Participating in the Employee Stock Purchase Plan

The general guidelines for participating in the Employee Stock Purchase Plan are described in this section. Bank of New York Mellon Shareowner Services (BNY Mellon) has been appointed the custodian and administrator of the plan by the Compensation and Management Development Committee of the Board of Directors of JPMorgan Chase.

Generally, your total annual cash compensation includes base salary plus applicable job differential pay (e.g., shift pay) as of each August 1, plus any cash earnings from any incentive plans (e.g., annual bonus, commissions, draws, overrides, and special recognition payments or incentives) that are paid to or deferred by you for the previous 12-month period ending each July 31. Overtime is not included. For most employees hired on or after August 1, total annual cash compensation will be equal to base salary plus applicable job differentials.

Please Note: Separate definitions may apply to employees in certain sales positions who are paid on a draw-and-commission basis. If this situation applies to you, you will be notified.

Your participation in the Employee Stock Purchase Plan is optional. Generally, for U.S. employees, you're eligible to participate if you are a full-time or part-time employee regularly scheduled to work 20 or more hours a week.

Eligible employees in commission-based compensation programs should refer to their Benefits Pay Notice that sets forth the amount, if any, of benefits pay recognized under the Employee Stock Purchase Plan. Employees earning total annual cash compensation of $250,000 or more are not eligible to participate in the Employee Stock Purchase Plan.

If you're employed by JPMorgan Chase or a designated subsidiary outside the United States, you are eligible to participate in the plan as long as the laws of the country in which you work allow for your participation.

In addition, an individual classified or employed in a work status other than as a common law salaried employee by his/her employer, such as an:

is not eligible to participate in the plan regardless of whether an administrative or judicial proceeding subsequently determines the individual to have instead been a common law salaried employee.

Please Note: Effective for plan years after 2006, if you earn total annual cash compensation of $250,000 or more you are not eligible to make contributions to the plan. Total cash compensation is measured as of August 1, 2007 and remains unchanged throughout the year. However, if you have previously participated in the Plan and have an ESPP at BNY Mellon, dividends on any shares in the ESPP account will continue to be used to purchase new shares of JPMorgan Chase common stock as long as you remain an active employee. See "Reinvestment of Dividends" for further information.

Under the Employee Stock Purchase Plan, "service" is defined as the period of your employment beginning on your first day actively at work for JPMorgan Chase or a designated subsidiary (even if the designated subsidiary was acquired during the plan year) and ending when your employment with JPMorgan Chase or a designated subsidiary ends. For purposes of eligibility, you must have been hired on or before September 30 of any calendar year to participate in the plan in the following year. You may make an election to participate only during an annual benefits enrollment period.

There's an annual benefits enrollment period for Employee Stock Purchase Plan participation. If you decide not to enroll when you're first eligible, you may enroll in any later year, but only during the annual benefits enrollment period. Mid-year enrollment is not allowed.

Participation in the Employee Stock Purchase Plan is optional.


If You:	What You Need to Do to Enroll:
Are an Employee	During an annual benefits enrollment period, you can make your election through the Benefits Web Center via My Rewards @ Work or via the Benefits Call Center. At the beginning of each enrollment period, you'll receive instructions on how to enroll. Employees outside the U.S. will enroll by contacting their local Benefits Administrator.
Are a Newly Hired Employee	If you will have completed 90 days of service as of December 31, you may enroll but only during an annual benefits enrollment period. Mid-year enrollment is not allowed.
Have a Change in Work Status	Mid-year enrollment is not allowed.

Please Note: By using the JPMorgan Chase Benefits Web Center via My Rewards @ Work or the Benefits Call Center, you are authorizing JPMorgan Chase to withhold the amount you specify in order to purchase shares under the plan. Your authorization to begin payroll deductions also constitutes your agreement that all purchases of common stock will be in accordance with the terms and conditions of the plan, as amended from time to time. (If you're employed outside the United States, signing the plan enrollment form constitutes your authorization for payroll deductions and your agreement to the terms and conditions of the plan.)

If you're not paid in U.S. dollars on the U.S. payroll system, your local payroll department will deduct the amount from your pay that's equal to your U.S. dollar-denominated contribution at current exchange rates. Your payroll department will then send the U.S. dollar funds to the plan administrator. You can change your contribution amount by contacting your local Benefits Administrator.

You decide how much to contribute to your Employee Stock Purchase Plan account (subject to a minimum and maximum contribution amount). All contributions are made with after-tax dollars, meaning that contributions are deducted from your pay after federal and, in most cases, state and local income taxes have been withheld. You can choose the contribution amount to be deducted each pay period in any amount between:

Payroll deductions will be effective with your first pay in January. However, a deduction cannot be taken and no purchase will be made in any pay period in which your net compensation after taxes and before-tax benefits deductions, for whatever reason, do not cover the deduction amount you've elected. A partial deduction cannot be taken.

The money you contribute is credited to your account and used to purchase stock on your behalf. (For more information on the process, please see "How Shares Are Purchased.") The cash in your account does not earn interest.

Besides these contribution limits, there's a maximum total number of shares that can be purchased by all plan participants in any year. (Please see "Maximum Shares.") In the event that you're affected by this limit, you'll be notified.

Once you're enrolled, you may increase or decrease your contributions — within plan limits — at any time. You make contribution changes via the Benefits Web Center on My Rewards @ Work or by contacting the Benefits Call Center. Any changes you request go into effect as soon as administratively possible after your request is processed.

You also may stop contributing to the plan at any time via the Benefits Web Center on My Rewards @ Work or by contacting the Benefits Call Center. Your contributions will stop as soon as administratively possible after your request is processed. If you stop contributing, your participation in the plan ends for the year. You may keep your account open; however, once your participation ends, you cannot resume participation unless you enroll during the next annual benefits enrollment period.

Dividends on shares held in your account will continue to be invested automatically at the 5% discount.

Certain participants may not be able to change contributions or sell their shares except during specified "window periods" pertaining to transactions involving JPMorgan Chase common stock. If you're affected by this provision, you'll be notified by your manager or the Office of the Secretary.

The Employee Stock Purchase Plan is designed to comply with all applicable laws and regulations. As a result, additional limits on contributions or stock ownership may apply. If additional limits are imposed that would affect your contributions, you'll be notified.

Ownership of stock entails rewards and risks. The rewards come in the form of dividends, and the potential for gains resulting from increases in the stock price from the time you purchase the stock. However, stocks do not always pay a dividend or increase in value. In that regard, the value of individual securities (such as JPMorgan Chase common stock) can fluctuate over time and be more volatile than the market as a whole, and can perform differently than the market as a whole. This volatility can be due to developments particular to the financial services industry or to JPMorgan Chase, as well as to economic, political, regulatory, and market developments.

It's a good idea to periodically reassess your plan participation. Think about your tolerance for risk, the amount of JPMorgan Chase stock you own, your current financial situation, and your future financial goals. Then consider whether your current contribution and stock ownership levels continue to meet your needs.