JPMORGAN CHASE & CO. - Irish Stock Exchange

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DOCUMENTS INCORPORATED BY REFERENCE This Base Prospectus should be read and construed in conjunction with each supplement or amendment hereto and the documents incorporated by reference herein. The following documents have been previously filed with the Irish Stock Exchange and are hereby incorporated by reference and deemed to be a part hereof: (a) the Annual Report on Form 10-K of the Issuer for the year ended 31 December 2007 filed with the U.S. Securities and Exchange Commission (the “SEC”), which contains the audited consolidated financial statements of the Issuer as at and for the years ended 31 December 2007 and 2006 (together with the audit report thereon dated 20 February 2008, covering the balance sheet for each of the two years presented and the other financial statements for each of the three years presented); (b) the Quarterly Reports on Form 10-Q of the Issuer for the quarters ended 31 March 2008, 30 June 2008 and 30 September 2008 filed with the SEC, which contain the unaudited consolidated financial statements of the Issuer as at and for the quarters ended 31 March 2008, 30 June 2008 and 30 September 2008, respectively; (c) the Current Reports on Form 8-K of the Issuer dated 16 April 2008, 17 July 2008 and 15 October 2008 filed with the SEC, which contain the earnings press releases of the Issuer for the quarters ended 31 March 2008, 30 June 2008 and 30 September 2008, respectively; (d) the Current Reports on Form 8-K of the Issuer dated 18 March 2008, 20 March 2008, 24 March 2008 and 31 July 2008 filed with the SEC, which contain information relating to the merger agreement between the Issuer and The Bear Stearns Companies Inc.; (e) (f) (g) (h) (i) the Current Reports on Form 8-K of the Issuer dated 5 June 2008 and 19 November 2008 filed with the SEC, which contain unaudited pro forma combined financial information for the three months ended 31 March 2008 and the nine months ended 30 September 2008, respectively, and the year ended 31 December 2007, in respect of the merger on 30 May 2008 of a wholly owned subsidiary of the Issuer with and into Bear Stearns; the Current Report on Form 8-K of the Issuer dated 25 September 2008 filed with the SEC, which contains information relating to the acquisition of the assets of the banking operations of Washington Mutual; the Current Report on Form 8-K of the Issuer dated 17 October 2008 filed with the SEC, relating to the U.S. Treasury Department’s capital purchase program; the Proxy Statement on Schedule 14A of the Issuer dated 31 March 2008 filed with the SEC; and the Terms and Conditions set out in each of the Base Prospectus dated 15 December 2005, the Base Prospectus dated 18 January 2006, the Base Prospectus dated 15 January 2007 and the Base Prospectus dated 14 January 2008, in each case prepared by the Issuer in connection with the Programme. Investors who have not previously reviewed the information contained in the above documents should do so in connection with their evaluation of any securities issued by the Issuer. Copies of the documents incorporated by reference in this Base Prospectus will be available free of charge at the offices of BNY Financial Services PLC, 4th Floor, Hanover Building, Windmill Lane, Dublin 2, Ireland, and of The Bank of New York Mellon, One Canada Square, Canary Wharf, London E14 5AL. Any person receiving a copy of this Base Prospectus may obtain, without charge, upon written or oral request, a copy of any document incorporated by reference herein, except for the exhibits to such documents (unless such exhibits are specifically incorporated by reference). Any statement contained herein or in a document incorporated by reference herein shall be modified or superseded for the purposes of this Base Prospectus to the extent that a statement contained in any supplement to this Base Prospectus (or contained in any document incorporated by reference therein) modifies or supersedes such statement Any such statement modified or superseded shall not, except as so modified or superseded, constitute a part of the Prospectus. Any documents which are incorporated by reference into the documents listed above shall not constitute a part of this Base Prospectus. 2
The Issuer’s filings with the SEC are available to the public on the website maintained by the SEC at http://www.sec.gov. Such filings can also be inspected and printed or copied, for a fee, at the SEC’s Office of Public Reference, 100 F Street N.E., Washington, D.C. 20549, U.S.A., or by contacting that office by phone: +001 202 942 8090, fax: +001 202 628 9001 or e-mail: publicinfo@sec.gov. Investors may call the SEC at +001 800 732 0330 for further information on the public reference rooms. JPMorgan Chase’s SEC filings can also be viewed on the Issuer’s website at http://investor.shareholder.com/jpmorganchase/. Unless specifically incorporated by reference in this Base Prospectus, the Issuer’s filings with the SEC shall not be deemed to be part of this Base Prospectus. Copies of the documents incorporated by reference in this Base Prospectus can also be viewed at the Financial Regulator’s website at www.financialregulator.ie. 3
Page 1 and 2: Base Prospectus JPMORGAN CHASE & CO
Page 3 and 4: Neither the Arranger nor the Dealer
Page 5 and 6: Each prospective purchaser of Notes
Page 7: GENERAL DESCRIPTION OF THE PROGRAMM
Page 11 and 12: and/or Consolidation: Maturities: D
Page 13 and 14: nominee for a Common Depositary of
Page 15 and 16: dates on which, and the amounts in
Page 17 and 18: RISK FACTORS The risk factors descr
Page 19 and 20: JPMorgan Chase’s acquisitions and
Page 21 and 22: JPMorgan Chase faces significant le
Page 23 and 24: this could cause JPMorgan Chase to
Page 25 and 26: The success of the acquisition will
Page 27 and 28: (iv) (v) understand thoroughly the
Page 29 and 30: Inverse Floating Rate Notes Inverse
Page 31 and 32: objectives or strategies or have be
Page 33 and 34: Legal Investment Considerations May
Page 35 and 36: “ANY UNITED STATES PERSON WHO HOL
Page 37 and 38: Delivery of Notes On or after any d
Page 39 and 40: notices to the holders of Notes of
Page 41 and 42: amended (the “Exchange Act”), o
Page 43 and 44: Pre-Issue Trade Settlements It is e
Page 45 and 46: least €50,000 (or the equivalent
Page 47 and 48: euro, a day on which commercial ban
Page 49 and 50: Interest Notes will be determined i
Page 51 and 52: Transfer Agents (if applicable) and
Page 53 and 54: “D(2)” is the calendar day, exp
Page 55 and 56: (b) Early Redemption of Zero Coupon
Page 57 and 58: (f) Partly Paid Notes Partly Paid N
Page 59 and 60:
Currency) equal to the sum of the v
Page 61 and 62:
(C) Notice Upon the occurrence of a
Page 63 and 64:
the amount of the national currency
Page 65 and 66:
(C) any Additional Financial Centre
Page 67 and 68:
If, prior to the delivery of the As
Page 69 and 70:
(d) (e) (f) there will at all times
Page 71 and 72:
In addition, modifications and amen
Page 73 and 74:
the delivery of the relevant notice
Page 75 and 76:
History, Development and Organisati
Page 77 and 78:
“Merger”). The Merger provides
Page 79 and 80:
TAXATION OF THE NOTES Taxation Exce
Page 81 and 82:
organisations, dealers in securitie
Page 83 and 84:
case of a Registered Note that is a
Page 85 and 86:
the terms of the Variable Interest
Page 87 and 88:
in amounts equal to the annual paym
Page 89 and 90:
Foreign Currency Registered Notes I
Page 91 and 92:
in that year is treated as a paymen
Page 93 and 94:
U.S. Federal Income Tax Treatment o
Page 95 and 96:
Part 2 Non-U.S. Holders Except wher
Page 97 and 98:
with documentation upon which the b
Page 99 and 100:
SUBSCRIPTION AND SALE Subject to th
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(iii) (iv) (v) if it is a United St
Page 103 and 104:
Prospectus Directive. For the purpo
Page 105 and 106:
Unrestricted Notes Each purchaser o
Page 107 and 108:
PART A — CONTRACTUAL TERMS Terms
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Registered Notes only] [of at least
Page 111 and 112:
the Agency Agreement) — Interest
Page 113 and 114:
(v) Issuer’s Option Period (if ap
Page 115 and 116:
elate]] 27. Physical Delivery: [App
Page 117 and 118:
[Subject as provided below] [t/T]he
Page 119 and 120:
[(ii)] Estimated net proceeds: [Not
Page 121 and 122:
QUALIFIED INSTITUTIONAL BUYER, (2)
Page 123 and 124:
10. No websites that are cited or r
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JPMORGAN CHASE & CO. - Irish Stock Exchange

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