EX-10.7






Exhibit 10.7




JPMorgan Chase &Co.

Excess Retirement Plan

Restated and Amended as of December 31, 2008




PREAMBLE




     The purpose of this Plan is to provide an alternate means of paying benefits precluded by
operation of law to certain designated executives and employees participating in the JPMorgan Chase
Retirement Plan (“Retirement Plan”). The Plan is a non-qualified, unfunded deferred compensation
arrangement. It is not subject to Section 401 of the Internal Revenue Code (“Code”). Further it
is, generally, not subject to the Employee Retirement Income Security Act.



     Effective December 31, 2004, liabilities accrued under the Bank One Corporation Supplemental
Personal Pension Account Plan (“Supplemental Plan”) were transferred to this Plan and became
subject to this Plan’s rules, except as otherwise noted. Participants in the Supplemental Plan who
made valid distributions election prior to January 1, 2005 or prior to January 1, 2009 (if they had
not incurred a Separation from Service prior to January 1, 2009), with respect to their entire
Accrued Benefit that take effect on a Separation from Service shall have those election honored,
notwithstanding anything in the Plan to the contrary.



     The Plan has been interpreted and operated in good faith compliance with Section 409A and
Internal Revenue Service Notice 2005-1 through December 31, 2008. The plan for the period of
January 1, 2005 through December 31, 2008 consists of various employee communications, election and
distribution forms, internal procedures and the plan document prior to its amendment and
restatement to the extent not inconsistent with the foregoing documents and a good faith
interpretation Section 409A.



     Effective December 31, 2008, this Plan has been amended to reflect changes in tax laws as
mandated by Section 409A of the Code. It shall be interpreted in such a manner as to comply
with Section 409A.



     The terms and conditions of this Plan prior to its amendment, as well as the Supplemental
Plan, shall continue to apply to vested amounts accrued prior to January 1, 2005 with respect to
Participants whose employment terminated prior to January 1, 2005 and who accrued no further
benefits under the Plan on or after January 1, 2005 (other than interest credits on outstanding
balances).



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ARTICLE 1

DEFINITIONS




     The following are defined terms wherever they appear in the Plan:



     1.1 “Account’’ shall have the meaning ascribed thereto under Section 3.1.



     1.2 “Administrator’’ shall mean the individual appointed by Board who shall be responsible for
those functions assigned to him under the Plan.



     1.3 “Alternate Benefit” shall have the meaning ascribed thereto under the Retirement Plan.



     1.4 “Bank’’ shall mean JPMorgan Chase Bank National Association.



     1.5 “Beneficiary” shall have the meaning ascribed thereto under the Retirement Plan.



     1.6 “Board’’ shall mean the Board of Directors of the Bank or of the Corporation; provided
that any action taken by a duly authorized committee of the Board (including any action pursuant to
Article VII) within the scope of authority delegated to it by the Board shall be considered an
action of the Board for purposes of this Plan.



     1.7 “Code’’ shall mean the Internal Revenue Code of 1986.



     1.8 “Committee’’ shall mean the Compensation and Management Development Committee of the Board
or successor committee.



     1.9 “Compensation Limit’’ shall mean the dollar limitation imposed by Section 401(a)(17) of
the Code on the amount of Eligible Compensation taken into account in computing benefits under the
Retirement Plan. By way of clarification, it shall not have any application to the benefit accrued
by Grandfathered Morgan Participant under the Retirement Plan whose Retirement Benefit shall be
subject to a Compensation Limit of $150,000.



     1.14 “Corporation” shall mean JPMorgan Chase & Co.



     1.15 “Credit Balance” shall have the meaning ascribed thereto under the Retirement Plan.



     1.16 “Deferred Compensation Program” shall mean the 2005 Deferred Compensation Plan of
JPMorgan Chase & Co.



     1.17 “Eligible Compensation” shall have the meaning ascribed thereto by the Retirement Plan;
provided that for purposes of this Plan, such Eligible Compensation in any calendar year shall be
not more than $1 million; provided further that Eligible Compensation based on draw, commissions
in excess of draw or production overrides
shall be further limited to the (i) Compensation Limit for any calendar year, or (ii) in the case
of Employees assigned to the Chase Home Finance division or successor business unit, 50% of the
Compensation Limit for any calendar year.



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     1.18 “Employee’’ shall mean an individual who is an employee of an Employer and a participant
accruing benefits under the Retirement Plan. By way of clarification, individuals who are not
classified as employees of an Employer for purposes of its payroll system, including, without
limitation, individuals employed by temporary help firms or other staffing firms or who are treated
as independent contractors by the Employer (whether or not deemed to be common law employees or
leased employees), are not “Employees.” In addition, in the event that any individual is
re-classified as an employee for any purpose by any action of any third party or as a result of any
lawsuit, action or administrative proceeding, such individual shall not be deemed an “Employee”
under the Plan.



     1.19 “Employer’’ shall have the meaning ascribed thereto under the Retirement Plan.



     1.20 “Final Average Pay Formula” shall mean a formula (other than a cash balance formula or
the Alternate Benefit formula) under the Retirement Plan.



     1.21 “Final Pay Benefit” shall mean a participant’s Retirement Benefit derived from a Final
Average Pay Formula pursuant to which a participant in the Retirement Plan was accruing a benefit
immediately prior to his/her Separation from Service.



     1.22 “Grandfathered Chase Participant” shall have the meaning ascribed thereto under the
Retirement Plan.



     1.23 “Grandfathered Morgan Participant” shall have the meaning ascribed thereto under the
Retirement Plan.



     1.24 “Heritage Morgan Cash Balance Plan” shall mean the Cash Balance Plan of Morgan Guaranty
Trust Company of New York and Affiliated Companies for United States Employees as in effect
immediately prior to its merger into the Retirement Plan.



     1.25 “Interest Credit” shall have the meaning ascribed thereto under the Retirement Plan.



     1.26 “Minimum Benefit” shall mean a Retirement Benefit derived from a Final Average Pay
Formula that was frozen. By way of clarification, this is a formula under which a Participant had
accrued benefits but was no longer actively accruing benefits immediately prior to the date of
his/her Separation from Service, provided that it shall not include the Morgan Benefit or a
frozen benefit based on an interest rate or actuarial factors.



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     1.27 “Morgan Benefit” shall mean a frozen benefit payable under the Retirement Plan to
individuals who became Employees of Participant Companies after January 1, 2001 which benefit was
derived from a Final Average Pay formula utilized by the Retirement Plan of Morgan Guaranty Trust
Company of New York and Affiliated Companies for United States Employees.



     1.29 “Morgan Employee” shall mean any individual employed by any member of the controlled
group of corporations having J.P. Morgan & Co as the parent corporation.



     1.30 “Participant’’ shall mean each Employee of an Employer who participates in the Plan in
accordance with the terms and conditions set forth herein.



     1.31 “Participating Company” shall mean (a) the Bank and (b) each Employer, which has been
authorized by the Administrator to participate in the Plan and has agreed to comply with the
provisions of the Plan.



     1.32 “Pay-Based Credit” shall have the meaning ascribed thereto under the Retirement Plan;
provided that it shall not include the special 3% pay credit provided to certain Morgan Employees
under the Retirement Plan.



     1.33 “Period of Service’’ shall have the meaning ascribed thereto under the Retirement Plan.



     1.34 “Plan’’ shall mean the JPMorgan Chase Excess Retirement Plan, as amended and restated
January 1, 2005.



     1.35 “Prior Morgan Plan” shall mean the Retirement Plan of Morgan Guaranty Trust Company of
New York and Affiliated Companies for United States Employees



     1.36 “Qualified Participant” means a participant who (i) incurred a Separation from Service
on or after January 1, 2005 and on or before December 31, 2005 and (ii) accrued a benefit hereunder
on or after January 1, 2005.



     1.37 “Retirement Benefits” shall mean the Credit Balance of the Account of a Participant under
the Retirement Plan, or such other greater benefit that may be payable to the Participant under the
Retirement Plan, such as the Alternative Benefit, Minimum Benefits, Morgan Benefit Final Average
Pay Benefit, either case measured as of the Participant’s date of Separation from Service.



     1.38 “Retirement Plan’’ shall mean the JPMorgan Chase Retirement Plan, as amended from time to
time.



     1.39 “Separation from Service” has the meaning set forth in the JPMorgan Chase 2005 Deferred
Compensation Plan, including the definition of Related Company.



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     1.40 “Specified Employee” has the meaning set forth in the JPMorgan Chase 2005 Deferred
Compensation Plan.



     1.41 “Supplemental Plan” shall mean the Supplemental Personal Pension Account Plan of Bank
One Corporation.



     1.42 “Transition Interest Credit” shall have the meaning ascribed thereto by the Retirement
Plan.



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Article II

Participation




     2.1 Eligibility for Credit Balance. Any Employee whose Eligible Compensation exceeds
the Compensation Limit during any calendar year in which he or she is a participant in the
Retirement Plan shall be a Participant as of such date with respect to the benefits described in
Article III.



     2.2 Section 415 Limits. If, as of the date that an Employee incurs a Separation from
Service, an Employee’s distribution of Retirement Benefits would be subject to the limitations of
Section 415 of the Code (whether or not a distribution of such benefits was made on such date),
such Employee, if not already a Participant, shall be a Participant as of the date of such
distribution and shall be eligible for the benefits described in Section 3.5.



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Article III 

Benefits




     3.1 Pay-Based Credits. (a) Each Participant described in Section 2.1 whose Eligible
Compensation in any calendar month exceeds the monthly Compensation Limit shall have an amount
credited to an Account under the Plan equal to the excess of the (i) amount of the Pay-Based
Credit that would have been accrued under the Retirement Plan (based on the amount of Eligible
Compensation recognized under this Plan) but for the application of such Compensation Limit for
such calendar month over (ii) amount of the Pay-Based Credit actually credited under the
Retirement Plan for such calendar month. By way of clarification, if an individual is receiving
additional Pay-Based Credits under the Retirement Plan as a result of their service with Banc One
Corporation, First Commerce Corporation or their subsidiaries, those credits shall be Pay-Based
Credits for purposes of this Plan.



     (b) Interest Credits. The Account of a Participant shall be credited with the
Interest Credits that would have been provided under the Retirement Plan but for the Compensation
Limit’s application to the Pay-Based Credits (but based on the amount of Eligible Compensation
recognized under this Plan). Any amounts attributable to the Prior Service Balance as defined in
the Retirement Plan shall receive Transition Interest Credits as defined in the Retirement Plan
until such date as it ceases under the Retirement Plan.



     (c) Account. A bookkeeping account shall be established in the name of each
Participant to which the applicable Pay-Based, Interest and Transition Interest Credits shall be
recorded.



     (d) Prior Accruals. If a Participant has accrued a Credit Balance with respect to
this Plan prior to its amendment and restatement as of January 1, 2005, or the Supplemental Plan
prior to January 1, 2005 and incurs a Separation from Service after January 1, 2005, such Credit
Balance shall be part of his Account. By way of clarification, this Plan does not provide any
benefits for periods of employment prior to January 1, 2002 to any individual who was a Member of
the Heritage Morgan Cash Balance Plan or had an undistributed vested benefit under the Prior Morgan
Plan, except as provided in Section 3.5 dealing with Code Section 415 limitations. By way of
further clarification, an individual who was a participant in the Supplemental Plan shall have a
Credit Balance benefit not in excess of the amount accrued on his/her behalf under the Supplemental
Plan as of December 31, 2004.



     3.2 Benefit Determined as of the Date of Separation from Service. Except as otherwise
provided in Section 5.1(b), all such calculations/determinations under Sections 3.3, 3.4 and 3.5
shall be made as of the date that a Participant incurs a Separation from Service. The Participant
is deemed to have elected receipt of his/her Retirement Benefit on such date. The benefit payable
hereunder shall not be affected by the amount actually distributed to the Participant from the
Retirement Plan. Any amount due under Section
3.3, 3.4 and 3.5 shall accrue Interest Credits up to the Distribution Date, as defined in the
Retirement Plan.



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     3.3 Final Average Pay Benefit, Alternative Benefit or Minimum Benefit If it is
determined that a Final Average Pay Benefit, Alternative Benefit or Minimum Benefit (other than
Morgan Benefit) would be payable to a Participant under the Retirement Plan on a Separation from
Service, then such Participant’s benefit under this Plan, if any, shall equal the excess of (i) the
amount of the Retirement Benefit that would have been accrued under Final Average Pay Formula,
Minimum Benefit or Alternative Benefit of the Retirement Plan ((based on the amount of Eligible
Compensation recognized under this Plan for service/accruals after December 31, 2004) but for the
application of such Compensation Limit over (ii) the amount actually accrued under the Retirement
Plan; and any other amount due under this Plan, including the benefit under Section 3.1, shall be
forfeited, except for the amount specified in Section 3.5 so long as it is not duplicative of any
amount required under another plan or program maintained by the Employer.



     3.4 Morgan Benefit. If it is determined that, as of the date of Separation from
Service, a Grandfathered Heritage Morgan Participant would receive his/her Retirement Benefit in
the form of Morgan Benefit, then such Participant shall be entitled to receive an amount as a lump
sum, if any, from this Plan equal to the excess of (i) the sum of his/her Credit Balances under
the Retirement Plan and Section 3.1 of this Plan over (ii) his/her lump sum value of his/her
Retirement Benefit. Any amounts under Section 3.1 in excess of the amount payable under this
Section 3.4 shall be forfeited. In addition, if the amount of the Minimum Benefit for a
Grandfathered Heritage Morgan Participant has been limited pursuant to amendments to the Retirement
Plan limiting early retirement benefits for certain highly compensated Grandfathered Heritage
Morgan Participants, then the amount so limited shall be payable hereunder.



     3.5 Excess Benefits. If it is determined that, as of the Separation from Service, any
distribution of Retirement Benefits would be reduced by application of the limitations of Section
415 of the Code shall receive an amount equal to the excess of the (i) Retirement Benefits without
application of Section 415 of the Code over (ii) amount actually payable under the Retirement Plan;
provided that once a benefit is determined in accordance with Section 3.2, no adjustment shall be
made for changes to Section 415 of the Code.



     3.6 Aggregate. Notwithstanding anything in this Article III to the contrary, the
total value of the benefits to be received under the Plan when combined with the Retirement
Benefits (measured as of the date of Separation from Service) shall never exceed the value of the
Retirement Benefits that would have been payable under the Retirement Plan but for the application
of Section 415 of the Code and the Compensation Limit; provided that the foregoing shall
not apply to amounts credited to an Account because of the inclusion of bonuses as part of Eligible
Compensation prior to January 1, 2005.



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     3.7 Administrative/Judicial Determinations. Nothing in this Article or the Plan shall
require any amounts to be paid under this Plan, should an administrative or judicial determination
require benefit formulas, including the interest crediting rate, of the Retirement Plan to be
reformed or require the payment of Retirement Benefits or life annuity benefits under the
Retirement Plan in excess of those paid hereunder.



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Article IV

Vesting




     4.1 Account. Subject to the adjustments and forfeiture rules set forth in Sections
3.3, 3.4 and 3.6, the benefits described in Sections 3.1, 3.3 and 3.4 shall vest upon the date that
the benefits under the Retirement Plan vest. Benefits hereunder shall be forfeited upon the date
of a termination of employment as reflected on the books and records of the Employer if such
Participant is not then vested in his/her Retirement Benefits. Benefits hereunder shall not be
subject to being restored upon re-employment.



     4.2 Vesting 415 Benefit. The benefit described in Section 3.4 shall be deemed to
accrue and vest only upon the dates or date of the Separation from Service.



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Article V

distributions




     5.1 Form and Date of Distribution. (a) Except as otherwise provided herein, if a
Participant incurs a Separation from Service, his or her benefit under this Plan shall be
distributed in a lump sum during the calendar year immediately following the calendar year in which
the Separation from Service occurred, provided that a Specified Employee shall not receive a
distribution from this Plan until at least six months have elapsed from the date of his/her
Separation from Service.



     (b)A Grandfathered Chase Participant who receives his/her Retirement Benefit under a Final
Average Pay formula shall receive his/her benefit in the form of a single life month annuity
commencing in the calendar year following his/her Separation from Service. The Participant may
elect prior to the first annuity payment date between actuarial equivalent forms of annuity
benefits. For this purpose, the form of annuities available are those specified by the Retirement
Plan as applying to a Grandfathered Chase Participant and the actuarial factors set forth in the
Retirement Plan shall be used.



     (c) If a Participant terminated employment prior to January 1, 2005, then any vested amounts
accrued prior to that date shall be subject to the terms of the Plan prior to its amendment and
restatement.



     (d) (i) In the case of a Qualified Participant, vested amounts accrued prior to January 1,
2005 shall be subject to the terms of the Plan prior to its amendment and restatement. Any
amount accrued by a Qualified Participant after January 1, 2005 shall be subject to the election
that such individual made in 2005 in accordance with the transitional rules of Section 409A.



     (ii) Notwithstanding Section 5.1(d)(i) above, if a Qualified Participant fails to elect
distribution of his/her Retirement Benefits by December 1, 2008, then Section 3.2 shall apply to
calculate the amount of his/her benefit hereunder as of December 31, 2008. That benefit shall be
distributed as a lump sum during calendar year 2009.



     (e) If a Participant in the Supplemental Plan had made an election as to the form and time
of payment of his or her benefit under that Plan prior to December 31, 2004?, such election shall
govern the form and time of payment of benefits hereunder.



     5.2 Withholding. Any payment under this Plan shall be reduced by any amount required
to be withheld under applicable Federal, state and local laws.



     5.3 Participant’s Rights Unsecured. The right of any Participant or former
Participant to receive further payments under the provisions of the Plan shall be an unsecured
claim against general funds of (i) the Bank, if the Employer employing the participant at the time
his/her Eligible Compensation is subject to this Plan, was a bank or a bank subsidiary or (ii) the
Corporation, if the Employer employing the Participant at the
time his/her Eligible Compensation is subject to this Plan, was not a bank or a bank subsidiary;
provided that the Corporation shall be responsible for any amounts accrued under the Supplemental
Plan. No assets shall be required to be segregated or earmarked to represent any liability for
supplemental benefits hereunder, but the Corporation and Bank shall have the right to establish
vehicles to assist them and the other Employers in meeting their obligations hereunder. The rights
of any person to receive benefits under the Plan shall be only those of a general unsecured
creditor; and such status shall not be enhanced by reason of the establishment of any funding
vehicles.



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     5.4 Beneficiary. (a) Upon the death of a Participant who has vested benefits under
this Plan and whose death occurs prior to a Participant’s Separation from Service, the Beneficiary
of such Participant shall receive (i) a benefit equal to the excess of Retirement Benefit available
to Beneficiary without application of Section 415 of the Code over the Retirement Benefit actually
received by the Beneficiary under the Retirement Plan and/or (ii) the Credit Balance of the
Participant under Section 3.1. The benefit shall be distributed as a lump sum in the calendar year
immediately following the calendar year in which the death occurred.



     (b) Notwithstanding Section 5.4(a), upon the death of a Participant who has vested benefits
under this Plan and whose death occurs prior to a Participant’s Separation from Service, a
Beneficiary whose survivor Retirement Benefit is based on the Final Average Pay Benefit,
Alternative Benefit or Minimum Benefit shall not receive the Credit Balance under Section 3.1 of
this Plan. Instead such Beneficiary shall have his/her benefit based on Section 3.3 utilizing the
assumptions with respect to a survivor pre-retirement annuity as set forth in the Retirement Plan.
The benefit shall be distributed as a lump sum in the calendar year immediately following the
calendar year in which the death occurred.



     (c) Upon the death of a Participant who has vested benefits under this Plan and whose death
occurs after the Participant’s Separation from Service, the Beneficiary shall receive any unpaid
amount due to the Participant in the form of a lump sum in the calendar year immediately following
the calendar year in which the death occurred; provided that if the Participant was receiving an
annuity hereunder, the Beneficiary shall be entitled only the survivor benefit, if any, under the
annuity.



     (d) The distribution rules of the Plan, prior its to its amendment and restatement, shall
apply to the date of distribution with respect to a Beneficiary of a Participant who incurred a
Separation from Service prior to January 1, 2005.



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Article VII

Amendment and Termination




     6.1 Amendment. The Board or the Administrator may amend the Plan in any respect and
at any time; provided, however, that no amendment shall have the effect of reducing (i) any benefit
then being paid or payable to any Participant or to any Beneficiary, or (ii) the vested amount of
any benefit under Sections 3.1, 3.3 and 3.4 theretofore accrued on behalf of any Participant.



     6.2 Termination. The Board may terminate the Plan at any time. In the event of
termination, the Plan shall continue in force with respect to any Participant, or other person
entitled to receive a benefit under Sections 3.1, 3.3 and 3.4 to the extent accrued and vested
under the Plan prior to its termination, and shall be binding upon any successor to substantially
all the assets of the Corporation or any other Employer.



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Article VIII

General Provisions




     7.1 Assignability. No right to receive payments hereunder shall be transferable or
assignable by a Participant except by will or by the laws of descent and distribution or by a court
of competent jurisdiction. Any other attempted assignment or alienation of payments hereunder
shall be void and of no force or effect.



     7.2 Administration. Except as otherwise provided herein, the Plan shall be
administered by the Administrator, who shall have the authority to adopt rules and regulations for
carrying out the provisions of the Plan, and who shall conclusively interpret, construe and
implement the provisions of the Plan, including eligibility to participate, the entitlement to
benefits and the amount of such benefits.



     7.3 Legal Opinions. The Administrator may consult with legal counsel, who may be
counsel for the Bank or other counsel, with respect to his obligations or duties hereunder, or with
respect to any action proceeding or any question of law, and shall not be liable with respect to
any action taken, or omitted, by him in good faith pursuant to the advice of such counsel.



     7.4 Liability. Any decision made or action taken by the Board, Committee or the
Administrator arising out of, or in connection with, the construction, administration,
interpretation and effect of the Plan shall be within their absolute discretion, and will be
conclusive and binding on all parties. Neither the Administrator nor a member of the Board or of
the Committee shall be liable for any act or action hereunder, whether of omission or commission,
by any other member or employee or by any agent to whom duties in connection with the
administration of the Plan have been delegated or, except in circumstances involving bad faith, for
anything done or omitted to be done in connection with this Plan.



     7.5 Corporate Reorganization. In the event that a corporation or unincorporated
entity ceases to meet the definition of an Employer such corporation or entity shall cease to be an
Employer under the plan and its employees shall cease to be Participants under the Plan, and the
Plan shall be treated as though a separate plan for the benefit of its employees who were
Participants in the plan to govern the accrued benefits of each such Participant (or any person
entitled to benefits in respect of such a Participant).



     7.6 Construction. The masculine gender, where appearing in this Plan, shall be deemed
to also include the feminine gender. The singular shall also include the plural, where
appropriate.



     7.7 Governing Law. The Plan shall be construed and administered in accordance with
the laws of the State of New York.



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     7.8 Not an Employment Contract. Nothing herein shall be construed to confer upon any
person any legal right to continued employment with the Bank or any Related Company.




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