EXHIBIT 4(b)(5)


 


[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. 	CUSIP: 
	 	 



 

[Unless this certificate is presented by
an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) to the issuer or its agent
for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such
other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede &
Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner
hereof, Cede & Co., 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, 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 as the paying agent (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 a register for the registration and transfer
of Notes. This Note may be transferred at the aforesaid office 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
provisions. All such exchanges and transfers of Notes will be free of charge, but the Issuer may require payment of a sum


 




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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 thereunder, (c) change the method in which amounts of payment of principal,
interest or other


 




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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 an office or agency in said Borough of Manhattan
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 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.


 




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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