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SUMMARY AND SECURITIES NOTE 28 March 2007

JPMorgan Chase Bank, N.A.

(a National Banking Association organised pursuant to the laws of the United States of America) as Issuer of

Up to EUR 50,000,000 (being the equivalent of up to 500,000 units) Equity Protection Certificates linked to the S&P/MIB Index, due April 2012

U.S.$35,000,000,000

Euro Medium Term Note Programme Issue Price: EUR 100 per Certificate

The Certificates are capital protected debt instruments and shall be issued under the U.S.$35,000,000,000 Euro Medium Term Note Programme having an outstanding nominal amount as at the Issue Date of EUR 100 per security (being the equivalent of one unit).

This document, comprised of the Summary and Securities Note (this "Document"), together with the registration document dated 18 August 2006 of JPMCB (as defined below) (the "Original JPMCB Registration Document"), as supplemented by supplements to the Original JPMCB Registration Document dated 17 October 2006, 20 December 2006 and 22 March 2007 (the Original JPMCB Registration Document as so supplemented, the "JPMCB Registration Document"), which has previously been published on the website of the Luxembourg Stock Exchange, (www.bourse.lu), constitutes a prospectus (the "Prospectus") for the purposes of article 5.3 of Directive 2003/71/EC (the "Prospectus Directive") relating to up to EUR 50,000,000 (being the equivalent of up to 500,000 units) Equity Protection Certificates linked to the S&P/MIB Index, due April 2012 (the "Certificates") to be issued by JPMorgan Chase Bank, N.A. (the "Issuer" or "JPMCB") under its U.S.$35,000,000,000 Euro Medium Term Note Programme (the "EMTN Programme") relating to issues of non-equity securities.

This Document which will be published on the website of the Luxembourg Stock Exchange, (www.bourse.lu), and the JPMCB Registration Document should be read and construed in conjunction with the Base Prospectus (as defined in "Documents Incorporated by Reference" below and to the extent only of the specified sections of the Base Prospectus incorporated by reference herein).

The Certificates being offered hereby are being issued pursuant to the EMTN Programme (as defined below), provided that:

(1) all current references to "Certificate" and "Certificates" in the relevant sections of the Base Prospectus incorporated by reference herein shall be deemed to be instead to "Registered Note Certificate" and

"Registered Note Certificates";

(2) all current references to "Note" and "Notes" in the relevant sections of the Base Prospectus incorporated by reference herein shall be deemed to be instead to "Certificate" and "Certificates"; and

(3) all current references to "Noteholder" and "Noteholders" in the relevant section of the Base Prospectus

incorporated by reference herein shall be deemed to be instead to "Holder" and "Holders".

The Certificates will be offered for sale to the public in Italy during a subscription period from (and including) 3 April 2007 to (and including) 24 April 2007, provided that the relevant regulatory approvals have been granted.

Such subscription period is subject to adjustment by or on behalf of the Issuer and any adjustments to the subscription period will be set out in one or more notices to be made available on the website of the Luxembourg Stock Exchange (www.bourse.lu) (and for the avoidance of doubt, no supplement to this Document will be published in relation thereto). The total number of Certificates to be issued will be determined based on market demand for the Certificates during the subscription period together with market conditions (including the prices of the underlying Reference Assets (as defined below)) at the end of the subscription period and will be made available on the website of the Luxembourg Stock Exchange (www.bourse.lu) on or around the last day of the subscription period (and for the avoidance of doubt, no supplement to this Document will be published in relation thereto).

Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent authority under the Luxembourg Act dated 10 July 2005 on prospectuses for securities to approve this Prospectus and application has been made for the Certificates to be admitted to the Official List and trading on the Regulated Market of the Luxembourg Stock Exchange, which is regulated by Directive 2004/39/EC on Markets in Financial Instruments.

Save as provided herein, JPMCB accepts responsibility for the information given in this Document and confirms that, having taken all reasonable care to ensure that such is the case, the information contained in this Document is, to the best of its knowledge, in accordance with the facts and does not omit anything likely to affect its import.

The Certificates have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the

"Securities Act"), or any state securities laws, and trading in the Certificates has not been approved by the U.S.

Commodity Futures Trading Commission (the "CFTC") under the U.S. Commodity Exchange Act, as amended (the "CEA"). The Certificates include Certificates in bearer form that are subject to certain U.S. tax law requirements. Subject to certain exceptions, Certificates may not be offered, sold, pledged, assigned, delivered, transferred or redeemed at any time within the United States or to, or for the account or benefit of, any U.S.

Person. The term "U.S. Person" has the meaning ascribed to it in either Regulation S under the Securities Act ("Regulation S") or the U.S. Internal Revenue Code of 1986, as amended (the "Code"). The Certificates are being offered and sold outside the United States to non-U.S. Persons pursuant to the registration exemptions contained in Regulation S and Section 3(a)(2) of the Securities Act and may not be legally or beneficially owned at any time by any U.S. Person.

The Issue Price in respect of the Certificates specified above may be more than the market value of such Certificates as at the Issue Date, and the price, if any, at which the Dealer or any other person is willing to purchase such Certificates in secondary market transactions is likely to be lower than the Issue Price in respect of such Certificates. In particular, the Issue Price in respect of the Certificates may take into account amounts with respect to commissions relating to the issue and sale of such Certificates as well as amounts relating to the hedging of the Issuer's obligations under such Certificates, and secondary market prices are likely to exclude such amounts. In addition, pricing models of relevant market participants may differ or produce a different result.

The Commission de Surveillance du Secteur Financier of Luxembourg has been requested to provide the competent authority of Italy for the purposes of the Prospectus Directive with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the Prospectus Directive. Further requests may be made in the future.

Arranger and Dealer

J.P. Morgan Securities Ltd.

The Certificates issued by JPMCB are not a deposit insured or guaranteed by the United States Federal Deposit Insurance Corporation ("FDIC") or any other government authority. The Certificates issued by JPMCB are an unsecured and unsubordinated debt obligation of JPMCB and not of its parent, JPMorgan Chase & Co. ("JPMorgan Chase"), or any of its affiliates, and will rank pari passu with all other unsecured and unsubordinated indebtedness of JPMCB, subject to a preference in favor of certain deposit liabilities of JPMCB or other obligations that are subject to any priorities or preferences.

An investment in Certificates is subject to a very high degree of complex risks which may arise without warning, may at times be volatile and losses may occur quickly and in unanticipated magnitude.

Certificates are extremely speculative and investors bear the risk that they could lose all of their investment. No person should acquire any Certificates unless that person understands the nature of the relevant transaction and the extent of that person's exposure to potential loss and has a valid business purpose for acquiring such Certificates and any investment in such Certificates is consistent with such person's overall investment strategy. Each prospective purchaser of the Certificates should consider carefully whether the Certificates it considers acquiring are suitable for it in the light of such prospective purchaser's investment objectives, financial capabilities and expertise. Prospective purchasers of the Certificates should consult their own business, financial, investment, legal, accounting, regulatory, tax and other professional advisers to assist them in determining the suitability of the Certificates for them as an investment. See "Risk Factors".

The amount of payment, if any, that investors in Certificates will receive on the relevant Interest Payment Date or Redemption Date with respect to the Interest Amount, Final Redemption Amount or any other amount, as the case may be, of such Certificates may be entirely dependent on the performance of the one or more Shares or Indices or any other type of instrument or asset (together the "Reference Assets" and each, a "Reference Asset) to which such Certificates are linked between the Issue Date and the relevant Interest Payment Date or the relevant Redemption Date, as the case may be, as well as on exchange rate fluctuations between the currency of the Reference Assets and the currency of the relevant Certificates and the ability of the Hedging Entity to realize on its investment in such Reference Assets at the relevant Interest Payment Date or the relevant Redemption Date, as the case may be.

Any information contained herein relating to the Reference Asset will only consist of extracts from, or summaries of, information contained in financial and other information released publicly by the issuer, owner, guarantor or sponsor, as the case may be, of the Reference Asset. The Issuer accepts responsibility for accurately reproducing such extracts or summaries (insofar as it is applicable) and confirm that as far as they are aware and are able to ascertain from such information, no facts have been omitted which would render the reproduced information inaccurate or misleading but do not accept any further or other responsibility in respect of such information. The Issuer does not intend to provide any post- issuance information, except if required by any applicable laws and regulations.

None of the Issuer, the Arranger, the Dealer or any of their affiliates has participated in the preparation of such information or made any due diligence inquiry with respect to the Reference Asset or any issuer, owner, guarantor or sponsor thereof in connection with the offering of the Certificates. None of the Issuer, the Arranger, the Dealer or any of their affiliates has made or is making any representation that such information is accurate, complete or timely. None of the Issuer, the Arranger, the Dealer or any of their affiliates has made or is making any representation with respect to the past or future performance of the Reference Asset or any issuer, owner, guarantor or sponsor thereof.

Although the Issuer, the Arranger, the Dealer or their affiliates may from time to time have an

investment in, or a banking or other commercial relationship with, one or more issuers, owners,

guarantors or sponsors of the Reference Assets and, in the course of such relationships, the Issuer, the

Arranger, the Dealer or any of their affiliates may come into possession of material, non-public

information regarding such asset, none of the Issuer, the Arranger, the Dealer or their affiliates has been

acting at any time during an offering of any Certificates as an underwriter, distributor or other similar

agent for any issuer, owner, guarantor or sponsor of the Reference Asset for the Certificates or is under

any obligation to inform prospective purchasers or legal or beneficial owners either of the nature of or the

fact that they were in possession of such information.

In making an investment decision with respect to Certificates, an investor should make an investment decision with respect to the Reference Asset underlying such Certificates, and, accordingly, an investor should conduct an independent investigation of the relevant Reference Asset and the risks related to an investment in such Certificates; in such investigation, it should (i) obtain copies of all the documents that are publicly available to the potential and actual investors in such Reference Asset and review all such documents carefully, (ii) ask questions of the respective managements of the issuers, owners, guarantors or sponsors of such Reference Asset in respect of such documentation and in respect of such other matters as such an investor deems necessary or appropriate to making an informed investment decision with respect to such Reference Asset, (iii) request from the issuers, owners, guarantors or sponsors of the Reference Asset all additional information considered by such an investor necessary or appropriate to verify the accuracy of, or to supplement the information contained in, this Document or in the documents otherwise obtained by such an investor, (iv) consult such investor's own legal counsel and business, investment, financial, accounting, regulatory and tax advisors to determine the consequences of the investment in the Certificates and (v) not rely on the Issuer, the Arranger, the Dealer or any of their affiliates in connection with such investor's investigation of the accuracy of such information or such investor's investment decision.

None of the Issuer, the Arranger, the Dealer or any of their respective affiliates, representatives or agents is acting as a fiduciary for or an advisor to any prospective purchaser of the Certificates with respect to the acquisition of the Certificates. The Issuer, the Arranger, the Dealer and their affiliates are not responsible for determining the legality or suitability of an investment by any prospective purchaser in Certificates.

No person has been authorised to give any information or to make any representation other than those contained in this Document in connection with the issue or sale of the Certificates and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, the Dealer or the Arranger. Neither the delivery of this Document nor any sale made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer since the date hereof or the date upon which this Document has been most recently supplemented or that there has been no adverse change in the financial position of the Issuer since the date hereof or the date upon which this Document has been most recently supplemented or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same.

The distribution of this Document and the offering or sale of the Certificates in certain jurisdictions may be restricted by law. Persons into whose possession this Document comes are required by the Issuer, the Dealer and the Arranger to inform themselves about and to observe any such restriction. The publication of this Document is not intended as an offer or solicitation for the purchase or sale of any financial instrument in any jurisdiction where such offer or solicitation would violate the laws of such jurisdiction.

The Certificates have not been and will not be registered under the Securities Act and include Certificates in bearer form that are subject to U.S. tax law requirements. Certificates may not be offered, sold, transferred, pledged, assigned, delivered or redeemed within the United States or to or for the account or benefit of any U.S. Person. The Certificates are being offered and sold outside the United States to non- U.S. Persons in reliance on the registration exemptions contained in Regulation S and Section 3(a)(2) under the Securities Act. For a description of certain restrictions on offers and sales of Certificates and on distribution of this Document, see "Subscription and Sale" in the Original Base Prospectus incorporated herein (beginning at page 154).

The Certificates have not been approved or disapproved by the U.S. Securities and Exchange Commission (the "SEC"), any state securities commission in the United States, the CFTC, any U.S.

federal or state banking authority or any other U.S. regulatory authority nor has any of the foregoing authorities passed upon or endorsed the merits of the offering of Certificates or the accuracy or the adequacy of this Document. Any representation to the contrary is a criminal offence in the United States.

This Document does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Dealer

to subscribe for, or purchase, any Certificates.

Bearer Certificates will be issued in compliance with U.S. Treas. Reg. §1.163-5(c)(2)(i)(D) (the "D Rules") unless the Certificates are issued in circumstances in which the Certificates will not constitute

"registration required obligations" under the United States Tax Equity and Fiscal Responsibility Act of 1982 ("TEFRA"), which circumstances will be referred to in the relevant Final Terms as a transaction to which TEFRA is not applicable.

Each prospective purchaser of Certificates and such purchaser's employees, representatives, or other agents may disclose to any and all persons, without limitation of any kind, the U.S. federal income tax treatment and tax structure of the offering of Certificates pursuant to this Document and all materials of any kind (including any opinions or other tax analyses provided) relating to such U.S. federal income tax treatment and tax structure.

The Arranger and the Dealer have not separately verified the information contained in this Document.

None of the Dealer or the Arranger makes any representation, express or implied, or accepts any responsibility, with respect to the accuracy or completeness of any of the information in this Document.

This Document is not intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by any of the Issuer, the Arranger or the Dealer that any recipient of this Document should purchase the Certificates. Each potential purchaser of Certificates should determine for himself the relevance of the information contained in this Document and any purchase of Certificates should be based upon such investigation as such potential purchaser deems necessary. None of the Dealer or the Arranger undertakes to review the financial condition or affairs of either of the Issuer during the life of the arrangements contemplated by this Document nor to advise any investor or potential investor in the Certificates of any information coming to the attention of any of the Dealer or the Arranger.

Each prospective purchaser of Certificates must ensure that the complexity and risks inherent in the Certificates are suitable for such prospective purchaser's objectives and, if applicable, the size, nature and condition of such purchaser's business.

The Jersey Financial Services Commission (the "Commission") has given, and has not withdrawn, its consent under Article 8 of the Control of Borrowing (Jersey) Order 1958 , as amended, to the circulation in Jersey of an offer for subscription, sale or exchange of Certificates by the Issuer.

The Commission is protected by the Control of Borrowing (Jersey) Law 1947, as amended, against liability arising from the discharge of its functions under that law.

A copy of this document has been delivered to the Jersey Registrar of Companies in accordance with Article 5 of the Companies (General Provisions) (Jersey) Order 2002. The Registrar has given, and has not withdrawn, his consent to its circulation.

It must be distinctly understood that, in giving these consents, neither the Jersey Registrar of Companies nor the Jersey Financial Services Commission takes any responsibility for the financial soundness of the Issuer or for the correctness of any statements made, or opinions expressed, with regard to them.

Capitalised terms used herein shall be as defined in "Terms and Conditions" unless otherwise specified.

In this Document, unless otherwise specified or the context otherwise requires, references to "U.S.$",

"USD", "$" and "U.S. Dollars" are to United States dollars, and to "EUR", "euro" and "€" are to the

currency introduced at the third stage of the European economic and monetary union pursuant to the

Treaty establishing the European Community, as amended.

DOCUMENTS INCORPORATED BY REFERENCE

The information contained in the following document, which has previously been published on the website of the Luxembourg Stock Exchange (www.bourse.lu), is incorporated in, and forms a part of, this Document:

• the base prospectus dated 18 August 2006 relating to issues of non-equity securities under the EMTN Programme by JPMCB and J.P. Morgan International Derivatives Ltd. ("JPMIDL") which has been approved for the purpose of the Prospectus Directive (the "Original Base Prospectus"), as supplemented by a supplement to the Original Base Prospectus dated 17 October 2006 relating to the change of Listing Agent and the filing by JP Morgan Chase & Co. of its current reports on Form 8-K with the U.S. Securities and Exchange Commission (the "Listing Agent Supplement"), a supplement to the Original Base Prospectus dated 29 November 2006 relating to an amended and restated guarantee applying to any Certificates issued under the EMTN Programme from and including 29 November 2006 (the "Guarantee Supplement"), a supplement to the Original Base Prospectus dated 20 December 2006 relating to the filing by JP Morgan Chase & Co. of its third quarter report on Form 10-Q with the U.S. Securities and Exchange Commission and the filing by JPMCB of its Consolidated Reports of Condition and Income as at 30 September 2006 with the U.S. Federal Deposit Insurance Company (the "2006 Third Quarter 10-Q Form and Call Report Supplement"), a supplement to the Original Base Prospectus dated 21 February 2007 relating to an increase in the EMTN Programme and an amended and restated guarantee (the "Programme Limit Increase Supplement"), a supplement to the Original Base Prospectus dated 22 March 2007 relating to the filing by JP Morgan Chase & Co of its Annual Report on Form 10-K with the U.S. Securities and Exchange Commission and the filing by JPMCB of its Consolidated Reports of Condition and Income as at 31 December 2006 with the U.S.

Federal Deposit Insurance Company (the "2006 Annual Report and Call Report Supplement") and a supplement to the Original Base Prospectus dated 27 March 2007 relating to Danish Notes (the

"Danish Supplement") (and the Original Base Prospectus so supplemented, the "Base Prospectus").

The table below sets out the relevant page references for the information incorporated herein by reference:

Information incorporated by reference Page reference

From the Original Base Prospectus

Risk Factors (excluding "Risk Factors relating to Polish Notes" and the subsequent risk factors relating to Polish Notes)

Page 14

Terms and Conditions of the Notes Page 29

Summary of Provisions relating to the Notes while in Global Form Page 146

Use of Proceeds Page 152

Subscription and Sale Page 154

Taxation Page 169

General Information Page 236

From the Listing Agent Supplement

Amendments to Listing Agent and incorporation of Form 8-K Pages 1 to 3

From the 2006 Third Quarter 10-Q Form and Call Report Supplement

Incorporation of 2006 Third Quarter Form 10-Q and Call Report Pages 1 to 3 From the Programme Limit Increase Supplement

Increase of aggregate nominal amount of Notes Page 1

Form of amended and restated guarantee Page 1

From the 2006 Annual Report and Call Report Supplement

Incorporation of 2006 Annual Report and Call Report Pages 1 to 3

Notwithstanding the foregoing:

(1) all current references to "Certificate" and "Certificates" in the relevant sections of the Base Prospectus incorporated by reference herein shall be deemed to be instead to "Registered Note Certificate" and

"Registered Note Certificates";

(2) all current references to "Note" and "Notes" in the relevant sections of the Base Prospectus incorporated by reference herein shall be deemed to be instead to "Certificate" and "Certificates"; and

(3) all current references to "Noteholder" and "Noteholders" in the relevant section of the Base Prospectus incorporated by reference herein shall be deemed to be instead to "Holder" and "Holders".

Any information not listed in the table above but included in the documents incorporated by reference is given for information purposes only.

Investors who have not previously reviewed the information contained in the above documents should do so in

connection with their evaluation of the Certificates.

TABLE OF CONTENTS

SECTION PAGE

SUMMARY ... 9

RISK FACTORS ... 16

TERMS AND CONDITIONS ... 17

ANNEX A ...28

ANNEX B ...34

SUMMARY

This summary must be read as an introduction to this Document and any decision to invest in the Certificates should be based on a consideration of the Prospectus as a whole, including the documents incorporated by reference. Following implementation of the relevant provisions of the Prospectus Directive (Directive 2003/71/EC) in each Member State of the European Economic Area, no civil liability will attach to the Issuer in any such Member State solely on the basis of this summary, including any translation thereof, unless it is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus. Where a claim relating to the information contained in the Prospectus is brought before a court in a Member State of the European Economic Area, the plaintiff may, under the national legislation of the Member State where the claim is brought, be required to bear the costs of translating the Prospectus before the legal proceedings are initiated.

Information and risk factors in respect of JPMCB JPMCB

History and Development of JPMCB

JPMorgan Chase Bank, N.A. ("JPMCB") is a wholly owned bank subsidiary of JPMorgan Chase & Co.

("JPMorgan Chase"). JPMCB is supervised by the U.S. Office of the Comptroller of the Currency ("OCC") and its registered office is located at 1111 Polaris Parkway, Columbus, Ohio 43240, United States of America.

JPMCB's principal place of business is located at 270 Park Avenue, New York, NY 10017, United States of America (telephone number +1 212 270 6000). JPMCB is a commercial bank offering a wide range of banking services to its customers both domestically and internationally.

JPMCB was organised in the legal form of a banking corporation under the laws of the State of New York on 26 November 1968 for an unlimited duration. On 13 November 2004:

(a) JPMCB converted from a banking corporation organised under the laws of the State of New York into a national banking association organised under the laws of the United States of America (U.S.) for an unlimited duration;

(b) JPMCB's name was changed to JPMorgan Chase Bank, National Association; and

(c) Bank One, National Association (Chicago, Illinois) and Bank One, National Association (Columbus, Ohio) merged into JPMCB, with JPMCB being the surviving legal entity.

In connection with becoming a U.S. national banking association, JPMCB is regulated and examined primarily by the OCC, which is the supervisory and regulatory authority of national banks in the U.S.

JPMCB is a member of the Federal Reserve System and its deposits are insured by the Federal Deposit Insurance Corporation. Its Federal Reserve Bank Identification Number is 852218.

As of 31 December 2006, JPMCB, had total assets of U.S.$1,179,400,000,000, total net loans of U.S.$416,700,000,000, total deposits of U.S.$650,600,000,000, and total stockholder’s equity of U.S.$96,000,000,000. These figures are extracted from JPMCB's unaudited Consolidated Reports of Condition and Income as at 31 December 2006, which are filed with the Federal Deposit Insurance Corporation ("FDIC").

Principal Business Activities

JPMCB's business activities are, for management reporting purposes, organised and integrated with the

businesses of JPMorgan Chase and its affiliates into business segments for each line of business as well as a

Corporate segment. The wholesale businesses are comprised of the Investment Bank, Commercial Banking,

Treasury & Securities Services, and Asset & Wealth Management. The consumer business is comprised of

Retail Financial Services.

Organisational Structure

JPMCB is one of the principal, wholly-owned bank subsidiaries of JPMorgan Chase, a company incorporated in the State of Delaware in the U.S.. The ordinary shares of JPMorgan Chase are listed on the New York Stock Exchange with ticker "JPM" and they are also listed on the London and Tokyo Stock Exchanges. The ordinary shares of JPMorgan Chase form part of the Dow Jones Industrial Average Index of the New York Stock Exchange. Financial and legal information on JPMorgan Chase, including the most recent Form 10-K for the year ended 31 December 2005 of JPMorgan Chase, the 2005 Annual Report of JPMorgan Chase and additional annual, quarterly and current reports filed with the U.S. Securities and Exchange Commission ("SEC") by JPMorgan Chase, as they become available, may be obtained by any interested party from the SEC website (http://www.sec.gov). Further information on JPMorgan Chase and its group can be obtained from its website (http://www.jpmorganchase.com).

Set forth below are certain risks and uncertainties that JPMCB believes could adversely affect JPMCB's results:

• JPMCB's results of operations could be adversely affected by U.S. and international markets and economic conditions.

• There is increasing competition in the financial services industry which may adversely affect JPMCB's results of operations.

• JPMCB's acquisitions and integration of acquired businesses may not result in all of the benefits anticipated.

• JPMCB relies on its systems, employees and certain counterparties, and certain failures could materially adversely affect JPMCB's operations.

• JPMCB's non-U.S. trading activities and operations are subject to risk of loss, particularly in emerging markets.

• If JPMCB does not successfully handle issues that may arise in the conduct of its business and operations its reputation could be damaged, which could in turn negatively affect its business.

• JPMCB operates within a highly regulated industry and its business and results are significantly affected by the regulations to which it is subject.

• JPMCB faces significant legal risks, both from regulatory investigations and proceedings and from private actions brought against JPMCB.

• JPMCB's ability to attract and retain qualified employees is critical to the success of its business and failure to do so may materially adversely affect its performance.

• Government monetary policies and economic controls may have a significant adverse affect on JPMCB's businesses and results of operations.

• JPMCB's framework for managing its risks may not be effective in mitigating risk and loss to JPMCB.

• If JPMCB does not effectively manage its liquidity, its business could be negatively impacted.

• Future events may be different than those anticipated by JPMCB's management assumptions and

estimates, which may cause unexpected losses in the future.

Information and risk factors with respect to the Certificates

Issuer JPMorgan Chase Bank, N.A.

Description of the Certificates Up to EUR 50,000,000 (being the equivalent of up to 500,000 units) Equity Protection Certificates linked to the S&P/MIB Index, due April 2012

Description of the Reference Assets The Reference Asset to which the Certificates are linked is the S&P/MIB Index (Bloomberg: SPMIB Index). Further information on the Reference Asset is also set forth in the Annex hereto.

The Securities are not sponsored, endorsed, promoted or sold by the Index Sponsor.

Subscription Period The Certificates will be offered for sale to the public in Italy during a subscription period from (and including) 3 April 2007 to (and including) 24 April 2007, provided that the relevant regulatory approvals have been granted. Such subscription period is subject to adjustment by or on behalf of the Issuer in accordance with the applicable regulations.

Arranger J.P. Morgan Securities Ltd.

Dealer J.P. Morgan Securities Ltd.

Fiscal Agent JPMorgan Chase Bank, N.A., London branch

Paying Agents JPMorgan Chase Bank, N.A., London branch and J.P. Morgan Bank Luxembourg S.A.

Registrar J.P. Morgan Bank Luxembourg S.A.

Transfer Agents JPMorgan Chase Bank, N.A., London branch and J.P. Morgan Bank Luxembourg S.A.

Calculation Agent J.P. Morgan Securities Ltd.

All calculations, determinations or adjustments made by the Calculation Agent shall, in the absence of manifest error, be final, conclusive and binding on the holders of the Certificates. Neither the Calculation Agent nor the Issuer shall have responsibility to holders of the Certificates for good faith errors or omissions in the Calculation Agent's calculations and determinations as provided in the Conditions.

Issue Date 30 April 2007

Issue Price EUR 100 per Certificate

The Issue Price in respect of the Certificates specified above may be

more than the market value of such Certificates as at the Issue Date,

and the price, if any, at which the Dealer or any other person is willing

to purchase such Certificates in secondary market transactions is likely

to be lower than the Issue Price in respect of such Certificates. In

particular, the Issue Price in respect of the Certificates may take into

account amounts with respect to commissions relating to the issue and

sale of such Certificates as well as amounts relating to the hedging of

the Issuer's obligations under such Certificates, and secondary market prices are likely to exclude such amounts. In addition, pricing models of relevant market participants may differ or produce a different result.

Settlement Currency EUR

Reference Amount EUR 100 per Certificate

Minimum Trading Size The Certificates may only be traded in a minimum multiple of one Certificate (corresponding to a nominal amount of EUR 100) and, thereafter in multiples of one Certificate (corresponding to a nominal amount of EUR 100).

Maturity Date 30 April 2012

Redemption Date Maturity Date (subject as provided in the Conditions, as supplemented and amended herein)

Settlement Cash settlement

Interest None

Redemption Amount Index Linked

On the Redemption Date (subject to earlier redemption in accordance with the Conditions), the Holders will receive the Reference Amount per Certificate, together with an additional amount depending on the performance of the Index on the Valuation Date. Such additional amount per Certificate will be determined by the Calculation Agent to be the product of (i) the Reference Amount per Certificate and (ii) the higher of (a) zero and (b) the Performance of the Index.

The Performance of the Index is, generally, the value determined by the Calculation Agent to be the quotient of (i) the difference between the official closing level of the Index on the Valuation Date (which is scheduled to fall on 24 April 2012) and the official closing level of the Index on the Initial Valuation Date (which is scheduled to fall on 24 April 2007), and (ii) the official closing level of the Index on the Initial Valuation Date.

Capitalised terms used herein shall bear the meanings ascribed to them in Part A or Part C of the "Terms and Conditions" below.

Early Redemption The Certificates may be redeemed early following an event of default as set out in Condition 9. Certificates will be redeemable at the option of the Issuer prior to maturity for tax reasons as set out in Condition 5(c).

The Early Redemption Amount in respect of each Certificate shall be

an amount determined in good faith and in a commercially reasonable

manner by the Calculation Agent to be the fair market value of such

Certificates immediately prior to (and ignoring the circumstances

leading to) such early redemption, adjusted to account fully for any

reasonable expenses and costs of unwinding any underlying and/or

related hedging and funding arrangements (including, without

limitation any equity options, equity swaps or other instruments of any

type whatsoever hedging the Issuer's obligations under the

Certificates), Provided That such amount shall not be less than the

Reference Amount per Certificate.

Disruptions A Disrupted Day or Market Disruption Event (each as defined herein) may result in postponement of and/or alternative provisions for valuation and may have an adverse effect on the value of the Certificates.

Method of Issue The Certificates will be issued in series (each a "Series"). Each Series may be issued in tranches (each a "Tranche") on the same or different issue dates.

Form of Certificates The Certificates will be issued in bearer form and will be represented on issue by a temporary Global Certificate exchangeable for a permanent Global Certificate which is exchangeable for Definitive Certificates in the limited circumstances specified in the permanent Global Certificate.

In relation to Global Certificates, persons for the time being appearing in the books of the Relevant Clearing System shall be treated as Holders and in the case of Definitive Securities the person in whose name the Definitive Security is registered shall be treated as the Holder.

Status of Certificates Certificates will constitute unsubordinated and unsecured obligations of the Issuer.

Cross Default and Negative Pledge None

Taxation Holders will be liable for any taxes due and payable arising in connection with any exercise, settlement or redemption of Certificates and/or with the resulting transfer of any reference asset(s).

Holders should also take note of the section of this Document entitled

"Italian Taxation".

Governing Law The Certificates are governed by English law.

Listing and Admission to Trading Application has been made for the Certificates to be admitted to the Official List and traded on the Regulated Market of the Luxembourg Stock Exchange. No assurances can be given that such listing and admission to trading will be approved.

Relevant Clearing Systems Euroclear, Clearstream, Luxembourg and Monte Titoli S.p.A.

No Ownership by U.S. Persons Certificates may not be legally or beneficially owned by U.S. Persons at any time. Each holder and each beneficial owner of a Certificate, (a) as a condition to purchasing such Certificate or any beneficial interest therein, will be deemed to represent that neither it nor any person for whose account or benefit the Certificates are being purchased is (i) located in the USA, (ii) is a U.S. Person or (iii) was solicited to purchase the Certificates while present in the USA and (b) will be deemed on purchase to agree not to offer, sell, deliver, pledge or otherwise transfer any Certificates at any time, directly or indirectly in the USA or to any U.S. Person.

Selling Restrictions Restrictions apply to offers, sales or transfers of the Certificates in

various jurisdictions. See "Subscription and Sale" beginning at page 154 of the Original Base Prospectus incorporated by reference herein.

In all jurisdictions offers, sales or transfers may only be effected to the extent lawful in the relevant jurisdiction.

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), J.P. Morgan Securities Ltd. has represented and agreed, and any other Dealer who is appointed by the relevant Issuer in connection with an issue of Certificates will be required to represent and agree, that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation Date") it has not made and will not make an offer of Certificates to the public in that Relevant Member State, except that it may, with effect from and including the Relevant Implementation Date, make an offer of Certificates to the public in that Relevant Member State:

(a) in (or in Germany, where the offer starts within) the period beginning on the date of publication of a prospectus in relation to those Certificates which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive and ending on the date which is 12 months after the date of such publication;

(b) at any time to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities;

(c) at any time to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year;

(2) a total balance sheet of more than €43,000,000 and (3) an annual turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or

(d) at any time in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an "offer of

Certificates to the public" in relation to any Certificates in any

Relevant Member State means the communication in any form and by

any means of sufficient information on the terms of the offer and the

Certificates to be offered so as to enable an investor to decide to

purchase or subscribe the Certificates, as the same may be varied in

that Member State by any measure implementing the Prospectus

Directive in that Member State and the expression Prospectus

Directive means Directive 2003/71/EC and includes any relevant

implementing measure in each Relevant Member State.

Risk Factors

Summary of risks relating to the Certificates generally:

• the Certificates may not be a suitable investment for all investors

• the market value of the Certificates may be volatile, and may be adversely affected by a number of factors, and the price at which a Holder will be able to sell Certificates prior to maturity may be at a substantial discount to the market value of such Certificates on the Issue Date

• an active trading market for the Certificates may not develop

• the Issue Price of the Certificates may be more than the market value of such Certificates as at the Issue Date, and the price of the Certificates in secondary market transactions

• the Certificates may be redeemed prior to maturity

• the Issuer and its subsidiaries (the "JPMorgan Group") are subject to various potential conflicts of interest in respect of the Certificates, including in relation to its hedging and market-making activities, which could have an adverse effect on the Certificates

• the Calculation Agent (which is a member of the JPMorgan Group) has very broad discretionary authority to make various determinations and adjustments under the Certificates, any of which may have an adverse effect on the value and/or the amounts payable under the Certificates

• the Certificates are unsecured obligations

• the Certificates may be redeemed early if the Issuer's performance under such Certificates has become unlawful or impractical in whole or in part for any reason

• any consequential postponement of or any alternative provisions for valuation following a Market Disruption Event may have an adverse effect on the value of the Certificates

• it may not be possible to use the Certificates as a perfect hedge against the market risk associated with investing in a Reference Asset

• there may be regulatory consequences to the holder of holding Certificates linked to a Reference Asset

• the actual yield received by a purchaser of the Certificates may be reduced from the stated yield by transaction costs

• a holder of Certificates may find that the effective yield on the Certificates may be diminished by the tax

impact on that holder of its investment in the Certificates

RISK FACTORS

Investing in the Certificates involves certain risks. Prospective investors should consider, amongst other things, the following:

• the risk factors set forth in "Risk Factors relating to JPMCB" set forth in the Original JPMCB Registration

Document (beginning at page 4).

TERMS AND CONDITIONS

The terms and conditions of the Certificates shall consist of the "Terms and Conditions of the Notes" as set forth in the Original Base Prospectus (beginning at page 29) as completed and/or varied in accordance with the terms and conditions set forth below. No person shall have any right to enforce any term or condition of the Securities under the Contracts (Rights of Third Parties) Act 1999.

PART A – CONTRACTUAL TERMS

1. Issuer: JPMorgan Chase Bank, N.A.

2. (i) Series Number: 2007-1402

(ii) Tranche Number: One

3. Specified Currency or Currencies: Euro ("EUR")

4. Settlement Currency: EUR

5. Relevant Exchange Rate: Not Applicable 6. Aggregate Nominal Amount of

Certificates to be admitted to trading:

(i) Series: EUR 50,000,000 comprising up to 500,000 Certificates.

The Aggregate Nominal Amount will be finalised on or around the end of the subscription period

(ii) Tranche: EUR 50,000,000 comprising up to 500,000 Certificates.

The Aggregate Nominal Amount will be finalised on or around the end of the subscription period

7. Issue Price: In respect of each Certificate, EUR 100 which is equal to 100 per cent. of the Aggregate Nominal Amount

The Issue Price specified above may be more than the market value of the Certificates as at the date of these Final Terms, and the price, if any, at which J.P. Morgan Securities Ltd. or any other person willing to purchase the Certificates in secondary market transactions is likely to be lower than the Issue Price. In particular, the Issue Price may take into account amounts with respect to commissions relating to the issue and sale of the Certificates as well as amounts relating to the hedging of the Issuer's obligations under the Certificates, and secondary market prices are likely to exclude such amounts. In addition, pricing models of relevant market participants may differ or produce a different result.

8. (i) Issue Size: Up to 500,000 Certificates. The final Issue Size will be

finalised on or around the end of the subscription period

(ii) Minimum trading size: One Certificate (corresponding to a Reference Amount of