0000950103-04-000705 Sample Contracts

CALCULATION AGENT AGREEMENT
Calculation Agent Agreement • May 11th, 2004 • J P Morgan Chase & Co • National commercial banks • New York

CALCULATION AGENT AGREEMENT dated as of May 7, 2004, between J.P. Morgan 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
Paying Agent, Registrar & Transfer Agent Agreement • May 11th, 2004 • J P Morgan Chase & Co • National commercial banks • New York

THIS AGREEMENT is dated as of December 18, 2003, and shall remain in effect thereafter, among J.P. Morgan 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 JPMorgan Chase Bank, a New York banking corporation (the “Bank”).

J.P. MORGAN CHASE & CO. GLOBAL MEDIUM-TERM NOTES, SERIES E GLOBAL WARRANTS, SERIES E GLOBAL UNITS, SERIES E MASTER AGENCY AGREEMENT
Master Agency Agreement • May 11th, 2004 • J P Morgan Chase & Co • National commercial banks • New York

Authenticating Agreement. Each Note, each Warrant and each Unit will be represented by, in the case of the Notes, a Global Note, in the case of the Warrants, a Global Warrant, and in the case of the Units, a Global Unit (each as defined below) delivered to Deutsche Bank, as agent for The Depository Trust Company (“DTC”), and recorded in the book-entry system maintained by DTC (in the case of a Note, a “Book-Entry Note,” in the case of a Warrant, a “Book-Entry Warrant,” and, in the case of a Unit, a “Book-Entry Unit”). Each Note or Warrant which may be included in any Unit will be issued in the corresponding global form. Except as set forth in the Indenture, in the case of Notes, any Warrant Agreement, in the case of Warrants or any Unit Agreement, in the case of Units, an owner of a Book-Entry Note, Book-Entry Warrant or Book-Entry Unit (or of any Note or Warrant included in such Book-Entry Unit), as the case may be, will not be entitled to receive a Certificated Note (including with r

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