EFTA01581780

Execution copy discretion of CSFB, be deemed to be a Reference Dealer. Reference Price is in relation to the valuation of any Security on any date: the last regular way trade on the Exchange for that Security as at Close of Business (without regard to any "after hours" trading) on the date of such valuation (except that the final Reference Price shall be fixed as of the Closing Date); or (ii) if Reference Dealers is specified as the Exchange for a Security then as determined by CSFB as follows: (a) Where Reference Dealers include one or more exchange(s), the Reference Price shall be the official closing price of the Securities as quoted by any such exchange at the commercially reasonable discretion of CSFB; and (b) Where Reference Dealers does not include one or more exchange(s), CSFB will request each Reference Dealer to provide firm quotations (including accrued but unpaid interest) to purchase the full Number of Securities. If three quotations or fewer are provided, the Reference Price shall be the arithmetic mean of the quotations without discarding the highest and lowest quotations, or the single quotation, as the case may be. If no quotations are provided, CSFB shall determine the Reference Price in its commercially reasonable discretion; or (iii) if for any reason no such quotation is available (or if CSFB reasonably concludes that such last regular way trade price is not a fair reflection of market value because, for example, it is out of the range of immediately 23 Confidential Treatment Requested by JPMorgan Chase JPM-SDNY-00061204 EFTA01581780