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

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

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

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

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

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