CALCULATION OF REGISTRATION FEE Title of Each Class of Securities Offered Maximum Aggregate Offering Price Amount of Registration Fee(1)(2) Notes $1,818,000 $71.45 (1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933. (2) Pursuant to Rule 457(p) under the Securities Act of 1933, unused filing fees of $316,952.80 have already been paid with respect to unsold securities that were previously registered pursuant to a Registration Statement on Form S-3 (No. 333-117770) filed by JPMorgan Chase & Co.
On July 30, 2004, and have been carried forward, of which $71.45 offset against the registration fee due for this offering and of which $316,881.35 remains available for future registration fees. No additional registration fee has been paid with respect to this offering. The notes are designed for investors who seek an interest rate that is higher than the current dividend yield on the applicable Reference Stock or the yield on a conventional debt security with the same maturity issued by us or an issuer with a comparable credit rating. Investors should be willing to forgo the potential to participate in the appreciation of the applicable Reference Stock, be willing to accept the risks of owning the common stock of the applicable Reference Stock issuer, and be willing to lose some or all of their principal at maturity. Payment at Maturity: The payment at maturity, in excess of any accrued and unpaid interest, is based on the performance of the applicable Reference Stock. You will receive $1,000 for each $1,000 principal amount note, plus any accrued and unpaid interest at maturity, unless: (1) (2) the applicable Final Share Price is less than the applicable Initial Share Price; and on any day during the Monitoring Period, the closing price of the applicable Reference Stock has declined, as compared to the applicable Initial Share Price, by more than the applicable Protection Amount. If the conditions described in both (1) and (2) are satisfied, at maturity you will receive, in addition to any accrued and unpaid interest, instead of the principal amount of your notes, the number of shares of the applicable Reference Stock equal to the applicable Physical Delivery Amount (or, at our election, the Cash Value thereof).
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Fractional shares will be paid in cash. The market value of the Physical Delivery Amount or the Cash Value thereof will most likely be substantially less than the principal amount of your notes, and may be zero. Maturity Date: December 31, 2008. Pricing Date: June 25, 2008 Settlement Date: On or about June 30, 2008 Observation Date: December 26, 2008. Interest Payment Dates: Interest on the notes will be payable monthly in arrears on the last calendar day of each month (each such date, an Interest Payment Date), commencing July 31, 2008, to and including the Interest Payment Date corresponding to the Maturity Date. See Selected Purchase Considerations Monthly Interest Payments in this pricing supplement for more information. Monitoring Period: The period from the Pricing Date to and including the Observation Date.
Physical Delivery Amount: The number of shares of the applicable Reference Stock, per $1,000 principal amount note, equal to $1,000 divided by the applicable Initial Share Price, subject to adjustments. Cash Value: For each Reference Stock, the amount in cash equal to the product of (1) $1,000 divided by the Initial Share Price of such Reference Stock and (2) the Final Share Price of such Reference Stock, subject to adjustments. Initial Share Price: The closing price of the applicable Reference Stock on the Pricing Date.
The Initial Share Price is subject to adjustments in certain circumstances. See Description of Notes Payment at Maturity and General Terms of Notes Anti-dilution Adjustments in the accompanying product supplement no. 34-VI for further information about these adjustments. Final Share Price: The closing price of the applicable Reference Stock on the Observation Date. This pricing supplement relates to three (3) separate note offerings.
Each issue of offered notes is linked to one, and only one, Reference Stock. The purchaser of a note will acquire a security linked to a single Reference Stock (not to a basket or index that includes another Reference Stock). You may participate in any of the three (3) note offerings or, at your election, in two or more of the offerings.
We reserve the right to withdraw, cancel or modify any offering and to reject orders in whole or in part. While each note offering relates only to a single Reference Stock identified on the cover page, you should not construe that fact as a recommendation of the merits of acquiring an investment linked to that Reference Stock (or any other Reference Stock) or as to the suitability of an investment in the notes. You should read this pricing supplement together with the prospectus dated December 1, 2005, as supplemented by the prospectus supplement dated October 12, 2006 relating to our Series E medium-term notes of which these notes are a part, and the more detailed information contained in product supplement no. 34-VI dated February 28, 2008. This pricing supplement, together with the documents listed below, contains the terms of the notes, supplements the term sheet related hereto dated June 9, 2008, as well as the supplemental term sheet related hereto dated June 16, 2008 and supersedes all other prior or contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, fact sheets, brochures or other educational materials of ours. You should carefully consider, among other things, the matters set forth in Risk Factors in the accompanying product supplement no. 34-VI, as the notes involve risks not associated with conventional debt securities.
We urge you to consult your investment, legal, tax, accounting and other advisers before you invest in the notes. You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):. THE NOTES OFFER A HIGHER INTEREST RATE THAN THE YIELD ON DEBT SECURITIES OF COMPARABLE MATURITY ISSUED BY US OR AN ISSUER WITH A COMPARABLE CREDIT RATING The notes will pay interest at an Interest Rate depending upon the applicable Reference Stock, as indicated on the cover of this pricing supplement. We believe that the applicable Interest Rate is higher than the yield received on debt securities of comparable maturity issued by us or an issuer with a comparable credit rating. Because the notes are our senior unsecured obligations, any interest payment or any payment at maturity is subject to our ability to pay our obligations as they become due.
MONTHLY INTEREST PAYMENTS The notes offer monthly interest payments at the applicable Interest Rate set forth on the cover of this pricing supplement. Interest will be payable monthly in arrears on the last calendar day of each month (each such date, an Interest Payment Date), commencing July 31, 2008, to and including the Interest Payment Date corresponding to the Maturity Date, to the holders of record at the close of business on the date 15 calendar days prior to the applicable Interest Payment 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. THE NOTES DO NOT GUARANTEE THE RETURN OF YOUR PRINCIPAL Your return of principal at maturity is protected if the applicable Final Share Price does not decline from the applicable Initial Share Price or the closing price of the applicable Reference Stock does not decline, as compared to the applicable Initial Share Price, by more than the applicable Protection Amount on any day during the Monitoring Period. However, if the applicable Final Share Price declines from the applicable Initial Share Price and the closing price of the applicable Reference Stock on any day during the Monitoring Period has declined by more than the applicable Protection Amount, you could lose the entire principal amount of your notes. TAX TREATMENT AS A UNIT COMPRISING A PUT OPTION AND A DEPOSIT You should review carefully the section entitled Certain U.S.
Federal Income Tax Consequences in the accompanying product supplement no. We and you agree (in the absence of an administrative determination or judicial ruling to the contrary) to treat the notes as units comprising a Put Option and a Deposit for U.S. Federal income tax purposes.
We intend to treat the percentages of each coupon payment specified on the cover of this pricing supplement as interest on the Deposit and as Put Premium, respectively. Assuming this characterization is respected, amounts treated as interest on the Deposit will be taxed as ordinary income while the Put Premium will not be taken into account prior to maturity or sale. However, there are other reasonable treatments that the Internal Revenue Service (the IRS) or a court may adopt, in which case the timing and character of any income or loss on the notes could be significantly and adversely affected. In addition, on December 7, 2007, Treasury and the IRS released a notice requesting comments on the U.S.
Federal income tax treatment of prepaid forward contracts and similar instruments. While it is not clear whether the notes would be viewed as similar to the typical prepaid forward contract described in the notice, it is possible that any Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the notes, possibly with retroactive effect. The notice focuses on a number of issues, the most relevant of which for holders of the notes are the character of income or loss (including whether the Put Premium might be currently included as ordinary income) and the degree, if any, to which income realized by Non-U.S.
Holders should be subject to withholding tax. Holders should consult their tax advisers regarding all aspects of the U.S.
Federal income tax consequences of an investment in the notes, including possible alternative treatments and the issues presented by this notice. Purchasers who are not initial purchasers of notes at the issue price should also consult their tax advisers with respect to the tax consequences of an investment in the notes, including possible alternative characterizations, as well as the allocation of the purchase price of the notes between the Deposit and the Put Option. JPMorgan Structured Investments Reverse Exchangeable Notes Each Linked to the Common Stock of a Different Single Reference Stock Issuer PS-1 Selected Risk Considerations An investment in the notes involves significant risks. Investing in the notes is not equivalent to investing directly in any of the Reference Stocks.
These risks are explained in more detail in the Risk Factors section of the accompanying product supplement no. 34-VI dated February 28, 2008. YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS The notes do not guarantee any return of principal. The payment at maturity will be based on the applicable Final Share Price and whether the closing price of the applicable Reference Stock has declined from the applicable Initial Share Price by more than the applicable Protection Amount on any day during the Monitoring Period. Under certain circumstances, you will receive at maturity a predetermined number of shares of the applicable Reference Stock (or, at our election, the Cash Value thereof). The market value of those shares of the applicable Reference Stock or the Cash Value thereof will most likely be less than the principal amount of each note and may be zero. Accordingly, you could lose up to the entire principal amount of your notes.
YOUR PROTECTION MAY TERMINATE ON ANY DAY DURING THE TERM OF THE NOTES If, on any day during the Monitoring Period, the closing price of the applicable Reference Stock declines below the applicable Initial Share Price minus the applicable Protection Amount, you will at maturity be fully exposed to any depreciation in the applicable Reference Stock. We refer to this feature as a contingent buffer. Under these circumstances, and if the applicable Final Share Price is less than the applicable Initial Share Price, you will receive at maturity a predetermined number of shares of the applicable Reference Stock (or, at our election, the Cash Value thereof) and, consequently, you will lose 1% of the principal amount of your investment for every 1% decline in the applicable Final Share Price compared to the applicable Initial Share Price. You will be subject to this potential loss of principal even if the price of the applicable Reference Stock subsequently recovers such that the applicable Final Share Price is above its Initial Share Price minus its Protection Amount. If these notes had a non-contingent buffer feature, under the same scenario, you would have received the full principal amount of your notes plus accrued and unpaid interest at maturity. As a result, your investment in the notes may not perform as well as an investment in a security with a return that includes a non-contingent buffer. JPMorgan Structured Investments Reverse Exchangeable Notes Each Linked to the Common Stock of a Different Single Reference Stock Issuer PS-2 The Reference Stocks Public Information All information contained herein on the Reference Stocks and on the Reference Stock issuers is derived from publicly available sources and is provided for informational purposes only.
Companies with securities registered under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, are required to periodically file certain financial and other information specified by the SEC. Information provided to or filed with the SEC by a Reference Stock issuer pursuant to the Exchange Act can be located by reference to the SEC file number provided below and can be accessed through www.sec.gov. We do not make any representation that these publicly available documents are accurate or complete. See The Reference Stock beginning on page PS-15 of the accompanying product supplement no.
34-VI for more information. Terex Corporation (Terex) According to its publicly available filings with the SEC, Terex is a global manufacturer of capital equipment focused on delivering solutions for the construction, infrastructure, quarrying, surface mining, shipping, transportation, refining and utility industries.
T he common stock of Terex, par value $0.01 per share, is listed on the New York Stock Exchange, which we refer to as the Relevant Exchange for purposes of Terex in the accompanying product supplement no. Terexs SEC file number is 001-10702. Historical Information of the Common Stock of Terex The following graph sets forth the historical performance of the common stock of Terex based on the weekly closing price (in U.S. Dollars) of the common stock of Terex from January 3, 2003 through June 20, 2008. The closing price of the common stock of Terex on June 25, 2008 was $59.17. We obtained the closing prices and other information below from Bloomberg Financial Markets, without independent verification. The closing prices and this other information may be adjusted by Bloomberg Financial Markets for corporate actions such as public offerings, mergers and acquisitions, spin-offs, delistings and bankruptcy.
We make no representation or warranty as to the accuracy or completeness of the information obtained from Bloomberg Financial Markets. Since its inception, the price of the common stock of Terex has experienced significant fluctuations. The historical performance of the common stock of Terex should not be taken as an indication of future performance, and no assurance can be given as to the closing prices of the common stock of Terex during the term of the notes. We cannot give you assurance that the performance of the common stock of Terex will result in the return of any of your initial investment.
We make no representation as to the amount of dividends, if any, that Terex will pay in the future. In any event, as an investor in the notes, you will not be entitled to receive dividends, if any, that may be payable on the common stock of Terex. JPMorgan Structured Investments Reverse Exchangeable Notes Each Linked to the Common Stock of a Different Single Reference Stock Issuer PS-4 Target Corporation (Target) According to its publicly available filings with the SEC, Target operates large-format general merchandise and food discount stores in the United States, which include Target and SuperTarget stores.
T he common stock of Target, par value $0.0833 per share, is listed on the New York Stock Exchange, which we refer to as the Relevant Exchange for purposes of Target in the accompanying product supplement no. Targets SEC file number is 001-06049. Historical Information of the Common Stock of Target The following graph sets forth the historical performance of the common stock of Target based on the weekly closing price (in U.S. Dollars) of the common stock of Target from January 3, 2003 through June 20, 2008. The closing price of the common stock of Target on June 25, 2008 was $49.88. We obtained the closing prices and other information below from Bloomberg Financial Markets, without independent verification.
The closing prices and this other information may be adjusted by Bloomberg Financial Markets for corporate actions such as public offerings, mergers and acquisitions, spin-offs, delistings and bankruptcy. We make no representation or warranty as to the accuracy or completeness of the information obtained from Bloomberg Financial Markets.
Since its inception, the price of the common stock of Target has experienced significant fluctuations. The historical performance of the common stock of Target should not be taken as an indication of future performance, and no assurance can be given as to the closing prices of the common stock of Target during the term of the notes.
We cannot give you assurance that the performance of the common stock of Target will result in the return of any of your initial investment. We make no representation as to the amount of dividends, if any, that Target will pay in the future. In any event, as an investor in the notes, you will not be entitled to receive dividends, if any, that may be payable on the common stock of Target. JPMorgan Structured Investments Reverse Exchangeable Notes Each Linked to the Common Stock of a Different Single Reference Stock Issuer PS-6 Tesoro Corporation (Tesoro) According to its publicly available filings with the SEC, Tesoro is one of the largest independent petroleum refiners and marketers in the United States. T he common stock of Tesoro, par value $0.16 2/3 per share, is listed on the New York Stock Exchange, which we refer to as the Relevant Exchange for purposes of Tesoro in the accompanying product supplement no. Tesoros SEC file number is 001-03473. Historical Information of the Common Stock of Tesoro The following graph sets forth the historical performance of the common stock of Tesoro based on the weekly closing price (in U.S.
Dollars) of the common stock of Tesoro from January 3, 2003 through June 20, 2008. The closing price of the common stock of Tesoro on June 25, 2008 was $21.34. We obtained the closing prices and other information below from Bloomberg Financial Markets, without independent verification.
The closing prices and this other information may be adjusted by Bloomberg Financial Markets for corporate actions such as public offerings, mergers and acquisitions, spin-offs, delistings and bankruptcy. We make no representation or warranty as to the accuracy or completeness of the information obtained from Bloomberg Financial Markets. Since its inception, the price of the common stock of Tesoro has experienced significant fluctuations. The historical performance of the common stock of Tesoro should not be taken as an indication of future performance, and no assurance can be given as to the closing prices of the common stock of Tesoro during the term of the notes. We cannot give you assurance that the performance of the common stock of Tesoro will result in the return of any of your initial investment.
We make no representation as to the amount of dividends, if any, that Tesoro will pay in the future. In any event, as an investor in the notes, you will not be entitled to receive dividends, if any, that may be payable on the common stock of Tesoro. JPMorgan Structured Investments Reverse Exchangeable Notes Each Linked to the Common Stock of a Different Single Reference Stock Issuer PS-8 GRAPHIC 2 image001.gif GRAPHIC begin 644 image001.gif M1TE&.#EA.0)U`7GIVO;.R MLM#0T,?' QG9V'AX?#P.GIZ?P$'`P$'`P$'`P$'`P$'`P$'`P$'`P$' M`P$'`P$'`P$'`P$'`P$'`P$'`P$'`P78'.9&F:.JN.N^.O M?P!D2'P:C BD 8F9I5E)N MGZ'AHGV=HZ:GJ.FJ5.6KKJ^PL9JMLK6VMAZM+F O;Z7+O`P 3%QA#'QU&` M=,E.SD6=)051'@(!`XW6V$,H9P?7!`=UT,IC`9:S.C($YS`L! MU$7CQ' U$2B7E.89R'(``# 5/$0TDH!(%(W0&O $A`F M'1W^(0,@?N^Y4^'!J=$QX!`-`EA$A`X&'%X1'4I7XA`$4.7AB$`.%0R!3G MHG007-@,@NS,6'%$SW&8Q(4DK$.1J2G) M))4B&C:'DUA.A:6`4(Y!#Z`M?BDE$&B.24$5AHYI9OV.13G0FD2PM-T-^VW&W/[email protected]?D(F( 2.5^YTUC4 M`'DG%ON^=&)1T/Y^:?EPYTZ)0CTSGIK=$NJKQ^YD$+37;OOMN.N^^Z M^Z'E?`KCKGI,/L^O%TLAZ Z,2G#B3RT'NMO!6.:QY1-@/4WC1V7??R;+ MR^^+!3/YL93/'?KL4ST.W'?XKZK,AO/ WORY'?R/O3.V`;%(C`[email protected]@7PH`0/0;Z3/'@ZC@1##(00)2L(-8QPL-+@, M$!.A';8G@A%^#P3YBTI(X1@'9O7N1:ZL&XP?$7A2%H/SNBEC,HA:WR,4NE$(U)-A89'1O?