Product supplement no. 2-I                 Registration Statement No. 333-130051
To prospectus dated December 1, 2005 and                  Dated December 1, 2005
prospectus supplement dated December 1, 2005                      Rule 424(b)(3)

JPMorgan Chase [LOGO]

JPMorgan Chase & Co.
Principal Protected Notes Linked to the Nikkei 225 Index

General
- -------
o     JPMorgan Chase & Co. may offer and sell principal protected notes linked
      to the Nikkei 225 Index from time to time. This product supplement no. 2-I
      describes terms that will apply generally to the principal protected
      notes, and supplements the terms described in the accompanying prospectus
      supplement and prospectus. A separate term sheet or pricing supplement, as
      the case may be, will describe terms that apply specifically to the notes,
      including any changes to the terms specified below. We refer to such term
      sheets and pricing supplements generally as terms supplements. If the
      terms described in the relevant terms supplement are inconsistent with
      those described herein or in the accompanying prospectus supplement or
      prospectus, the terms described in the relevant terms supplement shall
      control.

o     The notes are the senior unsecured obligations of JPMorgan Chase & Co.

o     Payment is linked to the Nikkei 225 Index as described below.

o     Full principal protection if the notes are held to maturity.

o     Cash payment at maturity of principal plus the Additional Amount.

o     The Additional Amount will depend on the Index Return and the specific
      terms of the notes as set forth in the relevant terms supplement. Unless
      otherwise specified, the Additional Amount per $1,000 principal amount
      note will equal (A) $1,000 x the Index Return x the Participation Rate,
      but will not be less than zero (or the Minimum Return, if applicable) or
      greater than the Maximum Return, if applicable, or (B) an amount
      calculated according to the formula in clause A, unless the Index closing
      level exceeds a specified level (which we refer to as the Knock-Out Level)
      on one of the trading days specified in the relevant terms supplement, in
      which case the Additional Amount will equal $1,000 x the Knock-Out Rate,
      or (C) if the Ending Index Level is greater than or equal to the Initial
      Index Level, a fixed amount specified in the relevant terms supplement
      (which amount we refer to as the Fixed Payment) and otherwise zero (or the
      Minimum Return, if applicable).

o     In addition to a cash payment at maturity of principal plus the Additional
      Amount, if any, the notes may pay interest prior to maturity, as specified
      in the relevant terms supplement.

o     For important information about tax consequences, see "Certain U.S.
      Federal Income Tax Consequences" beginning on page PS-18.

o     Minimum denominations of $1,000 and integral multiples in excess thereof,
      unless otherwise specified in the relevant terms supplement.

o     Investing in the notes is not equivalent to investing in the Index or any
      of its underlying stocks.

o     The notes will not be listed on any securities exchange unless otherwise
      specified in the relevant terms supplement.

Key Terms
- ---------

Index:                  The Nikkei 225 Index (the "Index")

Payment at Maturity:    At maturity, you will receive a cash payment for each
                        $1,000 principal amount note of $1,000 plus the
                        Additional Amount, which may be zero (or equal to the
                        Minimum Return, if applicable).

Additional Amount       For notes with neither a Knock-Out Level nor Fixed
(Notes with neither     Payment, the Additional Amount per $1,000 principal
a Knock-Out Level nor   amount note paid at maturity will equal $1,000 x the
a Fixed Payment):       Index Return x the Participation Rate; provided that the
                        Additional Amount will not be less than zero (or the
                        Minimum Return, if applicable) or greater than the
                        Maximum Return, if applicable.

Additional Amount       For notes with a Knock-Out Level, the Additional Amount
(Notes with a           per $1,000 principal amount note paid at maturity will
Knock-Out Level):       equal:

                        (1)   If the Index closing level is less than the
                              Knock-Out Level on each of the trading days
                              specified in the relevant terms supplement, $1,000
                              x the Index Return x the Participation Rate;
                              provided that the Additional Amount will not be
                              less than zero (or the Minimum Return, if
                              applicable) or greater than the Maximum Return, if
                              applicable.

                        (2)   If the Index closing level is greater than or
                              equal to the Knock-Out Level on any of the trading
                              days specified in the relevant terms supplement,
                              which we refer to as a Knock-Out Event, $1,000 x
                              the Knock-Out Rate.

Additional Amount       For notes with a Fixed Payment, the Additional Amount
(Notes with a           per $1,000 principal amount note paid at maturity will
Fixed Payment):         equal:

                        (1)   If the Ending Index Level is greater than or equal
                              to the Initial Index Level, an amount specified in
                              the relevant terms supplement.

                        (2)   If the Ending Index Level is less than the Initial
                              Index Level, zero (or the Minimum Return, if
                              applicable).

Minimum Return:         If applicable, then the Additional Amount will equal at
                        least the amount specified as the Minimum Return in the
                        relevant terms supplement.

Maximum Return          If applicable, then the Additional Amount will equal no
                        more than the amount specified as the Maximum Return in
                        the relevant terms supplement.

Other Terms:            If applicable, the Participation Rate, Knock-Out Level,
                        Knock-Out Rate, Knock-Out Event, Fixed Payment, Interest
                        Rate, Interest Period, Interest Determination Dates
                        and/or Interest Payment Date(s) will be set forth in the
                        relevant terms supplement.

Index Return:           Unless otherwise specified in the relevant terms
                        supplement:

                               Ending Index Level - Initial Index Level
                               ----------------------------------------
                                          Initial Index Level

Initial Index Level:    The Index closing level on the pricing date, or such
                        other date or dates as specified in the applicable terms
                        supplement.

Ending Index Level:     The Index closing level on the Observation Date or the
                        arithmetic average of the Index closing levels on each
                        of the Averaging Dates, or such other date or dates as
                        specified in the relevant terms supplement.

Index Valuation Dates:  The Index closing level will be calculated on a single
                        date, which we refer to as an Observation Date, or on
                        several dates, each of which we refer to as an Averaging
                        Date, as specified in the relevant terms supplement. We
                        refer to such dates generally as Index Valuation Dates
                        in this product supplement. For notes with a Knock-Out
                        Level, the relevant terms supplement may specify any
                        trading day during the term of the notes as an Index
                        Valuation Date. Any Index Valuation Date is subject to
                        postponement in the event of a market disruption event
                        and as described under "General Terms of the Notes --
                        Payment at Maturity."

Maturity Date:          As specified in the relevant terms supplement. The
                        maturity date of the notes is subject to postponement in
                        the event of a market disruption event and as described
                        under "General Terms of the Notes -- Payment at
                        Maturity."

Investing in the Principal Protected Notes involves a number of risks. See "Risk
Factors" beginning on page PS-5.

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 product supplement no. 2-I, the accompanying prospectus
supplement and prospectus, or any related terms supplement. Any representation
to the contrary is a criminal offense.

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

December 1, 2005



We are offering to sell, and are seeking offers to buy, the notes only in
jurisdictions where offers and sales are permitted. Neither this product
supplement no. 2-I nor the accompanying prospectus supplement, prospectus or
terms supplement constitutes an offer to sell, or a solicitation of an offer to
buy, any notes by any person in any jurisdiction in which it is unlawful for
such person to make such an offer or solicitation. Neither the delivery of this
product supplement no. 2-I nor the accompanying prospectus supplement,
prospectus or terms supplement nor any sale made hereunder implies that there
has been no change in our affairs or that the information in this product
supplement no. 2-I and accompanying prospectus supplement, prospectus and terms
supplement is correct as of any date after the date hereof.

You must (i) comply with all applicable laws and regulations in force in any
jurisdiction in connection with the possession or distribution of this product
supplement no. 2-I and the accompanying prospectus supplement, prospectus and
terms supplement and the purchase, offer or sale of the notes and (ii) obtain
any consent, approval or permission required to be obtained by you for the
purchase, offer or sale by you of the notes under the laws and regulations
applicable to you in force in any jurisdiction to which you are subject or in
which you make such purchases, offers or sales; neither we nor the agent shall
have any responsibility therefor.

The notes are not and will not be authorized by the Comision Nacional de Valores
for public offer in Argentina and may thus not be offered or sold to the public
at large or to sectors or specific groups thereof by any means, including but
not limited to personal offerings, written materials, advertisements or the
media, in circumstances which constitute a public offering of securities under
Argentine Law No. 17,811, as amended.

The notes have not been and will not be registered with the "Comissao de Valores
Mobiliarios" - the Brazilian Securities and Exchange Commission ("CVM") and
accordingly, the notes may not be sold, promised to be sold, offered, solicited,
advertised and/or marketed within the Federative Republic of Brazil in an
offering that can be construed as a public offering under CVM Instruction no.
400, dated December 29, 2003, as amended from time to time.

The notes have not been registered with the Superintendencia de Valores y
Seguros in Chile and may not be offered or sold publicly in Chile. No offer,
sales or deliveries of the notes, or distribution of this product supplement no.
2-I or the accompanying prospectus supplement, prospectus or terms supplement
may be made in or from Chile except in circumstances which will result in
compliance with any applicable Chilean laws and regulations.

The notes have not been, and will not be, registered with the National Registry
of Securities maintained by the Mexican National Banking and Securities
Commission nor with the Mexican Stock Exchange and may not be offered or sold
publicly in the United Mexican States. This product supplement no. 2-I and the
accompanying prospectus supplement, prospectus and terms supplement may not be
publicly distributed in the United Mexican States.



                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
Description of Notes ............................................           PS-1
Risk Factors ....................................................           PS-5
Use of Proceeds .................................................          PS-11
The Nikkei 225 Index ............................................          PS-12
General Terms of the Notes ......................................          PS-15
Certain U.S. Federal Income Tax Consequences ....................          PS-18
Underwriting ....................................................          PS-22
Benefit Plan Investor Considerations ............................          PS-24

      In  making  your  investment  decision,   you  should  rely  only  on  the
information  contained or  incorporated  by  reference  in the terms  supplement
relevant  to  your  investment,   this  product   supplement  no.  2-I  and  the
accompanying  prospectus  supplement  and  prospectus  with respect to the notes
offered by the relevant terms supplement and this product supplement no. 2-I and
with respect to JPMorgan Chase & Co. We have not  authorized  anyone to give you
any additional or different  information.  The information in the relevant terms
supplement,  this product  supplement  no. 2-I and the  accompanying  prospectus
supplement  and prospectus may only be accurate as of the dates of each of these
documents, respectively.

      The notes  described in the  relevant  terms  supplement  and this product
supplement no. 2-I are not appropriate for all investors,  and involve important
legal and tax consequences and investment risks,  which should be discussed with
your  professional  advisers.  You should be aware that the  regulations  of the
National  Association  of  Securities  Dealers,  Inc.  and the  laws of  certain
jurisdictions  (including  regulations and laws  that require  brokers to ensure
that investments are suitable for their customers) may limit the availability of
the notes. The relevant terms  supplement,  this product  supplement no. 2-I and
the accompanying prospectus supplement and prospectus do not constitute an offer
to sell or a solicitation of an offer to buy the notes in any  circumstances  in
which such offer or solicitation is unlawful.

      In  this  product  supplement  no.  2-I and  the  accompanying  prospectus
supplement and  prospectus,  "we," "us" and "our" refer to JPMorgan Chase & Co.,
unless the context requires otherwise.



                              DESCRIPTION OF NOTES

      The following description of the terms of the notes supplements the
description of the general terms of the debt securities set forth under the
headings "Description of Notes" in the accompanying prospectus supplement and
"Description of Debt Securities" in the accompanying prospectus. A separate
terms supplement will describe the terms that apply specifically to the notes,
including any changes to the terms specified below. Capitalized terms used but
not defined in this product supplement no. 2-I have the meanings assigned in the
accompanying prospectus supplement, prospectus and the relevant terms
supplement. The term "note" refers to each $1,000 principal amount of our
Principal Protected Notes Linked to the Nikkei 225 Index.

General

      The Principal Protected Notes are senior unsecured obligations of JPMorgan
Chase & Co. that are linked to the Nikkei 225 Index. The notes are a series of
securities referred to in the accompanying prospectus supplement, prospectus and
the relevant terms supplement. The notes will be issued by JPMorgan Chase & Co.
under an indenture dated May 25, 2001, as may be amended or supplemented from
time to time, between us and Deutsche Bank Trust Company Americas (formerly
Bankers Trust Company), as trustee.

      Unless otherwise specified in the relevant terms supplement, the notes
will not pay interest or a fixed amount at maturity. Instead, at maturity you
will receive a payment in cash, the amount of which will vary depending upon the
performance of the Index over the term of the notes, calculated in accordance
with the applicable formula as set out below. We will pay you at maturity at
least the principal amount of $1,000 for each $1,000 principal amount note and,
if specified in the relevant terms supplement, accrued and unpaid interest.

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

      The notes are our unsecured and unsubordinated obligations and will rank
pari passu with all of our other unsecured and unsubordinated obligations.

      The notes will be issued in denominations of $1,000 and integral multiples
thereof, unless otherwise specified in the relevant terms supplement. The
principal amount and issue price of each note is $1,000, unless otherwise
specified in the relevant terms supplement. The notes will be represented by one
or more permanent global notes registered in the name of DTC or its nominee, as
described under "Description of Notes -- Forms of Notes" in the prospectus
supplement and "Forms of Securities -- Global Securities" in the prospectus.

      The specific terms of the notes will be described in the relevant terms
supplement accompanying this product supplement no. 2-I. The terms described in
that document supplement those described here and in the accompanying prospectus
and prospectus supplement. If the terms described in the relevant terms
supplement are inconsistent with those described here or in the accompanying
prospectus or prospectus supplement, the terms described in the relevant terms
supplement shall control.

Payment at Maturity

      The maturity date for the notes will be set forth in the relevant terms
supplement and is subject to adjustment if the final Index Valuation Date is
postponed as described below. We will specify, if applicable, the Participation
Rate, Minimum Return, Maximum Return, Knock-Out Level, Knock-Out Rate and Fixed
Payment and the applicable terms of any such Minimum Return, Maximum Return,
Knock-Out Level or Fixed Payment in the relevant terms supplement.

      Your return on the notes will be linked to the performance during the life
of the notes of the Nikkei 225 Index.


                                      PS-1


      At maturity you will receive a cash payment for each $1,000 principal
amount note of $1,000 plus the Additional Amount as described below, which
amount may be zero unless a Minimum Return applies. You will not receive less
than $1,000 for each $1,000 principal amount note if you hold the notes to
maturity.

      For notes with neither a Knock-Out Level nor a Fixed Payment, the
"Additional Amount" per $1,000 principal amount note paid at maturity will equal
$1,000 x the Index Return x the Participation Rate, but will not be less than
zero (or the Minimum Return, if applicable) or greater than the Maximum Return,
if applicable.

      The "Participation Rate" will be a percentage, which may be more or less
than 100%, as specified in the relevant terms supplement.

      The "Minimum Return" will be a fixed dollar amount per $1,000 principal
amount note as specified in the relevant terms supplement.

      The "Maximum Return" will be a fixed dollar amount per $1,000 principal
amount note as specified in the relevant terms supplement.

      For notes with a Knock-Out Level, the "Additional Amount" per $1,000
principal amount note paid at maturity will equal:

(1)   if the Index closing level is less than the Knock-Out Level on each of the
      trading days specified in the relevant terms supplement, $1,000 x the
      Index Return x the Participation Rate; provided that the Additional Amount
      will not be less than zero (or the Minimum Return, if applicable) or
      greater than the Maximum Return, if applicable; or

(2)   if the Index closing level is greater than or equal to the Knock-Out Level
      on any of the trading days specified by the relevant terms supplement,
      which we refer to as a "Knock-Out Event," $1,000 x the Knock-Out Rate.

      The "Knock-Out Level" will be a percentage of the Initial Index Level or a
fixed level of the Index as specified in the relevant terms supplement.

      The "Knock-Out Rate" will be a percentage as specified in the relevant
terms supplement.

      A "Knock-Out Event" occurs when the Index closing level is greater than or
equal to the Knock-Out Level on any of the trading days specified in the
relevant terms supplement. For example, the terms supplement may specify a
single Index Valuation Date as the only trading day on which a Knock-Out Event
can occur, or the terms supplement may specify that a Knock-Out Event can occur
on any trading day during the term of the notes.

      For notes with a Fixed Payment, the "Additional Amount" per $1,000
principal amount note paid at maturity will equal:

(1)   if the Ending Index Level is greater than or equal to the Initial Index
      Level, the Fixed Payment; or

(2)   if the Ending Index Level is less than the Initial Index Level, zero (or
      the Minimum Return, if applicable).

      The "Fixed Payment" is a fixed dollar amount per $1,000 principal amount
note as specified in the relevant terms supplement.

      The "Index Return," as calculated by the calculation agent, is the
percentage change in the closing level of the Index calculated by comparing the
Index closing level on the Observation Date, or the arithmetic average of the
Index closing level on each of the Averaging Dates, or such other date or dates
as specified in the applicable terms supplement (the "Ending Index Level"), to
the Index closing level on the pricing date (the "Initial Index Level"). The
relevant terms supplement will specify the Initial Index


                                      PS-2


Level and the manner in which the Ending Index Level is determined. The Index
Return, unless otherwise specified in the applicable terms supplement, is
calculated as follows:

                            Ending Index Level - Initial Index Level
             Index Return = ----------------------------------------
                                      Initial Index Level

      The "Index closing level" on any trading day will equal the official
closing value of the Nikkei 225 Index or any successor index thereto (as
described under "The Nikkei 225 Index -- Discontinuation of the Nikkei 225
Index; Alteration of Method of Calculation") published following the regular
official weekday close of trading on that trading day. In certain circumstances,
the "Index closing level" will be based on the alternate calculation of the
Nikkei 225 Index described under "The Nikkei 225 Index -- Discontinuation of the
Nikkei 225 Index; Alteration of Method of Calculation" at the regular official
weekday close of the principal trading session of the Tokyo Stock Exchange or
the relevant exchange or market for the successor index.

      A "trading day" is a day, as determined by the calculation agent, on which
trading is generally conducted on the Tokyo Stock Exchange and the principal
options and futures exchanges relating to the securities composing the Nikkei
225 Index.

      The Index Valuation Date(s) will be specified in the applicable terms
supplement and any such date is subject to adjustment as described below. If an
Index Valuation Date is not a trading day or if there is a market disruption
event on such day, the applicable Index Valuation Date will be postponed to the
immediately succeeding trading day during which no market disruption event shall
have occurred; provided that the Index closing level for an Index Valuation Date
will not be determined on a date later than the tenth scheduled trading day
after the final Index Valuation Date, and if such day is not a trading day, or
if there is a market disruption event on such date, the calculation agent will
determine the Index closing level on such date in accordance with the formula
for and method of calculating such Index closing level last in effect prior to
commencement of the market disruption event (or prior to the non-trading day),
using the closing price (or, if trading in the relevant securities has been
materially suspended or materially limited, the calculation agent's good faith
estimate of the closing price that would have prevailed but for such suspension
or limitation or non-trading day) on such tenth scheduled trading day of each
security most recently constituting the Index.

      The maturity date will be specified in the applicable terms supplement.
If, due to a market disruption event or otherwise, the final Index Valuation
Date is postponed so that it falls less than three business days prior to the
scheduled maturity date, the maturity date will be the third business day
following that final Index Valuation Date, as postponed, unless otherwise
specified in the applicable terms supplement. We describe market disruption
events under "General Terms of the Notes--Market Disruption Events."

      We will irrevocably deposit with The Depository Trust Company ("DTC") no
later than the opening of business on the applicable date or dates funds
sufficient to make payments of the amount payable at maturity and on the
interest payment dates, if any, with respect to the notes on such date. We will
give DTC irrevocable instructions and authority to pay such amount to the
holders of the notes entitled thereto.

      A "business day" is, unless otherwise specified in the relevant terms
supplement, any day other than a day on which banking institutions in The City
of New York are authorized or required by law or regulation or executive order
to close or a day on which transactions in dollars are not conducted.

      Subject to the foregoing and to applicable law (including, without
limitation, United States federal laws), we or our affiliates may, at any time
and from time to time, purchase outstanding notes by tender, in open market or
by private agreement.

Interest Payments

      If the relevant terms supplement specifies that the notes will bear
interest, the notes will bear interest at the rate per annum as specified in
such terms supplement, as the case may be. Under these


                                      PS-3


circumstances, interest will accrue from the issuance date of the notes to but
excluding the maturity date. Interest will be paid in arrears on each date
specified in the relevant terms supplement (each such date an "interest payment
date") to and including the maturity date, to the holders of record at the close
of business on the date 15 calendar days prior to that interest payment date,
whether or not such fifteenth calendar day is a business day, unless otherwise
specified in the relevant terms supplement. Interest on the notes will be
calculated based on a 360-day year of twelve 30-day months, unless otherwise
specified in the relevant terms supplement. If any day on which a payment of
interest or principal is due is not a business day, the payment will be made
with the same force and effect on the next succeeding business day, but no
additional interest will accrue as a result of the delayed payment, and the next
interest payment period will commence as if the payment had not been delayed. If
the maturity date is adjusted as the result of a market disruption event, the
payment of interest due on the maturity date will be made on the maturity date
as adjusted, with the same force and effect as if the maturity date had not been
adjusted, and no additional interest will accrue or be payable.


                                      PS-4


                                  RISK FACTORS

      Your investment in the notes will involve certain risks. The notes may not
pay interest or guarantee any return on principal prior to maturity unless
otherwise specified in the relevant terms supplement. Investing in the notes is
not equivalent to investing directly in the Index. In addition, your investment
in the notes entails other risks not associated with an investment in
conventional debt securities. You should consider carefully the following
discussion of risks before you decide that an investment in the notes is
suitable for you.

The notes differ from conventional debt securities.

      The notes combine features of equity and debt. The terms of the notes
differ from those of conventional debt securities in that we may not pay
interest on the notes or, if we do pay interest, a significant portion of your
total payment at maturity may be based on the performance of the Index rather
than the interest rate we will pay you. Where the relevant terms supplement does
not provide for interest payments, if the Ending Index Level does not exceed, or
in certain cases, equal, the Initial Index Level, and if the Index closing level
is less than the Knock-Out Level, if any, on each of the trading days specified
in the relevant terms supplement, at maturity you will receive only $1,000 (plus
the Minimum Return, if any) for each $1,000 principal amount note. Therefore,
the return on your investment in the notes may be less than the amount that
would be paid on an ordinary debt security. The return at maturity of only the
principal amount of each note (plus the Minimum Return, if any) will not
compensate you for any loss in value due to inflation and other factors relating
to the value of money over time.

The notes may not pay more than the principal amount, and accrued and unpaid
interest, if applicable, at maturity.

      If the Ending Index Level is less than, or, in certain cases, equal to the
Initial Index Level, and the Index closing level is less than the Knock-Out
Level, if any, on all of the trading days specified in the relevant terms
supplement, you will receive only the applicable interest payments, if any, set
forth in the terms supplement and $1,000 (plus the Minimum Return, if any) for
each $1,000 principal amount note you hold at maturity. This will be true even
if the value of the Index was higher than the Initial Index Level at some time
during the life of the notes but later fell below the Initial Index Level.
Because the notes may accrue interest at an interest rate lower than that
payable for other debt securities issued by us with a comparable maturity, the
return on your investment in the notes may be less than the amount that would be
paid on a conventional debt security of comparable maturity. This return may not
fully compensate you for any loss in value due to inflation and other factors
relating to the value of money over time.

The appreciation potential of the notes will be limited by the Knock-Out Level,
if applicable.

      If the notes have a Knock-Out Level, the appreciation potential of the
notes is limited by the Knock-Out Level and the corresponding maximum Index
Return. For example, if the Knock-Out Level equals 125% of the Initial Index
Level, the appreciation potential of the notes is limited to 24.99%. Once the
Index closing level equals or exceeds the Knock-Out Level, the appreciation
potential of the notes is limited to the Knock-Out Rate, even if the Index
Return is greater than the Knock-Out Rate. For notes with a Knock-Out Level, if
the Index closing level is greater than or equal to the Knock-Out Level on any
trading day specified in the relevant terms supplement, the return on the notes
will equal the Knock-Out Rate multiplied by the principal amount of the notes
and will not be determined by reference to the Index Return. This return may not
compensate you for any loss in value due to inflation and other factors relating
to the value of money over time. Therefore your return may be less than the
return you would have otherwise received if you had invested directly in the
Index or the stocks underlying the Index. Under these circumstances, your return
will not reflect any potential increase in the Ending Index Level, as compared
to the Initial Index Level, of greater than the Knock-Out Rate.


                                      PS-5


The appreciation potential of the notes will be limited by the Fixed Payment, if
applicable.

      If the notes have a Fixed Payment, the appreciation potential of the notes
is limited to the appreciation represented by such Fixed Payment, even if the
appreciation in the Index would, but for the Fixed Payment, result in the
payment of a greater Additional Amount at maturity. If the Ending Index Level is
greater than or equal to the Initial Index Level, the return on the notes will
equal the Fixed Payment and will not be determined by reference to the Index
Return. This return will be limited regardless of the appreciation of the Index,
which may be significant. Therefore, under certain circumstances, your return
may be less than the return you would have otherwise received if you had
invested directly in the Index or the stocks underlying the Index.

The appreciation potential of the notes will be limited by the Maximum Return,
if applicable.

      If the notes have a Maximum Return, the appreciation potential of the
notes is limited to the fixed dollar amount per $1,000 principal amount note
specified in the applicable terms supplement as the Maximum Return. The
Additional Amount will equal no more than the Maximum Return. Accordingly, the
appreciation potential of the notes will be limited to the Maximum Return even
if the Additional Amount calculated with reference to the Index Return and
Participation Rate would be greater than the Maximum Return.

The Ending Index Level may be less than the Index level at other times during
the term of the notes.

      Because the Ending Index Level is calculated based on the Index closing
level on one or more Index Valuation dates near the end of the term of the
notes, the level of the Index at various other times during the term of the
notes could be higher than the Ending Index Level. This difference could be
particularly large if there is a significant increase in the level of the Index
after Index Valuation Dates or if there is a significant decrease in the level
of the Index during the latter portion of the term of the notes or if there is
significant volatility in the Index level during the term of the notes
(especially on dates near the Index Valuation date(s)). For example, if the
Index levels steadily increase during the initial term of the notes and then
steadily decrease back to the Initial Index Level, the Ending Index Level may be
significantly less than if it were calculated on a date earlier than the Index
Valuation date(s). Under these circumstances, you may receive a lower payment at
maturity than you would have received if you had invested in the Index or the
stocks underlying the Index.

If the Participation Rate is less than 100%, the Additional Amount will be
limited by the Participation Rate.

      If the Ending Index Level exceeds the Initial Index Level, the Additional
Amount you receive at maturity will equal only a percentage, as specified in the
relevant terms supplement, of the Index performance above the Initial Index
Level. Under these circumstances, the Additional Amount you receive at maturity
will not fully reflect the performance of the Index.

Your return on the notes will not reflect dividends on the common stocks of the
companies in the Index.

      Your return on the notes will not reflect the return you would realize if
you actually owned the common stocks of the companies included in the Index and
received the dividends paid on those stocks. This is because the calculation
agent will calculate the amount payable to you at maturity by reference to the
Ending Index Level. The Ending Index Level reflects the prices of the common
stocks in the Index without taking into consideration the value of dividends
paid on those stocks.

The notes are designed to be held to maturity.

      The notes are not designed to be short-term trading instruments. The price
at which you will be able to sell your notes prior to maturity may be at a
substantial discount from the principal amount of the notes,


                                      PS-6


even in cases where the Index has appreciated since the date of the issuance of
the notes. The potential returns described in any terms supplement assume that
your notes are held to maturity.

Secondary trading may be limited.

      Unless otherwise specified in the relevant terms supplement, the notes
will not be listed on an organized securities exchange. There may be little or
no secondary market for the notes. Even if there is a secondary market, it may
not provide enough liquidity to allow you to trade or sell the notes easily.

      J.P. Morgan Securities Inc. may act as a market maker for the notes, but
is not required to do so. Because we do not expect that other market makers will
participate significantly in the secondary market for the notes, the price at
which you may be able to trade your notes is likely to depend on the price, if
any, at which J.P. Morgan Securities Inc. is willing to buy the notes. If at any
time J.P. Morgan Securities Inc. does not act as a market maker, it is likely
that there would be little or no secondary market for the notes.

Prior to maturity, the value of the notes will be influenced by many
unpredictable factors.

      Many economic and market factors will influence the value of the notes. We
expect that, generally, the level of the Index and interest rates on any day
will affect the value of the notes more than any other single factor. However,
you should not expect the value of the notes in the secondary market to vary in
proportion to changes in the level of the Index. The value of the notes will be
affected by a number of other factors that may either offset or magnify each
other, including:

      o     the expected volatility in the Index;

      o     the time to maturity of the notes;

      o     the dividend rate on the common stocks underlying the Index;

      o     interest and yield rates in the market generally as well as in the
            markets of the securities comprising the Index;

      o     economic, financial, political, regulatory or judicial events that
            affect the stocks represented in the Index or stock markets
            generally and which may affect the Index Closing Level on any Index
            Valuation Date or the Ending Index Level;

      o     the exchange rate and the volatility of the exchange rate between
            the dollar and the yen; and

      o     our creditworthiness.

      You cannot predict the future performance of the Index based on its
historical performance. The Ending Index Level may be flat or negative as
compared to the Initial Index Level, in which event you will only receive the
principal amount of your notes at maturity unless the relevant terms supplement
provides for interest payments or includes a Knock-Out feature.

The Index Return for the notes will not be adjusted for changes in exchange
rates that might affect the Index.

      Although the stocks composing the Index are traded in currencies other
than U.S. dollars, and the notes, which are linked to the Index, are denominated
in U.S. dollars, the amount payable on the notes at maturity will not be
adjusted for changes in the exchange rate between the U.S. dollar and each of
the currencies in which the stocks composing the Index are denominated. Changes
in exchange rates, however, may reflect changes in various non-U.S. economies
that in turn may affect the Index Return for the notes. The amount we pay in
respect of the notes (including the Additional Amount, if any) on the maturity
date will be determined solely in accordance with the procedures described in
"Description of Notes -- Payment at Maturity" and "Description of Notes --
Interest," if applicable.


                                      PS-7


The inclusion in the original issue price of the agent's commission and the cost
of hedging our obligations under the notes through one or more of our affiliates
is likely to adversely affect the value of the notes prior to maturity.

      While the payment at maturity will be based on the full principal amount
of your notes as described in the applicable terms supplement, the original
issue price of the notes includes the agent's commission and the cost of hedging
our obligations under the notes through one or more of our affiliates. Such cost
includes our affiliates' expected cost of providing such hedge, as well as the
profit our affiliates expect to realize in consideration for assuming the risks
inherent in providing such hedge. As a result, assuming no change in market
conditions or any other relevant factors, the price, if any, at which J.P.
Morgan Securities Inc. will be willing to purchase notes from you in secondary
market transactions, if at all, will likely be lower than the original issue
price. In addition, any such prices may differ from values determined by pricing
models used by J.P. Morgan Securities Inc., as a result of such compensation or
other transaction costs.

Nihon Keizai Shimbun, Inc. may adjust the Nikkei 225 Index in a way that affects
its level, and NKS has no obligation to consider your interests.

      Nihon Keizai Shimbun, Inc. ("NKS") is responsible for calculating and
maintaining the Nikkei 225 Index. NKS can add, delete or substitute the stocks
underlying the Nikkei 225 Index or make other methodological changes that could
change the level of the Nikkei 225 Index. You should realize that the changing
of companies included in the Nikkei 225 Index may affect the Nikkei 225 Index as
a newly added company may perform significantly better or worse than the company
or companies it replaces. Additionally, NKS may alter, discontinue or suspend
calculation or dissemination of the Nikkei 225 Index. Any of these actions could
adversely affect the value of the notes. NKS has no obligation to consider your
interests in calculating or revising the Nikkei 225 Index.

We are not affiliated with any company included in the Index.

      We are not affiliated with any of the companies whose stocks are
represented in the Index. As a result, we will have no ability to control the
actions of such companies, including actions that could affect the value of the
stocks underlying the Index or your notes. None of the money you pay us will go
to NKS, or any of the companies included in the Index and none of those
companies will be involved in the offering of the Notes in any way. Neither they
nor we will have any obligation to consider your interests as a holder of the
notes in taking any corporate actions that might affect the value of your notes.

      As a holder of the notes, you will not have voting rights or rights to
receive dividends or other distributions or other rights that holders of the
securities composing the Nikkei 225 Index might have.

We or our affiliates may have adverse economic interests to the holders of the
notes.

      J.P. Morgan Securities Inc. and other affiliates of ours trade the stocks
underlying the Index and other financial instruments related to the Index and
its component stocks on a regular basis, for their accounts and for other
accounts under their management. J.P. Morgan Securities Inc. and these
affiliates may also issue or underwrite or assist unaffiliated entities in the
issuance or underwriting of other securities or financial instruments with
returns linked to the Index. To the extent that we or one of our affiliates
serves as issuer, agent or underwriter for such securities, our or their
interests with respect to such products may be adverse to those of the holders
of the notes. Any of these trading activities could potentially affect the level
of the Index and, accordingly, could affect the value of the notes and the
Additional Amount payable to you at maturity.

      We or our affiliates may currently or from time to time engage in business
with companies whose stock is included in the Index, including extending loans
to, or making equity investments in, or providing advisory services to them,
including merger and acquisition advisory services. In the course of this
business, we or our affiliates may acquire nonpublic information about the
companies, and we will not disclose any such information to you. In addition,
one or more of our affiliates may publish research reports or otherwise express
views about companies whose stock is included in the Index. Any


                                      PS-8


prospective purchaser of notes should undertake an independent investigation of
each company in the Index as in its judgment is appropriate to make an informed
decision with respect to an investment in the notes.

      Additionally, we or one of our affiliates may serve as issuer, agent or
underwriter for additional issuances of notes with returns linked or related to
changes in the level of the Index or the stocks which compose the Index. By
introducing competing products into the marketplace in this manner, we or one or
more of our affiliates could adversely affect the value of the notes.

      We may have hedged our obligations under the notes through certain
affiliates, who would expect to make a profit on such hedge. Because hedging our
obligations entails risk and may be influenced by market forces beyond our or
our affiliates' control, such hedging may result in a profit that is more or
less than expected, or it may result in a loss.

      J.P. Morgan Securities Inc., one of our affiliates, will act as the
calculation agent. The calculation agent will determine, among other things, the
Ending Index Level, the Index Return and the Additional Amount, if any, we will
pay you at maturity as well as whether the Index Closing Level is greater than
or equal to the Knock-Out Level, for notes with a "Knock-Out feature," on any
trading day during the term of the notes as specified in the applicable terms
supplement, whether the Ending Index Level is equal to or greater than the
Starting Index Level and the amount of interest payable, if any, on any Interest
Payment Date. The calculation agent will also be responsible for determining
whether a market disruption event has occurred, whether the Index has been
discontinued and whether there has been a material change in the method of
calculation of the Index and, if the notes bear interest, whether a day is an
interest payment date. In performing these duties, J.P. Morgan Securities Inc.
may have interests adverse to the interests of the holders of the notes, which
may affect your return on the notes, particularly where J.P. Morgan Securities
Inc., as the calculation agent, is entitled to exercise discretion.

Market disruptions may adversely affect your return.

      The calculation agent may, in its sole discretion, determine that the
markets have been affected in a manner that prevents it from properly valuing
the Index closing level or the Index Return on any Index valuation date and
calculating the Additional Amount, if any, that we are required to pay you.
These events may include disruptions or suspensions of trading in the markets as
a whole. If the calculation agent, in its sole discretion, determines that any
of these events prevents us or any of our affiliates from properly hedging our
obligations under the notes, it is possible that one or more of the Index
Valuation Dates and the maturity date will be postponed and your return will be
adversely affected. See "General Terms of the Notes--Market Disruption events."

The notes will be contingent payment debt instruments for United States federal
income tax purposes.

      The notes will generally be treated as "contingent payment debt
instruments" for U.S. federal income tax purposes. As a result, you will
generally be required to recognize interest income in each year at a comparable
yield, even though we may not make any payments with respect to the notes until
maturity. Interest included in income will increase your basis in the notes.
Generally, amounts received at maturity in excess of your basis will be treated
as additional interest income while any loss will be treated as an ordinary
loss, which will be deductible against other income (e.g., employment and
interest income). You are urged to review carefully the section called "Certain
U.S. Federal Income Tax Consequences," and consult your tax adviser regarding
your particular circumstances.

JPMorgan Chase & Co. employees holding the notes must comply with policies that
limit their ability to trade the notes and may affect the value of their notes.

      If you are an employee of JPMorgan Chase & Co. or one of its affiliates,
you may only acquire the notes for investment purposes and you must comply with
all of our internal policies and procedures. Because these policies and
procedures limit the dates and times that you may transact in the notes, you


                                      PS-9


may not be able to purchase any notes described in the relevant terms supplement
from us and your ability to trade or sell any such notes in the secondary market
may be limited.

An investment in the notes is subject to risks associated with non-U.S.
securities markets.

      The underlying stocks that constitute the Nikkei 225 Index have been
issued by non-U.S. companies. Investments in securities indexed to the value of
such non-U.S. equity securities involve risks associated with the securities
markets in those countries, including risks of volatility in those markets,
governmental intervention in those markets and cross shareholdings in companies
in certain countries. Also, there is generally less publicly available
information about companies in some of these jurisdictions than about U.S.
companies that are subject to the reporting requirements of the SEC, and
generally non-U.S. companies are subject to accounting, auditing and financial
reporting standards and requirements and securities trading rules different from
those applicable to U.S. reporting companies.

      The prices of securities in non-U.S. jurisdictions may be affected by
political, economic, financial and social factors in such markets, including
changes in a country's government, economic and fiscal policies, currency
exchange laws or other foreign laws or restrictions. Moreover, the economies in
such countries may differ favorably or unfavorably from economies in the United
States in such respects as growth of gross national product, rate of inflation,
capital reinvestment, resources and self sufficiency. Such countries may be
subjected to different and, in some cases, more adverse economic environments.


                                     PS-10


                                 USE OF PROCEEDS

      Unless otherwise specified in the relevant terms supplement the net
proceeds we receive from the sale of the notes will be used for general
corporate purposes and, in part, by us or by one or more of our affiliates in
connection with hedging our obligations under the notes. The original issue
price of the notes includes the agent's commissions (as shown on the cover page
of the relevant terms supplement) paid with respect to the notes which
commissions include the reimbursement of certain issuance costs and the cost of
hedging our obligations under the notes. The cost of hedging includes the
projected profit that our affiliates expect to realize in consideration for
assuming the risks inherent in hedging our obligations under the notes. Because
hedging our obligations entails risk and may be influenced by market forces
beyond our or our affiliates' control, such hedging may result in a profit that
is more or less than expected, or could result in a loss. See also "Use of
Proceeds" in the accompanying prospectus.

      On or prior to the date of the relevant terms supplement, we, through our
affiliates or others, may hedge some or all of our anticipated exposure in
connection with the notes by taking positions in the Index, the stocks
underlying the Index, or instruments whose value is derived from the Index or
its underlying stocks. While we cannot predict an outcome, such hedging activity
could potentially increase the level of the Index, and therefore effectively
establish a higher level that the Index must achieve for you to receive at
maturity of the notes more than the principal amount of your notes (other than
an interest payment or payment of the Minimum Return, if applicable). From time
to time, prior to maturity of the notes, we may pursue a dynamic hedging
strategy which may involve taking long or short positions in the Index, the
stocks underlying the Index, or instruments whose value is derived from the
Index or its underlying stocks. Although we have no reason to believe that any
of these activities will have a material impact on the level the Index or the
value of the notes, we cannot assure you that these activities will not have
such an effect.

      We have no obligation to engage in any manner of hedging activity and will
do so solely at our discretion and for our own account. No note holder shall
have any rights or interest in our hedging activity or any positions we may take
in connection with our hedging activity.


                                     PS-11


                              THE NIKKEI 225 INDEX

      We have derived all information regarding the Nikkei 225 Index contained
in this product supplement no. 2-I, including, without limitation, its make-up,
method of calculation and changes in its components, from publicly available
information. Such information reflects the policies of, and is subject to change
by Nihon Keizai Shimbun, Inc. ("NKS"). NKS has no obligation to continue to
publish, and may discontinue publication of, the Nikkei 225 Index.

      The Nikkei 225 Index is a stock index calculated, published and
disseminated by NKS that measures the composite price performance of selected
Japanese stocks. The Nikkei 225 Index currently is based on 225 underlying
stocks (the "Nikkei Underlying Stocks") trading on the Tokyo Stock Exchange
("TSE") representing a broad cross-section of Japanese industries. All 225
Nikkei Underlying Stocks are stocks listed in the First Section of the TSE.
Stocks listed in the First Section of the TSE are among the most actively traded
stocks on the TSE. NKS rules require that the 75 most liquid issues (one-third
of the component count of the Nikkei 225 Index) be included in the Nikkei 225
Index.

      The 225 companies included in the Nikkei 225 Index are divided into six
sector categories: Technology, Financials, Consumer Goods, Materials, Capital
Goods/Others and Transportation and Utilities. These six sector categories are
further divided into 36 industrial classifications as follows:

      o     Technology -- Pharmaceuticals, Electrical Machinery, Automobiles,
            Precision Machinery, Telecommunications;

      o     Financials -- Banks, Miscellaneous Finance, Securities, Insurance;

      o     Consumer Goods -- Marine Products, Food, Retail, Services;

      o     Materials -- Mining, Textiles, Paper and Pulp, Chemicals, Oil,
            Rubber, Ceramics, Steel, Nonferrous Metals, Trading House;

      o     Capital Goods/Others -- Construction, Machinery, Shipbuilding,
            Transportation Equipment, Miscellaneous Manufacturing, Real Estate;
            and

      o     Transportation and Utilities -- Railroads and Buses, Trucking,
            Shipping, Airlines, Warehousing, Electric Power, Gas.

      The Nikkei 225 Index is a modified, price-weighted index (i.e., an Nikkei
Underlying Stock's weight in the index is based on its price per share rather
than the total market capitalization of the issuer) which is calculated by (i)
multiplying the per share price of each Nikkei Underlying Stock by the
corresponding weighting factor for such Nikkei Underlying Stock (a "Weight
Factor"), (ii) calculating the sum of all these products and (iii) dividing such
sum by a divisor (the "Divisor"). The Divisor was initially set at 225 for the
date of May 16, 1949 using historical numbers from May 16, 1949, the date on
which the TSE was reopened. The Divisor was 23.154 as of October 1, 2003 and is
subject to periodic adjustments as set forth below. Each Weight Factor is
computed by dividing (Y)50 by the par value of the relevant Nikkei Underlying
Stock, so that the share price of each Nikkei Underlying Stock when multiplied
by its Weight Factor corresponds to a share price based on a uniform par value
of (Y)50. The stock prices used in the calculation of the Nikkei 225 Index are
those reported by a primary market for the Nikkei Underlying Stocks (currently
the TSE). The level of the Nikkei 225 Index is calculated once per minute during
TSE trading hours.

      In order to maintain continuity in the Nikkei 225 Index in the event of
certain changes due to non-market factors affecting the Nikkei Underlying
Stocks, such as the addition or deletion of stocks, substitution of stocks,
stock splits or distributions of assets to stockholders, the Divisor used in
calculating the Nikkei 225 Index is adjusted in a manner designed to prevent any
instantaneous change or discontinuity in the level of the Nikkei 225 Index.
Thereafter, the Divisor remains at the new value until a further adjustment is
necessary as the result of another change. As a result of such change affecting
any Nikkei Underlying Stock, the Divisor is adjusted in such a way that the sum
of all share prices immediately after such change multiplied by the applicable
Weight Factor and divided by the new Divisor (i.e., the level of the Nikkei 225
Index immediately after such change) will equal the level of the Nikkei 225
Index immediately prior to the change.


                                     PS-12


      A Nikkei Underlying Stock may be deleted or added by NKS. Any stock
becoming ineligible for listing in the First Section of the TSE due to any of
the following reasons will be deleted from the Nikkei Underlying Stocks: (i)
bankruptcy of the issuer, (ii) merger of the issuer with, or acquisition of the
issuer by, another company, (iii) delisting of such stock, (iv) transfer of such
stock to the "Seiri-Post" because of excess debt of the issuer or because of any
other reason or (v) transfer of such stock to the Second Section. In addition, a
component stock transferred to the "Kanri-Post" (Posts for stocks under
supervision) is in principle a candidate for deletion. Nikkei Underlying Stocks
with relatively low liquidity, based on trading value and rate of price
fluctuation over the past five years, may be deleted by NKS. Upon deletion of a
stock from the Nikkei Underlying Stocks, NKS will select a replacement for such
deleted Nikkei Underlying Stock in accordance with certain criteria. In an
exceptional case, a newly listed stock in the First Section of the TSE that is
recognized by NKS to be representative of a market may be added to the Nikkei
Underlying Stocks. In such a case, an existing Underlying Stock with low trading
volume and deemed not to be representative of a market will be deleted by NKS.

      A list of the issuers of the Nikkei Underlying Stocks constituting the
Nikkei 225 Index is available from the Nikkei Economic Electronic Databank
System and from the Stock Market Indices Data Book published by NKS. NKS may
delete, add or substitute any stock underlying the Nikkei 225 Index. NKS first
calculated and published the Nikkei 225 Index in 1970.

License Agreement with NKS

      We have entered into an agreement with NKS providing us and certain of our
affiliates or subsidiaries identified in that agreement with a non-exclusive
license and, for a fee, with the right to use the Nikkei 225 Index, which is
owned and published by NKS, in connection with certain securities, including the
notes.

      Our license agreement with NKS provides that NKS will assume no obligation
or responsibility for use of the Nikkei 225 Index by us or our affiliates and
that all use and implementation relating to the license agreement shall be
conducted exclusively at the risk of JPMorgan Chase.

Discontinuation of the Nikkei 225 Index; Alteration of Method of Calculation

      If NKS discontinues publication of the Nikkei 225 Index and NKS or another
entity publishes a successor or substitute index that the calculation agent
determines, in its sole discretion, to be comparable to the discontinued Nikkei
225 Index (such index being referred to herein as a "successor index"), then any
Nikkei 225 Index closing level will be determined by reference to the level of
such successor index at the close of trading on the TSE (2nd session) or the
relevant exchange or market for the successor index on each Index Valuation Date
or other relevant date as set forth in the applicable terms supplement.

      Upon any selection by the calculation agent of a successor index, the
calculation agent will cause written notice thereof to be promptly furnished to
the trustee, to us and to the holders of the notes.

      If NKS discontinues publication of the Nikkei 225 Index prior to, and such
discontinuance is continuing on, a Index Valuation Date or other relevant date
as set forth in the terms supplement and the calculation agent determines, in
its sole discretion, that no successor index is available at such time, then the
calculation agent will determine the Nikkei 225 Index closing level for the
Nikkei 225 Index for such date. The Nikkei 225 Index closing level for the
Nikkei 225 Index will be computed by the calculation agent in accordance with
the formula for and method of calculating the Nikkei 225 Index last in effect
prior to such discontinuance, using the closing price (or, if trading in the
relevant securities has been materially suspended or materially limited, its
good faith estimate of the closing price that would have prevailed but for such
suspension or limitation) at the close of the principal trading session on such
date of each security most recently comprising the Nikkei 225 Index.
Notwithstanding these alternative arrangements, discontinuance of the
publication of the Nikkei 225 Index on the relevant exchange may adversely
affect the value of the notes.

      If at any time the method of calculating the Nikkei 225 Index or a
successor index, or the level thereof, is changed in a material respect, or if
the Nikkei 225 Index or a successor index is in any other


                                     PS-13


way modified so that the Nikkei 225 Index or such successor index does not, in
the opinion of the calculation agent, fairly represent the level of the Nikkei
225 Index or such successor index had such changes or modifications not been
made, then, from and after such time, the calculation agent will, at the close
of business in New York City on each date on which the Nikkei 225 Index closing
level is to be determined, make such calculations and adjustments as, in the
good faith judgment of the calculation agent, may be necessary in order to
arrive at a level of a stock index comparable to the Nikkei 225 Index or such
successor index, as the case may be, as if such changes or modifications had not
been made, and the calculation agent will calculate the Nikkei 225 Index closing
level with reference to the Nikkei 225 Index or such successor index, as
adjusted. Accordingly, if the method of calculating the Nikkei 225 Index or a
successor index is modified so that the level of the Nikkei 225 Index or such
successor index is a fraction of what it would have been if there had been no
such modification (e.g., due to a split in the index), then the calculation
agent will adjust its calculation of the Nikkei 225 Index or such successor
index in order to arrive at a level of the Nikkei 225 Index or such successor
index as if there had been no such modification (e.g., as if such split had not
occurred).

The Tokyo Stock Exchange

      The TSE is one of the world's largest securities exchanges in terms of
market capitalization. Trading hours are currently from 9:00 a.m. to 11:00 a.m.
and from 12:30 p.m. to 3:00 p.m., Tokyo time, Monday through Friday.

      Due to the time zone difference, on any normal trading day the TSE will
close prior to the opening of business in New York City on the same calendar
day. Therefore, the closing level of the Nikkei 225 Index on a trading day will
generally be available in the United States by the opening of business on the
same calendar day.

      The TSE has adopted certain measures, including daily price floors and
ceilings on individual stocks, intended to prevent any extreme short-term price
fluctuations resulting from order imbalances. In general, any stock listed on
the TSE cannot be traded at a price lower than the applicable price floor or
higher than the applicable price ceiling. These price floors and ceilings are
expressed in absolute Japanese yen, rather than percentage limits based on the
closing price of the stock on the previous trading day. In addition, when there
is a major order imbalance in a listed stock, the TSE posts a "special bid
quote" or a "special asked quote" for that stock at a specified higher or lower
price level than the stock's last sale price in order to solicit counter-orders
and balance supply and demand for the stock. Prospective investors should also
be aware that the TSE may suspend the trading of individual stocks in certain
limited and extraordinary circumstances, including, for example, unusual trading
activity in that stock. As a result, changes in the Nikkei 225 Index may be
limited by price limitations or special quotes, or by suspension of trading, on
individual stocks that make up the Nikkei 225 Index, and these limitations, in
turn, may adversely affect the value of the notes.


                                     PS-14


                           GENERAL TERMS OF THE NOTES

Calculation Agent

      J.P. Morgan Securities Inc. will act as the calculation agent. The
calculation agent will determine, among other things, the Ending Index Level,
the Index Return, the Additional Amount, if any, we will pay you at maturity and
the Index closing level on any Index Valuation Date as well as, if applicable,
whether a Knock Out Event has occurred (for notes with a "Knock-Out feature"),
whether the Ending Index Level is equal to or greater than the Initial Index
Level and the amount of interest payable on any interest payment date. The
calculation agent will also be responsible for determining whether a market
disruption event has occurred, whether the Index has been discontinued, whether
there has been a material change in the method of calculation of the Index and,
if the notes bear interest, whether a day is an interest payment date. All
determinations made by the calculation agent will be at the sole discretion of
the calculation agent and will, in the absence of manifest error, be conclusive
for all purposes and binding on you and on us. We may appoint a different
calculation agent from time to time after the date of the relevant terms
supplement without your consent and without notifying you.

      The calculation agent will provide written notice to the trustee at its
New York office, on which notice the Trustee may conclusively rely, of the
amount to be paid at maturity and each interest payment date, if applicable, on
or prior to 11:00 a.m. on the business day preceding the maturity date and each
interest payment date, if applicable.

      All calculations with respect to the Ending Index Level, the Index Return
or the Index closing level will be rounded to the nearest one
hundred-thousandth, with five one-millionths rounded upward (e.g., .876545 would
be rounded to .87655); all dollar amounts related to determination of the
Additional Amount payable at maturity, if any, per $1,000 principal amount note
will be rounded to the nearest ten-thousandth, with five one hundred-thousandths
rounded upward (e.g., .76545 would be rounded up to .7655); and all dollar
amounts paid on the aggregate principal amount of notes per holder will be
rounded to the nearest cent, with one-half cent rounded upward.

Market Disruption Events

      Certain events may prevent the calculation agent from calculating the
Index Closing Level on any Index Valuation Date and consequently the Index
Return and the Additional Amount, if any, that we will pay to you at maturity of
the notes. These events may include disruptions or suspensions of trading on the
markets as a whole. We refer to these events individually as a "market
disruption event."

      With respect to the Index, a "market disruption event," unless otherwise
specified in the relevant terms supplement, means:

      o     a suspension, absence or material limitation of trading of stocks
            then constituting 20 percent or more of the level of the Index (or
            the relevant successor index) on the relevant exchanges (as defined
            below) for such securities for more than two hours of trading during
            or during the one hour period preceding the close of the principal
            trading session on such relevant exchange; or

      o     a breakdown or failure in the price and trade reporting systems of
            any relevant exchange as a result of which the reported trading
            prices for stocks then constituting 20 percent or more of the Index
            (or the relevant successor index) during the one hour preceding the
            close of the principal trading session on such relevant exchange are
            materially inaccurate; or

      o     the suspension, absence or material limitation of trading on any
            major securities market for trading in futures or options contracts
            related to the Index (or the relevant successor index) for more than
            two hours of or during the one hour period preceding the close of,
            the principal trading session on such market; or

      o     a decision to permanently discontinue trading in the relevant
            futures or options contracts;


                                     PS-15


in each case as determined by the calculation agent in its sole discretion; and

      o     a determination by the calculation agent in its sole discretion that
            the event described above materially interfered with its ability or
            the ability of any of our affiliates to adjust or unwind all or a
            material portion of any hedge with respect to the notes.

      For the purpose of determining whether a market disruption event exists at
any time, if trading in a security included in the Index is materially suspended
or materially limited at that time, then the relevant percentage contribution of
that security to the level of the Index shall be based on a comparison of:

      o     the portion of the level of the Index attributable to that security
            relative to

      o     the overall level of the Index,

      in each case immediately before that suspension or limitation.

      For purposes of determining whether a market disruption event has
occurred, unless otherwise specified in the relevant terms supplement:

      o     a limitation on the hours or number of days of trading will not
            constitute a market disruption event if it results from an announced
            change in the regular business hours of the relevant exchange or
            market;

      o     limitations pursuant to the rules of any relevant exchange similar
            to NYSE Rule 80A (or any applicable rule or regulation enacted or
            promulgated by any other self-regulatory organization or any
            government agency of scope similar to NYSE Rule 80A as determined by
            the calculation agent) on trading during significant market
            fluctuations will constitute a suspension, absence or material
            limitation of trading;

      o     a suspension of trading in futures or options contracts on the Index
            by the primary securities market trading in such contracts by reason
            of

            o     a price change exceeding limits set by such exchange or
                  market,

            o     an imbalance of orders relating to such contracts, or

            o     a disparity in bid and ask quotes relating to such contracts

will, in each such case, constitute a suspension, absence or material limitation
of trading in futures or options contracts related to the Index; and

            o     a "suspension, absence or material limitation of trading" on
                  any relevant exchange or on the primary market on which
                  futures or options contracts related to the Index are traded
                  will not include any time when such market is itself closed
                  for trading under ordinary circumstances.

      "Relevant exchange" means the primary organized exchange or market of
trading for any security (or any combination thereof) then included in the
Nikkei 225 Index or any successor index.

Events of Default

      Under the heading "Description of Debt Securities -- Events of Default,
Waiver, Debt Securities in Foreign Currencies" in the accompanying prospectus is
a description of events of default relating to debt securities including the
notes.

Alternate Additional Amount Calculation in Case of an Event of Default

      Unless otherwise specified in the relevant terms supplement, in case an
event of default with respect to the notes shall have occurred and be
continuing, the amount declared due and payable per $1,000


                                     PS-16


principal amount note upon any acceleration of the notes will be equal to $1,000
plus any accrued and unpaid interest on the notes and the Additional Amount
calculated as if the date of acceleration were the final Index Valuation Date.
If the notes have more than one Index Valuation Date then the business days
immediately preceding the date of acceleration (in such number equal to the
number of Index Valuation Dates in excess of one) shall be the corresponding
Index Valuation Dates. In such case, any interest will be calculated on the
basis of a 360-day year of twelve 30-day months and the actual number of days
elapsed from and including the previous interest payment date for which interest
was paid.

      If the maturity of the notes is accelerated because of an event of default
as described above, we shall, or shall cause the calculation agent to, provide
written notice to the trustee at its New York office, on which notice the
trustee may conclusively rely, and to DTC of the cash amount due with respect to
the notes as promptly as possible and in no event later than two business days
after the date of acceleration.

Modification

      Under the heading "Description of Debt Securities -- Modification of the
Indenture; Waiver of Compliance" in the accompanying prospectus is a description
of when the consent of each affected holder of debt securities is required to
modify the indenture.

Defeasance

      The provisions described in the accompanying prospectus under the heading
"Description of Debt Securities -- Discharge, Defeasance and Covenant
Defeasance" are not applicable to the notes, unless otherwise specified in the
relevant terms supplement.

Listing

      The notes will not be listed on any securities exchange, unless otherwise
specified in the relevant terms supplement.

Book-Entry Only Issuance -- The Depository Trust Company

      The Depository Trust Company, or DTC, will act as securities depositary
for the notes. The notes will be issued only as fully-registered securities
registered in the name of Cede & Co. (DTC's nominee). One or more
fully-registered global notes certificates, representing the total aggregate
principal amount of the notes, will be issued and will be deposited with DTC.
See the descriptions contained in the accompanying prospectus supplement under
the headings "Description of Notes -- Forms of Notes" and "The Depositary."

Registrar, Transfer Agent and Paying Agent

      Payment of amounts due at maturity on the notes will be payable and the
transfer of the notes will be registrable at the principal corporate trust
office of JPMorgan Chase Bank, National Association ("JPMorgan Chase Bank") in
The City of New York.

      JPMorgan Chase Bank or one of its affiliates will act as registrar and
transfer agent for the notes. JPMorgan Chase Bank will also act as paying agent
and may designate additional paying agents.

      Registration of transfers of the notes will be effected without charge by
or on behalf of JPMorgan Chase Bank, but upon payment (with the giving of such
indemnity as JPMorgan Chase Bank may require) in respect of any tax or other
governmental charges that may be imposed in relation to it.

Governing Law

      The notes will be governed by and interpreted in accordance with the laws
of the State of New York.


                                     PS-17


                  CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES

      The following is a general discussion of the principal U.S. federal income
tax consequences of the acquisition, ownership and disposition of notes. This
discussion applies to you if you are an initial holder of notes purchasing the
notes at the issue price for cash and if you hold the notes as capital assets
within the meaning of Section 1221 of the Internal Revenue Code of 1986, as
amended (the "Code").

      This summary is based on the Code, existing and proposed Treasury
regulations, revenue rulings, administrative interpretations and judicial
decisions, in each case as currently in effect, all of which are subject to
change, possibly with retroactive effect. This summary does not address all
aspects of the U.S. federal income taxation of the notes that may be relevant to
you in light of your particular circumstances or if you are a holder of notes
who is subject to special treatment under the U.S. federal income tax laws, such
as:

      o     a financial institution;

      o     an insurance company;

      o     a tax-exempt entity, including an "individual retirement account" or
            "Roth IRA" as defined in Section 408 or 408A, respectively;

      o     a dealer in securities or foreign currencies;

      o     a person holding the notes as part of a hedging transaction,
            "straddle," synthetic security, conversion transaction, or other
            integrated transaction, or who has entered into a "constructive
            sale" with respect to the notes;

      o     a U.S. Holder (as defined below) whose functional currency is not
            the U.S. dollar;

      o     a trader in securities who elects to apply a mark-to-market method
            of tax accounting; or

      o     a partnership or other entity classified as a partnership for U.S.
            federal income tax purposes.

      As the law applicable to the U.S. federal income taxation of instruments
such as the notes is technical and complex, the discussion below necessarily
represents only a general summary. Moreover, the effects of any applicable
state, local or foreign tax laws are not discussed. You are urged to consult
your tax adviser concerning the U.S. federal income tax consequences of owning
and disposing of the notes, as well as any consequences under the laws of any
state, local or foreign taxing jurisdiction.

      The following discussion does not apply to notes with a Fixed Payment.
Prospective holders of such notes will be provided with a supplemental
disclosure statement in the applicable term sheet, describing the tax rules that
apply to such notes.

Tax Treatment of the Notes

      Unless otherwise provided in the applicable terms supplement, Davis Polk &
Wardwell, our special tax counsel, is of the opinion that, the notes will be
treated as "contingent payment debt instruments" for U.S. federal income tax
purposes. The opinion of Davis Polk & Wardwell is conditioned on their receipt
of certain factual representations from us at the time of the relevant offering.

Tax Consequences to U.S. Holders

      The following discussion applies to you only if you are a "U.S. Holder" of
notes. You are a U.S. Holder if you are a beneficial owner of a note for U.S.
federal income tax purposes, that is:


                                     PS-18


      o     a citizen or resident of the United States,

      o     a corporation or other entity taxable as a corporation created or
            organized under the laws of the United States or any political
            subdivision thereof, or

      o     an estate or trust the income of which is subject to the United
            States federal income taxation regardless of its source.

      The notes will generally be subject to the original issue discount ("OID")
provisions of the Code and the Treasury regulations issued thereunder, and you
will be required to accrue as interest income the OID on the notes as described
below.

      We are required to determine a "comparable yield" for the notes. The
"comparable yield" is the yield at which we could issue a fixed rate debt
instrument with terms similar to those of the notes, including the level of
subordination, term, timing of payments and general market conditions, but
excluding any adjustments for the riskiness of the contingencies or the
liquidity of the notes. Solely for purposes of determining the amount of
interest income that you will be required to accrue, we are also required to
construct a "projected payment schedule" in respect of the notes representing a
series of payments the amount and timing of which would produce a yield to
maturity on the notes equal to the comparable yield.

      We will provide, and you may obtain, the comparable yield for a particular
offering of notes, and the related projected payment schedule, in the final
terms supplement for such notes, which we will file with the SEC.

      Neither the comparable yield nor the projected payment schedule
constitutes a representation by us regarding the actual amount, if any, that we
will pay on the notes.

      For United States federal income tax purposes, you are required to use our
determination of the comparable yield and projected payment schedule in
determining interest accruals and adjustments in respect of a note, unless you
timely disclose and justify the use of other estimates to the Internal Revenue
Service (the "IRS"). Regardless of your accounting method, you will be required
to accrue as interest income OID on the notes at the comparable yield, adjusted
upward or downward to reflect the difference, if any, between the actual and the
projected amount of the contingent payments on the note (as described below).

      In addition to interest accrued based upon the comparable yield as
described above, you will be required to recognize interest income equal to the
amount of any net positive adjustment, i.e., the excess of actual payments over
projected payments, in respect of a note for a taxable year. A net negative
adjustment, i.e., the excess of projected payments over actual payments, in
respect of a note for a taxable year:

      o     will first reduce the amount of interest in respect of the note that
            you would otherwise be required to include in income in the taxable
            year; and

      o     to the extent of any excess, will give rise to an ordinary loss, but
            only to the extent that the amount of all previous interest
            inclusions under the note exceeds the total amount of your net
            negative adjustments treated as ordinary loss on the note in prior
            taxable years.

      A net negative adjustment is not subject to the two percent floor
limitation imposed on miscellaneous deductions. Any net negative adjustment in
excess of the amounts described above will be carried forward to offset future
interest income in respect of the note or to reduce the amount realized on a
sale, exchange or retirement of the note.

      Upon a sale, exchange or retirement of a note (including at its maturity),
you generally will recognize taxable gain or loss equal to the difference
between the amount received from the sale, exchange or retirement and your
adjusted tax basis in the note. Your adjusted tax basis in a note will equal the
cost thereof, increased by the amount of interest income previously accrued by
you in respect of the note (determined without regard to any of the positive or
negative adjustments to interest accruals described


                                     PS-19


above) and decreased by the amount of any prior projected payments in respect of
the note. You generally will treat any gain as interest income and any loss as
ordinary loss to the extent of previous interest inclusions (reduced by the
total amount of net negative adjustments previously taken into account as
ordinary losses), and the balance as capital loss. Such losses are not subject
to the limitation imposed on miscellaneous itemized deductions under Section 67
of the Code. The deductibility of capital losses, however, is subject to
limitations. Additionally, if you recognize a loss above certain thresholds, you
may be required to file a disclosure statement with the IRS. You are urged to
consult your tax adviser regarding these limitations and reporting obligations.

      Special rules will apply if all remaining payments on the note become
fixed more than six months prior to maturity. For purposes of the preceding
sentence, a payment (including the Additional Amount) will be treated as fixed
if (and when) all remaining contingencies with respect to it are remote or
incidental within the meaning of the applicable Treasury regulations. Generally,
in this case you would be required to make adjustments to account for the
difference between the amount so treated as fixed and the projected payment in a
reasonable manner over the remaining term of the note. Your tax basis in the
note and the character of any gain or loss on the sale of the note would also be
affected. You are urged to consult your tax adviser concerning the application
of these special rules.

Tax Consequences to Non-U.S. Holders

      The following discussion applies to you only if you are a "Non-U.S.
Holder" of notes. You are a "Non-U.S. Holder" if you are a beneficial owner of a
note for U.S. federal income tax purposes, that is:

      o     a nonresident alien individual;

      o     a foreign corporation;

      o     a nonresident alien fiduciary of a foreign estate or trust; or

      o     an individual present in the United States for 183 days or more in
            the taxable year of a disposition of a note and who is not otherwise
            a resident of the United States for U.S. federal income tax
            purposes.

      Payments to you on the notes, and any gain realized on a sale or exchange
of the notes, will be exempt from U.S. federal income tax (including withholding
tax) provided generally that you have fulfilled the certification requirement
described below and such amounts are not effectively connected with your conduct
of a U.S. trade or business.

      The certification requirement referred to in the preceding paragraph will
be fulfilled if you certify on IRS Form W-8BEN, under penalties of perjury, that
you are not a United States person and provide your name and address or
otherwise satisfy applicable documentation requirements.

      If you are engaged in a trade or business in the United States and if the
income on the note or the gain on the note, if any, is effectively connected
with your conduct of such trade or business, although exempt from the
withholding tax discussed above, you will generally be subject to regular U.S.
income tax on such income or such gain in the same manner as if you were a U.S.
Holder, except that in lieu of the certificate described in the preceding
paragraph, you will be required to provide a properly executed IRS Form W-8ECI
in order to claim an exemption from withholding tax. If this paragraph applies
to you, you are urged to consult your own tax adviser with respect to other U.S.
tax consequences of the ownership and disposition of the notes, including the
possible imposition of a 30% branch profits tax.

      If you are an individual, your notes will not be included in your estate
for U.S. federal estate tax purposes, provided that interest on the notes is not
then effectively connected with your conduct of a United States trade or
business.


                                     PS-20


Backup Withholding and Information Reporting

      The proceeds received from a sale, exchange or other disposition
(including the payment at maturity) of notes will be subject to information
reporting if you are not an "exempt recipient" (such as a domestic corporation)
and may also be subject to backup withholding at a rate of 28% if you fail to
provide certain identifying information (such as an accurate taxpayer
identification number, if you are a U.S. Holder) or meet certain other
conditions. If you are a Non-U.S. Holder and you comply with the identification
procedures described in the preceding section, you will generally establish an
exemption from backup withholding; however, we expect that the amount of OID
paid to you at maturity (and possibly on a sale or exchange of a note) will be
reported to you (and to the IRS).

      Amounts withheld under the backup withholding rules are not additional
taxes and may be refunded or credited against your United States federal income
tax liability, provided the required information is furnished to the IRS.


                                     PS-21


                                  UNDERWRITING

      Under the terms and subject to the conditions contained in the Master
Agency Agreement entered into between JPMorgan Chase & Co. and J.P. Morgan
Securities Inc. as agent, (the "Agent" or "JPMSI"), acting as principal for its
own account, has agreed to purchase, and we have agreed to sell, the principal
amount of notes set forth on the cover page of the relevant terms supplement.
JPMSI proposes initially to offer the notes directly to the public at the public
offering price set forth on the cover page of the relevant terms supplement.
JPMSI will allow a concession to other dealers in the amount set forth on the
cover page of the relevant terms supplement. After the initial offering of the
notes, the Agent may vary the offering price and other selling terms from time
to time.

      We own, directly or indirectly, all of the outstanding equity securities
of JPMSI. The underwriting arrangements for this offering comply with the
requirements of Rule 2720 of the Conduct Rules of the NASD regarding an NASD
member firm's underwriting of securities of an affiliate. In accordance with
Rule 2720, no underwriter may make sales in this offering to any discretionary
account without the prior approval of the customer.

      JPMSI may act as principal or agent in connection with offers and sales of
the notes in the secondary market. Secondary market offers and sales will be
made at prices related to market prices at the time of such offer or sale;
accordingly, the Agent may change the public offering price, concession and
discount after the offering has been completed.

      In order to facilitate the offering of the notes, JPMSI may engage in
transactions that stabilize, maintain or otherwise affect the price of the
notes. Specifically, JPMSI may sell more notes than it is obligated to purchase
in connection with the offering, creating a naked short position in the notes
for its own account. JPMSI must close out any naked short position by purchasing
the notes in the open market. A naked short position is more likely to be
created if JPMSI is concerned that there may be downward pressure on the price
of the notes in the open market after pricing that could adversely affect
investors who purchase in the offering. As an additional means of facilitating
the offering, JPMSI may bid for, and purchase, notes in the open market to
stabilize the price of the notes. Any of these activities may raise or maintain
the market price of the notes above independent market levels or prevent or
retard a decline in the market price of the notes. JPMSI is not required to
engage in these activities, and may end any of these activities at any time.

      No action has been or will be taken by us, the Agent or any dealer that
would permit a public offering of the notes or possession or distribution of
this product supplement no. 2-I or the accompanying prospectus supplement,
prospectus or terms supplement other than in the United States, where action for
that purpose is required. No offers, sales or deliveries of the notes, or
distribution of this product supplement no. 2-I or the accompanying prospectus
supplement, prospectus or terms supplement or any other offering material
relating to the notes, may be made in or from any jurisdiction except in
circumstances which will result in compliance with any applicable laws and
regulations and will not impose any obligations on us, the Agent or any dealer.

      The Agent has represented and agreed, and each dealer through which we may
offer the notes has represented and agreed, that it (i) will comply with all
applicable laws and regulations in force in each non-U.S. jurisdiction in which
it purchases, offers, sells or delivers the notes or possesses or distributes
this product supplement no. 2-I and the accompanying prospectus supplement,
prospectus and terms supplement and (ii) will obtain any consent, approval or
permission required by it for the purchase, offer or sale by it of the notes
under the laws and regulations in force in each non-U.S. jurisdiction to which
it is subject or in which it makes purchases, offers or sales of the notes. We
shall not have responsibility for the Agent's or any dealer's compliance with
the applicable laws and regulations or obtaining any required consent, approval
or permission.

      The notes are not and will not be authorized by the Comision Nacional de
Valores for public offer in Argentina and may thus not be offered or sold to the
public at large or to sectors or specific groups thereof by any means, including
but not limited to personal offerings, written materials, advertisements or


                                     PS-22


the media, in circumstances which constitute a public offering of securities
under Argentine Law No. 17,811, as amended.

      The notes have not been and will not be registered with the "Comissao de
Valores Mobiliarios" - the Brazilian Securities and Exchange Commission ("CVM")
and accordingly, the notes may not be sold, promised to be sold, offered,
solicited, advertised and/or marketed within the Federative Republic of Brazil
in an offering that can be construed as a public offering under CVM Instruction
no. 400, dated December 29, 2003, as amended from time to time.

      The notes have not been registered with the Superintendencia de Valores y
Seguros in Chile and may not be offered or sold publicly in Chile. No offer,
sales or deliveries of the notes, or distribution of this product supplement no.
2-I or the accompanying prospectus supplement, prospectus or terms supplement
may be made in or from Chile except in circumstances which will result in
compliance with any applicable Chilean laws and regulations.

      The notes have not been, and will not be, registered with the National
Registry of Securities maintained by the Mexican National Banking and Securities
Commission nor with the Mexican Stock Exchange and may not be offered or sold
publicly in the United Mexican States. This product supplement no. 2-I and the
accompanying prospectus supplement, prospectus and terms supplement may not be
publicly distributed in the United Mexican States.

      Unless otherwise specified in the applicable terms supplement the
settlement date for the notes will be the third business day following the
pricing date (which is referred to as a "T+3" settlement cycle).


                                     PS-23


                      BENEFIT PLAN INVESTOR CONSIDERATIONS

      A fiduciary of a pension, profit-sharing or other employee benefit plan
subject to the Employment Retirement Income Security Act of 1974, as amended
("ERISA"), including entities such as collective investment funds, partnerships
and separate accounts whose underlying assets include the assets of such plans
(collectively, "ERISA Plans") should consider the fiduciary standards of ERISA
in the context of the ERISA Plans' particular circumstances before authorizing
an investment in the notes. Among other factors, the fiduciary should consider
whether the investment would satisfy the prudence and diversification
requirements of ERISA and would be consistent with the documents and instruments
governing the ERISA Plan.

      Section 406 of ERISA and Section 4975 of the Code prohibit ERISA Plans, as
well as individual retirement accounts and Keogh plans subject to Section 4975
of the Code (together with ERISA Plans, "Plans"), from engaging in certain
transactions involving the "plan assets" with persons who are "parties in
interest" under ERISA or "disqualified persons" under the Code ("Parties in
Interest") with respect to such Plans. As a result of our business, we are a
Party in Interest with respect to many Plans. Where we are a Party in Interest
with respect to a Plan (either directly or by reason of ownership of our
subsidiaries), the purchase and holding of the notes by or on behalf of the Plan
would be a prohibited transaction under Section 406(a)(1) of ERISA and Section
4975(c)(1) of the Code, unless exemptive relief were available under an
applicable administrative exemption (as described below) or there was some other
basis on which the transaction was not prohibited.

      Accordingly, the notes may not be purchased or held by any Plan, any
entity whose underlying assets include "plan assets" by reason of any Plan's
investment in the entity (a "Plan Asset Entity") or any person investing "plan
assets" of any Plan, unless such purchaser or holder is eligible for the
exemptive relief available under Prohibited Transaction Class Exemption ("PTCE")
96-23, 95-60, 91-38, 90-1 or 84-14 issued by the U.S. Department of Labor or
there was some other basis on which the purchase and holding of the notes is not
prohibited. Each purchaser or holder of the notes or any interest therein will
be deemed to have represented by its purchase of the notes that (a) its purchase
and holding of the notes is not made on behalf of or with "plan assets" of any
Plan or (b) its purchase and holding of the notes will not result in a
prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or
there is some other basis on which such purchase and holding is not prohibited.

      Employee benefit plans that are governmental plans (as defined in Section
3(32) of ERISA), certain church plans (as defined in Section 3(33) of ERISA) and
non-U.S. plans (as described in Section 4(b)(4) of ERISA) are not subject to
these "prohibited transaction" rules of ERISA or Section 4975 of the Code, but
may be subject to similar rules under other applicable laws or documents
("Similar Laws"). Accordingly, each purchaser or holder of the notes shall be
required to represent (and deemed to constitute a representation) that such
purchase and holding is not prohibited under applicable Similar Laws or rules.

      Due to the complexity of the applicable rules, it is particularly
important that fiduciaries or other persons considering purchasing the notes on
behalf of or with "plan assets" of any Plan consult with their counsel regarding
the relevant provisions of ERISA, the Code or any Similar Laws and the
availability of exemptive relief under PTCE 96-23, 95-60, 91-38, 90-1 or 84-14
or some other basis on which the acquisition and holding is not prohibited.

      Each purchaser and holder of the notes has exclusive responsibility for
ensuring that its purchase and holding of the notes does not violate the
fiduciary or prohibited transaction rules of ERISA, the Code or any Similar
Laws. The sale of any notes to any Plan is in no respect a representation by us
or any of our affiliates or representatives that such an investment meets all
relevant legal requirements with respect to investments by Plans generally or
any particular Plan, or that such an investment is appropriate for Plans
generally or any particular Plan.


                                     PS-24