1. Second Quarter 2001 Financial Results July 18, 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 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 Second Quarter 2001   Weaker performance -- below firm’s potential   Focus on expense reduction   $6 billion stock repurchase authorization

4. 4 Cash Operating Earnings ($ in millions) Cash ROE 22% 17% 9% 16% 8% $1,849 $1,576 $949 $1,613 $873 2Q002Q011Q013Q004Q00

5. 5 Excl. JPMP$0.72$0.79$0.84 JPMorgan Partners(0.30)(0.01)0.10 Amortization(0.09) (0.08) (0.05) Operating EPS$0.33$0.70$0.89 Operating Basis: Excludes non-recurring items; EPS shown on a diluted basis Operating Earnings Per Share 2Q011Q012Q00 Cash EPS

6. 6 Realized Gains (Losses): Gains $57 $96 Write-Offs (106)(155) Sub-total ($49)($60) Unrealized Gains (Losses): Public Mark-to-Market $22 $94 Write-Downs(568)(861) Sub-total($546) ($767) Private Equity Gains (Losses)($595)($827) JPMorgan Partners TMTTotal ($ in millions) Note: some numbers may not add due to rounding 2Q01 Total $1B

7. 7 ($ in billions) OriginalCost Value Value to Cost Orig. Cost Value6/30/01 JPMorgan Partners 1999 and 2000 TMT Direct Investments *Value reflects cash received on liquidated investments ($0.7B), public securities at quoted prices ($0.5B) and private investments at book ($0.3B) Investments with gains*0.5 1.5270% Total $2.5$2.6103% Investments at/below cost$2.0$1.155%

8. 8 JPMorgan Partners Total Investments $9.9 B 17% Public Other $6.8 B TMT $3.1 B 1999-00 $1.7 B 19% Public Other Yrs $1.4 B 43% Public TMT Direct Investments $3.1 B 29% Public Book values as of 6/30/01

9. 9 Investment Bank Results ($ in millions, cash operating basis) Operating Revenue$3,775(15%)(11%) Operating Expense 2,366(10%)(8%) Earnings$790(25%)(20%) Overhead Ratio 63%59%61% ROCE17%22%22% 2Q01 O(U) 1Q01 O(U) 2Q00* *pro-forma Flemings

10. 10 Advisory, Underwriting and Trading   IB fees of $0.9 billion -- good relative performance   World’s #1 Debt Arranger 1 > >#2 U.S. bond underwriting 2 > >#2 Euro high grade bond 2 and re-gaining high yield   Strong first half in Global M&A   Trading revenue down   Lower volatility & volumes in core businesses > >No significant presence in MBS or energy   Solid risk management 1 Source: Euromoney, June 2001 2 Source: Thomson Financial

11. 11 Treasury & Securities Services ($ in millions, operating basis) 24%25%22% Cash ROCE Cash Earnings Treasury 37% Securities 63% Revenue $909   Good results in Treasury Services and Institutional Trust   Investor Services impacted by lower global asset values

12. 12 ($ in millions, operating basis) Investment Management & Private Banking Revenue $788 Investment Management 43% Private Banking 57% *pro-forma Flemings 10%6%8% Cash Earnings Cash ROCE   Earnings growth driven by expense reduction   Positive net cash flow; slight growth in AUM

13. 13 Retail & Middle Market Cash ROCE 22%22%21% ($ in millions, operating basis) Cash EarningsProduction Statistics ($ in billions) Credit cards (1) $3815% Mortgage orig.$54200% Auto originations $5109% Deposits$904% Electronic trades33,000(28%) (per day) 2Q00 (1) End of period outstandings 2Q01 vs.

14. 14  Focus on operating environment  Impact of headcount reductions  Merger savings  Focus on operating environment  Impact of headcount reductions  Merger savings Cash Operating Expenses

15. 15 Expense Discipline pro-forma Flemings 2Q011Q014Q002Q00 $5.1B($0.3)($0.5)($0.2) O/(U) Total Cash Expenses -8% -3% 2% 7% 12% 17% RevenueExpense 2Q01 1Q01 4Q00 Note: Revenue and expense YOY growth rates exclude JPMorgan Partners

16. 16 Net Charge-Offs ($ in millions) Commercial Loans$2120.770.500.32 Credit Card (Managed)5075.545.055.16 Other Consumer790.360.40 0.35 Total$798 2Q01%*1Q01 %*2Q00 %* * % is annualized for quarterly data and based on average outstandings

17. 17 $113 $119 $113 Com. Loans/Assets: 16.6%15.8%15.8% ($ in billions) Nonperforming Assets Commercial Loans NPA/Assets: 0.27%0.31%0.35% $1.9 $2.2 $2.5 ConsumerCommercial

18. 18 % of Total Commercial Portfolio6.4% Telecommunications Portfolio ($ in billions; at 6/30/01) Credit- Related Assets % Total Telecom Non- Investment Grade % of Segment Investment Grade Wireless and Wireline$8.786%69%31% Emerging Telecom1.414%6%94% Total Telecom Credit-Related Assets$10.1100%60%40% Total Associated Exposure1.534%66% Total Telecom & Associated Exposure$11.657%43%

19. 19 Capital Management  Maintain strong position  Target Tier 1 Ratio: 8 - 8.25%  SVA discipline  Committed to invest only when returns exceed cost of capital  Return excess capital  $6 billion stock repurchase authorization

20. 20 Distribution of Book Value of $9.9B at 6/30/01 JPMorgan Partners Total Investments Venture Capital 21% Growth Equity 35% Buyout 44% Investment Type North America 80% Latin America 5% Europe 12% Asia 3%Geography Life Sciences/ Healthcare 7% Real Estate 4% TMT 32% Consumer Retail & Svcs 12% Financial Svcs 5% Industrial 19%Industry Funds 21%

21. 21 JPMorgan Partners Continuing Strong Returns Cash on Cash IRR TMTIndustrial Cons Retail Svcs Life Health Fin Svcs Total Note: Reflects heritage Chase Capital Partners portfolio only

22. 22 JPMorgan Partners Continuing Strong Returns Fair Value IRR 1 TMTIndustrialTotal Cons Retail Svcs Life Health Fin Svcs Note: Reflects heritage Chase Capital Partners portfolio only 1 Fair value includes cash on cash and impact of public and private investments at fair value. Calculated pursuant to the time zero method.

23. 23  Diversification JPMorgan Partners Lessons  Confident in business model  Globally integrated network  Good time to invest  World class team  Strong & disciplined review processes  Manage exposure of JPMC to asset class