First Quarter 2002 Financial Results April 17, 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 2001 Annual Report on Form 10-K 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. Restatement: Operating earnings for 2001 have been adjusted by adding back amortization of goodwill to present 2001 results on a basis comparable to this year’s first quarter, which included the impact of the implementation of SFAS 142.

First Quarter 2002 Results much better than 4Q, below 1Q Focus on expense management Credit costs decline from high 4Q level Business highlights Record Retail, improving Investment Management Investment Bank ROE of 16% Loss at JPMP – Triton PCS Strong liquidity and capital position

Earnings Per Share ($ per share) 1Q02 4Q01 1Q01 Operating Earnings ex. JPMP $0.69 $0.34 $0.74 JPMP (0.12) (0.17) 0.00 Operating Earnings 0.57 0.17 0.74 Non-operating Charges (0.09) (0.29) (0.12) Amortization of Goodwill - - - (0.05) (0.04) Reported Net Income $0.48 $(0.18) $0.58

Operating Results Earnings Drivers Revenue 15% (8%) Expenses 7% (8%) ($ in millions) Earnings Drivers Expense initiatives fully incorporated  increased operating leverage Integration of four firms behind us Private bank cross-sell success O/(U) 4Q01 1Q01 Revenue 15% (8%) Expenses 7% (8%) Credit Costs (38%) 56% ROE 15% 3% 11%

JPMP Private Equity Gains/Losses ($ in millions) 1Q02 Direct cash gains $172 Direct write-offs ($173) Realized $ (13) Unrealized (242) Total ($255) Triton PCS ($197) 4Q01 ($398) 1Q01 $139

Operating Results excl. JPMP ($ in millions) Earnings Drivers Expense initiatives fully incorporated  increased operating leverage Integration of four firms behind us Private bank cross-sell success O/(U) 4Q01 1Q01 Revenue 12% (3%) Expenses 7% (8%) Credit Costs (38%) 56% ROE 18% 8% 16%

Operating Expenses ($ in billions) Severance Sumitomo $230mm Providian

Credit Costs 1Q02 %* 4Q01 Commercial Loans $320 1.27 $433 1.58 ($ in millions) 1Q02 Commercial Loans $320 1.27 $433 1.58 Credit Card (Managed) 658 5.87 538 5.48 Other Consumer 96 0.44 111 0.47 Total Charge-offs $1,074 1.82 $1,082 1.80 Incremental Reserves 0 650 Loan Loss Provision $1,074 $1,732 %* 4Q01 * % is annualized

Reserves 1Q02 4Q01 1Q01 Loan Loss Reserves $5.0 $4.5 $3.7 ($ in billions) 1Q02 Loan Loss Reserves $5.0 $4.5 $3.7 Commercial Reserves/ 1.8% 1.6% 1.4% Commercial Loans Total Reserves/ Total Loans 2.3% 2.1% 1.7% 4Q01 1Q01

Nonperforming Assets and Commercial Loans ($ in billions) Nonperforming Assets Commercial Loans $4.3 $3.9 $3.2 $2.8 $2.2

Retail and Middle Market Results ($ in millions, operating basis) % O/(U) Earnings 1Q02 4Q01 1Q01 Revenue $3,131 7% 18% Expense 1,555 4% 13% Credit Costs 726 (22%) 22% Overhead 50% 51% 52% Closed Providian acquisition Higher business volumes, lower cost of funds but narrower deposit spreads ROE 20% 14% 22%

Investment Management & Private Banking ($ in millions, operating basis) % O/(U) Earnings 1Q02 4Q01 1Q01 Revenue $741 1% (10%) Expense 557 (5%) (19%) Credit Costs 23 (26%) NM Pre-tax Margin 22% 16% 16% Expense management Strong mutual fund performance and retail flows ROE 6% 6% 8% ROE 19% 21% 27% Tangible

Investment Bank Results ($ in millions, operating basis) % O/(U) Earnings 1Q02 4Q01 1Q01 Expense initiatives fully incorporated  increased operating leverage Integration of four firms behind us Private bank cross-sell success Revenue $3,620 17% (16%) Expense 2,116 14% (17%) Credit Costs 282 (54%) 197% Overhead 58% 60% 59% Low market activity -- focus on productivity High credit costs ROE 21% 8% 16%

Investment Bank Revenue ($ in millions, operating basis) % O/(U) 1Q02 4Q01 1Q01 Trading $1,696 66% (19%) Equities 195 191% (59%) Fixed Income 1,501 57% (7%) Investment Banking Fees $741 (21%) (21%) Advisory 191 (29%) (44%) Underwriting 550 (17%) (8%)

Treasury and Securities Services ($ in millions, operating basis) % O/(U) Earnings 1Q02 4Q01 1Q01 Revenue $935 (1%) (2%) Overhead 77% 73% 73% Revenue decline driven by Investor Services Overhead ratio reflects re-classification to gross revenues and expenses ROE 24% 23% 19%

Liquidity and Capital Management Raised additional liquidity $4.5 billion of LT debt and capital issuance $3.5 billion of consumer asset securitizations Extended average maturity of liabilities Managing to higher Tier 1 ratio Providian Master Trust acquisition Resume repurchases when free capital generation accelerates

1Q02 Summary Better results in continued weak environment Focus on expense management Well positioned for market recovery