1. Second Quarter 2002 Financial Results July 17, 2002

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. These risks and uncertainties could cause our results to differ materially from those set forth in such forward-looking statements. Such risks and uncertainties are described in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2002 and in the 2001 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.

3. 3  Results comparable to 1st quarter  Business performance –Retail continues strong momentum –Strong relative performance in IB fees but declines in trading drive IB results lower –JPMP loss -- weakness in TMT Second Quarter 2002

4. 4 2Q021Q022Q01 Operating Earnings ex. JPMP$0.66$0.69$0.68 Operating Earnings0.580.570.38 Reported Net Income0.500.480.18 Earnings Per Share ($ per share)

5. 5 Operating Results ($ in billions) 1Q022Q01 Revenue$7.9- - - 9%- - - Expenses5.0(3%)(5%)(6%) Credit Costs 1.28%45%50% Earnings 1.23%50% 1% % O/(U) 1H01 % O/(U) 2Q02 ROE11%11%7%11%

6. 6 Operating Expenses ($ in billions, except restructuring costs in millions) 162 106 $5.5 $5.2 $5.0 $4.8 $5.1 $5.0

7. 7  Total provision equals charge-offs –Consumer provision $130MM lower than charge-offs –Unallocated $120MM, raising unallocated to 16% of total Net Charge-offs and Loss Provision ($ in millions ) * % is annualized 2Q02 Commercial Loans$2931.17 $3201.27 Credit Card (Managed)7676.42 6585.87 Other Consumer950.43 960.42 Total Charge-offs$1,1551.96$1,0741.82 %*1Q02%*

8. 8 Credit ($ in billions) Reserves as a % of Loans Nonperforming Assets $2.5 $4.3 $3.2 $4.4 $3.3

9. 9 Revenue$3,50411%27% Expense1,6707%16% Credit Costs7361%17% Retail and Middle Market Results ($ in millions, operating basis) 2Q021Q022Q01 % O/(U) Earnings ROE19%21%26%  Strong card, mortgage and auto; hedge gains on servicing  Deposit growth but lower spreads Overhead48%50%52%

10. 10 Treasury and Securities Services ($ in millions, operating basis)  Record quarter despite slow revenue growth -- weak markets and low rates  Expense management 2Q021Q022Q01 % O/(U) Revenue$9855%2% Investor Svcs 428 9%- - - Treasury Svcs331(1%)(1%) Inst’l Trust2219%12% Earnings ROE20%20%23% Overhead72%76%76%

11. 11 2Q021Q022Q01 % O/(U) Overhead65%58%61% Overhead ex restructuring61%57%61% Investment Bank Results ($ in millions, operating basis)  Weak markets -- no turnaround yet  Expense management  Credit costs remain high Earnings ROE17%16%10% Revenue$3,093(14%)(17%) Expense2,016(4%)(11%) Credit Costs3069%83%

12. 12 2Q021Q022Q01 % O/(U) Investment Bank Revenue ($ in millions, operating basis) Trading & brokerage commissions$1,406(28%)(23%) Fixed income1,051(32%)(11%) Equities355(15%)(45%) Investment banking fees$7836%(15%) Underwriting5917%(4%) Advisory1921%(37%)

13. 13 Market Shares #6#5#1 #9 #6 #2 #1 Source: Thomson Financial Securities Data, based on proceeds

14. 14 Investment Management & Private Banking ($ in millions, operating basis) Earnings ROE7%8%8% Revenue$691(5%)(12%) Expense 520(5%)(18%) 2Q021Q022Q01 % O/(U)  Lower activity and lower rates in private banking  Money market outflows, retail mutual fund inflows Pre-tax Margin21%22%19% AUM ($ in BN)$541$581$609

15. 15 2Q021Q022Q01 MTM($20)($177)$80 Writedowns/Write-offs(216)(250)(1,003) Realized Gains111172100 JPMP Private Equity Losses Total Private Equity Losses($125)($255)($823) ($ in millions)  70% of 2Q02 writedowns/write-offs in tech and telecom  No turnaround yet

16. 16 Balance Sheet and Capital ($ in billions, except earnings/issuance in millions) *estimated Assets$694$713$741 RWA$455$449$445 Total Earnings retained$327$612 Net issuance290504 Contribution to Equity$617$1,116 2Q02 6 mo. 2002 *

17. 17  Earnings benefit from diversified business mix  Continued weak environment negatively impacts market-related businesses  Maintaining expense discipline and strong capital ratios 2Q02 Summary