EX-10.4



 






EXHIBIT 10.4




JPMORGAN CHASE & CO.

2005 DEFERRED COMPENSATION PLAN

Effective January 1, 2005




PREAMBLE




     Effective January 1, 2005, JPMorgan Chase & Co (“Company”) hereby establishes 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 occur on or after January 1, 2005.
Until final Treasury Regulations are promulgated under Section 409A of the Code, the Plan shall be
interpreted and operated in good faith compliance with Section 409A and Internal Revenue Service
Notice 2005-1.



     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).



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:




     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.



     1.2 “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.



     1.3 “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 regulations under Section 414(o) of the Code.



     1.4 “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.



     1.5 “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.



     1.6 “Bank” means JPMorgan Chase Bank National Association.



     1.7 “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.



     1.8 “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.



     1.9 “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.



     1.10 “Code” means the Internal Revenue Code of 1986, as it may be amended from time to time,
as well as regulations promulgated thereunder.




 









 





     1.11 “Commissions” mean base salary and commissions and production overrides paid to a
Participant during the 12 month period commencing January 1, 2005 and ending December 31, 2005
and thereafter the 12 month period commencing April 1 of each following calendar year and ending
March 31 of the next following calendar, 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.



     1.12 “Committee” means the Compensation and Management Development Committee of the Board.



     1.13 “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.



     1.14 “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.



     1.15 “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.



     1.16 “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.



     1.17 “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.



     1.18 “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.



     1.19 “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.



     1.20 “Disability” or “Disabled” means a Separation from Service by reason of a condition that
prevents a participant from engaging in any substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to result in death or can be
expected to last for a continuous period of not less than 12 months. A Participant will be found to
be Disabled if he or she receives a determination by the Social Security Administration or an
insurance company using the foregoing definition that he or she is disabled.



By way of further clarification, Disability as used in this Plan is not a distribution event
absent a Separation from Service.




     1.21 “Distribution Date” means, other than the Initial Distribution Date, January of a
calendar year.



     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.



     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 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 “Initial Distribution Date” means the January or July following the calendar year in
which a Separation from Service occurs with respect to a Participant who:




	 	•	 	did not made a Distribution Election with respect to a Deferred Amount,
	 
	 	•	 	elected a lump sum 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.




The specific Initial Distribution Date of a Participant who has a Separation from Service in
any calendar year





	 	•	 	between January 1 through June 30th is January of the following calendar year and
	 
	 	•	 	between July 1 and December 31st is July of the following calendar year.





     1.27 “Investment Options” mean the 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.




 









 





     1.28 “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.



     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 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.



     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 with respect to Bonus deferrals and means the twelve-month period beginning January 1,
2005 and ending December 31, 2005 with respect to Commissions and thereafter each April 1st of a
calendar year through March 31st of the following calendar year.



     1.35 “Prior Program” means the JPMorgan Chase Deferred Compensation Program as in effect
through December 31, 2004 with respect to amount deferred and vested on or prior to December 31,
2004.



     1.36 “Retirement” means a Separation from Service 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.



     1.37 “Separation from Service” means a Participant’s separation from service with the Company
or any Affiliate for any reason. For purposes of a good faith compliance with Section 409A of the
Code and Notice 2005-1, it means a termination of employment until final Treasury Regulations are
issued.



     1.38 “Specified Employee” means a “specified employee” as defined in Section 409A (a)(2)(B)(i)
of the Code as determined in accordance with the regulations promulgated under the Code. For this
purpose, the designated period for determining a whether a Participant is a Specified Employee for
the next succeeding period shall be each calendar year.



     1.39 “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.



     1.40 “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.



     1.41 “Valuation Date” means any date specified by the Administrator with respect to valuing an
Account of a Participant.



 









 





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 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 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.



          (b) Commission Deferrals. 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.



          (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 shall be 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. 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 an amount less than
the minimum amount or more than the maximum annual amount, the Deferral Election shall not be
effective for the Plan Year to the extent that it is less than minimum amount or 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
results in insufficient non-deferred compensation from which the Company may withhold taxes (or
such amount that is required to be deducted), the Participant’s Deferral Election shall be reduced
by the amount necessary to allow the Company to satisfy such withholding requirements, unless
acceptable other arrangements are made for the payment of such taxes or other amounts.



          (e) Maximum Deferral. The Administrator may specify an aggregate maximum amount that
can be deferred by any Participant under the Plan. Commencing with calendar 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 January of a specific year. If a specific year is elected, such
year shall not be earlier than the second anniversary following date that the Deferred Amount is
credited to the Participant’s Account nor with respect to the DSIB Investment Option later than
the than the Participant’s sixty-five birthday. See Appendix B.



          (c) Changes in Form and Date of Distribution. The Administrator, in his or her
discretion, may permit a particular Participant to change the form and time of distribution in
accordance with Section 409A (a)(4) of the Code and Proposed Regulations, as well as final
Regulations when issued.



          (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
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 an Initial Distribution Date
and in annual installments on each subsequent 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 later
of the Initial Distribution Date or the Distribution Date, following the Participant’s sixty
fifth birthday and in annual installments thereafter on each
subsequent Distribution Date. See Appendices B and D.




          (ii)
Because the calculation of any investment experience allocated to a
Participant’s Account with respect to the
Private Equity Investment Option following a Separation from Service
is not administratively practicable within the meaning Treasury
Proposed Regulation 1.409-A3, it shall be distributed to the
Participant (except in the case of a Specified Employee) within 60 days following the date of such
allocation. In the case of a Specified Employee, such Participant shall not receive any
distribution until six months have elapsed from the date of the Separation from Service.







          (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 Options.



     3.4 Effective Date and Irrevocability. Unless the Administrator otherwise determines
or Section 3.2 applies with respect to minimum/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. 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 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.




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.



     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 additions
or removals 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. 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 up to the January 1, immediately prior to the distribution of the first installment of
the DSIB. The 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.
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



     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 for that day. 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 Election. With respect to the 2005 Deferred Amount, a Participant may
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 are not
permitted. By way of further clarification, the election shall not apply to any vested deferral
under the Program. It shall only apply to amounts subject to Section 409A of the Code.



     6.2 Account Valuation. For Participants electing to receive their 2005 Deferred
Amount, Accounts are valued as of November 30, 2005.



     6. 3 Distribution Elections. If a Participant shall retain 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, including any limitation
set forth therein. Any Distribution Election made prior to the special enrollment with respect to
the 2005 Deferred Amount shall be null and void.



ARTICLE VII—DISTRIBUTIONS




     7. 1 Distribution Events. In accordance with Section 409A of the Code and ther 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.



 









 





     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. Upon a Participant’s Separation from
Service, the Participant shall receive the distribution of the Participant’s Account balance in
accordance with the Participant’s Distribution Elections except as otherwise provided for in this
Article VII and by Section 3.3(c). If a Participant failed to make a Distribution Election with
respect to any Deferred Amount, including investment experience, it shall be distributed as a lump
sum on an Initial Distribution Date except as otherwise provided for in this Article VII and by
Section 3.3(c).



     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) not later than 120 days following receipt of a death certificate.



          (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 Options. Such survivor benefits shall first
commence not later 120 days following receipt of a death certificate 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.



          (c) Subject to Section 7.4 (a), any amounts allocated from the Private Equity Investment
Option of a deceased Participant shall be distributed to the Beneficiary not later than 60 days
after the date of the allocation.



     7.5 Distribution on a Specific Year. A Participant who has elected a specific year to
receive a distribution of a Deferred Amount shall receive such distribution in January of the year
elected; except as otherwise provided for in this Article VII and by Section 3.3(c).



     7.6 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).



     7.7 Acceleration of Distributions.



          (a) Minimum Account/Voluntary Termination. Notwithstanding any Distribution Election
or any Plan term to the contrary, a Participant shall receive his/her Account on the Initial
Distribution Date if (i) the value of the Account is less than $15,000 (excluding Deemed
Investments in Private Equity and DSIB Investment Options) or (ii) for Deferred Amounts credited
under this Plan after calendar year 2005, the Participant’s Separation from Service was for
reasons other than a Job Elimination, Retirement or Disability.



          (b) 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.



          (c) 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.



          (d) 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.



     7.8 Delaying Payment.



          (a)
162(m) Delay. If, in the reasonable judgment of the Administrator, the Company’s
deduction with respect to a distribution of Deferred Amounts or any other amount would be limited
or eliminated by application of Section 162(m) of the Code, such distribution shall be delayed to
the Initial Distribution Date (or such earlier distribution date
required by Treasury Regulations), unless with respect to an amount subject to a mandatory deferral,
the Participant has made a Distribution Election that extends the distribution date beyond the
Initial Distribution Date.



          (b) 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.



 









 





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 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. If any
provision of this Plan is inconsistent with Section 409A of the Code, then such provision shall
be null and void from date included in the Plan, unless the application of such change is
prospective in nature.



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.



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.



     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.




 









 





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 is 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 will be 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.













 




APPENDIX B










You may elect to have your Deferred Compensation Program account
balance treated as if invested in the Deferred Supplemental Income
Benefit (DSIB) investment choice. With DSIB, your investments earn a
rate of return based on your age when your deferred compensation is
credited to DSIB and your age when you receive payment. (For more
information, see Table 1 on page 22, which shows the rates in effect
for amounts deferred, transferred, or reallocated into pending DSIB
during 2004 and for deferrals of performance year 2004 cash bonuses, as
applicable. Table 2 shows reduction factors for benefits commenced
before age 65.)


JPMorgan Chase may seek to defray the costs of this
investment choice by purchasing, owning, and being the beneficiary of
life insurance policies on the lives of certain employees. You will not
be required to complete an insurance application to defer through DSIB,
nor will a medical examination be necessary. If you choose to invest
through DSIB, you may be required to complete a consent form that
allows JPMorgan Chase to purchase life insurance on you. You will have
no interest in the proceeds of this insurance.



Once amounts (2004 performance year bonus deferrals and 2004
Pending DSIB) are credited to DSIB in January 2005, such amounts
cannot be transferred out.



Minimum Deferral Amount: The minimum annual deferral amount into DSIB
is $5,000. Any deferrals below the applicable minimum will be credited
to the Short-Term Fixed Income investment choice and receive interest
based on the Short-Term Fixed Income rate for the applicable period.
You may then transfer this amount to most of the other investment
choices offered under the program.



Deferral Limits: The annual limit on new deferrals into DSIB and
pending DSIB (for commission-paid employees) is $500,000. JPMorgan
Chase reserves the right to further restrict the deferred amounts
invested in this investment choice, as it does with all investment
choices, in its sole discretion. Participants will be advised if
JPMorgan Chase exercises its discretion. Such restricted amounts will
be credited to the Short-Term Fixed Income investment choice and
receive interest based on the Short-Term Fixed Income rate for the
applicable period.


Pending DSIB: Voluntary Compensation Deferral Plan
deferrals allocated to DSIB during 2005, will remain in pending
status, unless you subsequently transfer such amounts out of pending
status during 2005. In pending status, the amounts will accrue
interest at the rates offered by the Short-Term Fixed Income
investment choice. In January 2006, these amounts will automatically
be credited to DSIB and, at such time, will earn the rate then in
effect for DSIB (such rates will be announced in fall 2005). Once
these amounts are credited to DSIB in January 2006, such amounts
cannot be transferred out.



Note for Commission-Paid Employees: If you transfer and/or
reallocate balances out of pending DSIB, then no subsequent amount
can be transferred or reallocated back into pending DSIB in a given
year.













 










Transfer Restrictions: You may not reallocate or transfer any of your
Deferred Compensation Program account balances from other hypothetical
investment choices into DSIB. In addition, no portion of your account
balance in DSIB may be reallocated or transferred into another
investment choice.



DSIB Payments



You may not elect to receive payments from DSIB while employed.
Instead, payments are scheduled to begin in the year following your
retirement or termination of employment, subject to the firm’s
acceptance and to any applicable legal requirements.



Payments from DSIB are made in 15 equal annual installments. You will
have 60 days from your retirement or termination date (but not later
than December 31 of the year of your retirement/termination) to
request to defer payments to a later year, subject to the firm’s
acceptance and to any applicable legal requirements. If you do not
make a request, the first of 15 DSIB payments will begin as soon as
administratively possible following your retirement or termination
under the terms and conditions for distributions.



Under the following circumstances, your deferrals invested
through DSIB will be recalculated as if they had been invested in
the Short-Term Fixed Income investment choice:




	•	 	If your employment terminates with fewer than five years of
service (including service with predecessor organizations);
or
	 
	•	 	If your employment terminates before age 65 and your
deferral was invested in DSIB for less than 12 months prior
to your termination.





Examples:




	•	 	If you defer a portion of your 2004 performance year bonus into
DSIB and your employment terminates before January 1, 2006 (12
months after January 1, 2005), your DSIB deferral will be
recalculated at the Short-Term Fixed Income rate, unless you are
age 65 or older at the time of termination.
	 
	•	 	If you defer a portion of your 2005 eligible compensation (for
commission-paid employees) into Pending DSIB and your employment
terminates before January 1, 2007 (12 months after January 1,
2006), your DSIB deferral will be recalculated at the Short-Term
Fixed Income rate, unless you are age 65 or older at the time of
termination.





In such cases, this amount will be distributed to you following
your termination of employment under the same terms and
conditions for distributions from the Short-Term Fixed Income
investment choice. (See the accompanying Voluntary Bonus Deferral
Plan Brochure or the Voluntary Compensation Deferral Plan
Brochure for details on distributions.)













 










An Important Tax Note



Estate tax law is very complex and
subject to change. You should
consider consulting a qualified tax
advisor before electing a survivor
benefit payment method. The Lump-Sum
Survivor Benefit payment choices are
designed to address a potential cash
flow problem that can arise due to
U.S. estate taxes.



Survivor Benefits



In the event of your death before payments begin, DSIB provides
annual survivor payments to your beneficiary(ies) for 15 years. These
benefits begin as soon as administratively practical.



The annual survivor payment is approximately equivalent to the annual
benefit that you would have received at age 60. DSIB Table 3 on page
24 shows the survivor benefits payable per $1,000 deferred.



In the event of your death after payments begin, the remaining annual
payments will be paid to your beneficiary(ies) in the same amount as
had been paid to you.


You may elect to have all or a portion of your
benefit paid to your beneficiary(ies) as a lump sum if certain
conditions are met. (Please see “Lump-Sum Survivor Benefits” below.)



For more information about choosing your beneficiary(ies), please
see the accompanying Deferred Compensation Program Highlights.



Lump-Sum Survivor Benefits



As an alternative to the annuity form of payment described in
“Survivor Benefits” above, you can select a lump-sum form of survivor
benefit to be paid to your beneficiary in the event of your
death.


Under U.S. federal estate tax law, if your beneficiary is your
spouse, the value of the DSIB benefit would not be subject to estate
tax. However, if your beneficiary is not your spouse, or your spouse
is not a U.S. citizen, and your estate is large enough to be subject
to federal estate taxes, then upon your death the present value of
all of the future DSIB benefit payments would be subject to federal
estate tax. Those taxes would be payable almost immediately, even
though the DSIB benefit would be payable over a number of years.



Special
conditions must be satisfied at the time of your death in
order for a lump-sum payment election to apply, as described in the
section “Conditions on Lump-Sum Survivor Benefits” below.
There are
two forms of lump-sum benefits available:





	1.	 	A lump-sum survivor
benefit — The lump-sum benefit is equivalent to the present value
of the applicable survivor annuity as of the distribution date,
i.e., the year in which the estate tax is due. In the event annuity
payments have already commenced at the time of your death, the
lump-sum benefit is the present value equivalent of the remaining
annuity payments.
	 
	2.	 	50% of the above amount payable as a lump sum, and the
remaining portion of the benefit payable in equal annual
installments beginning in the year the lump-sum portion is paid.





Conditions on Lump-Sum Survivor Benefits



You may make an election for one of the lump-sum survivor
benefit payment choices described in the “Lump-Sum Survivor Benefits”
section above at any time. However, your election will be effective
only if each of the following conditions is satisfied at the time of
your death:




	•	 	Your beneficiary must be someone other than your
spouse, or must be a spouse who is not a U.S. citizen;
	 
	•	 	The annual
installment benefit payable to your beneficiary must be greater than
$50,000; and





 









 











	•	 	At least one year must have elapsed between your election of a
lump-sum survivor benefit and your death (unless your death is due
to an accident, as defined under the JPMorgan Chase Accidental
Death and Dismemberment (AD&D) Insurance Plan, subsequent to your
election).





If at the time of your death any of these conditions is not
satisfied, your survivor benefit will be paid to your beneficiary
in equal annual installments. Please Note: Even if one or more of
the conditions is not currently satisfied, you may make a
contingent election in case circumstances change and all
conditions are met at the time of your death.



How the Lump-Sum Payments Are Calculated

Under the terms of DSIB, the full lump-sum survivor benefit
will be equal to the present value of the applicable annuity
payments that would otherwise be paid to your beneficiary. The
lump-sum portion of the 50% lump-sum/50% annuity payment choice
will be equal to half the value of the full lump-sum benefit.



To determine the present value, a discount rate based on your unique
weighted average rates of return for your cumulative DSIB deferrals
will be used. The rate of return on DSIB deferrals can be found in
the footnotes to your periodic Deferred Compensation account
statements.


Please Note: While JPMorgan Chase will use your DSIB
rate of return to determine the value of a lump-sum payment, the
Internal Revenue Service (IRS) will apply its own discount rate in
calculating the present value of these annuity payments for purposes
of determining estate taxes due. The discount rate used by the IRS
may be lower or higher than the rate of return used by the Deferred
Compensation Program.



Electing a Lump-Sum Survivor Benefit



If you would like to elect a lump-sum survivor benefit, you
must use the DSIB Survivor Benefit Election Form. You can print the
election form from the Deferred Compensation Program home page on My
Rewards @ Work:,


From Work: Company Home > Resources > Benefits
& Programs.


From
Home: www.MyRewardsAtWork.com via the Internet.


You
may make a lump-sum election at any time, even if you have already
begun receiving your payments. Your election can also be changed at
any time. Remember, however, that for a lump-sum payment to apply,
at least one year must elapse between the date of your election and
the date of your death, as outlined in “Conditions on Lump-Sum
Survivor Benefits.” Similarly, to revoke a lump-sum payment choice
election, at least one year must elapse between the date of
revocation and the date of your death. The date of your election (or
revocation) is the date your election form is acknowledged by
Executive Compensation and Benefits.



Please Note: If you do not submit the election form, in the event of
your death, your benefit will automatically be paid to your
beneficiary in equal annual payments.













 










Benefit Calculations



The following examples illustrate how to calculate potential DSIB
benefits based on current rates of return.



	 	 	 	 	 
	Assumptions:	 	 	 	 
	Age When Beginning DSIB Deferrals
	 	 	45	 
	Years Contributing
	 	 	5	 
	Annual Contribution Amount
	 	$	10,000	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Normal Age 65 DSIB Benefit	 	 	Survivor Income Benefit	 
	Age at	 	Amount	 	 	Annual Payment	 	 	Total Annual	 	 	Total of	 	 	Annual Survivor	 	 	Total Annual	 	 	Total of 15	 
	Deferral	 	Deferred	 	 	per $1,000 at Age 65	 	 	Payment on	 	 	15 Annual	 	 	Income per $1,000	 	 	Survivor Income on	 	 	Annual Survivor	 
	 	 	 	 	 	 	(from Table 1	 	 	$10,000 Deferral	 	 	Payments	 	 	(from Table 3	 	 	$10,000 Deferral	 	 	Payments	 
	 	 	 	 	 	 	on page 22)	 	 	 	 	 	 	 	 	 	 	on page 24)	 	 	 	 	 	 	 	 	 
	45
	 	$	10,000	 	 	$	448	 	 	$	4,480	 	 	$	67,200	 	 	$	335	 	 	$	3,350	 	 	$	50,250	 
	46
	 	$	10,000	 	 	$	421	 	 	$	4,210	 	 	$	63,150	 	 	$	315	 	 	$	3,150	 	 	$	47,250	 
	47
	 	$	10,000	 	 	$	396	 	 	$	3,960	 	 	$	59,400	 	 	$	296	 	 	$	2,960	 	 	$	44,400	 
	48
	 	$	10,000	 	 	$	372	 	 	$	3,720	 	 	$	55,800	 	 	$	278	 	 	$	2,780	 	 	$	41,700	 
	49
	 	$	10,000	 	 	$	349	 	 	$	3,490	 	 	$	52,350	 	 	$	261	 	 	$	2,610	 	 	$	39,150	 
	Total
	 	$	50,000	 	 	$	1,986	 	 	$	19,860	 	 	$	297,900	 	 	$	1,485	 	 	$	14,850	 	 	$	222,750	 
	You Put In é     
	 	 	 	 	 	You Get Out é     
	 	 	 	 	 	 	 	 	 	 	 	 






Here are similar examples of potential DSIB benefits at two other
ages — age 35 and age 55:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Normal Age 65 DSIB Benefit	 	 	Normal Age 65 DSIB Benefit	 	 	Survivor Income Benefit	 
	Age at	 	Annual Deferrals	 	 	Annual Payout	 	 	Total Payout	 	 	Annual	 	 	Total	 
	Initial Deferral	 	(5 years)	 	 	Age 65-79	 	 	 	 	 	 	Survivor Income	 	 	Survivor Income	 
	35
	 	$	50,000	 	 	$	35,270	 	 	$	529,050	 	 	$	26,350	 	 	$	395,250	 
	55
	 	$	50,000	 	 	$	10,190	 	 	$	152,850	 	 	$	7,620	 	 	$	114,300	 
	You Put In é     
	 	You Get Out é     
	 	 	 	 	 	 	 	 






To calculate the impact of beginning payments before age 65,
please refer to Table 2 on page 23.



DSIB Tables



The following tables provide additional information about DSIB.




	•	 	Table 1 shows the payments — beginning at age 65 — for each
$1,000 deferred, transferred, or reallocated into Pending DSIB
during 2004 and for deferrals of performance year 2004 cash
bonuses, as applicable.
	 
	•	 	Table 2 shows reduction factors for benefits that begin before age 65.
	 
	•	 	Table 3 shows survivor income benefits payable.















 










Deferred Supplemental Income Benefit




Table 1

Normal age 65 benefit per $1,000 deferred1




	 	 	 	 	 	 	 
	 	 	You'll receive this amount	 	 	 	 
	If you defer	 	annually for 15 years	 	Total of	 	Age 65 rate
	at age2	 	starting at age 653	 	15 payments	 	of return
	25
	 	$1,240	 	$18,600	 	6.50%
	26
	 	1,189	 	17,835	 	6.55%
	27
	 	1,139	 	17,085	 	6.60%
	28
	 	1,090	 	16,350	 	6.65%
	29
	 	1,042	 	15,630	 	6.70%
	30
	 	996	 	14,940	 	6.75%
	31
	 	950	 	14,250	 	6.80%
	32
	 	906	 	13,590	 	6.85%
	33
	 	863	 	12,945	 	6.90%
	34
	 	822	 	12,330	 	6.95%
	35
	 	781	 	11,715	 	7.00%
	36
	 	742	 	11,130	 	7.05%
	37
	 	704	 	10,560	 	7.10%
	38
	 	668	 	10,020	 	7.15%
	39
	 	632	 	9,480	 	7.20%
	40
	 	598	 	8,970	 	7.25%
	41
	 	566	 	8,490	 	7.30%
	42
	 	534	 	8,010	 	7.35%
	43
	 	504	 	7,560	 	7.40%
	44
	 	475	 	7,125	 	7.45%
	45
	 	448	 	6,720	 	7.50%
	46
	 	421	 	6,315	 	7.55%
	47
	 	396	 	5,940	 	7.60%
	48
	 	372	 	5,580	 	7.65%
	49
	 	349	 	5,235	 	7.70%
	50
	 	327	 	4,905	 	7.75%
	51
	 	306	 	4,590	 	7.80%
	52
	 	287	 	4,305	 	7.85%
	53
	 	268	 	4,020	 	7.90%
	54
	 	250	 	3,750	 	7.95%
	55
	 	234	 	3,510	 	8.00%
	56
	 	218	 	3,270	 	8.05%
	57
	 	203	 	3,045	 	8.10%
	58
	 	189	 	2,835	 	8.15%
	59
	 	175	 	2,625	 	8.20%
	60
	 	163	 	2,445	 	8.25%
	61
	 	151	 	2,265	 	8.30%
	62
	 	140	 	2,100	 	8.35%
	63
	 	130	 	1,950	 	8.40%
	64
	 	120	 	1,800	 	8.45%
	65
	 	111	 	1,665	 	8.50%








 




			
	1	 	This table is in effect for amounts deferred, transferred, or
reallocated into Pending DSIB during 2004 and for deferrals of performance
year 2004 cash bonuses, as applicable.
	 
	2	 	Attained age as of December 31, 2004.
	 
	3	 	Benefits start in January of the year following your 65th birthday.















 










Deferred Supplemental Income Benefit




Table 2

Reduction factors for benefits commenced before age 651




	 	 	 
	Benefits commenced at age2	 	Percentage of age 65 benefits paid
	64
	 	94.34%
	63
	 	89.00%
	62
	 	83.96%
	61
	 	79.21%
	60
	 	74.73%
	59
	 	70.50%
	58
	 	66.51%
	57
	 	62.74%
	56
	 	59.19%
	55
	 	55.84%
	54
	 	52.68%
	53
	 	49.70%
	52
	 	46.88%
	51
	 	44.23%
	50
	 	41.73%
	49
	 	39.36%
	48
	 	37.14%
	47
	 	35.03%
	46
	 	33.05%
	45
	 	31.18%
	44
	 	29.42%
	43
	 	27.75%
	42
	 	26.18%
	41
	 	24.70%
	40
	 	23.30%
	39
	 	21.98%
	38
	 	20.74%
	37
	 	19.56%
	36
	 	18.46%
	35
	 	17.41%
	34
	 	16.43%
	33
	 	15.50%
	32
	 	14.62%
	31
	 	13.79%
	30
	 	13.01%
	29
	 	12.27%
	28
	 	11.58%
	27
	 	10.92%
	26
	 	10.31%
	25
	 	9.72%








 




			
	1	 	This table is in effect for amounts deferred, transferred, or
reallocated into Pending DSIB during 2004 and for deferrals of performance
year 2004 cash bonuses, as applicable.

	 
	2	 	Attained age as of December 31 in the year before payments commence or,
for survivor benefits, in the year of death.





 









 










Deferred Supplemental Income Benefit




Table 3

Survivor income benefits per $1,000 deferred1




	 	 	 	 	 
	 	 	Pre-Retirement Survivor Benefit2
	Age at deferral3	 	Annual 15 year payment	 	Total payment
	25
	 	$927	 	$13,905
	26
	 	889	 	13,335
	27
	 	851	 	12,765
	28
	 	815	 	12,225
	29
	 	779	 	11,685
	30
	 	744	 	11,160
	31
	 	710	 	10,650
	32
	 	677	 	10,155
	33
	 	645	 	9,675
	34
	 	614	 	9,210
	35
	 	584	 	8,760
	36
	 	554	 	8,310
	37
	 	526	 	7,890
	38
	 	499	 	7,485
	39
	 	472	 	7,080
	40
	 	447	 	6,705
	41
	 	423	 	6,345
	42
	 	399	 	5,985
	43
	 	377	 	5,655
	44
	 	355	 	5,325
	45
	 	335	 	5,025
	46
	 	315	 	4,725
	47
	 	296	 	4,440
	48
	 	278	 	4,170
	49
	 	261	 	3,915
	50
	 	244	 	3,660
	51
	 	229	 	3,435
	52
	 	214	 	3,210
	53
	 	200	 	3,000
	54
	 	187	 	2,805
	55
	 	175	 	2,625
	56
	 	163	 	2,445
	57
	 	152	 	2,280
	58
	 	141	 	2,115
	59
	 	131	 	1,965
	60
	 	122	 	1,830
	61
	 	120	 	1,800
	62
	 	118	 	1,770
	63
	 	116	 	1,740
	64
	 	113	 	1,695
	65
	 	111	 	1,665








 




			
	1	 	This table is in effect for amounts deferred, transferred, or
reallocated into Pending DSIB during 2004 and for deferrals of performance
year 2004 cash bonuses, as applicable.
	 
	2	 	Survivor benefit equals the greater of the survivor benefit in this
Table or the benefit in Table 2 if the death occurs after age 60.
	 
	3	 	Attained age as of December 31, 2004.






 










 





APPENDIX C—2006 PROGRAM RULES



Deferral Limits for 2006

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.