Term sheet
To prospectus dated November 21, 2008,
prospectus supplement dated November 21, 2008 and
product supplement no. 108-A-III dated February 7, 2011

Term Sheet
Product Supplement No. 108-A-III
Registration Statement No. 333-155535
Dated September 19, 2011; Rule 433

Structured 
Investments 

      $
5.01% (equivalent to 10.02% per annum) Upside Auto Callable Reverse Exchangeable Notes due March 22, 2012 Linked to the Class B Common Stock of Berkshire Hathaway Inc.
The actual interest rate will be determined on the pricing date and will not be less than 5.01% (equivalent to 10.02% per annum).

General

Key Terms

Reference Stock:

The Class B common stock, par value $0.0033 per share, of Berkshire Hathaway Inc. (New York Stock Exchange symbol “BKR/B”). We refer to Berkshire Hathaway Inc. as “Berkshire Hathaway” and the Class B common stock of Berkshire Hathaway Inc. as “the common stock of Berkshire Hathaway.”

Interest Rate:

• at least 5.01% (equivalent to 10.02% per annum) if the notes are not automatically called; or
• if the notes are automatically called:
  
• at least 0.835% if the notes are automatically called on the first Call Date;
  
• at least 1.67% if the notes are automatically called on the second Call Date;
  
• at least 2.505% if the notes are automatically called on the third Call Date;
  
• at least 3.34% if the notes are automatically called on the fourth Call Date;
  
• at least 4.175% if the notes are automatically called on the fifth Call Date; or
  
• at least 5.01% if the notes are automatically called on the final Call Date;

in each case equivalent to at least 5.01% (equivalent to 10.02% per annum), paid monthly and calculated on a 30/360 basis. The actual interest rate will be determined on the Pricing Date and will not be less than 5.01% over the term of the notes (equivalent to 10.02% per annum).

Automatic Call:

If on any of the six (6) Call Dates, the closing price of the Reference Stock is greater than the Initial Share Price, the notes will be automatically called on that Call Date.

Payment if Called:

If the notes are automatically called, on the applicable Call Settlement Date, for each $1,000 principal amount note, you will receive $1,000 plus any accrued and unpaid interest to but excluding that Call Settlement Date.

Protection Amount:

An amount that represents at least 40.00% of the Initial Share Price, subject to adjustments

Pricing Date:

On or about September 19, 2011

Settlement Date:

On or about September 22, 2011

Call Dates*:

October 19, 2011 (first Call Date), November 21, 2011 (second Call Date), December 19, 2011 (third Call Date), January 19, 2012 (fourth Call Date), February 21, 2012 (fifth Call Date) and March 19, 2012 (final Call Date, which is also the Observation Date)

Call Settlement Dates*:

October 24, 2011 (first Call Settlement Date), November 25, 2011 (second Call Settlement Date), December 22, 2011 (third Call Settlement Date), January 24, 2012 (fourth Call Settlement Date), February 24, 2012 (fifth Call Settlement Date) and March 22, 2012 (final Call Settlement Date, which is also the Maturity Date), each of which is the third business day after the applicable Call Date specified above, provided that the final Call Settlement Date is the Maturity Date.

Observation Date*:

March 19, 2012

Maturity Date*:

March 22, 2012

CUSIP:

48125X3J3

Interest Payment Dates:

Interest on the notes will be payable monthly in arrears on the 22nd calendar day of each month, up to and including the final monthly interest payment which will be payable on the Maturity Date, (each such day, an “Interest Payment Date”), commencing October 22, 2011, unless the notes are automatically called. If the notes are automatically called, interest will accrue to but excluding the applicable Call Settlement Date, and will be payable on each Interest Payment Date occurring before the applicable Call Settlement Date and on the applicable Call Settlement Date. See “Selected Purchase Considerations — Monthly Interest Payments” in this term sheet for more information.

Payment at Maturity:

If the notes are not automatically called, the payment at maturity, in excess of any accrued and unpaid interest, will be based on the performance of the Reference Stock. If the notes are not automatically called, for each $1,000 principal amount note, you will receive $1,000 plus any accrued and unpaid interest at maturity, unless the Final Share Price is less than the Initial Share Price by more than the Protection Amount. If the notes are not automatically called and the Final Share Price is less than the Initial Share Price by more than the Protection Amount, at maturity you will receive, in addition to any accrued and unpaid interest, instead of the principal amount of your notes, a cash payment equal to the Cash Value. The Cash Value will be less than the principal amount of your notes, and may be zero. The Cash Value will most likely be substantially less than the principal amount of your notes, and may be zero.

Cash Value:

The product of (1) $1,000 divided by the Initial Share Price and (2) the Final Share Price, subject to adjustments

Initial Share Price:

The average of the per share price of certain intraday trades in the Reference Stock on the Pricing Date, as will be determined by the Calculation Agent. The Initial Share Price will not be the closing price of the Reference Stock on the Pricing Date. The Initial Share Price is subject to adjustments in certain circumstances. Although the calculation agent will establish the Initial Share Price 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 Initial Share Price, that might affect the value of your notes. See “Description of Notes — Payment at Maturity” and “General Terms of Notes — Anti-Dilution Adjustments” in the accompanying product supplement no. 108-A-III for further information about these adjustments.

Final Share Price:

The closing price of the Reference Stock on the Observation Date

*

Subject to postponement in the event of a market disruption event and as described under “Description of Notes — Automatic Call” or “Description of Notes — Payment at Maturity,” as applicable, in the accompanying product supplement no. 108-A-III

Investing in the Upside Auto Callable Reverse Exchangeable Notes involves a number of risks. See “Risk Factors” beginning on page PS-8 of the accompanying product supplement no. 108-A-III and “Selected Risk Considerations” beginning on page TS-4 of this term sheet.

Neither the SEC 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-19 of the accompanying product supplement no. 108-A-III, as supplemented by the “Supplemental Use of Proceeds” in this term sheet.

(2)

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

The agent for this offering, J.P. Morgan Securities LLC, which we refer to as JPMS, is an affiliate of ours. See “Supplemental Plan of Distribution” 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.

September 19, 2011

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. 108-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.

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. 108-A-III dated February 7, 2011. 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. 108-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.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.

Supplemental Terms of the Notes

For purposes of determining the payment to you at maturity if a Reorganization Event occurs as described under “General Terms of Notes — Anti-Dilution Adjustments — Reorganization Events” in the accompanying product supplement no. 108-A-III, “Physical Delivery Amount” means the number of shares of the Reference Stock, per $1,000 principal amount note, equal to $1,000 divided by the Initial Share Price, subject to adjustments.

For purposes of the accompanying product supplement no. 108-A-III, if the Final Share Price is less than the Initial Share Price by more than the Protection Amount, we will elect to pay you the Cash Value at maturity.


JPMorgan Structured Investments — TS-1
Upside Auto Callable Reverse Exchangeable Notes Linked to the Common Stock of Berkshire Hathaway Inc.

Examples of Hypothetical Payments at Maturity for Each $1,000 Principal Amount Note

The following table illustrates hypothetical payments at maturity or upon an automatic call on a $1,000 investment in the notes, based on a range of hypothetical Final Share Prices and closing prices on any of the Call Dates. The numbers appearing in the following table and examples have been rounded for ease of analysis. For this table of hypothetical payments at maturity, we have also assumed the following:

• the Initial Share Price: 

$71.55

• the Protection Amount (in U.S. dollars): $28.62

• the Interest Rate:

5.01% (equivalent to 10.02% per annum) if the note is held to maturity

  0.835% (equivalent to 10.02% per annum) if the note is automatically called on the first Call Date
  1.67% (equivalent to 10.02% per annum) if the note is automatically called on the second Call Date
  2.505% (equivalent to 10.02% per annum) if the note is automatically called on the third Call Date
  3.34% (equivalent to 10.02% per annum) if the note is automatically called on the fourth Call Date
  4.175% (equivalent to 10.02% per annum) if the note is automatically called on the fifth Call Date
  5.01% (equivalent to 10.02% per annum) if the note is automatically called on the final Call Date

Hypothetical Highest
Closing Price on any
of the Call Dates

Hypothetical Final
Share Price

Hypothetical Final
Share Price
expressed as a
percentage of Initial
Share Price

Payment on the
applicable Call
Settlement Date**

Payment at Maturity**

$143.10

N/A

N/A

$1,000.00

$1,000.00

$107.33

N/A

N/A

$1,000.00

$1,000.00

$89.44

N/A

N/A

$1,000.00

$1,000.00

$75.13

N/A

N/A

$1,000.00

$1,000.00

$71.55

$71.55

100.00%

N/A

$1,000.00

$71.55

$67.97

95.00%

N/A

$1,000.00

$64.40

$42.93

60.00%

N/A

$1,000.00

$46.51

$35.78

50.00%

N/A

$500.00

$35.78

$17.89

25.00%

N/A

$250.00

$21.47

$0.00

0.00%

N/A

$0.00

**

Note that you will receive at maturity or on the applicable Call Settlement Date, as applicable, accrued and unpaid interest in cash, in addition to (1) at maturity, the Cash Value or the principal amount of the notes or (2) on the applicable Call Settlement Date, $1,000 in cash.

The following examples illustrate how the payments at maturity the applicable Call Settlement Date, as applicable, set forth in the table above are calculated.

Example 1: The closing price of the Reference Stock on the first Call Date is $89.44. Because the closing price of the Reference Stock of $89.44 on the first Call Date is greater than the Initial Share Price of $71.55, the notes are automatically called and you will receive a payment on the first Call Settlement Date of $1,000 per $1,000 principal amount note.

Example 2: The highest closing price of the Reference Stock on any of the Call Dates was $71.55, and the Final Share Price is $67.97. Because the highest closing price of the Reference Stock of $71.55 on any of the Call Dates is not greater than the Initial Share Price of $71.55, the notes are not automatically called. Because the Final Share Price of $67.97 is less than the Initial Share Price of $71.55 by not more than the Protection Amount, you will receive at maturity a payment of $1,000 per $1,000 principal amount note.

Example 3: The highest closing price of the Reference Stock on any of the Call Dates was $46.51, and the Final Share Price is $35.78, a decline of more than the Protection Amount. Because the highest closing price of the Reference Stock of $46.51 on any of the Call Dates is not greater than the Initial Share Price of $71.55, the notes are not automatically called. Because the Final Share Price of $35.78 is less than the Initial Share Price of $71.55 by more than the Protection Amount, you will receive the Cash Value at maturity. Because the Final Share Price of the Reference Stock is $35.78, your final payment at maturity is $500.00.

Regardless of the performance of the Reference Stock, you will receive interest payments, for each $1,000 principal amount note, in the aggregate amount of (1) if the notes are held to maturity, at least $50.10 over the term of the notes or (2) if the notes are automatically called: (i) at least $8.35 if called on the first Call Date from the issue date to but excluding the first Call Settlement Date; (ii) at least $16.70 if called on the second Call Date from the issue date to but excluding the second Call Settlement Date; (iii) at least $25.05 if called on the third Call Date from the issue date to but excluding the final Call Settlement Date; (iv) at least $33.40 if called on the fourth Call Date from the issue date to but excluding the final Call Settlement Date; (v) at least $41.75 if called on the fifth Call Date from the issue date to but excluding the final Call Settlement Date; or (vi) at least $50.10 if called on the final Call Date from the issue date to but excluding the final Call Settlement Date. The actual interest rate will be determined on the Pricing Date and will not be less than 5.01% (equivalent to 10.02% per annum). If the notes are held to maturity, the Cash Value you may receive at maturity and the actual Protection Amount applicable to your notes may be more or less than the amounts displayed in this hypothetical and will depend in part on the Initial Share Price.

These hypothetical returns and the payouts on the notes shown above do not reflect fees or expenses that would be associated with any sale in the secondary market. If these fees and expenses were included, the hypothetical total returns and payouts shown above would likely be lower.


JPMorgan Structured Investments — TS-2
Upside Auto Callable Reverse Exchangeable Notes Linked to the Common Stock of Berkshire Hathaway Inc.

Selected Purchase Considerations


JPMorgan Structured Investments — TS-3
Upside Auto Callable Reverse Exchangeable Notes Linked to the Common Stock of Berkshire Hathaway Inc.

Selected Risk Considerations

An investment in the notes involves significant risks. Investing in the notes is not equivalent to investing directly in the Reference Stock. These risks are explained in more detail in the “Risk Factors” section of the accompanying product supplement no. 108-A-III dated February 7, 2011.


JPMorgan Structured Investments — TS-4
Upside Auto Callable Reverse Exchangeable Notes Linked to the Common Stock of Berkshire Hathaway Inc.

JPMorgan Structured Investments — TS-5
Upside Auto Callable Reverse Exchangeable Notes Linked to the Common Stock of Berkshire Hathaway Inc.

The Reference Stock

Public Information

All information contained herein on the Reference Stock and on Berkshire Hathaway is derived from publicly available sources and is provided for informational purposes only. Berkshire is a holding company owning subsidies that engage in the insurance and reinsurance business. Berkshire’s other operations include energy, utilities, manufacturing, retailing, service, finance and financial products business. The common stock of Berkshire Hathaway, par value $0.0033 per share, is registered under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, and listed on the New York Stock Exchange, which we refer to as the Relevant Exchange for purposes of Berkshire Hathaway in the accompanying product supplement no. 108-A-II. Information provided to or filed with the SEC by Berkshire Hathaway pursuant to the Exchange Act can be located by reference to SEC file number 001-14905, and can be accessed through www.sec.gov. We do not make any representation that these publicly available documents are accurate or complete.

Historical Information Regarding the Reference Stock

The following graph sets forth the historical performance of the Reference Stock based on the weekly closing price (in U.S. dollars) of the Reference Stock from January 6, 2006 through September 16, 2011. The closing price of the Reference Stock on September 16, 2011 was $71.55. The historical prices set forth in the graph below have been adjusted for a 50-for-1 stock split that was paid on January 21, 2010. We obtained the closing prices and other information below from Bloomberg Financial Markets, without independent verification. The closing prices and this other information may be adjusted by Bloomberg Financial Markets for corporate actions such as stock splits, public offerings, mergers and acquisitions, spin-offs, delistings and bankruptcy. We make no representation or warranty as to the accuracy or completeness of the information obtained from Bloomberg Financial Markets.

Since its inception, the Reference Stock has experienced significant fluctuations. The historical performance of the Reference Stock should not be taken as an indication of future performance, and no assurance can be given as to the closing prices of the Reference Stock on the Call Dates, the Pricing Date or the Observation Date. We cannot give you assurance that the performance of the Reference Stock will result in the return of any of your initial investment. We make no representation as to the amount of dividends, if any, that Berkshire Hathaway will pay in the future. In any event, as an investor in the notes, you will not be entitled to receive dividends, if any, that may be payable on the Reference Stock.

 

Supplemental Plan of Distribution

JPMS, 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 $5.00 per $1,000 principal amount note. See “Plan of Distribution (Conflicts of Interest)” beginning on page PS-40 of the accompanying product supplement no. 108-A-III.

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 $5.00 per $1,000 principal amount note.


JPMorgan Structured Investments — TS-6
Upside Auto Callable Reverse Exchangeable Notes Linked to the Common Stock of Berkshire Hathaway Inc.