Final Prospectus

On May 30, 2008, JPMorgan Chase & Co. (“JPMorgan Chase”) completed the acquisition of The Bear Stearns Companies Inc. (“Bear Stearns”), and now holds 100% of its common stock. In an effort to simplify the capital structure of JPMorgan Chase and its subsidiaries and for corporate reorganizational and other planning purposes, JPMorgan Chase has approved a merger of BSC Merger Corporation II, a wholly-owned subsidiary of JPMorgan Chase, with and into Bear Stearns. Upon completion of the merger, each share of the Bear Stearns 6.15% Cumulative Preferred Stock, Series E, 5.72% Cumulative Preferred Stock, Series F and 5.49% Cumulative Preferred Stock, Series G (which we collectively refer to as the Bear Stearns preferred stock) will automatically be converted into a newly issued share of JPMorgan Chase preferred stock having substantially identical terms to the corresponding series of Bear Stearns preferred stock (respectively, JPMorgan Chase’s 6.15% Cumulative Preferred Stock, Series E (or the Series E Mirror Preferred), 5.72% Cumulative Preferred Stock, Series F (or the Series F Mirror Preferred) and 5.49% Cumulative Preferred Stock, Series G (or the Series G Mirror Preferred)). In this document, we refer to the Series E Mirror Preferred, the Series F Mirror Preferred and the Series G Mirror Preferred collectively as the JPMorgan Chase mirror preferred stock.

JPMorgan Chase has approved the merger as the sole stockholder of the common stock of Bear Stearns. Holders of Bear Stearns preferred stock are not entitled to vote on the merger and need not take any action today. We Are Not Asking You for a Proxy and You are Requested Not To Send Us a Proxy.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the JPMorgan Chase mirror preferred stock to be issued under this document or determined if this document is accurate or adequate. Any representation to the contrary is a criminal offense.

The date of this document is June 13, 2008, and it is first being mailed to Bear Stearns preferred stockholders on or about June 16, 2008.

This document incorporates important business and financial information about JPMorgan Chase and Bear Stearns from documents that are not included in or delivered with this document. You can obtain documents incorporated by reference in this document, other than certain exhibits to those documents, by requesting them in writing or by telephone from the appropriate company at the following address:

SUMMARY

This summary highlights selected information from this document. It may not contain all of the information that is important to you. We urge you to carefully read the entire document, including the appendices, and the other documents to which we refer in order to fully understand the merger and the related transactions. See “Where You Can Find More Information” on page 19. Each item in this summary refers to the page of this document on which that subject is discussed in more detail.

The Merger

On May 30, 2008, JPMorgan Chase & Co. (“JPMorgan Chase”) completed the acquisition of The Bear Stearns Companies (“Bear Stearns”), and now holds 100% of its common stock. In an effort to simplify the capital structure of JPMorgan Chase and its subsidiaries and for corporate reorganizational and other planning purposes, JPMorgan Chase has approved a merger of BSC Merger Corporation II, a wholly-owned subsidiary of JPMorgan Chase, with and into Bear Stearns. Upon completion of the merger, each share of Bear Stearns’ 6.15% Cumulative Preferred Stock, Series E, 5.72% Cumulative Preferred Stock, Series F and 5.49% Cumulative Preferred Stock, Series G (which we collectively refer to as the Bear Stearns preferred stock) will automatically be converted into a newly issued share of JPMorgan Chase preferred stock having substantially identical terms to the corresponding series of Bear Stearns preferred stock (respectively, the Series E Mirror Preferred, the Series F Mirror Preferred and the Series G Mirror Preferred). In this document, we refer to the Series E Mirror Preferred, the Series F Mirror Preferred and the Series G Mirror Preferred collectively as the JPMorgan Chase mirror preferred stock.

Each outstanding share of Bear Stearns preferred stock is presently represented by depositary shares, each of which we refer to as a Bear Stearns depositary share, that are listed on the New York Stock Exchange and represent a one-fourth interest in a share of Bear Stearns preferred stock. Upon completion of the merger, JPMorgan Chase will assume the obligations of Bear Stearns under the (i) Deposit Agreement, dated as of January 15, 1998, between Bear Stearns, Chase Mellon Shareholder Services L.L.C., as depositary, and the holders from time to time of depositary receipts (relating to the Bear Stearns Series E preferred stock), (ii) the Deposit Agreement, dated as of April 21, 1998, between Bear Stearns, Chase Mellon Shareholder Services L.L.C., as depositary, and the holders from time to time of depositary receipts (relating to the Bear Stearns Series F preferred stock) and (iii) the Deposit Agreement, dated as of June 19, 1998, between Bear Stearns, Chase Mellon Shareholder Services L.L.C., as depositary, and the holders from time to time of depositary receipts (relating to the Bear Stearns Series G preferred stock). JPMorgan Chase will instruct the depositary under each of the deposit agreements to treat the shares of JPMorgan Chase mirror preferred stock received by it in exchange for shares of Bear Stearns preferred stock as newly deposited securities under the applicable deposit agreement. In accordance with the terms of the relevant deposit agreement, the Bear Stearns depositary shares will thereafter represent the shares of the relevant series of JPMorgan Chase mirror preferred stock. JPMorgan Chase expects that such depositary shares will continue to be listed on the New York Stock Exchange upon completion of the merger under a new name and traded under a new symbol. JPMorgan Chase expects to complete the merger on the date that is 20 business days following the effectiveness of the registration statement of which this prospectus is part.

No Vote Required (page 10)

Material Federal Income Tax Consequences (page 11)

The merger generally will be a taxable transaction to you, and you will generally recognize gain or loss in an amount equal to the difference, if any, between (i) the value of the JPMorgan Chase mirror preferred stock received in the merger and (ii) your adjusted tax basis in the shares of Bear Stearns preferred stock exchanged in the merger.

The federal income tax consequences described above may not apply to all holders of Bear Stearns preferred stock. Your tax consequences will depend on your individual situation. Accordingly, we strongly urge you to consult your tax advisor for a full understanding of the particular tax consequences of the merger to you.

Holders of Bear Stearns Preferred Stock Do Not Have Appraisal Rights (page 10)

Appraisal rights are statutory rights that, if applicable under law, enable stockholders to dissent from an extraordinary transaction, such as a merger, and demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the extraordinary transaction. Appraisal rights are not available in all circumstances, and exceptions to these rights are provided under the Delaware General Corporation Law. As a result of one of these exceptions, the holders of Bear Stearns preferred stock are not entitled to appraisal rights in the merger.

Comparison of Stockholder Rights (page 17)

The rights of the holders of Bear Stearns preferred stock will be substantially the same following the merger, except that those rights and preferences will be with respect to JPMorgan Chase rather than Bear Stearns.

Information about the Companies (page 9)

JPMorgan Chase & Co.

JPMorgan Chase is a financial holding company incorporated under Delaware law in 1968. JPMorgan Chase is one of the largest banking institutions in the United States, with operations in more than 60 countries and, as of March 31, 2008, approximately $1.6 trillion in total consolidated assets and approximately $123 billion in stockholders’ equity.

JPMorgan Chase’s principal bank subsidiaries are JPMorgan Chase Bank, National Association, a national banking association with U.S. branches in 17 states, and Chase Bank USA, National Association, a national banking association that is JPMorgan Chase’s credit card–issuing bank. JPMorgan Chase’s principal nonbank subsidiaries are J.P. Morgan Securities Inc. and The Bear Stearns Companies Inc. The bank and nonbank subsidiaries of JPMorgan Chase operate nationally as well as through overseas branches and subsidiaries, representative offices and subsidiary foreign banks. The firm is a leader in investment banking, financial services for consumers, small business and commercial banking, financial transaction processing, asset management, and private equity. A component of the Dow Jones Industrial Average, JPMorgan Chase serves millions of consumers in the United States and many of the world’s most prominent corporate, institutional and government clients under its JPMorgan and Chase brands. The principal executive offices of JPMorgan Chase are located at 270 Park Avenue, New York, New York 10017, and its telephone number is (212) 270-6000. JPMorgan Chase’s website is www.jpmorganchase.com.

Additional information about JPMorgan Chase and its subsidiaries is included in documents incorporated by reference in this document. See “Where You Can Find More Information” on page 19.

The Bear Stearns Companies Inc.

The Bear Stearns Companies Inc., a subsidiary of JPMorgan Chase, was incorporated under the laws of the State of Delaware on August 21, 1985 and succeeded on October 29, 1985 to the business of Bear, Stearns & Co., a New York limited partnership. Bear Stearns is a holding company that through its broker-dealer and international bank subsidiaries, principally Bear, Stearns & Co. Inc., Bear, Stearns Securities Corp., Bear, Stearns International Limited and Bear Stearns Bank plc engages in investment banking, securities and derivatives trading and clearance and brokerage activities, serving corporations, governments, institutional and individual investors worldwide. The principal executive offices of Bear Stearns are located at 383 Madison Avenue, New York, New York 10179, and its telephone number is (212) 272-2000.

The selected consolidated historical financial data of JPMorgan Chase have been derived from the historical consolidated financial statements and related notes of JPMorgan Chase filed by JPMorgan Chase with the SEC. See “Where You Can Find More Information” beginning on page 19.

The selected historical financial data of Bear Stearns have been derived from the historical consolidated financial statements and related notes of Bear Stearns filed by Bear Stearns with the SEC. See “Where You Can Find More Information” beginning on page 19.

From time to time, the JPMorgan Chase has made and will make forward-looking statements. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements often use words such as “anticipate,” “target,” “expect,” “estimate,” “intend,” “plan,” “goal,” “believe,” or other words of similar meaning. Forward-looking statements provide JPMorgan Chase’s current expectations or forecasts of future events, circumstances, results or aspirations. JPMorgan Chase’s disclosures in this report contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. JPMorgan Chase also may make forward-looking statements in its other documents filed or furnished with the Securities and Exchange Commission (“SEC”). In addition, JPMorgan Chase’s senior management may make forward-looking statements orally to analysts, investors, representatives of the media and others.

All forward-looking statements are, by their nature, subject to risks and uncertainties, many of which are beyond JPMorgan Chase’s control. JPMorgan Chase’s actual future results may differ materially from those set forth in its forward-looking statements. While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual results to differ from those in the forward-looking statements.

Any forward-looking statements made by or on behalf of JPMorgan Chase speak only as of the date they are made and JPMorgan Chase does not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the date the forward-looking statement was made. The reader should, however, consult any further disclosures of a forward-looking nature JPMorgan Chase may make in any subsequent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q or Current Reports on Form 8-K.

Additional information about JPMorgan Chase and its subsidiaries is included in documents incorporated by reference in this document. See “Where You Can Find More Information” on page 19.

Additional information about Bear Stearns and its subsidiaries is included in documents incorporated by reference in this document. See “Where You Can Find More Information” on page 19.

BSC Merger Corporation II, a wholly-owned subsidiary of JPMorgan Chase, was formed solely for the purpose of consummating the merger. BSC Merger Corporation II has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the merger agreement. The principal executive offices of BSC Merger Corporation II are located at 270 Park Avenue, New York, New York 10017, and its telephone number is (212) 270-6000.

On May 30, 2008, we completed the acquisition of Bear Stearns, and now hold 100% of its common stock.

In an effort to simplify the capital structure of JPMorgan Chase and our subsidiaries and for corporate reorganizational and other planning purposes, we have approved a merger of BSC Merger Corporation II, a wholly-owned subsidiary of JPMorgan Chase, with and into Bear Stearns. Upon completion of the merger, each share of Bear Stearns preferred stock will automatically be converted into a newly issued share of JPMorgan Chase mirror preferred stock having substantially identical terms to the corresponding series of Bear Stearns preferred stock.

Each outstanding share of Bear Stearns preferred stock is presently represented by depositary shares that are listed on the New York Stock Exchange and represent a one-fourth interest in a share of Bear Stearns preferred stock. Upon completion of the merger, JPMorgan Chase will assume the obligations of Bear Stearns under (i) the Deposit Agreement, dated as of January 15, 1998, between Bear Stearns, Chase Mellon Shareholder Services L.L.C., as depositary, and the holders from time to time of depositary receipts (relating to the Bear Stearns Series E preferred stock), (ii) the Deposit Agreement, dated as of April 21, 1998, between Bear Stearns, Chase Mellon Shareholder Services L.L.C., as depositary, and the holders from time to time of depositary receipts (relating to the Bear Stearns Series F preferred stock) and (iii) the Deposit Agreement, dated as of June 19, 1998, between Bear Stearns, Chase Mellon Shareholder Services L.L.C., as depositary, and the holders from time to time of depositary receipts (relating to the Bear Stearns Series G preferred stock). JPMorgan Chase will instruct the depositary under each of the deposit agreements to treat the shares of JPMorgan Chase mirror preferred stock received by it in exchange for shares of Bear Stearns preferred stock as newly deposited securities under the applicable deposit agreement. In accordance with the terms of the relevant deposit agreement, the Bear Stearns depositary shares will thereafter represent the shares of the relevant series of JPMorgan Chase mirror preferred stock. JPMorgan Chase expects that such depositary shares will continue to be listed on the New York Stock Exchange upon completion of the merger, under a new name and traded under a new symbol.

NO ACTION ON YOUR PART IS NECESSARY TO EFFECT THE CONVERSION OF THE PREFERRED STOCK.

Bear Stearns’ Preferred Stockholders Do Not Have Dissenters’ Appraisal Rights in the Merger

Appraisal rights are statutory rights that, if applicable under law, enable stockholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the extraordinary transaction. Appraisal rights are not available in all circumstances, and exceptions to these rights are provided under the Delaware General Corporation Law.

Unless the certificate of incorporation otherwise provides (and the restated certificate of incorporation, as amended of Bear Stearns does not so provide), Delaware law provides that no appraisal rights are available for shares of any class or series of stock, which stock, at the record date fixed to determine the stockholders entitled to receive notice of and vote at a meeting of stockholders to act upon an agreement and plan of merger, was either listed on a national securities exchange or held of record by more than 2,000 holders. Notwithstanding the foregoing, appraisal rights are available for shares of any class or series of stock if the holders thereof are required by the terms of an agreement and plan of merger to accept for such stock anything except (1) shares or depository receipts of another corporation which at the effective date of the merger or consolidation will be either listed on a national securities exchange or held of record by more than 2,000 holders, (2) shares of stock or depositary receipts of the surviving corporation in the merger or consolidation, (3) cash for fractional shares or (4) any combination of (1)-(3).

Consequently, because the Bear Stearns preferred stock is listed on the NYSE and the JPMorgan Chase mirror preferred stock into which Bear Stearns preferred stock will be converted pursuant to the merger will also be listed on the NYSE, Bear Stearns’ preferred stockholders do not have dissenters’ appraisal rights in the merger with respect to their shares of Bear Stearns preferred stock.

The following description of the merger agreement is subject to, and qualified in its entirety by reference to, the merger agreement, attached to this document as Appendix A, which is incorporated by reference into this document.

JPMorgan Chase, as the sole stockholder of the common stock of Bear Stearns, has approved and adopted the merger agreement, which provides for the merger of Merger Sub with and into Bear Stearns. Bear Stearns will be the surviving corporation in the merger as a wholly owned subsidiary of JPMorgan Chase. Each share of the common stock of the Merger Sub shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor. Each share of common stock, par value $1.00 per share, of Bear Stearns issued and outstanding prior to the Merger shall remain issued and outstanding following the Merger and shall continue to be owned by JPMorgan Chase. Each share of Bear Stearns preferred stock will automatically be converted into a newly issued share of JPMorgan Chase mirror preferred stock having substantially identical terms to the corresponding series of Bear Stearns preferred stock.

The sole condition to the completion of the merger is that the registration statement of which this document is a part has been declared effective under the Securities Act of 1933 by the SEC and 20 business days have elapsed after such effectiveness has been declared.

At the effective time of the merger, the amended and restated certificate of incorporation, as amended of Bear Stearns as set forth in Exhibit A to the merger agreement shall be the certificate of incorporation of Bear Stearns after completion of the merger until thereafter amended in accordance with the provisions thereof and applicable law. The bylaws of Bear Stearns in effect immediately prior to the effective time shall be the bylaws of Bear Stearns after completion of the merger until thereafter changed or amended in accordance with the provisions thereof and applicable law.

The following general discussion sets forth certain material United States federal income tax consequences of the merger to U.S. holders (as defined below) of Bear Stearns preferred stock that exchange their shares of Bear Stearns preferred stock for corresponding shares of JPMorgan Chase mirror preferred stock in the merger. This discussion does not address any tax consequences arising under the laws of any state, local or foreign jurisdiction, or under any United States federal laws other than those pertaining to income tax. This discussion is based upon the Internal Revenue Code of 1986, as amended, referred to in this document as the Code, the regulations promulgated under the Code and court and administrative rulings and decisions, all as in effect on the date of this document. These laws may change, possibly retroactively, and any change could affect the accuracy of the statements and conclusions set forth in this discussion.

This discussion addresses only those holders of Bear Stearns preferred stock that hold their shares of Bear Stearns preferred stock as a capital asset within the meaning of Section 1221 of the Code. Further, this discussion does not address all aspects of United States federal income taxation that may be relevant to you in light of your particular circumstances or that may be applicable to you if you are subject to special treatment under the United States federal income tax laws, including if you are:

The determination of the actual tax consequences of the merger to you will depend on your specific situation and on factors that are not within our control. You should consult with your own tax advisor as to the tax consequences of the merger in your particular circumstances, including the applicability and effect of the alternative minimum tax and any state, local, foreign or other tax laws and of changes in those laws.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of Bear Stearns preferred stock that is for U.S. federal income tax purposes (i) an individual citizen or resident of the United States, (ii) a corporation (including any entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any state thereof or the District of Columbia, (iii) a trust if (x) a U.S. court is able to exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust or (y) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person, or (iv) an estate that is subject to U.S. federal income tax on its income regardless of its source. The United States federal income tax consequences to a partner in an entity or arrangement treated as a partnership, for U.S. federal income tax purposes, that holds Bear Stearns preferred stock generally will depend on the status of the partner and the activities of the partnership. Partners in a partnership holding Bear Stearns preferred stock should consult their own tax advisors.

Assuming that the Bear Stearns preferred stock is treated as stock of Bear Stearns for U.S. federal income tax purposes, the receipt of JPMorgan Chase mirror preferred stock in exchange for Bear Stearns preferred stock in the merger will generally be a taxable transaction. In general, a U.S. holder whose shares of Bear Stearns preferred stock are converted into the right to receive corresponding JPMorgan Chase mirror preferred stock in the merger will recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between (i) the value of the JPMorgan Chase mirror preferred stock received in the merger (referred to as the amount realized) and (ii) the shareholder’s adjusted tax basis in the shares of Bear Stearns preferred stock exchanged in the merger. Gain or loss, as well as the holding period, will be determined separately for each block of shares (i.e., shares acquired at the same cost in a single transaction) converted pursuant to the merger. Such gain or loss will be long-term capital gain or loss provided that a shareholder’s holding period for such shares is more than one year at the time of the consummation of the merger. Long-term capital gains of individuals are generally eligible for reduced rates of taxation. The deductibility of capital losses is subject to certain limitations.

A U.S. holder who receives JPMorgan Chase mirror preferred stock in exchange for Bear Stearns preferred stock will have a basis in the JPMorgan Chase mirror preferred stock equal to the value of the JPMorgan Chase mirror preferred stock received in the merger. The shareholder’s holding period for such shares will start on the day after the receipt of the JPMorgan Chase mirror preferred stock.

If you are a non-corporate holder of Bear Stearns preferred stock you may be subject to information reporting and backup withholding (currently at a rate of 28%) on any cash payments you receive. You generally will not be subject to backup withholding, however, if you:

Any amounts withheld under the backup withholding rules will generally be allowed as a refund or credit against your United States federal income tax liability, provided you timely furnish the required information to the Internal Revenue Service.

This summary of certain material U.S. federal income tax consequences is for general information only and is not tax advice. Holders are urged to consult their tax advisors with respect to the application of U.S. federal income tax laws to their particular situations as well as any tax consequences arising under the U.S. federal estate or gift tax rules, or under the laws of any state, local, foreign or other taxing jurisdiction or under any applicable tax treaty.

The JPMorgan Chase mirror preferred stock comprises three series of preferred stock, $1.00 par value, of JPMorgan Chase: the Series E Mirror Preferred, the Series F Mirror Preferred and the Series G Mirror Preferred. The description of certain provisions of the JPMorgan Chase mirror preferred stock set forth below does not purport to be complete and is subject to and qualified in its entirety by reference to the Certificate of Designations relating to the Series E Mirror Preferred, the Series F Mirror Preferred and the Series G Mirror Preferred.

Each series of the JPMorgan Chase mirror preferred stock on the date of original issue will rank on a parity as to payment of dividends and distribution of assets upon dissolution, liquidation or winding up of JPMorgan Chase with each other outstanding series of JPMorgan Chase mirror preferred stock and each other currently outstanding series of JPMorgan Chase preferred stock. Each series of the JPMorgan Chase mirror preferred stock will rank prior to the JPMorgan Chase’s common stock, $1.00 par value per share (the “Common Stock”). No shares of any series of the JPMorgan Chase mirror preferred stock are convertible into JPMorgan Chase common stock.

JPMorgan Chase is authorized by its Certificate of Incorporation to issue, without further stockholder action, up to 200,000,000 shares of preferred stock, which may be issued from time to time in one or more series and, subject to the provisions of the Certificate of Incorporation applicable to all series of preferred stock, shall have such designations, voting powers, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions of each series, as shall be stated in the resolution or resolutions providing for them issuance thereof adopted by the Board of Directors or a duly authorized committee thereof. JPMorgan Chase may amend the Certificate of Incorporation to increase the number of authorized shares of preferred stock in a manner permitted by the Certificate of Incorporation and the Delaware General Corporation Law.

Series E Mirror Preferred. The holders of shares of the Series E Mirror Preferred, in preference to the holders of shares of common stock, par value $1.00 per share of JPMorgan Chase and any other capital stock ranking junior to such preferred stock as to the payment of dividends shall be entitled to receive, when, as and if declared by the Board of Directors out of net profits or net assets of JPMorgan Chase legally available for the payment of dividends, cumulative cash dividends in the amount of $12.30 per annum, and no more, in equal quarterly payments on January 15, April 15, July 15 and October 15 of each year, commencing on October 15, 2008 (for the period from July 15, 2008 through October 14, 2008). Dividends will be payable to the holders of record at the close of business on such date, no less than 15 days nor more than 60 days prior to a dividend payment date, as may be determined by the Board of Directors or a duly authorized committee thereof. The record date for the dividend payable on Bear Stearns Series E Preferred Stock on July 15, 2008 will be June 30, 2008.

Series F Mirror Preferred. The holders of shares of the Series F Mirror Preferred, in preference to the holders of shares of common stock, par value $1.00 per share of JPMorgan Chase and any other capital stock ranking junior to such preferred stock as to the payment of dividends shall be entitled to receive, when, as and if declared by the Board of Directors out of net profits or net assets of JPMorgan Chase legally available for the payment of dividends, cumulative cash dividends in the amount of $11.44 per annum, and no more, in equal quarterly payments on January 15, April 15, July 15 and October 15 of each year, commencing on October 15, 2008 (for the period from July 15, 2008 through October 14, 2008). Dividends will be payable to the holders of record at the close of business on such date, no less than 15 days nor more than 60 days prior to a dividend payment date, as may be determined by the Board of Directors or a duly authorized committee thereof. The record date for the dividend payable on Bear Stearns Series F Preferred Stock on July 15, 2008 will be June 30, 2008.

Series G Mirror Preferred. The holders of shares of the Series G Mirror Preferred, in preferences to the holders of shares of common stock, par value $1.00 per share of JPMorgan Chase and any other capital stock ranking junior to such preferred stock as to the payment of dividends shall be entitled to receive, when, as and if declared by the Board of Directors out of net profits or net assets of JPMorgan Chase legally available for the payment of dividends, cumulative cash dividends in the amount of $10.98 per annum, in equal quarterly payments on January 15, April 15, July 15 and October 15 of each year, commencing on October 15, 2008 (for the period from July 15, 2008 through October 14, 2008). Dividends will be payable to the holders of record at the close of business on such date, no less than 15 days nor more than 60 days prior to a dividend payment date, as may be determined by the Board of Directors or a duly authorized committee thereof. The record date for the dividend payable on Bear Stearns Series G Preferred Stock on July 15, 2008 will be June 30, 2008.

Dividends payable on each series of the JPMorgan Chase mirror preferred stock will begin to accrue and be cumulative from July 15, 2008. The amount of dividends payable for any period shorter than a full quarterly dividend period will be determined on the basis of twelve 30-day months and a 360-day year. Accrued but unpaid dividends will not bear interest. Dividends paid on the shares of each series of the JPMorgan Chase mirror preferred stock in an amount less than the total amount of such dividends at the time accrued and payable will be allocated pro rata on a share-by-share basis among all such shares at the time outstanding.

Whenever quarterly dividends payable on shares of a series of JPMorgan Chase mirror preferred stock are in arrears, thereafter and until all accrued but unpaid dividends, whether or not declared, on the outstanding shares of such series of JPMorgan Chase mirror preferred stock have been paid in full or declared and set apart for payment, JPMorgan Chase will not: (i) declare or pay dividends, or make any other distribution, on any shares of Common Stock or other capital stock ranking junior (either as to payment of dividends or distribution of assets upon liquidation, dissolution or winding up) to such series of JPMorgan Chase mirror preferred stock (“Junior Stock”), other than dividends or distributions payable in Junior Stock; (ii) declare or pay dividends, or make any other distributions, on any shares of capital stock ranking on a parity (either as to payment of dividends or distribution of assets upon liquidation, dissolution or winding up) with such series of the JPMorgan Chase mirror preferred stock (“Parity Stock”), other than dividends or distributions payable in Junior Stock, and other than dividends paid ratably on such series of the JPMorgan Chase mirror preferred stock and all Parity Stock on which dividends are payable or in arrears, in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem or purchase or otherwise acquire for consideration any shares of Junior Stock, provided that JPMorgan Chase may at any time redeem, purchase or otherwise acquire any shares of Junior Stock in exchange for shares of Junior Stock; or (iv) redeem or purchase or otherwise acquire for consideration any shares of such series of JPMorgan Chase mirror preferred stock or Parity Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

Upon any liquidation, dissolution or winding up of JPMorgan Chase, no distribution will be made (i) to the holders of shares of Junior Stock, unless, prior thereto, the holders of shares of each series of the JPMorgan Chase mirror preferred stock shall have received $200 per share, plus an amount per share equal to all accrued but unpaid dividends thereon, whether or not declared, to the date of such payment or (ii) to the holders of shares of Parity Stock, except distributions made ratably on the JPMorgan Chase mirror preferred stock and all such Parity Stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up.

Neither the consolidation, merger or other business combination of JPMorgan Chase with or into any other individual, firm, corporation or other entity nor the sale, lease, exchange or conveyance of all or any part of the property, assets or business of the Company will be deemed to be a liquidation, dissolution or winding up of JPMorgan Chase.

Series E Mirror Preferred. JPMorgan Chase, at its option, may redeem shares of the Series E Mirror Preferred, as a whole or in part, at any time or from time to time, at a price of $200 per share, plus an amount per share equal to all accrued but unpaid dividends thereon, whether or not declared, to the date fixed for redemption.

Series F Mirror Preferred. JPMorgan Chase, at its option, may redeem shares of the Series F Mirror Preferred, as a whole or in part, at any time or from time to time, at a price of $200 per share, plus an amount per share equal to all accrued but unpaid dividends thereon, whether or not declared, to the date fixed for redemption.

Series G Mirror Preferred. JPMorgan Chase may not redeem the shares of the Series G Mirror Preferred prior to July 15, 2008. JPMorgan Chase, at its option, may redeem shares of Series G Preferred, as a whole or in part, at any time or from time to time on or after July 15, 2008, at a price of $200 per share, plus an amount per share equal to all accrued but unpaid dividends thereon, whether or not declared, to the date fixed for redemption.

Holders of the JPMorgan Chase mirror preferred stock will have no voting rights except as set forth below or as otherwise from time to time required by law.

Whenever dividends payable on the shares of any series of the JPMorgan Chase mirror preferred stock or any other class or series of stock ranking on a parity with such series of the JPMorgan Chase mirror preferred stock with respect to the payment of dividends shall be in arrears for dividend periods, whether or not consecutive, containing in the aggregate a number of days equivalent to six calendar quarters or more, the holders of outstanding shares of such series of the JPMorgan Chase mirror preferred stock (voting together as a class with all other series of parity preferred stock upon which like voting rights have been conferred and are exercisable) (collectively, the “Defaulted preferred stock”) shall have the right to vote for the election of two additional directors of JPMorgan Chase (the “Special Election Right”) at the next annual meeting of stockholders and at each subsequent meeting until all dividends accumulated on such series of the JPMorgan Chase mirror preferred stock have been fully paid or set apart for payment. The term of office of all directors elected by the holders of shares of such series of JPMorgan Chase mirror preferred stock shall terminate immediately upon the termination of the right of the holders of such series of JPMorgan Chase mirror preferred stock to vote for directors. Whenever the shares of such series of the JPMorgan Chase mirror preferred stock become entitled to vote, each holder of such series of the JPMorgan Chase mirror preferred stock will have one vote for each share held.

The Special Election Right also may be exercised at any special meeting of the holders of the Defaulted preferred stock called for that purpose or at any adjournment thereof, or by the written consent, delivered to the Corporate Secretary of JPMorgan Chase, of the holders of a majority of all outstanding shares of Defaulted preferred stock. So long as the Special Election Right continues, the Corporate Secretary of JPMorgan Chase may call, and within 30 days after delivery to the Corporate Secretary at the principal office of JPMorgan Chase of a written request from the holders of a majority of the outstanding shares of Defaulted preferred stock, the Corporate Secretary will be required to call, a special meeting of the holders of such shares for the purpose of exercising the Special Election Right; provided, however, that no such special meeting or adjournment thereof shall be held on a date less than 30 days before an annual meeting of stockholders or any special meeting in lieu thereof.

If a vacancy occurs among the directors elected by the holders of the Defaulted preferred stock as a class, the remaining director who has been so elected may appoint a successor to hold office for the unexpired portion of the term of the director whose place is vacant. If both directors so elected cease to serve as directors before their terms expire, the holders of the Defaulted preferred stock then outstanding and entitled to vote for such directors may, by written consent as described above, or at a special meeting of such holders called as described above, elect successors, to hold office for the unexpired portion of the terms of the directors whose places are vacant.

So long as any shares of any series of JPMorgan Chase mirror preferred stock remain outstanding, JPMorgan Chase shall not, without the consent of the holders of at least two-thirds of the shares of such series of the JPMorgan Chase mirror preferred stock outstanding at the time (voting together as a class with all other series of parity preferred stock upon which like voting rights have been conferred and are exercisable), (i) issue or increase the authorized amount of any class or series ranking senior to such series of JPMorgan Chase mirror preferred stock as to dividends or upon liquidation, dissolution or winding up, or (ii) amend, alter or repeal the provisions of JPMorgan Chase's Certificate of Incorporation or the resolutions contained in the Certificate of Designations relating to such mirror preferred stock, whether by merger, consolidation or otherwise, so as to materially and adversely affect any power, preference or special right of the shares of such series of JPMorgan Chase mirror preferred stock or of the holders thereof; provided, however, that any increase in the amount of authorized Common Stock or authorized preferred stock, any increase or decrease in the number of shares of any series of preferred stock or the creation and issuance of Common Stock or other series of preferred stock, in each case ranking on a parity with or junior to the shares of such series of the JPMorgan Chase mirror preferred stock as to dividends and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect the powers, preferences or special rights of the shares of such series of the JPMorgan Chase mirror preferred stock.

The foregoing voting provisions shall not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required shall be effected, all outstanding shares of such series of the JPMorgan Chase mirror preferred stock shall have been redeemed or called for redemption and sufficient funds shall have been deposited in trust to effect such a redemption.

The rights and preferences of the JPMorgan Chase mirror preferred stock substantively mirror the current rights and preferences of the Bear Stearns preferred stock. Thus, upon consummation of the merger, current holders of the Bear Stearns preferred stock will hold shares of the JPMorgan Chase mirror preferred stock having substantially the same preferences and rights with respect to JPMorgan Chase as the Bear Stearns preferred stock had with respect to Bear Stearns.

The validity of the JPMorgan Chase mirror preferred stock to be issued in connection with the merger will be passed upon for JPMorgan Chase by Wachtell, Lipton, Rosen & Katz.

The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this Prospectus by reference to JPMorgan Chase & Co.’s Annual Report on Form 10-K for the year ended December 31, 2007 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The consolidated financial statements and the related financial statement schedule of Bear Stearns, incorporated in this Prospectus by reference from Bear Stearns’ Current Report on Form 8-K dated April 11, 2008, and the effectiveness of the Company’s internal control over financial reporting, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference (which reports (1) express unqualified opinions on the consolidated

financial statements and the financial statement schedule and include explanatory paragraphs referring to substantial doubt about Bear Stearns’ ability to continue as a going concern, and the adoption of Statement of Financial Accounting Standards No. 155, “Accounting for Certain Hybrid Instruments, an amendment of FASB Statements No. 133 and 140” and Statement of Financial Accounting Standards No. 157, “Fair Value Measurements”, and (2) express an unqualified opinion on the effectiveness of internal control over financial reporting). Such consolidated financial statements and financial statement schedule have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

With respect to the unaudited interim financial information of Bear Stearns for the three-month periods ended February 29, 2008 and February 28, 2007, which is incorporated herein by reference, Deloitte & Touche LLP, an independent registered public accounting firm, have applied limited procedures in accordance with the standards of the Public Company Accounting Oversight Board (United States) for a review of such information. However, as stated in their report incorporated herein by reference from the Bear Stearns’ Quarterly Report on Form 10-Q for the fiscal quarter ended February 29, 2008, they did not audit and they do not express an opinion on that interim financial information. Accordingly, the degree of reliance on their reports on such information should be restricted in light of the limited nature of the review procedures applied. Deloitte & Touche LLP are not subject to the liability provisions of Section 11 of the Securities Act of 1933 for their reports on the unaudited interim financial information because those reports are not “reports” or a “part” of the Registration Statement prepared or certified by an accountant within the meaning of Sections 7 and 11 of the Act.

JPMorgan Chase has filed with the SEC a registration statement under the Securities Act of 1933 that registers the distribution of the shares of JPMorgan Chase mirror preferred stock to be issued in connection with the merger. The registration statement, including the attached appendices, exhibits and schedules, contains additional relevant information about JPMorgan Chase.

You may read and copy this information at the Public Reference Room of the SEC at 100 F Street, NE, Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the SEC’s Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website that contains reports, proxy statements and other information about issuers, like JPMorgan Chase and Bear Stearns, who file electronically with the SEC. The address of the site is http://www.sec.gov. The reports and other information filed by JPMorgan Chase with the SEC are also available at JPMorgan Chase’s website at http://www.jpmorganchase.com. The reports and other information filed by Bear Stearns are also available at Bear Stearns’ website at http://www.bearstearns.com. We have included the web addresses of the SEC, JPMorgan Chase and Bear Stearns as inactive textual references only. Except as specifically incorporated by reference into this document, information on those web sites is not part of this document.

The SEC allows JPMorgan Chase to incorporate by reference information in this document. This means that JPMorgan Chase can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be a part of this document, except for any information that is superseded by information that is included directly in this document.

This document incorporates by reference the documents listed below that JPMorgan Chase and Bear Stearns previously filed with the SEC. They contain important information about the companies and their financial condition.

In addition, JPMorgan Chase also incorporates by reference additional documents that JPMorgan Chase and Bear Stearns file with the SEC under Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy statements.

Documents incorporated by reference are available from JPMorgan Chase without charge, excluding any exhibits to those documents unless the exhibit is specifically incorporated by reference as an exhibit in this document. You can obtain documents incorporated by reference in this document by requesting them in writing or by telephone from the appropriate company at the following addresses:

You will not be charged for any of these documents that you request. If you request any incorporated documents from JPMorgan Chase, JPMorgan Chase will mail them to you by first class mail, or another equally prompt means, within one business day after it receives your request.

JPMorgan Chase has not authorized anyone to give any information or make any representation about the merger or our companies that is different from, or in addition to, that contained in this document or in any of the materials that have been incorporated in this document. Therefore, if anyone does give you information of this sort, you should not rely on it. If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the securities offered by this document or the solicitation of proxies is unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information contained in this document speaks only as of the date of this document unless the information specifically indicates that another date applies.

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of June 4, 2008 is by and among JPMorgan Chase & Co. (“Parent”), The Bear Stearns Companies Inc. (the “Company”), a Delaware corporation and subsidiary of Parent and BSC Merger Corporation II, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”).

WHEREAS, the parties hereto desire to merge Merger Sub with and into the Company (the “Merger”), with the Company surviving, pursuant to which each outstanding share of common stock, par value $1.00 per share, of Merger Sub (the “Merger Sub Common”) shall be cancelled, each outstanding share of the 6.15% Cumulative Preferred Stock, Series E, par value $1.00 per share of the Company (the “Bear Stearns Series E”) shall be converted into a share of the 6.15% Cumulative Preferred Stock, Series E, par value $1.00 per share of Parent (the “Series E Mirror Preferred”); each outstanding share of the 5.72% Cumulative Preferred Stock, Series F, par value $1.00 per share of the Company (the “Bear Stearns Series F”) shall be converted into a share of the 5.72% Cumulative Preferred Stock, Series F, par value $1.00 per share of Parent (the “Series F Mirror Preferred”) and each outstanding share of the 5.49% Cumulative Preferred Stock, Series G, par value $1.00 per share of the Company (the “Bear Stearns Series G”) shall be converted into a share of the 5.49% Cumulative Preferred Stock, Series G, par value $1.00 per share of Parent (the “Series E Mirror Preferred”) (the Bear Stearns Series E, Bear Stearns Series F and the Bear Stearns Series G, collectively, the “BSC Preferred Stock” and the Series E Mirror Preferred, the Series F Mirror Preferred and the Series G Mirror Preferred, collectively, the “JPM Mirror Preferred Stock”);

WHEREAS, the respective Boards of Directors of the Company and Merger Sub have determined that the Merger, in the manner contemplated herein, is advisable and in the best interests of their respective corporations and stockholders, and, by resolutions duly adopted, have approved and adopted this Agreement and the Merger;

WHEREAS, Parent, as sole stockholder of both the Company and Merger Sub, has provided its written consent approving and adopting the transactions contemplated by this Agreement;

NOW, THEREFORE, in consideration of the foregoing and of the mutual promises contained herein, the parties hereto hereby agree as follows:

Section 1.1 The Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time (as defined in Section 1.2), Merger Sub shall be merged with and into the Company in accordance with this Agreement, and the separate corporate existence of Merger Sub shall thereupon cease. The Company shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the “Surviving Corporation”). The Merger shall have the effects specified in the General Corporation Law of the State of Delaware (the “DGCL”).

Section 1.2 Effective Time. As soon as practicable following the satisfaction or, to the extent permitted by applicable law, waiver of the sole condition to the Merger set forth in Article 5, if this Agreement shall not have been terminated as provided in Article 6, Merger Sub and the Company shall cause a certificate of merger (the “Certificate of Merger”) meeting the requirements of the DGCL to be properly executed and filed in accordance therewith. The Merger shall become effective at the time of filing of the Certificate of Merger with the Secretary of State of the State of Delaware (the “Secretary of State”) in accordance with the DGCL, or at such later time that the parties hereto shall have agreed upon and designated in such filing as the effective time of the Merger (the “Effective Time”).

Section 2.1 Certificate of Incorporation. The Restated Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation at the Effective Time and until thereafter changed or amended in accordance with the provisions thereof and applicable law.

Section 2.2 Bylaws. The bylaws of the Company in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation, until thereafter changed or amended in accordance with the provisions thereof and applicable law.

Section 3.1 Directors of Surviving Corporation. The directors of the Company immediately prior to the Effective Time shall be the directors of the Surviving Corporation as of the Effective Time, until the earlier of their death, resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Section 3.2 Officers of Surviving Corporation. The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation as of the Effective Time, until the earlier of their death, resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Section 4.1 Effect of Merger on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof:

(a) Each share of the Merger Sub Common shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor.

(b) Each share of the Bear Stearns Series E shall be converted into a share of the Series E Mirror Preferred.

(d) Each share of the Bear Stearns Series G shall be converted into a share of the Series G Mirror Preferred.

(e) Each share of share of common stock, par value $1.00 per share, of the Company issued and outstanding prior to the Merger shall remain issued and outstanding following the Merger.

(a) From and after the Effective Time, each outstanding certificate which prior to the Effective Time represented shares of BSC Preferred Stock (collectively, “Certificates”) shall be deemed for all purposes to evidence ownership of, and to represent, the shares of JPM Mirror Preferred Stock into which the shares of BSC Preferred Stock represented by such Certificate have been converted as herein provided. The registered owner on the books and records of the Company or its transfer agent of any such Certificate shall, until such Certificate shall have been surrendered for transfer or otherwise accounted for to the Company or its transfer agent, have and be entitled to exercise any voting and other rights with respect to and to receive any dividend and other distributions upon the shares of JPM Mirror Preferred Stock evidenced by such Certificate as above provided.

(b) Following the Effective Time, each holder of record of one or more Certificates may, but shall not be required to, surrender any Certificate for cancellation to the Company or its transfer agent, and the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of shares of JPM Mirror Preferred Stock into which the shares of BSC Preferred Stock have been converted pursuant to the provisions of this Article 4, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of BSC Preferred Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of JPM Mirror Preferred Stock may be issued to such a transferee if the Certificate representing such shares of BSC Preferred Stock is presented to the Company or its transfer agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid.

(c) At or after the Effective Time, there shall be no transfers on the stock transfer books of the Company of the shares of BSC Preferred Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Company or, its transfer agent, the presented Certificates shall be canceled and exchanged for certificates representing shares of JPM Mirror Preferred Stock deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Article 4.

(d) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Company, the posting by such person of a bond in such reasonable amount as the Company may direct as indemnity against any claim that may be made against it with respect to such Certificate, the transfer agent will issue in exchange for such lost, stolen or destroyed Certificate a certificate or certificates representing shares of JPM Mirror Preferred Stock deliverable in respect thereof pursuant to this Article 4.

(a) Condition to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger shall be subject to (i) the effectiveness of Parent’s registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission under the Securities Act of 1933 in order to register the offer and sale from time to time of the JPM Preferred Stock and (ii) the expiration of the 20 business day period following the effectiveness of such registration statement.

Section 6.1 Termination. This Agreement may be terminated by either the Company or Merger Sub at any time.

Section 6.2 Effect of Termination. In the event of termination of this Agreement, as provided in Section 6.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of the Company or Merger Sub, other than the provisions of this Section 6.2 and Article 7.

Section 6.3 Waiver. At any time prior to the Effective Time, each party may, to the extent legally allowed, waive compliance with any of the agreements or conditions for the benefit of such party contained herein. Any agreement on the part of a party hereto to any such waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

Section 7.1 Successors; Binding Effect; Benefit. This Agreement shall be binding on the successors of the Company and Merger Sub. Nothing in this Agreement is intended to confer upon any person or entity not a party to this Agreement any rights or remedies under or by reason of this Agreement.

Section 7.2 Entire Agreement. This Agreement and any documents delivered by the parties in connection herewith constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings among the parties with respect thereto. No addition to or modification of any provision of this Agreement shall be binding upon any party hereto unless made in writing and signed by the parties hereto.

Section 7.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its rules of conflict of laws.

Section 7.4 Counterparts. This Agreement may be executed by the parities hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a number of copies hereof each signed by less than all, but together signed by all of the parties hereto.

Section 7.5 Headings. Headings of the Articles and Sections of this Agreement are for the convenience of the parties only, and shall be given no substantive or interpretative effect whatsoever.

Section 7.6 Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broadly as is enforceable.

IN WITNESS WHEREOF, the parties have executed this Agreement and caused the same to be duly delivered on their behalf as of June 4, 2008.

JPMorgan Chase & Co., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies that on [ ] [ ], 2008, the Stock Committee of the Board of Directors of the Corporation (the “Board of Directors”), pursuant to authority conferred upon it by the Board of Directors, by the provisions of the Certificate of Incorporation, as amended (the “Certificate of Incorporation”), of the Corporation and by Section 151 of the General Corporation Law of the State of Delaware has adopted the following resolutions creating a series of preferred stock, $1.00 par value, of the Corporation, designated as 6.15% Cumulative Preferred Stock, Series E (the “Preferred Stock”):

RESOLVED, that a series of the class of authorized Preferred Stock, $1.00 par value, of the Corporation be, and it hereby is, hereby created, and that the designation and amount thereof and the preferences and relative, participating, optional and other special rights of the shares of such series, and the qualifications, limitations or restriction thereof are as follows:

Section 1. Designation and Amount. The shares of such series shall be designated as the “6.15% Cumulative Preferred Stock, Series E” (the “Series E Preferred Stock”) and the number of shares constituting such series shall be 1,250,000, which number may be increased or decreased by the Board of Directors or a committee so authorized by the Board of Directors without a vote of stockholders; provided, however, that such number may not be decreased below the number of then currently outstanding shares of Series E Preferred Stock.

(a) The holders of shares of Series E Preferred Stock, in preference to the holders of shares of the common stock, par value $1.00 per share (the “Common Stock”), of the Corporation and of any other capital stock of the Corporation ranking junior to the Series E Preferred Stock as to payment of dividends, shall be entitled to receive, when and as declared by the Board of Directors out of net profits or net assets of the Corporation legally available for the payment of dividends, cumulative cash dividends in the amount of $12.30 per share per annum, and no more, in equal quarterly payments on January 15, April 15, July 15 and October 15 in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on October 15, 2008 (for the period from July 15, 2008 through October 14, 2008).

(b) Dividends payable pursuant to paragraph (a) of this Section 2 shall begin to accrue and be cumulative from July 15, 2008. The amount of dividends so payable shall be determined on the basis of twelve 30-day months and a 360-day year. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series E Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The record date for the determination of holders of shares of Series E Preferred Stock entitled to receive payment of a dividend declared thereon shall be such date, not less than 15 nor more than 60 days prior to the date fixed for the payment thereof, as may be determined by the Board of Directors or a duly authorized committee thereof; provided, however, that the record date for the first Quarterly Dividend Payment Date shall be September 30, 2008.

(a) Whenever quarterly dividends payable on shares of Series E Preferred Stock as provided in Section 2 hereof are in arrears, thereafter and until all accrued but unpaid dividends, whether or not declared, on the outstanding shares of Series E Preferred Stock shall have been paid in full or declared and set apart for payment, the Corporation shall not: (i) declare or pay dividends, or make any other distributions, on any shares of Common Stock or other capital stock ranking junior (either as to payment of dividends or distribution of assets upon liquidation, dissolution or winding up) to the Series E Preferred Stock (“Junior Stock”), other than dividends or distributions payable in Junior Stock; (ii) declare or pay dividends, or make any other distributions, on any shares of capital stock ranking on a parity (either as to payment of dividends or distribution of assets upon liquidation, dissolution or winding up) with the Series E Preferred Stock (“Parity Stock”), other than dividends or distributions payable in Junior Stock, except dividends paid ratably on the Series E Preferred Stock and all Parity Stock on which dividends are payable or in arrears, in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem or purchase or otherwise acquire for consideration any shares of Junior Stock; provided, that the Corporation may at any time redeem, purchase or otherwise acquire any shares of Junior Stock in exchange for shares of Junior Stock; or (iv) redeem or purchase or otherwise acquire for consideration any shares of Series E Preferred Stock or Parity Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

(b) The Corporation shall not permit any Subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of capital stock of the Corporation unless the Corporation could, pursuant to paragraph (a) of this Section 3, purchase or otherwise acquire such shares at such time and in such manner.

(a) The shares of Series E Preferred Stock shall not be redeemed by the Corporation prior to January 15, 2008. The Corporation, at its option, may redeem shares of Series E Preferred Stock, as a whole or in part, at any time or from time to time on or after January 15, 2008, at a price of $200.00 per share, plus an amount per share equal to all accrued but unpaid dividends thereon, whether or not declared, to the date fixed for redemption (hereinafter called the “redemption price”). The Corporation’s election to redeem shares of Series E Preferred Stock shall be expressed by resolution of the Board of Directors. Any such redemption shall be made upon not less than 30, nor more than 60 days’ previous notice to holders of record of the shares of Series E Preferred Stock to be redeemed, given as hereinafter provided.

(b) If less than all shares of Series E Preferred Stock at the time outstanding are to be redeemed, the shares to be redeemed shall be selected pro rata or by lot, in such manner as may be prescribed by resolution of the Board of Directors.

(c) Notice of any redemption of shares of Series E Preferred Stock shall be given by publication in a newspaper of general circulation in the Borough of Manhattan, The City of New York, such publication to be made not less than 30 nor more than 60 days prior to the redemption date fixed by the Board of Directors and specified therein. A similar notice shall be mailed by the Corporation, postage prepaid, not less than 30 nor more than 60 days prior to such redemption date, addressed to the respective holders of record of shares of Series E Preferred Stock to be redeemed at their respective addresses as the same shall appear on the stock transfer records of the Corporation, but the mailing of such notice shall not be a condition of such redemption. In order to facilitate the redemption of shares of Series E Preferred Stock, the Board of Directors may fix a record date for the determination of shares of Series E Preferred Stock to be redeemed, not more than 60 days nor less than 30 days prior to the date fixed for such redemption.

moneys for the payment of the redemption price pursuant to such notice, all dividends on the Series E Preferred Stock thereby called for redemption shall cease to accrue, and from and after the date of redemption so specified, unless default shall be made by the Corporation as aforesaid, or from and after the date (if prior to the date of redemption so specified) on which the Corporation shall provide the moneys for the payment of the redemption price by depositing the amount thereof with a bank or trust company doing business in the Borough of Manhattan, The City of New York, and having a capital and surplus of at least $10,000,000, provided that the notice of redemption shall state the intention of the Corporation to deposit such amount on a date prior to the date of redemption so specified in such notice, all rights of the holders thereof as stockholders of the Corporation, except the right to receive the redemption price (but without interest), shall cease. Any interest allowed on moneys so deposited shall be paid to the Corporation. Any moneys so deposited which shall remain unclaimed by the holders of such Series E Preferred Stock at the end of six years after the redemption date shall become the property of, and be paid by such bank or trust company to, the Corporation.

Section 5. Reacquired Shares. Any shares of Series E Preferred Stock redeemed, purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock, $1.00 par value, of the Corporation and may be reissued as part of another series of Preferred Stock, $1.00 par value, of the Corporation subject to the conditions or restrictions on issuance set forth herein, in the Certificate of Incorporation, in any other Certificate of Designations creating a series of Preferred Stock or any similar stock or as otherwise required by law.

(a) Upon any liquidation, dissolution or winding up of the Corporation, no distribution shall be made (i) to the holders of shares of Junior Stock, unless, prior thereto, the holders of shares of Series E Preferred Stock shall have received $200.00 per share, plus an amount per share equal to all accrued but unpaid dividends thereon, whether or not declared, to the date of such payment or (ii) to the holders of shares of Parity Stock, except distributions made ratably on the Series E Preferred Stock and all such Parity Stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up.

(b) Neither the consolidation, merger or other business combination of the Corporation with or into any other Person or Persons, nor the sale, lease, exchange or conveyance of all or any part of the property, assets or business of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation for purposes of this Section 6.

Section 7. Voting Rights. The holder of shares of each series of Preferred Stock which are authorized for issuance by the Board of Directors shall have no voting rights whatsoever, except for any voting rights to which they may be entitled under the Certificate of Incorporation of the Corporation or the laws of the State of Delaware, and except for the following:

(a) Whenever, at any time or times, dividends payable on the shares of any series of Preferred Stock or any other class or series of stock ranking on a parity with the Preferred Stock with respect to the payment of dividends shall be in arrears for dividend periods, whether or not consecutive, containing in the aggregate a number of days equivalent to six calendar quarters or more, the holders of the outstanding shares of that series of Preferred Stock (voting together as a class with all other series of Preferred Stock upon which like voting rights have been conferred and are exercisable) (collectively, the “Defaulted Preferred Stock”) shall have the right (the “Special Election Right”) to elect two members of the Board of Directors. The Special Election Right may be exercised at any annual meeting or at any special meeting called for that purpose as hereinafter provided or at any adjournment thereof, or by the written consent, delivered to the Secretary of the Corporation, of the holders of a majority of all outstanding shares of Defaulted Preferred Stock, until dividends in default on the outstanding shares of Defaulted Preferred Stock shall have been paid in full (or such dividends shall have been declared and funds sufficient therefor set apart for payment), at which time the term of office of the two directors so elected shall terminate automatically.

So long as the Special Election Right continues (and unless the Special Election Right shall have previously been exercised by written consent of the holders of a majority of the outstanding shares of Defaulted Preferred Stock) the Secretary of the Corporation may call, and within 30 days after delivery to the Secretary addressed to him at the principal office of the Corporation of the written request from the holders of record of a majority of the outstanding shares of Defaulted Preferred Stock will be required to call, a special meeting of the holders of those shares for the Special Election Right. Such meeting shall be held within 30 days after delivery of such request to the Secretary, at the place and upon the notice provided by law and in the By-laws of the Corporation for the holding of meetings of stockholders. No such special meeting or adjournment thereof shall be held on a date less than 30 days before an annual meeting of stockholders or any special meeting in lieu thereof. If at any annual or special meeting or any adjournment thereof the holders of a majority of the then outstanding shares of Defaulted Preferred Stock entitled to vote shall be present or represented by proxy, or if the holders of a majority of the outstanding shares of Defaulted Preferred Stock shall have acted by written consent in lieu of a meeting with respect thereto, then the authorized number of directors shall be increased by two, and the holders of the Defaulted Preferred Stock shall be entitled to elect the two additional directors. Directors so elected shall serve until the next annual meeting or until their successors shall be elected and qualified, unless the term of office of the person so elected as directors shall have terminated as described above.

In case of any vacancy occurring between the directors elected by the holders of the Defaulted Preferred Stock as a class, the remaining director who shall have been so elected may appoint a successor to hold office for the unexpired term of the director whose place shall be vacant. If both directors so elected by the holders of Defaulted Preferred Stock as a class shall cease to serve as directors before their terms shall expire, the holders of the Defaulted Preferred Stock then outstanding and entitled to vote for such directors may, by written consent as hereinabove provided, or at a special meeting of holders of Defaulted Preferred Stock called as provided above, elect successors to hold office for the unexpired terms of the directors whose place shall be vacant.

Whenever shares of Defaulted Preferred Stock become entitled to vote, each holder shall have one vote for each share held.

(b) So long as any shares of Preferred Stock remain outstanding, the consent of the holders of at least two-thirds of the shares of Preferred Stock outstanding at the time and all other classes or series of preferred stock upon which like voting rights have been conferred and are exercisable (voting together as a class) given in person or by proxy, either in writing or at any meeting called for the purpose, shall be necessary to permit, effect or validate any one or more of the following:

(i) the issuance or increase of the authorized amount of any class or series of shares if the holders of stock of such class or series shall be entitled by the terms thereof to the receipt of dividends or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of shares of the Preferred Stock; or

(ii) the amendment, alteration or repeal, whether by merger, consolidation or otherwise, of any of the provisions of the Certificate of Incorporation that would materially and adversely affect any power, preference or special right of the shares of Preferred Stock or of the holders thereof;

provided, however, that any increase in the amount of authorized Common Stock or authorized Preferred Stock or any increase or decrease in the number of shares of any series of Preferred Stock or the creation and issuance of other series of Common Stock or Preferred Stock, in each case ranking on a parity with or junior to the shares of Preferred Stock with respect to the payment of dividends and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such powers, preferences or special rights.

(c) The foregoing voting provisions shall not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required shall be effected, all outstanding shares of Preferred Stock shall have been redeemed or called for redemption and sufficient funds shall have been deposited in trust to effect such redemption.

Section 8. Definitions. For the purposes of the Certificate of Designations of the Series E Preferred Stock which embodies this resolution:

“Persons” shall mean any individual, firm, corporation or other entity, and shall include any successor (by merger or otherwise) of such entity.

“Subsidiary” of any Person shall mean any corporation or other entity of which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by such Person.

Section 9. Rank. The Series E Preferred Stock shall rank, with respect to the payment of dividends and the distribution of assets, equally with all shares of the Cumulative Preferred Stock, Series F, the Cumulative Preferred Stock, Series G and the Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series I of the Corporation.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designations of 6.15% Cumulative Preferred Stock, Series E to be duly executed by its Chief Operating Officer and attested to by its Secretary and has caused its corporate seal to be affixed hereto, this day of [ ], 2008.

Pursuant to Section 151 of the General Corporation Law of the State of Delaware

JPMorgan Chase & Co., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies that on [ ] [ ], 2008, the Stock Committee of the Board of Directors of the Corporation (the “Board of Directors”), pursuant to authority conferred upon it by the Board of Directors, by the provisions of the Certificate of Incorporation, as amended (the “Certificate of Incorporation”), of the Corporation and by Section 151 of the General Corporation Law of the State of Delaware has adopted the following resolutions creating a series of preferred stock, $1.00 par value, of the Corporation, designated as 5.72% Cumulative Preferred Stock, Series F (the “Preferred Stock”):

Section 1. Designation and Amount. The shares of such series shall be designated as the “5.72% Cumulative Preferred Stock, Series F” (the “Series F Preferred Stock”) and the number of shares constituting such series shall be 1,000,000, which number may be increased or decreased by the Board of Directors or a committee so authorized by the Board of Directors without a vote of stockholders; provided, however, that such number may not be decreased below the number of then currently outstanding shares of Series F Preferred Stock.

(a) The holders of shares of Series F Preferred Stock, in preference to the holders of shares of the common stock, par value $1.00 per share (the “Common Stock”), of the Corporation and of any other capital stock of the Corporation ranking junior to the Series F Preferred Stock as to payment of dividends, shall be entitled to receive, when and as declared by the Board of Directors out of net profits or net assets of the Corporation legally available for the payment of dividends, cumulative cash dividends in the amount of $11.44 per share per annum, and no more, in equal quarterly payments on January 15, April 15, July 15 and October 15 in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on October 15, 2008 (for the period from July 15, 2008 through October 14, 2008).

(b) Dividends payable pursuant to paragraph (a) of this Section 2 shall begin to accrue and be cumulative from July 15, 2008. The amount of dividends so payable shall be determined on the basis of twelve 30-day months and a 360-day year. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series F Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The record date for the determination of holders of shares of Series F Preferred Stock entitled to receive payment of a dividend declared thereon shall be such date, not less than 15 nor more than 60 days prior to the date fixed for the payment thereof, as may be determined by the Board of Directors or a duly authorized committee thereof; provided, however, that the record date for the first Quarterly Dividend Payment Date shall be September 30, 2008.

(a) Whenever quarterly dividends payable on shares of Series F Preferred Stock as provided in Section 2 hereof are in arrears, thereafter and until all accrued and unpaid dividends, whether or not declared, on the outstanding shares of Series F Preferred Stock shall have been paid in full or declared and set apart for payment, the Corporation shall not: (i) declare or pay dividends, or make any other distributions, on any shares of Common Stock or other capital stock ranking junior (either as to payment of dividends or distribution of assets upon liquidation, dissolution or winding up) to the Series F Preferred Stock (“Junior Stock”), other than dividends or distributions payable in Junior Stock; (ii) declare or pay dividends, or make any other distributions, on any shares of capital stock ranking on a parity (either as to payment of dividends or distribution of assets upon liquidation, dissolution or winding up) with the Series F Preferred Stock (“Parity Stock”), other than dividends or distributions payable in Junior Stock, except dividends paid ratably on the Series F Preferred Stock and all Parity Stock on which dividends are payable or in arrears, in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem or purchase or otherwise acquire for consideration any shares of Junior Stock; provided, that the Corporation may at any time redeem, purchase or otherwise acquire any shares of Junior Stock in exchange for shares of Junior Stock; or (iv) redeem or purchase or otherwise acquire for consideration any shares of Series F Preferred Stock or Parity Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

(a) The shares of Series F Preferred Stock shall not be redeemed by the Corporation prior to April 15, 2008. The Corporation, at its option, may redeem shares of Series F Preferred Stock, as a whole or in part, at any time or from time to time on or after April 15, 2008, at a price of $200.00 per share, plus an amount per share equal to all accrued but unpaid dividends thereon, whether or not declared, to the date fixed for redemption (hereinafter called the “redemption price”). The Corporation’s election to redeem shares of Series F Preferred Stock shall be expressed by resolution of the Board of Directors. Any such redemption shall be made upon not less than 30, nor more than 60 days’ previous notice to holders of record of the shares of Series F Preferred Stock to be redeemed, given as hereinafter provided.

(b) If less than all shares of Series F Preferred Stock at the time outstanding are to be redeemed, the shares to be redeemed shall be selected pro rata or by lot, in such manner as may be prescribed by resolution of the Board of Directors.

(c) Notice of any redemption of shares of Series F Preferred Stock shall be given by publication in a newspaper of general circulation in the Borough of Manhattan, The City of New York, such publication to be made not less than 30 nor more than 60 days prior to the redemption date fixed by the Board of Directors and specified therein. A similar notice shall be mailed by the Corporation, postage prepaid, not less than 30 nor more than 60 days prior to such redemption date, addressed to the respective holders of record of shares of Series F Preferred Stock to be redeemed at their respective addresses as the same shall appear on the stock transfer records of the Corporation, but the mailing of such notice shall not be a condition of such redemption. In order to facilitate the redemption of shares of Series F Preferred Stock, the Board of Directors may fix a record date for the determination of shares of Series F Preferred Stock to be redeemed, not more than 60 days nor less than 30 days prior to the date fixed for such redemption.

(d) Notice having been given pursuant to paragraph (c) of this Section 4, from and after the date specified therein as the date of redemption, unless default shall be made by the Corporation in providing moneys for the payment of the redemption price pursuant to such notice, all dividends on the Series F Preferred Stock thereby called for redemption shall cease to accrue, and from and after the date of redemption so specified, unless default shall be made by the Corporation as aforesaid, or from and after the date (if prior to the date of redemption so specified) on which the Corporation shall provide the moneys for the payment of the redemption price by depositing the amount thereof with a bank or trust company doing business in the Borough of Manhattan, The City of New York, and having a capital and surplus of at least $10,000,000, provided that the notice of redemption shall state the intention of the Corporation to deposit such amount on a date prior to the date of redemption so specified in such notice, all rights of the holders thereof as stockholders of the Corporation, except the right to receive the redemption price (but without interest), shall cease. Any interest allowed on moneys so deposited shall be paid to the Corporation. Any moneys so deposited which shall remain unclaimed by the holders of such Series F Preferred Stock at the end of six years after the redemption date shall become the property of, and be paid by such bank or trust company to, the Corporation.

Section 5. Reacquired Shares. Any shares of Series F Preferred Stock redeemed, purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock, $1.00 par value, of the Corporation and may be reissued as part of another series of Preferred Stock, $1.00 par value, of the Corporation subject to the conditions or restrictions on issuance set forth herein, in the Certificate of Incorporation, in any other Certificate of Designations creating a series of Preferred Stock or any similar stock or as otherwise required by law.

(a) Upon any liquidation, dissolution or winding up of the Corporation, no distribution shall be made (i) to the holders of shares of Junior Stock, unless, prior thereto, the holders of shares of Series F Preferred Stock shall have received $200.00 per share, plus an amount per share equal to all accrued but unpaid dividends thereon, whether or not declared, to the date of such payment or (ii) to the holders of shares of Parity Stock, except distributions made ratably on the Series F Preferred Stock and all such Parity Stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up.

such dividends shall have been declared and funds sufficient therefor set apart for payment), at which time the term of office of the two directors so elected shall terminate automatically.

Whenever shares of Defaulted Preferred Stock become entitled to vote, each holder shall have one vote for each share held.

(ii) the amendment, alteration or repeal, whether by merger, consolidation or otherwise, of any of the provisions of the Certificate of Incorporation (including this resolution or any provisions hereof) that would materially and adversely affect any power, preference or special right of the shares of Preferred Stock or of the holders thereof;

Section 8. Definitions. For the purposes of the Certificate of Designations of the Series F Preferred Stock which embodies this resolution:

“Persons” shall mean any individual, firm, corporation or other entity, and shall include any successor (by merger or otherwise) of such entity.

Section 9. Rank. The Series F Preferred Stock shall rank, with respect to the payment of dividends and the distribution of assets, equally with all shares of the Cumulative Preferred Stock, Series E, the Cumulative Preferred Stock, Series G and the Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series I of the Corporation.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designations of 5.72% Cumulative Preferred Stock, Series F to be duly executed by its Chief Operating Officer and attested to by its Secretary and has caused its corporate seal to be affixed hereto, this day of [ ], 2008.

JPMorgan Chase & Co., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies that on [ ] [ ], 2008, the Stock Committee of the Board of Directors of the Corporation (the “Board of Directors”), pursuant to authority conferred upon it by the Board of Directors, by the provisions of the Certificate of Incorporation, as amended (the “Certificate of Incorporation”), of the Corporation and by Section 151 of the General Corporation Law of the State of Delaware has adopted the following resolutions creating a series of preferred stock, $1.00 par value, of the Corporation, designated as 5.49% Cumulative Preferred Stock, Series G (the “Preferred Stock”):

Section 1. Designation and Amount. The shares of such series shall be designated as the “5.49% Cumulative Preferred Stock, Series G” (the “Series G Preferred Stock”) and the number of shares constituting such series shall be 1,000,000, which number may be increased or decreased by the Board of Directors or a committee so authorized by the Board of Directors without a vote of stockholders; provided, however, that such number may not be decreased below the number of then currently outstanding shares of Series G Preferred Stock.

(a) The holders of shares of Series G Preferred Stock, in preference to the holders of shares of the common stock, par value $1.00 per share (the “Common Stock”), of the Corporation and of any other capital stock of the Corporation ranking junior to the Series G Preferred Stock as to payment of dividends, shall be entitled to receive, when and as declared by the Board of Directors out of net profits or net assets of the Corporation legally available for the payment of dividends, cumulative cash dividends in the amount of $10.98 per share per annum, and no more, in equal quarterly payments on January 15, April 15, July 15 and October 15 in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on October 15, 2008 (for the period from July 15, 2008 through October 14, 2008).

(b) Dividends payable pursuant to paragraph (a) of this Section 2 shall begin to accrue and be cumulative from July 15, 2008. The amount of dividends so payable shall be determined on the basis of twelve 30-day months and a 360-day year. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series G Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The record date for the determination of holders of shares of Series G Preferred Stock entitled to receive payment of a dividend declared thereon shall be such date, not less than 15 nor more than 60 days prior to the date fixed for the payment thereof, as may be determined by the Board of Directors or a duly authorized committee thereof; provided, however, that the record date for the first Quarterly Dividend Payment Date shall be September 30, 2008.

(a) Whenever quarterly dividends payable on shares of Series G Preferred Stock as provided in Section 2 hereof are in arrears, thereafter and until all accrued and unpaid dividends, whether or not declared, on the outstanding shares of Series G Preferred Stock shall have been paid in full or declared and set apart for payment, the Corporation shall not: (i) declare or pay dividends, or make any other distributions, on any shares of Common Stock or other capital stock ranking junior (either as to payment of dividends or distribution of assets upon liquidation, dissolution or winding up) to the Series G Preferred Stock (“Junior Stock”), other than dividends or distributions payable in Junior Stock; (ii) declare or pay dividends, or make any other distributions, on any shares of capital stock ranking on a parity (either as to payment of dividends or distribution of assets upon liquidation, dissolution or winding up) with the Series G Preferred Stock (“Parity Stock”), other than dividends or distributions payable in Junior Stock, except dividends paid ratably on the Series G Preferred Stock and all Parity Stock on which dividends are payable or in arrears, in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem or purchase or otherwise acquire for consideration any shares of Junior Stock; provided, that the Corporation may at any time redeem, purchase or otherwise acquire any shares of Junior Stock in exchange for shares of Junior Stock; or (iv) redeem or purchase or otherwise acquire for consideration any shares of Series G Preferred Stock or Parity Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

(a) The shares of Series G Preferred Stock shall not be redeemed by the Corporation prior to July 15, 2008. The Corporation, at its option, may redeem shares of Series G Preferred Stock, as a whole or in part, at any time or from time to time on or after July 15, 2008, at a price of $200.00 per share, plus an amount per share equal to all accrued but unpaid dividends thereon, whether or not declared, to the date fixed for redemption (hereinafter called the “redemption price”). The Corporation’s election to redeem shares of Series G Preferred Stock shall be expressed by resolution of the Board of Directors. Any such redemption shall be made upon not less than 30, nor more than 60 days’ previous notice to holders of record of the shares of Series G Preferred Stock to be redeemed, given as hereinafter provided.

(b) If less than all shares of Series G Preferred Stock at the time outstanding are to be redeemed, the shares to be redeemed shall be selected pro rata or by lot, in such manner as may be prescribed by resolution of the Board of Directors.

(c) Notice of any redemption of shares of Series G Preferred Stock shall be given by publication in a newspaper of general circulation in the Borough of Manhattan, The City of New York, such publication to be made not less than 30 nor more than 60 days prior to the redemption date fixed by the Board of Directors and specified therein. A similar notice shall be mailed by the Corporation, postage prepaid, not less than 30 nor more than 60 days prior to such redemption date, addressed to the respective holders of record of shares of Series G Preferred Stock to be redeemed at their respective addresses as the same shall appear on the stock transfer records of the Corporation, but the mailing of such notice shall not be a condition of such redemption. In order to facilitate the redemption of shares of Series G Preferred Stock, the Board of Directors may fix a record date for the determination of shares of Series G Preferred Stock to be redeemed, not more than 60 days nor less than 30 days prior to the date fixed for such redemption.

(d) Notice having been given pursuant to paragraph (c) of this Section 4, from and after the date specified therein as the date of redemption, unless default shall be made by the Corporation in providing moneys for the payment of the redemption price pursuant to such notice, all dividends on the Series G Preferred Stock thereby called for redemption shall cease to accrue, and from and after the date of redemption so specified, unless default shall be made by the Corporation as aforesaid, or from and after the date (if prior to the date of redemption so specified) on which the Corporation shall provide the moneys for the payment of the redemption price by depositing the amount thereof with a bank or trust company doing business in the Borough of Manhattan, The City of New York, and having a capital and surplus of at least $10,000,000, provided that the notice of redemption shall state the intention of the Corporation to deposit such amount on a date prior to the date of redemption so specified in such notice, all rights of the holders thereof as stockholders of the Corporation, except the right to receive the redemption price (but without interest), shall cease. Any interest allowed on moneys so deposited shall be paid to the Corporation. Any moneys so deposited which shall remain unclaimed by the holders of such Series G Preferred Stock at the end of six years after the redemption date shall become the property of, and be paid by such bank or trust company to, the Corporation.

Section 5. Reacquired Shares. Any shares of Series G Preferred Stock redeemed, purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock, $1.00 par value, of the Corporation and may be reissued as part of another series of Preferred Stock, $1.00 par value, of the Corporation subject to the conditions or restrictions on issuance set forth herein, in the Certificate of Incorporation, in any other Certificate of Designations creating a series of Preferred Stock or any similar stock or as otherwise required by law.

(a) Upon any liquidation, dissolution or winding up of the Corporation, no distribution shall be made (i) to the holders of shares of Junior Stock, unless, prior thereto, the holders of shares of Series G Preferred Stock shall have received $200.00 per share, plus an amount per share equal to all accrued but unpaid dividends thereon, whether or not declared, to the date of such payment or (ii) to the holders of shares of Parity Stock, except distributions made ratably on the Series G Preferred Stock and all such Parity Stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up.

such dividends shall have been declared and funds sufficient therefor set apart for payment), at which time the term of office of the two directors so elected shall terminate automatically.

Whenever shares of Defaulted Preferred Stock become entitled to vote, each holder shall have one vote for each share held.

shall have been redeemed or called for redemption and sufficient funds shall have been deposited in trust to effect such redemption.

Section 8. Definitions. For the purposes of the Certificate of Designations of the Series G Preferred Stock which embodies this resolution:

“Persons” shall mean any individual, firm, corporation or other entity, and shall include any successor (by merger or otherwise) of such entity.

Section 9. Rank. The Series G Preferred Stock shall rank, with respect to the payment of dividends and the distribution of assets, equally with all shares of the Cumulative Preferred Stock, Series E, the Cumulative Preferred Stock, Series F and the Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series I of the Corporation.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designations of 5.49% Cumulative Preferred Stock, Series G to be duly executed by its Chief Operating Officer and attested to by its Secretary and has caused its corporate seal to be affixed hereto, this day of [ ], 2008.


		Page
SUMMARY		1
SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF JPMORGAN CHASE		4
SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF BEAR STEARNS		6
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		8
INFORMATION ABOUT THE COMPANIES		9
THE MERGER		10
Background of the Merger; Reasons for the Merger		10
Bear Stearns’ Preferred Stockholders Do Not Have Dissenters’ Appraisal Rights in the Merger		10
THE MERGER AGREEMENT		11
Terms of the Merger		11
FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER		11
Tax Consequences of the Merger Generally		12
Backup Withholding		13
DESCRIPTION OF THE JPMORGAN CHASE MIRROR PREFERRED STOCK AND THE DEPOSITARY SHARES		14
Certain Terms Of The JPMorgan Chase Mirror Preferred Stock		14
COMPARISON OF STOCKHOLDERS’ RIGHTS		17
LEGAL MATTERS		17
EXPERTS		17
WHERE YOU CAN FIND MORE INFORMATION		19

APPENDIX A
Agreement and Plan of Merger, dated as of June 4, 2008, by and among Registrant, The Bear Stearns Companies Inc. and BSC Merger Corporation II		A-1

APPENDIX B
Form of Certificate of Designations of JPMorgan Chase 6.15% Cumulative Preferred Stock, Series E		B-1

APPENDIX C
Form of Certificate of Designations of JPMorgan Chase 5.72% Cumulative Preferred Stock, Series F		C-1

APPENDIX D
Form of Certificate of Designations of JPMorgan Chase 5.49% Cumulative Preferred Stock, Series G		D-1


	For the three months ended, (unaudited)						As of or for the year ended December 31,
	March 31, 2008			March 31, 2007			2007			2006			2005			2004(d)			2003
Income statement
Noninterest revenue(a)	$	9,231		$	12,866		$	44,966		$	40,757		$	34,693		$	26,209		$	20,384
Net interest income		7,659			6,102			26,406			21,242			19,555			16,527			12,807
Total net revenue		16,890			18,968			71,372			61,999			54,248			42,736			33,191
Provision for credit losses		4,424			1,008			6,864			3,270			3,483			2,544			1,540
Noninterest expense		8,931			10,628			41,703			38,843			38,926			34,336			21,878
Income from continuing operations before income tax expense		3,535			7,332			22,805			19,886			11,839			5,856			9,773
Income tax expense		1,162			2,545			7,440			6,237			3,585			1,596			3,209
Income from continuing operations		2,373			4,787			15,365			13,649			8,254			4,260			6,564
Income from discontinued operations(b)		—			—			—			795			229			206			155
Net income	$	2,373		$	4,787		$	15,365		$	14,444		$	8,483		$	4,466		$	6,719
Average common shares outstanding:
Basic		3,396			3,456			3,404			3,470			3,492			2,780			2,009
Diluted		3,495			3,560			3,508			3,574			3,557			2,851			2,055
Performance ratios
Return on average assets(e)		0.61	%		1.41	%		1.06	%		1.10	%		0.72	%		0.46	%		0.87	%
Return on average common equity(e)		8			17			13			13			8			6			16
Total equity to total assets		7.6			8.4			7.9			8.6			8.9			9.1			6.0
Total average equity to total average assets		7.9			8.4			8.2			8.4			8.9			8.0			5.7
Dividend payout ratio		56			25			34			34			57			88			43
Per common share
Basic earnings per share
Income from continuing operations	$	0.70		$	1.38		$	4.51		$	3.93		$	2.36		$	1.51		$	3.24
Net income		0.70			1.38			4.51			4.16			2.43			1.59			3.32
Diluted earnings per share
Income from continuing operations	$	0.68		$	1.34		$	4.38		$	3.82		$	2.32		$	1.48		$	3.17
Net income		0.68			1.34			4.38			4.04			2.38			1.55			3.24
Cash dividends per common share		0.38			0.34			1.48			1.36			1.36			1.36			1.36
Book value		36.94			34.45			36.59			33.45			30.71			29.61			22.10
Selected balance sheet items
Trading assets	$	485,280		$	423,331		$	491,409		$	365,738		$	298,377		$	288,814		$	252,871
Loans		537,056			449,765			519,374			483,127			419,148			402,114			214,766
Total assets		1,642,862			1,408,918			1,562,147			1,351,520			1,198,942			1,157,248			770,912
Deposits		761,626			626,428			740,728			638,788			554,991			521,456			326,492
Long-term debt		189,995			143,274			183,862			133,421			108,357			95,422			48,014
Common stockholders’ equity		125,627			117,704			123,221			115,790			107,072			105,314			45,145
Total stockholders’ equity		125,627			117,704			123,221			115,790			107,211			105,653			46,154
Capital ratios
Tier 1 capital ratio		8.3	%		8.5	%		8.4	%		8.7	%		8.5	%		8.7	%		8.5	%
Total capital ratio		12.5			11.8			12.6			12.3			12.0			12.2			11.8
Leverage ratio		5.9			6.2			6.0			6.2			6.3			6.2			5.6
Market price per share of common stock(c) as of, or for the period ended,
Close	$	42.95		$	48.38		$	43.65		$	48.30		$	39.69		$	39.01		$	36.73
High		49.29			51.95			53.25			49.00			40.56			43.84			38.26
Low		36.01			45.91			40.15			37.88			32.92			34.62			20.13


	For the three months ended, (unaudited)						As of or for the year ended November 30,
	February 29, 2008			February 28, 2007			2007			2006			2005			2004			2003
Income statement
Revenues, net of interest expense	$	1,479		$	2,482		$	5,945		$	9,227		$	7,411		$	6,813		$	5,994
Noninterest expense		1,326			1,647			5,752			6,080			5,204			4,791			4,222
Income before income tax expense		153			835			193			3,147			2,207			2,022			1,772
Income tax expense (benefit)		38			281			(40	)		1,093			745			677			616
Net income	$	115			554		$	233		$	2,054		$	1,462		$	1,345		$	1,156
Average common shares outstanding(a):
Basic		129			133			130			132			130			127			128
Diluted		139			150			146			149			147			145			145

Performance ratios
Return on average common equity		4.2	%		18.3	%		1.8	%		19.1	%		16.5	%		19.1	%		20.2	%

Per common share
Basic earnings per share	$	0.89		$	4.23		$	1.68		$	15.79		$	11.42		$	10.88		$	9.44
Diluted earnings per share		0.86			3.82			1.52			14.27			10.31			9.76			8.52
Cash dividends per common share		0.32			0.32			1.28			1.12			1.00			0.85			0.74

Selected balance sheet items
Financial instruments owned	$	141,104		$	147,165		$	138,242		$	125,168		$	102,884		$	78,397		$	59,233
Total assets(b)		398,995			394,512			395,362			350,433			287,293			252,113			209,181
Long-term debt		71,753			58,494			68,538			54,570			43,490			36,843			29,430
Total stockholders’ equity		11,896			13,274			11,793			12,129			10,791			8,991			7,470

Ratios as of period ended,
Gross leverage ratio(c)		32.8	x		29.1	x		32.8	x		26.5	x		26.0	x		27.7	x(e)		26.4	x(e)
Net adjusted leverage ratio(d)		19.6			15.4			19.3			13.6			13.1			12.9	(e)		11.3	(e)

Market price per share of common stock as of or for the period ended,
Close	$	79.86		$	152.24		$	99.70		$	152.48		$	110.99		$	97.58		$	72.46
High		105.75			171.51			171.51			158.60			114.47			98.55			82.55
Low		71.17			151.49			91.04			110.50			93.09			71.00			58.65


JPMorgan Chase SEC Filings (SEC File No. 001-05805; CIK No. 0000019617)		Period or Date Filed
Annual Report on Form 10-K		Year ended December 31, 2007
Quarterly Report on Form 10-Q		Quarter ended March 31, 2008
Current Reports on Form 8-K		January 2, 2008, January 8, 2008, January 9, 2008, January 11, 2008, January 14, 2008, January 15, 2008, January 16, 2008 (two reports), January 22, 2008 (first report), January 23, 2008, January 24, 2008, January 25, 2008, January 28, 2008, January 29, 2008, January 30, 2008, January 31, 2008 (two filings), February 1, 2008, February 4, 2008, February 5, 2008, February 6, 2008, February 7, 2008, February 8, 2008, February 11, 2008, February 12, 2008, February 14, 2008, February 15, 2008, February 19, 2008, February 20, 2008, February 21, 2008, February 25, 2008, February 26, 2008, February 27, 2008, February 28, 2008, February 29, 2008 (two filings), March 3, 2008, March 4, 2008 (second filing), March 6, 2008, March 10, 2008, March 11, 2008 (two filings), March 12, 2008, March 13, 2008, March 14, 2008 (two filings), March 17, 2008, March 18, 2008 (two filings), March 19, 2008, March 20, 2008, March 21, 2008, March 24, 2008 (two filings) March 25, 2008, March 27, 2008, March 28, 2008 (three filings), March 31, 2008 (two filings), April 1, 2008, April 4, 2008, April 7, 2008, April 8, 2008, April 11, 2008, April 14, 2008, April 15, 2008, April 16, 2008 (two filings), April 17, 2008 (two filings), April 21, 2008, April 22, 2008, April 23, 2008 (two filings), April 24, 2008 (two filings), April 25, 2008 (two filings), April 28, 2008, April 29, 2008, May 1, 2008, May 6, 2008 (three filings), May 7, 2008 (two filings), May 8, 2008 (two filings), May 9, 2008, May 13, 2008 (three


JPMorgan Chase SEC Filings (SEC File No. 001-05805; CIK No. 0000019617)		Period or Date Filed
		filings), May 16, 2008 (two filings), May 19, 2008, May 20, 2008, May 21, 2008 (two filings), May 22, 2008, May 23, 2008 (two filings), May 28, 2008, May 29, 2008 (two filings), May 30, 2008 (two filings), June 2, 2008 (along with amendment filed June 6, 2008), June 3, 2008, June 5, 2008 (three filings), June 6, 2008, June 10, 2008 and June 12, 2008 (two filings) (other than the portions of those documents not deemed to be filed).
Prospectus filed pursuant to Rule 424(b)(3) under the Securities Act		April 28, 2008

Bear Stearns SEC Filings (SEC File No. 001-08989; CIK No. 0000777001)		Period or Date Filed
Annual Report on Form 10-K		Year ended November 30, 2007, as amended by the Annual Report on Form 10-K/A filed on March 31, 2008 (other than Items 7 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) and 8 (Financial Statements) and Schedule I, which are incorporated by reference from Exhibits 99.1 and 99.2 to the Current Report on Form 8-K filed on April 11, 2008)

Quarterly Report on Form 10-Q		Quarter ended February 29, 2008

Current Reports on Form 8-K		December 21, 2007, January 14, 2008, February 4, 2008, February 20, 2008, February 21, 2008, March 19, 2008, March 20, 2008, March 24, 2008, March 28, 2008, April 9, 2008, April 11, 2008, May 8, 2008, May 22, 2008, and June 2, 2008 (other than the portions of those documents not deemed to be filed)


		Page
ARTICLE 1	THE MERGER	A-1

	Section 1.1 The Merger	A-1

	Section 1.2 Effective Time	A-1

ARTICLE 2	CERTIFICATE OF INCORPORATION AND BYLAWS OF THE SURVIVING CORPORATION	A-2

	Section 2.1 Certificate of Incorporation	A-2

	Section 2.2 Bylaws	A-2

ARTICLE 3	DIRECTORS AND OFFICERS OF THE SURVIVING CORPORATION	A-2

	Section 3.1 Directors of Surviving Corporation	A-2

	Section 3.2 Officers of Surviving Corporation	A-2

ARTICLE 4	EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE CONSTITUENT CORPORATIONS	A-2

	Section 4.1 Effect of Merger on Capital Stock	A-2

	Section 4.2 Certificates Representing BSC Preferred Stock	A-3

ARTICLE 5	CONDITIONS	A-3

	Section 5.1 Conditions to Each Party’s Obligation to Effect the Merger	A-3

ARTICLE 6	TERMINATION	A-3

	Section 6.1 Termination	A-3

	Section 6.2 Effect of Termination	A-4

	Section 6.3 Waiver	A-4

ARTICLE 7	GENERAL PROVISIONS	A-4

	Section 7.1 Successors; Binding Effect; Benefit	A-4

	Section 7.2 Entire Agreement	A-4

	Section 7.3 Governing Law	A-4

	Section 7.4 Counterparts	A-4

	Section 7.5 Headings	A-4

	Section 7.6 Severability	A-4


JPMORGAN CHASE & CO.

By:		/s/ Anthony J. Horan
		Anthony J. Horan Corporate Secretary


THE BEAR STEARNS COMPANIES INC.

By:		/s/ Michael J. Cavanagh
		Michael J. Cavanagh President


BSC MERGER CORPORATION II

By:		/s/ Anthony J. Horan
		Anthony J. Horan President