JPMORGAN CHASE & CO. - Irish Stock Exchange

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FORM OF FINAL TERMS Final Terms [JPMORGAN CHASE & CO. LOGO] JPMORGAN CHASE & CO. [Title of Relevant Series (specifying type of Notes)] issued pursuant to U.S.$14,000,000,000 Structured Euro Medium Term Note Programme SERIES NO: [ ] TRANCHE NO: [ ] Issue Price: [ ] per cent. [Publicity Name(s) of Dealer(s)] The date of these Final Terms is [ ]. 100
PART A — CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 14 January 2009 [and the supplement to the Base Prospectus dated [ ]] (the “Base Prospectus”) which [together] constitute[s] a base prospectus for the purposes of Directive 2003/71/EC (the “Prospectus Directive”). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Base Prospectus [as so supplemented]. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus [as so supplemented]. [The Base Prospectus [and the supplement to the Base Prospectus] [is]/[are] available for viewing at [address] [and] www.financialregulator.ie and copies may be obtained from the offices of The Bank of New York Mellon, One Canada Square, Canary Wharf, London E14 5AL and BNY Financial Services PLC, 4 th Floor, Hanover Building, Windmill Lane, Dublin 2, Ireland.] [The following alternative language applies if the first Tranche of an issue which is being increased was issued under a prospectus or Base Prospectus with an earlier date. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the Base Prospectus dated [original date] [and the supplement to the Base Prospectus dated [ ]] (the “Base Prospectus”). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of Directive 2003/71/EC (the “Prospectus Directive”) and must be read in conjunction with the Base Prospectus dated [current date] [and the supplement to the Base Prospectus dated [ ]], which [together] constitute[s] a base prospectus for the purposes of the Prospectus Directive, save in respect of the Conditions which are extracted from the Base Prospectus dated [original date] [and the supplement to the Base Prospectus dated [ ]]. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectuses dated [original date] and [current date] [and the supplement to the Base Prospectuses dated [ ] and [ ]. [The Base Prospectuses [and the supplement to the Base Prospectuses] are available for viewing at [address] [and] www.financialregulator.ie and copies may be obtained from the offices of The Bank of New York Mellon, One Canada Square, Canary Wharf, London E14 5AL and BNY Financial Services PLC, 4 th Floor, Hanover Building, Windmill Lane, Dublin 2, Ireland.]] Insert the following paragraph for Bearer Notes: [THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 AS AMENDED (THE “SECURITIES ACT”) AND THE NOTES COMPRISE BEARER NOTES THAT ARE SUBJECT TO U.S. TAX LAW REQUIREMENTS. SUBJECT TO CERTAIN EXCEPTIONS, THE NOTES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”)). THESE FINAL TERMS HAVE BEEN PREPARED BY THE ISSUER FOR USE IN CONNECTION WITH THE OFFER AND SALE OF THE NOTES OUTSIDE THE UNITED STATES TO NON-U.S. PERSONS IN RELIANCE ON REGULATION S AND FOR LISTING OF THE NOTES ON THE REGULATED MARKET OF THE IRISH STOCK EXCHANGE. FOR A DESCRIPTION OF THESE AND CERTAIN FURTHER RESTRICTIONS ON OFFERS AND SALES OF THE NOTES AND DISTRIBUTION OF THESE FINAL TERMS AND THE BASE PROSPECTUS. SEE “SUBSCRIPTION AND SALE IN THE BASE PROSPECTUS]. Insert the following paragraphs for Registered Notes: THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 AS AMENDED (THE “SECURITIES ACT”). SUBJECT TO CERTAIN EXCEPTIONS, THE NOTES MAY NOT BE OFFERED OR SOLD /OFFERED, SOLD OR DELIVERED] WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”)). THESE FINAL TERMS HAVE BEEN PREPARED BY THE ISSUER FOR USE IN CONNECTION WITH THE OFFER AND SALE OF THE NOTES OUTSIDE THE UNITED STATES TO NON-U.S. PERSONS IN RELIANCE ON REGULATION S [AND WITHIN THE UNITED STATES TO “QUALIFIED INSTITUTIONAL BUYERS” IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)] [AND FOR LISTING OF THE NOTES ON THE REGULATED MARKET OF THE IRISH STOCK EXCHANGE]. [PROSPECTIVE PURCHASERS ARE HEREBY NOTIFIED THAT SELLERS OF THE NOTES MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A]. FOR A DESCRIPTION OF THESE AND CERTAIN FURTHER 101
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Base Prospectus JPMORGAN CHASE & CO
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Neither the Arranger nor the Dealer
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Each prospective purchaser of Notes
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GENERAL DESCRIPTION OF THE PROGRAMM
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The Issuer’s filings with the SEC
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and/or Consolidation: Maturities: D
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nominee for a Common Depositary of
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dates on which, and the amounts in
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RISK FACTORS The risk factors descr
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JPMorgan Chase’s acquisitions and
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JPMorgan Chase faces significant le
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this could cause JPMorgan Chase to
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The success of the acquisition will
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(iv) (v) understand thoroughly the
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Inverse Floating Rate Notes Inverse
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objectives or strategies or have be
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Legal Investment Considerations May
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“ANY UNITED STATES PERSON WHO HOL
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Delivery of Notes On or after any d
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notices to the holders of Notes of
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amended (the “Exchange Act”), o
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Pre-Issue Trade Settlements It is e
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least €50,000 (or the equivalent
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euro, a day on which commercial ban
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Interest Notes will be determined i
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Transfer Agents (if applicable) and
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“D(2)” is the calendar day, exp
Page 55 and 56: (b) Early Redemption of Zero Coupon
Page 57 and 58: (f) Partly Paid Notes Partly Paid N
Page 59 and 60: Currency) equal to the sum of the v
Page 61 and 62: (C) Notice Upon the occurrence of a
Page 63 and 64: the amount of the national currency
Page 65 and 66: (C) any Additional Financial Centre
Page 67 and 68: If, prior to the delivery of the As
Page 69 and 70: (d) (e) (f) there will at all times
Page 71 and 72: In addition, modifications and amen
Page 73 and 74: the delivery of the relevant notice
Page 75 and 76: History, Development and Organisati
Page 77 and 78: “Merger”). The Merger provides
Page 79 and 80: TAXATION OF THE NOTES Taxation Exce
Page 81 and 82: organisations, dealers in securitie
Page 83 and 84: case of a Registered Note that is a
Page 85 and 86: the terms of the Variable Interest
Page 87 and 88: in amounts equal to the annual paym
Page 89 and 90: Foreign Currency Registered Notes I
Page 91 and 92: in that year is treated as a paymen
Page 93 and 94: U.S. Federal Income Tax Treatment o
Page 95 and 96: Part 2 Non-U.S. Holders Except wher
Page 97 and 98: with documentation upon which the b
Page 99 and 100: SUBSCRIPTION AND SALE Subject to th
Page 101 and 102: (iii) (iv) (v) if it is a United St
Page 103 and 104: Prospectus Directive. For the purpo
Page 105: Unrestricted Notes Each purchaser o
Page 109 and 110: Registered Notes only] [of at least
Page 111 and 112: the Agency Agreement) — Interest
Page 113 and 114: (v) Issuer’s Option Period (if ap
Page 115 and 116: elate]] 27. Physical Delivery: [App
Page 117 and 118: [Subject as provided below] [t/T]he
Page 119 and 120: [(ii)] Estimated net proceeds: [Not
Page 121 and 122: QUALIFIED INSTITUTIONAL BUYER, (2)
Page 123 and 124: 10. No websites that are cited or r
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