Amendment to Notes

Company: JPMorgan Chase & Co. (the "Issuer")Headline: Amendment to notes

28 April 2011

JPMorgan Chase & Co. Issue of EUR 250,000,000 Floating/CMS Linked Capped Rate Notes due March 2028 issued pursuant to U.S.$14,000,000,000 Structured Euro Medium Term Note Programme, ISIN: XS0348130518 (the "Notes")

We refer to the Final Terms in respect of the Notes dated 12 March 2008 (the "Final Terms") and the admission of the Notes to trading on the Irish Stock Exchange on 14 March 2008.

The Issuer wishes to announce that pursuant to the written agreement of all the holders of the Notes on 27 April 2011 (the "Effective Date") and with effect from and including the Effective Date, the Terms and Conditions of the Notes were amended and restated so as to be in the form set out in Annex I hereto.

Capitalised terms used but not defined herein shall have the meaning given to them in the Final Terms.

For further information, please contact:

Anthony Horan

Secretary

JPMorgan Chase Bank, National Association

Telephone number: +001 212 270 6000

Fax number: +001 646 534 3041

Email: [email protected]

ANNEX I

Third Amended and Restated Final Terms dated 27 April 2011

JPMORGAN CHASE & CO.

EUR 250,000,000 Floating/CMS Linked Capped Rate Notes due March 2028

issued pursuant to

U.S.$14,000,000,000

Structured Euro Medium Term Note Programme

SERIES NO: 2008-20

TRANCHE NO: 1

Issue Price: 100.00 per cent.

J.P.Morgan

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated January 14, 2008 and the supplements to the Base Prospectus dated January 22, 2008, February 14, 2008 and March 7, 2008 which together constitute a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Base Prospectus as so supplemented. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus as so supplemented. The Base Prospectus and the supplements to the Base Prospectus are available for viewing at www.ifrsa.ie and copies may be obtained from the offices of the Agent and Irish Paying Agent.

Reference herein to "Final Terms" shall be deemed to be references to the Final Terms, as amended and restated by these Third Amended and Restated Final Terms.

THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 AS AMENDED (THE "SECURITIES ACT"). SUBJECT TO CERTAIN EXCEPTIONS, THE NOTES MAY NOT BE OFFERED, SOLD OR DELIVERED 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 ("REGULATION S")). THESE FINAL TERMS HAVE BEEN PREPARED BY THE ISSUER FOR USE IN CONNECTION WITH THE OFFER AND SALE OF THE NOTES OUTSIDE THE UNITED STATES TO NON-U.S. PERSONS IN RELIANCE ON REGULATION S. FOR A DESCRIPTION OF THESE AND CERTAIN FURTHER RESTRICTIONS ON OFFERS AND SALES OF THE NOTES AND DISTRIBUTION OF THESE FINAL TERMS AND THE BASE PROSPECTUS, SEE "SUBSCRIPTION AND SALE" IN THE BASE PROSPECTUS.

THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN THE UNITED STATES OR ANY OTHER U.S. REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OF NOTES OR THE ACCURACY OR THE ADEQUACY OF THESE FINAL TERMS OR THE BASE PROSPECTUS OR ANY SUPPLEMENTAL PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

LISTING AND ADMISSION TO TRADING APPLICATION

These Final Terms comprise the Final Terms required for issue and admission to trading on the regulated market of the Irish Stock Exchange of the Notes described herein pursuant to the US$14,000,000,000 Structured Euro Medium Term Note Programme of JPMorgan Chase & Co.

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in these Final Terms.

Signed on behalf of the Issuer:

By:

Duly authorised

PART B - OTHER INFORMATION

ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(J) AND 1287(A) OF THE INTERNAL REVENUE CODE OF THE UNITED STATES.

PART C - OTHER INFORMATION

The following provisions apply to the Notes. Unless otherwise defined in the Conditions or in Part A of these Final Terms, the capitalised terms used in this Part C will have the meanings given to them below.

1. Interest Suspension

If an Interest Suspension Event has occurred and is continuing on a Specified Interest Payment Date, the payment of the Interest payable on such Specified Interest Payment Date will be suspended (a "Suspended Interest Amount") until the Suspended Interest Payment Date.

Provided that if (i) such Specified Interest Payment Date is also the Maturity Date or (ii) a Knock-Out Event occurs on or after the Specified Interest Payment Date on which such Suspended Interest Amount is suspended but before the relevant Suspended Interest Payment Date, then such Suspended Interest Amount will be cancelled and deemed not payable.

Any Suspended Interest Amount, whether subsequently paid or cancelled indefinitely following a Knock-Out Event, shall not bear any additional interest in respect of the period for which it was so suspended.

2. Interest Calculation

If a Knock-Out Event occurs then Interest will cease to be payable from the Determination Date and any Suspended Interest Amount will be immediately cancelled and deemed not payable.

3. Definitions

"Calculation Agent No Potential Credit Event Determination" means a determination by the Calculation Agent, acting in good faith and in a commercially reasonable manner, that (i) ISDA has failed to make a DC No Potential Credit Event Announcement or (ii) a Potential Failure to Pay or Potential Repudiation/Moratorium, which has triggered an Interest Suspension Event, is no longer continuing. The Calculation Agent will notify the Issuer, Trustee and Noteholders in writing of any Calculation Agent No Potential Credit Event Determination.

"Credit Derivatives Determinations Committee" means the committees established by ISDA for purposes of reaching certain resolutions in connection with credit derivative transactions, as more fully described in the Credit Derivatives Determinations Committee Rules, as published by ISDA on its website at www.isda.org.

"Credit Event" means one or more of Failure to Pay, Repudiation/Moratorium or Restructuring has occurred with respect to the Reference Entity.

"Credit Event Notice" means an irrevocable notice in writing from the Calculation Agent to the Issuer, Trustee and Noteholders that describes a Credit Event that occurred on of after the Issue Date, and which contains a description in reasonable detail of the facts relevant to the determination that a Credit Event has occurred.

"DC Credit Event Announcement" means, in respect of the Reference Entity, a public announcement by ISDA that the relevant Credit Derivatives Determinations Committee has resolved that a "Failure to Pay", "Repudiation/Moratorium" or "Restructuring" credit event has occurred with respect to the Reference Entity.

"DC No Credit Event Announcement" means, in respect of the Reference Entity, a public announcement by ISDA that the relevant Credit Derivatives Determinations Committee has resolved that a "Failure to Pay", "Repudiation/Moratorium" or "Restructuring" credit event has not occurred with respect to the Reference Entity.

"DC No Potential Credit Event Announcement" means, in respect of the Reference Entity, a public announcement which is made by ISDA that the relevant Credit Derivatives Determination Committee has resolved that the "Potential Failure to Pay" or "Potential Repudiation/Moratorium", which has triggered an Interest Suspension Event hereunder, is no longer continuing.

"Determination Date" means the date on which ISDA makes a DC Credit Event Announcement in respect of the Reference Entity, except that if the Calculation Agent determines, acting in good faith and in a commercially reasonable manner, that ISDA has failed to make a DC Credit Event Announcement (and a DC No Credit Event Announcement has not occurred), the Calculation Agent may deliver a Credit Event Notice and Notice of Publicly Available Information, in which case the Determination Date shall be the date of such Credit Event Notice and Notice of Publicly Available Information (a "Calculation Agent Determination"). For the avoidance of doubt, a Determination Date will be deemed to have occurred following a Calculation Agent Determination notwithstanding that a DC No Credit Event Announcement is subsequently made after the Determination Date.

"Failure to Pay" means, in respect of a Calculation Agent Determination only, after the expiration of any applicable grace period (after the satisfaction of any conditions precedent to the commencement of such grace period), the failure by the Reference Entity to make, when and where due, any payments in any aggregate amount of not less than USD 1,000,000 (the "Payment Requirement") or its equivalent in any other currency or currencies under one or more Obligations in accordance with the terms of such Obligations at the time of such failure.

"Interest Suspension Event" means (i) a public announcement that has been made (and has not been subsequently revoked) by ISDA that the relevant Credit Derivatives Determinations Committee has resolved that a "Potential Failure to Pay" or "Potential Repudiation/Moratorium" has occurred with respect to the Reference Entity (a "Potential Credit Event Announcement"), or (ii) the Calculation Agent sending a Potential Credit Event Notice, the date of such Potential Credit Event Notice being the date on which the Interest Suspension Event is deemed to have occurred.

"Knock-Out Event" means the occurrence of a Determination Date.

"Notice of Publicly Available Information" means an irrevocable notice in writing from the Calculation Agent to the Issuer, Trustee and Noteholders that cites Publicly Available Information confirming the occurrence of a Credit Event as described in the Credit Event Notice. If a Credit Event Notice contains Publicly Available Information, such Credit Event Notice will also be deemed to be a Notice of Publicly Available Information.

"Obligation" means any obligation (excluding an obligation under a revolving credit arrangement for which there are no outstanding unpaid drawings in respect of principal) for the payment or repayment of borrowed money (which term shall include, without limitation, deposits and reimbursement obligations arising from drawings pursuant to letters of credit).

"Potential Credit Event Notice" means, if the Calculation Agent determines, acting in good faith and in a commercially reasonable manner, that (a) ISDA has failed to make a Potential Credit Event Announcement and (b) a Potential Failure to Pay or Potential Repudiation/Moratorium has occurred, a notice from the Calculation Agent to the Issuer, Trustee and Noteholders that describes a Potential Failure to Pay or Potential Repudiation/Moratorium that has occurred on or after the Issue Date and which contains a description in reasonable detail of the facts relevant to the determination of such Potential Failure to Pay or Potential Repudiation/Moratorium, as applicable.

"Potential Failure to Pay" means, in respect of a Potential Credit Event Notice, the failure by the Reference Entity to make, when and where due, any payments in an aggregate amount of not less than the Payment Requirement under one or more Obligations, without regard to any grace period or any conditions precedent to the commencement of any grace period applicable to such Obligations, in accordance with the terms of such Obligations at the time of such failure.

"Potential Repudiation/Moratorium" means, in respect of a Potential Credit Event Notice, the occurrence of an event described in clause (i) of the definition of Repudiation/Moratorium.

"Publicly Available Information" means:

(a) information that reasonably confirms any of the facts relevant to the determination that the Credit Event described in a Credit Event Notice has occurred and which (i) has been published in or on not less than two internationally recognised published or electronically displayed news source (it being understood that each Public Source shall be deemed to be an internationally recognised published or electronically displayed news source), regardless of whether the reader or user thereof pays a fee to obtain such information provided that, if either the Calculation Agent or the Issuer or any of their respective affiliates is cited as the sole source of such information, then such information shall not be deemed to be Publicly Available Information unless either the Calculation Agent or the Issuer or any of their affiliates is acting in its capacity as trustee, fiscal agent, administrative agent, clearing agent, paying agent, facility agent or agent bank for an Obligation; (ii) is information received from (A) the Reference Entity or (B) a trustee, fiscal agent, administrative agent, clearing agent, paying agent, facility agent or agent bank for an Obligation; (iii) is information contained in any petition or filing instituting a proceeding against or by the Reference Entity; or (iv) is information contained in any order, decree or notice, however described, of or filed with a court, tribunal, regulatory authority or similar administrative or judicial body. In the event that the Calculation Agent is (i) the sole source of information in its capacity as trustee, fiscal agent, administrative agent, clearing agent, paying agent, facility agent or agent bank for an Obligation and (ii) a holder of the Obligation with respect to which a Credit Event has occurred, the Calculation Agent shall be required to deliver a certificate signed by a managing director (or other substantively equivalent title) of the Calculation Agent, which shall certify the occurrence of a Credit Event with respect to the Reference Entity (such certificate, an "Officer's Certificate").

(b) In relation to any information of the type described in (a)(ii), (iii) and (iv) above, the Calculation Agent may assume that such information has been disclosed to it without violating any law, agreement or understanding regarding the confidentiality of such information and that the party delivering such information has not taken any action or entered into any agreement or understanding with the Reference Entity or any affiliate of the Reference Entity that would be breached by, or would prevent, the disclosure of such information to third parties.

(c) Publicly Available Information need not state that such occurrence (i) has met the Payment Requirement or Default Requirement, (ii) is the result of exceeding any applicable grace period or (iii) has met the subjective criteria specified in certain Credit Events.

"Public Source" means each of Bloomberg Service, Dow Jones Telerate Service, Reuter Monitor Money Rates Services, Dow Jones News Wire, Wall Street Journal, New York Times, Nihon Keizai Shinbun, the Financial Times (and successor publications) and any other internationally recognised published or electronically displayed news sources.

"Reference Entity" means the Republic of Italy and any Successor thereof.

"Repudiation/Moratorium" means, in respect of a Calculation Agent Determination only, the occurrence of both of the following events: (i) an authorized officer of a Reference Entity or a Governmental Authority (as defined below) (x) disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, one or more Obligations in an aggregate amount of not less than the Default Requirement (as defined below) or (y) declares or imposes a moratorium, standstill, roll-over or deferral, whether de facto or de jure, with respect to one or more Obligations in an aggregate amount of not less than the Default Requirement and (ii) a Failure to Pay, determined without regard to the Payment Requirement, or a Restructuring, determined without regard to the Default Requirement, with respect to any such Obligation occurs on or prior to the Maturity Date.

"Restructuring" means, in respect of a Calculation Agent Determination only, with respect to one or more Obligations and in relation to an aggregate amount of not less than USD 10,000,000 (the "Default Requirement") any one or more of the following events occurs in a form that binds all holders of such Obligation, is agreed between the Reference Entity or any de facto or de jure government (or any agency, instrumentality, ministry or department thereof), court, tribunal, administrative or other governmental authority or any other entity (public or private) charged with the regulation of the financial markets (including the central bank) of the Reference Entity or of the jurisdiction of organisation of the Reference Entity (a "Governmental Authority") and a sufficient number of holders of such Obligation to bind all holders of the Obligation or is announced (or otherwise decreed) by the Reference Entity or a Governmental Authority in a form that binds all holders of such Obligation, and such event is not expressly provided for under the terms of such Obligation in effect as of the later of (i) the Issue Date and (ii) the date on which such Obligation is issued or incurred: (i) a reduction in the rate or amount of interest payable or the amount of scheduled interest accruals; (ii) a reduction in the amount of principal or premium payable at maturity or at scheduled redemption dates; (iii) a postponement or other deferral of a date or dates for either (A) the payment or accrual of interest or (B) the payment of principal or premium; (iv) a change in the ranking in priority of payment of any Obligation, causing the Subordination of such Obligation to any other Obligation; or (v) any change in the currency or composition of any payment of interest or principal to any currency which is not (1) the legal tender of any Group of 7 country (or any country that becomes a member of the Group of 7 if such Group of 7 expands its membership) or (2) the legal tender of any country which, as of the date of such change, is a member of the Organisation for Economic Cooperation and Development and has a local currency long-term debt rating of either AAA or higher assigned to it by Standard & Poor's, a division of the McGraw-Hill Companies Inc. or any successor to the rating business thereof, Aaa or higher assigned to it by Moody's Investors Service Inc. or any successor to the rating business thereof or AAA or higher assigned to it by Fitch Ratings or any successor to the rating business thereof. Notwithstanding the above, none of the following shall constitute a Restructuring under this definition: (i) the payment in euros of interest or principal in relation to an Obligation denominated in the currency of a Member State of the European Union that adopts or has adopted the single currency in accordance with the Treaty establishing the European Community, as amended by the Treaty on European Union, (ii) the occurrence of agreement to or announcement of any of the events described in sub-paragraphs (i) to (v) above due to an administrative adjustment, accounting adjustment or tax adjustment or other technical adjustment occurring in the ordinary course of business; and (iii) the occurrence of, agreement to or announcement of any of the events described in sub-paragraphs (i) to (v) above in circumstances where such event does not directly or indirectly result from a deterioration in the creditworthiness or financial condition of the Reference Entity.

"Sovereign" means any state, political subdivision or government, or any agency, instrumentality, ministry, department or other authority (including, without limiting the foregoing, the central bank) thereof.

"Subordination" means with respect to an obligation (the "Subordinated Obligation") and another obligation of the Reference Entity to which such obligation is being compared (the "Senior Obligation"), a contractual, trust or similar arrangement providing that (i) upon the liquidation, dissolution, reorganization or winding up of the Reference Entity, claims of the holders of the Senior Obligation will be satisfied prior to the claims of the holders of the Subordinated Obligation or (ii) the holders of the Subordinated Obligation will not be entitled to receive or retain payments in respect of their claims against the Reference Entity at any time that the Reference Entity is in payment arrears or is otherwise in default under the Senior Obligation. "Subordinated" will be construed accordingly. For purposes of determining whether an obligation is Subordinated with respect to another obligation to which it is being compared, the existence of preferred creditors arising by operation of law or of collateral, credit support or other credit enhancement arrangements shall not be taken into account, except that, notwithstanding the foregoing, priorities arising by operation of law shall be taken into account where the Reference Entity is a Sovereign.

"Successor" means with respect to the Republic of Italy, each entity or entities in respect of which ISDA publicly announces that the relevant Credit Derivatives Determinations Committee has resolved that such entity or entities shall be the direct or indirect successor(s) to the Republic of Italy (a "Successor Announcement"), provided that if the Calculation Agent determines, acting in good faith and in a commercially reasonable manner, that (a) ISDA has failed to make a Successor Announcement and (b) a Succession Event has occurred, then the Calculation Agent may deliver a Succession Event Notice.

"Succession Event" means, with respect to the Republic of Italy, an event such as an annexation, unification, secession, partition, dissolution, consolidation, reconstitution or other event that results in any direct or indirect successor(s) to the Republic of Italy.

"Succession Event Notice" means an irrevocable notice in writing from the Calculation Agent to the Issuer, Trustee and Noteholders that describes a Succession Event that occurred on or after the Issue Date, and which contains a description in reasonable detail of the facts relevant to the determination of (i) whether a Succession Event has occurred and (ii) if relevant, the identify of any Successor(s).

"Suspended Interest Payment Date" means 3 Business Days following the earlier to occur of (i) date on which the Calculation Agent makes a Calculation Agent No Potential Credit Event Determination and (ii) the date on which a DC No Potential Credit Event Announcement is made, provided that a DC Credit Event Announcement has not also been made in respect of the Reference Entity, in which case a Knock-Out Event will be deemed to have occurred and Interest will cease to be payable from the Determination Date and the Suspended Interest Amount will be cancelled and deemed not payable.

This announcement has been issued through the Companies Announcement Service of

The Irish Stock Exchange