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0000891092-12-002145.txt : 201204130000891092-12-002145.hdr.sgml : 2012041320120412193444ACCESSION NUMBER:0000891092-12-002145CONFORMED SUBMISSION TYPE:FWPPUBLIC DOCUMENT COUNT:6FILED AS OF DATE:20120413DATE AS OF CHANGE:20120412

SUBJECT COMPANY:

COMPANY DATA:COMPANY CONFORMED NAME:JPMORGAN CHASE & COCENTRAL INDEX KEY:0000019617STANDARD INDUSTRIAL CLASSIFICATION:NATIONAL COMMERCIAL BANKS [6021]IRS NUMBER:132624428STATE OF INCORPORATION:DEFISCAL YEAR END:1231

FILING VALUES:FORM TYPE:FWPSEC ACT:1934 ActSEC FILE NUMBER:333-177923FILM NUMBER:12757302

BUSINESS ADDRESS:STREET 1:270 PARK AVESTREET 2:38TH FLCITY:NEW YORKSTATE:NYZIP:10017BUSINESS PHONE:2122706000

MAIL ADDRESS:STREET 1:270 PARK AVENUECITY:NEW YORKSTATE:NYZIP:10017

FORMER COMPANY:FORMER CONFORMED NAME:J P MORGAN CHASE & CODATE OF NAME CHANGE:20010102

FORMER COMPANY:FORMER CONFORMED NAME:CHASE MANHATTAN CORP /DE/DATE OF NAME CHANGE:19960402

FORMER COMPANY:FORMER CONFORMED NAME:CHEMICAL BANKING CORPDATE OF NAME CHANGE:19920703

FILED BY:

COMPANY DATA:COMPANY CONFORMED NAME:JPMORGAN CHASE & COCENTRAL INDEX KEY:0000019617STANDARD INDUSTRIAL CLASSIFICATION:NATIONAL COMMERCIAL BANKS [6021]IRS NUMBER:132624428STATE OF INCORPORATION:DEFISCAL YEAR END:1231

FILING VALUES:FORM TYPE:FWP

BUSINESS ADDRESS:STREET 1:270 PARK AVESTREET 2:38TH FLCITY:NEW YORKSTATE:NYZIP:10017BUSINESS PHONE:2122706000

MAIL ADDRESS:STREET 1:270 PARK AVENUECITY:NEW YORKSTATE:NYZIP:10017

FORMER COMPANY:FORMER CONFORMED NAME:J P MORGAN CHASE & CODATE OF NAME CHANGE:20010102

FORMER COMPANY:FORMER CONFORMED NAME:CHASE MANHATTAN CORP /DE/DATE OF NAME CHANGE:19960402

FORMER COMPANY:FORMER CONFORMED NAME:CHEMICAL BANKING CORPDATE OF NAME CHANGE:19920703

FWP1e48087fwp.htmTERM SHEET

Term sheet
To prospectus dated November 14, 2011,
prospectus supplement dated November 14, 2011,
product supplement no. 8-I dated November 14, 2011 and
underlying supplement no. 1-I dated November 14, 2011
Term Sheet to
Product Supplement No. 8-I
Registration Statement No. 333-177923
Dated April 12, 2012; Rule 433

Structured
Investments

$
8.50%* per annum Auto Callable Yield Notes due April 23, 2013
Linked to the Lesser Performing of the S&P 500 Index and the Russell 2000 Index


General

The notes are designed for investors who seek a higher interest ratethan the current yield on a conventional debt security with the same maturity issued by us or an issuer with a comparable creditrating. Investors should be willing to forgo the potential to participate in the appreciation of either the S&P 500Index or the Russell 2000 Index and to forgo dividend payments. Investors should be willing to assume the riskthat they will receive less interest if the notes are automatically called and the risk that, if the notes are not automaticallycalled, they may lose some or all of their principal at maturity.

The notes will pay at least 8.50%* per annum interest over the termof the notes, assuming no automatic call, payable at a rate of at least 0.70833%* per month. However, the notes do notguarantee any return of principal at maturity. Instead, if the notes are not automatically called, the payment at maturitywill be based on the performance of the Lesser Performing Underlying and whether the closing level of either Underlying is lessthan its Starting Underlying Level by more than the Buffer Amount on any day during the Monitoring Period. Any payment on the notesis subject to the credit risk of JPMorgan Chase & Co.

The notes will be automatically called if the closing level of eachUnderlying on the relevant Call Date is greater than or equal to the applicable Starting Underlying Level. If the notes are automaticallycalled, payment on the applicable Call Settlement Date for each $1,000 principal amount note will be a cash payment of $1,000,plus any accrued and unpaid interest, as described below.

Senior unsecured obligations of JPMorgan Chase & Co. maturing April23, 2013**

The payment at maturity is notlinked to a basket composed of the Underlyings. The payment at maturity is linked to the performance of each of the Underlyingsindividually, as described below.

Minimum denominations of $1,000 and integral multiples thereof

The terms of the notes as set forth in Key Terms below,to the extent they differ from or conflict with those set forth in the accompanying product supplement no. 8-I, supersede the termsset forth in product supplement no. 8-I. In particular, notwithstanding anything to the contrary in product supplement no. 8-I,the notes will be automatically called if the closing level of each Underlying is greater than or equal to the applicable StartingUnderlying Level. See Key Terms Automatic Call below.

Key Terms

Underlyings: The S&P 500 Index and the Russell 2000 Index (each an Underlying, and collectively, the Underlyings)

Interest Rate:

At least 8.50%* per annum over the term of the notes, assuming no automatic call, payable at a rate of at least 0.70833%* per month.

*The actual Interest Rate will be determined on the Pricing Date and will not be less than 8.50% per annum.

Automatic Call: If on any Call Date, the closing level of each Underlying is greater than or equal to the applicable Starting Underlying Level, the notes will be automatically called on that Call Date.

Payment if Called: If the notes are automatically called, on the relevant 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.

Buffer Amount: With respect to each Underlying, an amount that represents 40.00% of the Starting Underlying Level of that Underlying

Pricing Date: On or about April 18, 2012

Settlement Date: On or about April 23, 2012

Observation Date**: April 18, 2013

Maturity Date**: April 23, 2013

CUSIP: 48125VVF4

Monitoring Period: The period from but excluding the Pricing Date to and including the Observation Date

Interest Payment Dates**: Interest on the notes will be payable monthly in arrears on the 23rd calendar day of each month, up to and including the final monthly interest payment, which will be payable on the Maturity Date or the relevant Call Settlement Date, as applicable (each such day, an Interest Payment Date), commencing May 23, 2012. 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 whether a Trigger Event has occurred and the performance of the Lesser Performing Underlying. 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:

(a) the Ending Underlying Level of any Underlying is less than the Starting Underlying Level of that Underlying; and

(b) a Trigger Event has occurred.

If the notes are not automatically called and the conditions described in (a) and (b) are satisfied, at maturity you will lose 1% of the principal amount of your notes for every 1% that the Ending Underlying Level of the Lesser Performing Underlying is less than the Starting Underlying Level of that Underlying. Under these circumstances, your payment at maturity per $1,000 principal amount note, in addition to any accrued and unpaid interest, will be calculated as follows:

$1,000 + ($1,000 Lesser Performing Underlying Return)

You will lose some or all of your principal at maturity if the notes are not automatically called and the conditions described in (a) and (b) are both satisfied.

Trigger Event: A Trigger Event occurs if, on any day during the Monitoring Period, the closing level of any Underlying is less than the Starting Underlying Level of that Underlying by more than the applicable Buffer Amount.

Underlying Return:

With respect to each Underlying, the Underlying Return is calculated as follows:

Ending Underlying Level Starting Underlying Level
Starting Underlying Level

Call Dates**: July 18, 2012 (first Call Date), October 18, 2012 (second Call Date) and January 17, 2013 (final Call Date)

Call Settlement Dates**: With respect to each Call Date, the first Interest Payment Date occurring after the Call Date

Other Key Terms: See Additional Key Terms on the next page.

**Subject to postponement as described under Description of Notes Payment at Maturity, Descriptionof Notes Interest Payments and Description of Notes Postponement of a Determination Date inthe accompanying product supplement no. 8-I.

Investing in the Auto Callable Yield Notes involves a numberof risks. See Risk Factors beginning on page PS-10 of the accompanying product supplement no. 8-I, Risk Factorsbeginning on page US-1 of the accompanying underlying supplement 1-I and Selected Risk Considerations beginning onpage TS-3 of this term sheet.

Neither the SEC nor any state securities commission has approvedor disapproved of the notes or passed upon the accuracy or the adequacy of this term sheet or the accompanying product supplement,underlying 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 estimated cost of hedging our obligations under the notes through one or more of our affiliates.

(2)If the notes priced today, J.P. Morgan Securities LLC, which we refer to as JPMS, acting as agent for JPMorgan Chase &Co., would receive a commission of approximately $14.50 per $1,000 principal amount note. This commission includes the projectedprofits that our affiliates expect to realize, some of which may be allowed to other unaffiliated dealers, for assuming risks inherentin hedging our obligations under the notes. The actual commission received by JPMS may be more or less than $14.50 and will dependon market conditions on the Pricing Date. In no event will the commission received by JPMS, which includes amounts that may beallowed to other dealers, exceed $20.00 per $1,000 principal amount note. See Plan of Distribution (Conflicts of Interest)beginning on page PS-48 of the accompanying product supplement no. 8-I.

The notes are not bank deposits and are not insuredby the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, abank.

April 12, 2012

Additional Terms Specific to the Notes

JPMorgan Chase & Co. has filed a registration statement(including a prospectus) with the Securities and Exchange Commission, or SEC, for the offering to which this term sheet relates.Before you invest, you should read the prospectus in that registration statement and the other documents relating to this offeringthat 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. 8-I, underlying supplement no. 1-I 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 timeprior 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 willnotify you and you will be asked to accept such changes in connection with your purchase. You may also choose to reject such changesin which case we may reject your offer to purchase.

You should read this term sheet together with the prospectusdated November 14, 2011, as supplemented by the prospectus supplement dated November 14, 2011 relating to our Series E medium-termnotes of which these notes are a part, and the more detailed information contained in product supplement no. 8-I dated November14, 2011 and underlying supplement no. 1-I dated November 14, 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 writtenmaterials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, samplestructures, 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. 8-I, as the notes involve risksnot associated with conventional debt securities.We urge you to consult your investment, legal, tax, accounting and otheradvisers before you invest in the notes.

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

Product supplement no. 8-I dated November 14, 2011:
http://www.sec.gov/Archives/edgar/data/19617/000089109211007604/e46186_424b2.pdf

Underlying supplement no. 1-I dated November 14, 2011:
http://www.sec.gov/Archives/edgar/data/19617/000089109211007615/e46154_424b2.pdf

Prospectus supplement dated November 14, 2011: http://www.sec.gov/Archives/edgar/data/19617/000089109211007578/e46180_424b2.pdf

Prospectus dated November 14, 2011: http://www.sec.gov/Archives/edgar/data/19617/000089109211007568/e46179_424b2.pdf

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 JPMorganChase & Co.

Additional Key Terms

Starting Underlying Level: With respect to each Underlying, the closing level of that Underlying on the Pricing Date

Ending Underlying Level: With respect to each Underlying, the closing level of that Underlying on the Observation Date

Lesser Performing Underlying: The Underlying with the Lesser Performing Underlying Return

Lesser Performing
Underlying Return: The lower of the Underlying Return of the S&P 500 Index and the Underlying Return of the Russell 2000 Index

JPMorgan Structured Investments
TS-1 Auto Callable Yield Notes Linked to the Lesser Performing of the S&P 500 Index and the Russell 2000Index

Selected Purchase Considerations

THE NOTES OFFER A HIGHER INTEREST RATE THAN THE YIELD ON DEBT SECURITIESOF COMPARABLE MATURITY ISSUED BY US OR AN ISSUER WITH A COMPARABLE CREDIT RATING Thenotes will pay interest at the Interest Rate specified on the cover of this term sheet, assuming no automatic call, which is higherthan the yield currently available on debt securities of comparable maturity issued by us or an issuer with a comparable creditrating. Because the notes are our senior unsecured obligations, payment of any amount on the notes is subject to our ability topay our obligations as they become due.

MONTHLY INTEREST PAYMENTS The notes offer monthly interestpayments as specified on the cover of this term sheet, assuming no automatic call. Interest will be payable monthly in arrearson the 23rd calendar day of each month, up to and including the final monthly interest payment, which will be payable on the MaturityDate or the relevant Call Settlement Date, as applicable (each such day, an Interest Payment Date), commencing May23, 2012. Interest will be payable to the holders of record at the close of business on the business day immediately precedingthe applicable Interest Payment Date (which may be a Call Settlement Date). If an Interest Payment Date is not a business day,payment will be made on the next business day immediately following such day, but no additional interest will accrue as a resultof the delayed payment. For example, the monthly Interest Payment Date for June 2012 is June 23, 2012, but because that day isnot a business day, payment of interest with respect to that Interest Payment Date will be made on June 25, 2012, the next succeedingbusiness day.

POTENTIAL EARLY EXIT AS A RESULT OF THE AUTOMATICCALL FEATURE If the closing level of each Underlying is greater than or equal to the applicable Starting UnderlyingLevel on any Call Date, your notes will be automatically called prior to the maturity date. Under these circumstances, on the relevantCall Settlement Date, for each $1,000 principal amount note, you will receive $1,000 plus accrued and unpaid interest to but excludingthat Call Settlement Date.

THE NOTES DO NOT GUARANTEE THE RETURN OF YOUR PRINCIPALIF THE NOTES ARE NOT AUTOMATICALLY CALLED If the notes are not automatically called, we will pay you your principalback at maturity only if a Trigger Event has not occurred or the Ending Underlying Level of each Underlying is not less than itsStarting Underlying Level. A Trigger Event occurs if, on any day during the Monitoring Period, the closing level of anyUnderlying is less than the Starting Underlying Level of such Underlying by more than the applicable Buffer Amount. However,if the notes are not automatically called, a Trigger Event has occurred and the Ending Underlying Level of either Underlying isless than the Starting Underlying Level of such Underlying, you could lose the entire principal amount of your notes.

EXPOSURE TO EACH OF THE UNDERLYINGS The return on thenotes is linked to the Lesser Performing Underlying, which will be either the S&P 500 Index or the Russell2000 Index.

The S&P 500 Indexconsists of 500 component stocks selected to provide a performance benchmark for the U.S. equity markets. For additional informationon the S&P 500 Index, see the information set forth under Equity Index Descriptions The S&P500 Index in the accompanying underlying supplement no. 1-I.

The Russell2000 Index consists of the middle 2,000 companies included in the Russell 3000E Index and, as a result ofthe index calculation methodology, consists of the smallest 2,000 companies included in the Russell 3000 Index.The Russell 2000 Index is designed to track the performance of the small capitalization segment of the U.S. equitymarket. For additional information on the Russell 2000 Index, see the information set forth under EquityIndex Descriptions The Russell 2000 Index in the accompanying underlying supplement no. 1-I.

TAX TREATMENT AS A UNIT COMPRISING A PUT OPTION AND A DEPOSIT You should review carefully the section entitled Material U.S. Federal Income Tax Consequences in the accompanyingproduct supplement no. 8-I. Based on the advice of Davis Polk & Wardwell LLP, our special tax counsel, and on current marketconditions, in determining our reporting responsibilities we intend to treat the notes for U.S. federalincome tax purposes as units each comprising: (x) a Put Option written by you that is terminated if an Automatic Call occurs andthat, if not terminated, in circumstances where the payment due at maturity is less than $1,000 (excluding accrued and unpaid interest),requires you to pay us an amount equal to $1,000 multiplied by the absolute value of the Lesser Performing Underlying Return and(y) a Deposit of $1,000 per $1,000 principal amount note to secure your potential obligation under the Put Option. By purchasingthe notes, you agree (in the absence of an administrative determination or judicial ruling to the contrary) to follow this treatmentand the allocation described in the following paragraph. However, there are other reasonable treatments that the InternalRevenue Service (the IRS) or a court may adopt, in which case the timing and character of any income or loss on thenotes could be significantly and adversely affected. In addition, in 2007 Treasury and the IRS released a notice requesting commentson the U.S. federal income tax treatment of prepaid forward contracts and similar instruments. While it is not clearwhether the notes would be viewed as similar to the typical prepaid forward contract described in the notice, it is possible thatany Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affectthe tax consequences of an investment in the notes, possibly with retroactive effect. The notice focuses on a number of issues,the most relevant of which for holders of the notes are the character of income or loss (including whether the Put Premium mightbe currently included as ordinary income) and the degree, if any, to which income realized by Non-U.S. Holders should be subjectto withholding tax.
We will determine the portion of each interest payment on the notes that we will allocate to interest on the Deposit and to PutPremium, respectively, and will provide that allocation in the pricing supplement for the notes. If the notes had priced on April12, 2012, we would have allocated approximately 8.94% of each interest payment to interest on the Deposit and the remainder toPut Premium. The actual allocation that we will determine for the notes may differ from this hypothetical allocation, and willdepend upon a variety of factors, including actual market conditions and our borrowing costs for debt instruments of comparablematurities on the Pricing Date. Assuming that the treatment of the notes as units each comprising a Put Option and a Deposit isrespected, amounts treated as interest on the Deposit will be taxed as ordinary income, while the Put Premium will not be takeninto account prior to sale or settlement, including a settlement following an Automatic Call.
Both U.S. and Non-U.S. Holders should consult their tax advisers regarding all aspects of the U.S. federal income tax consequencesof an investment in the notes, including possible alternative treatments and the issues presented by the 2007 notice. Purchasers who are not initial purchasers of notes at the issue price should also consult their tax advisers with respectto the tax consequences of an investment in the notes, including possible alternative treatments, as well as the allocation ofthe purchase price of the notes between the Deposit and the Put Option.

JPMorgan Structured Investments
TS-2 Auto Callable Yield Notes Linked to the Lesser Performing of the S&P 500 Index and the Russell 2000Index

Selected Risk Considerations

An investment in the notes involves significant risks. Investingin the notes is not equivalent to investing directly in either or both of the Underlyings or any of the equity securities includedin the Underlyings. These risks are explained in more detail in the Risk Factors section of the accompanying productsupplement no. 8-I dated November 14, 2011.

YOUR INVESTMENT IN THE NOTES MAY RESULT IN A LOSS The notes do not guarantee any return of principal. If the notes are not automatically called, we will pay you yourprincipal back at maturity only if a Trigger Event has not occurred or the Ending Underlying Level of each Underlying is equalto or greater than the Starting Underlying Level of such Underlying. If the notes are not automatically called, a Trigger Eventhas occurred and the Ending Underlying Level of either Underlying is less than the Starting Underlying Level of such Underlying,you will lose 1% of your principal amount at maturity for every 1% that the Ending Underlying Level of the Lesser Performing Underlyingis less than the Starting Underlying Level of such Underlying. Accordingly, you could lose up to the entire principal amountof your notes.

CREDIT RISK OF JPMORGAN CHASE & CO. The notes aresubject to the credit risk of JPMorgan Chase & Co. and our credit ratings and credit spreads may adversely affect the marketvalue of the notes. Investors are dependent on JPMorgan Chase & Co.s ability to pay all amounts due on the notes, andtherefore investors are subject to our credit risk and to changes in the markets view of our creditworthiness. Any declinein our credit ratings or increase in the credit spreads charged by the market for taking our credit risk is likely to adverselyaffect the value of the notes. If we were to default on our payment obligations, you may not receive any amounts owed to you underthe notes and you could lose your entire investment.

POTENTIAL CONFLICTS We and our affiliates play a varietyof roles in connection with the issuance of the notes, including acting as calculation agent and hedging our obligations underthe notes. In performing these duties, our economic interests and the economic interests of the calculation agent and otheraffiliates of ours are potentially adverse to your interests as an investor in the notes. In addition, our business activities,including hedging and trading activities, could cause our economic interests to be adverse to yours and could adversely affectany payment on the notes and the value of the notes. It is possible that hedging or trading activities of ours or our affiliatescould result in substantial returns for us or our affiliates while the value of the notes declines. Please refer to RiskFactors Risks Relating to the Notes Generally in the accompanying product supplement no. 8-I for additional informationabout these risks.

In addition, we are currently oneof the companies that make up the S&P 500 Index. We will not have any obligation to consider your interestsas a holder of the notes in taking any corporate action that might affect the value of the S&P 500 Index andthe notes.

YOUR RETURN ON THE NOTES IS LIMITED TO THE PRINCIPAL AMOUNT PLUSACCRUED INTEREST REGARDLESS OF ANY APPRECIATION IN THE VALUE OF EITHER UNDERLYING If thenotes are not automatically called, a Trigger Event has not occurred, and the Ending Underlying Level of either Underlyingis not below the Starting Underlying Level of such Underlying, for each $1,000 principal amount note, you will receive $1,000 atmaturity plus any accrued and unpaid interest, regardless of any appreciation in the value of either Underlying, which may be significant.If the notes are automatically called, for each $1,000 principal amount note, you will receive $1,000 on the relevant Call SettlementDate plus any accrued and unpaid interest, regardless of the appreciation in the value of the Underlyings, which may be significant.Accordingly, the return on the notes may be significantly less than the return on a direct investment in either Underlying duringthe term of the notes.

YOU ARE EXPOSED TO THE RISK OF DECLINE IN THE CLOSING LEVEL OF EACHUNDERLYING Your return on the notes and your payment at maturity, if any, is not linked to a basket consisting of theUnderlyings. If the notes are not automatically called, your payment at maturity is contingent upon the performance of each individualUnderlying such that you will be equally exposed to the risks related to both of the Underlyings. Poor performanceby either of the Underlyings over the term of the notes may negatively affect your payment at maturity and will not be offset ormitigated by positive performance by the other Underlying. Accordingly, your investment is subject to the risk of decline in theclosing level of each Underlying.

THE BENEFIT PROVIDED BY THE BUFFER AMOUNT MAY TERMINATE ON ANY DAYDURING THE TERM OF THE NOTES If, on any day during the Monitoring Period, the closing level of either Underlying isless than the Starting Underlying Level of such Underlying by more than the applicable Buffer Amount, a Trigger Event will occur,and you will be fully exposed to any depreciation in the Lesser Performing Underlying. We refer to this feature as a contingentbuffer. Under these circumstances, and if the Ending Underlying Level of either Underlying is less than the Starting UnderlyingLevel for such Underlying, you will lose 1% of the principal amount of your investment for every 1% that the Ending UnderlyingLevel of the Lesser Performing Underlying is less than the Starting Underlying Level. You will be subject to this potential lossof principal even if the relevant Underlying subsequently recovers such that the closing level is less than the Starting UnderlyingLevel of such Underlying by less than the Buffer Amount. If these notes had a non-contingent buffer feature, under the same scenario,you would have received the full principal amount of your notes plus accrued and unpaid interest at maturity. As a result, yourinvestment in the notes may not perform as well as an investment in a security with a return that includes a non-contingent buffer.

YOUR PAYMENT AT MATURITY MAY BE DETERMINED BY THE LESSER PERFORMINGUNDERLYING If the notes are not automatically called and a Trigger Event occurs, you will lose some or all of yourinvestment in the notes if the Ending Underlying Level of either Underlying is below its Starting Underlying Level. This will betrue even if the Ending Underlying Level of the other Underlying is greater than or equal to its Starting Underlying Level. Thetwo Underlyings respective performances may not be correlated and, as a result, if the notes are not automatically called,you may receive the principal amount of your notes at maturity only if there is a broad-based rise in the performance of U.S. equitiesacross diverse markets during the term of the notes.

THE AUTOMATIC CALL FEATURE MAY FORCE A POTENTIAL EARLY EXIT If the notes are automatically called, the amount of interest payable on the notes willbe less than the full amount of interest that would have been payable if the notes were held to maturity, and, for each $1,000principal amount note, you will receive $1,000 plus accrued and unpaid interest to but excluding the relevant Call SettlementDate.

JPMorgan Structured Investments
TS-3 Auto Callable Yield Notes Linked to the Lesser Performing of the S&P 500 Index and the Russell 2000Index

REINVESTMENT RISK If your notes are automatically called,the term of the notes may be reduced to as short as three months and you will not receive interest payments after the relevantCall Settlement Date. There is no guarantee that you would be able to reinvest the proceeds from an investment in the notes ata comparable return and/or with a comparable interest rate for a similar level of risk in the event the notes are automaticallycalled prior to the Maturity Date.

Certain BUILT-IN costs are likely toaffect adversely the value of the notes prior to maturity While the paymentat maturity, if any, or upon an automatic call described in this term sheet is based on the full principal amount of your notes,the original issue price of the notes includes the agents commission and the estimated cost of hedging our obligations underthe notes. As a result, and as a general matter, the price, if any, at which JPMS will be willing to purchase notes from you insecondary market transactions, if at all, will likely be lower than the original issue price and any sale prior to the maturitydate could result in a substantial loss to you. This secondary market price will also be affected by a number of factors asidefrom the agents commission and hedging costs, including those referred to under Many Economic and Market FactorsWill Impact the Value of the Notes below.
The notes are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your notesto maturity.

BUFFER AMOUNT APPLIES ONLY IF YOU HOLD THE NOTES TO MATURITY Assuming the notes are not automatically called, we will pay you your principal back at maturity only if the closing levelof each Underlying is not less than its Starting Underlying Level by more than the applicable Buffer Amount on any day during theMonitoring Period or the Ending Underlying Level of each Underlying is equal to or greater than the Starting Underlying Level ofsuch Underlying. If the notes are not automatically called and a Trigger Event has occurred, you will be fully exposed at maturityto any decline in the value of the Lesser Performing Underlying.

VOLATILITY RISK Greater expected volatility with respectto an Underlying indicates a greater likelihood as of the Pricing Date that such Underlying could close below its Starting UnderlyingLevel by more than the applicable Buffer Amount on any day during the Monitoring Period. An Underlyings volatility, however,can change significantly over the term of the notes. The closing level of an Underlying could fall sharply on any day during theMonitoring Period, which could result in a significant loss of principal.

an investment in the notes is subjectto risks associated with small capitalization stocks The stocks that constitute the Russell 2000Index are issued by companies with relatively small market capitalization. The stock prices of smaller companies may be more volatilethan stock prices of large capitalization companies. Small capitalization companies may be less able to withstand adverse economic,market, trade and competitive conditions relative to larger companies. Small capitalization companies are less likely to pay dividendson their stocks, and the presence of a dividend payment could be a factor that limits downward stock price pressure under adversemarket conditions.

LACK OF LIQUIDITY Thenotes will not be listed on any securities exchange. JPMS intends to offer to purchase the notes in the secondary market but isnot required to do so. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell thenotes easily. Because other dealers are not likely to make a secondary market for the notes, the price at which you may be ableto trade your notes is likely to depend on the price, if any, at which JPMS is willing to buy the notes.

NO DIVIDEND PAYMENTS OR VOTING RIGHTS As a holder ofthe notes, you will not have voting rights or rights to receive cash dividends or other distributions or other rights that holdersof the securities included in the Underlyings would have.

HEDGING AND TRADING IN THE UNDERLYINGS While the notes are outstanding, we or any of our affiliates may carry out hedging activities related to the notes,including the equity securities included in the Underlyings. We or our affiliates may also trade in the equity securities includedin the Underlyings from time to time. Any of these hedging or trading activities as of the Pricing Date and during the term ofthe notes could adversely affect the likelihood of an automatic call or our payment to you at maturity. It is possible that thesehedging or trading activities could result in substantial returns for us or our affiliates while the value of the notes declines.

MANY ECONOMIC AND MARKET FACTORS WILLIMPACT THE VALUE OF THE NOTES In addition to the level of the Underlyings on any day, thevalue of the notes will be impacted by a number of economic and market factors that may either offset or magnify each other, including:

whether a Trigger Event hasoccurred or is expected to occur;

the interest rate on the notes;

the actual and expected volatilityof the Underlyings;

the time to maturity of thenotes;

the likelihood of an automaticcall being triggered;

the dividend rates on theequity securities included in the Underlyings;

the expectedpositive or negative correlation between the S&P 500 Index and the Russell2000 Index, or the expected absence of any such correlation;

interest and yield rates inthe market generally;

a variety of economic, financial,political, regulatory and judicial events; and

our creditworthiness, includingactual or anticipated downgrades in our credit ratings.

JPMorgan Structured Investments
TS-4 Auto Callable Yield Notes Linked to the Lesser Performing of the S&P 500 Index and the Russell 2000Index

What Is the Total Return on the Notes at Maturityor Upon Automatic Call, Assuming a Range of Performances for the Lesser Performing Underlying?

The following table and examplesillustrate the hypothetical total return on the notes at maturity or upon automatic call. The note total return asused in this term sheet is the number, expressed as a percentage, that results from comparing the payment at maturity or upon automaticcall plus the interest payments received to and including the maturity date or the relevant Call Settlement Date, as applicable,per $1,000 principal amount note to $1,000. The table and examples below assume that the Lesser Performing Underlying is theRussell 2000 Index and that the closing level of the S&P 500 Index on each Call Date is greaterthan or equal to its Starting Underlying Level. We make no representation or warranty as to which of the Underlyings will be theLesser Performing Underlying for purposes of calculating your actual payment at maturity, if applicable, or as to what the levelof either Underlying will be on any Call Date. In addition, the following table and examples assume a Starting Underlying Levelfor the Lesser Performing Underlying of 800 and an Interest Rate of 8.50% per annum over the term of the notes (assuming no automaticcall) and reflect the Buffer Amount of 40.00%. The hypothetical total returns and total payments set forth below are forillustrative purposes only and may not be the actual total returns or total payments applicableto a purchaser of the notes. The numbers appearing in the following table and examples have been rounded for ease of analysis.

Closing Level of the Lesser Performing Index Lesser Performing Index Closing Level Appreciation / Depreciation at Relevant Call Date Note Total Return at First Call Settlement Date Note Total Return at Second Call Settlement Date Note Total Return at Final Call Settlement Date Note Total Return at Maturity Date if a Trigger Event Has Not Occurred (1) Note Total Return at Maturity Date if a Trigger Event Has Occurred (1)

1,440.00 80.00% 2.125% 4.250% 6.375% 8.50% 8.50%

1,320.00 65.00% 2.125% 4.250% 6.375% 8.50% 8.50%

1,200.00 50.00% 2.125% 4.250% 6.375% 8.50% 8.50%

1,120.00 40.00% 2.125% 4.250% 6.375% 8.50% 8.50%

1,040.00 30.00% 2.125% 4.250% 6.375% 8.50% 8.50%

960.00 20.00% 2.125% 4.250% 6.375% 8.50% 8.50%

880.00 10.00% 2.125% 4.250% 6.375% 8.50% 8.50%

840.00 5.00% 2.125% 4.250% 6.375% 8.50% 8.50%

808.00 1.00% 2.125% 4.250% 6.375% 8.50% 8.50%

800.00 0.00% 2.125% 4.250% 6.375% 8.50% 8.50%

760.00 -5.00% N/A N/A N/A 8.50% 3.50%

720.00 -10.00% N/A N/A N/A 8.50% -1.50%

640.00 -20.00% N/A N/A N/A 8.50% -11.50%

560.00 -30.00% N/A N/A N/A 8.50% -21.50%

480.00 -40.00% N/A N/A N/A 8.50% -31.50%

479.92 -40.01% N/A N/A N/A N/A -31.51%

400.00 -50.00% N/A N/A N/A N/A -41.50%

320.00 -60.00% N/A N/A N/A N/A -51.50%

240.00 -70.00% N/A N/A N/A N/A -61.50%

160.00 -80.00% N/A N/A N/A N/A -71.50%

80.00 -90.00% N/A N/A N/A N/A -81.50%

0.00 -100.00% N/A N/A N/A N/A -91.50%

(1) A Trigger Event occurs if the closing level of eitherUnderlying is less than the Starting Underlying Level of such Underlying by more than 40.00% on any day during the Monitoring Period.

The following examples illustrate how the note total returnsand total payments set forth in the table above are calculated.

Example 1: The level of the Lesser Performing Underlyingincreases from the Starting Underlying Level of 800 to a closing level of 808 on the first Call Date. Because the closing levelof each Underlying on the first Call Date is greater than the applicable Starting Underlying Level, the notes are automaticallycalled, and the investor receives total payments of $1,021.25 per $1,000 principal amount note, consisting of an interest paymentof $21.25 per $1,000 principal amount note and a payment upon automatic call of $1,000 per $1,000 principal amount note.

Example 2: The level of the Lesser Performing Underlyingdecreases from the Starting Underlying Level of 800 to a closing level of 760 on the first Call Date and 720 on the second CallDate and increases from the Starting Underlying Level of 800 to a closing level of 840 on the final Call Date. Although thelevel of the Lesser Performing Underlying on each of the first two Call Dates (760 and 720) is less than the Starting UnderlyingLevel of 800, because the closing level of each Underlying on the final Call Date is greater than the applicable Starting UnderlyingLevel, the notes are automatically called, and the investor receives total payments of $1,063.75 per $1,000 principal amount note,consisting of interest payments of $63.75 per $1,000 principal amount note and a payment upon automatic call of $1,000 per $1,000principal amount note.

JPMorgan Structured Investments
TS-5 Auto Callable Yield Notes Linked to the Lesser Performing of the S&P 500 Index and the Russell 2000Index

Example 3: The notes have not been automatically calledprior to maturity and the level of the Lesser Performing Underlying increases from the Starting Underlying Level of 800 to an EndingUnderlying Level of 840. Because the notes have not been automatically called prior to maturity and the Ending Underlying Levelof the Lesser Performing Underlying of 840 is greater than its Starting Underlying Level of 800, regardless of whether a TriggerEvent has occurred, the investor receives total payments of $1,085 per $1,000 principal amount note over the term of the notes,consisting of interest payments of $85 per $1,000 principal amount note over the term of the notes and a payment at maturity of$1,000 per $1,000 principal amount note. This represents the maximum total payment an investor may receive over the termof the notes.

Example 4: The notes have not been automatically calledprior to maturity, a Trigger Event has not occurred and the level of the Lesser Performing Underlying decreases from the StartingUnderlying Level of 800 to an Ending Underlying Level of 640. Even though the Ending Underlying Level of the Lesser PerformingUnderlying of 640 is less than its Starting Underlying Level of 800, because the notes have not been automatically called priorto maturity and a Trigger Event has not occurred, the investor receives total payments of $1,085 per $1,000 principal amount noteover the term of the notes, consisting of interest payments of $85 per $1,000 principal amount note over the term of the notesand a payment at maturity of $1,000 per $1,000 principal amount note. This represents the maximum total payment an investormay receive over the term of the notes.

Example 5: The notes have not been automatically calledprior to maturity, a Trigger Event has occurred and the level of the Lesser Performing Underlying decreases from the Starting UnderlyingLevel of 800 to an Ending Underlying Level of 400. Because the notes have not been automatically called prior to maturity,a Trigger Event has occurred and the Ending Underlying Level of the Lesser Performing Underlying of 400 is less than its StartingUnderlying Level of 800, the investor receives total payments of $585 per $1,000 principal amount note over the term of the notes,consisting of interest payments of $85 per $1,000 principal amount note over the term of the notes and a payment at maturity of$500 per $1,000 principal amount note, calculated as follows:

[$1,000 + ($1,000 -50%)] + $85= $585

Example 6: The notes have not been automatically calledprior to maturity, a Trigger Event has occurred and the level of the Lesser Performing Underlying decreases from the Starting UnderlyingLevel of 800 to an Ending Underlying Level of 0. Because the notes have not been automatically called prior to maturity, aTrigger Event has occurred and the Ending Underlying Level of the Lesser Performing Underlying of 0 is less than its Starting UnderlyingLevel of 800, the investor receives total payments of $85 per $1,000 principal amount note over the term of the notes, consistingsolely of interest payments of $85 per $1,000 principal amount note over the term of the notes, calculated as follows:

[$1,000 + ($1,000 -100%)] + $85 = $85

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

JPMorgan Structured Investments
TS-6 Auto Callable Yield Notes Linked to the Lesser Performing of the S&P 500 Index and the Russell 2000Index

Historical Information

The following graphs show the historical weekly performance of theS&P 500 Index and the Russell 2000 Index from January 5, 2007 through April 5, 2012. The closinglevel of the S&P 500 Index on April 11, 2012 was 1,368.71. The closing level of the Russell 2000Index on April 11, 2012 was 796.59.

We obtained the various closing levels of the Underlyings below fromBloomberg Financial Markets. We make no representation or warranty as to the accuracy or completeness of information obtained fromBloomberg Financial Markets. The historical levels of each Underlying should not be taken as an indication of future performance,and no assurance can be given as to the closing level of any Underlying on the Pricing Date, any Call Date, the Observation Dateor any day during the Monitoring Period. We cannot give you assurance that the performance of the Underlyings will result in thereturn of any of your initial investment.


JPMorgan Structured Investments
TS-7 Auto Callable Yield Notes Linked to the Lesser Performing of the S&P 500 Index and the Russell 2000Index

FWP2e48087.pdfPDF OF TERM SHEET

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