Obligation JPMorgan Chase 4.375% ( XS0205436040 ) en EUR

JPMorgan Chase

100 % ▼

Etas-Unis

XS0205436040 ( en EUR )

4.375% par an ( paiement annuel )

12/11/2019 - Obligation échue

Prospectus brochure de l'obligation JP Morgan XS0205436040 en EUR 4.375%, échue

50 000 EUR

750 000 000 EUR

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 JP Morgan (XS0205436040), émise aux États-Unis en EUR pour un montant total de 750 000 000 EUR, avec un coupon de 4,375%, une taille minimale d'achat de 50 000 EUR et une maturité au 12/11/2019, a été intégralement remboursée à son échéance à 100% de sa valeur nominale.

OÅering Circular
J.P. MORGAN CHASE & CO.
(incorporated in the State of Delaware, United States of America)
U.S.$5,000,000,000
Euro Medium Term Note Programme
Under the Euro Medium Term Note Programme described in this OÅering Circular (the ""Programme''),
J.P. Morgan 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.$5,000,000,000 (or the equivalent in other
currencies) outstanding at any one time as of the date hereof. This OÅering Circular replaces the OÅering Circular
dated March 31, 2003.
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 which are applicable to each Tranche (as defined on page 8) of Notes
will be set forth in a pricing supplement (the ""Pricing Supplement'') which 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 8) 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
April 7, 2004

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'') which 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 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 taken 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.
2

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
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 35
Summary of Provisions Relating to the Notes While in Global Form ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 36
J.P. Morgan Chase & Co. ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 40
Executive OÇcers and Directors of JPMorgan Chase ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 42
Selected Consolidated Financial Data of JPMorgan Chase ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 44
Capitalization and Indebtedness of J.P. Morgan Chase & Co. ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 46
Taxation of the NotesÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 49
Subscription and Sale ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 58
General Information ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 60
Form of Pricing Supplement ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 61
4

DOCUMENTS INCORPORATED BY REFERENCE
The following documents are hereby incorporated by reference in this OÅering Circular and deemed to be a
part hereof: J.P. Morgan Chase & Co.'s Annual Report on Form 10-K for the year ended December 31, 2003,
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 date of such Annual Report and prior to termination of the
oÅering of the Notes. 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''), 5, Rue Plaetis, L-2338 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, 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:
J.P. Morgan Chase & Co.
Description:
Euro Medium Term Note Programme. Up to U.S.$5,000,000,000 (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 additional 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, London branch.
Paying Agents:
JPMorgan Chase Bank, London branch, and J.P. Morgan Bank Luxem-
bourg S.A.
Registrar:
J.P. Morgan Bank Luxembourg S.A.
Transfer Agents:
JPMorgan Chase Bank, London branch, and J.P. Morgan Bank Luxem-
bourg 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 Na-
tional 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
connection 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 subsidi-
aries 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
6

relevant transaction to the Swiss National Bank no later than the Issue
Date 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
third stage of the EMU, be redenominated into euro may, following the
and/or 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 ex-
changed (if appropriate, having attached to them all Coupons and
Receipts in respect of interest or Instalment 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
8

dual currency Notes, Partly-paid Notes and any other type of Note that the
Issuer and any Dealer or Dealers may agree to 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 is subordinated to
any other series of subordinated debt securities (except that the Issuer
has outstanding junior subordinated indebtedness which is subordinate
and junior to the Issuer's subordinated debt securities). Issuer Subordi-
nated Indebtedness, Assumed JPM Subordinated Indebtedness and the
Subordinated Notes are subordinated to Senior Indebtedness and, in
speciÑed circumstances relating to the Issuer's dissolution, winding-up,
liquidation or reorganization, to creditors in respect of Derivative Obliga-
9

tions. Assumed Chase Subordinated Indebtedness is subordinated to all
of the Issuer's obligations to creditors, including Senior Indebtedness and
Derivative Obligations. As a result, in the event of the dissolution,
winding-up, liquidation or reorganization of the Issuer, the holders of the
Assumed Chase Subordinated Indebtedness may receive less, propor-
tionately, than the holders of the Subordinated Notes, the Issuer Subor-
dinated Indebtedness and the Assumed JPM 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, is currently being Ñnalized and may be imple-
mented 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