0000891092-08-005654 Sample Contracts

JPMORGAN CHASE & CO. CALCULATION AGENT AGREEMENT
Calculation Agent Agreement • November 21st, 2008 • J P Morgan Chase & Co • National commercial banks • New York

CALCULATION AGENT AGREEMENT dated as of November 21, 2008 between JPMorgan Chase & Co., a Delaware corporation (hereinafter called the “Issuer”), having its principal office at 270 Park Avenue, New York, New York 10017-2070, and J.P. Morgan Securities Inc. (hereinafter sometimes called the “Calculation Agent,” which term shall, unless the context shall otherwise require, include its successors and assigns), having its principal office at 270 Park Avenue, New York, New York 10017-2070.

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PAYING AGENT, REGISTRAR & TRANSFER AGENT AND AUTHENTICATING AGENT AGREEMENT
Agent Agreement • November 21st, 2008 • J P Morgan Chase & Co • National commercial banks • New York

THIS AGREEMENT is dated as of October 2, 2006, and shall remain in effect thereafter, among JPMorgan Chase & Co., a corporation organized under the laws of the State of Delaware (the “Issuer”), Deutsche Bank Trust Company Americas (f/k/a Bankers Trust Company), a New York banking corporation (the “Trustee”), and The Bank of New York, a New York banking corporation (the “Bank”).

MASTER ADDENDUM TO MASTER AGENCY AGREEMENT AND CALCULATION AGENT AGREEMENT EACH DATED DECEMBER 1, 2005
Master Agency Agreement and Calculation Agent Agreement • November 21st, 2008 • J P Morgan Chase & Co • National commercial banks

This is an Addendum to the Master Agency Agreement between JPMorgan Chase & Co. (the “Company”) and J.P. Morgan Securities Inc. (“JPMSI”) and each Additional Agent thereto dated as of December 1, 2005 (the “Master Agency Agreement”). In addition, this is an addendum to the Calculation Agent Agreement between the Company and JPMSI dated December 1, 2005 (the “Calculation Agent Agreement”). Capitalized terms not otherwise defined herein shall have the same meaning as in the respective agreement. Notwithstanding any language in the Master Agency Agreement and Calculation Agent Agreement to the contrary, the parties hereto agree and acknowledge as follows:

ADDENDUM TO MASTER AGENCY AGREEMENT
Master Agency Agreement • November 21st, 2008 • J P Morgan Chase & Co • National commercial banks

This is an Addendum dated as of October 12, 2006 to the Master Agency Agreement between JPMorgan Chase & Co. (the “Company”) and J.P. Morgan Securities Inc. (“JPMSI”), dated December 1, 2005 (the “Agreement”). Capitalized terms not otherwise defined herein shall have the same meaning as in the Agreement or in the applicable exhibit thereto, as the case may be. Notwithstanding any language in the Agreement or in the applicable exhibit thereto to the contrary, the parties hereto agree and acknowledge as follows:

AMENDMENT NO. 1 TO MASTER AGENCY AGREEMENT
Master Agency Agreement • November 21st, 2008 • J P Morgan Chase & Co • National commercial banks • New York

Program Securities other than Notes, Warrants, Units or any combination thereof, whether issued alone or as part of a Unit, will have the terms as set forth in supplements to the Prospectus and Term Sheets.

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