Certain Risk Considerations - General

NO INTEREST OR DIVIDEND PAYMENTS OR VOTING RIGHTS - As a holder of any notes
that may be issued by us, you may not receive any 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 comprising the
underlying index or basket may have.

CERTAIN BUILT-IN COSTS ARE LIKELY TO ADVERSELY AFFECT THE VALUE OF THE NOTES
DESCRIBED ABOVE PRIOR TO MATURITY - While the payment at maturity described in
the term sheet, pricing supplement or prospectus, as the case may be (each an
"Offering Document" and collectively, the "Offering Documents") would be based
on the full principal amount of any notes sold by JPMorgan Chase & Co., the
original issue price of any notes we issue includes an agent's commission and
the cost of hedging our obligations under such notes through on or more of our
affiliates. As a result, the price, if any, at which an affiliate of JPMorgan
will be willing to purchase such 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 described will not be designed to be short-term trading instruments.
YOU SHOULD BE WILLING TO HOLD ANY NOTES THAT WE ULTIMATELY ISSUE TO MATURITY.

POTENTIAL CONFLICTS - We and our affiliates play a variety of roles in
connection with any potential issuance of the notes described in the Offering
Documents, including acting as calculation agent and hedging our obligations
under such notes. In performing these duties, the economic interests of the
calculation agent and other affiliates of ours would be potentially adverse to
your interests as an investor in such notes.

LACK OF LIQUIDITY - The notes described above will not be listed on any
securities exchange. There may be no secondary market for such notes, and an
affiliated of secondary market. Even if there is a secondary market, it may not
provide enough liquidity to allow you to trade or sell any notes issued by
JPMorgan Chase & Co. easily. Because other dealers are not likely to make a
secondary market for such notes, prices for the notes described above in any
secondary market are likely to depend on the price, if any, at which an
affiliate of JPMorgan is willing to buy such notes.

JPMORGAN CREDIT RISK - Because any notes that may be issued by us would be our
senior unsecured obligations, payment of any amount at maturity is subject to
our ability to pay our obligations as they become due.

MANY ECONOMIC AND MARKET FACTORS WILL IMPACT THE VALUE OF THE NOTES DESCRIBED
ABOVE - In addition to the level of the underlying index or basket on any day,
the value of any notes that may be issued by us described above will be affected
by a number of economic and market factors that may either offset or magnify
each other, including:

the expected volatility of the underlying index or basket;

the time to maturity of the notes described in the Offering Documents;

if the underlying index or indices are linked to equity securities, the dividend
rate on the common stocks underlying the index or indices;

if the underlying index or indices or basket are linked to commodities, the
market price of the physical commodities upon which the futures contracts that
compose the underlying index or indices or basket of commodities are based or
the exchange-traded futures contracts on such commodities;

interest and yield rates in the market generally;

a variety of economic, financial, political, regulatory, geographical,
agricultural, meteorological or judicial events; and our credit worthiness.