New Issue: JPMorgan prices $1.05 million 10% notes linked to Procter & Gamble, Johnson & Johnson

By Laura Lutz

Des Moines, March 3 - JPMorgan Chase & Co. priced $1.05 million of 10% reverse exchangeable notes due Sept. 5, 2008 linked to the least performing of the common stocks of Procter & Gamble Co. and Johnson & Johnson, according to a 424B2 filing with the Securities and Exchange Commission.

The payout at maturity will be par if both basket stocks stay at or above 85% of their initial levels during the life of the notes, or if every basket stock finishes at or above its initial level.

Otherwise, the payout will be a number of shares of the worse performing stock equal to par divided by the initial price of that stock, or the equivalent in cash.

J.P. Morgan Securities Inc. is the agent.

Issuer:	JPMorgan Chase & Co.
Issue:	Reverse exchangeable notes
Underlying stocks:	Common stocks of Procter & Gamble Co. (NYSE: PG), Johnson & Johnson (NYSE: JNJ)
Amount:	$1,053,000
Maturity:	Sept. 5, 2008
Coupon:	10%, payable monthly
Price:	Par
Payout at maturity:	Par if every reference stock stays at or above 85% of its initial price or if every stock finishes at or above initial level; otherwise, a number of shares of the worse performing stock equal to par divided by that stock's initial price, or equivalent in cash
Protection levels:	85% of initial levels
Pricing date:	Feb. 29
Settlement date:	March 5
Agent:	J.P. Morgan Securities Inc.
Fees:	2.75% including 1.875% for selling concessions

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