CONFIDENTIAL
March 19,2008
Stephen Dannhauser
Weil Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
JPMorganChase 0
Re: JPMorgan Chase Request for Proposal for Legal Services 200812009
Dear Mr. Dannhauser:
On behalf of Legal & Compliance department of JPMC, thank you for expressing interest in
participating in the JPMC 2008/2009 Legal RFP. JPMorgan Chase is acknowledging your
response to our RFP and confirming that we will accept the terms agreed upon and set forth
below, the terms of which will govem our relationship for the next two years along with the
200812009 Legal RFP and the Outside Counsel Manual. You may receive assignments from time
to time consistent with the substantive work you have historically provided or where in the future
your expertise is particularly relevant to a JPMorgan Chase issue.
We want to confirm the key standard terms that must be agreed upon between JPMC and your
firm, which agreement Signifies that your firm is considered a "sourced" law firm eligible to receive
JPMC own-account engagements.
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CONFIDENTIAL
Weil Gotshal & Manges LLP
March 19,2008
The following details the agreement between your firm and JPMC regarding certain
representations by your firm of other clients who may have interests adverse to JPMC:
• JPMC will grant waivers to permit the firm to represent entities in
financial distress or classes of creditors in such situations, including in
bankruptcies, where JPI\I1C mCiy~av~.Cin adv~rse ... il1t~.r~l)t ..... W(3&M \Viii
obtain such a waiver from JPMC promptly after it becomes aware that
JPMC may have an adverse interest to WG&M's client (except where
WG&M's ethical and other obligations of confidentiality owed to the client
that is or is potentially adverse to JPMC require a delay in contacting
JPMC, in which case WG&M will use reasonable efforts to bring such
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CONFIDENTIAL
Weil Gotshal & Manges LLP
March 19,2008
matter to JPMC's attention and obtain such waiver as soon as WG&M's
obligations of confidentiality to the other client no longer requires such
delay). Notwithstanding the foregoing, JPMC's waiver in such matters
will provide that the firm cannot be involved in any of the following
without a specific waiver at the relevant time:
1. The assertion and prosecution of any lender liability or similar
claim or allegation of JPMC misconduct or wrongdoing;
2. Subject to the provisions of the last bullet point of this section,
any attack on the validity or priority of JPMC claims, liens and/or
security interests asserted in the case; and
3. The prosecution of any proceeding to recover any monies or
other consideration paid or transferred to JPMC by or on behalf
of a debtor as a voidable transfer under the United States
Bankruptcy code or other applicable law or any such other
avoidance theory.
• If any claim or proceeding arises as described in paragraphs 1, 2 or 3
above, WGM would be proscribed from representing such party in
connection with such claim or proceeding unless JPMC gave a new
consent (which JPMC is under no obligation to give). Of course, the
above proscriptions are without prejudice to the ability of such party to
engage other or special counsel to pursue and prosecute any claim or
proceeding. In addition, such proscriptions would not preclude WGM
from representing such party in the negotiation with JPMC as to the
provisions of any restructuring or plan of reorganization, taking adverse
positions to JPMC with respect to such plan, or from objecting to any
proof of claim filed in the bankruptcy case by JPMC based upon the
calculation of amounts due in accordance with the applicable governing
documents; provided, however, to the extent that WGM attorneys or
personnel involved with the representation of any above-described
parties have participated or currently participate in any WGM
representation of JPMC, WGM will take appropriate measures to ensure
that no information gathered in the course of such representation of
JPMC is used to JPMC's disadvantage.
• The firm can represent opposing parties to JPMC in commercial
situations (i.e., representation of a borrower where JPMC is a lender, an
issuer where JPMC is the underwriter, a purchaser or seller of assets)
provided clearance is obtained from a lawyer at JPMC.
The Outside Counsel Manual in Section 4.4.2 requires your firm to provide quarterly reports
concerning diversity spend, customer or third party paid fees received by your firm and business
referrals to JPMC. Attachment B to this letter contains the reporting template for these quarterly
reports, along with a reporting schedule for 2008.
If members of your firm need to travel on JPMC business, please enroll all such professionals in
the Travel Online program. The enrollment process takes a minimum of 72 hours, so please
proceed to enroll those professionals who anticipate traveling for JPMC in 2008 now to facilitate
timely use of the Travel Online program. In order to enroll, please contact the following individual:
SahdySfldams
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Sandy.SUdams@JPMCliase.c::om
(614) 248-6528 Direct Line
3
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