Exhibit 4(r)(2)


 





PAYING AGENT, REGISTRAR & TRANSFER
AGENT AND

AUTHENTICATING AGENT AGREEMENT


 


THIS AGREEMENT is dated as of April 18,
2016, and shall remain in effect thereafter, among JPMorgan Chase Financial Company LLC, a Delaware limited liability company (the
“Issuer”), JPMorgan Chase & Co., a Delaware corporation (the “Guarantor”), Deutsche Bank
Trust Company Americas, a New York banking corporation as trustee under the Note Indenture (as defined below) (the “Note
Trustee”), The Bank of New York Mellon, a New York banking corporation, in each of its capacities hereunder (“BNY
Mellon”) and The Bank of New York Mellon, London Branch, in each of its capacities hereunder (“BNY Mellon London”
and, together with BNY Mellon, each, an “Agent” and collectively, the “Agents”).


 


WITNESSETH:


 


WHEREAS, the Issuer, the Guarantor and the
Note Trustee have entered into an Indenture, dated as of February 19, 2016 (as may be supplemented or amended from time to time,
the “Note Indenture”), pursuant to which the Issuer may issue its unsecured debentures, notes or other evidences
of indebtedness to be issued in one or more series (the “Notes”);


 


WHEREAS, the Notes are fully and unconditionally
guaranteed by the Guarantor;


 


WHEREAS, the Issuer and the Guarantor wish
to appoint (a) BNY Mellon as paying agent, registrar and transfer agent under the Note Indenture with respect to Notes for which
The Depository Trust Company shall initially act as the Depositary pursuant to Section 2.04 of the Note Indenture (with respect
to BNY Mellon, the “Relevant Securities”) and (b) BNY Mellon London as paying agent, registrar and transfer
agent under the Note Indenture with respect to Notes for which a foreign clearing agency (such as Euroclear Bank SA/NV and/or Clearstream
Banking, S.A., Luxembourg) shall initially act as the Depositary pursuant to Section 2.04 of the Note Indenture (with respect to
BNY Mellon London, the “Relevant Securities”);


 


WHEREAS, the Issuer, the Guarantor and the
Note Trustee wish to appoint each Agent as authenticating agent under the Note Indenture with respect to the Relevant Securities
with respect to such Agent;


 


WHEREAS, all things necessary to make this
Agreement a valid agreement according to the terms of the Note Indenture have been done;


 


NOW, THEREFORE, the Issuer, the Guarantor,
the Note Trustee and each Agent, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
hereby mutually covenant and agree as follows:


 




     


     


    

Section
1. Paying Agents.  (a) Appointment. In accordance with and subject to Section 3.04 of the Note Indenture,
the Issuer and the Guarantor hereby appoint each Agent, and each Agent hereby accepts such appointment, to act, on the terms and
conditions specified herein, as paying agent in connection with any series of the Relevant Securities with respect to such Agent
issued under the Note Indenture, unless the parties hereto otherwise agree to the contrary.


 


(b)    
Availability of Funds. The Issuer or the Guarantor shall assure that funds are available to the Agent not later than
10:00 a.m. New York City time on or prior to each due date of the principal of or interest on the Notes of any series in immediately
available funds sufficient to pay the principal of, and interest on, each of the Notes of such series (together with any additional
amounts payable pursuant to the terms of such Notes). If funds are being paid to BNY Mellon London, such funds shall, unless otherwise
agreed in writing by the Issuer and BNY Mellon London, be made available to it one day prior to the applicable payment date. The
Issuer or the Guarantor, as the case may be, shall promptly notify the Note Trustee of any failure to take such action. When used
herein, the terms “principal” and “interest” shall have the meanings ascribed to them in Section 1.01 of
the Note Indenture.


 


(c)    
Application of Funds; Return of Unclaimed Funds. Until used or applied as herein provided and except as otherwise
provided in the terms of any series of Notes, all funds made available to the relevant Agent hereunder shall be held for the purposes
for which they were received but need not be segregated from other funds except to the extent required by law. Any moneys remaining
unclaimed at the end of two years after the date on which such principal, interest or additional amounts with respect to Notes
of any series shall, upon written request of the Issuer or the Guarantor, as the case may be, be repaid to the Issuer or the Guarantor,
as the case may be.


 


(d)    
Agreements with the Note Trustee. Each Agent shall (i) hold all sums received by it as such agent for the payment
of the principal of or interest on the Notes of any series (whether such sums have been paid to it by the Issuer, the Guarantor
or by any other obligor on the Notes of such series) in trust for the benefit of the holders of the Notes of such series or the
Coupons appertaining thereto, if any, and (ii) give the Note Trustee notice of any failure by the Issuer, the Guarantor or by any
other obligor on the Notes of such series to make any payment of the principal of or interest on the Notes when the same shall
be due and payable.


 


(e)    
No Agency Relationship. In acting under this Agreement or in connection with any series of Notes issued under either
Indenture, each Agent is acting solely as agent of the Issuer and the Guarantor and shall not assume any relationship of agency
or trust for or with any holder of such Notes, except that all funds held by an Agent for payment of principal of or interest on
the Notes shall be held in trust by it and applied to payments of the relevant Notes subject to the limitations set forth herein
and in the terms of such Notes.


 




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Section
2. Registrars and Transfer Agents. (a) Appointment. The Issuer and the Guarantor hereby appoint each Agent,
and each Agent hereby accepts such appointment, to act, on the terms and conditions specified herein, as registrar and transfer
agent in connection with any series of the Relevant Securities with respect to such Agent issued under the Note Indenture, unless
the parties hereto otherwise agree to the contrary.


 


(b)    
Rights and Obligations. Each Agent shall have the same rights and obligations with respect to the registration and
transfer of any series of the Relevant Securities with respect to such Agent that the Issuer has outstanding, as provided under
Sections 2.08 and 3.02 of the Note Indenture.


 


Section
3. Authenticating Agents. (a) Appointment. In accordance with and subject to Section 6.13 of the Note Indenture,
the Issuer, the Guarantor and the Note Trustee hereby appoint each Agent, and each Agent hereby accepts such appointment, to act,
on the terms and conditions specified herein, as authenticating agent on behalf of the Note Trustee to authenticate the Relevant
Securities with respect to such Agent, including such Relevant Securities issued upon exchange, registration of transfer, partial
redemption or pursuant to Section 2.09 of the Note Indenture, unless the parties hereto otherwise agree to the contrary.


 


(b)    
Representation and Warranty of Each Agent. Each Agent hereby represents and warrants that it is, and at all times
during which this Agreement is in effect will be, (i) a corporation organized and doing business under the laws of the United States
of America or of any State, (ii) authorized under such laws to exercise corporate trust powers, (iii) an institution having a combined
capital and surplus of at least $50,000,000 (determined as provided in Section 6.09 of the Note Indenture) and (iv) subject to
supervision or examination by Federal or State authority.


 


(c)    
Authorized Representatives. From time to time the Issuer will furnish each Agent with a certificate or similar form
of evidence of the Issuer demonstrating the incumbency of officers authorized to execute Notes and Issuer Orders on behalf of the
Issuer (an “Authorized Representative”). Until an Agent receives a subsequent incumbency certificate or similar
form of evidence of the Issuer, such Agent shall be entitled to rely on the last such certificate or similar form of evidence delivered
to it for purposes of determining the Authorized Representatives.


 


(d)    
Reliance on an Issuer Order. No authenticating agent hereunder shall incur liability to the Issuer in acting hereunder
on instructions which the recipient believed in good faith to have been given by an Authorized Representative.


 


Section
4. Liability. None of the Agents and their respective officers and employees shall be liable for any act or omission
hereunder except in the case


 




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of gross negligence or willful misconduct. The duties and obligations
of the Agents and their respective officers and employees shall be determined by the express provisions of this Agreement, and
they shall not be liable except for the performance of such duties and obligations as are specifically set forth herein, and no
implied covenants shall be read into this Agreement against them. Each Agent may consult with counsel and shall be fully protected
in any action taken in good faith in reliance on the advice of counsel. None of the Agents and their respective officers and employees
shall be required to ascertain whether any issuance or sale of Notes (or any amendment or termination of this Agreement) has been
duly authorized or is in compliance with any other agreement to which the Issuer is a party (whether or not the relevant Agent
is also a party of such other agreement). Each Agent may conclusively rely and shall be protected in acting or refraining from
acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document reasonably believed by it to be genuine and to have
been signed or presented by the proper party or parties. No Agent shall be liable for any action taken, suffered, or omitted to
be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred
upon it by the relevant Indenture.


 


Section
5. Indemnification. The Issuer and the Guarantor, jointly and severally, agree to indemnify and hold harmless each
Agent and its directors, officers, employees and agents from and against any and all liabilities (including liability for penalties),
losses, claims, damages, actions, suits, judgments, demands, costs and expenses (including reasonable legal fees and expenses)
relating to or arising out of or in connection with its or their performance under this Agreement, except to the extent that they
are caused by the gross negligence or willful misconduct of such Agent. The foregoing indemnity includes, but is not limited to,
any action taken or omitted in good faith within the scope of this Agreement upon telephone, telecopier or other electronically
transmitted instructions, if authorized herein, received from or believed by the relevant Agent in good faith to have been given
by an Authorized Representative. In no event shall any Agent be liable for special, indirect or consequential loss or damage of
any kind whatsoever (including but not limited to lost profits) even if such Agent has been advised of the likelihood of such loss
or damage and regardless of the form of action. This indemnity shall survive the resignation or removal of such Agent and the satisfaction
or termination of this Agreement.


 


Section
6. The Note Trustee. The Note Trustee shall be afforded all of the rights, powers, protections, immunities and indemnities
set forth in the Note Indenture as if such rights, powers, immunities and indemnities were specifically set forth herein.


 


Section
7. Compensation of Each Agent. The Issuer and the Guarantor, jointly and severally, agree to promptly pay the compensation
of each Agent at such rates as shall be agreed upon from time to time and to reimburse such Agent its out-of-pocket expenses (including
reasonable legal fees and


 




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expenses), disbursements and advances incurred or made in accordance
with any provisions of this Agreement. The obligations of the Issuer and the Guarantor to each Agent pursuant to this Section shall
survive the resignation or removal of such Agent and the satisfaction or termination of this Agreement.


 


Section
8. Notices. Notices and other communications hereunder shall be in writing and shall be addressed as follows, or
to such other addresses as the parties hereto shall specify from time to time, or by fax or email communication in a PDF format:


 


(i)       if
to the Issuer:


 


JPMorgan Chase Financial Company
LLC

383 Madison Avenue, Floor 21

New York, New York 10179

Attention: Patrick Dempsey

Phone: (212) 622-8007

Fax: (917) 849-4715


 


(ii)       if
to the Guarantor:


 


JPMorgan Chase & Co.

270 Park Avenue

New York, New York 10017

Attention: Irene Apotovsky

Phone: (212) 834-4808

Fax: (212) 270-0819


 


(iii)       if
to BNY Mellon:


 


The Bank of New York Mellon

as Paying Agent, Registrar & Transfer Agent and Authenticating Agent

Corporate Trust

101 Barclay Street – 7E

New York, New York 10286

Attention: Corporate Finance Department / J. Espinola

Phone:(212) 815-5362

Fax:(212) 815-5595


 


(iv)       if
to BNY Mellon London:


 


The Bank of New York Mellon, London
Branch

as Paying Agent, Registrar & Transfer Agent and Authenticating Agent

Corporate Trust Services

One Canada Square

London, E14 5AL


 




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(v)       if
to the Note Trustee:


 


Deutsche Bank Trust Company Americas

Trust & Agency Services

60 Wall Street, 16th Floor

MS: NYC60-1630

New York, New York 10005

Attention: Corporates Team Deal Manager – JPMorgan Chase Financial Company LLC

Fax:(732) 578-4635


 


with a copy to:


 


Deutsche Bank Trust Company Americas

c/o Deutsche Bank National Trust Company

Trust & Agency Services

100 Plaza One, 6th Floor

MS: JCY03-0699

Jersey City, New Jersey 07311

Attention: Corporates Team Deal Manager – JPMorgan Chase Financial Company LLC

Fax:(732) 578-4635


 


Section
9. Resignation or Removal of an Agent. (a) Resignation by an Agent. Subject to Section 9(c), each Agent may
at any time resign in its capacity as any agent designated hereunder by giving written notice to the Issuer and the Guarantor (and,
in the case of resignation in its capacity as an authenticating agent, to the Note Trustee) of such intention on its part, specifying
the date on which its desired resignation shall become effective; provided, however, that such date shall be not less than
three months after the giving of such notice by such Agent to the Issuer and the Guarantor and, if applicable, to the Note Trustee.


 


(b)    
Removal by Issuer and the Guarantor. The Issuer and the Guarantor may at any time remove any Agent in its capacity
as any agent designated hereunder by giving written notice to such Agent specifying such capacity upon which the removal relates
and the date upon which it is intended to become effective.


 


(c)    
Effective Date. Such resignation or removal shall take effect on the date of the appointment by the Issuer and the
Guarantor (and if applicable, the Note Trustee) of a successor agent and the acceptance of such appointment by such successor agent.
In the event of resignation by an Agent in any capacity, if a successor agent has not been appointed by the Issuer and the Guarantor
within three months after the giving of notice by such Agent of its intention to resign in such capacity, such Agent may, at the
expense of the Issuer and the Guarantor, petition any court of competent jurisdiction for appointment of a successor agent.


 




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Section
10. Information and Document to Be Delivered. In order to comply with the laws, rules, regulations and executive
orders in effect from time to time applicable to banking institutions, including, without limitation, those relating to the funding
of terrorist activities and money laundering, including Section 326 of the USA PATRIOT Act of the United States (“Applicable
Law”), the Note Trustee is required to obtain, verify, record and update certain information relating to individuals and
entities that maintain a business relationship with the Note Trustee. Accordingly, each of the parties agree to provide to the
Note Trustee, upon its request from time to time, such identifying information and documentation as may be available for such party
in order to enable the Note Trustee to comply with Applicable Law.


 


Section
11. Benefit of Agreement. This Agreement is solely for the benefit of the parties hereto, their successors and assigns,
and no other person shall acquire or have any right under or by virtue hereof.


 


Section
12. Notes Held by an Agent. Each Agent, in its individual or other capacity, may become the owner or pledgee of the
Notes with the same rights it would have if it were not acting as a paying agent, a registrar and transfer agent or an authenticating
agent hereunder.


 


Section
13. Governing Law. This Agreement is to be delivered and performed in the State of New York, and shall be construed
and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of New York.


 


Section
14. Counterparts. This Agreement may be executed by the parties hereto in any number of counterparts, and by each
of the parties hereto in separate counterparts. Each such counterpart, when so executed and delivered, shall be deemed to be an
original, but all such counterparts shall together constitute but one and the same instrument.


 


Section
15. Capitalized Terms. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to
them in the Note Indenture.


 


SECTION 16. Merger, Conversion, Consolidation
or Succession to Business of Preference Security Paying Agent. Subject to Section 9(b) hereof, any person into which any Agent
may be merged or converted or with which it may be consolidated, or any person resulting from any merger, conversion or consolidation
to which any Agent shall be a party, or any person succeeding to all or substantially all of the corporate trust business of any
Agent shall be the successor of such Agent in each capacity hereunder; provided that such person shall be otherwise qualified
and eligible under this Agreement, without the execution or filing of any paper or any further act on the part of any of the parties
hereto.


 




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SECTION 17. No Knowledge of Amendments
to the Note Indenture. Each Agent, in each of its capacities hereunder, shall not be deemed to have any knowledge of any amendments
to the Sections of the Note Indenture referenced herein after the date hereof, and any amendments to the Sections of the Note Indenture
referenced herein after the date hereof will not modify the duties or obligations of any Agent unless and until a copy of such
amendment has been furnished to such Agent at its address specified herein.


 


SECTION 18. Waiver of Jury Trial.
Each of the Issuer, the Guarantor, EACH AGENT AND the Note Trustee hereby irrevocably waives,
to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or
relating to this agreement.


 


SECTION
19. Force Majeure. In no event shall any Agent be responsible or liable for any failure or delay in the performance
of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without
limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes
or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services;
it being understood that each Agent shall use reasonable efforts that are consistent with accepted practices in the banking industry
to resume performance as soon as practicable under the circumstances.


 




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IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be executed on their behalf by their officers thereunto duly authorized, all as of the date and year first
above written.


 


	 	JPMORGAN CHASE FINANCIAL COMPANY LLC
	 	 
	 	 
	 	By:	/s/ Patrick Dempsey
	 	 	Name:	Patrick Dempsey
	 	 	Title:	Treasurer & Managing Director



 

	 	JPMORGAN CHASE & CO.
	 	 
	 	 
	 	By:	/s/ Irene Apotovsky
	 	 	Name:	 Irene Apotovsky
	 	 	Title:	 Managing Director



 

	 	THE BANK OF NEW YORK MELLON
	 	 
	 	 
	 	By:	/s/ Francine Kincaid
	 	 	Name:	Francine Kincaid
	 	 	Title:	Vice President



 

	 	THE BANK OF NEW YORK MELLON, LONDON BRANCH
	 	 
	 	 
	 	By:	/s/ Dina White
	 	 	Name:	Dina White
	 	 	Title:	Vice President



 

	 	DEUTSCHE BANK TRUST COMPANY

AMERICAS as Note Trustee
	 	 
	 	 
	 	By:	/s/ Linda Reale
	 	 	Name:	Linda Reale
	 	 	Title:	Vice President



 

	 	By:	/s/ Robert S. Peschler
	 	 	Name:	Robert S. Peschler
	 	 	Title:	Vice President




 


 


 






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