JPMorgan Chase & Co. 270 Park Avenue New York, New York 10017-2070 April 7, 2011 Dear fellow shareholders: We are pleased to invite you to the annual meeting of shareholders to be held on May 17, 2011, at our offices at McCoy Center in Columbus, Ohio. As we have done in the past, in addition to considering the matters described in the proxy statement, we will review major developments since our last shareholders’ meeting. We hope that you will attend the meeting in person. We strongly encourage you to designate the proxies named on the proxy card to vote your shares even if you are planning to come. This will ensure that your common stock is represented at the meeting. The proxy statement explains more about proxy voting. Please read it carefully. We look forward to your participation. Sincerely, James Dimon Chairman and Chief Executive Officer Notice of 2011 Annual Meeting of Shareholders and Proxy Statement Date: Tuesday, May 17, 2011 Time: 10:00 a.m. Place: JPMorgan Chase McCoy Center 1111 Polaris Parkway Columbus, Ohio 43240 Matters to be voted on: • Election of directors • Ratification of appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2011 • Advisory vote on executive compensation • Advisory vote on frequency of advisory vote on executive compensation • Approval of Amendment to Long-Term Incentive Plan • Shareholder proposals, if they are introduced at the meeting • Any other matters that may properly be brought before the meeting By order of the Board of Directors Anthony J. Horan Secretary April 7, 2011 Please vote promptly. If you attend the meeting in person, you will be asked to present photo identification, such as a driver’s license, and proof of ownership as of our record date March 18, 2011. See “Attending the annual meeting” at page 51. If you hold your shares in street name and do not provide voting instructions, your shares will not be voted on any proposal on which your broker does not have discretionary authority to vote. Brokers do not have discretionary authority to vote on the election of directors, the advisory vote on executive compensation, the advisory vote on frequency of advisory vote on executive compensation, the approval of amendment to the Long-Term Incentive Plan and on the shareholder proposals. See “How votes are counted” at page 50. We have sent shareholders of record at the close of business on March 18, 2011, a Notice of Internet Availability of Proxy Materials on or about April 7, 2011. The notice contains instructions on how to access our Proxy Statement and Annual Report for the year ended December 31, 2010, via the Internet and how to vote online. Instructions on how to receive a printed copy of our proxy materials are included in the notice, as well as in the attached Proxy Statement. Important Notice Regarding the Availability of Proxy Materials for the 2011 Annual Meeting of Shareholders to be held on May 17, 2011. Our 2011 Proxy Statement and Annual Report for the year ended December 31, 2010, are available free of charge on our Web site at http://investor.shareholder.com/jpmorganchase/annual.cfm. Contents Proposal 1: Election of directors ........................................................................................ 1 Information about the nominees ........................................................................ 1 Corporate governance ........................................................................................ 5 General .......................................................................................................... 5 Committees of the Board ............................................................................... 6 Director independence ................................................................................... 7 Other governance practices ............................................................................ 8 Director compensation ...................................................................................... 9 Security ownership of directors and executive officers ........................................ 10 Compensation Discussion and Analysis .............................................................. 11 Compensation & Management Development Committee report ........................ 23 Executive compensation tables ........................................................................... 24 I. Summary compensation table .................................................................. 24 II. 2010 Grants of plan-based awards .......................................................... 25 III. Outstanding equity awards at fiscal year-end 2010 ................................. 26 IV. 2010 Option exercises and stock vested table .......................................... 27 V. 2010 Pension benefits ............................................................................ 28 VI. 2010 Non-qualified deferred compensation ............................................. 29 VII. 2010 Potential payments upon termination or change in control ............ 30 Additional information about our directors and executive officers ...................... 31 Audit Committee report ..................................................................................... 33 Proposal 2: Appointment of independent registered public accounting firm ........................ 34 Proposal 3: Advisory vote on executive compensation ........................................................... 35 Proposal 4: Advisory vote on frequency of advisory vote on executive compensation ............ 35 Proposal 5: Approval of Amendment to Long-Term Incentive Plan, as amended and restated effective May 17, 2011 ....................................................................................... 36 Proposals 6-11: Shareholder proposals ........................................................................................ 41 General information about the meeting...................................................................................... 50 Shareholder proposals and nominations for the 2012 annual meeting ................................... 52 Appendix A: Board of Directors – roles and responsibilities ..................................................... 53 Appendix B: Director independence standards ....................................................................... 54 Appendix C: Long-Term Incentive Plan, as amended and restated effective May 17, 2011 ...... 55 Appendix D: Overview of 2010 performance .......................................................................... 59 Appendix E: JPMorgan Chase Compensation practices and principles .................................... 64 Appendix F: Elements of compensation .................................................................................. 66 JPMorgan Chase McCoy Center – map and directions ................................................................ 67 Proxy statement Your vote is very important. For this reason, the Board of Directors of JPMorgan Chase & Co. (JPMorgan Chase or the Firm) is requesting that you allow your common stock to be represented at the annual meeting by the proxies named on the proxy card. This proxy statement is being sent or made available to you in connection with this request and has been prepared for the Board by our management. The proxy statement is being sent and made available to our shareholders on or about April 7, 2011. Proposal 1 – Election of directors Our Board of Directors has nominated 11 directors for election at this annual meeting to hold office until the next annual meeting and the election of their successors. All of the nominees are currently directors. Each has agreed to be named in this proxy statement and to serve if elected. All of the nominees are expected to attend the 2011 annual meeting. Although we know of no reason why any of the nominees would not be able to serve, if any nominee is unavailable for election, the proxies intend to vote your common stock for any substitute nominee proposed by the Board of Directors. The Board may also choose to reduce the number of directors to be elected, as permitted by our By-laws. The Board’s Corporate Governance and Nominating Committee (Governance Committee) is responsible for evaluating and recommending to the Board proposed nominees for election to the Board of Directors. The Governance Committee, in consultation with the Chief Executive Officer, periodically reviews the criteria for composition of the Board and evaluates potential new candidates for Board membership. The Governance Committee then makes recommendations to the Board. The Governance Committee also takes into account criteria applicable to Board committees. As stated in the Corporate Governance Principles of the Board (Corporate Governance Principles), in determining Board nominees, the Board wishes to balance the needs for professional knowledge, business expertise, varied industry knowledge, financial expertise, and CEO-level management experience. Following these principles, the Board seeks to select nominees who combine leadership and business management experience, experience in disciplines relevant to the Firm and its businesses, and personal qualities reflecting integrity, judgment, achievement, effectiveness, and willingness to appropriately challenge management. The Board strives to ensure diversity of representation among its members. Of the 11 director nominees, two are women and one is African-American. Increasing diversity is a priority, and