Obbligazione JPMorgan Chase 2.739% ( US46647PBE51 ) in USD

JPMorgan Chase

92.2885 USD ▲

Stati Uniti

US46647PBE51 ( in USD )

2.739% per anno ( pagato 2 volte l'anno)

15/10/2030

Prospetto opuscolo dell'obbligazione JP Morgan US46647PBE51 en USD 2.739%, scadenza 15/10/2030

2 000 USD

3 750 000 000 USD

46647PBE5

A ( Upper medium grade - Investment-grade )

A1 ( Upper medium grade - Investment-grade )

15/10/2025 ( In 84 giorni )

JPMorgan Chase & Co. è una delle più grandi istituzioni finanziarie al mondo, operante nel settore bancario d'investimento, gestione patrimoniale e servizi finanziari.

The Obbligazione issued by JPMorgan Chase ( United States ) , in USD, with the ISIN code US46647PBE51, pays a coupon of 2.739% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 15/10/2030

The Obbligazione issued by JPMorgan Chase ( United States ) , in USD, with the ISIN code US46647PBE51, was rated A1 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by JPMorgan Chase ( United States ) , in USD, with the ISIN code US46647PBE51, was rated A ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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424B2 1 d833190d424b2.htm 424B2
Table of Contents
File d Pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion N o. 3 3 3 -2 3 0 0 9 8

Prospe c t us Supple m e nt
(To Prospectus dated April 11, 2019)

$750,000,000
Fixed-to-Floating Rate Notes due 2030
Issue price: 98.387%

We previously offered $3,000,000,000 aggregate principal amount of our fixed-to-floating rate notes due 2030, which were issued on
September 12, 2019. The fixed-to-floating rate notes due 2030 offered by this prospectus supplement, which we refer to as the notes, are
an additional issuance of, and will constitute a single series with, those previously issued fixed-to-floating rate notes due 2030.

The notes will mature on October 15, 2030. The notes will bear interest from and including September 12, 2019 to, but excluding, October
15, 2029 at a fixed annual rate of 2.739%, payable semiannually in arrears, on April 15 and October 15 of each year, beginning on April
15, 2020 and including October 15, 2029. From and including October 15, 2029, the notes will bear interest at a floating annual rate equal
to a benchmark rate (which is expected to be Three-Month Term SOFR) plus a margin of 1.51%, payable quarterly in arrears, on January
15, 2030, April 15, 2030, July 15, 2030 and October 15, 2030. We will have the option to redeem the notes (i) in whole at any time or in
part from time to time, on or after March 12, 2020 and prior to October 15, 2029, (ii) in whole, but not in part, on October 15, 2029 and
(iii) in whole at any time or in part from time to time, on or after July 15, 2030, at the applicable redemption prices described in this
prospectus supplement. There is no sinking fund for the notes.

T he int e re st ra t e on t he not e s during t he floa t ing ra t e pe riod m a y be de t e rm ine d ba se d on a ra t e ot he r t ha n
T hre e -M ont h T e rm SOFR. Se e "Conside ra t ions Re la t ing t o t he Se c ure d Ove rnight Fina nc ing Ra t e " be ginning on
pa ge S -1 3 for a disc ussion of t his a nd c e rt a in ot he r risk s t ha t you should c onside r in c onne c t ion w it h a n
inve st m e nt in t he not e s.

The notes are unsecured and will 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.

U nde rw rit ing

Pric e t o Public (1 )

Disc ount s

Proc e e ds t o U s
Per Note

98.387%

0.450%

97.937%
Total
$
737,902,500

$ 3,375,000

$ 734,527,500

(1) The purchase price will also include accrued interest on the notes from and including September 12, 2019 to, but excluding, the date of
delivery, which is expected to be $3,537,875 in the aggregate.

The notes will 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 November 14, 2019.

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.

J .P. M orga n

November 8, 2019
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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
Where You Can Find More Information About JPMorgan Chase
S-3
Use of Proceeds
S-4
Description of the Notes
S-5
Certain United States Federal Income and Estate Tax Consequences to Non-United States Persons
S-17
Certain ERISA Matters
S-20
Underwriting
S-21
Conflicts of Interest
S-22
Independent Registered Public Accounting Firm
S-23
Legal Opinions
S-23

Page
Prospectus

Summary

2
Where You Can Find More Information About JPMorgan Chase

6
Important Factors That May Affect Future Results

7
Use of Proceeds

9
Description of Debt Securities

10
Description of Preferred Stock

20
Description of Depositary Shares

33
Description of Common Stock

34
Description of Securities Warrants

35
Description of Currency Warrants

35
Description of Units

37
Book-Entry Issuance

38
Plan of Distribution

42
Independent Registered Public Accounting Firm

43
Legal Opinions

43

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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 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 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
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subsidiary is JPMorgan Chase Bank, N.A., a national bank with branches in 28 states and Washington, D.C. JPMorgan Chase's principal nonbank
subsidiary is J.P. Morgan Securities LLC, a U.S. broker-dealer. JPMorgan Chase's principal operating subsidiary 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 383 Madison Avenue, New York, New York 10179, U.S.A., and its telephone number is
(212) 270-6000.

WHERE YOU CAN FIND MORE INFORMATION
ABOUT JPMORGAN CHASE

We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the "SEC"). Our SEC
filings are available to the public on the website maintained by the SEC at http://www.sec.gov. Such documents, reports and information are also available
on our website at https://jpmorganchaseco.gcs-web.com/financial-information/sec-filings. Information on our website does not constitute part of this
prospectus supplement or the accompanying prospectus.

The SEC allows us to "incorporate by reference" into this prospectus supplement and the accompanying 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 supplement and the accompanying prospectus, and later information that we file with the SEC will automatically
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 supplement
under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until our offering is completed, other than, in each case, those documents or
the portions of those documents which are furnished and not filed:

(a) Our Annual Report on Form 10-K for the year ended December 31, 2018;

(b) Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019, June 30, 2019 and September 30, 2019; and

(c) Our Current Reports on Form 8-K filed on January 15, 2019, January 17, 2019, January 24, 2019, January 29, 2019, January 30, 2019, March 7,
2019, March 15, 2019, March 22, 2019, April 12, 2019, April 17, 2019, April 24, 2019, May 6, 2019, May 24, 2019, June 27, 2019, July 16, 2019,
July 31, 2019, August 2, 2019, August 20, 2019, September 12, 2019, September 26, 2019, October 15, 2019, October 31, 2019, November 1, 2019
and November 7, 2019.

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You may request a copy of these filings, at no cost, by writing to or telephoning us at the following address:

Office of the Secretary
JPMorgan Chase & Co.
4 New York Plaza
New York, New York 10004
212-270-6000

USE OF PROCEEDS
We will contribute the net proceeds that we receive from the sale of the notes offered by this prospectus supplement to our "intermediate holding company"
subsidiary, JPMorgan Chase Holdings LLC, which will use those net proceeds for general corporate purposes. General corporate purposes may include
investments in our subsidiaries, payments of dividends to us, extensions of credit to us or our subsidiaries or the financing of possible acquisitions or
business expansion. Net proceeds may be temporarily invested pending application for their stated purpose. Interest on our debt securities (including
interest on the notes offered by this prospectus supplement) and dividends on our equity securities, as well as redemptions or repurchases of our outstanding
securities, will be made using amounts we receive as dividends or extensions of credit from JPMorgan Chase Holdings LLC or as dividends from
JPMorgan Chase Bank, N.A.

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DESCRIPTION OF THE NOTES

The following description of the particular terms of our fixed-to-floating rate notes due 2030, 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.

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The notes offered by this prospectus supplement will be issued under the indenture, dated as of October 21, 2010, as amended by the first supplemental
indenture, dated as of January 13, 2017, between us and Deutsche Bank Trust Company Americas, as trustee. A copy of that indenture is incorporated by
reference as an exhibit to our registration statement (No. 333-230098) filed with the SEC, and a copy of that first supplemental indenture has been filed as
an exhibit to our Current Report on Form 8-K filed with the SEC on January 13, 2017. We refer to that indenture, as amended by that first supplemental
indenture, as the "senior indenture."

We previously offered $3,000,000,000 aggregate principal amount of our fixed-to-floating rate notes due 2030, which were issued on September 12, 2019.
The $750,000,000 aggregate principal amount of notes offered by this prospectus supplement:

· are an additional issuance of, and will constitute a single series with, those previously issued fixed-to-floating rate notes;

· will have the same terms (except as to issue date and issue price) as, and will be fungible with, those previously issued fixed-to-floating rate

notes; and

· will be designated by the same CUSIP number as those previously issued fixed-to-floating rate notes.

Upon the issuance of the notes offered by this prospectus supplement and those previously issued fixed-to-floating rate notes, the outstanding aggregate
principal amount of our series of fixed-to-floating rate notes due 2030 will be $3,750,000,000.

We have the right to issue additional fixed-to-floating rate notes of such series in the future. Any such additional fixed-to-floating rate 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 fixed-to-floating rate notes will become part of the
same series as our previously issued fixed-to-floating rate notes and 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.

Interest on the notes 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. If we call the notes for redemption, interest will cease to accrue on the applicable redemption date as described below.

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.

The amount payable at maturity will be 100% of the principal amount of the notes, plus accrued interest to, but excluding, the maturity date of the notes.
No sinking fund is provided for the notes.

The notes and the senior indenture are governed by the laws of the State of New York.

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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 S.A. ("Clearstream") or Euroclear Bank SA/NV,
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.

Optional Redemption

We may redeem the notes at our option, in whole at any time or in part from time to time, on or after March 12, 2020 and prior to October 15, 2029 at a
redemption price equal to the sum of: (i) 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to, but
excluding, the date of redemption; and (ii) the "Make-Whole Amount" (as defined below), if any, with respect to such notes.

As used above in connection with the notes:

· "Make-Whole Amount" means, in connection with any optional redemption of any notes, the excess, if any, of: (i) the aggregate present value
as of the date of such redemption of each dollar of principal being redeemed and the amount of interest (exclusive of interest accrued to the date
of redemption) that would have been payable in respect of each such dollar if such redemption had been made on October 15, 2029 determined

by discounting, on a semi-annual basis, such principal and interest at the Reinvestment Rate (as defined below) (determined on the third
business day preceding the date notice of such redemption is given) from the respective dates on which such principal and interest would have
been payable if such redemption had been made on October 15, 2029 over (ii) the aggregate principal amount of the notes being redeemed.

· "Reinvestment Rate" means the yield on Treasury securities at a constant maturity corresponding to the remaining life (as of the date of
redemption, and rounded to the nearest month) to stated maturity of the principal being redeemed (the "Treasury Yield"), plus 0.20%. For
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purposes hereof, the Treasury Yield shall be equal to the arithmetic mean of the yields published in the Statistical Release (as defined below)
under the heading which represents the average for the immediately preceding week for "U.S. Government Securities--Treasury Constant
Maturities" with a maturity equal to such remaining life; provided, that if no published maturity exactly corresponds to such remaining life,

then the Treasury Yield shall be interpolated or extrapolated on a straight-line basis from the arithmetic means of the yields for the next
shortest and next longest published maturities. For purposes of calculating the Reinvestment Rate, the most recent Statistical Release published
prior to the date of determination of the Make-Whole Amount shall be used. If the format or content of the Statistical Release changes in a
manner that precludes determination of the Treasury Yield in the above manner, then the Treasury Yield shall be determined in the manner that
most closely approximates the above manner, as reasonably determined by us.

· "Statistical Release" means the Data Download Program designated as "H.15" or any successor publication which is published weekly by the
Board of Governors of the Federal Reserve System and which reports yields on actively traded United States government securities adjusted to

constant maturities, or, if such statistical release is not published at the time of any determination under the senior indenture, then such other
reasonably comparable index which shall be designated by us.

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Calculation of the foregoing will be made by us or on our behalf by a person designated by us; provided, however, that such calculation shall not be a duty
or obligation of the trustee under the senior indenture.

In addition, we may redeem the notes, at our option, (i) in whole, but not in part, on October 15, 2029 or (ii) in whole at any time or in part from time to
time, on or after July 15, 2030, in each case at a redemption price equal to 100% of the principal amount of the notes being redeemed plus accrued and
unpaid interest thereon to, but excluding, the date of redemption.

Redemption Notices

If we elect to redeem the notes, we will provide notice by first class mail, postage prepaid, addressed to the holders of record of the notes to be redeemed.
Such mailing will be at least 5 days and not more than 30 days before the date fixed for redemption. Each notice of redemption will state:

· the redemption date;

· the redemption price;

· if fewer than all the outstanding notes are to be redeemed, the identification (and in the case of partial redemption, the principal amounts) of the

particular notes to be redeemed;

· CUSIP or ISIN number of the notes to be redeemed;

· that on the redemption date the redemption price will become due and payable upon each note to be redeemed, and that interest thereon will

cease to accrue on and after said date; and

· the place or places where the notes are to be surrendered for payment of the redemption price.

Notwithstanding the foregoing, if the notes are held in book-entry form through The Depository Trust Company, or "DTC", we may give such notice in
any manner permitted or required by DTC.

In the case of any redemption of only part of the notes at the time outstanding, the notes to be redeemed will be selected not more than 60 days prior to the
redemption date by the Trustee by such method as the Trustee shall deem fair and appropriate.

Interest on the notes

We refer to the period during which the notes bear interest at a fixed rate as the "fixed rate period" for the notes, and the period during which the notes bear
interest at a floating rate as the "floating rate period" for the notes.

The notes will bear interest (i) during the period from and including September 12, 2019 to, but excluding, October 15, 2029 at a fixed annual rate of
2.739% and (ii) during the period from and including October 15, 2029 to, but excluding, the maturity date at a floating annual rate equal to a benchmark
rate, which is expected to be Three-Month Term SOFR, determined as described below, plus a margin of 151 basis points (1.51%). We will pay interest on
the notes (i) during the fixed rate period, semiannually in arrears, on April 15 and October 15 of each year, beginning on April 15, 2020 and including
October 15, 2029 and (ii) during the floating rate period, quarterly in arrears, on January 15, 2030, April 15, 2030, July 15, 2030 and October 15, 2030.

Interest on the notes during the fixed rate period will be calculated on the basis of a 360-day year consisting of twelve 30-day months. In the event that any
interest payment date for the notes during the fixed rate period 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.

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Determination of Three-Month Term SOFR
For the purpose of calculating the interest rate on the notes during the floating rate period for the notes when the Benchmark is Three-Month Term SOFR,
"Three-Month Term SOFR" means the rate for Term SOFR for a tenor of three months that is published by the Term SOFR Administrator at the Reference
Time for any interest period, as determined by the calculation agent after giving effect to the Three-Month Term SOFR Conventions.
The following definitions apply to the foregoing definition of Three-Month Term SOFR:

· "Benchmark" means, initially, Three-Month Term SOFR; provided that if the calculation agent determines on or prior to the Reference Time

that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR or
the then-current Benchmark, then "Benchmark" means the applicable Benchmark Replacement.

· "Federal Reserve Bank of New York's Website" means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org,

or any successor source.

· "Reference Time" with respect to any determination of the Benchmark means (1) if the Benchmark is Three-Month Term SOFR, the time

determined by the calculation agent after giving effect to the Three-Month Term SOFR Conventions, and (2) if the Benchmark is not Three-
Month Term SOFR, the time determined by the calculation agent after giving effect to the Benchmark Replacement Conforming Changes.

· "Relevant Governmental Body" means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially

endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.

· "SOFR" means the secured overnight financing rate published by the Federal Reserve Bank of New York, as the administrator of the

benchmark (or a successor administrator), on the Federal Reserve Bank of New York's Website.

· "Term SOFR" means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental

Body.

· "Term SOFR Administrator" means any entity designated by the Relevant Governmental Body as the administrator of Term SOFR (or a

successor administrator).

· "Three-Month Term SOFR Conventions" means any determination, decision or election with respect to any technical, administrative or
operational matter (including with respect to the manner and timing of the publication of Three-Month Term SOFR, or changes to the
definitions of "interest period", "interest reset period" and "interest reset dates", timing and frequency of determining Three-Month Term

SOFR with respect to each interest period and making payments of interest, rounding of amounts or tenors, and other administrative matters)
that we decide may be appropriate to reflect the use of Three-Month Term SOFR as the Benchmark in a manner substantially consistent with
market practice (or, if we decide that adoption of any portion of such market practice is not administratively feasible or if we determine that no
market practice for the use of Three-Month Term SOFR exists, in such other manner as we determine is reasonably necessary).

· The terms "Benchmark Replacement Conforming Changes", "Benchmark Replacement Date", "Benchmark Replacement" and "Benchmark

Transition Event" have the meanings set forth below under the heading "Effect of Benchmark Transition Event".

Notwithstanding the foregoing paragraph, if the calculation agent determines on or prior to the relevant Reference Time, with respect to the notes, that a
Benchmark Transition Event and its related Benchmark

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Replacement Date (each as defined below) have occurred with respect to Three-Month Term SOFR, then the provisions set forth below under the heading
"Effect of Benchmark Transition Event", which we refer to as the benchmark transition provisions, will thereafter apply to all determinations of the interest
rate on the notes for each interest period during the floating rate period. In accordance with the benchmark transition provisions, after a Benchmark
Transition Event and its related Benchmark Replacement Date have occurred, the interest rate on the notes for each interest period during the floating rate
period will be an annual rate equal to the sum of the Benchmark Replacement (as defined below) and the margin of 151 basis points (1.51%).

We will appoint a calculation agent prior to the commencement of the floating rate period for the notes. In addition, we or an affiliate of ours may assume
the duties of the calculation agent for the notes.

We refer to the period from and including October 15, 2029 and ending on but excluding the first interest payment date during the floating rate period for
the notes, and each successive period during that floating rate period beginning on and including an interest payment date and ending on but excluding the
next interest payment date, as an "interest period."

The amount of interest for each day during the floating rate period that the notes are outstanding (in each case, the "Daily Interest Amount") will be
calculated by dividing the interest rate in effect for that day by 360 and multiplying the result by the outstanding principal amount of the notes. The amount
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of interest to be paid on the notes for each interest period during the floating rate period will be calculated by adding the Daily Interest Amounts for each
day in the interest period. In the event that any interest payment date and interest reset date during the floating rate period would otherwise fall on a day
that is not a business day (as defined above), that interest payment date and interest reset date will be postponed to the next day that is a business day and
interest will accrue to but excluding the date interest is paid. However, if the postponement of any interest payment date or interest reset date (other than
any interest payment date falling on the maturity date) would cause the day to fall in the next calendar month, the interest payment date and interest reset
date will instead be brought forward to the immediately preceding business day. If any of the foregoing provisions concerning the calculation of the interest
rate and the payment of interest on the notes during the floating rate period are inconsistent with any of the Three-Month Term SOFR Conventions
determined by us, then the relevant Three-Month Term SOFR Conventions will apply. Furthermore, if the calculation agent determines that a Benchmark
Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR at any time when the notes are
outstanding, then the foregoing provisions concerning the calculation of the interest rate and the payment of interest on the notes during the floating rate
period will be modified in accordance with the benchmark transition provisions.

If the maturity date of the notes falls on a day that is not a business day, payment of principal and interest with respect to the notes will be paid on the next
business day with the same force and effect as if made on such maturity date, and no interest on that payment will accrue from and after that maturity date.

The interest rate on the notes during the floating rate period will in no event be higher than the maximum rate permitted by applicable law. If the rate at
which interest accrues on the notes on any day or for any interest period during the floating rate period declines to zero or becomes negative, no interest
will be payable on the notes with respect to that day or interest period.

The calculation agent, will, upon the request of the holder of any notes during the floating rate period, provide the interest rate then in effect. All
calculations of the calculation agent, in the absence of manifest error, will be conclusive for all purposes and binding on us and holders of the notes.

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Effect of Benchmark Transition Event

Benchmark Replacement. If the calculation agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have
occurred on or prior to the Reference Time in respect of any determination of the Benchmark on any date, then the Benchmark Replacement will replace the
then-current Benchmark for all purposes relating to the notes during the floating rate period in respect of such determination on such date and all
determinations on all subsequent dates.

Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, we will have the right to make
Benchmark Replacement Conforming Changes from time to time.

Certain Defined Terms. As used herein:

"Benchmark Replacement" means the Interpolated Benchmark with respect to the then-current Benchmark, plus the Benchmark Replacement Adjustment
for such Benchmark; provided that if (a) the calculation agent cannot determine the Interpolated Benchmark as of the Benchmark Replacement Date or (b)
the then-current Benchmark is Three-Month Term SOFR and a Benchmark Transition Event and its related Benchmark Replacement Date have occurred
with respect to Three-Month Term SOFR (in which event no Interpolated Benchmark with respect to Three-Month Term SOFR shall be determined), then
"Benchmark Replacement" means the first alternative set forth in the order below that can be determined by the calculation agent as of the Benchmark
Replacement Date:

(1) Compounded SOFR;

(2) the sum of: (a) the alternate rate that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-
current Benchmark for the applicable Corresponding Tenor and (b) the Benchmark Replacement Adjustment;

(3) the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment;

(4) the sum of: (a) the alternate rate that has been selected by us as the replacement for the then-current Benchmark for the applicable Corresponding
Tenor giving due consideration to any industry-accepted rate as a replacement for the then-current Benchmark for U.S. dollar-denominated floating
rate securities at such time and (b) the Benchmark Replacement Adjustment.

"Benchmark Replacement Adjustment" means the first alternative set forth in the order below that can be determined by the calculation agent as of the
Benchmark Replacement Date:

(1) the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that
has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;

(2) if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment;

(3) the spread adjustment (which may be a positive or negative value or zero) that has been selected by us giving due consideration to any industry-
accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark
with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated floating rate securities at such time.

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"Benchmark Replacement Conforming Changes" means, with respect to any Benchmark Replacement, any technical, administrative or operational changes
(including changes to the definitions of "interest period", "interest reset period" and "interest reset dates", timing and frequency of determining rates with
respect to each

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interest period and making payments of interest, rounding of amounts or tenors, and other administrative matters) that we decide may be appropriate to
reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if we decide that adoption of any portion
of such market practice is not administratively feasible or if we determine that no market practice for use of the Benchmark Replacement exists, in such
other manner as we determine is reasonably necessary).

"Benchmark Replacement Date" means the earliest to occur of the following events with respect to the then-current Benchmark:

(1) in the case of clause (1) of the definition of "Benchmark Transition Event," the relevant Reference Time in respect of any determination;

(2) in the case of clause (2) or (3) of the definition of "Benchmark Transition Event," the later of (a) the date of the public statement or publication of
information referenced therein and (b) the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the
Benchmark; or

(3) in the case of clause (4) of the definition of "Benchmark Transition Event," the date of the public statement or publication of information
referenced therein.

For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in
respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.

"Benchmark Transition Event" means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(1) if the Benchmark is Three-Month Term SOFR, (a) the Relevant Governmental Body has not selected or recommended a forward-looking term
rate for a tenor of three months based on SOFR, (b) the development of a forward-looking term rate for a tenor of three months based on SOFR that
has been recommended or selected by the Relevant Governmental Body is not complete or (c) we determine that the use of a forward-looking rate for
a tenor of three months based on SOFR is not administratively feasible;

(2) a public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such administrator has
ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no
successor administrator that will continue to provide the Benchmark;

(3) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central bank for the
currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution authority with jurisdiction
over the administrator for the Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for the
Benchmark, which states that the administrator of the Benchmark has ceased or will cease to provide the Benchmark permanently or indefinitely,
provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark; or

(4) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the
Benchmark is no longer representative.

"Compounded SOFR" means the compounded average of SOFRs for the applicable Corresponding Tenor, with the rate, or methodology for this rate, and
conventions for this rate being established by us in accordance with:

(1) the rate, or methodology for this rate, and conventions for this rate selected or recommended by the Relevant Governmental Body for determining
compounded SOFR; provided that:

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(2) if, and to the extent that, we determine that Compounded SOFR cannot be determined in accordance with clause (1) above, then the rate, or
methodology for this rate, and conventions for this rate that have been selected by us giving due consideration to any industry-accepted market
practice for U.S. dollar-denominated floating rate securities at such time.

For the avoidance of doubt, the calculation of Compounded SOFR shall exclude the Benchmark Replacement Adjustment and the margin of 151 basis
points (1.51%).

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"Corresponding Tenor" with respect to a Benchmark Replacement means a tenor (including overnight) having approximately the same length (disregarding
business day adjustment) as the applicable tenor for the then-current Benchmark.

"Interpolated Benchmark" with respect to the Benchmark means the rate determined for the Corresponding Tenor by interpolating on a linear basis
between: (1) the Benchmark for the longest period (for which the Benchmark is available) that is shorter than the Corresponding Tenor and (2) the
Benchmark for the shortest period (for which the Benchmark is available) that is longer than the Corresponding Tenor.

"ISDA Definitions" means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as
amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.

"ISDA Fallback Adjustment" means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives
transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the
applicable tenor.

"ISDA Fallback Rate" means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of
an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.

"Unadjusted Benchmark Replacement" means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

The terms "Federal Reserve Bank of New York's Website", "Reference Time", "Relevant Governmental Body", "SOFR" and "Term SOFR" have the
meanings set forth above under the heading "Determination of Three-Month Term SOFR".

Determinations and Decisions
We and the calculation agent are expressly authorized to make certain determinations, decisions and elections under the terms of the notes, including with
respect to the use of Three-Month Term SOFR as the Benchmark for the floating rate period and under the benchmark transition provisions. Any
determination, decision or election that may be made by us or by the calculation agent under the terms of the notes, including any determination with
respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from
taking any action or any selection:

· will be conclusive and binding absent manifest error;

· if made by us, will be made in our sole discretion;

· if made by the calculation agent, will be made after consultation with us, and the calculation agent will not make any such determination,

decision or election to which we reasonably object; and

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· notwithstanding anything to the contrary in the senior indenture or the notes, shall become effective without consent from the holders of the

notes or any other party.

If the calculation agent fails to make any determination, decision or election that it is required to make under the terms of the notes, then we will make that
determination, decision or election on the same basis as described above.

Considerations Relating to the Secured Overnight Financing Rate
In the following discussion of the Secured Overnight Financing Rate, when we refer to SOFR-linked notes, we mean the notes at any time when the
interest rate on the notes is or will be determined based on the Secured Overnight Financing Rate, including Three-Month Term SOFR.

Investors should not rely on indicative or historical data concerning the Secured Overnight Financing Rate.
The Secured Overnight Financing Rate is published by the Federal Reserve Bank of New York ("FRBNY") and is intended to be a broad measure of the
cost of borrowing cash overnight collateralized by U.S. Treasury securities. FRBNY reports that the Secured Overnight Financing Rate includes all trades
in the Broad General Collateral Rate, plus bilateral U.S. Treasury repurchase agreement ("repo") transactions cleared through the delivery-versus-payment
service offered by the Fixed Income Clearing Corporation (the "FICC"), a subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). The
Secured Overnight Financing Rate is filtered by FRBNY to remove a portion of the foregoing transactions considered to be "specials". According to
FRBNY, "specials" are repos for specific-issue collateral which take place at cash-lending rates below those for general collateral repos because cash
providers are willing to accept a lesser return on their cash in order to obtain a particular security.

FRBNY reports that the Secured Overnight Financing Rate is calculated as a volume-weighted median of transaction-level tri-party repo data collected
from The Bank of New York Mellon, which currently acts as the clearing bank for the tri-party repo market, as well as General Collateral Finance Repo
transaction data and data on bilateral U.S. Treasury repo transactions cleared through the FICC's delivery-versus-payment service. FRBNY states that it
obtains information from DTCC Solutions LLC, an affiliate of DTCC.

FRBNY currently publishes the Secured Overnight Financing Rate daily on its website at https://apps.newyorkfed.org/markets/autorates/sofr. FRBNY
states on its publication page for the Secured Overnight Financing Rate that use of the Secured Overnight Financing Rate is subject to important
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disclaimers, limitations and indemnification obligations, including that FRBNY may alter the methods of calculation, publication schedule, rate revision
practices or availability of the Secured Overnight Financing Rate at any time without notice.

FRBNY started publishing the Secured Overnight Financing Rate in April 2018. FRBNY has also started publishing historical indicative Secured Overnight
Financing Rates dating back to 2014, although such historical indicative data inherently involves assumptions, estimates and approximations. Investors
should not rely on such historical indicative data or on any historical changes or trends in the Secured Overnight Financing Rate as an indicator of the future
performance of the Secured Overnight Financing Rate. Since the initial publication of the Secured Overnight Financing Rate, daily changes in the rate have,
on occasion, been more volatile than daily changes in comparable benchmark or market rates, and the Secured Overnight Financing Rate over time may
bear little or no relation to the historical actual or historical indicative data. In addition, the return on and value of the SOFR-linked notes may fluctuate
more than floating rate securities that are linked to less volatile rates.

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Changes in the Secured Overnight Financing Rate could adversely affect holders of the SOFR-linked notes.
Because the Secured Overnight Financing Rate is published by FRBNY based on data received from other sources, we have no control over its
determination, calculation or publication. There can be no assurance that the Secured Overnight Financing Rate will not be discontinued or fundamentally
altered in a manner that is materially adverse to the interests of investors in the SOFR-linked notes. If the manner in which the Secured Overnight
Financing Rate is calculated is changed, that change may result in a reduction in the amount of interest that accrues on the SOFR-linked notes, which may
adversely affect the trading prices of the SOFR-linked notes. In addition, the interest rate on the SOFR-linked notes for any day will not be adjusted for any
modification or amendment to the Secured Overnight Financing Rate for that day that FRBNY may publish if the interest rate for that day has already been
determined prior to such publication. Further, if the interest rate on the SOFR-linked notes during the floating rate period on any day or for any interest
period declines to zero or becomes negative, no interest will accrue on the SOFR-linked notes with respect to that day or interest period.

The Secured Overnight Financing Rate differs fundamentally from, and may not be a comparable substitute for, U.S. dollar LIBOR.
In June 2017, the Alternative Reference Rates Committee (the "ARRC") convened by the Board of Governors of the Federal Reserve System and FRBNY
announced the Secured Overnight Financing Rate as its recommended alternative to the London interbank offered rate for U.S. dollar obligations ("U.S.
dollar LIBOR"). However, because the Secured Overnight Financing Rate is a broad U.S. Treasury repo financing rate that represents overnight secured
funding transactions, it differs fundamentally from U.S. dollar LIBOR. For example, the Secured Overnight Financing Rate is a secured overnight rate,
while U.S. dollar LIBOR is an unsecured rate that represents interbank funding over different maturities. In addition, because the Secured Overnight
Financing Rate is a transaction-based rate, it is backward-looking, whereas U.S. dollar LIBOR is forward-looking. Because of these and other differences,
there can be no assurance that the Secured Overnight Financing Rate will perform in the same way as U.S. dollar LIBOR would have done at any time, and
there is no guarantee that it is a comparable substitute for U.S. dollar LIBOR.

Any failure of the Secured Overnight Financing Rate to gain market acceptance could adversely affect holders of the SOFR-linked notes.
The Secured Overnight Financing Rate may fail to gain market acceptance. The Secured Overnight Financing Rate was developed for use in certain U.S.
dollar derivatives and other financial contracts as an alternative to U.S. dollar LIBOR in part because it is considered to be a good representation of general
funding conditions in the overnight U.S. Treasury repo market. However, as a rate based on transactions secured by U.S. Treasury securities, it does not
measure bank-specific credit risk and, as a result, is less likely to correlate with the unsecured short-term funding costs of banks. This may mean that
market participants would not consider the Secured Overnight Financing Rate to be a suitable substitute or successor for all of the purposes for which U.S.
dollar LIBOR historically has been used (including, without limitation, as a representation of the unsecured short-term funding costs of banks), which may,
in turn, lessen its market acceptance. Any failure of the Secured Overnight Financing Rate to gain market acceptance could adversely affect the return on,
value of and market for the SOFR-linked notes.

Any market for the notes may be illiquid or unpredictable.
The SOFR-linked notes will likely have no established trading market when issued, and an established trading market for the SOFR-linked notes may
never develop or may not be very liquid. Market terms for securities that are linked to the Secured Overnight Financing Rate, such as the spread over the
base rate reflected in the interest rate provisions, may evolve over time, and as a result, trading prices of the SOFR-linked notes may be lower than

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those of later-issued securities that are linked to the Secured Overnight Financing Rate. Similarly, if the Secured Overnight Financing Rate does not prove
to be widely used in securities that are similar or comparable to the SOFR-linked notes, the trading price of the SOFR-linked notes may be lower than
those of securities that are linked to rates that are more widely used. Investors in the SOFR-linked notes may not be able to sell the SOFR-linked notes at
all or may not be able to sell the SOFR-linked notes at prices that will provide them with a yield comparable to similar investments that have a developed
secondary market, and may consequently suffer from increased pricing volatility and market risk.

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