Obligation JPMorgan Chase 0% ( XS0098880809 ) en EUR

JPMorgan Chase

100 % ⇌

Etats-unis

XS0098880809 ( en EUR )

30/06/2039

Prospectus brochure de l'obligation JP Morgan XS0098880809 en EUR 0%, échéance 30/06/2039

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

L'Obligation émise par JPMorgan Chase ( Etats-unis ) , en EUR, avec le code ISIN XS0098880809, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 30/06/2039

OÅering Circular
JPMORGAN CHASE & CO.
(incorporated in the State of Delaware, United States of America)
U.S.$15,000,000,000
Euro Medium Term Note Programme
Under the Euro Medium Term Note Programme described in this OÅering Circular (the ""Programme''),
JPMorgan Chase & Co. (""JPMorgan Chase'' or the ""Issuer''), subject to compliance with all relevant laws,
regulations and directives, may from time to time issue debt securities (the ""Notes''). The aggregate principal
amount of Notes issued under the Programme may be up to U.S.$15,000,000,000 (or the equivalent in other
currencies) outstanding at any one time as of the date hereof. This OÅering Circular replaces the OÅering Circular
dated April 7, 2004 and increases the aggregate principal amount of Notes that may be issued under the
Programme to U.S.$15,000,000,000 from U.S.$5,000,000,000.
Application has been made to list the Notes issued under the Programme on the Luxembourg Stock Exchange. Notice
of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any
other terms and conditions not contained herein that are applicable to each Tranche (as defined on page 7) of Notes
will be set forth in a pricing supplement (the ""Pricing Supplement'') that will be delivered to the Luxembourg Stock
Exchange before the date of issue of such Notes. The Programme provides that Notes may be listed by such further
listing authorities or listed or admitted to trading and/or quotation on such other or further stock exchanges as may be
agreed between the Issuer and the relevant Dealer in relation to each issue. The Issuer may also issue unlisted Notes.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended
(the ""Securities Act''), and may include Notes in bearer form that are subject to U.S. tax law requirements.
Notes may not be oÅered, sold or delivered within the United States or to or for the account of U.S. persons
unless registered under the Securities Act or pursuant to an exemption from the registration requirements of the
Securities Act and applicable U.S. tax law requirements are satisÑed. For a description of certain restrictions on
oÅers and sales of Notes and on distribution of this OÅering Circular, see ""Subscription and Sale''.
For a discussion of ""Certain Investment Considerations,'' see page 11.
Each Series (as deÑned on page 7) of Notes in bearer form will initially be represented on issue by a temporary
global Note in bearer form (each, a ""temporary Global Note''). Notes in registered form will be represented by
registered certiÑcates (each a ""CertiÑcate''), one CertiÑcate being issued in respect of each Noteholder's entire
holding of Registered Notes of one Series. The temporary Global Notes and CertiÑcates may be deposited on the
issue date with a common depositary on behalf of Euroclear Bank S.A./N.V. as operator of the Euroclear System
(""Euroclear'') and Clearstream Banking, soci et e anonyme (""Clearstream, Luxembourg''), as further described
herein. BeneÑcial interests in a temporary Global Note will be exchangeable for either (i) a permanent global Note
in bearer form (a ""Permanent Global Note'') or (ii) deÑnitive Notes in bearer form (""Bearer Notes''), in each
case not earlier than 40 days after the issue date upon certiÑcation of non-U.S. beneÑcial ownership. The
provisions governing the exchange of interests in Global Notes for other Global Notes and deÑnitive Notes are
described in ""Summary of Provisions Relating to the Notes While in Global Form''.
This OÅering Circular may be used only for a period of one year from the date hereof.
The Notes are not savings accounts, deposits or other obligations of any bank or non-bank subsidiary of
JPMorgan Chase and are not insured by the United States Federal Deposit Insurance Corporation, the Bank
Insurance Fund or any other governmental agency or instrumentality.
Arranger
JPMorgan
Dealer
JPMorgan
May 10, 2005

JPMorgan Chase, having made all reasonable enquiries, conÑrms that this OÅering Circular (as deÑned
below) contains all information with regard to the Notes, JPMorgan Chase, and JPMorgan Chase and its
subsidiaries taken as a whole (the ""JPMorgan Chase Group'') that is material in the context of the issue and
oÅering of the Notes and the Programme, that the information contained in this OÅering Circular is true and
accurate in all material respects as of the date hereof and is not misleading, and that there are no other facts
the omission of which makes this OÅering Circular as a whole or any such information misleading.
This OÅering Circular is to be read in conjunction with all the documents incorporated by reference herein
(see ""Documents Incorporated by Reference'') including supplements hereto and, in relation to the terms and
conditions of any particular Tranche of Notes, the applicable Pricing Supplement. References to the ""OÅering
Circular'' shall mean this OÅering Circular and all documents incorporated by reference herein.
No person is or has been authorised to give any information or to make any representation other than those
contained in this OÅering Circular or incorporated by reference herein in connection with the issue or sale of
the Notes and, if given or made, such information or representation must not be relied upon as having been
authorised by the Issuer or any of the Dealers or the Arranger (as deÑned in ""Summary of the Programme'').
Neither the delivery of this OÅering Circular nor any oÅer or sale made in connection herewith shall, under
any circumstances, create any implication that there has been no change in the aÅairs of the JPMorgan Chase
Group since the date hereof or the date upon which this OÅering Circular has been most recently amended or
supplemented or that there has been no adverse change in the Ñnancial position of the Issuer or the JPMorgan
Chase Group since the date hereof or the date upon which this OÅering Circular has been most recently
amended or supplemented or that any other information supplied in connection with the Programme is correct
as of any time subsequent to the date on which it is supplied or, if diÅerent, the date indicated in the document
containing the same.
The distribution of this OÅering Circular and the oÅering or sale of the Notes in certain jurisdictions may be
restricted by law. Persons into whose possession this OÅering Circular comes are required by the Issuer, the
Dealers and the Arranger to inform themselves about and to observe any such restrictions.
This OÅering Circular does not constitute an oÅer of, or an invitation or recommendation by or on behalf of
the Issuer or the Dealers to subscribe for, or purchase, any Notes. Each recipient of this OÅering Circular shall
be assumed to have made its own investigation and appraisal of the condition (Ñnancial or otherwise) of the
Issuer.
The Arranger and the Dealers have not independently veriÑed the information contained in this OÅering
Circular. Neither any of the Dealers nor the Arranger makes any representation, express or implied, or accepts
any responsibility, with respect to the accuracy or completeness of any of the information in this OÅering
Circular or any other information provided by the Issuer in connection with the Programme. Neither this
OÅering Circular or any document incorporated by reference nor any other Ñnancial statements are intended
to provide the basis of any credit or other evaluation and should not be considered as a recommendation by the
Issuer, the Arranger or any of the Dealers that any recipient of this OÅering Circular or any other Ñnancial
statements or any document incorporated by reference should purchase the Notes. Each potential purchaser of
Notes should determine for itself the relevance of the information contained in this OÅering Circular and its
purchase of Notes should be based upon such investigation as it deems necessary. Neither any of the Dealers
nor the Arranger undertakes to review the Ñnancial condition or aÅairs of the Issuer during the life of the
arrangements contemplated by this OÅering Circular nor to advise any investor or potential investor in the
Notes of any information coming to the attention of any of the Dealers or the Arranger.
This OÅering Circular does not describe all of the risks and investment considerations (including those
relating to each investor's particular circumstances) of an investment in Notes of a particular structure,
including the interest rate, exchange rate or other indices, relevant speciÑed currencies, calculation formulae,
and redemption, option and other rights associated with such Notes or where the investor's currency is other
than the Relevant Currency of issue or in which payment of such Notes will be made. The risks and investment
considerations identiÑed in this OÅering Circular are provided as general information only. Investors should
consult their own Ñnancial, legal, tax, and other professional advisors as to the risks and investment
considerations arising from an investment in an issue of Notes and should possess the appropriate resources to
analyse such investment and the suitability of such investment in such investor's particular circumstances. See
""Certain Investment Considerations'' for a discussion of certain risks that should be considered in connection
with any investment in the Notes.
In this OÅering Circular, unless otherwise speciÑed or the context otherwise requires, references to ""$'',
""U.S.$'' and ""U.S. dollars'' are to United States dollars, references to ""euro'' or ""7'' are to the currency
2

introduced at the start of the third stage of the European Economic and Monetary Union (the ""EMU''),
pursuant to the Treaty establishing the European Community, as amended, including as amended by the
Treaty on European Union, references to ""yen'' are to Japanese yen, references to ""CAN.$'' are to Canadian
dollars and references to ""sterling'' and ""'' are to pounds sterling.
In connection with the issue and distribution of any Tranche of Notes (as deÑned in ""Summary of the
Programme''), one of the Dealers (or any person acting for such Dealer) may act as a stabilising manager
(the ""Stabilising Manager''). The identity of the Stabilising Manager will be disclosed in the relevant
Pricing Supplement. References in the next paragraph to ""this issue'' are to each Tranche in relation to
which a Stabilisation Manager is appointed.
In connection with this issue, the Stabilising Manager or any agent of his may over-allot or eÅect
transactions with a view to stabilizing or supporting the market price of the Notes at a level higher than that
which might otherwise prevail for a limited period. However, there is no obligation on the Stabilising
Manager or any agent of his to do this. Such stabilising, if commenced, may be discontinued at any time,
must be brought to an end after a limited period and shall be in compliance with all applicable laws,
regulations and rules.
3

TABLE OF CONTENTS
Page
Documents Incorporated by ReferenceÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 5
Summary of the Programme ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 6
Certain Investment Considerations ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 11
Terms and Conditions of the Notes ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 12
Use of ProceedsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 34
Summary of Provisions Relating to the Notes While in Global Form ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 34
JPMorgan Chase & Co. ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 38
Executive OÇcers and Directors of JPMorgan Chase ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 40
Selected Consolidated Financial Data of JPMorgan Chase ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 42
Capitalization of JPMorgan Chase & Co. ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 44
Taxation of the NotesÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 45
Subscription and Sale ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 54
General Information ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 56
Form of Pricing Supplement ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 58
4

DOCUMENTS INCORPORATED BY REFERENCE
The following documents are hereby incorporated by reference in this OÅering Circular and deemed to be a
part hereof: JPMorgan Chase & Co.'s most recently Ñled Annual Report on Form 10-K, and all documents
Ñled by JPMorgan Chase pursuant to Section 13 and Section 14 or Section 15(d) of the Securities Exchange
Act of 1934 subsequent to the end of the period covered by such Annual Report and prior to termination of the
oÅering of the Notes (but excluding portions thereof not deemed to be Ñled) and solely during the period prior
to the Ñling of JPMorgan Chase's Annual Report for the year ended December 31, 2005, JPMorgan Chase's
Current Reports on Form 8-K Ñled on March 1, 2004 and May 14, 2004 and JPMorgan Chase's Current
Reports on Form 8-K/A Ñled on August 13, 2004 (with respect to Exhibit 99.4 only) and January 19, 2005.
Any statement contained herein or in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modiÑed or superseded for purposes of this OÅering Circular to the extent that a
statement contained herein or in any other subsequently Ñled document which also is or is deemed to be
incorporated by reference herein modiÑes or supersedes such statement. Any such statement modiÑed or
superseded shall not be deemed, except as so modiÑed or superseded, to constitute a part of the OÅering
Circular.
Investors who have not previously reviewed the information contained in the above documents should do so in
connection with their evaluation of the Notes. Copies of the documents incorporated by reference in this
OÅering Circular will be available free of charge at the oÇce of J.P. Morgan Bank Luxembourg S.A. (the
""Listing Agent''), 6, route de Trfieves L-2633, Senningerberg, Luxembourg. Any person receiving a copy of
this OÅering Circular may obtain, without charge, upon written or oral request, a copy of any document
incorporated by reference herein, except for the exhibits to such documents (unless such exhibits are
speciÑcally incorporated by reference). Written requests should be addressed to JPMorgan Chase Bank,
National Association, Manager Ó Institutional Trust Services, Trinity Tower, 9 Thomas More Street, London
E1W 1YT.
The Issuer has given an undertaking to the Dealers and to the Luxembourg Stock Exchange that if, while
Notes are outstanding and listed on the Luxembourg Stock Exchange, there shall occur any material adverse
change in the business or Ñnancial condition of, or other material adverse change aÅecting, JPMorgan Chase
or the JPMorgan Chase Group which is not reÖected in this OÅering Circular, or the terms of the Programme
are modiÑed or amended in a manner which would make the OÅering Circular, as supplemented, inaccurate
or misleading, the Issuer will prepare and deliver an amendment or supplement to this OÅering Circular or
publish a new OÅering Circular for use in connection with any subsequent oÅering by the Issuer of Notes to be
listed on the Luxembourg Stock Exchange.
5

SUMMARY OF THE PROGRAMME
The following summary does not purport to be complete and is taken from, and is qualiÑed in its entirety by,
the remainder of this OÅering Circular and, in relation to the terms and conditions of any particular Tranche
of Notes, the applicable Pricing Supplement. Words and expressions deÑned in ""Terms and Conditions of the
Notes'' below shall have the same meanings in this summary. The Issuer may agree with any Dealer that
Notes may be issued in a form other than that contemplated in ""Terms and Conditions of the Notes'' herein, in
which event (in the case of listed Notes only) a supplement to the OÅering Circular, if appropriate, will be
made available which will describe the eÅect of the agreement reached in relation to such Notes.
Issuer:
JPMorgan Chase & Co.
Description:
Euro Medium Term Note Programme. Up to U.S.$15,000,000,000 (or
the equivalent in other currencies at the date of issue) aggregate
principal amount of Notes outstanding at any one time may be issued as
of the date hereof under this Programme. The Issuer will have the option
at any time to increase the aggregate principal amount of the Pro-
gramme, subject to the satisfaction of certain conditions, in accordance
with the Programme Agreement.
Arranger:
J.P. Morgan Securities Ltd.
Dealer:
J.P. Morgan Securities Ltd. The Issuer may from time to time terminate
the appointment of any dealer under the Programme or appoint addi-
tional dealers either in respect of one or more Tranches or in respect of
the whole Programme. References in this OÅering Circular to the
""Permanent Dealers'' are to the person listed above as a Dealer and to
such additional persons that are appointed as dealers in respect of the
whole Programme (and whose appointment has not been terminated)
and to ""Dealers'' are to all Permanent Dealers and all persons appointed
as a dealer in respect of one or more Tranches.
Issuing and Paying Agent:
JPMorgan Chase Bank, N.A., London branch.
Paying Agents:
JPMorgan Chase Bank, N.A., London branch, and J.P. Morgan Bank
Luxembourg S.A.
Registrar:
J.P. Morgan Bank Luxembourg S.A.
Transfer Agents:
JPMorgan Chase Bank, N.A., London branch, and J.P. Morgan Bank
Luxembourg S.A.
Currencies:
Subject to compliance with all relevant laws, regulations and directives,
Notes may be issued in U.S. dollars, Australian dollars, Canadian
dollars, Danish kroner, euro, Japanese yen, United Kingdom sterling,
New Zealand dollars, Norwegian kroner, Swedish kronor or Swiss francs
or in other currencies if the Issuer and the relevant Dealers so agree.
Issues of Notes denominated in Swiss francs or carrying a Swiss franc-
related element with a maturity of more than one year (other than Notes
privately placed with a single investor with no publicity) will be eÅected
in compliance with the relevant regulations of the Swiss National Bank
based on article 7 of the Federal Law on Banks and Savings Banks of
November 8, 1934 (as amended) and article 15 of the Federal Law on
Stock Exchanges and Securities Trading of March 24, 1995 in connec-
tion with article 2, paragraph 2 of the Ordinance of the Federal Banking
Commission on Stock Exchanges and Securities Trading of June 25,
1997. Under the said regulations, the relevant Dealer or, in the case of a
syndicated issue, the lead manager (the ""Swiss Dealer''), must be a
bank domiciled in Switzerland (which includes branches or subsidiaries
of a foreign bank located in Switzerland) or a securities dealer duly
licensed by the Swiss Federal Banking Commission pursuant to the
Federal Law on Stock Exchanges and Securities Trading of March 24,
1995. The Swiss Dealer must report certain details of the relevant
6

transaction to the Swiss National Bank no later than the Issue Date (as
such term is deÑned in the applicable Pricing Supplement) of the
relevant Notes.
Redenomination,
If so speciÑed in the relevant Pricing Supplement, Notes denominated in
Renominalisation
the national currency of a Member State that may, after the start of the
Reconventioning and/or
third stage of the EMU, be redenominated into euro may, following the
Consolidation:
giving of notice by the Issuer to the Noteholders, the Issuing and Paying
Agent, Euroclear and Clearstream, Luxembourg, be subject to rede-
nomination (if so speciÑed in the relevant Pricing Supplement, in
accordance with Condition 6(d)), renominalisation, reconventioning
and/or consolidation with other Notes then denominated in euro.
Denomination:
Other than as may be speciÑed in the relevant Pricing Supplement,
Notes will have a denomination of at least 41,000 (or its equivalent in
other currencies), provided that (i) the minimum denomination of
Bearer Notes and Exchangeable Bearer Notes with maturities of
183 days or less will be not less than U.S.$500,000 (or its equivalent in
other currencies) and such Bearer Notes will contain special certiÑcation
by the holders of their connection with the United States and (ii) unless
otherwise permitted by then current laws and regulations, Notes (includ-
ing Notes denominated in sterling) in respect of which the issue
proceeds are received by the Issuer in the United Kingdom and which
have a maturity of less than one year (A) have a minimum redemption
value of 100,000 (or its equivalent in other currencies) and be issued
only to (1) persons whose ordinary activities involve them in acquiring,
holding, managing or disposing of investments (as principal or agent) for
the purposes of their businesses or (2) persons who it is reasonable to
expect will acquire, hold, manage or dispose of investments (as principal
or agent) for the purposes of their businesses or (B) be issued in other
circumstances which do not constitute a contravention of section 19 of
the Financial Services and Markets Act 2000 (the ""FSMA'') by the
Issuer.
Form of Notes:
The Notes may be issued in bearer form only (""Bearer Notes''), in
bearer form exchangeable for Registered Notes (""Exchangeable Bearer
Notes''), or in registered form only (""Registered Notes''). Each Tranche
of Bearer Notes or Exchangeable Bearer Notes will initially be repre-
sented by one or more temporary Global Notes. Registered Notes will be
represented by CertiÑcates, one CertiÑcate being issued in respect of
each Noteholder's entire holding of Registered Notes of one Series.
CertiÑcates representing Registered Notes that are registered in the
name of a nominee for one or more clearing systems are referred to as
""Global CertiÑcates''. Global Notes and CertiÑcates may be deposited
on the relevant issue date with a common depositary for Euroclear and
Clearstream and/or any other agreed clearance system. Temporary
Global Notes will be exchangeable, only in the manner and upon
compliance with the procedures described herein, (i) for permanent
Global Notes or (ii) for deÑnitive Notes, in each case not earlier than
40 days after the Issue Date, upon certiÑcation of non-U.S. beneÑcial
ownership. In the case of Bearer Notes and Exchangeable Bearer Notes
that have not been exchanged with an original maturity of more than
183 days, the applicable Permanent Global Note may be exchanged, in
whole but not in part, for deÑnitive Bearer Notes with coupons attached.
No interest will be payable in respect of a temporary Global Note except
as described under ""Summary of Provisions Relating to the Notes While
in Global Form''. ""DeÑnitive Notes'' means, in relation to any Global
Note, the deÑnitive Bearer Notes for which such Global Note may be
exchanged (if appropriate, having attached to them all Coupons and
Receipts in respect of interest or Installment Amounts that have not
already been paid on the Global Note and a Talon).
7

Method of Issue:
The Notes will be issued on a syndicated or non-syndicated basis. The
Notes will be issued in series (each a ""Series''), having one or more
issue dates and on terms otherwise identical (or identical other than in
respect of the Ñrst payment of interest), the Notes of each Series being
intended to be interchangeable with all other Notes of that Series. Each
Series may be issued in tranches (each a ""Tranche''), on the same or
diÅerent issue dates. The speciÑc terms of each Tranche (which will be
supplemented, where necessary, with supplemental terms and conditions
and, save in respect of the issue date, issue price, Ñrst payment of interest
and principal amount of the Tranche, will be identical to the terms of
other Tranches of the same Series) will be set out in a Pricing
Supplement to this OÅering Circular.
Clearing Systems:
Euroclear and Clearstream, Luxembourg and, in relation to any Tranche,
such other clearing system as may be agreed between the Issuer, the
Agent, and the relevant Dealer.
Initial Delivery of Notes:
On or before the issue date for each Tranche, the temporary Global Note
representing Bearer Notes or Exchangeable Bearer Notes or the Global
CertiÑcate representing Registered Notes may be deposited with a
common depositary for Euroclear and Clearstream, Luxembourg. Global
Notes or CertiÑcates may also be deposited with any other clearing
system or may be delivered outside any clearing system provided that the
method of such delivery has been agreed in advance by the Issuer, the
Agent and the relevant Dealer. Registered Notes that are to be credited
to one or more clearing systems on issue will be registered in the name of
nominees or a common nominee for such clearing systems.
Fixed Rate Notes:
Fixed interest will be payable in arrear on the date or dates in each year
speciÑed in the relevant Pricing Supplement.
Floating Rate Notes:
Floating Rate Notes will bear interest set separately for each Series by
reference to EURIBOR, EURO-LIBOR, LIBOR, LIBID or LIMEAN
(or such other benchmark as may be speciÑed in the relevant Pricing
Supplement) as adjusted for any applicable margin. Interest periods will
be speciÑed in the relevant Pricing Supplement.
Zero Coupon Notes:
Zero Coupon Notes may be issued at their principal amount or at a
discount to it and will not bear interest except in the case of late payment
as described in ""Terms and Conditions of the Notes Ì Interest''.
Variable Coupon Amount Notes:
The Pricing Supplement issued in respect of each issue of variable
coupon amount Notes will specify the basis for calculating the amounts
of interest payable, which may be by reference to a stock index or
formula or as otherwise provided in the relevant Pricing Supplement.
Interest Periods and Interest
Rates:
The length of the interest periods for the Notes and the applicable
interest rate or its method of calculation may diÅer from time to time or
be constant for any Series. Notes may have a maximum interest rate, a
minimum interest rate, or both. The use of interest accrual periods
permits the Notes to bear interest at diÅerent rates in the same interest
period. All such information will be set out in the relevant Pricing
Supplement.
Variable Redemption Amount
Notes:
The Pricing Supplement issued in respect of each issue of variable
redemption amount Notes will specify the basis for calculating the
redemption amounts payable, which may be by reference to a stock index
or formula or as otherwise provided in the relevant Pricing Supplement.
Other Notes:
Terms applicable to high interest Notes, low interest Notes, step-up
Notes, step-down Notes, dual currency Notes, reverse dual currency
Notes, optional dual currency Notes, partly-paid Notes and any other
type of Note that the Issuer and any Dealer or Dealers may agree to
8

issue under the Programme will be set out in the relevant Pricing
Supplement.
Structured Note Risks:
The following paragraph does not describe all the risks of an investment
in structured Notes. Prospective purchasers should consult their own
Ñnancial, legal, tax and other professional advisors about risks associ-
ated with investment in a particular series of Notes and the suitability of
investing in such Notes in light of the particular circumstances of such
prospective purchaser.
An investment in Notes, the premium and/or the interest on or principal
of which is determined by reference to one or more values of currencies,
commodities, interest rates, stock indices or other indices or formulae,
either directly or inversely, may entail signiÑcant risks not associated
with similar investments in a conventional debt security, including the
risks that the resulting interest rate will be less than that payable on a
conventional debt security at the same time, and/or that an investor
could lose all or a substantial portion of the principal of its Notes.
Neither the current nor the historical value of the relevant currencies,
commodities, interest rates, stock indices or other indices or formulae
should be taken as an indication of future performance of such curren-
cies, commodities, interest rates, stock indices or other indices or
formulae during the term of any Note. See ""Certain Investment
Considerations''.
Optional Redemption:
The Pricing Supplement issued in respect of each issue of Notes will
state whether such Notes may be redeemed prior to their stated maturity
at the option of the Issuer (either in whole or in part) and/or the holders
and, if so, the terms applicable to such redemption.
Early Redemption:
Except as provided in ""Optional Redemption'' above, Notes will be
redeemable at the option of the Issuer prior to maturity only for tax
reasons. See ""Terms and Conditions of the Notes Ì Redemption,
Purchase and Options''.
Redemption by Instalments:
The Pricing Supplement issued in respect of each issue of Notes that are
redeemable in two or more instalments will set out the dates on which,
and the amounts in which, such Notes may be redeemed.
Withholding Tax:
All payments with respect to the Notes will be made free and clear of
withholding or deduction for or on account of any taxes or other charges
imposed by any governmental authority or agency in the United States,
except as provided in ""Terms and Conditions of the Notes Ì Taxation''.
The relevant Pricing Supplement will state if any payments made with
respect to Dual Currency Notes or Indexed Notes are subject to such
deduction or withholding. See ""Taxation of the Notes Ì United States
Taxation''.
Status of Notes:
The Senior Notes will constitute unsubordinated and unsecured obliga-
tions of the Issuer, and the Subordinated Notes will constitute subordi-
nated and unsecured obligations of the Issuer, all as described in ""Terms
and Conditions of the Notes Ì Status of the Notes'' and ""Terms and
Conditions of the Notes Ì Subordination''. No series of the Issuer's
subordinated debt securities (except for any junior subordinated indebt-
edness issued in connection with the issuance of securities by the Issuer's
capital trust subsidiaries) is subordinated to any other series of subordi-
nated debt securities or to any other subordinated indebtedness of
JPMorgan Chase referred to herein. However, due to the subordination
provisions of the various series of subordinated indebtedness issued by
the Issuer and its predecessor institutions, and, in particular the fact that
some, but not all, of the Issuer's outstanding subordinated indebtedness
is subordinated in some circumstances to Derivative Obligations (or to
the Issuer's additional senior obligations or general obligations, as de-
9

Ñned in the relevant indentures), in the event of a dissolution, winding-
up, liquidation or reorganization of the Issuer, holders of certain of the
Issuer's subordinated debt securities referred to herein may recover less,
ratably, than holders of some of the Issuer's other series of outstanding
subordinated indebtedness and more ratably than holders of other series
of the Issuer's outstanding subordinated indebtedness. See ""Terms and
Conditions of the Notes Ì Subordination''.
The Notes are not savings accounts, deposits or other obligations of any
bank or non-bank subsidiary of JPMorgan Chase and are not insured
by the United States Federal Deposit Insurance Corporation, the Bank
Insurance Fund or any other governmental agency or instrumentality.
Negative Pledge:
None.
Cross Default:
None.
Listing:
The Luxembourg Stock Exchange or as otherwise speciÑed in the
relevant Pricing Supplement. As speciÑed in the relevant Pricing Supple-
ment, a Series of Notes may also be unlisted. The proposed Directive of
the European Parliament and of the Council on the harmonization of
transparency requirements with regard to information about issuers
whose securities are admitted to trading on a regulated market, the EU
Transparency Directive, may be implemented in Luxembourg and other
member states of the European Union in a manner that is unduly
burdensome for the Issuer. In particular, the Issuer may be required to
publish Ñnancial statements in the EU prepared in accordance with, or
reconciled to, International Financial Reporting Standards. In such
circumstances the Issuer may decide to seek an alternative listing for the
Notes on a stock exchange outside the European Union.
Governing Law:
The Notes will be governed by and construed in accordance with the
laws of the State of New York, United States of America.
Selling Restrictions:
United States, United Kingdom, Japan and such other restrictions as
may be required in connection with a particular issue of Notes. See
""Subscription and Sale''.
JPMorgan Chase is a Category 2 issuer for the purposes of Regulation S
under the Securities Act.
All Bearer and Exchangeable Bearer Notes will be issued in compliance
with U.S. Treas. Reg. Û1.163-5(c)(2)(i)(D) (the ""D Rules'').
10