X0202 4 2008-01-22 0000019617 J P MORGAN CHASE & CO JPM 0001388539 Cutler Stephen M JPMORGAN CHASE & CO. 270 PARK AVENUE NEW YORK NY 10017-2070 1 General Counsel Common Stock 2008-01-22 4 A 0 69044 39.83 A 69044 D Stock Appreciation Rights 39.83 2008-01-22 4 A 0 300000 0 A 2018-01-22 Common Stock 300000 300000 D Award of restricted stock units vests 50% on January 25, 2010 and 50% on January 25, 2011. SARs vest and become exercisable in five equal annual installments beginning January 22, 2009. Shares resulting from exercise must be held at least until 5 years after the grant. /s/ Anthony Horan under POA 2008-01-22