June 1, 2009

J

P

M

O

R

G

A

N

C

H

A

S

E

&

C

O

.

JPMorgan Chase & Co. has filed a registration statement (including a prospectus) with

the

SEC

for

the

offering

to

which

this

communication

relates.

Before

you

invest,

you

should read the prospectus in that registration statement and other documents

JPMorgan Chase & Co. has filed with the SEC for more complete information about

JPMorgan Chase & Co. and this offering.  You may get these documents for free by

visiting

EDGAR

on

the

SEC

web

site

at

www.sec.gov.

Alternatively,

JPMorgan

Chase

& Co.

or

J.P.

Morgan

Securities

Inc.

will

arrange

to

send

to

you

the

prospectus

if

you

request it by calling toll-free 1-866-430-0686.

Filed Pursuant to Rule 433

Registration No. 333-146731

Issuer:

JPMorgan Chase & Co.

Ticker / Listing:

JPM / NYSE

Offering size:

$5.0 billion of common stock

Overallotment option:

15%

Share composition:

100% primary shares

Stock price (as of May 29, 2009):

$36.90

Shares outstanding — pre-offer (as of April 30, 2009):

3,759,160,375 

Market cap (as of May 29, 2009):

$138.7 billion

Lock-up agreement:

90 days (Company, Directors and Executive Officers)

Sole manager:

J.P. Morgan

Use of proceeds:

General corporate purposes

Anticipated pricing:

June 2, 2009 (before market open)

Equity offering overview

1

Key terms of the equity offering

Rationale for equity issuance

JPM is raising $5B in common equity to satisfy a supervisory condition for

redemption of all preferred capital issued to the U.S. Treasury under the Troubled

Asset Relief Program (TARP)

We believe all other requirements for repayment have been met

JPM will fully redeem the $25B of TARP preferred capital before the end of June,

upon receipt of approval

2

JPM capital position remains strong

Following the capital raise and TARP preferred capital repayment, JPM expects to

have

a

Tier

1

ratio

of

9.3%

and

a

Tier

1

Common

ratio

of

7.3%

at

6/30/09

JPM

anticipates

maintaining

approximately

similar

capital

levels

even

in

a

two-year

highly stressed environment

JPM actual and anticipated capital position ($ in billions)

1

Estimated for 6/30/09 includes capital raise and TARP preferred shares repayment

3

Actual

Anticipated

As of 3/31/09

as of 6/30/09

1

Tier 1 Capital (ex. TARP)

$112

$118

Tier 1 Common Capital

88

93

Tier 1 Ratio (ex. TARP)

9.3

%

9.3

%

Tier 1 Common Ratio

7.3

7.3

1

2Q09 outlook

Current outlook remains the same as most recent guidance issued on May 27, 2009 (see

Appendix), key highlights include:

Credit

costs

will

remain

high

across

all

lending

businesses

(IB,

RFS,

Card,

CB);

quarterly loss outlooks for RFS and Card (Chase and WaMu) loan portfolios remain

unchanged

Quarterly revenue outlooks for CB, TSS, AM remain unchanged

Expect

trading

volatility

in

the

IB

and

the

investment

portfolio

in

Corporate

One-time items remain unchanged (MSR 1Q results not likely to repeat; FDIC special

assessment of $700mm-$750mm in 2Q)

4

Agenda

Page

5

Appendix

5

Earnings power of franchise and fortress balance sheet position JPM well for

the future

Each standalone business has a top 1, 2, or 3 position

Leadership

positions

—

very

difficult

to

replicate

Significant market share and efficiency gains in each business

Continued investment across LOBs drives organic growth

Businesses operate stronger together than apart

Creates additional revenue opportunities in each business

1 

Resources to absorb losses include pre-provision net revenue less the change in the allowance for losses on loans and leases

2 

Excludes the impact of purchased credit-impaired loans acquired as part of the WaMu transaction

Solid earnings power helps counter impact of economic environment:

JPM

estimates

$80B

of

Resources

Other

Than

Capital

to

Absorb

Losses

1

for

‘09-‘10 under Supervisory Capital Assessment Program (SCAP) More

Adverse scenario; positions JPM to withstand tough environment

On-going, but heightened operating discipline on expense, balance sheet,

etc.

1Q09 Tier 1 ratio ex. TARP of 9.3%, Tier 1 Common ratio of 7.3% and

Tier 1 Common Capital of $88B

$28B

in

allowance

for

credit

losses

as

of

3/31/09;

firmwide

loan

loss

coverage ratio of 4.53%

2

6

Excellent

Franchises

Solid Earnings

Power

Fortress

Balance Sheet

The firm’s world-class franchises are market leaders

Investment Bank

Retail Financial Services

Card Services

Commercial Banking

Treasury & Securities Services

Asset Management

Continue to rank #1 in two capital

raising league tables for 1Q09 YTD

per Thomson Reuters

Global Debt, Equity & Equity-related

Global Equity & Equity-related

Ranked #1 in Global Fees for 1Q09

with 8.3% market share per Dealogic

#1 U.S. Credit Card Issuer (by

outstandings)

#2 U.S. Merchant Acquirer (by

acquiring volumes)

#1 U.S. Visa Issuer (by # of cards)

#1 U.S. MasterCard Issuer (by # of

cards)

#2 Large Middle-market lender in

U.S.

#1 originator of multi-family loans in

the U.S.

Among top 3 banks nationally in

market

penetration

and

lead

share

#1 ranking in market penetration and

lead

share

in

3

of

the

top

4

MSAs

Largest manager of AAA-rated

global liquidity funds

One of the largest managers of

Hedge Funds

42% of customer assets in 4 & 5

star funds

#1 in ACH Originations

#1 in U.S. Dollar Treasury Clearing

and Commercial Payments

A global leader in assets under

custody ($13.5T)

Named top Global Custodian

#3 in deposit market share

#3 in branch network

#1 in Auto Finance (non-captive)

#2 in Home Equity Originations

#3 in Mortgage Servicing

#3 in Mortgage Originations

1 

Source: SNL Corporation; market share data as of June 2008, updated for subsequent acquisitions for all banks through March

2009.  Includes deposits in domestic offices (50 states and D.C.), Puerto Rico and U.S. Territories only and non-retail branches

are not included

2 

Source: 1Q09 company reports

3 

Source: Autocount (franchise), March 2009

4 

Source: National Mortgage News, 4Q08

5 

Source: Inside Mortgage Finance, 1Q09

6 

Source: Nilson Reports. Merchant Acquirer data adjusted for dissolution of First Data JV

7

Loan Pricing Corporation, 1Q09

8 

FDIC and OTS as of 12/31/08

9 

TNS Market Study, FY08

10 

Ernst & Young 

11 

FLmetrix

12 

AsianInvestor, Global Pensions, International Custody & Fund Administration (ICFA), The Asset

13 

iMoneyNet, December 2008

14 

Absolute Return Magazine, March 2009 issue (data as of year-end 2008)

15 

Derived from Morningstar for the U.S.; Micropal for the UK, Luxembourg, Hong Kong, & Taiwan; & Nomura for Japan

7

Consistently investing in revenue growth

1

Actual numbers for all periods, not % change YoY

2

Includes deposits and deposits swept to on-balance sheet liabilities

3

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

Growth drivers -

% change YoY

8

1Q09

4Q08

3Q08

2Q08

1Q08

Retail Financial Services

Retail Banking Average Deposits

62%

63%

2%

3%

4%

# of ATMs

53%

59%

61%

8%

8%

# of Branches

65%

74%

75%

2%

2%

# of Branch Bankers & Sales Specialists

50%

56%

58%

9%

21%

Credit Cards Originated in Branches

50%

56%

6%

4%

18%

Deposit margin

2.85%

2.94%

3.06%

2.88%

2.64%

Card Services (excl. WaMu)

Average Outstandings

1%

5%

6%

4%

3%

Charge Volume

(16%)

(8%)

5%

6%

5%

Sales Volume

(9%)

(4%)

5%

7%

10%

# of New accts opened

(36%)

(25%)

(8%)

(3%)

-

Commercial Banking

Liability Balances

16%

18%

13%

18%

22%

Average Loans

67%

80%

18%

19%

18%

Treasury & Securities Services

Liability Balances

9%

34%

10%

23%

21%

Assets under Custody

(14%)

(17%)

(8%)

2%

7%

Asset Management

Assets under Management

(6%)

(5%)

(1%)

7%

13%

Average Loans

(6%)

13%

29%

37%

43%

Deposits

20%

19%

10%

25%

24%

1Q09 Managed results

$ in millions

1 

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. See notes 2 and 3 on slide 14 

2 

Merger-related items relate to the Bear Stearns and WaMu transactions

3 

Actual numbers for all periods, not over/under

4 

See note 1 on slide 14

9

1Q09

4Q08

1Q08

Results excl. Merger-related items

2

Revenue (FTE)

1

$27,062

$7,740

$9,164

Credit Costs

1

10,060

1,477

4,955

Expense

13,136

2,129

4,205

Merger-related items

2

(after-tax)

(234)

(1,298)

(234)

Reported Net Income

$2,141

$1,439

($232)

Reported EPS

$0.40

$0.34

($0.27)

ROE

3

5%

1%

8%

ROE Net of GW

3

7%

1%

12%

ROTCE

3,4

8%

1%

13%

$ O/(U)

1Q09

4Q08

1Q08

Investment Bank

$1,606

$3,970

$1,693

Retail Financial Services

474

(150)

785

Card Services

(547)

(176)

   

(1,156)

Commercial Banking

338

(142)

46

Treasury & Securities Services

308

(225)

(95)

Asset Management

224

(31)

(132)

Corporate

(262)

(1,807)

(1,373)

Net Income

$2,141

$1,439

($232)

$ O/(U)

1Q09 Managed line of business results

1 

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. See notes 2 and 3 on slide 14 

10

$ in millions

$112

$90

$99

$112

$111

8.3%

8.9%

9.3%

8.9%

9.2%

$0

$30

$60

$90

$120

1Q08

2Q08

3Q08

4Q08

1Q09

6.0%

7.0%

8.0%

9.0%

10.0%

Tier 1 Capital ex. TARP

Tier 1 Ratio ex. TARP

Fortress balance sheet strengthened further in 1Q09

Tier 1 ratio (ex. TARP) of 9.3% and Tier 1 Common ratio

of 7.3% as of 3/31/09

Strong reserve coverage ratios compared to peers

Strong liquidity and funding position with total deposits to

loans of 128% as of 3/31/09

–

Total deposits of $907B across retail and wholesale

businesses

–

Deposits and liability balances provide a stable and

consistent source of funding

Fortress balance sheet

$75

$77

$86

$88

$87

7.0%

7.3%

7.1%

6.9%

6.8%

$0

$25

$50

$75

$100

1Q08

2Q08

3Q08

4Q08

1Q09

4.0%

5.0%

6.0%

7.0%

8.0%

Tier 1 Common Capital

Tier 1 Common Ratio

Tier 1 Capital ex. TARP ($ in billions)

Tier 1 Common ($ in billions)

Reserve coverage ratios vs. peers

Note: Reserve coverage ratios exclude the impact of purchased credit-impaired loans acquired

as part of the WaMu transaction. If these loans were included, the loan loss reserve ratio at

1Q09 would have been 3.95%

1  

Peer average reflects equivalent metrics for key competitors. Consumer and Firmwide peers

are defined as C, BAC and WFC. Wholesale peers are defined as C and BAC

Key points

11

1Q09

JPM

Peer Avg.

1

Consumer

LLR/Total Loans

5.20%

3.46

%

LLR/NPLs

252%

173%

Wholesale

LLR/Total Loans

3.43%

2.81

%

LLR/NPLs

219%

75%

Firmwide

LLR/Total Loans

4.53%

3.08

%

LLR/NPLs

241%

138%

JPM remains committed to safe and sound lending

JPM extended more than $150B in new loans and lines to retail and wholesale clients during 1Q09, including:

$62B in consumer and small business originations. JPM extended over 4.5mm new loans and lines to consumers

and small businesses

–

More

than

2mm

new

credit

card

lines

and

2mm

line

increases

–

185,000 new mortgages (including refinancings) and home equity loans and lines

–

Almost 400,000 auto and education loans

–

Consumer

lending

is

up

2%

from

4Q08

with

declines

in

credit

card

originations

offset

by

growth

in

mortgage,

auto and student lending

~$95B in new and renewed commitments to mid-sized businesses, large corporates and JPM’s full range of

Treasury

&

Securities

Services

and

Asset

Management

clients

–

Wholesale lending is down about 15% from 4Q08 due to lower customer demand

JPM also purchased over $34B of mortgage-backed and asset-backed securities in 1Q09

Lending update

1 

Card figures are US only

2 

1Q09 wholesale gross new exposure includes $0.9B Held-For-Sale/Fair Value loans

$34

$26

$46

$16

~$110

~$95

Wholesale gross new exposure

Consumer (excl. Card) and small bus.

loan orig.

Card gross new exposure

$ in billions

1

4Q08

1Q09

4Q08

1Q09

4Q08

1Q09

12

Outlook

Private Equity

At current market levels, expect modest possible write-

downs over near term

Corporate

More sizable investment portfolio; higher net interest

income, some trading volatility

At current market levels, quarterly revenue of $1.8B +/-

is a

reasonable run rate for the near term

Trading can be volatile; DVA expected to be negative

Uncertain environment, risks still remain

Credit costs expected to remain elevated

Current revenue level is a reasonable expectation

Higher credit costs expected

Revenue of $2.0B +/-

for next couple of quarters driven by

lower assets under custody and lower liability balances and

spreads

Home lending quarterly losses (incl. WaMu) over the next

several quarters could be as high as:

Home equity

–

$1.4B

Prime mortgage

–

$500mm

Subprime mortgage

–

$375mm-$475mm

Solid underlying growth in Consumer Banking

Strong 1Q09 MSR risk management results

–

not likely to be

repeated

Special FDIC assessment of $700mm to $750mm (pretax) to

be finalized and assessed in 2Q09

If economy weakens further, additional reserving actions

may be required

Chase losses will approach 9% +/-

next quarter; could trend

up further depending on unemployment in 2009

WaMu losses to approach 18-24% by end of 2009

Lower charge volume

13

Investment Bank

Retail Financial Services

Card Services

Commercial Banking

Treasury & Securities Services

Asset Management

Corporate/Private Equity

Overall

This presentation includes non-GAAP financial measures

1.

Tangible Common Equity ("TCE") is calculated, for all purposes, as common stockholders equity (i.e.,

total stockholders' equity less preferred stock) less identifiable intangible assets (other than MSRs) and

goodwill, net of related deferred tax liabilities. TCE is, in management's view, a meaningful measure of

capital quality. 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.

2.

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 March 31, 2009 and Annual Report on Form

10-K for the

year ended December 31, 2008.

3.

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

14

Forward looking statements

This presentation 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 Report on Form 10-Q for the quarter ended March 31, 2009 and its Annual Report on Form 10-K

for the year ended December 31, 2008, each of which has been filed with the Securities and Exchange

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

Securities and Exchange Commission’s website (1www.sec.gov1). 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.