This Appendix C applies to active participants in the Cash Balance Plan of Morgan Guaranty Trust Company of New York and Affiliated Companies for United States Employees as of December 31, 2001, who became active participants in the JPMorgan Chase Retirement Plan on January 1, 2002.

For purposes of this Appendix C, "active participant" means you were receiving pay and interest credits or you were on an authorized unpaid leave of absence as of December 31, 2001.

This Appendix C explains how your participation in The Cash Balance Plan of Morgan Guaranty Trust Company of New York and Affiliated Companies for United States Employees in effect on December 31, 2001 may affect your 2005 JPMorgan Chase Plan benefit, including your:

Effective December 31, 2001, the 1999 Morgan Cash Balance Plan merged into The Retirement Plan of the Chase Manhattan Bank and Certain Affiliated Companies, which was renamed the JPMorgan Chase Retirement Plan. Your account balance under the 1999 Morgan Cash Balance Plan continued in the 2002 JPMorgan Chase Plan as of that date.

In general, your total service recognized under the 2002 and 2005 JPMorgan Chase Plans is used to determine when you become vested. However, as a 2001 Morgan participant, total service includes only your prior vesting service that was recognized under the 1999 Morgan Cash Balance Plan, plus any subsequent vesting/total service recognized under the 2002 and 2005 JPMorgan Chase Plans. For example, your vesting service in the 1999 Morgan Cash Balance Plan was calculated from the first day of the month in which you were hired, as long as you were at least age 18. Also, if you had a break in service that began prior to becoming vested and the break exceeded five years, then such service would not be part of your total service. However, if you terminated before January 1, 2002 and were re-employed on or after January 1, 2002, your total service will include all prior Morgan service — even if it would not have been recognized by the 1999 Morgan Cash Balance Plan for vesting purposes.

Pay credit service under the 2005 JPMorgan Chase Plan is based on your "Pay Credits/Cumulative Service" (as defined under "Important Terms"), which is your vesting service in the 1999 Morgan Cash Balance Plan as of December 31, 2001, plus any subsequent service with JPMorgan Chase since that date that is recognized by the 2002 and 2005 JPMorgan Chase Plans.

Under the 1999 Morgan Cash Balance Plan, you received pay credits equal to 5% of your monthly base salary, subject to certain plan and legal limits (if eligible). On January 1, 2002, a new pay credit schedule under the 2002 JPMorgan Chase Plan took effect.

As a 2001 Morgan participant, you received the greater of 5% pay credits or the applicable pay credit percentage under the 2002 JPMorgan Chase Plan pay credit schedule. Please see "Pay Credits" for more information on the pay credits under the 2005 JPMorgan Chase Plan.

During 2002 and 2003, a 2001 Morgan participant received additional transition pay credits of up to 3% (as shown in the following chart). However, 2001 Morgan participants with the title of Managing Director and those participants whose incentive compensation for the 2000 performance year was $150,000 or more, were not eligible to receive transition credits.

Please Note: Effective January 1, 2004, no further transition credits were allocated to 2001 Morgan participants.

Here are some additional provisions that may affect your eligibility for the transition provisions described earlier.

As a 2001 Morgan participant, three minimum benefits may apply:

Each of these minimum benefits will be compared to your cash balance benefit under the 2005 JPMorgan Chase Plan at the time you elect to receive payment. If one of the minimum benefits exceeds your cash balance benefit, you will receive that minimum benefit. With respect to individuals who accrued a final average pay benefit through December 31, 2003, this benefit may exceed the cash balance benefit if such individual becomes eligible for early retirement benefits through continued employment at JPMorgan Chase. Please see below for the impact of interest rates.

Please Note: In determining the value of a minimum benefit, the plan uses your age at the date of distribution and the annual conversion interest rate in effect on that date to determine the lump-sum value of any annuity benefit. The interest rate can significantly impact the lump-sum value of an annuity. If the conversion interest rate is low, then the lump-sum value will be relatively high. If the conversion interest rate is high, then the lump-sum value will be relatively low. The conversion interest rate changes each year. Therefore, it is possible that, under certain circumstances, your minimum benefit will be higher than your cash balance account.

Keep in mind that the amount shown on your account statement and on My Rewards @ Work reflects only the benefit earned under the cash balance formula and does not take into account this minimum benefit. However, projections prepared through accessHR will reflect the greater of your cash balance formula or your benefit provided under the final average pay formula.

Under the 1999 Morgan Cash Balance Plan, if you were earning a benefit under the final average pay formula provided by the Morgan Retirement Plan in effect on December 31, 1998, you were eligible to continue to accrue a benefit under that formula until the earlier of your termination of employment or December 31, 2003.

The amount of your accrued benefit under the 1999 Morgan final average pay formula was determined by a calculation that took into account your age, salary, credited service, and Social Security Covered Compensation, all of which were frozen as of December 31, 2003, or your termination of employment, if earlier.

Please Note: Your service with JPMorgan Chase after December 31, 2003, as well as your age, will count toward eligibility for an early retirement benefit under the final average pay formula.

To see how this formula works, you need to understand these terms:

If you are receiving a benefit under the Long-Term Disability (LTD) Plan, your credited service will continue until your actual retirement or your LTD benefits terminate, whichever occurs first.

Your benefit under the Morgan final average pay formula is generally payable at age 65. However, you can elect to receive your benefit at an earlier date. Depending on your age and years of credited service when you leave JPMorgan Chase, your early retirement benefit under that formula may be reduced, as summarized in the following chart:

If you do not meet the criteria in Categories 1 to 3, you can begin receiving a vested benefit at any age after terminating employment subject to an actuarial reduction.

Please see "Final Average Pay Formula" for the definition of "Credited Service."

Payment options for your benefit calculated under the Morgan final average pay formula are the same as those available under the 2002 and 2005 JPMorgan Chase Plans. (See "Optional Payment Forms" for a description of these payment options.) Keep in mind that all forms of payment will be compared with your applicable benefit under the cash balance plan formula and the Morgan final average pay formula, and you will receive the greater of the two amounts.

If you have a benefit under the Morgan final average pay formula and you die before your benefits commence, your beneficiary is entitled to your vested benefits as described below: