Obligation JPMorgan Chase & Company 4.95% ( US46625HHQ65 ) en USD

JPMorgan Chase & Company

100 % ⇌

Etats-unis

US46625HHQ65 ( en USD )

4.95% par an ( paiement semestriel )

24/03/2020 - Obligation échue

Prospectus brochure de l'obligation JPMorgan Chase & Co US46625HHQ65 en USD 4.95%, échue

2 000 USD

1 205 010 000 USD

46625HHQ6

N/A

JPMorgan Chase & Co. est une société multinationale américaine de services financiers offrant des services bancaires d'investissement, de gestion de fortune, de banque commerciale et de cartes de crédit à une clientèle mondiale.

L'Obligation émise par JPMorgan Chase & Company ( Etats-unis ) , en USD, avec le code ISIN US46625HHQ65, paye un coupon de 4.95% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 24/03/2020

Prospectus Supplement
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424B2 1 d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-146731
CALCULATION OF REGISTRATION FEE

Amount of
Title of Each Class of
Maximum Aggregate
Registration
Securities to be Registered
Offering Price

Fee(1)
4.950% Notes due 2020
$1,500,000,000

$106,950
(1) Pursuant to Rule 457(p) under the Securities Act of 1933, unused filing fees of $882,996.10 have already been paid by
JPMorgan Chase Bank, National Association, a wholly owned subsidiary of JPMorgan Chase & Co., with respect to
unsold securities that were previously registered pursuant to a Registration Statement on Form S-3 (No. 333-131760)
filed on February 10, 2006, as amended on Form S-3/A filed on March 28, 2006, and have been carried forward, of
which $106,950.00 is offset against the registration fee due for this offering and of which $278,453.17 remains available
for future registration fees. No additional registration fee has been paid with respect to this offering.
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Prospectus Supplement
(To Prospectus dated October 16, 2007)

$1,500,000,000
4.950% Notes due 2020
Interest payable March 25 and September 25
Issue price: 99.961%

The notes will mature on March 25, 2020. Interest on the notes will accrue from March 25, 2010. We cannot
redeem the notes prior to their maturity. There is no sinking fund for the notes.

The notes are unsecured and will have the same rank as our other unsecured and unsubordinated debt
obligations.

The notes are not deposits or other obligations of a bank and are not insured by the Federal Deposit Insurance
Corporation or any other governmental agency.

Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of the notes or determined that this prospectus supplement or the attached prospectus is accurate or
complete. Any representation to the contrary is a criminal offense.

Underwriting

Price to Public
Discounts
Proceeds to Us
Per Note

99.961%

0.450%

99.511%
Total

$1,499,415,000
$ 6,750,000
$1,492,665,000
The notes will not be listed on any securities exchange. Currently, there is no public trading market for the notes.

We expect to deliver the notes to investors through the book-entry delivery system of The Depository Trust
Company and its direct participants, including Euroclear and Clearstream, on or about March 25, 2010.

Our affiliates, including J.P. Morgan Securities Inc., may use this prospectus supplement and the attached
prospectus in connection with offers and sales of the notes in the secondary market. These affiliates may act as
principal or agent in those transactions. Secondary market sales will be made at prices related to market prices at
the time of sale.

J.P. Morgan
KeyBanc Capital Markets

Morgan Keegan & Company, Inc.

Wells Fargo Securities

March 18, 2010
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In making your investment decision, you should rely only on the information contained or incorporated by reference
in this prospectus supplement and the attached prospectus. We have not authorized anyone to provide you with any
other information. If you receive any information not authorized by us, you should not rely on it.

We are offering to sell the notes only in places where sales are permitted.

You should not assume that the information contained or incorporated by reference in this prospectus supplement or
the attached prospectus is accurate as of any date other than its respective date.

TABLE OF CONTENTS

Page
Prospectus Supplement

JPMorgan Chase & Co.

S-3
Use of Proceeds

S-3
Consolidated Ratio of Earnings To Fixed Charges

S-3
Description of the Notes

S-4
Certain United States Federal Income and Estate Tax Consequences to Non-United States Persons

S-5
Certain ERISA Matters

S-7
Underwriting (Conflicts of Interest)

S-8
Experts
S-10
Legal Opinions
S-10

Page
Prospectus

Summary

2
Consolidated Ratios of Earnings to Fixed Charges and Preferred Stock Dividend Requirements

6
Where You Can Find More Information About JPMorgan Chase

7
Important Factors That May Affect Future Results

9
Use of Proceeds

10
Description of Debt Securities

11
Description of Preferred Stock

20
Description of Common Stock

25
Description of Securities Warrants

25
Description of Currency Warrants

26
Book-Entry Issuance

28
Plan of Distribution

31
Experts

32
Legal Opinions

32

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JPMORGAN CHASE & CO.

JPMorgan Chase & Co., which we refer to as "JPMorgan Chase," "we" or "us," is a leading global financial services firm
and one of the largest banking institutions in the United States, with $2.0 trillion in assets, $165.4 billion in total
stockholders' equity and operations in more than 60 countries as of December 31, 2009. JPMorgan Chase is a leader in
investment banking, financial services for consumers and businesses, financial transaction processing and asset management.
Under the J.P. Morgan and Chase brands, JPMorgan Chase serves millions of customers in the U.S. and many of the world's
most prominent corporate, institutional and government clients.

JPMorgan Chase is a financial holding company and was incorporated under Delaware law on October 28, 1968. JPMorgan
Chase's principal bank subsidiaries are JPMorgan Chase Bank, National Association, a national banking association with
branches in 23 states, and Chase Bank USA, National Association, a national bank that is JPMorgan Chase's credit card
issuing bank. JPMorgan Chase's principal nonbank subsidiary is J.P. Morgan Securities Inc., our U.S. investment banking
firm.

The principal executive office of JPMorgan Chase is located at 270 Park Avenue, New York, New York 10017-2070, U.S.A.,
and its telephone number is (212) 270-6000.

USE OF PROCEEDS

We will use the net proceeds we receive from the sale of the notes offered by this prospectus supplement for general
corporate purposes. General corporate purposes may include the repayment of debt, investments in or extensions of credit to
our subsidiaries, redemption of our securities or the financing of possible acquisitions or business expansion. We may invest
the net proceeds temporarily or apply them to repay short-term debt until we are ready to use them for their stated purpose.

CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES

Our consolidated ratios of earnings to fixed charges are as follows:

Year Ended December 31,

2009 2008 2007 2006 2005
Earnings to Fixed Charges:

Excluding Interest on Deposits
2.47 1.17 1.95 1.93 1.75
Including Interest on Deposits
2.02 1.10 1.50 1.52 1.46

For purposes of computing the above ratios, earnings represent net income from continuing operations plus total taxes based
on income and fixed charges. Fixed charges, excluding interest on deposits, include interest expense (other than on deposits),
one-third (the proportion deemed representative of the interest factor) of rents, net of income from subleases, and capitalized
interest. Fixed charges, including interest on deposits, include all interest expense, one-third (the proportion deemed
representative of the interest factor) of rents, net of income from subleases, and capitalized interest.

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DESCRIPTION OF THE NOTES

The following description of the particular terms of our 4.950% Notes due 2020, which we refer to as the notes, supplements
the description of the general terms of the debt securities set forth under the headings "Description of Debt Securities--
General" and "Description of Debt Securities--Senior Debt Securities" in the attached prospectus. Capitalized terms used but
not defined in this prospectus supplement have the meanings assigned in the attached prospectus or the senior indenture
referred to in the attached prospectus.

The notes offered by this prospectus supplement will be issued under the senior indenture between us and Deutsche Bank
Trust Company Americas (formerly known as Bankers Trust Company), as amended. The notes will be initially limited to
$1,500,000,000 aggregate principal amount and will mature on March 25, 2020. The notes are a series of senior debt
securities referred to in the attached prospectus. We have the right to issue additional notes of such series in the future. Any
such additional notes will have the same terms as the notes being offered by this prospectus supplement but may be offered at
a different offering price or have a different initial interest payment date than the notes being offered by this prospectus
supplement. If issued, these additional notes will become part of the same series as the notes being offered by this prospectus
supplement.

We will make all principal and interest payments on the notes in immediately available funds. All sales of the notes,
including secondary market sales, will settle in immediately available funds.

The notes will bear interest at the annual rate of 4.950%. Interest on the notes will accrue from March 25, 2010. We will pay
interest on the notes semi-annually in arrears on March 25 and September 25 of each year, beginning September 25, 2010.
We refer to these dates as "interest payment dates." Interest will be calculated on the basis of a 360-day year consisting of
twelve 30-day months. Interest will be paid to the persons in whose names the notes are registered at the close of business on
the second business day preceding March 25 and September 25 of each year.

In the event that any interest payment date for the notes falls on a day that is not a business day, the interest payment due on
that date will be paid on the next day that is a business day, with the same force and effect as if made on the interest payment
date and without any interest or other payment with respect to the delay. For purposes of this prospectus supplement, a
"business day" is any day, other than a Saturday, Sunday or other day that, in New York City, banking institutions generally
are authorized or obligated by law or executive order to close.

We cannot redeem the notes prior to their maturity. No sinking fund is provided for the notes.

The notes will be issued in denominations of $2,000 and larger integral multiples of $1,000. The notes will be represented by
one or more permanent global notes registered in the name of DTC or its nominee, as described under "Book-Entry Issuance"
in the attached prospectus.

Investors may elect to hold interests in the notes outside the United States through Clearstream Banking, Société Anonyme
("Clearstream") or Euroclear Bank S.A./N.V., as operator of Euroclear System ("Euroclear"), if they are participants in those
systems, or indirectly through organizations that are participants in those systems.

Clearstream and Euroclear will hold interests on behalf of their participants through customers' securities accounts in
Clearstream's and Euroclear's names on the books of their respective depositaries. Those depositaries will in turn hold those
interests in customers' securities accounts in the depositaries' names on the books of DTC.

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CERTAIN UNITED STATES FEDERAL INCOME AND ESTATE TAX
CONSEQUENCES TO NON-UNITED STATES PERSONS

The following is a summary of certain United States federal income and estate tax consequences as of the date of this
prospectus supplement regarding the purchase, ownership and disposition of the notes. Except where noted, this summary
deals only with notes that are held as capital assets by a non-United States holder who purchases the notes upon original
issuance at their initial offering price.

A "non-United States holder" means a person (other than a partnership) that is not any of the following for United States
federal income tax purposes:

· an individual citizen or resident of the United States;

· a corporation or other entity taxable as a corporation created or organized in or under the laws of the United States,
any state thereof or the District of Columbia;

· an estate the income of which is subject to United States federal income taxation regardless of its source; or

· a trust (1) if a court within the United States is able to exercise primary supervision over its administration and one
or more United States persons, as defined in Section 7701(a) (30) of the Internal Revenue Code, have the authority
to control all of its substantial decisions, or (2) that has a valid election in effect under applicable United States
Treasury regulations to be treated as a United States person.

If a partnership holds our notes, the tax treatment of a partner will generally depend upon the status of the partner and the
activities of the partnership. If you are a partner of a partnership holding our notes, you should consult your tax advisors.

This summary is based upon provisions of the Internal Revenue Code, and regulations, rulings and judicial decisions as of the
date hereof. Those authorities may be changed, perhaps retroactively, so as to result in United States federal tax
consequences different from those summarized below. This summary does not represent a detailed description of the United
States federal tax consequences to you in light of your particular circumstances. In addition, it does not represent a detailed
description of the United States federal tax consequences applicable to you if you are subject to special treatment under the
United States federal tax laws (including if you are a United States expatriate, partnership or other pass-through entity,
"controlled foreign corporation" or "passive foreign investment company"). We cannot assure you that a change in law will
not alter significantly the tax considerations that we describe in this summary.

If you are considering the purchase of notes, you should consult your own tax advisors concerning the particular
United States federal tax consequences to you of the ownership of the notes, as well as the consequences to you arising
under the laws of any other taxing jurisdiction.

United States Federal Withholding Tax

The 30% United States federal withholding tax will not apply to any payment of interest on the notes under the "portfolio
interest rule," provided that:

· interest paid on the notes is not effectively connected with your conduct of a trade or business in the United States;

· you do not actually or constructively own 10% or more of the total combined voting power of all classes of our
voting stock within the meaning of the Internal Revenue Code and United States Treasury regulations;

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· you are not a controlled foreign corporation that is related to us through stock ownership;

· you are not a bank whose receipt of interest on the notes is described in Section 881(c) (3) (A) of the Internal
Revenue Code; and

· either (a) you provide your name and address on an IRS Form W-8BEN (or other applicable form), and certify,
under penalties of perjury, that you are not a United States person, as defined in Section 7701(a) (30) of the Internal
Revenue Code or (b) you hold the notes through certain foreign intermediaries and satisfy the certification
requirements of applicable United States Treasury regulations.

Special certification rules apply to certain non-United States holders that are pass-through entities rather than corporations or
individuals.

If you cannot satisfy the requirements described above, payments of interest made to you will be subject to the 30% United
States federal withholding tax, unless you provide us with a properly executed:

· IRS Form W-8BEN (or other applicable form) claiming an exemption from, or reduction in, withholding under the
benefit of an applicable tax treaty; or

· IRS Form W-8ECI (or other applicable form) stating that interest paid on the notes is not subject to withholding
tax because it is effectively connected with your conduct of a trade or business in the United States (as discussed
below under "--United States Federal Income Tax").

The 30% United States federal withholding tax generally will not apply to any payment of principal or gain that you realize
on the sale, exchange, retirement or other disposition of the notes.

United States Federal Income Tax

If you are engaged in a trade or business in the United States and interest on the notes is effectively connected with the
conduct of that trade or business and, if required by an applicable income tax treaty, is attributable to a United States
permanent establishment, then you will be subject to United States federal income tax on that interest on a net income basis
(although you will be exempt from the 30% United States federal withholding tax, provided certain certification and
disclosure requirements discussed above under "--United States Federal Withholding Tax" are satisfied), in the same manner
as if you were a United States person, as defined in Section 7701(a) (30) of the Internal Revenue Code. In addition, if you are
a foreign corporation, you may be subject to a branch profits tax equal to 30% (or lower applicable treaty rate) of such
interest, subject to adjustments.

Any gain realized on the disposition of a note generally will not be subject to United States federal income tax unless:

· the gain is effectively connected with your conduct of a trade or business in the United States and, if required by
an applicable income tax treaty, is attributable to a United States permanent establishment; or

· you are an individual who is present in the United States for 183 days or more in the taxable year of that
disposition, and certain other conditions are met.

United States Federal Estate Tax

Your estate will not be subject to United States federal estate tax on notes beneficially owned by you at the time of your
death, provided that any payment to you on the notes would be eligible for exemption from the 30%

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United States federal withholding tax under the "portfolio interest rule" described above under "--United States Federal
Withholding Tax" without regard to the statement requirement in the fifth bullet point of that section.

Information Reporting and Backup Withholding

Information reporting will generally apply to payments of interest and the amount of tax, if any, withheld with respect to such
payments to you. Copies of the information returns reporting such interest payments and any withholding may also be made
available to the tax authorities in the country in which you reside under the provisions of an applicable income tax treaty.

In general, no backup withholding will be required regarding payments that we make to you provided that we do not have
actual knowledge or reason to know that you are a United States person, as defined in Section 7701(a) (30) of the Internal
Revenue Code, and we have received from you the statement described above in the fifth bullet point under "--United States
Federal Withholding Tax."

Information reporting and, depending on the circumstances, backup withholding will be required regarding the proceeds of
the sale of a note made within the United States or conducted through certain United States related financial intermediaries,
unless the payor receives the statement described above and does not have actual knowledge or reason to know that you are a
United States person, as defined in Section 7701(a) (30) of the Internal Revenue Code, or you otherwise establish an
exemption.

Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your United States
federal income tax liability provided the required information is furnished to the Internal Revenue Service.

CERTAIN ERISA MATTERS

The notes may, subject to certain legal restrictions, be held by (i) an "employee benefit plan" (as defined in Section 3(3) of
the Employee Retirement Security Act of 1974, as amended ("ERISA")) that is subject to Title I of ERISA, (ii) a "plan" that
is subject to Section 4975 of the Internal Revenue Code, (iii) a plan, account or other arrangement that is subject to
provisions under federal, state, local, non-U.S. or other laws or regulations that are similar to any such provisions of Title I of
ERISA or Section 4975 of the Internal Revenue Code ("Similar Laws") and (iv) an entity whose underlying assets are
considered to include "plan assets" of any such plan, account or arrangement (each of the foregoing described in clauses (i),
(ii), (iii) and (iv) being referred to as a "Plan"). A fiduciary of any Plan must determine that the purchase, holding and
disposition of an interest in the notes is consistent with its fiduciary duties and will not constitute or result in a non-exempt
prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code, or a violation under any
applicable Similar Laws. By acceptance of a note, each purchaser and subsequent transferee of a note or any interest therein
will be deemed to have represented and warranted that either (i) no portion of the assets used by such purchaser or transferee
to acquire or hold the notes constitutes assets of any Plan or (ii) the acquisition and holding of the notes by such holder or
transferee will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal
Revenue Code or similar violation under any applicable Similar Laws.

Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited
transactions, it is particularly important that fiduciaries, or other persons considering acquiring the notes on behalf of, or with
the assets of, any Plan, consult with their counsel regarding the potential applicability of ERISA, Section 4975 of the Internal
Revenue Code and any Similar Laws to such investment, and whether an exemption therefrom would be applicable to the
acquisition and holding of the notes.

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UNDERWRITING

We and the underwriters named below have entered into an underwriting agreement relating to the offer and sale of the notes.
In the underwriting agreement, we have agreed to sell to each underwriter severally, and each underwriter has agreed
severally to purchase from us, the principal amount of notes that appears opposite the name of that underwriter below:

Principal
Amount
Underwriter

of Notes
J.P. Morgan Securities Inc.

$1,357,500,000
KeyBanc Capital Markets Inc.

37,500,000
Morgan Keegan & Company, Inc.

37,500,000
Wells Fargo Securities, LLC

37,500,000
Lebenthal & Co., LLC

15,000,000
The Williams Capital Group, L.P.

15,000,000

Total

$1,500,000,000

The obligations of the underwriters under the underwriting agreement, including their agreement to purchase the notes from
us, are several and not joint. Those obligations are also subject to the satisfaction of certain conditions in the underwriting
agreement. The underwriters have agreed to purchase all of the notes if any of them are purchased.

The underwriters have advised us that they propose to offer the notes to the public at the public offering price that appears on
the cover page of this prospectus supplement. The underwriters may offer the notes to selected dealers at the public offering
price minus a selling concession of up to 0.30% of the principal amount of the notes. In addition, the underwriters may allow,
and those selected dealers may reallow, a selling concession of up to 0.125% of the principal amount of the notes to certain
other dealers. After the initial public offering, the underwriters may change the public offering price and any other selling
terms.

In the underwriting agreement, we have agreed that:

· we will pay our expenses related to this offering, which we estimate will be $100,000; and

· we will indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933.

Each underwriter has represented to us and agreed with us that it has not made and will not make an offer of the notes to the
public in any member state of the European Economic Area which has implemented the Prospectus Directive (a "Relevant
Member State") from and including the date on which the Prospectus Directive is implemented in that Relevant Member
State (the "Relevant Implementation Date") prior to the publication of a prospectus in relation to the notes which has been
approved by the competent authority in that Relevant Member State or, where appropriate, has been approved in another
Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the
Prospectus Directive. However, an underwriter may make an offer of the notes to the public in that Relevant Member State at
any time on or after the Relevant Implementation Date:

· to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or
regulated, whose corporate purpose is solely to invest in securities;

· to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year,
(2) a total balance sheet of more than 43,000,000 and (3) an annual net turnover of more than 50,000,000 as
shown in its last annual or consolidated accounts; or

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· in any other circumstances which do not require the publication by the issuer of a prospectus pursuant to Article 3
of the Prospectus Directive.

For the purposes of the above information, the expression an "offer of the notes to the public" in relation to any notes in any
Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the
offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe for the notes, as the same may
be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member
State and the expression "Prospectus Directive" means Directive 2003/71/EC and includes any relevant implementing
measure in each Relevant Member State.

There is currently no public trading market for the notes. In addition, we have not applied and do not intend to apply to list
the notes on any securities exchange or to have the notes quoted on a quotation system. Certain of the underwriters have
advised us that they intend to make a market in the notes. However, they are not obligated to do so and may discontinue any
market-making in the notes at any time in their sole discretion. Therefore, we cannot assure you that a liquid trading market
for the notes will develop, that you will be able to sell your notes at a particular time or that the price you receive when you
sell your notes will be favorable.

Our affiliates, including J.P. Morgan Securities Inc., may use this prospectus supplement and the attached prospectus in
connection with offers and sales of the notes in the secondary market. These affiliates may act as principal or agent in those
transactions. Secondary market sales will be made at prices related to market prices at the time of sale.

In connection with this offering of the notes, the underwriters may engage in overallotment, stabilizing transactions and
syndicate covering transactions in accordance with Regulation M under the Securities Exchange Act of 1934. Overallotment
involves sales in excess of the offering size, which create a short position for the underwriters. Stabilizing transactions
involve bids to purchase the notes in the open market for the purpose of pegging, fixing or maintaining the price of the notes.
Syndicate covering transactions involve purchases of the notes in the open market after the distribution has been completed in
order to cover short positions. Stabilizing transactions and syndicate covering transactions may cause the price of the notes to
be higher than it would otherwise be in the absence of those transactions. If the underwriters engage in stabilizing or
syndicate covering transactions, they may discontinue them at any time.

Certain of the underwriters engage in transactions with and perform services for us and our subsidiaries in the ordinary
course of business.

The underwriting agreement provides that the closing will occur on March 25, 2010, which is five business days after the
date of this prospectus supplement. Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, generally requires
that securities trades in the secondary market settle in three business days, unless the parties to a trade expressly agree
otherwise. Accordingly, purchasers who wish to trade notes on any date prior to the third business day before delivery will be
required, by virtue of the fact that the notes will settle in five business days, to specify an alternative settlement cycle at the
time of any such trade to prevent a failed settlement. Such purchasers should also consult their own advisors in this regard.

Conflicts of Interest

We own directly or indirectly all the outstanding equity securities of J.P. Morgan Securities Inc. The underwriting
arrangements for this offering comply with the requirements of Rule 2720 of the Conduct Rules of the Financial Industry
Regulatory Authority ("FINRA") regarding a FINRA member firm's underwriting of securities of an affiliate. In accordance
with Rule 2720, J.P. Morgan Securities Inc. may not make sales in this offering to any discretionary account without the prior
approval of the customer.

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