INVESTOR PRESENTATION
A P R I L 1 0 , 2 0 0 6
Acquisition of Bank of New York’s consumer, small-
business and middle-market banking businesses in
exchange for JPMorgan Chase’s corporate trust business
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 this
difference—many of which are beyond the firm’s control—include the following: changes in local,
national or international economic or market conditions that affect the retail banking business or the
corporate trust business; changes in the financial performance of the business JPMorgan Chase is
purchasing or the business it is selling; regulatory or legal issues, such as unanticipated difficulties in
securing the regulatory or other approvals or consents required in connection with the transactions;
difficulties or delays in converting the businesses between the parties’ information systems, or any
inability to integrate the business being purchased as fully, or in as timely or cost-efficient a manner,
as is expected; and costs associated with the transaction, or employee or customer attrition, are
greater than expected. Additional factors that could cause JPMorgan Chase’s results to differ
materially from those described in the forward-looking statements are discussed in Part 1, Item 1A:
Risk Factors, and under the heading “Forward-looking Statements” in the firm’s Annual Report on Form
10-K for the year ended December 31, 2005. There is no assurance that any list of risks and
uncertainties or risk factors is complete. The Annual Report is on file with the Securities and Exchange
Commission and available at the Securities and Exchange Commission’s Internet site
(http://www.sec.gov).
2
Strategic rationale
Acquisition of BK’s consumer, small-business and middle-market
banking significantly enhances Tri-state franchise
High-quality customer and deposit base
Expands presence in attractive suburban locations
Balanced opportunity - cost savings and significant opportunity to
grow BK branches
Exchange of Corporate Trust business provides unique opportunity for
each institution to strategically improve its businesses, in a
financially compelling way
Continued focus on growing our industry-leading securities services
and cash management businesses, which are unaffected by the sale
3
Transaction overview
Key terms
1 Excluding ADR, escrow and commercial paper businesses
2 Tied to certain new account openings at Chase
Taxable gain subject to like-kind exchange treatment for suitable
assets and liabilities
Tax:
Late Q3 or Q4 2006
Expected closing:
Subject to customary regulatory approvals
Regulatory approvals:
Purchase Agreement and Transition Services Agreement executed
Agreements:
Extensive due diligence completed
Due diligence:
JPM and BK to swap Trust (premium of $2.15bn) and Retail
(premium of $2.30bn) businesses
JPM to pay BK $150mm cash for difference in premium, plus a
potential contingent payment of up to $50mm2
Valuation & consideration:
JPM acquires BK’s consumer, small business and middle market
units (BK’s Retail & Middle Market Banking segment)
JPM sells to BK corporate trust business1
Businesses exchanged:
4
Financial impact to JPM
Estimated $600-$700mm after-tax gain at closing
Estimated earnings impact to JPM immaterial in 2007; modestly accretive in 2008
Swap of businesses with roughly equivalent 2005 earnings -- approximately
$250mm
Expect cost savings to be partially offset by investments to upgrade and grow
BK franchise
Preliminary transaction-related costs of up to $100mm after-tax expected by
end of 2007
GAAP earnings negatively affected by CDI amortization
Cash earnings accretive immediately
Modest impact to capital
Tier 1 ratio reduced by an estimated 15bps
Intangible assets increase by approximately $1.6 billion
5
New York is a very attractive banking market
Top 15 MSAs by Retail Deposits
Source: SNL Financial as of June 30, 2005
Note: Retail deposits in each MSA estimated by subtracting from total deposits any
balances exceeding $500mm in a single branch. Per branch metrics based on
Active branches with non-zero deposit balances.
6
Household Income: $87,481
27% higher than national average
Projected deposit growth: $61 billion
over next 5 years
3.6x higher than average of other top
15 MSAs
Deposits per branch: $83 million
73% higher than national average
More than 1 million households with
investable assets between $250,000 and
$1 million
4x more than average of other top 15
MSAs
New York MSA in Perspective
MSA
Deposits
($mm)
Deposit growth
2000
-
2005
($mm)
CAGR
2000
-
2005
(%)
New York
429,714
101,586
5.5
Los Angeles
237,331
76,829
8.1
Chicago
177,334
43,255
5.8
Miami
110,557
34,322
7.7
San Francisco
103,765
27,631
6.4
Philadelphia
99,591
23,541
5.5
Bos
ton
93,174
22,931
5.8
Washington, DC
84,539
26,988
8.0
Dallas
63,867
16,056
6.0
Atlanta
62,712
18,963
7.5
Houston
60,433
14,623
5.7
Detroit
60,318
7,544
2.7
Seattle
45,147
14,462
8.0
San Diego
44,828
17,375
10.3
San Jose
43,055
11,996
6.8
Acquisition significantly enhances Tri-state franchise
Small Business
100,000 small business clients
$3.6 billion in deposits
$0.7 billion in loans
What We Are Acquiring
Middle Market
2,000 middle market clients
$1.6 billion in deposits
$2.9 billion in middle market and
commercial real estate loans
Consumer Banking
600,000 consumer clients
338 branches; 400 ATMs
238 branches in New York
117 in Northern suburbs1
85 on Long Island
36 in New York City
93 in New Jersey
7 in Connecticut
$9.3 billion in deposits
$4.2 billion in loans
1 Includes Westchester, Rockland, Putnam, and Dutchess counties
7
Our Proforma Positioning in NY Tri-state
#1 with more than 750 branches1
#1 with deposits of approx. $80bn1
BK branches located in priority areas
based upon projected growth
BK
JPM
12 miles
30 miles
Suburban franchise complements city leadership
1 Source: Company data. Proforma branches and deposits as of 3/31/06. Assumes 50
branch closures. Ranking based on SNL data as of 6/30/05.
8
9
1 Statistics based on internal sources for 2005
Production Statistics
Substantial growth opportunity
2005 vs. 2004
–
Tri
-
state
JPM
BK
Checking account growth
1
JPM
vs
BK
1
National
sales
(
per branch
)
Tri
-
state
sales
(p
er branch
)
Investment Sales
3x higher
4.5x higher
Credit Cards
25x higher
35x higher
Home Equity
4x higher
7x h
igher
Mortgage
3x higher
3x higher
Retain attractive & industry leading securities
services and cash management businesses
Corporate Trust business sold includes: Trustee and paying agent for CDO & ABS/MBS,
Municipal, Corporate debt, Loan agency services, Document management1
Emphasis remains on strategic and high-value securities services and cash management
businesses
Significant growth potential
Meaningful links to other lines of business
Critical to servicing client needs
#1 in assets under custody with $11.2 trillion
#1 in U.S. Dollar Clearing, ACH Originations, CHIPS and Fedwire
Invest in key areas of strategic growth in the Securities Services arena
Fund administration and accounting
Investment operations outsourcing
Alternative investment services build out
Use strategic acquisitions to add new products, extend client base and grow
international
1 Excludes ADR, escrow and commercial paper businesses
10
Summary
Financially compelling transaction
Significantly enhances retail leadership position in
Tri-state market
Unwavering commitment to invest in and grow
securities services and cash management businesses
11
Appendix
Loan and deposit mix
13
Acquired Loans and Deposits as of December 2005 ($ in billions)
Loans
Deposits
Consumer
$
4.2
Noninterest bearing
$5.5
Mortgage
1.
3
DDA
2.
2
Home Equity
2.
9
Savings
6.
1
Small Business
0.7
Time
0.
7
Middle Market &
Commercial Real Estate
2
.
9
Total
$7.
8
Total
$1
4
.
5