1. Third Quarter 2001 Financial Results October 17, 2001

2. 2 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 include: the risk that the tragic events of September 11, 2001 and their aftermath will have an adverse effect upon markets and businesses in general and exacerbate the following additional risks and uncertainties; the risk of adverse movements or volatility in the debt and equity securities markets or in interest or foreign exchange rates or indices; the risk of adverse impacts from an economic downturn; the risk of a downturn in domestic or foreign securities and trading conditions or markets; the risks involved in deal completion including an adverse development affecting a customer or the inability by a customer to receive a regulatory approval; the risks associated with increased competition; the risks associated with unfavorable political and diplomatic developments in foreign markets or adverse changes in domestic or foreign governmental or regulatory policies; the risk that the merger integration will not be successful or that the revenue synergies and cost savings anticipated from the merger may not be fully realized or may take longer to realize than expected; the risk that the integration process may result in the disruption of ongoing business or in the loss of key employees or may adversely affect relationships with employees, clients or suppliers; the risk that the credit, market, liquidity, and operational risks associated with the various businesses of JPMorgan Chase are not successfully managed; or other factors affecting operational plans. Additional factors that could cause JPMorgan Chase's results to differ materially from those described in the forward-looking statements can be found in the 2000 Annual Report on Form 10-K of J.P. Morgan Chase & Co., filed with the Securities and Exchange Commission and available at the Securities and Exchange Commission's internet site (http://www.sec.gov).

3. 3 Third Quarter 2001 In a weak market environment:   Leading with expense management   Revenue holding up (on a relative basis)   Building loan loss reserves LOB operating results Financial strength

4. 4 Operating Results Operating EPS $0.51$0.33$0.70 + Amortization 0.090.090.08 = Cash operating EPS$0.60$0.42$0.78 Cash ROE12%8%17% 3Q01 2Q013Q00

5. 5 Expense Management ($ in billions, cash operating basis) *pro-forma Flemings $19.5 Q3 Annualized Run Rate $21.9 2000* ($2.4) $21.9 $20.3 ($1.6) 3Q Actual 2000* 2001 Proxy 9 month actual

6. 6 LOB Expenses *pro-forma Flemings ($ in billions) Merging areas include Investment Bank, Investment Management & Private Banking, JPMP and Corporate Merging areas$12.3 ($1.9) $11.5 ($2.7) Retail + T&SS 8.00.30.3 Merging areas$12.3 ($1.9) $11.5 ($2.7) Retail + T&SS 8.0 0.3 8.0 0.3 Total $20.3 ($1.6) $19.5 ($2.4) 2001 Proxy 3Q01 Run Rate O/(U) 2000*

7. 7 Restructuring and Merger Costs Target: Accomplish 90% of savings by end of 2002 ($ in millions)

8. 8 Revenue Growth Investment Bank $3.6(4%)(10%) Inv Mgt & Private Bkg 0.7(8%)(23%) Treasury & Securities Svcs0.91%3% Retail & Middle Market2.84%6% Total excluding JPMP $7.8(3%)(4%) JPMP(0.2)NMNM Total$7.67%(6%) 3Q01 2Q01 *pro-forma Flemings 3Q00* ($ in billions)

9. 9 Commercial Loans $1890.65 0.770.27 Credit Card (Managed)5345.64 5.544.99 Other Consumer920.42 0.36 0.37 Total Charge-Offs$815 Incremental Reserves200 Loan Loss Provision$1,015 * % is annualized for quarterly data and based on average outstandings Net Charge-Offs 3Q01 %* 2Q01 %* 3Q00 %* ($ in millions)

10. 10 ($ in billions) Nonperforming Assets Reserves as % of Loans Reserves/NPAs: 193% 147% 146% $2.5 $1.9 $2.6

11. 11 Third Quarter 2001 In a weak market environment:   Leading with expense management   Revenue holding up (on a relative basis)   Building loan loss reserves LOB operating results Financial strength

12. 12 Investment Bank Results ($ in millions, cash operating basis) Revenue$3,601(4%)(10%) Expense 2,180(7%)(15%) Earnings710(10%)(19%) ROE15%17%17% Overhead Ratio61%62%65% 3Q01 O(U) 2Q01 O(U) 3Q00* Leader in risk management, winning 10 of 14 top rankings in Risk magazine’s Annual Global Derivatives Rankings Gaining share in declining markets; pressure on pipeline *pro-forma Flemings

13. 13 Treasury & Securities Services Revenue of $917 up 3% from 3Q00 Treasury Services Institutional Trust Investor Services 12% growth (3%) growth 7% growth ($ in millions, cash operating basis) Earnings 26% 22% 25% ROE $186 $184 $169

14. 14 Investment Management & Private Banking 10%8%8% Earnings ROE *pro-forma Flemings ($ in millions, cash operating basis) Revenue/Expense Analysis $949 $910 $811 $793 $733 Revenue Expense

15. 15 Retail & Middle Market Financial Services Credit Card17%Outstandings14% Home Finance28%Originations132% Auto33%Originations47% Regional Banking(7%)Deposits4% Middle Markets(5%)Deposits6% Revenue Production Statistics (Growth from 3Q00) Total Revenue 6% Overhead Ratio (1) 50% Operating income (1) (15%) ROE (1) 20% (1) Cash basis

16. 16 Operating Results excl. JPMP ($ in millions, cash operating basis) Qtr/QtrYOY Revenue (3%) (4%) Expenses(4%)(7%) Credit Costs27%89% Drivers *pro-forma Flemings 2Q01 3Q00* 3Q01 Earnings $1,710 $1,373 $1,495 21% 17%15% ROEEPS $0.85$0.73$0.67

17. 17 Total Gains (Losses) – $MM ($103) ($826) ($20) Contribution to EPS ($0.08) ($0.31) ($0.07) Book value of assets – $BN $9.6 $9.9 $11.9 JPMorgan Partners 3Q012Q013Q00

18. 18 JPMorgan Partners Book Value of Total Portfolio IndustryInvestment Type Distribution of Book Value of $9.6B at 9/30/01

19. 19 Financial Strength SVA and risk management discipline SVA and risk management discipline Balance sheet – deployed strategically Balance sheet – deployed strategically  temporary increase Tier 1 Ratio at 8.2% Tier 1 Ratio at 8.2%  slowed down repurchases

20. Third Quarter 2001 Financial Results October 17, 2001