X0303 4 2009-01-20 0000019617 J P MORGAN CHASE & CO JPM 0001346629 Bisignano Frank JPMORGAN CHASE & CO. 270 PARK AVENUE NEW YORK NY 10017-2070 1 Chief Administrative Officer Restricted Stock Units 0 2009-01-20 4 A 0 102644 0 A 2012-01-25 Common Stock 102644 102644 D Stock Appreciation Rights 19.49 2009-01-20 4 A 0 200000 0 A 2019-01-20 Common Stock 200000 200000 D Each restricted stock unit represents a contingent right to receive one share of JPMC common stock. Restricted stock units vest 50% on January 25, 2011 and 50% on January 25, 2012. Stock Appreciation Rights, which have a ten-year term, become exercisable in five equal annual installments beginning January 20, 2010. Shares resulting from exercise must be held at least 5 years from the grant date. All awards are subject to the Company's bonus recoupment policies, which include: (i) recoupment in the event of a material restatement of the Company's financial results; (ii) forfeiture of unvested awards and recoupment of certain vested awards if an employee is terminated for cause, which may include violation of the Company's Code of Conduct or other Company polices; (iii) for members of the Company's Operating Committee, although it is intended and expected that the awards would vest and/or become exercisable as scheduled, the terms and conditions of the awards allow for reduction, forfeiture or deferral in scheduled vesting or exercisability in the event of a determination by the CEO, as part of the Company's annual performance assessment process, based on the CEO's assessment of the performance of the executive and the Company (which may include more than one performance year), that an executive has not achieved satisfactory progress toward the executive's priorities or that the Company has not achieved satisfactory progress toward the Company's priorities for which the executive shares responsibility as a member of the Operating Committee. Such determination is subject to ratification by the Compensation and Management Development Committee; and (iv) for members of the Company's Operating Committee who are also subject to the clawback provisions of the U.S. Treasury's Capital Purchase program, such clawback policies. /s/ Anthony Horan under POA 2009-01-22