JPMorgan Chase & Co. 270 Park Avenue New York, New York 10017-2070 March 31, 2010 Dear fellow shareholders: We are pleased to invite you to the annual meeting of shareholders to be held on May 18, 2010, at our offices at One Chase Manhattan Plaza in New York City. 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, but even if you are planning to come, we strongly encourage you to designate the proxies named on the proxy card to vote your shares. 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 2010 Annual Meeting of Shareholders and Proxy Statement Date: Tuesday, May 18, 2010 Time: 10:00 a.m. Place: Auditorium One Chase Manhattan Plaza (corner of Nassau and Liberty Streets) New York, New York 10005-1401 Matters to be voted on: • Election of directors • Ratification of appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2010 • Advisory vote on executive compensation • 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 March 31, 2010 Please vote promptly. If you attend the meeting in person, you will be asked to present photo identification, such as a driver’s license. See “Attending the annual meeting” at page 43. 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 and on the shareholder proposals. See “How votes are counted” at page 42. We are pleased to be using the Securities and Exchange Commission rule that allows companies to furnish proxy materials to their shareholders over the Internet. In accordance with this rule, we sent shareholders of record at the close of business on March 19, 2010, a Notice of Internet Availability of Proxy Materials on or about March 31, 2010. The notice contains instructions on how to access our Proxy Statement and Annual Report for the year ended December 31, 2009, via the Internet and how to vote online. Instructions on how to receive a printed copy of our proxy materials is included in the notice, as well as in the attached Proxy Statement. Important Notice Regarding the Availability of Proxy Materials for the 2010 Annual Meeting of Shareholders to be held on May 18, 2010. Our 2010 Proxy Statement and Annual Report for the year ended December 31, 2009, 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 Director independence . 8 Committees of the Board . 8 Director meeting attendance . 9 Director compensation . 9 Security ownership of directors and executive officers . 11 Compensation Discussion and Analysis . 12 Compensation & Management Development Committee report . 21 Executive compensation tables . 22 I. Summary compensation table . 22 II. 2009 Grants of plan-based awards . 23 III. Outstanding equity awards at fiscal year-end 2009 . 24 IV. 2009 Option exercises and stock vested table . 25 V. 2009 Pension benefits . 26 VI. 2009 Non-qualified deferred compensation . 27 VII. 2009 Potential payments upon termination or change in control . 27 Additional information about our directors and executive officers . 29 Audit Committee report . 31 Proposal 2: Appointment of independent registered public accounting firm . 32 Proposal 3: Advisory vote on executive compensation . 33 Proposals 4-10: Shareholder proposals . 33 General information about the meeting . 42 Shareholder proposals and nominations for the 2011 annual meeting . 44 Appendix A: Board of Directors – roles and responsibilities . 45 Appendix B: Director independence standards . 46 Appendix C: Overview of 2009 performance . 47 Appendix D: JPMorgan Chase Compensation practices and principles . 50 Appendix E: Elements of compensation . 52 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 March 31, 2010. 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 2010 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 elec- tion, 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 rec- ommending 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 nomi- nees, 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 when considering prospects for possible recommendation to the Board, the Governance Committee reviews available information about the prospects, including gender, race and ethnicity, as well as experience, qualifications, attributes and skills. The Governance Committee will consider director candidates recommended for consideration by members of the Board, by management and by shareholders. Shareholders wishing to recommend to the Governance Committee a candidate for director should write to the Secretary at: JPMorgan Chase & Co., Office of the Secretary, 270 Park Avenue, New York, New York 10017. It is the policy of the Governance Committee that candidates recommended by shareholders will be considered in the same manner as other candidates and there are no additional procedures a shareholder must undertake in order for the Governance Committee to consider such shareholder recommendations. The Governance Committee annually leads the Board in its review and self-evaluation of the performance of the Board as a whole with a view to increasing the effectiveness of the Board. Information about the nominees Together the members of the Board provide the Firm with a breadth of demonstrated senior leadership and management experience in large complex organizations, global marketing, services and operations, regulated industries, wholesale and retail businesses, financial controls and reporting, compensation, governance, management succession, strategic planning and risk management. The directors bring broad and varied skills and knowledge from positions in global businesses, not-for-profit organizations and government, and diverse perspectives from a broad spectrum of industries, community activities and other factors. Each possesses the personal characteristics needed for the responsibilities of a director: each has demonstrated signifi- cant achievement in his or her endeavors, can work cooperatively and productively in the interest of all shareholders, possess- es high character and integrity, devotes the necessary time to discharge his or her duties, and, for non-management directors, is independent. The following provides biographical information regarding each of the nominees, including their specific business experience, qualifications, attributes and skills that the Board considered, in addition to their prior service on the Board, when it deter- mined to nominate them. Unless stated otherwise, all of the nominees have been continuously employed by their present employers for