EXHIBIT
4(m)(2)


 


[FORM
OF FACE OF SECURITY]

JPMORGAN CHASE FINANCIAL COMPANY LLC

WARRANTS, SERIES A

FULLY AND UNCONDITIONALLY GUARANTEED BY JPMORGAN CHASE & CO.





 


	REGISTERED	NUMBER OF WARRANTS:
	No. 	CUSIP: 
	 	 


 


[Unless this
certificate is presented by an authorized representative of Euroclear Bank SA/NV/Clearstream Banking, S.A. to the issuer or its
agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of The Bank of New
York Depository (Nominees) Ltd. or such other name as requested by an authorized representative of Euroclear Bank SA/NV/Clearstream
Banking, S.A. and any payment is made to The Bank of New York Depository (Nominees) Ltd., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, The Bank of New York Depository (Nominees)
Ltd., has an interest herein.]1


 


This certificate
certifies that            , or registered assignees, is the holder
of the number of Warrants specified above of JPMorgan Chase Financial Company LLC, a Delaware limited liability company (together
with its successors and assigns, the “Issuer”). Upon exercise thereof, each Warrant entitles the holder thereof
to receive from the Issuer the amount of money, if any, as specified in the pricing supplement attached hereto as Appendix A and
delivered herewith (together with any product supplement(s), underlying supplement(s), prospectus supplement(s) and prospectus(es)
referenced therein (however titled), the “Related Prospectus”), on the date as specified in the Related Prospectus,
subject to the terms and conditions specified herein and in the Related Prospectus.


 


Any payments
due on the Warrants are fully and unconditionally guaranteed by JPMorgan Chase & Co. (the “Guarantor”)
as more fully set forth in the Indenture.


 


Reference
is hereby made to the further provisions of the Warrants set forth on the reverse hereof and in the Related Prospectus, which
further provisions are incorporated herein by reference and shall for all purposes have the same effect as if set forth at this
place.


 


Unless the
certificate of authentication hereon has been executed by or on behalf of the Trustee by the Authenticating Agent referred to
on the reverse hereof by manual signature,


 


 








 






1
Applies only if this Note is Registered Global Security.






     


     

    




this certificate shall not be entitled to any benefit under the Indenture, as defined
on the reverse hereof, or be valid or obligatory for any purpose.








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IN WITNESS
WHEREOF, the Issuer has caused this certificate to be duly executed.


 


Date:


 


JPMORGAN
CHASE FINANCIAL


COMPANY LLC


 


	By:	    	 
	 	Name:	 	 
	 	Title:	 	 


 


TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


This is one of the Securities
referred to in the within-mentioned Indenture.


 


THE BANK
OF NEW YORK MELLON, LONDON BRANCH, as Authenticating Agent


 


	By:	    	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 



 


 







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[FORM
OF REVERSE OF SECURITY]


 


This certificate
evidences a duly authorized issue of Warrants, Series A (the “Warrants”) of the Issuer. The Warrants are issuable
under a Warrant Indenture, dated as of [              ], among the Issuer, the Guarantor and Deutsche Bank Trust Company Americas, as
Trustee (the “Trustee,” which term includes any successor trustee under the Indenture) (as may be amended or
supplemented from time to time, the “Indenture”), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities of the Issuer,
the Guarantor, the Trustee and holders of the Warrants and the terms upon which the Warrants are, and are to be, authenticated
and delivered. The Issuer and the Guarantor have appointed The Bank of New York Mellon at its corporate trust office in the Borough
of Manhattan, the City of New York and The Bank of New York Mellon, London Branch at its corporate trust office in London, as
the paying agents (collectively, the “Paying Agent,” which term includes any additional or successor Paying
Agent appointed by the Issuer) with respect to the Warrants. To the extent not inconsistent herewith, the terms of the Indenture
are hereby incorporated by reference herein.


 


The Warrants
evidenced by this certificate and all the obligations of the Issuer hereunder are unsecured contractual obligations of the Issuer
and rank without preference or priority among themselves and pari passu with all other existing and future unsecured contractual
obligations of the Issuer and all other existing and future unsecured and unsubordinated indebtedness of the Issuer, subject to
certain statutory exceptions in the event of liquidation upon insolvency. The payments due on the Warrants evidenced by this certificate
are fully and unconditionally guaranteed by the Guarantor as more fully set forth in the Indenture (such guarantee, the “Guarantee”).


 


This certificate,
and any certificate or certificates issued upon transfer or exchange hereof, is issuable only in fully registered form and is
issuable in denominations as set forth in the Related Prospectus.


 


Other Terms


 


The Paying
Agent has been appointed registrar for the Warrants, and the Paying Agent will maintain at its office in the City of New York
and London a register for the registration and transfer of Warrants. This certificate may be transferred at the aforesaid offices
of the Paying Agent by surrendering this certificate for cancellation, accompanied by a written instrument of transfer in form
satisfactory to the Paying Agent and duly executed by the registered holder hereof in person or by the holder’s attorney
duly authorized in writing, and thereupon the Paying Agent shall issue in the name of the transferee or transferees, in exchange
herefor, a new certificate or certificates having identical terms and provisions and evidencing a like aggregate number of Warrants
in authorized denominations, subject to the terms and conditions set forth herein; provided, however, that the Paying
Agent will not be required (i) to register the transfer of or exchange any certificate that has been called for redemption in
whole or in part, except the unredeemed portion of Warrants evidenced by this certificate being redeemed in part, (ii) to register
the transfer of or exchange any certificate if the holder thereof has exercised his right, if 


 




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any, to require the Issuer to
repurchase the Warrants evidenced by such certificate in whole or in part, except the portion of the Warrants evidenced by such
certificate not required to be repurchased, or (iii) to register the transfer of or exchange
certificates to the extent and during the period so provided in the Indenture with respect to the redemption of Warrants. Certificates
are exchangeable at said office for other certificates evidencing other authorized denominations of equal aggregate number of
Warrants having identical terms and provisions. All such exchanges and transfers of certificates will be free of charge, but the
Issuer may require payment of a sum sufficient to cover any tax or other governmental charge in connection therewith. All certificates
surrendered for exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Paying Agent and
executed by the registered holder in person or by the holder’s attorney duly authorized in writing.


 


In case this
certificate shall at any time become mutilated, defaced or be destroyed, lost or stolen and this certificate or evidence of the
loss, theft or destruction thereof (together with the indemnity hereinafter referred to and such other documents or proof as may
be required in the premises) shall be delivered to the Paying Agent, the Issuer in its discretion may execute a new certificate
of like tenor in exchange for this certificate, but, if this certificate is destroyed, lost or stolen, only upon receipt of evidence
satisfactory to the Issuer, the Guarantor and the Paying Agent that this certificate was destroyed or lost or stolen and, if required,
upon receipt also of indemnity satisfactory to each of them. All expenses and reasonable charges associated with procuring such
indemnity and with the preparation, authentication and delivery of a new certificate shall be borne by the owner of the certificate
mutilated, defaced, destroyed, lost or stolen.


 


The Indenture
permits the Issuer, the Guarantor and the Trustee, with the consent of the holders of not less than a majority in aggregate number
of Warrants of all series issued under the Indenture then outstanding and affected (voting as one class), to execute supplemental
indentures adding any provisions to or changing in any manner the rights of the holders of each series so affected; provided
that the Issuer, the Guarantor and the Trustee may not, without the consent of the holder of each outstanding Warrant affected
thereby, (a) extend the final expiration date under any Warrant, (b) reduce or extend the time of payment of any amount due under
any Warrant, (c) change the method in which amounts of payments are determined on any Warrant, (d) reduce any amount payable upon
exercise or redemption of any Warrant, (e) make the money due on any Warrant payable in any coin or currency other than that provided
in the Warrant or in accordance with the terms thereof, (f) modify or amend any provisions for converting any currency into any
other currency as provided in the Warrant or in accordance with the terms thereof, (g) impair the right of any holder of a Warrant
to institute suit for the payment thereof, the right of any holder of a Warrant to exercise the Warrant on the terms provided
therein or, if the Warrants provide, any right of repayment at the option of the holder of a Warrant, (h) make any change in the
Guarantee that would adversely affect the holders of the Warrants of such series or release the Guarantor from the Guarantee other
than pursuant to the terms of the Indenture or (i) reduce the aforesaid percentage of Warrants of any series, the consent of the
holders of which is required for any such supplemental indenture.


 





 




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So long as
the Warrants evidenced by this certificate shall be outstanding, the Issuer will cause to be maintained an office or agency for
the payment of the money due on the Warrants as herein provided in the Borough of Manhattan, the City of New York, and in London
and an office or agency in said Borough of Manhattan and in London for the registration, transfer and exchange as aforesaid of
this certificate. The Issuer or the Guarantor may designate other agencies for the payment of said
money due at such place or places (subject to applicable laws and regulations) as the Issuer or the Guarantor, as the case may
be, may decide. So long as there shall be such an agency, the Issuer or the Guarantor, as the case may be, shall keep the Trustee
and the Paying Agent advised of the names and locations of such agencies, if any are so designated.


 


With respect
to moneys paid by the Issuer and held by the Trustee or any Paying Agent for payment of the money due on any Warrants that remain
unclaimed at the end of two years after such amount shall have become due and payable (whether at its stated expiration, upon
exercise, call for redemption or otherwise), (i) upon written notification from the Issuer or the Guarantor, as the case may be,
the Trustee or such Paying Agent shall notify the holders of such Warrants that such moneys shall be repaid to the Issuer or the
Guarantor, as the case may be, and any person claiming such moneys shall thereafter look only to the Issuer (except with respect
to the Guarantee) or the Guarantor for payment thereof, as the case may be, and (ii) such moneys shall be so repaid to the Issuer
or the Guarantor, as the case may be. Upon such repayment all liability of the Trustee or such Paying Agent with respect to such
moneys shall thereupon cease, without, however, limiting in any way any obligation that the Issuer or the Guarantor may have to
pay the money due on the Warrants evidence by this certificate as the same shall become due.


 


No provision
of this certificate or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional,
to pay the money due on the Warrants at the time, and place, and in the coin or currency, herein prescribed unless otherwise agreed
between the Issuer and the registered holder of this certificate.


 


Prior to
due presentment of this certificate for registration of transfer, the Issuer, the Guarantor, the Trustee and any agent of the
Issuer, the Guarantor or the Trustee shall treat the holder in whose name this certificate is registered as the owner hereof for
all purposes, whether or not the Warrants evidenced by this certificate be overdue, and none of the Issuer, the Guarantor, the
Trustee or any such agent shall be affected by notice to the contrary.


 


No recourse
shall be had for the payment of the money due on the Warrants evidenced by this certificate, for any claim based hereon, or otherwise
in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator,
shareholder, officer or director, as such, past, present or future, of the Issuer, the Guarantor or any successor to the Issuer
or the Guarantor, either directly or through the Issuer, the Guarantor or any successor to the Issuer or the Guarantor, whether
by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.


 





 




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This certificate
shall for all purposes be governed by, and construed in accordance with, the laws of the State of New York.


 


All terms
used in this certificate that are defined in the Indenture shall have the meanings assigned to them in the Indenture, and all
terms used in this certificate that are defined in the Related Prospectus shall have the meanings assigned to them in the Related
Prospectus. In the event of any inconsistency between the definitions in the Indenture and the definitions in the Related Prospectus,
the definitions in the Related Prospectus shall govern.


 




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ABBREVIATIONS


 


The following
abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:


 


	TEN COM	–	as tenants in common
	TEN ENT	–	as tenants by the entireties
	JT TEN	–	as joint tenants with right of survivorship and not as tenants in common
	 	 	 


	UNIF GIFT MIN ACT –	 	Custodian	 
	 	(Minor)	 	(Cust)
	 	 	 	 


	Under Uniform Gifts to Minors Act	 
	 	(State)


 


Additional abbreviations may
also be used though not in the above list.


  


 










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FOR VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


 


	 	 
	[PLEASE INSERT SOCIAL
        SECURITY OR OTHER

        

            IDENTIFYING
        NUMBER OF ASSIGNEE]

         

	 
	 
	 
	[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]


 


the within certificate and all
rights thereunder, hereby irrevocably constituting and appointing such person attorney to transfer such certificate on the books
of the Issuer, with full power of substitution in the premises.


 


	Dated:	 
	 	 


	NOTICE:	The signature to this assignment must correspond with the name as written
    upon the face of the within certificate in every particular without alteration or enlargement or any change whatsoever.
	 	 




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APPENDIX
A