EX-10.34



 







Exhibit 10.34




December 29, 2005




Charles W. Scharf

JPMorgan Chase & Co.




Dear Charlie -




As we have discussed, we hereby amend and restate as of the date hereof that
certain letter agreement dated February 25, 2004. Reference to the effective
date means July 1, 2004, the effective date of merger of Bank One Corporation
and JPMorgan Chase & Co. (the “Company”).



Office Location: New York, New York




Company Equity Awards Granted Prior to the Effective Date:




	 	•	 	Upon any termination of employment with the Company (other than a
termination by the Company for Cause) following the effective date,
(1) all outstanding stock options granted prior to the effective
date vest in full and become immediately exercisable (2) Company
options granted prior to the effective date remain exercisable for
not less than three years following the date of termination (or
longer period as per terms, e.g., if executive satisfied retirement
rule), but in no event longer than the original full term, and (3)
non-compete provision of the restrictive covenants in the Company
equity awards granted prior to the effective date lapses.





Termination following the effective date: Termination protection for 3 years
after the effective date as follows:




	 	•	 	Without Cause by the Company or by the Executive for Good Reason:






	 	1.	 	Full vesting of all equity incentive awards including the
initial restricted stock award granted July 1, 2004 (with
other post-effective date awards vesting in accordance with
their terms), with the Company options granted prior to the
effective date remaining exercisable for three years following
the date of termination (or longer period as per terms, e.g.,
if executive satisfies retirement rule), but in no event
beyond the original full term and post-effective date option
grants remaining exercisable in accordance with their terms
unless a longer period is provided for pursuant to the terms
of the JPMorgan Chase Executive Severance Policy; and
	 
	 	2.	 	All other benefits provided under the JPMorgan Chase Executive
Severance Policy to similarly-situated executives. Under
JPMorgan Chase’s current severance policy, which as you know
is subject to change at the discretion of the Company, you
will be eligible for severance in case of involuntary
termination, except for Cause, in an amount equal to two times
current base salary, plus a further amount determined at the
discretion of JPMorgan Chase.






	 	•	 	For this purpose, “Cause” shall mean: (1) continued failure to
perform duties or continued failure to abide by the written policies
of the Company after notice and a reasonable opportunity to cure
(provided that such written policies have been previously provided
to





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	 	 	 	the executive); (2) gross misconduct which is demonstrably injurious
to the Company; or (3) conviction or plea of guilty or nolo
contendere to the commission of a felony.
	 
	 	•	 	For this purpose, “Good Reason” shall mean relocation from the
location set forth above.
	 
	 	•	 	Death or Involuntary Termination due to Disability: full vesting of
all equity incentive awards, with the Company options granted prior
to the effective date remaining exercisable for not less than three
years following the date of termination (or longer period as per
terms, e.g., death, disability or retirement rule) and
post-effective date grants remaining exercisable in accordance with
their terms, but not beyond the original full term; other vested
benefits.
	 
	 	•	 	Excise Tax Gross-Up: If any payments under this Agreement or
otherwise are subject to Section 4999 of the Code, the executive
will be paid an additional payment such that the executive will be
placed in the same after-tax position as if no excise tax had been
imposed, if the net after-tax benefit to the executive exceeds
$100,000.





Miscellaneous:





	 	•	 	No mitigation or offset.
	 
	 	•	 	Governed by New York law.





If the above reflects your understanding, please sign this letter in the space
below.



Very truly yours,




/s/ James Dimon

James Dimon




ACKNOWLEDGED AND AGREED




/s/ Charles W. Scharf

Charles W. Scharf





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