<PAGE> 1
IMPORTANT NOTICE
As a result of the merger of U.S. Trust
Corporation ("U.S. Trust") into The Chase Manhattan
Corporation ("Chase"), each share of U.S. Trust common stock
held by you was converted into the right to receive 0.680
shares of Chase common stock. Although you have not yet
surrendered the certificates representing your U.S. Trust
common stock in exchange for Chase common stock, you are
entitled to vote these shares of Chase common stock on the
proposal to approve the merger of Chase into Chemical
Banking Corporation which is described in the accompanying
proxy statement. To vote, please complete, date and sign
the enclosed proxy and mail it promptly in the enclosed
return envelope.
Regardless of whether you vote on the merger, it
is important that you promptly surrender your U.S. Trust
stock certificates in exchange for new Chase certificates.
You will not receive any dividends or distributions with
respect to your Chase common stock until the certificates
are exchanged. For information on how to exchange your
certificates, please call 1-800-355-2663 between 8:30 a.m.
and 4:30 p.m. New York City time.
61797
