JPMORGAN CHASE & CO. - Irish Stock Exchange

Base Prospectus
JPMORGAN CHASE & CO.
(incorporated in the State of Delaware, United States of America)
U.S.$14,000,000,000
Structured Euro Medium Term Note Programme
This document constitutes a Base Prospectus (the “Base Prospectus”) with respect to the U.S.$14,000,000,000 Structured Euro Medium
Term Note Programme (the “Programme”) of JPMorgan Chase & Co. (“JPMorgan Chase” or the “Issuer”). Subject to compliance with all
relevant laws, regulations and directives, JPMorgan Chase 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.$14,000,000,000 (or the equivalent in other currencies) outstanding at any
one time, subject to increase as described herein.
The Base Prospectus has been approved by the Irish Financial Services Regulatory Authority (the “Financial Regulator”) as competent
authority under Directive 2003/71/EC (the “Prospectus Directive”). The Financial Regulator only approves this Base Prospectus as meeting
the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Application has been made to the Irish Stock
Exchange Limited (the “Irish Stock Exchange”) for Notes issued under the Programme to be admitted to the Official List and trading on its
regulated market. Such market is a regulated market for the purposes of Directive 2004/39/EC. For each Series of Notes to be listed and
admitted to trading on the regulated market of the Irish Stock Exchange, Final Terms or a Prospectus (both as defined below) will be filed
with and, if required, approved by the Financial Regulator in its capacity as competent authority in Ireland as required by the Prospectus
(Directive 2003/71/EC) Regulations 2005 of Ireland (the “Irish Prospectus Regulations”) on or before the date of admission to listing and
trading on the regulated market of the Irish Stock Exchange of such Series of Notes. Such approval relates only to the Notes issued under the
Programme which are to be admitted to trading on the regulated market of the Irish Stock Exchange or other regulated markets for the
purposes of Directive 2004/39/EC or which are to be offered to the public in any Member State of the European Economic Area. Notes may
be listed and admitted to trading on such other regulated market or further stock exchanges as may be agreed between the Issuer and the
dealers, and may also be unlisted.
Application may be made for publication of quotations for Restricted Notes (as defined on page 29) in The Portal SM Market (“PORTAL”), a
subsidiary of The Nasdaq Stock Market, Inc. and may be made for designation of Restricted Notes as “PORTAL securities”, as specified in
the applicable Final Terms or Prospectus (as defined below).
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 under “Terms and Conditions of the Notes”) of Notes
will be set out in the applicable Final Terms (the “Final Terms”) which, with respect to Notes to be listed on the Irish Stock Exchange, will
be delivered to the Irish Stock Exchange.
The Issuer may agree with any Dealer that Notes may be issued in a form significantly amending the Terms and Conditions of the Notes
herein, in which event (in the case of Notes intended to be listed on the Irish Stock Exchange) a separate prospectus (a “Prospectus”), will be
made available which will, inter alia, describe the effect of the agreement reached in relation to such Notes and incorporating by reference
this Base Prospectus, and any Supplement (as defined on page i). Such Prospectus will be prepared in a manner which complies with the
rules and regulations of the relevant competent authority for the stock exchange on which the Notes are to be listed, as specified in
the Prospectus.
In the case of any Notes which are to be admitted to trading on a regulated market within the European Economic Area or offered to the
public in a Member State of the European Economic Area in circumstances which require the publication of a prospectus under the
Prospectus Directive, the minimum denomination shall be not less than €50,000 and, in the case of Registered Notes only, integral multiples
(if any) of €1,000 in excess thereof (or the equivalent of such amounts in another currency as at the date of issue of the Notes) as specified in
the applicable Final Terms or Prospectus.
Series or Tranches (as respectively defined on page 39) of Notes issued under the Programme may be rated or unrated. Where a Series or
Tranche of Notes is rated, such rating will be specified in the applicable Final Terms or Prospectus. A rating is not a recommendation to buy,
sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
Prospective purchasers of Notes should ensure that they understand the nature of the relevant Notes and the extent of their exposure
to risks and that they consider the suitability of the relevant Notes as an investment in the light of their own circumstances and
financial condition. Certain issues of Notes include a high degree of risk and potential investors should be prepared to sustain a loss
of all or part of their investment. See the section headed “Risk Factors” for a discussion of certain risks that should be considered in
connection with any investment in the Notes.
The Notes are unsecured general obligations of JPMorgan Chase and are not savings accounts or deposits of JPMorgan Chase or any
of its bank or non-bank subsidiaries and are not insured by the U.S. Federal Deposit Insurance Corporation (the “FDIC”), the U.S.
Deposit Insurance Fund or any other governmental agency or instrumentality. Unless otherwise specified in the applicable Final
Terms or Prospectus, the Notes are not guaranteed under the FDIC’s Temporary Liquidity Guarantee Program.
14 January 2009
Arranger
J.P. Morgan
Dealers
J.P. Morgan

This Base Prospectus, together with any supplements or amendments to this Base Prospectus (each a “Supplement”
and together, the “Supplements”) comprises a base prospectus for the purposes of the Prospectus Directive and for the
purpose of giving information with regard to the Issuer, and the Issuer and its subsidiaries taken as a whole (together,
the “JPMorgan Chase Group”) which, according to the particular nature of JPMorgan Chase Group and the Notes, is
necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and
losses and prospects of the Issuer.
This Base Prospectus is to be read in conjunction with all the documents incorporated by reference herein (see
“Documents Incorporated by Reference”), any Supplements and, in relation to the final terms of any particular Tranche
of Notes, the applicable Final Terms or Prospectus, as the case may be. References to this Base Prospectus shall mean
this Base Prospectus and all documents incorporated by reference herein.
The Issuer accepts responsibility for the information contained in this Base Prospectus. To the best of the knowledge of
the Issuer (having taken all reasonable care to ensure that such is the case) the information contained in this Base
Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information.
The applicable Final Terms or Prospectus will (if applicable) specify the nature of the responsibility taken by the Issuer
for the information relating to any underlying reference asset, entity, currency, commodity, stock, interest rate, index or
other item (each a “Reference Item”) to which the relevant Notes relate and which is contained in such Final Terms or
Prospectus. However, unless otherwise expressly stated in the applicable Final Terms or Prospectus, any information
contained therein relating to a Reference Item will only consist of extracts from, or summaries of, information contained
in financial and other information released publicly by the issuer, owner or sponsor, as the case may be, of such
Reference Item. The Issuer will, unless otherwise expressly stated in the applicable Final Terms or Prospectus, accept
responsibility for accurately reproducing such extracts or summaries (insofar as it is applicable) and confirm that, so
far as it is aware and is able to ascertain from such information, no facts have been omitted which would render the
reproduced information inaccurate or misleading but the Issuer will not accept any further or other responsibility in
respect of such information.
No person is or has been authorised to give any information or to make any representation other than those contained
in this Base Prospectus 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
the Arranger, or any of the Dealers (as defined in “Overview of the Programme”). Neither the delivery of this Base
Prospectus nor any offer or sale made in connection herewith shall, under any circumstances, create any implication
that there has been no change in the affairs of the Issuer or the JPMorgan Chase Group since the date hereof or the
date upon which this Base Prospectus has been most recently amended or supplemented or that there has been no
adverse change in the financial position of the Issuer or the JPMorgan Chase Group since the date hereof or the date
upon which this Base Prospectus 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
different, the date indicated in the document containing the same.
This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any
jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution
of this Base Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions. The Issuer, the
Arranger and the Dealers do not represent that this Base Prospectus may be lawfully distributed, or that any Notes may
be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or
pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or
offering. In particular, no action has been taken by the Issuer, the Arranger or the Dealers which would permit a public
offering of any Notes or distribution of this document in any jurisdiction where action for that purpose is required.
Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Base Prospectus nor any
advertisement or other offering material may be distributed or published in any jurisdiction, except in circumstances
that will result in compliance with any applicable laws and regulations. Persons into whose possession this Base
Prospectus or any Notes may come must inform themselves about, and observe, any such restrictions on the distribution
of this Base Prospectus and the offering and sale of Notes. In particular, there are restrictions on the distribution of
this Base Prospectus and the offer or sale of Notes in the United States, the United Kingdom, the Republic of Ireland
and Japan (see the section headed “Subscription and Sale”).
i

Neither the Arranger nor the Dealers have independently verified the information contained in this Base Prospectus.
Neither the Arranger nor any Dealer makes any representation, warranty or undertaking express or implied, or accepts
any responsibility, with respect to the accuracy or completeness of any of the information in this Base Prospectus or any
other information provided by the Issuer in connection with the Programme. Neither this Base Prospectus nor any
document incorporated by reference herein is 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 Base
Prospectus (or any document incorporated by reference herein) should purchase the Notes. Each potential purchaser of
Notes should determine for itself the relevance of the information contained in, or incorporated by reference into, this
Base Prospectus and its purchase of Notes should be based upon such investigation as it deems necessary. Neither the
Arranger nor any Dealer undertakes to review the financial condition or affairs of the Issuer during the life of the
arrangements contemplated by this Base Prospectus nor to advise any investor or potential investor in the Notes of any
information coming to the attention of the Arranger or any of the Dealers.
This Base Prospectus does not describe all of the risk factors (including those relating to each investor’s particular
circumstances) of an investment in Notes of a particular structure, including (without limitation) the interest rate,
exchange rate or other indices, relevant specified currencies, calculation formulae, and redemption, option and other
rights associated with such Notes or where the investor’s currency is other than the Specified Currency (as specified in
the applicable Final Terms or Prospectus) of issue or in which payment of such Notes will be made. The risk factors
identified in this Base Prospectus are provided as general information only. Investors should consult their own
financial, legal, tax, and other professional advisers as to the risk factors 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 “Risk Factors” for a discussion of certain risks that should be
considered in connection with any investment in the Notes.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes shall in any circumstances
imply that the information contained herein concerning the Issuer is correct at any time subsequent to the date hereof or
that any other information supplied in connection with the Programme is correct as of any time subsequent to the date
indicated in the document containing the same. Investors should review, in addition to this Base Prospectus, inter alia,
the most recently published Supplements to this Base Prospectus (if any) and any information incorporated by reference
therein when deciding whether or not to purchase any Notes. Unless otherwise stated in the applicable Final Terms or
Prospectus, the Issuer does not intend to provide any post-issuance information in relation to any assets underlying
issues of Notes constituting derivatives securities and the Issuer does not intend to provide any post-issuance
information of any kind other than supplements to this Base Prospectus which it is required to publish by law.
THE BEARER NOTES (AS DEFINED ON PAGE 38) HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE U.S. SECURITIES ACT OF 1933 AS AMENDED (THE “SECURITIES ACT”) AND ARE
SUBJECT TO U.S. TAX LAW REQUIREMENTS. SUBJECT TO CERTAIN EXCEPTIONS, BEARER NOTES
MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE
ACCOUNT OR BENEFIT OF, U.S. PERSONS (SEE “SUBSCRIPTION AND SALE” BELOW).
THE REGISTERED NOTES (AS DEFINED ON PAGE 38) HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT, OR WITH ANY SECURITIES REGULATORY AUTHORITY
OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. SUBJECT TO CERTAIN
EXCEPTIONS, THE REGISTERED 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”)). THE REGISTERED NOTES ARE BEING OFFERED
AND SOLD 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”). PROSPECTIVE PURCHASERS ARE HEREBY
NOTIFIED THAT SELLERS OF THE REGISTERED NOTES MAY BE RELYING ON THE EXEMPTION
FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A. THIS
BASE PROSPECTUS HAS BEEN PREPARED BY THE ISSUER FOR USE IN CONNECTION WITH THE
OFFER AND SALE OF NOTES AND FOR THE LISTING OF NOTES ON THE REGULATED MARKET OF
THE IRISH STOCK EXCHANGE.
ii

THE REGISTERED NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES
AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN THE UNITED STATES OR
ANY OTHER U.S. REGULATORY AUTHORITY NOR HAVE ANY OF THE FOREGOING AUTHORITIES
PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OF REGISTERED NOTES OR THE
ACCURACY OR THE ADEQUACY OF THIS BASE PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
NOTICE TO NEW HAMPSHIRE RESIDENTS: NEITHER THE FACT THAT A REGISTRATION STATEMENT
NOR AN APPLICATION FOR A LICENCE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW
HAMPSHIRE REVISED STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A
SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW
HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT
ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER
ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A
SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY
UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY
PERSONS, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY
PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH
THE PROVISIONS OF THIS PARAGRAPH.
Notes may be sold by the Issuer and/or any Dealer at such times and at such prices as the Issuer and/or the Dealer(s)
may select. There is no obligation on the Issuer or any Dealer to sell all of the Notes of a Tranche. The Notes may be
offered or sold from time to time in one or more transactions, in the over-the-counter market at prevailing market prices
or in negotiated transactions, at the discretion of the Issuer and/or the Dealer(s), as the case may be. No representation
or warranty or other assurance is given as to the number of the Notes of a Tranche issued or outstanding at any time.
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to “$”, “U.S.$” and
“U.S. dollars” are to United States dollars, references to “euro” or “€” are to the currency introduced at the start of
the third stage of the European Economic and Monetary Union pursuant to the Treaty establishing the European
Community, as amended and references to “sterling” and “£” are to pounds sterling.
STABILISATION
IN CONNECTION WITH THE ISSUE OF ANY TRANCHE, THE DEALER OR DEALERS (IF ANY) NAMED
AS THE STABILISING MANAGER(S) (THE “STABILISING MANAGER(S)”) (OR PERSONS ACTING ON
BEHALF OF A STABILISING MANAGER) IN THE APPLICABLE FINAL TERMS OR PROSPECTUS MAY
OVER-ALLOT NOTES (PROVIDED THAT, IN THE CASE OF ANY TRANCHE TO BE LISTED ON ANY
REGULATED MARKET FOR THE PURPOSES OF DIRECTIVE 2004/39/EC, THE AGGREGATE
PRINCIPAL AMOUNT OF NOTES ALLOTTED DOES NOT EXCEED 105 PER CENT. OF THE
AGGREGATE PRINCIPAL AMOUNT OF THE RELEVANT TRANCHE) OR EFFECT TRANSACTIONS
WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN
THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE
STABILISING MANAGER(S) (OR PERSONS ACTING ON BEHALF OF A STABILISING MANAGER)
WILL UNDERTAKE STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN ON OR
AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE FINAL TERMS OF THE
OFFER OF THE RELEVANT TRANCHE IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME,
BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE
RELEVANT TRANCHE AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE RELEVANT
TRANCHE. ANY STABILISATION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE
RELEVANT STABILISING MANAGER(S) (OR PERSONS ACTING ON BEHALF OF ANY STABILISING
MANAGER(S)) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
iii

Each prospective purchaser of Notes and such purchaser's employees, representatives or other agents may
disclose to any and all persons, without limitation of any kind, the U.S. federal income tax treatment and tax
structure of the offering of Notes pursuant to this Base Prospectus and all materials of any kind (including any
opinions or other tax analyses provided) relating to such U.S. federal income tax treatment and tax structure
insofar as such treatments and/or structure relates to a U.S. federal income tax strategy provided to such person
by JPMorgan Chase or its affiliates.
iv

TABLE OF CONTENTS
GENERAL DESCRIPTION OF THE PROGRAMME................................................................................... 1
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................... 2
OVERVIEW OF THE PROGRAMME...................................................................................................... 4
RISK FACTORS .............................................................................................................................11
FORM OF THE NOTES ....................................................................................................................28
CLEARING AND SETTLEMENT OF REGISTERED NOTES.....................................................................34
TERMS AND CONDITIONS OF THE NOTES.......................................................................................38
USE OF PROCEEDS........................................................................................................................68
JPMORGAN CHASE & CO................................................................................................................69
TAXATION OF THE NOTES .............................................................................................................73
CERTAIN ERISA CONSIDERATIONS ................................................................................................92
SUBSCRIPTION AND SALE .............................................................................................................93
TRANSFER RESTRICTIONS FOR REGISTERED NOTES.......................................................................98
FORM OF FINAL TERMS ............................................................................................................... 100
GENERAL INFORMATION.............................................................................................................. 116
v

GENERAL DESCRIPTION OF THE PROGRAMME
Under the Programme, the Issuer may from time to time issue Notes denominated in any currency, subject as set out
herein. Notes may be issued in bearer or registered form. A summary of the terms and conditions of the Programme
and the Notes appears below. The applicable terms of any Notes will be agreed between the Issuer and the relevant
Dealer prior to the issue of the Notes and will be set out in the Terms and Conditions of the Notes endorsed on, attached
to, or incorporated by reference into, the Notes, as modified and supplemented by the applicable Final Terms (or
Prospectus, as the case may be), attached to, or endorsed on, such Notes, as more fully described under “Form of the
Notes” below.
This Base Prospectus and any supplement hereto will only be valid for listing Notes on the Irish Stock Exchange during
the period of 12 months from the date of this Base Prospectus in an aggregate nominal amount which, when added to the
aggregate nominal amount then outstanding of all Notes previously or simultaneously issued under the Programme, does
not exceed U.S.$14,000,000,000 or its equivalent in other currencies. For the purpose of calculating the U.S. dollar
equivalent of the aggregate nominal amount of Notes issued under the Programme from time to time:
(a)
(b)
(c)
the U.S. dollar equivalent of Notes denominated in another Specified Currency (as specified in the applicable
Final Terms or Prospectus in relation to the relevant Notes, described under “Form of the Notes”) shall be
determined, at the discretion of the Issuer, either as of the date on which agreement is reached for the issue of
Notes or on the preceding day on which commercial banks and foreign exchange markets are open for business
in London, in each case on the basis of the spot rate for the sale of U.S. dollars against the purchase of such
Specified Currency in the London foreign exchange market quoted by any leading international bank selected
by the Issuer on the relevant day of calculation;
the U.S. dollar equivalent of Dual Currency Notes, Index Linked Redemption Notes, Credit Linked Notes,
Equity Linked Notes and Partly Paid Notes (each as specified in the applicable Final Terms or Prospectus in
relation to the relevant Notes, described under “Form of the Notes”) shall be calculated in the manner specified
above by reference to the original nominal amount on issue of such Notes (in the case of Partly Paid Notes
regardless of the subscription price paid); and
the U.S. dollar equivalent of Zero Coupon Notes (as specified in the applicable Final Terms or Prospectus in
relation to the relevant Notes, described under “Form of the Notes”) and other Notes issued at a discount or a
premium shall be calculated in the manner specified above by reference to the net proceeds received by the
Issuer for the relevant issue.
In the case of any Notes which are to be admitted to trading on a regulated market within the European Economic Area
or offered to the public in a Member State of the European Economic Area in circumstances which require the
publication of a prospectus under the Prospectus Directive, the minimum denomination shall be not less than €50,000 or
its equivalent in any other currency and, in the case of Registered Notes only, integral multiples (if any) of €1,000 in
excess thereof (or the equivalent of such amounts in another currency as at the date of issue of the Notes) as are
specified in the applicable Final Terms or Prospectus, calculated as at the date of issue of the Notes.
The minimum denomination of Restricted Notes will be not less than U.S.$100,000 (or its equivalent in another
currency rounded upwards as agreed between the Issuer and the relevant Dealer(s)) and integral multiples (if any) above
such minimum denomination as are specified in the applicable Final Terms or Prospectus. Provided, however, that in
the case of Restricted Notes, which are to be admitted to trading on a regulated market within the European Economic
Area or offered to the public in a Member State, in circumstances which require the publication of a prospectus under
the Prospectus Directive, the minimum denomination shall be the equivalent of at least €50,000.
1

DOCUMENTS INCORPORATED BY REFERENCE
This Base Prospectus should be read and construed in conjunction with each supplement or amendment hereto and the
documents incorporated by reference herein. The following documents have been previously filed with the Irish Stock
Exchange and are hereby incorporated by reference and deemed to be a part hereof:
(a)
the Annual Report on Form 10-K of the Issuer for the year ended 31 December 2007 filed with the U.S.
Securities and Exchange Commission (the “SEC”), which contains the audited consolidated financial
statements of the Issuer as at and for the years ended 31 December 2007 and 2006 (together with the audit
report thereon dated 20 February 2008, covering the balance sheet for each of the two years presented and the
other financial statements for each of the three years presented);
(b) the Quarterly Reports on Form 10-Q of the Issuer for the quarters ended 31 March 2008, 30 June 2008 and 30
September 2008 filed with the SEC, which contain the unaudited consolidated financial statements of the Issuer
as at and for the quarters ended 31 March 2008, 30 June 2008 and 30 September 2008, respectively;
(c)
the Current Reports on Form 8-K of the Issuer dated 16 April 2008, 17 July 2008 and 15 October 2008 filed
with the SEC, which contain the earnings press releases of the Issuer for the quarters ended 31 March 2008, 30
June 2008 and 30 September 2008, respectively;
(d) the Current Reports on Form 8-K of the Issuer dated 18 March 2008, 20 March 2008, 24 March 2008 and 31
July 2008 filed with the SEC, which contain information relating to the merger agreement between the Issuer
and The Bear Stearns Companies Inc.;
(e)
(f)
(g)
(h)
(i)
the Current Reports on Form 8-K of the Issuer dated 5 June 2008 and 19 November 2008 filed with the SEC,
which contain unaudited pro forma combined financial information for the three months ended 31 March 2008
and the nine months ended 30 September 2008, respectively, and the year ended 31 December 2007, in respect
of the merger on 30 May 2008 of a wholly owned subsidiary of the Issuer with and into Bear Stearns;
the Current Report on Form 8-K of the Issuer dated 25 September 2008 filed with the SEC, which contains
information relating to the acquisition of the assets of the banking operations of Washington Mutual;
the Current Report on Form 8-K of the Issuer dated 17 October 2008 filed with the SEC, relating to the U.S.
Treasury Department’s capital purchase program;
the Proxy Statement on Schedule 14A of the Issuer dated 31 March 2008 filed with the SEC; and
the Terms and Conditions set out in each of the Base Prospectus dated 15 December 2005, the Base Prospectus
dated 18 January 2006, the Base Prospectus dated 15 January 2007 and the Base Prospectus dated 14 January
2008, in each case prepared by the Issuer in connection with the Programme.
Investors who have not previously reviewed the information contained in the above documents should do so in
connection with their evaluation of any securities issued by the Issuer. Copies of the documents incorporated by
reference in this Base Prospectus will be available free of charge at the offices of BNY Financial Services PLC, 4th
Floor, Hanover Building, Windmill Lane, Dublin 2, Ireland, and of The Bank of New York Mellon, One Canada
Square, Canary Wharf, London E14 5AL. Any person receiving a copy of this Base Prospectus 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 specifically incorporated by reference).
Any statement contained herein or in a document incorporated by reference herein shall be modified or superseded for
the purposes of this Base Prospectus to the extent that a statement contained in any supplement to this Base Prospectus
(or contained in any document incorporated by reference therein) modifies or supersedes such statement Any such
statement modified or superseded shall not, except as so modified or superseded, constitute a part of the Prospectus.
Any documents which are incorporated by reference into the documents listed above shall not constitute a part of this
Base Prospectus.
2

The Issuer’s filings with the SEC are available to the public on the website maintained by the SEC at
http://www.sec.gov. Such filings can also be inspected and printed or copied, for a fee, at the SEC’s Office of Public
Reference, 100 F Street N.E., Washington, D.C. 20549, U.S.A., or by contacting that office by phone: +001 202 942
8090, fax: +001 202 628 9001 or e-mail: publicinfo@sec.gov. Investors may call the SEC at +001 800 732 0330 for
further information on the public reference rooms. JPMorgan Chase’s SEC filings can also be viewed on the Issuer’s
website at http://investor.shareholder.com/jpmorganchase/. Unless specifically incorporated by reference in this Base
Prospectus, the Issuer’s filings with the SEC shall not be deemed to be part of this Base Prospectus.
Copies of the documents incorporated by reference in this Base Prospectus can also be viewed at the Financial
Regulator’s website at www.financialregulator.ie.
3

OVERVIEW OF THE PROGRAMME
The following overview does not purport to be complete and is taken from, and is qualified in its entirety by, the
remainder of this Base Prospectus and, in relation to the terms and conditions of any particular Tranche of Notes, the
applicable Final Terms or Prospectus. Words and expressions defined in “Terms and Conditions of the Notes” below
shall have the same meanings in this overview. 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 a Supplement to this
Base Prospectus, if appropriate, will be made available which will describe the effect of the agreement reached in
relation to such Notes.
Issuer:
JPMorgan Chase & Co.
Description: Structured Euro Medium Term Note Programme. Up to
U.S.$14,000,000,000 (or the equivalent in other currencies calculated
as set out in “General Description of the Programme”) aggregate
principal amount of Notes outstanding at any one time may be issued
as of the date hereof under the Programme. The Issuer will have the
option at any time to increase the aggregate principal amount of the
Programme, in accordance with the terms of the Programme
Agreement.
Arranger:
Dealer:
J.P. Morgan Securities Ltd.
J.P. Morgan Securities Ltd. and J.P. Morgan Securities Inc.
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 Base Prospectus to the “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 all persons
appointed as a dealer in respect of one or more Tranches.
Issuing and Paying Agent:
Paying Agents:
Calculation Agent:
Registrar:
New York City Registrar:
Transfer Agents:
Currencies:
Redenomination,
Renominalisation
Reconventioning
The Bank of New York Mellon
The Bank of New York Mellon and BNY Financial Services PLC
JPMorgan Chase Bank National Association (acting through its
London Branch) unless otherwise specified in the applicable
Prospectus or Final Terms
The Bank of New York (Luxembourg) S.A.
The Bank of New York Mellon
The Bank of New York Mellon and BNY Financial Services PLC
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.
If so specified in the applicable Final Terms or Prospectus, Notes
denominated in the national currency of a Member State that
subsequently participates in the third stage of the European Economic
4

and/or Consolidation:
Maturities:
Denomination:
Form of Notes:
and Monetary Union may, following the giving of notice by the Issuer
to the Noteholders, the Agent, Euroclear and Clearstream,
Luxembourg, be subject to redenomination (if so specified in the
applicable Final Terms or Prospectus, in accordance with “Terms and
Conditions of the Notes - Condition 6(d)), Conversion, Substitution or
Redenomination of Currency”.
Such maturities as may be agreed between the Issuer and the relevant
Dealer, subject to such minimum or maximum maturities as may be
allowed or required from time to time by the relevant central bank (or
equivalent body) or any laws or regulations applicable to the Issuer or
the relevant Specified Currency.
Other than as may be specified in the applicable Final Terms or
Prospectus, Notes will have a minimum denomination of at least
€1,000 (or its equivalent in other currencies), provided that (i) in the
case of any Notes which are to be admitted to trading on a regulated
market within the European Economic Area (“EEA”) or offered to
the public in a Member State of the EEA in circumstances which
require the publication of a prospectus under Directive (2003/71/EC)
(the “Prospectus Directive”), the minimum denomination shall be
€50,000 and, in the case of Registered Notes only, integral multiples
of €1,000 above such minimum denomination as specified in the
applicable Final Terms or Prospectus, (or the equivalent of such
amounts in another currency as at the date of issue of the Notes); (ii)
the minimum denomination of 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
certification by the holders of their connection with the United States;
(iii) unless otherwise permitted by then current laws and regulations,
Notes (including 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 will (A) have a
minimum redemption value of at least £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 FSMA by
the Issuer; and (iv) subject to the foregoing, the minimum
denomination of Restricted Notes will be not less than U.S.$100,000
(or its equivalent in any other currency rounded upwards as agreed
between the Issuer and the relevant Dealer(s)), and integral multiples,
(if any) above such minimum denomination, as specified in the
applicable Final Terms or Prospectus, in certain limited circumstances
described herein. No Certificates in definitive form will be issued
with a denomination above €99,000.
The Notes may be issued in bearer form only (“Bearer Notes”), or in
registered form only (“Registered Notes”).
Each Tranche of Bearer Notes will initially be represented by interests
in one or more temporary Global Notes (each a “Temporary Global
Note”).
5

Temporary Global Notes will:
(a)
(b)
if the Temporary Global Notes are intended to be issued in
NGN form, as stated in the applicable Final Terms, be
delivered on or prior to the original issue date to a Common
Safekeeper for Euroclear and Clearstream, Luxembourg; and
if the Temporary Global Notes are not intended to be issued
in NGN form, be delivered on or prior to the original issue
date to:
(i) a Common Depositary for Euroclear and
Clearstream, Luxembourg; or
(ii)
in the case of a Tranche of Notes which if has
agreed may be held through it, The Central
Depositary (Pte) Limited.
Subject as provided in the applicable Final Terms or Prospectus,
Temporary Global Notes will be exchangeable, only in the manner
and upon compliance with the procedures described herein, free of
charge for either (i) interests in permanent Global Notes, on or after
the date which is 40 days after the Temporary Global Note is issued
and upon certification of non-U.S. beneficial ownership (each a
“Permanent Global Note” and, together with the Temporary Global
Notes, the “Global Notes”) or (ii) on the occurrence of an Exchange
Event, for Definitive Notes, as defined below. Permanent Global
Notes will be exchangeable for Definitive Notes upon either (A) in
the case of Bearer Notes with an original maturity of more than 183
days, the applicable Permanent Global Note may be exchanged free
of charge (i) if requested by the holder (in which event such holder’s
Definitive Notes will be removed, upon issuance, from the specified
clearing system and may not be readmitted into the specified clearing
system), or (ii) upon the occurrence of an Exchange Event, or (B) in
the case of Bearer Notes having an original maturity of up to 183
days, only upon the occurrence of an Exchange Event as described
under “Form of Notes” below. “Definitive Notes” means, in relation
to any Global Note, the definitive 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 Instalment Amounts
that have not already been paid on the Global Note and a Talon).
Registered Notes of each Tranche of a Series which are sold in an
“offshore transaction” within the meaning of Regulation S under the
Securities Act will be represented by interests in a temporary global
registered certificate (each a “Temporary Regulation S Global
Certificate”), which will be exchangeable on or after the date which
is 40 days after the Temporary Regulation S Global Certificate is
issued and upon certification of non-U.S. beneficial ownership for
beneficial interests in the related permanent global registered
certificate (each a “Permanent Regulation S Global Certificate”
and, together with the Temporary Regulation S Global Certificate, the
“Regulation S Global Certificates”), without interest coupons,
which will be deposited with, and registered in the name of, a
6

nominee for a Common Depositary of Euroclear and Clearstream,
Luxembourg on its issue date. Beneficial interests in a Regulation S
Global Certificate will be shown on, and transfers thereof will be
effected only through records maintained by, Euroclear or
Clearstream, Luxembourg. Registered Notes of each Tranche of a
Series sold to qualified institutional buyers within the meaning of
Rule 144A under the Securities Act, as referred to in, and subject to
the transfer restrictions described in “Subscription and Sale -
Registered Notes” and “Transfer Restrictions for Registered Notes”,
will on issue be represented by a global registered certificate (each a
“DTC Restricted Global Certificate” and, together with any
Regulation S Global Certificate, the “Global Certificates”), without
interest coupons, which will be deposited with a custodian for, and
registered in the name of a nominee of, The Depository Trust
Company (“DTC”) on its issue date. Beneficial interests in a DTC
Restricted Global Certificate will be shown on, and transfers thereof
will be effected only through, records maintained by DTC and its
participants. See “Clearing and Settlement of Registered Notes”
herein. Definitive certificates (“Certificates”) will only be available
in certain limited circumstances as described herein.
Method of Issue:
Clearing Systems:
Initial Delivery of Notes:
Fixed Rate Notes:
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 first 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 different issue dates. The specific terms of each Tranche
(which will be completed, where necessary, with supplemental terms
and conditions and, save in respect of the issue date, issue price, first
payment of interest and principal amount of the Tranche, will be
identical to the terms of other Tranches of the same Series) will be
completed in the Final Terms or Prospectus.
Euroclear and Clearstream, Luxembourg and DTC and, in relation to
any Series or Tranche, such other clearing system as may be agreed
between the Issuer, the Agent, and the relevant Dealer.
On or before the issue date for each Series or Tranche, the Temporary
Global Note representing Bearer Notes or the Global Certificate
representing Registered Notes may be deposited initially with a
Common Depositary or, in the case of a Temporary Global Note
intended to be issued in NGN form, a Common Safekeeper for
Euroclear and Clearstream, Luxembourg. Global Notes or Global
Certificates 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,
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. In the case of Restricted Notes, on or before the issue date of
each Tranche of Notes, the DTC Restricted Certificate will be
deposited with a custodian for, and registered in the name of, DTC.
Fixed interest will be payable in arrear on the date or dates in each
year specified in the applicable Final Terms or Prospectus and will be
7

calculated on the basis of such Day Count Fraction as is specified in
the applicable Final Terms or Prospectus.
Floating Rate Notes:
Credit Linked Notes:
Zero Coupon Notes:
Index Linked Notes:
Interest Periods and
Rates of
Interest:
Other Notes:
Optional Redemption:
Early Redemption:
Redemption by Instalments:
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 specified in the applicable Final
Terms or Prospectus) as adjusted for any applicable margin. Interest
periods will be specified in the applicable Final Terms or Prospectus.
Notes with respect to which payment of principal and/or interest is
linked to the credit of a specified entity or entities will be issued on
such terms as may be agreed between the Issuer and the relevant
Dealer (as indicated in the applicable Final Terms or Prospectus).
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 -
Condition 4(f)”.
The Final Terms or Prospectus issued in respect of each issue of
Index Linked Redemption Notes or Index Linked Interest Notes will
specify the basis for calculating the amounts of principal or interest
payable, respectively, which may be by reference to a stock index or
formula or as otherwise provided in the applicable Final Terms or
Prospectus and will be calculated on the basis of such Day Count
Fraction as is specified in the applicable Final Terms or Prospectus.
The length of the interest periods for the Notes and the applicable rate
of interest or its method of calculation may differ from time to time or
be constant for any Series. Notes may have a maximum rate of
interest, a minimum rate of interest, or both. The use of interest
accrual periods permits the Notes to bear interest at different rates in
the same interest period. All such information will be set out in the
applicable Final Terms or Prospectus.
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
issue under the Programme will be set out in the applicable Final
Terms or Prospectus.
The Final Terms or Prospectus 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 Noteholders and, if so, the terms applicable to such
redemption.
Except as provided in “Optional Redemption” above, Notes will be
redeemable at the option of the Issuer prior to maturity only in the
case of Index Linked Redemption Notes, following an Index
Adjustment Event in accordance with Condition 5(g)(iii). See “Terms
and Conditions of the Notes - Condition 5”.
The Final Terms or Prospectus issued in respect of each issue of
Notes that are redeemable in two or more instalments will set out the
8

dates on which, and the amounts in which, such Notes may be
redeemed.
Withholding Tax:
Status of Notes:
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 required by law. In the event that any such
withholding or deduction is required, the Issuer will not be required to
pay additional amounts to cover the amounts so deducted. The
applicable Final Terms or Prospectus will state if any payments made
with respect to Dual Currency Notes or Index Linked Notes are
subject to any such deduction or withholding. See “Taxation of the
Notes”.
The Notes will constitute unsubordinated and unsecured obligations
of the Issuer as described in “Terms and Conditions of the Notes —
Condition 3(b)”.
The Notes are unsecured general obligations of JPMorgan Chase
and are not savings accounts or deposits of JPMorgan Chase or
any of its bank or non-bank subsidiaries and are not insured by
the U.S. Federal Deposit Insurance Corporation (the “FDIC”),
the U.S. Deposit Insurance Fund or any other governmental
agency or instrumentality. Unless otherwise specified in the
applicable Final Terms or Prospectus, the Notes are not
guaranteed under the FDIC’s Temporary Liquidity Guarantee
Program.
Negative Pledge:
Cross Default:
Listing:
Governing Law:
Ratings:
None.
None.
Application has been made to admit Notes issued under the
Programme to trading on the regulated market of the Irish Stock
Exchange or on such other further stock exchange(s) as may be
agreed between the Issuer and the relevant Dealer in relation to each
Tranche. Unlisted Notes may also be issued. The applicable Final
Terms or Prospectus will state whether or not the Notes are to be
listed and, if so, on which stock exchange(s). The requirements of
Ireland and other member states of the European Union pursuant to
the Directive 2004/39/EC of the European Parliament and of the
Council on the harmonisation 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 determined by the Issuer, in its sole discretion, to be unduly
burdensome. In particular, the Issuer may be required to publish
financial 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.
The Notes will be governed by and construed in accordance with
English law.
Tranches of Notes issued under the Programme may be rated or
unrated. Where a Series or Tranche of Notes is rated, such rating will
be specified in the applicable Final Terms or Prospectus. A rating is
9

not a recommendation to buy, sell or hold securities and may be
subject to suspension, reduction or withdrawal at any time by the
assigning rating agency.
Selling Restrictions:
United States, EEA, United Kingdom, the Republic of Ireland, 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 Notes will be issued in compliance with U.S. Treas. Reg.
§1.163-5(c)(2)(i)(D) (the “D Rules”).
All Registered Notes resold other than in an offshore transaction
within the meaning of Regulation S under the Securities Act: Rule
144A.
10

RISK FACTORS
The risk factors described below as well as the other information included, or incorporated by reference, in this Base
Prospectus, or included or incorporated by reference in any Prospectus and in any amendment or Supplement to this
Base Prospectus may be material for the purpose of assessing (i) the business risks that may affect the Issuer’s
business and profitability and (ii) the market risks associated with the Notes issued under the Programme. The
business, financial condition or results of operations of the Issuer could be materially adversely affected by any of
these risks. Prior to making an investment decision, prospective investors should consider carefully, in light of their
own financial circumstances and investment objectives, (i) all the information set forth in this Base Prospectus, any
Prospectus and any amendment or supplement to this Base Prospectus and, in particular, the risk factors set forth
below (which the Issuer, in its reasonable opinion, believes represents or may represent the risk factors known to it
which may affect the Issuer’s ability to fulfil its obligations under the Notes) and (ii) all the information set forth in
the applicable Final Terms. The following risk factors are contingencies which may or may not occur and the Issuer
is not in a position to express a view on the likelihood of any such contingency occurring.
Business Risks Applicable to the Issuer’s Business
Risks of holders of securities in a financial holding company
JPMorgan Chase is a financial holding company which depends on the dividends, distributions and other payments from
its subsidiaries to fund its debt obligations, including its obligations to make payments on the Notes. The Issuer’s right
to participate as a shareholder in any distribution of assets of any subsidiary upon liquidation or reorganisation or
otherwise (and thus the ability of holders of Notes to benefit as creditors of the Issuer from such distribution) is subject
to the prior claims of creditors of any such subsidiary. Consequently, the Issuer’s debt securities, including the Notes
issued under the Programme, will be effectively subordinated to all existing and future liabilities and obligations of any
such subsidiary. Many of the Issuer’s subsidiaries, particularly its depositary institutions, JPMorgan Chase Bank,
National Association and Chase Bank USA, National Association, are also subject to laws that authorise regulatory
bodies, such as the U.S. Federal Deposit Insurance Corporation, to limit or reduce the flow of funds to the parent
company.
Risks related to JPMorgan Chase
JPMorgan Chase’s results of operations could be adversely affected by U.S. and international markets and
economic conditions
U.S. and global financial markets and economic conditions have a significant impact on JPMorgan Chase’s businesses.
Factors such as the liquidity of the global financial markets; the level and volatility of debt and equity prices, interest
rates and commodities prices; investor sentiment; inflation; the availability and cost of capital and credit; and the degree
to which U.S. or international economies are expanding or experiencing recessionary pressures can affect significantly
the activity level of clients with respect to size, number and timing of transactions involving JPMorgan Chase’s
investment and commercial banking businesses, including its underwriting and advisory businesses. A market downturn
can lead to a decline in the volume of transactions that JPMorgan Chase executes for its customers and, therefore, lead
to a decline in the revenue JPMorgan Chase receives from trading commissions and spreads. Lower market volatility
reduces trading and arbitrage opportunities, which could lead to lower trading revenue. Higher interest rates, widening
credit spreads or less liquidity or other weakness in the markets also could adversely affect the number or size of
underwritings JPMorgan Chase manages on behalf of clients and affect the willingness of financial sponsors or investors
to participate in loan syndications or underwritings managed by JPMorgan Chase.
JPMorgan Chase generally maintains large trading portfolios in the fixed income, currency, commodity and equity
markets and has significant investment positions, including any merchant banking investments held. The revenue
derived from mark-to-market values of JPMorgan Chase’s businesses are affected by many factors, including its credit
standing; its success in proprietary positioning; volatility in interest rates and equity, debt and commodities markets;
credit spreads and availability of liquidity in the capital markets, and other economic and business factors. JPMorgan
Chase anticipates that revenue relating to its trading will continue to experience volatility and there can be no assurance
11

that such volatility relating to the above factors or other conditions could not materially adversely affect JPMorgan
Chase’s earnings.
The fees JPMorgan Chase earns for managing third-party assets are also dependent upon general economic conditions.
For example, a higher level of U.S. or non-U.S. interest rates or a downturn in trading markets could affect the
valuations of the third-party assets managed by, or held in custody of, JPMorgan Chase, which, in turn, could affect
JPMorgan Chase’s revenue. Moreover, even in the absence of a market downturn, below-market or sub-par performance
by JPMorgan Chase’s investment management businesses could result in outflows of assets under management and
supervision and, therefore, reduce the fees JPMorgan Chase receives.
The credit quality of JPMorgan Chase’s on– and off–balance sheet assets may also be affected by economic conditions.
In a poor economic environment there is a greater likelihood that more of JPMorgan Chase’s customers or
counterparties could become delinquent on their loans or other obligations to JPMorgan Chase which, in turn, could
result in a higher level of charge-offs and provision for credit losses, or requirements that JPMorgan Chase purchases
assets or provides other funding, any of which could adversely affect JPMorgan Chase’s financial condition.
JPMorgan Chase’s consumer businesses are particularly affected by domestic economic conditions. Such conditions
include U.S. interest rates; the rate of unemployment; housing prices; the level of consumer confidence; changes in
consumer spending; and the number of personal bankruptcies, among others. Certain changes to these conditions can
diminish demand for the consumer businesses’ products and services, or increase the cost to provide such products and
services. In addition, adverse economic conditions, such as declines in home prices, could lead to an increase in
mortgage and other loan delinquencies and higher net charge-offs, which can adversely affect JPMorgan Chase’s
earnings.
Sudden illiquidity in markets or other abrupt changes in markets or economic indicators can adversely affect any or all
of JPMorgan Chase’s businesses. For example, sudden declines in liquidity or prices of certain loans and securities may
make it more difficult to value certain JPMorgan Chase balance sheet items, which may lead to the possibility that such
valuations will be subject to further change or adjustment and could lead to declines in JPMorgan Chase’s earnings.
There is increasing competition in the financial services industry which may adversely affect JPMorgan Chase’s
results of operations
JPMorgan Chase operates in a highly competitive environment and expects competitive conditions to continue to
intensify as continued merger activity in the financial services industry produces larger, better-capitalised and more
geographically diverse companies that are capable of offering a wider array of financial products and services at more
competitive prices.
JPMorgan Chase also faces an increasing array of competitors. Competitors include other banks, brokerage firms,
investment banking companies, merchant banks, insurance companies, mutual fund companies, credit card companies,
mortgage banking companies, hedge funds, trust companies, securities processing companies, automobile financing
companies, leasing companies, e-commerce and other Internet-based companies, and a variety of other financial
services and advisory companies. Technological advances and the growth of e-commerce have made it possible for nondepository
institutions to offer products and services that traditionally were banking products, and for financial
institutions and other companies to provide electronic and Internet-based financial solutions, including electronic
securities trading. JPMorgan Chase’s businesses generally compete on the basis of the quality and variety of its products
and services, transaction execution, innovation, reputation and price. Ongoing or increased competition in any one or all
of these areas may put downward pressure on prices for JPMorgan Chase’s products and services or may cause
JPMorgan Chase to lose market share. Increased competition also may require JPMorgan Chase to make additional
capital investment in its businesses in order to remain competitive. These investments may increase expense or may
require JPMorgan Chase to extend more of its capital on behalf of clients in order to execute larger, more competitive
transactions. There can be no assurance that the significant and increasing competition in the financial services industry
will not materially adversely affect JPMorgan Chase’s future results of operations.
12

JPMorgan Chase’s acquisitions and integration of acquired businesses may not result in all of the benefits
anticipated
JPMorgan Chase has in the past and may in the future seek to grow its business by acquiring other businesses. There can
be no assurance that JPMorgan Chase’s acquisitions will have the anticipated positive results, including results relating
to: the total cost of integration; the time required to complete the integration; the amount of longer-term cost savings;
the overall performance of the combined entity; or improved price for the common stock of JPMorgan Chase.
Integration of an acquired business can be complex and costly, sometimes including the combining of relevant
accounting and data processing systems and management controls, as well as managing relevant relationships with
employees, clients, suppliers and other business partners.
There is no assurance that JPMorgan Chase’s most recent acquisitions or that any businesses acquired in the future will
be successfully integrated and will result in all of the positive benefits anticipated. If JPMorgan Chase is not able to
integrate successfully its acquisitions, JPMorgan Chase’s results of operations could be materially adversely affected.
JPMorgan Chase relies on its systems, employees and certain counterparties, and certain failures could
materially adversely affect JPMorgan Chase’s operations
JPMorgan Chase’s businesses are dependent on its ability to process, record and monitor a large number of increasingly
complex transactions. If any of JPMorgan Chase’s financial, accounting, or other data processing systems fail or have
other significant shortcomings, JPMorgan Chase could be materially adversely affected. JPMorgan Chase is similarly
dependent on its employees. JPMorgan Chase could be materially adversely affected if a JPMorgan Chase employee
causes a significant operational breakdown or failure, either as a result of human error or where an individual
purposefully sabotages or fraudulently manipulates JPMorgan Chase’s operations or systems. Third parties with which
JPMorgan Chase does business could also be sources of operational risk to JPMorgan Chase, including relating to
breakdowns or failures of such parties’ own systems or employees. Any of these occurrences could result in a
diminished ability of JPMorgan Chase to operate one or more of its businesses, potential liability to clients, reputational
damage and regulatory intervention, any of which could materially adversely affect JPMorgan Chase.
If personal, confidential or proprietary information of customers or clients in the possession of JPMorgan Chase were to
be mishandled or misused, JPMorgan Chase could suffer significant regulatory consequences, reputational damage and
financial loss. Such mishandling or misuse could include, for example, if such information were erroneously provided to
parties who are not permitted to have the information, either by fault of JPMorgan Chase’s systems, employees, or
counterparties, or where such information is intercepted or otherwise inappropriately taken by third parties.
JPMorgan Chase may be subject to disruptions of its operating systems arising from events that are wholly or partially
beyond its control, which may include, for example, computer viruses or electrical or telecommunications outages,
natural disasters or other damage to property or physical assets, or events arising from local or larger scale politics,
including terrorist acts. Such disruptions may give rise to losses in service to customers and loss or liability to JPMorgan
Chase.
In a firm as large and complex as JPMorgan Chase, lapses or deficiencies in internal control over financial reporting
may occur from time to time, and there is no assurance that significant deficiencies or material weaknesses in internal
controls may not occur in the future. In addition, there is the risk that JPMorgan Chase’s controls and procedures as well
as business continuity and data security systems prove to be inadequate. Any such failure could affect JPMorgan
Chase’s operations and could materially adversely affect its results of operations by requiring JPMorgan Chase to
expend significant resources to correct the defect, as well as by exposing JPMorgan Chase to litigation or losses not
covered by insurance.
JPMorgan Chase’s international operations are subject to risk of loss from unfavourable economic, political,
legal and other developments
JPMorgan Chase’s businesses and revenue are subject to the risks inherent in maintaining international operations and in
investing and trading in securities of companies worldwide. These risks include, among others, risk of loss from various
unfavourable political, economic, legal or other developments, including social or political instability, changes in
13

governmental policies or policies of central banks, expropriation, nationalisation, confiscation of assets, price controls,
capital controls and changes in legislation relating to non-U.S. ownership. Further, various countries in which JPMorgan
Chase operates or invests, or in which it may do so in the future, have in the past experienced severe economic
disruptions, including extreme currency fluctuations, high inflation, or low or negative growth, among other negative
conditions. Crime, corruption and a lack of an established legal framework are additional challenges in some of these
countries, particularly in the emerging markets. Revenue from international operations and trading in non-U.S. securities
may be subject to negative fluctuations as a result of the above considerations. The impact of these fluctuations could be
accentuated as some trading markets are smaller, less liquid and more volatile than larger markets. Also, any of the
above-mentioned events or circumstances in one country can, and has in the past, affected JPMorgan Chase operations
and investments in another country or countries.
The emergence of a widespread health emergency or pandemic also could create economic or financial disruption that
could negatively affect JPMorgan Chase’s revenue and operations or impair its ability to manage its businesses in
certain parts of the world.
Thus, there can be no assurance JPMorgan Chase will not suffer losses in the future arising from unfavourable
economic, political, legal or other international events.
Damage to JPMorgan Chase’s reputation could damage JPMorgan Chase’s businesses
Maintaining a positive reputation for JPMorgan Chase is critical to JPMorgan Chase attracting and maintaining
customers, investors and employees. Damage to its reputation can therefore cause significant harm to JPMorgan Chase’s
business and prospects. Harm to JPMorgan Chase’s reputation can arise from numerous sources, including, among
others, employee misconduct, litigation or regulatory outcomes, failing to deliver minimum standards of service and
quality, compliance failures, unethical behaviour, and the activities of customers and counterparties. Further, negative
publicity regarding JPMorgan Chase, whether or not true, may also result in harm to JPMorgan Chase’s prospects.
JPMorgan Chase could suffer significant reputational harm if JPMorgan Chase acts when it has, or is thought to have,
conflicts of interest. For example, if JPMorgan Chase does not properly manage among its various businesses and roles
the flow of material non-public information of its clients, it could suffer reputational harm that could negatively affect
its business and profitability. Management of potential conflicts of interests has become increasingly complex as
JPMorgan Chase expands its activities among its numerous transactions, obligations, holdings and clients. Therefore,
there can be no assurance that conflicts of interest will not arise in the future that could cause material harm to
JPMorgan Chase.
JPMorgan Chase operates within a highly regulated industry and its business and results are significantly
affected by the regulations to which it is subject
JPMorgan Chase operates within a highly regulated environment. The regulations to which JPMorgan Chase is subject
will continue to have a significant impact on JPMorgan Chase’s operations and the degree to which it can grow and be
profitable.
Certain regulators which supervise JPMorgan Chase have significant power in reviewing JPMorgan Chase’s operations
and approving its business practices. These powers include the ability to place limitations or conditions on activities in
which JPMorgan Chase engages or intends to engage. Particularly in recent years, JPMorgan Chase’s businesses have
experienced increased regulation and regulatory scrutiny, often requiring additional JPMorgan Chase resources. In
addition, as JPMorgan Chase expands its international operations, its activities will become subject to an increasing
range of non-U.S. laws and regulations that impose new requirements and limitations on JPMorgan Chase’s operations.
Further, there is no assurance that any change to the current regulatory requirements to which JPMorgan Chase is
subject, or the way in which such regulatory requirements are interpreted or enforced, will not have a negative effect on
JPMorgan Chase’s ability to conduct its business or its results of operations.
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JPMorgan Chase faces significant legal risks, both from regulatory investigations and proceedings and from
private actions brought against JPMorgan Chase
JPMorgan Chase is named as a defendant or is otherwise involved in various legal proceedings, including class actions
and other litigation or disputes with third parties, as well as investigations or proceedings brought by regulatory
agencies. Actions brought against JPMorgan Chase may result in judgments, settlements, fines, penalties or other results
adverse to JPMorgan Chase, which could materially adversely affect JPMorgan Chase’s business, financial condition or
results of operation, or cause it serious reputational harm. Particularly as a participant in the financial services industry,
it is likely JPMorgan Chase will continue to experience a high level of litigation and regulatory investigations related to
its businesses and operations.
JPMorgan Chase’s ability to attract and retain qualified employees is critical to the success of its business and
failure to do so may materially adversely affect its performance
JPMorgan Chase’s employees are its most important resource and, in many areas of the financial services industry,
competition for qualified personnel is intense. If JPMorgan Chase is unable to continue to retain and attract qualified
employees, its performance, including its competitive position, could be materially adversely affected.
Government monetary policies and economic controls may have a significant adverse effect on JPMorgan Chase’s
businesses and results of operations.
JPMorgan Chase’s businesses and earnings are affected by the fiscal and other policies that are adopted by
various regulatory authorities of the United States, non-U.S. governments and international agencies
For example, policies and regulations of the U.S. Federal Reserve Board influence, directly and indirectly, the rate of
interest paid by commercial banks on their interest-bearing deposits and also may affect the value of financial
instruments held by JPMorgan Chase. The actions of the Federal Reserve Board also determine to a significant degree
JPMorgan Chase’s cost of funds for lending and investing. In addition, these policies and conditions can adversely
affect JPMorgan Chase’s current and potential customers and counterparties, both in the United States and abroad,
which may increase the risk that such customers or counterparties default on their obligations to JPMorgan Chase or
diminish demand for JPMorgan Chase’s products and services.
JPMorgan Chase’s framework for managing its risks may not be effective in mitigating risk and loss to
JPMorgan Chase
JPMorgan Chase’s risk management framework seeks to mitigate risk and loss to JPMorgan Chase. Types of risk to
which JPMorgan Chase is subject include liquidity risk, credit risk, market risk, interest rate risk, operational risk, legal
and fiduciary risk and reputational risk, among others. However, as with any risk management framework, there are
inherent limitations to JPMorgan Chase’s risk management strategies as there may exist, or develop in the future, risks
that JPMorgan Chase has not appropriately anticipated or identified. If JPMorgan Chase’s risk management framework
proves ineffective, JPMorgan Chase could suffer unexpected losses and could be materially adversely affected.
Many of JPMorgan Chase’s hedging strategies and other risk management techniques have a basis in historic market
behaviour, and all such strategies and techniques are based to some degree on management’s subjective judgment. For
example, many models used by JPMorgan Chase are based on assumptions regarding correlations among prices of
various asset classes or other market indicators. In times of market stress or other unforeseen circumstances, previously
uncorrelated indicators may become correlated, or conversely, previously correlated indicators may make unrelated
movements. In the past, sudden market movements or unanticipated or unidentified market or economic movements
have in some circumstances limited the effectiveness of JPMorgan Chase’s risk management strategies, causing
JPMorgan Chase to incur losses. This may occur again in the future. In addition, as JPMorgan Chase’s businesses grow
and the markets in which they operate continue to evolve, JPMorgan Chase’s risk management framework may not
always keep sufficient pace with those changes. For example, there is the risk that the credit and market risks associated
with new products or new business strategies may not be appropriately identified, monitored or managed. There can be
no assurance that JPMorgan Chase’s risk management framework, including its underlying assumptions or strategies,
will at all times be accurate and effective.
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Finally, JPMorgan Chase’s risk management strategies may not be effective because in a difficult or less liquid market
environment other market participants may be attempting to use the same or similar strategies to deal with the difficult
market conditions. In such circumstances, it may be difficult for JPMorgan Chase to reduce its risk positions due to the
activity of such other market participants.
If JPMorgan Chase does not effectively manage its liquidity, its business could be negatively affected
JPMorgan Chase’s liquidity is critical to its ability to operate its businesses, grow and be profitable. A compromise to
JPMorgan Chase’s liquidity can have a significant negative effect on JPMorgan Chase. Some potential conditions that
could negatively affect JPMorgan Chase’s liquidity include illiquid or volatile markets, diminished access to capital
markets, unforeseen cash or capital requirements (including, among others, commitments to special purpose entities
(“SPEs”) or other entities that may be triggered) and difficulty or inability to sell assets. These conditions may be
caused by events over which JPMorgan Chase has little or no control, including, for example, sudden or unanticipated
contraction of the credit or other market or economic downturns. Further, in a period of difficult credit or other markets,
JPMorgan Chase may be forced to fund its operations at a higher cost or it may be unable to raise as much funding as it
needs to support its business activities. This could cause JPMorgan Chase to curtail its business activities while
incurring higher costs for funding.
The credit rating of JPMorgan Chase is important in order to maintain JPMorgan Chase’s liquidity. A reduction in
JPMorgan Chase’s credit ratings, depending on the severity, could potentially increase borrowing costs, limit access to
capital markets, require cash payments or collateral posting, and permit termination of certain contracts to which
JPMorgan Chase is a party. Reduction in the ratings of certain SPEs or other entities to which JPMorgan Chase has a
funding or other commitment could also negatively affect JPMorgan Chase’s liquidity where such ratings changes lead,
directly or indirectly, to JPMorgan Chase being required to purchase assets or otherwise provide funding.
JPMorgan Chase relies on the earnings of its subsidiaries and other affiliates for its cash flow and consequent ability to
satisfy its obligations, including regulatory requirements and its obligation to make payments on any non-equity
securities issued by JPMorgan Chase. These payments by subsidiaries and affiliates may take the form of dividends,
loans or other payments, and it may not be in the power of JPMorgan Chase to decide if such payments are made. For
example, several of JPMorgan Chase’s principal affiliates are subject to capital adequacy requirements or other
regulatory or contractual restrictions on their ability to provide such payments. Limitations in the payments JPMorgan
Chase receives from its subsidiaries and affiliates could negatively affect JPMorgan Chase’s liquidity position. In
addition, JPMorgan Chase’s right to participate as a shareholder in any distribution of assets of any subsidiary upon
liquidation, reorganisation or otherwise (and thus the ability of holders of non-equity securities to benefit as creditors of
JPMorgan Chase from such distribution), is subject to the prior claims of creditors of any such subsidiary.
Consequently, JPMorgan Chase’s debt securities, including any non-equity securities issued by it, will be effectively
subordinated to all existing and future liabilities and obligations of any such subsidiary.
JPMorgan Chase could be negatively affected in a situation in which other financial institutions are negatively
impacted
JPMorgan Chase could be affected by the actions and commercial soundness of other financial services institutions.
Financial services institutions that deal with each other are interrelated as a result of trading, clearing, counterparty, or
other relationships. While JPMorgan Chase has exposure to many different industries and counterparties, it routinely
executes a high volume of transactions with counterparties in the financial services industry, including brokers and
dealers, commercial banks, investment banks, mutual and hedge funds and other institutional clients, resulting in a
significant credit concentration with respect to the financial services industry overall. As a result, a default by, or even
concerns about, one or more financial services institutions could lead to significant market-wide liquidity problems, or
losses or defaults by other institutions, including JPMorgan Chase.
Derivative and other transactions may expose JPMorgan Chase to unexpected risk and potential losses
JPMorgan Chase is party to numerous derivative and other transactions, including transactions that require the physical
settlement or delivery of securities, commodities or other obligations JPMorgan Chase does not own. If JPMorgan
Chase is not able to obtain those securities, commodities or other obligations within the required timeframe for delivery,
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this could cause JPMorgan Chase to forfeit payments otherwise due to it and could result in settlement delays which
could damage JPMorgan Chase’s reputation and ability to transact future business.
Derivative and other transactions entered into with third parties are not always confirmed by counterparties on a timely
basis. While a transaction remains unconfirmed, JPMorgan Chase is subject to heightened credit and operational risk
and in the event of a default JPMorgan Chase may find the contract more difficult to enforce. In addition, as new and
more complex derivative products are created, disputes regarding the terms of the underlying contracts could arise,
which could force JPMorgan Chase to incur unexpected costs and impair its ability to manage effectively its risk
exposures from these products.
JPMorgan Chase’s commodities activities are subject to extensive regulation, potential catastrophic events and
environmental risks and regulation that may expose it to significant cost and liability
In connection with the commodities activities of JPMorgan Chase’s Investment Bank, JPMorgan Chase engages in the
storage, transportation, marketing or trading of several commodities, including metals, agricultural products, crude oil,
oil products, natural gas, electric power, emission credits, coal, freight, and related products and indices. As a result of
these activities, JPMorgan Chase is subject to extensive and evolving energy, commodities, environmental, and other
governmental laws and regulations. JPMorgan Chase expects laws and regulations affecting its commodities business to
expand in scope and complexity. JPMorgan Chase may incur substantial costs in complying with current or future laws
and regulations and the failure to comply with these laws and regulations may result in substantial civil and criminal
fines and penalties. JPMorgan Chase’s commodities business also further exposes it to the risk of unforeseen and
catastrophic events, including natural disasters, leaks, spills, explosions, release of toxic substances, fires, accidents on
land and at sea, wars, and terrorist attacks that could result in personal injuries, loss of life, property damage, and
suspension of operations. JPMorgan Chase attempts to mitigate its risks but its actions may not prove adequate to
address every contingency. In addition, insurance covering some of these risks may not be available, and the proceeds, if
any, from insurance recovery may not be adequate to cover liabilities with respect to particular incidents. As a result,
JPMorgan Chase’s financial condition and results of operations may be adversely affected by such events.
JPMorgan Chase’s financial statements are based in part on assumptions and estimates which, if wrong, could
cause unexpected losses in the future
Pursuant to accounting principles generally accepted in the United States of America (“U.S. GAAP”), JPMorgan Chase
is required to use certain assumptions and estimates in preparing its financial statements, including in determining credit
loss reserves, reserves related to litigations and the fair value of certain assets and liabilities, among other items. If
assumptions or estimates underlying JPMorgan Chase’s financial statements are incorrect, JPMorgan Chase may
experience material losses.
For example, JPMorgan Chase makes judgments in connection with its consolidation analysis of its SPEs. If it is later
determined that non-consolidated SPEs should be consolidated, this could negatively affect JPMorgan Chase’s
consolidated balance sheet, related funding requirements, capital ratios and, if the SPEs’ assets include unrealised
losses, could require JPMorgan Chase to recognise those losses.
Certain of JPMorgan Chase’s financial instruments, including trading assets and liabilities, available-for-sale securities,
certain loans, mortgage servicing rights, structured notes and certain repurchase and resale agreements, among other
items, require a determination of their fair value in order to prepare JPMorgan Chase’s financial statements. Where
quoted market prices are not available, JPMorgan Chase may make fair value determinations based on internally
developed models or other means which ultimately rely to some degree on management judgment. Some of these and
other JPMorgan Chase assets and liabilities may have no direct observable price levels, making their valuation
particularly subjective, being based on significant estimation and judgment.
Current market developments may adversely affect the financial services industry and JPMorgan Chase’s
business and results of operations
Dramatic declines in the housing market during the past 12 months, with falling home prices and increasing foreclosures
and unemployment, have resulted in significant write-downs of asset values by financial institutions, including
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government-sponsored entities and major commercial and investment banks. These write-downs, initially of mortgagebacked
securities but spreading to credit default swaps and other derivative securities have caused many financial
institutions to seek additional capital, to merge with larger and stronger institutions and, in some cases, to fail.
Reflecting concern about the stability of the financial markets generally and the strength of counterparties, many lenders
and institutional investors have reduced, and in some cases, ceased to provide funding to borrowers including other
financial institutions. The resulting lack of available credit, lack of confidence in the financial sector, increased volatility
in the financial markets and reduced business activity could materially and adversely affect JPMorgan Chase’s business,
financial condition and results of operations.
Current levels of market volatility are unprecedented
The capital and credit markets have been experiencing volatility and disruption for more than 12 months. In recent
weeks, the volatility and disruption has reached unprecedented levels. In some cases, the markets have produced
downward pressure on stock prices and credit capacity for certain issuers without regard to those issuers’ underlying
financial strength. If current levels of market disruption and volatility continue or worsen, there can be no assurance that
JPMorgan Chase will not experience an adverse effect, which may be material, on its ability to access capital and on its
business, financial condition and results of operations.
The soundness of other financial institutions could adversely affect JPMorgan Chase
Financial services institutions are interrelated as a result of trading, clearing, counterparty, or other relationships.
JPMorgan Chase has exposure to many different industries and counterparties, and routinely executes transactions with
counterparties in the financial services industry, including brokers and dealers, commercial banks, investment banks,
mutual and hedge funds, and other institutional clients. Many of these transactions expose JPMorgan Chase to credit
risk in the event of default of the counterparty or client. In addition, JPMorgan Chase’s credit risk may be exacerbated
when the collateral held by JPMorgan Chase cannot be realised or is liquidated at prices not sufficient to recover the full
amount of the loan or derivative exposure due. There is no assurance that any such losses would not materially and
adversely affect JPMorgan Chase’s results of operations or earnings.
On 15 September 2008, Lehman Brothers Holdings Inc. (“LBHI”) filed a voluntary petition for relief under Chapter 11
of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern
District of New York (the “Court”), and thereafter several of its subsidiaries also filed voluntary petitions for relief
under Chapter 11 of the Bankruptcy Code in the Court (LBHI and such subsidiaries collectively, “Lehman”). On 19
September 2008, a liquidation case under the Securities Investor Protection Act (“SIPA”) was commenced in the United
States District Court for the Southern District of New York for Lehman Brothers Inc. (“LBI”), LBHI’s U.S. brokerdealer
subsidiary, and the Court now presides over the LBI SIPA liquidation case. JPMorgan Chase was LBI’s clearing
bank and is the largest secured creditor in the Lehman and LBI cases, according to Lehman’s schedules. JPMorgan
Chase anticipates that claims may be asserted against JPMorgan Chase and/or JPMorgan Chase’s security interests,
including by the LBHI Creditors Committee, the SIPA Trustee appointed in the LBI liquidation case, the principal
acquirer of LBI’s assets, and others in connection with the Lehman and LBI cases. JPMorgan Chase intends to defend
itself against any such claims. There can be no assurance as to whether such claims will have a significant impact on
JPMorgan Chase’s financial condition.
JPMorgan Chase may fail to realise any benefits and may incur unanticipated losses related to the assets of
Washington Mutual’s banks that JPMorgan Chase has acquired and the liabilities of Washington Mutual’s
banks that JPMorgan Chase has assumed
On 25 September 2008, JPMorgan Chase acquired all deposits, substantially all of the assets and certain liabilities of
Washington Mutual’s banks from the U.S. Federal Deposit Insurance Corporation. In conjunction with this acquisition,
JPMorgan Chase will be marking down a portion of the acquired loan portfolio by approximately $31 billion, which
primarily represents JPMorgan Chase’s estimate of remaining credit losses related to such credit-impaired loans. There
is no assurance the non-credit impaired loans JPMorgan Chase has acquired will not become credit-impaired, or that the
initial credit-impaired loans will not suffer further deterioration in value. Accordingly, given recent market volatility and
uncertainty, JPMorgan Chase may need to take additional markdowns on the acquired loan portfolio or on the other
assets acquired, which could negatively affect JPMorgan Chase’s business, financial condition and results of operations.
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The success of the acquisition will depend, in part, on JPMorgan Chase’s ability to successfully combine the acquired
business with JPMorgan Chase’s business. As with any acquisition involving a financial institution, there may be
business disruptions that result in the loss of customers or cause customers to remove their accounts and move their
business to competing financial institutions. It is possible that the integration process could result in the loss of key
employees, the disruption of ongoing business or inconsistencies in standards, controls, procedures and policies that
adversely affect JPMorgan Chase’s ability to maintain relationships with clients, customers, depositors and employees
or to achieve the anticipated benefits of the acquisition. The loss of key employees of Washington Mutual’s banks could
adversely affect JPMorgan Chase’s ability to successfully conduct its business in the markets in which Washington
Mutual’s banks operated, which could have an adverse effect on JPMorgan Chase’s financial results. Integration efforts
will also divert management’s attention and resources. If JPMorgan Chase experiences difficulties with the integration
process, the anticipated benefits of the acquisition may not be realised fully or at all or may take longer to realise than
expected.
JPMorgan Chase may fail to realise any benefits from the merger with Bear Stearns and may incur
unanticipated losses related to Bear Stearns’ assets and liabilities
Effective 30 May 2008, BSC Merger Corporation, a wholly-owned subsidiary of JPMorgan Chase, merged with The
Bear Stearns Companies Inc. (“Bear Stearns”) pursuant to the Agreement and Plan of Merger, dated as of 16 March
2008, as amended 24 March 2008, and Bear Stearns became a wholly-owned subsidiary of JPMorgan Chase (the
“Merger”). In conjunction with the Merger, in June 2008, the U.S. Federal Reserve Bank of New York (the
‘‘FRBNY’’) took control, through a limited liability company (‘‘LLC’’) formed for this purpose, of a portfolio of $30
billion in assets acquired from Bear Stearns, based on the value of the portfolio as of 14 March 2008. The assets of the
LLC were funded by a $28.85 billion term loan from the FRBNY, and a $1.15 billion, subordinated note from
JPMorgan Chase. The JPMorgan Chase note is subordinated to the FRBNY loan and will bear the first $1.15 billion of
any losses of the portfolio. Any remaining assets in the portfolio after repayment of the FRBNY loan, the JPMorgan
Chase note and the expenses of the LLC, will be for the account of the FRBNY. There can be no assurance that
JPMorgan Chase will not incur this $1.15 billion in losses.
JPMorgan Chase incurred a net loss of $540 million (after-tax) during the quarter ended 30 June 2008, related to the
acquisition of Bear Stearns. Given the continued market volatility and uncertainty, JPMorgan Chase may continue to
experience increased credit costs or need to take additional markdowns and reserves on Bear Stearns’ assets that could
negatively affect its financial condition and results of operations in the future.
In addition, the success of the Merger will depend, in part, on JPMorgan Chase’s ability to successfully integrate Bear
Stearns’ business into its own. As with any merger of financial institutions, there may be business disruptions that cause
Bear Stearns to lose customers or cause customers to remove their accounts from Bear Stearns and move their business
to competing financial institutions. It is possible that the integration process could result in the disruption of each
company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that could adversely
affect JPMorgan Chase’s ability to maintain relationships with clients, customers, depositors and employees. The loss of
key employees could adversely affect JPMorgan Chase’s ability to successfully conduct its business in the markets in
which Bear Stearns now operates, which could have an adverse effect on JPMorgan Chase’s financial results.
Integration efforts could also divert management attention and resources, which could adversely affect JPMorgan
Chase’s operations or results. If JPMorgan Chase experiences difficulties with the integration process, the anticipated
benefits of the Merger may not be realised fully or at all or may take longer to realise than expected.
JPMorgan Chase incurs credit risk when it loans money, commits to loan money or enters into a letter of credit
or other contract with a counterparty
A number of JPMorgan Chase’s products expose it to credit risk, including loans, leases and lending commitments,
derivatives, trading account assets and assets held-for-sale. As one of the United State’s largest lenders, the credit
quality of JPMorgan Chase’s portfolio can have a significant impact on its earnings. JPMorgan Chase estimates and
establishes reserves for credit risks and potential credit losses inherent in its credit exposure (including unfunded lending
commitments). This process, which is critical to JPMorgan Chase’s financial results and condition, requires difficult,
subjective and complex judgments, including forecasts of how these economic conditions might impair the ability of
JPMorgan Chase’s borrowers to repay their loans. As is the case with any such assessments, there is always the chance
that JPMorgan Chase will fail to identify the proper factors or that it will fail to accurately estimate the impact of factors
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that JPMorgan Chase identifies. In addition, current market developments have affected consumer confidence levels
which may result in adverse changes in payment patterns. Increased delinquencies and default rates may impact
JPMorgan Chase’s charge-offs and allowances for loan losses. Deterioration in the quality of JPMorgan Chase’s credit
portfolio could have a material adverse effect on JPMorgan Chase’s capital, financial condition and results of
operations.
The fiscal and monetary policies of the federal government and its agencies could have a material adverse effect
on JPMorgan Chase’s earnings
The Board of Governors of the United States Federal Reserve System regulates the supply of money and credit in the
United States. Its policies determine in large part the cost of funds for lending and investing and the return earned on
those loans and investments. They can also materially decrease the value of financial assets that JPMorgan Chase holds,
such as debt securities. Its policies also can adversely affect borrowers, potentially increasing the risk that they may fail
to repay their loans. Changes in Federal Reserve policies are beyond JPMorgan Chase’s control and consequently, the
impact of these changes on JPMorgan Chase’s activities and results of operations is difficult to predict.
The impact on JPMorgan Chase of recently enacted legislation cannot be predicted at this time
On 3 October 2008, the Emergency Economic Stabilization Act of 2008 (the “EESA”) was signed into United States
law. The purpose of the EESA is to stabilise and provide liquidity to the U.S. financial markets. There can be no
assurance, however, as to the actual impact that the EESA and its implementing regulations, or any other governmental
program, will have on the financial markets. The failure of the financial markets to stabilise and a continuation or
worsening of current financial market conditions could materially and adversely affect JPMorgan Chase’s business,
financial condition, results of operations, access to credit or the trading price of JPMorgan Chase’s common stock. In
addition, participation in specific programs promulgated under or pursuant to the EESA may subject JPMorgan Chase to
additional restrictions. For example, participation in the Capital Purchase Program will limit (without the consent of the
Department of Treasury) JPMorgan Chase’s ability to increase its dividend or to repurchase its common stock for so
long as any securities issued under such program remain outstanding. It will also subject JPMorgan Chase to additional
executive compensation restrictions. Similarly, participation in the FDIC Temporary Liquidity Guarantee Program
likely will require the payment of additional insurance premiums to the FDIC. JPMorgan Chase may be required to pay
significantly higher FDIC premiums even if it does not participate in the FDIC Temporary Liquidity Guarantee Program
because market developments have significantly depleted the insurance fund of the FDIC and reduced the ratio of
reserves to insured deposits. The costs of participating or not participating in any such programs, and the effect on
JPMorgan Chase’s results of operations, cannot reliably be determined at this time.
Factors which are material for the purpose of assessing the market risks associated with Notes issued under the
Programme
Notes May Not Be a Suitable Investment for All Investors
Each potential investor in any Notes must determine the suitability of that investment in light of its own circumstances.
In particular, each potential investor should:
(i)
(ii)
(iii)
have sufficient knowledge and experience to make a meaningful evaluation of the relevant Notes, the merits
and risks of investing in the relevant Notes and the information contained or incorporated by reference in this
Base Prospectus or any applicable supplement;
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular
financial situation, an investment in the relevant Notes and the impact such investment will have on its overall
investment portfolio;
have sufficient financial resources and liquidity to bear all of the risks of an investment_ in the relevant Notes,
including where principal or interest is payable in one or more currencies, or where the currency for principal
or interest payments is different from the potential investor's currency;
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(iv)
(v)
understand thoroughly the terms of the relevant Notes and be familiar with the behaviour of any relevant
indices and financial markets; and
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic,
interest rate and other factors that may affect its investment and its ability to bear the applicable risks.
Some Notes are complex financial instruments and such instruments may be purchased as a way for potential investors
to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to their overall portfolios. A
potential investor should not invest in Notes that are complex financial instruments unless it has the expertise (either
alone or with the help of a financial adviser) to evaluate how the Notes will perform under changing conditions, the
resulting effects on the value of such Notes and the impact this investment will have on the potential investor's overall
investment portfolio.
Risks Related to the Structure of a Particular Issue of Notes
Notes linked to a Reference Item
An investment in Notes linked to one or more underlying assets or indices (such assets or indices being referred to as
“Reference Items” and such Notes being referred to as “Reference Notes”) may entail significant risks not associated
with investments in a conventional debt security, including the risks set out below. The amount paid by the Issuer on
redemption of the Notes may be less than the principal amount of the Notes together with any accrued interest and may
in certain circumstances be zero. Where the Notes are redeemed by the Issuer by delivery of Reference Item(s) the
value of the Reference Item(s) may be less than the principal amount of the Notes together with any accrued interest and
may in certain circumstances be valueless.
A wide range of Notes may be issued under the Programme. Some of these Notes may have features that contain
particular risks for potential investors. Set out below is a description of certain such features:
Credit Linked Notes
In the event of the occurrence of certain circumstances specified in the applicable Final Terms the Issuer’s obligation to
pay principal may be replaced by an obligation to pay other amounts calculated by reference to the value of the
Reference Item(s) and/or to deliver the Reference Item(s). In addition interest bearing Credit Linked Notes may cease
to bear interest on or prior to the date of occurrence of such circumstances. The value, redemption amount and return to
an investor in respect of such Notes may be dramatically affected by such credit linkage and/or the occurrence of a
Credit Event in respect of any applicable Reference Item.
There may exist at times only small markets for the Notes and for the obligations of the Reference Item to which the
Notes are linked, resulting in low or non-existent volumes of trading in the Notes and such obligations, and therefore a
lack of liquidity and price volatility of the Notes and such obligations.
In making any selection in accordance with the terms of the Notes, the Calculation Agent is under no obligation to the
Noteholders or any other person and provided that the relevant selection meets the criteria specified, the Calculation
Agent will not be liable to account to the Noteholders or any other person for any profit or other benefit to it or any of
its affiliates which may result directly or indirectly from any such selection.
In addition, the Issuer and its affiliates may, for their own account and for the account of customers, engage in any kind
of transactions and other business directly or indirectly involving a Reference Item and may act with respect to such
business in the same manner as it would if the Notes had not been issued, regardless of whether any such action might
have an adverse effect directly or indirectly on a Reference Item. The Issuer and its affiliates may on the Issue Date of
the Notes or at any time thereafter be in possession of information in relation to a Reference Item that is or may be
material in the context of the issue of Notes and that may not be publicly available or known to the purchasers. There is
no obligation on the part of the Issuer or its affiliates to disclose to the Noteholders any such relationship or information.
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Notes Subject to Optional Redemption by the Issuer
An optional redemption feature is likely to limit the market value of Notes. During any period when the Issuer may elect
to redeem Notes, the market value of those Notes generally will not rise substantially above the price at which they can
be redeemed. This also may be true prior to any redemption period.
The Issuer may be expected to redeem Notes when its cost of borrowing is lower than the interest rate on the Notes. At
those times, an investor generally would not be able to reinvest the redemption proceeds at an effective interest rate as
high as the interest rate on the Notes being redeemed and may only be able to do so at a significantly lower rate.
Potential investors should consider reinvestment risk in light of other investments available at that time.
Index Linked Notes and Dual Currency Notes
The Issuer may issue Notes with principal or interest determined by reference to an index or formula, to changes in the
prices of securities or commodities, to movements in currency exchange rates or other factors (each, a "Relevant
Factor"). In addition, the Issuer may issue Notes with principal or interest payable in one or more currencies which may
be different from the currency in which the Notes are denominated. Potential investors should be aware that:
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
the market price of such Notes may be volatile;
they may receive no interest;
payment of principal or interest may occur at a different time or in a different currency than expected or may be
subject to withholding or deduction for or on account of any taxes or other charges imposed by any
governmental authority or agency in the United States;
the amount of principal payable at redemption may be less than the nominal amount of such Notes or even
zero;
a Relevant Factor may be subject to significant fluctuations that may not correlate with changes in interest
rates, currencies or other indices;
if a Relevant Factor is applied to Notes in conjunction with a multiplier greater than one or contains some other
leverage factor, the effect of changes in the Relevant Factor on principal or interest payable likely will be
magnified; and
the timing of changes in a Relevant Factor may affect the actual yield to investors, even if the average level is
consistent with their expectations. In general, the earlier the change in the Relevant Factor, the greater the
effect on yield.
Partly-paid Notes
The Issuer may issue Notes where the issue price is payable in more than one instalment. If any Noteholder fails to pay
any instalment due on the Partly-paid Notes within the time specified, the Issuer may forfeit such Notes and shall have
no further obligation to such holder in respect of them.
Variable Rate Notes with a Multiplier or Other Leverage Factor
Notes with variable interest rates can be volatile investments. If they are structured to include multipliers or other
leverage factors, or caps or floors, or any combination of those features or other similar related features, their market
values may be even more volatile than those for securities that do not include those features.
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Inverse Floating Rate Notes
Inverse Floating Rate Notes have an interest rate equal to a fixed rate minus a rate based upon a reference rate such as
LIBOR. The market values of such Notes typically are more volatile than market values of other conventional floating
rate debt securities based on the same reference rate (and with otherwise comparable terms). Inverse Floating Rate
Notes are more volatile because an increase in the reference rate not only decreases the interest rate of the Notes, but
may also reflect an increase in prevailing interest rates, which further adversely affects the market value of these Notes.
Fixed/Floating Rate Notes
Fixed/Floating Rate Notes may bear interest at a rate that the Issuer may elect to convert from a fixed rate to a floating
rate, or from a floating rate to a fixed rate. The Issuer's ability to convert the interest rate will affect the secondary
market and the market value of such Notes since the Issuer may be expected to convert the rate when it is likely to
produce a lower overall cost of borrowing. If the Issuer converts from a fixed rate to a floating rate, the spread on the
Fixed/Floating Rate Notes may be less favourable than then prevailing spreads on comparable Floating Rate Notes tied
to the same reference rate. In addition, the new floating rate at any time may be lower than the rates on other Notes. If
the Issuer converts from a floating rate to a fixed rate, the fixed rate may be lower than then prevailing rates on its
Notes.
Notes Issued at a Substantial Discount or Premium
The market values of securities issued at a substantial discount or premium to their nominal amount tend to fluctuate
more in relation to general changes in interest rates than do prices for conventional interest-bearing securities.
Generally, the longer the remaining term of the securities, the greater the price volatility as compared to conventional
interest-bearing securities with comparable maturities.
Risks Related to Notes Generally
Set out below is a brief description of certain risks relating to the Notes generally:
Listing may not be maintained
Where a particular issue of Notes has been listed, the Issuer may where (i) after exercising all reasonable endeavours, if
is unable to comply with the requirements for maintaining a listing on a stock exchange for such Notes; or (ii) the
maintenance of the listing for such Notes is unduly burdensome; or (iii) the Issuer determines that the provisions of
Directive 2004/109/EC (the “EU Transparency Directive”) would make the maintenance of such listing unduly
onerous; delist such Notes from the relevant stock exchange on which they are listed, provided that the Issuer uses its
best endeavours to maintain the listing for such Notes on another stock exchange.
Market Making and Resale of the Notes
Affiliates of the Issuer, including the Arranger, currently intend to make a market in the Notes. However, they are not
obligated to make a market in the Notes and any market making may be discontinued at any time at the sole discretion
of such affiliates without notice. Under interpretations by the SEC staff, any resale within the United States by any such
affiliate of the Issuer of any Notes so acquired must be made pursuant to an effective registration statement filed with
the SEC or pursuant to exemptions from, or in transactions not subject to, the registration requirements of the Securities
Act. Specifically, any Notes issued under the Programme may not, for the life of such Notes, be offered or sold at any
time within the United States except pursuant to Rule 144A under the Securities Act. Notes may not be sold to U.S.
investors pursuant to Rule 144 under the Securities Act.
Modification and Waivers
The Agency Agreement (as defined in "Terms and Conditions of the Notes") contains provisions for calling meetings of
Noteholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all
Noteholders including Noteholders who did not attend and vote at the relevant meeting and Noteholders who voted in a
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manner contrary to the majority. Certain modifications and amendments to the Agency Agreement and to the Terms
and Conditions to the Notes may be made without the consent of Noteholders in accordance with Section 28 of the
Agency Agreement, including those which the Issuer and the Agent may deem necessary or desirable and which will not
materially adversely affect the interest of the Noteholders.
European Monetary Union
If the United Kingdom joins the European Monetary Union prior to the maturity of the Notes, there is no assurance that
this would not adversely affect investors in the Notes. It is possible that prior to the maturity of the Notes the United
Kingdom may become a participating Member State and that the euro may become the lawful currency of the United
Kingdom. In that event (i) all amounts payable in respect of any Notes denominated in sterling may become payable in
euro (ii) the law may allow or require such Notes to be re-denominated into euro and additional measures to be taken in
respect of such Notes; and (iii) there may no longer be available published or displayed rates for deposits in sterling
used to determine the rates of interest on such Notes or changes in the way those rates are calculated, quoted and
published or displayed.
EU Directive on the Taxation of Savings Income
The European Union (the "EU") has adopted a Directive regarding the taxation of savings income. The Directive
requires each Member State to provide to the tax authorities of another Member State details of payments of interest and
other similar income paid by a person to an individual in such other Member State, except that Austria, Belgium and
Luxembourg are instead imposing a withholding system for a transitional period unless during such period they elect
otherwise. A number of non-EU countries and territories including Switzerland have adopted similar measures (a
withholding system in the case of Switzerland) to the Directive.
If a payment of interest on the Notes were to be made or collected in a Member State which has opted for a withholding
system, and an amount of, or in respect of, tax is withheld from that payment, neither the Issuer nor any Paying Agent
nor any other person would be obliged to pay additional amounts with respect to any Note as a result of the imposition
of such withholding tax. The terms of the Notes require that the Issuer shall at all times maintain a Paying Agent with a
specified office in an EU Member State that will not be obliged to withhold or deduct tax pursuant to the Directive.
The European Commission has recently adopted a proposal to amend the Directive, with a view to closing existing
loopholes and eliminating tax evasion. These changes broadly relate to the scope of, and mechanisms implemented by,
the Directive. If these changes are implemented, the position of Noteholders in relation to the Directive could be
different to that set out above.
Integral Multiples above Denomination
In relation to any issue of Notes which have a denomination consisting of the minimum Specified Denomination plus a
higher integral multiple of another smaller amount, it is possible that, as a result of trading, a Noteholder will hold a
principal amount of less than the minimum Specified Denomination. Such Noteholder may not receive a definitive
Certificate in respect of such holding (should definitive Certificates be printed) and would need to purchase a principal
amount of Notes such that its holding amounts to a Specified Denomination.
Risks Related to the Market Generally
Set out below is a brief description of certain market risks, including liquidity risk, exchange rate risk and interest rate
risk:
The Secondary Market Generally
Notes may have no established trading market when issued, and one may never develop. If a market does develop, it
may not be liquid. Therefore, investors may not be able to sell their Notes easily or at prices that will provide them with
a yield comparable to similar investments that have a developed secondary market. This is particularly the case for
Notes that are especially sensitive to interest rate, currency or market risks, are designed for specific investment
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objectives or strategies or have been structured to meet the investment requirements of limited categories of investors.
These types of Notes generally would have a more limited secondary market and more price volatility than conventional
debt securities. Illiquidity may have a material adverse effect on the market value of Notes.
Market Value of Reference Notes
The market value of an issue of Reference Notes will be affected by a number of factors independent of the
creditworthiness of the Issuer, including, but not limited to:
(i)
(ii)
(iii)
(iv)
the value and volatility of the Reference Item(s);
in the case of Credit Linked Notes, the creditworthiness of the specified entity or entities;
market interest and yield rates; and
the time remaining to any redemption date or the maturity date.
In addition, the value of any Reference Item may depend on a number of interrelated factors, including economic,
financial and political events in one or more jurisdictions, including factors affecting capital markets generally and the
stock exchange(s) on which any Reference Item may be traded. The price at which a Noteholder will be able to sell any
Reference Notes prior to maturity may be at a discount, which could be substantial, to the market value of such
Reference Notes on the issue date, if, at such time, the market price of the Reference Item(s) is below, equal to or not
sufficiently above the market price of the Reference Item(s) on the issue date. The historical market prices of any
Reference Item should not be taken as an indication of such Reference Item’s future performance during the term of any
Reference Note.
Exchange Rate Risks and Exchange Controls
As described in this Base Prospectus, Notes may be denominated or payable in one of a number of currencies. For
investors whose financial activities are denominated principally in a currency (the "Investor's Currency") other than
the Specified Currency or where principal or interest on Notes is payable by reference to a Specified Currency index
other than an index relating to the Investor's Currency, an investment in the Notes entails significant risks that are not
associated with a similar investment in a security denominated in that Investor's Currency. Such risks include, without
limitation, the possibility of significant changes in the rate of exchange between the Specified Currency and the
Investor's Currency and the possibility of the imposition or modification of exchange controls by the country of the
Specified Currency or the Investor's Currency. Such risks generally depend on economic and political events over which
the Issuer has no control. In recent years, rates of exchange have been highly volatile and such volatility may be
expected to continue in the future. Fluctuations in any particular exchange rate that have occurred in the past are not
necessarily indicative, however, of fluctuations that may occur. in the future. Depreciation of the Specified Currency
against the Investor's Currency would result in a decrease in the Investor's Currency equivalent yield on a Note
denominated in that Specified Currency, in the Investor's Currency equivalent value of the principal payable at maturity
of such Note and generally in the Investor's Currency equivalent market value of such Note. An appreciation of the
Specified Currency against the Investor's Currency would have the opposite effect. In addition, depending on the
specific terms of a Note denominated in, or the payment of which is related to the value of, one or more foreign
currencies, changes in exchange rates relating to any of the currencies involved may result in a decrease of such Note's
effective yield and, in certain circumstances, could result in a loss of all or a substantial portion of the principal of a
Note to the investor.
Governments have imposed from time to time, and may in the future impose or modify, exchange controls which could
affect exchange rates as well as the availability of a specified foreign currency at the time of payment of principal of,
premium, if any, or interest on a Note. Even if there are no actual exchange controls, it is possible that the Specified
Currency for any particular Note may not be available when payments on such Note are due.
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Interest Rate Risks
Investment in Fixed Rate Notes involves the risk that subsequent changes in market interest rates may adversely affect
the value of Fixed Rate Notes.
As the Global Notes are held by or on behalf of Euroclear and Clearstream, Luxembourg, investors will have to rely on
their procedures for transfer, payment and communication with the Issuer
Notes will be represented by the Global Notes. The Global Notes will be deposited with the Common Safekeeper (if the
Notes are in NGN form) or Common Depositary (if the Notes are not in NGN form). Euroclear and Clearstream,
Luxembourg will maintain records of the beneficial interests in the Global Notes. While the Notes are represented by
the Global Notes, investors will be able to trade their beneficial interests only through Euroclear and Clearstream,
Luxembourg.
The Issuer will discharge its payment obligations under the Notes by making payments to the Common Service Provider
(if the Notes are in NGN form) or the Common Depositary (if the Notes are not in NGN form) for distribution to their
account holders. A holder of a beneficial interest in a Global Note must rely on the procedures of Euroclear and
Clearstream, Luxembourg to receive payments under the Notes. The Issuer has no responsibility or liability for the
records relating to, or payments made in respect of, beneficial interests in the Global Notes.
Holders of beneficial interests in the Global Notes will not have a direct right to vote in respect of the Notes. Instead,
such holders will be permitted to act only to the extent that they are enabled by Euroclear and Clearstream, Luxembourg
to appoint appropriate proxies.
Hedging and Potential Conflicts of Interest
Unless otherwise specified in the applicable Final Terms or Prospectus, associates of, or companies connected to, the
Issuer may hold other roles in connection with a particular issue of Notes. Such roles may include, without limitation,
those of Dealer, Paying Agent, Transfer Agent, Exchange Agent and Registrar. In addition, the Issuer will act as its
own Calculation Agent. Potential conflicts of interest may exist between such associates of, or companies connected to
the Issuer and Noteholders. In the case of the Calculation Agent, potential conflicts of interest may exist with respect to
certain determinations and judgments that the Calculation Agent may make pursuant to the Conditions that may
influence the amount receivable upon redemption of the Notes.
The Issuer and its affiliates may also (a) engage in trading activities (including hedging activities) relating to the
relevant Reference Item(s) and other instruments or derivative products based on or related to the relevant Reference
Item(s) for their proprietary accounts or for other accounts under their management, (b) issue other derivative
instruments in respect of the relevant Reference Item(s), (c) act as underwriter in connection with future offerings of
securities which comprise the relevant Reference Item(s), or (d) act as financial adviser to certain sponsors or issuers of
relevant Reference Item(s). Such activities could present certain conflicts of interest, could influence the prices or levels
of the relevant Reference item(s) and could adversely affect the value of the Notes.
Transfers of Registered Notes
Transfers of interests in Global Certificates within DTC, Euroclear and Clearstream, Luxembourg will be in accordance
with the usual rules and operating procedures of the relevant clearing system. The laws of some states in the United
States require that certain persons take physical delivery in definitive form of securities. Consequently, the ability to
transfer interests in a DTC Restricted Global Certificate to such persons may be limited. Because DTC can only act on
behalf of participants, who in turn act on behalf of indirect participants, the ability of a person having an interest in a
DTC Restricted Global Certificate to pledge such interest to persons or entities that do not participate in DTC, or
otherwise take actions in respect of such interest, may be affected by the lack of a physical certificate in respect of such
interest.
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Legal Investment Considerations May Restrict Certain Investments
The investment activities of certain investors are subject to legal investment laws and regulations, or review or
regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to
what extent (1) Notes are legal investments for it, (2) Notes can be used as collateral for various types of borrowing and
(3) other restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their legal
advisers or the appropriate regulators to determine the appropriate treatment of Notes under any applicable risk-based
capital or similar rules.
Taxation
Potential purchasers of Notes should be aware that they may be required to pay stamp taxes or other documentary
charges in accordance with the laws and practices of the country where the Notes are transferred and/or, in the case of
certain Notes, where the Reference Item(s) are delivered. Income or profit recognised by a holder of Notes may be
subject to taxation in its home jurisdiction or in other jurisdictions in which it is required to pay taxes.
Potential purchasers who are in any doubt as to their tax position should consult their own independent tax advisers. In
addition, potential purchasers should be aware that tax regulations and their application by the relevant taxation
authorities change from time to time. Accordingly, it is not possible to predict the precise tax treatment which will
apply at any given time.
As described below, the proper United States federal income tax characterisation of certain of the Notes is uncertain and
may vary depending on the terms of the Notes. This may affect the timing, character and amount of income recognised
by a U.S. holder of Notes and the United States federal withholding tax applicable to payments to non-U.S. holders of
Notes. See “United States Taxation”. Each prospective purchaser of Notes should consult its own tax advisers about
the United States federal income tax considerations that may be relevant to them.
As discussed below, the proper United States federal income tax characterisation of certain of the Notes is uncertain and
may vary depending on the terms of the Notes. This may affect the timing, character and amount of income recognised
by a U.S. holder of Notes and the United States federal withholding tax applicable to payments to non-U.S. holders of
Notes. See “United States Taxation”.
Prospective investors who consider purchasing any Notes should reach an investment decision only after
carefully considering the suitability of such Notes in light of their particular circumstances.
Income or profit recognised by a holder of Notes may be subject to taxation in its home jurisdiction or in other
jurisdictions in which it is required to pay taxes.
27

FORM OF THE NOTES
Bearer Notes
Each Tranche of Notes in bearer form will be initially issued in the form of a Temporary Global Note which (A) if the
Tranche of Notes is intended to be issued in new global note (“NGN”) form, as stated in the applicable Final Terms,
will be delivered on or prior to the original issue date of the Tranche to a common safekeeper (the “Common
Safekeeper”) for Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream,
Luxembourg”) and, (B) if the Tranche of Notes is not intended to be issued in NGN form, will be delivered on or prior
to the original issue date of the Tranche to a common depositary (the “Common Depositary”) for Euroclear and
Clearstream, Luxembourg. Whilst any Note is represented by a Temporary Global Note, payments of principal, interest
(if any) and any other amount payable in respect of the Notes due prior to the Exchange Date (as defined below) will be
made against presentation of the Temporary Global Note only to the extent that certification (in a form to be provided)
to the effect that the beneficial owners of interests in such Note are not U.S. persons or persons who have purchased for
resale to any U.S. person, as required by U.S. law, has been received by Euroclear and/or Clearstream, Luxembourg, as
applicable, and Euroclear and/or Clearstream, Luxembourg, as applicable, has given a like certification (based on the
certifications it has received) to the Agent.
Interests in a Temporary Global Note will be exchangeable upon a request as described therein, free of charge, for either
(a) interests in a Permanent Global Note of the same Series, on or after the date (the “Exchange Date”) which is 40
days after the Temporary Global Note is issued and upon certification of beneficial ownership as described above; or (b)
definitive bearer Notes of the same Series with, where applicable, receipts, interest coupons and talons attached on the
occurrence of an Exchange Event. The holder of a Temporary Global Note will not be entitled to collect any payment of
interest, principal or other amount due on or after the Exchange Date unless, upon due certification, exchange of the
Temporary Global Note for an interest in a Permanent Global Note or for Definitive Notes is improperly withheld or
refused.
Payments of principal, interest (if any) or any other amounts on a Permanent Global Note will be made through
Euroclear and/or Clearstream, Luxembourg, as applicable, against presentation or surrender (as the case may be) of the
Permanent Global Note without any requirement for certification.
The applicable Final Terms or Prospectus will specify that a Permanent Global Note will be exchangeable, except where
otherwise provided below, in whole but not in part, for Definitive Notes with, where applicable, receipts, interest
coupons and talons attached either: (i) in the case of Notes having an original maturity of more than 183 days, free of
charge, (a) in the case of an exchange for Definitive Notes, if requested by the holder (in which event such holder’s
interests in the Permanent Global Note will be exchanged for Definitive Notes and such holder’s Definitive Notes will
be removed, upon issuance, from the specified clearing system and may not be readmitted into the specified clearing
system), or (b) upon the occurrence of an Exchange Event, or (ii) (free of charge) in the case of Bearer Notes having an
original maturity of up to 183 days only upon the occurrence of an Exchange Event.
For these purposes, “Exchange Event” means in the case of Notes held through Euroclear and/or Clearstream,
Luxembourg, that (i) an Event of Default (as defined in “Terms and Conditions of the Notes - Condition 9”) has
occurred and is continuing, (ii) the Issuer has been notified that both Euroclear and Clearstream, Luxembourg have been
closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or have
announced an intention permanently to cease business or have in fact done so and no successor clearing system is
available or (iii) the Issuer has or will become subject to adverse tax consequences which would not be suffered were
the Notes represented by Notes in definitive form. The Issuer will promptly give notice to Noteholders in accordance
with “Terms and Conditions of the Notes - Condition 16” if an Exchange Event occurs. In the event of the occurrence
of an Exchange Event, Euroclear and/or Clearstream, Luxembourg, as applicable, (acting on the instructions of any
holder of an interest in such Permanent Global Note) may give notice to the Agent requesting exchange and, in the event
of the occurrence of an Exchange Event as described in (iii) above, the Issuer may also give notice to the Agent
requesting exchange. Any such exchange shall occur not later than 45 days after the date of receipt of the first relevant
notice by the Agent.
The following legend will appear on all Bearer Notes which have an original maturity of more than 183 days and on all
receipts and interest coupons relating to such Notes:
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“ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS
UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN
SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.”
The following legend will appear on all Bearer Notes that have an original maturity of 183 days or less:
BY ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A
UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(B)(4) OF
THE INTERNAL REVENUE CODE OF THE UNITED STATES AND THE REGULATIONS THEREUNDER) AND
THAT IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED STATES PERSON (OTHER THAN AN
EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(B)(4) OF THE INTERNAL REVENUE CODE AND THE
REGULATIONS THEREUNDER).
The sections referred to provide that United States holders, with certain exceptions, will not be entitled to deduct any
loss on Notes, receipts or interest coupons and will not be entitled to capital gains treatment of any gain on any sale,
disposition, redemption or payment of principal in respect of such Notes, receipts or interest coupons.
The applicable Final Terms will specify if the Notes are intended to be held in a manner which will allow Eurosystem
eligibility. This simply means that the Notes are intended upon issue to be deposited with one of the International
Central Securities Depositaries as Common Safekeeper and does not necessarily mean that the Notes will be recognised
as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon
issue or at any or all times during their life. Such recognition will depend upon satisfaction of the Eurosystem eligibility
criteria.
Registered Notes
Registered Notes of each Tranche of a Series which are sold in an “offshore transaction” within the meaning of
Regulation S (“Unrestricted Notes”) will be represented on issue by interests in a Temporary Regulation S Global
Certificate, without interest coupons, deposited with, and registered in the name of, a nominee for a Common
Depositary of Euroclear and Clearstream, Luxembourg on its issue date (See “Clearing and Settlement of Registered
Notes”). On or after the Exchange Date, upon certification of non-U.S. person beneficial ownership, beneficial interests
in the Temporary Regulation S Global Certificate are exchangeable for beneficial interests in the related Permanent
Regulation S Global Certificate, which will be deposited with, and registered in the name of, a nominee for a common
depositary of Euroclear and Clearstream, Luxembourg on its issue date. Registered Notes of such Tranche resold
pursuant to Rule 144A (“Restricted Notes”) will on issue be represented by a DTC Restricted Global Certificate,
without interest coupons, deposited with a custodian for, and registered in the name of a nominee of, the Depositary
Trust Company (“DTC”) on its issue date (See “Clearing and Settlement of Registered Notes”). Any DTC Restricted
Global Certificate and any Certificates representing Restricted Notes will bear a legend applicable to purchasers who
purchase the Registered Notes pursuant to Rule 144A as described under “Transfer Restrictions for Registered Notes”.
Any Certificates representing Unrestricted Notes will bear a legend applicable to purchasers who purchase the
Registered Notes pursuant to the applicable law as described under “Transfer Restrictions for Registered Notes”.
Transfer of Global Notes
For so long as any Notes are represented by a Temporary Global Note or a Permanent Global Note or a Global
Certificate (i) such Notes will only be transferable in accordance with the rules and procedures for the time being of
Clearstream Banking, societe anonyme, Luxembourg (“Clearstream, Luxembourg”) and/or Euroclear Bank S.A./N.V.,
(“Euroclear”) and/or a nominee for The Depository Trust Company (“DTC”), as the case may be, and (ii) each person
(other than Euroclear or Clearstream, Luxembourg or DTC who is for the time being shown in the records of
Clearstream, Luxembourg and/or Euroclear and/or DTC, as the case may be, as the owner of a particular nominal
amount of such Notes (in which regard any certificate or other document issued by Clearstream, Luxembourg and/or
Euroclear and/or DTC, as the case may be, as to the nominal amount of Notes standing to the account of any person
shall be conclusive and binding for all purposes except in the case of manifest error) shall be treated by the Issuer and
any Paying Agent as a holder of such nominal amount of Notes for all purposes other than with respect to the payment
of principal (including premium, if any) and interest, if any, and any other amounts payable, on such Notes, the right to
which shall be vested, as against the Issuer and any Paying Agent, solely in the bearer of the Temporary Global Note or
29

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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Delivery of Notes
On or after any due date for exchange, the holder of a Global Note may surrender such Global Note or, in the case of a
partial exchange, present it for endorsement to or to the order of the Agent. In exchange for any Global Note, or the part
thereof to be exchanged, the Issuer will (i) in the case of a Temporary Global Note exchangeable for a Permanent
Global Note, deliver, or procure the delivery of, a Permanent Global Note in an aggregate nominal amount equal to that
of the whole or that part of a Temporary Global Note that is being exchanged or, in the case of a subsequent exchange,
endorse, or procure the endorsement of, a Permanent Global Note to reflect such exchange or (ii) in the case of a Global
Note exchangeable for Definitive Notes or Registered Notes, deliver, or procure the delivery of, an equal aggregate
nominal amount of duly executed and authenticated Definitive Notes and/or Certificates, as the case may be. Definitive
Notes will be security-printed and Certificates will be printed in accordance with any applicable legal and stock
exchange requirements in or substantially in the form set out in the Schedules to the Agency Agreement. On exchange
in full of each Permanent Global Note, the Issuer will, if the holder so requests, procure that it is cancelled and returned
to the holder together with the relevant Definitive Notes. In the case of Registered Notes see “Clearing and Settlement
of Registered Notes¾Certificates”. No Permanent Global Note or Definitive Note (which is not a Restricted Note) will
be delivered to any address within the United States or its possessions. Restricted Notes may be sold pursuant to an
exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.
Amendment to Conditions
The Temporary Global Notes, Permanent Global Notes and Global Certificates contain provisions that apply to the
Notes that they represent, some of which modify the effect of the terms and conditions of the Notes set out in this Base
Prospectus. The following is a summary of certain of those provisions:
Payments
No payment falling due after the Exchange Date will be made on any Temporary Global Note unless exchange for an
interest in a Permanent Global Note or for Definitive Notes is improperly withheld or refused. Payments on any
Temporary Global Note issued in compliance with U.S. Treas. Reg. §1.163-5(c)(2)(i)(D) before the Exchange Date will
be made only against presentation of certification as to non-U.S. beneficial ownership in the form set out in the Agency
Agreement. All payments in respect of Notes represented by a Global Note will be made against presentation for
endorsement and, if no further payment falls to be made in respect of the Notes, for surrender of that Global Note to or
to the order of the Agent or such other Paying Agent which has been appointed for such purpose. A record of each
payment so made will be endorsed on each Global Note, which endorsement will be prima facie evidence that such
payment has been made in respect of the Notes. No payment with respect to the Temporary Global Notes, Permanent
Global Notes, or Definitive Notes, as applicable, will be made by mail to the United States or its possessions or by
transfer to an account maintained therein.
Payments of principal and interest in respect of Notes represented by a Global Certificate registered in the name of a
nominee for DTC will, if such Notes are denominated in U.S. dollars, be made in accordance with the above paragraph.
Payments of principal and interest in respect of Notes represented by a Global Certificate registered in the name of a
nominee for DTC will, if such Notes are denominated in a Specified Currency other than U.S. dollars, be made or
procured to be made by the Agent in the relevant Specified Currency in accordance with the following provisions. The
amounts in such Specified Currency payable by the Agent or its agent to DTC with respect to such Notes will be
received from the Issuer by the Agent who will make payments in such Specified Currency by wire transfer of same day
funds to the designated bank account in such Specified Currency of those DTC participants entitled to receive the
relevant payment who have made an irrevocable election to DTC, in the case of interest payments, on or prior to the
third DTC business day after the Record Date for the relevant payment of interest and, in the case of payments of
principal, at least 12 DTC business days prior to the relevant payment date, to receive that payment in such Specified
Currency. The Agent, after the Exchange Agent has converted amounts in such Specified Currency into U.S. dollars,
will deliver such U.S. dollar amount in same day funds to DTC for payment through its settlement system to those DTC
participants entitled to receive the relevant payment who did not elect to receive such payment in such Specified
Currency. The Agency Agreement sets out the manner in which such conversions are to be made. “DTC business day”
means any day on which DTC is open for business.
31

Prescription
Claims against the Issuer in respect of Notes that are represented by a Global Note will become void unless presented
for payment within a period of ten years (in the case of principal) and five years (in the case of interest) from the
appropriate Relevant Date (as defined in Condition 8).
Meetings
The holder of a Global Note or of the Notes represented by a Global Certificate shall (unless such Global Note or Global
Certificate represents only one Note) be treated as holding the aggregate nominal amount represented by such Global
Note or Global Certificate for the purposes of any quorum requirements of a meeting of Noteholders and, at any such
meeting, the holder of a Global Note shall be treated as having one vote in respect of each integral currency unit of the
specified currency of the Notes for which it may be exchanged. (All holders of Registered Notes are entitled to one vote
in respect of each Note comprising such Noteholder’s holding, whether or not represented by a Global Certificate.)
Cancellation
Cancellation of any Note represented by a Permanent Global Note that is required by the Conditions to be cancelled
(other than upon its redemption) will be effected by reduction in the nominal amount of the relevant Permanent Global
Note.
Purchase
Notes represented by a Permanent Global Note may be purchased only by the Issuer or any of its subsidiaries if they are
purchased together with the rights to receive all future payments of interest and Instalment Amounts (if any) thereon.
Issuer’s Option
Any option of the Issuer provided for in the Conditions of any Notes while such Notes are represented by a Permanent
Global Note shall be exercised by the Issuer giving notice to the Noteholders within the time limits set out in and
containing the information required by the Conditions, except that the notice shall not be required to contain the serial
numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be
required. If any option of the Issuer is exercised in respect of some but not all of the Notes of any Series, the rights of
accountholders with a clearing system in respect of the Notes will be governed by the standard procedures of Euroclear,
Clearstream, Luxembourg, DTC or any other clearing system (as the case may be).
Noteholders’ Options
Any option of the Noteholders provided for in the Conditions of any Notes while such Notes are represented by a
Permanent Global Note may be exercised by the holder of the Permanent Global Note giving notice to the Agent within
the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions substantially in the form of
the notice available from any Paying Agent, except that the notice shall not be required to contain the serial numbers of
the Notes in respect of which the option has been exercised, and stating the nominal amount of Notes in respect of
which the option is exercised and at the same time presenting the Permanent Global Note to the Agent, or to a Paying
Agent acting on behalf of the Agent, for notation.
Agent’s Powers
In considering the interests of Noteholders while any Global Note is held on behalf of, or Registered Notes are
registered in the name of any nominee for, a clearing system, the Agent may have regard to any information provided to
it by such clearing system or its operator as to the identity (either individually or by category) of its accountholders with
entitlements to such Global Note or Registered Notes and may consider such interests as if such accountholders were the
holders of the Notes represented by such Global Note or Global Certificate.
Notices
So long as any Notes are represented by a Global Note and such Global Note is held on behalf of a clearing system,
32

notices to the holders of Notes of that Series may be given by delivery of the relevant notice to that clearing system for
communication by it to entitled accountholders in substitution for publication as required by the Conditions.
Partly-paid Notes
The provisions relating to Partly-paid Notes are not set out in this Base Prospectus, but will be contained in the
applicable Final Terms or Prospectus and thereby in the Global Notes. While any instalments of the subscription
moneys due from the holder of Partly-paid Notes are overdue, no interest in a Global Note representing such Notes may
be exchanged for an interest in a Permanent Global Note or for Definitive Notes (as the case may be). If any Noteholder
fails to pay any instalment due on any Partly-paid Notes within the time specified, the Issuer may forfeit such Notes and
shall have no further obligation to their holder in respect of them.
33

CLEARING AND SETTLEMENT OF REGISTERED NOTES
Book-Entry Ownership
The Issuer will make applications to Euroclear and Clearstream, Luxembourg for acceptance in their respective bookentry
systems in respect of the Registered Notes to be represented by a Regulation S Global Certificate. Each
Regulation S Global Certificate will have an ISIN and a Common Code. Investors in Registered Notes may hold their
interests in a Regulation S Global Certificate only through Euroclear or Clearstream, Luxembourg.
The Issuer and the Agent will make application to DTC for acceptance in its book-entry settlement system of the
Restricted Notes represented by each DTC Restricted Global Certificate. Each DTC Restricted Global Certificate will
have a CUSIP number. Each DTC Restricted Global Certificate will be subject to restrictions on transfer contained in a
legend appearing on the front of the DTC Restricted Global Certificate, as set out under “Transfer Restrictions for
Registered Notes”. In certain circumstances, as described below in “Transfer Restrictions for Registered Notes”,
transfers of interests in a DTC Restricted Global Certificate may be made as a result of which such legend is no longer
applicable.
The custodian with whom the DTC Restricted Global Certificates are deposited (the “Custodian”) and DTC will
electronically record the nominal amount of the Restricted Notes held within the DTC system. Investors may hold their
interests in a DTC Restricted Global Certificate directly through DTC if they are participants in the DTC system, or
indirectly through organisations which are participants in such system.
Payments of the principal of, and interest on, each DTC Restricted Global Certificate registered in the name of DTC’s
nominee will be to or to the order of its nominee as the registered owner of such DTC Restricted Global Certificate.
The Issuer expects that the nominee, upon receipt of any such payment, will immediately credit DTC participants’
accounts with payments in amounts proportionate to their respective beneficial interests in the nominal amount of the
relevant DTC Restricted Global Certificate as shown on the records of DTC or the nominee. The Issuer also expects
that payments by DTC participants to owners of beneficial interests in such DTC Restricted Global Certificate held
through such DTC participants will be governed by standing instructions and customary practices, as is now the case
with securities held for the accounts of customers registered in the names of nominees for such customers. Such
payments will be the responsibility of such DTC participants. None of the Issuer or any Agent will have any
responsibility or liability for any aspect of the records relating to or payments made on account of ownership interests in
the DTC Restricted Global Certificates or for maintaining, supervising or reviewing any records relating to such
ownership interests.
All Registered Notes will on issue be in the form of (i) a Temporary Regulation S Global Certificate which after 40
days, and upon certification of non-U.S. beneficial ownership, may be exchanged for a Permanent Regulation S Global
Certificate and/or (ii) a DTC Restricted Global Certificate. Subject to the next sentence, Certificates will only be
available, in the case of Unrestricted Notes, in amounts specified in the applicable Final Terms or Prospectus, and, in the
case of Restricted Notes, in amounts of not less than U.S.$100,000 (or its equivalent in any other currency rounded
upwards as agreed between the Issuer and the relevant Dealer(s)), or higher integral multiples above such minimum
denomination as specified in the applicable Final Terms or Prospectus, in certain limited circumstances described
below. In the case of any such Notes which are to be admitted to trading on a regulated market within the European
Economic Area (“EEA”) or offered to the public in a Member State of the EEA in circumstances which require the
publication of a prospectus under Directive (2003/71/EC) (the “Prospectus Directive”), the minimum denomination
shall be at least €50,000 (or the equivalent of such amounts in another currency as at the date of issue of the Notes) and
integral multiples of €1,000 above such minimum denomination (or the equivalent in any other currency at the date of
issue of the Notes) as specified in the applicable Final Terms or Prospectus.
Certificates
Registration of title to Registered Notes in a name other than a depositary or its nominee for Euroclear and Clearstream,
Luxembourg or for DTC will not be permitted unless (i) in the case of Restricted Notes, DTC notifies the Issuer that it is
no longer willing or able to discharge properly its responsibilities as depositary with respect to the DTC Restricted
Global Certificates or ceases to be a “clearing agency” registered under the U.S. Securities Exchange Act of 1934, as
34

amended (the “Exchange Act”), or is at any time no longer eligible to act as such, and the Issuer is unable to locate a
qualified successor within 90 days of receiving notice of such ineligibility on the part of DTC, (ii) in the case of
Unrestricted Notes, the Issuer has been notified that both Euroclear and Clearstream, Luxembourg have been closed for
business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or have announced
an intention permanently to cease business or have in fact done so and no successor clearing system is available, or (iii)
an Event of Default has occurred and is continuing (each such event, an “Exchange Event”). Upon the occurrence of
an Exchange Event, the Issuer will give notice to the Noteholders in accordance with Condition 16 and will cause
sufficient Certificates to be executed and delivered to the Registrar for completion, authentication and despatch to the
relevant Noteholder(s). A person having an interest in a Global Certificate must provide the Registrar with:
(i)
(ii)
a written order containing instructions and such other information as the Issuer and the Registrar may require to
complete, execute and deliver such Certificates; and
in the case of a DTC Restricted Global Certificate only, a fully completed, signed certification substantially to
the effect that the exchanging holder is not transferring its interest at the time of such exchange, or in the case
of a simultaneous resale pursuant to Rule 144A, a certification that the transfer is being made in compliance
with the provisions of Rule 144A. Certificates issued pursuant to this paragraph (ii) shall bear the legends
applicable to transfers pursuant to Rule 144A.
Upon receipt of the documents referred to in (i) and, if applicable, (ii) above, the Registrar shall arrange for the
execution of a Certificate registered in the name or names requested in the order referred to in (i) above and shall (a)
make such Certificate available free of charge to the person or persons named in such order at the specified office of the
Registrar or at the specified office of any Transfer Agent, or (b) make such Certificate available for delivery within three
business days (or twenty-one business days if the transfer, exchange or redemption is of Notes represented by a Global
Certificate where all or some of such Notes are to be represented by a Certificate (other than a Global Certificate)) free
of charge to or to the order of such person or persons, in each case in accordance with the instructions set out in the
order referred to in (i) above.
Transfers of Registered Notes
Transfers of interests in Global Certificates within DTC, Euroclear and Clearstream, Luxembourg will be in accordance
with the usual rules and operating procedures of the relevant clearing system. The laws of some states in the United
States require that certain persons take physical delivery in definitive form of securities. Consequently, the ability to
transfer interests in a DTC Restricted Global Certificate to such persons may be limited. Because DTC can only act on
behalf of participants, who in turn act on behalf of indirect participants, the ability of a person having an interest in a
DTC Restricted Global Certificate to pledge such interest to persons or entities that do not participate in DTC, or
otherwise take actions in respect of such interest, may be affected by the lack of a physical certificate in respect of such
interest.
Beneficial interests in a Regulation S Global Certificate may be held only through Euroclear or Clearstream,
Luxembourg. Transfers may be made at any time by a holder of an interest in a Regulation S Global Certificate to a
transferee who wishes to take delivery of such interest through the DTC Restricted Global Certificate for the same
Series of Registered Notes provided that any such transfer made on or prior to the expiration of the distribution
compliance period referred to in “Subscription and Sale” relating to the Registered Notes represented by such
Regulation S Global Certificate will only be made upon receipt by the Registrar or any Transfer Agent of a written
certificate from the transferor of such interest to the effect that such transfer is being made to a person whom the
transferor reasonably believes is a qualified institutional buyer within the meaning of Rule 144A in a transaction
meeting the requirements of Rule 144A and in accordance with any applicable securities law of any State of the United
States or any other jurisdiction. Any such transfer made thereafter of the Registered Notes represented by such
Regulation S Global Certificate will only be made upon request through Euroclear or Clearstream, Luxembourg by the
holder of an interest in the Regulation S Global Certificate to the Agent and receipt by the Agent of details of that
account at DTC to be credited with the relevant interest in the DTC Restricted Global Certificate. Transfers at any time
by a holder of any interest in the DTC Restricted Global Certificate to a transferee who takes delivery of such interest
through a Regulation S Global Certificate will only be made upon delivery to the Registrar or any Transfer Agent of a
certificate setting forth compliance with the provisions of Regulation S and giving details of the account at Euroclear or
Clearstream, Luxembourg, as the case may be, and DTC to be credited and debited, respectively, with an interest in the
35

elevant Global Certificates.
Subject to compliance with the transfer restrictions applicable to the Registered Notes described above and under
“Transfer Restrictions for Registered Notes”, cross-market transfers between DTC, on the one hand, and directly or
indirectly through Clearstream, Luxembourg or Euroclear accountholders, on the other, will be effected by the relevant
clearing system in accordance with its rules and through action taken by the Custodian, the Registrar and the Agent.
On or after the issue date for any Series of Registered Notes, transfers of Registered Notes of such Series between
accountholders in Euroclear and Clearstream, Luxembourg and transfers of Registered Notes of such Series between
participants in DTC will generally have a settlement date three business days after the trade date (T+3). The customary
arrangements for delivery versus payment will apply to such transfers.
Cross-market transfers between accountholders in Euroclear or Clearstream, Luxembourg and DTC participants will
need to have an agreed settlement date between the parties to such transfer. Because there is no direct link between
DTC, on the one hand, and Euroclear and Clearstream, Luxembourg, on the other, transfers of interests in the relevant
Global Certificates will be effected through the Agent, the Custodian and the Registrar receiving instructions (and where
appropriate certification) from the transferor and arranging for delivery of the interests being transferred to the credit of
the designated account for the transferee. Transfers will be effected on the later of (i) three business days after the trade
date for the disposal of the interest in the relevant Global Certificate resulting in such transfer and (ii) three business
days after receipt by the Agent or the Registrar, as the case may be, of the necessary certification or information to
effect such transfer. In the case of cross-market transfers, settlement between Euroclear or Clearstream, Luxembourg
accountholders and DTC participants cannot be made on a delivery versus payment basis. The securities will be
delivered on a free delivery basis and arrangements for payment must be made separately.
For a further description of restrictions on transfer of Registered Notes, see “Transfer Restrictions for Registered
Notes”.
DTC has advised the Issuer that it will take any action permitted to be taken by a holder of Registered Notes (including,
without limitation, the presentation of DTC Restricted Global Certificates for exchange as described above) only at the
direction of one or more participants in whose account with DTC interests in DTC Restricted Global Certificates are
credited and only in respect of such portion of the aggregate nominal amount of the relevant DTC Restricted Global
Certificates as to which such participant or participants has or have given such direction. However, in the circumstances
described above, DTC will surrender the relevant DTC Restricted Global Certificates for exchange for Certificates
(which will, in the case of Restricted Notes, bear the legend applicable to transfers pursuant to Rule 144A).
DTC has advised the Issuer as follows: DTC is a limited purpose trust company organised under the laws of the State of
New York, a “banking organization” under the laws of the State of New York, a member of the U.S. Federal Reserve
System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing
agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities
for its participants and facilitate the clearance and settlement of securities transactions between participants through
electronic computerised book-entry changes in accounts of its participants, thereby eliminating the need for physical
movement of certificates. Direct participants include securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organisations. Indirect access to DTC is available to others, such as banks, securities
brokers, dealers and trust companies, that clear through or maintain a custodial relationship with a DTC direct
participant, either directly or indirectly.
Although DTC, Euroclear and Clearstream, Luxembourg have agreed to the foregoing procedures in order to facilitate
transfers of beneficial interests in the Global Certificates among participants and accountholders of DTC, Euroclear and
Clearstream, Luxembourg, they are under no obligation to perform or continue to perform such procedures, and such
procedures may be discontinued at any time. None of the Issuer or any Agent will have any responsibility for the
performance by DTC, Euroclear or Clearstream, Luxembourg or their respective direct or indirect participants or
accountholders of their respective obligations under the rules and procedures governing their operations.
While a DTC Restricted Global Certificate is lodged with DTC or the Custodian, Restricted Notes represented by
Certificates will not be eligible for clearing or settlement through DTC, Euroclear or Clearstream, Luxembourg.
36

Pre-Issue Trade Settlements
It is expected that delivery of Registered Notes will be made against payment thereof on the relevant issue date, which
could be more than three business days following the date of pricing. Under Rule 15c6-1 of the U.S. Securities and
Exchange Commission under the Exchange Act, trades in the United States secondary market generally are required to
settle within three business days (T+3), unless the parties to any such trade expressly agree otherwise. Accordingly,
purchasers who wish to trade Registered Notes in the United States on the date of pricing or the next succeeding
business days until the relevant issue date will be required, by virtue of the fact the Registered Notes initially will settle
beyond T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement.
Settlement procedures in other countries will vary. Purchasers of Registered Notes may be affected by such local
settlement practices and purchasers of Registered Notes who wish to trade Registered Notes between the date of pricing
and the relevant issue date should consult their own adviser.
37

TERMS AND CONDITIONS OF THE NOTES
The following is the text of the terms and conditions that, subject to completion and amendment and as supplemented or
varied in accordance with the provisions of Part A of the applicable Final Term (or terms of a Prospectus, as the case
may be), shall be incorporated by reference into each Global Note (as defined below) and to each of the definitive Notes
or Certificates (if any) if so permitted by the relevant stock exchange and agreed by the Issuer and the relevant Dealer
or, if not so permitted and/or agreed, either (i) the full text of these terms and conditions together with the relevant
provisions of Part A of the Final Term or the Prospectus, or (ii) these terms and conditions as so completed, amended,
supplemented or varied (and subject to simplification by the deletion of non-applicable provisions), shall be attached to
each Global Note in temporary or permanent form or endorsed on such Bearer Notes or on the Certificates relating to
such Registered Notes. References in the Conditions to “Notes” are to the Notes of one Series only, not to all Notes that
may be issued under the Programme.
The Notes are issued by JPMorgan Chase & Co. (the “Issuer”) pursuant to an amended and restated Agency Agreement
dated 14 January 2009, as amended and restated from time to time (the “Agency Agreement” between (i) the Issuer, (ii)
The Bank of New York Mellon as issuing and principal paying agent and agent bank (the “Agent”, which expression
shall include any successor agent and together with the Irish Paying Agent, the “Paying Agents”, which expression
shall include any successor paying agents) and as transfer agent (together with the New York City Registrar and the
Luxembourg Registrar, the “Transfer Agents”, which expression shall include any additional or successor transfer
agents), (iii) BNY Financial Services PLC as paying agent (the “Irish Paying Agent”, which expression shall include
any successor paying agent in Ireland), (iv) The Bank of New York Mellon, New York City office as transfer agent and
registrar (the “New York City Registrar”, which expression shall include any successor registrar in New York City)
and as exchange agent (the “Exchange Agent”, which expression shall include any successor exchange agent) and (v)
The Bank of New York (Luxembourg) S.A. as transfer agent and registrar (the “Luxembourg Registrar”, which
expression shall include any successor registrar in Luxembourg). References herein to the “Registrar” are to The Bank
of New York Mellon or The Bank of New York (Luxembourg) S.A. as specified in the applicable Final Terms or
Prospectus. The Noteholders, the Receiptholders and the Couponholders (each as defined below) of Notes cleared
through Euroclear Bank S.A./N.V.(“Euroclear”) and/or Clearstream Banking, Société anonyme, Luxembourg
(“Clearstream, Luxembourg”) and/or a nominee for The Depositary Trust Company (“DTC”) are entitled to the
benefit of a deed of covenant (the “Deed of Covenant”) dated 14 January 2009 and made by the Issuer. The original of
the Deed of Covenant is held by the Common Depositary for Euroclear and Clearstream, Luxembourg. Copies of the
Agency Agreement and Deed of Covenant are available for inspection during usual business hours at the principal office
of the Agent (currently at One Canada Square, Canary Wharf, London E14 5AL) and at the specified offices of the
Paying Agents and the Transfer Agents. Copies of the applicable Final Terms or Prospectus are obtainable during
normal business hours at the specified office of each of the Paying Agents save that, if this Note is an unlisted Note of
any Series, the applicable Final Terms or Prospectus will only be obtainable by a Noteholder holding one or more
unlisted Notes of that Series and such Noteholder must produce evidence satisfactory to the Issuer and the relevant
Paying Agent as to its holding of such Notes and identity. The Noteholders, the Receiptholders and the Couponholders
(as defined below) are deemed to have notice of, and are entitled to the benefit of, all the provisions of the Agency
Agreement, and Deed of Covenant and the applicable Final Terms or Prospectus which are applicable to them. The
statements in these Terms and Conditions include summaries of, and are subject to, the detailed provisions of the
Agency Agreement.
Words and expressions defined in the Agency Agreement or used in the applicable Final Terms or Prospectus shall have
the same meanings where used in these Terms and Conditions unless the context otherwise requires or unless otherwise
stated and provided that, in the event of inconsistency between the Agency Agreement and the applicable Final Terms
or Prospectus as the case may be, the terms of the applicable Final Terms or Prospectus will prevail.
1. Form, Denomination and Title
The Notes are issued in bearer form (“Bearer Notes”), in registered form (“Registered Notes”), in each case in the
Specified Currencies and Specified Denomination(s). The “Specified Currency” and “Specified Denomination” of a
Note shall be, respectively, the currency and denomination which is specified as such in the applicable Final Terms or
Prospectus. In the case of any Notes which are to be admitted to trading on a regulated market within the European
Economic Area or offered to the public in a Member State of the European Economic Area in circumstances which
require the publication of a prospectus under Directive 2003/71/EC, the minimum Specified Denomination shall be at
38

least €50,000 (or the equivalent of such amount in another currency as at the date of issue of the Notes) and, in the case
of Registered Notes only, integral multiples of €1,000 (or the equivalent in any other currency as at the date of issue of
the Notes) above such Specified Denomination as specified in the applicable Final Terms or Prospectus. No definitive
Certificates will be issued with a denomination above €99,000.
Bearer Notes may be issued in new global note (“NGN”) form. Bearer Notes represented by temporary Global Notes or
permanent Global Notes will be delivered to a common safekeeper (the “Common Safekeeper”) for Euroclear Bank,
S.A./N.V. (“Euroclear”) and/or Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) (if in NGN
form) or a common depositary (the “Common Depositary”) (if not in NGN form).
Registered Notes are represented by registered certificates (“Certificates”), and, save as provided in Condition 2(d),
each Certificate shall represent the entire holding of Registered Notes by the same holder the minimum denomination of
Restricted Notes will be at least U.S.$100,000 (or its equivalent in any other currency rounded upwards as agreed
between the Issuer and the relevant Dealer(s)), or higher integral multiples above such minimum denomination specified
in the applicable Final Terms or Prospectus, in certain limited circumstances described herein.
This Note is a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, a Credit Linked Note, an Equity Linked
Note, an Index Linked Interest Note, an Index Linked Redemption Note, an Instalment Note, a Dual Currency Note or a
Partly-paid Note, a combination of any of the foregoing or any other kind of Note, depending upon the Interest and
Redemption/Payment Basis.
Bearer Notes in definitive form are serially numbered and are issued with Coupons (“Coupons”) (and, where
appropriate, talons for further Coupons (“Talons”)) attached, save in the case of Notes that do not bear interest, in which
case references to interest (other than in relation to interest due after the Maturity Date), Coupons and Talons in these
Conditions are not applicable. Any reference herein to Coupons or coupons shall, unless the context otherwise requires,
be deemed to include a reference to Talons or talons. Definitive Notes repayable in instalments have receipts
(“Receipts”) for the payment of the instalments of principal (other than the final instalment) attached on issue. Global
Notes do not have Receipts, Coupons or Talons attached on issue.
The Final Terms for this Note (or the relevant provisions thereof) is attached to or endorsed on this Note (or Certificate
representing the Notes) and supplements these Terms and Conditions and may specify other terms and conditions which
shall, to the extent so specified or to the extent inconsistent with these Terms and Conditions, replace or modify these
Terms and Conditions for the purposes of this Note. References to the “applicable Final Terms” are to the Final
Terms (or the relevant provisions thereof) attached to or endorsed on this Note (or, as the case may be the Global
Certificates or Certificate representing the Notes).
Notes may be issued from time to time in a form which significantly amends these Terms and Conditions, in which
event, (in the case of Notes intended to be listed on the Irish Stock Exchange) a separate Prospectus will be drawn up.
References herein to the “Prospectus” are to the terms of such Prospectus which may incorporate by reference these
Terms and Conditions and/or supplement these Terms and Conditions and/or specify other terms and conditions which
shall to the extent so specified or to the extent inconsistent with these Terms and Conditions, replace or modify the
Terms and Conditions for the purposes of such Notes.
Any reference to “Noteholders” or “holders” in relation to any Notes shall mean the holders of the Notes or the person
in whose name a Registered Note is registered (as the case may be). Any reference herein to “Receiptholders” shall
mean the holders of the Receipts and any reference herein to “Couponholders” shall mean the holders of the Coupons
and shall, unless the context otherwise requires, include the holders of the Talons.
As used herein, “Tranche” means Notes which are identical in all respects (including as to listing) and “Series” means
a Tranche of Notes together with any further Tranche or Tranches of Notes which are (i) expressed to be consolidated
and form a single series and (ii) identical in all respects (including as to listing) except for their respective Issue Dates,
Interest Commencement Dates and/or Issue Prices. Any Bearer Note the principal amount of which is redeemable in
instalments is issued with one or more Receipts attached.
39

2. Transfers of Notes
(a)
Transfer of Bearer Notes
Subject as set out below, title to the Bearer Notes in definitive form and the Receipts, Coupons and Talons
shall pass by delivery.
(b)
Transfer of Registered Notes
Title to the Registered Notes shall pass by registration in the register that the Issuer shall procure to be kept by
the Registrar in accordance with the provisions of the Agency Agreement (the “Register”). Except as ordered
by a court of competent jurisdiction or as required by law, the Noteholder, Receiptholder or Couponholder
shall be deemed to be and may be treated by the Issuer and any Transfer Agent as its absolute owner for all
purposes whether or not it is overdue and regardless of any notice of ownership, trust or an interest in it, any
writing on it (or on the Certificate representing it) or its theft or loss (or that of the related Certificate) and no
person shall be liable for so treating the holder.
One or more Registered Notes may be transferred upon the surrender (at the specified office of the Registrar or
any Transfer Agent) of the Certificate representing such Registered Notes to be transferred, together with the
form of transfer endorsed on such Certificate duly completed and executed (or another form of transfer
substantially in the same form and containing the same representations and certifications (if any)), unless
otherwise agreed by the Issuer and any other evidence as the Registrar or Transfer Agent may reasonably
require. In the case of a transfer of only part of a holding of Registered Notes represented by one Certificate, a
new Certificate shall be issued to the transferee in respect of the part transferred and a further new Certificate
in respect of the balance of the holding not transferred shall be issued to the transferor. All transfers of Notes
and entries on the Register will be made subject to the detailed regulations concerning transfers of Notes
scheduled to the Agency Agreement. The regulations may be changed by the Issuer, with the prior written
approval of the Registrar and the Noteholders. A copy of the current regulations will be made available free of
charge by the Registrar and the Transfer Agents at their specified office to any Noteholder upon request.
(c)
Exercise of Options or Partial Redemption in Respect of Registered Notes
In the case of an exercise of the Issuer’s option (If Issuer Call is specified in the applicable Final Terms or
Prospectus) or Noteholders’ option (if Investor Put is specified in the applicable Final Terms or Prospectus) in
respect of, or a partial redemption of, a holding of Registered Notes represented by a single Certificate, a new
Certificate shall be issued to the holder to reflect the exercise of such option or in respect of the balance of the
holding not redeemed. In the case of a partial exercise of an option resulting in Registered Notes of the same
holding having different terms, separate Certificates shall be issued in respect of those Notes of that holding
that have the same terms. New Certificates shall only be issued against surrender of the existing Certificates to
the Registrar or any Transfer Agent. In the case of a transfer of Registered Notes to a person who is already a
holder of Registered Notes, a new Certificate representing the enlarged holding shall only be issued against
surrender of the Certificate representing the existing holding.
(d)
Delivery of New Certificates
Each new Certificate to be issued pursuant to Conditions 2(c) or (d) shall be available for delivery within three
business days of receipt of the request for exchange, form of transfer or Put Notice or surrender of the
Certificate for exchange. Delivery of the new Certificate(s) shall be made at the specified office of the Transfer
Agent to whom delivery or surrender of such request for exchange, form of transfer, Put Notice or Certificate
shall have been made or, at the option of the holder making such delivery or surrender as aforesaid and as
specified in the relevant request for exchange, form of transfer, Put Notice or otherwise in writing, be mailed
by uninsured post at the risk of the holder entitled to the new Certificate to such address as may be so specified,
unless such holder requests otherwise and pays in advance to the relevant Agent the costs of such other method
of delivery and/or such insurance as it may specify. In this Condition 2(d), “business day” means a day, other
than a Saturday or Sunday, on which banks are open for business in the place of the Specified Office of the
relevant Transfer Agent and (ii) either (a) in relation to any sum payable in a Specified Currency other than
40

euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general
business (including dealing in foreign exchange and foreign currency deposits) in the principal financial centre
of the country of the relevant Specified Currency (if other than London and any Additional Financial Centre
and which if the Specified Currency is Australian dollars or New Zealand dollars shall be Sydney or Auckland,
respectively) or (b) in relation to any sum payable in euro, a day on which the TARGET2 System is open.
(e)
Exchange and Transfer Free of Charge
Exchange and transfer of Notes and Certificates on registration, transfer, exercise of an option or partial
redemption shall be effected without a charge imposed by or on behalf of the Issuer, the Registrar or the
Transfer Agents, but upon payment by the transferee of any tax or other governmental charges that may be
imposed in relation to it (or the giving by the transferee of such indemnity as the Registrar or the relevant
Transfer Agent may require).
(f)
Closed Periods
3. Status
No Noteholder may require the transfer of a Registered Note to be registered (i) during the period of 15 days
ending on (and including) the due date for redemption of, or payment of any Instalment Amount in respect of,
that Note, (ii) (if Issuer Call is specified in the applicable Final Terms or Prospectus, during the period of 15
days prior to any date on which Notes may be called for redemption by the Issuer at its option pursuant to
Condition 5(c), (iii) after any such Note has been called for redemption, (iv) after such Noteholder has
delivered an Asset Transfer Notice, or (v) during the period of 7 days ending on (and including) any Record
Date.
(a)
General
The Notes are not savings accounts, deposits or other obligations of any bank or non-bank subsidiary of
the Issuer and are not insured by the United States Federal Deposit Insurance Corporation, the Bank
Insurance Fund or any other governmental agency or instrumentality.
(b)
Status of the Notes
The obligations of the Issuer under the Notes, Receipts and Coupons will constitute unsecured and
unsubordinated obligations of the Issuer and shall at all times rank pari passu, and without any preference, with
all other senior unsecured and unsubordinated obligations of the Issuer. The payment obligations of the Issuer
under such Notes and the Receipts and Coupons relating to them shall, save for such exceptions as may be
provided by applicable legislation, at all times rank at least equally with all other unsecured and
unsubordinated indebtedness and monetary obligations of the Issuer, present and future.
4. Interest and Other Calculations
(a)
Interest on Fixed Rate Notes
Each Fixed Rate Note bears interest on its outstanding nominal amount (or, if it is a Partly Paid Note, the
amount paid up) from (and including) the Interest Commencement Date at the rate(s) per annum equal to the
Rate(s) of Interest. Interest will be payable in arrear on the Interest Payment Date(s) in each year up to (and
including) the Maturity Date.
Except as provided in the applicable Final Terms or Prospectus, the amount of interest payable on each Interest
Payment Date will amount to the Fixed Coupon Amount. Payments of interest on any other Interest Payment
Date will, if so specified in the applicable Final Terms or Prospectus, amount to the Broken Amount so
specified.
If interest is required to be calculated for a period ending other than on an Interest Payment Date, such interest
41

shall be calculated by applying the Rate of Interest to each Specified Denomination, multiplying such sum by
the relevant Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant
Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with
applicable market convention.
(b)
Interest on Floating Rate Notes and Index Linked Interest Notes
(i)
Interest Payment Dates
Each Floating Rate Note and Index Linked Interest Note bears interest on its outstanding nominal
amount (or, if it is a Partly Paid Note, the amount paid up) from (and including) the Interest
Commencement Date and such interest will be payable in arrear on either:
(A)
(B)
the Specified Interest Payment Date(s) in each year specified in the applicable Final Terms or
Prospectus; or
if no Specified Interest Payment Date(s) is/are specified in the applicable Final Terms or
Prospectus, each date (each such date, together with each Specified Interest Payment Date, an
“Interest Payment Date”) which falls the number of months or other period specified as the
Specified Period in the applicable Final Terms or Prospectus after the preceding Interest
Payment Date or, in the case of the first Interest Payment Date, after the Interest
Commencement Date.
Such interest will be payable in respect of each Interest Period (which expression shall, in these Terms
and Conditions, mean the period from (and including) an Interest Payment Date (or the Interest
Commencement Date) to (but excluding) the next (or first) Interest Payment Date).
If a Business Day Convention is specified in the applicable Final Terms or Prospectus and (x) if there
is no numerically corresponding day in the calendar month in which an Interest Payment Date should
occur or (y) if any Interest Payment Date would otherwise fall on a day which is not a Business Day,
then, if the Business Day Convention specified is:
(1) in any case where Specified Periods are specified in accordance with Condition 4(b)(i)(B)
above, the Floating Rate Convention, such Interest Payment Date (i) in the case of (x) above,
shall be the last day that is a Business Day in the relevant month and the provisions of (B)
below shall apply mutatis mutandis or (ii) in the case of (y) above, shall be postponed to the
next day which is a Business Day unless it would thereby fall into the next calendar month,
in which event (A) such Interest Payment Date shall be brought forward to the immediately
preceding Business Day and (B) each subsequent Interest Payment Date shall be the last
Business Day in the month which falls the Specified Period after the preceding applicable
Interest Payment Date occurred; or
(2) the Following Business Day Convention, such Interest Payment Date shall be postponed to
the next day which is a Business Day; or
(3) the Modified Following Business Day Convention, such Interest Payment Date shall be
postponed to the next day which is a Business Day unless it would thereby fall into the next
calendar month, in which event such Interest Payment Date shall be brought forward to the
immediately preceding Business Day; or
(4) the Preceding Business Day Convention, such Interest Payment Date shall be brought
forward to the immediately preceding Business Day.
(ii)
Rate of Interest
The Rate of Interest payable from time to time in respect of Floating Rate Notes and Index Linked
42

Interest Notes will be determined in the manner specified in the applicable Final Terms or Prospectus.
(A)
ISDA Determination for Floating Rate Notes
Where ISDA Determination is specified in the applicable Final Terms or Prospectus as the
manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest
Period will be the relevant ISDA Rate plus or minus (as indicated in the applicable Final
Terms or Prospectus) the Margin (if any). For the purposes of this sub-paragraph (A), “ISDA
Rate” for an Interest Period means a rate equal to the Floating Rate that would be determined
by the Agent under an interest rate swap transaction if the Agent were acting as Calculation
Agent for that swap transaction under the terms of an agreement incorporating the 2006 ISDA
Definitions, as published by the International Swaps and Derivatives Association, Inc. and as
amended and updated as at the Issue Date of the first Tranche of the Notes, (the “ISDA
Definitions”) and under which:
(1) the Floating Rate Option is as specified in the applicable Final Terms or Prospectus;
(2) the Designated Maturity is a period specified in the applicable Final Terms or
Prospectus; and
(3) the relevant Reset Date is either (i) if the applicable Floating Rate Option is based
on the London inter-bank offered rate (“LIBOR”) or on the Euro-zone inter-bank
offered rate (“EURIBOR”), the first day of that Interest Period or (ii) in any other
case, as specified in the applicable Final Terms or Prospectus.
For the purposes of this sub-paragraph (A), “Floating Rate”, “Calculation Agent”,
“Floating Rate Option”, “Designated Maturity” and “Reset Date” have the meanings
given to those terms in the ISDA Definitions.
(B)
Screen Rate Determination for Floating Rate Notes
Where Screen Rate Determination is specified in the applicable Final Terms or Prospectus as
the manner in which the Rate of Interest is to be determined, the Rate of Interest for each
Interest Period will, subject as provided below, be either:
(i)
the offered quotation; or
(ii) the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005
being rounded upwards) of the offered quotations,
(expressed as a percentage rate per annum) for the Reference Rate which appears or appear,
as the case may be, on the Relevant Screen Page as at 11.00 a.m. (London time, in the case of
LIBOR, or Brussels time, in the case of EURIBOR) on the Interest Determination Date in
question plus or minus (as indicated in the applicable Final Terms or Prospectus) the Margin
(if any), all as determined by the Agent. If five or more of such offered quotations are
available on the Relevant Screen Page, the highest (or, if there is more than one such highest
quotation, one only of such quotations) and the lowest (or, if there is more than one such
lowest quotation, one only of such quotations) shall be disregarded by the Agent for the
purpose of determining the arithmetic mean (rounded as provided above) of such offered
quotations.
The Agency Agreement contains provisions for determining the Rate of Interest in the event
that the Relevant Screen Page is not available or if, in the case of (i) above, no such offered
quotation appears or, in the case of (ii) above, fewer than three such offered quotations
appear, in each case as at the time specified in the preceding paragraph.
43

If the Reference Rate from time to time in respect of Floating Rate Notes is specified in the
applicable Final Terms or Prospectus as being other than LIBOR or EURIBOR, the Rate of
Interest in respect of such Notes will be determined as provided in the applicable Final Terms
or Prospectus.
(iii)
Minimum Rate of Interest and/or Maximum Rate of Interest
If the applicable Final Terms or Prospectus specifies a Minimum Rate of Interest for any Interest
Period, then, in the event that the Rate of Interest in respect of such Interest Period determined in
accordance with the provisions of paragraph (ii) above is less than such Minimum Rate of Interest, the
Rate of Interest for such Interest Period shall be such Minimum Rate of Interest.
If the applicable Final Terms or Prospectus specifies a Maximum Rate of Interest for any Interest
Period, then, in the event that the Rate of Interest in respect of such Interest Period determined in
accordance with the provisions of paragraph (ii) above is greater than such Maximum Rate of Interest,
the Rate of Interest for such Interest Period shall be such Maximum Rate of Interest.
(iv)
Determination of Rate of Interest and calculation of Interest Amounts
The Agent, in the case of Floating Rate Notes, and the Calculation Agent, in the case of Index Linked
Interest Notes, will at or as soon as practicable after each time at which the Rate of Interest is to be
determined, determine the Rate of Interest for the relevant Interest Period. In the case of Index Linked
Interest Notes, the Calculation Agent will notify the Agent of the Rate of Interest for the relevant
Interest Period as soon as practicable after calculating the same.
The Agent, in the case of Floating Rate Notes and the Calculation Agent, in the case of Index Linked
Interest Notes will calculate the amount of interest (the “Interest Amount”) payable on the Notes in
respect of each Specified Denomination for the relevant Interest Period. Each Interest Amount shall
be calculated by applying the Rate of Interest to each Specified Denomination, multiplying such sum
by the applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the
relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in
accordance with applicable market convention.
(v)
Notification of Rate of Interest and Interest Amounts
The Agent will cause the Rate of Interest and each Interest Amount for each Interest Period and the
relevant Interest Payment Date to be notified to the Issuer and any stock exchange on which the
relevant Floating Rate Notes or Index Linked Interest Notes are for the time being listed and notice
thereof to be published in accordance with Condition 16 as soon as possible after their determination
but in no event later than the fourth London Business Day thereafter. Each Interest Amount and
Interest Payment Date so notified may subsequently be amended (or appropriate alternative
arrangements made by way of adjustment) without prior notice in the event of an extension or
shortening of the Interest Period. Any such amendment will be promptly notified to each stock
exchange on which the relevant Floating Rate Notes or Index Linked Interest Notes are for the time
being listed and to the Noteholders in accordance with Condition 16. For the purposes of this
paragraph, the expression “London Business Day” means a day (other than a Saturday or a Sunday)
on which banks and foreign exchange markets are open for general business in London.
(vi)
Certificates to be final
All certificates, communications, opinions, determinations, calculations, quotations and decisions
given, expressed, made or obtained for the purposes of the provisions of this Condition 4(b), whether
by the Agent or, if applicable, the Calculation Agent, shall (in the absence of wilful default, bad faith
or manifest error) be binding on the Issuer, the Agent, the Calculation Agent (if applicable), the
44

Transfer Agents (if applicable) and all Noteholders and (in the absence as aforesaid) no liability to the
Issuer or the Noteholders shall attach to the Agent or the Calculation Agent (if applicable) in
connection with the exercise or non exercise by it of its powers, duties and discretions pursuant to
such provisions.
(vii)
Calculation Agent
The Issuer shall procure that there shall at all times be one or more Calculation Agents if provision is
made for them in the Final Terms or Prospectus and for so long as any Note is outstanding (as defined
in the Agency Agreement). Where more than one Calculation Agent is appointed in respect of the
Notes, references in this Condition to the Calculation Agent shall be construed as each Calculation
Agent performing its respective duties under these Conditions. If the Calculation Agent is unable or
unwilling to act as such, or if the Calculation Agent fails duly to establish the Rate of Interest for an
Interest Period or to calculate any Interest Amount, Instalment Amount, Final Redemption Amount,
Early Redemption Amount or the Optional Redemption Amount or to comply with any other
requirement, the Issuer shall appoint a leading bank or investment banking firm engaged in the
interbank market (or, if appropriate, money, swap or over the counter index options market) that is
most closely connected with the calculation or determination to be made by the Calculation Agent
(acting through its principal London office or any other office actively involved in such market) to act
as such in its place. The Calculation Agent may not resign its duties without a successor having been
appointed as aforesaid.
(c)
Interest on Dual Currency Interest Notes
The rate or amount of interest payable in respect of Dual Currency Interest Notes shall be determined in the
manner specified in the applicable Final Terms or Prospectus.
(d)
Interest on Partly Paid Notes
In the case of Partly Paid Notes (other than Partly Paid Notes which are Zero Coupon Notes), interest will
accrue as aforesaid on the paid up nominal amount of such Notes and otherwise as specified in the applicable
Final Terms or Prospectus.
(e)
Accrual of interest
Each Note (or in the case of the redemption of part only of a Note, that part only of such Note) will cease to
bear interest (if any) from the date for its redemption unless, upon due surrender thereof, payment of principal
is improperly withheld or refused. In such event, interest will continue to accrue until whichever is the earlier
of:
(1) the date on which all amounts due in respect of such Note have been paid and/or all assets deliverable
in respect of such Note have been delivered; and
(2) five days after the date on which the full amount of the moneys payable in respect of such Note has
been received by the Agent and/or all assets in respect of such Note have been received by any agent
appointed by the Issuer to deliver such assets to Noteholders and notice to that effect has been given to
the Noteholders in accordance with Condition 16.
(f)
Rate of Interest on Zero Coupon Notes
Where a Note the Rate of Interest of which is specified to be Zero Coupon is repayable prior to the Maturity
Date and is not paid when due, the amount due and payable prior to the Maturity Date shall be the Early
Redemption Amount of such Note as determined in accordance with Condition 5(e). As from the Maturity
Date, the Rate of Interest for any overdue principal of such a Note shall be a rate per annum (expressed as a
percentage) equal to the Amortised Face Amount (as set out in Condition 5(e)).
45

(g)
Definitions
For the purposes of these Conditions:
“Business Day” means a day which is both:
(A)
(B)
a day on which commercial banks and foreign exchange markets settle payments and are open for
general business (including dealing in foreign exchange and foreign currency deposits) in London and
any Additional Business Centre specified in the applicable Final Terms or Prospectus; and
either (1) in relation to any sum payable in a Specified Currency other than euro, a day on which
commercial banks and foreign exchange markets settle payments and are open for general business
(including dealing in foreign exchange and foreign currency deposits) in the principal financial centre
of the country of the relevant Specified Currency (if other than London and any Additional Business
Centre and which if the Specified Currency is Australian dollars or New Zealand dollars shall be
Sydney or Auckland, respectively) or (2) in relation to any sum payable in euro, a day on which
Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System which
utilises a single shared platform and which was established on 19 November 2007, or any successor
thereto (the “TARGET2 System”) is open.
“Day Count Fraction” means, in respect of the calculation of an amount of interest for any Interest Period:
(i)
(ii)
(iii)
(iv)
if “Actual/Actual” or “Actual/Actual — ISDA” is specified in the applicable Final Terms, the actual
number of days in the Interest Period divided by 365 (or, if any portion of that Interest Period falls in a
leap year, the sum of (A) the actual number of days in that portion of the Interest Period falling in a
leap year divided by 366 and (B) the actual number of days in that portion of the Interest Period falling
in a non-leap year divided by 365);
if “Actual/365 (Fixed)” is specified in the applicable Final Terms, the actual number of days in the
Interest Period divided by 365;
if “Actual/360” is specified in the applicable Final Terms, the actual number of days in the Interest
Period divided by 360;
if “30/360”, “360/360” or “Bond Basis” is specified in the applicable Final Terms, the number of days
in the Interest Period divided by 360 calculated on a formula basis as follows:
[360 x (Y(2)-
Y(1))] + [30 x (M(2) - M(1))] + (D(2)-
D(1))
Day Count Fraction =
360
where:
“Y(1)” is the year, expressed as a number, in which the first day of the Interest Period falls;
“Y(2)” is the year, expressed as a number, in which the day immediately following the last day
included in the Interest Period falls;
“M(1)” is the calendar month, expressed as a number, in which the first day of the Interest Period
falls;
“M(2)” is the calendar month, expressed as number, in which the day immediately following the last
day included in the Interest Period falls;
“D(1)” is the first calendar day, expressed as a number, of the Interest Period, unless such number
would be 31, in which case D(1) will be 30; and
46

“D(2)” is the calendar day, expressed as a number, immediately following the last day included in the
Interest Period, unless such number would be 31 and D(1) is greater than 29, in which case D(2) will
be 30;
(v)
if “30E/360” or “Eurobond Basis” is specified in the applicable Final Terms, the number of days in the
Interest Period divided by 360 calculated on a formula basis as follows:
[360 x (Y(2)-
Y(1))] + [30 x (M(2) - M(1))] + (D(2)-
D(1))
Day Count Fraction =
360
where:
“Y(1)” is the year, expressed as a number, in which the first day of the Interest Period falls;
“Y(2)” is the year, expressed as a number, in which the day immediately following the last day
included in the Interest Period falls;
“M(1)” is the calendar month, expressed as a number, in which the first day of the Interest Period
falls;
“M(2)” is the calendar month, expressed as a number, in which the day immediately following the last
day included in the Interest Period falls;
“D(1)” is the first calendar day, expressed as a number, of the Interest Period, unless such number
would be 31, in which case D(1) will be 30; and
“D(2)” is the calendar day, expressed as a number, immediately following the last day included in the
Interest Period, unless such number would be 31, in which case D(2) will be 30;
(vi)
if “30E/360 (ISDA)” is specified in the applicable Final Terms, the number of days in the Interest
Period divided by 360, calculated on a formula basis as follows:
[360 x (Y(2)-
Y(1))] + [30 x (M(2) - M(1))] + (D(2)-
D(1))
Day Count Fraction =
360
where:
“Y(1)” is the year, expressed as a number, in which the first day of the Interest Period falls;
“Y(2)” is the year, expressed as a number, in which the day immediately following the last day
included in the Interest Period falls;
“M(1)” is the calendar month, expressed as a number, in which the first day of the Interest Period
falls;
“M(2)” is the calendar month, expressed as a number, in which the day immediately following the last
day included in the Interest Period falls;
“D(1)” is the first calendar day, expressed as a number, of the Interest Period, unless (i) that day is the
last day of February or (ii) such number would be 31, in which case D(1) will be 30;
“D(2)” is the calendar day, expressed as a number, immediately following the last day included in the
Interest Period, unless (i) that day is the last day of February but not the Maturity Date or (ii) such
number would be 31, in which case D(2) will be 30; and
47

(vii)
if “Actual/Actual — ICMA” is specified in the applicable Final Terms:
(a)
(b)
if the Interest Period is the same as or shorter than the Determination Period during which it
falls, the number of days in the Interest Period divided by (x) the number of days in such
Determination Period times (y) the number of Determination Periods normally ending in any
year; or
if the Interest Period starts in one Determination Period and ends in another, the sum of (A)
the number of days in such Interest Period falling within the first Determination Period
divided by (x) the number of days in such first Determination Period times (y) the number of
Determination Periods normally ending in any year and (B) the calculation in (A), but
substituting “second Determination Period” for “first Determination Period”,
where:
“Determination Date” means the date specified as such or, if none is so specified, the Interest Payment Date;
“Determination Period” means the period from and including a Determination Date in any year to but
excluding the next Determination Date; and
“Fixed Interest Period” means the period from (and including) an Interest Payment Date (or the Interest
Commencement Date) to (but excluding) the next (or first) Interest Payment Date.
If interest is required to be calculated for a period other than a Fixed Interest Period, such interest shall be
calculated by applying the Rate of Interest to each Specified Denomination, multiplying such sum by the
applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant
Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with
applicable market convention.
“sub-unit” means, with respect to any currency other than euro, the lowest amount of such currency that is
available as legal tender in the country of such currency and, with respect to euro, means one cent.
5. Redemption, Purchase and Options
(a)
Redemption by Instalments and Final Redemption
(i)
(ii)
Unless previously redeemed, purchased and cancelled as provided in this Condition 5 or unless the
relevant Instalment Date (being one of the dates so specified in the Final Terms or Prospectus) is
extended pursuant to any Issuer’s option (if Issuer Call is specified in the applicable Final Terms or
Prospectus) or Noteholder’s option (if Investor Put is specified in the applicable Final Terms or
Prospectus) in accordance with Condition 5(c) or (d), each Note that provides for Instalment Dates
and Instalment Amounts shall be partially redeemed on each Instalment Date at the related Instalment
Amount specified in the Final Terms or Prospectus. The outstanding principal amount of each such
Note shall be reduced by the Instalment Amount (or, if such Instalment Amount is calculated by
reference to a proportion of the principal amount of such Note, such proportion) for all purposes with
effect from the related Instalment Date, unless payment of the Instalment Amount is improperly
withheld or refused on presentation of the related Receipt, in which case, such amount shall remain
outstanding until the Relevant Date relating to such Instalment Amount.
Unless previously redeemed, purchased and cancelled as provided below or unless its maturity is
extended pursuant to any Issuer’s or Noteholder’s option in accordance with Condition 5(c) or (d),
each Note shall be finally redeemed on the Maturity Date specified in the Final Terms or Prospectus at
its Final Redemption Amount (which, unless otherwise provided in the Final Terms or Prospectus,
shall be equal to 100 per cent. of its nominal amount) or, in the case of a Note falling within paragraph
(i) above, its final Instalment Amount.
48

(b)
Early Redemption of Zero Coupon Notes
The Early Redemption Amount payable in respect of any Note that does not bear interest prior to the Maturity
Date, the Early Redemption Amount of which is not linked to an index and/or a formula, upon redemption of
such Note pursuant to Condition 5(c) or (d) or upon it becoming due and payable as provided in Condition 9
shall be the Amortised Face Amount (calculated as provided in Condition 5(e) below) of such Note.
(c)
Redemption at the option of the Issuer (Issuer Call)
If Issuer Call is specified in the applicable Final Terms or Prospectus, the Issuer may, having given:
(i) not less than 15 nor more than 30 days’ notice to the Noteholders in accordance with Condition 16;
and
(ii)
not less than 15 days before the giving of the notice referred to in (i), notice to the Agent,
(which notices shall be irrevocable and shall specify the date fixed for redemption), redeem all or some only of
the Notes then outstanding on any Optional Redemption Date and at the Optional Redemption Amount(s)
specified in, or determined in the manner specified in, the applicable Final Terms or Prospectus together, if
appropriate, with interest accrued to (but excluding) the relevant Optional Redemption Date. Any such
redemption must be of a nominal amount not less than the Minimum Redemption Amount and/or not more
than the Higher Redemption Amount in each case as may be specified in the applicable Final Terms or
Prospectus.
In the case of a partial redemption of Notes, the Notes to be redeemed (“Redeemed Notes”) will be selected
individually by lot, in the case of Redeemed Notes represented by definitive Notes, and in accordance with the
rules of Euroclear and/or Clearstream, Luxembourg (to be reflected in the records of Euroclear and
Clearstream, Luxembourg as either a pool factor or a reduction in nominal amount, at their discretion), in the
case of Redeemed Notes represented by a Global Note, not more than 30 days prior to the date fixed for
redemption (such date of selection being hereinafter called the “Selection Date”). In the case of Redeemed
Notes represented by definitive Notes, a list of the serial numbers of such Redeemed Notes will be published in
accordance with Condition 16 not less than 15 days prior to the date fixed for redemption. The aggregate
nominal amount of Redeemed Notes represented by definitive Notes shall bear the same proportion to the
aggregate nominal amount of all Redeemed Notes as the aggregate nominal amount of definitive Notes
outstanding bears to the aggregate nominal amount of the Notes outstanding, in each case on the Selection
Date, provided that such first mentioned nominal amount shall, if necessary, be rounded downwards to the
nearest integral multiple of the Specified Denomination, and the aggregate nominal amount of Redeemed
Notes represented by a Global Note shall be equal to the balance of the Redeemed Notes. No exchange of the
relevant Global Note will be permitted during the period from (and including) the Selection Date to (and
including) the date fixed for redemption pursuant to this paragraph (c) and notice to that effect shall be given
by the Issuer to the Noteholders in accordance with Condition 16 at least five days prior to the Selection Date.
(d)
Redemption at the option of the Noteholders (Investor Put)
If Investor Put is specified in the applicable Final Terms or Prospectus, upon the holder of any Note giving to
the Issuer in accordance with Condition 16 not less than 15 nor more than 30 days’ notice the Issuer will, upon
the expiry of such notice, redeem, subject to, and in accordance with, the terms specified in the applicable Final
Terms or Prospectus, in whole (but not in part), such Note on the Optional Redemption Date and at the
Optional Redemption Amount together, if appropriate, with interest accrued to (but excluding) the Optional
Redemption Date.
To exercise the right to require redemption of any of the Notes a holder must, if such Note is represented by a
Certificate (other than a Global Certificate) or is a Bearer Note in definitive form and held outside Euroclear,
Clearstream, Luxembourg and DTC, deliver, at the specified office of any Transfer Agent or Paying Agent at
any time during normal business hours of such Transfer Agent or Paying Agent falling within the notice period,
a duly completed and signed notice of exercise in the form (for the time being current) obtainable from the
49

specified office of any Transfer Agent (in the case of a Registered Note) or at the specified office of the Paying
Agent (in the case of a Bearer Note in definitive form (a “Put Notice”) and in which the holder must specify a
bank account (or, if payment is required to be made by cheque, an address) to which payment is to be made
under this Condition accompanied by the Certificate representing such Note or evidence satisfactory to the
Transfer Agent or Paying Agent, as the case may be, concerned that the Note (or Certificate representing such
Note) will, following delivery of the Put Notice, be held to its order or under its control. If any Note is
represented by a Global Note or is represented by a Certificate (other than a Global Certificate) and held
through Euroclear, Clearstream, Luxembourg or DTC, to exercise the right to require redemption of such Note
the Noteholder must, within the notice period, give notice to the Agent of such exercise in accordance with the
standard procedures of Euroclear, Clearstream, Luxembourg or DTC (which may include notice being given on
his instruction by Euroclear, Clearstream, Luxembourg or any Common Safekeeper (in the case of Notes in
NGN form) or any Common Depositary (in the case of Notes not in NGN form) for them or DTC or its
nominee to the Agent by electronic means) in a form acceptable to Euroclear, Clearstream, Luxembourg or
DTC, from time to time and, if such Note is represented by a Global Note, at the same time present or procure
the surrender of the relevant Global Note to the Transfer Agent.
Any Put Notice given by a holder of any Note pursuant to this paragraph shall be irrevocable except where
prior to the due date of redemption an Event of Default shall have occurred and be continuing in which event
such holder, at its option, may elect by notice to the Issuer to withdraw the notice given pursuant to this
paragraph and instead to declare such Note forthwith due and payable pursuant to Condition 9.
(e)
Early Redemption Amounts
For the purpose of paragraph (b) above, Condition 5(g)(iii)(B)(b) and Condition 9 (in the case of Index Linked
Redemption Notes), each Note will be redeemed at the Early Redemption Amount calculated as follows:
(i)
(ii)
(iii)
in the case of a Note with a Final Redemption Amount equal to the Issue Price, at the Final
Redemption Amount thereof;
in the case of a Note (other than a Zero Coupon Note but including an Instalment Note and a Partly
Paid Note) with a Final Redemption Amount which is or may be less or greater than the Issue Price or
which is payable in a Specified Currency other than that in which the Note is denominated, at the
amount specified in, or determined in the manner specified in, the applicable Final Terms or
Prospectus or, if no such amount or manner is so specified in the applicable Final Terms or
Prospectus, at its nominal amount;
in the case of a Zero Coupon Note, at an amount (the “Amortised Face Amount”) calculated in
accordance with the following formula:
Early Redemption Amount = RP × (1 + AY) y
where:
“RP” means the Reference Price; and
“AY” means the Accrual Yield expressed as a decimal; and
“y” is a fraction the numerator of which is equal to the number of days (calculated on the basis of
a 360-day year consisting of 12 months of 30 days each) from (and including) the Issue Date
of the first Tranche of the Notes to (but excluding) the date fixed for redemption or (as the
case may be) the date upon which such Note becomes due and repayable and the
denominator of which is 360,
or on such other calculation basis as may be specified in the applicable Final Terms or Prospectus; or
(iv)
in the case of an Index Linked Interest Note or an Index Linked Redemption Note, the Early
Redemption Amount in respect of each Calculation Amount will be determined by reference to the
provisions in the applicable Final Terms or Prospectus.
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(f)
Partly Paid Notes
Partly Paid Notes will be redeemed, whether at maturity, early redemption or otherwise, in accordance with the
provisions of this Condition and the applicable Final Terms or Prospectus.
(g)
Index Linked Redemption Notes
(i)
(ii)
Unless previously redeemed or purchased and cancelled as specified below, each nominal amount (the
“Specified Amount”) of the Index Linked Redemption Notes equal to the Calculation Amount set out
in the applicable Final Terms or Prospectus will be redeemed by the Issuer by payment of the
Redemption Amount (as defined below) on the Maturity Date.
For the purposes of this Condition 5(g):
“Disrupted Day” means any Scheduled Trading Day on which a relevant Exchange or any Related
Exchange fails to open for trading during its regular trading session or on which a Market Disruption
Event has occurred.
“Exchange” means, in relation to an Index, each exchange or quotation system specified as such for
such Index in the applicable Final Terms or Prospectus, any successor to such exchange or quotation
system or any substitute exchange or quotation system to which trading in the securities/commodities
comprising such Index has temporarily relocated (provided that the Calculation Agent has determined
that there is comparable liquidity relative to the securities/commodities comprising such Index on such
temporary substitute exchange or quotation system as on the original Exchange).
“Exchange Business Day” means any Scheduled Trading Day on which each Exchange and each
Related Exchange are open for trading during their respective regular trading sessions,
notwithstanding any such Relevant Exchange or Related Exchange closing prior to its Scheduled
Closing Time.
“Indices” and “Index” mean, subject to adjustment in accordance with Condition 5(g)(iii), the indices
or index specified in the applicable Final Terms or Prospectus and related expressions shall be
construed accordingly.
“Index Sponsor” means, in relation to an Index, the corporation or other entity that (a) is responsible
for setting and reviewing the rules and procedures and the methods of calculation and adjustments, if
any, related to such Index and (b) announces (directly or through an agent) the level of such Index on
a regular basis during each Scheduled Trading Day, which as of the Issue Date is the index sponsor
specified for such Index in the applicable Final Terms or Prospectus.
“Market Disruption Event” means, in respect of an Index:
(a)
the occurrence or existence at any time during the one hour period that ends at the relevant
Valuation Time of:
(i)
any suspension of or limitation imposed on trading by the relevant Exchange or
Related Exchange or otherwise and whether by reason of movements in price
exceeding limits permitted by the relevant Exchange or Related Exchange or
otherwise:
(A)
(B)
on any relevant Exchange(s) relating to securities/commodities that
comprise 20 per cent. or more of the level of the relevant Index; or
in futures or options contracts relating to the relevant Index on any relevant
Related Exchange; or
(ii)
any event (other than an event described in (B) below) that disrupts or impairs (as
51

determined by the Calculation Agent) the ability of market participants in general
(A) to effect transactions in, or obtain market values for, on any relevant
Exchange(s) securities/commodities that comprise 20 per cent. or more of the level
of the relevant Index, or (B) to effect transactions in, or obtain market values for,
futures or options contracts relating to the relevant Index on any relevant Related
Exchange,
which in either case the Calculation Agent determines is material; or
(b)
the closure on any Exchange Business Day of any relevant Exchange(s) relating to
securities/commodities that comprise 20 per cent. or more of the level of the relevant Index
or any Related Exchange(s) prior to its Scheduled Closing Time unless such earlier closing
time is announced by such Exchange(s) or such Related Exchange(s), as the case may be, at
least one hour prior to the earlier of (A) the actual closing time for the regular trading session
on such Exchange(s) or such Related Exchange(s) on such Exchange Business Day or, if
earlier, (B) the submission deadline for orders to be entered into the Exchange or Related
Exchange system for execution at the Valuation Time on such Exchange Business Day.
For the purposes of determining whether a Market Disruption Event in respect of an Index exists at
any time, if a Market Disruption Event occurs in respect of a security/commodity included in the
Index at any time, then the relevant percentage contribution of that security/commodity to the level of
the Index shall be based on a comparison of (i) the portion of the level of the Index attributable to that
security/commodity and (ii) the overall level of the Index, in each case immediately before the
occurrence of such Market Disruption Event.
“Redemption Amount” means the Redemption Amount specified in the applicable Final Terms or
Prospectus or, if no such amount is specified in the applicable Final Terms or Prospectus, an amount
equal to:
(A)
in the case of a Call Index Linked Redemption Note,
Reference Price x Specified Amount; or
Strike Price
(B)
in the case of a Put Index Linked Redemption Note,
Strike Price x Specified Amount,
Reference Price
provided always that the Redemption Amount shall in no event be less than zero. The Redemption
Amount will be rounded to the nearest two decimal places (or, in the case of Japanese Yen, the nearest
whole unit) in the Specified Currency, 0.005 (or, in the case of Japanese Yen, half of one unit) being
rounded upwards.
“Reference Price” means:
(A)
(B)
where the Notes are specified in the applicable Final Terms or Prospectus to relate to a single
Index, an amount (which shall be deemed to be an amount of the Specified Currency) equal
to the official closing level of the Index as determined by the Calculation Agent (or if a
Valuation Time other than the Scheduled Closing Time is specified in the applicable Final
Terms or Prospectus, the level of the Index determined by the Calculation Agent at such
Valuation Time) on the Valuation Date (as defined below), without regard to any
subsequently published correction; and
where the Notes are specified in the applicable Final Terms or Prospectus to relate to a
Basket of Indices, an amount (which shall be deemed to be an amount of the Specified
52

Currency) equal to the sum of the values calculated for each Index as the official closing
level of each Index as determined by the Calculation Agent (or if a Valuation Time other
than the Scheduled Closing Time is specified in the applicable Final Terms or Prospectus, the
level of each Index determined by the Calculation Agent at such Valuation Time) on the
Valuation Date, without regard to any subsequently published correction, multiplied by the
relevant Multiplier specified in the applicable Final Terms or Prospectus.
“Related Exchange” means, in relation to an Index, each exchange or quotation system specified as
such for such Index in the applicable Final Terms or Prospectus, any successor to such exchange or
quotation system or any substitute exchange or quotation system to which trading in futures or options
contracts relating to such Index has temporarily relocated (provided that the Calculation Agent has
determined that there is comparable liquidity relative to the futures or options contracts relating to
such Index on such temporary substitute exchange or quotation system as on the original Related
Exchange), provided that where “All Exchanges” is specified as the Related Exchange in the
applicable Final Terms or Prospectus, “Related Exchange” shall mean each exchange or quotation
system where trading has a material effect (as determined by the Calculation Agent) on the overall
market for futures or options contracts relating to such Index.
“Scheduled Closing Time” means, in respect of an Exchange or Related Exchange and a Scheduled
Trading Day, the scheduled weekday closing time of such Exchange or Related Exchange on such
Scheduled Trading Day, without regard to after hours or any other trading outside of the regular
trading session hours.
“Scheduled Trading Day” means any day on which each Exchange and each Related Exchange are
scheduled to be open for trading for their respective regular trading sessions.
“Scheduled Valuation Date” means any original date that, but for the occurrence of an event causing
a Disrupted Day, would have been a Valuation Date.
“Valuation Date” means the date specified as such in the applicable Final Terms or Prospectus or, if
such date is not a Scheduled Trading Day, the next following Scheduled Trading Day unless
Disrupted Day is specified as applying in the applicable Final Terms or Prospectus and, in the opinion
of the Calculation Agent, such day is a Disrupted Day. If such day is a Disruption Day then:
(A)
(B)
where the Notes are specified in the applicable Final Terms or Prospectus to relate to a single
Index, the Valuation Date shall be the first succeeding Scheduled Trading Day that is not a
Disrupted Day, unless each of the eight Scheduled Trading Days immediately following the
Scheduled Valuation Date is a Disrupted Day. In that case (i) the eighth Scheduled Trading
Day shall be deemed to be the Valuation Date, notwithstanding the fact that such day is a
Disrupted Day, and (ii) the Calculation Agent shall determine the Reference Price in the
manner set out in the applicable Final Terms or Prospectus or, if not set out or not
practicable, determine the Reference Price by determining the level of the Index as of the
Valuation Time on that eighth Scheduled Trading Day in accordance with the formula for
and method of calculating the Index last in effect prior to the occurrence of the first
Disrupted Day using the Relevant Exchange traded or quoted price as of the Valuation Time
on that eighth Scheduled Trading Day of each security/commodity comprised in the Index
(or, if an event giving rise to a Disrupted Day has occurred in respect of the relevant
security/commodity on that eighth Scheduled Trading Day, its good faith estimate of the
value for the relevant security/commodity as of the Valuation Time on that eighth Scheduled
Trading Day); or
where the Notes are specified in the applicable Final Terms or Prospectus to relate to a
Basket of Indices, the Valuation Date for each Index not affected by the occurrence of a
Disrupted Day shall be the Scheduled Valuation Date, and the Valuation Date for each Index
affected by the occurrence of a Disrupted Day (each an “Affected Index”) shall be the first
succeeding Scheduled Trading Day that is not a Disrupted Day relating to the Affected Index,
53

unless each of the eight Scheduled Trading Days immediately following the Scheduled
Valuation Date is a Disrupted Day relating to the Affected Index. In that case (i) that eighth
Scheduled Trading Day shall be deemed to be the Valuation Date for the Affected Index,
notwithstanding the fact that such day is a Disrupted Day, and (ii) the Calculation Agent shall
determine the Reference Price using, in relation to the Affected Index, the level of that Index
determined in the manner set out in the applicable Final Terms or Prospectus or, if not set out
or if not practicable, using the level of that Index as of the Valuation Time on that eighth
Scheduled Trading Day in accordance with the formula for and method of calculating that
Index last in effect prior to the occurrence of the first Disrupted Day using the Exchange
traded or quoted price as of the Valuation Time on that eighth Scheduled Trading Day of
each security/commodity comprised in that Index (or, if an event giving rise to a Disrupted
Day has occurred in respect of the relevant security/commodity on that eighth Scheduled
Trading Day, its good faith estimate of the value for the relevant security/commodity as of
the Valuation Time on that eighth Scheduled Trading Day).
“Valuation Time” means the Valuation Time specified in the applicable Final Terms or Prospectus
or, if no Valuation Time is specified, the Scheduled Closing Time on the relevant Exchange on the
Valuation Date in relation to each Index to be valued. If the relevant Exchange closes prior to its
Scheduled Closing Time and the specified Valuation Time is after the actual closing time for its
regular trading session, then the Valuation Time shall be such actual closing time.
(iii)
Adjustments to an Index:
(A)
Successor Index Sponsor Calculates and Reports an Index
If a relevant Index is (i) not calculated and announced by the Index Sponsor but is calculated and
announced by a successor sponsor acceptable to the Calculation Agent or (ii) replaced by a successor
index using, in the determination of the Calculation Agent, the same or a substantially similar formula
for and method of calculation as used in the calculation of that Index, then, in each case that index (the
“Successor Index”) will be deemed to be the Index.
(B)
Modification and Cessation of Calculation of an Index
If (i) on or prior to the Valuation Date the relevant Index Sponsor makes or announces that it will
make a material change in the formula for or the method of calculating a relevant Index or in any other
way materially modifies that Index (other than a modification prescribed in that formula or method to
maintain that Index in the event of changes in constituent stock and capitalisation, contracts or
commodities and other routine events) (an “Index Modification”) or permanently cancels the Index
and no Successor Index exists (an “Index Cancellation”), or (ii) on the Valuation Date the Index
Sponsor or (if applicable) the successor Index Sponsor fails to calculate and announce a relevant Index
(an “Index Disruption” and, together with an Index Modification and an Index Cancellation, each an
“Index Adjustment Event”), then:
(a)
(b)
the Calculation Agent shall determine if such Index Adjustment Event has a material effect
on the Notes and, if so, shall calculate the Reference Price using, in lieu of a published level
for that Index, the level for that Index as at the Valuation Time on the Valuation Date as
determined by the Calculation Agent in accordance with the formula for and method of
calculating that Index last in effect prior to the change, failure or cancellation, but using only
those securities/commodities that comprised that Index immediately prior to that Index
Adjustment Event; or
on giving notice to the Noteholders in accordance with Condition 16, redeem all, but not
some only, of the Notes, each nominal amount of Notes equal to the Specified Denomination
being redeemed at the Early Redemption Amount.
54

(C)
Notice
Upon the occurrence of an Index Adjustment Event, the Calculation Agent shall give notice as soon as
practicable to Noteholders in accordance with Condition 16 giving details of the action proposed to be taken in
relation thereto.
(h)
Credit Linked Notes and Equity Linked Notes
Provisions relating to the redemption of Credit Linked Notes or Equity Linked Notes will be set out in the
applicable Final Terms or Prospectus.
(i)
Purchases
The Issuer or any subsidiary of the Issuer may at any time purchase Notes at any price in the open market or
otherwise, provided that Notes represented by a Permanent Global Note may be purchased only by the Issuer or
any of its subsidiaries if they are purchased together with the rights to receive all future payments of interest
and Instalment Amounts (if any) thereon. If purchases are made by tender, tenders must be available to all
Noteholders alike. Such Notes may be held, reissued, resold or, at the option of the Issuer, surrendered to any
Transfer Agent for cancellation.
(j)
Cancellation
All Notes which are redeemed will forthwith be cancelled. All Notes so cancelled and any Notes purchased
and cancelled pursuant to paragraph (i) above shall be forwarded to the Registrar and cannot be reissued or
resold.
(k)
Late payment on Zero Coupon Notes
If the amount payable in respect of any Zero Coupon Note upon redemption of such Zero Coupon Note
pursuant to paragraph 5(b), 5(c) or 5(d) above or upon its becoming due and repayable as provided in
Condition 9 is improperly withheld or refused, the amount due and repayable in respect of such Zero Coupon
Note shall be the amount calculated as provided in paragraph 5(f)(iii) above as though the references therein to
the date fixed for the redemption or the date upon which such Zero Coupon Note becomes due and payable
were replaced by references to the date which is the earlier of:
(i)
(ii)
the date on which all amounts due in respect of such Zero Coupon Note have been paid; and
five days after the date on which the full amount of the moneys payable in respect of such Zero
Coupon Notes has been received by the Agent and notice to that effect has been given to the
Noteholders in accordance with Condition 16.
6. Payments and Talons
(a)
Bearer Notes, Receipts and Coupons
Payments of principal and interest in respect of Bearer Notes that have not been exchanged shall, subject as
mentioned below, be made against presentation and surrender of the relevant Receipts (in the case of payments
of Instalment Amounts other than on the due date for redemption and provided that the Receipt is presented for
payment together with its relative Note), Notes (in the case of all other payments of principal and, in the case of
interest, as specified in Condition 6(h)(vi)) or Coupons (in the case of interest, save as specified in Condition
6(h)(vi)), as the case may be, at the specified office of any Paying Agent outside the United States of America
(including the States and the District of Columbia) its territories, its possessions and any other areas subject to
its discretion (the “United States”) by a cheque payable in the currency in which such payment is due drawn
on, or, at the option of the holder, by transfer to an account denominated in that currency with, a bank in the
Principal Financial Centre for that currency; provided, however, that (i) in the case of euro, the transfer may be
to, or the cheque drawn on, a euro account (or any other account to which euro may be credited or transferred),
55

specified by the payee, (ii) in the case of Japanese yen, the transfer may be to a non-resident Japanese yen
account with a foreign exchange bank, and (iii) payment will not be made either by mail to an address in the
United States or by transfer to an account maintained in the United States.
(b)
Registered Notes
Interest on Notes represented by Certificates shall be paid to the person shown on the Register at the close of
business on the fifteenth day before the due date for payment thereof (the “Record Date”).
Payments of principal in respect of Notes represented by Certificates will (subject as provided below) be made
in the manner provided in the first sentence of this paragraph (b) only against surrender of the relevant
Certificate at the specified office of any Transfer Agent.
Payments of instalments of principal (if any) in respect of Notes represented by Certificates, other than the final
instalment, will (subject as provided below) be made in the manner provided in the first sentence of this
paragraph (b). Payment of the final instalment will be made in the manner provided in the first sentence of this
paragraph (b) only against surrender of the relevant Certificate in accordance with the preceding paragraph.
(c)
Payments in the United States
Notwithstanding the foregoing, if any Bearer Notes are denominated in U.S. dollars, payments in respect
thereof may be made at the specified office of any Paying Agent in New York City in the same manner as
aforesaid if (i) the Issuer shall have appointed Paying Agents with specified offices outside the United States
with the reasonable expectation that such Paying Agents would be able to make payment of the amounts on the
Notes in the manner provided above when due, (ii) payment in full of such amounts at all such offices is illegal
or effectively precluded by exchange controls or other similar restrictions on payment or receipt of such
amounts and (iii) such payment is then permitted by United States law.
(d)
Conversion, Substitution or Redenomination of Currency
Unless otherwise specified in the applicable Final Terms or Prospectus, in the event that the relevant currency
(the “national currency unit”) for payment of the Notes and/or any Receipts or Coupons is converted into, or
there is substituted for the national currency unit, another currency (the “new currency”) pursuant to law
having general and direct applicability in the country of the national currency unit (including, for the avoidance
of doubt, European Community laws) (“Relevant Law”), any amount payable in respect of the Notes and/or
any Receipts or Coupons shall, subject to the following sentence, be made in the new currency at the
conversion rate prescribed by Relevant Law at the time of such payment. If any such substitution or conversion
occurs and, pursuant to Relevant Law, payments to be made under legal instruments stipulating the use of or
denomination in a national currency unit may be performed in such country in either the national currency unit
or in the new currency, the Issuer shall be entitled, at its option, to pay any amount payable in respect of the
Notes and/or any Receipts or Coupons either in the national currency unit or in the new currency at the
conversion rate prescribed by Relevant Law at the time of such payment. The occurrence or non-occurrence of
a currency conversion, replacement or introduction of a type described in this paragraph or any payment in a
new currency in accordance with the terms of this provision shall not (i) constitute a default of the Issuer’s
obligations under the Notes and/or any Receipts or Coupons, (ii) require any consent of any party or be deemed
to be a modification or amendment of the terms or provisions of the Notes and/or any Receipts or Coupons by
the Issuer requiring any such consent, (iii) entitle the Issuer to avoid its obligations under the Notes and/or any
receipts or Coupons or (iv) entitle the Issuer or any holder of a Note and/or any Receipt or Coupon to rescission
of the purchase and sale thereof or to reformation of any of the terms or provisions thereof on the grounds of
impossibility or impracticability of performance, frustration of purpose or otherwise. Further, in the event of an
official redenomination with respect to the national currency unit for payment of the relevant Notes and/or any
Receipts or Coupons by the government of the country of the national currency unit, the obligations of the
Issuer with respect to payment on the Notes and/or any Receipts or Coupons in such redenominated currency
shall, in all cases, be adjusted to equal an amount of redenominated currency thereafter representing the amount
of such obligations in the national currency unit immediately before such redenomination. Any payment made
in accordance with the foregoing shall be a complete discharge of the Issuer’s payment obligations in respect of
56

the amount of the national currency unit which has been paid in the new currency or in the new denomination.
The Agent will give prompt notice to the holders of the Notes of any such redenomination, conversion or
replacement in accordance with Condition 16.
(e)
Impositions of Exchange Controls
If the Issuer, after consultation with the Agent, reasonably determines that a payment on the Notes, Receipts or
Coupons cannot be made in the Specified Currency due to restrictions imposed by the government of such
currency or any agency or instrumentality thereof or any monetary authority in such country (other than as
contemplated in the preceding paragraph (d)), such payment will be made outside the United States in U.S.
dollars by a cheque drawn on, or by credit or transfer to an account maintained by the holder with a bank
located outside the United States. The Agent shall give prompt notice to the holders of the Notes if such a
determination is made. The amount of U.S. dollars to be paid with respect to any such payment shall be the
amount of U.S. dollars that could be purchased by the Agent with the amount of the Specified Currency
payable on the date the payment is due, at the rate for sale in financial transactions of U.S. dollars (for delivery
in the Principal Financial Centre of the Specified Currency two Business Days later) quoted by such bank at
10:00 a.m. local time in the principal financial centre of the Specified Currency, on the second Business Day
prior to the date the payment is due.
(f)
Payments Subject to Fiscal Laws
All payments are subject in all cases to any applicable fiscal or other laws, regulations and directives. No
commission or expenses shall be charged to the Noteholders or Couponholders in respect of such payments.
(g)
Appointment of Agents
The Agent, the Paying Agents, the Registrar, the Transfer Agents, the Exchange Agent and the Calculation
Agent currently appointed under the Programme and their respective specified offices are listed below. The
Agent, the Paying Agents, the Registrar, the Transfer Agents, the Exchange Agent and the Calculation Agent
act solely as agents of the Issuer and do not assume any obligation or relationship of agency or trust for or with
the holder of any Note, Coupon or Receipt. The Issuer reserves the right at any time to vary or terminate the
appointment of the Agent, any other Paying Agent, the Registrar, the Exchange Agent, any Transfer Agent or
the Calculation Agent and to appoint additional or other Paying Agents or Transfer Agents, provided that the
Issuer shall at all times maintain (i) an Agent, (ii) a Registrar (so long as there are Registered Notes
outstanding), (iii) a Transfer Agent (so long as there are Registered Notes outstanding), (iv) Paying Agents
having specified offices in at least two major European cities, including London, so long as the Notes are
admitted to trading on the Irish Stock Exchange, (v) such other agents in such city as may be required by the
rules of any other Stock Exchange on which the Notes may be listed and (vi) a Paying Agent with a specified
office in a European Union member state that will not be obliged to withhold or deduct tax pursuant to the
European Council Directive 2003/48/EC on the taxation of savings income or any law implementing or
complying with, or introduced in order to conform to, such Directive.
In addition, the Issuer shall forthwith appoint a Paying Agent in New York City in respect of any Bearer Notes
denominated in U.S. dollars in the circumstances described in paragraph (c) above.
Notice of any such change or any change of any specified office shall promptly be given to the Noteholders in
accordance with Condition 16.
(h)
Unmatured Coupons and Receipts and Unexchanged Talons
(i)
Upon the due date for redemption of any Bearer Note which comprises a Fixed Rate Note (other than
a Dual Currency Note or an Index Linked Note) such Note should be surrendered for payment
together with all unmatured Coupons (if any) appertaining thereto, failing which an amount equal to
the face value of each missing unmatured Coupon (or, in the case of payment not being made in full,
that proportion of the amount of such missing unmatured Coupon that the sum of principal so paid
bears to the total principal due) shall be deducted from the Final Redemption Amount, Early
57

Redemption Amount or Optional Redemption Amount, as the case may be, due for payment. Any
amount so deducted shall be paid in the manner mentioned above against surrender of such missing
Coupon within a period of 10 years from the Relevant Date for the payment of such principal (whether
or not such Coupon has become void pursuant to Condition 8).
(ii)
(iii)
(iv)
(v)
(vi)
Upon the due date for redemption of any definitive Bearer Note comprising a Floating Rate Note, a
Dual Currency Note or an Index Linked Note, Index Linked Redemption Note, Credit Linked Note,
Equity Linked Note or Long Maturity Note, unmatured Coupons relating to such Note (whether or not
attached) shall become void and no payment shall be made in respect of them. A “Long Maturity
Note” is a Fixed Rate Note (other than a Fixed Rate Note which on issue had a Talon attached) whose
nominal amount on issue is less than the aggregate interest payable thereon provided that such Note
shall cease to be a Long Maturity Note on the Interest Payment Date on which the aggregate amount
of interest remaining to be paid after that date is less than the nominal amount of such Note.
Upon the due date for redemption of any Bearer Note, any unexchanged Talon relating to such Note
(whether or not attached) shall become void and no Coupon shall be delivered in respect of such
Talon.
Upon the due date for redemption of any Bearer Note that is redeemable in instalments, all Receipts
relating to such Note having an Instalment Date falling on or after such due date (whether or not
attached) shall become void and no payment shall be made in respect of them.
Where any Bearer Note that provides that the relative unmatured Coupons are to become void upon
the due date for redemption of those Notes is presented for redemption without all unmatured
Coupons and any unexchanged Talon relating to it, and where any Bearer Note is presented for
redemption without any unexchanged Talon relating to it, redemption shall be made only against the
provision of such indemnity as the Issuer may require.
If the due date for redemption of any Note is not a due date for payment of interest, interest accrued
from the preceding due date for payment of interest or the Interest Commencement Date, as the case
may be, shall only be payable against presentation (and surrender if appropriate) of the relevant Bearer
Note or Certificate representing it, as the case may be. Interest accrued on a Zero Coupon Note in
accordance with Condition 5(k) shall be payable on redemption of such Note against presentation of
the relevant Note or Certificate representing it, as the case may be.
(i)
Talons
On or after the Interest Payment Date for the final Coupon forming part of a Coupon sheet issued in respect of
any Bearer Note, the Talon forming part of such Coupon sheet may be surrendered at the specified office of the
Agent in exchange for a further Coupon sheet (and if necessary another Talon for a further Coupon sheet) (but
excluding any Coupons that may have become void pursuant to Condition 8).
(j)
Payment Day
If the date for payment of any amount in respect of any Note is not a Payment Day, the holder thereof shall not
be entitled to payment until the next following Payment Day in the relevant place and shall not be entitled to
further interest or other payment in respect of such delay. For these purposes, “Payment Day” means any day
which (subject to Condition 8) is:
(i)
a day on which commercial banks and foreign exchange markets settle payments and are open for
general business (including dealing in foreign exchange and foreign currency deposits) in:
(A)
(B)
the relevant place of payment;
London;
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(C)
any Additional Financial Centre specified in the applicable Final Terms or Prospectus; and
either (1) in relation to any sum payable in a Specified Currency other than euro, a day on
which commercial banks and foreign exchange markets settle payments and are open for
general business (including dealing in foreign exchange and foreign currency deposits) in the
principal financial centre of the country of the relevant Specified Currency (if other than the
place of payment, London and any Additional Financial Centre and which if the Specified
Currency is Australian dollars or New Zealand dollars shall be Sydney or Auckland,
respectively) or (2) in relation to any sum payable in euro, a day on which the TARGET2
System is open.
(k)
Interpretation of principal and interest
Any reference in these Terms and Conditions to principal in respect of the Notes shall be deemed to include, as
applicable: the Final Redemption Amount of the Notes; the Early Redemption Amount of the Notes; the
Optional Redemption Amount(s) (if any) of the Notes; in relation to Notes redeemable in instalments, the
Instalment Amounts in relation to Zero Coupon Notes, the Amortised Face Amount (as defined in Condition
5(e)); and any premium and any other amounts (other than interest) which may be payable by the Issuer under
or in respect of the Notes.
(l)
Physical Delivery
If any Notes are to be redeemed by delivery of the Asset Amount, in order to obtain delivery of the Asset
Amount(s) in respect of any Note:
(A)
(B)
(C)
if such Note is represented by a Global Note, the relevant Noteholder must deliver to Euroclear,
Clearstream, Luxembourg or DTC (as applicable), with a copy to the Issuer not later than the close of
business in each place of reception on the Cut-Off Date, a duly completed Asset Transfer Notice
substantially in the form set out in the Agency Agreement (the “Asset Transfer Notice”);
if such Note is represented by a Certificate (other than a Global Certificate), the relevant Noteholder
must deliver to any Transfer Agent, with a copy to the Issuer not later than the close of business in
each place of reception on the Cut-Off Date, a duly completed Asset Transfer Notice; and
if such Note is in definitive form, the relevant Noteholder must deliver to any Paying Agent, with a
copy to the Issuer not later than the close of business in each place of reception on the Cut-Off Date, a
duly completed Asset Transfer Notice.
Forms of the Asset Transfer Notice may be obtained during normal business hours from the Specified Office of
any Transfer Agent.
An Asset Transfer Notice may only be delivered (i) if such Note is represented by a Global Note, in such
manner as is acceptable to Euroclear, Clearstream, Luxembourg or DTC, as the case may be, which is expected
to be by tested telex or (ii) if such Note is represented by a Certificate (other than a Global Certificate) or is a
Bearer Note in definitive form, in writing or by tested telex.
The delivery of the Asset Amount shall be made in the manner specified in the applicable Final Terms or
Prospectus or in such other commercially reasonable manner as the Issuer shall, in its sole discretion, determine
to be appropriate for such delivery and shall notify to the Noteholders in accordance with Condition 16.
All expenses including any applicable depositary charges, transaction or exercise charges, stamp duty, stamp
duty reserve tax and/or other taxes or duties (together “Delivery Expenses”) arising from the delivery and/or
transfer of any Asset Amount shall be for the account of the relevant Noteholder and no delivery and/or transfer
of any Asset Amount shall be made until all Delivery Expenses have been paid to the satisfaction of the Issuer
by the relevant Noteholder.
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An Asset Transfer Notice must:
(1) specify the name and address of the relevant Noteholder, any details required for delivery as set out in
the applicable Final Terms or Prospectus and the person from whom the Issuer may obtain details for
the delivery of the Asset Amount if such delivery is to be made otherwise than in the manner specified
in the applicable Final Terms or Prospectus;
(2) in the case of Notes represented by a Global Note, specify the nominal amount of Notes which are the
subject of such notice and the number of the Noteholder’s account at Euroclear, Clearstream,
Luxembourg or DTC, as the case may be, to be debited with such Notes and irrevocably instruct and
authorise Euroclear, Clearstream, Luxembourg or DTC, as the case may be, to debit the relevant
Noteholder’s account with such Notes on or before the Maturity Date;
(3) include an undertaking to pay all Delivery Expenses and, in the case of Notes represented by a Global
Note, an authority to debit a specified account of the Noteholder at Euroclear, Clearstream,
Luxembourg or DTC, as the case may be, in respect thereof and to pay such Delivery Expenses;
(4) specify an account to which any interest, dividends or other distributions payable pursuant to
Condition 6(k) or any other cash amounts specified in the applicable Final Terms or Prospectus as
being payable are to be paid; and
(5) authorise the production of such notice in any applicable administrative or legal proceedings.
No Asset Transfer Notice may be withdrawn after receipt thereof by Euroclear, Clearstream, Luxembourg,
DTC or a Transfer Agent or Paying Agent, as the case may be, as provided above. After delivery of an Asset
Transfer Notice, the relevant Noteholder may not transfer the Notes which are the subject of such notice.
In the case of Notes represented by a Global Note, upon receipt of such notice, Euroclear, Clearstream,
Luxembourg or DTC, as the case may be, shall verify that the person specified therein as the Noteholder is the
holder of the specified nominal amount of Notes according to its books.
Failure properly to complete and deliver an Asset Transfer Notice may result in such notice being treated as
null and void. Any determination as to whether such notice has been properly completed and delivered as
provided in these Terms and Conditions shall be made, in the case of Notes represented by a Global Note, by
Euroclear, Clearstream, Luxembourg or DTC, as the case may be, after consultation with the Issuer, and shall
be conclusive and binding on the Issuer and the relevant Noteholder; in the case of Notes represented by a
Certificate (other than a Global Certificate), by the relevant Transfer Agent after consultation with the Issuer,
and shall be conclusive and binding on the Issuer and the relevant Noteholder; and, in the case of Notes in
definitive form, by the relevant Paying Agent after consultation with the Issuer. Such determinations will, in
each case, be conclusive and binding on the relevant Noteholder.
Subject as provided in this Condition, in relation to each Note which is to be redeemed by delivery of the Asset
Amount, the Asset Amount will be delivered at the risk of the relevant Noteholder, in the manner provided
above on the Maturity Date (such date, subject to adjustment in accordance with this Condition the “Delivery
Date”), provided that the Asset Transfer Notice is duly delivered to Euroclear, Clearstream, Luxembourg, DTC
or a Transfer Agent, as the case may be, with a copy to the Issuer, as provided above, not later than the close of
business in each place of receipt on the Cut-Off Date.
If an Asset Transfer Notice is delivered to Euroclear, Clearstream, Luxembourg, DTC or a Transfer Agent, as
the case may be, with a copy to the Issuer, later than the close of business in each place of receipt on the Cut-
Off Date, then the Asset Amount will be delivered as soon as practicable after the Maturity Date (in which
case, such date of delivery shall be the Delivery Date) at the risk of such Noteholder in the manner provided
above. For the avoidance of doubt, in such circumstances such Noteholder shall not be entitled to any
payment, whether of interest or otherwise, in the event of such Delivery Date falling after the originally
designated Delivery Date and no liability in respect thereof shall attach to the Issuer.
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If, prior to the delivery of the Asset Amount in accordance with this Condition, a Settlement Disruption Event
is subsisting, then the Delivery Date in respect of such Note shall be postponed until the date on which no
Settlement Disruption Event is subsisting and notice thereof shall be given to the relevant Noteholder, in
accordance with Condition 16. Such Noteholder shall not be entitled to any payment, whether of interest or
otherwise, on such Note in the event of any delay in the delivery of the Asset Amount pursuant to this
paragraph and no liability in respect thereof shall attach to the Issuer.
For so long as delivery of the Asset Amount in respect of any Note is not practicable by reason of a Settlement
Disruption Event, then in lieu of physical settlement and notwithstanding any other provision hereof, the Issuer
may elect in its sole discretion to satisfy its obligations in respect of the relevant Note by payment to the
relevant Noteholder of the Disruption Cash Settlement Price not later than on the third Business Day following
the date that the notice of such election (the “Election Notice”) is given to the Noteholders in accordance with
Condition 16. Payment of the Disruption Cash Settlement Price will be made in such manner as shall be
notified to the Noteholders in accordance with Condition 16.
For such period of time after the Maturity Date as the Issuer or any person on behalf of the Issuer shall continue
to be the legal owner of the securities comprising the Asset Amount (the “Intervening Period”), neither the
Issuer nor any other such person shall (i) be under any obligation to deliver or procure delivery to the relevant
Noteholder or any subsequent beneficial owner of such Note any letter, certificate, notice, circular or any other
document or payment whatsoever received by that person in its capacity as the holder of such Note, (ii) be
under any obligation to exercise or procure exercise of any or all rights (including voting rights) attaching to
such Note during the Intervening Period or (iii) be under any liability to the relevant Noteholder, or any
subsequent beneficial owner of such Note in respect of any loss or damage which the relevant Noteholder, or
subsequent beneficial owner may sustain or suffer as a result, whether directly or indirectly, of that person
being the legal owner of such Notes during such Intervening Period.
Where the Asset Amount is, in the determination of the Issuer, an amount other than an amount of relevant
Assets capable of being delivered, the Noteholders will receive an Asset Amount comprising of the nearest
number (rounded down) of relevant Assets capable of being delivered by the Issuer (taking into account that a
Noteholder’s entire holding may be aggregated at the Issuer’s discretion for the purpose of delivering the Asset
Amounts), and an amount in the Specified Currency which shall be the value of the amount of the relevant
Assets so rounded down, as calculated by the Calculation Agent in its sole discretion from such source(s) as it
may select (converted if necessary into the Specified Currency by reference to such exchange rate as the
Calculation Agent deems appropriate). Payment will be made in such manner as shall be notified to the
Noteholders in accordance with Condition 16.
For the purposes of this Condition 6(k):
“Disruption Cash Settlement Price” means an amount equal to the fair market value of the relevant Note (but
not taking into account any interest accrued on such Note as such interest shall be paid pursuant to Conditions 4
and 6) on such day as shall be selected by the Issuer in its sole and absolute discretion provided that such day is
not more than 15 days before the date that the Election Notice is given as provided above adjusted to take
account fully for any losses, expenses and costs to the Issuer and/or any affiliate of the Issuer of unwinding or
adjusting any underlying or related hedging arrangements (including but not limited to any options or selling or
otherwise realising any relevant Asset or other instruments of any type whatsoever which the Issuer and/or any
of its affiliates may hold as part of such hedging arrangements), all as calculated by the Calculation Agent in its
sole and absolute discretion; and
“Settlement Disruption Event” means an event beyond the control of the Issuer as a result of which, in the
opinion of the Calculation Agent, delivery of the Asset Amount by or on behalf of the Issuer, in accordance
with these Terms and Conditions and/or the applicable Final Terms or Prospectus is not practicable.
7. Taxation
All payments of principal and interest on the Notes, Receipts or Coupons will be made without deduction or
withholding for or on account of any present or future tax, assessment or other governmental charge, of
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whatever nature, imposed or levied by or within the United States or by or within any political subdivision or
taxing authority thereof or therein, except as required by law. In this event the Issuer shall make the relevant
payment net of such deduction or withholding so required and shall not be obliged to pay any additional
amounts in respect of such deduction or withholding.
8. Prescription
Claims against the Issuer for payment in respect of the Notes, Receipts and Coupons (which, for this purpose,
shall not include Talons) shall be prescribed and become void unless made within 10 years (in the case of
principal) or five years (in the case of interest) from the appropriate Relevant Date in respect of them.
As used in these Conditions, the term “Relevant Date” in respect of any Note, Receipt or Coupon means the
date on which payment in respect of it first becomes due or (if any amount of the money payable is improperly
withheld or refused) the date on which payment in full of the amount outstanding is made or (if earlier) the date
seven days after that on which notice is duly given to the Noteholders that, upon further presentation of the
Note, Receipt or Coupon being made in accordance with these Conditions, such payment will be made,
provided that payment is in fact made upon such presentation.
9. Events of Default
If any one or more of the following events (each an “Event of Default”) shall occur and be continuing:
(i)
(ii)
(iii)
if default is made in the payment of any principal, premium (if any), interest or delivery of any Asset
Amount due in respect of the Notes or any of them and the default continues for a period of 30 days;
a court having a jurisdiction in the premises shall enter a decree or order for relief in respect of the
Issuer in an involuntary case under any applicable United States federal or state bankruptcy,
insolvency or other similar law now or hereafter in effect, and such decree or order shall remain
unstayed and in effect for a period of 90 consecutive days; or
the Issuer shall commence a voluntary case under any applicable United States federal or state
bankruptcy, insolvency or other similar law now or hereafter in effect or consent to the entry of an
order for relief in an involuntary case under any such law,
then any holder of a Note may, by written notice to the Issuer at the specified office of the Agent, effective
upon the date of receipt thereof by the Agent, declare any Notes held by the holder to be forthwith due and
payable whereupon the same shall become forthwith due and payable at the Early Redemption Amount,
without presentment, demand, protest or other notice of any kind.
10. Agent, Paying Agents, Registrar, Transfer Agents and Exchange Agents
The names of the initial Agent, Paying Agents, Registrar, Transfer Agents and Exchange Agent and their initial
specified offices are set out below.
The Issuer is entitled to vary or terminate the appointment of the Agent, the Paying Agents, the Registrar, any
Transfer Agent or the Exchange Agent and/or appoint additional or other Transfer Agents and/or approve any
change in the specified office through which the Agents, the Paying Agents, the Registrar, any Transfer Agent
or the Exchange Agent acts, provided that:
(a)
(b)
(c)
there will at all times be an Agent;
there will at all times be a Registrar;
so long as the Notes are listed on any stock exchange, there will at all times be a Paying Agent and a
Transfer Agent with a specified office in such place as may be required by the rules and regulations of
the relevant stock exchange;
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(d)
(e)
(f)
there will at all times be a Paying Agent and a Transfer Agent in a jurisdiction within continental
Europe, other than the United Kingdom;
there will at all times be an Exchange Agent; and
the Issuer undertakes that it will ensure that it maintains a Transfer Agent in a Member State of the
European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive
2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such
Directive.
Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency,
when it shall be of immediate effect) after not less than 30 nor more than 45 days’ prior notice thereof shall
have been given to the Noteholders in accordance with Condition 16.
In addition, the Issuer shall forthwith appoint a Paying Agent having a specified office in New York City in the
circumstances described in Condition 6(c). Any variation, termination, appointment or change shall only take
effect (other than in the case of insolvency, when it shall be of immediate effect) after not less than 30 nor more
than 45 days’ prior notice thereof shall have been given to the Noteholders in accordance with Condition 16.
In acting under the Agency Agreement, the Agent, the Registrar, the other Transfer Agents and the Exchange
Agent act solely as agents of the Issuer and do not assume any obligation to, or relationship of agency or trust
with, any Noteholders. The Agency Agreement contains provisions permitting any entity into which the Agent,
the Registrar, any Transfer Agent or the Exchange Agent is merged or converted or with which it is
consolidated or to which it transfers all or substantially all of its assets to become the successor agent, registrar,
transfer agent or exchange agent, as the case may be.
11. Consolidation, Merger and Substitution
(a)
(b)
The Issuer will not merge or consolidate with, or sell or convey all or substantially all of its assets to any other
corporation, unless (i) either (A) the Issuer shall be the surviving corporation in the case of a merger or (B) the
surviving, resulting or transferee corporation (the “successor corporation”) (I) shall be a United States
corporation or, if not a United States corporation, shall agree to indemnify the holders of Notes, Receipts or
Coupons against any tax, assessment or governmental charge thereafter imposed on or as a result of payments
to each holder as a consequence of such consolidation, merger, sale or conveyance and (II) shall expressly
assume the due and punctual payment of the principal of and interest on all the Notes, according to their tenor,
and the due and punctual performance of all of the covenants and obligations of the Issuer under the Notes,
Receipts and Coupons and Agency Agreement, by such successor corporation becoming a party to the Agency
Agreement, with any appropriate consequential amendments, as if it had been an original party to it and (ii) the
Issuer or such successor corporation, as the case may be, shall not, immediately after such merger,
consolidation, sale or conveyance, be in default in the performance of any covenants or obligations, of the
Issuer under the Notes, Receipts, Coupons or Agency Agreement.
Upon any merger, consolidation, sale or conveyance as provided in paragraph (a) above, the successor
corporation shall succeed to and be substituted for, and may exercise every right and power of and be subject to
all the obligations of, the Issuer under the Notes, Receipts, Coupons, and Agency Agreement, with the same
effect as if the successor corporation had been named as the Issuer therein and herein and the Issuer shall be
released from its liability as obligor under the Notes, Receipts, Coupons, and Agency Agreement.
(c) (i) The Issuer may, without the consent of the Noteholders, Receiptholders or Couponholders, be
replaced and substituted by any Affiliate (as defined below) as principal debtor (the “Substituted
Debtor”) in respect of any one or more Series of Notes and any related Coupons and Receipts
provided that in relation to such Notes, Coupons and Receipts:
(A)
the creditworthiness of the Substituted Debtor at such time is at least equal to the
creditworthiness of the Issuer in the sole and absolute opinion of the Agent;
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(B)
(C)
(D)
a deed poll and such other documents (if any) shall be executed by the Substituted Debtor as
may be necessary to give full effect to the substitution (together the “Documents”) and
(without limiting the generality of the foregoing) pursuant to which the Substituted Debtor
shall undertake in favour of each Noteholder, Couponholder and Receiptholder to be bound
by the Terms and Conditions of the Notes and the provisions of the Agency Agreement and
the Deed of Covenant as fully as if the Substituted Debtor had been named in the Notes and
the Agency Agreement and the Deed of Covenant as the principal debtor in respect of the
Notes in place of the Issuer (or any previous substitute);
each stock exchange on which the Notes are listed shall have confirmed that following the
proposed substitution of the Substituted Debtor the Notes will continue to be listed on such
stock exchange; and
the Substituted Debtor shall, if appropriate, have appointed a person with an office in
England to receive service of process on its behalf in relation to any legal action or
proceedings arising out of or in connection with the Notes.
(ii)
(iii)
(iv)
(v)
(vi)
Upon execution of the Documents as referred to in paragraph (i) above, the Substituted Debtor shall
be deemed to be named in the Notes as the principal debtor in place of the Issuer (or of any previous
substitute under these provisions) and the Notes shall thereupon be deemed to be amended to give
effect to the substitution. The execution of the Documents shall operate to release the Issuer as issuer
(or such previous substitute as aforesaid) from all of its obligations as principal debtor in respect of the
Notes.
The Documents shall be deposited with and held by the Agent for so long as any Note remains
outstanding and for so long as any claim made against the Substituted Debtor or the Issuer by any
Noteholder, Couponholder or Receiptholder in relation to the Notes, Coupons or Receipts or the
Documents shall not have been finally adjudicated, settled or discharged.
Not later than 21 days before any intended substitution pursuant to this Condition, the Issuer shall give
notice thereof to the Noteholders in accordance with Condition 16.
At any time after a substitution pursuant to paragraph (i) above, the Substituted Debtor may, without
the consent of the Noteholders, effect a further substitution provided that all the provisions specified
in paragraphs (i), (ii), (iii) and (iv) above shall apply, mutatis mutandis, and, without limitation,
references in these Terms and Conditions to the Issuer shall, where the context so requires, be deemed
to be or include references to any such further Substituted Debtor.
As used above, “Affiliate” means any corporation, association, partnership, limited liability company,
joint venture or other business entity of which more than 50 per cent. of the voting stock, membership
interests or other equity interests, as applicable, is owned or controlled, directly or indirectly, by the
Issuer (or its successors or assigns).
12. Modifications and Waivers; Noteholders’ Meetings
(a)
Modifications
Certain modifications and amendments to the Agency Agreement and to these Conditions may be made
without the consent of the holder of any Note or Coupon in accordance with Clause 28 of the Agency
Agreement, including for the purpose of curing any ambiguity, or of correcting or supplementing any defective
provisions contained therein, adding covenants for the benefit of the Noteholders, Receiptholders and
Couponholders, surrendering rights or powers conferred on the Issuer, effecting succession or assumption as a
result of a merger or similar transaction, or in any other manner which the Issuer and the Agent may deem
necessary or desirable and which will not materially adversely affect the interest of the holders of the Notes,
Receipts or Coupons.
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In addition, modifications and amendments to the Agency Agreement and to these Conditions may be made,
and past defaults by the Issuer may be waived (in each case, by Extraordinary Resolutions (as defined in the
Agency Agreement)), with the written consent of the holders of at least a majority in aggregate principal
amount of the Notes at the time outstanding, or of such lesser percentage as may act at a meeting of holders of
the Notes held in accordance with the Agency Agreement; provided that, in no event may the Issuer, without
the written consent or the affirmative vote of the holder of each outstanding Note affected thereby:
(i)
(ii)
(iii)
(iv)
(v)
(vi)
extend the stated maturity of the principal of or any instalment of interest on any such Note;
reduce the principal amount or redemption price of, or interest on, any such Note;
change the currency of payment of such Note or interest thereon;
impair the right to institute suit for the enforcement of any such payment on or with respect to any
such Note;
reduce the percentage in aggregate principal amount of Notes outstanding necessary to modify or
amend the Agency Agreement or to waive any past default; or
reduce the voting or quorum requirements or the percentage of aggregate principal amount of Notes
outstanding required to take any other action authorised to be taken by the holders of a specified
principal amount of Notes.
Any modifications, amendments or waivers to the Agency Agreement or to these Conditions will be conclusive
and binding on all holders of the Notes, Receipts and Coupons, whether or not they have given such consent or
were present at such meeting, and on all future holders of Notes, Receipts and Coupons, whether or not
notation of such modifications, amendments or waivers is made upon the Notes, Receipts or Coupons. Any
instrument given by or on behalf of any holder of a Note in connection with any consent to any such
modification, amendment or waiver will be irrevocable once given and will be conclusive and binding on all
subsequent holders of such Note and any Receipts or Coupons appertaining thereto.
(b)
Meetings
The Agency Agreement contains provisions for convening meetings of Noteholders to consider matters
affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any of these
Conditions or any provisions of the Agency Agreement. Such a meeting may and, if required in writing by
Noteholders holding not less than 10 per cent. in nominal amount of the Notes for the time being outstanding,
shall be convened by the Issuer. At a meeting of the holders of the Notes for the purpose of, amongst others,
approving a modification or amendment to, or obtaining a waiver of, any covenant or condition set forth in the
Notes or the Agency Agreement, persons entitled to vote a majority in aggregate principal amount of the Notes
at the time outstanding shall constitute a quorum. In the absence of a quorum at any such meeting that is not a
meeting convened upon the requisition of Noteholders, within 30 minutes of the time appointed for such
meeting, the meeting may be adjourned for a period of not less than 14 days; in the absence of a quorum any
meeting that is convened on the requisition of Noteholders shall be dissolved; the persons entitled to vote a
majority in aggregate principal amount of the Notes at the time outstanding shall constitute a quorum for the
taking of any action set forth in the notice of the original meeting. At a meeting or an adjourned meeting duly
convened and at which a quorum is present as aforesaid, any Extraordinary Resolution to, amongst others,
modify or amend any of these Conditions or any provisions of the Agency Agreement (other than those items
specified in Condition 12(a)(i) through (vii)), or to waive compliance with, any of these Conditions shall be
effectively passed if passed by a majority consisting of at least 75% of the votes cast.
These Conditions may be amended, modified, or varied in relation to any Series of Notes by the terms of the
applicable Final Terms or Prospectus in relation to such Series.
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13. Replacement of Notes, Certificates, Receipts, Coupons and Talons
If a Note, Certificate, Receipt, Coupon or Talon is lost, stolen, mutilated, defaced or destroyed, it may be
replaced, subject to applicable laws, regulations and stock exchange regulations, at the specified office of the
Agent (in the case of Bearer Notes, Receipts, Coupons or Talons) and of the Registrar (in the case of
Certificates) or such other Paying Agent or Transfer Agent, as the case may be, as may from time to time be
designated by the Issuer for the purpose and notice of whose designation is given to Noteholders, in each case
on payment by the claimant of the fees and costs incurred in connection therewith and on such terms as to
evidence, security and indemnity (which may provide, inter alia, that if the allegedly lost, stolen or destroyed
Note, Certificate, Receipt, Coupon or Talon is subsequently presented for payment or, as the case may be, for
exchange for further Coupons, there shall be paid to the Issuer on demand the amount payable by the Issuer in
respect of such Notes, Certificates, Receipts, Coupons or further Coupons) and otherwise as the Issuer may
require. Mutilated or defaced Notes, Certificates, Receipts, Coupons or Talons must be surrendered before
replacements will be issued. Upon the issuance of any substitute Note, the Issuer may require the payment of a
sum sufficient to cover any tax or other governmental or insurance charge that may be imposed in relation
thereto and any other expense (including the fees and expenses of the Agent) connected therewith.
14. Exchange of Talons
On and after the Interest Payment Date on which the final Coupon comprised in any Coupon sheet matures, the
Talon (if any) forming part of such Coupon sheet may be surrendered at the specified office of the Agent or any
other Paying Agent in exchange for a further Coupon sheet including (if such further Coupon sheet does not
include Coupons to (and including) the final date for the payment of interest due in respect of the Note to which
it appertains) a further Talon, subject to the provisions of Condition 8.
15. Further Issues
The Issuer may from time to time without the consent of the Noteholders, Receiptholders or Couponholders
create and issue further securities either having the same terms and conditions as the Notes in all respects (or in
all respects except for the first payment of interest on them and/or the Issue Price) and so that such further issue
shall be consolidated and form a single series with the outstanding securities of any series (including the Notes)
or upon such terms as the Issuer may determine at the time of their issue. References in these Conditions to the
Notes include (unless the context requires otherwise) any other securities issued pursuant to this Condition and
forming a single series with the Notes.
16. Notices
(a)
Notices given by or on behalf of the Issuer
All notices regarding the Notes will be deemed to be validly given if published in a leading English language
daily newspaper of general circulation in London. It is expected that such publication in a newspaper will be
made in the Financial Times in London. The Issuer shall also ensure that notices are duly published in a
manner which complies with the rules and regulations of any stock exchange on which the Notes are for the
time being listed. Any such notice will be deemed to have been given on the date of the first publication or,
where required to be published in more than one sourcenewspaper, on the date of the first publication in all
required sourcenewspapers.
In the case of Global Notes of a Series in bearer form, there may, so long as such Global Notes are held in their
entirety on behalf of Euroclear and Clearstream, Luxembourg, be substituted for such publication as aforesaid,
the delivery of the relevant notice to Euroclear and Clearstream, Luxembourg and/or DTC for communication
to them to Noteholders. Any such notice shall be deemed to have been given to Noteholders three Business
Days after the day on which the said notice was given to Euroclear and Clearstream, Luxembourg and/or DTC.
In the case of Registered Notes, notices to Noteholders shall be mailed to them at the respective addresses
specified in the Register, provided however that, there may be, if such Registered Notes are held in their
entirety on behalf of Euroclear and/or Clearstream, Luxembourg, substituted for such publication as aforesaid,
66

the delivery of the relevant notice to Euroclear and/or Clearstream, Luxembourg for communication by them to
Noteholders. Any such notice shall be deemed to have been given to Noteholders three Business Days after the
day on which the said notice was given to Euroclear and/or Clearstream, Luxembourg.
(b)
Notices given by Noteholders
Notices to be given by any Noteholder shall be in writing and given by lodging the same, together (in the case
of any Note in definitive form) with the relative Note or Notes, with the Agent. Whilst any of the Notes are
represented by a Global Note, such notice may be given by any holder of a Note to the Agent through
Euroclear and/or Clearstream, Luxembourg or DTC, as the case may be, in such manner as the Agent or
Euroclear and/or Clearstream, Luxembourg and/or DTC, as the case may be, may approve for this purpose.
17. Governing Law
(a)
Governing law
The Agency Agreement, the Deed of Covenant, the Notes and all non-contractual obligations and any other
matters arising from or in connection with each of the foregoing are governed by, and shall be construed in
accordance with, English law.
(b)
Submission to jurisdiction
The Issuer irrevocably agrees, for the exclusive benefit of the Noteholders that the courts of England are to
have jurisdiction to settle any disputes which may arise out of or in connection with the Notes and that
accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in
connection with the Notes may be brought in such courts.
The Issuer hereby irrevocably waives any objection which it may have now or hereafter to the laying of the
venue of any such Proceedings in any such courts and any claim that any such Proceedings have been brought
in an inconvenient forum and hereby further irrevocably agrees that a judgment in any such Proceedings
brought in the English courts shall be conclusive and binding upon it and may be enforced in the courts of any
other jurisdiction.
Nothing contained in this Condition shall limit any right to take Proceedings against the Issuer in any other
court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the
taking of Proceedings in any other jurisdiction, whether concurrently or not.
(c)
Agent for Service of Process
The Issuer hereby agrees that service of process in connection with any Proceedings may be made on it at
JPMorgan Chase Bank, National Association, London Branch at 125 London Wall, London EC2Y 5AJ
(attention: Head of Legal Department). Nothing herein shall affect the right to serve Proceedings in any other
manner permitted by law.
(d)
Other documents
The Issuer has in the Agency Agreement and the Deed of Covenant submitted to the jurisdiction of the English
courts and appointed JPMorgan Chase Bank, National Association, London Branch at 125 London Wall,
London EC2Y 5AJ (attention: Head of Legal Department) in terms substantially similar to those set out above.
18. Contracts (Rights of Third Parties) Act 1999
No rights are conferred on any person under the Contracts (Rights of Third Parties) Act 1999 to enforce any
term of these Terms and Conditions, but this does not affect any right or remedy of any person which exists or
is available apart from that Act.
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USE OF PROCEEDS
The net proceeds from each issue of Notes will be used by the Issuer for its general corporate purposes. Pending such
use, the Issuer may temporarily invest the net proceeds or may use them to reduce short-term indebtedness. If in respect
of any particular issue, there is a specifically identified use of proceeds, this will be stated in the Final Terms or
Prospectus.
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History, Development and Organisational Structure
JPMORGAN CHASE & CO.
JPMorgan Chase is a leading global financial services firm and one of the largest banking institutions in the United
States, with $2.3 trillion in assets, $145.8 billion in total stockholders’ equity and operations in more than 60 countries
as of 30 September 2008. JPMorgan Chase is a leader in investment banking, financial services for consumers and
businesses, financial transaction processing and asset management. Under the J.P. Morgan and Chase brands, JPMorgan
Chase serves millions of customers in the United States and many of the world’s most prominent corporate, institutional
and government clients.
JPMorgan Chase is a financial holding company and was incorporated under Delaware law on 28 October 1968 with file
number 0691011. JPMorgan Chase’s principal bank subsidiaries are JPMorgan Chase Bank, National Association, a
national banking association with branches in 24 states, and Chase Bank USA, National Association, a national bank
that is JPMorgan Chase’s credit card issuing bank. JPMorgan Chase’s principal non-bank subsidiary is J.P. Morgan
Securities Inc., its U.S. investment banking firm.
The principal executive office of JPMorgan Chase is located at 270 Park Avenue, New York, New York 10017-2070,
U.S.A. and its telephone number is +1 212 270-6000.
Principal Activities
JPMorgan Chase’s activities are organised, for management reporting purposes, into six business segments, as well as a
Corporate/Private Equity segment. The wholesale businesses are the Investment Bank, Commercial Banking, Treasury
& Securities Services and Asset Management segments, and the consumer businesses are the Retail Financial Services
and Card Services segments. A description of these business segments, and the products and services they provide to
their respective client bases, follows. These business segment descriptions do not give effect to the acquisition of the
banking operations of Washington Mutual Bank (“Washington Mutual”), which was consummated on 25 September
2008.
Investment Bank
J.P. Morgan is one of the world’s leading investment banks, with deep client relationships and broad product
capabilities. The Investment Bank’s clients are corporations, financial institutions, governments and institutional
investors. JPMorgan Chase offers a full range of investment banking products and services in all major capital markets,
including advising on corporate strategy and structure, capital raising in equity and debt markets, sophisticated risk
management, market-making in cash securities and derivative instruments, prime brokerage and research. The
Investment Bank also commits JPMorgan Chase’s own capital to proprietary investing and trading activities.
Retail Financial Services
Retail Financial Services, which includes the Regional Banking, Mortgage Banking and Auto Finance reporting
segments, serves consumers and businesses through bank branches, ATMs, online banking and telephone banking.
Customers can use more than 3,100 bank branches, 9,300 ATMs and 300 mortgage offices in the United States. More
than 14,100 branch salespeople assist customers with checking and savings accounts, mortgages, home equity and
business loans and investments across a 17-state footprint from New York to Arizona. Consumers also can obtain loans
through more than 14,200 auto dealerships and 3,500 schools and universities throughout the United States.
Card Services
With more than 156 million cards in circulation and more than $159 billion in managed loans, Card Services is one of
the largest credit card issuers in the United States. Customers used Chase cards to meet more than $272 billion worth of
their spending needs in the nine months ended 30 September 2008. With hundreds of partnerships, Chase has a market
leading position in building loyalty programmes with many of the world’s most respected brands.
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Chase Paymentech Solutions, LLC, a global payments and merchant acquiring joint venture between JPMorgan Chase
and First Data Corporation, handled more than 16 billion transactions in the nine months ended 30 September 2008. On
27 May 2008, JPMorgan Chase announced the termination of Chase Paymentech Solutions. The dissolution of Chase
Paymentech Solutions was completed on 1 November 2008 and JPMorgan Chase retained approximately 51% of the
business under the Chase Paymentech name.
Commercial Banking
Commercial Banking serves more than 30,000 clients in the United States, including corporations, municipalities,
financial institutions and not-for-profit entities with annual revenue generally ranging from approximately $10 million
to approximately $2 billion. Commercial Banking delivers extensive industry knowledge, local expertise and a
dedicated service model. In partnership with JPMorgan Chase’s other businesses, it provides comprehensive solutions
including lending, treasury services, investment banking and asset management to meet its clients’ domestic and
international financial needs.
Treasury & Securities Services
Treasury & Securities Services is a global leader in transaction, investment and information services. Treasury &
Securities Services is one of the world’s largest cash management providers and a leading global custodian. Treasury
Services provides cash management, trade, wholesale card and liquidity products and services to small and mid-sized
companies, multinational corporations, financial institutions and government entities. Treasury Services partners with
the Commercial Banking, Retail Financial Services and Asset Management businesses to serve clients firm-wide. As a
result, certain Treasury Services revenue is included in other segments’ results. Worldwide Securities Services holds,
values, clears and services securities, cash and alternative investments for investors and broker-dealers, and manages
depositary receipt programs globally.
Asset Management
With assets under supervision of $1.6 trillion as of 30 September 2008, Asset Management is a global leader in
investment and wealth management. Asset Management clients include institutions, retail investors and high-net-worth
individuals in every major market throughout the world. Asset Management offers global investment management in
equities, fixed income, real estate, hedge funds, private equity and liquidity, including both money market instruments
and bank deposits. Asset Management also provides trust and estate, banking and brokerage services to high-net-worth
clients, and retirement services for corporations and individuals. The majority of Asset Management’s client assets are
in actively managed portfolios.
Recent Developments
Acquisition of the banking operations of Washington Mutual
On 25 September 2008, JPMorgan Chase acquired the banking operations of Washington Mutual from the U.S. Federal
Deposit Insurance Corporation (“FDIC”) for $1.9 billion through a purchase of substantially all of the assets and
assumption of specified liabilities of Washington Mutual. Washington Mutual’s banking operations consisted of a retail
bank network of 2,244 branches in the United States, a nationwide credit card lending business, a multi-family and
commercial real estate lending business, and nationwide mortgage banking activities. The transaction expands
JPMorgan Chase’s consumer branch network into California, Florida, Washington, Georgia, Idaho, Nevada and Oregon.
The transaction created the second-largest branch network in the United States. The transaction also extends the reach of
JPMorgan Chase’s business banking, commercial banking, credit card, consumer lending and wealth management
businesses. The transaction was accounted for under the purchase method of accounting in accordance with SFAS 141.
Merger with The Bear Stearns Companies Inc.
Effective 30 May 2008, BSC Merger Corporation, a wholly-owned subsidiary of JPMorgan Chase, merged with The
Bear Stearns Companies Inc. (“Bear Stearns”) pursuant to an Agreement and Plan of Merger, dated as of 16 March
2008, as amended on 24 March 2008, with Bear Stearns becoming a wholly-owned subsidiary of JPMorgan Chase (the
70

“Merger”). The Merger provides JPMorgan Chase with a leading global prime brokerage platform; strengthens
JPMorgan Chase’s equities and asset management businesses; enhances capabilities in mortgage origination,
securitisation and servicing; and expands the platform of JPMorgan Chase’s energy business. The Merger was
accounted for under the purchase method of accounting, which requires that the assets and liabilities of Bear Stearns be
fair valued. The total purchase price to complete the Merger was $1.5 billion.
Purchase of additional interest in Highbridge Capital Management
In January 2008, JPMorgan Chase purchased an additional equity interest in Highbridge Capital Management, LLC
(“Highbridge”). As a result, JPMorgan Chase currently owns 77.5% of Highbridge. JPMorgan Chase acquired a
majority interest in Highbridge in 2004.
Executive Officers and Directors
Executive Officers
The following persons are the Executive Officers of JPMorgan Chase as at the date of this Base Prospectus. The
business address of each Executive Officer is 270 Park Avenue, New York, New York 10017-2070, U.S.A.
Name
James Dimon
Frank Bisignano
Steven D. Black
John Donnelly
Michael J. Cavanagh
Stephen M. Cutler
William M. Daley
Ina R. Drew
Samuel Todd Maclin
Jay Mandelbaum
Heidi Miller
Charles W. Scharf
Gordon A. Smith
James E. Staley
William T. Winters
Barry L. Zubrow
Title
Chairman of the Board, Chief Executive Officer and President
Chief Administrative Officer
Co-Chief Executive Officer, Investment Bank
Director of Human Resources
Chief Financial Officer
General Counsel
Head, Corporate Responsibility
Chief Investment Officer
Head, Commercial Banking
Head, Strategy and Business Development
Chief Executive Officer, Treasury & Securities Services
Chief Executive Officer, Retail Financial Services
Chief Executive Officer, Card Services
Chief Executive Officer, Asset Management
Co-Chief Executive Officer, Investment Bank
Chief Risk Officer
Directors
The following persons are the members of the Board of Directors of JPMorgan Chase as at the date of this Base
Prospectus. The business address of each Director is JPMorgan Chase & Co., 270 Park Avenue, New York, New York
10017-2070, U.S.A.
Name
Crandall C. Bowles
Stephen B. Burke
David M. Cote
James S. Crown
James Dimon
Ellen V. Futter
William H. Gray, III
Laban P. Jackson, Jr.
Principal Occupation
Chairman of Springs Industries, Inc.
President of Comcast Cable Communications, Inc.
Chairman and Chief Executive Officer of Honeywell
International Inc.
President of Henry Crown and Company
Chairman of the Board, Chief Executive Officer and President
of JPMorgan Chase
President and Trustee of American Museum of Natural
History
Chairman of the Amani Group
Chairman and Chief Executive Officer of Clear Creek
71

David C. Novak
Lee R. Raymond
William C. Weldon
Properties, Inc.
Chairman and Chief Executive Officer of Yum!
Brands, Inc.
Retired Chairman and Chief Executive Officer of
Exxon Mobil Corporation
Chairman and Chief Executive Officer of Johnson & Johnson
Conflicts of Interest
There are no material potential conflicts of interest between the duties to JPMorgan Chase of each of the Executive
Officers and Directors named above and his/her private interests and/or other duties.
72

TAXATION OF THE NOTES
Taxation
Except where specifically discussed below, the following summaries of certain taxation provisions in the United States
and Ireland do not consider the tax treatment of payments in respect of Notes linked or related to one or more Reference
Items. The taxation provisions applicable to such Notes may be different (and in some cases significantly different)
from those described in the summaries below.
The section headed “U.S. Holders” is relevant in relation to U.S. Holders acquiring Registered Notes and the section
headed “Non-U.S. Holder” is relevant in relation to Non-U.S. Holders acquiring Bearer Notes and Registered Notes.
Purchasers and/or sellers of Notes may be required to pay stamp taxes and other charges in accordance with the laws
and practices of the country of transfer or purchase in addition to the issue price or purchase price (if different) of the
Notes.
Transactions involving Notes (including purchases, transfer or redemption), the accrual or receipt of any interest
payable on the Notes and the death of a holder of any Note may have tax consequences for potential purchasers which
may depend, amongst other things, upon the tax status of the potential purchaser and may relate to stamp duty, stamp
duty reserve tax, income tax, corporation tax, capital gains tax and inheritance tax.
Condition 7 (on pages 61 to 62) should be considered carefully by all potential purchasers of Notes.
The provisions relating to payment of Delivery Expenses by the relevant Noteholder on physical delivery of the Asset
Amount(s) set out in Condition 6(l) (on pages 59 to 61) should be considered carefully by all potential purchasers of
Notes which may be redeemed by delivery of Asset Amount(s).
Potential purchasers who are in any doubt about their tax position on purchase, ownership or transfer of any Notes
should consult their own tax advisers.
United States Taxation
TO ENSURE COMPLIANCE WITH TREASURY DEPARTMENT CIRCULAR 230, HOLDERS ARE HEREBY
NOTIFIED THAT: (A) ANY DISCUSSION OF UNITED STATES FEDERAL TAX ISSUES IN THIS BASE
PROSPECTUS IS NOT INTENDED OR WRITTEN TO BE RELIED UPON, AND CANNOT BE RELIED UPON,
BY HOLDERS FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON HOLDERS
UNDER THE UNITED STATES INTERNAL REVENUE CODE; (B) SUCH DISCUSSION IS INCLUDED HEREIN
BY THE ISSUER IN CONNECTION WITH THE PROMOTION OR MARKETING (WITHIN THE MEANING OF
CIRCULAR 230) BY THE ISSUER OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND (C)
HOLDERS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN
INDEPENDENT TAX ADVISER.
The following is a summary of certain material U.S. federal income tax consequences of the acquisition, ownership and
disposition of Notes by a U.S. Holder and Non-U.S. Holder (each as defined below). This summary does not address
the material U.S. federal income tax consequences of every type of Note which may be issued under the Programme.
The relevant Final Terms or any Prospectus or series prospectus will contain additional or modified disclosure
concerning the material U.S. federal income tax consequences relevant to such type of Note as appropriate.
The summary is based on the tax laws of the United States including the United States Internal Revenue Code of 1986,
as amended, its legislative history, existing and proposed regulations thereunder, published rulings and court decisions,
all as of the date hereof and all subject to change at any time, possibly with retroactive effect.
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THE SUMMARY OF U.S. FEDERAL INCOME TAX CONSEQUENCES SET OUT BELOW IS FOR
GENERAL INFORMATION ONLY. PROSPECTIVE PURCHASERS SHOULD CONSULT THEIR TAX
ADVISERS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF OWNING THE NOTES,
THE APPLICABILITY AND EFFECT OF STATE, LOCAL, FOREIGN AND OTHER TAX LAWS AND
POSSIBLE CHANGES IN TAX LAW.
U.S. Federal Income Tax Characterisation of the Notes
The U.S. federal income tax characterisation of Notes that can be issued under the Programme may be uncertain and
may vary. Under the relevant authorities, the determination of whether an instrument is properly characterised as debt is
made on the basis of all the facts and circumstances. The courts and the United States Internal Revenue Service (the
"IRS") have identified a number of factors as relevant in characterising an instrument as debt. However, these
authorities have held that the presence or absence of any one factor is not controlling. Typically, the courts and the IRS
weigh the various factors to determine whether, on balance, the debt features of an instrument predominate.
Depending on the terms of a particular Series or Tranche of Notes, such Notes may not be characterised as debt for U.S.
federal income tax purposes despite the form of the Notes as debt instruments. For example, Notes of a Series or
Tranche may be more properly characterised as notional principal contracts, collateralised put options, prepaid forward
contracts, or some other type of financial instrument. Additional alternative characterisations may also be possible.
Further possible characterisations, if applicable, may be discussed in the relevant Final Terms or any Prospectus or
series prospectus.
Recently, the IRS issued a Notice requesting comments from the public with respect to issues that arise in connection
with prepaid forward contracts and similar derivatives. Among other things, the Notice states the IRS is considering
whether parties to such transactions should be required to accrue income/expense over the term of such instruments and
that consideration is also being given to the source of such income. A bill was also introduced in Congress to require
holders of prepaid derivative contracts acquired after the enactment of the Bill to accrue interest currently over the term
of such instrument notwithstanding that the instrument does not bear interest and is not treated as debt for U.S. federal
income tax purposes. It is not possible to predict what, if any, legislative or regulatory action will result from the
proposals above, but it is possible that any such action could materially alter the tax consequences of Notes discussed
below.
No rulings will be sought from the IRS regarding the characterisation of any of the Notes issued hereunder for U.S.
federal income tax purposes. Each holder should consult its own tax adviser about the proper characterisation of the
Notes for U.S. federal income tax purposes and consequences to such holder of acquiring, owning or disposing of the
Notes.
Part 1
U.S. Holders
Bearer Notes are not being offered to U.S. Holders. A U.S. Holder who owns a Bearer Note may be subject to
limitations under United States income tax laws, including the limitations provided in sections 165(j) and 1287(a) of the
United States Internal Revenue Code.
This summary deals only with purchasers of Registered Notes that are U.S. Holders and that will hold the Registered
Notes as capital assets. The discussion does not cover all aspects of U.S. federal income taxation that may be relevant
to, or the actual tax effect that any of the matters described herein will have on, the acquisition, ownership or disposition
of Registered Notes by particular investors, and does not address state, local, foreign or other tax laws. In particular,
this summary does not discuss all of the tax considerations that may be relevant to certain types of investors subject to
special treatment under the U.S. federal income tax laws (such as financial institutions, insurance companies, investors
liable for the alternative minimum tax, individual retirement accounts and other tax-deferred accounts, tax-exempt
74

organisations, dealers in securities or currencies, investors that will hold Registered Notes as part of straddles, hedging
transactions or conversion transactions for U.S. federal income tax purposes or investors whose functional currency is
not the U.S. dollar).
As used herein, the term "U.S. Holder" means a beneficial owner of Registered Notes that is (i) a citizen or resident of
the United States for U.S. federal income tax purposes, (ii) a corporation, or other entity treated as a corporation, created
or organised under the laws of the United States or any State thereof, (iii) an estate the income of which is subject to
U.S. federal income tax without regard to its source or (iv) a trust if a court within the United States is able to exercise
primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all
substantial decisions of the trust, or the trust has elected to be treated as a domestic trust for U.S. federal income tax
purposes.
The U.S. federal income tax treatment of a partner in a partnership that holds Registered Notes will depend on the status
of the partner and the activities of the partnership. Prospective purchasers that are partnerships should consult their tax
adviser concerning the U.S. federal income tax consequences to their partners of the acquisition, ownership and
disposition of Registered Notes by the partnership.
U.S. Federal Income Tax Treatment of Notes Treated as Debt
The following summary applies to Notes that are properly treated as debt for U.S. federal income tax purposes.
Payments of Interest
General
Interest on a Registered Note, whether payable in U.S. dollars or a currency, composite currency or basket of currencies
other than U.S. dollars (a "foreign currency"), other than interest on a "Discount Registered Note" that is not "qualified
stated interest" or a "Contingent Registered Note" (each as defined below under "Original Issue Discount — General"),
will be taxable to a U.S. Holder as ordinary income at the time it is received or accrued, depending on the holder's
method of accounting for tax purposes. Interest paid by the Issuer on Registered Notes and OID, if any, accrued with
respect to Registered Notes (as described below under "Original Issue Discount") generally will constitute income from
sources within the United States.
Original Issue Discount
General
The following is a summary of the principal U.S. federal income tax consequences of the ownership of Registered Notes
issued with original issue discount ("OID").
A Registered Note, other than a Registered Note with a term of one year or less (a "Short-Term Registered Note"),
will be treated as issued with OID (a "Discount Registered Note") if the excess of the Registered Note's "stated
redemption price at maturity" over its issue price is equal to or more than a de minimis amount (0.25 per cent. of the
Registered Note's stated redemption price at maturity multiplied by the number of complete years to its maturity). An
obligation that provides for the payment of amounts other than qualified stated interest before maturity (an "instalment
obligation") will be treated as a Discount Registered Note if the excess of the Registered Note's stated redemption price
at maturity over its issue price is greater than 0.25 per cent. of the Registered Note's stated redemption price at maturity
multiplied by the weighted average maturity of the Registered Note. A Registered Note's weighted average maturity is
the sum of the following amounts determined for each payment on a Registered Note (other than a payment of qualified
stated interest): (i) the number of complete years from the issue date until the payment is made multiplied by (ii) a
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fraction, the numerator of which is the amount of the payment and the denominator of which is the Registered Note's
stated redemption price at maturity. Generally, the issue price of a Registered Note will be the first price at which a
substantial amount of Registered Notes included in the issue of which the Registered Note is a part is sold to persons
other than bond houses, brokers, or similar persons or organisations acting in the capacity of underwriters, placement
agents, or wholesalers. The stated redemption price at maturity of a Registered Note is the total of all payments
provided by the Registered Note that are not payments of "qualified stated interest". A qualified stated interest payment
is generally any one of a series of stated interest payments on a Registered Note that are unconditionally payable at least
annually at a single fixed rate (with certain exceptions for lower rates paid during some periods), or a variable rate (in
the circumstances described below under "Variable Interest Rate Registered Notes"), applied to the outstanding
principal amount of the Registered Note. Solely for the purposes of determining whether a Registered Note has OID,
the Issuer will be deemed to exercise any call option that has the effect of decreasing the yield on the Registered Note,
and the U.S. Holder will be deemed to exercise any put option that has the effect of increasing the yield on the
Registered Note.
U.S. Holders of Discount Registered Notes must include OID in income calculated on a constant-yield method before
the receipt of cash attributable to the income, and generally will have to include in income increasingly greater amounts
of OID over the life of the Discount Registered Notes. The amount of OID includible in income by a U.S. Holder of a
Discount Registered Note is the sum of the daily portions of OID with respect to the Discount Registered Note for each
day during the taxable year or portion of the taxable year on which the U.S. Holder holds the Discount Registered Note
("accrued OID"). The daily portion is determined by allocating to each day in any "accrual period" a pro rata portion of
the OID allocable to that accrual period. Accrual periods with respect to a Registered Note may be of any length
selected by the U.S. Holder and may vary in length over the term of the Registered Note as long as (i) no accrual period
is longer than one year and (ii) each scheduled payment of interest or principal on the Registered Note occurs on either
the final or first day of an accrual period. The amount of OID allocable to an accrual period equals the excess of (a) the
product of the Discount Registered Note's adjusted issue price at the beginning of the accrual period and the Discount
Registered Note's yield to maturity (determined on the basis of compounding at the close of each accrual period and
properly adjusted for the length of the accrual period) over (b) the sum of the payments of qualified stated interest on the
Registered Note allocable to the accrual period. The "adjusted issue price" of a Discount Registered Note at the
beginning of any accrual period is the issue price of the Registered Note increased by (x) the amount of accrued OID for
each prior accrual period and decreased by (y) the amount of any payments previously made on the Registered Note that
were not qualified stated interest payments.
Acquisition Premium
A U.S. Holder that purchases a Discount Registered Note for an amount less than or equal to the sum of all amounts
payable on the Registered Note after the purchase date, other than payments of qualified stated interest, but in excess of
its adjusted issue price (any such excess being "acquisition premium") and that does not make the election described
below under "Election to Treat All Interest as Original Issue Discount", is permitted to reduce the daily portions of OID
by a fraction, the numerator of which is the excess of the U.S. Holder's adjusted basis in the Registered Note
immediately after its purchase over the Registered Note's adjusted issue price, and the denominator of which is the
excess of the sum of all amounts payable on the Registered Note after the purchase date, other than payments of
qualified stated interest, over the Registered Note's adjusted issue price.
Market Discount
A Registered Note, other than a Short-Term Registered Note, generally will be treated as purchased at a market discount
(a "Market Discount Registered Note") if the Registered Note's stated redemption price at maturity or, in the case of a
Discount Registered Note, the Registered Note's "revised issue price", exceeds the amount for which the U.S. Holder
purchased the Registered Note by at least 0.25 per cent. of the Registered Note's stated redemption price at maturity or
revised issue price, respectively, multiplied by the number of complete years to the Registered Note's maturity (or, in the
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case of a Registered Note that is an instalment obligation, the Registered Note's weighted average maturity). If this
excess is not sufficient to cause the Registered Note to be a Market Discount Registered Note, then the excess
constitutes "de minimis market discount". For this purpose, the "revised issue price" of a Registered Note generally
equals its issue price, increased by the amount of any OID that has accrued on the Registered Note and decreased by the
amount of any payments previously made on the Registered Note that were not qualified stated interest payments.
Under current law, any gain recognised on the maturity or disposition of a Market Discount Registered Note (including
any payment on a Registered Note that is not qualified stated interest) will be treated as ordinary income to the extent
that the gain does not exceed the accrued market discount on the Registered Note. Alternatively, a U.S. Holder of a
Market Discount Registered Note may elect to include market discount in income currently over the life of the
Registered Note. This election shall apply to all debt instruments with market discount acquired by the electing U.S.
Holder on or after the first day of the first taxable year to which the election applies. This election may not be revoked
without the consent of the IRS. A U.S. Holder of a Market Discount Registered Note that does not elect to include
market discount in income currently will generally be required to defer deductions for interest on borrowings incurred to
purchase or carry a Market Discount Registered Note that is in excess of the interest and OID on the Registered Note
includible in the U.S. Holder's income, to the extent that this excess interest expense does not exceed the portion of the
market discount allocable to the days on which the Market Discount Registered Note was held by the U.S. Holder.
Under current law, market discount will accrue on a straight-line basis unless the U.S. Holder elects to accrue the market
discount on a constant-yield method. This election applies only to the Market Discount Registered Note with respect to
which it is made and is irrevocable.
Election to Treat All Interest as Original Issue Discount
A U.S. Holder may elect to include in gross income all interest that accrues on a Registered Note using the constantyield
method described above under "Original Issue Discount — General," with certain modifications. For purposes of
this election, interest includes stated interest, OID, de minimis OID, market discount, de minimis market discount and
unstated interest, as adjusted by any amortisable bond premium (described below under "Registered Notes Purchased at
a Premium") or acquisition premium. This election will generally apply only to the Registered Note with respect to
which it is made and may not be revoked without the consent of the IRS. If the election to apply the constant-yield
method to all interest on a Registered Note is made with respect to a Market Discount Registered Note, the electing U.S.
Holder will be treated as having made the election discussed above under "Market Discount" to include market
discount in income currently over the life of all debt instruments with market discount held or thereafter acquired by the
U.S. Holder. U.S. Holders should consult their tax advisers concerning the propriety and consequences of this election.
Variable Interest Rate Registered Notes
Registered Notes that are subject to a contingency or contingencies (other than a remote or incidental contingency) with
respect to payments of interest or principal may be treated as "variable rate debt instruments" under Treasury regulations
governing accrual of OID (such a Registered Note, a "Variable Interest Rate Registered Note"). A Registered Note
will qualify as a Variable Interest Rate Registered Note if (a) its issue price does not exceed the total non-contingent
principal payments due under the Registered Note by more than a specified de minimis amount, (b) it provides for stated
interest, paid or compounded at least annually, at (i) one or more qualified floating rates, (ii) a single fixed rate and one
or more qualified floating rates, (iii) a single objective rate, or (iv) a single fixed rate and a single objective rate that is a
qualified inverse floating rate, and (c) it does not provide for any principal payments that are contingent (other than as
described in (a) above).
A "qualified floating rate" is any variable rate where variations in the value of the rate can reasonably be expected to
measure contemporaneous variations in the cost of newly borrowed funds in the currency in which the Registered Note
is denominated. A fixed multiple of a qualified floating rate will constitute a qualified floating rate only if the multiple
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is greater than 0.65 but not more than 1.35. A variable rate equal to the product of a qualified floating rate and a fixed
multiple that is greater than 0.65 but not more than 1.35, increased or decreased by a fixed rate, will also constitute a
qualified floating rate. In addition, two or more qualified floating rates that can reasonably be expected to have
approximately the same values throughout the term of the Registered Note (e.g., two or more qualified floating rates
with values within 25 basis points of each other as determined on the Registered Note's issue date) will be treated as a
single qualified floating rate. Notwithstanding the foregoing, a variable rate that would otherwise constitute a qualified
floating rate but which is subject to one or more restrictions such as a maximum numerical limitation (i.e., a cap) or a
minimum numerical limitation (i.e., a floor) may, under certain circumstances, fail to be treated as a qualified floating
rate unless the cap or floor is fixed throughout the term of the Registered Note.
An "objective rate" is a rate that is not itself a qualified floating rate but which is determined using a single fixed
formula and which is based on objective financial or economic information (e.g., one or more qualified floating rates or
the yield of actively traded personal property). A rate will not qualify as an objective rate if it is based on information
that is within the control of the Issuer (or a related party) or that is unique to the circumstances of the Issuer (or a related
party), such as dividends, profits or the value of the Issuer's stock (although a rate does not fail to be an objective rate
merely because it is based on the credit quality of the Issuer). Other variable interest rates may be treated as objective
rates if so designated by the IRS in the future. Despite the foregoing, a variable rate of interest on a Registered Note
will not constitute an objective rate if it is reasonably expected that the average value of the rate during the first half of
the Registered Note's term will be either significantly less than or significantly greater than the average value of the rate
during the final half of the Registered Note's term. A "qualified inverse floating rate" is any objective rate where the
rate is equal to a fixed rate minus a qualified floating rate, as long as variations in the rate can reasonably be expected to
inversely reflect contemporaneous variations in the qualified floating rate. If a Registered Note provides for stated
interest at a fixed rate for an initial period of one year or less followed by a variable rate that is either a qualified floating
rate or an objective rate for a subsequent period and if the variable rate on the Registered Note's issue date is intended
to approximate the fixed rate (e.g., the value of the variable rate on the issue date does not differ from the value of the
fixed rate by more than 25 basis points), then the fixed rate and the variable rate together will constitute either a single
qualified floating rate or objective rate, as the case may be.
A qualified floating rate or objective rate in effect at any time during the term of the instrument must be set at a "current
value" of that rate. A "current value" of a rate is the value of the rate on any day that is no earlier than 3 months prior
to the first day on which that value is in effect and no later than 1 year following that first day.
If a Variable Interest Rate Registered Note that provides for stated interest at either a single qualified floating rate or a
single objective rate throughout the term thereof, then any stated interest on the Variable Interest Rate Registered Note
which is unconditionally payable in cash or property (other than debt instruments of the Issuer) at least annually will
constitute qualified stated interest and will be taxed accordingly. Thus, a Variable Interest Rate Registered Note that
provides for stated interest at either a single qualified floating rate or a single objective rate throughout the term thereof
will generally not be treated as having been issued with OID unless the Variable Interest Rate Registered Note is issued
at a "true" discount (i.e., at a price below the Registered Note's stated principal amount) in excess of a specified de
minimis amount. OID on a Variable Interest Rate Registered Note arising from "true" discount is allocated to an accrual
period using the constant yield method described above by assuming that the variable rate is a fixed rate equal to (i) in
the case of a qualified floating rate or qualified inverse floating rate, the value, as of the issue date, of the qualified
floating rate or qualified inverse floating rate, or (ii) in the case of an objective rate (other than a qualified inverse
floating rate), a fixed rate that reflects the yield that is reasonably expected for the Variable Interest Rate Registered
Note.
In general, any other Variable Interest Rate Registered Note will be converted into an "equivalent" fixed rate debt
instrument for purposes of determining the amount and accrual of OID and qualified stated interest on the Variable
Interest Rate Registered Note. Such a Variable Interest Rate Registered Note must be converted into an "equivalent"
fixed rate debt instrument by substituting any qualified floating rate or qualified inverse floating rate provided for under
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the terms of the Variable Interest Rate Registered Note with a fixed rate equal to the value of the qualified floating rate
or qualified inverse floating rate, as the case may be, as of the Variable Interest Rate Registered Note's issue date. Any
objective rate (other than a qualified inverse floating rate) provided for under the terms of the Variable Interest Rate
Registered Note is converted into a fixed rate that reflects the yield that is reasonably expected for the Variable Interest
Rate Registered Note. In the case of a Variable Interest Rate Registered Note that provides for stated interest at a fixed
rate in addition to either one or more qualified floating rates or a qualified inverse floating rate, the fixed rate is initially
converted into a qualified floating rate (or a qualified inverse floating rate, if the Variable Interest Rate Registered Note
provides for a qualified inverse floating rate). Under these circumstances, the qualified floating rate or qualified inverse
floating rate that replaces the fixed rate must be such that the fair market value of the Variable Interest Rate Registered
Note as of the Variable Interest Rate Registered Note's issue date is approximately the same as the fair market value of
an otherwise identical debt instrument that provides for either the qualified floating rate or qualified inverse floating rate
rather than the fixed rate. Subsequent to converting the fixed rate into either a qualified floating rate or a qualified
inverse floating rate, the Variable Interest Rate Registered Note is converted into an "equivalent" fixed rate debt
instrument in the manner described above.
Once the Variable Interest Rate Registered Note is converted into an "equivalent" fixed rate debt instrument pursuant to
the foregoing rules, the amount of OID and qualified stated interest, if any, are determined for the "equivalent" fixed
rate debt instrument by applying the general OID rules to the "equivalent" fixed rate debt instrument and a U.S. Holder
of the Variable Interest Rate Registered Note will account for the OID and qualified stated interest as if the U.S. Holder
held the "equivalent" fixed rate debt instrument. In each accrual period, appropriate adjustments will be made to the
amount of qualified stated interest or OID assumed to have been accrued or paid with respect to the "equivalent" fixed
rate debt instrument in the event that these amounts differ from the actual amount of interest accrued or paid on the
Variable Interest Rate Registered Note during the accrual period.
If a Registered Note that is subject to a contingency or contingencies (other than a remote or incidental contingency)
with respect to payments of interest or principal, such as a Registered Note the payments on which are determined by
reference to an index, does not qualify as a Variable Interest Rate Registered Note, then the Registered Note could be
treated as a contingent payment debt obligation provided that the Note is properly treated as debt for U.S. federal
income tax purposes. See "Contingent Payment Debt Instruments" below for a discussion of the U.S. federal income
tax treatment of such Notes. In addition, a U.S. holder of certain Registered Notes that do not qualify as Variable
Interest Rate Registered Notes and that are subject to an alternative payment schedule or schedules applicable upon the
occurrence of a contingency or contingencies may be required to determine the yield and maturity of the Registered
Notes assuming that the payments will be made according to the payment schedule that is most likely to occur if the
timing and amounts of the payments that comprise each schedule are known as of the issue date, and one of such
schedules is significantly more likely than not to occur.
Short-Term Registered Notes
In general, an individual or other cash basis U.S. Holder of a Short-Term Registered Note is not required to accrue OID
(as specially defined below for the purposes of this paragraph) for U.S. federal income tax purposes unless it elects to do
so (but may be required to include any stated interest in income as the interest is received). Accrual basis U.S. Holders
and certain other U.S. Holders are required to accrue OID on Short-Term Registered Notes on a straight-line basis or, if
the U.S. Holder so elects, under the constant-yield method (based on daily compounding). In the case of a U.S. Holder
not required and not electing to include OID in income currently, any gain realised on the sale or retirement of the
Short-Term Registered Note will be ordinary income to the extent of the OID accrued on a straight-line basis (unless an
election is made to accrue the OID under the constant-yield method) through the date of sale or retirement. U.S.
Holders who are not required and do not elect to accrue OID on Short-Term Registered Notes will be required to defer
deductions for interest on borrowings allocable to Short-Term Registered Notes in an amount not exceeding the deferred
income until the deferred income is realised.
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For purposes of determining the amount of OID subject to these rules, all interest payments on a Short- Term Registered
Note are included in the Short-Term Registered Note's stated redemption price at maturity. A U.S. Holder may elect to
determine OID on a Short-Term Registered Note as if the Short-Term Registered Note had been originally issued to the
U.S. Holder at the U.S. Holder's purchase price for the Short-Term Registered Note. This election shall apply to all
obligations with a maturity of one year or less acquired by the U.S. Holder on or after the first day of the first taxable
year to which the election applies, and may not be revoked without the consent of the IRS.
Contingent Payment Debt Instruments
Certain Series or Tranches of Registered Notes may be treated as contingent payment debt instruments ("Contingent
Registered Notes") for U.S. federal income tax purposes. Under applicable U.S. Treasury regulations, interest on the
Contingent Registered Notes will be treated as OID and must be accrued on a constant-yield basis based on a yield to
maturity that reflects the rate at which the Issuer would issue a comparable fixed-rate non-exchangeable instrument (the
"comparable yield"), in accordance with a projected payment schedule. This projected payment schedule must include
each non-contingent payment on the Contingent Registered Note and an estimated amount for each contingent payment,
and must produce the comparable yield. Interest inclusions will be adjusted upward and downward to reflect the
difference, if any, between the actual payments received and the projected amount of such payments on the Contingent
Registered Notes under the projected payment schedule. Special rules apply to the sale or other disposition of a
Contingent Registered Note. See "Purchase, Sale and Retirement of Notes" below. The relevant Final Terms or any
Prospectus or series prospectus will indicate the Issuer's intention to treat a particular Series or Tranche of Notes as
Contingent Registered Notes.
The Issuer is required to provide to holders, solely for U.S. federal income tax purposes, a schedule of the projected
amounts of payments on Contingent Registered Notes. This schedule must produce the comparable yield. The
applicable Final Terms or any Prospectus or series prospectus may contain the comparable yield and projected payment
schedule; otherwise a U.S. Holder of a Contingent Registered Note can submit a written request for the schedule to the
attention of Head of FIDM, J.P. Morgan Securities Inc., 270 Park Avenue, New York, New York 10017, unless the
applicable Final Terms or any Prospectus or series prospectus provides a different address for submitting requests for
this information.
THE COMPARABLE YIELD AND PROJECTED PAYMENT SCHEDULE WILL NOT BE DETERMINED FOR
ANY PURPOSE OTHER THAN FOR THE DETERMINATION OF INTEREST ACCRUALS AND ADJUSTMENTS
THEREOF IN RESPECT OF CONTINGENT REGISTERED NOTES FOR UNITED STATES FEDERAL INCOME
TAX PURPOSES AND WILL NOT CONSTITUTE A PROJECTION OR REPRESENTATION REGARDING THE
ACTUAL AMOUNTS PAYABLE TO THE HOLDERS OF THE REGISTERED NOTES.
The use of the comparable yield and the calculation of the projected payment schedule will be based upon a number of
assumptions and estimates and will not be a prediction, representation or guarantee of the actual amounts of interest that
may be paid to a U.S. Holder or the actual yield of the Contingent Registered Notes. A U.S. Holder will generally be
bound by the comparable yield and the projected payment schedule determined by the Issuer unless the U.S. Holder
determines its own comparable yield and projected payment schedule and explicitly discloses such schedule to the IRS,
and explains to the IRS the reason for preparing its own schedule. The Issuer's determination, however, is not binding
on the IRS, and it is possible that the IRS could conclude that some other comparable yield or projected payment
schedule should be used instead.
A U.S. Holder of a Contingent Registered Note will generally be required to include OID in income pursuant to the
rules discussed in the third paragraph under "Original Issue Discount – General," above. For these purposes, the
"adjusted issue price" of a Contingent Registered Note at the beginning of any accrual period is the issue price of the
Note increased by the amount of accrued OID for each prior accrual period, and decreased by the projected amount of
any payments made on the Note. No additional income will be recognised upon the receipt of payments of stated interest
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in amounts equal to the annual payments included in the projected payment schedule described above. Any differences
between actual payments received by the U.S. Holder on the Contingent Registered Notes in a taxable year and the
projected amount of those payments will be accounted for as additional interest (in the case of a positive adjustment) or
as an offset to interest income in respect of the Note (in the case of a negative adjustment), for the taxable year in which
the actual payment is made. If the negative adjustment for any taxable year exceeds the amount of OID on the
Contingent Registered Note for that year, the excess will be treated as an ordinary loss, but only to the extent the U.S.
Holder's total OID inclusions on the Note exceed the total amount of any ordinary loss in respect of the Note claimed by
the U.S. Holder under this rule in prior taxable years. Any negative adjustment that is not allowed as an ordinary loss for
the taxable year is carried forward to the next taxable year, and is taken into account in determining whether the U.S.
Holder has a net positive or negative adjustment for that year. However, any negative adjustment that is carried forward
to a taxable year in which the Contingent Registered Note is sold, exchanged or retired, to the extent not applied to OID
accrued for such year, reduces the U.S. Holder's amount realised on the sale, exchange or retirement.
If a U.S. Holder purchases a Contingent Registered Note for an amount that differs from the Note's adjusted issue price
at the time of the purchase, such U.S. Holder must determine the extent to which the difference between the price it paid
for the Note and the adjusted issue price of the Note is attributable to a change in expectations as to the projected
payment schedule, a change in interest rates, or both, and reasonably allocate the difference accordingly. A safe-harbor
may apply to permit the allocation of this difference pro-rata to OID accruals if the Contingent Registered Note is
exchange listed property, as defined in applicable U.S. Treasury Regulations.
If a U.S. Holder purchases a Contingent Registered Note for an amount that is less than the adjusted issue price of the
Note, the amount of the difference allocated to, a daily portion of OID or to a projected payment is treated as a positive
adjustment to such Holder's income inclusion on the date the OID accrues or the payment is made. If a U.S. Holder
purchases a Contingent Registered Note for an amount that is more than the adjusted issue price of the Note, the amount
of the difference allocated to a daily portion of OID or to a projected payment is treated as a negative adjustment to such
U.S. Holder's income inclusion on the date the OID accrues or the payment is made.
Because any Form 1099-OID that a U.S. Holder receives will not reflect the effects of positive or negative adjustments
resulting from its purchase of a Contingent Registered Note at a price other than the adjusted issue price determined for
tax purposes, U.S. Holders are urged to consult with their tax advisors as to whether and how adjustments should be
made to the amounts reported on any Form 1099-OID.
Fungible Issue
The Issuer may, without the consent of the Holders of outstanding Registered Notes, issue additional Registered Notes
with identical terms. These additional Registered Notes, even if they are treated for non-tax purposes as part of the
same series as the original Registered Notes, in some cases may be treated as a separate series for U.S. federal income
tax purposes. In such a case, the additional Registered Notes may be considered to have been issued with OID even if
the original Registered Notes had no OID, or the additional Registered Notes may have a greater amount of OID than
the original Registered Notes. These differences may affect the market value of the original Registered Notes if the
additional Registered Notes are not otherwise distinguishable from the original Registered Notes.
Registered Notes Purchased at a Premium
A U.S. Holder that purchases a Registered Note for an amount in excess of its principal amount, or for a Discount
Registered Note, its stated redemption price at maturity, may elect to treat the excess as "amortisable bond premium", in
which case the amount required to be included in the U.S. Holder's income each year with respect to interest on the
Registered Note will be reduced by the amount of amortisable bond premium allocable (based on the Registered Note's
yield to maturity) to that year. Any election to amortise bond premium shall apply to all bonds (other than bonds the
interest on which is excludable from gross income for U.S. federal income tax purposes) held by the U.S. Holder at the
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eginning of the first taxable year to which the election applies or thereafter acquired by the U.S. Holder, and is
irrevocable without the consent of the IRS. See also "Original Issue Discount — Election to Treat All Interest as
Original Issue Discount".
Substitution of Issuer
The terms of the Registered Notes provide that, in certain circumstances, the obligations of the Issuer under the
Registered Notes may be assumed by another entity. Any such assumption might be treated for U.S. federal income tax
purposes as a deemed disposition of Registered Notes by a U.S. Holder in exchange for new Registered Notes issued by
the new obligor. As a result of this deemed disposition, a U.S. Holder could be required to recognise capital gain or loss
for U.S. federal income tax purposes equal to the difference, if any, between the issue price of the new Notes (as
determined for U.S. federal income tax purposes), and the U.S. Holder's tax basis in the Registered Notes. U.S. Holders
should consult their tax advisers concerning the U.S. federal income tax consequences to them of a change in obligor
with respect to the Registered Notes.
Purchase, Sale and Retirement of Registered Notes
A U.S. Holder's tax basis in a Registered Note will generally be its cost, increased by the amount of any OID or market
discount included in the U.S. Holder's income with respect to the Registered Note and the amount, if any, of income
attributable to de minimis OID and de minimis market discount included in the U.S. Holder's income with respect to the
Registered Note, and reduced by (i) the amount of any payments that are not qualified stated interest payments, and (ii)
the amount of any amortisable bond premium applied to reduce interest on the Registered Note.
A U.S. Holder's tax basis in a Contingent Registered Note will generally be equal to its cost, increased by the amount of
OID previously accrued with respect to the Note (determined without regard to any positive or negative adjustments
reflecting the difference between actual payments and projected payments), increased or decreased by the amount of any
positive or negative adjustment that the U.S. Holder is required to take into account for the difference between such U.S.
Holder's purchase price for the Note and the adjusted issue price of the Note at the time of the purchase, and decreased
by the amount of any projected payments scheduled to be made on the Note to the U.S. Holder (without regard to the
actual amount paid).
A U.S. Holder will generally recognise gain or loss on the sale or retirement of a Registered Note equal to the difference
between the amount realised on the sale or retirement and the tax basis of the Registered Note. Except to the extent
described above under "Original Issue Discount — Market Discount" or "Original Issue Discount — Short Term
Registered Notes" or described below in relation to Contingent Registered Notes or attributable to accrued but unpaid
interest or changes in exchange rates (as discussed below), gain or loss recognised on the sale or retirement of a
Registered Note will be capital gain or loss and will be long-term capital gain or loss if the U.S. Holder's holding period
in the Registered Notes exceeds one year. Gain or loss realised by a U.S. Holder on the sale or retirement of a
Registered Note generally will be U.S. source.
Gain from the sale or retirement of a Contingent Registered Note will be treated as interest income taxable at ordinary
income (rather than capital gains) rates. Any loss will be ordinary loss to the extent that the U.S. Holder's total interest
inclusions to the date of sale or retirement exceed the total net negative adjustments that the U.S. Holder took into
account as ordinary loss, and any further loss will be capital loss. Gain or loss realised by a U.S. Holder on the sale or
retirement of a Contingent Registered Note will be U.S. source.
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Foreign Currency Registered Notes
Interest
If an interest payment is denominated in, or determined by reference to, a foreign currency, the amount of income
recognised by a cash basis U.S. Holder will be the U.S. dollar value of the interest payment, based on the exchange rate
in effect on the date of receipt, regardless of whether the payment is in fact converted into U.S. dollars.
An accrual basis U.S. Holder may determine the amount of income recognised with respect to an interest payment
denominated in, or determined by reference to, a foreign currency in accordance with either of two methods. Under the
first method, the amount of income accrued will be based on the average exchange rate in effect during the interest
accrual period (or, in the case of an accrual period that spans two taxable years of a U.S. Holder, the part of the period
within the taxable year).
Under the second method, the U.S. Holder may elect to determine the amount of income accrued on the basis of the
exchange rate in effect on the last day of the accrual period (or, in the case of an accrual period that spans two taxable
years, the exchange rate in effect on the last day of the part of the period within the taxable year). Additionally, if a
payment of interest is actually received within five business days of the last day of the accrual period, an electing
accrual basis U.S. Holder may instead translate the accrued interest into U.S. dollars at the exchange rate in effect on the
day of actual receipt. Any such election will apply to all debt instruments held by the U.S. Holder at the beginning of the
first taxable year to which the election applies or thereafter acquired by the U.S. Holder, and will be irrevocable without
the consent of the IRS.
Upon receipt of an interest payment (including a payment attributable to accrued but unpaid interest upon the sale or
retirement of a Registered Note) denominated in, or determined by reference to, a foreign currency, the U.S. Holder may
recognise U.S. source exchange gain or loss (taxable as ordinary income or loss) equal to the difference between the
amount received (translated into U.S. dollars at the spot rate on the date of receipt) and the amount previously accrued,
regardless of whether the payment is in fact converted into U.S. dollars.
OID
OID for each accrual period on a Discount Registered Note that is denominated in, or determined by reference to, a
foreign currency, will be determined in the foreign currency and then translated into U.S. dollars in the same manner as
stated interest accrued by an accrual basis U.S. Holder, as described above. Upon receipt of an amount attributable to
OID (whether in connection with a payment on the Registered Note or a sale of the Registered Note), a U.S. Holder may
recognise U.S. source exchange gain or loss (taxable as ordinary income or loss) equal to the difference between the
amount received (translated into U.S. dollars at the spot rate on the date of receipt) and the amount previously accrued,
regardless of whether the payment is in fact converted into U.S. dollars.
Market Discount
Market Discount on a Registered Note that is denominated in, or determined by reference to, a foreign currency, will be
accrued in the foreign currency. If the U.S. Holder elects to include market discount in income currently, the accrued
market discount will be translated into U.S. dollars at the average exchange rate for the accrual period (or portion
thereof within the U.S. Holder's taxable year). Upon the receipt of an amount attributable to accrued market discount,
the U.S. Holder may recognise U.S. source exchange gain or loss (which will be taxable as ordinary income or loss)
determined in the same manner as for accrued interest or OID. A U.S. Holder that does not elect to include market
discount in income currently will recognise, upon the disposition or maturity of the Registered Note, the U.S. dollar
value of the amount accrued, calculated at the spot rate on that date, and no part of this accrued market discount will be
treated as exchange gain or loss.
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Bond Premium
Bond premium (including acquisition premium) on a Registered Note that is denominated in, or determined by reference
to, a foreign currency, will be computed in units of the foreign currency, and any such bond premium that is taken into
account currently will reduce interest income in units of the foreign currency. On the date bond premium offsets interest
income, a U.S. Holder may recognise U.S. source exchange gain or loss (taxable as ordinary income or loss) measured
by the difference between the spot rate in effect on that date, and on the date the Registered Notes were acquired by the
U.S. Holder. A U.S. Holder that does not elect to take bond premium (other than acquisition premium) into account
currently will recognise a market loss when the Registered Note matures.
Foreign Currency Contingent Registered Notes
General. Special rules apply to determine the accrual of OID, and the amount, timing, and character of any gain or loss
on a Contingent Registered Note that is denominated in, or determined by reference to, a foreign currency (a "Foreign
Currency Contingent Registered Note"). The rules applicable to Foreign Currency Contingent Registered Notes are
complex, and U.S. Holders are urged to consult their tax advisers concerning the application of these rules.
Under these rules, a U.S. Holder of a Foreign Currency Contingent Registered Note will generally be required to accrue
OID in the foreign currency in which the Foreign Currency Contingent Registered Note is denominated (i) at a yield at
which the Issuer would issue a fixed rate debt instrument denominated in the same foreign currency with terms and
conditions similar to those of the Foreign Currency Contingent Registered Note, and (ii) in accordance with a projected
payment schedule determined by the Issuer, under rules similar to those described above under "Contingent Payment
Debt Instruments". The amount of OID on a Foreign Currency Contingent Registered Note that accrues in any accrual
period will be the product of the comparable yield of the Foreign Currency Contingent Registered Note (adjusted to
reflect the length of the accrual period) and the adjusted issue price of the Foreign Currency Contingent Registered
Note. The adjusted issue price of a Foreign Currency Contingent Registered Note will generally be determined under the
rules described above, and will be denominated in the foreign currency of the Foreign Currency Contingent Registered
Note.
OID on a Foreign Currency Contingent Registered Note will be translated into U.S. dollars under translation rules
similar to those described above under "Foreign Currency Registered Notes – Interest". Any positive adjustment (i.e. if
the U.S. Holder purchases the Note for an amount less than the adjusted issue price, or if the actual payments are greater
than the projected payments) in respect of a Foreign Currency Contingent Registered Note for a taxable year will be
translated into U.S. dollars at the spot rate on the last day of the taxable year in which the adjustment is taken into
account. The amount of any negative adjustment on a Foreign Currency Contingent Registered Note (i.e. if the U.S.
Holder purchases the Note for an amount greater than the adjusted issue price, or if the projected payments are greater
than the actual payments) that is offset against accrued but unpaid OID will be translated into U.S. dollars at the same
rate at which such OID was accrued. To the extent a net negative adjustment exceeds the amount of accrued but unpaid
OID, the negative adjustment will be treated as offsetting OID that has accrued and been paid on the Foreign Currency
Contingent Registered Note, and will be translated into U.S. dollars at the spot rate on the date the Foreign Currency
Contingent Registered Note was acquired. Any net negative adjustment carry forward will be carried forward in the
relevant foreign currency.
Foreign Currency Exchange Rate Gain or Loss. A U.S. Holder will also recognise U.S. source exchange rate gain or
loss (taxable as ordinary income or loss) on the receipt of foreign currency in respect of a Foreign Currency Contingent
Registered Note. For purposes of determining the amount of exchange rate gain or loss, the amount received is
attributed first to any net positive adjustment that has not previously been taken into account, then to accrued but unpaid
interest (after reduction by any net negative adjustment that reduces accrued OID or that gives rise to an ordinary loss,
and attributed to the most recent period to the extent prior amounts have not already been attributed to such period), and
thereafter to principal. Any interest paid in a taxable year in which a net negative adjustment has reduced OID accruing
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in that year is treated as a payment of principal to the extent of such reduction. Generally, no exchange rate gain or loss
is recognised with respect to amounts received that are attributed to a net positive adjustment. The exchange rate gain or
loss in respect of amounts attributable to accrued OID will be equal to the difference, if any, between the amount
translated into U.S. dollars at the spot rate in effect on the date of receipt and the U.S. dollar value of the accrued OID
translated into U.S. dollars at the exchange rate at which the OID was accrued. The exchange gain or loss in respect of
amounts attributable to principal will be equal to the difference, if any, between the amount translated into U.S. dollars
on the spot rate in effect on the date of receipt and the amount translated into U.S. dollars at the spot rate in effect on the
date the Registered Note was acquired.
Sale or Retirement
Notes other than Foreign Currency Contingent Registered Notes. As discussed above under "Purchase, Sale and
Retirement of Registered Notes", a U.S. Holder will generally recognise gain or loss on the sale or retirement of a
Registered Note equal to the difference between the amount realised on the sale or retirement and its tax basis in the
Registered Note. A U.S. Holder's tax basis in a Registered Note that is denominated in a foreign currency will be
determined by reference to the U.S. dollar cost of the Registered Note. The U.S. dollar cost of a Registered Note
purchased with foreign currency will generally be the U.S. dollar value of the purchase price on the date of purchase or,
in the case of Registered Notes traded on an established securities market, as defined in the applicable Treasury
Regulations, that are purchased by a cash basis U.S. Holder (or an accrual basis U.S. Holder that so elects), on the
settlement date for the purchase.
The amount realised on a sale or retirement for an amount in foreign currency will be the U.S. dollar value of this
amount on the date of sale or retirement or, in the case of Registered Notes traded on an established securities market, as
defined in the applicable Treasury Regulations, sold by a cash basis U.S. Holder (or an accrual basis U.S. Holder that so
elects), on the settlement date for the sale. Such an election by an accrual basis U.S. Holder must be applied consistently
from year to year and cannot be revoked without the consent of the IRS.
A U.S. Holder will recognise U.S. source exchange rate gain or loss (taxable as ordinary income or loss) on the sale or
retirement of a Registered Note equal to the difference, if any, between the U.S. dollar values of the U.S. Holder's
purchase price for the Registered Note (or, if less, the principal amount of the Registered Note) (i) on the date of sale or
retirement and (ii) the date on which the U.S. Holder acquired the Registered Note. Any such exchange rate gain or loss
will be realised only to the extent of total gain or loss realised on the sale or retirement.
Foreign Currency Contingent Registered Notes. Upon a sale, exchange or retirement of a Foreign Currency Contingent
Registered Note, a U.S. Holder will generally recognise taxable gain or loss equal to the difference between the amount
realised on the sale, exchange or retirement and the U.S. Holder's tax basis in the Foreign Currency Contingent
Registered Note, both translated into U.S. dollars as described below. A U.S. Holder's tax basis in a Foreign Currency
Contingent Registered Note will equal (i) the cost thereof (translated into U.S. dollars at the spot rate on the date the
Note was acquired), (ii) increased by the amount of OID previously accrued on the Foreign Currency Contingent
Registered Note (disregarding any positive or negative adjustments reflecting the difference between actual payments
and projected payments and translated into U.S. dollars using the exchange rate applicable to such OID) and (iii)
decreased by the projected amount of all prior payments in respect of the Foreign Currency Contingent Registered Note.
The U.S. dollar amount of the projected payments described in clause (iii) of the preceding sentence is determined by (i)
first allocating the payments to the most recently accrued OID to which prior amounts have not already been allocated
and translating those amounts into U.S. dollars at the rate at which the OID was accrued and (ii) then allocating any
remaining amount to principal and translating such amount into U.S. dollars at the spot rate on the date the Foreign
Currency Contingent Registered Note was acquired bythe U.S. Holder. For this purpose, any accrued OID reduced by a
negative adjustment carry forward will be treated as principal. The basis is also increased or decreased, as appropriate,
to reflect positive or negative adjustments that a U.S. Holder must make to account for the difference between such U.S.
Holder's purchase price for the Note and the adjusted issue price of the Note at the time of the purchase. For this
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purpose, any negative adjustment allocable to OID is translated into U.S. dollars at the rate used to translate the OID
being offset, and any negative adjustment applicable to projected payments is translated into U.S. dollars at the spot rate
on the date the Foreign Currency Contingent Registered Note was acquired. Also, for this purpose, any positive
adjustment applicable to OID is translated into U.S. dollars at the rate used to translate the OID to which it relates (and
is treated as an additional accrual of OID under the above rules) and any positive adjustment applicable to a projected
payment is translated into U.S. dollars at the spot rate on the date the adjustment is taken into account.
The amount realised by a U.S. Holder upon the sale, exchange or retirement of a Foreign Currency Contingent
Registered Note will equal the amount of cash and the fair market value (determined in foreign currency) of any
property received. If a U.S. Holder holds a Foreign Currency Contingent Registered Note until its scheduled maturity,
the U.S. dollar equivalent of the amount realised will be determined by separating such amount realised into principal
and one or more OID components, based on the principal and OID comprising the U.S. Holder's basis, with the amount
realised allocated first to OID (and allocated to the most recently accrued amounts first) and any remaining amounts
allocated to principal. For this purpose, any amount added to a U.S. Holder's basis to account for the difference between
such U.S. Holder's purchase price for the Foreign Currency Contingent Registered Note and the adjusted issue price of
the Note at the time of purchase will be translated into U.S. dollars at the same rates at which they were translated for
purposes of determining basis. The U.S. dollar equivalent of the amount realised upon a sale, exchange or unscheduled
retirement of a Foreign Currency Contingent Registered Note will be determined in a similar manner, but will first be
allocated to principal and then any accrued OID (and will be allocated to the earliest accrued amounts first). Each
component of the amount realised will be translated into U.S. dollars using the exchange rate used with respect to the
corresponding principal or accrued OID. The amount of any gain realised upon a sale, exchange or unscheduled
retirement of a Foreign Currency Contingent Registered Note will be equal to the excess of the amount realised over the
holder's tax basis, both expressed in foreign currency, and will be translated into U.S. dollars using the spot rate on the
payment date. Gain from the sale or retirement of a Foreign Currency Contingent Registered Note will generally be
treated as interest income taxable at ordinary income (rather than capital gains) rates. Any loss will be ordinary loss to
the extent that the U.S. Holder's total OID inclusions to the date of sale or retirement exceed the total net negative
adjustments that the U.S. Holder took into account as ordinary loss, and any further loss will be capital loss. Gain or loss
realised by a U.S. Holder on the sale or retirement of a Foreign Currency Contingent Registered Note will generally be
U.S. source. Prospective purchasers should consult their tax advisers as to the foreign tax credit implications of the sale
or retirement of Foreign Currency Contingent Registered Notes.
A U.S. Holder will also recognise U.S. source exchange rate gain or loss (taxable as ordinary income or loss) on the sale
or retirement of a Foreign Currency Contingent Registered Note. Generally, this foreign currency exchange rate gain or
loss will be determined under the rules discussed above under “Foreign Currency Contingent Registered Notes –
Foreign Currency Exchange Rate Gain or Loss”. However, upon a sale, exchange, or unscheduled retirement of a
Foreign Currency Registered Note, the amount received, reduced by any net positive adjustment taken into account on
the sale or retirement, is allocated between principal and accrued OID by applying the amount received first to principal
(or in the case of a subsequent purchaser, the purchase price of the instrument in the foreign currency) and thereafter to
unpaid OID accrued while the U.S. Holder held the Note.
Disposition of Foreign Currency
Foreign currency received as interest on a Registered Note or on the sale or retirement of a Registered Note will have a
tax basis equal to its U.S. dollar value at the time the foreign currency is received. Foreign currency that is purchased
will generally have a tax basis equal to the U.S. dollar value of the foreign currency on the date of purchase. Any gain or
loss recognised on a sale or other disposition of a foreign currency (including its use to purchase Registered Notes or
upon exchange for U.S. dollars) will be U.S. source ordinary income or loss.
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U.S. Federal Income Tax Treatment of Certain Notes not Treated as Debt
The following summary may apply to certain Notes that are not treated as debt for U.S. federal income tax purposes,
and in particular certain Index Linked Redemption Notes and Equity Linked Notes. This summary does not discuss all
types of Notes that may not be treated as debt for U.S. federal income tax purposes. The applicable Final Terms or any
Prospectus or series prospectus will specify if the discussion below will apply to a particular Series or Tranche of
Notes. The U.S. federal income tax consequences of owning Notes that are not treated as debt for U.S. federal income
tax purposes and are not described below will be discussed, as appropriate, in the applicable Final Terms or any
Prospectus or series prospectus.
Forward Notes
General
A Note that provides for a payment in redemption at maturity that is based on the value of one or more Reference Items
(whether physically settled by delivery of those Reference Items or settled in cash) and does not provide for a current
coupon, may be identified as a "Forward Note" by the Issuer in the applicable Final Terms or any Prospectus or series
prospectus. A U.S. Holder of a Forward Note would generally be subject to the U.S. federal income tax consequences
discussed below.
Legislation was recently proposed in the U.S. House of Representatives that would require a holder of an instrument
such as a Forward Note to accrue interest income on a current basis in certain circumstances. In addition, the IRS and
the U.S. Department of Treasury have recently announced that they are considering whether the holder of an instrument
such as a Forward Note should be required to accrue ordinary income on a current basis. It is not possible to predict the
final form of any legislative or regulatory changes that might affect holders of instruments such as the Forward Notes,
but it is possible that any such changes could be applied retroactively. The IRS and U.S. Department of Treasury are
also considering other relevant issues, including whether gain or loss from these instruments should be treated as
ordinary or capital, whether foreign holders of these instruments should be subject to withholding tax on any deemed
income accruals, and whether the special constructive ownership rules of Section 1260 of the Code might be applied to
these instruments. Holders are urged to consult their tax advisers concerning the potential impact of these proposals. The
Issuer intends to treat the Forward Notes as described below, unless and until the Issuer determines, based on future
developments, that a different treatment is appropriate.
Characterisation
A Forward Note should constitute a prepaid forward contract for U.S. federal income tax purposes. Under current law,
U.S. Holders should not be required to recognise income or loss upon the acquisition of a Note, and U.S. Holders should
not be required to accrue income with respect to a Note over the life of the Note.
Purchase, Sale and Retirement
A U.S. Holder's tax basis in a Forward Note will generally be the Note's U.S. Dollar cost. The U.S. Dollar cost of a
Forward Note purchased with a foreign currency will generally be the U.S. Dollar value of the purchase price on the
date of purchase increased by the nominal exercise price, if any, paid by the U.S. Holder. A U.S. Holder will recognise
gain or loss on the sale or retirement for cash of a Forward Note equal to the difference between the amount of cash
received upon sale or retirement and the U.S. Holder's tax basis in the Note. Except as provided under "Constructive
Ownership Transactions" below, any gain or loss recognised on the sale or retirement of a Forward Note will be capital
gain or loss and will be long-term capital gain or loss if the U.S. Holder's holding period in the Note exceeds one year.
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Upon a retirement of a Forward Note by physical delivery of the Reference Items, a U.S. Holder will not be required to
recognise gain or loss at that time. A U.S. Holder will have a basis in the Reference Items equal to the U.S. Holder's
basis in the Forward Note. A U.S. Holder's holding period in the Reference Items will not include the U.S. Holder's
holding period in the Forward Notes.
Constructive Ownership Transactions
To the extent that a Forward Note is treated as a "constructive ownership transaction," any gain on disposition may be
treated as ordinary income and an interest charge may be imposed on a deemed underpayment of tax for each taxable
year during which the Note was held. For purposes of determining the interest charge, gain treated as ordinary income is
allocated to each such taxable year during which the Forward Note was held so that the amount of gain accrued from
each year to the next increases at a constant rate equal to the "applicable federal rate" (a rate published monthly by the
IRS based on prevailing Treasury yields) in effect at the time the Note is sold or redeemed.
A Note could be treated in whole or in part as a constructive ownership transaction if the issuer of a Reference Item and,
if the Reference Item is an index, possibly the issuer of any security included in that index, is treated for U.S. federal
income tax purposes as, among others, a passive foreign investment company, a partnership, a trust, or a common trust
fund.
The Issuer does not intend to determine whether the issuers of any Reference Item in fact fall in any of these categories.
Prospective purchasers should consult their tax advisers regarding the status of the Reference Items and the application
of the constructive ownership transaction rules to ownership of the Note.
Backup Withholding and Information Reporting
In general, payments of interest and accrued OID on, and the proceeds of a sale, redemption or other disposition of the
Registered Notes, payable to a U.S. Holder by a U.S. paying agent or other U.S. intermediary will be reported to the IRS
and to the U.S. Holder as may be required under applicable regulations. Backup withholding will apply to these
payments and to accruals of OID if the U.S. Holder fails to provide an accurate taxpayer identification number or
certification of exempt status or fails to report all interest and dividends required to be shown on its U.S. federal income
tax returns. Certain U.S. Holders (including, among others, corporations) are not subject to backup withholding. U.S.
Holders should consult their tax advisers as to their qualification for exemption from backup withholding and the
procedure for obtaining an exemption.
Reportable Transactions
A U.S. taxpayer that participates in a "reportable transaction" will be required to disclose this participation to the IRS.
The scope and application of these rules is not entirely clear. A U.S. Holder may be required to treat a foreign currency
exchange loss from the Notes as a reportable transaction if the loss exceeds U.S.$50,000 in a single taxable year, if the
U.S. Holder is an individual or trust, or higher amounts for other non-individual U.S. Holders. Pursuant to U.S. tax
legislation enacted in 2004, a penalty in the amount of U.S.$10,000 in the case of a natural person and U.S.$50,000 in
any other case is generally imposed on any taxpayer that fails to timely file an information return with the IRS with
respect to a transaction that is treated as a reportable transaction. In the event the acquisition, holding or disposition of
Registered Notes constitutes participation in a "reportable transaction" for purposes of these rules, a U.S. Holder may be
required to disclose its investment by filing Form 8886 with the IRS. In addition, the Issuer and its advisers may be
required to maintain a list of U.S. Holders, and to furnish this list and certain other information to the IRS upon written
request. Prospective purchasers are urged to consult their tax advisers regarding the application of these rules to the
acquisition, holding or disposition of Registered Notes.
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Part 2
Non-U.S. Holders
Except where indicated below, the discussion below assumes that Notes are properly treated as debt for U.S. federal
income tax purposes.
Under current U.S. federal income and estate tax law and subject to the discussion of backup withholding in the
following section:
(a)
(b)
(c)
Payments of principal, OID, and interest by the Issuer or any paying agent to any holder of a Note who is a
Non-U.S. Holder (as defined below) will not be subject to U.S. federal withholding tax, provided that, in the
case of amounts treated as interest or OID with respect to Notes issued with a maturity of more than 183 days,
(i) the amount of the payment is not determined by reference to any receipts, sales or other cash flow, income
or profits, change in value of any property (other than certain “actively traded property” described below) of, or
dividend or similar payment made by, the Issuer or a person related to the Issuer (except, among other things,
property held as a hedging transaction to manage interest rate or other currency fluctuations with respect to the
Notes) (a "Contingent Payment"), (ii) the holder does not actually or constructively own 10 per cent. or more
of the total combined voting power of all classes of stock of the Issuer entitled to vote, (iii) the holder is not for
U.S. federal income tax purposes a controlled foreign corporation related to the Issuer through stock
ownership, (iv) the holder is not a bank receiving interest described in Section 881(c)(3)(A) of the Code, and
(v) in the case of Registered Notes (A) the holder provides the Issuer or its paying agent with a properly
completed and executed IRS Form W-8BEN (or other applicable Form W-8) on which it certifies, under
penalties of perjury, that it is not a U.S. person, and (B) in the case of payments made to an intermediary, a
properly completed intermediary certification (such as an IRS Form W-8IMY) and any other required
documentation is provided by the intermediary to the Issuer or its paying agent. Principal, premium and
interest on a Note that are determined by reference to changes in the value of property, the yield on property, or
changes in any index based on such value or yield should not be Contingent Payments if the property is traded
on an exchange or inter-dealer market that satisfies the requirements necessary for the property to qualify as
"actively traded property" within the meaning of section 1092(d) of the Code.
A Non-U.S. Holder of a Note will generally not be subject to U.S. federal income tax on any gain or income
realised upon the sale, exchange, retirement or other disposition of a Note, provided that (i) in the case of Notes
issued with a maturity of more than 183 days, the conditions in section (a) above are satisfied and (ii) neither
the holder, nor a partner, fiduciary, settler or beneficiary of the holder if the holder is a partnership or an estate
or trust, or a person holding a power over an estate or trust administered by a fiduciary holder, is considered as
being or having been present or engaged in a trade or business in the United States or having or having had a
permanent establishment therein, or having a current or former relationship with the United States, including a
relationship as a citizen or resident thereof or based on an individual's presence in the United States for 183
days or more in the individual's taxable year.
A Note held by an individual who is a Non-U.S. Holder at the time of death will not be subject to U.S. federal
estate tax as a result of the individual's death if (i) at the time of the individual's death payments with respect to
the Note (i) would not have been effectively connected with a U.S. trade or business of the individual, and (ii)
would be eligible for the exception from U.S. federal withholding tax described in section (a) above (assuming
the certification requirements described in (a)(v) were met). However, it is possible that Notes that are not fully
principal protected held by an individual who is a Non-U.S. Holder at the time of death could be subject to U.S.
federal estate tax as a result of the individual's death, unless an applicable estate tax treaty provides otherwise.
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(d)
A beneficial owner of a Bearer Note or coupon that is a Non-U.S. Holder will not be required to disclose its
nationality, residence, or identity to the Issuer, a paying agent, or any U.S. governmental authority in order to
receive payment on the Note or coupon from the Issuer or a paying agent outside the United States (although
the beneficial owner of an interest in the temporary Global Note will be required to provide a Certificate of
Non-U.S. Beneficial Ownership in order to receive a beneficial interest in a Permanent Global Note or
definitive Notes and coupons and interest thereon).
For purposes of this discussion, "Non-U.S. Holder" means any corporation, partnership, individual or estate or trust
that, for U.S. federal income tax purposes, is (i) a foreign corporation, (ii) a foreign partnership all of whose partners are
Non-U.S. Holders, (iii) a non-resident alien individual or (iv) a foreign estate or trust all of whose beneficiaries are Non-
U.S. Holders.
For purposes of this discussion, “payments of principal, premium, and interest” mean payments made with respect to
Notes or Coupons that are treated as payments of principal, premium, OID, and interest for U.S. federal income tax
purposes. However, as discussed above, the proper characterisation of the Notes for federal income tax purposes is
uncertain. It is possible that payments made with respect to certain of the Notes, including in particular certain Index
Linked Redemption Notes, Credit Linked Notes and Equity Linked Notes, may not be treated as payments of principal,
premium, OID or interest for these purposes. Although the Issuer expects that payments made with respect to Notes
should not be subject to U.S. withholding tax (assuming all parties comply with the terms of the Programme, any
Prospectus or series prospectus and/or the applicable Final Terms, and any documents incorporated by reference) and
does not currently expect that withholding agents generally will withhold on payments under the Notes, it can provide
no assurance that withholding on payments under certain of the Notes, it can provide no assurance that withholding on
payments under the Notes will not be imposed. If the Issuer determines that withholding is appropriate with respect to
payments on a particular Note, the Issuer will so indicate in the applicable Final Terms or any Prospectus or series
prospectus. The Issuer (and its paying agents) reserves the right to make any withholding they determine is required by
applicable law.
Backup Withholding and Information Reporting
Unless the relevant Issuer or the paying agent has actual knowledge or reason to know that the holder or beneficial
owner, as the case may be, is a U.S. person (as defined in the Code), payments of principal, OID, and interest on Notes
made to a Non-U.S. Holder will not be subject to backup withholding, provided the Non-U.S. Holder provides the payer
with an IRS Form W-8, but interest and OID paid on Notes with a maturity of more than 183 days will be reported to
the IRS as required under applicable regulations.
Payments of principal, OID and interest on Bearer Notes made outside the United States to a Non-U.S. Holder by a non-
U.S. payor will not be subject to information reporting and backup withholding.
In addition, except as provided in the following sentence, if principal, OID or interest payments made with respect to
Bearer Notes are collected outside the United States on behalf of a beneficial owner of a Bearer Note by a foreign office
of a custodian, nominee or other agent who is not a U.S. Controlled Person, (as defined below), the custodian, nominee
or other agent will not be required to apply backup withholding to these payments when remitted to the beneficial owner
and will not be subject to information reporting. However, if the custodian, nominee or other agent is a U.S. Controlled
Person, payments collected by its United States or foreign office may be subject to information reporting and backup
withholding unless the custodian, nominee or other agent has in its records documentary evidence that the beneficial
owner is not a U.S. person or is otherwise exempt from information reporting, and it has no actual knowledge or reason
to know that any of the information or certifications associated with this documentation is incorrect.
Payments on the sale, exchange or other disposition of a Bearer Note made to or through a foreign office of a broker
will generally not be subject to information reporting or backup withholding. However, if the broker is a U.S. Controlled
Person, payments on the sale, exchange or other disposition of the Bearer Note made to or through a United States or
foreign office of the broker will be subject to information reporting unless the beneficial owner has furnished the broker
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with documentation upon which the broker can rely to treat the payment as made to a beneficial owner that is a foreign
person, and the broker has no actual knowledge or reason to know that any of the information or certifications
associated with this documentation is incorrect.
For purposes of this discussion, a "U.S. Controlled Person" means (i) a U.S. person (as defined in the Code), (ii) a
controlled foreign corporation for U.S. federal income tax purposes, (iii) a foreign person 50% or more of whose gross
income was effectively connected with the conduct of a United States trade or business for a specified three-year period,
or (iv) a foreign partnership, if at any time during its tax year, one or more of its partners are U.S. persons who, in the
aggregate, hold more than 50% of the partnership's income or capital interest or if, at any time during its tax year, it is
engaged in the conduct of a trade or business in the United States.
Any amounts withheld under the backup withholding rules may be allowed as a credit against the holder's U.S. federal
income tax liability, and may entitle the holder to a refund, provided that the required information is furnished to the
IRS.
Holders should consult their tax advisers regarding the application of information reporting and backup withholding to
their particular situations, the availability of an exemption therefrom, and the procedure for obtaining an exemption, if
available.
A holder of a Note with a maturity at issue of 183 days or less and a principal amount of at least $500,000 (or its foreign
currency equivalent based on the spot rate on the date of issue), by accepting the Note, will be deemed to represent and
warrant that it is not a United States person (other than an exempt recipient described in section 6049(b)(4) of the Code
and the regulations thereunder), and is not acting for or on behalf of any such person.
IRISH TAXATION
The Issuer is not resident or incorporated in Ireland, nor does it operate through a branch or agency in Ireland. No
register in respect of the Notes, nor any of the Notes themselves are to be physically located in Ireland. Neither the
Issuer nor any Dealer intends to offer any Notes in Ireland. The Issuer, and any Irish Paying Agent acting on behalf of
the Issuer, is not obliged, solely by virtue of the listing of the Notes on the regulated market of the Irish Stock Exchange,
to withhold any amount of Irish tax from payments under the Notes.
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CERTAIN ERISA CONSIDERATIONS
A purchase of Registered Notes by an employee benefit plan subject to the U.S. Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), or by any entity whose assets are treated as assets of such a plan, could result in
severe penalties or other liabilities for the purchaser or the Issuer. Each purchaser or transferee of a Registered Note
will be deemed to have represented by its purchase or receipt of the Registered Note that either (a) it is not an
"employee benefit plan" (as defined in Section 3(3) of ERISA) that is subject to Section 406 of ERISA, a "Plan"
described in Section 4975(e)(1) of the Code, or an entity whose underlying assets include "Plan Assets" by reason of
any such employee benefit plan's or Plan's investment in the entity or otherwise, or a governmental plan or church plan
which is subject to any federal, state or local law that is substantially similar to the provisions of Section 406 of ERISA
or Section 4975 of the Code or (b) its purchase, holding and disposition of the Registered Notes, or any interest therein,
will not constitute or result in a non-exempt Prohibited Transaction under Section 406 of ERISA and/or Section 4975 of
the Code (or, in the case of governmental plan or church plan, a violation of any substantially similar federal, state or
local law) by reason of an applicable or administrative exemption.
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SUBSCRIPTION AND SALE
Subject to the terms and on the conditions contained in the amended and restated Programme Agreement dated
14 January 2009 (the “Programme Agreement”) as amended and restated from time to time, between the Issuer and
the Permanent Dealers named therein (the “Permanent Dealers”), the Notes will be offered from time to time by the
Issuer to the Permanent Dealers. However, the Issuer has reserved the right to issue Notes directly on its own behalf to
Dealers that are not Permanent Dealers and who agree to be bound by the restrictions below. The Notes may be resold at
prevailing market prices, or at prices related thereto, at the time of such resale, as determined by the relevant Dealer.
The Notes may also be sold by the Issuer through the Dealers, acting as agents of the Issuer. The Programme Agreement
also provides for Notes to be issued in syndicated Tranches that are jointly and severally underwritten by two or more
Dealers.
The Issuer will pay each relevant Dealer a commission as agreed between the Issuer and the Dealer in respect of Notes
subscribed by it. The Issuer has agreed to reimburse the Arranger for its expenses incurred in connection with the
establishment of the Programme and the Dealers for certain of their activities in connection with the Programme. The
commissions in respect of an issue of Notes on a syndicated basis will be stated in the applicable Final Terms or
Prospectus.
The Issuer has agreed to indemnify the Dealers against certain liabilities in connection with the offer and sale of the
Notes. The Programme Agreement entitles the Dealers to terminate any agreement that they make to subscribe Notes in
certain circumstances prior to payment for such Notes being made to the Issuer.
United States
1. Registered Notes
The Notes have not been and will not be registered under the Securities Act and may not be offered or sold within the
United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the
registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by
Regulation S under the Securities Act ("Regulation S").
Each Dealer has agreed and each further Dealer appointed under the Programme will be required to agree that it will not
offer or sell Registered Notes (i) as part of their distribution at any time or (ii) otherwise until 40 days after the
completion of the distribution of an identifiable tranche of which such Registered Notes are a part, as determined and
certified to the Agent by such Dealer (or, in the case of an identifiable tranche of Registered Notes sold to or through
more than one Dealer, by each of such Dealers with respect to Registered Notes of an identifiable tranche purchased by
or through it, in which case the Agent shall notify such Dealer when all such Dealers have so certified), within the
United States or to, or for the account or benefit of, U.S. persons except to certain qualified institutional buyers in
reliance on Rule 144A, and it will have sent to each Dealer to which it sells Registered Notes during the distribution
compliance period (other than resales pursuant to Rule 144A) a confirmation or other notice setting out the restrictions
on offers and sales of the Registered Notes within the United States or to, or for the account or benefit of, U.S. persons.
Terms used in the preceding sentence have the meanings given to them by Regulation S.
The Registered Notes are being offered and sold outside the United States to non-U.S. persons in reliance on Regulation
S. The Amended and Restated Programme Agreement provides that the Dealers may directly or through their respective
U.S. broker-dealer affiliates arrange for the offer and resale of Registered Notes within the United States only to
qualified institutional buyers in reliance on Rule 144A.
In addition, until 40 days after the commencement of the offering of any identifiable tranche of Registered Notes, an
offer or sale of such Registered Notes within the United States by any dealer (whether or not participating in the offering
of such tranche of Registered Notes) may violate the registration requirements of the Securities Act if such offer or sale
is made otherwise than in accordance with Rule 144A.
93

This Base Prospectus has been prepared by the Issuer for use in connection with the offer and sale of Notes outside the
United States and for the resale of the Registered Notes in the United States and for the listing of Notes on the regulated
market of the Irish Stock Exchange. The Issuer and the Dealers reserve the right to reject any offer to purchase the
Registered Notes, in whole or in part, for any reason. This Base Prospectus does not constitute an offer to any person in
the United States or to any U.S. person other than any qualified institutional buyer within the meaning of Rule 144A to
whom an offer has been made directly by one of the Dealers or its U.S. broker-dealer affiliate. Distribution of this Base
Prospectus by any non-U.S. person outside the United States or by any qualified institutional buyer in the United States
to any U.S. person or to any other person within the United States, other than any qualified institutional buyer and those
persons, if any, retained to advise such non-U.S. person or qualified institutional buyer with respect thereto, is
unauthorised and any disclosure without the prior written consent of the Issuer of any of its contents to any such U.S.
person or other person within the United States, other than any qualified institutional buyer and those persons, if any,
retained to advise such non-U.S. person or qualified institutional buyer, is prohibited.
2. Bearer Notes
The Notes have not been and will not be registered under the Securities Act and may not be offered or sold within the
United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the
registration requirements of the Securities Act.
Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to
represent and agree, that it will not offer, sell or deliver Notes (i) as part of their distribution at any time or (ii) otherwise
until 40 days after the completion of the distribution, as determined and certified by the relevant Dealer or, in the case of
an issue of Notes on a syndicated basis, the relevant lead manager, of all Notes of the Tranche of which such Notes are a
part, within the United States or to, or for the account or benefit of, U.S. persons. Each Dealer has further agreed, and
each further Dealer appointed under the Programme will be required to agree, that it will send to each dealer to which it
sells any Notes during the distribution compliance period a confirmation or other notice setting forth the restrictions on
offers and sales of the Notes within the United States or to, or for the account or benefit of, U.S. persons. Terms used in
this paragraph have the meanings given to them by Regulation S under the Securities Act.
Until 40 days after the commencement of the offering of any Series of Notes, an offer or sale of such Notes within the
United States by any dealer (whether or not participating in the offering) may violate the registration requirements of the
Securities Act if such offer or sale is made otherwise than in accordance with an available exemption from registration
under the Securities Act.
Each issuance of Index Linked Interest Notes, Index Linked Redemption Notes, Credit Linked Notes or Dual Currency
Notes shall be subject to such additional U.S. selling restrictions as the Issuer and the relevant Dealer or Dealers may
agree as a term of the issuance and purchase of such Notes, which additional selling restrictions shall be set out in the
applicable Final Terms. Each relevant Dealer has agreed and each further Dealer appointed under the Programme will
be required to agree that it will offer, sell or deliver such Notes only in compliance with such additional U.S. selling
restrictions.
In addition:
(i)
(ii)
except to the extent permitted under U.S. Treas. Reg. §1.163-5(c)(2)(i)(D) (the “D Rules”), (a) each Dealer has
represented and agreed that it has not offered or sold, and during a 40-day restricted period will not offer or
sell, Notes to a person who is within the United States or its possessions or to a United States person, and (b)
has represented and agreed that it has not delivered and will not deliver within the United States or its
possessions definitive Notes that are sold during the restricted period;
each Dealer has represented and agreed that it has and throughout the restricted period will have in effect
procedures reasonably designed to ensure that its employees or agents who are directly engaged in selling
Notes are aware that such Notes may not be offered or sold during the restricted period to a person who is
within the United States or its possessions or to a United States person, except as permitted by the D Rules;
94

(iii)
(iv)
(v)
if it is a United States person, each Dealer has represented that it is acquiring the Notes for purposes of resale in
connection with their original issue and if it retains Notes for its own account, it will only do so in accordance
with the requirements of U.S. Treas. Reg. §1.163-5(c)(2)(i)(D)(6);
with respect to each affiliate that acquires Notes from it for the purpose of offering or selling such Notes during
the restricted period, each Dealer either (a) repeats and confirms the representations and agreements contained
in clauses (i), (ii) and (iii) on its behalf or (b) has agreed that it will obtain from such affiliate for the benefit of
the Issuer the representations and agreements contained in clauses (i), (ii) and (iii); and
each Dealer has represented and agreed that it has not and will not enter into any written contract (other than a
confirmation or other notice of the transaction) pursuant to which any other party to the contract (other than
one of its affiliates or another Dealer) has offered or sold, or during the restricted period will offer or sell, any
Notes, except where pursuant to the contract the Dealer has obtained or will obtain from that party, for the
benefit of the Issuer and the several Dealers, the representations contained in, and that party’s agreement to
comply with, the provisions of clauses (i), (ii), (iii) and (iv).
Terms used in clauses (i), (ii), (iii), (iv) and (v) have the meanings given to them by the U.S. Internal Revenue Code of
1986 and regulations thereunder, including the D Rules.
United Kingdom
Each Dealer has represented, warranted and agreed, and each further Dealer appointed under the Programme will be
required to represent, warrant and agree, that:
(i)
(ii)
(iii)
in relation to any Notes which have a maturity of less than one year (a) it is a person whose ordinary activities
involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes
of its business and (b) it has not offered or sold and will not offer or sell any Notes other than to persons (i)
whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their businesses or (ii) who it is reasonable to expect will acquire, hold,
manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of
the Notes would otherwise constitute a contravention of Section 19 of the Financial Services and Markets Act
2000 (the "FSMA") by the Issuer;
it has only communicated or caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment activity (within the meaning of section 21
of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which section
21(1) of the FSMA would not, if the Issuer was not an authorised person, apply to the Issuer; and
it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it
in relation to such Notes in, from or otherwise involving the United Kingdom.
Ireland
Each Dealer has represented, warranted and agreed and each further Dealer appointed under the Programme will be
required to represent, warrant and agree that:
(i)
(ii)
(iii)
it will not underwrite the issue of, or place, the Notes otherwise than in conformity with the provisions of the
European Communities (Markets in Financial Instruments) Regulations 2007 (Nos. 1 to 3) including, without
limitation, Regulations 7 and 152 thereof or any codes of conduct issued in connection therewith, and the
provisions of the Investor Compensation Act 1998;
it will not underwrite the issue of, or place, the Notes, otherwise than in conformity with the provisions of the
Central Banks Acts 1942 to 2004 (as amended) and any codes of conduct rules made under Section 117(1) of
the Central Bank Act 1998;
it will not underwrite the issue of, or place, or do anything in Ireland in respect of the Notes otherwise than in
95

conformity with the provisions of the Prospectus (Directive 2003/71/EC) Regulations 2005 and any rules
issued under Section 51 of the Investment Funds, Companies and Miscellaneous Provisions Act 2005 by the
Financial Regulator; and
(iv)
it will not underwrite the issue of, place, or otherwise act in Ireland in respect of the Notes, otherwise than in
conformity with the provisions of the Market Abuse (Directive 2003/6/EC) Regulations 2005 and any rules
issued under Section 34 of the Irish Investment Funds, Companies and Miscellaneous Provisions Act 2005 by
the Financial Regulator.
Japan
The Notes have not been and will not be registered under the Securities and Exchange Law of Japan (the “Securities
and Exchange Law”). Accordingly, each Dealer has represented, warranted and agreed, and each further Dealer
appointed under the Programme will be required to represent, warrant and agree, that it has not, directly or indirectly,
offered or sold and will not, directly or indirectly, offer to sell any Notes in Japan or to a resident of Japan except
pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and
Exchange Law and other relevant laws and regulations of Japan. As used in this paragraph, “resident of Japan” means
any person resident in Japan, including any corporation or other entity organised under the laws of Japan.
European Economic Area
In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive
(each, a “Relevant Member State”), each Dealer has represented and agreed, and each further Dealer appointed under
the Programme will be required to represent and agree, that with effect from and including the date on which the
Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not
made and will not make an offer of Notes which are the subject of the offering contemplated by this Base Prospectus as
contemplated by the final terms in relation thereto to the public in that Relevant Member State except that it may, with
effect from and including the Relevant Implementation Date, make an offer of such Notes to the public in that Relevant
Member State:
(a)
(b)
(c)
(d)
(e)
(f)
if the final terms in relation to the Notes specify that an offer of those Notes may be made other than pursuant
to Article 3(2) of the Prospectus Directive in that Relevant Member State (a “Non-exempt Offer”), following
the date of publication of a prospectus in relation to such Notes which has been approved by the competent
authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State
and notified to the competent authority in that Relevant Member State, provided that any such prospectus has
subsequently been completed by the final terms contemplating such Non-exempt Offer, in accordance with the
Prospectus Directive, in the period beginning and ending on the dates specified in such prospectus or final
terms, as applicable;
at any time to legal entities which are authorised or regulated to operate in the financial markets or, if not so
authorised or regulated, whose corporate purpose is solely to invest in securities;
at any time to any legal entity which has two or more of (1) an average of at least 250 employees during the
last financial year; (2) a total balance sheet of more than €43,000,000; and (3) an annual net turnover of more
than €50,000,000, as shown in its last annual or consolidated accounts;
at any time to fewer than 100 natural or legal persons (other than qualified investors as defined in the
Prospectus Directive) subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the
Issuer for any such offer;
at any time if the denomination per Note being offered amounts to at least €50,000; or
at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of Notes referred to in (b) to (e) above shall require the Issuer or any Dealer to publish a
prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the
96

Prospectus Directive. For the purposes of this provision, the expression an “offer of Notes to the public” in relation to
any Notes in any Relevant Member State means the communication in any form and by any means of sufficient
information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or
subscribe the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus
Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC and includes
any relevant implementing measure in each Relevant Member State.
General
These selling restrictions may be modified by the agreement of the Issuer and the Dealers. Any such modification will
be set out in the Final Terms or Prospectus issued in respect of the issue of Notes to which it relates or in a supplement
to this Base Prospectus.
No action has been taken in any jurisdiction that would permit a public offering of any of the Notes, or possession or
distribution of this Base Prospectus or any other offering material or any Final Terms or any Prospectus, in any country
or jurisdiction where action for that purpose is required.
Each Dealer has agreed that it will, to the best of its knowledge and belief, comply with all relevant laws and regulations
in each jurisdiction in which it purchases, offers, sells or delivers Notes or has in its possession or distributes this Base
Prospectus, any other offering material or any Final Terms or any Prospectus and neither the Issuer nor any other Dealer
shall have responsibility therefor.
97

TRANSFER RESTRICTIONS FOR REGISTERED NOTES
Restricted Notes
Each purchaser of Restricted Notes within the United States pursuant to Rule 144A, by accepting delivery of this Base
Prospectus, will be deemed to have represented, agreed and acknowledged that:
(1) It is (a) a qualified institutional buyer within the meaning of Rule 144A (“QIB”), (b) acquiring such Restricted
Notes for its own account or for the account of a QIB and (c) aware, and each beneficial owner of such
Restricted Notes has been advised, that the sale of such Restricted Notes to it is being made in reliance on Rule
144A.
(2) It understands that such Restricted Notes have not been and will not be registered under the Securities Act and
may not be offered, sold, pledged or otherwise transferred except (a) in accordance with Rule 144A to a person
that it and any person acting on its behalf reasonably believes is a QIB purchasing for its own account or for
the account of a QIB, (b) in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S or
(c) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if
available), in each case in accordance with any applicable securities laws of any State of the United States. No
representation can be made as to the availability of the exemption provided by Rule 144 under the Securities
Act for resales of the Notes.
(3) It understands that the Certificates or the DTC Restricted Global Certificate, as the case may be, representing
such Restricted Notes will bear a legend to the following effect:
“THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR WITH ANY SECURITIES
REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES
AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN
ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT THE
HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, (2) IN AN
OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S
UNDER THE SECURITIES ACT OR (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), IN EACH
CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE
EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT FOR RESALES OF THIS
CERTIFICATE.”
(4) The Issuer the Registrar, the Dealers and their affiliates, and others will rely upon the truth and accuracy of the
foregoing acknowledgements, representations and agreements. If it is acquiring any Restricted Notes for the
account of one or more QIBs it represents that it has sole investment discretion with respect to each such
account and that it has full power to make the foregoing acknowledgements, representations and agreements on
behalf of each such account.
(5) It understands that the Restricted Notes offered in reliance on Rule 144A will be represented by the DTC
Restricted Global Certificate. Any interest in the DTC Restricted Global Certificate may be offered, sold,
pledged or otherwise transferred to a person who takes delivery in the form of an interest in a Regulation S
Global Certificate in accordance with the procedures of the clearing systems and in compliance with applicable
securities laws.
Prospective purchasers are hereby notified that sellers of Registered Notes may be relying on the exemption from
the provisions of Section 5 of the Securities Act provided by Rule 144A.
98

Unrestricted Notes
Each purchaser of Unrestricted Notes outside the United States pursuant to Regulation S and each subsequent purchaser
of such Unrestricted Notes in resales prior to the expiration of the distribution compliance period, by accepting delivery
of this Base Prospectus and the Unrestricted Notes, will be deemed to have represented, agreed and acknowledged that:
(1) It is, or at the time Unrestricted Notes are purchased will be, the beneficial owner of such Unrestricted Notes
and (a) it is not a U.S. person and it is located outside the United States (within the meaning of Regulation S)
and (b) it is not an affiliate of the Issuer or a person acting on behalf of such an affiliate.
(2) It understands that such Unrestricted Notes have not been and will not be registered under the Securities Act
and that, prior to the expiration of the distribution compliance period, it will not offer, sell, pledge or otherwise
transfer such Unrestricted Notes except (a) in accordance with Rule 144A under the Securities Act to a person
that it and any person acting on its behalf reasonably believe is a QIB purchasing for its own account or the
account of a QIB or (b) in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S, in
each case in accordance with any applicable securities laws of any State of the United States.
(3) It understands that such Unrestricted Notes, unless otherwise determined by the Issuer in accordance with
applicable law, will bear a legend to the following effect:
“THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR WITH ANY SECURITIES REGULATORY
AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT
BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES
EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT”.
(4) The Issuer, the Registrar, the Dealers and their affiliates, and others will rely upon the truth and accuracy of the
foregoing acknowledgements, representations and agreements.
(5) It understands that the Unrestricted Notes offered in reliance on Regulation S will be represented by a
Regulation S Global Certificate. Any interest in the Regulation S Global Certificate may be offered, sold,
pledged or otherwise transferred to a person who takes delivery in the form of an interest in the DTC Restricted
Global Certificate in accordance with the applicable procedures of the clearing systems and in compliance with
applicable securities laws.
General
For as long as any Registered Notes are outstanding, the Issuer has agreed that any holder of Registered Notes or
prospective purchaser designated by such holder of Registered Notes will have the right to obtain from the Issuer during
any period in which the Issuer is neither subject to Section 13 or 15(d) of the Exchange Act, nor exempt from reporting
pursuant to Rule 12g3-2(b) thereunder, upon request, the information required by Rule 144A(d)(4) under the Securities
Act.
99

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

RESTRICTIONS ON OFFERS AND SALES OF THE NOTES AND DISTRIBUTION OF THESE FINAL TERMS
AND THE BASE PROSPECTUS [AND THE SUPPLEMENTAL PROSPECTUS], SEE “SUBSCRIPTION AND
SALE” IN THE BASE PROSPECTUS.
[THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE
COMMISSION, ANY STATE SECURITIES COMMISSION IN THE UNITED STATES OR ANY OTHER U.S.
REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR
ENDORSED THE MERITS OF THE OFFERING OF NOTES OR THE ACCURACY OR THE ADEQUACY OF
THESE FINAL TERMS OR THE BASE PROSPECTUS [OR ANY SUPPLEMENTAL PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.]
[NOTICE TO NEW HAMPSHIRE RESIDENTS: NEITHER THE FACT THAT A REGISTRATION STATEMENT
OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW
HAMPSHIRE REVISED STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A
SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW
HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY
DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY
SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR
A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE
MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSONS,
SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY
PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE
PROVISIONS OF THIS PARAGRAPH.]
[insert any applicable risk factors for a particular series of Notes]
[Include whichever of the following apply or specify as “Not Applicable”. Note that the numbering should remain as set
out below, even if “Not Applicable” is indicated for individual paragraphs or sub-paragraphs. Italics denote guidance
for completing the Final Terms.]
[When completing any final terms, or adding any other final terms or information, consideration should be given as to
whether such terms or information constitute “significant new factors” and consequently trigger the need for a
supplement to the Base Prospectus under Article 16 of the Prospectus Directive.]
1. Issuer: JPMorgan Chase & Co.
2. [(i)] Series Number: [ ]
[(ii) Tranche Number: [ ]
(If fungible with an existing Series, details
of that Series, including the date on which
the Notes become fungible)
3. Specified Currency or Currencies: [ ]
4. Aggregate Nominal Amount of Notes admitted to
trading:
[(i)] Series: [ ]
[(ii) Tranche: [ ]]
5. [(i) Issue Price: [ ] per cent. of the Aggregate Nominal
Amount [plus accrued interest from [insert
date] (in the case of fungible issues only, if
applicable)
[(ii)] Net Proceeds: [ ] (required for listed issues only)]
6. (i) Specified Denominations: [ ] [[and integral multiples of [ ]
above such minimum Specified
Denomination] [specify if applicable,
102

Registered Notes only]
[of at least €50,000 (or the equivalent of
such amounts in another currency as at the
date of issue of the Notes)]
[of U.S.$500,000 (if Bearer Notes with a
maturity of 183 days or less)]
[of U.S.$100,000 if Restricted Notes]
[of £100,000 if Notes have a maturity of less
than one year from their date of issue or its
equivalent in any other currency]
[N.B. If an issue of Notes is (i) NOT
admitted to trading on a European
Economic Area exchange and (ii) only
offered in the European Economic Area in
circumstances where a prospectus is not
required to be published under the
Prospectus Directive, the €50,000 minimum
denomination is not required.]
(ii) Calculation Amount: [If only one Specified Denomination, insert
the Specified Denomination. If more than
one Specified Denomination, inset the
highest common factor]
7. [(i)] Issue Date: [ ]
[(ii)] Interest Commencement Date: [ ]
8. Maturity Date: [specify date or (for Floating Rate Notes)
Interest Payment Date falling in or nearest
to the relevant month and year]
9. Interest Basis: [[ ] per cent. Fixed Rate]
[LIBOR/EURIBOR [specify reference rate]
+/— [ ] per cent. Floating Rate]
[Zero Coupon]
[Credit Linked Interest]
[Index Linked Interest]
[Other (specify)]
(further particulars specified below)
10. Redemption/Payment Basis: [Redemption at par]
[Index Linked Redemption]
[Credit Linked]
[Dual Currency]
[Partly Paid]
[Instalment]
[Other (specify)]
[N.B. If the Final Redemption Amount is
less than 100 per cent. of the nominal value,
the Notes will constitute derivative
securities for the purposes of the Prospectus
Directive and the requirement of Annex XII
to the Prospectus Directive Regulation
No.809/2004 will apply and the Issuer will
be required to prepare and, once it has been
approved by the Financial Regulator,
publish a supplement to the Base
Prospectus.]
11. Change of Interest or Redemption/Payment Basis: [Specify details of any provision for
convertibility of Notes into another Interest
or Redemption/Payment basis]
12. Put/Call Options: [Investor Put]
[Issuer Call]
[(further particulars specified below)]
103

13. [(i)] Status of the Notes: Senior
[(ii) Date Board approval for issuance of Notes [ ] (N.B. Only relevant where Board (or
obtained:
similar) authorisation is required for the
particular Tranche of Notes)
14. Method of distribution: [Syndicated/Non-syndicated]
Provisions Relating to Interest (if any) Payable
15. Fixed Rate Note Provisions [Applicable/Not Applicable]
(If not applicable, delete the remaining subparagraphs
of this paragraph)
(i) Rate[(s)] of Interest: [ ] per cent. per annum
[payable[annually/semi- annually/ quarterly/
monthly/specify other] in arrear]
(ii) Interest Payment Date(s): [ ] in each year [adjusted in accordance
with [specify Business Day Convention and
any applicable Business Centre(s) for the
definition of “Business Day”]/not adjusted]
(iii) Fixed Coupon Amount[(s)]: [ ] per Calculation Amount
(iv) Broken Amount(s): [Insert particulars of any initial or final
broken interest amounts which do not
correspond with the Fixed Coupon
Amount[(s)]]
(v) Day Count Fraction: [30/360/Actual/Actual (ICMA
/ ISDA)/ other specify]
(vi) Determination Dates: [ ] in each year. [Insert regular interest
payment dates, ignoring issue date or
maturity date in the case of a long or short
first or last coupon. N.B. This will need to
be amended in the case of regular interest
payment dates which are not of equal
duration. N.B. only relevant where Day
Count Fraction is Actual/Actual (ICMA)]
(vii) Other terms relating to the method of
calculating interest for Fixed Rate Notes:
[Not Applicable/give details]
16. Floating Rate Note Provisions [Applicable/Not Applicable] (If not
applicable, delete the remaining subparagraphs
of this paragraph)
(i) Interest Period(s)/Specified Period(s): [ ]/ [ ]
(ii) Specified Interest Payment Dates: [ ]
(iii) Business Day Convention: [Floating Rate Convention/Following
Business Day Convention/Modified
Following Business Day
Convention/Preceding Business Day
Convention/ other (give details)]
(iv) Additional Business Centre(s): [ ]
(v) Manner in which the Rate(s) of Interest is/are [Screen Rate Determination/ ISDA
(vi)
to be determined:
Party responsible for calculating the Rate(s) of
Interest and Interest Amount(s) (if not the
Calculation Agent):
Determination/other (give details)]
[JPMorgan Chase Bank National
Association (acting through its London
Branch) /specify other]
(vii) Screen Rate Determination:
— Reference Rate: [ ]
(Either LIBOR, EURIBOR or other,
although additional information is required
if other - including fallback provisions in
104

the Agency Agreement)
— Interest Determination Date(s): [ ]
(Second London business day prior to the
start of each Interest Period if LIBOR
(other than Sterling or euro LIBOR), first
day of each Interest Period if Sterling
LIBOR and the second day on which the
TARGET2 System is open prior to the start
of each Interest Period if EURIBOR or euro
LIBOR)
— Relevant Screen Page: [ ]
(In the case of EURIBOR, if not Reuters
Page EURIBOR 01 ensure it is a page
which shows a composite rate or amend the
fallback provisions appropriately)
(viii) ISDA Determination
— Floating Rate Option: [ ]
— Designated Maturity: [ ]
— Reset Date: [ ]
(ix) Margin(s): [+/-][ ] per cent. per annum
(x) Minimum Rate of Interest: [ ] per cent. per annum
(xi) Maximum Rate of Interest: [ ] per cent. per annum
(xii) Day Count Fraction: [Actual/Actual
Actual/Actual-ISDA
Actual/365 (Fixed)
Actual/360
30/360
30E/360
30E/360 (ISDA)
Actual/Actual (ICMA)
Other] [specify]]
(xiii) Fall back provisions, rounding provisions, [ ]
denominator and any other terms relating to
the method of calculating interest on Floating
Rate Notes, if different from those set out in
the Conditions:
17. Zero Coupon Note Provisions [Applicable/Not Applicable]
(If not applicable, delete the remaining subparagraphs
of this paragraph)
(i) [Amortisation/Accrual] Yield: [ ] per cent. per annum
(ii) Reference Price: [ ]
(iii) Any other formula/basis of determining [ ]
(iv)
amount payable:
Day Count Fraction in relation to Early
Redemption Amounts and late payment:
18. Index Linked Interest Note/Other variable- linked
interest Note Provisions
[Conditions 5(e) and 5(k) apply [or specify
others]
[Applicable/Not Applicable]
(If not applicable, delete the remaining subparagraphs
of this paragraph)
(i) Index/Formula/other variable: [Give or annex details]
(ii) Calculation Agent responsible for calculating
the interest due:
[JPMorgan Chase Bank National
Association (acting through its London
Branch) /specify other]
105

(iii)
(iv)
(v)
Provisions for determining Coupon where
calculation by reference to Index and/or
Formula and/or other variable:
Determination Date(s):
Provisions for determining Coupon where
calculation by reference to Index and/or
Formula and/or other variable is impossible or
impracticable or otherwise disrupted:
[ ]
[need to include a description of market
disruption events and adjustment
provisions]
(vi) Interest Period(s): [ ]
(vii) Specified Interest Payment Dates: [ ]
(viii) Business Day Convention: [Floating Rate Convention]
[Following Business Day Convention]
[Modified Following Business Day
Convention]
[Preceding Business Day Convention]
[specify other]
(ix) Additional Business Centre(s): [ ]
(x) Minimum Rate of Interest: [ ] per cent. per annum
(xi) Maximum Rate of Interest: [ ] per cent. per annum
(xii) Day Count Fraction: [ ]
(xiii) Withholding Tax: [Not Applicable/give details]
19. Dual Currency Note Provisions [Applicable/Not Applicable] (If not
applicable, delete the remaining subparagraphs
of this paragraph)
(i) Rate of Exchange/Method of calculating Rate [Give details]
(ii)
of Exchange:
Calculation Agent, if any, responsible for
calculating the principal and/or interest due:
(iii) Provisions applicable where calculation by
reference to Rate of Exchange impossible or
impracticable:
(iv) Person at whose option Specified
Currency(ies) is/are payable:
[JPMorgan Chase Bank National
Association (acting through its London
Branch) /specify other]
[Need to include a description of market
disruption events and adjustment
provisions]
[ ]
(v) Withholding Tax: [Not Applicable/give details]
Provisions Relating to Redemption
20. Issuer Call [Applicable/Not Applicable] (If not
applicable, delete the remaining subparagraphs
of this paragraph)
(i) Optional Redemption Date(s): [ ]
(ii) Optional Redemption Amount(s) of each Note [ ] per Calculation Amount
and method, if any, of calculation of such
amount(s):
(iii) If redeemable in part:
(a) Minimum Redemption Amount: [ ] per Calculation Amount
(b) Maximum Redemption Amount: [ ] per Calculation Amount
(iv) Notice period: [ ] (N.B. If setting notice periods which
are different to those provided in the
Conditions, the Issuer is advised to consider
the practicalities of distribution of
information through intermediaries, for
example, clearing systems and custodians,
as well as any other notice requirements
which may apply, for example, as between
the Issuer and the Agent)
106

(v) Issuer’s Option Period (if applicable): [Applicable/Not Applicable] (If applicable,
give details)
21. Investor Put [Applicable/Not Applicable] (If not
applicable, delete the remaining subparagraphs
of this paragraph)
(i) Optional Redemption Date(s): [ ] per Calculation Amount
(ii) Optional Redemption Amount(s) of each Note [ ] per Calculation Amount
and method, if any, of calculation of such
amount(s):
(iii) Notice period: [ ]
(N.B. If setting notice periods which are
different to those provided in the
Conditions, the Issuer is advised to consider
the practicalities of distribution of
information through intermediaries, for
example, clearing systems and custodians,
as well as any other notice requirements
which may apply, for example, as between
the Issuer and the Agent)
(iv) Noteholders’ Option Period (if applicable): [Applicable/Not Applicable] (If applicable,
give details)
22. Final Redemption Amount of each Note
In cases where the Final Redemption Amount is Index
Linked or other variable-linked:
[[ ] per Calculation Amount.
(N.B. If the Final Redemption Amount is
other than 100% of the nominal value the
Notes will be derivative securities for the
purposes of the Prospectus Directive and
the requirements of Annex XII to the
Prospectus Directive Regulation will
apply.)
(i) Index/Formula/variable: [give or annex details]
(ii)
(iii)
Calculation Agent responsible for calculating
the Final Redemption Amount:
Provisions for determining Final Redemption
Amount where calculated by reference to
Index and/or Formula and/or other variable:
[JPMorgan Chase Bank National
Association (acting through its London
Branch) /specify other]
[ ]
(iv) Determination Date(s): [ ]
(v)
Provisions for determining Final Redemption
Amount where calculation by reference to
Index and/or Formula and/or other variable is
impossible or impracticable or otherwise
disrupted:
[ ]
(vi) Payment Date: [ ]
(vii) Minimum Final Redemption Amount: [ ]
(viii) Maximum Final Redemption Amount: [ ]
23. Early Redemption Amount
(i) Early Redemption Amount(s) of each Note
payable on redemption on event of default (or
[ ]
(NB: for Credit Linked Notes, consider
107

(ii)
in the case of Index Linked Redemption
Notes, following an Index Adjustment Event
in accordance with Condition 5(g)(iii) or other
early redemption and/or the method of
calculating the same (if required or if different
from that set out in the Conditions):
Unmatured Coupons to become void upon
early redemption (Bearer Notes only)
including hedging costs as an amount to be
deducted from the applicable Early
Redemption Amount)
[ ]
(Condition 8):
24. Index Linked Redemption Notes: [Applicable/Not Applicable]
(If not applicable, delete the remaining subparagraphs
of this paragraph)
(i)
(ii)
Whether the Notes relate to a basket of indices
or a single index, the identity of the relevant
Index/Indices and details of the relevant
sponsors:
Calculation Agent responsible for making
calculations pursuant to Condition 4:
(iii) Exchange(s): [ ]
[Basket of Indices/Single Index]
[(Give or annex details)]
[JPMorgan Chase Bank National
Association (acting through its London
Branch) /specify other]
(v) Redemption Amount: [Express per Calculation Amount/Not
Applicable]
[if Not Applicable:
[Call Index Linked Redemption Notes/Put
Index Linked Redemption Notes]]
(vi) Valuation Date: [ ]
(vii) Valuation Time: [Condition 5(h) applies/other]
(viii) Strike Price: [ ]
(ix) Disrupted Day: [Applicable/Not Applicable]
(If Applicable consider provisions for
calculation of the Reference Price if a
Disrupted Day occurs included in Condition
5(g) and if not appropriate insert
appropriate provisions)
(x) Multiplier for each Index comprising the [Insert details/Not Applicable]
basket:
(xi) Other terms or special conditions: [ ]
25. Credit Linked Notes [Applicable/Not Applicable]
(If not applicable, delete the remaining subparagraphs
of this paragraph)
(i) Reference Entity or Entities: [ ]
(ii) Credit Event(s): [ ]
(iii) Calculation Agent responsible for determining
the occurrence of a Credit Event(s) and
amount payable/deliverable in the event of
redemption resulting from such Credit
Event(s):
(iv)
Relevant provisions on the occurrence of a
Credit Event(s):
(v) Other terms or special conditions: [ ]
Payments/Physical Delivery
26. Additional Financial Centre(s) or other special
provisions relating to Payment Dates:
[JPMorgan Chase Bank National
Association (acting through its London
Branch) /specify other]
[ ] (NB: Amendments will be required
to the Conditions (including Conditions 4
and 5))
[Not Applicable/give details]
(Note that this item relates to the place of
payment and not Interest Period end dates
to which items 15(ii), 16(iv) and 18(v)
108

elate]]
27. Physical Delivery: [Applicable/Not Applicable]
(If not applicable, delete the remaining subparagraphs
of this paragraph)
(i) Relevant Assets: [ ]
(ii) Asset Amount: [Express per Calculation Amount
(iii) Cut-Off Date: [ ]
(iv) Delivery provisions for Asset Amount: [ ]
(v) other terms or special conditions: [ ] 1
General Provisions Applicable to the Notes
28. Form of Notes: [Bearer Notes/Registered Notes]
[include the following for Bearer Notes
having an original maturity of more than
183 days]
[Temporary Global Notes exchangeable for:
(a) Permanent Global Notes on or after the
Exchange Date and upon certification of
non-U.S. beneficial ownership; or (b)
definitive Bearer Notes upon an Exchange
Event, each as set out in the Terms and
Conditions. Permanent Global Notes
exchangeable for definitive Bearer Notes at
the request of any holder or upon an
Exchange Event, as set out in the Terms and
Conditions]
[include the following for Bearer Notes
having an original maturity of up to 183
days]
[Temporary Global Notes exchangeable for:
(a) Permanent Global Notes on or after the
Exchange Date and upon certification of
non-U.S. beneficial ownership; or (b)
definitive Bearer Notes upon an Exchange
Event, each as set out in the Terms and
Conditions. Permanent Global Notes
exchangeable for definitive Bearer Notes
only upon an Exchange Event, as set out in
the Terms and Conditions]
[include the following for Registered Notes
as applicable]
[Temporary Regulation S Global
Certificates exchangeable for Permanent
Regulation S Global Certificates on or after
the Exchange Date and upon certification of
non-U.S. beneficial ownership. Permanent
1
N.B. If the Notes are in Registered Form and “passthrough” Notes the “Record Date” in Condition 6(b) should be amended to the date on
which the relevant payment, either scheduled or not, was received by the Issuer.
109

Regulation S Global Certificates
exchangeable for definitive Certificates only
upon an Exchange Event.]
[DTC Restricted Global Certificate
available on Issue Date]
[Certificates available on Issue Date]
29. Talons for future Coupons or Receipts to be attached to
Definitive Notes (and dates on which such Talons
mature):
[Yes/No. If yes, give details]
30. Details relating to Partly Paid Notes: amount of each [Not Applicable/give details]
payment comprising the Issue Price and date on which
each payment is to be made and consequences (if any)
of failure to pay, including any right of the Issuer to
forfeit the Notes and interest due on late payment:
31. Details relating to Instalment Notes:
(i) Instalment Amount(s): [Not Applicable/give details]
(ii) Instalment Date(s): [Not Applicable/give details]
32. Redenomination, renominalisation and reconventioning
provisions:
33. New Global Note: [Yes] [No]
[Not Applicable/The provisions in
Condition 6(d) apply (in relation to
redenomination only)/give details]
34. Consolidation provisions: [Not Applicable/give details]
35. Other final terms or special conditions: [Not Applicable/give details]
(When adding any other final terms,
consideration should be given as to whether
such terms or information constitute
“significant new factors” and consequently
trigger the need for a supplement to the
Base Prospectus under Article 16 of the
Prospectus Directive.)
Distribution
36. (i) If syndicated, names of Managers: [Not Applicable/give names]
(ii) Stabilising Manager(s) (if any): [Not Applicable/give name]
37. If non-syndicated, name of Dealer: [Not Applicable/give name [and address if
listed]
38. Whether TEFRA D rules applicable or TEFRA rules
not applicable:
[TEFRA D rules applicable/TEFRA rules
not applicable]
39. Additional selling restrictions: [Not Applicable/give details]
General
40. Additional steps that may only be taken following
approval by an Extraordinary Resolution in accordance
with Condition 12:
[Not Applicable/give details]
[LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required for issue and admission to trading on the [regulated market of the
Irish Stock Exchange] of the Notes described herein pursuant to the U.S.$14,000,000,000 Structured Euro Medium
Term Note Programme of JPMorgan Chase & Co.]
RESPONSIBILITY
110

[Subject as provided below] [t/T]he Issuer accepts responsibility for the information contained in these Final Terms. [[
] has been extracted from [ ]. The Issuer confirms that such information has been accurately reproduced and that, so
far as it is aware, and is able to ascertain from information published by [ ], no facts have been omitted which
would render the reproduced inaccurate or misleading.]
Signed on behalf of the Issuer:
By: ----------------------------------------------------
Duly authorised
[The information (the “Reference Information”) on the Reference Items is more particularly described in the Annex
hereto and has been extracted from [ ]. The Reference Information consists only of extracts from, or summaries
of, information which is publicly available. The Issuer accepts responsibility that the Reference Information has been
correctly reproduced or summarised and confirms that, as far as the Issuer is aware and able to ascertain from such
information, no facts have been omitted which would render the reproduced information inaccurate or misleading. No
further or other responsibility (express or implied) in respect of the Reference Information is accepted by the Issuer.]*
* To be deleted if the Annex does not contain Reference Information as appropriate in relation to each Tranche.
111

PART B — OTHER INFORMATION
1. LISTING
(i) Listing: [Ireland/other (specify)/None]
(ii) Admission to trading: [Application has been made for the Notes to be
admitted to trading on [ ] with effect from [ ].
[Not Applicable.]
(Where documenting a fungible issue, indicate
whether original Notes are already admitted to
trading.)
(iii)
2. RATINGS
Estimate of total expenses relating to
admission to trading:
[ ]
Ratings:
3. [NOTIFICATION
[The Notes to be issued have been rated:
[S & P: [ ]]
[Moody’s: [ ]]
[Fitch: [
]]/[The Notes will not be rated]
(The above disclosure should reflect the rating
allocated to Notes of the type being issued under the
Programme generally or, where the issue has been
specifically rated, that rating.)
The Irish Financial Regulatory Services Authority in the Republic of Ireland [has been requested to
provide/has provided — include first alternative for an issue which is contemporaneous with the
establishment or update of the Programme and the second alternative for subsequent issues]
the[include names of competent authorities of host Member States] with a certificate of approval
attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive.]
4. [INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER]
Need to include a description of any interest, including conflicting ones, that is material to the
issue/offer, detailing the persons involved and the nature of the interest. May be satisfied by the
inclusion of the following statement: “[Save as discussed in the section headed “Subscription and Sale”
in the Base Prospectus] so far as the Issuer is aware, no person involved in the offer of the Notes has an
interest material to the offer.”]
(When adding any other description, consideration should be given as to whether such matters
described constitute “significant new factors” and consequently trigger the need for a supplement to
the Base Prospectus under Article 16 of the Prospectus Directive.)
5. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
[(i) Reasons for the offer: [Not Applicable]/[ ] (See “Use of
Proceeds” wording in Base Prospectus — if
reasons for offer different from making profit
and/or hedging certain risks will need to
include those reasons here.)]
112

[(ii)] Estimated net proceeds: [Not Applicable]/ [ ]
(If proceeds are intended for more than one use
will need to split out and present in order of
priority. If proceeds insufficient to fund all
proposed uses state amount and sources of
other funding.)
[(iii)] Estimated total expenses: [Not Applicable]/ [ ]
6. [FIXED RATE NOTES ONLY — YIELD
Indication of yield: [ ]
[Include breakdown of expenses.] (If the Notes
are derivative securities to which Annex XII of
the Prospectus Directive Regulation applies it
is only necessary to include disclosure of net
proceeds and total expenses at (ii) and (iii)
above where disclosure is included at (i)
above.)
Calculated as [include details of method of
calculation in summary form] on the Issue
Date.
As set out above, the yield is calculated at the
Issue Date on the basis of the Issue Price. It is
not an indication of future yield.]
7. [INDEX LINKED OR OTHER VARIABLE-LINKED NOTES ONLY — PERFORMANCE OF
INDEX/FORMULA/OTHER VARIABLE AND OTHER INFORMATION CONCERNING THE
UNDERLYING
Need to include details of where past and future performance and volatility of the index/formula/other
variable can be obtained. Where the underlying is an index need to include the name of the index and a
description if composed by the Issuer and if the index is not composed by the Issuer need to include
details of where the information about the index can be obtained. Where the underlying is not an index
need to include equivalent information.]
8. [DUAL CURRENCY NOTES ONLY — PERFORMANCE OF RATE[S] OF EXCHANGE
Need to include details of where past and future performance and volatility of the relevant rate[s] can
be obtained.]
9. POST ISSUANCE INFORMATION
[The Issuer will not provide any post-issuance information with respect to the Reference Item unless
required to do so by law or regulation]
10. OPERATIONAL INFORMATION
(i) ISIN: [ ]
(ii) Common Code: [ ]
(iii)
Any clearing system(s) other than Euroclear Bank
S.A./N.V. and Clearstream Banking Société
Anonyme and the relevant identification number(s):
[Not Applicable/give name(s) and
number(s) and addresses]
(iv) Delivery: Delivery [against/free of] payment
113

(v)
Names and addresses of additional Paying Agent(s)
(if any):
[ ]
(vi) Registrar: [Not Applicable/The Bank of New
York Mellon/specify other]
(vii)
10. GENERAL
Intended to be held in a manner which would allow
Eurosystem eligibility:
[Yes] [No]
[Note that the designation “yes”
simply means that the Notes are
intended upon issue to be deposited
with one of the International Central
Securities Depositories as Common
Safekeeper and does not necessarily
mean that the Notes will be recognised
as eligible collateral for Eurosystem
monetary policy and intra-day credit
operations by the Eurosystem either
upon issue or at all times during their
life. Such recognition will depend
upon satisfaction of the Eurosystem
eligibility criteria.] [include this text if
“yes” is selectioned in which case the
Notes must be issued in NGN form]
The aggregate nominal amount of Notes issued has been
translated into U.S. dollars at the rate of [ ], producing a
sum of (for Notes not denominated in U.S. dollars):
[Not Applicable/U.S.$[ ]]
[For Bearer Notes with a maturity of more than 183 days: ANY UNITED STATES PERSON (AS DEFINED IN THE
INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE
SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTIONS 165(J) AND 1287(A) OF THE INTERNAL REVENUE CODE OF THE
UNITED STATES.]
OR
[For Bearer Notes with a maturity of 183 days or less: BY ACCEPTING THIS OBLIGATION, THE HOLDER
REPRESENTS AND WARRANTS THAT IT IS NOT A UNITED STATES PERSON (OTHER THAN AN EXEMPT
RECIPIENT DESCRIBED IN SECTION 6049(B)(4) OF THE INTERNAL REVENUE CODE OF THE UNITED
STATES AND THE REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR ON BEHALF OF
A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(B)(4)
OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).]
OR
[For Restricted Notes: “THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR WITH ANY SECURITIES
REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE
WITH RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT THE HOLDER AND ANY PERSON
ACTING ON ITS BEHALF REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
114

QUALIFIED INSTITUTIONAL BUYER, (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (3) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE), IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES. NO REPRESENTATION CAN BE MADE AS TO THE
AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT FOR
RESALES OF THIS CERTIFICATE.”
[Delete as appropriate]
115

GENERAL INFORMATION
1. This Base Prospectus has been approved pursuant to authority granted by resolutions the Board of Directors of
JPMorgan Chase on 18 January 2007 and 16 September 2008 and resolutions of the Borrowings Committee of
JPMorgan Chase on 5 January 2009. The Programme was established on 15 December 2005. The aggregate
nominal amount of Notes that may be issued under the Programme may be up to U.S.$14,000,000,000 (or the
equivalent in other currencies) outstanding at any one time as of the date hereof, and Notes will be issued
thereunder pursuant to authority granted by the foregoing resolutions.
2. For so long as Notes may be issued pursuant to this Base Prospectus, copies of the Restated Certificate of
Incorporation, as amended; By-Laws of JPMorgan Chase; each of the documents incorporated by reference in
this Base Prospectus; the Agency Agreement (incorporating the forms of the temporary global, permanent
global and definitive Notes); the Programme Agreement; and this Base Prospectus and all Final Terms or
Prospectuses and other Supplements to this Base Prospectus may be obtained in physical form, at the offices of
the Paying Agent in London, England and the Paying Agent in Ireland. This Base Prospectus can also be
viewed in electronic form on the website of the Financial Regulator at www.financialregulator.ie
3. The financial statements as of 31 December 2007 and 2006 and for each of the three years in the period ended
31 December 2007 and management’s assessment of the effectiveness of internal control over financial
reporting (which is included in Management’s Report on Internal Control over Financial Reporting) as of 31
December 2007 incorporated by reference herein, have been audited by PricewaterhouseCoopers LLP, an
independent registered public accounting firm, as stated in their report appearing therein.
PricewaterhouseCoopers LLP is an independent registered public accounting firm within the meaning of the
applicable rules and regulations adopted by the SEC and the Public Company Accounting Oversight Board
(United States). PricewaterhouseCoopers LLP is a member of the American Institute of Certified Public
Accountants and is registered with the Public Company Accounting Oversight Board.
4. Except as disclosed in this Base Prospectus, including the information incorporated by reference herein, there
has been no material adverse change in the prospects of JPMorgan Chase since 31 December 2008.
5. Except as disclosed in this Base Prospectus, including the information incorporated by reference herein, there
has been no significant change in the financial or trading position of JPMorgan Chase and its subsidiaries taken
as a whole since 31 December 2008.
6. Except as disclosed in this Base Prospectus, including the information incorporated by reference herein, neither
JPMorgan Chase nor any of it subsidiaries is or has been involved in any governmental, legal or arbitration
proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware)
during the 12 months preceding the date of this Base Prospectus which may have or have had in the recent past
significant effects, in the context of the issue of the Notes, on the financial position or profitability of
JPMorgan Chase and/or its subsidiaries.
7. The issue price and the amount of the relevant Notes will be determined at the time of the offering of each
Tranche based on then prevailing market conditions. The Issuer does not intend to provide any post-issuance
information in relation to any issues of Notes.
8. The Notes have been accepted for clearance through the Euroclear and Clearstream, Luxembourg systems. The
appropriate Common Code and ISIN for each Tranche allocated by Euroclear and Clearstream, Luxembourg
and details of any other agreed clearance system will be contained in the applicable Final Terms or Prospectus.
Transactions will normally be effected for settlement not earlier than three days after the date of the
transaction.
9. The address of Euroclear is 1 Boulevard du Roi Albert II, B-1210 Brussels, Belgium and the address of
Clearstream, Luxembourg is 42 Avenue JF Kennedy L-1855 Luxembourg. The address of any alternative
clearing system will be specified in the applicable Final Terms or Prospectus.
116

10. No websites that are cited or referred to in this Base Prospectus shall be deemed to form part of, or to be
incorporated by reference into, this Base Prospectus.
11. The requirements of Ireland and other member states of the European Union pursuant to the Directive
2004/109/EC of the European Parliament and of the Council on the harmonisation of transparency
requirements with regard to information about issuers whose securities are admitted to trading on a regulated
market, the EU Transparency Directive (Directive 2004/109/EC), may be determined by the Issuer in its sole
discretion, to be unduly burdensome. In particular, the Issuer may be required to publish financial statements
in the EU prepared in accordance with, or reconciled to, International Financial Reporting Standards. In such
circumstances the Issuer may decide, in consultation with the relevant Dealer or, as the case may be, the Lead
Manager, to seek an alternative listing for the Notes on a stock exchange outside the European Union.
117

THE ISSUER
JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017-2070, U.S.A.
ARRANGER
J.P. Morgan Securities Ltd.
125 London Wall
London EC2Y 5AJ
DEALERS
J.P. Morgan Securities Ltd.
125 London Wall
London EC2Y 5AJ
LEGAL ADVISERS
J.P. Morgan Securities Inc.
270 Park Avenue
New York, New York 10017-2070, U.S.A.
To the Arranger and Dealers
as to English Law
Simmons & Simmons
CityPoint
One Ropemaker Street
London EC2Y 9SS
To the Arranger and Dealers
as to US Law
Milbank, Tweed, Hadley & McCloy
LLP
10 Gresham Street
London EC2V 7JD
To the Arranger and Dealers
as to Irish Law
A&L Goodbody
25/28 North Wall Quay
IFSC
Dublin 1
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM TO JPMORGAN CHASE & CO.
PricewaterhouseCoopers LLP
300 Madison Avenue
New York, New York 10017, U.S.A.
PRINCIPAL ISSUING, PAYING AND TRANSFER AGENT
The Bank of New York Mellon
One Canada Square
Canary Wharf
London E14 5AL
CALCULATION AGENT
JPMorgan Chase Bank, National Association, acting through its London Branch
125 London Wall
London EC2Y 5AJ
IRISH PAYING AGENT
BNY Financial Services PLC
4 th Floor, Hanover Building
Windmill Lane
Dublin 2, Ireland
LUXEMBOURG REGISTRAR
AND TRANSFER AGENT
The Bank of New York (Luxembourg) S.A.
Aerogolf Centre, 1A Hoehenhof
L-1736 Senningerberg
Luxembourg
NEW YORK CITY REGISTRAR
AND EXCHANGE AGENT
The Bank of New York Mellon
101 Barclay Street
New York, NY 10286
U.S.A.
IRISH LISTING AGENT
The Bank of New York Mellon
One Canada Square
Canary Wharf
London E14 5AL