Prospectus excerpt:  The CENts will bear interest from the date they are issued until their repayment or earlier redemption at the annual rate of 6.875%, payable quarterly in arrears on each February 1, May 1 , August 1 and November 1, beginning November 1, 2007. We have the right, on one or more occasions, to defer the payment of interest on the CENts for one or more consecutive interest periods that do not exceed 5 years without being subject to our obligations under the alternative payment mechanism described in this prospectus supplement and for one or more consecutive interest periods that do not exceed 10 years without giving rise to an event of default. In the event of our bankruptcy, holders will have a limited claim for deferred interest.

The principal amount of the CENts will become due on August 1, 2047, the Ůscheduled maturity date,ˆ only to the extent of the applicable percentage of the net cash proceeds that we have received from the sale of certain qualifying capital securities during a 180-day period ending on a notice date not more than 15 or less than 10 business days prior to such date. We will use our commercially reasonable efforts, subject to certain market disruption events, to sell enough qualifying capital securities to permit repayment of the CENts in full on the scheduled maturity date. If any amount is not paid on the scheduled maturity date, it will remain outstanding and we will continue to use our commercially reasonable efforts to sell enough qualifying capital securities to permit repayment of the CENts in full. On August 1, 2077, we must pay any remaining principal and interest on the CENts in full whether or not we have sold qualifying capital securities.

At the option of JPMorgan Chase & Co., the capital securities may be redeemed at 100% of their liquidation amount plus accrued and unpaid distributions through the date of redemption on or after August 1, 2012 or upon the occurrence of a tax event or regulatory capital event or at the redemption price set forth herein upon the occurrence of a rating agency event.