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JPMORGAN CHASE & CO. - Irish Stock Exchange

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and/or Consolidation:<br />

Maturities:<br />

Denomination:<br />

Form of Notes:<br />

and Monetary Union may, following the giving of notice by the Issuer<br />

to the Noteholders, the Agent, Euroclear and Clearstream,<br />

Luxembourg, be subject to redenomination (if so specified in the<br />

applicable Final Terms or Prospectus, in accordance with “Terms and<br />

Conditions of the Notes - Condition 6(d)), Conversion, Substitution or<br />

Redenomination of Currency”.<br />

Such maturities as may be agreed between the Issuer and the relevant<br />

Dealer, subject to such minimum or maximum maturities as may be<br />

allowed or required from time to time by the relevant central bank (or<br />

equivalent body) or any laws or regulations applicable to the Issuer or<br />

the relevant Specified Currency.<br />

Other than as may be specified in the applicable Final Terms or<br />

Prospectus, Notes will have a minimum denomination of at least<br />

€1,000 (or its equivalent in other currencies), provided that (i) in the<br />

case of any Notes which are to be admitted to trading on a regulated<br />

market within the European Economic Area (“EEA”) or offered to<br />

the public in a Member State of the EEA in circumstances which<br />

require the publication of a prospectus under Directive (2003/71/EC)<br />

(the “Prospectus Directive”), the minimum denomination shall be<br />

€50,000 and, in the case of Registered Notes only, integral multiples<br />

of €1,000 above such minimum denomination as specified in the<br />

applicable Final Terms or Prospectus, (or the equivalent of such<br />

amounts in another currency as at the date of issue of the Notes); (ii)<br />

the minimum denomination of Bearer Notes with maturities of 183<br />

days or less will be not less than U.S.$500,000 (or its equivalent in<br />

other currencies) and such Bearer Notes will contain special<br />

certification by the holders of their connection with the United States;<br />

(iii) unless otherwise permitted by then current laws and regulations,<br />

Notes (including Notes denominated in sterling) in respect of which<br />

the issue proceeds are received by the Issuer in the United Kingdom<br />

and which have a maturity of less than one year will (A) have a<br />

minimum redemption value of at least £100,000 (or its equivalent in<br />

other currencies) and be issued only to (1) persons whose ordinary<br />

activities involve them in acquiring, holding, managing or disposing<br />

of investments (as principal or agent) for the purposes of their<br />

businesses or (2) persons who it is reasonable to expect will acquire,<br />

hold, manage or dispose of investments (as principal or agent) for the<br />

purposes of their businesses or (B) be issued in other circumstances<br />

which do not constitute a contravention of section 19 of the FSMA by<br />

the Issuer; and (iv) subject to the foregoing, the minimum<br />

denomination of Restricted Notes will be not less than U.S.$100,000<br />

(or its equivalent in any other currency rounded upwards as agreed<br />

between the Issuer and the relevant Dealer(s)), and integral multiples,<br />

(if any) above such minimum denomination, as specified in the<br />

applicable Final Terms or Prospectus, in certain limited circumstances<br />

described herein. No Certificates in definitive form will be issued<br />

with a denomination above €99,000.<br />

The Notes may be issued in bearer form only (“Bearer Notes”), or in<br />

registered form only (“Registered Notes”).<br />

Each Tranche of Bearer Notes will initially be represented by interests<br />

in one or more temporary Global Notes (each a “Temporary Global<br />

Note”).<br />

5

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