Index or Basket-Linked Certificates of Deposit JPMorgan Chase Bank, N.A.

[Pages:70]DISCLOSURE STATEMENT

Index or Basket-Linked Certificates of Deposit JPMorgan Chase Bank, N.A.

270 Park Avenue, New York, New York 10017 (212) 270-6000

We, JPMorgan Chase Bank, N.A. (the "Bank"), are offering our certificates of deposit ("CDs") from time to time. We describe the terms that will generally apply to these CDs in this disclosure statement. We will describe the specific terms of any particular CDs we are offering in a separate term sheet or disclosure supplement. We refer to such term sheets and disclosure supplements generally in this disclosure statement as term sheets. If the terms described in the relevant term sheet are inconsistent with those described herein, the terms described in the relevant term sheet will control.

The following terms may apply to particular CDs we may offer: REDEMPTION: The CDs may be callable by us, redeemable (early withdrawal) by you, or both.

PAYMENTS: Interest on the CDs may be linked to the value of a stock market measure or measures including, without limitation, the value of a single stock market index, the value of a basket of stock market indices or any combination of the foregoing measures.

OTHER TERMS: As specified under "Description of the CDs" and in the attached term sheet.

Investing in the CDs involves risks, including the risk that you will receive no more than the full principal amount of your CDs at maturity. See the section entitled "Risk Factors" on page S-6.

The CDs will be obligations of JPMorgan Chase Bank, N.A. only, and not obligations of your broker or any affiliate of JPMorgan Chase Bank, N.A., including J.P. Morgan Securities Inc., JPMorgan Investment Management Inc. or J.P. Morgan Chase & Co.

The principal amount of the CDs is insured by the Federal Deposit Insurance Corporation (the "FDIC") within the limits and to the extent described in this disclosure statement (currently $250,000 for all accounts held by a depositor in the same ownership capacity with JPMorgan Chase Bank, N.A. and per participant for certain retirement accounts as described in the section entitled "Deposit Insurance" in this disclosure statement). A depositor purchasing a principal amount of CDs that is in excess of $250,000, or which, together with other deposits that it maintains at JPMorgan Chase Bank, N.A. in the same ownership capacity, is in excess of such limit should not rely on the availability of deposit insurance with respect to such excess. In addition, the FDIC has taken the position that the Interest, if any, based upon the performance of one or more indices, paid by a depositor above the principal amount of the CDs are not insured by the FDIC. The extent of, and limitations on, federal deposit insurance are discussed below in the sections headed "Deposit Insurance" below.

The CDs may be offered through our affiliate, J.P. Morgan Securities Inc. and other broker-dealers, each of which may use this disclosure statement and an accompanying term sheet in connection with the offers and sales of the CDs after the date hereof. J.P. Morgan Securities Inc. may act as principal or agent in those transactions.

June 15, 2009

JPMorgan

DESCRIPTION OF THE CDS

General

At maturity, the CDs will pay the principal amount plus an interest payment, if any (the "Interest "), which, unless otherwise provided in the relevant term sheet, will be related to the change in the value of a stock market measure or measures including, without limitation, the value of a single stock market index, the value of a basket of stock market indices (a "Basket") or any combination of the foregoing measures (each, an "Index" and together, the "Indices," or, if included in a Basket, a "Basket Index" and together, the "Basket Indices") over the term of the CDs. The Bank will be obligated to repay the principal amount plus the minimum Interest, if any, of the CDs at maturity regardless of any changes in the Index or the Basket, as applicable. The Interest, if any, will be paid at the stated Maturity Date (as defined below) of the CDs, together with the principal amount of the CDs, unless otherwise described in the relevant term sheet. Other terms relating to particular CDs we may offer, including any special tax considerations, will be described in the relevant term sheet.

On the stated Maturity Date, which will be at least one year and a day from the date of settlement, you will receive the principal amount of your CD plus the Interest, if any. There will be no other payments, including payments of interest, periodic or otherwise prior to the Maturity Date.

Unless otherwise specified in the relevant term sheet, the CDs will be denominated in U.S. dollars in denominations of $1,000. The deposit amount for the CDs is $1,000 and then in additional increments of $1,000. CDs are insured only within the limits and to the extent described herein under the section entitled "Deposit Insurance."

You should compare the features of the CDs to other available investments before deciding to purchase a CD. Due to the uncertainty as to whether the CDs will earn the Interest prior to the stated Maturity Date, the returns received with respect to the CDs may be higher or lower than the returns available on other deposits available at the Bank or through your brokers. It is suggested that you reach an investment decision only after carefully considering the suitability of an investment in the CDs in light of your particular circumstances.

Payment at Maturity

The Maturity Date for the CDs will be set forth in the relevant term sheet and is subject to adjustment if such day is not a Business Day (as defined below) or if the final Valuation Date (as defined below) is postponed as described below. We will specify, in each case if applicable, the Participation Rate (as defined below), minimum Interest, maximum Interest and any other applicable payment terms in the relevant term sheet.

The return on the CDs will be linked to the performance during the life of the CDs of a single index or a weighted Basket of Indices consisting of one or more of the indices described herein, the Nikkei 225 Index, the S&P 500? Index, the Dow Jones EURO STOXX 50? Index, the FTSETM 100 Index, the Russell 1000? Index, the Russell 2000? Index, the NASDAQ 100 Index?, the Dow Jones U.S. Select Dividend Price Return Index ("DJDUP") or the Swiss Market Index ("SMI"). Unlike ordinary bank deposits, the CDs do not pay interest at regular periods. Instead, at maturity you will receive a cash payment for each $1,000 CD of $1,000 plus the Interest, if any.

The "Interest " will depend on the Index Return or Basket Return, as the case may be, and the specific terms of the CDs as set forth in the relevant term sheet. Unless otherwise specified in the term sheet, the Interest paid at maturity per $1,000 CD will equal $1,000 x Index Return (or Basket Return, as the case may be) x Participation Rate, provided the Interest will not be less than zero or the minimum Interest, if applicable, or greater than the maximum Interest, if applicable.

The "minimum Interest" or the "maximum Interest," if applicable, will be a fixed dollar amount per $1,000 principal amount CD and will be specified in the relevant term sheet.

The closing levels of the Index used to determine the Index Return or Basket Return, as the case may be, will be calculated on a single date or on several dates, each of which we refer to as a "Valuation Date" herein. The

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Valuation Date may be referred to as the "Observation Date" for a single date or referred to as an "Averaging Date" for each of several dates, as specified in the relevant term sheet, and is subject to postponement in the event of a market disruption event as described below.

The "Participation Rate" will be a percentage, which may be more or less than 100%, as specified in the relevant term sheet. If the participation rate is less than 100% you will participate in less than full change in value of the underlying index or indices. If the participation rate is greater than 100% you will participate in the change in value of the underlying index or indices on a leveraged basis.

The "Index Return," unless otherwise set forth in the relevant term sheet, is calculated as follows:

Ending Index Level (or Average Index Level) ? Starting Index Level Starting Index Level

The "Starting Index Level" will be set to equal the closing level of the Index on the pricing date or such other value as specified in the relevant term sheet.

The "Ending Index Level" will be the closing level of the Index on the Valuation Date. The "Average Index Level" will be the arithmetic average of the closing levels of the Index on each of the Averaging Dates if more than one Valuation Date is specified in the relevant term sheet. We refer to the Ending Index Level and the Average Index Level generally in this disclosure statement as the Ending Index Level.

For CDs linked to the value of a Basket composed of more than one Index, the Payment at maturity will be as set forth above except that:

The "Basket Return," unless otherwise set forth in the relevant term sheet, is calculated as follows:

Ending Basket Level (or Average Basket Level) ? Starting Basket Level Starting Basket Level

The "Starting Basket Level" will be set to equal 100 on the pricing date or such other value as specified in the relevant term sheet.

The "Ending Basket Level" will be the Basket Closing Level on the Valuation Date. The "Average Basket Level" will be the arithmetic average of the Basket Closing Levels on each of the Averaging Dates if more than one Valuation Date is specified in the relevant term sheet. We refer to the Ending Basket Level and the Average Basket Level generally in this disclosure statement as the Ending Basket Level.

The "Basket Closing Level" will be the combined return of each of the Basket Indices, weighted according to their respective weights in the Basket, as set forth in the relevant term sheet. For example, for an equally weighted basket including the nine indices specified below, the Basket Closing Level would be calculated as follows:

100 x [1 + (FTSE Return + Nikkei Return + EURO STOXX Return + S&P Return + Russell 1000? Return + Russell 2000? Return + NASDAQ 100 Return + DJDUP Return + SMI Return) / 9],

where the FTSE Return, Nikkei Return, EURO STOXX Return, S&P Return, Russell 1000? Return, Russell 2000? Return, NASDAQ 100 Return, DJDUP Return and SMI Return are the performance of the respective Basket Indices, expressed as a percentage, from the respective Index closing level on the pricing date to the respective Index closing level on the Observation Date (or the respective Index closing level on the relevant Averaging Date if more than one Valuation Date is specified in the relevant term sheet) or such other date or dates specified in the relevant term sheet.

The "S&P Return" is calculated as follows, unless otherwise specified in the relevant term sheet:

S&P Return =

S&P Ending Level ? S&P Starting Level S&P Starting Level

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where the "S&P Starting Level" is the closing level of the S&P 500? Index on the pricing date and the "S&P Ending Level" is the closing level of the S&P 500? Index on the Observation Date (or the relevant Averaging Date if more than one Valuation Date is specified in the relevant term sheet) or on any Trading Day specified in the relevant term sheet.

The "Nikkei Return" is calculated as follows, unless otherwise specified in the relevant term sheet:

Nikkei Return =

Nikkei Ending Level ? Nikkei Starting Level Nikkei Starting Level

where the "Nikkei Starting Level" is the closing level of the Nikkei 225 Index on the pricing date and the "Nikkei Ending Level" is the closing level of the Nikkei 225 Index on the Observation Date (or the relevant Averaging Date if more than one Valuation Date is specified in the relevant term sheet) or on any Trading Day specified in the relevant term sheet.

The "EURO STOXX Return" is calculated as follows, unless otherwise specified in the relevant term sheet:

EURO STOXX Return =

EURO STOXX Ending Level ? EURO STOXX Starting Level EURO STOXX Starting Level

where the "EURO STOXX Starting Level" is the closing level of the Dow Jones EURO STOXX 50? Index on the pricing date and the "EURO STOXX Ending Level" is the closing level of the Dow Jones EURO STOXX 50? Index on the Observation Date (or the relevant Averaging Date if more than one Valuation Date is specified in the relevant term sheet) or on any Trading Day specified in the relevant term sheet.

The "FTSE Return" is calculated as follows, unless otherwise specified in the relevant term sheet:

FTSE Return =

FTSE Ending Level ? FTSE Starting Level FTSE Starting Level

where the "FTSE Starting Level" is the closing level of the FTSETM 100 Index on the pricing date and the "FTSE Ending Level" is the closing level of the FTSETM 100 Index on the Observation Date (or the relevant Averaging Date if more than one Valuation Date is specified in the relevant term sheet) or on any Trading Day specified in the relevant term sheet.

The "Russell 1000? Return" is calculated as follows, unless otherwise specified in the relevant term sheet:

Russell 1000? Return =

Russell 1000? Ending Level ? Russell 1000? Starting Level Russell 1000? Starting Level

where the "Russell 1000? Starting Level" is the closing level of the Russell 1000? Index on the pricing date and the "Russell 1000? Ending Level" is the closing level of the Russell 1000? Index on the Observation Date (or the relevant Averaging Date if more than one Valuation Date is specified in the relevant term sheet) or on any Trading Day specified in the relevant term sheet.

The "Russell 2000? Return" is calculated as follows, unless otherwise specified in the relevant term sheet:

Russell 2000? Return =

Russell 2000? Ending Level ? Russell 2000? Starting Level Russell 2000? Starting Level

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where the "Russell 2000? Starting Level" is the closing level of the Russell 2000? Index on the pricing date and the "Russell 2000? Ending Level" is the closing level of the Russell 2000? Index on the Observation Date (or the relevant Averaging Date if more than one Valuation Date is specified in the relevant term sheet) or on any Trading Day specified in the relevant term sheet.

The "NASDAQ 100 Return" is calculated as follows, unless otherwise specified in the relevant term sheet:

NASDAQ 100 Return =

NASDAQ 100 Ending Level ? NASDAQ 100 Starting Level NASDAQ 100 Starting Level

where the "NASDAQ 100 Starting Level" is the closing level of the NASDAQ 100 Index? on the pricing date and the "NASDAQ 100 Ending Level" is the closing level of the NASDAQ 100 Index? on the Observation Date (or the relevant Averaging Date if more than one Valuation Date is specified in the relevant term sheet) or on any Trading Day specified in the relevant term sheet.

The "DJDUP Return" is calculated as follows, unless otherwise specified in the relevant term sheet:

DJDUP Return =

DJDUP Ending Level ? DJDUP Starting Level DJDUP Starting Level

where the "DJDUP Starting Level" is the closing level of the DJDUP Index on the pricing date and the "DJDUP Ending Level" is the closing level of the DJDUP Index on the Observation Date (or the relevant Averaging Date if more than one Valuation Date is specified in the relevant term sheet) or on any Trading Day specified in the relevant term sheet.

The "SMI Return" is calculated as follows, unless otherwise specified in the relevant term sheet:

SMI Return =

SMI Ending Level ? SMI Starting Level SMI Starting Level

where the "SMI Starting Level" is the closing level of the SMI on the pricing date and the "SMI Ending Level" is the closing level of the SMI on the Observation Date (or the relevant Averaging Date if more than one Valuation Date is specified in the relevant term sheet) or on any Trading Day specified in the relevant term sheet.

For all CDs, with respect to each Index, as applicable, the "closing level" of an Index on any Trading Day (as defined below) will equal the official closing level of such Index or any Successor Index thereto (as described below) published following the regular official weekday close of trading for such Index on that Trading Day. In certain circumstances, the "closing level" for an Index will be based on the alternate calculation for the relevant Index as described under "Discontinuation of the Index; Alteration of Method of Calculation."

With respect to each Index, a "Trading Day" is, unless otherwise specified in the relevant term sheet, a day, as determined by the calculation agent, on which trading is generally conducted on (i) the Relevant Exchanges (as defined below) for securities underlying such Index or the relevant Successor Index and (ii) the exchanges on which futures or options contracts related to such Index or the relevant Successor Index are traded, other than a day on which trading on such Relevant Exchange or exchange on which such futures or options contracts are traded is scheduled to close prior to its regular weekday closing time.

If a Valuation Date is not a Trading Day or if there is a market disruption event occurs on such Valuation Date, the Ending Index Level or Ending Basket Level, as the case may be, will be determined on the immediately succeeding Trading Day on which no market disruption event occurs. The final Valuation Date will be the third scheduled Trading Day prior to the Maturity Date, unless the calculation agent determines that a market disruption event occurred or is continuing on that day. In that event the final Valuation Date will be the first succeeding Trading Day on which the calculation agent determines that a market disruption event has not occurred and is not continuing. In no event, however, shall the final Valuation Date be postponed more than ten business days. If the

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final Valuation Date has been postponed ten business days and the business day immediately succeeding such tenth business day is not a Trading Day, or if there is a market disruption event on such succeeding business day, the calculation agent will determine the Ending Index Level or Ending Basket Level, as the case may be, on such succeeding business day in accordance with the formula for and method of calculating the Ending Index Level or Ending Basket Level, as the case may be, last in effect prior to commencement of the market disruption event (or prior to the non-Trading Day), using the closing level (or, if trading in the relevant securities has been materially suspended or materially limited, its good faith estimate of the closing level that would have prevailed but for such suspension or limitation or non-Trading Day) on such business day immediately succeeding such tenth business day of each security most recently constituting the Index or the Basket, as applicable.

The "Maturity Date" will be specified in the relevant term sheet. If the scheduled Maturity Date (as specified in the relevant term sheet) is not a business day, then the Maturity Date will be the next succeeding business day following such scheduled Maturity Date. If, due to a market disruption event or otherwise, the final Valuation Date is postponed so that it falls less than three business days prior to the scheduled Maturity Date, the Maturity Date will be the third business day following that final Valuation Date, as postponed, unless otherwise specified in the relevant term sheet. We describe market disruption events under "General Terms of the CD--Market Disruption Events."

The "Relevant Exchange" means, with respect to an Index or the relevant successor index, the primary exchange or market of trading for any security (or any combination thereof) then included in an Index, or successor index, as applicable.

A "business day" is, unless otherwise specified in the relevant term sheet any day other than a day on which banking institutions in The City of New York are authorized or required by law, regulation or executive order to close or a day on which transactions in dollars are not conducted.

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RISK FACTORS

The CDs differ from conventional certificates of deposit.

The terms of the CDs differ from those of conventional certificates of deposit in that we will not pay regular interest, and the Interest on the CDs will depend on the performance of the specific market measure, which may be zero. The return at maturity of only the principal amount plus the minimum Interest, if any, of each CD will not compensate you for any loss in value due to inflation and other factors relating to the value of money over time.

At maturity, the CDs may not pay more than the principal amount plus the minimum Interest, if any, per $1,000 CD.

For CDs where the Interest is based on a single Index, if the Ending Index Level is less than or equal to the Starting Index Level, you will receive only your $1,000 deposit plus the minimum Interest, if any, for each $1,000 CD you hold at maturity. This will be true even if the value of the Index was higher than the Starting Index Level at some time during the life of the CDs but later falls below the Starting Index Level. For CDs where the Interest is calculated based on a Basket of two or more Indices, if the Ending Basket Level is less than or equal to the Starting Basket Level, you will receive only your $1,000 deposit plus the minimum Interest, if any, for each $1,000 CD you hold at maturity. This will be true even if the value of the Basket was higher than the Starting Basket Level at some time during the life of the CDs but later falls below the Starting Basket Level.

The CDs may be subject to the credit risk of JPMorgan Chase Bank, N.A.

A depositor purchasing a principal amount of CDs in excess of FDIC insurance limits will be subject to the credit risk of JPMorgan Chase Bank, N.A. and our credit ratings and credit spreads may adversely affect the market value of the CDs. Investors are dependent on JPMorgan Chase Bank, N.A.'s ability to pay amounts due on the CDs in excess of FDIC insurance limits at maturity or on any other relevant payment dates, and therefore investors are subject to our credit risk and to changes in the market's view of our creditworthiness. Any decline in our credit ratings or increase in the credit spreads charged by the market for taking our credit risk is likely to adversely affect the value of the CDs. For more information, see "Deposit Insurance" in this disclosure statement.

Considerations Relating to CDs Sold in a Secondary Market Maintained by J.P. Morgan Securities Inc.

If your CD is sold prior to maturity in a secondary market maintained by J.P. Morgan Securities Inc., additional considerations will apply to the price you would receive for your CD. J.P. Morgan Securities Inc.'s commission, commissions of its affiliates and the cost of hedging our obligations under the CDs through one or more of our affiliates are factors that are likely to adversely affect the pricing in such secondary market. Such hedging costs include our affiliates' expected cost of providing the hedge, as well as the profit our affiliates expect to realize in consideration for assuming the risks inherent in providing the hedge. As a result, and as a general matter, assuming no change in market conditions or any other relevant factors, the price, if any, at which J.P. Morgan Securities Inc. will be willing to purchase CDs from you in secondary market transactions, if at all, will likely be lower than the amount you deposited with us. This secondary market price will also be affected by a number of factors other than the commission of J.P. Morgan Securities Inc. and hedging costs, including those set forth above under "The value of the CDs in the secondary market, if any, will be influenced by many unpredictable factors." In addition, as a result of such compensation or other transaction costs, any such secondary market prices may differ from values determined by pricing models used by J.P. Morgan Securities Inc.

The Interest will be limited by the maximum Interest, if applicable.

If the CDs have a maximum Interest, the Interest is limited to the fixed dollar amount per $1,000 CD specified in the relevant term sheet as the maximum Interest. The Interest will equal no more than the maximum Interest. Accordingly, the Interest will be limited to the maximum Interest even if the Interest calculated with reference to the Index Return or Basket Return, as the case may be, and Participation Rate would otherwise be greater than the maximum Interest.

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The Ending Index Level or Ending Basket Level may be less than the closing levels of the Index or the Basket, as applicable, at various other times during the term of the CDs.

Because the Ending Index Level used to calculate the Index Return or, for CDs where the Interest is based on a Basket of two or more Indices, the Ending Basket Level used to calculated the Basket Return will equal either (i) the closing level of the Index or the Basket Closing Level on the Valuation Date, which is a single Trading Day near the end of the term of the CDs or (ii) the arithmetic average of the closing level of the Index or the Basket Closing Levels on a specified number of Valuation Dates throughout the term of the CDs, the level of the Index or the Basket, as applicable, at the Maturity Date or at various other times during the term of the CDs, including other dates near the Valuation Dates, could be higher than the Ending Index Level or Ending Basket Level. This difference could be particularly large for single Valuation Dates, if there is a significant increase in the level of the Index or the Basket Indices after the final Valuation Date, if there is a significant decrease in the level of the Index or the Basket Indices during the latter portion of the term of the CDs or if there is significant volatility in the closing levels of the Index or the Basket Indices during the term of the CDs.

On the other hand, for CDs with periodic Averaging Dates during the term of the CDs the difference between the level of the Index or Basket at maturity or at other times during the term of the CDs could be particularly large, as compared to the level on each Valuation Date if there is a significant increase in the level of the Index or Basket during the latter portion of the term of the CDs or there is significant volatility in the closing levels of the Index or Basket during the term of the CDs.

For example, if CDs have periodic Averaging Dates during the term of the CDs and the closing level of the Index or the Basket initially declines or remains relatively constant and then significantly increases above the Starting Index Level or Starting Basket Level, as the case may be, in the year prior to maturity, the Average Index Level or Average Basket Level, as the case may be, will be significantly lower than the actual closing level of the Index or the Basket at maturity. This is because the Average Index Level or Average Basket Level, as the case may be, will be based on the closing levels of the Index or the Basket on each of the periodic Averaging Dates. Similarly, if the Index or Basket Closing Level steadily increases during the term of the CDs and then steadily decreases back to its starting level by maturity, the Average Index Level or Average Basket Level, as the case may be, will be significantly less than the Index or Basket Closing Level at its peak. A high closing level on one or more Valuation Dates including the final Valuation Date, may be substantially or entirely offset by a low closing level on one or more other Valuation Dates.

Similarly, if the CDs have only one Observation Date towards the end of the term and the closing level of the Index or the Basket increases during the first part of the term and then decreases back to the Starting Index Level or Starting Basket Level, as the case may be, by maturity, the Ending Index Level or Ending Basket Level, as the case may be, will be significantly less than the closing level of the Index or the Basket, as applicable, at its peak.

Under either of these circumstances, you may receive a lower payment at maturity than you would have received if you had invested in the Index or the Basket Indices, as applicable, component stocks of the Index or the Basket Indices or contracts related to the Index or Basket Indices for which there is an active secondary market.

The Basket Indices may not be equally weighted.

Unless otherwise specified in the relevant term sheet, your CD may be linked to a Basket composed of two to six indices, each of which may have a different weight in determining the value of the Basket, depending on the Index weightings specified in the relevant term sheet. For example, for a Basket composed of four Indices, the relevant term sheet may specify that the Nikkei weighting, the FTSE weighting, the S&P weighting, and the EURO STOXX weighting are 18%, 20%, 33%, and 29%, respectively. One consequence of such an unequal weighting of the Basket Indices is that the same percentage change in two of the Basket Indices may have a different effect on the Basket Closing Level. For example, if the S&P weighting is greater than the Nikkei weighting, a 5% decrease in the S&P Index will have a greater effect on the Basket Closing Level than a 5% decrease in the Nikkei Index.

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