JPMORGAN CHASE & CO. - Irish Stock Exchange

Permanent Global Note or solely in the Common Depositary for DTC or its nominee as the registered holder of the
Global Certificate in accordance with and subject to its terms and the Agency Agreement. References to Euroclear
and/or Clearstream, Luxembourg and/or DTC shall, whenever the context so permits, be deemed to include a reference
to any additional or alternative clearing system approved by the Issuer and the Agent. For transfers of Registered Notes
in Global Certificate Form see “Clearing and Settlement of Registered Notes¾Transfers of Registered Notes”.
Relationship of Accountholders with Clearing Systems
For so long as any of the Notes are represented by a Global Note, each person who is shown in the records of Euroclear
or Clearstream, Luxembourg or DTC as the holder of a particular principal amount of Notes shall be treated by the
Issuer, the Agent, the Transfer Agent and any other Paying Agent as the holder of such principal amount of such Notes
for all purposes other than with respect to the payment of principal or interest on the Notes, the right to which shall be
vested, as against the Issuer, the Agent, the Transfer Agent and any other Paying Agent, solely in the bearer of the
relevant Global Note in accordance with and subject to its terms (and the expressions “Noteholder” and “holder of
Notes” and related expressions shall be construed accordingly).
Each of the persons shown in the records of Euroclear, Clearstream, Luxembourg, DTC or any other clearing system as
the holder of a Note represented by a Global Note or a Global Certificate must look solely to Euroclear, Clearstream,
Luxembourg, DTC or such clearing system (as the case may be) for his share of each payment made by the Issuer to the
bearer of such Global Note or the holder of the underlying Registered Notes, as the case may be, and in relation to all
other rights arising under the Global Notes or Global Certificates, subject to and in accordance with the respective rules
and procedures of Euroclear, Clearstream, Luxembourg or such clearing system (as the case may be). Such persons shall
have no claim directly against the Issuer in respect of payments due on the Notes for so long as the Notes are
represented by such Global Note or Global Certificate and such obligations of the Issuer will be discharged by payment
to the bearer of such Global Note or the holder of the underlying Registered Notes, as the case may be, in respect of
each amount so paid.
General
Pursuant to the Agency Agreement (as defined under “Terms and Conditions of the Notes”), the Agent shall arrange
that, in the case of Notes other than Restricted Notes, where a further Tranche of Notes is issued which is intended to
form a single Series with an existing Tranche of Notes, the Notes of such further Tranche shall be assigned a common
code and ISIN which are different from the common code and ISIN assigned to Notes of any other Tranche of the same
Series until at least the expiry of the distribution compliance period (as defined in Regulation S under the Securities Act)
applicable to the Notes of such Tranche.
A Note may be accelerated by the holder thereof in certain circumstances described in “Terms and Conditions of the
Notes – Condition 9”. In such circumstances, where any Note is still represented by a Global Note and the Global Note
(or any part thereof) has become due and repayable in accordance with the Terms and Conditions of such Notes and
payment in full of the amount due has not been made in accordance with the provisions of the Global Note then the
Global Note will become void at 8.00 p.m. (London time) on such day. At the same time, holders of interests in such
Global Note credited to their accounts with Euroclear and/or Clearstream, Luxembourg or DTC, as the case may be, will
become entitled to proceed directly against the Issuer on the basis of statements of account provided by Euroclear and/or
Clearstream, Luxembourg and/or DTC on and subject to the terms of a deed of covenant (the “Deed of Covenant”)
dated 14 January 2009 executed by the Issuer.
Until such time as any definitive Notes are issued, there may, so long as any Global Notes representing the Notes are
held in their entirety on behalf of Euroclear and/or Clearstream, Luxembourg and/or DTC, be substituted for such
publication in such newspaper(s) the delivery of the relevant notice to Euroclear and/or Clearstream, Luxembourg
and/or DTC for communication by them to the holders of the Notes and, in addition, for so long as any Notes are listed
on a stock exchange and the rules of that stock exchange so require, such notice will be published in a daily newspaper
of general circulation in the place or places required by the rules of that stock exchange. Any such notice shall be
deemed to have been given to the holders of the Notes on the day after the day on which the said notice was given to
Euroclear and/or Clearstream, Luxembourg and/or DTC.
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