<PAGE> 1
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) May 18, 1994
THE CHASE MANHATTAN CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-5945 13-2633613
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1 Chase Manhattan Plaza, 10081
New York, New York (Zip Code)
(Address of principal executive offices)
(212) 552-2222
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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<PAGE> 2
Item 5. Other Events
- - ------- ------------
On May 18, 1994, The Chase Manhattan Corporation
(the "Company") entered into an underwriting agreement
covering the issue and sale of $150,000,000 aggregate
principal amount of 8% Subordinated Notes Due 2004.
Said Notes were registered under the Securities Act of
1933 pursuant to the Company's shelf registration
statement (Registration Statement No. 33-58144).
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
- - ------- --------------------------------------------------------
(c) Exhibits
(1)(a) Underwriting Agreement, dated May 18, 1994, between the
Company and Donaldson, Lufkin & Jenrette Securities
Corporation.
(4)(kk) Form of global 8% Subordinated Note Due 2004.
(4)(ll) Form of definitive 8% Subordinated Note Due 2004.
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
THE CHASE MANHATTAN CORPORATION
-------------------------------
(Registrant)
By: /s/ Arjun K. Mathrani
-----------------------
Arjun K. Mathrani
Executive Vice President
and Treasurer
May 23, 1994
ACE022A4
<PAGE> 3
EXHIBIT INDEX
Exhibit Document
(1)(a) Underwriting Agreement, dated May 18, 1994, between the
Company and Donaldson, Lufkin & Jenrette Securities
Corporation.
(4)(kk) Form of global 8% Subordinated Note Due 2004.
(4)(ll) Form of definitive 8% Subordinated Note Due 2004.
ACE022A4
<PAGE> 1
UNDERWRITING AGREEMENT
May 18, 1994
THE CHASE MANHATTAN CORPORATION
1 Chase Manhattan Plaza
New York, New York 10081
Dear Sirs:
The undersigned (being herein called the "Underwriter")
understands that The Chase Manhattan Corporation, a Delaware
corporation (the "Company"), proposes to issue and sell
$150,000,000 aggregate principal amount of its 8% Subordinated
Notes Due 2004, constituting a series of Subordinated Debt
Securities (the "Offered Securities"). The Offered Securities will
be issued under the Amended and Restated Indenture, dated as of
September 1, 1993, between the Company and Chemical Bank, as
Trustee. The terms of the Offered Securities are set forth in the
Company's Registration Statement on Form S-3 (File No. 33-58144)
and the Basic Prospectus dated March 2, 1993 (as defined in the
Standard Provisions hereinafter referred to), as supplemented by a
Prospectus Supplement dated May 18, 1994.
All the provisions (including defined terms) contained in
the document entitled "The Chase Manhattan Corporation
Senior/Subordinated Debt Securities and Warrants Underwriting
Agreement Standard Provisions (February 1993)" (the "Standard
Provisions") attached hereto are incorporated by reference herein
in their entirety and shall be deemed to be part of this Agreement
to the same extent as if such provisions had been set forth in full
herein, except that:
(a) In accordance with Clause (e) of Paragraph 6 of the
Standard Provisions, the Underwriter hereby confirms that the
following statements with respect to the public offering of the
Offered Securities are correct and were the only information
furnished to the Company by or on behalf of the Underwriter for use
in the Registration Statement and the Prospectus:
(i) The first two sentences of the penultimate
paragraph of text on the cover page of the Prospectus
Supplement, concerning the terms of the offering by the
Underwriter;
<PAGE> 2
(ii) The first paragraph on page S-2 of the Prospectus
Supplement, concerning stabilization and over-allotment by the
Underwriter;
(iii) The second paragraph of text under the caption
"Underwriting" in the Prospectus Supplement, concerning the
terms of the offering by the Underwriter; and
(iv) The second sentence of the third paragraph of
text under the caption "Underwriting" in the Prospectus
Supplement, concerning the Underwriter's intention to make a
market in the securities.
The Delivery Date referred to in Paragraph 4 of the
Standard Provisions shall be 10:00 A.M., New York City time, on May
25, 1994. Subject to the terms and conditions set forth or
incorporated by reference herein, the Company hereby agrees to sell
and the Underwriter agrees to purchase $150,000,000 aggregate
principal amount of the Offered Securities at a purchase price of
98.851% of their principal amount, plus accrued interest on the
Offered Securities from May 15, 1994 to the Delivery Date.
The Underwriter will offer the Offered Securities for
sale upon the terms and conditions set forth in the Prospectus.
The Underwriter will pay for the Offered Securities at
the time and place and in the manner set forth in the Standard
Provisions.
<PAGE> 3
Please confirm your agreement by having an authorized
officer sign a copy of this Agreement in the space set forth below
and returning a signed copy to us.
Very truly yours,
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
By: /s/ T. Richard Kendrick, IV
---------------------------
Name: T. Richard Kendrick, IV
Title: Senior Vice President
Accepted:
THE CHASE MANHATTAN CORPORATION
By: /s/ E. Michel Kruse
--------------------------
Name: E. Michel Kruse
Title: Executive Vice President
and Chief Financial Officer
ACE022A1
<PAGE> 1
IF THIS NOTE IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST
COMPANY (THE "DEPOSITORY") (55 WATER STREET, NEW YORK, NEW YORK) OR
ITS NOMINEE, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF
THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE
DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITORY OR A NOMINEE OF SUCH DEPOSITORY UNLESS AND UNTIL THIS
NOTE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS NOTE IS NOT A DEPOSIT AND IS NOT INSURED BY A FEDERAL AGENCY.
CUSIP: 161610CE8
REGISTERED REGISTERED
No. R-1 $150,000,000
THE CHASE MANHATTAN CORPORATION
8% SUBORDINATED NOTE DUE 2004
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY DATE:
May 25, 1994 8.00% May 15, 2004
The Chase Manhattan Corporation, a Delaware corporation
(hereinafter called the "Company", which term includes any
successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of One Hundred Fifty Million
Dollars on May 15, 2004, and to pay interest on said principal sum
semi-annually on May 15 and November 15 in each year, commencing on
November 15, 1994, at the rate of 8.00% per annum, from May 15,
1994 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, or, if the date hereof
is an Interest Payment Date to which interest has been paid or duly
provided for, then from the date hereof, until payment of said
principal sum has been made or duly provided for. The interest so
payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in said Indenture, be paid to the
Person in whose name this 8% Subordinated Note Due 2004 (or one or
more Predecessor Securities as defined in said Indenture) (the
"Note") is registered at the close of business on the May 1 or
November 1, as the case may be, immediately preceding such Interest
Payment Date ("Regular Record Date"). Any such interest
<PAGE> 2
not so punctually paid or duly provided for will forthwith cease to
be payable to the Holder on such Regular Record Date and may be
paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on
a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee (as defined below), notice whereof shall be
given to Holders of Notes (as defined below) not less than 10 days
prior to such Special Record Date, or may be paid at any time in
any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Notes may be listed, and upon
such notice as may be required by such exchange, all as more fully
provided in said Indenture. Interest payable at maturity will be
payable to the Person to whom principal is payable. Payment of the
principal of and interest on this Note will be made in immediately
available funds at the office or agency of the Company maintained
for such purpose in The City of New York, in such coin or currency
of the United States of America as at the time of payment is legal
tender for payment of public and private debts. Payment of
interest may, at the option of the Company, be made by check mailed
to the registered address of the Person entitled thereto.
This Note is one of a duly authorized series of Securities (as
defined below) of the Company designated as the 8% Subordinated
Notes Due 2004 (herein called the "Notes") limited in aggregate
principal amount to $150,000,000, issued and to be issued under an
Amended and Restated Indenture dated as of September 1, 1993
(herein called the "Indenture"), between the Company and Chemical
Bank, as Trustee (herein called the "Trustee", which term includes
any successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Company, the Trustee and the
Holders of the Notes and of the terms upon which the Notes are, and
are to be, authenticated and delivered. The Indenture provides for
the issuance of subordinated debt securities (the "Securities") of
the Company in one or more series.
The Notes may not be redeemed before May 15, 1999. On May 15,
1999 and on any day thereafter, the Notes may be redeemed, as a
whole or from time to time in part, at the option of the Company,
on not less than 30 nor more than 60 days' prior notice given as
provided in the Indenture, at a redemption price equal to 100% of
the principal amount of the Notes to be redeemed plus interest
accrued and unpaid to the date of redemption (provided that
interest installments whose Stated Maturity is on or prior to the
date of redemption will be payable to the Holders of the Notes of
record at the close of business on the relevant Regular Record
Date). In the event of redemption of this Note in part only, a new
Note or Notes for the unredeemed portion hereof shall be issued in
the name of the Holder hereof upon the cancellation hereof.
The indebtedness of the Company evidenced by the Notes,
including the principal thereof and interest thereon, is, to the
extent and in the manner set forth in the Indenture, subordinate
and junior in right of payment to the Company's obligations to
holders of Senior Indebtedness of the Company (as defined in the
Indenture), and each Holder of Notes, by the acceptance thereof,
agrees to and shall be bound by such provisions of the Indenture.
<PAGE> 3
If an Event of Default (defined in the Indenture as certain
events involving the bankruptcy, insolvency or reorganization of
the Company) shall occur and be continuing, the principal of all of
the Notes may be declared due and payable in the manner and with
the effect provided in the Indenture. There is no right of
acceleration of the payment of principal of the Notes upon a
default in the payment of interest on the Notes or in the
performance of any covenant of the Company in the Indenture or in
the Notes.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights
and obligations of the Company and the rights of the Holders of
Securities under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of not less than 66 2/3% in
principal amount of the Outstanding Securities of each series
affected. The Indenture also contains provisions permitting the
Holders of specified percentages in principal amount of the
Outstanding Securities of any series, on behalf of the Holders of
all the Securities of such series, to waive, with respect to the
Securities of such series, compliance by the Company with certain
provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by
the Holder of this Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note
issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of
the Company, which is absolute and unconditional, to pay the
principal of and interest on this Note at the times, place and
rates, and in the coin or currency, herein prescribed.
As provided in the Indenture, and subject to certain
limitations therein set forth, this Note is transferable on the
Security Register of the Company, upon surrender of this Note for
registration of transfer at the office or agency of the Company in
The City of New York, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new
Notes, of any authorized denominations and of like tenor and of a
like aggregate principal amount, will be issued to the designated
transferee or transferees.
The Notes are issuable only in registered form without coupons
in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture, and subject to certain limitations
therein set forth, Notes are exchangeable for a like aggregate
principal amount of Notes of any authorized denominations and of
like tenor, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in
connection therewith.
<PAGE> 4
Prior to due presentment of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company or
of the Trustee may treat the Person in whose name this Note is
registered as the owner hereof for all purposes, whether or not
this Note be overdue, and neither the Company, the Trustee nor any
such agent shall be affected by notice to the contrary.
Unless otherwise defined in this Note, all terms used in this
Note which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.
This Note shall be construed in accordance with and governed
by the laws of the State of New York.
<PAGE> 5
Unless the Certificate of Authentication hereon has been
executed by or on behalf of the Trustee or its authenticating
agent under the Indenture by the manual signature of one of its
authorized officers, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed, manually or in facsimile, under its corporate
seal.
THE CHASE MANHATTAN CORPORATION
Seal By: ____________________________
E. Michel Kruse
Executive Vice President
and Chief Financial Officer
By: ____________________________
Arjun K. Mathrani
Executive Vice President
and Treasurer
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series
designated therein referred to in the
within-mentioned Indenture.
Chemical Bank, as Trustee OR Chemical Bank, as Trustee
By: The Chase Manhattan Bank, N.A.
Authenticating Agent
By: _____________________ By: _________________________
Authorized Officer Authorized Signatory
<PAGE> 6
ABBREVIATIONS
The following abbreviations, when used in the inscription
on this instrument, shall be construed as though they were written
out in full according to applicable laws or regulations.
TEN COM--as tenants in common
UNIF GIFT MIN ACT-- ...........Custodian ................
(Custodian) (Minor)
Under Uniform Gifts to Minors Act
.................................
(State)
TEN ENT--as tenants by the entireties
JT TEN-- as joint tenants with right of survivorship
and not as tenants in common
Additional abbreviations may also be used though not in the
above list.
<PAGE> 7
__________________________
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto
Please Insert Social Security or Other
Identifying Number of Assignee:
___________________________________
_________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING ZIP CODE OF ASSIGNEE:
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing
_______________________________________________________ attorney to
transfer said Note on the books of the Company, with full power of
substitution in the premises.
Dated: ______________________
_________________________________
Signature Guaranteed:
__________________________
__________________________
NOTICE: The signature to this
assignment must correspond with
the name as written upon the
within instrument in every
particular, without alteration
or enlargement, or any change
whatever.
ACE022B4
<PAGE> 1
THIS NOTE IS NOT A DEPOSIT AND IS NOT INSURED BY A FEDERAL AGENCY.
CUSIP:
REGISTERED REGISTERED
No. R- $
THE CHASE MANHATTAN CORPORATION
8% SUBORDINATED NOTE DUE 2004
The Chase Manhattan Corporation, a Delaware corporation
(hereinafter called the "Company", which term includes any
successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to____________ or
registered assigns, the principal sum of _________________ Dollars
on May 15, 2004, and to pay interest on said principal sum semi-
annually on May 15 and November 15 in each year, commencing on
November 15, 1994, at the rate of 8.00% per annum, from May 15,
1994 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, or, if the date hereof
is an Interest Payment Date to which interest has been paid or duly
provided for, then from the date hereof, until payment of said
principal sum has been made or duly provided for. The interest so
payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in said Indenture, be paid to the
Person in whose name this 8% Subordinated Note Due 2004 (or one or
more Predecessor Securities, as defined in said Indenture) is
registered at the close of business on the May 1 or November 1, as
the case may be, immediately preceding such Interest Payment Date
("Regular Record Date"). Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may be paid to the Person in
whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee
(as defined below), notice whereof shall be given to Holders of
Notes (as defined below) not less than 10 days prior to such
Special Record Date, or may be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities
exchange on which the Notes may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in
said Indenture. Interest payable at maturity will be payable to
the Person to whom principal is payable. Payment of the principal
of and interest on this Note will be made at the office or agency
of the Company maintained for such purpose in The City of New York,
in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private
debts. Payment of interest may, at the option of the Company, be
made by check mailed to the registered address of the Person
entitled thereto.
<PAGE> 2
This Note is one of a duly authorized series of Securities (as
defined below) of the Company designated as the 8% Subordinated
Notes Due 2004 (herein called the "Notes") limited in aggregate
principal amount to $150,000,000, issued and to be issued under an
Amended and Restated Indenture dated as of September 1, 1993
(herein called the "Indenture"), between the Company and Chemical
Bank, as Trustee (herein called the "Trustee", which term includes
any successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Company, the Trustee and the
Holders of the Notes and of the terms upon which the Notes are, and
are to be, authenticated and delivered. The Indenture provides for
the issuance of subordinated debt securities (the "Securities") of
the Company in one or more series.
The Notes may not be redeemed before May 15, 1999. On May 15,
1999 and on any day thereafter, the Notes may be redeemed, as a
whole or from time to time in part, at the option of the Company,
on not less than 30 nor more than 60 days' prior notice given as
provided in the Indenture, at a redemption price equal to 100% of
the principal amount of the Notes to be redeemed plus interest
accrued and unpaid to the date of redemption (provided that
interest installments whose Stated Maturity is on or prior to the
date of redemption will be payable to the Holders of the Notes of
record at the close of business on the relevant Regular Record
Date). In the event of redemption of this Note in part only, a new
Note or Notes for the unredeemed portion hereof shall be issued in
the name of the Holder hereof upon the cancellation hereof.
The indebtedness of the Company evidenced by the Notes,
including the principal thereof and interest thereon, is, to the
extent and in the manner set forth in the Indenture, subordinate
and junior in right of payment to the Company's obligations to
holders of Senior Indebtedness of the Company (as defined in the
Indenture), and each Holder of Notes, by the acceptance thereof,
agrees to and shall be bound by such provisions of the Indenture.
If an Event of Default (defined in the Indenture as certain
events involving the bankruptcy, insolvency or reorganization of
the Company) shall occur and be continuing, the principal of all
the Notes may be declared due and payable in the manner and with
the effect provided in the Indenture. There is no right of
acceleration of the payment of principal of the Notes upon a
default in the payment of interest on the Notes or in the
performance of any covenant of the Company in the Indenture or in
the Notes.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights
and obligations of the Company and the rights of the Holders of
Securities under the Indenture at any time by the Company and the
<PAGE> 3
Trustee with the consent of the Holders of not less than 66 2/3% in
principal amount of the Outstanding Securities of each series
affected. The Indenture also contains provisions permitting the
Holders of specified percentages in principal amount of the
Outstanding Securities of any series, on behalf of the Holders of
all the Securities of such series, to waive, with respect to the
Securities of such series, compliance by the Company with certain
provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by
the Holder of this Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note
issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of
the Company, which is absolute and unconditional, to pay the
principal of and interest on this Note at the times, place and
rates, and in the coin or currency, herein prescribed.
As provided in the Indenture, and subject to certain
limitations therein set forth, this Note is transferable on the
Security Register of the Company, upon surrender of this Note for
registration of transfer at the office or agency of the Company in
The City of New York, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new
Notes, of any authorized denominations and of like tenor and of a
like aggregate principal amount, will be issued to the designated
transferee or transferees.
The Notes are issuable only in registered form without coupons
in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture, and subject to certain limitations
therein set forth, Notes are exchangeable for a like aggregate
principal amount of Notes of any authorized denominations and of
like tenor, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in
connection therewith.
Prior to due presentment of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company or
of the Trustee may treat the Person in whose name this Note is
registered as the owner hereof for all purposes, whether or not
this Note be overdue, and neither the Company, the Trustee nor any
such agent shall be affected by notice to the contrary.
<PAGE> 4
Unless otherwise defined in this Note, all terms used in this
Note which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.
This Note shall be construed in accordance with and governed
by the laws of the State of New York.
Unless the Certificate of Authentication hereon has been
executed by or on behalf of the Trustee or its authenticating agent
under the Indenture by the manual signature of one of its
authorized officers, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed, manually or in facsimile, under its corporate
seal.
THE CHASE MANHATTAN
CORPORATION
By: ____________________________
Seal Name:
Title:
By: ____________________________
Name:
Title:
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series
designated therein referred to in the
within-mentioned Indenture.
Chemical Bank, as Trustee OR Chemical Bank, as Trustee
By: The Chase Manhattan Bank, N.A.
as Authenticating Agent
By: _____________________ By: _________________________
Authorized Officer Authorized Signatory
<PAGE> 5
ABBREVIATIONS
The following abbreviations, when used in the inscription
on this instrument, shall be construed as though they were written
out in full according to applicable laws or regulations.
TEN COM--as tenants in common
UNIF GIFT MIN ACT-- ...........Custodian ................
(Custodian) (Minor)
Under Uniform Gifts to Minors Act
.................................
(State)
TEN ENT--as tenants by the entireties
JT TEN-- as joint tenants with right of survivorship
and not as tenants in common
Additional abbreviations may also be used though not in the
above list.
<PAGE> 6
__________________________
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto
Please Insert Social Security or Other
Identifying Number of Assignee:
___________________________________
_________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING ZIP CODE OF ASSIGNEE:
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing
_______________________________________________________ attorney to
transfer said Note on the books of the Company, with full power of
substitution in the premises.
Dated: ______________________ ________________________________
Signature Guaranteed:
__________________________
__________________________
NOTICE: The signature to this
assignment must correspond with
the name as written upon the
within instrument in every
particular, without alteration
or enlargement, or any change
whatever.
ACE022B5
