Obligation JPMorgan Chase & Co. 5.4% ( US48126BAA17 ) en USD

JPMorgan Chase & Co.

100.115 % ▲

Etas-Unis

US48126BAA17 ( en USD )

5.4% par an ( paiement semestriel )

05/01/2042

Prospectus brochure de l'obligation JPMorgan Chase & Co US48126BAA17 en USD 5.4%, échéance 05/01/2042

2 000 USD

1 250 000 000 USD

48126BAA1

A ( Qualité moyenne supérieure )

A1 ( Qualité moyenne supérieure )

06/07/2025 ( Dans 58 jours )

JPMorgan Chase & Co. est une société financière américaine multinationale offrant des services bancaires d'investissement, de gestion d'actifs, de banque commerciale et de services de cartes de crédit à des clients particuliers, des entreprises et des institutions dans le monde entier.

L'Obligation émise par JPMorgan Chase & Co. ( Etas-Unis ) , en USD, avec le code ISIN US48126BAA17, paye un coupon de 5.4% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 05/01/2042

L'Obligation émise par JPMorgan Chase & Co. ( Etas-Unis ) , en USD, avec le code ISIN US48126BAA17, a été notée A1 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par JPMorgan Chase & Co. ( Etas-Unis ) , en USD, avec le code ISIN US48126BAA17, a été notée A ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/19617/000119312511343860/d...
424B2 1 d272214d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-169900
CALCULATION OF REGISTRATION FEE

Maximum
Title of Each Class of
Aggregate
Amount of
Securities to be Registered

Offering Price(1)

Registration Fee(1)
5.400% Notes due 2042

$1,250,000,000
$143,250

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933.

1 of 46
12/16/2011 4:00 PM

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/19617/000119312511343860/d...
Table of Contents
Prospectus Supplement
(To Prospectus dated October 13, 2010)

$1,250,000,000
5.400% Notes due 2042
Interest payable January 6 and July 6
Issue price: 99.835%

The notes wil mature on January 6, 2042. Interest on the notes wil accrue from December 22, 2011. We cannot
redeem the notes prior to their maturity. There is no sinking fund for the notes.

The notes are unsecured and wil have the same rank as our other unsecured and unsubordinated debt obligations.

The notes are not deposits or other obligations of a bank and are not insured by the Federal Deposit Insurance
Corporation or any other governmental agency.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of
the notes or determined that this prospectus supplement or the attached prospectus is accurate or complete. Any
representation to the contrary is a criminal offense.

Underwriting

Price to Public

Discounts

Proceeds to Us
Per Note

99.835%

0.875%

98.960%
Total

$1,247,937,500
$10,937,500
$1,237,000,000

The notes wil not be listed on any securities exchange. Currently, there is no public trading market for the notes.

We expect to deliver the notes to investors through the book-entry delivery system of The Depository Trust Company
and its direct participants, including Euroclear and Clearstream, on or about December 22, 2011.

Our affiliates, including J.P. Morgan Securities LLC, may use this prospectus supplement and the attached prospectus in
connection with offers and sales of the notes in the secondary market. These affiliates may act as principal or agent in
those transactions. Secondary market sales wil be made at prices related to market prices at the time of sale.

J.P. Morgan

December 15, 2011
2 of 46
12/16/2011 4:00 PM

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/19617/000119312511343860/d...
Table of Contents
In making your investment decision, you should rely only on the information contained or incorporated by reference in this
prospectus supplement and the attached prospectus. We have not authorized anyone to provide you with any other
information. If you receive any information not authorized by us, you should not rely on it.

We are offering to sell the notes only in places where sales are permitted.

You should not assume that the information contained or incorporated by reference in this prospectus supplement or the
attached prospectus is accurate as of any date other than its respective date.

TABLE OF CONTENTS

Page
Prospectus Supplement

JPMorgan Chase & Co.
S-3

Use of Proceeds
S-3

Consolidated Ratio of Earnings To Fixed Charges
S-3

Description of the Notes
S-4

Certain United States Federal Income and Estate Tax Consequences to Non-United States Persons
S-5

Certain ERISA Matters
S-7

Underwriting
S-8
Conflicts of Interest
S-9

Independent Registered Public Accounting Firm
S-10
Legal Opinions
S-10

Page
Prospectus

Summary

2

Consolidated Ratios of Earnings to Fixed Charges and Preferred Stock Dividend Requirements

6

Where You Can Find More Information About JPMorgan Chase

7

Important Factors That May Affect Future Results

8

Use of Proceeds

10
Description of Debt Securities

11
Description of Preferred Stock

20
Description of Common Stock

25
Description of Securities Warrants

26
Description of Currency Warrants

26
Description of Units

28
Book-Entry Issuance

29
Plan of Distribution (Conflicts of Interest)

32
Experts

33
Legal Opinions

33

S-2
3 of 46
12/16/2011 4:00 PM

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/19617/000119312511343860/d...
Table of Contents
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 $2.3 trillion in assets, $182.3 billion in total stockholders' equity and
operations in more than 60 countries as of September 30, 2011. JPMorgan Chase is a leader in investment banking, financial services
for consumers and small business, commercial banking, financial transaction processing and asset management. Under the J.P. Morgan
and Chase brands, JPMorgan Chase serves millions of customers in the U.S. 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.

The principal executive office of JPMorgan Chase is located at 270 Park Avenue, New York, New York 10017-2070, U.S.A., and its
telephone number is (212) 270-6000.

USE OF PROCEEDS

We will use the net proceeds we receive from the sale of the notes offered by this prospectus supplement for general corporate
purposes. General corporate purposes may include the repayment of debt, investments in or extensions of credit to our subsidiaries,
redemption of our securities or the financing of possible acquisitions or business expansion. We may invest the net proceeds
temporarily or apply them to repay debt until we are ready to use them for their stated purpose.

CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
Our consolidated ratios of earnings to fixed charges are as follows:

Nine Months

Ended

Year Ended December 31,

September 30,

2011
2010 2009 2008 2007 2006
Earnings to Fixed Charges:

Excluding Interest on Deposits

3.72
3.51 2.47 1.17 1.95 1.93
Including Interest on Deposits

2.98
2.87 2.02 1.10 1.50 1.52

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.

S-3
4 of 46
12/16/2011 4:00 PM

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/19617/000119312511343860/d...
Table of Contents
DESCRIPTION OF THE NOTES

The following description of the particular terms of our 5.400% Notes due 2042, which we refer to as the notes, supplements the
description of the general terms of the debt securities set forth under the headings "Description of Debt Securities--General" and
"Description of Debt Securities--Senior Debt Securities" in the attached prospectus. Capitalized terms used but not defined in this
prospectus supplement have the meanings assigned in the attached prospectus or the senior indenture referred to in the attached
prospectus.

The notes offered by this prospectus supplement will be issued under the senior indenture between us and Deutsche Bank Trust
Company Americas. The notes will be initially limited to $1,250,000,000 aggregate principal amount and will mature on January 6,
2042. The notes are a series of senior debt securities referred to in the attached prospectus. We have the right to issue additional
notes of such series in the future. Any such additional notes will have the same terms as the notes being offered by this prospectus
supplement but may be offered at a different offering price or have a different initial interest payment date than the notes being offered
by this prospectus supplement. If issued, these additional notes will become part of the same series as the notes being offered by this
prospectus supplement.

We will make all principal and interest payments on the notes in immediately available funds. All sales of the notes, including
secondary market sales, will settle in immediately available funds.

The notes will bear interest at the annual rate of 5.400%. Interest on the notes will accrue from December 22, 2011. We will pay
interest on the notes semi-annually in arrears on January 6 and July 6 of each year, beginning July 6, 2012. We refer to these dates as
"interest payment dates." Interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest will
be paid to the persons in whose names the notes are registered at the close of business on the second business day preceding each
interest payment date.

In the event that any interest payment date for the notes or the stated maturity of the notes falls on a day that is not a business day, the
payment due on that date will be paid on the next day that is a business day, with the same force and effect as if made on that payment
date and without any interest or other payment with respect to the delay. For purposes of this prospectus supplement, a "business day"
is a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including
dealings in foreign exchange and foreign currency deposits) in New York and London.

We cannot redeem the notes prior to their maturity. No sinking fund is provided for the notes.

The notes will be issued in denominations of $2,000 and larger integral multiples of $1,000. The notes will be represented by one or
more permanent global notes registered in the name of DTC or its nominee, as described under "Book-Entry Issuance" in the attached
prospectus.

Investors may elect to hold interests in the notes outside the United States through Clearstream Banking, Société Anonyme
("Clearstream") or Euroclear Bank S.A./N.V., as operator of Euroclear System ("Euroclear"), if they are participants in those
systems, or indirectly through organizations that are participants in those systems.

Clearstream and Euroclear will hold interests on behalf of their participants through customers' securities accounts in Clearstream's
and Euroclear's names on the books of their respective depositaries. Those depositaries will in turn hold those interests in customers'
securities accounts in the depositaries' names on the books of DTC.

S-4
5 of 46
12/16/2011 4:00 PM

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/19617/000119312511343860/d...
Table of Contents
CERTAIN UNITED STATES FEDERAL INCOME AND ESTATE TAX
CONSEQUENCES TO NON-UNITED STATES PERSONS

The following is a summary of certain United States federal income and estate tax consequences as of the date of this prospectus
supplement regarding the purchase, ownership and disposition of the notes. Except where noted, this summary deals only with notes
that are held as capital assets by a non-United States holder who purchases the notes upon original issuance at their initial offering
price.

A "non-United States holder" means a person (other than a partnership) that is not any of the following for United States federal
income tax purposes:

· an individual citizen or resident of the United States;

· a corporation or other entity taxable as a corporation created or organized in or under the laws of the United States, any
state thereof or the District of Columbia;

· an estate the income of which is subject to United States federal income taxation regardless of its source; or

· a trust (1) if a court within the United States is able to exercise primary supervision over its administration and one or
more United States persons, as defined in Section 7701(a) (30) of the Internal Revenue Code, have the authority to control
all of its substantial decisions, or (2) that has a valid election in effect under applicable United States Treasury regulations
to be treated as a United States person.

If a partnership holds our notes, the tax treatment of a partner will generally depend upon the status of the partner and the activities of
the partnership. If you are a partner of a partnership holding our notes, you should consult your tax advisors.

This summary is based upon provisions of the Internal Revenue Code, and regulations, rulings and judicial decisions as of the date
hereof. Those authorities may be changed, perhaps retroactively, so as to result in United States federal tax consequences different
from those summarized below. This summary does not represent a detailed description of the United States federal tax consequences
to you in light of your particular circumstances. In addition, it does not represent a detailed description of the United States federal tax
consequences applicable to you if you are subject to special treatment under the United States federal tax laws (including if you are a
United States expatriate, partnership or other pass-through entity, "controlled foreign corporation" or "passive foreign investment
company"). We cannot assure you that a change in law will not alter significantly the tax considerations that we describe in this
summary.

If you are considering the purchase of notes, you should consult your own tax advisors concerning the particular United States
federal tax consequences to you of the ownership of the notes, as well as the consequences to you arising under the laws of
any other taxing jurisdiction.

United States Federal Withholding Tax

The 30% United States federal withholding tax will not apply to any payment of interest on the notes under the "portfolio interest
rule," provided that:

· interest paid on the notes is not effectively connected with your conduct of a trade or business in the United States;

· you do not actually or constructively own 10% or more of the total combined voting power of all classes of our voting
stock within the meaning of the Internal Revenue Code and United States Treasury regulations;

S-5
6 of 46
12/16/2011 4:00 PM

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/19617/000119312511343860/d...
Table of Contents
· you are not a controlled foreign corporation that is related to us through stock ownership;

· you are not a bank whose receipt of interest on the notes is described in Section 881(c) (3) (A) of the Internal Revenue
Code; and

· either (a) you provide your name and address on an IRS Form W-8BEN (or other applicable form), and certify, under
penalties of perjury, that you are not a United States person, as defined in Section 7701(a) (30) of the Internal Revenue Code
or (b) you hold the notes through certain foreign intermediaries and satisfy the certification requirements of applicable
United States Treasury regulations.

Special certification rules apply to certain non-United States holders that are pass-through entities rather than corporations or
individuals.

If you cannot satisfy the requirements described above, payments of interest made to you will be subject to the 30% United States
federal withholding tax, unless you provide us with a properly executed:

· IRS Form W-8BEN (or other applicable form) claiming an exemption from, or reduction in, withholding under the benefit
of an applicable tax treaty; or

· IRS Form W-8ECI (or other applicable form) stating that interest paid on the notes is not subject to withholding tax
because it is effectively connected with your conduct of a trade or business in the United States (as discussed below under
"--United States Federal Income Tax").

The 30% United States federal withholding tax generally will not apply to any payment of principal or gain that you realize on the
sale, exchange, retirement or other disposition of the notes.

United States Federal Income Tax

If you are engaged in a trade or business in the United States and interest on the notes is effectively connected with the conduct of that
trade or business and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment, then
you will be subject to United States federal income tax on that interest on a net income basis (although you will be exempt from the
30% United States federal withholding tax, provided certain certification and disclosure requirements discussed above under
"--United States Federal Withholding Tax" are satisfied), in the same manner as if you were a United States person, as defined in
Section 7701(a) (30) of the Internal Revenue Code. In addition, if you are a foreign corporation, you may be subject to a branch
profits tax equal to 30% (or lower applicable treaty rate) of such interest, subject to adjustments.

Any gain realized on the disposition of a note generally will not be subject to United States federal income tax unless:

· the gain is effectively connected with your conduct of a trade or business in the United States and, if required by an
applicable income tax treaty, is attributable to a United States permanent establishment; or

· you are an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and
certain other conditions are met.

United States Federal Estate Tax

Your estate will not be subject to United States federal estate tax on notes beneficially owned by you at the time of your death,
provided that any payment to you on the notes would be eligible for exemption from the 30%

S-6
7 of 46
12/16/2011 4:00 PM

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/19617/000119312511343860/d...
Table of Contents
United States federal withholding tax under the "portfolio interest rule" described above under "--United States Federal Withholding
Tax" without regard to the statement requirement in the fifth bullet point of that section.

Information Reporting and Backup Withholding

Information reporting will generally apply to payments of interest and the amount of tax, if any, withheld with respect to such
payments to you. Copies of the information returns reporting such interest payments and any withholding may also be made available
to the tax authorities in the country in which you reside under the provisions of an applicable income tax treaty.

In general, no backup withholding will be required regarding payments that we make to you provided that we do not have actual
knowledge or reason to know that you are a United States person, as defined in Section 7701(a) (30) of the Internal Revenue Code,
and we have received from you the statement described above in the fifth bullet point under "--United States Federal Withholding
Tax."

Information reporting and, depending on the circumstances, backup withholding will be required regarding the proceeds of the sale of
a note made within the United States or conducted through certain United States related financial intermediaries, unless the payor
receives the statement described above and does not have actual knowledge or reason to know that you are a United States person, as
defined in Section 7701(a) (30) of the Internal Revenue Code, or you otherwise establish an exemption.

Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your United States federal
income tax liability provided the required information is furnished to the Internal Revenue Service.

CERTAIN ERISA MATTERS

The notes may, subject to certain legal restrictions, be held by (i) an "employee benefit plan" (as defined in Section 3(3) of the
Employee Retirement Security Act of 1974, as amended ("ERISA")) that is subject to Title I of ERISA, (ii) a "plan" that is subject to
Section 4975 of the Internal Revenue Code, (iii) a plan, account or other arrangement that is subject to provisions under federal, state,
local, non-U.S. or other laws or regulations that are similar to any such provisions of Title I of ERISA or Section 4975 of the Internal
Revenue Code ("Similar Laws") and (iv) an entity whose underlying assets are considered to include "plan assets" of any such plan,
account or arrangement (each of the foregoing described in clauses (i), (ii), (iii) and (iv) being referred to as a "Plan"). A fiduciary of
any Plan must determine that the purchase, holding and disposition of an interest in the notes is consistent with its fiduciary duties and
will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal
Revenue Code, or a violation under any applicable Similar Laws. By acceptance of a note, each purchaser and subsequent transferee
of a note or any interest therein will be deemed to have represented and warranted that either (i) no portion of the assets used by such
purchaser or transferee to acquire or hold the notes constitutes assets of any Plan or (ii) the acquisition and holding of the notes by
such holder or transferee will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the
Internal Revenue Code or similar violation under any applicable Similar Laws.

Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited
transactions, it is particularly important that fiduciaries, or other persons considering acquiring the notes on behalf of, or with the
assets of, any Plan, consult with their counsel regarding the potential applicability of ERISA, Section 4975 of the Internal Revenue
Code and any Similar Laws to such investment, and whether an exemption therefrom would be applicable to the acquisition and
holding of the notes.

S-7
8 of 46
12/16/2011 4:00 PM

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/19617/000119312511343860/d...
Table of Contents
UNDERWRITING

We and the underwriters named below have entered into an underwriting agreement relating to the offer and sale of the notes. In the
underwriting agreement, we have agreed to sell to each underwriter severally, and each underwriter has agreed severally to purchase
from us, the principal amount of notes that appears opposite the name of that underwriter below:

Principal
Amount
Underwriter

of Notes
J.P. Morgan Securities LLC

$1,162,500,000
BMO Capital Markets Corp.

12,500,000

Fifth Third Securities, Inc.

12,500,000

KeyBanc Capital Markets Inc.

12,500,000

RBC Capital Markets, LLC

12,500,000

Drexel Hamilton, LLC

9,375,000

Lebenthal & Co., LLC

9,375,000

Samuel A. Ramirez & Co., Inc.

9,375,000

The Williams Capital Group, L.P.

9,375,000

Total

$1,250,000,000

The obligations of the underwriters under the underwriting agreement, including their agreement to purchase the notes from us, are
several and not joint. Those obligations are also subject to the satisfaction of certain conditions in the underwriting agreement. The
underwriters have agreed to purchase all of the notes if any of them are purchased.

The underwriters have advised us that they propose to offer the notes to the public at the public offering price that appears on the
cover page of this prospectus supplement. The underwriters may offer the notes to selected dealers at the public offering price minus
a selling concession of up to 0.50% of the principal amount of the notes. In addition, the underwriters may allow, and those selected
dealers may reallow, a selling concession of up to 0.25% of the principal amount of the notes to certain other dealers. After the initial
public offering, the underwriters may change the public offering price and any other selling terms.

In the underwriting agreement, we have agreed that:

· we will pay our expenses related to this offering, which we estimate will be $100,000; and

· we will indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933.

Each underwriter has represented to us and agreed with us that it has not made and will not make an offer of the notes to the public in
any member state of the European Economic Area which has implemented the Prospectus Directive (a "Relevant Member State")
from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant
Implementation Date"). However, an underwriter may make an offer of the notes to the public in that Relevant Member State at any
time on or after the Relevant Implementation Date to any legal entity which is a qualified investor as defined in the Prospectus
Directive, or in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that, in each case, no such
offer of the notes shall require us or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the
purposes of the foregoing, the expression an "offer of the notes to the public" in relation to any notes in any Relevant Member State
means the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered
so as to enable an investor to decide to

S-8
9 of 46
12/16/2011 4:00 PM

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/19617/000119312511343860/d...
Table of Contents
purchase or subscribe for the notes, as the same may be varied in that Relevant Member State by any measure implementing the
Prospectus Directive in that Relevant Member State; and the expression "Prospectus Directive" means Directive 2003/71/EC (and
amendments thereto, including Directive 2010/73/EU, to the extent implemented in the Relevant Member State) and includes any
relevant implementing measure in the Relevant Member State.

There is currently no public trading market for the notes. In addition, we have not applied and do not intend to apply to list the notes
on any securities exchange or to have the notes quoted on a quotation system. Certain of the underwriters have advised us that they
intend to make a market in the notes. However, they are not obligated to do so and may discontinue any market-making in the notes at
any time in their sole discretion. Therefore, we cannot assure you that a liquid trading market for the notes will develop, that you will
be able to sell your notes at a particular time or that the price you receive when you sell your notes will be favorable.

Our affiliates, including J.P. Morgan Securities LLC, may use this prospectus supplement and the attached prospectus in connection
with offers and sales of the notes in the secondary market. These affiliates may act as principal or agent in those transactions.
Secondary market sales will be made at prices related to market prices at the time of sale.

In connection with this offering of the notes, the underwriters may engage in overallotment, stabilizing transactions and syndicate
covering transactions in accordance with Regulation M under the Securities Exchange Act of 1934. Overallotment involves sales in
excess of the offering size, which create a short position for the underwriters. Stabilizing transactions involve bids to purchase the
notes in the open market for the purpose of pegging, fixing or maintaining the price of the notes. Syndicate covering transactions
involve purchases of the notes in the open market after the distribution has been completed in order to cover short positions.
Stabilizing transactions and syndicate covering transactions may cause the price of the notes to be higher than it would otherwise be
in the absence of those transactions. If the underwriters engage in stabilizing or syndicate covering transactions, they may discontinue
them at any time.

Certain of the underwriters engage in transactions with and perform services for us and our subsidiaries in the ordinary course of
business.

The underwriting agreement provides that the closing will occur on December 22, 2011, which is five business days after the date of
this prospectus supplement. Rule 15c6-1 under the Securities Exchange Act of 1934 generally requires that securities trades in the
secondary market settle in three business days, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who
wish to trade notes on any date prior to the third business day before delivery will be required, by virtue of the fact that the notes will
settle in five business days, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Such
purchasers should also consult their own advisors in this regard.

Conflicts of Interest

We own directly or indirectly all the outstanding equity securities of J.P. Morgan Securities LLC. The underwriting arrangements for
this offering comply with the requirements of Rule 2720 of the Conduct Rules of the Financial Industry Regulatory Authority
("FINRA") regarding a FINRA member firm's underwriting of securities of an affiliate. In accordance with Rule 2720, J.P. Morgan
Securities LLC may not make sales in this offering to any discretionary account without the prior approval of the customer.

S-9
10 of 46
12/16/2011 4:00 PM