JPMorgan Chase & Co.
J P MORGAN CHASE & CO (Form: FWP, Received: 04/22/2008 06:00:59)

Amended and restated term sheet
To prospectus dated December 1, 2005,
prospectus supplement dated October 12, 2006 and
product supplement no. 130-I dated April 18, 2008

  Amended and restated Term Sheet to
Product Supplement No. 130-I
Registration Statement No. 333-130051
Dated April 21, 2008; Rule 433

     

Structured 
Investments 

     

JPMorgan Chase & Co.
$
Semi Annual Review Notes Linked to an Equally Weighted Basket Consisting of the Common Stocks of Citigroup Inc., Bank of America Corporation and Wells Fargo & Company due April 29, 2010

General

Key Terms

Basket:

The notes are linked to an equally weighted basket consisting of the common stock of Citigroup Inc. (NYSE: C) (“Citigroup”), Bank of America Corporation (NYSE: BAC) (“BOA”) and Wells Fargo & Company (NYSE: WFC) (“Wells”) (each a “Reference Stock” and together the “Reference Stocks”).

Reference Stock Weightings:

The Citigroup Weighting, the BOA Weighting and the Wells Weighting (each a “Reference Stock Weighting,” and collectively, the “Reference Stock Weightings”) are each set to equal 1/3 of the value of the Basket, or approximately 33.3333%.

Automatic Call:

If the Basket Closing Level on any Review Date is greater than or equal to the Call Level, the notes will be automatically called for a cash payment per note that will vary depending on the applicable Review Date and call premium.

Call Level:

100% of the Starting Basket Level.

Payment if Called:

For every $1,000 principal amount note, you will receive one payment of $1,000 plus a call premium calculated as follows:
• at least 20.80%* x $1,000 if called on the first Review Date
at least 31.20%* x $1,000 if called on the second Review Date
at least 41.60%* x $1,000 if called on the final Review Date
*The actual percentage applicable to the first, second and final Review Dates will be determined on the pricing date but will not be less than 20.80%, 31.20% and 41.60%, respectively.

Payment at Maturity:

If the notes are not called and a mandatory redemption is not triggered, your principal is protected at maturity against up to a 10% decline of the Basket. If the Ending Basket Level has declined by up to 10% from the Starting Basket Level, you will receive the principal amount of your notes at maturity. If the Ending Basket Level declines by more than 10%, you will lose 1.1111% of the principal amount of your notes for every 1% that the Basket declines beyond 10% and your payment per $1,000 principal amount note will be calculated as follows:

$1,000 + [$1,000 x (Basket Return + 10%) x 1.1111]

Assuming the notes are not called, you will lose some or all of your investment at maturity if the Basket Return reflects a decline of more than 10%.

Downside Leverage Factor:

1.1111

Buffer Amount:

10%

Basket Return:

The performance of the Basket from the Starting Basket Level to the Ending Basket Level calculated as follows:

 

Ending Basket Level – Starting Basket Level
Starting Basket Level

Starting Basket Level:

Set equal to 100 on the pricing date.

Ending Basket Level:

The Basket Closing Level on the final Review Date.

Basket Closing Level:

For each of the Review Dates, the Basket Closing Level will be calculated as follows:

 

100 x [1 + ((Citigroup Return * Citigroup Weighting) + (BOA Return * BOA Weighting) + (Wells Return * Wells Weighting)]

 

Each of the Reference Stock returns set forth in the formula above reflects the performance of the relevant Reference Stock, expressed as a percentage, from the relevant Initial Share Price to the relevant Final Share Price on such trading day.

Initial Share Price:

For any Reference Stock, the closing price on the pricing date, divided by the Stock Adjustment Factor. 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. 130-I for further information about these adjustments.

Final Share Price:

For any Reference Stock, its closing price on the relevant Review Date.

Review Dates:

April 27, 2009 (first Review Date), October 26, 2009 (second Review Date) and April 26, 2010 (final Review Date).

Stock Adjustment Factor:

For each Reference Stock, 1.0 on the pricing date and subject to adjustment under certain circumstances. See “Description of Notes — Payment at Maturity” and “General Terms of Notes — Anti-Dilution Adjustments” in the accompanying product supplement no. 130-I for further information about these adjustments.

Maturity Date †† :

April 29, 2010

CUSIP:

 

 

This amended and restated term sheet amends and restates and supersedes the term sheet dated April 18, 2008 to product supplement no. 130-I (the term sheet dated April 18, 2008 is available on the SEC website at http://www.sec.gov/Archives/edgar/data/19617/000089109208002139/e31269_fwp.pdf )

     
 

††

Subject to postponement in the event of a market disruption event and as described under “Description of Notes – Payment at Maturity” or “Description of Notes – Automatic Call,” as applicable, in the accompanying product supplement no. 130-I.

Investing in the Semi Annual Review Notes involves a number of risks. See “Risk Factors” beginning on page PS-6 of the accompanying product supplement no. 130-I and “Selected Risk Considerations” beginning on page TS-3 of this amended and restated term sheet.

JPMorgan Chase & Co. has filed a registration statement (including a prospectus) with the Securities and Exchange Commission, or SEC, for the offering to which this amended and restated term sheet relates. Before you invest, you should read the prospectus in that registration statement and the other documents relating to this offering that JPMorgan Chase & Co. has filed with the SEC for more complete information about JPMorgan Chase & Co. and this offering. You may get these documents without cost by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, JPMorgan Chase & Co., any agent or any dealer participating in this offering will arrange to send you the prospectus, each prospectus supplement, product supplement no. 130-I and this amended and restated term sheet if you so request by calling toll-free 866-535-9248.

You may revoke your offer to purchase the notes at any time prior to the time at which we accept such offer by notifying the applicable agent. We reserve the right to change the terms of, or reject any offer to purchase the notes prior to their issuance. In the event of any changes to the terms of the notes, we will notify you and you will be asked to accept such changes in connection with your purchase. You may also choose to reject such changes in which case we may reject your offer to purchase.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or passed upon the accuracy or the adequacy of this amended and restated term sheet or the accompanying prospectus supplements and prospectus. Any representation to the contrary is a criminal offense.


 

Price to Public

Fees and Commissions (1)

Proceeds to Us


Per note

$

$

$


Total

$

$

$


(1) Please see “Supplemental Underwriting Information” in this amended and restated term sheet for information about fees and commissions.

The notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.

JPMorgan

April 21, 2008


ADDITIONAL TERMS SPECIFIC TO THE NOTES

You should read this amended and restated term sheet 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. 130-I dated April 18, 2008. This amended and restated term sheet, together with the documents listed below, contains the terms of the notes 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. This amended and restated term sheet amends and restates and supersedes the term sheet dated April 18, 2008 to product supplement no. 130-I in its entirety. You should rely only on the information contained in this amended and restated term sheet and in the documents listed below in making your decision to invest in the notes. You should carefully consider, among other things, the matters set forth in “Risk Factors” in the accompanying product supplement no. 130-I, 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 Web site at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC Web site):

Our Central Index Key, or CIK, on the SEC Web site is 19617. As used in this amended and restated term sheet, the “Company,” “we,” “us,” or “our” refers to JPMorgan Chase & Co.

Hypothetical Examples of Amounts Payable Upon Automatic Call or At Maturity

The following table illustrates the hypothetical simple total return ( i.e. , not compounded) on the notes that could be realized on the applicable Review Date for a range of movements in the Basket as shown under the column “Basket Level Appreciation/Depreciation at Review Date.” The following table assumes a Call Level equal to a hypothetical Starting Basket Level of 100. The table assumes that the percentages used to calculate the call price applicable to the first, second and final Review Dates are 20.80%, 31.20% and 41.60%, respectively, regardless of the appreciation of the Basket, which may be significant; the actual percentages will be determined on the pricing date. The following table assumes a Downside Leverage Factor of 1.1111. There will be only one payment on the notes whether called or at maturity. An entry of “N/A” indicates that the notes would not be called on the applicable Review Date and no payment would be made for such date. The hypothetical returns set forth below are for illustrative purposes only and may not be the actual total returns applicable to a purchaser of the notes.


  Baket Level Total Total Total

 

Appreciation/

Return at

Return at

Return

Basket

Depreciation at

First

Second

at Final

Closing Level

Review Date

Review Date

Review Date

Review Date


180.00

80%

20.80%

31.20%

41.60%

170.00

70%

20.80%

31.20%

41.60%

160.00

60%

20.80%

31.20%

41.60%

150.00

50%

20.80%

31.20%

41.60%

140.00

40%

20.80%

31.20%

41.60%

130.00

30%

20.80%

31.20%

41.60%

120.00

20%

20.80%

31.20%

41.60%

110.00

10%

20.80%

31.20%

41.60%

100.00

0%

20.80%

31.20%

41.60%

99.90

-0.1%

N/A

N/A

0.00%

90.00

-10%

N/A

N/A

0.00%

85.00

-15%

N/A

N/A

-5.56%

80.00

-20%

N/A

N/A

-11.11%

70.00

-30%

N/A

N/A

-22.22%

60.00

-40%

N/A

N/A

-33.33%

50.00

-50%

N/A

N/A

-44.44%

40.00

-60%

N/A

N/A

-55.56%

30.00

-70%

N/A

N/A

-66.67%

20.00

-80%

N/A

N/A

-77.78%

10.00

-90%

N/A

N/A

-88.89%

0.00

-100%

N/A

N/A

-100.00%

0.00

-100%

N/A

N/A

-100.00%


The following examples illustrate how the total returns set forth in the table above are calculated.


JPMorgan Structured Investments —
Semi Annual Review Notes Linked to an Equally Weighted Basket Consisting of the Common Stocks of Reference Stock Issuers
 TS-1

Example 1: The level of the Basket increases from the Starting Basket Level of 100 to a Basket Closing Level of 110 on the first Review Date. Because the Basket Closing Level on the first Review Date of 110 is greater than the Call Level of 100, the notes are automatically called, and the investor receives a single payment of $1,208 per $1,000 principal amount note.

Example 2: The level of the Basket decreases from the Starting Basket Level of 100 to a Basket Closing Level of 99.90 on the first Review Date, 95 on the second Review Date and 90 on the final Review Date. Because (a) the Basket Closing Level on each of the Review Dates (99.90, 95, and 90) is less than the Call Level of 100, and (b) the Ending Basket Level has not declined by more than 10% from the Starting Basket Level, the notes are not called and the payment at maturity is the principal amount of $1,000 per $1,000 principal amount note.

Example 3: The level of the Basket decreases from the Starting Basket Level of 100 to a Basket Closing Level of 99.90 on the first Review Date, 90 on the second Review Date and 80 on the final Review Date. Because (a) the Basket Closing Level on each of the Review Dates (99.90, 90 and 80) is less than the Call Level of 100, and (b) the Ending Basket Level is more than 10% below the Starting Basket Level, the notes are not called and the investor receives a payment that is less than the principal amount for each $1,000 principal amount note, calculated as follows:

$1,000 + [$1,000 x (-20% + 10%) x 1.1111] = $888.89

Selected Purchase Considerations


JPMorgan Structured Investments —
Semi Annual Review Notes Linked to an Equally Weighted Basket Consisting of the Common Stocks of Reference Stock Issuers
 TS-2

Selected Risk Considerations

An investment in the notes involves significant risks. Investing in the notes is not equivalent to investing directly in the Basket or any one or more of the Reference Stocks. These risks are explained in more detail in the “Risk Factors” section of the accompanying product supplement no. 130-I dated April 18, 2008.


JPMorgan Structured Investments —
Semi Annual Review Notes Linked to an Equally Weighted Basket Consisting of the Common Stocks of Reference Stock Issuers
 TS-3

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-14 of the accompanying product supplement no. 130-I for more information.

Citigroup Inc. (“Citigroup”)

According to its publicly available filings with the SEC, Citigroup is a diversified global financial services holding company whose businesses provide a broad range of financial services to consumer and corporate customers. The common stock of Citigroup, 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 Citigroup in the accompanying product supplement no. 130-I. Citigroup’s SEC file number is 001-09924.

Bank of America Corporation (“BOA”)

According to its publicly available filings with the SEC, BOA provides a diversified range of banking and non-banking financial services and products domestically and internationally. T he common stock of BOA, 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 BOA in the accompanying product supplement no. 130-I. BOA’s SEC file number is 001-06523 .

Wells Fargo & Company (“Wells”)

According to its publicly available filings with the SEC, Wells is a diversified financial services company. Through its subsidiaries, Wells provides banking, insurance, investment, mortgage and consumer finance services through stores, the internet and other distribution channels throughout North America and elsewhere internationally. The common stock of Wells, par value $1 !T per share, is listed on the New York Stock Exchange, which we refer to as the Relevant Exchange for purposes of Wells in the accompanying product supplement no. 130-I. Wells’ SEC file number is 001-02979.

Historical Information for the Reference Stocks and the Basket

The following graphs show the weekly performance of each Reference Stock as well as the Basket as a whole from January 4, 2002 through April 18, 2008. The graph of the historical Basket performance assumes the Basket level on January 4, 2002 was 100 and the Stock Reference Weightings specified on the cover of this amended and restated term sheet on that date. The closing price of the common stock of Citigroup Inc. on April 18, 2008 was $25.11. The closing price of the common stock of Bank of America Corporation on April 18, 2008 was $38.56. The closing price of the common stock of Wells Fargo & Company on April 18, 2008 was $30.40. We obtained the various Reference Stock closing prices below from Bloomberg Financial Markets. 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 information obtained from Bloomberg Financial Markets.

Since its inception, the price of each of the Reference Stocks has experienced significant fluctuations. The historical price of each Reference Stock and the historical level of the Basket should not be taken as an indication of future performance, and no assurance can be given as to the closing price of any Reference Stock or closing level of the Basket on any Review Date. We cannot give you assurance that the performance of the Reference Stocks will result in the return of any of your initial investment. We make no representation as to the amount of dividends, if any, that any of the Reference Stock Issuers 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 Reference Stocks.


JPMorgan Structured Investments —
Semi Annual Review Notes Linked to an Equally Weighted Basket Consisting of the Common Stocks of Reference Stock Issuers
 TS-4

Supplemental Underwriting Information

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 $22.50 per $1,000 principal amount note. See “Underwriting” beginning on page PS-31 of the accompanying product supplement no. 130-I.


JPMorgan Structured Investments —
Semi Annual Review Notes Linked to an Equally Weighted Basket Consisting of the Common Stocks of Reference Stock Issuers
 TS-5