Shareholder Proposal on Sudan Presented at JP Morgan Chase Stockholder Meeting

Statement at JP Morgan Chase Stockholder Meeting in Support of

Resolution No. 10 Concerning Human Rights Policies

May 20, 2008

Good morning, Mr. Chairman, Board of Directors & my fellow shareholders. I am presenting this proposal on behalf of Trillium Asset Management Corporation, the Calvert Group, Amnesty International and the General Board of Pensions and Health Benefits of the United Methodist Church. [The proposal received 7.5% support from fellow shareholders.]

Resolution No. 10 calls for a report to shareowners discussing how our investment policies address or could address human rights issues, with a view toward adding appropriate policies and procedures to apply when a company in which we are invested is identified as contributing to human rights violations through their businesses or operations in a country with a clear pattern of mass atrocities or genocide.

As you know, the massacres perpetuated in Darfur by the Sudanese government – which the current Administration has labeled a genocide — were the catalyst for this proposal. Since February 2003, hundreds of thousands of civilians have been killed by both deliberate and indiscriminate attacks, and 2.5 million civilians in the region have been displaced.

Much of the revenue fueling this conflict is generated by Sudan’s oil industry. With little capital or expertise to efficiently extract its own oil, Sudan relies almost entirely on foreign companies for both. The oil industry in Sudan is dominated by four foreign companies: China National Petroleum Corporation, Petronas of Malaysia, Oil and Natural Gas Corporation of India, and Sinopec of China.

In 2007, working with organizations that have expertise on the conflict in Sudan, we and other investors began to approach companies in our portfolio with known relationships to these four oil companies. Our request to JP Morgan Chase and other prominent Wall Street firms is that you engage with these companies. Use any influence you have to encourage them to press the Sudanese government to accept the deployment of UN peacekeeping forces. It will mean something to these companies to hear you, as one of their investors and a potential or actual investment banking services provider.

Many of their responses we’ve received from companies we’ve engaged is encouraging. Morgan Stanley has written to companies of concern to express their clients’ concern about Darfur, and empowered its internal “franchise committee” to consider human rights matters when reviewing deals. Citigroup has stated its support for UN Security Council Resolution 1769 calling for the deployment of a peacekeeping force. Merrill Lynch and T. Rowe Price have agreed to review human rights organizations’ corporate profiles in their research processes, and Merrill will consider offering Sudan-free investment products.

JP Morgan Chase has taken this proposal very seriously. We are grateful for the careful attention and consideration that it has been given, and we have been assured that our dialogue with senior management will continue beyond today. Because of the urgency of the crisis in Sudan, however, it is deeply disappointing that JPMC has not taken any measure comparable to those of other firms. Your new statement on human rights is extremely vague in terms of providing guidance on how this company will respond to the situation in Sudan and others like it. In our discussions, we will encourage you to take leadership by sending a clear signal to the global community that JP Morgan Chase will not finance or profit from, directly or indirectly, business activities that violate human rights in the Sudan or elsewhere. Accordingly, we call on shareholders present here today to vote their shares in favor of this proposal, as a strong signal to management that a strong policy is warranted.

Report on How Investment Policies Address Human Rights Issues – JPMorgan Chase & Co.

HUMAN RIGHTS AND OUR INVESTMENT PORTFOLIO

WHEREAS

The issue of Human Rights increasingly impacts investors and companies alike. Company reputations are affected by both direct and indirect involvement in human rights violations. Operating in countries with clear patterns of these violations, such as Sudan and Burma, may heighten reputational and financial risk. Furthermore, companies can face similar risks when they or their suppliers are found to be using forced labor, discriminating against employees, or committing other such abuses.

Proponents believe that institutional investors, including asset management firms such as JPMorgan Chase & Co., bear fiduciary and moral responsibilities as owners of stock in companies that may be connected to human rights violations. Thus we are encouraging the Corporation to report on policies and guidelines that address these issues. This report and guidelines can address how the Corporation as a shareholder can most effectively respond to these human rights issues, including strategies for shareowner engagement with the companies and/or divestment of such stock as appropriate.

RESOLVED

Shareowners request that the Board of Directors authorize and prepare a report to shareowners which discusses how our investment policies address or could address human rights issues, at reasonable cost and excluding proprietary information, by October 2008.

Such a report should review the current investment policies of the Corporation with a view toward adding appropriate policies and procedures to apply when a company in which we are invested, or its subsidiaries or affiliates, is identified as contributing to human rights violations through their businesses or operations in a country with a clear pattern of mass atrocities or genocide.

Supporting Statement

Proponents believe one example, clearly demonstrating the need for this report, concerns the ongoing atrocities in Sudan, and how certain types of foreign investment contribute to the conflict.

Sudan’s western region, Darfur, continues to experience human rights abuses on an unimaginable scale, including systematic and widespread murder, torture, rape, abduction, looting and forced displacement. Since February 2003, hundreds of thousands of civilians have been killed by both deliberate and indiscriminate attacks, and 2.5 million civilians in the region have been displaced.

Much of the revenue fueling this conflict is generated by Sudan’s oil industry. Rather than funding social development, the majority of the revenue is funneled into military expenditures.

With little capital or expertise to efficiently extract its own oil, Sudan relies almost entirely on foreign companies for both. The oil industry in Sudan is dominated by four foreign companies: China National Petroleum Corporation, Petronas of Malaysia, Oil and Natural Gas Corporation of India, and Sinopec of China.

Over 20 US states and 50 colleges have adopted Sudan investment policies, including engagement, screening and divestment, regarding these and other foreign companies operating in certain sectors in Sudan. A 1997 presidential executive order generally bars American companies and citizens from conducting business in Sudan. In 2007, President Bush reinforced that executive order.

Proponents believe that JPMorgan Chase & Co., as an investor, has a responsibility to address this internationally condemned conflict in the Sudan.

Putting China on the Spot for Sudan

Trillium Asset Management Corporation (“Trillium”) will be working with two nonprofit organizations this fall to keep up the economic pressure on the Government of Sudan (GoS).

The “selective divestment” model – developed by the Sudan Divestment Task Force adopted by Trillium – focuses on companies in strategic sectors, whose tax payments or royalties provide major revenue for the GoS. The sectors include oil and gas, electric power, or telecommunications. The model involves engagement with companies before determining whether to divest, depending on whether the investor believes that on balance, the economic and social benefit they provide to all Sudan’s citizens outweighs the pernicious uses to which the government may put their taxes.

To date, direct governmental sanctions and diplomatic pressure have failed to result in real security for Darfur. Many observers believe nothing will change until China is forced to abandon its role as the Sudanese government’s enabler. Two Chinese companies, Sinopec and CNPC play a major role in Sudan’s oil industry (CNPC is 100% owned by the Chinese government and is the controlling shareholder in PetroChina, which does business in Sudan). China also furnishes arms to the GoS.

Shareholder activists are using two strategies to bring corporate pressure on China.

The first is to encourage the largest investors in Chinese oil companies (and the two other dominant foreign oil companies, Petronas of Malaysia and ONGC of India) to review their relationships with these companies as direct investors or through other financial transactions. We are encouraging them to engage with these companies (as well as any others in critical sectors that they have relationships with) and urge them to thoroughly respond to situation in Darfur. In short, we’re asking them to do as we are.

We’re also asking corporate sponsors of the Beijing Olympics to pressure the Chinese government to exert its influence on Sudan, lest the 2008 games go down in history as the “genocide Olympics” the way that the 1936 games are remembered as a showcase for Nazi Germany. Staff from the non-profit Dream for Darfur have met with Chinese government officials twice this summer, who shrugged off any responsibility for Darfur. “We presume that’s what the Chinese officials will tell Olympic sponsors as well,” said Ellen Freudenheim, the campaign’s corporate sponsor outreach coordinator. “But there are actions that the Chinese government could, indeed must, take – and we hope corporate sponsors, instead of being pacified, will push for concrete steps leading toward peace.” Dream for Darfur is asking corporate sponsors to put pressure on the Chinese government and the International Olympics committee.

In May, Berkshire Hathaway‘s annual meeting turned into a forum for debate on whether the firm should divest from PetroChina. Chairman Warren Buffett argued that divestment would do no good because “subsidiaries have no ability to control the policies of their parent… Are Freddie Mac and Fannie Mae responsible for the activities of the U.S. government?” Surely not. But would the U.S. government pay attention if foreign investors started giving Fannie and Freddie a hard time? I think so – maybe even the current administration. In any event, three months later, Berkshire sold off nearly 17 million shares in PetroChina. Buffett insisted it was just for the money, and perhaps it was. But days later, the UN passed a Chinese-brokered resolution authorizing a UN force of 26,000 to police Darfur. It’s enough to give you hope – which Darfurians need, because the implementation of that resolution is already going badly awry.