<PAGE> 1
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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 May 4, 1995
(Date of earliest event reported)
THE CHASE MANHATTAN CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-5945 13-2633613
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
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 May 4, 1995, The Chase Manhattan Corporation (the
"Company") entered into an underwriting agreement covering
the issue and sale of $150,000,000 aggregate principal
amount of 8% Subordinated Notes Due 2005. Said Notes were
registered under the Securities Act of 1933 pursuant to the
Company's shelf registration statement (Registration
Statement No. 33-55295).
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits
(c) Exhibits
1.1 Underwriting Agreement, dated May 4, 1995,among
the Company and Chase Securities, Inc., Bear,
Stearns & Co. Inc., Morgan Stanley & Co.
Incorporated and Salomon Brothers Inc.
4.48 Form of global 8% Subordinated Note Due 2005.
4.49 Form of definitive 8% Subordinated Note Due
2005.
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
THE CHASE MANHATTAN CORPORATION
(Registrant)
By:/s/ Deborah L. Duncan
---------------------
Deborah L. Duncan
Executive Vice President
and Treasurer
May 8, 1995
<PAGE> 3
EXHIBIT INDEX
Exhibit Document
1.1 Underwriting Agreement, dated May 4, 1995,
among the Company and Chase Securities, Inc.,
Bear, Stearns & Co. Inc., Morgan Stanley & Co.
Incoporated and Salomon Brothers Inc.
4.48 Form of global 8% Subordinated Note Due 2005.
4.49 Form of definitive 8% Subordinated Note Due
2005.
51908
<PAGE> 1
UNDERWRITING AGREEMENT
May 4, 1995
THE CHASE MANHATTAN CORPORATION
1 Chase Manhattan Plaza
New York, New York 10081
Dear Sirs:
The undersigned (being herein called the "Under
writers") understand that The Chase Manhattan Corporation, a
Delaware corporation (the "Company"), proposes to issue and sell
$150,000,000 aggregate principal amount of its 8% Subordinated
Notes Due 2005 constituting a series of Subordinated Debt
Securities (the "Offered Securities"). The Offered Securities
will be issued under the Amended and Restated Indenture, dated as
of September 1, 1993, between the Company and Chemical Bank, as
Trustee. The terms of the Offered Securities are set forth in
the Company's Registration Statement on Form S-3 (File No.
33-55295) and the Basic Prospectus dated November 23, 1994 (as
defined in the Standard Provisions hereinafter referred to), as
supplemented by a Prospectus Supplement dated May 4, 1995.
All the provisions (including defined terms) contained
in the document entitled "The Chase Manhattan Corporation
Senior/Subordinated Debt Securities and Warrants Underwriting
Agreement Standard Provisions (November 1994)" (the "Standard
Provisions") attached hereto are incorporated by reference herein
in their entirety and shall be deemed to be part of this
Agreement to the same extent as if such provisions had been set
forth in full herein.
The Delivery Date referred to in Paragraph 4 of the
Standard Provisions shall be 10:00 A.M., New York City time, on
May 11, 1995. Subject to the terms and conditions set forth or
incorporated by reference herein, the Company hereby agrees to
sell and the Underwriters agree to purchase, severally and not
jointly, the respective principal amounts of Offered Securities
set forth opposite their names in Exhibit A hereto at a purchase
price of 99.305% of their principal amount.
In accordance with Clause (e) of Paragraph 6 of the
Standard Provisions, the Underwriters hereby confirm that the
<PAGE> 2
following statements with respect to the public offering of the
Offered Securities are correct and were furnished to the Company
by or on behalf of the Underwriters for use in the Registration
Statement and the Prospectus:
(i) The first sentence of the second to last
paragraph of text on the cover page of the Prospectus
Supplement, concerning the terms of the offering by the
Underwriters;
(ii) The first paragraph on page S-2 of the Prospectus
Supplement, concerning stabilization and over-allotment by
the Underwriters;
(iii) The second paragraph of text under the caption
"Underwriting" in the Prospectus Supplement, concerning the
terms of the Offering by the Underwriters;
(iv) The second sentence of the third paragraph of
text under the caption "Underwriting" in the Prospectus
Supplement, concerning the Underwriters' intention to make a
market in the securities;and
The Underwriters will offer the Offered Securities for
sale upon the terms and conditions set forth in the Prospectus.
The Underwriters will pay for the Offered Securities at the time
and place and in the manner set forth in the Standard Provisions.
<PAGE> 3
Please confirm your agreement by having an authorized
officer sign a copy of this Agreement in the space set forth
below and returning a signed copy to us.
Very truly yours,
CHASE SECURITIES, INC.
BEAR, STEARNS & CO. INC.
MORGAN STANLEY & CO.
INCORPORATED
SALOMON BROTHERS INC
By: CHASE SECURITIES, INC.
By: /s/ John Judson
-----------------------
Name: John Judson
Title: Managing Director
Accepted:
THE CHASE MANHATTAN CORPORATION
By: /s/ Deborah L. Duncan
-----------------------
Name: Deborah L. Duncan
Title: Executive Vice President
and Treasurer
<PAGE> 4
Exhibit A
Principal Amount
of Offered
Name Securities
Chase Securities, Inc. $37,500,000
Bear, Stearns & Co. Inc. 37,500,000
Morgan Stanley & Co. Incorporated 37,500,000
Salomon Brothers Inc 37,500,000
____________
Total $150,000,000
=============
51909
<PAGE> 1
IF THIS NOTE IS REGISTERED IN THE NAME OF THE DEPOSITORY
TRUST COMPANY (THE "DEPOSITORY") (55 WATER STREET, NEW YORK,
NEW YORK) OR ITS NOMINEE, THIS NOTE MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE
DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE
DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE
DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR
A NOMINEE OF SUCH DEPOSITORY UNLESS AND UNTIL THIS NOTE IS
EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TO THE ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS NOTE IS NOT A DEPOSIT AND IS NOT INSURED BY A FEDERAL
AGENCY.
CUSIP: 161610 CK4
REGISTERED REGISTERED
No. R-1 $150,000,000
THE CHASE MANHATTAN CORPORATION
8% SUBORDINATED NOTE DUE 2005
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY DATE:
May 11, 1995 8% May 1, 2005
The Chase Manhattan Corporation, a Delaware corporation
(hereinafter called the "Company", which term includes any
successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to
CEDE & CO., or registered assigns, the principal sum of One
Hundred Fifty Million Dollars on May 1, 2005, and to pay
interest on said principal sum semi-annually on May 1 and
November 1 in each year, commencing on November 1, 1995, at
the rate of 8% per annum, from May 11, 1995 or from the most
recent Interest Payment Date to which interest has been paid
or duly provided for, or, if the date hereof is an Interest
Payment Date to which interest has been paid or duly
provided for, then from the date hereof, until payment of
said principal sum has been made or duly provided for. The
interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in said
Indenture, be paid to the Person in whose name this 8%
Subordinated Note Due 2005 (or one or more Predecessor
Securities as defined in said Indenture) (the "Note") is
<PAGE> 2
registered at the close of business on the April 15 or
October 15, as the case may be, immediately preceding such
Interest Payment Date ("Regular Record Date"). Any such
interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular
Record Date and may be paid to the Person in whose name this
Note (or one or more Predecessor Securities) is registered
at the close of business on a Special Record Date for the
payment of such Defaulted Interest to be fixed by the
Trustee (as defined below), notice whereof shall be given to
Holders of Notes (as defined below) not less than 10 days
prior to such Special Record Date, or may be paid at any
time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Notes
may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in said Indenture.
Interest payable at maturity will be payable to the Person
to whom principal is payable. Payment of the principal of
and interest on this Note will be made in immediately
available funds at the office or agency of the Company
maintained for such purpose in The City of New York, in such
coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and
private debts. Payment of interest may, at the option of
the Company, be made by check mailed to the registered
address of the Person entitled thereto.
This Note is one of a duly authorized series of
Securities (as defined below) of the Company designated as
the 8% Subordinated Notes Due 2005 (herein called the
"Notes") limited in aggregate principal amount to
$150,000,000, issued and to be issued under an Amended and
Restated Indenture dated as of September 1, 1993 (herein
called the "Indenture"), between the Company and Chemical
Bank, as Trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of
the Notes and of the terms upon which the Notes are, and are
to be, authenticated and delivered. The Indenture provides
for the issuance of subordinated debt securities (the
"Securities") of the Company in one or more series.
The Notes may not be redeemed before May 1, 1998. On
May 1, 1998 and on any Interest Payment Date thereafter, the
Notes may be redeemed, as a whole or from time to time in
part, at the option of the Company, on not less than 30 nor
more than 60 days' prior notice given as provided in the
Indenture, at a redemption price equal to 100% of the
principal amount of the Notes to be redeemed plus interest
accrued and unpaid to the date of redemption (provided that
interest installments whose Stated Maturity is on or prior
<PAGE> 3
to the date of redemption will be payable to the Holders of
the Notes of record at the close of business on the relevant
Regular Record Date). In the event of redemption of this
Note in part only, a new Note or Notes for the unredeemed
portion hereof shall be issued in the name of the Holder
hereof upon the cancellation hereof.
The indebtedness of the Company evidenced by the Notes,
including the principal thereof and interest thereon, is, to
the extent and in the manner set forth in the Indenture,
subordinate and junior in right of payment to the Company's
obligations to holders of Senior Indebtedness of the Company
(as defined in the Indenture), and each Holder of Notes, by
the acceptance thereof, agrees to and shall be bound by such
provisions of the Indenture.
If an Event of Default (defined in the Indenture as
certain events involving the bankruptcy, insolvency or
reorganization of the Company) shall occur and be
continuing, the principal of all of the Notes may be
declared due and payable in the manner and with the effect
provided in the Indenture. There is no right of
acceleration of the payment of principal of the Notes upon a
default in the payment of interest on the Notes or in the
performance of any covenant of the Company in the Indenture
or in the Notes.
The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification
of the rights and obligations of the Company and the rights
of the Holders of Securities under the Indenture at any time
by the Company and the Trustee with the consent of the
Holders of not less than 66 2/3% in principal amount of the
Outstanding Securities of each series affected. The
Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Outstanding
Securities of any series, on behalf of the Holders of all
the Securities of such series, to waive, with respect to the
Securities of such series, compliance by the Company with
certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any
such consent or waiver by the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in
lieu hereof, whether or not notation of such consent or
waiver is made upon this Note.
No reference herein to the Indenture and no provision
of this Note or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and
unconditional, to pay the principal of and interest on this
Note at the times, place and rates, and in the coin or
currency, herein prescribed.
<PAGE> 4
As provided in the Indenture, and subject to certain
limitations therein set forth, this Note is transferable on
the Security Register of the Company, upon surrender of this
Note for registration of transfer at the office or agency of
the Company in The City of New York, duly endorsed by, or
accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes,
of any authorized denominations and of like tenor and of a
like aggregate principal amount, will be issued to the
designated transferee or transferees.
The Notes are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple
thereof. As provided in the Indenture, and subject to
certain limitations therein set forth, Notes are
exchangeable for a like aggregate principal amount of Notes
of any authorized denominations and of like tenor, as
requested by the Holder surrendering the same.
No service charge shall be made for any such
registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration
of transfer, the Company, the Trustee and any agent of the
Company or of the Trustee may treat the Person in whose name
this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither
the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.
Unless otherwise defined in this Note, all terms used
in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
This Note shall be construed in accordance with and
governed by the laws of the State of New York.
Unless the Certificate of Authentication hereon has
been executed by or on behalf of the Trustee or its
authenticating agent under the Indenture by the manual
signature of one of its authorized officers, this Note shall
not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
<PAGE> 5
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed, manually or in facsimile,
under its corporate seal.
THE CHASE MANHATTAN CORPORATION
Seal By: ____________________________
Deborah L. Duncan
Executive Vice President and
Treasurer
By: ____________________________
Arjun K. Mathrani
Executive Vice President and
Chief Financial Officer
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series
designated therein referred to in the
within-mentioned Indenture.
Chemical Bank, as Trustee OR Chemical Bank, as Trustee
By: The Chase Manhattan Bank, N.A.
Authenticating Agent
By: _____________________ By: _________________________
Authorized Officer Authorized Signatory
<PAGE> 6
ABBREVIATIONS
The following abbreviations, when used in the
inscription on this instrument, shall be construed as though
they were written out in full according to applicable laws
or regulations.
TEN COM--as tenants in common
UNIF GIFT MIN ACT-- ...........Custodian
................
(Custodian) (Minor)
Under Uniform Gifts to Minors Act
.................................
(State)
TEN ENT--as tenants by the entireties
JT TEN-- as joint tenants with right of
survivorship and not as tenants in common
Additional abbreviations may also be used though not in the
above list.
<PAGE> 7
__________________________
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
Please Insert Social Security or Other
Identifying Number of Assignee:
___________________________________
____________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING ZIP CODE OF ASSIGNEE:
____________________________________________________________
____________________________________________________________
____________________________________________________________
the within Note and all rights thereunder, hereby
irrevocably constituting and appointing
_______________________________________________________
attorney to transfer said Note on the books of the Company,
with full power of substitution in the premises.
Dated: ______________________
_________________________________
Signature Guaranteed:
__________________________
__________________________
NOTICE: The signature to this assignment must
correspond with the name as written upon the within
instrument in every particular, without alteration or
enlargement, or any change whatever.
51910
<PAGE> 1
THIS NOTE IS NOT A DEPOSIT AND IS NOT INSURED BY A FEDERAL
AGENCY.
CUSIP:
REGISTERED REGISTERED
No. R- $
THE CHASE MANHATTAN CORPORATION
8% SUBORDINATED NOTE DUE 2005
The Chase Manhattan Corporation, a Delaware corporation
(hereinafter called the "Company", which term includes any
successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay
to____________ or registered assigns, the principal sum of
_________________ Dollars on May 1, 2005, and to pay
interest on said principal sum semi-annually on May 1 and
November 1 in each year, commencing on November 1, 1995, at
the rate of 8% per annum, from May 11, 1995 or from the most
recent Interest Payment Date to which interest has been paid
or duly provided for, or, if the date hereof is an Interest
Payment Date to which interest has been paid or duly
provided for, then from the date hereof, until payment of
said principal sum has been made or duly provided for. The
interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in said
Indenture, be paid to the Person in whose name this 8%
Subordinated Note Due 2005 (or one or more Predecessor
Securities, as defined in said Indenture) is registered at
the close of business on the April 15 or October 15, as the
case may be, immediately preceding such Interest Payment
Date ("Regular Record Date"). Any such interest not so
punctually paid or duly provided for will forthwith cease to
be payable to the Holder on such Regular Record Date and may
be paid to the Person in whose name this Note (or one or
more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee (as defined
below), notice whereof shall be given to Holders of Notes
(as defined below) not less than 10 days prior to such
Special Record Date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any
securities exchange on which the Notes may be listed, and
upon such notice as may be required by such exchange, all as
more fully provided in said Indenture. Interest payable at
maturity will be payable to the Person to whom principal is
payable. Payment of the principal of and interest on this
Note will be made at the office or agency of the Company
maintained for such purpose in The City of New York, in such
<PAGE> 2
coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and
private debts. Payment of interest may, at the option of
the Company, be made by check mailed to the registered
address of the Person entitled thereto.
This Note is one of a duly authorized series of
Securities (as defined below) of the Company designated as
the 8% Subordinated Notes Due 2005 (herein called the
"Notes") limited in aggregate principal amount to
$150,000,000, issued and to be issued under an Amended and
Restated Indenture dated as of September 1, 1993 (herein
called the "Indenture"), between the Company and Chemical
Bank, as Trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of
the Notes and of the terms upon which the Notes are, and are
to be, authenticated and delivered. The Indenture provides
for the issuance of subordinated debt securities (the
"Securities") of the Company in one or more series.
The Notes may not be redeemed before May 1, 1998. On
May 1, 1998 and on any Interest Payment Date thereafter, the
Notes may be redeemed, as a whole or from time to time in
part, at the option of the Company, on not less than 30 nor
more than 60 days' prior notice given as provided in the
Indenture, at a redemption price equal to 100% of the
principal amount of the Notes to be redeemed plus interest
accrued and unpaid to the date of redemption (provided that
interest installments whose Stated Maturity is on or prior
to the date of redemption will be payable to the Holders of
the Notes of record at the close of business on the relevant
Regular Record Date). In the event of redemption of this
Note in part only, a new Note or Notes for the unredeemed
portion hereof shall be issued in the name of the Holder
hereof upon the cancellation hereof.
The indebtedness of the Company evidenced by the Notes,
including the principal thereof and interest thereon, is, to
the extent and in the manner set forth in the Indenture,
subordinate and junior in right of payment to the Company's
obligations to holders of Senior Indebtedness of the Company
(as defined in the Indenture), and each Holder of Notes, by
the acceptance thereof, agrees to and shall be bound by such
provisions of the Indenture.
If an Event of Default (defined in the Indenture as
certain events involving the bankruptcy, insolvency or
reorganization of the Company) shall occur and be
continuing, the principal of all the Notes may be declared
due and payable in the manner and with the effect provided
<PAGE> 3
in the Indenture. There is no right of acceleration of the
payment of principal of the Notes upon a default in the
payment of interest on the Notes or in the performance of
any covenant of the Company in the Indenture or in the
Notes.
The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification
of the rights and obligations of the Company and the rights
of the Holders of Securities under the Indenture at any time
by the Company and the Trustee with the consent of the
Holders of not less than 66 2/3% in principal amount of the
Outstanding Securities of each series affected. The
Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Outstanding
Securities of any series, on behalf of the Holders of all
the Securities of such series, to waive, with respect to the
Securities of such series, compliance by the Company with
certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any
such consent or waiver by the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in
lieu hereof, whether or not notation of such consent or
waiver is made upon this Note.
No reference herein to the Indenture and no provision
of this Note or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and
unconditional, to pay the principal of and interest on this
Note at the times, place and rates, and in the coin or
currency, herein prescribed.
As provided in the Indenture, and subject to certain
limitations therein set forth, this Note is transferable on
the Security Register of the Company, upon surrender of this
Note for registration of transfer at the office or agency of
the Company in The City of New York, duly endorsed by, or
accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes,
of any authorized denominations and of like tenor and of a
like aggregate principal amount, will be issued to the
designated transferee or transferees.
The Notes are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple
thereof. As provided in the Indenture, and subject to
certain limitations therein set forth, Notes are
exchangeable for a like aggregate principal amount of Notes
of any authorized denominations and of like tenor, as
requested by the Holder surrendering the same.
<PAGE> 4
No service charge shall be made for any such
registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration
of transfer, the Company, the Trustee and any agent of the
Company or of the Trustee may treat the Person in whose name
this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither
the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.
Unless otherwise defined in this Note, all terms used
in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
This Note shall be construed in accordance with and
governed by the laws of the State of New York.
Unless the Certificate of Authentication hereon has
been executed by or on behalf of the Trustee or its
authenticating agent under the Indenture by the manual
signature of one of its authorized officers, this Note shall
not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
<PAGE> 5
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed, manually or in facsimile,
under its corporate seal.
THE CHASE MANHATTAN
CORPORATION
By: ____________________________
Seal Name:
Title:
By: ____________________________
Name:
Title:
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series
designated therein referred to in the
within-mentioned Indenture.
Chemical Bank, as Trustee OR Chemical Bank, as Trustee
By: The Chase Manhattan Bank, N.A.
as Authenticating Agent
By: _____________________ By: _________________________
Authorized Officer Authorized Signatory
<PAGE> 6
ABBREVIATIONS
The following abbreviations, when used in the
inscription on this instrument, shall be construed as though
they were written out in full according to applicable laws
or regulations.
TEN COM--as tenants in common
UNIF GIFT MIN ACT-- ...........Custodian
................
(Custodian) (Minor)
Under Uniform Gifts to Minors Act
.................................
(State)
TEN ENT--as tenants by the entireties
JT TEN-- as joint tenants with right of survivorship
not as tenants in common
Additional abbreviations may also be used though not in the
above list.
<PAGE> 7
__________________________
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
Please Insert Social Security or Other
Identifying Number of Assignee:
___________________________________
____________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING ZIP CODE OF ASSIGNEE:
____________________________________________________________
____________________________________________________________
____________________________________________________________
the within Note and all rights thereunder, hereby
irrevocably constituting and appointing
_______________________________________________________
attorney to transfer said Note on the books of the Company,
with full power of substitution in the premises.
Dated: ______________________
________________________________
Signature Guaranteed:
__________________________
__________________________
NOTICE: The signature to this assignment must correspond
with the name as written upon the within instrument in
every particular, without alteration or enlargement,
or any change whatever.
51911
