Amendment to Notes

1.

Issuer:

JPMorgan Chase & Co.

2.

(i) Series Number:

2008-20

(ii) Tranche Number:

1

3.

Specified Currency or Currencies:

Euro ("EUR")

4.

Aggregate Nominal Amount of Notes admitted to trading:

(i) Series:

EUR 250,000,000

(ii) Tranche:

EUR 250,000,000

5.

(i) Issue Price:

100.00 per cent. of the Aggregate Nominal Amount

(ii) Net Proceeds:

EUR 250,000,000

6.

(i) Specified Denominations:

EUR 100,000

(ii) Calculation Amount:

Specified Denomination

7.

(i) Issue Date:

14 March 2008

(ii) Interest Commencement Date:

Issue Date

8.

Maturity Date:

14 March 2028 subject to adjustment in accordance with the Following Business Day Convention

9.

Interest Basis:

Floating Rate

(further particulars specified below)

10.

Redemption/Payment Basis:

Redemption at par

11.

Change of Interest or Redemption/Payment Basis:

From and including the Issue Date to but excluding 14 March 2011: 3 month EUR-EURIBOR-Reuters plus 0.45 per cent. per annum, Floating Rate.

From and including 14 March 2011 to but excluding the Maturity Date: 30 Year EUR-ISDA-EURIBOR Swap Rate - 11:00 minus 0.10 per cent. per annum, Floating Rate

(further particulars specified below)

12.

Put/Call Options:

Not Applicable

13.

(i) Status of the Notes:

Senior

(ii) Date Board approval for issuance of Notes obtained:

Not Applicable

14.

Method of distribution:

Non-syndicated

Provisions Relating to Interest (if any) Payable

15.

Fixed Rate Note Provisions

Not Applicable

16.

Floating Rate Note Provisions

Applicable

(i) Interest Period(s)/Specified Period(s):

The period from and including the Interest Commencement Date to but excluding the first Specified Interest Payment Date and each successive period from and including a Specified Interest Payment Date to but excluding the next succeeding Specified Interest Payment Date.

(ii) Specified Interest Payment Dates:

In respect of each Interest Period from and including the Issue Date to but excluding 14 March 2011: Each 14 March, 14 June, 14 September and 14 December in each year from and including 14 June 2008 to and including 14 March 2011 subject to adjustment in accordance with the Business Day Convention set out below and there shall be an adjustment to the accrual of interest.

In respect of each Interest Period from and including the 14 March 2011 to but excluding the Maturity Date: Each 14 March in each year from and including 14 March 2012 to and including the Maturity Date subject to adjustment in accordance with the Business Day Convention set out below and there shall be no adjustment to the accrual of interest.

(iii) Business Day Convention:

In respect of each Interest Period from and including the Issue Date to but excluding 14 March 2011:

Modified Following Business Day Convention

In respect of each Interest Period from and including 14 March 2011 to but excluding the Maturity Date:

Following Business Day Convention

(iv) Additional Business Centre(s):

TARGET2 and London

"TARGET2" means a day on which Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System which utilises a single shared platform and which was established on 19 November 2007, or any successor thereto is open.

(v) Manner in which the Rate(s) of Interest is/are to be determined:

ISDA Determination

(vi) Party responsible for calculating the Rate(s) of Interest and Interest Amount(s) (if not the Calculation Agent):

Not Applicable

(vii) Screen Rate Determination:

Not Applicable

(viii) ISDA Determination

Applicable

- Floating Rate Option:

In respect of each Interest Period from and including the Issue Date to but excluding 14 March 2011: EUR-EURIBOR-Reuters

In respect of each Interest Period from and including 14 March 2011 to but excluding the Maturity Date: EUR-ISDA-EURIBOR Swap Rate - 11:00

- Designated Maturity:

In respect of each Interest Period from and including the Issue Date to but excluding 14 March 2011: 3 months

In respect of each Interest Period from and including 14 March 2011 to but excluding the Maturity Date: 30 years

- Reset Date:

In respect of each Interest Period from and including the Issue Date to but excluding 14 March 2011: Two TARGET2 Settlement Days prior to the start of each Interest Period

In respect of each Interest Period from and including 14 March 2011 to but excluding the Maturity Date: Two TARGET2 Settlement Days prior to the start of each Interest Period

(ix) Margin(s):

In respect of each Interest Period from and including the Issue Date to but excluding 14 March 2011, plus 0.45 per cent. per annum

In respect of each Interest Period from and including 14 March 2011 to but excluding the Maturity Date, minus 0.10 per cent. per annum

(x) Minimum Rate of Interest:

In respect of each Interest Period from and including the Issue Date to but excluding 14 March 2011: Not Applicable

In respect of each Interest Period from and including 14 March 2011 to but excluding the Maturity Date: 0.00 per cent. per annum

(xi) Maximum Rate of Interest:

In respect of each Interest Period from and including the Issue Date to but excluding 14 March 2011: Not Applicable

In respect of each Interest Period from and including 14 March 2011 to but excluding the Maturity Date: 6.00 per cent. per annum

(xii) Day Count Fraction:

In respect of each Interest Period from and including the Issue Date to but excluding 14 March 2011: Actual/360, adjusted

In respect of each Interest Period from and including 14 March 2011 to but excluding the Maturity Date: 30/360, unadjusted

(xiii) Fall back provisions, rounding provisions, denominator and any other terms relating to the method of calculating interest on Floating Rate Notes, if different from those set out in the Conditions:

As set out in the Conditions

17.

Zero Coupon Note Provisions

Not Applicable

18.

Index Linked Interest Note/Other variable- linked interest Note Provisions

Not Applicable

19.

Dual Currency Note Provisions

Not Applicable

Provisions Relating to Redemption

20.

Issuer Call

Not Applicable

21.

Issuer Put

Not Applicable

22.

Final Redemption Amount of each Note

EUR 100,000 per Calculation Amount

23.

Early Redemption Amount

(i) Early Redemption Amount(s) of each Note payable on redemption for taxation reasons or on event of default (or in the case of Index Linked Redemption Notes, following an Index Adjustment Event in accordance with Condition 5(h)(iii) or other early redemption and/or the method of calculating the same (if required or if different from that set out in the Conditions):

As set out in the Conditions

(ii) Unmatured Coupons to become void upon early redemption (Bearer Notes only) (Condition 8):

Yes

24.

Index Linked Redemption Notes:

Not Applicable

25.

Credit Linked Notes

Not Applicable

Payments/Physical Delivery

26.

Additional Financial Centre(s) or other special provisions relating to Payment Dates:

TARGET2 and London

27.

Physical Delivery

Not Applicable

General Provisions Applicable to the Notes

28.

Form of Notes:

Bearer Notes

Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for definitive Bearer Notes at the request of any holder or upon an Exchange Event, as set out in the Terms and Conditions

29.

Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature):

Yes

30.

Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences (if any) of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment:

Not Applicable

31.

Details relating to Instalment Notes:

Not Applicable

32.

Redenomination, renominalisation and reconventioning provisions:

Not Applicable

33.

New Global Note

No

34.

Consolidation provisions:

Not Applicable

35.

Other final terms or special conditions:

Not Applicable

Distribution

36.

(i) If syndicated, names of Managers:

Not Applicable

(ii) Stabilising Manager(s) (if any):

Not Applicable

37.

If non-syndicated, name of Dealer:

J.P. Morgan Securities Ltd., 125 London Wall, London EC2Y 5AJ

38.

Whether TEFRA D rules applicable or TEFRA rules not applicable:

TEFRA D

39.

Additional selling restrictions:

Not Applicable

General

40.

Additional steps that may only be taken following approval by an Extraordinary Resolution in accordance with Condition 12:

Not Applicable

1. LISTING

(i) Listing:

Ireland

(ii) Admission to trading:

The Notes have been admitted to trading on the regulated market of the Irish Stock Exchange with effect from 14 March 2008.

(iii) Estimate of total expenses relating to admission to trading:

EUR 500

2. RATINGS

The Notes will not be rated

3. NOTIFICATION

Not Applicable

4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save as discussed in the section headed "Subscription and Sale" in the Base Prospectus so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.

5. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

(i) Reasons for the offer

See "Use of Proceeds" wording in Base Prospectus

(ii) Estimated net proceeds:

EUR 250,000,000

(iii) Estimated total expenses:

Not Applicable

6. YIELD

Not Applicable

7. PERFORMANCE OF INDEX/FORMULA/OTHER VARIABLE AND OTHER INFORMATION CONCERNING THE UNDERLYING

Not Applicable

8. PERFORMANCE OF RATE[S] OF EXCHANGE

Not Applicable

9. OPERATIONAL INFORMATION

(i) ISIN Code:

XS0348130518

(ii) Common Code:

034813051

(iii) Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking Société Anonyme and the relevant identification number(s):

Not Applicable

(iv) Delivery:

Delivery against payment

(v) Names and addresses of additional Paying Agent(s) (if any):

Not Applicable

(vi) Registrar:

Not Applicable

(vii) Intended to be held in a manner which would allow Eurosystem eligibility:

No

10. GENERAL

The aggregate nominal amount of Notes issued has been translated into U.S. dollars at the rate of 1.457, producing a sum of (for Notes not denominated in U.S. dollars):

US$364,250,000