JPMORGAN CHASE & CO.
Filed Pursuant to Rule 433
Registration No.333-146731
Dated: March 25, 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 March 25, 2009 to the Prospectus dated October 16, 2007.
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Issuer: |
JPMorgan Chase & Co. |
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Guarantor: |
Federal Deposit Insurance Corporation ("FDIC") |
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Security: |
Floating Rate Guaranteed Notes due 2011 |
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Guarantee: |
The Notes are guaranteed under the FDIC's Temporary Liquidity Guarantee Program and are backed by the full faith and credit of the United States. The details of the FDIC guarantee are provided in the FDIC's regulations, 12 CFR Part 370, and the FDIC's website, www.fdic.gov/tlgp. The expiration date of the FDIC's guarantee is the earlier of the maturity date of the debt or June 30, 2012. |
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Expected Issue Ratings: (Moody's/S&P/Fitch) |
Aaa/AAA/AAA |
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Currency: |
USD |
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Size: |
$2,100,000,000 |
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Offering Type: |
SEC Registered Senior |
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Maturity: |
April 1, 2011 |
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Coupon: |
Three-Month LIBOR plus 13bps |
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Re-offer Spread to Index: |
Three-Month LIBOR plus 13bps |
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Price to Public: |
100% of face amount |
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Proceeds (Before Expenses) to Issuer: |
$2,094,750,000 (99.75%) |
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Day Count Convention: |
Actual/360 |
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Interest Payment Dates: |
January 1, April 1, July 1 and October 1 of each year, commencing July 1, 2009 |
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Record Date: |
The second business day before each interest payment date |
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Reset Frequency: |
Quarterly |
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Payment Frequency: |
Quarterly |
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Trade Date: |
March 25, 2009 |
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Settlement Date: |
March 30, 2009 (T+3) |
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Denominations |
$2,000 x $1,000 |
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CUSIP: |
481247AL8 / US481247AL83 |
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Sole Bookrunner: |
J.P. Morgan Securities Inc. |
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Co-Managers: |
Blaylock Robert Van, LLC The Williams Capital Group, L.P. |
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, relating to the Notes. Before you invest, you should read this term sheet, the registration statement, prospectus, prospectus supplement, and any other documents relating to this offering that JPMorgan Chase & Co. has filed with the SEC for more complete information regarding the FDIC guarantee, JPMorgan Chase & Co., and this offering. You can get the documents that JPMorgan Chase & Co. has filed with the SEC relating to this offering without cost by visiting 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 and supplemental prospectus if you request them by calling collect 1-212-834-4533.