Common use of Benefits Following the Closing Date Clause in Contracts

Benefits Following the Closing Date. Effective as of the Closing Date, JPM shall provide the Transferred Banking Employees with the same employee benefit plans and programs as those that are provided to similarly situated employees of JPM (both by job classification or status and by geographic location). For purposes of determining (i) eligibility to participate in and vesting under any employee benefit plan of JPM or its Affiliates, (ii) the banking privileges and perquisites applicable to the Transferred Banking Employees and (iii) retirement eligibility under any JPM plan providing for the grant of equity awards, and for benefit accrual purposes only for vacation, sickness benefits and severance benefits (if any), each Transferred Banking Employee shall be credited with the years of service he or she has been credited with under the comparable Banking Employee Plans; provided that such service shall not be recognized for purposes of (i) grandfathering, benefit accruals and/or level of pay credits under any JPM defined benefit retirement plan and (ii) retiree medical benefits (but it shall be recognized for access only retiree medical). JPM shall (i) waive any preexisting conditions and waiting periods under the welfare benefit plans of JPM that provide healthcare benefits in which the Transferred Banking Employees are eligible to participate to the same extent that such conditions and waiting periods were waived under the comparable Banking Employee Plan, and (ii) subject to BNY providing JPM with the applicable information with respect to each Transferred Banking Employee in a form that JPM determines is administratively feasible to take into account under its plans, cause such plans (other than HMOs) to honor any expenses incurred by such Banking Employees and their eligible dependents under Banking Employee Plans that are healthcare benefit plans during the portion of the calendar year in which they become employees of JPM for purposes of satisfying applicable deductible, co-insurance, maximum out-of-pocket, and similar expenses, to the same extent that such expenses were recognized under the comparable Banking Employee Plan.

Benefits Following the Closing Date. Effective as of the Closing Date, JPM Purchaser shall provide the Transferred Banking Business Employees with the same broad-based employee benefit plans and programs as that are substantially comparable to those that are provided to similarly situated employees of JPM (both by job classification or status and by geographic location)Purchaser, as in effect from time to time. For purposes of determining (i) eligibility to participate in and vesting under any employee benefit plan of JPM Purchaser or its Affiliates, (ii) the banking privileges and perquisites applicable to the Transferred Banking Employees Business Employees, if applicable, and (iii) retirement eligibility under any JPM Purchaser plan providing for the grant of equity awards, and for benefit accrual purposes only for vacation, sickness paid time off, severance benefits and severance benefits (if any)level of pay credits under a cash balance plan, in each case, as applicable, each Transferred Banking Business Employee shall be credited with the years of service he or she has been credited with under the comparable Banking Employee Plans; provided that such service shall not be recognized (i) to the extent such recognition would result in a duplication of benefits for the same period of service, (ii) for purposes of (i) grandfathering, grandfathering and/or benefit accruals and/or level of pay credits under any JPM Purchaser defined benefit retirement plan and (iiiii) for purposes of retiree medical benefits (but it shall be recognized for access access-only retiree medical, if applicable). JPM Purchaser shall (i) waive any preexisting conditions and waiting periods under the welfare benefit plans of JPM Purchaser that provide healthcare benefits in which the Transferred Banking Business Employees are eligible to participate to the same extent that such conditions and waiting periods were waived under the comparable Banking Employee Plan, and (ii) subject to BNY Sellers providing JPM Purchaser with the applicable information with respect to each Transferred Banking Business Employee in a form that JPM Purchaser determines is administratively feasible to take into account under its plans, cause such plans (other than HMOs) to honor any expenses incurred by such Banking Transferred Business Employees and their eligible dependents under Banking Employee Plans that are healthcare benefit plans during the portion of the calendar year in which they become employees of JPM Transferred Business Employees for purposes of satisfying applicable deductible, co-insurance, maximum out-of-pocket, and similar expenses, to the same extent that such expenses were recognized under the comparable Banking Employee Plan. Purchaser shall not provide any payment or incentive to any Transferred Business Employee to induce such employee to elect continued participation in any Seller healthcare benefit plan.

Benefits Following the Closing Date. Effective as of the Closing Date, JPM Purchaser shall provide the Transferred Banking Business Employees with the same employee benefit plans and programs as those that are provided to similarly situated employees of JPM Purchaser (both by job classification or status and by geographic location). For purposes of determining (i) eligibility to participate in and vesting under applicable employee benefit plans of Purchaser or its Affiliates (other than under any employee benefit plan of JPM stock ownership or its Affiliatesoption plan), (ii) the banking privileges and perquisites applicable to the Transferred Banking Employees and Business Employees, (iii) retirement eligibility under any JPM Purchaser plan providing for the grant of equity awards, and (iv) for benefit accrual purposes only for vacation, sickness benefits paid time off and severance benefits benefits, and (if any)v) and level of pay credits under a cash balance plan, in each case, as applicable, each Transferred Banking Business Employee shall be credited with the years of service he or she has been credited with under the comparable Banking Employee Plans; provided that such service shall not be recognized for purposes of (ix) grandfathering, grandfathering and/or benefit accruals and/or level of pay credits under any JPM Purchaser defined benefit retirement plan and plan, (iiy) retiree medical benefits (but it shall be recognized for access access-only retiree medical), if applicable) or (z) any employee stock ownership or option plan. JPM Purchaser shall (i) waive deem satisfied any preexisting conditions and waiting periods under the welfare benefit plans of JPM Purchaser that provide healthcare benefits in which the Transferred Banking Business Employees are eligible to participate to the same extent that such conditions and waiting periods were waived satisfied under the comparable Banking Employee Plan, Plan and (iiy) subject to BNY the HSBC Sellers providing JPM Purchaser with the applicable information with respect to each Transferred Banking Business Employee in a form that JPM Purchaser determines is administratively feasible to take into account under its plans, cause such plans (other than HMOs) to honor any expenses incurred by such Banking Transferred Business Employees and their eligible dependents under Banking Employee Plans that are healthcare benefit plans during the portion of the calendar year in which they become employees of JPM Transferred Business Employees for purposes of satisfying applicable deductible, co-insurance, maximum out-of-pocket, and similar expenses, to the same extent that such expenses were recognized under the comparable Banking Employee Plan. Purchaser shall not provide any payment or incentive to any Transferred Business Employee to induce such employee to elect continued participation in any healthcare benefit plan of the HSBC Sellers.

Benefits Following the Closing Date. (a) Effective as of the Closing Date, JPM Buyer shall provide provide, or cause to be provided, the Transferred Banking Employees with the same employee benefit plans broad-based Employee Benefit Plans and programs as those that are no less favorable, in the aggregate, than those Employee Benefit Plans and programs provided by Seller to similarly situated employees of JPM the Transferred Employees immediately prior to the Closing Date (both by job classification or status and by geographic locationcollectively, the “Buyer Employee Benefit Plans”). For purposes of determining (i) vesting and eligibility to participate in any applicable Buyer Employee Benefit Plan in which a Transferred Employee will be entitled to participate on and vesting under any employee benefit plan of JPM or its Affiliates, after the Closing Date (ii) the banking privileges and perquisites applicable to the Transferred Banking Employees and (iii) retirement eligibility under any JPM plan providing but not for the grant purposes of equity awards, benefit accrual under applicable pension or retirement benefit plans) and for benefit accrual purposes only for vacation, sickness benefits vacation paid-time off and severance benefits (if any)under any applicable Buyer Employee Benefit Plan, each Transferred Banking Employee shall be credited with the years of service he or she has been credited with under the comparable Banking Employee PlansBenefit Plans of Seller or its Affiliates to the extent confirmed by Buyer (through payroll or plan records); provided that such service shall not be recognized to the extent such recognition would result in a duplication of benefits for purposes the same period of service. Buyer shall use commercially reasonable efforts to permit Buyer’s tax-qualified employee defined contribution plan(s) maintained in the United States to accept rollover contributions of “eligible rollover distributions” (iwithin the meaning of Section 402(c)(4) grandfathering, benefit accruals and/or level of pay credits under any JPM defined benefit retirement plan and (ii) retiree medical benefits (but it shall be recognized for access only retiree medicalthe Code). JPM In addition, Buyer shall (i) waive waive, or cause to be waived, any preexisting conditions condition exclusions and waiting periods under the any Buyer Employee Benefit Plan which is an “employee welfare benefit plans plan” (within the meaning of JPM Section 3(1) of ERISA) that provide healthcare provides health care benefits in which the Transferred Banking Employees are eligible to participate to the same extent that such conditions condition exclusions and waiting periods were waived under the comparable Banking Employee PlanBenefit Plan of Seller or its Affiliates, and (ii) subject to BNY Sellers providing JPM Buyer with the applicable information with respect to each Transferred Banking Employee in a form that JPM Buyer determines is administratively feasible to take into account under its plans, cause such plans (other than HMOs) to honor any expenses incurred by such Banking Transferred Employees and their eligible dependents under Banking Employee Benefit Plans of Seller or its Affiliates that are healthcare health care benefit plans during the portion of the calendar year in which they become employees of JPM Transferred Employees for purposes of satisfying applicable deductible, co-insurance, maximum out-of-pocket, and similar expenses, to the same extent that such expenses were recognized under the comparable Banking Employee PlanBenefit Plans of Seller or its Affiliates. Buyer shall not provide any payment or incentive to any Transferred Employee to induce such employee to elect continued participation in any health care benefit plan of Seller or its Affiliates.

Benefits Following the Closing Date. Effective Subject to Applicable Law, effective as of the Closing Date, JPM BNY shall provide the Transferred Banking Corporate Trust Employees with the same employee benefit plans and programs as those that are provided to similarly situated employees of JPM BNY (both by job classification or status and by geographic location). For purposes of determining (i) eligibility to participate in and vesting under any employee benefit plan of JPM BNY or its Affiliates, (ii) the banking privileges and perquisites applicable to the Transferred Banking Corporate Trust Employees and (iii) retirement eligibility under any JPM BNY plan providing for the grant of equity awardsawards , and for benefit accrual purposes only for vacation, sickness benefits and severance benefits (if any), each Transferred Banking Corporate Trust Employee shall be credited with the years of service he or she has been credited with under the comparable Banking Corporate Trust Employee PlansPlan; provided that such service shall not be recognized for purposes of (i) grandfathering, benefit accruals and/or level of pay credits under any JPM BNY defined benefit retirement plan and or (ii) retiree medical benefits (but it shall be recognized for access only retiree medical)benefits. JPM BNY shall (i) waive any preexisting conditions and waiting periods under the welfare benefit plans of JPM BNY that provide healthcare benefits in which the Transferred Banking Corporate Trust Employees are eligible to participate to the same extent that such conditions and waiting periods were waived under the comparable Banking Corporate Trust Employee Plan, and (ii) subject to JPM providing BNY providing JPM with the applicable information with respect to each Transferred Banking Corporate Trust Employee in a form that JPM BNY determines is administratively feasible to take into account under its plans, cause such plans (other than HMOs) to honor any expenses incurred by such Banking Corporate Trust Employees and their eligible dependents under Banking Corporate Trust Employee Plans that are healthcare benefit plans during the portion of the calendar year in which they become employees of JPM BNY for purposes of satisfying applicable deductible, co-insurance, maximum out-of-pocket, and similar expenses, to the same extent that such expenses were recognized under the comparable Banking Corporate Trust Employee Plan. Notwithstanding the foregoing, with respect to Transferred Corporate Trust Employees providing services outside of the United States, to the extent more favorable or otherwise required by Applicable Law, the provision of benefits following the Closing Date and credited service shall be in accordance with Applicable Law and in all other respects their employment relationship shall take effect on and from the Closing Date as if it were originally made between each such employee and BNY.

Benefits Following the Closing Date. Effective as of the Closing Date, JPM Purchaser shall provide the Transferred Banking Center Employees with the same employee benefit plans and programs as those that are provided to similarly situated employees of JPM Purchaser (both by job classification or status and by geographic location). For purposes of determining (i) eligibility to participate in and vesting under applicable employee benefit plans of Purchaser or its Affiliates (other than under any employee benefit plan of JPM stock ownership or its Affiliatesoption plan), (ii) the banking privileges and perquisites applicable to the Transferred Banking Employees and Center Employees, (iii) retirement eligibility under any JPM Purchaser plan providing for the grant of equity awards, and (iv) for benefit accrual purposes only for vacationpaid time-off (including vacation time, sickness benefits personal time and sick time) and, if applicable, severance benefits benefits, (if any)v) the level of pay credits under a cash balance plan, in each case, as applicable, each Transferred Banking Center Employee shall be credited with the years of service he or she has been credited with under the any comparable Banking Employee Plans; provided that such service shall not be recognized for purposes of (ix) grandfathering, grandfathering and/or benefit accruals and/or level of pay credits under any JPM Purchaser defined benefit retirement plan and plan, (iiy) retiree medical benefits (but it shall be recognized for access access-only retiree medical), if applicable) or (z) any employee stock ownership or option plan. JPM Purchaser shall (i) waive deem satisfied any preexisting conditions and waiting periods under the welfare benefit plans of JPM Purchaser that provide healthcare benefits in which the Transferred Banking Center Employees are eligible to participate to the same extent that such conditions and waiting periods were waived satisfied under the a comparable Banking Employee Plan, Plan and (iiy) subject to BNY Seller providing JPM Purchaser with the applicable information with respect to each Transferred Banking Center Employee in a form that JPM Purchaser determines is administratively feasible to take into account under its plans, cause such plans (other than HMOs) to honor any expenses incurred by such Transferred Banking Center Employees and their eligible dependents under Banking comparable Employee Plans that are healthcare benefit plans during the portion of the calendar year in which they become employees of JPM Transferred Banking Center Employees for purposes of satisfying applicable deductible, co-insurance, maximum out-of-pocket, and similar expenses, to the same extent that such expenses were recognized under the comparable Banking Employee Plan.. Purchaser shall not provide any payment or incentive to any Transferred Banking Center Employee to induce such employee to elect continued participation in any healthcare benefit plan of Seller

Benefits Following the Closing Date. Effective Subject to Applicable Law, effective as of the Closing Date, JPM BNY shall provide the Transferred Banking Corporate Trust Employees with the same employee benefit plans and programs as those that are provided to similarly situated employees of JPM BNY (both by job classification or status and by geographic location). For purposes of determining (i) eligibility to participate in and vesting under any employee benefit plan of JPM BNY or its Affiliates, (ii) the banking privileges and perquisites applicable to the Transferred Banking 134 Corporate Trust Employees and (iii) retirement eligibility under any JPM BNY plan providing for the grant of equity awardsawards , and for benefit accrual purposes only for vacation, sickness benefits and severance benefits (if any), each Transferred Banking Corporate Trust Employee shall be credited with the years of service he or she has been credited with under the comparable Banking Corporate Trust Employee PlansPlan; provided that such service shall not be recognized for purposes of (i) grandfathering, benefit accruals and/or level of pay credits under any JPM BNY defined benefit retirement plan and or (ii) retiree medical benefits (but it shall be recognized for access only retiree medical)benefits. JPM BNY shall (i) waive any preexisting conditions and waiting periods under the welfare benefit plans of JPM BNY that provide healthcare benefits in which the Transferred Banking Corporate Trust Employees are eligible to participate to the same extent that such conditions and waiting periods were waived under the comparable Banking Corporate Trust Employee Plan, and (ii) subject to JPM providing BNY providing JPM with the applicable information with respect to each Transferred Banking Corporate Trust Employee in a form that JPM BNY determines is administratively feasible to take into account under its plans, cause such plans (other than HMOs) to honor any expenses incurred by such Banking Corporate Trust Employees and their eligible dependents under Banking Corporate Trust Employee Plans that are healthcare benefit plans during the portion of the calendar year in which they become employees of JPM BNY for purposes of satisfying applicable deductible, co-insurance, maximum out-of-pocket, and similar expenses, to the same extent that such expenses were recognized under the comparable Banking Corporate Trust Employee Plan. Notwithstanding the foregoing, with respect to Transferred Corporate Trust Employees providing services outside of the United States, to the extent more favorable or otherwise required by Applicable Law, the provision of benefits following the Closing Date and credited service shall be in accordance with Applicable Law and in all other respects their employment relationship shall take effect on and from the Closing Date as if it were originally made between each such employee and BNY.

Benefits Following the Closing Date. Effective as of the Closing Date, JPM Purchaser shall provide the Transferred Banking Business Employees with the same employee benefit plans and programs as those that are provided to similarly situated employees of JPM Purchaser (both by job classification or status and by geographic location), provided that, notwithstanding the provisions of this Section 9.1(c) or the provisions of Section 9.1(a) (with respect to Purchaser’s obligations to make Comparable Job Offers), Purchaser shall not be required to provide benefits under any defined benefit pension plan unless and until a defined benefit pension plan is offered to similarly situated employees of Purchaser or, in the case of a defined benefit pension plan that is closed to new participants, such closed plan is opened to additional participants and generally available to similarly situated employees of Purchaser. For purposes of determining (i) eligibility to participate in and vesting under applicable employee benefit plans of Purchaser or its Affiliates (other than under any employee benefit plan of JPM stock ownership or its Affiliatesoption plan), (ii) the banking privileges and perquisites applicable to the Transferred Banking Employees and Business Employees, (iii) retirement eligibility under any JPM Purchaser plan providing for the grant of equity awards, and (iv) for benefit accrual purposes only for vacationpaid time-off (including vacation time, sickness personal time and sick time) and, if applicable, severance benefits and severance benefits (if any)v) the level of pay credits under a cash balance plan, in each case, as applicable, each Transferred Banking Business Employee shall be credited with the years of service he or she has been credited with under the any comparable Banking Employee Plans; provided that such service shall not be recognized for purposes of (ix) grandfathering, grandfathering and/or benefit accruals and/or level of pay credits under any JPM Purchaser defined benefit retirement plan and plan, (iiy) retiree medical benefits (but it shall be recognized for access access-only retiree medical), if applicable) or (z) any employee stock ownership or option plan. JPM Purchaser shall (i) waive deem satisfied any preexisting conditions and waiting periods under the welfare benefit plans of JPM Purchaser that provide healthcare benefits in which the Transferred Banking Business Employees are eligible to participate to the same extent that such conditions and waiting periods were waived satisfied under the a comparable Banking Employee Plan, Plan and (iiy) subject to BNY the HSBC Sellers providing JPM Purchaser with the applicable information with respect to each Transferred Banking Business Employee in a form that JPM Purchaser determines is administratively feasible to take into account under its plans, cause such plans (other than HMOs) to honor any expenses incurred by such Banking Transferred Business Employees and their eligible dependents under Banking comparable Employee Plans that are healthcare benefit plans during the portion of the calendar year in which they become employees of JPM Transferred Business Employees for purposes of satisfying applicable deductible, co-insurance, maximum out-of-pocket, and similar expenses, to the same extent that such expenses were recognized under the comparable Banking Employee Plan. Purchaser shall not provide any payment or incentive to any Transferred Business Employee to induce such employee to elect continued participation in any healthcare benefit plan of the HSBC Sellers.

Benefits Following the Closing Date. Effective as From the Closing Date through at least the end of the calendar year in which the Closing DateDate occurs, JPM Purchaser shall provide the Transferred Banking Operations Employees with the same employee benefit plans and programs that are, in the aggregate, at least as favorable as those that are provided to similarly situated employees of JPM (both by job classification or status and by geographic location)Purchaser. For purposes of determining (i) eligibility to participate in and vesting under any employee benefit plan of JPM Purchaser or its Affiliates, (ii) the banking privileges and perquisites applicable to the Transferred Banking Operations Employees and (iii) retirement eligibility under any JPM plan providing for the grant of equity awards, and for benefit accrual purposes purposes, only for vacation, sickness benefits paid time off and severance benefits (if any)benefits, in each case, as applicable, each Transferred Banking Operations Employee shall be credited with the years of service he or she has been credited with under the comparable Banking Employee Plans; provided that such service shall not be recognized credited to the extent such service credit would result in a duplication of benefits for purposes the same period of service. Purchaser shall use commercially reasonable efforts (iA) grandfathering, benefit accruals and/or level of pay credits under any JPM defined benefit retirement plan and (ii) retiree medical benefits (but it shall be recognized for access only retiree medical). JPM shall (i) to waive any preexisting conditions and waiting periods under the welfare benefit plans of JPM that provide healthcare benefits Purchaser in which the Transferred Banking Operations Employees are eligible to participate to the same extent that such conditions and waiting periods were waived under the comparable Banking Employee Plan, and (iiB) subject to BNY providing JPM with the applicable information with respect to each Transferred Banking Employee in a form that JPM determines is administratively feasible to take into account under its plans, cause such plans (other than HMOs) to honor any expenses incurred by such Banking Transferred Operations Employees and their eligible dependents under Banking Employee Plans that are healthcare welfare benefit plans during the portion of the calendar year in which they become employees of JPM Transferred Operations Employees for purposes of satisfying applicable deductible, co-insurance, maximum out-of-pocket, and similar expenses, to the same extent that such expenses were recognized under the comparable Banking Employee Plan.

Benefits Following the Closing Date. Effective as of the Closing Date, JPM shall provide the Transferred Banking Employees with the same employee benefit plans and programs as those that are provided to similarly situated employees of JPM (both by job classification or status and by geographic location). For purposes of determining (i) eligibility to participate in and vesting under any employee benefit plan of JPM or its Affiliates, (ii) the banking privileges and perquisites applicable to the Transferred Banking Employees and (iii) retirement eligibility under any JPM plan providing for the grant of equity awards, and for benefit accrual purposes only for vacation, sickness benefits and severance benefits (if any), each Transferred Banking Employee shall be credited with the years of service he or she has been credited with under the comparable Banking Employee Plans; provided PROVIDED that such service shall not be recognized for purposes of (i) grandfathering, benefit accruals and/or level of pay credits under any JPM defined benefit retirement plan and (ii) retiree medical benefits (but it shall be recognized for access only retiree medical). JPM shall (i) waive any preexisting conditions and waiting periods under the welfare benefit plans of JPM that provide healthcare benefits in which the Transferred Banking Employees are eligible to participate to the same extent that such conditions and waiting periods were waived under the comparable Banking Employee Plan, and (ii) subject to BNY providing JPM with the applicable information with respect to each Transferred Banking Employee in a form that JPM determines is administratively feasible to take into account under its plans, cause such plans (other than HMOs) to honor any expenses incurred by such Banking Employees and their eligible dependents under Banking Employee Plans that are healthcare benefit plans during the portion of the calendar year in which they become employees of JPM for purposes of satisfying applicable deductible, co-insurance, maximum out-of-pocket, and similar expenses, to the same extent that such expenses were recognized under the comparable Banking Employee Plan.

Benefits Following the Closing Date. Effective as of the Closing Date, JPM Purchaser shall provide the Transferred Banking Business Employees with the same employee benefit plans and programs as those that are provided to similarly situated employees of JPM Purchaser (both by job classification or status and by geographic location). For purposes of determining (i) eligibility to participate in and vesting under applicable employee benefit plans of Purchaser or its Affiliates (other than under any employee benefit plan of JPM stock ownership or its Affiliatesstock award plan), (ii) the banking privileges and perquisites applicable to the Transferred Banking Employees and Business Employees, (iii) retirement eligibility under any JPM Purchaser plan providing for the grant of equity awards, and (iv) for benefit accrual purposes only for vacation, sickness benefits paid time off and severance benefits and (if any)v) and level of pay credits under a cash balance plan, in each case, as applicable, each Transferred Banking Business Employee shall be credited with the years of service he or she has been credited with under the comparable Banking Employee Plans; provided that such service shall not be recognized for purposes of (iw) grandfatheringPurchaser’s holiday bonus plan, (x) grandfathering and/or benefit accruals and/or level of pay credits under any JPM Purchaser defined benefit retirement plan and plan, (iiy) retiree medical benefits benefits, if any (but it shall be recognized for access access-only retiree medical), if applicable) or (z) any employee stock ownership or stock award plan or equity incentive plan. JPM Purchaser shall (i1) waive deem satisfied any preexisting Table of Contents conditions and waiting periods under the welfare benefit plans of JPM Purchaser that provide healthcare medical benefits in which the Transferred Banking Business Employees are eligible to participate to the same extent that such conditions and waiting periods were waived satisfied under the comparable Banking Employee Plan, ; and (ii2) subject to BNY Seller providing JPM Purchaser with the applicable information with respect to each Transferred Banking Employee in a form that JPM determines is administratively feasible to take into account under its plansBusiness Employee, cause such plans (other than HMOs) to honor any deductible expenses incurred by such Banking Transferred Business Employees and their eligible dependents under Banking Employee Plans that are healthcare medical benefit plans during the portion of the calendar year in which they become employees of JPM Transferred Business Employees for purposes of satisfying applicable deductible, co-insurance, deductibles and maximum out-of-pocket, and similar expenses, pocket expenses (including deductibles) to the same extent that such expenses were recognized under the comparable Banking Employee Plan. Purchaser shall not provide any payment or incentive to any Transferred Business Employee to induce such employee to elect continued participation in any medical benefit plan of Seller.

Benefits Following the Closing Date. Effective as of the Closing Date, JPM Purchaser shall provide the Transferred Banking Center Employees with the same employee benefit plans and programs as those that are provided to similarly situated employees of JPM Purchaser (both by job classification or status and by geographic location). For purposes of determining (i) eligibility to participate in and vesting under applicable employee benefit plans of Purchaser or its Affiliates (other than under any employee benefit plan of JPM stock ownership or its Affiliatesoption plan), (ii) the banking privileges and perquisites applicable to the Transferred Banking Employees and Center Employees, (iii) retirement eligibility under any JPM Purchaser plan providing for the grant of equity awards, and for (iv) benefit accrual purposes only for vacation, sickness benefits paid time off and severance benefits (if any)benefits, each Transferred Banking Center Employee shall be credited with the years of service he or she has been credited with under the comparable Banking Employee Plans; provided that such service shall not be recognized for purposes of (ix) grandfathering, grandfathering and/or benefit accruals and/or level of pay credits under any JPM Purchaser defined benefit retirement plan and plan, (iiy) retiree medical benefits (but it shall be recognized for access access-only retiree medical), if applicable) or (z) any employee stock ownership or option plan. JPM Purchaser shall (i) waive deem satisfied any preexisting conditions and waiting periods under the welfare benefit plans of JPM Purchaser that provide healthcare benefits in which the Transferred Banking Center Employees are eligible to participate to the same extent that such conditions and waiting periods were waived satisfied under the comparable Banking Employee Plan, Plan and (iiy) subject to BNY Seller providing JPM Purchaser with the applicable information with respect to each Transferred Banking Center Employee in a form that JPM Purchaser determines is administratively feasible to take into account under its plans, cause such plans (other than HMOs) to honor any expenses incurred by such Transferred Banking Center Employees and their eligible dependents under Banking Employee Plans that are healthcare benefit plans during the portion of the calendar year in which they become employees of JPM Transferred Banking Center Employees for purposes of satisfying applicable deductible, co-insurance, maximum out-of-pocket, and similar expenses, to the same extent that such expenses were recognized under the comparable Banking Employee Plan. Purchaser shall not provide any payment or incentive to any Transferred Banking Center Employee to induce such employee to elect continued participation in any healthcare benefit plan of Seller.

Benefits Following the Closing Date. Effective Subject to Applicable Law, effective as of the Closing Date, JPM BNY shall provide the Transferred Banking Corporate Trust Employees with the same employee benefit plans and programs as those that are provided to similarly situated employees of JPM BNY (both by job classification or status and by geographic location). For purposes of determining (i) eligibility to participate in and vesting under any employee benefit plan of JPM BNY or its Affiliates, (ii) the banking privileges and perquisites applicable to the Transferred Banking Corporate Trust Employees and (iii) retirement eligibility under any JPM BNY plan providing for the grant of equity awardsawards , and for benefit accrual purposes only for vacation, sickness benefits and severance benefits (if any), each Transferred Banking Corporate Trust Employee shall be credited with the years of service he or she has been credited with under the comparable Banking Corporate Trust Employee PlansPlan; provided PROVIDED that such service shall not be recognized for purposes of (i) grandfathering, benefit accruals and/or level of pay credits under any JPM BNY defined benefit retirement plan and or (ii) retiree medical benefits (but it shall be recognized for access only retiree medical)benefits. JPM BNY shall (i) waive any preexisting conditions and waiting periods under the welfare benefit plans of JPM BNY that provide healthcare benefits in which the Transferred Banking Corporate Trust Employees are eligible to participate to the same extent that such conditions and waiting periods were waived under the comparable Banking Corporate Trust Employee Plan, and (ii) subject to JPM providing BNY providing JPM with the applicable information with respect to each Transferred Banking Corporate Trust Employee in a form that JPM BNY determines is administratively feasible to take into account under its plans, cause such plans (other than HMOs) to honor any expenses incurred by such Banking Corporate Trust Employees and their eligible dependents under Banking Corporate Trust Employee Plans that are healthcare benefit plans during the portion of the calendar year in which they become employees of JPM BNY for purposes of satisfying applicable deductible, co-insurance, maximum out-of-pocket, and similar expenses, to the same extent that such expenses were recognized under the comparable Banking Corporate Trust Employee Plan. Notwithstanding the foregoing, with respect to Transferred Corporate Trust Employees providing services outside of the United States, to the extent more favorable or otherwise required by Applicable Law, the provision of benefits following the Closing Date and credited service shall be in accordance with Applicable Law and in all other respects their employment relationship shall take effect on and from the Closing Date as if it were originally made between each such employee and BNY.

Benefits Following the Closing Date. Effective as of the Closing Date, JPM shall provide the Transferred Banking Employees with the same shall be provided employee benefit plans and programs as those benefits that are no less favorable than those provided to similarly situated employees of JPM Purchaser working in Ohio branches, except as otherwise specifically provided herein. From and after the Closing Date, Purchaser shall provide each Transferred Employee with credit for such Transferred Employee’s period of service with Seller (both including any service credited from predecessors by job classification merger or status acquisition to Seller) towards the calculation of eligibility, commencement of benefits and by geographic locationvesting for such purposes as vacation and other approved leave policies, severance and other benefits and participation and vesting in Purchaser’s qualified retirement plans, as such plans may exist (but, except with respect to severance and for vacation and other approved leave policies, not for purposes of benefit accruals). For purposes of determining (i) Each Transferred Employee who satisfies the eligibility requirements to participate in and vesting under any employee benefit plan the medical, dental, or other welfare plans of JPM or its AffiliatesPurchaser, (ii) the banking privileges and perquisites applicable to the Transferred Banking Employees and (iii) retirement eligibility under any JPM plan providing for the grant of equity awardsas such plans may exist, and for benefit accrual purposes only for vacation, sickness benefits and severance benefits (if any), each Transferred Banking Employee shall be credited with the years of service he or she has been credited with under the comparable Banking Employee Plans; provided that such service shall not be recognized for purposes of (i) grandfathering, benefit accruals and/or level of pay credits under any JPM defined benefit retirement plan and (ii) retiree medical benefits (but it shall be recognized for access only retiree medical). JPM shall (i) waive any preexisting conditions and waiting periods under the welfare benefit plans of JPM that provide healthcare benefits in which the Transferred Banking Employees are eligible to participate to in such plans on and after the same extent that such conditions and waiting periods were waived under the comparable Banking Employee PlanClosing Date, and (ii) subject to BNY providing JPM with the applicable information any pre-existing conditions provisions of such plans shall be waived with respect to each any such Transferred Banking Employee in Employees; provided, however, that if Purchaser’s applicable health or disability insurance policy or plan has a form that JPM determines pre-existing condition limitation and a Transferred Employee’s condition is administratively feasible to take into account being excluded as a pre-existing condition under its plans, cause such plans (other than HMOs) to honor any expenses incurred by such Banking Employees and their eligible dependents under Banking Employee Plans that are healthcare benefit plans during the portion Seller’s applicable plan as of the calendar year Closing Date, Purchaser may treat such condition as a pre-existing condition for any remaining period that such condition would have been treated as a pre-existing condition under Seller’s plan. Beginning January 1, 2011, Transferred Employees who are 21 years old or older may participate in which they become employees of JPM for purposes of satisfying applicable deductiblethe Purchaser’s employee stock ownership plan (the “ESOP”); provided, co-insurancehowever, maximum out-of-pocket, and similar expenses, that a Transferred Employee shall receive no service credit in relation to the same extent that such expenses were recognized under the comparable Banking Employee PlanESOP for time employed by Seller or any predecessor of Seller.