0000950123-06-002875 Sample Contracts

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First Supplemental Indenture • March 9th, 2006 • J P Morgan Chase & Co • National commercial banks • New York
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ARTICLE ONE
Supplemental Indenture • March 9th, 2006 • J P Morgan Chase & Co • National commercial banks
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Indenture • March 9th, 2006 • J P Morgan Chase & Co • National commercial banks • New York
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AND FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION, as Trustee
Second Supplemental Indenture • March 9th, 2006 • J P Morgan Chase & Co • National commercial banks • New York
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Indenture • March 9th, 2006 • J P Morgan Chase & Co • National commercial banks • New York
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Third Supplemental Indenture • March 9th, 2006 • J P Morgan Chase & Co • National commercial banks • New York
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Fourth Supplemental Indenture • March 9th, 2006 • J P Morgan Chase & Co • National commercial banks • New York
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J.P. MORGAN & CO. INCORPORATED, ISSUER AND CITIBANK, N.A., TRUSTEE INDENTURE
Indenture • March 9th, 2006 • J P Morgan Chase & Co • National commercial banks • New York
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JPMorgan Chase & Co. Long-Term Incentive Plan Award Agreement
Long-Term Incentive Plan Award Agreement • March 9th, 2006 • J P Morgan Chase & Co • National commercial banks

Subject to acceptance of this Award Agreement including its Terms and Conditions (which form a part of this Award Agreement), JPMorgan Chase & Co. (“JPMorgan Chase”) grants to you, as a matter of separate inducement and not in lieu of salary or other compensation for services, the following award pursuant to the JPMorgan Chase 1996 Long-Term Incentive Plan (“Plan”). Except as otherwise specified in the attached Terms and Conditions or herein, exercisability of the award is conditioned upon you being continuously employed by JPMorgan Chase or a subsidiary from the Grant Date to each relevant exercise date.

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December 29, 2005 Charles W. Scharf JPMorgan Chase & Co. Dear Charlie -
Equity Award Agreement • March 9th, 2006 • J P Morgan Chase & Co • National commercial banks

As we have discussed, we hereby amend and restate as of the date hereof that certain letter agreement dated February 25, 2004. Reference to the effective date means July 1, 2004, the effective date of merger of Bank One Corporation and JPMorgan Chase & Co. (the “Company”).

Sample 1
JPMorgan Chase & Co. Long-Term Incentive Plan Award Agreement
Long-Term Incentive Plan Award Agreement • March 9th, 2006 • J P Morgan Chase & Co • National commercial banks

Subject to acceptance of this Award Agreement including its Terms and Conditions (which form a part of this Award Agreement), JPMorgan Chase & Co. (“JPMorgan Chase”) grants to you, as a matter of separate inducement and not in lieu of salary or other compensation for services, the following award pursuant to the JPMorgan Chase 2005 Long-Term Incentive Plan (“Plan”). Except as otherwise specified in the attached Terms and Conditions or herein, exercisability of the award is conditioned upon you being continuously employed by JPMorgan Chase or a subsidiary from the Grant Date to each relevant exercise date.

Sample 1
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