SECOND AMENDED AND RESTATED SETTLEMENT AGREEMENT
Section 2.24. Plan Releases Matters. The Plan shall provide, to the
fullest extent legally permissible, that any Person, including, without limitation, each
REIT Trust Holder, receiving a distribution pursuant to the Plan shall release, and shall
be deemed to have released, the JPMC Entities, the FDIC Receiver, FDIC Corporate and
the Receivership from any and all Released Claims and any other Claims such Person
may have arising from or relating to the claims or interests for which such party is
receiving such distribution; provided, however, that, as set forth in Section 3.8 hereof,
nothing is or shall be intended, nor shall it be construed, to release any claims or defenses
that the JPMC Entities and the FDIC Parties may have pursuant to the Purchase and
Assumption Agreement. The releases that will be obtained through the Plan are essential
to the success of the reorganization and necessary to make the Plan feasible. Without
limiting the foregoing, in consideration for the waiver and release of the Releasees from
any and all Claims resulting from, among other things, the issuance or assignment of the
Trust Preferred Securities or any commitment, disclosure or non-disclosure with respect
thereto, the declaration of any Exchange Event, as defined in the offering materials
relating to the Trust Preferred Securities, with respect to the Trust Preferred Securities by
the OTS, the assignment of the Trust Preferred Securities subsequent thereto, and any and
all claims in any way related to the Trust Preferred Series or the REIT Series, pursuant to
the Plan, on the Effective Date, JPMC shall pay, or transfer to the Disbursing Agent, for
payment to each Releasing REIT Trust Holder its pro rata share of Fifty Million Dollars
($50,000,000.00), determined by multiplying (a) Fifty Million Dollars ($50,000,000.00)
times (b) an amount equal to (i) the principal amount of REIT Series held by such
Releasing REIT Trust Holder on the Voting Record Date, as defined in the Plan, divided
by (ii) the outstanding principal amount of all REIT Series (which is Four Billion Dollars
($4,000,000,000.00)); provided, however, that, at the election of JPMC, the amount
payable to Releasing REIT Trust Holders pursuant to this Section 2.24 may be paid in
shares of common stock of JPMC, having an aggregate value equal to the amount of cash
to be paid pursuant to this Section 2.24, valued at the average trading price during the
thirty (30) day period immediately preceding the Effective Date. While JPMC’smaximum liability pursuant to this Section 2.24 is Fifty Million Dollars
($50,000,000.00), JPMC’s liability shall be reduced to the extent the Releasing REIT
Trust Holders comprise less than all of the outstanding REIT Series holders.
