Amended and restated term sheet
To prospectus dated November 21, 2008,
prospectus supplement dated November 21, 2008 and
product supplement no. 195-A-I dated July 19, 2010

Amended and Restated Term Sheet to
Product Supplement No. 195-A-I
Registration Statement No. 333-155535
Dated September 20, 2011; Rule 433

Structured 
Investments 

      $
Capped Single Observation Knock-Out Notes Linked to the Common Stock of Cummins Inc. due October 11, 2012

General

Key Terms

Reference Stock:

The common stock, par value $2.50 per share, of Cummins Inc. (New York Stock Exchange symbol “CMI”). We refer to Cummins Inc. as “Cummins.”

Knock-Out Event:

A Knock-Out Event occurs if the closing price of one share of the Reference Stock on the Observation Date (i.e., the Final Share Price) is less than the Initial Share Price by more than the Knock-Out Buffer Amount. For the avoidance of doubt, the notes are subject to monitoring on a single Monitoring Day (i.e., the Observation Date).

Knock-Out Buffer Amount:

25.00%

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 Reference Stock, subject to the Maximum Return. Under these circumstances, your payment at maturity per $1,000 principal amount note will be calculated as follows:

 

$1,000 + ($1,000 × Share Return), subject to the Maximum Return

 

 

If a Knock-Out Event has occurred, you will lose more than 25.00% of your initial investment and may lose all of your initial 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 Reference Stock, 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 Reference Stock?” in this amended and restated term sheet.

Maximum Return:

At least 30.00%. The actual Maximum Return and the actual maximum payment at maturity will be determined on the pricing date and will not be less than 30.00% and $1,300 per $1,000 principal amount note, respectively.

Contingent Minimum Return:

At least 14.60%. The actual Contingent Minimum Return will be determined on the pricing date and will not be less than 14.60%.

Share Return:

Final Share Price – Initial Share Price
         
     Initial Share Price

Initial Share Price:

The closing price of one share of the Reference Stock on the pricing date, divided by the Stock Adjustment Factor

Final Share Price:

The closing price of one share of the Reference Stock on the Observation Date

Stock 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. 195-A-I for further information.

Observation Date:

October 5, 2012††

Maturity Date:

October 11, 2012††

CUSIP:

48125X3L8

   This amended and restated term sheet amends and restates the term sheet related hereto dated September 19, 2011 to product supplement no. 195-A-I in its entirety (the term sheet is available on the SEC website at http://www.sec.gov/Archives/edgar/data/19617/000089109211006299/e45387fwp.htm)
  †† 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. 195-A-I

Investing in the Capped Single Observation Knock-Out Notes involves a number of risks. See “Risk Factors” beginning on page PS-6 of the accompanying product supplement no. 195-A-I and “Selected Risk Considerations” beginning on page TS-3 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 product supplement, 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-16 of the accompanying product supplement no. 195-A-I.

(2)

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

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 20, 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 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. 195-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. 195-A-I dated July 19, 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 September 19, 2011 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. 195-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” and “our” refer to JPMorgan Chase & Co.


JPMorgan Structured Investments — TS-1
Capped Single Observation Knock-Out Notes Linked to the Common Stock of Cummins Inc.

What Is the Total Return on the Notes at Maturity, Assuming a Range of Performances for the Reference Stock?

The following table illustrates the hypothetical total return at maturity on 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 assume an Initial Share Price of $100.00, a Contingent Minimum Return of 14.60% and a Maximum Return of 30.00% and reflect the Knock-Out Buffer Amount of 25.00%. 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)


$180.00

80.00%

30.00%

N/A

$170.00

70.00%

30.00%

N/A

$160.00

60.00%

30.00%

N/A

$150.00

50.00%

30.00%

N/A

$140.00

40.00%

30.00%

N/A

$130.00

30.00%

30.00%

N/A

$125.00

25.00%

25.00%

N/A

$120.00

20.00%

20.00%

N/A

$115.00

15.00%

15.00%

N/A

$114.60

14.60%

14.60%

N/A

$110.00

10.00%

14.60%

N/A

$105.00

5.00%

14.60%

N/A

$102.50

2.50%

14.60%

N/A

$101.00

1.00%

14.60%

N/A

$100.00

0.00%

14.60%

N/A

$95.00

-5.00%

14.60%

N/A

$90.00

-10.00%

14.60%

N/A

$85.00

-15.00%

14.60%

N/A

$80.00

-20.00%

14.60%

N/A

$75.00

-25.00%

14.60%

N/A

$74.99

-25.01%

N/A

-25.01%

$70.00

-30.00%

N/A

-30.00%

$60.00

-40.00%

N/A

-40.00%

$50.00

-50.00%

N/A

-50.00%

$40.00

-60.00%

N/A

-60.00%

$30.00

-70.00%

N/A

-70.00%

$20.00

-80.00%

N/A

-80.00%

$10.00

-90.00%

N/A

-90.00%

$0.00

-100.00%

N/A

-100.00%


(1) The Final Share Price is greater than or equal to $75.00 (75.00% of the hypothetical Initial Share Price).

(2) The Final Share Price is less than $75.00 (75.00% of the hypothetical Initial Share Price).

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 Reference Stock increases from the Initial Share Price of $100.00 to a Final Share Price of $102.50 — a Knock-Out Event has not occurred. Because the Share Return of 2.50% is less than the hypothetical Contingent Minimum Return of 14.60%, the investor receives a payment at maturity of $1,146 per $1,000 principal amount note.

Example 2: The closing price of one share of the Reference Stock decreases from the Initial Share Price of $100.00 to a Final Share Price of $95.00 — a Knock-Out Event has not occurred. Because the Share Return of -5% is less than the hypothetical Contingent Minimum Return of 14.60%, the investor receives a payment at maturity of $1,146 per $1,000 principal amount note.

Example 3: The closing price of one share of the Reference Stock increases from the Initial Share Price of $100.00 to a Final Share Price of $115.00 — a Knock-Out Event has not occurred. Because the Share Return of 15% is greater than the hypothetical Contingent Minimum Return of 14.60% but less than the hypothetical Maximum Return of 30.00%, the investor receives a payment at maturity of $1,150 per $1,000 principal amount note, calculated as follows: 

$1,000 + ($1,000 × 15%) = $1,150

Example 4: The closing price of one share of the Reference Stock decreases from the Initial Share Price of $100.00 to a Final Share Price of $60.00 — a Knock-Out Event has occurred. Because the Final Share Price of $60.00 is less than the Initial


JPMorgan Structured Investments — TS-2
Capped Single Observation Knock-Out Notes Linked to the Common Stock of Cummins Inc.

Share Price of $100.00 by more than the Knock-Out Buffer Amount of 25.00%, a Knock-Out Event has occurred and because the Share Return is -40%, the investor receives a payment at maturity of $600 per $1,000 principal amount note, calculated as follows:

$1,000 + ($1,000 × -40%) = $600

Example 5: The closing price of one share of the Reference Stock increases from the Initial Share Price of $100.00 to a Final Share Price of $150.00 — a Knock-Out Event has not occurred. Because the Share Return of 50% is greater than the hypothetical Maximum Return of 30.00%, the investor receives a payment at maturity of $1,300 per $1,000 principal amount note, the hypothetical maximum payment on the notes.

The hypothetical returns and hypothetical 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 returns and hypothetical payouts shown above would likely be lower.

Selected Purchase Considerations

Selected Risk Considerations

An investment in the notes involves significant risks. Investing in the notes is not equivalent to investing directly in the Reference Stock. These risks are explained in more detail in the “Risk Factors” section of the accompanying product supplement no. 195-A-I dated July 19, 2010.


JPMorgan Structured Investments — TS-3
Capped Single Observation Knock-Out Notes Linked to the Common Stock of Cummins Inc.

JPMorgan Structured Investments — TS-4
Capped Single Observation Knock-Out Notes Linked to the Common Stock of Cummins Inc.


JPMorgan Structured Investments — TS-5
Capped Single Observation Knock-Out Notes Linked to the Common Stock of Cummins Inc.

The Reference Stock

Public Information

All information contained herein on the Reference Stock and on Cummins is derived from publicly available sources and is provided for informational purposes only. According to its publicly available filings with the SEC, Cummins designs, manufactures, distributes and services diesel and natural gas engines, electric power generation systems and engine-related component products, including filtration and emissions solutions, fuel systems, controls and air handling systems. The common stock of Cummins, par value $2.50 per share, is registered under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, and is listed on the New York Stock Exchange, which we refer to as the Relevant Exchange for purposes of Cummins in the accompanying product supplement no. 195-A-I. Information provided to or filed with the SEC by Cummins pursuant to the Exchange Act can be located by reference to SEC file number 001-04949, 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 common stock of Cummins based on the weekly closing prices of one share of the common stock of Cummins from January 6, 2006 through September 16, 2011. The closing price of one share of the common stock of Cummins on September 19, 2011 was $97.03. We obtained the closing prices below from Bloomberg Financial Markets, without independent verification. The closing prices 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 price of one share of the Reference Stock on 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 Cummins 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 $10.00 per $1,000 principal amount note. See “Plan of Distribution (Conflicts of Interest)” beginning on page PS-35 of the accompanying product supplement no. 195-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 — TS-6
Capped Single Observation Knock-Out Notes Linked to the Common Stock of Cummins Inc.