Term sheet
To prospectus dated November 21, 2008,
prospectus supplement dated November 21, 2008 and
product supplement no. 14-A-III dated November 30, 2009

  Term Sheet to
Product Supplement 14-A-III
Registration Statement No. 333-155535
Dated December 1, 2009; Rule 433

     

Structured 
Investments 

     

$
Principal Protected Notes Linked to the S&P 500® Risk Control 10% Excess Return Index due December 31, 2014

General

Key Terms

Index:

The S&P 500® Risk Control 10% Excess Return Index (the “Index”)

Payment at Maturity:

At maturity, you will receive a cash payment, for each $1,000 principal amount note, of $1,000 plus the Additional Amount, which may be zero.

Additional Amount:

The Additional Amount per $1,000 principal amount note paid at maturity will equal $1,000 x the Index Return x the Participation Rate; provided that the Additional Amount will not be less than zero.

Participation Rate:

At least 100%. The actual Participation Rate will be determined on the pricing date and will not be less than 100%.

Index Return:

Ending Index Level – Initial Index Level
                Initial Index Level

Initial Index Level:

The Index closing level on the pricing date, which is expected to be on or about December 22, 2009.

Ending Index Level:

The Index closing level on the Observation Date.

Observation Date:

December 26, 2014*

Maturity Date:

December 31, 2014*

CUSIP:

48124ACZ8

*

Subject 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. 14-A-III.

Investing in the Principal Protected Notes involves a number of risks. See “Risk Factors” beginning on page PS-7 of the accompanying product supplement no. 14-A-III and “Selected Risk Considerations” beginning on page TS-3 of this term sheet.

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. 14-A-III 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.

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 $26.70 per $1,000 principal amount note and may use a portion of that commission to allow selling concessions to other dealers of approximately $2.00 per $1,000 principal amount note. This commission includes the projected profits that our affiliates expect to realize, some of which may be allowed to other dealers, for assuming risks inherent in hedging our obligations under the notes. The other dealers, in their sole discretion, may forego some or all of their selling concessions. The actual commission received by JPMSI may be more or less than $26.70 and will depend on market conditions on the pricing date. In no event will the commission received by JPMSI, which includes concessions and other amounts that may be allowed to other dealers, exceed $60.00 per $1,000 principal amount note. See “Plan of Distribution (Conflicts of Interest)” beginning on page PS-65 of the accompanying product supplement no. 14-A-III.

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.

December 1, 2009


Additional Terms Specific to the Notes

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, and the more detailed information contained in product supplement no. 14-A-III dated November 30, 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. 14-A-III, 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.govas follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):

You may access additional information regarding The S&P 500® Risk Control 10% Excess Return Index in the Strategy Guide at the following URL: http://www.sec.gov/Archives/edgar/data/19617/000095010309002593/risk_control.pdf

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.

S&P 500® Risk Control 10% Excess Return Index

The Index is intended to provide a performance benchmark for the U.S. equity markets while seeking greater stability and a reduction in the overall risk level of the Underlying Index. The Index utilizes the existing S&P 500® methodology, plus an overlying mathematical algorithm designed to control the level of risk of the Underlying Index by establishing a specific volatility target and dynamically adjusting the exposure to the Underlying Index based on its observed historical volatility.

The Index tracks the return of the Underlying Index over and above a short-term money market investment, by calculating the return on an investment in the Underlying Index where the investment was made through the use of borrowed funds. The Index is dynamically adjusted to target a 10% level of volatility. The return of the Index consists of two components: (1) the return on the position in the Underlying Index and (2) the associated borrowing costs of the investment funds, depending upon whether the position is leveraged or deleveraged. For example, if the exposure to the Underlying Index is 80%, the remaining 20% will not accumulate borrowing costs in the Index. If the leverage factor is greater than 100%, the full exposure will be charged borrowing costs, which are deducted from the Index. If the risk level reaches a threshold that is too high, the cash level is increased in order to maintain the target volatility. If the risk level is too low, then the Index will employ leverage to maintain the targeted level of volatility.

As an excess return index, the Index represents an unfunded position in the Underlying Index. The borrowing rate is generally based on the overnight U.S. LIBOR Rate.

For additional information about the Index, see “ S&P 500® Risk Control 10% Excess Return Index” in the accompanying product supplement no. 14-A-III.


JPMorgan Structured Investments —
Principal Protected Notes Linked to the S&P 500® Risk Control 10% Excess Return Index

 TS-1

Selected Purchase Considerations

Selected Risk Considerations

An investment in the notes involves significant risks. Investing in the notes is not equivalent to investing directly in the Index or any of the component securities of the Index. These risks are explained in more detail in the “Risk Factors” section of the accompanying product supplement no. 14-A-III dated November 30, 2009.


JPMorgan Structured Investments —
Principal Protected Notes Linked to the S&P 500® Risk Control 10% Excess Return Index

 TS-2

JPMorgan Structured Investments —
Principal Protected Notes Linked to the S&P 500® Risk Control 10% Excess Return Index

 TS-3

What Is the Total Return on the Notes at Maturity Assuming a Range of Performance for the Index?

The following table illustrates the payment at maturity (including, where relevant, the payment of the Additional Amount) for a $1,000 principal amount note for a hypothetical range of performance for the Index Return from -80% to +80% and assumes a Participation Rate of 100% and an Initial Index Level of 94. The actual Participation Rate will be determined on the pricing date and will not be less than 100%. The following results are based solely on the hypothetical example cited. The hypothetical payments at maturity set forth below are for illustrative purposes only and may not be the actual payments at maturity applicable to a purchaser of the notes. The numbers appearing in the following table and examples have been rounded for ease of analysis.


Ending Index
Level

Index Return

Index Return x
Participation Rate
(100%)

Additional
Amount

 

Principal

 

Payment at Maturity


169.20

80.00%

80.00%

$800.00

+

$1,000.00

=

$1,800.00

159.80

70.00%

70.00%

$700.00

+

$1,000.00

=

$1,700.00

150.40

60.00%

60.00%

$600.00

+

$1,000.00

=

$1,600.00

141.00

50.00%

50.00%

$500.00

+

$1,000.00

=

$1,500.00

131.60

40.00%

40.00%

$400.00

+

$1,000.00

=

$1,400.00

122.20

30.00%

30.00%

$300.00

+

$1,000.00

=

$1,300.00

112.80

20.00%

20.00%

$200.00

+

$1,000.00

=

$1,200.00

108.10

15.00%

15.00%

$150.00

+

$1,000.00

=

$1,150.00

103.40

10.00%

10.00%

$100.00

+

$1,000.00

=

$1,100.00

98.70

5.00%

5.00%

$50.00

+

$1,000.00

=

$1,050.00

94.00

0.00%

0.00%

$0.00

+

$1,000.00

=

$1,000.00

89.30

-5.00%

0.00%

$0.00

+

$1,000.00

=

$1,000.00

84.60

-10.00%

0.00%

$0.00

+

$1,000.00

=

$1,000.00

79.90

-15.00%

0.00%

$0.00

+

$1,000.00

=

$1,000.00

75.20

-20.00%

0.00%

$0.00

+

$1,000.00

=

$1,000.00

65.80

-30.00%

0.00%

$0.00

+

$1,000.00

=

$1,000.00

56.40

-40.00%

0.00%

$0.00

+

$1,000.00

=

$1,000.00

47.00

-50.00%

0.00%

$0.00

+

$1,000.00

=

$1,000.00

37.60

-60.00%

0.00%

$0.00

+

$1,000.00

=

$1,000.00

28.20

-70.00%

0.00%

$0.00

+

$1,000.00

=

$1,000.00

18.80

-80.00%

0.00%

$0.00

+

$1,000.00

=

$1,000.00


Hypothetical Examples of Amounts Payable At Maturity

The following examples illustrate how the total returns set forth in the table above calculated.

Example 1: The level of the Index increases from the Initial Index Level of 94 to an Ending Index Level of 112.80. Because the Ending Index Level of 112.80 is greater than the Initial Index Level of 94, the Additional Amount is equal to $200 and the final payment at maturity is equal to $1,200 per $1,000 principal amount note, calculated as follows:

$1,000 + ($1,000 x [(112.80-94)/94] x 100%) = $1,200

Example 2: The level of the Index decreases from the Initial Index Level of 94 to an Ending Index Level of 75.20. Because the Ending Index Level of 75.20 is lower than the Initial Index Level of 94, the final payment per $1,000 principal amount note at maturity is the principal amount of $1,000.

Example 3: The level of the Index increases from the Initial Index Level of 94 to an Ending Index Level of 103.40. Because the Ending Index Level of 103.40 is greater than the Initial Index Level of 94, the Additional Amount is equal to $100 and the final payment at maturity is equal to $1,100 per $1,000 principal amount note, calculated as follows:

$1,000 + ($1,000 x [(103.40-94)/94] x 100%) = $1,100


JPMorgan Structured Investments —
Principal Protected Notes Linked to the S&P 500® Risk Control 10% Excess Return Index

 TS-4

The following graph demonstrates the hypothetical total return on the notes at maturity for the Index Returns detailed in the table above (-30% to 40%). The numbers appearing in the graph have been rounded for ease of analysis. We cannot give you assurance that the performance of the Index will result in the payment at maturity in excess of $1,000 per $1,000 note.

Historical Information

The following graph sets forth the weekly hypothetical performance of the S&P 500® Risk Control 10% Excess Return Index from January 2, 2004 through May 8, 2009 and the actual historical performance of the S&P 500® Risk Control 10% Excess Return Index from May 15, 2009 to November 27, 2009. The closing level of the S&P 500® Risk Control 10% Excess Return Index on November 30, 2009 was 94.537. The price source for determining the Ending Index Level will be the Bloomberg page “SPXT10UE” or any successor page.

We obtained the various Index closing levels and other information below from Bloomberg and, accordingly, make no representation or warranty as to the accuracy or completeness of the information obtained from Bloomberg. The hypothetical and actual historical Index performance should not be taken as an indication of future performance, and no assurance can be given as to the level of the Index on the Observation Date. We cannot give you assurance that the performance of the Index will result in a payment at maturity of more than the principal amount of your notes.

The data for the hypothetical back-tested performance of the S&P 500® Risk Control 10% Excess Return Index set forth in the following graph was calculated on materially the same basis on which the closing levels and performance of the S&P 500® Risk Control 10% Excess Return Index are now calculated, but does not represent the actual historical performance of the S&P 500® Risk Control 10% Excess Return Index.


JPMorgan Structured Investments —
Principal Protected Notes Linked to the S&P 500® Risk Control 10% Excess Return Index

 TS-5

The hypothetical historical levels on the previous page have not been verified by an independent third party. The back-tested, hypothetical 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. No representation is made that the investment in the notes will or is likely to achieve returns similar to those shown. Alternative modeling techniques or assumptions might produce significantly different results and prove to be more appropriate. Hypothetical back-tested results are neither an indicator nor guarantee of future returns. Actual results will vary, perhaps materially, from this analysis.

The hypothetical performance data set forth on the previous page represents a simulation of past performance, which is not a guarantee of future results.


JPMorgan Structured Investments —
Principal Protected Notes Linked to the S&P 500® Risk Control 10% Excess Return Index

 TS-6