<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) August 11, 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)
====================================================================
<PAGE> 2
Item 5. Other Events
- ------- ------------
On August 11, 1994, The Chase Manhattan Corporation
(the "Company") entered into a distribution agreement
covering the issue and placement of up to $200,000,000
aggregate principal amount of Senior/Subordinated
Medium-Term Notes, Series C. Said Notes were
registered under the Securities Act of 1933 pursuant to
The Chase Manhattan Corporation's shelf registration
statement (Registration Statement No. 33-58144).
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
- ------- ---------------------------------------------------
(c) Exhibits
(1)(c) Distribution Agreement between the Company and Smith
Barney Inc.
(4)(oo) Form of Senior Medium-Term Note, Series C (Fixed Rate).
(4)(pp) Form of Senior Medium-Term Note, Series C (Floating
Rate).
(4)(qq) Form of Subordinated Medium-Term Note, Series C (Fixed
Rate).
(4)(rr) Form of Subordinated Medium-Term Note, Series C
(Floating Rate).
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 therunto duly authorized.
THE CHASE MANHATTAN CORPORATION
-------------------------------
Registrant
By: /s/ Arjun K. Mathrani
----------------------------
Arjun K. Mathrani
Executive Vice President
and Chief Financial Officer
August 11, 1994
ACE0244B
<PAGE> 3
Exhibit Index
(1)(c) Distribution Agreement between the Company and Smith
Barney Inc.
(4)(oo) Form of Senior Medium-Term Note, Series C (Fixed Rate).
(4)(pp) Form of Senior Medium-Term Note, Series C (Floating
Rate).
(4)(qq) Form of Subordinated Medium-Term Note, Series C (Fixed
Rate).
(4)(rr) Form of Subordinated Medium-Term Note, Series C
(Floating Rate).
ACE0244B
<PAGE> 1
$200,000,000
THE CHASE MANHATTAN CORPORATION
SENIOR/SUBORDINATED MEDIUM-TERM NOTES SERIES C DUE
FROM NINE MONTHS FROM DATE OF ISSUE
DISTRIBUTION AGREEMENT
August 11, 1994
Smith Barney Inc.
1345 Avenue of the Americas
New York, NY 10105
Ladies and Gentlemen:
The Chase Manhattan Corporation, a Delaware corporation
(the "Company"), confirms its agreement with you (hereinafter
referred to as the "Agent" and collectively with any other agents
appointed hereunder, as the "Agents") with respect to the issue
and sale by the Company of its Medium-Term Notes, Series C
registered under the Registration Statement referred to below
(any such Medium-Term Notes being hereinafter referred to as the
"Securities") in an aggregate amount not to exceed $200,000,000
reduced by the aggregate amount in excess of $427,525,000 of any
other securities registered under such Registration Statement and
sold other than as contemplated by Section 2(a), (b) or (c) of
this Agreement. This Agreement provides both for the sale of
Securities by the Company to the Agents, as principal for resale
to investors and other purchasers and for the sale of Securities
by the Company to investors as may from time to time be agreed to
by the Company and an Agent, in which case the relevant Agent
will act as an agent of the Company in soliciting purchases of
the Securities. The Securities may be issued as senior
indebtedness (the "Senior Notes") or as subordinated indebtedness
(the "Subordinated Notes") of the Company. The Senior Notes are
to be issued as a series under an Indenture, dated as of July 1,
1986, as supplemented by a First Supplemental Indenture, dated as
of November 1, 1990 and a Second Supplemental Indenture, dated
as of May 1, 1991 (said Indenture as so supplemented, the "Senior
Indenture"), between the Company and Bankers Trust Company, as
trustee (the "Senior Trustee") and the Subordinated Notes are to
be issued as a series under an Amended and Restated Indenture,
dated as of September 1, 1994, (the "Subordinated Indenture", and
together with the Senior Indenture, the "Indentures"), between
<PAGE> 2
the Company and Chemical Bank, as trustee (the "Subordinated
Trustee", and together with the Senior Trustee, the "Trustees").
Subject to the terms and conditions stated herein, and
subject to the Company's right to sell Securities other than as
contemplated by Section 2(a), (b) or (c) of this Agreement
including the Company's right to sell Securities directly to
investors on its own behalf, the Company hereby (i) agrees to
sell Securities directly to an Agent as principal for resale to
others in accordance with the provisions of Section 2(a) hereof
and (ii) if agreed to by an Agent and the Company, to sell
Securities through an Agent, acting solely as agent for the
Company, in accordance with the provisions of Section 2(b)
hereof. The Company may from time to time offer other series of
Medium-Term Notes through other agents in which case the
commissions to be paid to such other agents may vary from those
set forth in Schedule A. The Company may from time to time
appoint one or more additional persons as agents for soliciting
offers to purchase the Securities from the Company by appointing
such additional agents as Agents hereunder or by entering into
distribution agreements substantially similar to this Agreement,
provided that the commissions to be paid to agents party to any
such agreement shall be identical to those set forth in Schedule
A hereof or otherwise agreed upon hereunder (except in the case
of sales of Securities made to any such agent as principal). The
Company will notify you prior to making any such appointment.
The Company has filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form
S-3 (File No. 33-58144), relating to the Securities and the
offering thereof from time to time in accordance with Rule 415
under the Securities Act of 1933 (the "1933 Act"). Such
registration statement has been declared effective by the
Commission, and each Indenture has been qualified under the Trust
Indenture Act of 1939 (the "1939 Act"). Such registration
statement and the prospectus, in the form most recently filed
pursuant to Rule 424 under the 1933 Act, including all documents
incorporated therein by reference, as from time to time amended
or supplemented by the filing of documents pursuant to the
Securities Exchange Act of 1934 (the "1934 Act"), the 1933 Act or
otherwise, are referred to herein as the "Registration Statement"
and the "Prospectus", respectively.
SECTION 1. Representations and Warranties. (a) The
Company represents and warrants to each Agent as of the date
hereof, as of the Closing Time and each Settlement Date
hereinafter referred to, and as of the times referred to in
Sections 6(a) and 6(b) hereof (in each case the "Representation
Date"), as follows:
<PAGE> 3
(i) The Registration Statement and the Prospectus, at
the times the Registration Statement became effective,
complied, and as of the applicable Representation Date will
comply, in all material respects with the requirements of
the 1933 Act, and the rules and regulations thereunder (the
"Regulations") and the 1939 Act. The Registration
Statement, at the times the Registration Statement became
effective did not, and as of the applicable Representation
Date will not, contain any untrue statement of a material
fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein
not misleading. The Prospectus, at the times the
Registration Statement became effective did not, and as of
the applicable Representation Date will not, contain an
untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements
therein, in the light of the circumstances under which they
were or are made, not misleading; provided, however, that
the representations and warranties in this subsection shall
not apply to statements in or omissions from the
Registration Statement or Prospectus made in reliance upon
and in conformity with information furnished to the Company
in writing by such Agent expressly for use in the
Registration Statement or Prospectus or to that part of the
Registration Statement which shall constitute the Statements
of Eligibility under the 1939 Act (Form T-1) of the Senior
Trustee and the Subordinated Trustee.
(ii) The documents incorporated by reference in the
Prospectus, at the time they were or hereafter are filed
with the Commission, complied and will comply in all
material respects with the requirements of the 1934 Act and
the rules and regulations thereunder (the "1934 Act
Regulations"), and, when read together and with the other
information in the Prospectus, at the time the Registration
Statement became, and any amendments thereto become,
effective, did not and will not contain an untrue statement
of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they
were or are made, not misleading.
(iii) The consolidated financial statements of the
Company and its subsidiaries included or incorporated by
reference in the Prospectus present fairly the consolidated
financial position of the Company and its subsidiaries as at
the dates indicated and the consolidated results of their
operations for the periods specified; and except as stated
therein, said financial statements have been prepared in
conformity with generally accepted accounting principles
applied on a consistent basis.
<PAGE> 4
(iv) Except as set forth in or contemplated by the
Registration Statement and the Prospectus, since the
respective dates as of which information is given in the
Registration Statement and Prospectus, there has not been
any material transaction not entered into in the ordinary
course of business by the Company or The Chase Manhattan
Bank, N.A. (the "Bank"), any material change in the
liabilities or obligations (direct or contingent) of the
Company or the Bank, or any material adverse change in, or
development materially and adversely affecting, the
financial position of the Company or the Bank.
(v) The Company has been duly incorporated and is
validly existing as a corporation in good standing under the
laws of the State of Delaware, and is duly registered as a
bank holding company under the Bank Holding Company Act of
1956; and the Bank has been duly organized and is validly
existing as a national banking association in good standing
under the laws of the United States of America.
(vi) The Company and the Bank have the power and
authority (corporate and other) to own their properties and
to conduct their respective businesses in all material
respects as described in the Prospectus; and all of the
issued and outstanding shares of capital stock of the Bank
have been duly authorized and are validly issued and
outstanding and are owned by the Company free and clear of
all liens, encumbrances, security interests and claims,
except for existing or future restrictions on the
disposition or encumbrance by the Company of the capital
stock of the Bank contained in the Indentures or in other
indentures, guarantees or evidences of indebtedness of the
Company.
(vii) Except as set forth in or contemplated by the
Registration Statement and the Prospectus, the Company and
the Bank hold all material licenses, certificates, permits
and authorizations from governmental authorities deemed by
the Company to be reasonably necessary for the conduct of
their present operations.
(viii) The accountants whose reports are incorporated by
reference in the Prospectus are certified public accountants
and are independent public accountants as required by the
1933 Act and the Regulations.
(ix) Except as referred to in the Registration
Statement and the Prospectus, there is no material
litigation or governmental proceeding pending or, to the
knowledge of the Company, threatened against or involving
the Company or the Bank which would be likely to result in
<PAGE> 5
any material adverse change in the financial position of the
Company or the Bank.
(x) Neither the Company nor the Bank is in violation
in any material respect of its certificate of incorporation
or Articles of Association, as the case may be, or by-laws,
or in default in the performance of any material obligation,
agreement or condition contained in any bond, debenture,
note or any other evidence of its indebtedness or any
related loan agreement, note purchase agreement or indenture
by which the Company or the Bank is bound. The execution,
delivery and performance of this Agreement and each
Indenture, and each applicable Delayed Delivery Contract (as
defined in Section 2(c)), if any, and compliance by the
Company with the provisions of each Indenture and the
Securities will not conflict with, or constitute a breach
of, or a default under, any material agreement, indenture or
other instrument by which the Company or the Bank is bound,
or any applicable law, administrative regulation or court
decree, violation of which would have a material adverse
effect on the operations of the Company or the Bank, or
result in the creation or imposition of any material lien,
charge or encumbrance upon any of the property or assets of
the Company or the Bank, and will not result in a violation
of the provisions of the certificate of incorporation or
Articles of Association, as the case may be, or by-laws of
the Company or the Bank.
(xi) There are no contracts or other documents which
are required to be filed as exhibits to the Registration
Statement by the 1933 Act or by the regulations or which
were, or hereafter are, required to be filed as exhibits to
any document incorporated by reference in the Prospectus by
the 1934 Act or the 1934 Act Regulations, which have not
been, or will not be, filed as exhibits to the Registration
Statement or to such document incorporated by reference in
the Prospectus as permitted by the Regulations or the 1934
Act Regulations, as the case may be.
(xii) Each Indenture has been validly authorized and
duly executed and delivered by the Company and constitutes a
valid and legally binding instrument of the Company,
enforceable in accordance with its terms; the Securities
will have been validly authorized prior to issuance thereof;
upon payment of the consideration therefor specified in the
Prospectus or agreed upon pursuant to the provisions of this
Agreement or any applicable Delayed Delivery Contract, as
the case may be, the Securities will be validly issued and
outstanding, and will constitute valid and legally binding
obligations of the Company, enforceable in accordance with
their terms; the Securities will be entitled to the benefits
<PAGE> 6
of the applicable Indenture; and the Securities and each
Indenture will conform to the descriptions thereof contained
in the Registration Statement and the Prospectus.
(xiii) Since the end of its latest fiscal year, the
Company has timely filed all documents and amendments to
previously filed documents required to be filed by it
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934
Act. The documents incorporated by reference in the
Prospectus, at the time they were filed with the Commission,
were timely filed as required thereby. Copies of each of
the documents incorporated by reference in the Prospectus
have been delivered by the Company to the Agents.
(xiv) The Company has complied with all the provisions
of Section 517.075 of the Florida Statutes, and all rules
and regulations promulgated thereunder, relating to issuers
doing business in Cuba.
(b) Any certificate signed by any officer of the
Company and delivered to any Agent or to its counsel in
connection with an offering of Securities shall be deemed a
representation and warranty by the Company to such Agent as to
the matters covered thereby.
SECTION 2. Purchases as Principal; Solicitations as
Agent. (a) Purchases as Principal. Unless otherwise agreed by
an Agent and the Company, Securities shall be purchased by an
Agent as principal. Each sale of Securities to an Agent as
principal shall be made in accordance with the terms agreed upon
by an Agent and the Company, which terms shall be agreed upon
orally, with written confirmation prepared by such Agent and
mailed to the Company. Each such written confirmation shall
specify the principal amount and terms of the Securities to be
purchased by the relevant Agent and the time and place of
delivery of and payment for such Securities (the "Settlement
Date"), and such other information (as applicable) as is set
forth in Exhibit A hereto. Unless otherwise agreed upon by an
Agent and the Company, the Company agrees to pay the Agent the
applicable commission, in the form of a discount, set forth in
Schedule A hereto or otherwise agreed upon between the Agents and
the Company from time to time. An Agent's commitment to purchase
Securities as principal shall be deemed to have been made on the
basis of the representations and warranties of the Company herein
contained and shall be subject to the terms and conditions herein
set forth. At the time of each purchase of Securities by an
Agent as principal, such Agent and the Company shall agree on any
requirements for stand-off, officer's certificate, opinion of
counsel and letters from Price Waterhouse or other independent
public accountants of the Company pursuant to Section 3(k), 6(b),
6(c) and 6(d), respectively, hereof.
<PAGE> 7
(b) Solicitations as Agent. On the basis of the
representations and warranties herein contained, but subject to
the terms and conditions herein set forth, when agreed by the
Company and an Agent, such Agent will use its best efforts, as
agent for the Company, to solicit offers to purchase the
Securities upon the terms and conditions set forth in the
Prospectus.
Upon request, the Company will inform any Agent of the
remaining amount of Securities which may be sold pursuant to the
Registration Statement. The Company reserves the right, in its
sole discretion, to suspend solicitation of offers to purchase
the Securities commencing at any time for any definite or
indefinite period of time or permanently. Upon receipt of
instructions from the Company, each of you will forthwith suspend
solicitation of offers to purchase from the Company until advised
by the Company that such solicitation may be resumed.
The Company agrees to pay each Agent a commission, in
the form of a discount, equal to the percentage of the principal
amount of each Security sold by the Company as a result of a
solicitation made by such Agent, as agent for the Company, as set
forth in Schedule A hereto or as otherwise agreed upon between
the Agents and the Company from time to time; provided, however,
in the event that any Security shall be sold by the Company at a
price to the investor which shall be less than the principal
amount thereof, such commission shall be equal to the applicable
percentage of the principal amount set forth in Schedule A hereto
or otherwise agreed upon between the Agents and the Company from
time to time multiplied by such price to the investor.
Each Agent, when acting in the capacity as agent for
the Company, is authorized to solicit orders for the Securities
with terms specified to such Agent from time to time by the
Company. Each Agent shall communicate to the Company, orally or
in writing, each reasonable offer to purchase Securities received
by it as agent. The Company shall have the sole right to accept
offers to purchase the Securities and may reject any such offer
in whole or in part. Each Agent shall have the right, in its
discretion reasonably exercised, without notice to the Company,
to reject any offer to purchase Securities received by it, in
whole or in part, and any such rejection shall not be deemed a
breach of its agreement contained herein.
(c) Delayed Delivery. The Company authorizes the
Agents to solicit offers to purchase Securities pursuant to
delayed delivery contracts (the "Contract Securities")
substantially in the form of Exhibit B attached hereto ("Delayed
Delivery Contracts") with such changes therein as the Company may
approve. Delayed Delivery Contracts are to be with institutional
investors, including commercial and savings banks, insurance
<PAGE> 8
companies, pension funds, investment companies and educational
and charitable institutions. Upon execution of a Delayed
Delivery Contract by the Company, the Company will pay the Agent
that arranged such contract as compensation the fee set forth in
Schedule A hereto in respect of the principal amount of Contract
Securities purchased as a result of solicitations made, or offers
received, by such Agent; provided, however, that if no sale of
Securities pursuant to such contract is consummated, such Agent
shall repay such fee to the Company. The Company will make
Delayed Delivery Contracts in all cases where sales of Contract
Securities arranged by the Agents have been approved by the
Company. The Agents will not have any responsibility in respect
of the validity or the performance of Delayed Delivery Contracts.
(d) Procedures. Administrative procedures respecting
the sale of Securities shall be agreed upon from time to time by
the Agents and the Company (the "Procedures"). The Agents,
severally and not jointly, and the Company agree to perform on
and after the Closing Time (as defined below) the respective
duties and obligations specifically provided to be performed by
each of them herein and in the Procedures.
(e) Delivery. The documents required to be delivered
pursuant to Section 5 hereof shall be delivered at the offices of
the Company, One Chase Manhattan Plaza, New York, New York,
10081, at 1:00 P.M., New York City time, on or prior to the date
on which the first supplement to the Prospectus relating to the
Securities is filed with the Commission, which date and time may
be postponed by agreement between the Company and the Agents (the
time and date of such delivery being hereinafter called the
"Closing Time").
(f) Sale of Securities. No Security which the Company
has agreed to sell pursuant to Section 2(b) of this Agreement
shall be deemed to have been purchased and paid for, or sold, by
the Company until such Security shall have been delivered to the
purchaser thereof against payment by such purchaser.
(g) Manner of Sale. Agents may sell Securities to or
through other broker-dealers, and such other broker-dealers may
receive compensation in the form of underwriting discounts,
concessions, or commissions from the Agents and/or commissions
from the purchasers of Securities for whom they may act as agent.
Section 3. Covenants of the Company. The Company
covenants with each Agent as follows:
(a) If at any time when the Prospectus is required by
the 1933 Act to be delivered in connection with sales of the
Securities any event shall occur or condition exist as a result
of which it is necessary, in the reasonable opinion of counsel
<PAGE> 9
for the Agents or counsel for the Company, to further amend or
supplement the Prospectus in order that the Prospectus will not
include an untrue statement of a material fact or omit to state
any material fact necessary in order to make the statements
therein not misleading in the light of the circumstances existing
at the time it is delivered to a purchaser, or if it shall be
necessary, in the reasonable opinion of either such counsel, at
any such time to amend or supplement the Registration Statement
or the Prospectus in order to comply with the requirements of the
1933 Act or the Regulations, immediate notice shall be given, and
confirmed in writing, to each Agent to cease the solicitation of
offers to purchase the Securities in its capacity as Agent and to
cease sales of any Securities it may then own as principal, and
the Company will promptly prepare and file with the Commission
such amendment or supplement, whether by filing documents
pursuant to the 1934 Act, the 1933 Act or otherwise, as may be
necessary to correct such untrue statement or omission or to make
the Registration Statement comply with such requirement.
(b) On or prior to the date on which there shall be
released to the general public interim financial statement
information related to the Company with respect to each of the
first three quarters of any fiscal year or preliminary financial
statement information with respect to any fiscal year, the
Company shall furnish such information to each Agent, confirmed
in writing, and shall cause the Prospectus to be amended or
supplemented to include or incorporate by reference financial
information with respect to the results of operations of the
Company for the period between the end of the preceding fiscal
year and the end of such quarter or for such fiscal year, as the
case may be, and corresponding information for the comparable
period of the preceding fiscal year, as well as such other
information and explanations as shall be necessary for an
understanding of such financial information or as shall be
required by the 1933 Act or the Regulations; provided, however,
that if on the date of such release the Agents shall have
suspended solicitation of offers to purchase the Securities in
their capacity as agent for the Company pursuant to a request
from the Company, and shall not then hold any Securities as
principal, the Company shall not be obligated so to amend or
supplement the Prospectus until such time as the Company shall
determine that solicitation of offers to purchase the Securities
should be resumed or shall subsequently agree to sell Securities
to an Agent as principal.
(c) On or prior to the date on which there shall be
released to the general public financial information included in
or derived from the audited financial statements of the Company
for the preceding fiscal year, the Company shall cause the
Registration Statement and the Prospectus to be amended, whether
by the filing of documents pursuant to the 1934 Act, the 1933 Act
<PAGE> 10
or otherwise, to include or incorporate by reference such audited
financial statements and the report or reports, and consent or
consents to such inclusion or incorporation by reference, of the
independent accountants with respect thereto, as well as such
other information and explanations as shall be necessary for an
understanding of such financial statements or as shall be
required by the 1933 Act or the Regulations; provided, however,
that if on the date of such release the Agents shall have
suspended solicitation of offers to purchase the Securities in
their capacity as agent for the Company pursuant to a request
from the Company, and shall not then hold any Securities as
principal, the Company shall not be obligated so to amend or
supplement the Prospectus until such time as the Company shall
determine that solicitation of offers to purchase the Securities
should be resumed or shall subsequently agree to sell Securities
to an Agent as principal.
(d) The Company will make generally available to its
security holders as soon as practicable, but not later than 60
days after the close of each of the first three fiscal quarters
of each fiscal year and 90 days after the close of each fiscal
year, earnings statements (in form complying with the provisions
of Rule 158 under the 1933 Act) covering a twelve-month period
beginning not later than the first day of the fiscal quarter next
following the period beginning not later than the effective date
of the Registration Statement (as defined in Rule 158) with
respect to each sale of Securities.
(e) The Company will give each Agent notice of (i) its
intention to file any amendment to the Registration Statement or
any amendment or supplement (other than a "pricing" supplement)
to the Prospectus pursuant to the 1933 Act or (ii) the initial
press release relating to earnings results for any fiscal period
or to significant corporate developments during any period during
which solicitations of offers to purchase Securities has not been
suspended pursuant to Section 2(b) hereof. The Company will
promptly notify each Agent of any such amendment, supplement or
release, and will make available to each Agent copies of
documents, including documents filed pursuant to the 1934 Act
incorporated by reference, so filed promptly upon the filing
thereof.
(f) The Company will notify each Agent immediately (i)
of the effectiveness of any amendment to the Registration
Statement, (ii) of the mailing or the delivery to the Commission
for filing of any supplement to the Prospectus or any document to
be filed pursuant to the 1934 Act which will be incorporated by
reference in the Prospectus, (iii) of the receipt of any comments
from the Commission with respect to the Registration Statement or
the Prospectus, (iv) of any request by the Commission for any
amendment to the Registration Statement or any amendment or
<PAGE> 11
supplement to the Prospectus or for additional information, and
(v) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or the
initiation of any proceedings for that purpose. The Company will
make every reasonable effort to prevent the issuance of any stop
order and, if any stop order is issued, to obtain the lifting
thereof at the earliest possible moment.
(g) The Company will deliver to each Agent as many
signed and conformed copies of the registration statement (as
originally filed) and of each amendment thereto (including
exhibits filed therewith or incorporated by reference therein and
documents incorporated by reference in the Prospectus) as it may
reasonably request. The Company will furnish to each Agent as
many copies of the Prospectus (as amended or supplemented) as it
shall reasonably request so long as it is required to deliver a
Prospectus in connection with sales or solicitations of offers to
purchase the Securities.
(h) The Company will furnish to each Agent, at the
earliest time the Company makes the same available to others,
copies of its annual reports and other financial reports
furnished or made available to the public generally.
(i) The Company will use its best efforts, in
cooperation with the Agents, to qualify the Securities for
offering and sale under the applicable securities laws of such
states and other jurisdictions of the United States as the Agents
may designate, and will maintain such qualifications in effect
for as long as may be required for the distribution of the
Securities; provided, however, that the Company shall not be
obligated to file any general consent to service of process or to
qualify as a foreign corporation in any jurisdiction in which it
is not so qualified. The Company will file such statements and
reports as may be required by the laws of each jurisdiction in
which the Securities have been qualified as above provided.
(j) The Company, during the period when the Prospectus
is required to be delivered under the 1933 Act, will use its best
efforts to file promptly all documents required to be filed with
the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of
the 1934 Act and will notify the Agents immediately of any
failure to file promptly any such documents. In addition, on or
prior to the date on which the Company makes any announcement to
the general public concerning any event not referred to in
subsection (b) or (c) of this Section which is required to be
described, or which the Company proposes to describe, in a
document filed pursuant to the 1934 Act, the Company shall
furnish the information contained or to be contained in such
announcement to each Agent, confirmed in writing. The Company
also will furnish each Agent with copies of all other press
<PAGE> 12
releases or announcements to the general public, if the
information contained therein could reasonably be construed to be
material to the offering of the Securities.
(k) Any other provision of this Agreement
notwithstanding, if specified by the Agent in connection with a
purchase by it of Securities as principal, between the date of
the agreement to purchase such Securities and the Settlement
Date, the Company will not, without the prior consent of such
Agent, offer or sell in the United States, or enter into any
agreement to sell in the United States, any debt securities of
the Company with terms substantially similar to those of the
Securities that are to be sold pursuant to such agreement (other
than such Securities).
SECTION 4. Payment of Expenses. The Company will pay
the following expenses incident to the performance of its
obligations under this Agreement, including: (i) the preparation
and filing of the registration statement and all amendments
thereto, (ii) the preparation, issuance and delivery of the
Securities, (iii) the fees and disbursements of the Company's
accountants and of the Trustee and its counsel, (iv) the
qualification of the Securities under securities laws in
accordance with the provisions of Section 3(i), including filing
fees and the reasonable fees and disbursements of counsel in
connection therewith and in connection with the preparation of
any Blue Sky Survey, (v) the printing and delivery to the Agents
in quantities as hereinabove stated of copies of the Registration
Statement and all amendments thereto, and of the Prospectus and
any amendments or supplements thereto, (vi) the printing and
delivery to the Agents of copies of each Indenture and any Blue
Sky Survey and any Legal Investment Survey, (vii) any fees
charged by rating agencies for the rating of the Securities, and
(viii) the fees and expenses, if any, incurred with respect to
any filing with the National Association of Securities Dealers,
Inc.
The Company shall also reimburse the Agents for the
reasonable fees and disbursements of counsel for the Agents,
advertising expenses authorized by the Company and other
reasonable out-of-pocket expenses.
SECTION 5. Conditions of Obligations. The obligations
of each Agent to purchase Securities as principal and to solicit
offers to purchase the Securities as agent of the Company will be
subject to the accuracy of the representations and warranties on
the part of the Company herein, to the accuracy of the statements
of the Company's officers made in any certificate furnished
pursuant to the provisions hereof, to the performance and
observance by the Company of all covenants and agreements herein
<PAGE> 13
contained on its part to be performed and observed and to the
following additional conditions precedent:
(a) At Closing Time and at each Settlement Date (if
required in connection with the purchase of Securities by an
Agent as principal), each Agent (or, if an Agent is purchasing
Securities as principal, such Agent) shall have received:
(1) The opinion or opinions, dated as of such time, of
Robert B. Adams, Esq., Senior Vice President and Deputy
General Counsel of the Company, or other counsel
satisfactory to the Agents receiving such opinion, in form
and substance satisfactory to such Agent, to the effect
that:
(i) The Company has been duly incorporated and is
validly existing as a corporation in good standing
under the laws of the State of Delaware, has the power
and authority (corporate and other) to own its
properties and to conduct its business as described in
the Prospectus, as then amended and supplemented, and
is duly registered as a bank holding company under the
Bank Holding Company Act of 1956;
(ii) The Bank has been duly organized and is
validly existing as a national banking association in
good standing under the laws of the United States of
America and has the power and authority (corporate and
other) to own its properties and to conduct operations
as a national banking association and in all material
respects to conduct its business as described in the
Prospectus, as then amended and supplemented;
(iii) All the outstanding shares of capital stock
of the Bank have been duly authorized and are validly
issued and are owned by the Company, free and clear of
any perfected security interest and, to the knowledge
of such counsel, after due inquiry, any other security
interests, except as described in Section 1(a)(vi)
above;
(iv) This Agreement and any applicable Delayed
Delivery Contracts have been duly authorized, executed
and delivered by the Company;
(v) Each Indenture has been validly authorized by
the Company and duly executed and delivered by the
Company; each Indenture has been duly qualified under
the 1939 Act and, assuming due authorization, execution
and delivery of each Indenture by the applicable
Trustee, constitutes a valid and binding instrument of
<PAGE> 14
the Company, enforceable in accordance with its terms,
except to the extent that enforcement thereof may be
limited by bankruptcy, insolvency and other laws
affecting creditors' rights generally and by general
principles of equity regardless of whether such
enforceability is considered in a proceeding in equity
or at law; and each Indenture conforms to the
description thereof in the Prospectus, as then amended
and supplemented;
(vi) The Securities of any series established on
or prior to the date of such opinion have been validly
authorized and, assuming due authorization, execution
and delivery of the applicable Indenture, as then
amended and supplemented, by the applicable Trustee,
each Security of such series, when the terms of such
Security have been established in accordance with such
Indenture and so as not to violate any relevant law or
agreement and such Security has been executed and
authenticated in accordance with the provisions of such
Indenture and delivered against payment of the
consideration therefor in accordance with this
Agreement or any Delayed Delivery Contract, will
constitute a valid and binding obligation of the
Company, except to the extent that enforcement of such
Security may be limited by bankruptcy, insolvency and
other laws affecting creditors' rights generally and by
general principles of equity regardless of whether such
enforceability is considered in a proceeding in equity
or at law, and such Security will be entitled to the
benefits of such Indenture; and such Security will
conform to the description thereof in the Prospectus,
as then amended and supplemented;
(vii) No approval of any public regulatory body,
state or federal (except under state securities or blue
sky statutes, as to which such counsel need not express
an opinion), other than those approvals that have been
obtained, is required for the valid execution, delivery
and performance by the Company of this Agreement or any
Delayed Delivery Contract;
(viii) The execution and delivery of this Agreement,
the execution, delivery and performance of any
applicable Delayed Delivery Contracts, each Indenture
and Securities issued in accordance with each Indenture
and this Agreement or any Delayed Delivery Contract,
and compliance by the Company with the provisions of
each Indenture and such Securities, will not result in
the creation or imposition of any lien, charge or
encumbrance upon any of the property or assets of the
<PAGE> 15
Company pursuant to the terms of any agreement or
instrument known to such counsel to which the Company
is a party or by which the Company is bound, and will
not result in a violation of the provisions of the
certificate of incorporation or by-laws of the Company,
or any existing applicable law, rule, regulation,
judgment, order or decree of any governmental
instrumentality or court having jurisdiction over the
Company or any of its subsidiaries;
(ix) The Registration Statement has become
effective under the 1933 Act and, to the best of such
counsel's knowledge, no stop order suspending the
effectiveness of the Registration Statement has been
issued or if issued has not been lifted and no
proceedings for that purpose have been instituted or if
instituted have not been suspended or are pending or
are contemplated under the 1933 Act; no order directed
to any document incorporated by reference in the
Prospectus or any amendment or supplement thereto has
been issued or if issued remains in effect, and, to the
best of the knowledge of such counsel, no challenge has
been made to the accuracy or adequacy of any such
document or if made has not been withdrawn or
satisfied; the Registration Statement and the
Prospectus (other than the financial statements and
other financial data included therein, as to which no
opinion need be expressed), in each case as then
amended or supplemented, comply as to form in all
material respects with the requirements of the 1933
Act, the 1939 Act and the applicable regulations under
each of those Acts; the documents incorporated by
reference in the Prospectus which have been filed prior
to the Closing Time or Settlement Date, as the case may
be (except that no opinion need be expressed as to the
financial statements and other financial data contained
therein), at the time of filing thereof complied as to
form in all material respects with the then applicable
requirements of the 1934 Act and the 1934 Act
Regulations; and nothing has come to the attention of
such counsel that would lead them to believe either
that such Registration Statement, at the time it became
effective, or if an amendment to the Registration
Statement or an annual report on Form 10-K has been
filed by the Company with the Commission subsequent to
the effectiveness of the Registration Statement, then
at the time of the most recent such filing (other than
the financial statements and other financial data
included in any such Registration Statement, amendment
or annual report, as to which no opinion need be
expressed), contained an untrue statement of a material
<PAGE> 16
fact or omitted to state a material fact required to be
stated therein or necessary to make the statements
therein not misleading or that the Prospectus, as
amended or supplemented at the Closing Time or the
Settlement Date, as the case may be (other than the
financial statements and other financial data included
in such Prospectus, as to which no opinion need be
expressed), contains an untrue statement of a material
fact or omits to state a material fact required to be
stated therein or necessary to make the statements
therein, in the light of the circumstances under which
they were made, not misleading;
(x) To the best of the knowledge of such counsel,
there are no contracts or other documents required to
be filed as exhibits to the Registration Statement by
the 1933 Act or by the Regulations, or which were
required to be filed as exhibits to any document
incorporated by reference in the Prospectus by the 1934
Act or the 1934 Act Regulations which have not been so
filed or so incorporated by reference as exhibits
thereto; the descriptions in the Registration Statement
and Prospectus, in each case as then amended and
supplemented, of the contracts and other documents
therein described and filed with the Registration
Statement, as then amended and supplemented, are
accurate in all material respects and fairly present
the information required to be shown; and to the best
of the knowledge of such counsel there are no legal or
governmental proceedings pending or threatened against
the Company or any of its subsidiaries of a character
required to be disclosed in the Prospectus, as then
amended and supplemented, which have not been
adequately disclosed therein; and
(xi) The statements made in the Prospectus, as
then amended and supplemented, under the captions
"Description of Debt Securities", "Description of
Notes", "Plan of Distribution", and "Plan of
Distribution of Notes", insofar as they purport to
summarize the provisions of documents or agreements
specifically referred to therein, fairly present the
information called for with respect thereto by Form
S-3.
In rendering such opinion such counsel shall be
entitled to limit the matters covered thereby to matters
involving the laws of the United States and the State of New
York and the General Corporation Law of the State of
Delaware.
<PAGE> 17
(2) The opinion or opinions of counsel to the Agents,
relating to the incorporation of the Company, the validity
of the Securities, the Indentures, the Registration
Statement, the Prospectus, this Agreement and such other
matters as the Agent or Agents receiving such opinion may
reasonably request.
(b) Since the respective dates as of which information
is given in the Registration Statement and the Prospectus (or, in
the case of any agreement by an Agent to purchase Securities as
principal, since the date of such agreement), there shall not
have occurred any material change in the liabilities or
obligations of the Company or the Bank or any material adverse
change in, or development materially and adversely affecting, the
financial position of the Company or the Bank; no stop order
suspending the effectiveness of the Registration Statement or of
any part thereof shall have been issued and not withdrawn and no
proceedings for that purpose shall have been instituted and not
suspended or, to the knowledge of the Company or any Agent, shall
be contemplated by the Commission; and at Closing Time and at
each Settlement Date, each Agent (or, in the case of any
agreement by an Agent to purchase Securities as principal, such
Agent) shall have received a certificate of the Company's
Executive Vice President and Chief Financial Officer or Senior
Vice President and Controller or Treasurer or a Vice President
assigned to the Controller's Department, dated as of the Closing
Time or the Settlement Date, in each case to the effect (i) that
there has been no such material adverse change, (ii) that the
other representations and warranties of the Company contained in
Section 1 hereof are true and correct with the same force and
effect as though expressly made at and as of the date of such
certificate, (iii) that the Company has complied with all
agreements and satisfied all conditions on its part to be
performed or satisfied at or prior to the date of such
certificate, and (iv) that no stop order suspending the
effectiveness of the Registration Statement has been issued and
no proceedings for that purpose have been initiated or threatened
by the Commission.
(c) At Closing Time and at each Settlement Date (if
required in connection with the purchase of Securities by an
Agent as principal), each Agent (or, if an Agent is purchasing
Securities as principal, such Agent) shall have received from
Price Waterhouse or other independent public accountants of the
Company, a letter, dated as of the Closing Time or such
Settlement Date in form and substance satisfactory to such Agent
as agreed upon between the Company and such Agent.
(d) At the Closing Time and at each Settlement Date,
counsel for the Agents shall have been furnished with such
documents and opinions as they may reasonably require for the
<PAGE> 18
purpose of enabling them to pass upon the issuance and sale of
the Securities as herein contemplated and related proceedings, or
in order to evidence the accuracy and completeness of any of the
representations and warranties, or the fulfillment of any of the
conditions, herein contained; and all proceedings taken by the
Company in connection with the issuance and sale of the
Securities as herein contemplated shall be satisfactory in form
and substance to the Agents and their counsel.
The obligations of an Agent to purchase Securities as
principal will be subject to the provisions of Section 11 and the
following further condition: there shall not have come to the
attention of the Agent obligated to purchase such Securities any
facts that would reasonably cause it to believe that the
Prospectus, at the time it was required to be delivered to a
purchaser of the Securities, contained an untrue statement of a
material fact or omitted to state a material fact necessary in
order to make the statements therein, in light of the
circumstances existing at such time, not misleading.
If any condition specified in this Section shall not
have been fulfilled, this Agreement (or, at the option of an
Agent, any applicable agreement by such Agent to purchase
Securities as principal) may be terminated insofar as it applies
to an Agent by notice to the Company at any time at or prior to
the Closing Time or applicable Settlement Date, and such
termination shall be without liability of any party to any other
party, except that the covenants set forth in Section 3(d)
hereof, the provisions of Section 4 hereof, the indemnity and
contribution agreements set forth in Sections 7 and 8 hereof, and
the provisions of Sections 10 and 13 hereof shall remain in
effect.
SECTION 6. Additional Covenants of the Company. The
Company covenants and agrees that:
(a) Each acceptance by it of an offer for the purchase
of Securities (whether to an Agent as principal or through
an Agent as Agent) shall be deemed to be an affirmation that
the representations and warranties of the Company contained
in this Agreement and in any certificate theretofore
delivered to the Agents pursuant hereto are true and correct
at the time of such acceptance or sale, as the case may be,
and an undertaking that such representations and warranties
will be true and correct at the time of delivery to the
purchaser or his agent, or such Agent, as the case may be,
of the relevant Securities as though made at and as of each
such time (and it is understood that such representations
and warranties shall relate to the Registration Statement
<PAGE> 19
and the Prospectus as amended and supplemented to each such
time).
(b) Each time that the Registration Statement or the
Prospectus shall be amended or supplemented (other than by
an amendment or supplement relating solely to the terms of
Securities, or a change in the principal amount of
Securities to be sold, or similar changes) or there is filed
with the Commission any document incorporated by reference
into the Prospectus, or, if required in connection with the
purchase of Securities by an Agent as principal, the Company
shall furnish or cause to be furnished to the Agents (or, if
such certificate is being furnished in connection with the
purchase of Securities by an Agent as principal, to such
Agent) forthwith a certificate in form satisfactory to the
Agents (or, if such certificate is being furnished in
connection with the purchase of Securities by an Agent as
principal, to such Agent) to the effect that the statements
contained in the certificates referred to in Section 5(b)
hereof which were last furnished to the Agents are true and
correct at the time of such amendment or supplement or
filing or sale, as the case may be, as though made at and as
of such time (except that such statements shall be deemed to
relate to the Registration Statement and the Prospectus as
amended and supplemented to such time) or, in lieu of such
certificate, certificates of the same tenor as the
certificates referred to in said Section 5(b), modified as
necessary to relate to the Registration Statement and the
Prospectus as amended and supplemented to the time of
delivery of such certificates; provided, however, that no
such certificate shall be required upon the filing of a
Current Report on Form 8-K (x) containing only information
concerning quarterly earnings which has been announced to
the general public or (y) containing solely exhibits
relating to an offering of securities other than the
Securities;
(c) Each time that the Registration Statement or the
Prospectus shall be amended or supplemented (other than by
an amendment or supplement relating solely to the terms of
Securities, or a change in the principal amount of
Securities to be sold, or similar changes) or there is filed
with the Commission any document incorporated by reference
into the Prospectus (except for a filing of a Current Report
on Form 8-K (x) containing only information concerning
quarterly earnings which has been announced to the general
public or (y) containing solely exhibits relating to an
offering of securities other than the Securities) or, if
required in connection with the purchase of Securities by an
Agent as principal, the Company shall furnish or cause to be
furnished forthwith to the Agents (or, if such certificate
<PAGE> 20
is being furnished in connection with the purchase of
Securities by an Agent as principal, to such Agent) and the
counsel for the Agents a written opinion of Robert B. Adams,
Esq., Senior Vice President and Deputy General Counsel of
the Company, or other counsel satisfactory to the Agents
receiving such opinion, dated the date of delivery of such
opinion, in form satisfactory to the Agents receiving such
opinion, of the same tenor as the opinion referred to in
Section 5(a)(1) hereof but modified, as necessary, to relate
to the Registration Statement and the Prospectus as amended
and supplemented to the time of delivery of such opinion or,
in lieu of such opinion, counsel last furnishing such
opinion to the Agents shall furnish to the Agent or Agents
entitled to receive such opinion a letter to the effect that
such Agent may rely on such last opinion to the same extent
as though it was dated the date of such letter authorizing
reliance (except that statements in such last opinion shall
be deemed to relate to the Registration Statement and the
Prospectus as amended and supplemented to the time of
delivery of such letter authorizing reliance); and
(d) Each time that the Registration Statement or the
Prospectus shall be amended or supplemented to include
additional financial information or there is filed with the
Commission any document incorporated by reference into the
Prospectus which contains additional financial information
(except for a filing of a Current Report on Form 8-K (x)
containing only information concerning quarterly earnings
which has been announced to the general public or (y)
containing solely exhibits relating to an offering of
securities other than the Securities) or, if required in
connection with the purchase of Securities by an Agent as
principal, the Company shall cause Price Waterhouse or other
independent public accountants of the Company forthwith to
furnish the Agents (or, if such letter is being furnished in
connection with the purchase of Securities by an Agent as
principal, to such Agent) a letter, dated the date of filing
of such amendment, supplement or document with the
Commission, or the date of such sale, as the case may be, in
form satisfactory to the Agent or Agents entitled to receive
such letter, of the same tenor as the letter referred to in
Section 5(c) hereof but modified to relate to the
Registration Statement and Prospectus, as amended and
supplemented to the date of such letter; provided, however,
that if the Registration Statement or the Prospectus is
amended or supplemented solely to include financial
information as of and for a fiscal quarter, Price Waterhouse
or such other accountants may limit the scope of such letter
to the unaudited financial statements included in such
amendment or supplement.
SECTION 7. Indemnification. (a) The Company agrees
to indemnify and hold harmless each Agent and each person, if
<PAGE> 21
any, who controls an Agent within the meaning of Section 15 of
the 1933 Act as follows:
(i) against any and all loss, liability, claim, damage
and expense whatsoever arising out of any untrue statement
or alleged untrue statement of a material fact contained in
the Registration Statement (or any amendment thereto), or
the omission or alleged omission therefrom of a material
fact required to be stated therein or necessary to make the
statements therein not misleading or arising out of any
untrue statement or alleged untrue statement of a material
fact contained in the Prospectus (or any amendment or
supplement thereto) or the omission or alleged omission
therefrom of a material fact necessary in order to make the
statements therein, in light of the circumstances under
which they were made, not misleading, unless such untrue
statement or omission was made in reliance upon and in
conformity with written information furnished to the Company
by such Agent expressly for use in the Registration
Statement (or any amendment thereto) or the Prospectus (or
any amendment or supplement thereto);
(ii) against any and all loss, liability, claim, damage
and expense whatsoever to the extent of the aggregate amount
paid in settlement of any litigation, or investigation or
proceeding by any governmental agency or body, commenced or
threatened, or of any claim whatsoever based upon any such
untrue statement or omission, or any such alleged untrue
statement or omission (except as made in reliance upon and
in conformity with information furnished by such Agent as
aforesaid) if such settlement is effected with the written
consent of the Company; and
(iii) against any and all expense whatsoever (including
the fees and disbursements of counsel chosen by such Agent)
reasonably incurred in investigating, preparing or defending
against any litigation, or investigation or proceeding by
any governmental agency or body, commenced or threatened, or
any claim whatsoever based upon any such untrue statement or
omission or any such alleged untrue statement or omission
(except as made in reliance upon and in conformity with
information furnished by such Agent as aforesaid), to the
extent that any such expense is not paid under (i) or (ii)
above.
(b) Each Agent agrees to indemnify and hold harmless
the Company, its directors, each of its officers who signed the
Registration Statement, and each person, if any, who controls the
Company within the meaning of Section 15 of the 1933 Act against
any and all loss, liability, claim, damage and expense described
in the indemnity contained in subsection (a) of this Section, but
<PAGE> 22
only with respect to untrue statements or omissions, or alleged
untrue statements or omissions, made in the Registration
Statement (or any amendment thereto) or the Prospectus (or any
amendment or supplement thereto) in reliance upon and in
conformity with written information furnished to the Company by
such Agent expressly for use in the Registration Statement (or
any amendment thereto) or the Prospectus (or any amendment or
supplement thereto).
(c) Each indemnified party shall give prompt notice to
each indemnifying party of any action commenced against it in
respect of which indemnity may be sought hereunder but failure to
so notify an indemnifying party shall not relieve it from any
liability which it may have otherwise than on account of this
indemnity agreement. An indemnifying party may participate at
its own expense in the defense of such action. In no event shall
the indemnifying parties be liable for the fees and expenses of
more than one counsel for all indemnified parties in connection
with any one action or separate but similar or related actions in
the same jurisdiction arising out of the same general allegations
or circumstances; provided, however, that when more than one
Agent is an indemnified party, each Agent shall be entitled to
separate counsel in each such jurisdiction to the extent such
Agent may have interests conflicting with those of another Agent
because of the participation of one Agent in a transaction
hereunder in which another Agent did not participate.
(d) Any amounts to be paid an indemnified party by an
indemnifying party pursuant to this Section 7 for losses,
liabilities, claims, damages and other expenses shall be paid as
incurred; provided, however, that amounts so paid shall be
returned to the indemnifying party in the event that it is
ultimately determined that the indemnified party was not entitled
to such payment.
SECTION 8. Contribution. In order to provide for just
and equitable contribution in circumstances in which the
indemnity agreement provided for in Section 7 is for any reason
held to be unavailable to an Agent other than in accordance with
its terms, the Company and such Agent shall contribute to the
aggregate losses, liabilities, claims, damages and expenses of
the nature contemplated by said indemnity agreement incurred by
the Company and such Agent with respect to Securities sold to or
through such Agent in such proportions that such Agent is
responsible for that portion represented by the percentage that
the total commissions and underwriting discounts received by such
Agent to the date of such liability bears to the total sales
price received by the Company from the sale of Securities made to
or through such Agent to the date of such liability, and the
Company is responsible for the balance. If, however, the
allocation provided by the immediately preceding sentence is not
<PAGE> 23
permitted by applicable law or if an Agent failed to give the
notice required under Section 7(c), then the Company and the
Agent involved shall contribute to such aggregate losses,
liabilities, claims, damages and expenses in such proportion as
is appropriate to reflect not only the percentage described in
the immediately preceding sentence but also the relative fault of
the Company and such Agent in connection with the statements or
omissions which resulted in such liabilities, claims, damages and
expenses, as well as any other relevant equitable considerations.
The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company or
such Agent and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement
or omission. The Company and the Agents agree that it would not
be just and equitable if contributions pursuant to this Section 8
were determined pro rata (even if the Agents were treated as one
entity for such purpose) or by any other method of allocation
which does not take account of the equitable considerations
referred to in this Section 8. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
1933 Act) shall be entitled under this Section 8 to contribution
from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section, each person, if
any, who controls an Agent within the meaning of Section 15 of
the 1933 Act shall have the same rights to contribution as such
Agent, and each director of the Company, each officer of the
Company who signed the Registration Statement, and each person,
if any, who controls the Company within the meaning of Section 15
of the 1933 Act shall have the same rights to contribution as the
Company. Any amounts to be paid a party pursuant to this Section
8 for losses, liabilities, claims, damages and other expenses
shall be paid as incurred; provided, however, that amounts so
paid shall be returned to the paying party in the event that it
is ultimately determined that the party that received payment was
not entitled to such payment.
SECTION 9. Status of the Agents. In the event the
Company and an Agent agree that an Agent shall act as agent of
the Company in soliciting purchases of the Securities from the
Company, any such Agent shall be acting solely as agent for the
Company and not as principal. Each Agent will make reasonable
efforts to assist the Company in obtaining performance by each
purchaser whose offer to purchase Securities from the Company has
been solicited or received by such Agent and accepted by the
Company but such Agent shall not have any liability to the
Company in the event any such purchase is not consummated for any
reason.
<PAGE> 24
Nothing herein contained shall constitute the Agents an
association, joint venture or partnership, with the Company or
with each other, or, except as expressly provided in Section 14
hereof with respect to purchases of Securities as principal by
more than one Agent, render any Agent liable for the obligation
of any other Agent to purchase Securities from the Company.
SECTION 10. Representations, Warranties and Agreements
to Survive Delivery. All representations, warranties and
agreements contained in this Agreement, or contained in
certificates of officers of the Company submitted pursuant
hereto, shall remain operative and in full force and effect,
regardless of any investigation made by or on behalf of the
Agents or any controlling person, or by or on behalf of the
Company, and shall survive each delivery of and payment for any
of the Securities.
SECTION 11. Termination. This Agreement (excluding
any agreement hereunder by an Agent to purchase Securities as
principal) may be terminated with respect to the participation of
any party hereto for any reason at any time by such party upon
the giving of 30 days' written notice of such termination to the
other parties hereto. An Agent may also terminate any agreement
hereunder by such Agent to purchase Securities as principal,
immediately upon notice to the Company, at any time prior to the
Settlement Date relating thereto (i) if there has been, since the
respective dates as of which information is given in the
Registration Statement, except as set forth in or contemplated by
the Registration Statement or Prospectus as of the date of such
agreement, any material change in the liabilities or obligations
of the Company or the Bank or any material adverse change in, or
development materially and adversely affecting, the financial
position of the Company or the Bank, (ii) if there has occurred
any outbreak or escalation of hostilities or other calamity or
crisis the effect of which on the financial markets of the United
States is such as to make it, in such Agent's judgment,
impracticable to market the Securities or enforce contracts for
the sale of the Securities, (iii) if trading in any securities of
the Company has been suspended by the Commission or a national
securities exchange, or if trading generally on the New York
Stock Exchange has been suspended, or minimum or maximum prices
for trading have been fixed, or maximum ranges for prices for
securities have been required, by either of said exchanges or by
order of the Commission or any other governmental authority, or
if a banking moratorium has been declared by either Federal or
New York authorities or (iv) if the rating assigned by Moody's
Investors Service, Inc. or Standard & Poor's Corporation to any
debt securities of the Company as of the time of any agreement by
an Agent to purchase Securities as principal shall have been
lowered since that time or if any such rating agency shall have
publicly announced that it has placed any debt securities of the
<PAGE> 25
Company on what is commonly termed a "watch list" for possible
downgrading. In the event of any such termination by any party
hereto, no other party will have any liability to such party and
such party will not have any liability to any other party hereto,
except that (i) in the case of a termination pursuant to the
first sentence of this Section 11, the Agents shall be entitled
to any commissions earned in accordance with the third paragraph
of Section 2(b) hereof, (ii) if at the time of termination (A)
the Agents shall own any of the Securities with the intention of
reselling them or (B) an offer to purchase any of the Securities
has been accepted by the Company but the time of delivery to the
purchaser or his agent of the Securities or Securities relating
thereto has not occurred, the covenants set forth in Sections 3
and 6 hereof shall remain in effect until such Securities are so
resold or delivered, as the case may be, and (iii) the covenant
set forth in Section 3(d) hereof, the provisions of Section 4
hereof, the indemnity agreement set forth in Section 7 hereof,
the contribution agreement set forth in Section 8 hereof, and the
provisions of Sections 10 and 13 hereof shall remain in effect.
SECTION 12. Notices. All notices and other
communications hereunder shall be in writing and shall be deemed
to have been duly given if mailed or transmitted by any standard
form of telecommunication. Notices to the Company shall be
directed to it at 1 Chase Manhattan Plaza, New York, New York
10081, Attention of the Secretary, with copies to Arjun K.
Mathrani, Executive Vice President and Chief Financial Officer,
at the same address; notices to Smith Barney Inc. shall be
directed to it at 1345 Avenue of the Americas, 46th Floor, New
York, NY 10105 Attention: Frank W. Hamilton III, Continuously
Offered Products Group or, in the case of any party, to such
other address or person as such party shall specify to each other
party by a notice given in accordance with the provisions of this
Section 12.
SECTION 13. Parties. This Agreement shall inure to
the benefit of and be binding upon the Agents and the Company and
their respective successors. Nothing expressed or mentioned in
this Agreement is intended or shall be construed to give any
person, firm or corporation, other than the parties hereto and
their respective successors and the controlling persons and
officers and directors referred to in Sections 7 and 8 and their
heirs and legal representatives, any legal or equitable right,
remedy or claim under or in respect of this Agreement or any
provision herein contained. This Agreement and all conditions
and provisions hereof are intended to be for the sole and
exclusive benefit of the parties hereto and their respective
successors and said controlling persons and officers and
directors and their heirs and legal representatives, and for the
benefit of no other person, firm or corporation. No purchaser of
<PAGE> 26
Securities shall be deemed to be a successor by reason merely of
such purchase.
SECTION 14. Default by an Agent Purchasing Securities
as Principal. If any Agent or Agents purchasing Securities as
principal hereunder shall fail to purchase and pay for any of the
Securities agreed in such transaction to be purchased by such
Agent or Agents, and such failure to purchase shall constitute a
default in the performance of its or their obligations to
purchase such Securities in such transaction, then: (a) if the
aggregate principal amount of Securities which the defaulting
Agent or Agents agreed but failed to purchase as principal does
not exceed 10% of the aggregate principal amount of Securities
agreed to be purchased in such transaction by all Agents, the
Company shall have the right to require each nondefaulting Agent
to purchase at the applicable Settlement Date the aggregate
principal amount of Securities which such Agent agreed to
purchase as principal in such transaction, and, in addition, to
require each nondefaulting Agent to purchase its pro rata
proportion of the Securities (based on the aggregate principal
amount of Securities such nondefaulting Agent agreed to purchase
as principal in such transaction) originally agreed to be
purchased by such defaulting Agent or Agents; but nothing herein
shall relieve a defaulting Agent of its liability, if any, to the
Company and any nondefaulting Agent for its default hereunder; or
(b) if the aggregate principal amount of Securities which the
defaulting Agent or Agents agreed but failed to purchase as
principal exceeds 10% of the aggregate principal amount of
Securities agreed to be purchased in such transaction by all
Agents, or if the Company shall not exercise the right described
in clause (a) above to require nondefaulting Agents to purchase
Securities of a defaulting Agent or Agents, the nondefaulting
Agent or Agents shall have the right to purchase all, but shall
not be under any obligation to purchase any, of the Securities
agreed by the Agents to be purchased as principal in such
transaction, and if such nondefaulting Agent or Agents do not
purchase all such Securities, the applicable agreement to
purchase such Securities as principal shall terminate without
liability to any nondefaulting Agent or the Company, except for
the indemnity and contribution agreements in Sections 7 and 8
hereof and the expense provisions provided in Section 4 hereof;
but nothing herein shall relieve a defaulting Agent of its
liability, if any, to the Company and any nondefaulting Agent for
its default hereunder.
In the event of a default by any Agent as set forth in
this Section 14, the Settlement Date with respect to such
purchase of Securities as principal shall be postponed for such
period, not exceeding seven days, as the lead nondefaulting Agent
or, if no Agent is the lead nondefaulting Agent, the
nondefaulting Agent or Agents, shall determine in order that the
<PAGE> 27
required changes in the Registration Statement and the Prospectus
or Pricing Supplement or in any other document or arrangements
may be effected.
SECTION 15. Governing Law. This Agreement and the
rights and obligations of the parties created hereby shall be
governed by the laws of the State of New York.
<PAGE> 28
If the foregoing is in accordance with your
understanding of our agreement, please sign and return to the
Company a counterpart hereof, whereupon this instrument along
with all counterparts will become a binding agreement between you
and the Company in accordance with its terms.
Very truly yours,
THE CHASE MANHATTAN CORPORATION
By:/s/ Arjun K. Mathrani
-------------------------
Name: Arjun K. Mathrani
Title: Executive Vice President
and Chief Financial Officer
CONFIRMED AND ACCEPTED, as of the
date first above written:
SMITH BARNEY INC.
By: /s/ Frank W. Hamilton III
- ---------------------------
Name: Frank W. Hamilton III
Title: Director
<PAGE> 29
SCHEDULE A
Commission Rates
(as a percentage of
Maturity Range principal amount)
- -------------- -------------------
More than 9 months up to 1 year .20%
In excess of 1 year up to 2 years .40
In excess of 2 years up to 3 years .60
In excess of 3 years up to 4 years .75
In excess of 4 years up to 5 years 1.00
In excess of 5 years up to 6 years 1.50
In excess of 6 years up to 7 years 2.00
In excess of 7 years up to 10 years 2.25
In excess of 10 years up to 15 years 2.50
In excess of 15 years up to 20 years 2.75
In excess of 20 years up to 30 years 3.00
More than 30 years To be negotiated between
the Agent and the Company
at the time of such sale.
<PAGE> 30
EXHIBIT A
The following terms, if applicable, shall be agreed to by
the Agent and the Company in connection with each sale of
Securities:
Principal Amount: $_____________
(or principal amount of foreign currency)
Interest Rate:
If Fixed Rate Note, Interest Rate:
If Floating Rate Note:
Interest Rate Basis:
Initial Interest Rate:
Initial Interest Reset Date:
Spread or Spread Multiplier, if any:
Interest Rate Reset Month(s):
Interest Payment Month(s):
Index Maturity:
Maximum Interest Rate, if any:
Minimum Interest Rate, if any:
Interest Rate Reset Furrowed:
Interest Payment Period:
Interest Payment Date:
Calculation Agent:
If Redeemable:
Initial Redemption Date:
Initial Redemption Percentage:
Annual Redemption Percentage Reduction:
Date of Maturity:
Purchase Price: ____%
Settlement Date and Time:
Currency of Denomination:
Denominations (if currency is other than
U.S. dollar):
Currency of Payment:
Additional Terms:
Exceptions, if any, to Section 3(k) of
Distribution Agreement:
[Stand-off provision is applicable to
Securities.] [Stand-off provision is
inapplicable to Securities.]
[Describe other exceptions, if any]
[The following documents referred to in the
Distribution Agreement shall be delivered as a
condition to settlement:
<PAGE> 31
[Officer's Certificates pursuant to
Section 6(b).]
Legal Opinion pursuant to
Section 6(c).]
Comfort Letter pursuant to
Section 6(d).]]
<PAGE> 32
EXHIBIT B
(Three copies of this Delayed Delivery Contract should
be signed and returned to the address shown below so as to arrive
not later than __:00 A.M., New York time, on
________________________, 19__.)
DELAYED DELIVERY CONTRACT
[Insert date of offering
of Securities to be sold]
THE CHASE MANHATTAN CORPORATION
c/o [Insert name and address
of Agent]
Attention:
Gentlemen:
The undersigned hereby agrees to purchase from The
Chase Manhattan Corporation, a Delaware corporation (the
"Company"), and the Company agrees to sell to the undersigned, as
of the date hereof, for delivery on _______________ (the
"Delivery Date"), $______________ principal amount of the
Company's ___________________ (hereinafter called "Securities"),
offered by the Company's Prospectus relating thereto, receipt of
a copy of which is hereby acknowledged, at _______% of the
principal amount thereof plus accrued interest, if any, and on
the further terms and conditions set forth in this Delayed
Delivery Contract ("Contract").
Payment for the Securities which the undersigned has
agreed to purchase for delivery on the Delivery Date shall be
made to the Company or its order in immediately available funds
in New York, New York, at 10:00 A.M., New York City time, at the
offices of the Company, 1 Chase Manhattan Plaza, New York, New
York 10081, on the Delivery Date upon delivery to the undersigned
of the Securities to be purchased by the undersigned in
definitive form and in such denominations and registered in such
names as the undersigned may designate by written or telegraphic
communication addressed to the Company not less than five full
business days prior to the Delivery Date.
It is expressly agreed that the provisions for delayed
delivery and payment are for the sole convenience of the
<PAGE> 33
undersigned; that the purchase hereunder of Securities is to be
regarded in all respects as a purchase as of the date of this
Contract; that the obligation of the Company to make delivery of
and accept payment for, and the obligation of the undersigned to
take delivery of and make payment for, Securities on the Delivery
Date shall be subject only to the condition that investment in
the Securities shall not at the Delivery Date be prohibited under
the laws of any jurisdiction in the United States to which the
undersigned is subject.
The undersigned represents that its investment in such
Securities is not, as of the date hereof, prohibited under the
laws of any jurisdiction to which the undersigned is subject and
which govern such investment.
Promptly after receipt of a request therefor from the
undersigned, the Company will mail or deliver to the undersigned
at its address set forth below a copy of the opinion of counsel
for the Company delivered to the Company's agents in connection
with the offering of the Securities to the public through such
events.
This Contract will inure to the benefit of and be
binding upon the parties hereto and their respective successors,
but will not be assignable by either party hereto without the
written consent of the other.
This Contract may be executed by either of the parties
hereto in any number of counterparts, each of which shall be
deemed to be an original, but all such counterparts shall
together constitute one and the same instrument.
It is understood that the acceptance of any such
Contract (including this Contract) is in the Company's sole
discretion and, without limiting the foregoing, need not be on a
first-come, first-served basis. If this Contract is acceptable
to the Company, it is requested that the Company sign the form of
acceptance below and mail or deliver one of the counterparts
<PAGE> 34
hereof to the undersigned at its address set forth below. This
will become a binding contract between the Company and the
undersigned when such counterpart is so mailed or delivered.
Yours very truly,
______________________________
(Name of Buyer)
By____________________________
______________________________
(Name and Title of Signatory)
______________________________
______________________________
(Address of Buyer)
Accepted, as of the date
first above written
THE CHASE MANHATTAN CORPORATION
By_____________________________
_______________________________
(Title)
ACE0244C
<PAGE> 1
IF THIS NOTE IS REGISTERED IN THE NAME OF CEDE & CO. AS NOMINEE
FOR THE DEPOSITORY TRUST COMPANY, THEN THE FOLLOWING LEGEND SHALL
APPLY:
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF
THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) 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 SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "ORIGINAL YIELD TO
MATURITY" AND "INITIAL SHORT ACCRUAL PERIOD OID" (COMPUTED UNDER
THE EXACT METHOD) SET FORTH BELOW HAVE BEEN COMPLETED SOLELY FOR
THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL ISSUE
DISCOUNT RULES.
CUSIP:
REGISTERED REGISTERED
No.FXRR $
THE CHASE MANHATTAN CORPORATION
SENIOR MEDIUM-TERM NOTE, SERIES C
(Fixed Rate)
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY
DATE:
____________________ ________% __________________
INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
DATE: PERCENTAGE: PERCENTAGE REDUCTION:
____________________ __________________ __________________
<PAGE> 2
HOLDER'S OPTIONAL TOTAL AMOUNT OF OID: ORIGINAL YIELD TO
REPAYMENT DATE(S): MATURITY:
__________________ ___________________ _________________
INITIAL SHORT ACCRUAL ISSUE PRICE: OTHER PROVISIONS:
PERIOD OID:
________________ ________________ _________________
The Chase Manhattan Corporation, a Delaware corporation
(the "Company"), for value received, hereby promises to pay to
, , or registered assigns, the principal sum of
DOLLARS
on the Stated Maturity Date specified above (except to the extent
redeemed or repaid prior to the Stated Maturity Date), and to pay
interest thereon at the Interest Rate per annum specified above,
until the principal hereof is paid or duly made available for
payment, on the fifteenth day of each month (each an "Interest
Payment Date") in each year commencing on the first Interest
Payment Date next succeeding the Original Issue Date specified
above, unless the Original Issue Date occurs between a Regular
Record Date, as defined below, and the next succeeding Interest
Payment Date, in which case commencing on the second Interest
Payment Date succeeding the Original Issue Date, to the registered
holder of such Note on the Regular Record Date with respect to
such Interest Payment Date, and on the Stated Maturity Date shown
above (or any Redemption Date as defined below or any Holder's
Optional Repayment Date with respect to which such option has been
exercised, each such Stated Maturity Date, Redemption Date and
Holder's Optional Repayment Date being herein referred to as a
"Maturity Date" with respect to the principal payable on such
date). Interest on this Note will accrue from the most recent
Interest Payment Date to which interest has been paid or duly
provided for or, if no interest has been paid or duly provided
for, from the Original Issue Date specified above until the
principal hereof has been paid or duly made available for payment.
If the Maturity Date or an Interest Payment Date falls on a day
which is not a Business Day as defined below, principal, premium,
if any, or interest payable with respect to such Maturity Date or
Interest Payment Date will be paid on the next succeeding Business
Day with the same force and effect as if made on such Maturity
Date or Interest Payment Date, as the case may be, and no interest
on such payment shall accrue for the period from and after such
Maturity Date or Interest Payment Date, as the case may be. The
interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, subject to certain exceptions, be
paid to the Person in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on the
Regular Record Date for such interest, which shall be the first
<PAGE> 3
day of the month (whether or not a Business Day) next preceding
such Interest Payment Date; provided, however, that interest
payable on any Maturity Date will be payable to the Person to whom
the principal hereof shall be payable. 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 either
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 Paying and Authenticating Agent (referred to
below), notice whereof shall be given to the Holder of this Note
not less than 10 days prior to such Special Record Date, or may be
paid at any time in any other lawful manner, all as more fully
provided in the Indenture (referred to below).
As used herein, "Business Day" means any day other than a
Saturday, Sunday, legal holiday or other day on which banks in
The City of New York are required or authorized by law or
executive order to close.
Payment of the principal of, premium, if any, and interest
due on this Note will be made in immediately available funds at
the office or agency of the Company maintained for that purpose in
the Borough of Manhattan, 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; provided,
however, that payment of interest on any Interest Payment Date
other than the Maturity Date may be made at the option of the
Company by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register.
This Senior Medium-Term Note, Series C is one of a duly
authorized series of Senior Debt Securities (hereinafter called
the "Securities") of the Company issued and to be issued under an
Indenture dated as of July 1, 1986, as supplemented by a First
Supplemental Indenture, dated as of November 1, 1990 and as
further supplemented by a Second Supplemental Indenture, dated as
of May 1, 1991 (as supplemented, the "Indenture") between the
Company and Bankers Trust Company, 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 thereunder of the Company, the Trustee and the Holders of
the Senior Medium-Term Notes, Series C (the "Senior Medium-Term
Notes" or the "Notes") and the terms upon which the Senior
Medium-Term Notes are, and are to be, authenticated and delivered.
The Chase Manhattan Bank, N.A., acting through its corporate trust
offices in The City of New York, is the initial paying agent for
the payment of interest and principal of the Senior Medium-Term
Notes (the "Paying Agent"); and The Chase Manhattan Bank, N.A.
<PAGE> 4
acting through its corporate trust offices in The City of New York
is the authenticating agent for the Senior Medium-Term Notes (the
"Paying and Authenticating Agent"). The Senior Medium-Term Notes
may bear different Original Issue Dates, mature at different
times, bear interest at different rates and vary in such other
ways as are provided in the Indenture.
This Note is not subject to any sinking fund.
This Note may be subject to repayment at the option of the
Holder on any Holder's Optional Repayment Date(s), if any,
indicated above. If no Holder's Optional Repayment Dates are set
forth above, this Note may not be so repaid at the option of the
Holder hereof prior to the Stated Maturity Date. On any Holder's
Optional Repayment Date this Note shall be repayable in whole or
in part in increments of $1,000 (provided that any remaining
principal hereof shall be at least $1,000) at the option of the
Holder hereof at a repayment price equal to 100% of the principal
amount to be repaid, together with interest thereon payable to the
date of repayment. For this Note to be repaid in whole or in part
at the option of the Holder hereof, this Note must be received,
with the form entitled "Option to Elect Repayment" below duly
completed, by the Paying and Authenticating Agent at the principal
corporate trust office of The Chase Manhattan Bank, N.A. in The
City of New York, or such other address which the Company shall
from time to time notify the Holders of the Senior Medium-Term
Notes, not more than 60 nor less than 30 days prior to an Optional
Repayment Date. Exercise of such repayment option by the Holder
hereof shall be irrevocable.
This Note may be redeemed at the option of the Company on any
date on and after the Initial Redemption Date, if any, specified
above (the "Redemption Date"). If no Initial Redemption Date is
set forth above, this Note may not be redeemed at the option of
the Company prior to the Stated Maturity Date. On and after the
Initial Redemption Date, if any, this Note may be redeemed at any
time in whole or from time to time in part in increments of $1,000
(provided that any remaining principal hereof shall be at least
$1,000) at the option of the Company at the applicable Redemption
Price (as defined below) together with interest thereon payable to
the Redemption Date, on notice given to the Holder not more than
60 nor less than 30 days prior to the Redemption Date. In the
event of redemption of this Note in part only, a new Note for the
unredeemed portion hereof shall be issued in the name of the
Holder hereof upon the surrender hereof.
The Company will not be required to make any payment with
respect to any tax, assessment or other governmental charge
imposed by any government or any political subdivision or taxing
authority thereof or therein.
<PAGE> 5
Notices to the holders of the Notes with respect to
redemption as provided above will be mailed first class mail,
postage prepaid, to the holders' addresses listed in the register
maintained by the Registrar not more than 60 nor less than 30 days
prior to the Redemption Date.
If this Note is redeemable at the option of the Company, the
"Redemption Price" shall initially be the Initial Redemption
Percentage, specified above, of the principal amount of this Note
to be redeemed and shall decline at each anniversary of the
Initial Redemption Date by the Annual Redemption Percentage
Reduction, if any, specified above, of the principal amount to be
redeemed until the Redemption Price is 100% of such principal
amount.
The "Amortized Face Amount" of an Original Issue Discount
Note shall be the amount equal to (i) the Issue Price set forth
above plus (ii) that portion of the difference between the Issue
Price and the principal amount of such Note that has accrued at
the Original Yield to Maturity (computed in accordance with
generally accepted United States bond yield computation
principles) by the date of calculation, as calculated by the
Paying and Authenticating Agent, but in no event shall the
Amortized Face Amount of an Original Issue Discount Note exceed
its principal amount.
Interest payments on this Note will include interest accrued
to but excluding the Interest Payment Date or the Maturity Date,
as the case may be. Interest payments for this Note will be
computed and paid on the basis of a 360-day year of twelve 30-day
months.
If an Event of Default with respect to the Senior Medium-Term
Notes shall occur and be continuing, the Trustee or the Holders of
not less than 25% in principal amount (or Amortized Face Amount,
in the case of Original Issue Discount Notes) of the Outstanding
Senior Medium-Term Notes may declare the principal (or Amortized
Face Amount, in the case of Original Issue Discount Notes) of all
the Senior Medium-Term Notes due and payable in the manner and
with the effect provided in the Indenture.
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
the Securities of each series to be affected under the Indenture
at any time by the Company and the Trustee with the consent of the
Holders of 66 2/3% in aggregate principal amount of the Securities
at the time outstanding of each series affected thereby. The
Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the
<PAGE> 6
Securities of each series at the time outstanding, on behalf of
the Holders of all Securities of each series, to waive 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 time, place, and
rate, and in the currency, currency unit or composite currency,
prescribed herein and in the Indenture.
The Indenture contains provisions for defeasance at any time
of the entire indebtedness of the Company on this Note, upon
compliance by the Company with certain conditions set forth
therein, which provisions apply to this Note.
As provided in the Indenture, and subject to certain
limitations therein set forth, the transfer of this Note may be
registered 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 Borough of Manhattan, The City of New York,
duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Securities
Registrar, and this Note duly executed by the Holder hereof or by
such Holder's attorney duly authorized in writing and thereupon
one or more new Senior Medium-Term Notes, of authorized
denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
The Senior Medium-Term Notes are issuable only in registered
form without coupons in minimum denominations of $1,000 or any
amount in excess thereof which is an integral multiple of $1,000.
As provided in the Indenture, and subject to certain limitations
therein set forth, the Senior Medium-Term Notes are exchangeable
for a like aggregate principal amount of Senior Medium-Term Notes
in authorized denominations, as requested by the Holder surrender-
ing the same.
No service charge will 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> 7
Prior to due presentment of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company or
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.
No recourse shall be had for the payment of the principal of
(and premium, if any) or the interest on this Note, or for any
claim based hereon, or otherwise in respect hereof, or based on or
in respect of the Indenture or any indenture supplemental thereto,
against any incorporator, shareholder, officer or director, as
such, past, present or future, of the Company or any successor
corporation, whether by virtue of any constitution, statute or
rule of law, or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by the acceptance hereof and
as part of the consideration for the issue hereof, expressly
waived and released.
The Indenture and the Senior Medium-Term Notes shall be
governed by and construed in accordance with the laws of the State
of New York applicable to agreements made and to be performed in
such State.
All terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
Unless the Certificate of Authentication hereon has been
executed by the Authenticating Agent or the Trustee 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.
<PAGE> 8
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed, manually or in facsimile, and its
corporate seal to be imprinted hereon.
THE CHASE MANHATTAN CORPORATION
By: __________________________
[SEAL] By: __________________________
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series
designated therein referred to in the
within-mentioned Indenture.
Bankers Trust Company, or Bankers Trust Company,
as Trustee as Trustee
By: The Chase Manhattan Bank, N.A.,
as Authenticating Agent
By:__________________ By:__________________
Authorized Officer Authorized Officer
<PAGE> 9
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s)
the Company to repay this Note (or portion hereof specified below)
pursuant to its terms at a price equal to the principal amount
hereof together with interest to the repayment date, to the
undersigned, at ________________________________
__________________________________________________________________
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, this Note must be received at a
corporate trust office of The Chase Manhattan Bank, N.A. in The
City of New York or at such other place or places which the
Company shall from time to time notify the Holder of this Note,
not more than 60 nor less than 30 days prior to the Holder's
Optional Repayment Date, if any, specified above, with this
"Option to Elect Repayment" form duly completed. Exercise of such
repayment option by the Holder hereof shall be irrevocable. In
the event of repayment of this Note in part only, a new Note or
Notes for the amount of the unpaid portion hereof shall be issued
in the name of the Holder hereof upon the cancellation hereof.
If less than the entire principal amount of this Note is to
be repaid, specify the portion hereof (which shall be in
increments of $1,000) which the Holder elects to have repaid and
specify the denomination or denominations (each of which shall be
$1,000 or an integral multiple of $1,000 in excess of $1,000) of
the Senior Medium-Term Notes to be issued to the Holder for the
portion of this Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not
being repaid).
$ ____________________ _________________________________
NOTICE: The signature on this
Date ________________ Option to Elect Repayment must
correspond with the name as written
upon this Note in every particular,
without alteration or enlargement or
any change whatever.
<PAGE> 10
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............
(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> 11
_____________________________
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, and does hereby
irrevocably constitute and appoint ______________________________
______________________________________________________ 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.
ACE0244E
<PAGE> 1
IF THIS NOTE IS REGISTERED IN THE NAME OF CEDE & CO. AS NOMINEE
FOR THE DEPOSITORY TRUST COMPANY, THEN THE FOLLOWING LEGEND SHALL
APPLY:
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF
THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) 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 SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "ORIGINAL YIELD TO
MATURITY" AND "INITIAL SHORT ACCRUAL PERIOD OID" (COMPUTED UNDER
THE EXACT METHOD) SET FORTH BELOW HAVE BEEN COMPLETED SOLELY FOR
THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL ISSUE
DISCOUNT RULES.
CUSIP:
REGISTERED REGISTERED
No. FLRR $
THE CHASE MANHATTAN CORPORATION
SENIOR MEDIUM-TERM NOTE, SERIES C
(Floating Rate)
INTEREST RATE BASIS: ORIGINAL ISSUE DATE: STATED MATURITY DATE:
____________________ ____________________ _____________________
INDEX MATURITY: INITIAL INTEREST RATE: INTEREST PAYMENT
DATES:
____________________ ____________________ _____________________
SPREAD: INITIAL INTEREST RESET INTEREST RATE RESET
DATE: DATES:
____________________ ____________________ ____________________
SPREAD MULTIPLIER: INITIAL REDEMPTION DATE: MAXIMUM INTEREST
RATE:
____________________ ____________________ ____________________
<PAGE> 2
INITIAL REDEMPTION MINIMUM INTEREST RATE: ANNUAL REDEMPTION
PERCENTAGE: PERCENTAGE REDUCTION:
___________________ ____________________ _____________________
HOLDER'S OPTIONAL CALCULATION AGENT: ORIGINAL YIELD TO
REPAYMENT DATE(S): MATURITY:
___________________ ____________________ _____________________
INITIAL SHORT ACCRUAL TOTAL AMOUNT OF OID: ISSUE PRICE:
PERIOD OID:
___________________ ____________________ ___________________
INDEX CURRENCY: DESIGNATED LIBOR PAGE: OTHER PROVISIONS:
Reuters _
______________ Telerate _ _________________
The Chase Manhattan Corporation, a Delaware corporation (the
"Company"), for value received, hereby promises to pay to
,
or registered assigns, the principal sum of
DOLLARS
on the Stated Maturity Date specified above (except to the extent
redeemed or repaid prior to the Stated Maturity Date), and to pay
interest thereon at a rate per annum equal to the Initial Interest
Rate specified above until the Initial Interest Reset Date
specified above and thereafter at a rate determined in accordance
with the provisions set forth below, depending upon the Interest
Rate Basis specified above, until the principal hereof is paid or
duly made available for payment. The Company will pay interest on
Interest Payment Dates specified above, commencing with the first
Interest Payment Date next succeeding the Original Issue Date
specified above, and on the Stated Maturity Date (or any
Redemption Date as defined below or any Holder's Optional
Repayment Date with respect to which such option has been
exercised, each such Stated Maturity Date, Redemption Date and
Holder's Optional Repayment Date being hereinafter referred to as
a "Maturity Date" with respect to the principal repayable on such
date); provided, however, that if the Original Issue Date occurs
between a Regular Record Date, as defined below, and the next
succeeding Interest Payment Date, interest payments will commence
on the second Interest Payment Date next succeeding the Original
Issue Date, to the registered holder of this Note on the Regular
Record Date with respect to such Interest Payment Date; and
<PAGE> 3
provided, further, that if an Interest Payment Date (other than an
Interest Payment Date that occurs on any Maturity Date) would fall
on a day that is not a Business Day, as defined below, such
Interest Payment Date shall be the next day that is a Business
Day, except in the case that the Interest Rate Basis is LIBOR or
LIBID, if such next Business Day falls in the next succeeding
calendar month, such Interest Payment Date will be the next
preceding day that is a Business Day. If any Maturity Date of
this Note should fall on a day that is not a Business Day, the
payment of interest, principal or premium, if any, due on such
date shall be made on the next day that is a Business Day and no
additional interest on such amounts shall accrue from such
Maturity Date to and including the date on which any such payment
is required to be made. Interest payable on this Note on any
Interest Payment Date will include interest accrued from the
Original Issue Date, or the most recent date for which interest
has been paid or duly provided for, to, but excluding, such
Interest Payment Date; provided, however, that if the period
between Interest Rate Reset Dates with respect to this Note is
daily or weekly, interest payable on any Interest Payment Date
will include interest accrued to and including the Regular Record
Date next preceding such Interest Payment Date, except that
interest payable on any Maturity Date will include interest
accrued to, but excluding, such Maturity Date. The interest so
payable, and punctually paid or duly provided for, on any Interest
Payment Date will, subject to certain exceptions, be paid to the
Person in whose name this Note (or one or more predecessor Notes)
is registered at the close of business on the date 15 calendar
days prior to an Interest Payment Date or if the Interest Payment
Date is the 15th day of the month, the first day of such month (in
each case, whether or not a Business Day, the "Regular Record
Date"); provided, however, that interest payable on any Maturity
Date will be payable to the Person to whom the principal hereof
shall be payable. 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 either be paid to the Person
in whose name this Note (or one or more Predecessor Notes) 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
(referred to below), notice whereof shall be given to the Holder
of this Note not less than 10 days prior to such Special Record
Date, or may be paid at any time in any other lawful manner, all
as more fully provided in the Indenture (referred to below).
Payment of the principal of, premium, if any, and interest
due on this Note will be made in immediately available funds at
the office or agency of the Company maintained for that purpose in
the Borough of Manhattan, 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; provided,
however, that payment of interest on any Interest Payment Date
<PAGE> 4
other than the Maturity Date may be made at the option of the
Company by check mailed to the address of Person entitled thereto
as such address shall appear in the Security Register.
This Senior Medium-Term Note, Series C is one of a duly
authorized series of Senior Debt Securities (hereinafter called
the "Securities") of the Company issued and to be issued under an
Indenture dated as of July 1, 1986, as supplemented by a First
Supplemental Indenture, dated as of November 1, 1990 and as
further supplemented by a Second Supplemental Indenture, dated as
of May 1, 1991 (as supplemented, the "Indenture") between the
Company and Bankers Trust Company, 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 thereunder of the Company, the Trustee and the Holders of
the Senior Medium-Term Notes, Series C (the "Senior Medium-Term
Notes" or the "Notes") and the terms upon which the Senior
Medium-Term Notes are, and are to be, authenticated and delivered.
The Chase Manhattan Bank, N.A., acting through its corporate trust
offices in The City of New York, is the initial paying agent for
the payment of interest and principal of the Senior Medium-Term
Notes (the "Paying Agent"); and The Chase Manhattan Bank, N.A.
acting through its corporate trust offices in The City of New York
is the authenticating agent for the Senior Medium-Term Notes (the
"Paying and Authenticating Agent"). The Senior Medium-Term Notes
may bear different Original Issue Dates, mature at different
times, bear interest at different rates and vary in such other
ways as are provided in the Indenture.
This Note is not subject to any sinking fund.
This Note may be subject to repayment at the option of the
Holder on the Holder's Optional Repayment Date(s), if any,
indicated above. If no Holder's Optional Repayment Dates are set
forth above, this Note may not be so repaid at the option of the
Holder hereof prior to the Stated Maturity Date. On any Holder's
Optional Repayment Date, this Note shall be repayable in whole or
in part in increments of $1,000 (provided that any remaining
principal hereof shall be at least $1,000) at the option of the
Holder hereof at a repayment price equal to 100% of the principal
amount to be repaid, together with interest thereon payable to the
date of repayment. For this Note to be repaid in whole or in part
at the option of the Holder hereof, this Note must be received,
with the form entitled "Option to Elect Repayment" below duly
completed, by the Paying and Authenticating Agent at the principal
corporate trust office of The Chase Manhattan Bank, N.A. in The
City of New York, or such other address which the Company shall
from time to time notify the Holders of the Senior Medium-Term
Notes, not more than 60 nor less than 30 days prior to a Holder's
<PAGE> 5
Optional Repayment Date. Exercise of such repayment option by the
Holder hereof shall be irrevocable.
This Note may be redeemed at the option of the Company on any
date on and after the Initial Redemption Date, if any, specified
above (the "Redemption Date"). If no Initial Redemption Date is
set forth above, this Note may not be redeemed at the option of
the Company prior to the Stated Maturity Date. On and after the
Initial Redemption Date, if any, this Note may be redeemed at any
time in whole or from time to time in part in increments of $1,000
(provided that any remaining principal hereof shall be at least
$1,000) at the option of the Company at the applicable Redemption
Price (as defined below) together with interest thereon payable to
the Redemption Date, on notice given to the Holder not more than
60 nor less than 30 days prior to the Redemption Date. In the
event of redemption of this Note in part only, a new Note for the
unredeemed portion hereof shall be issued in the name of the
Holder hereof upon the surrender hereof.
The Company will not be required to make any payment with
respect to any tax, assessment or other governmental charge
imposed by any government or any political subdivision or taxing
authority thereof or therein.
Notices to the holders of the Notes with respect to
redemption as provided above will be mailed first class mail,
postage prepaid, to the holders' addresses listed in the register
maintained by the Registrar not more than 60 nor less than 30 days
prior to the Redemption Date.
If this Note is redeemable at the option of the Company, the
"Redemption Price" shall initially be the Initial Redemption
Percentage, specified above, of the principal amount of this Note
to be redeemed and shall decline at each anniversary of the
Initial Redemption Date by the Annual Redemption Percentage
Reduction, if any, specified above, of the principal amount to be
redeemed until the Redemption Price is 100% of such principal
amount.
Accrued interest hereon shall be an amount calculated by
multiplying the face amount hereof by an accrued interest factor.
Such accrued interest factor shall be computed by adding the
interest factor calculated for each day from the Original Issue
Date or from the day succeeding the last date for which interest
shall have been paid, as the case may be, to the date for which
accrued interest is being calculated. The interest factor for
each such day shall be computed by dividing the interest rate
applicable to such day by 360 or, in the case of Senior
Medium-Term Notes having the Treasury Rate as their Interest Rate
Basis, by the actual number of days in the year.
<PAGE> 6
Except as described below, this Note will bear interest at
the rate determined by reference to the Interest Rate Basis
specified above (i) plus or minus the Spread, if any, and/or (ii)
multiplied by the Spread Multiplier, if any, specified above. The
interest rate in effect on each day shall be (a) if such day is an
Interest Rate Reset Date, the interest rate with respect to the
Interest Determination Date (as defined below) pertaining to such
Interest Rate Reset Date or (b) if such day is not an Interest
Rate Reset Date, the interest rate with respect to the Interest
Determination Date pertaining to the next preceding Interest Rate
Reset Date, provided that (i) the interest rate in effect from the
Original Issue Date to the first Interest Rate Reset Date shall be
the Initial Interest Rate specified above, and (ii) the interest
rate in effect for the ten days immediately prior to the Maturity
Date shall be the rate in effect on the tenth day preceding the
Maturity Date. If any Interest Rate Reset Date would otherwise be
a day that is not a Business Day, such Interest Reset Date shall
be postponed to the next day that is a Business Day, except that
if the Interest Rate Basis specified above is LIBID or LIBOR, if
such Business Day is in the next succeeding calendar month, such
Interest Rate Reset Date shall be the immediately preceding
Business Day.
The Interest Determination Date with respect to the
Certificate of Deposit Rate (the "CD Rate"), Commercial Paper
Rate, Federal Funds Rate and Prime Rate will be the second
Business Day preceding the Interest Reset Date. The Interest
Determination Date with respect to LIBID or LIBOR shall be the
second London Banking Day (as defined below) preceding an Interest
Rate Reset Date. The Interest Determination Date with respect to
the Treasury Rate shall be the day of the week in which such
Interest Rate Reset Date falls on which Treasury bills normally
would be auctioned; provided, however, that if as a result of a
legal holiday an auction is held on the Friday of the week
preceding the Interest Rate Reset Date, the related Interest
Determination Date shall be such preceding Friday; and provided,
further, that if an auction shall fall on any Interest Rate Reset
Date then the Interest Rate Reset Date shall instead be the first
Business Day following such auction.
The "Calculation Date" pertaining to any Interest
Determination Date shall be the earlier of (i) the tenth calendar
day after such Interest Determination Date or, if such day is not
a Business Day, the next succeeding Business Day or (ii) the
Business Day preceding the applicable Interest Payment Date or
Maturity Date, as the case may be.
All percentages resulting from any calculation on the Senior
Medium-Term Notes will be rounded, if necessary, to the nearest
one hundred-thousandth of a percentage point, with five
one-millionths of a percentage point rounded upward, and all
<PAGE> 7
dollar amounts used in or resulting from such calculation on the
Medium-Term Notes will be rounded to the nearest cent (with
one-half cent being rounded upward).
As used herein, "Business Day" means (i) any day other than a
Saturday, Sunday, legal holiday or other day on which banks in The
City of New York are required or authorized by law or executive
order to close or (ii) in the case where the Interest Rate Basis
is LIBID or LIBOR, any day other than a Saturday, Sunday, legal
holiday or other day on which banks in the City of London, are
required or authorized by law or executive order to close, or on
which dealings in deposits in the Index Currency (as defined
below) are not transacted in the London interbank market (a
"London Banking Day").
Determination of CD Rate. CD Rate means, with respect to any
------------------------
Interest Determination Date (a "CD Interest Determination Date"),
the rate on such day for negotiable certificates of deposit having
the Index Maturity specified above as published by the Board of
Governors of the Federal Reserve System in "Statistical Release
H.15(519), Selected Interest Rates", or any successor publication
("H.15(519)"), under the heading "Cds (Secondary Market)", or, if
not so published by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such CD Interest Determination
Date, the CD Rate will be the rate on such CD Interest
Determination Date for negotiable certificates of deposit of the
Index Maturity specified above as published by the Federal Reserve
Bank of New York in its daily statistical release "Composite 3:30
P.M. quotations for U.S. Government Securities" ("Composite
Quotations") under the heading "Certificates of Deposit". If such
rate is not published in either H.15(519) or the Composite
Quotations by 3:00 P.M., New York City time, on such Calculation
Date, then the CD Rate on such CD Interest Determination Date will
be calculated by the Calculation Agent and will be the arithmetic
mean of the secondary market offered rates as of 10:00 A.M., New
York City time, on such CD Interest Determination Date, of three
leading nonbank dealers in negotiable U.S. dollar certificates of
deposit in The City of New York selected by the Calculation Agent,
after consultation with the Company, for negotiable certificates
of deposit of major United States money center banks (in the
market for negotiable certificates of deposit) with a remaining
maturity closest to the Index Maturity specified above in
denominations of $5,000,000; provided, however, that if the
dealers selected as aforesaid by the Calculation Agent are not
quoting as set forth above, the CD Rate will be the CD Rate in
effect on such CD Interest Determination Date.
Determination of Commercial Paper Rate. The Commercial Paper
---------------------------------------
Rate means, with respect to any Interest Determination Date (a
"Commercial Paper Interest Determination Date"), the Money Market
Yield (as defined below) on such date of the rate for commercial
<PAGE> 8
paper having the Index Maturity specified above as published in
H.15(519) under the heading "Commercial Paper". In the event such
rate is not published by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such Commercial Paper Interest
Determination Date, then the Commercial Paper Rate shall be the
Money Market Yield on such Commercial Paper Interest Determination
Date of the rate for commercial paper having the Index Maturity
shown above as published in Composite Quotations under the heading
"Commercial Paper". If the rate for a Commercial Paper Interest
Determination Date is not published in either H.15(519) or
Composite Quotations by 3:00 P.M., New York City time, on such
Calculation Date, the Commercial Paper Rate for that Commercial
Paper Rate Interest Determination Date shall be calculated by the
Calculation Agent, after consultation with the Company, and shall
be the Money Market Yield of the arithmetic mean of the offered
rates as of 11:00 A.M., New York City time, on such Commercial
Paper Interest Determination Date of three leading dealers of
commercial paper in The City of New York selected by the
Calculation Agent, after consultation with the Company, on such
Commercial Paper Interest Determination Date, for commercial paper
of the Index Maturity specified above placed for an industrial
issuer whose bond rating is "AA", or the equivalent, from a
nationally recognized statistical rating agency; provided,
however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence,
the Commercial Paper Rate with respect to such Commercial Paper
Interest Determination Date will be the Commercial Paper Rate then
in effect on such Commercial Paper Interest Determination Date.
"Money Market Yield" shall be the yield (expressed as a
percentage rounded to the nearest one ten-thousandth of a percent,
with five one hundred-thousandths of a percent rounded upward)
calculated in accordance with the following formula:
Money Market Yield = D x 360 x 100
----------------
360 - (D x M)
where "D" refers to the per annum rate for commercial paper quoted
on a bank discount basis and expressed as a decimal, and "M"
refers to the actual number of days in the interest period for
which interest is being calculated.
Determination of Federal Funds Rate. The Federal Funds Rate
------------------------------------
means, with respect to any Interest Determination Date (a "Federal
Funds Rate Interest Determination Date"), the rate on that date
for Federal Funds as published in H.15(519) under the heading
"Federal Funds (Effective)" or, if not so published by 3:00 P.M.,
New York City time, on the Calculation Date pertaining to such
Federal Funds Rate Interest Determination Date, the Federal Funds
Rate will be the rate on such Federal Funds Rate Interest
Determination Date as published in Composite Quotations under the
<PAGE> 9
heading "Federal Funds/Effective Rate". If such rate is not yet
published in either H.15(519) or Composite Quotations by 3:00
P.M., New York City time, on the Calculation Date pertaining to
such Federal Funds Rate Interest Determination Date, the Federal
Funds Rate for such Federal Funds Rate Interest Determination Date
will be calculated by the Calculation Agent and will be the
arithmetic mean of the rates for the last transaction in overnight
Federal Funds arranged by three leading brokers of Federal Funds
transactions in The City of New York selected by the Calculation
Agent (after consultation with the Company) prior to 9:00 A.M.,
New York City time, on such Federal Funds Rate Interest
Determination Date; provided, however, that if the brokers
selected as aforesaid by the Calculation Agent, after consultation
with the Company, are not quoting as described above, the Federal
Funds Rate with respect to such Federal Funds Rate Interest
Determination Date will be the Federal Funds Rate then in effect
on such Federal Funds Rate Interest Determination Date.
Determination of LIBOR. LIBOR means, with respect to any
----------------------
Interest Determination Date relating to a LIBOR Note (a "LIBOR
Interest Determination Date"), the rate determined by the Calcula-
tion Agent in accordance with the following provisions:
(i) LIBOR will be either: (a) if "LIBOR Reuters" is
specified on the face hereof, the arithmetic mean of the offered
rates (unless the specified Designated LIBOR Page (as defined
below) by its terms provides only for a single rate, in which case
such single rate shall be used) for deposits in the Index Currency
having the Index Maturity designated on the face hereof, as of
11:00 A.M. London time, on that LIBOR Interest Determination Date,
if at least two such offered rates appear (unless, as aforesaid,
only a single rate is required) on such Designated LIBOR Page, or
(b) if "LIBOR Telerate" is specified on the face hereof, the rate
for deposits in the Index Currency having the Index Maturity
designated on the face hereof commencing on the second London
Banking Day immediately following that LIBOR Interest
Determination Date that appears on the Designated LIBOR Page
specified on the face hereof as of 11:00 A.M. London time, on that
LIBOR Interest Determination Date. If fewer than two offered
rates appear, or no rate appears, as applicable, LIBOR in respect
of the related LIBOR Interest Determination Date will be
determined as if the parties had specified the rate described in
clause (ii) below.
(ii) With respect to a LIBOR Interest Determination Date on
which fewer than two offered rates appear, or no rate appears, as
the case may be, on the applicable Designated LIBOR Page, as
specified in clause (i) above, the Calculation Agent will request
that each LIBOR Reference Bank provide such Calculation Agent with
its offered quotations for deposits in the Index Currency for the
period of the Index Maturity specified on the face hereof to prime
<PAGE> 10
banks in the London interbank market as of approximately 11:00
A.M., London time, on such LIBOR Interest Determination Date, such
deposits commencing on the second London Banking Day immediately
following such LIBOR Interest Determination Date and in a
principal amount that is representative for a single transaction
in such market at such time. If at least two such quotations are
provided, LIBOR for such LIBOR Interest Determination Date will be
the arithmetic mean of such quotations. If fewer than two such
quotations are provided, LIBOR for such LIBOR Interest
Determination Date will be the arithmetic mean of the rates quoted
at approximately 11:00 A.M., in the applicable Principal Financial
Center (as defined below), on such LIBOR Interest Determination
Date by three major banks in such Principal Financial Center
selected by the Calculation Agent, after consultation with the
Company, for loans in the Index Currency to major European banks
having the Index Maturity specified on the face hereof and in a
principal amount that is representative for a single transaction
in such Index Currency in such market at such time; provided,
however, that if the banks selected as aforesaid by the
Calculation Agent are not quoting as described above, LIBOR will
be LIBOR in effect on such LIBOR Interest Determination Date.
"Index Currency" means the currency (including composite
currencies) specified on the face hereof, if any, as the currency
for which LIBOR shall be calculated. If no such currency is
specified, the Index Currency shall be U.S. dollars.
"Designated LIBOR Page" means either (a) if "LIBOR Reuters"
is designated on the face hereof, the display on the Reuters
Monitor Money Rates Service for the purpose of displaying the
London interbank rates of major banks for the applicable Index
Currency, or (b) if "LIBOR Telerate" is designated on the face
hereof, the display on the Dow Jones Telerate Service for the
purpose of displaying the London interbank rates of major banks
for the applicable Index Currency. If neither LIBOR Reuters nor
LIBOR Telerate is specified on the face hereof, LIBOR for the
applicable Index Currency will be determined as if LIBOR Telerate
had been specified.
"Principal Financial Center" will generally be the capital
city of the country of the specified Index Currency, except that
with respect to U.S. dollars, Deutsche marks, and ECUs, the
Principal Financial Center shall be The City of New York,
Frankfurt, and Luxembourg, respectively.
Determination of LIBID. LIBID means, with respect to any
-----------------------
Interest Rate Determination Date relating to a LIBID Note (a
"LIBID Interest Determination Date"), the rate determined by the
Calculation Agent in accordance with the following provisions:
<PAGE> 11
(i) LIBID will be determined on the basis of the bid rates
quoted to prime banks in the London interbank market at approxi-
mately 11:00 A.M., London time, for deposits in U.S. dollars of
not less than U.S. $1 million for the period of the Index Maturity
specified above commencing on the second London Banking Day
immediately following such LIBID Interest Determination Date, by
the London offices of four major banks in the London interbank
market named on the Reuters Screen LIBO Page and selected by the
Calculation Agent, after consultation with the Company (the "LIBID
Reference Banks"), on the LIBID Interest Determination Date. If
at least two such quotations appear on the Reuters Screen LIBO
Page, LIBID for such LIBID Interest Determination Date will be the
arithmetic mean of such quotations as determined by the Calcula-
tion Agent. If fewer than two quotations are provided, LIBID for
such LIBID Interest Determination Date will be determined as if
the parties had specified the rate described in (ii) below. As
used herein, "Reuters Screen LIBO Page" means the display desig-
nated as Page "LIBO" on the Reuters Monitor Money Rates Service
(or such other page as may replace the LIBO page on that service)
for the purpose of displaying London interbank bid rates of major
banks.
(ii) With respect to a LIBID Interest Determination Date on
which fewer than two such quotations appear, the Calculation Agent
will request that each LIBID Reference Bank provide the Calcula-
tion Agent with a quotation of the bid rate quoted to such bank by
the head offices of major banks in The City of New York for
deposits in U.S. dollars for the period of the Index Maturity at
approximately 11:00 A.M., London time, on such LIBID Interest
Determination Date and in a principal amount equal to an amount of
not less than U.S. $1 million that is representative for a single
transaction in such market at such time. If at least two such
quotations are provided, LIBID for such LIBID Interest
Determination Date will be the arithmetic mean of such quotations.
If fewer than two quotations are provided, LIBID for such LIBID
Interest Determination Date will be the arithmetic mean of the
rates quoted by three major banks in The City of New York selected
by the Calculation Agent, after consultation with the Company, at
approximately 11:00 A.M., New York City time, on such LIBID
Interest Determination Date for loans in U.S. dollars to leading
European banks, having the Index Maturity designated above and in
a principal amount equal to an amount of not less than U.S. $1
million that is representative for a single transaction in such
market at such time; provided, however, that if the banks
selected as aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, LIBID for such LIBID Interest
Determination Date will be LIBID in effect on such LIBID Interest
Determination Date.
<PAGE> 12
Determination of Prime Rate. Prime Rate means, with respect
---------------------------
to any Interest Determination Date (a "Prime Rate Interest
Determination Date"), the arithmetic mean of the prime rates
quoted on the basis of the actual number of days in the year
divided by a 360-day year as of the close of business on such
Prime Rate Interest Determination Date by three major money center
banks in The City of New York as selected by the Calculation Agent
(after consultation with the Company). If fewer than three such
quotations are provided, the Prime Rate shall be calculated by the
Calculation Agent and shall be determined as the arithmetic mean
on the basis of the prime rates quoted in The City of New York on
such date by three substitute banks or trust companies organized
and doing business under the laws of the United States, or any
State thereof, having total equity capital of at least $500
million and being subject to supervision or examination by Federal
or State authority, selected by the Calculation Agent (after
consultation with the Company); provided, however, that if the
banks or trust companies selected as aforesaid by the Calculation
Agent are not quoting as mentioned in this sentence, the Prime
Rate will be the Prime Rate then in effect on such Prime Rate
Interest Determination Date.
Determination of Treasury Rate. Treasury Rate means, with
-------------------------------
respect to any Interest Determination Date (a "Treasury Interest
Determination Date"), the rate applicable to the most recent
auction of direct obligations of the United States ("Treasury
Bills") having the Index Maturity specified above, as such rate is
published in H.15(519) under the heading "Treasury Bills --
auction average (investment)" or, if not so published by 3:00
P.M., New York City time, on the Calculation Date pertaining to
such Treasury Interest Determination Date, the auction average
rate (expressed as a bond equivalent on the basis of a year of 365
or 366 days, as applicable, and applied on a daily basis) as
otherwise announced by the United States Department of the
Treasury. In the event that the results of the auction of
Treasury bills having the Index Maturity specified above are not
reported as provided by 3:00 P.M., New York City time, on such
Calculation Date, or if no such auction is held in a particular
week, then the Treasury Rate shall be a yield to maturity
(expressed as a bond equivalent, on the basis of a year of 365 or
366 days, as applicable, and applied on a daily basis) of the
arithmetic mean of the secondary market bid rates, as of ap-
proximately 3:30 P.M., New York City time, on such Treasury
Interest Determination Date, of three leading primary United
States government securities dealers selected by the Calculation
Agent (after consultation with the Company), for the issue of
Treasury bills with a remaining maturity closest to the Index
Maturity specified above; provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, Treasury Rate with respect to such
Treasury Rate Interest Determination Date will be the Treasury
<PAGE> 13
Rate then in effect on such Treasury Rate Interest Determination
Date.
Notwithstanding the foregoing, the interest rate hereon shall
not be greater than the Maximum Interest Rate, if any, or less
than the Minimum Interest Rate, if any, specified above. The
Calculation Agent shall calculate the interest rate hereon in
accordance with the foregoing on or before each Calculation Date.
The interest rate on this Note will in no event be higher than the
maximum rate permitted by New York law, as the same may be
modified by United States law of general application.
At the request of the Holder hereof, the Calculation Agent
will provide to the Holder hereof the interest rate hereon then in
effect and, if determined, the interest rate which will become ef-
fective as of the next Interest Reset Date.
The "Amortized Face Amount" of an Original Issue Discount
Note shall be the amount equal to (i) the Issue Price set forth
above plus (ii) that portion of the difference between the Issue
Price and the principal amount of such Note that has accrued at
the Original Yield to Maturity (computed in accordance with
generally accepted United States bond yield computation
principles) by the date of calculation, as calculated by the
Paying and Authenticating Agent, but in no event shall the
Amortized Face Amount of an Original Issue Discount Note exceed
its principal amount.
If an Event of Default with respect to the Senior Medium-Term
Notes shall occur and be continuing, the Trustee or the Holders of
not less than 25% in principal amount (or Amortized Face Amount,
in the case of Original Issue Discount Notes) of the Outstanding
Senior Medium-Term Notes may declare the principal (or Amortized
Face Amount, in the case of Original Issue Discount Notes) of all
the Senior Medium-Term Notes due and payable in the manner and
with the effect provided in the Indenture.
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
the Securities of each series to be affected under the Indenture
at any time by the Company and the Trustee with the consent of the
Holders of 66 2/3% in aggregate principal amount of the Securities
at the time outstanding of each series affected thereby. The
Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the
Securities of each series at the time outstanding, on behalf of
the Holders of all Securities of each series, to waive 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
<PAGE> 14
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 time, place, and
rate, and in the currency, currency unit or composite currency,
prescribed herein and in the Indenture.
The Indenture contains provisions for defeasance at any time
of the entire indebtedness of the Company on this Note, upon
compliance by the Company with certain conditions set forth
therein, which provisions apply to this Note.
As provided in the Indenture, and subject to certain
limitations therein set forth, the transfer of this Note may be
registered 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 Borough of Manhattan, The City of New York,
duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Securities
Registrar, and this Note duly executed by the Holder hereof or by
such Holder's attorney duly authorized in writing and thereupon
one or more new Senior Medium-Term Notes, of authorized
denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
The Senior Medium-Term Notes are issuable only in registered
form without coupons in minimum denominations of $1,000 or any
amount in excess thereof which is an integral multiple of $1,000.
As provided in the Indenture, and subject to certain limitations
therein set forth, the Senior Medium-Term Notes are exchangeable
for a like aggregate principal amount of Senior Medium-Term Notes
in authorized denominations, as requested by the Holder
surrendering the same.
No service charge will 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
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> 15
No recourse shall be had for the payment of the principal of
(and premium, if any) or the interest on this Note, or for any
claim based hereon, or otherwise in respect hereof, or based on
or in respect of the Indenture or any indenture supplemental
thereto, against any incorporator, shareholder, officer or
director, as such, past, present or future, of the Company or of
any successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment
or penalty or otherwise, all such liability being, by the
acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.
The Indenture and the Senior Medium-Term Notes shall be
governed by and construed in accordance with the laws of the State
of New York applicable to agreements made and to be performed in
such State.
All terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
Unless the Certificate of Authentication hereon has been
executed by the Authenticating Agent or the Trustee under the
Indenture by the manual signature of one if its authorized
officers, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
<PAGE> 16
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed, manually or in facsimile, and its corporate seal
to be imprinted hereon.
THE CHASE MANHATTAN CORPORATION
By: ___________________
[SEAL]
By: ___________________
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series
designated therein referred to in the
within-mentioned Indenture.
Bankers Trust Company, or Bankers Trust Company,
as Trustee as Trustee
By: The Chase Manhattan Bank, N.A.,
as Authenticating Agent
By:___________________ By:________________________
Authorized Officer Authorized Officer
<PAGE> 17
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s)
the Company to repay this Note (or portion hereof specified below)
pursuant to its terms at a price equal to the principal amount
hereof together with interest to the repayment date, to the
undersigned, at ________________________________
__________________________________________________________________
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, this Note must be received at a
corporate trust office of The Chase Manhattan Bank, N.A. in The
City of New York, or at such other place or places which the
Company shall from time to time notify the Holder of this Note,
not more than 60 nor less than 30 days prior to the Holder's
Optional Repayment Date, if any, specified above, with this
"Option to Elect Repayment" form duly completed. Exercise of such
repayment option by the Holder hereof shall be irrevocable. In
the event of repayment of this Note in part only, a new Note or
Notes for the amount of the unpaid portion hereof shall be issued
in the name of the Holder hereof upon the cancellation hereof.
If less than the entire principal amount of this Note is to
be repaid, specify the portion hereof (which shall be in
increments of $1,000) which the Holder elects to have repaid and
specify the denomination or denominations (each of which shall be
$1,000 or an integral multiple of $1,000 in excess of $1,000) of
the Senior Medium-Term Notes to be issued to the Holder for the
portion of this Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not
being repaid).
$ ____________________ _________________________________
NOTICE: The signature on this
Date ________________ Option to Elect Repayment must
correspond with the name as written
upon this Note in every particular,
without alteration or enlargement or
any change whatever.
<PAGE> 18
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............
(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> 19
_____________________________
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, and does hereby
irrevocably constitute and appoint ______________________________
______________________________________________________ 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.
ACE0244D
<PAGE> 1
IF THIS NOTE IS REGISTERED IN THE NAME OF CEDE & CO. AS NOMINEE
FOR THE DEPOSITORY TRUST COMPANY, THEN THE FOLLOWING LEGEND SHALL
APPLY:
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF
THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) 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 SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "ORIGINAL YIELD TO
MATURITY" AND "INITIAL SHORT ACCRUAL PERIOD OID" (COMPUTED UNDER
THE EXACT METHOD) SET FORTH BELOW HAVE BEEN COMPLETED SOLELY FOR
THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL ISSUE
DISCOUNT RULES.
CUSIP:
REGISTERED REGISTERED
No.FXRR $
THE CHASE MANHATTAN CORPORATION
SUBORDINATED MEDIUM-TERM NOTE, SERIES C
(Fixed Rate)
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY
DATE:
____________________ ________% __________________
INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
DATE: PERCENTAGE: PERCENTAGE REDUCTION:
____________________ __________________ __________________
<PAGE> 2
HOLDER'S OPTIONAL TOTAL AMOUNT OF OID: ORIGINAL YIELD TO
REPAYMENT DATE(S): MATURITY:
__________________ ___________________ _________________
INITIAL SHORT ACCRUAL ISSUE PRICE: OTHER PROVISIONS:
PERIOD OID:
__________________ ___________ ________________
The Chase Manhattan Corporation, a Delaware corporation
(the "Company"), for value received, hereby promises to pay to
, , or registered assigns, the principal sum of
DOLLARS
on the Stated Maturity Date specified above (except to the extent
redeemed or repaid prior to the Stated Maturity Date), and to pay
interest thereon at the Interest Rate per annum specified above,
until the principal hereof is paid or duly made available for
payment, on the fifteenth day of each month (each an "Interest
Payment Date") in each year commencing on the first Interest
Payment Date next succeeding the Original Issue Date specified
above, unless the Original Issue Date occurs between a Regular
Record Date, as defined below, and the next succeeding Interest
Payment Date, in which case commencing on the second Interest
Payment Date succeeding the Original Issue Date, to the registered
holder of such Note on the Regular Record Date with respect to
such Interest Payment Date, and on the Stated Maturity Date shown
above (or any Redemption Date as defined below or any Holder's
Optional Repayment Date with respect to which such option has been
exercised, each such Stated Maturity Date, Redemption Date and
Holder's Optional Repayment Date being herein referred to as a
"Maturity Date" with respect to the principal payable on such
date). Interest on this Note will accrue from the most recent
Interest Payment Date to which interest has been paid or duly
provided for or, if no interest has been paid or duly provided
for, from the Original Issue Date specified above until the
principal hereof has been paid or duly made available for payment.
If the Maturity Date or an Interest Payment Date falls on a day
which is not a Business Day as defined below, principal, premium,
if any, or interest payable with respect to such Maturity Date or
Interest Payment Date will be paid on the next succeeding Business
Day with the same force and effect as if made on such Maturity
Date or Interest Payment Date, as the case may be, and no interest
on such payment shall accrue for the period from and after such
<PAGE> 3
Maturity Date or Interest Payment Date, as the case may be. The
interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, subject to certain exceptions, be
paid to the Person in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on the
Regular Record Date for such interest, which shall be the first
day of the month (whether or not a Business Day) next preceding
such Interest Payment Date; provided, however, that interest
payable on any Maturity Date will be payable to the Person to whom
the principal hereof shall be payable. 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 either
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 Paying and Authenticating Agent (referred to
below), notice whereof shall be given to the Holder of this Note
not less than 10 days prior to such Special Record Date, or may be
paid at any time in any other lawful manner, all as more fully
provided in the Indenture (referred to below).
As used herein, "Business Day" means any day other than a
Saturday, Sunday, legal holiday or other day on which banks in The
City of New York are required or authorized by law or executive
order to close.
Payment of the principal of, premium, if any, and interest
due on this Note will be made in immediately available funds at
the office or agency of the Company maintained for that purpose in
the Borough of Manhattan, 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; provided,
however, that payment of interest on any Interest Payment Date
other than the Maturity Date may be made at the option of the
Company by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register.
This Subordinated Medium-Term Note, Series C is one of a duly
authorized series of Subordinated Debt Securities (hereinafter
called the "Securities") of the Company issued and to be issued
under an Indenture dated as of May 1, 1987, as supplemented by a
First Supplemental Indenture, dated as of May 1, 1991, a Second
Supplemental Indenture, dated as of October 1, 1992, and a Third
Supplemental Indenture, dated as of September 1, 1993, all as
restated in an Amended and Restated Indenture, dated as of
September 1, 1993 (as amended and supplemented, 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
<PAGE> 4
rights thereunder of the Company, the Trustee and the Holders of
the Subordinated Medium-Term Notes, Series C (the "Subordinated
Medium-Term Notes" or the "Notes") and the terms upon which the
Subordinated Medium-Term Notes are, and are to be, authenticated
and delivered. The Chase Manhattan Bank, N.A., acting through its
corporate trust offices in The City of New York, is the initial
paying agent for the payment of interest and principal of the
Subordinated Medium-Term Notes (the "Paying Agent"); and The Chase
Manhattan Bank, N.A. acting through its corporate trust offices in
The City of New York is the authenticating agent for the
Subordinated Medium-Term Notes (the "Paying and Authenticating
Agent"). The Subordinated Medium-Term Notes may bear different
Original Issue Dates, mature at different times, bear interest at
different rates and vary in such other ways as are provided in the
Indenture.
This Note is not subject to any sinking fund.
This Note may be subject to repayment at the option of the
Holder on any Holder's Optional Repayment Date(s), if any,
indicated above. If no Holder's Optional Repayment Dates are set
forth above, this Note may not be so repaid at the option of the
Holder hereof prior to the Stated Maturity Date. On any Holder's
Optional Repayment Date this Note shall be repayable in whole or
in part in increments of $1,000 (provided that any remaining
principal hereof shall be at least $1,000) at the option of the
Holder hereof at a repayment price equal to 100% of the principal
amount to be repaid, together with interest thereon payable to the
date of repayment. For this Note to be repaid in whole or in part
at the option of the Holder hereof, this Note must be received,
with the form entitled "Option to Elect Repayment" below duly
completed, by the Paying and Authenticating Agent at the principal
corporate trust office of The Chase Manhattan Bank, N.A. in The
City of New York, or such other address which the Company shall
from time to time notify the Holders of the Subordinated
Medium-Term Notes, not more than 60 nor less than 30 days prior to
an Optional Repayment Date. Exercise of such repayment option by
the Holder hereof shall be irrevocable.
This Note may be redeemed at the option of the Company on any
date on and after the Initial Redemption Date, if any, specified
above (the "Redemption Date"). If no Initial Redemption Date is
set forth above, this Note may not be redeemed at the option of
the Company prior to the Stated Maturity Date. On and after the
Initial Redemption Date, if any, this Note may be redeemed at any
time in whole or from time to time in part in increments of $1,000
(provided that any remaining principal hereof shall be at least
$1,000) at the option of the Company at the applicable Redemption
Price (as defined below) together with interest thereon payable to
the Redemption Date, on notice given to the Holder not more than
<PAGE> 5
60 nor less than 30 days prior to the Redemption Date. In the
event of redemption of this Note in part only, a new Note for the
unredeemed portion hereof shall be issued in the name of the
Holder hereof upon the surrender hereof.
The Company will not be required to make any payment with
respect to any tax, assessment or other governmental charge
imposed by any government or any political subdivision or taxing
authority thereof or therein.
Notices to the holders of the Notes with respect to
redemption as provided above will be mailed first class mail,
postage prepaid, to the holders' addresses listed in the register
maintained by the Registrar not more than 60 nor less than 30 days
prior to the Redemption Date.
If this Note is redeemable at the option of the Company, the
"Redemption Price" shall initially be the Initial Redemption
Percentage, specified above, of the principal amount of this Note
to be redeemed and shall decline at each anniversary of the
Initial Redemption Date by the Annual Redemption Percentage
Reduction, if any, specified above, of the principal amount to be
redeemed until the Redemption Price is 100% of such principal
amount.
The "Amortized Face Amount" of an Original Issue Discount
Note shall be the amount equal to (i) the Issue Price set forth
above plus (ii) that portion of the difference between the Issue
Price and the principal amount of such Note that has accrued at
the Original Yield to Maturity (computed in accordance with
generally accepted United States bond yield computation
principles) by the date of calculation, as calculated by the
Paying and Authenticating Agent, but in no event shall the
Amortized Face Amount of an Original Issue Discount Note exceed
its principal amount.
Interest payments on this Note will include interest accrued
to but excluding the Interest Payment Date or the Maturity Date,
as the case may be. Interest payments for this Note will be
computed and paid on the basis of a 360-day year of twelve 30-day
months.
If an Event of Default with respect to the Subordinated
Medium-Term Notes shall occur and be continuing, the Trustee or
the Holders of not less than 25% in principal amount (or Amortized
Face Amount, in the case of Original Issue Discount Notes) of the
Outstanding Subordinated Medium-Term Notes may declare the
principal (or Amortized Face Amount, in the case of Original Issue
Discount Notes) of all the Subordinated Medium-Term Notes due and
<PAGE> 6
payable in the manner and with the effect provided in the
Indenture.
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
the Securities of each series to be affected under the Indenture
at any time by the Company and the Trustee with the consent of the
Holders of 66 2/3% in aggregate principal amount of the Securities
at the time outstanding of each series affected thereby. The
Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the
Securities of each series at the time outstanding, on behalf of
the Holders of all Securities of each series, to waive 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 time, place, and
rate, and in the currency, currency unit or composite currency,
prescribed herein and in the Indenture.
The payment of the principal of, premium, if any, and
interest on the Subordinated Medium-Term Notes is, to the extent
provided in the Indenture, subordinate and subject in right of
payment to the prior payment in full of all Senior Indebtedness as
defined in the Indenture, and this Note is issued subject to such
provisions and each holder of this Note, by accepting the same,
agrees to and shall be bound by such provisions, and authorizes
the Trustee on his behalf to take such action as may be necessary
or appropriate to effectuate the subordination as provided in the
Indenture and appoints the Trustee his attorney-in-fact for such
purpose. The Company shall not make any payment of the principal
of, premium, if any, or interest on the Subordinated Medium-Term
Notes (whether at maturity or otherwise) while the Company is in
default with respect to any payment of principal of, premium, if
any and interest on any Senior Indebtedness or in the event that
any nonpayment event of default with respect to any Senior
Indebtedness shall have occurred and be continuing and shall have
resulted in such Senior Indebtedness becoming or being declared
due prior to the date on which it would otherwise have become due
and payable.
<PAGE> 7
As provided in the Indenture, and subject to certain
limitations therein set forth, the transfer of this Note may be
registered 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 Borough of Manhattan, The City of New York,
duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Securities
Registrar, and this Note duly executed by the Holder hereof or by
such Holder's attorney duly authorized in writing and thereupon
one or more new Subordinated Medium-Term Notes, of authorized
denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
The Subordinated Medium-Term Notes are issuable only in
registered form without coupons in minimum denominations of $1,000
or any amount in excess thereof which is an integral multiple of
$1,000. As provided in the Indenture, and subject to certain
limitations therein set forth, the Subordinated Medium-Term Notes
are exchangeable for a like aggregate principal amount of
Subordinated Medium-Term Notes in authorized denominations, as
requested by the Holder surrendering the same.
No service charge will 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
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.
No recourse shall be had for the payment of the principal of
(and premium, if any) or the interest on this Note, or for any
claim based hereon, or otherwise in respect hereof, or based on or
in respect of the Indenture or any indenture supplemental thereto,
against any incorporator, shareholder, officer or director, as
such, past, present or future, of the Company or any successor
corporation, whether by virtue of any constitution, statute or
rule of law, or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by the acceptance hereof and
as part of the consideration for the issue hereof, expressly
waived and released.
The Indenture and the Subordinated Medium-Term Notes shall be
governed by and construed in accordance with the laws of the State
of New York applicable to agreements made and to be performed in
such State.
<PAGE> 8
All terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
Unless the Certificate of Authentication hereon has been
executed by the Authenticating Agent or the Trustee 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.
<PAGE> 9
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed, manually or in facsimile, and its corporate seal
to be imprinted hereon.
THE CHASE MANHATTAN CORPORATION
By: _____________________
[SEAL] By: _____________________
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 Officer
<PAGE> 10
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s)
the Company to repay this Note (or portion hereof specified below)
pursuant to its terms at a price equal to the principal amount
hereof together with interest to the repayment date, to the
undersigned, at _________________________________________________
__________________________________________________________________
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, this Note must be received at a
corporate trust office of The Chase Manhattan Bank, N.A., in The
City of New York or at such other place or places which the Company
shall from time to time notify the Holder of this Note, not more
than 60 nor less than 30 days prior to the Holder's Optional
Repayment Date, if any, specified above, with this "Option to Elect
Repayment" form duly completed. Exercise of such repayment option
by the Holder hereof shall be irrevocable. In the event of
repayment of this Note in part only, a new Note or Notes for the
amount of the unpaid portion hereof shall be issued in the name of
the Holder hereof upon the cancellation hereof.
If less than the entire principal amount of this Note is to be
repaid, specify the portion hereof (which shall be in increments of
$1,000) which the Holder elects to have repaid and specify the
denomination or denominations (each of which shall be $1,000 or an
integral multiple of $1,000 in excess of $1,000) of the Subordinated
Medium-Term Notes to be issued to the Holder for the portion of this
Note not being repaid (in the absence of any such specification, one
such Note will be issued for the portion not being repaid).
$ ____________________ _________________________________
NOTICE: The signature on this
Date ________________ Option to Elect Repayment must
correspond with the name as written
upon this Note in every particular,
without alteration or enlargement or
any change whatever.
<PAGE> 11
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............
(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> 12
_____________________________
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, and does hereby
irrevocably constitute and appoint ______________________________
______________________________________________________ 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.
ACE0244F
<PAGE> 1
IF THIS NOTE IS REGISTERED IN THE NAME OF CEDE & CO. AS NOMINEE
FOR THE DEPOSITORY TRUST COMPANY, THEN THE FOLLOWING LEGEND SHALL
APPLY:
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF
THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) 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 SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "ORIGINAL YIELD TO
MATURITY" AND "INITIAL SHORT ACCRUAL PERIOD OID" (COMPUTED UNDER
THE EXACT METHOD) SET FORTH BELOW HAVE BEEN COMPLETED SOLELY FOR
THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL ISSUE
DISCOUNT RULES.
CUSIP:
REGISTERED REGISTERED
No. FLRR $
THE CHASE MANHATTAN CORPORATION
SUBORDINATED MEDIUM-TERM NOTE, SERIES C
(Floating Rate)
INTEREST RATE BASIS: ORIGINAL ISSUE DATE: STATED MATURITY DATE:
____________________ _____________________ ____________________
INDEX MATURITY: INITIAL INTEREST RATE: INTEREST PAYMENT
DATES:
____________________ _____________________ ____________________
SPREAD: INITIAL INTEREST RESET INTEREST RATE RESET
DATE: DATES:
____________________ _____________________ _____________________
SPREAD MULTIPLIER: INITIAL REDEMPTION DATE: MAXIMUM INTEREST
RATE:
____________________ _____________________ ____________________
<PAGE> 2
INITIAL REDEMPTION MINIMUM INTEREST RATE: ANNUAL REDEMPTION
PERCENTAGE: PERCENTAGE REDUCTION:
____________________ _____________________ ____________________
HOLDER'S OPTIONAL CALCULATION AGENT: ORIGINAL YIELD TO
REPAYMENT DATE(S): MATURITY:
____________________ _____________________ ____________________
INITIAL SHORT ACCRUAL TOTAL AMOUNT OF OID: ISSUE PRICE:
PERIOD OID:
___________________ _____________________ ____________________
INDEX CURRENCY: DESIGNATED LIBOR PAGE: OTHER PROVISIONS:
___________________ Reuters _
Telerate _ ____________________
The Chase Manhattan Corporation, a Delaware corporation (the
"Company"), for value received, hereby promises to pay to
,
or registered assigns, the principal sum of
DOLLARS
on the Stated Maturity Date specified above (except to the extent
redeemed or repaid prior to the Stated Maturity Date), and to pay
interest thereon at a rate per annum equal to the Initial Interest
Rate specified above until the Initial Interest Reset Date
specified above and thereafter at a rate determined in accordance
with the provisions set forth below, depending upon the Interest
Rate Basis specified above, until the principal hereof is paid or
duly made available for payment. The Company will pay interest on
Interest Payment Dates specified above, commencing with the first
Interest Payment Date next succeeding the Original Issue Date
specified above, and on the Stated Maturity Date (or any
Redemption Date as defined below or any Holder's Optional
Repayment Date with respect to which such option has been
exercised, each such Stated Maturity Date, Redemption Date and
Holder's Optional Repayment Date being hereinafter referred to as
a "Maturity Date" with respect to the principal repayable on such
date); provided, however, that if the Original Issue Date occurs
between a Regular Record Date, as defined below, and the next
succeeding Interest Payment Date, interest payments will commence
on the second Interest Payment Date next succeeding the Original
Issue Date, to the registered holder of this Note on the Regular
Record Date with respect to such Interest Payment Date; and
provided, further, that if an Interest Payment Date (other than an
Interest Payment Date that occurs on any Maturity Date) would fall
on a day that is not a Business Day, as defined below, such
<PAGE> 3
Interest Payment Date shall be the next day that is a Business
Day, except in the case that the Interest Rate Basis is LIBOR or
LIBID, if such next Business Day falls in the next succeeding
calendar month, such Interest Payment Date will be the next
preceding day that is a Business Day. If any Maturity Date of
this Note should fall on a day that is not a Business Day, the
payment of interest, principal or premium, if any, due on such
date shall be made on the next day that is a Business Day and no
additional interest on such amounts shall accrue from such
Maturity Date to and including the date on which any such payment
is required to be made. Interest payable on this Note on any
Interest Payment Date will include interest accrued from the
Original Issue Date, or the most recent date for which interest
has been paid or duly provided for, to, but excluding, such
Interest Payment Date; provided, however, that if the period
between Interest Rate Reset Dates with respect to this Note is
daily or weekly, interest payable on any Interest Payment Date
will include interest accrued to and including the Regular Record
Date next preceding such Interest Payment Date, except that
interest payable on any Maturity Date will include interest
accrued to, but excluding, such Maturity Date. The interest so
payable, and punctually paid or duly provided for, on any Interest
Payment Date will, subject to certain exceptions, be paid to the
Person in whose name this Note (or one or more predecessor Notes)
is registered at the close of business on the date 15 calendar
days prior to an Interest Payment Date or, if the Interest Payment
Date is the 15th day of the month, the first day of such month (in
each case, whether or not a Business Day, the "Regular Record
Date"); provided, however, that interest payable on any Maturity
Date will be payable to the Person to whom the principal hereof
shall be payable. 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 either be paid to the Person
in whose name this Note (or one or more Predecessor Notes) 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
(referred to below), notice whereof shall be given to the Holder
of this Note not less than 10 days prior to such Special Record
Date, or may be paid at any time in any other lawful manner, all
as more fully provided in the Indenture (referred to below).
Payment of the principal of, premium, if any, and interest
due on this Note will be made in immediately available funds at
the office or agency of the Company maintained for that purpose in
the Borough of Manhattan, 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; provided,
however, that payment of interest on any Interest Payment Date
other than the Maturity Date may be made at the option of the
<PAGE> 4
Company by check mailed to the address of Person entitled thereto
as such address shall appear in the Security Register.
This Subordinated Medium-Term Note, Series C is one of a duly
authorized series of Subordinated Debt Securities (hereinafter
called the "Securities") of the Company issued and to be issued
under an Indenture dated as of May 1, 1987, as supplemented by a
First Supplemental Indenture, dated as of May 1, 1991, a Second
Supplemental Indenture dated as of October 1, 1992, and a Third
Supplemental Indenture, dated as of September 1, 1993, all as
restated in an Amended and Restated Indenture, dated as of
September 1, 1993 (as so amended and supplemented, 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 thereunder of the Company, the
Trustee and the Holders of the Subordinated Medium-Term Notes,
Series C (the "Subordinated Medium-Term Notes" or the "Notes") and
the terms upon which the Subordinated Medium-Term Notes are, and
are to be, authenticated and delivered. The Chase Manhattan Bank,
N.A., acting through its corporate trust offices in The City of
New York, is the initial paying agent for the payment of interest
and principal of the Subordinated Medium-Term Notes (the "Paying
Agent"); and The Chase Manhattan Bank, N.A. acting through its
corporate trust offices in The City of New York is the
authenticating agent for the Subordinated Medium-Term Notes (the
"Paying and Authenticating Agent"). The Subordinated Medium-Term
Notes may bear different Original Issue Dates, mature at different
times, bear interest at different rates and vary in such other
ways as are provided in the Indenture.
This Note is not subject to any sinking fund.
This Note may be subject to repayment at the option of the
Holder on the Holder's Optional Repayment Date(s), if any,
indicated above. If no Holder's Optional Repayment Dates are set
forth above, this Note may not be so repaid at the option of the
Holder hereof prior to the Stated Maturity Date. On any Holder's
Optional Repayment Date, this Note shall be repayable in whole or
in part in increments of $1,000 (provided that any remaining
principal hereof shall be at least $1,000) at the option of the
Holder hereof at a repayment price equal to 100% of the principal
amount to be repaid, together with interest thereon payable to the
date of repayment. For this Note to be repaid in whole or in part
at the option of the Holder hereof, this Note must be received,
with the form entitled "Option to Elect Repayment" below duly
completed, by the Paying and Authenticating Agent at the principal
corporate trust office of The Chase Manhattan Bank, N.A. in The
City of New York, or such other address which the Company shall
<PAGE> 5
from time to time notify the Holders of the Subordinated
Medium-Term Notes, not more than 60 nor less than 30 days prior to
a Holder's Optional Repayment Date. Exercise of such repayment
option by the Holder hereof shall be irrevocable.
This Note may be redeemed at the option of the Company on any
date on and after the Initial Redemption Date, if any, specified
above (the "Redemption Date"). If no Initial Redemption Date is
set forth above, this Note may not be redeemed at the option of
the Company prior to the Stated Maturity Date. On and after the
Initial Redemption Date, if any, this Note may be redeemed at any
time in whole or from time to time in part in increments of $1,000
(provided that any remaining principal hereof shall be at least
$1,000) at the option of the Company at the applicable Redemption
Price (as defined below) together with interest thereon payable to
the Redemption Date, on notice given to the Holder not more than
60 nor less than 30 days prior to the Redemption Date. In the
event of redemption of this Note in part only, a new Note for the
unredeemed portion hereof shall be issued in the name of the
Holder hereof upon the surrender hereof.
The Company will not be required to make any payment with
respect to any tax, assessment or other governmental charge
imposed by any government or any political subdivision or taxing
authority thereof or therein.
Notices to the holders of the Notes with respect to
redemption as provided above will be mailed first class mail,
postage prepaid, to the holders' addresses listed in the register
maintained by the Registrar not more than 60 nor less than 30 days
prior to the Redemption Date.
If this Note is redeemable at the option of the Company, the
"Redemption Price" shall initially be the Initial Redemption
Percentage, specified above, of the principal amount of this Note
to be redeemed and shall decline at each anniversary of the
Initial Redemption Date by the Annual Redemption Percentage
Reduction, if any, specified above, of the principal amount to be
redeemed until the Redemption Price is 100% of such principal
amount.
Accrued interest hereon shall be an amount calculated by
multiplying the face amount hereof by an accrued interest factor.
Such accrued interest factor shall be computed by adding the
interest factor calculated for each day from the Original Issue
Date or from the day succeeding the last date for which interest
shall have been paid, as the case may be, to the date for which
accrued interest is being calculated. The interest factor for
each such day shall be computed by dividing the interest rate
applicable to such day by 360 or, in the case of Subordinated
<PAGE> 6
Medium-Term Notes having the Treasury Rate as their Interest Rate
Basis, by the actual number of days in the year.
Except as described below, this Note will bear interest at
the rate determined by reference to the Interest Rate Basis
specified above (i) plus or minus the Spread, if any, and/or (ii)
multiplied by the Spread Multiplier, if any, specified above. The
interest rate in effect on each day shall be (a) if such day is an
Interest Rate Reset Date, the interest rate with respect to the
Interest Determination Date (as defined below) pertaining to such
Interest Rate Reset Date or (b) if such day is not an Interest
Rate Reset Date, the interest rate with respect to the Interest
Determination Date pertaining to the next preceding Interest Rate
Reset Date, provided that (i) the interest rate in effect from the
Original Issue Date to the first Interest Rate Reset Date shall be
the Initial Interest Rate specified above, and (ii) the interest
rate in effect for the ten days immediately prior to the Maturity
Date shall be the rate in effect on the tenth day preceding the
Maturity Date. If any Interest Rate Reset Date would otherwise be
a day that is not a Business Day, such Interest Reset Date shall
be postponed to the next day that is a Business Day, except that
if the Interest Rate Basis specified above is LIBID or LIBOR, if
such Business Day is in the next succeeding calendar month, such
Interest Rate Reset Date shall be the immediately preceding
Business Day.
The Interest Determination Date with respect to the
Certificate of Deposit Rate (the "CD Rate"), Commercial Paper
Rate, Federal Funds Rate and Prime Rate will be the second
Business Day preceding the Interest Reset Date. The Interest
Determination Date with respect to LIBID or LIBOR shall be the
second London Banking Day (as defined below) preceding an Interest
Rate Reset Date. The Interest Determination Date with respect to
the Treasury Rate shall be the day of the week in which such
Interest Rate Reset Date falls on which Treasury bills normally
would be auctioned; provided, however, that if as a result of a
legal holiday an auction is held on the Friday of the week
preceding the Interest Rate Reset Date, the related Interest
Determination Date shall be such preceding Friday; and provided,
further, that if an auction shall fall on any Interest Rate Reset
Date then the Interest Rate Reset Date shall instead be the first
Business Day following such auction.
The "Calculation Date" pertaining to any Interest
Determination Date shall be the earlier of (i) the tenth calendar
day after such Interest Determination Date or, if such day is not
a Business Day, the next succeeding Business Day or (ii) the
Business Day preceding the applicable Interest Payment Date or
Maturity Date, as the case may be.
<PAGE> 7
All percentages resulting from any calculation on the
Subordinated Medium-Term Notes will be rounded, if necessary, to
the nearest one hundred-thousandth of a percentage point, with
five one-millionths of a percentage point rounded upward, and all
dollar amounts used in or resulting from such calculation on the
Subordinated Medium-Term Notes will be rounded to the nearest cent
(with one-half cent being rounded upward).
As used herein, "Business Day" means (i) any day other than a
Saturday, Sunday, legal holiday or other day on which banks in The
City of New York are required or authorized by law or executive
order to close or (ii) in the case where the Interest Rate Basis
is LIBID or LIBOR, any day other than a Saturday, Sunday, legal
holiday or other day on which banks in the City of London are
required or authorized by law or executive order to close, or on
which dealings in deposits in the Index Currency (as defined
below) are not transacted in the London interbank market (a
"London Banking Day").
Determination of CD Rate. CD Rate means, with respect to any
------------------------
Interest Determination Date (a "CD Interest Determination Date"),
the rate on such day for negotiable certificates of deposit having
the Index Maturity specified above as published by the Board of
Governors of the Federal Reserve System in "Statistical Release
H.15(519), Selected Interest Rates", or any successor publication
("H.15(519)"), under the heading "Cds (Secondary Market)", or, if
not so published by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such CD Interest Determination
Date, the CD Rate will be the rate on such CD Interest
Determination Date for negotiable certificates of deposit of the
Index Maturity specified above as published by the Federal Reserve
Bank of New York in its daily statistical release "Composite 3:30
P.M. quotations for U.S. Government Securities" ("Composite
Quotations") under the heading "Certificates of Deposit". If such
rate is not published in either H.15(519) or the Composite
Quotations by 3:00 P.M., New York City time, on such Calculation
Date, then the CD Rate on such CD Interest Determination Date will
be calculated by the Calculation Agent and will be the arithmetic
mean of the secondary market offered rates as of 10:00 A.M., New
York City time, on such CD Interest Determination Date, of three
leading nonbank dealers in negotiable U.S. dollar certificates of
deposit in The City of New York selected by the Calculation Agent,
after consultation with the Company, for negotiable certificates
of deposit of major United States money center banks (in the
market for negotiable certificates of deposit) with a remaining
maturity closest to the Index Maturity specified above in
denominations of $5,000,000; provided, however, that if the
dealers selected as aforesaid by the Calculation Agent are not
quoting as set forth above, the CD Rate will be the CD Rate in
effect on such CD Interest Determination Date.
<PAGE> 8
Determination of Commercial Paper Rate. The Commercial Paper
---------------------------------------
Rate means, with respect to any Interest Determination Date (a
"Commercial Paper Interest Determination Date"), the Money Market
Yield (as defined below) on such date of the rate for commercial
paper having the Index Maturity specified above as published in
H.15(519) under the heading "Commercial Paper". In the event such
rate is not published by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such Commercial Paper Interest
Determination Date, then the Commercial Paper Rate shall be the
Money Market Yield on such Commercial Paper Interest Determination
Date of the rate for commercial paper having the Index Maturity
shown above as published in Composite Quotations under the heading
"Commercial Paper". If the rate for a Commercial Paper Interest
Determination Date is not published in either H.15(519) or
Composite Quotations by 3:00 P.M., New York City time, on such
Calculation Date, the Commercial Paper Rate for that Commercial
Paper Rate Interest Determination Date shall be calculated by the
Calculation Agent, after consultation with the Company, and shall
be the Money Market Yield of the arithmetic mean of the offered
rates as of 11:00 A.M., New York City time, on such Commercial
Paper Interest Determination Date of three leading dealers of
commercial paper in The City of New York selected by the
Calculation Agent, after consultation with the Company, on such
Commercial Paper Interest Determination Date, for commercial paper
of the Index Maturity specified above placed for an industrial
issuer whose bond rating is "AA", or the equivalent, from a
nationally recognized statistical rating agency; provided,
however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence,
the Commercial Paper Rate with respect to such Commercial Paper
Interest Determination Date will be the Commercial Paper Rate then
in effect on such Commercial Paper Interest Determination Date.
"Money Market Yield" shall be the yield (expressed as a
percentage rounded to the nearest one ten-thousandth of a percent,
with five one hundred-thousandths of a percent rounded upward)
calculated in accordance with the following formula:
Money Market Yield = D x 360 x 100
---------------------
360 - (D x M)
where "D" refers to the per annum rate for commercial paper quoted
on a bank discount basis and expressed as a decimal, and "M"
refers to the actual number of days in the interest period for
which interest is being calculated.
Determination of Federal Funds Rate. The Federal Funds Rate
------------------------------------
means, with respect to any Interest Determination Date (a "Federal
Funds Rate Interest Determination Date"), the rate on that date
for Federal Funds as published in H.15(519) under the heading
<PAGE> 9
"Federal Funds (Effective)" or, if not so published by 3:00 P.M.,
New York City time, on the Calculation Date pertaining to such
Federal Funds Rate Interest Determination Date, the Federal Funds
Rate will be the rate on such Federal Funds Rate Interest
Determination Date as published in Composite Quotations under the
heading "Federal Funds/Effective Rate". If such rate is not yet
published in either H.15(519) or Composite Quotations by 3:00
P.M., New York City time, on the Calculation Date pertaining to
such Federal Funds Rate Interest Determination Date, the Federal
Funds Rate for such Federal Funds Rate Interest Determination Date
will be calculated by the Calculation Agent and will be the
arithmetic mean of the rates for the last transaction in overnight
Federal Funds arranged by three leading brokers of Federal Funds
transactions in The City of New York selected by the Calculation
Agent (after consultation with the Company) prior to 9:00 A.M.,
New York City time, on such Federal Funds Rate Interest
Determination Date; provided, however, that if the brokers
selected as aforesaid by the Calculation Agent, after consultation
with the Company, are not quoting as described above, the Federal
Funds Rate with respect to such Federal Funds Rate Interest
Determination Date will be the Federal Funds Rate then in effect
on such Federal Funds Rate Interest Determination Date.
Determination of LIBOR. LIBOR means, with respect to any
-----------------------
Interest Determination Date relating to a LIBOR Note (a "LIBOR
Interest Determination Date"), the rate determined by the Calcula-
tion Agent in accordance with the following provisions:
(i) LIBOR will be either: (a) if "LIBOR Reuters" is
specified on the face hereof, the arithmetic mean of the offered
rates (unless the specified Designated LIBOR Page (as defined
below) by its terms provides only for a single rate, in which case
such single rate shall be used) for deposits in the Index Currency
having the Index Maturity designated on the face hereof, as of
11:00 A.M. London time, on that LIBOR Interest Determination Date,
if at least two such offered rates appear (unless, as aforesaid,
only a single rate is required) on such Designated LIBOR Page, or
(b) if "LIBOR Telerate" is specified on the face hereof, the rate
for deposits in the Index Currency having the Index Maturity
designated on the face hereof commencing on the second London
Banking Day immediately following that LIBOR Interest
Determination Date that appears on the Designated LIBOR Page
specified on the face hereof as of 11:00 A.M. London time, on that
LIBOR Interest Determination Date. If fewer than two offered
rates appear, or no rate appears, as applicable, LIBOR in respect
of the related LIBOR Interest Determination Date will be
determined as if the parties had specified the rate described in
clause (ii) below.
<PAGE> 10
(ii) With respect to a LIBOR Interest Determination Date on
which fewer than two offered rates appear, or no rate appears, as
the case may be, on the applicable Designated LIBOR Page, as
specified in clause (i) above, the Calculation Agent will request
that each LIBOR Reference Bank provide such Calculation Agent with
its offered quotations for deposits in the Index Currency for the
period of the Index Maturity specified on the face hereof to prime
banks in the London interbank market as of approximately 11:00
A.M., London time, on such LIBOR Interest Determination Date, such
deposits commencing on the second London Banking Day immediately
following such LIBOR Interest Determination Date and in a
principal amount that is representative for a single transaction
in such market at such time. If at least two such quotations are
provided, LIBOR for such LIBOR Interest Determination Date will be
the arithmetic mean of such quotations. If fewer than two such
quotations are provided, LIBOR for such LIBOR Interest
Determination Date will be the arithmetic mean of the rates quoted
at approximately 11:00 A.M., in the applicable Principal Financial
Center (as defined below), on such LIBOR Interest Determination
Date by three major banks in such Principal Financial Center
selected by the Calculation Agent, after consultation with the
Company, for loans in the Index Currency to major European banks
having the Index Maturity specified on the face hereof and in a
principal amount that is representative for a single transaction
in such Index Currency in such market at such time; provided,
however, that if the banks selected as aforesaid by the
Calculation Agent are not quoting as described above, LIBOR will
be LIBOR in effect on such LIBOR Interest Determination Date.
"Index Currency" means the currency (including composite
currencies) specified on the face hereof, if any, as the currency
for which LIBOR shall be calculated. If no such currency is
specified, the Index Currency shall be U.S. dollars.
"Designated LIBOR Page" means either (a) if "LIBOR Reuters"
is designated on the face hereof, the display on the Reuters
Monitor Money Rates Service for the purpose of displaying the
London interbank rates of major banks for the applicable Index
Currency, or (b) if "LIBOR Telerate" is designated on the face
hereof, the display on the Dow Jones Telerate Service for the
purpose of displaying the London interbank rates of major banks
for the applicable Index Currency. If neither LIBOR Reuters nor
LIBOR Telerate is specified on the face hereof, LIBOR for the
applicable Index Currency will be determined as if LIBOR Telerate
had been specified.
"Principal Financial Center" will generally be the capital
city of the country of the specified Index Currency, except that
with respect to U.S. dollars, Deutsche marks, and ECUs, the
<PAGE> 11
Principal Financial Center shall be The City of New York,
Frankfurt, and Luxembourg, respectively.
Determination of LIBID. LIBID means, with respect to any
-----------------------
Interest Rate Determination Date relating to a LIBID Note (a
"LIBID Interest Determination Date"), the rate determined by the
Calculation Agent in accordance with the following provisions:
(i) LIBID will be determined on the basis of the bid rates
quoted to prime banks in the London interbank market at approxi-
mately 11:00 A.M., London time, for deposits in U.S. dollars of
not less than U.S. $1 million for the period of the Index Maturity
specified above commencing on the second London Banking Day
immediately following such LIBID Interest Determination Date, by
the London offices of four major banks in the London interbank
market named on the Reuters Screen LIBO Page and selected by the
Calculation Agent, after consultation with the Company (the "LIBID
Reference Banks"), on the LIBID Interest Determination Date. If
at least two such quotations appear on the Reuters Screen LIBO
Page, LIBID for such LIBID Interest Determination Date will be the
arithmetic mean of such quotations as determined by the Calcula-
tion Agent. If fewer than two quotations are provided, LIBID for
such LIBID Interest Determination Date will be determined as if
the parties had specified the rate described in (ii) below. As
used herein, "Reuters Screen LIBO Page" means the display
designated as Page "LIBO" on the Reuters Monitor Money Rates
Service (or such other page as may replace the LIBO page on that
service) for the purpose of displaying London interbank bid rates
of major banks.
(ii) With respect to a LIBID Interest Determination Date on
which fewer than two such quotations appear, the Calculation Agent
will request that each LIBID Reference Bank provide the Calcula-
tion Agent with a quotation of the bid rate quoted to such bank by
the head offices of major banks in The City of New York for
deposits in U.S. dollars for the period of the Index Maturity at
approximately 11:00 A.M., London time, on such LIBID Interest
Determination Date and in a principal amount equal to an amount of
not less than U.S. $1 million that is representative for a single
transaction in such market at such time. If at least two such
quotations are provided, LIBID for such LIBID Interest
Determination Date will be the arithmetic mean of such quotations.
If fewer than two quotations are provided, LIBID for such LIBID
Interest Determination Date will be the arithmetic mean of the
rates quoted by three major banks in The City of New York selected
by the Calculation Agent, after consultation with the Company, at
approximately 11:00 A.M., New York City time, on such LIBID
Interest Determination Date for loans in U.S. dollars to leading
European banks, having the Index Maturity designated above and in
a principal amount equal to an amount of not less than U.S. $1
<PAGE> 12
million that is representative for a single transaction in such
market at such time; provided, however, that if the banks
selected as aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, LIBID for such LIBID Interest
Determination Date will be LIBID in effect on such LIBID Interest
Determination Date.
Determination of Prime Rate. Prime Rate means, with respect
----------------------------
to any Interest Determination Date (a "Prime Rate Interest
Determination Date"), the arithmetic mean of the prime rates
quoted on the basis of the actual number of days in the year
divided by a 360-day year as of the close of business on such
Prime Rate Interest Determination Date by three major money center
banks in The City of New York as selected by the Calculation Agent
(after consultation with the Company). If fewer than three such
quotations are provided, the Prime Rate shall be calculated by the
Calculation Agent and shall be determined as the arithmetic mean
on the basis of the prime rates quoted in The City of New York on
such date by three substitute banks or trust companies organized
and doing business under the laws of the United States, or any
State thereof, having total equity capital of at least $500
million and being subject to supervision or examination by Federal
or State authority, selected by the Calculation Agent (after
consultation with the Company); provided, however, that if the
banks or trust companies selected as aforesaid by the Calculation
Agent are not quoting as mentioned in this sentence, the Prime
Rate will be the Prime Rate then in effect on such Prime Rate
Interest Determination Date.
Determination of Treasury Rate. Treasury Rate means, with
-------------------------------
respect to any Interest Determination Date (a "Treasury Interest
Determination Date"), the rate applicable to the most recent
auction of direct obligations of the United States ("Treasury
Bills") having the Index Maturity specified above, as such rate is
published in H.15(519) under the heading "Treasury Bills --
auction average (investment)" or, if not so published by 3:00
P.M., New York City time, on the Calculation Date pertaining to
such Treasury Interest Determination Date, the auction average
rate (expressed as a bond equivalent on the basis of a year of 365
or 366 days, as applicable, and applied on a daily basis) as
otherwise announced by the United States Department of the
Treasury. In the event that the results of the auction of
Treasury bills having the Index Maturity specified above are not
reported as provided by 3:00 P.M., New York City time, on such
Calculation Date, or if no such auction is held in a particular
week, then the Treasury Rate shall be a yield to maturity
(expressed as a bond equivalent, on the basis of a year of 365 or
366 days, as applicable, and applied on a daily basis) of the
arithmetic mean of the secondary market bid rates, as of ap-
proximately 3:30 P.M., New York City time, on such Treasury
<PAGE> 13
Interest Determination Date, of three leading primary United
States government securities dealers selected by the Calculation
Agent (after consultation with the Company), for the issue of
Treasury bills with a remaining maturity closest to the Index
Maturity specified above; provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, Treasury Rate with respect to such
Treasury Rate Interest Determination Date will be the Treasury
Rate then in effect on such Treasury Rate Interest Determination
Date.
Notwithstanding the foregoing, the interest rate hereon shall
not be greater than the Maximum Interest Rate, if any, or less
than the Minimum Interest Rate, if any, specified above. The
Calculation Agent shall calculate the interest rate hereon in
accordance with the foregoing on or before each Calculation Date.
The interest rate on this Note will in no event be higher than the
maximum rate permitted by New York law, as the same may be
modified by United States law of general application.
At the request of the Holder hereof, the Calculation Agent
will provide to the Holder hereof the interest rate hereon then in
effect and, if determined, the interest rate which will become ef-
fective as of the next Interest Reset Date.
The "Amortized Face Amount" of an Original Issue Discount
Note shall be the amount equal to (i) the Issue Price set forth
above plus (ii) that portion of the difference between the Issue
Price and the principal amount of such Note that has accrued at
the Original Yield to Maturity (computed in accordance with
generally accepted United States bond yield computation
principles) by the date of calculation, as calculated by the
Paying and Authenticating Agent, but in no event shall the
Amortized Face Amount of an Original Issue Discount Note exceed
its principal amount.
If an Event of Default with respect to the Subordinated
Medium-Term Notes shall occur and be continuing, the Trustee or
the Holders of not less than 25% in principal amount (or Amortized
Face Amount, in the case of Original Issue Discount Notes) of the
Outstanding Subordinated Medium-Term Notes may declare the
principal (or Amortized Face Amount, in the case of Original Issue
Discount Notes) of all the Subordinated Medium-Term Notes due and
payable in the manner and with the effect provided in the
Indenture.
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
the Securities of each series to be affected under the Indenture
<PAGE> 14
at any time by the Company and the Trustee with the consent of the
Holders of 66 2/3% in aggregate principal amount of the Securities
at the time outstanding of each series affected thereby. The
Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the
Securities of each series at the time outstanding, on behalf of
the Holders of all Securities of each series, to waive 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 time, place, and
rate, and in the currency, currency unit or composite currency,
prescribed herein and in the Indenture.
The payment of the principal of, premium, if any, and
interest on the Subordinated Medium-Term Notes is, to the extent
provided in the Indenture, subordinate and subject in right of
payment to the prior payment in full of all Senior Indebtedness as
defined in the Indenture, and this Note is issued subject to such
provisions and each holder of this Note, by accepting the same,
agrees to and shall be bound by such provisions, and authorizes
the Trustee on his behalf to take such action as may be necessary
or appropriate to effectuate the subordination as provided in the
Indenture and appoints the Trustee his attorney-in-fact for such
purpose. The Company shall not make any payment of the principal
of, premium, if any, or interest on the Subordinated Medium-Term
Notes (whether at maturity or otherwise) while the Company is in
default with respect to any payment of principal of, premium, if
any, and interest on any Senior Indebtedness or in the event that
any nonpayment event of default with respect to any Senior
Indebtedness shall have occurred and be continuing and shall have
resulted in such Senior Indebtedness becoming or being declared
due prior to the date on which it would otherwise have become due
and payable.
As provided in the Indenture, and subject to certain
limitations therein set forth, the transfer of this Note may be
registered 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 Borough of Manhattan, The City of New York,
duly endorsed by, or accompanied by a written instrument of
<PAGE> 15
transfer in form satisfactory to the Company and the Securities
Registrar, and this Note duly executed by the Holder hereof or by
such Holder's attorney duly authorized in writing and thereupon
one or more new Subordinated Medium-Term Notes, of authorized
denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
The Subordinated Medium-Term Notes are issuable only in
registered form without coupons in minimum denominations of $1,000
or any amount in excess thereof which is an integral multiple of
$1,000. As provided in the Indenture, and subject to certain
limitations therein set forth, the Subordinated Medium-Term Notes
are exchangeable for a like aggregate principal amount of
Subordinated Medium-Term Notes in authorized denominations, as
requested by the Holder surrendering the same.
No service charge will 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
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.
No recourse shall be had for the payment of the principal of
(and premium, if any) or the interest on this Note, or for any
claim based hereon, or otherwise in respect hereof, or based on
or in respect of the Indenture or any indenture supplemental
thereto, against any incorporator, shareholder, officer or
director, as such, past, present or future, of the Company or of
any successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment
or penalty or otherwise, all such liability being, by the
acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.
The Indenture and the Subordinated Medium-Term Notes shall be
governed by and construed in accordance with the laws of the State
of New York applicable to agreements made and to be performed in
such State.
All terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
<PAGE> 16
Unless the Certificate of Authentication hereon has been
executed by the Authenticating Agent or the Trustee under the
Indenture by the manual signature of one if 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, and its corporate seal
to be imprinted hereon.
THE CHASE MANHATTAN CORPORATION
By: ___________________
[SEAL]
By: ___________________
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 Officer
<PAGE> 17
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s)
the Company to repay this Note (or portion hereof specified below)
pursuant to its terms at a price equal to the principal amount
hereof together with interest to the repayment date, to the
undersigned, at ________________________________________________
__________________________________________________________________
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, this Note must be received at a
corporate trust office of The Chase Manhattan Bank, N.A., in The
City of New York, or at such other place or places which the
Company shall from time to time notify the Holder of this Note,
not more than 60 nor less than 30 days prior to the Holder's
Optional Repayment Date, if any, specified above, with this
"Option to Elect Repayment" form duly completed. Exercise of such
repayment option by the Holder hereof shall be irrevocable. In
the event of repayment of this Note in part only, a new Note or
Notes for the amount of the unpaid portion hereof shall be issued
in the name of the Holder hereof upon the cancellation hereof.
If less than the entire principal amount of this Note is to
be repaid, specify the portion hereof (which shall be in
increments of $1,000) which the Holder elects to have repaid and
specify the denomination or denominations (each of which shall be
$1,000 or an integral multiple of $1,000 in excess of $1,000) of
the Subordinated Medium-Term Notes to be issued to the Holder for
the portion of this Note not being repaid (in the absence of any
such specification, one such Note will be issued for the portion
not being repaid).
$ ____________________ _________________________________
NOTICE: The signature on this
Date ________________ Option to Elect Repayment must
correspond with the name as written
upon this Note in every particular,
without alteration or enlargement or
any change whatever.
<PAGE> 18
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............
(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> 19
_____________________________
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, and does hereby
irrevocably constitute and appoint ______________________________
______________________________________________________ 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.
ACE02450
