UNITED STATES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): December 19, 2005

JPMORGAN CHASE & CO.

(Exact name of registrant as specified in its charter)

Delaware

1-5805

13-2624428

(State or other

jurisdiction of

incorporation)

(Commission File

Number)

(IRS Employer

Identification Number)

 

270 Park Avenue, New York, NY

10017

(Address of Principal Executive Office)

(Zip Code)

Registrant's telephone number, including area code: (212) 270-6000

__________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Item 1.01 Entry into a Material Definitive Agreement

In connection with the resignation of David A. Coulter on September 30, 2005, JPMorgan Chase & Co. agreed, subject to covenants regarding non-solicitation, non-hire, non-disparagement and non-disclosure of confidential and proprietary information, that Mr. Coulter's then currently exercisable stock options will remain exercisable until 12/30/2005.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

   

JPMORGAN CHASE & CO.

 

By:

/s/ Anthony J. Horan

 

Name:
Title:

Anthony J. Horan
Corporate Secretary

Date: December 23, 2005