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JP Morgan Structured Products BV Issuer J.P. Morgan Structured Products B.V. (Incorporated with limited liability in The Netherlands) Guarantor JPMorgan Chase Bank, National Association (a national banking association organized under the laws of United States of America) Managers J.P. Morgan Securities Ltd. J.P. Morgan Securities (Asia Pacific) Limited Hong Kong Exchanges and Clearing Limited (the HKEx), The Stock Exchange of Hong Kong Limited (the Stock Exchange) and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this document, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document. This document includes particulars given in compliance with the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the Stock Exchange’s Listing Rules) for the purpose of giving information with regard to the issuer, the guarantor and the structured products referred to in this document. The issuer and the guarantor accept full responsibility for the accuracy of the information contained in this document and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement in this document misleading. We, the issuer of our structured products, are publishing this base listing document in order to obtain a listing on the Stock Exchange of our warrants and our equity linked instruments (the ELIs). We will refer to the warrants and the ELIs as “structured products” in this document. We will publish a supplemental listing document for each issue of structured products to set out the terms specific to that issue. If at that point the information in this base listing document (and any applicable addendum) needs to be updated, we will either include the updated information in the relevant supplemental listing document or produce a supplemental disclosure document or an addendum to this base listing document. You should read the relevant supplemental listing document and the supplemental disclosure document (if any) together with this base listing document (including any addendum) before deciding whether to buy our structured products. Neither the delivery of this base listing document nor any sale of any structured products shall under any circumstances create any implication that there has been no change in our affairs or the affairs of the guarantor or its affiliates since the date of this base listing document. You should ask the managers if any supplemental disclosure document or any addendum to this base listing document or any later base listing document has been issued. You must not assume that our supplemental disclosure document or any addendum contains the most recent information at any time after the date of such supplemental disclosure document or addendum. You should read the guarantor ‘s most recent consolidated financial statements for the year ended 31 December 2008 in this base listing document. The structured products involve derivatives. Investors should not invest in the structured products unless they fully understand and are willing to assume the risks associated with them. Investors are warned that the price of the structured products may fall in value as rapidly as it may rise and holders may sustain a total loss of their investment. Prospective purchasers should therefore ensure that they understand the nature of the structured products and carefully study the risk factors set out in this document and, where necessary, seek professional advice, before they invest in the structured products. The structured products constitute general unsecured contractual obligations of the issuer and of no other person and if you purchase the structured products you are relying upon the creditworthiness of the issuer and the guarantor and have no rights under the structured products against (a) the company which has issued the underlying securities; (b) the trustee or the manager of the underlying trust; or (c) the index compiler of any underlying index. The guarantee of the guarantor (i) is an unsecured and unsubordinated general obligation of the guarantor and not of any of its affiliates; (ii) is not a savings account or deposit of the guarantor or any bank or non-bank subsidiary of the guarantor; and (iii) will rank pari passu with all other unsecured and unsubordinated obligations of the guarantor, except obligations, including U.S. domestic deposits of the guarantor, that are subject to any priorities or preferences by law. The guarantee is not a deposit insured by the U.S. Federal Deposit Insurance Corporation, the U.S. Deposit Insurance Fund or any other governmental agency or instrumentality. The issuer and the guarantor are part of a large global financial institution and have many financial products and contracts outstanding at any given time. When purchasing the structured products, you will be relying on the creditworthiness of the issuer and the guarantor and of no one else. The distribution of this base listing document, any supplemental listing document, any supplemental disclosure document, any addendum and the offering, sale and delivery of structured products in certain jurisdictions may be restricted by law. You are required to inform yourselves about and to observe such restrictions. Please read Annex 3 “Purchase and Sale” in this base listing document. The structured products have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act), and trading in the structured products has not been and will not be approved by the United States Commodity Futures Trading Commission under the United States Commodity Exchange Act. The structured products may not be offered or sold within the United States or to or for the account or benefit of U.S. Persons (as defined in Regulation S under the Securities Act). Base Listing Document dated 22 May 2009 IMPORTANT If you are in doubt as to the contents of this base listing document, you should obtain independent professional advice. Copies of this base listing document, the relevant supplemental listing document, the supplemental disclosure document (if any) (together with a Chinese translation of each of these documents) and other documents listed under the section “Where can I read copies of the Issuer’s documentation?” under the section headed “More information about our structured products and our listing documents” in this base listing document may be inspected at the offices of J.P. Morgan Securities (Asia Pacific) Limited at 25/F, Chater House, 8 Connaught Road, Central, Hong Kong. We do not give you investment advice; you must decide for yourself, after reading the listing documents for the relevant structured products and, if necessary, seeking professional advice, whether our structured products meet your investment needs. CONTENTS SUMMARY OF OUR STRUCTURED PRODUCTS............................... 1 SPECIFIC FEATURES OF OUR STRUCTURED PRODUCTS ...................... 3 MORE INFORMATION ABOUT OUR STRUCTURED PRODUCTS AND OUR LISTING DOCUMENTS ............................................ 8 RISK FACTORS ................................................... 11 TAXATION ................................................... .......... 29 GENERAL INFORMATION ABOUT US ...................................... 32 INFORMATION RELATING TO THE GUARANTOR ............................ 63 STATUTORY AND GENERAL INFORMATION ABOUT US AND THE GUARANTOR. 176 ANNEX 1 TERMS AND CONDITIONS OF THE CASH-SETTLED STOCK WARRANTS. ......... 178 TERMS AND CONDITIONS OF THE CASH-SETTLED FOREIGNSTOCKWARRANTS ............................... ............. 188 TERMS AND CONDITIONS OF THE CASH-SETTLED WARRANTS OVER SINGLE UNITTRUST........................ ............ 199 TERMS AND CONDITIONS OF THE BASKET WARRANTS . .......... 209 TERMS AND CONDITIONS OF THE INDEX WARRANTS . .......... 219 TERMS AND CONDITIONS OF THE EQUITY LINKED INSTRUMENTS OVER SINGLE EQUITIES ...................... ............. 227 ANNEX 2 FORM OF GUARANTEE ........................................ 238 ANNEX 3 PURCHASE AND SALE ......................................... 242 – i – SUMMARY OF OUR STRUCTURED PRODUCTS The types of structured products that we may issue include, but are not limited to: cash-settled stock warrants, cash-settled foreign stock warrants, cash-settled warrants over single unit trust, basket warrants, index warrants and equity linked instruments. Each type of our structured products will be subject to a separate set of master terms and conditions (Conditions) either as set out in Annex 1 to this base listing document (for the structured products listed above) or as set out in the relevant supplemental listing document (for other types of structured products). For each issue of our structured products, we will publish a supplemental listing document setting out the specific terms. The specific terms set out in the relevant supplemental listing document supplement and amend the applicable set of Conditions to form the legally binding terms and conditions of that issue of structured products. We describe below the main features of the different types of our structured products. General features of our structured products: Issuer: J.P.MorganStructuredProductsB.V. Guarantor: JPMorganChaseBank,NationalAssociation Guarantor’s current long-term debt AA- by Standard & Poor’s ratings
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