Term Sheet
To prospectus dated November 21, 2008,
prospectus supplement dated November 21, 2008 and
product supplement no. 182-A-I dated February 4, 2010

  Term Sheet to
Product Supplement No. 182-A-I
Registration Statement No. 333-155535
Dated April 12, 2010; Rule 433

     

Structured 
Investments 

     

$
Capped Index Fund Single Observation Knock-Out Notes Linked to the iShares® MSCI Emerging Markets Index Fund due April 18, 2013

General

Key Terms

Index Fund:

The iShares® MSCI Emerging Markets Index Fund (the “Index Fund”)

Knock-Out Event:

A Knock-Out Event occurs if the closing price of one share of the Index Fund on the Observation Date (i.e. the Final Share Price) has decreased, as compared to the Initial Share Price, by more than the Knock-Out Buffer Amount.

Knock-Out Buffer Amount:

20%

Payment at Maturity:

If a Knock-Out Event has occurred, you will receive a cash payment at maturity that will reflect the performance of the Index Fund on the Observation Date. Under these circumstances, your payment at maturity per $1,000 principal amount note will be calculated as follows:

 

$1,000 + ($1,000 x Share Return)

 

 

If a Knock-Out Event has occurred, you will lose some or all of your investment at maturity.

 

If a Knock-Out Event has not occurred, you will receive a cash payment at maturity that will reflect the performance of the Index Fund, subject to the Contingent Minimum Return and the Maximum Return. If a Knock-Out Event has not occurred, your payment at maturity per $1,000 principal amount note will equal $1,000 plus the product of (a) $1,000 and (b) the greater of (i) the Contingent Minimum Return and (ii) the Share Return, subject to the Maximum Return. For additional clarification, please see “What Is the Total Return on the Notes at Maturity Assuming a Range of Performances for the Index Fund?” in this term sheet.

Maximum Return:

At least 90%. The actual Maximum Return and the actual maximum payment at maturity will be set on the pricing date and will not be less than 90% and $1,900 per $1,000 principal amount note, respectively.

Contingent Minimum Return:

At least 15%. The actual Contingent Minimum Return will be determined on the pricing date and will not be less than 15%.

Monitoring Day:

The Observation Date

Share Return:

Final Share Price – Initial Share Price
             Initial Share Price

Initial Share Price:

The closing price of one share of the Index Fund on the pricing date, divided by the Share Adjustment Factor

Final Share Price:

The closing price of one share of the Index Fund on the Observation Date

Share Adjustment Factor:

Set initially at 1.0 on the pricing date and subject to adjustment under certain circumstances. See “Description of Notes — Payment at Maturity” and “General Terms of Notes — Anti-Dilution Adjustments” in the accompanying product supplement no. 182-A-I for further information.

Observation Date:

April 15, 2013

Maturity Date:

April 18, 2013

CUSIP:

48124AMK0

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. 182-A-I.

Investing in the Capped Index Fund Single Observation Knock-Out Notes involves a number of risks. See “Risk Factors” beginning on page PS-6 of the accompanying product supplement no. 182-A-I and “Selected Risk Considerations” beginning on page TS-2 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 $16.00 per $1,000 principal amount note and would use a portion of that commission to allow selling concessions to other dealers of approximately $1.00 per $1,000 principal amount note. The actual commission received by JPMSI may be more or less than $16.00 and will depend on market conditions on the pricing date. In no event will the commission received by JPMSI, which includes concessions to be allowed to other dealers, exceed $17.50 per $1,000 principal amount note. See “Use of Proceeds” beginning on page PS-19 of the accompanying product supplement no. 182-A-I, as supplemented by “Supplemental Use of Proceeds” in this term sheet, and “Plan of Distribution” beginning on page PS-56 of the accompanying product supplement no. 182-A-I.

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

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.

April 12, 2010


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. 182-A-I 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, and the more detailed information contained in product supplement no. 182-A-I dated February 4, 2010. 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. 182-A-I, 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.

Selected Purchase Considerations


JPMorgan Structured Investments —
Capped Index Fund Single Observation Knock-Out Notes Linked to of the iShares® MSCI Brazil Index Fund

 TS-1

The notice focuses in particular on whether to require holders of these instruments to accrue income over the term of their investment. It also asks for comments on a number of related topics, including the character of income or loss with respect to these instruments; the relevance of factors such as the nature of the underlying property to which the instruments are linked; the degree, if any, to which income (including any mandated accruals) realized by Non-U.S. Holders should be subject to withholding tax; and whether these instruments are or should be subject to the “constructive ownership” regime described above. While the notice requests comments on appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the notes, possibly with retroactive effect. Both U.S. and Non-U.S. Holders should consult their tax advisers regarding the U.S. federal income tax consequences of an investment in the notes, including the potential application of the constructive ownership rules, possible alternative treatments and the issues presented by this notice. Non-U.S. Holders should also note that they may be withheld upon at a rate of up to 30% unless they have submitted a properly completed IRS Form W-8BEN or otherwise satisfied the applicable documentation requirements.

The discussion in the preceding paragraph, when read in combination with the section entitled “Certain U.S. Federal Income Tax Consequences” in the accompanying product supplement, constitutes the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal income tax consequences of owning and disposing of notes.

Selected Risk Considerations

An investment in the notes involves significant risks. Investing in the notes is not equivalent to investing directly in the Index Fund, the Underlying Index or any of the component securities of the Index Fund or the Underlying Index. These risks are explained in more detail in the “Risk Factors” section of the accompanying product supplement no. 182-A-I dated February 4, 2010.


JPMorgan Structured Investments —
Capped Index Fund Single Observation Knock-Out Notes Linked to the iShares® MSCI Brazil Index Fund

 TS-2

JPMorgan Structured Investments —
Capped Index Fund Single Observation Knock-Out Notes Linked to the iShares® MSCI Brazil Index Fund

 TS-3

JPMorgan Structured Investments —
Capped Index Fund Single Observation Knock-Out Notes Linked to the iShares® MSCI Brazil Index Fund

 TS-4

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

The following table illustrates the hypothetical total return at maturity on the notes. The “total return” as used in this term sheet is the number, expressed as a percentage, that results from comparing the payment at maturity per $1,000 principal amount note to $1,000. The hypothetical total returns set forth below assume an Initial Share Price of $44.00, a Contingent Minimum Return of 15% and a Maximum Return of 90%. The hypothetical total returns set forth below are for illustrative purposes only and may not be the actual total returns applicable to a purchaser of the notes. The numbers appearing in the following table and examples have been rounded for ease of analysis.


 

 

Total Return

   

Final Share
Price

Share Return

Knock Out Event
Has Not Occurred(1)

Knock Out Event
Has Occurred(2)


88.00

100.00%

90.00%

N/A

83.60

90.00%

90.00%

N/A

79.20

80.00%

80.00%

N/A

72.60

65.00%

65.00%

N/A

66.00

50.00%

50.00%

N/A

61.60

40.00%

40.00%

N/A

57.20

30.00%

30.00%

N/A

55.00

25.00%

25.00%

N/A

52.80

20.00%

20.00%

N/A

50.60

15.00%

15.00%

N/A

48.40

10.00%

15.00%

N/A

46.20

5.00%

15.00%

N/A

45.10

2.50%

15.00%

N/A

44.00

0.00%

15.00%

N/A

41.80

-5.00%

15.00%

N/A

39.60

-10.00%

15.00%

N/A

37.40

-15.00%

15.00%

N/A

35.20

-20.00%

15.00%

N/A

30.80

-30.00%

N/A

-30.00%

26.40

-40.00%

N/A

-40.00%

22.00

-50.00%

N/A

-50.00%

17.60

-60.00%

N/A

-60.00%

13.20

-70.00%

N/A

-70.00%

8.80

-80.00%

N/A

-80.00%

4.40

-90.00%

N/A

-90.00%

0.00

-100.00%

N/A

-100.00%


(1) The Final Share Price has not declined, as compared to the Initial Share Price, by more than 20%.

(2) The Final Share Price has declined, as compared to the Initial Share Price, by more than 20%.


JPMorgan Structured Investments —
Capped Index Fund Single Observation Knock-Out Notes Linked to the iShares® MSCI Brazil Index Fund

 TS-5

Hypothetical Examples of Amounts Payable at Maturity

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

Example 1: The closing price of one share of the Index Fund increases from the Initial Share Price of $44.00 to a Final Share Price of $45.10. Because a Knock-Out Event has not occurred and the Share Return of 2.50% is less than the Contingent Minimum Return of 15%, the investor receives a payment at maturity of $1,150.00 per $1,000 principal amount note.

Example 2: The closing price of one share of the Index Fund decreases from the Initial Share Price of $44.00 to a Final Share Price of $37.40. Because the Initial Share Price of $37.40 is not less than the Initial Share Price of $44.00 by more than the Knock-Out Buffer Amount of 20.00%, a Knock-Out Event has not occurred. Because the Share Return of -15% is less than the Contingent Minimum Return of 15%, the investor receives a payment at maturity of $1,150.00 per $1,000 principal amount note.

Example 3: The closing price of one share of the Index Fund increases from the Initial Share Price of $44.00 to a Final Share Price of $55.00. Because a Knock-Out Event has not occurred and the Share Return of 25% is greater than the Contingent Minimum Return of 15% but less than the Maximum Return of 90%, the investor receives a payment at maturity of $1,250 per $1,000 principal amount note, calculated as follows:

$1,000 + ($1,000 x 25%) = $1,250

Example 4: The closing price of one share of the Index Fund decreases from the Initial Share Price of $44.00 to a Final Share Price of $22.00. Because the Final Share Price of $22.00 is less than the Initial Share Price of $44.00 by more than the Knock-Out Buffer Amount of 20.00%, a Knock-Out Event has occurred. Because the Share Return is -50%, the investor receives a payment at maturity of $500 per $1,000 principal amount note, calculated as follows:

$1,000 + ($1,000 x -50%) = $500

Example 5: The closing price of one share of the Index Fund increases from the Initial Share Price of $44.00 to a Final Share Price of $88.00. Because the Share Return of 100% is greater than the Maximum Return of 90%, the investor receives a payment at maturity of $1,900 per $1,000 principal amount note, the maximum payment on the notes.


JPMorgan Structured Investments —
Capped Index Fund Single Observation Knock-Out Notes Linked to the iShares® MSCI Brazil Index Fund

 TS-6

Historical Information

The following graph sets forth the historical performance of the iShares® MSCI Emerging Markets Index Fund based on the weekly historical closing price of one share of the Index Fund from January 7, 2005 through April 9, 2010. The closing price of one share of the Index Fund on April 9, 2010 was $43.83. We obtained the closing prices of one share of the Index Fund 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 historical prices set forth in the graph below have been adjusted for 3-for-1 stock splits that were paid on June 8, 2005 and July 24, 2008. The historical prices of one share of the Index Fund should not be taken as an indication of future performance, and no assurance can be given as to the closing price of one share of the Index Fund on the Observation Date. We cannot give you assurance that the performance of the Index Fund will result in the return of any of your initial investment.

Supplemental Use of Proceeds

For purposes of the notes offered by this term sheet, the second paragraph under “Use of Proceeds” in the accompanying product supplement no. 182-A-I is deemed to be replaced by the following paragraph:

“The commissions received by JPMSI will include the projected profit that our affiliates expect to realize in consideration for assuming the risks inherent in hedging our obligations under the notes. Because hedging our obligations entails risk and may be influenced by market forces beyond our or our affiliates’ control, our projected profit resulting from such hedging may result in a profit that is more or less than expected, or could result in a loss. See also “Use of Proceeds” in the accompanying prospectus.”

 


JPMorgan Structured Investments —
Capped Index Fund Single Observation Knock-Out Notes Linked to the iShares®
MSCI Brazil Index Fund

 TS-7