[CHEMICAL BANKING CORPORATION LOGO]
EXECUTIVE RETIREMENT PLAN OF
CHEMICAL BANKING CORPORATION AND CERTAIN SUBSIDIARIES
This Plan is a pension plan designed to provide supplemental retirement benefits to a select group of management
or highly compensated employees. 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:
"Accrual Amount" shall mean the amount which has been specified in writing, from time to time, by the
Administrator to the Participant pursuant to which his/her benefit will be based at termination of employment with
an Employer; provided that the Accrual Amount at the time specified by the Administrator shall not exceed the
amount specified by the Committee for the salary grade level of the Participant; provided, that if an individual
becomes eligible to participate after age 58 and declines to satisfy certain conditions with the consent of the
Administrator, the Administrator may take into consideration in specifying the Accrual Amount that such
conditions have not been satisfied.
"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 of Human Resources of the Corporation or the
Bank, or any successor title.
"Bank" shall mean Chemical Bank, or any successor thereto, whether by merger, consolidation, purchase of
substantially all its assets, or otherwise.
"Board" shall mean the Board of Directors of the Corporation; provided that any action taken by a duly
authorized committee of the Board (including any action pursuant to Article 6.1) within