JPMORGAN CHASE & CO (Form: S-3, Received: 02/24/2016 16:22:52)

As filed with the Securities and Exchange Commission on February 24, 2016

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-3

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

JPMORGAN CHASE & CO.

(Exact name of registrant as specified in its charter)

Delaware		13-2624428
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)
	JPMorgan Chase & Co. 270 Park Avenue New York, New York 10017 (212) 270-6000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

JPMORGAN CHASE FINANCIAL COMPANY LLC

(Exact name of registrant as specified in its charter)

Delaware		47-5462128
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)
	JPMorgan Chase Financial Company LLC 383 Madison Avenue, Floor 21 New York, New York 10179 (212) 270-6000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

	Anthony J. Horan Corporate Secretary JPMorgan Chase & Co. 270 Park Avenue New York, New York 10017 (212) 270-6000
(Name, address, including zip code, and telephone number, including area code, of agent for service)


*Copies to:*
Maripat Alpuche, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 (212) 455-2000	Neila B. Radin, Esq. JPMorgan Chase & Co. 270 Park Avenue New York, New York 10017 (212) 270-6000	John G. Crowley, Esq. Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 (212) 450-4000

Approximate date of commencement of proposed sale to the public : From time to time after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

(Check one):

JPMorgan Chase & Co.

Large accelerated filer x	Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o

_____________

CALCULATION OF REGISTRATION FEE
Title of each class of securities to be registered (1)	Amount to be registered / Proposed maximum offering price per unit (1)(2)	Proposed maximum aggregate offering price (1)(2)	Amount of registration fee
JPMorgan Chase & Co.
Debt securities, warrants (3)(4), units (5) and purchase contracts
Guarantees of debt securities and warrants of JPMorgan Chase Financial Company LLC
JPMorgan Chase Financial Company LLC
Debt securities and warrants (4)
Total		$1,000,000	$100.70 (6)

(1)

This Registration Statement also includes an unspecified amount of identified classes of securities as may be issued from time to time upon exercise, conversion or exchange of warrants or debt securities, as applicable, being registered hereunder. This Registration Statement also relates to offers and sales of an unspecified amount of debt securities, warrants, units and purchase contracts, together with any accompanying guarantees, in connection with market-making transactions by and through the affiliates of the Registrants, including J.P. Morgan Securities LLC. These securities consist of an unspecified amount of such securities that are initially being registered, and will initially be offered and sold, under this Registration Statement and an unspecified amount of such securities that were initially registered, and were initially offered and sold, under registration statements previously filed by JPMorgan Chase & Co. with the following file numbers: 333-199966, 333-177923, 333-155535 and 333-130051. All such market-making reoffers and resales of these securities that are made pursuant to a registration statement after the effectiveness of this Registration Statement are being made solely pursuant to this Registration Statement.

(2)

The amount to be registered, the proposed maximum aggregate offering price per unit and the proposed maximum aggregate offering price are not specified as to the securities of each identified class to be registered pursuant to General Instruction II.D of Form S-3 under the Securities Act of 1933, as amended. The aggregate maximum offering price of all securities issued by the Registrants pursuant to this Registration Statement shall not exceed $1,000,000 in U.S. dollars or the equivalent at the time of offering in any other currency. The proposed maximum aggregate offering price is estimated solely for the purpose of computing the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

(3)

Warrants of JPMorgan Chase & Co. may be issued together in units with any purchase contracts, debt securities issued by JPMorgan Chase & Co., debt obligations or other securities of an entity affiliated or not affiliated with JPMorgan Chase & Co. or other property.

(4)

Warrants may entitle the holder (A) to purchase debt securities registered hereby, (B) to receive cash determined by reference to an index or indices, (C) to receive cash determined by reference to currencies, (D) to receive cash determined by reference to interest rates, (E) to receive cash determined by reference to commodities, or (F) (i) to purchase or sell securities issued by the Registrants or another entity, a basket of such securities or commodities or other assets or property, or (ii) to receive cash determined by reference to any other financial, economic or other measure or instrument including the occurrence or non-occurrence of any other event or circumstance, or any combination of the above.

(5)

Units may consist of one or more warrants, purchase contracts, debt securities issued by JPMorgan Chase & Co., debt obligations or other securities of an entity affiliated or not affiliated with JPMorgan Chase & Co., other property or any combination thereof.

(6)

Pursuant to Rule 457(n) under the Securities Act, no separate registration fee will be paid in respect of any guarantees of any other securities registered hereby. In addition, pursuant to Rule 457(q) under the Securities Act, no separate registration fee is required for the registration of an indeterminate amount of securities to be offered solely for market-making purposes by affiliates of the Registrants.

THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED FEBRUARY 24, 2016

Prospectus

$1,000,000

JPMorgan Chase & Co.

Debt Securities

Warrants

Units

Purchase Contracts

Guarantees

JPMorgan Chase Financial Company LLC

Debt Securities

Warrants

We, JPMorgan Chase & Co., may from time to time offer and sell any of our securities listed above, in each case, in one or more series. Our subsidiary, JPMorgan Chase Financial Company LLC, which we refer to as “JPMorgan Financial,” also may from time to time offer and sell its securities listed above, in each case, in one or more series. We fully and unconditionally guarantee all payments of principal, interest and other amounts payable on any debt securities or warrants JPMorgan Financial issues. Up to $1,000,000, or the equivalent thereof in any other currency, of these securities may be offered from time to time, in amounts, on terms and at prices that will be determined at the time they are offered for sale. These terms and prices will be described in more detail in one or more supplements to this prospectus.

You should read this prospectus and the applicable supplement or supplements to this prospectus carefully before you invest. Investing in these securities involves a number of risks, as will be described in such supplement or supplements to this prospectus.

These securities will not be listed on any securities exchange unless otherwise specified in one or more supplements to this prospectus.

The principal executive offices of JPMorgan Chase & Co. are located at 270 Park Avenue, New York, New York 10017 and our telephone number is (212) 270-6000. The principal executive offices of JPMorgan Financial are located at 383 Madison Avenue, Floor 21, New York, New York 10179 and its telephone number is (212) 270-6000.

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

These securities are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency and are not obligations of, or guaranteed by, a bank.

This prospectus is dated , 2016

ABOUT THIS PROSPECTUS

This prospectus is part of a Registration Statement that we and JPMorgan Financial filed with the Securities and Exchange Commission, which we refer to as the SEC, utilizing a “shelf” registration process. Under this shelf registration process, we may, from time to time, sell any combination of the relevant securities described in the prospectus in one or more offerings; and our subsidiary, JPMorgan Financial, may, from time to time, offer any combination of the relevant securities described in this prospectus in one or more offerings.

This prospectus provides you with a general description of the securities we or JPMorgan Financial may offer. Each time we or JPMorgan Financial sell securities, we or JPMorgan Financial will provide one or more prospectus supplements, together with one or more pricing supplements, underlying supplements, product supplements and/or other types of offering documents or supplements (together referred to herein as a “prospectus supplement”) that will contain specific information about the terms of the offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and the accompanying prospectus supplement together with the additional information described under the heading “Where You Can Find More Information” beginning on page 1 of this prospectus.

Following the initial distribution of an offering of securities, J.P. Morgan Securities LLC and other affiliates of ours and, if applicable, other third-party broker dealers may offer and sell those securities in the course of their businesses as broker dealers. J.P. Morgan Securities LLC and other affiliates of ours and, if applicable, other third-party broker dealers may act as principal or agent in these transactions. This prospectus and the accompanying prospectus supplement will also be used in connection with those transactions. Sales in any of those transactions will be made at varying prices related to prevailing market prices and other circumstances at the time of sale.

We and JPMorgan Financial have not authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus or the accompanying prospectus supplement. We and JPMorgan Financial take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus and the accompanying prospectus supplement do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities described in the accompanying prospectus supplement or an offer to sell or the solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus or the accompanying prospectus supplement, nor any sale made hereunder and thereunder shall, under any circumstances, create any implication that there has been no change in the affairs of JPMorgan Chase & Co. or JPMorgan Financial since the date hereof or that the information contained or incorporated by reference herein or therein is correct as of any time subsequent to the date of such information.

In this prospectus, “we,” “us” and “our” refer to JPMorgan Chase & Co. and not to any of its subsidiaries, except where the context otherwise requires or as otherwise indicated. We use “JPMorgan Financial” to refer to JPMorgan Chase Financial Company LLC, our wholly owned subsidiary.

Table of Contents

Page

Where You Can Find More Information	1
JPMorgan Chase & Co.	2
JPMorgan Chase Financial Company LLC	2
Consolidated Ratios of Earnings to Fixed Charges	3
Use of Proceeds	3
Important Factors That May Affect Future Results	4
Description of Debt Securities of JPMorgan Chase & Co.	6
Description of Warrants of JPMorgan Chase & Co.	12
Description of Units of JPMorgan Chase & Co.	15
Description of Purchase Contracts of JPMorgan Chase & Co.	17
Description of Debt Securities of JPMorgan Chase Financial Company LLC	19
Description of Warrants of JPMorgan Chase Financial Company LLC	27
Forms of Securities	33
Plan of Distribution (Conflicts of Interest)	37
Independent Registered Public Accounting Firm	40
Legal Matters	40
Benefit Plan Investor Considerations	40

Where You Can Find More Information

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy these documents at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Copies of this material can also be obtained from the Public Reference Room of the SEC at 100 F Street, N.E., Washington, D.C. 20549 at prescribed rates. Please call the SEC at 1-800-SEC-0330 for further information about the Public Reference Room. The SEC also maintains an Internet website that contains reports, proxy and information statements and other materials that are filed through the Commission’s Electronic Data Gathering, Analysis and Retrieval (EDGAR) System or any successor thereto. This website can currently be accessed at http://www.sec.gov. You can find information we have filed with the SEC by reference to file number 001-05805. Such documents, reports and information are also available on our website: http://www.jpmorgan.com. Information on our website does not constitute part of, and is not incorporated by reference in, this prospectus or any accompanying prospectus supplement.

This prospectus is part of a registration statement we and JPMorgan Financial filed with the SEC. This prospectus omits some information contained in the registration statement in accordance with SEC rules and regulations. You should review the information and exhibits in the registration statement for further information on us and our consolidated subsidiaries and the securities we and JPMorgan Financial are offering. Statements in this prospectus concerning any document we and JPMorgan Financial filed as an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified by reference to these filings. You should review the complete document to evaluate these statements.

The SEC allows us to “incorporate by reference” into this prospectus the information in documents we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus, and later information that we file with the SEC will update and supersede this information.

We incorporate by reference (i) the documents listed below and (ii) any future filings we make with the SEC after the date of this prospectus under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until we sell all of the securities covered by this prospectus, other than, in each case, those documents or the portions of those documents that are furnished and not filed:

(a)

our Annual Report on Form 10-K for the year ended December 31, 2015; and

(b)

our Current Reports on Form 8-K filed on January 4, 2016, January 14, 2016, January 21, 2016, January 26, 2016 (two filings) and February 12, 2016.

We will provide each person, including any beneficial owner, to whom a prospectus is delivered, a copy of any or all of the information that has been incorporated by reference in the prospectus but not delivered with the prospectus. You may request, at no cost to you, a copy of these documents by writing or telephoning us at: Office of the Secretary, JPMorgan Chase & Co., 270 Park Avenue, New York, New York 10017 (Telephone: (212) 270-6000).

JPMorgan Chase & Co.

JPMorgan Chase & Co., which we refer to as “JPMorgan Chase,” “we” or “us,” is a leading global financial services firm and one of the largest banking institutions in the United States, with operations worldwide. JPMorgan Chase had $2.4 trillion in assets and $247.6 billion in total stockholders’ equity as of December 31, 2015. JPMorgan Chase is a leader in investment banking, financial services for consumers and small businesses, commercial banking, financial transaction processing and asset management. Under the J.P. Morgan and Chase brands, JPMorgan Chase serves millions of customers in the United States and many of the world’s most prominent corporate, institutional and government clients.

JPMorgan Chase is a financial holding company and was incorporated under Delaware law on October 28, 1968. JPMorgan Chase’s principal bank subsidiaries are JPMorgan Chase Bank, National Association, a national bank with branches in 23 states, and Chase Bank USA, National Association, a national bank that is JPMorgan Chase’s credit card-issuing bank. JPMorgan Chase’s principal nonbank subsidiary is J.P. Morgan Securities LLC, our U.S. investment banking firm. One of JPMorgan Chase’s principal operating subsidiaries in the United Kingdom is J.P. Morgan Securities plc, a subsidiary of JPMorgan Chase Bank, N.A.

The principal executive office of JPMorgan Chase is located at 270 Park Avenue, New York, New York 10017, U.S.A., and its telephone number is (212) 270-6000.

JPMorgan Chase Financial company llc

JPMorgan Financial is a Delaware limited liability company and a direct, wholly owned finance subsidiary of JPMorgan Chase, created for the purpose of providing JPMorgan Chase and/or its affiliates with financing for their operations by issuing securities designed to meet investor demand for products that reflect certain risk-return profiles and specific market exposure. Any securities issued by JPMorgan Financial will be fully and unconditionally guaranteed by JPMorgan Chase. JPMorgan Financial expects to lend the net proceeds from these offerings to JPMorgan Chase and/or its affiliates.

The principal executive office of JPMorgan Financial is located at 383 Madison Avenue, Floor 21, New York, New York 10179 and its telephone number is (212) 270-6000.

Consolidated Ratios of Earnings to Fixed Charges

Our ratio of earnings to fixed charges for each of the periods indicated are as follows:

	Year Ended December 31,
	2015	2014	2013	2012	2011
Excluding Interest on Deposits	5.61	5.61	4.34	4.29	3.66
Including Interest on Deposits	4.89	4.72	3.67	3.54	2.94

For purposes of computing the above ratios, earnings represent net income from continuing operations plus total taxes based on income and fixed charges. Fixed charges, excluding interest on deposits, include interest expense (other than on deposits), one-third (the proportion deemed representative of the interest factor) of rents, net of income from subleases, and capitalized interest. Fixed charges, including interest on deposits, include all interest expense, one-third (the proportion deemed representative of the interest factor) of rents, net of income from subleases, and capitalized interest.

Use of Proceeds

We will use the net proceeds we receive from the sale of our securities offered by this prospectus and the accompanying prospectus supplement for general corporate purposes, in connection with hedging our obligations under the securities or for any other purpose described in the applicable prospectus supplement.

JPMorgan Financial intends to lend the net proceeds from the sale of its securities offered by this prospectus and the accompanying prospectus supplement to us and/or our affiliates. We expect that we and/or our affiliates will use the proceeds from these loans to provide additional funds for our and/or their operations and for other general corporate purposes.

Important Factors That May Affect Future Results

From time to time, we and JPMorgan Financial have made and will make forward-looking statements. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements often use words such as “anticipate,” “target,” “expect,” “estimate,” “intend,” “plan,” “goal,” “believe,” or other words of similar meaning. Forward-looking statements provide our current expectations or forecasts of future events, circumstances, results or aspirations. Our and JPMorgan Financial’s disclosures in this prospectus, any prospectus supplement and any documents incorporated by reference into this prospectus may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We also may make forward-looking statements in other documents filed or furnished with the SEC. In addition, our senior management may make forward-looking statements orally to investors, analysts, representatives of the media and others.

All forward-looking statements are, by their nature, subject to risks and uncertainties, many of which are beyond our control. JPMorgan Chase’s actual future results may differ materially from those set forth in our forward-looking statements. While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual results to differ from those in the forward-looking statements:

local, regional and global business, economic and political conditions and geopolitical events;

changes in laws and regulatory requirements, including capital and liquidity requirements;

changes in trade, monetary and fiscal policies and laws;

securities and capital markets behavior, including changes in market liquidity and volatility;

changes in investor sentiment or consumer spending or savings behavior;

our ability to manage effectively our capital and liquidity, including approval of our capital plans by banking regulators;

changes in credit ratings assigned to us or our subsidiaries;

damage to our reputation;

our ability to deal effectively with an economic slowdown or other economic or market disruption;

technology changes instituted by us, our counterparties or competitors;

the success of our business simplification initiatives and the effectiveness of our control agenda;

our ability to develop new products and services, and the extent to which products or services previously sold by us (including but not limited to mortgages and asset-backed securities) require us to incur liabilities or absorb losses not contemplated at their initiation or origination;

our ability to address enhanced regulatory requirements affecting our businesses;

acceptance of our new and existing products and services by the marketplace and our ability to innovate and to increase market share;

our ability to attract and retain qualified employees;

our ability to control expense;

competitive pressures;

changes in the credit quality of our customers and counterparties;

adequacy of our risk management framework, disclosure controls and procedures and internal control over financial reporting;

adverse judicial or regulatory proceedings;

changes in applicable accounting policies;

our ability to determine accurate values of certain assets and liabilities;

occurrence of natural or man-made disasters or calamities or conflicts and our ability to deal effectively with disruptions caused by the foregoing;

our ability to maintain the security of our financial, accounting, technology, data processing and other operating systems and facilities;

our ability to effectively defend ourselves against cyberattacks and other attempts by unauthorized parties to access our or our customers’ information or to disrupt our systems; and

the other risks and uncertainties detailed in Part I, Item 1A: Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2015.

Any forward-looking statements made by or on behalf of us and JPMorgan Financial speak only as of the date they are made, and we and JPMorgan Financial do not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the date the forward-looking statements were made. You should, however, consult any further disclosures of a forward-looking nature we may make in any subsequent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q or Current Reports on Form 8-K.

Description of Debt Securities of JPMorgan Chase & Co.

General

In this “Description of Debt Securities of JPMorgan Chase & Co.” section, all references to “debt securities” refer only to debt securities issued by JPMorgan Chase & Co. and not to any debt securities issued by JPMorgan Chase Financial Company LLC.

The following description of the terms of the debt securities contains certain general terms that may apply to the debt securities. The specific terms of any debt securities will be described in one or more prospectus supplements relating to those debt securities.

The debt securities will be issued under an Indenture dated May 25, 2001, between us and Deutsche Bank Trust Company Americas (formerly Bankers Trust Company), as trustee (as has been and as may be further supplemented from time to time, for purposes of this section entitled “Description of Debt Securities of JPMorgan Chase & Co.,” the “Indenture”).

We have summarized below the material provisions of the Indenture and the debt securities issued under the Indenture or indicated which material provisions will be described in the related prospectus supplement. These descriptions are only summaries, and each investor should refer to the Indenture, which describes completely the terms and definitions summarized below and contains additional information regarding the debt securities issued under it. Where appropriate, we use parentheses to refer you to the particular sections of the Indenture. Any reference to particular sections or defined terms of the Indenture in any statement under this heading qualifies the entire statement and incorporates by reference the applicable section or definition into that statement.

The debt securities will be our direct, unsecured general obligations and will have the same rank in liquidation as all of our other unsecured and unsubordinated debt.

The Indenture does not limit the aggregate principal amount of debt securities that may be issued under it. The Indenture provides that debt securities may be issued up to the principal amount authorized by us from time to time. (Section 2.03) We have previously established the Series E medium-term notes under the Indenture. As of December 31, 2015, we had approximately $10.6 billion aggregate principal amount of Series E medium-term notes outstanding under the Indenture. We have authorized the issuance of securities under the registration statement to which this prospectus relates, including Series E medium-term notes, with an aggregate initial public offering price not to exceed $20 billion, to be issued on or after February 19, 2016. Approximately $19.99 billion aggregate principal amount of the Series E medium-term notes remain authorized and unissued as of February 19, 2016.

The Indenture allows us to reopen a previous issue of a series of debt securities and issue additional debt securities of that issue. We have no obligation to take your interests into account when deciding whether to issue additional debt securities. In addition, we are under no obligation to reopen any series of debt securities or to issue any additional debt securities.

We are a holding company and conduct substantially all of our operations through subsidiaries. As a result, claims of the holders of the debt securities will generally have a junior position to claims of creditors of our subsidiaries, except to the extent that JPMorgan Chase & Co. may be recognized, and receives payment, as a creditor of those subsidiaries. Claims of our subsidiaries’ creditors other than JPMorgan Chase & Co. include substantial amounts of long-term debt, deposit liabilities, federal funds purchased, securities loaned or sold under repurchase agreements, commercial paper and other borrowed funds.

We may issue debt securities from time to time in one or more series. (Section 2.03) The debt securities may be denominated and payable in U.S. dollars or foreign currencies. (Section 2.03) We may also issue debt securities, from time to time, with the principal amount, interest or other amounts payable on any relevant payment date to be determined by reference to one or more currency exchange rates, interest rates, swap rates, securities or baskets of securities, commodity prices, indices, basket of indices, or any other financial, economic or other measure or instrument, including the occurrence or non-occurrence of any event or circumstance. The debt securities may also be issued as original issue discount debt securities, which will bear no interest or bear interest at below market rates and will be sold

at a discount to their stated principal amount. In addition, we may issue debt securities as part of units issued by us, as described in “— Description of Units” below. All references in this prospectus, or any prospectus supplement to other amounts will include premium, if any, other cash amounts payable under the Indenture, if any, and the delivery of securities or baskets of securities under the terms of the debt securities.

The debt securities may bear interest at a fixed rate, which may be zero, or a floating rate.

The prospectus supplement relating to a particular series of debt securities being offered will specify the particular terms of, and other information relating to, those debt securities.

Holders may present debt securities for exchange or transfer, in the manner, at the places and subject to the restrictions stated in the debt securities and described in the applicable prospectus supplement. We will provide these services without charge except for any tax or other governmental charge payable in connection with these services and subject to any limitations provided in the Indenture. (Section 2.08)

If any of the securities are held in global form, the procedures for transfer of interests in those securities will depend upon the procedures of the depositary for those global securities. See “Forms of Securities.”

We will generally have no obligation to repurchase, redeem, or change the terms of the debt securities upon any event (including a change in control) that might have an adverse effect on our credit quality.

Events of Default and Waivers

An “Event of Default” with respect to a series of debt securities issued under the Indenture is defined in the Indenture as:

default for 30 days in the payment of interest on any debt securities of that series;

default in the payment of principal or other amounts payable on any debt securities of that series when due, at maturity, upon redemption, by declaration, or otherwise;

failure by us for 90 days to perform any other covenants or warranties contained in the Indenture applicable to that series after written notice has been given by the trustee to us or given by holders of at least 25% in aggregate principal amount of the outstanding securities of all series affected thereby to us and the trustee;

certain events of our bankruptcy, insolvency, winding up or liquidation, whether voluntary or involuntary; and

any other event of default provided in the applicable supplemental indentures to the Indenture or form of security. (Section 5.01)

If a default in the payment of principal, interest or other amounts payable on the debt securities, or a failure in the performance of any covenant or agreement, or any other Event of Default provided in the applicable supplemental indentures to the Indenture or form of security, with respect to one or more (but in the case of a default in performance of a covenant or agreement, or in a manner provided in a supplemental indenture or form of security, less than all) series of debt securities occurs and is continuing, either the trustee or the holders of at least 25% in aggregate principal amount of the debt securities of such series then outstanding, treated as one class, by written notice, may declare the principal of all outstanding debt securities of such series and any interest accrued thereon, to be due and payable immediately. If a default in the performance of any covenant or agreement with respect to all series of debt securities, or in a manner provided in a supplemental indenture or form of security with respect to all series of debt securities, or due to specified events of our bankruptcy, insolvency, winding up or liquidation, occurs and is continuing, either the trustee or the holders of at least 25% in aggregate principal amount of all debt securities then outstanding, treated as one class, by written notice, may declare the principal of all outstanding debt securities and any interest accrued thereon, to be

due and payable immediately. Subject to certain conditions such declarations may be annulled and past defaults may be waived by the holders of a majority in principal amount of the outstanding debt securities of the series affected. (Sections 5.01 and 5.10)

An Event of Default with respect to one series of debt securities does not necessarily constitute an Event of Default with respect to any other series of debt securities. The Indenture requires the trustee to provide notice of default with respect to the debt securities within 90 days, unless the default is cured, but provides that the trustee may withhold notice to the holders of the debt securities of any default if the board of directors, the executive committee, or a trust committee of directors or trustees and/or responsible officers of the trustee determines in good faith that it is in the interest of the holders of the debt securities of the applicable series to do so. The trustee may not withhold notice of a default in the payment of principal of, interest on or any other amounts due under, such debt securities. (Section 5.11)

The Indenture provides that the holders of a majority in principal amount of outstanding debt securities of each series affected, with all such series voting as a single class, may direct the time, method, and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee. The trustee may decline to act if the direction is contrary to law and in certain other circumstances set forth in the Indenture. (Section 5.09) The trustee is not obligated to exercise any of its rights or powers under the Indenture at the request or direction of the holders of debt securities unless the holders offer the trustee security or indemnity satisfactory to it against the costs, expenses and liabilities incurred therein or thereby. (Section 6.02(d))

No holder of any debt security of any affected series has the right to institute any action for remedy unless such holder has previously given to the trustee written notice of default, the trustee has failed to take action for 60 days after the holders of not less than 25% in aggregate principal amount of the debt securities of each affected series make written request upon the trustee to institute such action and have offered reasonable indemnity in connection with the same and the holders of a majority in aggregate principal amount of the debt securities of each affected series (voting as a single class) have not given direction to the trustee that is inconsistent with the written request referred to above. (Section 5.06)

However, the right of any holder of a debt security or coupon to receive payment of the principal of and interest on that debt security or coupon on or after its due date, or to institute suit for the enforcement of any such payment, may not be impaired or affected without the consent of that holder. (Section 5.07)

The Indenture requires us to file annually with the trustee a written statement as to whether or not we have knowledge of a default. (Section 3.05)

Discharge, Defeasance and Covenant Defeasance

Discharge of Indenture . The Indenture will cease to be of further effect with respect to debt securities of any series, except as to rights of registration of transfer and exchange, substitution of mutilated, defaced, lost or stolen debt securities, rights of holders to receive principal, interest or other amounts payable under the debt securities on the due date thereof (but not upon acceleration), rights and immunities of the trustee and rights of holders with respect to property deposited pursuant to the following provisions, and our obligation to maintain an office for payments, if at any time:

we have paid the principal, interest and any other amounts payable under the debt securities of such series as and when due;

we have delivered to the trustee or the applicable paying agent for cancellation all debt securities of such series; or

the debt securities of such series not delivered to the trustee or the applicable paying agent for cancellation have become due and payable, or will become due and payable within one year, or are to be called for redemption within one year under arrangements satisfactory to the trustee or the applicable paying agent for the giving of notice of redemption, and we have irrevocably deposited with the trustee or the applicable paying agent as trust funds the entire amount in cash or, in the case of securities payable in dollars, U.S. government obligations sufficient to pay all amounts due with respect to such debt securities on or after the date of such deposit, including at maturity or upon redemption of all such debt securities, including principal, interest and other

amounts, and any mandatory sinking fund payments, on the dates on which such payments are due and payable. (Section 10.01)

The trustee, on our demand accompanied by an officers’ certificate and an opinion of counsel and at our cost and expense, will execute proper instruments acknowledging such satisfaction of and discharging the Indenture with respect to such series.

Defeasance of a Series of Securities at Any Time . We may also discharge all of our obligations, other than those obligations that survive as referred to under “— Discharge of Indenture” above, under any series of debt securities at any time, which we refer to as “defeasance.”

We may be released with respect to any outstanding series of debt securities from the obligations imposed by Article 9 of the Indenture, which contains the covenant described below limiting consolidations, mergers and asset sales, and elect not to comply with that provision without creating an Event of Default. Discharge under these procedures is called “covenant defeasance.”

Defeasance or covenant defeasance may be effected only if, among other things:

we irrevocably deposit with the trustee or the applicable paying agent cash or, in the case of debt securities payable only in U.S. dollars, U.S. government obligations, as trust funds in an amount certified to be sufficient to pay on each date that they become due and payable, the principal of, interest on, other amounts due under, and any mandatory sinking fund payments for, all outstanding debt securities of the series being defeased; and

we deliver to the trustee an opinion of counsel to the effect that:

the beneficial owners of the series of debt securities being defeased will not recognize income, gain or loss for United States federal income tax purposes as a result of the defeasance or covenant defeasance; and

the beneficial owners will be subject to United States federal income tax on the same amount and in the same manner and at the same time as would have been the case if such deposit and defeasance or covenant defeasance, as the case may be, had not occurred (in the case of a defeasance, the opinion of counsel must be based on a ruling of the Internal Revenue Service or a change in United States federal income tax law); and

in the case of a covenant defeasance, no Event of Default or event which with notice or lapse of time or both would become an Event of Default has occurred and is continuing on the date of our deposit with the trustee of cash or U.S. government obligations, as applicable, or, with respect to certain Events of Default, at any time during the period ending on the 91st day after the date of such deposit; and

in the case of a covenant defeasance, the covenant defeasance will not cause the trustee to have a conflicting interest for purposes of the Trust Indenture Act of 1939 with respect to any of our debt securities; and

in the case of a covenant defeasance, the covenant defeasance will not cause any debt securities then listed on a national securities exchange to be delisted; and

the defeasance or covenant defeasance will not result in a breach or violation of, or constitute a default under, the Indenture or any other agreement or instrument to which we are a party or by which we are bound. (Section 10.01)

Modification of the Indenture

The Indenture contains provisions permitting us and the trustee to modify the Indenture or the rights of the holders of debt securities with the consent of the holders of not less than a majority in principal amount of each outstanding series of debt securities affected by the modification. Each holder of an affected debt security must consent to a modification that would:

extend the final maturity date of the principal of, or of any interest on, or other amounts payable under any debt security;

reduce the principal amount of, rate of interest on, or any other amounts due under any debt security;

change the currency or currency unit of payment of any debt security or certain provisions of the Indenture applicable to debt securities in foreign currencies;

change the method in which amounts of payments of principal, interest or other amounts are determined on any debt security;

reduce any amount payable upon redemption of any debt security;

adversely affect the terms on which debt securities are convertible into or exchangeable or payable in other securities, instruments, contracts, currencies, commodities or other forms of property;

impair the right of a holder to institute suit for the payment of a debt security or, if the debt securities provide, any right of repurchase at the option of the holder of a debt security; or

reduce the percentage of debt securities of any series, the consent of the holders of which is required for any modification. (Section 8.02)

The Indenture also permits us and the trustee to amend the Indenture in certain circumstances without the consent of the holders of debt securities to evidence our merger or the replacement of the trustee, to cure any ambiguity or to correct or supplement any defective or inconsistent provision, to make other provisions that we deem necessary or desirable and that do not materially and adversely affect the interests of holders of the debt securities and for certain other purposes. (Section 8.01)

Consolidations, Mergers and Sales of Assets

We may not merge or consolidate with any other corporation or sell or convey all or substantially all of our assets to any other corporation, unless:

either we are the continuing corporation or the successor corporation is a United States corporation which expressly assumes the due and punctual payment of the principal of, any interest on, or any other amounts due under the debt securities and the due and punctual performance and observance of all the covenants and conditions of the Indenture binding upon us, and

we or the successor corporation will not, immediately after the merger or consolidation, sale or conveyance, be in default in the performance of any covenant or condition. (Section 9.01)

There are no covenants or other provisions in the Indenture that would afford holders of debt securities additional protection in the event of a recapitalization transaction, a change of control of JPMorgan Chase & Co. or a highly leveraged transaction. The merger covenant described above would apply only if the recapitalization transaction, change of control or highly leveraged transaction were structured to include a merger or consolidation of JPMorgan Chase & Co. or a sale or conveyance of all or substantially all of our assets. However, we may provide specific protections, such as a put right or increased interest, for particular debt securities, which we would describe in the applicable prospectus supplement.

Concerning the Trustee, Paying Agent, Registrar and Transfer Agent

Our subsidiaries and we have a wide range of banking relationships with Deutsche Bank Trust Company Americas, The Bank of New York Mellon and The Bank of New York Mellon, London Branch. The Bank of New York Mellon and, for notes settled through Euroclear Bank SA/NV or Clearstream Banking, S.A., Luxembourg, The Bank of New York Mellon, London Branch, will be the paying agents, registrars, authenticating agents and transfer agents for debt securities issued under the Indenture.

Deutsche Bank Trust Company Americas is initially serving as the trustee for other securities issued by us or JPMorgan Financial, including the debt securities issued under our Indenture, the debt securities issued under JPMorgan Financial’s indenture for debt securities, to which we are a guarantor, and the warrants issued under JPMorgan Financial’s warrant indenture, to which we are a guarantor. Consequently, if an actual or potential event of default occurs with respect to any of these securities, the trustee may be considered to have a conflicting interest for purposes of the Trust Indenture Act of 1939, as amended. In that case, the trustee may be required to resign under the Indenture, and we would be required to appoint a successor trustee. For this purpose, a “potential” event of default means an event that would be an event of default if the requirements for giving us default notice or for the default having to exist for a specific period of time were disregarded.

Debt Securities in Foreign Currencies

Whenever the Indenture provides for an action by, or the determination of, any of the rights of, or any distribution to, holders of debt securities, in the absence of any provision to the contrary, any amount in respect of any debt security denominated in a currency or currency unit other than U.S. dollars may be treated for purposes of taking any such action or distribution as the amount of U.S. dollars that could reasonably be exchanged for such non-U.S. dollar amount. This amount will be calculated as of a date that we specify to the paying agent or, if we fail to specify a date, on a date that the paying agent may determine. (Section 11.11)

Replacement of Debt Securities

At the expense of the holder, we may, in our discretion, replace any debt security that has been mutilated, destroyed, lost or stolen or that is apparently destroyed, lost or stolen. The mutilated debt security must be delivered to the paying agent and the registrar or satisfactory evidence of the destruction, loss or theft of the debt security must be delivered to us, the paying agent, the registrar and the trustee. At the expense of the holder, an indemnity that is satisfactory to us, the paying agent, the registrar and the trustee may be required before a replacement debt security will be issued. (Section 2.09)

Governing Law and Judgments

The debt securities and the Indenture will be governed by, and construed in accordance with, the laws of the State of New York. (Section 11.08) A judgment for money in an action based on debt securities payable in foreign currencies in a federal or state court in the United States ordinarily would be enforced in the United States only in U.S. dollars. The date used to determine the rate of conversion of the foreign currency in which a particular debt security is payable into U.S. dollars will depend upon various factors, including which court renders the judgment. However, if a judgment for money in an action based on the debt securities and the Indenture were entered by a New York court applying New York law, the court would render a judgment in that foreign currency, and the judgment would be converted into U.S. dollars at the rate of exchange prevailing on the date of entry of the judgment.

Description of Warrants of jpmorgan chase & co.

Offered Warrants

In this “Description of Warrants of JPMorgan Chase & Co.” section, all references to “warrants” refer only to warrants issued by JPMorgan Chase & Co. and not to any warrants issued by JPMorgan Chase Financial Company LLC.

We may issue warrants that are debt warrants, index warrants, currency warrants, interest rate warrants or universal warrants. We may offer any of these warrants separately or together with one or more other types of these warrants or purchase contracts, debt securities issued by us, debt obligations or other securities of an entity affiliated or not affiliated with us, other property or any combination of those securities in the form of units, as described in the applicable prospectus supplement. If we issue warrants as part of a unit, the accompanying prospectus supplement will specify whether those warrants may be separated from the other securities in the unit prior to the warrants’ expiration date. Universal warrants issued in the United States may not be so separated prior to the 91st day after the issuance of the unit, unless otherwise specified in the applicable prospectus supplement.

Debt Warrants . We may issue, together with debt securities or separately, warrants for the purchase of debt securities on terms to be determined at the time of sale. We refer to this type of warrant as a “debt warrant.”

Index Warrants . We may issue warrants entitling the holders thereof to receive from us, upon exercise, an amount in cash determined by reference to decreases or increases in the level of a specific index or in the levels (or relative levels) of two or more indices or combinations of indices, which index or indices may be based on one or more stocks, bonds or other securities or securities-based contracts or swaps, one or more interest rates, one or more currencies or currency units, one or more commodities or one or more of any other type of asset or property described in the prospectus supplement, or any combination of the foregoing. We refer to this type of warrant as an “index warrant.”

Currency Warrants . We may also issue warrants entitling the holders thereof to receive from us, upon exercise, an amount in cash determined by reference to decreases or increases in the price or level (or relative price, level or exchange rate) of specified amounts of one or more currencies or currency units. We refer to this type of warrant as a “currency warrant.”

Interest Rate Warrants . We may issue warrants entitling the holders thereof to receive from us, upon exercise, an amount in cash determined by reference to decreases or increases in the yield or closing price of one or more specified debt instruments or in the interest rates, interest rate swap rates, or other rates established from time to time by one or more specified financial institutions (which may include us), or any combination of the foregoing. We refer to this type of warrant as an “interest rate warrant.”

Universal Warrants . We may also issue warrants:

to purchase or sell securities issued by us or another entity, securities based on the performance of such entity, securities based on the performance of such entity but excluding the performance of a particular subsidiary or subsidiaries of such entity, a basket of securities, any other financial, economic or other measure or instrument, including the occurrence or non-occurrence of any event or circumstance, or any combination of the above;

to purchase or sell commodities;

to purchase or sell any other assets or property; or

in such other form as shall be specified in the applicable prospectus supplement.

We refer to the property in the above clauses as “warrant property.” We refer to this type of warrant as a “universal warrant.” We may satisfy our obligations, if any, with respect to any universal warrants by delivering the warrant property or the cash value of the securities or commodities, as described in the applicable prospectus supplement.

The prospectus supplement relating to the warrants being offered will specify the particular terms of, and other information relating to, those warrants.

Significant Provisions of the Warrant Agreements

We will issue the warrants under one or more warrant agreements to be entered into between us and a bank or trust company, as warrant agent, in one or more series, which will be described in the prospectus supplement for the warrants. The forms of warrant agreements are filed as exhibits to the registration statement. The following summarizes the significant provisions of the warrant agreements and the warrants and is not intended to be comprehensive. Holders of the warrants should review the detailed provisions of the relevant warrant agreement for a full description and for other information regarding the warrants. In addition, we will describe the specific terms that will apply to the warrants in an accompanying prospectus supplement, which will supplement and, if applicable, may modify or replace the general terms of the warrants described in the following section. If there are any differences between the accompanying prospectus supplement and this prospectus, the prospectus supplement will control.

Modifications without Consent of Warrantholders. We and the warrant agent may amend the terms of the warrants and the warrant certificates without the consent of the holders to:

cure any ambiguity,

cure, correct or supplement any defective or inconsistent provision, or

amend the terms in any other manner which will not adversely affect the interests of the holders in any material respect.

Modifications with Consent of Warrantholders. We and the warrant agent, with the consent of the holders of not less than a majority in number of the then outstanding warrants affected, may modify or amend the warrant agreement. However, we and the warrant agent may not, without the consent of each affected warrantholder:

change the exercise price of the warrants;

reduce the amount receivable upon exercise, cancellation or expiration of the warrants other than in accordance with adjustment provisions included in the terms of the warrants;

shorten the period of time during which the warrants may be exercised;

materially and adversely affect the exercise rights of the owners of the warrants; or

reduce the percentage of outstanding warrants the consent of whose owners is required for the modification of the applicable warrant agreement.

Merger, Consolidation, Sale or Other Disposition. If at any time there we merge or consolidate or transfer substantially all of our assets, the successor corporation will succeed to and assume all of our obligations under each warrant agreement and the warrant certificates. We will then be relieved of any further obligation under each of those warrant agreements and the warrants issued under those warrant agreements. See “Description of Debt Securities — Consolidations, Mergers and Sales of Assets.”

Enforceability of Rights of Warrantholders. The warrant agent will act solely as our agent in connection with the warrant certificates and will not assume any obligation or relationship of agency or trust for or with any holders of warrant certificates or beneficial owners of warrants. Any holder of warrant certificates and any beneficial owner of warrants may, without the consent of any other person, enforce its right, and may institute any proceeding, on its own behalf, to exercise the warrants evidenced by the warrant certificates in the manner provided for in that series of warrants or pursuant to the applicable warrant agreement. Prior to exercise, no holder of any warrant certificate or beneficial owner of any warrants will be entitled to any of the rights of a holder of the debt securities or any other warrant property that may be purchased upon exercise of the warrants, including, without limitation, the right to receive the payments on those debt securities or other warrant property or to enforce any of the covenants or rights in the Indenture or any other similar agreement.

Registration and Transfer of Warrants. Subject to the terms of the applicable warrant agreement, warrants in definitive form may be presented for exchange and for registration of transfer, at the corporate trust office of the warrant agent for that series of warrants, or at any other office indicated in the prospectus supplement relating to that series of warrants, without service charge. However, the holder will be required to pay any taxes and other governmental charges as described in the warrant agreement. The transfer or exchange will be effected only if the warrant agent for the series of warrants is satisfied with the documents of title and identity of the person making the request. See “Forms of Securities — Global Securities” for information regarding warrants in global form.

Replacement of Warrants . We will replace any mutilated certificate evidencing a definitive warrant at the expense of the holder upon surrender of that certificate to the warrant agent. We will replace certificates that have been destroyed, lost or stolen at the expense of the holder upon delivery to us and the warrant agent of evidence satisfactory to us and the warrant agent of the destruction, loss or theft of the certificates. In the case of a destroyed, lost or stolen certificate, an indemnity satisfactory to the warrant agent and to us may be required at the expense of the holder of the warrant evidenced by that certificate before a replacement will be issued.

New York Law to Govern. The warrants and each warrant agreement will be governed by, and construed in accordance with, the laws of the State of New York.

Description of Units of jpmorgan chase & co.

General

Units will consist of any combination of warrants, purchase contracts, debt securities issued by us, debt obligations or other securities of an entity affiliated or not affiliated with us or any other property (which we refer collectively as the “unit property”). The units or units property may impose obligations on the holder, which may be secured by other items of unit property or other assets or security. The applicable prospectus supplement will also describe:

the designation and the terms of the units and unit property may be traded separately or as other kinds of units;

whether holders of the units will be required to pledge any items to secure performance thereof, such as described in “— Description of Purchase Contracts of JPMorgan Chase & Co. — Purchase Contracts Issued as Part of Units — Pledge by Purchase Contract Holders to Secure Performance” below;

any additional terms of the applicable unit agreement;

any additional provisions for the issuance, payment, settlement, transfer or exchange of the units or of the unit property constituting the units; and

any applicable United States federal income tax consequences.

The terms and conditions described under “— Description of Debt Securities of JPMorgan Chase & Co.,” “— Description of Warrants of JPMorgan Chase & Co.,” “— Description of Purchase Contracts of JPMorgan Chase & Co.,” and those described below, under “— Significant Provisions of the Unit Agreement” will apply to each unit and to any unit property consisting of warrants, purchase contracts, debt securities issued by us, debt obligations or other securities of an entity affiliated or not affiliated with us or other property, as applicable, unless otherwise specified in the applicable prospectus supplement.

Significant Provisions of the Unit Agreement

We will issue the units under one or more unit agreements, each referred to as a unit agreement, to be entered into between us and a bank or trust company, as unit agent. We may issue units in one or more series, which will be described in the applicable prospectus supplement for the units. The form of unit agreement is incorporated by reference as an exhibit to the registration statement. The following summarizes the significant provisions of the unit agreements and the units and is not intended to be comprehensive. Holders of the units should review the detailed provisions of the relevant unit agreement for a full description and for other information regarding the units. In addition, we will describe the specific terms that will apply to the units in an accompanying prospectus supplement, which will supplement and, if applicable, may modify or replace the general terms of the units described in the following section. If there are any differences between the accompanying prospectus supplement and this prospectus, the prospectus supplement will control.

Remedies . The unit agent will act solely as our agent in connection with the units governed by the unit agreement and will not assume any obligation or relationship of agency or trust for or with any holders of units or interests in those units. Any holder of units or interests in those units may, without the consent of the unit agent or any other holder or beneficial owner of units, enforce, and may institute any proceeding against us, on its own behalf, its rights under the unit agreement. However, the holders of units or interests in those units may only enforce their rights under the unit property underlying those units and the applicable purchase contract agreement in accordance with the terms of the Indenture, the applicable warrant agreement and the applicable purchase contract agreement.

Modification without Consent of Holders . We and the unit agent may amend or supplement the unit agreement and the terms of the purchase contracts and the purchase contract certificates without the consent of the holders to:

cure any ambiguity;

cure, correct or supplement any defective or inconsistent provision in the agreement; or

amend the terms in any other manner which we may deem necessary or desirable and which will not adversely affect the interest of the affected holders of units in any material respect.

Modification with Consent of Holders . We and the unit agent, with the consent of the holders of not less than a majority of units at the time outstanding, may modify or amend the rights of the affected holders of the affected units and the terms of the unit agreement. However, we and the unit agent may not, without the consent of each affected holder of units, make any modifications or amendments that would:

materially and adversely affect the exercise rights of the affected holders, or

reduce the percentage of outstanding units the consent of whose owners is required to consent to a modification or amendment of the unit agreement.

Modifications of any debt securities issued pursuant to the Indenture and included in units may only be made in accordance with the Indenture, as described under “— Description of Debt Securities of JPMorgan Chase & Co. — Modification of the Indenture” Modifications of any warrants included in units may only be made in accordance with the terms of the applicable warrant agreement as described under “— Description of Warrants of JPMorgan Chase & Co. — Significant Provisions of the Warrant Agreement.”

Merger, Consolidation, Sale or Conveyance . The unit agreement provides that we will not merge or consolidate with any other person and will not sell or convey all or substantially all of our assets to any person unless:

we will be the continuing corporation, or the successor corporation or person that acquires all or substantially all of our assets:

will be a corporation organized under the laws of the United States, a state of the United States or the District of Columbia; and

will assume due and punctual performance of all of our obligations under the unit agreement; and

immediately after the merger, consolidation, sale or conveyance, we, that person or that successor corporation will not be in default in the performance of the covenants and conditions of the unit agreement applicable to us.

Replacement of Unit Certificates . We will replace any mutilated certificate evidencing a definitive unit at the expense of the holder upon surrender of that certificate to the unit agent. We will replace certificates that have been destroyed, lost or stolen at the expense of the holder upon delivery to us and the unit agent of evidence satisfactory to us and the unit agent of the destruction, loss or theft of the certificates. In the case of a destroyed, lost or stolen certificate, an indemnity satisfactory to the unit agent and to us may be required at the expense of the holder of the units evidenced by that certificate before a replacement will be issued.

Title . We, the unit agent, the trustee, the warrant agent and any of their agents will treat the registered holder of any unit as its owner, notwithstanding any notice to the contrary, for all purposes.

New York Law to Govern . The unit agreement and the units will be governed by, and construed in accordance with, the laws of the State of New York.

Description of Purchase Contracts of jpmorgan chase & co.

We may issue purchase contracts, including purchase contracts issued as part of a unit with one or more items of unit property for the purchase or sale of, or settlement in cash based on the value of:

securities issued by us or by an entity affiliated or not affiliated with us, a basket of those securities, an index or indices of those securities or any combination of the above;

currencies;

commodities; or

other property.

We refer to the property in the above clauses as “purchase contract property.”

Each purchase contract will obligate the holder to purchase or sell, and obligate us to sell or purchase, on a specified date or dates, the purchase contract property at a specified price or prices, or cash in lieu of such purchase contract property, all as described in the applicable prospectus supplement. The applicable prospectus supplement will also specify the methods by which the holders may purchase or sell the purchase contract property and any acceleration, cancellation or termination provisions or other provisions relating to the settlement of a purchase contract.

Purchase Contracts Issued as Parts of Units

Purchase contracts issued as parts of units will be governed by the terms and provisions of a unit agreement. See “— Description of Units of JPMorgan Chase & Co. — Significant Provisions of the Unit Agreement.” The accompanying prospectus supplement will specify the following:

whether the purchase contract obligates the holder to purchase or sell the purchase contract property;

whether and when a purchase contract issued as part of a unit may be separated from the other securities constituting part of that unit prior to the purchase contract’s settlement date;

the methods by which the holders may purchase or sell the purchase contract property;

any acceleration, cancellation or termination provisions or other provisions relating to the settlement of a purchase contract;

whether the purchase contracts will be issued in definitive or global form, although, in any case, the form of a purchase contract included in a unit will correspond to the form of the unit and of any debt security, warrant or other security included in that unit; and

any applicable United States federal income tax consequences.

Holders of the purchase contracts should review the detailed provisions of the relevant unit agreement for a full description and for other information regarding the purchase contracts. In addition, we will describe the specific terms that will apply to the purchase contracts in an accompanying prospectus supplement, which will supplement and, if applicable, may modify or replace the general terms of the purchase contracts described in the following section. If there are any differences between the accompanying prospectus supplement and this prospectus, the prospectus supplement will control.

Settlement of Purchase Contracts . Where purchase contracts issued together with debt securities or debt obligations as part of a unit require the holders to buy purchase contract property, the unit agent may apply principal payments from the debt securities or debt obligations in satisfaction of the holders obligations under the related purchase contract as specified in the prospectus supplement. The unit agent will not so apply the principal payments if the holder has delivered cash to meet its obligations under the purchase contract. To settle the purchase contract and receive the purchase contract property, the holder must present and surrender the unit certificates at the office of the unit agent. If a holder settles its obligations under a purchase contract that is part of a unit in cash rather than by delivering the

debt security or debt obligation that is part of the unit, that debt security or debt obligation will remain outstanding, if the maturity extends beyond the relevant settlement date and, as more fully described in the applicable prospectus supplement, the holder will receive that debt security or debt obligation or an interest in the relevant global debt security.

Pledge by Purchase Contract Holders to Secure Performance . To secure the obligations of the purchase contract holders contained in the unit agreement and in the purchase contracts, the holders, acting through the unit agent, as their attorney-in-fact, will assign and pledge the items in the following sentence, which we refer to as the “pledge,” to JPMorgan Chase Bank, National Association, in its capacity as collateral agent, for our benefit. Except as otherwise described in the applicable prospectus supplement, the pledge is a security interest in, and a lien upon and right of set-off against, all of the holders’ right, title and interest in and to:

all or any portion of the debt securities, debt obligations or other securities that are, or become, part of units that include the purchase contracts, or other property as may be specified in the applicable prospectus supplement, which we refer to as the “pledged items”;

all additions to and substitutions for the pledged items as may be permissible, if so specified in the applicable prospectus supplement;

all income, proceeds and collections received or to be received, or derived or to be derived, at any time from or in connection with the pledged items described in the two immediately preceding clauses above; and

all powers and rights owned or thereafter acquired under or with respect to the pledged items.

The pledge constitutes collateral security for the performance when due by each holder of its obligations under the unit agreement and the applicable purchase contract. Except as otherwise described in the applicable prospectus supplement, the collateral agent will forward all payments from the pledged items to us, unless the payments have been released from the pledge in accordance with the unit agreement. If the terms of the unit so provide, we will use the payments received from the pledged items to satisfy the obligations of the holder of the unit under the related purchase contract.

Property Held in Trust by Unit Agent . If a holder fails to settle its obligations under a purchase contract that is part of a unit and fails to present and surrender its unit certificate to the unit agent when required, that holder will not receive the purchase contract property. Instead, the unit agent will hold that holder’s purchase contract property, together with any distributions, as the registered owner in trust for the benefit of the holder until the holder presents and surrenders the certificate or provides satisfactory evidence that the certificate has been destroyed, lost or stolen. The unit agent or JPMorgan Chase & Co. may require an indemnity from the holder for liabilities related to any destroyed, lost or stolen certificate. If the holder does not present the unit certificate, or provide the necessary evidence of destruction or loss and indemnity, on or before the second anniversary of the settlement date of the related purchase contract, the unit agent will pay to us the amounts it received in trust for that holder. Thereafter, the holder may recover those amounts only from us and not the unit agent. The unit agent will have no obligation to invest or to pay interest on any amount it holds in trust pending distribution.

Description of Debt Securities of jpmorgan chase financial company llc

General

In this “Description of Debt Securities of JPMorgan Chase Financial Company LLC” section, “we,” us” or “our” refer only to JPMorgan Chase Financial Company LLC and not to any of its affiliates, including JPMorgan Chase & Co., references to the “Guarantor” refer only to JPMorgan Chase & Co. and not to any of its subsidiaries or affiliates, and all references to “debt securities” refer only to debt securities issued by JPMorgan Chase Financial Company LLC and not to any debt securities issued by JPMorgan Chase & Co.

The debt securities will be issued under an Indenture among JPMorgan Chase Financial Company LLC, as issuer, JPMorgan Chase & Co., as guarantor, and Deutsche Bank Trust Company Americas, as trustee (as has been and as may be further supplemented from time to time, for purposes of this section entitled “Description of Debt Securities of JPMorgan Chase Financial Company LLC,” the “Indenture”).

We have summarized below the material provisions of the Indenture and the debt securities and guarantees issued under the Indenture or indicated which material provisions will be described in the related prospectus supplement.

These descriptions are only summaries, and each investor should refer to the Indenture, which describes completely the terms and definitions summarized below and contains additional information regarding the debt securities issued under it. Where appropriate, we use parentheses to refer you to the particular sections of the Indenture. Any reference to particular sections or defined terms of the Indenture in any statement under this heading qualifies the entire statement and incorporates by reference the applicable section or definition into that statement.

The debt securities will be our direct, unsecured general obligations, the payment on which is fully and unconditionally guaranteed by the Guarantor, and will have the same rank in liquidation as all of our other unsecured and unsubordinated debt.

The Indenture does not limit the aggregate principal amount of debt securities that may be issued under it. The Indenture provides that debt securities may be issued up to the principal amount authorized by us from time to time. (Section 2.03) No debt securities are outstanding under the Indenture as of the date of this prospectus. We have authorized the issuance of securities under the registration statement to which this prospectus relates, including debt securities, with an aggregate initial public offering price not to exceed $20 billion, to be issued on or after February 9, 2016.

The Guarantor is a holding company and conducts substantially all of its operations through subsidiaries. As a result, claims of the holders of the debt securities against the Guarantor under the guarantee will generally have a junior position to claims of creditors of the Guarantor’s subsidiaries, except to the extent that the Guarantor may be recognized, and receives payment, as a creditor of those subsidiaries. Claims of the Guarantor’s subsidiaries’ creditors other than the Guarantor include substantial amounts of long-term debt, deposit liabilities, federal funds purchased, securities loaned or sold under repurchase agreements, commercial paper and other borrowed funds.

occurrence of any event or circumstance. The debt securities may also be issued as original issue discount debt securities, which will bear no interest or bear interest at below market rates and will be sold at a discount to their stated principal amount. All references in this prospectus, or any prospectus supplement to other amounts will include premium, if any, and other cash amounts payable under the Indenture, if any.

The debt securities may bear interest at a fixed rate, which may be zero, or a floating rate.

The prospectus supplement relating to a particular series of debt securities being offered will specify the particular terms of, and other information relating to, those debt securities.

We will generally have no obligation to repurchase, redeem, or change the terms of the debt securities upon any event (including a change in control of us or the Guarantor) that might have an adverse effect on our or the Guarantor’s credit quality.

Events of Default and Waivers

Unless otherwise specified in the applicable prospectus supplement, an “Event of Default” with respect to a series of debt securities issued under the Indenture is defined in the Indenture as:

default for 30 days in the payment of interest on any debt securities of that series;

default in the payment of principal or other amounts payable on any debt securities of that series when due, at maturity, upon redemption, by declaration, or otherwise;

failure by us for 90 days to perform any other covenants or warranties applicable to us contained in the Indenture applicable to that series after written notice has been given by the trustee to us and the Guarantor or given by holders of at least 25% in aggregate principal amount of the outstanding securities of all series affected thereby to us, the Guarantor and the trustee;

certain events of our bankruptcy, insolvency, receivership, winding up or liquidation, whether voluntary or involuntary;

the guarantee ceases to be in full force and effect, other than in accordance with the Indenture, or the Guarantor denies or disaffirms its obligations under the guarantee, provided that no Event of Default with respect to the guarantee will occur as a result of, or because it is related directly or indirectly to, the insolvency of the Guarantor or the commencement of proceedings under Title 11 of the United States Code, or the appointment of a receiver for the Guarantor under Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Federal Deposit Insurance Corporation having separately repudiated the Guarantee in receivership, or the commencement of or certain other events of the Guarantor’s bankruptcy, insolvency, resolution, receivership, winding up or liquidation;

any other event of default provided in the applicable supplemental indentures to the Indenture or form of security. (Section 5.01)

Unless otherwise specified in the applicable prospectus supplement, if an Event of Default occurs and is continuing because of a default in the payment of principal, interest or other amounts payable on the debt securities, a failure in the performance of any covenant or agreement applicable to us, the guarantee ceasing to be in full force and effect, or any other event of default provided in the applicable supplemental

indentures to the Indenture or form of security, either the trustee or the holders of at least 25% in aggregate principal amount of the debt securities of such series then outstanding, treated as one class, by written notice to us and the Guarantor, may declare the principal of all outstanding debt securities of such series and any interest accrued thereon, to be due and payable immediately. Unless otherwise specified in the applicable prospectus supplement, if a default due to specified events of our bankruptcy, insolvency, receivership, winding up or liquidation, occurs and is continuing, the principal of all outstanding debt securities and any interest accrued thereon will automatically, and without any declaration or other action on the part of the trustee or any holder, become immediately due and payable. Subject to certain conditions such declarations may be annulled and past defaults may be waived by the holders of a majority in principal amount of the outstanding debt securities of the series affected. (Sections 5.01 and 5.10)

Events of bankruptcy, insolvency, resolution, receivership, winding up or liquidation relating to the Guarantor will not constitute an Event of Default with respect to any series of debt securities. In addition, failure by the Guarantor to perform any of its covenants or warranties (other than a payment default) will not constitute an Event of Default with respect to any series of debt securities. Therefore, events of bankruptcy, resolution, receivership, insolvency, winding up or liquidation relating to the Guarantor (in the absence of any such event occurring with respect to us) will not permit any of the debt securities to be declared due and payable and the trustee is not authorized to exercise any remedy against us or the Guarantor upon the occurrence or continuation of these events with respect to the Guarantor. Instead, even if an event of bankruptcy, insolvency, resolution, receivership, winding up or liquidation relating to the Guarantor has occurred, the trustee and the holders of debt securities of a series will not be able to declare the relevant debt securities to be immediately due and payable unless there is an Event of Default with respect to that series as described above, such as our bankruptcy, insolvency, receivership, winding up or liquidation or a payment default by us or the Guarantor on the relevant debt securities. The value you receive on any series of debt securities may be significantly less than what you would have otherwise received had our debt securities been declared due and payable immediately or the trustee been authorized to exercise any remedy against us or the Guarantor upon the occurrence or continuation of these events with respect to the Guarantor.

The Indenture requires us and the Guarantor to file annually with the trustee a written statement as to whether or not we or the Guarantor, as the case may be, have knowledge of a default. (Section 3.05)

Discharge, Defeasance and Covenant Defeasance

Discharge of Indenture . The Indenture will cease to be of further effect with respect to debt securities of any series and the guarantee as it relates to debt securities of that series, except as to rights of registration of transfer and exchange, substitution of mutilated, defaced, lost or stolen debt securities, rights of holders to receive principal, interest or other amounts payable under the debt securities on the due date thereof (but not upon acceleration), rights and immunities of the trustee and rights of holders with respect to property deposited pursuant to the following provisions, and our obligation to maintain an office for payments, if at any time:

we or the Guarantor have paid the principal, interest and any other amounts payable under the debt securities of such series as and when due;

we have delivered to the trustee or the applicable paying agent for cancellation all debt securities of such series; or

the debt securities of such series not delivered to the trustee or the applicable paying agent for cancellation have become due and payable, or will become due and payable within one year, or are to be called for redemption within one year under arrangements satisfactory to the trustee or the applicable paying agent for the giving of notice of redemption, and we or the Guarantor has irrevocably deposited with the trustee or the applicable paying agent as trust funds the entire amount in cash or, in the case of securities payable in dollars, U.S. government obligations sufficient to pay all amounts due with respect to such debt securities on or after the date of such deposit, including at maturity or upon redemption of all such debt securities, including principal, interest and other amounts, and any mandatory sinking fund payments, on the dates on which such payments are due and payable. (Section 10.01)

The trustee, on our or the Guarantor’s demand, accompanied by an officers’ certificate of ours or the Guarantor’s, and an opinion of counsel and at our or the Guarantor’s cost and expense, will execute proper instruments acknowledging such satisfaction of and discharging the Indenture with respect to such series.

Defeasance of a Series of Securities at Any Time . We and the Guarantor may also discharge all of our and the Guarantor’s obligations, other than those obligations that survive as referred to under “—Discharge of Indenture” above, under any series of debt securities at any time, which we refer to as “defeasance.”

We and the Guarantor may be released with respect to any outstanding series of debt securities from the obligations imposed by Article 9 of the Indenture, which contains the covenant described below limiting consolidations, mergers and asset sales, and any other obligations described in a prospectus supplement, and elect not to comply with those provisions without creating an Event of Default. Discharge under these procedures is called “covenant defeasance.”

Defeasance or covenant defeasance may be effected only if, among other things:

we or the Guarantor irrevocably deposits with the trustee or the applicable paying agent cash or, in the case of debt securities payable only in U.S. dollars, U.S. government obligations, as trust funds in an amount certified to be sufficient to pay on each date that they become due and payable, the principal of, interest on, other amounts due under, and any mandatory sinking fund payments for, all outstanding debt securities of the series being defeased; and

we or the Guarantor delivers to the trustee an opinion of counsel to the effect that:

in the case of a covenant defeasance, the covenant defeasance will not cause any debt securities then listed on a national securities exchange to be delisted; and

the defeasance or covenant defeasance will not result in a breach or violation of, or constitute a default under, the Indenture or any other agreement or instrument to which we or the Guarantor is a party or by which we or the Guarantor are bound. (Section 10.01)

Modification of the Indenture

The Indenture contains provisions permitting us, the Guarantor and the trustee to modify the Indenture or the rights of the holders of debt securities with the consent of the holders of not less than a majority in principal amount of each outstanding series of debt securities affected by the modification. Each holder of an affected debt security must consent to a modification that would:

extend the final maturity date of the principal of, or of any interest on, or other amounts payable under any debt security;

reduce the principal amount of, rate of interest on, or any other amounts due under any debt security;

change the currency or currency unit of payment of any debt security or certain provisions of the Indenture applicable to debt securities in foreign currencies;

change the method in which amounts of payments of principal, interest or other amounts are determined on any debt security;

reduce any amount payable upon redemption of any debt security;

impair the right of a holder to institute suit for the payment of a debt security or, if the debt securities provide, any right of repurchase at the option of the holder of a debt security;

reduce the percentage of debt securities of any series, the consent of the holders of which is required for any modification; or

make any change in the guarantee that would adversely affect the holders of the debt securities of such series or release the Guarantor from the guarantee other than pursuant to the terms of the Indenture. (Section 8.02)

The Indenture also permits us, the Guarantor and the trustee to amend the Indenture in certain circumstances without the consent of the holders of debt securities to evidence our or the Guarantor’s merger or the replacement of the trustee, to cure any ambiguity or to correct or supplement any defective or inconsistent provision, to make any change to the Indenture or our debt securities that we deem

necessary or desirable and that does not materially and adversely affect the interests of holders of the debt securities and for certain other purposes. (Section 8.01)

Consolidations, Mergers, Sales and Transfers of Assets

Neither we nor the Guarantor may merge or consolidate with any other entity or sell, convey or transfer all or substantially all of their respective assets to any other entity, unless:

with respect to us:

either we are the continuing entity in the case of a merger or consolidation or the successor entity in the case of a merger or consolidation (including an affiliate of the Guarantor) or the entity to whom those assets are sold, conveyed or transferred in the case of a sale, conveyance or transfer is a United States corporation or limited liability company that expressly assumes the due and punctual payment of the principal of, any interest on, or any other amounts due under the debt securities and the due and punctual performance and observance of all the covenants and conditions of the Indenture binding upon us, and

no Event of Default and no event which, with notice or lapse of time or both, would become an Event of Default has occurred or would be continuing, immediately after the merger or consolidation, or the sale, conveyance or transfer, and

with respect to the Guarantor:

either the Guarantor is the continuing entity in the case of a merger or consolidation or the successor entity in the case of a merger or consolidation or the entity to whom those assets are sold, conveyed or transferred in the case of a sale, conveyance or transfer is a United States corporation that expressly assumes the full and unconditional guarantee of the full and punctual payment of the principal of, any interest on, or any other amounts due under the debt securities and the due and punctual performance and observance of all the covenants and conditions of the Indenture binding upon the Guarantor, and

Any transfer of material assets of the Guarantor to any other entity that occurs as a result of, or because it is related directly or indirectly to, any proceedings relative to the Guarantor under Title 11 of the United States Code or under a receivership under Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or under any other applicable federal or state bankruptcy, insolvency, resolution or other similar law will be deemed to be a sale, conveyance or transfer of all or substantially all of the Guarantor’s assets.

There are no covenants or other provisions in the Indenture that would afford holders of debt securities additional protection in the event of a recapitalization transaction involving us or the Guarantor, a change of control of us or the Guarantor or a highly leveraged transaction involving us or the Guarantor. The merger covenant described above would apply only if the recapitalization transaction, change of control or highly leveraged transaction were structured to include a merger or consolidation of us or the Guarantor or a sale or conveyance of all or substantially all of our or the Guarantor’s assets. However, we may provide specific protections, such as a put right or increased interest, for particular debt securities, which we would describe in the applicable prospectus supplement.

JPMorgan Chase & Co. Guarantee

The Guarantor will fully and unconditionally guarantee the full and punctual payment of the principal of, interest on, and all other amounts payable under the debt securities when the same becomes due and payable, whether at maturity, upon redemption, repurchase at the option of the holders of the applicable debt securities or upon acceleration. If for any reason we do not make any required payment in respect of our debt securities when due, the Guarantor will on demand pay the unpaid amount at the same place

and in the same manner that applies to payments made by us under the Indenture. The guarantee is of payment and not of collection. (Section 14.01)

The Guarantor’s obligations under the guarantee are unconditional and absolute. However, (1) the Guarantor will not be liable for any amount of payment that we are excused from making or any amount in excess of the amount actually due and owing by us, and (2) any defense or counterclaims available to us (except those resulting solely from, or on account of, our insolvency or our status as debtor or subject of a bankruptcy or insolvency proceeding) will also be available to the Guarantor to the same extent as these defense or counterclaims are available to us, whether or not asserted by us. (Section 14.02)

Concerning the Trustee, Paying Agent, Registrar and Transfer Agent

We, the Guarantor and certain of their affiliates have a wide range of banking relationships with Deutsche Bank Trust Company Americas, The Bank of New York Mellon and The Bank of New York Mellon, London Branch. The Bank of New York Mellon and, for notes settled through Euroclear Bank SA/NV or Clearstream Banking, S.A., Luxembourg, The Bank of New York Mellon, London Branch, will be the paying agents, authenticating agents, registrars and transfer agents for debt securities issued under the Indenture.

Deutsche Bank Trust Company Americas is initially serving as the trustee for the debt securities issued under our Indenture, to which JPMorgan Chase & Co. acts as a guarantor, the warrants issued under our warrant indenture, to which JPMorgan Chase & Co. acts as a guarantor, and the debt securities issued under JPMorgan Chase & Co.’s indenture. Consequently, if an actual or potential event of default occurs with respect to any of these securities, the trustee may be considered to have a conflicting interest for purposes of the Trust Indenture Act of 1939, as amended. In that case, the trustee may be required to resign under the Indenture, and we would be required to appoint a successor trustee. For this purpose, a “potential” event of default means an event that would be an event of default if the requirements for giving us default notice or for the default having to exist for a specific period of time were disregarded.

Debt Securities in Foreign Currencies

Whenever the Indenture provides for an action by, or the determination of, any of the rights of, or any distribution to, holders of debt securities, in the absence of any provision to the contrary, any amount in respect of any debt security denominated in a currency or currency unit other than U.S. dollars may be treated for purposes of taking any such action or distribution as the amount of U.S. dollars that could reasonably be exchanged for such non-U.S. dollar amount. This amount will be calculated as of a date that we specify to the trustee or, if we fail to specify a date, on a date that the trustee may determine. (Section 11.11)

Replacement of Debt Securities

At the expense of the holder, we may, in our discretion, replace any debt security that has been mutilated, destroyed, lost or stolen or that is apparently destroyed, lost or stolen. The mutilated debt security must be delivered to the paying agent and the registrar or satisfactory evidence of the destruction, loss or theft of the debt security must be delivered to us, the paying agent, the registrar and the trustee. At the expense of the holder, an indemnity that is satisfactory to us, the Guarantor, the paying agent, the registrar and the trustee may be required before a replacement debt security will be issued. (Section 2.09)

Governing Law and Judgments

The debt securities and the Indenture, including the guarantee, will be governed by, and construed in accordance with, the laws of the State of New York. (Section 11.08) A judgment for money in an action based on debt securities payable in foreign currencies in a federal or state court in the United States ordinarily would be enforced in the United States only in U.S. dollars. The date used to determine the rate of conversion of the foreign currency in which a particular debt security is payable into U.S. dollars will depend upon various factors, including which court renders the judgment. However, if a judgment for money in an action based on the debt securities and the Indenture were entered by a New York court applying New York law, the court would render a judgment in that foreign currency, and the judgment

would be converted into U.S. dollars at the rate of exchange prevailing on the date of entry of the judgment.

Description of Warrants of jpmorgan chase financial company llc

General

In this “Description of Warrants of JPMorgan Chase Financial Company LLC” section, “we,” us” or “our” refer only to JPMorgan Chase Financial Company LLC and not to any of its affiliates, including JPMorgan Chase & Co., references to the “Guarantor” refer only to JPMorgan Chase & Co. and not to any of its subsidiaries or affiliates, and all references to “warrants” refer only to warrants issued by JPMorgan Chase Financial Company LLC and not to any warrants issued by JPMorgan Chase & Co.

The following description of the terms of the warrants contains certain general terms that may apply to the warrants. The specific terms of any warrants will be described in one or more prospectus supplements relating to those warrants.

The warrants will be issued under a Warrant Indenture among JPMorgan Chase Financial Company LLC, as issuer, JPMorgan Chase & Co., as guarantor, and Deutsche Bank Trust Company Americas, as trustee (as has been and as may be further supplemented from time to time, for purposes of this section entitled “Description of Warrants of JPMorgan Chase Financial Company LLC,” the “Indenture”).

We have summarized below the material provisions of the Indenture and the warrants and guarantees issued under the Indenture or indicated which material provisions will be described in the related prospectus supplement.

These descriptions are only summaries, and each investor should refer to the Indenture, which describes completely the terms and definitions summarized below and contains additional information regarding the warrants issued under it. Where appropriate, we use parentheses to refer you to the particular sections of the Indenture. Any reference to particular sections or defined terms of the Indenture in any statement under this heading qualifies the entire statement and incorporates by reference the applicable section or definition into that statement.

The warrants will be our unsecured contractual obligations, the payment on which is fully and unconditionally guaranteed by the Guarantor, and will have the same rank in liquidation as all of our other unsecured contractual obligations and all our other unsecured and unsubordinated debt.

The warrants entitle the holders thereof to receive from us, upon exercise (including automatic or deemed exercise), an amount in cash, if any, determined by reference to one or more interest rates, swap rates, securities, commodities, currencies, currency units, composite currencies, options or futures contracts or any other rates, instruments, assets, market measures or other factors (including but not limited to the occurrence, non-occurrence or extent of an occurrence of any event or circumstance or any contingency associated with a financial, commercial or economic consequence) or any other measures of economic or financial risk or value, or one or more baskets, indices or other combinations of any of the foregoing.

We intend to issue warrants only to the extent permitted under Rule 3a-5 of the Investment Company Act of 1940, as amended, or pursuant to another available exemption from registration as an “investment company” under the Investment Company Act of 1940, as amended.

The Indenture does not limit the aggregate number of warrants that may be issued under it. The Indenture provides that warrants may be issued up to the number authorized by us from time to time. (Section 2.03) No warrants are outstanding under the Indenture as of the date of this prospectus. We have authorized the issuance of securities, including warrants, with an aggregate initial public offering price not to exceed $20 billion, to be issued on or after February 9, 2016.

The Indenture allows us to reopen a previous issue of a series of warrants and issue additional warrants of that issue. We have no obligation to take your interests into account when deciding whether to issue additional warrants. In addition, we are under no obligation to reopen any series of warrants or to issue any additional warrants.

The Guarantor is a holding company and conducts substantially all of its operations through subsidiaries. As a result, claims of the holders of the warrants against the Guarantor under the guarantee

will generally have a junior position to claims of creditors of the Guarantor’s subsidiaries, except to the extent that the Guarantor may be recognized, and receives payment, as a creditor of those subsidiaries. Claims of the Guarantor’s subsidiaries’ creditors other than the Guarantor include substantial amounts of long-term debt, deposit liabilities, federal funds purchased, securities loaned or sold under repurchase agreements, commercial paper and other borrowed funds.

We may issue warrants from time to time in one or more series. (Section 2.03) The warrants may be denominated and payable in U.S. dollars or foreign currencies. (Section 2.03) We may also issue warrants, from time to time, with the amounts payable on any relevant payment date to be determined by reference to one or more currency exchange rates, interest rates, swap rates, securities or baskets of securities, commodity prices, indices, basket of indices, or any other financial, economic or other measure or instrument, including the occurrence or non-occurrence of any event or circumstance.

The prospectus supplement relating to a particular series of warrants being offered will specify the particular terms of, and other information relating to, those warrants.

Holders may present warrants for exchange or transfer, in the manner, at the places and subject to the restrictions stated in the warrants and described in the applicable prospectus supplement. We will provide these services without charge except for any tax or other governmental charge payable in connection with these services and subject to any limitations provided in the Indenture. (Section 2.08)

We will generally have no obligation to repurchase, redeem, or change the terms of the warrants upon any event (including a change in control of us or the Guarantor) that might have an adverse effect on our or the Guarantor’s credit quality.

Events of Default and Waivers

Unless otherwise specified in the applicable prospectus supplement, an “Event of Default” with respect to any warrant of any series issued under the Indenture is defined in the Indenture as:

default in the payment of any amount payable on that warrant when due (but not such a default in respect of any other warrant of the same series or any other series), either upon exercise, upon redemption or otherwise;

failure by us for 90 days to perform any other covenants or warranties applicable to us contained in the Indenture applicable to that series after written notice has been given by the trustee to us and the Guarantor or given by holders of at least 25% in aggregate number of the outstanding warrants of all series affected thereby to us, the Guarantor and the trustee;

certain events of our bankruptcy, insolvency, receivership, winding up or liquidation, whether voluntary or involuntary;

any other event of default provided in the applicable supplemental indentures to the Indenture or form of security. (Section 5.01)

However, a failure by the Issuer to perform any obligation or otherwise observe any covenant in any warrant or in the Indenture insofar as it applies to any warrant will not constitute a default unless all conditions precedent to the obligations of the Issuer to be satisfied by the holder of that warrant have been satisfied. (Section 5.01)

Neither the trustee nor any holder is entitled, whether by reason of a default or otherwise, to demand or accelerate any payment on a warrant before the payment is otherwise due in accordance with the terms of that warrant. (Section 5.02)

Subject to certain conditions, past defaults may be waived by the holders of a majority in number of the outstanding warrants of the series affected. (Section 5.10)

Events of bankruptcy, insolvency, resolution, receivership, winding up or liquidation relating to the Guarantor will not constitute an Event of Default with respect to any series of warrants. In addition, failure by the Guarantor to perform any of its covenants or warranties (other than a payment default) will not constitute an Event of Default with respect to any series of warrants. Therefore, the trustee is not authorized to exercise any remedy against us or the Guarantor upon the occurrence or continuation of events of bankruptcy, resolution, receivership, insolvency, winding up or liquidation relating to the Guarantor (in the absence of any such event occurring with respect to us). Instead, even if an event of bankruptcy, insolvency, resolution, receivership, winding up or liquidation relating to the Guarantor has occurred, the trustee and the holders of warrants of a series will not be entitled to institute any action or proceeding against us or the Guarantor unless there is an Event of Default with respect to that series as described above, such as our bankruptcy, insolvency, receivership, winding up or liquidation or a payment default by us or the Guarantor on the relevant warrants. The value you receive on any series of warrants may be significantly less than what you would have otherwise received had our warrants authorized the trustee to exercise any remedy against us or the Guarantor upon the occurrence or continuation of these events with respect to the Guarantor.

An Event of Default with respect to one series of warrants does not necessarily constitute an Event of Default with respect to any other series of warrants. The Indenture requires the trustee to provide notice of default with respect to the warrants within 90 days, unless the default is cured, but provides that the trustee may withhold notice to the holders of the warrants of any default if the board of directors, the executive committee, or a trust committee of directors or trustees and/or responsible officers of the trustee determines in good faith that it is in the interest of the holders of the warrants of the applicable series to do so. The trustee may not withhold notice of a default in the payment of any money due, under such warrants. (Section 5.11)

The Indenture provides that the holders of a majority in number of outstanding warrants of each series affected, with all such series voting as a single class, may direct the time, method, and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee. The trustee may decline to act if the direction is contrary to law and in certain other circumstances set forth in the Indenture. (Section 5.09) The trustee is not obligated to exercise any of its rights or powers under the Indenture at the request or direction of the holders of warrants unless the holders offer the trustee security or indemnity satisfactory to it against the costs, expenses and liabilities incurred therein or thereby. (Section 6.02(d))

No holder of any warrant of any affected series has the right to institute any action for remedy unless such holder has previously given to the trustee written notice of default, the trustee has failed to take action for 60 days after the holders of not less than 25% in aggregate number of the warrants of each affected series make written request upon the trustee to institute such action and have offered reasonable indemnity in connection with the same and the holders of a majority in aggregate number of the warrants of each affected series (voting as a single class) have not given direction to the trustee that is inconsistent with the written request referred to above. (Section 5.06)

However, the right of any holder of a warrant to receive payment of the money due on that warrant on or after its payment date, to exercise that warrant in accordance with its terms, or to institute suit for the enforcement of any such payment and such right to exercise, may not be impaired or affected without the consent of that holder. (Section 5.07)

Discharge

The Indenture will cease to be of further effect with respect to warrants of any series and the guarantee as it relates to warrants of that series, except as to rights of registration of transfer and exchange, substitution of mutilated, defaced, lost or stolen warrants, rights of holders to receive amounts payable under the warrants on the due date thereof, rights and immunities of the trustee and rights of holders with respect to property deposited pursuant to the following provisions, and our obligation to maintain an office for payments, if at any time:

we or the Guarantor have paid the amounts payable under the warrants of such series as and when due;

we have delivered to the trustee or the applicable paying agent for cancellation all warrants of such series; or

the warrants of such series not delivered to the trustee or the applicable paying agent for cancellation have been exercised, or will be automatically exercised within one year, or are to be called for redemption within one year under arrangements satisfactory to the trustee or the applicable paying agent for the giving of notice of redemption, and we or the Guarantor has irrevocably deposited with the trustee or the applicable paying agent as trust funds the entire amount in cash or, in the case of securities payable in dollars, U.S. government obligations sufficient to pay amounts due with respect to such warrants on or after the date of such deposit, including upon expiration, exercise or redemption of all such warrants, including all amounts on the dates on which such payments are due and payable. (Section 10.01)

Modification of the Indenture

The Indenture contains provisions permitting us, the Guarantor and the trustee to modify the Indenture or the rights of the holders of warrants with the consent of the holders of not less than a majority in number of each outstanding series of warrants affected by the modification. Each holder of an affected warrant must consent to a modification that would:

extend the final expiration date of any warrant;

reduce or extend the time of payment of any money due under any warrant;

change the currency or currency unit of payment of any warrant or certain provisions of the Indenture applicable to warrants in foreign currencies;

change the method in which amounts of payments are determined on any warrant;

reduce any amount payable upon exercise or redemption of any warrant;

impair the right of a holder to institute suit for the payment of a warrant, the right of a holder to exercise a warrant in accordance with its terms or, if the warrants provide, any right of repurchase at the option of the holder of a warrant;

reduce the percentage of warrants of any series, the consent of the holders of which is required for any modification; or

make any change in the guarantee that would adversely affect the holders of the warrants of such series or release the Guarantor from the guarantee other than pursuant to the terms of the Indenture. (Section 8.02)

The Indenture also permits us, the Guarantor and the trustee to amend the Indenture in certain circumstances without the consent of the holders of warrants to evidence our or the Guarantor’s merger or the replacement of the trustee, to cure any ambiguity or to correct or supplement any defective or inconsistent provision, to make any change to the Indenture or our warrants that we deem necessary or desirable and that does not materially and adversely affect the interests of holders of the warrants and for certain other purposes. (Section 8.01)

Consolidations, Mergers, Sales and Transfers of Assets

Neither we nor the Guarantor may merge or consolidate with any other entity or sell, convey or transfer all or substantially all of their respective assets to any other entity, unless:

with respect to us:

either we are the continuing entity in the case of a merger or consolidation or the successor entity in the case of a merger or consolidation (including an affiliate of the Guarantor) or the entity to whom those assets are sold, conveyed or transferred in the case of a sale, conveyance or transfer is a United States corporation or limited liability company that expressly assumes the due and punctual payment of the principal of, any interest on, or any other amounts due under the warrants and the due and punctual performance and observance of all the covenants and conditions of the Indenture binding upon us, and

with respect to the Guarantor:

either the Guarantor is the continuing entity in the case of a merger or consolidation or the successor entity in the case of a merger or consolidation or the entity to whom those assets are sold, conveyed or transferred in the case of a sale, conveyance or transfer is a United States corporation that expressly assumes the full and unconditional guarantee of the full and punctual payment of the principal of, any interest on, or any other amounts due under the warrants and the due and punctual performance and observance of all the covenants and conditions of the Indenture binding upon the Guarantor, and

There are no covenants or other provisions in the Indenture that would afford holders of warrants additional protection in the event of a recapitalization transaction involving us or the Guarantor, a change of control of us or the Guarantor or a highly leveraged transaction involving us or the Guarantor. The merger covenant described above would apply only if the recapitalization transaction, change of control or highly leveraged transaction were structured to include a merger or consolidation of us or the Guarantor or a sale or conveyance of all or substantially all of our or the Guarantor’s assets. However, we may provide specific protections, such as a put right for particular warrants, which we would describe in the applicable prospectus supplement.

JPMorgan Chase & Co. Guarantee

The Guarantor will fully and unconditionally guarantee the full and punctual payment of amounts payable under the warrants when the same becomes due and payable, whether at expiration, upon exercise, redemption or repurchase at the option of the holders of the applicable warrants. If for any reason we do not make any required payment in respect of our warrants when due, the Guarantor will on demand pay the unpaid amount at the same place and in the same manner that applies to payments made by us under the Indenture. The guarantee is of payment and not of collection. (Section 14.01)

Concerning the Trustee, Paying Agent, Registrar and Transfer Agent

We, the Guarantor and certain of their affiliates have a wide range of banking relationships with Deutsche Bank Trust Company Americas, The Bank of New York Mellon and The Bank of New York Mellon, London Branch. The Bank of New York Mellon and, for warrants settled through Euroclear Bank SA/NV or Clearstream Banking, S.A., Luxembourg, The Bank of New York Mellon, London Branch, will be the paying agents, authenticating agents, registrars and transfer agents for warrants issued under the Indenture.

Deutsche Bank Trust Company Americas is initially serving as the trustee for the warrants issued under our Indenture, to which JPMorgan Chase & Co. acts as a guarantor, the debt securities issued under our indenture for debt securities, to which JPMorgan Chase & Co. acts as a guarantor, and the debt securities issued under JPMorgan Chase & Co.’s indenture. Consequently, if an actual or potential event of default occurs with respect to any of these securities, the trustee may be considered to have a conflicting interest for purposes of the Trust Indenture Act of 1939, as amended. In that case, the trustee may be required to resign under the Indenture, and we would be required to appoint a successor trustee. For this purpose, a “potential” event of default means an event that would be an event of default if the requirements for giving us default notice or for the default having to exist for a specific period of time were disregarded.

Replacement of Warrants

At the expense of the holder, we may, in our discretion, replace any warrant that has been mutilated, destroyed, lost or stolen or that is apparently destroyed, lost or stolen. The mutilated warrant must be delivered to the paying agent and the registrar or satisfactory evidence of the destruction, loss or theft of the warrant must be delivered to us, the paying agent, the registrar and the trustee. At the expense of the holder, an indemnity that is satisfactory to us, the Guarantor, the paying agent, the registrar and the trustee may be required before a replacement warrant will be issued. (Section 2.09)

Governing Law and Judgments

The warrants and the Indenture, including the guarantee, will be governed by, and construed in accordance with, the laws of the State of New York. (Section 11.08) A judgment for money in an action based on warrants payable in foreign currencies in a federal or state court in the United States ordinarily would be enforced in the United States only in U.S. dollars. The date used to determine the rate of conversion of the foreign currency in which a particular warrant is payable into U.S. dollars will depend upon various factors, including which court renders the judgment. However, if a judgment for money in an action based on the warrants and the Indenture were entered by a New York court applying New York law, the court would render a judgment in that foreign currency, and the judgment would be converted into U.S. dollars at the rate of exchange prevailing on the date of entry of the judgment.

Forms of Securities

Each debt security, warrant, unit and purchase contract will be represented either by a certificate issued in definitive form to a particular investor or by one or more global securities representing the entire issuance of securities. Both definitive securities and global securities will be issued only in registered form, where our or JPMorgan Financial’s obligation runs to the holder of the security named on the face of the security or, if a registry is kept, the registered owner of the note in the registry, and not in bearer form, where our or JPMorgan Financial’s obligation would run to the bearer of the security. Definitive securities name you or your nominee as the owner of the security, and in order to transfer or exchange these securities or to receive payments other than interest or other interim payments, you or your nominee must physically deliver the securities to the trustee, registrar, paying agent or other agent, as applicable. Registered global securities name a depositary or its common depositary or nominee as the owner of the debt securities, warrants, units or purchase contracts represented by these global securities. The depositary maintains a computerized system that will reflect each investor’s beneficial ownership of the securities through an account maintained by the investor with its broker/dealer, bank, trust company or other representative, as we explain more fully below.

Book-Entry System

General. Unless otherwise specified in the relevant prospectus supplement, the securities will be initially issued in the form of one or more fully registered global securities that will be deposited with or on behalf of one or more depositaries, including, without limitation, The Depository Trust Company (“DTC”), Euroclear Bank SA/NV (“Euroclear”) and/or Clearstream Banking, S.A., Luxembourg (“Clearstream”) and will be registered in the name of such depositary or its common depositary or nominee. Under these circumstances, one or more registered global securities will be issued in a denomination or aggregate denominations equal to the portion of the aggregate principal or face amount of the securities to be represented by registered global securities. Unless and until it is exchanged in whole for securities in definitive registered form, a registered global security may not be transferred except as a whole by and among the depositary for the registered global security, the common depositaries or the nominees of the depositary or any successors of the depositary or those common depositaries or nominees.

The securities may be accepted for clearance by DTC, Euroclear and Clearstream. Unless otherwise specified in the relevant prospectus supplement, the initial distribution of the securities will be cleared through DTC only. Under these circumstances, beneficial interests in the registered global securities will be shown on, and transfers thereof will be effected only through, the book-entry records maintained by DTC and its direct and indirect participants, including, as applicable, Euroclear and Clearstream.

The laws of some states may require that some purchasers of securities take physical delivery of these securities in definitive form. These laws may impair your ability to own, transfer or pledge beneficial interests in registered global securities.

Ownership of beneficial interests in a registered global security will be limited to persons, called participants, that have accounts with the depositary or persons that may hold interests through participants. Upon the issuance of a registered global security, the depositary will credit, on its book entry registration and transfer system, the participants’ accounts with the respective principal or face amounts of the securities beneficially owned by the participants. Any dealers, underwriters or agents participating in the distribution of the securities will designate the accounts to be credited. Ownership of beneficial interests in a registered global security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by the depositary, with respect to interests of participants, and on the records of participants, with respect to interests of persons holding through participants.

So long as the depositary, or its common depositary or nominee, is the registered owner of a registered global security, that depositary or its common depositary or nominee, as the case may be, will be considered the sole owner and holder of the securities represented by the registered global security for all purposes under the Indenture, warrant agreement, unit agreement or purchase contract, as applicable. Except as described below, owners of beneficial interests in a registered global security will not be entitled to have the securities represented by the registered global security registered in their names, will not receive or be entitled to receive physical delivery of the securities in definitive form and will not be considered the owners or holders of the securities under the Indenture, warrant agreement, unit

agreement or purchase contract, as applicable. Accordingly, each person owning a beneficial interest in a registered global security must rely on the procedures of the depositary for that registered global security and, if that person is not a participant, on the procedures of the participant through which the person owns its interest, to exercise any rights of a holder under the Indenture, warrant agreement, unit agreement or purchase contract, as applicable. We and JPMorgan Financial understand that under existing industry practices, if we or JPMorgan Financial request any action of holders or if an owner of a beneficial interest in a registered global security desires to give or take any action that a holder is entitled to give or take under the Indenture, warrant agreement, unit agreement or purchase contract, as applicable, the depositary for the registered global security would authorize the participants holding the relevant beneficial interests to give or take that action, and the participants would authorize beneficial owners owning through them to give or take that action or would otherwise act upon the instructions of beneficial owners holding through them.

The Clearing Systems. DTC, Euroclear and Clearstream, as applicable, have advised us and JPMorgan Financial as follows:

DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended. DTC holds and provides asset servicing for securities deposited with it by its participants. DTC also facilitates the post-trade settlement among direct participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between direct participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly. The DTC rules applicable to its participants are on file with the SEC. More information about DTC can be found at www.dtcc.com. We and JPMorgan Chase make no representation or warranty as to the accuracy or completeness of the information displayed on such website, and such information is not incorporated by reference herein and should not be considered a part of this prospectus.

Euroclear holds securities for its participants and clears and settles transactions between its participants through simultaneous electronic book-entry delivery against payment, thus eliminating the need for physical movement of certificates. Euroclear provides various other services, including safekeeping, administration, clearance and settlement and securities lending and borrowing, and interfaces with domestic markets in several countries. Euroclear is operated by Euroclear Bank, under contract with Euroclear plc, a U.K. corporation. Euroclear Bank conducts all operations, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with Euroclear Bank, not Euroclear plc. Euroclear plc establishes policy for Euroclear on behalf of Euroclear participants. Euroclear participants include banks (including central banks), securities brokers and dealers and other professional financial intermediaries and may include any underwriters for the securities. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear participant, either directly or indirectly. Euroclear is an indirect participant in DTC. Securities clearance accounts and cash accounts with Euroclear are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System (collectively, the “Euroclear Terms and Conditions”) and applicable law. The Euroclear Terms and Conditions govern transfers of securities and cash within Euroclear, withdrawals of securities and cash from Euroclear and receipts of payments with respect to securities in Euroclear.

Clearstream is incorporated under the laws of The Grand Duchy of Luxembourg as a société anonyme and is subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector (Commission de Surveillance du Secteur Financier). Clearstream is owned by Deutsche Börse AG, a publicly traded company. Clearstream holds securities for its participants and facilitates the

clearance and settlement of securities transactions among its participants through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical movement of certificates. Clearstream provides other services to its participants, including safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream interfaces with domestic markets in several countries. Clearstream’s customers include worldwide securities brokers and dealers, banks, trust companies and clearing corporations and may include professional financial intermediaries. Its U.S. customers are limited to securities brokers, dealers and banks. Indirect access to the Clearstream system is also available to others that clear through Clearstream customers or that have custodial relationships with its customers, such as banks, brokers, dealers and trust companies. Clearstream is an indirect participant in DTC. Clearstream has established an electronic bridge with Euroclear to facilitate settlement of trades between Clearstream and Euroclear. Distributions with respect to securities held beneficially through Clearstream are credited to cash accounts of Clearstream customers in accordance with its rules and procedures, to the extent received by Clearstream.

Payments on Registered Global Securities. Principal, interest payments on debt securities, other amounts due under debt securities and any payments to holders with respect to warrants, units or purchase contracts, represented by a registered global security registered in the name of a depositary or its common depositary or nominee will be made to the depositary or its common depositary or nominee, as the case may be, as the registered owner of the registered global security. None of us, JPMorgan Financial, the trustees, the warrant agents, the unit agents or any of our or JPMorgan Financial’s other agents, agent of the trustees or agent of the warrant agents or unit agents will have any responsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in the registered global security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests.

We and JPMorgan Financial expect that the depositary for any of the securities represented by a registered global security, upon receipt of any payment of principal, interest, other amounts or other distribution of underlying securities or other property to holders on that registered global security, will immediately credit participants’ accounts in amounts proportionate to their respective beneficial interests in that registered global security as shown on the records of the depositary. We and JPMorgan Financial also expect that payments by participants to owners of beneficial interests in a registered global security held through participants will be governed by standing customer instructions and customary practices, as is now the case with the securities held for the accounts of customers registered in “street name,” and will be the responsibility of those participants.

Global Clearance and Settlement Procedures. You will be required to make your initial payment for the securities in immediately available funds. Secondary market trading between DTC participants will occur in the ordinary way in accordance with DTC rules and will be settled in immediately available funds using DTC's Same-Day Funds Settlement System, or any successor thereto. Secondary market trading between Clearstream customers and/or Euroclear participants will occur in the ordinary way in accordance with the applicable rules and operating procedures of Clearstream and Euroclear and will be settled using the procedures applicable to conventional eurobonds in immediately available funds.

Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly or indirectly through Clearstream customers or Euroclear participants, on the other, will be effected in DTC in accordance with DTC rules on behalf of the relevant European international clearing system by a U.S. depositary; however, such cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in such system in accordance with its rules and procedures and within its established deadlines (based on European time). The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to the U.S. depositary to take action to effect final settlement on its behalf by delivering or receiving securities in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Clearstream customers and Euroclear participants may not deliver instructions directly to their respective U.S. depositaries.

Investors should be aware that they will be able to make and receive deliveries, payments and other communications involving the securities through Clearstream and Euroclear only on days when those systems are open for business. Those systems may not be open for business on days when banks,

brokers and other institutions are open for business in the United States. In addition, because of time-zone differences, there may be problems with completing transactions involving Clearstream and Euroclear on the same business day as in the United States. U.S. investors who wish to transfer their interests in the securities, or to receive or make a payment or delivery of the securities, on a particular day, may find that the transactions will not be performed until the next business day in Luxembourg or Brussels, depending on whether Clearstream or Euroclear is used.

Although DTC, Clearstream and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of securities among participants of DTC, Clearstream and Euroclear, they are under no obligation to perform or continue to perform such procedures and such procedures may be discontinued at any time.

Issuance of Definitive Securities. If the depositary for any of these securities represented by a registered global security is at any time unwilling or unable to continue as depositary or ceases to be either a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation or a foreign clearing agency regulated by a foreign financial authority as defined in Section 3(a)(52) of the Securities Exchange Act of 1934, including, without limitation, Clearstream and Euroclear, and a successor depositary registered as a clearing agency under the Securities Exchange Act of 1934 is not appointed by us or JPMorgan Financial, as the case may be, within 90 days, we or JPMorgan Financial, as applicable, will issue securities in definitive form in exchange for the registered global security that had been held by the depositary. In addition, the Indenture permits us and JPMorgan Financial, as the case may be, at any time and in our or JPMorgan Financial’s sole discretion to decide not to have any of the securities issued under it represented by one or more registered global securities. However, The Depository Trust Company, New York, New York has advised us and JPMorgan Financial that, under its current practices, it would notify its participants of our or JPMorgan Financial’s request, but will only withdraw beneficial interests from the global securities at the request of each DTC participant. We or JPMorgan Financial, as the case may be, will issue securities in definitive form in exchange for the registered global security or all the securities representing those securities. Any securities issued in definitive form in exchange for a registered global security will be registered in the name or names that the depositary gives to the trustee, warrant agent, unit agent or other relevant agent of ours, JPMorgan Financial’s or theirs. It is expected that the depositary’s instructions will be based upon directions received by the depositary from participants with respect to ownership of beneficial interests in the registered global security that had been held by the depositary.

Form of Securities Included in Units

The form of any warrant included in a unit will correspond to the form of the unit and of any other security included in that unit.

Plan of Distribution (Conflicts of Interest)

We may sell our debt securities, warrants, units or purchase contracts and JPMorgan Financial may sell its debt securities or warrants fully and unconditionally guaranteed by us:

through agents;

through underwriters;

through dealers; and

directly to purchasers, any of whom may be customers of, engage in transactions with, or perform services for, us in the ordinary course of business.

If we or JPMorgan Financial offer and sell securities through an agent, that agent will be named, and any commissions payable to that agent by us or JPMorgan Financial, as applicable, will be set forth in the prospectus supplement. Any agent will be acting on a best efforts basis. An agent may be deemed to be an underwriter under the federal securities laws.

If underwriters are used in the sale of the securities, we or JPMorgan Financial, as applicable, will sign an underwriting agreement with them. The underwriting agreement will provide that the obligations of the underwriters are subject to certain conditions and that the underwriters will be obligated to purchase all of the securities if any are purchased. Underwriters will buy the securities for their own account and may resell them from time to time in one or more transactions, including negotiated transactions, at fixed public offering prices or at varying prices determined at the time of sale. Securities may be offered to the public either through underwriting syndicates represented by managing underwriters or directly by the managing underwriters. The name of the managing underwriter or underwriters, as well as any other underwriters, and the terms of the transaction, including compensation of the underwriters and dealers, if any, will be set forth in the prospectus supplement. The underwriters named in the prospectus supplement will be the only underwriters for the securities offered by that prospectus supplement.

If a dealer is utilized in the sale of securities, we or JPMorgan Financial, as applicable, will sell those securities to the dealer, as principal or as agent for its customers. The dealer may resell those securities to the public at varying prices to be determined by the dealer at the time of resale. A dealer may be deemed to be an underwriter of those securities under the federal securities laws. The name of the dealer and the terms of the transaction will be set forth in the prospectus supplement.

Our and JPMorgan Financial’s net proceeds will be the purchase price in the case of sales to a dealer, the public offering price less discount in the case of sales to an underwriter or the purchase price less commission in the case of sales through an agent — in each case, less other expenses attributable to issuance and distribution.

In order to facilitate the offering of these securities, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of these securities or any other securities the prices of which may be used to determine payments on these securities. Specifically, the underwriters may sell more securities than they are obligated to purchase in connection with the offering, creating a short position for their own accounts. A short sale is covered if the short position is no greater than the number or amount of securities available for purchase by the underwriters under any overallotment option. The underwriters can close out a covered short sale by exercising the overallotment option or purchasing these securities in the open market. In determining the source of securities to close out a covered short sale, the underwriters will consider, among other things, the open market price of these securities compared to the price available under the overallotment option. The underwriters may also sell these securities or any other securities in excess of the overallotment option, creating a naked short position. The underwriters must close out any naked short position by purchasing securities in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of these securities in the open market after pricing that could adversely affect investors who purchase in the offering.

As an additional means of facilitating the offering, the underwriters may bid for, and purchase, these securities or any other securities in the open market to stabilize the price of these securities or of any other securities. Finally, in any offering of the securities through a syndicate of underwriters, the underwriting syndicate may also reclaim selling concessions allowed to an underwriter or a dealer for distributing these securities in the offering, if the syndicate repurchases previously distributed securities to cover syndicate short positions or to stabilize the price of these securities. Any of these activities may raise or maintain the market price of these securities above independent market levels or prevent or retard a decline in the market price of these securities. The underwriters are not required to engage in these activities, and may end any of these activities at any time.

We and JPMorgan Financial may agree to indemnify agents, underwriters or dealers against certain liabilities, including liabilities under the securities laws, or to contribute to payments that agents, underwriters or dealers may be required to make. Agents, underwriters and dealers may be customers of, engage in transactions with or perform services for, us or JPMorgan Financial in the ordinary course of business.

We and JPMorgan Financial may directly solicit offers to purchase securities, and we or JPMorgan Financial may sell securities directly to institutional investors or others who may be deemed to be underwriters within the meaning of the securities laws. The terms of any such sales will be described in the prospectus supplement.

We or JPMorgan Financial may enter into derivative or other hedging transactions with financial institutions. These financial institutions may in turn engage in sales of securities to hedge their position, deliver this prospectus in connection with some or all of those sales and use the securities covered by this prospectus to close out any loan of securities or short position created in connection with those sales. We or JPMorgan Financial may also sell securities short using this prospectus and deliver securities covered by this prospectus to close out any loan of securities or such short positions, or loan or pledge securities to financial institutions that in turn may sell the securities using this prospectus. We or JPMorgan Financial may pledge or grant a security interest in some or all of the securities covered by this prospectus to support a derivative or hedging position or other obligation and, if we or JPMorgan Financial default in the performance of our or JPMorgan Financial’s obligations, the pledgees or secured parties may offer and sell the securities from time to time pursuant to this prospectus.

We or JPMorgan Financial may loan or pledge securities to a financial institution or other third party that in turn may sell the securities using this prospectus. Such financial institution or third party may transfer its short position to investors in our or JPMorgan Financial’s securities or in connection with a simultaneous offering of other securities offered by this prospectus.

If so indicated in the applicable prospectus supplement, one or more firms, including J.P. Morgan Securities LLC, which we refer to as “remarketing firms,” may also offer or sell the securities in connection with a remarketing arrangement upon their purchase. Remarketing firms may act as principals for their own accounts or as agents for us. These remarketing firms will offer or sell the securities in accordance with a redemption or repurchase pursuant to the terms of the securities. The prospectus supplement will identify any remarketing firm and the terms of its agreement, if any, with us or JPMorgan Financial and will describe the remarketing firm’s compensation. Remarketing firms may be deemed to be underwriters in connection with the securities they remarket. Remarketing firms may be entitled under agreements that may be entered into with us or JPMorgan Financial to indemnification by us or JPMorgan Financial against certain civil liabilities, including liabilities under the Securities Act of 1933, as amended, and may be customers of, engage in transactions with or perform services for us and JPMorgan Financial in the ordinary course of business.

We and/or JPMorgan Financial may authorize agents, underwriters and dealers to solicit offers by certain institutions to purchase the securities from us or JPMorgan Financial at the public offering price stated in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future and on terms described in the prospectus supplement. These contracts will be subject only to those conditions described in the prospectus supplement, and the prospectus supplement will state the commission payable for solicitation of these offers. Institutions with whom delayed delivery contracts may be made include commercial and savings banks, insurance

companies, pension funds, investment companies, educational and charitable institutions and other institutions but will in all cases be institutions that we or JPMorgan Financial have approved.

These contracts will be subject only to the conditions that:

the underwriters purchase the securities at the time of the contract; and

the purchase is not prohibited under the laws of any jurisdiction in the United States to which the purchase is subject.

We or JPMorgan Financial will pay a commission, as indicated in the prospectus supplement, to agents and dealers soliciting purchases of securities pursuant to delayed delivery contracts that we or JPMorgan Financial have accepted.

This prospectus and related prospectus supplement may be used by direct or indirect wholly owned subsidiaries of ours, including J.P. Morgan Securities LLC, in connection with offers and sales related to secondary market transactions in the securities. Those subsidiaries may act as principal or agent in those transactions. Secondary market sales will be made at prices related to prevailing market prices at the time of sale.

Following the initial distribution of any of the securities, our affiliates may offer and sell these securities in the course of their business as broker dealers. Our affiliates may act as principals or agents in these transactions and may make any sales at varying prices related to prevailing market prices at the time of sale or otherwise. None of our affiliates is obligated to make a market in any of these securities and may discontinue any market making activities at any time without notice.

Underwriting discounts and commissions on securities sold in the initial distribution will not exceed 8% of the offering proceeds.

Conflicts of Interest

J.P. Morgan Securities LLC has a "conflict of interest" within the meaning of FINRA Rule 5121 in any offering of the securities in which it participates because we own, directly or indirectly, all of the outstanding equity securities of J.P. Morgan Securities LLC, because J.P. Morgan Securities LLC and JPMorgan Financial are under common control by us and because the net proceeds received from the sale of the securities will be used, in part, by J.P. Morgan Securities LLC or its affiliates in connection with hedging our or JPMorgan Financial’s obligations under the securities. The offer and sale of the securities by J.P. Morgan Securities LLC will comply with the requirements of FINRA Rule 5121 regarding a FINRA member firm’s participation in a public offering of securities of an affiliate. In accordance with FINRA Rule 5121, neither J.P. Morgan Securities LLC nor any other affiliated underwriter, agent or dealer of ours or JPMorgan Financial’s may sell the securities to any of its discretionary accounts without the specific written approval of the customer.

Independent Registered Public Accounting Firm

The audited financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to JPMorgan Chase’s Annual Report on Form 10-K for the year ended December 31, 2015 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

Legal Matters

The validity of the securities will be passed upon for JPMorgan Chase & Co. and JPMorgan Chase Financial Company LLC by Simpson Thacher & Bartlett LLP. The validity of certain of the securities will be passed upon for JPMorgan Chase & Co. and JPMorgan Chase Financial Company LLC by Davis Polk & Wardwell LLP, as special products counsel, or by Sidley Austin LLP, as counsel. Davis Polk & Wardwell LLP will also pass upon certain legal matters relating to the securities for the agents. Each of Simpson Thacher & Bartlett LLP, Davis Polk & Wardwell LLP and Sidley Austin LLP has in the past represented JPMorgan Chase & Co. and its affiliates and continues to represent JPMorgan Chase & Co. and its affiliates on a regular basis and in a variety of matters.

Benefit Plan Investor Considerations

A fiduciary of a pension, profit-sharing or other employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), including entities such as collective investment funds, partnerships and separate accounts whose underlying assets include the assets of such plans (collectively, “ERISA Plans”) should consider the fiduciary standards of ERISA in the context of the ERISA Plan’s particular circumstances before authorizing an investment in the securities. Among other factors, the fiduciary should consider whether the investment would satisfy the prudence and diversification requirements of ERISA and would be consistent with the documents and instruments governing the ERISA Plan.

Section 406 of ERISA and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), prohibit ERISA Plans, as well as plans (including individual retirement accounts and Keogh plans) subject to Section 4975 of the Code (together with ERISA Plans, “Plans”), from engaging in certain transactions involving the “plan assets” with persons who are “parties in interest” under ERISA or “disqualified persons” under Section 4975 of the Code (in either case, referred to herein as “Parties in Interest”) with respect to such Plans. As a result of our business, we, and our current and future affiliates (including JPMorgan Financial), may be Parties in Interest with respect to many Plans. Where we (or our affiliate, including JPMorgan Financial) are a Party in Interest with respect to a Plan (either directly or by reason of our ownership interests in our directly or indirectly owned subsidiaries), the purchase and holding of the securities by or on behalf of the Plan could be a prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code, unless statutory or administrative exemptive relief were available.

In this regard, certain prohibited transaction class exemptions (“PTCEs”) issued by the U.S. Department of Labor may provide exemptive relief for direct or indirect prohibited transactions resulting from the purchase or holding of the securities. Those class exemptions are PTCE 96-23 (for certain transactions determined by in-house asset managers), PTCE 95-60 (for certain transactions involving insurance company general accounts), PTCE 91-38 (for certain transactions involving bank collective investment funds), PTCE 90-1 (for certain transactions involving insurance company separate accounts) and PTCE 84-14 (for certain transactions determined by independent qualified asset managers). In addition, ERISA Section 408(b)(17) and Section 4975(d)(20) of the Code may provide a limited exemption for the purchase and sale of the securities and related lending transactions, provided that neither the issuer of the securities nor any of its affiliates have or exercise any discretionary authority or control or render any investment advice with respect to the assets of the Plan involved in the transaction and provided further that the Plan pays no more, and receives no less, than adequate consideration in connection with the transaction (the so-called “service provider exemption”). There can be no assurance that any of these statutory or class exemptions will be available with respect to transactions involving the securities.

Accordingly, the securities may not be purchased or held by any Plan, any entity whose underlying assets include “plan assets” by reason of any Plan’s investment in the entity (a “Plan Asset Entity”) or any person investing “plan assets” of any Plan, unless such purchaser or holder is eligible for the exemptive relief available under PTCE 96-23, 95-60, 91-38, 90-1 or 84-14 or the service-provider exemption or there is some other basis on which the purchase and holding of the securities will not constitute a non-exempt prohibited transaction under ERISA or Section 4975 of the Code. Each purchaser or holder of the securities or any interest therein will be deemed to have represented by its purchase or holding of the securities that (a) it is not a Plan or a Plan Asset Entity and its purchase and holding of the securities is not made on behalf of or with “plan assets” of any Plan or a Plan Asset Entity or (b) its purchase and holding of the securities will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.

In this regard, certain governmental plans (as defined in Section 3(32) of ERISA), church plans (as defined in Section 3(33) of ERISA) and non-U.S. plans (as described in Section 4(b)(4) of ERISA) (“Non-ERISA Arrangements”) are not subject to these “prohibited transaction” rules of ERISA or Section 4975 of the Code, but may be subject to similar rules under other applicable laws or regulations (“Similar Laws”). Accordingly, each such purchaser or holder of the securities shall be required to represent (and deemed to have represented by its purchase of the securities) that such purchase and holding will not result in a violation of any applicable Similar Laws.

Due to the complexity of these rules, it is particularly important that fiduciaries or other persons considering purchasing the securities on behalf of or with “plan assets” of any Plan, Plan Asset Entity or Non-ERISA Arrangement consult with their counsel regarding the relevant provisions of ERISA, the Code or applicable Similar Laws and the availability of exemptive relief under PTCE 96-23, 95-60, 91-38, 90-1, 84-14, the service provider exemption or some other basis on which the acquisition and holding will not constitute a non-exempt prohibited transaction under ERISA or Section 4975 of the Code or a violation of any applicable Similar Laws.

The securities are contractual financial instruments. The financial exposure provided by the securities is not a substitute or proxy for, and is not intended as a substitute or proxy for, individualized investment management or advice for the benefit of any purchaser or holder of the securities. The securities have not been designed and will not be administered in a manner intended to reflect the individualized needs and objectives of any purchaser or holder of the securities.

Each purchaser or holder of any securities acknowledges and agrees that:

(i)

the purchaser or holder or its fiduciary has made and shall make all investment decisions for the purchaser or holder and the purchaser or holder has not relied and shall not rely in any way upon us or our affiliates (including JPMorgan Financial) to act as a fiduciary or adviser of the purchaser or holder with respect to (A) the design and terms of the securities, (B) the purchaser or holder’s investment in the securities, or (C) the exercise of or failure to exercise any rights we or JPMorgan Financial has under or with respect to the securities;

(ii)

we and our affiliates (including JPMorgan Financial) have acted and will act solely for our own accounts in connection with (A) all transactions relating to the securities and (B) all hedging transactions in connection with our or JPMorgan Financial’s obligations under the securities;

(iii)

any and all assets and positions relating to hedging transactions by us or our affiliates (including JPMorgan Financial) are assets and positions of those entities and are not assets and positions held for the benefit of the purchaser or holder;

(iv)

our and JPMorgan Financial’s interests are adverse to the interests of the purchaser or holder; and

(v)

neither we nor any of our affiliates (including JPMorgan Financial) is a fiduciary or adviser of the purchaser or holder in connection with any such assets, positions or transactions, and any information that we or any of our affiliates (including JPMorgan Financial) may provide is not intended to be impartial investment advice.

Each purchaser and holder of the securities has exclusive responsibility for ensuring that its purchase, holding and subsequent disposition of the securities does not violate the fiduciary or prohibited transaction rules of ERISA, the Code or any applicable Similar Laws. The sale of any securities to any Plan, Plan Asset Entity or Non-ERISA Arrangement is in no respect a representation by us or any of our affiliates (including JPMorgan Financial) or representatives that such an investment is appropriate for, or meets all relevant legal requirements with respect to investments by, Plans, Plan Asset Entities or Non-ERISA Arrangements generally or any particular Plan, Plan Asset Entity or Non-ERISA Arrangement.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

Estimated expenses in connection with the issuance and distribution of securities being registered, other than underwriting compensation and related hedging costs, are as follows:

	Amount to be Paid
Securities and Exchange Commission registration fee	$100.70
Legal fees and expenses	$250,000.00*
Accounting fees and expenses	$125,000.00*
Trustees fees and expenses (including counsel fees)	$75,000.00*
Rating agency fees	$50,000.00*
Printing expenses	$75,000.00*
Miscellaneous	$25,000.00*
TOTAL	$600,100.70*

Estimated

Item 15. Indemnification of Directors and Officers

JPMorgan Chase & Co.

Pursuant to the Delaware General Corporation Law (“DGCL”), a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than a derivative action by or in the right of such corporation) who is or was a director, officer, employee or agent of such corporation, or serving at the request of such corporation in such capacity for another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of such corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

The DGCL also permits indemnification by a corporation under similar circumstances for expenses (including attorneys’ fees) actually and reasonably incurred by such persons in connection with the defense or settlement of a derivative action, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to such corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

The DGCL provides that the indemnification described above shall not be deemed exclusive of any other indemnification that may be granted by a corporation pursuant to its by-laws, disinterested directors’ vote, stockholders’ vote, agreement or otherwise.

The DGCL also provides corporations with the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation in a similar capacity for another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability as described above.

The certificate of incorporation of JPMorgan Chase & Co. (“JPMorgan Chase”) provides that, to the fullest extent that the DGCL as from time to time in effect permits the limitation or elimination of the

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liability of directors, no director of JPMorgan Chase shall be personally liable to JPMorgan Chase or its stockholders for monetary damages for breach of fiduciary duty as a director.

JPMorgan Chase’s certificate of incorporation empowers JPMorgan Chase to indemnify any director, officer, employee or agent of JPMorgan Chase or any other person who is serving at JPMorgan Chase’s request in any such capacity with another corporation, partnership, joint venture, trust or other enterprise (including, without limitation, any employee benefit plan) to the fullest extent permitted under the DGCL as from time to time in effect, and any such indemnification may continue as to any person who has ceased to be a director, officer, employee or agent and may inure to the benefit of the heirs, executors and administrators of such a person.

JPMorgan Chase’s certificate of incorporation also empowers JPMorgan Chase by action of its board of directors, notwithstanding any interest of the directors in the action, to purchase and maintain insurance in such amounts as the Board of Directors deems appropriate to protect any director, officer, employee or agent of JPMorgan Chase or any other person who is serving at JPMorgan Chase’s request in any such capacity with another corporation, partnership, joint venture, trust or other enterprise (including, without limitation, any employee benefit plan) against any liability asserted against him or her or incurred by him or her in any such capacity or arising out of his or her status as such (including, without limitation, expenses, judgments, fines (including any excise taxes assessed on a person with respect to any employee benefit plan) and amounts paid in settlement) to the fullest extent permitted under the DGCL as from time to time in effect, whether or not JPMorgan Chase would have the power or be required to indemnify any such person under the terms of any agreement or by-law or the DGCL.

In addition, JPMorgan Chase’s by-laws require JPMorgan Chase to indemnify, to the fullest extent permitted under applicable law, as from time to time in effect, any person who was or is involved in any manner (including, without limitation, as a party or witness), or is threatened to be made so involved, in any threatened, pending or completed investigation, claim, action, suit or proceeding, whether civil, criminal, administrative, or investigative (including without limitation, any action, suit or proceeding by or in the right of JPMorgan Chase to procure a judgment in its favor, but excluding any action, suit, or proceeding, or part thereof, brought by such person against JPMorgan Chase or any of its affiliates unless consented to by JPMorgan Chase) (a “Proceeding”) by reason of the fact that he or she is or was a director, officer, or employee of JPMorgan Chase, or is or was serving at the request of JPMorgan Chase as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such Proceeding (or part thereof). The by-laws specify that the right to indemnification so provided is a contract right, set forth certain procedural and evidentiary standards applicable to the enforcement of a claim under the by-laws and entitle the persons to be indemnified to receive payment in advance of any expenses incurred in connection with such Proceeding, consistent with the provisions of applicable law, as from time to time in effect. Such provisions, however, are intended to be in furtherance and not in limitation of the general right to indemnification provided in the by-laws, which right of indemnification and of advancement of expenses is not exclusive of any other rights to which a person seeking indemnification may otherwise be entitled, under any statute, by-law, agreement, vote or otherwise.

JPMorgan Chase’s by-laws also provide that JPMorgan Chase may enter into contracts with any director, officer or employee of JPMorgan Chase in furtherance of the indemnification provisions in the by-laws, as well as create a trust fund, grant a security interest or use other means (including, without limitation, a letter of credit) to ensure payment of amounts indemnified.

Lastly, JPMorgan Chase’s by-laws also provide that any repeal or modification of the indemnification rights provided in the by-laws shall not adversely affect any right or protection thereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

The foregoing statements are subject to the detailed provisions of Section 145 of the DGCL and the certificate of incorporation and by-laws of JPMorgan Chase.

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JPMorgan Chase Financial Company LLC

Pursuant to Section 18-108 of the Delaware Limited Liability Company Act, a Delaware limited liability company is empowered to indemnify and hold harmless any member or manager or other persons from and against all claims and demands whatsoever.

The limited liability company agreement of JPMorgan Chase Financial Company LLC (“JPMorgan Financial”) provides that, to the fullest extent permitted by the laws of the State of Delaware, no member, manager or officer shall be liable to JPMorgan Financial or any other member for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such member, manager or officer in good faith on behalf of JPMorgan Financial and in a manner reasonably believed to be within the scope of the authority conferred on such member, manager or officer by the limited liability company agreement.

JPMorgan Financial’s limited liability company agreement provides that each person (and the heirs, executors or administrators of such person) who was or is a party or is threatened to be made a party to, or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that such person is or was a member, manager or officer, or is or was serving at the request of JPMorgan Financial as a manager, director, officer, or trustee of another company, corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a member, manager, director, officer or trustee, or in any other capacity while serving as a member, manager, director, officer, or trustee, shall be indemnified and held harmless by JPMorgan Financial to the fullest extent permitted by the laws of the State of Delaware for members, managers and officers of limited liability companies formed under the laws of the State of Delaware, as then in effect, against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided , however , that JPMorgan Financial shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by JPMorgan Financial’s board of managers.

In addition, JPMorgan Financial’s limited liability company agreement provides that an indemnitee shall have the right to be paid by JPMorgan Financial the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided , however , an advancement of expenses incurred by an indemnitee in his or her capacity as a member, manager or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to JPMorgan Financial of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under the limited liability company agreement or otherwise.

JPMorgan Financial’s limited liability company agreement empowers JPMorgan Financial to maintain insurance, at its expense, to protect itself and any member, manager, officer, employee or agent of JPMorgan Financial or another company, corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not JPMorgan Financial would have the power to indemnify such person against such expense, liability, or loss under the limited liability company agreement or the Delaware Limited Liability Company Act.

JPMorgan Financial’s limited liability company agreement empowers JPMorgan Financial, to the extent authorized from time to time by its board of managers, to grant rights to indemnification and to the advancement of expenses to any employee or agent of JPMorgan Financial to the fullest extent of the limited liability company agreement with respect to the indemnification and advancement of expenses of member, managers and officers of JPMorgan Financial.

JPMorgan Financial’s limited liability company agreement also provides that the rights to indemnification and to the advancement of expenses conferred in the limited liability company agreement

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shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, agreement (including the limited liability company agreement), vote of disinterested managers or otherwise.

Lastly, JPMorgan Financial’s limited liability company agreement provides that the rights conferred upon indemnitees in the limited liability company agreement shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a member, manager, director, officer or trustee and shall inure to the benefit of the indemnitee’s heirs, executors and administrators. Any amendment, alteration or repeal of the indemnity section of the limited liability company agreement that adversely affects any right of an indemnitee or its successors shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment, alteration or repeal. Any indemnity under the limited liability company agreement shall be provided out of and to the extent of JPMorgan Financial’s assets only, and no member shall have personal liability on account thereof.

The foregoing statements are subject to the detailed provisions of Section 18-108 of the Delaware Limited Liability Company Act and the limited liability company agreement of JPMorgan Financial.

Item 16. Exhibits

The exhibits to this registration statement are listed in the exhibit index, which appears elsewhere herein and is incorporated herein by reference.

Item 17. Undertakings

(a) Each of the undersigned Registrants hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided , however , that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by JPMorgan Chase & Co. pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, that are incorporated by reference in this Registration Statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933, as amended, to any purchaser:

(i) Each prospectus filed by a Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933, as amended, shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however , that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of a Registrant under the Securities Act of 1933, as amended, to any purchaser in the initial distribution of the securities, each of the undersigned Registrants undertakes that in a primary offering of securities of such undersigned Registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, such undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of such undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of such undersigned Registrant or used or referred to by such undersigned Registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about such undersigned Registrant or its securities provided by or on behalf of such undersigned Registrant; and

(iv) Any other communication that is an offer in the offering made by such undersigned Registrant to the purchaser.

(b) Each of the undersigned Registrants hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of the JPMorgan Chase & Co.’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of a Registrant pursuant to the provisions described under Item 15 of this Registration Statement, or otherwise, such Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a Registrant of expenses incurred or paid by a director, officer or controlling person of such Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, such Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in such Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant named below certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on February 24, 2016.

JPMORGAN CHASE & CO. (Registrant)
By:	/s/ Anthony J. Horan
	Name:	Anthony J. Horan
	Title:	Corporate Secretary

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Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

OFFICERS AND DIRECTORS OF JPMORGAN CHASE & CO.

SIGNATURE	TITLE	DATE

*	Director, Chairman of the Board and Chief Executive Officer (Principal Executive Officer)	February 24, 2016
James Dimon

*	Director	February 24, 2016
Linda B. Bammann

*	Director	February 24, 2016
James A. Bell

*	Director	February 24, 2016
Crandall C. Bowles

*	Director	February 24, 2016
Stephen B. Burke

*	Director	February 24, 2016
James S. Crown

*	Director	February 24, 2016
Timothy P. Flynn

*	Director	February 24, 2016
Laban P. Jackson, Jr.

*	Director	February 24, 2016
Michael A. Neal

*	Director	February 24, 2016
Lee R. Raymond

*	Director	February 24, 2016
William C. Weldon

*	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	February 24, 2016
Marianne Lake

*	Managing Director and Corporate Controller (Principal Accounting Officer)	February 24, 2016
Mark W. O’Donovan

Anthony J. Horan hereby signs this Registration Statement on behalf of each of the indicated persons for whom he is attorney-in-fact on February 24, 2016 pursuant to a power of attorney filed as an exhibit to this registration statement.

By:	/s/ Anthony J. Horan
	Anthony J. Horan

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JPMORGAN CHASE FINANCIAL COMPANY LLC (Registrant)
By:	/s/ Patrick Dempsey
	Name:	Patrick Dempsey
	Title:	Treasurer & Managing Director

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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints MASAHIRO D. YAMADA his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

OFFICERS AND MANAGERS OF JPMORGAN CHASE FINANCIAL COMPANY LLC

SIGNATURE	TITLE	DATE

/s/ Masahiro D. Yamada	President (Principal Executive Officer) and Manager	February 24, 2016
Masahiro D. Yamada	President (Principal Executive Officer) and Manager

/s/ Thomas S. Pluta	Manager	February 24, 2016
Thomas S. Pluta	Manager

/s/ Scott A. Mitchell	Manager	February 24, 2016
Scott A. Mitchell	Manager

/s/ Patrick Dempsey	Treasurer (Principal Financial Officer and Principal Accounting Officer) and Manager	February 24, 2016
Patrick Dempsey

/s/ Fater Belbachir	Manager	February 24, 2016
Fater Belbachir	Manager

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Exhibit Index

Exhibit Number		Document Description
1(a)(1)		Underwriting Agreement Standard Provisions (including form of Delayed Delivery Contract) dated as of June 12, 2001 (incorporated by reference to Exhibit 1(a)(1) to Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-52826) of JPMorgan Chase & Co.)

1(a)(2)		Master Agency Agreement dated as of December 1, 2005 (incorporated by reference to Exhibit 1(a)(2) to the Registration Statement on Form S-3 (File No. 333-130051) of JPMorgan Chase & Co.)

1(a)(3)		Addendum to Master Agency Agreement dated as of October 12, 2006, between JPMorgan Chase & Co. and the Agents party thereto (incorporated by reference to Exhibit 1(a)(3) to the Registration Statement on Form S-3 (File No. 333-155535) of JPMorgan Chase & Co.)

1(a)(4)		Master Addendum to Master Agency Agreement and Calculation Agent Agreement each dated December 1, 2005, dated as of February 4, 2008 between JPMorgan Chase & Co. and the Agents party thereto (incorporated by reference to Exhibit 1(a)(4) to the Registration Statement on Form S-3 (File No. 333-155535) of JPMorgan Chase & Co.)

1(a)(5)		Amendment No. 1 to Master Agency Agreement dated as of November 21, 2008, to the Master Agency Agreement dated as of December 1, 2005 (as amended) between JPMorgan Chase & Co. and the Agents party thereto (incorporated by reference to Exhibit 1(a)(5) to the Registration Statement on Form S-3 (File No. 333-155535) of JPMorgan Chase & Co.)

1(a)(6)		Amendment No. 2 to Master Agency Agreement dated as of November 14, 2011, to the Master Agency Agreement dated as of December 1, 2005 (as amended) between JPMorgan Chase & Co. and the Agents party thereto (incorporated by reference to Exhibit 1(a)(6) to the Registration Statement on Form S-3 (File No. 333-177923) of JPMorgan Chase & Co.)

1(a)(7) *		Form of Master Agency Agreement among JPMorgan Chase Financial Company LLC, JPMorgan Chase & Co. and the Agents party thereto

4(a)(1)		Indenture, dated as of May 25, 2001, between JPMorgan Chase & Co. and Deutsche Bank Trust Company Americas (formerly Bankers Trust Company), as trustee (incorporated by reference to Exhibit 4(a)(1) to Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-52826) of JPMorgan Chase & Co.)

4(a)(2)		First Supplemental Indenture, dated as of April 9, 2008 to the Indenture dated as of May 25, 2001 between JPMorgan Chase & Co. and Deutsche Bank Trust Company Americas (formerly Bankers Trust Company), as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-05805) of JPMorgan Chase & Co. dated May 8, 2008)

4(a)(3)		Second Supplemental Indenture, dated as of November 14, 2011 to the Indenture dated as of May 25, 2001 between JPMorgan Chase & Co. and Deutsche Bank Trust Company Americas (formerly Bankers Trust Company), as trustee (incorporated by reference to Exhibit 4(a)(3) to the Registration Statement on Form S-3 (File No. 333-177923) of JPMorgan Chase & Co.)

4(a)(4)		Third Supplemental Indenture, dated as of September 24, 2014 to the Indenture dated as of May 25, 2001 between JPMorgan Chase & Co. and Deutsche Bank Trust Company Americas (formerly Bankers Trust Company), as trustee (incorporated by reference to Exhibit 4(a)(4) to the Registration Statement on Form S-3 (File No. 333-199966) of

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Exhibit Number		Document Description
		JPMorgan Chase & Co.)

4(a)(5)		Fourth Supplemental Indenture, dated as of December 5, 2014 to the Indenture dated as of May 25, 2001 between JPMorgan Chase & Co. and Deutsche Bank Trust Company Americas (formerly Bankers Trust Company), as trustee (incorporated by reference to Exhibit 4(a)(5) to Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-199966]) of JPMorgan Chase & Co.)

4(a)(6)		Fifth Supplemental Indenture, dated as of December 30, 2014 to the Indenture dated as of May 25, 2001 between JPMorgan Chase & Co. and Deutsche Bank Trust Company Americas (formerly Bankers Trust Company), as trustee (incorporated by reference to Exhibit 4(a)(6) to Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-199966) of JPMorgan Chase & Co.)

4(a)(7) *		Indenture, dated as of February 19, 2016, among JPMorgan Chase Financial Company LLC, JPMorgan Chase & Co. and Deutsche Bank Trust Company Americas, as trustee

4(a)(8) *		Form of Warrant Indenture, among JPMorgan Chase Financial Company LLC, JPMorgan Chase & Co. and Deutsche Bank Trust Company Americas, as trustee

4(b)(1)		Form of Fixed Rate Note of JPMorgan Chase & Co. (incorporated by reference to Exhibit 4(b)(1) to the Registration Statement on Form S-3 (File No. 333-177923) of the Registrant)

4(b)(2)		Form of Floating Rate Note of JPMorgan Chase & Co. (incorporated by reference to Exhibit 4(b)(3) to the Registration Statement on Form S-3 (File No. 333-177923) of the Registrant)

4(b)(3)		Form of Note of JPMorgan Chase & Co. (incorporated by reference to Exhibit 4(b)(3) to the Registration Statement on Form S-3 (File No. 333-199966) of JPMorgan Chase & Co.)

4(b)(4)		Non-U.S. Distribution Form of Note of JPMorgan & Co. (incorporated by reference to Exhibit 4(b)(4) to the Registration Statement on Form S-3 (File No. 333-199966) of JPMorgan Chase & Co.)

4(b)(5) *		Form of Note of JPMorgan Chase Financial Company LLC

4(b)(6) *		Non-U.S. Distribution Form of Note of JPMorgan Chase Financial Company LLC

4(c)		Form of Debt Warrant Agreement (incorporated by reference to Exhibit 4(c) to Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-52826) of JPMorgan Chase & Co.)

4(d)		Forms of Debt Warrant Certificates (included as Exhibits A and B to form of Debt Warrant Agreement) (incorporated by reference to Exhibit 4(d) to Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-52826) of JPMorgan Chase & Co.)

4(e)		Form of Index Warrant Agreement (incorporated by reference to Exhibit 4(e) to Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-52826) of JPMorgan Chase & Co.)

4(f)		Forms of Index Warrant Certificates (included as Exhibits A and A-1 to form of Index Warrant Agreement) (incorporated by reference to Exhibit 4(f) to Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-52826) of JPMorgan Chase & Co.)

II- 12

Exhibit Number		Document Description
4(g)		Form of Currency Warrant Agreement (incorporated by reference to Exhibit 4(g) to Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-52826) of JPMorgan Chase & Co.)

4(h)		Forms of Currency Warrant Certificates (included as Exhibits A and A-1 to form of Currency Warrant Agreement) (incorporated by reference to Exhibit 4(h) to Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-52826) of JPMorgan Chase & Co.)

4(i)		Form of Interest Rate Warrant Agreement (incorporated by reference to Exhibit 4(i) to Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-52826) of JPMorgan Chase & Co.)

4(j)		Forms of Interest Rate Warrant Certificates (included as Exhibits A and A-1 to form of Interest Rate Warrant Agreement) (incorporated by reference to Exhibit 4(j) to Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-52826) of JPMorgan Chase & Co.)

4(k)		Form of Universal Warrant Agreement (incorporated by reference to Exhibit 4(k) to Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-52826) of JPMorgan Chase & Co.)

4(l)		Forms of Universal Warrant Certificates (included as Exhibits A and B to form of Universal Warrant Agreement) (incorporated by reference to Exhibit 4(1) to Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-52826) of JPMorgan Chase & Co.)

4(m)(1) *		Form of Warrant of JPMorgan Chase Financial Company LLC

4(m)(2) *		Non-U.S. Distribution Form of Warrant of JPMorgan Chase Financial Company LLC

4(n)		Form of Unit Agreement (incorporated by reference to Exhibit 4(m) to Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-52826) of JPMorgan Chase & Co.)

4(o)		Form of Unit Certificate (included as Exhibit A to form of Unit Agreement) (incorporated by reference to Exhibit 4(n) to Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-52826) of JPMorgan Chase & Co.)

4(p) ⁺		Form of Purchase Contract

4(q)(1)		Calculation Agent Agreement dated as of November 7, 2014 between JPMorgan Chase & Co. and J.P. Morgan Securities LLC (incorporated by reference to Exhibit 4(p)(1) to the Registration Statement on Form S-3 (File No. 333-199966) of JPMorgan Chase & Co.)

4(q)(2) *		Form of Calculation Agent Agreement among JPMorgan Chase Financial Company LLC, JPMorgan Chase & Co. and J.P. Morgan Securities LLC

4(r)(1)		Paying Agent, Registrar & Transfer Agent and Authenticating Agent Agreement dated as of October 2, 2006 between JPMorgan Chase & Co., Deutsche Bank Trust Company Americas and The Bank of New York Mellon (formerly, The Bank of New York) (incorporated by reference to Exhibit 4(q)(1) to the Registration Statement on Form S-3 (File No. 333-155535) of JPMorgan Chase & Co.)

4(r)(2) *		Form of Paying Agent, Registrar & Transfer Agent and Authenticating Agent Agreement among JPMorgan Chase Financial Company LLC, JPMorgan Chase & Co., Deutsche Bank

II- 13

Exhibit Number		Document Description
		Trust Company Americas and The Bank of New York Mellon

5.1 *		Opinion of Simpson Thacher & Bartlett LLP

5.2 *		Opinion of Davis Polk & Wardwell LLP, special products counsel to JPMorgan Chase & Co.

5.3 *		Opinion of Davis Polk & Wardwell LLP, special products counsel to JPMorgan Chase Financial Company LLC

5.4 *		Opinion of Sidley Austin LLP, counsel to JPMorgan Chase Financial Company LLC and JPMorgan Chase & Co.

12.1		Computation of Ratios of Earnings to Fixed Charges of JPMorgan Chase & Co. for the Periods Ended December 31, 2015, 2014, 2013, 2012 and 2011 (incorporated by reference to Exhibit 12.1 to Annual Report on Form 10-K (File No. 001-05805) of JPMorgan Chase & Co. for the year ended December 31, 2015)

23.1 *		Consent of PricewaterhouseCoopers LLP

23.2 *		Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.1)

23.3 *		Consent of Davis Polk & Wardwell LLP, special products counsel to JPMorgan Chase & Co. and JPMorgan Chase Financial Company LLC (included in Exhibits 5.2 and 5.3)

23.4 *		Consent of Sidley Austin LLP, counsel to JPMorgan Chase Financial Company LLC and JPMorgan Chase & Co. (included in Exhibit 5.4)

23.5 *		Consent of Davis Polk & Wardwell LLP, special tax counsel to JPMorgan Chase & Co.

23.6 *		Consent of Davis Polk & Wardwell LLP, special tax counsel to JPMorgan Chase Financial Company LLC

23.7 *		Consent of Sidley Austin llp, special tax counsel to JPMorgan Chase Financial Company LLC and JPMorgan Chase & Co.

24.1 *		Powers of Attorney of Linda B. Bammann, James A. Bell, Crandall C. Bowles, Stephen B. Burke, James S. Crown, James Dimon, Timothy P. Flynn, Laban P. Jackson, Jr., Marianne Lake, Michael A. Neal, Mark W. O’Donovan, Lee R. Raymond and William C. Weldon

24.2 *		Powers of Attorney of Thomas S. Pluta, Scott A. Mitchell, Masahiro D. Yamada, Patrick Dempsey and Fater Belbachir (included on signature page)

25.1 *		Form T-1 Statement of Eligibility and Qualifications under the Trust Indenture Act of 1939 of Deutsche Bank Trust Company Americas as trustee under the Indenture dated as of May 25, 2001, between JPMorgan Chase & Co. and Deutsche Bank Trust Company Americas, as Trustee

25.2 *		Form T-1 Statement of Eligibility and Qualifications under the Trust Indenture Act of 1939 of Deutsche Bank Trust Company Americas as trustee under the Indenture among JPMorgan Chase Financial Company LLC, JPMorgan Chase & Co. and Deutsche Bank Trust Company Americas, as Trustee, and under the Warrant Indenture among JPMorgan Chase Financial Company LLC, JPMorgan Chase & Co. and Deutsche Bank Trust Company Americas, as Trustee

______________________

* Filed herewith

II- 14

⁺ To be filed by amendment or under subsequent Current Report on Form 8-K

II- 15

EXHIBIT 1(a)(7)

JPMorgan Chase Financial Company LLC

Global Medium-Term Notes, Series A
Global Warrants, Series A

Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.

MASTER AGENCY AGREEMENT

As of [ ]

To the Agent listed on
Exhibit A hereto and
each person that shall
have become an Agent as
provided in Section ‎3(c)
hereof:

Dear Ladies and Gentlemen:

1. Introduction. JPMorgan Chase Financial Company LLC, a Delaware limited liability company (the “Company”), and JPMorgan Chase & Co., a Delaware corporation (the “Guarantor”), confirm their agreement with each of you (individually an “Agent” and collectively the “Agents”) with respect to the issue and sale from time to time by the Company under the Registration Statement referred to below of its Global Medium-Term Notes, Series A, (the “Notes”) and its Global Warrants, Series A (the “Warrants” and, together with the Notes, the “Program Securities”). The Program Securities will be fully and unconditionally guaranteed by the Guarantor (the “Guarantees”).

The Notes will be issued pursuant to the provisions of an indenture dated as of February 19, 2016, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Note Trustee”) (as may be supplemented or amended from time to time, the “Note Indenture”). The Warrants will be issued pursuant to the provisions of a warrant indenture, substantially in the form of the warrant indenture filed as an exhibit to the Registration Statement referred to below, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Warrant Trustee”) (as may be supplemented or amended from time to time, the “Warrant Indenture”).

The Notes will have the maturities, interest rates, redemption provisions, if any, and other terms as set forth in supplements to the Prospectus referred to below and Term Sheets referred to below. The Warrants will have the exercise prices, exercise dates, expiration dates and other terms as set forth in supplements to the Prospectus and Term Sheets. Program Securities other than Notes or Warrants will have the terms as set forth in supplements to the Prospectus and

Term Sheets.

2. Representations and Warranties of the Company and the Guarantor. Unless otherwise indicated, each of the Company and the Guarantor jointly and severally represents and warrants to, and agrees with, each Agent as follows:

(a) A Registration Statement on Form S-3 relating to the Program Securities and the Guarantees has been filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), and has been declared effective by the Commission and no order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Act against the Company or the Guarantor or any offering of the Program Securities and the Guarantees has been initiated or threatened by the Commission. Such registration statement, as amended or supplemented from time to time, including on the Closing Date (as defined in Section ‎ 6 below), including the documents incorporated therein by reference is hereinafter referred to as the “Registration Statement” and the prospectus included in the Registration Statement, as supplemented by a prospectus supplement and one or more product supplements, prospectus addenda, index supplements, underlying supplements and/or final pricing supplements setting forth the terms of the Program Securities and the Guarantees, including all material incorporated by reference therein, in the form in which such prospectus, prospectus supplement, product supplement(s), prospectus addenda, index supplement(s), underlying supplement(s) and/or final pricing supplement(s) have most recently been filed, or transmitted for filing, with the Commission pursuant to paragraph (b) of Rule 424 of the rules and regulations adopted by the Commission thereunder, is hereinafter referred to as the “Prospectus”.

(b) On the date it most recently became effective under the Act, the Registration Statement conformed in all material respects to the requirements of the Act, the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”) and the rules and regulations adopted by the Commission under the Act and the Trust Indenture Act (the “Rules and Regulations”) and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and on the Closing Date, the Registration Statement and the Prospectus will conform in all material respects to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and at each of the times of amending or supplementing referred to in Section ‎ 7(b) hereof, the Registration Statement and the Prospectus as then amended or supplemented will conform in all material respects to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the

statements therein not misleading, except that no representation is made with respect to statements in or omissions from the Registration Statement or the Prospectus based upon written information furnished to the Company or the Guarantor by any Agent specifically for use therein.

(c) The Time of Sale Information at each Time of Sale and at the Closing Date will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the each of the Company and the Guarantor makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Agent furnished to the Company or the Guarantor in writing by such Agent expressly for use in such Time of Sale Information.

“Time of Sale” shall mean any time at or prior to the confirmation of any sales of any Program Securities.

“Time of Sale Information” shall mean the Prospectus most recently filed or transmitted for filing as of such Time of Sale, each prospectus addendum, product supplement, index supplement, underlying supplement or pricing supplement to such Prospectus that relates to the sale of Program Securities confirmed at such Time of Sale that has been filed or transmitted for filing as of such Time of Sale, each preliminary prospectus or Term Sheet, if any, that relates to the sale of Program Securities confirmed at such Time of Sale that has been filed or transmitted for filing as of such Time of Sale and each “Free Writing Prospectus” (as defined pursuant to Rule 405 under the Act) relating to such Program Securities that is an “issuer free writing prospectus” (as defined pursuant to Rule 433 under the Act).

(d) Other than a Free Writing Prospectus approved in advance by J.P. Morgan Securities LLC (“JPMS”) in its capacity as agent, each of the Company and the Guarantor (including its agents and representatives, other than the Agents in their capacity as such and selected dealers purchasing Program Securities as principal from the Agents) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any written communication (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Program Securities. At each Time of Sale, each such Free Writing Prospectus included in the applicable Time of Sale Information complied in all material respects with the Act, has been filed in accordance with the Act (to the extent required thereby) and, when taken together with any prospectus addenda, any applicable product supplement(s), any applicable index supplement(s), any applicable underlying supplement(s) and the Prospectus filed prior to such Free Writing Prospectus, did not, and will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that each of the Company

and the Guarantor makes no representation and warranty with respect to any statements or omissions made in each such Free Writing Prospectus in reliance upon and in conformity with information relating to any Agent furnished to the Company or the Guarantor in writing by such Agent expressly for use in any Free Writing Prospectus.

(e) The Note Indenture has been duly qualified under the Trust Indenture Act and has been duly authorized, executed and delivered by the Company and the Guarantor and is a valid and legally binding agreement of the Company and the Guarantor, enforceable against the Company and the Guarantor in accordance with its terms except as the enforceability thereof (i) may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally, (ii) is subject to general principles of equity, regardless of whether such enforceability is considered at a proceeding in equity or at law and (iii) is subject to an implied covenant of good faith and fair dealing.

(f) The Warrant Indenture has been duly qualified under the Trust Indenture Act and has been duly authorized by the Company and the Guarantor and, when the Warrant Indenture has been duly executed and delivered by the Company and the Guarantor, will be a valid and legally binding agreement of the Company and the Guarantor, enforceable against the Company and the Guarantor in accordance with its terms except as the enforceability thereof (i) may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally, (ii) is subject to general principles of equity, regardless of whether such enforceability is considered at a proceeding in equity or at law and (iii) is subject to an implied covenant of good faith and fair dealing.

(g) The forms of Notes have been duly authorized by the Company and when the terms of the Notes have been duly established in conformity with the provisions of the Note Indenture and, when the Notes have been executed and authenticated in accordance with the Note Indenture and delivered to and duly paid for by the purchasers thereof, the Notes will be entitled to the benefits of the Note Indenture and will be valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms except as the enforceability thereof (i) may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally, (ii) is subject to general principles of equity, regardless of whether such enforceability is considered at a proceeding in equity or at law and (iii) is subject to an implied covenant of good faith and fair dealing.

(h) The forms of Warrants have been duly authorized by the Company and when the Warrant Indenture has been duly executed and delivered and the terms of the Warrants have been duly established in conformity with the provisions of the Warrant Indenture and, when the Warrants have been executed and authenticated in accordance with the Warrant Indenture and delivered to and

duly paid for by the purchasers thereof, the Warrants will be entitled to the benefits of the Warrant Indenture and will be valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms except as the enforceability thereof (i) may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally, (ii) is subject to general principles of equity, regardless of whether such enforceability is considered at a proceeding in equity or at law and (iii) is subject to an implied covenant of good faith and fair dealing.

Notwithstanding the foregoing, it is understood and agreed that the representations and warranties set forth in Section ‎ 2(f) 2(g) (except as to due authorization of the Notes) and Section 2(h) (except as to due authorization of the Warrants), when made as of the Closing Date, or as of any date on which you solicit offers to purchase Program Securities, with respect to any Program Securities the payments of principal or interest on which, or any other payments with respect to which, will be determined by reference to one or more currency exchange rates, commodity prices, securities of entities affiliated or unaffiliated with the Company or the Guarantor, baskets of such securities, equity indices or other factors, shall be deemed not to address the application of the Commodity Exchange Act, as amended, or the rules, regulations or interpretations of the Commodity Futures Trading Commission.

3. Establishment of Agency; Solicitations by Agents.

(a) Subject to the terms and conditions set forth herein and to the reservation by the Company of the right to (i) sell Program Securities directly on its own behalf at any time and to any person, (ii) cause Additional Agents (as defined below) to become parties to this Agreement or enter into similar agreements from time to time pursuant to Section ‎ 3(c), (iii) sell Program Securities pursuant to Section ‎ 4 hereof to any Agent, acting as principal, for its own account or for resale to one or more investors or to another broker-dealer, acting as principal, for purpose of resale and (iv) accept (but not solicit) offers to purchase Program Securities through other agents on substantially the same terms and conditions as would apply to the Agents, the Company hereby appoints each Agent an agent of the Company for the purpose of soliciting and receiving offers to purchase Program Securities from the Company.

(b) On the basis of the representations and warranties and subject to the terms and conditions set forth herein, each Agent severally and not jointly hereby agrees, as agent of the Company, to use reasonable efforts when requested by the Company to solicit and receive offers to purchase Program Securities upon the terms and conditions set forth in the Prospectus as then amended or supplemented, including by a prospectus addenda, the applicable product supplement and/or applicable index supplement and/or applicable underlying supplement and/or the applicable Free Writing Prospectus and/or final term sheet or pricing supplement and in the applicable Procedures (as defined below).

(c) The Company may from time to time appoint one or more additional financial institutions experienced in the distribution of securities similar to the Program Securities (each such additional institution herein referred to as an “Additional Agent”) as agent(s) hereunder pursuant to a letter (an “Agent Accession Letter”) substantially in the form attached hereto as Exhibit B to this Agreement, whereupon each such Additional Agent shall, subject to the terms and conditions of this Agreement and the Agent Accession Letter, become a party to this Agreement as an agent, vested with all the authority, rights and powers and subject to all the duties and obligations of an Agent as if originally named as an Agent hereunder. If the Company shall appoint any Additional Agent(s) pursuant to an Agent Accession Letter in accordance with this subsection ‎ (c), the Company shall provide each Agent with a copy of such executed Agent Accession Letter.

(d) Upon receipt of any notice delivered by the Company pursuant to Section ‎ 5(c), each Agent shall suspend its solicitation of offers to purchase Program Securities until the Company and the Guarantor shall have amended or supplemented the Registration Statement or the Prospectus as contemplated by Section ‎ 5(c) and the Company shall have advised such Agent that such solicitation may be resumed.

(e) The Company or the Guarantor, as the case may be, reserves the right, in its sole discretion, to suspend, at any time and for any period, the solicitation of offers to purchase Program Securities. Upon receipt of any notice of such suspension from the Company, each Agent shall as soon as possible, but in no event later than one Business Day (as defined in the applicable Procedures) in New York City after receipt of such notice, suspend its solicitation of offers to purchase Program Securities until the Company shall have advised such Agent that such solicitation may be resumed.

(f) Each Agent shall promptly communicate to the Company, orally or in writing, each offer to purchase Program Securities received by it as Agent, other than offers rejected by it pursuant to the next sentence. Each Agent shall have the right, in its discretion reasonably exercised, to reject as unreasonable any offer to purchase Program Securities received by it and no such rejection shall be deemed a breach of its obligations hereunder. The Company shall have the sole right to accept offers to purchase Program Securities and may, in its sole discretion, reject any offer in whole or in part.

(g) At the time of the settlement of any sale of Program Securities pursuant to an offer presented by an Agent, the Company shall pay such Agent a commission based on market conditions and other factors in existence at the time of such sale, which commissions shall be subject to negotiation between the Company and the Agent and shall be disclosed in a Free Writing Prospectus or Pricing Supplement (as defined herein), as applicable, relating to such Program Securities.

(h) Administrative procedures relating to the respective duties and obligations specifically provided to be performed in the Global Medium-Term Notes, Series A and Global Warrants, Series A Administrative Procedures (the “Procedures”) shall be agreed upon from time to time by the Agents and the Company. The initial Procedures, which are set forth in Exhibit C hereto, shall remain in effect until changed by agreement between the Company and the Agents. The Agents and the Company agree to perform the respective duties and obligations, and to observe the restrictions, specifically provided to be performed and observed by them in the applicable Procedures.

4. Purchases as Principals .

(a) Each sale of Program Securities to you as principals shall be made in accordance with the terms of this Agreement. In connection with each such sale, the Company will enter into a Terms Agreement that will provide for the sale of such Program Securities to, and the purchase thereof by, you. Each Terms Agreement will take the form of either (i) a written agreement between you and the Company, which will be substantially in the form of Exhibit D or Exhibit D-1 (as applicable) hereto (each a “Terms Agreement”), or (ii) an oral agreement between you and the Company confirmed in writing by you to the Company.

(b) Your commitment to purchase Program Securities as principal pursuant to a Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company and the Guarantor herein contained and shall be subject to the terms and conditions herein set forth. Each (i) Terms Agreement relating to the Notes shall specify the principal amount of Notes to be purchased by you pursuant thereto, the maturity date of such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of such Notes and (ii) Terms Agreement relating to the Warrants shall specify the exercise price, the exercise date or period, the expiration date and any other terms of such Warrants. Each such Terms Agreement may also specify any requirements for officers’ certificates, opinions of counsel and letters from the independent auditors of the Guarantor. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes or Warrants, as the case may be, by you.

(c) Each Terms Agreement shall specify the time and place of delivery of and payment for the Program Securities and shall set out the offering price, the Agents’ commission, and any selling concession or reallowance and the net proceeds to the Company. Unless otherwise specified in a Terms Agreement, the procedural details relating to the issue and delivery of Notes or Warrants, as the case may be, purchased by you as principal and the payment therefor shall be as set forth in the Procedures. Each date of delivery of and payment for Program Securities to be purchased by you as principal pursuant to a Terms Agreement is referred to herein as a “Settlement Date.”

(d) Unless otherwise specified in a Terms Agreement, if you are purchasing Program Securities as principal you may resell such Program Securities to other dealers. Any such sales may be at a discount, which shall not exceed the amount set forth in the Free Writing Prospectus (available prior to the Time of Sale) or Pricing Supplement, as applicable, relating to such Program Securities.

5. Certain Agreements of the Company and the Guarantor. The Company and the Guarantor jointly and severally agree with the Agents that:

(a) Before using, authorizing, approving, referring to or filing any Free Writing Prospectus, the Company will furnish to JPMS, in its capacity as agent, and counsel for JPMS, a copy of the proposed Free Writing Prospectus for review and will not use, authorize, approve, refer to or file any such Free Writing Prospectus to which JPMS objects in its reasonable judgment.

(b) The Company will advise each Agent promptly of any proposal to amend or supplement the Time of Sale Information, the Prospectus or the Registration Statement or to register the Program Securities and the Guarantees under any additional or replacement registration statements other than the Registration Statement referred to in Section ‎ 2(a) above (other than any proposal for an amendment or supplement or additional registration statement that relates only to the offering and sale of securities other than the Program Securities or the offering and sale of Program Securities other than through such Agent). The Company will also advise each Agent promptly of (i) the filing with the Commission of each amendment or supplement to the Prospectus or the Registration Statement and each such additional or replacement registration statement (other than any amendment, supplement or additional registration statement that relates only to the offering and sale of securities other than the Program Securities or the offering and sale of Program Securities other than through such Agent), (ii) the institution by the Commission of any stop order proceedings in respect of the Registration Statement or any such additional or replacement registration statement, and will use its best efforts to prevent the issuance of any such stop order and, if such a stop order is issued, to obtain its lifting as soon as possible and (iii) receipt by the Company or the Guarantor of any notification with respect to the suspension of the qualification of the Program Securities or the Guarantees for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose.

(c) If, at any time when a Prospectus or Time of Sale Information relating to the Program Securities is required to be delivered under the Act, any event shall occur as a result of which the Prospectus or Time of Sale Information as then amended or supplemented shall include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary at any time to amend or supplement the Registration Statement, Time of Sale Information or the Prospectus to comply with the Act, the Company

shall promptly (i) notify each Agent to suspend the solicitation of offers to purchase the Program Securities and (ii) prepare and file with the Commission an amendment or supplement that will correct such untrue statement or omission or effect such compliance.

(d) The Company agrees that it will not solicit or accept offers to purchase Program Securities from any Agent during any period when (i) the Company or the Guarantor shall have been advised by either Moody’s Investors Services, Inc. or Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., that such organization has determined to downgrade the rating of the Program Securities or any other debt obligations or any preferred stock of the Company or the Guarantor and such downgrade shall not yet have been publicly announced, or (ii) there shall have occurred a material change in the financial condition or business of the Company, the Guarantor and their respective subsidiaries, taken as a whole, and such event shall not have been disclosed in the Time of Sale Information or the Prospectus (directly or by incorporation by reference); provided , however , that the Company shall not be obligated to inform any Agent of the reason for, or describe the occurrence of any event that may have occasioned the need for, the suspension of its solicitation or acceptance of offers.

(e) Not later than 16 months after the date of each acceptance by the Company of an offer to purchase Program Securities hereunder, the Guarantor will make generally available to its security holders an earnings statement that will satisfy the provisions of Section 11(a) of the Act and Rule 158 thereunder covering a period of at least 12 months beginning after the last to occur of (i) the effective date of the Registration Statement, (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of such acceptance, (iii) the date of the Annual Report of the Guarantor on Form 10-K most recently filed with the Commission prior to the date of such acceptance and (iv) the date prospectus supplements filed in connection with an offer to purchase Program Securities is deemed a part of the Registration Statement pursuant to Rule 430B.

(f) The Company will furnish to each Agent copies of the Prospectus and of the Registration Statement (including the exhibits thereto relating to the offering by the Company thereunder of the Program Securities, but excluding the documents incorporated by reference), and all amendments and supplements to the Prospectus and the Registration Statement and all additional registration statements pursuant to which any of the Program Securities or the Guarantees may be registered (other than any amendment, supplement or additional registration statement that relates only to the offering and sale of securities other than Program Securities (and the related Guarantees) or any pricing supplement relating to the offering and sale of Program Securities other than through such Agent), and each Free Writing Prospectus relating to the Program Securities (and the related Guarantees) to be offered and sold, in each case as soon as available and in such quantities as shall be reasonably requested. The Company will

prepare, prior to the applicable Time of Sale, with respect to any Program Securities (and the related Guarantees) to be sold through or to the Agents, (i) a Free Writing Prospectus in accordance with Section ‎ 5(a) hereof in the form of a term sheet or (ii) a preliminary pricing supplement with respect to such Program Securities (a “Term Sheet”) and will file such Term Sheet with the Commission pursuant to Rule 433 or Rule 424(b), as applicable, under the Act not later than the time specified by such rule. The Company will file the final version of the Term Sheet, containing the final terms of the relevant Program Securities, as a pricing supplement pursuant to the requirements of Rule 424(b) of the Act, two days after the earlier of the date such terms became final or the date of first use (each a “Pricing Supplement”).

(g) The Company and the Guarantor will arrange for the qualification of the Program Securities and the Guarantees for sale, if any, and the determination of their eligibility for investment under the laws of such jurisdictions as the Agents designate and will continue such qualifications in effect so long as required for the distribution of the Program Securities; provided , however , that in connection therewith neither the Company nor the Guarantor shall be required to qualify as a foreign corporation or to file a general consent to service of process in any such jurisdiction.

(h) At any time when a Prospectus is required to be delivered under the Act, and if not publicly available through the Commission’s website, the Guarantor will furnish to each Agent, (i) as soon as practicable after the end of each fiscal year, the number of copies reasonably requested by such Agent of its annual report to stockholders for such year, (ii) as soon as available, the number of copies reasonably requested by such Agent of each report (including without limitation reports on Forms 10-K, 10-Q and 8-K) or definitive proxy statement of the Guarantor filed with the Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or mailed to stockholders and (iii) from time to time, such other information concerning the Company or the Guarantor as such Agent may reasonably request. The Company or the Guarantor, as applicable, also will furnish each Agent with a hyperlink to any press release or general announcement to the general public, in each case upon request by the Agent.

(i) The Company and the Guarantor will, whether or not any sale of Program Securities is consummated, pay all expenses incident to the performance of their respective obligations under this Agreement and any Terms Agreement and the reasonable fees and disbursements of Davis Polk & Wardwell LLP or any other legal counsel for the Agents in connection with the offering and sale of the Program Securities and will reimburse each Agent for any expenses (including fees and disbursements of counsel) incurred by it in connection with the qualification of the Program Securities and the Guarantees for sale and the determination of their eligibility for investment under the laws of such jurisdictions as such Agent may designate and the printing of memoranda relating thereto and for any fees charged by investment rating agencies for the rating of

the Program Securities. The Company will determine with the Agents the amount of advertising, if any, appropriate in connection with the solicitation of offers to purchase Program Securities and will pay, or reimburse the Agents for, all advertising expenses approved by it.

6. Conditions to Agents’ Obligations. Your obligation to solicit or receive offers to purchase Program Securities as an agent of the Company and your obligation to purchase Program Securities as principal pursuant to any Terms Agreement shall be subject to the continued accuracy in all material respects of the representations and warranties of the Company and the Guarantor set forth herein, to the performance by the Company and the Guarantor of their respective obligations hereunder and to each of the following additional conditions precedent:

(a) (i) No stop order suspending the effectiveness of the Registration Statement or suspending the qualification of the Note Indenture shall have been issued and no proceedings for that purpose or pursuant to Section 8A under the Act shall have been instituted or, to the knowledge of the Company, the Guarantor or such Agent, shall be contemplated by the Commission, and any requests for additional information on the part of the Commission (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the such Agents.

(ii) (A) No downgrading shall have occurred in the rating accorded the Program Securities or any other debt securities of the Company or the Guarantor by any “nationally recognized statistical rating organization”, as such term is defined by the Commission for purposes of Section 3(a)(62) of the Exchange Act and (B) no such organization shall have publicly announced that it has been placed under surveillance or review, or has changed its outlook with respect to, its rating of the Program Securities or of any other debt securities or preferred stock of or guaranteed by the Company or the Guarantor (other than an announcement with positive implications of a possible upgrading).

(iii) The Prospectus, each Free Writing Prospectus and all other Time of Sale Information shall have been timely filed with the Commission under the Act (in the case of a Free Writing Prospectus and all other Time of Sale Information, to the extent required by Rule 433 under the Act).

(b) Subsequent to the date of this Agreement and any Terms Agreement, there shall not have occurred any change, or any development involving a prospective change, in or affecting the business or properties of the Company or of the Guarantor or its subsidiaries that is not described in the Time of Sale Information and that is, in the judgment of such Agent, so material and adverse as to make it impracticable or inadvisable to proceed with the offering,

sale or the delivery of the Program Securities on the terms and in the manner contemplated in the Time of Sale Information and the Prospectus.

(c) Such Agent shall have received an opinion letter of Simpson Thacher & Bartlett LLP, counsel for the Company and the Guarantor or such other counsel as is acceptable to such Agent, including in-house counsel, dated the Closing Date, to the effect that:

(i) The Guarantor has been duly incorporated and is validly existing and in good standing as a corporation under the law of the State of Delaware, and JPMorgan Chase Bank, National Association has been duly formed and is validly existing as a national banking association under the law of the United States, in each case with full corporate power and authority to conduct its business as described in the Registration Statement and the Prospectus.

(ii) The Company has been duly formed and is validly existing and in good standing as a limited liability company under the law of the State of Delaware, with full limited liability company power and authority to conduct its business as described in the Registration Statement and the Prospectus.

(iii) The Note Indenture has been duly authorized, executed and delivered by the Company and the Guarantor and duly qualified under the Trust Indenture Act, and, assuming that the Note Indenture (including the Notes Guarantee set forth therein) is the valid and legally binding obligation of the Note Trustee, the Note Indenture (including the Notes Guarantee set forth therein) constitutes a valid and legally binding obligation of the Company and the Guarantor enforceable against the Company and the Guarantor in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally; general equitable principles (whether considered in a proceeding in equity or at law); and an implied covenant of good faith and fair dealing.

(iv) This Agreement has been duly authorized, executed and delivered by the Company and the Guarantor and, assuming that this Agreement is the valid and legal obligation of J.P. Morgan Securities LLC and the other Agents parties hereto, this Agreement constitutes a valid and legally binding obligation of the Company and the Guarantor, enforceable against the Company and the Guarantor in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally; general equitable principles (whether considered in a proceeding in equity or at law); and an implied covenant

of good faith and fair dealing and subject to considerations of public policy.

(v) The Warrant Indenture has been duly authorized by the Company and the Guarantor and duly qualified under the Trust Indenture Act and, when duly executed and delivered by the Company and the Guarantor, assuming that the Warrant Indenture (including the Warrants Guarantee set forth therein) is the valid and legally binding obligation of the Warrant Trustee, the Warrant Indenture (including the Warrants Guarantee set forth therein) will constitute a valid and legally binding obligation of the Company and the Guarantor, enforceable against the Company and the Guarantor in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally; general equitable principles (whether considered in a proceeding in equity or at law); and an implied covenant of good faith and fair dealing.

(vi) The Notes have been duly authorized by the Company and, when the terms of the Notes and their issue and sale have been duly established in accordance with the Note Indenture and this Agreement so as not to violate the Company’s Certificate of Formation or Limited Liability Company Agreement or any applicable law or agreement or instrument then binding on the Company, and the Notes have been duly executed by the Company and duly authenticated by the Note Trustee in accordance with the provisions of the Note Indenture, and upon payment and delivery in accordance with this Agreement, the Notes will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their respective terms and entitled to the benefits of the Note Indenture, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally; general equitable principles (whether considered in a proceeding in equity or at law); and an implied covenant of good faith and fair dealing.

(vii) The Warrants have been duly authorized by the Company and, when the Warrant Indenture has been duly executed and delivered by the Company and the Guarantor and the terms of the Warrants and their issue and sale have been duly established in accordance with the Warrant Indenture and this Agreement so as not to violate the Company’s Certificate of Formation or Limited Liability Company Agreement or any applicable law or agreement or instrument then binding on the Company, and the Warrants have been duly executed by the Company and duly authenticated by the Warrant Trustee in accordance with the provisions of the Warrant Indenture, and upon payment and delivery in accordance with this Agreement, the Warrants will constitute valid and legally binding obligations of the Company enforceable against the Company in

accordance with their respective terms and entitled to the benefits of the Warrant Indenture, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally; general equitable principles (whether considered in a proceeding in equity or at law); and an implied covenant of good faith and fair dealing.

(viii) The issue and sale of the Program Securities by the Company, the execution, delivery and performance of this Agreement by the Company and the Guarantor and the execution and delivery of the Note Indenture and the Warrant Indenture by the Company and the Guarantor will not breach or result in a default under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument filed or incorporated by reference as an exhibit to the Registration Statement, nor will such actions violate the Certificate of Formation or Limited Liability Company Agreement of the Company, the Certificate of Incorporation or By-laws of the Guarantor, any federal or New York State statute, the Delaware Limited Liability Company Act or the Delaware General Corporation Law or any rule or regulation that has been issued pursuant to any federal or New York State statute, the Delaware Limited Liability Company Act or the Delaware General Corporation Law, or any order known to such counsel issued pursuant to any federal or New York State statute, the Delaware Limited Liability Company Act or the Delaware General Corporation Law by any federal or New York State court or governmental agency or body or any Delaware court or governmental agency or body acting pursuant to the Delaware Limited Liability Company Act or the Delaware General Corporation Law, except that it is understood that no opinion is given in this paragraph (viii) with respect to any federal or state securities law or any rule or regulation issued pursuant to any federal or state securities law.

(ix) No consent, approval, authorization, order, registration or qualification of or with any federal or New York State governmental agency or body or any Delaware governmental agency or body acting pursuant to the Delaware Limited Liability Company Act or the Delaware General Corporation Law or, to our knowledge, any federal or New York State court or any Delaware court acting pursuant to the Delaware Limited Liability Company Act or the Delaware General Corporation Law is required for the issue and sale of the Program Securities by the Company and the compliance by the Company with the provisions of this Agreement, the Note Indenture and the Warrant Indenture, except that it is understood that no opinion is given in this paragraph (ix) with respect to any federal or state securities law or any rule or regulation issued pursuant to any federal or state securities law.

(x) The Registration Statement has become effective under the Act; and the Prospectus was filed on [ ] pursuant to Rule 424(b) of

the rules and regulations of the Commission under the Act; and, to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued or proceeding for that purpose has been instituted or threatened by the Commission.

(xi) The statements made in the Prospectus under the captions “Description of Debt Securities of JPMorgan Chase Financial Company LLC” and “Description of Warrants of JPMorgan Chase Financial Company LLC,” insofar as they relate to the Program Securities and purport to constitute summaries of certain terms of the documents referred to therein, constitute accurate summaries of such terms of such documents in all material respects (subject to the insertion in the Notes and/or the Warrants of the maturity dates, interest rates and other similar terms thereof, which are to be described in Term Sheets and Pricing Supplements to the Prospectus, it being understood for the avoidance of doubt that such counsel express no opinion therein with respect to the final terms of the Program Securities, the final pricing or distribution terms of the offering of the Program Securities or information based upon or derived therefrom or any information in any supplement or amendment to the Prospectus).

(xii) To such counsel’s knowledge, there are no contracts or documents of a character required to be described in the Registration Statement or Prospectus or to be filed as exhibits to the Registration Statement or incorporated by reference therein that are not described and filed or incorporated by reference as required.

(d) Such Agent shall have received a letter of Simpson Thacher & Bartlett LLP, counsel for the Company and the Guarantor or such other counsel as is acceptable to such Agent, including in-house counsel, dated the Closing Date, to the effect that such counsel:

(i) advises you that each of the Registration Statement, as of the date it first became effective under the Act, and the Prospectus, as of [ ], appeared, on its face, to be appropriately responsive, in all material respects, to the requirements of the Act and the applicable rules and regulations of the Commission thereunder, except that in each case such counsel expresses no view with respect to the financial statements or other financial, accounting or statistical data contained in, incorporated or deemed incorporated by reference in, or omitted from the Registration Statement, the Prospectus or the Exchange Act reports incorporated therein; and

(ii) nothing has come to such counsel’s attention that causes such counsel to believe that the Registration Statement (including the documents incorporated by reference in the Registration Statement on file with the Commission on the effective date of the Registration Statement),

as of [ ], contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading or that the Prospectus (including the documents incorporated by reference in the Prospectus), as of [ ], contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that in each case such counsel expresses no belief with respect to (i) the final terms of the Program Securities, the final pricing or distribution terms of the offering of the Program Securities or information based upon or derived therefrom or any information contained in any supplement or amendment to the Prospectus, or (ii) the financial statements or other financial, accounting or statistical data contained in, incorporated or deemed incorporated by reference in, or omitted from the Registration Statement, the Prospectus or the Exchange Act reports incorporated therein.

(e) Such Agent shall have received a certificate, dated the Closing Date, of (i) with respect to the Company, the President, any Executive Vice President, any Managing Director or any Senior Vice President and (ii) with respect to the Guarantor, the Chief Executive Officer, any Vice-Chairman, any Executive Vice President, the Chief Financial Officer, the Chief Operating Officer, the Corporate Treasurer, any Managing Director, any Senior Vice President or any officer of the Guarantor performing similar functions, in which such officer shall state, to the best of his or her knowledge after reasonable investigation, that the representations and warranties of the Company or the Guarantor, as applicable, in this Agreement are true and correct, that the Company or the Guarantor, as applicable, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the date of such certificate, that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and that, subsequent to the date of the most recent financial statements in the Prospectus, there has been no material adverse change in the financial position or results of operations of the Company or the Guarantor and its subsidiaries, as applicable, except as set forth in or contemplated by the Prospectus or as described in such certificate.

(f) Such Agent shall have received a letter of PricewaterhouseCoopers LLP, addressed jointly to the Board of Directors of the Guarantor and such Agent, dated the Closing Date and satisfactory to such Agent, confirming that they are an independent registered public accounting firm with respect to the Guarantor within the meaning of the Act, the applicable Rules and Regulations and the standards of the Public Company Accounting Oversight Board (United States) (the “PCAOB”), and stating in effect that (i) in their opinion, the Guarantor’s consolidated financial statements audited by them and included in the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Act, the Exchange Act and the Rules and Regulations, (ii) on

the basis of a reading of the latest available interim financial statements of the Guarantor, inquiries of certain officials of the Guarantor who have responsibility for financial and accounting matters and other specified procedures, nothing came to their attention that caused them to believe that (A) any material modifications should be made to the unaudited consolidated financial statements in the Prospectus for them to be in conformity with accounting principles generally accepted in the United States, (B) the unaudited consolidated financial statements in the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Act, the Exchange Act and the Rules and Regulations or are not stated on a basis substantially consistent with that of the audited consolidated financial statements included in the Prospectus, (C) at the date of the latest available balance sheet read by such accounting firm, or at a subsequent specified date not more than five days prior to the Closing Date, there was any change in the Guarantor’s common stock, preferred stock, or long-term debt of the Guarantor and its consolidated subsidiaries or any decrease in total stockholders’ equity of the Guarantor and its consolidated subsidiaries as compared with amounts shown in the latest balance sheet included in the Prospectus; or (D) for the period from the closing date of the latest audited income statement included in the Prospectus to the closing date of the latest available income statement read by such accounting firm there were any decreases, as compared with the corresponding period of the previous year, in the consolidated net interest income, in net interest income after provision for loan losses, or in net income or net income per common share of the Guarantor and its subsidiaries on a consolidated basis, except in all instances for changes or decreases set forth in such letter or which the Prospectus discloses have occurred or may occur, and (iii) they have compared certain agreed dollar amounts (or percentages derived from such dollar amounts) and other financial information (and ratios) included in the Prospectus (to the extent that such dollar amounts, percentages and other financial information are derived from the general accounting records of the Guarantor and its subsidiaries subject to the internal controls of the Guarantor’s accounting system or are derived directly from such records by analysis or computation) with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter, and have found such dollar amounts, percentages and other financial information to be in agreement with such results, except as otherwise specified in such letter. For purposes of this subsection, “Prospectus” shall mean the Prospectus as amended and supplemented on the date of such letter. All financial statements included in material incorporated by reference into the Prospectus shall be deemed included in the Prospectus for purposes of this subsection.

(g) [RESERVED]

(h) Such Agent shall have received from Davis Polk & Wardwell LLP, counsel for the Agents, one or more opinions and/or negative assurance letters, dated the Closing Date, with respect to the formation of the Company, the incorporation of the Guarantor, the validity of the Program Securities and the Guarantees, the Registration Statement, the Prospectus and other related matters

as it may reasonably require, and the Company and the Guarantor shall have furnished to such counsel such documents as they may reasonably request for the purpose of enabling them to pass upon such matters.

Such opinion and/or negative assurance letter, dated as of such date, of Davis Polk & Wardwell LLP, special tax counsel to the Company and the Guarantor, shall further state that the statements set forth under the caption “United States Federal Taxation” in the Prospectus Supplement insofar as such statements relate to statements of law or legal conclusions under the laws of the United States or matters of United States law, fairly present the information called for and fairly summarize the matters referred to therein.

The opinions, certificates, letters and other documents required to be delivered by this Section ‎6 shall be delivered at the office of Davis Polk & Wardwell LLP at 450 Lexington Avenue, New York, New York 10017, not later than 10:00 a.m., New York City time, on the date of this Agreement or at such later time and date as may be mutually agreed by the Company, the Guarantor and the Agents, which in no event shall be later than the time at which the Agents commence solicitation of purchasers of Program Securities hereunder, the time and date of such delivery being herein called the “Closing Date”. The Company and the Guarantor will furnish each Agent with such conformed copies of such opinions, certificates, letters and other documents as it may reasonably request.

In the event that, after the Closing Date, the Company and the Guarantor shall determine to (x) register a portion of the Program Securities and the Guarantees under, in addition to the Registration Statement referred to in Section ‎2(a) above, a different registration statement or registration statements or (y) file a new registration statement to replace the Registration Statement referred to in Section ‎2(a) above‎, each of the Company and the Guarantor shall (i) promptly comply with its obligations and take any steps as are required to be taken by it pursuant to Sections ‎5(b), ‎(f), ‎(g), ‎(h) and ‎(i) hereof, (ii) not later than 10:00 a.m., New York City time, on the date on which any such new or replacement registration statement shall be filed by the Company and the Guarantor with the Commission under the Act and shall have been declared or deemed effective, or at such later time and date as shall be mutually agreed by the Company, the Guarantor and the Agents, deliver to each Agent and its counsel the opinions, certificates, letters and other documents required to be delivered pursuant to paragraphs ‎(c), ‎(d), ‎(e), ‎(f) and ‎(h) of this Section ‎6, and (iii) if applicable, deliver to each Agent a certificate, dated the date each of the other certificates delivered pursuant to clause ‎(ii) are being delivered, executed by (1) with respect to the Company, the President, any Executive Vice President, any Managing Director or any Senior Vice President and (2) with respect to the Guarantor, the Chief Executive Officer, any Vice-Chairman, any Executive Vice President, the Chief Financial Officer, the Chief Operating Officer, the Corporate Treasurer, any Managing Director, any Senior Vice President or any officer of the Guarantor performing similar functions, reaffirming each of the representations and warranties of the Company or the Guarantor, as applicable, set forth in

Section ‎2 with respect to any registration statement, any Free Writing Prospectus relating to the Program Securities and any prospectus included in such registration statement filed after the date hereof relating to the Program Securities.

For purposes of the documents required to be delivered pursuant to the preceding paragraph, the term “Registration Statement” shall be deemed to refer to the Registration Statement referred to in Section ‎2(a), together with any such additional registration statement or registration statements relating to the Program Securities and the Guarantees or, in the case of clause (y) in the immediately preceding paragraph, such replacement registration statement, in each case as amended or supplemented; the term “Closing Date” shall be deemed to refer to the date on which the requirements under the preceding paragraph are satisfied. As of and after the requirements of the preceding paragraph are satisfied, the foregoing terms shall be deemed to be so amended for all purposes of this Agreement.

In the case of Additional Agents, the conditions set forth in paragraphs ‎(c), ‎(d), ‎(e), ‎(f) and ‎(h) of this Section ‎6 shall be deemed satisfied by the delivery to the Additional Agents of copies of the documents delivered pursuant to such paragraphs on the Closing Date.

7. Additional Covenants of the Company and the Guarantor. Each of the Company and the Guarantor agrees that:

(a) Each acceptance by the Company of an offer to purchase Program Securities shall be deemed to be an affirmation that the representations and warranties of the Company and the Guarantor contained in this Agreement are true and correct in all material respects at the time of such acceptance and a covenant and an affirmation that such representations and warranties will be true and correct at the time of delivery to the purchaser of the Program Securities relating to such acceptance as though made at and as of such time, it being understood that such representations and warranties shall relate to the Registration Statement, the Time of Sale Information and the Prospectus as amended or supplemented at such time. For purposes of this paragraph, the term “Registration Statement” shall be deemed to mean the registration statement under which such Program Securities are being offered, which may be the Registration Statement referred to in Section ‎ 2(a) or any additional or replacement registration statement relating to the Program Securities and the Guarantees referred to in Section ‎ 5(b).

(b) Promptly after the filing with the Commission of each amendment of or supplement to the Registration Statement or the Prospectus under the Act (other than (i) information filed or furnished to the Commission in a Current Report on Form 8-K (or any successor form thereto); (ii) an exhibit to the Registration Statement or Prospectus that does not relate to the Program Securities; (iii) any pre-effective amendment or (iv) any amendment or supplement which relates only to the offering and sale of securities other than the Program Securities or which serves only to set forth, or reflect a change in, the

terms of any Program Securities or the principal amount of Program Securities remaining to be sold or any similar information), the Company and the Guarantor, as applicable, shall, at the request of an Agent, furnish such Agent with a certificate of (i) with respect to the Company, the President, any Executive Vice President, any Managing Director or any Senior Vice President and (ii) with respect to the Guarantor, the Chief Executive Officer, any Vice-Chairman, any Executive Vice President, the Chief Financial Officer, the Chief Operating Officer, the Corporate Treasurer, any Managing Director, any Senior Vice President or any officer of the Guarantor performing similar functions, dated the date of such amendment, supplement or filing to the same effect as the certificate referred to in Section ‎ 6(e), modified as necessary to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of such certificate; provided , however , that the Company and the Guarantor shall not be required during any period in which the Company has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Program Securities to furnish each Agent with such certificates, provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Program Securities shall be subject to the delivery of such certificate dated the latest date on which the Company and the Guarantor would, but for this proviso, have been required to furnish such certificates.

(c) Promptly after the filing with the Commission of each Quarterly Report on Form 10-Q or Annual Report on Form 10-K of the Guarantor, the Company and the Guarantor shall furnish each Agent requesting it with a written opinion of Simpson Thacher & Bartlett LLP, counsel for the Company and the Guarantor, or such other counsel as is acceptable to each Agent, including in-house counsel, dated the date on which such Form 10-Q or Form 10-K was filed with the Commission, to the effect set forth in Section ‎ 6(d) hereof, but modified as necessary to relate to the Registration Statement and the Prospectus as amended or supplemented at such date; provided , however , that in lieu of such opinion, such counsel may furnish each Agent with a letter to the effect that such Agent may rely on a prior opinion delivered under Section ‎ ‎ 6(d) or this Section ‎ 7(c) to the same extent as if it were dated the date of such letter and the statements therein related to the Registration Statement and the Prospectus as amended or supplemented at such date; provided further, that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Program Securities to furnish each Agent with such opinion or letter, provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Program Securities shall be subject to the delivery of such opinion or letter dated not earlier than the date of the most recent fiscal quarter end if such delivery is so requested by the Agent.

(d) Within a reasonable time after each date on which the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information or any document that contains additional financial information, such as a Quarterly Report on Form 10-Q, shall be incorporated by reference into the Prospectus, the Company shall cause

PricewaterhouseCoopers LLP to furnish each Agent with a letter, addressed jointly to the Board of Directors of the Guarantor and the Agents and dated such date, substantially in the form attached hereto as Exhibit E; provided, however , that within a reasonable time after the filing with the Commission of each Annual Report of the Guarantor on Form 10-K, the Company shall instead furnish each Agent with a letter addressed jointly to the Board of Directors of the Guarantor and the Agents and dated such date, to the effect set forth in Section ‎ 6(f), insofar as Section ‎ 6(f) relates to such additional financial information; provided further , that the Company shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Program Securities to furnish each Agent with either letter referred to above in this paragraph, provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Program Securities shall be subject to the delivery of (i) such letter substantially in the form of Exhibit E with respect to the period commencing with the beginning of the first fiscal quarter following the date of the most recent Annual Report of the Guarantor on Form 10-K and ending with the end of the most recent fiscal quarter or, if later, the period as to which the Company would, but for this proviso, be required to furnish such a letter and (ii) such letter to the effect set forth in Section ‎ 6(f) with respect to the most recent Annual Report of the Guarantor on Form 10-K.

(e) In the event that the Company appoints an Additional Agent pursuant to Section ‎ 3(c) of this Agreement, the Company shall cause PricewaterhouseCoopers LLP to deliver a letter addressed to the Company and such Additional Agent (a “Reliance Letter”) entitling such Additional Agent to the benefits of any letter delivered by PricewaterhouseCoopers LLP pursuant to paragraph ‎ (d) of this Section ‎ 7.

(f) In the event that the Company appoints an Additional Agent pursuant to Section ‎ 3(c) of this Agreement, the Company and the Guarantor shall furnish such Additional Agent(s) requesting it with a written opinion of Simpson Thacher & Bartlett LLP, counsel for the Company and the Guarantor, or such other counsel as is acceptable to such Additional Agent, to the effect set forth in Section ‎ 6(d) or Section ‎ 7(c) hereof, but modified as necessary to relate to the Registration Statement and the Prospectus as amended or supplemented at the date of the latest filing by the Guarantor of a Quarterly Report on Form 10-Q or Annual Report on Form 10-K; provided , however , that in lieu of such opinion, such counsel may furnish each Additional Agent with a letter to the effect that such Additional Agent may rely on a prior opinion delivered under Section ‎ 6(d) ‎ or Section ‎ ‎ 7(c) to the same extent as if it were dated the date of such Form 10-Q or Form 10-K filing and the statements therein related to the Registration Statement and the Prospectus as amended or supplemented at such date; provided further, that the Company and the Guarantor shall not be required during any period in which it has instructed each Agent to cease or each Agent has ceased soliciting offers to purchase Program Securities to furnish each Agent with such opinion or letter, provided that the obligation of each Agent to begin thereafter to solicit offers to purchase Program Securities shall be subject to the delivery of

such opinion or letter dated not earlier than the date of the most recent fiscal quarter end if such delivery is so requested by the Agent.

(g) The Company agrees to offer to any person who shall have agreed to purchase Program Securities (including any Agent that has agreed to purchase Program Securities pursuant to Section 4 hereof) the right not to purchase such Program Securities if, on the Settlement Date for such purchase, the conditions set forth in Sections ‎ 6(a) and ‎ (b), or either of them, shall not be satisfied.

(h) The Company will, pursuant to reasonable procedures developed in good faith, retain for a period of not less than three years copies of each Free Writing Prospectus and other Time of Sale Information that is not filed with the Commission in accordance with Rule 433 under the Act and maintain records regarding the timing of the delivery of all applicable Time of Sale Information.

(i) The Company has paid any filing fees required by Rule 457 of the Act.

(j) Except with respect to paragraph ‎ (a) above, for purposes of the documents required to be delivered pursuant to this section, the term “Registration Statement” shall be deemed to refer to the Registration Statement referred to in Section ‎ 2(a), together with any additional or replacement registration statement relating to the Program Securities and the Guarantees referred to in Section ‎ 5(b).

8. Certain Agreements of the Agents . Each Agent hereby represents and agrees that:

(a) it has not and will not use, authorize use of, refer to, or participate in the planning for the use of, any Free Writing Prospectus, as defined in Rule 405 under the Act (which term includes use of any written information furnished to the Commission by the Company or the Guarantor and not incorporated by reference into the Registration Statement and any press release issued by the Company or the Guarantor) other than (i) any issuer free writing prospectus prepared pursuant to Section 5(a) above or (ii) any other free writing prospectus that contains only descriptions of the terms of the Program Securities or of the offering of the Program Securities, (an “Agent Free Writing Prospectus”) it being understood that for purposes of this Agreement any such Agent Free Writing Prospectus will not constitute an issuer free writing prospectus;

(b) it will, pursuant to reasonable procedures developed in good faith, take steps to ensure that any Free Writing Prospectus referred to in clause (a)(ii) above will not be subject to broad unrestricted dissemination;

(c) it will not, without the prior written consent of the Company, use any Free Writing Prospectus that contains the final terms of the Program Securities unless such terms have previously been included in a Free Writing Prospectus filed with the Commission or otherwise made reasonably available to the purchasers of Program Securities;

(d) it will retain copies of each Free Writing Prospectus used or referred to by it and all other Time of Sale Information, in accordance with Rule 433 under the Act;

(e) it is not subject to any pending proceeding under Section 8A of the Act with respect to any offering of Program Securities (and will promptly notify the Company and the Guarantor if any such proceeding against it is initiated during such period of time after the first date of the public offering of the Program Securities as in the opinion of counsel for the Agents a prospectus relating to the Program Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Act) in connection with sales of the Program Securities by any Agent or dealer); and

(f) it shall, pursuant to Rule 173 of the Act, provide, or cause its selected dealers to provide, purchasers of Program Securities a notice required thereby two business days following the completion of the sale.

9. Indemnification and Contribution.

(a) The Company and the Guarantor, jointly and severally, will indemnify and hold harmless each Agent and each person, if any, who controls any Agent within the meaning of the Act against any losses, claims, damages or liabilities, joint or several, to which such Agent or such controlling person may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement or the Prospectus (or in any amendment or supplement thereto), any applicable Free Writing Prospectus or any applicable Time of Sale Information relating to the Program Securities, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and will, as such expenses are incurred, reimburse each Agent and each such controlling person for any legal or other expenses reasonably incurred by such Agent or such controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided , however , that neither the Company nor the Guarantor will be liable to an Agent or person controlling such Agent in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such documents in reliance upon and in conformity with written information furnished to the Company or the Guarantor by such Agent specifically for use therein; and provided further , that with respect to any untrue statement or omission or alleged untrue statement or omission made in any Time of Sale Information relating to the Program Securities, the indemnity agreement contained in this subsection ‎ (a) shall not inure to the benefit of any Agent (or to the benefit of any person controlling such Agent) from whom the person asserting any such losses, claims, damages or liabilities purchased the applicable Program Securities, to the extent that any such

loss, claim, damage or liability of such Agent or such controlling person results from the fact that a copy of any subsequent Time of Sale Information (which did not contain any such untrue statement or omission or alleged untrue statement or omission) was delivered to such Agent by the Company on a timely basis enabling such Agent so to send, give or make available a copy of such subsequent Time of Sale Information in accordance with such Agent’s customary procedures. This indemnity agreement will be in addition to any liability that the Company or the Guarantor may otherwise have.

(b) Each Agent will indemnify and hold harmless each of the Company and the Guarantor, each of its members or directors, as applicable, each of its officers who signed the Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of the Act, against any losses, claims, damages or liabilities to which the Company, the Guarantor or any such member, director, officer or controlling person may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement or the Prospectus (or in any amendment or supplement thereto), any Free Writing Prospectus or any Time of Sale Information relating to the Program Securities or the related Guarantees, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company or the Guarantor by such Agent specifically for use therein; and will, as such expenses are incurred, reimburse any legal or other expenses reasonably incurred by the Company, the Guarantor or any such member, director, officer or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnity agreement will be in addition to any liability that such Agent may otherwise have.

(c) Promptly after receipt by an indemnified party under this Section ‎ 9 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under subsection ‎ (a) or ‎ (b) above, notify the indemnifying party of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability that it may have to any indemnified party otherwise than under subsection ‎ (a) or ‎ (b) above. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the

defense thereof, the indemnifying party will not be liable to such indemnified party under this Section ‎ 9 for any legal or other expenses subsequently incurred by such indemnifying party in connection with the defense thereof other than reasonable costs of investigation.

(d) If recovery is not available under the foregoing indemnification provisions of this Section, for any reason other than as specified therein, the parties entitled to indemnification by the terms thereof shall be entitled to contribution for liabilities and expenses, except to the extent that contribution is not permitted under Section 11(f) of the Act. In determining the amount of contribution to which the respective parties are entitled, there shall be considered the relative benefits received by the Company and the Guarantor on the one hand and any Agent on the other from the offering by it pursuant to this Agreement of the Program Securities that are the subject of the action (taking into account the portion of the proceeds of the offering realized by each), the parties’ relative knowledge and access to information concerning the matter with respect to which the claim was asserted, the opportunity to correct and prevent any statement or omission, as well as any other relevant equitable considerations. The Company, the Guarantor and the Agents agree that it would not be equitable if the amount of such contribution were determined by pro rata or per capita allocation. Notwithstanding the provisions of this subsection ‎ (d), no Agent shall be required to contribute any amount in excess of the amount by which the commissions or underwriting discounts received by such Agent relating to the Program Securities that are the subject of the action and which were distributed to the public through it pursuant to this Agreement or upon resale of Program Securities purchased by it from the Company exceed the amount of any damages that such Agent has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. The Agents’ obligations to contribute are several in proportion to their respective obligations hereunder and are not joint.

10. Status of Each Agent. In soliciting offers to purchase Program Securities pursuant to this Agreement and in performing its other obligations hereunder, each Agent is acting individually and not jointly with the other Agents and, except as contemplated by Section ‎ 4, is acting solely as agent for the Company and not as principal. Each Agent will make reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Program Securities from the Company has been solicited by such Agent and accepted by the Company, but shall have no liability to the Company or the Guarantor in the event any such purchase is not consummated. If the Company shall default in the performance of its obligation to deliver Program Securities to a purchaser whose offer it has accepted, the Company and the Guarantor, jointly and severally, shall (i) hold each Agent harmless against any loss, claim or damage arising from or as a result of such default and (ii) pay to each Agent any commission to which it would have been entitled had such Program Securities been delivered.

11. Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Guarantor or their officers and the Agents set forth in or made pursuant to this Agreement or any Terms Agreement, as the case may be, will remain in full force and effect, regardless of any investigation or statement as to the results thereof made by or on behalf of any Agent, the Company, the Guarantor or any of their respective representatives, officers or directors or any controlling person and will survive delivery of and payment for the Program Securities. If this Agreement or any Terms Agreement is terminated pursuant to Section ‎ 12 or for any other reason, each of the Company and the Guarantor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section ‎ 5(i) to the extent actually incurred by or committed to by an Agent to the date of such termination, the obligations of the Company pursuant to Section ‎ 5(c) shall remain in effect until the settlement of all pending deliveries of and payment for securities and the respective obligations of the Company, the Guarantor and the Agents pursuant to Section ‎ 9 and the obligations of the Company and the Guarantor pursuant to Section ‎ 5(e) shall remain in effect.

12. Termination. (a) The Company may elect to suspend or terminate the offering of Program Securities under this Agreement at any time. The Company also (as to any one or more of the Agents) or any Agent (as to itself) may terminate the appointment and arrangements described in this Agreement. Such actions may be taken, in the case of the Company, by giving prompt written notice of suspension to all of the Agents and by giving not less than one day’s written notice of termination to all of the Agents, or, in the case of an Agent, by giving not less than one day’s written notice of termination to the Company and the Guarantor. The provisions of Sections ‎ 5(c), ‎ 5(e), ‎ 5(i), ‎ 9, and ‎ 11 hereof shall survive any termination of this Agreement.

(b) Any Terms Agreement executed pursuant to Section ‎ 4(a) of this Agreement shall be subject to termination, by notice given to the Company and the Guarantor prior to delivery of and payment for all the Program Securities, if (a) prior to such time (i) trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited, (ii) trading in the common stock of the Guarantor on the New York Stock Exchange shall have been suspended, (iii) a general moratorium on commercial banking activities in New York shall have been declared by Federal or New York authorities or (iv) there shall have occurred any outbreak of hostilities or escalation thereof or other calamity or crisis having an adverse effect on the financial markets of the United States and (b) the occurrence or consequences of any one or more of such events shall have, in the judgment of JPMS, made it impracticable to market the Program Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information, any Free Writing Prospectus and the Prospectus. The provisions of Sections ‎ 5(c), ‎ 5(e), ‎ 5(i), ‎ 9 and ‎ 11 hereof shall survive any termination of the Terms Agreement.

(c) For the avoidance of doubt, in the event of termination of this Agreement or any Terms Agreement with respect to any Agent, such Agent shall not receive any compensation except in connection with a purchase by it of Program Securities actually consummated, provided that the foregoing shall in no way limit the provisions of Section ‎ 9, and that reimbursement by the Company or the Guarantor to an Agent of out-of-pocket accountable expenses actually incurred by such Agent and to which such Agent is otherwise entitled as provided herein shall not be prohibited.

13. Offering Restrictions . If any Program Securities are to be offered outside the United States, you will not offer or sell any such Program Securities in any jurisdiction if such offer or sale would not be in compliance with any applicable law or regulation or if any consent, approval or permission is needed for such offer or sale by you or for or on behalf of the Company or the Guarantor unless such consent, approval or permission has been previously obtained. Subject to the obligations of the Company and the Guarantor set forth in Section ‎ 5 of this Agreement, the Company and the Guarantor shall have no responsibility for, and you will obtain, any consent, approval or permission required by you for the subscription, offer, sale or delivery by you of Program Securities, or the distribution of any offering materials, under the laws and regulations in force in any jurisdiction to which you are subject or in or from which you make any subscription, offer, sale or delivery.

14. Notices . Except as otherwise provided herein, all notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Company shall be directed to it at 383 Madison Avenue, Floor 21, New York, New York 10179, Attention: Secretary, Notices to the Guarantor shall be directed to it at 270 Park Avenue, New York, New York 10017, Attention: Office of the Secretary (facsimile No. (212) 270-2966) and notices to any Agent shall be directed to it at the address set forth in Exhibit A hereto.

15. Governing Law; Counterparts. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. This Agreement may be executed in counterparts and the executed counterparts shall together constitute a single instrument.

16. Modification. No amendment, modification, supplement or waiver in respect of this Agreement will be effective unless pursuant to an instrument in writing and signed by each of the parties to be bound hereby.

17. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement.

[Signatures Follow]

	JPMORGAN CHASE FINANCIAL COMPANY LLC, as Issuer

	By:
		Name: Title:

	JPMORGAN CHASE & CO., as Guarantor

	By:
		Name: Title:

J.P. MORGAN SECURITIES LLC

By:
	Name: Title:

EXHIBIT A

AGENTS

J.P. Morgan Securities LLC
383 Madison Avenue – 3 ^rd Floor
New York, NY 10179
Attention: Structured Investments Distributor Marketing Desk
Telephone: (212) 834-4533
Fax: (212) 834-6081

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EXHIBIT B

JPMORGAN CHASE FINANCIAL COMPANY LLC

Global Medium-Term Notes, Series A
Global Warrants, Series A

Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.

FORM OF AGENT ACCESSION LETTER

[date]

[Name of Agent]
[Address of Agent]

Ladies and Gentlemen:

JPMorgan Chase Financial Company LLC, a Delaware limited liability company (the “Company”), and JPMorgan Chase & Co., a Delaware corporation (the “Guarantor”), are parties to a Master Agency Agreement dated as of [ ] (as may be supplemented or amended from time to time) (as amended, the “Master Agency Agreement”) among the Company, the Guarantor and each agent signatory thereto (the “Existing Agents”) with respect to the issue and sale from time to time by the Company of its Global Medium-Term Notes, Series A (the “Notes”) and its Global Warrants, Series A (the “Warrants” and, together with the Notes, the “Program Securities”). The Program Securities are fully and unconditionally guaranteed by the Guarantor (the “Guarantees”). The Notes will be issued pursuant to the provisions of an indenture dated as of February 19, 2016, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee. The Warrants will be issued pursuant to the provisions of a warrant indenture, substantially in the form of the warrant indenture filed as an exhibit to the Registration Statement, among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee. The Master Agency Agreement permits the Company to appoint one or more additional persons to act as agent with respect to the Program Securities and the Guarantees, on terms substantially the same as those contained in the Master Agency Agreement. A copy of the Master Agency Agreement, including the Procedures with respect to the issuance of the Program Securities and the Guarantees attached thereto as Exhibit C, is attached hereto.

In accordance with Section ‎3(c) of the Master Agency Agreement, we hereby confirm that, with effect from the date hereof, you shall become a party to, and an Agent under, the Master Agency Agreement, vested with all the authority, rights and powers, and subject to all duties and obligations of an Agent as if originally named as such under the Master Agency Agreement, subject to the terms set forth herein.

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Except as otherwise expressly provided herein, all terms used herein which are defined in the Master Agency Agreement shall have the same meanings as in the Master Agency Agreement. Your obligation to act as Agent hereunder shall be subject to you having received copies of the most recent documents (including any prior documents referred to therein) previously delivered to the Existing Agents pursuant to Sections ‎6 and ‎7 of the Master Agency Agreement. By your signature below, you confirm that such documents are to your satisfaction. For purposes of Section ‎14 of the Master Agency Agreement, you confirm that your notice details are as set forth immediately beneath your signature.

Each of the parties to this letter agreement agrees to perform its respective duties and obligations specifically provided to be performed by each of the parties in accordance with the terms and provisions of the Master Agency Agreement and the Procedures, as amended or supplemented hereby, provided that Sections ‎5(g) and ‎5(i) of the Master Agency Agreement shall not form part of the agreement between the parties to this letter agreement, and neither the Company nor the Guarantor shall be subject to the obligations specified in such sections, provided further that the Company shall not be required to deliver to you the letter specified in Section ‎7(e) of the Master Agency Agreement in connection with your appointment as an Additional Agent.

You represent and warrant that you are: (i) actually engaged in the investment banking or securities business; (ii) registered as a broker-dealer under the Exchange Act, under the laws of each state in which such registration is required, and under the laws of each state in which you sell Program Securities and the related Guarantees; (iii) a member in good standing of Financial Industry Regulatory Authority, Inc. (“FINRA”) and all your “persons associated with a broker or dealer,” as that term is defined in the Exchange Act, are properly qualified under the rules of the Commission and/or applicable self-regulatory organizations; (iv) fully familiar with the laws, rules and regulations related to offers and sales of Program Securities and the related Guarantees, including those laws, rules, regulations and regulatory guidance specifically referenced herein; and (v) a member in good standing of the Securities Investor Protection Corporation.

You agree that in selling Program Securities and the related Guarantees pursuant to any offering (which agreement shall also be for the benefit of the Company, the Guarantor or other seller of such Program Securities and the related Guarantees) you will comply with all applicable laws, rules and regulations, including but not limited to, the applicable provisions of the Act and the Exchange Act, the applicable rules and regulations of the Commission thereunder (including Rule 15c2-8 of the Exchange Act), the applicable rules and regulations of FINRA (including FINRA Rules 2010, 2090, 2111, 2210, 5110, 5121 and 5141), the applicable rules and regulations of any securities exchange having jurisdiction over the offering and any other applicable laws, rules or regulations.

You further represent and warrant that you understand the requirements of NASD Notice to Members 88-101 relating to participation by FINRA members in shelf offerings, NASD Notice to Members 01-23 concerning suitability obligations in online

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communications, NASD Notice to Members 03-71 concerning FINRA members’ obligations when selling non-conventional investments, NASD Notice to Members 05-26 recommending best practices for reviewing new products, NASD Notice to Members 05-59 concerning FINRA members’ obligations when selling structured products, FINRA Regulatory Notice 09-73 concerning FINRA members’ obligations when selling principal-protected notes, FINRA Regulatory Notice 10-09 concerning FINRA members’ obligations when selling reverse exchangeable securities, FINRA Regulatory Notice 10-51 concerning FINRA members’ obligations when selling commodity futures-linked securities, FINRA Regulatory Notices 11-02 and 11-25 concerning know-your-customer and suitability obligations, FINRA Regulatory Notice 12-03 concerning FINRA members’ obligations with respect to heightened supervision of complex products, FINRA Regulatory Notices 12-25 and 12-55 concerning suitability obligations and FINRA’s October 2013 Report on Conflicts of Interest. You agree to comply therewith in connection with any offering of Program Securities and the related Guarantees. You agree that you will become familiar with and comply with any future applicable guidance from FINRA relating to the offer and sale of the Program Securities and the related Guarantees.

You represent and warrant that you are familiar with the Commission’s guidance on the use of electronic media to deliver documents under the federal securities laws (including, but not limited to, Release 33-7856 (April 28, 2000), Release 33-7288 (May 9, 1996) and Release 33-7233 (October 6, 1995) and the NASD Notice to Members 98-3 concerning electronic delivery of information between FINRA members and their customers. You agree that you will comply therewith in connection with the delivery of the Time of Sale Information to purchasers of the Program Securities and the related Guarantees.

You additionally represent, warrant and agree with us and each Agent as follows:

(a) With respect to any offering of Program Securities and the related Guarantees that are not “exempted securities” as defined in Section 3(a)(12) of the Exchange Act, you represent that, at all times since you were requested to participate in the offering of the Program Securities and the related Guarantees, you have complied with the provisions of Regulation M applicable to such offering, in each case as interpreted by the Commission and after giving effect to any applicable exemptions.

(b) You agree to timely convey to your customers, in a manner acceptable under applicable law, including Rule 15c2-8 under the Exchange Act, the Time of Sale Information and any amendment or supplement thereto, that has been delivered to you by the Company. You understand and agree that you are not authorized to give any information or make any representation not contained or incorporated by reference in the applicable Time of Sale Information, the Prospectus or the Registration Statement the Company or the Guarantor provides to you. You will not offer any Program Securities other than on the terms specified in such documents.

(c) You represent and warrant (and your participation in any offering of Program Securities and the related Guarantees shall constitute your further representation

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and warranty), on behalf of yourself and any subsidiary, affiliate or agent to be used by you in the context of the Master Agency Agreement, that:

(i) you and they have not relied upon advice from us or any of our affiliates regarding the suitability of the Program Securities and the related Guarantees included in any offering for any investor; and

(ii) you and they acknowledge that Program Securities and the related Guarantees that are to be sold pursuant to any offering may be suitable only for experienced investors who are able to evaluate the risk of such Program Securities and the related Guarantees; and

(iii) in connection with any offering of Program Securities and the related Guarantees, to the extent that you or they make offers or sales directly to investors, you and they are responsible for, and maintain and enforce policies designed to ensure compliance with, FINRA Rule 2111 and all other federal, state or local laws, rules or regulations (or rules of any self-regulatory organization) relating to the suitability of the Program Securities and the related Guarantees for purchase by such investors. In complying with FINRA Rule 2111, prior to recommending the purchase of any of the Program Securities and the related Guarantees, you and they shall either: (1) make a reasonable inquiry into the investment profile of the investor, including the investor’s age, other investments, financial situation and needs, tax status, investment objectives, investment experience, investment time horizon, liquidity needs, risk tolerance, and any other information disclosed by the investor to you and them, and you and they shall have reasonable grounds for believing that the recommendation is suitable for the person to whom it is made upon the basis of facts disclosed to you and them; or (2) confirm the investor is an institutional account and that, with respect to such investor, you and they can and do satisfy the customer-specific suitability obligation for an institutional account under FINRA Rule 2111(b).

(d) You represent and warrant, on behalf of yourself and any subsidiary, affiliate or agent to be used by you in the context of this Agreement, that you and they:

(i) are not and will not become (A) a government, individual or entity (“person”) that is the subject of U.S. Economic Sanctions, (B) a person that resides or is organized or located in a country or territory that is the subject of U.S. Economic Sanctions or (C) the agent of any of the foregoing persons; and

(ii) have established and will maintain procedures to identify and reject as purchasers of Program Securities and the related Guarantees persons that are the subject of U.S. Economic Sanctions, or their agents, including verification that potential purchasers are not located, organized or resident in a country or territory that is the subject of U.S. Economic Sanctions or identified on the List of Specially Designated Nationals and Blocked Persons maintained at www.treas.gov/offices/eotffc/ofac/sdn/index.html by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or any other list of

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sanctions targets maintained by OFAC, in each case, to the extent that it would be prohibited by U.S. Economic Sanctions to sell Program Securities to such persons.

For purposes of this Agreement, the term “U.S. Economic Sanctions” means any U.S. sanctions administered by OFAC, including without limitation those issued under the authority of the Trading with the Enemy Act, the International Emergency Economic Powers Act, or the United Nations Participation Act, all as amended, Executive Orders and Proclamations issued thereunder, and implementing regulations issued by OFAC (including those codified in Chapter V of Title 31, Code of Federal Regulations), as well as any orders or licenses issued under the authority of any of the foregoing.

(e) You represent and warrant, on behalf of yourself and any subsidiary, affiliate or agent to be used by you in the context of this Agreement, that you and they:

(i) have adopted and implemented anti-money laundering policies, procedures and controls that comply in all respects with the requirements of applicable anti-money laundering laws, including those required by the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (the “Patriot Act”), and will at all times adhere to your and their anti-money laundering policies, procedures and controls;

(ii) are not and will not be a foreign bank without a physical presence in any country (a “Foreign Shell Bank”) within the meaning of Section 313 of the Patriot Act and regulations thereunder, and are not and will not be operating or doing business under an “Offshore Banking License” as such term is defined in Section 312 of the Patriot Act;

(iii) will not, in conducting the activities that are the subject of this Agreement, do business (A) in a jurisdiction deemed non-cooperative with international anti-money laundering principles or procedures by the Financial Action Task Force or any other intergovernmental group of which the United States is a member, (B) in a jurisdiction, or with an industry or financial institution, designated as of primary money laundering concern by the U.S. Secretary of the Treasury or (C) in a jurisdiction that is the subject of a Financial Crimes Enforcement Network Advisory;

(iv) have adopted and implemented, and will maintain, a written customer identification program that includes risk-based procedures for verifying the identity of each of your and their “customers,” as such term is defined in regulations implementing Section 326 of the Patriot Act for registered U.S. broker-dealers and codified at Title 31 of the Code of Federal Regulations, Section 1023.220, and enable you and them to form a reasonable belief as to the true identity of each such “customer”; and

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(v) have adopted and implemented, and will maintain, “Know Your Customer” policies and procedures, which have been applied and will continue to be applied to each of your and their customers in accordance with such policies and procedures.

(f) In respect of any purchase of Program Securities and the related Guarantees for which you or any subsidiary, affiliate or agent to be used by you in the context of this Agreement may be acting as investment advisor for customers, you represent and warrant that you and they: (i) are duly authorized by such customers to act on their behalf in the purchase of Program Securities and the related Guarantees and to make any required representations (whether explicitly in separate documents or implicitly based upon legends and other text included in the offering documents for the applicable Program Securities and the related Guarantees) on their behalf, and you and they reasonably believe such representations to be true and correct, (ii) your and their investment management agreements with such customers authorize you and them, as the case may be, on behalf of such customers, to engage in transactions in Program Securities and the related Guarantees, and to deliver instructions in connection therewith, (iii) you and they, and not the Company or the Guarantor, will maintain the accounts for such customers and be responsible for all regulatory requirements with respect to those customer accounts and (iv) you and they, and not the Company or the Guarantor, will bear responsibility for suitability determinations for such customers for compliance with the laws, regulations and policies referred to in this letter agreement with respect to such customers. When marketing or selling products to or through investment advisors, you and they, and not the Company or the Guarantor, will be responsible for complying with all applicable regulatory requirements with respect to the investment advisors and their underlying accounts, and you and they will obtain representations from these customers as necessary.

(g) You represent and warrant that if any Program Securities and the related Guarantees are to be offered outside the United States (i) you will not offer or sell any such Program Securities and the related Guarantees in any jurisdiction if such offer or sale would not be in compliance with any applicable law or regulation or if any consent, approval or permission is needed for such offer or sale by you or for or on behalf of the applicable Issuer, unless such consent, approval or permission has been previously obtained and (ii) you will comply with all applicable selling restrictions set forth in any Time of Sale Information, the Prospectus or the Registration Statement, as the case may be. It is further understood and agreed that we shall have no responsibility for, and you will obtain, any consent, approval or permission required by you for the subscription, offer, sale or delivery by you of Program Securities and the related Guarantees, or the distribution of any offering materials, under the laws and regulations in force in any jurisdiction to which you are subject or in or from which you make any subscription, offer, sale or delivery.

You agree that you will indemnify and keep indemnified and hold harmless the Company, the Guarantor and any of their directors, officers, affiliates and agents (collectively, the “ JPMorgan Indemnified Parties ”) in respect of any and all losses, liabilities, claims, damages, penalties, costs, expenses (including attorney’s fees and

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expenses), fees, fines, judgments and settlement of whatever kind and nature that are incurred or suffered by any JPMorgan Indemnified Parties and which arise from or are related to (i) any failure or alleged failure by you or any of your subsidiaries, affiliate or agents used by you in the context of this letter agreement to comply with any of the terms of this letter agreement, (ii) any actual or alleged misrepresentation by you in this letter agreement and (iii) the negligence, breach of duty (including statutory duty), willful default, bad faith, fraud or breach of any provision of this letter agreement by you or any of your directors, officers, affiliates or agents.

You further agree that you will either (i) indemnify the JPMorgan Indemnified Parties as provided in the immediately preceding paragraph if any subsidiary, affiliate or agent through which you offer Program Securities and the related Guarantees would be required to indemnify the JPMorgan Indemnified Parties if such person were party to this letter agreement instead of you or (ii) enter into an agreement with such persons whereby the JPMorgan Indemnified Parties are third party beneficiaries under such agreement entitled to receive indemnity from such persons to the same extent as provided herein. The indemnification provisions of this letter agreement shall survive the termination of this agreement or the Master Agency Agreement.

Notwithstanding anything in the Master Agency Agreement to the contrary, the obligations of each of the Existing Agents and the Additional Agent(s) under Section ‎9 of the Master Agency Agreement are several and not joint, and in no case shall any Existing Agent or Additional Agent (except as may be provided in any agreement among them) be responsible under Section ‎9(d) of the Master Agency Agreement to contribute any amount in excess of the commissions received by such Existing Agent or Additional Agent from the offering of the Program Securities and the related Guarantees.

This letter agreement shall be governed by, and construed in accordance with, the laws of the State of New York. This letter agreement may be executed in one or more counterparts and the executed counterparts taken together shall constitute one and the same agreement.

If the foregoing correctly sets forth the agreement among the parties hereto, please indicate your acceptance hereof in the space provided for that purpose below.

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	Very truly yours,

	JPMORGAN CHASE FINANCIAL COMPANY LLC, as Issuer

	By:
		Name: Title:

	JPMORGAN CHASE & CO., as Guarantor

	By:
		Name: Title:

CONFIRMED AND ACCEPTED, as of the
date first above written

[Insert name of Additional Agent and information pursuant
to Section ‎ 14 of the Master Agency Agreement ]

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EXHIBIT C

JPMORGAN CHASE FINANCIAL COMPANY LLC

GLOBAL MEDIUM-TERM NOTES, SERIES A

GLOBAL WARRANTS, SERIES A

Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.

ADMINISTRATIVE PROCEDURES

[ ]

The offering of Global Medium-Term Notes, Series A, (the “Notes”) and Global Warrants, Series A (the “Warrants” and, together with the Notes, the “Program Securities”) are to be offered on a continuing basis by JPMorgan Chase Financial Company LLC (the “Company”). The Notes and Warrants are fully and unconditionally guaranteed by JPMorgan Chase & Co. (the “Guarantor” and such guarantees, the “Guarantees”). Pursuant to a Master Agency Agreement dated as of [ ] (as may be supplemented or amended from time to time) (the “Master Agency Agreement”) among the Company, the Guarantor and each agent signatory thereto to which these administrative procedures (the “Procedures”) are attached as an exhibit, certain firms and corporations (each an “Agent” and collectively the “Agents”) have agreed, as agents of the Company, to solicit purchases of the Program Securities issued in fully registered form. The Program Securities are being sold by the Company to the Agents pursuant to the Master Agency Agreement and, if applicable, one or more terms agreements substantially in the form attached to the Master Agency Agreement as Exhibit D and D-1 (each a “Terms Agreement”). The Program Securities and the Guarantees have been registered with the Securities and Exchange Commission (the “Commission”). The Notes will be issued pursuant to the provisions of an indenture dated as of February 19, 2016, among the Company, the Guarantor and Deutsche Bank Trust Company Americas (the “Trustee”), as trustee (as may be supplemented or amended from time to time, the “Note Indenture”). The Warrants will be issued pursuant to the provisions of a warrant indenture, substantially in the form of the warrant indenture filed as an exhibit to the Registration Statement, among the Company, the Guarantor and the Trustee, as trustee (as may be supplemented or amended from time to time, the “Warrant Indenture”). Capitalized terms not otherwise defined in these Procedures shall have the meanings ascribed to them in the Master Agency Agreement.

Program Securities other than Notes or Warrants will have the terms as set forth in supplements to the Prospectus and Term Sheets.

The Bank of New York Mellon (“BNY Mellon”) will be the Registrar, Transfer Agent, Authenticating Agent and Paying Agent for the Program Securities and will perform the duties specified herein. For the purposes of these Procedures, BNY Mellon shall also refer to any designee of BNY Mellon under the Paying Agent, Registrar, Transfer Agent and Authenticating Agreement dated as of [ ] among the

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Company, the Guarantor, the Trustee and BNY Mellon with respect to the Program Securities.

Each Note and each Warrant will be represented by, in the case of the Notes, a Global Note, and in the case of the Warrants, a Global Warrant (each as defined below), which will be (a) (i) delivered to BNY Mellon, as agent for The Depository Trust Company (“DTC”) if the Note or Warrant, as applicable, is to be cleared through DTC or (ii) delivered to the common depositary for the Euroclear System (“Euroclear”) and Clearstream Banking, S.A. (“Clearstream”) if the Note or Warrant, as applicable, is to be cleared through Euroclear and/or Clearstream and (b) recorded in the book-entry system maintained by DTC, Euroclear or Clearstream, as applicable, (in the case of a Note, a “Book-Entry Note,” and, in the case of a Warrant, a “Book-Entry Warrant”).

Except as set forth in the Note Indenture, in the case of Notes, or the Warrant Indenture, in the case of Warrants, an owner of a Book-Entry Note or Book-Entry Warrant, as the case may be, will not be entitled to receive a Certificated Note or a Certificated Warrant. The Guarantees will not be represented by any certificate.

The procedures to be followed during, and the specific terms of, the solicitation of orders by the Agents and the sale as a result thereof by the Company are explained below. The Company will advise the Agents and BNY Mellon in writing of those persons handling administrative responsibilities with whom the Agents and BNY Mellon are to communicate regarding orders to purchase the Program Securities and the details of their delivery.

Administrative procedures and specific terms of the offering are explained below. The procedures set out in Section I herein shall apply to each issue of Notes or Warrants to be cleared by DTC and the procedures set out in Section II herein shall apply to each issue of Notes or Warrants to be cleared by Euroclear and/or Clearstream. Book-Entry Notes and Book-Entry Warrants, which may be payable in either U.S. dollars or other specified currencies, will be issued in accordance with the administrative procedures set forth herein as they may subsequently be amended as the result of changes in the operating procedures of DTC, Euroclear or Clearstream. Unless otherwise defined herein, terms defined in the Note Indenture, the Warrant Indenture, the Notes and the Warrants shall be used herein as therein defined. The Company will advise the Agent in writing of the employees of the Company with whom the Agent is to communicate regarding offers to purchase Program Securities and the related settlement details. To the extent the procedures set forth below conflict with the provisions of the Program Securities, the Note Indenture, the Warrant Indenture, the operating requirements of DTC, Euroclear or Clearstream or the Master Agency Agreement, the relevant provisions of the Program Securities, the Note Indenture, the Warrant Indenture, the operating procedures of DTC, Euroclear or Clearstream and the Master Agency Agreement shall control.

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I. ADMINISTRATIVE PROCEDURES FOR BOOK-ENTRY NOTES AND BOOK-ENTRY WARRANTS CLEARED BY DTC

In connection with the qualification of the Book-Entry Notes or Book-Entry Warrants for eligibility in the book-entry system maintained by DTC, BNY Mellon will perform the custodial, document control and administrative functions described below. BNY Mellon will perform such functions in accordance with its obligations under a Letter of Representations from the Company to DTC dated as of [ ] and as a participant in DTC, including DTC’s Same-Day Funds Settlement System (“SDFS”).

Issuance :

Unless otherwise specified in any Prospectus, Time of Sale Information or Free Writing Prospectus, on any date of settlement (as defined under “Settlement” below) for one or more Book-Entry Notes or one or more Book-Entry Warrants, the Company will issue, in the case of the Notes, a single global Note in fully registered form without coupons (a “Global Note”) representing up to U.S. $500,000,000 principal amount of all such Notes that have the same Original Issue Date, Maturity Date and other terms, and, in the case of the Warrants, a single global Warrant in fully registered form (a “Global Warrant”), with a notional amount of up to U.S. $500,000,000 that have the same Exercise Price, Exercise Date, Exercise Period, Expiration Date and other terms. Each Global Note and each Global Warrant will be dated and issued as of the date of its authentication, or countersignature as the case may be, by BNY Mellon. Each Global Note will bear an “Interest Accrual Date,” which will be (i) with respect to an original Global Note (or any portion thereof), its original issuance date and (ii) with respect to any Global Note (or any portion thereof) issued subsequently upon exchange of a Global Note, or in lieu of a destroyed, lost or stolen Global Note, the most recent Interest Payment Date to which interest has been paid or duly provided for on the predecessor Global Note or Notes (or if no such payment or provision has been made, the original issuance date of the predecessor Global Note), regardless of the date of authentication of such subsequently issued Global Note. Book-Entry Notes and Book-Entry Warrants may be payable in either U.S. dollars or other specified currencies. No Global Note or Global Warrant will represent any Certificated Note or

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	Certificated Warrant, as the case may be. The Guarantees will not be represented by any certificate.

Preparation of Term Sheet :	If any order to purchase a Book-Entry Note or Book-Entry Warrant is accepted by or on behalf of the Company, the Company will prepare a preliminary or final term sheet or preliminary or final pricing supplement (a “Term Sheet”) reflecting the terms of such Note or Warrant. The Company (i) will arrange to file an electronic format document, in the manner prescribed by the EDGAR Filer Manual, of any preliminary Term Sheet with the Commission as required by Rule 433 or Rule 424(b), as applicable, under the Securities Act, and with respect to the Term Sheet setting forth the final terms of the Book-Entry Note or Book-Entry Warrant, as applicable, in accordance with the applicable paragraph of Rule 424(b) under the Securities Act and (ii) will, as soon as possible and in any event not later than the date on which such Term Sheet is filed with the Commission, deliver the number of copies of such Term Sheet to the Agent as the Agent shall request. The Agent will cause such Term Sheet to be delivered, or otherwise made available, to the purchaser of the Note or Warrant.

	In each instance that a Term Sheet is prepared, the Agent will affix the Term Sheet to Prospectuses, product supplements and any other Time of Sale Information prior to their use. Outdated Term Sheets, and the Prospectuses and product supplements and any other Time of Sale Information to which they are attached (other than those retained for files), will be destroyed.

Denominations :	Unless otherwise specified in any Prospectus, Time of Sale Information or Free Writing Prospectus, Book-Entry Notes will be issued in principal amounts of U.S. $1,000 or any amount in excess thereof that is an integral multiple of U.S. $1,000 or, if such Book-Entry Notes are issued in a currency other than U.S. dollars, principal amounts of such currency in denominations of the equivalent of U.S. $1,000 (rounded to an integral multiple of 1,000 units of such currency, or any larger integral

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	multiple of 1,000 units of such currency), unless otherwise indicated in any Prospectus, Time of Sale Information or Free Writing Prospectus. Global Notes and Global Warrants will be denominated in, in the case of Global Notes, principal amounts not in excess of U.S. $500,000,000, and, in the case of Global Warrants, in aggregate notional amounts not to exceed U.S. $500,000,000. If one or more Book-Entry Notes having an aggregate principal amount in excess of U.S. $500,000,000, or one or more Book-Entry Warrants having an aggregate notional amount in excess of U.S. $500,000,000 would, but for the preceding sentence, be represented by a single Global Note or Global Warrant, as the case may be, then one Global Note will be issued to represent each U.S. $500,000,000 principal amount of such Book-Entry Note or Notes, and one Global Warrant will be issued to represent each aggregate notional amount of U.S. $500,000,000 of such Book-Entry Warrant or Warrants and an additional Global Note or Global Warrant will be issued to represent any remaining principal amount of such Book-Entry Note or Notes or aggregate notional amount of such Book-Entry Warrant or Warrants. In such a case, each of the Global Notes or Global Warrants representing such Book-Entry Note or Notes or such Book-Entry Warrant or Warrants, as the case may be, shall be assigned the same CUSIP number.

Delivery of Confirmation and Prospectus, Product Supplement and Term Sheet to Purchaser by each Agent :	Subject to “Suspension of Solicitation; Amendment or Supplement” below, each Agent and participating dealer, pursuant to the terms of the Master Agency Agreement and as herein described, will cause to be delivered, or otherwise made available, a copy of the Prospectus, including the applicable product supplement and Term Sheet, to each purchaser of Program Securities from such Agent or Dealer.

	For each offer to purchase a Program Security solicited by any Agent and accepted by or on behalf of the Company, such Agent or a broker-dealer that has executed a selected dealer agreement with such Agent will provide a confirmation to the purchaser, setting forth the details described above and delivery and payment instructions, as well as the

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	notice of allocation information required by Rule 173 under the Securities Act within 2 days after the terms of the Program Securities become final.

	In addition, such Agent will deliver to purchasers of the Program Securities the Prospectus, product supplement, Term Sheet and any other Time of Sale Information, in relation to such Program Security to any purchaser of the Program Securities who so requests.

Suspension of Solicitation; Amendment or Supplement :	Subject to the Company’s and the Guarantor’s representations, warranties and covenants contained in the Master Agency Agreement, the Company or the Guarantor may instruct the Agents to suspend at any time, for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes or Book-Entry Warrants. Upon receipt of such instructions, the Agents will forthwith suspend solicitation until such time as the Company or the Guarantor has advised them that such solicitation may be resumed.

	In the event that at the time the Company or the Guarantor suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Agents and BNY Mellon whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate product supplement, Term Sheet or any other Time of Sale Information, may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangement that may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus, product supplement, Term Sheet or any other Time of Sale Information, may not be so delivered.

	If the Company and the Guarantor decide to amend or supplement the Registration Statement (as defined in the Master Agency Agreement) or the Prospectus or any product supplement, Term Sheet or any other Time of Sale Information, they will promptly advise the Agents and furnish the Agents

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	with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Master Agency Agreement. Subject to the provisions of the Master Agency Agreement, the Company and the Guarantor may file with the Commission any such supplement or any product supplement to the Prospectus relating to the Program Securities and the related Guarantees. The Company will provide the Agents and BNY Mellon with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b).

Settlement :	The receipt by the Company of immediately available funds in payment for a Book-Entry Note or a Book-Entry Warrant and, in the case of the Note, the authentication and issuance of the Global Note representing such Note, or, in the case of the Warrant, the countersigning and issuance of the Global Warrant representing such Warrant, shall constitute “settlement” with respect to such Note or Warrant, as the case may be. All orders accepted by the Company will be settled on the third Business Day immediately following the sale date pursuant to the timetable for settlement set forth below unless the Company and the purchaser agree to settlement on another day as set out in the applicable Prospectus, Time of Sale Information or Free Writing Prospectus, which shall be no earlier than the Business Day immediately following the sale date.

Settlement Procedures :	Unless otherwise specified in any Prospectus, Time of Sale Information or Free Writing Prospectus, settlement procedures with regard to each Book-Entry Note and each Book-Entry Warrant sold by the Company to or through the Agent (unless otherwise specified pursuant to a Terms Agreement), shall be as follows:

In the case of a Book-Entry Note, the Agent will advise the Company by telephone that such Note is a Book-Entry Note to be cleared and settled through DTC and of the following settlement information:

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	1.	Principal amount.

	2.	Maturity Date.

	3.	In the case of a Fixed Rate Book-Entry Note, the Interest Rate, whether such Note will pay interest annually, semiannually, quarterly or monthly and whether such Note is an Amortizing Note, and, if so, the amortization schedule, or, in the case of a Floating Rate Book-Entry Note, the Initial Interest Rate (if known at such time), Interest Payment Date(s), Interest Payment Period, Calculation Agent, Base Rate, Index Maturity, Index Currency, Interest Reset Period, Initial Interest Reset Date, Interest Reset Dates, Spread or Spread Multiplier (if any), Minimum Interest Rate (if any), Maximum Interest Rate (if any) and the Alternate Rate Event Spread (if any).

	4.	Redemption or repayment provisions, if any.

	5.	Settlement date and time (Original Issue Date).

	6.	Interest Accrual Date.

	7.	Price.

	8.	Agent’s commission, if any.

	9.	Specified Currency.

	10.	Whether the Note is an Original Issue Discount Note (an “OID Note”), and if it is an OID Note, the applicability of Modified Payment upon Acceleration (and, if so, the Issue Price).

	11.	Whether the Note is a Renewable Note, and if it is a Renewable Note, the Initial Maturity Date, the Final Maturity Date, the Election Dates and the Maturity Extension Dates.

	12.	Whether the Company has the option to reset the Spread or Spread

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		Multiplier of the Note.

	13.	Whether the Note is an Optionally Exchangeable Note, a Mandatorily Exchangeable Note, or any form of exchangeable Note.

	14.	Any other applicable provisions.

	B.	In the case of a Book-Entry Warrant, the Agent will advise the Company by telephone that such Warrant is a Book-Entry Warrant to be cleared and settled through DTC and of the following settlement information:

	1.	Aggregate Number of Warrants.

	2.	Price to Public.

	3.	Warrant Exercise Price.

	4.	Agent’s commission, if any.

	5.	Date upon which Warrants may be exercised.

	6.	Expiration Date.

	7.	Form.

	8.	Currency in which exercise payments shall be made.

	9.	Minimum number of Warrants exercisable by any holder.

	10.	Formula for determining Cash Settlement Value.

	11.	Exchange Rate (or method of calculation).

	12.	Any other applicable provisions.

The Company will advise BNY Mellon by telephone or electronic transmission (confirmed in writing at any time on the same date) of the information set forth in “Settlement Procedures” “A” and “B” above, as applicable, such advice to contain a representation as to the aggregate offering price of Program Securities permitted to be issued hereunder after such issuance. BNY Mellon will then assign a CUSIP number to the Global Note representing a Note and

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will notify the Company and the Agent of such CUSIP number(s) by telephone as soon as practicable, except that for Optionally Exchangeable and Mandatorily Exchangeable Notes the Agent will obtain a CUSIP number for the Global Note representing such Note and will notify the Company and BNY Mellon of such CUSIP number(s) by telephone as soon as practicable. The Agent will obtain a CUSIP number for the Global Warrant representing a Warrant and will notify the Company and BNY Mellon of such CUSIP number(s) by telephone as soon as practicable.

	D.	BNY Mellon will enter a pending deposit message through DTC’s Participant Terminal System, providing the following settlement information to DTC, the Agent and Standard & Poor’s Corporation:

	1.	The information set forth in “Settlement Procedures” “A” and “B” above, as applicable.

	2.	The Initial Interest Payment Date for the Notes, the number of days by which such date succeeds the related DTC Record Date and, if known, the amount of interest payable on such Initial Interest Payment Date.

	3.	The CUSIP number of the Global Note or Global Warrant, as applicable.

	4.	Whether the Global Note or Global Warrant will represent any other Book-Entry Note or Book-Entry Warrant, as the case may be (to the extent known at such time).

	5.	The number of Participant accounts to be maintained by DTC on behalf of the Agent and BNY Mellon.

BNY Mellon will, as applicable, authenticate, complete and deliver the Global Note representing the Note or countersign and deliver the Global Warrant

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		representing the Warrant.

	F.	DTC will credit such Note or Warrant to BNY Mellon’s participant account at DTC.

	G.	BNY Mellon will enter an SDFS deliver order through DTC’s Participant Terminal System instructing DTC to (i) debit the Note or Warrant, as the case may be, to BNY Mellon’s participant account and credit such Note or Warrant to the Agent’s participant account and (ii) debit the Agent’s settlement account and credit BNY Mellon’s settlement account for an amount equal to the price of such Note or Warrant, as the case may be, less the Agent’s commission, if any. The entry of such a deliver order shall constitute a representation and warranty by BNY Mellon to DTC that the Global Note representing a Book-Entry Note has been issued and authenticated, or the Global Warrant representing a Book-Entry Warrant has been countersigned and delivered.

	H.	Unless the Agent is the end purchaser of a Note or Warrant, the Agent will enter an SDFS deliver order through DTC’s Participant Terminal System instructing DTC (i) to debit such Note or Warrant to the Agent’s participant account and credit such Note or Warrant to the participant accounts of the Participants with respect to such Note or Warrant and (ii) to debit the settlement accounts of such Participants and credit the settlement account of the Agent for an amount equal to the price of such Note or Warrant.

	I.	Transfers of funds in accordance with SDFS deliver orders described in Settlement Procedures “G” and “H” will be settled in accordance with SDFS operating procedures in effect on the settlement date.

	J.	BNY Mellon will credit to the account of the Company maintained at BNY Mellon, New York, New York, in funds available for immediate use in the amount transferred to BNY Mellon in accordance with

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		“Settlement Procedure” “I”.

	K.	Unless the Agent is the end purchaser of the Note or Warrant, the Agent will confirm the purchase of such Note or Warrant to the purchaser either by transmitting to the Participants with respect to such Note or Warrant a confirmation order or orders through DTC’s institutional delivery system or by mailing a written confirmation to such purchaser.

Settlement Procedures Timetable :

Unless otherwise specified in any Prospectus, Time of Sale Information or Free Writing Prospectus, for sales by the Company of Book-Entry Notes or Book-Entry Warrants to or through the Agent (unless otherwise specified pursuant to a Terms Agreement) for settlement on the first Business Day after the sale date, Settlement Procedures “A” through “K” set forth above shall be completed as soon as possible but not later than the respective times in New York City set forth below:

	Settlement Procedure	Time
	A	11:00 A.M. on the sale date
	B	11:00 A.M. on the sale date
	C	12:00 Noon on the sale date
	D	2:00 P.M. on the sale date
	E	9:00 A.M. on the settlement date
	F	10:00 A.M. on the settlement date
	G-H	2:00 P.M. on the settlement date
	I	4:45 P.M. on the settlement date
	J-K	5:00 P.M. on the settlement date

If a sale is to be settled more than one Business Day after the sale date, Settlement Procedures “A”, “B”, “C” and “D” shall be completed as soon as practicable but no later than 11:00 A.M., 11:00 A.M., 12:00 Noon and 2:00 P.M., respectively, on the first Business Day after the sale date. If the Initial Interest Rate for a Floating Rate Book-Entry Note has not been determined at the time that “Settlement Procedure” “A” is

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	completed, “Settlement Procedures” “C” and “D” shall be completed as soon as such rate has been determined but no later than 12:00 Noon and 2:00 P.M., respectively, on the Business Day before the settlement date. “Settlement Procedure” “I” is subject to extension in accordance with any extension of Fedwire closing deadlines and in the other events specified in the SDFS operating procedures in effect on the settlement date.

	If settlement of a Book-Entry Note or Book-Entry Warrant is rescheduled or canceled, BNY Mellon, after receiving notice from the Company or the Agent, will deliver to DTC, through DTC’s Participant Terminal System, a cancellation message to such effect by no later than 2:00 P.M. on the Business Day immediately preceding the scheduled settlement date.

Failure to Settle :	If BNY Mellon fails to enter an SDFS deliver order with respect to a Book-Entry Note or Book-Entry Warrant pursuant to Settlement Procedure “G”, BNY Mellon may upon the written request of the Company deliver to DTC, through DTC’s Participant Terminal System, as soon as practicable, a withdrawal message instructing DTC to debit such Note or Warrant to BNY Mellon’s participant account, provided that BNY Mellon’s participant account contains a principal amount of the Global Note representing such Note, or an aggregate notional amount of the Global Warrant representing such Warrant, that is at least equal to the principal amount or notional amount to be debited. If a withdrawal message is processed with respect to all the Book-Entry Notes represented by a Global Note or all the Book-Entry Warrants represented by a Global Warrant, BNY Mellon will mark such Global Note or Global Warrant “canceled,” make appropriate entries in BNY Mellon’s records and send such canceled Global Note or Global Warrant to the Company. The CUSIP number assigned to such Global Note or Global Warrant shall, in accordance with the procedures of the CUSIP Service Bureau of Standard & Poor’s Corporation, be canceled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Notes represented by a Global Note, or with respect to one or more, but not all, of the Book-Entry Warrants represented by a Global Warrant, BNY Mellon will exchange such Global Note or Global Warrant, as the case may be, for two Global Notes or for two Global Warrants, as the case may be, one of which shall represent such Book-Entry Note or Notes or such Book-Entry Warrant or Warrants and shall be canceled immediately after issuance and the other of which shall represent the remaining Book-Entry Notes or Book-Entry Warrants previously represented by the surrendered Global Note or

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	Global Warrant and shall bear the CUSIP number of the surrendered Global Note or Global Warrant.

	If the purchase price for any Book-Entry Note or Book-Entry Warrant is not timely paid to the Participants with respect to such Note or Warrant by the beneficial purchaser thereof (or any person, including an indirect participant in DTC, acting on behalf of such purchaser), such Participants and, in turn, the Agent may enter SDFS deliver orders through DTC’s Participant Terminal System reversing the orders entered pursuant to Settlement Procedures “G” and “H”, respectively. Thereafter, BNY Mellon will deliver the withdrawal message and take the related actions described in the preceding paragraph.

	Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Note or Book-Entry Warrant, DTC may take any actions in accordance with its SDFS operating procedures then in effect.

	In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Notes or Book-Entry Warrants to have been represented by a Global Note or a Global Warrant, as the case may be, BNY Mellon will provide, in accordance with Settlement Procedures “E” and “G”, for the authentication and issuance of a Global Note representing the Book-Entry Notes to be represented by such Global Note and for the issuance of a Global Warrant representing the Book-Entry Warrants to be represented by such Global Warrant and, in each case, will make appropriate entries in its records.

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II. ADMINISTRATIVE PROCEDURES FOR BOOK-ENTRY NOTES AND BOOK-ENTRY WARRANTS CLEARED BY EUROCLEAR AND/OR CLEARSTREAM

In connection with the qualification of the Book-Entry Notes or Book-Entry Warrants for eligibility in the book-entry system maintained by Euroclear and/or Clearstream, BNY Mellon will perform the custodial, document control and administrative functions described below. BNY Mellon will perform such functions in accordance with its obligations as a participant in Euroclear and/or Clearstream, as applicable.

Issuance :

Unless otherwise specified in any Prospectus, Time of Sale Information or Free Writing Prospectus, on any date of settlement (as defined under “Settlement” below) for one or more Book-Entry Notes or one or more Book-Entry Warrants, the Company will issue, in the case of the Notes, a single global Note in fully registered form without coupons (a “Global Note”) representing the principal amount of all such Notes that have the same Original Issue Date, Maturity Date and other terms, and, in the case of the Warrants, a single global Warrant in fully registered form (a “Global Warrant”) representing the notional amount of all such Warrants that have the same Exercise Price, Exercise Date, Exercise Period, Expiration Date and other terms. Each Global Note and each Global Warrant will be dated and issued as of the date of its authentication, or countersignature as the case may be, by BNY Mellon. Each Global Note will bear an “Interest Accrual Date,” which will be (i) with respect to an original Global Note (or any portion thereof), its original issuance date and (ii) with respect to any Global Note (or any portion thereof) issued subsequently upon exchange of a Global Note, or in lieu of a destroyed, lost or stolen Global Note, the most recent Interest Payment Date to which interest has been paid or duly provided for on the predecessor Global Note or Notes (or if no such payment or provision has been made, the original issuance date of the predecessor Global Note), regardless of the date of authentication of such subsequently issued Global Note. Book-Entry Notes and Book-Entry Warrants may be payable in either U.S. dollars or other specified currencies. No Global Note or Global Warrant will represent any Certificated Note or Certificated Warrant, as the

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	case may be. The Guarantees will not be represented by any certificate.

Preparation of Term Sheet :	If any order to purchase a Book-Entry Note or Book-Entry Warrant is accepted by or on behalf of the Company, the Company will prepare a preliminary or final term sheet or preliminary or final pricing supplement (a “Term Sheet”) reflecting the terms of such Note or Warrant. The Company (i) will arrange to file an electronic format document, in the manner prescribed by the EDGAR Filer Manual, of any preliminary Term Sheet with the Commission as required by Rule 433 or Rule 424(b), as applicable, under the Securities Act, and with respect to the Term Sheet setting forth the final terms of the Book-Entry Note or Book-Entry Warrant, as applicable, in accordance with the applicable paragraph of Rule 424(b) under the Securities Act and (ii) will, as soon as possible and in any event not later than the date on which such Term Sheet is filed with the Commission, deliver the number of copies of such Term Sheet to the Agent as the Agent shall request. The Agent will cause such Term Sheet to be delivered, or otherwise made available, to the purchaser of the Note or Warrant.
	In each instance that a Term Sheet is prepared, the Agent will affix the Term Sheet to Prospectuses, product supplements and any other Time of Sale Information prior to their use. Outdated Term Sheets, and the Prospectuses and product supplements and any other Time of Sale Information to which they are attached (other than those retained for files), will be destroyed.
Denominations :	Unless otherwise specified in any Prospectus, Time of Sale Information or Free Writing Prospectus, Book-Entry Notes will be issued in principal amounts of U.S. $1,000 or any amount in excess thereof that is an integral multiple of U.S. $1,000 or, if such Book-Entry Notes are issued in a currency other than U.S. dollars, principal amounts of such currency in denominations of the equivalent of U.S. $1,000 (rounded to an integral multiple of 1,000 units of such currency, or any larger integral multiple of 1,000 units of such currency), unless

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otherwise indicated in any Prospectus, Time of Sale Information or Free Writing Prospectus.

Delivery of Confirmation and Prospectus, Product Supplement and Term Sheet to Purchaser by each Agent :	Subject to “Suspension of Solicitation; Amendment or Supplement” below, each Agent and participating dealer, pursuant to the terms of the Master Agency Agreement and as herein described, will cause to be delivered, or otherwise made available, a copy of the Prospectus, including the applicable product supplement and Term Sheet, to each purchaser of Program Securities from such Agent or Dealer.
	For each offer to purchase a Program Security solicited by any Agent and accepted by or on behalf of the Company, such Agent or a broker-dealer that has executed a selected dealer agreement with such Agent will provide a confirmation to the purchaser, setting forth the details described above and delivery and payment instructions, as well as the notice of allocation information required by Rule 173 under the Securities Act within 2 days after the terms of the Program Securities become final.
	In addition, such Agent will deliver to purchasers of the Program Securities the Prospectus, product supplement, Term Sheet and any other Time of Sale Information, in relation to such Program Security to any purchaser of the Program Securities who so requests.
Suspension of Solicitation; Amendment or Supplement :	Subject to the Company’s and the Guarantor’s representations, warranties and covenants contained in the Master Agency Agreement, the Company or the Guarantor may instruct the Agents to suspend at any time, for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes or Book-Entry Warrants. Upon receipt of such instructions, the Agents will forthwith suspend solicitation until such time as the Company or the Guarantor has advised them that such solicitation may be resumed.
	In the event that at the time the Company or the Guarantor suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Agents and

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BNY Mellon whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate product supplement, Term Sheet or any other Time of Sale Information, may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangement that may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus, product supplement, Term Sheet or any other Time of Sale Information, may not be so delivered.

If the Company and the Guarantor decide to amend or supplement the Registration Statement (as defined in the Master Agency Agreement) or the Prospectus or any product supplement, Term Sheet or any other Time of Sale Information, they will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Master Agency Agreement. Subject to the provisions of the Master Agency Agreement, the Company and the Guarantor may file with the Commission any such supplement or any product supplement to the Prospectus relating to the Program Securities and the related Guarantees. The Company will provide the Agents and BNY Mellon with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b).

Settlement :

The receipt by the Company of immediately available funds in payment for a Book-Entry Note or a Book-Entry Warrant and, in the case of the Note, the authentication and issuance of the Global Note representing such Note, or, in the case of the Warrant, the countersigning and issuance of the Global Warrant representing such Warrant, shall constitute “settlement” with respect to such Note or Warrant, as the case may be. All orders accepted by the Company will be settled on the third Business Day immediately following the sale date pursuant to the timetable for settlement set forth below unless

C- 18

the Company and the purchaser agree to settlement on another day as set out in the applicable Prospectus, Time of Sale Information or Free Writing Prospectus, which shall be no earlier than the Business Day immediately following the sale date.

Settlement Procedures :

Unless otherwise specified in any Prospectus, Time of Sale Information or Free Writing Prospectus, settlement procedures with regard to each Book-Entry Note and each Book-Entry Warrant sold by the Company to or through the Agent (unless otherwise specified pursuant to a Terms Agreement), shall be as follows:

	A.	In the case of a Book-Entry Note, the Agent will advise the Company by telephone that such Note is a Book-Entry Note to be cleared and settled in Euroclear and/or Clearstream and of the following settlement information:

	1.	Principal amount.

	2.	Maturity Date.

	3.	In the case of a Fixed Rate Book-Entry Note, the Interest Rate, whether such Note will pay interest annually, semiannually, quarterly or monthly and whether such Note is an Amortizing Note, and, if so, the amortization schedule, or, in the case of a Floating Rate Book-Entry Note, the Initial Interest Rate (if known at such time), Interest Payment Date(s), Interest Payment Period, Calculation Agent, Base Rate, Index Maturity, Index Currency, Interest Reset Period, Initial Interest Reset Date, Interest Reset Dates, Spread or Spread Multiplier (if any), Minimum Interest Rate (if any), Maximum Interest Rate (if any) and the Alternate Rate Event Spread (if any).

	4.	Redemption or repayment provisions, if any.

	5.	Settlement date and time (Original

C- 19

		Issue Date).

	6.	Interest Accrual Date.

	7.	Price.

	8.	Agent’s commission, if any.

	9.	Specified Currency.

	10.	Whether the Note is an Original Issue Discount Note (an “OID Note”), and if it is an OID Note, the applicability of Modified Payment upon Acceleration (and, if so, the Issue Price).

	11.	Whether the Note is a Renewable Note, and if it is a Renewable Note, the Initial Maturity Date, the Final Maturity Date, the Election Dates and the Maturity Extension Dates.

	12.	Whether the Company has the option to reset the Spread or Spread Multiplier of the Note.

	13.	Whether the Note is an Optionally Exchangeable Note, a Mandatorily Exchangeable Note, or any form of exchangeable Note.

	14.	Any other applicable provisions.

	B.	In the case of a Book-Entry Warrant, the Agent will advise the Company by telephone that such Warrant is a Book-Entry Warrant to be cleared and settled in Euroclear and/or Clearstream and of the following settlement information:

	1.	Aggregate Number of Warrants.

	2.	Price to Public.

	3.	Warrant Exercise Price.

	4.	Agent’s commission, if any.

	5.	Date upon which Warrants may be exercised.

	6.	Expiration Date.

	7.	Form.

	8.	Currency in which exercise

C- 20

		payments shall be made.

	9.	Minimum number of Warrants exercisable by any holder.

	10.	Formula for determining Cash Settlement Value.

	11.	Exchange Rate (or method of calculation).

	12.	Any other applicable provisions.

	C.	The Company will advise BNY Mellon by telephone or electronic transmission (confirmed in writing at any time on the same date) of the information set forth in “Settlement Procedures” “A” and “B” above, as applicable, such advice to contain a representation as to the aggregate offering price of Program Securities permitted to be issued hereunder after such issuance. The appropriate Agent will obtain a common code and ISIN from Euroclear and/or Clearstream for (i) the Global Note representing a Note and/or (ii) the Global Warrant representing a Warrant, and, in each case will notify the Company of such common code and ISIN by telephone as soon as practicable.

	D.	BNY Mellon will notify Euroclear and/or Clearstream of such settlement information as is required by the applicable clearing system’s operating procedures.

	E.	The Agent will instruct Euroclear and/or Clearstream to debit its account and pay the purchase price, against delivery of the Note and/or the Warrant, to BNY Mellon’s account with Euroclear and/or Clearstream on the settlement date and BNY Mellon will receive details of the instructions through the records of Euroclear and/or Clearstream.

	F.	BNY Mellon will, as applicable, authenticate and complete the Global Note representing the Note and countersign the Global Warrant representing the Warrant and deliver such Global Note or Global Warrant to BNY Mellon, as common

C- 21

		depositary for Euroclear and Clearstream.

	G.	BNY Mellon will instruct Euroclear or Clearstream, as applicable, to credit the Note represented by such Global Note and/or the Warrant represented by such Global Warrant to BNY Mellon’s distribution account at Euroclear or Clearstream, as applicable.

	H.	BNY Mellon will instruct Euroclear or Clearstream, as applicable, to debit from the distribution account the Note and/or the Warrant and to credit the Note and/or the Warrant to the account of the Agent with Euroclear or Clearstream against payment to the account of BNY Mellon of the purchase price for the Note and/or the Warrant for value on the settlement date. The Agent will give corresponding instructions to Euroclear or Clearstream.

	I.	Unless the Agent is the end purchaser of a Note or Warrant, the Agent will instruct Euroclear or Clearstream, as applicable, (i) to debit such Note or Warrant to the Agent’s participant account and credit such Note or Warrant to the participant accounts of the Participants with respect to such Note or Warrant and (ii) to debit the settlement accounts of such Participants and credit the settlement account of the Agent for an amount equal to the price of such Note or Warrant.

	J.	Euroclear and/or Clearstream debit and credit accounts in accordance with instructions received by them.

	K.	BNY Mellon will credit to the account of the Company, in funds available for immediate use, in the amount transferred to BNY Mellon in accordance with “Settlement Procedure” “H”.

	L.	Unless the Agent is the end purchaser of the Note or Warrant, the Agent will confirm the purchase of such Note or Warrant to the purchaser either by transmitting to the Participants with respect to such Note or Warrant a confirmation order or orders

C- 22

through Euroclear and/or Clearstream or by mailing a written confirmation to such purchaser.

Settlement Procedures Timetable :

Unless otherwise specified in any Prospectus, Time of Sale Information or Free Writing Prospectus, for sales by the Company of Book-Entry Notes or Book-Entry Warrants to or through the Agent (unless otherwise specified pursuant to a Terms Agreement) for settlement on the third Business Day after the sale date or later, Settlement Procedures “A” through “L” set forth above shall be completed as soon as possible but not later than the respective times in London set forth below:

	Settlement Procedure	Time
	A	11:00 A.M. on the first Business Day following the sale date
	B	11:00 A.M. on the first Business Day following the sale date
	C	11:00 A.M. on the first Business Day following the sale date
	D	2:00 P.M. on the first Business Day following the sale date
	E	2:00 P.M. on the first Business Day following the sale date
	F	2:00 P.M. on the Business Day immediately preceding the settlement date
	G	2:00 P.M. on the Business Day immediately preceding the settlement date
	H-I	2:00 P.M. on the Business Day immediately preceding the settlement date
	J	9:00 A.M. on the settlement date
	K-L	5:00 P.M. on the settlement date

	If a sale is to be settled less than three Business Days after the sale date, the Company and the Agent will agree upon the

C- 23

	applicable settlement procedures. For purposes of establishing such settlement procedures, the Company and the Agent will consult with BNY Mellon and Euroclear or Clearstream, as applicable, as necessary, to ensure that such settlement procedures may be performed by BNY Mellon and satisfy the operating procedures of Euroclear or Clearstream, as applicable.

Failure to Settle :	Notwithstanding the settlement procedures set forth in this section, in the event of a failure to settle with respect to any Book-Entry Note or Book-Entry Warrant, the Company and the Agent will agree to appropriate procedures with respect to such failure (which may include alternative settlement procedures). For purposes of establishing such settlement procedures, the Company and the Agent will consult with BNY Mellon and Euroclear or Clearstream, as applicable, as necessary, to ensure that such settlement procedures may be performed by BNY Mellon and satisfy the operating procedures of Euroclear or Clearstream, as applicable.

Enforcement of Selling Restrictions :	Euroclear and Clearstream have advised the Company that they do not in any way undertake to, and shall not have any responsibility to, monitor or ascertain the compliance of any transactions in Notes and the related Guarantees or Warrants and the related Guarantees with regard to sales and transfers as well as any exemptions from registration under the Securities Act of 1933, as amended, or any other state or federal securities laws.

C- 24

EXHIBIT D

JPMORGAN CHASE FINANCIAL COMPANY LLC

GLOBAL MEDIUM-TERM NOTES, SERIES A NOTES

Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.

FORM OF TERMS AGREEMENT

__________________, 20__

JPMorgan Chase Financial Company LLC
383 Madison Avenue, Floor 21
New York, New York 10179

Attention:

Re:	Master Agency Agreement dated [ ] (as may be amended or supplemented from time to time) (the “ Master Agency Agreement ”)

The undersigned agrees to purchase your Global Medium-Term Notes, Series A, [specified designation], each having the terms set forth below:

Notwithstanding item 1 below, the Offering will be made pursuant to a prospectus dated [ ], as amended by a prospectus supplement dated [ ], a product supplement no. [ ] dated [ ] and a final term sheet or pricing supplement which we expect to be dated on or about [ ]. The Notes are expected to have the terms described below, but the final terms of the Notes will be those set forth in the applicable final term sheet, pricing supplement, index supplement or underlying supplement. The Notes are fully and unconditionally guaranteed by the Guarantor.

All Notes	Fixed Rate Notes	Floating Rate Notes
Principal Amount:	Interest Rate:	Base Rate:
Purchase Price:	Applicability of Modified Payment upon Acceleration:	Index Maturity:
Price to Public:	If yes, state issue price:	Index Currency:
Settlement Date and Time:	Amortization Schedule:	Spread (Plus or Minus):
Place of Delivery:	Applicability of Annual Interest Payments:	Spread Multiplier:

D- 1

All Notes

Fixed Rate Notes

Floating Rate Notes

Specified Currency:	Denominated Currency (if any):	Alternate Rate Event Spread:
Original Issue Date:	Indexed Currency or Currencies (if any):	Initial Interest Rate:
Interest Accrual Date:	Payment Currency (if any):	Initial Interest Reset Date:
Interest Payment Dates:	Exchange Rate Agent (if any):	Interest Reset Dates:
Interest Payment Period:	Reference Dealers:	Interest Reset Period:
Maturity Date:	Face Amount (if any):	Maximum Interest Rate:
Optional Repayment Date(s):	Fixed Amount of each Indexed Currency (if any):	Minimum Interest Rate:
Optional Redemption Date(s):	Aggregate Fixed Amount of each Indexed Currency (if any):	Calculation Agent:
Initial Redemption Date:	Applicability of Issuer’s Option to Extend Original Maturity Date:	Reporting Service:
Initial Redemption Percentage:	If yes, state Final Maturity Date:
Annual Redemption Percentage Reduction:
Ranking:
Minimum Denominations:
Other Provisions:

1. The aggregate principal amount of the notes offered that the Agent is hereby committed to place on the Settlement Date is _______________.

By completing Item 1 above, the Agent agrees to place the entire Aggregate Principal Amount of the Notes as set forth in Item 1 within the Offering Period specified above and in accordance with the Master Agency Agreement. If Item 1 is not completed, the Agent is not obligated to place any amount of Notes.

D- 2

Guarantor of all applicable covenants and agreements contained therein, and the satisfaction of all conditions precedent contained therein, including, without limitation, those pursuant to Sections ‎ 6 and ‎ 7 thereof. The delivery of the following additional documents will also be required by the Agents: [insert additional documents to be delivered pursuant to Section ‎ 4].

Except as otherwise expressly provided herein, all terms used herein which are defined in the Master Agency Agreement shall have the same meanings as in the Master Agency Agreement.

The undersigned agrees to perform its duties and obligations specifically provided to be performed by the Agents in accordance with the terms and provisions of the Master Agency Agreement and the Procedures, as amended or supplemented hereby.

This Agreement shall be subject to the termination provisions of Section ‎ 12 of the Master Agency Agreement.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York. This Agreement may be executed in one or more counterparts and the executed counterparts taken together shall constitute one and the same agreement.

D- 3

	[ Insert name of Agent ]

	By:
	Name:
	Title:

Accepted:

JPMORGAN CHASE FINANCIAL COMPANY LLC, as Issuer

By:
Name:
Title:

D- 4

EXHIBIT D-1

JPMORGAN CHASE FINANCIAL COMPANY LLC

GLOBAL WARRANTS, SERIES A

Fully and Unconditionally Guaranteed by JPMorgan Chase & Co.

FORM OF WARRANTS TERMS AGREEMENT

___________________, 20__

JPMorgan Chase Financial Company LLC
383 Madison Avenue, Floor 21
New York, New York 10179

Attention:

Re:	Master Agency Agreement dated [ ] (as may be amended or supplemented from time to time) (the “ Master Agency Agreement ”)

The undersigned agrees to purchase your Global Warrants, Series A, [specified designation], having the terms set forth below:

Notwithstanding item 1 below, the Offering will be made pursuant to a prospectus dated [ ], as amended by a prospectus supplement dated [ ], a product supplement no. [ ] dated [ ] and a final term sheet or pricing supplement which we expect to be dated on or about [ ]. The Warrants are expected to have the terms described below, but the final terms of the Warrants will be those set forth in the applicable final term sheet or pricing supplement. The Warrants are fully and unconditionally guaranteed by the Guarantor.

Warrants:

Aggregate Number of Warrants:

Date upon which Warrants may be exercised:

Currency in which exercise payments shall be made:

Exchange Rate (or method of calculation):

Expiration Date:

Formula for determining Cash Settlement Value:

D-1- 1

Warrants:

Other Terms:

1. The aggregate principal amount of the notes offered that the Agent is hereby committed to place on the Settlement Date is _______________.

By completing Item 1 above, the Agent agrees to place the entire Aggregate Principal Amount of the Warrants as set forth in Item 1 within the Offering Period specified above and in accordance with the Master Agency Agreement. If Item 1 is not completed, the Agent is not obligated to place any amount of Warrants.

The Agents’ obligation to purchase any Program Securities hereunder is subject to the accuracy of, at the time of such purchase, the representations and warranties of the Company and the Guarantor contained in the Master Agency Agreement and to the performance and observance by the Company and the Guarantor of all applicable covenants and agreements contained therein, and the satisfaction of all conditions precedent contained therein, including, without limitation, those pursuant to Sections ‎ 6 and ‎ 7 thereof. The delivery of the following additional documents will also be required by the Agents: [insert additional documents to be delivered pursuant to Section ‎ 4].

Except as otherwise expressly provided herein, all terms used herein which are defined in the Master Agency Agreement shall have the same meanings as in the Master Agency Agreement.

This Agreement shall be subject to the termination provisions of Section ‎ 12 of the Master Agency Agreement.

D-1- 2

	[ Insert name of Agent ]

	By:
	Name:
	Title:

Accepted:

JPMORGAN CHASE FINANCIAL COMPANY LLC, as Issuer

By:
Name:
Title:

D-1- 3

EXHIBIT E

[PriceWaterhouseCoopers LLP Letterhead]

[Date]

The Board of Directors of JPMorgan Chase & Co.
and
J.P. Morgan Securities LLC
[ ]

(collectively, the “Agents”)

Ladies and Gentlemen:

We have audited:

the consolidated financial statements of JPMorgan Chase & Co. and its subsidiaries (the “Firm”), including JPMorgan Chase Financial Company LLC (the “Issuer”), as of December 31, [ ] and [ ] and for each of the three years in the period ended December 31, [ ] included in the Firm’s Annual Report on Form 10-K for the year ended December 31, [ ] (the “Form 10-K”) and

the effectiveness of the Firm’s internal control over financial reporting as of December 31, [ ].

The consolidated financial statements referred to above are all incorporated by reference in the registration statement (No. [ ]) on Form S-3 filed by the Issuer and the Firm on [ ] under the Securities Act of 1933, as amended (the “Act”); our report with respect thereto is also incorporated by reference in such registration statement. Such registration statement, together with the Prospectus dated [ ] and the Prospectus Supplement dated [ ] relating to the offering of Global Medium-Term Notes, Series A, and Global Warrants, Series A, are collectively referred to herein as the “Registration Statement.” Also, we have reviewed the unaudited interim consolidated financial information of the Firm as of [ ], for the [ ]-month period ended [ ] and [ ], as indicated in our report dated [ ], which is incorporated by reference in the Registration Statement.

In connection with the Registration Statement:

We are an independent registered public accounting firm with respect to the Firm within the meaning of the Act and the applicable rules and regulations thereunder adopted by the Securities and Exchange Commission (the “SEC”) and the Public Company Accounting Oversight Board (United States) (the “PCAOB”).

In our opinion, the Firm’s consolidated financial statements audited by us and incorporated by reference in the Registration Statement comply as to form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the related rules and regulations adopted by the SEC.

In connection with our review of the unaudited interim consolidated financial statements of the Firm, incorporated by reference in the Registration Statement, as described in our report dated [ ], which is incorporated by reference in the Registration Statement, and inquiries of certain officials of the Firm who have responsibility for financial and accounting matters, nothing came to our attention that caused us to believe such unaudited interim financial statements do not comply as to form, in all material respects with the applicable accounting requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) as it applies to Form 10-Q and the related rules and regulations adopted by the SEC.

We have not audited any financial statements of the Firm as of any date or for any period subsequent to December 31, [ ]; although we have conducted an audit for the year ended December 31, [ ], the purpose (and therefore the scope) of such audit was to enable us to express an opinion on the consolidated financial statements as of December 31, [ ] and for the year then ended, but not on the financial statements for any interim period within that year. Therefore, we are unable to and do not express any opinion on the unaudited consolidated balance sheets and the unaudited consolidated statements of income, of cash flows and of changes in stockholders’ equity included in the Firm’s quarterly report on Form 10-Q for the quarter ended [ ] incorporated by reference in the Registration Statement, or on the financial position, results of operations or cash flows as of any date or for any period subsequent to December 31, [ ]. Also, we have not audited the Firm’s internal control over financial reporting as of any date subsequent to December 31, [ ]. Therefore, we do not express any opinion on the Firm’s internal control over financial reporting as of any date subsequent to December 31, [ ].

For purposes of this letter, we have read the minutes of the [ ] meetings of the Board of Directors and the Audit Committee of the Firm, as set forth in the minute books as of [ ], officials of the Firm having advised us that the minutes of all such meetings through that date were set forth therein (except for the minutes of the [ ] [Audit Committee meeting and the] [ ] Board of Directors meeting which were not approved in final form, but for which the meeting agendas were provided to us. Officials of the Firm have represented that such agendas include all substantive actions taken at such meetings). We have carried out other procedures to [ ] (our work did not extend to the period from [ ] to [ ], inclusive) as follows:

With respect to the period from [ ] to [ ], we have:

(i)

read the unaudited consolidated financial data of the Firm for [month] of both [ ] and [ ] furnished to us by the Firm,

E- 2

officials of the Firm having advised us that no such financial data as of any date or for any period subsequent to [ ] were available. (The financial data for [month] of both [ ] and [ ] is incomplete in that it omits [ ] and other disclosures); and

(ii)

inquired of certain officials of the Firm who have responsibility for financial and accounting matters as to whether the unaudited consolidated financial data referred to in 4.a.(i) above are stated on a basis substantially consistent with that of the audited consolidated financial statements incorporated by reference in the Registration Statement.

The foregoing procedures do not constitute an audit conducted in accordance with the standards of the PCAOB. Also, they would not necessarily reveal matters of significance with respect to the comments in the following paragraph. Accordingly, we make no representations as to the sufficiency of the foregoing procedures for your purposes.

Nothing came to our attention as a result of the foregoing procedures, however, that caused us to believe that:

At [ ] there was any change in the common or preferred stock, increase in consolidated long-term debt, or decrease in total stockholders’ equity of the Firm on a consolidated basis as compared with the corresponding amounts shown in the [ ] unaudited consolidated balance sheets incorporated by reference in the Registration Statement, [except (i) in all instances for changes, increases or decreases that the Registration Statement discloses have occurred or may occur and (ii) that the unaudited consolidated financial data as of [ ], which was furnished to us by the Firm, showed increases from [ ] as follows:]

[(in millions)	[Date]	[Date]	Increase (Decrease)
Common Stock	$[ ]	$[ ]	$[ ]
Preferred Stock	$[ ]	$[ ]	$[ ]
Consolidated Long term debt	$[ ]	$[ ]	$[ ]

For the [ ]-month period from [ ] to [ ], there was any decrease, as compared with the corresponding period in the preceding year, in consolidated net income of the Firm, except in all instances for changes, increases or decreases that the Registration Statement discloses have occurred or may occur [and except that the unaudited consolidated

E- 3

financial data as of [ ], which were furnished to us by the Firm, showed the following changes:]

[(in millions)	[Date]	[Date]	Increase (Decrease)
	[ ] to [ ]	[ ] to [ ]	[ ] to [ ]
Consolidated net income	$[ ]	$[ ]	$[ ]

As mentioned in 4.a., Firm officials have advised us that no consolidated financial data as of any date or for any period subsequent to [ ] are available; accordingly, the procedures carried out by us with respect to changes in financial statement items after [ ] have, of necessity, been limited. We have inquired of certain officials of the Firm who have responsibility for financial and accounting matters as to whether:

At [ ] there was any change in the common or preferred stock, increase in consolidated long-term debt or decrease in total stockholders’ equity of the Firm as compared with the corresponding amounts shown in the [ ] unaudited consolidated financial statements incorporated by reference in the Registration Statement, except for:

[ ]

For the period from [ ] to [ ], there was any decrease, as compared with the corresponding period in the preceding year, in consolidated net income.

[Officials of the Firm have informed us that they can make no comment with respect to any decrease in consolidated net income for the period from [ ] to [ ], as compared with the corresponding period in the preceding year, or to increases in consolidated long-term debt or decreases in total stockholders’ equity as of [ ], as compared with the corresponding amounts shown in the [ ] unaudited consolidated financial statements incorporated by reference in the Registration Statement.]

On the basis of these inquiries and our reading of the minutes as described in 4, nothing came to our attention that caused us to believe that there was any such change in common stock or preferred stock or any increase in long-term debt, as compared with the corresponding amounts shown in the [ ] [audited/unaudited] consolidated financial statements incorporated by reference in the Registration Statement and except for the items in [6.a. above], except in all instances for changes that the Registration Statement discloses have occurred or may occur.

E- 4

For purposes of this letter, we have also read the items identified by you on the attached copies of (a) the Registration Statement, (b) the Form 10-K for the year ended December 31, [ ], (c) Exhibits [ ] to the Form 10-K for the year ended December 31,[ ], (d) the Form 10-Q for the quarter ended [ ], Exhibits [ ] to the Firm’s Current Report on Form 8-K filed [ ] and have performed certain procedures with respect to such information, which were applied as indicated with respect to the numbers explained in Attachment 1. We make no comment as to whether the SEC would view any non-GAAP financial information included or incorporated by reference in the Registration Statement as being compliant with the requirements of Regulation G or Item 10 of Regulation S-K.

For the purposes of this letter, analyses and schedules prepared by the Firm referred to in the procedure “Compared and agreed or recalculated and agreed, as applicable, after giving effect to rounding, the specified dollar amounts, ratios, percentages, number of shares or per share amounts to analyses and schedules prepared by the Firm from its accounting records” included in the numbers explained in Attachment 1 have been (1) obtained from accounting records (in some instances, as rounded) that are subject to the internal control policies and procedures of the Firm’s accounting systems; or (2) derived indirectly from such accounting records by analysis or computation. With respect to these analyses and schedules, our procedures include recalculating the mathematical accuracy of such analyses and schedules and agreeing the information on the analyses and schedules to the underlying accounting records.

Our audit of the consolidated financial statements for the periods referred to in the introductory paragraph of this letter comprised audit tests and procedures deemed necessary for the purpose of expressing an opinion on such financial statements taken as a whole. For none of the periods referred to therein, or any other period, did we perform audit tests for the purpose of expressing an opinion on individual balances of accounts or summaries of selected transactions such as those enumerated above, and accordingly, we express no opinion thereon.

It should be understood that we make no representations regarding questions of legal interpretation or regarding the sufficiency for your purposes of the procedures enumerated in the preceding paragraphs; also, such procedures would not necessarily reveal any material misstatement of the amounts or percentages listed in Attachment No. [ ]. Further, we have addressed ourselves solely to the foregoing data as set forth or incorporated by reference in the Registration Statement and make no representations regarding the adequacy of disclosure or regarding whether any material facts have been omitted.

10.

This letter is solely for the information of the addressees and to assist the Agents in conducting and documenting their investigation of the affairs of the Firm in connection with the offering of the securities covered by the Registration Statement, and is not to be used, circulated, quoted, or otherwise referred to for any other purpose, including but not limited to the registration, purchase, or sale

E- 5

of securities, nor is it to be filed with or referred to in whole or in part in the Registration Statement or any other document, except that reference may be made to it in the Master Agency Agreement or in any list of closing documents pertaining to the offering of the securities covered by the Registration Statement.

Yours very truly,

E- 6

EXHIBIT 4(a)(7)

JPMORGAN CHASE FINANCIAL COMPANY LLC,
as Issuer

JPMORGAN CHASE & CO.,
as Guarantor

AND

DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee

Indenture

dated as of February 19, 2016

CROSS REFERENCE SHEET*

Provisions of Trust Indenture Act of 1939 and Indenture dated as of February 19, 2016 among JPMORGAN CHASE FINANCIAL COMPANY LLC, as Issuer, JPMORGAN CHASE & CO., as Guarantor, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee:

Section of the Act		Section of Indenture
310(a)(1) and (2)		‎‎ 6.09
310(a)(3) and (4)		Inapplicable
310(b)		‎‎ 6.08 and ‎‎ 6.10(a), ‎‎ 6.10(b) and ‎‎ 6.10(c)
312(a)		‎‎ 4.01 and ‎‎ 4.02(a)
312(b)		‎‎ 4.02(b)
312(c)		‎‎ 4.02(c)
313(a)		‎ 4.04
313(b)(1)		Inapplicable
313(b)(2)		‎ Inapplicable
313(c)		‎‎ 4.04
313(d)		‎ 4.04
314(a)		3.05 and ‎‎ 4.03
314(b)		Inapplicable
314(c)(1) and (2)		‎‎ 11.05
314(c)(3)		Inapplicable
314(d)		Inapplicable
314(e)		‎‎ 11.05
314(f)		Inapplicable
315(a), (c) and (d)		‎ 6.01
315(b)		‎‎ 5.11
315(e)		‎‎ 5.12
316(a)(1)		‎‎ 5.09
316(a)(2)		Not required
316(a) (last sentence)		‎ 7.04
316(b)		‎‎ 5.07
317(a)		‎‎ 5.02
317(b)		‎‎ 3.04(a) and ‎‎ 3.04(b)
318(a)		‎‎ 11.07

* This Cross Reference Sheet is not part of the Indenture.

TABLE OF CONTENTS

Page

ARTICLE 1 D EFINITIONS

Section 1.01 Certain Terms Defined	1

ARTICLE 2
SECURITIES

Section 2.01 Forms Generally	8
Section 2.02 Form of Trustee’s Certificate of Authentication	8
Section 2.03 Amount Unlimited; Issuable in Series	9
Section 2.04 Authentication and Delivery of Securities	12
Section 2.05 Execution of Securities	15
Section 2.06 Certificate of Authentication	15
Section 2.07 Denomination and Date of Securities; Payments of Interest	15
Section 2.08 Registration, Transfer and Exchange	17
Section 2.09 Mutilated, Defaced, Destroyed, Lost and Stolen Securities	21
Section 2.10 Cancellation of Securities; Destruction Thereof	22
Section 2.11 Temporary Securities	22
Section 2.12 Calculation Agent Determinations	23

ARTICLE 3
COVENANTS OF THE ISSUER AND THE GUARANTOR

Section 3.01 Payment of Principal and Interest	23
Section 3.02 Offices for Payments, Etc.	24
Section 3.03 Appointment to Fill a Vacancy in Office of Trustee	25
Section 3.04 Paying Agents	25
Section 3.05 Written Statement to Trustee	26
Section 3.06 Luxembourg Publications	26

ARTICLE 4
SECURITYHOLDERS LISTS AND REPORTS BY THE ISSUER, THE GUARANTOR AND THE TRUSTEE

Section 4.01 Issuer and Guarantor to Furnish Trustee Information as to Names and Addresses of Securityholders	27
Section 4.02 Preservation and Disclosure of Securityholders Lists	27
Section 4.03 Reports by the Issuer and Guarantor	27
Section 4.04 Reports by the Trustee	28

ARTICLE 5
REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

Section 5.01 Event of Default Defined; Acceleration of Maturity; Waiver of Default	28
Section 5.02 Collection of Indebtedness by Trustee; Trustee May Prove Debt	31
Section 5.03 Application of Proceeds	34
Section 5.04 Suits for Enforcement	35
Section 5.05 Restoration of Rights on Abandonment of Proceedings	35
Section 5.06 Limitations on Suits by Securityholders	35
Section 5.07 Unconditional Right of Securityholders to Institute Certain Suits	36
Section 5.08 Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default	36
Section 5.09 Control by Securityholders	37
Section 5.10 Waiver of Past Defaults	37
Section 5.11 Trustee to Give Notice of Default, but May Withhold in Certain Circumstances	38
Section 5.12 Right of Court to Require Filing of Undertaking to Pay Costs	38

ARTICLE 6
CONCERNING THE TRUSTEE

Section 6.01 Duties and Responsibilities of the Trustee; During Default; Prior to Default	39
Section 6.02 Certain Rights of the Trustee	40
Section 6.03 Trustee Not Responsible for Recitals, Disposition of Securities or Application of Proceeds Thereof	42
Section 6.04 Trustee and Agents May Hold Securities or Coupons, Collections, Etc.	42
Section 6.05 Monies Held by Trustee	43
Section 6.06 Compensation and Indemnification of Trustee and Its Prior Claim	43
Section 6.07 Right of Trustee to Rely on Officer’s Certificate, Etc.	43
Section 6.08 Conflicting Interests	44
Section 6.09 Persons Eligible for Appointment as Trustee	45
Section 6.10 Resignation And Removal; Appointment of Successor Trustee	45
Section 6.11 Acceptance of Appointment by Successor Trustee	47
Section 6.12 Merger, Conversion, Consolidation or Succession of Business of Trustee	48
Section 6.13 Appointment of Authenticating Agent	48

ARTICLE 7
CONCERNING THE SECURITYHOLDERS

Section 7.01 Evidence of Action Taken by Securityholders	50
Section 7.02 Proof of Execution of Instruments and of Holding of Securities	50
Section 7.03 Holders to Be Treated as Owners	50
Section 7.04 Securities Owned by Issuer or Guarantor Deemed Not Outstanding	51
Section 7.05 Right of Revocation of Action Taken	51

ARTICLE 8
SUPPLEMENTAL INDENTURES

Section 8.01 Supplemental Indentures Without Consent of Securityholders	52
Section 8.02 Supplemental Indentures with Consent of Securityholders	54
Section 8.03 Effect of Supplemental Indenture	55
Section 8.04 Documents to Be Given to Trustee	56
Section 8.05 Notation on Securities in Respect of Supplemental Indentures	56
Section 8.06 Notification of Holders of Any Supplemental Indenture	56

ARTICLE 9
CONSOLIDATION, MERGER, SALE, CONVEYANCE OR TRANSFER

Section 9.01 Issuer May Consolidate, Etc., on Certain Terms	56
Section 9.02 Guarantor May Consolidate, Etc., on Certain Terms	57
Section 9.03 Successor Person to Be Substituted	57
Section 9.04 Opinion of Counsel to Trustee	58

ARTICLE 10
SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONIES

Section 10.01 Satisfaction and Discharge of Indenture	58
Section 10.02 Application by Trustee of Funds Deposited for Payment of Securities	63
Section 10.03 Repayment of Monies Held by Paying Agent	63
Section 10.04 Return of Monies Held by Trustee and Paying Agent Unclaimed for Two Years	63
Section 10.05 Indemnity for U.S. Government Obligations	64

ARTICLE 11
MISCELLANEOUS PROVISIONS

Section 11.01 Incorporators, Stockholders, Officers and Directors of Issuer and Guarantor Exempt from Individual Liability	64
Section 11.02 Provisions of Indenture for the Sole Benefit of Parties and Holders of Securities and Coupons	65

iii

Section 11.03 Successors and Assigns of Issuer and Guarantor Bound by Indenture	65
Section 11.04 Notices and Demands on Issuer, Guarantor, Trustee and Holders of Securities and Coupons	65
Section 11.05 Officer’s Certificates and Opinions of Counsel; Statements to Be Contained Therein	66
Section 11.06 Payments Due on Saturdays, Sundays and Holidays	67
Section 11.07 Conflict of Any Provision of Indenture with Trust Indenture Act of 1939	68
Section 11.08 New York Law to Govern	68
Section 11.09 Counterparts	68
Section 11.10 Effect of Headings	68
Section 11.11 Securities in a Foreign Currency	68
Section 11.12 Judgment Currency	69

ARTICLE 12
REDEMPTION OF SECURITIES AND SINKING FUNDS

Section 12.01 Applicability of Article	69
Section 12.02 Notice of Redemption; Partial Redemptions	69
Section 12.03 Payment of Securities Called for Redemption	71
Section 12.04 Exclusion of Certain Securities from Eligibility for Selection for Redemption	72
Section 12.05 Mandatory and Optional Sinking Funds	73

ARTICLE 13
REPURCHASE OF SECURITIES AT THE OPTION OF THE HOLDER

Section 13.01 Applicability of Article	75
Section 13.02 Minimum Repurchase Amount	75
Section 13.03 Notice of Repurchase; Partial Repurchase	75
Section 13.04 Payment of Securities Subject to Repurchase	76
Section 13.05 Repurchase by Remarketing Entities	77

ARTICLE 14
GUARANTEE

Section 14.01 The Guarantee	77
Section 14.02 Guarantee Unconditional	77
Section 14.03 Discharge; Reinstatement	79
Section 14.04 Waiver by the Guarantor	79
Section 14.05 Subrogation	79
Section 14.06 Stay of Acceleration	79
Section 14.07 Savings Clause	79

Section 14.08 Execution and Delivery of Guarantee	80
Section 14.09 Not Insured	80

THIS INDENTURE, dated as of February 19, 2016 among JPMORGAN CHASE FINANCIAL COMPANY LLC, a Delaware limited liability company (the “ Issuer ”), JPMORGAN CHASE & CO., a Delaware corporation (the “ Guarantor ”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation (the “ Trustee ”),

W I T N E S S E T H :

WHEREAS, the Issuer has duly authorized the issue from time to time of its unsecured debentures, notes or other evidences of indebtedness to be issued in one or more series (the “ Securities ”) up to such principal amount or amounts as may from time to time be authorized in accordance with the terms of this Indenture and to provide, among other things, for the authentication, delivery and administration thereof, the Issuer has duly authorized the execution and delivery of this Indenture;

WHEREAS, the Guarantor has duly authorized the guarantee of the Securities and the execution and delivery of this Indenture as guarantor of the Securities; and

WHEREAS, all things necessary to make this Indenture a valid indenture and agreement according to its terms, have been done;

NOW, THEREFORE:

In consideration of the premises and the purchases of the Securities by the holders thereof, the Issuer, the Guarantor and the Trustee covenant and agree for the equal and proportionate benefit of the respective holders from time to time of the Securities and of the Coupons, if any, appertaining thereto as follows:

Article 1
D efinitions

Section 1.01 Certain Terms Defined . The following terms (except as otherwise expressly provided or unless the context otherwise clearly requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section. All other terms used in this Indenture that are defined in the Trust Indenture Act of 1939 or the definitions of which in the Securities Act of 1933 are referred to in the Trust Indenture Act of 1939, including terms defined therein by reference to the Securities Act of 1933 (except as herein otherwise expressly provided or unless the context otherwise requires), shall have the meanings assigned to such terms in said Trust Indenture Act and in said Securities Act. All accounting terms used herein and not expressly defined shall have the meanings assigned to such terms in accordance

with generally accepted accounting principles, and the term “ generally accepted accounting principles ” means such accounting principles as are generally accepted at the time of any computation. The words “ herein, ” “ hereof ” and “ hereunder ” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. The terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular.

“ Attorney-in-Fact ” means (a) with respect to the Issuer, a Person who has been duly appointed as an attorney-in-fact by the Issuer and (b) with respect to the Guarantor, a Person who has been duly appointed as an attorney-in-fact by the Guarantor.

“ Authenticating Agent ” shall have the meaning set forth in ‎‎Section 6.13.

“ Authorized Newspaper ” means a newspaper (which, in the case of The City of New York, will, if practicable, be The Wall Street Journal (Eastern Edition), in the case of the United Kingdom, will, if practicable, be the Financial Times (London Edition) and, in the case of Luxembourg, will, if practicable, be the Luxemburger Wort) published in an official language of the country of publication customarily published at least once a day for at least five days in each calendar week and of general circulation in The City of New York, the United Kingdom or in Luxembourg, as applicable.

“ Board ” means, (a) with respect to the Issuer, the board of managers of the Issuer or any committee of such board duly authorized to act for such board or any officer, manager or Attorney-in-Fact of the Issuer to whom such board or such committee shall have delegated its authority and (b) with respect to the Guarantor, the board of directors of the Guarantor or any committee of such board duly authorized to act for such board or any officer, director or Attorney-in-Fact of the Guarantor to whom such board or such committee shall have delegated its authority.

“ Board Resolution ” means, (a) with respect to the Issuer, a copy of a resolution certified by the secretary or an assistant secretary of the Issuer to have been duly adopted by the Board of the Issuer and to be in full force and effect on the date of such certification, and delivered to the Trustee and (b) with respect to the Guarantor, a copy of a resolution certified by the secretary or an assistant secretary of the Guarantor to have been duly adopted by the Board of the Guarantor and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“ Business Day ” means, unless otherwise specified pursuant to ‎‎Section 2.03, with respect to any Security, a day that in the city (or in any of the cities, if more than one) in which amounts are payable, as specified in the form of such

Security, is not a day on which banking institutions are authorized or required by law or regulation to close or a day on which transactions in the currency in which the Securities are payable are not conducted.

“ Commission ” means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, or if at any time after the execution and delivery of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties on such date.

“ Corporate Trust Office ” means the office of the Trustee at which the corporate trust business of the Trustee shall, at any particular time, be principally administered, which office is, as of the date hereof, located at Deutsche Bank Trust Company Americas, Trust & Agency Services, 60 Wall Street, 16th Floor, MS: NYC60-1630, New York, New York 10005, Attn: Corporates Team Deal Manager – JPMorgan Chase Financial Company LLC, Fax: 732-578-4635 (with copies of all notices sent to Deutsche Bank Trust Company Americas, c/o Deutsche Bank National Trust Company, Trust & Agency Services, 100 Plaza One, MS: JCY03-0699, Jersey City, NJ 07311, Attn: Corporates Team Deal Manager – JPMorgan Chase Financial Company LLC, Fax: 732-578-4635).

“ Coupon ” means any interest coupon appertaining to an Unregistered Security.

“ covenant defeasance ” shall have the meaning set forth in ‎‎Section 10.01(c).

“ Depositary ” means, with respect to the Securities of any series issuable or issued in the form of one or more Registered Global Securities, the Person designated as Depositary by the Issuer pursuant to ‎‎Section 2.03 until a successor Depositary shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “ Depositary ” shall mean or include each Person who is then a Depositary hereunder, and if at any time there is more than one such Person, “ Depositary ” as used with respect to the Securities of any such series shall mean the Depositary with respect to the Registered Global Securities of that series.

“ Dollar ” means the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.

“ Event of Default ” means any event or condition specified as such in ‎‎Section 5.01.

“ Foreign Currency ” means a currency issued by the government of a country other than the United States (or any currency unit composed of any such currencies).

“ Guarantee ” means the guarantee of the Securities by the Guarantor pursuant to this Indenture.

“ Guarantor ” means JPMorgan Chase & Co., or any successor obligor pursuant to ‎Article 9, in each case unless and until the Guarantor is released from the Guarantee pursuant to this Indenture.

“ Holder ”, “ holder of Securities ”, “ Securityholder ” or other similar terms mean (a) in the case of any Registered Security, the Person in whose name such Security is registered in the security register kept by the Issuer for that purpose in accordance with the terms hereof, and (b) in the case of any Unregistered Security, the bearer of such Security, or any Coupon appertaining thereto, as the case may be.

“ Indenture ” means this instrument as originally executed and delivered or, if amended or supplemented as herein provided, as so amended or supplemented or both, and shall include the forms and terms of particular series of Securities established as contemplated hereunder.

“ interest ” means when used with respect to non-interest bearing Securities, interest payable after maturity.

“ Issuer ” means JPMorgan Chase Financial Company LLC, a Delaware limited liability company, and, subject to ‎‎Article 9, its successors and assigns.

“ Issuer Order ” means a written statement, request or order of the Issuer signed in its name by any one of the following: the president, the treasurer, a managing director, an executive director, a vice president or any Attorney-in-Fact of the Issuer.

“ Judgment Currency ” shall have the meaning set forth in ‎‎Section 11.12.

“ Officer’s Certificate ” means (a) with respect to the Issuer, a certificate delivered to the Trustee and signed by the president, the treasurer, a managing director, an executive director, a vice president (whether or not designated by a number or a word or words added before or after the title “vice president”) or any other officer of the Issuer designated pursuant to authority of the Board or any Attorney-in-Fact of the Issuer (with respect to the Issuer, the “ Officers ”) and (b) with respect to the Guarantor, a certificate delivered to the Trustee and signed by the chairman of the Board, a vice chairman, the president, the chief financial officer, a vice president (whether or not designated by a number or a word or words added before or after the title “vice president”), a managing director, the controller, an assistant controller, the secretary, an assistant secretary or any other officer of the Guarantor designated pursuant to authority of the Board or any Attorney-in-Fact of the Guarantor (with respect to the Guarantor, the “ Officers ”).

Each such certificate shall comply with Section 314 of the Trust Indenture Act of 1939 and include the statements provided for in ‎‎ Section 11.05 .

“ Opinion of Counsel ” means an opinion in writing signed by legal counsel who may be an employee of or counsel to the Issuer or the Guarantor and who shall be satisfactory to the Trustee. Each such opinion shall comply with Section 314 of the Trust Indenture Act of 1939 and include the statements provided for in ‎‎ Section 11.05 .

“ original issue date ” of any Security (or portion thereof) means the earlier of (a) the date of such Security or (b) the date of any Security (or portion thereof) for which such Security was issued (directly or indirectly) on registration of transfer, exchange or substitution.

“ Original Issue Discount Security ” means any Security that provides for an amount due and payable upon a declaration of acceleration of the maturity thereof pursuant to ‎‎Section 5.01 that will in all circumstances be less than the principal amount thereof. For the avoidance of doubt, any Security that provides for an amount due and payable upon a declaration of acceleration of the maturity thereof pursuant to ‎‎Section 5.01 that may, in some cases, be equal to or greater than the principal amount thereof will not be an Original Issue Discount Security.

“ Outstanding ” when used with reference to Securities, shall, subject to the provisions of ‎‎ Section 7.04 , mean, as of any particular time, all Securities authenticated and delivered by the Trustee under this Indenture, except:

(a) Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

(b) Securities, or portions thereof, for the payment or redemption of which monies or U.S. Government Obligations (as provided for in ‎‎Section 10.01) in the necessary amount shall have been deposited in trust with the Trustee or with any paying agent (other than the Issuer or the Guarantor) or shall have been set aside, segregated and held in trust by the Issuer or the Guarantor for the holders of such Securities (if the Issuer or the Guarantor, as applicable, shall act as its own paying agent), provided that if such Securities, or portions thereof, are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as herein provided, or provision satisfactory to the Trustee shall have been made for giving such notice; and

(c) Securities which shall have been paid or in substitution for which other Securities shall have been authenticated and delivered pursuant to the terms of ‎‎Section 2.09 (except with respect to any such Security as to which proof satisfactory to the Trustee is presented that such Security is held by a person in whose hands such Security is a legal, valid and binding obligation of the Issuer or the Guarantor, or both).

In determining whether the Holders of the requisite principal amount of Outstanding Securities of any or all series have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of an Original Issue Discount Security that shall be deemed to be Outstanding for such purposes shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the maturity thereof pursuant to ‎‎Section 5.01.

“ Periodic Offering ” means an offering of Securities of a series from time to time, the specific terms of which Securities, including, without limitation, the rate or rates of interest, if any, thereon, the stated maturity or maturities thereof and the redemption provisions, if any, with respect thereto, are to be determined by the Issuer or its agents upon the issuance of such Securities.

“ Person ” means any individual, corporation, partnership, joint venture, association, limited liability company, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“ principal ” whenever used with reference to the Securities or any Security or any portion thereof, shall be deemed to include premium, if any, any other cash amounts payable under the Indenture, and the delivery of securities or baskets of securities under the terms of the Securities.

“ record date ” shall have the meaning set forth in ‎‎Section 2.07.

“ Redemption Notice Period ” shall have the meaning set forth in ‎‎Section 12.02.

“ Reference Asset ” shall mean one or more interest rates, swap rates, securities, commodities, currencies, currency units, composite currencies, options or futures contracts or any other rates, instruments, assets, market measures or other factors (including but not limited to the occurrence, non-occurrence or extent of an occurrence of any event or circumstance or any contingency associated with a financial, commercial or economic consequence) or any other measures of economic or financial risk or value, or one or more baskets, indices or other combinations of any of the foregoing as specified in accordance with Section 2.03.

“ Registered Global Security ” means a Security evidencing all or a part of a series of Registered Securities, issued to the Depositary for such series in accordance with ‎‎Section 2.04, and bearing the legend prescribed in ‎‎Section 2.04.

“ Registered Security ” means any Security registered on the Security register of the Issuer.

“ Registrar ” means any Person appointed by the Issuer and the Guarantor as registrar for the Securities.

“ Required Currency ” shall have the meaning set forth in ‎‎Section 11.12.

“ Responsible Officer ” when used with respect to the Trustee means any managing director, any director, any vice president, any assistant vice president, any associate or any other officer or assistant officer of the Trustee with direct responsibility for the administration of this Indenture.

“ Security ” or “ Securities ” has the meaning stated in the first recital of this Indenture, or, as the case may be, Securities that have been authenticated and delivered under this Indenture.

“ Successor Person ” shall have the meaning set forth in Section 9.03.

“ Trust Indenture Act of 1939 ” means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was originally executed, except as provided in Sections ‎8.01 and ‎‎8.02 and except that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act of 1939” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.

“ Trustee ” means the Person identified as “Trustee” in the first paragraph hereof and, subject to the provisions of ‎‎Article 6, shall also include any successor trustee.

“ Unregistered Security ” means any Security other than a Registered Security.

“ U.S. Government Obligations ” shall have the meaning set forth in ‎‎Section 10.01(a).

“ U.S. Person ” means a citizen or resident of the United States for United States federal income tax purposes, a corporation or partnership, including an entity treated as a corporation or partnership for United States federal income tax purposes, created or organized in or under the laws of the United States, or any state of the United States or the District of Columbia, or an estate or trust the income of which is subject to United States federal income taxation regardless of its source.

“ vice president ” when used with respect to a Person, means any vice president, whether or not designated by a number or a word or words added before or after the title of “vice president.”

“ Yield to Maturity ” means the yield to maturity on a series of Securities, calculated at the time of issuance of such series, or, if applicable, at the most recent redetermination of interest on such series, and calculated in accordance with accepted financial practice.

Article 2
S ecurities

Section 2.01 Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions of the Issuer (as set forth in a Board Resolution of the Issuer or, to the extent established pursuant to rather than set forth in a Board Resolution of the Issuer, an Officer’s Certificate of the Issuer detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons.

The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities.

Section 2.02 Form of Trustee’s Certificate of Authentication. The Trustee’s certificate of authentication on all Securities shall be in substantially the following form:

“This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.”

	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee


	By:
		Authorized Officer

If at any time there shall be an Authenticating Agent appointed with respect to any series of Securities, then the Trustee’s Certificate of Authentication to be borne by the Securities of each such series shall be substantially as follows:

“This is one of the Securities referred to in the within-mentioned Indenture.”


	as Authenticating Agent

	By:
		Authorized Officer

Section 2.03 Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited.

The Securities may be issued in one or more series, and each such series shall rank equally and pari passu with all other unsecured and unsubordinated debt of the Issuer. There shall be established in or pursuant to one or more Board Resolutions of the Issuer (and to the extent established pursuant to rather than set forth in a Board Resolution of the Issuer, in an Officer’s Certificate of the Issuer detailing such establishment) or established in one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series,

(1) the designation of the Securities of the series (which shall distinguish the Securities of the series from the Securities of all other series);

(2) any limit upon the aggregate principal amount of the Securities of the series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section ‎‎2.08, ‎‎2.09, ‎‎2.11,‎8.05 or ‎‎12.03);

(3) if the amounts of payments of principal of and/or interest on, or other amounts payable under, the Securities of the series may be determined by reference to one or more Reference Assets, any such Reference Assets and the manner in which such amounts shall be determined;

(4) if other than Dollars, the coin or currency in which the Securities of that series are denominated (including, but not limited to, any Foreign Currency);

(5) the date or dates on which the principal of or other amounts due under the Securities of the series is payable or the method by which such date or dates shall be determined;

(6) the rate or rates at which the Securities of the series shall bear interest, if any, or the method by which such rate or rates shall be determined, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable and (in the case of Registered Securities) the record dates for the determination of Holders to whom interest is payable;

(7) the place or places where the principal of, any interest on or other amounts due under the Securities or delivery of any Securities or basket of Securities, as the case may be, of the series shall be payable (if other than as provided in ‎‎Section 3.02);

(8) the right, if any, of the Issuer to redeem Securities, in whole or in part, at its option and the period or periods within which, the price or prices at which and any terms and conditions, including the Redemption Notice Period, upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;

(9) the obligation, if any, of the Issuer to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption, sinking fund or analogous provisions or at the option of a Holder thereof and the price or prices at which and the period or periods within which and any terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;

(10) if other than denominations of $1,000 and any integral multiple thereof in the case of Registered Securities, or $1,000 and $5,000 in the case of Unregistered Securities, the denominations in which Securities of the series shall be issuable;

(11) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof pursuant to ‎‎Section 5.01 or provable in bankruptcy pursuant to ‎‎ Section 5.02 ;

(12) any trustees, depositaries, authenticating or paying agents, transfer agents or Registrars or any other agents with respect to the Securities of such series;

(13) if other than the coin or currency in which the Securities of that series are denominated, the coin or currency in which payment of the principal of or interest on the Securities of such series shall be payable;

(14) if the principal of, interest on, or other amounts payable under, if any, the Securities of such series are to be payable, at the election of the Issuer or a holder thereof, in a coin or currency other than that in which the Securities are denominated, the period or periods within which, and the terms and conditions upon which, such election may be made;

(15) whether the Securities of the series will be issuable as Registered Securities (and if so, whether such Securities will be issuable as Registered Global Securities) or Unregistered Securities (with or without Coupons), or any combination of the foregoing, any restrictions applicable to the offer, sale, transfer, exchange or delivery of Unregistered Securities or Registered Securities or the payment of interest thereon and, if other than as provided in ‎‎Section 2.08, the terms upon which Unregistered Securities of any series may be exchanged for Registered Securities of such series and vice versa;

(16) whether and under what circumstances the Issuer will pay additional amounts on the Securities of the series held by a Person who is not a U.S. Person in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Issuer will have the option to redeem such Securities in order to avoid the obligation to pay future additional amounts;

(17) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and terms of such certificates, documents or conditions;

(18) any addition to, elimination of or other change in the events of default or covenants with respect to the Securities of such series, including making events of default or covenants inapplicable or changing the remedies available to Holders of the Securities of such series upon an event of default or a failure by the Issuer or the Guarantor to perform a covenant; and

(19) any other terms of the series, including provisions for payment by wire transfers if any, or modifications of the definition of Business Day (which terms shall not be inconsistent with the provisions of this Indenture).

All Securities of any one series and Coupons, if any, appertaining thereto, shall be substantially identical, except in the case of Registered Securities as to denomination and except as may otherwise be provided by or pursuant to the Board Resolution of the Issuer or Officer’s Certificate of the Issuer referred to above or as set forth in any such indenture supplemental hereto. All Securities of any one series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant to such Board Resolution, such Officer’s Certificate or in any such indenture supplemental hereto.

Section 2.04 Authentication and Delivery of Securities. The Issuer may deliver Securities of any series having attached thereto appropriate Coupons, if any, executed by the Issuer to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the order of the Issuer (contained in the Issuer Order referred to below in this Section) or pursuant to such procedures acceptable to the Trustee and to such recipients as may be specified from time to time by an Issuer Order. The maturity date, original issue date, interest rate and any other terms of the Securities of such series and Coupons, if any, appertaining thereto (including Redemption Notice Periods) shall be determined by or pursuant to such Issuer Order and procedures. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in the case of subparagraphs ‎‎ (ii), ‎‎ (iii) and ‎‎ (iv) below only at or before the time of the first request of the Issuer to the Trustee to authenticate Securities of such series) and (subject to ‎‎ Section 6.01 ) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked:

(i) an Issuer Order requesting such authentication and setting forth delivery instructions if the Securities and Coupons, if any, are not to be delivered to the Issuer, provided that, with respect to Securities of a series subject to a Periodic Offering, (a) such Issuer Order may be delivered by the Issuer to the Trustee prior to the delivery to the Trustee of such Securities for authentication and delivery, (b) the Trustee shall authenticate and deliver Securities of such series for original issue from time to time, in an aggregate principal amount not exceeding the aggregate principal amount established for such series, pursuant to an Issuer Order or pursuant to procedures acceptable to the Trustee as may be specified from time to time by an Issuer Order, (c) the maturity date or dates, original issue date or dates, interest rate or rates and any other terms of Securities of such series (including Redemption Notice Periods) shall be determined by an Issuer Order or pursuant to such procedures and (d) if provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuer or its

duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing;

(ii) any Board Resolution of the Issuer, Officer’s Certificate of the Issuer and/or executed supplemental indenture referred to in Sections ‎2.01 and ‎‎2.03 by or pursuant to which the forms and terms of the Securities and Coupons, if any, were established;

(iii) an Officer’s Certificate of the Issuer setting forth the form or forms and terms of the Securities and Coupons, if any, stating that the form or forms and terms of the Securities and Coupons, if any, have been established pursuant to Section ‎2.01 and ‎Section 2.03 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and

(iv) at the option of the Issuer, either an Opinion of Counsel, or a letter addressed to the Trustee permitting it to rely on an Opinion of Counsel, substantially to the effect that:

(A) the forms of the Securities and Coupons, if any, have been duly authorized and established in conformity with the provisions of this Indenture; and

(B) the terms of the Securities have been duly authorized and established in conformity with the provisions of this Indenture, or, in the case of Securities subject to a Periodic Offering, certain terms of the Securities have been established pursuant to a Board Resolution of the Issuer, an Officer’s Certificate of the Issuer or a supplemental indenture in accordance with this Indenture, and when such other terms as are to be established pursuant to procedures set forth in an Issuer Order shall have been established, all such terms will have been duly authorized by the Issuer and will have been established in conformity with the provisions of this Indenture; and

(D) when the Securities and Coupons, if any, have been executed by the Issuer and authenticated by the Trustee in accordance with the provisions of this Indenture and delivered to and duly paid for by the purchasers thereof, the Securities and the Guarantee will be valid and binding obligations of the Issuer and the Guarantor, respectively, enforceable in accordance with their respective terms, and will be entitled to the benefits of this Indenture.

In rendering such opinions, such counsel may qualify any opinions as to enforceability by stating that such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting the rights and remedies of creditors and is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Such counsel may rely, as to all matters governed by the laws of jurisdictions other than the State of New York and the federal law of the United States, upon opinions of other counsel (copies of which shall be delivered to the Trustee), who shall be counsel reasonably satisfactory to the Trustee, in which case the opinion shall state that such counsel believes he and the Trustee are entitled so to rely. Such counsel may also state that, insofar as such opinion involves factual matters, he has relied, to the extent he deems proper, upon certificates of officers of the Issuer, the Guarantor and their subsidiaries and certificates of public officials.

The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing Holders or would affect the Trustee’s own rights, duties or immunities under the Securities, this Indenture or otherwise.

If the Issuer shall establish pursuant to ‎‎Section 2.03 that the Securities of a series are to be issued in the form of one or more Registered Global Securities, then the Issuer shall execute and the Trustee shall, in accordance with this Section and the Issuer Order with respect to such series, authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series issued and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instructions and (iv) shall bear a legend substantially to the following effect:

“Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”

Each Depositary designated pursuant to ‎‎Section 2.03 must, at the time of its designation and at all times while it serves as Depositary, be either a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation or a foreign clearing agency regulated by a foreign financial regulatory authority as defined in Section 3(a)(52) of the Securities Exchange Act of 1934, including, without limitation, Euroclear Bank SA/NV and Clearstream Banking, S.A., Luxembourg.

Section 2.05 Execution of Securities. The Securities and, if applicable, each Coupon appertaining thereto shall be signed on behalf of the Issuer by the president, the treasurer, a managing director, an executive director, a vice president or any Attorney-in-Fact of the Issuer. Such signatures may be the manual or facsimile signatures of the present or any future such officers. Typographical and other minor errors or defects in any such signature shall not affect the validity or enforceability of any Security that has been duly authenticated and delivered by the Trustee.

In case any officer of the Issuer who shall have signed any of the Securities or Coupons, if any, shall cease to be such officer before the Security so signed (or the Security to which the Coupon so signed appertains) shall be authenticated and delivered by the Trustee or disposed of by the Issuer, such Security or Coupon nevertheless may be authenticated and delivered or disposed of as though the person who signed such Security or Coupon had not ceased to be such officer of the Issuer; and any Security or Coupon may be signed on behalf of the Issuer by such persons as, at the actual date of the execution of such Security or Coupon, shall be the proper officers of the Issuer, although at the date of the execution and delivery of this Indenture any such person was not such an officer.

Section 2.06 Certificate of Authentication. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, executed by the Trustee by the manual signature of one of its authorized officers, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. No Coupon shall be entitled to the benefits of this Indenture or shall be valid or obligatory for any purpose until the certificate of authentication on the Security to which such Coupon appertains shall have been duly executed by the Trustee. The execution of such certificate by the Trustee upon any Security executed by the Issuer shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture.

Section 2.07 Denomination and Date of Securities; Payments of Interest. The Securities of each series shall be issuable as Registered Securities or Unregistered Securities in such denominations as shall be specified as contemplated by ‎‎ Section 2.03. In the absence of any such specifications with respect to the Registered Securities of any series, Registered Securities shall be

issued in denomination of $1,000 and any integral multiples thereof. In the absence of any such specifications with respect to the Unregistered Securities of any series, Unregistered Securities shall be issued in denomination of $1,000 and $5,000. The Securities of each series shall be numbered, lettered, or otherwise distinguished in such manner or in accordance with such plan as the officers of the Issuer executing the same may determine as evidenced by the execution and authentication thereof.

Each Registered Security shall be dated the date of its authentication. Each Unregistered Security shall be dated as provided in the resolution or resolutions of the Board of the Issuer or the supplemental indenture referred to in ‎‎Section 2.03. The Securities of each series shall bear interest, if any, from the date, and such interest shall be payable on the dates, established as contemplated by ‎‎Section 2.03.

The Person in whose name any Registered Security of any series is registered at the close of business on any record date applicable to a particular series with respect to any interest payment date for such series shall be entitled to receive the interest, if any, payable on such interest payment date notwithstanding any transfer or exchange of such Registered Security subsequent to the record date and prior to such interest payment date, except if and to the extent the Issuer shall default in the payment of the interest due on such interest payment date for such series, in which case such defaulted interest shall be paid, at the Issuer’s election, (a) to the Persons in whose names Outstanding Registered Securities for such series are registered at the close of business on a subsequent record date (which shall be not less than ten business days prior to the date of payment of such defaulted interest) established by notice given by mail by or on behalf of the Issuer to the holders of Registered Securities not less than 15 days preceding such subsequent record date or (b) in any lawful manner not inconsistent with the requirements of any securities exchange on which such Registered Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Issuer to the Trustee of the proposed payment pursuant to this clause (b), such manner of payment shall be deemed practicable by the Trustee. The term “ record date ” as used with respect to any interest payment date (except a date for payment of defaulted interest) for the Securities of any series shall mean the date specified as such in the terms of the Registered Securities of such series as contemplated by ‎‎Section 2.03, or, if no such date is so specified, if such interest payment date is the first day of a calendar month, the fifteenth day of the next preceding calendar month or, if such interest payment date is the fifteenth day of a calendar month, the first day of such calendar month, whether or not such record date is a Business Day.

Any defaulted interest payable in respect of any Unregistered Security shall be payable pursuant to such procedures as may be satisfactory to the Trustee in such manner that there is no discrimination as between the holders of

Registered Securities and Unregistered Securities of the same series and notice of the payment date therefor shall be given by the Trustee in the name and at the expense of the Issuer by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by ‎‎Section 3.06, at least once in an Authorized Newspaper in Luxembourg). In case an Unregistered Security is surrendered for exchange for a Registered Security after the close of business on any record date for the payment of defaulted interest and before the opening of business on the proposed date of payment of such defaulted interest, the Coupon appertaining to such surrendered Unregistered Security and due for payment on such proposed date of payment will not be surrendered with such surrendered Unregistered Security and interest payable on such proposed date of payment will be made only to the holder of such Coupon on such proposed date.

Section 2.08 Registration, Transfer and Exchange. The Issuer will keep or cause to be kept at an office or agency to be maintained for the purpose as provided in ‎‎ Section 3.02 for each series of Securities a register or registers in which, subject to such reasonable regulations as it may prescribe, it will register, and will register the transfer of, or cause the registration of the transfer of, Registered Securities as in this Article provided. Such register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At all reasonable times such register or registers shall be open for inspection by the Trustee.

Upon due presentation for registration of transfer of any Registered Security of any series at any such office or agency to be maintained for the purpose as provided in ‎‎Section 3.02, the Issuer shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Registered Security or Registered Securities of the same series, maturity date, interest rate and original issue date in authorized denominations for a like aggregate principal amount.

Unregistered Securities (except for any temporary global Unregistered Securities) and Coupons (except for Coupons attached to any temporary global Unregistered Securities) shall be transferable by delivery.

option of the Holder thereof, Unregistered Securities of any series may be exchanged for Registered Securities of such series, maturity date and interest rate of any authorized denominations and of a like aggregate principal amount, upon surrender of such Unregistered Securities to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance with ‎‎Section 3.02, with, in the case of Unregistered Securities that have Coupons attached, all unmatured Coupons and all matured Coupons in default appertaining thereto, and upon payment, if the Issuer shall so require, of the charges hereinafter provided. At the option of the Holder thereof, if Unregistered Securities of any series, maturity date, interest rate and original issue date are issued in more than one authorized denomination, except as otherwise specified pursuant to ‎‎Section 2.03, such Unregistered Securities may be exchanged for Unregistered Securities of such series, maturity date, interest rate and original issue date of other authorized denominations and of a like aggregate principal amount, upon surrender of such Unregistered Securities to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance with ‎‎Section 3.02 or as specified pursuant to ‎‎Section 2.03, with, in the case of Unregistered Securities that have Coupons attached, all unmatured Coupons and all matured Coupons in default thereto appertaining, and upon payment, if the Issuer shall so require, of the charges hereinafter provided. Unless otherwise specified pursuant to ‎‎Section 2.03, Registered Securities of any series may not be exchanged for Unregistered Securities of such series. Whenever any Securities and the Coupons appertaining thereto, if any, are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver, the Securities and the Coupons appertaining thereto, if any, which the Holder making the exchange is entitled to receive.

Notwithstanding the foregoing, in case an Unregistered Security of any series is surrendered at any such office or agency in exchange for a Registered Security of the same series after the close of business at such office or agency on any record date and before the opening of business at such office or agency on the relevant interest payment date, such Unregistered Security shall be surrendered without the Coupon relating to such interest payment date or proposed date of payment, as the case may be.

All Registered Securities presented for registration of transfer, exchange, redemption or payment shall (if so required by the Issuer or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer and the Trustee duly executed by, the Holder or his attorney duly authorized in writing.

The Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Securities. No service charge shall be made for any such transaction.

The Issuer shall not be required to exchange or register a transfer of (a) any Securities of any series for a period of 15 days next preceding the first mailing of notice of redemption of Securities of such series to be redeemed, (b) any Securities selected, called or being called for redemption in whole or in part, except, in the case of any Security where public notice has been given that such Security is to be redeemed in part, the portion thereof not so to be redeemed and except that an Unregistered Security may be exchanged for a Registered Security of the same series if such Registered Security is immediately surrendered for redemption or (c) any Securities if the Holder thereof has exercised any right to require the Issuer to repurchase such Securities, in whole or in part, except, in the case of any Security to be repurchased in part, the portion thereof not so to be repurchased.

Notwithstanding any other provision of this ‎‎Section 2.08, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Registered Global Security representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary.

If at any time the Depositary for any Registered Securities of a series represented by one or more Registered Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Registered Securities or if at any time the Depositary for such Registered Securities shall no longer be eligible under ‎‎Section 2.04, the Issuer shall appoint a successor Depositary eligible under ‎‎Section 2.04 with respect to such Registered Securities. If a successor Depositary eligible under ‎‎Section 2.04 for such Registered Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer’s election pursuant to ‎‎Section 2.03 that such Registered Securities be represented by one or more Registered Global Securities shall no longer be effective and the Issuer will execute, and the Trustee, upon receipt of an Officer’s Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form without coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Registered Global Security or Securities representing such Registered Securities in exchange for such Registered Global Security or Securities.

Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form without coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Registered Global Security or Securities representing such Registered Securities, in exchange for such Registered Global Security or Securities.

If specified by the Issuer pursuant to ‎‎Section 2.03 with respect to Securities represented by a Registered Global Security, the Depositary for such Registered Global Security may surrender such Registered Global Security in exchange in whole or in part for Securities of the same series in definitive registered form on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Trustee shall authenticate and deliver, without service charge,

(i) to the Person specified by such Depositary a new Registered Security or Securities of the same series, of any authorized denominations as requested by such Person, in an aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Registered Global Security; and

(ii) to such Depositary a new Registered Global Security in a denomination equal to the difference, if any, between the principal amount of the surrendered Registered Global Security and the aggregate principal amount of Registered Securities authenticated and delivered pursuant to clause ‎2.08(i) above.

Upon the exchange of a Registered Global Security for Securities in definitive registered form without coupons, in authorized denominations, such Registered Global Security shall be cancelled by the Trustee or an agent of the Issuer or the Trustee. Securities in definitive registered form without coupons issued in exchange for a Registered Global Security pursuant to this ‎‎Section 2.08 shall be registered in such names and in such authorized denominations as the Depositary for such Registered Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or an agent of the Issuer or the Trustee. The Trustee or such agent shall deliver such Securities to or as directed by the Persons in whose names such Securities are so registered.

All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Issuer (and the Guarantee on such Securities shall be a valid obligation of the Guarantor), evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such transfer or exchange.

Notwithstanding anything herein or in the terms of any series of Securities to the contrary, neither the Issuer nor the Trustee (which shall rely on an Officer’s

Certificate and an Opinion of Counsel) shall be required to exchange any Unregistered Security for a Registered Security if such exchange would result in adverse United States federal income tax consequences to the Issuer or the Guarantor (including, without limitation, the inability of the Issuer to deduct from its income, as computed for United States federal income tax purposes, the interest payable on the Unregistered Securities) under then applicable United States federal income tax laws.

Section 2.09 Mutilated, Defaced, Destroyed, Lost and Stolen Securities. In case any temporary or definitive Security or any Coupon appertaining to any Security shall become mutilated, defaced or be destroyed, lost or stolen, the Issuer in its discretion may execute, and upon the written request of any officer of the Issuer, the Trustee shall authenticate and deliver, a new Security of the same series, maturity date, interest rate and original issue date, bearing a number or other distinguishing symbol not contemporaneously outstanding, in exchange and substitution for the mutilated or defaced Security, or in lieu of and in substitution for the Security so destroyed, lost or stolen with Coupons corresponding to the Coupons appertaining to the Security so mutilated, defaced, destroyed, lost or stolen, or in exchange or substitution for the Security to which such mutilated, defaced, destroyed, lost or stolen Coupon appertained, with Coupons appertaining thereto corresponding to the Coupons so mutilated, defaced, destroyed, lost or stolen. In every case the applicant for a substitute Security or Coupon shall furnish to the Issuer, to the Guarantor and to the Trustee and any agent of the Issuer, the Guarantor or the Trustee such security or indemnity as may be required by them to indemnify and defend and to save each of them harmless and, in every case of destruction, loss or theft, evidence to their satisfaction of the destruction, loss or theft of such Security or Coupon and of the ownership thereof.

Upon the issuance of any substitute Security or Coupon, the Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. In case any Security or Coupon that has matured or is about to mature or has been called for redemption in full, as the case may be, shall become mutilated or defaced or be destroyed, lost or stolen, the Issuer may, instead of issuing a substitute Security or Coupon, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated or defaced Security or Coupon), if the applicant for such payment shall furnish to the Issuer, to the Guarantor and to the Trustee and any agent of the Issuer, the Guarantor or the Trustee such security or indemnity as any of them may require to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Issuer and the Trustee and any agent of the Issuer or the Trustee evidence to their satisfaction of the destruction, loss or theft of such Security or Coupon and of the ownership thereof.

Every substitute Security or Coupon of any series issued pursuant to the provisions of this Section by virtue of the fact that any such Security or Coupon is destroyed, lost or stolen shall constitute an additional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen Security or Coupon shall be at any time enforceable by anyone and shall be entitled to all the benefits of (but shall be subject to all the limitations of rights set forth in) this Indenture equally and proportionately with any and all other Securities or Coupons of such series duly authenticated and delivered hereunder. All Securities and Coupons shall be held and owned upon the express condition that, to the extent permitted by law, the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, defaced or destroyed, lost or stolen Securities and Coupons and shall preclude any and all other rights or remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their surrender.

Section 2.10 Cancellation of Securities; Destruction Thereof. All Securities and Coupons surrendered for payment, retirement, redemption, registration of transfer or exchange, or for credit against any payment in respect of a sinking or analogous fund, if surrendered to the Issuer or any agent of the Issuer or the Trustee, shall be delivered to the Trustee for cancellation or, if surrendered to the Trustee, shall be cancelled by it; and no Securities or Coupons shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Indenture. The Trustee shall destroy cancelled Securities and Coupons held by it and deliver a certificate of destruction to the Issuer. If the Issuer shall acquire any of the Securities or Coupons, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Securities or Coupons unless and until the same are delivered to the Trustee for cancellation.

Section 2.11 Temporary Securities. Pending the preparation of definitive Securities for any series, the Issuer may execute and the Trustee shall authenticate and deliver temporary Securities for such series (printed, lithographed, typewritten or otherwise reproduced, in each case in form satisfactory to the Trustee). Temporary Securities of any series shall be issuable as Registered Securities without Coupons, or as Unregistered Securities with or without Coupons attached thereto, of any authorized denomination, and substantially in the form of the definitive Securities of such series but with such omissions, insertions and variations as may be appropriate for temporary Registered Securities, all as may be determined by the Issuer with the concurrence of the Trustee. Temporary Securities may contain such references to any provisions of this Indenture as may be appropriate. Every temporary Security shall be executed by the Issuer and be authenticated by the Trustee upon the same conditions and in substantially the same manner, and with like effect, as the definitive Securities. Without unreasonable delay the Issuer shall execute and shall furnish definitive Securities of such series and thereupon temporary Registered Securities of such series may be surrendered in exchange therefor without charge at each office or

agency to be maintained by the Issuer for that purpose pursuant to ‎‎ Section 3.02 and in the case of Unregistered Securities together with any unmatured Coupons and any matured Coupons in default appertaining thereto, at any agency maintained by the Issuer for such purpose as specified pursuant to ‎‎ Section 2.03, and the Trustee shall authenticate and deliver in exchange for such temporary Securities of such series a like aggregate principal amount of definitive Securities of the same series having authorized denominations and, in the case of Unregistered Securities, having attached thereto any appropriate Coupons. Until so exchanged, the temporary Securities of any series and any unmatured Coupons appertaining thereto shall be entitled to the same benefits under this Indenture as definitive Securities of such series and any unmatured Coupons appertaining thereto unless otherwise established pursuant to ‎‎ Section 2.03. The provisions of this Section are subject to any restrictions or limitations on the issue and delivery of temporary Unregistered Securities of any series that may be established pursuant to ‎‎ Section 2.03 (including any provision that Unregistered Securities of such series initially be issued in the form of a single global Unregistered Security to be delivered to a depositary or agency located outside the United States and the procedures pursuant to which definitive or global Unregistered Securities of such series would be issued in exchange for such temporary global Unregistered Security).

Section 2.12 Calculation Agent Determinations. Except as otherwise specified as contemplated by ‎ Section 2.03, with respect to the Securities of each series, a calculation agent appointed by the Issuer shall make all necessary calculations and determinations in connection with the Securities of such series, including calculations and determinations relating to any payments on the Securities of such series. All determinations made by such calculation agent shall, in the absence of manifest error, be conclusive for all purposes and binding on the Issuer, the Guarantor and the Holders of Securities of such series.

Article 3
C ovenants of the Issuer and the Guarantor

Section 3.01 Payment of Principal and Interest. The Issuer covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay or cause to be paid the principal of, and interest on, each of the Securities of such series (together with any additional amounts payable pursuant to the terms of such Securities) at the place or places, at the respective times and in the manner provided in such Securities and in the Coupons, if any, appertaining thereto and in this Indenture. The interest on Unregistered Securities with Coupons attached (together with any additional amounts payable pursuant to the terms of such Unregistered Securities) shall be payable only upon presentation and surrender of the several Coupons for such interest installments as are evidenced thereby as they severally mature. Except as specified as contemplated in ‎‎ Section 2.03, the

interest on any temporary Unregistered Securities (together with any additional amounts payable pursuant to the terms of such temporary Unregistered Securities) shall be paid, as to the installments of interest evidenced by Coupons attached thereto, if any, only upon presentation and surrender thereof, and, as to the other installments of interest, if any, only upon presentation of such Securities for notation thereon of the payment of such interest, in each case subject to any restrictions that may be established pursuant to ‎‎ Section 2.03. The interest on Registered Securities (together with any additional amounts payable pursuant to the terms of such Securities) shall be payable only to or upon the written order of the Holders thereof and, at the option of the Issuer, may be paid by wire transfer or by mailing checks for such interest payable to or upon the written order of such Holders at their last addresses as they appear on the registry books of the Issuer.

Section 3.02 Offices for Payments, Etc. So long as any Registered Securities are authorized for issuance pursuant to this Indenture or are outstanding hereunder, the Issuer will maintain in the Borough of Manhattan, The City of New York, the following for each series: an office or agency (a) where the Registered Securities may be presented for payment and (b) where the Registered Securities may be presented for registration of transfer and for exchange as in this Indenture provided.

The Issuer will maintain one or more offices or agencies in a city or cities located outside the United States (including any city in which such an agency is required to be maintained under the rules of any stock exchange on which the Securities of such series are listed) where the Unregistered Securities, if any, of each series and Coupons, if any, appertaining thereto may be presented and surrendered for payment. No payment on any Unregistered Security or Coupon will be made upon presentation of such Unregistered Security or Coupon at an agency of the Issuer within the United States nor will any payment be made by transfer to an account in, or by mail to an address in, the United States unless pursuant to applicable United States laws and regulations then in effect, such payment can be made without adverse tax consequences to the Issuer or the Guarantor. Notwithstanding the foregoing, payments in Dollars on Unregistered Securities of any series and Coupons appertaining thereto which are payable in Dollars may be made at an agency of the Issuer maintained in the Borough of Manhattan, The City of New York if such payment in Dollars at each agency maintained by the Issuer outside the United States for payment on such Unregistered Securities is illegal or effectively precluded by exchange controls or other similar restrictions.

The Issuer will maintain in the Borough of Manhattan, The City of New York, an office or agency where notices and demands to or upon the Issuer or the Guarantor in respect of the Securities of any series, the Coupons appertaining thereto or this Indenture may be served.

The Issuer will give to the Trustee written notice of the location of any such office or agency and of any change of location thereof. In case the Issuer shall fail to maintain any such office or agency or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Corporate Trust Office.

The Issuer or the Guarantor may from time to time designate one or more additional offices or agencies where the Securities of a series and any Coupons appertaining thereto may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to ‎‎Section 2.03 and where the Registered Securities of that series may be presented for registration of transfer as in this Indenture provided, and the Issuer or the Guarantor, as the case may be, may from time to time rescind any such designation, as the Issuer or the Guarantor, as the case may be, may deem desirable or expedient; provided, however , that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer, or the Guarantor, as the case may be, will give to the Trustee prompt written notice of any such designation or rescission thereof.

Section 3.03 Appointment to Fill a Vacancy in Office of Trustee. The Issuer, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in ‎‎ Section 6.10, a Trustee, so that there shall at all times be a Trustee with respect to each series of Securities hereunder.

Section 3.04 Paying Agents. Whenever the Issuer or the Guarantor shall appoint a paying agent other than the Trustee with respect to the Securities of any series, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section,

(a) that it will hold all sums received by it as such agent for the payment of the principal of or interest on the Securities of such series (whether such sums have been paid to it by the Issuer, the Guarantor or any other obligor on the Securities of such series) in trust for the benefit of the holders of the Securities of such series or the Coupons appertaining thereto, if any, or of the Trustee, and

(b) that it will give the Trustee notice of any failure by the Issuer, the Guarantor or any other obligor on the Securities of such series to make any payment of the principal of or interest on the Securities of such series when the same shall be due and payable.

The Issuer or the Guarantor will, on or prior to each due date of the principal of or interest on the Securities of such series, deposit with the paying agent a sum or sums in the required currencies sufficient to pay such principal or

interest so becoming due, and (unless such paying agent is the Trustee) the Issuer or the Guarantor, as the case may be, will promptly notify the Trustee of any failure to take such action.

If the Issuer or the Guarantor shall act as its own paying agent with respect to the Securities of any series, it will, on or before each due date of the principal of or interest on the Securities of such series, set aside, segregate and hold in trust for the benefit of the Holders of the Securities of such series or the Coupons appertaining thereto a sum sufficient to pay such principal or interest so becoming due. The Issuer or the Guarantor, as the case may be, will promptly notify the Trustee of any failure to take such action.

Anything in this Section to the contrary notwithstanding, but subject to ‎‎Section 10.01, the Issuer or the Guarantor may at any time, for the purpose of obtaining a satisfaction and discharge with respect to one or more or all series of Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for any such series by the Issuer, the Guarantor or any paying agent hereunder, as required by this Section, such sums to be held by the Trustee upon the trusts herein contained.

Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to the provisions of Sections ‎‎10.03 and ‎‎10.04.

Section 3.05 Written Statement to Trustee. Each of the Issuer and the Guarantor will deliver to the Trustee on or before May 1 in each year (beginning with May 1, 2016) a written statement, signed by one of its Officers (which need not comply with ‎‎ Section 11.05 ) pursuant to Section 314 of the Trust Indenture Act of 1939 stating that in the course of the performance of his or her duties as an Officer of the Issuer or the Guarantor, as the case may be, he or she would normally have knowledge of any default by the Issuer or the Guarantor, as the case may be, in the performance of any covenants contained in this Indenture, stating whether or not he or she has knowledge of any such default and, if so specifying each such default of which the signer has knowledge and the nature thereof.

Section 3.06 Luxembourg Publications. In the event of the publication of any notice pursuant to Section ‎‎ 5.11 , ‎‎ 6.10(a) , ‎‎ 6.11, ‎‎ 8.02, ‎‎ 10.04, ‎‎ 12.02 or ‎‎ 12.05, the party making such publication in the Borough of Manhattan, The City of New York and London shall also, to the extent that notice is required to be given to Holders of Securities of any series by applicable Luxembourg law or stock exchange regulation, as evidenced by an Officer’s Certificate of the Issuer or the Guarantor, as applicable, delivered to such party, make a similar publication in Luxembourg.

Article 4
S ecurityholders Lists and Reports by the Issuer, the Guarantor and the Trustee

Section 4.01 Issuer and Guarantor to Furnish Trustee Information as to Names and Addresses of Securityholders. The Guarantor covenants and agrees that it will cause the Issuer to furnish or cause to be furnished, and the Issuer covenants and agrees that it will furnish or cause to be furnished, to the Trustee a list in such form as the Trustee may reasonably require of the names and addresses of the Holders of the Registered Securities of such series pursuant to Section 312 of the Trust Indenture Act of 1939:

(a) semiannually, no later than January 15 and July 15 in each year, and

(b) at such other times as the Trustee may request in writing, within 30 days after receipt by the Issuer or the Guarantor, as applicable, of any such request as of a date not more than 15 days prior to the time such information is furnished,

provided that if and so long as the Trustee shall be the Registrar for such series and all of the Securities of any series are Registered Securities, such list shall not be required to be furnished.

Section 4.02 Preservation and Disclosure of Securityholders Lists . (a) The Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of the holders of each series of Securities contained in the most recent list furnished to it as provided in ‎‎ Section 4.01 . The Trustee may destroy any list furnished to it as provided in ‎‎ Section 4.01 upon receipt of a new list so furnished.

(b) The rights of Holders to communicate with other Holders with respect to the Indenture or the Securities are as provided by the Trust Indenture Act of 1939.

(c) None of the Issuer, the Guarantor or the Trustee will be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act of 1939.

and transmitted to the Holders at the same time as filed with the Commission. Delivery of such reports, information and documents to the Trustee and transmission thereof to the Holders is for informational purposes only and shall not constitute a representation or warranty as to the accuracy or completeness of the reports, information or documents. The Trustee’s receipt of such reports, information or documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s or the Guarantor’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to conclusively rely exclusively on an Officer’s Certificate).

Section 4.04 Reports by the Trustee. Any Trustee’s report required under Section 313(a) of the Trust Indenture Act of 1939 shall be transmitted on or before January 15 in each year beginning January 15, 2017, as provided in Section 313(c) of the Trust Indenture Act of 1939, so long as any Securities are Outstanding hereunder, and shall be dated as of a date convenient to the Trustee no more than 60 days prior thereto. The Issuer shall file a copy of each such report, at the time of such transmission, with each stock exchange upon which any Securities are listed and with the Commission in accordance with Section 313(d) of the Trust Indenture Act of 1939.

Article 5
R emedies of the Trustee and Securityholders on Event of Default

Section 5.01 Event of Default Defined; Acceleration of Maturity; Waiver of Default. Except as may be otherwise provided pursuant to ‎ Section 2.03 for Securities of any series, “ Event of Default ” with respect to Securities of any series wherever used herein, means each one of the following events which shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body, except as provided in clause (f)):

(a) default in the payment of any installment of interest upon any of the Securities of such series as and when the same shall become due and payable, and continuance of such default for a period of 30 days; or

(b) default in the payment of all or any part of the principal or other amounts on any of the Securities of such series as and when the same shall become due and payable either at maturity, upon any redemption, by declaration or otherwise; or

(c) default in the performance, or breach, of any covenant or warranty of the Issuer in respect of the Securities of such series (other than

a covenant or warranty in respect of the Securities of such series a default in whose performance or whose breach is elsewhere in this Section specifically dealt with), and continuance of such default or breach for a period of 90 days after there has been given, by registered or certified mail, to the Issuer and the Guarantor, by the Trustee or to the Issuer, the Guarantor and the Trustee by the holders of at least 25% in aggregate principal amount of the Outstanding Securities of all series affected thereby, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or

(d) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Issuer in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Issuer or for any substantial part of its property or ordering the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or

(e) the Issuer shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Issuer or for any substantial part of its property, or make any general assignment for the benefit of creditors; or

(f) the Guarantee ceases to be in full force and effect, other than in accordance with the terms of the Indenture, or the Guarantor denies or disaffirms its obligations under the Guarantee, provided that no Event of Default described in this clause ‎(f) of ‎Section 5.01 shall occur as a result of, or because it is related directly or indirectly to, the insolvency of the Guarantor or the commencement of any proceedings relative to the Guarantor under Title 11 of the United States Code, or the appointment of a receiver for the Guarantor under Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or the Federal Deposit Insurance Corporation having separately repudiated the Guarantee in any receivership of the Guarantor, or the commencement of any other applicable federal or state bankruptcy, insolvency, resolution or other similar law, or a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official having been appointed for or having taken possession of the Guarantor or its property, or the institution of any other comparable judicial or regulatory

proceedings relative to the Guarantor, or to the creditors or property of the Guarantor; or

(g) any other Event of Default provided in the supplemental indenture under which such series of Securities is issued or in the form of Security for such series.

If an Event of Default described in clauses ‎(a), ‎‎(b), ‎‎(c), (f) or ‎(g) above occurs and is continuing, then, and in each and every such case, except for any series the principal of which shall have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Securities of all series affected thereby then Outstanding hereunder (treated as one class), by notice in writing to the Issuer and the Guarantor (and to the Trustee if given by Securityholders), may declare the entire principal (or, if the Securities of any such affected series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) of all Securities of such affected series and the interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable. If an Event of Default described in clauses ‎‎(d) or ‎‎(e) occurs and is continuing, then and in each and every such case, unless the principal of all the Securities shall have already become due and payable, the entire principal (or, if any Securities are Original Issue Discount Securities, such portion of the principal as may be specified in the terms thereof) of all the Securities then Outstanding and interest accrued thereon, if any, shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable.

The foregoing provisions, however, are subject to the condition that if, at any time after the principal (or, if the Securities are Original Issue Discount Securities, such portion of the principal as may be specified in the terms thereof) of the Securities of any series (or of all the Securities, as the case may be) shall have been so declared, or automatically become, due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided, the Issuer or the Guarantor shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all the Securities of such series (or of all the Securities, as the case may be) and the principal of any and all Securities of each such series (or of all the Securities, as the case may be) which shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of each such series (or at the respective rates of interest or Yields to Maturity of all the Securities, as the case may be) to the date of such payment or deposit) and such amount as shall be sufficient to cover reasonable compensation to the Trustee, its agents, attorneys

and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee except as a result of negligence or willful misconduct, and if any and all Events of Default under the Indenture, other than the non-payment of the principal of Securities which shall have become due by acceleration, shall have been cured, waived or otherwise remedied as provided herein, then and in every such case the Holders of a majority in aggregate principal amount of all the Securities of each such series (or of all the Securities, as the case may be) then Outstanding (in each case treated as one class), by written notice to the Issuer, the Guarantor and the Trustee, may waive all defaults with respect to each such series (or with respect to all the Securities, as the case may be) and rescind and annul such declaration or automatic acceleration, as the case may be, and its consequences, but no such waiver or rescission and annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereon.

For all purposes under this Indenture, if a portion of the principal of any Original Issue Discount Securities shall have been accelerated and declared due and payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, the principal amount of such Original Issue Discount Securities shall be deemed, for all purposes hereunder, to be such portion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as shall be due and payable as a result of such acceleration, together with interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Securities.

Section 5.02 Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Issuer covenants that (a) in case default shall be made in the payment of any installment of interest on any of the Securities of any series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days or (b) in case default shall be made in the payment of all or any part of the principal of any of the Securities of any series when the same shall have become due and payable, whether upon maturity of the Securities of such series or upon any redemption or by declaration or otherwise, then upon demand of the Trustee, the Issuer will pay to the Trustee for the benefit of the Holders of the Securities of such series the whole amount that then shall have become due and payable on all Securities of such series, and such Coupons, if any, for principal or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series); and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any

expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of its negligence or willful misconduct.

Until such demand is made by the Trustee, the Issuer may pay the principal of and interest on the Securities of any series to the registered holders, whether or not the principal of, and interest on, if any, the Securities of such series be overdue.

In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Issuer or other obligor upon the Securities and collect in the manner provided by law out of the property of the Issuer or other obligor upon the Securities, wherever situated, the monies adjudged or decreed to be payable.

In case there shall be pending proceedings relative to the Issuer under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property, or in case of any other comparable judicial proceedings relative to the Issuer, or to the creditors or property of the Issuer, the Trustee, irrespective of whether the principal of any Securities of any series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings or otherwise:

(a) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of any series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) owing and unpaid in respect of the Securities of any series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except as a result of negligence or willful misconduct) and of the Securityholders allowed in any judicial proceedings relative to the Issuer, or to the creditors or property of the Issuer,

(b) unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Securities of any series in any election of a trustee or a

standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings or Person performing similar functions in comparable proceedings, and

(c) to collect and receive any monies or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver, or liquidator, custodian or other similar official is hereby authorized by each of the Securityholders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to the Securityholders, to pay to the Trustee such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of negligence or willful misconduct, and all other amounts due the Trustee and each predecessor Trustee pursuant to ‎‎Section 6.06.

Nothing herein contained shall be deemed to authorize the Trustee to exercise any remedy against the Issuer or the Guarantor as a result of, or because it is related directly or indirectly to, the insolvency of the Guarantor or the commencement of any proceedings relative to the Guarantor under Title 11 of the United States Code, or the appointment of a receiver for the Guarantor under Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or the Federal Deposit Insurance Corporation having separately repudiated the Guarantee in any receivership of the Guarantor, or the commencement of any other applicable federal or state bankruptcy, insolvency, resolution or other similar law, or a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official having been appointed for or having taken possession of the Guarantor or its property, or the institution of any other comparable judicial or regulatory proceedings relative to the Guarantor, or to the creditors or property of the Guarantor.

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or Coupons appertaining to such Securities of any series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.

All rights of action and of asserting claims under this Indenture, or under any of the Securities of any series or Coupons appertaining to such Securities, may be enforced by the Trustee without the possession of any of the Securities of such series or Coupons appertaining to such Securities or the production thereof on any trial or other proceedings relative thereto, and any such action or

proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Securities or Coupons appertaining to such Securities in respect of which such action was taken.

In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the Holders of the Securities in respect of which such action was taken, and it shall not be necessary to make any Holders of such Securities parties to any such proceedings.

Section 5.03 Application of Proceeds. Any monies collected by the Trustee pursuant to this Article in respect of any series shall be applied in the following order at the date or dates fixed by the Trustee and, in case of the distribution of such monies on account of principal or interest, upon presentation of the several Securities and Coupons appertaining to such Securities in respect of which monies have been collected and stamping (or otherwise noting) thereon the payment, or issuing Securities of such series in reduced principal amounts in exchange for the presented Securities of like series if only partially paid, or upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due to the Trustee under ‎this Indenture;

SECOND: In case the principal of the Securities in respect of which monies have been collected shall not have become and be then due and payable, to the payment of interest on the Securities of such series in default in the order of the maturity of the installments of such interest, with interest (to the extent that such interest has been collected by the Trustee) upon the overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in such Securities, such payments to be made ratably to the Persons entitled thereto, without discrimination or preference;

THIRD: In case the principal of the Securities of such series in respect of which monies have been collected shall have become and shall be then due and payable, to the payment of the whole amount then owing and unpaid upon all the Securities of such series for principal and interest, with interest upon the overdue principal, and (to the extent that such interest has been collected by the Trustee) upon overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series; and in case such monies shall be insufficient to pay in full the

whole amount so due and unpaid upon the Securities of such series, then to the payment of such principal and interest or Yield to Maturity, without preference or priority of principal over interest or Yield to Maturity, or of interest or Yield to Maturity over principal, or of any installment of interest over any other installment of interest, or of any Security of such series over any other Security of such series, ratably to the aggregate of such principal and accrued and unpaid interest or Yield to Maturity; and

FOURTH: To the payment of the remainder, if any, to the Issuer, the Guarantor or any other Person lawfully entitled thereto.

Section 5.04 Suits for Enforcement. In case an Event of Default has occurred, has not been waived and is continuing, the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted in this Indenture or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law.

Section 5.05 Restoration of Rights on Abandonment of Proceedings. In case the Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Trustee, then and in every such case the Issuer, the Guarantor and the Trustee shall be restored respectively to their former positions and rights hereunder, and all rights, remedies and powers of the Issuer, the Guarantor, the Trustee and the Securityholders shall continue as though no such proceedings had been taken.

Section 5.06 Limitations on Suits by Securityholders. No Holder of any Security of any series or of any Coupon appertaining thereto shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise upon or under or with respect to this Indenture, or for the appointment of a trustee, receiver, liquidator, custodian or other similar official or for any other remedy hereunder, unless such Holder previously shall have given to the Trustee written notice of default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of not less than 25% in aggregate principal amount of the Securities of each affected series then Outstanding (treated as a single class) shall have made written request upon the Trustee to institute such action or proceedings in its own name as trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action

or proceeding and no direction inconsistent with such written request shall have been given to the Trustee pursuant to ‎‎ Section 5.09 ; it being understood and intended, and being expressly covenanted by the taker and Holder of every Security or Coupon with every other taker and Holder and the Trustee, that no one or more Holders of Securities of any series or Coupons appertaining to such Securities shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other such Holder of Securities of that or any other series or Coupons appertaining to such Securities, or to obtain or seek to obtain priority over or preference to any other such Holder or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders of Securities of the applicable series and Coupons appertaining to such Securities.

For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Section 5.07 Unconditional Right of Securityholders to Institute Certain Suits. Notwithstanding any other provision in this Indenture and any provision of any Security or Coupon, the right of any Holder of any Security or Coupon to receive payment of the principal of and interest on such Security or Coupon on or after the respective due dates expressed in such Security or Coupon, or to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Section 5.08 Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default. Except as provided in ‎‎ Section 5.06, no right or remedy herein conferred upon or reserved to the Trustee or to the Securityholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

No delay or omission of the Trustee or of any Securityholder to exercise any right or power accruing upon any Event of Default occurring and continuing as aforesaid shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or an acquiescence therein; and, subject to ‎‎Section 5.06, every power and remedy given by this Indenture or by law to the Trustee or to the Securityholders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the Securityholders.

Section 5.09 Control by Securityholders. The Holders of a majority in aggregate principal amount of the Securities of each series affected (with all such series voting as a single class) at the time Outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities of such series by this Indenture; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture and provided further that (subject to the provisions of ‎‎ Section 6.01 ) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all series so affected not joining in the giving of said direction, it being understood that (subject to ‎‎ Section 6.01 ) the Trustee shall have no duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders.

Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Securityholders.

Section 5.10 Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Securities of any series as provided in ‎‎ Section 5.01, the Holders of a majority in aggregate principal amount of the Securities of all series at the time Outstanding with respect to which an Event of Default shall have occurred and be continuing (voting as a single class) may on behalf of the Holders of all such Securities waive any past default or Event of Default described in ‎‎ Section 5.01 and its consequences except a default in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each Security affected. In the case of any such waiver, the Issuer, the Guarantor, the Trustee and the Holders of all such Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

Upon any such waiver, such default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured, and not to have occurred for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Section 5.11 Trustee to Give Notice of Default, but May Withhold in Certain Circumstances. The Trustee shall, within 90 days after the occurrence of a default with respect to the Securities of any series, give notice of all defaults with respect to that series known to the Trustee (i) if any Unregistered Securities of a series affected are then Outstanding, to the Holders thereof, (A) by mail to such Holders who have filed their names and addresses with the Trustee within the two years preceding the notice at such addresses as were so furnished to the Trustee and (B) either through the customary notice provisions of the clearing system or systems through which beneficial interests in such Unregistered Securities are owned if such Unregistered Securities are held only in global form or by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by ‎‎ Section 3.06, at least once in an Authorized Newspaper in Luxembourg), and (ii) if any Registered Securities of a series affected are then Outstanding, by mailing notice to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books, unless in each case such defaults shall have been cured before the mailing or publication of such notice (the term “ defaults ” for the purpose of this Section being hereby defined to mean any event or condition which is, or with notice or lapse of time or both would become, an Event of Default); provided that, except in the case of default in the payment of the principal of, interest on or any other amounts due under any of the Securities of such series, or in the payment of any sinking fund installment on such series, the Trustee shall be protected in withholding such notice if and so long as the executive committee, or a trust committee of directors or trustees and/or Responsible Officers of the Trustee in good faith determines that the withholding of such notice is in the interests of the Securityholders of such series.

Section 5.12 Right of Court to Require Filing of Undertaking to Pay Costs. In lieu of the provisions set forth in Section 315(e) of the Trust Indenture Act of 1939, all parties to this Indenture agree, and each Holder of any Security or Coupon by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Issuer, the Guarantor or the Trustee, to any suit instituted by any Securityholder or group of Securityholders in any series holding in the aggregate more than 10% in aggregate principal amount of the Securities of such series or to any suit instituted by any Securityholder for the enforcement of the payment of the principal of or interest

on any Security or Coupon on or after the due date expressed in such Security or Coupon.

Article 6
C oncerning the Trustee

Section 6.01 Duties and Responsibilities of the Trustee; During Default; Prior to Default. With respect to the Holders of any series of Securities issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a particular series and after the curing or waiving of all Events of Default which may have occurred with respect to such series, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to the Securities of a series has occurred (which has not been cured or waived) the Trustee shall exercise with respect to such series of Securities such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct except that

(a) prior to the occurrence of an Event of Default with respect to the Securities of any series and after the curing or waiving of all such Events of Default with respect to such series which may have occurred:

(i) the duties and obligations of the Trustee with respect to the Securities of any series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied duties or obligations shall be read into this Indenture against the Trustee; and

(ii) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, notices, certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such statements, notices, certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture;

(b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and

(c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of a majority of the Holders relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust power conferred upon the Trustee, under this Indenture.

None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if there shall be reasonable ground for believing that the repayment of such funds or indemnity satisfactory to it against such liability is not reasonably assured to it.

The provisions of this ‎‎ Section 6.01 are in furtherance of and subject to Section 315 of the Trust Indenture Act of 1939.

Section 6.02 Certain Rights of the Trustee. In furtherance of and subject to the Trust Indenture Act of 1939, and subject to ‎‎ Section 6.01 :

(a) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, Officer’s Certificate, Issuer Order or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b) any request, direction, order or demand of the Issuer or the Guarantor mentioned herein shall be sufficiently evidenced by an Officer’s Certificate of the Issuer or the Guarantor, as applicable (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of the Issuer or the Guarantor may be evidenced to the Trustee by a copy thereof certified by the secretary or an assistant secretary of the Issuer or the Guarantor, as applicable, to have been duly adopted by the Board of the Issuer or the Guarantor, as applicable, and to be in full force and effect on the date thereof;

(c) the Trustee may consult with counsel of its choosing and any advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in accordance with such advice or Opinion of Counsel;

(d) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Securityholders pursuant to the provisions of this Indenture, unless such Securityholders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred therein or thereby;

(e) the Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture;

(f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document unless requested in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require indemnity satisfactory to it against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer upon demand; and

(g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent, attorney, custodian or nominee appointed with due care by it hereunder.

(h) In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investments prior to its stated maturity or failure to provide timely written direction (if any).

(i) The Trustee shall not be charged with knowledge of an Event of Default unless a Responsible Officer of the Trustee has actual knowledge or the Trustee has received written notice thereof.

(j) Anything in this Indenture to the contrary notwithstanding, in no event shall the Trustee be liable for special, punitive, indirect or consequential

loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(k) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Article 6.

(l) In no event shall the Trustee be liable for any failure or delay in the performance of its obligations under this Indenture or any related documents because of circumstances beyond the Trustee’s control, including, but not limited to, a failure, termination, or suspension of a clearing house, securities depositary, settlement system or central payment system in any applicable part of the world or acts of God, flood, war (whether declared or undeclared), civil or military disturbances or hostilities, nuclear or natural catastrophes, political unrest, explosion, severe weather or accident, earthquake, terrorism, fire, riot, labor disturbances, strikes or work stoppages for any reason, embargo, government action, including any laws, ordinances, regulations or the like (whether domestic, federal, state, county or municipal or foreign) that delay, restrict or prohibit the providing of the services contemplated by this Indenture or any related documents, or the unavailability of communications or computer facilities, the failure of equipment or interruption of communications or computer facilities, or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility, or any other causes beyond the Trustee’s control whether or not of the same class or kind as specified above.

Section 6.03 Trustee Not Responsible for Recitals, Disposition of Securities or Application of Proceeds Thereof. The recitals contained herein and in the Securities or Coupons, except the Trustee’s certificate of authentication, shall be taken as the statements of the Issuer or the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities or Coupons. The Trustee shall not be accountable for the use or application by the Issuer of any of the Securities or of the proceeds thereof.

Section 6.04 Trustee and Agents May Hold Securities or Coupons, Collections, Etc. The Trustee or any agent of the Issuer, the Guarantor or the Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities or Coupons with the same rights it would have if it were not the Trustee or such agent and, subject to Sections ‎‎ 6.08 and ‎‎ 6.13, if operative, may otherwise deal with the Issuer or the Guarantor and receive, collect, hold and retain collections from the Issuer or the Guarantor with the same rights it would have if it were not the Trustee or such agent.

Section 6.05 Monies Held by Trustee. Subject to the provisions of ‎‎ Section 10.04 hereof, all monies received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by mandatory provisions of law. Neither the Trustee nor any agent of the Issuer, the Guarantor or the Trustee shall be under any liability for interest on any monies received by it hereunder except such as it may agree in writing with the Issuer or the Guarantor to pay thereon.

Section 6.06 Compensation and Indemnification of Trustee and Its Prior Claim. Each of the Issuer and the Guarantor, jointly and severally, covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and each of the Issuer and the Guarantor, jointly and severally, covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or willful misconduct. Each of the Issuer and the Guarantor, jointly and severally, also covenants to indemnify the Trustee and each predecessor Trustee and each of their respective officers, directors, employees, representatives and agents for, and to hold it harmless against, any loss, liability, claim, obligation or expense incurred without negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and its duties hereunder, including the costs and expenses of defending itself against or investigating any claim of liability in the premises. The obligations of the Issuer and the Guarantor under this Section to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder. Such additional indebtedness shall be a senior claim to that of the Securities or Coupons upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities or Coupons, and the Securities or Coupons are hereby subordinated to such senior claim. The Issuer’s and the Guarantor’s obligations pursuant to this ‎‎ Section 6.06 shall survive the earlier termination of this Indenture or resignation or removal of the Trustee.

specifically prescribed) may, in the absence of negligence or willful misconduct on the part of the Trustee, be deemed to be conclusively proved and established by an Officer’s Certificate of the Issuer or the Guarantor, as applicable, delivered to the Trustee, and such certificate, in the absence of negligence or willful misconduct on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof.

Section 6.08 Conflicting Interests. The following indentures are hereby specifically described for the purposes of excluding such indentures and this Indenture with respect to Securities of any other series from the operation of Section 310(b)(1) of the Trust Indenture Act of 1939: (i) the Indenture dated as of July 1, 1986, as amended or supplemented, between the Guarantor and the Trustee, (ii) the Indenture dated as of December 1, 1989 between the Guarantor and the Trustee (as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated as of March 29, 1996), (iii) the Indenture dated as of May 25, 2001, as amended or supplemented, between the Guarantor and the Trustee, (iv) the Indenture dated as of October 21, 2010, as amended or supplemented, between the Guarantor and the Trustee, (v) the Warrant Indenture, as amended or supplemented, to be entered into among the Issuer, the Guarantor and Deutsche Bank Trust Company Americas, as trustee and (vi) this Indenture with respect to the Securities of any other series, and there shall also be so excluded any other indenture or indentures under which other securities, or certificates of interest or participation in other securities, of the Issuer are outstanding if (i) this Indenture, with respect to Securities of such series, and, if applicable, this Indenture with respect to such other series issued pursuant to this Indenture and such other indenture or indentures are wholly unsecured, and such other indenture or indentures are hereafter qualified under the Trust Indenture Act of 1939, unless the Commission shall have found and declared by order pursuant to Section 305(b) or Section 307(c) of such Trust Indenture Act of 1939 that differences exist between the provisions of this Indenture with respect to Securities of such series and one or more other series, or the provisions of this Indenture and the provisions of such other indenture or indentures which are so likely to involve a material conflict of interest as to make it necessary in the public interest or for the protection of investors to disqualify the Trustee from acting as such under this Indenture with respect to Securities of such series and such other series, or under this Indenture or such other indenture or indentures, or (ii) the Issuer shall have sustained the burden of proving, on application to the Commission and after opportunity for hearing thereon, that trusteeship under this Indenture with respect to Securities of such series and such other series, or under this Indenture and such other indenture or indentures is not so likely to involve material conflict of interest as to make it necessary in the public interest or for the protection of investors to disqualify the Trustee from acting as such under this Indenture with respect to Securities of such series and such other series, or under this Indenture and such other indentures.

Section 6.09 Persons Eligible for Appointment as Trustee. The Trustee for each series of Securities hereunder shall at all times be a corporation organized and doing business under the laws of the United States of America or of any State or the District of Columbia having a combined capital and surplus of at least $50,000,000, and which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by Federal, State or District of Columbia authority. Such corporation shall have its principal place of business in the Borough of Manhattan, The City of New York, if there be such a corporation in such location willing to act upon reasonable and customary terms and conditions. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in ‎‎ Section 6.10.

The provisions of this ‎‎ Section 6.09 are in furtherance of and subject to Section 310(a) of the Trust Indenture Act of 1939.

Section 6.10 Resignation And Removal; Appointment of Successor Trustee. (a) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice of resignation to the Issuer and the Guarantor and (i) if any Unregistered Securities of a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof (A) to such Holders who have filed their names and addresses with the Trustee within the two years preceding the notice at such addresses as were so furnished to the Trustee and (B) either through the customary notice provisions of the clearing system or systems through which beneficial interests in such Unregistered Securities are owned if such Unregistered Securities are held only in global form or by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by ‎‎ Section 3.06, at least once in an Authorized Newspaper in Luxembourg), and (ii) if any Registered Securities of a series affected are then Outstanding,by notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Issuer and the Guarantor shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of their respective Boards, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after such notice of resignation, the resigning trustee, at the expense of the

Issuer and Guarantor, may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of ‎‎ Section 5.12 , on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.

(b) In case at any time any of the following shall occur:

(i) the Trustee shall fail to comply with the provisions of Section 310(b) of the Trust Indenture Act of 1939 with respect to any series of Securities after written request therefor by the Issuer, the Guarantor or by any Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months; or

(ii) the Trustee shall cease to be eligible in accordance with the provisions of ‎‎ Section 6.09 and Section 310(a) of the Trust Indenture Act of 1939 and shall fail to resign after written request therefor by the Issuer, the Guarantor or by any Securityholder; or

(iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation;

then, in any such case, the Issuer and the Guarantor may remove the Trustee with respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, in duplicate, executed by order of the Board of the Issuer and the Board of the Guarantor, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 315(e) of the Trust Indenture Act of 1939, any Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such series. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.

(c) Any resignation or removal of the Trustee with respect to any series and any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this ‎‎Section 6.10 shall become effective upon acceptance of appointment by the successor trustee as provided in ‎‎Section 6.11.

Section 6.11 Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in ‎‎ Section 6.10 shall execute and deliver to the Issuer, the Guarantor and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to all or any applicable series shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations with respect to such series of its predecessor hereunder, with like effect as if originally named as trustee for such series hereunder; but, nevertheless, on the written request of the Issuer, the Guarantor or the successor trustee, upon payment of its charges then unpaid, the trustee ceasing to act shall, subject to ‎‎ Section 10.04, pay over to the successor trustee all monies at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer and the Guarantor shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of ‎‎ Section 6.06.

If a successor trustee is appointed with respect to the Securities of one or more (but not all) series, the Issuer, the Guarantor, the predecessor Trustee and each successor trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto which shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor Trustee with respect to the Securities of any series as to which the predecessor Trustee not retiring shall continue to be vested in the predecessor Trustee, and shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts under separate indentures.

No successor trustee with respect to any series of Securities shall accept appointment as provided in this ‎‎Section 6.11 unless at the time of such acceptance such successor trustee shall be qualified under Section 310(b) of the Trust Indenture Act of 1939 and eligible under the provisions of ‎‎ Section 6.09 .

system or systems through which beneficial interests in such Unregistered Securities are owned if such Unregistered Securities are held only in global form or by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York and at least once in an Authorized Newspaper in London (and, if required by ‎‎Section 3.06, at least once in an Authorized Newspaper in Luxembourg), and (b) if any Registered Securities of a series affected are then Outstanding, by mailing notice to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be combined with the notice called for by ‎‎Section 6.10. If the Issuer fails to give such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be given at the expense of the Issuer.

Section 6.12 Merger, Conversion, Consolidation or Succession of Business of Trustee. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided that such corporation shall be qualified under Section 310(b) of the Trust Indenture Act of 1939 and eligible under the provisions of ‎‎ Section 6.09 , without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.

In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture any of the Securities of any series shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor Trustee and deliver such Securities so authenticated; and, in case at that time any of the Securities of any series shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor Trustee; and in all such cases such certificate shall have the full force of the certificate of the Trustee stated anywhere else in the Securities of such series or in this Indenture; provided that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities of any series in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

upon exchange, registration of transfer, partial redemption or pursuant to ‎‎ Section 2.09. Securities of each such series authenticated by such Authenticating Agent shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee. Whenever reference is made in this Indenture to the authentication and delivery of Securities of any series by the Trustee or to the Trustee’s Certificate of Authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent for such series and a Certificate of Authentication executed on behalf of the Trustee by such Authenticating Agent. Such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States of America or of any State, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 (determined as provided in ‎‎ Section 6.09 with respect to the Trustee) and subject to supervision or examination by Federal or State authority.

Any corporation into which any Authenticating Agent may be merged or converted, or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent with respect to all series of Securities for which it served as Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or such Authenticating Agent. Any Authenticating Agent may at any time, and if it shall cease to be eligible shall, resign by giving written notice of resignation to the Trustee and to the Issuer and the Guarantor.

Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this ‎‎Section 6.13 with respect to one or more series of Securities, the Trustee shall upon receipt of an Issuer Order appoint a successor Authenticating Agent and the Issuer shall provide notice of such appointment to all Holders of Securities of such series in the manner and to the extent provided in ‎‎Section 11.04. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Each of the Issuer and the Guarantor, jointly and severally, agrees to pay to the Authenticating Agent for such series from time to time reasonable compensation. The Authenticating Agent for the Securities of any series shall have no responsibility or liability for any action taken by it as such at the direction of the Trustee.

Sections ‎‎6.02, ‎‎6.03, ‎‎6.04, ‎‎6.06, ‎‎ 6.09 and ‎7.03 shall be applicable to any Authenticating Agent.

Article 7
C oncerning the Securityholders

Section 7.01 Evidence of Action Taken by Securityholders. Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by a specified percentage in principal amount of the Securityholders of any or all series may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such specified percentage of Securityholders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee. Proof of execution of any instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Sections ‎ ‎‎ 6.01 and ‎‎ 6.02) conclusive in favor of the Trustee, the Issuer and the Guarantor, if made in the manner provided in this Article.

Section 7.02 Proof of Execution of Instruments and of Holding of Securities. Subject to Sections ‎‎ 6.01 and ‎‎ 6.02, the fact and date of the execution of any instrument by a Securityholder or his agent or proxy and the amount and numbers of Securities of any series held by the person so executing any instrument by a Securityholder or his agent or proxy and the amount and numbers of any Security or Securities for such series may also be proven in accordance with such reasonable rules and regulations as may be prescribed by the Trustee for such series or in any other manner which the Trustee for such series may deem sufficient.

Section 7.03 Holders to Be Treated as Owners. The Issuer, the Guarantor and the Trustee and any agent of the Issuer, the Guarantor or the Trustee shall deem and treat the Person in whose name any Security shall be registered upon the Security register for such series as the absolute owner of such Security (whether or not such Security shall be overdue and notwithstanding any notation of ownership or other writing thereon) for the purpose of receiving payment of or on account of the principal of and, subject to the provisions of this Indenture, interest on such Security and for all other purposes; and none of the Issuer, the Guarantor, the Trustee or any agent of the Issuer, the Guarantor or the Trustee shall be affected by any notice to the contrary. The Issuer, the Guarantor, the Trustee and any agent of the Issuer, the Guarantor or the Trustee may treat the Holder of any Unregistered Security and the Holder of any Coupon as the absolute owner of such Unregistered Security or Coupon (whether or not such Unregistered Security or Coupon shall be overdue), for the purpose of receiving payment thereof or on account thereof and for all other purposes and neither the Issuer, the Guarantor the Trustee, nor any agent of the Issuer, the Guarantor or the Trustee shall be affected by any notice to the contrary. All such payments so made to any such Person, or upon his order, shall be valid, and, to the extent of

the sum or sums so paid, effectual to satisfy and discharge the liability for monies payable upon any such Unregistered Security or Coupon.

Section 7.04 Securities Owned by Issuer or Guarantor Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate principal amount of Outstanding Securities of any or all series have concurred in any direction, consent or waiver under this Indenture, Securities that are owned by the Issuer or the Guarantor with respect to which such determination is being made or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer or the Guarantor with respect to which such determination is being made shall be disregarded and deemed not to be Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver, only Securities which the Trustee actually knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Issuer or the Guarantor or any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer or the Guarantor. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Issuer or the Guarantor shall furnish to the Trustee promptly an Officer’s Certificate listing and identifying all Securities, if any, known by the Issuer or the Guarantor to be owned or held by or for the account of any of the above described Persons; and, subject to Sections ‎‎‎ 6.01 and ‎‎ 6.02, the Trustee shall be entitled to accept such Officer’s Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities not listed therein are Outstanding for the purpose of any such determination.

Section 7.05 Right of Revocation of Action Taken. At any time prior to (but not after) the evidencing to the Trustee, as provided in ‎‎ Section 7.01, of the taking of any action by the Holders of the percentage in aggregate principal amount of the Outstanding Securities of any or all series, as the case may be, specified in this Indenture in connection with such action, any Holder of a Security the serial number of which is shown by the evidence to be included among the serial numbers of the Securities the Holders of which have consented to such action may, by filing written notice at the Corporate Trust Office and upon proof of holding as provided in this Article, revoke such action so far as concerns such Security. Except as aforesaid any such action taken by the Holder of any Security shall be conclusive and binding upon such Holder and upon all future Holders and owners of such Security and of any Securities issued in exchange or substitution therefor or on registration or transfer thereof, irrespective of whether or not any notation in regard thereto is made upon any such Security. Any action taken by the Holders of the percentage in aggregate principal amount

of the Securities of any or all series, as the case may be, specified in this Indenture in connection with such action shall be conclusively binding upon the Issuer, the Guarantor, the Trustee and the Holders of all the Securities affected by such action.

Article 8
S upplemental Indentures

Section 8.01 Supplemental Indentures Without Consent of Securityholders. The Issuer and the Guarantor, when authorized by resolutions of their respective Boards (which resolutions may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to an Issuer Order or an Officer’s Certificate of the Guarantor, as applicable), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more of the following purposes:

(a) to convey, transfer, assign, mortgage or pledge to the Trustee any property or assets as security for the Securities of one or more series or the Guarantee with respect to the Securities of one or more series;

(b) to evidence the succession of a Successor Person to the Issuer or the Guarantor, as applicable, or successive successions, and the assumption by the Successor Person of the covenants, agreements and obligations of the Issuer or the Guarantor, as applicable, pursuant to ‎‎Article 9;

(c) to add to the covenants of the Issuer or the Guarantor such further covenants, restrictions, conditions or provisions as the Issuer, the Guarantor and the Trustee shall consider to be for the protection of the Holders of Securities or Coupons, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default;

(d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make any change to this Indenture or the Securities or under any supplemental indenture as the Issuer and the Guarantor may deem necessary or desirable and which shall not materially and adversely affect the interests of the holders of the Securities;

(e) to add to, change or eliminate any of the provisions of this Indenture in respect of all or any Securities of any series (and if such addition, change or elimination is to apply with respect to less than all Securities of any series, stating that it is expressly being made to apply solely with respect to such Securities within such series), provided that any such addition, change or elimination (a) shall neither (i) apply to any Security issued prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of any Holder of such Security with respect to such provision or (b) shall become effective only when there is no such Security Outstanding;

(f) to conform the text of this Indenture or the Securities of any series to any provision of the section entitled “Description of Debt Securities” or any similarly captioned section in the prospectus, as supplemented by any applicable prospectus supplement, relating to the offering of such series of Securities;

(g) to establish the form or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections ‎2.01 and ‎‎2.03; and

(h) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of ‎‎Section 6.11.

The Trustee is hereby authorized to join with the Issuer and the Guarantor in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Any supplemental indenture authorized by the provisions of this Section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of ‎‎Section 8.02.

Section 8.02 Supplemental Indentures with Consent of Securityholders. With the consent (evidenced as provided in ‎‎ Article 7) of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding of all series affected by such supplemental indenture (voting as one class), the Issuer and the Guarantor, when authorized by resolutions of their respective Boards (which resolutions may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to an Issuer Order or an Officer’s Certificate of the Guarantor, as applicable), and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of execution thereof) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series or the Coupons appertaining to such Securities; provided that no such supplemental indenture shall (a) extend the final maturity of any Security, (b) reduce the principal amount thereof, (c) reduce the rate or extend the time of payment of interest thereon or other amounts due thereunder, (d) change the method in which amounts of payments of principal, interest or other amounts due thereon are determined, (e) reduce any amount payable on redemption thereof, (f) make the principal thereof (including any amount in respect of original issue discount), or interest thereon payable in any coin or currency other than that provided in the Securities and Coupons or in accordance with the terms thereof, (g) modify or amend any provisions for converting any currency into any other currency as provided in the Securities or Coupons or in accordance with the terms thereof, (h) reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant to ‎‎ Section 5.01 or the amount thereof provable in bankruptcy pursuant to ‎‎ Section 5.02 , (i) alter the provisions of Section ‎‎ 11.11 or ‎‎ 11.12, impair or affect the right of any Securityholder to institute suit for the payment thereof or, if the Securities provide therefor, impair or affect any right of repayment at the option of the Securityholder, (j) make any change in the Guarantee that would adversely affect the Holders of the Securities of such series or release the Guarantor from the Guarantee other than pursuant to the terms of this Indenture or (k) reduce the aforesaid percentage of Securities of any series, the consent of the Holders of which is required for any such supplemental indenture, in each case without the consent of the Holder of each Security so affected.

A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the holders of any other series.

Upon the request of the Issuer and the Guarantor, accompanied by a copy of the resolutions of their respective Boards (which resolutions may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to an Issuer Order or an Officer’s Certificate of the Guarantor, as applicable) certified by the secretary or an assistant secretary or any Attorney-in-Fact of the Issuer or the Guarantor, as applicable, authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid and other documents, if any, required by ‎‎Section 7.01, the Trustee shall join with the Issuer and the Guarantor in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture.

It shall not be necessary for the consent of the Securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Promptly after the execution by the Issuer, the Guarantor and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall give notice thereof (i) if any Unregistered Securities of a series affected are then Outstanding, to the Holders thereof, (A) by mail to such Holders who have filed their names and addresses with the Trustee within the two years preceding the notice at such addresses as were so furnished to the Trustee and (B) either through the customary notice provisions of the clearing system or systems through which beneficial interests in such Unregistered Securities are owned if such Unregistered Securities are held only in global form or by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by ‎‎Section 3.06, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Registered Securities of a series affected are then Outstanding, by mailing notice thereof by first class mail to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books, and in each case such notice shall set forth in general terms the substance of such supplemental indenture. Any failure of the Trustee to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

Section 8.04 Documents to Be Given to Trustee. The Trustee, subject to the provisions of Sections ‎ 6.01 and ‎‎ 6.02, may receive an Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this ‎‎ Article 8 complies with the applicable provisions of this Indenture.

Section 8.05 Notation on Securities in Respect of Supplemental Indentures. Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this Article may bear a notation for such series as to any matter provided for by such supplemental indenture or as to any action taken by Securityholders. If the Issuer shall so determine, new Securities of any series so modified as to conform, in the opinion of the Board of the Issuer, to any modification of this Indenture contained in any such supplemental indenture may be prepared by the Issuer, authenticated by the Trustee and delivered in exchange for the Securities of such series then Outstanding.

Section 8.06 Notification of Holders of Any Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to the provisions hereof, the Issuer shall provide notice to the Holders of Securities of each series affected thereby of such supplemental indenture within 60 business days, provided that if such supplemental indenture has been filed with the Commission, notice shall be deemed to have been given.

Article 9
C onsolidation, Merger, Sale, Conveyance or Transfer

their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or observed by the Issuer, by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by such Person, and (ii) no Event of Default and no event which, with notice or lapse of time or both, would become an Event of Default shall have occurred and be continuing, immediately after such merger or consolidation, or such sale, conveyance or transfer.

Section 9.02 Guarantor May Consolidate, Etc., on Certain Terms. The Guarantor covenants that it will not merge or consolidate with any other Person or sell, convey or transfer all or substantially all of its assets to any other Person (other than the Issuer), unless (i) either the Guarantor shall be the continuing corporation in the case of a merger or consolidation, or the successor corporation in the case of a merger or consolidation (if other than the Guarantor) or the Person to whom such assets are sold, conveyed or transferred in the case of a sale, conveyance or transfer shall be a corporation organized under the laws of the United States of America or any State thereof or the District of Columbia and shall expressly assume the full and unconditional guarantee of the full and punctual payment of the principal of, interest on and other amounts due under all the Securities and Coupons, if any, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or observed by the Guarantor, by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by such corporation, and (ii) no Event of Default and no event which, with notice or lapse of time or both, would become an Event of Default shall have occurred and be continuing, immediately after such merger or consolidation, or such sale, conveyance or transfer. For purposes of this paragraph, any transfer of material assets of the Guarantor to any other Person that occurs as a result of, or because it is related directly or indirectly to, any proceedings relative to the Guarantor under Title 11 of the United States Code or under a receivership under Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or under any other applicable federal or state bankruptcy, insolvency, resolution or other similar law shall be deemed to be a sale, conveyance or transfer of all or substantially all of the Guarantor’s assets.

Section 9.03 Successor Person to Be Substituted . In case of any such consolidation, merger, sale, conveyance or transfer, and upon any such assumption by the successor Person or the Person to whom such sale, conveyance or transfer is made (each such successor Person or such Person to whom such sale, conveyance or transfer is made referred to herein as a “ Successor Person ”), such Successor Person shall succeed to and be substituted for the Issuer or the Guarantor, as applicable, with the same effect as if it had been named herein as the Issuer or the Guarantor, as applicable.

Such Successor Person of the Issuer may cause to be signed, and may issue either in its own name or in the name of JPMorgan Chase Financial Company LLC any or all of the Securities issuable hereunder, together with any Coupons appertaining thereto, which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such Successor Person of the Issuer instead of the Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities, together with any Coupons appertaining thereto, which previously shall have been signed and delivered by the officers of the Issuer to the Trustee for authentication, and any Securities, together with any Coupons appertaining thereto, which such Successor Person of the Issuer thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued, together with any Coupons appertaining thereto shall in all respects have the same legal rank and benefit under this Indenture as the Securities and Coupons theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities and Coupons had been issued at the date of the execution hereof.

In case of any such consolidation, merger, sale, conveyance or transfer, such changes in phraseology and form (but not in substance) may be made in the Securities and Coupons thereafter to be issued as may be appropriate.

In the event of any such sale, conveyance or transfer, the Issuer, the Guarantor or any Successor Person which shall theretofore have become such in the manner described in this Article shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

Section 9.04 Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections ‎ 6.01 and ‎‎ 6.02, may receive an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, conveyance or transfer, and any such assumption, and any such liquidation or dissolution complies with the applicable provisions of ‎‎ Article 9.

Article 10
S atisfaction and Discharge of Indenture; Unclaimed Monies

Section 10.01 Satisfaction and Discharge of Indenture. (a) If at any time (i) the Issuer or the Guarantor shall have paid or caused to be paid the principal of, interest on and any other amounts due under all the Securities of any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in ‎‎ Section 2.09 and other than Securities for whose payment money has theretofore

been deposited in trust or segregated and held in trust by any paying agent and thereafter repaid to the Issuer or the Guarantor or discharged from such trust, as provided in ‎‎ Section 10.04), as and when the same shall have become due and payable, or (ii) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and all unmatured Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in ‎‎ Section 2.09) or (iii) in the case of any series of Securities where the exact amount (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause (B) below, (A) all the Securities of such series and all unmatured Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (B) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than monies repaid by the Trustee or any paying agent to the Issuer or the Guarantor in accordance with ‎‎ Section 10.04) or, in the case of any series of Securities the payments on which may only be made in Dollars, direct obligations of the United States of America, backed by its full faith and credit (“ U.S. Government Obligations ”), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay (1) the principal, interest and other amounts on all Securities of such series and Coupons appertaining thereto on each date that such principal or interest is due and payable and (2) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer or the Guarantor, then this Indenture shall cease to be of further effect (except as to (i) rights of registration of transfer and exchange of Securities of such series and of Coupons appertaining thereto and the Issuer’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, (v) the rights of the Holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them, and (vi) the obligations of the Issuer under ‎‎ Section 3.02) and the Trustee, on demand of the Issuer or the Guarantor, as the case may be, accompanied by an Officer’s

Certificate of the Issuer or the Guarantor, as the case may be, and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the satisfaction and discharge of this Indenture contemplated by this provision have been complied with, and at the cost and expense of the Issuer or the Guarantor, as the case may be, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture; provided that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then applicable mandatory rules or policies of any securities exchange upon which the Securities and Coupons are listed. Each of the Issuer and the Guarantor, jointly and severally, agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series and Coupons appertaining thereto.

(b) The following provisions shall apply to the Securities of each series unless specifically otherwise provided in a Board Resolution of the Issuer, Officer’s Certificate of the Issuer or indenture supplemental hereto provided pursuant to ‎‎Section 2.03. In addition to discharge of the Indenture pursuant to the next preceding paragraph, in the case of any series of Securities the exact amounts (including the currency of payment) of principal of and interest due on which can be determined at the time of making the deposit referred to in clause ‎(i) below, the Issuer and the Guarantor shall be deemed to have paid and discharged the entire indebtedness on all the Securities of such a series and the Coupons appertaining thereto on the 91st day after the date of the deposit referred to in clause ‎(i) below, and the provisions of this Indenture with respect to the Securities of such series and Coupons appertaining thereto shall no longer be in effect (except as to (1) rights of registration of transfer and exchange of Securities of such series and of Coupons appertaining thereto and the Issuer’s right of optional redemption, if any, (2) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (3) rights of holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration), and remaining rights of the Holders to receive mandatory sinking fund payments, if any, (4) the rights, obligations, duties and immunities of the Trustee hereunder, (5) the rights of the holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them and (6) the obligations of the Issuer under ‎‎Section 3.02) and the Trustee, at the expense of the Issuer or the Guarantor, as the case may be, shall at the Issuer’s or the Guarantor’s request, as the case may be, execute proper instruments acknowledging the same, if

(i) with reference to this provision, the Issuer or the Guarantor has irrevocably deposited or caused to be irrevocably deposited with the

Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the holders of the Securities of such series and Coupons appertaining thereto (A) cash in an amount, or (B) in the case of any series of Securities the payments on which may only be made in Dollars, U.S. Government Obligations, maturing as to principal and interest at such times and in such amounts as will insure the availability of cash or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay (1) the principal, interest and other amounts due on all Securities of such series and Coupons appertaining thereto on each date that such principal, interest or other amounts is due and payable and (2) any mandatory sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series;

(ii) such deposit will not result in a breach or violation of, or constitute a default under, any agreement or instrument to which the Issuer or the Guarantor is a party or by which it is bound;

(iii) the Issuer or the Guarantor has delivered to the Trustee an Opinion of Counsel based on the fact that (x) the Issuer or the Guarantor, as the case may be, has received from, or there has been published by, the Internal Revenue Service a ruling or (y) since the date hereof, there has been a change in the applicable United States federal income tax law, in either case to the effect that, and such opinion shall confirm that, the beneficial owners of the Securities of such series and Coupons appertaining thereto will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to United States federal income tax on the same amounts and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred; and

(iv) the Issuer or the Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this provision have been complied with.

(c) The Issuer and the Guarantor shall be released from their obligations under ‎‎Section 9.01 and ‎Section 9.02, respectively, and any other Sections applicable to such Securities that are determined pursuant to ‎Section 2.03 to be subject to this provision; with respect to the Securities of any series, and any Coupons appertaining thereto, Outstanding on and after the date the conditions set forth below are satisfied (hereinafter, “ covenant defeasance ”). For this purpose,

such covenant defeasance means that, with respect to the Outstanding Securities of any Series, the Issuer and the Guarantor may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in such Section, whether directly or indirectly by reason of any reference elsewhere herein to such Section or by reason of any reference in such Section to any other provision herein or in any other document and such omission to comply shall not constitute an Event of Default under ‎‎Section 5.01, but the remainder of this Indenture and such Securities and Coupons shall be unaffected thereby. The following shall be the conditions to application of this subsection ‎‎(c) of this ‎‎Section 10.01:

(i) The Issuer or the Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the holders of the Securities of such series and Coupons appertaining thereto, (A) cash in an amount, or (B) in the case of any series of Securities the payments on which may only be made in Dollars, U.S. Government Obligations maturing as to principal and interest at such times and in such amounts as will insure the availability of cash or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay (1) the principal, interest and other amounts due on all Securities of such series and Coupons appertaining thereto and (2) any mandatory sinking fund payments on the day on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series.

(ii) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to the Securities shall have occurred and be continuing on the date of such deposit or, insofar as subsections ‎5.01(d) and ‎5.01(e) are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).

(iii) Such covenant defeasance shall not cause the Trustee to have a conflicting interest for purposes of the Trust Indenture Act of 1939 with respect to any securities of the Issuer or the Guarantor.

(iv) Such covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Issuer or the Guarantor is a party or by which it is bound.

(v) Such covenant defeasance shall not cause any Securities then listed on any registered national securities exchange under the Securities Exchange Act of 1934, as amended, to be delisted.

(vi) The Issuer or the Guarantor, as the case may be, shall have delivered to the Trustee an Opinion of Counsel to the effect that the beneficial owners of the Securities of such series and Coupons appertaining thereto will not recognize income, gain or loss for United States federal income tax purposes as a result of such covenant defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.

(vii) The Issuer or the Guarantor, as the case may be, shall have delivered to the Trustee an Officer’s Certificate of the Issuer or the Guarantor, as the case may be, and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the covenant defeasance contemplated by this provision have been complied with.

Section 10.02 Application by Trustee of Funds Deposited for Payment of Securities. Subject to ‎‎ Section 10.04, all monies deposited with the Trustee pursuant to ‎‎ Section 10.01 shall be held in trust and applied by it to the payment, either directly or through any paying agent (including the Issuer or the Guarantor acting as its own paying agent), to the Holders of the particular Securities of such series and of Coupons appertaining thereto for the payment or redemption of which such monies have been deposited with the Trustee, of all sums due and to become due thereon for principal and interest; but such money need not be segregated from other funds except to the extent required by law.

Section 10.03 Repayment of Monies Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect to Securities of any series, all monies then held by any paying agent under the provisions of this Indenture with respect to such series of Securities shall, upon demand of the Issuer or the Guarantor, as the case may be, be repaid to it or paid to the Trustee and thereupon such paying agent shall be released from all further liability with respect to such monies.

Section 10.04 Return of Monies Held by Trustee and Paying Agent Unclaimed for Two Years. Any monies deposited with or paid to the Trustee or any paying agent for the payment of the principal of or interest on any Security of any series or Coupons attached thereto and not applied but remaining unclaimed for two years after the date upon which such principal or interest shall have become due and payable, shall, upon the written request of the Issuer or the Guarantor, as the case may be, and unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property law, be

repaid to the Issuer or the Guarantor, as the case may be, by the Trustee for such series or such paying agent, and the Holder of the Securities of such series and of any Coupons appertaining thereto shall, unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property laws, thereafter look only to the Issuer (except with respect to the Guarantee) or the Guarantor, as the case may be, for any payment which such Holder may be entitled to collect, and all liability of the Trustee or any paying agent with respect to such monies shall thereupon cease; provided, however , that the Trustee or such paying agent, before being required to make any such repayment, with respect to monies deposited with it for any payment (a) in respect of Registered Securities of any series, shall at the expense of the Issuer or the Guarantor, as the case may be, mail by first-class mail to Holders of such Securities at their addresses as they shall appear on the Security register, and (b) in respect of Unregistered Securities of any series, shall at the expense of the Issuer or the Guarantor, as the case may be, either give (A) by mail to Holders of such Securities who have filed their names and addresses with the Trustee within the two years preceding the notice at such addresses as were so furnished to the Trustee and (B) either through the customary notice provisions of the clearing system or systems through which beneficial interests in such Unregistered Securities are owned if such Unregistered Securities are held only in global form or cause to be published once, in an Authorized Newspaper in the Borough of Manhattan, The City of New York and once in an Authorized Newspaper in London (and if required by ‎‎ Section 3.06, once in an Authorized Newspaper in Luxembourg), notice, that such monies remain and that, after a date specified therein, which shall not be less than thirty days from the date of such mailing or publication, any unclaimed balance of such money then remaining will be repaid to the Issuer or the Guarantor, as the case may be.

Section 10.05 Indemnity for U.S. Government Obligations. The Issuer shall pay and indemnify, and if the Issuer has not paid and indemnified, the Guarantor shall pay and indemnify, the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to ‎‎ Section 10.01 or the principal or interest received in respect of such obligations. The Issuer’s and Guarantor’s obligations pursuant to this Section 10.05 shall survive the earlier termination of this Indenture or resignation or removal of the Trustee.

Article 11
M iscellaneous Provisions

thereby, shall be had against any incorporator, as such or against any past, present or future stockholder, officer or director, as such, of the Issuer, of the Guarantor or of any successor, either directly or through the Issuer, the Guarantor or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Securities and the Coupons appertaining thereto by the Holders thereof and as part of the consideration for the issue of the Securities and the Coupons appertaining thereto.

Section 11.02 Provisions of Indenture for the Sole Benefit of Parties and Holders of Securities and Coupons. Nothing in this Indenture or in the Securities or in the Coupons appertaining thereto, expressed or implied, shall give or be construed to give to any person, firm or corporation, other than the parties hereto and their successors and the holders of the Securities or Coupons, any legal or equitable right, remedy or claim under this Indenture or under any covenant or provision herein contained, all such covenants and provisions being for the sole benefit of the parties hereto and their successors and of the holders of the Securities.

Section 11.03 Successors and Assigns of Issuer and Guarantor Bound by Indenture. All the covenants, stipulations, promises and agreements in this Indenture made by or on behalf of the Issuer or the Guarantor shall bind its successors and assigns, whether so expressed or not.

Section 11.04 Notices and Demands on Issuer, Guarantor, Trustee and Holders of Securities and Coupons. Any notice or demand which by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the Holders of Securities or Coupons to or on the Issuer or the Guarantor must be in writing and may be given or served by fax, by email in a PDF format or by being deposited postage prepaid, first class mail (except as otherwise specifically provided herein) addressed (until another address of the Issuer is filed by the Issuer with the Trustee) to (a) in the case of the Issuer, JPMorgan Chase Financial Company LLC, 383 Madison Avenue, Floor 21, New York, New York 10179, Attention: Secretary and (ii) in the case of the Guarantor, JPMorgan Chase & Co., 270 Park Avenue, 40 ^th Floor, New York, New York 10017-2070, Attention: Finance Controllers — Interentity Analysis Group. Any notice, direction, request or demand by the Issuer, the Guarantor or any Securityholder to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or made at the Corporate Trust Office marked to the attention of the Corporate Trust Department.

prepaid, to each Holder entitled thereto, at his last address as it appears in the Security register. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

Where this Indenture provides for notice to Holders of Unregistered Securities, such notice shall be sufficiently given (unless otherwise herein expressly provided) if given by the following methods: (A) by mail to such Holders who have filed their names and addresses with the Trustee within the two years preceding the notice at such addresses as were so furnished to the Trustee and (B) either through the customary notice provisions of the clearing system or systems through which beneficial interests in such Unregistered Securities are owned if such Unregistered Securities are held only in global form or by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by ‎‎Section 3.06, at least once in an Authorized Newspaper in Luxembourg).

In case, by reason of the suspension of or irregularities in regular mail service, it shall be impracticable to mail notice to the Issuer, the Guarantor and holders of Securities when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice.

Section 11.05 Officer’s Certificates and Opinions of Counsel; Statements to Be Contained Therein. Upon any application or demand by the Issuer or the Guarantor to the Trustee to take any action under any of the provisions of this Indenture, the Issuer, the Guarantor, or both, as the case may be, shall furnish to the Trustee such Officer’s Certificate of the Issuer, the Guarantor, or both, as the case may be, stating that all conditions precedent provided for in this Indenture relating to the proposed action have been complied with and such Opinion of Counsel of the Issuer, the Guarantor, or both, as the case may be, stating that in the opinion of such counsel all such conditions precedent have been complied with, except that in the case of any such application or demand as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or demand, no additional certificate or opinion need be furnished.

Each certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture shall include (a) a statement that the person making such certificate or opinion has read such covenant or condition, (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based, (c) a statement that, in the opinion of such person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with and (d) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

Any certificate, statement or opinion of an officer of the Issuer or the Guarantor may be based, insofar as it relates to legal matters, upon a certificate or opinion of or representations by counsel, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any certificate, statement or opinion of counsel may be based, insofar as it relates to factual matters, information with respect to which is in the possession of the Issuer or the Guarantor, as applicable, upon the certificate, statement or opinion of or representations by an officer or officers of the Issuer or Guarantor, as applicable, unless such counsel knows that the certificate, statement or opinion or representations with respect to the matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous.

Any certificate, statement or opinion of an officer of the Issuer, an officer of the Guarantor or of counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion of or representations by an accountant or firm of accountants in the employ of the Issuer or the Guarantor, unless such officer or counsel, as the case may be, knows that the certificate or opinion or representations with respect to the accounting matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous.

Any certificate or opinion of any independent firm of public accountants filed with and directed to the Trustee shall contain a statement that such firm is independent.

Section 11.06 Payments Due on Saturdays, Sundays and Holidays. If the date of maturity of interest on or principal of the Securities of any series or any Coupons appertaining thereto or the date fixed for redemption or repayment of any such Security shall not be a Business Day, then payment of interest or principal need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the date of maturity or

the date fixed for redemption, and no interest shall accrue for the period after such date (unless otherwise specified).

Section 11.07 Conflict of Any Provision of Indenture with Trust Indenture Act of 1939. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with the duties imposed by, or with another provision (an “ incorporated provision ”) included in this Indenture by operation of, Sections 310 to 318, inclusive, of the Trust Indenture Act of 1939, such imposed duties or incorporated provision shall control.

Section 11.08 New York Law to Govern. This Indenture and each Security and Coupon and the Guarantee shall be deemed to be a contract under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of such State, except as may otherwise be required by mandatory provisions of law.

Section 11.09 Counterparts. This Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.

Section 11.10 Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 11.11 Securities in a Foreign Currency. Unless otherwise specified in an Officer’s Certificate of the Issuer delivered pursuant to ‎‎ Section 2.03 of this Indenture with respect to a particular series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all series or all series affected by a particular action at the time Outstanding and, at such time, there are Outstanding Securities of any series which are denominated in a coin or currency other than Dollars, then the principal amount of Securities of such series which shall be deemed to be Outstanding for the purpose of taking such action shall be that amount of Dollars that could be obtained for such amount on such reasonable basis of exchange and as of such date as the Issuer may specify in a written notice to the Trustee. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a series denominated in a currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture.

All decisions and determinations of the Issuer regarding the Market Exchange Rate or any alternative determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, be conclusive to the extent permitted by law for all purposes and irrevocably binding upon the Issuer and all Holders.

Section 11.12 Judgment Currency. Each of the Issuer and the Guarantor agrees, to the fullest extent that it may effectively do so under applicable law, that (a) if for the purpose of obtaining judgment in any court it is necessary to convert the sum due in respect of the principal of or interest on the Securities of any series (the “ Required Currency ”) into a currency in which a judgment will be rendered (the “ Judgment Currency ”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the day on which final unappealable judgment is entered, unless such day is not a New York Banking Day, then, to the extent permitted by applicable law, the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the New York Banking Day preceding the day on which final unappealable judgment is entered and (b) its obligations under this Indenture to make payments in the Required Currency (i) shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment (whether or not entered in accordance with subsection (a)), in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the actual receipt, by the payee, of the full amount of the Required Currency expressed to be payable in respect of such payments, (ii) shall be enforceable as an alternative or additional cause of action for the purpose of recovering in the Required Currency the amount, if any, by which such actual receipt shall fall short of the full amount of the Required Currency so expressed to be payable and (iii) shall not be affected by judgment being obtained for any other sum due under this Indenture. For purposes of the foregoing, “ New York Banking Day ” means any day except a Saturday, Sunday or a legal holiday in The City of New York or a day on which banking institutions in The City of New York are authorized or required by law or executive order to close.

Article 12
R edemption of Securities and Sinking Funds

Section 12.01 Applicability of Article. The provisions of this Article shall be applicable to the Securities of any series that are redeemable before their maturity or to any sinking fund for the retirement of Securities of a series except as otherwise specified as contemplated by ‎‎ Section 2.03 for Securities of such series.

the date fixed for redemption, or within such other redemption notice period as has been designated for any Securities of such series pursuant to ‎ Section 2.03 or ‎ 2.04 (the “ Redemption Notice Period ”). Notice of redemption to the Holders of Unregistered Securities to be redeemed as a whole or in part, who have filed their names and addresses with the Trustee or the Registrar, as applicable, within two years preceding such notice of redemption, shall be given by mailing notice of such redemption, by first class mail, postage prepaid, at least 30 and not more than 60 days prior to the date fixed for redemption or within any applicable Redemption Notice Period to such Holders at such addresses as were so furnished to the Trustee or the Registrar, as the case may be, (and, in the case of any such notice given by the Issuer, the Trustee or the Registrar, as the case may be, shall make such information available to the Issuer for such purpose). Notice of redemption to all other Holders of Unregistered Securities shall be published in an Authorized Newspaper in the Borough of Manhattan, The City of New York and in an Authorized Newspaper in London (and, if required by ‎‎ Section 3.06, in an Authorized Newspaper in Luxembourg), in each case, once in each of three successive calendar weeks, the first publication to be not less than 30 nor more than 60 days prior to the date fixed for redemption or within any applicable Redemption Notice Period; provided that notice to Holders of Unregistered Securities held only in global form may be made, at the option of the Issuer, through the customary notice provisions of the clearing system or systems through which beneficial interests in such Unregistered Securities are owned. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives the notice. Failure to give notice by mail, or any defect in the notice to the Holder of any Security of a series designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Security of such series.

The notice of redemption to each such Holder shall specify the principal amount of each Security of such series held by such Holder to be redeemed, the date fixed for redemption, the redemption price (or if not then ascertainable, the manner of calculation thereof), the place or places of payment, that payment will be made upon presentation and surrender of such Securities and, in the case of Securities with Coupons attached thereto, of all Coupons appertaining thereto maturing after the date fixed for redemption, that such redemption is pursuant to the mandatory or optional sinking fund, or both, if such be the case, that interest accrued to the date fixed for redemption will be paid as specified in such notice and that on and after said date interest thereon or on the portions thereof to be redeemed will cease to accrue. In case any Security of a series is to be redeemed in part only the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Security and, in the case of Securities with Coupons attached thereto, of all Coupons appertaining thereto maturing after the date fixed for redemption, in the case of definitive Securities, a new Security or

Securities or Coupons, as the case may be, of such series in principal amount equal to the unredeemed portion thereof will be issued.

The notice of redemption of Securities of any series to be redeemed at the option of the Issuer shall be given by the Issuer, or at the Issuer’s request and with at least 15 days’ notice to the Registrar, by the Registrar in the name and at the expense of the Issuer.

On or before the redemption date specified in the notice of redemption given as provided in this Section, the Issuer will deposit with the Trustee or with one or more paying agents (or, if the Issuer is acting as its own paying agent, set aside, segregate and hold in trust as provided in ‎‎Section 3.04) an amount of money or other property sufficient to redeem on the redemption date all the Securities of such series so called for redemption at the appropriate redemption price, together with accrued interest to the date fixed for redemption. If less than all the Outstanding Securities of a series are to be redeemed, the Issuer will deliver to the Trustee and the Registrar at least 60 days prior to the date fixed for redemption an Officer’s Certificate stating the aggregate principal amount of Securities to be redeemed.

If fewer than all the Securities of a series are to be redeemed, the Registrar shall select, in such manner as it shall deem appropriate and fair, and in accordance with the procedures of the Depositary, if any, Securities of such series to be redeemed in part. Securities may be redeemed in part in multiples equal to the minimum authorized denomination for Securities of such series or any multiple thereof. The Registrar shall promptly notify the Issuer in writing of the Securities of such series selected for redemption and, in the case of any Securities of such series selected for partial redemption, the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities of any series shall relate, in the case of any Security redeemed or to be redeemed only in part, to the portion of the principal amount of such Security which has been or is to be redeemed.

Section 12.03 Payment of Securities Called for Redemption. If notice of redemption has been given as above provided, the Securities or portions of Securities specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable redemption price, together with interest accrued to the date fixed for redemption, and on and after said date (unless the Issuer shall default in the payment of such Securities at the redemption price, together with interest accrued to said date) interest on the Securities or portions of Securities so called for redemption shall cease to accrue, and the unmatured Coupons, if any, appertaining thereto shall be void, and, except as provided in Sections ‎‎ 6.05 and ‎‎ 10.04, such Securities shall cease from and after the date fixed for redemption to be entitled to any benefit or security under this

Indenture, and the Holders thereof shall have no right in respect of such Securities except the right to receive the redemption price thereof and unpaid interest to the date fixed for redemption. On presentation and surrender of such Securities at a place of payment specified in said notice, together with all Coupons, if any, appertaining thereto maturing after the date fixed for redemption, said Securities with, in the case of any Unregistered Securities that have Coupons attached, all matured Coupons in default appertaining thereto or the specified portions thereof shall be paid and redeemed by the Issuer at the applicable redemption price, together with interest accrued thereon to the date fixed for redemption; provided that any payment of interest becoming due on or prior to the date fixed for redemption shall be payable in the case of Securities with Coupons attached thereto, to the Holders of the Coupons for such interest upon surrender thereof, and in the case of Registered Securities, to the Holders of such Securities registered as such on the relevant record date subject to the terms and provisions of ‎‎ Section 2.04 hereof.

If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate of interest or Yield to Maturity (in the case of an Original Issue Discount Security) borne by the Security.

If any Security with Coupons attached thereto is surrendered for redemption and is not accompanied by all appurtenant Coupons maturing after the date fixed for redemption, the surrender of such missing Coupon or Coupons may be waived by the Issuer and the Trustee, if there be furnished to each of them such security or indemnity as they may require to save each of them harmless.

In the case of definitive Securities, upon presentation of any Security or Coupons appertaining thereto redeemed in part only, the Issuer shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Issuer, a new Security or Securities of such series together with all Coupons, if any, appertaining thereto, of authorized denominations, in principal amount equal to the unredeemed portion of the Security or Coupons appertaining thereto so presented.

Section 12.04 Exclusion of Certain Securities from Eligibility for Selection for Redemption. Securities shall be excluded from eligibility for selection for redemption if they are identified by registration and certificate number in an Officer’s Certificate of the Issuer delivered to the Trustee at least 30 days prior to the last date on which notice of redemption may be given as being owned of record and/or beneficially by, and not pledged or hypothecated by, either (a) the Issuer or (b) an entity specifically identified in such written statement as directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer.

Section 12.05 Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment,” and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an “optional sinking fund payment”. The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date.”

In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the Issuer may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except upon redemption pursuant to the mandatory sinking fund) by the Issuer or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Issuer and delivered to the Trustee for cancellation pursuant to ‎‎Section 2.10, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the Issuer through any optional redemption provision contained in the terms of such series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities.

On or before the sixtieth day next preceding each sinking fund payment date or the 30th day next preceding the last day of any applicable Redemption Notice Period relating to a sinking fund payment date for any series, the Issuer will deliver to the Trustee an Officer’s Certificate (which need not contain the statements required by ‎‎ Section 11.05 ) (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of Securities of such series and the basis for such credit, (b) stating that none of the Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the Issuer intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the Issuer intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the Issuer to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to ‎‎Section 2.10 to the Trustee with such Officer’s Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officer’s Certificate shall be irrevocable and upon its delivery the Issuer shall become unconditionally obligated to make all the cash payments or payments therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Issuer, on or before any such sixtieth day or thirtieth day, if

applicable, to deliver such Officer’s Certificate and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Issuer (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the Issuer will make no optional sinking fund payment with respect to such series as provided in this Section.

If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or the equivalent thereof in any Foreign Currency) or a lesser sum in Dollars (or the equivalent thereof in any Foreign Currency) if the Issuer shall so request with respect to the Securities of any particular series, such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price together with accrued interest to the date fixed for redemption. If such amount shall be $50,000 (or the equivalent thereof in any Foreign Currency) or less and the Issuer makes no such request then it shall be carried over until a sum in excess of $50,000 (or the equivalent thereof in any Foreign Currency) is available. The Trustee shall select, in the manner provided in ‎‎Section 12.02, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the Issuer) inform the Issuer of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officer’s Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date or at least 30 days prior to the last day of any applicable Redemption Notice Period relating to a sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Issuer or (b) an entity specifically identified in such Officer’s Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer. The Trustee, in the name and at the expense of the Issuer (or the Issuer, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in ‎‎Section 12.02 (and with the effect provided in ‎‎Section 12.03) for the redemption of Securities of such series in part at the option of the Issuer. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund monies held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other monies, if necessary, sufficient for the purpose, to the

payment of the principal of, and interest on, the Securities of such series at maturity.

On or before each sinking fund payment date, the Issuer shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date.

The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund monies or provide notice of redemption of Securities for such series by operation of the sinking fund during the continuance of a default in payment of interest on such Securities or of any Event of Default except that, where the giving of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Issuer a sum sufficient for such redemption. Except as aforesaid, any monies in the sinking fund for such series at the time when any such default or Event of Default shall occur, and any monies thereafter paid into the sinking fund, shall, during the continuance of such default or Event of Default, be deemed to have been collected under ‎‎Article 5 and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in ‎‎Section 5.10 or the default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such monies shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

Article 13
R epurchase of Securities at the Option of the Holder

Section 13.01 Applicability of Article. The provisions of this Article shall be applicable to Securities of any series that are subject to repurchase at the option of the Holders thereof before their maturity except as otherwise specified as contemplated by ‎ Section 2.03 for Securities of such series.

Section 13.02 Minimum Repurchase Amount . The terms of the Securities may require a Holder to request a minimum amount or number of Securities to be repurchased on any date fixed for repurchase.

Section 13.03 Notice of Repurchase; Partial Repurchase . Notice and confirmation of a required repurchase by the Issuer of Securities of any series to be repurchased as a whole or in part at the option of the Holders shall be given by each Holder in the manner and at the time specified in the terms of such Securities.

The notice of repurchase from each such Holder shall specify the principal amount or number of each Security of such series held by such Holder to be repurchased and that arrangements will be made for the presentation and surrender of such Securities and, in the case of Securities with Coupons attached thereto, of all Coupons appertaining thereto maturing after the date fixed for repurchase and that on and after said date interest thereon or on the portions thereof to be repurchased will cease to accrue.

On or before the repurchase date specified in the terms of the Securities as provided for in this Section, the Issuer will deposit with the Trustee or with one or more paying agents (or, if the Issuer is acting as its own paying agent, set aside, segregate and hold in trust as provided in ‎Section 3.04) an amount of money or other property sufficient to repurchase on the repurchase date all the Securities of such series submitted for repurchase at the appropriate repurchase price, together with accrued interest, if any, to the date fixed for repurchase.

Section 13.04 Payment of Securities Subject to Repurchase . If notice of repurchase has been given as above provided, the Securities or portions of Securities specified in such notice shall become due and payable on the date and at the place set forth in the terms of such Securities at the applicable repurchase price, together with interest accrued, if any, to the date fixed for repurchase, and on and after said date (unless the Issuer shall default in the payment of such Securities at the repurchase price, together with interest accrued to said date, if any) interest on the Securities or portions of Securities so subject to repurchase shall cease to accrue, and the unmatured Coupons, if any, appertaining thereto shall be void, and, except as provided in Sections ‎ 6.05 and ‎ 10.04, such Securities shall cease from and after the date fixed for repurchase to be entitled to any benefit or security under this Indenture, and the Holders thereof shall have no right in respect of such Securities except the right to receive the repurchase price thereof and unpaid interest, if any, to the date fixed for repurchase. On presentation and surrender of such Securities at a place of payment specified in the terms of such Securities, together with all Coupons, if any, appertaining thereto maturing after the date fixed for repurchase, said Securities with, in the case of any Unregistered Securities that have Coupons attached, all matured Coupons in default appertaining thereto or the specified portions thereof shall be paid and repurchased by the Issuer at the applicable repurchase price, together with interest accrued thereon, if any, to the date fixed for repurchase; provided that any payment of interest becoming due on or prior to the date fixed for repurchase shall be payable in the case of Securities with Coupons attached thereto, to the Holders of the Coupons for such interest upon surrender thereof, and in the case of Registered Securities, to the Holders of such Securities registered as such on the relevant record date subject to the terms and provisions of ‎ Section 2.04 hereof.

If any Security called for repurchase shall not be so paid upon surrender thereof for repurchase, the principal shall, until paid or duly provided for, bear interest from the date fixed for repurchase at the rate of interest or Yield to Maturity (in the case of an Original Issue Discount Security) borne by the Security.

If any Security with Coupons attached thereto is surrendered for repurchase and is not accompanied by all appurtenant Coupons maturing after the date fixed for repurchase, the surrender of such missing Coupon or Coupons may be waived by the Issuer and the Trustee, if there be furnished to each of them such security or indemnity as they may require to save each of them harmless.

Section 13.05 Repurchase by Remarketing Entities . The Issuer may elect, in a manner reasonably satisfactory to the Trustee, with respect to any Securities subject to repurchase at the option of the Holders thereof before their maturity to designate one or more remarketing entities to purchase, at a price equal to the repurchase price, Securities of such series from the Holders thereof who give notice and surrender their Securities in accordance with this Article.

Article 14
G uarantee

Section 14.01 The Guarantee. The Guarantor hereby irrevocably, fully and unconditionally guarantees, on an unsecured basis, the full and punctual payment (whether at the stated maturity or upon redemption, repurchase at the option of the Holders or acceleration) of the principal of, interest on, and all other amounts payable under the Indenture and each Security and Coupon, if any. Upon failure by the Issuer to pay punctually any such amount, the Guarantor shall forthwith on demand pay the amount not so paid at the same place and in the same manner that applies to payments made by the Issuer under this Indenture. This Guarantee is a guarantee of payment and not of collection.

Section 14.02 Guarantee Unconditional. The obligations of the Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by:

(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer under this Indenture or any Security or Coupon, by operation of law or otherwise;

(b) any modification or amendment of or supplement to this Indenture or any Security or Coupon;

(c) any change in the corporate existence, structure or ownership of the Issuer, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Issuer or its assets or any resulting release or discharge of any obligation of the Issuer contained in this Indenture or any Security or Coupon;

(d) the existence of any claim, set-off or other rights that the Guarantor may have at any time against the Issuer, the Trustee or any other Person, whether in connection with this Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim;

(e) any invalidity or unenforceability relating to or against the Issuer for any reason of this Indenture or any Security or Coupon, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer of the principal of, interest on or other amounts on any Security or Coupon; or

(f) subject to clause (b) of the proviso below, any other act or omission to act or delay of any kind by the Issuer, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Guarantor’s obligations hereunder;

provided , however , that:

(a) under no circumstances will the Guarantor be liable at any time or place to any Holder under this Article,

(i) for any amount of any payment that the Issuer is excused from making under the terms of any Security or Coupon or this Indenture, for so long as the Issuer shall be excused under such terms; or

(ii) for any amount in excess of the amount actually due and owing by the Issuer to such Holder at such time and place, including but not limited to any set-off to which the Issuer would be entitled; and

(b) in addition but not in limitation of (a) above, any defense or counterclaim of the Issuer (other than any resulting solely from, or available to the Guarantor solely on account of, the insolvency of the Issuer or the status of the Issuer as the debtor or subject of a bankruptcy or insolvency proceeding) shall also be available to the Guarantor to the same extent that such defense or counterclaim is available to the Issuer

and may be asserted as a defense or counterclaim by the Guarantor, in each case whether or not asserted by the Issuer.

Section 14.03 Discharge; Reinstatement. The Guarantor’s obligations under this Article 14 will remain in full force and effect until the principal of, interest on and other amounts on the Securities and Coupons, if any, have been paid in full. If at any time any payment of the principal of, interest on, or other amounts on any Security or Coupon is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Issuer or otherwise, the Guarantor’s obligations hereunder with respect to such payment will be reinstated as though such payment had been due but not made at such time.

Section 14.04 Waiver by the Guarantor. The Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against the Issuer or any other Person. The Guarantor hereby agrees that, in the event of a default in payment of the principal of, interest on, and all other amounts payable under any Security or Coupon, whether at its stated maturity, by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security or Coupon, subject to the terms and conditions set forth in this Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Issuer.

Section 14.05 Subrogation. Upon making any payment with respect to any obligation of the Issuer under this Article, the Guarantor shall be subrogated to the rights of the payee against the Issuer with respect to such obligation, provided that the Guarantor may not enforce any right of subrogation with respect to such payment so long as any amount payable by the Issuer hereunder or under the Securities or Coupons, if any, remains unpaid.

Section 14.06 Stay of Acceleration. If acceleration of the time for payment of any amount payable by the Issuer under this Indenture or the Securities is stayed upon the insolvency, bankruptcy or reorganization of the Issuer, all such amounts otherwise subject to acceleration under the terms of this Indenture are nonetheless payable by the Guarantor hereunder forthwith on demand by the Trustee or the Holders.

Section 14.07 Savings Clause. Notwithstanding anything to the contrary in this Article, the Guarantor, and by its acceptance of Securities, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee not constitute a fraudulent conveyance under applicable fraudulent conveyance provisions of the United States Bankruptcy Code or any comparable provision of state law. To effectuate that intention, the Trustee, the Holders and the Guarantor

hereby irrevocably agree that the obligations of the Guarantor under the Guarantee are limited to the maximum amount that would not render the Guarantor’s obligations subject to avoidance under applicable fraudulent conveyance provisions of the United States Bankruptcy Code or any comparable provision of state law.

Section 14.08 Execution and Delivery of Guarantee. The execution by the Guarantor of this Indenture evidences the Guarantee, whether or not the person signing as an officer of the Guarantor still holds that office at the time of authentication of any Security. The delivery of any Security by the Trustee after authentication constitutes due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantor.

Section 14.09 Not Insured. This Guarantee is not insured by the Federal Deposit Insurance Corporation of the United States of America.

IN WITNESS WHEREOF the parties hereto have caused this Indenture to be duly executed and attested, all dated as of February 19, 2016.

	JPMORGAN CHASE FINANCIAL COMPANY LLC, as Issuer


	By:	/s/ Patrick Dempsey
	Name: Patrick Dempsey
	Title: Treasurer & Managing Director

Attest:


By:	/s/ Aisling DeSola
Name: Aisling DeSola
Title: Vice President and Secretary

	JPMORGAN CHASE & CO., as Guarantor


	By:	/s/ Peter W. Smith
	Name: Peter W. Smith
	Title: Managing Director & Attorney-in-Fact

Attest:


By:	/s/ Stephen B. Grant
Name: Stephen B. Grant
Title: Assistant Corporate Secretary

	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee


	By:	/s/ Linda Reale
	Name: Linda Reale
	Title: Vice President


	By:	/s/ Wanda Camacho
	Name: Wanda Camacho
	Title: Vice President

Attest:


By:	/s/ Annie Jaghatspanyan
Name: Annie Jaghatspanyan
Title: Vice President

Exhibit 4(a)(8)

JPMORGAN CHASE FINANCIAL COMPANY LLC,
as Issuer

JPMORGAN CHASE & CO.,
as Guarantor

AND

DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee

Warrant Indenture

dated as of [ ]

____________________________________________

CROSS REFERENCE SHEET ^*

Provisions of Trust Indenture Act of 1939 and Indenture dated as of [ ] among JPMORGAN CHASE FINANCIAL COMPANY LLC, as Issuer, JPMORGAN CHASE & CO., as Guarantor, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee:

Section of the Act	Section of Indenture
310(a)(1) and (2)	‎‎ 6.09
310(a)(3) and (4)	Inapplicable
310(b)	‎‎ 6.08 and ‎‎ 6.10(a), ‎‎ 6.10(b) and ‎‎ 6.10(c)
312(a)	‎‎ 4.01 and ‎‎ 4.02(a)
312(b)	‎‎ 4.02(b)
312(c)	‎‎ 4.02(c)
313(a)	‎4.04
313(b)(1)	Inapplicable
313(b)(2)	‎ Inapplicable
313(c)	‎‎ 4.04
313(d)	‎ 4.04
314(a)	3.05 and ‎‎ 4.03
314(b)	Inapplicable
314(c)(1) and (2)	‎‎ 11.05
314(c)(3)	Inapplicable
314(d)	Inapplicable
314(e)	‎‎ 11.05
314(f)	Inapplicable
315(a), (c) and (d)	‎ 6.01
315(b)	‎‎ 5.11
315(e)	‎‎ 5.12
316(a)(1)	‎‎ 5.09
316(a)(2)	Not required
316(a) (last sentence)	‎ 7.04
316(b)	‎‎ 5.07
317(a)	‎‎ 5.02
317(b)	‎‎ 3.04(a) and ‎‎ 3.04(b)
318(a)	‎‎ 11.07

^* This Cross Reference Sheet is not part of the Indenture.

TABLE OF CONTENTS

Page

Article 1
Definitions

Section 1.01 Certain Terms Defined	1

Article 2
Securities

Section 2.01 Forms Generally	7
Section 2.02 Form of Trustee’s Certificate of Authentication	8
Section 2.03 Quantity Unlimited; Issuable in Series	9
Section 2.04 Authentication and Delivery of Securities	11
Section 2.05 Execution of Securities	14
Section 2.06 Certificate of Authentication	15
Section 2.07 Denomination and Date of Securities	15
Section 2.08 Registration, Transfer and Exchange	15
Section 2.09 Mutilated, Defaced, Destroyed, Lost and Stolen Securities	19
Section 2.10 Cancellation of Securities; Destruction Thereof	20
Section 2.11 Temporary Securities	20
Section 2.12 Calculation Agent Determinations	21

Article 3
Covenants of the Issuer and the Guarantor

Section 3.01 Payment of Money	21
Section 3.02 Offices for Payments, Etc.	22
Section 3.03 Appointment to Fill a Vacancy in Office of Trustee	23
Section 3.04 Paying Agents	23
Section 3.05 Written Statement to Trustee	24
Section 3.06 Luxembourg Publications	24

Article 4
Securityholders Lists and Reports by the Issuer, the Guarantor and the Trustee

Section 4.01 Issuer and Guarantor to Furnish Trustee Information as to Names and Addresses of Securityholders	24
Section 4.02 Preservation and Disclosure of Securityholders Lists	25
Section 4.03 Reports by the Issuer and Guarantor	25
Section 4.04 Reports by the Trustee	25

Article 5
Remedies of the Trustee and Securityholders on Event of Default

Section 5.01 Event of Default Defined	26
Section 5.02 Collection of Amounts Due by Trustee; Trustee May Prove Contractual Obligation	27
Section 5.03 Application of Proceeds	30
Section 5.04 Suits for Enforcement	30
Section 5.05 Restoration of Rights on Abandonment of Proceedings	31
Section 5.06 Limitations on Suits by Securityholders	31
Section 5.07 Unconditional Right of Securityholders to Institute Certain Suits	32
Section 5.08 Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default	32
Section 5.09 Control by Securityholders	32
Section 5.10 Waiver of Past Defaults	33
Section 5.11 Trustee to Give Notice of Default, but May Withhold in Certain Circumstances	33
Section 5.12 Right of Court to Require Filing of Undertaking to Pay Costs	34

Article 6
Concerning the Trustee

Section 6.01 Duties and Responsibilities of the Trustee; During Default; Prior to Default	34
Section 6.02 Certain Rights of the Trustee	36
Section 6.03 Trustee Not Responsible for Recitals, Disposition of Securities or Application of Proceeds Thereof	38
Section 6.04 Trustee and Agents May Hold Securities, Collections, Etc.	38
Section 6.05 Monies Held by Trustee	38
Section 6.06 Compensation and Indemnification of Trustee and Its Prior Claim	38
Section 6.07 Right of Trustee to Rely on Officer’s Certificate, Etc.	39
Section 6.08 Conflicting Interests	39
Section 6.09 Persons Eligible for Appointment as Trustee	40
Section 6.10 Resignation And Removal; Appointment of Successor Trustee	41
Section 6.11 Acceptance of Appointment by Successor Trustee	42
Section 6.12 Merger, Conversion, Consolidation or Succession of Business of Trustee	43
Section 6.13 Appointment of Authenticating Agent	44

Article 7
Concerning the Securityholders

Section 7.01 Evidence of Action Taken by Securityholders	45

Section 7.02 Proof of Execution of Instruments and of Holding of Securities	45
Section 7.03 Holders to Be Treated as Owners	46
Section 7.04 Securities Owned by Issuer or Guarantor Deemed Not Outstanding	46
Section 7.05 Right of Revocation of Action Taken	47

Article 8
Supplemental Indentures

Section 8.01 Supplemental Indentures Without Consent of Securityholders	47
Section 8.02 Supplemental Indentures with Consent of Securityholders	49
Section 8.03 Effect of Supplemental Indenture	51
Section 8.04 Documents to Be Given to Trustee	51
Section 8.05 Notation on Securities in Respect of Supplemental Indentures	51
Section 8.06 Notification of Holders of Any Supplemental Indenture	51

Article 9
Consolidation, Merger, Sale, Conveyance or Transfer

Section 9.01 Issuer May Consolidate, Etc., on Certain Terms	52
Section 9.02 Guarantor May Consolidate, Etc., on Certain Terms	52
Section 9.03 Successor Person to Be Substituted	53
Section 9.04 Opinion of Counsel to Trustee	53

Article 10
Satisfaction and Discharge of Indenture; Unclaimed Monies

Section 10.01 Satisfaction and Discharge of Indenture	54
Section 10.02 Application by Trustee of Funds Deposited for Payment of Securities	55
Section 10.03 Repayment of Monies Held by Paying Agent	55
Section 10.04 Return of Monies Held by Trustee and Paying Agent Unclaimed for Two Years	55
Section 10.05 Indemnity for U.S. Government Obligations	56

Article 11
Miscellaneous Provisions

Section 11.01 Incorporators, Stockholders, Officers and Directors of Issuer and Guarantor Exempt from Individual Liability	56
Section 11.02 Provisions of Indenture for the Sole Benefit of Parties and Holders of Securities	57
Section 11.03 Successors and Assigns of Issuer and Guarantor Bound by Indenture	57
Section 11.04 Notices and Demands on Issuer, Guarantor, Trustee and Holders of Securities	57

iii

Section 11.05 Officer’s Certificates and Opinions of Counsel; Statements to Be Contained Therein	58
Section 11.06 Payments Due on Saturdays, Sundays and Holidays	59
Section 11.07 Conflict of Any Provision of Indenture with Trust Indenture Act of 1939	59
Section 11.08 New York Law to Govern	59
Section 11.09 Counterparts	60
Section 11.10 Effect of Headings	60
Section 11.11 Judgment Currency	60

Article 12
Redemption of Securities

Section 12.01 Applicability of Article	61
Section 12.02 Notice of Redemption; Partial Redemptions	61
Section 12.03 Payment of Securities Called for Redemption	62
Section 12.04 Exclusion of Certain Securities from Eligibility for Selection for Redemption	63

Article 13
Repurchase of Securities at the Option of the Holder

Section 13.01 Applicability of Article	63
Section 13.02 Minimum Repurchase Amount	63
Section 13.03 Notice of Repurchase; Partial Repurchase	63
Section 13.04 Payment of Securities Subject to Repurchase	64
Section 13.05 Repurchase by Remarketing Entities	64

Article 14
Guarantee

Section 14.01 The Guarantee	64
Section 14.02 Guarantee Unconditional	64
Section 14.03 Discharge; Reinstatement	66
Section 14.04 Waiver by the Guarantor	66
Section 14.05 Subrogation	66
Section 14.06 Savings Clause	66
Section 14.07 Execution and Delivery of Guarantee	67
Section 14.08 Not Insured	67

THIS WARRANT INDENTURE, dated as of [ ] among JPMORGAN CHASE FINANCIAL COMPANY LLC, a Delaware limited liability company (the “ Issuer ”), JPMORGAN CHASE & CO., a Delaware corporation (the “ Guarantor ”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation (the “ Trustee ”),

W I T N E S S E T H :

WHEREAS, the Issuer has duly authorized the issue from time to time of its Warrants, as hereinafter defined, to be issued in one or more series (herein sometimes called the “ Securities ”) up to such quantity or quantities as may from time to time be authorized in accordance with the terms of this Indenture and to provide, among other things, for the authentication, delivery and administration thereof, the Issuer has duly authorized the execution and delivery of this Indenture;

WHEREAS, the Guarantor has duly authorized the guarantee of the Securities and the execution and delivery of this Indenture as guarantor of the Securities; and

WHEREAS, all things necessary to make this Indenture a valid indenture and agreement according to its terms, have been done;

NOW, THEREFORE:

Article 1
Definitions

“ Authenticating Agent ” shall have the meaning set forth in ‎‎Section 6.13.

“ Dollar ” means the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.

“ Event of Default ” means any event or condition specified as such in ‎‎Section 5.01.

“ exercise ,” when used with respect to any Security, means the right of the Holder to exercise such Security, or the automatic or deemed exercise of such Security by the Holder, and to receive in exchange money (in Dollars or one or more other currencies, currency units or composite currencies as specified in accordance with Section 2.03) in accordance with such terms as may hereafter be specified for such Security as contemplated by Section 2.03, and these words are not intended to refer to any right of the Holder or the Issuer to exchange such Security for other Securities of the same series and like tenor pursuant to Section

2.08, 2.09, 2.11 or 8.05 or another similar provision of this Indenture, unless the context otherwise requires; and references herein to the terms of any Security that may be exercised mean such terms as may be specified for such Security as contemplated in Section 2.03.

“ expiration date, ” when used with respect to Securities of any series, means the date on which the right to exercise the Securities of such series shall expire.

“ Foreign Currency ” means a currency issued by the government of a country other than the United States (or any currency unit composed of any such currencies).

“ Guarantee ” means the guarantee of the Securities by the Guarantor pursuant to this Indenture.

“ Issuer ” means JPMorgan Chase Financial Company LLC, a Delaware limited liability company, and, subject to ‎‎Article 9, its successors and assigns.

“ Judgment Currency ” shall have the meaning set forth in ‎‎Section 11.11.

Attorney-in-Fact of the Issuer (with respect to the Issuer, the “Officers”) and (b) with respect to the Guarantor, a certificate delivered to the Trustee and signed by the chairman of the Board, a vice chairman, the president, the chief financial officer, a vice president (whether or not designated by a number or a word or words added before or after the title “vice president”), a managing director, the controller, an assistant controller, the secretary, an assistant secretary or any other officer of the Guarantor designated pursuant to authority of the Board or any Attorney-in-Fact of the Guarantor (with respect to the Guarantor, the “Officers”). Each such certificate shall comply with Section 314 of the Trust Indenture Act of 1939 and include the statements provided for in ‎‎ Section 11.05 .

(a) Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

(b) Securities, or portions thereof, for the payment or redemption of which monies or U.S. Government Obligations (as provided for in ‎‎Section 10.01) in the necessary amount shall have been deposited in trust with the Trustee or with any paying agent (other than the Issuer or the Guarantor) or shall have been set aside, segregated and held in trust by the Issuer or the Guarantor for the holders of such Securities (if the Issuer or the Guarantor, as applicable, shall act as its own paying agent), provided that if such Securities, or portions thereof, are to be redeemed prior to the expiration thereof, notice of such redemption shall have been given as herein provided, or provision satisfactory to the Trustee shall have been made for giving such notice; and

whose hands such Security is a legal, valid and binding obligation of the Issuer or the Guarantor, or both).

“ Periodic Offering ” means an offering of Securities of a series from time to time, the specific terms of which Securities, including, without limitation, the stated expiration or expirations thereof and the redemption provisions, if any, with respect thereto, are to be determined by the Issuer or its agents upon the issuance of such Securities.

“ Redemption Notice Period ” shall have the meaning set forth in ‎‎Section 12.02.

“ Registered Security ” means any Security registered on the Security register of the Issuer.

“ Registrar ” means any Person appointed by the Issuer and the Guarantor as registrar for the Securities.

“ Required Currency ” shall have the meaning set forth in ‎‎Section 11.11.

“ Successor Person ” shall have the meaning set forth in Section 9.03.

“ Trustee ” means the Person identified as “Trustee” in the first paragraph hereof and, subject to the provisions of ‎‎Article 6, shall also include any successor trustee.

“ Unregistered Security ” means any Security other than a Registered Security.

“ U.S. Government Obligations ” shall have the meaning set forth in Section ‎10.01.

“ Warrants ” means warrants, issued by the Issuer and authenticated and delivered under this Indenture, entitling the Holder thereof to receive from the Issuer, upon exercise, money (payable in Dollars or one or more currencies or currency units or composite currencies specified in accordance with Section 2.03), if any, whose cash value is determined by reference to or is linked to the performance, level or value of, one or more Reference Assets.

Article 2
Securities

Section 2.01 Forms Generally. The Securities of each series shall be substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions of the Issuer (as set

forth in a Board Resolution of the Issuer or, to the extent established pursuant to rather than set forth in a Board Resolution of the Issuer, an Officer’s Certificate of the Issuer detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Securities as evidenced by their execution of such Securities.

The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities.

Section 2.02 Form of Trustee’s Certificate of Authentication. The Trustee’s certificate of authentication on all Securities shall be in substantially the following form:

“This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.”

	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee


	By:
		Authorized Officer

“This is one of the Securities referred to in the within-mentioned Indenture.”


		as Authenticating Agent

	By:
		Authorized Officer

Section 2.03 Quantity Unlimited; Issuable in Series. The aggregate number of Securities which may be authenticated and delivered under this Indenture is unlimited.

The Securities are unsecured contractual obligations of the Issuer and may be issued in one or more series, and each such series shall rank equally and pari passu with all other unsecured contractual obligations and all other unsecured and unsubordinated debt of the Issuer. There shall be established in or pursuant to one or more Board Resolutions of the Issuer (and to the extent established pursuant to rather than set forth in a Board Resolution of the Issuer, in an Officer’s Certificate of the Issuer detailing such establishment) or established in one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series,

(1) the designation of the Securities of the series (which shall distinguish the Securities of the series from the Securities of all other series);

(2) any limit upon the aggregate number of Securities of the series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section ‎‎2.08, ‎‎2.09, ‎‎2.11,‎8.05 or ‎‎12.03);

(3) the amount of money receivable by or on behalf of the Holder upon exercise of the Securities of the series (or the method for determining the same);

(4) if the amounts payable under the Securities of the series may be determined by reference to one or more Reference Assets, any such Reference Assets and the manner in which such amounts shall be determined;

(5) if other than Dollars, the coin or currency in which the Securities of that series are denominated (including, but not limited to, any Foreign Currency);

(6) the minimum number, if any, of Securities that may be exercised by the Holder at any one time;

(7) any limit on the number of Securities that may be exercised by all Holders on any Business Day or by any particular Holder on any Business Day;

(8) the exercise price, if any, payable by the Holder upon exercise of Securities of the series;

(9) the terms and conditions upon which the Securities of the Series may be exercised, including the date or dates on which any right to exercise the Securities of the series shall commence and the expiration date of the series or, if the Securities of the series are not continuously exercisable throughout such period, the specific date or dates on which they will be exercisable;

(10) the events or circumstances, if any, that will cause the Securities of the series to be deemed automatically exercised;

(11) the place or places where the amounts payable under the Securities of the series shall be payable (if other than as provided in Section 3.02);

(12) the right, if any, of the Issuer to redeem Securities, in whole or in part, at its option and the period or periods within which, the price or prices at which and any terms and conditions, including Redemption Notice Period, upon which Securities of the series may be so redeemed;

(13) the obligation, if any, of the Issuer to redeem or purchase Securities of the series pursuant to any mandatory redemption or analogous provision or at the option of a Holder thereof and the price or prices at which and the period or periods within which and any terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;

(14) the denominations ( i.e. , the minimum number of Warrants) in which Securities of the series shall be issuable;

(15) any trustees, depositaries, authenticating or paying agents, transfer agents or Registrars or any other agents with respect to the Securities of such series;

(16) if other than the coin or currency in which the Securities of that series are denominated, the coin or currency in which payment of the amounts due on the Securities of such series shall be payable;

(17) if the amounts payable under the Securities of such series are to be payable, at the election of the Issuer or a holder thereof, in a coin or currency other than that in which the Securities are denominated, the period or periods within which, and the terms and conditions upon which, such election may be made;

(18) whether the Securities of the series will be issuable as Registered Securities (and if so, whether such Securities will be issuable

as Registered Global Securities) or Unregistered Securities, or any combination of the foregoing, any restrictions applicable to the offer, sale, transfer, exchange or delivery of Unregistered Securities or Registered Securities and, if other than as provided in ‎‎Section 2.08, the terms upon which Unregistered Securities of any series may be exchanged for Registered Securities of such series and vice versa;

(19) whether and under what circumstances the Issuer will pay additional amounts on the Securities of the series held by a Person who is not a U.S. Person in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Issuer will have the option to redeem such Securities in order to avoid the obligation to pay future additional amounts;

(20) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and terms of such certificates, documents or conditions;

(21) any addition to, elimination of or other change in the events of default or covenants with respect to the Securities of such series, including making events of default or covenants inapplicable or changing the remedies available to Holders of the Securities of such series upon an event of default or a failure by the Issuer or the Guarantor to perform a covenant; and

(22) any other terms of the series, including provisions for payment by wire transfers if any, or modifications of the definition of Business Day (which terms shall not be inconsistent with the provisions of this Indenture).

All Securities of any one series shall be substantially identical, except in the case of Registered Securities as to denomination and except as may otherwise be provided by or pursuant to the Board Resolution of the Issuer or Officer’s Certificate of the Issuer referred to above or as set forth in any such indenture supplemental hereto. All Securities of any one series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant to such Board Resolution, such Officer’s Certificate or in any such indenture supplemental hereto.

Section 2.04 Authentication and Delivery of Securities. The Issuer may deliver Securities of any series executed by the Issuer to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities

to or upon the order of the Issuer (contained in the Issuer Order referred to below in this Section) or pursuant to such procedures acceptable to the Trustee and to such recipients as may be specified from time to time by an Issuer Order. The expiration date, original issue date and any other terms of the Securities of such series (including Redemption Notice Periods) shall be determined by or pursuant to such Issuer Order and procedures. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in the case of subparagraphs ‎‎ (ii), ‎‎ (iii) and ‎‎ (iv) below only at or before the time of the first request of the Issuer to the Trustee to authenticate Securities of such series) and (subject to ‎‎ Section 6.01 ) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked:

(i) an Issuer Order requesting such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Issuer, provided that, with respect to Securities of a series subject to a Periodic Offering, (a) such Issuer Order may be delivered by the Issuer to the Trustee prior to the delivery to the Trustee of such Securities for authentication and delivery, (b) the Trustee shall authenticate and deliver Securities of such series for original issue from time to time, in an aggregate number of Warrants not exceeding the aggregate number of Warrants established for such series, pursuant to an Issuer Order or pursuant to procedures acceptable to the Trustee as may be specified from time to time by an Issuer Order, (c) the expiration date or dates, original issue date or dates and any other terms of Securities of such series (including Redemption Notice Periods) shall be determined by an Issuer Order or pursuant to such procedures and (d) if provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Issuer or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing;

(iii) an Officer’s Certificate of the Issuer setting forth the form or forms and terms of the Securities stating that the form or forms and terms of the Securities have been established pursuant to Section ‎2.01 and ‎Section 2.03 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and

(iv) at the option of the Issuer, either an Opinion of Counsel, or a letter addressed to the Trustee permitting it to rely on an Opinion of Counsel, substantially to the effect that:

(A) the forms of the Securities have been duly authorized and established in conformity with the provisions of this Indenture; and

(D) when the Securities have been executed by the Issuer and authenticated by the Trustee in accordance with the provisions of this Indenture and delivered to and duly paid for by the purchasers thereof, the Securities and the Guarantee will be valid and binding obligations of the Issuer and the Guarantor, respectively, enforceable in accordance with their respective terms, and will be entitled to the benefits of this Indenture.

If the Issuer shall establish pursuant to ‎‎Section 2.03 that the Securities of a series are to be issued in the form of one or more Registered Global Securities, then the Issuer shall execute and the Trustee shall, in accordance with this Section and the Issuer Order with respect to such series, authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate number of Warrants of all of the Securities of such series issued and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instructions and (iv) shall bear a legend substantially to the following effect:

Section 2.05 Execution of Securities. The Securities shall be signed on behalf of the Issuer by the president, the treasurer, a managing director, an executive director, a vice president or any Attorney-in-Fact of the Issuer. Such signatures may be the manual or facsimile signatures of the present or any future such officers. Typographical and other minor errors or defects in any such signature shall not affect the validity or enforceability of any Security that has been duly authenticated and delivered by the Trustee.

In case any officer of the Issuer who shall have signed any of the Securities shall cease to be such officer before the Security so signed shall be authenticated and delivered by the Trustee or disposed of by the Issuer, such Security nevertheless may be authenticated and delivered or disposed of as though the person who signed such Security had not ceased to be such officer of the Issuer; and any Security may be signed on behalf of the Issuer by such persons as, at the actual date of the execution of such Security shall be the proper officers of the Issuer, although at the date of the execution and delivery of this Indenture any such person was not such an officer.

Section 2.06 Certificate of Authentication. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, executed by the Trustee by the manual signature of one of its authorized officers, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. The execution of such certificate by the Trustee upon any Security executed by the Issuer shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture.

Section 2.07 Denomination and Date of Securities. The Securities of each series shall be issuable as Registered Securities or Unregistered Securities in such denominations as shall be specified as contemplated by ‎‎ Section 2.03. The Securities of each series shall be numbered, lettered, or otherwise distinguished in such manner or in accordance with such plan as the officers of the Issuer executing the same may determine as evidenced by the execution and authentication thereof.

authenticate and deliver in the name of the transferee or transferees a new Registered Security or Registered Securities of the same series, expiration date and original issue date in authorized denominations for a like aggregate number of Warrants.

Unregistered Securities (except for any temporary global Unregistered Securities) shall be transferable by delivery.

At the option of the Holder thereof, Registered Securities of any series (other than a Registered Global Security, except as set forth below) may be exchanged for a Registered Security or Registered Securities of such series in other authorized denominations, in an equal aggregate number of Warrants, upon surrender of such Registered Securities to be exchanged at the office or agency of the Issuer that shall be maintained for such purpose in accordance with ‎‎Section 3.02 and upon payment, if the Issuer shall so require, of the charges hereinafter provided. If the Securities of any series are issued in both registered and unregistered form, except as otherwise specified pursuant to ‎‎Section 2.03, at the option of the Holder thereof, Unregistered Securities of any series may be exchanged for Registered Securities of such series and expiration date of any authorized denominations and of a like aggregate number of Warrants, upon surrender of such Unregistered Securities to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance with ‎‎Section 3.02, and upon payment, if the Issuer shall so require, of the charges hereinafter provided. At the option of the Holder thereof, if Unregistered Securities of any series, expiration date and original issue date are issued in more than one authorized denomination, except as otherwise specified pursuant to ‎‎Section 2.03, such Unregistered Securities may be exchanged for Unregistered Securities of such series, expiration date and original issue date of other authorized denominations and of a like aggregate number of Warrants, upon surrender of such Unregistered Securities to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance with ‎‎Section 3.02 or as specified pursuant to ‎‎Section 2.03 and upon payment, if the Issuer shall so require, of the charges hereinafter provided. Unless otherwise specified pursuant to ‎‎Section 2.03, Registered Securities of any series may not be exchanged for Unregistered Securities of such series. Whenever any Securities are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.

If at any time the Depositary for any Registered Securities of a series represented by one or more Registered Global Securities notifies the Issuer that it is unwilling or unable to continue as Depositary for such Registered Securities or if at any time the Depositary for such Registered Securities shall no longer be eligible under ‎‎Section 2.04, the Issuer shall appoint a successor Depositary eligible under ‎‎Section 2.04 with respect to such Registered Securities. If a successor Depositary eligible under ‎‎Section 2.04 for such Registered Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer’s election pursuant to ‎‎Section 2.03 that such Registered Securities be represented by one or more Registered Global Securities shall no longer be effective and the Issuer will execute, and the Trustee, upon receipt of an Officer’s Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form, in any authorized denominations, in an aggregate number of Warrants equal to the number of Warrants evidenced by the Registered Global Security or Securities representing such Registered Securities in exchange for such Registered Global Security or Securities.

The Issuer may at any time and in its sole discretion determine that the Registered Securities of any series issued in the form of one or more Registered Global Securities shall no longer be represented by a Registered Global Security or Securities. In such event the Issuer will execute, and the Trustee, upon receipt of an Officer’s Certificate for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive registered form, in any authorized denominations, in an aggregate number of Warrants equal to the number of Warrants of the Registered Global Security or Securities representing such Registered Securities, in exchange for such Registered Global Security or Securities.

(i) to the Person specified by such Depositary a new Registered Security or Securities of the same series, of any authorized denominations as requested by such Person, in an aggregate number of Warrants equal to and in exchange for such Person’s beneficial interest in the Registered Global Security; and

(ii) to such Depositary a new Registered Global Security in a denomination equal to the difference, if any, between the number of Warrants of the surrendered Registered Global Security and the aggregate number of Warrants of Registered Securities authenticated and delivered pursuant to clause ‎2.08(i) above.

Upon the exchange of a Registered Global Security for Securities in definitive registered form, in authorized denominations, such Registered Global Security shall be cancelled by the Trustee or an agent of the Issuer or the Trustee. Securities in definitive registered form issued in exchange for a Registered Global Security pursuant to this ‎‎Section 2.08 shall be registered in such names and in such authorized denominations as the Depositary for such Registered Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or an agent of the Issuer or the Trustee. The Trustee or such agent shall deliver such Securities to or as directed by the Persons in whose names such Securities are so registered.

and entitled to the same benefits under this Indenture, as the Securities surrendered upon such transfer or exchange.

Notwithstanding anything herein or in the terms of any series of Securities to the contrary, neither the Issuer nor the Trustee (which shall rely on an Officer’s Certificate and an Opinion of Counsel) shall be required to exchange any Unregistered Security for a Registered Security if such exchange would result in adverse United States federal income tax consequences to the Issuer or the Guarantor under then applicable United States federal income tax laws.

In the event that upon any exercise of any Warrants, the number of Warrants exercised shall be less than the total number of Warrants evidenced by the relevant Security, there shall be issued to the Holder thereof or his assignee a new Security evidencing the number of Warrants of the same series and of like tenor not exercised, provided that a Holder shall not be permitted to exercise any Warrants if such exercise would result in a remaining number of Warrants evidenced by such Security that is less than the denominations of the Securities of the relevant series.

Section 2.09 Mutilated, Defaced, Destroyed, Lost and Stolen Securities. In case any temporary or definitive Security shall become mutilated, defaced or be destroyed, lost or stolen, the Issuer in its discretion may execute, and upon the written request of any officer of the Issuer, the Trustee shall authenticate and deliver, a new Security of the same series, expiration date and original issue date, bearing a number or other distinguishing symbol not contemporaneously outstanding, in exchange and substitution for the mutilated or defaced Security, or in lieu of and in substitution for the Security so destroyed, lost or stolen. In every case the applicant for a substitute Security shall furnish to the Issuer, to the Guarantor and to the Trustee and any agent of the Issuer, the Guarantor or the Trustee such security or indemnity as may be required by them to indemnify and defend and to save each of them harmless and, in every case of destruction, loss or theft, evidence to their satisfaction of the destruction, loss or theft of such Security and of the ownership thereof.

Upon the issuance of any substitute Security, the Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. In case any Security that has been exercised or is about to be exercised or has been called for redemption in full, as the case may be, shall become mutilated or defaced or be destroyed, lost or stolen, the Issuer may, instead of issuing a substitute Security, direct the Trustee to treat the same as if it had received the Security together with an irrevocable exercise notice in proper form in respect therefore (without surrender thereof except in the case of a mutilated or defaced Security), if the applicant for such payment shall furnish to the Issuer, to the Guarantor and to the Trustee and any agent of the

Issuer, the Guarantor or the Trustee such security or indemnity as any of them may require to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Issuer and the Trustee and any agent of the Issuer or the Trustee evidence to their satisfaction of the destruction, loss or theft of such Security and of the ownership thereof.

Every substitute Security of any series issued pursuant to the provisions of this Section by virtue of the fact that any such Security is destroyed, lost or stolen shall constitute an additional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone and shall be entitled to all the benefits of (but shall be subject to all the limitations of rights set forth in) this Indenture equally and proportionately with any and all other Securities of such series duly authenticated and delivered hereunder. All Securities shall be held and owned upon the express condition that, to the extent permitted by law, the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, defaced or destroyed, lost or stolen Securities and shall preclude any and all other rights or remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their surrender.

Section 2.10 Cancellation of Securities; Destruction Thereof. All Securities surrendered for payment, exercise, retirement, redemption or registration of transfer or exchange, if surrendered to the Issuer or any agent of the Issuer or the Trustee, shall be delivered to the Trustee for cancellation or, if surrendered to the Trustee, shall be cancelled by it; and no Securities shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Indenture. The Trustee shall destroy cancelled Securities held by it and deliver a certificate of destruction to the Issuer. If the Issuer shall acquire any of the Securities, such acquisition shall not operate as a redemption or satisfaction of the contractual obligation represented by such Securities unless and until the same are delivered to the Trustee for cancellation.

Section 2.11 Temporary Securities. Pending the preparation of definitive Securities for any series, the Issuer may execute and the Trustee shall authenticate and deliver temporary Securities for such series (printed, lithographed, typewritten or otherwise reproduced, in each case in form satisfactory to the Trustee). Temporary Securities of any series shall be issuable as Registered Securities, or as Unregistered Securities, of any authorized denomination, and substantially in the form of the definitive Securities of such series but with such omissions, insertions and variations as may be appropriate for temporary Registered Securities, all as may be determined by the Issuer with the concurrence of the Trustee. Temporary Securities may contain such references to any provisions of this Indenture as may be appropriate. Every temporary Security shall be executed by the Issuer and be authenticated by the Trustee upon the same

conditions and in substantially the same manner, and with like effect, as the definitive Securities. Without unreasonable delay the Issuer shall execute and shall furnish definitive Securities of such series and thereupon temporary Registered Securities of such series may be surrendered in exchange therefor without charge at each office or agency to be maintained by the Issuer for that purpose pursuant to ‎‎ Section 3.02 and in the case of Unregistered Securities, at any agency maintained by the Issuer for such purpose as specified pursuant to ‎‎ Section 2.03, and the Trustee shall authenticate and deliver in exchange for such temporary Securities of such series a like aggregate number of Warrants of definitive Securities of the same series having authorized denominations and, in the case of Unregistered Securities, the temporary Securities of any series shall be entitled to the same benefits under this Indenture as definitive Securities of such series unless otherwise established pursuant to ‎‎ Section 2.03. The provisions of this Section are subject to any restrictions or limitations on the issue and delivery of temporary Unregistered Securities of any series that may be established pursuant to ‎‎ Section 2.03 (including any provision that Unregistered Securities of such series initially be issued in the form of a single global Unregistered Security to be delivered to a depositary or agency located outside the United States and the procedures pursuant to which definitive or global Unregistered Securities of such series would be issued in exchange for such temporary global Unregistered Security).

Article 3
Covenants of the Issuer and the Guarantor

Section 3.01 Payment of Money. The Issuer covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay or cause to be paid, upon exercise by a Holder of Securities of the series, redemption or repurchase, in each case in accordance with the terms of such Securities, the money payable by the Issuer upon such exercise, redemption or repurchase with respect to each of the Securities of such series so exercised, redeemed or repurchased (together with any additional amounts payable pursuant to the terms of such Securities) at the place or places, at the respective times and in the manner provided in such Securities and in this Indenture.

Section 3.02 Offices for Payments, Etc. So long as any Registered Securities are authorized for issuance pursuant to this Indenture or are outstanding hereunder, the Issuer will maintain in the Borough of Manhattan, The City of New York, the following for each series: an office or agency (a) where the Registered Securities may be presented for exercise or payment and (b) where the Registered Securities may be presented for registration of transfer and for exchange as in this Indenture provided.

The Issuer will maintain one or more offices or agencies in a city or cities located outside the United States (including any city in which such an agency is required to be maintained under the rules of any stock exchange on which the Securities of such series are listed) where the Unregistered Securities, if any, of each series may be presented and surrendered for exercise or payment. No payment on any Unregistered Security will be made upon presentation of such Unregistered Security at an agency of the Issuer within the United States nor will any payment be made by transfer to an account in, or by mail to an address in, the United States unless pursuant to applicable United States laws and regulations then in effect, such payment can be made without adverse tax consequences to the Issuer or the Guarantor. Notwithstanding the foregoing, payments in Dollars on Unregistered Securities of any series which are payable in Dollars may be made at an agency of the Issuer maintained in the Borough of Manhattan, The City of New York if such payment in Dollars at each agency maintained by the Issuer outside the United States for payment on such Unregistered Securities is illegal or effectively precluded by exchange controls or other similar restrictions.

The Issuer or the Guarantor may from time to time designate one or more additional offices or agencies where the Securities of a series may be presented for exercise or payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to ‎‎Section 2.03 and where the Registered Securities of that series may be presented for registration of transfer as in this Indenture provided, and the Issuer or the Guarantor, as the case may be, may from time to time rescind any such designation, as the Issuer or the Guarantor, as the case may be, may deem desirable or expedient; provided, however , that no such designation or rescission shall in any manner relieve the

Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer, or the Guarantor, as the case may be, will give to the Trustee prompt written notice of any such designation or rescission thereof.

(a) that it will hold all sums received by it as such agent for the payment of the money due and payable on such series (whether such sums have been paid to it by the Issuer, the Guarantor or any other obligor on the Securities of such series) in trust for the benefit of the holders of the Securities of such series or of the Trustee, and

(b) that it will give the Trustee notice of any failure by the Issuer, the Guarantor or any other obligor on the Securities of such series to make any payment of the money due and payable on the Securities of such series when the same shall be due and payable.

The Issuer or the Guarantor will, on or prior to each payment date on the Securities of such series, deposit with the paying agent a sum or sums in the required currencies sufficient to pay the money becoming due, and (unless such paying agent is the Trustee) the Issuer or the Guarantor, as the case may be, will promptly notify the Trustee of any failure to take such action.

If the Issuer or the Guarantor shall act as its own paying agent with respect to the Securities of any series, it will, on or before each payment date on the Securities of such series, set aside, segregate and hold in trust for the benefit of the Holders of the Securities of such series a sum sufficient to pay the money becoming due. The Issuer or the Guarantor, as the case may be, will promptly notify the Trustee of any failure to take such action.

Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to the provisions of Sections ‎‎10.03 and ‎‎10.04.

Section 3.05 Written Statement to Trustee. Each of the Issuer and the Guarantor will deliver to the Trustee on or before May 1 in each year (beginning with May 1, [ ]) a written statement, signed by one of its Officers (which need not comply with ‎‎ Section 11.05 ) pursuant to Section 314 of the Trust Indenture Act of 1939 stating that in the course of the performance of his or her duties as an Officer of the Issuer or the Guarantor, as the case may be, he or she would normally have knowledge of any default by the Issuer or the Guarantor, as the case may be, in the performance of any covenants contained in this Indenture, stating whether or not he or she has knowledge of any such default and, if so specifying each such default of which the signer has knowledge and the nature thereof.

Section 3.06 Luxembourg Publications. In the event of the publication of any notice pursuant to Section ‎‎ 5.11 , ‎‎ 6.10(a) , ‎‎ 6.11, ‎‎ 8.02, ‎‎ 10.04 or ‎‎ 12.02, the party making such publication in the Borough of Manhattan, The City of New York and London shall also, to the extent that notice is required to be given to Holders of Securities of any series by applicable Luxembourg law or stock exchange regulation, as evidenced by an Officer’s Certificate of the Issuer or the Guarantor, as applicable, delivered to such party, make a similar publication in Luxembourg.

Article 4
Securityholders Lists and Reports by the Issuer, the Guarantor and the Trustee

(a) semiannually, no later than January 15 and July 15 in each year, and

(b) The rights of Holders to communicate with other Holders with respect to the Indenture or the Securities are as provided by the Trust Indenture Act of 1939.

Section 4.03 Reports by the Issuer and Guarantor. The Issuer and Guarantor shall provide the Trustee and file with the Commission, and transmit to Holders, such information, documents and other reports as may be required by the Trust Indenture Act of 1939; provided that any such information, documents or reports filed electronically with the Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 shall be deemed filed with, and delivered to, the Trustee and transmitted to the Holders at the same time as filed with the Commission. Delivery of such reports, information and documents to the Trustee and transmission thereof to the Holders is for informational purposes only and shall not constitute a representation or warranty as to the accuracy or completeness of the reports, information or documents. The Trustee’s receipt of such reports, information or documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s or the Guarantor’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to conclusively rely exclusively on an Officer’s Certificate).

Section 4.04 Reports by the Trustee. Any Trustee’s report required under Section 313(a) of the Trust Indenture Act of 1939 shall be transmitted on or before January 15 in each year beginning January 15, [ ], as provided in Section 313(c) of the Trust Indenture Act of 1939, so long as any Securities are Outstanding hereunder, and shall be dated as of a date convenient to the Trustee no more than 60 days prior thereto. The Issuer shall file a copy of each such report, at the time of such transmission, with each stock exchange upon which any Securities are listed and with the Commission in accordance with Section 313(d) of the Trust Indenture Act of 1939.

Article 5
Remedies of the Trustee and Securityholders on Event of Default

Section 5.01 Event of Default Defined. Except as may be otherwise provided pursuant to Section 2.03 for Securities of any series, “ Event of Default ” with respect to Securities of any series wherever used herein, means each one of the following events which shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body, except as provided in clause (e)):

(a) default in the payment of all or any part of the money due on such Security (but not such a default in respect of any other Security of such series or any other series) as and when the same shall become due and payable either upon exercise, upon any redemption or otherwise; or

(b) default in the performance, or breach, of any covenant or warranty of the Issuer in respect of the Securities of such series (other than a covenant or warranty in respect of the Securities of such series a default in whose performance or whose breach is elsewhere in this Section specifically dealt with), and continuance of such default or breach for a period of 90 days after there has been given, by registered or certified mail, to the Issuer and the Guarantor, by the Trustee or to the Issuer, the Guarantor and the Trustee by the holders of at least 25% in aggregate number of the Outstanding Warrants of all series affected thereby, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or

(c) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Issuer in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Issuer or for any substantial part of its property or ordering the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or

(d) the Issuer shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar

official) of the Issuer or for any substantial part of its property, or make any general assignment for the benefit of creditors; or

(e) the Guarantee ceases to be in full force and effect, other than in accordance with the terms of the Indenture, or the Guarantor denies or disaffirms its obligations under the Guarantee, provided that no Event of Default described in this clause ‎(e) of ‎Section 5.01 shall occur as a result of, or because it is related directly or indirectly to, the insolvency of the Guarantor or the commencement of any proceedings relative to the Guarantor under Title 11 of the United States Code, or the appointment of a receiver for the Guarantor under Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or the Federal Deposit Insurance Corporation having separately repudiated the Guarantee in any receivership of the Guarantor, or the commencement of any other applicable federal or state bankruptcy, insolvency, resolution or other similar law, or a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official having been appointed for or having taken possession of the Guarantor or its property, or the institution of any other comparable judicial or regulatory proceedings relative to the Guarantor, or to the creditors or property of the Guarantor; or

(f) any other Event of Default provided in the supplemental indenture under which such series of Securities is issued or in the form of Security for such series.

Notwithstanding any other provision of this Indenture or of any Security, a failure by the Issuer to perform any obligation or otherwise observe any covenant in any Security or in this Indenture insofar as it applies to any Security shall not constitute a default unless all conditions precedent to the obligations of the Issuer to be satisfied by the Holder of such Security shall have been satisfied.

Notwithstanding any provision of this Indenture or any Security, however, neither the Trustee nor any Holder of a Security shall be entitled, whether by reason of a default or otherwise, to demand or accelerate the payment of any money by the Issuer in respect of such Security at any time before such payment is otherwise due in accordance with the terms of such Security.

Section 5.02 Collection of Amounts Due by Trustee; Trustee May Prove Contractual Obligation. The Issuer covenants that in case default shall be made in the payment of all or any part of the money due on any Security when the same shall have become due and payable, whether upon exercise of such Security or upon any redemption or otherwise, then upon demand of the Trustee, the Issuer will pay to the Trustee for the benefit of the Holder of such Security the whole amount that then shall have become due and payable on such Security; and in

addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of its negligence or willful misconduct.

Until such demand is made by the Trustee, the Issuer may pay the money due with respect to the Securities of any series to the registered holders, whether or not the money due with respect to the Securities of such series be overdue.

In case there shall be pending proceedings relative to the Issuer under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property, or in case of any other comparable judicial proceedings relative to the Issuer, or to the creditors or property of the Issuer, the Trustee, irrespective of whether the payment on the Securities of any series shall then be due and payable as therein expressed or upon exercise or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings or otherwise:

(a) to file and prove a claim or claims for the whole amount owing and unpaid in respect of the Securities of any series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except as a result of negligence or

willful misconduct) and of the Securityholders allowed in any judicial proceedings relative to the Issuer, or to the creditors or property of the Issuer,

(b) unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Securities of any series in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings or Person performing similar functions in comparable proceedings, and

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.

All rights of action and of asserting claims under this Indenture, or under any of the Securities of any series, may be enforced by the Trustee without the possession of any of the Securities of such series or the production thereof on any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Securities in respect of which such action was taken.

Section 5.03 Application of Proceeds. Any monies collected by the Trustee pursuant to this Article in respect of any series shall be applied in the following order at the date or dates fixed by the Trustee and, in case of the distribution of such monies on account of amounts due on the Securities, upon presentation of the several Securities in respect of which monies have been collected and stamping (or otherwise noting) thereon the payment, or issuing Securities of such series in reduced number of Warrants in exchange for the presented Securities of like series if only partially paid, or upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due to the Trustee under ‎‎Section 6.06this Indenture;

SECOND: In case payments on the Securities of such series in respect of which monies have been collected shall have become and shall be then due and payable, to the payment of the whole amount then owing and unpaid upon all the Securities of such series; and in case such monies shall be insufficient to pay in full the whole amount so due and unpaid upon the Securities of such series, then to the payment of such amount so due, without preference or priority of any Security of such series over any other Security of such series, ratably to the aggregate of such amount due; and

THIRD: To the payment of the remainder, if any, to the Issuer, the Guarantor or any other Person lawfully entitled thereto.

appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted in this Indenture or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law.

Section 5.06 Limitations on Suits by Securityholders. No Holder of any Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise upon or under or with respect to this Indenture, or for the appointment of a trustee, receiver, liquidator, custodian or other similar official or for any other remedy hereunder, unless such Holder previously shall have given to the Trustee written notice of default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of not less than 25% in aggregate number of Warrants of each affected series then Outstanding (treated as a single class) shall have made written request upon the Trustee to institute such action or proceedings in its own name as trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action or proceeding and no direction inconsistent with such written request shall have been given to the Trustee pursuant to ‎‎ Section 5.09 ; it being understood and intended, and being expressly covenanted by the taker and Holder of every Security with every other taker and Holder and the Trustee, that no one or more Holders of Securities of any series shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other such Holder of Securities of that or any other series, or to obtain or seek to obtain priority over or preference to any other such Holder or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders of Securities of the applicable series.

For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Section 5.07 Unconditional Right of Securityholders to Institute Certain Suits. Notwithstanding any other provision in this Indenture and any provision of any Security, the right of any Holder of any Security to receive payment of the money due with respect to such Security on or after the respective payment dates upon exercise or redemption expressed in such Security, to exercise such Security in accordance with its terms, or to institute suit for the enforcement of any such payment on or after such respective dates and such right to exercise, shall not be impaired or affected without the consent of such Holder.

Section 5.09 Control by Securityholders. The Holders of a majority in aggregate number of Warrants of each series affected (with all such series voting as a single class) at the time Outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities of such series by this Indenture; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture and provided further that (subject to the provisions of ‎‎ Section 6.01 ) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all series so affected not joining in the giving of said direction, it being understood that (subject to ‎‎ Section

6.01 ) the Trustee shall have no duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders.

Section 5.10 Waiver of Past Defaults. The Holders of a majority in aggregate number of Warrants of all series at the time Outstanding with respect to which an Event of Default shall have occurred and be continuing (voting as a single class) may on behalf of the Holders of all such Securities waive any past default or Event of Default described in ‎‎ Section 5.01 and its consequences except a default in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each Security affected. In the case of any such waiver, the Issuer, the Guarantor, the Trustee and the Holders of all such Securities shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

Event of Default); provided that, except in the case of default in the payment of the money due with respect to any of the Securities of such series, the Trustee shall be protected in withholding such notice if and so long as the executive committee, or a trust committee of directors or trustees and/or Responsible Officers of the Trustee in good faith determines that the withholding of such notice is in the interests of the Securityholders of such series.

Section 5.12 Right of Court to Require Filing of Undertaking to Pay Costs. In lieu of the provisions set forth in Section 315(e) of the Trust Indenture Act of 1939, all parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Issuer, the Guarantor or the Trustee, to any suit instituted by any Securityholder or group of Securityholders in any series holding in the aggregate more than 10% in aggregate number of Warrants of such series or to any suit instituted by any Securityholder for the enforcement of the payment of the money due with respect to any Security on or after the payment dates upon exercise or redemption expressed in such Security or to exercise any Security in accordance with its terms.

Article 6
Concerning the Trustee

No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct except that

The provisions of this ‎‎ Section 6.01 are in furtherance of and subject to Section 315 of the Trust Indenture Act of 1939.

Section 6.02 Certain Rights of the Trustee. In furtherance of and subject to the Trust Indenture Act of 1939, and subject to ‎‎ Section 6.01 :

(a) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, Officer’s Certificate, Issuer Order or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, warrant, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require indemnity satisfactory to it against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer upon demand; and

(h) In no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon. The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investments prior to its stated expiration or failure to provide timely written direction (if any).

(i) The Trustee shall not be charged with knowledge of an Event of Default unless a Responsible Officer of the Trustee has actual knowledge or the Trustee has received written notice thereof.

(j) Anything in this Indenture to the contrary notwithstanding, in no event shall the Trustee be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

documents, or the unavailability of communications or computer facilities, the failure of equipment or interruption of communications or computer facilities, or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility, or any other causes beyond the Trustee’s control whether or not of the same class or kind as specified above.

Section 6.03 Trustee Not Responsible for Recitals, Disposition of Securities or Application of Proceeds Thereof. The recitals contained herein and in the Securities, except the Trustee’s certificate of authentication, shall be taken as the statements of the Issuer or the Guarantor, as applicable, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. The Trustee shall not be accountable for the use or application by the Issuer of any of the Securities or of the proceeds thereof.

Section 6.04 Trustee and Agents May Hold Securities, Collections, Etc. The Trustee or any agent of the Issuer, the Guarantor or the Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities with the same rights it would have if it were not the Trustee or such agent and, subject to Sections ‎‎ 6.08 and ‎‎ 6.13, if operative, may otherwise deal with the Issuer or the Guarantor and receive, collect, hold and retain collections from the Issuer or the Guarantor with the same rights it would have if it were not the Trustee or such agent.

Each of the Issuer and the Guarantor, jointly and severally, also covenants to indemnify the Trustee and each predecessor Trustee and each of their respective officers, directors, employees, representatives and agents for, and to hold it harmless against, any loss, liability, claim, obligation or expense incurred without negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and its duties hereunder, including the costs and expenses of defending itself against or investigating any claim of liability in the premises. The obligations of the Issuer and the Guarantor under this Section to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute additional contractual obligations hereunder. Such additional contractual obligation shall be a senior claim to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities, and the Securities are hereby subordinated to such senior claim. The Issuer’s and the Guarantor’s obligations pursuant to this ‎‎ Section 6.06 shall survive the earlier termination of this Indenture or resignation or removal of the Trustee.

Section 6.07 Right of Trustee to Rely on Officer’s Certificate, Etc. Subject to Sections ‎‎ 6.01 and ‎‎ 6.02, whenever in the administration of the trusts of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or willful misconduct on the part of the Trustee, be deemed to be conclusively proved and established by an Officer’s Certificate of the Issuer or the Guarantor, as applicable, delivered to the Trustee, and such certificate, in the absence of negligence or willful misconduct on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof.

respect to the Securities of any other series, and there shall also be so excluded any other indenture or indentures under which other securities, or certificates of interest or participation in other securities, of the Issuer are outstanding if (i) this Indenture, with respect to Securities of such series, and, if applicable, this Indenture with respect to such other series issued pursuant to this Indenture and such other indenture or indentures are wholly unsecured, and such other indenture or indentures are hereafter qualified under the Trust Indenture Act of 1939, unless the Commission shall have found and declared by order pursuant to Section 305(b) or Section 307(c) of such Trust Indenture Act of 1939 that differences exist between the provisions of this Indenture with respect to Securities of such series and one or more other series, or the provisions of this Indenture and the provisions of such other indenture or indentures which are so likely to involve a material conflict of interest as to make it necessary in the public interest or for the protection of investors to disqualify the Trustee from acting as such under this Indenture with respect to Securities of such series and such other series, or under this Indenture or such other indenture or indentures, or (ii) the Issuer shall have sustained the burden of proving, on application to the Commission and after opportunity for hearing thereon, that trusteeship under this Indenture with respect to Securities of such series and such other series, or under this Indenture and such other indenture or indentures is not so likely to involve material conflict of interest as to make it necessary in the public interest or for the protection of investors to disqualify the Trustee from acting as such under this Indenture with respect to Securities of such series and such other series, or under this Indenture and such other indentures.

The provisions of this ‎‎ Section 6.09 are in furtherance of and subject to Section 310(a) of the Trust Indenture Act of 1939.

Section 6.10 Resignation And Removal; Appointment of Successor Trustee. (a) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice of resignation to the Issuer and the Guarantor and (i) if any Unregistered Securities of a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof (A) to such Holders who have filed their names and addresses with the Trustee within the two years preceding the notice at such addresses as were so furnished to the Trustee and (B) either through the customary notice provisions of the clearing system or systems through which beneficial interests in such Unregistered Securities are owned if such Unregistered Securities are held only in global form or by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by ‎‎ Section 3.06, at least once in an Authorized Newspaper in Luxembourg), and (ii) if any Registered Securities of a series affected are then Outstanding, by notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Issuer and the Guarantor shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of their respective Boards, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after such notice of resignation, the resigning trustee, at the expense of the Issuer and Guarantor, may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of ‎‎ Section 5.12 , on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.

(b) In case at any time any of the following shall occur:

Upon acceptance of appointment by any successor trustee as provided in this Section, the Issuer shall mail notice thereof (a) if any Unregistered Securities of a series affected are then Outstanding, to the Holders thereof, (A) by mail to such Holders who have filed their names and addresses with the Trustee within the two years preceding the notice at such addresses as were so furnished to the Trustee and (B) either through the customary notice provisions of the clearing system or systems through which beneficial interests in such Unregistered Securities are owned if such Unregistered Securities are held only in global form or by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York and at least once in an Authorized Newspaper in London (and, if required by ‎‎Section 3.06, at least once in an Authorized Newspaper in Luxembourg), and (b) if any Registered Securities of a series affected are then Outstanding, by mailing notice to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be combined with the notice called for by ‎‎Section 6.10. If the Issuer fails to give such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be given at the expense of the Issuer.

the successor of the Trustee hereunder, provided that such corporation shall be qualified under Section 310(b) of the Trust Indenture Act of 1939 and eligible under the provisions of ‎‎ Section 6.09 , without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.

Section 6.13 Appointment of Authenticating Agent. As long as any Securities of a series remain Outstanding, the Trustee may, by an instrument in writing, appoint with the approval of the Issuer and the Guarantor an authenticating agent (the “ Authenticating Agent ”) which shall be authorized to act on behalf of the Trustee to authenticate Securities, including Securities issued upon exchange, registration of transfer, partial redemption or pursuant to ‎‎ Section 2.09. Securities of each such series authenticated by such Authenticating Agent shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee. Whenever reference is made in this Indenture to the authentication and delivery of Securities of any series by the Trustee or to the Trustee’s Certificate of Authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent for such series and a Certificate of Authentication executed on behalf of the Trustee by such Authenticating Agent. Such Authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States of America or of any State, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 (determined as provided in ‎‎ Section 6.09 with respect to the Trustee) and subject to supervision or examination by Federal or State authority.

respect to all series of Securities for which it served as Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or such Authenticating Agent. Any Authenticating Agent may at any time, and if it shall cease to be eligible shall, resign by giving written notice of resignation to the Trustee and to the Issuer and the Guarantor.

Sections ‎‎6.02, ‎‎6.03, ‎‎6.04, ‎‎6.06, ‎‎ 6.09 and ‎7.03 shall be applicable to any Authenticating Agent.

Article 7
Concerning the Securityholders

Section 7.01 Evidence of Action Taken by Securityholders. Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by a specified percentage in number of Warrants of the Securityholders of any or all series may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such specified percentage of Securityholders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee. Proof of execution of any instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Sections ‎ ‎‎ 6.01 and ‎‎ 6.02) conclusive in favor of the Trustee, the Issuer and the Guarantor, if made in the manner provided in this Article.

instrument by a Securityholder or his agent or proxy and the amount and numbers of any Security or Securities for such series may also be proven in accordance with such reasonable rules and regulations as may be prescribed by the Trustee for such series or in any other manner which the Trustee for such series may deem sufficient.

Section 7.03 Holders to Be Treated as Owners. The Issuer, the Guarantor and the Trustee and any agent of the Issuer, the Guarantor or the Trustee shall deem and treat the Person in whose name any Security shall be registered upon the Security register for such series as the absolute owner of such Security (whether or not such Security shall be overdue and notwithstanding any notation of ownership or other writing thereon) for the purpose of receiving payment of or on account of such Security and for all other purposes; and none of the Issuer, the Guarantor, the Trustee or any agent of the Issuer, the Guarantor or the Trustee shall be affected by any notice to the contrary. The Issuer, the Guarantor, the Trustee and any agent of the Issuer, the Guarantor or the Trustee may treat the Holder of any Unregistered Security as the absolute owner of such Unregistered Security (whether or not such Unregistered Security shall be overdue), for the purpose of receiving payment thereof or on account thereof and for all other purposes and neither the Issuer, the Guarantor the Trustee, nor any agent of the Issuer, the Guarantor or the Trustee shall be affected by any notice to the contrary. All such payments so made to any such Person, or upon his order, shall be valid, and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for monies payable upon any such Unregistered Security.

Section 7.04 Securities Owned by Issuer or Guarantor Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate number of Outstanding Securities of any or all series have concurred in any direction, consent or waiver under this Indenture, Securities that are owned by the Issuer or the Guarantor with respect to which such determination is being made or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer or the Guarantor with respect to which such determination is being made shall be disregarded and deemed not to be Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver, only Securities which the Trustee actually knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Issuer or the Guarantor or any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer or the Guarantor. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Issuer or the Guarantor shall furnish to the Trustee promptly an Officer’s

Certificate listing and identifying all Securities, if any, known by the Issuer or the Guarantor to be owned or held by or for the account of any of the above described Persons; and, subject to Sections ‎‎‎ 6.01 and ‎‎ 6.02, the Trustee shall be entitled to accept such Officer’s Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities not listed therein are Outstanding for the purpose of any such determination.

Section 7.05 Right of Revocation of Action Taken. At any time prior to (but not after) the evidencing to the Trustee, as provided in ‎‎ Section 7.01, of the taking of any action by the Holders of the percentage in aggregate number of the Outstanding Securities of any or all series, as the case may be, specified in this Indenture in connection with such action, any Holder of a Security the serial number of which is shown by the evidence to be included among the serial numbers of the Securities the Holders of which have consented to such action may, by filing written notice at the Corporate Trust Office and upon proof of holding as provided in this Article, revoke such action so far as concerns such Security. Except as aforesaid any such action taken by the Holder of any Security shall be conclusive and binding upon such Holder and upon all future Holders and owners of such Security and of any Securities issued in exchange or substitution therefor or on registration or transfer thereof, irrespective of whether or not any notation in regard thereto is made upon any such Security. Any action taken by the Holders of the percentage in aggregate number of Warrants of any or all series, as the case may be, specified in this Indenture in connection with such action shall be conclusively binding upon the Issuer, the Guarantor, the Trustee and the Holders of all the Securities affected by such action.

Article 8
Supplemental Indentures

(c) to add to the covenants of the Issuer or the Guarantor such further covenants, restrictions, conditions or provisions as the Issuer, the Guarantor and the Trustee shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate number of Warrants of such series to waive such an Event of Default;

(f) to conform the text of this Indenture or the Securities of any series to any provision of the section entitled “Description of Warrants” or any similarly captioned section in the prospectus, as supplemented by any applicable prospectus supplement, relating to the offering of such series of Securities;

(g) to establish the form or terms of Securities of any series as permitted by Sections ‎2.01 and ‎‎2.03; and

Section 8.02 Supplemental Indentures with Consent of Securityholders. With the consent (evidenced as provided in ‎‎ Article 7) of the Holders of not less than a majority in aggregate number of Warrants at the time Outstanding of all series affected by such supplemental indenture (voting as one class), the Issuer and the Guarantor, when authorized by resolutions of their respective Boards (which resolutions may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to an Issuer Order or an Officer’s Certificate of the Guarantor, as applicable), and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of execution thereof) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series; provided that no such supplemental indenture shall (a) extend the final expiration date of any Security, (b) change the exercise price of such Security or reduce or extend the time of payment of any money due thereunder, (c) change the method in which amounts of payments are determined, (d) reduce any amount payable on exercise or redemption thereof, (e) make the money due thereunder payable in any coin or currency other than that provided in the Securities or in accordance with the terms thereof, (f) modify or amend any provisions for converting any currency into any other currency as provided in the Securities or in accordance with the terms thereof, (g) alter the provisions of Section ‎‎‎ 11.11, impair or affect the right of any Securityholder to institute suit for the payment thereof, impair or affect the right of any Securityholder to exercise such Security on the terms provided therein or, if the Securities provide therefor, impair or affect any right of repurchase at the option of the Securityholder, (h)

make any change in the Guarantee that would adversely affect the Holders of the Securities of such series or release the Guarantor from the Guarantee other than pursuant to the terms of this Indenture or (i) reduce the aforesaid percentage of Securities of any series, the consent of the Holders of which is required for any such supplemental indenture, in each case without the consent of the Holder of each Security so affected.

Luxembourg), (ii) if any Registered Securities of a series affected are then Outstanding, by mailing notice thereof by first class mail to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books, and in each case such notice shall set forth in general terms the substance of such supplemental indenture. Any failure of the Trustee to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Section 8.03 Effect of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to the provisions hereof, this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the Trustee, the Issuer, the Guarantor and the Holders of Securities of each series affected thereby shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

Article 9
Consolidation, Merger, Sale, Conveyance or Transfer

Section 9.01 Issuer May Consolidate, Etc., on Certain Terms. The Issuer covenants that it will not merge or consolidate with any other Person or sell, convey or transfer all or substantially all of its assets to any other Person, unless (i) either the Issuer shall be the continuing company in the case of a merger or consolidation, or the successor Person in the case of a merger or consolidation (if other than the Issuer) (including an affiliate of the Guarantor) or the Person to whom such assets are sold, conveyed or transferred in the case of a sale, conveyance or transfer (including an affiliate of the Guarantor) shall be a corporation or limited liability company organized under the laws of the United States of America or any State thereof or the District of Columbia and shall expressly assume the due and punctual payment of the amounts due under all the Securities according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or observed by the Issuer, by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by such Person, and (ii) no Event of Default and no event which, with notice or lapse of time or both, would become an Event of Default shall have occurred and be continuing, immediately after such merger or consolidation, or such sale, conveyance or transfer.

Section 9.02 Guarantor May Consolidate, Etc., on Certain Terms. The Guarantor covenants that it will not merge or consolidate with any other Person or sell, convey or transfer all or substantially all of its assets to any other Person (other than the Issuer), unless (i) either the Guarantor shall be the continuing corporation in the case of a merger or consolidation, or the successor corporation in the case of a merger or consolidation (if other than the Guarantor) or the Person to whom such assets are sold, conveyed or transferred in the case of a sale, conveyance or transfer shall be a corporation organized under the laws of the United States of America or any State thereof or the District of Columbia and shall expressly assume the full and unconditional guarantee of the full and punctual payment of the amounts due under all the Securities according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or observed by the Guarantor, by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by such corporation, and (ii) no Event of Default and no event which, with notice or lapse of time or both, would become an Event of Default shall have occurred and be continuing, immediately after such merger or consolidation, or such sale, conveyance or transfer. For purposes of this paragraph, any transfer of material assets of the Guarantor to any other Person that occurs as a result of, or because it is related directly or indirectly to, any proceedings relative to the Guarantor under Title 11 of the United States Code or under a receivership under Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or under any other applicable federal or state

bankruptcy, insolvency, resolution or other similar law shall be deemed to be a sale, conveyance or transfer of all or substantially all of the Guarantor’s assets.

Section 9.03 Successor Person to Be Substituted . In case of any such consolidation, merger, sale, conveyance or transfer, and upon any such assumption by the successor Person or the Person to whom such sale, conveyance or transfer is made (each such successor Person or such Person to whom such, sale, conveyance or transfer is made referred to herein as a “ Successor Person ”), such Successor Person shall succeed to and be substituted for the Issuer or the Guarantor, as applicable, with the same effect as if it had been named herein as the Issuer or the Guarantor, as applicable.

Such Successor Person of the Issuer may cause to be signed, and may issue either in its own name or in the name of JPMorgan Chase Financial Company LLC any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such Successor Person of the Issuer instead of the Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of the Issuer to the Trustee for authentication, and any Securities which such Successor Person of the Issuer thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof.

In case of any such consolidation, merger, sale, conveyance or transfer, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

Article 10
Satisfaction and Discharge of Indenture; Unclaimed Monies

Section 10.01 Satisfaction and Discharge of Indenture. If at any time (a) the Issuer or the Guarantor shall have paid or caused to be paid the amounts due under all the Securities of any series Outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in ‎‎ Section 2.09 and other than Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by any paying agent and thereafter repaid to the Issuer or the Guarantor or discharged from such trust, as provided in ‎‎ Section 10.04), as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in ‎‎ Section 2.09) or (c) in the case of any series of Securities where the exact amount (including the currency of payment) due on which can be determined at the time of making the deposit referred to in clause (ii) below, (i) all the Securities of such series not theretofore delivered to the Trustee for cancellation shall have been exercised, or are by their terms to be automatically exercised within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Issuer or the Guarantor shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than monies repaid by the Trustee or any paying agent to the Issuer or the Guarantor in accordance with ‎‎ Section 10.04) or, in the case of any series of Securities the payments on which may only be made in Dollars, direct obligations of the United States of America, backed by its full faith and credit (“ U.S. Government Obligations ”), maturing as to principal and interest at such times and in such amounts as will insure the availability of cash, or a combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay the amounts on all Securities of such series on each date that such Security is exercised or redeemed; and if, in any such case, the Issuer or the Guarantor shall also pay or cause to be paid all other sums payable hereunder by the Issuer or the Guarantor, then this Indenture shall cease to be of further effect (except as to (i) rights of registration of transfer and exchange of Securities of such series and the Issuer’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of holders of Securities to receive payments of all amounts of money due, upon exercise thereof, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, (v) the rights of the Holders of Securities of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them, and (vi) the obligations of the Issuer under ‎‎ Section 3.02) and the Trustee, on demand of the Issuer or the Guarantor, as the case may be, accompanied by an Officer’s Certificate of the Issuer or the Guarantor, as the

case may be, and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the satisfaction and discharge of this Indenture contemplated by this provision have been complied with, and at the cost and expense of the Issuer or the Guarantor, as the case may be, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture; provided that the rights of Holders of the Securities to receive amounts of money due on the Securities held by them shall not be delayed longer than required by then applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. Each of the Issuer and the Guarantor, jointly and severally, agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

Section 10.02 Application by Trustee of Funds Deposited for Payment of Securities. Subject to ‎‎ Section 10.04, all monies deposited with the Trustee pursuant to ‎‎ Section 10.01 shall be held in trust and applied by it to the payment, either directly or through any paying agent (including the Issuer or the Guarantor acting as its own paying agent), to the Holders of the particular Securities of such series for the payment or redemption of which such monies have been deposited with the Trustee, of all sums due and to become due thereon with respect to such Securities; but such money need not be segregated from other funds except to the extent required by law.

Section 10.04 Return of Monies Held by Trustee and Paying Agent Unclaimed for Two Years. Any monies deposited with or paid to the Trustee or any paying agent for the payment of the amounts due on any Security of any series and not applied but remaining unclaimed for two years after the date upon which such amount shall have become due and payable, shall, upon the written request of the Issuer or the Guarantor, as the case may be, and unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property law, be repaid to the Issuer or the Guarantor, as the case may be, by the Trustee for such series or such paying agent, and the Holder of the Securities of such series shall, unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property laws, thereafter look only to the Issuer (except with respect to the Guarantee) or the Guarantor, as the case may be, for any payment which such Holder may be entitled to collect, and

all liability of the Trustee or any paying agent with respect to such monies shall thereupon cease; provided, however , that the Trustee or such paying agent, before being required to make any such repayment, with respect to monies deposited with it for any payment (a) in respect of Registered Securities of any series, shall at the expense of the Issuer or the Guarantor, as the case may be, mail by first-class mail to Holders of such Securities at their addresses as they shall appear on the Security register, and (b) in respect of Unregistered Securities of any series, shall at the expense of the Issuer or the Guarantor, as the case may be, either give (A) by mail to Holders of such Securities who have filed their names and addresses with the Trustee within the two years preceding the notice at such addresses as were so furnished to the Trustee and (B) either through the customary notice provisions of the clearing system or systems through which beneficial interests in such Unregistered Securities are owned if such Unregistered Securities are held only in global form or cause to be published once, in an Authorized Newspaper in the Borough of Manhattan, The City of New York and once in an Authorized Newspaper in London (and if required by ‎‎ Section 3.06, once in an Authorized Newspaper in Luxembourg), notice, that such monies remain and that, after a date specified therein, which shall not be less than thirty days from the date of such mailing or publication, any unclaimed balance of such money then remaining will be repaid to the Issuer or the Guarantor, as the case may be.

Article 11
Miscellaneous Provisions

Section 11.01 Incorporators, Stockholders, Officers and Directors of Issuer and Guarantor Exempt from Individual Liability. No recourse under or upon any obligation, covenant or agreement contained in this Indenture, including the Guarantee, or in any Security, or because of any contractual obligation evidenced thereby, shall be had against any incorporator, as such or against any past, present or future stockholder, officer or director, as such, of the Issuer, of the Guarantor or of any successor, either directly or through the Issuer, the Guarantor or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the

acceptance of the Securities by the Holders thereof and as part of the consideration for the issue of the Securities.

Section 11.02 Provisions of Indenture for the Sole Benefit of Parties and Holders of Securities. Nothing in this Indenture or in the Securities, expressed or implied, shall give or be construed to give to any person, firm or corporation, other than the parties hereto and their successors and the holders of the Securities, any legal or equitable right, remedy or claim under this Indenture or under any covenant or provision herein contained, all such covenants and provisions being for the sole benefit of the parties hereto and their successors and of the holders of the Securities.

Section 11.04 Notices and Demands on Issuer, Guarantor, Trustee and Holders of Securities. Any notice or demand which by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the Holders of Securities to or on the Issuer or the Guarantor must be in writing and may be given or served by fax, by email in a PDF format or by being deposited postage prepaid, first class mail (except as otherwise specifically provided herein) addressed (until another address of the Issuer is filed by the Issuer with the Trustee) to (a) in the case of the Issuer, JPMorgan Chase Financial Company LLC, 383 Madison Avenue, Floor 21, New York, New York 10179, Attention: Secretary and (ii) in the case of the Guarantor, JPMorgan Chase & Co., 270 Park Avenue, 40 ^th Floor, New York, New York 10017-2070, Attention: Finance Controllers — Interentity Analysis Group. Any notice, direction, request or demand by the Issuer, the Guarantor or any Securityholder to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or made at the Corporate Trust Office marked to the attention of the Corporate Trust Department.

Where this Indenture provides for notice to Holders of Registered Securities, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and faxed, emailed or mailed, first class postage prepaid, to each Holder entitled thereto, at his last address as it appears in the Security register. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a

condition precedent to the validity of any action taken in reliance upon such waiver.

statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

Any certificate or opinion of any independent firm of public accountants filed with and directed to the Trustee shall contain a statement that such firm is independent.

Section 11.06 Payments Due on Saturdays, Sundays and Holidays. If the date of payment of the Securities of any series shall not be a Business Day, then payment of money due need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the date of payment (unless otherwise specified).

Section 11.08 New York Law to Govern. This Indenture and each Security and the Guarantee shall be deemed to be a contract under the laws of the

State of New York, and for all purposes shall be construed in accordance with the laws of such State, except as may otherwise be required by mandatory provisions of law.

Section 11.10 Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 11.11 Judgment Currency. Each of the Issuer and the Guarantor agrees, to the fullest extent that it may effectively do so under applicable law, that (a) if for the purpose of obtaining judgment in any court it is necessary to convert the sum due on the Securities of any series (the “ Required Currency ”) into a currency in which a judgment will be rendered (the “ Judgment Currency ”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the day on which final unappealable judgment is entered, unless such day is not a New York Banking Day, then, to the extent permitted by applicable law, the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the New York Banking Day preceding the day on which final unappealable judgment is entered and (b) its obligations under this Indenture to make payments in the Required Currency (i) shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment (whether or not entered in accordance with subsection (a)), in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the actual receipt, by the payee, of the full amount of the Required Currency expressed to be payable in respect of such payments, (ii) shall be enforceable as an alternative or additional cause of action for the purpose of recovering in the Required Currency the amount, if any, by which such actual receipt shall fall short of the full amount of the Required Currency so expressed to be payable and (iii) shall not be affected by judgment being obtained for any other sum due under this Indenture. For purposes of the foregoing, “ New York Banking Day ” means any day except a Saturday, Sunday or a legal holiday in The City of New York or a day on which banking institutions in The City of New York are authorized or required by law or executive order to close.

Article 12
Redemption of Securities

Section 12.01 Applicability of Article. The provisions of this Article shall be applicable to the Securities of any series that are redeemable before their expiration or earlier exercise, if any, except as otherwise specified as contemplated by ‎‎ Section 2.03 for Securities of such series.

Section 12.02 Notice of Redemption; Partial Redemptions. Notice of redemption to the Holders of Registered Securities of any series to be redeemed as a whole or in part at the option of the Issuer shall be given by mailing notice of such redemption by first class mail, postage prepaid or otherwise delivered, to such Holders of Securities of such series at their last addresses as they shall appear upon the registry books at least 30 days and not more than 60 days prior to the date fixed for redemption, or within such other redemption notice period as has been designated for any Securities of such series pursuant to ‎ Section 2.03 or ‎ 2.04 (the “ Redemption Notice Period ”). Notice of redemption to the Holders of Unregistered Securities to be redeemed as a whole or in part, who have filed their names and addresses with the Trustee or the Registrar, as applicable, within two years preceding such notice of redemption, shall be given by mailing notice of such redemption, by first class mail, postage prepaid, at least 30 and not more than 60 days prior to the date fixed for redemption or within any applicable Redemption Notice Period to such Holders at such addresses as were so furnished to the Trustee or the Registrar, as the case may be, (and, in the case of any such notice given by the Issuer, the Trustee or the Registrar, as the case may be, shall make such information available to the Issuer for such purpose). Notice of redemption to all other Holders of Unregistered Securities shall be published in an Authorized Newspaper in the Borough of Manhattan, The City of New York and in an Authorized Newspaper in London (and, if required by ‎‎ Section 3.06, in an Authorized Newspaper in Luxembourg), in each case, once in each of three successive calendar weeks, the first publication to be not less than 30 nor more than 60 days prior to the date fixed for redemption or within any applicable Redemption Notice Period; provided that notice to Holders of Unregistered Securities held only in global form may be made, at the option of the Issuer, through the customary notice provisions of the clearing system or systems through which beneficial interests in such Unregistered Securities are owned. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives the notice. Failure to give notice by mail, or any defect in the notice to the Holder of any Security of a series designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Security of such series.

The notice of redemption to each such Holder shall specify the number of Warrants of such series held by such Holder to be redeemed, the date fixed for

redemption, the redemption price (or if not then ascertainable, the manner of calculation thereof), the place or places of payment and that payment will be made upon presentation and surrender of such Securities. In case any Security of a series is to be redeemed in part only the notice of redemption shall state the portion of the number of Warrants thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Security after the date fixed for redemption, in the case of definitive Securities, a new Security or Securities, as the case may be, of such series in number of Warrants equal to the unredeemed portion thereof will be issued.

On or before the redemption date specified in the notice of redemption given as provided in this Section, the Issuer will deposit with the Trustee or with one or more paying agents (or, if the Issuer is acting as its own paying agent, set aside, segregate and hold in trust as provided in ‎‎Section 3.04) an amount of money or other property sufficient to redeem on the redemption date all the Securities of such series so called for redemption at the appropriate redemption price. If less than all the Outstanding Securities of a series are to be redeemed, the Issuer will deliver to the Trustee and the Registrar at least 60 days prior to the date fixed for redemption an Officer’s Certificate stating the aggregate number of Warrants to be redeemed.

If fewer than all the Securities of a series are to be redeemed, the Registrar shall select, in such manner as it shall deem appropriate and fair, and in accordance with the procedures of the Depositary, if any, Securities of such series to be redeemed in part. Securities may be redeemed in part in multiples equal to the minimum authorized denomination for Securities of such series or any multiple thereof. The Registrar shall promptly notify the Issuer in writing of the Securities of such series selected for redemption and, in the case of any Securities of such series selected for partial redemption, the number of Warrants thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities of any series shall relate, in the case of any Security redeemed or to be redeemed only in part, to the portion of the number of Warrants which has been or is to be redeemed.

Indenture, and the Holders thereof shall have no right in respect of such Securities except the right to receive the redemption price thereof. On presentation and surrender of such Securities at a place of payment specified in said notice, said Securities or the specified portions thereof shall be paid and redeemed by the Issuer at the applicable redemption price.

In the case of definitive Securities, upon presentation of any Security redeemed in part only, the Issuer shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Issuer, a new Security or Securities of such series of authorized denominations, evidencing a number of Warrants equal to the unredeemed portion of the Security so presented.

Article 13
Repurchase of Securities at the Option of the Holder

Section 13.01 Applicability of Article. The provisions of this Article shall be applicable to Securities of any series that are subject to repurchase at the option of the Holders thereof before their expiration or earlier exercise, if any, except as otherwise specified as contemplated by ‎ Section 2.03 for Securities of such series.

Section 13.02 Minimum Repurchase Amount . The terms of the Securities may require a Holder to request a minimum number of Securities to be repurchased on any date fixed for repurchase.

The notice of repurchase from each such Holder shall specify the number of Warrants of such series held by such Holder to be repurchased and that arrangements will be made for the presentation and surrender of such Securities.

Section 13.05 Repurchase by Remarketing Entities . The Issuer may elect, in a manner reasonably satisfactory to the Trustee, with respect to any Securities subject to repurchase at the option of the Holders thereof before their expiration to designate one or more remarketing entities to purchase, at a price equal to the repurchase price, Securities of such series from the Holders thereof who give notice and surrender their Securities in accordance with this Article.

Article 14
Guarantee

Section 14.01 The Guarantee. The Guarantor hereby irrevocably, fully and unconditionally guarantees, on an unsecured basis, the full and punctual payment (whether upon exercise, redemption or repurchase at the option of the Holders) of the amounts payable under the Indenture and each Security. Upon failure by the Issuer to pay punctually any such amount, the Guarantor shall forthwith on demand pay the amount not so paid at the same place and in the same manner that applies to payments made by the Issuer under this Indenture. This Guarantee is a guarantee of payment and not of collection.

(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer under this Indenture or any Security, by operation of law or otherwise;

(b) any modification or amendment of or supplement to this Indenture or any Security;

(e) any invalidity or unenforceability relating to or against the Issuer for any reason of this Indenture or any Security, or any provision of applicable law or regulation purporting to prohibit the payment by the Issuer of any amounts due on any Security; or

provided , however , that:

(a) under no circumstances will the Guarantor be liable at any time or place to any Holder under this Article,

(i) for any amount of any payment that the Issuer is excused from making under the terms of any Security or this Indenture, for so long as the Issuer shall be excused under such terms; or

Section 14.03 Discharge; Reinstatement. The Guarantor’s obligations under this Article 14 will remain in full force and effect until the amounts due on the Securities have been paid in full. If at any time any payment of the amounts due on any Security is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Issuer or otherwise, the Guarantor’s obligations hereunder with respect to such payment will be reinstated as though such payment had been due but not made at such time.

Section 14.04 Waiver by the Guarantor. The Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against the Issuer or any other Person. The Guarantor hereby agrees that, in the event of a default in payment of the amounts payable under any Security, whether upon exercise, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security, subject to the terms and conditions set forth in this Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Issuer.

Section 14.06 Savings Clause. Notwithstanding anything to the contrary in this Article, the Guarantor, and by its acceptance of Securities, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee not constitute a fraudulent conveyance under applicable fraudulent conveyance provisions of the United States Bankruptcy Code or any comparable provision of state law. To effectuate that intention, the Trustee, the Holders and the Guarantor hereby irrevocably agree that the obligations of the Guarantor under the Guarantee are limited to the maximum amount that would not render the Guarantor’s obligations subject to avoidance under applicable fraudulent

conveyance provisions of the United States Bankruptcy Code or any comparable provision of state law.

Section 14.07 Execution and Delivery of Guarantee. The execution by the Guarantor of this Indenture evidences the Guarantee, whether or not the person signing as an officer of the Guarantor still holds that office at the time of authentication of any Security. The delivery of any Security by the Trustee after authentication constitutes due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantor.

Section 14.08 Not Insured. This Guarantee is not insured by the Federal Deposit Insurance Corporation of the United States of America.

IN WITNESS WHEREOF the parties hereto have caused this Indenture to be duly executed and attested, all dated as of [ ].

	JPMORGAN CHASE FINANCIAL COMPANY LLC, as Issuer


	By:
		Name:
		Title:

Attest:

By:
	Name:
	Title:

	JPMORGAN CHASE & CO., as Guarantor


	By:
		Name:
		Title:

Attest:

By:
	Name:
	Title:

	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee


	By:
		Name:
		Title:

	By:
		Name:
		Title:

Attest:

By:
	Name:
	Title:

EXHIBIT 4(b)(5)

[FORM OF FACE OF SECURITY]
JPMORGAN CHASE FINANCIAL COMPANY LLC
MEDIUM-TERM NOTE, SERIES A
FULLY AND UNCONDITIONALLY GUARANTEED BY JPMORGAN CHASE & CO.

REGISTERED	PRINCIPAL AMOUNT:
No.	CUSIP:

[Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] ¹

JPMorgan Chase Financial Company LLC, a Delaware limited liability company (together with its successors and assigns, the “ Issuer ”), for value received, hereby promises to pay to , or registered assignees, the amounts due, if any, together with unpaid accrued interest thereon, if any, on the date or dates, as the case may be, specified in the pricing supplement attached hereto as Appendix A and delivered herewith (together with any product supplement(s), underlying supplement(s), prospectus supplement(s) and prospectus(es) referenced therein (however titled), the “ Related Prospectus ”).

Any payments due on this Note are fully and unconditionally guaranteed by JPMorgan Chase & Co. (the “ Guarantor ”) as more fully set forth in the Indenture.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof and in the Related Prospectus, which further provisions are incorporated herein by reference and shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee by the Authenticating Agent referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture, as defined on the reverse hereof, or be valid or obligatory for any purpose.

___________________________

¹ Applies only if this Note is Registered Global Security.

IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed.

Date:

JPMORGAN CHASE FINANCIAL COMPANY LLC
By:
	Name:
	Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities referred to in the within-mentioned Indenture.

THE BANK OF NEW YORK MELLON, as Authenticating Agent
By:
	Name:
	Title:

[FORM OF REVERSE OF SECURITY]

This Note is one of a duly authorized issue of Medium-Term Notes, Series A (the “ Notes ”) of the Issuer. The Notes are issuable under an Indenture, dated as of February 19, 2016, among the Issuer, the Guarantor and Deutsche Bank Trust Company Americas, as Trustee (the “ Trustee ,” which term includes any successor trustee under the Indenture) (as may be amended or supplemented from time to time, the “ Indenture ”), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities of the Issuer, the Guarantor, the Trustee and holders of the Notes and the terms upon which the Notes are, and are to be, authenticated and delivered. The Issuer and the Guarantor have appointed The Bank of New York Mellon at its corporate trust office in the Borough of Manhattan, the City of New York as the paying agent (the “ Paying Agent ,” which term includes any additional or successor Paying Agent appointed by the Issuer) with respect to the Notes. To the extent not inconsistent herewith, the terms of the Indenture are hereby incorporated by reference herein.

This Note and all the obligations of the Issuer hereunder are direct, unsecured obligations of the Issuer and rank without preference or priority among themselves and pari passu with all other existing and future unsecured and unsubordinated indebtedness of the Issuer, subject to certain statutory exceptions in the event of liquidation upon insolvency. The payments due on this Note are fully and unconditionally guaranteed by the Guarantor as more fully set forth in the Indenture (such guarantee, the “ Guarantee ”).

This Note, and any Note or Notes issued upon transfer or exchange hereof, is issuable only in fully registered form, without coupons, and is issuable in denominations as set forth in the Related Prospectus.

Other Terms

The Paying Agent has been appointed registrar for the Notes, and the Paying Agent will maintain at its office in the City of New York a register for the registration and transfer of Notes. This Note may be transferred at the aforesaid office of the Paying Agent by surrendering this Note for cancellation, accompanied by a written instrument of transfer in form satisfactory to the Paying Agent and duly executed by the registered holder hereof in person or by the holder’s attorney duly authorized in writing, and thereupon the Paying Agent shall issue in the name of the transferee or transferees, in exchange herefor, a new Note or Notes having identical terms and provisions and having a like aggregate principal amount in authorized denominations, subject to the terms and conditions set forth herein; provided , however , that the Paying Agent will not be required (i) to register the transfer of or exchange any Note that has been called for redemption in whole or in part, except the unredeemed portion of Notes being redeemed in part, (ii) to register the transfer of or exchange any Note if the holder thereof has exercised his right, if any, to require the Issuer to repurchase such Note in whole or in part, except the portion of such Note not required to be repurchased, or (iii) to register the transfer of or exchange Notes to the extent and during the period so provided in the Indenture with respect to the redemption of Notes. Notes are exchangeable at said office for other Notes of other authorized denominations of equal aggregate principal amount having identical terms and provisions. All such exchanges and transfers of Notes will be free of charge, but the Issuer may require payment of a sum

sufficient to cover any tax or other governmental charge in connection therewith. All Notes surrendered for exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Paying Agent and executed by the registered holder in person or by the holder’s attorney duly authorized in writing. The date of registration of any Note delivered upon any exchange or transfer of Notes shall be such that no gain or loss of interest results from such exchange or transfer.

In case this Note shall at any time become mutilated, defaced or be destroyed, lost or stolen and this Note or evidence of the loss, theft or destruction thereof (together with the indemnity hereinafter referred to and such other documents or proof as may be required in the premises) shall be delivered to the Paying Agent, the Issuer in its discretion may execute a new Note of like tenor in exchange for this Note, but, if this Note is destroyed, lost or stolen, only upon receipt of evidence satisfactory to the Issuer, the Guarantor and the Paying Agent that this Note was destroyed or lost or stolen and, if required, upon receipt also of indemnity satisfactory to each of them. All expenses and reasonable charges associated with procuring such indemnity and with the preparation, authentication and delivery of a new Note shall be borne by the owner of the Note mutilated, defaced, destroyed, lost or stolen.

Unless otherwise specified in the Related Prospectus, the Indenture provides that (a) if an Event of Default (as defined in the Indenture) due to (i) the default in payment of principal of, premium, if any, or installment of interest on, any series of debt securities issued under the Indenture, including the series of Medium-Term Notes of which this Note forms a part, (ii) the Guarantee ceasing to be in full force and effect (other than in accordance with the terms of the Indenture) or the Guarantor denying or disaffirming its obligations under the Guarantee or (iii) the default in the performance or breach of any covenant or warranty of the Issuer in respect of the debt securities of such series shall have occurred and be continuing, either the Trustee or the holders of not less than 25% in principal amount of the debt securities of each affected series (treated as one class), by written notice, may then declare the principal of all debt securities of all such series and interest accrued thereon to be due and payable immediately, and (b) if an Event of Default due to certain events of bankruptcy or insolvency of the Issuer shall have occurred and be continuing, the principal of all outstanding debt securities and interest accrued thereon shall automatically, and without any declaration or other action on the part of the Trustee or any holder, become immediately due and payable, but upon certain conditions such declarations or automatic accelerations, as the case may be, may be annulled and past defaults described under (a) or (b) above may be waived (except a continuing default in payment of principal (or premium, if any) or interest on such debt securities) by the holders of a majority in principal amount of the debt securities of all affected series then outstanding.

The Indenture permits the Issuer, the Guarantor and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the debt securities of all series issued under the Indenture then outstanding and affected (voting as one class), to execute supplemental indentures adding any provisions to or changing in any manner the rights of the holders of each series so affected; provided that the Issuer, the Guarantor and the Trustee may not, without the consent of the holder of each outstanding debt security affected thereby, (a) extend the final maturity of any such debt security, or reduce the principal amount thereof, (b) reduce the rate or extend the time of payment of interest thereon or other amounts due thereunder, (c) change the method in which amounts of payment of principal, interest or other

amounts due thereon are determined, (d) reduce any amount payable on redemption thereof, or reduce the amount of principal of an Original Issue Discount Security (as defined in the Indenture) that would be due and payable upon an acceleration of the maturity thereof or the amount thereof provable in bankruptcy, or change the currency of payment thereof, (e) modify or amend the provisions for conversion of any currency into any other currency, (f) modify or amend the provisions for conversion or exchange of the debt security for securities of the Issuer or other entities (other than as provided in the antidilution provisions or other similar adjustment provisions of the debt securities or otherwise in accordance with the terms thereof), (g) impair the right of any holder to institute suit for the payment thereof, (h) make any change in the Guarantee that would adversely affect the holders of the debt securities of such series or (i) reduce the aforesaid percentage in principal amount of debt securities, the consent of the holders of which is required for any such supplemental indenture.

So long as this Note shall be outstanding, the Issuer will cause to be maintained an office or agency for the payment of the principal of and premium, if any, and interest on this Note as herein provided in the Borough of Manhattan, the City of New York, and an office or agency in said Borough of Manhattan for the registration, transfer and exchange as aforesaid of the Notes. The Issuer or the Guarantor may designate other agencies for the payment of said principal, premium and interest at such place or places (subject to applicable laws and regulations) as the Issuer or the Guarantor, as the case may be, may decide. So long as there shall be such an agency, the Issuer or the Guarantor, as the case may be, shall keep the Trustee and the Paying Agent advised of the names and locations of such agencies, if any are so designated.

With respect to moneys paid by the Issuer and held by the Trustee or any Paying Agent for payment of the principal of or interest or premium, if any, on any Notes that remain unclaimed at the end of two years after such principal, interest or premium shall have become due and payable (whether at maturity or upon call for redemption or otherwise), (i) upon notification from the Issuer or the Guarantor, as the case may be, the Trustee or such Paying Agent shall notify the holders of such Notes that such moneys shall be repaid to the Issuer or the Guarantor, as the case may be, and any person claiming such moneys shall thereafter look only to the Issuer (except with respect to the Guarantee) or the Guarantor for the payment thereof, as the case may be, and (ii) such moneys shall be so repaid to the Issuer or the Guarantor, as the case may be. Upon such repayment all liability of the Trustee or such Paying Agent with respect to such moneys shall thereupon cease, without, however, limiting in any way any obligation that the Issuer or the Guarantor may have to pay the principal of or interest or premium, if any, on this Note as the same shall become due.

No provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on this Note at the time, place, and rate, and in the coin or currency, herein prescribed unless otherwise agreed between the Issuer and the registered holder of this Note.

Prior to due presentment of this Note for registration of transfer, the Issuer, the Guarantor, the Trustee and any agent of the Issuer, the Guarantor or the Trustee shall treat the holder in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Issuer, the Guarantor, the Trustee or any such agent shall be affected by notice to the contrary.

No recourse shall be had for the payment of the principal of, premium, if any, or the interest on this Note, for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, shareholder, officer or director, as such, past, present or future, of the Issuer, the Guarantor or any successor to the Issuer or the Guarantor, either directly or through the Issuer, the Guarantor or any successor to the Issuer or the Guarantor, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.

This Note shall for all purposes be governed by, and construed in accordance with, the laws of the State of New York.

All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in the Indenture, and all terms used in this Note that are defined in the Related Prospectus shall have the meanings assigned to them in the Related Prospectus. In the event of any inconsistency between the definitions in the Indenture and the definitions in the Related Prospectus, the definitions in the Related Prospectus shall govern.

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	–	as tenants in common
TEN ENT	–	as tenants by the entireties
JT TEN	–	as joint tenants with right of survivorship and not as tenants in common

UNIF GIFT MIN ACT –		Custodian
	(Minor)		(Cust)

Under Uniform Gifts to Minors Act
	(State)

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

[PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE]

[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]

the within Note and all rights thereunder, hereby irrevocably constituting and appointing such person attorney to transfer such note on the books of the Issuer, with full power of substitution in the premises.

Dated:

NOTICE:

The signature to this assignment must correspond with the name as written upon the face of the within Note in every particular without alteration or enlargement or any change whatsoever.

APPENDIX A

EXHIBIT 4(b)(6)

[FORM OF FACE OF SECURITY]

JPMORGAN CHASE FINANCIAL COMPANY LLC
MEDIUM-TERM NOTE, SERIES A

FULLY AND UNCONDITIONALLY GUARANTEED BY JPMORGAN CHASE & CO.

REGISTERED	PRINCIPAL AMOUNT:
No.	ISIN:
	COMMON CODE:

[Unless this certificate is presented by an authorized representative of Euroclear Bank SA/NV/Clearstream Banking, S.A. to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of The Bank of New York Depository (Nominees) Ltd. or such other name as requested by an authorized representative of Euroclear Bank SA/NV/Clearstream Banking, S.A. and any payment is made to The Bank of New York Depository (Nominees) Ltd., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, The Bank of New York Depository (Nominees) Ltd., has an interest herein.] ¹

Any payments due on this Note are fully and unconditionally guaranteed by JPMorgan Chase & Co. (the “ Guarantor ”) as more fully set forth in the Indenture.

______________

¹ Applies only if this Note is Registered Global Security.

IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed.

Date:

JPMORGAN CHASE FINANCIAL COMPANY LLC

By:
	Name:
	Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities referred to in the within-mentioned Indenture.

THE BANK OF NEW YORK MELLON, LONDON BRANCH, as Authenticating Agent

By:
	Name:
	Title:

[FORM OF REVERSE OF SECURITY]

This Note is one of a duly authorized issue of Medium-Term Notes, Series A (the “ Notes ”) of the Issuer. The Notes are issuable under an Indenture, dated as of February 19, 2016, among the Issuer, the Guarantor and Deutsche Bank Trust Company Americas, as Trustee (the “ Trustee ,” which term includes any successor trustee under the Indenture) (as may be amended or supplemented from time to time, the “ Indenture ”), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities of the Issuer, the Guarantor, the Trustee and holders of the Notes and the terms upon which the Notes are, and are to be, authenticated and delivered. The Issuer and the Guarantor have appointed The Bank of New York Mellon at its corporate trust office in the Borough of Manhattan, the City of New York and The Bank of New York Mellon, London Branch at its corporate trust office in London, as the paying agents (collectively, the “ Paying Agent ,” which term includes any additional or successor Paying Agent appointed by the Issuer) with respect to the Notes. To the extent not inconsistent herewith, the terms of the Indenture are hereby incorporated by reference herein.

Other Terms

The Paying Agent has been appointed registrar for the Notes, and the Paying Agent will maintain at its office in the City of New York and London a register for the registration and transfer of Notes. This Note may be transferred at the aforesaid offices of the Paying Agent by surrendering this Note for cancellation, accompanied by a written instrument of transfer in form satisfactory to the Paying Agent and duly executed by the registered holder hereof in person or by the holder’s attorney duly authorized in writing, and thereupon the Paying Agent shall issue in the name of the transferee or transferees, in exchange herefor, a new Note or Notes having identical terms and provisions and having a like aggregate principal amount in authorized denominations, subject to the terms and conditions set forth herein; provided , however , that the Paying Agent will not be required (i) to register the transfer of or exchange any Note that has been called for redemption in whole or in part, except the unredeemed portion of Notes being redeemed in part, (ii) to register the transfer of or exchange any Note if the holder thereof has exercised his right, if any, to require the Issuer to repurchase such Note in whole or in part, except the portion of such Note not required to be repurchased, or (iii) to register the transfer of or exchange Notes to the extent and during the period so provided in the Indenture with respect to the redemption of Notes. Notes are exchangeable at said office for other Notes of other authorized denominations of equal aggregate principal amount having identical terms and

provisions. All such exchanges and transfers of Notes will be free of charge, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge in connection therewith. All Notes surrendered for exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Paying Agent and executed by the registered holder in person or by the holder’s attorney duly authorized in writing. The date of registration of any Note delivered upon any exchange or transfer of Notes shall be such that no gain or loss of interest results from such exchange or transfer.

thereunder, (c) change the method in which amounts of payment of principal, interest or other amounts due thereon are determined, (d) reduce any amount payable on redemption thereof, or reduce the amount of principal of an Original Issue Discount Security (as defined in the Indenture) that would be due and payable upon an acceleration of the maturity thereof or the amount thereof provable in bankruptcy, or change the currency of payment thereof, (e) modify or amend the provisions for conversion of any currency into any other currency, (f) modify or amend the provisions for conversion or exchange of the debt security for securities of the Issuer or other entities (other than as provided in the antidilution provisions or other similar adjustment provisions of the debt securities or otherwise in accordance with the terms thereof), (g) impair the right of any holder to institute suit for the payment thereof, (h) make any change in the Guarantee that would adversely affect the holders of the debt securities of such series or (i) reduce the aforesaid percentage in principal amount of debt securities the consent of the holders of which is required for any such supplemental indenture.

So long as this Note shall be outstanding, the Issuer will cause to be maintained an office or agency for the payment of the principal of and premium, if any, and interest on this Note as herein provided in the Borough of Manhattan, the City of New York, and in London and an office or agency in said Borough of Manhattan and in London for the registration, transfer and exchange as aforesaid of the Notes. The Issuer or the Guarantor may designate other agencies for the payment of said principal, premium and interest at such place or places (subject to applicable laws and regulations) as the Issuer or the Guarantor, as the case may be, may decide. So long as there shall be such an agency, the Issuer or the Guarantor, as the case may be, shall keep the Trustee and the Paying Agent advised of the names and locations of such agencies, if any are so designated.

this Note be overdue, and none of the Issuer, the Guarantor, the Trustee or any such agent shall be affected by notice to the contrary.

This Note shall for all purposes be governed by, and construed in accordance with, the laws of the State of New York.

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	–	as tenants in common
TEN ENT	–	as tenants by the entireties
JT TEN	–	as joint tenants with right of survivorship and not as tenants in common

UNIF GIFT MIN ACT –		Custodian
	(Minor)		(Cust)

Under Uniform Gifts to Minors Act
	(State)

Additional abbreviations may also be used though not in the above list.

____________________

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


[PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE]



[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]

Dated:

NOTICE:

The signature to this assignment must correspond with the name as written upon the face of the within Note in every particular without alteration or enlargement or any change whatsoever.

APPENDIX A

EXHIBIT 4(m)(1)

[FORM OF FACE OF SECURITY]
JPMORGAN CHASE FINANCIAL COMPANY LLC
WARRANTS, SERIES A
FULLY AND UNCONDITIONALLY GUARANTEED BY JPMORGAN CHASE & CO.

REGISTERED	NUMBER OF WARRANTS:
No.	CUSIP:

This certificate certifies that , or registered assignees, is the holder of the number of Warrants specified above of JPMorgan Chase Financial Company LLC, a Delaware limited liability company (together with its successors and assigns, the “ Issuer ”). Upon exercise thereof, each Warrant entitles the holder thereof to receive from the Issuer the amount of money, if any, as specified in the pricing supplement attached hereto as Appendix A and delivered herewith (together with any product supplement(s), underlying supplement(s), prospectus supplement(s) and prospectus(es) referenced therein (however titled), the “ Related Prospectus ”), on the date as specified in the Related Prospectus, subject to the terms and conditions specified herein and in the Related Prospectus.

Any payments due on the Warrants are fully and unconditionally guaranteed by JPMorgan Chase & Co. (the “ Guarantor ”) as more fully set forth in the Indenture.

Reference is hereby made to the further provisions of the Warrants set forth on the reverse hereof and in the Related Prospectus, which further provisions are incorporated herein by reference and shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee by the Authenticating Agent referred to on the reverse hereof by manual signature, this certificate shall not be entitled to any benefit under the Indenture, as defined on the reverse hereof, or be valid or obligatory for any purpose.

¹ Applies only if this Note is Registered Global Security.

IN WITNESS WHEREOF, the Issuer has caused this certificate to be duly executed.

Date:

JPMORGAN CHASE FINANCIAL

COMPANY LLC

By:
	Name:
	Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities referred to in the within-mentioned Indenture.

THE BANK OF NEW YORK MELLON,

as Authenticating Agent

By:
	Name:
	Title:

[FORM OF REVERSE OF SECURITY]

This certificate evidences a duly authorized issue of Warrants, Series A (the “ Warrants ”) of the Issuer. The Warrants are issuable under a Warrant Indenture, dated as of [ ], among the Issuer, the Guarantor and Deutsche Bank Trust Company Americas, as Trustee (the “ Trustee ,” which term includes any successor trustee under the Indenture) (as may be amended or supplemented from time to time, the “ Indenture ”), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities of the Issuer, the Guarantor, the Trustee and holders of the Warrants and the terms upon which the Warrants are, and are to be, authenticated and delivered. The Issuer and the Guarantor have appointed The Bank of New York Mellon at its corporate trust office in the Borough of Manhattan, the City of New York as the paying agent (the “ Paying Agent ,” which term includes any additional or successor Paying Agent appointed by the Issuer) with respect to the Warrants. To the extent not inconsistent herewith, the terms of the Indenture are hereby incorporated by reference herein.

The Warrants evidenced by this certificate and all the obligations of the Issuer hereunder are unsecured contractual obligations of the Issuer and rank without preference or priority among themselves and pari passu with all other existing and future unsecured contractual obligations of the Issuer and all other existing and future unsecured and unsubordinated indebtedness of the Issuer, subject to certain statutory exceptions in the event of liquidation upon insolvency. The payments due on the Warrants evidenced by this certificate are fully and unconditionally guaranteed by the Guarantor as more fully set forth in the Indenture (such guarantee, the “ Guarantee ”).

This certificate, and any certificate or certificates issued upon transfer or exchange hereof, is issuable only in fully registered form and is issuable in denominations as set forth in the Related Prospectus.

Other Terms

The Paying Agent has been appointed registrar for the Warrants, and the Paying Agent will maintain at its office in the City of New York a register for the registration and transfer of Warrants. This certificate may be transferred at the aforesaid office of the Paying Agent by surrendering this certificate for cancellation, accompanied by a written instrument of transfer in form satisfactory to the Paying Agent and duly executed by the registered holder hereof in person or by the holder’s attorney duly authorized in writing, and thereupon the Paying Agent shall issue in the name of the transferee or transferees, in exchange herefor, a new certificate or certificates having identical terms and provisions and evidencing a like aggregate number of Warrants in authorized denominations, subject to the terms and conditions set forth herein; provided , however , that the Paying Agent will not be required (i) to register the transfer of or exchange any certificate that has been called for redemption in whole or in part, except the unredeemed portion of Warrants evidenced by this certificate being redeemed in part, (ii) to register the transfer of or exchange any certificate if the holder thereof has exercised his right, if any, to require the Issuer to repurchase the Warrants evidenced by such certificate in whole or in

part, except the portion of the Warrants evidenced by such certificate not required to be repurchased, or (iii) to register the transfer of or exchange certificates to the extent and during the period so provided in the Indenture with respect to the redemption of Warrants. Certificates are exchangeable at said office for other certificates evidencing other authorized denominations of equal aggregate number of Warrants having identical terms and provisions. All such exchanges and transfers of certificates will be free of charge, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge in connection therewith. All certificates surrendered for exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Paying Agent and executed by the registered holder in person or by the holder’s attorney duly authorized in writing.

In case this certificate shall at any time become mutilated, defaced or be destroyed, lost or stolen and this certificate or evidence of the loss, theft or destruction thereof (together with the indemnity hereinafter referred to and such other documents or proof as may be required in the premises) shall be delivered to the Paying Agent, the Issuer in its discretion may execute a new certificate of like tenor in exchange for this certificate, but, if this certificate is destroyed, lost or stolen, only upon receipt of evidence satisfactory to the Issuer, the Guarantor and the Paying Agent that this certificate was destroyed or lost or stolen and, if required, upon receipt also of indemnity satisfactory to each of them. All expenses and reasonable charges associated with procuring such indemnity and with the preparation, authentication and delivery of a new certificate shall be borne by the owner of the certificate mutilated, defaced, destroyed, lost or stolen.

The Indenture permits the Issuer, the Guarantor and the Trustee, with the consent of the holders of not less than a majority in aggregate number of Warrants of all series issued under the Indenture then outstanding and affected (voting as one class), to execute supplemental indentures adding any provisions to or changing in any manner the rights of the holders of each series so affected; provided that the Issuer, the Guarantor and the Trustee may not, without the consent of the holder of each outstanding Warrant affected thereby, (a) extend the final expiration date under any Warrant, (b) reduce or extend the time of payment of any amount due under any Warrant, (c) change the method in which amounts of payments are determined on any Warrant, (d) reduce any amount payable upon exercise or redemption of any Warrant, (e) make the money due on any Warrant payable in any coin or currency other than that provided in the Warrant or in accordance with the terms thereof, (f) modify or amend any provisions for converting any currency into any other currency as provided in the Warrant or in accordance with the terms thereof, (g) impair the right of any holder of a Warrant to institute suit for the payment thereof, the right of any holder of a Warrant to exercise the Warrant on the terms provided therein or, if the Warrants provide, any right of repayment at the option of the holder of a Warrant, (h) make any change in the Guarantee that would adversely affect the holders of the Warrants of such series or release the Guarantor from the Guarantee other than pursuant to the terms of the Indenture or (i) reduce the aforesaid percentage of Warrants of any series, the consent of the holders of which is required for any such supplemental indenture.

So long as the Warrants evidenced by this certificate shall be outstanding, the Issuer will cause to be maintained an office or agency for the payment of the money due on the Warrants as

herein provided in the Borough of Manhattan, the City of New York, and an office or agency in said Borough of Manhattan for the registration, transfer and exchange as aforesaid of this certificate. The Issuer or the Guarantor may designate other agencies for the payment of said money due at such place or places (subject to applicable laws and regulations) as the Issuer or the Guarantor, as the case may be, may decide. So long as there shall be such an agency, the Issuer or the Guarantor, as the case may be, shall keep the Trustee and the Paying Agent advised of the names and locations of such agencies, if any are so designated.

With respect to moneys paid by the Issuer and held by the Trustee or any Paying Agent for payment of the money due on any Warrants that remain unclaimed at the end of two years after such amount shall have become due and payable (whether at its stated expiration, upon exercise, call for redemption or otherwise), (i) upon written notification from the Issuer or the Guarantor, as the case may be, the Trustee or such Paying Agent shall notify the holders of such Warrants that such moneys shall be repaid to the Issuer or the Guarantor, as the case may be, and any person claiming such moneys shall thereafter look only to the Issuer (except with respect to the Guarantee) or the Guarantor for payment thereof, as the case may be, and (ii) such moneys shall be so repaid to the Issuer or the Guarantor, as the case may be. Upon such repayment all liability of the Trustee or such Paying Agent with respect to such moneys shall thereupon cease, without, however, limiting in any way any obligation that the Issuer or the Guarantor may have to pay the money due on the Warrants evidence by this certificate as the same shall become due.

No provision of this certificate or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the money due on the Warrants at the time, and place, and in the coin or currency, herein prescribed unless otherwise agreed between the Issuer and the registered holder of this certificate.

Prior to due presentment of this certificate for registration of transfer, the Issuer, the Guarantor, the Trustee and any agent of the Issuer, the Guarantor or the Trustee shall treat the holder in whose name this certificate is registered as the owner hereof for all purposes, whether or not the Warrants evidenced by this certificate be overdue, and none of the Issuer, the Guarantor, the Trustee or any such agent shall be affected by notice to the contrary.

No recourse shall be had for the payment of the money due on the Warrants evidenced by this certificate, for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, shareholder, officer or director, as such, past, present or future, of the Issuer, the Guarantor or any successor to the Issuer or the Guarantor, either directly or through the Issuer, the Guarantor or any successor to the Issuer or the Guarantor, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.

This certificate shall for all purposes be governed by, and construed in accordance with, the laws of the State of New York.

All terms used in this certificate that are defined in the Indenture shall have the meanings assigned to them in the Indenture, and all terms used in this certificate that are defined in the Related Prospectus shall have the meanings assigned to them in the Related Prospectus. In the event of any inconsistency between the definitions in the Indenture and the definitions in the Related Prospectus, the definitions in the Related Prospectus shall govern.

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	–	as tenants in common
TEN ENT	–	as tenants by the entireties
JT TEN	–	as joint tenants with right of survivorship and not as tenants in common

UNIF GIFT MIN ACT –		Custodian
	(Minor)		(Cust)

Under Uniform Gifts to Minors Act
	(State)

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


[PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE]



[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]

the within certificate and all rights thereunder, hereby irrevocably constituting and appointing such person attorney to transfer such certificate on the books of the Issuer, with full power of substitution in the premises.

Dated:

NOTICE:	The signature to this assignment must correspond with the name as written upon the face of the within certificate in every particular without alteration or enlargement or any change whatsoever.

APPENDIX A

EXHIBIT 4(m)(2)

[FORM OF FACE OF SECURITY]
JPMORGAN CHASE FINANCIAL COMPANY LLC
WARRANTS, SERIES A
FULLY AND UNCONDITIONALLY GUARANTEED BY JPMORGAN CHASE & CO.

REGISTERED	NUMBER OF WARRANTS:
No.	CUSIP:

Any payments due on the Warrants are fully and unconditionally guaranteed by JPMorgan Chase & Co. (the “ Guarantor ”) as more fully set forth in the Indenture.

Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee by the Authenticating Agent referred to on the reverse hereof by manual signature,

¹ Applies only if this Note is Registered Global Security.

this certificate shall not be entitled to any benefit under the Indenture, as defined on the reverse hereof, or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Issuer has caused this certificate to be duly executed.

Date:

JPMORGAN CHASE FINANCIAL

COMPANY LLC

By:
	Name:
	Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities referred to in the within-mentioned Indenture.

THE BANK OF NEW YORK MELLON, LONDON BRANCH, as Authenticating Agent

By:
	Name:
	Title:

[FORM OF REVERSE OF SECURITY]

This certificate evidences a duly authorized issue of Warrants, Series A (the “ Warrants ”) of the Issuer. The Warrants are issuable under a Warrant Indenture, dated as of [ ], among the Issuer, the Guarantor and Deutsche Bank Trust Company Americas, as Trustee (the “ Trustee ,” which term includes any successor trustee under the Indenture) (as may be amended or supplemented from time to time, the “ Indenture ”), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities of the Issuer, the Guarantor, the Trustee and holders of the Warrants and the terms upon which the Warrants are, and are to be, authenticated and delivered. The Issuer and the Guarantor have appointed The Bank of New York Mellon at its corporate trust office in the Borough of Manhattan, the City of New York and The Bank of New York Mellon, London Branch at its corporate trust office in London, as the paying agents (collectively, the “ Paying Agent ,” which term includes any additional or successor Paying Agent appointed by the Issuer) with respect to the Warrants. To the extent not inconsistent herewith, the terms of the Indenture are hereby incorporated by reference herein.

Other Terms

The Paying Agent has been appointed registrar for the Warrants, and the Paying Agent will maintain at its office in the City of New York and London a register for the registration and transfer of Warrants. This certificate may be transferred at the aforesaid offices of the Paying Agent by surrendering this certificate for cancellation, accompanied by a written instrument of transfer in form satisfactory to the Paying Agent and duly executed by the registered holder hereof in person or by the holder’s attorney duly authorized in writing, and thereupon the Paying Agent shall issue in the name of the transferee or transferees, in exchange herefor, a new certificate or certificates having identical terms and provisions and evidencing a like aggregate number of Warrants in authorized denominations, subject to the terms and conditions set forth herein; provided , however , that the Paying Agent will not be required (i) to register the transfer of or exchange any certificate that has been called for redemption in whole or in part, except the unredeemed portion of Warrants evidenced by this certificate being redeemed in part, (ii) to register the transfer of or exchange any certificate if the holder thereof has exercised his right, if

any, to require the Issuer to repurchase the Warrants evidenced by such certificate in whole or in part, except the portion of the Warrants evidenced by such certificate not required to be repurchased, or (iii) to register the transfer of or exchange certificates to the extent and during the period so provided in the Indenture with respect to the redemption of Warrants. Certificates are exchangeable at said office for other certificates evidencing other authorized denominations of equal aggregate number of Warrants having identical terms and provisions. All such exchanges and transfers of certificates will be free of charge, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge in connection therewith. All certificates surrendered for exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Paying Agent and executed by the registered holder in person or by the holder’s attorney duly authorized in writing.

So long as the Warrants evidenced by this certificate shall be outstanding, the Issuer will cause to be maintained an office or agency for the payment of the money due on the Warrants as herein provided in the Borough of Manhattan, the City of New York, and in London and an office or agency in said Borough of Manhattan and in London for the registration, transfer and exchange as aforesaid of this certificate. The Issuer or the Guarantor may designate other agencies for the payment of said money due at such place or places (subject to applicable laws and regulations) as the Issuer or the Guarantor, as the case may be, may decide. So long as there shall be such an agency, the Issuer or the Guarantor, as the case may be, shall keep the Trustee and the Paying Agent advised of the names and locations of such agencies, if any are so designated.

This certificate shall for all purposes be governed by, and construed in accordance with, the laws of the State of New York.

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	–	as tenants in common
TEN ENT	–	as tenants by the entireties
JT TEN	–	as joint tenants with right of survivorship and not as tenants in common

UNIF GIFT MIN ACT –		Custodian
	(Minor)		(Cust)

Under Uniform Gifts to Minors Act
	(State)

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


[PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE]



[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]

Dated:

NOTICE:	The signature to this assignment must correspond with the name as written upon the face of the within certificate in every particular without alteration or enlargement or any change whatsoever.

APPENDIX A

EXHIBIT 4(q)(2)

JPMORGAN CHASE FINANCIAL COMPANY LLC, as Issuer
JPMORGAN CHASE & CO., as Guarantor

CALCULATION AGENT AGREEMENT

CALCULATION AGENT AGREEMENT dated as of [ ] among JPMorgan Chase Financial Company LLC, a Delaware limited liability company (hereinafter called the “ Issuer ”), having its principal office at 383 Madison Avenue, Floor 21, New York, New York 10179, JPMorgan Chase & Co., a Delaware corporation (hereinafter called the “ Guarantor ”), having its principal office at 270 Park Avenue, New York, New York 10017, and J.P. Morgan Securities LLC (hereinafter sometimes called the “ Calculation Agent ,” which term shall, unless the context shall otherwise require, include its successors and assigns), having its principal office at 383 Madison Avenue, New York, New York 10179.

WHEREAS, the Issuer proposes to issue and sell from time to time its Global Medium-Term Notes, Series A (the “ Notes ”), and its Global Warrants, Series A (the “ Warrants ” and, together with the Notes, the “ Program Securities ”), which Program Securities will be registered under the registration statement on Form S-3 (File No. ) (the “ Registration Statement ”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, or any subsequent or replacement registration statement relating to the Program Securities. The Notes will be issued pursuant to the provisions of an indenture dated as of February 19, 2016, among the Issuer, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “ Note Trustee ”) (as may be supplemented or amended from time to time, the “ Note Indenture ”). The Warrants will be issued pursuant to the provisions of a warrant indenture, substantially in the form of the warrant indenture filed as an exhibit to the Registration Statement, to be entered into among the among the Issuer, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “ Warrant Trustee ”) (as may be supplemented or amended from time to time, the “ Warrant Indenture ”). The Program Securities are fully and unconditionally guaranteed by the Guarantor.

NOW IT IS HEREBY AGREED THAT:

1. The Issuer and the Guarantor hereby appoint J.P. Morgan Securities LLC, as Calculation Agent for the Program Securities, upon the terms and subject to the conditions herein set forth, and J.P. Morgan Securities LLC hereby accepts such appointment. The Calculation Agent shall act as an agent of the Issuer and the Guarantor for the purpose of determining any payments to be made on the Program Securities.

2. The Issuer agrees to deliver to the Calculation Agent, prior to the issuance of any Program Securities, copies of the proposed forms of such Program Securities. The Calculation Agent hereby acknowledges its acceptance of the forms of Notes and the forms of Warrants filed as exhibits to the Registration Statement.

3. The Issuer shall notify the Calculation Agent of the issuance of the Program Securities and, at the time of such issuance, shall deliver to the Calculation Agent all information in the possession of the Issuer for the calculation of any payments thereunder. The Calculation Agent shall calculate any payments due on the Program Securities in accordance with the terms of such Program Securities, the Note Indenture or the Warrant Indenture, as applicable, and the

provisions of this Agreement. In addition, the Calculation Agent shall maintain, or cause to be maintained, records permitting it to calculate any amounts due (as set forth in the Program Securities, including any exhibits thereto).

4. Promptly following the determination of any amount due, the Calculation Agent will cause to be forwarded to the Issuer, the Guarantor or the Note Trustee or the Warrant Trustee, as applicable, and any paying agent for the relevant Program Securities information regarding the amount due.

5. The Issuer and the Guarantor, jointly and severally, will pay to the Calculation Agent such compensation as shall be agreed upon and the expenses, including reasonable counsel fees, incurred by the Calculation Agent in connection with its duties hereunder upon receipt of such invoices as the Issuer and the Guarantor shall reasonably require.

6. Notwithstanding any satisfaction or discharge of the Notes or the Note Indenture, or the Warrants or the Warrant Indenture, as applicable, the Issuer and the Guarantor, jointly and severally, will indemnify the Calculation Agent against any losses, liabilities, costs, claims, actions or demands which it may incur or sustain or which may be made against it in connection with its appointment or the exercise of its powers and duties hereunder as well as the reasonable costs, including reasonable fees and expenses of counsel in defending any claim, action or demand, except such as may result from the negligence or willful misconduct of the Calculation Agent or any of its employees. The Calculation Agent shall incur no liability and shall be indemnified and held harmless by the Issuer and the Guarantor for, or in respect of, any actions taken or suffered to be taken in good faith by the Calculation Agent in reliance upon (i) the written opinion or advice of counsel or (ii) written instructions from the Issuer or the Guarantor.

7. The Calculation Agent accepts its obligations herein set forth upon the terms and conditions hereof, including the following, to all of which the Issuer and the Guarantor agree:

(i) in acting under this Agreement and in connection with the Program Securities, the Calculation Agent, acting as agent for the Issuer and the Guarantor, does not assume any obligation towards, or any relationship of agency or trust for or with, any of the holders of the Program Securities;

(ii) unless herein otherwise specifically provided, any order, certificate, notice, request or communication from the Issuer or the Guarantor made or given under any provision of this Agreement shall be sufficient if signed or given by any person whom the Calculation Agent reasonably believes to be a duly authorized officer or attorney-in-fact of the Issuer or the Guarantor, as applicable;

(iii) the Calculation Agent shall be obligated to perform only such duties as are expressly set forth herein and any duties necessarily incidental thereto;

(iv) the Calculation Agent shall be protected and shall incur no liability for or in respect of any action taken or omitted to be taken or anything suffered in good faith by it in reliance upon anything contained in the Program

Securities, the Note Indenture or the Warrant Indenture, as applicable, or any information supplied to it by the Issuer or the Guarantor pursuant to this Agreement, including the information to be supplied pursuant to paragraph 3 above;

(v) the Calculation Agent, whether acting for itself or in any other capacity, may become the owner or pledgee of Program Securities with the same rights as it would have had if it were not acting hereunder as Calculation Agent; and

(vi) the Calculation Agent shall incur no liability hereunder except for loss sustained by reason of its own negligence or willful misconduct.

8. (a) Except as provided below, the Calculation Agent may at any time resign as Calculation Agent by giving written notice to the Issuer, the Guarantor, the Note Trustee and the Warrant Trustee, as applicable, of such intention on its part, specifying the date on which its desired resignation shall become effective, provided that such notice shall be given not less than 60 days prior to the said effective date unless the Issuer, the Guarantor, the Note Trustee and the Warrant Trustee, as applicable, otherwise agree in writing; provided, however, if the Calculation Agent has given not less than 60 days’ prior notice of its desired resignation, and during such 60 days a successor Calculation Agent has not accepted its appointment as successor Calculation Agent, the Calculation Agent so resigning may petition any court of competent jurisdiction for the appointment of a successor Calculation Agent. The Issuer and the Guarantor covenant that they shall appoint a successor Calculation Agent as soon as practicable after receipt of any notice of resignation hereunder.

(b) Except as provided below, the Calculation Agent may be removed by the furnishing with it, the Note Trustee and the Warrant Trustee, as applicable, of an instrument in writing signed by the Issuer and the Guarantor specifying such removal and the date it shall become effective (such effective date being at least 20 days after such instrument is furnished).

(i) the appointment by the Issuer and the Guarantor as provided herein of a successor Calculation Agent; and

(ii) the acceptance of such appointment by such successor Calculation Agent.

Upon its resignation or removal becoming effective, the retiring Calculation Agent shall be entitled to the payment of its compensation and the reimbursement of all expenses (including reasonable counsel fees) incurred by such retiring Calculation Agent pursuant to paragraph 5 hereof.

(d) If at any time the Calculation Agent shall resign or be removed, or shall become incapable of acting or shall be adjudged bankrupt or insolvent, or liquidated or dissolved, or an order is made or an effective resolution is passed to wind up the Calculation

Agent, or if the Calculation Agent shall file a voluntary petition in bankruptcy or make an assignment for the benefit of its creditors, or shall consent to the appointment of a receiver, administrator or other similar official of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if a receiver, administrator or other similar official of the Calculation Agent or of all or any substantial part of its property shall be appointed, or if any order of any court shall be entered approving any petition filed by or against the Calculation Agent under the provisions of any applicable bankruptcy or insolvency law, or if any public officer shall take charge or control of the Calculation Agent or its property or affairs for the purpose of rehabilitation, conservation or liquidation, then a successor Calculation Agent shall be appointed by the Issuer and the Guarantor by an instrument in writing furnished to the successor Calculation Agent, the Note Trustee and the Warrant Trustee, as applicable. Upon the appointment of a successor Calculation Agent and acceptance by the latter of such appointment, the former Calculation Agent shall cease to be Calculation Agent hereunder.

(e) Any successor Calculation Agent appointed hereunder shall execute and deliver to its predecessor, the Issuer, the Guarantor, the Note Trustee and the Warrant Trustee, as applicable, an instrument accepting such appointment hereunder, and thereupon such successor Calculation Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, immunities, duties and obligations of such predecessor with like effect as if originally named as the Calculation Agent hereunder, and such predecessor, upon payment of its compensation, charges and disbursements then unpaid, shall thereupon become obliged to transfer and deliver, and such successor Calculation Agent shall be entitled to receive, copies of any relevant records maintained by such predecessor Calculation Agent.

(f) Any corporation or other entity into which the Calculation Agent may be merged or converted or any corporation or other entity with which the Calculation Agent may be consolidated or any corporation resulting from any merger, conversion or consolidation to which the Calculation Agent shall be a party shall, to the extent permitted by applicable law, be the successor Calculation Agent under this Agreement without the execution or filing or any paper or any further act on the part of any of the parties hereto. Notice of any such merger, conversion or consolidation shall forthwith be given to the Issuer, the Guarantor, the Note Trustee and the Warrant Trustee, as applicable.

(g) The provision of paragraph 6 hereof shall survive any resignation or removal of the Calculation Agent hereunder.

9. Any notice required to be given hereunder shall be delivered in person, sent by letter or telex or telecopy or communicated by telephone (subject, in the case of communication by telephone, to confirmation dispatched within two business days by letter, telex or telecopy), in the case of the Issuer, to it at the address set forth in the heading of this Agreement, Attention: C&IB Treasury; in the case of the Guarantor, to it at the address set forth in the heading of this Agreement, Attention: Corporate Treasury; in the case of the Calculation Agent, to it at the address set forth in the heading of this Agreement, Attention: Structured Investments, Distributor Marketing Desk; in the case of the Note Trustee, to it at 60 Wall Street, 16th Floor MS: NYC60-1630, New York, NY 10005, Fax: (732) 578-4635, Attention: Corporate Team Deal Manager – Global Medium-Term Notes, Series A, with a copy to Deutsche Bank Trust Americas, c/o

Deutsche Bank National Trust Company, Corporate Trust, 100 Plaza One, MS: JCY03-0699, Jersey City, NJ 07311, Fax: (732) 578-4635, Attention: Corporates Team Deal Manager – Global Medium-Term Notes, Series A and in the case of the Warrant Trustee, to it at 60 Wall Street, 16th Floor MS: NYC60-1630, New York, NY 10005, Fax: (732) 578-4635, Attention: Corporate Team Deal Manager – JPM Global Warrants, Series A, with a copy to Deutsche Bank Trust Americas, c/o Deutsche Bank National Trust Company, Corporate Trust, 100 Plaza One, MS: JCY03-0699, Jersey City, NJ 07311, Fax: (732) 578-4635, Attention: Corporates Team Deal Manager – JPM Global Warrants, Series A; or, in any case, to any other address of which the party receiving notice shall have notified the party giving such notice in writing.

10. This Agreement may be amended only by a writing duly executed and delivered by each of the parties signing below.

11. The provisions of this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York.

This Agreement may be executed in counterparts and the executed counterparts shall together constitute a single instrument.

IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the date and year first above written.

				JPMORGAN CHASE FINANCIAL COMPANY LLC


			By:
				Name:
				Title:

				JPMORGAN CHASE & CO.


			By:
				Name:
				Title:

				J.P. MORGAN SECURITIES LLC


			By:
				Name:
				Title:

Exhibit 4(r)(2)

PAYING AGENT, REGISTRAR & TRANSFER AGENT AND
AUTHENTICATING AGENT AGREEMENT

THIS AGREEMENT is dated as of [ ], and shall remain in effect thereafter, among JPMorgan Chase Financial Company LLC, a Delaware limited liability company (the “ Issuer ”), JPMorgan Chase & Co., a Delaware corporation (the “ Guarantor ”), Deutsche Bank Trust Company Americas, a New York banking corporation as trustee under the Note Indenture (as defined below) (the “ Note Trustee ”), Deutsche Bank Trust Company Americas, a New York banking corporation as trustee under the Warrant Indenture (as defined below) (the “ Warrant Trustee ”), The Bank of New York Mellon, a New York banking corporation, in each of its capacities hereunder (“ BNY Mellon ”) and The Bank of New York Mellon, London Branch, in each of its capacities hereunder (“ BNY Mellon London ” and, together with BNY Mellon, each, an “ Agent ” and collectively, the “ Agents ”).

WITNESSETH:

WHEREAS, the Issuer, the Guarantor and the Note Trustee have entered into an Indenture, dated as of February 19, 2016 (as may be supplemented or amended from time to time, the “ Note Indenture ”), pursuant to which the Issuer may issue its unsecured debentures, notes or other evidences of indebtedness to be issued in one or more series (the “ Notes ”);

WHEREAS, the Issuer, the Guarantor and the Warrant Trustee expect to enter into a Warrant Indenture, substantially in the form attached hereto as Exhibit A (as may be supplemented or amended from time to time, the “ Warrant Indenture ” and, together with the Note Indenture, the “ Indentures ”), pursuant to which the Issuer may issue its warrants to be issued in one or more series (the “ Warrants ” and, together with the Notes, the “ Program Securities ”);

WHEREAS, the Program Securities are fully and unconditionally guaranteed by the Guarantor;

WHEREAS, the Issuer and the Guarantor wish to appoint (a) BNY Mellon as paying agent, registrar and transfer agent under each Indenture with respect to Program Securities for which The Depository Trust Company shall initially act as the Depositary pursuant to each of Section 2.04 of the Note Indenture and Section 2.04 of the Warrant Indenture (with respect to BNY Mellon, the “ Relevant Securities ”) and (b) BNY Mellon London as paying agent, registrar and transfer agent under each Indenture with respect to Program Securities for which a foreign clearing agency (such as Euroclear Bank SA/NV and/or Clearstream Banking, S.A., Luxembourg) shall initially act as the Depositary pursuant to each of Section 2.04 of the Note Indenture and Section 2.04 of the Warrant Indenture (with respect to BNY Mellon London, the “ Relevant Securities ”);

WHEREAS, the Issuer, the Guarantor and the Note Trustee wish to appoint each Agent as authenticating agent under the Note Indenture with respect to the Relevant Securities with respect to such Agent;

WHEREAS, the Issuer, the Guarantor and the Warrant Trustee wish to appoint each Agent as authenticating agent under the Warrant Indenture with respect to the Relevant Securities with respect to such Agent;

WHEREAS, all things necessary to make this Agreement a valid agreement according to the terms of each Indenture have been done;

NOW, THEREFORE, the Issuer, the Guarantor, the Note Trustee, the Warrant Trustee and each Agent, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby mutually covenant and agree as follows:

Section 1 . Paying Agents. (a) Appointment . In accordance with and subject to each of Section 3.04 of the Note Indenture and Section 3.04 of the Warrant Indenture, the Issuer and the Guarantor hereby appoint each Agent, and each Agent hereby accepts such appointment, to act, on the terms and conditions specified herein, as paying agent in connection with any series of the Relevant Securities with respect to such Agent issued under either Indenture, unless the parties hereto otherwise agree to the contrary.

(b) Availability of Funds . The Issuer or the Guarantor shall assure that funds are available to the relevant Agent not later than 12:00 noon New York City time on or prior to (1) each due date of the principal of or interest on the Notes of any series in immediately available funds sufficient to pay the principal of, and interest on, each of the Notes of such series (together with any additional amounts payable pursuant to the terms of such Notes) and (2) each payment date of any amount payable on the Warrants of any series in immediately available funds sufficient to pay any amount payable on each of the Warrants of such series. The Issuer or the Guarantor, as the case may be, shall promptly notify the Note Trustee or the Warrant Trustee, as the case may be, of any failure to take such action. When used herein, the terms “principal” and “interest” shall have the meanings ascribed to them in Section 1.01 of the Note Indenture.

(c) Application of Funds; Return of Unclaimed Funds . Until used or applied as herein provided and except as otherwise provided in the terms of any series of Program Securities, all funds made available to the relevant Agent hereunder shall be held for the purposes for which they were received but need not be segregated from other funds except to the extent required by law. Any moneys remaining unclaimed at the end of two years after the date on which such principal, interest or additional amounts with respect to Notes of any series or such amount payable on Warrants of any series shall have become due and payable shall, upon written request of the Issuer or the Guarantor, as the case may be, be repaid to the Issuer or the Guarantor, as the case may be.

(d) Agreements with the Note Trustee and the Warrant Trustee . Each Agent shall (i) hold all sums received by it as such agent for the payment of the principal of or interest on the Notes of any series or amount payable on the Warrant of any series, as the case may be (whether such sums have been paid to it by the Issuer, the Guarantor or by any other obligor on the Notes of such series or the Warrants of such series, as the case may be) in trust for the benefit of the holders of the Notes of such series or the Coupons appertaining thereto, if any, or the holders of the Warrants of such series, as the case may be, and (ii) give the Note Trustee or the Warrant Trustee, as the case may be, notice of any failure by the Issuer, the Guarantor or by any other obligor on the Notes of such series or Warrants of such series, as the case may be, to make any payment of the principal of or interest on the Notes or amount payable on the Warrants, as the case may be, when the same shall be due and payable.

(e) No Agency Relationship . In acting under this Agreement or in connection with any series of Program Securities issued under either Indenture, each Agent is acting solely as agent of the Issuer and the Guarantor and shall not assume any relationship of agency or trust for or with any holder of such Program Securities, except that all funds held by an Agent for payment of principal of or interest on the Notes or amounts payable on the Warrants, as the case may be, shall be held in trust by it and applied to payments of the relevant Program Securities subject to the limitations set forth herein and in the terms of such Program Securities.

Section 2 . Registrars and Transfer Agents. (a) Appointment . The Issuer and the Guarantor hereby appoint each Agent, and each Agent hereby accepts such appointment, to act, on the terms and conditions specified herein, as registrar and transfer agent in connection with any series of the Relevant Securities with respect to such Agent issued under either Indenture, unless the parties hereto otherwise agree to the contrary.

(b) Rights and Obligations . Each Agent shall have the same rights and obligations with respect to the registration and transfer of any series of the Relevant Securities with respect to such Agent that the Issuer has outstanding, as provided under Sections 2.08 and 3.02 of the Note Indenture and Sections 2.08 and 3.02 of the Warrant Indenture, as applicable.

Section 3 . Authenticating Agents. (a) Appointment . In accordance with and subject to each of Section 6.13 of the Note Indenture and Section 6.13 of the Warrant Indenture, the Issuer, the Guarantor, the Note Trustee (with respect to the Notes) and the Warrant Trustee (with respect to the Warrants) hereby appoint each Agent, and each Agent hereby accepts such appointment, to act, on the terms and conditions specified herein, as authenticating agent on behalf of the Note Trustee or the Warrant Trustee, as the case may be, to authenticate the Relevant Securities with respect to such Agent, including such Relevant Securities issued upon exchange, registration of transfer, partial redemption or pursuant to Section

2.09 of the Note Indenture or Section 2.09 of the Warrant Indenture, as applicable, unless the parties hereto otherwise agree to the contrary.

(b) Representation and Warranty of Each Agent . Each Agent hereby represents and warrants that it is, and at all times during which this Agreement is in effect will be, (i) a corporation organized and doing business under the laws of the United States of America or of any State, (ii) authorized under such laws to exercise corporate trust powers, (iii) an institution having a combined capital and surplus of at least $50,000,000 (determined as provided in each of Section 6.09 of the Note Indenture and Section 6.09 of the Warrant Indenture with respect to the Note Trustee and the Warrant Trustee, respectively) and (iv) subject to supervision or examination by Federal or State authority.

(c) Authorized Representatives . From time to time the Issuer will furnish each Agent with a certificate or similar form of evidence of the Issuer demonstrating the incumbency of officers authorized to execute Program Securities and Issuer Orders on behalf of the Issuer (an “ Authorized Representative ”). Until an Agent receives a subsequent incumbency certificate or similar form of evidence of the Issuer, such Agent shall be entitled to rely on the last such certificate or similar form of evidence delivered to it for purposes of determining the Authorized Representatives.

(d) Reliance on an Issuer Order . No authenticating agent hereunder shall incur liability to the Issuer in acting hereunder on instructions which the recipient believed in good faith to have been given by an Authorized Representative.

Section 4 . Liability. None of the Agents and their respective officers and employees shall be liable for any act or omission hereunder except in the case of gross negligence or willful misconduct. The duties and obligations of the Agents and their respective officers and employees shall be determined by the express provisions of this Agreement, and they shall not be liable except for the performance of such duties and obligations as are specifically set forth herein, and no implied covenants shall be read into this Agreement against them. Each Agent may consult with counsel and shall be fully protected in any action taken in good faith in reliance on the advice of counsel. None of the Agents and their respective officers and employees shall be required to ascertain whether any issuance or sale of Program Securities (or any amendment or termination of this Agreement) has been duly authorized or is in compliance with any other agreement to which the Issuer is a party (whether or not the relevant Agent is also a party of such other agreement). Each Agent may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. No Agent shall be liable for any action taken, suffered, or omitted to be

taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by the relevant Indenture.

Section 5 . Indemnification. The Issuer and the Guarantor, jointly and severally, agree to indemnify and hold harmless each Agent and its directors, officers, employees and agents from and against any and all liabilities (including liability for penalties), losses, claims, damages, actions, suits, judgments, demands, costs and expenses (including reasonable legal fees and expenses) relating to or arising out of or in connection with its or their performance under this Agreement, except to the extent that they are caused by the gross negligence or willful misconduct of such Agent. The foregoing indemnity includes, but is not limited to, any action taken or omitted in good faith within the scope of this Agreement upon telephone, telecopier or other electronically transmitted instructions, if authorized herein, received from or believed by the relevant Agent in good faith to have been given by an Authorized Representative. In no event shall any Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if such Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. This indemnity shall survive the resignation or removal of such Agent and the satisfaction or termination of this Agreement.

Section 6 . The Note Trustee and the Warrant Trustee. The Note Trustee and the Warrant Trustee shall be afforded all of the rights, powers, protections, immunities and indemnities set forth in the Note Indenture and the Warrant Indenture, respectively, as if such rights, powers, immunities and indemnities were specifically set forth herein.

Section 7 . Compensation of Each Agent. The Issuer and the Guarantor, jointly and severally, agree to promptly pay the compensation of each Agent at such rates as shall be agreed upon from time to time and to reimburse such Agent its out-of-pocket expenses (including reasonable legal fees and expenses), disbursements and advances incurred or made in accordance with any provisions of this Agreement. The obligations of the Issuer and the Guarantor to each Agent pursuant to this Section shall survive the resignation or removal of such Agent and the satisfaction or termination of this Agreement.

Section 8 . Notices. Notices and other communications hereunder shall be in writing and shall be addressed as follows, or to such other addresses as the parties hereto shall specify from time to time, or by fax or email communication in a PDF format:

(i) if to the Issuer:

JPMorgan Chase Financial Company LLC
383 Madison Avenue, Floor 21
New York, New York 10179
Attention: Patrick Dempsey

Phone: (212) 622-8007
Fax: (917) 849-4715

(ii) if to the Guarantor:

JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
Attention: Irene Apotovsky
Phone: (212) 834-4808
Fax: (212) 270-0819

(iii) if to BNY Mellon:

The Bank of New York Mellon
as Paying Agent, Registrar & Transfer Agent and Authenticating Agent
Corporate Trust
101 Barclay Street
New York, New York 10286
Attention: Chris O’Mahoney
Phone: (212) 623-0399
Fax: (212) 623-6274

(iv) if to BNY Mellon London:

The Bank of New York Mellon, London Branch
as Paying Agent, Registrar & Transfer Agent and Authenticating Agent
Corporate Trust Services
One Canada Square
London, E14 5AL

(v) if to the Note Trustee:

Deutsche Bank Trust Company Americas
Trust & Agency Services
60 Wall Street, 16th Floor
MS: NYC60-1630
New York, New York 10005
Attention: Corporates Team Deal Manager – JPMorgan Chase Financial Company LLC
Fax: (732) 578-4635

with a copy to:

Deutsche Bank Trust Company Americas
c/o Deutsche Bank National Trust Company
Trust Agency Services

100 Plaza One, 6th Floor

MS: JCY03-0699
Jersey City, New Jersey 07311
Attention: Corporates Team Deal Manager – JPMorgan Chase Financial Company LLC
Fax: (732) 578-4635

(vi) if to the Warrant Trustee:

with a copy to:

Deutsche Bank Trust Company Americas
c/o Deutsche Bank National Trust Company
Trust & Agency Services
100 Plaza One
MS: JCY03-0699
Jersey City, New Jersey 07311
Attention: Corporates Team Deal Manager – JPMorgan Chase Financial Company LLC
Fax: (732) 578-4635

Section 9 . Resignation or Removal of an Agent. (a) Resignation by an Agent . Subject to Section 9(c), each Agent may at any time resign in its capacity as any agent designated hereunder by giving written notice to the Issuer and the Guarantor (and, in the case of resignation in its capacity as an authenticating agent, to the Note Trustee or the Warrant Trustee, as the case may be) of such intention on its part, specifying the date on which its desired resignation shall become effective; provided, however , that such date shall be not less than three months after the giving of such notice by such Agent to the Issuer and the Guarantor and, if applicable, to the Note Trustee or the Warrant Trustee, as the case may be.

(b) Removal by Issuer and the Guarantor . The Issuer and the Guarantor may at any time remove any Agent in its capacity as any agent designated hereunder by giving written notice to such Agent specifying such capacity upon which the removal relates and the date upon which it is intended to become effective.

(c) Effective Date . Such resignation or removal shall take effect on the date of the appointment by the Issuer and the Guarantor (and if applicable, the Note Trustee or the Warrant Trustee, as the case may be) of a successor agent and the acceptance of such appointment by such successor agent. In the event of resignation by an Agent in any capacity, if a successor agent has not been appointed by the Issuer and the Guarantor within three months after the giving of notice by such Agent of its intention to resign in such capacity, such Agent may, at the expense of the Issuer and the Guarantor, petition any court of competent jurisdiction for appointment of a successor agent.

Section 10 . Information and Document to Be Delivered In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including, without limitation, those relating to the funding of terrorist activities and money laundering, including Section 326 of the USA PATRIOT Act of the United States (“Applicable Law”), each of the Note Trustee and the Warrant Trustee is required to obtain, verify, record and update certain information relating to individuals and entities which maintain a business relationship with the Note Trustee and the Warrant Trustee. Accordingly, each of the parties agree to provide to each of the Note Trustee and the Warrant Trustee, upon its request from time to time such identifying information and documentation as may be available for such party in order to enable each of the Note Trustee and the Warrant Trustee to comply with Applicable Law.

Section 11 . Benefit of Agreement. This Agreement is solely for the benefit of the parties hereto, their successors and assigns, and no other person shall acquire or have any right under or by virtue hereof.

Section 12 . Program Securities Held by an Agent. Each Agent, in its individual or other capacity, may become the owner or pledgee of the Program Securities with the same rights it would have if it were not acting as a paying agent, a registrar and transfer agent or an authenticating agent hereunder.

Section 13 . Governing Law. This Agreement is to be delivered and performed in the State of New York, and shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of New York.

Section 14 . Counterparts. This Agreement may be executed by the parties hereto in any number of counterparts, and by each of the parties hereto in separate counterparts. Each such counterpart, when so executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 15 . Capitalized Terms. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Note Indenture or the Warrant Indenture, as applicable.

SECTION 16 . Merger, Conversion, Consolidation or Succession to Business of Preference Security Paying Agent. Subject to Section 9(b) hereof, any person into which any Agent may be merged or converted or with which it may be consolidated, or any person resulting from any merger, conversion or consolidation to which any Agent shall be a party, or any person succeeding to all or substantially all of the corporate trust business of any Agent shall be the successor of such Agent in each capacity hereunder; provided that such person shall be otherwise qualified and eligible under this Agreement, without the execution or filing of any paper or any further act on the part of any of the parties hereto.

SECTION 17 . No Knowledge of Amendments to either Indenture. Each Agent, in each of its capacities hereunder, shall not be deemed to have any knowledge of any amendments to the Sections of either Indenture referenced herein after the date hereof, and any amendments to the Sections of either Indenture referenced herein after the date hereof will not modify the duties or obligations of any Agent unless and until a copy of such amendment has been furnished to such Agent at its address specified herein.

SECTION 18. Waiver of Jury Trial. E ach of the Issuer, the Guarantor, EACH AGENT, the Note Trustee and the Warrant Trustee hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this agreement.

SECTION 19. Force Majeure. In no event shall any Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that each Agent shall use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on their behalf by their officers thereunto duly authorized, all as of the date and year first above written.

JPMORGAN CHASE FINANCIAL COMPANY LLC


By:
	Name:
	Title:

JPMORGAN CHASE & CO.


By:
	Name:
	Title:

THE BANK OF NEW YORK MELLON


By:
	Name:
	Title:

THE BANK OF NEW YORK MELLON, LONDON BRANCH


By:
	Name:
	Title:

DEUTSCHE BANK TRUST COMPANY
AMERICAS as Note Trustee


By:
	Name:
	Title:

By:
	Name:
	Title:


DEUTSCHE BANK TRUST COMPANY


AMERICAS as Warrant Trustee


By:
	Name:
	Title:

By:
	Name:
	Title:

Exhibit A

JPMORGAN CHASE FINANCIAL COMPANY LLC,
as Issuer

JPMORGAN CHASE & CO.,
as Guarantor

AND

DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee

Warrant Indenture

dated as of [ ]

____________________________________________

CROSS REFERENCE SHEET ^*

Section of the Act	Section of Indenture
310(a)(1) and (2)	‎‎ 6.09
310(a)(3) and (4)	Inapplicable
310(b)	‎‎ 6.08 and ‎‎ 6.10(a), ‎‎ 6.10(b) and ‎‎ 6.10(c)
312(a)	‎‎ 4.01 and ‎‎ 4.02(a)
312(b)	‎‎ 4.02(b)
312(c)	‎‎ 4.02(c)
313(a)	‎4.04
313(b)(1)	Inapplicable
313(b)(2)	‎ Inapplicable
313(c)	‎‎ 4.04
313(d)	‎ 4.04
314(a)	3.05 and ‎‎ 4.03
314(b)	Inapplicable
314(c)(1) and (2)	‎‎ 11.05
314(c)(3)	Inapplicable
314(d)	Inapplicable
314(e)	‎‎ 11.05
314(f)	Inapplicable
315(a), (c) and (d)	‎ 6.01
315(b)	‎‎ 5.11
315(e)	‎‎ 5.12
316(a)(1)	‎‎ 5.09
316(a)(2)	Not required
316(a) (last sentence)	‎ 7.04
316(b)	‎‎ 5.07
317(a)	‎‎ 5.02
317(b)	‎‎ 3.04(a) and ‎‎ 3.04(b)
318(a)	‎‎ 11.07

^* This Cross Reference Sheet is not part of the Indenture.

TABLE OF CONTENTS

Page

Article 1
Definitions

Section 1.01 Certain Terms Defined	1

Article 2
Securities

Section 2.01 Forms Generally	7
Section 2.02 Form of Trustee’s Certificate of Authentication	8
Section 2.03 Quantity Unlimited; Issuable in Series	9
Section 2.04 Authentication and Delivery of Securities	11
Section 2.05 Execution of Securities	14
Section 2.06 Certificate of Authentication	15
Section 2.07 Denomination and Date of Securities	15
Section 2.08 Registration, Transfer and Exchange	15
Section 2.09 Mutilated, Defaced, Destroyed, Lost and Stolen Securities	19
Section 2.10 Cancellation of Securities; Destruction Thereof	20
Section 2.11 Temporary Securities	20
Section 2.12 Calculation Agent Determinations	21

Article 3
Covenants of the Issuer and the Guarantor

Section 3.01 Payment of Money	21
Section 3.02 Offices for Payments, Etc.	22
Section 3.03 Appointment to Fill a Vacancy in Office of Trustee	23
Section 3.04 Paying Agents	23
Section 3.05 Written Statement to Trustee	24
Section 3.06 Luxembourg Publications	24

Article 4
Securityholders Lists and Reports by the Issuer, the Guarantor and the Trustee

Section 4.01 Issuer and Guarantor to Furnish Trustee Information as to Names and Addresses of Securityholders	24
Section 4.02 Preservation and Disclosure of Securityholders Lists	25
Section 4.03 Reports by the Issuer and Guarantor	25
Section 4.04 Reports by the Trustee	25

Article 5
Remedies of the Trustee and Securityholders on Event of Default

Section 5.01 Event of Default Defined	26
Section 5.02 Collection of Amounts Due by Trustee; Trustee May Prove Contractual Obligation	27
Section 5.03 Application of Proceeds	30
Section 5.04 Suits for Enforcement	30
Section 5.05 Restoration of Rights on Abandonment of Proceedings	31
Section 5.06 Limitations on Suits by Securityholders	31
Section 5.07 Unconditional Right of Securityholders to Institute Certain Suits	32
Section 5.08 Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default	32
Section 5.09 Control by Securityholders	32
Section 5.10 Waiver of Past Defaults	33
Section 5.11 Trustee to Give Notice of Default, but May Withhold in Certain Circumstances	33
Section 5.12 Right of Court to Require Filing of Undertaking to Pay Costs	34

Article 6
Concerning the Trustee

Section 6.01 Duties and Responsibilities of the Trustee; During Default; Prior to Default	34
Section 6.02 Certain Rights of the Trustee	36
Section 6.03 Trustee Not Responsible for Recitals, Disposition of Securities or Application of Proceeds Thereof	38
Section 6.04 Trustee and Agents May Hold Securities, Collections, Etc.	38
Section 6.05 Monies Held by Trustee	38
Section 6.06 Compensation and Indemnification of Trustee and Its Prior Claim	38
Section 6.07 Right of Trustee to Rely on Officer’s Certificate, Etc.	39
Section 6.08 Conflicting Interests	39
Section 6.09 Persons Eligible for Appointment as Trustee	40
Section 6.10 Resignation And Removal; Appointment of Successor Trustee	41
Section 6.11 Acceptance of Appointment by Successor Trustee	42
Section 6.12 Merger, Conversion, Consolidation or Succession of Business of Trustee	43
Section 6.13 Appointment of Authenticating Agent	44

Article 7
Concerning the Securityholders

Section 7.01 Evidence of Action Taken by Securityholders	45

Section 7.02 Proof of Execution of Instruments and of Holding of Securities	45
Section 7.03 Holders to Be Treated as Owners	46
Section 7.04 Securities Owned by Issuer or Guarantor Deemed Not Outstanding	46
Section 7.05 Right of Revocation of Action Taken	47

Article 8
Supplemental Indentures

Section 8.01 Supplemental Indentures Without Consent of Securityholders	47
Section 8.02 Supplemental Indentures with Consent of Securityholders	49
Section 8.03 Effect of Supplemental Indenture	51
Section 8.04 Documents to Be Given to Trustee	51
Section 8.05 Notation on Securities in Respect of Supplemental Indentures	51
Section 8.06 Notification of Holders of Any Supplemental Indenture	51

Article 9
Consolidation, Merger, Sale, Conveyance or Transfer

Section 9.01 Issuer May Consolidate, Etc., on Certain Terms	52
Section 9.02 Guarantor May Consolidate, Etc., on Certain Terms	52
Section 9.03 Successor Person to Be Substituted	53
Section 9.04 Opinion of Counsel to Trustee	53

Article 10
Satisfaction and Discharge of Indenture; Unclaimed Monies

Section 10.01 Satisfaction and Discharge of Indenture	54
Section 10.02 Application by Trustee of Funds Deposited for Payment of Securities	55
Section 10.03 Repayment of Monies Held by Paying Agent	55
Section 10.04 Return of Monies Held by Trustee and Paying Agent Unclaimed for Two Years	55
Section 10.05 Indemnity for U.S. Government Obligations	56

Article 11
Miscellaneous Provisions

Section 11.01 Incorporators, Stockholders, Officers and Directors of Issuer and Guarantor Exempt from Individual Liability	56
Section 11.02 Provisions of Indenture for the Sole Benefit of Parties and Holders of Securities	57
Section 11.03 Successors and Assigns of Issuer and Guarantor Bound by Indenture	57
Section 11.04 Notices and Demands on Issuer, Guarantor, Trustee and Holders of Securities	57

iii

Section 11.05 Officer’s Certificates and Opinions of Counsel; Statements to Be Contained Therein	58
Section 11.06 Payments Due on Saturdays, Sundays and Holidays	59
Section 11.07 Conflict of Any Provision of Indenture with Trust Indenture Act of 1939	59
Section 11.08 New York Law to Govern	59
Section 11.09 Counterparts	60
Section 11.10 Effect of Headings	60
Section 11.11 Judgment Currency	60

Article 12
Redemption of Securities

Section 12.01 Applicability of Article	61
Section 12.02 Notice of Redemption; Partial Redemptions	61
Section 12.03 Payment of Securities Called for Redemption	62
Section 12.04 Exclusion of Certain Securities from Eligibility for Selection for Redemption	63

Article 13
Repurchase of Securities at the Option of the Holder

Section 13.01 Applicability of Article	63
Section 13.02 Minimum Repurchase Amount	63
Section 13.03 Notice of Repurchase; Partial Repurchase	63
Section 13.04 Payment of Securities Subject to Repurchase	64
Section 13.05 Repurchase by Remarketing Entities	64

Article 14
Guarantee

Section 14.01 The Guarantee	64
Section 14.02 Guarantee Unconditional	64
Section 14.03 Discharge; Reinstatement	66
Section 14.04 Waiver by the Guarantor	66
Section 14.05 Subrogation	66
Section 14.06 Savings Clause	66
Section 14.07 Execution and Delivery of Guarantee	67
Section 14.08 Not Insured	67