X0202 4 2008-01-22 0000019617 J P MORGAN CHASE & CO JPM 0001195345 DIMON JAMES JPMORGAN CHASE & CO. 270 PARK AVENUE NEW YORK NY 10017-2070 1 1 Chairman & CEO Stock Appreciation Rights 39.83 2008-01-22 4 A 0 2000000 0 A 2018-01-22 Common Stock 2000000 2000000 D These options, which have a ten-year term, will become exercisable no earlier than January 22, 2013, or five years after the effective date of January 22, 2008 (the Effective Date). Moreover, the number of options that will become exercisable (ranging anywhere from none to the full 2,000,000 options granted) and their exercisability date or dates will be determined by the Board based on an assessment of the performance of Mr. Dimon and the Company. That assessment will be made by the Board in the year prior to the fifth anniversary of the Effective Date, relying on such factors that in its sole discretion the Board deems appropriate. Any remaining options not deemed exercisable will be canceled. If Mr. Dimon's employment terminates for any reason, all outstanding, unexercisable options will be canceled. /s/ Anthony Horan under POA 2008-01-22