FWP 1 dp10000_fwp.htm
Registration Statement 333-130051
Filed Pursuant to Rule 433
 


                                                                            2008


CORE COMMODITY-IGAR CONDITIONAL LONG-SHORT


Investment products: Not FDIC Insured - No Bank Guarantee - May Lose Value

Please see Important Information at the end of presentation

JPMorgan Private Bank
 
 

 
 



Important Information

The discussion contained in the following pages is for educational and
illustrative purposes only. The final terms of securities offered by JPMorgan
Chase & Co. may be different from those set forth in any illustrative investment
ideas contained herein and any such final terms will depend on, among other
things, market conditions on the applicable pricing date for such securities.
Any information relating to performance contained in these materials is
illustrative and no assurance is given that any indicated returns, performance
or results, whether historical or hypothetical, will be achieved. Investment
ideas are subject to change, and JPMorgan undertakes no duty to update these
materials, including any investment ideas, or to supply corrections. This
material shall be amended, superseded and replaced in its entirety by a
subsequent preliminary or final term sheet and/or pricing supplement, and the
documents referred to therein, which will be filed with the Securities and
Exchange Commission, or SEC. In the event of any inconsistency between the
materials presented in the following pages and any such preliminary or final
term sheet or pricing supplement, such preliminary or final term sheet or
pricing supplement shall govern.

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of JPMorgan Chase & Co.

JPMorgan Private Bank

 
 

 
 


                                                                               1
Core Commodity-IGAR executive summary

Core Commodity-IGAR Overview

o    The JPMorgan Core  Commodity-Investable  Global Asset  Rotator  Conditional
     Long-Short  (_Core  Commodity-IGAR_)  is a synthetic  basket  comprised  of
     constituents  of the global  commodities  market.  The basket is rebalanced
     monthly using a momentum-based strategy. (1)

o    The  Core   Commodity-IGAR,   in  a  defined   commodities   bull   market,
     synthetically invests in up to 7 constituents per directional position from
     a universe of 14  potential  constituents  of the S&P GSCI"  Excess  Return
     Index,  based upon price  performance  and  consistent  momentum.  (2) In a
     defined bear market,  the strategy is able to hold long and short positions
     in up to 14 constituents of the S&P GSCI" Excess Return Index.

o    The methodology used to actively rebalance the Core Commodity-IGAR consists
     of selecting up to a maximum of 7 of the best/worst performing constituents
     per direction given the market trend, which pass the _Performance Test_ and
     the _Long Consistency Test._(3)

[Graphic Appears Here]

(1)  The Core  Commodity-IGAR  is described  as a synthetic  or notional  basket
     because  its  reported  level  does not  represent  the value of any actual
     assets  held by any  person.  The level of the Core  Commodity-IGAR  at any
     point is the  value  of a  hypothetical  portfolio  of  constituents,  less
     assessed  index  calculation  fees. An investment in a Core  Commodity-IGAR
     product does not represent an investment in the underlying indices.

     There are three versions of the Core Commodity- IGAR product. Any reference
     to  Core   Commodity-IGAR  in  this  presentation  is  to  the  Conditional
     Long-Short version.

(2)  The Core  Commodity-IGAR  uses the S&P GSCI" Excess Return  Index.  The S&P
     GSCI" Excess  Return Index  consists of the GSCI(R) Total Return Index with
     the cash component excluded.

(3)  Please  refer  to  slides  6  through  8  for a  full  explanation  of  the
     methodology used in creating the synthetic basket.

(4)  The Core  Commodity-IGAR was established on April 15, 2008 and its value is
     published  each trading day under the Bloomberg  ticker symbol  _CMDUYCER_.
     The hypothetical historical information for the Core Commodity-IGAR in this
     presentation  is  calculated  for the period  January  1991 to March  2008.
     JPMorgan has calculated the levels using the methodology described on pages
     11 and 15, with the  following  assumption:  not all 14  constituents  were
     available during the entire testing period (for example, from 1991 to 1993,
     17 constituents were available).  Additional  constituents were included in
     the  calculation  once  they were  added to the S&P GSCI" and had  12-month
     performance data.

     For the periods in which those  constituents did not exist,  they have been
     ascribed   an  excess   return   over  cash  of  zero.   Returns  for  Core
     Commodity-IGAR  are net of  index  calculation  fees of  0.96%  per  annum,
     deducted daily.

JPMorgan Private Bank

Past Performance does not guarantee future results.
Please refer to the important notices including that in relation to composite
performance, and the certain risk factors herein.

                                                                               2
 
 

 
 


Why use momentum investing for commodities?

Thinking through momentum investing and commodities

o    Momentum is the proposition,  empirically  observable in some assets during
     certain  periods,  that  outperforming  assets may outperform  again in the
     future and underperforming  assets may underperform in the future. If there
     is momentum,  assets that were _winners_ in the past  theoretically  have a
     high probability of outperforming past _losers._

o    Momentum investing attempts to capture potentially profitable opportunities
     that arise from the current market direction.

o    Momentum strategies tend to work particularly well for commodities, in that
     supply/demand  fundamentals for commodities are difficult to change quickly
     (e.g.  time it takes to extract new oil or  minerals,  or plant and harvest
     new crops).

Note:  Momentum  strategies  are  effective at  identifying  the current  market
direction in trending  markets.  Markets may reverse and do the opposite of what
is  indicated  by the  trend  indicator,  resulting  in a  trading  loss for the
particular period.

JPMorgan Private Bank

                                                                               3

 
 

 
 



Core Commodity-IGAR

Core Commodity-IGAR Overview

A strategy that gives exposure to global commodity markets based on the
following set of criteria:

o    Consistent price performance over the last 12 months

o    Consistent momentum

Core Commodity-IGAR behaves dynamically in bull and bear markets:

o    Bull markets will be determined by examining the equally  weighted S&P GSCI
     Excess  Return  index via testing for positive  year-over-year  performance
     (using  a  rolling   12-month  window)  and  the  Equally  Weighted  Basket
     Consistency Test*; if both are passed then Core  Commodity-IGAR  invests in
     only long assets.

o    Otherwise,  the  Core  Commodity-IGAR  is  open  to  both  long  and  short
     positions.

Synthetic exposure is achieved through a basket containing up to 7 constituents
(in a defined bull market), or up to 7 constituents in a defined bear market,
from a universe of 14 potential constituents that are current components of the
S&P GSCI" Excess Return Index, with monthly rebalancing.

An investment in a Core Commodity-IGAR product does not represent a direct
investment in the underlying constituents, their corresponding components of the
S&P GSCI(tm)

Excess Return Index, or their underlying commodity futures contracts, and will
perform differently.

*    Further explanations of the tests are on page 7

JPMorgan Private Bank
                                                                               4

 
 

 
 



Investment universe of the 14 constituents that currently comprise the Core
Commodity-IGAR investment universe

Sector: Energy                                  Sector: Industrial metals


S&P GSCI(tm) excess return                      S&P GSC(tm)excess return
constituents                 Bloomberg ticker   constituents                Bloomberg ticker
--------------------------------------------------------------------------------------------
o Natural gas                SPGCNGP index      o Nickel                     SPGCIKP index
o Gasoline                   SPGCHUP index      o Lead                       SPGCILP index
o Heating oil                SPGCHOP index      o Copper                     SPGCICP index
o Brent crude                SPGCBRP index      o Aluminium                  SPGCIAP index
o WTI Crude oil              SPGCCLP index
--------------------------------------------------------------------------------------------

Sector: Agricultural                             Sector: Precious metals

S&P GSCI(tm) excess return                       S&P GSC(tm)excess return
constituents                 Bloomberg ticker    constituents               Bloomberg ticker
--------------------------------------------------------------------------------------------
o Wheat                      SPGCWHP index       o Silver                   SPGCSIP index
o Soybean                    SPGCSOP index       o Gold                     SPGCGCP index
o Corn                       SPGCCNP index
--------------------------------------------------------------------------------------------


S&P GSCI(tm) constituents are subject to change without notice.

JPMorgan Private Bank

                                                                               5

 
 

 
 



Core Commodity-IGAR rotation methodology

o    The monthly reallocation consists of a series of tests leading to a
     refinement of the global investment universe, which helps identify the
     potential long and/or short positions. The short positions are conditional
     on the Trigger Test(1). If the Trigger Test is positive, only long
     positions are taken.


(1)  The trigger test refers to testing for positive year-over-year performance
     (using a rolling 12-month window) and the Equally Weighted Basket
     Consistency Test that an equally weighted S&P GSCI must pass. These tests
     are described with more detail on page 7. In order to pass, the S&P GSCI
     Excess Return Index must have 1 year positive performance and score at
     least a six on the Long Consistency Test.

(2)  Consistent bull market is defined as months for which the Equally-weighted
     portfolio has a positive 12-month performance, and it passes the Equally
     Weighted Basket Consistency Test. Equally-weighted portfolio refers to the
     equally-weighted portfolio of all the S&P GSCI" excess return constituents
     described in page 5 with monthly rebalancing.

JPMorgan Private Bank
                                                                               6

 
 

 
 



Core Commodity-IGAR bull-bear determination and constituent selection process

Bull-Bear Market Determination: The Equally Weighted Basket Condition

The Equally Weighted Basket Condition is met if an equally weighted basket of
the referenced universe of S&P GSCITM constituents has positive year-over-year
performance (using a rolling 12-month window) and the Equally Weighted Basket
Consistency Test (below) is passed. The short-leg of Core Commodity-IGAR will be
de-activated only if the Equally Weighted Basket Condition is met.

o    We test whether the equally weighted basket has positive year-over-year
     performance (using a rolling 12-month window).

o    The Equally Weighted Basket Consistency Test _ This test is passed if the
     equally weighted basket scores at least a 6 on the test. The test is
     similar to Test #2 described below, except that it is based on the equally
     weighted basket, rather than an individual constituent.

After the above tests are performed, and bull or bear markets are determined,
the below tests are conducted to choose Core Commodity-IGAR Components

Selection of Individual Constituents

o    Test #1: The Performance Test

     -    Positive 12-month absolute price performance (negative performance for
          short positions); rolling 12-month window

If Test #1 is passed:

o    Test # 2: The Long Consistency Test

     -    Each month is assigned a momentum weighting with a greater weight
          applied to the most recent months. If a constituent has positive
          performance for the month, it is assigned a weight per the chart
          below. If the constituent has negative performance for a month, it
          receives a weight of 0. In the case for short commodity positions, the
          test is inverted, and it is referred to as the Conditional Short
          Consistency Test.

     -    If the sum of the monthly weightings is higher than 6 (out of a total
          of 12*), the consistency test has been passed.

If both tests are passed, that constituent is eligible to be included as a
constituent of the basket

Source: JPMorgan * The sum of the depicted weightings is not equal to 12 due to
rounding

JPMorgan Private Bank

                                                                               7

 
 

 
 



Rotation methodology (cont'd)

Long portfolio

If the potential long portfolio is composed of 7 or more constituents, then the
long portfolio is an equally weighted portfolio of the top 7 performing
constituents over the past 12 months (a weight of 1/7 is assigned to each
constituent)

If the potential long portfolio is composed of less than 7 constituents, for
example 4, then the long portfolio contains these 4 constituents with a weight
of 1/7 (for a net exposure of 4/7)

Short portfolio

If the potential short portfolio is composed of 7 or more constituents, then the
short portfolio is an equally-weighted portfolio of the worst 7 performing
constituents over the past 12 months (a weight of 1/7 is assigned to each
constituent)

If the potential short Portfolio is composed of less than 7 constituents, for
example 4, then the short portfolio contains these 4 constituents with a weight
of 1/7 (for a net exposure of 4/7)

An investment in a Core Commodity-IGAR product does not represent a direct
investment in the underlying constituents, their corresponding components of the
S&P GSCI" Excess Return Index, or their underlying commodity futures contracts.

JPMorgan Private Bank

                                                                               8
 
 

 
 



What could the Core Commodity-IGAR portfolio look like in different market
environments?

Clearly bullish commodity market

o    Long up to 7 constituents

o    If less than 7 constituents, portion of portfolio is un-invested

Clearly bearish commodity market with less consistent constituent performance

o    Long up to 7-constituents and short up to 7 constituents

o    If less than 14 constituents, portion of portfolio is un-invested

Clearly bearish commodity market

o    Long positions possible, but most likely portfolio would simply be short up
     to 7 constituents

o    Portion of portfolio could be un-invested


                                                                               9

 
 

 
 



Core Commodity-IGAR in a portfolio


                                                                              10

 
 

 
 



Performance against benchmark: Core Commodity-IGAR

o    A hypothetical historical performance analysis of the Core Commodity-IGAR
     product shows high levels of absolute returns versus the S&P GSCI" Excess
     Return Index and an improvement of the risk-adjusted returns to a simple
     strategy generated by an equally weighted GSCI portfolio.

o    Core Commodity-IGAR has a hypothetical return since inception of 40.8%.*

Equally-weighted refers to the equally-weighted portfolio of the 14 S&P GSCI(R)
excess return constituents which comprise the Core Commodity-IGAR investment
universe with monthly rebalancing

S&P GSCI" refers to S&P GSCI" Excess Return Index Returns for Core
Commodity-IGAR are net of index calculation fees of 0.96% per annum, deducted
daily, while the performance of S&P GSCI(R) and the equally-weighted portfolio
do not take into account any potential access/replication cost

*    Calculated from 15th September 2006 to 31st March 2008

                                                                              11

 
 

 
 



Correlation with market benchmarks

o    Hypothetical historical analysis shows that Core Commodity-IGAR has limited
     correlation to the major asset classes other than commodities

Equity global is represented by the MSCI World Index(R)

Equity US is represented by Standard & Poor_s 500 Total Return Index(R)

Corporate bonds are represented by the Lehman Aggregate Bond Index(R)

Government bonds are represented by JPMorgan Hedged USD GBI Global Index(R)

The T-bill component of the SPGCCIT Index(R) has been subtracted from the four
above benchmark indices for the correlation and beta calculations

Commodities are represented by S&P GSCI" Excess Return Index

Source: JPMorgan. Information is calculated for the period April 1993 to March
2008

Returns for Core Commodity-IGAR are net of index calculation fees of 0.96% per
annum, deducted daily

See page 21 for additional information about the benchmarks indices referred to
on this page

                                                                              12
 
 

 
 



Structure Details

o    JPMorgan & Chase Co. Issued Note

o    24-Month Tenor; Issue Price: 100%

o    100% Participation

o    Additional Amount at maturity of 4.00%

o    Payout at Maturity:

             o Principal (100% x (1 + Underlying Return) + 4.00%)


o    Initial Underlying Value: Equally weighted average based on the underlying
     closing values on the 5 dates specified in the term sheet.

o    Ending Underlying Value: TBD; an equally weighted average of the underlying
     closing values on the 5 dates specified in the term sheet.


Risk Considerations:

o    Your investment in the notes may result in a loss

o    No protection against loss

o    Investments related to the value of commodities tend to be more volatile
     than traditional securities investments

o    Owning the notes involves the risks associated with momentum investment
     strategy

o    Owning the notes is not the same as owning the constituents or commodity
     futures contracts

o    The notes may be subject to increased volatility due to the use of leverage

o    Because the Core Commodity-IGAR may include notional short positions, the
     Core Commodity-IGAR may be subject to additional risks

o    See additional risk factors on pages 22-24.

--------------------------------------------------------------------------------
Hypothetical Payout at Maturity


   Ending        Proceeds from
 Underlying        Underlying         Additional                            Total Return
    Value            Return              Amount     Payment at Maturity          (%)
    130.0       $   300,000        $   40,000        $    1,340,000             34.0%
    128.0       $   280,000        $   40,000        $    1,320,000             32.0%
    126.0       $   260,000        $   40,000        $    1,300,000             30.0%
    124.0       $   240,000        $   40,000        $    1,280,000             28.0%
    122.0       $   220,000        $   40,000        $    1,260,000             26.0%
    120.0       $   200,000        $   40,000        $    1,240,000             24.0%
    118.0       $   180,000        $   40,000        $    1,220,000             22.0%
    116.0       $   160,000        $   40,000        $    1,200,000             20.0%
    114.0       $   140,000        $   40,000        $    1,180,000             18.0%
    112.0       $   120,000        $   40,000        $    1,160,000             16.0%
    110.0       $   100,000        $   40,000        $    1,140,000             14.0%
    108.0       $    80,000        $   40,000        $    1,120,000             12.0%
    106.0       $    60,000        $   40,000        $    1,100,000             10.0%
    104.0       $    40,000        $   40,000        $    1,080,000              8.0%
    102.0       $    20,000        $   40,000        $    1,060,000              6.0%
    100.0       $         0        $   40,000        $    1,040,000              4.0%
     98.0      ($    20,000)       $   40,000        $    1,020,000              2.0%
     96.0      ($    40,000)       $   40,000        $    1,000,000              0.0%
     94.0      ($    60,000)       $   40,000        $      980,000             -2.0%
     92.0      ($    80,000)       $   40,000        $      960,000             -4.0%
     90.0      ($   100,000)       $   40,000        $      940,000             -6.0%
     88.0      ($   120,000)       $   40,000        $      920,000             -8.0%
     86.0      ($   140,000)       $   40,000        $      900,000            -10.0%
     84.0      ($   160,000)       $   40,000        $      880,000            -12.0%
     82.0      ($   180,000)       $   40,000        $      860,000            -14.0%
     80.0      ($   200,000)       $   40,000        $      840,000            -16.0%
     78.0      ($   220,000)       $   40,000        $      820,000            -18.0%
     76.0      ($   240,000)       $   40,000        $      800,000            -20.0%
     74.0      ($   260,000)       $   40,000        $      780,000            -22.0%
     72.0      ($   280,000)       $   40,000        $      760,000            -24.0%
     70.0      ($   300,000)       $   40,000        $      740,000            -26.0%

For illustrative purposes only.

The table above assumes an Initial Underlying Value of 100 and an initial
investment of $1,000,000. The actual Initial Underlying Value will be the
arithmetic average of the Underlying closing values on each of five specified
averaging dates after the pricing date.


                                                                              13

 
 

 
 



Appendix

 
 
 

 
 



Core Commodity-IGAR: Hypothetical net exposure to commodities over time

Source: JPMorgan. Information is calculated for the period January 1991 to
October 2007. Core Commodity-IGAR data up to 15th September 2006 is
hypothetical, subsequent data is actual.

S&P GSCI(TM) refers to S&P GSCI(TM) Excess Return Index

Equally-weighted refers to the equally-weighted portfolio of all the S&P GSCI(TM)
Excess Return constituents described in slide 11 with monthly rebalancing

Returns for Core Commodity-IGAR are net of index calculation costs of 8bp per
month, while the performance of S&P GSCI(TM) and the equally-weighted portfolio do
not take into account any potential access/replication cost

Net long (resp. short) exposure to commodities means hypothetical historical
percentage long (resp. short) allocation of the Core Commodity-IGAR investment
portfolio in the investment universe described in slide 11

Net exposure is defined as the sum of the net long exposure and the net short
exposure; gross commodity exposure can exceed 100%


 
 

 
 



Performance Statistics

---------------------------------------------------------------------------------------------------
                 Core Commodity    S&P GSCI
                      IGAR        (R) Excess                                               4- WGBI
                                   Return            1- HFRI FoF  2- HFRI                   Hedged
                 (hypothetical)    Index       Cash  Diversified  Macro    3- CTA   S&P500   USD
---------------------------------------------------------------------------------------------------
Annualzied
compound return       9.2%            3.7%     4.0%      8.5%      15.4%    9.8%    10.4%    7.2%
Volatility           17.7%           18.7%     0.4%      6.0%       8.0%    9.4%    13.5%    3.0%
---------------------------------------------------------------------------------------------------
Max return           14.9%           16.4%     0.5%      7.7%       7.9%   14.5%    11.4%    3.5%
Min return          -20.6%          -14.5%     0.1%     -7.8%      -6.4%   -5.6%   -14.5%   -2.0%
Sharpe ratio         0.52             0.2                0.8        1.4     0.6      0.5     1.1
---------------------------------------------------------------------------------------------------
1991 performance      1.2%           -1.4%     5.1%     13.9%      47.0%   21.5%    25.0%   11.5%
1992 performance     -0.9%            0.8%     3.6%     10.3%      27.2%    9.9%     7.6%    7.9%
1993 performance      7.4%          -15.0%     3.1%     25.4%      53.3%   19.9%    10.1%   12.4%
1994 performance     13.1%            0.8%     4.2%     -3.1%      -4.3%   -0.7%     1.3%   -3.7%
1995 performance     -1.2%           13.8%     5.7%      7.8%      29.3%   15.1%    37.6%   18.1%
1996 performance     18.6%           27.2%     5.3%     12.8%       9.3%   14.6%    23.0%    8.7%
1997 performance    -20.4%          -18.4%     5.2%     13.7%      18.8%   10.1%    33.4%   10.6%
1998 performance     38.9%          -38.8%     5.1%     -5.5%       6.2%    9.4%    28.6%   11.0%
1999 performance     -4.3%           34.4%     4.7%     28.5%      17.6%    3.8%    21.0%    1.3%
2000 performance     25.0%           41.1%     6.0%      2.5%       2.0%    6.2%    -9.1%   10.7%
2001 performance     24.1%          -34.3%     4.1%      2.8%       6.9%    4.2%   -11.9%    6.3%
2002 performance    -13.4%           29.9%     1.7%      1.1%       7.4%   11.9%   -22.1%    8.0%
2003 performance     24.4%           19.5%     1.1%     11.4%      21.4%   13.2%    28.7%    2.0%
2004 performance     17.8%           15.7%     1.2%      7.2%       4.7%    4.3%    10.9%    4.8%
2005 performance     17.1%           21.6%     3.0%      7.5%       6.8%    5.0%     4.9%    5.1%
2006 performance      2.2%          -24.3%     4.9%      8.7%       6.4%    6.7%    14.5%    3.3%
2007 performance     22.4%           30.0%     4.6%      5.4%      12.5%    7.6%    -2.3%    7.8%
2008 performance      3.7%            9.6%     0.4%     -1.1%       4.0%    5.7%    -3.7%    0.7%
---------------------------------------------------------------------------------------------------

Source: JPMorgan

An investment in a Core Commodity-IGAR product does not represent a direct
investment in the underlying constituents, their corresponding components of the
S&P GSCI" Excess Return Index, or their underlying commodity futures contracts.

Time frame: Jan 1991 - Mar 2008

1- Hedge Fund Research Investment Fund of Funds index is not an investable index

2- Hedge Fund Research Investment Macro index is not an investable index

3- Center for International Securities and Derivatives Markets (CISDM) is not an
investable index

4- World Government Bond Index. This index includes most significant and liquid
government bond markets globally that have at least an investment grade rating

5- See page 21 for additional information about the benchmark indices referred
to on this page

Past Performance does not guarantee future results.

Please refer to the important notices including that in relation to
composite performance, and the certain risk factors herein.

                                                                              16
 
 

 
 



Correlation Matrix

Source: JPMorgan

An investment in a Core Commodity-IGAR does not represent a direct investment in
the underlying constituents, their corresponding components of the S&P GSCI"
Excess Return Index, or their underlying commodity futures contracts.

Time frame: Jan 1991 - Mar 2008; Excluding CTA for which data is available only
until Feb 2008

See page 10 for a description of the Core Commodity-IGAR hypothetical historical
information.

See page 21 for additional information about the benchmarks indices referred to
on this page

Past Performance does not guarantee future results.

Please refer to the important notices including that in relation to composite
performance, and the certain risk factors herein.

                                                                              17
 
 

 
 



Hypothetical Core Commodity-IGAR Long Leg Constituents 2007 / 2008

Note: Core Commodity-IGAR was established in April 2008

                                                                              18
 
 

 
 



Hypothetical Core Commodity-IGAR Short Leg Constituents 2007 / 2008

Note: Core Commodity-IGAR was established in April 2008

                                                                              19
 
 

 
 



Definitions of Terms

An annualized return is an investment return, discounted retroactively from a
cumulative figure, at which money, compounded annually, would reach the
cumulative total.

Beta is a measure of the volatility, or systematic risk, of a security or a
portfolio in comparison to the market as a whole. Beta is calculated using
regression analysis, and you can think of beta as the tendency of a security's
returns to respond to swings in the market. A beta of 1 indicates that the
security's price will move with the market. A beta less than 1 means that the
security will be less volatile than the market. A beta greater than 1 indicates
that the security's price will be more volatile than the market. For example, if
a stock's beta is 1.2, it's theoretically 20% more volatile than the market.

Correlation is a statistical measure of the degree to which the movements of two
variables are randomly related. Correlation can range from -1.0 to 1.0 with 1.0
indicating a perfect positive correlation and -1.0 indicating a perfect negative
correlation. Down Capture is the ratio of the portfolio return to the market
return when the market declines.

The Sharpe ratio is a return/risk measure, where the return (the numerator) is
defined as the incremental average monthly return of an investment over the risk
free rate. Risk (the denominator) is defined as the standard deviation of the
monthly investment returns less the risk free rate. A risk free rate of 4% was
used to calculate the Sharpe ratio. Values are presented in annualized terms;
annualized Sharpe ratios are calculated by multiplying the monthly Sharpe ratio
by the square root of twelve.

Up Capture is the ratio of the portfolio return to the market return when the
market rises.

Volatility is a statistical measure of the dispersion of returns for a given
security or market index. A higher volatility means that a security's value can
potentially be spread out over a larger range of values. This means that the
price of the security can change dramatically over a short time period in either
direction. Whereas a lower volatility would mean that a security's value does
not fluctuate dramatically, but changes in value at a steady pace over a period
of time.

                                                                              20
 
 

 
 



Definitions of Indices

All index performance information has been obtained from third parties and
should not be relied upon as being complete or accurate.

Indices are shown for comparison purposes only. They are not investment products
available for purchase. Indices are unmanaged and generally do not take into
account fees or expenses or employ special investment techniques such as
leveraging or short selling. Furthermore, while some hedge fund indices may
provide useful indications of the general performance of the hedge fund industry
or particular hedge fund strategies, all hedge fund indices are subject to
selection, valuation, survivorship and entry biases, and lack transparency with
respect to their proprietary computations.

The S&P 500 Index ("S&P 500") consists of 500 stocks chosen for market size,
liquidity and industry group representation. It is a market-value weighted index
(stock price times number of shares outstanding), with each stock's weight in
the Index proportionate to its market value. All returns include reinvested
dividends except where indicated otherwise.

The Lehman Brothers Aggregate Bond Index represents securities that are U.S.
domestic, taxable and dollar denominated. The index covers the U.S. investment
grade fixed rate bond market, with index components for government and corporate
securities, mortgage pass-through securities, and asset-backed securities. These
major sectors are subdivided into more specific indices that are calculated and
reported on a regular basis Hedge Fund Research Composite Index ("HFRI") is a
widely used fund-weighted industry benchmark, although the exact composition of
this index remains proprietary. The results above are compiled from the hedge
funds in HFRI's database. HFRI performance reporting began in January 1990. The
single-strategy proxies for Relative Value, Event Driven, Macro, Short selling,
Trading/Opportunistic, and Equity Long Bias were all derived from the
single-strategy indices of the Hedge Fund Research, Inc. All index definitions
can be found at www.hedgefundresearch.com The MSCI World Index is a free
float-adjusted market capitalization index that is designed to measure global
developed market equity performance. The MSCI World Index consists of the
following 23 developed market country indices: Australia, Austria, Belgium,
Canada, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Italy,
Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden,
Switzerland, the United Kingdom and the United States.

CISDM CTA Asset Weighted Index - The CISDM CTA Asset Weighted Index reflects the
dollar-weighted performance of Core Commodity Trading Advisors (CTAs) reporting
to the CISDM Hedge Fund/CTA Database. CTAs trade a wide variety of OTC and
exchange traded forward, futures and options markets (e.g., physicals, currency,
financial) based on a wide variety of trading models. In order to be included in
the asset weighted index universe, a CTA must have at least $500,000 under
management and at least a 12-month track record.


World Government Bond Index is an index of Government Bonds from across the
world. To be eligible for inclusion an issue must have US $20 Billion, EUR15
Billion, and JPY 2.5 trillion for three consecutive. Once an issue satisfies the
criteria it will be added to the WGBI beginning with the next month. The index
is hedged into US Dollars.

                                                                              21
 
 

 
 



Important Risk Factors

Your investment in the notes may result in a loss - The notes described above do
not guarantee any return of principal (other than the Additional Amount). The
return on the notes is linked to the performance of the Core Commodity-IGAR,
which is also referred to as the Underlying, and will depend on whether, and the
extent to which, the Underlying Return is positive or negative. Your investment
in any such notes will be fully exposed to any decline in the Ending Underlying
Value, as compared to the Initial Underlying Value, provided that the final
payment at maturity will not be less than zero, although in all cases you will
receive the Additional Amount at maturity.

No protection against loss - If the Underlying Return is negative, at maturity,
if you purchase the notes described above, you will receive less than the
principal amount of the notes. For each 1% that the Ending Underlying Value
declines relative to the Initial Underlying Value, you will lose 1% of your
investment in the notes, although in all cases you will receive the Additional
Amount at maturity.

The Initial Underlying Value may be determined after the pricing date of the
notes - The Initial Underlying Value may be determined based on the arithmetic
average of the Underlying closing values on specified dates, which are referred
to as the Initial Averaging Dates. However, some or all of the Initial Averaging
Dates may occur following the pricing date of the notes described above; as a
result, the Initial Underlying Value will not be determined, and you will
therefore not know the Initial Underlying Value, until after the pricing date.
Any increase in the Underlying closing values on the Initial Averaging Dates
(relative to the Underlying closing values before the pricing date) may
establish a higher level that the Core Commodity-IGAR must achieve for you to
obtain a positive return on your investment or avoid a loss of principal at
maturity.

Investments related to the value of commodities tend to be more volatile than
traditional securities investments - The market values of commodities tend to be
highly volatile. Commodity market values are not related to the value of a
future income or earnings stream, as tends to be the case with fixed-income and
equity investments, but are subject to variables of specific application to
commodities markets. These variables include changes in supply and demand
relationships, governmental programs and policies, national and international
monetary, trade, political and economic events, changes in interest and exchange
rates, speculation and trading activities in commodities and related contracts,
weather, and agricultural, trade, fiscal and exchange control policies. These
factors may have a larger impact on commodity prices and commodity-linked
instruments than on traditional fixed-income and equity securities. These
variables may create additional investment risks that cause the value of the
notes described above to be more volatile than the values of traditional
securities. These and other factors may affect the levels of the constituents
included from time to time in Core Commodity-IGAR, and thus the value of your
notes, in unpredictable or unanticipated ways. The Core Commodity-IGAR provides
one avenue for exposure to commodities. The high volatility and cyclical nature
of commodity markets may render these investments inappropriate as the focus of
an investment portfolio.

Owning the notes involves the risks associated with Core Commodity-IGAR_s
momentum investment strategy - The Core Commodity-IGAR employs a mathematical
model intended to implement what is generally known as a momentum investment
strategy, which seeks to capitalize on consistent positive and negative market
price trends based on the supposition that consistent positive and negative
market price trends may continue. This strategy is different from a strategy
that seeks long-term exposure to a portfolio consisting of constant components.
The Core Commodity-IGAR strategy may fail to realize gains that could occur as a
result of holding a commodity that has experienced price declines, but after
which experiences a sudden price spike, or has experienced price increases, but
after which experiences a sudden price decline. Further, the rules of the Core
Commodity-IGAR limit exposure to rapidly appreciating or depreciating
constituents. This is because the Core Commodity-IGAR rebalances its exposure to
constituents each month so that the exposure to any one constituent does not
exceed one-seventh of the total long or short synthetic portfolio as of the time
of a monthly rebalancing. By contrast, a synthetic portfolio that does not
rebalance monthly in this manner could see greater compounded gains over time
through exposure to a consistently and rapidly appreciating or depreciating
constituent. Because the rules of the Core Commodity-IGAR limit the synthetic
portfolio to holding only to constituents that have shown consistent positive or
negative price appreciation, the synthetic portfolio may experience periods
where it holds few or no constituents, and therefore is unlikely during such
periods to achieve returns that exceed the returns realized by other investment
strategies, or be able to capture gains from other appreciating or depreciating
assets in the market that are not included in the universe of constituents.

                                                                              22
 
 

 
 



Important Risk Factors (cont.)

Owning the notes is not the same as owning the constituents or commodities
contracts - The return on the notes described above will not reflect the return
you would realize if you actually held or sold short the commodity contracts
replicating the constituents of the Core Commodity-IGAR. The Core Commodity-IGAR
synthetic portfolio is a hypothetical construct that does not hold any
underlying assets of any kind. As a result, a holder of the notes will not have
any direct or indirect rights to any commodity contracts or interests in the
constituents. Furthermore, the Core Commodity-IGAR synthetic portfolio is
subject to monthly rebalancing and the assessment of a daily index calculation
fee that will reduce its value relative to the value of the constituents.

The notes may be subject to increased volatility due to the use of leverage -
The Core Commodity-IGAR employs a technique generally known as "long-short"
strategy. As part of this strategy, if the short leg of the Core Commodity-IGAR
is not de-activated, the sum of the absolute values of the conditional
long-short target weights may be greater than 1 and, consequently, the Core
Commodity-IGAR may include leverage. Where the synthetic portfolio is leveraged,
any price movements in the commodity contracts replicating the constituents may
result in greater changes in the value of the Core Commodity-IGAR than if
leverage was not used, which in turn could cause an investor in the notes
described above to receive a lower payment at maturity than he/she would
otherwise receive.

Because the Core Commodity-IGAR may include notional short positions, the Core
Commodity-IGAR Index may be subject to additional risks - The Core
Commodity-IGAR Index employs a technique generally known as _long-short_
strategy. This means the Core Commodity-IGAR Index could include a number of
notional long positions and a number of notional short positions. Unlike long
positions, short positions are subject to unlimited risk of loss because there
is no limit on the amount by which the price that the relevant asset may
appreciate before the short position is closed. Although the minimum payment at
maturity is $0, it is possible that any notional short position included in the
Core Commodity-IGAR may appreciate substantially with an adverse impact on the
Core Commodity-IGAR value and the notes described above.

Core Commodity-IGAR Lacks an operating history - The Core Commodity-IGAR was
established on April 15, 2008, and therefore lacks historical performance.
Back-testing or similar analysis in respect of the Core Commodity-IGAR must be
considered illustrative only and may be based on estimates or assumptions not
used by the calculation agent when determining the Core Commodity-IGAR values.

No interest payments - As a holder of the notes described above, an investor
will not receive any interest payments.

Lack of Liquidity - The notes described above will not be listed on any
securities exchange. There may be no secondary market for such notes, and J.P.
Morgan Securities Inc., which is also referred to as JPMSI, would not be
required to purchase notes in the secondary market. Even if there is a secondary
market, it may not provide enough liquidity to allow you to trade or sell any
notes issued by JPMorgan Chase & Co. easily. Because other dealers are not
likely to make a 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
JPMSI is willing to buy the notes.

Certain built-in costs are likely to adversely affect the value of the notes
prior to maturity - While the payment at maturity described above would be based
on the full principal amount of any notes sold by JPMorgan Chase & Co., the
original issue price of the notes includes an agent's commission and the cost of
hedging its obligations under the notes through one or more of JPMorgan Chase &
Co.'s affiliates. As a result, the price, if any, at which JPMSI will be willing
to purchase notes from you in secondary market transactions, if at all, will
likely be lower than the original issue price, and any sale prior to the
maturity date could result in a substantial loss to you. The notes are not
designed to be short-term trading instruments. Accordingly, you should be able
and willing to hold any notes that JPMorgan Chase & Co. ultimately issues to
maturity.

                                                                              23
 
 

 
 



Important Risk Factors (cont.)

Potential conflicts " JPMorgan Chase & Co. and its affiliates play a variety of
roles in connection with the issuance of the notes, including acting as the
calculation agent for the Core Commodity-IGAR " the entity that calculates Core
Commodity-IGAR values, and acting as calculation agent for any notes issued by
JPMorgan Chase & Co., and hedging JPMorgan Chase & Co.'s obligations under the
notes. In performing these duties, the economic interests of the calculation
agent for Core Commodity-IGAR, the calculation agent for any notes issued by
JPMorgan Chase & Co., and other affiliates of JPMorgan Chase & Co. are
potentially adverse to your interests as an investor in the notes.

Many economic and market factors will affect the value of the notes _ In
addition to the Underlying closing value on any day, the value of the notes
described above will be affected by a number of economic and market factors that
may either offset or magnify each other, including:


o    the volatility in the Underlying and its constituents;

o    the time to maturity of such notes;o the market price of the physical
     commodities upon which the futures contracts that compose the constituents
     are based;

o    interest and yield rates in the market generally;

o    economic, financial, political, regulatory, geographical, agricultural,
     meteorological or judicial events that affect the commodities underlying
     the constituents or markets generally and which may affect the value of the
     commodity futures contracts, and thus the closing levels of the
     constituents; and

o    JPMorgan Chase & Co.'s creditworthiness, including actual or anticipated
     downgrades in its credit ratings.

                                                                              24
 
 

 
 



IMPORTANT NOTICE RELATING TO COMPOSITE PERFORMANCE OF INDICES (REPLICATING THE
HYPOTHETICAL HISTORICAL PERFORMANCE OF THE CORE COMMODITY-IGAR AND THE S&P GSCI"
EXCESS RETURN INDEX )

Any historical composite performance record included in this Presentation is
hypothetical and it should be noted that the constituents have not traded
together in the manner shown in the composite historical replication of the Core
Commodity-IGAR. Hypothetical performance results have many inherent limitations,
some of which are described below. No representation is being made that the Core
Commodity-IGAR will achieve a composite performance record similar to that
shown. In fact, there are frequently sharp differences between a hypothetical
historical composite performance record and the actual record of the combination
of those underlying elements subsequently achieved.

It should be noted that certain important assumptions have been used in
compiling the back-testing information included in this Presentation. In
considering the "historical" hypothetical performance of the Core
Commodity-IGAR, it has been assumed that rebalancing could occur
instantaneously: in the Core Commodity-IGAR going forward there is in fact a
delay between the rotational selection of weighting for the constituents and the
implementation of that weighting in the Core Commodity-IGAR basket.

Any "back-testing" information provided herein is illustrative only and derived
from proprietary models based on certain historic data (which may or may not
correspond with the historic data that someone else would use to back-test this
product) and assumptions and estimates (not all of which may be specified
herein, which are subject to change without notice and which may not accurately
reflect the characteristics of the product described herein). Without limiting
the generality of the foregoing, JPMorgan has assumed historical monthly
observation points and data: reference to different observation points might
have produced different results over time.

In addition, the sub-components used in the back-testing do not necessarily
match over the full hypothetical historical period the historical composition of
the S&P GSCI" EXCESS RETURN INDEX . Those constituents of the Core
Commodity-IGAR(that is, constituents of the S&P GSCI" EXCESS RETURN INDEX )
which have not formed part of the S&P GSCI" EXCESS RETURN INDEX throughout the
hypothetical historical period used for back-testing, have been ascribed an
excess return over cash of zero (0). More generally, the results obtained from
different models, assumptions, estimates and/or historic data may be materially
different from the results presented herein and such _back-testing_ information
should not be considered indicative of the actual results that might be obtained
from an investment or participation in a financial instrument or transaction
referencing the product described herein.

                                                                              25
 
 

 
 



Important Risk Factors

This material is intended to inform you of products and services offered by
JPMorgan Private Bank. "JPMorgan Private Bank" is the marketing name for the
private banking business conducted by JPMorgan Chase & Co. and its subsidiaries
worldwide. JPMorgan Chase Bank, N.A. and J.P. Morgan Trust Company, N.A. are
members of the FDIC. J. P. Morgan Securities Inc. ("JPMSI") is a broker-dealer
and member of the NYSE, NASD (and other national and regional exchanges) and
SIPC. Brokerage services are offered through JPMSI and its brokerage affiliates.
The broker-dealers are not banks and are separate legal entities from their bank
affiliates. Investment management services are provided through JPMorgan Chase
Bank, N.A., J.P. Morgan Trust Company, N.A. and their affiliates. JPMorgan Chase
& Co. may operate various other broker-dealers or investment advisory entities.
In the U.S., private bankers are registered representatives of JPMSI.

Certain assumptions may have been made in this analysis which have resulted in
any returns detailed herein. No representation is made that any returns
indicated will be achieved. Changes to the assumptions may have a material
impact on any returns detailed. JPMSI may act as market maker in financial
instruments or markets relevant to structured products. JPMSI may engage in
hedging or other operations in such markets relevant to its structured products
or options exposures. Neither structured products nor options are insured by the
Federal Deposit Insurance Corporation (FDIC), the Federal Reserve Board, or any
other governmental agency.

Results and risks are based solely on hypothetical examples cited; actual
results and risks will vary depending on the specific circumstances. Investors
are urged to consider carefully whether structured products or option products
in general, as well as the products discussed herein, are suitable to their
needs. "S&P GSCITM" is a trademark of Standard and Poor"s Corporation and has
been licensed for use by JPMorgan Chase Bank, N.A.. Derivative transactions
entered into with JPMorgan are not sponsored, endorsed, sold, or promoted by
Standard & Poor's Corporation and Standard & Poor"s Corporation makes no
representation regarding the advisability of entering into any derivative
transactions indexed to the S&P GSCI". See also the risk discussions included in
this presentation.

Any of the broker-dealers may hold a position or act as market maker in the
financial instruments of any issuer discussed herein or act as an underwriter,
placement agent, advisor or lender to such issuer.

If reference is made to a product or service offered by the broker-dealers, the
obligations and the securities sold, offered or recommended are not deposits and
are not insured by the FDIC, the Federal Reserve Board, or any other
governmental agency. The broker-dealers are not banks and are separate legal
entities from their bank affiliates. The obligations of the broker-dealers are
not obligations of their bank or thrift affiliates (unless explicitly stated
otherwise), and these affiliates are not responsible for securities sold,
offered or recommended by the broker-dealer. The foregoing also applies to our
other non-bank, non-thrift affiliates. FDIC insurance and domestic deposit
preference are not applicable to deposits or other obligations of our bank
branches or banking affiliates outside the United States.

The views and strategies described herein may not be suitable for all investors.
This material is distributed with the understanding that we are not rendering
accounting, legal or tax advice. You should consult with your independent
advisors concerning such matters.

In discussion of options and other strategies, results and risks are based
solely on the hypothetical examples cited; actual results and risks will vary
depending on specific circumstances. Investors are urged to consider carefully
whether option or option-related products in general, as well as the products or
strategies discussed in this brochure are suitable to their needs. In actual
transactions, the client's counterparty for OTC derivatives applications is
JPMorgan Chase Bank, N.A., London branch. For a copy of the "Characteristics and
Risks of Standardized Options" booklet, please contact your private banker.

We believe the information contained in this material to be reliable. The
opinions, estimates, and investment strategies and views expressed in this
document constitute the judgment of our investment strategists dedicated to
private clients, based on current market conditions and are subject to change
without notice. This material is not the product of JPMorgan's research
department. As such, it should not be regarded as research or a research report.
Opinions expressed herein may differ from the opinions expressed by other areas
of JPMorgan, including research. The investment strategies and views stated here
may differ from those expressed for other purposes or in other contexts by other
JPMorgan market strategists.

Past performance is not indicative of comparable future results. The investments
discussed may fluctuate in price or value. Investors may get back less than they
invested. Changes in rates of exchange may have an adverse effect on the value
of investments.

Notwithstanding anything to the contrary, each recipient of this presentation,
and each employee, representative or other agent of such recipient may disclose
to any and all persons, without limitation of any kind, the U.S. income and
franchise tax treatment and the U.S. income and franchise tax structure of the
transactions contemplated hereby and all materials of any kind (including
opinions or other tax analyses) that are provided to such recipient relating to
such tax treatment and tax structure insofar as such treatment and/or structure
relates to a U.S. income or franchise tax strategy provided to such recipient by
JPMorgan Chase & Co. and its subsidiaries.

Past performance is no guarantee of future results.

Additional information is available upon request.


(C) 2008 JPMorgan Chase & Co.

                                                                              26
 
 

 
 



Important Information

IRS Circular 230 Disclosure:

JPMorgan Chase & Co. and its affiliates do not provide tax advice. Accordingly,
any discussion of U.S. tax matters contained herein (including any attachments)
is not intended or written to be used, and cannot be used, in connection with
the promotion, marketing or recommendation by anyone unaffiliated with JPMorgan
Chase & Co. of any of the matters addressed herein or for the purpose of
avoiding U.S. tax-related penalties.

Securities (including mutual funds) are not bank deposits and are not FDIC
insured, nor are they obligations of or guaranteed by JPMorgan Chase Bank, N.A.
or its affiliates. Securities (including mutual funds) involve investment risks,
including the possible loss of the principal amount invested.

(C) 2008 JPMorgan Chase & Co.