JPMorgan Chase & Co. 270 Park Avenue New York New York

218830

JPMorgan Chase & Co.

270 Park Avenue

New York, New York 10017-2070

April 9, 2014

Dear fellow shareholders:

We are pleased to invite you to the annual meeting of shareholders to be held on May 20, 2014, at our Highland Oaks Campus in Tampa, Florida.

As we have done in the past, in addition to

considering the matters described in the proxy statement, we will provide an update on the

Firm"s activities and performance.

We hope that you will attend the meeting in

person. We strongly encourage you to designate the proxies named on the proxy card to vote your shares even if you are planning to come. This will ensure that your common stock is represented at the meeting. The proxy statement explains more about proxy voting.

As you will see, we have made substantial changes

to the format of our proxy statement this year.

We did this in response to comments we received

from many of you asking for a simpler, more easily understood document. We hope that you will Dnd the discussion and presentation helpful. Please read it carefully. We look forward to your participation.

Sincerely,

James Dimon

Chairman and Chief Executive Oicer

Notice of 2014 Annual Meeting of Shareholders and Proxy Statement

Tuesday, May 20, 2014

10:00 a.m. Eastern Daylight Time

JPMorgan Chase Highland Oaks Campus

10420 Highland Manor Drive, Building 2

Tampa, FL 33610

Election of directors

Advisory resolution to approve executive compensation

Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2014

Shareholder proposals, if they are introduced at the meeting Any other matters that may properly be brought before the meeting

By order of the Board of Directors

Anthony J. Horan

Secretary

April 9, 2014

Please vote promptly.

If you hold your shares in street name and do not provide voting instructions, your shares will not be voted on

any proposal on which your broker does not have discretionary authority to vote. See "How votes are counted"

on page 71.

We sent shareholders of record at the close of business on March 21, 2014, a Proxy Statement, an accompanying

form of proxy card and Annual Report or a Notice of Internet Availability of Proxy Materials ("Notice") on or about

April 9, 2014. Instructions on how to receive a printed copy of our proxy materials are included in the Notice,

as well as in this Proxy Statement.

Our 2014 Proxy Statement and Annual Report for the year ended December 31, 2013, are available free of

charge on our website at investor.shareholder.com/jpmorganchase/annual.cfm.

If you plan to attend the meeting in person,

you will be required to present a valid form of government-issued

photo identification, such as a valid driver's license or passport, and proof of ownership of our common stock

as of our record date March 21, 2014. See "Attending the annual meeting" on page 72. DATE TIME PLACE

MATTERS TO BE

VOTED ON

NOTICE

OF 2014
ANN u AL

MEETIN

g

CONTENTS

2014 Proxy summary

.................1 P

ROPOSAL

1:

Election of directors6

Executive summary

......................7

Director nomination process

........7

Director criteria

............................8

Nominees' qualifications and experience

.............................................................8

Corporate governance

...............15

Principles

.............................15 Board structure and responsibilities ...........................................................15 Committees of the Board ........................................................................ .....17 Board committee membership and 2013 meetings ...................................19 Board evaluation ........................................................................ .................20 Board communication ........................................................................ .........20 Director independence ........................................................................ ........21 Director compensation ........................................................................ ........22

Risk management

......................24 Defining risk appetite ........................................................................ ..........24 Managing risk ........................................................................ ......................24 Board oversight ........................................................................ ...................25 Code of Conduct and Code of Ethics for Finance Professionals ...................25

Certain key governance policies

25
Voting standards ........................................................................ ..................25 Special shareholder meetings and action by written consent .....................25 Public policy engagement........................................................................ ....25 P

ROPOSAL

2: Advisory resolution to approve executive compensation27

Advisory resolution

...................28

Compensation discussion and analysis

.............................................................29 Executive summary ........................................................................ .............29

2013 Business performance .......................................................................30

Compensation decisions for Named Executive O?cers ...............................33 Pay practices ........................................................................ .......................41 Risk and control ........................................................................ ...................44 Compensation & Management Development Committee report ......................46

Executive compensation tables

.47 I. Summary compensation table ..............................................................47 II. 2013 grants of plan-based awards ......................................................48 III. Outstanding equity awards at fiscal year-end 2013 ............................49 IV. 2013 Option exercises and stock vested table.....................................51 V. 2013 Pension benefits ........................................................................ .51 VI. 2013 Non-qualified deferred compensation ........................................53 VII. 2013 Potential payments upon termination or change in control ......54

CONTENTS

Security ownership of directors and executive o?cers ....................................56 Additional information about our directors and executive o?cers ..................57 P

ROPOSAL

3: RatiDcation of independent registered public accounting Drm59

Executive summary

...................60

Fees paid to PricewaterhouseCoopers LLP

.......................................................60

Audit Committee approval policies and procedures

.........................................61

Audit Committee report

............62 P

ROPOSALS

4-6:

Shareholder proposals64

4. Lobbying report ........................................................................

.............65

5. Special shareowner meetings ................................................................67

6. Cumulative voting ........................................................................

..........69

General information about the meeting71

Shareholder proposals and nominations for the 2015 annual meeting74

Appendix—Overview of 2013 performance75

JPMorgan Chase Highland Oaks Campus—map and directions83 P

ROPOSAL

2 (continued):

JPMORgAN CHASE & CO. 2014 PROxY STATEMENT 1

2014 Proxy summary

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain

all the information you should consider, and you should read the entire proxy statement carefully before voting.

2014

PROxY SuMMARY

Proxy statement

Your vote is very important. The Board of Directors of JPMorgan Chase & Co. ("JPMorgan Chase" or the "Firm") is requesting that you allow your common stock to be represented at the annual meeting by the proxies

named on the proxy card. This proxy statement is being sent or made available to you in connection with this request and has been prepared for the Board by our management. The proxy statement is being sent and made available to our shareholders on or about April 9, 2014.

Annual meeting of shareholders

TIME AND DATE

10:00 a.m. Eastern Daylight Time, May 20, 2014

PLACE

JPMorgan Chase Highland Oaks Campus

JPMorgan Chase & Co.

270 Park Avenue

New York, New York 10017-2070

April 9, 2014

Dear fellow shareholders:

We are pleased to invite you to the annual meeting of shareholders to be held on May 20, 2014, at our Highland Oaks Campus in Tampa, Florida.

As we have done in the past, in addition to

considering the matters described in the proxy statement, we will provide an update on the

Firm"s activities and performance.

We hope that you will attend the meeting in

person. We strongly encourage you to designate the proxies named on the proxy card to vote your shares even if you are planning to come. This will ensure that your common stock is represented at the meeting. The proxy statement explains more about proxy voting.

As you will see, we have made substantial changes

to the format of our proxy statement this year.

We did this in response to comments we received

from many of you asking for a simpler, more easily understood document. We hope that you will Dnd the discussion and presentation helpful. Please read it carefully. We look forward to your participation.

Sincerely,

James Dimon

Chairman and Chief Executive Oicer

Notice of 2014 Annual Meeting of Shareholders and Proxy Statement

Tuesday, May 20, 2014

10:00 a.m. Eastern Daylight Time

JPMorgan Chase Highland Oaks Campus

10420 Highland Manor Drive, Building 2

Tampa, FL 33610

Election of directors

Advisory resolution to approve executive compensation

Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2014

Shareholder proposals, if they are introduced at the meeting Any other matters that may properly be brought before the meeting

By order of the Board of Directors

Anthony J. Horan

Secretary

April 9, 2014

Please vote promptly.

If you hold your shares in street name and do not provide voting instructions, your shares will not be voted on

any proposal on which your broker does not have discretionary authority to vote. See "How votes are counted"

on page 71.

We sent shareholders of record at the close of business on March 21, 2014, a Proxy Statement, an accompanying

form of proxy card and Annual Report or a Notice of Internet Availability of Proxy Materials ("Notice") on or about

April 9, 2014. Instructions on how to receive a printed copy of our proxy materials are included in the Notice,

as well as in this Proxy Statement.

Our 2014 Proxy Statement and Annual Report for the year ended December 31, 2013, are available free of

charge on our website at investor.shareholder.com/jpmorganchase/annual.cfm.

If you plan to attend the meeting in person,

you will be required to present a valid form of government-issued

photo identification, such as a valid driver's license or passport, and proof of ownership of our common stock

as of our record date March 21, 2014. See "Attending the annual meeting" on page 72. DATE TIME PLACE

MATTERS TO BE

VOTED ON

NOTICE

OF 2014
ANN u AL

MEETIN

g

CONTENTS

2014 Proxy summary

.................1 P

ROPOSAL

1:

Election of directors6

Executive summary

......................7

Director nomination process

........7

Director criteria

............................8

Nominees' qualifications and experience

.............................................................8

Corporate governance

...............15

Principles

.............................15 Board structure and responsibilities ...........................................................15 Committees of the Board ........................................................................ .....17 Board committee membership and 2013 meetings ...................................19 Board evaluation ........................................................................ .................20 Board communication ........................................................................ .........20 Director independence ........................................................................ ........21 Director compensation ........................................................................ ........22

Risk management

......................24 Defining risk appetite ........................................................................ ..........24 Managing risk ........................................................................ ......................24 Board oversight ........................................................................ ...................25 Code of Conduct and Code of Ethics for Finance Professionals ...................25

Certain key governance policies

25
Voting standards ........................................................................ ..................25 Special shareholder meetings and action by written consent .....................25 Public policy engagement........................................................................ ....25 P

ROPOSAL

2: Advisory resolution to approve executive compensation27

Advisory resolution

...................28

Compensation discussion and analysis

.............................................................29 Executive summary ........................................................................ .............29

2013 Business performance .......................................................................30

Compensation decisions for Named Executive O?cers ...............................33 Pay practices ........................................................................ .......................41 Risk and control ........................................................................ ...................44 Compensation & Management Development Committee report ......................46

Executive compensation tables

.47 I. Summary compensation table ..............................................................47 II. 2013 grants of plan-based awards ......................................................48 III. Outstanding equity awards at fiscal year-end 2013 ............................49 IV. 2013 Option exercises and stock vested table.....................................51 V. 2013 Pension benefits ........................................................................ .51 VI. 2013 Non-qualified deferred compensation ........................................53 VII. 2013 Potential payments upon termination or change in control ......54

CONTENTS

Security ownership of directors and executive o?cers ....................................56 Additional information about our directors and executive o?cers ..................57 P

ROPOSAL

3: RatiDcation of independent registered public accounting Drm59

Executive summary

...................60

Fees paid to PricewaterhouseCoopers LLP

.......................................................60

Audit Committee approval policies and procedures

.........................................61

Audit Committee report

............62 P

ROPOSALS

4-6:

Shareholder proposals64

4. Lobbying report ........................................................................

.............65

5. Special shareowner meetings ................................................................67

6. Cumulative voting ........................................................................

..........69

General information about the meeting71

Shareholder proposals and nominations for the 2015 annual meeting74

Appendix—Overview of 2013 performance75

JPMorgan Chase Highland Oaks Campus—map and directions83 P

ROPOSAL

2 (continued):

JPMORgAN CHASE & CO. 2014 PROxY STATEMENT 1

2014 Proxy summary

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain

all the information you should consider, and you should read the entire proxy statement carefully before voting.

2014

PROxY SuMMARY

Proxy statement

Your vote is very important. The Board of Directors of JPMorgan Chase & Co. ("JPMorgan Chase" or the "Firm") is requesting that you allow your common stock to be represented at the annual meeting by the proxies

named on the proxy card. This proxy statement is being sent or made available to you in connection with this request and has been prepared for the Board by our management. The proxy statement is being sent and made available to our shareholders on or about April 9, 2014.

Annual meeting of shareholders

TIME AND DATE

10:00 a.m. Eastern Daylight Time, May 20, 2014

PLACE

JPMorgan Chase Highland Oaks Campus