Term
sheet
To
prospectus dated December 1, 2005,
prospectus
supplement dated October 12, 2006 and
product
supplement no. 103-I dated October 19, 2007
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Term
Sheet No. 8 to
Product
Supplement No. 103-I
Registration
Statement No. 333-130051
Dated
February 7, 2008; Rule 433
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JPMorgan
Chase & Co.
$
Notes
Linked to a Weighted Basket of Three Return Enhanced
Components, Consisting of the Dow Jones EURO STOXX
50®Index, the FTSE™ 100 Index and the Nikkei 225 Index due
February 20, 2009
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·
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The
notes are
designed for investors who seek a return of three times the appreciation
of each underlying in a weighted diversified basket of three international
return enhanced components, consisting of the Dow Jones EURO STOXX
50®
Index, the
FTSE™ 100 Index and the Nikkei 225 Index, each of which is subject to
a
different maximum return as described below, at maturity. Investors
should
be willing to forgo interest and dividend payments and, if any
Component
Underlying declines, be willing to lose some or all of their
principal.
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·
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Senior
unsecured obligations of JPMorgan Chase & Co. maturing February 20,
2009†.
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·
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Minimum
denominations of $1,000 and integral multiples
thereof.
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·
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The
notes are
expected to price on or about February 8, 2008†† and are
expected to settle on or about February 13,
2008.
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Basket/Basket
Components:
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The
notes are
linked to a weighted basket consisting of three return enhanced components
(each a “Basket Component,” and together, the “Basket Components”), each
linked to an international index (each a “Component Underlying,” and
together, the “Component Underlyings”) as set forth
below:
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Component
Underlying
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Component
Weighting
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Upside
Leverage Factor
|
Maximum
Return*
|
|
Dow
Jones
EURO STOXX 50®
Index
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45%
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3
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21.60%
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|
FTSE™
100
Index
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30%
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3
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19.50%
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|
Nikkei
225
Index
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25%
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3
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23.10%
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*
The actual
Maximum Return for each Basket Component will be set on the pricing
date
and will not be less than the applicable percentage set forth in
the table
above. The maximum payment at maturity, based on the percentages
set forth
above, is $1,213.45 per $1,000 principal amount note.
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Payment
at
Maturity:
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The
amount
you will receive at maturity is based on the Basket Return, which
in turn
is based on the performance of the Basket Components. At maturity,
your
payment per $1,000 principal amount note will be calculated as
follows:
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$1,000
+
($1,000 x Basket Return)
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Basket
Return:
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The
sum of
the products of (a) the Component Return of each Basket Component
and (b)
the Component Weighting of such Basket Component.
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Component
Return:
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With
respect
to each Basket Component, the Component Return will be calculated
as
follows:
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Ending
Underlying Level
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Component
Return
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is
greater than
the Starting
Underlying Level
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Underlying
Return x upside leverage factor, subject to the Maximum
Return
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is
equal
to
the Starting
Underlying Level
|
0
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is
less
than
the Starting
Underlying Level
|
Underlying
Return
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Your
investment will be fully exposed to any decline in the Basket Components.
For
each
Basket Component, if the Ending Underlying Level for the applicable
Component Underlying declines from the Starting Underlying Level
for such
Component Underlying, your return on the notes at maturity may
be
adversely affected and you may lose some or all of your investment
at
maturity.
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Maximum
Return:
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With
respect
to a Basket Component, a percentage that we will determine on the
pricing
date and that will not be less than the respective percentage set
forth
above under “Basket/Basket Components.” For example, if the Underlying
Return for the Dow Jones EURO STOXX 50®
Index is
more than 7.20%, the applicable Component Return will be equal
to the
applicable Maximum Return, or 21.60%*.
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Underlying
Return:
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With
respect
to each Component Underlying, the performance of the Component
Underlying
from the Starting Underlying Level to the Ending Underlying Level,
calculated as follows:
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Ending
Underlying Level - Starting Underlying Level
Starting
Underlying Level
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Starting
Underlying Level:
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With
respect
to each Component Underlying, the Index closing level on the pricing
date.
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Ending
Underlying Level:
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With
respect
to each Component Underlying, the arithmetic average of the Index
closing
levels on each of the Ending Averaging Dates.
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Ending
Averaging Dates†:
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February
10,
2009, February 11, 2009, February 12, 2009, February 13, 2009 and
February
17, 2009
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Maturity
Date†:
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February
20,
2009
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CUSIP:
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†
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Subject
to
postponement in the event of a market disruption event and as described
under “Description of Notes — Payment at Maturity” in the accompanying
product supplement no. 103-I.
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††
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The
pricing
of the notes is subject to our special tax counsel delivering to
us their
opinion as described under “Selected Purchase Considerations — Capital
Gains Tax Treatment.”
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Price
to Public
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Fees
and Commissions (1)
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Proceeds
to Us
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Per
note
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$
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$
|
$
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Total
|
$
|
$
|
$
|
Dow
Jones EURO STOXX 50®
Index
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FTSE™
100 Index
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Nikkei
225 Index
|
||||||
Ending
Underlying
Level
|
Underlying
Return
|
Component
Return
|
Ending
Underlying
Level
|
Underlying
Return
|
Component
Return
|
Ending
Underlying
Level
|
Underlying
Return
|
Component
Return
|
6750.00
|
80.00%
|
21.60%
|
10620.00
|
80.00%
|
19.50%
|
23580.00
|
80.00%
|
23.10%
|
6187.50
|
65.00%
|
21.60%
|
9735.00
|
65.00%
|
19.50%
|
21615.00
|
65.00%
|
23.10%
|
5625.00
|
50.00%
|
21.60%
|
8850.00
|
50.00%
|
19.50%
|
19650.00
|
50.00%
|
23.10%
|
5250.00
|
40.00%
|
21.60%
|
8260.00
|
40.00%
|
19.50%
|
18340.00
|
40.00%
|
23.10%
|
4875.00
|
30.00%
|
21.60%
|
7670.00
|
30.00%
|
19.50%
|
17030.00
|
30.00%
|
23.10%
|
4500.00
|
20.00%
|
21.60%
|
7080.00
|
20.00%
|
19.50%
|
15720.00
|
20.00%
|
23.10%
|
4125.00
|
10.00%
|
21.60%
|
6490.00
|
10.00%
|
19.50%
|
14410.00
|
10.00%
|
23.10%
|
4050.00
|
8.00%
|
21.60%
|
6372.00
|
8.00%
|
19.50%
|
14148.00
|
8.00%
|
23.10%
|
4020.00
|
7.20%
|
21.60%
|
6283.50
|
6.50%
|
19.50%
|
14108.70
|
7.70%
|
23.10%
|
3975.00
|
6.00%
|
18.00%
|
6254.00
|
6.00%
|
18.00%
|
14017.00
|
7.00%
|
21.00%
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3937.50
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5.00%
|
15.00%
|
6195.00
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5.00%
|
15.00%
|
13755.00
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5.00%
|
15.00%
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3750.00
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0.00%
|
0.00%
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5900.00
|
0.00%
|
0.00%
|
13100.00
|
0.00%
|
0.00%
|
3562.50
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-5.00%
|
-5.00%
|
5605.00
|
-5.00%
|
-5.00%
|
12445.00
|
-5.00%
|
-5.00%
|
3375.00
|
-10.00%
|
-10.00%
|
5310.00
|
-10.00%
|
-10.00%
|
11790.00
|
-10.00%
|
-10.00%
|
3000.00
|
-20.00%
|
-20.00%
|
4720.00
|
-20.00%
|
-20.00%
|
10480.00
|
-20.00%
|
-20.00%
|
2625.00
|
-30.00%
|
-30.00%
|
4130.00
|
-30.00%
|
-30.00%
|
9170.00
|
-30.00%
|
-30.00%
|
2250.00
|
-40.00%
|
-40.00%
|
3540.00
|
-40.00%
|
-40.00%
|
7860.00
|
-40.00%
|
-40.00%
|
1875.00
|
-50.00%
|
-50.00%
|
2950.00
|
-50.00%
|
-50.00%
|
6550.00
|
-50.00%
|
-50.00%
|
1500.00
|
-60.00%
|
-60.00%
|
2360.00
|
-60.00%
|
-60.00%
|
5240.00
|
-60.00%
|
-60.00%
|
1125.00
|
-70.00%
|
-70.00%
|
1770.00
|
-70.00%
|
-70.00%
|
3930.00
|
-70.00%
|
-70.00%
|
750.00
|
-80.00%
|
-80.00%
|
1180.00
|
-80.00%
|
-80.00%
|
2620.00
|
-80.00%
|
-80.00%
|
375.00
|
-90.00%
|
-90.00%
|
590.00
|
-90.00%
|
-90.00%
|
1310.00
|
-90.00%
|
-90.00%
|
0.00
|
-100.00%
|
-100.00%
|
0.00
|
-100.00%
|
-100.00%
|
0.00
|
-100.00%
|
-100.00%
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·
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APPRECIATION
POTENTIAL —
The
notes
provide the opportunity to enhance equity returns by multiplying
a
positive Underlying Return for each Component Underlying by three,
up to
the Maximum Return of 21.60% for the Dow Jones EURO STOXX 50®
Index, 19.50% for the FTSE™ 100 Index and 23.10% for the Nikkei 225 Index.
Accordingly, the maximum payment at maturity is $1,213.45 for every
$1,000
principal amount note. The actual Maximum Total Return on the notes
will
be set on the pricing date and will not be less than 21.60%, 19.50%
and
23.10%, respectively. Because the notes are our senior unsecured
obligations, payment of any amount at maturity is subject to our
ability
to pay our obligations as they become
due.
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·
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DIVERSIFICATION
AMONG THE COMPONENT UNDERLYINGS —
Because
the
Basket Component linked to the Dow Jones EURO STOXX 50® Index
makes up 45% of the Basket, we expect that generally the market value
of
your notes and your payment at maturity will depend significantly
on the
performance of the Dow Jones EURO STOXX 50®
Index.
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·
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CAPITAL
GAINS TAX TREATMENT — You
should
review carefully the section entitled “Certain U.S. Federal Income Tax
Consequences” in the accompanying product supplement no. 103-I. The
pricing of the notes is subject to delivery of an opinion of our
special
tax counsel, Davis Polk & Wardwell, that it is reasonable to treat
your purchase and ownership of the notes as an “open transaction” for U.S.
federal income tax purposes. The opinion will be subject to the
limitations described in the section entitled “Certain U.S. Federal Income
Tax Consequences” in the accompanying product supplement no. 103-I and
will be based on certain factual representations to be received from
us on
or prior to the pricing date. Assuming this characterization is respected,
your gain or loss on the notes should be treated as long-term capital
gain
or loss if you hold the notes for more than a year, whether or not
you are
an initial purchaser of notes at the issue price. However, the Internal
Revenue Service (the “IRS”) or a court may not respect this
characterization or treatment of the notes, in which case the timing
and
character of any income or loss on the notes could be significantly
and
adversely affected. In addition, on December 7, 2007, Treasury and
the IRS
released a notice requesting comments on the U.S. federal income
tax
treatment of “prepaid forward contracts” and similar instruments, such as
the notes. The notice focuses in particular on whether to require
holders
of these instruments to accrue income over the term of their investment.
It also asks for comments on a number of related topics, including
the
character of income or loss with respect to these instruments; the
relevance of factors such as the nature of the underlying property
to
which the instruments are linked; the degree, if any, to which income
(including any mandated accruals) realized by Non-U.S. Holders should
be
subject to withholding tax; and whether these instruments are or
should be
subject to the “constructive ownership” regime, which very generally can
operate to recharacterize certain long-term capital gain as ordinary
income that is subject to an interest charge. While the notice requests
comments on appropriate transition rules and effective dates, any
Treasury
regulations or other guidance promulgated after consideration of
these
issues could materially and adversely affect the tax consequences
of an
investment in the notes, possibly with retroactive effect. Both U.S.
and
Non-U.S. Holders
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·
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YOUR
INVESTMENT IN THE NOTES MAY RESULT IN A LOSS —
The
notes
do not guarantee any return of principal. The return on the notes
at
maturity is linked to the performance of the Component Underlyings
and
will depend on whether, and the extent to which, the Underlying Return
is
positive or negative. Your investment will be fully exposed to any
decline
in the Ending Underlying Level for any Component Underlying as compared
to
the Starting Underlying Level.
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·
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THE
COMPONENT RETURN FOR EACH BASKET COMPONENT IS LIMITED TO THE APPLICABLE
MAXIMUM RETURN —
If
the
Ending Underlying Level of a Component Underlying is greater than
its
Starting Underlying Level, the Component Return for the Basket Component
linked to such Component Underlying will not exceed a predetermined
percentage, regardless of the appreciation in the Component Underlying,
which may be significant. We refer to this percentage for each Basket
Component as a Maximum Return, which will be set on the pricing date
and
will not be less than 21.60%, 19.50% and 23.10% for the Dow Jones
EURO
STOXX 50®
Index, the
FTSE™ 100 Index and the Nikkei 225 Index, respectively. Assuming the
Maximum Return for each Basket Component is equal to the applicable
percentage set forth in the immediately preceding sentence, you payment
at
maturity will not exceed $1,213.45 for each $1,000 principal amount
note.
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·
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CHANGES
IN THE VALUES OF THE COMPONENT UNDERLYINGS MAY OFFSET EACH OTHER
—
Price
movements in the Component Underlyings may not correlate with each
other.
At a time when the value of one or more of the Component Underlyings
increases, the value of the other Component Underlyings may not increase
as much or may even decline. Therefore, in calculating the Basket
Return,
increases in the value of one or more of the Component Underlyings
may be
moderated, or more than offset, by lesser increases or declines in
the
level of the other Component Underlying or Component Underlyings.
For
example, assuming the Maximum Return for each Basket Component is
equal to
the applicable percentage set forth on the front cover of this term
sheet,
the negative Component Return resulting from a 30% decline in the
Ending
Underlying Level of the Dow Jones EURO STOXX 50®
Index, as
compared to its Starting Underlying Level, would more than offset
the
positive Component Returns resulting from any and all appreciation
in both
the FTSE™ 100 Index and the Nikkei 225 Index, which appreciation may be
significant.
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·
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CERTAIN
BUILT-IN COSTS ARE LIKELY TO ADVERSELY AFFECT THE VALUE OF THE
NOTES PRIOR
TO MATURITY —
While
the
payment at maturity described in this term sheet is based on the
full
principal amount of your notes, the original issue price of the
notes
includes the agent’s commission and the cost of hedging our obligations
under the notes through one or more of our affiliates. As a result,
the
price, if any, at which J.P. Morgan Securities Inc., which we refer
to as
JPMSI, will be willing to purchase notes from you in secondary
market
transactions, if at all, will likely be lower than the original
issue
price, and any sale prior to the maturity date could result in
a
substantial loss to you. The notes are not designed to be short-term
trading instruments. Accordingly, you should be able and willing
to hold
your notes to maturity.
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·
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NO
PERIODIC INTEREST OR DIVIDEND PAYMENTS OR VOTING RIGHTS
—
As
a holder
of the notes, you will not receive periodic interest payments, and
you
will not have voting rights or rights to receive cash dividends or
other
distributions or other rights that holders of securities composing
any of
the Component Underlyings would
have.
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·
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NO
DIRECT EXPOSURE TO FLUCTUATIONS IN FOREIGN EXCHANGE RATES
—
The
value
of your notes will not be adjusted for exchange rate fluctuations
between
the U.S. dollar and the currencies upon which the stocks underlying
each
Component Underlying are based, although any currency fluctuations
could
affect the performance of the Basket. Therefore, if the applicable
currencies appreciate or depreciate relative to the U.S. dollar over
the
term of the notes, you will not receive any additional payment or
incur
any reduction in your payment at
maturity.
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·
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LACK
OF LIQUIDITY —
The
notes
will not be listed on any securities exchange. JPMSI intends to offer
to
purchase the notes in the secondary market but is not required to
do so.
Even if there is a secondary market, it may not provide enough liquidity
to allow you to trade or sell the notes easily. Because other dealers
are
not likely to make a secondary market for the notes, the price at
which
you may be able to trade your notes is likely to depend on the price,
if
any, at which JPMSI is willing to buy the
notes.
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·
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POTENTIAL
CONFLICTS —
We
and our
affiliates play a variety of roles in connection with the issuance
of the
notes, including acting as calculation agent and hedging our obligations
under the notes. In performing these duties, the economic interests
of the
calculation agent and other affiliates of ours are potentially adverse
to
your interests as an investor in the notes.
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·
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MANY
ECONOMIC AND MARKET FACTORS WILL IMPACT THE VALUE OF THE
NOTES—
In
addition
to the level of the Component Underlyings on any day, the value of
the
notes will be affected by a number of economic and market factors
that may
either offset or magnify each other,
including:
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·
|
the
expected
volatility of the Component
Underlyings;
|
·
|
the
time to
maturity of the notes;
|
·
|
the
dividend
rate on the common stocks underlying the Component
Underlyings;
|
·
|
interest
and
yield rates in the market
generally;
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·
|
a
variety of
economic, financial, political, regulatory or judicial events;
|
·
|
the exchange rate and volatility of the exchange rate between the U.S. dollar, the European Union euro, the British pound and the Japanese yen; and |
·
|
our
creditworthiness, including actual or anticipated downgrades in our
credit
ratings.
|
·
|
THE
OFFERING OF THE NOTES MAY BE TERMINATED BEFORE PRICING
—
This
term
sheet has not been reviewed by our special tax counsel, Davis Polk
&
Wardwell, and the pricing of the offering of the notes is subject
to
delivery by them of an opinion regarding the tax treatment of the
notes as
described under “Selected Purchase Considerations — Capital Gains Tax
Treatment” above. If our special tax counsel does not deliver this opinion
prior to pricing, the offering of the notes will be terminated.
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