200712 structured note presentation

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    The Market for Structured Investments

    Source: Structured Products Association

    $-

    $10

    $20

    $30

    $40

    $50

    $60

    $70

    $80$90

    $100

    2003 2004 2005 2006 2007

    U.S. Structured Investments:

    New Issuance, 2003-2007

    Volume ($Bil.)

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    Defining Structured Investments

    Structured Investments are instruments whose performance is linked to

    that of an underlying asset or assets.

    Principal Protected

    Non-PrincipalProtected

    Bullish

    Bearish

    Range-Bound/Volatile

    Correlation/Dispersion

    = Instrument

    Performance

    TypeUnderlying

    Assets+ +

    Notes

    CDs

    Funds

    Warrants

    Annuities

    Structured

    Investments

    Equities

    Commodities Interest Rates

    Foreign Exchange

    Inflation

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    Rationale for Structured Investments: Access

    Geographic Markets:

    US, Europe, Asia, Latin America

    Investment Strategies:

    Seasonal, Carry Trades, Long -Short, Industry Strategies

    Underlying Assets:

    Equities, Currencies, Commodities, Rates, Inflation

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    Rationale for Structured Investments: Fine Tuning

    AppreciationParticipation

    Caps /Averaging

    Point toPoint

    3xUpside

    Maturity

    3Months

    7Years

    PrincipalProtection

    0%

    100%

    Yield

    0%

    HighYield

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    Frequently Issued Structures

    Reverse Convertible/Exchangeable Notes Moderately bullish or range bound view on an equity Seeking high monthly income (double-digit yields) Ability to take price depreciation risk (on a contingent basis) Short-term horizon (3 to 12 months)

    Enhanced Participation Notes (3x the Upside / 1x Downside)

    Moderately bullish or range bound view Leveraged upside in return for a cap Ability to take price depreciation risk Long-term capital gains (Horizon>1yr)

    Auto-callable Notes Moderately bullish view (market valuations which have been recently impaired) Flexibility of investment horizon (view that rebound is a question of when not if) Potential for equity-like return Ability to take price depreciation risk

    Long-Term capital gains

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    Frequently Issued Structures

    Callable LIBOR Range Accrual Notes/CDs View that interest rates will decline (or remain within a range)

    Potential for above market yields Seeking principal protection Flexibility regarding early redemption by the issuer Estate feature (in case of death) if structured as a CD

    Global Asset Allocation CDs (Best Performing of 3 Diversified Portfolios) Seeking diversification across multiple asset classes (equity, f/i, f/x and commodities) Uncertainty regarding optimal asset allocation weights Long-term investment horizon (typically 5+ years) Seeking principal protection

    CD estate feature ( in case of death) Point-to-Point Principal Protected Notes Linked to Global Equity Index Basket

    Equity upside on a geographically diversified basis Long-term investment horizon (typically 5+ years) Seeking principal protection

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    Frequently Issued Structures

    Commodity Linked Principal Protected Notes

    Access to Commodity exposure

    Seeking principal protection

    Intermediate investment horizon (typically 2 to 4 years)

    Currency Linked Principal Protected Notes

    Exposure to non-dollar assets Seeking principal protection

    Intermediate investment horizon (typically 18 months to 3 years)

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    Reverse Convertible Notes

    What is Reverse Convertible Note?

    Short-dated note that offers a high fixed coupon relative to bonds and a greater degree ofprice protection relative to buying a stock

    Initial investment Return

    $1,000

    Note

    Zero

    Coupon

    Bond

    Contingent

    PriceDepreciation

    below theInitial Stock

    Price

    Investor

    Receives

    Investor

    Pays

    HighMonthlyCoupon

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    Reverse Convertible Notes

    Definitions

    Protection Amount = Amount the stock price can fall before the

    contingency is triggered.

    Barrier Price = Initial Stock Price Protection Amount

    Strike Price = Initial Stock Price

    Number of Conversion Shares = Principal Amount / Strike Price

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    Reverse Convertible Notes Contingent Price Depreciation

    Assumptions

    Par Amount: $1,000Initial Stock Price: $100

    Conversion Shares: 10

    Protection Amount: 25%

    Barrier Price: $75

    Has stock price closed below $75

    on any business day prior to

    maturity?

    Monthly coupon plus

    principal at maturity

    Is stock price

    below $100 at maturity?

    Monthly coupon plus

    10 shares (or $700)

    per note

    Yes No

    No,

    stock

    price is

    $110

    Yes, stock

    price is$70

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    Reverse Convertible Notes: Path Dependency

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    Reverse Convertible Notes

    Why invest in a reverse convertible?

    Moderately bullish view on the stock price

    High fixed coupon

    Short maturities (3 months to 1 year)

    Contingent downside protection

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    Reverse Convertible Notes

    Considerations

    Principal at risk if the underlying stock decreases below the barrier price

    Return limited to the principal amount plus interest

    Intended to be held to maturity

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    Example: Reverse Convertible Linked to GM Corp

    Underlying: GM common stock

    Issuer: JP Morgan (Aa2/AA-)

    Maturity: 6 months

    Par Amount: $1,000

    Strike Price: $34.00 (= Closing stock price on Pricing Date)

    Conversion Shares: 29.4118 per note (= $1,000 / $34.00)

    Coupon: 16.00% p.a. (paid monthly)

    Protection Amount: $13.60 (= 40% of the initial share price)

    Barrier Price: $20.40 (= $34.00 13.60)

    Investor Receives

    Monthly: $13.33 per month per bond

    At Maturity: (a) If the stock has closed below $20.40 prior to Maturity and theStock Price is below the $34.00 at Maturity, the Investor

    receives 29.4118 shares of GM or the cash value.

    (b) Otherwise, the investor receives $1,000

    The above terms were from an actual transaction which occurred in the past and may no longer be valid under current market conditions.

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    Variation Using Correlation: Least of (Bullish)Dow Jones Industrial Average

    Underlying: Least of individual stocks of DJIA

    Par: $1,000

    Issuer: JP Morgan

    Maturity Date: 6 months

    Strike Prices: Closing price on Pricing Date for each stock in the DJIA

    Coupon: 30.50% p.a. (paid monthly)

    Barrier Prices: 60% of the initial share price of each member stock of the DJIA

    PhysicalDelivery Amount: Par divided by the Strike Price of each stock in the DJIA

    Trigger Event: Any day the closing price of any of the DJIA stocks hasdeclined below its the Barrier Price

    Payment

    at Maturity: $1,000 unless a trigger event has occurred and the cash

    value of the physical delivery amount for the leastperforming is less than $1,000, in which case you willreceive the physical delivery amount or the cash value

    The above terms were from an actual transaction which occurred in the past and may no longer be valid under current market conditions.

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    Types of Offerings

    Reverse inquiries Customized based on investor market view Minimum size requirements

    Ability to close during the month Real time pricing competition Opportunity to grow transactions

    Calendar offerings

    Access to relevant research driven ideas Several weeks to market Scale allows smaller investment size Issuers pre-selected based on monthly axes

    Secondary offerings Ability to access attractively priced opportunities for sizes and maturities

    which could not be economically created in the new issue market

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    The information in this presentation is for general information only, is

    subject to change, and is not intended to provide specific legal, tax, or other

    advice or recommendations. Please consult your attorney, accountant, tax,

    or financial advisor with regard to your specific situation.

    Broker Dealer Use Only