JPMorgan Chase Capital XXVII (the "Trust"), a Delaware statutory trust, the sole asset of which will be junior subordinated debentures issued by JPMorgan Chase & Co. ("JPMorgan Chase"). JPMorgan Chase will own all common securities of the Trust.

Guarantor:

JPMorgan Chase & Co.

Securities:

7.000% Capital Securities, Series AA (each, a "Capital Security")

Legal Format:

SEC Registered

Aggregate Liquidation Amount:

$ 1,000,000,000

Liquidation Amount:

$ 1,000 per Capital Security

Security Ratings:

Fitch: A+ confirmed

Settlement Date:

October 27, 2009 (T+5)

Maturity Date:

November 1, 2039

Interest Payment Dates:

Semi-annually on each May 1 and November 1, commencing May 1, 2010, until Maturity Date

Reference Treasury Benchmark Yield:

4.166% (4.25% due May, 2039)

Spread to Benchmark Treasury:

287.5 basis points (2.875%)

Yield to Maturity:

7.041%

Day Count Convention:

30/360

Optional Redemption:

None

Conditional Redemption for Tax Event or Capital Treatment Event:

At par

Deferral Provision:

The Trust will defer payments on the 7.000% Capital Securities for up to 5 years if JPMorgan Chase defers payments on the underlying junior subordinated debentures. Payments cannot be deferred beyond the maturity date of the junior subordinated debentures on November 1, 2039. Any deferred payments will accrue additional interest, compounded on each interest payment date.

Ranking:

The Series AA junior subordinated debentures to be issued to the Trust will rank junior to all of JPMorgan Chase's outstanding and future senior debt. The Series AA junior subordinated debentures will also rank (1) pari passu with JPMorgan Chase's outstanding and future series of junior subordinated debentures and (2) senior to JPMorgan Chase's outstanding and future Capital Efficient Notes (CENts). Substantially all of JPMorgan Chase's debt constitutes senior debt.

Public Offering Price:

$99.489

Underwriting Commissions:

$10,000,000

Use of Proceeds:

General corporate purposes

CUSIP / ISIN:

48125BAA2 / US48125BAA26

Sole Bookrunner:

J.P. Morgan Securities Inc.

Co-Managers:

CastleOak Securities, L.P., Loop Capital Markets, LLC, The Williams
Capital Group, L.P.

Allocation:

Aggregate Liquidation Amount:

J.P. Morgan Securities Inc.

$980,002,000

CastleOak Securities, L.P.

$6,666,000

Loop Capital Markets, LLC

$6,666,000

The Williams Capital Group, L.P.

$6,666,000

Total

$1,000,000,000