Amended and restated term sheet
To prospectus dated November 21, 2008,
prospectus supplement dated November 21, 2008 and
product supplement no. 184-A-I dated February 16, 2010

  Amended and restated term sheet to
Product Supplement No. 184-A-I
Registration Statement No. 333-155535
Dated February 22, 2010; Rule 433

     

Structured 
Investments 

      $
Digital Plus Buffered Notes Linked to the Performance of a Weighted Basket of Three Currencies Relative to the European Union Euro due March 1, 2012

General

Key Terms

Basket:

A weighted basket of three currencies (each a “Reference Currency,” and together, the “Reference Currencies”) that measures the performance of the Reference Currencies relative to the European Union euro (the “Basket”).

Reference Currency Weights:

The following table sets forth the Reference Currencies, the Starting Spot Rate for each Reference Currency, the applicable Reuters Page and the weighting of each Reference Currency:

 

Reference Currency

Starting Spot
Rate

Reuters Page

Percentage
Weight of Basket

 

 

South Korean won (KRW)

 

ECB37 ; KFTC18 = (USD/EUR)/(USD/KRW)

33.33%

 

Indonesian rupiah (IDR)

 

ECB37 ; ABSIRFIX01 = (USD/EUR)/(USD/IDR)

33.33%

 

Singapore dollar (SGD)

 

ECB37 ; ABSIRFIX01 = (USD/EUR)/(USD/SGD)

33.33%

 

The Starting Spot Rate of each Reference Currency is expressed as one divided by a fraction, the numerator of which is a number of U.S. dollars per one European Union euro and the denominator of which is a number of U.S. dollars per one unit of the applicable Reference Currency, as determined by the calculation agent in good faith and in a commercially reasonable manner on the pricing date, taking into account such exchange rates determined by reference to certain intra-day trades. Although the calculation agent will make all determinations and take all actions in relation to establishing the Starting Spot Rate of each Reference Currency in good faith, it should be noted that such discretion could have an impact (positive or negative), on the value of your notes. The calculation agent is under no obligation to consider your interests as a holder of the notes in taking any actions, including the determination of the Starting Spot Rate of each Reference Currency that might affect the value of your notes. For information about the risks related to this discretion, see “Selected Risk Considerations — Potential Conflicts” on page TS-3 of this amended and restated term sheet.

Base Currency:

The European Union euro

Payment at Maturity:

If the Ending Basket Level is greater than or equal to the Starting Basket Level; at maturity, you will receive a cash payment, for each $1,000 principal amount note, that will be calculated as follows:

$1,000 + [$1,000 x (the greater of (a) the Coupon or (b) the Basket Return)]
Your principal is protected against up to a 5% decline in the Basket at maturity. If the Ending Basket Level is less than the Starting Basket Level by up to 5%, you will receive the principal amount of your notes at maturity.
If the Ending Basket Level is less than the Starting Basket Level by more than 5%, you will lose 1.0526% of the principal amount of your notes for every 1% that the Basket declines beyond 5%, and your payment at maturity per $1,000 principal amount note will be calculated as follows:
$1,000 + [$1,000 x (Basket Return + 5%) x 1.0526]
You will lose some or all of your investment at maturity if the Ending Basket Level is less than the Starting Basket Level by more than 5%.

Coupon:

At least 15%

Buffer Amount:

5%

Downside Leverage Factor:

1.0526

Basket Return:

Ending Basket Level – Starting Basket Level
                Starting Basket Level

Starting Basket Level:

Set equal to 100 on the pricing date

Ending Basket Level:

The Basket Closing Level on the Observation Date

Basket Closing Level:

The Basket Closing Level on the Observation Date will be calculated as follows:

100 x [1 + (KRW Return * 33.33%) + (IDR Return * 33.33%) + (SGD Return * 33.33%)]
The KRW Return, IDR Return and SGD Return reflects the performance of the applicable Reference Currency relative to the European Union euro, calculated in terms of a fraction; the numerator of which is the Spot Rate of such Reference Currency on the Observation Date (the “Ending Spot Rate”) minus the Starting Spot Rate and the denominator of which is the Ending Spot Rate. The Spot Rate of each Reference Currency on a given date is expressed as one divided by a fraction, the numerator of which is a number of U.S. dollars per one European Union euro as reported by Reuters Group PLC (“Reuters”) on page ECB37 at 4:00 p.m., Greenwich Mean Time, on such date of determination and the denominator of which is a number of U.S. dollars per one unit of the applicable Reference Currency on (a) for the KRW, Reuters page KFTC18 at approximately 5:30 p.m., Seoul Time, on such date of determination or as soon thereafter as practicable, but in no event later than 9:00 a.m., on the business day following such date of determination, (b) for the IDR, Reuters page ABSIRFIX01 at approximately 11 a.m., Singapore Time, on such date of determination and (c) for the SGD, Reuters page ABSIRFIX01, at approximately 11 a.m., Singapore Time, on such date of determination.
For additional information, see “Description of Notes — Payment at Maturity” in the accompanying product supplement no. 184-A-I.

Observation Date:

February 27, 2012*

Maturity Date:

March 1, 2012*

CUSIP:

48124AHU4

This amended and restated term sheet amends and restates the term sheet related hereto dated February 17, 2010 to product supplement no. 184-A-I in its entirety (the term sheet is available on the SEC website at http://www.sec.gov/Archives/edgar/data/19617/000089109210000624/e37806_fwp.pdf)

* Subject to postponement as described under “Description of Notes — Payment at Maturity” in the accompanying product supplement no. 184-A-I.

Investing in the Digital Plus Buffered Notes involves a number of risks. See “Risk Factors” beginning on page PS-9 of the accompanying product supplement no. 184-A-I and “Selected Risk Considerations” beginning on page TS-2 of this amended and restated 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 amended and restated term sheet or the accompanying prospectus supplements and prospectus. Any representation to the contrary is a criminal offense.


 

Price to Public (1)

Fees and Commissions (1)

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-19 of the accompanying product supplement no. 184-A-I.

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

The agent for this offering, JPMSI, is an affiliate of ours. See “Supplemental Plan of Distribution” on the last page of this amended and restated 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.

February 22, 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 amended and restated 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. 184-A-I and this amended and restated 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 amended and restated 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. 184-A-I dated February 16, 2010. This amended and restated 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. This amended and restated term sheet amends and restates and supersedes the term sheet related hereto dated February 17, 2010 in its entirety. You should rely only on the information contained in this amended and restated term sheet and in the documents listed below in making your decision to invest in the notes. You should carefully consider, among other things, the matters set forth in “Risk Factors” in the accompanying product supplement no. 184-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 amended and restated term sheet, the “Company,” “we,” “us” or “our” refers to JPMorgan Chase & Co.

Additional Key Terms

CURRENCY BUSINESS DAY — A “currency business day,” with respect to each Reference Currency, means a day on which (a) dealings in foreign currency in accordance with the practice of the foreign exchange market occur in the City of New York and the principal financial center for the applicable Reference Currency (Seoul, South Korea, with respect to the South Korean won; Jakarta, Indonesia, with respect to the Indonesian rupiah; the City of Singapore, Singapore, with respect to the Singapore dollar), (b) banking institutions in The City of New York and such principal financial center for such Reference Currency are not otherwise authorized or required by law, regulation or executive order to close and (c) the Trans-European Automated Real-time Gross Settlement Express Transfer System (“TARGET2”) is open.

Supplemental Terms of the Notes

For purposes of the notes offered by this amended and restated term sheet:

(1) the definition of “market disruption event” set forth under “General Terms of the Notes — Market Disruption Events” in the accompanying product supplement 184-A-I is amended by adding a new clause (g) to the definition of “Market Disruption Events,” as follows:

“(g) (i) the unavailability of a cross rate for a Reference Currency and the Base Currency, each relative to the U.S. dollar that prevents the calculation agent from calculating the Spot Rate for a Reference Currency in the manner provided in the relevant terms supplement, or (ii) any event that generally makes it impossible to convert any currency used in the calculation of the Spot Rate for a Reference Currency into another currency (including, but not limited to, U.S. dollars), in each case, as determined by the calculation agent in its sole discretion.”; and

(2) the definition of “Price Source Disruption Event” set forth under “General Terms of the Notes — Market Disruption Events” in the accompanying product supplement 184-A-I shall be deleted in its entirety and replaced with the following:

“‘Price Source Disruption Event’ means the non-publication or unavailability of the applicable spot rate (or cross rate) for the Reference Currency relative to the Base Currency (or in the case of a cross rate, the Reference Currency or the Base Currency, each relative to the U.S. dollar) on the applicable Reuters page at the applicable fixing time for such currency pair on the applicable date of determination.”

Selected Purchase Considerations


JPMorgan Structured Investments —
Digital Plus Buffered Notes Linked to the Performance of a Weighted Basket of Three Currencies Relative to the European Union Euro

 TS-1

Selected Risk Considerations

An investment in the notes involves significant risks. Investing in the notes is not equivalent to investing directly in the Reference Currencies or any contracts related to the Reference Currencies. These risks are explained in more detail in the “Risk Factors” section of the accompanying product supplement no. 184-A-I dated February 16, 2010.


JPMorgan Structured Investments —
Digital Plus Buffered Notes Linked to the Performance of a Weighted Basket of Three Currencies Relative to the European Union Euro

 TS-2

JPMorgan Structured Investments —
Digital Plus Buffered Notes Linked to the Performance of a Weighted Basket of Three Currencies Relative to the European Union Euro

 TS-3

JPMorgan Structured Investments —
Digital Plus Buffered Notes Linked to the Performance of a Weighted Basket of Three Currencies Relative to the European Union Euro

 TS-4

What Is the Payment at Maturity on the Notes, Assuming a Range of Performances for the Basket?

The table and examples below illustrate the hypothetical total return at maturity of the notes. The “total return” as used in this amended and restated 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 reflect the Starting Basket Level of 100 and assume a Coupon of 15%. The hypothetical total returns set forth below are for illustrative purposes only and may not be the actual payment at maturity applicable to a purchaser of the notes. You should consider carefully whether the notes are suitable to your investment goals. The numbers appearing in the table, graph and examples below have been rounded for ease of analysis.


Ending Basket
Level

Basket
Return

Total Return


180.00

80.00%

80.00%

170.00

70.00%

70.00%

160.00

60.00%

60.00%

150.00

50.00%

50.00%

140.00

40.00%

40.00%

130.00

30.00%

30.00%

120.00

20.00%

20.00%

110.00

10.00%

15.00%

105.00

5.00%

15.00%

100.00

0.00%

15.00%

97.50

-2.50%

0.00%

95.00

-5.00%

0.00%

90.00

-10.00%

-5.26%

85.00

-15.00%

-10.53%

80.00

-20.00%

-15.79%

70.00

-30.00%

-26.32%

60.00

-40.00%

-36.84%

50.00

-50.00%

-47.37%

40.00

-60.00%

-57.89%

30.00

-70.00%

-68.42%

20.00

-80.00%

-78.95%

10.00

-90.00%

-89.47%

0.00

-100.00%

-100.00%


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 level of the Basket increases from the Starting Basket Level of 100 to an Ending Basket Level of 105.
Because the Ending Basket Level of 105 is greater than the Starting Basket Level of 100, and the Basket Return of 5% is less than the Coupon of 15%, you will receive the Coupon of 15%. Accordingly, your payment at maturity is equal to $1,150 per $1,000 principal amount note, calculated as follows:

$1,000 + ($1,000 x 15%) = $1,150

Example 2: The level of the Basket increases from the Starting Basket Level of 100 to an Ending Basket Level of 120.
Because the Ending Basket Level of 120 is greater than the Starting Basket Level of 100 and the Basket Return of 20% is greater than the Coupon of 15%, your payment at maturity is equal to $1,200 per $1,000 principal amount note, calculated as follows:

$1,000 + [$1,000 x (120-100)/100] = $1,200

Example 3: The level of the Basket decreases from the Starting Basket Level of 100 to an Ending Basket Level of 97.50.
Because the Ending Basket Level of 97.50 is less than the Starting Basket Level of 100 but not by more than the buffer amount of 5%, you will receive the principal amount of your notes at maturity.

Example 4: The level of the Basket decreases from the Starting Basket Level of 100 to an Ending Basket Level of 60.
Because the Ending Basket Level of 60 is less than the Starting Basket Level of 100 by more than the buffer amount of 5%, your payment at maturity per $1,000 principal amount note is $631.59 per $1,000 principal amount note, calculated as follows:

$1,000 + [$1,000 x (-40% + 5%) x 1.0526] = $631.59


JPMorgan Structured Investments —
Digital Plus Buffered Notes Linked to the Performance of a Weighted Basket of Three Currencies Relative to the European Union Euro

 TS-5

Historical Information

The first three graphs below show the historical weekly performance of each Reference Currency expressed in terms of the conventional market quotation (in each case the amount of the applicable Reference Currency that can be exchanged for one European Union euro, which we refer to in this amended and restated term sheet as the exchange rate), as shown on Bloomberg Financial Markets, from January 7, 2005 through February 19, 2010. The exchange rates of the South Korean won, the Indonesian rupiah and the Singapore dollar, at approximately 11:00 a.m., New York City time, on February 19, 2010 were 1579.6525, 12664.6400 and 1.9218, respectively.

The exchange rates 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, increases when the individual Reference Currencies appreciate in value against the European Union euro. Therefore, the Basket Return is calculated using Spot Rates for each currency expressed as one divided by the amount of Reference Currency per one European Union euro, which is the inverse of the conventional market quotation for each Reference Currency set forth in the first three graphs on the following page.

The last graph on the following page shows the weekly performance of the Basket from January 7, 2005 through February 19, 2010, assuming that the Basket Closing Level on January 7, 2005 was 100 that each Reference Currency had the weighting specified on the front cover of this amended and restated term sheet and that the closing spot rates of each Reference Currency on the relevant dates were the Spot Rates on such dates. The closing spot rates and the historical weekly Basket performance data in such graph were determined using the rates reported by Bloomberg Financial Markets and may not be indicative of the Basket performance using the Spot Rates of the Reference Currencies that would be derived from the applicable Reuters pages.



JPMorgan Structured Investments —
Digital Plus Buffered Notes Linked to the Performance of a Weighted Basket of Three Currencies Relative to the European Union Euro

 TS-6

The Spot Rates of the South Korean won, the Indonesian rupiah and the Singapore dollar on February 19, 2010, were 0.00117, 0.00014 and 0.95608, respectively, calculated in the manner set forth under “Key Terms — Basket Closing Level” on the cover of this term sheet.

We obtained the data needed to construct the graph which displays the weekly performance of the Basket from Bloomberg Financial Markets, and we obtained the exchange rates and the denominators used to calculate the Spot 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 Reference Currency and the Basket should not be taken as an indication of future performance, and no assurance can be given as to the Spot Rate of any of the Reference Currencies on the pricing date or the Observation Date. We cannot give you assurance that the performance of the Basket will result in the return of more than the principal amount of your notes.

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 exceed $25.00 per $1,000 principal amount note. See “Plan of Distribution (Conflicts of Interest)” beginning on page PS-30 of the accompanying product supplement no. 184-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 $25.00 per $1,000 principal amount note.


JPMorgan Structured Investments —
Digital Plus Buffered Notes Linked to the Performance of a Weighted Basket of Three Currencies Relative to the European Union Euro

 TS-7