0000728889-09-002166 Sample Contracts

AMENDED AND RESTATED SERVICE AGREEMENT
Service Agreement • December 28th, 2009 • Oppenheimer Principal Protected Trust Iii • New York

Amended and Restated Service Agreement, dated as of June 30, 2009 (this “Agreement”) among OppenheimerFunds, Inc. (the “Adviser”), Oppenheimer Principal Protected Trust III (the “Trust”) on behalf of its series, Oppenheimer Principal Protected Main Street Fund III (the “Fund”), J.P. Morgan Chase Bank (the “Custodian”) and Main Place Funding, LLC (the “Warranty Provider”).

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ASSIGNMENT AND CONSENT AGREEMENT
Assignment and Consent Agreement • December 28th, 2009 • Oppenheimer Principal Protected Trust Iii • New York

THIS ASSIGNMENT AND CONSENT AGREEMENT (this “Agreement”) is entered into on June 30, 2009, by and among OPPENHEIMER PRINCIPAL PROTECTED TRUST III, an open-end management investment company organized as a business trust under the laws of the Commonwealth of Massachusetts (the “Trust”), on behalf of its series, OPPENHEIMER PRINCIPAL PROTECTED MAIN STREET FUND III (the “Fund”), OPPENHEIMERFUNDS, INC., a corporation organized under the laws of the State of Colorado (the “Adviser”), Merrill Lynch Bank USA, an industrial bank organized under the laws of the State of Utah (“Assignor”), and Main Place Funding, LLC, a limited liability company organized under the laws of the State of Delaware (“Assignee”).

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