JPMorgan Chase &Co. Excess Retirement Plan Restated and Amended

Exhibit 10.7

JPMorgan Chase &Co.
Excess Retirement Plan
Restated and Amended as of December 31, 2008

PREAMBLE

     The purpose of this Plan is to provide an alternate means of paying benefits precluded by operation of law to certain designated executives and employees participating in the JPMorgan Chase Retirement Plan (“Retirement Plan”). The Plan is a non-qualified, unfunded deferred compensation arrangement. It is not subject to Section 401 of the Internal Revenue Code (“Code”). Further it is, generally, not subject to the Employee Retirement Income Security Act.

     Effective December 31, 2004, liabilities accrued under the Bank One Corporation Supplemental Personal Pension Account Plan (“Supplemental Plan”) were transferred to this Plan and became subject to this Plan’s rules, except as otherwise noted. Participants in the Supplemental Plan who made valid distributions election prior to January 1, 2005 or prior to January 1, 2009 (if they had not incurred a Separation from Service prior to January 1, 2009), with respect to their entire Accrued Benefit that take effect on a Separation from Service shall have those election honored, notwithstanding anything in the Plan to the contrary.

     The Plan has been interpreted and operated in good faith compliance with Section 409A and Internal Revenue Service Notice 2005-1 through December 31, 2008. The plan for the period of January 1, 2005 through December 31, 2008 consists of various employee communications, election and distribution forms, internal procedures and the plan document prior to its amendment and restatement to the extent not inconsistent with the foregoing documents and a good faith interpretation Section 409A.

     Effective December 31, 2008, this Plan has been amended to reflect changes in tax laws as mandated by Section 409A of the Code. It shall be interpreted in such a manner as to comply with Section 409A.

     The terms and conditions of this Plan prior to its amendment, as well as the Supplemental Plan, shall continue to apply to vested amounts accrued prior to January 1, 2005 with respect to Participants whose employment terminated prior to January 1, 2005 and who accrued no further benefits under the Plan on or after January 1, 2005 (other than interest credits on outstanding balances).

ARTICLE 1
DEFINITIONS

     The following are defined terms wherever they appear in the Plan:

     1.1 “Account’’ shall have the meaning ascribed thereto under Section 3.1.

     1.2 “Administrator’’ shall mean the individual appointed by Board who shall be responsible for those functions assigned to him under the Plan.

     1.3 “Alternate Benefit” shall have the meaning ascribed thereto under the Retirement Plan.

     1.4 “Bank’’ shall mean JPMorgan Chase Bank National Association.

     1.5 “Beneficiary” shall have the meaning ascribed thereto under the Retirement Plan.

     1.6 “Board’’ shall mean the Board of Directors of the Bank or of the Corporation; provided that any action taken by a duly authorized committee of the Board (including any action pursuant to Article VII) within the scope of authority delegated to it by the Board shall be considered an action of the Board for purposes of this Plan.

     1.7 “Code’’ shall mean the Internal Revenue Code of 1986.

     1.8 “Committee’’ shall mean the Compensation and Management Development Committee of the Board or successor committee.

     1.9 “Compensation Limit’’ shall mean the dollar limitation imposed by Section 401(a)(17) of the Code on the amount of Eligible Compensation taken into account in computing benefits under the Retirement Plan. By way of clarification, it shall not have any application to the benefit accrued by Grandfathered Morgan Participant under the Retirement Plan whose Retirement Benefit shall be subject to a Compensation Limit of $150,000.

     1.14 “Corporation” shall mean JPMorgan Chase & Co.

     1.15 “Credit Balance” shall have the meaning ascribed thereto under the Retirement Plan.

     1.16 “Deferred Compensation Program” shall mean the 2005 Deferred Compensation Plan of JPMorgan Chase & Co.

     1.17 “Eligible Compensation” shall have the meaning ascribed thereto by the Retirement Plan; provided that for purposes of this Plan, such Eligible Compensation in any calendar year shall be not more than $1 million; provided further that Eligible Compensation based on draw, commissions in excess of draw or production overrides shall be further limited to the (i) Compensation Limit for any calendar year, or (ii) in the case of Employees assigned to the Chase Home Finance division or successor business unit, 50% of the Compensation Limit for any calendar year.

     1.18 “Employee’’ shall mean an individual who is an employee of an Employer and a participant accruing benefits under the Retirement Plan. By way of clarification, individuals who are not classified as employees of an Employer for purposes of its payroll system, including, without limitation, individuals employed by temporary help firms or other staffing firms or who are treated as independent contractors by the Employer (whether or not deemed to be common law employees or leased employees), are not “Employees.” In addition, in the event that any individual is re-classified as an employee for any purpose by any action of any third party or as a result of any lawsuit, action or administrative proceeding, such individual shall not be deemed an “Employee” under the Plan.

     1.19 “Employer’’ shall have the meaning ascribed thereto under the Retirement Plan.

     1.20 “Final Average Pay Formula” shall mean a formula (other than a cash balance formula or the Alternate Benefit formula) under the Retirement Plan.

     1.21 “Final Pay Benefit” shall mean a participant’s Retirement Benefit derived from a Final Average Pay Formula pursuant to which a participant in the Retirement Plan was accruing a benefit immediately prior to his/her Separation from Service.

     1.22 “Grandfathered Chase Participant” shall have the meaning ascribed thereto under the Retirement Plan.

     1.23 “Grandfathered Morgan Participant” shall have the meaning ascribed thereto under the Retirement Plan.

     1.24 “Heritage Morgan Cash Balance Plan” shall mean the Cash Balance Plan of Morgan Guaranty Trust Company of New York and Affiliated Companies for United States Employees as in effect immediately prior to its merger into the Retirement Plan.

     1.25 “Interest Credit” shall have the meaning ascribed thereto under the Retirement Plan.

     1.26 “Minimum Benefit” shall mean a Retirement Benefit derived from a Final Average Pay Formula that was frozen. By way of clarification, this is a formula under which a Participant had accrued benefits but was no longer actively accruing benefits immediately prior to the date of his/her Separation from Service, provided that it shall not include the Morgan Benefit or a frozen benefit based on an interest rate or actuarial factors.

     1.27 “Morgan Benefit” shall mean a frozen benefit payable under the Retirement Plan to individuals who became Employees of Participant Companies after January 1, 2001 which benefit was derived from a Final Average Pay formula utilized by the Retirement Plan of Morgan Guaranty Trust Company of New York and Affiliated Companies for United States Employees.

     1.29 “Morgan Employee” shall mean any individual employed by any member of the controlled group of corporations having J.P. Morgan & Co as the parent corporation.

     1.30 “Participant’’ shall mean each Employee of an Employer who participates in the Plan in accordance with the terms and conditions set forth herein.

     1.31 “Participating Company” shall mean (a) the Bank and (b) each Employer, which has been authorized by the Administrator to participate in the Plan and has agreed to comply with the provisions of the Plan.

     1.32 “Pay-Based Credit” shall have the meaning ascribed thereto under the Retirement Plan; provided that it shall not include the special 3% pay credit provided to certain Morgan Employees under the Retirement Plan.

     1.33 “Period of Service’’ shall have the meaning ascribed thereto under the Retirement Plan.

     1.34 “Plan’’ shall mean the JPMorgan Chase Excess Retirement Plan, as amended and restated January 1, 2005.

     1.35 “Prior Morgan Plan” shall mean the Retirement Plan of Morgan Guaranty Trust Company of New York and Affiliated Companies for United States Employees

     1.36 “Qualified Participant” means a participant who (i) incurred a Separation from Service on or after January 1, 2005 and on or before December 31, 2005 and (ii) accrued a benefit hereunder on or after January 1, 2005.

     1.37 “Retirement Benefits” shall mean the Credit Balance of the Account of a Participant under the Retirement Plan, or such other greater benefit that may be payable to the Participant under the Retirement Plan, such as the Alternative Benefit, Minimum Benefits, Morgan Benefit Final Average Pay Benefit, either case measured as of the Participant’s date of Separation from Service.

     1.38 “Retirement Plan’’ shall mean the JPMorgan Chase Retirement Plan, as amended from time to time.

     1.39 “Separation from Service” has the meaning set forth in the JPMorgan Chase 2005 Deferred Compensation Plan, including the definition of Related Company.

     1.40 “Specified Employee” has the meaning set forth in the JPMorgan Chase 2005 Deferred Compensation Plan.

     1.41 “Supplemental Plan” shall mean the Supplemental Personal Pension Account Plan of Bank One Corporation.

     1.42 “Transition Interest Credit” shall have the meaning ascribed thereto by the Retirement Plan.

Article II
Participation

     2.1 Eligibility for Credit Balance . Any Employee whose Eligible Compensation exceeds the Compensation Limit during any calendar year in which he or she is a participant in the Retirement Plan shall be a Participant as of such date with respect to the benefits described in Article III.

     2.2 Section 415 Limits . If, as of the date that an Employee incurs a Separation from Service, an Employee’s distribution of Retirement Benefits would be subject to the limitations of Section 415 of the Code (whether or not a distribution of such benefits was made on such date), such Employee, if not already a Participant, shall be a Participant as of the date of such distribution and shall be eligible for the benefits described in Section 3.5.

Article III
Benefits

     3.1 Pay-Based Credits . (a) Each Participant described in Section 2.1 whose Eligible Com