Amended
and restated term sheet†
To
prospectus dated December 1, 2005,
prospectus
supplement dated December 1, 2005 and
product
supplement no. 3-II dated February 13, 2006
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Amended
and Restated Term Sheet to
Product
Supplement No. 3-II
Registration
Statement No. 333-130051
Dated
April 15, 2008; Rule 433
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Structured
Investments |
JPMorgan
Chase & Co.
$
Floating
Rate Notes Linked to the Consumer Price Index due April 18,
2013
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·
|
Senior
unsecured obligations of JPMorgan Chase & Co. maturing April 18,
2013.
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·
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Interest
on
the notes will be payable monthly in arrears at a rate per annum
linked to
the year-over-year change in the Consumer
Price Index
(“CPI”), as
described below, multiplied by 1.50, which we refer to as the multiplier.
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·
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The
notes are
designed for investors who seek monthly interest payments linked
to the
year-over-year change in the Consumer Price Index over the term of
the
notes multiplied by 1.50, and full principal protection at
maturity.
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·
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Minimum
denominations of $1,000 and integral multiples
thereof.
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·
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The
terms of the notes as set forth below, to the extent they differ
or
conflict with those set forth in the accompanying product supplement
no.
3-II, will supersede the terms set forth in product supplement no.
3-II.
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·
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The
notes are
expected to price on or about April 17, 2008 and are expected to
settle on
or about April 18, 2008.
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Maturity
Date:
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April
18,
2013
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Interest:
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With
respect
to each Interest Period, for each $1,000 principal amount note, the
interest payment will be calculated as follows:
$1,000
x
Interest Rate x (the actual number of days in the Interest
Period/365)
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|
Interest
Rate:
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A
rate per
annum equal to the year-over-year change in the CPI Rate on each
applicable Determination Date multiplied by 1.50. In no case will
the
Interest Rate for any monthly Interest Period be less than the minimum
Interest Rate of 0.00%.
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CPI
Rate:
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For
any
Interest Period, the year-over-year change in the CPI Rate will be
calculated as follows:
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CPIt
- CPIt-12
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where:
CPIt
is
the CPI
level for the second calendar month prior to the calendar month of
the
applicable Determination Date, which we refer to as the reference
month;
and CPIt-12
is
the CPI
level for the twelfth month prior to the applicable reference
month.
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|
CPIt-12
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||
CPI:
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The
non-seasonally adjusted U.S. City Average All Items Consumer Price
Index
for All Urban Consumers, as published on Bloomberg CPURNSA or any
successor source.
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Determination
Dates:
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Two
business
days immediately prior to the beginning of the applicable Interest
Period.
For example, April 15, 2008 is the Determination Date of the CPI
Rate with
respect to interest due and payable on May 18, 2008. On the April
15, 2008
Determination Date, interest will be based on changes between the
CPI Rate
in February 2008 and February 2007.
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|
Interest
Periods:
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The
period
beginning on and including the issue date of the notes and ending
on but
excluding the first Interest Payment Date and each successive period
beginning on and including an Interest Payment Date and ending on
but
excluding the next succeeding Interest Payment Date.
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|
Interest
Payment Dates:
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Interest,
if
any, will be payable monthly in arrears on the 18th
calendar day
of each month (each such date, an “Interest Payment Date”), commencing May
18, 2008, to and including the Interest Payment Date corresponding
to the
Maturity Date. If an Interest Payment Date is not a business day,
payment
will be made on the next business day immediately following such
day, but
no additional interest will accrue as a result of the delayed
payment.
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|
Payment
at
Maturity:
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On
the
Maturity Date, we will pay you the principal amount of your notes
plus any
accrued and unpaid interest.
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|
CUSIP:
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48123MF72
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† |
This
amended
and restated term sheet amends, restates and supersedes the term
sheet
related hereto dated March 28, 2008 and the supplemental
term sheet related hereto dated April 3, 2008 to product supplement
no.
3-II (the term sheet and the supplemental term sheet
are
available on the SEC website at http://www.sec.gov/Archives/edgar/data/19617/000114420408018495/v108630_fwp.pdf
and
http://www.sec.gov/Archives/edgar/data/19617/000089109208001937/e31139fwp.pdf, respectively)
in their entirety.
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Price
to Public
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Fees
and Commissions (1)
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Proceeds
to Us
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Per
note
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$
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$
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$
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Total
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$
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$
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$
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(1) |
J.P.
Morgan
Securities Inc., which we refer to as JPMSI, acting as agent for
JPMorgan
Chase & Co., will receive a commission that will depend on market
conditions on the pricing date. In no event will that commission,
which
includes structuring and development fees, exceed $12.50 per $1,000
principal amount note. See "Underwriting" beginning on page PS-14 of
the accompanying product supplement no. 3-II.
For
a
different portion of the notes to be sold in this offering, an
affiliated
bank will receive a fee and another affiliate will receive a structuring
and development fee. In no event will the total amount of these
fees
exceed $12.50 per $1,000 principal amount
note.
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· |
Product
supplement no. 3-II dated February 13, 2006:
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· |
Prospectus
supplement dated December 1,
2005:
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· |
Prospectus
dated December 1, 2005:
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·
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PRESERVATION
OF CAPITAL AT MATURITY —
You
will
receive at least 100% of the principal amount of your notes if you
hold
the notes to maturity, regardless of the year-over-year change in
the CPI.
Because the notes are our senior unsecured obligations, payment of
any
amount at maturity is subject to our ability to pay our obligations
as
they become due.
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· |
MONTHLY
INTEREST PAYMENTS —
The
notes
offer monthly interest payments at the applicable Interest Rate,
which may
be zero. Interest, if any, will be payable monthly in arrears on
the
18th
calendar day
of each month (each such date, an “Interest Payment Date”), commencing May
18, 2008, to and including the Interest Payment Date corresponding
to the
Maturity Date. Interest will be payable to the holders of record
at the
close of business on the date 15 calendar days prior to the applicable
Interest Payment Date. The monthly interest payments are affected
by, and
contingent upon, the year-over-year change in the CPI. The yield
on the
notes may be less than the overall return you would receive from
a
conventional debt security that you could purchase today with the
same
maturity as the notes. If an Interest Payment Date is not a business
day,
payment will be made on the next business day immediately following
such
day, but no additional interest will accrue as a result of the delayed
payment.
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· |
INFLATION
PROTECTION —
The
return
on the notes is linked to the performance of the Consumer Price Index,
which measures the change in average prices of consumer goods over
time,
multiplied by 1.50.
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· |
TAX
TREATMENT —
You
should
review carefully the section “Certain U.S. Federal Income Tax
Consequences” in the accompanying product supplement no. 3-II. Subject to
the limitations described therein, and based on certain factual
representations received from us, in the opinion of our special tax
counsel, Davis Polk & Wardwell, the notes will be treated for U.S.
federal income tax purposes as “variable rate debt instruments.”
Accordingly, interest paid on the notes will generally be taxable
to you
as ordinary interest income at the time it accrues or is received
in
accordance with your method of accounting for U.S. federal income
tax
purposes. In general, gain or loss realized on the sale, exchange
or other
disposition of the notes will be capital gain or loss.
|
JPMorgan
Structured Investments —
Floating
Rate Notes Linked to the Consumer Price
Index
|
·
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RETURN
ON THE NOTES COULD EQUAL ZERO —
You
will
receive an interest payment for the applicable Interest Period based
on a
rate per annum equal to the year-over-year change in the CPI, multiplied
by 1.50, subject to the minimum Interest Rate of 0.00%. Therefore,
in the
event of a year-over-year decrease in the CPI (or no change in the
CPI),
such as in periods of deflation, you will not receive an interest
payment
for the applicable Interest Period.
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·
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FLOATING
RATE NOTES DIFFER FROM FIXED RATE NOTES —
The
rate of
interest paid by us on the notes for each Interest Period will be
equal to
the CPI Rate multiplied by 1.50, which may be less than returns otherwise
payable on debt securities issued by us with similar maturities.
You
should consider, among other things, the overall potential annual
percentage rate of interest to maturity of the notes as compared
to other
investment alternatives.
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·
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CERTAIN
BUILT-IN COSTS ARE LIKELY TO ADVERSELY AFFECT THE VALUE OF THE NOTES
PRIOR
TO MATURITY —
While
the
payment at maturity described in this amended and restated term sheet
is
based on the full principal amount of your notes, the original issue
price
of the notes includes the agent’s commission and the cost of hedging our
obligations under the notes through one or more of our affiliates.
As a
result, the price, if any, at which JPMSI will be willing to purchase
notes from you in secondary market transactions, if at all, will
likely be
lower than the original issue price, and any sale prior to the maturity
date could result in a substantial loss to you. The notes are not
designed
to be short-term trading instruments. Accordingly, you should be
able and
willing to hold your notes to maturity.
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·
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LACK
OF LIQUIDITY —
The
notes
will not be listed on any securities exchange. JPMSI intends to offer
to
purchase the notes in the secondary market but is not required to
do so.
Even if there is a secondary market, it may not provide enough liquidity
to allow you to trade or sell the notes easily. Because other dealers
are
not likely to make a secondary market for the notes, the price at
which
you may be able to trade your notes is likely to depend on the price,
if
any, at which JPMSI is willing to buy the
notes.
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·
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MANY
ECONOMIC AND MARKET FACTORS WILL IMPACT THE VALUE OF THE NOTES
—
In
addition
to the level of the CPI on any day, the value of the notes will be
affected by a number of economic and market factors that may either
offset
or magnify each other, including:
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· |
the
expected
volatility in the CPI;
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· |
the
time to
maturity of the notes;
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· |
interest
and
yield rates in the market generally, as well as the volatility of
those
rates;
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· |
fluctuations
in the prices of various consumer goods and energy
resources;
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· |
inflation
and
expectations concerning inflation;
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· |
a
variety of
economic, financial, political, regulatory or judicial events;
and
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· |
our
creditworthiness, including actual or anticipated downgrades in our
credit
ratings.
|
JPMorgan
Structured Investments —
Floating
Rate Notes Linked to the Consumer Price
Index
|
CPI
Rate
=
|
211.693 –
203.499
|
=
4.03% per
annum
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203.499
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JPMorgan
Structured Investments —
Floating
Rate Notes Linked to the Consumer Price
Index
|