JPMorgan Chase Capital XX (the "Trust"), a Delaware statutory trust, the sole assets of which will be junior subordinated debt securities issued by JPMorgan Chase & Co. ("JPMorgan Chase"). JPMorgan Chase will own all common securities of the Trust.

Guarantor:

JPMorgan Chase

Securities:

6.550% Capital Securities, Series T

Legal Format:

SEC Registered

Aggregate Liquidation Amount:

$1,000,000,000

Liquidation Amount:

$1,000 per capital security

Distributions:

6.550% until Scheduled Maturity Date

CUSIP/ISIN:

[TBD]

Ratings:

Moody's Investors Service: A2
Standard & Poor's: A-
Fitch: A

Settlement Date:

September 28, 2006 (T+7)

Scheduled Maturity Date:

September 29, 2036

Final Repayment Date:

September 15, 2066

Interest Payment Dates:

Paid semi-annually on each March 29 and September 29, commencing March 29, 2007, until Scheduled Maturity Date

Reference Treasury Benchmark Yield:

4.862% (4.500% due February 15, 2036)

Spread to Benchmark Treasury:

173 basis points (1.73%)

Day Count Convention:

30/360, until Scheduled Maturity Date

Interest Rate after Scheduled Maturity Date:

One-month LIBOR plus 2.16% payable on the last day of each calendar month based on Actual/360

Redemption at Par:

Anytime after Scheduled Maturity Date

Make-Whole prior to Scheduled Maturity Date:

Discounted present value of Treasury plus 37.5 basis points

Redemption for Tax Event:

Greater of par and discounted present value of Treasury plus 50 basis points.

Redemption for Capital Treatment Event:

At par

Deferral Provision:

The Trust will defer payments on the 6.550% Capital Securities for up to 10 years if JPMorgan Chase defers payments on the underlying junior subordinated debt securities. Payments cannot be deferred beyond the maturity date of the junior subordinated debt securities on September 15, 2066. Any deferred payments will accrue additional interest at the then applicable rate, compounded on each interest payment date.

Replacement Capital Covenant:

A replacement capital covenant will apply until September 15, 2056. The dates referred to in the prospectus supplement on which the "applicable percentage" and the types of securities that constitute "qualifying capital securities" (as therein defined) will change are September 15, 2016 and September 15, 2036.

Public Offering Price:

$99.454

Underwriting Commissions:

$15,000,000

Use of Proceeds:

General corporate purposes.

Sole Structuring Advisor and Bookrunner:

J.P. Morgan Securities Inc.

Co-Managers:

SunTrust Capital Markets, Inc.

Allocation:

Aggregate Liquidation Amount

J.P. Morgan Securities Inc.

$ 920,000,000

Bear, Stearns & Co. Inc.

$ 20,000,000

UBS Securities LLC

$ 20,000,000

BB&T Capital Markets, a division of Scott & Stringfellow, Inc.

$ 10,000,000

Blaylock & Company, Inc.

$ 10,000,000

Morgan Keegan & Company, Inc.

$ 10,000,000

SunTrust Capital Markets, Inc.

$ 10,000,000

___________________________

Total

$ 1,000,000,000