1. Copyright © 2002 J.P. Morgan Chase & Co. All rights reserved. May not be reproduced or distributed without written permission of J.P. Morgan Chase & Co. IT Consultants – Staff Supplementation Preferred Vendor Selection RFP & VMO Implementation

2. Copyright © 2002 J.P. Morgan Chase & Co. All rights reserved Page 2 Contents  Background  Objectives  Preferred Vendor Selection Process  Vendor Management Office (VMO) Implementation  Critical Success Factors  VMO Metrics  Appendix

3. Copyright © 2002 J.P. Morgan Chase & Co. All rights reserved Page 3 Background (Prior to Merger) Heritage JP Morgan - Process and Stats Gatekeeper Model - 100 Vendors Engaged 12 Preferred Vendors in US 85% Compliance Rate Function within Human Resources Heritage Chase - Process and Stats Self Service Model - 400+ Vendors engaged 35 Preferred Vendors in US 40% Compliance Rate Function within Procurement EMEA – both heritage firms “Vendor on Premises” (VOP) model used – function outsourced to Hays (Chase) and Resource Solutions (Morgan) Function only covered procurement of independent contractors Near 100% compliance for covered consultants and geographies

4. Copyright © 2002 J.P. Morgan Chase & Co. All rights reserved Page 4 Both H-Chase and H-JPM (pre- 1999) fell victim to the inefficiencies of the decentralized self service model  Global vendor leverage: Too many vendors;lack of controlled buying; Rates agreed through POS negotiations with project managers without leveraging firms global buying power.  Commitment from vendors : Few vendors view JPMC as a preferred client  Cost controls: Rate ranges varied widely across regions, skill sets, and business knowledge.  Vendor metrics: Vendor quality was poorly or never measured. Vendor relationships were too often based on the last consultant provided by that vendor.  Workflow automation tools: Procurement and negotiation done by Project Managers over the phone  Consistency in vendor management: vendors poor performance with no consequence Background – (continued)

5. Copyright © 2002 J.P. Morgan Chase & Co. All rights reserved Page 5 The primary objective of the new Preferred Vendors Program and VMO rollout is to provide high quality, cost effective IT consulting services to the firm with sustained cost control over our $650mm annual global spend. Key JPMC requirements from preferred vendors OPTIMIZE COVERAGE  Ensure a steady supply of high quality SS consultants  Select preferred vendors for all major domestic locations who can provide a broad-based, high-quality, steady supply of technical support for JPMC applications and system on a T&M basis  Select a secondary-list of specialized vendors for “hard-to-find skills”  Provide representation of minority and women-owned business enterprises (MWBE) amongst vendors  Classify preferred vendors as per three tiers – national, regional, and specialty  Obtain most favorable rates  Develop new rate card pricing for all regions  Increase spend leverage by consolidating annual spend of over $600 million with fewer vendors  Regional pricing  Improve quality and productivity of work provided by vendor personnel  Increase vendor accountability for performance of personnel  Decrease time spent by JPMC managers in acquiring/managing SS consultants  Lower SS consultant attrition rate  Encourage vendors to invest in JPMC-specific infrastructure knowledge Strategic Objectives Requirements for pricing/rate nPer WAC-level classification nCost-plus methodology nTiered volume discounts Service-level definitions n Full-time recruiter n Dedicated account representative Business and legal terms n Vendor compliance terms and conditions n JPMC Master Agreement for consulting services Requirements for pricing/rate nPer WAC-level classification nCost-plus methodology nTiered volume discounts Service-level definitions n Full-time recruiter n Dedicated account representative Business and legal terms n Vendor compliance terms and conditions n JPMC Master Agreement for consulting services Objectives DECREASE RATES IMPROVE EFFECTIVENESS

6. Copyright © 2002 J.P. Morgan Chase & Co. All rights reserved Page 6 The VMO will accomplish these objectives through a centralized managed service and supplier community offering world-class breadth and depth of capability National Regional LOB/Niche/ Specialty Tier 1 National Preferred - Capabilities to Service All US Domestic Locations. All Consultant Requisitions from ALL regions will be issued to these vendors Tier 2 Regional Preferred - Support only the regions they have been selected for. All consultant Requisitions from within these regions issued to these vendors in addition to the Tier 1 National Vendors Tier 3 Line of Business /Speciality Specific - UNIQUE Capabilities/scarce skillsets to service specific LOB’s; will receive the requisition that originates from the LOB in addition to the Tier 1 National Vendors and Tier 2 Regional Vendors - Restricted to very limited use & approval by VMO required $ 650 million in leveraged rates Specific service level criteria Vendor Performance Management Standardized job classifications and pricing Vendor Management Office Objectives (continued)

7. Copyright © 2002 J.P. Morgan Chase & Co. All rights reserved Page 7 ?? vendors selected New regional rate card by skill/proficiency ActivitiesNegotiate with short-listed vendors Select no. of preferred vendors targeted Choose top 55 vendors as per tiers Develop RFP to be sent to vendors Create vendor evaluation criteria and scoring methodology Set criteria for selecting vendors Select current vendors to receive RFP Select new vendors to receive RFP Short-list vendors as per vendor evaluation framework Involve regional IT management in selection Finalize vendors Issue RFP Receive proposals Develop RFP/ evaluation framework Formalize distribution list Short-list vendors  Preferred Vendor list  New Rate- cards Results Final RFP Vendor evaluation tools RFP distribution list with 135 vendors selected nationwide ?? vendors short-listed Send RFP Receive letters of proposals from vendors 135 RFPs sent 120 proposals received Status   Preferred Vendor Selection Process = Completed 

8. Copyright © 2002 J.P. Morgan Chase & Co. All rights reserved Page 8 Preferred Vendor Selection Process (continued) TIER 1 National Preferred Capabilities to service all US domestic locations. All consultant requisitions from ALL regions will be issued to these vendors. TIER 2 Regional Vendors Support only the regions they have been selected for. All consultant requisitions from within these regions issued to these vendors in addition to the Tier 1 National Vendors. NY/NJ RegionalDE RegionalTX RegionalFL RegionalMA RegionalOH RegionalCA Regional TIER 3 Line of Business / Speciality Specific UNIQUE Capabilities/scarce skillsets to service specific LOB’s; will receive the requisition that originates from the LOB in addition to the Tier 1 National Vendors and Tier 2 Regional Vendors – Restricted to Very Limited.

9. Copyright © 2002 J.P. Morgan Chase & Co. All rights reserved Page 9 The key benefits include:  Enable the firm to realize sustained cost control over our $650mm annual global spend.  Cost savings through an increased use of preferred vendors and strict enforcement of exception processing. Point of Sale (POS) negotiating eliminated through standard regional rate cards.  Cost savings through adherence to rate cards and increased management of the vendors. The VMO process utilizes a quarterly scorecard system to monitor vendors, enabling an active management of them.  Speed improvements by the implementation of a professional services automation (PSA) tool, standardization of processes  Quality and speed improvements due to the presence of professional recruiters ensuring our job requirements are understandable and screening unqualified candidate from the PMs.  Risk Management - Only qualified vendors are utilized and mitigate co-employment and legal risk associated with temporary technology workforce employees  Improve Project Manager productivity by relieving project management of recruiting burden The expansion of h-Morgan's existing VMOs to include all units with JP Morgan Chase (JPMC) is a key recommendation of the Technology Procurement Project (TPP) VMO Implementation

10. Copyright © 2002 J.P. Morgan Chase & Co. All rights reserved Page 10 The VMO will be managed under the Strategic Technology Sourcing Organization and will service all JPMC domestic locations through regional delivery teams VMO Implementation (continued) Senior Sourcing Manager VMO Team Leader VMO Staff US LocationAreas Served Approx. Number of Consultants Percentage of Total Consultants Number of VMO Staff Percentage of Total VMO Staff NYNorthern U.S. (including NY/NJ MA/PA/DE/OH) 2,74584880 TXSouthern U.S. (including TX/CA FL/AZ/CO/TN) 51215220

11. Copyright © 2002 J.P. Morgan Chase & Co. All rights reserved Page 11 The VMO’s Regional Delivery teams are managed by IT, Sourcing, and Recruiting Professionals that provide end to end support  Supplier Management Selection/de-selection process Identification of new Supply Negotiates leveraged agreements Creation of Global Master Agreement and ensuring contractual compliance Financial and service level tracking Supplier/contractor performance reporting Vendor/Supplier relationship management  Account Management Works with IT Community to understand needs and forecast skill-set demand Implements managed program Ensures effective delivery of program Systems development and support  Resource Management Responsible for delivery of candidates Manages daily user/supplier interaction and work flow Screens resumes and negotiates rates Systems development and support VMO Implementation (continued) Roles & Responsibilities:

12. Copyright © 2002 J.P. Morgan Chase & Co. All rights reserved Page 12 The VMO’s shifts the IT Consultant “Buying” process to a centralized managed service model that will strengthen control around our $650mm annual spend, eliminate “point of sale” negotiations, enable stronger compliance with preferred vendors program, pre-negotiated contractual rate cards, and stronger vendor performance reporting. PM submits assignment requirements to VMO VMO contacts preferred vendors with specific requirements VMO screens resumes and sets up interviews with PM for qualified candidates VMO completes task order, ensures program/ rate card compliance, capture vendor metrics PM interviews candidates, and sends decision to VMO Preferred Vendors prescreen candidates and submit candidate resumes NationalRegional LOB/ ”Niche” Onboarding Team Centralized Managed Service Model - “Gatekeeper ” * see appendix for detailed process flow Vendor Management Office ( VMO) Vendor BVendor E Vendor D Vendor C Vendor A Create Task Order Post Accept negotiations Decentralized Operating Model PM Contact Vendors Interviews “Point of Sale” Negotiations Initiates On-boarding Send to Procurement VMO Implementation (continued)

13. Copyright © 2002 J.P. Morgan Chase & Co. All rights reserved Page 13 The expansion of the VMO’s shifts the procurement of IT Consultants to a centralized managed service model. The “Rules of Engagement” are the guiding principles for the VMO AD&IT PMs Will: Post ALL staff supplementation/T&M consultant positions with the VMO through the PSA (any exceptions must be approved by the VMO) Not communicate requirements to vendors directly Forward all direct or unsolicited vendor candidate submissions to the VMO Direct all prospective, “non-preferred” vendor inquiries to the VMO Manage the duration of the consultant assignment to not exceed 12 months without prior approval from the VMO and CTO Not directly engage independent consultants (“1099s”; Contact your VMO administrator to engage an independent consultant) Discuss all consultant inter-entity transfers, re-classifications, requested rate changes, and separations with the VMO Communicate any vendor abuses of the VMO processes to the VMO The VMO Will: Distribute consultant requisitions with detailed requirements, including WAC/Level information Facilitate distribution of candidate resumes to hiring managers & Facilitate scheduling of consultant interviews Negotiate new consultant billing rates Capture consultant WAC/Level, hire date, billing rate, and vendor firm name in for purposes of reporting, analysis, and calculating volume discounts Collect and maintain accurate and timely vendor and VMO performance metrics Manage the relationship with each preferred vendor and dynamically maintain preferred list to reflect vendor performance and/or JPMC’s requirements Monitor the market place and make rate card adjustments as required Collect and maintain vendor profiles detailing available skill sets, locations, references, and contacts Qualify new and potential vendors Facilitate quarterly meetings with the vendors and provide them with candid feedback based on their respective performance metrics Manage and facilitate resolution of key issues and exceptions Facilitate contractual requirements/Exhibits VMO Implementation (continued)

14. Copyright © 2002 J.P. Morgan Chase & Co. All rights reserved Page 14  Strong Top-down support- Senior Management Sponsorship  Broad communication of new program and TPP Recommendation  Senior LOB Management Support  Development of Compliance Program  Track LOB Compliance  Stronger Limitations on Exception Processing  Transition to VMO Program  Firm-wide communications program  Vertical Automation Solution Critical Success Factors

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17. Copyright © 2002 J.P. Morgan Chase & Co. All rights reserved Page 17 Appendix  Preferred Vendor Score Card  VMO Process Flowchart

18. Copyright © 2002 J.P. Morgan Chase & Co. All rights reserved Page 18 Preferred Vendor Score Card 20% Hit Ratios 20% Customer Satisfaction 25% Adherence to JPMC Procedures 15% Adherence to Rate Card 10% Financial Processing 10% Responsiveness/Efficiency Preferred Vendor Score Card

19. Copyright © 2002 J.P. Morgan Chase & Co. All rights reserved Page 19 Manager Create Job Requisition In Validate Request w/VMO Validate Request w/VMO VMO Review & Approve Job Requisition Verify WAC/LEVEL Job Match/Rate Rang Discuss w/Mgr Format Job Requisition/ E-mail to VMO Vendors Receive Candidate Resumes Screen Resumes Enter ATS Check for Prior Submittal Review Job Description / Search for Consultant Forward Candidate Resumes / Rates Update Worksheet w/ Candidate, Vendor, Interest Date Coordinate Interview Provide Consultant Interview Times Consultant Interview Consultant Acceptance Extend Offer To Vendor Verify Negotiate Rate Consultant Acceptance Designate Interview team/ Provide Interview Times Yes Contract? Interview Consultant No Yes To CBS Onboarding Process VMO Process Flowchart