8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): November 6, 2008

JPMORGAN CHASE & CO.

(Exact name of registrant as specified in its charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-5805	13-2624428
(Commission File Number)	(IRS Employer Identification No.)
270 Park Avenue, New York, NY	10017
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:

(212) 270-6000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure

On October 31, 2008, JPMorgan Chase & Co. (“JPMorgan Chase” or the “Firm”) presented information regarding the Firm’s Retail Financial Services business at the 2008 Bancanalysts Association of Boston Conference. The associated slide presentation is included as Exhibit 99.1 hereto.

The attached exhibit is being furnished pursuant to Item 7.01, and the information contained therein shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities under that Section. Furthermore, the information contained in the exhibit shall not be deemed to be incorporated by reference into the filings of the Firm under the Securities Act of 1933.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

Exhibit Number	Description of Exhibit
99.1	JPMorgan Chase & Co. Slide Presentation; Retail Financial Services

The attached exhibit contains forward-looking statements 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. Factors that could cause JPMorgan Chase’s actual results to differ materially from those described in the forward-looking statements can be found in JPMorgan Chase’s Current Report on Form 8-K dated September 26, 2008, its Quarterly Reports on Form 10-Q for the quarters ended June 30, 2008, and March 31, 2008, and its Annual Report on Form 10-K for the year ended December 31, 2007, each of which has been filed with the Securities and Exchange Commission and is available on JPMorgan Chase’s website (www.jpmchase.com) and on the Securities and Exchange Commission’s website (www.sec.gov). JPMorgan Chase does not undertake to update the forward-looking statements to reflect the impact of circumstances or events that may arise after the date of the forward-looking statements.

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

JPMORGAN CHASE & CO. (Registrant)
By:	/s/ Anthony J. Horan
	Anthony J. Horan Corporate Secretary

Dated: November 6, 2008

3

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	JPMorgan Chase & Co. Slide Presentation; Retail Financial Services

4

EX-99.1

N

O

V

E

M

B

E

R

6

,

2

0

0

8

2

0

0

8

B

A

N

C

A

N

A

L

Y

S

T

S

A

S

S

O

C

I

A

T

I

O

N

O

F

B

O

S

T

O

N

C

O

N

F

E

R

E

N

C

E

Charlie Scharf

Chief Executive Officer, Retail Financial Services

Exhibit 99.1

Agenda

Page

Washington Mutual update

Branch banking update

Home lending credit and performance

RFS financial results

1

1

3

14

22

The figures reflected in this presentation refer to heritage-

JPMorgan Chase figures only, except where specifically noted as

being pro forma combined for the Washington Mutual transaction

YTD

YTD

3Q07

3Q08

$O/(U)

Revenue

$12,664

$14,592

$1,928

Credit Costs

1,559

5,502

3,943

Expense

7,360

8,012

652

Net Income

$2,283

$626

($1,657)

Retail Banking

$1,684

$1,942

$258

Loan Portfolio/Other

$246

($1,803)

($2,049)

Mortgage

$107

$251

$144

Auto Finance

$246

$236

($10)

Revenue growth of 15% driven by:

Regional Banking up 10%

Mortgage Production up 37%

Credit costs increased due to

home equity and prime and

subprime mortgage

Expense growth reflects:

Increased mortgage production

and servicing

Investment in retail

distribution network

YTD

3Q07

YTD

3Q08

$O/(U)

Net Charge-offs

$805

$2,926

$2,121

Increase in Allowance

754

2,576

1,822

Total Provision

$1,559

$5,502

$3,943

Financial results ($mm)

Credit costs ($mm)

Comments

Retail Financial Services results

2

Agenda

Page

Washington Mutual update

Branch banking update

Home lending credit and performance

RFS financial results

3

1

3

14

22

Credit performance

3Q07

4Q07

1Q08

2Q08

3Q08 

Home Lending Portfolio 

Average Outstandings ($B)

$134.3

$144.5

$153.0

$156.4

$155.5

Net Charge-offs ($mm)

$199

$336

$646

$807

$1,113

Net Charge-off Rate

0.59%

0.92%

1.70%

2.07%

2.85%

Allowance for Loan Losses ($mm)

$1,304

$1,833

$3,619

$4,202

$4,896

Key credit statistics

1

Excludes loans held-for-sale

4

1

Home Lending -

Significant credit actions taken

* For Prime 1   Lien Products LTV>80%  covered by MI and will be

underwritten by the MI Companies

Significant credit policy actions

Exited wholesale broker

Eliminated Stated Docs

Maximum CLTV range of 50-80% 

Exited Investor and Second Homes and Florida Condo

Eliminated Tier 4 (~<670 FICO)

Home Equity

Exited wholesale broker

Eliminated Stated/Reduced Docs

Maximum CLTV of 55-85%*, implemented Declining Market

Policy

Exited Alt-A and Secure Flex Interest Only Affordability

Product

Exited Investor and Second Homes and Florida Condo

Retail-tighten cash out limits from $500K to $250K

Prime Mortgage –

Jumbo Non-

Agency

Full Documentation unless Streamlined Rate & Term

Refinance

Tighter underwriting standards for LTV >80%

*

Exited Florida Wholesale Investor, Second Homes, Condo

and 2-4 Units

Prime Mortgage –

Agency Loans

Raised FICO score cut off to 580

Seller funded down payment assistance program eliminated

Prime Mortgage –

FHA/VA Loans

Exited

Subprime

Mortgage

Eliminated 10K Brokers & 300 Correspondents

Other

Owner-occupied

Retail channel

Full Docs

Max CLTV =

80% (50% in

some)

FICO =

670

Owner-occupied

Primarily retail

Full Docs

Max CLTV =

85%

FICO =

660

Low DTI

Tighter than Agency

standards

Tighter than FHA/VA

policies

None

Reduced

Continued business

5

Portfolio

st

Home Lending production by product ($B) and YoY % change

Home Lending production

Overall Chase production has declined 17% vs. estimated market decline of 56%   from 1Q07 to 3Q08

JPM increased 3Q08 market share to 13.6% and is the #3 originator

Conventional conforming and FHA production have increased to 90%

of volume, while other products have decreased

dramatically or been eliminated

Note: Includes Private Banking volume which is included in ranking disclosures

0

10

20

30

40

50

Conventional

Conforming

FHA/VA

Prime Jumbo

Alt A

Subprime

Home Equity

3Q07

4Q07

1Q08

2Q08

3Q08

(77%)

NM

(96%)

(72%)

255%

0%

1

Source: Inside Mortgage Finance as of October 31, 2008

6

1

1

JPM 30-day delinquency trend

Comments on home equity portfolio

Home Equity

Note: CLTV = Combined-Loan-to-Value.  This metric represents how much equity the borrower has in the property

Key statistics

1.00%

1.50%

2.00%

2.50%

3.00%

Sep-

05

Dec-

05

Mar-

06

Jun-

06

Sep-

06

Dec-

06

Mar-

07

Jun-

07

Sep-

07

Dec-

07

Mar-

08

Jun-

08

Sep-

08

3Q08 

2Q08

3Q07

EOP owned portfolio ($B)

$94.6

$95.1

$93.0

Net charge-offs ($mm)

$663

$511

$150

Net charge-off rate

2.78%

2.16%

0.65%

Nonperforming loans ($mm)

$1,142

$1,008

$556

Significant

underwriting

changes

made

over

the

past

year

include

elimination

of

stated

income

loans

and

state/MSA

based

reductions

in

maximum

CLTVs

based

on

expected

housing

price

trends. 

Maximum CLTVs

now range from 50% to 80%

New originations down significantly in 3Q08

High CLTVs

continue to perform poorly, exacerbated by housing price declines in key geographies

Continued

deterioration

—

quarterly

losses

could

be

as

high

as

$725-$800mm

over

the

next

several

quarters (net charge-offs of 3.25% to 3.50%)

7

Subprime Mortgage

JPM 30-day delinquency trend

Comments on subprime mortgage portfolio

1

Excludes mortgage loans held in the Community Development loan portfolio

Key statistics

0%

5%

10%

15%

20%

25%

30%

Sep-

05

Dec-

05

Mar-

06

Jun-

06

Sep-

06

Dec-

06

Mar-

07

Jun-

07

Sep-

07

Dec-

07

Mar-

08

Jun-

08

Sep-

08

3Q08 

2Q08 

3Q07

EOP owned portfolio ($B)

$13.4

$14.8

$12.1

Net charge-offs ($mm)

$273

$192

$40

Net charge-off rate

7.65%

4.98%

1.62%

Nonperforming loans ($mm)

$2,384

$1,715

$790

Portfolio experiencing credit deterioration as a result of risk layering and housing price declines

Eliminated new production and portfolio is in run-off

Continued

deterioration

—

quarterly

losses

could

be

as

high

as

$375-$425mm

in

early

2009

8

1

3Q08 

2Q08 

3Q07

EOP balances in Corporate ($B)

$42.0

$42.6 

$32.8

EOP balances in RFS  ($B)

$4.9

$4.6

$2.8

Total EOP balances ($B)

$46.9

$47.2

$35.6

Corporate net charge-offs ($mm)

$130

$84

$4

RFS net charge-offs ($mm)

$47

$20

$5

Total net charge-offs ($mm)

$177

$104

$9

Net charge-off rate (%)

1.51%

0.91%

0.11%

Nonperforming loans ($mm)

$1,496

$1,232

$282

Comments on prime mortgage portfolio

Note: CLTV = Combined-Loan-to-Value.  This metric represents how much equity the borrower has in the property

Key statistics

JPM 30-day delinquency trend

0.00%

0.50%

1.00%

1.50%

2.00%

2.50%

3.00%

3.50%

4.00%

4.50%

5.00%

5.50%

Sep-

05

Dec-

05

Mar-

06

Jun-

06

Sep-

06

Dec-

06

Mar-

07

Jun-

07

Sep-

07

Dec-

07

Mar-

08

Jun-

08

Sep-

08

CA/ FL exhibit the highest charge-off rates and account for 80% of 3Q08 losses while only 37% of the

outstanding portfolio

The loss contribution is greatest from the 2006 and 2007 vintages

Recent underwriting changes for non-conforming loans include:

Eliminated stated income

Reduced allowable CLTVs

(all markets); set even tighter CLTV limits in markets with declining HPAs

Exited broker business

Tightened underwriting standards even further for Florida

Quarterly losses could be as high as $300mm in early 2009 (net charge-offs of 2.25% to 2.50%)

1

Includes

Construction

Loans

and

Loans

eligible

for

repurchase

as

well

as

loans

repurchased from GNMA pools that are insured by US government agencies

Prime Mortgage

9

1

Impact of housing

30+ Day Delinquency Rate

NCO Rate

Peak to

Current HPA

Sept ‘07

Sept ‘08

Sept ‘07

Sept ‘08

% YTD

Losses

Prime

AZ, CA, FL

(33%)

2.0%

8.1%

0.1%

3.6%

81%

All Other

(6%)

1.4%

2.7%

0.0%

0.5%

19%

Home Equity

AZ, CA, FL

(33%)

1.6%

3.8%

1.3%

7.5%

62%

All Other

(6%)

1.5%

2.0%

0.6%

1.5%

38%

HPA and credit statistics

10

Emerging impact of unemployment

30+ Day Delinquency Rate

Sept ’08

Unemployment

Rate

Sept ’07

Sept ’08

% Sept ’08

Balances

% YTD

Losses

Prime

AZ, CA, FL

7.2%

2.0%

8.1%

40%

81%

IN, MI, OH

7.5%

2.4%

3.3%

4%

3%

All Other

5.9%

1.4%

2.6%

56%

16%

Home Equity

AZ, CA, FL

7.2%

1.6%

3.8%

27%

62%

IN, MI, OH

7.5%

2.7%

3.2%

12%

8%

All Other

5.9%

1.3%

1.9%

61%

30%

Unemployment and credit statistics

11

Foreclosure prevention efforts

Foreclosure Prevention Efforts¹

Number of phone calls

125.5mm

“Doors knocked”

205K

Borrowers reached

1

6.1mm

Total foreclosures prevented

2

250K

Foreclosure prevention –

total owned and securitized portfolio

1

3Q08 YTD foreclosure prevention efforts and borrowers reached

2

Total foreclosures prevented since early 2007

12

New actions to help families stay in their homes

Systematically review the entire mortgage portfolio to determine

proactively which

homeowners are most likely to require help –

and try to provide it before they are

unable to make payments

Proactively reach out to homeowners to offer pre-qualified modifications

Establish 24 new regional counseling centers to provide face-to-face help

Add 300 more loan counselors so that delinquent homeowners can work with the same

counselor throughout the process.  Will add more counselors as needed

Create an independent process within Chase to review each mortgage before it is sent

into foreclosure –

to validate each borrower was offered appropriate modifications

Will not add any more Chase owned loans into the foreclosure process while

implementing enhancements

Disclose and explain in plain and simple terms the refinancing or modification

alternatives for each kind of loan, including using in-language communications

Expand the range of alternatives offered to modify pay-option ARMs

Offer discounts on or donate 500 homes to community groups or government programs

Use more flexible eligibility criteria and modification terms

Chase Foreclosure Prevention Program

13

Agenda

Page

Washington Mutual update

Branch banking update

Home lending credit and performance

RFS financial results

14

1

3

14

22

3Q07

4Q07

1Q08

2Q08

3Q08

QoQ

YoY

Retail Banking (Consumer

and Business)

$591

$561

$545

$674

$723

7%

22%

Loan Portfolio/Other

20

(190)

(978)

(320)

(505)

(58%)

NM

Total

$611

$371

($433)

$354

$218

(38%)

(64%)

Net Income ($mm)

3Q08 Regional Banking key statistics

Branch Banking profitability and growth drivers

Deposits of $211.5 billion as of September 30, 2008, up from $206.7 billion as of September 30,

2007

11.7 million checking accounts, up 1.1 million or 10% from 3Q07

10,201 personal bankers, up 698 or 7% from 3Q07

3,179 branches, up from 3,096 in 3Q07

9,308 ATMs, up 365 or 4% from 3Q07

15

Branch Banking

Priorities

Managing margin through the cycle

Continue to grow branch presence

Growth in salesforce

Growth in production and sales

Washington Mutual integration

16

($mm) 

3Q07 Margin

$1,565

Deposits

Account Growth

$93

Avg. Account Balance

(58)

Migration / Spreads

155

Subtotal – Deposits

$190

Lending/Other

$1

Total Variance

$191

3Q08 Margin

$1,756

Retail Banking: managing through the cycle

2

Balance Sheet mix and margin

Mix has remained fairly consistent

3Q07 thru 3Q08

Product spreads have increased

through the cycle as the Fed has

reduced rates

Objective to maximize Net Interest

Margin through disciplined pricing and

new product introduction

Highlights

3.06%

2.67%

2.64%

2.88%

2.75%

2.73%

0

50

100

150

200

250

300

2Q07

3Q07

4Q07

1Q08

2Q08

3Q08

0.00%

0.50%

1.00%

1.50%

2.00%

2.50%

3.00%

Checking

Savings

Time

Loan Balances

FF Avg.      5.25%     5.18%    4.53%

3.20%

2.08%

2.00%

17

2003

2004

2005

2006

2007

Thru Sep

2008

Total

Metro NY

-

13

51

22

28

11

125

Chicago

20

54

25

15

21

7

142

Arizona

7

10

19

11

15

9

71

Texas

17

30

26

22

35

15

145

Michigan

2

3

10

35

10

6

66

Colorado

5

2

6

12

9

4

38

Other

8

12

9

8

9

4

50

Total

59

124

146

125

127

56

637

Retail Banking new builds

New branches

2008 Estimate of 100 –

125

Focused on expansion in major footprint markets

Highlights

18

$9

$11

$14

$14

3Q05 YTD

3Q06 YTD

3Q07 YTD

3Q08 YTD

486

889

1,068

1,158

3Q05 YTD

3Q06 YTD

3Q07 YTD

3Q08 YTD

$5

$6

$8

$9

3Q05 YTD

3Q06 YTD

3Q07 YTD

3Q08 YTD

Credit card sales up 6%

Investment sales up 1% 

Credit Cards (# units in 000s)

Highlights (3Q08 vs. 3Q07)

Investment Sales ($B)

Mortgage Sales ($B)

Deepening growth in branch cross-sell

19

Jan 2006

Jan 2007

Aug 2008

Total Households

8,829,843

9,232,883

10,631,487

Checking Households

81%

82%

85%

with Credit Card

48%

53%

54%

with Online Banking

42%

54%

65%

with Online Billpay

14%

25%

34%

Developing and deepening customer relationships

Note: Households include only branch-based households (no credit card only or out-of-footprint lending)

Total core retail households

Relationship economics

The value of a product relationship is significantly greater than the value of stand-

alone products

The relationship value is driven by improved retention and greater cross-sell

20

Chase Mobile

On-demand, real-time account information

Industry-first national launch of account access by

texting in U.S.

Rapid Cash

Free funds transfer to Mexico for Chase checking

customers

Deposit-Friendly ATMs

$290mm investment in ATM deposit automation to

allow 24/7 deposit access

Expect to have 45% of full function ATMs to be web-

enabled by end of 2008

Debit Rewards

Leisure with United & Continental

Chase Picks Up the Tab

Access Checking

Checking with safeguards for consumers who don’t

qualify for other checking products

ATM Offers

Instant checking offers on receipts for non-checking

customers & prospects

Debit upgrade offers

Pre-approved credit cards

Innovation

Innovate to serve customers

21

SM

SM

Agenda

Page

Washington Mutual update

Branch banking update

Home lending credit and performance

RFS financial results

22

1

3

14

22

Key terms of acquisition of Washington Mutual’s banks

from FDIC acting as receiver

Transaction:

JPMorgan Chase acquired:

Substantially all of the assets of Washington Mutual’sbanks

All of the deposits and certain liabilities of Washington Mutual’sbanks

Transaction did not include:

Assets and liabilities of Washington Mutual Inc. (Holding Company)

Unsecured senior debt, subordinated debt and preferred of Washington Mutual’s banks

Consideration:

$1.9 billion cash paid to FDIC

23

Strategic Fit

Greatly enhances retail banking platform in attractive markets

Combined deposits of $911 billion and 5,410 branches at close¹

Expanding into attractive new markets (CA + FL)

Increases market share in existing largest fast-growing markets (NY, TX, IL, AZ, CO, UT)

Financially Compelling

Accretive immediately. Net income impact of approximately $0.50 per share in 2009, largely in

RFS –

pro rata amount expected to impact 4Q08 results

Asset write-downs reduce risk to volatility in future earnings

Allows significant margin for error

Opportunity to grow revenue and realize significant cost savings

Ability to bring expanded Chase products and services to WaMu branches

Drive efficiencies in branch network and back office

JPMorgan Chase maintains strong capital and liquidity positions

Retail deposits add to stable funding base

Ability to execute

Proven capabilities with success in Bank One/Chase and Bank of New York transactions

Little overlap with Bear Stearns integration

WaMu provides unique opportunity to expand retail banking franchise

and generate attractive returns for JPMorgan Chase shareholders

1

Source: SNL Financial; branch data as of September 18, 2008; deposit data as of June 30, 2008

24

Leader in retail banking and deposit gathering

Branches

Deposits ($B)

Source:

3Q08

Press

Releases.

JPMorgan

Chase

branch

count

from

9/30/08

reporting.

Pro

forma

Wells

Fargo

branches

from

the

10/3/08

Wells

Fargo

Investor

Presentation

Note: Branch count represents Retail branches only, excluding PCS

Rank

Institution

Branches (#)

1

Pro forma Wells Fargo

6,675

2

Bank of America

6,139

3

JPMorgan Chase

5,423

4

Pro forma PNC

2,576

5

U.S. Bancorp

2,556

Rank

Institution

Deposits ($B)

1

JPMorgan Chase

$970

2

Bank of America

874

3

Citi

780

4

Pro forma Wells Fargo

772

5

Pro forma PNC

181

25

Creates broader branch network

Source: 9/30/08 reporting

Note: Branch count represents Retail branches only, excluding PCS

Branch map

Total JPMorgan Chase–WaMu combined branches —

5,423

Chase branches —

3,179

WaMu branches —

2,244

Branch overlap

New markets

26

Adds branch presence in new markets

# of branches

Source: 9/30/08 reporting

Note: Branch count represents Retail branches only, excluding PCS

State

Combined

JPMorgan Chase

Washington Mutual

New York

873

629

244

Texas

732

474

258

California

709

-

709

Illinois

461

344

117

Arizona

307

242

65

Michigan

300

300

-

Ohio

282

282

-

Florida

270

8

262

New Jersey

252

165

87

Indiana

193

193

-

Washington

189

-

189

Louisiana

160

160

-

Colorado

131

91

40

Oregon

105

-

105

Wisconsin

83

83

-

Other

376

208

168

Total

5,423

3,179

2,244

27

$68.6

$29.3

$22.4

$14.4

$13.8

$12.4

$7.0

$16.5

$77.3

$9.7

$12.1

$12.4

$0.5

$3.4

$1.5

$1.3

New  York

California

Texas

Illinois

Arizona

Michigan

Florida

Washington

Ohio

New Jersey

JPMorgan Chase

Washington Mutual

Adjusted deposits in 10 key states ($B)

Source: SNL Financial

Note: Deposit data as of June 30, 2008; excludes deposits greater than $500mm in a single branch

¹

2008-2013 projected demographic data

Combined retail franchise has leading market share in key states

1

3

2

1

2

2

5

2

5

6

19.7%

11.2%

11.4%

8.8%

21.1%

9.1%

3.7%

11.8%

6.9%

5.2%

1.6%

6.8%

11.3%

4.0%

17.5%

2.0%

11.6%

8.0%

1.5%

2.9%

Pop. growth (%)¹

Market share

Rank

$85.1

$77.3

$39.0

$24.0

$15.6

$13.8

$12.6

$12.4

$12.4

$10.4

28

Source: SNL Financial; FDIC data as of June 30, 2008, with $1B branch exclusion

Deposit Growth and CAGR: Claritas

2007, based on CBSA Deposits

Top 3 ranking in the country’s largest MSAs

Select MSAs

by deposits ($mm)

MSA

Deposits in

market

Combined

Market Share

Combined Rank

Deposit growth

‘07-‘12

CAGR

‘07-‘12 (%)

New York, NY

$441,222

19.7%

1

$36,209 

2.1%

Los Angeles, CA

$249,907

13.6%

3

$28,970 

2.9%

Chicago, IL

$191,064

12.3%

1

$19,377 

2.6%

Miami, FL

$117,696

7.7%

3

$14,046 

3.2%

San Francisco, CA

$103,562

11.4%

3

$11,803 

2.4%

Dallas-Fort Worth, TX

$78,697

17.0%

1

$15,215 

4.1%

Houston, TX

$74,599

20.3%

1

$13,889 

3.9%

Detroit, MI

$60,220

14.7%

3

$5,685 

2.1%

Seattle, WA

$51,112

16.0%

2

$7,442 

3.2%

San Diego, CA

$44,868

16.7%

3

$7,076 

3.5%

Phoenix, AZ

$41,783

23.2%

2

$11,845 

4.9%

San Jose, CA

$42,917

12.0%

3

$4,263 

2.1%

29

Footprint covers 46% of expected population growth —

up from 18%

Source: Branch data from 9/30/08 reporting. Claritas

demographic data and projections

Note: Demographic data and projections as of 2007

Combined

JPMorgan Chase

Washington Mutual

Network Comparisons

U.S. Households

42.3%

25.0%

30.3%

Hispanic Households

67.9%

33.9%

58.3%

Average Income

$72,332

$71,595

$74,747

Businesses

45.6%

26.5%

33.0%

Total # of Branches

5,423

3,179

2,244

Population Growth (2007-12)

U.S. Population (millions)

129.9

75.0

94.1

5 Year Growth

4.9%

3.3%

5.6%

% of Population Growth

46.2%

18.0%

37.9%

5 Year Hispanic Growth

19.3%

18.3%

18.8%

% of Hispanic Growth

63.4%

29.9%

52.8%

30

Transaction further strengthens the entire franchise

1

Source: IMF

2

Source: Company estimate. Includes JPM, WM, and EMC 

Note:

Data

as

of

6/30/2008,

except

for

Credit

cards,

which

is

as

31

Rank

Size and metrics

Retail Banking

#2

14,300 ATMs

24.5mm checking accounts

Credit cards

#1

$187B outstanding

Mortgage

#3

$

Commercial Banking

$113B loans

$106B liabilities

1

2

1,500B total mortgage loans serviced

of

9/30/2008

Integration plan: invest to improve franchise, realize

efficiencies and reduce risk

Integrate branch system

Close fewer than 10% of combined branches

Optimize staffing in the branches

Convert Washington Mutual branches to Chase’s platform

Bring best sales and business practices to each

Leverage Washington Mutual branch footprint for growth

Introduce enhanced product offerings

Build out Business Banking (for small business clients)

Build out Middle Market

Benefits Private Bank and Private Client Services

Consumer lending

Run-off existing home lending and sub-prime credit card

portfolios

Exit all non-bank branch retail lending

Future originations to Chase standards

Integrate mortgage servicing

Integration plan generates top and bottom line growth

Current View the Same

Cautious

32

Revenue growth: credit card and investment sales

Branch network provides opportunity to cross-sell more products, particularly credit card and

investment sales:

Credit card

—

In 2007, Chase produced 2x the per branch credit card production

of WaMu

—

Achieving

this

productivity

from

WaMu

branches

would

generate

an

additional

500,000

credit cards sold annually through the branches

Investment sales

—

Chase’s

%

of

retail

bank

households

that

have

an

investment

product

is

2x

greater

than

WaMu

—

Chase’s Financial Advisors produce on average 60% more investment sales per year

—

Achieving Chase investment sales productivity and increasing number of Financial Advisors

could lead to an additional $8-10B in sales annually through the branches

WaMu

Chase

Credit card sales per branch per month -

2007

2x higher

WaMu

Chase

Investment sales per branch per month -

2007

3x higher

33

2005 BNY

1H08

2005 BNY

1H08

Note: 1H07 and 1H08 are averages of 1Q and 2Q

¹

Based on average of comparable deposit size Chase branches in NY, NJ and CT

Chase has a solid track record in enhancing branch productivity

1.0x

1.0x

1.4x higher

20.0x higher

Bank of New York branches -

credit cards¹

Bank of New York branches -

investment sales¹

Chase successfully increased branch productivity for credit card

and

investment sales after the Bank of New York branch acquisition

34

Branches in new markets create opportunity for Business and

Commercial Banking

Business Banking

Significant

opportunity

to

expand

Business

Banking

as

Washington

Mutual

had

limited

market

penetration

Chase has 5x Washington Mutual’s average Business Banking checking balances

Chase has 40% more fee income per customer

Plans include expanded product offering and build out of business bankers/relationship

managers

Commercial Banking

Retail branch presence provides the basis for a strong middle market franchise

Washington Mutual’s retail presence in select attractive markets combined with Chase’s proven

leadership provides significant opportunity to enhance Chase’s Middle Market business

Over 5,000 Middle Market companies for Chase to pursue as customers in Los Angeles, San

Diego, San Francisco, Seattle, and Portland

Incremental capabilities from Washington Mutual’s multi-family lending business, a niche

product offering with a good risk profile

Ability to offer Treasury Services products to new customer base

35

Integration update —

on track

People

Senior management decisions within first 5 days

Management teams announced across all staff and businesses

On track for full people decisions by December 1

Branches

Conversion timeline to be complete by December 1

All

major

systems

converted

by

end

of

2009

–

if

not

sooner

Business

Deposit outflow reversed in first 5 days

Foreclosure prevention effort announced

36

st

st

Allowance to loan losses coverage ratios

Rough estimates—illustrative example of WaMu impact on coverage ratios

JPMorgan Chase (excl. WaMu)

Washington Mutual

JPMorgan Chase Consolidated

As of 3Q08

As of 3Q08

As of 3Q08

Loan

Balances¹

LLR

LLR/

Loans

Loan

Balances²

LLR

LLR/

Loans

Loan

Balances 

LLR

LLR/

Loans

Home Lending:

  Home Equity 

$94,587

$22,217

$556

2.50%

$116,804

  Prime (incl. Corporate)

46,801

23,442

181

0.77%

70,243

  Subprime 

13,437

4,725

216

4.57%

18,162

  Option ARMs

—

18,989

390

2.05%

18,989

Total Home Lending

$154,825

$4,896

3.16%

$69,373

$1,343

1.94%

$224,198

$6,239

2.78%

(Incl. reserves; excl. WaMu marked loans)

($mm)

1 

Loan balances exclude held-for-sale loans

2 

These are net balances which are approximate as of 10/15/08 and

subject to change

Note: Consumer businesses reflect EOP balances

Estimated WaMu marked portfolio (net)

$78²

Fair value marks 

$30

% of total marked loans 

27.7%

WaMu home lending marked loans ($B)

Loans excluded from LLR/Loans

37

Anticipated cost savings and merger costs

Cost savings

Projected cost savings of approximately $1.5 billion, or approximately 15%-20% of

Washington Mutual’s non-interest expense base, net of significant investments in

the business

Majority of branch combinations to be completed by end of 2010

Merger costs

Estimated initial transaction-related costs of approximately $1.5 billion pre-tax

Severance

Technology and systems

Real estate and facilities

Additional merger costs of approximately $500 million (after-tax), with

approximately $100 million (after-tax) of expense recognized in 4Q08 and the

remainder incurred through 2011

38

Summary / Outlook

Washington Mutual integration underway

A great strategic fit and a unique opportunity to expand retail

banking franchise

Cautious about economic environment and braced for increasing loan

losses going forward

Opportunity to gain share

39

Forward-looking statements and additional information

Forward-looking statements

This presentation contains forward-looking statements 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.  Factors that could cause JPMorgan Chase’s actual results to differ

materially from those described in the forward-looking statements can be found in JPMorgan

Chase’s current report on Form 8-K dated September 26, 2008, its Quarterly Reports on Form

10-Q for the quarters ended March 31, 2008 and June 30, 2008, and its Annual Report on

Form 10-K for the year ended December 31, 2007, each of which has been filed with the

Securities and Exchange Commission and available on JPMorgan Chase’s website

(www.jpmorganchase.com) and on the Securities and Exchange Commission’s website

(www.sec.gov). JPMorgan Chase does not undertake to update the forward-looking

statements

to

reflect

the

impact

of

circumstances

or

events

that

may

arise

after

the

date

of

the forward-looking statements.

Additional information

The figures reflected in this presentation refer to heritage-JPMorgan Chase figures only,

except where specifically noted as being pro forma combined for the Washington Mutual

transaction

40