Second Quarter Review & Corporate Update New York City July 19, 2000

1. Second Quarter Review & Corporate Update New York City July 19, 2000

2. Today’s Outline • What has been done since April Dimon • Comprehensive financial repositioning Scharf • Earnings review Scharf • Long-term outlook Dimon • Future agenda Dimon

3. What has been done since April?

4. Since April • Evaluation of businesses • Execution • Develop systems / charter consolidations plan • Improved customer service • Waste reduction • First USA stabilization • Form management team • Implement clear management philosophies and process • Implement new financial philosophies • Balance sheet strength • Dividend and capital • Management and public reporting

5. Evaluation of Businesses • No significant business sales - pruning only • Franchises have high market shares • Franchises are positioned for growth • Businesses form a strong portfolio that benefit one another

6. Execution - Systems / Charter Consolidations • Plan to collapse 20 domestic bank charters to 3 • Convert 7 DDA systems into one • 5 planned conversions beginning 2001 • Easiest first, complex last - mitigates risk • None will be done until ready • This is a must • Should be core competency • Right for customer service • Significant expense savings

7. Execution - Improve Customer Service • Must get this right to build a great company • Incorporate service metrics into management reporting and compensation • Empower the front line to serve customer needs • Service • Local authority / responsibility • Suggestion box • New recognition system • Battlefield decisions • Serve one another • Rolling out banking center computers

8. Execution - Waste Reduction • Reduce noninterest expense $500 million pretax • Savings net of systems conversion costs • To be completed by end of first quarter of 2001 • Represents less than 10% of $6 billion of non-headcount expense base • Most expense reductions will be non-headcount related • Expense cuts will not impact customer service, technology investments, or other investment spending • Additionally, we will drive headcount down

9. Execution - First USA • Management team reorganization - 75% of changes filled internally • Operating expenses excluding marketing decreasing • International card operations sold - $65 million after tax savings per year • Transitioned Wingspan and consumer lending to Retail - leverage & efficiency • Established in-house payment processing - improvements in accuracy and timeliness • Improving Internet contract values 4Q992Q00 Operating expense ratio (normalized) 4.35% 4.13% Staffing (EOP) 13,500 10,800 Managed net credit losses 6.52% 5.44%

10. Execution - First USA Customer Care Sep 99 Jun 00 Customer satisfaction 64% 76% New account card delivery - days 13 9 Inbound customer service calls 7 mill 5 mill Telephone contact rate 26.0% 21.2% Attrition is improving

11. Management Team Business HeadsAge Yrs @ ONE Bill Boardman Credit card 59 16 David Bolger Corporate banking 42 20 David Kundert Investment mgmt. 57 29 Ken Stevens Retail 48 4 Geoff Stringer Corporate investments 56 26 Mike Welborn Middle market 48 4 Staff Marv Adams CTO 42 3 Bill Campbell E-commerce 56 New Mike Cavanagh Strategic planning 34 New Christine Edwards CLO/Corp Secty. 47 New Tim Moen Human resources 47 20 Robert O’Neill General auditor 44 13 Charlie Scharf CFO 35 New Richard Wade Corp. risk management 48 26 TBD Capital markets Average share ownership * Owned ** 80,152 Options 283,077 * excluding Dimon and Istock ** owned + unvested restricted shares

12. Implement New Management Philosophies • Entrepreneurial • Owners and partners • Run lean and fast • Open door policy • Meritocracy • High standards • Teamwork • Personal character

13. Financial Philosophies Financial Targets ROE 18%-20% Dividend payout 25%-30% EPS growth 12%-15% Target AA Rating • Strong balance sheet • Recurring income • Be low-cost provider • Invest relentlessly • Credit ratings count • Disciplined reporting / MIS • Make money on operations • Build for good times and bad • Create stock buyback capacity

14. Financial Philosophies - Public Reporting Clarity • Retail (including Wingspan) • Commercial banking • First USA • Investment management group - new • Corporate investments - new • Corporate (treasury / unallocated) - All allocations reality based - Loan losses charged to units - Better capital and profitability analysis - Clear and transparent public reporting

15. Dividend Philosophy • Reset to “proper” level - earnings based • 50% reduction • Dividends are tax inefficient • Retain capital - active capital allocation decisions • Not abdicated, major strategic alternatives improved • Maintain maximum flexibility • Use capital to: • Invest in businesses • Prepare for potential downturn • Buyback stock • Payout target: 25%-30% - increase with earnings • Best for long-term stock value - offensive, not defensive

16. Comprehensive Financial RepositioningDividendBalance SheetExpenses

17. Comprehensive Financial Repositioning • Reduce annual dividend by 50% to $0.84 • Significant item adjustments of $1.9 billion after tax • Strong capital base • Tangible common equity ratio of 5.4% • Plan to raise additional regulatory capital • Reduce noninterest expense $500 million pretax

18. Dividend Analysis • Yield and payout ratio high relative to peers 2001 2000 Payout Yield*Ratio Bank One - current5.9 % 56 % First Union - pro forma 7.0 68 Bank of America 4.4 38 US Bancorp 4.1 37 FleetBoston 3.4 39 Firstar 3.1 45 Bank One (pro forma **) 2.8 29 Chase Manhattan 2.7 33 Wells Fargo 2.2 36 Citigroup 1.0 19 AIG 0.2 5 Merrill Lynch 1.0 18 Morgan Stanley Dean Witter 1.0 23 * Based on 6/27/00 stock price and 2000 dividend from Salomon Smith Barney & UBS Warburg ** Stock price of $30 and First Call median 2001 EPS consensus of $2.92

19. Significant Item Adjustments of $1.9 Billion • Conservative and realistic assumptions on all assets and liabilities - I/O - Auto residuals - PCCRs - Facilities - Partnership assets - Reserves • All new business decisions and accounting consistent with today’s assumptions • Balance sheet is sacrosanct

20. Significant Item Adjustments 2Q00 Investment management All other 9 Total 9 Corporate / unallocated Investment portfolio 415 Legal 190 Real estate 141 Reconciliations 100 All other 117 Total 963 Total Corporation $2,940 pretax $1,913 after tax ($ in millions) 2Q00 Retail Auto lease residual $307 Asset sale / restructuring 167 All other 44 (1) Total 518 Commercial banking Credit loss reserves 647 All other 26 Total 673 First USA I/O strip 354 PCCRs 275 Partnership assets 121 All other 27 (2) Total 777 (1) Reduced by $22 million for gain on loan sale (2) Reduced by $46 million for gain on sale of Canadian and UK card operations

21. Strong Capital Position * TCE Tier 1 Total Ratio** Capital Capital Firstar 6.2 % 8.0 % 10.7 % US Bancorp 5.6 6.6 10.9 Bank One - 6/30/00 5.4 7.1 10.2 Wells Fargo 4.27.5 10.3 Bank of America 4.1 7.4 11.0 First Union - pro forma 3.8 6.6 10.6 FleetBoston 3.6 6.7 11.0 Chase Manhattan 3.4 8.6 12.3 • If Bank One preferred was 15% of equity and sub. debt was 20% of Total Capital the ratios would be: Tier 1 @ 7.6% and Tier 2 @10.8% at 6/30/00 * @ 3/31/00 unless otherwise noted ** (Common equity - all intangibles) / (total assets + securitized credit cards - intangible assets)

22. Credit Trends ($ in millions)4Q99 1Q00 2Q00 Nonperforming assets - commercial $1,159 $1,190 $1,344 Nonperforming assets - consumer 506 471 440 Total $1,665 $1,661 $1,784 Nonperforming assets / related assets 1.02% 0.99% 1.03% Reserve / loans 1.39% 1.39% 1.73% Reserve / reported net charge-offs annualized 207% * 220% 233% Reserve / NPLs 147% 149% 177% Managed charge-off rate (annualized) 1.99% * 2.04% 1.99% Downgrades increasing faster than upgrades * Adjusted for FFIEC-related charge-offs

23. Noninterest Expense Reductions • $500 million annualized by end of 2001 first quarter • Change in process will drive expenses down • Policy changes driving reductions : OldNew • To Planning Group (PG) >$5 mill >$50 thousand • T & E Self-approval No self-approval • Consultants, executive PG to $10 mill CEO/CFO search, contributions, Mgrs. <$5 mill donations, etc. This will change the culture

24. Noninterest Expense Reductions Total Annualized ExpensesReported 1999 full year * $10.9 bill 1Q00 annualized 10.6 2Q00 annualized 10.5 2001 quarterly average target 10.0 Headcount (Full-time + part-time with benefits) 12/31/99 Adjusted for BOFS 86,600 3/31/00 85,500 6/30/00 82,500 12/31/00 Budget 86,000 - We will not add staff from today - Expect to drive headcount down * excluding merger-related charges

25. Noninterest Expense Reductions - Efficiency Improvement ($ in millions)Efficiency Ratio 2Q00 Mid Pt Cost Save AnnualizedONEPeerPotential Retail $4,096 64%* 60% $240 pretax Commercial 2,252 54% 50% 150 Other 4,152 110 Total $10,500 $500 Mid-point is not best in class * Excluding Wingspan

26. Comprehensive Financial Repositioning • Dividend set to appropriate level • Capital position strong and will be strengthened • Balance sheet integrity • Gain efficiencies quickly - expense discipline

27. Earnings Review

28. Net Income (Loss) ($ in millions) 2Q99 1Q00 2Q00 Net Net Net IncomeEPSIncome EPS IncomeEPS Reported $992 $0.83 $689 $0.60 $(1,269) $(1.11) Adjustments Significant items -- -- -- -- 1,913 1.66 Merger-related 120 0.10 -- -- -- -- Adjusted $1,112 $0.93 $689 $0.60 $644 $0.55 Adjusted ROA (reported assets) 1.76% 1.03% 0.95% ROE 21% 14% 13%

29. LOB Performance Review Summary ($ in millions)ReportedNormalized Net Income2Q991Q00 2Q00 Retail (incl. Wingspan) $290 $236 $247 Commercial banking 203 200 214 First USA 339 67 113 Investment management 91 81 79 Corporate investments 90 141 61 Corporate / unallocated 99 (36) (70) Sub-total $1,112 $ 689 $ 644 Less: Merger-related items (120) -- -- Total Corporation $992 $689 $644 EPS $0.83 $0.60 $0.55 ROA (reported assets) 1.57% 1.03% 0.95% ROE 19% 14% 13% Efficiency ratio 52% 54% 55%

30. Retail (including Wingspan)Performance Drivers - 2Q00 vs 2Q99 Net income down $43mm or 15% • Revenue growth of $45mm or 3% impacted by: • Lower loan sale gains ($50mm), higher auto lease residual losses ($39mm) • Revenues up 9%, excluding above • Higher provision ($38mm) • Noninterest expense up $62mm • Wingspan launched 6/99 • Excluding loan sale gains, auto lease residual losses and Wingspan, net income up 12%

31. Commercial BankingPerformance Drivers - 2Q00 vs 2Q99 • Net income up $11mm or 5% • Revenue growth up $93mm or 10% • Loan growth of 12% • Treasury Management fees up 12% ($23mm) • Provision up $42mm or 39% • Deteriorating credit quality • Noninterest expense up $26mm or 5% • Treasury Management expenses higher to support volume growth

32. First USAPerformance Drivers - 2Q00 vs 1Q00 • Net income up $46mm or 69% • Revenue down $31mm or 2% • Declining yield, lower outstandings • Higher funding costs • Offset by higher interchange • Provision lower by $69mm or 7% • Noninterest expense improved $38mm

33. First USAPerformance Drivers - 2Q00 vs 2Q99 • Net income down $226mm or 67% • Margin down $330mm or 19% • Lower outstandings, higher funding costs • Noninterest income down $148mm or 33% • Securitization gains $80mm lower • Noninterest expense better $139mm or 17%

34. First USA ReportedNormalized % of Avg. Managed Loans2Q99 1Q00 2Q00 Peers Net Interest Margin 10.37 % 9.14 % 8.83 % 7.85 % Loan loss provision 5.23 5.78 5.44 4.22 Noninterest income 2.65 1.58 1.87 3.05 Noninterest expense 4.76 4.29 4.13 4.34 Pretax income 3.03 0.63 1.09 2.34 90 Day past due (% managed) 1.96 1.91 1.69

35. First USA * Change ($ billions)2Q991Q002Q00 %2Q99 Managed loans - avg. $68.9 $67.1 $66.1 (4)% Managed charge-offs - % 5.25% 5.78% 5.44% Charge volume $35.6 $34.0 $36.8 3 New accounts opened (000s) 2,287 950 826 (64) Cards issued (000s) 65,620 56,378 54,648 (17)** * Managed ** (6)% excluding 1Q00 purge of 7 million inactive accounts

36. Investment Management GroupPerformance Drivers - 2Q00 vs 2Q99 • Net income down $12mm or 13% • 1999 Earnings inflated by: • Reversal of litigation expenses • Accounting change • Roney Securities operated at a small loss • Sold May 1999 • Excluding the above items • Revenues up 5% • Expenses up 3% • Net income up 7%

37. Current Earnings Power After tax EarningsEPSROE Normalized 2Q00 $644 $0.55 13% 2Q00 Annualized $2,576 $2.20 Expense savings 320 0.27 Investment portfolio / other 150 0.13 Total $3,046 $2.60 10% EPS growth 2.86 16% 15% EPS growth 2.99 17% ROE Target 18-20%

38. Long-term Outlook

39. Retail • Competitive strength from • Broad geographic reach - 14 states • Top market share - #1 or #2 in 70% of our markets • Large customer base - over 8 million households • Strong deposit base • Focus on • Customer service, sales culture, costs • True national platform • Direct expenses reduced $125 million in 1999 and $126 million in 2000 • 700,000 online customers • Clear ability to cross sell • Sold more than $4 billion of mutual funds and annuities • Over 3,600 registered brokers • Quality portfolio • Auto business an exception • Very little subprime • Test new concepts / innovate

40. E-Business • Internet is critical to our business - must be fully integrated • New “Skunkworks” group • Bill Campbell & senior management working group • Coordinate and develop company-wide strategies • Internet is not binary, but a continuum of services • Wingspan - 95,000 customers • Built great stuff - technology, customer-focused • Merge platforms (save $30 million) • Test various products, services, private brand can be... • Private labeled • Agnostic • Fully leverage all our assets, use physical presence • Major opportunities exist

41. Commercial Banking • Middle market franchise a company jewel • Relationships are wide and deep - single provider, many products • Relationships last and are profitable over the long-term • Closely tied to Retail • Large Corporate needs focus on capital • Improve risk analysis and control in total and by customer • Force the cross sell • Maximize ROE - not earnings • Products • Strong treasury management franchise • Great origination capability - higher velocity needed • Improve capital markets capabilities • No equity - don’t compete with Wall Street • Double penetration • 40% of net revenues are noninterest-related

42. First USA • Stabilizing - have gotten results • Opportunity to increase ROO vs. industry • Several major partnership contracts renewed • 50+ new partnerships launched this year • This is still a fundamentally good industry • Being the #2 player in a consolidating industry is enviable • Little subprime • Bank One ownership should be a competitive advantage

43. Investment Management • Large and growing mutual fund company • $67 billion of mutual funds under management • $129 billion of total assets under management • 62% of funds are Morningstar 4 or 5 rated • Wealth management • Over 650 private bankers • Great opportunities to grow

44. Corporate Investments • Recurring net income is approximately $200 million per year • Tax-driven leasing, housing, energy 50% • Equity investments / venture capital 25% • Other 25% • Target 25%-30% returns on capital over time • Very specialized • Good talent - more opportunities

45. Retail Commercial Banking First USA Investment Management Corporate Investments Corporate / Unallocated Financial Philosophies - Public Reporting Clarity • 8+ million households • #1 or #2 in 70% of major markets • 6500 ATMs • 1800+ banking centers • Significant on-line presence • Wingspan • Good small business / community banking presence • Excellent middle-market franchise • Good mid- / large corporate bank to corporations, governments, institutions • Capital markets capabilities • Excellent treasury management services • #3 commercial bank in US • #2 domestic Visa / Mastercard issuer • 54+ million cardmembers • $66+ billion in managed assets • Good Internet presence • Investment advisory, insurance, trust and related services to individuals and institutions • $129+ billion AUM • 62% of mutual funds ranked 4 or 5 by Morningstar • Proprietary investment activities • Growth, tax-oriented and value investing • Leveraged and equipment leasing • Investment portfolio • Corporate treasury • Unallocated expenses • Corporate activities

46. Agendas

47. Business Philosophies • Strategies will be right for Bank One - constantly review • Franchises should be market leaders • Franchises should be durable • Always maintain financial discipline • Excellence in execution • Employee ownership a key • Management and shareholder interests must be aligned • Be field and client driven

48. Immediate Agenda • Capital allocation - customer, risk, product • Align incentives • “Extreme” budgeting for 2001 • Analyst relationships • Open door policy • Constantly improve disclosure • Quarter-by-quarter updates • Transform tactical plan to strategic plan • Board governance - best practices

49. Future Agenda - Build a Great Company • Strong financial structure • Strong management • Building infrastructure and execution capabilities • Strong franchises • Several years of earnings growth opportunities through more disciplined management • Future opportunities • Creative strategies • Consolidations and acquisitions

50. Private Securities Litigation Reform Act of 1995“Forward-Looking Statement” Disclosure Certain statements made by management in this presentation and these materials are not statements of historical fact, but are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These “forward-looking statements” involve risks and uncertainties which may cause actual results to differ materially from those in such statements. Additional discussion of factors that could cause actual results to differ materially from projections, forecasts, estimates and expectations is contained in respective SEC filings, including the Annual Report on Form 10-K for the year ending December 31, 1999.