Exhibit 4(a)(5)


 


 


 


 





 



 


 


 


 


 


JPMORGAN
CHASE & CO.



AND



DEUTSCHE BANK TRUST COMPANY AMERICAS

(f/k/a Bankers Trust Company), as Trustee





Fourth Supplemental Indenture





dated as of December 5, 2014





TO THE INDENTURE DATED

AS OF MAY 25, 2001





 ____________________


 



 


 


 


 


 





 



 





 








    	 



    	 



    

THIS FOURTH
SUPPLEMENTAL INDENTURE, dated as of December 5, 2014 between JPMORGAN CHASE & CO., a Delaware corporation (the “Issuer”),
and DEUTSCHE BANK TRUST COMPANY AMERICAS (f/k/a Bankers Trust Company), a New York banking corporation, as Trustee (the “Trustee”).


 


W I T N E
S S E T H :


 


WHEREAS,
the Issuer and the Trustee are parties to that certain Indenture dated as of May 25, 2001, as supplemented by the First Supplemental
Indenture dated as of April 9, 2008, the Second Supplemental Indenture dated as of November 14, 2011 and the Third Supplemental
Indenture dated as of September 24, 2014 (as amended, supplemented or otherwise modified, the “Indenture”);


 


WHEREAS,
the Issuer established and on October 31, 2014 issued its Floating Rate Notes due October 31, 2019 (CUSIP: 48127DNW4) (the “October
31, 2014 Notes”);


 


WHEREAS,
Section 8.01 of the Indenture provides that, without the consent of the holders of the October 31, 2014 Notes, the Issuer, when
authorized by a resolution of its Board of Directors (which resolution may provide general terms or parameters for such action
and may provide that the specific terms of such action may be determined in accordance with or pursuant to an Issuer Order), and
the Trustee may enter into supplemental indentures to the Indenture for the purpose of making provisions in regard to such matters
arising under the Indenture as the Issuer may deem necessary and desirable which do not materially and adversely affect the interests
of the holders of the October 31, 2014 Notes;


 


WHEREAS,
the Issuer desires to modify certain provisions of the October 31, 2014 Notes to correct the Initial Redemption Date of the October
31, 2014 Notes and the Redemption Dates of the October 31, 2014 Notes, which corrections do not materially and adversely affect
the interests of the holders of the October 31, 2014 Notes;


 


WHEREAS,
the entry into this Fourth Supplemental Indenture by the parties hereto is in all respects authorized by the provisions of the
Indenture; and


 


WHEREAS,
all things necessary to make this Fourth Supplemental Indenture a valid agreement of the Issuer and the Trustee according to its
terms and a valid supplement to the Indenture have been done;


 


NOW, THEREFORE:


 


In consideration
of the premises and the purchases of the October 31, 2014 Notes by the holders thereof, the Issuer and the Trustee mutually covenant
and agree for the equal and proportionate benefit of the respective holders from time to time of the October 31, 2014 Notes as
follows:


 




    


    


    

Article
1

Amendments


 


Section
1.01. Definitions. The definition of Initial Redemption Date on the face of the original
certificate evidencing the October 31, 2014 Notes is hereby amended by deleting the existing definition in its entirety and inserting
in lieu thereof the following:


 


INITIAL REDEMPTION DATE: October
31, 2019


 


Section
1.02. Payment upon Redemption. The first sentence of the third paragraph under “Payment
upon Redemption” on the face of the original certificate evidencing the October 31, 2014 Notes is hereby amended by deleting
the existing sentence in its entirety and inserting in lieu thereof the following:


 


The “Redemption Dates”
are each Interest Payment Date beginning on October 31, 2019 and ending on the Maturity Date, subject to adjustment as described
below.


 


Section
1.03. Exchange of the October 31, 2014 Notes. The Trustee or the Authenticating Agent
is authorized to exchange the original certificate dated October 31, 2014 evidencing the October 31, 2014 Notes for the duly executed
and authenticated certificate evidencing the amended terms of the October 31, 2014 Notes. Upon such exchange, the Trustee shall
promptly cancel and dispose of such original October 31, 2014 Notes in accordance with Section 2.10 of the Indenture. Failure
to exchange such original October 31, 2014 Notes for such amended October 31, 2014 Notes in accordance with this Section will
not impair the validity of or otherwise affect the October 31, 2014 Notes, as amended.


 


Article
2

Miscellaneous Provisions


 


Section
2.01. Further Assurances. The Issuer will, upon request by the Trustee, execute and
deliver such further instruments and do such further acts as may reasonably be necessary or proper to carry out more effectively
the purposes of this Fourth Supplemental Indenture.


 


Section
2.02. Other Terms of Indenture. Except insofar as herein otherwise expressly provided,
all provisions, terms and conditions of the Indenture are in all respects ratified and confirmed and shall remain in full force
and effect.


 


Section
2.03. Terms Defined. All terms defined elsewhere in the Indenture shall have the same
meanings when used herein.


 


Section
2.04. Separability. In case any provision in this Fourth Supplemental Indenture or
in the October 31, 2014 Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.


 


Section
2.05. Provisions of Fourth Supplemental Indenture for the Sole Benefit of Parties and
Holders of the October 31, 2014 Notes. Nothing in this Fourth Supplemental


 




    2


    


    

Indenture or
in the October 31, 2014 Notes, expressed or implied, shall give or be construed to give to any person, firm or corporation, other
than the parties hereto and their successors and the holders of the October 31, 2014 Notes, any legal or equitable right, remedy
or claim under this Fourth Supplemental Indenture or under any covenant or provision herein contained, all such covenants and
provisions being for the sole benefit of the parties hereto and their successors and of the holders of the October 31, 2014 Notes.


 


Section
2.06. New York Law to Govern. This Fourth Supplemental Indenture shall be deemed to
be a contract under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of
such State, except as may otherwise be required by mandatory provisions of law.


 


Section
2.07. Counterparts. This Fourth Supplemental Indenture may be executed in any number
of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.


 


Section
2.08. Effect of Headings. The Article and Section headings herein are for convenience
only and shall not affect the construction hereof.


 




    3


    


    

IN WITNESS
WHEREOF the parties hereto have caused this Fourth Supplemental Indenture to be duly executed, dated as of December 5, 2014.


 


	JPMORGAN CHASE & CO.	 
	 	 	 	 
	 	 	 	 
	By:	/s/ Irene Apotovsky	 
	 	Name:	Irene Apotovsky	 
	 	Title:	Managing Director	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity, but solely
    as Trustee	 
	 	 	 	 
	By:  Deutsche Bank National Trust Company	 
	 	 	 	 
	 	 	 	 
	By:	/s/ Irina Golovashchuk	 
	 	Name:	Irina Golovashchuk	 
	 	Title:	Vice President	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity, but solely
    as Trustee	 
	 	 	 	 
	By: Deutsche Bank National Trust Company	 
	 	 	 	 
	 	 	 	 
	By:	/s/ Jeffrey Schoenfeld	 
	 	Name:	Jeffrey Schoenfeld	 
	 	Title:	Assistant Vice President	 




 




     


    


    

	Acknowledged as to section 1.03 only	 
	 	 	 	 
	 	 	 	 
	The Bank of New York Mellon,	 
	solely as authenticating agent	 
	 	 	 	 
	 	 	 	 
	By:	/s/ Eva L. Waite	 
	 	Name:	Eva L. Waite	 
	 	Title:	Associate