Term Sheet
To prospectus dated November 21, 2008,
prospectus supplement dated November 21, 2008 and
product supplement no. 34-A-II dated February 7, 2011

Term Sheet to
Product Supplement No. 34-A-II
Registration Statement No. 333-155535
Dated May 17, 2011; Rule 433

Structured 
Investments 

     

$
Reverse Exchangeable Notes due November 30, 2011
Each Linked to the Common Stock or American Depositary Shares of a Different Single Reference Stock Issuer

General

Key Terms

Payment at Maturity:

The payment at maturity, in excess of any accrued and unpaid interest, is based on the performance of the applicable Reference Stock. You will receive $1,000 for each $1,000 principal amount note, plus any accrued and unpaid interest at maturity, unless:

  (1) the applicable Final Share Price is less than the applicable Initial Share Price; and
  (2) on any day during the Monitoring Period, the closing price of the applicable Reference Stock is less than the applicable Initial Share Price by more than the applicable Protection Amount.
  If the conditions described in both (1) and (2) are satisfied, at maturity you will receive, in addition to any accrued and unpaid interest, instead of the principal amount of your notes, the number of shares of the applicable Reference Stock equal to the applicable Physical Delivery Amount (or, at our election, the Cash Value thereof). Fractional shares will be paid in cash. The market value of the Physical Delivery Amount or the Cash Value thereof will most likely be substantially less than the principal amount of your notes, and may be zero.

Pricing Date:

On or about May 26, 2011

Settlement Date:

On or about May 31, 2011

Observation Date:

November 28, 2011*

Maturity Date:

November 30, 2011*

Interest Payment Dates:

Interest on the notes will be payable monthly in arrears on the last calendar day of each month, up to and including the final monthly interest payment, which will be payable on the Maturity Date (each such date, an “Interest Payment Date”), commencing June 30, 2011. See “Selected Purchase Considerations — Monthly Interest Payments” in this term sheet for more information.

Monitoring Period:

The period from the Pricing Date to and including the Observation Date.

Physical Delivery Amount:

The number of shares of the applicable Reference Stock, per $1,000 principal amount note, equal to $1,000 divided by the applicable Initial Share Price, subject to adjustments.

Cash Value:

For each Reference Stock, the amount in cash equal to the product of (1) $1,000 divided by the Initial Share Price of such Reference Stock and (2) the Final Share Price of such Reference Stock, subject to adjustments.

Initial Share Price:

The closing price of the applicable Reference Stock on the Pricing Date. The Initial Share Price is subject to adjustments in certain circumstances. See “Description of Notes — Payment at Maturity” and “General Terms of Notes — Anti-dilution Adjustments” in the accompanying product supplement no. 34-A-II for further information about these adjustments.

Final Share Price:

The closing price of the applicable Reference Stock on the Observation Date.

 

 

 

 

 

 

 

 

 

Approximate Tax Allocation of
Monthly Coupon

 

Page
Number

Ticker
Symbol

Principal
Amount

Interest
Rate

Protection
Amount

Initial
Share Price

CUSIP

Approximate
Monthly
Coupon

Interest on
Deposit

Put
Premium

Baidu, Inc. (ADSs)

TS-4

BIDU

 

7.375%
(equivalent to
14.75% per
annum)

20.00% of the
Initial Share
Price

 

48125XSA5

$12.29

2.17%

97.83%

The Goodyear Tire &
Rubber Company

TS-6

GT

 

7.375%
(equivalent to
14.75% per
annum)

20.00% of the
Initial Share
Price

 

48125XSB3

$12.29

2.17%

97.83%

MGM Resorts
International

TS-8

MGM

 

7.75%
(equivalent to
15.50% per
annum)

20.00% of the
Initial Share
Price

 

48125XSC1

$12.92

2.06%

97.94%

Freeport-McMoRan
Copper & Gold Inc.

TS-10

FCX

 

6.625%
(equivalent to
13.25% per
annum)

20.00% of the
Initial Share
Price

 

48125XSD9

$11.04

2.42%

97.58%

*

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. 34-A-II.

Based on one reasonable treatment of the notes, as described herein under “Selected Purchase Considerations — Tax Treatment as a Unit Comprising a Put Option and a Deposit” and in the accompanying product supplement no. 34-A-II under “Certain U.S. Federal Income Tax Consequences” on page PS-32. The allocations presented herein were determined as of May 16, 2011; the actual allocations will be determined as of the Pricing Date and may differ.

Investing in the Reverse Exchangeable Notes involves a number of risks. See “Risk Factors” beginning on page PS-7 of the accompanying product supplement no. 34-A-II and “Selected Risk Considerations” beginning on page TS-2 of this term sheet.

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. 34-A-II 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.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or passed upon the accuracy or the adequacy of this term sheet or the accompanying prospectus supplement and prospectus. Any representation to the contrary is a criminal offense.


 

Price to Public (1)

Fees and Commissions (2)

Proceeds to Us


Per note

$

$

$


Total

$

$

$


(1)

The price to the public includes the estimated cost of hedging our obligations under the notes through one or more of our affiliates.

(2)

In no event will the fees and commissions received by J.P. Morgan Securities LLC, which we refer to as JPMS, which include concessions to be allowed to other affiliated or unaffiliated dealers, exceed $60.00 per $1,000 principal amount note for any of the four (4) offerings listed above. For more detailed information about fees, commissions and concessions, please see “Supplemental Plan of Distribution” on the last page of 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.

May 17, 2011

Additional Terms Specific to Each Note Offering

This term sheet relates to four (4) separate note offerings. Each issue of offered notes is linked to one, and only one, Reference Stock. The purchaser of a note will acquire a security linked to a single Reference Stock (not to a basket or index that includes another Reference Stock). You may participate in any of the four (4) note offerings or, at your election, in two or more of the offerings. We reserve the right to withdraw, cancel or modify any offering and to reject orders in whole or in part. While each note offering relates only to a single Reference Stock identified on the cover page, you should not construe that fact as a recommendation of the merits of acquiring an investment linked to that Reference Stock (or any other Reference Stock) or as to the suitability of an investment in the notes.

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. 34-A-II 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. 34-A-II, as the notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisers before you invest in the notes.

You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):

Our Central Index Key, or CIK, on the SEC website is 19617. As used in this term sheet, the “Company,” “we,” “us” or “our” refers to JPMorgan Chase & Co.

Selected Purchase Considerations


JPMorgan Structured Investments —
Reverse Exchangeable Notes Each Linked to the Common Stock or American Depositary Shares of a Different Single Reference Stock Issuer

 TS-1

Selected Risk Considerations

An investment in the notes involves significant risks. Investing in the notes is not equivalent to investing directly in any of the Reference Stocks. These risks are explained in more detail in the “Risk Factors” section of the accompanying product supplement no. 34-A-II dated February 7, 2011.


JPMorgan Structured Investments —
Reverse Exchangeable Notes Each Linked to the Common Stock or American Depositary Shares of a Different Single Reference Stock Issuer

 TS-2

JPMorgan Structured Investments —
Reverse Exchangeable Notes Each Linked to the Common Stock or American Depositary Shares of a Different Single Reference Stock Issuer

 TS-3

The Reference Stocks

Public Information

All information contained herein on the Reference Stocks and on the Reference Stock issuers is derived from publicly available sources and is provided for informational purposes only. Companies with securities registered under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, are required to periodically file certain financial and other information specified by the SEC. Information provided to or filed with the SEC by a Reference Stock issuer pursuant to the Exchange Act can be located by reference to the SEC file number provided below and can be accessed through www.sec.gov. We do not make any representation that these publicly available documents are accurate or complete. See “The Reference Stock” beginning on page PS-18 of the accompanying product supplement no. 34-A-II for more information.

Baidu, Inc. (“Baidu”)

According to its publicly available filings with the SEC, Baidu, a Chinese company, is a Chinese language Internet search provider. The ADSs of Baidu, each representing one-tenth of a class A ordinary share, par value $0.00005 per share, are registered under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, and are listed on The NASDAQ Stock Market, which we refer to as the Relevant Exchange for purposes of Baidu in the accompanying product supplement no. 34-A-II. Baidu’s SEC file number is 000-51469.

Historical Information of the ADSs of Baidu

The following graph sets forth the historical performance of the ADSs of Baidu based on the weekly closing price (in U.S. dollars) of the ADSs of Baidu from January 6, 2006 through May 13, 2011. The closing price of the ADSs of Baidu on May 16, 2011 was $127.77. 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 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 price of the ADSs of Baidu has experienced significant fluctuations. The historical performance of the ADSs of Baidu should not be taken as an indication of future performance, and no assurance can be given as to the closing prices of the ADSs of Baidu during the term of the notes. We cannot give you assurance that the performance of the ADSs of Baidu will result in the return of any of your initial investment. We make no representation as to the amount of dividends, if any, that Baidu 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 ADSs of Baidu.


JPMorgan Structured Investments —
Reverse Exchangeable Notes Each Linked to the Common Stock or American Depositary Shares of a Different Single Reference Stock Issuer

 TS-4

Examples of Hypothetical Payment at Maturity for a $1,000 Investment in the Notes Linked to the ADSs of Baidu

The following table illustrates hypothetical payments at maturity on a $1,000 investment in the notes linked to the ADSs of Baidu, based on a range of hypothetical Final Share Prices of the Reference Stock and assuming that the closing price of the Reference Stock declines in the manner set forth in the columns titled “Hypothetical lowest closing price during the Monitoring Period” and "Hypothetical lowest closing price expressed as a percentage of Initial Share Price during the Monitoring Period." 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:

$130.00

• the Protection Amount (in U.S. dollars): $26.00

• the Interest Rate:

7.375% (equivalent to 14.75% per annum)

• the Protection Amount: 20.00%

Hypothetical
lowest
closing price
during the
Monitoring
Period

Hypothetical lowest
closing price during
the Monitoring Period
expressed as a
percentage of Initial
Share Price

Hypothetical
Final Share
Price

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

Payment at Maturity

Total Value of
Payment
Received at
Maturity**

$130.00

100%

$260.00

200%

$1,000.00

$1,000.00

$65.00

50%

$136.50

105%

$1,000.00

$1,000.00

$130.00

100%

$130.00

100%

$1,000.00

$1,000.00

$104.00

80%

$104.00

80%

$1,000.00

$1,000.00

$65.00

50%

$123.50

95%

7 shares of the
Reference Stock or the
Cash Value thereof

$950.00

$65.00

50%

$65.00

50%

7 shares of the
Reference Stock or the
Cash Value thereof

$500.00

$32.50

25%

$32.50

25%

7 shares of the
Reference Stock or the
Cash Value thereof

$250.00

$0.00

0%

$0.00

0%

7 shares of the
Reference Stock or the
Cash Value thereof

$0.00

** Note that you will receive at maturity any accrued and unpaid interest in cash, in addition to either shares of the Reference Stock (or, at our election, the Cash Value thereof) or the principal amount of your note in cash. Also note that if you receive the Physical Delivery Amount, the total value of payment received at maturity shown in the table above includes the value of any fractional shares, which will be paid in cash.

The following examples illustrate how the total value of payments received at maturity set forth in the table above are calculated.

Example 1: The lowest closing price of the Reference Stock during the Monitoring Period was $65.00 but the Final Share Price is $136.50. Because the Final Share Price of $136.50 is greater than the Initial Share Price of $130.00, you will receive a payment at maturity of $1,000 per $1,000 principal amount note.

Example 2: The lowest closing price of the Reference Stock during the Monitoring Period was $65.00 and the Final Share Price is $123.50. Because the Final Share Price of $123.50 is less than the Initial Share Price of $130.00 and the closing price of the Reference Stock declined by more than the Protection Amount on at least one day during the Monitoring Period, you will receive the Physical Delivery Amount, or at our election, the Cash Value thereof, at maturity. Because the Final Share Price of the Reference Stock is $123.50, the total value of your final payment at maturity, whether in cash or shares of the Reference Stock, is $950.00.

Example 3: The closing price of the Reference Stock does not decline, as compared with the Initial Share Price, by more than the Protection Amount on any day during the Monitoring Period prior to the Observation Date. However, the closing price of the Reference Stock on the Observation Date is $65.00, a decline of more than the Protection Amount. Because the Final Share Price of $65.00 is less than the Initial Share Price of $130.00 and the Final Share Price has declined by more than the Protection Amount, you will receive the Physical Delivery Amount, or at our election, the Cash Value thereof, at maturity. Because the Final Share Price of the Reference Stock is $65.00, the total value of your final payment at maturity, whether in cash or shares of the Reference Stock, is $500.00.

Example 4: The Final Share Price of $104.00 is less than the Initial Share Price of $130.00 but does not decline by more than the Protection Amount and the closing price of the Reference Stock does not decline by more than the Protection Amount on any day during the Monitoring Period. Because the closing price of the Reference Stock has not declined by more than the Protection Amount, you will receive a payment at maturity of $1,000 per $1,000 principal amount note, even though the Final Share Price of $104.00 is less than the Initial Share Price of $130.00.

Regardless of the performance of the Reference Stock or the payment you receive at maturity, you will receive interest payments, for each $1,000 principal amount note, in the aggregate amount of approximately $73.75 over the term of the notes. If we had priced the notes on May 16, 2011, you would have received 7 shares of the Reference Stock or, at our election, the Cash Value thereof, at maturity, provided the Final Share Price declined from the Initial Share Price and the closing price of the Reference Stock declined by more than the Protection Amount from the Initial Share Price on at least one day during the Monitoring Period. The actual number of shares of the Reference Stock, or the Cash Value thereof, 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 closing price of the Reference Stock on the Pricing Date.


JPMorgan Structured Investments —
Reverse Exchangeable Notes Each Linked to the Common Stock or American Depositary Shares of a Different Single Reference Stock Issuer

 TS-5

The Goodyear Tire & Rubber Company (“Goodyear Tire”)

According to its publicly available filings with the SEC, Goodyear Tire engages in the manufacturing of tires, with operations around the world. The common stock of Goodyear Tire, no par value, is listed on the New York Stock Exchange, which we refer to as the Relevant Exchange for purposes of Goodyear Tire in the accompanying product supplement no. 34-A-II. Goodyear Tire’s SEC file number is 001-01927.

Historical Information of the Common Stock of Goodyear Tire

The following graph sets forth the historical performance of the common stock of Goodyear Tire based on the weekly closing price (in U.S. dollars) of the common stock of Goodyear Tire from January 6, 2006 through May 13, 2011. The closing price of the common stock of Goodyear Tire on May 16, 2011 was $17.56. 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 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 price of the common stock of Goodyear Tire has experienced significant fluctuations. The historical performance of the common stock of Goodyear Tire should not be taken as an indication of future performance, and no assurance can be given as to the closing prices of the common stock of Goodyear Tire during the term of the notes. We cannot give you assurance that the performance of the common stock of Goodyear Tire will result in the return of any of your initial investment. We make no representation as to the amount of dividends, if any, that Goodyear Tire 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 common stock of Goodyear Tire.


JPMorgan Structured Investments —
Reverse Exchangeable Notes Each Linked to the Common Stock or American Depositary Shares of a Different Single Reference Stock Issuer

 TS-6

Examples of Hypothetical Payment at Maturity for a $1,000 Investment in the Notes Linked to the Common Stock of Goodyear Tire

The following table illustrates hypothetical payments at maturity on a $1,000 investment in the notes linked to the common stock of Goodyear Tire, based on a range of hypothetical Final Share Prices of the Reference Stock and assuming that the closing price of the Reference Stock declines in the manner set forth in the columns titled “Hypothetical lowest closing price during the Monitoring Period” and "Hypothetical lowest closing price expressed as a percentage of Initial Share Price during the Monitoring Period." 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:

$17.60

• the Protection Amount (in U.S. dollars): $3.52

• the Interest Rate:

7.375% (equivalent to 14.75% per annum)

• the Protection Amount: 20.00%

Hypothetical
lowest
closing price
during the
Monitoring
Period

Hypothetical lowest
closing price during
the Monitoring Period
expressed as a
percentage of Initial
Share Price

Hypothetical
Final Share
Price

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

Payment at Maturity

Total Value of
Payment
Received at
Maturity**

$17.60

100%

$35.20

200%

$1,000.00

$1,000.00

$8.80

50%

$18.48

105%

$1,000.00

$1,000.00

$17.60

100%

$17.60

100%

$1,000.00

$1,000.00

$14.08

80%

$14.08

80%

$1,000.00

$1,000.00

$8.80

50%

$16.72

95%

56 shares of the
Reference Stock or the
Cash Value thereof

$950.00

$8.80

50%

$8.80

50%

56 shares of the
Reference Stock or the
Cash Value thereof

$500.00

$4.40

25%

$4.40

25%

56 shares of the
Reference Stock or the
Cash Value thereof

$250.00

$0.00

0%

$0.00

0%

56 shares of the
Reference Stock or the
Cash Value thereof

$0.00

** Note that you will receive at maturity any accrued and unpaid interest in cash, in addition to either shares of the Reference Stock (or, at our election, the Cash Value thereof) or the principal amount of your note in cash. Also note that if you receive the Physical Delivery Amount, the total value of payment received at maturity shown in the table above includes the value of any fractional shares, which will be paid in cash.

The following examples illustrate how the total value of payments received at maturity set forth in the table above are calculated.

Example 1: The lowest closing price of the Reference Stock during the Monitoring Period was $8.80 but the Final Share Price is $18.48. Because the Final Share Price of $18.48 is greater than the Initial Share Price of $17.60, you will receive a payment at maturity of $1,000 per $1,000 principal amount note.

Example 2: The lowest closing price of the Reference Stock during the Monitoring Period was $8.80 and the Final Share Price is $16.72. Because the Final Share Price of $16.72 is less than the Initial Share Price of $17.60 and the closing price of the Reference Stock declined by more than the Protection Amount on at least one day during the Monitoring Period, you will receive the Physical Delivery Amount, or at our election, the Cash Value thereof, at maturity. Because the Final Share Price of the Reference Stock is $16.72, the total value of your final payment at maturity, whether in cash or shares of the Reference Stock, is $950.00.

Example 3: The closing price of the Reference Stock does not decline, as compared with the Initial Share Price, by more than the Protection Amount on any day during the Monitoring Period prior to the Observation Date. However, the closing price of the Reference Stock on the Observation Date is $8.80, a decline of more than the Protection Amount. Because the Final Share Price of $8.80 is less than the Initial Share Price of $17.60 and the Final Share Price has declined by more than the Protection Amount, you will receive the Physical Delivery Amount, or at our election, the Cash Value thereof, at maturity. Because the Final Share Price of the Reference Stock is $8.80, the total value of your final payment at maturity, whether in cash or shares of the Reference Stock, is $500.00.

Example 4: The Final Share Price of $14.08 is less than the Initial Share Price of $17.60 but does not decline by more than the Protection Amount and the closing price of the Reference Stock does not decline by more than the Protection Amount on any day during the Monitoring Period. Because the closing price of the Reference Stock has not declined by more than the Protection Amount, you will receive a payment at maturity of $1,000 per $1,000 principal amount note, even though the Final Share Price of $14.08 is less than the Initial Share Price of $17.60.

Regardless of the performance of the Reference Stock or the payment you receive at maturity, you will receive interest payments, for each $1,000 principal amount note, in the aggregate amount of approximately $73.75 over the term of the notes. If we had priced the notes on May 16, 2011, you would have received 56 shares of the Reference Stock or, at our election, the Cash Value thereof, at maturity, provided the Final Share Price declined from the Initial Share Price and the closing price of the Reference Stock declined by more than the Protection Amount from the Initial Share Price on at least one day during the Monitoring Period. The actual number of shares of the Reference Stock, or the Cash Value thereof, 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 closing price of the Reference Stock on the Pricing Date.


JPMorgan Structured Investments —
Reverse Exchangeable Notes Each Linked to the Common Stock or American Depositary Shares of a Different Single Reference Stock Issuer

 TS-7

MGM Resorts International (“MGM Resorts”)

According to its publicly available filings with the SEC, MGM Resorts engages in the gaming, hospitality and entertainment business. The common stock of MGM Resorts, par value $0.01 per share, is listed on the New York Stock Exchange, which we refer to as the Relevant Exchange for purposes of MGM Resorts in the accompanying product supplement no. 34-A-II. MGM Resorts’s SEC file number is 001-10362.

Historical Information of the Common Stock of MGM Resorts

The following graph sets forth the historical performance of the common stock of MGM Resorts based on the weekly closing price (in U.S. dollars) of the common stock of MGM Resorts from January 6, 2006 through May 13, 2011. The closing price of the common stock of MGM Resorts on May 16, 2011 was $14.35. 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 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 price of the common stock of MGM Resorts has experienced significant fluctuations. The historical performance of the common stock of MGM Resorts should not be taken as an indication of future performance, and no assurance can be given as to the closing prices of the common stock of MGM Resorts during the term of the notes. We cannot give you assurance that the performance of the common stock of MGM Resorts will result in the return of any of your initial investment. We make no representation as to the amount of dividends, if any, that MGM Resorts 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 common stock of MGM Resorts.


JPMorgan Structured Investments —
Reverse Exchangeable Notes Each Linked to the Common Stock or American Depositary Shares of a Different Single Reference Stock Issuer

 TS-8

Examples of Hypothetical Payment at Maturity for a $1,000 Investment in the Notes Linked to the Common Stock of MGM Resorts

The following table illustrates hypothetical payments at maturity on a $1,000 investment in the notes linked to the common stock of MGM Resorts, based on a range of hypothetical Final Share Prices of the Reference Stock and assuming that the closing price of the Reference Stock declines in the manner set forth in the columns titled “Hypothetical lowest closing price during the Monitoring Period” and "Hypothetical lowest closing price expressed as a percentage of Initial Share Price during the Monitoring Period." 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:

$14.35

• the Protection Amount (in U.S. dollars): $2.87

• the Interest Rate:

7.75% (equivalent to 15.50% per annum)

• the Protection Amount: 20.00%

Hypothetical
lowest
closing price
during the
Monitoring
Period

Hypothetical lowest
closing price during
the Monitoring Period
expressed as a
percentage of Initial
Share Price

Hypothetical
Final Share
Price

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

Payment at Maturity

Total Value of
Payment
Received at
Maturity**

$14.35

100%

$28.70

200%

$1,000.00

$1,000.00

$7.18

50%

$15.07

105%

$1,000.00

$1,000.00

$14.35

100%

$14.35

100%

$1,000.00

$1,000.00

$11.48

80%

$11.48

80%

$1,000.00

$1,000.00

$7.18

50%

$13.63

95%

69 shares of the
Reference Stock or the
Cash Value thereof

$950.00

$7.18

50%

$7.18

50%

69 shares of the
Reference Stock or the
Cash Value thereof

$500.00

$3.59

25%

$3.59

25%

69 shares of the
Reference Stock or the
Cash Value thereof

$250.00

$0.00

0%

$0.00

0%

69 shares of the
Reference Stock or the
Cash Value thereof

$0.00

** Note that you will receive at maturity any accrued and unpaid interest in cash, in addition to either shares of the Reference Stock (or, at our election, the Cash Value thereof) or the principal amount of your note in cash. Also note that if you receive the Physical Delivery Amount, the total value of payment received at maturity shown in the table above includes the value of any fractional shares, which will be paid in cash.

The following examples illustrate how the total value of payments received at maturity set forth in the table above are calculated.

Example 1: The lowest closing price of the Reference Stock during the Monitoring Period was $7.18 but the Final Share Price is $15.07. Because the Final Share Price of $15.07 is greater than the Initial Share Price of $14.35, you will receive a payment at maturity of $1,000 per $1,000 principal amount note.

Example 2: The lowest closing price of the Reference Stock during the Monitoring Period was $7.18 and the Final Share Price is $13.63. Because the Final Share Price of $13.63 is less than the Initial Share Price of $14.35 and the closing price of the Reference Stock declined by more than the Protection Amount on at least one day during the Monitoring Period, you will receive the Physical Delivery Amount, or at our election, the Cash Value thereof, at maturity. Because the Final Share Price of the Reference Stock is $13.63, the total value of your final payment at maturity, whether in cash or shares of the Reference Stock, is $950.00.

Example 3: The closing price of the Reference Stock does not decline, as compared with the Initial Share Price, by more than the Protection Amount on any day during the Monitoring Period prior to the Observation Date. However, the closing price of the Reference Stock on the Observation Date is $7.18, a decline of more than the Protection Amount. Because the Final Share Price of $7.18 is less than the Initial Share Price of $14.35 and the Final Share Price has declined by more than the Protection Amount, you will receive the Physical Delivery Amount, or at our election, the Cash Value thereof, at maturity. Because the Final Share Price of the Reference Stock is $7.18, the total value of your final payment at maturity, whether in cash or shares of the Reference Stock, is $500.00.

Example 4: The Final Share Price of $11.48 is less than the Initial Share Price of $14.35 but does not decline by more than the Protection Amount and the closing price of the Reference Stock does not decline by more than the Protection Amount on any day during the Monitoring Period. Because the closing price of the Reference Stock has not declined by more than the Protection Amount, you will receive a payment at maturity of $1,000 per $1,000 principal amount note, even though the Final Share Price of $11.48 is less than the Initial Share Price of $14.35.

Regardless of the performance of the Reference Stock or the payment you receive at maturity, you will receive interest payments, for each $1,000 principal amount note, in the aggregate amount of approximately $77.50 over the term of the notes. If we had priced the notes on May 16, 2011, you would have received 69 shares of the Reference Stock or, at our election, the Cash Value thereof, at maturity, provided the Final Share Price declined from the Initial Share Price and the closing price of the Reference Stock declined by more than the Protection Amount from the Initial Share Price on at least one day during the Monitoring Period. The actual number of shares of the Reference Stock, or the Cash Value thereof, 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 closing price of the Reference Stock on the Pricing Date.


JPMorgan Structured Investments —
Reverse Exchangeable Notes Each Linked to the Common Stock or American Depositary Shares of a Different Single Reference Stock Issuer

 TS-9

Freeport-McMoRan Copper & Gold Inc. (“Freeport-McMoRan”)

According to its publicly available filings with the SEC, Freeport-McMoRan is a copper, gold and molybdenum mining company, with its principal asset located in the Grasberg minerals district of Indonesia, with additional mines in North and South America. The common stock of Freeport-McMoRan, par value $0.10 per share, is listed on the New York Stock Exchange, which we refer to as the Relevant Exchange for purposes of Freeport-McMoRan in the accompanying product supplement no. 34-A-II. Freeport-McMoRan’s SEC file number is 001-11307.

Historical Information of the Common Stock of Freeport-McMoRan

The following graph sets forth the historical performance of the common stock of Freeport-McMoRan based on the weekly closing price (in U.S. dollars) of the common stock of Freeport-McMoRan from January 6, 2006 through May 13, 2011. The closing price of the common stock of Freeport-McMoRan on May 16, 2011 was $47.35. The historical prices of Freeport-McMoRan set forth in the graph below have been adjusted for a 2-for-1 stock split that began trading ex-dividend on February 2, 2011.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 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 price of the common stock of Freeport-McMoRan has experienced significant fluctuations. The historical performance of the common stock of Freeport-McMoRan should not be taken as an indication of future performance, and no assurance can be given as to the closing prices of the common stock of Freeport-McMoRan during the term of the notes. We cannot give you assurance that the performance of the common stock of Freeport-McMoRan will result in the return of any of your initial investment. We make no representation as to the amount of dividends, if any, that Freeport-McMoRan 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 common stock of Freeport-McMoRan.


JPMorgan Structured Investments —
Reverse Exchangeable Notes Each Linked to the Common Stock or American Depositary Shares of a Different Single Reference Stock Issuer

 TS-10

Examples of Hypothetical Payment at Maturity for a $1,000 Investment in the Notes Linked to the Common Stock of Freeport-McMoRan

The following table illustrates hypothetical payments at maturity on a $1,000 investment in the notes linked to the common stock of Freeport-McMoRan, based on a range of hypothetical Final Share Prices of the Reference Stock and assuming that the closing price of the Reference Stock declines in the manner set forth in the columns titled “Hypothetical lowest closing price during the Monitoring Period” and "Hypothetical lowest closing price expressed as a percentage of Initial Share Price during the Monitoring Period." 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:

$47.35

• the Protection Amount (in U.S. dollars): $9.47

• the Interest Rate:

6.625% (equivalent to 13.25% per annum)

• the Protection Amount: 20.00%

Hypothetical
lowest
closing price
during the
Monitoring
Period

Hypothetical lowest
closing price during
the Monitoring Period
expressed as a
percentage of Initial
Share Price

Hypothetical
Final Share
Price

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

Payment at Maturity

Total Value of
Payment
Received at
Maturity**

$47.35

100%

$94.70

200%

$1,000.00

$1,000.00

$23.68

50%

$49.72

105%

$1,000.00

$1,000.00

$47.35

100%

$47.35

100%

$1,000.00

$1,000.00

$37.88

80%

$37.88

80%

$1,000.00

$1,000.00

$23.68

50%

$44.98

95%

21 shares of the
Reference Stock or the
Cash Value thereof

$950.00

$23.68

50%

$23.68

50%

21 shares of the
Reference Stock or the
Cash Value thereof

$500.00

$11.84

25%

$11.84

25%

21 shares of the
Reference Stock or the
Cash Value thereof

$250.00

$0.00

0%

$0.00

0%

21 shares of the
Reference Stock or the
Cash Value thereof

$0.00

** Note that you will receive at maturity any accrued and unpaid interest in cash, in addition to either shares of the Reference Stock (or, at our election, the Cash Value thereof) or the principal amount of your note in cash. Also note that if you receive the Physical Delivery Amount, the total value of payment received at maturity shown in the table above includes the value of any fractional shares, which will be paid in cash.

The following examples illustrate how the total value of payments received at maturity set forth in the table above are calculated.

Example 1: The lowest closing price of the Reference Stock during the Monitoring Period was $23.68 but the Final Share Price is $49.72. Because the Final Share Price of $49.72 is greater than the Initial Share Price of $47.35, you will receive a payment at maturity of $1,000 per $1,000 principal amount note.

Example 2: The lowest closing price of the Reference Stock during the Monitoring Period was $23.68 and the Final Share Price is $44.98. Because the Final Share Price of $44.98 is less than the Initial Share Price of $47.35 and the closing price of the Reference Stock declined by more than the Protection Amount on at least one day during the Monitoring Period, you will receive the Physical Delivery Amount, or at our election, the Cash Value thereof, at maturity. Because the Final Share Price of the Reference Stock is $44.98, the total value of your final payment at maturity, whether in cash or shares of the Reference Stock, is $950.00.

Example 3: The closing price of the Reference Stock does not decline, as compared with the Initial Share Price, by more than the Protection Amount on any day during the Monitoring Period prior to the Observation Date. However, the closing price of the Reference Stock on the Observation Date is $23.68, a decline of more than the Protection Amount. Because the Final Share Price of $23.68 is less than the Initial Share Price of $47.35 and the Final Share Price has declined by more than the Protection Amount, you will receive the Physical Delivery Amount, or at our election, the Cash Value thereof, at maturity. Because the Final Share Price of the Reference Stock is $23.68, the total value of your final payment at maturity, whether in cash or shares of the Reference Stock, is $500.00.

Example 4: The Final Share Price of $37.88 is less than the Initial Share Price of $47.35 but does not decline by more than the Protection Amount and the closing price of the Reference Stock does not decline by more than the Protection Amount on any day during the Monitoring Period. Because the closing price of the Reference Stock has not declined by more than the Protection Amount, you will receive a payment at maturity of $1,000 per $1,000 principal amount note, even though the Final Share Price of $37.88 is less than the Initial Share Price of $47.35.

Regardless of the performance of the Reference Stock or the payment you receive at maturity, you will receive interest payments, for each $1,000 principal amount note, in the aggregate amount of approximately $66.25 over the term of the notes. If we had priced the notes on May 16, 2011, you would have received 21 shares of the Reference Stock or, at our election, the Cash Value thereof, at maturity, provided the Final Share Price declined from the Initial Share Price and the closing price of the Reference Stock declined by more than the Protection Amount from the Initial Share Price on at least one day during the Monitoring Period. The actual number of shares of the Reference Stock, or the Cash Value thereof, 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 closing price of the Reference Stock on the Pricing Date.


JPMorgan Structured Investments —
Reverse Exchangeable Notes Each Linked to the Common Stock or American Depositary Shares of a Different Single Reference Stock Issuer

 TS-11

Supplemental Plan of Distribution

If the notes linked to the ADSs of Baidu priced today, JPMS, acting as agent for JPMorgan Chase & Co., would receive a commission of approximately $35.00 per $1,000 principal amount note and would use a portion of that commission to allow selling concessions to other affiliated or unaffiliated dealers of approximately $15.00 per $1,000 principal amount note. This commission will include the projected profits that our affiliates expect to realize, some of which may be allowed to other unaffiliated dealers, for assuming risks inherent in hedging our obligations under the notes. The concessions of approximately $15.00 include concessions to be allowed to selling dealers and concessions to be allowed to any arranging dealer. The actual commission received by JPMS may be more or less than $35.00 and will depend on market conditions on the Pricing Date. In no event will the commission received by JPMS, which includes concessions and other amounts to be paid to other dealers, exceed $60.00 per $1,000 principal amount note.

If the notes linked to the common stock of Goodyear Tire priced today, JPMS, acting as agent for JPMorgan Chase & Co., would receive a commission of approximately $35.00 per $1,000 principal amount note and would use a portion of that commission to allow selling concessions to other affiliated or unaffiliated dealers of approximately $15.00 per $1,000 principal amount note. This commission will include the projected profits that our affiliates expect to realize, some of which may be allowed to other unaffiliated dealers, for assuming risks inherent in hedging our obligations under the notes. The concessions of approximately $15.00 include concessions to be allowed to selling dealers and concessions to be allowed to any arranging dealer. The actual commission received by JPMS may be more or less than $35.00 and will depend on market conditions on the Pricing Date. In no event will the commission received by JPMS, which includes concessions and other amounts to be paid to other dealers, exceed $60.00 per $1,000 principal amount note.

If the notes linked to the common stock of MGM Resorts priced today, JPMS, acting as agent for JPMorgan Chase & Co., would receive a commission of approximately $35.00 per $1,000 principal amount note and would use a portion of that commission to allow selling concessions to other affiliated or unaffiliated dealers of approximately $15.00 per $1,000 principal amount note. This commission will include the projected profits that our affiliates expect to realize, some of which may be allowed to other unaffiliated dealers, for assuming risks inherent in hedging our obligations under the notes. The concessions of approximately $15.00 include concessions to be allowed to selling dealers and concessions to be allowed to any arranging dealer. The actual commission received by JPMS may be more or less than $35.00 and will depend on market conditions on the Pricing Date. In no event will the commission received by JPMS, which includes concessions and other amounts to be paid to other dealers, exceed $60.00 per $1,000 principal amount note.

If the notes linked to the common stock of Freeport-McMoRan priced today, JPMS, acting as agent for JPMorgan Chase & Co., would receive a commission of approximately $35.00 per $1,000 principal amount note and would use a portion of that commission to allow selling concessions to other affiliated or unaffiliated dealers of approximately $15.00 per $1,000 principal amount note. This commission will include the projected profits that our affiliates expect to realize, some of which may be allowed to other unaffiliated dealers, for assuming risks inherent in hedging our obligations under the notes. The concessions of approximately $15.00 include concessions to be allowed to selling dealers and concessions to be allowed to any arranging dealer. The actual commission received by JPMS may be more or less than $35.00 and will depend on market conditions on the Pricing Date. In no event will the commission received by JPMS, which includes concessions and other amounts to be paid to other dealers, exceed $60.00 per $1,000 principal amount note.

The total aggregate principal amount of any series of notes being offered by this term sheet may not be purchased by investors in the applicable offering. Under these circumstances, JPMS will retain the unsold portion of the applicable offering and has agreed to hold such notes for investment for a period of at least 30 days. The unsold portion of any series of notes will not exceed 15% of the aggregate principal amount of those notes. Any unsold portion may affect the supply of applicable notes available for secondary trading and, therefore, could adversely affect the price of the applicable notes in the secondary market. Circumstances may occur in which our interests or those of our affiliates could be in conflict with your interests.

See “Plan of Distribution (Conflicts of Interest)” beginning on page PS-37 of the accompanying product supplement no. 34-A-II.


JPMorgan Structured Investments —
Reverse Exchangeable Notes Each Linked to the Common Stock or American Depositary Shares of a Different Single Reference Stock Issuer

 TS-12