SUPPLEMENTAL SAVINGS & INVESTMENT PLAN



 



Exhibit 10(E)


AMENDMENT TO BANK ONE CORPORATION



SUPPLEMENTAL SAVINGS AND INVESTMENT PLAN



(As amended and restated effective January 1, 2000)



     WHEREAS, the Board of Directors has determined that it is necessary and
desirable to amend the Bank One Corporation Supplemental Savings and Investment
Plan (the “Supplemental Plan”) as permitted by Section 16; and


     WHEREAS, the Board of Directors has determined that the proposed amendment
to the Supplemental Plan does not reduce the benefits to which a participant
(or his or her Designated Beneficiary) is entitled to under the Supplemental
Plan.


     NOW THEREFORE, effective as of January 14, 2004, the Supplemental Plan is
hereby amended as follows:



	 	1.	 	Section 11 is hereby amended by adding the following at the end
thereof:
	 
	 	Notwithstanding the foregoing, the actions and transactions contemplated
by and effectuated in connection with the Agreement and Plan of Merger
dated as of January 14, 2004 by and between Bank One Corporation and J.P.
Morgan Chase & Co. shall not constitute a Change of Control for any
purpose of this Plan.
	 
	 	2.	 	Except as expressly modified hereby, the terms and provisions of the
Supplemental Plan shall remain in full force and effect.



 






 






BANK ONE CORPORATION

SUPPLEMENTAL SAVINGS AND INVESTMENT PLAN



(As Amended and Restated Effective January 1, 2000)



 






 





BANK ONE CORPORATION

SUPPLEMENTAL SAVINGS AND INVESTMENT PLAN

(As Amended and Restated Effective January 1, 2000)



               1. Purpose. The purpose of the BANK ONE CORPORATION Supplemental Savings
and Investment Plan (“Supplemental Plan”) is to provide supplemental benefits
to certain employees described in Section 3 below of BANK ONE CORPORATION, a
Delaware corporation and any successors thereto (the “Corporation”) and of its
subsidiaries and related entities (each an “Employer”; collectively, the
“Employers”) who are participants in the BANK ONE CORPORATION Savings and
Investment Plan (“SIP”) and whose ability to make contributions to the SIP is
limited by operation of Section 401(a)(17), 401(k)(3), 401(m), 402(g) or 415 of
the Internal Revenue Code of 1986, as amended (the “Code”) (which Code
Sections, as used in this Supplemental Plan, shall include any comparable
section or sections of any future legislation that amend, supplement or
supersede those sections). This Supplemental Plan is an amendment and
restatement of the First Chicago NBD Corporation Supplemental Savings and
Investment Plan (“FCN Supplemental Plan”) and the BANK ONE CORPORATION 401(k)
Restoration Plan (the “BOC Supplemental Plan”), and is intended to be the
Corporation’s sole vehicle, effective January 1, 2000, for providing benefits
that would otherwise be provided under the SIP but for the aforementioned
limitations of the Code. The rights and benefits of any participant whose
employment terminated prior to January 1, 2000 will be governed by the terms of
the FCN Supplemental Plan or the BOC Supplemental Plan, as applicable, as in
effect on the date of the participant’s termination of employment.



               2. Definitions. Unless the context clearly implies or indicates the
contrary, a word, term or phrase used or defined in the SIP is similarly used
or defined in the Supplemental Plan. The masculine pronoun whenever used
herein is deemed to include the feminine and the singular shall be deemed to
include the plural whenever the context requires.



               3. Eligibility. A participant in the FCN Supplemental Plan or the BOC
Supplemental Plan on December 31, 1999, who remains employed by an Employer on
January 1, 2000 shall become a participant hereunder, and his account under
either such plan shall be transferred to and become subject to the terms of the
Supplemental Plan. Each other individual who, on or after January 1, 2000, is
a participant in the SIP shall be eligible to participate in the Supplemental
Plan if: (i) he is a highly compensated employee (as defined under Code Section
414(q); and (ii) his contributions to the SIP are limited because of the
application of Section 401(a)(17), 401(k)(3), 401(m), 402(g) or 415 of the
Code.



               4. Participation. An individual eligible to participate pursuant to
Section 3 above shall participate in the Supplemental Plan automatically
pursuant to his election under the SIP and shall participate in the same manner
with the same rights and under the same terms and conditions as his
participation under the SIP, except as may otherwise be prescribed herein. The
Committee or its designee shall notify each participant of his automatic
participation.




 






 





               5. Supplemental Benefit. An allocation shall be made to the Supplemental
Plan account of a participant whenever the amount of Before-Tax Contributions
and/or Matching Contributions that would have otherwise been made under the SIP
on his behalf are limited by operation of Section 401(a)(17), 401(k)(3),
401(m), 402(g) or 415 of the Code. Such allocation shall equal the amount of
Before-Tax Contributions and/or Matching Contributions that are so limited.



               6. Account Adjustments. A participant in the Plan may make an election to
have his account treated as though it were invested in one of the available
investment funds, which shall be designated by the Plan Administrator from time
to time. In the absence of such an election, a participant’s account shall be
treated in accordance with a default election established by the Plan
Administrator for such cases. The frequency, timing and form of investment
reallocation directions shall be determined by the Plan Administrator. The
Plan Administrator shall furnish participants with quarterly statements showing
the performance of the Investment Funds.



               7.
Distribution of Account Balances - Normal Form. Except as provided in
Sections 8, 9, 10 or 11 below, a participant’s account hereunder shall be
distributed in cash in one lump sum payment within twelve months following the
close of the calendar year in which occurs the participant’s retirement date or
effective date of termination of employment.



               8. Optional Forms of Payment. Instead of a lump sum payment under Section
7 above, a participant whose account balance exceeds such amount established by
the Committee from time to time) may, by making a written election prior to the
date his employment terminates in accordance with rules established by the
Committee, elect to have his account under the Supplemental Plan: (i) paid in
the form of annual or more frequent installments over a period not less than
three nor more than fifteen years, commencing as soon as practicable after the
close of the calendar year in which the participant’s retirement date or
effective date of termination of employment occurs; or (ii) transferred as soon
as practicable following his termination of employment to the Bank One
Corporation Deferred Compensation Plan, provided that he: (A) has attained age
55 and completed at least fifteen Years of Service on the date his employment
terminates and satisfies any requirements established by the Committee or its
designee as to minimum account balances; or (B) is a participant in the Bank
One Corporation Deferred Compensation Plan at the time payment from the
Supplemental Plan would otherwise be made to him. The Committee or its
designee shall have complete discretion to establish, change or eliminate forms
of distribution and rules pertaining to the election and timing of such
distributions.



               9. Survivor’s Benefits. In the case of a participant’s death before
distribution of his entire account balance under the Supplemental Plan, any
remaining account balance will be distributed to the participant’s Designated
Beneficiary in a lump sum as soon as practicable following the participant’s
death. If the participant has no Designated Beneficiary, benefits under the
Supplemental Plan shall be distributed to the individual identified in
accordance with procedures established under the SIP for similarly situated
participants.




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               10. Disability Distribution. A participant who is disabled, within the
meaning of Code Section 401(k)(2)(B), may elect an immediate distribution of
his account balance under the Supplemental Plan.



               11. Change of Control. In the event of a “Change of Control” of the
Corporation, as defined in the Bank One Corporation Stock Performance Plan, a
participant shall have his account balance distributed to him in cash in a lump
sum (whether or not his employment has terminated) as soon as practicable
following such Change of Control.



               12. No Right to Withdrawal or Receive Loans During Employment. Except as
provided in Sections 10 and 11 above, a participant hereunder shall have no
right to receive any form of distribution, including withdrawals or loans, from
the Supplemental Plan while he is employed by an Employer.



               13. Prohibition of Alienation. Except as to debts owing to the
Corporation or any of its subsidiaries, benefits under the Supplemental Plan
may not be anticipated, alienated, assigned or encumbered and any attempt to do
so shall be void.



               14. Facility of Payment. When, in the Committee’s opinion, a participant
or beneficiary is under a legal disability or incapacitated in any way so as to
be unable to manage his financial affairs, the Committee or its designee may
direct that amounts payable under the Supplemental Plan to such participant or
beneficiary be applied for his benefit in any way the Committee or its designee
considers advisable, including making payments to the legal representative of
the incapacitated participant or beneficiary.



               15. Administration. The Supplemental Plan shall be administered by the
Committee in its sole and absolute discretion, and its decision on any matter
involving the administration and interpretation of the Supplemental Plan
(including, without limitation, all questions of eligibility to participate in
the Supplemental Plan, the right of any individual to receive Supplemental Plan
benefits and the amount and/or form of such benefits) shall be final and
binding on all parties; provided, however, that a Committee member may not take
any action with respect to any benefits payable to him under the Supplemental
Plan unless he could take such action even if he were not a Committee member.
The Committee may delegate its duties under the Supplemental Plan to the extent
it deems necessary and appropriate.



               16. Amendment and Termination. The Corporation, by action of the
Organization, Compensation and Nominating Committee (or its successor) of the
Board of Directors (or the Chairman of the Board or the Committee with respect
to non-material amendments), may amend or terminate the Supplemental Plan in
whole or in part at any time, retroactively or prospectively; provided,
however, that, except as may otherwise be required by law, no such amendment to
or termination of the Supplemental Plan shall reduce the amount of the benefit
to which a participant (or his Designated Beneficiary) is entitled under the
Supplemental Plan as of the date of such amendment or termination.



               17. Financing of Supplemental Plan Benefits. Any benefits payable to a
participant under the Supplemental Plan shall be financed from the general
assets of his




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Employer, and no participant, or group of participants, shall acquire any claim upon any
specific asset of an Employer solely by reason of his being a participant in
the Supplemental Plan. Notwithstanding the foregoing, the provisions of this
section shall not prohibit the Corporation from transferring assets to a
grantor trust for the purpose of providing the benefits described hereunder,
which grantor trust shall remain subject to the claims of the Corporation’s
creditors.


               18. Expenses. All expenses of administering the Supplemental Plan shall
be borne by the Corporation.



               19. Benefits Intended for Select Group of Management or Highly Compensated
Employees. This Supplemental Plan is intended to be maintained primarily for
the purpose of providing deferred compensation for a select group of management
or highly compensated employees and shall be interpreted and administered
accordingly.



               20. Controlling Laws. To the extent not superseded by Federal law, the
internal laws of the state of Illinois (and not its laws of conflicts) shall be
controlling in all matters relating to the Supplemental Plan.



               21. Severability. The Supplemental Plan is intended to comply in all
aspects with applicable law and regulation. If any provision of the
Supplemental Plan shall be held invalid, illegal or unenforceable in any
respect under applicable law and regulation, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby, and the invalid, illegal or unenforceable provision shall be
deemed null and void; provided however, that, to the extent permissible by law,
any provision which could be deemed null and void shall first be construed,
interpreted or revised retroactively to permit the Plan to comply with all
applicable laws.



               22. Records. All records held by the Corporation’s Human Resources
Department with respect to an employee shall be binding upon everyone for
purposes of the Supplemental Plan.



               23. Litigation by Participants or Other Persons. To the extent permitted
by law, if a legal action begun against the Corporation, its employees, its
Board of Directors or any member thereof, by or on behalf of any person results
adversely to that person, or if a legal action arises because of conflicting
claims to a grant payable to a participant or beneficiary under the
Supplemental Plan, the cost to the Corporation or employee, Board or director
thereof, of defending the action will be charged to the extent possible to the
sums, if any, that were involved in the action or were payable to, or on
account of, the participant or beneficiary concerned.



               24. Indemnification. Any person who is or was a director, officer, or
employee of the Corporation and each member of the Board of Directors shall be
indemnified and saved harmless by the Corporation from and against any and all
liability or claims of liability to which such person may be subjected by
reason of any act done or omitted to be done in good faith with respect to the
administration of the Supplemental Plan, including all expenses reasonably
incurred in the event that the Corporation fails to provide a defense.




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               25. Rights to Employment. Participation in the Supplemental Plan shall
not confer upon any participant any right with respect to continued employment
by the Corporation.



               26. Other Plans. Nothing contained herein shall prevent the Corporation
from establishing or maintaining other plans in which participants in the
Supplemental Plan may also participate.




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