Benefit Equalization Plan

EXHIBIT 10.14


BENEFIT EQUALIZATION PLAN OF
THE CHASE MANHATTAN CORPORATION AND CERTAIN SUBSIDIARIES


PURPOSE.


This Plan is a pension plan designed to provide supplemental retirement benefits to a select group of management or highly compensated employees who were previously covered by retirement plans of Chemical Banking Corporation and Manufacturers Hanover Corporation. This Plan shall be unfunded and shall not be subject to Parts 2, 3 or 4 of Title 1 of the Employee Retirement Income Security Act of 1974 ("ERISA"), as amended from time to time.


ARTICLE I. DEFINITIONS.


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


"Accrued Benefit" shall mean the amount calculated pursuant to Section 3.1(a) as of any determination date, as if the Participant had terminated employment on such date. It shall not include actuarial factors, payment dates, form of payment and other optional benefits hereunder.


"Administrator" shall mean the individual holding the title Director Human Resources of the Corporation or the Bank, or any successor title.


"Bank" shall mean The Chase Manhattan Bank, or any successor thereto, whether by merger, consolidation, purchase of substantially all its assets, or otherwise.
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"Board" shall mean the Board of Directors of the Corporation; provided that any action taken by the Compensation and Benefits Committee of the Board (including any action pursuant to Article 6.1) shall be considered an action of the Board for purposes of this Plan.


"Cause" shall mean either (i) any violation of the Code of Conduct of the Corporation, including, but not limited to, an act or acts of personal dishonesty resulting or intended to result in the personal enrichment of the Participant to the detriment of his/her Employer and gross negligence or willful misconduct in the performance of the Participant's duties, or (ii) the issuance of an order by a United States or State bank regulatory authority, removing the Participant from office pursuant to a disciplinary proceeding based on the actions of the Participant.


"Committee" shall mean the Compensation and Benefits Committee of the Board.


"Corporation" shall mean The Chase Manhattan Corporation or any successor thereto, whether by merger, consolidation, purchase of substantially all its assets, or otherwise.


"Disability Plan" shall mean the Long-Term Disability Plan of The Chase Manhattan and Certain Affiliated Companies or any successor plan.


"Disabled" or "Disability" shall mean a condition resulting in the receipt of benefits by a Participant under the Disability Plan.


"Early Retirement" shall mean a termination of employment of an Eligible Employee with an Employer or any Subsidiary on or after attaining age 55 and with a Period of Service of at least 10 years. Notwithstanding the foregoing, "Early Retirement" shall also mean a termination of employment of an Eligible Employee with an Employer or any Subsidiary if such Eligible Employee is entitled to retiree medical benefits under the Bank's Retiree Medical Plan by virtue of his/her actual age and actual years of service and not by virtue of any contractual obligation of his/her Employer or any Subsidiary.
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"Effective Date" shall mean August 1, 1995.


"Eligible Employee" shall mean an individual who is a salaried employee of an Employer and who by written act of the Committee is designated as eligible for benefits under this Plan.


"Employer" shall mean the Corporation or any Subsidiary which is designated by the Administrator as an Employer.


"Excess Retirement Plan" shall mean the Excess Retirement Plan of The Chase Manhattan Corporation and Certain Subsidiaries, including any obligation to a Participant under the former Executive Cash Plan of Chemical Banking Corporation and Certain Subsidiaries.


"Executive Cash Plan for Retirement" shall mean the Executive Cash Plan for Retirement of The Chemical Banking Corporation and Certain Subsidiaries, the obligations of which became part of the Excess Retirement Plan.


"Executive Retirement Plan" shall mean the Executive Retirement Plan of The Chase Manhattan Corporation and Certain Subsidiaries..


"Final Average Salary" shall mean, as of any determination date, the average annual Salary received by a Participant from an Employer during a Period of Service consisting of any 60 consecutive month period within a 120 consecutive month period immediately preceding a Retirement Date which will produce the highest annual average salary.


"Normal Retirement" shall mean termination of employment of a Participant with an Employer or any Subsidiary on or after attaining age 60 with a Period of Service of at least 10 years.


"Participant" shall mean each Eligible Employee of the Employer who is eligible to participate under Section 2.1.
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"Period of Service" shall have the meaning ascribed thereto by the Retirement Plan; provided that a Period of Service shall exclude service prior to the date of acquisition with respect to an entity acquired by an Employer after January 1, 1995, unless the Administrator specifies to the contrary.


"Plan" shall mean the Benefit Equalization Plan of The Chase Manhattan Corporation and Certain Subsidiaries.


"Retirement Date" shall mean Early or Normal Retirement or any date thereafter.


"Retirement Plan" shall mean the Retirement Plan of The Chase Manhattan Bank and Certain Affiliated Companies, or its successor plan.


"Salary" shall mean the regular base rate of pay of a Participant from an Employer for services rendered. Further, "Salary" does not include salary advances, bonus, incentive compensation, severance, deferred compensation, payments under this Plan or any other employee benefit plan (other than a wage continuation plan as a result of a short-term disability), accrued vacation paid in a lump sum on termination of employment, or any other kind of extra or additional remuneration.


"Split Dollar Plan" shall mean the Permanent Life Insurance Plan of Manufacturers Hanover Trust Company.


"Subsidiary" shall mean an entity in which an Employer owns directly, or indirectly, fifty percent or more of the outstanding voting common stock or, if not a corporation, fifty percent or more of the voting power of such entity.


"Surviving Spouse" shall have the meaning ascribed under the Retirement Plan upon the death of a Participant.
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ARTICLE II. PARTICIPATION.


2.1 Participation. ...