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09/03/2021 - Obligation échue

Prospectus brochure de l'obligation Jpmorgan Chase & Co US46647PAC05 en USD 0%, échue

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1 750 000 000 USD

46647PAC0

JPMorgan Chase & Co. est une société multinationale américaine de services financiers offrant des services bancaires d'investissement, de gestion de fortune, de banque commerciale et de cartes de crédit à une clientèle mondiale.

L'Obligation émise par JPMorgan Chase & Company ( Etats-unis ) , en USD, avec le code ISIN US46647PAC05, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 09/03/2021

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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 0 9 6 8 1

Prospe c t us Supple m e nt
(To Prospectus dated April 15, 2016)

$1,750,000,000
Floating Rate Notes due 2021
Interest payable March 9, June 9, September 9 and December 9
I ssue pric e : 1 0 0 .0 0 %

The floating rate notes due 2021 will mature on March 9, 2021 and will bear interest at a floating annual rate equal to three-month
LIBOR plus 0.55%, and we refer to them as the notes. Interest on the notes will accrue from March 9, 2017. There is no sinking
fund for the notes.

We will have the option to redeem the notes, in whole, but not in part, on March 9, 2020, 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. In addition, we will have the option to redeem the notes, in whole at any time or in part from time to time, on or after
February 9, 2021, 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.

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

Disc ount s

Proc e e ds t o U s
Per Note

100%

0.250%

99.750%
Total
$1,750,000,000

$ 4,375,000

$1,745,625,000

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 March 9, 2017.

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

March 2, 2017
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.
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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.
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Where You Can Find More Information About JPMorgan Chase
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Use of Proceeds
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Consolidated Ratio of Earnings to Fixed Charges
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Description of the Notes
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Certain United States Federal Income and Estate Tax Consequences to Non-United States Persons
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Certain ERISA Matters
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Underwriting
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Conflicts of Interest
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Independent Registered Public Accounting Firm
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Legal Opinions
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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

19
Description of Depositary Shares

31
Description of Common Stock

32
Description of Securities Warrants

33
Description of Currency Warrants

33
Description of Units

35
Book-Entry Issuance

36
Plan of Distribution (Conflicts of Interest)

40
Independent Registered Public Accounting Firm

41
Legal Opinions

41

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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 had $2.5 trillion in assets and $254.2 billion in total
stockholders' equity as of December 31, 2016. 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
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 10017-2070, U.S.A., and its telephone
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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. Our filings can also be inspected and
printed or copied, for a fee, at the SEC's public reference room, 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on their public reference room. Such documents, reports and information are also available on our website
at http://investor.shareholder.com/jpmorganchase. 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, 2016; and

(b) Our Current Reports on Form 8-K filed on January 4, 2017, January 5, 2017, January 13, 2017 (two filings), January 18, 2017,
January 19, 2017, February 1, 2017 (three filings) and February 22, 2017.

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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.
270 Park Avenue
New York, New York 10017
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, 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 our "intermediate holding company"
subsidiary.

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

Year Ended December 31,

2016 2015 2014 2013 2012
Earnings to Fixed Charges:

Excluding Interest on Deposits
4.88 5.61 5.49 4.26 4.26
Including Interest on Deposits
4.37 4.89 4.63 3.60 3.52

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.

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DESCRIPTION OF THE NOTES

The following description of the particular terms of our floating rate notes due 2021, 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 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 as an exhibit to our registration statement (No. 333-209681) 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."

The notes will be initially limited to $1,750,000,000 aggregate principal amount and will mature on March 9, 2021. 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.

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 and London.

The amount payable at maturity will be 100% of the principal amount of the notes, plus accrued interest to, but excluding, the maturity date. 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.

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.

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Optional Redemption

We may redeem the notes, at our option, (i) in whole, but not in part, on March 9, 2020 or (ii) in whole at any time or in part from time to time, on
or after February 9, 2021, in each case at a redemption price equal to 100% of the aggregate principal amount of the notes being redeemed plus
accrued and unpaid interest thereon to, but excluding, the date of redemption.

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;

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· the redemption price;

· if fewer than all the outstanding notes of such series 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

The notes will bear interest at a floating annual rate equal to the three-month London Interbank offered rate ("Three-Month LIBOR"), determined
as described below, plus 55 basis points (0.55%). Interest on the notes will accrue from March 9, 2017. We will pay interest on the floating rate
notes in arrears on March 9, June 9, September 9 and December 9 of each year, beginning June 9, 2017.

For the purposes of calculating interest due on the notes:

· "Three-Month LIBOR" means, with respect to any interest period, the rate (expressed as an annual rate) for deposits in U.S. dollars for a
three-month period commencing on the first day of that interest period that appears on the Reuters Screen LIBOR01 Page as of 11:00 a.m.
(London time) on the LIBOR determination date for that interest period. If such rate does not appear on the Reuters Screen LIBOR01 Page,
Three-Month LIBOR will be determined on the basis of the rates at which deposits in U.S. dollars for a three-month period commencing

on the first day of that interest period and in a principal amount of not less than $1,000,000 are offered to prime banks in the London
interbank market by four major banks in the London interbank market selected by the calculation agent (after consultation with us), at
approximately 11:00 a.m., London time on the LIBOR determination date for that interest period. The calculation agent will request the
principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, Three-Month
LIBOR with respect to that interest period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of

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0.00001%) of such quotations. If fewer than two quotations are provided, Three-Month LIBOR with respect to that interest period will be
the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of the rates quoted by three major banks in
New York City selected by the calculation agent, at approximately 11:00 a.m., New York City time, on the first day of that interest period
for loans in U.S. dollars to leading European banks for a three-month period commencing on the first day of that interest period and in a

principal amount of not less than $1,000,000. However, if fewer than three banks selected by the calculation agent to provide quotations
are quoting as described above, Three-Month LIBOR for that interest period will be the same as Three-Month LIBOR as determined for
the previous interest period or, in the case of the first interest period, at an annual rate of 1.10000%. The establishment of Three-Month
LIBOR for each interest period by the calculation agent shall (in the absence of manifest error) be final and binding.

We refer to the period beginning from and including March 9, 2017 and ending on but excluding the first interest payment date and each successive
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 the notes are outstanding (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 of interest to be paid on the notes for each
interest 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 for the notes 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 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.

For the purposes of the notes:

· "Calculation agent" means The Bank of New York Mellon, or any other firm appointed by us, acting as calculation agent.

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· "LIBOR determination date" means the second London business day immediately preceding the first day of the relevant interest period.

· "London business day" means any day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.

· "Reuters Screen LIBOR01 Page" means the display designated as the Reuters screen "LIBOR01", or such other page as may replace the
Reuters screen "LIBOR01" on that service or such other service or services as may be nominated for the purpose of displaying London

interbank offered rates for U.S. dollar deposits by ICE Benchmark Administration Limited ("IBA") or its successor or such other entity
assuming the responsibility of IBA or its successor in calculating the London interbank offered rate in the event IBA or its successor no
longer does so.

The interest rate on the notes will in no event be higher than the maximum rate permitted by applicable law.

The Bank of New York Mellon, as calculation agent, will, upon the request of the holder of any note, 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.

Events of Default

Under the senior indenture, any one of the following events will be an event of default with respect to the notes:

(1) default in the payment of principal of the notes and continuance of such default for 30 days;

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(2) default in the payment of interest on the notes and continuance of such default for 30 days; and

(3) specified events of bankruptcy, insolvency or reorganization of JPMorgan Chase.

Senior debt securities issued by us prior to December 31, 2016 (the "Pre-2017 Senior Debt") contain events of default that are different from those
set forth above. In particular:

· The events of default applicable to the Pre-2017 Senior Debt do not provide for a 30-day cure period with respect to any failure by us to

pay the principal of those senior debt securities;

· Most series of Pre-2017 Senior Debt contain an additional event of default that is applicable if we fail to perform any of the covenants

contained in the terms and conditions of, or the governing instrument for, those senior debt securities and that failure continues for 90
days; and

· The events of default applicable to certain series of Pre-2017 Senior Debt provide that specified events of bankruptcy, insolvency or

reorganization of JPMorgan Chase Bank, N.A. would constitute an event of default with respect to those senior debt securities.

In addition, certain series of senior debt securities which we assumed in connection with our merger with The Bear Stearns Companies Inc. include
additional events of default.

Accordingly, if we fail to pay the principal of any series of Pre-2017 Senior Debt when due, the holders of such senior debt securities would be
entitled to declare their securities due and payable immediately, whereas holders of the notes would not be entitled to accelerate the notes until 30
days after our failure to pay the principal of the notes. In addition, holders of the notes will not have the benefit of the additional events of default
described above that are applicable to the Pre-2017 Senior Debt.

Under the senior indenture, if any event of default with respect to the notes occurs and is continuing, either the trustee or the holders of not less
than 25% in principal amount of the outstanding notes may declare the principal amount of all of the notes to be due and payable immediately. No
such declaration is required upon certain specified events of bankruptcy, insolvency or reorganization. Subject to the conditions set forth in the
senior indenture, the holders of a majority in principal amount of the outstanding notes may annul the declaration of and waive past defaults, except
uncured payment defaults and other specified defaults.

Covenant Breach

Under the senior indenture, a "covenant breach" would occur with respect to the notes if we fail to perform or breach any of the covenants
contained in the senior indenture (other than a failure to pay principal or interest on the notes) and that failure or breach continues for 90 days after
the trustee under the senior indenture or the holders of not less than 25% in principal amount of the outstanding notes give written notice of that
failure or breach. Neither the trustee nor the holders of the notes will be entitled to accelerate the maturity of the notes as a result of any covenant
breach.
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If a covenant breach or event of default with respect to the notes occurs and is continuing, the trustee may in its discretion proceed to protect and
enforce its rights and the rights of the holders of the notes by such appropriate judicial proceedings as the trustee deems most effectual to protect
and enforce any such rights, whether for the specific enforcement of any covenant or agreement in the senior indenture or in aid of the exercise of
any power granted in the senior indenture, or to enforce any other proper remedy.

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Limitation of Suits

Under the senior indenture, a holder of notes will not have the right to institute any proceeding with respect to the senior indenture or the notes
unless:

· the holder has given the trustee under the senior indenture written notice of a continuing covenant breach or event of default with respect to

the notes;

· the holders of not less than 25% in principal amount of the notes at the time outstanding have made a written request to the trustee to

institute proceedings in respect of the covenant breach or event of default, and offered the trustee indemnity reasonably satisfactory to it;
and

· the trustee has not received from the holders of a majority in principal amount of the notes at the time outstanding a direction inconsistent

with such request, and has failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity.

The foregoing limitations will not apply to any suit instituted by holders of the notes for the enforcement of any payment of principal or interest on
or after the date when due.

Consolidations, Mergers and Transfers of Assets

Under the senior indenture, and for purposes of the notes, we may not consolidate or merge with any other person or convey, transfer or lease all or
substantially all of our assets to another person (other than a conveyance, transfer or lease to one or more of our subsidiaries), unless:

(1) the successor is a corporation, association, company or business trust organized under U.S. laws;

(2) the successor, if not us, assumes our obligations on the notes and under the senior indenture;

(3) after giving effect to the transaction, no covenant breach, event of default or event which, after notice or lapse of time or both, would
become a covenant breach or event of default, shall have occurred and be continuing; and

(4) other specified conditions are met.

Limitation on Disposition of Stock of the Bank

The senior indenture contains a covenant by us that, so long as any of the notes are outstanding, neither we nor any Intermediate Subsidiary (as
defined below) will sell, assign, grant a security interest in or otherwise dispose of any shares of voting stock of JPMorgan Chase Bank, N.A.,
which we refer to as "the Bank", or any securities convertible into, or options, warrants or rights to purchase shares of voting stock of the Bank,
except to JPMorgan Chase or an Intermediate Subsidiary. In addition, the covenant provides that neither we nor any Intermediate Subsidiary will
permit the Bank to issue any shares of its voting stock, or securities convertible into, or options, warrants or rights to purchase shares of its voting
stock, nor will we permit any Intermediate Subsidiary that owns any shares of voting stock of the Bank, or securities convertible into, or options,
warrants or rights to purchase shares of the Bank's voting stock, to cease to be an Intermediate Subsidiary.

The above covenant is subject to our rights in connection with a consolidation or merger of JPMorgan Chase with another person or a conveyance,
transfer or lease of all or substantially all of our assets to another person. The covenant also will not apply if both:

(1) the disposition in question is made for fair market value, as determined by the board of directors of JPMorgan Chase or the Intermediate
Subsidiary; and

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(2) after giving effect to the disposition, we and any one or more of our Intermediate Subsidiaries will collectively own at least 80% of the
issued and outstanding voting stock of the Bank or any successor to the Bank, free and clear of any security interest.

The above covenant also does not restrict the Bank from being consolidated with or merged into another domestic banking institution if, after the
merger or consolidation, (A) JPMorgan Chase, or its successor, and any one or more Intermediate Subsidiaries own at least 80% of the voting stock
of the resulting bank and (B) treating for purposes of the senior indenture the resulting bank as the Bank, no covenant breach, event of default or
event which, after notice or lapse of time or both, would become a covenant breach or event of default, shall have happened and be continuing.

The senior indenture defines an "Intermediate Subsidiary" as a subsidiary (1) that is organized under the laws of any domestic jurisdiction and (2)
of which all the shares of capital stock, and all securities convertible into, and options, warrants and rights to purchase shares of capital stock, are
owned directly by JPMorgan Chase, free and clear of any security interest. As used above, "voting stock" means a class of stock having general
voting power under ordinary circumstances to elect at least a majority of the board of directors, managers or trustees irrespective of the happening
of a contingency.

Other Provisions of the Senior Indenture

The senior indenture requires the trustee, within 90 days after the occurrence of a default known to it with respect to the notes, to give the holders
of the notes notice of the default if uncured or not waived. The trustee may withhold the notice if it determines in good faith that the withholding of
the notice is in the interest of the holders. However, the trustee may not withhold the notice in the case of a default in the payment of principal or
interest. The trustee may not give the above notice until at least 60 days after the occurrence of a default in the performance of a covenant in the
senior indenture, other than a covenant to make payment. The term "default" for the purpose of this provision means any event that is, or after
notice or lapse of time or both would become, a covenant breach or event of default with respect to the notes.

Other than the duty to act with the required standard of care during a default, the trustee is not obligated to exercise any of its rights or powers
under the senior indenture at the request or direction of any of the holders of the notes, unless the holders have offered to the trustee reasonable
security or indemnity. The senior indenture provides that the holders of a majority in principal amount of the notes may direct the time, method and
place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or other power conferred on the trustee.
However, the trustee may decline to act if the direction is contrary to law or the senior indenture and the trustee may take any other action deemed
proper by the trustee which is not inconsistent with such direction.

The senior indenture includes a covenant requiring us to file annually with the trustee a certificate stating that there exists no covenant breach,
event of default or event that is, or after notice or lapse of time or both would become, a covenant breach or event of default under the senior
indenture, or if any such default exists, specifying such default.

Insolvency and Resolution Considerations

The notes constitute "loss-absorbing capacity" within the meaning of the final rules (the "TLAC rules") issued by the Board of Governors of the
Federal Reserve System (the "Federal Reserve") on December 15, 2016 regarding, among other things, the minimum levels of unsecured external
long-term debt that eight U.S. top-tier bank holding companies identified as global systemically important bank holding companies, including
JPMorgan Chase, will be required to maintain, commencing January 1, 2019. Such debt must satisfy certain eligibility

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criteria under the TLAC rules. If JPMorgan Chase were to enter into proceedings under the U.S. Bankruptcy Code or a receivership administered
by the Federal Deposit Insurance Corporation (the "FDIC") under Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act of
2010 (the "Dodd-Frank Act"), holders of the notes would be at risk of absorbing losses of JPMorgan Chase and its affiliates.

Under Title I of the Dodd-Frank Act and applicable rules of the Federal Reserve and the FDIC, JPMorgan Chase is required to submit periodically
to the Federal Reserve and the FDIC a detailed plan (the "resolution plan") for the rapid and orderly resolution of JPMorgan Chase and its material
subsidiaries under the U.S. Bankruptcy Code and other applicable insolvency laws in the event of material financial distress or failure. JPMorgan
Chase's preferred resolution strategy under its resolution plan contemplates that only JPMorgan Chase would enter bankruptcy proceedings under
Chapter 11 of the U.S. Bankruptcy Code pursuant to a "single point of entry" recapitalization strategy. JPMorgan Chase's subsidiaries would be
recapitalized as needed, using assets of JPMorgan Chase, so that they could continue normal operations or subsequently be wound down in an
orderly manner. As a result, JPMorgan Chase's losses and any losses incurred by its subsidiaries would be imposed first on holders of JPMorgan
Chase's equity securities and thereafter on unsecured creditors, including holders of the notes. Claims of holders of the notes would have a junior
position to the claims of creditors of JPMorgan Chase's subsidiaries and to the claims of priority (as determined by statute) and secured creditors of
JPMorgan Chase. Accordingly, in a resolution of JPMorgan Chase under Chapter 11 of the U.S. Bankruptcy Code, holders of the notes would
realize value only to the extent available to JPMorgan Chase as a shareholder of JPMorgan Chase Bank, N.A. and its other subsidiaries, and only
after any claims of priority and secured creditors of JPMorgan Chase have been fully repaid. None of JPMorgan Chase, the Federal Reserve or the
FDIC is obligated to follow JPMorgan Chase's preferred resolution strategy under its resolution plan.
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The FDIC has similarly indicated that a "single point of entry" recapitalization model could be a desirable strategy to resolve a systemically
important financial institution, such as JPMorgan Chase, under Title II of the Dodd-Frank Act. Pursuant to that strategy, the FDIC would use its
power to create a "bridge entity" for JPMorgan Chase; transfer the systemically important and viable parts of JPMorgan Chase's business,
principally the stock of JPMorgan Chase's main operating subsidiaries and any intercompany claims against such subsidiaries, to the bridge entity;
recapitalize those subsidiaries using assets of JPMorgan Chase that have been transferred to the bridge entity; and exchange external debt claims
against JPMorgan Chase for equity in the bridge entity. Under a "single point of entry" recapitalization of JPMorgan Chase under Title II, the value
of the stock of the bridge entity that would be redistributed to holders of the notes may not be sufficient to repay all or part of the principal amount
and interest on the notes. To date, the FDIC has not formally adopted a "single point of entry" resolution strategy and it is not obligated to follow
such a strategy in a Title II resolution of JPMorgan Chase.

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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 beneficial owner of the notes (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 of 1986, as amended (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

Subject to the discussion of backup withholding and FATCA below, 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;

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· 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 applicable IRS Form W-8, 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 a 30% United States federal
withholding tax, unless you provide the applicable withholding agent with a properly executed:

· IRS Form W-8BEN or Form W-8BEN-E (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 your effectively
connected earnings and profits, subject to adjustments.

Subject to the discussion of backup withholding and FATCA below, 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, in which case such gain will generally be subject to United States
federal income tax (and possibly branch profits tax) in the same manner as effectively connected interest as described above; 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, in which case, unless an applicable income tax treaty provides otherwise, you will generally be subject to a 30%
United States federal income tax on any gain recognized, which may be offset by certain United States source losses.

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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% 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.
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Document Outline

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