIMATED

(100)

Total

($500)

Extraordinary gain

BSC capital at 2/29/08

$11,500

De-leveraging/de-risking, purchase

accounting, restructuring, litigation, BSC

2Q08 operating losses, etc. – ESTIMATED

(9,000)

Purchase price

(1,500)

Total

$1,000

Equity increase

Above the line losses – ESTIMATED

($500)

Extraordinary gain – ESTIMATED

1,000

Equity issued

1,500

Total

$2,000

$ in millions

JPM pro rata share is based on 49.5% ownership of BSC as of April 8, 2008

Prior estimate was $5B +/-

+/-

several hundred million

+/-

$1 billion

Bear Stearns Impact Post 2Q08 –

Rough Estimates

Approximately $900mm after-tax merger expense through the end of 2009

IB -

approximately $300mm after-tax merger expense

Spread evenly through the end of 2009

Primarily related to systems conversion

Asset Management

Net losses expected through 2009

Includes approximately $300mm in merger-related expense

Corporate –

approximately $300mm after-tax merger expense

Majority recognized in 2009

Primarily related to real estate

Capital Management 2Q08 –

Rough Projections

2Q08 projections:

Tier 1 capital ratio projected to be high 8% range +/-

Leverage ratio projected to be 6.25% +/-

Expect to maintain Tier 1 capital ratio of 8.00% to 8.50% without regulatory relief

Committed to maintaining a fortress balance sheet

Comments on Environment

Possibly 75% done

Hopefully over by year-end

Why?

Problems resolving:

—

Mortgage companies, CDOs, SIVs

—

Losses taken

—

Capital raised

—

Significantly de-leveraging, banks, hedge

funds, SIVs, etc.

Most problems known, but still being

recognized

No asset generation

—

CMBS, CDO/CLO, Alt-A

—

Subprime

—

Leveraged finance

Plenty of liquidity

Capital Markets Crisis

Just starting

Could be deep

Could be worse than capital markets crisis

Cannot

predict outcome

Factors

Deep, substantial financial pressure

More de-leveraging —

Investment Banks

—

Regulatory changes

Oil, housing, consumer, etc.

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

Recession

2Q08 Outlook

Investment Bank

Lower IB fees and trading revenue

Higher comp/revenue ratio anticipated in 2Q08

Credit provisioning likely

Bear Stearns will add to risk positions

Retail Financial Services

Solid underlying growth

See home lending credit outlook on page 19

Possible additions to reserves

Expect losses of approximately 5.00% in 2Q08;

approximately 5.00% + in 2H08; possibly

averaging 6% in 2009, likely additions to reserves

Sales growth rate continuing to show slowing

trend in 2Q08

Revenue growth lower than expected resulting

from higher payment rates, lower fees, lower

balance growth and fewer customers going 30

days past due

Card Services

TSS

Good underlying growth, which includes

benefit of recent market conditions

Corporate/Private Equity

Private Equity

Minimal realized gains QTD

Corporate

Expect core results to be net loss of greater

than $100mm

Expect write-downs on auction rate securities of

up to several hundred million

1Q08 revenue is a good run rate for 2Q08

Bear Stearns BSAM and PCS will be a drag on

earnings

Good underlying growth

Strong reserves but credit expected to

continue trending toward normalized levels

Conclusions

Extremely cautious on 2008 environment and impact on business

Deterioration in economic environment will likely lead to increase in loan loss

reserves

However, we see evidence of continued organic growth and benefits of investments

across businesses

Fortress balance sheet positions us well for uncertain market

Bear Stearns merger integration proceeding well, but is challenging in current market

environment. Remains an excellent opportunity for shareholder value in long run

We are focused on managing well through this downturn and seizing opportunities to

position the company well for the future

This presentation includes non-GAAP financial measures.

TCE

used

slide

for

purposes

return

tangible

common

equity

defined

common

stockholders’

equity

less

identifiable

intangible

assets

(other

than

MSRs)

and

goodwill.

TCE

used

slide

the

TCE/Managed

RWA

ratio,

which

used

for

purposes

capital

strength

calculation,

defined

common

stockholders’

equity

plus

portion

junior

subordinated

notes

(which

have

certain

equity-like

characteristics

due

their

subordinated

and

long-term

nature)

less

identifiable

intangible

assets

(other

than

MSRs)

and

goodwill.

The

latter

definition

TCE

used

the

firm

and

some

analysts

and

creditors

the

firm

when

analyzing

the

firm’s

capital

strength.

The

TCE

measures

used

this

presentation

are

not

necessarily

comparable

similarly

titled

measures

provided

other

firms

due

differences

calculation

methodologies.

Financial

results

are

presented

managed

basis,

such

basis

described

the

firm’s

Annual

Report

Form

10-K

for

the

year

ended

December

31,

2007.

All

non-GAAP

financial

measures

included

this

presentation

are

provided

assist

readers

understanding

certain

trend

information.

Additional

information

concerning

such

non-GAAP

financial

measures

can

found

the

above-referenced

filings,

which

reference

hereby

made.

Forward-looking statements and notes on non-GAAP financial measures

Forward looking statements

This

presentation

contains

forward-looking

statements

within

the

meaning

the

Private

Securities

Litigation

Reform

Act

1995.

Such

statements

are

based

upon

the

current

beliefs

and

expectations

JPMorgan

Chase’s

management

and

are

subject

significant

risks

and

uncertainties.

Actual

results

may

differ

from

those

set

forth

the

forward-looking

statements.

Factors

that

could

cause

JPMorgan

Chase’s

results

differ

materially

from

those

described

the

forward-looking

statements

can

found

the

firm’s

Annual

Report

Form

10-K

for

the

year

ended

December

31,

2007,

its

March

24,

2008

Current

Report

Form

8-K,

and

its

Quarter

Report

Form

10-Q

for

the

quarter

ended

March

31,

2008,

each

filed

with

the

United

States

Securities

and

Exchange

Commission

(SEC)

and

available

the

SEC’s

Internet

site

(http://www.sec.gov).

Additional Information

connection

with

the

proposed

merger

with

The

Bear

Stearns

Companies

Inc

(Bear

Stearns),

JPMorgan

Chase

has

filed

with

the

SEC

Registration

Statement

Form

S-4

that

includes

preliminary

proxy

statement

Bear

Stearns

that

also

constitutes

prospectus

JPMorgan

Chase.

Bear

Stearns

will

mail

the

definitive

proxy

statement/prospectus,

when

becomes

available,

its

stockholders.

JPMorgan

Chase

and

Bear

Stearns

urge

investors

and

security

holders

read

the

definitive

proxy

statement/prospectus,

when

becomes

available,

because

will

contain

important

information.

You

may

obtain

copies

all

documents

filed

with

the

SEC

regarding

this

transaction,

free

charge,

the

SEC's

website

(www.sec.gov).

You

may

also

obtain

these

documents,

free

charge,

from

JPMorgan

Chase’s

website

(www.jpmorganchase.com)

under

the

tab

"Investor

Relations,"

then

under

the

heading

"Financial

Information,"

then

under

the

item

"SEC

Filings,"

and

then

under

the

item

“Display

all

the

above

SEC

filings.”

You

may

also

obtain

these

documents,

free

charge,

from

Bear

Stearns's

website

(www.bearstearns.com)

under

the

heading

"Investor

Relations"

and

then

under

the

tab

"SEC

Filings."

JPMorgan

Chase,

Bear

Stearns

and

their

respective

directors,

executive

officers

and

certain

other

members

management

and

employees

may

solicit

proxies

from

Bear

Stearns

stockholders

favor

the

merger.

Information

regarding

the

persons

who

may,

under

the

rules

the

SEC,

deemed

participants

the

solicitation

the

Bear

Stearns

stockholders

connection

with

the

proposed

merger

will

set

forth

the

definitive

proxy

statement/prospectus

filed

with

the

SEC.

You

can

find

information

about

JPMorgan

Chase’s

executive

officers

and

directors

its

proxy

statement

filed

with

the

SEC

March

31,

2008.

You

can

find

information

about

Bear

Stearns’s

executive

officers

and

directors

the

amendment

its

Annual

Report

Form

10-K

filed

with

the

SEC

March

31,

2008.

You

can

obtain

free

copies

these

documents

from

JPMorgan

Chase

and

Bear

Stearns

using

the

contact

information

above.