Common use of 2006 Annual Incentives for Pre-Closing Period Clause in Contracts

2006 Annual Incentives for Pre-Closing Period. BNY shall pay the Transferred Corporate Trust Employees, as a group, incentive bonuses with respect to the portion of the calendar year commencing on January 1, 2006 and ending on the Closing Date in an aggregate amount of at least the amount accrued in respect of annual bonuses for the Transferred Corporate Trust Employees as reflected on the Final Corporate Trust Closing Statement (the "CORPORATE TRUST PRE-CLOSING ANNUAL INCENTIVE BONUS POOL"). The allocation to individual Transferred Corporate Trust Employees of the Corporate Trust Pre-Closing Annual Incentive Bonus Pool shall be made by BNY consistent with BNY's past practice, taking into consideration JPM's past practice (and with respect to any allocation to a Transferred Corporate Trust Employee who is terminated prior to the BNY Payment Date shall reflect his or her contributions through the date of termination). The allocated bonus amounts from the Corporate Trust Pre-Closing Annual Incentive Bonus Pool shall be paid in cash to Transferred Corporate Trust Employees on the earlier of the date on which BNY pays annual bonuses to similarly situated employees of BNY and March 15, 2007 (the earlier date, referred to herein as the "BNY PAYMENT DATE"). If, after the Closing Date and prior to the BNY Payment Date, a Transferred Corporate Trust Employee's employment is terminated by BNY under circumstances entitling him or her to severance, any bonus amount allocated to such employee from the Corporate Trust Pre-Closing Annual Incentive Bonus Pool shall be paid by BNY to such employee on the BNY Payment Date. For purposes of the terms of the Comparable Job Offers to Corporate Trust Business Employees, BNY has relied upon the Final Corporate Trust Closing Statement including an accrual for the Corporate Trust Pre-Closing Annual Incentive Bonus Pool.

2006 Annual Incentives for Pre-Closing Period. BNY JPM shall pay the Transferred Corporate Trust Banking Employees, as a group, incentive bonuses with respect to the portion of the calendar year commencing on January 1, 2006 and ending on the Closing Date in an aggregate amount of at least the amount accrued in respect of annual bonuses for the Transferred Corporate Trust Banking Employees as reflected on the Final Corporate Trust Banking Closing Statement (the "CORPORATE TRUST BANKING PRE-CLOSING ANNUAL INCENTIVE BONUS POOL"). The allocation to individual Transferred Corporate Trust Banking Employees of the Corporate Trust Banking Pre-Closing Annual Incentive Bonus Pool shall be made by BNY JPM consistent with BNYJPM's past practice, taking into consideration JPMBNY's past practice (and with respect to any allocation to a Transferred Corporate Trust Banking Employee who is terminated prior to the BNY JPM Payment Date shall reflect his or her contributions through the date of termination). The allocated bonus amounts from the Corporate Trust Banking Pre-Closing Annual Incentive Bonus Pool shall be paid in cash to Transferred Corporate Trust Banking Employees on the earlier of the date on which BNY JPM pays annual bonuses to similarly situated employees of BNY JPM and March 15, 2007 (the earlier date, referred to herein as the "BNY JPM PAYMENT DATE"). If, after the Closing Date and prior to the BNY JPM Payment Date, a Transferred Corporate Trust Banking Employee's employment is terminated by BNY JPM under circumstances entitling him or her to severance, any bonus amount allocated to such employee from the Corporate Trust Banking Pre-Closing Annual Incentive Bonus Pool shall be paid by BNY JPM to such employee on the BNY JPM Payment Date. For purposes of the terms of the Comparable Job Offers to Corporate Trust Banking Business Employees, BNY JPM has relied upon the Final Corporate Trust Banking Closing Statement including an accrual for the Corporate Trust Banking Pre-Closing Annual Incentive Bonus Pool.

2006 Annual Incentives for Pre-Closing Period. BNY shall pay the Transferred Corporate Trust Employees, as a group, incentive bonuses with respect to the portion of the calendar year commencing on January 1, 2006 and ending on the Closing Date in an aggregate amount of at least the amount accrued in respect of annual bonuses for the Transferred Corporate Trust Employees as reflected on the Final Corporate Trust Closing Statement (the "CORPORATE TRUST PRECorporate Trust Pre-CLOSING ANNUAL INCENTIVE BONUS POOLClosing Annual Incentive Bonus Pool"). The allocation to individual Transferred Corporate Trust Employees of the Corporate Trust Pre-Closing Annual Incentive Bonus Pool shall be made by BNY consistent with BNY's past practice, taking into consideration JPM's past practice (and with respect to any allocation to a Transferred Corporate Trust Employee who is terminated prior to the BNY Payment Date shall reflect his or her contributions through the date of termination). The allocated bonus amounts from the Corporate Trust Pre-Closing Annual Incentive Bonus Pool shall be paid in cash to Transferred Corporate Trust Employees on the earlier of the date on which BNY pays annual bonuses to similarly situated employees of BNY and March 15, 2007 (the earlier date, referred to herein as the "BNY PAYMENT DATEPayment Date"). If, after the Closing Date and prior to the BNY Payment Date, a Transferred Corporate Trust Employee's employment is terminated by BNY under circumstances entitling him or her to severance, any bonus amount allocated to such employee from the Corporate Trust Pre-Closing Annual Incentive Bonus Pool shall be paid by BNY to such employee on the BNY Payment Date. For purposes of the terms of the Comparable Job Offers to Corporate Trust Business Employees, BNY has relied upon the Final Corporate Trust Closing Statement including an accrual for the Corporate Trust Pre-Closing Annual Incentive Bonus Pool.

2006 Annual Incentives for Pre-Closing Period. BNY JPM shall pay the Transferred Corporate Trust Banking Employees, as a group, incentive bonuses with respect to the portion of the calendar year commencing on January 1, 2006 and ending on the Closing Date in an aggregate amount of at least the amount accrued in respect of annual bonuses for the Transferred Corporate Trust Banking Employees as reflected on the Final Corporate Trust Banking Closing Statement (the "CORPORATE TRUST PRE“Banking Pre-CLOSING ANNUAL INCENTIVE BONUS POOL"Closing Annual Incentive Bonus Pool”). The allocation to individual Transferred Corporate Trust Banking Employees of the Corporate Trust Banking Pre-Closing Annual Incentive Bonus Pool shall be made by BNY JPM consistent with BNY's JPM’s past practice, taking into consideration JPM's BNY’s past practice (and with respect to any allocation to a Transferred Corporate Trust Banking Employee who is terminated prior to the BNY JPM Payment Date shall reflect his or her contributions through the date of termination). The allocated bonus amounts from the Corporate Trust Banking Pre-Closing Annual Incentive Bonus Pool shall be paid in cash to Transferred Corporate Trust Banking Employees on the earlier of the date on which BNY JPM pays annual bonuses to similarly situated employees of BNY JPM and March 15, 2007 (the earlier date, referred to herein as the "BNY PAYMENT DATE"“JPM Payment Date”). If, after the Closing Date and prior to the BNY JPM Payment Date, a Transferred Corporate Trust Banking Employee's ’s employment is terminated by BNY JPM under circumstances entitling him or her to severance, any bonus amount allocated to such employee from the Corporate Trust Banking Pre-Closing Annual Incentive Bonus Pool shall be paid by BNY JPM to such employee on the BNY JPM Payment Date. For purposes of the terms of the Comparable Job Offers to Corporate Trust Banking Business Employees, BNY JPM has relied upon the Final Corporate Trust Banking Closing Statement including an accrual for the Corporate Trust Banking Pre-Closing Annual Incentive Bonus Pool.

2006 Annual Incentives for Pre-Closing Period. BNY shall pay the Transferred Corporate Trust Employees, as a group, incentive bonuses with respect to the portion of the calendar year commencing on January 1, 2006 and ending on the Closing Date in an aggregate amount of at least the amount accrued in respect of annual bonuses for the Transferred Corporate Trust Employees as reflected on the Final Corporate Trust Closing Statement (the "CORPORATE TRUST PRE“Corporate Trust Pre-CLOSING ANNUAL INCENTIVE BONUS POOL"Closing Annual Incentive Bonus Pool”). The allocation to individual Transferred Corporate Trust Employees of the Corporate Trust Pre-Closing Annual Incentive Bonus Pool shall be made by BNY consistent with BNY's ’s past practice, taking into consideration JPM's ’s past practice (and with respect to any allocation to a Transferred Corporate Trust Employee who is terminated prior to the BNY Payment Date shall reflect his or her contributions through the date of termination). The allocated bonus amounts from the Corporate Trust Pre-Closing Annual Incentive Bonus Pool shall be paid in cash to Transferred Corporate Trust Employees on the earlier of the date on which BNY pays annual bonuses to similarly situated employees of BNY and March 15, 2007 (the earlier date, referred to herein as the "“BNY PAYMENT DATE"Payment Date”). If, after the Closing Date and prior to the BNY Payment Date, a Transferred Corporate Trust Employee's ’s employment is terminated by BNY under circumstances entitling him or her to severance, any bonus amount allocated to such employee from the Corporate Trust Pre-Closing Annual Incentive Bonus Pool shall be paid by BNY to such employee on the BNY Payment Date. For purposes of the terms of the Comparable Job Offers to Corporate Trust Business Employees, BNY has relied upon the Final Corporate Trust Closing Statement including an accrual for the Corporate Trust Pre-Closing Annual Incentive Bonus Pool.