JPMorgan Chase & Co.
J P MORGAN CHASE & CO (Form: FWP, Received: 08/19/2009 06:00:51)

Supplemental Term Sheet
To prospectus dated November 21, 2008,
prospectus supplement dated November 21, 2008 and
product supplement no. 34-A-I dated November 21, 2008

  Supplemental Term Sheet to
Product Supplement No. 34-A-I
Registration Statement No. 333-155535
Dated August 18, 2009; Rule 433

     

Structured 
Investments 

      JPMorgan Chase & Co.
$
Reverse Exchangeable Notes due August 31, 2010

Each Linked to the Common Stock 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 has declined, as compared to 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 August 26, 2009

Settlement Date:

On or about August 31, 2009

Observation Date:

August 26, 2010*

Maturity Date:

August 31, 2010*

Interest Payment Dates:

Interest on the notes will be payable monthly in arrears on the last calendar day of each month (each such date, an “Interest Payment Date”), commencing September 30, 2009, to and including the Maturity Date. See “Selected Purchase Considerations — Monthly Interest Payments” in this supplemental 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-I 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

Bank of America
Corporation

TS-3

BAC

 

12.75% per
annum

40.00% of the
Initial Share
Price

 

48123L5T7

$10.63

12.16%

87.84%

Schlumberger N.V.
(Schlumberger
Limited)

TS-5

SLB

 

10.50% per
annum

30.00% of the
Initial Share
Price

 

48123L5W0

$8.75

14.76%

85.24%

   * 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-I.
  This supplemental term sheet supplements the term sheet dated August 12, 2009 to product supplement no. 34-A-I but does not supersede the term sheet.
  †† 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-I under “Certain U.S. Federal Income Tax Consequences” on page PS-29. The allocations presented herein were determined as of August 11, 2009; 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-6 of the accompanying product supplement no. 34-A-I and “Selected Risk Considerations” beginning on page TS-2 of this supplemental 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 supplemental 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-I and this supplemental 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 supplemental 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 Inc., which we refer to as JPMSI, which include concessions to be allowed to other 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 Information” on the last page of this supplemental term sheet.

The notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank. The notes are not guaranteed under the Federal Deposit Insurance Corporation’s Temporary Liquidity Guarantee Program.

August 18, 2009


Additional Terms Specific to Each Note Offering

This supplemental 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 the other Reference Stock). You may participate in either of the two (2) note offerings or, at your election, in both of the offerings. We reserve the right to withdraw, cancel or modify either 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 supplemental 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-I dated November 21, 2008. This supplemental term sheet, together with the documents listed below, contains the terms of the notes and ,except as set forth in the sentence below, supersedes all other prior or contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, fact sheets, brochures or other educational materials of ours. This supplemental term sheet supplements the term sheet dated August 12, 2009 to product supplement no. 34-A-I but does not supersede the term sheet. You may rely on the information contained in this supplemental term sheet or the term sheet dated August 12, 2009 and in the documents listed below in making your decision to invest in the notes. You should carefully consider, among other things, the matters set forth in “Risk Factors” in the accompanying product supplement no. 34-A-I, as the notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisers before you invest in the notes.

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

Our Central Index Key, or CIK, on the SEC website is 19617. As used in this supplemental 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 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 either of the Reference Stocks. These risks are explained in more detail in the “Risk Factors” section of the accompanying product supplement no. 34-A-I dated November 21, 2008.


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

 TS-2
 

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-16 of the accompanying product supplement no. 34-A-I for more information.

Bank of America Corporation (“Bank of America”)

According to its publicly available filings with the SEC, Bank of America provides a diversified range of banking and non-banking financial services and products domestically and internationally. T he 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. 34-A-I. Bank of America’s SEC file number is 000-6523 .

Historical Information of 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 2, 2004 through August 7, 2009. The closing price of the common stock of Bank of America on August 11, 2009 was $15.85. 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 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 during the term of the notes. 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 —
Reverse Exchangeable Notes Each Linked to the Common Stock of a Different Single Reference Stock Issuer

 TS-3

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

The following table illustrates hypothetical payments at maturity 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 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 Peri od” 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:     $15.80
  • the Protection Amount (in U.S. dollars): $6.32
  • the Interest Rate:            12.75% per annum
  • the Protection Amount: 40.00%

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**


$15.80

100%

$31.60

200%

$1,000.00

$1,000.00


$7.90

50%

$16.59

105%

$1,000.00

$1,000.00


$15.80

100%

$15.80

100%

$1,000.00

$1,000.00


$9.48

60%

$9.48

60%

$1,000.00

$1,000.00


$7.90

50%

$15.01

95%

63 shares of the
Reference Stock or the
Cash Value thereof

$950.00


$7.90

50%

$7.90

50%

63 shares of the
Reference Stock or the
Cash Value thereof

$500.00


$3.95

25%

$3.95

25%

63 shares of the
Reference Stock or the
Cash Value thereof

$250.00


$0.00

0%

$0.00

0%

63 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 $7.90 but the Final Share Price is $16.59. Because the Final Share Price of $16.59 is greater than the Initial Share Price of $15.80, 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 $7.90 and the Final Share Price is $15.01. Because the Final Share Price of $15.01 is less than the Initial Share Price of $15.80 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 $15.01, 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 $7.90, a decline of more than the Protection Amount. Because the Final Share Price of $7.90 is less than the Initial Share Price of $15.80 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 $7.90, 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 $9.48 is less than the Initial Share Price of $15.80 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 $9.48 is less than the Initial Share Price of $15.80.

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 $127.50 over the term of the notes. If we had priced the notes on August 11, 2009, you would have received 63 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 of a Different Single Reference Stock Issuer

 TS-4

Schlumberger N.V. (Schlumberger Limited) (“Schlumberger”)

According to its publicly available filings with the SEC, Schlumberger, organized under the laws of the Netherlands Antilles, is an oilfield services company, supplying technology, project management and information solutions to the
oil and gas industry. T he common stock of Schlumberger, 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 Schlumberger in the accompanying product supplement no. 34-A-I. Schlumberger’s SEC file number is 001- 04601 .

Historical Information of the Common Stock of Schlumberger

The following graph sets forth the historical performance of the common stock of Schlumberger based on the weekly closing price (in U.S. dollars) of the common stock of Schlumberger from January 2, 2004 through August 7, 2009. The closing price of the common stock of Schlumberger on August 11, 2009 was $52.88. 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 Schlumberger has experienced significant fluctuations. The historical performance of the common stock of Schlumberger 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 Schlumberger during the term of the notes. We cannot give you assurance that the performance of the common stock of Schlumberger will result in the return of any of your initial investment. We make no representation as to the amount of dividends, if any, that Schlumberger 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 Schlumberger.


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

 TS-5

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

The following table illustrates hypothetical payments at maturity on a $1,000 investment in the notes linked to the common stock of Schlumberger, 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 Peri od” 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:    $53.00
  • the Protection Amount (in U.S. dollars): $15.90
  • the Interest Rate:          10.50% per annum
  • the Protection Amount: 30.00%

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**


$53.00

100%

$106.00

200%

$1,000.00

$1,000.00


$26.50

50%

$55.65

105%

$1,000.00

$1,000.00


$53.00

100%

$53.00

100%

$1,000.00

$1,000.00


$37.10

70%

$37.10

70%

$1,000.00

$1,000.00


$26.50

50%

$50.35

95%

18 shares of the
Reference Stock or the
Cash Value thereof

$950.00


$26.50

50%

$26.50

50%

18 shares of the
Reference Stock or the
Cash Value thereof

$500.00


$13.25

25%

$13.25

25%

18 shares of the
Reference Stock or the
Cash Value thereof

$250.00


$0.00

0%

$0.00

0%

18 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 $26.50 but the Final Share Price is $55.65. Because the Final Share Price of $55.65 is greater than the Initial Share Price of $53.00, 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 $26.50 and the Final Share Price is $50.35. Because the Final Share Price of $50.35 is less than the Initial Share Price of $53.00 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 $50.35, 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 $26.50, a decline of more than the Protection Amount. Because the Final Share Price of $26.50 is less than the Initial Share Price of $53.00 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 $26.50, 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 $37.10 is less than the Initial Share Price of $53.00 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 $37.10 is less than the Initial Share Price of $53.00.

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 $105.00 over the term of the notes. If we had priced the notes on August 11, 2009, you would have received 18 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 of a Different Single Reference Stock Issuer

 TS-6

Supplemental Plan of Distribution Information

If the notes linked to the common stock of Bank of America priced on August 12, 2009, JPMSI, acting as agent for JPMorgan Chase & Co., would receive a commission of approximately $55.00 per $1,000 principal amount note and would use a portion of that commission to allow selling concessions to other dealers of approximately $37.50 per $1,000 principal amount note. This commission will include the projected profits that our affiliates expect to realize in consideration for assuming risks inherent in hedging our obligations under the notes. The concessions of approximately $37.50 include concessions to be allowed to selling dealers and concessions to be allowed to any arranging dealer. The actual commission received by JPMSI may be more or less than $55.00 and will depend on market conditions on the Pricing Date. In no event will the commission received by JPMSI exceed $60.00 per $1,000 principal amount note.

If the notes linked to the common stock of Schlumberger priced on August 12, 2009, JPMSI, acting as agent for JPMorgan Chase & Co., would receive a commission of approximately $51.00 per $1,000 principal amount note and would use a portion of that commission to allow selling concessions to other dealers of approximately $35.50 per $1,000 principal amount note. This commission will include the projected profits that our affiliates expect to realize in consideration for assuming risks inherent in hedging our obligations under the notes. The concessions of approximately $35.50 include concessions to be allowed to selling dealers and concessions to be allowed to any arranging dealer. The actual commission received by JPMSI may be more or less than $51.00 and will depend on market conditions on the Pricing Date. In no event will the commission received by JPMSI exceed $60.00 per $1,000 principal amount note.

The total aggregate principal amount of any series of notes being offered by this supplemental term sheet may not be purchased by investors in the applicable offering. Under these circumstances, JPMSI 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” beginning on page PS-35 of the accompanying product supplement no. 34-A-I.


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

 TS-7