-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ppd4+VNtcXWFtwR7xwa/R47ERH1QNwgbz0MbpvIoOCURs+kGwDTHxSQq4FAeSM5W 1fay8XfgVpcl0NMkpc492w== 0000019617-08-000704.txt : 20081219 0000019617-08-000704.hdr.sgml : 20081219 20081218173339 ACCESSION NUMBER: 0000019617-08-000704 CONFORMED SUBMISSION TYPE: FWP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081219 DATE AS OF CHANGE: 20081218 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: J P MORGAN CHASE & CO CENTRAL INDEX KEY: 0000019617 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 132624428 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP SEC ACT: 1934 Act SEC FILE NUMBER: 333-146731 FILM NUMBER: 081258241 BUSINESS ADDRESS: STREET 1: 270 PARK AVE STREET 2: 38TH FL CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2122706000 MAIL ADDRESS: STREET 1: 270 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: CHASE MANHATTAN CORP /DE/ DATE OF NAME CHANGE: 19960402 FORMER COMPANY: FORMER CONFORMED NAME: CHEMICAL BANKING CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CHEMICAL NEW YORK CORP DATE OF NAME CHANGE: 19880508 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: J P MORGAN CHASE & CO CENTRAL INDEX KEY: 0000019617 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 132624428 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP BUSINESS ADDRESS: STREET 1: 270 PARK AVE STREET 2: 38TH FL CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2122706000 MAIL ADDRESS: STREET 1: 270 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: CHASE MANHATTAN CORP /DE/ DATE OF NAME CHANGE: 19960402 FORMER COMPANY: FORMER CONFORMED NAME: CHEMICAL BANKING CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CHEMICAL NEW YORK CORP DATE OF NAME CHANGE: 19880508 FWP 1 fwpfrn2012fdic.htm _

JPMORGAN CHASE & CO.

Filed Pursuant to Rule 433
Registration No.333-146731
Dated: December 18, 2008

Pricing Term Sheet

This term sheet supplements the information set forth under "Description of the Notes" in the Prospectus Supplement, subject to completion, dated December 18, 2008 to the Prospectus dated October 16, 2007.

Issuer:

JPMorgan Chase & Co.

Guarantor:

Federal Deposit Insurance Corporation

Security:

Floating Rate Guaranteed Notes due 2012

Guarantee:

The Notes are guaranteed under the Federal Deposit Insurance Corporation's Temporary Liquidity Guarantee Program and are backed by the full faith and credit of the United States. The details of the FDIC guarantee are provided in the FDIC's regulations, 12 CFR Part 370, and the FDIC's website, www.fdic.gov/tlgp. The expiration date of the FDIC's guarantee is the earlier of maturity date of the debt or June 30, 2012.

Expected Issue Ratings: (Moody's/S&P/Fitch)

Aaa/AAA/AAA

Currency:

USD

Size:

$3,000,000,000

Offering Type:

SEC Registered Senior

Maturity:

June 22, 2012

Interest Rate Index:

Three-Month LIBOR

Re-offer Spread to Index:

Three-Month LIBOR plus 38bps

Price to Public:

100% of face amount

Proceeds (Before Expenses) to Issuer:

$2,991,000,000 (99.70%)

Day Count Convention:

Actual/360

Interest Payment Dates:

March 22, June 22, September 22, and December 22, commencing March 22, 2009

Reset Frequency:

Quarterly

Payment Frequency:

Quarterly

Trade Date:

December 18, 2008

Settlement Date:

December 22, 2008 (T+2)

Denominations

$2,000 x $1,000

CUSIP:

481247AF1 / US481247AF16

Sole Bookrunner:

J.P. Morgan Securities Inc.

Joint Lead Manager:

HSBC Securities (USA) Inc.

Co-Managers:

BNP Paribas Group

Loop Capital Markets, LLC

CastleOak Securities L.P.

 

JPMorgan Chase & Co. has filed a registration statement (including a prospectus, as supplemented by a prospectus supplement) with the Securities and Exchange Commission, or SEC, relating to the Notes. Before you invest, you should read this term sheet, the registration statement, prospectus, prospectus supplement, and any other documents relating to this offering that JPMorgan Chase & Co. has filed with the SEC for more complete information regarding the FDIC guarantee, JPMorgan Chase & Co., and this offering. You can get the documents that JPMorgan Chase & Co. has filed with the SEC relating to this offering without cost by visiting the SEC web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and supplemental prospectus if you request them by calling collect 1-212-834-4533.

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