FWP 1 fwp51309.htm FWP MAY 13, 2009 Form of Pricing Term Sheet

JPMORGAN CHASE & CO.


Filed Pursuant to Rule 433
Registration No.333-146731
Dated: May 13, 2009

Pricing Term Sheet

This term sheet supplements the information set forth under "Description of the Notes" in the Prospectus Supplement, subject to completion, dated May 13, 2009 to the Prospectus dated October 16, 2007.

Issuer:

JPMorgan Chase & Co.

Security:

4.650% Notes due 2014

Ratings:

Aa3/A+/AA-

Currency:

USD

Size:

$2,500,000,000

Security Type:

SEC Registered Senior Notes. The Notes are not guaranteed under the Federal Deposit Insurance Corporation's Temporary Liquidity Guarantee Program.

Maturity:

June 1, 2014

Coupon:

4.650%

Payment Frequency:

Semi-Annually

Day Count Convention:

30/360

Benchmark Treasury:

1.875% US Treasury due 04/14

Spread to Benchmark Treasury:

+275 bps

Benchmark Treasury Spot and Yield:

99-211/4; 1.946%

Price to Public:

99.794% of face amount

Yield to maturity:

4.696%

Proceeds (Before Expenses) to Issuer:

$2,486,100,000 (99.444%)

Interest Payment Dates:

June 1 and December 1 of each year, commencing December 1, 2009

Trade Date:

May 13, 2009

Settlement Date:

May 18, 2009 (T+3)

Denominations

$2,000 x $1,000

CUSIP/ISIN:

46625HHN3 / US46625HHN35

Sole Bookrunner:

J.P. Morgan Securities Inc.

Co-Managers:

BB&T Capital Markets, a division of Scott &
   Stringfellow, LLC
CastleOak Securities L.P.
Loop Capital Markets, LLC
Wachovia Capital Markets, LLC

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, for the offering to which this term sheet relates. Before you invest, you should read the prospectus in that registration statement, the prospectus supplement and any other documents relating to this offering that JPMorgan Chase & Co. has filed with the SEC for more complete information about JPMorgan Chase & Co. and this offering. You may get these documents without cost by visiting EDGAR on 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 if you request it by calling collect 1-212-834-4533.

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