EX-10.4






Exhibit 10.4




JPMORGAN CHASE & CO.

2005 DEFERRED COMPENSATION PLAN

Restated Effective as of December 31, 2008




PREAMBLE




     Effective January 1, 2005, JPMorgan Chase & Co (“Company”) established the JPMorgan Chase &
Co. 2005 Deferred Compensation Plan (“Plan”). The purpose of the Plan is to provide Participants
with an opportunity to defer payment of a portion their compensation as a means of saving for their
retirement or other purposes.



     The Plan applies to deferrals or vesting of deferrals that occurred on or after January 1,
2005. Pursuant to final and proposed Treasury Regulations and Internal Revenue Service Notice
2005-1 promulgated under Section 409A of the Code, the Plan has been interpreted and operated in
good faith compliance with Section 409A through December 31, 2008. Effective December 31, 2008,
this Plan has been amended to reflect changes in tax laws as mandated by Section 409A of the Code.
The Plan, dated January 1, 2005 and employee communications through December 31, 2008 shall
constitute the plan for the interim period of good faith compliance. All sections of the Plan shall
be interpreted in such a manner as to comply with Section 409A



     At all times, this Plan is entirely unfunded, both for tax purposes and for purposes of Title
I of ERISA. This Plan is maintained primarily for the purpose of providing non-qualified deferred
compensation for a select group of eligible management and highly compensated employees and is not
a qualified plan within the meaning of Section 401(a) of the Code. Further, the Plan is not
subject to any of the ERISA provisions regarding participation, vesting, funding or fiduciary
responsibility.



     Vested amounts deferred under the JPMorgan Chase Deferred Compensation Program prior to
January 1, 2005 (“ Prior Program”), as well as investment experience thereon, are separately
accounted for and remain subject to the terms and conditions of that Program as in effect on that
date. No change to the operations or terms of the Program occurred after October 3, 2004 (other
than with respect to Investment Options to be offered in calendar year 2006). The Prior Program
will not comply with Section 409A of the Code, unless there is a material modification of such
Program



ARTICLE l — DEFINITIONS




When the context so indicates, the singular or the plural number and the masculine or feminine
gender shall be deemed to include the other, the terms “he,” “his,” and “him” shall refer to a
Participant or a Beneficiary of a Participant, as the case may be, unless the context otherwise
requires, the capitalized terms shall have the following meanings:



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	 	1.1	 	“Account” means the bookkeeping account established by the Company with respect to a
Participant under Article IV of the Plan. Such Account shall be credited with Deferred
Amounts, including investment experience thereon, in accordance with the Participant’s
Deferral Election and any investment experience from Deemed Investments. Within an Account,
each Deferred Amount, including investment experience, shall be separately accounted for; and
each Deferred Amount shall be subject to separate Distribution Elections.
	 
	 	1.2	 	“Annual Installments” shall mean an amount payable annually on a Distribution Date or
Initial Distribution Date based on value of the Account as of the Valuation Date. The amount
of each installment shall be calculated by multiplying such Account balance by a fraction the
numerator is 1 and denominator is the remaining installments. Each installment shall be a
separate payment for purposes of the Treasury Regulations issued pursuant to Section 409A of
the Code.
	 
	 	1.3	 	“Administrator” means the individual holding the title “Compensation and Benefits Executive”
of the Company or such other individual designated by the Committee, who shall be responsible
for those functions assigned to him under the Plan; provided that the term
“Administrator” shall mean the Committee with respect to any discretionary act hereunder which
affects any person subject to Section 16(a) of the Securities Exchange Act of 1934, as
amended.
	 
	 	1.4	 	“Affiliate” means any corporation that is included in a controlled group of corporations
(within the meaning of Section 414(b)of the Code). This would include the Company, any trade
or business (whether or not incorporated) under common control with the Company (within the
meaning of Section 414(c) of the Code), any organization that is part of the same affiliated
service group (within the meaning of Section 414(m) of the Code) as the Company and any other
entity required to be aggregated with the Company pursuant to the Treasury Regulations under
Section 414(o) of the Code; provided that for this purpose, the Plan shall retain the 80%
benchmark in defining an Affiliate.
	 
	 	1.5	 	“Allocation/Transfer Election” means an election by a Participant in accordance with the
provisions of Article V of the Plan as to the allocation, reallocation or the transfer of the
Participant’s future deferrals and/or existing Account balances among the Investment Options.
	 
	 	1.6	 	“Allocation/Transfer Election Form” means such form or other designated means by which the
Participant makes an Allocation Election. Such “other designated means” may include, but
not be limited to, interactive voice response, internet, intranet and other electronic means.
	 
	 	1.7	 	“Bank” means JPMorgan Chase Bank National Association.




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	 	1.8	 	“Beneficiary” or “Beneficiaries” means, with respect to a Participant, any natural person(s),
estate or trust(s) designated by the Participant on the form provided by the Administrator to
receive the benefits specified under the Plan in the event of the Participant’s death. The Participant’s estate shall be the Beneficiary if: (i)
the Participant has not designated any natural person(s) or trust(s) as Beneficiary, or (ii)
all designated Beneficiaries have predeceased the Participant. Designations made under the
Program or under Bank One Corporation Deferred Compensation Plan shall apply to amounts
deferred under the Plan until a new designation is filed.
	 
	 	1.9	 	“Board” shall mean the Board of Directors of the Company; provided that any action
taken by a duly authorized committee of the Board of Directors within the scope of authority
delegated to it by the Board shall be considered an action of the Board of Directors for the
purpose of this Plan.
	 
	 	1.10	 	“Bonus” means the annual incentive compensation payable in the form of an annual cash bonus
pursuant to a calendar year performance program, including any Performance-Based Bonus but
before reduction for taxes and any other amounts as the Administrator may specify.
	 
	 	1.11	 	“Code” means the Internal Revenue Code of 1986, as it may be amended from time to time, as
well as Treasury Regulations promulgated thereunder.
	 
	 	1.12	 	“Commissions” means commissions and production overrides earned by a Participant for
services rendered, but before reduction for (i) taxes, (ii) any before-tax contributions made
on the Participant’s behalf under any tax-qualified employee benefit plans established by the
Company and (iii) any amount not included in the Participant’s income pursuant to Section
125, 129, or 132 of the Code. Base salary shall be considered part of “Commissions” for these
purpose, except that it shall include base salary earned for the month December.
	 
	 	1.13	 	“Committee” means the Compensation and Management Development Committee of the Board.
	 
	 	1.14	 	“Deemed Investment” or “Deemed Invested” means the notional conversion of the balance held in
a Participant’s Account into shares or units of the Investment Options that are used as
measuring devices for determining the value of a Participant’s Account.
	 
	 	1.15	 	“Deferral Election” means an election by a Participant to defer a portion of the
Participant’s Commissions, Bonus and/or Other Compensation in accordance with Article III of
the Plan.
	 
	 	1.16	 	“Deferral Election Form” means such form or other designated means by which a Participant
elects the amount of Commissions, Bonus and/or Other Compensation to defer (in dollar amount
or percentage). Such “other designated means” may include, but not be limited to, an offer
letter, interactive voice response, internet, intranet, and other electronic means.




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	 	1.17	 	“Deferred Amounts” means, with respect to a Participant, the Commissions, Bonus and Other
Compensation amounts that the Participant has elected to defer under the Plan and includes
investment experience following the date of deferral.
	 
	 	1.18	 	“Distribution Election” means elections by the Participant made at the same time as his/her
Deferral Election (i) as to the form of payment of the Deferred Amount (including investment
experience thereon) subject to the Deferral Election and (ii) date(s) when such payments shall
commence.
	 
	 	1.19	 	“Distribution Election Form” means such form or other designated means by which a Participant
makes a Distribution Election. Such other “designated means” may include, but not be limited
to, an offer letter, interactive voice response, internet, intranet, and other electronic
means.
	 
	 	1.20	 	“DSIB” means the Deferred Supplemental Income Benefit Investment Option, which was only
available for Deferred Amounts attributable to deferrals credited to such Deemed Investment in
January 2005. See Appendix B for a full description of this Deemed Investment.
	 
	 	1.21	 	“Distribution Date” means any time during the calendar year (i) for which a Participant
elected a specified year for a distribution or (ii) the calendar year following the
Initial Distribution Date.
	 
	 	1.22	 	“Eligible Employee” means an Employee who is designated by the Administrator as eligible to
participate in the Plan in accordance with Section II hereof, provided that a rehired Employee
who was a Participant shall not become Eligible Employee for purposes of 30 day rule set forth
in Section 3.1 until 24 months have elapsed.
	 
	 	1.23	 	“Employee” means an individual whose employment classification is that of a regular full-time
employee and who is on a United States payroll of a Participating Company.
	 
	 	1.24	 	“ERISA” means the Employee Retirement Income Security Act of 1974, as it may be amended from
time to time, as well as Treasury Regulations promulgated thereunder.
	 
	 	1.25	 	“FICA Amount” means Federal Insurance Contributions Act tax imposed under Section 3101,
Section 3121(a) and Section 3121(v)(2) of the Code, where applicable, on Deferred Amounts.
	 
	 	1.26	 	“Full Career Eligibility” means a Separation from Service that occurs on or after the
completion of 15 years of recognized service with the Company as set forth in the Company’s
human resource data basis relating to service related policies.
	 
	 	1.27	 	“Initial Distribution Date” means the calendar year immediately following the calendar year
in which a Separation from Service occurs with respect to a Participant who:




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	 	•	 	did not made a Distribution Election with respect to a Deferred Amount,
	 
	 	•	 	elected a lump sum or Installment following Separation from Service with
respect to a Deferred Amount,
	 
	 	•	 	is subject to automatic distribution rules of Section 7.7(a) with respect to a
Deferred Amount, including investment experience, or
	 
	 	•	 	made a Distribution Election of a specific year that immediately precedes the
calendar year of the Participant’s Separation from Service.






     Notwithstanding anything in this Plan to the contrary, any distribution hereunder
resulting from a Separation from Service with respect to a Specified Employee shall occur on
the later of the Initial Distribution Date or six months from date of his/her Separation from
Service.




	 	1.28	 	“Investment Options” mean the hypothetical securities or other investments as may be
provided, from time to time, under the Plan, from which a Participant may select to be used as
measuring devices to determine the Deemed Investment earnings or losses of the Participant’s
Account. A Participant shall have no real or beneficial ownership in the security or other
investment represented by the Investment Options.
	 
	 	1.29	 	“Other Compensation” means compensation to which an Employee has a legal binding right within
the meaning Section 409A of the Code and which is payable in a future calendar year. Other
Compensation may include awards of restricted stock units and dividends thereon that are not
subject to a substantial risk of forfeiture as defined by Section 409A of the Code. It may
also include Deferral Elections and Distribution Elections set forth in letters offering
employment; provided that the Employee does not have a legally binding right to such
amounts prior to accepting such offer of employment.
	 
	 	1.30	 	“Participant” means an Eligible Employee who has elected to make Commission and/or Bonus
deferrals in accordance with the Plan.
	 
	 	1.31	 	“Participating Employer” means the Company and any Affiliate that has been authorized by the
Administrator to have its Employees eligible to participate in the Plan.
	 
	 	1.32	 	“Performance-Based Bonus” means any performance-based Bonus that meets the requirements of
Section 409A of the Code with respect to performance-based compensation based on services
performed over a period of at least twelve months.




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	 	1.33	 	“Plan” means this JPMorgan Chase & Co. 2005 Deferred Compensation Plan as documented herein
and as may be amended from time to time hereafter. In employee communications, it is referred to as the Voluntary Bonus Deferral Plan and/or
Voluntary Compensation Deferral Plan.
	 
	 	1.34	 	“Plan Year” means the twelve-month period beginning each January 1 and ending each December
31.
	 
	 	1.35	 	“Prior Program” means the JPMorgan Chase Deferred Compensation Program as in effect through
December 31, 2004 with respect to amounts deferred and vested on or prior to December 31,
2004.
	 
	 	1.36	 	“Separation from Service” means a termination of employment with the Company or an Affiliate
as set forth in Treasury Regulation 1.409A-1(h), using the 20% bench mark set forth therein.
For purposes of a good faith compliance with Section 409A of the Code and Notice 2005-1 and
period through December 31, 2008, it means a termination of employment as set forth on the
books and records of the Company.
	 
	 	1.37	 	“Specified Employee” means a “specified employee” as defined in Section 409A (a)(2)(B)(i) of
the Code. For this purpose and all other plans of deferred compensation, the specified
employee identification date for determining a whether a Participant is a Specified Employee
shall be each December 31st and W-2 compensation for that year, as permitted by Treasury
Regulation 1.409A-1(i)(2), shall be used. An individual who is a Specified Employee on the
specified identification date shall be considered to be in such status from the April 1
immediately following the identification date up to and including the next March
31s provided that a non-resident alien employee of an Affiliate shall not be
included. The Plan determines specified employees based on the top paid fifty employees.
	 
	 	1.38	 	“2005 Deferred Amount” means, for purposes of Article VI, any vested amount credited to a
Participant’s Account with respect to Bonus, Commissions and Other Compensation deferred
during calendar year 2005, including investment experience thereon; provided that the
investment experience for any 2005 Deferred Amount treated as if invested in DSIB and the
Private Equity Investment Options shall be the rate of return of the Short-Term Investment
Option and the investment experience for the Multi-Strategy Investment Option shall be
credited through October 31, 2005.
	 
	 	1.39	 	“Unforeseeable Emergency” means a severe financial hardship of the Participant resulting from
an illness or accident of the Participant or beneficiary, the Participant’s spouse, or the
Participant’s dependent (as defined in Section 152(a) of the Cole); loss of the Participant’s
property due to casualty; or other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Participant, as determined under
Section 409A.




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	 	1.40	 	“Valuation Date” means any date specified by the Administrator with respect to valuing an
Account of a Participant for purposes of a distribution during that month, which shall be the fifth business day in which a distribution occurs; provided that if
a dividend has been declared on the common stock of the Company during a month in which a
distribution shall occur, the Valuation Date shall be the dividend record date plus one day.




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ARTICLE II—PARTICIPATION




     2.1 Eligibility. An Employee shall be eligible to participate in the Plan for any
Plan Year only if such Employee is




	 	•	 	designated by the Administrator or his delegatee as an officer and/or other
key employee of a Participating Company, and
	 
	 	•	 	notified in writing by the Administrator or his delegatee that he or she is
eligible to participate in the Plan.





     2.2 Participant. An Eligible Employee shall become a Participant on the last
business day of any enrollment period (or other period specified by Article III) if he or she makes
a Deferral Election in accordance with Article III. With respect to amounts not subject to an
annual enrollment period, he or she shall become a Participant when the Deferral Election is
irrevocable.



ARTICLE III—DEFERRAL AND DISTRIBUTION ELECTIONS




     3.1 Timing of Deferral



          (a) General Rule. An Eligible Employee for any Plan Year may make a Deferral
Election by completing and submitting a Deferral Election Form during the annual enrollment period
established by the Administrator with respect to Bonuses and, subject to an election being made
available, Commissions; provided that in the case of the first Plan Year in which an
Employee becomes an Eligible Employee in accordance with Article II, such Deferral Election may be
made with respect to services to be performed subsequent to the date of the Deferral Election
within thirty (30) days after the Employee becomes an Eligible Employee; provided further
that with respect to Other Compensation, the Deferral Election Form shall be submitted and returned
in accordance with the period established by the Administrator and as provided in Section 3.1 (d)
below. See definition




          (b) Commission Deferrals. Subject to an election being made available, with
respect to Commissions to be earned in any Plan Year, a Participant may make a Deferral Election
during the enrollment period which shall occur on or before December 31st of the year
prior to the Plan Year to which the Deferral Election relates.




          (c) Bonus Deferrals. A Participant may elect to defer a portion of any Bonus
amounts to be earned in a performance year by completing and submitting a Deferral Election Form
during an annual enrollment period which shall occur no later than December 31st prior
to the calendar year to which the Deferral Election relates; provided that if the
Administrator determines that a Bonus is a Performance Based Bonus, a Participant may elect to
defer a portion of any Performance-Based Bonus by making a Deferral Election during the enrollment
period which shall occur at least six months prior to the end of the performance period to which
such Performance-Based Bonus relates. Notwithstanding the foregoing, with respect to a Bonus
earned in the 2004 performance year, a Participant may be permitted to make a later enrollment
election in good faith reliance on Internal Revenue Service Notice 2005-1.


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          (d) Other Compensation Deferrals. The Plan Administrator in his discretion may
permit an Eligible Employee who has been awarded Other Compensation to make an election to defer
such Other Compensation which election shall occur no later than the 30th day after the Eligible
Employee obtains the legally binding right to the Other Compensation; provided that such
election shall be made at least 12 months in advance of the earliest date at which a substantial
risk of forfeiture within the meaning of Section 409A of the Code could lapse; provided
further that prior to having a legally binding right to Other Compensation, a Participant may
elect to defer all or a portion of such amount. With respect to Other Compensation awarded in the
form of restricted stock units for performance year 2004, Eligible Employees were permitted to make
an election on or before March 15, 2005 to defer either the dividend equivalents associated with
such units or the units themselves in good faith reliance on Internal Revenue Service Notice
2005-1.




     3.2 Amount of Deferrals.



          (a) Commissions. Subject to an election being made available, a Participant may
elect to defer a percentage of his/her Commissions with respect to the Plan Year to which the
Deferral Election relates in whole percentages only. The Administrator may specify the maximum and
minimum percentage or amount that the Participant may defer with respect to a Plan Year, which may
be different as among Participants.




          (b) Bonus. A Participant may elect to defer a (i) percentage (in whole percentages
only), (ii) a dollar amount or (iii) such combination of a dollar amount and percentage (as the
Administrator may specify) of the Participant’s Bonus with respect to the calendar year to which
the Deferral Election relates. The Administrator may specify a minimum amount or maximum amount
that a Participant may defer for any Plan Year; provided that if the percentage (or
combination dollar amount and percentage elected) would result in a deferral of (i)an amount less
than the minimum amount of $5000, the lesser of the specified minimum or 100% of the Bonus will be
deferred or (ii) an amount more than the maximum annual deferral amount of $1 million, the Deferral
Election shall not be effective for the Plan Year to the extent of the excess over the maximum
annual amount; provided, further, that with respect to a newly Eligible Employee, any
portion of a Bonus attributable to services rendered after date of eligibility shall be the maximum
amount deferral hereunder. See Appendices A and C for the maximum and minimums applicable to
2005 and 2006.




          (c) Other Compensation. A Participant may elect to defer a percentage or dollar
amount of his/her Other Compensation to which the Deferral Election relates. The Administrator may
specify the minimum and maximum dollar amount that a Participant may defer.




          (d) Adjustment for Taxes. In the event that a Participant’s Deferral Election with
respect to any compensations results in insufficient non-deferred compensation from which the
Company may withhold taxes FICA and other payroll taxes , the Participant’s Deferral Election shall
be reduced by the amount necessary to allow the Company to satisfy such withholding requirements.




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          (e) Maximum Deferral. The Administrator may specify an aggregate maximum amount that
can be deferred by any Participant under the Plan. Commencing with calendar/performance year 2006,
the maximum aggregate Deferred Amounts of any Participant shall be $10 million. A Participant’s
Deferral Election for any calendar year shall be reduced, when it combined with other previous
Deferred Amounts, exceeds $10 million. See Sections 3.2(b) and (c) regarding reductions in a
Deferred Amount when an annual maximum is exceeded.




     3.3 Distribution Elections



          (a) Form of Payment. At the same time that a Participant makes a Deferral Election,
the Participant may make a Distribution Election on a Distribution Election Form as to the form of
payment. Such Participant may elect to receive the Deferred Amount (including investment
experience) subject to the Deferral Election either in a lump sum or in up to 15 Annual
Installments.




          (b) Date of Distribution. At same time that a Participant makes a Deferral
Election, the Participant may make a Distribution Election on a Distribution Election Form as to
when the Deferred Amount (including investment experience) subject to the Deferral Election is to
be distributed. Such Participant may elect to commence receiving such amount either following a
Separation from Service and/or in a specific year. If a specific year is elected, such year shall
not be (i) earlier than the second anniversary following the date that the Deferred Amount is
credited to the Participant’s Account assuming the Participant is an Employee on such date and (ii)
with respect to the DSIB Investment Option, later than the than the Participant’s sixty-five
birthday, provided the Participant has a Separation from Service. See Appendix B.




          (c) Changes in Form and Date of Distribution. In his discretion, the Administrator
may permit a particular Participant to change the form and time of distribution in accordance with
Section 409A (a)(4) of the Code and the final Treasury Regulations issued thereunder.




          (d) Special Limitations On Distributions of Certain Investment Options.
Notwithstanding Sections 3.3 (a) and (b) or any Distribution Election to the contrary, the
following applies:





     (i) Deferred Amounts treated as invested in the DSIB Investment Option shall be paid in 15
equal annual installments and shall only be distributed following a Separation from Service. If a
Participant has selected a specific year to commence distribution of the DSIB Investment Option
and is employed on such date by the Company or one of its Affiliates, then such amounts shall be
payable following a Separation from Service on the Initial Distribution Date. If Participant has
incurred a Separation from Service and has selected a date of distribution beyond his/her
sixty-fifth birthday, the election shall be disregarded; and the first installment shall commence
on the Initial Distribution Date following the Participant’s sixty fifth birthday. See Appendices
B and D.




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     (ii) Any investment experience allocated to a Participant’ Account with respect to a Deemed
Investment in the Private Equity Investment Option shall be separately tracked and accounted for,
and a Participant may elect to have the amount of
such investment experience treated as if invested in any Investment Option (other than Private
Equity). Such amount (including subsequent investment experience from other Investment Options)
attributable to Private Equity investment experience, irrespective of any other distribution
election shall be distributed to a Participant in a lump sum in calendar year 2012. If there is
any balance in a Participant’s Account associated with the Deemed Investment in the Private Equity
Investment Option as of the Distribution Date, then such balance shall be increased or decreased
using the average rate of return with respect to the Private Equity Investment Option up to the
Distribution Date.



          (e) Failure to Make A Distribution Election. Unless Section 3.3 (c) applies, if a
Participant fails to make a Distribution Election with respect to any Deferred Amount for a
particular Plan Year, the Participant shall receive the Participant’s Account balance attributable
to that Deferred Amount in a lump sum on the Initial Distribution Date applicable to that
Participant; except as provided above with respect to Deferred Amounts treated as invested in DSIB
and Private Equity Investment Option.




     3.4 Effective Date and Irrevocability. Unless the Administrator otherwise determines
or Section 3.2 applies with respect to maximum deferrals, a Deferral Election and Distribution
Election shall become effective upon the last business day of the enrollment period with respect to
the Plan Year to which they relate, or in the case of Other Compensation as of the date that such
Deferral and Distribution Election are received by the Administrator. With respect to Bonus and
Commissions, a Deferral Election shall be effective for the Plan Year to which it relates and shall
expire at the end of such Plan Year. A Deferral Election and Distribution Election shall be
irrevocable when they becomes effective and may not be modified, except in the case of the 2005
Deferred Amount as provided in Article VI, in the event of an Unforeseeable Emergency as provided
in Article VII or a subsequent election as provided in Section 3.3(c).



     3.5 Mandatory Deferrals. Nothing in this Plan should be construed from prohibiting
the Company from imposing a mandatory deferral; provided that such deferral and distribution
thereof complies with the requirements of Section 409A of the Code.



ARTICLE IV—PARTICIPANT ACCOUNTS



The Company shall establish an Account with respect to each Participant. The Company shall credit
a Participant’s Deferred Amounts to his/her Account in accordance with the Participant’s Deferral
Election Form. The Company shall credit the Deferred Amounts to the Participant’s Account as of
the date on which the amounts would have been paid by the Company or other such other date as may
be specified with respect Other Compensation, unless otherwise determined by the Administrator.
Within an Account, each Deferred Amount, including investment experience shall be separately
accounted for; and each Deferred Amount shall be subject to separate Distribution Elections.




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ARTICLE V—INVESTMENT ACCOUNTS




     5.1 Allocation/Transfer Election. A Participant shall elect Investment Options to be
used to determine the value of a Participant’s Account. A Participant shall use the
Allocation/Transfer Election to specify his/her allocations/transfers among the Investment Options.
In the event that the Participant fails to make an Allocation/Transfer Election with respect to a
Deferred Amount or with respect to a credit from the Private Equity Investment while a Participant
is employed by the Company or one of its Affiliates, such Deferred Amount shall be automatically
treated as allocated or transferred to the Short-Term Investment Option, unless the Administrator
otherwise directs. See Appendices A and C for certain restrictions.



     5. 2 Continuation of Investment Election. With respect to Commissions, an
Allocation/Transfer Election submitted by a Participant during the annual enrollment shall be a
continuing Allocation Election with respect to the allocation of future Deferred Amounts during
the Plan Year until a new Allocation/Transfer Election is submitted by the Participant. In the
event that the Participant fails to make an Allocation/Transfer Election with respect to a Deferred
Amount, it shall be automatically treated as allocated or transferred to the Short-Term Investment
Option, unless the Administrator otherwise directs.



     5.3 Reallocation/Transfer Among Investment Options. A Participant may reallocate or
transfer his Account balances among the Investment Options by submitting a new Allocation/Transfer
Election in such form and at such time or times as may be specified by the Administrator. The
Administrator may, in his sole and absolute discretion, restrict transfer, allocation or
reallocation by Participants into or out of specified Investment Options or specify minimum or
maximum amounts that may be allocated or transferred by Participants. See Appendices A and C for
the restrictions applicable to the 2005 and 2006.



     5.4 Changes in Investment Options. The Administrator, in his sole and absolute
discretion, shall be permitted to add or remove Investment Options; provided that any such addition
or removal of Investment Options shall not be effective with respect to the investment experience
credited prior to the effective date of the change. In the event that the Administrator removes
or replaces an Investment Option, the Administrator may direct the transfer of balances previously
allocated to that Investment Option to other Investment Options.



     5.5 DSIB Investment Option. . Effective as of February 1, 2005, DSIB was no longer
an Investment Option under the Plan. See Appendix B for a full description of the DSIB Investment
Option. Deferred Amounts treated as invested in the DSIB Investment Option shall earn the rate of
return specified by the Administrator for that year and future years as may be specified by the
Administrator. DSIB rate of return shall not be applicable if employment of a Participant
terminates with less than five years of service, or before age 65 with respect to deferrals made
within 12 month of termination of employment. In such circumstances, that portion of the Account
shall receive, in lieu of the DSIB rate, the rate provided by the Stable Value Investment Option
for calendar year 2005 and thereafter the rate provided by the Short-Term Investment Option



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     5.6 JPMorgan Chase Common Stock Investment Option . As of the date that any Deferred
Amount is treated as invested in the JPMorgan Chase Common Stock Investment Option, the number of
hypothetical shares to be allocated to a Participant’s Account shall be determined by using the New
York Stock Exchange Closing Price for that day if such credit, transfer, or allocation is received
prior to closing of the New York Stock Exchange. If the Exchange is closed, the next business
day’s closing price shall be used. Dividend equivalents on such hypothetical shares allocated to
an Account shall be converted into additional shares on a similar basis.



     5.7 Account Valuation. As of a Valuation Date, a Participant’s Account shall be
valued as the sum of the value of all Deemed Investments of the Account minus any withdrawals or
distributions from such Account. Investment experience with respect to each Investment Option will
be credited and debited to, or otherwise reflected in, the balance of such Account.



     5.8 No Ownership. A Participant’s election of Investment Options as measuring devices
for determining the value of a Participant’s Account does not represent actual ownership of, or any
ownership rights in or to, the investments to which the Investment Options refer, nor is the
Company or Bank, as applicable, in any way bound or directed to make actual investments
corresponding to Deemed Investments. A Participant’s Allocation/Transfer Election shall be used
solely for purposes of determining the value of such Participant’s Account.



     5.9 Life Insurance. In the event that, in its discretion, the Company or Bank, as
applicable, purchases an insurance policy or policies insuring the life of a Participant to allow
the Company or Bank to recover the cost of providing the benefits hereunder, neither the
Participant, Participant’s Beneficiary, nor any other person shall have or acquire any rights
whatsoever in such policy or policies or in the proceeds therefrom, and the Participant shall
cooperate with the Company and Bank in the acquisition of such life insurance policy.



ARTICLE VI—SPECIAL TRANSITION RULES




     6.1 Special Elections for 2005. (a) With respect to the 2005 Deferred Amount, a
Participant was permitted to elect during a special election period in 2005 to receive his/her 2005
Deferred Amount on or before December 31, 2005. Elections to receive a partial distribution of the
2005 Deferred Amount were not permitted. By way of further clarification, the election shall not
apply to any vested deferral under the Prior Program. It shall only apply to amounts subject to
Section 409A of the Code.



     (b) For Participants electing to receive their 2005 Deferred Amount, Accounts were valued as
of November 30, 2005.



     (c) If a Participant retained his/her 2005 Deferred Amount in the Plan, then such
Participant, during the special enrollment period referred to in Section 6.1 , may make a
Distribution Election as described Section 3.3. Any Distribution Election made prior to the
special enrollment with respect to the 2005 Deferred Amount shall be null and void.



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     6.2 Distribution Election For 2005, 2006 and 2007 Deferred Amounts. Notwithstanding
any prior election, Participants who had not incurred a Separation from Service prior to November
23, 2007 were permitted to make a new distribution election applicable to Deferred
Amounts for calendar years 2005, 2006 and 2007, provided that no amounts from such deferrals were
payable in 2007. The distribution election was only effective if the Participant remained employed
through December 31, 2007. If a Participant did not make a new election, then his/her prior
distribution elections remained in effect.



ARTICLE VII—DISTRIBUTIONS




     7. 1 Distribution Events. In accordance with Section 409A of the Code and the terms
of this Plan, distribution of Deferred Amounts, including investment experience, may not occur
earlier than the :




     (a) date of Separation from Service of a Participant;




     (b) death of the Participant;




     (c) specific year elected by the Participant pursuant to a Distribution Election; or




     (d) occurrence of an Unforeseeable Emergency.



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     7.2 Form of Distribution. Except with respect to Deferred Amounts treated as if
invested in the JPMorgan Chase Common Stock Investment Option, all distribution shall be in cash.
Distributions attributable to the JPMorgan Chase Common Stock Investment Option shall be
distributed in the form of JPMorgan Chase Common Stock and shall be based on the number of
hypothetical shares allocated to the Account. References herein to a lump sum mean cash and such
stock.



     7.3 Distribution Upon Separation From Service. (a) If a Participant has a Separation
from Service (for reasons other than death) and has satisfied the definition of Full Career
Eligibility as of the date of such Separation from Service, the Participant shall receive a
distribution of the Participant’s Deferred Amounts in accordance with the Participant’s applicable
Distribution Elections except as otherwise provided for in this Article VII and by Section 7.3(c).
( If a Participant failed to make a Distribution Election with respect to any Deferred Amount, it
shall be distributed as a lump sum on an Initial Distribution Date in accordance with Section
3.3(e).) Subject to the Distribution Election, distributions will commence on the Initial
Distribution Date or the Distribution Date, in either case as specified in the applicable election.
See Appendices A and C for prior rules.



     (b) If a Participant has a Separation from (for reasons other than death) and has not
satisfied the definition of Full Career Eligibility, the Participant shall receive lump sum
distribution of his or her Account balance on the Initial Distribution Date.



     (c) Notwithstanding Section 7.3(a), if the Participant’s Account balance as of the Initial
Distribution Date immediately following the date of Separation from Service is less than $15,000,
the Participant’s Account shall be distributed as a lump sum as of the Initial Distribution Date.



     (d) See Appendices A and C for distributions on Separation From Service occurring on or
before January 1, 2008.



     7. 4 Distribution Upon Death. (a) Irrespective of any Distribution Election made, if a
Participant dies, the Plan shall distribute the balance of the Participant’s Account to the
Participant’s Beneficiary in a lump sum (other than for Private Equity and DSIB Investment
Options) on or before the later of the end of the calendar year in which the date of death
occurred or two half months after such date. Distribution of balances attributable to Private
Equity shall be paid to the Beneficiary in conformity with Section 3.3(d).



     (b) In the event of the death of a Participant prior to the Participant’s receipt of
installments from the DSIB Investment Option, then the Beneficiary shall receive survivor benefits
to the Beneficiary as provided pursuant to such Option. Such survivor benefits shall commence on
or before the later of the end of the calendar year in which the date of death occurred or two
half months after such date and subsequently on each annual Distribution Date following the initial
distribution of the survivor benefits. In the event of death after distribution of the benefits
under DSIB Investment Option have commenced, the Beneficiary shall receive any remaining
installment payments in accordance with the schedule applicable to the Participant. See Appendix B.



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     7.5 Distribution on a Specific Year. Subject to Section 7.1 and Section 7.6, a
Participant who has elected a specific year to receive a distribution of a Deferred Amount shall
receive such distribution during the calendar year elected.



     7.6 Priority Rules. If a Participant has elected a specific year(s) of distribution
and incurs a Separation from Service while there are remaining amounts to be distributed pursuant
to his/her Distribution Election, the Participant shall receive balance of the Deferred Amount in
a lump sum on the Initial Distribution Date irrespective of the election made under Section 7.5,
unless the Participants has satisfied the definition of Full Career Eligibility as of date of his
or her Separation from Service in which case he or she receive such payment in accordance with the
applicable Distribution Election.



     7.7 Unforeseeable Emergency Distribution. Upon the Participant’s request and the
submission of evidence of demonstrating an Unforeseeable Emergency, the Administrator may, in his
sole and absolute discretion, determine that a Participant has incurred an Unforeseeable Emergency.
If such a determination is made, the Administrator may cancel a Deferral Election for the balance
of the Plan Year and, taking into account the dollar value of such cancellation to the Participant,
shall authorize a distribution limited to the amount reasonably necessary to satisfy the
emergency need (which may include amounts necessary to pay any Federal, state, or local income
taxes or penalties reasonably anticipated to result from the distribution). (For these purposes,
a distribution shall not be allowed to the extent that the hardship may be relieved through
reimbursement or compensation by insurance or otherwise, or by liquidation of the Participant’s
assets (to the extent such liquidation would not itself cause a severe financial hardship).) Any
such distribution shall be made within 90 days immediately following the receipt of the request
from receipt of the Participant’s requests.



     7.8 Acceleration of Distributions.



          (a) FICA Amount. The Plan, at the discretion of Administrator, may permit the
acceleration of an amount equal to the (i) FICA Amount with respect to any Participant (ii) the
income tax at source on wages imposed under Section 3401 of the Code or the corresponding
withholding provisions of applicable state, local, or foreign tax laws as a result of the payment
of the FICA Amount, and (iii) the additional income tax at source on wages attributable to the
pyramiding Section 3401 wages and taxes. However, the total payment under this Section shall not
exceed the aggregate of the FICA Amount, and the income tax withholding related to such FICA
Amount.




          (b) Payments Upon Income Inclusion Under Section 409A. The Plan, at the discretion
of Administrator, may permit the acceleration of the time or schedule of a payment to a Participant
under the Plan at any time the Plan or any arrangement that is aggregated with the Plan under
Treasury Regulations fails to meet the requirements of Section 409A of the Code with respect to
such Participant. Such payment shall not exceed the amount required to be included in income as a
result of the failure to comply with the requirements of Section 409A of the Code and Treasury
Regulations.




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          (c) Prohibition On Acceleration of Distributions. Other than provided for in
Articles III and VII, the Plan shall not permit the acceleration of the time or schedule of any
payment under the Plan except as provided by the Code or Treasury Regulations.




     7.9 Delaying Payment for Security laws violation. If, in the reasonable judgment of
the Administrator distribution of a Deferred Amount would violate Federal securities laws or other
applicable laws, then such distribution shall be delayed to the date at which the Administrator
reasonably anticipates that the payment of the amount will not cause such violation. For this
purpose, the distribution of a Deferred Amount that would cause an inclusion in gross income or the
application of any penalty provision or other provision of the Code shall not be deemed a violation
of applicable laws.



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ARTICLE VIII—LIABILITY AND FUNDING




     8.1 Unsecured Creditor. The right of any Participant or Beneficiary to receive future
payments under the provisions of the Plan shall be an unsecured claim against the general assets of
(i) the Bank if the Participating Company employing the Participant at the time that his/her
compensation is deferred was a bank or a bank subsidiary, or (ii) the Company, if the Participating
Company employing the Participant at the time his/her compensation is deferred was not a bank or a
bank subsidiary.



     8.2 No Funding. All benefits in respect of a Participant under this Plan shall be paid
directly from either the general funds of the Company or Bank, as applicable. No special or
separate fund shall be established and no other segregation of assets shall be made to assure
payment of any benefits hereunder. No Participant or Beneficiary shall have any right, title or
interest whatsoever in or to any investments which the Company or Bank, as applicable, may make to
aid the Company or Bank, as applicable, in meeting their obligation hereunder. Nothing contained
in this Plan, and no action taken pursuant to its provisions, shall create or be construed to
create a trust of any kind, or a fiduciary relationship, between the Company or Bank and any
Participant or Beneficiary.



ARTICLE IX—AMENDMENT AND TERMINATION




     9.1 Amendment and Plan Termination. The Administrator, Committee or the Board may at
any time modify, amend or terminate the Plan. Any such modification, amendment or termination
shall not cancel, reduce or otherwise adversely affect the amount of benefits of any Participant
accrued. Any termination shall conform to Section 409A of the Code.



     9.2 Compliance with Law. It is intended that this Plan comply with all provisions of
the Code and Treasury Regulations and rulings in effect from time to time regarding the permissible
deferral of compensation and taxes thereon, and it is understood that this Plan does so comply. It
shall be so interpreted to fullest extent permitted by law.



ARTICLE X—ADMINISTRATION




     10.1 Administrator. 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, who shall interpret, construe and implement the provisions
of the Plan, and whose determinations shall be conclusive and binding. In carrying out his
responsibilities hereunder, the Administrator may appoint such delegates as he/she deems
appropriate. Such appointment need not be in writing.



     10.2 Decision Binding. Any decision made or action taken by the Board, the Committee,
the Administrator or the Company, 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 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.





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ARTICLE XI—MISCELLANEOUS



     11.1 No Right to Assign. Other than by will, the laws of descent and distribution, or
by appointing a Beneficiary, no right, title or interest of any kind in the Plan shall be
transferable or assignable by a Participant (or his Beneficiary) or be subject to alienation,
anticipation, sale, pledge, encumbrance, garnishment, attachment, levy, execution or other legal or
equitable process, nor be subject to the debts, contracts, liabilities or engagements, or torts of
any Participant or his Beneficiary. Any attempt to alienate, sell, transfer, assign, pledge,
garnish, attach or take any other action subject to legal or equitable process or encumber or
dispose of any interest in the Plan shall be void.



     11.2 Successors. The provisions of Plan shall bind and inure to the benefit of the
Company and its successors and assigns. The term successor as used herein shall include any
corporate or other business entity which shall, by merger, consolidation, purchase or otherwise,
acquire all or substantially all of the business and assets of the Company and successors of any
such corporation or other business entity.



     11.3 No Employment Rights Conferred. Nothing contained in the Plan shall (i) confer
upon any Participant any right with respect to continuation of employment with the Company or any
Affiliate, (ii) interfere in any way with the right of the Company or any Affiliate to terminate a
Participant’s employment at any time, or (iii) confer upon any Participant or other person any
claim or right to any distribution under the Plan except in accordance with its terms.



     11.4 Location Of Participants. Each Participant shall keep the Company informed of
his current address and the current address of his Beneficiary. The Company shall not be obligated
to search for any person.



     11.5. Statements; Errors in Statements or Distributions. The Administrator will
furnish to a Participant, in such manner as the Administrator shall determine, a statement
reflecting the amounts credited to the Participant’s Account and any transactions therein from time
to time.



     11.6 Receipt and Release. Distributions to any Participant or Beneficiary (or any
legal representative thereof) in accordance with the provisions of the Plan shall, to the extent
thereof, be in full satisfaction of all claims for Deferred Amounts and relating to any Account to
which the distributions relate against the Company or Bank, as applicable, and the Company or the
Bank, as applicable, may require such Participant or Beneficiary (or any legal representative
thereof), as a condition to such distributions, to execute a receipt and release to such effect.



     11.7 Plan Expenses. The value of a Participant’s Account may be adjusted to reflect a
charge for a pro rata share of the fees and expenses (including, but not limited to, administrative
expenses, audit fees, trustee fees, trust administration fees and banking expenses) of the Company
in connection with the Plan.



     11.8 Headings and Subheadings. Headings and subheadings in the Plan are for
reference only, and if there is any conflict between such headings or subheadings and the text of
the Plan, the text shall control.



     11.9 Invalid or Unenforceable Provisions. If any provision of this Plan shall be held
invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions
hereof, and the Administrator may elect in it sole and absolute discretion to construe such invalid
or unenforceable
provisions in a manner that conforms to applicable law or as if such provisions, to the extent
invalid or unenforceable, had not been included.




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     11.10 Governing Law. This Plan and the Participant’s participation in the Plan shall
be interpreted and applied in accordance with the laws of the State of New York, without regard to
conflicts of law principles, except to the extent superseded by applicable federal law.



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APPENDIX A—2005 PROGRAM RULES




Deferral Limits for 2005



A Participant is permitted a minimum deferral of $5000 and a maximum deferral of 90% of the Bonus
or $1 million. If an election were to result in a deferral of more than $1 million, the deferral
will be reduced accordingly and apportioned pro rata in accordance with the percentage elections
among the Investment Options.




A Participant was permitted a maximum deferral into each of the DSIB and Stable Value
Investment Options of $500,000. If an investment election results in a deferral to either of these
Investment Options of more than $500,000, any amounts in excess of such limits were directed to the
Short-Term Fixed Income Investment Option.



Limitations on transfers and reallocations.



The following special provisions limit the reallocation or transfer of account balances in
JPMorgan Chase Common Stock, Stable Value, Deferred Supplemental Income Benefit (DSIB), Private
Equity, Multi-Strategy II and the International Equity Investment Options:





• A Participant can reallocate or transfer any Account balance (other than that attributable
to Private Equity) from Investment Options into JPMorgan Chase Common Stock Investment
Option, but may not reallocate or transfer any portion of the Account out of JPMorgan Chase
Common Stock Investment Option.




• A Participant may not reallocate or transfer any of Account balances
from other hypothetical Investment Options into the Stable Value, DSIB, and Private Equity
Investment Options.




• No portion of the Participant’s Account balances in the DSIB and Private Equity Investment
Options may be reallocated or transferred into another Investment Option.




• A Participant may not reallocate or transfer any Account balances from other hypothetical
Investment Options into Multi-Strategy II Investment Option.




• If a Participant reallocates and/or transfers balances into the International Large Cap
Index, International Large Cap Value, International Large Cap Core, or International Small
Cap Investment Options, then no subsequent amount (including any prior balance) can be
reallocated or transferred out of that particular Investment Option for 30 calendar days
from the date of the initial reallocation/transfer.



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APPENDIX B



PDF for DSIB




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APPENDIX C—2006 PROGRAM RULES




Deferral Limits for 2006 and Years Thereafter



A Participant is permitted a minimum deferral of $5000 and a maximum deferral of 90% of the Bonus
or $1 million. If an election were to result in a deferral of more than $1 million, the
deferral will be reduced accordingly and apportioned pro rata in accordance with the percentage
elections among the Investment Options.




Limitations on transfers and reallocations



The following special provisions limit the reallocation or transfer of account balances in the
JPMorgan Chase Common Stock, Multi-Strategy II, and International Investment Options:





• A Participant can reallocate or transfer any unrestricted Account balances from other
hypothetical investment Option Investments into the JPMorgan Chase Common Stock, but may not
reallocate or transfer any portion of the Account balance out of the JPMorgan Chase Common
Stock Investment Option;




• A Participant may not reallocate or transfer any Account balances from other hypothetical
Investment Options into Multi-Strategy II.




• If a Participant reallocates and/or transfers balances into the International Investment
Option, then no subsequent amount (including any prior balance) can be reallocated or
transferred out of that particular Investment Option for 30 calendar days from the date of
the initial reallocation/transfer.



Distribution Rules Effective for Separations from Service on or before December 31, 2007




Distributions of amounts deferred in calendar years 2006 and 2007 with respect to Separations from
Service on or before December 31, 2007 shall be made in a lump sum on the applicable Initial
Distribution Date(s) unless the participant satisfied either the definition of Retirement or Job
Elimination. If one of those definitions was satisfied, then the Distribution Election was
honored.


“Retirement” means a Separation from Service on or after January 1, 2006 and before January 1,
2008, after attaining age 55 with at least 15 years of cumulative service (as defined by JPMorgan
Chase Retirement Plan), of which at least the last five years of service preceding the Separation
from Service are continuous. Effective January 1, 2006, this definition was super- ceded by Full
Career Eligibility.



“Job Elimination” means a Separation from Service pursuant to which the Participant receives the
payment of severance from the Company or an Affiliate. It also includes those Separations from
Service resulting from the sale of a business where employment of the Participant continues with
the purchaser of business even though there is no payment of severance. Effective January 1, 2008,
this definition is not applicable to distributions.





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