EX-4.1.C





Exhibit 4.1(c)




JPMORGAN CHASE & CO.




(formerly known as Chemical Banking Corporation)




AND




DEUTSCHE BANK TRUST COMPANY AMERICAS




(formerly known as Bankers Trust Company,




as successor to The Chase Manhattan Corporation),




as Trustee




FIFTH SUPPLEMENTAL INDENTURE




Dated as of December 22, 2008




to




INDENTURE




Dated as of December 1, 1989




SENIOR DEBT SECURITIES




 









 





          FIFTH SUPPLEMENTAL INDENTURE, dated as of December 9, 2008, between JPMORGAN CHASE & CO.
(formerly known as Chemical Banking Corporation), a Delaware corporation (the “Company”),
and DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly known as Bankers Trust Company), a New York
banking corporation, as successor to The Chase Manhattan Bank (National Association), as trustee
(the “Trustee,” which term shall include any successor trustee appointed pursuant to
Article Six of the Indenture hereafter referred to). Capitalized terms not otherwise defined
herein shall have the meanings set forth in the Indenture).




RECITALS OF THE COMPANY




          The Company and the Trustee have heretofore executed and delivered a certain Indenture, dated
as of December 1, 1989 (the “Base Indenture”), as supplemented by the Agreement of Resignation,
Appointment and Acceptance, dated as of March 29, 1996, and as amended by the First Supplemental
Indenture, dated as of November 1, 2007, the Second Supplemental Indenture, dated as of December 2,
2008, the Third Supplemental Indenture, dated as of December 9, 2008, and the Fourth Supplemental
Indenture, dated as of December 12, 2008 (as supplemented and amended, the “Indenture”), providing
for the issuance from time to time of Securities;




          Section 901(5) of the Base Indenture provides that, without the consent of any Holders of any
Securities, the Company, when authorized by Board Resolution, and the Trustee, at any time and from
time to time, may enter into one or more indentures supplemental to the Indenture, in form
satisfactory to the Trustee, to change or eliminate any of the provisions of the Indenture,
provided that any such change or elimination shall become effective only when there is no Security
Outstanding of any series created prior to the execution of such supplemental indenture which is
entitled to the benefit of such provision;




          Section 201 of the Base Indenture provides that, without the consent of any Holders of any
Securities, the Company, when authorized by Board Resolution or in one or more indentures
supplemental to the Indenture, may establish the form of Securities of any series, in each case
with such appropriate insertions, omissions, substitutions and other variations as are required or
permitted by the Indenture;




          The Company desires and has requested that the Trustee join in the execution of this Fifth
Supplemental Indenture for the purpose of amending certain provisions of the Indenture and
establishing the form of certain Securities as hereinafter set forth;




          The execution and delivery of this Fifth Supplemental Indenture has been authorized by a Board
Resolution of the Company; and




          All conditions precedent and requirements necessary to make this Fifth Supplemental Indenture
a valid and legally binding instrument in accordance with its terms have been complied with,
performed and fulfilled and the execution and delivery hereof have been in all respects duly
authorized;




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          NOW, THEREFORE, THIS FIFTH SUPPLEMENTAL INDENTURE WITNESSETH:




          For and in consideration of the premises and intending to be legally bound hereby, it is
mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of
Securities of the applicable series referred to below, as follows:




ARTICLE ONE




REPRESENTATIONS OF THE COMPANY




          The Company represents and warrants to the Trustee as follows:




          SECTION 1.1.   The Company is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware.




          The execution, delivery and performance by the Company of this Fifth Supplemental Indenture
have been authorized and approved by all necessary corporate action on the part of it.




ARTICLE TWO




SCOPE OF THIS SUPPLEMENTAL INDENTURE




          SECTION 2.1.   The changes, modifications and supplements to the Indenture effected by this
Supplemental Indenture shall only be applicable with respect to, and govern the terms of, the
FDIC-Guaranteed Series (as defined herein), and shall not apply to any other series of Securities.




ARTICLE THREE




AMENDMENTS




          SECTION 3.1.   Section 101 of the Base Indenture is hereby amended by adding the following
definitions:




          “Authorized Representative” has the meaning specified in Section 1403.




          “Debt Guarantee Program” has the meaning specified in Section 1402.




          “Effective Period” has the meaning specified in Section 1406.





     “FDIC” means the Federal Deposit Insurance Corporation, a corporation organized under
the laws of the United States.



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     “FDIC-Guaranteed Series” means any series of Securities that is issued on or after the
date hereof and is guaranteed by the FDIC pursuant to its Temporary Liquidity Guarantee
Program.



          “Master Agreement” has the meaning specified in Section 1408.





     “Temporary Liquidity Guarantee Program” means the Temporary Liquidity Guarantee Program
established pursuant to 12 C.F.R. Part 370.



          SECTION 3.2.   Section 202 of the Base Indenture shall not apply to the FDIC-Guaranteed Series
and the Form of Face of Note relating to the FDIC-Guaranteed Series attached hereto as Annex A
shall hereby be inserted with respect to the FDIC-Guaranteed Series in lieu thereof.




          SECTION 3.3.   Section 203 of the Base Indenture shall not apply to the FDIC-Guaranteed Series
and the Form of Reverse of Note relating to the FDIC-Guaranteed Series attached hereto as Annex A
shall hereby be inserted with respect to the FDIC-Guaranteed Series in lieu thereof.




          SECTION 3.4.   Sections 501(A)(1) and 501(A)(2) of the Base Indenture shall not apply to the
FDIC-Guaranteed Series and the following paragraphs shall hereby be inserted with respect to the
FDIC-Guaranteed Series in lieu thereof:





     (1) default (a) by the Company in the payment of interest, if any, upon any
Security of that series when it becomes due and payable and continuance of such
default for a period of 30 days and (b) by the FDIC in the payment of interest, if
any, upon any Security of that series in accordance with the Temporary Liquidity
Guarantee Program (12 C.F.R. Part 370); or




     (2) default (a) by the Company in the payment of the principal of (or premium,
if any, on) any Security of that series at its Maturity and (b) by the FDIC in the
payment of the principal of (or premium, if any, on) any Security of that series in
accordance with the Temporary Liquidity Guarantee Program (12 C.F.R. Part 370); or



          SECTION 3.5.   The first paragraph of Section 502 of the Base Indenture shall not apply to the
FDIC-Guaranteed Series and the following paragraph shall hereby be inserted with respect to the
FDIC-Guaranteed Series in lieu thereof:





If an Event of Default specified in Sections 501(A)(1) or 501(A)(2) occurs and is
continuing, then and in every such case the Trustee or the Holders of not less than
25% in principal amount of the Outstanding Securities of that series may declare the
principal amount (or, if the Securities of that series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the terms of
that series) of all of the Securities of that series to be due and payable



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immediately, by a notice in writing to the Company (and to the Trustee if given by
Holders), and upon any such declaration such principal amount (or specified amount)
shall become immediately due and payable.



          SECTION 3.6.   The Base Indenture is hereby amended by adding the following Article Fourteen
with respect to the FDIC-Guaranteed Series immediately following Article Thirteen.




“ARTICLE FOURTEEN”




Certain Matters Pertaining to the FDIC-Guaranteed Series




     Section 1401. Applicability.




     The provisions of this Article Fourteen shall apply to each FDIC-Guaranteed Series
issued under this Indenture, but shall not apply to any other series of Securities.



     Section 1402. Acknowledgement of the FDIC’s Debt Guarantee Program.




     The parties to this Indenture acknowledge that the Company has not opted out of
the Debt Guarantee Program as set forth in 12 C.F.R. Part 370 (the “Debt Guarantee
Program”) established by the FDIC under its Temporary Liquidity Guarantee Program.




     As a result, this debt is guaranteed under the FDIC Temporary Liquidity
Guarantee Program and is backed by the full faith and credit of the United States.
The details of the FDIC guarantee are provided in the FDIC’s regulations, 12 C.F.R.
Part 370, and at the FDIC’s website, www.fdic.gov/tlgp. The expiration date of the
FDIC’s guarantee is the earlier of the maturity date of this debt or June 30, 2012.



     Section 1403. Trustee Designated as Representative.




     The Trustee is designated under this Indenture as the duly authorized
representative of the Holders for purposes of making claims and taking other
permitted or required actions under the Debt Guarantee Program (the “Authorized
Representative”).   Any Holder may elect not to be represented by the Authorized
Representative by providing written notice of such election to the Authorized
Representative (it being understood that such election shall not affect the
Trustee’s capacity hereunder except as the representative of such Holder under the
Debt Guarantee Program).  The Company hereby authorizes and directs the Authorized
Representative to take all actions on behalf of the Holders that the Authorized
Representative is required or empowered to take on behalf of the Holders pursuant to
the Debt Guarantee Program, including, without limitation, in the event the Company
fails to make any payment in respect of Securities of an FDIC-Guaranteed Series on
the date such payment is due, to take all reasonable



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actions to pursue guarantee payments from the FDIC pursuant to the Debt Guarantee
Program.




     In particular, (i) on the 30th day from the date the Company defaults in
payment of interest, which default has not been cured by the Company by such 30th
day, or (ii) no later than the fourth (4th) business day after Maturity, in the case
of default in principal, the Authorized Representative shall make a demand on behalf
of the Holders to the FDIC for payment of the guaranteed amount under the Debt
Guarantee Program. Such demand shall be accompanied by a proof of claim, which
shall include evidence, to the extent not previously provided in the Master
Agreement, in form and content satisfactory to the FDIC, of: (A) the Authorized
Representative’s financial and organizational capacity to act as representative
under the Temporary Liquidity Guarantee Program; (B) the Authorized Representative’s
exclusive authority to act on behalf of the Holders and its fiduciary responsibility
to the Holders when acting as such, as established by the terms of this Indenture;
(C) the occurrence of a payment default with respect to Securities of an
FDIC-Guaranteed Series; and (D) the authority to make an assignment of the Holders’
right, title, and interest in the Securities of the applicable FDIC-Guaranteed
Series to the FDIC and to effect the transfer to the FDIC of the Holder’s claim in
any insolvency proceeding. Such assignment shall include the right of the FDIC to
receive any and all distributions on the Securities of the applicable
FDIC-Guaranteed Series from the proceeds of the receivership or bankruptcy estate.
Any demand under this Section 1403 shall be made in writing and directed to the
Director, Division of Resolution and Receiverships, Federal Deposit Insurance
Corporation, Washington, D.C., and shall include all supporting evidences as
provided in this Section 1403, and shall certify to the accuracy thereof.



     Section 1404. Subrogation of the FDIC.




     The FDIC shall be subrogated to all of the rights of the Holders and the
Authorized Representative under this Indenture against the Company in respect of any
amounts paid to the Holders, or for the benefit of the Holders, under any
FDIC-Guaranteed Series by the FDIC pursuant to the Debt Guarantee Program.



     Section 1405. Assignment upon Guarantee Payment.




     The Holders hereby authorize the Authorized Representative, at such time as the
FDIC shall commence making any guarantee payments to the Authorized Representative
for the benefit of the Holders of any FDIC-Guaranteed Series pursuant to the Debt
Guarantee Program, to execute an assignment in the form attached to this Indenture
as Annex C pursuant to which the Authorized Representative shall assign to the FDIC
its right to receive any and all payments from the Company under this Indenture on
behalf of the Holders of such FDIC-Guaranteed Series. The Issuer hereby consents and
agrees that the FDIC is an



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acceptable transferee for all or any portion of payments made in respect of the
FDIC-Guaranteed Series for all purposes of this Indenture and upon any such
assignment, the FDIC shall be deemed a Holder under this Indenture for all purposes
hereof, and the Company hereby agrees to take such reasonable steps as are necessary
to comply with any relevant provision of this Indenture as a result of such
assignment.



     Section 1406. Surrender of Senior Unsecured Debt Instrument to the FDIC.




     If, at any time on or prior to the expiration of the period during which any
FDIC-Guaranteed Series is guaranteed by the FDIC under the Debt Guarantee Program
(the “Effective Period”), payment in full with respect to any Security of such
FDIC-Guaranteed Series shall be made pursuant to the Debt Guarantee Program on the
outstanding principal and accrued interest to such date of payment, the Holder
shall, or the Holder shall cause the person or entity in possession to, promptly
surrender to the FDIC the certificate, note or other instrument evidencing such
Security, if any.



     Section 1407. Notice Obligations to FDIC of Payment Default.




     If, at any time prior to the earlier of (a) full satisfaction of the payment
obligations in respect of any FDIC-Guaranteed Series, or (b) expiration of the
Effective Period with respect to thereto, the Company is in default of any payment
obligation in respect of such FDIC-Guaranteed Series hereunder or under the
Securities of such series, including timely payment of any accrued and unpaid
interest in respect of the Securities of such FDIC-Guaranteed Series, without regard
to any cure period, the Authorized Representative covenants and agrees that it shall
provide written notice to the FDIC within one (1) Business Day of such payment
default at the address set forth below, or at such other address or by such other
means of delivery as the FDIC may specify from time to time:


The Federal Deposit Insurance Corporation

Deputy Director, Receivership Operations Branch

Division of Resolutions and Receiverships

Attention: Master Agreement

550 17th Street, N.W.

Washington, DC 20429




     Section 1408. Ranking.




     Any indebtedness of the Company to the FDIC arising under Section 2.03 of the
Master Agreement entered into by the Company and the FDIC in connection with the
Debt Guarantee Program (the “Master Agreement”) will constitute a senior unsecured
general obligation of the Company, ranking pari passu with Securities of any
FDIC-Guaranteed Series issued hereunder.



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     Section 1409. No Modifications without FDIC Consent.




     Notwithstanding anything to the contrary contained in Article Nine, without the
express written consent of the FDIC, the parties hereto agree not to amend, modify,
supplement or waive any provision in this Indenture or the Securities that is
related to the principal or interest payment, default or ranking of the Securities
of any FDIC-Guaranteed Series; that is required to be included herein or therein
pursuant to the Master Agreement; or any provision herein or therein that would
require the consent of each Holder of Securities of such series.



               SECTION 3.7.   The Indenture is hereby amended by attaching as Annex C thereto the
Form of Assignment attached to this Fifth Supplemental Indenture as Annex C.



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ARTICLE FOUR




MISCELLANEOUS




          SECTION 4.1.   Except as amended hereby, the Indenture and the Securities are in all
respects ratified and confirmed and all the terms thereof shall remain in full force and
effect and the Indenture, as so amended, shall be read, taken and construed as one and the
same instrument.




          SECTION 4.2.   The Trustee accepts the modification of the Indenture effected by this Fifth
Supplemental Indenture, but only upon the terms and conditions set forth in the Indenture. Without
limiting the generality of the foregoing, the Trustee assumes no responsibility for the correctness
of the recitals herein contained, which shall be taken as the statements of the Company.




          SECTION 4.3.   If and to the extent that any provision of this Fifth Supplemental Indenture
limits, qualifies or conflicts with another provision included in this Fifth Supplemental Indenture
or in the Indenture that is required to be included in this Fifth Supplemental Indenture or the
Indenture by any of the provisions of Sections 310 to 317, inclusive, of the Trust Indenture Act of
1939, such required provision shall control.




          SECTION 4.4.   Nothing in this Fifth Supplemental Indenture is intended to or shall provide
any rights to any parties other than those expressly contemplated by this Fifth Supplemental
Indenture.




          SECTION 4.5.   This Fifth Supplemental Indenture shall be deemed to be a contract made under
the laws of the State of New York, and for all purposes shall be governed by and construed in
accordance with the laws of said State.




          SECTION 4.6.   This Fifth Supplemental Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.





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          IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and attested all as of
the day and year first above written.




	 	 	 	 	 
	 	JPMORGAN CHASE & CO.

 	 
	 	By  	 	 
	 	 	Name:  	Tod J. Gordon 	 
	 	 	Title:  	Managing Director 	 
	 



(Corporate Seal)




Attest:




	 	 	 
	 

Assistant Secretary

	 	 
	 
	 	 
	DEUTSCHE BANK TRUST COMPANY
	 	 
	  AMERICAS, as Trustee
	 	 
	 
	 	 
	(Corporate Seal)
	 	 
	 
	 	 
	Attest:
	 	 
	 
	 	 
	 


	 	 






 









 






Annex A




	 	 	 	 	 
	[Registered]
	 	 	 	[Registered]






JPMORGAN CHASE & CO.

[__] [FLOATING RATE] GUARANTEED NOTES DUE [__]



This Security is not a Deposit or other obligation of a depository institution. This Security is
guaranteed under the Federal Deposit Insurance Corporation (the “FDIC”)’s Temporary Liquidity
Guarantee Program and is backed by the full faith and credit of the United States. The details of
the FDIC guarantee are provided in the FDIC’s regulations, 12 C.F.R. Part 370, and at the FDIC’s
website, www.fdic.gov/tlgp. The expiration date of the FDIC’s guarantee is the earlier of the
maturity date of this Security or June 30, 2012.



[for Securities sold in the United States, insert the following legends:



[This Security is a Global Security within the meaning of the Indenture hereinafter referred to and
is registered in the name of Cede & Co., the nominee of The Depository Trust Company (the
“Depositary”). This Global Security is exchangeable for Securities registered in the name of a
Person other than the Depositary or its nominee only in the limited circumstances described in the
Indenture, and no transfer of this Security (other than a transfer of this Security as a whole by
the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary
or another nominee of the Depositary) may be registered except in such limited circumstances. The
Depositary will not sell, assign, transfer or otherwise convey any beneficial interest in this
Global Security unless such beneficial interest is in an amount equal to an authorized denomination
for Securities of the series, and the Depositary, by its acceptance hereof, agrees to be so bound.



Unless this Security is presented by an authorized representative of the Depositary to JPMorgan
Chase & Co. or its agent for registration of transfer, exchange or payment, and any Security issued
is registered in the name of Cede & Co. or such other name as is requested by an authorized
representative of the Depositary (and any payment is made to Cede & Co. or to such other entity as
is an authorized representative of the Depositary), any transfer, pledge or other use hereof for
value or otherwise by or to any person is wrongful since the registered owner hereof, Cede & Co.,
has an interest herein.]



[for Securities sold outside the United States, insert the following legends:



THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES

SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD WITHIN
THE UNITED STATES OR TO OR FOR THE BENEFIT OF U.S. PERSONS (EACH AS DEFINED IN REGULATION S OF THE
SECURITIES ACT).



THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF




 









 







[THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED], THE NOMINEE OF EUROCLEAR BANK S.A./N.V.
(“EUROCLEAR”) AND CLEARSTREAM BANKING, SOCIéTé ANONYME (“CLEARSTREAM”, AND TOGETHER WITH EUROCLEAR,
THE “CLEARING SYSTEMS”). THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE
NAME OF A PERSON OTHER THAN A NOMINEE FOR THE CLEARING SYSTEMS IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS
SECURITY AS A WHOLE BY THE NOMINEE OF THE CLEARING SYSTEMS TO ANOTHER NOMINEE OF THE CLEARING
SYSTEMS) MAY BE REGISTERED EXCEPT IN SUCH LIMITED CIRCUMSTANCES. THE NOMINEE AND [THE BANK OF NEW
YORK MELLON], AS COMMON DEPOSITARY FOR THE CLEARING SYSTEMS, WILL NOT SELL, ASSIGN, TRANSFER OR
OTHERWISE CONVEY ANY BENEFICIAL INTEREST IN THIS GLOBAL SECURITY UNLESS SUCH BENEFICIAL INTEREST IS
IN AN AMOUNT EQUAL TO AN AUTHORIZED DENOMINATION FOR SECURITIES OF THE SERIES, AND THE NOMINEE AND
COMMON DEPOSITARY FOR THE CLEARING SYSTEMS, BY THEIR ACCEPTANCE HEREOF, AGREES TO BE SO BOUND.



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR OR CLEARSTREAM,
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF ITS AUTHORIZED NOMINEE OR SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF EUROCLEAR OR CLEARSTREAM (AND ANY PAYMENT IS MADE TO ITS AUTHORIZED
NOMINEE, OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR OR
CLEARSTREAM) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, ITS AUTHORIZED NOMINEE, HAS AN INTEREST HEREIN.



TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF EUROCLEAR OR CLEARSTREAM OR TO SUCCESSORS THEREOF OR SUCH SUCCESSOR’S NOMINEES AND
TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.]




[R- ]




[$___] [[£/€___]

CUSIP No: [___]

ISIN No: [___]




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JPMorgan Chase & Co., a corporation duly organized and existing under the laws of the State of
Delaware (herein called the “Company”, which term includes any successor corporation under the
Indenture hereinafter referred to), for value received, hereby promises to pay to



[for Securities sold outside the United States, insert [THE BANK OF NEW YORK DEPOSITORY (NOMINEES)
LIMITED]



[for Securities sold in the United States, insert [CEDE & CO.], or registered assigns,

the principal sum of




[__] ($[__])



on [___], [___], on the terms and in the manner described on the reverse hereof, and to pay interest,
[for Securities with fixed rate interest, insert: [semi-]annually in arrears on [[___] and][___] of
each year, commencing [___], 200[_], and at maturity on said principal sum, at the rate of [___] per
annum from the next preceding [[___] or] [___], [as the case may be,] unless no interest has been
paid on this Security, in which case from [___], 200[_], until the payment of said principal sum has
been made or duly provided for; provided, however, that if the Company shall default in the payment
of interest due on such [[___] or] [___], then this Security shall bear interest from the next
preceding [[___] or] [___] to which interest has been paid, or, if no interest has been paid on this
Security, from [___], 2008. The interest so payable, and punctually paid or duly provided for, on
any interest payment date shall, as provided in the Indenture referred to on the reverse hereof, be
paid to the Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest, which shall be
the [[___] or] [___] (whether or not a Business Day), [as the case may be,] next preceding such [[___]
or] [___].]



[for Securities with floating rate interest, insert: [[quarterly, monthly, semi-annually or
annually] in arrears on [___] of each year, commencing [___], 200[_] at a floating rate equal to the
[___] rate plus [___]% per annum. The period beginning on and including [___], 200[_] and ending on
but excluding the first interest payment date and each successive period beginning on and including
an interest payment date and ending on but excluding the next interest payment date is an “interest
period.” [___], as calculation agent, shall calculate the interest rate for each interest period
based on [___], prior to the first day of such interest period. The interest so payable, and
punctually paid or duly provided for, on any interest payment date shall, as provided in the
Indenture referred to on the reverse hereof, be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of business on the Regular Record
Date for such interest, which shall be the [___] day of the month preceding the month in which the
interest payment date occurs.]



Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable
to the Holder on such Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to the Holders of Securities of this series not less than 10 days prior to


4









 






such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully provided in said
Indenture.



Payment of principal of and any such interest on this Security shall be made at the office or
agency of the Company maintained for that purpose in [for Securities sold in the United States,
insert: the Borough of Manhattan, The City of New York, in such coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private
debts] [for Securities sold outside the United States on a Reg 144A or Reg S Basis, insert:
[London, in [Pounds Sterling or in such other coin or currency of the United Kingdom] / [Euro or in
such coin or currency that is the lawful currency of the member states of the European Union that
adopt the single currency in accordance with the Treaty of Rome of March 25, 1957 establishing the
European Community (as amended and supplemented from time to time) and as at the time of payment is
legal tender for the payment of public and private debts]; provided, however, that at the option of
the Company, payment of interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register.



Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.



Unless the certificate of authentication hereon has been executed by the Trustee referred to on the
reverse hereof, or an Authenticating Agent, by manual signature, this Security shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any purpose.




[Balance of Page Intentionally Blank]




5









 








          IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal.




Date: [__]




JPMORGAN CHASE & CO.




By:



Name:

Title:




Attest:



Name:

Title:




[Seal]




TRUSTEE’S CERTIFICATE OF AUTHENTICATION



This is one of the Securities of the series designated therein

referred to in the within-mentioned Indenture.



DEUTSCHE BANK TRUST COMPANY AMERICAS (formerly known as Bankers Trust Company),

AS TRUSTEE



By THE BANK OF NEW YORK MELLON

as Authenticating Agent



By:
  Authorized Officer





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Annex B






[REVERSE OF SECURITY]




[__] [FLOATING RATE] GUARANTEED NOTES DUE [__]



This Security is one of a duly authorized issue of senior debt securities of the Company (herein
called the “Securities”) of the series hereinafter specified, all issued or to be issued under and
pursuant to the Indenture, dated as of December 1, 1989 (as supplemented by the Agreement of
Resignation, Appointment and Acceptance, dated as of March 29, 1996), as amended by the First
Supplemental Indenture, dated as of November 1, 2007, the Second Supplemental Indenture, dated as
of December 2, 2008, the Third Supplemental Indenture, dated as of December 9, 2008, the Fourth
Supplemental Indenture, dated as of December 12, 2008, and the Fifth Supplemental Indenture, dated
as of December 22, 2008 (as amended and supplemented, the “Indenture”), between the Company and
Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), as trustee (the
“Trustee” which term includes any successor trustee under the Indenture), duly executed and
delivered by the Company. Reference is hereby made to the Indenture and all indentures
supplemental thereto for a description of the respective rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Company, the holders of Senior
Indebtedness and Additional Senior Obligations and the holders of the Securities. Terms defined in
the Indenture are used herein as so defined. The Securities may be issued in one or more series,
which different series may be issued in various aggregate principal amounts, may mature at
different times, may bear interest, if any, at different rates, may be subject to different
redemption provisions, if any, may be subject to different sinking funds, if any, may be subject to
different covenants and Events of Default and may otherwise vary as provided in the Indenture.
This Security is one of the series designated as the [___] [Floating Rate] Guaranteed Notes due [___]
of the Company (herein called the “Notes”), which series shall have a current aggregate principal
amount of [___], which principal amount may be increased from time to time through the issuance of
additional Notes.



[This Security is not redeemable prior to maturity and is not subject to any sinking fund.]



[for Securities with fixed rate interest, insert: Interest on this Security shall be computed on
the basis of a 360-day year consisting of twelve 30-day months.]



If an Event of Default concerning: (1) default (a) by the Company in the payment of interest, if
any, upon any Security of that series when it becomes due and payable and continuance of such
default for a period of 30 days and (b) by the FDIC in the payment of interest, if any, upon any
Security of that series in accordance with the Temporary Liquidity Guarantee Program (12 C.F.R.
Part 370); or (2) default (a) by the Company in the payment of the principal of (or premium, if
any, on) any Security of that series at its Maturity and (b) by the FDIC in the payment of the
principal of (or premium, if any, on) any Security of that series in accordance with the Temporary
Liquidity Guarantee Program (12 C.F.R. Part 370) shall occur and is continuing, the principal of
the Securities of this series may be declared due and payable in the manner and with the effect
provided in the Indenture. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal and overdue


7









 






interest (in each case to the extent that the payment of such interest shall be legally
enforceable), all of the Company’s obligations in respect of the payment of the principal of and
interest, if any, on the Securities of this series shall terminate.



The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of a majority in principal amount of the Securities at the
time Outstanding of each series to be affected; provided, however, that the express written consent
of the FDIC will be required to amend, modify or waive any provision of the Securities that
comprise the FDIC-Guaranteed Series or the provisions of the Indenture relating to principal,
interest, default or ranking provisions of such Securities; any provisions of the notes or the
Indenture required to be included by a “Master Agreement” between the Company and the FDIC relating
to the Company’s participation in the “Debt Guarantee Program” component of the FDIC’s Temporary
Liquidity Guarantee Program; or any other provision that would require the consent of all holders
of the Securities. The Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each series at the time Outstanding, on behalf
of the Holders of all Securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation
of such consent or waiver is made upon this Security.



No reference herein to the Indenture and no provision of this Security or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of and interest (if any) on this Security at the times, place and rate, and in the coin
or currency, herein prescribed.



As provided in the Indenture and subject to certain limitations therein set forth, the transfer of
this Security is registrable in the Security Register, upon surrender of this Security for
registration of transfer in any place where the principal of and interest (if any) on this Security
are payable, duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of this series, of
authorized denominations and for the same aggregate principal amount, shall be issued to the
designated transferee or transferees.



[The Securities of this series are issuable only in registered form without coupons in
denominations of [$2,000 and any larger integral multiples of $1,000] [[£/€___] and any larger
multiples of [£/€___]. As provided in the Indenture and subject to certain limitations therein
set forth, Securities of this series are exchangeable for a like aggregate principal amount of
Securities of this series of like tenor of a different authorized denomination, as requested by the
Holder surrendering the same.




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No service charge shall be made for any such registration of transfer or exchange, but the Company
may require payment of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith.



Prior to due presentment of this Security for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name this Security is
registered as the owner hereof and for all purposes, whether or not this Security shall be overdue,
and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.



No recourse for the payment of the principal of (or premium, if any) or interest on this Security
or for any claim based hereon or otherwise in respect hereof, and no recourse under or upon any
obligation, covenant or agreement of the Company in the Indenture or any indenture supplemental
thereto or in this Security, or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, stockholder, officer or director, as such, past, present or
future, of the Company or of any successor corporation, either directly or through the Company, or
any successor corporation, whether by virtue of any constitution, statute or rule of law or by the
enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof, expressly waived and released by each
holder of this Security.



By the acceptance of this Security, the Holder hereof hereby agrees to the appointment of the
Trustee as its Authorized Representative for purposes of making claims and taking all actions
permitted or required under the Debt Guarantee Program and in accordance with the terms of, and
under the circumstances set forth in, the Indenture. Any Holder may elect not to be represented by
the Authorized Representative by providing written notice of such election to the Authorized
Representative (it being understood that such election shall not affect the Trustee’s capacity
under the Indenture except as the representative of such Holder under the Debt Guarantee Program).



All terms used in this Security which are defined in the Indenture shall have the meanings assigned
to them in the Indenture.



This Security shall be governed by and construed in accordance with the laws of the State of New
York.




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Annex C




FORM OF ASSIGNMENT1




     This Assignment is made pursuant to the terms of Section 1405 of the Indenture, dated as of
December 1, 1989, as supplemented by the Agreement of Resignation, Appointment and Acceptance,
dated as of March 29, 1996, and as amended by the First Supplemental Indenture, dated as of
November 1, 2007, the Second Supplemental Indenture, dated as of December 2, 2008, the Third
Supplemental Indenture, dated as of December 9, 2008, the Fourth Supplemental Indenture, dated as
of December 12, 2008, and the Fifth Supplemental Indenture, dated as of December 22, 2008 (as
amended and supplemented, the “Indenture”), between JPMORGAN CHASE & CO. (formerly known as
Chemical Banking Corporation), a Delaware corporation (the “Company”), and DEUTSCHE BANK
TRUST COMPANY AMERICAS (formerly known as Bankers Trust Company), (the “Trustee”), acting
on behalf of the Holders of the Securities issued under the Indenture who have not opted out of
representation by the Trustee (the “Holders”) with respect to [designate series] (the
“Assigned FDIC-Guaranteed Series”). Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned thereto in the Indenture.



     For value received, the Trustee, on behalf of the Holders (the “Assignor”), hereby
assigns to the Federal Deposit Insurance Corporation (the “FDIC”), without recourse, all of
the Assignor’s respective rights, title and interest in and to: (a) the certificates or other
instruments evidencing the Securities of the Assigned FDIC-Guaranteed Series issued under
the Indenture (the “Notes”); (b) the Indenture; and (c) any other instrument or agreement
executed by the Company regarding obligations of the Company under the Notes or the Indenture
(collectively, the “Assignment”).



     The Assignor hereby certifies that:



          1. Without the FDIC’s prior written consent, the Assignor has not:





     (a) agreed to any material amendment of the Notes or the Indenture or to any
material deviation from the provisions thereof; or




     (b) accelerated the maturity of the Notes.


[Instructions to the Assignor: If the Assignor has not assigned or transferred any interest in the
Notes and related documentation, such Assignor must include the following representation.]





     2. The Assignor has not assigned or otherwise transferred any interest in the Notes or
Indenture;





 




			
	1	 	This Form of Assignment shall be modified as
appropriate if the assignment is being made by an individual Holder rather than
the Trustee or if the debt being assigned is not in certificated form or
otherwise represented by a written instrument.




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  [Instructions to the Assignor: If the Assignor has assigned a partial interest in the Notes
and related documentation, the Assignor must include the following representation.]





     2. The Assignor has assigned part of its rights, title and interest in the Notes and
the Indenture to                      pursuant to the                      agreement, dated as of
                    , 20___, between                     , as assignor, and                     , as assignee, an
executed copy of which is attached hereto.



     The Assignor acknowledges and agrees that this Assignment is subject to the Indenture and to
the following:




     1. In the event the Assignor receives any payment under or related to the Notes or the
Indenture from a party other than the FDIC (a “Non-FDIC Payment”):




     (a) after the date of demand for a guarantee payment on the FDIC pursuant to 12
C.F.R. Part 370, but prior to the date of the FDIC’s first guarantee payment under
the Indenture pursuant to 12 C.F.R. Part 370, the Assignor shall promptly but in no
event later than four (4) Business Days after receipt notify the FDIC of the date
and the amount of such Non-FDIC Payment and shall apply such payment as payment made
by the Company, and not as a guarantee payment made by the FDIC, and therefore, the
amount of such payment shall be excluded from this Assignment; and




     (b) after the FDIC’s first guarantee payment under the Indenture, the Assignor
shall forward promptly to the FDIC such Non-FDIC Payment in accordance with the
payment instructions provided in writing by the FDIC.




     2. Acceptance by the Assignor of payment pursuant to the Debt Guarantee Program on
behalf of the Holders shall constitute a release by such Holders of any liability of the
FDIC under the Debt Guarantee Program with respect to such payment.



     The Person who is executing this Assignment on behalf of the Assignor hereby represents and
warrants to the FDIC that he/she/it is duly authorized to do so.



******




     IN WITNESS WHEREOF, the Assignor has caused this instrument to be executed and delivered this
___ day of                     , 20___.



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	[ASSIGNOR]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

(Signature)
	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 






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	 	 	 	(Print)	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

(Print)
	 	 






12









 





Consented
to and acknowledged by this ___ day of                     , 20___:



THE FEDERAL DEPOSIT INSURANCE CORPORATION




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

(Signature)
	 	 
	 
	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 

(Print)
	 	 
	 
	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 

(Print)
	 	 







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