This Appendix D applies to active participants in the Bank One Corporation Personal Pension Account Plan ("Bank One Plan") on December 31, 2004 who became active participants in the JPMorgan Chase Retirement Plan ("2005 JPMorgan Chase Plan") on January 1, 2005.

For purposes of Appendix D, "active participant" means you were receiving pay and interest credits or were on an authorized unpaid leave of absence as of December 31, 2004. The term "Bank One participant" will be used in place of "active participant."

Section 1 of Appendix D explains how your participation in the Bank One Plan may affect your 2005 JPMorgan Chase Plan benefit, including:

Sections 2, 3, 4, 5, and 6 of Appendix D describe the special rules that may be applicable to you if you participated in one or more of the following heritage plans:

Effective December 31, 2004, the Bank One Plan merged into the 2005 JPMorgan Chase Plan. Your account balance under the Bank One Plan continued in the 2005 JPMorgan Chase Plan as of that date.

Generally, you became vested in your accrued benefit under the Bank One Plan after completing five years of vesting service. However, if you were an active Bank One participant on July 1, 2004, you became fully vested in your Bank One Plan account balance, and subsequently in your 2005 JPMorgan Chase Plan account balance.

Generally, total service under the 2005 JPMorgan Chase Plan is used to determine when you become vested. However, as a Bank One participant, total service includes only prior vesting service that was recognized under the Bank One Plan, plus subsequent service recognized under the 2005 JPMorgan Chase Plan. For example, if you had a break in service that began prior to being vested and the break exceeded five years, then such service prior to the break would not be part of total service. However, if your employment terminated before January 1, 2005 and you are re-employed on or after January 1, 2005, total service will include all prior Bank One service — even if it would not have been recognized by the Bank One Plan for vesting purposes. These rules apply solely with respect to cash balance benefits only.

Pay credit service under the 2005 JPMorgan Chase Plan is based on "cumulative service" (as defined under "Important Terms"), and is based on your pay credit service in the Bank One Plan as of December 31, 2004 plus any subsequent cumulative service recognized under the 2005 JPMorgan Chase Plan since that date.

For service completed after 1999 with Bank One, you received a year of pay credit service for each year, starting with your current employment date and each anniversary date thereafter, and are otherwise eligible to participate. Your Bank One Plan pay credit service ends when your employment terminates.

Service completed prior to December 31, 1999 will count toward pay credit service, but only to the extent that it was counted in determining the amount of your pension benefits in the Banc One, First USA, or First Chicago NBD pension plans as of December 31, 1999 (depending on the plan, it may include or exclude the first one year of eligibility service), as appropriate.

If you were receiving long-term disability (LTD) benefits under the Bank One Disability Plan as of June 30, 2005 and had at least five years of vesting service at the time of your disability, your account continues to receive pay credits under the schedule shown in "Pay Credits" and, if applicable, the supplemental credits described under "Section 4: Banc One Participants as of January 1, 1998" or the transition credits described under "Section 6: First Commerce Participants as of January 1, 1999", based on your benefits pay at the time you became disabled. Your pay credit percentage will not be fixed as of the date of disability but instead shall increase during the period of disability. Such pay credits, and interest credits, shall cease when disability benefits end or you elect a distribution.

If you became disabled prior to July 1, 2005 and had less than five years of vesting service at the time of your disability, your pay credits under the Bank One Plan ceased until such time that you recovered and returned to active work (even if you otherwise became vested). You continue to receive vesting service and interest credits while you receive disability benefits.

Section 2 of Appendix D applies if you were a Bank One participant, as defined in Section 1, and as of December 31, 1996:

A Bank One participant who met the above criteria is referred to as a "Grandfathered FCC participant."

Please see "Important Terms" for the definitions of relevant terms applicable to the FCC Pension Plan.

As a Grandfathered FCC participant, you are eligible to continue to accrue a benefit under the final average pay formula described below, which has continued in the 2005 JPMorgan Chase Plan. Your accrued benefit under that formula takes into account Credited Compensation and Credited Service, including service with, and compensation from, First Chicago NBD, Bank One and JPMorgan Chase.

At the time you elect a distribution following your termination of employment, you will receive the greater of:

The remaining portions of this section of this Appendix refer to benefits accrued under the final average pay formula.

Please Note: 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 accrued benefit.

As a Grandfathered FCC participant, if your employment with JPMorgan Chase terminates on or following your Normal Retirement Date, you will have accrued an annual benefit payable for life under the following formula:

Please note that, following termination of your employment, failure to elect your annual benefit under the FCC Pension Plan, if this benefit is greater than your 2005 JPMorgan Chase Plan benefit, can result in an economic loss to you.

Please see "Impact of Age and Interest Rates When Determining Your Benefits" for important information on your benefit.

As a Grandfathered FCC participant, if your employment with JPMorgan Chase terminates on or following your Early Retirement Date but prior to your Normal Retirement Date, you are entitled to elect an unreduced benefit at age 60 based on the formula under the above heading "Normal Retirement." If you elect to commence your benefit between age 55 and 60, it is reduced by .55% for each month it commences prior to age 60.

Please note that, following termination of your employment, failure to elect your annual benefit under the FCC Pension Plan, if this benefit is greater than your 2005 JPMorgan Chase Plan benefit at age 60, can result in an economic loss to you as you are entitled to an unreduced benefit at age 60 under the FCC final average pay formula.

As a Grandfathered FCC participant, if your employment with JPMorgan Chase terminates prior to your having achieved your Early Retirement Date, you are entitled to have benefits payable at age 60 based on the formula under the heading "Normal Retirement." If you commence your benefit prior to age 60, it is reduced by actuarially equivalent factors as set forth in the 2005 JPMorgan Chase Plan. However, if you have completed 15 years of vesting service at termination of employment, your benefit may commence between age 55 and 60 reduced by .55% for each month it commences prior to age 60 (and then using actuarial equivalent factors from age 55).

Please note that, following termination of your employment, failure to elect your annual benefit under the FCC Pension Plan, if this benefit is greater than your 2005 JPMorgan Chase Plan benefit, at age 60 can result in an economic loss to you.

In the event of your death prior to commencing benefits, if you are married and a Grandfathered FCC participant, your account balance under the 2005 JPMorgan Chase Plan will be compared to the value of the survivor portion of a 50% joint and survivor annuity benefit calculated under the formula described earlier. If you are not married at the time of your death, then your beneficiary will generally receive your 2005 JPMorgan Chase Plan account balance only.

Benefits for certain Grandfathered FCC participants of some merged company plans may be calculated differently than that set forth above. Please call the accessHR Contact Center for further information.

However, you are in all circumstances entitled to receive under the 2005 JPMorgan Chase Plan, a benefit at least equal to the accrued benefits to which you were entitled as the date of the plan merger of the FCC Pension Plan with the plan in which you may have participated.

Payment options for the benefits calculated under the final average pay formula described earlier are generally the same as those available under the 2005 JPMorgan Chase Plan. (Please see "Payment Options" for a description of the payment options.)

In addition to the current options under the plan, you may elect Life and Period Certain Options. These Options guarantee that your benefits will be paid in a manner that provides the equivalent of 60, 120, or 240 monthly payments to you and your beneficiary, even if you should die during the period selected. If you are married, your spouse must be your beneficiary under this option. If you die within the guarantee period and are married, your spouse will continue to receive the same monthly benefit you were receiving for the balance of the guarantee period. After the guarantee period ends, your spouse will receive a lifetime benefit equal to 50% of your original accrued benefit. If you die within the guarantee period and are not married, your beneficiary will receive the actuarial equivalent of the remaining number of payments in a lump sum.

Section 3 of Appendix D applies if you were a Bank One participant, as defined in Section 1, and, as of December 31, 1996:

A Bank One participant who meets the above criteria is referred to as a "Grandfathered NBD participant."

Please see "Important Terms" for definitions of relevant terms applicable to the NBD Retirement Plan.

As a Grandfathered NBD participant, you are eligible to continue to accrue a benefit under the two final average pay formulas described below, which have continued in the 2005 JPMorgan Chase Plan. Your accrued benefits under those formulas take into account your salary and Basic Credited Service, including service with and salary from First Chicago NBD, Bank One, and JPMorgan Chase. At the time you elect a distribution following your termination of employment, you will receive the greater of:

The remaining portions of this section of this Appendix refer to benefits accrued under the final average pay formula.

Please Note: 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 accrued benefit.

As a Grandfathered NBD participant, if your employment with JPMorgan Chase terminates on or following your Normal Retirement Date, you will have accrued a benefit under one of the following final average pay formulas. The greater of:

In addition to the larger of the two benefits provided by the formulas above, you may be entitled to a contributory allowance. Prior to November 1, 1989, employees were permitted to make voluntary contributions of 2% of their base salary through payroll deductions. If you previously made these voluntary contributions, your monthly benefits will be increased to reflect these contributions. Generally, your monthly benefit will be increased by an amount equal to:

Please Note: Following termination of your employment, failure to elect your annual benefit under the NBD Retirement Plan, if this benefit is greater than your 2005 JPMorgan Chase Plan benefit, can result in an economic loss to you.

Please see "Impact of Age and Interest Rates When You Defer Payment" for important information on your benefit.

As a Grandfathered NBD participant, if your employment with JPMorgan Chase terminates on or following your Early Retirement Date but prior to your Normal Retirement Date, your annual Early Retirement benefit is the greater of the benefit under the 1.6% Formula or Minimum Formula, adjusted as follows:

If the 1.6% Formula provides the greater benefit, the Early Retirement Benefit (as defined above) under that formula will be paid until you reach age 62. After age 62, you will receive the Net Benefit (as defined above) under the 1.6% Formula.

The greater of the two benefits can commence as early as age 55.

Please Note: Following termination of your employment, failure to elect your annual benefit under the NBD Retirement Plan, if this benefit is greater than your 2005 JPMorgan Chase Plan benefit, can result in an economic loss to you.

Please see "Impact of Age and Interest Rates When You Defer Payment" for important information on your benefit.

As a Grandfathered NBD participant, if your employment with JPMorgan Chase terminates prior to having achieved your Early Retirement Date, you will have accrued benefits under each of the final average pay formulas described earlier. In each case, your accrued benefit is calculated assuming that you had worked to age 65 with an annual compensation rate equal to your compensation level as of the date your employment terminated. Your deferred vested benefit is the greater of these benefits, adjusted as follows:

Please Note: Following termination of your employment, failure to elect your annual benefit under the NBD Retirement Plan, if this benefit is greater than your 2005 JPMorgan Chase Plan benefit, can result in an economic loss to you.

Please see "Impact of Age and Interest Rates When You Defer Payment" below for important information on your benefit.

If you are married, a Grandfathered NBD participant who is married and dies while actively employed by JPMorgan Chase prior to commencing benefits under this plan, your surviving spouse is entitled to the greater of your 2005 JPMorgan Chase Plan account balance or the value of the greatest of the following benefits:

The spousal death benefit is a benefit that is equal to 20% of your annual rate of compensation on the date of your death, payable for five years. Following the five annual payments of this amount, your surviving spouse is entitled to receive the 50% Joint and Survivor annuity benefit described in the first bullet point above.

The prior NBD plan benefit applies only if you were a member (participant) of the NBD Plan prior to January 1, 1976. If you meet this additional criteria, the benefit payable to your surviving spouse will not be less than the amount payable under the prior NBD plan based on your annual rate of compensation determined as of January 1, 1976 and frozen as of that date.

If you are not married at the time of your death, your beneficiary will generally receive your 2005 JPMorgan Chase Plan account balance only.

Benefits for certain Grandfathered NBD participants of some merged company plans may be calculated differently than that set forth above. Please call the accessHR Contact Center for further information.

However, you are in all circumstances entitled to receive under the 2005 JPMorgan Chase Plan, a benefit at least equal to the accrued benefits to which you were entitled as of the date of the plan merger of the NBD Retirement Plan with the plan in which you may have participated.

Payment options for the benefit calculated under the NBD Retirement Plan final average pay formula are the same as those available under the 2005 JPMorgan Chase Plan. (Please see "Payment Options" for a description of the payment options.)

Average Final Compensation. The average of your Compensation (as defined below) in the highest five of the last 10 calendar years of employment.

Basic Credited Service. Service as an eligible employee covered by the NBD Plan, subsequent service with First Chicago NBD and Bank One, and now service with JPMorgan Chase. Service prior to age 18 is not part of Basic Credited Service. Generally, Basic Credited Service was not recognized if your employment terminated with less than five years of service and you were not rehired within five years.

Compensation. Base salary, overtime, shift differentials, bonuses (i.e., annual cash incentive awards, whether or not deferred), and commissions (including awards under cash sales or performance plans, commission plans, and production incentive plans).

Frozen Offset. The amount determined as of December 31, 1996 that was designed to take into account part of your Social Security benefit.

Normal Retirement Date. Age 65.

Early Retirement Date. The date of termination of employment following the date that you complete five years of service and attain age 55.

Section 4 of Appendix D applies if you were a Bank One participant, as defined in Section 1, and, as of January 1, 1998, you were:

A Bank One participant who meets the above criteria is referred to as a "Banc One Supplemental Credit participant."

As a Banc One Supplemental Credit participant, your account balance under the 2005 JPMorgan Chase Plan will accrue supplemental pay credits, based on a percentage of benefits pay as set forth below, until such time that you terminate employment or the plan is amended:

The level of supplemental pay-based credits under the above schedule was fixed as of January 1, 1998 and does not increase. Credited Service is defined below.

As a Banc One Supplemental Credit participant, your eligibility for the supplemental credits described above ends when your employment with JPMorgan Chase terminates and, in most cases, your eligibility for such credits will not be reinstated even if you are subsequently rehired. However, effective January 1, 2005, if your employment terminated on or after January 1, 2005 because of an eligible termination (see "Important Terms") and you are subsequently rehired within 12 months, you will once again be considered a Banc One Supplemental Credit participant and eligible for the supplemental credits described above.

"Credited Service" means the period of employment used to determine the amount of benefits (accumulated). Credited Service is measured in years and fractions of years to completed months (a partial month is counted as a completed month). The maximum number of years for which Credited Service is granted is thirty-five (35) years. A participant is granted Credited Service for his or her period of eligible employment.

"Vesting Service" means the period of employment used to determine the nonforfeitable portion of a participant's accrued benefit, as determined pursuant to Section 1.49 of the Banc One Cash Plan.

Section 5 of this Appendix D applies if you participated in the Retirement Plan for Employees of the Valley National Bank of Arizona ("Valley National Bank Plan"), and became a participant in the Banc One Corporation Retirement Plan ("Banc One Retirement Plan") as of January 1, 1994.

A Banc One participant who meets the above criteria is referred to as a "Grandfathered Valley National participant."

As a Grandfathered Valley National participant, at the time you elect a distribution following your termination of employment, you will receive the greater of:

Please Note: 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.

If you participated in the Valley National Bank Plan as of March 14, 1984, benefits accrued through this date were annuitized with Prudential Insurance Company. You must contact Prudential Insurance Company directly to initiate payment of that annuity benefit. If your minimum final average pay benefit is the greater benefit, your minimum benefit will be reduced by amounts attributable to annuity contracts purchased from Prudential Insurance Company as of that date.

Please Note: 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.

Section 6 of Appendix D applies if you were a Bank One participant, as defined in Section 1, and, as of January 1, 1999, you were:

A Bank One participant who meets the above criteria is referred to as a "First Commerce Transition Credit participant."

As a First Commerce Transition Credit participant, your account balance under the 2005 JPMorgan Chase Plan will accrue supplemental pay credits based on a percentage of benefits pay as set forth below, until such time that you terminate employment or the plan is amended:

The level of transition pay-based credits under the above schedule was fixed as of January 1, 1999 and does not increase.

As a First Commerce Transition Credit participant, your eligibility for the transition credits described above ends when your employment with JPMorgan Chase terminates and, in most cases, your eligibility for such credits will not be reinstated even if you are subsequently rehired. However, effective January 1, 2005, if your employment terminated on or after January 1, 2005 because of an eligible termination (see "Important Terms") and you are subsequently rehired within 12 months, you will once again be considered a First Commerce Transition Credit participant and eligible for the transition credits described above.