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 June 15, 2011; Rule 433

Structured 
Investments 

      $
Upside Auto Callable Single Observation Reverse Exchangeable Notes due June 29, 2012
Each Linked to the Common Stock of a Different Single Reference Stock Issuer

General

Key Terms

Automatic Call:

If on any of the four (4) Call Dates, the closing price of the applicable Reference Stock is greater than the applicable 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.

Pricing Date:

On or about June 28, 2011

Settlement Date:

On or about June 30, 2011

Call Dates*:

September 27, 2011 (first Call Date), December 27, 2011 (second Call Date), March 27, 2012 (third Call Date) and June 26, 2012 (final Call Date, which is also the Observation Date)

Call Settlement Dates*:

September 30, 2011 (first Call Settlement Date), December 30, 2011 (second Call Settlement Date), March 30, 2012 (third Call Settlement Date) and June 29, 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:

June 26, 2012*

Maturity Date:

June 29, 2012*

Interest Payment Dates:

Interest on the notes will be payable monthly in arrears on the last calendar day of each month, except for the final monthly interest payment, which will be payable on the Maturity Date (each such day, an “Interest Payment Date”), commencing July 31, 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 applicable 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 applicable Final Share Price is less than the applicable Initial Share Price by more than the applicable Protection Amount. If the notes are not automatically called and the applicable Final Share Price is less than the applicable Initial Share Price by more than the applicable Protection Amount, 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.

Other Key Terms:

See “Additional Key Terms” on page TS-1 of this term sheet.

 

 

 

Interest Rate

 

 

 

 

Hypothetical
Tax Allocation of
Monthly Coupon††

Reference
Stock
Issuer

Page
Number

Ticker
Symbol

If Not
Automatically
Called

If Automatically Called on

Protection
Amount

Initial
Share
Price

CUSIP

Approximate
Monthly
Coupon

Interest
on
Deposit

Put
Premium

First Call
Date

Second
Call Date

Third Call
Date

Fourth
Call Date

Bank of
America
Corporation

TS-4

BAC

At least
10.00%
per annum

At least
2.50%

At least
5.00%

At least
7.50%

At least
10.00%

20.00% of
the Initial
Share
Price

 

48125XVP8

$8.33

8.20%

91.80%

(in each case equivalent to 10.00% per annum)

United
States Steel
Corporation

TS-6

X

At least
11.50% per
annum

At least
2.875%

At least
5.75%

At least
8.625%

At least
11.50%

20.00% of
the Initial
Share
Price

 

48125XVQ6

$9.58

7.13%

92.87%

(in each case equivalent to 11.50% per annum)

* 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

The actual interest rate will be determined on the pricing date.

†† 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. 108-A-III under “Certain U.S. Federal Income Tax Consequences” on page PS-35. The allocations presented herein were determined as of June 15, 2011; the actual allocations will be determined as of the Pricing Date and may differ.

Investing in the Upside Auto Callable Single Observation 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-2 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 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 either of the two (2) 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.

June 15, 2011

Additional Terms Specific to Each Note Offering

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.

This term sheet relates to two (2) 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 either of the two (2) note offerings or, at your election, in both of the offerings. 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 withdraw, cancel or modify either offering and to reject orders in whole or in part. 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. 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 Stocks) 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. 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” and “our” refer to JPMorgan Chase & Co.

Additional Key Terms

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:

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

Initial Share Price:

The closing price of the applicable Reference Stock on the Pricing Date. The applicable 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. 108-A-III for further information about these adjustments.

Final Share Price:

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

Selected Purchase Considerations


JPMorgan Structured Investments — TS-1
Upside Auto Callable Single Observation Reverse Exchangeable Notes Each Linked to the Common Stock of a Different Single Reference Stock Issuer

Selected Risk Considerations

An investment in the notes involves significant risks. Investing in the notes is not equivalent to investing directly in the applicable Reference Stocks. 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-2
Upside Auto Callable Single Observation Reverse Exchangeable Notes Each Linked to the Common Stock of a Different Single Reference Stock Issuer

JPMorgan Structured Investments — TS-3
Upside Auto Callable Single Observation Reverse Exchangeable Notes Each Linked to the Common Stock of a Different Single Reference Stock Issuer

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 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-20 of the accompanying product supplement no. 108-A-III for more information.

Bank of America Corporation (“Bank of America”)

According to its publicly available filings with the SEC, Bank of America provides a full range of banking, investing, asset management and other financial and risk management products and services. The common stock of Bank of America, 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 Bank of America in the accompanying product supplement no. 108-A-III. Bank of America’s SEC file number is 001-06523.

Historical Information Regarding the Common Stock of Bank of America

The following graph sets forth the historical performance of the common stock of Bank of America based on the weekly closing price (in U.S. dollars) of the common stock of Bank of America from January 6, 2006 through June 10, 2011. The closing price of the common stock of Bank of America on June 14, 2011 was $10.80. 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 closing price of the common stock of Bank of America has experienced significant fluctuations. The historical performance of the common stock of Bank of America 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 Bank of America on the Call Dates or the Observation Date. We cannot give you assurance that the performance of the common stock of Bank of America will result in the return of any of your initial investment. We make no representation as to the amount of dividends, if any, that Bank of America 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 Bank of America.


JPMorgan Structured Investments — TS-4
Upside Auto Callable Single Observation Reverse Exchangeable Notes Each Linked to the Common Stock of a Different Single Reference Stock Issuer

Examples of Hypothetical Payments at Maturity for Each $1,000 Investment in the Notes Linked to the Common Stock of Bank of America

The following table illustrates hypothetical payments at maturity or upon an automatic call on a $1,000 investment in the notes linked to the common stock of Bank of America, 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:

$10.80

• the Protection Amount (in U.S. dollars): $2.16

• the Interest Rate:

10.00% per annum if the note is held to maturity

 

2.50% (equivalent to 10.00% per annum) if the note is automatically called on the first Call Date

 

5.00% (equivalent to 10.00% per annum) if the note is automatically called on the second Call Date

 

7.50% (equivalent to 10.00% per annum) if the note is automatically called on the third Call Date

 

10.00% (equivalent to 10.00% 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 at
Maturity**

Payment on the
applicable Call
Settlement Date**

Total Value of
Payment Received
at Maturity or on
the applicable Call
Settlement Date**

$21.60

N/A

N/A

N/A

$1,000.00

$1,000.00

$16.20

N/A

N/A

N/A

$1,000.00

$1,000.00

$13.50

N/A

N/A

N/A

$1,000.00

$1,000.00

$11.34

N/A

N/A

N/A

$1,000.00

$1,000.00

$10.80

$10.80

100.00%

$1,000.00

N/A

$1,000.00

$10.80

$10.26

95.00%

$1,000.00

N/A

$1,000.00

$9.72

$8.64

80.00%

$1,000.00

N/A

$1,000.00

$9.18

$7.02

65.00%

92 shares of the
Reference Stock or
the Cash Value
thereof

N/A

$650.00

$7.02

$5.40

50.00%

92 shares of the
Reference Stock or
the Cash Value
thereof

N/A

$500.00

$5.40

$2.70

25.00%

92 shares of the
Reference Stock or
the Cash Value
thereof

N/A

$250.00

$3.24

$0.00

0.00%

92 shares of the
Reference Stock or
the Cash Value
thereof

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, either shares of the Reference Stock (or, at our election, the Cash Value thereof) or the principal amount of your note in cash or (2) on the applicable Call Settlement Date, $1,000 in cash. Also note that if you receive the Physical Delivery Amount at maturity, 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 or on 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 $11.34. Because the closing price of the Reference Stock of $11.34 on the first Call Date is greater than the Initial Share Price of $10.80, 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 $10.80, and the Final Share Price is $10.26. Because the highest closing price of the Reference Stock of $10.80 on any of the Call Dates is not greater than the Initial Share Price of $10.80, the notes are not automatically called. Because the Final Share Price of $10.26 is less than the Initial Share Price of $10.80 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 $7.02, and the Final Share Price is $5.40, a decline of more than the Protection Amount. Because the highest closing price of the Reference Stock of $7.02 on any of the Call Dates is not greater than the Initial Share Price of $10.80, the notes are not automatically called. Because the Final Share Price of $5.40 is less than the Initial Share Price of $10.80 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 $5.40 the total value of your final payment at maturity, whether in cash or shares of the Reference Stock, 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 $100.00 over the term of the notes or (2) if the notes are automatically called: (i) at least $25.00 if called on the first Call Date from the issue date to but excluding the first Call Settlement Date, (ii) at least $50.00 if called on the second Call Date from the issue date to but excluding the second Call Settlement Date; (iii) at least $75.00 if called on the third Call Date from the issue date to but excluding the third Call Settlement Date or (iv) at least $100.00 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 10.00% per annum. If the notes are held to maturity, 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 Initial Share Price.

These 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 payouts shown above would likely be lower.


JPMorgan Structured Investments — TS-5
Upside Auto Callable Single Observation Reverse Exchangeable Notes Each Linked to the Common Stock of a Different Single Reference Stock Issuer

United States Steel Corporation (“U.S. Steel”)

According to its publicly available filings with the SEC, U.S. Steel is an integrated steel producer of flat-rolled and tubular products. U.S. Steel is also engaged in other business activities consisting primarily of transportation services (railroad and barge operations) and real estate operations. The common stock of U.S. Steel, par value $1.00 per share, is listed on the New York Stock Exchange, which we refer to as the Relevant Exchange for purposes of U.S. Steel in the accompanying product supplement no. 108-A-III. U.S. Steel’s SEC file number is 001-16811.

Historical Information Regarding the Common Stock of U.S. Steel

The following graph sets forth the historical performance of the common stock of U.S. Steel based on the weekly closing price (in U.S. dollars) of the common stock of U.S. Steel from January 6, 2006 through June 10, 2011. The closing price of the common stock of U.S. Steel on June 14, 2011 was $43.19. 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 closing price of the common stock of U.S. Steel has experienced significant fluctuations. The historical performance of the common stock of U.S. Steel 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 U.S. Steel on the Call Dates or the Observation Date. We cannot give you assurance that the performance of the common stock of U.S. Steel will result in the return of any of your initial investment. We make no representation as to the amount of dividends, if any, that U.S. Steel 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 U.S. Steel. 

 


JPMorgan Structured Investments — TS-6
Upside Auto Callable Single Observation Reverse Exchangeable Notes Each Linked to the Common Stock of a Different Single Reference Stock Issuer

Examples of Hypothetical Payments at Maturity for Each $1,000 Investment in the Notes Linked to the Common Stock of U.S. Steel

The following table illustrates hypothetical payments at maturity or upon an automatic call on a $1,000 investment in the notes linked to the common stock of U.S. Steel, 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:

$43.00

• the Protection Amount (in U.S. dollars): $8.60

• the Interest Rate:

11.50% per annum if the note is held to maturity

 

2.875% (equivalent to 11.50% per annum) if the note is automatically called on the first Call Date

 

5.75% (equivalent to 11.50% per annum) if the note is automatically called on the second Call Date

 

8.625% (equivalent to 11.50% per annum) if the note is automatically called on the third Call Date

 

11.50% (equivalent to 11.50% 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 at
Maturity**

Payment on the
applicable Call
Settlement Date**

Total Value of
Payment Received
at Maturity or on
the applicable Call
Settlement Date**

$86.00

N/A

N/A

N/A

$1,000.00

$1,000.00

$64.50

N/A

N/A

N/A

$1,000.00

$1,000.00

$53.75

N/A

N/A

N/A

$1,000.00

$1,000.00

$45.15

N/A

N/A

N/A

$1,000.00

$1,000.00

$43.00

$43.00

100.00%

$1,000.00

N/A

$1,000.00

$43.00

$40.85

95.00%

$1,000.00

N/A

$1,000.00

$38.70

$34.40

80.00%

$1,000.00

N/A

$1,000.00

$36.55

$27.95

65.00%

23 shares of the
Reference Stock or
the Cash Value
thereof

N/A

$650.00

$27.95

$21.50

50.00%

23 shares of the
Reference Stock or
the Cash Value
thereof

N/A

$500.00

$21.50

$10.75

25.00%

23 shares of the
Reference Stock or
the Cash Value
thereof

N/A

$250.00

$12.90

$0.00

0.00%

23 shares of the
Reference Stock or
the Cash Value
thereof

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, either shares of the Reference Stock (or, at our election, the Cash Value thereof) or the principal amount of your note in cash or (2) on the applicable Call Settlement Date, $1,000 in cash. Also note that if you receive the Physical Delivery Amount at maturity, 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 or on 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 $45.15. Because the closing price of the Reference Stock of $45.15 on the first Call Date is greater than the Initial Share Price of $43.00, 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 $43.00, and the Final Share Price is $40.85. Because the highest closing price of the Reference Stock of $43.00 on any of the Call Dates is not greater than the Initial Share Price of $43.00, the notes are not automatically called. Because the Final Share Price of $40.85 is less than the Initial Share Price of $43.00 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 $27.95, and the Final Share Price is $21.50, a decline of more than the Protection Amount. Because the highest closing price of the Reference Stock of $27.95 on any of the Call Dates is not greater than the Initial Share Price of $43.00, the notes are not automatically called. Because the Final Share Price of $21.50 is less than the Initial Share Price of $43.00 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 $21.50 the total value of your final payment at maturity, whether in cash or shares of the Reference Stock, 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 $115.00 over the term of the notes or (2) if the notes are automatically called: (i) at least $28.75 if called on the first Call Date from the issue date to but excluding the first Call Settlement Date, (ii) at least $57.50 if called on the second Call Date from the issue date to but excluding the second Call Settlement Date; (iii) at least $86.25 if called on the third Call Date from the issue date to but excluding the third Call Settlement Date or (iv) at least $115.00 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 11.50% per annum. If the notes are held to maturity, 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 Initial Share Price.

These 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 payouts shown above would likely be lower.


JPMorgan Structured Investments — TS-7
Upside Auto Callable Single Observation Reverse Exchangeable Notes Each Linked to the Common Stock of a Different Single Reference Stock Issuer

Supplemental Plan of Distribution

If the notes linked to the common stock of Bank of America priced today, JPMS, acting as agent for JPMorgan Chase & Co., would receive a commission of approximately $37.50 per $1,000 principal amount note and would use a portion of that commission to allow selling concessions to other dealers of approximately $26.25 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 others dealers, for assuming risks inherent in hedging our obligations under the notes. The concessions of approximately $26.25 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 $37.50 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 U.S. Steel priced today, JPMS, acting as agent for JPMorgan Chase & Co., would receive a commission of approximately $39.50 per $1,000 principal amount note and would use a portion of that commission to allow selling concessions to other dealers of approximately $27.25 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 others dealers, for assuming risks inherent in hedging our obligations under the notes. The concessions of approximately $27.25 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 $39.50 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-40 of the accompanying product supplement no. 108-A-III.


JPMorgan Structured Investments — TS-8
Upside Auto Callable Single Observation Reverse Exchangeable Notes Each Linked to the Common Stock of a Different Single Reference Stock Issuer