Term sheet
To prospectus dated November 21, 2008,
prospectus supplement dated November 21, 2008 and
product supplement no. 167-A-II dated October 7, 2009

  Term Sheet to
Product Supplement No. 167-A-II
Registration Statement No. 333-155535
Dated November 13, 2009; Rule 433

     

Structured 
Investments 

      $
Principal-at-Risk Notes Linked to the JPMorgan Core Commodity Investable Global Asset Rotator Sigma Long-Short Total Return Index due December 1, 2010

General

Key Terms

Index:

JPMorgan Core Commodity Investable Global Asset Rotator Sigma Long-Short Total Return Index (the “Core Commodity-IGAR Sigma Long-Short” or the “Index”). The value of the Core Commodity-IGAR Sigma Long-Short is published each trading day under the Bloomberg ticker symbol “CMDSLSTR”. For more information on the Index, please see “JPMorgan Core Commodity Investable Global Asset Rotator Sigma Long-Short Total Return Index” on page TS-2 of this term sheet.

Payment at Maturity:

Your payment at maturity per $1,000 principal amount note will be the greater of (a) zero and (b) an amount calculated as follows:

$1,000 x [1 + (Index Return – Fee Percentage – T-Bill Return) x Leverage Factor] + Aggregate Interest Amount

For more information about the impact of Early Redemption Events (which will cause the early acceleration of any and all amounts due and payable under the terms of the notes), please see “Early Redemption Events” below and “Description of Notes — Early Redemption Events” in the accompanying product supplement no. 167-A-II.

You may lose some or all of your investment and may lose some or all of the Aggregate Interest Amount at the Maturity Date or upon early redemption. Because the Fee Percentage and T-Bill Return will reduce your final payment, you may lose some of your investment and may lose some or all of the Aggregate Interest Amount at the Maturity Date or upon early redemption even if the Ending Index Level increases from the Initial Index Level.

Index Return:

          Ending Index Level – Initial Index Level
                        Initial Index Level

Initial Index Level:

The Index closing level on the pricing date.

Ending Index Level:

The Index closing level on the Observation Date.

Fee Percentage:

1.60% multiplied by a fraction, the numerator of which is the actual number of calendar days in the period from, and including, the settlement date to, but excluding, the Maturity Date and the denominator of which is 360.

T-Bill Return:

The T-Bill Return will be a rate calculated by compounding the T-Bill Rate on each calendar day during the period from, and including, the pricing date to, but excluding, the Observation Date.

T-Bill Rate:

The 3-month weekly auction high discount rate for U.S. Treasury Bills published on the Bloomberg Screen USB3MTA Page (or any successor page) or, if such rate does not appear on such page (or any successor page) on such day, a rate determined by the calculation agent in good faith and a commercially reasonable manner.

Leverage Factor:

3

Aggregate Interest Amount:

With respect to the Maturity Date, for each $1,000 principal amount note, an amount equal to any Interest Amounts previously accrued and unpaid during the final Interest Accrual Period and any preceding Interest Accrual Periods. Notwithstanding anything to the contrary, the Aggregate Interest Amount will only be paid on the Maturity Date relating to any note.

Interest Amount:

With respect to any Interest Accrual Period, for each $1,000 principal amount note, an amount equal to (a) $1,000 plus any Interest Amount(s) previously accrued and unpaid during any preceding Interest Accrual Period(s), multiplied by (b) the Interest Rate multiplied by (c) a fraction, the numerator of which is the actual number of days from and including the last Interest Accrual Date to, but excluding, the next succeeding Interest Accrual Date and the denominator of which is 365.

Interest Rate:

A per annum rate equal to the LIBOR Rate plus the LIBOR Spread, as determined by the calculation agent, provided that in no event will the Interest Rate be less than zero.

LIBOR Rate:

The London Interbank Offer Rate for deposits in U.S. dollars with a Designated Maturity that appears on Reuters page “LIBOR01” (or any successor page) at approximately 11:00 a.m., London time, on the LIBOR Determination Date. If on such LIBOR Determination Date the LIBOR Rate cannot be determined by reference to Reuters page “LIBOR01” (or any successor page), then the calculation agent will determine the LIBOR Rate in accordance with the procedures set forth under “Description of the Notes — Payment at Maturity” in the accompanying product supplement no. 167-A-II.

LIBOR Determination Date:

The second business day immediately preceding each Interest Accrual Period

Designated Maturity:

Three months

LIBOR Spread:

-0.20%

Other Key Terms:

Please see “Additional Key Terms” in this term sheet for other key terms.

Subject to redemption in the event of an Early Redemption Event as described under “Description of Notes — Early Redemption Events” in the accompanying product supplement no. 167-A-II and 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. 167-A-II.

Investing in the Principal-at-Risk Notes involves a number of risks. See “Risk Factors” beginning on page PS-11 of the accompanying product supplement no. 167-A-II and “Selected Risk Considerations” beginning on page TS-3 of this term sheet.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or passed upon the accuracy or the adequacy of this term sheet or the accompanying prospectus supplement and prospectus. Any representation to the contrary is a criminal offense.


 

Price to Public (1)

Fees and Commissions (2)

Proceeds to Us


Per note

$

$

$


Total

$

$

$


(1)

The price to the public includes the estimated cost of hedging our obligations under the notes through one or more of our affiliates.

(2)

If the notes priced today, J.P. Morgan Securities Inc., which we refer to as JPMSI, acting as agent for JPMorgan Chase & Co., would receive a commission of approximately $22.50 per $1,000 principal amount note. This commission will include the projected profits that our affiliates expect to realize in consideration for assuming risks inherent in hedging our obligations under the notes. The actual commission received by JPMSI will depend on market conditions on the pricing date. In no event will the commission received by JPMSI exceed $22.50. See “Plan of Distribution (Conflicts of Interest)” beginning on page PS-76 of the accompanying product supplement no. 167-A-II.

The agent for this offering, JPMSI, is an affiliate of ours. See “Supplemental Plan of Distribution (Conflicts of Interest)” in this pricing supplement.

The notes are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.  

November 13, 2009

Additional Terms Specific to the Notes

JPMorgan Chase & Co. has filed a registration statement (including a prospectus) 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 and the 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 website at www.sec.gov. Alternatively, JPMorgan Chase & Co., any agent or any dealer participating in this offering will arrange to send you the prospectus, the prospectus supplement, product supplement no. 167-A-II and this term sheet if you so request by calling toll-free 866-535-9248.

You may revoke your offer to purchase the notes at any time prior to the time at which we accept such offer by notifying the applicable agent. We reserve the right to change the terms of, or reject any offer to purchase, the notes prior to their issuance. In the event of any changes to the terms of the notes, we will notify you and you will be asked to accept such changes in connection with your purchase. You may also choose to reject such changes in which case we may reject your offer to purchase.

You should read this term sheet together with the prospectus dated November 21, 2008, as supplemented by the prospectus supplement dated November 21, 2008 relating to our Series E medium-term notes of which these notes are a part, the more detailed information contained in product supplement no. 167-A-II dated October 7, 2009 and the JPMorgan Core Commodity Investable Global Asset Rotator Sigma Index Rules dated June 15, 2009 and filed on June 17, 2009. This term sheet, together with the documents listed below, contains the terms of the notes and supersedes all other prior or contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, fact sheets, brochures or other educational materials of ours. You should carefully consider, among other things, the matters set forth in “Risk Factors” in the accompanying product supplement no. 167-A-II, as the notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisers before you invest in the notes.

You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):

Our Central Index Key, or CIK, on the SEC website is 19617. As used in this term sheet, the “Company,” “we,” “us” or “our” refers to JPMorgan Chase & Co.

Additional Key Terms

Interest Accrual Periods:

The initial Interest Accrual Period will be the period from and including the issue date of the notes to, but excluding, the first Interest Accrual Date, and any subsequent Interest Accrual Period will be the period from and including the prior Interest Accrual Date to, but excluding, the next succeeding Interest Accrual Date.

Interest
Accrual Dates:

March 1, 2010, June 1, 2010, September 1, 2010 and December 1, 2010, provided that if the Maturity Date is adjusted, as described in “Maturity Date” below, the final Interest Accrual Date will be the Maturity Date, as adjusted.

Early Redemption Events:

Any and all amounts due and owing under the notes will be subject to acceleration upon the occurrence of one of the following events:

  • an Optional Early Redemption;

  • a Mandatory Early Redemption following an Index Decline; or

  • a Mandatory Early Redemption following a commodity hedging disruption event.

If the notes are redeemed pursuant to an Early Redemption Event, the Observation Date will be accelerated to the Early Redemption Notice Date, provided, however, that the accelerated Observation Date will be subject to postponement in the event of a market disruption event as described under “Description of Notes — Payment at Maturity” in the accompanying product supplement no. 167-A-II. After your notes are redeemed pursuant to an Early Redemption Event, no further amounts will be owed to you under the notes. If the notes are redeemed pursuant to an Early Redemption Event, your payment at maturity, as accelerated, will be made on the Maturity Date, as accelerated, according to the formula set forth in “Key Terms — Payment at Maturity” on the cover of this term sheet.

Early Redemption Notice Date:

If the notes are redeemed pursuant to an Early Redemption Event, the Early Redemption Notice Date will be (i) in the case of an Optional Early Redemption, the business day on which you notify us of your desire to redeem the notes by taking the steps described in “Optional Early Redemption” or (ii) in the case of a Mandatory Early Redemption, the business day on which we provide, or cause the calculation agent to provide, written notice of a Mandatory Early Redemption, which will be no earlier than the business day immediately following, and no later than ten business days immediately following, the day on which the Index Decline or commodity hedging disruption event, as applicable, occurred, as described in “Mandatory Early Redemption” below.

Optional Early Redemption:

Subject to the requirements described in the accompanying product supplement no. 167-A-II, prior to the Scheduled Maturity Date, on any business day you may elect to redeem the notes by delivering a notice of early redemption, in substantially the form attached as Annex A to this term sheet, to us via email to commodities_institutional_sales_New_York@jpmchase.com, no later than 10:00 a.m., New York City time on such business day (the “Early Redemption Notice Date”). For more information on Optional Early Redemptions, please see “Description of Notes — Early Redemption Events — Optional Early Redemption” in the accompany product supplement no. 167-A-II.

(continued on next page)


JPMorgan Structured Investments —
Principal-at-Risk Notes Linked to the JPMorgan Core Commodity Investable Global Asset Rotator Sigma Long-Short Total Return Index

 TS-1

Additional Key Terms (continued)

Mandatory Early Redemption:

Subject to the requirements described in the accompanying product supplement no. 167-A-II, the notes will be subject to mandatory redemption by us prior to the Scheduled Maturity Date if (i) the Index closing level on any trading day is less than the Initial Index Level by a percentage greater than or equal to the Index Decline Percentage (such event, an “Index Decline”) or (ii) a commodity hedging disruption event has occurred.

If the Ending Index Level on the accelerated Observation Date declines from the Initial Index Level or does not appreciate enough you may lose some or all of your investment. For more information on Mandatory Early Redemptions, see “Description of Notes — Early Redemption Events — Mandatory Early Redemption” in the accompanying product supplement no. 167-A-II.

Index Decline Percentage:

15%

Observation Date:

November 26, 2010, which is subject to acceleration following an Early Redemption Event and to postponement in the event of a market disruption event, as described under “Description of Notes — Early Redemption Events” and “Description of Notes — Payment at Maturity,” respectively, in the accompanying product supplement no. 167-A-II.

Scheduled Maturity Date:

December 1, 2010

Maturity Date:

The Scheduled Maturity Date, provided, however, that if an Early Redemption Event occurs, the Maturity Date will be the third Business Day following the Observation Date, as accelerated; provided, further, that if due to a market disruption event or otherwise, the Observation Date is postponed so that it falls less than three business days prior to the Maturity Date, the Maturity Date will be the third business day following the Observation Date, as postponed.

Calculation Agent:

J.P. Morgan Securities Inc. (“JPMSI”)

CUSIP:

48124DK0

JPMorgan Core Commodity Investable Global Asset Rotator Sigma Long-Short Total Return Index

The JPMorgan Core Commodity Investable Global Asset Rotator Sigma Long-Short Total Return Index (the “Core Commodity-IGAR Sigma Long-Short” or the “Index”) was developed and is maintained by J.P. Morgan Securities Ltd. to implement a momentum-based algorithmic strategy for commodity allocations. The Core Commodity-IGAR Sigma Long-Short references the value of a synthetic portfolio selected from a limited universe of commodity constituents, each of which is a component of the S&P GSCI™ Index (“S&P GSCI™”) and is intended to serve as a benchmark value for a particular commodity. The Core Commodity-IGAR Sigma Long-Short is a total return index. A total return index reflects the returns that are potentially available through an unleveraged investment in the contracts comprising such index plus interest that could be earned on funds committed to the trading of the underlying futures contracts. However, the T-Bill Return deduction in the calculation of the payment on the notes at maturity will offset, in whole or in part, the additional return provided by the total return feature of the Index.

Historical performance data for each constituent is run through the Core Commodity-IGAR Sigma Long-Short algorithms on a monthly basis. The algorithms test each constituent’s performance and consistency. The performance algorithm tests the year-over-year performance for each constituent, and the consistency tests filter out constituents that have not demonstrated consistent positive or negative monthly performance over a one-year period, attributing greater weight to more recent monthly periods. The reversal tests further filter out constituents that, although showing consistent recent increases or decreases, as applicable, in price, have shown a rapid reversal from the previously indicated momentum signal.

Up to seven constituents that are ranked with the strongest positive performance and successfully pass the long consistency and reversal tests are assigned a long-short target weight of one-seventh (1/7) in the synthetic portfolio until the next monthly rebalancing. The weighting of one-seventh will apply to each of the strongest constituents even if their number is less than seven. Up to seven constituents that are ranked with the weakest negative performance (i.e., the weakest performance) and successfully pass the short consistency and reversal tests are assigned a long-short target weight of minus one-seventh (-1/7) in the synthetic portfolio until the next monthly rebalancing. The weighting of minus one-seventh (-1/7) will apply to each of the weakest constituents even if their number is less than seven. The remaining constituents are assigned a weight of zero percent (0%). The commodity exposure of the Core Commodity-IGAR Sigma Long-Short is adjusted by a volatility control factor. The volatility control factor seeks to reduce the volatility of the Core Commodity-IGAR Sigma Long-Short by adjusting downward the exposure to the Index’s commodity constituents. In order to calculate the volatility control factor, the calculation agent references a volatility calculation portfolio, which is the synthetic portfolio of the Index, assuming a volatility control factor of one and a Treasury Bill return of zero and ignoring the impact of limit days. The calculation agent then references the historical volatility of such portfolio over two volatility observation periods, the trailing 21 trading days and the trailing 63 trading days. If the historical volatility of the volatility calculation portfolio over two volatility observation periods is greater than a target volatility of 20% per annum, the exposure to the constituents will be adjusted by a volatility control factor equal to 20% divided by the greater of the historical volatility of the two volatility observation periods, provided that such factor cannot be greater than one. The volatility control factor is adjusted monthly in connection with the rebalancing of the constituents.

The value of the Core Commodity-IGAR Sigma Long-Short is published each trading day under the Bloomberg ticker symbol “CMDSLSTR.”

Selected Purchase Considerations


JPMorgan Structured Investments —
Principal-at-Risk Notes Linked to the JPMorgan Core Commodity Investable Global Asset Rotator Sigma Long-Short Total Return Index

 TS-2

Selected Risk Considerations

An investment in the notes involves significant risks. Investing in the notes is not equivalent to investing directly in S&P GSCIconstituents, in any of the commodities whose futures contracts determine the levels of S&P GSCIconstituents or the constituents of the Core Commodity-IGAR Sigma Long-Short, or in any contracts relating to such commodities for which there is an active secondary market. These risks are explained in more detail in the “Risk Factors” section of the accompanying product supplement no. 167-A-II dated October 7, 2009.


JPMorgan Structured Investments —
Principal-at-Risk Notes Linked to the JPMorgan Core Commodity Investable Global Asset Rotator Sigma Long-Short Total Return Index

 TS-3

JPMorgan Structured Investments —
Principal-at-Risk Notes Linked to the JPMorgan Core Commodity Investable Global Asset Rotator Sigma Long-Short Total Return Index

 TS-4

JPMorgan Structured Investments —
Principal-at-Risk Notes Linked to the JPMorgan Core Commodity Investable Global Asset Rotator Sigma Long-Short Total Return Index

 TS-5

JPMorgan Structured Investments —
Principal-at-Risk Notes Linked to the JPMorgan Core Commodity Investable Global Asset Rotator Sigma Long-Short Total Return Index

 TS-6

What Is the Payment at Maturity on the Notes Assuming a Range of Performance for the Core Commodity-IGAR Sigma Long-Short?

The following table illustrates the hypothetical payment at maturity on the notes. The hypothetical payments at maturity set forth below reflect the Leverage Factor of 3, the Fee Percentage of 1.67111% (calculated in the manner set forth under “Key Terms — Fee Percentage” on the cover of this term sheet and assuming the Maturity Date is the Scheduled Maturity Date) and assume an Initial Index Level of 1300, a T-Bill Return of 0.15% and an Aggregate Interest Amount of $10.00. The hypothetical payments at maturity set forth below are for illustrative purposes only and may not be the actual payment at maturity applicable to a purchaser of the notes. For example, the Aggregate Interest Amount will depend on whether an Early Redemption Event occurs and the T-Bill Return will depend on the performance of the T-Bill Rate, neither of which will be known on the pricing date. The numbers appearing in the following table and examples have been rounded for ease of analysis.


Ending Index Level

Index Return

$1,000 x [1 + (Index
Return – Fee
Percentage – T-Bill
Return ) x Leverage
Factor]

 

Aggregate
Interest
Amount

 

Payment at
Maturity


2340.00

80.00%

$3,345.37

+

$10.00

=

$3,355.37

2080.00

60.00%

$2,745.37

+

$10.00

=

$2,755.37

1820.00

40.00%

$2,145.37

+

$10.00

=

$2,155.37

1560.00

20.00%

$1,545.37

+

$10.00

=

$1,555.37

1430.00

10.00%

$1,245.37

+

$10.00

=

$1,255.37

1365.00

5.00%

$1,095.37

+

$10.00

=

$1,105.37

1301.30

0.10%

$948.37

+

$10.00

=

$958.37

1300.00

0.00%

$945.37

+

$10.00

=

$955.37

1235.00

-5.00%

$795.37

+

$10.00

=

$805.37

1170.00

-10.00%

$645. 37

+

$10.00

=

$655.37

1105.00

-15.00%

$495. 37

+

$10.00

=

$505.37

1040.00

-20.00%

$345. 37

+

$10.00

=

$355.37

910.00

-30.00%

$45. 37

+

$10.00

=

$55.37

780.00

-40.00%

-$254.63

+

$10.00

=

$0.00

650.00

-50.00%

-$554.63

+

$10.00

=

$0.00

520.00

-60.00%

-$854.63

+

$10.00

=

$0.00

390.00

-70.00%

-$1,154.63

+

$10.00

=

$0.00

260.00

-80.00%

-$1,454.63

+

$10.00

=

$0.00

130.00

-90.00%

-$1,754.63

+

$10.00

=

$0.00

0.00

-100.00%

-$2,054.63

+

$10.00

=

$0.00


Hypothetical Examples of Amounts Payable at Maturity

The following examples illustrate how the hypothetical payments set forth in the table above are calculated.

Example 1: The Ending Index Level increases from the Initial Index Level of 1300 to an Ending Index Level of 1365. Because the Ending Index Level of 1365 is greater than the Initial Index Level of 1300, the investor receives a payment at maturity of $1,105.37 per $1,000 principal amount note, calculated as follows:

$1,000 x [1 + (5.00% – 1.67111% – 0.15%) x 3] + $10 = $1,105.37

Example 2: The Ending Index Level increases from the Initial Index Level of 1300 to an Ending Index Level of 1301.30. Even though the Ending Index Level of 1301.30 is greater than the Initial Index Level of 1300, the investor receives a payment at maturity of $958.37 per $1,000 principal amount note, calculated as follows:

$1,000 x [1 + (0.10% – 1.67111% – 0.15%) x 3] + $10 = $958.37

Example 3: The Ending Index Level decreases from the Initial Index Level of 1300 to an Ending Index Level of 1040. Because the Ending Index Level of 1040 is less than the Initial Index Level of 1300, the investor receives a payment at maturity of $345.37 per $1,000 principal amount note, calculated as follows:

$1,000 x [1 + (-20.00% – 1.67111% – 0.15%) x 3] + $10 = $355.37

Example 4: The Ending Index Level decreases from the Initial Index Level of 1300 to an Ending Index Level of 0. Because the Ending Index Level of 0 is less than the Initial Index Level of 1300, and because the payment at maturity per $1,000 note may not be less than $0 per $1,000 principal amount note, the investor receives a payment at maturity of $0 per $1,000 principal amount note.


JPMorgan Structured Investments —
Principal-at-Risk Notes Linked to the JPMorgan Core Commodity Investable Global Asset Rotator Sigma Long-Short Total Return Index

 TS-7

Hypothetical Back-tested Data and Historical Information

The following graph sets forth the hypothetical back-tested performance of the Index based on the hypothetical back-tested daily Index closing values from January 2, 2004 through June 12, 2009, and the historical performance of the Index based on the daily Index closing values from June 15, 2009 to November 6, 2009. The Index was established on June 15, 2009. The Index closing value on November 12, 2009 was 1269.622. We obtained the Index closing values below from Bloomberg Financial Markets. We make no representation or warranty as to the accuracy or completeness of the information obtained from Bloomberg Financial Markets.

The hypothetical back-tested and historical values of the Index should not be taken as an indication of future performance, and no assurance can be given as to the Index closing value on the Observation Date. We cannot give you assurance that the performance of the Index will result in the return of any of your initial investment. The data for the hypothetical back-tested performance of the Core Commodity-IGAR Sigma Long-Short set forth in the following graph was calculated on materially the same basis on which the performance of the Core Commodity-IGAR Sigma Long-Short is now calculated, but the number of S&P GSCI™ constituents, and thus the universe of potential constituents, has changed over time. There are currently 24 S&P GSCI™ components, of which 14 S&P GSCI™ components are eligible as potential components of the Core Commodity-IGAR Sigma Long-Short.

The hypothetical historical values above have not been verified by an independent third party. The back-tested, hypothetical historical results above have inherent limitations. These back-tested results are achieved by means of a retroactive application of a back-tested model designed with the benefit of hindsight.

Alternative modeling techniques or assumptions would produce different hypothetical historical information that might prove to be more appropriate and that might differ significantly from the hypothetical historical information set forth above. Hypothetical back-tested results are neither an indicator nor guarantee of future returns. Actual results will vary, perhaps materially, from the analysis implied in the hypothetical historical information that forms part of the information contained in the chart above.

Supplemental Plan of Distribution (Conflicts of Interest)

We own, directly or indirectly, all of the outstanding equity securities of JPMSI, the agent for this offering. The net proceeds received from the sale of the notes will be used, in part, by JPMSI or one of its affiliates in connection with hedging our obligation under the notes. In accordance with NASD Rule 2720, JPMSI may not make sales in this offering to any of its discretionary accounts without the prior written approval of the customer.


JPMorgan Structured Investments —
Principal-at-Risk Notes Linked to the JPMorgan Core Commodity Investable Global Asset Rotator Sigma Long-Short Total Return Index

 TS-8

ANNEX A

FORM OF NOTICE OF REDEMPTION

 

To: commodities_institutional_sales_New_York@jpmchase.com

Subject: Principal-at-Risk Notes Linked to the JPMorgan Core Commodity Investable Global Asset Rotator Sigma Long-Short Total Return Index due December 1, 2010

The undersigned hereby irrevocably elects to exercise the right to have JPMorgan Chase & Co. redeem certain notes described in product supplement no. 167-A-II, dated October 7, 2009 and pricing supplement no. ___ dated November ____, 2009.

The undersigned certifies to you that it will (i) instruct its DTC custodian with respect to the notes (specified below) to book a delivery versus payment trade on the Observation Date, as accelerated, with respect to the number of notes specified below at a price per note equal to the applicable redemption value on the Observation Date, as accelerated, and (ii) cause the DTC custodian to deliver the trade as booked for settlement via DTC at or prior to 10:00 am. New York City time on the Maturity Date, as accelerated.

CUSIP No.: ________

Name of holder:

Number of $1,000 principal amount notes to be redeemed:

DTC # (and any relevant sub-account):

Date: _________, 20__

Contact Name:

Telephone #:

Fax #:

Email:

Acknowledgement: I acknowledge that the notes specified above will not be redeemed unless all of the requirements specified in the product supplement and pricing supplement relating to the notes are satisfied.

** Questions regarding the repurchase requirements of your notes should be directed to commodities_institutional_sales_New_York@jpmchase.com.


JPMorgan Structured Investments —
Principal-at-Risk Notes Linked to the JPMorgan Core Commodity Investable Global Asset Rotator Sigma Long-Short Total Return Index

 A-1