Fourth Quarter and Full Year 2001 Financial Results January 16, 2002

This presentation contains statements that are forward-looking 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. These uncertainties could cause our results to differ materially from such forward looking statements. Such risks and uncertainties are described in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 and in the 2000 Annual Report on Form 10-K, each filed with the Securities and Exchange Commission and available at the Securities and Exchange Commission's internet site (http://www.sec.gov), to which reference is hereby made.

Fourth Quarter 2001 Negative impact on financial results: Losses in Enron and Argentina Increase in loan loss reserves Continued weakness at JPMorgan Partners Expense discipline Stronger market positions – gaining momentum

4Q and Full Year EPS 4Q01 FY01 Operating Earnings* $0.12 $1.65 ($ per share) 4Q01 FY01 Operating Earnings* $0.12 $1.65 Non Operating Charges (0.29) (0.85) Reported Net Income** (0.18) 0.80 * Includes goodwill amortization of $0.09 and $0.36 for 4Q01 and FY01, respectively ** Reported net income is ($0.18) instead of ($0.17) since using diluted average shares outstanding would cause anti-dilution. As a result, the net loss per share does not foot by ($0.01).

4Q Cash Operating Results ($ in billions, except o/(u) in millions) O/(U) Excluding JPMP 4Q01 3Q01 4Q00 Trading Revenues $0.9 $(710) $(510) All Other Revenues 6.4 198 85 Expenses 4.6 (252) (916) Credit Costs 1.7 717 1,065 Earnings 0.8 (595) (308) JPMP Earnings (0.3) (189) (207) Total Earnings 0.4 (784) (515) ROE excl. JPMP 9% 15% 13% ROE 4% 12% 9% Note: Some numbers do not add due to rounding

Impact of Enron & Argentina ($ in millions) Enron Argentina Total Total ($456) ($351) ($807) Breakdown of Total Impact Revenue decrease $446 Credit costs increase $361

Net Charge-Offs and Provision ($ in millions) 4Q01 %* FY01 %* Commercial Loans $433 1.58 $982 0.87 Credit Card (Managed) 538 5.48 2,038 5.45 Other Consumer 111 0.48 363 0.39 Total Charge-offs $1,082 1.80 $3,383 1.42 Incremental Reserves 650 850 Loan Loss Provision 1,732 4,233 * % is annualized for quarterly data and based on average outstandings

Credit Nonperforming Assets Reserves as % of Loans $3.9 $2.8 $2.6 $1.9 ($ in billions) Nonperforming Assets Reserves as % of Loans $3.9 $2.8 $2.6 $1.9 Reserves $3.7 $3.9 $4.5

Investment Bank Results ($ in millions, cash operating basis) O(U) 4Q00 O(U) FY00* 4Q01 FY01 Revenue $3,106 (16%) $14,899 (11%) Expense 1,877 (33%) 8,978 (16%) Credit Costs 619 339% 1,155 328% Earnings 379 (24%) 2,945 (18%) Overhead Ratio 60% 76% 60% 64% ROE 8% 9% 15% 18% * Pro-forma Flemings

Investment Bank League Table Summary FY01 FY00 Rank %Share Rank %Share Global Syndicated Loans 1 26% 1 23% U.S. Investment Grade Bonds 2 15% 2 16% Global High Yield Corp Debt 4 10% 5 10% Global Announced M&A 5 22% 6 17% U.S. Equity and Equity Related 8 4% 6 5% Source: Thomson Financial

U.S. Equity and Equity Related Market Share 2001 Momentum U.S. Equity and Equity Related Market Share Global High Yield Market Share Chart title Units Source: Thomson Financial

Investment Management & Private Banking ($ in millions, cash operating basis) O(U) 4Q00 O(U) FY00* 4Q01 FY01 Revenue $729 (20%) $3,085 (20%) Earnings 115 (17%) 467 (30%) Pre-tax Margin 20% 20% 19% 25% ROE 8% 8% 8% 10% AUM ($ in BN) $605 (5%) Tangible ROE was 26% for 4Q01 and FY01 * Pro-forma Flemings

Treasury and Securities Services ($ in millions, cash operating basis) Expense initiatives fully incorporated  increased operating leverage Integration of four firms behind us Private bank cross-sell success Full Year Revenue $3.6 BN ( 2%) 4Q01 FY01 Revenue $890 $3,632 Earnings 168 693 4% decline 3% growth Overhead Ratio 71% 71% ROE 23% 24% Institutional Trust Services 15% growth

Retail & Middle Market Results ($ in millions, cash operating basis) O(U) 4Q00 O(U) FY00 4Q01 FY01 Revenue $2,868 11% $10,915 7% Expense 1,426 5% 5,468 4% Credit Costs 918 77% 2,803 35% Earnings 343 (25%) 1,688 (5%) Overhead Ratio 50% 52% 50% 52% ROE 15% 22% 20% 21%

Retail & Middle Market Business Units (growth from FY00) Production Statistics Full Year Revenue $10.9 BN (7%) Card Outstandings 12% Mortgage Originations 142% Auto Originations 63% Regional Bkg Deposits 5% Middle Mkt Deposits 7% 63% growth 17% growth 3% decline 22% growth 5% decline

JPMP Private Equity Gains ($ in millions) 4Q01 FY01 FY00 Realized $119 $675 $2,041 Unrealized (504) (1,857) (1,053) Total (385) (1,182) 988 Contribution to EPS of ($0.17) in Q4, ($0.58) in FY01

JPMP: Improved Diversification As of 12/31/01 Real Estate 5% Fin. Services 7% Fund 21% O/(U) FY00 Life Science 7% TMT $ TMT 27% 12/31/00 $4.2 6/30/01 3.2 12/31/01 2.5 (40%) TMT 17% Consumer Retail and Services 11% Industrial Growth 22% Total Book Value = $9.2 BN

Cash Operating Expenses ($ in billions) Total Firm Expenses 4Q Run Rate Comparison ($2.9) ($1.9) 4Q run rates reflect full year incentives * Pro-forma Flemings

2001 Operating Results Pro-forma new GAAP FY01 O(U)00* ($ in billions except EPS) Pro-forma new GAAP FY01 O(U)00* Revenue excl. JPMP $31.6 ($1.7) JPMP (1.5) (2.2) Expenses 20.2 (1.8) Credit 4.2 1.8 Operating Income 3.8 (2.6) EPS excl. JPMP $ 2.42 (0.58) JPMP $(0.58) (0.70) * Pro-forma Flemings

Balance Sheet and Capital ($ in billions) Tier 1 Capital Ratio Total Assets $715 $799 $694

FY2001 Difficult operating environment Merger integration success Building value for long term while executing through short term challenges

Enron Exposure Unsec. Sec./JV Surety/LC DIP Total ($ millions) Unsec. Sec./JV Surety/LC DIP Total 12/19 $620 $604 $1,130 $250 $2,604 Payments (85) (85) Charge-offs (216) (5) (221) Write-downs (235) (235) 12/31 $169(a) $514(b) $1,130 $250 $2,063 (a) Includes $58 million in undrawn letters of credit. (b) Includes $400 million secured by pipelines, $74mm in creditworthy joint ventures, and $40mm secured by other Enron assets.

Argentina Exposure Additional Reserves Taken Net at 12/31 ($ millions) Additional Reserves Taken Net at 12/31 Loans $380 $305 $140 $165 Derivatives 502 346 89 257 Other 868 183 122 61 Total $1,750 $834 $351 $483 3/31 12/31 * *Includes impact of 50% devaluation