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From: J.P. Morgan Chase & Co. (As "Issuer") 383 Madison Avenue New York, New York 10179 United States of America T

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From: J.P. Morgan Chase & Co. (As From: J.P. Morgan Chase & Co. (as "Issuer") 383 Madison Avenue New York, New York 10179 United States of America To: The Holders of Securities Copy: The Bank of New York Mellon (as "Principal Programme Agent") One Canada Square London E14 5AL United Kingdom The Bank of New York Mellon S.A./N.V., Luxembourg Branch (as "Paying Agent", "Transfer Agent" and "Registrar") Vertigo Building - Polaris 2-4 rue Eugène Ruppert L-2453 Luxembourg 23 June 2020 JPMorgan Chase & Co. EUR 100,000,000 30-Year Fixed Rate Notes (with Coupon Step-Up), due July 2044 (Restructured) (previously known as " EUR 100,000,000 30-Year Range Accrual Notes linked to the EUR/USD FX Rate, due July 2044") (the "Securities" or the "Notes") (Series: 2014-5634; ISIN: XS1061529779) Structured Products Programme for the issuance of Notes, Warrants and Certificates AMENDMENT NOTICE We refer to the Securities Note in respect of the Securities dated 23 November 2017 (the "Securities Note"). Any term used in this notice but not defined shall have the meaning as defined or specified in the Securities Note. Since the issuance of the Securities, it has been determined that the terms and conditions of the Securities as set forth in the Pricing Supplement in respect of the Securities dated 3 July 2014 shall be amended. We, with the consent of the sole Holder of 100 per cent. of the outstanding Securities, have made certain amendments as further described in the Letter to the Holders of the Securities dated 16 June 2020 (the "Amendments") to the terms and conditions of the Securities by way of the Amended and Restated Pricing Supplement dated 23 June 2020. The corresponding amendments to the introduction text on page 5 of the Securities Note and the "Contractual Terms" of the Securities on pages 6 to 20 of the Securities Note are reflected in the Amended and Restated Sections of the Securities Note dated the date hereof (as attached at the Schedule hereto), such that all double-underlined text will be inserted into, and all struck-out text will be deleted from, the relevant sections of the Securities Note. Such Amendments will be deemed to have been effective for all purposes with effect from the Issue Date of the Securities (being 7 July 2014), and shall be binding on all the Holders of the Securities. This notice shall be governed by, and construed in accordance with, English Law. Yours faithfully J.P. MORGAN CHASE & CO. (as Issuer) By: 352543901/Ashurst (MJL/AMNG)/JR SCHEDULE AMENDED AND RESTATED SECTIONS OF THE SECURITIES NOTE Terms and Conditions of the Securities AMENDED AND RESTATED SECTIONS OF THE SECURITIES NOTE DATED _______________ 2020 (amending and restating the relevant sections of the Securities Note dated 23 November 2017) TERMS AND CONDITIONS OF THE SECURITIES The Terms and Conditions of the Securities shall comprise the General Conditions of the WarrantsNotes (as set out in the section entitled "General Conditions"), as completed and/or amended by the FX Linked Provisions (as set out in the section entitled "FX Linked Provisions"), and as completed and/or amended by the Contractual Terms immediately below. The FX Linked Provisions appearing on pages 113 to 118 are not applicable to the Securities and shall be disregarded. For the purposes of construing the General Conditions and the FX Linked Provisions, the Contractual Terms shall be deemed to be a "Pricing Supplement". The Securities shall be subject to an amended and restated agency agreement (as amended and/or supplemented and/or restated as at the date hereof, the "Programme Agency Agreement") dated 23 April 2020 between JPMorgan Chase Financial Company LLC, J.P. Morgan Structured Products B.V., JPMorgan Chase Bank, N.A. and JPMorgan Chase & Co., The Bank of New York Mellon and the other agents named therein, notwithstanding that the Securities themselves are governed by the General Conditions and that the General Conditions refer to a previous version of the Programme Agency Agreement. For the avoidance of doubt, each Holder of the Securities is deemed to acknowledge and agree that the Securities shall not have the benefit of the deed of covenant dated 23 April 2020 (as amended and/or supplemented and/or restated as at the date hereof, the "Deed of Covenant") given by the Issuer in relation to securities cleared through Euroclear Bank SA/NV, Clearstream Banking, société anonyme, and the Deed of Covenant shall not apply in respect of such Securities (including following an Event of Default). Contractual Terms CONTRACTUAL TERMS PART A – ISSUE TERMS 1. Issuer: JPMorgan Chase & Co. 2. (i) Series Number: 2014-5634 (ii) Tranche Number: One 3. Specified Currency or Currencies: Euro, as defined in General Condition 30.1 ("EUR") 4. Notes, Warrants or Certificates: Notes 5. Aggregate Nominal Amount: (i) Series: EUR 100,000,000 (ii) Tranche: EUR 100,000,000 6. Issue Price: 100 per cent. (100%) of the Aggregate Nominal Amount The Issue Price specified above may be more than the market value of the Securities as at the Issue Date, and the price, if any, at which the Dealer or any other person is willing to purchase the Securities in secondary market transactions is likely to be lower than the Issue Price. In particular, where permitted by applicable law, the Issue Price may take into account amounts with respect to commissions relating to the issue and sale of the Securities as well as amounts relating to the hedging of the Issuer's obligations under the Securities and secondary market prices may exclude such amounts If any commissions or fees relating to the issue and sale of the Securities have been paid or are payable by the Dealer to an intermediary, then such intermediary may be obliged to fully disclose to its clients the existence, nature and amount of any such commissions or fees (including, if applicable, by way of discount) as required in accordance with laws and regulations applicable to such intermediary, including Contractual Terms any legislation, regulation and/or rule implementing the Markets in Financial Instruments Directive (Directive 2004/39/EC), or as otherwise may apply in any non-EEA jurisdictions Investors in the Securities intending to invest in Securities through an intermediary (including by way of introducing broker) should request details of any such commission or fee payment from such intermediary before making any purchase hereof (i) Specified Denomination: EUR 1,000,000 (ii) Trading in Units (Notes): Not Applicable (iii) Minimum trading size: The Securities may only be traded in a minimum initial amount of one Security (corresponding to a nominal amount of EUR 1,000,000) and, thereafter, in multiples of one Security (corresponding to a nominal amount of EUR 1,000,000) 7. Issue Date: 7 July 2014 8. Maturity Date: 7 July 2044 PROVISIONS APPLICABLE TO NOTES PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 9. Interest Commencement Date: For purposes of paragraph 10 (Fixed Rate Note Provisions) below, 7 July 2014 (the "Fixed Interest Commencement Date"), and, for purposes of paragraph 13 (Variable Linked Interest Provisions) below, 7 July 2024 (the "Variable Interest Commencement Date")In respect of: (a) each Interest Payment Date falling on or before 7 July 2024, the Issue Date; and (b) each Interest Payment Date falling after 7 July 2024, 7 July 2024 10. Fixed Rate Note Applicable (for the period from, and including, the Fixed Interest Provisions: Commencement date to, but excluding, the Variable Interest Contractual Terms Commencement Date) (i) Rate(s) of Interest: In respect of: (a) each Interest Payment Date falling on or before 7 July 2024, 4.35 per cent. (4.35%) per annum payable annually in arrear (; and (b) each Interest Payment Date falling after 7 July 2024, 5.40 per cent. (5.40%) per annum payable annually in arrear, in each case, subject as provided in (iii) below) (ii) Interest Payment Date(s): The Interest Payment Dates in respect of the Fixed Coupon Amounts shall be the 7th day of7 July ofin each calendar year commencing onfrom, and including, 7 July 2015 and ending onto, and including, 7 July 2024, (each a "Fixed Rate Interest Paymentthe Maturity Date" and together, the "Fixed Rate Interest Payment Dates") (iii) Fixed Coupon Amount(s): In respect of: (a) each Interest Payment Date falling on or before 7 July 2024, EUR 43,500 per EUR 1,000,000 in nominal amount (; and (b) each Interest Payment Date falling after 7 July 2024, EUR 54,000 per EUR 1,000,000 in nominal amount, and for the avoidance of doubt, the amount of interest payable on each Fixed Rate Interest Payment Date shall be the Fixed Coupon Amount) (iv) Broken Amount(s): Not Applicable (v) Day Count Fraction (General Actual/Actual (ICMA) Condition 4.1): (vi) Interest Determination Date(s): Not Applicable (vii) Other terms relating to the method Not Applicable of calculating interest for Fixed Rate Notes: Contractual Terms 11. Floating Rate Note Not Applicable (for the period from, and including, the Variable Provisions: Interest Commencement Date to, but excluding, the Maturity Date) 12. Zero Coupon Note Provisions: Not Applicable 13. Variable Linked Interest Provisions: Not Applicable 13. (i) Type of Interest: FX Linked Interest (ii) Provisions for determining Rate of As specified in Part C Interest or Interest Amount where calculated by reference to Share/Index/Commodity/FX Rate: (iii) Interest Determination Date(s): Not Applicable (iv) Interest Payment Dates: The Interest Payment Dates shall be each of (i) the 7th day of July of each calendar year commencing on, and including, 7 July 2025 and ending on, and including, 7 July 2043, and (ii) the Maturity Date (each a "Variable Interest Payment Date" and together, the "Variable Interest Payment Dates") (v) Provisions for determining Rate of As specified in paragraph 44 and Part C Interest or Interest Amount where below calculation by reference to Share/Index/ Commodity/FX Rate is impossible or impracticable or otherwise disrupted: (vi) Day Count Fraction: Actual/Actual (ICMA) 14.
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