EXHIBIT
4(b)(6)


 


[FORM
OF FACE OF SECURITY]





JPMORGAN
CHASE FINANCIAL COMPANY LLC

MEDIUM-TERM NOTE, SERIES A





FULLY
AND UNCONDITIONALLY GUARANTEED BY JPMORGAN CHASE & CO.


 


	REGISTERED	PRINCIPAL AMOUNT:
	No. 	ISIN: 
	 	COMMON CODE:
	 	 


[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


  


JPMorgan
Chase Financial Company LLC, a Delaware limited liability company (together with its successors and assigns, the “Issuer”),
for value received, hereby promises to pay to , or registered assignees, the amounts due, if any, together with unpaid accrued
interest thereon, if any, on the date or dates, as the case may be, 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”).


 


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


 


______________


1
Applies only if this Note is Registered Global Security.


 







    	 



    	 



    

IN WITNESS
WHEREOF, the Issuer has caused this Note 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
Note is one of a duly authorized issue of Medium-Term Notes, Series A (the “Notes”) of the Issuer. The
Notes are issuable under an Indenture, dated as of February 19, 2016, 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 Notes and the terms upon which the Notes
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 Notes. To the extent not
inconsistent herewith, the terms of the Indenture are hereby incorporated by reference herein.


 


This Note
and all the obligations of the Issuer hereunder are direct, unsecured obligations of the Issuer and rank without preference or
priority among themselves and pari passu with 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 this Note
are fully and unconditionally guaranteed by the Guarantor as more fully set forth in the Indenture (such guarantee, the “Guarantee”).


 


This Note,
and any Note or Notes issued upon transfer or exchange hereof, is issuable only in fully registered form, without coupons, and
is issuable in denominations as set forth in the Related Prospectus.


 


Other Terms


 


The Paying
Agent has been appointed registrar for the Notes, 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 Notes. This Note may be transferred at the aforesaid offices of the Paying
Agent by surrendering this Note 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 Note
or Notes having identical terms and provisions and having a like aggregate principal amount 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 Note that has been called for redemption in whole or in part, except the unredeemed
portion of Notes being redeemed in part, (ii) to register the transfer of or exchange any Note if the holder thereof has exercised
his right, if any, to require the Issuer to repurchase such Note in whole or in part, except the portion of such Note not required
to be repurchased, or (iii) to register the transfer of or exchange Notes to the extent and during the period so provided in the
Indenture with respect to the redemption of Notes. Notes are exchangeable at said office for other Notes of other authorized denominations
of equal aggregate principal amount having identical terms and


 




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provisions. All such exchanges
and transfers of Notes 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 Notes 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. The date of registration of any Note delivered upon any exchange or transfer of Notes shall be such
that no gain or loss of interest results from such exchange or transfer.


 


In case this
Note shall at any time become mutilated, defaced or be destroyed, lost or stolen and this Note 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 Note of like tenor in
exchange for this Note, but, if this Note is destroyed, lost or stolen, only upon receipt of evidence satisfactory to the Issuer,
the Guarantor and the Paying Agent that this Note 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 Note shall be borne by the owner of the Note mutilated, defaced, destroyed, lost or stolen.


 


Unless otherwise
specified in the Related Prospectus, the Indenture provides that (a) if an Event of Default (as defined in the Indenture) due
to (i) the default in payment of principal of, premium, if any, or installment of interest on, any series of debt securities issued
under the Indenture, including the series of Medium-Term Notes of which this Note forms a part, (ii) the Guarantee ceasing to
be in full force and effect (other than in accordance with the terms of the Indenture) or the Guarantor denying or disaffirming
its obligations under the Guarantee or (iii) the default in the performance or breach of any covenant or warranty of the Issuer
in respect of the debt securities of such series shall have occurred and be continuing, either the Trustee or the holders of not
less than 25% in principal amount of the debt securities of each affected series (treated as one class), by written notice, may
then declare the principal of all debt securities of all such series and interest accrued thereon to be due and payable immediately,
and (b) if an Event of Default due to certain events of bankruptcy or insolvency of the Issuer shall have occurred and be continuing,
the principal of all outstanding debt securities and interest accrued thereon shall automatically, and without any declaration
or other action on the part of the Trustee or any holder, become immediately due and payable, but upon certain conditions such
declarations or automatic accelerations, as the case may be, may be annulled and past defaults described under (a) or (b) above
may be waived (except a continuing default in payment of principal (or premium, if any) or interest on such debt securities) by
the holders of a majority in principal amount of the debt securities of all affected series then outstanding.


 


The Indenture
permits the Issuer, the Guarantor and the Trustee, with the consent of the holders of not less than a majority in aggregate principal
amount of the debt securities 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
debt security affected thereby, (a) extend the final maturity of any such debt security, or reduce the principal amount thereof,
(b) reduce the rate or extend the time of payment of interest thereon or other amounts due


 




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thereunder, (c) change the method
in which amounts of payment of principal, interest or other amounts due thereon are determined, (d) reduce any amount payable
on redemption thereof, or reduce the amount of principal of an Original Issue Discount Security (as defined in the Indenture)
that would be due and payable upon an acceleration of the maturity thereof or the amount thereof provable in bankruptcy, or change
the currency of payment thereof, (e) modify or amend the provisions for conversion of any currency into any other currency, (f)
modify or amend the provisions for conversion or exchange of the debt security for securities of the Issuer or other entities
(other than as provided in the antidilution provisions or other similar adjustment provisions of the debt securities or otherwise
in accordance with the terms thereof), (g) impair the right of any holder to institute suit for the payment thereof, (h) make
any change in the Guarantee that would adversely affect the holders of the debt securities of such series or (i) reduce the aforesaid
percentage in principal amount of debt securities the consent of the holders of which is required for any such supplemental indenture.


 


So long as
this Note shall be outstanding, the Issuer will cause to be maintained an office or agency for the payment of the principal of
and premium, if any, and interest on this Note 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
the Notes. The Issuer or the Guarantor may designate other agencies for the payment of said principal, premium and interest 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 principal of or interest or premium,
if any, on any Notes that remain unclaimed at the end of two years after such principal, interest or premium shall have become
due and payable (whether at maturity or upon call for redemption or otherwise), (i) upon notification from the Issuer or the Guarantor,
as the case may be, the Trustee or such Paying Agent shall notify the holders of such Notes 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 the 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 principal of or interest or premium, if any, on this Note as the same shall become due.


 


No provision
of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay
the principal of, premium, if any, and interest on this Note at the time, place, and rate, and in the coin or currency, herein
prescribed unless otherwise agreed between the Issuer and the registered holder of this Note.


 


Prior to
due presentment of this Note 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 Note is registered as the owner hereof for all purposes,
whether or not


 




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this Note 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 principal of, premium, if any, or the interest on this Note, 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.


 


This Note
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 Note that are defined in the Indenture shall have the meanings assigned to them in the Indenture, and all terms used
in this Note 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 Note and all rights
thereunder, hereby irrevocably constituting and appointing such person attorney to transfer such note 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 Note in every particular without alteration or enlargement or any change whatsoever.




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APPENDIX
A