Sealing the Deal

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As of April 8, 2008 JPMorgan Chase beneficially owned 114,138,134 shares of Common Stock, or approximately 47.41% of the outstanding shares of Common Stock based on 240,727,555 shares of Common Stock issued and outstanding as of April 8, 2008, as reported directly by the Issuer to the Filing Parties. Of such shares, JPMorgan Chase had the sole power to vote or to direct the vote and the sole power to dispose or to direct the disposition of 112,662,794 shares of Common Stock, and shared voting and dispositive power with the other Filing Parties with respect to 1,475,520 shares (including 1,057,800 shares which one or more Filing Parties have the right to acquire under call options).

On April 8, 2008, JPMorgan Chase acquired 95,000,000 shares of Common Stock in exchange for the issuance by JPMorgan Chase to the Issuer of 20,665,350 shares of JPMorgan Chase’s common stock, par value $1.00 per share, pursuant to the terms of the Share Exchange Agreement. Based on the average of the high and low trading prices of JPMorgan Chase’s common stock as reported on the New York Stock Exchange on April 8, 2008, the shares of Common Stock were acquired for shares of JPMorgan Chase common stock valued at $930,354,057.00 in the aggregate. In addition, since April 7, 2008, JPMorgan Chase acquired 2,956,400 shares of Common Stock in the open market. The aggregate purchase price of $30,911,527.12 for such shares was paid out of working capital. The number of shares purchased on each day and the price or volume weighed average price for such shares are set forth in Schedule III to this Statement and incorporated herein by reference.

JPMorgan SC 13D/A [EDGAR]

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