Term sheet
To prospectus dated November 21, 2008,
prospectus supplement dated November 21, 2008 and
product supplement no. 168-A-I dated July 23, 2009

  Term Sheet to
Product Supplement No. 168-A-I
Registration Statement No. 333-155535
Dated July 23, 2009; Rule 433

     

Structured 
Investments 

     

$
Notes Linked to a Weighted Basket of Three Buffered Return Enhanced
Components, Consisting ofthe Dow Jones EURO STOXX 50® Index, the FTSE™ 100 Index and the TOPIX® Index, Each Converted into U.S. Dollars, due August 12, 2010

General

Key Terms


Basket/Component Indices:

The notes are linked to a weighted basket consisting of three buffered return enhanced components (each a “Basket Component,” and together, the “Basket Components”), each linked to an international index (each a “Component Index,” and together, the “Component Indices”), converted into U.S. dollars as set forth below:

 

Component Index

Component
Weighting

Buffer
Amount

Upside
Leverage
Factor

Maximum
Return*

Downside
Leverage
Factor


Dow Jones EURO STOXX 50® Index

49%

10%

2

22.30%

1.1111

FTSE™ 100 Index

23%

10%

2

16.80%

1.1111

TOPIX® Index

28%

10%

2

7.90%

1.1111

 

For information about the Component Currency and the calculation of the Exchange Rate for each Component Index, see “Additional Key Terms” on page TS-1 of this term sheet.

* The actual Maximum Return for each Basket Component will be set on the pricing date and will not be less than the applicable percentage set forth in the table above. The maximum payment at maturity, based on the percentages set forth above, is $1,170.03 per $1,000 principal amount note.

Payment at Maturity:

The amount you will receive at maturity is based on the Basket Return, which in turn is based on the performance of the Basket Components. At maturity, your payment per $1,000 principal amount note will be calculated as follows:

 

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

Basket Return:

The sum of the products of (a) the Component Return of each Basket Component and (b) the Component Weighting of such Basket Component.

Component Return:

With respect to each Basket Component, the Component Return will be calculated as follows:

 

Ending Index Level

Component Return


is greater than the Initial Index Level

Index Return x upside leverage factor, subject to the Maximum Return

is equal to the Initial Index Level or less than the Initial Index Level by not more than the buffer amount

0

is less than the Initial Index Level by more than the buffer amount

(Index Return + buffer amount) x downside leverage factor

 

For each Basket Component, if the Ending Index Level for the applicable Component Index declines from the Initial Index Level for such Component Index by more than 10%, your return on the notes at maturity may be adversely affected and you may lose some or all of your investment at maturity.

Maximum Return:

With respect to a Basket Component, a percentage that we will determine on the pricing date and that will not be less than the respective percentage set forth above under “Basket/Basket Components.” For example, if the Index Return for the Dow Jones EURO STOXX 50® Index is more than 11.15%, the applicable Component Return will be equal to the applicable Maximum Return for the Dow Jones EURO STOXX 50® Index of 22.30%*.

* The actual Maximum Return for each Basket Component will be set on the pricing date and will not be less than the applicable percentage set forth in the table above. The maximum payment at maturity, based on the percentages set forth above, is $1,170.03 per $1,000 principal amount note.

Index Return:

With respect to each Component Index, the performance of the Component Index from the Initial Index Level to the Ending Index Level, calculated as follows:

Ending Index Level – Initial Index Level
Initial Index Level

Initial Index Level:

With respect to each Component Index, the Adjusted Closing Level of such Component Index on the pricing date.

Ending Index Level:

With respect to each Component Index, the arithmetic average of the Adjusted Closing Level of such Component Index on each of the Ending Averaging Dates.

Adjusted Closing Level:

With respect to a Component Index on any trading day, the closing level of such Component Index on such trading day multiplied by the Exchange Rate of such Component Index on such trading day.

Ending Averaging Dates:

August 3, 2010, August 4, 2010, August 5, 2010, August 6, 2010 and August 9, 2010

Maturity Date:

August 12, 2010

CUSIP:

 

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. 168-A-I.

Investing in the Notes Linked to a Weighted Basket Consisting of Buffered Return Enhanced Components involves a number of risks. See “Risk Factors” beginning on page PS-8 of the accompanying product supplement no. 168-A-I and “Selected Risk Considerations” beginning on page TS-6 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 cost of hedging our obligations under the notes through one or more of our affiliates, which includes our affiliates’ expected cost of providing such hedge as well as the profit our affiliates expect to realize in consideration for assuming the risks inherent in providing such hedge. For additional related information, please see “Use of Proceeds” beginning on page PS-20 of the accompanying product supplement no. 168-A-I.

(2) Please see “Supplemental Plan of Distribution” in this term sheet for information about fees and commissions.

The notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank. The notes are not guaranteed under the Federal Deposit Insurance Corporation’s Temporary Liquidity Guarantee Program.

 

July 23, 2009


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. 168-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. 168-A-I dated July 23, 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. 168-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.

Additional Key Terms

The following table sets forth the Component Currency, the Exchange Rate, the applicable Reuters Page, the closing level on the pricing date, the Initial Index Level and the weighting for each Basket Component:

Component
Index

Component Currency

Reuters Page

Exchange Rate
on the
pricing date
††

Closing level of the
Component Index
on the
pricing date
††

Initial Index
Level
††


Dow Jones EURO STOXX
50® Index

European Union Euro (EUR)

WMRSPOT05

 

 

 

FTSE™ 100 Index

British Pound Sterling (GBP)

WMRSPOT07

 

 

 

TOPIX® Index

Japanese Yen (JPY)

WMRSPOT12

 

 

 

†† The Exchange Rate and closing level on the pricing date and the Initial Index Level of each Component Index will be determined on the pricing date.

Exchange Rate:

With respect to the Dow Jones EURO STOXX 50® Index and the FTSE™ 100 Index, the “Exchange Rate” on any trading day will be the spot rate in the interbank market of U.S. dollars per one unit of the Component Currency of the applicable Component Index, as determined by the calculation agent, expressed as the amount of U.S. dollars per one unit of the Component Currency of the applicable Component Index, as reported by Reuters Group PLC (“Reuters”) on the relevant page specified above, or any substitution page, at approximately 11:00 a.m., New York City time. With respect to the TOPIX® Index, the “Exchange Rate” on any trading day will be the spot rate in the interbank market of U.S. dollars per one unit of the Component Currency of such Component Index, as determined by the calculation agent, expressed as one divided by the amount of Component Currency of such Component Index per U.S. dollar, as reported by Reuters on the relevant page specified above, or any substitution page, at approximately 11:00 a.m., New York City time.

Currency Business Day:

With respect to a Component Index, a “currency business day,” is a day on which (a) The City of New York and the principal financial center for the Component Currency of such Component Index (London, England with respect to the European Union Euro and the British Pound Sterling and Tokyo, Japan with respect to the Japanese Yen) are open for dealings in foreign exchange and (b) banking institutions in The City of New York and such principal financial center for the Component Currency of such Component Index are not otherwise authorized or required by law, regulation or executive order to close.



JPMorgan Structured Investments —
Notes Linked to a Weighted Basket of Three Buffered Return Enhanced Components, Consisting of the Dow Jones EURO STOXX 50® Index, the FTSE™ 100 Index and the TOPIX® Index, Each Converted into U.S. Dollars

 TS-1

What Is the Index Return for Each Component Index and the Corresponding Component Return for Each Basket Component Assuming a Range of Performance for Each Component Index?

The following table illustrates the hypothetical Index Return for each Component Index and the corresponding Component Return for each Basket Component. The hypothetical Index Returns and Component Returns set forth below assume an Initial Index Level of 3550, 7380 and 9 for the Dow Jones EURO STOXX 50® Index, the FTSE™ 100 Index and the TOPIX® Index, respectively (based on a hypothetical closing level on the pricing date of 2500, 4500 and 900 for the Dow Jones EURO STOXX 50® Index, the FTSE™ 100 Index and the TOPIX® Index, respectively, and a hypothetical Exchange Rate on the pricing date of 1.42, 1.64 and 0.01 for the Dow Jones EURO STOXX 50® Index, the FTSE™ 100 Index and the TOPIX® Index, respectively), and a Maximum Return of 22.30%, 16.80% and 7.90% for the Basket Components linked to the Dow Jones EURO STOXX 50® Index, the FTSE™ 100 Index and the TOPIX® Index, respectively. The hypothetical Index Returns and Component Returns set forth below are for illustrative purposes only and may not be the actual Index Returns and Component Returns applicable to a purchaser of the notes. The numbers appearing in the following table have been rounded for ease of analysis.


Dow Jones EURO STOXX 50® Index

FTSE™ 100 Index

TOPIX® Index


Ending Index
Level

Index Return

Component
Return

Ending Index
Level

Index Return

Component
Return

Ending Index
Level

Index Return

Component
Return


6390.000

80.00%

22.30%

13284.00

80.00%

16.80%

16.2000

80.00%

7.90%

5857.500

65.00%

22.30%

12177.00

65.00%

16.80%

14.8500

65.00%

7.90%

5325.000

50.00%

22.30%

11070.00

50.00%

16.80%

13.5000

50.00%

7.90%

4970.000

40.00%

22.30%

10332.00

40.00%

16.80%

12.6000

40.00%

7.90%

4615.000

30.00%

22.30%

9594.00

30.00%

16.80%

11.7000

30.00%

7.90%

4260.000

20.00%

22.30%

8856.00

20.00%

16.80%

10.8000

20.00%

7.90%

4082.500

15.00%

22.30%

8118.00

10.00%

16.80%

9.9000

10.00%

7.90%

3945.825

11.15%

22.30%

7999.92

8.40%

16.80%

9.3555

3.95%

7.90%

3727.500

5.00%

10.00%

7749.00

5.00%

10.00%

9.2700

3.00%

6.00%

3692.000

4.00%

8.00%

7675.20

4.00%

8.00%

9.1800

2.00%

4.00%

3656.500

3.00%

6.00%

7601.42

3.00%

6.00%

9.0900

1.00%

2.00%

3550.000

0.00%

0.00%

7380.00

0.00%

0.00%

9.0000

0.00%

0.00%

3372.500

-5.00%

0.00%

7011.00

-5.00%

0.00%

8.5500

-5.00%

0.00%

3195.000

-10.00%

0.00%

6642.00

-10.00%

0.00%

8.1000

-10.00%

0.00%

2840.000

-20.00%

-11.11%

5904.00

-20.00%

-11.11%

7.2000

-20.00%

-11.11%

2485.000

-30.00%

-22.22%

5166.00

-30.00%

-22.22%

6.3000

-30.00%

-22.22%

2130.000

-40.00%

-33.33%

4428.00

-40.00%

-33.33%

5.4000

-40.00%

-33.33%

1775.000

-50.00%

-44.44%

3690.00

-50.00%

-44.44%

4.5000

-50.00%

-44.44%

1420.000

-60.00%

-55.56%

2952.00

-60.00%

-55.56%

3.6000

-60.00%

-55.56%

1065.000

-70.00%

-66.67%

2214.00

-70.00%

-66.67%

2.7000

-70.00%

-66.67%

710.000

-80.00%

-77.78%

1476.00

-80.00%

-77.78%

1.8000

-80.00%

-77.78%

355.000

-90.00%

-88.89%

738.00

-90.00%

-88.89%

0.9000

-90.00%

-88.89%

0.000

-100.00%

-100.00%

0.00

-100.00%

-100.00%

0.0000

-100.00%

-100.00%


Hypothetical Examples of Amounts Payable at Maturity

The following examples illustrate how the payment at maturity is calculated under various hypothetical circumstances based on a range of performance for each Basket Component. You should review the following examples in conjunction with the hypothetical table set forth above, including the underlying assumptions described above. The hypothetical payments at maturity set forth below are for illustrative purposes only and may not be the actual payment at maturity applicable to a purchaser of the notes. The numbers appearing in the following examples have been rounded for ease of analysis.

Example 1: The level of the Dow Jones EURO STOXX 50® Index increases from an Initial Index Level of 3550 to an Ending Index Level of 3727.50, the FTSE™ 100 Index increases from an Initial Index Level of 7380 to an Ending Index Level of 7675.20, and the level of the TOPIX® Index increases from an Initial Index Level of 9 to an Ending Index Level of 9.09.
Because the Ending Index Level of each Component Index is greater than its Initial Index Level, and each of the Index Return of 5% for the Dow Jones EURO STOXX 50® Index, 4% for the FTSE™ 100 Index and 1% for the TOPIX® Index, each multiplied by 2, does not exceed the applicable Maximum Return of 22.30%, 16.80% and 7.90%, respectively, the Basket Return is calculated as follows:

[(5% x 2) x 49%] + [(4% x 2) x 23%] + [(1% x 2) x 28%] = 7.30%

Accordingly, the investor receives a payment at maturity of $1,073.00 per $1,000 principal amount note, calculated as follows:

$1,000 + ($1,000 x 7.30%) = $1,073.00


JPMorgan Structured Investments —
Notes Linked to a Weighted Basket of Three Buffered Return Enhanced Components, Consisting of the Dow Jones EURO STOXX 50® Index, the FTSE™ 100 Index and the TOPIX® Index, Each Converted into U.S. Dollars

 TS-2

Example 2: The level of the Dow Jones EURO STOXX 50® Index increases from an Initial Index Level of 3550 to an Ending Index Level of 4260, the FTSE™ 100 Index increases from an Initial Index Level of 7380 to an Ending Index Level of 9594, and the level of the TOPIX® Index increases from an Initial Index Level of 9 to an Ending Index Level of 12.60.
Because the Ending Index Level of each Component Index is greater than its Initial Index Level, and each of the Index Return of 20.00% for the Dow Jones EURO STOXX 50® Index, 30.00% for the FTSE™ 100 Index and 40.00% for the TOPIX® Index, each multiplied by 2, exceeds the applicable Maximum Return of 22.30%, 16.80% and 7.90%, respectively, the Basket Return is calculated as follows:

(22.30% x 49%) + (16.80% x 23%) + (7.90% x 28%) = 17.003%

Accordingly, the investor receives a payment at maturity of $1,170.03 per $1,000 principal amount note, which reflects the maximum payment at maturity, calculated as follows:

$1,000 + ($1,000 x 17.003%) = $1,170.03

Example 3: The level of the Dow Jones EURO STOXX 50® Index increases from an Initial Index Level of 3550 to an Ending Index Level of 4260, the FTSE™ 100 Index increases from an Initial Index Level of 7380 to an Ending Index Level of 7675.20, and the level of the TOPIX® Index increases from an Initial Index Level of 9 to an Ending Index Level of 9.09.
Because the Ending Index Level of each Component Index is greater than its Initial Index Level, and the Index Return of 20.00% for the Dow Jones EURO STOXX 50® Index multiplied by 2 exceeds the applicable Maximum Return of 22.30%, while each of the Index Return of 4% for the FTSE™ 100 Index and 1% for the TOPIX® Index, each multiplied by 2, does not exceed the applicable Maximum Return of 16.80% and 7.90%, respectively, the Basket Return is calculated as follows:

(22.30% x 49%) + [(4% x 2) x 23%] + [(1% x 2) x 28%] = 13.327%

Accordingly, the investor receives a payment at maturity of $1,133.27 per $1,000 principal amount note, calculated as follows:

$1,000 + ($1,000 x 13.327%) = $1,133.27

Example 4: The level of the Dow Jones EURO STOXX 50® Index decreases from an Initial Index Level of 3550 to an Ending Index Level of 3195, the FTSE™ 100 Index decreases from an Initial Index Level of 7380 to an Ending Index Level of 6642, and the level of the TOPIX® Index decreases from an Initial Index Level of 9 to an Ending Index Level of 8.1. Because the Ending Index Level of each Component Index is less than its Initial Index Level by not more than 10%, the investor receives a payment at maturity of $1,000 per $1,000 principal amount note.

Example 5: The level of the Dow Jones EURO STOXX 50® Index decreases from an Initial Index Level of 3550 to an Ending Index Level of 2485, the FTSE™ 100 Index decreases from an Initial Index Level of 7380 to an Ending Index Level of 5904, and the level of the TOPIX® Index decreases from an Initial Index Level of 9 to an Ending Index Level of 5.40.
Because the Ending Index Level of each Component Index is less than its Initial Index Level by more than 10%, the Basket Return is calculated as follows:

{[(-30% + 10%) x 1.1111] x 49%} + {[(-20% + 10%) x 1.1111] x 23%} + {[(-40% + 10%) x 1.1111] x 28%} = -22.778%

Accordingly, the investor receives a payment at maturity of $772.22 per $1,000 principal amount note, calculated as follows:

$1,000 + ($1,000 x -22.778%) = $772.22

Example 6: The level of the Dow Jones EURO STOXX 50® Index decreases from an Initial Index Level of 3550 to an Ending Index Level of 2485, the FTSE™ 100 Index decreases from an Initial Index Level of 7380 to an Ending Index Level of 6642, and the level of the TOPIX® Index decreases from an Initial Index Level of 9 to an Ending Index Level of 5.40.
Because the Ending Index Level of the FTSE™ 100 Index is less than its Initial Index Level by not more than 10% and the Ending Index Level of each of the other Component Indices is less than its Initial Index Level by more than 10%, the Basket Return is calculated as follows:

{[(-30% + 10%) x 1.1111] x 49%} + 0% + {[(-40% + 10%) x 1.1111] x 28%} = -20.222%

Accordingly, the investor receives a payment at maturity of $797.78 per $1,000 principal amount note, calculated as follows:

$1,000 + ($1,000 x -20.222%) = $797.78

Example 7: The level of the Dow Jones EURO STOXX 50® Index increases from an Initial Index Level of 3550 to an Ending Index Level of 3727.50, the FTSE™ 100 Index decreases from an Initial Index Level of 7380 to an Ending Index Level of 5904, and the level of the TOPIX® Index decreases from an Initial Index Level of 9 to an Ending Index Level of 5.40. Because the Ending Index Level of the Dow Jones EURO STOXX 50® Index is greater than its Initial Index Level, and the Index Return of 5% multiplied by 2 does not exceed the applicable Maximum Return of 22.30%, and the Ending Index Level of each of the other Component Indices is less than its Initial Index Level by more than 10%, the Basket Return is calculated as follows:

[(5% x 2) x 49%] + {[(-20% + 10%) x 1.1111] x 23%} + {[(-40% + 10%) x 1.1111] x 28%} = -6.989%

Accordingly, the investor receives a payment at maturity of $930.11 per $1,000 principal amount note, calculated as follows:

$1,000 + ($1,000 x -6.989) = $930.11



JPMorgan Structured Investments —
Notes Linked to a Weighted Basket of Three Buffered Return Enhanced Components, Consisting of the Dow Jones EURO STOXX 50® Index, the FTSE™ 100 Index and the TOPIX® Index, Each Converted into U.S. Dollars

 TS-3

Hypothetical Examples of Index Return Calculations

The following examples illustrate how the Index Return for a Component Index is calculated in different hypothetical scenarios based on a range of performances of the closing level of the Dow Jones EURO STOXX 50® Index and the Exchange Rate for the Dow Jones EURO STOXX 50® Index. The examples below use the Dow Jones EURO STOXX 50® Index as the Component Index and assume that the hypothetical closing level of the Dow Jones EURO STOXX 50® Index on the pricing date is 2500, the hypothetical Exchange Rate for the Dow Jones EURO STOXX 50® Index on the pricing date is 1.42 and, therefore, the hypothetical Initial Index Level for Dow Jones EURO STOXX 50® Index is 3550. The examples below also assume that the Ending Index Level for the Dow Jones EURO STOXX 50® Index is based on the Adjusted Closing Level of the Dow Jones EURO STOXX 50® Index on a single date, which we refer to as the final Ending Averaging Date. The hypothetical Index Returns set forth below are for illustrative purposes only and may not be the actual Index Returns for the Dow Jones EURO STOXX 50® Index or for any other Component Index. The numbers appearing in the following examples have been rounded for ease of analysis.

Example 1: The closing level of the Dow Jones EURO STOXX 50® Index increases from 2500 on the pricing date to 2750 on the final Ending Averaging Date, and the Exchange Rate of the Dow Jones EURO STOXX 50® Index remains flat at 1.42 from the pricing date to the final Ending Averaging Date.
The Ending Index Level is equal to:

2750 x 1.42 = 3905

Because the Ending Index Level of 3905 is greater than the Initial Index Level of 3550, the Index Return is positive and is equal to 10%.

Example 2: The closing level of the Dow Jones EURO STOXX 50® Index remains flat at 2500 from the pricing date to the final Ending Averaging Date, and the Exchange Rate of the Dow Jones EURO STOXX 50® Index increases from 1.42 on the pricing date to 1.704 on the final Ending Averaging Date.
The Ending Index Level is equal to:

2500 x 1.704 = 4260

Because the Ending Index Level of 4260 is greater than the Initial Index Level of 3550, the Index Return is positive and is equal to 20%.

Example 3: The closing level of the Dow Jones EURO STOXX 50® Index increases from 2500 on the pricing date to 2750 on the final Ending Averaging Date, and the Exchange Rate of the Dow Jones EURO STOXX 50® Index increases from 1.42 on the pricing date to 1.704 on the final Ending Averaging Date.
The Ending Index Level is equal to:

2750 x 1.704 = 4686

Because the Ending Index Level of 4686 is greater than the Initial Index Level of 3550, the Index Return is positive and is equal to 32%, which is greater than the Maximum Return for the Basket Component linked to the Dow Jones EURO STOXX 50® Index and therefore the Component Return for this Basket Component will be limited to the Maximum Return for such Basket Component.

Example 4: The closing level of the Dow Jones EURO STOXX 50® Index increases from 2500 on the pricing date to 2750 on the final Ending Averaging Date, but the Exchange Rate of the Dow Jones EURO STOXX 50® Index decreases from 1.42 on the pricing date to 1.136 on the final Ending Averaging Date.
The Ending Index Level of the Dow Jones EURO STOXX 50® Index is equal to:

2750 x 1.136 = 3124

Even though the closing level of the Dow Jones EURO STOXX 50® Index has increased by 10%, because the Exchange Rate of the Dow Jones EURO STOXX 50® Index has decreased by 20%, the Ending Index Level of 3124 is less than the Initial Index Level of 3550, and the Index Return is negative and is equal to -12%.

Example 5: The closing level of the Dow Jones EURO STOXX 50® Index decreases from 2500 on the pricing date to 2250 on the final Ending Averaging Date, but the Exchange Rate of the Dow Jones EURO STOXX 50® Index increases from 1.42 on the pricing date to 1.704 on the final Ending Averaging Date.
The Ending Index Level is equal to:

2250 x 1.704 = 3834

Even though the closing level of the Dow Jones EURO STOXX 50® Index has decreased by 10%, because the Exchange Rate of the Dow Jones EURO STOXX 50® Index has increased by 20%, the Ending Index Level of 3834 is greater than the Initial Index Level of 3550, and the Index Return is positive and is equal to 8%.

Example 6: The closing level of the Dow Jones EURO STOXX 50® Index decreases from 2500 on the pricing date to 2250 on the final Ending Averaging Date, and the Exchange Rate of the Dow Jones EURO STOXX 50® Index decreases from 1.42 on the pricing date to 1.136 on the final Ending Averaging Date.
The Ending Index Level is equal to:

2250 x 1.136 = 2556

Because the Ending Index Level of 2556 is less than the Initial Index Level of 3550, the Index Return is negative and is equal to -28%.

Example 7: The closing level of the Dow Jones EURO STOXX 50® Index remains flat at 2500 from the pricing date to the final Ending Averaging Date, and the Exchange Rate of the Dow Jones EURO STOXX 50® Index decreases from 1.42 on the pricing date to 1.136 on the final Ending Averaging Date.
The Ending Index Level is equal to:

2500 x 1.136 = 2840

Because the Ending Index Level of 2840 is less than the Initial Index Level of 3550, the Index Return is negative and is equal to -20%.

Example 8: The closing level of the Dow Jones EURO STOXX 50® Index decreases from 2500 on the pricing date to 2250 on the final Ending Averaging Date, and the Exchange Rate of the Dow Jones EURO STOXX 50® Index remains flat at 1.42 from the pricing date to the final Ending Averaging Date.
The Ending Index Level is equal to:

2250 x 1.42 = 3195

Because the Ending Index Level of 3195 is less than the Initial Index Level of 3550, the Index Return is negative and is equal to -10%.


JPMorgan Structured Investments —
Notes Linked to a Weighted Basket of Three Buffered Return Enhanced Components, Consisting of the Dow Jones EURO STOXX 50® Index, the FTSE™ 100 Index and the TOPIX® Index, Each Converted into U.S. Dollars

 TS-4

Selected Purchase Considerations


JPMorgan Structured Investments —
Notes Linked to a Weighted Basket of Three Buffered Return Enhanced Components, Consisting of the Dow Jones EURO STOXX 50® Index, the FTSE™ 100 Index and the TOPIX® Index, Each Converted into U.S. Dollars

 TS-5

Selected Risk Considerations

An investment in the notes involves significant risks. Investing in the notes is not equivalent to investing directly in the Basket, the Basket Components, the Component Indices, any of the Component Currencies, or any of the component securities of the Component Indices. These risks are explained in more detail in the “Risk Factors” section of the accompanying product supplement no. 168-A-I dated July 23, 2009.


JPMorgan Structured Investments —
Notes Linked to a Weighted Basket of Three Buffered Return Enhanced Components, Consisting of the Dow Jones EURO STOXX 50® Index, the FTSE™ 100 Index and the TOPIX® Index, Each Converted into U.S. Dollars

 TS-6

JPMorgan Structured Investments —
Notes Linked to a Weighted Basket of Three Buffered Return Enhanced Components, Consisting of the Dow Jones EURO STOXX 50® Index, the FTSE™ 100 Index and the TOPIX® Index, Each Converted into U.S. Dollars

 TS-7

Historical Information

The following graphs show the historical weekly performance of the Dow Jones EURO STOXX 50® Index, the FTSE™ 100 Index and the TOPIX® Index from January 2, 2004 through July 17, 2009. The closing level of the Dow Jones EURO STOXX 50® Index on July 22, 2009 was 2525.43. The closing level of the FTSE™ 100 Index on July 22, 2009 was 4487.33. The closing level of the TOPIX® Index on July 22, 2009 was 906.58.


JPMorgan Structured Investments —
Notes Linked to a Weighted Basket of Three Buffered Return Enhanced Components, Consisting of the Dow Jones EURO STOXX 50® Index, the FTSE™ 100 Index and the TOPIX® Index, Each Converted into U.S. Dollars

 TS-8

The next three graphs below show the historical weekly performance of each Component Currency expressed in terms of the conventional market quotation (which, in the case of the European Union Euro (EUR) and the British Pound Sterling (GBP) is the amount of U.S. Dollars that can be exchanged for one European Union Euro and one British Pound Sterling, respectively, and, in the case of the Japanese Yen (JPY), is the amount of the Japanese Yen that can be exchanged for one U.S. Dollar), as shown on Bloomberg Financial Markets at approximately 5:00 p.m., New York City time, from January 2, 2004 through July 17, 2009. The exchange rates of the European Union Euro, the British Pound Sterling and the Japanese Yen, at 11:00 a.m., New York City time, on July 22, 2009, were 1.4208, 1.6434 and 93.68, respectively.

The exchange rates set forth above and displayed in the graphs below are for illustrative purposes only and do not form part of the calculation of the Basket Return. The value of the Basket, and thus the Basket Return, assuming no change in the closing levels of the Component Indices, increases when the U.S. Dollar depreciates in value against the individual Component Currencies. Therefore, the Index Return for each Component Index and, consequently, the Basket Return, is calculated using the Exchange Rates for each Component Currency expressed, for the European Union Euro and the British Pound Sterling, as the amount of U.S. Dollars per one unit of the applicable Component Currency, which is largely consistent with the approach used to determine the conventional market quotation for each such Component Currency set forth above and in the applicable graphs below and, for the Japanese Yen, as one divided by the amount of the applicable Component Currency per one U.S. Dollar, which is the inverse of the conventional market quotation for each such Component Currency set forth above and in the applicable graph below. In addition, the exchange rates set forth above and in the applicable graphs below are based on the applicable rates displayed on Bloomberg Financial Markets and, in the case of the applicable graphs, at approximately 5:00 p.m., New York City time, which is not representative of the source of the Exchange Rates used to calculate the Index Returns of each Component Index. The Exchange Rates are determined based on the applicable rates displayed on the applicable Reuters page at approximately 11:00 a.m., New York City time.


JPMorgan Structured Investments —
Notes Linked to a Weighted Basket of Three Buffered Return Enhanced Components, Consisting of the Dow Jones EURO STOXX 50® Index, the FTSE™ 100 Index and the TOPIX® Index, Each Converted into U.S. Dollars

 TS-9

The final three graphs below show the historical weekly performance of the Component Indices, converted into U.S. Dollars, from January 2, 2004 through July 17, 2009, assuming the exchange rates at approximately 5:00 p.m., New York City time, of each Component Currency on the relevant dates were the Exchange Rates on such dates. The exchange rates at approximately 5:00 p.m., New York City time, and the historical weekly Component Index performance data in such graphs were determined by reference to the rates and data reported by Bloomberg Financial Markets and may not be indicative of the performance of the Component Indices using the spot rates of each respective Component Currency at approximately 11:00 a.m., New York City time that would be derived from the applicable Reuters page.


JPMorgan Structured Investments —
Notes Linked to a Weighted Basket of Three Buffered Return Enhanced Components, Consisting of the Dow Jones EURO STOXX 50® Index, the FTSE™ 100 Index and the TOPIX® Index, Each Converted into U.S. Dollars

 TS-10

The Exchange Rates of the European Union Euro, the British Pound Sterling and the Japanese Yen, at approximately 11:00 a.m., New York City time (see “Additional Key Terms” on page TS-1 for more details) on July 22, 2009, were 1.4208, 1.6434 and 0.01067, respectively, calculated in the manner set forth under “Key Terms — Exchange Rates” on the front cover of this term sheet.

We obtained the closing levels and exchange rates needed to construct the graphs from Bloomberg Financial Markets, and we obtained the exchange rates used to calculate the Exchange Rates from Reuters Group PLC. We make no representation or warranty as to the accuracy or completeness of the information obtained from Bloomberg Financial Markets or Reuters Group PLC. The historical performance of each Component Index and each Component Currency should not be taken as an indication of future performance, and no assurance can be given as to the closing level of any of the Component Indices or the Exchange Rate of any of the Component Currencies on the pricing date or any Ending Averaging Date. We cannot give you assurance that the performance of the Component Indices and the Exchange Rates will result in the return of any of your initial investment.

Supplemental Plan of Distribution

JPMSI, acting as agent for JPMorgan Chase & Co., will receive a commission that will depend on market conditions on the pricing date. In no event will that commission, which includes structuring and development fees, exceed $10.00 per $1,000 principal amount note. See “Plan of Distribution” beginning on page PS-77 of the accompanying product supplement no. 168-A-I.

For a different portion of the notes to be sold in this offering, an affiliated bank will receive a fee and another affiliate of ours will receive a structuring and development fee. In no event will the total amount of these fees exceed $10.00 per $1,000 principal amount note.


JPMorgan Structured Investments —
Notes Linked to a Weighted Basket of Three Buffered Return Enhanced Components, Consisting of the Dow Jones EURO STOXX 50® Index, the FTSE™ 100 Index and the TOPIX® Index, Each Converted into U.S. Dollars

 TS-11