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                      IMPORTANT NOTICE
                              
               FOR INFORMATIONAL PURPOSES ONLY


     The accompanying joint proxy statement/prospectus and
notice of special meeting is being provided to the holders
of record of the outstanding shares of Preferred Stock of
The Chase Manhattan Corporation as required by law. Holders
of the Preferred Stock of The Chase Manhattan Corporation
are not entitled to vote on the approval of the proposal
described in such joint proxy statement/prospectus and no
proxy is enclosed herewith.  Accordingly, no action is
required by holders of record of the Preferred Stock in
respect of the enclosed.








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