0001193125-04-107270 Sample Contracts

BANK ONE CORPORATION, JPMORGAN CHASE BANK,
Resignation and Appointment Agreement • June 23rd, 2004 • J P Morgan Chase & Co • National commercial banks • New York

This GUARANTEE TRUSTEE RESIGNATION AND APPOINTMENT AGREEMENT (the “Agreement”), dated as of , 2004, among J.P. MORGAN CHASE & CO., a Delaware corporation (“Successor”), BANK ONE CORPORATION (successor to First Chicago NBD Corporation), a Delaware corporation (“Bank One”), JPMORGAN CHASE BANK (formerly known as The Chase Manhattan Bank), a New York banking corporation, as Guarantee Trustee or Preferred Guarantee Trustee, as the case may be, (the “Resigning Guarantee Trustee”), and THE BANK OF NEW YORK, a New York banking corporation (the “Successor Guarantee Trustee”).

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BANK ONE CORPORATION, JPMORGAN CHASE BANK,
Indenture • June 23rd, 2004 • J P Morgan Chase & Co • National commercial banks • New York

SUPPLEMENTAL INDENTURE, dated as of , 2004, among J.P. MORGAN CHASE & CO., a Delaware corporation (“Successor”), BANK ONE CORPORATION (successor to First Chicago NBD Corporation), a Delaware corporation (“Bank One”), JPMORGAN CHASE BANK (formerly known as The Chase Manhattan Bank), a New York banking corporation, as trustee (the “Resigning Trustee”), and THE BANK OF NEW YORK, a New York banking corporation (the “Successor Trustee”).

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