UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Securities Exchange Act of 1934

(Amendment No.      )

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¨ Definitive Proxy Statement

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¨ Soliciting Material Pursuant to §240.14a-12

JPMORGAN CHASE & CO.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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(1) Amount Previously Paid:

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(4) Date Filed:

April 2011

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2011 Proxy

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Topics

Page

1

JPMorgan Chase overview

1

Executive compensation

7

Governance

15

Significant

earnings power

Excellent client franchises and businesses

Each standalone business has a top 1, 2 or 3 position

Unparalleled client relationships in 140+ countries

Culture

of

innovation;

new

products

and

programs

launched

during

crisis

Excellent    

franchises

Fortress

balance sheet at

March 31, 2011

Continued investment across LOBs driving organic growth

Consistent record of operating efficiency and delivering merger saves

Businesses stronger together than apart; additional revenue streams generated

Further

strengthened

balance

sheet:

Tier

1

Common

1

at

$120B

or

10.0%;

estimated Basel III Tier 1 Common

1

at $116B or 7.3%

High quality capital and high level of reserves of $30.4B, loan loss coverage

ratio of 4.10%

2

Strong

funding

and

liquidity

profile:

$996B

deposits,

1.45x

loan

coverage

Benefits

from

diversification

–

funding,

capital,

lower

volatility

1

See note 3 on slide 18

2

See note 2 on slide 18

JPMorgan Chase overview

Performance summary

2

$O/(U)

FY2009

FY2010

FY2009

Revenue (FTE)¹

$108,647

$104,842

($3,805)

Credit Costs¹

38,458

16,639

(21,819)

Expense

52,352

61,196

8,844

Reported Net Income

$11,728

$17,370

$5,642

Net Income Applicable to Common Stock

$8,774

$15,764

$6,990

Reported EPS

$2.26

$3.96

$1.70

ROE

2,3

7%

10%

ROTCE

2,3

11%

15%

Tier 1 Common

$105,284

$114,763

Net income -

2010

CB 12%

Card 12%

TSS 6%

IB 38%

RFS 15%

Corp/PE

7%

AM 10%

JPMorgan Chase overview

JPM’s fundamentals remain extremely strong

1

See note 1 on slide 18

2

Net income used to calculate the ratios for FY2009 excludes the one-time, non-cash negative adjustment of $1.1B resulting from the repayment of TARP preferred

capital. Including this adjustment, the ROE and ROTCE were 6% and 10%, respectively, for 2009.

3

See note 4 on slide 18

Total = $17.4B

CB 9%

Card 26%

TSS 4%

IB 20%

RFS 32%

Corp/PE

2%

AM 7%

Total = $43.6B

$ in millions, excluding EPS

Pretax pre-provision profit -

2010

3

JPMorgan Chase overview

Drivers of historical growth

1

1

2005 IB data represents heritage JPM only

2

Source: Dealogic

3

Source: SNL Corporation; all data is presented on a pro forma basis adjusted for acquisitions; excludes large branches (>$1B deposits) assumed to contain non-retail deposits

4

Source: Inside Mortgage Finance, 4Q05 and 4Q10 for 2005 and 2010, respectively

5

GPCC stands for General Purpose Credit Card. Excludes WaMu and industry data based on estimates and excludes Commercial Card

6

Includes deposits and deposits swept to on-balance sheet liabilities

7

Source: Lipper for the U.S. and Taiwan; Morningstar for the U.K., Luxembourg, France and Hong Kong; and Nomura for Japan

8

iMoneyNet

4

Select Key Stats ($ in billions, except where noted)

2005

2010

2005-2010

CAGR

IB Fees ($mm)

$4,096

$6,186

8.6%

Global IB Fees market share

1,2

6.9%

7.8%

Fixed Income Markets ($mm)

7,570

15,025

14.7%

Equity Markets ($mm)

1,998

4,763

19.0%

Retail Banking Average Deposits

$175.1

$336.5

14.0%

# of Branches

2,641

5,268

14.8%

Deposit market share

3

2.9%

5.7%

Mortgage origination market share

4

5.6%

10.7%

Average Outstandings

$136.4

$144.4

1.1%

Sales volume

224.7

313.0

6.9%

GPCC Sales market share

5

15.8%

18.4%

GPCC Credit Card OS market share

5

20.9%

18.8%

Average Liability Balances

6

$66.1

$138.9

16.0%

Average Loans

48.1

97.0

15.1%

IB Revenue, gross

0.6

1.3

19.3%

Revenue/Banker ($mm)

2.8

5.7

15.3%

Average Liability Balances

6

$154.7

$248.5

9.9%

Assets under Custody ($T)

10.7

16.1

8.6%

USD Clearing volume ($mm)

96

122

5.0%

Depositary Receipts Program Balance (# of shares)

6,348

12,041

13.7%

Assets under Management

$847

$1,298

8.9%

Top quartile funds (3-

year)

7

111

195

11.9%

Global Institutional Money Funds market share

8

11.9%

17.1%

AM

IB

RFS

TSS

Card

CB

2005

2010

2005-2010

CAGR

Investment Bank

1

$5,018

$8,952

12%

Retail Financial Services

6,245

13,892

17%

Card Services

10,367

11,366

2%

Commercial Banking

1,632

3,841

19%

Treasury & Securities Services

1,489

1,777

4%

Asset Management

1,804

2,872

10%

Corporate

1

(6,617)

946

NM

Pretax Pre-Provision

$19,938

$43,646

17%

Net Income

$8,483

$17,370

15%

JPMorgan Chase overview

Market share gains translate into significant earnings power

¹

IB

revenue

includes

annual

payment

from

TSS,

which

is

offset

in

Corporate

Pretax pre-provision profit ($ in billions)

5

JPMorgan Chase overview

Stock and book value performance

Bank One

Chase

J.P. Morgan

S&P 500

10-Year Performance:

Compounded Annual Gain

7.0%

2.5%

2.7%

1.4%

Overall Gain

97.4

28.1

30.1

15.1

This chart shows actual returns of the stock, with dividends included, for heritage shareholders of the company vs. the Standard &

Poor's 500 Index (S&P 500).

Stock Total Return Analysis if You Became a Shareholder of the Respective Firms at December 31, 2000

Tangible Book Value per

Share of Bank

One/JPMorgan Chase with

Dividends Included (A)

S&P 500 with

Dividends Included (B)

Relative Results

(A) - (B)

10-Year Performance:

Compounded Annual Gain

13.6%

1.4%

12.2%

Overall Gain

256.5

15.1

241.4

Bank One/JPMorgan Chase Tangible Book Value per Share Performance vs. S&P 500 (2001-2010)

Tangible book value over time captures the company's use of capital, balance sheet and profitability. In this chart, we are looking at

heritage Bank One shareholders. The chart shows the increase in tangible book value per share; it is an after-tax number assuming

all dividends were retained vs. the S&P 500 (a pretax number with dividends reinvested).

6

Topics

Page

7

Executive compensation

7

JPMorgan Chase overview

1

Governance

15

Executive compensation

Compensation philosophy

Board of Directors provides independent oversight of our compensation policies and practices

Disciplined compensation processes involve a series of reviews and assessments by

successive levels of management, the Operating Committee, the CEO, the Compensation

Committee and the Board of Directors

Compensation Committee determines appropriate compensation for the CEO and makes a

recommendation to the Board for its ratification

Pay is linked to performance based on individual, business and overall Firm performance, but is

not overly rigid or formulaic

Encourage, foster and reward a shared success environment and teamwork

A meaningful, long-term ownership stake in the Firm reinforces alignment with shareholders

Robust risk management and compensation recovery policies deter excessive risk-taking and

improper risk management

Attracting, retaining and developing talent is critical to sustaining success

8

In 2010, NEO variable compensation was 32% cash and 68% equity

Executive compensation

Pay linked to performance

Compensation structure is designed to reward sustained performance over multiple years

Compensation decisions in 2010 for our senior leaders were driven by return on

investments based on balanced risk measures and long-term value creation for the Firm,

our clients and our shareholders

LOB CEO priorities include quantitative and qualitative factors focused on

Financial performance

Strategic and operational considerations

Management effectiveness, growth, people development

Risk/control management

Compensation structure rewards sustained performance

9

Executive compensation

Strict limits or prohibition on executive perquisites and special benefits

There are no golden parachutes or special severance plans

No golden parachutes for any executives

No employment contracts other than occasional exceptions upon hire. No change in control

agreements

No special severance programs for Operating Committee or Executive Committee members; the

Firm’s policy limits severance to a maximum of 52 weeks salary based on years of service

Equity award terms provide that awards continue to vest on the original schedule, without acceleration

and

subject

to

additional

restrictions,

for

employees

who

have

resigned

and

meet

the

Firm’s

full

career eligibility requirements

There are no special executive benefits

No pension credits for incentives

No 401(k) Savings Plan matching contributions for any senior executive

No special medical, dental, insurance or disability benefits for

executives. The higher an executive’s

compensation, the higher the premiums they pay

No private club dues, car allowances, financial planning, tax gross-ups for benefits

Voluntary deferred compensation program is limited to a maximum contribution of $1 million annually,

$10 million lifetime cap for cash deferrals made after 2005

Compensation practices reflect best practice features

10

Executive compensation

Long-Term Incentive Plan proposal

JPMorgan

Chase

is

seeking

shareholder

approval

to

amend

the

Plan

by:

Authorizing

240

million

additional

shares

and

extending

the

term

to

May

31,

2015

Including carryover, a total of 315 million shares

Proposed amount and tenor is consistent with our targeted grant rate of 2% per year

for four years

Equity is a fundamental and consistent part of our total compensation approach

Furthers employee retention and alignment with shareholders

Meets regulatory expectations for deferral of compensation in the form of shares or

equivalents

Is granted based on a firmwide cash/stock table

LTIP aligns employee and shareholder interests

11

Executive compensation

Long-Term Incentive Plan proposal

RSUs are used in lieu of cash

Economic impact to the Firm of stock versus cash is comparable

Share count expected to be neutralized through the buy-back program

–

This has effectively the same result as if we had used cash

We would use less desirable alternatives for competitive compensation, including cash,

if amendment not approved

Unusual economic conditions over past two years and acquisition of Bear Stearns and

Washington Mutual resulted in grant rate above target

Shares issued have averaged only 1.6% per year over the past five years of average

shares outstanding in each year

The Firm withholds shares for any required tax withholding

Stock appreciation rights rather than options have been awarded since 2005

For Operating Committee members, half of all equity awards granted in 2011 may be

reduced, forfeited, or deferred based on performance

LTIP is a valuable compensation tool

12

Executive compensation

Equity based awards

Equity-based awards are a key component of the Firm’s compensation

Over

the

past

five

years,

total

grants

of

equity-based

awards

have

ranged

from

1.7% to

4.0% of average outstanding shares

Grants of restricted stock and restricted stock units (RSUs) have ranged from 69% to

90% of total equity awards

Target

annual

average

of

not

more

than

2%

of

outstanding

shares,

over

time,

under

normal market conditions

Grants made through February 2011 were 1.8% of 2010 average shares outstanding,

and represent all but a limited amount of total awards expected in 2011

Compensation practices reinforce strong financial performance

13

Executive compensation

Equity plan grant history

1

Excludes 3.9 million option grants and 6.0 million restricted stock unit grants resulting from the Bear Stearns conversion.

2

Amount as of February 28, 2011.

3

Average fully diluted shares are for full-year 2010; used for computational purposes. Shares outstanding as of February 28, 2011, were 3,988 million.

14

(Shares in thousands)

2006

2007

2008

(1)

2009

2010

2011

(2)

Option/SAR grants

15,229

21,446

9,341

24,821

20,949

14,631

Restricted stock/unit grants

44,553

47,608

85,890

131,145

80,142

55,211

Average fully diluted shares

3,516,100

3,445,300

3,521,800

3,879,700

3,976,900

3,976,900

(3)

Option/SAR grants as percent of

average fully diluted shares

0.4%

0.6%

0.3%

0.6%

0.5%

0.4%

Restricted stock/unit grants as percent

of average fully diluted shares

1.3%

1.4%

2.4%

3.4%

2.0%

1.4%

Total grants as percent of average fully

diluted shares

1.7%

2.0%

2.7%

4.0%

2.5%

1.8%

Over the past five years:

Equity-related compensation expense averaged 11.1% of total compensation expense

Overhang (total grants outstanding at end of year) remained relatively constant at

approximately 12.4% of average shares outstanding, reflecting past grant practice. As of

February 28, 2011, overhang was 8.1% of average shares outstanding in 2010

Actual

shares

issued

averaged

1.6%

of

average

shares

outstanding

in

each

year

Topics

Page

15

Governance

15

JPMorgan Chase overview

1

Executive compensation

7

Governance

Board leadership structure

Presiding Director annually appointed by and from the independent directors for one year

term

Board prefers “Presiding”

to “Lead”

to emphasize all directors share equally in

responsibilities

Presiding Director duties include:

Presiding at Board meetings when the Chairman is not present, including executive

sessions for independent directors

Approving Board meeting agendas, schedules, and may add agenda items

Approving Board meeting materials for distribution to and consideration by the Board

Having authority to call meetings of independent directors

Facilitating communication between the Chairman and independent directors as

appropriate

Being available for consultation by major shareholders where appropriate

Presiding Director equivalent to Lead Director

16

Governance

Other practices

Majority voting for directors

Shareholder right to call special meetings

Board oversight of risk management

Risk

Policy

Committee

approves

risk

appetite

policy

on

behalf

of

Board

Say on Pay

The Board of Directors recommends an annual vote on executive compensation

Shareholder outreach program

Our

senior

executives

engage

major

institutional

shareholders

as

part

of

a

semi-annual

outreach program to invite comments on governance matters, executive compensation,

and shareholder proposals

Strong governance practices

17

Notes on non-GAAP financial measures

18

1.

In addition to analyzing the Firm’s results on a reported basis, management reviews the Firm’s results and the results of the lines of business on a “managed”

basis, which is a non-GAAP financial measure. The Firm’s definition of managed basis starts with the reported U.S. GAAP results and includes certain

reclassifications to present total net revenue for the Firm (and each of the business segments) on a FTE basis. Accordingly, revenue from tax-exempt

securities and investments that receive tax credits is presented in the managed results on a basis comparable to taxable securities and investments. This

non-GAAP financial measure allows management to assess the comparability of revenue arising from both taxable and tax-exempt sources. The

corresponding income tax impact related to tax-exempt items is recorded within income tax expense. These adjustments have no impact on net income as

reported by the Firm as a whole or by the lines of business.

2.

The ratio of the allowance for loan losses to end-of-period loans excludes the following: loans accounted for at fair value and loans held-for-sale; purchased

credit-impaired (“PCI”) loans; and the allowance for loan losses related to PCI loans. Additionally, Real Estate Portfolios net charge-offs exclude the impact of

PCI loans. The allowance for loan losses related to the purchased credit-impaired portfolio totaled $4.9 billion, $4.9 billion and $2.8 billion at March 31, 2011,

December 31, 2010, and March 31, 2010, respectively.

3.

Basel I Tier 1 common ratio and Basel III Tier 1 common ratio is Tier 1 common divided by risk-weighted assets.   Tier 1 common is defined as Tier 1 capital

less elements of capital not in the form of common equity – such as perpetual preferred stock, noncontrolling interests in subsidiaries and trust preferred

capital debt securities. Tier 1 common, a non-GAAP financial measure, is used by banking regulators, investors and analysts to assess and compare the

quality and composition of the Firm’s capital with the capital of other financial services companies. The Firm uses Tier 1 common along with the other capital

measures to assess and monitor its capital position. Basel III Tier 1 Common Capital represents the Firm’s best estimate, based on its current understanding

of proposed rules.

4.

Tangible common equity (“TCE”) represents common stockholders’ equity (i.e., total stockholders’ equity less preferred stock) less identifiable intangible

assets (other than MSRs) and goodwill, net of related deferred tax liabilities. Return on tangible common equity (“ROTCE”), a non-GAAP financial ratio,

measures the Firm’s earnings as a percentage of TCE and is, in management’s view, a meaningful measure to assess the Firm’s use of equity.

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 & Co.’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 & Co.’s actual results to differ materially from those described in the

forward-looking statements can be found in JPMorgan Chase & Co.’s Annual Report on Form 10-K

for the year ended December 31, 2010, which has been filed with the Securities and Exchange

Commission

and

is

available

on

JPMorgan

Chase

&

Co.’s

website

(www.jpmorganchase.com)

and

on

the

Securities

and

Exchange

Commission’s

website

(www.sec.gov).

JPMorgan

Chase

&

Co.

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.

19